Terms of Use

Welcome to the Duke Corporate Education web site (the “Web Site”).  Duke Corporate Education and its affiliates (“Duke CE”) are willing to provide you access to the Web Site only upon your agreement that your access and use will be subject to the following Terms of Use (“Terms of Use”).  These Terms of Use constitute a legally binding agreement.  Accordingly, please read them carefully.  As used herein, the words “you” and “your” refer to both individuals using the Web Site and to business entities on behalf of which individuals are using the Web Site.  Individuals using the Web Site on behalf of their employer or other business entity represent and warrant that they have the legal authority to bind such employer or other business entity to these Terms of Use. Duke CE reserves the right to modify these Terms of Use at any time.  Your use of the Web Site after the posting of such modifications constitutes your acceptance of the modified Terms of Use.

1. DESCRIPTION
The portion of the Web Site available to the general public provides general information about Duke CE, the services it provides, lists of clients, partners, biographies, recent news, office locations and other general information.  Certain portions of the Web Site are not available to the general public and may only be accessed upon registration and obtaining a password.  The Web Site and, specifically, the privately accessed areas, may contain educational content, text, images, illustrations, audio clips, video clips, button icons, software, web based seminars, and other data and may also allow for blogs, chat rooms, bulletin boards, posts, messages and other interactive features (collectively, all the foregoing, the “Content”).

2. USER NAMES AND PASSWORDS
A User Name and Password (collectively, “Authentication Information”) are required to access certain areas of the Web Site.  The Authentication Information are intended for your sole use.  You agree: (a) not to disclose such Authentication Information to any third party, (b) to take reasonable care to protect such Authentication Information from inadvertent disclosure to third parties, and (c) to immediately notify Duke CE of any loss or unauthorized use of such Authentication Information.

3. SUBMISSIONS
In the event that you send any information to Duke CE or to the Web Site (whether in the form of a blog, chat room, bulletin board post, message or by other means) you (a) represent and warrant that such information is not confidential or proprietary to you or to any other person or company (unless you and Duke CE or one of its affiliates are parties to a separate agreement governing the confidentiality of such information), and (b) grant Duke CE and each of its affiliates an irrevocable, perpetual, royalty-free, non-exclusive, sub-licenseable, transferable, unrestricted, worldwide license to: use, copy, publish, transmit, perform and display such submitted information for any purpose; create derivative works from such information; implement and use the information, any suggestions, concepts or ideas contained therein without compensation to you; and otherwise exercise any rights that you have in such information, in any media now known or later developed.  You acknowledge and agree that if you post information to a chat room, forum, or other similar portion of the Web Site, such information, including your email address, may be made available to other users of the Web Site. Duke CE reserves the right to remove or delete any information posted by you to the Web Site at any time for any reason.

Furthermore, unless you and Duke CE are parties to a separate agreement governing the confidentiality of such information submitted, you agree that Duke CE is not responsible for the confidentiality of the information that you submit to Duke CE.  You agree not to upload, transmit, distribute or otherwise publish on the Web Site (whether in the form of a blog, chat room, bulletin board post, message or by other means) any information that is:
1.             libelous, defamatory, obscene, abusive, pornographic, harassing, threatening, or an invasion of privacy;
2.             an infringement of the intellectual property rights, including, but not limited to, trade secrets, copyrights, and trademarks, of any person or entity;
3.             a commercial advertisement or solicitation;
4.             known by you to be false, inaccurate or misleading; or
5.             illegal in any way or which advocates illegal activity.

4. LINKS
As a convenience to you, the Web Site may provide links to third party web sites.  Duke CE is not endorsing or sponsoring such third parties or their web sites. You agree that Duke CE is not responsible for the availability of or content on any web sites operated by such third parties that may be accessible through the Web Site or through any other web site operated by Duke CE.

5. RELIANCE ON THE INFORMATION; MODIFICATION & TERMINATION
You acknowledge and agree that your use of the Web Site, and your reliance upon any data or information accessed using the Web Site, is at your own risk.  You agree to make and rely on your own independent investigation of the completeness, accuracy and suitability of any information, data, or analytical product available on the Web Site before reliance thereon.  Duke CE reserves the rights to, without notice: (a) modify, suspend or terminate operation of or access to the Web Site at any time for any reason; (b) modify, change or discontinue the Web Site and its Content at any time; and (c) interrupt the Web Site as necessary to perform routine and non-routine maintenance, error corrections, or other changes.  You agree that Duke CE, in its sole discretion, may terminate your password, account (or any part thereof) or use of the Web Site at any time without notice for any reason, including, without limitation, for lack of use or if Duke CE believes that you have violated or acted inconsistently with these Terms of Use.  You further acknowledge that portions of the Web Site allow users to post information on the Web Site and that Duke CE does not endorse, and shall have no responsibility or liability to you based on, such information posted to the Web Site by a third party.  Without limiting the generality of the foregoing, you specifically agree that you will not in any way rely upon, and Duke CE shall not any way be liable to you for, the existence, accuracy, timing or Content of any information that is made accessible to you through the Web Site.

6. LICENSE TO USE CONTENT
As long as you comply with these Terms of Use, Duke CE grants you a personal, non-exclusive, non-transferable, non-sublicensable, limited right to access, display and use this Web Site and the Content solely for your personal use.
All rights, title and interests in Content available on the Web Site are owned or licensed by Duke CE and are protected by copyrights, trademark rights or other intellectual property or proprietary rights in the United States, and in countries outside of the United States by operation of applicable international law.
You may not reproduce, perform, create derivative works from, republish, transmit, or distribute in any way whatsoever any Content from the Web Site without the prior written permission of Duke CE.  However, you may download or make one (1) copy of Content posted and/or displayed on this Web Site, and other downloadable items displayed on this Web Site, for your personal use only, provided that all copyright and other notices contained in the Content are left intact.  Use of any Content available on this Web Site on any other web site or other networked computer environment is prohibited without prior written permission from Duke CE.  You agree not to (a) use any robot, spider, or other automatic device to monitor or copy portions of the Web Site or Content contained therein without Duke CE’s prior written permission; (b) use any device, software or routine to interfere or attempt to interfere with the proper working of the Web Site; (c) download, reproduce, duplicate, copy or otherwise exploit any portion of the Web Site for the purpose of sale, resale or making other commercial use thereof; (d) display this Web Site or any portion thereof on any web site not operated by Duke CE without Duke CE’s prior written permission; (e) use Duke CE’s name or any of Duke CE’s trademarks or URLs, as metatags or otherwise; or (f) use the Web Site for the purpose of sending unsolicited commercial email messages or harvesting or collecting email messages from the Web Site for such purpose.

7. WARRANTY DISCLAIMERS
YOU ACKNOWLEDGE AND AGREE THAT THE WEB SITE AND THE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THAT USE OF THE WEB SITE AND THE CONTENT IS AT YOUR SOLE RISK.  DUKE CE MAKES NO WARRANTY WHATSOEVER ABOUT THE CONTENT, WEB SITE, ITS OPERATION OR AVAILABILITY, THE ACCURACY OF THE INFORMATION PROVIDED ON OR THROUGH THE WEB SITE, OR THE SECURITY OF THE WEB SITE.  MOREOVER, DUKE CE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT REGARDING THE CONTENT AND THE WEB SITE. DUKE CE MAKES NO WARRANTY THAT (A) THE CONTENT OR WEB SITE WILL MEET YOUR REQUIREMENTS, (B) THE CONTENT OR WEB SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE CONTENT OR WEB SITE WILL BE ACCURATE OR RELIABLE.

8. LIMITATIONS OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT NEITHER DUKE CE NOR ANY OF ITS AFFILIATED COMPANIES SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM THE USE OR THE INABILITY TO USE THE WEB SITE OR FROM THE ACCURACY OR INACCURACY OF ANY CONTENT OR INFORMATION AVAILABLE USING THE WEB SITE.  IN NO EVENT SHALL DUKE CE’S LIABILITY EXCEED THE AMOUNT OF FEES DUKE CE RECEIVED FROM YOU TO ACCESS THE WEB SITE AND CONTENT.

9. INDEMNITY
You agree to indemnify, defend and hold Duke CE, and its subsidiaries and affiliates and their respective officers, directors, members, managers, employees, agents and representatives harmless from any claim or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of Content you submit, post to or transmit through the Web Site, your use of the Web Site, your connection to the Web Site or your violation of these Terms of Use.

10. PRIVACY
Duke CE is committed to protecting your privacy.  Duke Corporate Education is registered with the United States Department of Commerce “safe harbor” program in compliance with the European Union’s Directive on Data Protection and the United Kingdom’s Data Protection Act.   Please review a copy of Duke CE’s privacy policy.

11. GOVERNING LAW/ARBITRATION
Use of the Web Site and these Terms of Use shall be governed by and construed in accordance with the laws of the State of North Carolina, USA, without regard to the choice of law provisions thereof.   Any dispute or claim relating to or arising out of or in connection with use of the Web Site or these Terms of Use shall be finally settled by binding arbitration in Durham, North Carolina, USA using the then current rules and procedures of the American Arbitration Association by one (1) arbitrator appointed by the American Arbitration Association.  Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.  You and Duke CE agree that, any provision of applicable law notwithstanding, neither party shall request, and the arbitrator shall have no authority to award, punitive or exemplary damages against any party.  Notwithstanding the foregoing, nothing herein shall preclude either you or Duke CE from seeking injunctive relief in any state or federal court of competent jurisdiction in North Carolina, USA without first complying with the foregoing arbitration provisions, and you and Duke CE hereby irrevocably consent to the exclusive jurisdiction of state and federal courts in North Carolina, USA for such purpose.

12. MISCELLANEOUS
These Terms of Use constitute the entire understanding between you and Duke CE with respect to the Web Site; provided, however, that if you have a written agreement with Duke CE specifically granting you access to the restricted portion of the Web Site and the Content, the provisions of that agreement shall control to the extent there is a conflict between the Terms of Use and that agreement.  If any provision or portion of these Terms of Use is not given legal effect by a court of competent jurisdiction, such provision or portion shall drop out of the Terms of Use and the remaining provisions and portions of the Terms of Use shall be construed and enforced.  These Terms of Use shall not be interpreted or construed to confer any rights or remedies upon any third parties.  Nothing contained in these Terms of Use shall be construed as creating any agency, partnership, or other form of joint enterprise between us.  The provisions in sections 3, 5, 7-9, 11 and 12 of these Terms of Use shall survive any expiration or termination hereof.  These Terms of Use are not assignable by you, but may be assigned by Duke CE.  Duke CE’s failure to require your performance of any provisions hereof shall not affect the full right to require such performance at any time thereafter, nor shall our waiver of a breach of any provision hereof be taken or held to be a waiver of the provision itself.  Notices or other communications must be in writing, and will be deemed effectively given upon confirmed delivery by facsimile to (USA Country Code) 919.287.2642, upon personal delivery, on the next day following mailing by a reputable overnight courier, or on the third day following mailing by registered or certified mail, return receipt requested, postage prepaid, to Duke CE, Attn: Legal, 310 Blackwell Street Durham, North Carolina 27701.

BY USING THIS SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE, AND THAT YOU AGREE TO BE BOUND BY THE TERMS OF USE.