ITASCA Software Academy

1. an online learning management proprietary platform (“E-Learning Platform”) which hosts a variety of self-paced and on-demand pre-recorded and live video training courses within the fields of engineering, numerical modelling, civil engineering, mining, geotechnical engineering, hydrogeology, oil and gas, and energy (collectively the “Online Course(s)”); 
2. access to and remote attendance/use of both free and paid Online Courses available on the E-Learning Platform and delivered by us or our third party independent specialist trainers/professors (“Professor(s)”); and
3. access to exclusive content, including but not limited to PowerPoint presentations, quizzes, tests, surveys, live question & answer sessions, and  video training, in order for you to connect with other registered users and Professors, (collectively the “Service(s)”).

1. the Online Courses are self-taught courses;
2. all live video training will take place at a pre-determined date and time on the E-Learning Platform;
3. you shall be solely and exclusively responsible for the choices you make with regards to the Online Courses;
4. you shall be solely and exclusively responsible for any and all decisions, actions or inactions you may choose to take whilst accessing, using and remotely attending the Online Courses; 
5. Itasca shall not be liable for any result or non-result or any consequences which may occur due to your access to and remote attendance/use of the Online Courses; and
6. the Online Courses are for information and educational purposes only.
   
   

1. access, use and remotely attend the Online Courses on the E-Learning Platform, and
2. view the Online Course and any associated content,

for which you have paid all required Fees (defined below) and solely for your internal business or personal use, non-commercial, and educational purposes.

All and any other uses of the Online Courses are strictly prohibited. You shall not reproduce, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, sublicense, or otherwise transfer or use any Online Course available on the E-Learning Platform unless Itasca grants you with express written permission to do so.

2.4 For the avoidance of doubt, you shall not (i) be granted any right to commercialize or otherwise sublicense, transfer, assign, and/or convey the Services, and (ii) permit any third party to use or copy the Services, in whole or in part, or any improvements thereto. 

2.5 You acknowledge and agree that any and all payments you make to obtain access to the Services on the Websites and E-Learning Platform, are for your internal business or personal use only. As such you shall not be permitted or authorized to share such Services, for which payment has been received by Itasca from you, with any unauthorized third party. Should Itasca reasonably suspect you, in its sole discretion, of partaking in any irregular activity/abuse to access the Online Courses, we may block your use of the Services and terminate your access to the Websites and E-Learning Platform in accordance with Section 15 (Suspension and Termination) of these Terms.

2.6 Itasca shall not be held responsible for any content, or the level of the Online Courses or for any service provided by the Professor on the E-Learning Platform. As such, Itasca does not warrant or guarantee the accuracy or completeness of the Online Courses and/or any information/content provided by the Professors. Your use of any Online Course(s) on the E-Learning Platform, its content and any associated items obtained through the Websites shall be at your sole risk. You assume full responsibility for actions you take following your use of any and all Online Courses.

2.7 You may connect to the Services using any Internet browser supported by the Services on the E-Learning Platform. You acknowledge that you shall solely be responsible for obtaining access to the Internet and the equipment necessary to use the Services. 

2.8 You acknowledge that Itasca may, in its sole discretion at any time without notice and for any or no reason, add, change, suspend, remove or discontinue any or all part(s) of the Services and/or Websites. 

2.9 You agree to use the Websites and access the Services for lawful purposes only. Therefore, you agree to not:

1. use any material or information, including images or photographs, which are made available by Itasca through the Services in any manner that infringes Itasca’s or any third party’s copyright, trademark, patent, trade secret, or other proprietary right;
2. download, copy, record, distribute, reproduce, perform, display, sell or give away the Online Courses provided by Itasca on the E-Learning Platform to any third party, as any such actions or practices are not only illegal but also strictly forbidden by Itasca;
3. falsify or delete any copyright management information, such as author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained on the Websites and Services made available to you;
4. use, download or otherwise copy, or provide (whether or not for a fee) to an individual or entity any directory of users of the Services, any information and/or any portion thereof; 
5. violate any applicable laws or regulations; and/or
6. use the Services and Websites for any unauthorized commercial purposes.
   
   

3.1 In order to use the Services, you must first register with Itasca through our online registration process, by providing all required information which shall include but not be limited to your full name and email address. An account shall thereafter be opened by Itasca, in its sole discretion, for you on the Websites and E-Learning Platform (“User Account”). 

3.2 Each User Account is personal, non-transferable and may only be registered and used by one (1) single individual/entity. You may not access any third party’s account or authorize any third party to access your User Account and use the Services on your behalf. You acknowledge and agree that Itasca may, in its sole discretion, deny you access to its Websites and/or Services for any reason or no reason at all.

3.3 Where a registered user is a legal entity, the natural person (you) registering the User Account on behalf of such legal entity warrants that you have the legal capacity and power to (i) act on behalf of and represent such legal entity, (ii) proceed with the registration of the legal entity and creation of its User Account on the Websites, (iii) accept these Terms on its behalf, and (iv) make payment of the Online Course for and on behalf of such legal entity.  

3.4 You agree to (i)  provide true, accurate, current and complete information about yourself as prompted by Itasca’s registration process on the Websites, and (ii) maintain and promptly update the information provided during registration to keep it true, accurate, current, and complete at all times. If you provide any information to Itasca that is untrue, inaccurate, outdated, or incomplete, or if we have reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, we may close your User Account on the Websites and deny you the ability to access and use the Services. You agree to hold Itasca harmless and bear full responsibility for all damages accrued by Itasca in the event of any violation of the obligations provided under this Section 3.4.

3.5 You may indicate, during the registration process, to Itasca your User Account’s username (which shall be your registered email address) and your choice of password to be used as login credentials to access your User Account (“Login Credentials”). You shall be solely responsible for (i) maintaining the confidentiality of your Login Credentials; and (ii) any and all activities which occur under your User Account. You agree to notify Itasca immediately of any unauthorized use of your User Account or any other breach of security. Itasca shall not be liable for any loss that you may incur as a result of any third-party using your Login Credentials and/or accessing/using your User Account either with or without your knowledge. However, you may be held liable for losses incurred by Itasca due to any third-party using your Login Credentials and/or User Account. You acknowledge and agree that you may not (a) use the User Account of another user registered on the Website, and further acknowledge that User Accounts are for use by one user only, and (b) impersonate any individual or entity, or falsely state or otherwise misrepresent any affiliation with an individual or entity when accessing the Websites and when using the Services on the E-Learning Platform.

3.6 Deletion of User Account. Should you wish to delete your User Account, you may email Itasca at [email protected] with your request to delete your User Account. Following such request, Itasca will permanently delete your User Account, as well as any data contained in the User Account, within thirty (30) calendar days from the submission of your deletion request. You acknowledge and agree that by submitting a request to delete your User Account, you will no longer be able to access the Online Courses. Itasca shall not be liable for any damages caused from such deletion of your User Account. The provisions of Section 15 (Suspension and Termination) shall also apply in case of the deletion of your User Account.

3.7 Age Restriction. You must be at least eighteen (18) years of age to create a User Account on the E-Learning Platform and to use the Services. If you are younger than eighteen (18), but above the required legal age for consent to use online services in the place where you live (i.e., thirteen (13) years in the USA) we encourage you to invite a parent or legal guardian to assist you in registering your User Account on the E-Learning Platform and using the Services. If you are below the legal age of consent to use online services, you cannot create a User Account or use the Services. Should Itasca discover that you have violated any provision under this Section 3.7, we will terminate your User Account, in our sole discretion and without liability to you.  

4.1 Itasca allows you to make available certain information contained in your User Account and other text, graphics, discussions or any other material (“User Content”) on the Websites and E-Learning Platform. You shall be responsible for the User Content that you post to the Websites or E-Learning Platform, including for its legality, reliability, and appropriateness. By posting User Content on the Websites or E-Learning Platform, you grant Itasca the non-exclusive, worldwide, royalty-free, perpetual, irrevocable, transferable right/license to fully exploit, use, modify, perform, display, reproduce, and distribute such User Content on and through the Websites or E-Learning Platform. You shall retain any and all of your rights to any User Content you submit, post or display on or through the Websites and/or E-Learning Platform and you shall be solely responsible for protecting those rights.   

4.3 Itasca reserves the right to block or remove User Content that Itasca determines to be: (i) abusive, defamatory, or obscene; (ii) fraudulent, deceptive, or misleading; (iii) in violation of Itasca’s Intellectual Property Rights (defined below) or of any third party’s intellectual property rights or; (iv) offensive or otherwise unacceptable to Itasca in its sole and exclusive discretion. Itasca acknowledges that, by providing you with the ability to view and distribute user-generated content on the Websites or E-Learning Platform, Itasca is merely acting as a passive conduit for such distribution and is not assuming any obligation or liability relating to any contents or activities or transactions on the Websites and/or E-Learning Platform.

4.4 By sending Itasca any ideas, suggestions, documents or proposals (“Feedback”), you agree that (i) your Feedback does not contain any confidential or proprietary information belonging to any third party(ies), (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have feedback which is similar to your Feedback, already under consideration or in development, and (iv) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute and sublicense the Feedback, and you irrevocably waive, and cause to be waived, against Itasca and its vendors and users any claims and assertions of any moral rights contained in such Feedback.

5.1 Itasca currently offers you with both free and paid Online Courses on the E-Learning Platform. In consideration of the Services provided by Itasca, you acknowledge to pay Itasca the fees and/or charges (“Fees”) as set forth on the Websites. The Fees are (i) payable in full as a one-off payment, (ii) quoted and payable in U.S. Dollars (USD); and (iii) non-refundable.

5.2 All Fees for the Services shall exclude any applicable Taxes (defined below). 

5.3 A valid payment method, including but not limited to credit card or debit card (“Payment Method”) is required to process the payment of the Fees for your chosen Services. As such, you shall provide Itasca with accurate and complete details to ensure a valid Payment Method. You hereby warrant that you are authorized to use the respective chosen Payment Method and shall notify Itasca of any changes to your respective Payment Method details and invoicing address. 

5.4 By completing the required registration on the Websites, you agree to authorize Itasca and/or our third party payment processor, Stripe, to charge your respective Payment Method for the Services you have chosen to make use of for (i) the applicable Fee(s), (ii) any other charges as agreed between the Parties, and (iii) any and all applicable Taxes (defined below). 

5.5 If Itasca does not receive payment from your verified Payment Method on the due date, you shall immediately pay all amounts due to Itasca upon request. Should Itasca be unable to collect all such outstanding amounts, Itasca may in its sole discretion close and cancel your User Account and access to the Services without any notice and liability to you.  

5.6 You agree to notify Itasca of any billing queries and errors within thirty (30) calendar days after receipt of your respective invoice. Should you not notify Itasca of any billing queries and/or errors, this absence of notification on your part shall be deemed to constitute your waiver of your right to dispute such queries and errors at a later date.  

5.7 Itasca reserves the right to modify the Fees for the Services at any time in its sole discretion.  

5.8 Under these Terms, the term “Taxes” shall mean taxes, charges, duties, fees, levies, and other charges of a governmental authority, including income, withholding, social security, social contribution, transfer, sales, use, value-added and all other taxes of any kind for which a Party may have any liability imposed by any governmental authority, whether disputed or not, any related charges, interest or penalties imposed by any governmental authority, and any liability for any other person as a transferee or successor by Law, contract or otherwise. You shall be responsible for the payment of all Taxes associated with the purchase of the Services. You shall not deduct from the payments due to Itasca, any Taxes, except as is required by applicable law. 

6.1 Upon your payment of the Fees for your selected Online Course, Itasca shall provide you with access to and use of our paid Online Course(s) on the E-Learning Platform. As such, you acknowledge and understand that the Services are provided to you by Itasca on a non-refundable basis. We therefore encourage you to access our free Online Courses prior to purchasing a paid Online Course. For the avoidance of doubt, all purchases of the paid Online Courses are final, and Itasca does not offer any money-back guarantees. You recognize and agree that you shall not be entitled to a refund for any purchase under any circumstances.

6.2 You acknowledge and understand that (i) your cancellation of your selected paid Online Course shall not automatically guarantee a refund; and (ii) you shall not be eligible for a refund for any and all Online Courses that you have completed on the E-Learning Platform. 

7.1 You may not use the Websites and E-Learning Platform to transmit, distribute, store or destroy any material or information (i) in violation of any applicable law or regulation, (ii) in a manner that infringes upon Itasca’s Intellectual Property Rights (as defined below) or upon any third-party’s intellectual property rights, (iii) in a manner that violates the privacy or other personal rights of third parties, (iv) that is defamatory, damaging, disruptive, obscene, threatening, abusive or hateful, and/or (v) in order to upload, post, email, transmit, or otherwise make available any content that (a) is deemed unlawful, harmful, threatening, abusive, harassing, tortious, vulgar, obscene, libelous, or invasive of another's privacy or which is hateful, and/or racially, ethnically, or otherwise objectionable; and (b) incites, encourages or threatens immediate physical harm against another including, but not limited to content (1) promoting racism, bigotry, sexism, religious intolerance or harm against any group or individual, or (2) soliciting personal information from anyone under the age of eighteen (18) or exploiting anyone in a sexual or violent manner.

7.2 When accessing the Websites and E-Learning Platform, you shall be prohibited from:

9.1 Unless otherwise provided under these Terms, the Services on the E-Learning Platform shall be provided by Itasca to you "as is," and “as available” with all faults, defects, bugs, and errors.

9.2 ITASCA HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO YOUR USE OF THE SERVICES ON THE WEBSITES AND E-LEARNING PLATFORM, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT OR INTEGRATION. SUCH EXCLUSIONS OF IMPLIED WARRANTIES APPLY WITHIN THE EXTENT PERMITTED BY LAW.  

9.3 ITASCA AND/OR ITS GROUP AFFILIATES (IF ANY), LICENSORS AND VENDORS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, ACCURACY, RELIABILITY OR COMPLETENESS OF (i) THE INFORMATION CONTAINED ON THE WEBSITES, E-LEARNING PLATFORM AND SERVICES, AND (ii) RELATED GRAPHICS PUBLISHED ON THE WEBSITES, E-LEARNING PLATFORM AND SERVICES FOR ANY PURPOSE. ITASCA AND/OR ITS GROUP AFFILIATES (IF ANY) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE INFORMATION CONTAINED ON THE WEBSITES, E-LEARNING PLATFORM AND SERVICES, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.   

9.4 YOU ACKNOWLEDGE THAT THE INFORMATION AND RELATED GRAPHICS PUBLISHED ON THE WEBSITES, E-LEARNING PLATFORM AND/OR SERVICES MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS AND CHANGES. 

9.5 NEITHER ITASCA NOR ITS GROUP AFFILIATES (IF ANY), LICENSORS AND VENDORS MAKE ANY REPRESENTATION, WARRANTY OR GUARANTEE THAT THE INFORMATION THAT MAY BE AVAILABLE ON THE WEBSITES, E-LEARNING PLATFORM AND SERVICES IS FREE OF INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE ELEMENTS OR THAT ARE INTENDED TO DAMAGE, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE YOUR COMPUTER SYSTEM, DATA OR PERSONAL INFORMATION.

9.6 ITASCA PROVIDES YOU WITH THE SERVICES ON THE WEBSITES AND E-LEARNING PLATFORM IN GOOD FAITH AND AS SUCH MAKES NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (II) YOUR ACCESS TO OR USE OF THE WEBSITES, E-LEARNING PLATFORM AND SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, (III) ANY DEFECTS ON THE WEBSITES, E-LEARNING PLATFORM AND/OR SERVICES WILL BE CORRECTED, OR (IV) THE WEBSITES AND SERVICES OR ANY SERVER THROUGH WHICH YOU ACCESS THE SERVICES ARE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.

9.7 THE INFORMATION FOUND ON THE WEBSITES, E-LEARNING PLATFORM AND WITHIN THE ONLINE COURSES ARE FOR INFORMATIONAL PURPOSES ONLY. ITASCA WILL NOT BE HELD RESPONSIBLE FOR ANY DAMAGES THAT MAY BE INCURRED BY YOU AS A RESULT OF YOUR USE OF SUCH INFORMATION. ALL INFORMATION AND CONTENT ON THE WEBSITES, E-LEARNING PLATFORM AND ONLINE COURSE IS COPYRIGHTED, AND MAY NOT BE REPUBLISHED, COPIED, SOLD OR POSTED ANYWHERE ONLINE OR IN PRINT. ITASCA RESERVES THE RIGHT TO TAKE THE NECESSARY LEGAL ACTION TO PREVENT YOU FROM (RE)-PUBLISHING, COPYING, SELLING, POSTING OR PRINTING ANY COPYRIGHTED INFORMATION AND CONTENT AVAILABLE ON THE WEBSITES, E-LEARNING PLATFORM AND ONLINE COURSE.

9.8 ITASCA DOES NOT WARRANT OR GUARANTEE THAT ANY SUCCESSFUL COMMERCIAL RESULTS OR PROFITS WILL BE OBTAINED BY YOU AS A RESULT OF USING THE WEBSITES, E-LEARNING PLATFORM AND SERVICES. AS SUCH, ITASCA WILL NOT BE LIABLE FOR ANY FAILURE, OR ANY LOSS OR DAMAGES INCURRED/SUSTAINED BY YOU AS A RESULT OF YOUR USE OR INABILITY TO USE THE WEBSITES, E-LEARNING PLATFORM AND SERVICES.   

9.9 ITASCA ALSO MAKES NO WARRANTY ABOUT THE ACCURACY, COMPLETENESS, TIMELINESS, OR QUALITY OF THE WEBSITES, E-LEARNING PLATFORM OR ANY ONLINE COURSES OR CONTENT, OR THAT ANY PARTICULAR COURSES OR CONTENT WILL CONTINUE TO BE MADE AVAILABLE ON THE WEBSITES AND E-LEARNING PLATFORM.

9.10 YOUR ACCESS TO OR DOWNLOAD OF INFORMATION, MATERIALS, OR DATA THROUGH THE WEBSITES AND E-LEANING PLATFORM OR ANY THIRD PARTY WEBSITES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH INFORMATION, MATERIALS OR DATA.

10.1 All content, the Online Courses, videos, tests, audio, images, instructional materials, trademarks, data, software, or information contained in any materials, or documents used by Itasca in relation to the Website, E-Learning Platform and Services, including, but not limited to, any and all copyrighted works, databases, text, tools, software, technology, algorithms, graphics, icons, designs, logos, hyperlinks, domain names, codes, and agreements (“Materials”), are the sole and exclusive property of or are licensed to Itasca and as such all updates and modifications to the Website, E-Learning Platform and Services will vest in us or our licensors. You may not reproduce, distribute or copy the Materials by any means, whether electronically or not, without our prior written permission.

10.2 Any and all intellectual property rights in the Materials, Website, E-Learning Platform and Services, including all patents, rights in inventions, rights in designs, trademarks, trade and business names and all associated goodwill, rights to sue for passing off or for unlawful competition, copyright, moral rights and related rights, rights in databases, topography rights, domain names, rights in information (including know how and trade secrets) and all other similar or equivalent rights existing in the Materials and Services, now or in the future in any part of the world, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights for their full term (“Itasca’s Intellectual Property Right(s)”), vests solely and exclusively in Itasca, its group affiliates (if any), licensors or vendors, as the case may be. All rights not expressly granted by Itasca to you are reserved by Itasca. Save as expressly set out herein, you shall not acquire any right, title or interest in Itasca’s Intellectual Property Rights. 

11.1 You agree to indemnify and hold harmless Itasca from and against any liability, demand, damages, cost, or expense arising from any third-party claim based on: (i) your violation of these Terms; (ii) your use or misuse of the Service(s); and/or (iii) your infringement of Itasca’s Intellectual Property Rights. Itasca shall indemnify and hold you harmless from and against any liability or expense arising from a third-party claim based on any Negligence of Itasca. “Negligence” shall mean gross negligence or intentional misconduct. 

11.2 In the event of a claim subject to indemnification hereunder, the indemnified Party shall: (i) promptly notify the indemnifying Party of the claim, (ii) provide the indemnifying Party with reasonable cooperation and assistance, at the indemnifying Party’s expense, to defend such claim; and (iii) allow the indemnifying Party the opportunity to assume the control of the defense and settlement of such claim. The indemnified Party shall be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim. The indemnifying Party must obtain the prior written approval from a duly authorized signatory of the indemnified Party prior to entering into any settlement affecting the indemnified Party’s rights.

12.1 ITASCA, ITS AFFILIATES (IF ANY), ITS LICENSORS, VENDORS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS SHALL IN NO EVENT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, REVENUE OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO THE WEBSITES AND/OR FROM YOUR USE OF THE SERVICES, EVEN IF ITASCA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

12.2 WHILE ITASCA TAKES PRECAUTIONS AGAINST SECURITY BREACHES, NO WEBSITES OR INTERNET TRANSMISSION IS COMPLETELY SECURE, AND AS SUCH, ITASCA AND ITS AFFILIATES (IF ANY), LICENSORS, AND VENDORS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES THAT MAY RESULT FROM UNAUTHORIZED ACCESS, HACKING, DATA LOSS, OR OTHER BREACHES THAT MAY OCCUR ON THE WEBSITES AND/OR THROUGH YOUR USE OF THE SERVICES. 

12.3 YOU ACKNOWLEDGE AND UNDERSTAND THAT THERE ARE RISKS INHERENT IN INTERNET CONNECTIVITY THAT COULD RESULT IN THE LOSS OF PRIVACY, CONFIDENTIAL INFORMATION AND PROPERTY. ITASCA SPECIFICALLY DISCLAIMS AND MAKES NO REPRESENTATION OR WARRANTY, ORAL OR IN WRITING, CONCERNING THE VIABILITY OR COMPLIANCE WITH APPLICABLE LAWS OF THE SERVICES IN A PARTICULAR COUNTRY, TERRITORY, OR REGION.  

12.4 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, ITASCA, ITS AFFILIATES (IF ANY), ITS LICENSORS AND ITS VENDORS AS WELL AS THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION, AND IF FOUND LIABLE, SUCH LIABILITY SHALL AT ALL TIMES BE LIMITED TO A MAXIMUM OF ONE HUNDRED UNITED STATES DOLLARS ($100.00). 

12.5 YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE USE OF THE WEBSITES, E-LEARNING PLATFORM AND SERVICES MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED. 

15.1 Itasca may suspend or temporarily disable access to all or part of the Website, E-Learning Platform, User Account, or Services if (i) Itasca suspects you of partaking in any illegal activity; (ii) Itasca reasonably believes that you have violated these Terms; or (iii) applicable law enforcement or other government agencies have requested Itasca to suspend or temporarily disable your access to the Website, E-Learning Platform and/or Services. 

15.2 If Itasca breaches any of its obligations under these Terms, you may terminate these Terms and close your User Account. Upon, your termination of these Terms and closing of your User Account, Itasca may (i) block your access to all of the Websites and E-Learning Platform, (ii) block your use of the Services, (iii) disable your User Account, and (iv) delete all of User Content in your User Account, including but not limited to your full name, email address and password.

18.1 Non-Exclusivity. These Terms do not create an exclusive relationship between the Parties. Itasca is free to engage with other customers and to provide the same or similar Services as provided by Itasca to you under these Terms. You shall be entitled to solicit and engage with other third-party entities/companies in order to obtain and access same or similar services and/or products.

18.2 Severability. In the event that any provision of these Terms shall be unenforceable or invalid under any applicable law or be so held by any applicable court decision, such unenforceability or invalidity shall not render the remaining provisions of these Terms unenforceable or invalid, and, in such event, such remaining provisions shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decision(s).

18.3 No Waiver. Save for section 4.4 and 5.6, each Party agrees that any delay or omission on the part of the other Party to exercise any right, power or remedy under these Terms will not automatically operate as a waiver of such right, power or remedy or any other right, power or remedy and no waiver will be effective unless it is in writing and signed by the waiving Party. Further the waiver or the single or partial exercise of any right, power or remedy by either Party hereunder on one occasion will not be construed as a bar to a waiver of any successive or other right, power or remedy on any other occasion.

18.4 No Assignment. Neither these Terms nor any rights under these Terms may be assigned or otherwise transferred by you, whether voluntarily or by operation of law, without the prior written consent of Itasca. Subject to the foregoing, these Terms will be binding upon and will insure to the benefit of the Parties and their respective successors and assigns. Any assignment in violation of the foregoing shall be null and void.

18.5 Notices. Except as otherwise provided under these Terms, any notice required or permitted to be given will be effective only if it is in writing and sent by certified mail, registered mail, courier or to [email protected].  

18.6 Entire Agreement. These Terms represent and constitute the entire agreement between the Parties relating to the subject matter hereof. These Terms alone fully and completely express the agreement of the Parties relating to the subject matter hereof. There are no other courses of dealing, understanding, agreements, representations or warranties, written or oral, except as set forth herein.