TERMS OF USE

Arizona Department of Health Services

Welcome to the Talance LMS website. By using the Talance site, you are agreeing to comply with and be bound by the following terms of use. Please review the following terms carefully. If you do not agree to these terms, you should not review information or obtain services from this site.

1. Acceptance of Agreement.

You agree to the terms and conditions outlined in this Terms of Use Agreement ("Agreement") with respect to our Registration & Learning Management System website (the "Site") and the course content featured on the website ("Content"). This Agreement constitutes the entire and only agreement between us and you, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Site, the content, products or services provided by or through the Site, and the subject matter of this Agreement. This Agreement may be amended at any time by us from time to time without specific notice to you. The latest Agreement will be posted on the Site, and you should review this Agreement prior to using the Site.

2. Authorized Access.

By creating a profile through the Site, you warrant that you are an authorized user with permission from third-party Arizona Department of Health Services to receive access to the Site and you are operating as an employee or agent of the Arizona Department of Health Services.

3. Limited Right to Use.

The viewing, printing or downloading of any content, graphic, form or document from the Site grants you only a limited, nonexclusive license for use solely by you for your own educational use and not for republication, distribution, assignment, sublicense, sale, preparation of derivative works or other use. No part of any content, form or document may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical, other than for your educational use (not for resale or redistribution).

The case studies and people depicted in the courses are fictitious. No association with any real organization, business, product or person is intended or should be inferred.

As a condition of your use of the course, you warrant that you will not use it for any unlawful purpose or any purpose prohibited by its terms and conditions.

TALANCE may change, modify, or update this Agreement from time to time. Continued use of the course constitutes your acceptance of these changes, modifications or updates.

4. Deleting and Modification.

Talance reserve the right in its sole discretion, to edit or delete any documents, information or other content appearing on the Site, including this Agreement without any notice requirement or obligation to you.

5. Specific Obligations and Warranties of User

You will not upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation (commercial or otherwise) through the Services.

You will not post or provide any inappropriate, offensive, racist, hateful, sexist, pornographic, false, misleading, incorrect, infringing, defamatory or libelous content or information.

You will not copy, modify, reverse engineer, reproduce, distribute, publicly display, publicly perform, communicate to the public, create derivative works from, deface, tarnish, mutilate, hack, interfere with, or otherwise use and exploit any Content, the Siteor submitted content by third parties on the Site.

You will not impersonate another person or gain unauthorized access to another person’s account.

You will not allow another person to use your account.

You will not introduce any virus, worm, spyware or any other computer code, file or program that may or is intended to damage or hijack the operation of any hardware, software or telecommunications equipment, or any other aspect of the Services or operation thereof; scrape, spider, use a robot or other automated means of any kind to access the Services.

You will not disclose any personal information on the Site and otherwise will assume responsibility for controlling how your personal information is disclosed or used, including, without limitation, taking appropriate steps to protect such information.

You acknowledge and understand that the Site is not compliant Health Insurance Portability and Accountability Act (HIPAA).

You will not share any personally identifiable information on the Site regarding third-party individuals including, but not limited to, full names, addresses, social security numbers, birth-dates, and telephone numbers.

You will not solicit personal information from any other user.

6. Access Limitations.

Access contingent on the payment of course hosting fees by Arizona State Health Department. This Agreement creates no obligation of Talance to provide access to the Site to individual accounts or users.

7. Use of Talance’s Intellectual Property.

Unless otherwise noted, the Site, and all materials on the Site including text, images, illustrations, designs, icons, photographs, video clips and other materials, and the copyrights, trademarks, trade dress and/or other intellectual property in such materials (collectively, the "Materials"), are owned, controlled or licensed by Talance and other trademarks appearing on the Website are the trademarks of Talance or its affiliates, including the represented designers or companies of the products being offered.

No right, title or interest in any downloaded Content is transferred to you as a result of any such downloading or copying of the Site or Content. You may not reproduce (except as noted above), publish, transmit, distribute, display, modify, create derivative works from, sell or exploit in any way any of the Contents or the Website.

8. LIMITATION OF LIABILITY.

You agree to defend, indemnify and hold harmless Talance and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Site and the Content, including any data or content transmitted or received by you; (ii) your violation of any term of the Terms of Use or Privacy Policy (Agreements), including without limitation your breach of any of the representations and warranties you make in these Agreements; (iii) your violation of any third-party right, including without limitation any right of privacy or intellectual property rights; (iv) your violation of any applicable law, rule or regulation; (v) any claim or damages that arise as a result of any of the contentthat is submitted via your account; or (vi) any other party’s access and use of the Site with your username, password or other appropriate security code.

THE INFORMATION, PRODUCTS AND SERVICES OFFERED ON OR THROUGH THE SITE AND BY TALANCE AND ANY THIRD-PARTY SITES ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT THE SITE OR ANY OF ITS FUNCTIONS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY PART OF THIS SITE, INCLUDING BULLETIN BOARDS, OR THE SERVERS THAT MAKE IT AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITE OR MATERIALS ON THIS SITE OR ON THIRD-PARTY SITES IN TERMS OF THEIR CORRECTNESS, ACCURACY, TIMELINESS, RELIABILITY OR OTHERWISE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TALANCE, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SERVICE OR ANY PRODUCT. UNDER NO CIRCUMSTANCES WILL TALANCE BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE, THE LMS OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TALANCE ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AVAILABLE ON OR THROUGH THE SERVICE; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR WEBSITE, MEMBERSHIP SERVICE OR ANY PRODUCT RECEIVED FROM OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.

9. Delivered Confidential Information By User

Talance discourages users from sending any confidential or proprietary information through the Site. Any information, materials, suggestions, ideas or comments send to Talancewill be considered non-confidential, and by submitting it, you are giving Talancethe absolute right to use, modify, reproduce, transmit, display and distribute it for any purpose whatsoever, with no payment or other compensation to you.

10. Dispute Resolution.

By visiting Site and/ or creating a profile, you agree that the laws of California will govern all disputes between you and Talance. The waiver of any provision of the Terms of User shall not be considered a waiver of any other provision or of Talance’s right to require strict observance of each remaining term. If any provision or section of the Terms of Use is found to be unenforceable or invalid for any reason, that provision or section shall be severable, and all other provisions shall remain in full force and effect. This Terms of Use constitute the entire agreement between you and Talance relating to your use of the Content and Site.

11. ARBITRATION RULES AND GOVERNING LAW

Any dispute arising under this Terms of Use shall be resolved exclusively by arbitration, with the exception of Talance seeking injunctions against any users or infringers, which may be done in state or federal courts at the discretion of Talance. The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this "Dispute Resolution" section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.