Youth IT Academy
Terms and Conditions
These terms apply to and are incorporated by reference into the Youth IT Academy training enrollment and set forth the terms and conditions under which Youth IT Academy will provide the Customer with access to all of our course material, training, services, and professional learning community, which will hereinafter collectively be referred to as our “services.”
Youth IT Academy and Customer hereby agree as follows:
1. LICENSE GRANT AND RIGHT OF USE
1.1. License Grant. Subject to all limitations and restrictions contained herein, Youth IT Academy grants Customer a term subscription, nonexclusive, and nontransferable right to access our services.
1.2. Use. Customer will have a limited right and license to use our services solely for personal educational purposes. Customer shall not frame, syndicate, distribute, replicate, or copy any portion of our services. Customer shall not allow any third party to use Customer’s account to gain access to our services or to frame, syndicate, distribute, replicate, or copy any portion of our services.
1.3. License Type. Unless otherwise specified in writing, the type of license granted is a per personal User Account. Customer shall ensure that the number of the active User Accounts is equal to or less than the number of User Accounts for which the Customer has subscribed. Customer is responsible for ensuring that access to a User Account is not shared. Only one individual may authenticate to one User Account. Hardware or software Customer uses to pool connections, reroute information, or reduce the number of users that directly access or use the services (sometimes referred to as "multiplexing" or "pooling"), does not reduce the number of licenses or active User Accounts Customer needs. A “User Account” subscription license means that the services licensed may be Used by one individual user.
1.4. Additional Restrictions. In no event will Customer disassemble, decompile, or reverse engineer our services or permit others to do so. Disassembling, decompiling, and reverse engineering include, without limitation: (i) converting the service from a machine-readable form into a human-readable form; (ii) disassembling or decompiling the service by using any means or methods to translate machine-dependent or machine-independent object code into the original human-readable source code or any approximation thereof; (iii) examining the machine-readable object code that controls the service’s operation and creating the original source code or any approximation thereof by, for example, studying the service’s behavior in response to a variety of inputs; or (iv) performing any other activity related to the service that could be construed to be reverse engineering, disassembling, or decompiling. To the extent any such activity may be permitted pursuant to written agreement, the results thereof will be deemed Confidential Information subject to the requirements of these Terms.
1.5. Authorized Users. Unless otherwise specifically provided in writing, “Authorized Users” will only consist of one trainee as specified in training sign up.
1.6. Customer License Grant. Customer grants to Youth IT Academy a non-exclusive, royalty-free license to access, use, reproduce, modify, perform, display and distribute Customer data as is reasonable or necessary for Youth IT Academy to perform or provide the service.
1.7. Third Party Software. The Services may contain third party software that requires notices and/or additional terms and conditions. Such required third party software notices and/or additional terms and conditions may be requested from Youth IT Academy and are made a part of and incorporated by reference into these Terms. By accepting these Terms, Customer is also accepting the additional terms and conditions, if any, set forth therein.
2. PAYMENT
2.1. Fees. Customer shall pay Youth IT Academy the fees indicated on course sign up. Unless otherwise specified in writing, all fees are to be paid to Youth IT Academy automatically on a monthly subscription basis. If Customer is delinquent on a payment of fees, Youth IT Academy may suspend access to the service. Additionally, Youth IT Academy does not issue refunds for trainee lack of participation. The customer is paying for access to training. It is up to the customer to take advantage of it.
2.2. Taxes. The license, service fees, and other amounts required to be paid hereunder do not include any amount for taxes or levy (including interest and penalties). Customer shall reimburse Youth IT Academy and hold Youth IT Academy harmless for all sales, use, VAT, excise, property or other taxes or levies which Youth IT Academy is required to collect or remit to applicable tax authorities. This provision does not apply to Youth IT Academy’s income or franchise taxes, or any taxes for which Customer is exempt, provided Customer has furnished Youth IT Academy with a valid tax exemption certificate.
3. HOSTING
3.1. Service Availability. Youth IT Academy will use reasonable efforts to achieve Youth IT Academy’s availability goals.
4. OWNERSHIP
4.1. Reservation of Rights. By using our services, Customer irrevocably acknowledges that, subject to the licenses granted herein, Customer has no ownership interest in the services or materials provided to Customer. Youth IT Academy will own all right, title, and interest in services and materials, subject to any limitations associated with intellectual property rights of third parties. Youth IT Academy reserves all rights not specifically granted herein.
4.2. Marks and Publicity. Youth IT Academy trademarks, trade names, service marks, and logos, whether or not registered (“Marks”), are the sole and exclusive property of Youth IT Academy, which owns all right, title and interest therein. Youth IT Academy may: (i) quote the Customer’s statements in one or more press releases; and/or (ii) make such other use of the Customer’s statements and feedback.
5. CONFIDENTIALITY
5.1. Definition. “Confidential Information” includes all information marked pursuant to this Section and disclosed by either party, before or after the training start date, and generally not publicly known, whether tangible or intangible and in whatever form or medium provided, as well as any information generated by a party that contains, reflects, or is derived from such information. For clarity, the term ‘Confidential Information’ does not include any personally identifiable information. Obligations with respect to personally identifiable information (if any) are set forth in the ‘Data Processing Agreement.’
5.2. Confidentiality of Services. Notwithstanding the foregoing, the following is deemed Youth IT Academy Confidential Information with or without such marking or written confirmation: (i) the services and course materials furnished by Youth IT Academy; (ii) the oral and visual information relating to the services; and (iii) these Terms.
5.3. Exceptions. Without granting any right or license, the obligations of the parties hereunder will not apply to any material or information that: (i) is or becomes a part of the public domain through no act or omission by the receiving party; (ii) is independently developed by the other party without use of the disclosing party’s Confidential Information; (iii) is rightfully obtained from a third party without any obligation of confidentiality; or (iv) is already known by the receiving party without any obligation of confidentiality prior to obtaining the Confidential Information from the disclosing party. In addition, neither party will be liable for disclosure of Confidential Information if made in response to a valid order of a court or authorized agency of government, provided that notice is promptly given to the disclosing party so that the disclosing party may seek a protective order and engage in other efforts to minimize the required disclosure. The parties shall cooperate fully in seeking such protective order and in engaging in such other efforts.
5.4. Ownership of Confidential Information. Nothing in these Terms will be construed to convey any title or ownership rights to the services or other Confidential Information to Customer or to any patent, copyright, trademark, or trade secret embodied therein, or to grant any other right, title, or ownership interest to the Youth IT Academy’s Confidential Information. Neither party shall, in whole or in part, sell, lease, license, assign, transfer, or disclose the Confidential Information to any third party and shall not copy, reproduce or distribute the Confidential Information except as expressly permitted in these Terms. Each party shall take every reasonable precaution, but no less than those precautions used to protect its own Confidential Information, to prevent the theft, disclosure, and the unauthorized copying, reproduction or distribution of the Confidential Information.
5.5. Non-Disclosure. Each party agrees at all times to use all reasonable efforts, but in any case no less than the efforts that each party uses in the protection of its own Confidential Information of like value, to protect Confidential Information belonging to the other party. Each party agrees to restrict access to the other party’s Confidential Information only to those employees or Subcontractors who: (i) require access in the course of their assigned duties and responsibilities; and (ii) have agreed in writing to be bound by provisions no less restrictive than those set forth in this Section.
5.6. Injunctive Relief. Customer acknowledges that any unauthorized disclosure or use of the Confidential Information would cause the Youth IT Academy imminent irreparable injury and that such party will be entitled to, in addition to any other remedies available at law or in equity, temporary, preliminary, and permanent injunctive relief.
5.7. Suggestions/Improvements to Services. Notwithstanding this Section, unless otherwise expressly agreed in writing, all suggestions, solutions, improvements, corrections, and other contributions provided by Customer regarding the Services or other Youth IT Academy materials provided to Customer will be owned by Youth IT Academy, and Customer hereby agrees to assign any such rights to Youth IT Academy. Nothing in these Terms will preclude Youth IT Academy from using in any manner or for any purpose it deems necessary, the know-how, techniques, or procedures acquired or used by Youth IT Academy in the performance of services hereunder.
6. WARRANTY
6.1. No Malicious Code. To the knowledge of Youth IT Academy, the services do not contain any malicious code, program, or other internal component (e.g. computer virus, computer worm, computer time bomb, or similar component), which could damage, destroy, or alter the services, or which could reveal, damage, destroy, or alter any data or other information accessed through or processed by the services in any manner. This warranty will be considered part of and covered under the provisions of these Terms. Customer must: (i) notify Youth IT Academy promptly in writing of any nonconformance under this warranty; (ii) provide Youth IT Academy with reasonable opportunity to remedy any nonconformance under the provisions of these Terms; and (iii) provide reasonable assistance in identifying and remedying any nonconformance.
6.2. Authorized Representative. Customer and Youth IT Academy warrant that each has the right to enter into these Terms and that these Terms and the services executed hereunder will be executed by an authorized representative of each entity.
6.3. Services Warranty. Youth IT Academy and Customer warrant that all services and interactions performed hereunder shall be performed in a workmanlike and professional manner.
6.4. Disclaimer of Warranties. Any and all of SOFTWARE, SERVICES, CONFIDENTIAL INFORMATION and any other technology or materials provided by YOUTH IT ACADEMY to the CUSTOMER are provided “as is” and without warranty of any kind. EXCEPT AS OTHERWISE EXPRESSLY STATED IN SECTION 6 OF THESE TERMS. YOUTH IT ACADEMY MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. NEITHER YOUTH IT ACADEMY (NOR ANY OF ITS SUBSIDIARIES, AFFILIATES, SUPPLIERS OR LICENSORS) WARRANTS OR REPRESENTS THAT THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. CUSTOMER ACKNOWLEDGES THAT THERE ARE RISKS INHERENT IN INTERNET CONNECTIVITY THAT COULD RESULT IN THE LOSS OF CUSTOMER’S PRIVACY, DATA, CONFIDENTIAL INFORMATION, AND PROPERTY.
7. INDEMNIFICATION
7.1. No Liability. Youth IT Academy will have no liability for any claim of infringement based on: (i) Third party software; (ii) Customer’s use of the Services in conjunction with data where use with such data gave rise to the infringement claim; or (iii) Customer’s use of the Software outside the permited scope of these Terms.
7.3. Remedies. Should the services become, or in Youth IT Academy’s opinion is likely to become, the subject of a claim of infringement, Youth IT Academy may, at its option, (i) obtain the right for Customer to continue using the Software, (ii) replace or modify the Software so it is no longer infringing or reduces the likelihood that it will be determined to be infringing, or (iii) if neither of the foregoing options is commercially reasonable, terminate the access and Use of the services. Upon such termination, Customer shall cease accessing the services and Customer agree Youth IT Academy is not liable for damages or refunds. THIS SECTION 7 STATES THE ENTIRE LIABILITY OF YOUTH IT ACADEMY WITH RESPECT TO ANY CLAIM OF INFRINGEMENT REGARDING THE SERVICES.
7.4. Customer Indemnity. Customer agrees to defend, indemnify, and hold Youth IT Academy and its officers, directors, employees, consultants, and agents harmless from and against any and all damages, costs, liabilities, expenses (including, without limitation, reasonable attorneys’ fees), and settlement amounts incurred in connection with any claim arising from or relating to Customer’s: (i) breach of any of its obligations set forth in Section 10 (Customer Obligations); (ii) Customer’s gross negligence or willful misconduct; (iii) actual or alleged use of the software in violation of these Terms or applicable law by Customer; (iv) any actual or alleged infringement or misappropriation of third party intellectual property rights arising from data provided to Youth IT Academy by the Customer or otherwise inputted into the services by the Customer.
7.5. Indemnification Procedures. Each indemnifying party’s obligations as set forth in this Section are subject to the other party: (i) giving the indemnifying party prompt written notice of any such claim or the possibility thereof; (ii) giving the indemnifying party sole control over the defense and settlement of any such claim; and (iii) providing full cooperation in good faith in the defense of any such claim.
8. LIMITATION OF LIABILITY
8.1. Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL YOUTH IT ACADEMY BE LIABLE UNDER ANY THEORY OF LIABILITY, WHETHER IN AN EQUITABLE, LEGAL, OR COMMON LAW ACTION ARISING HEREUNDER FOR CONTRACT, STRICT LIABILITY, INDEMNITY, TORT (INCLUDING NEGLIGENCE), ATTORNEYS FEES AND COSTS, OR OTHERWISE, FOR DAMAGES WHICH, IN THE AGGREGATE, EXCEED THE AMOUNT OF THE FEES PAID BY CUSTOMER FOR THE SERVICES WHICH GAVE RISE TO SUCH DAMAGES.
8.2. Disclaimer of Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL YOUTH IT ACADEMY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND AND HOWEVER CAUSED INCLUDING, BUT NOT LIMITED TO, ATTORNEYS FEES AND COSTS, BUSINESS INTERRUPTION OR LOSS OF PROFITS, BUSINESS OPPORTUNITIES, OR GOODWILL. ADDITIONALLY, YOUTH IT ACADEMY DOES NOT GUARANTEE JOB PLACEMENT OR CCNA CERTIFICATION. CUSTOMER AGREES TO HOLD YOUTH IT ACADEMY HARMLESS IN THE EVENT THAT CUSTOMER OR TRAINEE IS UNABLE TO ATTAIN CCNA CERTIFICATION OR JOB PLACEMENT.
8.3 CUSTOMER AGREES THAT CUSTOMER ACCESSES ALL SERVICES AT CUSTOMER’S OWN RISK. CUSTOMER HOLDS YOUTH IT ACADEMY HARMLESS FROM ANY DAMAGES ARISING FROM THE USE OF YOUTH IT ACADEMY SERVICES AND KNOWLEDGE GAINED THROUGH THOSE SERVICES, INCLUDING BUT NOT LIMITED TO TRAINING, ONLINE DISCUSSION, USAGE OF YOUTH IT ACADEMY’S PROFESSIONAL LEARNING COMMUNITY, THIRD PARTIES MET THROUGH YOUTH IT ACADEMY’S PROFESSIONAL LEARNING COMMUNITY, THIRD PARTY SOFTWARE USEAGE AND DOWNLOADS, USE OF SECURITY AND HACKING METHODS LEARNED, ANY DOWNLOADS MADE DURING THE USE OF YOUTH IT ACADEMY SERVICES, RECOMMENDED SUPPLEMENTAL TRAINING EQUIPMENT PURCHASED, AND THE USE OF RECOMMENDED TRAINING EQUIPMENT.
8.4. THE FOREGOING LIMITATIONS APPLY EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
9. TERM AND TERMINATION
9.1. Subscription Term. The term of these Terms will continue until the termination of Youth IT Academy site membership and services.
9.2. Termination by Youth IT Academy. These Terms and any license created hereunder may be terminated by Youth IT Academy at Youth IT Academy’s discretion.
9.3. Termination by Customer. Customer may terminate subscription to services at any time.
9.4. Effect of Termination. Upon termination of these Terms, Customer shall no longer access the services and Customer shall not circumvent any security mechanisms contained therein.
9.5. Other Remedies. Termination of Terms will not limit either party from pursuing other remedies available to it, including injunctive relief, nor will such termination relieve Customer’s obligation to pay all fees that have accrued or are otherwise owed by Customer under these Terms.
10. CUSTOMER OBLIGATIONS
10.1. Customer agrees that no employees of Youth IT Academy will be required to individually sign any agreement in order to perform any services hereunder including, but not limited to, access agreements, security agreements, facilities agreements or individual confidentiality agreements.
10.2. Customer agrees to comply with all applicable laws, regulations, and ordinances relating to these Terms.
10.3. The Customer shall be obliged to keep the login names and the passwords required for the use of the services confidential, to keep it in a safe place, and to protect it against unauthorized access by third parties with appropriate precautions.
10.4. Before entering its data and information, the Customer shall be obliged to check the same for viruses or other harmful components and to use state of the art anti-virus programs for this purpose. In addition, the Customer itself shall be responsible for the entry and the maintenance of its data.
10.5. Youth IT Academy has the right (but not the obligation) to suspend access to the services or remove any data or content transmitted via the Application without liability.
11. MISCELLANEOUS
11.1. Assignment. Customer may not assign these Terms or otherwise transfer any license created hereunder whether by operation of law, change of control, or in any other manner, without the prior written consent of Youth IT Academy. Any purported assignment of these Terms, or any license or rights in violation of this Section will be deemed void. The Youth IT Academy may assign, in whole or in part, its rights, interests, and obligations hereunder without limitation.
11.2. Third Parties. Youth IT Academy will have the right to use third parties, including, but not limited to, employees of Youth IT Academy’s affiliates and subsidiaries (“Subcontractors”) in performance of its obligations and services hereunder and, for purposes of these Terms, all references to Youth IT Academy or its employees will be deemed to include such Subcontractors.
11.3. Compliance with Laws. Both parties agree to comply with all applicable laws, regulations, and ordinances relating to such party’s performance under these Terms.
11.4. Survival. The provisions set forth in Sections 2, 4, 5, 6.4, 8, 9.3, 9.4 and 11 of these Terms will survive termination or expiration of these Terms and any applicable license hereunder.
11.5. Notices. Any notice required under these Terms shall be given in writing and will be deemed effective upon delivery to the party to whom addressed. All notices shall be sent to the applicable address specified on training sign up or to such other address as the parties may designate in writing. Any notice of material breach will clearly define the breach including the specific contractual obligation that has been breached.
11.6. Force Majeure. Youth IT Academy will not be liable to Customer for any delay or failure of Youth IT Academy to perform its obligations hereunder if such delay or failure arises from any cause or causes beyond the reasonable control of Youth IT Academy. Such causes will include, but are not limited to, acts of God, floods, fires, loss of electricity or other utilities, or delays by Customer in providing required resources or support or performing any other requirements hereunder.
11.7. Entire Agreement. These Terms constitute the entire agreement between the parties regarding the subject matter hereof and supersedes all proposals and prior discussions and writings between the parties with respect to the subject matter contained herein.
11.8. Modifications. The parties agree that these Terms can be altered by Youth IT Academy at any time. Customer will be notified of any changes to Terms.
11.11. Non-compete. During the term of these Terms and for a period of two (2) years thereafter, Customer agrees not to hire, solicit, nor attempt to solicit, the services of any employee or Subcontractor of Youth IT Academy without the prior written consent of Youth IT Academy. Customer further agrees not to hire, solicit, nor attempt to solicit, the services of any former employee or Subcontractor of Youth IT Academy for a period of one (1) year from such former employee’s or Subcontractor’s last date of service with Youth IT Academy. Violation of this provision will entitle Youth IT Academy to liquidated damages against Customer equal to two hundred percent (200%) of the solicited person’s gross annual compensation. Customer also agrees not to deploy any business offering competing job skills training within ten (10) years of accessing Youth IT Academy services.
11.12. Headings. Headings are for reference purposes only, have no substantive effect, and will not enter into the interpretation hereof.
11.13. No Waiver. No failure or delay in enforcing any right or exercising any remedy will be deemed a waiver of any right or remedy.
11.14. Severability and Reformation. Each provision of these Terms is a separately enforceable provision. If any provision of these Terms is determined to be or becomes unenforceable or illegal, such provision will be reformed to the minimum extent necessary in order for these Terms to remain in effect in accordance with its terms as modified by such reformation.
11.15. Independent Contractor. Youth IT Academy is an independent contractor and nothing in these Terms will be deemed to make Youth IT Academy an agent, employee, partner, or joint venturer of Customer. Neither party will have authority to bind, commit, or otherwise obligate the other party in any manner whatsoever.
11.16. Governing Law; Venue. The laws of the State of Texas, USA govern the interpretation of these Terms, regardless of conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods (1980) and the Uniform Computer Information Transactions Act (UCITA) are hereby excluded in their entirety from application to these Terms. The parties agree that the federal and state courts located in Harris County, Texas, USA will have exclusive jurisdiction for any dispute arising under, out of, or relating to these Terms. Mediation will be held in Houston, Texas, USA.
11.17. Dispute Resolution. Negotiations. Where there is a dispute, controversy, or claim arising under, out of, or relating to these Terms, the aggrieved party shall notify the other party in writing of the nature of such dispute with as much detail as possible about the alleged deficient performance of the other party. Mediation. Any dispute, controversy, or claim arising under, out of, or relating to these Terms and any subsequent amendments of these Terms, including, without limitation, its formation, validity, binding effect, interpretation, performance, breach, or termination, as well as non-contractual claims, and any claims with respect to the validity of this mediation agreement (hereinafter the “Dispute”), shall be submitted to mediation in accordance with the then-current WIPO Mediation Rules. The language to be used in the mediation will be English. Opportunity to Cure. Notwithstanding anything contained hereunder, Customer agrees and acknowledges that no dispute resolution or litigation will be pursued by Customer for any breach of these Terms until and unless Youth IT Academy has had an opportunity to cure any alleged breach. Customer agrees to provide Youth IT Academy with a detailed description of any alleged failure and a description of the steps that Customer understands must be taken by Youth IT Academy to resolve the failure. Youth IT Academy shall have sixty (60) days from Youth IT Academy’s receipt of Customer’s notice to complete the cure. Injunctive Relief. The parties agree that it will not be inconsistent with their duty to mediate to seek injunctive or other interim relief from a competent court. The parties, in addition to all other available remedies, shall each have the right to initiate an action in any court of competent jurisdiction in order to request injunctive or other interim relief with respect to a violation of intellectual property rights or confidentiality obligations. The choice of venue does not prevent a party from seeking injunctive or any interim relief in any appropriate jurisdiction.
Updated: February 21, 2020.