Privacy Policy
THIS NEEDS UPDATED COPY!!!
1. Updating the Terms
SEMEL may revise and update these Terms from time to time in our sole discretion. Your continued use of the TRAINING following the update of revised Terms means that you accept and agree to the changes. When accepted by you, the revised Terms automatically supersede the prior version. New Terms apply prospectively only.
2. Definitions
“Internal Use” means access or use solely for TRAINING User’s own internal staff. Internal Use is limited to access and use by TRAINING User’s employees.
“TRAINING” means the TRAINING accompanying these Terms, or SEMEL TRAINING that you use, including any updates thereto and/or related.
3. License and Restrictions
3.1 License
Subject to these Terms, if TRAINING User has obtained a valid evaluation license or subscription to the TRAINING through SEMEL or a designated SEMEL partner or reseller, TRAINING User may, solely for TRAINING User’s own Internal Use and during the period of time such evaluation or subscription remains valid.
3.2 Restrictions
The rights set forth in 3.1 above do not include any rights to, and you shall not: (i) employ or authorize a SEMEL Competitor to use the TRAINING or the Documentation, or to provide management, hosting, or support for TRAINING; (ii) alter, publicly display, translate, create derivative works of or otherwise modify the TRAINING; (iii) sublicense, distribute or otherwise transfer the TRAINING to any Third-Party; (iv) allow third parties to access or use the TRAINING; (v) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code for the TRAINING (except to the extent that such prohibition is expressly precluded by applicable law), circumvent its functions, or attempt to gain unauthorized access to SEMEL’s hosted TRAINING or its related systems or networks; (vi) remove or alter any notice of proprietary right appearing on the TRAINING; or (vii) cause, encourage or assist any Third-Party to do any of the foregoing. TRAINING User agrees to use the TRAINING in accordance with laws, rules and regulations directly applicable to TRAINING User and acknowledges that TRAINING User is solely responsible for determining whether a particular use of the TRAINING is compliant with such laws. SEMEL Competitors or any other party with interests or intentions adverse to SEMEL may not access, install or use the TRAINING or SEMEL Data.
3.3 Ownership & Feedback
TRAINING is made available for use and licensed, not sold. SEMEL owns and retains all right, title and interest (including all intellectual property rights) in and to the TRAINING. Any feedback or suggestions that TRAINING User provides to SEMEL regarding any SEMEL products or services is non-confidential and may be used by SEMEL for any purpose without acknowledgement or compensation; provided, TRAINING User will not be identified publicly as the source of the feedback or suggestion.
4. TRAINING User Obligations and Third-Party Partners
4.1 TRAINING User Obligations
TRAINING User represents and warrants that: (i) it owns or has a right of use from a Third-Party, and controls, directly or indirectly, all of the TRAINING, hardware and computer systems (collectively, “Systems”) where the TRAINING will be installed, (ii) to the extent required under any federal, state, or local U.S. or non-US laws (e.g., Computer Fraud and Abuse Act, 18 U.S.C. § 1030 et seq., Title III, 18 U.S.C. 2510 et seq., and the Electronic Communications Privacy Act, 18 U.S.C. § 2701 et seq.) it has authorized SEMEL to access the Systems and process and transmit data through the TRAINING and any other SEMEL offerings in accordance with these Terms and as necessary to provide the TRAINING and other services, (iii) it has a lawful basis in having the TRAINING operate on the Systems, and collect and process the TRAINING User Data and the Personal Data; (iv) that it is and will at all relevant times remain duly and effectively authorized to instruct SEMEL to carry out the services related to the TRAINING, (v) it has made all necessary disclosures, obtained all necessary consents and government authorizations required under applicable law to permit the processing and international transfer of TRAINING User Data and Personal Data from each TRAINING User and TRAINING User Affiliate, to SEMEL; and (vi) TRAINING User authorizes SEMEL to provide access to and use of the TRAINING and TRAINING User Data to Third-Party Partners.
4.2 Third-Party Partners
You are solely responsible for: (i) independently testing and validating any Third-Party provided products and services and the TRAINING before deploying it in a test or production environment,. SEMEL is not responsible or liable for any loss, costs or damages arising out of Third-Party Partner’s actions or inactions in any manner, including but not limited to, for any disclosure, transfer, modification or deletion of TRAINING User Data. Whether or not a Third-Party Partner is designated by SEMEL as, or otherwise claims to be “certified,” “authorized,” or similarly labeled, SEMEL does not control, monitor, maintain or provide support for, Third-Party Partners or their services or products. SEMEL disclaims all warranties of any kind, and all indemnities, obligations, and other liabilities in connection with the Third-Party Partner’s services and products, and any Third-Party Partner interface or integration with SEMEL’s products or services (including the TRAINING).
5. SEMEL Use of Data
5.1 Data Collection
The TRAINING uses TRAINING User Data for the benefit of all users. SEMEL uses such data to: (i) analyze, characterize, attribute TRAINING User, (ii) analyze trends and performance, (iii) improve the functionality of, and develop, SEMEL’s products and services; provided, however, that in all of the foregoing use cases, in a way that does not identify TRAINING User or TRAINING User’s Personal Data to other SEMEL users (other than our Third-Party Partners). SEMEL may also enable TRAINING Users and/or Third-Party Partners to use certain TRAINING User Data in other applications or services.
5.2 File Collection
TRAINING User and our Third-Party Partners may have the option to upload (by submission, configuration, and/or, retrieval) files and other information to make the product more reliable and/or improve SEMEL’s products and services.
5.3 Processing Personal Data
Personal Data may be collected and used during the provisioning, payment, and use of the TRAINING, to deliver, support and improve SEMEL’s products and services, further our business relationship, comply with law, or otherwise in accordance with these Terms and the Documentation. TRAINING User authorizes SEMEL to collect, use, store, and transfer the Personal Data that TRAINING User provides to SEMEL as contemplated in these Terms, SEMEL’s documentation and SEMEL’s privacy notice, which may be found at https://www.semelconsulting.com/privacy-policy/
6. No Warranty
6.1 Disclaimer
THE TRAINING AND ALL OTHER SEMEL OFFERINGS ARE PROVIDED “AS-IS” AND WITHOUT WARRANTY OF ANY KIND. SEMEL AND ITS AFFILIATES DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, SEMEL AND ITS AFFILIATES AND SUPPLIERS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT WITH RESPECT TO THE TRAINING AND ALL OTHER SEMEL OFFERINGS. THERE IS NO WARRANTY THAT THE TRAINING OR ANY OTHER SEMEL OFFERINGS WILL BE ERROR FREE, OR THAT THEY WILL OPERATE WITHOUT INTERRUPTION OR WILL FULFILL ANY OF TRAINING USER’S PARTICULAR PURPOSES OR NEEDS.
6.2 No Guarantee
TRAINING USER ACKNOWLEDGES, UNDERSTANDS, AND AGREES THAT SEMEL DOES NOT GUARANTEE OR WARRANT THAT THE TRAINING WILL PROVIDE ANY PARTICULAR RESULTS AND IT WILL NOT HOLD SEMEL RESPONSIBLE THEREFOR.
7. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW SEMEL SHALL NOT BE LIABLE TO TRAINING USER (UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STATUTE, TORT OR OTHERWISE) FOR: (A) ANY LOST PROFITS, REVENUE, OR SAVINGS, LOST BUSINESS OPPORTUNITIES, LOST DATA, OR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, EVEN IF SEMEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES OR SUCH DAMAGES OR LOSSES WERE REASONABLY FORESEEABLE; OR (B) AN AMOUNT THAT EXCEEDS IN THE AGGREGATE $100. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY SPECIFIED IN THESE TERMS. MULTIPLE CLAIMS SHALL NOT EXPAND THE LIMITATIONS SPECIFIED IN THIS SECTION 7.
8. Compliance with Laws
TRAINING User agrees to comply with all U.S. federal, state, local and non-U.S. laws directly applicable to it in the performance of these Terms and use of the TRAINING, including but not limited to, applicable export and import, anti-corruption and employment laws. TRAINING User acknowledges and agrees the TRAINING shall not be used, transferred, or otherwise exported or re-exported to regions that the United States and/or the European Union maintains an embargo or comprehensive sanctions (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity subject to individual prohibitions (e.g., parties listed on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders) (collectively, “Designated Nationals”), without first obtaining all required authorizations from the U.S. government and any other applicable government. TRAINING User represents and warrants that TRAINING User is not located in, or is under the control of, or a national or resident of, an Embargoed Country or Designated National.
9. U.S. Government End Users. If TRAINING User is a US Government End User, the following provisions apply:
9.1 Commercial Items
The following applies to all acquisitions by or for the U.S. government or by any U.S. Government prime contractor or subcontractor at any tier (“Government Users”) under any U.S. Government contract, grant, other transaction, or other funding agreement. The TRAINING and the Documentation are “commercial items,” as that term is defined in Federal Acquisition Regulation (“FAR”) (48 C.F.R.) 2.101, consisting of “commercial computer TRAINING” and “commercial computer TRAINING documentation,” as such terms are used in FAR 12.211 and 12.212. In addition, Department of Defense FAR Supplement (“DFARS”) 252.227-7015 (Technical Data – Commercial Items) applies to technical data acquired by Department of Defense agencies. Consistent with FAR 12.211 and 12.212 and DFARS (48 C.F.R.) 227.7202-1 through 227.7202-4, the TRAINING and the Documentation are being licensed to Government Users pursuant to the terms of this license(s) customarily provided to the public as forth herein, unless such terms are inconsistent with United States federal law (“Federal Law”).
9.2 Disputes with the U.S. Government
If these Terms fail to meet the Government’s needs or is inconsistent in any way with Federal Law and the parties cannot reach a mutual agreement on terms, the Government agrees to terminate its use of the TRAINING. In the event of any disputes with the U.S. Government in connection with these Terms, the rights and duties of the parties arising from these Terms, shall be governed by, construed, and enforced in accordance with Federal Procurement Law and any such disputes shall be resolved pursuant to the Contract Disputes Act of 1978, as amended (41 U.S.C. 7101-7109), as implemented by the Disputes Clause, FAR 52.233-1.
9.3 Precedence
This U.S. Government rights in this Section are in lieu of, and supersedes, any other FAR, DFARS, or other clause, provision, or supplemental regulation that addresses Government rights in TRAINING, computer TRAINING or technical data under these Terms.
10. General
10.1 Entire Agreement
Unless you have another valid agreement with SEMEL for the use of this TRAINING, these Terms constitute the entire agreement between TRAINING User and SEMEL concerning the TRAINING. It is expressly agreed that as between TRAINING User and SEMEL and regarding the TRAINING, these Terms shall supersede any other terms TRAINING User has on its procurement Internet portal, purchase order or any other agreement with any reseller, prime contractor or service provider. SEMEL is not obligated under Third-Party Partner’s, or any reseller’s, prime contractor’s or other service provider’s agreement with you unless an officer of SEMEL executes the agreement. These Terms shall not be construed for or against any party to these Terms because that party or that party’s legal representative drafted any of its provisions.
10.2 Governing Law; Venue
These Terms, and the rights and duties of the parties arising hereunder, shall be governed by, construed, and enforced in accordance with the laws of the State of Florida, excluding its conflicts-of-law principles. The sole and exclusive jurisdiction and venue for actions arising under these Terms shall be state and federal courts in Sarasota County, Florida, and the parties agree to service of process in accordance with the rules of such courts. The Uniform Computer Information Transactions Act and the United Nations Convention on the International Sale of Goods shall not apply. Notwithstanding the foregoing, each party reserves the right to file a suit or action in any court of competent jurisdiction as such party deems necessary to protect its intellectual property rights and, in SEMEL’s case, to recoup any payments due.
10.3 Waiver, Severability & Amendments
The failure of either party to enforce any provision of these Terms shall not constitute a waiver of any other provision or any subsequent breach. If any provision of these Terms is held to be illegal, invalid, or unenforceable, the provision will be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remaining provisions of these Terms will remain in full force and effect.
10.4 Force Majeure
Neither party shall be liable for, nor shall either party be considered in breach of these Terms due to, any failure to perform its obligations under these Terms (other than its payment obligations) as a result of a cause beyond its control, including but not limited to, act of God or a public enemy, act of any military, civil or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm or other like event, disruption or outage of communications (including an upstream server block and Internet or other networked environment disruption or outage), power or other utility, labor problem, or any other cause, whether similar or dissimilar to any of the foregoing, which could not have been prevented with reasonable care. The party experiencing a force majeure event, shall use commercially reasonable efforts to provide notice of such to the other party.
Need Assistance?
If you have any questions, we’re here for you. Simply reach out to [email protected], and we’ll make sure you have everything you need to succeed.
© Copyright – 2025 | Mike Semel, Complianceologist
Terms of Use