Field Services Academy Agreement

Field Services Academy – Membership and Platform Terms and Conditions
 
Last Modified: June 2, 2023
 
Who We Are
1 We are dESCO, LLC (dba “FieldEdge”)with offices at  3495 Piedomont Road NE building 12 suite 110 Atlanta, GA 30305 (we, our, us).
2 We operate the Field Services Academy platform located at https://fieldservicesacademy.workplace.com/ (the Platform).

Who You Are
1 The Platform is a professional community platform offering educational, training  and consultancy services available to members. In these Terms and Conditions (the Terms), references to you and your are to you, the business user (being either an individual acting in the course or in relation to your business, trade or profession or an incorporated entity) who has placed an Order (defined in section 4.1) either yourself, or in the case of a corporate entity via an individual who is authorised to place an Order on your behalf and each of your Authorised Users). Authorised Users means those employees in your organisation who are entitled to access the Platform (if any) as specified in your Order and subject to any limitations set out therein.
2 You (a) confirm that you have the full authority of that Authorised User to submit their details for Account registration (if applicable) and to bind them personally to these Terms, and (b) agree to procure that Authorised User’s compliance with these Terms.

These Terms
1 These Terms together with any terms and conditions stated in the online registration process and our Website T&Cs (defined below) set out the terms of your order for membership(s) to the Platform (Membership) (Order) and govern your relationship with us when you access thePlatform and/or use any of the functions provided by the Platform (the Platform Functions).


Orders
1 By completing the online registration process and submitting your Order these Terms will become binding on you.
2 By making an Order, paying Membership Fees (see section 9 below), registering to the Platform (see section 8 below) and/or by otherwise accessing the Platform and, if applicable, using the Platform Functions, you will be deemed to have understood and accepted these Terms, which form a binding agreement between you and us.


Changes to These Terms
1 We may revise these Terms from time to time. If the changes are material, we will provide reasonable advance notice via in-Platform notification or other means. By continuing to use the Platform after changes have been made (and, if material, notified), you will be deemed to have accepted those changes and will be bound by them. If you do not accept any changes to these Terms, you should not continue to use the Platform.


Other Important Terms
Website terms and conditions:
1 The website terms and conditions (the Website T&Cs) apply to all the websites owned and operated by the Xplor Technologies Inc. group, of which we are a part, and this includes the Platform. If there is any inconsistency between these Terms and the Website T&Cs, these Terms will to that extent prevail.

Third party terms and conditions:
2 The Platform may offer links to other websites and/or digital properties from which third-party services/data/products can be obtained and which we reasonably believe to be reputable sources of such services/data/products (Links or Linked Sites). You acknowledge that any Links or Linked Sites are independent from us, are used solely at your own risk. We make no representations or warranties as to the legitimacy, accuracy or quality of such third-party services/data/products, which will be subject to the third-party content provider’s terms and conditions. We have no knowledge or control over any such terms and conditions – it is your responsibility to read them and make sure you agree to and comply with them.


The Platform Functions
1 The Platform provides members with a professional community platform offering networking and educational, training and consultancy services. The Platform Functions include those which allow registered (and, where applicable/required, paying) users (Members) to:
1.1 create a customisable professional profile;
1.2 access a library of educational and training videos, services/products, content and other resources;
1.3 join a collaborative peer group forum;
1.4 join live training webinars;
1.5 potentially participate in competitions and other offers;
1.6 access the services of educational consultants;
1.7 share their contact details and post other information;
1.8 view other Members’ profiles and postings; and
1.9 message (and receive messages from) other Members, coaches partners, and admins.
2 The list above is not an exhaustive list of the Platform Functions and we may decide to offer additional Platform Functions, or cease to provide any Platform Functions, at any time. The availability of certain Platform Functions will depend on the type of membership plan selected.


Registration
1 To access the Platform Functions, you will need to complete a simple registration process by providing certain information including your [name, surname, email address and current location (state)], and choosing a password for use in connection with your Platform account (Account). You will also need to pay any applicable Membership Fees (see section 9 below).
2 You must be at least 18 years of age to use the Platform and register for an Account and, by registering, you are warranting (i.e., promising) that (a) this is the case, and (b) your use of the Platform does not violate any applicable law or regulation.
3 You agree that you will provide truthful and accurate information when registering on the Platform. You may only use your own, real name in connection with your Account.  The decision to accept an Order is in our discretion.
4 You are responsible for maintaining the confidentiality of your password and Account information, and you are solely responsible for all activities that occur under your password or Account and for any access to or use of the Platform by you or any person or entity using your password or Account, whether or not such access or use has been authorised by you.
5 You must immediately notify us of any unauthorised use of your password or Account or any other breach of security. We will not be liable for any loss or damage resulting from the disclosure of your Account details and/or password contrary to these Terms.
6 You are responsible for ensuring that the information we hold about you is up to date. Please amend your details as appropriate from time to time via your Account settings.
7 Please refer to our Privacy Policy for an explanation as to how we use the personal information we collect from you. If you are submitting or posting personal data on behalf of another person, you confirm that you have prior authority to do so and have provided them with a copy of our Privacy Policy.


Membership Fees, Payment and Auto-Renewal
1 Access to the Platform Functions is subject to our receipt of the applicable fees (Membership Fees), which are payable by you in full on an annual basis in advance in cleared funds to the bank account nominated by us.
2 The Membership Fees are set out as part of the online registration process and are stated exclusive of any applicable sales tax, and such taxes shall be payable by you at the then-applicable rate.
3 In addition to the Membership Fees, you are responsible for paying any internet connection or other telecommunication charges payable for accessing the content.
4 Any promotions offered on our Platform as part of Membership or Membership Fees are subject to these Terms and, to the extent that there is any conflict between these Terms and the promotions offered, these Terms will take precedence.  Unless stated otherwise by us, any promotions offering credit, discounts or other offers in respect of further services or products available via the Platform must be used by you in their entirety within 6 months of your Order.
5 If the price we state to you on the Platform is clearly incorrect then we are not obliged to provide you with a Membership at that price, even if we have accepted your Order. If we notify you of a pricing error, you may continue your Membership at the correct price or cancel your Membership without any obligation to us and we shall refund you any monies that you have paid to us in respect of that Membership.
6 We can change our Membership Fees at any time, but this will not affect your then-current annual Membership period and we will notify you in advance of any such change so that you can, if you wish, cancel your Membership before the change comes into effect.
7 We shall be entitled to issue an invoice to you for the Membership Fees.
8 If you have any queries or complaints in respect of Membership Fees, such queries or complaints must be notified to us at fs_academy@xplortechnologies.com in writing within 14 days of payment of the Membership Fees by you or otherwise will not be valid.
9 Your Membership will last for a period of 12 months (the Initial Term).  Memberships auto-renew at the end of Initial Term for successive 12 month periods, which means that you will be required to pay (and we will be entitled to receive) the relevant Membership Fees (at the then-current rate payable in respect of that Membership period) on an annual basis in advance unless and until you cancel your Membership at the end of the Initial Term or a further 12 month term in accordance with section 10 below.
10 You shall pay all amounts due under these Terms in full without any deduction or withholding except as required or permitted by law. We may, without limiting its other rights or remedies, set off any amount owing to us by you against any amount payable by us to you.


Cancelling Your Membership
1 You can cancel your Membership on the provision of 30 days’ notice at any time by emailing us at fs_academy@xplortechnologies.com. If this notice of cancellation is not received by us by the date which is 30 days before your then-current annual Membership period ends you will be required to pay (and we will be entitled to receive) the relevant Membership Fees (at the then-current rate payable in respect of that Membership period) for the next 12 month period.
2 If you cancel, you will continue to have access to your Account and the Platform Functions until the end of the 30 day notice period, following which your Membership will automatically come to an end. You will not be entitled to any refund as a result of your Membership cancellation.


Uploading Content
1 Some of the Platform Functions may entitle (or require) you may upload/post [text, photos, comments, and/or other materials] (together the Member Content) using the upload interfaces provided.
2 You and your Authorised Users are solely responsible for ensuring that you and they have all the necessary rights to all Member Content you and they upload and post to/via the Platform, including without limitation all rights required to enable access to the Member Content by other users of the Platform. You hereby grant to us a royalty-free, worldwide, irrevocable licence in perpetuity to host and store your Member Content via the Platform and to make available your Member Content to other users of the Platform.
3 You and your Authorised Users shall not upload any Member Content that is objectionable or unlawful, including if it (a) contains defamatory, libellous, slanderous, profane, misleading, threatening, abusive, violent, obscene, unlawful, pornographic, or otherwise objectionable material; (b) advocates bigotry, hatred, or illegal discrimination; (c) violates any law, any intellectual property, publicity, privacy, or other personal or proprietary right of others, or any licence or other agreement by which you are bound; (d) is deceptive or fraudulent; or (e) promotes the use or sale of illegal or regulated substances, tobacco products, ammunition and/or firearms. We have the right (but not the obligation) to moderate all Member Content and ultimately decide whether or not to post or remove Member Content to the extent such Member Content includes, is in conjunction with, or is alongside any objectionable material as described above.
4 As between us and you, the Member Content is and will remain owned and controlled solely by you and you acknowledge that you have sole responsibility for the Member Content. If you see any Member Content on the Platform that is inappropriate, please report it to us at fs_academy@xplortechnologies.com
.


Intellectual Property
1 You acknowledge that the Platform and all material published on the Platform including but not limited to text, graphics, photos, logos, button icons, images, trademarks, audio and audio visual clips, databases, data compilations, data and software (but excluding any Member Content) (the Platform Content) is owned and controlled by or licensed to us. You may not copy, adapt, display, communicate to the public or otherwise use any Platform Content except as enabled and permitted by the Platform Functions from time to time.


Your Use of the Platform
1 You (and where applicable your Authorised Users) are responsible for making all technical arrangements necessary to access the Platform. You (and where applicable your Authorised Users) are also responsible for ensuring that anyone who accesses the Platform through your Account is aware of these Terms and that they comply with them.
2 You agree that you shall, and (where applicable) shall procure that your Authorised Users shall, use the Platform and the Platform Functions only for lawful and professional purposes. In particular, but without limitation, you (and where applicable your Authorised Users) shall not use the Platform or the Platform Functions:

2.1 in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
2.2 to send, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam);
2.3 to transmit any material, or behave in any manner, that is defamatory, offensive, or harassing; that has the purpose or effect of impersonating or misleading others; or is otherwise unsuitable, inappropriate or objectionable (in our sole determination); or
2.3 to transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of the Platform or any computer software or hardware.



3 You and your Authorised Users also agree:

3.1 not to reproduce, duplicate, copy or re-sell any part of the Platform in contravention of these Terms (or attempt to do any of these things); and
3.2 not to access without authority, interfere with, damage or disrupt (or attempt to do any of these things) (a) any part of the Platform; (b) any equipment or network on which the Platform is stored; (c) any software used in the provision of the Platform; or (d) any equipment or network or software owned or used by any third party.

4 We grant you a limited, non-exclusive, non-transferable, revocable licence to use the Platform for personal, non-commercial purposes only.


Limitation of Liability
1 Nothing in these Terms excludes or limits our liability for any liability that cannot be excluded or limited by applicable law.
2 SUBJECT TO SECTION 14.1, OUR TOTAL LIABILITY ARISING IN CONNECTION WITH THESE TERMS SHALL BE LIMITED TO THE AMOUNT OF FEES PAYABLE TO US BY YOU IN THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
3 SUBJECT TO SECTION 14.1, neither we nor any of our group/affiliate companies will be liable for any effect that accessing the Platform or any of the Platform Functions may have on you or others, and you agree that you access the Platform and the Platform Functions entirely at your own risk. Without limitation to the foregoing, neither we nor any of our group/affiliate companies will be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
3.1 your use of, or inability to use, the Platform or the Platform Functions;
3.2 your use of or reliance on any content displayed on the Platform, including Member Content uploaded by you or any third-party;
3.3 loss of profits;
3.4 loss of sales, business or revenue;
3.5 loss of agreements or contracts;
3.6 loss of anticipated savings;
3.7 loss of use or corruption of software, data or information;
3.8 loss of or damage to goodwill or reputation;
3.9 business interruption; or
3.10 any indirect or consequential loss.


We make no representations, warranties or guarantees of any kind in respect of the Platform or the Platform Functions or any content available through the Platform and all conditions, warranties and representations express or implied are hereby excluded to the full extent permitted by law. We cannot and do not guarantee there will not be any errors, bugs or interruptions in the Platform, and we recommend that you maintain up-to-date virus protection on any devices used to access the Platform.


Availability of the Platform
1 The Platform is provided on an "as is" basis without any warranties of any kind. We make no representations, warranties or guarantees of any kind regarding the availability or operation of the Platform or that the Platform will be secure, uninterrupted or free of defects.
2 Your access to the Platform may be suspended or restricted occasionally to allow for maintenance, repairs, upgrades, or the introduction of new facilities or services. We will try to limit the frequency and duration of any planned disruption, but we will not be liable to you if for any reason the Platform is unavailable at any time or for any period.


Updates to the Platform
1 We may make changes to the Platform from time to time to improve the performance and functionality of the Platform, to address any security issues, or for any other reason.


Termination of your Account by us
1 We may terminate your Account and/or access of the Platform and Platform Functions by giving you at least 30 days’ notice in writing. If we exercise this right, we shall refund you on a pro rata basis, the Membership Fees paid by you that are for the portion of your Membership remaining after termination of your Membership.
2 We may at our option suspend or terminate your Membership, Account and/or access of the Platform and Platform Functions without notice if: (i) you fail to pay any amount due under these Terms on the due date for payment; (ii) we consider in our sole discretion that your use of the Platform and/or the Platform Functions is unsuitable in any way; or (iii) you are otherwise in breach of these Terms.
3 We may, at our option, suspend or terminate your Account and/or access of the Platform and Platform Functions with immediate effect if you become unable to pay your debts or become insolvent, or enter into or propose any composition or arrangement with your creditors generally, or anything analogous to any of these events occurs or we reasonably believe that it is about to.
4 On closure/termination of your Account, (i) you shall immediately pay to us any outstanding unpaid Membership Fees; and (ii) all rights granted to you under these Terms will immediately and automatically cease and you must cease all use of the Platform and the Platform Functions.


Support / Getting in Touch
1 If you have any questions about the Platform or these Terms, please get in touch. You can contact us by emailing fs_academy@xplortechnologies.com


Miscellaneous
1 These Terms, the Website T&Cs and any other terms specified by us (for example, competition terms and conditions or other terms we impose governing Platform Functions) constitute the entire agreement between you and us and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to their subject matter.
2  We may transfer our rights and obligations under these Terms to a third party.  You may not transfer your rights or your obligations under these Terms to another person.
3 Only you and we shall be entitled to enforce these Terms. These Terms do not give rise to any third-party rights to enforce any provision of these Terms or otherwise.
4 Each of the sections of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining sections will remain in full force and effect.
5 Even if we delay in enforcing the terms of these Terms and/or our rights, we can still enforce these Terms and/or our rights later. If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breaking of any term of these Terms, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
6 These Terms and all claims or defenses based on, arising out of, or related to these Term, the Membership, your use of the Platform and the Platform Functions or the relationship of the parties created whether in contract, tort, law, equity or otherwise shall be governed by and enforced in accordance with the laws of the State of Delaware including its statute of limitations, without reference to its choice of law rules or any principle calling for application of the law of any other jurisdiction.
7 All actions, claims or disputes arising under or relating to these Terms, the Membership and your use of the Platform and the Platform Functions shall be brought in the federal or state courts in the State of Delaware. The Parties irrevocably submit and consent to the exercise of subject matter jurisdiction and personal jurisdiction over each Party by the federal and/or state courts in County of New Castle, Delaware. Client waives any objection to any proceedings in such courts on the grounds of venue or on the grounds that proceedings.
Field Services Academy – Membership and Platform Terms and Conditions

Last Modified: June 2, 2023

1. Who We Are

2. Who You Are

3. These Terms

4. Orders

5. Changes to These Terms

6. Other Important Terms

7. The Platform Functions

8. Registration

9. Membership Fees, Payment and Auto-Renewal

10. Cancelling Your Membership

11. Uploading Content

12. Intellectual Property

13. Your Use of the Platform

14. Limitation of Liability

15. Availability of the Platform

16. Updates to the Platform

17. Termination of your Account by us

18. Support / Getting in Touch

19. Miscellaneous
