Effective September 25, 2018
1. Definitions.
a) ASCM Materials means (i) any material published in APICS’ Resource Catalog, including both ASCM-owned products and materials that ASCM does not own, but which ASCM is authorized to resell; and (ii) any material available on ASCM website.
b) Corporate Member means any entity that has registered with APICS as an official APICS Corporate Member.
c) You means any individual who has accessed ASCM Materials.
2. ASCM Terms of Use (“Terms”) form a legally binding agreement between You and Your Corporate Member, if applicable, (individually and collectively referred to as “Users”) and APICS, Inc. (“ASCM”) establishing the terms and conditions under which Users may access ASCM Materials. By paying an invoice or accessing of any ASCM Materials, Users expressly agree to these Terms. Moreover, these Terms supersede any terms and conditions contained in any purchase order(s).
3. If Users do not accept these Terms, do not process an invoice or access ASCM Materials.
4. ASCM Materials are produced, distributed, owned, and copyrighted by ASCM. ASCM Materials are for Your personal, educational use only. Use for any other purpose is expressly prohibited. Users shall not photocopy, duplicate, translate, display, upload, modify, distribute, transfer (electronically or otherwise), or create derivative works of ASCM Materials, or any adaptation, transcription, portion, or merged portion thereof, except as expressly authorized in writing by ASCM’s Chief Executive Officer. In the event of any breach of this paragraph, Users shall be responsible for any and all costs and attorneys’ fees incurred by ASCM in enforcing the foregoing.
5. Users shall not use ASCM’s service marks, trademarks and logos without ASCM’s prior written consent, and if such consent is provided, in a manner approved by ASCM.
6. Disclaimer. ASCM DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND RELATING TO THE INFORMATION AND MATERIALS (EDUCATIONAL OR OTHERWISE) PRESENTED, DISTRIBUTED, OR MADE AVAILABLE BY ASCM OR INSTRUCTOR TO USERS, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
7. Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR: (i) ANY INDIRECT, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES OR LOST PROFITS ARISING OUT OF THESE TERMS OR USE OF ANY ASCM MATERIALS; OR (ii) ANY CLAIM ALLEGING THAT THESE TERMS OR ASCM MATERIALS ARE DEFICIENT OR INADEQUATE; OR (iii) ANY CLAIM ARISING OUT OF THE ACTIONS OR OMISSIONS OF INSTRUCTOR. THE FOREGOING LIMITATIONS UPON DAMAGES AND CLAIMS SHALL APPLY WITHOUT REGARD TO WHETHER ANY PROVISION OF THESE TERMS HAS BEEN BREACHED OR PROVEN INEFFECTIVE. IF ANY PORTION OF THE FOREGOING LIMITATION OF LIABILITY SHALL, FOR ANY REASON WHATSOEVER, BE HELD BY A COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE OR IS EXPRESSLY PROHIBITED BY APPLICABLE LAW, THAT PORTION SHALL BE NULL AND VOID, AND THE REMAINING PROVISIONS SHALL CONTINUE IN FULL FORCE AND EFFECT. IN THE EVENT OF NON-PERFORMANCE OR BREACH OF THESE TERMS BY ASCM, ASCM'S TOTAL LIABILITY TO USERS SHALL IN NO EVENT BE MORE THAN THE TOTAL AMOUNT USERS HAVE PAID ASCM IN THE LAST TWELVE (12) MONTHS. THIS LIMITATION APPLIES TO LOST PROFITS, LOSS OF USE, AND ALL OTHER TYPES OF ECONOMIC DAMAGES. THIS LIMITATION WILL NOT APPLY TO CLAIMS RELATED TO A PARTY’S (i) FAILURE TO COMPLY WITH LAWS, OR (ii) BREACH OF CONFIDENTIALITY, OR (iii) THIRD PARTY CLAIMS FOR PERSONAL INJURY, BODILY INJURY, OR PROPERTY DAMAGE.
8. These Terms shall be governed by the laws of the State of Illinois. Neither party may transfer or assign its rights or obligations under these Terms without the other party’s express written consent. In the event that any term of these Terms is, becomes, or is declared to be invalid or void by any court or tribunal of competent jurisdiction, such terms shall be null and void and shall be deemed severed from these Terms and all the remaining terms of these Terms shall remain in full force and effect. Any failure by a party to insist upon strict performance of any term, covenant, or condition contained herein shall not be deemed a waiver of that party’s right to insist upon the strict performance of such term, condition or covenant in the future. Both parties shall comply with all applicable federal, state, and local laws and regulations in performing their duties hereunder and in any of their dealings.
9. Notices of Changes to ASCM Terms of Use. In the event of any change to ASCM’s Terms of Use, notice of such changes will be posted on the ASCM website. Any changes to these Terms will become effective when we post the revised ASCM’s Terms of Use on the ASCM website. Your use of the ASCM website or payment of an ASCM invoice, following these changes means that you accept the revised ASCM’s Terms of Use.
10. Your invoice is non-refundable. ASCM has no obligation to reimburse any User for any portion of this invoice for any reason.
11. ASCM may, from time to time, update and revise these Terms.
12. In the event that Users access SCORmark, Users understand and agree that SCORmark is administered in collaboration with PricewaterhouseCoopers LLP (“PwC”). In order to access SCORmark, Users shall expressly agree to all of PwC’s terms and conditions.