TRAINING RESPONSE NETWORK, INC. TERMS & CONDITIONS OF USE MASTER LICENSE & SERVICES AGREEMENT
Training Response Network, Inc. a NEW HAMPSHIRE corporation with its principal offices P.O. Box 5520, Hanover, New Hampshire 03755 (“TRN” or “Company”), has created the following Terms & Conditions of Use (“Terms & Conditions”) to apply to all users of its cloud-based software as a service system, whether accessed online or via mobile app, and all digital assets contained or offered therein (collectively, the “Services”).
End-Users are solely responsible for safely and responsibly using the Services, including by ensuring all Services use occurs in a safe environment. Please see Section 5 for more details on safe use of the Services. End-Users are also prohibited from cheating or attempting to cheat on the Services, or from otherwise misleading or attempting to mislead Company about an End-User’s identity. Please see Sections 1 and 2 for more information on permitted use of the Services.
Each End-User must create an account to use the Services (the “Account”). End-Users agree to provide accurate, current, and complete information when registering for an Account.
Each end-user must personally validate that they are the individual who claims to be using and logging-in to the Services, including via multi-factor authentication, and hereby asserts that they will not permit any other individual(s) to use their credentials to login on their behalf, including as an attempt to mislead the Company and/or any state law enforcement agencies or commissions, including those that agree(s) to provide credit for use of the platform and e-Training content and associated products. Such an act of misrepresentation by an end-user will be considered a material breach of these Terms & Conditions which may result in termination of access to the Services and possible reversal of all any previous credit earned for training.
Throughout each training course, the end-user will be required to take section quizzes and/or a final exam to provide validation of material learned to confirm that the end-user took the course and to comply with any state law enforcement agency or commission mandates for course credits. Minimum test scores and re-testing will be established by TRN and professional law enforcement, corrections, and public safety agencies that oversee end-users in order to meet that entity’s standards for course credit.
Company grants each end-user a limited, revocable, non-exclusive, non-transferable right to use the Services and Online Resources (defined below) for their personal and educational purposes as long as they do not violate any aspect of these Terms & Conditions or applicable law, including TRN’s intellectual property and other proprietary rights in and to the Services or the intellectual property rights of another party. TRN reserves the right to terminate or limit an end-user’s access to the Services and Online Resources for any reason (or no reason) and in TRN’s sole discretion.
All end-users must use the Services safely and responsibly when accessing them from their mobile device or tablet. This can include using the Services from a place of safety (e.g. not when inside the end-user’s car or when on-duty) and otherwise following safe and secure practices. End-users are solely responsible for following safe practices when using the Services, and TRN will have no, and expressly disclaims, liability for an end-user’s failure to use the Services safely.
The Online Resources shall be made available upon login into https://dash.trnpc.com or other URL provided to end-user by TRN. The Online Resources may be unavailable from time to time when requested by an agency to shut down for a period of time to adhere to record keeping or if a technological interruption occurs due to issues unavoidable to TRN. Such a shutdown or temporary interruption, if possible, will be announced with a notice upon any end-user’s login to access the system or via email. Additionally, the Online Resources and the Services may be expanded, restricted, updated, or otherwise changed by Company at its sole discretion at any time.
Company agrees to provide to each end-user who successfully completes an online course a certificate of completion with the name of the course and the hours indicated on the certificate. Such certificate(s) will be available to end-users electronically on Company’s online system.
All content, features, and functionality available through TRN’s Services and Online Resources, including but not limited to design, artwork, hyperlinks, text, videos, calendars, software, images, technical drawings, blog posts, podcasts, audio, images, art, code, configurations, graphics, other files, and their selection and arrangement, are either the proprietary property of TRN, TRN’s affiliates, or TRN’s licensors and are protected by United States and international intellectual property and proprietary rights laws (the “Materials”). TRN reserves any and all rights to the Materials.
All registered and unregistered trademarks visible or accessible through the Services are trademarks of the Company or licensors and may not be copied, imitated, or used in whole or in part without the prior written permission of the Company, or its owners. All page headers, customer graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of ours or our affiliates and may not be copied, imitated, or used in whole or in part without prior written permission of Company.
End-Users certify that they own or otherwise have and will have the necessary rights and consents in and relating to any data they make accessible to Company, including any data regarding officers. End-User certifies that they will present, comply with, and enforce all appropriate disclosure, consent, and notice requirements at the point of collection of information, as applicable, so that, as accessed, received, and processed by TRN in accordance with these Terms & Conditions, the information does not and will not infringe, misappropriate, or otherwise violate any data, privacy, or any other rights of any third party (including agents, clients, buyers, and sellers) or violate any data protection laws.
TRN’S SERVICES AND ONLINE RESOURCES, AND THE INFORMATION ON OR AVAILABLE THROUGH THE SERVICES AND ONLINE RESOURCES, IS PROVIDED ON AN “AS IS” BASIS WITHOUT ANY REPRESENTATION, WARRANTIES, OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OR CONDITION OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, AND NON-INFRINGEMENT. TRN DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT END-USER’S USE OF THE SERVICES AND ONLINE RESOURCES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. TRN DOES NOT WARRANT THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR ONLINE RESOURCES WILL BE ACCURATE OR RELIABLE. END-USER AGREES THAT FROM TIME TO TIME COMPANY MAY REMOVE THE SERVICES FOR INDEFINITE PERIODS OF TIME OR CANCEL THEM AT ANY TIME WITHOUT NOTICE TO END-USER. TO THE FULLEST EXTENT PERMITTED BY LAW, TRN EXCLUDES ALL REPRESENTATIONS AND WARRANTIES RELATING TO THE SERVICES, ONLINE RESOURCES, OR RELATED CONTENT, FOR WHICH IS OR MAY BE PROVIDED BY ANY AFFILIATES OR ANY OTHER THIRD PARTY, INCLUDING IN RELATION TO ANY INACCURACIES OR OMISSIONS IN THE SERVICES, ONLINE RESOURCES, AND/OR TRN’S LITERATURE.
End-User agrees that under no circumstances, including but not limited to negligence, shall Company or any of the Company’s directors, officers, employees, shareholders, or agents be liable for any indirect, incidental, special, enhanced, exemplary, punitive, or consequential damages (including, but not limited to, personal injury or death of any law enforcement sworn officer while conducting his/her duty; procurement of substitute goods or services; loss of use; loss of business, loss of profits, business interruption, lost data; loss of business information; harm to reputation; damage to end-users’ phone, tablet, or computer, and software, systems, programs, and data thereon and similar damages, whether based in contract, tort, strict liability, or otherwise arising from End-User’s use of the Services or in any way related to the Services, including but not limited to use, inability to use, or malfunction of any of the Online Resources or Services or any part thereof, including without limitation damage to property and damages for bodily or personal injury. IN ANY EVENT, THE AGGREGATE LIABILITY OF COMPANY AND ITS AFFILIATES AND SERVICE PROVIDERS UNDER THESE TERMS & CONDITIONS SHALL NOT EXCEED FIVE HUNDRED DOLLARS ($500.00). The foregoing limitation of liability and exclusion of damages shall apply regardless of any remedies that would otherwise be available.
These Terms & Conditions are effective until terminated. Company may terminate this agreement at any time without notice to end-user and may deny end-user access to Company Services and Online Resources.
Upon termination, the Company shall have the right to immediately prevent all access to the Online Resources and end-users shall not take any steps to circumvent or assist any third party from taking any steps to circumvent, any mechanism put in place by TRN to prevent such access.
If End-User and TRN are unable to resolve the claims described in the Notice within thirty (30) days after the Notice is sent, End-User or TRN may initiate arbitration proceedings to be conducted by a single impartial arbitrator chosen from the American Arbitration Association (AAA)’s National Roster of Commercial Arbitrators by mutual agreement of the Parties (or by the AAA if the Parties cannot agree). There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages) and must follow the provisions of these Terms & Conditions as a court would. END-USER ACKNOWLEDGES THAT THEY ARE VOLUNTARILY AND KNOWINGLY FORFEITING THEIR RIGHT TO A TRIAL BY JURY AND TO OTHERWISE PROCEED IN A LAWSUIT IN STATE OR FEDERAL COURT.
The Federal Arbitration Act and federal arbitration law apply, and the AAA will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s rules.
The arbitration shall be held in the State of Texas or at another mutually agreed location. If the arbitration involves a consumer, the arbitration will be held at a location convenient to the consumer. If the value of the relief sought is $10,000 or less, End-User or TRN may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on End-User and TRN subject to the arbitrator’s discretion to require an in-person hearing if the circumstances warrant. Attendance at an in-person hearing may be made by telephone by End-User and TRN unless the arbitrator requires otherwise.
The arbitrator will decide the substance of all claims in accordance with the laws of the State of Texas, including recognized principles of equity, and will honor all claims of privilege recognized by applicable law. The arbitrator will also decide any questions relating to the interpretation, applicability, or enforceability of this arbitration clause, except where a party files a claim in court because it is an Exempt Claim (as defined below). If either party files an Exempt Claim, the court presiding over that claim will determine if the claim is an Exempt Claim under this Arbitration Clause. The arbitrator’s award shall be confidential, final, and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
Notwithstanding any provision in these Terms & Conditions to the contrary, End-User and TRN agree that if TRN makes any change to this Section (other than a change to any notice address or website link provided herein) in the future, that change shall not apply to any claim that was filed in a proceeding against TRN prior to the effective date of the change. Moreover, if TRN seeks to terminate this Section, any such termination shall not be effective until thirty (30) days after the version of the Terms & Conditions containing this Section is posted to the websites and shall not be effective as to any claim that was filed in a proceeding against TRN prior to the effective date of termination.
CLASS ACTION WAIVER: END-USER AND TRN AGREE THAT DISPUTES BETWEEN END-USER AND TRN WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND END-USER WAIVES THEIR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial.
EXEMPT CLAIMS: End-User and TRN agree that the following two types of claims are not required to be submitted to an arbitration subject to the following conditions:
OPT OUT: End-User may opt-out of this mandatory arbitration provision by writing TRN within sixty (60) calendar days of your agreement to this arbitration provision by mail to P.O. Box 5520, Hanover, NH 03755. Include your name, address, and date in the correspondence. This is the only way End-Users can opt-out.
To the extent permitted by law, and without limiting the effect of any disclaimer contained herein, any cause of action or claim End-User may have with respect to their use of the Services, including, without limitation, any website or mobile application or other Services-related product, services, or other content must be commenced within one (1) year after the claim or cause of action arises. This section applies to End-User and End-User’s heirs, successors, and assigns.
In addition to those provisions listed in whole above by their nature the following sections are intended to survive any termination or expiration of this Agreement, or any license granted to any Institution(s)/Individual(s)/Subscriber(s) hereunder, Sections shall be 4, 7, 8, 10,11 and 12.
This Agreement will be governed by and construed according to the laws of the State of New Hampshire. The parties hereto consent that the jurisdiction and venue over all matters relating hereto shall be vested in the State of New Hampshire local and state courts with proper jurisdiction.
This Agreement, including all Exhibits to this Agreement, which are incorporated by this reference, represents the entire agreement between the parties relating to the subject matter hereof and supersedes all prior representations, discussions, negotiations, promises, and agreements, whether written or oral.
If any provision of this Agreement is or becomes or is deemed invalid, illegal, or unenforceable under any applicable laws or regulations, it shall be stricken, and the remainder of this Agreement shall remain in full force and effect.
All notices, reports, requests, approvals, and other communications to TRN required or permitted under this Agreement must be in writing to the following address: