University Terms and Conditions

Last updated: January 13, 2025

Please read these terms and conditions carefully before purchasing our Service.

Terms & Conditions

These Terms & Conditions ("Terms") govern the services provided by Alma.Me LLC ("Service Provider") to universities ("Client") as outlined in any Purchase Order ("PO"). By signing a PO, the Client agrees to these Terms. These Terms incorporate the following provisions:

Definitions

For purposes of these Terms, the following definitions apply:

"Services": The provision of access to the Service Provider’s digital e-learning platform, associated courses, and any related support services as outlined in the PO.
"Platform": The digital e-learning system operated by the Service Provider, including all content, software, and functionality provided to the Client.
"User": Any individual authorized by the Client to access the digital platform, including employees, students, or other designated personnel.
"Access Period": The duration for which the Client and its Users are granted access to the digital platform, as specified in the PO.
"Confidential Information": Any non-public information disclosed by one party to the other that is identified as confidential or would reasonably be understood to be confidential in nature, including data, materials, and course content.
"PO" or "Purchase Order": The document signed by the Client that outlines the specific Services to be provided, associated fees, and applicable terms.
"Downtime": Periods during which the platform is unavailable due to maintenance, technical failures, or other unforeseen circumstances.
"Force Majeure": Events beyond the reasonable control of either party that prevent the performance of obligations under these Terms, including natural disasters, war, pandemics, or government actions.

Contracted Services

The Client engages the Service Provider to provide the services described in the applicable PO ("Services"). The Service Provider shall use reasonable diligence in performing the Services according to the schedule set forth in the PO. The Service Provider’s sole liability for any defect or non-conformance in performing the Services is to re-perform the defective or non-conforming portion of the Services upon receiving written notice from the Client.

The Service Provider may rely upon the accuracy, timeliness, sufficiency, and completeness of any data or information provided by the Client, unless verification is explicitly included in the scope of the Services.

Compensation

The Service Provider’s compensation for the Services is outlined in the applicable PO. The Client agrees to reimburse the Service Provider for reasonable travel and out-of-pocket expenses incurred while providing the Services, provided such expenses are pre-approved by the Client and receipts are furnished.

Independent Contractor Status

The Service Provider, including its employees, agents, and subcontractors, is an independent contractor and not an employee, agent, partner, or joint venturer of the Client. This Agreement does not create an employer-employee relationship between the Client and the Service Provider’s personnel.

The Service Provider is solely responsible for all taxes, withholdings, and other statutory obligations related to its personnel. The Service Provider has no authority to act on behalf of the Client or to bind the Client to any contract or obligation.

Confidential Information

Both parties agree to:

Maintain in strict confidence all Confidential Information disclosed by the other party.
Use Confidential Information solely for purposes related to the Services.
Limit disclosure of Confidential Information to employees, agents, or subcontractors who need to know such information and who are bound by confidentiality obligations at least as restrictive as these Terms.

Confidential Information means any trade secrets, proprietary information, data, or other confidential materials identified as confidential. This obligation remains in effect for two (2) years following completion of the Services.

Confidential Information does not include information that:

Is publicly available through no breach of these Terms.
Was rightfully received from a third party without confidentiality obligations.
Was known by the receiving party before disclosure.

Intellectual Property Rights

All trademarks, service marks, patents, copyrights, trade secrets, and other proprietary rights in the Services, software, or deliverables remain the property of the respective owners unless otherwise specified in writing.

Term

These Terms are effective as of the date specified in the PO and continue until the completion of the Services or the expiration of the access period specified in the PO.

Cancellation and Refund Policy

For workshops, the Client may cancel with at least thirty (30) days written notice prior to the scheduled date. Cancellations within thirty (30) days of the workshop date may incur a 50% cancellation fee.

For subscriptions to the digital platform, all purchases are final and non-refundable once access credentials have been issued. The Client acknowledges that access to the digital platform constitutes the full delivery of Services.

Digital Platform Access and Use

Access Rights: The Client is granted a non-exclusive, non-transferable right to access and use the digital platform and e-learning courses for the duration specified in the PO.
Permitted Use: The Client may use the platform solely for educational purposes and only for the number of users specified in the PO. Unauthorized sharing or distribution of access credentials is prohibited.
Restrictions: The Client agrees not to:
- Copy, modify, or create derivative works of the platform or its content.
- Reverse-engineer, disassemble, or decompile the platform.
- Allow unauthorized third parties to access the platform.
Downtime: The Service Provider will make reasonable efforts to ensure platform availability. However, occasional downtime for maintenance or unforeseen technical issues may occur.

Data Protection

User Data:
The Service Provider may collect and process user data necessary to provide services and maintain platform functionality. This data will be handled in compliance with applicable data protection laws.

Data Security:
The Service Provider will implement reasonable safeguards to protect user data against unauthorized access, loss, or breach.

Acceptable Use Policy

The Client and its users agree to use the platform in a lawful and ethical manner. Prohibited activities include, but are not limited to:

Uploading or sharing offensive, illegal, or infringing content.
Attempting to disrupt or compromise platform security.
Misusing platform resources to engage in unauthorized activities.

Limitation of Liability

The Service Provider’s total liability arising from or related to the Services, whether in contract, tort, or otherwise, shall not exceed the total fees paid by the Client under the applicable PO. In no event shall the Service Provider be liable for any indirect, incidental, consequential, or punitive damages, even if advised of the possibility of such damages.

Force Majeure

Neither party shall be liable for delays or failures to perform due to events beyond their reasonable control, including but not limited to acts of God, war, terrorism, pandemics, governmental actions, or technical failures. The affected party shall promptly notify the other and make reasonable efforts to resume performance.

General Provisions

Assignment: Neither party may assign these Terms without prior written consent.

Governing Law: These Terms are governed by the laws of the State of Colorado.

Entire Agreement: These Terms and the applicable PO constitute the entire agreement between the parties and supersede all prior agreements.

Amendments: Changes to these Terms must be in writing and signed by both parties.

Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.