Welcome to this CEB Learning Portal website ("the Portal") operated by CEB and its affiliates and subsidiaries (collectively, "CEB", "we", "our" or "us"). In exchange for access to the Portal, users ("you") must agree to enter into a contract (these "Terms of Service" or "Terms") with us. These Terms do not apply to our CEB public or member websites or our CEB App, which are governed by our main Terms of Service.
Please read these Terms carefully. This document is a legal contract, and by using the Portal you agree to its terms. If you do not agree to these Terms, you are not authorized to access the Portal, and you must stop using all Sites immediately.
In the case of a conflict between these Terms and any other written agreement ("Agreement") between CEB and any company that purchases any CEB service ("Client Company"), the terms of the Agreement shall control with respect to use of the Portal by employees of such Client Company. For purposes of these Terms hereinafter, "Authorized Users" includes employees of such Client Companies (defined below).
We may, from time to time, modify these Terms. Please check this page periodically for updates. Any changes will be posted on the Portal. If you do not agree to, or cannot comply with, the modified Terms, you must stop using the Portal. The updated Terms will take effect after their posting and will apply on a going-forward basis, unless otherwise provided in a notice to you. Your continued use of the Portal after any such update constitutes your binding acceptance of such changes.
Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-sublicensable, non-transferable, and revocable right to access and use the Portal only in a manner that complies with all local, state, national, and foreign laws, treaties, regulations, and other legal requirements that apply to you or your use of the Portal, including those relating to data security and data privacy, and such further limitations as may be set forth in any notice from us. If your use of the Portal is prohibited by applicable law, then you do not have authorization to use the Portal. As a condition of your access and use of the Portal, you warrant that you will not use the Portal for any purpose that is unlawful or prohibited by the Terms.
We may restrict, suspend, or terminate your access to the Portal without notice to you if we believe that you have violated or facilitated violation of any law or these Terms, or for any other reason in our sole and absolute discretion.
Without limiting the foregoing, you agree not to:
You further agree that you will only access the Portal through the interfaces we provide and that you will not violate or attempt to violate the security of the Portal, including, without limitation:
Trade Sanctions and Export Control. You agree to comply with all export and re-export restrictions and regulations of the United States Department of Commerce and any other United States or foreign agencies and authorities in connection with your use of the Portal, and you also agree that you will not transfer, or authorize the transfer, of any data or services to a prohibited person or country in violation of any applicable laws or regulations. In particular, but without limitation, data may not, in violation of any laws, be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Department of Treasury's Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List or the U.S. Department of Commerce Entity List (of proliferation concern) or the U.S. State Department List of Statutorily Debarred Parties. By using any data or services subject to any such restrictions and regulations, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list. Violations of system or network security may result in civil or criminal liability. In accordance with these Terms, we may investigate and work with law enforcement authorities to prosecute users who are involved in such violations.
Access to the Portal is restricted to Authorized Users to whom we issue usernames and passwords. You are not authorized to access the Portal unless you have received a password from us. In particular, you may not use another person's password to access the Portal, but you may access the Portal using a password issued to your employer if your employer is a Client Company and has authorized you to use its password (subject to any licensing restrictions that may have been agreed to by your employer in its Agreement with CEB). You are responsible for maintaining the confidentiality of your password, and you agree not to share your password with anyone or allow anyone to use your account. You also agree to take full responsibility for any activity that occurs through the use of your account and password. If you become aware that any other person has accessed your account or has obtained your password, you agree to notify us immediately. Even if you notify us, you will be responsible for any damage caused by the breach of security, both before and after the notification. The Portal contains business-related content that is neither intended nor appropriate for children. Accordingly, you may only register for or use the Portal if you are over the age of eighteen (18).
When we ask you to identify yourself or provide other information, you agree to provide truthful, accurate, current, and complete information, and to keep this information current and accurate throughout the time you remain a user of the Portal. You also represent and warrant that you have obtained all necessary consents, approvals and authorizations to provide the information to us, and that you are not violating any laws, rules or regulations or the rights of any individual or entity, by providing such information. You agree that you will protect the security of your account. You are responsible for any activity associated with your account, and for notifying us if you become aware of any unauthorized access to your account. We will not be liable for any loss, damages, liability, expenses or attorneys’ fees that you may incur as a result of someone else using your password or account, either with or without your knowledge, and regardless of whether you have or have not advised us of such unauthorized use. You will be liable for losses, damages, liability, expenses and attorneys’ fees incurred by us or a third party due to someone else using your account.
The CEB Learning Portal Privacy Policy explains our handling of the personal information we maintain about you. By using the Portal, you indicate that you understand and agree to the information collection, use, and disclosure practices described in our Privacy Policy and any additional notices governing our online services, so you should review them before using the Portal. If you have questions about our privacy practices, please contact us. You also agree to respect the privacy of other users. If you obtain contact information for any other user through the Portal, you agree to use that contact information only for legitimate business communications and that you will not use information obtained from the Portal to send, cause to be sent, or assist in the transmission of, unsolicited commercial messages (known as "spam") to any other users through any medium. You also agree not to provide contact information for other users obtained through the Portal to any third party without first obtaining each user’s explicit consent to do so.
Certain portions of the Portal include interactive services, which permit users to submit content for publication on the Portal or to communicate with each other. If your account is used to submit, post, or add content to the Portal or to contact another user (collectively, "User Submissions"), you agree to accept sole responsibility for those User Submissions, including the information, statements, facts, and material contained in any form or medium (e.g., text, audio, video, and photographic) therein. When you provide any User Submission to us, you grant us, our affiliates, and our partners, a worldwide, irrevocable, royalty-free, nonexclusive, sub-licensable license to use, reproduce, create derivative works of, distribute, publicly perform, publicly display, transfer, transmit, distribute, and publish such User Submission, and subsequent versions thereof. You agree you will not attempt to enforce any so-called "moral rights" in your User Submission against us, our affiliates, subsidiaries, parent company, and/or our partners. This license will apply to the distribution and the storage of your User Submission in any form, medium, or technology now known or later developed. The Portal provides a forum for business networking and interaction, and we require all users to behave with professionalism, respect, and in compliance with all applicable laws. By using the Portal, you agree that none of your User Submissions will:
We cannot guarantee that any User Submissions, even those that you do not intentionally publish, will remain confidential, nor do we guarantee that User Submissions published on the Portal will be available only to Authorized Users. Although you are solely responsible for the content you provide and we do not have a policy of reviewing or monitoring all User Submissions, we reserve the right to pre-screen and/or monitor User Submissions. If we become aware of User Submissions that violate these Terms or that we believe in our reasonable discretion to be otherwise objectionable, we may reject or delete them, or take other action, without notice to you and in our sole discretion. If you believe that any User Submissions appear to violate these Terms, please contact us.
You acknowledge, consent and agree that CEB may access, preserve and disclose your account information and content if required to do so by law or in a good faith belief that such access, preservation, or disclosure is reasonably necessary to (i) comply with legal process (e.g., a subpoena, court order, or warrant); (ii) enforce these Terms; (iii) respond to claims that any content violates the rights of third parties; (iv) respond to your requests for customer service; (v) protect the rights, property, or personal safety of CEB, its users and the public; or (vi) as otherwise permitted by our Privacy Policy.
The entire contents of the Portal are subject to copyright protection under the laws of the United States and other countries. You acknowledge that misappropriation, misuse, or redistribution of content on the Portal could cause irreparable harm to CEB or to third parties. Permission is granted to display, copy, distribute, and download the materials on the Portal for internal business use only (in accordance with these Terms and the terms of the applicable Agreement with your employer), provided you do not modify the materials and that you retain all copyright and other proprietary notices contained in the materials. You may not, however, copy, reproduce, distribute, publish, enter into a database, display, perform, modify, create derivative works of, transmit, sell or offer for resale, or in any way exploit any part of the Portal without our express written permission. You also may not "mirror" or "frame" any material contained on the Portal on any other server without prior written permission from CEB.
If you believe in good faith that your copyrighted work has been reproduced on or linked from the Portal without authorization in a way that constitutes copyright infringement, please provide our designated copyright agent with the following information:
Our copyright agent for notice of claims of infringement on the Portal is:
CEB, Attention: Legal Department; Copyright, 1919 North Lynn Street, Arlington, Virginia 22209
All rights in the product names, company names, trade names, logos, service marks, product packaging, and trade dress, whether or not appearing in large print or with the trademark symbol (collectively, the "Trademarks") displayed on the Portal belong exclusively to CEB or their respective owners and are prohibited from imitation, dilution, or confusing or misleading uses under United States and international trademark and copyright laws. The use or misuse of the Trademarks or any materials, except as permitted herein, is expressly prohibited, and nothing stated or implied on the Portal confers on you any license or right under the Trademarks or any patent of CEB or any third party.
In order to protect the content included on the Portal, including within certain Restricted Areas, we may place limits on specific users' access to our content. For example, in order to prevent unauthorized distribution, we may place a limit on the number of files a user can download from the Portal. If you attempt to download more than the preset number of files, we may lock your account, preventing you from downloading any further content. We will notify you if your account is locked, and we will give you the opportunity to request that your account be unlocked by emailing us at moderator@evantapda.com for any PDA related questions, CEBDigitalTraining@cebglobal.com for all other tenants or by another method that we may establish.
In addition, in order to prevent unauthorized distribution, we may place technological restrictions on your use of content downloaded from the Portal, including technology known as "digital rights management." This technology may prevent you from transferring content between computers or redistributing it, and you agree that any technological restrictions we impose will govern your use of that content. However, your use of content distributed on the Portal is subject to the restrictions on redistribution or reuse described above even if we choose not to impose technological restrictions to prevent your violation of these Terms.
If you wish to use our content in a way not permitted by these Terms or by any technological restrictions we impose, you may contact us to describe your proposed use and ask for permission to use the content in the proposed manner, but you may not attempt to reverse-engineer or circumvent such technological restrictions. If we grant permission to use our content in a manner that is inconsistent with these Terms or with any technological restriction we impose, we must do so in writing.
Any information supplied by any employee or agent of CEB, whether by telephone, e-mail, letter, or other form of communication, is intended solely as general guidance on the use of the Portal or other services provided by CEB, and does not constitute legal, tax, medical, accounting, or other professional advice. In addition, the content provided on the Portal, including User Submissions, is intended as general educational information, not specific professional advice. You agree that you must evaluate, and bear all risks associated with, the use or disclosure of any content, including User Submissions. You further acknowledge and agree that you will not rely on any content available on or through the Portal. Individual situations and applicable laws vary, and users are encouraged to obtain appropriate advice from qualified professionals in their applicable jurisdictions.
Your correspondence or business dealings with, or participation in promotions of, advertisers or other users found on or through the Portal, including payment for and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such third party. You agree that we shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers or third parties on the Portal.
We may, as a convenience to users, provide links to third-party content and other websites on the Portal. We do not endorse, sponsor, or accept any responsibility for such material. We are not responsible for the content or privacy practices of any linked websites. We encourage you to read the privacy policies and terms applicable to such third parties prior to using their websites and content.
Our products and services, including the Portal, any User Submissions, and links from the Portal to any third-party websites, are provided AS IS, and we make NO REPRESENTATION OR WARRANTY OF ANY KIND with respect to them.
WE DISCLAIM, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY AND ALL (a) WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (b) WARRANTIES AGAINST INFRINGEMENT OF ANY THIRD-PARTY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS; (c) WARRANTIES RELATING TO THE TRANSMISSION OR DELIVERY OF THE SITES; (d) WARRANTIES RELATING TO THE ACCURACY, RELIABILITY, CORRECTNESS, OR COMPLETENESS OF DATA MADE AVAILABLE ON THE PORTAL OR OTHERWISE BY CEB; AND (e) WARRANTIES OTHERWISE RELATING TO PERFORMANCE, NONPERFORMANCE, OR OTHER ACTS OR OMISSIONS BY CEB OR ANY THIRD PARTY. FURTHER, THERE IS NO WARRANTY THAT THE PORTAL WILL MEET YOUR NEEDS OR REQUIREMENTS OR THE NEEDS OR REQUIREMENTS OF ANY OTHER PERSON.
WE MAKE NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, (a) THAT THE INFORMATION PROVIDED THROUGH THE PORTAL WILL BE FREE FROM ERROR, OMISSION, INTERRUPTION, DEFECT, OR DELAY IN OPERATION, OR FROM TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS; (b) THAT THE PORTAL WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (c) THAT DEFECTS OR ERRORS IN THE PORTAL WILL BE CORRECTED; (d) THAT THE CONTENT ON THE PORTAL WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (e) THAT THE PORTAL WILL MEET YOUR REQUIREMENTS OR ACHIEVE ANY PARTICULAR RESULTS. ANY INFORMATION ON THE PORTAL IS SUBJECT TO CHANGE WITHOUT NOTICE, AND WE DISCLAIM ALL RESPONSIBILITY FOR THESE CHANGES.
YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE OF ACTION ARISING UNDER THESE TERMS IS YOUR RIGHT TO TERMINATE YOUR USE OF THE PORTAL. YOU AGREE THAT WE WILL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES, INCLUDING LOST PROFITS OR COSTS OR ATTORNEY'S FEES, ARISING OUT OF OR RELATING TO YOUR USE OF THE PORTAL, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, BREACH OF WARRANTY, DEFAMATION, NEGLIGENCE, OR STRICT LIABILITY.
IN THE EVENT THAT YOU HAVE A DISPUTE WITH ANOTHER USER RELATED TO, ARISING FROM, OR IN ANY WAY CONNECTED WITH YOUR USE OF THE PORTAL, YOU RELEASE CEB FROM ANY CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH A DISPUTE, AND AGREE TO HOLD CEB HARMLESS IN CONNECTION WITH ANY SUCH DISPUTE.
If you are a California resident, you hereby waive California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." This release includes the criminal acts of others.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages such as above in Sections 14 and 15. Accordingly, some of the above limitations may not apply to you,
YOU AGREE TO INDEMNIFY AND DEFEND CEB, AND OUR OFFICERS, DIRECTORS, OWNERS, EMPLOYEES, AGENTS, INFORMATION PROVIDERS, AFFILIATES, PARTNERS, AND LICENSORS (THE "CEB PARTIES") AGAINST, AND HOLD THE CEB PARTIES HARMLESS FROM, ANY CLAIMS, LIABILITY, LOSSES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) MADE BY ANY THIRD PARTY AS A RESULT OF OR IN CONNECTION WITH YOUR USE OF THE PORTAL, YOUR CONNECTION TO THE PORTAL, YOUR VIOLATION OF THE TERMS OR PRIVACY POLICY, YOUR VIOLATION OF AN APPLICABLE LAW, YOUR USER SUBMISSIONS, AND/OR YOUR VIOLATION OF ANY RIGHTS OF ANOTHER. WE RESERVE THE RIGHT, AT OUR OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF SUCH DISPUTES AND IN ANY EVENT YOU WILL COOPERATE WITH US IN ASSERTING ANY AVAILABLE DEFENSES.
We reserve the right, at any time, to modify or discontinue, temporarily or permanently, any part of the Portal, with or without notice. You agree that we shall not be liable to you or any third party for any modification, suspension, or discontinuance of a Site.
We reserve the right, in our sole discretion, to terminate, suspend, or limit your access to the Portal, or any portion thereof, at any time without notice to you. If we do so, the provisions of these Terms will survive such termination, except that you will not be permitted to use the Portal to the extent that we terminate, suspend, or limit your access. You may also discontinue your own access to the Portal by contacting us in writing to request that your account be terminated.
Unless otherwise specified herein, these Terms constitute the entire agreement between you and CEB with respect to your use of the Portal, superseding any prior or contemporaneous communications and proposals in any form between you and CEB (except with respect to Authorized Users whose authorization to use the Portal is subject to an Agreement).
If any provision of these Terms is determined to be invalid or unenforceable by a court or otherwise, then the parties agree that the court should endeavor to give effect, to the maximum extent permitted by law, to the parties’ intention as reflected in the provision, and the other provisions of these Terms will remain in full force and effect.
You agree that any dispute between you and CEB will be governed by the law of the Commonwealth of Virginia, USA without regard to its conflict of law provisions.
You agree that our failure to enforce any provisions of these Terms or respond to a breach by you or other parties does not in any way waive our right to enforce subsequently any terms or conditions of the Terms or to act with respect to similar breaches.
You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and CEB as a result of these Terms or your access to and use of the Portal. You further agree that a printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Please contact us if you have any questions or comments about these Terms.
Last Revised: January 2017
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