Passport LMS Terms of Service

Last Updated: September 28, 2019

Terms of Use and Service for train.passportlms.com

HEXAD LLC (“Hexad”) provides Passport, a web-based Learning Management System (LMS), through its web site located at PassportLMS.com (the “Site” and, together with Hexad, “Passport”). Passport provides unique resources, tools, and educational materials for use in meeting the staff training standards adopted by the Commission on Accreditation of Rehabilitation Facilities (“CARF”) as outlined in the CARF Behavioral Health standards manual and the services provided by or through this web site to clients and their authorized users and admins (collectively, “Users”) are subject to these terms and conditions of use. These terms and conditions of use together with the Registration Agreement for PassportLMS.com (the “Agreement”) and Passport’s Privacy Policy (collectively, the “Terms”) govern your use of this web site and the services provided.

Please read these Terms carefully before using the Services. By accessing or using the Services you acknowledge that you have read and understood these Terms and agree to be legally bound by these Terms and all policies and guidelines incorporated by reference in these Terms. If you do not agree to be bound by these Terms in their entirety, you may not use the Services.

Passport reserves the right, in its sole discretion, to change, modify or otherwise alter these Terms, or any policy or guideline applicable to the Services, at any time. If we do so, we will make reasonable efforts to communicate these changes to you via email at the email address you provide in your registration information, if any, or we will post a notice in the Application.

Unless otherwise specified, any changes or modifications will be effective immediately upon posting of the revised Terms on this Site, and your continued use of the Services after such time will constitute your agreement to be bound by such modified Terms. You should from time to time review the Terms and any policies and documents incorporated in them to understand the terms and conditions that apply to your use of the Services. The Terms will always show the ‘last updated’ date at the top.

If you do not agree to the modified Terms, you must stop using the Services. You can cancel your account with us without further obligation, except for the amount due for the balance of the billing period in which you cancel your account.

The Services are for Users only. You may not resell, lease or provide them in any other way to anyone else.

1. Privacy Policy

Please refer to Passport’s Privacy Policy, available at www.passportlms.com/privacypolicy for information on how Passport collects, uses and discloses personally identifiable information from its Users. By using the Site, you agree to our use, collection and disclosure of personally identifiable information in accordance with the Privacy Policy.

The Site contains technologies that monitor, record and report to Passport regarding the use of the Site including but not limited to information concerning the devices used to access the Site; and the frequency, type and manner of use of Passport (collectively, “Usage Data”). You agree that Passport may, in its sole discretion, collect and use Usage Data to support, maintain, and improve Passport, and to enforce Passport’s rights under the Terms. To the extent any Usage Data is personal information within the meaning of applicable law, you hereby: (a) consent to Passport’s collection, use and disclosure of such Usage Data for these purposes; and (b) represent and warrant that you have obtained the consent of any individual to whom such Usage Data relates to Passport’s collection, use and disclosure of such Usage Data for these purposes, or that the consent of any such individuals is not required to be obtained under applicable law.

2. Registration Data; Account Security

In registering for an account with Passport, you agree to (a) provide true, accurate, current and complete information as may be requested (“Registration Data”); and (b) promptly update the Registration Data and any other information you provide to Passport, to ensure it remains true, accurate and complete.

You agree to keep your access credentials (such as passwords, access codes or other information required to access the Site) secure and confidential. You must immediately notify Passport of any unauthorized use (or suspected unauthorized use) of your access credentials. You are responsible for all activity under your Passport registration, and for all charges incurred under your registration. All access credentials are the property of Passport and may be revoked if they are shared with any third party (other than as allowed in the Terms), if they are compromised, if you violate these Terms or if Passport terminates your registration or access.

Further, as a condition of using the Services, you must:

not attempt to undermine the security or integrity of Passport’s computing systems or networks or, where the Site is hosted by a third party, that third party’s computing systems and networks;
not use, or misuse, the Site in any way which may impair the functionality of the Site, or other systems used to support the Site or impair the ability of any other users to use the Site;
not attempt to gain unauthorized access to any materials other than those to which you have been given express permission to access or to the computer system on which the Site is hosted;
not use the Site to transmit any: files that may damage any other person’s computing devices or software, content that may be offensive, or material or data in violation of any law (including data or other material protected by copyright or trade secrets which you do not have the right to use); and
not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to operate the Site except as is strictly necessary to use either of them for normal operation.

3. Fees; Charges; Taxes

Activation fees and any other charges for the use of the Site are described in the Agreement. They may change from time to time. If activation fees change, we will give you at least 30 days’ notice. If they do change, your continued use of the Site after the change indicates your agreement with the new fees and charges after the effective date of the change. Any change to fees and other charges will not be applicable to the billing period in which the change occurs. Fees for payment transactions are subject to change without notice, unless otherwise prohibited, at the discretion of our payment platform partners. Current pricing can be found www.passportlms.com.

Although great care is taken in the production of the Site and description of Passport’s services, typographical, illustrative or other errors may occur. We reserve the right to correct errors at any time. All prices are quoted and are payable in United States’ Dollars and, unless otherwise stated, are quoted before any applicable taxes which will be added on top of the quoted price but itemized separately. You are responsible for all taxes applicable to the fees and charges in any applicable jurisdiction.

4. Ownership, Copyright and Trademarks

In these Terms the content available through the Site, including all information, data, logos, marks, designs, graphics, pictures, sound files, other files, and their selection and arrangement, is called “Content”. Content provided by Users is called “User Content”. For example, data about its employees that a Client provides to Passport is User Content of that Client and Content that a User enters into the Site is User Content of the User.

User Content is that User’s property. Passport’s only right to that User Content is the limited licenses to it granted in these Terms as described in Section 5 of these Terms.

Other than the User Content, all Content and all software available on the Site or used to create and operate the Site is the property of Passport or its licensors, and is protected by United States and international copyright laws, and all rights to the Site, such Content and such software are expressly reserved. All trademarks, registered trademarks, product names and company names or logos mentioned on the Site are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by Passport.

Your User Content is your responsibility. We have no responsibility or liability for it, or for any loss or damage your User Content may cause to you or other people. Although we have no obligation to do so, we have the sole discretion to remove, screen or edit without notice any User Content posted or stored on the Site, and we may do this at any time and for any reason. You are solely responsible for maintaining copies of and replacing any User Content you post or store on the Site. If you authorize third parties to access your User Content through the Site, you agree that we are permitted to provide to them the User Content, and also agree that we have no responsibility or liability for their use of such User Content.

5. Your Limited License of Your User Content to Passport

We do not claim any ownership interest in your User Content, but we do need the right to use your User Content to the extent necessary to operate the Site and provide Passport’s services now and in the future. For example, if a User uploads training information to the Site, Passport needs your license to provide that information to accrediting agencies.

Therefore, by posting or distributing User Content to or through the Site, you (a) grant Passport a non-exclusive, royalty-free, transferable right to use and distribute such User Content, in the manner in and for the purposes for which the Site from time to time use such User Content; (b) represent and warrant that (i) you own and control all of the rights to the User Content that you post or otherwise distribute, or you otherwise have the lawful right to post and distribute that User Content, to or through the Site; and (ii) the use and posting or other transmission of such User Content does not violate these Terms and will not violate any rights of or cause injury to any person or entity.

These licenses from you are non-exclusive because you have the right to use your User Content elsewhere. They are royalty-free because we are not required to pay you for the use of your User Content on the Site. And they are transferable because we need the right to transfer these licenses to any successor operator of the Site.

6. Our Limited License of Content to You

Passport grants you a limited, revocable, non-exclusive, non-sublicensable license to access the Site and to view, copy and print the portions of the Content available to you through the Site. Such license is subject to these Terms, and specifically conditioned upon the following: (i) you may only view, copy and print such portions of the Content for your own use; (ii) you may not modify or otherwise make derivative works of the Content, or reproduce, distribute or display the Content (except for page caching) except as expressly permitted in these Terms; (iii) you may not remove or modify any copyright, trademark, or other proprietary notices that have been placed in the Content; (iv) you may not use any data mining, robots or similar data gathering or extraction methods; and (v) you may not use the Site or the Content other than for their intended purpose.

Except as expressly permitted above, any use of any portion of the Content without the prior written permission of its owner is strictly prohibited and will terminate the license granted in this Section, the Agreement and your registration with us. Any such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws. Unless explicitly stated herein, nothing in these Terms may be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. The license in this Section is revocable by Passport at any time.

You represent and warrant that your use of the Services and the Content will be consistent with this license and will not infringe or violate the rights of any other party or breach any contract or legal duty to any other parties, or violate any applicable law in the United States.

To request permission for uses of Content not included in this license, you may contact Passport through the Site.

7. Providing a Reliable and Secure Service

Passport takes reliability and security seriously and put a great deal of effort into ensuring that our Site operates all the time, and that it is a secure environment for your data. We use what we believe to be “best-of-class” hosting services and security technologies and services that we believe provide you with a secure and safe environment.

However, no system is perfectly secure or reliable, the Internet is an inherently insecure medium, and the reliability of hosting services, Internet intermediaries, your Internet service provider, and other service providers cannot be assured. When you use Passport, you accept these risks, and the responsibility for choosing to use a technology that does not provide perfect security or reliability.

8. No Responsibility for Third-Party Services, Sites or Content

As a service to our Users, the Site may contain links to third-party Web sites (“Third-Party Sites”) or third-party content (“Third-Party Content”) and may provide links to third-party services (“Third-Party Services”). You use Third-Party Sites, Third-Party Content (together, the “Third Party Materials”) or Third-Party Services at your own risk.

Passport makes no claim or representation regarding Third-Party Materials and Third-Party Services and provides them or links to them only as a convenience. Inclusion in the Services of Third-Party Materials does not imply Passport’s endorsement, adoption or sponsorship of, or affiliation with, such Third-Party Materials. Passport accepts no responsibility for reviewing changes or updates to, or the quality, content, policies, nature or reliability of Third-Party Materials, or Web sites linking to the Site. When you leave the Site, our terms and policies no longer govern, and when you use Third-Party Services their terms and policies apply. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Materials and Third-Party Services, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

The provider of Third-Party Materials and Third-Party Services is solely responsible for such Third-Party Materials and Third-Party Services, the content therein, any warranties to the extent that such warranties have not been disclaimed, any training, support or maintenance for the Third-Party Materials and Third-Party Services, and any claims that you or any other party may have relating to that Third-Party Materials and Third-Party Services or your use of them. You acknowledge that you are purchasing the license to Third-Party Materials and Third-Party Services from the provider of those Third-Party Materials and Third-Party Services; Passport is acting as agent for the provider in making such Third-Party Materials and Third-Party Services available to you; Passport is not a party to the license between you and the provider with respect to such Third-Party Materials and Third-Party Services; and Passport is not responsible for such Third-Party Materials and Third-Party Services, the content therein, or any warranties or claims that you or any other party may have relating to such Third-Party Materials and Third-Party Services or your use of them.

You acknowledge and agree that Passport is a third party beneficiary of the End User License Agreement for such Third-Party Materials and Third-Party Services, and that, upon your acceptance of the terms and conditions of the license to any such Third-Party Materials and Third-Party Services, Passport will have the right (and will be deemed to have accepted the right) to enforce such license against you as a third party beneficiary thereof.

9. Warranty Disclaimer

YOUR USE OF THE SITE, SERVICES, SOFTWARE, AND CONTENT AS WELL AS ANY THIRD-PARTY MATERIALS OR THIRD-PARTY SERVICES IS ENTIRELY AT YOUR OWN RISK, AND EXCEPT AS DESCRIBED HEREIN AND IN THE AGREEMENT, ARE PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PASSPORT, ITS LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY “SUPPLIERS”) DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OR CONDITION THAT THE SITE OR THIRD PARTY MATERIALS OR THIRD PARTY SERVICES ARE OR WILL (A) BE FIT FOR A PARTICULAR PURPOSE, (B) BE OF GOOD TITLE, (C) BE OF MERCHANTABLE QUALITY; OR THEY DO NOT OR WILL NOT INTERFERE WITH OR INFRINGE OR MISAPPROPRIATE ANY INTELLECTUAL PROPERTY RIGHTS. FURTHERMORE, THE SUPPLIERS DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED AS TO THE ACCURACY, RELIABILITY, QUALITY OF CONTENT IN OR LINKED TO THE SITE. PASSPORT AND ITS SUPPLIERS DO NOT WARRANT THAT THE SITE IS OR WILL BE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, DATA LOSS, ERRORS, THEFT OR DESTRUCTION.

PASSPORT AND ITS SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.

10. Limitation of Liability; Indemnity

You waive and shall not assert any claims or allegations of any nature whatsoever against Passport or any of its members, officers, directors, agents or employees (collectively, the “Released Parties”) arising out of or in any way relating to your use of the Passport or any Third Party Materials or Third Party Services, including, without limitation, any claims or allegations relating to infringement of proprietary rights, or allegations that any Released Party has or should indemnify, defend or hold harmless you or any third party from any claim or allegation arising from your use or other exploitation of the Site or any Third Party Materials or Third Party Services. You use the Site or any Third-Party Materials or Third-Party Services at your own risk.

Without limiting any of the foregoing, neither Passport nor any other Released Party shall be liable for any direct, special, indirect, incidental, exemplary, punitive, or consequential damages, or any other damages of any kind, including but not limited to loss of use, loss of profits or loss of data, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with the use of or inability to use the Site or any Third Party Materials or Third Party Services, including without limitation any damages caused by or resulting from your reliance on the Site or any Third Party Materials or Third Party Services or other information obtained from the Site or any other Released Party or accessible via the Site or any Third Party Materials or Third Party Services, or that result from mistakes, errors, omissions, interruptions, deletion of files or email, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction or unauthorized access to the Site or any other Released Party’s records, programs or services.

In no event shall the aggregate liability of Passport, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the use of the Site exceed any compensation paid by you for access to or use of the Site during the three months prior to the date of any claim. In no event shall Passport have or incur any liability, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the use any Third-Party Materials or Third-Party Services.

You shall defend, indemnify and hold harmless Passport and the other Released Parties from any loss, damages, liabilities, costs, expenses, claims and proceedings arising out of your use of the Site or any Third-Party Materials or Third-Party Services. Passport reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Indemnified Claims. You agree to reasonably cooperate as requested by Passport in the defense of any Indemnified Claims.

11. Communications

Notices that we give you may be provided in any number of ways, depending on the circumstances. For example, we may email you or telephone you at the contact information you provide in your Registration Data. Or we may post a notice to Clients and Users in the dashboard area of your account on the Site or post the notice elsewhere on the Site. When we post notices on the Site, we post them in the area of the Site suitable to the notice. It is your responsibility to periodically review the Site for notices.

Subject to the Privacy Policy, if you send to Passport or post on the Site in any public area any information, ideas, inventions, concepts, techniques or know-how (“User Submissions”), for any purpose, including the developing, manufacturing and/or marketing or products or services incorporating such information, you acknowledge that Passport can use the User Submissions without acknowledgment or compensation to you, and you waive any claim of ownership or compensation or other rights you may have in relation to the User Submissions. We actively review User Submissions for new ideas. If you wish to preserve any interest you might have in your User Submissions, you should not post them to the Site or send them to us.

12. Applicable Law and Venue

The Site is controlled by Passport and operated by it from its offices in Franklin County, Ohio. The Parties explicitly agree that all disputes, claims or other matters arising from or relating to your use of the Site, the Content or the Services will be governed by the laws of the State of Ohio.

Except where prohibited by applicable law, any claim, dispute or controversy (whether in contract or tort, pursuant to statute or regulation, or otherwise, and whether pre-existing, present or future) involving Passport and arising out of or relating to (a) these Terms; (b) the Site, the Content, or Passport’s Services; (c) oral or written statements, advertisements or promotions relating to these Terms or to the Site, the Content, or the Services; or (d) the relationships that result from these Terms or the Site, the Content, or Passport’s Services (collectively, a “Claim”), will be referred to and determined by the state and federal courts located in Franklin County, Ohio. You consent to the personal jurisdiction of such courts over you, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any objection to proceeding in such courts.

If you choose to access the Services from locations other than Ohio, you will be responsible for compliance with all local laws of such other jurisdiction and you agree to indemnify Passport and the other Released Parties for your failure to comply with any such laws.

13. Termination of Agreement

The Parties may terminate your use of the Site at any time with thirty (30) days-notice. If these Terms expire or terminate for any reason, Sections 4, 8, 9, 10, 12, 13 and 14, and any representation or warranty you make in these Terms, shall survive indefinitely.

14. Miscellaneous

If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. Passport may assign any or all of its rights hereunder to any party without Client’s consent. Client may assign all of its rights under this Agreement to a successor or purchaser that intends to continue all or part of Client’s operations by providing thirty (30) days written notice. Any other assignments by Client shall require the written consent of Passport, which may not be unreasonably withheld, but any such attempted assignment will be void and unenforceable. These Terms, the Agreement and Privacy Policy constitute the entire agreement between you and Passport regarding your use of the Site, the Content and Passport’s services, and supersede all prior or contemporaneous communications whether electronic, oral or written between you and Passport regarding such use.