The NVC Academy Legal Agreement
The Online Services Terms and Conditions for the online services by NVC Academy, LLC. The NVC Academy understands that this agreement may not concur with traditional Nonviolent Communication methods for staying connected to life rather than creating static agreements between people. We hope you will understand that the NVC Academy is accessible to every single person in the world who has access to the internet. This agreement is our attempt to meet our needs for sustainability, ease, reassurance, and contribution. We greatly appreciate your willingness to agree to these terms.
These terms and conditions apply to all Subscribers, Registered Users, Invitees and Web Site Only Users, as defined below, (together defined as "Users"). Together with the Order (in the case of Subscribers and Registered Users), these terms and conditions constitute an agreement (this "Agreement") between the User and NVC Academy (referred to as NVCA), whose registered office is at P.O. Box 1298, Cornville, AZ 86325, USA). By submitting the Order (in the case of Subscribers and Registered Users), or by using any of the Web Sites (in the case of other Users), the User agrees to be bound by these terms and conditions.
In this Agreement, the following expressions have the meanings set below:
"Commencement Date" means the date on which NVCA starts to provide any of the Services to the Subscriber, Registered User or Invitee under this Agreement;
"Intellectual Property Rights" means all intellectual property rights recognized from time to time anywhere in the world including, without limitation, all patents, trade marks, registered designs, design rights (whether or not registered) and copyrights, any applications for any of the above, and all rights in respect of inventions, drawings, plans, specifications, designs and computer software and hardware, database rights and rights to extract or exploit data and all know-how and confidential processes, methods and information, and all trade secrets and rights of confidence;
"Invitee" means the business or individual specifically invited in writing by NVCA to use the restricted section of its web site at www.nvcacademy.com free of charge or at any other Web Site to which access is restricted;
"Order" means the Subscriber's or Registered User's order placed either on NVCA's order form, by telephone conversation with NVCA's telesales department, online on the Web Site or in email correspondence with NVCA, for subscription to or restricted access to any of the Services, as accepted by NVCA;
"Registered User" means the business or individual registered to use a limited number or amount of the Services;
"Services" means those products, services and such access to restricted areas of the Web Site as set out in the Order and provided by NVCA to the Subscriber, Registered User or the Invitee under this Agreement via any Web Site or any successor or replacement site;
"Subscriber" means the business or individual paying for a product or for a subscription to any of the Services;
"Web Site" means each of NVCA’s web sites including but not limited to those with the following URLs: www.nvcacademy.com and www.nvctraining.com.
"Web Site Only Users" means any user of any Web Site who is not a Subscriber, Registered User or Invitee.
2. The Services
2.1 NVCA will use its reasonable endeavors to provide the Subscriber or Registered User with the Services set out in the Order.
2.2 NVCA will use its reasonable endeavors to provide the Invitee with access to the restricted customer only pages of its web site at www.nvcacademy.com or to any other restricted pages of any other Web Site to which the Invitee has been authorized access by NVCA and the use of all services made generally available via those restricted pages from time to time.
2.3 NVCA will use its reasonable endeavors to make the Web Sites and the relevant Services available to the Subscriber, Registered User or Invitee 24 hours a day, 7 days a week. However, NVCA reserves the right to suspend access to the Web Sites and/or any of the Services at any time, without notice and NVCA may, at its sole discretion, restrict the User's use of the Web Site and, in the case of Subscribers, Registered Users and Invitees, the Services, or limit the hours of their availability.
2.4 NVCA will provide each Subscriber, Registered User and Invitee with user identification and a password for use in accessing the relevant Services.
2.5 NVCA will provide a help desk that may be contacted by the Subscriber, Registered User or Invitee on the telephone number set out on the Order, or as otherwise published by NVCA from time to time.
2.6 NVCA reserves the right to add, delete or modify any of the Services and these terms and conditions at its sole discretion. Any such changes shall become effective when NVCA places the amended terms and conditions on the Web Site or when NVCA otherwise notifies the User of the changes in writing.
3.1 The Subscriber will pay NVCA an annual subscription fee agreed separately with NVCA, in advance, as set out on the Order. The subscription fee will be due on the Commencement Date.
3.2 The subscription fee may be amended in the event that NVCA later agrees to provide the Subscriber with additional Services pursuant to the Subscriber's completion of a further Order, in which case the amended subscription fee will be as set out on that further Order.
3.3 The Invitee will not be required to pay any subscription fee for access to and use of the restricted pages of the www.nvcacademy.com nor of any other restricted pages of any other Web Site to which the Invitee has been authorized free access by NVCA.
3.4 The Registered User will not be required to pay any subscription fee for access to and use of the relevant Services to which the Registered User has been authorized access by NVCA.
4. The User's Responsibilities
4.1 The Users will:
4.1.1 not use any Web Site or the Services for any criminal or unlawful activity;
4.1.2 not introduce any virus, logic bomb, harmful code or Trojan horse to any Web Site or any of the Services;
4.1.3 comply with all of its obligations in its agreement with its internet service provider (including any internet acceptable use policies);
4.1.4 comply with all applicable laws, regulations and conventions;
4.1.5 promptly notify NVCA if it suspects or becomes aware of any unauthorized use of any Web Site or the Services;
4.1.6 not attempt to interfere with any Web Site or the Services or any other service to any user, host, or network (This includes, but is not limited to, deliberate attempts to overload any Web Site and attempts to "crash" any Web Site's host);
4.2 If the User is a Subscriber, Registered User or an Invitee, it will, in addition to those obligations set out in Clause 4.1:
4.2.1 at its expense obtain, install, and maintain suitable equipment and software and Internet access or connection services necessary to access the Services or any other of the services that are provided by NVCA in electronic format;
4.2.2 keep its user identification and password strictly confidential and not allow any third party to use them to access any Web Site or Services; and
4.2.3 promptly notify NVCA if it suspects or becomes aware of any unauthorized use of its user identification or password.
5.1 The web site and the services and any information provided to the user by NVCA are provided "as is" and "as available". NVCA gives no warranty that the web site or the services or any information contained in the web site or services is error-free. The user assumes all risk for using, and for any results it obtains, or liability it incurs, by or as a result of using the web site or any of the services, or from using any information the user obtains from using the web site or services, or for failing to access the web site or any service on any occasion. NVCA does not guarantee or accept any liability for any links from the web site to third party web sites, any information on other web sites to which the web site is linked or the content of advertisements placed on the web site to promote the products and services of third parties. For the avoidance of doubt, in the event that the user is being directed to a third party company web site, at the point the user accesses such third party web site that relationship is then between the user and said third party and as such NVCA bears no liability in respect of the same.
5.2 Except as expressly set out in this agreement all warranties, representations, terms, conditions or undertakings whether implied by statute, common law, custom, trade usage, course of dealing or otherwise (including any implied warranty, representation, term, condition or undertaking of satisfactory quality or fitness for a particular purpose) are, to the fullest extent permitted by law, hereby excluded.
5.3 NVCA does not guarantee the prevention of the loss or alteration of, or improper access to, the user's information or computer system. NVCA is not responsible for invalid destinations or transmission errors in, corruption of, or the security of the user's information on the web site or carried over any telecommunications or data communications facilities.
5.4 NVCA is not liable for any claim that the user's access or use of the web site or the services infringes any third party's intellectual property or other rights.
5.5 in no event is NVCA liable for any loss or damages arising from any cause beyond its control.
5.6 NVCA is not liable for any of the following, whether arising out of or resulting from NVCA’s negligence, breach of this agreement, or any other cause of action:
5.6.1 loss of profits, business or anticipated savings, loss of goodwill, lost or wasted management time or the lost time of other employees;
5.6.2 loss of use of or destruction of data;
5.6.3 any direct, indirect, special, incidental or consequential loss or damage; or
5.6.4 any claims against the user by any other party; whether direct or indirect even if NVCA has been advised of the possibility of that loss or damage arising.
5.7 The user will indemnify NVCA and keep NVCA indemnified against any losses, damages, liabilities, costs or expenses arising in connection with the user's breach of any term of this agreement or (if the user is also a subscriber, registered user or invitee) arising in connection with anyone who accesses the web site or uses any of the services using the user's password or user identification.
5.8 NVCA’s maximum liability to the user, in aggregate, is the sum the user has paid to NVCA in subscription fees for the services in the 12 months immediately preceding the date upon which any cause of action arises.
5.9 Notwithstanding any other clause in this agreement, NVCA does not exclude its liability for death or personal injury caused by its negligence or for fraud.
7. Intellectual Property Rights
7.1 All the Intellectual Property Rights in the Web Sites, the Services or in material or information contained on any Web Site or Services and all derivative works created therefrom are NVCA's property or the property of NVCA's licensors. NVCA grants to the Subscriber, Registered User and the Invitee for the duration of this Agreement a revocable, non-exclusive, non-transferable license to use the Services strictly in accordance with the express terms of this Agreement.
7.2 The User must:
7.2.1 not use any Web Site or the Services on behalf of or for the benefit of any third party whatsoever;
7.2.2 not use or copy any material, information or data contained on any Web Site or in the Services except to the extent necessary to receive the Services;
7.2.3 not use data mining, screen scraping, or similar data gathering and extraction tools on the Web Site, except with NVCA's express written consent.
7.2.3 not decompile, disassemble or otherwise reverse engineer any of the Services, save as permitted by law;
7.2.4 not modify any of the Services in any way or create derivative works of the Services;
7.2.5 not disclose the whole or part of the Services to any third party;
7.2.6 where a licensed location is specified in the Order in respect of any particular Services, use that Service only at that licensed location;
7.2.7 where a limited number of licensed users are specified in the Order in respect of any particular Service, limit its use of that Service to the specified number of licensed users.
7.3 The User shall permit NVCA or NVCA's agents on reasonable notice to enter its premises and inspect such of its assets and records, taking copies as necessary, to audit the User's compliance with its obligations under this Agreement. If, as a result of such an audit, the User is found to be in breach of its obligations under this Agreement, the User will reimburse NVCA's reasonable costs and expenses incurred in carrying out the audit.
7.4 NVCA does not warrant that the information contained in this product is complete or accurate, and does not assume and disclaims all liability to any person for any loss or damage caused by any errors or omissions in the data displayed, whether they result from negligence, accident or any other cause.
7.4.1 Specifically, the information given may be subject to change or short notice, and the User should seek confirmation of any critical requirements before finalizing travel plans.
7.6 Further to clause 7.5, by submitting a Contribution to the Web Site, the User warrants that the Contribution:
7.6.1 is its own original work and that it has the right to make it available to NVCA for the purposes specified in clause 7.5; and
7.6.2 is not defamatory; and
7.6.3 does not infringe any law.
7.7 The User indemnifies NVCA against all legal fees, damages and other expenses that may be incurred by NVCA as a result of any breach by the User of the warranty in clause 7.6 above.
7.8 The User waives any moral rights it may have in the Contribution for the purposes specified in clause 7.5.
8. Termination of Subscriptions
8.1 For the Subscriber, this Agreement will commence on the Commencement Date and will expire when the subscription expires and is renewed when subscriptions are renewed.
8.2 NVCA may, without liability, suspend the provision of any or all of the Services to the Subscriber or Registered User if:
8.2.1 the Subscriber is in breach of any of its obligations under this Agreement; or
8.2.2 if the Subscriber fails to make any payment when it is due under this Agreement after receiving 14 days' written notice from NVCA to do so.
8.3 Either party may terminate this Agreement immediately by serving written notice on the other party if the other party:
8.3.1 at any time, goes into liquidation (either compulsorily or voluntarily) or an administrator, receiver, administrative receiver, manager or similar officer is appointed in respect of the whole or part of its assets, or if that party makes an assignment for the benefit of, or a composition or arrangement with its creditors, or enters into or becomes subject to a like or equivalent insolvency or enforcement procedure or threatens to do so or is threatened with any of these things; or
8.3.2 breaches any provision of this Agreement which is incapable of being remedied; or
8.3.3 breaches any provision of this Agreement which is capable of being remedied but has failed, within 30 days after being so requested by the other party in writing, to remedy the breach.
8.4 If this Agreement is terminated by the Subscriber under clause 8.3, NVCA shall refund to the Subscriber that part of the subscription fee already paid which relates to any unexpired part of the Subscriber’s subscription, calculating the value of such refund on a pro rata basis. The Subscriber shall not be entitled to any refund of subscription fees if the Agreement is terminated by NVCA under clause 8.3 or by either party for any other reason.
8.5 For the Invitee or Registered User, this Agreement will commence on the Commencement Date and will continue until either party gives the other written notice of termination.
8.6 Termination or expiry of this Agreement will not affect any accrued rights or liabilities of either party.
9. Terms for Online Sales
9.1 Prices, postage & packing charges shall be as specified on the Web Site, or as determined when ordering over the phone or online. NVCA's prices on the Web Site include any applicable value added taxes. NVCA reserves the right to change prices published on the Web Site at any time.
9.3.1 When a User places an order online NVCA will treat it as an offer to buy Products and Services as applicable. NVCA will send the User a confirmation e-mail with the User’s order number, at which point NVCA and said User will have been deemed to have entered into a legal contract pursuant to the terms of that order and this Agreement. However, NVCA will be entitled to refuse to accept the User's order, at NVCA's sole discretion, in which case NVCA will notify the User of the same via e-mail.
9.3.2 In deciding whether to accept the User's order, NVCA may use the information the User has given to it, or NVCA already holds about the User, or which NVCA receives from any enquiry it may make with its credit checking company to confirm the User's identity. The credit checking company will check any details NVCA discloses to them against any database (public or private) to which it has access and will keep a record of that check. The credit checking company will also retain this information and may use it in the future to assist other companies with identity verification. This assists NVCA to protect the User and NVCA from fraudulent transactions. If NVCA declines the User's offer on security grounds NVCA may contact the User to seek an alternative payment method.
9.4 While NVCA endeavors to meet all orders, NVCA's acceptance of orders is subject to availability of Products or Services. However, if NVCA is unable to supply or deliver the Products or Services ordered and paid for by the User, NVCA will refund to the User the price paid for such Products or Services within 30 days of NVCA and the User entering into a contract for the supply of the Products or Services as applicable.
9.5 NVCA reserves the right to cancel any accepted order prior to delivery, at NVCA's discretion (whether or not the User's credit card has already been charged). If the User's credit card has already been charged and the order is cancelled, NVCA will upon confirmation of the same, issue an appropriate credit to the User's credit card account.
9.6 Title to all printed products, and the physical compact disk medium upon which electronic products are resident, passes to the User upon the full payment for or delivery of products. Risk of loss and damage pass to the User upon delivery.
9.7 If the User chooses to cancel the contract in accordance with clause 9.7.1 above, NVCA shall refund the amounts the User paid for such Products. If the User decides to cancel the contract as set out above, any costs associated with the return of Products will be borne by the User.
10. General Terms
10.1 Except as set out in clause 2.6, any variation to this Agreement must be specifically agreed by both parties in writing.
10.2 No Subscriber, Registered User or Invitee may assign, sub-license or otherwise transfer its subscription or any of its rights under it, sub-contract its obligations, or resell any of the Services without the prior written permission of NVCA. NVCA may assign, transfer or sub-contract its rights and/or obligations to any third party.
10.3 No delay, neglect or forbearance on NVCA's part in enforcing any provision of this Agreement will be deemed to be a waiver or in any way prejudice any of NVCA’s rights.
10.4 If any provision of this Agreement is, for any reason, held to be unenforceable, illegal or otherwise invalid in any way, the unenforceable, illegal or invalid provision will not affect any other provision of this Agreement and those provisions will continue in full force and effect and the unenforceable, illegal or invalid provision shall be deemed to be rewritten to provide the maximum benefit originally intended which is enforceable, legal and valid.
10.5 All notices given to NVCA under this Agreement must be sent to NVCA’s address, fax number or e-mail address set out below, or any other address that NVCA may notify to the Subscriber or Registered User from time to time in accordance with this clause. All notices given to the Subscriber or Registered User under this Agreement must be sent to the address, fax number or e-mail address of the Subscriber set out on the Order or any other address that the Subscriber may notify to NVCA from time to time in accordance with this clause. All notices given to the Invitee under this Agreement must be sent to the address, fax number or e-mail address of the Invitee provided by the Invitee as part of the on-line registration process on first use of the Web Site, or any other address that the Invitee may notify to NVCA from time to time in accordance with this clause. All notices may be delivered personally, or sent by first class prepaid post, by fax or by e-mail and will be deemed to have been served: if by hand, when delivered; if by first class post, 48 hours after posting; if by fax, when dispatched provided that the sender's fax machine produces automatic confirmation of error free transmission to the intended recipient; and if by e-mail when received.
Customers should contact:
NVC Academy, LLC
P.O. Box 1298
Cornville, AZ 86325, USA
Company Telephone Number: +1-209-782-9009
Subscribers and Registered Users may notify NVCA of a change to their address for service online on the Web Site where appropriate.
10.6 Nothing in this Agreement confers or purports to confer on any person who is not a party to this Agreement any rights under the Contracts (Rights of Third Parties) Act 1999 of England and Wales, or any other right, to enforce any term or provision of this Agreement.
10.7 Any legal proceedings brought by either party in relation to this Agreement shall be brought in the United States courts, and shall be governed by the laws of the United States. However, nothing in this clause will prevent NVCA from applying for and obtaining injunctive relief or enforcement of any order of a United States court in any other country or jurisdiction.
10.8 This Agreement contains the entire agreement and understanding of the parties in relation to the use of the Web Site and supersedes any proposal or prior agreement, oral or written, and any other communications between the parties relating to the subject matter of this Agreement.