TERMS OF USE:

These Terms of Use (“Terms”) govern your access to and use of the Platform, the Offerings, the Website, and any Materials, each as defined below (collectively, our “Services”) provided by Strategic Technology Consulting, LLC (“STC”, “we” or “us”). 

PLEASE READ THESE TERMS CAREFULLY, INCLUDING THE MANDATORY ARBITRATION PROVISION IN SECTION 15, WHICH REQUIRES THAT DISPUTES BE RESOLVED BY FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS, NOT A CLASS-WIDE OR CONSOLIDATED BASIS. IF YOU DO NOT WISH TO BE SUBJECT TO ARBITRATION, YOU MAY OPT OUT OF THE ARBITRATION PROVISION BY FOLLOWING THE INSTRUCTIONS PROVIDED IN SECTION 15. 

By accessing or using our Services, you agree to comply with these Terms and all terms incorporated by reference. If you do not agree to these Terms in their entirety, do not use our Services.

Definitions


1. Eligibility and Access

You must be at least 18 years of age to use our Services. If you are under 18 years of age (or the age of legal majority where you live), you may use our Services only under the supervision of a parent or legal guardian who agrees to be bound by these Terms. If you are a parent or legal guardian of a user under the age of 18 (or the age of legal majority), you agree to be fully responsible for the acts or omissions of such user in relation to our Services. If you use our Services on behalf of another person or entity: (a) all references to “you” throughout these Terms will include that person or entity; (b) you represent that you are authorized to accept these Terms on that person’s or entity’s behalf; and (c) in the event you or the person or entity violates these Terms, the person or entity agrees to be responsible to us.

You may not use the Services if you are located in, or a citizen or resident of any state, country, territory or other jurisdiction that is embargoed by the United States or where your use of the Services would be illegal or otherwise violate any applicable law. You represent and warrant that you are not a citizen or resident of any such jurisdiction and that you will not use any Services while located in any such jurisdiction. You also may not use the Services if you are located in, or a citizen or resident of, any other jurisdiction where we have determined, at our discretion, to prohibit use of the Services, including the jurisdictions listed on Appendix A (attached to these Terms). We may implement controls to restrict access to the Services from any such jurisdiction. You will comply with this paragraph even if our methods to prevent use of the Services are not effective or can be bypassed.

You will need to register for an account to access some or all of our Services. If you register for an account, you agree to provide accurate and complete account information and to update this information as needed. You are responsible for maintaining the confidentiality of your account credentials. Unauthorized use of your account must be reported immediately to [email protected]. STC reserves the right to deny or terminate access to the Services at any time, for any reason, or for no reason, at its sole discretion, without prior notice or explanation. We reserve the right to reclaim usernames, including on behalf of businesses or individuals that hold legal claim, including trademark rights, in those usernames.

2. Acceptable Use

You must not violate any applicable law, contract, intellectual property right or other third-party right or commit a tort, and you are solely responsible for your conduct, while using our Services. In addition, you must not do any of the following: 

Enforcement of this Section 2 is solely at our discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances. In addition, this Section 2 does not create any private right of action on the part of any third party or any reasonable expectation that the Services will not contain any content that is prohibited by such rules.

3. Course Content and Certifications

The Materials are provided “as is” and “as available” and may be modified, discontinued, or updated at STC’s sole discretion from time to time, without prior notice to you. Completion of a course on the Platform does not guarantee certification, academic credit, or professional accreditation. STC is not responsible for the recognition of any certificates by third parties.

4. Payments

You will pay STC the then applicable fees for the Services in accordance with the terms of this Section 4 (the “Fees”). Unless otherwise agreed by the parties in writing, STC will invoice you for the Fees prior to your enrollment in a course on the Platform and you will pay all such amounts at the time of enrollment. If you believe that STC has invoiced you incorrectly, you must not enroll in the course and contact STC at [email protected] to receive an adjustment or credit.

Unless otherwise stated, Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales and use, or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with your purchases hereunder. If STC has the legal obligation to pay or collect Taxes for which you are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by you, unless you provide STC with a valid tax exemption certificate authorized by the appropriate taxing authority. STC is solely responsible for taxes assessable against it based on its income, property and employees.

5. User Content

As between you and us, you retain ownership of any content you submit in connection with your use of our Services (“User Content”), but you grant STC and our subsidiaries and other affiliates a worldwide, non-exclusive, royalty-free, fully-paid-up, perpetual, irrevocable, transferable, and sublicensable (through multiple tiers of sublicensees) right and license to use, reproduce, create derivatives of, distribute, and display your content in connection with our Services. Except for the foregoing license, you retain all rights in your User Content, as between you and us.

You may not create, post, store or share any User Content that violates these Terms or for which you do not have all the rights necessary to grant us the license described above. You represent and warrant that your User Content, and our use of such content as permitted by these Terms, will not violate any rights of or cause injury to any person or entity. Although we have no obligation to screen, edit or monitor User Content, we may delete or remove User Content at any time and for any reason with or without notice.

6. Third-Party Content and Links

Our Services may contain links to third-party sites. STC does not endorse or assume responsibility for any content on such sites. Your dealings or correspondence with third parties and your use of or interaction with any such sites or content available on such sites are solely between you and the third party. We do not control or endorse, and make no representations or warranties regarding, any of the foregoing, and your access to and use of the foregoing is at your own risk.

7. Ownership; Limited License

Our Services, including the text, graphics, images, photographs, videos, illustrations and other content contained therein, are owned by us or our licensors and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to our Services are reserved by us or our licensors. Subject to your compliance with these Terms, you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Services for your own personal, educational purposes only. Any use of our Services other than as specifically authorized in these Terms, without our prior written permission, is strictly prohibited, will terminate this license and violate our intellectual property rights.

8. Trademarks

“STRATEGIC TECHNOLOGY CONSULTING” or “STC” and our logos, our product or service names, our slogans and the look and feel of our Services are our trademarks and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned on our Services are the property of their respective owners. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us.

9. Copyright Complaints

In accordance with the Digital Millennium Copyright Act and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, the accounts of users who repeatedly infringe the intellectual property rights of others. If you believe that anything on our Services infringes any copyright that you own or control, you may notify our designated agent as follows:

Designated Agent: Rebbekka Tynan, Director of Contracts

Address: 14295 Park Meadow Drive, Suite 100, Chantilly, VA 20151-4276

E-Mail Address: [email protected]

Please see 17 U.S.C. § 512(c)(3) for the requirements of a proper notification.

10. Feedback

You may voluntarily post, submit or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials or other information about us or our Services (collectively, “Feedback”). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including, without limitation, to develop, copy, publish, or improve the Feedback in our sole discretion. In addition, you waive any so-called “moral rights” or rights of privacy or publicity in the Feedback. You understand that we may treat Feedback as nonconfidential.

11. Disclaimers and Limitation of Liability

Your use of our Services is at your sole risk. Except as otherwise provided in writing by us, our Services and any content therein are provided “as is” and “as available” without warranties of any kind, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, we do not represent or warrant that our Services are accurate, complete, reliable, current or error-free. While we attempt to make your use of our Services and any content therein safe, we cannot and do not represent or warrant that our Services or servers are free of viruses or other harmful components. You assume the entire risk as to the quality and performance of our Services. 

To the fullest extent permitted by applicable law, STC and each of our affiliates will not be liable to you under any theory of liability, whether based in contract, tort, negligence, strict liability, warranty, or otherwise, for any indirect, incidental, exemplary, punitive, special or consequential damages, even if we or our affiliate, as applicable, has been advised of the possibility of such damages. 

In no event shall our and our affiliates’ total liability for any claim arising out of or relating to these Terms or our Services, regardless of the form of the action, exceed the fees paid by you for access to our Services in the past six (6) months immediately preceding the claim.

12. Indemnity

To the fullest extent permitted under applicable law, you agree to defend, indemnify and hold harmless STC and its affiliates, and their respective successors and assigns, from and against all claims, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including attorneys’ fees) arising out of or relating to your use of, or activities in connection with, the Services, including any violation or alleged violation of these Terms by you.

13. Termination and Modification

STC reserves the right to suspend, terminate, or modify access to our Services at any time without prior notice. Users found in violation of these Terms may have their accounts suspended or permanently banned. You also have the right to stop using our Services at any time. We are not responsible for any loss or harm related to your inability to access or use our Services.

14. Governing Law and Venue

Any dispute arising from these Terms and your use of our Services will be governed by and construed and enforced in accordance with the laws of the Commonwealth of Virginia, except to the extent preempted by U.S. federal law, without regard to conflict of law rules or principles (whether of the Commonwealth of Virginia or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of the Commonwealth of Virginia and the United States, respectively, sitting in Fairfax County, Virginia.

15. Dispute Resolution; Binding Arbitration 

Please read the following section carefully because it requires you to arbitrate certain disputes and claims with us and limits the manner in which you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. No class or representative actions or arbitrations are allowed under this arbitration agreement. In addition, arbitration precludes you from suing in court or having a jury trial.

No Representative Actions. You and STC agree that any dispute arising out of or related to these Terms or our Services is personal to you and STC and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.

Arbitration of Disputes. Except for small claims disputes in which you or STC seeks to bring an individual action in small claims court located in the county of your billing address or disputes in which you or STC seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and STC waive your rights to a jury trial and to have any dispute arising out of or related to these Terms or our Services resolved in court. Instead, for any dispute or claim that you have against us or relating in any way to our Services, you agree to first contact us and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to us by email at [email protected] The Notice must: (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the claim; and (c) set forth the specific relief sought. Our notice to you will be similar in form to that described above. If you and STC cannot reach an agreement to resolve the claim within thirty (30) days after such Notice is received, then either party may submit the dispute to binding arbitration administered by JAMS or, under the limited circumstances set forth above, in court. All disputes submitted to JAMS will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in Fairfax County, Virginia or may be conducted telephonically or via video conference for disputes alleging damages less than $100, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Rules”). The most recent version of the JAMS Rules are available on the JAMS website and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason.

You and STC agree that these Terms affect interstate commerce and that the enforceability of this Section 15 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.

The arbitrator, STC, and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including, but not limited to, all information gathered, prepared and presented for purposes of the arbitration or related to the dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.

You and STC agree that for any arbitration you initiate, you will pay the filing fee and we will pay the remaining JAMS fees and costs. For any arbitration initiated by STC, we will pay all JAMS fees and costs. You and STC agree that the state or federal courts of the Commonwealth of Virginia and the United States sitting in Fairfax County, Virginia have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.

Any claim arising out of or related to these Terms or our Services must be filed within one (1) year after such claim arose; otherwise, the claim is permanently barred, which means that you and STC will not have the right to assert the claim.

You have the right to opt out of binding arbitration within thirty (30) days of the date you first accepted the terms of this Section 15 by sending an email to [email protected]. In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 14.

If any portion of this Section 15 is found to be unenforceable or unlawful for any reason: (a) the unenforceable or unlawful provision will be severed from these Terms; (b) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this Section 15 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 15; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims will be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 15 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 15 will be enforceable.

16. Changes to These Terms

STC may make changes to or update these Terms at any time. If we make changes, we will provide you with notice of such changes, such as by sending an email, providing a notice through our Services or updating the date at the top of these Terms. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of our Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using our Services.

17. United States Trade Compliance

By using our Services, you are warranting that you are not located in, under the control of, a national of, or ordinarily resident in, any country that is subject to applicable U.S. trade laws and regulations, or trade laws of your local jurisdiction, preventing us from providing you access to the Services. Your location is determined by your physical location. Use of a virtual private network service, IP routing services, or other similar service for the purpose of circumventing these laws is strictly prohibited.

By using our Services, you are warranting that you are not named on, or controlled by anyone named on, any United States or foreign government prohibited, denied, unverified-party, sanctions, debarment, or exclusion list or export-controlled related restricted party list (collectively, “Sanctions Lists“). You will immediately discontinue your use of the Services if you, or a party exercising control over you, are placed on any Sanctions List. You also warrant that you will not export, re-export, or transfer the Services to any country against which the United States has embargoed goods or services, or to an entity or person on any Sanctions List, or otherwise use the services in a manner that would be in violation of applicable laws. If you become subject to such a restriction during the term of any agreement with us, you will notify us within 24 hours, and we will have the right to terminate any further obligations to you, effective immediately and with no further liability to you (but without prejudice to your outstanding obligations to us).

Notwithstanding anything to the contrary in these Terms, we may suspend performance of or terminate any further obligations to you, effectively immediately if you are in breach of the obligations in this Section 17 or if the continued provision of our Services to you may, in our sole discretion, result in other violations of law or our commercial or reputational harm.

18. Additional Terms Applicable to Mobile Devices

Reserved

19. Miscellaneous

These Terms do not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and STC. If any provision of these Terms is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer or sublicense any or all of your rights or obligations under these Terms without our express prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under these Terms without restriction. No waiver by either party of any breach or default under these Terms will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular shall have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term “including” or variations thereof in these Terms shall be construed as if followed by the phrase “without limitation”.These Terms, including any terms and conditions incorporated herein, is the entire agreement between you and STC relating to the subject matter hereof, and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and STC relating to such subject matter. Notices to you (including notices of changes to these Terms) may be made via posting to the Services or by e-mail (including in each case via links), or by regular mail. Without limitation, a printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. STC will not be responsible for any failure to fulfill any obligation due to any cause beyond its control.


Appendix A

Restricted Countries (subject to change): Afghanistan, Algeria, Armenia, Azerbaijan, Belarus, Burma (Myanmar), Burkina Faso, Cambodia, Central African Republic, People’s Republic of China, Cuba, Cyprus, Eritrea, Georgia, Haiti, Hong Kong, India, Iran, Iraq, Israel, Kazakhstan, the Democratic People’s Republic of Korea, Kyrgyzstan, Laos, Lebanon, Libya, Macau, Mali, Moldavia, Mongolia, Nicaragua, Pakistan, Russia, Rwanda, Saudi Arabia, Somalia, South Sudan, Sudan, Syria, Tajikistan, Turkey, Turkmenistan, Ukraine, Uzbekistan, Vietnam, Venezuela, Yemen, and Zimbabwe