TERMS OF USAGE

TOP ECHELON NETWORK, INC. d.b.a. AcuMentor (hereinafter "Company") provides its Service (as defined hereinafter) and Website (as defined hereinafter) subject to the following Terms of Usage; which may be updated by Company from time to time without notice to USER.

These Terms of Usage (the "Agreement") are between you as the user ("User"), and Company, having offices at 800 Market Avenue North, Canton, OH 44702. User must read and accept all of the terms and conditions of this Agreement, including the corresponding Privacy Policy incorporated herein by reference, prior to accessing the Website (as defined hereinafter).  By accessing and/or using the services provided by Company on the Website, User is agreeing to the following terms and conditions, including, without limitation, those accessible by hyperlink. If User does not agree to be bound by this Agreement or any future Terms of Usage, User should not use or access (or continue to use or access) the Website. 

  1. Definitions.  For purposes of this Agreement, the following definitions shall apply:
    • "Acceptance" means that User has accepted the terms of this Agreement and has manifested said acceptance by accessing and using the Website.
    • "Education Content" means Company's compilation of educational, instructional and/or training Electronic Data Files, as updated and modified from time to time.
    • "Electronic Data Files" means data stored as audio files, graphic files, or video files, which may be included in or constitute the Education Content when the Education Content is submitted to Company for publication on the Website, which audio, graphic or video files may be submitted in the following electronic formats:  JPEG files, GIF files, MPEG files, bitmap graphic files, Real Audio files, or in any other popular format for the storage of such data.
    • "Intellectual Property Rights" means all intellectual property rights worldwide arising under statutory or common law, and whether or not perfected, including, without limitation, all:  (i) Patents and patent applications; (ii) Rights associated with works of authorship, including copyrights, copyright applications and copyright registrations; (iii) Rights relating to the protection of trade secrets, know how, technology and confidential information; (iv) Rights relating to the protection of databases, lists and other compilations of data; (v) Moral rights and industrial property; and (iv) Divisions, continuations, renewals, reissues and extensions of the foregoing (as and to the extent applicable) now existing, hereafter filed, issued or acquired.
    • "Password" means the password User shall provide, along with the User Name, to Company which allows User to gain access to certain webpages on the Website and certain of the Website Content.
    • "Users" means those persons or entities who access, make use of, and/or purchase products or services on the Website.
    • "User Name" means the name User shall provide, along with the Password, to Company which allows User to gain access to certain webpages on the Website and certain of the Website Content.
    • "Website" means the Web site owned or controlled by Company, located and accessible at the universal resource locator/address http://www.acumentor.com.
    • "Website Content" means Education Content and all other information, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials (collectively the "Website Content") presented on or otherwise contained in the Website.
  2. Description of Services. Company provides Users with access to the Website Content through its Website which may be accessed through any various medium or device now known or hereafter developed (the "Service") for the purpose of providing training and education for Users to enhance or develop the Users' knowledge and skills.  Users are members of the general public or members of, employed by or otherwise affiliated with various types and sizes of employers or industry or trade associations who are affiliated with Company.  User understands and agrees that the Service may include advertisements and that these advertisements are necessary for Company to provide the Service. Unless explicitly stated otherwise, any new features that augment or enhance the current Service shall be subject to this Agreement. User is responsible for obtaining access to the Service and for those fees associated with accessing the Service and viewing the Website Content.  In addition, User must provide and be responsible for all equipment necessary to access the Service.  
  3. Access.  User acknowledges that the traffic of data through the Internet may cause delays during the download of information or Content from the Website.  User further acknowledges that the Website and the Website Content may not be available on a continual, twenty-four (24)-hour basis due to such delays and due to delays caused by Company upgrading, modifying, or maintaining the Website, and User shall not hold Company liable for any such delays.
  4. Modifications to Service.  Company reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice.  User agrees that Company shall not be liable to User or to any third party for any modification, suspension or discontinuance of the Service.
  5. Registration. In consideration of User's use of the Service, User represents that he/she is of legal age to form a binding contract and is not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. User also agrees to: (a) provide true, accurate, current and complete information about himself/herself as prompted by the Service's registration form (the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If User provides any information that is untrue, inaccurate, not current or incomplete, or Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Company has the right to suspend or terminate User's account and refuse any and all current or future use of the Service, or any portion thereof.
  6. Privacy. Registration Data and certain other information about User are subject to Company's Privacy Policy ("Privacy Policy") located at http://www.acumentor.com/privacy.aspx. User shall read Company's Privacy Policy which also governs User's visit to and use of the Website. User understands that through the use of the Service, User is consenting to the collection and use of this information, including the transfer of this information, by Company and its affiliates as more fully set forth in the Privacy Policy.
  7. User Account. User is responsible for maintaining the confidentiality of User's account, User Name and Password and for restricting access to User's computer. Further, User agrees to be responsible for all activities that occur under User's account or User Name.  Company will not be liable for any losses incurred by User caused by any unauthorized use of User's account; however, User will be liable for any losses of Company or any third party due to such unauthorized use.  Company reserves the right to refuse service, terminate accounts, and remove or edit content without prior notice and in their sole discretion.  Company may access, use and disclose information regarding User's use of the Service, including Registration Data and other account information, as permitted under the Privacy Policy and to (i) comply with the law; (ii) enforce or apply Company's Terms of Usage; (iii) initiate, render, bill and collect for services; (iv) protect Company's rights or property and those of Company's Users, affiliates, and providers of Education Content; or (v) protect Users of the Service and the Website from fraudulent, abusive, or unlawful use of, or subscription to, the Service or the Website.
  8. Rules of Conduct. User is responsible for all Website Content that User uploads, posts, emails, transmits or otherwise makes available via the Service. Company does not control the Website Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Website Content. User understands that by using the Service, User may be exposed to Website Content that is offensive, indecent or objectionable. Under no circumstances will Company be liable in any way for any Website Content, including, but not limited to, any errors or omissions in any Website Content, or any loss or damage of any kind incurred as a result of the use of any Website Content posted, emailed, transmitted or otherwise made available via the Service.

    User understands and agrees that the Website may not be used to:

    • Infringe the Intellectual Property Rights of any third party or of Company, including, but not limited to, posting, distributing, storing, transmitting, or destroying any material in any manner that will infringe on any Intellectual Property Rights of others;
    • Post, upload, distribute, store, or transmit any information that User does not have the right to disclose or make available under any law or under contractual or fiduciary relationship (such as insider information or proprietary research);
    • Stalk, intimidate, or harass anyone or otherwise violate the privacy or personal rights of others;
    • Upload, post, distribute, email, transmit or otherwise make available any content that Company deems in any way to be vulgar, obscene, threatening, abusive, fraudulent, libelous, defamatory, hateful, racially or ethnically objectionable, or unlawful;
    • Upload, post, email, distribute, transmit or otherwise make available any material that contains viruses or any other computer code, files, or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or other telecommunications equipment;
    • Engage in any activity that violates any laws, including, but not limited to, conspiring to violate laws or transmitting any material that, intentionally or unintentionally, violates any applicable local, state, federal, or international law, rules or regulations;
    • Harvest or collect email addresses or other contact information from other users of the Service or Website by electronic or other means for any purpose, including, but not limited to, unsolicited emails or other unsolicited communications;
    • Forge headers or otherwise manipulate any identifiers in order to disguise the origin of any communication made or transmitted through the Service or Website;
    • Impersonate, falsely state, or otherwise misrepresent, either intentionally or by omission, User's identity, age, affiliation with any entity, current or previous position, or any other personal information;
    • Upload, post, email, transmit, distribute, or otherwise make available any private information of a third party, including addresses, phone numbers, email addresses, social security numbers, and credit card information;
    • Upload, post, email, transmit, distribute, share, or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, "spam", "pyramid schemes", "junk mail", "chain letters", or any other form of solicitation;
    • Upload, post, email, transmit, distribute, share, or otherwise make available any material or content that, in the sole judgment of Company, is objectionable or which inhibits in any way any other person from enjoying or using the Site, or which may expose Company to harm or liability of any type;
    • Violate, or attempt to violate the security of the Website, including but not limited to, attempting to access user information not belonging to User or using or attempting to use another's account for any purpose without authorization from Company; or
    • Interfere or attempt to interfere with the normal operation of the Website or Service by overloading the Website, mailbombing, crashing, or submitting a virus to the site, forging any information or TCP/IP header information, or any other method used to deny service.
  9. Violations of this Agreement.  Upon violation by Subscriber of any term of this Agreement, including the Rules of Conduct set forth hereinabove, Company shall be entitled to the following remedies, which remedies shall be cumulative and shall be in addition to and not in limitation of any other rights or remedies available to Company at law or in equity:
    • Company may issue warnings, written or verbal;
    • Company may suspend or terminate User's rights and privileges granted hereunder or otherwise suspend or terminate User's account;
    • Company may remove any statements or other materials which violate the rules of conduct set forth in this Agreement;
    • Company may bill User for any administrative costs or other costs or expenses resulting from or relating to User's violation; and/or
    • Company may bring legal action to enjoin User's violation(s) and/or to collect damages caused by User's violation(s).
  10. Content Posted to Website. Website Content on the Website is provided to User "AS IS" for informational and personal use only.  Company is acting only as a passive conduit and is not responsible for any of the information or Website Content on the Website. Company may or may not pre-screen Website Content, but Company shall have the right (but not the obligation) in its sole discretion to pre-screen, refuse, or remove any Website Content that is available via the Service. Without limiting the foregoing, Company shall have the right to remove any Website Content that violates this Agreement or is otherwise objectionable. User must evaluate, and bear all risks associated with the use of any Website Content, including any reliance on the accuracy, completeness, or usefulness of such Website Content.  User understands that when using the Service User will be exposed to submissions of information from a variety of sources, and that Company is not responsible for the accuracy, usefulness, safety, or Intellectual Property Rights of or relating to such information.  Company recommends that User use caution while using this Website as information provided to User may by offensive, harmful, deceiving, or inaccurate either in its label or content.  Company does not claim ownership of Website Content User submits or makes available for inclusion on the Service.  However, with respect to Website Content that User submits or makes available for inclusion on the Service, User grants Company the following worldwide, royalty-free and non-exclusive license(s), as applicable:
    • With respect to photos, graphics, audio or video User submits or makes available for inclusion on the Service, the license to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such Website Content on the Service solely for the purpose for which such Website Content was submitted or made available. This license exists only for as long as User elects to continue to include such Website Content on the Service and will terminate at the time User removes or Company removes such Website Content from the Service.
    • With respect to Website Content other than photos, graphics, audio or video User submits or makes available for inclusion on the Service, the perpetual, irrevocable and fully sublicensable license to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and publicly display such Website Content (in whole or in part) and to incorporate such Website Content into other works in any format or medium now known or later developed.
  11. Contributions to Website.  By submitting ideas, suggestions, documents, and/or proposals ("Contributions") to Company through its suggestion or feedback webpages, User acknowledges and agrees that: (a) User's Contributions do not contain confidential or proprietary information; (b) Company is not under any obligation of confidentiality, express or implied, with respect to the Contributions; (c) Company shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media worldwide; (d) Company may have something similar to the Contributions already under consideration or in development; (e) User's Contributions automatically become the property of Company without any obligation of Company to User; and (f) User is not entitled to any compensation or reimbursement of any kind from Company under any circumstances.
  12. Intellectual Property Rights.  The Website, the Website Content, and any other images, text, programs, and other materials posted on the Website are the proprietary property of Company, its Users, advertisers, licensors, content providers/presenters or affiliates and are protected by federal and international copyright, trademark and other intellectual property laws.  Any reproduction, retransmission, distribution or republication of all or part of any Website Content or any other images, text, programs, and other materials found on the Website is expressly prohibited, unless Company or the copyright owner of the material has expressly granted its prior written consent to so reproduce, transmit, or republish the material.  All other rights reserved.  All trademarks, service marks and logos referred to or appearing on the Website are the property of their respective owners. The names, trademarks, service marks and logos of Company appearing on the Website may not be used in any advertising or publicity, or otherwise to indicate the Company's sponsorship of or affiliation with any product or service, without Company's prior express written permission.
  13. Limitation of Liability.

    IN NO EVENT SHALL COMPANY, ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES, OR AGENTS, be liable TO USER for any damages whatsoever, INCLUDING BUT NOT LIMITED TO DIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES, ARISING OR RESULTING FROM ANY (i) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (ii) LOST DATA, INTERRUPTIONS IN SERVICE, OR INABILITY TO USE OR ACCESS THE WEBSITE OR SERVICE; (iii) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER RESULTING FROM USER'S ACCESS TO AND/OR USE OF THE WEBSITE; (iv) ANY UNAUTHORIZED ACCESS TO OR USE OF COMPANY'S SECURE SERVERS AND/OR ANY PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (v) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY, AND/OR; (vi) ANY ERRORS OR OMISSIONS IN ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    USER SPECIFICALLY ACKNOWLEDGES THAT THE WEBSITE AND COMPANY SHALL NOT BE LIABLE FOR USERS' SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT RISK OF HARM OR DAMAGE FROM THE FORGOING RESTS ENTIRELY WITH USER.

  14. Disclaimer of Warranties.

    USER AGREES THAT THE WEBSITE and service IS provided on an "as is" and "as available" basis.  USER'S USE OF THE SERVICE IS AT USER's SOLE RISK.  Company disclaims any and all warranties, either expressed or implied, to the fullest extent allowed by law, AS TO THE OPERATION OF THE WEBSITE, THE SERVICE OR THE INFORMATION, WEBSITE CONTENT, MATERIALS, PRODUCTS, OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO USER THROUGH THE WEBSITE AND SERVICE, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  COMPANY MAKE NO WARRANTY THAT (I) THE SERVICE WILL MEET USER'S REQUIREMENTS; (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY USER THROUGH THE SERVICE, INCLUDING THE CONTENT, WILL MEET USER'S EXPECTATIONS; AND (V) THE CONTENT IS CURRENT AND ACCURATE AND DOES NOT CONTAIN ANY ERRORS OR MISREPRESENTATIONS.
    ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT USER'S OWN DISCRETION AND RISK, AND USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO USER'S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
    NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY USER FROM COMPANY OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
    SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF THIS SECTION AND SECTION 13 MAY NOT APPLY TO USER.

  15. Indemnity. By using the Website, User agrees to defend, indemnify and hold harmless Company, their officers, directors, employees, agents, contractors, partners, and advertisers from and against any direct, indirect, incidental, special, consequential, or exemplary damages and any claims, actions, loss, liability, or demands, including, without any limitation, reasonable legal fees and accounting fees resulting from: (i) User's use of and access/connection to the Website or Service; (ii) User's violation of any term of this Agreement; (iii) User's violation of any third party right, including without limitation, any copyright, property, or privacy right; or (iv) any claim that one of User's submissions of Website Content, Contributions or otherwise caused damage to a third party.  This defense and indemnification obligation will survive this Agreement and User's use of the Website. 
  16. Termination.  User agrees that Company may, under certain circumstances and without prior notice, immediately terminate User's account and access to the Service. Cause for such termination shall include, but not be limited to, (a) breaches or violations of this Agreement or the Privacy Policy or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by User, (d) discontinuance or material modification to the Service (or any part thereof), (e) unexpected technical or security issues or problems, (f) extended periods of inactivity, (g) engagement by User in fraudulent or illegal activities, and/or (h) nonpayment of any fees owed by User in connection with the Services. Termination of User's account includes (a) removal of access to all offerings within the Service, (b) deletion of User's Password, User Name and all related information, files and content associated with or inside User's account (or any part thereof), and (c) barring of further use of the Service. Further, User agrees that all terminations for cause shall be made in Company's sole discretion and that Company shall not be liable to User or any third party for any termination of User's account or access to the Service.
  17. Notice.  Company may provide User with notices, including those regarding changes to this Agreement, including, but not limited to, by email, regular mail, SMS, MMS, text message, postings on the Service, or other reasonable means now known or hereinafter developed.
  18. Modification.  Company reserves the right to update or modify this Agreement or the Privacy Policy from time to time without notice to User. Further, Company may offer additional services that are governed by different Terms of Usage.
  19. Entire Agreement. This Agreement and the Privacy Policy constitute the entire agreement between User, the Website and Company and govern Users usage of the Website. This Agreement supersedes any other agreement between User, Company and the Website.
  20. Severability. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the remaining provisions of this Agreement, which shall remain in full force and effect.
  21. No Waiver. No waiver of any terms of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Company's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
  22. No Third Party Beneficiaries.  User agrees that, except as otherwise expressly provided in this Agreement, there shall be no third-party beneficiaries to this Agreement.
  23. Governing Law. By visiting or using the Website, User agrees that (i) the Website shall be deemed solely based in Stark County, Ohio; and (ii) the Website shall be deemed a passive website that does not give rise to personal jurisdiction over Company, either specific or general, in jurisdictions other than Stark County, Ohio.  The laws of the state of Ohio, without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between User and Company or the Website or their respective affiliates. 
  24. Arbitration.  Any disputes relating in any way to User's visit to and use of the Website and the Service shall be submitted to confidential arbitration in Canton, Ohio, except that, to the extent User has in any manner violated or threatened to violate Company's Intellectual Property Rights, Company may seek injunctive or other appropriate relief in any state of federal court in the state of Ohio, and User consents to exclusive jurisdiction and venue in such courts.  Arbitration under this Agreement shall be conducted under the rules then prevailing of the American Arbitration Association.  The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction.  To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.
  25. No Agency. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
  26. Disputes. User is solely responsible for its interactions with any other Users. Company reserves the right, but has no obligation to monitor disputes between User and other Users or to intervene.

USER AGREES THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE USE OF THE WEBSITE OR THE SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.