ROADMAP TERMS OF USE

Roadmap LLC ("Roadmap", "we", "us", or "our") welcomes you. We invite you to access and use our Website as well as our Services, which are made available to you through the Platform.

Capitalized terms not defined in these Terms of Use shall have the meaning set forth in our Privacy Policy.

We provide our Services to Visitors and Users subject to the following Terms of Use, which may be updated by us from time to time without notice to you.  By browsing the public areas or by accessing and using the Services, you acknowledge that you have read, understood, and agree to be legally bound by these Terms of Use and our Privacy Policy, which is hereby incorporated by reference (collectively, this “Agreement”).  If you do not agree to any of these terms, then please do not use the Services. 

THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER.  THEY AFFECT YOUR LEGAL RIGHTS.  PLEASE READ THEM.

  1. DESCRIPTION AND USE OF SERVICES

We provide Visitors and Users with access to the Services as described below. 

Visitors.  Visitors, as the term implies, are people who don’t register with us, but want to visit the Website and see what the Services are all about.  No login is required for Visitors.  Visitors can: (a) view all publicly-available content; and (b) e-mail us.

Users.  Registration and login is required for all Users, who can do all the things that Visitors can do, and: (a) create, access, manage, and update their own personal account; (b) view all content management and learning management systems available on the Platform; (c) execute Transactions; (d) in certain cases, post and upload user content to the Platform (“User Content”); (e) sign up for our various programs; and (f) sign up for alerts and other notifications.

Roadmap is under no obligation to accept any individual as a User, and may accept or reject any registration in its sole and complete discretion.  In addition, Roadmap may deactivate any account at any time, including, without limitation, if it determines that a User has violated these Terms of Use.

  1. COMMUNITY GUIDELINES

Roadmap’s community, like any community, functions best when its users follow a few simple rules.  By accessing and/or using the Services, you agree to comply with these community guidelines (the “Community Guidelines”) and that: 

  • You will comply with all applicable laws in your use of the Services and the Platform and will not use the Services for any unlawful purpose;
  • You will not upload, post, e-mail, transmit, or otherwise make available any content that:
    • infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity; or
    • is defamatory, libelous, indecent, obscene, pornographic, sexually explicit, invasive of another’s privacy, promotes violence, or contains hate speech (i.e., speech that attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and/or sexual orientation/gender identity; or
    • discloses any sensitive information about another person, including that person’s e-mail address, postal address, phone number, credit card information, or any similar information.
  • You will not “stalk,” threaten, or otherwise harass another person;
  • Users will not spam or use the Services to engage in any commercial activities, including, without limitation, raising money; advertising or promoting a product, service, website, or company; or engaging in any pyramid or other multi-tiered marketing scheme;
  • You will not access or use the Services to collect any market research for a competing business;
  • You will not solicit login information or access an account belonging to someone else;
  • You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
  • You will not interfere with or attempt to interrupt the proper operation of the Services through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Services through hacking, password or data mining, or any other means;
  • You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features (e.g., report abuse button) on the Services;   
  • You will not use any robot, spider, scraper, or other automated means to access the Platform for any purpose without our express written permission; providedhowever, we grant the operators of public search engines permission to use spiders to copy materials from the Platform for the sole purpose of and solely to the extent necessary for creating publicly-available searchable indices of the materials, but not caches or archives of such materials;
  • You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure; and
  • You will let us know about inappropriate content you become aware of.  If you find something that violates our Community Guidelines, please let us know, and we’ll review it.

We reserve the right, in our sole and absolute discretion, to deny you access to the Services, or any portion of the Services, without notice, and to remove any content that does not adhere to these Community Guidelines.

  1. RESTRICTIONS

The Services are only available for individuals aged 13 years or older.  If you are 13 or older, but under the age of majority in your jurisdiction, you should review this Agreement with your parent or guardian to make sure that you and your parent or guardian understand it. 

  1. FEES; PAYMENT

Visitors may view the publicly-available areas of the Website free of charge. Users will be charged a subscription fee (the “Fee”) as set forth on our Fees Page [insert hyperlink] in exchange for access to the Platform and the Services.

Users agree that Roadmap [or our third-party payment processor] may immediately authorize your credit card (or other approved facility) for payment for any charges incurred under your Password (as defined below) in connection with any Transaction. You warrant and represent that you are the valid owner or an authorized user of the credit card (or other approved facility) you provide to Roadmap [or our third-party payment processor], and that all credit information is accurate. We reserve the right to change any of the fees that we charge, or to institute new or additional fees, at any time upon notice to you. 

As set forth more fully in Section 5 below, you must keep your Password strictly confidential.  You are fully responsible for all activities that occur under your Password, and you agree to be personally liable for all charges incurred under your Password.  Your liability for such charges shall continue after termination of this Agreement.

If you have a question about any Roadmap charge on your credit card statement, please follow the instructions found on the Website to contact customer service.

  1. SIGN-IN NAME; PASSWORD; UNIQUE IDENTIFIERS

[If a User does not log in to the Services using a third-party login provider (e.g., Facebook),] such User will be prompted to create an account, which includes a sign-in name (“Sign-In Name”), a password (“Password”), and perhaps certain additional information that will assist in authenticating the person’s identity when he or she logs-in in the future (“Unique Identifiers”).  When creating your account, you must provide true, accurate, current, and complete information.  Each Sign-In Name and corresponding Password can be used by only one User.  You are solely responsible for the confidentiality and use of your Sign-In Name, Password, and Unique Identifiers, as well as for any use, misuse, or communications entered through the Services using one or more of them.  You will promptly inform us of any need to deactivate a Password or Sign-In Name, or change any Unique Identifier.  We reserve the right to delete or change your Password, Sign-In Name, or Unique Identifier at any time and for any reason and shall have no liability to you for any loss or damage caused by such action.  Roadmap will not be liable for any loss or damage caused by any unauthorized use of your account.

  1. INTELLECTUAL PROPERTY

The Website and the Services contain material, such as a content management tool, learning management system, articles, courses, tests, software, text, graphics, images, sound recordings, audiovisual works, and other material provided by or on behalf of Roadmap (collectively referred to as the “Content”).  The Content may be owned by us or third parties.  The Content is protected under both United States and foreign laws.  Unauthorized use of the Content may violate copyright, trademark, and other laws.  You have no rights in or to the Content (other than your own User Content), and you will not use the Content except as permitted under this Agreement and the functionality of the Platform.  No other use is permitted without prior written consent from us.  You must retain all copyright and other proprietary notices contained in the original Content.  You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose.  The use or posting of the Content on any other website or in a networked computer environment for any purpose is expressly prohibited.

If you violate any part of this Agreement, your permission to access and/or use the Content and the Services automatically terminates and you must immediately destroy any copies you have made of the Content.

The trademarks, service marks, and logos of Roadmap (the “Roadmap Trademarks”) used and displayed on the Services are registered and unregistered trademarks or service marks of Roadmap.  Other company, product, and service names located on the Services may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with the Roadmap Trademarks, the “Trademarks”).  Nothing on the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use.  Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing.  All goodwill generated from the use of Roadmap Trademarks inures to our benefit.

Elements of the Website and the Services are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to the use of framing or mirrors.  None of the Content may be retransmitted without our express, written consent for each and every instance.

  1. USER CONTENT; LICENSES

As noted above, the Services provide Users the ability to post and upload User Content.  You expressly acknowledge and agree that once you submit your User Content for inclusion into the Services, it will be accessible by others, and that there is no confidentiality or privacy with respect to such User Content, including any personally identifiable information that you post as User Content.  Please refer to our Privacy Policy with regard to how we handle your Personal Information that is not posted or uploaded to the shared portions of the Platform.  YOU, AND NOT ROADMAP, ARE ENTIRELY RESPONSIBLE FOR ALL YOUR USER CONTENT THAT YOU UPLOAD, POST, E-MAIL, OR OTHERWISE TRANSMIT VIA THE SERVICES AND YOU WILL INDEMNIFY US IN RESPECT OF ANY LOSS, LIABILITY, CLAIM OR DAMAGE SUFFERED OR INCURRED BY US IN CONNECTION WITH YOUR USER CONTENT.

You retain all copyrights and other intellectual property rights in and to your own User Content.  You do, however, hereby grant us and our sublicensees a non-exclusive, perpetual, royalty-free, freely sublicensable license to modify, compile, combine with other content, copy, record, synchronize, transmit, translate, format, distribute, publicly display, publicly perform, and otherwise use or exploit (including for profit) your User Content and all intellectual property and moral rights therein via the Platform throughout the universe, in each case, by or in any means, methods, media, or technology now known or hereafter devised.  You also grant us and our sublicensees the right, but not the obligation, to use your User Content, your Sign-In Name, name, likeness, and photograph in connection with any use of the related User Content permitted by the previous sentence and/or to advertise and promote the Services and/or Roadmap.  Without limiting the foregoing, you acknowledge and agree that uses of your User Content, Sign-In Name, name, likeness, and photograph permitted by the foregoing rights and licenses may include their display adjacent to advertising and other material or content, including for profit.

If you submit User Content to us, each such submission constitutes a representation and warranty to Roadmap that such User Content is your original creation (or that you otherwise have the right to provide the User Content), that you have the rights necessary to grant the license to the User Content under the prior paragraph and that it and its use by Roadmap and its content partners as permitted by this Agreement does not and will not infringe or misappropriate the intellectual property or moral rights of any person or contain any libelous, defamatory, or obscene material or content that violates our Community Guidelines.

We cannot and do not review User Content, but we may remove any User Content that does not adhere to our Community Guidelines, or that is offensive or otherwise unacceptable to us in our sole discretion.

  1. COMMUNICATIONS WITH US

Although we encourage you to communicate with us, we do not want you to, and you should not, e-mail us any content that contains confidential information.  With respect to all e-mails and communications you send to us, including, but not limited to, feedback, questions, comments, suggestions, and the like, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including but not limited to, the development, production, and marketing of products and services that incorporate such information without compensation to you.

  1. NO WARRANTIES; LIMITATION OF LIABILITY

WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENTS OF THE WEBSITE OR THE SERVICES, INCLUDING, WITHOUT LIMITATION, THE CONTENT OR THE USER CONTENT.  WE SHALL NOT BE SUBJECT TO LIABILITY FOR ANY DELAYS OR INTERRUPTIONS OF THE SERVICES FROM WHATEVER CAUSE.  YOU AGREE THAT YOU USE THE SERVICES, THE WEBSITE, THE PLATFORM, THE CONTENT, AND THE USER CONTENT AT YOUR OWN RISK.   

WE DO NOT WARRANT THAT THE WEBSITE, THE PLATFORM OR THE SERVICES WILL OPERATE ERROR-FREE OR THAT THE WEBSITE, THE PLATFORM, THE SERVICES, THEIR SERVERS, THE CONTENT, OR THE USER CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES.  IF YOUR USE OF THE WEBSITE, THE PLATFORM, THE SERVICES, THE CONTENT, OR THE USER CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, WE SHALL NOT BE RESPONSIBLE FOR THOSE COSTS.

THE WEBSITE, THE PLATFORM, THE SERVICES, THE CONTENT, AND THE USER CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, WE DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, IN NO EVENT SHALL WE BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE, INABILITY TO USE, DISCLOSURE, DISPLAY, OR MAINTENANCE OF THE WEBSITE, THE PLATFORM, THE SERVICES, THE CONTENT, OR THE USER CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

ALL PRODUCTS AND SERVICES, PRICING, SPECIFICATIONS, AND OFFERINGS ARE SUBJECT TO CHANGE WITHOUT NOTICE.  THE SERVICES MAY CONTAIN INFORMATION ON THE PRODUCTS AND SERVICES THAT MAY NOT BE AVAILABLE IN EVERY LOCATION.  A REFERENCE TO A PRODUCT OR SERVICE ON THE SERVICES DOES NOT IMPLY THAT SUCH PRODUCT OR SERVICE IS OR WILL BE AVAILABLE IN YOUR LOCATION.  THE WEBSITE AND THE SERVICES MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS.  WE ARE NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL, TECHNICAL, OR PRICING ERRORS LISTED ON THE SERVICES OR THE WEBSITE.

  1. EXTERNAL SITES

The Services may contain links to third-party websites (“External Sites”).  These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites.  The content of such External Sites is developed and provided by others.  You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites.  We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites.  You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs.  If you decide to access linked External Sites, you do so at your own risk.

  1. REPRESENTATIONS; WARRANTIES; AND INDEMNIFICATION

(a)       You hereby represent, warrant, and covenant that:

  • You own or have the necessary licenses, rights, consents, and permissions to all trademark, trade secret, copyright, or other proprietary, privacy, and publicity rights in and to your User Content and any other works that you incorporate into your User Content, and all the rights necessary to grant the licenses and permissions you grant hereunder;
  • Use of your User Content in the manners contemplated in this Agreement shall not violate or misappropriate the intellectual property, privacy, publicity, contractual, or other rights of any third party; and
  • You shall not submit to the Services any User Content that violates our Community Guidelines set forth above or any other term of this Agreement.

(b)       You agree to defend, indemnify, and hold us and our officers, directors, employees, agents, successors, licensees, and assigns harmless from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from: (i) your breach of this Agreement; (ii) your access to, use or misuse of the Content, the User Content, the Website, the Platform, or the Services, and (iii) your violation of any third-party right, including without limitation any copyright, trademark, property, moral, publicity, or privacy right.  We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding.  We reserve the right to assume the exclusive defense and control of any matter that is subject to indemnification under this section.  In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.

  1. COMPLIANCE WITH APPLICABLE LAWS

The Website, the Platform and the Services are based in the United States.  We make no claims concerning whether the Content and/or the User Content may be downloaded, viewed, or be appropriate for use outside of the United States.  If you access the Website, the Platform, the Services, the Content, or the User Content from outside of the United States, you do so at your own risk.  Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

  1. TERMINATION OF THE AGREEMENT

We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Services and/or the Platform, at any time and for any reason without prior notice or liability.  We reserve the right to change, suspend, or discontinue all or any part of the Services and/or the Platform at any time without prior notice or liability.

  1. DIGITAL MILLENNIUM COPYRIGHT ACT

Roadmap respects the intellectual property rights of others and attempts to comply with all relevant laws. We will review all claims of copyright infringement received and remove any Content or User Content deemed to have been posted or distributed in violation of any such laws.

Our designated agent under the Digital Millennium Copyright Act (the “Act”) for the receipt of any Notification of Claimed Infringement which may be given under that Act is as follows:

Roadmap, Inc.

 

If you believe that your work has been copied on the Services in a way that constitutes copyright infringement, please provide our agent with notice in accordance with the requirements of the Act, including (i) a description of the copyrighted work that has been infringed and the specific location on the Services where such work is located; (ii) a description of the location of the original or an authorized copy of the copyrighted work; (iii) your address, telephone number and e-mail address; (iv) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.

  1. BINDING ARBITRATION

In the event of a dispute arising under or relating to this Agreement, the Website, the Platform, the Services, or any other products or services provided by us (each, a “Dispute”), either party may elect to finally and exclusively resolve the dispute by binding arbitration governed by the Federal Arbitration Act (“FAA”).  Any election to arbitrate, at any time, shall be final and binding on the other party. IF EITHER PARTY CHOOSES ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL. DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION.  All disputes will be resolved before a neutral arbitrator, whose decision will be final except for a limited right of appeal under the FAA.  Any court in the Commonwealth of Pennsylvania may enforce the arbitrator’s award.  The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the Commonwealth of Pennsylvania.  The parties may litigate in court to compel arbitration, to stay proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.  In addition, Roadmap may litigate in court to seek injunctive relief.

  1. CLASS ACTION WAIVER

You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

  1. MISCELLANEOUS

This Agreement is governed by the internal substantive laws of the Commonwealth of Pennsylvania, without respect to its conflict of laws provisions.  If any provision of this Agreement is found to be invalid by any court having competent jurisdiction or terminated in accordance with the Termination provision above, the invalidity or termination of such provision shall not affect the validity of the following provisions of this Agreement, which shall remain in full force and effect:  “Payment,” “Intellectual Property,” “User Content; Licenses,” “Communications with Us,” “No Warranties; Limitation of Liability,” “Representations; Warranties; and Indemnification,” “Termination of the Agreement,” “Binding Arbitration,” “Class Action Waiver,” and “Miscellaneous.” 

Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement.  No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance.  Except as expressly agreed by us and you in writing, this Agreement constitutes the entire Agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter.  The section headings are provided merely for convenience and shall not be given any legal import.  This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees