Legal Notices
FirstForward is a product of Envisage Technologies, LLC (“Envisage”). Our legal notices are intended to provide a framework for fair and efficient resolution of conflicts that may arise between Envisage, its customers, vendors, or third parties by clarifying the respective duties of each.
Warranties by Envisage
Envisage represents and warrants to you only that it has the right and authority to enter into and perform its obligations under its posted policies, notices, and agreements, and that it shall perform its obligations in a commercially reasonable manner. Envisage expressly disclaims the following:
(i) the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement;
(ii) that the Marketplace will meet your requirements, will always be available, accessible, uninterrupted, timely, secure, or operate without error;
(iii) that customers, vendors, job applicants, or prospective employers will perform as promised;
(iv) any implied warranty arising from course of dealing or usage of trade; and
(v) any obligation, liability, right, claim, or remedy in tort, contract, or otherwise, whether or not arising from the negligence of Envisage.
Warranties by You
You represent and warrant that:
(i) if you are a business, you are duly organized, validly existing, and in good standing under the laws of the country in which your business is registered;
(ii) you have all requisite right, power and authority to enter into this agreement and fully discharge your obligations hereunder;
(iii) any information provided or made available by you to FirstForward, or in response to a job listing, is at all times accurate and complete; and
(iv) your affiliates accessing the Marketplace are duly authorized and legally bind you to this agreement and all transactions conducted under your account.
Key Definitions
A “classroom course,” also known as in-person training, requires a member to physically attend a live training event in which they are face-to-face with the instructor(s).
An “online course” requires a member to consume pre-recorded training content entirely by digital or electronic means on FirstForward.com.
Indemnification
You agree to indemnify, defend and hold Envisage, as well as its affiliates and agents, harmless from and against any and all claims, losses, damages, liabilities, judgments, penalties, fines, costs and expenses (including reasonable attorneys' fees), arising out of or in connection with any claim arising out of:
(i) your use of FirstForward in an unauthorized manner, in violation of applicable restrictions, and/or in violation of applicable laws and regulations, including but not limited to those relating to labor and employment, equal employment opportunity, and employment eligibility requirements;
(ii) your content, including but not limited to any claim involving infringement or misappropriation of third-party rights and/or the use, development, design, manufacture, production, advertising, promotion and/or marketing of your content;
(iii) any action arising out of or related to a job listing, response to a job listing, or any communications and actions resulting therefrom;
(iv) your violation of any term or condition of our policies, notices, and agreements, including without limitation, your representations and warranties; or
(v) your negligence or willful misconduct.
Discrimination and Accessibility
The vendor will not discriminate (in regard to recruitment for, enrollment in, attendance at, participation in, or completion of a classroom course) against any individual on the basis of gender, religion, race, nationality, disability or sexual preference. When applicable, the vendor will organize and operate each classroom course in a manner that assures that:
(i) the facility or facilities used provide adequate instructional space, restrooms, and common areas for the number of individuals expected to be involved in the activity;
(ii) the facility or facilities used have adequate environmental controls to provide effective heating, air conditioning, and air handling, as necessary, and appropriate to maintain participant comfort and safety;
(iii) the facility or facilities used provide adequate and appropriate access for individuals with disabilities;
(iv) the facility is designed and configured to provide an effective instructional environment for the activity to be presented; and
(v) the procedures used in and supervision of the activity are adequate and appropriate to provide a reasonable level of personal safety for all individuals involved in the activity.
Outstanding Balances
Envisage may obtain payment of any amounts owed to members or us by deducting from future payments owed to vendor, reversing any credits to vendor, charging vendor's credit card, or seeking such reimbursement from vendor by any other lawful means. You authorize us to use any or all of the foregoing methods to seek payment, including the debiting of your credit card and/or bank account.
Vendor Termination
Either party may terminate its future rights and obligations for any reason or no reason at all by closing your Marketplace account. Upon termination, each party remains liable for all fees, charges and any other obligations incurred through the date of termination. If a vendor account is closed or a course is deleted:
(i) vendor's classroom course(s) scheduled to begin thereafter and/or online course(s) shall be automatically removed from the Marketplace, but all pre-existing classroom course registrations shall remain active;
(ii) any license to an online course, or any course included in a course bundle subscription, purchased by a customer prior to vendor's termination or course removal shall remain accessible to those customers until such license expires; and
(iii) Envisage may maintain copies of vendor's online courses, course registration data, sales data, and any information related thereto in its systems indefinitely for purposes of satisfying existing customer licenses, providing legally defensible records, and all other lawful purposes not inconsistent with FirstForward's terms and conditions.
Member Termination
Either party may terminate its future rights and obligations for any reason or no reason at all by closing your Marketplace account. Upon termination, each party remains liable for all fees, charges and any other obligations incurred through the date of termination. Upon the termination of your account, some of your information will be removed from our database. However, to maintain legally defensible records or otherwise support the website, certain records may be maintained after your identity is obfuscated. Furthermore, please note that, if you have acted on behalf of an organization to create records (e.g., courses, job postings, policy documents, exposure/incident records), or have otherwise shared information with that organization, the termination of your individual account may only obfuscate your identity from such records on FirstForward, and not necessarily remove the underlying records.
DMCA Notifications
If you are a copyright owner or an agent thereof and believe that any content on FirstForward infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (see 17 U.S.C. 512(c)(3)) to our Designated Agent at:
Notice
All notices from you to Envisage shall be in writing and shall be deemed to be delivered when received by certified mail, postage prepaid, return receipt requested, or when sent by e-mail confirmed by call back. All notices shall be directed to:
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Envisage Technologies, LLC
101 W. Kirkwood Ave. Suite 200
Bloomington, IN 47404
or to such other addresses as FirstForward, from time to time, designates by notice to you.
Except as otherwise set forth herein, notices made by Envisage to you under this agreement that affect our customers generally (e.g., notices of updated fees, etc.) will be posted on FirstForward.com. Notices directed to you or your account specifically (e.g., notices of breach and/or termination) will be sent to the e-mail address you provide upon registration for the Marketplace or in any updated e-mail address you provide thereafter. It is your responsibility to keep your e-mail address current. You will be deemed to have received any e-mail sent to that address, upon FirstForward's sending of the e-mail, whether or not you actually receive or open it.
Best Pricing
If any other customer or vendor obtains aggregate pricing and/or rebate terms with respect to any product or vendor which is more favorable (taking into account all credits, discounts, rebates, adjustments, bonuses, allowances or any other incentives offered) than those terms provided to FirstForward at any time during the term of this agreement, vendor will retroactively adjust the pricing and/or rebate terms for each such product or service to conform to the more favorable terms and vendor shall promptly pay Envisage any amounts owing therefrom.
Agency
Nothing in the posted job listings, policies, notices, or agreements creates any partnership, joint venture, agency, franchise, sales representative, employment relationship, or similar arrangement between you and Envisage. Neither you nor Envisage has the right or power to act for or on behalf of the other or to bind the other in any respect not expressly granted herein.
Taxes
You agree to be responsible for and pay all sales, use, service, income or other taxes of any governmental authority (other than taxes on Envisage's net income), however levied, including interest and penalties thereon, if any, arising from or relating to sales of content on the Marketplace. Envisage is not responsible for collecting, reporting, or remitting any sales, use, or similar taxes arising from any transaction, except to the extent Envisage expressly agrees to collect taxes or other transaction-based charges.
Limits on Liability
Neither Envisage nor its affiliates will be liable to you if Envisage does not proceed with a transaction, disbursement, or adjustment that would exceed any limit established by us or our affiliates for a security reason. Neither Envisage nor its affiliates shall be liable to you for any direct, indirect, incidental, special, consequential or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data or other losses in connection with this agreement, including, without limitation, any such damages resulting from:
(i) the use or the inability to use the services;
(ii) the cost of procurement of substitute services; or
(iii) unauthorized access to or alteration of vendor's content.
Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some or all of the above exclusions or limitations may not apply to you, and you may have additional rights.
Audit
Throughout the term of this agreement and for up to three calendar years thereafter, a vendor shall have the right, at its own expense and on thirty days advance written notice to Envisage, to have its auditors examine records for the sole purpose of certifying the accuracy of reports, determining the amount of payments due to it and/or verifying sales of its content, during the term of this agreement, to FirstForward's members.
Envisage shall have the right to cause such inspection and audit of its records by each vendor to occur not more than once during any twelve-month period. In the event such auditing of the records indicates any underpayment to vendor, Envisage shall pay vendor the additional amount due pursuant to the audit. Vendor shall pay all costs and expenses of Envisage associated with such audit.
Severability
If any provision of FirstForward's posted policies, notices, or agreements are determined to be illegal or unenforceable, then such provision(s) will be enforced to the maximum extent possible and the other provisions will remain fully effective and enforceable.
Waiver
The failure by Envisage to enforce any provision of its posted policies, notices, and agreements shall in no way be construed to be a present or future waiver of such provision nor in any way affect its right to enforce such provision thereafter. All waivers by Envisage must be in writing to be effective.
Completeness
The posted policies, notices, and agreements on FirstForward supersede and cancel all prior and contemporaneous agreements, claims, representations, and understandings of the parties in connection with the subject matter thereof and services provided herein. Accounts migrated to FirstForward from a third party platform due to merger, sale, or acquisition shall be governed by solely these terms of service thereafter to the greatest extent permitted by law.
Governing Law
By using the Marketplace, you agree that the law of the State of Indiana, without regard to principles of conflicts of laws, will govern our posted policies, notices, and agreements and any dispute of any sort that might arise between you and Envisage.
Arbitration/Dispute Resolution
If at any time there is any dispute between you and Envisage relating to a posted policy, notice, or agreement, both parties agree to submit such dispute or disagreement to confidential, binding arbitration in Indiana, pursuant to the then-applicable rules of the American Arbitration Association. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of our policies, notices, and agreements as a court would. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to:
Envisage Technologies, LLC
101 W. Kirkwood Ave. Suite 200
Bloomington, IN 47404
Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in Monroe County, Indiana or another mutually agreed location. Each party agrees that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action.
The arbitrator's award in any such proceeding shall be final and binding, and a judgment upon such award may be enforced by any court of competent jurisdiction. The parties irrevocably submit and consent to the exercise of subject matter jurisdiction and personal jurisdiction over each of the parties by the federal and/or state courts in the State of Indiana necessary to enforce such award pursuant to the arbitration. The parties hereby irrevocably waive any and all objections which any party may now or hereafter have to the exercise of personal and subject matter jurisdiction by the federal or state courts in the State of Indiana and to the laying of venue of any such suit, action or proceeding brought in any such federal or state court in the State of Indiana.
Modification of Terms
We may update these legal notices time to time. If a revision meaningfully alters your rights, we will use reasonable efforts to notify you of these changes. The modified version will be effective fourteen (14) days after we notify you, or upon your next authentication with FirstForward, whichever is earlier.
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