Terms

Terms of Service 
These Terms of Service apply to the ARCHER CAREER TECHNOLOGIES, LLC Portal provided by ARCHER CAREER TECHNOLOGIES LLC., hereafter ARCHER

1. Your Relationship with ARCHER

1.1 Your use of ARCHER’s products, software, services and web sites (collectively referred to herein as the “Services” and specifically excluding any services provided to You by ARCHER under a separate written agreement, if any) is subject to the terms of a legal agreement between you and ARCHER. “ARCHER” means ARCHER, whose principal place of business is located at ARCHER, Chicago, Illinois. This document explains how the agreement is made up, and sets out the terms of that agreement.

1.2 Unless otherwise agreed in writing with ARCHER, your agreement with ARCHER will always include, at a minimum, the terms and conditions set out in this document. These are referred to below as the “Terms”.

1.3 These Terms form a legally binding agreement between you and ARCHER in relation to your use of the Services. It is important that you take the time to read them carefully.

2. Accepting the Terms

2.1 In order to use the Services, you must first agree to the Terms. You may not use the Services if you do not accept the Terms.

2.2 You can accept the Terms by:

(a) clicking to accept or agree to the Terms, where this option is made available to you by ARCHER in the user interface for any Service; or

(b) by actually using the Services. In this case, you understand and agree that ARCHER will treat your use of the Services as acceptance of the Terms from that point forward.

3. Provision of the Services by ARCHER

3.1 ARCHER has subsidiaries and affiliated legal entities (“Subsidiaries and Affiliates”). Sometimes, these companies may be providing the Services to you on behalf of ARCHER itself. You acknowledge and agree that Subsidiaries and Affiliates will be entitled to provide the Services to you.

3.2 ARCHER is constantly striving to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which ARCHER provides may change from time to time without prior notice to you.

3.3 As part of this continuing innovation, you acknowledge and agree that ARCHER may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally at ARCHER’s sole discretion, without prior notice to you. You may stop using the Services at any time. You do not need to specifically inform ARCHER when you stop using the Services.

3.4 You acknowledge and agree that if ARCHER disables access to your account, you may be prevented from accessing the Services, your account details or any files, and/or other content which is contained in your account.

4. Use of the Services by You 

4.1 You agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).

4.2 You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).

4.3 You agree not to share your password or login information with any third parties without ARCHER’s express written consent except in accordance with Section 14.7.

4.4 You agree not to use any robot, spider, data miner, crawler, scraper or other automated means to access or index the Services or any portion thereof, including but not limited to any metadata associated with the Services.

4.5 You agree not to (or attempt to) bypass, modify, defeat, tamper with or circumvent any of the security components, special rules or other applications that protect the Services.

4.6 You agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose unless you have been specifically permitted to do so in a separate agreement with ARCHER.

4.7 You agree that you are solely responsible for (and that ARCHER has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which ARCHER may suffer) of any such breach.

5. Content in the Services 

5.1 You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) which you may have access to as part of, or through your use of, the Services are the sole responsibility of the person from which such content originated. ARCHER makes no statement as to the usability, authenticity or rights to the information as only they are solely the responsibility of the content originator.  All such information is referred to below as the “Content.”

5.2 You should be aware that Content presented to you as part of the Services may be protected by intellectual property rights which are owned by ARCHER or third parties who provide that Content to ARCHER (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this Content (either in whole or in part) unless you have obtained written permission to do so by ARCHER or by the owners of that Content, in a separate agreement.

5.3 You agree that you are solely responsible for (and that ARCHER has no responsibility to you or to any third party for) any Content that you create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage which ARCHER may suffer) by doing so.

6. Proprietary Rights 

6.1 You acknowledge and agree that ARCHER (or ARCHER’s licensors) own all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights are registered or not, and wherever in the world those rights may exist).

6.2 Nothing in the Terms gives you any right to use ARCHER’s trade names, trademarks, service marks, logos, domain names, or other distinctive brand features.

6.3 ARCHER acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content that you submit, transmit or display on, or through, the Services, including any intellectual property rights which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with ARCHER, you agree that you are responsible for protecting and enforcing those rights and that ARCHER has no obligation to do so on your behalf.

6.4 You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Services.

6.5 Unless you have been expressly authorized to do so in writing by ARCHER, you agree that in using the Services, you will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.

7. License from ARCHER

7.1 ARCHER hereby grants you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by ARCHER as part of the Services (referred to as the “Software” below). This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by ARCHER, in the manner permitted by the Terms.

7.2 You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by ARCHER, in writing.

7.3 You may not assign (or grant a sub-license of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software.

8. Software Updates 

8.1 The Software which you use may automatically download and install updates from time to time. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit ARCHER to deliver these to you) as part of your use of the Services.

9. Ending Your Relationship with ARCHER

9.1 The Terms will continue to apply until terminated by either you or ARCHER or you terminate use of services.

9.2 ARCHER may at any time, terminate its legal agreement with you if:

(a) you breach any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or

(b) ARCHER is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or

(c) the partner with whom ARCHER offered the Services to you has terminated its relationship with ARCHER or ceased to offer the Services to you; or

(d) the provision of the Services to you by ARCHER is, in ARCHER’s opinion, no longer commercially viable.

9.3 Nothing in this Section shall affect ARCHER’s rights regarding provision of Services under Section 3 of the Terms.

9.4 When these Terms come to an end, all of the legal rights, obligations and liabilities that you and ARCHER have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of paragraph 14.6 shall continue to apply to such rights, obligations and liabilities indefinitely.

10. EXCLUSION OF WARRANTIES

10.1 NOTHING IN THESE TERMS, INCLUDING SECTIONS 10 AND 11, SHALL EXCLUDE OR LIMIT ARCHER’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

10.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

10.3 IN PARTICULAR, ARCHER, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT:

(A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS,

(B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR,

(C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, AND

(D) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.

10.4 ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

10.5 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ARCHER OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

10.6 ARCHER FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

11. LIMITATION OF LIABILITY 

11.1 SUBJECT TO OVERALL PROVISION IN PARAGRAPH 10.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT ARCHER, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR:

(A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;

(B) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:

(I) ANY CHANGES WHICH ARCHER MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);

(II) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES;

(III) YOUR FAILURE TO PROVIDE ARCHER WITH ACCURATE ACCOUNT INFORMATION;

(IV) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;

11.2 THE LIMITATIONS ON ARCHER’S LIABILITY TO YOU IN PARAGRAPH 11.1 ABOVE SHALL APPLY WHETHER OR NOT ARCHER HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

12. Other Content

12.1 The Services may include hyperlinks to other web sites or content or resources. ARCHER may have no control over any web sites or resources which are provided by companies or persons other than ARCHER.

12.2 You acknowledge and agree that ARCHER is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.

12.3 You acknowledge and agree that ARCHER is not liable for any loss or damage which may be incurred as a result of the availability of those external sites or resources, or as a result of any reliance placed on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.

13. Changes to the Terms 

13.1 ARCHER may make changes to the Terms from time to time. Changes will be made available for review.

13.2 You understand and agree that if you use the Services after the date on which the Terms have changed, ARCHER will treat your use as acceptance of the updated Terms.

14. General Legal Terms 

14.1 The Terms constitute the whole legal agreement between you and ARCHER and govern your use of the Services (but excluding any services which ARCHER may provide to you under a separate written agreement), and completely replace any prior agreements, oral or written,  between you and ARCHER in relation to the Services.

14.2 You agree that ARCHER may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services.

14.3 Any failure of  ARCHER to exercise or enforce any legal right or remedy that is contained in the Terms (or which ARCHER has the benefit of under any applicable law), shall not act as a waiver of ARCHER’s rights and that those rights or remedies will remain available to ARCHER.

14.4 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.

14.5 You acknowledge and agree that ARCHER affiliated companies shall be third party beneficiaries to these Terms and that they shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favor of) them. No other person or company shall be third party beneficiaries to the Terms.

14.6 The Terms, and your relationship with ARCHER under the Terms, shall be governed by the laws of the State of Illinois without regard to conflict of laws and provisions. You and ARCHER agree to submit to the exclusive jurisdiction of the courts located within Cook County, Illinois to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that ARCHER shall still be allowed to apply for injunctive remedies  in any jurisdiction.

14.7 For business entities,  the individual accepting on behalf of the entity represents and warrants that he or she has the authority to act on the entity’s behalf, that you represent that they are duly authorized to do business in the country or countries where you operate, and that your employees, officers, representatives, and other agents accessing the Services are duly authorized to do so and to legally bind you to these Terms.