Effective Date: February 1, 2024
By purchasing access to the Academy, or if Your access the Academy Service as part of your employment, You agree this Agreement is incorporated into and controlled by either: (i) the Consensus master services agreement found here: https://goconsensus.com/terms-of service/, or, (ii) if You have negotiated a signed master agreement with Consensus, then that agreement. Any conflict between this Agreement and your master agreement with Consensus is resolved in favor of these terms.
1.2 License. Subject to these Terms and Our Policies, we grant You a limited, personal, non-exclusive, non-transferable, and revocable license right to use the Academy Services. The rights granted herein are only for Your personal, non-commercial use, unless You obtain Our written permission otherwise. You also agree that You will create, access, and/or use only one user account, unless expressly permitted by us, and You will not share access to Your account or access information for Your account with any third party. Using the Academy Services does not give You ownership of or any intellectual property rights in Our Services, the content You access, or the results of Your testing or activity.
1.3 General Restrictions. You are prohibited from: (i) sharing your password, letting anyone besides yourself access your account, or doing anything that might put your account at risk, (ii) Attempting to access any other User’s account, (iii) accessing, tampering with, or using non-public areas of Our systems, unless specifically authorized to do so, (iv) breaking or circumventing Our authentication or security measures or otherwise testing the vulnerability of Our systems or networks, unless specifically authorized to do so, (v) trying to reverse engineer any portion of the Academy Services, (vi) trying to interfere with any User, host, or network, for example by sending a virus, overloading, spamming, or mail-bombing, (vii) using the Academy Services to distribute malware, (viii) using the Academy Services for anything other than for completing online courses or reviewing content for instructional purposes, (ix) impersonating or misrepresenting Your affiliation with any person or entity, or encouraging or helping anyone do any of the preceding prohibited behaviors.
2.1 Changes to Content Offerings. We offer courses and content (“Content Offerings”) originating from Consensus and other providers (“Content Providers”). While we seek to provide world-class Content Offerings from Our Content Providers, unexpected events do occur. We reserve the right to cancel, interrupt, reschedule, or modify any Content Offerings, or change the point value or weight of any assignment, quiz, test, or other assessment, either solely, or in accordance with Content Provider instructions. Content Offerings are subject to the Disclaimers and Limitation of Liability sections below.
2.2 No Academic Credit. We do not grant academic credit for the completion of Content Offerings. Unless otherwise explicitly indicated by a credit-granting institution, participation in or completion of Content Offerings does not confer any academic credit. You agree not to accept credit for completing a Content Offering unless You have earned a course certificate or other equivalent documentation of your completion of the Content Offering. Consensus, instructors, and the associated Content Providers have no obligation to have Content Offerings recognized by any educational institution or accreditation organization.
2.3 Disclaimer of Student-Content Provider Relationship. Nothing in these Terms or otherwise with respect to your participation in any Content Offerings by Content Providers: (i) establishes any relationship between You and any Content Provider; (b)
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enrolls or registers You in any Content Provider institution, or in any Content Offering offered by any Content Provider institution; or (iii) entitles You to use the resources of any Content Provider institution beyond participation in the Content Offering.
3.1 User Content. The Academy Services enable You to share your content, such as homework, quizzes, exams, projects, demonstration videos, other assignments You submit, and posts You make (“User Content”), with Consensus, instructors, and/or other third-parties approved by Consensus. You retain all intellectual property rights in, and are responsible for, the User Content You create and share (see below). User Content does not include course content, Content Offerings, or other materials made available on or placed on to the Consensus platform or the Academy Service by or on behalf of Content Providers or their instructors using the Academy Service or Content Offerings. As between Consensus and Content Providers, such Content Offerings are governed by the relevant agreements in place between Consensus and Content Providers.
3.2 How Consensus and Others May Use User Content. To the extent that You provide User Content, You grant Consensus a fully-transferable, royalty-free, perpetual, sublicensable, non-exclusive, worldwide license to copy, distribute, modify, create derivative works based on, publicly perform, publicly display, and otherwise use the User Content. This license includes granting Consensus the right to authorize Content Providers to use User Content with their registered students, on-campus learners, or other learners independent of the Academy Services. Nothing in these Terms shall restrict other legal rights Consensus may have to User Content, for example under other licenses.
3.3 Removal. We reserve the right to remove or modify User Content for any reason, including User Content that we believe violates these Terms or other policies.
3.4 Compliance With Applicable Laws. You are exclusively responsible for: (i) For obtaining all necessary consent and permissions for submission of User Content to Consensus and/or the Academy Service; (ii) For the accuracy, quality and legality of User Content; and, (iii) That User Content complies in all respects with applicable data privacy and protection regulations. You shall ensure that You are entitled to transfer the relevant User Content to Consensus so that Consensus and its service providers may lawfully use, process, and transfer the User Content in accordance with this Agreement on your behalf.
3.5 Other Restrictions. You are prohibited from using the Academy Services share any content that: (i) contains illegal content or promotes illegal activities with the intent to commit such activities, (ii) contains credible threats or organizes acts of real-world violence, including content that creates a genuine risk of physical injury or property damage, credibly threatens people or public safety, or organizes or encourages harm, (iii) harrasses others, (iv) violates intellectual property, privacy, or other rights, (v) spams others, or (vi) otherwise violates the Terms.
3.6 Excluded Data. Participant shall not provide Consensus with any User Content that are subject to heightened security requirements by law, regulation or contract (examples include but are not limited to the Gramm–Leach–Bliley Act (GLBA), Health Insurance and Portability and Accountability Act (HIPPA), Family Educational Rights and Privacy Act (FERPA), the Child’s Online Privacy Protection Act (COPPA), the standards promulgated by the PCI Security Standards Council (PCI-DSS), and their international equivalents (such User Content collectively, “Excluded Data”). Consensus shall have no responsibility or liability for Excluded Data.
Through the Academy Services, You will have the ability to access and/or use content provided by instructors, other users, and/or other third parties and links to websites and services maintained by third parties. Consensus cannot guarantee that such third-party content, in the Academy Services or elsewhere, will be free of material You may find objectionable or otherwise inappropriate or of malware or other contaminants that may harm your computer, mobile device, or any files therein. Consensus disclaims any responsibility or liability related to your access or use of, or inability to access or use, such third-party content.
We are constantly changing and improving the Academy Services. We may add or remove functions, features, or requirements, and we may suspend or stop part of the Academy Services altogether. Accordingly, Consensus may terminate your use of any Academy Service for any reason. We may not be able to deliver the Academy Service to certain regions or countries for various reasons, including due to applicable export control requirements or internet access limitations and restrictions from governments. None of Consensus, its Content Providers and instructors, its contributors, sponsors, and other business partners, and their employees, contractors, and other agents (the “Consensus Parties”) shall have any liability to You for any such action. You can stop using the Academy Service at any time.
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You warrant that You are not located in, or ordinarily reside in, any country that is subject to applicable U.S. laws and regulations preventing Consensus from providing You access to the Academy Services. Your location is determined by your physical location. Use of a virtual private network service, IP routing services, or other similar service for the purpose of circumventing these laws is strictly prohibited.
You warrant that You are not named on any government prohibited, denied, unverified-party, sanctions, debarment, or exclusion list or export-controlled related restricted party list (collectively, “Sanctions Lists”). You will immediately discontinue your use of the Academy Services if You are placed on any Sanctions List. You also warrant that You will not export, re-export, or transfer the Academy Services to an entity on any Sanctions List or otherwise use the services in a manner that would be in violation of applicable laws.
Notwithstanding anything to the contrary in these Terms, Consensus may terminate any further obligations to you, effectively immediately if You are in breach of the obligations in this section.
In accordance with this Agreement, You will be granted access to courses descriptions, exams, study guides, and other materials (collectively, the “Documentation”) to test your knowledge of certain Consensus services. Upon Your successful completion of any relevant evaluations and all other provisions of the Terms, which may be updated from time-to-time, Consensus grants You a non
transferable, revocable, personal, non-exclusive license to display, without modification, the applicable certification or badge designation as provided to You by Consensus (a “Credential”), and, to the extent depicted on the Credential, the associated Consensus name, copyright, trademark or logo (the “Consensus Marks”), solely during the term and in accordance with Consensus’s guidelines provided to You from time-to-time, the Terms, and this Agreement, including the requirements set forth in the “Restrictions” section below. If Consensus awards You a Credential, You will be permitted to use such Credential designation for the term set forth herein as long as You remain in compliance with the requirements set forth in this Agreement and meet the criteria for the applicable Credential.
8.1 Restrictions. In addition to the other requirements set forth herein, You acknowledge that by agreeing to this Agreement, You shall not engage in the following: (i) Directly or indirectly take, omit to take, permit any action, or make any statement(s) which disparages, may dilute, tarnish, or bring into disrepute the reputation of or goodwill associated with Consensus, the Consensus Marks, the Consensus Badges, or the Academy; (ii) Transfer, resell, misuse, modify, or exploit the Credential(s), Consensus Marks, Content Offerings, or Documentation in any way that infringes upon the intellectual property rights of Consensus, or which violates the Terms, this Agreement or applicable law; (iii) Exert any ownership or other intellectual property rights in the Credential(s), Consensus Marks, or the Documentation; (iv) register any Credential(s), Consensus Marks, or any confusingly similar marks or logos with the United States Patent and Trademark Office or elsewhere; (v) combine the Consensus Marks or Credential(s) with any other word, design or mark; or (vi) Use the Consensus Marks without Consensus’s prior written consent, except as otherwise expressly permitted by this Agreement, and any such use of the Consensus Marks, including as set forth herein, shall comply with
8.2 Updates. Consensus may update, modify, or revise the Credentials or Consensus Marks in Consensus’s sole discretion. If Consensus makes any such modifications, then upon notice to You from Consensus, You shall cease use of all outdated Credential(s) and Consensus Marks, and update all Credential(s) and Consensus Marks in any documentation, hard copy, or electronic materials, including, but not limited to, resumes, CV’s, public profiles, business cards, and social media accounts (collectively, the “Credential-Related Materials”).
8.3 Ownership. You understand and acknowledge that, as between Consensus and You, Consensus exclusively owns all right, title and interest in and to the Credentials, Consensus Marks, Documentation, and any and all other components of the Academy, including all intellectual property rights therein or associated therewith. Any and all goodwill arising from Your use of the Consensus Marks and the Credentials shall inure solely to the benefit of Consensus. Consensus hereby reserves all rights not expressly granted to You under this Agreement. Unless we otherwise agree in writing, no materials provided by Consensus (certifications included) can be sold or used for profit by You or Your company or agency and You may not You not lease, distribute, license, sell or otherwise commercially exploit any materials provided by Consensus.
8.4 No License. Except for the limited rights expressly granted to Participant hereunder, Consensus reserves all rights, title, and interest in and to the Consensus software and any other materials provided or made available including any and all improvements (including any arising from Your feedback), modifications and updates thereto, including without limitation all related intellectual property rights inherent therein. No rights are granted to Participant hereunder other than as expressly set forth in this Agreement. Nothing in this Participation Agreement will impair Consensus’ right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with, any products, software or technologies that You may develop, produce, market, or distribute.
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9.1 Participant Responsibilities. By participating in the Academy, You hereby agree to the following: (i) You shall only use, display, and promote the Credential(s) to indicate that You have met the Terms for the applicable Credential; (ii) You shall comply with all proper test-taking procedures, including those specified in the Terms, as well as any instructions communicated by Consensus or any third parties assisting with the administration of the Academy, including that You will not: (a) cheat or undermine the integrity of any course or exam offered by Consensus, (b) provide false information in connection with any exam, take any exam for someone else, permit someone else to take any exam for you, and/or otherwise receive or provide unauthorized assistance with any exam, or (c) copy, reproduce, remove from any test center, reuse or share any Documentation, including any exam or any part of an exam, or disclose any test questions or answers; (iii) You shall stay abreast of any updates to the Academy by regularly visiting the Terms page to ensure Your continued compliance with all Academy updates; (iv) Upon the written request of Consensus, You shall provide Consensus with examples of any use of the Credentials(s); (v) You shall comply with all laws applicable to Your participation in the Academy, Your use of the Credential(s), and/or Your distribution, use, and publication of the Credential(s); (vi) If Consensus determines that You have violated the terms of this Agreement, then upon notice from Consensus, You shall promptly remediate any such issues, or cease use of all Credential(s) and remove all Credential(s) from any Credential-Related Materials; (vi) In order to retain a Credential, You must comply with any policies and procedures set forth in the Terms, as may be updated from time-to-time, and successfully complete any subsequent Credential-specific exams or courses required for Your maintenance of the Credential; (vii) You must not misrepresent Your certification status, completion of Academy Requirements, or knowledge of Consensus services, and You shall not make any statements that are contrary to the terms of this Agreement or to any reasonable request by Consensus; (viii) You shall not suggest or represent that a Credential designation is any warranty or guarantee of Your abilities with regard to any Consensus service; (ix) You shall not engage in any fraud, misconduct, or engage in anything that negatively affects Consensus or the reputation of Consensus, the Academy, the Credentials, or the Consensus Marks; and (x) You shall not state, imply, or infer that You, or any third party, has any relationship with Consensus, including any preferred status, affiliation, endorsement, partnership or recommendation from or by Consensus.
14.1 Confidentiality. “Confidential Information” means information and/or materials provided by one party (“Discloser”) to the other party (“Recipient”), which are identified as confidential at the time of disclosure or, under the circumstances of disclosure, a reasonable person would understand to be confidential. The following information shall be considered Confidential Information whether or not marked or identified as such: this Agreement, the Academy, a party’s pricing, product roadmap, product plans, or strategic marketing plans, algorithms, business plans, customer lists, designs documents, drawings, engineering information, financial analysis, forecasts, formulas, hardware configuration information, know-how, ideas, inventions, market information, processes, products, research, specifications, software, source code, trade secrets or any other non-public information relating to Consensus products or services including the
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Consensus product documentation. Recipient may disclose Discloser’s Confidential Information only to Recipient’s affiliates, employees, officers, directors, advisors or contractors who need to know such Confidential Information and who are under a duty of confidentiality no less restrictive than Recipient’s duty hereunder. User Content are not Confidential Information.
14.2 Exclusions. “Confidential Information” does not include information that; (i) Is independently developed by or for the Recipient without access or reference to, or use of, Confidential Information; (ii) Is lawfully received free of restriction from another source having the right to furnish such information; (iii) Is or becomes lawfully in the public domain other than through a breach of this Agreement; (iv) Was known by the Recipient prior to disclosure; (v) Discloser agrees in writing is free of such restrictions; or (f) is generally disclosed by the Discloser to third parties without a duty of confidentiality.
14.3 Duties Regarding Confidential Information. At all times during and after the term of this Agreement, Recipient shall: (i) Keep Discloser’s Confidential Information confidential and not disclose Discloser’s Confidential Information to a third party without the Discloser’s written consent or as expressly permitted in this Agreement; and (ii) Not use the Confidential Information for purposes other than the performance of this Agreement. Where disclosure is required by law, such disclosure shall not constitute a breach of this Agreement provided Recipient gives Discloser reasonable advance notice (if legally permissible) to enable Discloser to seek appropriate protection of the Confidential Information and discloses only that portion of the Confidential Information that the Recipient is legally compelled or is otherwise legally required to disclose. Any prior non-disclosure agreement executed among the parties is terminated in favor of these confidentiality terms.
14.4 Unauthorized Disclosures. The parties agree that Recipient’s threatened or actual unauthorized disclosures of Confidential Information may result in irreparable injury for which a remedy in money damages may be inadequate. The parties therefore agree the Discloser may be entitled to seek an injunction to prevent a breach or threatened breach of this Section without posting a bond. Any such injunction shall be additional to other remedies available to Discloser at law or in equity.
15.1 CONSENSUS ACADEMY DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ACADEMY SERVICE AND ALL INCLUDED CONTENT ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. THE CONSENSUS PARTIES SPECIFICALLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. THE CONSENSUS PARTIES FURTHER DISCLAIM ANY AND ALL LIABILITY RELATED TO YOUR ACCESS OR USE OF THE ACADEMY SERVICES OR ANY RELATED CONTENT. YOU ACKNOWLEDGE AND AGREE THAT ANY ACCESS TO OR USE OF THE SERVICES OR SUCH CONTENT IS AT YOUR OWN RISK
15.2 CREDENTIAL DISCLAIMER. CONSENSUS MAKES NO WARRANTIES THAT YOU WILL BE AWARDED ANY CREDENTIALS, THAT YOUR CREDENTIALS OR THE ACADEMY WILL BE MAINTAINED OR RENEWED, OR THAT YOUR PARTICIPATION IN THE ACADEMY WILL RESULT IN ANY MONETARY OR COMMERCIAL BENEFIT, EXPERTISE RELATED TO THE CONSENSUS SERVICES, THE SATISFACTORY PERFORMANCE OF ANY CONSENSUS SERVICES, OR OTHERWISE MEET THE REQUIREMENTS NEEDED TO ADMINISTER OR PROVIDE ANY CONSENSUS SERVICES. EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE ACADEMY, DOCUMENTATION, THE CREDENTIALS, THE CONSENSUS MARKS, AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND CONSENSUS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CONSENSUS’S DECISIONS REGARDING THE ACADEMY, PASSING EXAM SCORES, GRADING OF EXAMS, AND THE PROVISIONING OF CREDENTIALS ARE FINAL AND ARE MADE IN CONSENSUS’S SOLE DISCRETION AND CONSENSUS WILL HAVE NO LIABILITY TO YOU FOR SUCH DECISIONS. CONSENSUS SHALL HAVE NO LIABILITY FOR THE ACTIONS OR INACTIONS OF ANY THIRD-PARTY SERVICE PROVIDERS, INCLUDING TESTING PARTNERS, USED IN CONNECTION WITH THE PROVISIONING OF THE ACADEMY, COURSES, AND EXAMS AND THE DISTRIBUTION OF THE DOCUMENTATION.
16.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE CONSENSUS PARTIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE ACADEMY SERVICES; (B) ANY CONDUCT OR CONTENT OF ANY PARTY OTHER THAN THE APPLICABLE CONSENSUS PARTY, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT; OR (C) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR CONTENT OR INFORMATION. IN NO EVENT SHALL CONSENSUS’ AGGREGATE LIABILITY FOR ALL CLAIMS RELATED TO THE ACADEMY SERVICES EXCEED TWENTY U.S. DOLLARS ($20).
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16.3 YOU AGREE THAT ANY CAUSE OF ACTION RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
19.1 Personal Data Collection/Disclosure. As a condition of participating in the Academy and gaining access to a course or exam, You will be required to provide personal information and personal data to Consensus and Our third party Academy providers (if applicable). Such personal information will be collected at various instances during your participation in the Academy, including, but not limited to, during registration with Our third-party Academy providers, and may include Your name, contact information and additional documents or materials sufficient to properly identify You and for the purposes of facilitating and administering the Academy and Your participation therein, including, but not limited to, processing Your Credential, exam scheduling, exam delivery and fee processing. In order to participate in the Academy, and if Consensus chooses to administer all or part of the Academy with a third-party provider, You may also be required to consent to the proctoring of any course or exam by Our third party Academy provider, which may include the monitoring by a certified proctor and recording of Your webcam and computer microphone to collect recordings of Your image, the contents on Your computer screen, anything on Your desk or in the background of Your webcam, and any sounds audible during the course or exam. Any such recordings may be shared with Consensus by Our third party Academy provider and will be used to ensure the integrity of any course or exam.
19.2 Additional Disclosure. Additionally, and only to the extent applicable, if an entity has purchased Your participation in the Academy (e.g. Your employer), You hereby authorize Consensus to disclose your personal information and personal data, as well as information on the courses or exams You have registered for or completed, Your Credential status, and Your User Content with such third party entity paying for, or providing, Your participation in the Academy Service. If Consensus terminates Your Credential or Your participation in the Academy, Consensus may notify the entity that has purchased Your participation or use of the Academy of such termination of Your Credential(s) or this Agreement. From time-to-time, third parties may contact Consensus in order to verify your Credential status, and You hereby authorize Consensus to disclose information regarding your Credential status to such third parties seeking verification. Additionally, You acknowledge that Consensus may provide third parties access to information regarding Your Credential(s) via a publicly available online search tool that is searchable using your personal information, such as, Your first and last name and/or your email address.
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Consensus Sales, LLC
125 East Main St.
With a copy to: email@example.com