Last Updated: 20 July 2012
- PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE REDEEMING DIGITAL CONTENT
- 1. TERMS USED IN THIS AGREEMENT
- 2. AVAILABILITY
- 3. USING THE SKILLPIPE AND THE REDEMPTION CODE
- 4. DIGITAL CONTENT
- 5. RISK AND TITLE
- 6. PERSONAL DATA
- 7. OUR LIABILITY
- 8. INTELLECTUAL PROPERTY
- 9. WRITTEN COMMUNICATIONS AND NOTICES
- 10. TRANSFER OF RIGHTS AND OBLIGATIONS
- 11. EVENTS OUTSIDE OUR CONTROL
- 12. VIRUSES, HACKING AND OTHER OFFENCES
- 13. COMPLIANCE WITH LAWS AND RESERVATION OF RIGHTS
- 14. EXPORT REGULATIONS
- 15. TERMINATION
- 16. WAIVER
- 17. SEVERABILITY
- 18. ENTIRE AGREEMENT
- 19. OUR RIGHT TO VARY THESE TERMS AND CONDITIONS
- 20. LAW AND JURISDICTION
- 21. LANGUAGE
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE REDEEMING DIGITAL CONTENT
skillpipe.courseware-marketplace.com is a website operated by arvato distribution GmbH, a company incorporated under the laws of Germany whose principal place of business is at Benzstrasse 5-7, 33442 Herzebrock-Clarholz, Germany whose registered office is Gottlieb-Daimler-Str. 1, Harsewinkel, Germany, Commercial Register: Amtsgericht Gütersloh HRB 2200. We have been appointed by Microsoft and other Publishers as an authorized service provider in the distribution of the Digital Content. Our VAT number is DE811147844.
This page (together with the documents referred to on it) tells you the terms and conditions on which you may use skillpipe and on which you may redeem any of the Digital Content which you have purchased from a Vendor. Please read these terms and conditions carefully before accessing any Digital Content from skillpipe. You should understand that by using skillpipe, you agree to be bound by these terms and conditions.
Please accept these terms and conditions when registering the first time for skillpipe. Please understand that if you refuse to accept these terms and conditions at your registration, we will not be able to provide you with access to skillpipe and you will not be able to redeem any Digital Content.
You should print a copy of these terms and conditions for future reference.
1. TERMS USED IN THIS AGREEMENT
In this agreement the following terms shall mean:
- ’arvato’, ’we’ or ’us’ means arvato distribution GmbH, its employees, subcontractors and/or other companies which are appointed by arvato to provide services in relation to skillpipe operated by arvato;
- ’Digital Content’ or ‘E-book’ means a publication in digital form, consisting of text, images, or both, readable on computers, mobile phones, E-book readers or other electronic devices (‘Reading Devices’).
- ’Publisher’ means Microsoft Inc. or any of its affiliated companies offering Digital Content as well as third parties that have been approved by Microsoft as publishers of Digital Content and who have licensed the Training Center.
- ’EULA’ means the end user license agreement applicable to you when accessing and using an E-book or Digital Content
- ’skillpipe’ means the reader platform provided by arvato where E-books or Digital Content can be accessed or downloaded to a Reading Device by using a Redemption Code subject to the terms and conditions applying to skillpipe and after registration at the platform;
- ’Redemption Code’ means a product activation code which can be used by you and/or your customers for the release and activation of an individual copy of an encrypted digital product such as an E-book or Digital Content including its license terms on skillpipe;
- ’Training Center’ means the person or entity that provided you with the Redemption Code for the Digital Content or E-book.
- ’Service’ means the provision of Digital Content and support and other services that we provide to you on skillpipe.
- 2.1 For security reasons, access to skillpipe and reclaiming Electronic Content with the Redemption Code is possible only through the personal and protected account area when you are logged into skillpipe using a dedicated username and password.
- 2.2 By using skillpipe and redeeming any E-Book or Digital Content from skillpipe, you warrant that:
- 2.2.1 You have been made aware of by your Training Center and are bound by the EULA applicable to the Digital Content or E-Book that you are redeeming.
- 2.2.2 you will not alter or remove any copyright or other protective notices contained in the Licensed Content,
- 2.3 Access to skillpipe is permitted on a temporary basis, and we reserve the right to withdraw or amend the service we provide via skillpipe without notice. You are responsible for making all technical and organizational arrangements necessary for you to have access to skillpipe. We will not be liable to you if for any reason skillpipe is temporarily unavailable at any time or for any period.
- 2.4 From time to time, we may restrict access to some or all parts of skillpipe.
3. USING THE SKILLPIPE AND THE REDEMPTION CODE
- 3.1 To use skillpipe you need to register skillpipe.courseware-marketplace.com and log in to the site using a username and password which you create on this site before your first login.
- 3.2 To redeem Digital Content or E-books simply follow the instructions on the screen. You will need to have your Redemption Code at hand.
4. DIGITAL CONTENT
- 4.1 We deliver E-books to you by providing you with a Redemption Code. Once the Redemption Code provided by you has been verified, the Digital Content will be delivered to you by electronic transfer.
- 4.2 The Redemption Code you have been provided with will be available for activation on skillpipe for a limited period of six months after which the relevant Redemption Code will be deactivated. Please refer to your Training Center for further details of such expiry date. Once you have registered and logged in at the Platform Reader and have claimed an E-Book using the Redemption Code, such E-book can be transferred by you to a Reading Device by way of download or accessed online, both at a maximum of three different Reading Devices for simultaneous use. Online access will be available during six months from the time the Redemption Code has been used for the first time to activate access to an E-book. You may also print an E-Book that is still accessible any time from the downloaded version or when accessing the E-book online.
- 4.3 Use of Digital Content: Upon your download or access of Digital Content and subject to your payment of any applicable fees (including applicable taxes), the Training Center grants you a non-exclusive right to view, use, and display such Digital Content, on your Reading Device or as otherwise permitted as part of the service, for access on a maximum of three Reading Devices simultaneously, and solely for your personal use. Digital Content is licensed, not sold, to you by the Training Center. The Training Center may include additional terms for use within its Digital Content such as the EULA. Those terms will also apply, but this Agreement will govern the relationship between you and arvato in the event of a conflict.
- 4.4 Limitations: Unless specifically indicated otherwise, you may not
- copy, install, sell, rent, lease or lend, distribute, broadcast, publicly display, sublicense, or otherwise assign any rights to the Digital Content or any portion of it to any third party,
- remove or modify any proprietary notices or labels on the Digital Content,
- bypass, modify, defeat, or circumvent security features that protect the Digital Content.
- adapt, link to, post, publish, transmit, publish, rent, lease or lend the Licensed Content, or
- reverse engineer, decompile, remove or otherwise thwart any protections or disassemble the Licensed Content except and only to the extent that applicable law expressly permits, despite this limitation.
5. RISK AND TITLE
The Digital Content will be at your risk from the time of delivery.
6. PERSONAL DATA
7. OUR LIABILITY
- 7.1 arvato is a service provider only and in no case provides any warranties with respect to the quality or fitness for purpose of the Digital Content or E-Books you may redeem from skillpipe.
- 7.2 Please refer to your Training Center with respect to any questions you may have regarding product specifications and system requirements required to activate and operate Digital Content or E-Books that you have been provided by them. We cannot ascertain whether the Digital Content is virus free or whether your computer or Reading Device fulfils the system requirements and we therefore assume no responsibility or liability for the functionality of your computer system after a Digital Content or E-Book has been accessed or installed.
- 7.3 skillpipe is provided ‘as is’. Whilst we have taken every care in the preparation of the content of skillpipe we cannot guarantee that it is accurate or error-free. We will not be responsible for any errors or omissions or for any technical difficulties you may experience with skillpipe. Except as set out in this condition 7, all conditions, warranties and representations, expressed or implied by statute, common law or otherwise, in relation to the supply, non supply or delay in supplying the Digital Content are excluded to the extent permitted by law.
- 7.4 Where skillpipe contains links to other sites and resources provided by third parties, these links are provided for your information only. We do not identify ourselves with the content of such sites and resources have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them.
- 7.5 We will only be liable for losses which are foreseeable to both you and to us as a consequence of us breaching these terms and conditions, except as provided by mandatory law. We will not be responsible for any commercial or business losses (including without limit loss of goodwill, profits, contracts, anticipated savings, data, or wasted expenditure) or any other indirect or consequential loss that was not reasonably foreseeable to both you and us at the time our contract was formed, or at the time you began using skillpipe. We shall not be liable to any person for any loss or damage which may arise from the use or misuse of skillpipe or any of the materials on skillpipe (including loss of revenue, profits, contracts, anticipated savings, wasted expenditure, data or goodwill).
- 7.6 This does not include or limit in any way our liability:
- 7.6.1 for death or personal injury caused by our negligence;
- 7.6.2 for fraud or fraudulent misrepresentation; or
- 7.6.3 for gross negligence or intent; or
- 7.6.4for any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.
8. INTELLECTUAL PROPERTY
- 8.1 Digital Content offered in skillpipe are the intellectual property of Microsoft or of any other Publisher. When activating the download of Digital Content to a Reading Device or accessing Digital Content on skillpipe you declare that you accept the respective EULA and other terms and conditions bundled with the Digital Content. You can view the terms and conditions of the respective EULA in the FAQ section. You may not remove any copyright, trademark or intellectual property notices contained which forms part of any Digital Content.
- 8.2 We are the owner or the licensee of all intellectual property rights in skillpipe. Those works are protected by copyright, trade mark, database rights and other such intellectual property laws and treaties around the world. All such rights are reserved.
- 8.4 Using skillpipe does not give you permission to link to it or to use any of the trade marks, designs, get-up and/or logos contained within it.
- 8.5 skillpipe and all logos on the Site are business names and marks which are the property of arvato distribution GmbH or Microsoft Inc. or third parties.
9. WRITTEN COMMUNICATIONS AND NOTICES
- 9.1 Applicable laws require that some of the information or communications we send to you should be in writing. When using skillpipe, you accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices in skillpipe or the account area. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing.
- 9.2 All notices given by you to us must be given to arvato distribution GmbH at Benzstrasse 5-7, 33442 Herzebrock-Clarholz, Germany or by email to firstname.lastname@example.org. We may give notice to you at either the e-mail or postal address you provide to us when placing an order, the email address associated with your Microsoft Partner Network account, or in any of the ways specified in clause 9.1 above. Notice will be deemed received and properly served immediately when posted in skillpipe, 24 hours after an e-mail is sent, or five days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail that such e-mail was sent to the specified e-mail address of the addressee.
10. TRANSFER OF RIGHTS AND OBLIGATIONS
- 10.1 The Contract between you and us is binding on you and us and on our respective successors and assigns.
- 10.2 We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract.
11. EVENTS OUTSIDE OUR CONTROL
- 11.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by events outside our reasonable control (a ’Force Majeure Event’).
- 11.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:
- 11.2.1 strikes, lock-outs or other industrial action.
- 11.2.2 civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war.
- 11.2.3 fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster.
- 11.2.4 impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
- 11.2.5 impossibility of the use of public or private telecommunications networks.
- 11.2.6 the acts, decrees, legislation, regulations or restrictions of any government.
- 11.3 Our performance under any Contract is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavors to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Contract may be performed despite the Force Majeure Event.
12. VIRUSES, HACKING AND OTHER OFFENCES
- 12.1 You must not misuse skillpipe or the Service by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorized access to skillpipe or its content, the server on which skillpipe or the Service is stored or any server, computer or database connected to skillpipe. You must not attack skillpipe or the Service via a denial-of-service attack or a distributed denial-of-service attack.
- 12.2 By breaching this provision, you would commit a criminal offence. We may report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use skillpipe and our Service will cease immediately.
- 12.3 We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of skillpipe and our Service or to your downloading of any material posted on it, or on any website linked to it.
13. COMPLIANCE WITH LAWS AND RESERVATION OF RIGHTS
You will use the Service and the Digital Content in compliance with all applicable laws. Neither the sale or transfer of the Digital Content to you, nor the license of the Digital Content to you, transfers to you title to or ownership of any intellectual property rights of a Publisher or Training Center. All licenses are non-exclusive and all rights not expressly granted in this Agreement are reserved to arvato, Microsoft Inc or other Publishers.
14. EXPORT REGULATIONS
You will comply with all applicable export and re-export restrictions and regulations, and you will not transfer, or encourage, assist, or authorize the transfer of Digital Content to a prohibited country or otherwise in violation of any such restrictions or regulations.
Your rights under this Agreement will automatically terminate if you fail to comply with any term of this Agreement. In case of such termination, you must cease all use of the Digital Content and arvato may immediately revoke your access to the Service or to the Digital Content without any liability for damages.
- 13.1 If we fail, at any time during the term of a Contract, to insist upon strict performance of any of your obligations under the Contract or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.
- 13.2 A waiver by us of any default shall not constitute a waiver of any subsequent default.
- 13.3 No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with clause 9 (Notices) above.
If any of these terms and conditions or any provisions of a Contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
18. ENTIRE AGREEMENT
- 15.1 These terms and conditions and any document expressly referred to in them represent the entire agreement between us in relation to the subject matter of any Contract and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.
- 15.2 We each acknowledge that, in entering into a Contract, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to such Contract except as expressly stated in these terms and conditions.
- 15.3 Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date of any Contract (unless such untrue statement was made fraudulently) and the other party´s only remedy shall be for breach of contract as provided in these terms and conditions.
19. OUR RIGHT TO VARY THESE TERMS AND CONDITIONS
We have the right to revise and amend these terms and conditions from time to time by amending this page. You are expected to check this page from time to time to take notice of any changes we make, as they are binding on you.
20. LAW AND JURISDICTION
This agreement any disputes relating to it shall be governed by German law and German courts shall have exclusive jurisdiction.
The language of the Contract shall be English.