Term of Use Agreement

IMPORTANT: READ THIS VERY CAREFULLY!

SCOPE OF AGREEMENT

This Terms of Use Agreement (“Agreement”) by and between the International Association for Six Sigma Certification LLC (“we”, “us”, “our” or “IASSC”) and you (“you”, “your” or “User”) governs your use of the www.iassc.org website (the “Site”), together with all information, content, products, materials and services made available to you through the Site by us and/or third parties (which, together with the Site, shall be collectively and individually referred to as the “Services”). All applicable terms and conditions contained on the Site and/or any ancillary documents or agreements are hereby incorporated by reference and made part of this Agreement.  By using or otherwise accessing the Services, or any component thereof, in any manner whatsoever, you agree to be bound by and comply with the terms and conditions of this Agreement. If you do not agree to this Agreement, you are not authorized to access the Site or use the Services in any manner.

When we refer to the “use” of the Services in this Agreement, we mean any actual or attempted access or use of the Services, including, without limitation, any transmission, exchange of information or communication associated with the Services. In addition to the applicable terms and conditions on our Site (including those pertaining to accreditation and certification), this Agreement, together with our Privacy Policy, constitute the entire agreement between you and us, superseding any and all prior or inconsistent understandings, representations or agreements regarding the Services.

IASSC reserves the right to modify the terms of this Agreement or any other terms and conditions on the Site at any time, without notice, and it is your responsibility to periodically review the Site, along with this Agreement, for revisions. Revisions to terms and conditions on the Site and/or this Site become effective immediately upon posting (the “Effective Date”). If any revisions are not acceptable to you, you must stop using the Services. Your use of the Services after the Effective Date shall constitute your acceptance of such changes. If we make any new products or services available they will be considered a part of the Services and your use of them will be governed by the terms and conditions of this Agreement. You must also comply with any additional terms which apply to third-party content, material, information, software or other services.

DEFINITIONS

“IASSC Intellectual Property” refers to all text, graphics, images, trademarks, logos, button icons, programs, software and other data, content, information and materials, tangible and intangible, and all intellectual property rights in and to the same which are owned by IASSC or licensed to IASSC by third parties. This includes but is not limited to IASSC Content and Trademarks.

“IASSC Content” refers to all copyrighted content owned by IASSC or other copyrighted content owned by third-party partners of IASSC.

“IASSC Trademark(s) or Mark(s)” refers to all trademarks and service marks owned by IASSC as defined by 15 U.S.C. § 1127 and/or common law.

When IASSC uses terms on the Site such as “Industry”, “The Industry”, “Industry Standard”, “Universally Accepted”, “Generally Accepted” and other generalized terms, the terms are meant as a generalization of IASSC’s characterization of what it believes to be the industry standard and/or majority view of what constitutes the industry standard. IASSC endeavors to represent the voice of the industry’s majority. IASSC is not affiliated with any governmental agency, and the Lean Six Sigma Industry is not regulated by any state or federal governmental agency or single authority. IASSC Lean Six Sigma Accreditations, Certifications and Bodies of Knowledge are voluntarily adopted by professionals in the Lean Six Sigma Industry.

OWNERSHIP AND USE OF IASSC INTELLECTUAL PROPERTY

Ownership and Use. IASSC Intellectual Property is owned by IASSC or licensed to us by our third party partners. You have no rights in or to such IASSC Intellectual Property and you agree you will not copy, retransmit, reproduce, publish, create derivative works based upon or otherwise transmit any IASSC Intellectual Property except as specifically permitted under this Agreement or other agreements between IASSC and you.

IASSC Content. As a courtesy to our customers and members we have posted to the Site certain IASSC Content. Unless specifically stated otherwise on the Site, or we give you written permission, you shall not use and access, download and copy any IASSC Content.

Trademarks. The IASSC Trademarks appearing on this Site may not be used in any advertising or publicity or otherwise to indicate IASSC’s sponsorship of or affiliation with any of your products or services without IASSC’s prior express written permission or as granted by specific terms and conditions of other documents defining a relationship between IASSC and you. You are prohibited from using IASSC Marks or any names, marks or other materials in a manner that is likely to cause confusion or dilute or damage the reputation or image of IASSC. You agree you will not alter any IASSC Mark in any manner to make it appear that IASSC is endorsing, sponsoring, authorizing or affiliated with you, your company, or any third party, except as expressly permitted in writing by IASSC.

LINKS

Links to Third Party Sites. As a courtesy to Users we may provide links to other websites or resources owned and operated by third parties. IASSC has no control over such websites and resources; therefore, you acknowledge and agree we are not responsible for the availability of such external websites or resources and do not endorse and are not responsible or liable for any content, advertising, products, services or other materials on or otherwise made available via such websites or resources. You further acknowledge and agree we shall not be liable, directly or indirectly, for any damage or loss caused or alleged to be caused by, or in connection with the use of or reliance on, any such content, goods or services.

COMPLIANCE WITH THE CAN-SPAM ACT

The User agrees to abide by the CAN-SPAM Act (15 U.S.C. §§7701-13) when utilizing the Site and contacting other users by email. User may not use the Site to bombard individuals or groups with uninvited commercial email, sexually explicit commercial email or engage in other activities in violation of the CAN-SPAM Act, such as, but not limited to: (a) harvesting email addresses from the Site; (b) falsifying or using misleading header information; or (c) using deceptive subject lines. User may not promote User’s or others products or services through uninvited commercial emails or any other means without the express written consent of IASSC.
IASSC will not be liable for any direct, indirect, incidental, special, consequential or punitive damages of any kind resulting from User’s failure to adhere to the CAN-SPAM Act or any other applicable laws. The User agrees to indemnify, defend and hold harmless IASSC, its affiliates, officers, directors, employees, consultants, attorneys and agents from any and all third party claims, liability, damages, and/or costs (including, but not limited to, attorneys’ fees) arising from the User’s activities in violation of the CAN-SPAM Act or any other applicable laws. The terms of this Agreement will inure to the benefit of IASSC’s successors, assignees and licensees. The User covenants to cooperate fully in the defense of any claim. However, IASSC reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by User, and User shall not in any event settle any matter without the written consent of IASSC.

REGISTERED USERS ACCOUNT, PASSWORD AND SECURITY

In consideration for your use of the Site, you represent and warrant you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the relevant portions of the Site and (b) maintain and promptly update your profile information to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or IASSC has reasonable grounds to suspect such information is untrue, inaccurate, not current or incomplete IASSC has the right to suspend or terminate your access to the Site and refuse any and all current or future use of the Site, or any portion thereof. You also agree to indemnify, defend and hold harmless IASSC, its affiliates, officers, directors, employees, consultants, and agents from any and all loss, damages, and/or costs (including, but not limited to, attorneys’ fees) arising from your provision of information that is untrue, inaccurate, not current or incomplete.

You are solely responsible for maintaining the strict confidentiality of your User IDs and Passwords and for any charges, damages, liabilities or losses incurred or suffered as a result of your failure to do so. We are not liable for any harm caused by or related to the theft of your User IDs/Passwords, your disclosure of your User IDs/Passwords or your authorization to allow another person to access and use the Services using your User IDs/Passwords. You agree to immediately notify us if you become aware of any unauthorized use of your User IDs/Passwords or other need to deactivate a User ID/Password due to security concerns.

DISCLAIMER OF WARRANTIES

IASSC DOES NOT WARRANT OR GUARANTEE UNINTERRUPTED ACCESS TO THE SITE, OR ANY SITE LINKED TO THE SITE. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR USE OF THIS SITE AND ANY INFORMATION ON THIS SITE.

IASSC PROVIDES ANY AND ALL SERVICES AND INFORMATION ON AN “AS IS” BASIS AND GRANTS NO WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY. IASSC SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

LIMITATION OF LIABILITY AND RELEASE

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER IASSC, ITS LICENSORS, SUPPLIERS, PARTNERS, AFFILIATES NOR THIRD-PARTY SERVICE PROVIDERS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY OTHER FORM OF DAMAGES IN ANY MANNER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, YOUR USE OF THE SITE OR ANY SERVICES, REGARDLESS IF CAUSED BY NEGLIGENCE OR GROSS NEGLIGENCE OF IASSC AND REGARDLESS OF THE FORM OF ACTION, THE BASIS OF THE CLAIM, OR WHETHER OR NOT IASSC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES BEYOND THE MONETARY AMOUNT YOU PAID FOR THE SERVICES.

IN THE EVENT YOU HAVE ANY DISPUTE WITH ONE OR MORE THIRD PARTIES AS A RESULT OF YOUR USE OF THE SITE OR THE SERVICES, OR ARE IN ANY WAY DAMAGED AS A RESULT OF ANY THIRD PARTY IN CONNECTION THEREWITH, YOU HEREBY RELEASE AND COVENANT NOT TO SUE OR OTHERWISE MAKE A CLAIM, DEMAND OR FILE ANY LEGAL ACTION OR INSTITUTE ANY LEGAL OR REGULATORY PROCEEDINGS AGAINST US, OUR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, REPRESENTATIVES AND SUPPLIERS FROM, FOR ANY CLAIMS, ACTIONS, DEMANDS OR DAMAGES (WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL), OF WHATEVER KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, WHETHER FORESEEABLE OR NOT, DISCLOSED OR UNDISCLOSED.

INDEMNITY

You agree to defend, indemnify and hold us harmless against any losses, expenses, costs or damages (including our attorneys’ fees, expert fees’ and other costs of litigation) arising from, incurred as a result of, or in any manner related to any claim or action based upon (a) your breach of the terms and conditions contained in this Agreement and/or the Site, (b) your use of the Services, and/or (c) the use of the Services by any other person using your IDs. We may, if necessary, participate in the defense of any such claim or action and any negotiations for its settlement or compromise. No settlement that may adversely affect our rights or obligations shall be made without our prior written approval. We reserve the right, at our own expense and upon notice to you, to assume exclusive defense and control of any such claim or action and then your corresponding obligation to defend will end; however, your duty to indemnify shall continue.

RIGHT TO TERMINATE AND/OR TO BLOCK ACCESS

IASSC reserves the right to terminate, block or restrict your access to, or use of, the Site for any breach or suspected violation of any provision of this Agreement. In such an event, we may terminate this Agreement, restrict, suspend or terminate your access to and use of the Services immediately and without notice or liability, with or without cause, and it will not limit any other rights or remedies which are available to us. You may terminate this Agreement by providing us with written notice of your termination and ceasing to use or access the Services. Termination is your sole right and exclusive remedy if you are not satisfied with the Services. Upon the effective date of any such termination, your right to access and use the Services shall immediately cease.

NON-DISPARAGEMENT

You agree that you will neither publish on the Internet, directly or indirectly, any negative or untrue statement about IASSC or any agent thereof, nor take any action which is adverse to the interests of IASSC or that would cause it, its officers, directors, employees, agents, or members embarrassment or humiliation or otherwise cause or contribute to such persons being held in disrepute by the public or in the industry.

GOVERNING LAW

This Agreement shall be governed in accordance with the laws of the State of Arizona, USA, notwithstanding any conflict-of-law provisions to the contrary. Additionally, you also agree that the Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995, UN Convention on Contracts for the International Sales of Goods and the Uniform Computer Information Transactions Act (UCITA) will not apply to this Agreement or any interpretation or disputes relating thereto.

WAIVER OF JURY TRIAL

You hereby irrevocably waive your right to trial by jury in any action or proceeding arising out of this Agreement or the transactions relating to its subject matter.

JURISDICTION/DISPUTES/ARBITRATION

With the exception of IASSC’s claims against you relating to nonpayment or injunctive relief, all disputes and claims relating to this Agreement or any other agreement entered into between the parties, the rights and obligations of the parties, or any other claims or causes of action relating to the making, interpretation, or performance of either party under this Agreement, shall be settled by arbitration in Maricopa County, Arizona, in accordance with the Federal Arbitration Act and the Commercial Arbitration Rules of the American Arbitration Association (“AAA”). Any arbitration proceeding, or any claim in arbitration (including any defense and any claim of setoff or recoupment), must be brought or asserted within one (1) year after the action or inaction occurred that gave rise to such claim or defense, regardless of any statute of limitations, time of discovery statute or rule, savings statute, tolling statute or doctrine, equitable doctrine, or other theory that may be used to extend the time in which a claim or defense can be asserted. Once a written demand for arbitration is made by a party, the other party shall respond to the demand within ten (10) business days; failure to respond will permit the demanding party to seek resolution through litigation in Maricopa County Superior Court. However, in the event the non-responding party attempts to subsequently participate in the Superior Court litigation, the demanding party, at its election, may compel the matter to be arbitrated in accordance with this Agreement. To the extend a party attempts to contest the enforceability of this arbitration provision, arbitrability will be decided by the arbitrator, and the parties hereby waive the portion of A.R.S. § 12-1501 that appears to state that a party may contest arbitrability based upon grounds available in law or in equity for the revocation of any contract. Neither party shall pursue class claims and/or consolidate the arbitration with any other proceeding to which IASSC is a party. Each party must bear its own costs of arbitration; provided, however, that all arbitration fees shall be initially shared equally by the parties. Any failure to equally share arbitration fees prior to the issuance of an arbitration award shall be considered a default and shall permit the non-defaulting party to move for judgment by default, which shall be awarded unless the default is cured within five (5) business days. The arbitrator’s award shall include all arbitration fees, costs and attorneys’ fees for the prevailing party. The arbitrators shall have no authority to amend or modify the terms of the Agreement. Judgment upon the award of the arbitrator shall be submitted for confirmation to the United States District Court for the District of Arizona and, if confirmed, may be subsequently entered in any court having competent jurisdiction. This agreement to arbitrate shall survive any termination or expiration of this Agreement.

Notwithstanding the foregoing, IASSC’s claims against you relating to nonpayment or injunctive relief may be litigated in the Superior Court of Maricopa County, Arizona, and the parties expressly waive any objections to such jurisdiction and venue and irrevocably consent and submit to the personal and subject matter jurisdiction of such court in any action or proceeding. In the event you participate in the Superior Court litigation by asserting any defense and/or claim, IASSC, at its election and while continuing to seek injunctive relief from the Superior Court, may compel all other matters, not pertaining to IASSC’s pursuit of injunctive relief against you, to be arbitrated in accordance with this Agreement.

CLASS ACTION WAIVER

You hereby agree to waive any class action proceeding or counterclaim against IASSC, its affiliates, successors or assigns, whether at law or equity, regardless of which party brings suit. This waiver shall apply to any matter whatsoever between the parties hereto which arises out of or is related in any way to this Agreement or the Services, the performance of either party, and/or your purchase from IASSC, its affiliates, successors or assigns.

IASSC’S REMEDIES

In the event of a breach or threatened breach by you of any of the provisions of this Agreement pertaining to intellectual property, disparagement, or unauthorized use of the Site, you hereby consent and agree that IASSC shall be entitled to obtain, as a matter of right hereby granted, a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that monetary damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages or other available forms of relief. Upon the issuance of any injunctive relief, IASSC shall be entitled to recover from you, as part of the its costs, reasonable attorneys’ fees, the amount of which shall be fixed by the court, and shall be made a part of any award or judgment rendered (regardless of whether or not the matter is contested).

ATTORNEYS’ FEES AND LEGAL EXPENSES

If any proceeding or action shall be brought to recover any amount under this Agreement, or for or on account of any breach hereof, or to enforce or interpret any of the terms, covenants, or conditions of this Agreement, the prevailing party shall be entitled to recover from the other party, as part of the prevailing party’s costs, reasonable attorneys’ fees, the amount of which shall be fixed by the court and/or arbitrator, and shall be made a part of any award or judgment rendered (regardless of whether or not the matter is contested).

ASSIGNABILITY

This Agreement is personal to you and you may not assign this Agreement or the rights and obligations hereunder to any third party.

WAIVER

No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.

SEVERABILITY

If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.

SURVIVAL OF TERMS

Any provision of this Agreement which by its nature must survive the termination of this Agreement in order to give effect to its meaning shall survive such termination, including but not limited to the ownership, intellectual property rights and licensing provisions set forth in this Agreement.

LIMITATION ON ACTIONS

You agree that any claim or defense arising out of or related to the use of the Site or Services, or otherwise relating to this Agreement, must be brought or asserted within one (1) year after the action or inaction occurred that gave rise to such claim or defense or will be forever barred, regardless of any statute of limitations, time of discovery statute or rule, savings statute, tolling statute or doctrine, equitable doctrine, or other theory that may be used to extend the time in which a claim or defense can be asserted.

ENTIRE AGREEMENT

This Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior agreements between the parties and is intended as a final expression of their agreement. It shall not be modified or amended except in writing or Site posting by IASSC. The Site, as posted and amended in the future, and this Agreement, as posted and amended in the future, shall be the valid document respecting the rights and obligations of IASSC and the User.

Last updated on 10/12/17