ACCEPTANCE OF TERMS

Please read these terms and conditions carefully before using the BROOKES AEPS TRAINING LEARNING MANAGEMENT SYSTEM at aepstraining.com (“LMS”), which is owned and operated by Paul H. Brookes Publishing Co., Inc. (“Brookes”). By accessing and using this LMS in any way, you indicate that you agree to, and are bound by, the terms and conditions of use set forth in this document. If you do not so agree, you may not use this LMS.

Brookes may, from time to time, change, amend, modify, or update the Terms of Use without notice to you and at its sole discretion. Any revised Terms of Use will be considered effective from the date that it is posted on this LMS. Your continued access or use of the LMS constitutes acceptance of the changes by you. It is your responsibility to regularly check the most current Terms of Use, which are accessible from the home page of aepstraining.com.

These Terms of Use and the Privacy Policy for the LMS are applicable to all aspects of the LMS and are also associated with each End User License Agreement (“EULA”) that purchasers and users must read and agree to before using any of the purchasable training option (“Training”) options on the LMS. The EULA for individual Trainings will be provided to you when you purchase that Training or are granted access by an entity purchasing access on your behalf.

INTELLECTUAL PROPERTY

Brookes may make available on this LMS a variety of professional development experiences, including courses, certifications, webinars, resources, and other offerings that are the proprietary property of Brookes.

The text, pictures, sound, graphics, logos, marks, symbols, software, and tools used in conjunction with, or otherwise made available through, the LMS by Brookes Publishing Co. (the "Content") and all copyrights, trademarks, patents, service marks, trade secrets, know-how, database rights, and all other rights relating to such Content (the "Intellectual Property") are owned by Brookes Publishing Co., its affiliates, or third parties who have given Brookes Publishing Co. the right to use them, unless otherwise indicated in writing on this LMS. You retain ownership and maintain control only of information or data you input or generate in the LMS. You may only use the Content and Intellectual Property as expressly permitted in these Terms of Use and the EULA for an individual Training.

Unless otherwise indicated, this LMS and the Content contained herein are the sole and exclusive property of Brookes Publishing Co. and are protected by United States and international copyright laws. All trademarks and service marks identified as the property of Brookes may not be used without the prior written consent of Brookes.

Permission for Limited Use

When permitted by LMS or Training functionality, you may download or print the Content for your non-commercial use for personal and/or educational purposes only, provided that you keep intact all copyright and other proprietary notices. You may not otherwise modify, adapt, de-compile, reverse assemble, reverse compile, disable, deface, or adversely affect the Content; rent, lease, assign, or attempt to license the Content or allow other persons or entities to use it; or create derivative works based on any part of this LMS and/or its Content unless permitted by written agreement with Brookes or except as expressly allowed by these Terms of Use or the EULA for a specific Training.

Relationship to Other Intellectual Property

Information accessed through links made at aepstraining.com to other web sites is the sole property of its respective owners, and you must observe copyright and other restrictions imposed by those other sites. No affiliation with, endorsement of, or sponsorship by Brookes Publishing Co. should be inferred. You may not use the LMS in any manner that infringes the rights of any person or entity.

ACCESS LIMITATIONS

Access to some sections of this LMS is restricted to users who have purchased access or been granted access by an entity purchasing on their behalf (“Users”) and is granted through a nonexclusive, nontransferable, revocable license on a purchase or subscription basis in accordance with the terms and conditions set forth in the EULA for the specific Training, the LMS Terms of Use, and the LMS Privacy Policy. Users gain access to restricted sections of the LMS through the use of user names and passwords, which are personal to the User and may not be shared with or transferred to any other party. User names and passwords must be kept confidential.

Additional access restrictions may apply based on the user roles and access rights assigned by the Account Holder, or Supervisor at your organization. Attempting to access, or provide access, to restricted areas without authorization is prohibited.

USE OF LMS AND TRAINING OPTIONS

You may use the LMS to browse the open pages with descriptions of the Trainings offered and to view the resources provided as free support to visitors to the LMS.

You may use the purchasable Training in the LMS only after you have purchased access as an individual User or after you have received an Access Code because an organization or entity has purchased access on your behalf. Your access in the latter case will be provided by an Account Holder or Supervisor responsible for your participation as a User. (Definitions of Account Holder and Supervisor are provided as appropriate in individual Training EULAs.) You may not provide access to the Content or Training to, or utilize the Training on behalf of, any third parties. Ownership of the LMS, Content, and Training remains the exclusive property of Brookes.

You agree to use the LMS only to access, download, utilize, post, send, or receive Training or Content in an appropriate manner as related to the particular Training or Content being accessed or used by you. As some examples of improper activities when accessing or using the LMS, Content, or Training, you agree that you shall not:

  • Collect, harvest, mine, or engage in any other activity to obtain email addresses, phone numbers, personal information, or any other information about others other than as expressly permitted by this Agreement or an individual EULA.
  • Use or attempt to gain access to or use another's LMS Account, password, input data, or computer systems or networks connected to any Brookes server or to the LMS without authorization from Brookes, whether through hacking, password mining, or any other means.
  • Remove Content or falsely add to any uploaded content any copyright, trademark, or other legal or proprietary notices, author attributions, or other information such as origin or source of content.
  • Access or attempt to access any Content or Training that you are not authorized to access through any means not expressly made available through the LMS or individual EULAs.
  • Disrupt or interfere with the security of, or otherwise cause harm to, the LMS or any Content, Training, systems, resources, accounts, passwords, servers, or networks connected to or accessible through the LMS or any linked sites.
  • Create a false identity for the purpose of misleading others.
  • Breach any guidelines or other codes of conduct applicable to a particular Training option or Content.
Charges

You shall pay all costs and charges you incur through your access or use of purchasable Training. The fees for the Training ordered by you shall be Brookes's current prices as they may be adjusted and published from time to time. Charges for certain services as well as for customized services may be in addition to the charge for the purchase of the Training access. In addition to the charge for Training, Brookes will bill you for all applicable taxes imposed on the purchase.

Brookes expressly reserves the right to adjust the LMS and Training and may from time to time add, modify, and/or withdraw Content or Training. Prices are subject to change.

Brookes reserves the right to impose a late fee of not greater than 1.5% per month for amounts due outstanding. If Brookes does not receive full payment as set forth within the billing information, your access to the purchasable Training and to any information or data you have input will be discontinued until such time as the payment is received.

MESSAGING SYSTEM

In certain Trainings, Supervisors (as defined in individual EULAs) may have the option to post messages, make requests, and ask questions of Users (“Submitted Materials”) within the LMS Account of their purchasing organizations. You are solely responsible for any information you post or submit via the LMS’s messaging system and agree when posting or submitting such material that you will not:

  • Infringe upon other Users' rights or privacy
  • Infringe upon any statutory copyright, common-law literary right, or proprietary right of any third party
  • Submit any materials or links that are scandalous, libelous, defamatory, false, obscene, violent, abusive, threatening, harassing, prejudicial, or in violation of the law or the LMS's guidelines
  • Submit any confidential information or trade secrets owned by you or any other party
  • Submit any content, trademarks, or logos for which you do not own the rights or for which you do not have explicit authorization from the owner
  • Submit any content for commercial purposes or advertise or sell any goods or services
  • Distribute chain letters, surveys, or contests
  • Engage in, promote, or discuss illegal activity
  • Post or submit any materials that may damage the operation of the LMS or of a computer

Brookes does not prescreen Submitted Materials or guarantee their accuracy, integrity, or quality; however, we reserve the right to remove any Submitted Materials from the LMS for any reason without notice and in our sole discretion. Brookes may delete Submitted Materials that are deemed inappropriate or offensive.

LINKS TO THIRD-PARTY WEB SITES

The LMS or individual Training may include links to other third-party web sites outside of the LMS ("Linked Sites") operated by individuals or entities that are not affiliated with Brookes. The Linked Sites are provided as a convenience to LMS Users, and the inclusion of such Linked Sites does not imply any endorsement by Brookes of any Linked Site. Brookes does not review, screen, or have responsibility for any content, products, or services that appear or are made available through any Linked Site. You assume full responsibility for your use of the Linked Sites and will not hold Brookes liable for any direct or indirect damages or losses caused by your use of such Linked Sites.

PRIVACY

Information on how Brookes protects the privacy of its LMS Users and of any personally identifiable information you provide through the LMS is governed by our Privacy Policy, which can be found via a link from the home page of aepstraining.com.

DOWNTIME

Brookes contracts with a Tier 1 managed host and will make best efforts to ensure that unscheduled downtime is minimal. From time to time, Brookes will schedule downtime to make updates and/or repair the LMS. Scheduled downtime will typically occur between 8:00 p.m. and 12:00 a.m. Eastern Time on Thursdays but may occur at other times. Brookes will notify Users in advance of scheduled downtime.

It is impossible to ensure that the LMS will operate with no unscheduled interruptions, or that data loss or unauthorized use will never occur. You should retain backup copies of all data that you input into the LMS.

LIMITATION OF WARRANTIES

YOUR USE OF THE LMS IS AT YOUR SOLE RISK. THIS LMS, CONTENT, AND TRAININGS ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. BROOKES DOES NOT WARRANT THAT THE LMS, CONTENT, OR TRAININGS WILL MEET YOUR REQUIREMENTS, BE ACCURATE, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. BROOKES SHALL NOT BE RESPONSIBLE FOR ANY DAMAGE OR LOSS OF ANY KIND ARISING OUT OF OR RELATING TO YOUR USE OF THE LMS, INCLUDING, WITHOUT LIMITATION, DATA LOSS OR CORRUPTION, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED IN TORT, CONTRACT, OR OTHERWISE.

LIQUIDATED DAMAGES FOR LOSS OF DATA

If data furnished by you are lost, destroyed or impaired ("Loss"), then Brookes's liability and your sole remedy, if any, shall be that Brookes will, to the extent reasonably possible, restore your data from Brookes archives after receiving written notice of said Loss if Brookes is notified within thirty (30) days of the Loss.

While Brookes makes best efforts to protect your data and privacy, you are ultimately responsible for your own input and data. You should conduct regular backups and exports of data and are solely responsible for any misuses of data resulting from your own errors and omissions independent of the LMS.

LIMITATION OF LIABILITY

IN NO EVENT SHALL BROOKES, OR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THE LMS AND ITS CONTENT OR TRAINING BE LIABLE FOR ANY SPECIAL, PUNITIVE, DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR LOSSES OF ANY KIND, SUCH AS BUT NOT LIMITED TO THOSE RESULTING FROM LOSS OF USE, DATA, PROFITS, OR BENEFITS WHETHER OR NOT FORESEEABLE OR IF BROOKES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, AND ON ANY THEORY OF LIABILITY, INCLUDING BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR OTHER TORTIOUS ACTION, OR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH: (i) ANY ERRORS IN, OR OMISSIONS FROM, THE LMS; (ii) ANY THIRD-PARTY WEB SITES OR CONTENT DIRECTLY OR INDIRECTLY ACCESSED THROUGH LINKS FROM THE LMS; (iii) THE UNAVAILABILITY OF THE LMS OR ANY PORTION THEREOF; (iv) YOUR USE OF, OR INABILITY TO USE, THE LMS; (v) YOUR USE OF ANY EQUIPMENT OR SOFTWARE IN CONNECTION WITH THE LMS; OR (vi) ANY COMPUTER VIRUSES, WORMS, "TROJAN HORSES," OR ANY OTHER TYPE OF DESTRUCTIVE OR MALICIOUS COMPUTER CODE (BY WHATEVER NAME IT IS CALLED), OR ANY UNAUTHORIZED COMPUTER CODE THAT IS ATTACHED TO, OR MADE A PART OF, THE LMS BY ANY PERSON, GROUP, OR ORGANIZATION.

THIS LMS, CONTENT, AND TRAININGS MAY INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES, OR TYPOGRAPHICAL ERRORS. BROOKES MAY MAKE CHANGES TO THE LMS, CONTENT, OR TRAININGS AT ANY TIME IN ITS SOLE DISCRETION AND WITHOUT NOTICE. ALTHOUGH BROOKES PUBLISHING CO. WILL MAKE EVERY EFFORT TO UPDATE THE LMS AS APPROPRIATE, SOME OF THE LMS'S CONTENT AND TRAINING OPTIONS MAY BE OUT OF DATE. BROOKES SHALL NOT BE RESPONSIBLE FOR ANY DAMAGE OR LOSS OF ANY KIND, ARISING OUT OF OR RELATING TO YOUR USE OF THE LMS, INCLUDING, WITHOUT LIMITATION, DATA LOSS OR CORRUPTION, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED IN TORT, CONTRACT, OR OTHERWISE.

INDEMNIFICATION

You agree to indemnify and hold harmless Brookes and its officers, agents, employees, licensors, and service providers from any and all claims, liabilities, and expenses, including, without limitation, attorneys' fees and other legal expenses, whether tort, contract, or otherwise, relating to or arising out of: (i) any material or information that you may post or transmit on or through the LMS; (ii) your access to or use of the LMS, Content, or Trainings (including any use by your employees, contractors, or agents and all uses of your LMS Account numbers, user names, and passwords, whether or not actually or expressly authorized by you, in connection with the LMS, Content, or Trainings); (iii) your connection to the LMS, Content, or Trainings; (iv) your access to or use of Linked Sites and your connection thereto; or (v) any breach by you of these Terms of Use or applicable law or your violation of any rights of Brookes or a third party.

TERMINATION

To terminate LMS Account(s) and/or access to specific Trainings, contact Brookes by submitting a Help Desk ticket through the Contact Form. You may export certain information, such as copies of any certification certificates you have earned.

Brookes reserves the right to terminate your access to and use of this LMS at any time and without notice. We will terminate your right to use the LMS if you violate any of these Terms of Use or any other policy posted on the LMS, if you use this LMS for fraudulent purposes, or if we become aware that you are infringing any copyright or other intellectual property right.

GENERAL

These Terms of Use, and other rules, guidelines, licenses, and disclaimers posted via the LMS or in connection with the Content and Trainings, including but not limited to the Privacy Policy for the LMS and individual EULAs, constitute the entire agreement between Brookes and you with respect to your access to or use of the LMS, Content, and Training and supersede any prior agreements between you and Brookes on such subject matter (including any prior versions of the Terms of Use). Notwithstanding the foregoing, to the extent that any terms set forth in the Terms of Use expressly contradict any terms of a written agreement between you and Brookes regarding the use of specific Content or Training (including service-specific terms of use) ("Executed Agreement"), such contradictory terms set forth in the Executed Agreement will prevail over any conflicting provisions of these Terms of Use. In the event of any discrepancies between these Terms of Use and an individual EULA for a particular Training, the EULA will prevail. You may not assign or otherwise transfer the Terms of Use or any right granted hereunder without Brookes's prior written consent.

Headings and captions of the sections in these Terms of Use are for reference purposes only and will not be used to interpret or construe these Terms of Use. If for any reason a court of competent jurisdiction finds any provision of these Terms of Use to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible so as to effect the intent of the parties as reflected by that provision, and the remainder of the Terms of Use shall continue in full force and effect. Any failure by Brookes to enforce or exercise any provision of the Terms of Use or related right shall not constitute a waiver of that right or provision.

Notwithstanding any other provision of these Terms of Use or any general legal principles to the contrary, any provision of these Terms of Use that imposes or contemplates continuing rights or obligations on you or Brookes will survive the expiration or termination of these Terms of Use, including, without limitation, the indemnification and limitation of liability provisions.

GOVERNING LAW AND JURISDICTION

These Terms of Use and the rights and obligations of the parties hereto shall be governed by and construed in accordance with the laws of the state of Maryland, U.S.A., without regard to its principles of conflicts of law. You agree that any action to enforce these Terms of Use will be brought in the state and federal courts located in the state of Maryland. You further agree to submit to the personal jurisdiction and venue of these courts for the purpose of any proceeding arising out of these Terms of Use and waive any objections and defenses inconsistent with such venue.