Terms of Service

This Terms of Service (this “TOS”) covers the subscription terms relating to your access to the IBI Products (as defined below). By subscribing to IBI Products, Customer agrees and accept of the following terms and conditions.

1.    Definitions

"Customer" means the entity whose employees or contractors are licensed to access the IBI Products hereunder.

"IBI Product(s)" means IBI Learning Platform or any materials or information covered in IBI Learning Platform. For example, e-learning courses, learning paths, documentation, notes, quizzes, assessment tests, or other sources.

"Subscriber(s)" means employees or contractors of the Customer who are licensed under these terms and conditions to access IBI Products.

2.    Access

Access to IBI Products is only available online via an Internet connection. Customer acknowledges that Customer requires Internet access. Subscribers must have an appropriate user ID to gain access, and all names and emails must be provided to IBI as needed.

Delivery shall be considered to be complete when IBI provides the Customer confirmation of access by e-mail ("Delivery").

The Customer shall access and verify the IBI Product and notify IBI immediately in the event the IBI Product setup is incorrect. If the Customer experiences difficulty in accessing the IBI Product, support services are provided.

3.    Intellectual property

Every person using IBI Products must have appropriate user ID under these terms and conditions for accessing or using the IBI Products. Employees and others who have access to the IBI Products must be informed of IBI's copyright and rights of authorship and their duty to conform to the copyright laws. Customer shall carefully safeguard the IBI Products that have been made available to the Customer or Subscribers, to prevent their misuse. Customer is permitted to use the IBI Products only for its own internal training purposes and only for those who have licensed the IBI Products. IBI Products are confidential and proprietary information of IBI and customer agrees not to record, copy, or disclose this information to any third party or use such information except as expressly permitted herein.

Customer acknowledges that IBI shall be entitled to seek injunctive relief for any breach of this agreement by Customer from which irreparable harm would ensue.

Customer acknowledges that it is illegal and a violation of this license agreement to copy or distribute IBI Products among persons other than Subscribers.

In the event Customer breaches any provision of this agreement and fails to cure such breach within ten (10) days after receipt of written notice from IBI, IBI shall have the right to immediately terminate this agreement and Customer's license to use the products licensed hereunder. Upon any such termination, Customer shall immediately cease use of such products, delete and destroy any tangible or electronic embodiments of such information in its possession, and certify in writing to IBI that the foregoing has been completed.

4.    Updating and support of content

IBI reserves the right to change the IBI Products from time-to-time to improve it or to correct issues with the product. The IBI Products may be updated with new courses, learning paths or new releases. The Customer's license is provided for the IBI Products in effect at the time of order placement. The Customer is not entitled to any future product releases but can elect to repurchase the new product for an additional fee.

Support is available as per the access confirmation in the event a Subscriber is having difficulty with accessing the content only, but not for questions about the software or other consulting/training type advice. Coaching, training, or ask-the-expert type support on software is available separately from IBI and may be offered for an additional fee.

5.    Reservation of title

Delivered IBI Products remain the property of IBI and all title to the IBI Products remain with IBI. Customer only receives access to use the IBI Products pursuant to the terms hereof.

6.    Defects, warranty, and liability

IBI does not warrant the accuracy or completeness of IBI Products, any links or the information, text, graphics, links, or other items contained within IBI Products available through access. IBI DISCLAIM ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE EXCEPT TO THE EXTENT THAT ANY WARRANTIES IMPLIED BY LAW CANNOT BE VALIDLY WAIVED.

IBI assumes no responsibility for errors or omissions in the IBI Product. It is the Customer's duty to verify such information.

IBI SHALL NOT BE LIABLE FOR DAMAGES OF ANY KIND INCLUDING WITHOUT LIMITATION DIRECT, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFIT OR OTHER FINANCIAL LOSS, THAT MAY RESULT FROM THE USE OF THE ONLINE PRODUCTS. IN NO EVENT SHALL IBI'S LIABILITY TO CUSTOMER OR ANY OTHER PARTY EXCEED, IN THE AGGREGATE, THE FEES PAID FOR THE USE OF THE ONLINE PRODUCTS DURING THE THREE MONTHS BEFORE THE CAUSE OF ACTION AROSE. Where IBI's liability is excluded or limited, this also applies to the personal liability of IBI's employees, representatives, and people performing duties on IBI's behalf.

With respect to material defects in the IBI Product, and as Customer's sole remedy for any material defect in the IBI Product, IBI in its sole judgment, may decide to eliminate such material defects or make a replacement delivery or, by indicating a reasonably acceptable way to avoid the impact of such material defect.

All claims against IBI are barred after a period of one year from the date the claim arose.

7.    Privacy

The Customer agrees to the collection, processing, and use of its personal data to the extent necessary for processing the order. IBI may use Subscribers’ postal and e-mail addresses for promotions (for example, invitations to events, product news, and registration in IBI's customer database). IBI allows the recipient to opt out of a mailing list at any time.

8.    Payment and termination

Customer will pay IBI the applicable fees for the IBI Products included in its subscription based upon the specific IBI Products and total number of Subscribers during a given month and as otherwise set forth on Customer’s Subscription Terms hereto (the “Fees”). If Customer’s number of subscribers to IBI Products increases and require the payment of additional fees, Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. IBI reserves the right to change the Fees or applicable charges and to institute new charges and Fees upon thirty (30) days’ prior notice to Customer (which may be sent by email).

If Customer believes that IBI has billed Customer incorrectly, Customer must contact IBI no later than five (5) days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to IBI’s Customer Support department.

IBI shall invoice Customer monthly in advance and full payment for invoices must be received by IBI no later than thirty (30) days after the date of each invoice.  Unpaid invoices are subject to a finance charge of 1% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection.

The Customer may terminate their subscription to IBI Products by providing IBI with at least thirty (30) days' prior written notice. Failure to provide this notice will result in continued billing until the notice period is fulfilled.

If the Customer does not make the payment on time, IBI will reserve the right to terminate access to IBI Products within 10 days.

9.    Applicable law and place of jurisdiction

This Agreement and any disputes that may arise under, out of or in connection with this Agreement, shall be governed by and construed and enforced in accordance with the laws of the State of Texas, and shall be binding on the parties to this Agreement in the United States and worldwide. The parties consent and submit to the jurisdiction of and venue in the courts of Dallas County, Texas.

10.  Indemnification

Customer hereby indemnifies, defends and holds harmless IBI, and its affiliates, officers, directors, agents, partners, employees, licensors, representatives and third-party providers from and against all reasonably foreseeable losses, expenses, damages, costs, claims and demands, including reasonable attorneys' fees and related costs and expenses, due to or arising out of Customer’s breach of any representation or warranty hereunder. IBI reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Customer under this Section 10, and in such case, Customer agrees to fully cooperate as reasonably required with such defense and in asserting any available defenses.

11.  Entire Agreement

These terms and conditions, along with any payment terms contained in an order or invoice form for the IBI Products, constitute IBI's and Customer's entire and complete agreement concerning the subject matter hereof. All amendments to this Agreement must be in writing, executed by both parties and expressly state that they are amending this Agreement.

Failure to enforce any provision of this Agreement shall not constitute a waiver thereof. No waiver shall be effective unless it is in writing and signed by the waiving party. If a party waives any right, power, or remedy, the waiver shall not waive any successive or other right, power, or remedy the party may have under this Agreement. If any provision is found to be unenforceable, it and any related provisions shall be interpreted to best accomplish the unenforceable provision’s essential purpose.