Effective date: January 1, 2021
Welcome to HeadSpin University! Please read on to learn the terms, rules and restrictions (collectively “Terms”) that govern Company’s use of our products, services and applications (collectively the “Services”).
These Terms and Conditions (“Terms”) are a binding contract between Company and HeadSpin University (collectively, “HeadSpin,” “We,” “Our,” and “Us”). Company’s use of the Services in any way means that it agrees to all of these Terms, and these Terms will remain in effect while Company uses the Services, and with respect to those terms and conditions which are meant to survive the termination of Company’s use of the Services, will remain in effect after Company ceases use of the Services.
1.1 Will these Terms ever change?
Whether or not related to a change in the Services, We reserve the right to amend, modify or otherwise change these Terms at any time. Any amendment, modification or other change to these Terms will govern Company’s purchases and use of the Services from and after the date of such amendment, modification or change. Changes to the Terms will not be applicable to Services purchased by Company prior to the date of such amendment, modification or change. Except for changes by Us as described herein, no other amendment or modification of these Terms will be effective unless in writing and signed by both Company and us.
1.2 What about my privacy?
1.3 Rules regarding Company’s use of the Services
All use of the Services by Company, its employees, agents, and subcontractors shall comply with the Terms. All Company account details, passwords, keys, and other authentication codes are granted to Company solely for Company’s own use, and Company shall keep all such items secure and confidential. Company shall prevent, and shall be fully liable to HeadSpin for, any damage to HeadSpin occurring via Company’s HeadSpin account(s) or in any other matter related to Company’s computer and other equipment. Company shall immediately notify Us upon becoming aware of any such unauthorized use or of any breach, actual or suspected, in its computer network. If applicable, Company shall be fully liable for any misuse relating to HeadSpin’s mobile devices, equipment or otherwise that are used by Company to use and access the Services.
1.4 Trademark Usage
Company hereby authorizes HeadSpin to use the name, trademarks, and logos of Company in routine marketing, PR/communications and other promotional materials of HeadSpin in connection with the Services. As between Company and HeadSpin, such names, trademarks, and logos are the exclusive property of Company and its suppliers and HeadSpin has not and will not acquire any proprietary rights therein by reason of these Terms or any other agreement. Company will have the right to decline any use of such names, trademarks and logos by HeadSpin by providing written notice to HeadSpin. Please contact Us at firstname.lastname@example.org with regards to any inquiries around Company’s trademark use.
2.1 Internal Use
2.2 Use Restrictions and Limitations
Company’s use of the Services is subject to the following additional restrictions:
Company represents, warrants, and agrees that it will not use the Services or interact with the Services in a manner that:
In order to protect the Services from being misused or used to harm someone, HeadSpin reserves the right to take appropriate measures when the Services are being used contrary to these Terms, their intended use and/or applicable laws. Company agrees that HeadSpin may terminate Company’s account, without providing a refund for Services already paid, if it misuses the Service. We further reserve the right to refuse to provide Services to any user at any time, at our sole discretion.
2.3 What are Company’s rights in the Services?
The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data points, key performance indicators, test results, performance metrics, testing analytics, articles, photos, images, illustrations, tutorials, teaching manuals and instructional videos, and any other are protected by copyright and/or other intellectual property laws and are the exclusive ownership of HeadSpin (collectively “Content”). Company promises to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content it accesses through the Services, and Company won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any Content not owned by it, (i) without the prior written consent of the owner of that Content or (ii) in a way that violates someone else’s (including HeadSpin’s) rights.
Company understands and acknowledges that HeadSpin owns the Services and all rights, including, without limitation, intellectual property rights, associated with the Services. Company will not modify, publish, transmit, participate in the transfer, assignment, lease or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services.
Company may not use any HeadSpin trademarks, trade dress, or any brand identifier including HeadSpin University™, HeadSpin, Inc.™, or any affiliated HeadSpin brand or associated denomination without HeadSpin’s prior written consent, in its sole discretion. At no point will Company advertise, engage in activities, or promote HeadSpin products, services, brand, or goodwill without HeadSpin’s prior written consent, in its sole discretion.
2.4 Additional Terms Related to Use of the Services?
Company represents and warrants that it has the right to access and use the platform for the sole purpose of learning and collaborating on various software applications, frameworks, and dev toolkits including Appium™, Selenium™, and others as provided. The Services are for strict educational purposes to allow developers and others alike to develop their skills in the applicable industry and sector. Company will be strictly responsible for any and all content that it contributes through the use of the Services, and Company represents and warrants that it has all rights necessary to do so. This includes but is not limited to any open source code, creative commons licensed content, and other materials and content that it distributes or shares through the HeadSpin platform.
Company will keep all of its registration information accurate and current. Company is responsible for all of its activity in connection with the Services.
HeadSpin has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third party websites or by any third party that Company interacts with through the Services. In addition, HeadSpin will not and cannot monitor, verify, censor or edit the content of any third party site or service. By using the Services, Company releases and holds Us harmless from any and all liability arising from Company’s use of any third party website or service.
Company’s interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between Company and such organizations and/or individuals. Company should make whatever investigation Company feels necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. Company agrees that HeadSpin shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.
If there is a dispute between participants on this site, or between users and any third party, Company agrees that HeadSpin is under no obligation to become involved. In the event that Company has a dispute with one or more other users, Company releases HeadSpin, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. If Company is a California resident, Company shall and hereby does waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor.”
2.5 Will HeadSpin ever change the Services?
We are always trying to improve the Services, so they may change over time. We may suspend or discontinue any part of the Services, or We may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We will try to give Company notice when we make a material change to the Services that would adversely affect Company, but this isn’t always practical. Similarly, We reserve the right to remove any Content from the Services at any time, for any reason, in our sole discretion, and without notice.
2.6 Company Data
HeadSpin is not responsible for, and undertakes no liability with respect to, any Company data, cache, content, application (pre-release, production version, or otherwise) that Company uploads, downloads, installs, stores, shares, or distributes on the platform in connection with the use of the Services, Company is solely responsible for removing all such data, caches, content and applications prior to or at the time of signing out of the device. HeadSpin will not be liable for any loss, corruption, deletion, removal or sharing with or access by a third party of the Company data, caches, content, or applications and Company fully releases and holds harmless HeadSpin from any damages arising as a result of such loss, corruption, deletion, removal, sharing or access.
3.1 Does HeadSpin cost anything?
It depends. There are different course and feature offerings made available, some of which are on a paid model and others which are entirely free. In either case, when HeadSpin publishes or disseminates any material through the platform, it grants the Company a non-exclusive, revocable license to the course and all its contents. When the Company enrolls in a course, whether it’s a free or paid course, Company is getting a license from HeadSpin to view and access the course via the HeadSpin University platform and Services, and HeadSpin is the licensor of record. Courses are licensed, and not sold, to the Company. This license does not give Company any right to ownership or right to resell the course in any manner (including by sharing account information with a purchaser or illegally downloading the course and sharing it on torrent sites or disclosing to any other unintended third parties).
HeadSpin grants the Company a limited, non-exclusive, revocable, non-transferable license to access and view the courses and related content for which Company has paid all required fees, solely for Company’s personal, non-commercial, educational purposes through the Services and platform, in accordance with these terms and any conditions or restrictions associated with a particular course or features of the Services and platform. All other uses are expressly prohibited unless agreed upon by HeadSpin in advance. Company may not reproduce, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, sublicense, or otherwise transfer or use any course unless HeadSpin gives Company prior written consent to do so. This also applies to content Company can access via any of HeadSpin’s applicable APIs.
HeadSpin reserves the right to revoke any license to access and use courses at any point in time in the event where HeadSpin determines or is obligated to disable or block access to a course due to legal or policy reasons.
If applicable, HeadSpin reserves the right to change its price list and to institute new charges at any time, upon notice to the Company, which may be sent by email or posted on the HeadSpin website. The making by Company of additional orders for services, as well as its use of the Services following such notification, constitutes Company’s acceptance of any new, modified, or increased charges.
3.2 License Fees
License fees are non-refundable. Purchases are non-refundable after access has been provided to the courses through the webpage or applicable landing page. Company is responsible for providing HeadSpin with the correct email address and other related information for delivery of purchase confirmations or other notices.
3.3 Free Trials
On occasion, HeadSpin shall provide free trials. The Terms set out in this Agreement apply to the Services as well as to any free trials, unpaid use of the Services, or pre-release use of HeadSpin content or services.
4.1 Stripe Payment Processing
To use HeadSpin Services, Company must provide Us with an acceptable payment method at the time of enrollment. HeadSpin accepts Visa, MasterCard, Discover, American Express, Google Pay, Apple Pay, among others (this is subject to change). All payment processing is generated and processed through Stripe. All Stripe Payment methods may be found here. Note that all payments are securely processed over the STRIPE HTTPS and Company’s card information never touches our servers. Stripe’s Terms and Conditions may be found here and Company is subject to these terms. Company is responsible for updating its payment details as required in order to ensure timely payment of its obligations to HeadSpin.
Payment Fees do not include any sales or other applicable taxes, levies, duties, or similar assessments assessable by any jurisdiction. Each party is responsible for their own tax obligations. If HeadSpin has the legal obligation to pay or collect taxes for which Customer is responsible, the appropriate amount will be invoiced to and paid by Customer, unless HeadSpin is provided with a valid tax exemption certificate authorized by the appropriate taxing authority.
5.1 Termination for Cause
In the event of any actual or threatened breach of this Agreement by Company, HeadSpin may terminate the Services immediately without prior written notice to Company and Company will not be entitled to a refund of any portion of its License Fees.
5.2 Termination for Convenience
Company may terminate the License at any time; provided that it will not be entitled to any refund as a result of such termination. HeadSpin may terminate Company’s License for any reason upon 30 days’ prior written notice, in which case, HeadSpin may refund to Company a pro rata portion of License Fees at its discretion.
Provisions that, by their nature or in accordance with law, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation Company has to pay Us or indemnify Us, any limitations on Our liability, any terms regarding ownership of intellectual property rights, and terms regarding disputes between HeadSpin and Company.
5.4 What is the Refund Policy?
Currently, any payments incurred and charged on Company’s card or through any alternative means of payment are non-refundable. Refer to section 5. Termination and Suspension of Services for additional details.
5.5 Revocation of License
HeadSpin has right to revoke Company License at any time. If Company has any questions around this, please contact Us at email@example.com. Remember, Company is not entitled to a refund of prepaid License Fees in the event it terminates its License.
If HeadSpin decides to revoke the License, the account termination may result in destruction or deletion of any content associated with its account. We will try to provide advance notice to Company prior to terminating its account so that Company is able to retrieve any important content (to the extent allowed by law and these Terms), but We may not do so if We determine it would be impractical, illegal, not in the interest of someone’s safety or security, or otherwise harmful to the rights or property of HeadSpin.
If Company has any questions around this process, contact Us at firstname.lastname@example.org.
5.6 Payment Disputes
Company must notify Us of any payment dispute in writing sent to email@example.com. We are more than happy to assist with any questions the Company may have around incurred charges as shown on its invoice or billing statement. Note that any payments validly processed and approved through the system for the License period are non-refundable. We expect our customers to engage in good faith when they bring forth a dispute. Company must bring any payment disputes to Our attention within twenty (20) days of the date of invoice to which such dispute relates. Failure to notify Us in writing within such twenty (20) day period will constitute Your binding agreement to the amounts set forth in the applicable invoice.
6.1 Suspicion of Unauthorized, Fraudulent, or Other Illegal Use
We may refuse, condition, or suspend access to the Services if HeadSpin believes that (1) (i) Company has violated these Terms; (2) has engaged in any unauthorized, fraudulent or illegal act or omission; or (3) Company has acted in a way that HeadSpin believes exposes it or others to unacceptable risk. If We suspect or know that Company is using or has used the Services for unauthorized, fraudulent, or illegal purposes, We may share any information related to such activity with the appropriate financial institution, regulatory authority, or law enforcement agency or other applicable governing body in such manner as We deem appropriate in Our sole discretion. This information may include information about Company, its HeadSpin account, its customers, and any transactions made through Company’s use of Services.
Company agrees to notify us immediately in the event it discovers or has reason to believe that there has been an occurrence of any unauthorized, fraudulent or other illegal use of the Services or Company’s accounts.
7.1 Warranty Disclaimer
Neither HeadSpin nor its licensors or suppliers makes any representations or warranties concerning any content or the Content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services. We (and our licensors and suppliers) make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services. Products and services purchased or offered (whether or not following such recommendations and suggestions) through the Services are provided “AS IS” and without any warranty of any kind from HeadSpin or others.
THE SERVICES AND CONTENT ARE PROVIDED BY HEADSPIN (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Confidential Information. Per these Terms, Parties define “Confidential Information” to mean any of the information disclosed under the Terms herein that is designated by HeadSpin as proprietary or confidential, or that should be reasonably understood to be proprietary or confidential due to its nature or the circumstances of its disclosure. HeadSpin’s Confidential Information includes any technical (including but not limited know-hows, intellectual property disclosures, technical specifications), pricing, business-related, financial, test data, testing analytics, performance metrics, or performance information about the Service or related services, as well as these Terms.
Obligations. As receiving party, each party will (a) hold in confidence and not disclose Confidential Information to third parties except as permitted in these Terms, and (b) only use Confidential Information to fulfill its obligations and exercise its rights in these Terms. The receiving party may disclose Confidential Information to its employees, agents, contractors, subcontractors, and other representatives having a legitimate need to know such Confidential Information, provided the receiving party remains responsible for their compliance with this Confidential Information and such parties are bound to confidentiality obligations no less protective than this Confidential Information.
Exclusions. These confidentiality obligations do not apply to information that the receiving party can document: (a) is or becomes public knowledge through no fault of the receiving party; (b) it rightfully knew or possessed prior to receipt under these Terms; (c) it rightfully received from a third party without breach of confidentiality obligations; or (d) it independently developed without using the disclosing party’s Confidential Information. The receiving party may disclose Confidential Information if required by law, subpoena, or court order, provided (if permitted by law) it notifies the disclosing party in advance and cooperates in any effort to obtain confidential treatment.
Remedies. Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Confidential Information.
7.3 Force Majeure
HeadSpin is not liable for any delay or failure to perform any obligation under these Terms or any order due to events beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, Internet or utility failures, refusal of government license, or natural disaster.
7.4 Limitation of Liability
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL HEADSPIN (OR ITS LICENSORS OR SUPPLIERS) BE LIABLE TO COMPANY OR TO ANY PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $100 OR (II) THE AMOUNTS PAID BY COMPANY TO HEADSPIN IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO COMPANY. MOREOVER, TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, HEADSPIN SHALL NOT BE HELD BE LIABLE AS A RESULT OF COMPANY’S DIRECT OR INDIRECT INVOLVEMENT IN FRAUDULENT ACTIVITY, IDENTITY THEFT, AND OTHER RELATED ILLEGAL CONDUCT AS IT RELATES TO THE TRANSACTION PROCESS EITHER THROUGH DIRECT PAYMENT VIA CREDIT CARD, AUTOMATED CLEARING HOUSING, OR AS DONE THROUGH A THIRD PARTY PAYMENT PROCESSOR.
To the fullest extent allowed by applicable law, Company agrees to indemnify and hold HeadSpin, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including reasonable attorney fees) arising from or in any way related to any claims relating to (a) Company’s use of the Services (including any actions taken by a third party using Company account), and (b) Company’s violation of these Terms. In the event of such a claim, suit, or action (“Claim”), We will attempt to provide notice of the Claim to the contact information We have for Company’s account (provided that failure to deliver such notice shall not eliminate or reduce Company’s indemnification obligations hereunder).
You agree not to assign or transfer any rights or obligations to a third party without the express written consent of HeadSpin.
7.7 Choice of Law; Arbitration
These Terms are governed by and will be construed under the laws of the State of California, without regard to the conflicts of laws provisions thereof. Any dispute arising from or relating to the subject matter of these Terms shall be finally settled in Santa Clara County, California, in English, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in, respectively, San Francisco County, California, or the Northern District of California. Any arbitration under these Terms will take place on an individual basis: class arbitrations and class actions are not permitted. COMPANY UNDERSTANDS AND AGREES THAT BY ENTERING INTO THESE TERMS, COMPANY AND HEADSPIN ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
The failure of either party to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. Company and HeadSpin agree that these Terms are the complete and exclusive statement of the mutual understanding between them, and that they supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. Company hereby acknowledges and agrees that it is not an employee, agent, partner, or joint venture of HeadSpin, and Company does not have any authority of any kind to bind HeadSpin in any respect whatsoever. There are no third party beneficiaries intended under these Terms.
Please address any questions, comments, or concerns regarding these Terms or the Services to firstname.lastname@example.org or ATTENTION: LEGAL at 3200 Ash St., Palo Alto, CA 94306.