Terms of Service
Welcome to the LMS (learning management system) of the BarWit web site (the "Website"). Please review the following terms (the "Terms") that govern your use of the images and other materials available on this Website. Please note that your use of the images and other materials available from our Website constitutes your agreement with BarWit to comply with and be bound by the Terms. Your first acceptance of the Terms applies to all future visits to the Website. BarWit may update these terms without notice to you.
Non-Disclosure Agreement/Confidentiality Agreement
This Non-Disclosure Agreement by and between BARWIT, an Idaho LLC , having its principal place of business at 518 E. 2nd Ave. Post Falls, ID (the “Disclosing Party"), and you the BARWIT client/user (the “Receiving Party”) who agrees to be bound by this Agreement.
WHEREAS, through this Non-Disclosure Agreement, the Disclosing Party and the Receiving Party have entered into a relationship by which the Receiving Party may be exposed to certain confidential information of the Disclosing Party, in which the Disclosing Party has an interest in protecting.
NOW, THEREFORE, in consideration of the mutual covenants and promises made by the parties hereto, the Disclosing Party and the Receiving Party (individually, each a “Party" and collectively, the “Parties") covenant and agree as follows:
For the purposes of this Non-Disclosure Agreement, the following terms are defined as follows:
a. “Trade Secrets" means all information possessed by or developed for the Disclosing Party to which all of the following apply: (i) the information derives independent economic value from not being generally known and (ii) the Disclosing Party takes reasonable precautions to prevent such information from being disclosed to the public.
b. “Confidential Information" means information, to the extent it is not a Trade Secret, which is possessed by the Disclosing Party and which relates to the Disclosing Party, including, without limitation, for example: business plans, strategies, existing or proposed bids, costs, technical developments, financial or business projections, investments, marketing plans, or training information and materials.
2. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION
Except with express authorization of the Disclosing Party or at the Disclosing Party's request, the Receiving Party shall not disclose, directly or indirectly, any Confidential Information during the period of his/her relationship with the Disclosing Party or anytime after the termination of such relationship.
3. TRADE SECRETS
Throughout the duration of this Non-Disclosure Agreement and the Receiving Party's business relationship with the Disclosing Party and anytime after the termination of such relationship, the Receiving Party shall do what is reasonably necessary to prevent unauthorized disclosure of the Disclosing Party's Trade Secrets. Further, after the termination of the any such relationship, the Receiving Party shall not use or disclose the Disclosing Party's Trade Secrets as long as they remain Trade Secrets.
The provisions of Sections 2 and 3 above will not be deemed to prohibit any disclosure that is required by law or court order; however, the Receiving Party agrees to provide the Disclosing Party with reasonable prior notice and an opportunity to contest or minimize such disclosure.
5. RETURN OF DOCUMENTS
Immediately upon termination of the relationship between the Disclosing Party and the Receiving Party, the Receiving Party shall return to the Disclosing Party any documents pertaining to the Confidential Information or Trade Secrets which are in the Receiving Party's possession.
6. REPRESENTATIVE ACKNOWLEDGMENTS
The Receiving Party acknowledges that: (i) this Agreement has been specifically bargained between the parties and reviewed by the Receiving Party, (ii) the Receiving Party has had an opportunity to obtain legal counsel to review this Agreement, and (iii) the covenants made by and duties imposed upon the Receiving Party hereby are fair, reasonable and minimally necessary to protect the legitimate business interests of the Disclosing Party, (iv) such covenants and duties will not place an undue burden upon the Receiving Party's livelihood in the event of termination of the Receiving Party's business relationship with the Disclosing Party and the strict enforcement of the covenants contained herein, and (v) any breach of this Agreement will cause substantial and irreparable harm to the Disclosing Party for which money damages would be an inadequate remedy.
This Non-Disclosure Agreement and the interpretation of the terms herein shall be governed by and construed in accordance with the laws of the State of Idaho . The Parties irrevocably submit to the exclusive jurisdiction of the federal and state courts located in Kootenai County , Idaho .
Use of Material
BARWIT (BARWIT) authorizes you to view the contents on this Web Site, such as images, graphics, and text material ("Material"), solely for educational purposes and hereby grants to you a nonexclusive, nontransferable, limited license to edit (only for the purpose of facilitating presentation and use of the images) and distribute the Material without destroying the visual integrity or otherwise compromising the images which comprise the Material, and solely for such educational purposes upon your acceptance of this agreement by clicking the acceptance button at the end of this statement of the Terms of Service. The rights granted herein shall not confer on you any rights of ownership in or to the Material, including, without limitation, the copyright, trademark and other intellectual property rights thereto, which shall be and remain the exclusive property of BARWIT. BARWIT reserves the right to terminate all licensed rights granted herein at its exclusive discretion on written notice at any time and you agree to immediately cease use of any Material immediately upon receipt of such notice.
The Material is protected by copyright and/or trademark under both United States and foreign laws. Unauthorized use of the Material may violate copyright, trademark and other laws. You must retain all copyright and other proprietary notices contained in the original Material on any copy you make of the Material. You may not sell or modify the Material or reproduce, display, publicly perform, distribute or otherwise use the Material in any way for any commercial or personal purpose, other than the use of BARWIT and BARWIT products for educational purposes. By way of example only, you may not use images or other Material from the Website to promote other learning management systems, or in articles about learning management systems generally that do not reference BARWIT.
If you violate any of these Terms, your permission to use the Material automatically terminates and you must immediately destroy any copies you have made of the Material, and BARWIT may pursue any remedy available at law or in equity against you.
The Material may contain inaccuracies or typographical errors. BARWIT makes no representations about the accuracy, reliability, completeness or timeliness of the Material or about the results to be obtained from using the Website and the Material. The use of the Website and the Material is at your own risk. Changes are periodically made to the Web Site and may be made at any time without notice to you.
DISCLAIMER OF WARRANTIES
BARWIT DOES NOT WARRANT THAT THE WEBSITE WILL OPERATE ERROR-FREE OR THAT THIS WEB SITE AND ITS SERVER ARE FREE OF COMPUTER VIRUSES AND OTHER HARMFUL MATTERS. IF YOUR USE OF THE WEB SITE OR THE MATERIAL RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, BARWIT SHALL NOT BE RESPONSIBLE FOR THOSE COSTS.
THE WEBSITE AND MATERIAL ARE PROVIDED ON AN "AS IS" BASIS WITHOUT ANY WARRANTIES OF ANY KIND. BARWIT, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES RIGHTS AND THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. BARWIT MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE MATERIAL, SERVICES SOFTWARE TEXT, GRAPHICS AND LINKS.
YOU UNDERSTAND AND AGREE THAT ANY INFORMATION OR MATERIAL OBTAINED THROUGH THE BARWIT WEB SITE IS DONE AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY AND ALL DAMAGE RESULTING FROM ANY TRANSACTION WHEREBY MATERIAL IS DOWNLOADED INTO YOUR COMPUTER OR SERVER THAT MAY ADVERSELY AFFECT ITS PERFORMANCE SUCH AS CRASHING YOUR COMPUTER OR NETWORK.
DISCLAIMER OF CONSEQUENTIAL DAMAGES.
YOU AGREE THAT NEITHER BARWIT NOR ANY OF ITS PROVIDERS OF INFORMATION SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, RESULTING FROM THE USE OR THE INABILITY TO USE THE MATERIAL OR RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA OR ARISING FROM ANY OTHER MATTER RELATING TO THE MATERIAL, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLE DAMAGES, EVEN IF BARWIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU FURTHER AGREE THAT BARWIT SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM INTERRUPTION, SUSPENSION OR TERMINATION OF SERVICE, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES, WHETHER SUCH INTERRUPTION, SUSPENSION OR TERMINATION WAS JUSTIFIED OR NOT, NEGLIGENT OR INTENTIONAL, INADVERTENT OR INTENTIONAL.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF WARRANTIES OR OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. SHOULD A JURISDICTION BE ADVERSE TO A LIMITATION OR EXCLUSION OF WARRANTIES, SUCH PROVISION SHALL BE DEEMED SEVERABLE FROM THIS AGREEMENT AND THE OTHER PROVISIONS SHALL REMAIN IN FULL FORCE AND EFFECT.