Please read the terms carefully. By selecting “I AGREE”, or accepting an Order Form that incorporates these terms by reference, you confirm your agreement to these terms on behalf of the organization you are registering, and you confirm that you personally are authorized to accept these terms on that organization’s behalf. This is a binding legal agreement. 


This General Terms and Conditions (“GTC” or “Terms of Use”) for AccessData Group, Inc.’s (“ADG”) learning management and training systems (the “LMS”) governs the use of the LMS by the organization registered by you (“Customer”), as licensed by ADG and will be effective when accepted by Customer in connection with an Order Form. This GTC combined with the Order Form constitutes a complete binding legal agreement between ADG and Customer and sets forth the terms and conditions that govern the LMS provided by ADG to Customer – please read carefully. The terms of this GTC are subject to change after 30 days’ notice is given by ADG via this website, and as such the Customer is solely responsible for checking this website for changes to this GTC. The parties agree as follows: 


Capitalized terms used in this document are defined in the Glossary. 


2.1 Grant of Rights. 

(a) ADG grants to Customer a non-exclusive, non-transferable and world-wide right to use the LMS and any accompanying LMS (including its implementation and configuration), Materials (as applicable), ADG Content and Documentation solely for Customer’s and its Affiliates’ business operations. Permitted uses and restrictions also apply to Materials and Documentation. (b) ADG further grants to Customer solely during the Subscription Term, the right to download and use the Learning Resources or portions thereof in combination with Customer’s (non-ADG) learning material, with the express obligation that Customer remove and return or destroy all Learning Resources upon expiration or termination of the Subscription Term; ADG may audit Customer’ compliance with this post-Subscription Term obligation once annually for the two years following expiration or termination of the Agreement. 

2.2 Authorized Users. 

Customer may permit Authorized Users to use the LMS. Usage is limited to the Usage Metrics and volumes stated in the Order Form. Access credentials for the LMS may not be used by more than one individual, but may be transferred from one individual to another if the original user is no longer permitted to use the LMS. Customer is responsible for breaches of the Agreement caused by Authorized Users. 

2.3 Acceptable Use Policy. 

With respect to the LMS, Customer will not: (a) disassemble, decompile, reverse-engineer, copy, translate or make derivative works, (b) transmit any content or data that is unlawful or infringes any intellectual property rights, or (c) circumvent or endanger its operation or security. (d) use in high-risk activities including, without limiting the generality of the foregoing, in any direct or active operations of any equipment in any nuclear, aviation, mass transit, or medical applications, or in any other inherently dangerous operation. 

2.4 Verification of Use. 

Customer will monitor its own use of the LMS and report any use in excess of the Usage Metrics and volume. ADG may monitor use to verify compliance with Usage Metrics, volume and the Agreement. 

2.5 Suspension of LMS. 

ADG may suspend or limit use of the LMS if continued use may result in material harm to the LMS or its users. ADG will promptly notify Customer of the suspension or limitation. ADG will limit a suspension or limitation in time and scope as reasonably possible under the circumstances. 

2.6 Third Party Web Services. 

The LMS may include integrations with web services made available by third parties (other than ADG’ Affiliates) that are accessed through the LMS and subject to terms and conditions with those third parties. These third party web services are not part of the LMS and the Agreement does not apply to them. 

2.7 Mobile Access to LMS 

If applicable, Authorized Users may access certain LMSs through mobile applications obtained from third-party websites such as Android or Apple app store. The use of mobile applications may be governed by the terms and conditions presented upon download/access to the mobile application and not by the terms of the Agreement. 

2.8 On-Premise Components. 

The LMS may include on-premise components that can be downloaded and installed (including updates) by Customer. ADG’s SLA does not apply to these components. 

2.9 Third-Party Application. 

If Customer installs or enables a third-party application for use with a LMS, Customer (i) is solely responsible for obtaining and maintaining the license or other rights for its use of the third-party application, and (ii) grants ADG permission to allow the provider of that third- party application to access Customer Data as required for the interoperation of the third- party application and the LMS. 


3.1 Provisioning. 

ADG provides access to the LMS as described in the Agreement. ADG reserves the right to modify the course offerings and content of the online course library at any time. 

3.2 Support. 

ADG provides support for the LMS as referenced in the Order Form. 

3.3 Security. 

ADG uses reasonable security technologies in providing the LMS. As a data processor, ADG will implement technical and organizational measures referenced in the Order Form to secure personal data processed in the LMS in accordance with applicable data protection law. 

3.4 Modifications. 

(a) The LMS and ADG Policies may be modified by ADG. ADG will inform Customer of modifications by email, the support portal, release notes, Documentation or the LMS. The information will be delivered by email if the modification is not solely an enhancement. Modifications may include optional new features for the LMS, which Customer may use subject to the then-current Supplement and Documentation. (b) If Customer establishes that a modification is not solely an enhancement and materially reduces the LMS, Customer may terminate its subscriptions to the affected LMS by providing written notice to ADG within thirty days after receipt of ADG’ informational notice. 

3.5 Analyses. 

ADG or ADG’ Affiliates may create analyses utilizing, in part, Customer Data and information derived from Customer’s use of the LMS and Consulting Services, as set forth below (“Analyses”). Analyses will anonymize and aggregate information and will be treated as Materials. Unless otherwise agreed, personal data contained in Customer Data is only used to provide the LMS and Consulting Services. Analyses may be used for the following purposes: a) product improvement (in particular, product features and functionality, workflows and user interfaces) and development of new ADG products and services, b) improving resource allocation and support, c) internal demand planning, d) training and developing machine learning algorithms, e) improving product performance, f) verification of security and data integrity g) identification of industry trends and developments, creation of indices and anonymous benchmarking 


4.1 Customer Data. 

Customer is responsible for the Customer Data and entering it into the LMS. Customer grants to ADG (including ADG’ Affiliates and subcontractors) a nonexclusive right to process Customer Data solely to provide and support the LMS. 

4.2 Personal Data. 

Customer will collect and maintain all personal data contained in the Customer Data in compliance with applicable data privacy and protection laws. 

4.3 Security. 

Customer will maintain reasonable security standards for its Authorized Users’ use of the LMS. Customer will not conduct or authorize penetration tests of the LMS without advance approval from ADG. 

4.4 Access to Customer Data. 

(a) During the Subscription Term, Customer can access its Customer Data at any time. Customer may export and retrieve its Customer Data in a standard format. Export and retrieval may be subject to technical limitations, in which case ADG and Customer will find a reasonable method to allow Customer access to Customer Data. (b) Before the Subscription Term expires, if available, Customer may use ADG’ self-service export tools (as available) to perform a final export of Customer Data from the LMS. Alternatively, Customer may request data export through support ticket. 

(c) At the end of the Agreement, ADG will delete the Customer Data remaining on servers hosting the LMS unless applicable law requires retention. Retained data is subject to the confidentiality provisions of the Agreement. (d) In the event of third party legal proceedings relating to the Customer Data, ADG will cooperate with Customer and comply with applicable law (both at Customer’s expense) with respect to handling of the Customer Data. 


If applicable, ADG will provide the Consulting Services, as mutually agreed by Customer and ADG under a Statement of Work (“SOW”); such SOW(s) shall be subject to the terms of (i) the GTC and (ii) ADG’s Terms and Conditions and Privacy Policy available at (“Consulting Services Supplement”). The defined term “Consulting Services” under the Consulting Services Supplement shall mean solely those services set forth in the SOW. In the event of conflict, the terms of the SOW shall supersede the terms of the Consulting Services Supplement, which in turn shall supersede the terms of the GTC. 


6.1 Fees and Payment. 

Customer will pay fees as stated in the Order Form. Customer will be invoiced on Start Date (as provided in the applicable Order Form) for Year One. For each Subsequent Year and Renewal Term (if any), Customer will be invoiced in advance. Notwithstanding anything to the contrary, by electing credit card payment and inputting its billing and credit card information into the ADG system (via a link sent by ADG), Customer’s credit card on file will be charged in advance the annual fees for the Subscription Term (including any agreed-to renewal term), provided that Customer remains responsible for fees. ADG will also invoice Customer (or if applicable, charge Customer’s credit card) at the time Customer adds any enhanced or additional LMSs. ADG may provide invoices to an email address provided by Customer. Fees for non- recurring services will be invoiced by ADG on a one- time basis and paid by Customer upon commencement of the Subscription Term. Customer will reimburse ADG for all pre-approved (by Customer) and appropriately documented travel and related expenses incurred by ADG in performing any support for the LMS. After prior written notice, ADG may suspend Customer’s use of the LMS until payment is made. Customer cannot withhold, reduce or set-off fees owed nor reduce Usage Metrics during the Subscription Term. All Order Forms are non-cancellable and fees non-refundable. 

6.2 Excess Use 

Customer’s use of the LMS is subject to the Agreement, including the Usage Metrics and their volume stated in the Order Form. Any use of the LMS that exceeds this scope will be subject to additional fees. Fees accrue from the date the excess use began. ADG may invoice and Customer will pay for excess use based on applicable pricing in the Order Form. 

Customer will execute an additional Order Form to document subscriptions for additional Usage Metrics and their volume. 

6.3 Taxes. 

Fees and other charges imposed under an Order Form will not include taxes, all of which will be for Customer’s account. Customer is responsible for all taxes, other than ADG’ income and payroll taxes. Customer must provide to ADG any direct pay permits or valid tax-exempt certificates prior to signing an Order Form. If ADG is required to pay taxes (other than its income and payroll taxes), Customer will reimburse ADG for those amounts and indemnify ADG for any taxes and related costs paid or payable by ADG attributable to those taxes. 

6.4 Fee Increases 

At the beginning of each renewal term, ADG may increase fees to reflect annual increases in consumer prices or costs. This increase will not exceed the greater of the percentage stated in the most recent consumer price index selected by ADG or 3.3% per annum. The increase is applied on a cumulative, year-over-year basis beginning on either the start of the preceding term or date of last increase, whichever is later. Not raising fees is not a waiver of ADG’ right to do so. ADG may increase fees if Customer elects to reduce the LMS, Usage Metrics or volume for any renewal term. 

6.5 Payment 

Customer will pay to ADG all fees due within thirty (30) days of date of invoice. Unpaid fees will accrue interest at the maximum legal rate. Customer purchase orders are for administrative convenience and not a condition of payment. Payment is not dependent upon completion of any implementation or other services. 


7.1 Term. 

(a) Customer’s initial Subscription Term will begin on the Start Date (as provided in the applicable Order Form) and will be effective until the End Date (as provided therein), unless Customer is otherwise notified by ADG (“Initial Term”). “Year One” within the Initial Term is the period beginning on the Start Date and ending the day before the first anniversary of the Start Date. Each “Subsequent Year” within the Initial Term begins (commencing with the first anniversary of the Start Date) on the applicable anniversary of the Start Date and ends on the day before the next anniversary of the Start Date. If the initial Subscription Term is not provided under an Order Form, the Initial Term of such Order Form shall be one (1) Year from the Start Date or Effective Date of the Order Form (as provided in such Order Form). (b) The Initial Term and any renewals and extensions will automatically renew for terms equal in length to the immediately preceding term (each a “Renewal Term”). Auto-renewal 

will not occur if Customer notifies ADG of its intention not to renew at least one month in advance of the expiration of the current term, or ADG notifies Customer of its intention not to renew at least six months prior to the expiration of the current term. 

8.2 Termination. 

A party may terminate the Agreement: (a) upon thirty days written notice of the other party’s material breach unless the breach is cured during that thirty day period, (b) as permitted under Sections 3.4(b), 8.3(b), or 9.1(c) (with termination effective thirty days after receipt of notice in each of these cases), or (c) immediately if the other party files for bankruptcy, becomes insolvent, or makes an assignment for the benefit of creditors, or otherwise materially breaches Sections 13 or 14.6. 

8.3 Refund and Payments. 

For termination by Customer or an 9.1(c) termination, Customer will be entitled to: (a) a pro-rata refund in the amount of the unused portion of prepaid fees for the terminated subscription calculated as of the effective date of termination, and (b) a release from the obligation to pay fees due for periods after the effective date of termination. 

8.4 Effect of Expiration or Termination. 

Upon the effective date of expiration or termination of the Agreement: (a) Customer’s right to use the LMS (including accessing course library and ADG Content) and all ADG Confidential Information will end, (b) Confidential Information of the disclosing party will be returned or destroyed as required by the Agreement, and (c) termination or expiration of the Agreement does not affect other agreements between the parties. 

8.5 Survival. 

Sections 1, 6, 7.3, 7.4, 7.5, 9, 10, 11, 12 and 13 will survive the expiration or termination of the Agreement. 


9.1 Compliance with Law. 

Each party warrants its current and continuing compliance with all laws and regulations applicable to it in connection with: (a) in the case of ADG, the operation of ADG’ business as it relates to the LMS, and (b) in the case of Customer, the Customer Data and Customer’s use of the LMS. 

9.2 Good Industry Practices. 

ADG warrants that it will provide the LMS: (a) in substantial conformance with the Documentation; and (b) with the degree of skill and care reasonably expected from a skilled and experienced global supplier of services substantially similar to the nature and complexity of the LMS. 

9.3 Remedy. 

Customer’s sole and exclusive remedies and ADG’ entire liability for breach of the warranty under Section 9.2 will be: (a) the re-performance of the deficient LMS, and (b) if ADG fails to re-perform, Customer may terminate its subscription for the affected LMS. Any termination must occur within three months of ADG’ failure to re-perform. 

9.4 Warranty Exclusions. 

The warranties in Section 9.2 will not apply if: (a) the LMS is not used in accordance with the Agreement or Documentation, (b) any non-conformity is caused by Customer, or by any product or service not provided by ADG, or (c) the LMS was provided for no fee. 

9.5 Disclaimer. 

Except as expressly provided in the Agreement, neither ADG nor its subcontractors make any representation or warranties, express or implied, statutory or otherwise, regarding any matter, including the merchantability, suitability, originality, or fitness for a particular use or purpose, non-infringement or results to be derived from the use of or integration with any products or services provided under the Agreement, or that the operation of any products or services will be secure, uninterrupted or error free. Customer agrees that it is not relying on delivery of future functionality, public comments or advertising of ADG or product roadmaps in obtaining subscriptions for any LMS. 


10.1 Claims Brought Against Customer. 

(a) ADG will defend Customer against claims brought against Customer and its Affiliates by any third party alleging that Customer’s and its Affiliates’ use of the LMS infringes or misappropriates a patent claim, copyright, or trade secret right. ADG will indemnify Customer against all damages finally awarded against Customer (or the amount of any settlement ADG enters into) with respect to these claims. (b) ADG’ obligations under Section 10.1 will not apply if the claim results from (i) Customer’s breach of Section 2, (ii) use of the LMS in conjunction with any product or service not provided by ADG, or (iii) use of the LMS provided for no fee. 

(c) In the event a claim is made or likely to be made, ADG may (i) procure for Customer the right to continue using the LMS under the terms of the Agreement, or (ii) replace or modify the LMS to be non-infringing without a material decrease in functionality. If these options are not reasonably available, ADG or Customer may terminate Customer’s subscription to the affected LMS upon written notice to the other. 

10.2 Claims Brought Against ADG. 

Customer will defend ADG against claims brought against ADG and its Affiliates and subcontractors by any third party related to Customer Data. Customer will indemnify ADG against all damages finally awarded against ADG and its Affiliates and subcontractors (or the amount of any settlement Customer enters into) with respect to these claims. 

10.3 Third Party Claim Procedure. 

(a) The party against whom a third party claim is brought will timely notify the other party in writing of any claim, reasonably cooperate in the defense and may appear (at its own expense) through counsel reasonably acceptable to the party providing the defense. (b) The party that is obligated to defend a claim will have the right to fully control the defense. (c) Any settlement of a claim will not include a financial or specific performance obligation on, or admission of liability by, the party against whom the claim is brought. 

10.4 Exclusive Remedy. 

The provisions of Section 10 state the sole, exclusive, and entire liability of the parties, their Affiliates, Business Partners and subcontractors to the other party, and is the other party’s sole remedy, with respect to covered third party claims and to the infringement or misappropriation of third party intellectual property rights. 


11.1 Unlimited Liability. 

Neither party will exclude or limit its liability for damages resulting from: (a) unauthorized use or disclosure of Confidential Information, (b) death or bodily injury arising from either party’s gross negligence or willful misconduct, or (c) any failure by Customer to pay any fees due under the Agreement. 

11.2 Liability Cap. 

Subject to Sections 11.1 and 11.3, the maximum aggregate liability of either party (or its respective Affiliates or ADG’ subcontractors) to the other or any other person or entity for all events (or series of connected events) arising in any twelve month period will not exceed the annual subscription fees paid for the applicable LMS directly causing the damage for 

three (3) months within that same twelve month period. Any “twelve month period” commences on the Subscription Term start date or any of its yearly anniversaries. 

11.3 Exclusion of Damages. 

Subject to Section 11.1: (a) neither party (nor its respective Affiliates or ADG’ subcontractors) will be liable to the other party for any special, incidental, consequential, or indirect damages, loss of good will or business profits, work stoppage or for exemplary or punitive damages, and (b) ADG will not be liable for any damages caused by any LMS provided for no fee. 

11.4 Risk Allocation. 

The Agreement allocates the risks between ADG and Customer. The fees for the LMS and Consulting Services reflect this allocation of risk and limitations of liability. 


12.1 ADG Ownership. 

ADG owns all intellectual property rights in and related to the LMS, Materials, Documentation, ADG Content, Consulting Services, design contributions, related knowledge or processes, and any derivative works of them. All rights not expressly granted to Customer are reserved to ADG. 

12.2 Customer Ownership. 

Customer retains all rights in and related to the Customer Data. ADG may use Customer- provided trademarks solely to provide and support the LMS. 

12.3 Non-Assertion of Rights. 

Customer covenants, on behalf of itself and its successors and assigns, not to assert against ADG and its Affiliates any rights, or any claims of any rights, in any LMS, Materials, Documentation, ADG Content or Consulting Services. 


13.1 Use of Confidential Information. (a) The receiving party will protect all Confidential Information of the disclosing party as strictly confidential to the same extent it protects its own Confidential Information, and not less than a reasonable standard of care. Receiving party will not disclose any Confidential Information of the disclosing party to any person other than its personnel, representatives or Authorized Users whose access is necessary to enable it to exercise its rights or perform its obligations under the Agreement and who are under obligations of confidentiality 

substantially similar to those in Section 13. Customer will not disclose the Agreement or the pricing to any third party. (b) Confidential Information of either party disclosed prior to execution of the Agreement will be subject to Section 13. (c) In the event of legal proceedings relating to the Confidential Information, the receiving party will cooperate with the disclosing party and comply with applicable law (all at disclosing party’s expense) with respect to handling of the Confidential Information. 

13.2 Exceptions. 

The restrictions on use or disclosure of Confidential Information will not apply to any Confidential Information that: (a) is independently developed by the receiving party without reference to the disclosing party’s Confidential Information, (b) is generally available to the public without breach of the Agreement by the receiving party, (c) at the time of disclosure, was known to the receiving party free of confidentiality restrictions, or (d) the disclosing party agrees in writing is free of confidentiality restrictions. 

13.3 Publicity. 

Neither party will use the name of the other party in publicity activities without the prior written consent of the other, except that Customer agrees that ADG may use Customer's name in customer listings or quarterly calls with its investors or, at times mutually agreeable to the parties, as part of ADG' marketing efforts (including reference calls and stories, press testimonials, site visits). Customer agrees that ADG may share information on Customer with its Affiliates for marketing and other business purposes and that it has secured appropriate authorizations to share Customer employee contact information with ADG. 


14.1 Severability. 

If any provision of the Agreement is held to be invalid or unenforceable, the invalidity or unenforceability will not affect the other provisions of the Agreement. 

14.2 No Waiver. 

A waiver of any breach of the Agreement is not deemed a waiver of any other breach. 

14.3 Electronic Signature. 

Electronic signatures that comply with applicable law are deemed original signatures. 

14.4 Regulatory Matters. 

ADG Confidential Information is subject to export control laws of various countries, including the laws of the United States, the UK and Germany. Customer will not submit ADG Confidential Information to any government agency for licensing consideration or other regulatory approval, and will not export ADG Confidential Information to countries, persons or entities if prohibited by export laws. 

14.5 Notices. 

All notices will be in writing and given when delivered to the address set forth in an Order Form with copy to the legal department. Notices by ADG relating to the operation or support of the LMS and those under Sections 3.4 and 6.1 may be in the form of an electronic notice to Customer’s authorized representative at or administrator identified in the Order Form. 

14.6 Assignment. 

Without ADG’ prior written consent, Customer may not assign or transfer the Agreement (or any of its rights or obligations) to any party. ADG may assign the Agreement to ADG Affiliates. 

14.7 Subcontracting. 

ADG may subcontract parts of the LMS or Consulting Services to third parties. ADG is responsible for breaches of the Agreement caused by its subcontractors. 

14.8 Relationship of the Parties. 

The parties are independent contractors, and no partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties is created by the Agreement. 

14.9 Force Majeure. 

Any delay in performance (other than for the payment of amounts due) caused by conditions beyond the reasonable control of the performing party is not a breach of the Agreement. The time for performance will be extended for a period equal to the duration of the conditions preventing performance. 

14.10 Governing Law. 

The Agreement and any claims relating to its subject matter will be governed by and construed under the laws of the State of Utah, without reference to its conflicts of law principles. All disputes will be subject to the exclusive jurisdiction of the courts located in Salt Lake County, State of Utah. The United Nations Convention on Contracts for the 

International Sale of Goods and the Uniform Computer Information Transactions Act (where enacted) will not apply to the Agreement. Either party must initiate a cause of action for any claim(s) relating to the Agreement and its subject matter within one year from the date when the party knew, or should have known after reasonable investigation, of the facts giving rise to the claim(s). 

14.11 Entire Agreement. 

The Agreement constitutes the complete and exclusive statement of the agreement between ADG and Customer in connection with the parties’ business relationship related to the subject matter of the Agreement. All previous representations, discussions, and writings (including any confidentiality agreements) are merged in and superseded by the Agreement and the parties disclaim any reliance on them. The Agreement may be modified solely in writing signed by both parties, except as permitted under Section 3.4. An Agreement will prevail over terms and conditions of any Customer-issued purchase order, which will have no force and effect, even if ADG accepts or does not otherwise reject the purchase order. 


1.1 “Active Users” is a pricing metric that measures each User that logs into the LMS in a calendar month; Customer is not authorized to exceed the number of Active Users licensed hereunder in a calendar month. For clarity, once a User becomes an Active User for the thirty-day period, there is no limit to the number of times they can log in within that thirty- day period. 

1.2 “Affiliate” of a party means any legal entity in which a party, directly or indirectly, holds more than fifty percent (50%) of the entity’s shares or voting rights. Any legal entity will be considered an Affiliate as long as that interest is maintained. 

1.3 “Agreement” means collectively, this GTC along with the Order Form referencing this GTC. Each Order Form in combination with this GTC constitutes a separate Agreement between Customer and ADG. If there is conflict between the terms of this GTC and an Order Form, then the terms of such Order Form shall prevail, but only with respect to the LMSs licensed through that particular Order Form. 

1.4 “Authorized User” means any individual to whom Customer grants access authorization to use the LMS that is an employee, agent, contractor or representative of (a) Customer, (b) Customer's Affiliates, and/or (c) Customer’s and Customer’s Affiliates’ Business Partners. 

1.5 “Business Partner” means a legal entity that requires use of a LMS in connection with Customer’s and its Affiliates’ internal business operations. These may include customers, distributors, service providers and/or suppliers of Customer. 

1.6 “ADG Content” means Content and Learning Resources created by or for ADG, or otherwise provided by ADG to Customer. Unless excepted, “ADG Content” is included in each reference to LMSs in this Agreement. 

1.7 “ADG Policies” means the operational guidelines and policies applied by ADG to provide and support the LMS as incorporated in an Order Form. 

1.8 “LMS” means any distinct, subscription-based, hosted, supported and operated on- demand solution provided by ADG under an Order Form. The term “LMS” includes On- Demand Service (as provided in an applicable Order Form), ADG Content and Learning Management Systems. 

1.9 “Cloud Materials” or “Materials” mean any materials provided or developed by ADG (independently or with Customer’s cooperation) in the course of performance under the Agreement, including in the delivery of any support or Consulting Services to Customer. Cloud Materials do not include the Customer Data, Customer Confidential Information or the LMS. 

1.10 “Confidential Information" means (a) with respect to Customer: (i) the Customer Data, (ii) Customer marketing and business requirements, (iii) Customer implementation plans, and/or (iv) Customer financial information, and (b) with respect to ADG: (i) the LMS, Documentation, Cloud Materials, ADG Content and analyses under Section 3.5, and (ii) information regarding ADG research and development, product offerings, pricing and availability. (c) Confidential Information of either ADG or Customer also includes information which the disclosing party protects against unrestricted disclosure to others that (i) the disclosing party or its representatives designates as confidential at the time of disclosure, or (ii) should reasonably be understood to be confidential given the nature of the information and the circumstances surrounding its disclosure. 

1.11 “Consulting Services” means professional services, such as implementation, configuration, custom development and training, performed by ADG’ employees or subcontractors as described in any Order Form and which are governed by the Supplement for Consulting Services or similar agreement. 

1.12 “Content” means courseware content that is created or viewed within a LMS (including, without limitation, artwork, images, text, audio, video, messaging, Internet links, software and other related creative elements and works of authorship). 

1.13 “Customer Content” means courses proprietary to Customer or a third party that Customer creates, launches or administers in the ADG LMS. 

1.14 “Customer Data” means any content, materials, data and information that Authorized Users enter into the production system of a LMS or that Customer derives from its use of and stores in the LMS (e.g. Customer-specific reports). Customer Data and its derivatives will not include ADG’ Confidential Information. 

1.15 “Documentation” means ADG' then-current technical and functional documentation as well as any roles and responsibilities descriptions, if applicable, for the LMS which is made available to Customer with the LMS. 

1.16 “Learning Management System” or “LMS” means any ADG learning management system through which a learner can register and participate in Content, and a learning manager can administer and view reports on the learner’s activities; the LMS may enable Customer to create and view Customer Content. LMS includes any training system ADG provides to Customer under an Order. 

1.17 “Learning Resources” means (other-than subscribed course) items that Customer may download from the course library, or that ADG may otherwise provide, such as ancillary learning material like workbooks, graphics, or course-completion promotional collateral that Customer may use pursuant to this Agreement to supplement subscribed courses in its internal curriculum to its learners. Unless excepted, “Learning Resources” is included in each reference to ADG Content in this Agreement. 

1.18 “Named Users” means a specific User that has login access to an ADG LMS during the annual term. 

1.19 “Order Form” means the ordering document for a LMS that references the GTC. The term “Order Form” includes but is not limited to Schedule, Sales Order, Order, Renewal Order or similar so-titled documents, along with all of its exhibits and attachments, which is issued pursuant to or refer to this GTC and is executed by Customer and ADG. 

1.20 “Subscription Term” means the term of a LMS subscription identified in the applicable Order Form, including all renewals. 

1.21 “Supplement” means as applicable, the supplemental terms and conditions that apply to the LMS and that are incorporated in an Order Form. 

1.22 “Usage Metric” means the standard of measurement for determining the permitted use and calculating the fees due for a LMS as set forth in an Order Form. 


1.23 “Users” shall mean any person, third party, or entity that has login access to LMSs.