BY CLICKING THE ACCEPTANCE BUTTON, THE USER EXPRESSLY AGREES TO AND CONSENTS TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.
PURCHASE AGREEMENT TERMS AND CONDITIONS
Welcome to www.taproot.com. If you purchase Software, Goods or Services from www.taproot.com, you, and those that you represent, accept the following Purchase Agreement Terms and Conditions (“Purchase Agreement”). Please read them carefully.
By accepting these Terms and Conditions, the signee represents and warrants that: (i) it has the authority, without limitation or qualification, to bind any and all persons, businesses, agencies, organizations, or entities that it represents in this transaction, including but not limited to his/her employer and any course attendees, to the Terms and Conditions of this Purchase Agreement; and (ii) any individual or entity that receives access to any Software, Goods, Services, or other benefits purchased or received pursuant to this purchase shall be made aware of and shall be bound by this Purchase Agreement, including all individuals attending training courses.
“Buyer” is defined collectively as any individual accessing or using www.taproot.com, including individuals that attend courses or webinars purchased under this Agreement (“Attendee”), and any business, employer, agency, organization, or entity acting as the principal of the individual accessing or using www.taproot.com, or attending any courses or webinars purchased under this Agreement.
“Goods” include any and all products, materials, documents, books, software, or other tangible items purchased from or received incidental to purchase from System Improvements, including all materials received at TapRooT® courses, Equifactor® courses or other System Improvements’ courses.
“Services” include any and all services performed or provided by System Improvements, including but not limited to, TapRooT® VI Services, TapRooT® courses, Equifactor® courses, webinars, training courses, and the supply of information related to TapRooT®, Equifactor®, or other business of System Improvements.
“TapRooT® VI Service” is the web-based service offered by System Improvements that permits a Subscriber to access and use TapRooT® VI, and includes, but is not limited to, the underlying code, business logic, appearance, architecture, structure, organization, design, technique and all intellectual property owned by System Improvements that comprises TapRooT® VI.
System Improvements, Inc. shall be referred to as “System Improvements” and shall include System Improvements, Inc., its employees and representatives.
PUBLIC COURSES AND WEBINARS - PAYMENT POLICY
Prospective attendees registering for a public course may be given the option to pay at the time of registration (“Pay Now”) or get a quote for the course (“Get A Quote”). Attendees who pay at the time of registration will be confirmed in the course. Prospective attendees who select the “Get A Quote” option will NOT be registered for the course until payment is received. Unpaid persons will NOT be permitted to attend the course.
In the event that the course reaches capacity prior to payment being received, System Improvements may refuse the payment altogether or refund the payment at its sole discretion.
Purchase Orders do not constitute payment and will not be approved until and unless any applicable Terms and Conditions have been reviewed and accepted in writing by an authorized representative of System Improvements. Purchase Orders are not accepted for webinars.
PUBLIC COURSES AND WEBINARS - CANCELLATION POLICY
If an attendee cancels less than 30 days before the start of the course, payment in full must be made even though Buyer has not attended the course. However, within two years of the original course date, that attendee may:
Transfer to a future public course that is listed on this website.
Transfer credit to another Buyer employee attending a public course that is listed on this website.
A paid attendee cancelling more than 30 days before the start of the course has the option of requesting a full refund.
Buyer is expressly prohibited from recording or duplicating any portion of the webinar or presentation materials in any format, including but not limited to audio recording, video recording, screenshots, and/or still frames. Buyer shall not reproduce, show, or distribute the presentation or presentation materials to any other person or entity unless expressly agreed in writing by System Improvements.
The paid attendee is the only individual permitted to access the webinar. Buyer is prohibited from sharing or otherwise distributing the presentation link to more than one person or individual unless each of those individuals has paid to attend the webinar. The Buyer is prohibited from permitting more than one person to watch the webinar unless each of those individuals has paid to attend the webinar.
PRODUCT ORDERS - PAYMENT POLICY
Product orders must be paid in full before System Improvements will initiate shipment. Purchase Orders do not constitute payment and will not be approved until and unless any applicable Terms and Conditions have been reviewed and accepted in writing by an authorized representative of System Improvements. All orders will be shipped promptly as soon as payment is received.
For the quickest processing of your order, Buyer may pay by Visa, MasterCard, or American Express card at the time order is placed. System Improvements will also accept checks and wire transfers, but shipment will not be made until the funds are received.
The subscription fee must be received by System Improvements before Buyer can receive their login information to access the TapRooT® VI Service. At the expiration of the subscription, Buyer may elect to renew the subscription or allow the subscription to expire. In the event that payment for the renewal has not been received prior to the expiration of the prior subscription, System Improvements may suspend or cancel the account.
Notwithstanding the terms and conditions set forth herein, TapRooT® VI Service contains an internal Service Agreement that must be accepted by the user the user will be granted access to TapRooT® VI Service. In the event of any conflict between the terms contained herein and the Service Agreement, the terms of the Service Agreement shall take precedence and control.
The parties expressly agree that all content, hard copy or electronic materials, Software, Goods, or Services included and/or purchased from www.taproot.com, and/or used by training instructors or distributed as training materials in conjunction with Buyer’s order (collectively, “SI Materials”) are protected by United States trademark laws, patent laws, copyright laws, international intellectual property laws, and/or otherwise constitute the intellectual property of System Improvements. System Improvements does not transfer title or intellectual property ownership of any SI Materials, or any future revisions, upgrades, updates, or any derivatives thereof to Buyer, its employees, or its heirs or assigns. Buyer expressly agrees that System Improvements shall retain all right, title and interest in all SI Materials. Unless otherwise specified in writing, none of the hard copy or electronic materials purchased on www.taproot.com constitute “works made for hire.”
Buyer shall not have permission to sell, distribute, copy, share, or reproduce any SI Materials without the express written consent of System Improvements. The attendee is the only individual authorized to access and use any materials distributed as part of any course or webinar. Course attendees are not permitted to share or distribute said materials with any other parties, individuals or entities, including other non-attendees within their own department or company.
Buyer shall not use, copy, modify, or develop a derivative of SI Materials or incorporate any portion thereof into any training, including but not limited to incident investigation training for Buyer’s clients or any training performed in-house by Buyer.
Buyer may not use the TapRooT® logo or any other trademark protected name or symbol owned by System Improvements for the purpose of advertising root cause analysis investigation services or to compete with System Improvements in any other manner. Buyer is further prohibited from using any SI trademark in conjunction with materials not owned by SI, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits System Improvements.
The purchase and use of TapRooT® Software or TapRooT® VI Service (including all versions in all languages) is subject to a separate agreement accompanying or made available to the Buyer. The purchase and use of TapRooT® or Equifactor® printed materials may be subject to a separate, existing, license agreement between Buyer and System Improvements. If Buyer purchases or uses any TapRooT® Software, TapRooT® VI, or any of System Improvements’ printed materials, Buyer agrees that it will be bound by any and all such applicable agreements or terms. The terms of this Purchase Agreement shall be read and enforced in conjunction with any applicable license or service agreements. In the event of a conflict between the terms of this Purchase Agreement and any applicable, enforceable license or service agreement, the terms of said license or service agreement shall prevail.
PUBLIC COURSE ATTENDANCE WAIVER OF LIABILITY
Buyer acknowledges the contagious nature of COVID-19 and attests that all Attendees shall follow all CDC recommended guidelines to limit exposure to COVID-19. Buyer further attests that Attendee specifically has not:
Buyer voluntarily assumes the risk that Buyer may be exposed to or infected by COVID-19 as a result of attending in-person TapRooT® training, and that such exposure or infection may result in personal injury, illness, permanent disability, and/or death. Buyer voluntarily agrees to assume all of the foregoing risks and accepts sole responsibility for any injury including, but not limited to, personal injury, disability, death, illness, damage, loss, claim, liability, and/or expense, of any kind, that Buyer may experience or incur in connection with attendance at any TapRooT® training. Buyer hereby releases and agrees to hold System Improvements and its employees harmless from, and waive on behalf of Buyer, his/her heirs, and personal representatives, any and all causes of action, claims, demands, costs, expenses, and compensation for damage or loss to Buyer that may be caused by any act, or failure to act by System Improvements, or that may otherwise arise in any way in connection from Buyer’s attendance at any TapRooT® training.
DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
EXCEPT AS OTHERWISE SPECIFIED IN WRITING BY SYSTEM IMPROVEMENTS, SYSTEM IMPROVEMENTS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
IN NO EVENT SHALL SYSTEM IMPROVEMENTS BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE OR FROM ANY INFORMATION, CONTENT, GOODS, MATERIALS, OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO THE BUYER THROUGH USE OF THIS SITE, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES. BUYER EXPRESSLY AGREES THAT THE ENTIRE RISK WITH REGARD TO THIS PURCHASE, INCLUDING ITS USE, THE RESULTS AND PERFORMANCE OF THE TAPROOT® PROGRAM, SOFTWARE, GOODS, MATERIALS,SERVICE, HOSTING SERVICE OR ANY OTHER ITEM PURCHASED AT WWW.TAPROOT.COM, IS ASSUMED BY THE BUYER.
BUYER EXPRESSLY AGREES TO INDEMNIFY AND HOLD HARMLESS SYSTEM IMPROVEMENTS AGAINST ANY AND ALL LOSSES, CLAIMS, DAMAGES, EXPENSES (INCLUDING ATTORNEYS’ FEES AND COSTS) AND/OR LIABILITIES ARISING OUT OF OR RELATED TO THIS PURCHASE AGREEMENT OR BUYER’S USE OF ANY INFORMATION, CONTENT, SOFTWARE, GOODS OR SERVICES PURCHASED ON WWW.TAPROOT.COM, INCLUDING BUT NOT LIMITED TO BUYER’S USE OR INABILITY TO USE THE TAPROOT SYSTEM.
BUYER EXPRESSLY AGREES THAT SYSTEM IMPROVEMENTS SHALL HAVE NO LIABILITY FOR ANY CLAIM OF PATENT, TRADEMARK OR COPYRIGHT INFRINGEMENT BASED UPON BUYER’S USE OR COMBINATION OF THE GOODS, SOFTWARE AND/OR SERVICES WITH PRODUCTS OR DATA NOT SUPPLIED BY SYSTEM IMPROVEMENTS AS PART OF THE PRODUCTS AND/OR SERVICES NOR WITH CLAIMS RELATING TO MODIFICATIONS OR DERIVATIVES NOT AUTHORIZED IN WRITING BY SYSTEM IMPROVEMENTS.
In the event of any dispute regarding System Improvements’ Goods, Software, Services or any other business concern, Buyer agrees to contact System Improvements within 30 days in writing at the address below. Following notice of a dispute, the parties agree to make a good faith attempt to resolve the dispute by making available each company’s business officers with authority to make settlement decisions to negotiate on behalf of their respective companies. In the event that the parties make a good faith attempt to negotiate and are unable to resolve the dispute, the parties agree to attend mediation with a mutually acceptable mediator in the State of Tennessee before initiating any other dispute resolution procedure. The cost of mediation shall be shared equally between the parties.
By making a purchase through www.taproot.com, Buyer expressly agrees that this Purchase Agreement is to be construed in accordance with the laws of the State of Tennessee in the United States of America without regard to principles of conflict of laws. Buyer expressly consents to the personal and/or corporate jurisdiction of all courts of the State of Tennessee and the U.S. District Court for the Eastern District of Tennessee. Further, Buyer expressly agrees that for any and all causes of action as between Buyer and System Improvements, exclusive jurisdiction, venue and choice of law shall reside in all courts of the State of Tennessee and the U.S District Court for the Eastern District of Tennessee. Any litigation arising out of this Purchase Agreement shall be filed in the appropriate Court of jurisdiction in Knox County, Tennessee, USA.
SITE POLICIES, MODIFICATION, SEVERABILITY AND FAILURE TO ENFORCE
System Improvements reserves the right to make changes to our site, policies, and these Terms and Conditions at any time.
In the event that any part, article, paragraph, sentence or clause of this Purchase Agreement shall be held to be indefinite, invalid, illegal or otherwise unenforceable, the unenforceable provision shall be deemed severable and shall not affect the validity and enforceability of any remaining terms or conditions.
A printed version of this Purchase Agreement and any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Failure at any time to enforce any provisions of this Purchase Agreement or any right with respect thereto, or to exercise any option herein provided, is not a waiver of such provisions, rights, or options, nor does it reduce the validity of this Purchase Agreement. The exercise of any rights or options herein shall not preclude or prejudice the exercising thereafter of the same or any other right under this Purchase Agreement.
The terms and conditions of this Purchase Agreement shall be binding upon and shall inure to the benefit of the Parties, their successors and permitted assigns.
System Improvements, Inc.
238 S. Peters Road, Suite 301
Knoxville, TN 37923