Terms of Service

Last updated in April 2023

All references to “Adept” shall mean CBT Nuggets, LLC, a Delaware limited liability company, dba Adept with its principal office located at 2850 Crescent Ave, Eugene, OR 97408. Adept (“us”, “we”, “our”) is pleased to provide access to the Adept Learning Platform consistent with these Terms.

These Terms of Service (“Terms”) govern your access and use of the products, services and features which comprise the Adept Learning Platform (collectively, the “Services”). Please review these Terms carefully. By using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, please discontinue your use of the Services.

Please remember that your use of the Services is also subject to our Privacy Policy, Content Guidelines, and Marketplace Terms, as applicable. Further, access to content made available through the Services (“Content”) is subject to the access terms and conditions and intellectual property rights of the provider of the Content.

Use of the Services

Age Requirements

You must be at least 16 years old to use our Services. If you have not yet reached the age of legal majority in your jurisdiction, you represent that you have your parent or guardian’s permission to use the Services. In which case, please review these Terms with your parent or guardian.

Organizations

If you use the Services on behalf of an organization, you expressly represent and warrant that you and/or your account’s designees have the authority to act on behalf of that organization, and that such organization agrees to be bound by these Terms and any other additional terms and conditions within the Services and Content as may be applicable.

Requirements of Use

An account is required to use the Services, please see Your Account and Billing for additional information regarding accounts. Some features within the Services may require the creation of additional accounts or agreement to additional terms and conditions which may be provided by us or a third party. Finally, use of the Services is inextricably linked to the processing of personal information as described in our Privacy Policy.

Restrictions on Use

You may access and use the Services as made available to you, provided that you comply with these Terms, as well as any other additional terms and conditions and applicable law. The following restrictions apply to your use of the Services, and unless we provide you with prior written permission, you may not:

• access, reproduce, download, distribute, transmit, broadcast, display, sell, license, alter, modify or otherwise use any part of the Services or any content except as expressly authorized by the Services;
• circumvent, disable, fraudulently engage with, or otherwise interfere with any part of the Services (or attempt to do any of these things), including security-related features or features that prevent or restrict the copying or other use of content or otherwise interfere, disrupt, or limit the use of the Services or content;
• access the Services using any automated means (such as robots, botnets or scrapers) except in the case of public search engines or similar or as expressly provided by Adept;
• collect or harvest any information that might identify a person (for example, usernames), unless permitted by that person or otherwise allowed under our Terms;
• use the Services to distribute unsolicited promotional or commercial content or other unwanted or mass solicitations;
• cause or encourage any inaccurate measurements of genuine user engagement with the Services, including the solicitation or promotion of manipulating metrics of the Services in any manner; or,
• misuse any reporting, flagging, complaint, dispute, or appeals process, including by making groundless, vexatious, frivolous or repeated submissions.

The Services and/or specific features or content, and/or your access thereto, may otherwise be restricted as necessary for improvements to the Services or to comply with applicable laws or lawful process. Adept reserves the right to restrict Services, features or content in accordance with our Privacy Policy, Content Guidelines, and Marketplace Terms, as applicable.

Your Content

References to Content include any user contribution to our platform and related applications such as learning content, user comments, messaging, or any other user contribution to, or activity within, the Services in any form.

Your Responsibilities

You, or your organization as applicable, retain ownership rights of and remain solely responsible for the Content that you contribute to the Services which must adhere to our Content Guidelines. You expressly represent and warrant that the Content you contribute does not infringe third party intellectual property rights or otherwise violate any applicable laws.

Rights you Grant

By creating or contributing Content to the Services you grant Adept a worldwide, non-exclusive, royalty-free, sublicensable and transferable license to use that Content (including to reproduce, distribute, produce derivative works, display and perform such Content) in connection with the Services and Adept’s business operations, including for the purpose of promoting and redistributing part or all of the Services.

By sharing and/or licensing Content to an organization within the Services, unless otherwise provided for, you grant such organization(s) a worldwide, non-exclusive, royalty-free, sublicensable and transferable license to use that Content (including to reproduce, distribute, produce derivative works, display and perform such content) in connection with their organization’s operations within the Services.

The licenses granted by you continue for a commercially reasonable period of time after you remove or delete your Content from the Services. You understand and agree, however, that Adept may retain, but not display, distribute, or perform, server copies of your videos that have been removed or deleted.

Removal or Restriction of Content

If we reasonably believe that any Content is in breach of these Terms, or any other applicable terms and condition of these Services, or may cause harm to Adept, our users, or third parties, or otherwise is in violation of any applicable laws, we may remove or restrict that Content at our sole discretion, with or without notice.

Your Account and Billing

Your Account

An account is required to access and use the Services. Your account is personal to you and is intended for your sole, exclusive use. Certain content and features of the Services may only be available under specific subscriptions, programs or other offerings, and shall be subject to such terms and conditions thereof including but not limited to current payments as applicable.

Account Suspension & Termination

We may suspend or terminate your access, your account and/or any portions thereof in our sole discretion and as necessary to enforce our various terms and conditions, comply with laws and lawful process, or if we believe that such actions are necessary to prevent harm to Adept, our users, or third parties.

Organization Roles

If your account is joined to an organization you grant that organization access to certain administrative functions of your account including but not limited to control of your personal information and your access and use of the Services. These roles and responsibilities are assigned by the organization. Please make sure to review your organization’s assignment of roles and responsibilities within the Services to ensure it aligns with your expectations.

Billing

As applicable to your subscription or transaction, you guarantee and warrant that you are the legal cardholder/payment method holder, or that your use of the card or payment method is authorized for the credit card or payment method associated with the account you provided.

All payments are non-refundable and charges made to the credit card or payment method under these Terms will constitute in effect a "sales receipt" and confirmation that you still have access to the applicable Services. All payments and credit card charges shall be made in United States Dollars ("USD"). If your payment requires a currency conversion, Adept shall determine the currency conversion fee amount at the time of your payment. You acknowledge that the applicable exchange rate for each payment transaction will differ and you agree to remit each payment in full including any fluctuating conversion fees.

At your election or as may be required by your account or subscription, our payment processor will securely keep your payment method on file and may automatically update your payment method details, if supported by your financial institution, to avoid potential service interruption. You may remove your payment method at any time, but you will remain responsible for any agreed upon charges or contractual commitments not otherwise terminated.

Automatic Billing

In addition to the Billing terms above, you represent and warrant that you are legally authorized to enter into a recurring automatic billing agreement subject to the specific subscription, program or other offering, collectively referred to herein as a subscription.

AS APPLICABLE TO YOUR SUBSCRIPTION, YOU AUTHORIZE ADEPT TO USE AUTOMATIC BILLING AND CHARGE YOUR CREDIT CARD OR PAYMENT METHOD FOR AN AGREED UPON AMOUNT ON A RECURRING BASIS, PER YOUR SUBSCRIPTION.

You agree that Adept is not obligated to verify or confirm the amount for processing automatic payments. You acknowledge and agree that automatic payments are scheduled for certain times but may vary for reasons beyond Adept’s control. You agree to indemnify, defend, and hold Adept harmless, against any liability pursuant to these Terms and your authorization for automatic billing.

To terminate automatic billing and/or arrange for an alternative payment method, if permitted under your subscription, you must make those changes directly through your account settings.

Taxes

Except where expressly stated otherwise, all amounts referred to in these Terms are exclusive of any applicable Sales/Use Tax, any applicable Goods and Services Tax, or any applicable Value Added Tax (collectively referred to herein as "Tax(es)").

You shall pay any applicable Tax related to your procurement and receipt of the Services.

In the event that your quote, invoice and/or receipt does not include applicable Taxes, Adept may increase the amount that you owe by the amount of that Tax or otherwise recover the amount of that Tax from you.

About Software in the Service

Downloadable Software

When the Services requires or includes downloadable software (such as the Adept Recorder application), you give permission for that software to update automatically on your device once a new version or feature is available, subject to your device settings. Unless that software is governed by additional terms which provide a license, Adept gives you a personal, worldwide, royalty-free, revocable, non-assignable and non-exclusive license to use the software provided to you by Adept as part of the Services. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Adept, in the manner permitted by our Terms. You are not allowed to copy, modify, distribute, sell, or lease any part of the software, or to reverse-engineer or attempt to extract the source code of that software, unless laws prohibit these restrictions or you have Adept’s express written permission or a specific license for such use.

Open Source Software

Some software used in our Services may be offered under an open source license that we make available to you. There may be provisions in an open source license that expressly override some of these Terms, so please be sure to read those licenses.

Additional Legal Terms

Warranty Disclaimer

The Services and any Content are provided to you on an “AS IS” and “WITH ALL FAULTS” basis. Adept makes, and you receive, NO WARRANTY, whether express or implied. ALL WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR ANY PARTICULAR PURPOSE, AND ANY ANALOGUE THEREOF, ARE HEREBY EXPRESSLY DISCLAIMED.

Limitation of Liability

IN NO EVENT SHALL ADEPT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY AND ALL DAMAGES, CLAIMS, LOSSES, EXPENSES, LIABILITIES OR COSTS ARISING OUT OF, INCURRED BECAUSE OF, OR RELATED TO THE SERVICES AND/OR THESE TERMS, INCLUDING ATTORNEY FEES, IRRESPECTIVE OF WHETHER ADEPT HAS BEEN INFORMED OF, KNEW OF, OR SHOULD HAVE KNOWN OF THE LIKELIHOOD OF SUCH DAMAGES. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND ALL OTHER TORTS. IN NO EVENT SHALL ADEPT’S LIABILITY TO YOU OR ANY THIRD PARTY EXCEED THE GREATER OF USD $500.00 OR THE AMOUNT YOU HAVE ACTUALLY PAID FOR THE SERVICES IN THE PRECEDING TWELVE MONTHS.

Indemnification

To the extent permitted by applicable law, you expressly agree to defend, indemnify and hold harmless Adept, its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Services; (ii) your violation of any term and conditions of the Services; (iii) your violation of any third party right in relation to your use and access to the Services, including without limitation any intellectual property or privacy right; or (iv) any claim that your Content caused damage to a third party. This defense and indemnification obligation will survive your use of the Services.

About these Terms

Terms and Conditions

These Terms are only part of the terms and conditions that your use and access of the Services and Content is subject to. As applicable, please review our Privacy Policy, Content Guidelines, and Marketplace Terms, as well as any other terms concerning your subscriptions, programs or other offerings. Specific features and third party services may have additional terms and conditions which govern your use and access of those features within the Services.

Reservation of Rights

Adept’s action or inaction of enforcement for violation of these Terms or any other terms and conditions of the Services and Content does not constitute waiver of available legal rights and remedies. Should any provision of these Terms be declared invalid or unenforceable, the remaining Terms shall remain in full force and effect.

Adept reserves the right, in its sole discretion, to change, modify, add, or remove all or part of these Terms at any time, with or without notice.

Governing Law

All claims arising out of or relating to these Terms, any other terms and conditions of the Services, or the Services will be governed by Oregon law, without regard to conflicts, and shall be litigated exclusively in the federal or state courts of Lane County, Oregon, United States. You and Adept hereby irrevocably consent to personal jurisdiction in those courts.

Questions regarding these Terms of Service may be directed to: legalteam@cbtnuggets.com.