Last updated on January 1, 2021
Strategyn, LLC (“Strategyn”, “we”, “us”) provides these Terms of Use (“Terms”) as the rules that apply to all your activities on the Strategyn website and/or Strategyn mobile applications, including the use of our learning platform accessible through the website and our related services (collectively, the “Services”). We also provide details regarding our processing of personal data we receive in our Privacy Policy, available at: https://strategyn.com/legal.
These Terms constitute a binding legal agreement between you and Strategyn and contain important information about your rights and obligations, as well as limitations and exclusions relating to the Services and the interactions between you and Strategyn.
If you do not want to be bound by these Terms, you may not use the Services in any manner.
Additionally, if you live in the United States or Canada, by agreeing to these Terms, you are agreeing, with very limited exceptions, to resolve any disputes you have with Strategyn related to these Terms through binding arbitration (rather than in court) and you waive certain rights to participate in class or representative actions. Details on the terms relating to arbitration under these Terms as set forth in the “Resolving Disputes” section below.
1. Accounts and Age Restrictions
Most activities on our platform require you to have an account, including enrolling in courses and accessing our content made available to registered users. When setting up and maintaining your account, you agree to provide and continue to provide complete and accurate information, including a valid email address. You are fully responsible for your account and everything that happens on your account, including any harm or damage (to us or anyone else) caused by someone using your account without your permission. This means it is important that you protect your password and access to your account.
We provide access to our account on a “one account, one user” basis – this means your account is for your use only. You may not permit someone else to use your account to access our platform, or use someone else’s account to access our platform. If you contact us to request access to an account, we will not grant you such access unless you can provide us the login credential information for that account. If you create an account on behalf of an organization (rather than on your own behalf as an individual), you may also have the ability to create additional user accounts on behalf of your Affiliated Organization (as defined below) and to use administrative access assigned to your account to associate those additional accounts with a single portal dedicated to the accounts affiliated with your Affiliated Organization on the terms adopted and modified by Strategyn from time to time, including terms setting forth the terms on which your Affiliated Organization may purchase or otherwise obtain access to the Services for its affiliated users.
You agree to notify us immediately upon learning that someone else may be using your account without your permission (or if you suspect any other breach of security) by contacting us at innovation@strategyn.com. We may request some information from you to confirm that you are indeed the owner of your account.
You must be at least 18 years of age to create an account with us and use the Services. If we discover that you have created an account and you are younger than the required age for consent to use online services (for example, 13 in the US), we will terminate your account.
You can terminate your account at any time by contacting us at innovation@strategyn.com. Refunds are at the sole discretion of Strategyn
2. Your Rights to Use the Services and Our Content
Account. Your account provides you with the ability to view certain content on our platform and to access courses and related materials that we make available on our platform (collectively, the “Strategyn Content”). The access you have to particular Strategyn Content depends on the courses and Strategyn Content for which you have paid the applicable fees to gain access. If your account was created based on your affiliation with an organization that is a customer of Strategyn and has purchased or obtained access rights on your behalf (your “Affiliated Organization”), you will also have access to the Strategyn Content that your Affiliated Organization has acquired access rights to on your behalf.
License Scope and Restrictions. In order to facilitate your use of the Services pursuant to these Terms, subject to your compliance with these terms, we grant you a limited, non-exclusive, non-transferable license to access and view the Strategyn Content for which you (or the organization that your account is associated with) have paid all required fees, solely for one or both of the following purposes: (1) your own personal, non-commercial, educational purposes through access to the Services only or (2) your own use solely for the benefit of your Affiliated Organization, in which case the use must be limited to your own use (i.e., not the use of other individuals at your Affiliated Organization) for your Affiliated Organization’s internal business purposes. In either case, your use must be in accordance with these Terms and any conditions or restrictions associated with a particular course or feature of our Services. All other uses of any of the Strategyn Content are expressly prohibited. For clarity, you may not use Strategyn’s services or content for any external business purposes, including to market, sell, or offer any Strategyn content or services to any third party or to compete with Strategyn in any manner. You may not reproduce, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, sublicense, or otherwise transfer or use any Strategyn Content unless (1) that use is expressly authorized by these Terms or (2) we give you explicit permission to do so in a written agreement signed by an authorized representative of Strategyn.
We reserve the right to revoke any license to access and use Strategyn Content at any point in time in the event if we decide or reasonably believe that revocation is required due to legal or policy reasons, for example, if continuing to provide a particular course could subject us to a legal claim.
Downloadable Content. Certain components of the Strategyn Content are made available for download via features on the Service expressly allowing you to download such materials via our platform. Strategyn Content that we have affirmatively made available for download through our platform is referred to as “Downloadable Content” in these Terms. While your account remains active, you may download, save, print, and/or make copies of such Downloadable Content for your own use, and you may retain such copies prior to the expiration or termination of your account, provided that your use of the Downloadable Content will always remain subject to the restrictions on the scope of use permitted by this Section 2. For clarity, except as required by law, you agree not to provide any Downloadable Content in your possession to anyone else while you have an account with us or thereafter, and you agree not to use such Downloadable Content, or any derivative works based on the Downloadable Content, for commercial purposes at any time.
For all content that is not Downloadable Content, your right to use such Content is limited solely to accessing the Content on our platform via your account with us while your account remains active. You expressly agree and covenant that you will not print, download, screenshot, or otherwise copy or preserve for use outside of our platform, any Content that is not Downloadable Content.
3. Payments
You agree to pay (or cause your Affiliated Organization to pay) the fees for access to Strategyn Content that you purchase, as reflected via the Services at the time of the relevant purchase, and you authorize SAP Litmos (the platform hosting Strategyn Content) to charge your debit or credit card or process other means of payment for those fees. We use with third party payment processors to offer you convenient payment methods and to keep your payment information secure. Please refer to the SAP Litmos Privacy Policy [https://www.litmos.com/privacy-policy] for details on how payments are processed.
You agree that you will use a valid and authorized payment method any time you pay fees in connection with the Services. If for any reason your payment method fails but you still receive access to the relevant Strategyn Content, you agree to pay us the corresponding fees within thirty (30) days of notification from us. Until we receive full payment for access to the relevant Strategyn Content, you do not have any of the access rights set forth in Section 2, and we retain the right to revoke access at any time until full payment is received.
If at any time you pay fees with the intention or understanding that your Affiliated Organization will reimburse all or part of those fees (for example, if your Affiliated Organization is your employer and you pay for access to a course at their direction in connection with your employment), the terms of such reimbursement are solely between you and your Affiliated Organization. We do not have any responsibility for enforcing the terms of any agreement or obligation of your Affiliated Organization with respect to such fees.
4. Content and Legal Compliance
Legal Compliance. In addition to the use restrictions set forth in Section 2, you can only use the Services and the Strategyn Content for lawful purposes. You may not access or use the Services, or create an account with us, for any unlawful purpose. Your use of the Services, and your behavior on our platform, must comply at all times with applicable local or national laws or regulations of your country. It is solely your responsibility to know and to comply with such laws and regulations that are applicable to you. You may not access our Services if you are from a territory where U.S. businesses are prohibited from engaging in business (such as Cuba, Iran, North Korea, Sudan, or Syria) or if you have been designated a Specially Designated National, Denied Person, or Denied Entity by the U.S. government.
Content You Submit. You have full responsibility for any and all content that you post to, or otherwise make available on, our platform, including any ideas or suggestions for new features or improvements to our products or services (“User-Submitted Content”). In submitting any material, you must comply with the law and respect the intellectual property rights of others.
Termination. We may terminate or suspend your permission to use our platform and Services or ban your account at any time, with or without notice, for any violation of these Terms (including the guidelines in this Section 4), if you fail to pay any fees when due, upon the request of law enforcement or government agencies, for extended periods of inactivity, for unexpected technical issues or problems, or if we suspect that you engage in fraudulent or illegal activities. Upon any such termination we may delete your account and any content you have submitted, and we may prohibit your further access to the platform and use of our Services. You agree that we will have no liability to you or any third party for termination of your account, removal of your content, or blocking of your access to our platforms and services.
5. Strategyn’s Rights to Feedback and Content You Post
Any User-Submitted Content continues to belong to you. However, by submitting or posting User-Submitted Content on or through our platform or otherwise to the Services, you grant us a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display, and distribute your User-Submitted Content in any and all media or distribution methods (existing now or later developed). This includes providing the User-Submitted Content to other companies, organizations, or individuals we do business with. Any feedback, comments, or suggestions you may provide regarding Strategyn or the Services is entirely voluntary and we will be free to use such feedback, comments, or suggestions as we see fit and without any obligation to you. You represent and warrant that you have all the rights, power, and authority necessary to authorize us to use any User-Submitted Content. You also agree to all such uses of your content with no compensation paid to you.
6. Strategyn’s Ownership Rights
Strategyn retains all right, title, and interest in and to the training platform and the Services, including our website, any associated applications (existing or future), and the content our employees or affiliates submit or provide through our Services (other than your User-Submitted Content) – all of the foregoing are and will remain the exclusive property of Strategyn and (if applicable) its licensors. Nothing gives you a right to use Strategyn’s name or any of our logos, trademarks, domain names, or other distinctive brand features. The Strategyn platform, the Services, and our logos are protected as applicable by copyright, trademark, and other laws of both the United States and foreign countries.
You agree not to do any of the following while accessing or our platform and/or otherwise using our Services:
- access, tamper with, or use non-public areas of the platform, or our technical delivery systems or those of our service providers;
- copy, modify, reverse engineer, create any derivative works based upon, or otherwise attempt to discover any source code of, or content on, our platform or the Services.
- knowingly access any aspect of our platform and/or any Strategyn Content that you do not have valid, existing rights to access pursuant to these Terms
- disable, interfere with, or try to circumvent any of the features of the platforms related to security or the permitted nature of use for any particular Strategyn Content, or probe, scan, or test the vulnerability of any of our systems.
- scrape, spider, use a robot, or use other automated means of any kind to access the Services.
- use the Services to send any altered, deceptive, or false source-identifying information, phishing, or other misleading communications (such as sending email communications giving the false appearance of originating with Strategyn); sending a virus, overloading, flooding, spamming, or mail-bombing the platforms or services or otherwise interfering with (or attempting to interfere with), the access of any user, host, or network, including, without limitation our platform or the Services, or in any other manner interfering with or creating an undue burden on the Services.
7. Resolving Disputes
This Resolving Disputes section applies only if you live in the United States or Canada. As set forth below, you and Strategyn agree to resolve through arbitration claims arising under this Agreement – this means we are both contractually agreeing to resolve most claims by submitting them to an arbitrator rather than pursing them in a court of law.
Small Claims Excepted. If a dispute arises among us that is one that can be pursued in small claims court, then either of us can bring a claim in small claims court in (a) Denver, Colorado, (b) the county where you live, or (c) another place we both agree on, as long as the claim qualifies to be brought in that court
Claims Subject to Arbitration. If we have a dispute that we are unable to resolve on an informal basis, other than claims described in the “Small Claims Excepted” paragraph above, you and Strategyn agree to resolve any claims related to these Terms (or our other legal terms applicable to your use of the Services) through final and binding arbitration, regardless of the type of claim or legal theory. A party with a claim that is subject to arbitration can initiate the claim with the American Arbitration Association (“AAA”) under their rules as described below. If a claim is pursued in court that is subject to this arbitration policy and one party refuses to arbitrate it, the other party can ask a court to compel arbitration, i.e., to legally require both parties to go to arbitration. If arbitration is occurring, either party can ask a court to suspend proceedings in related court actions pending resolution of the arbitration.
Arbitration Procedures. Any disputes that are subject to arbitration under this policy and involve a total claim of less than $10,000 USD must be resolved exclusively through binding non-appearance-based arbitration. A party electing arbitration must initiate proceedings by filing an arbitration demand with the AAA. The arbitration proceedings shall be governed by the AAA Commercial Arbitration Rules, Consumer Due Process Protocol, and Supplementary Procedures for Resolution of Consumer-Related Disputes (or the corresponding rules then in effect). You and Strategyn agree that the following rules will apply in any arbitration proceedings of this kind: (a) the arbitration will be conducted by telephone, online, or based solely on written submissions (at the choice of the party seeking relief); (b) the arbitration must not involve any personal appearance by the parties or witnesses (unless we and you agree otherwise); and (c) any judgment on the arbitrator’s rendered award may be entered in any court with competent jurisdiction. For disputes that involve a claim of $10,000 USD or more, the applicable provisions of the AAA’s rules will govern whether the arbitration hearing will be in-person.
No Class or Representative Actions. We both agree that we can each only bring claims against the other on an individual basis under these Terms. This means: (a) neither you nor Strategyn can bring a claim related to these Terms as a plaintiff or class member in a class action, consolidated action, or representative action; (b) an arbitrator does not have authority under these Terms to combine multiple people’s claims into a single case (or preside over any consolidated, class, or representative action); and (c) any decision or award by an arbitrator pursuant to these Terms in one person’s case can only impact that user, not other users, and the award cannot be used to determine the outcome of any issues in another claim. If a court decides that this “No Class or Representative Actions” clause isn’t enforceable or valid, then this “Resolving Disputes” section will be null and void, but the rest of these Terms will still apply.
Changes.Although we reserve the general right to modify these Terms as set forth in the “Updating These Terms” section below, if we make any changes to this “Resolving Disputes” section after the date you last indicated acceptance to these Terms, you will have the option to reject any of those changes by providing us with written notice of your rejection by mail or hand delivery to: Strategyn, LLC, 1550 Larimer Street, Suite 877, Denver, CO, 80202, or by email from the email address associated with your Account to: innovation@strategyn.com within 30 days of the date such change became effective, as indicated by the “Last Updated On" date at the beginning of these Terms. To be effective, your notice of rejection must include your full name and clearly indicate your intent to reject changes to this “Resolving Disputes” section. By rejecting the changes, you are agreeing that you will arbitrate any dispute between us relating to these Terms in accordance with the provisions of this “Resolving Disputes” section as of the date you last indicated acceptance to these Terms prior to our implementation of the changes in question.
8. Miscellaneous Legal Terms
Binding Agreement. As set forth above, these Terms constitute a binding legal contract between you and Strategyn. You agree that by registering, accessing or using our Services, you are agreeing to enter into a legally binding contract with us on the Terms stated here. If you do not agree to these Terms, do not register for an account, access our platform, or otherwise use any of our Services.
These Terms (including any agreements and policies linked from these Terms, including our Privacy Policy) constitute the entire agreement between you and us.
If any part of these Terms is found to be invalid or unenforceable under applicable law, then that provision alone will be deemed superseded by a valid, enforceable provision that as nearly as practicable matches the intent of the original provision, and the remainder of these Terms will continue in effect without modification.
Except as expressly stated herein, no delay in exercising, or failure to exercise, a right by a party in a particular instance will result in the prospective waiver such right under these Terms. The waiver of a right under these Terms in a particular instance shall not result in the waiver of such right generally or in the future absent an expressed intent to by the waiving party to waive the right generally.
The following sections of these Terms shall survive the expiration or termination of these Terms: Sections 2 (Your Rights to Use the Services and Our Content), 5 (Strategyn’s Rights to Feedback and Content You Post), 6 (Strategyn’s Ownership Rights), 7 (Resolving Disputes), and 8 (Miscellaneous Legal Terms).
Disclaimers. Although we make commercially reasonable efforts to maintain the availability of the Strategyn Content via our platform, there will be times when our platform is unavailable or portions of the Strategyn content may not be accessible, for reasons including, but not limited to, planned maintenance or an issue with our site. You agree by using the Services that the Services and their content are provided on an “as is” and “as available” basis. We (and our affiliates, suppliers, vendors, and agents) make no representations or warranties about the suitability, reliability, availability, timeliness, security, lack of errors, or accuracy of the Services or their content, and we expressly disclaim any warranties or conditions (express or implied), including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We (and our affiliates, suppliers, vendors, and agents) make no warranty that you or your Affiliated Organization will obtain specific results from your use of the Services. Your use of the Services (including any Strategyn Content) is entirely at your own risk. Some jurisdictions do not allow the exclusion of implied warranties – if you reside in such a jurisdiction, the exclusion of implied warranties set forth above does not apply to you, but the remainder of this paragraph continues to apply to the full extent permitted by applicable law.
We may decide to modify or to cease making available certain features of the Services at any time and for any reason. Under no circumstances will Strategyn (or its affiliates, suppliers, vendors or agents) be held liable for any damages due to such interruptions or lack of availability of such features.
We are not responsible for delay or failure of our performance of any of the Services caused by events beyond our reasonable control, like an act of war, hostility, or sabotage; natural disaster; electrical, internet, or telecommunication outage; or government restrictions.
LIMITATION OF LIABILITY. By using the Services, you agree that, to full the extent permitted by law, Strategyn (and our group companies, suppliers, vendors, and agents) will not be liable for any indirect, incidental, punitive, or consequential damages (including loss of data, revenue, profits, or business opportunities, or personal injury or death), whether arising in contract, warranty, tort, product liability, or otherwise, and even if we’ve been advised of the possibility of damages in advance.
By using the Services, you further agree that our liability (and the liability of our group companies, suppliers, vendors, and agents) to you or any third parties under any circumstance related to these Terms and/or your use of the Services or any other products or services of ours is limited to the greater of (i) one hundred dollars ($100) or (ii) the amount you have paid us in the twelve (12) months immediately preceding the event giving rise to your claims. Some jurisdictions don’t allow the exclusion or limitation of liability for consequential or incidental damages, so some of the above may not apply to you. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages – if you reside in such a jurisdiction, the exclusion of, and limitation of liability for, consequential damages set forth above does not apply to you, but the remainder of this paragraph and the preceding paragraph continues to apply to the full extent permitted by applicable law.
Indemnification. By using the Services, you agree to indemnify, defend (if we so request), and hold harmless Strategyn, our affiliated companies, and their officers, directors, suppliers, vendors, and agents from and against any third-party claims, demands, losses, damages, or expenses (including reasonable attorney fees) arising from (a) the nature of content of any User-Submitted Content you post or submit to our platform; (b) your use of the Services; (c) your violation of these Terms, or (d) your violation of any rights of a third party in connection with your use of the Services. The indemnification obligations in this paragraph will survive the termination of these Terms and your use of the Services.
Jurisdiction and Governing Law. These Terms are governed by the laws of the State of Colorado, United States, without reference to its choice or conflicts of law principles. In any situation to which the “Resolving Disputes” section above does not apply, you and Strategyn both consent to the exclusive jurisdiction and venue of the federal and state courts in Denver, Colorado, United States.
Commencement of Actions; Notices. No action, regardless of form, arising out of or relating to these Terms may be brought by either party more than one (1) year after the cause of action has accrued.
Any notice or other communication to be given hereunder will be in writing and given by registered or certified mail, return receipt requested, or email (if sent by us to you, then to the email associated with your account, and if sent by you to us, to innovation@strategyn.com.
Contractual Relationship. You and we agree the relationship created by these Terms is one of independent contracting parties and that no joint venture, partnership, employment, contractor, or agency relationship exists between us as a result of these Terms or your use of the Services.
No Assignment.You may not assign or transfer these Terms (or the rights and licenses granted under them). For example, if you registered an account in connection with rights obtained by an Affiliated Organization, your account cannot be transferred to another individual associated with the Affiliated Organization. Strategyn may assign these Terms (or the rights and licenses granted under them) to another company or person without restriction. Nothing in these Terms confers any right, benefit, or remedy on any third-party person or entity. You agree that your account is non-transferable and that all rights to your account and other rights under these Terms terminate upon your death.
9. Updating These Terms
From time to time, we may update these Terms to clarify our practices or to reflect new or different practices (such as when we add new features). Strategyn reserves the right in its sole discretion to modify and/or make changes to these Terms at any time. If we make any material change after your acceptance of these Terms, we will notify you using prominent means such as by email notice sent to the email address specified in your account or by posting a notice through our Services. Modifications will become effective on the day they are posted unless stated otherwise.
By continuing to use the Services after any changes become effective, you accept those changes. Any revised Terms shall supersede all previous Terms upon effectiveness of the applicable revisions.
10. Severability
Any part, provision, representation or warranty of this Agreement which is prohibited or which is held to be void or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any part, provision, representation or warranty of this Agreement which is prohibited or unenforceable or is held to be void or unenforceable in any jurisdiction shall be ineffective, as to such jurisdiction, to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction as to all not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereto waive any provision of law which prohibits or renders void or unenforceable any provision hereof.
11. Contacting Us
You can contact us with questions or issues relating to these Terms at: innovation@strategyn.com