The Virtual Training Academy Client Terms of Participation

In connection with, and as a condition of, your use of the Virtual Training Academy Platform for the presentation of your content to your students the following supplements the provisions of the VTA Service Agreement by and between you and Deuber Villacres Inc. ("VTA") You confirm, acknowledge and agree as follows: 

Non-Ownership of Trademarks and Copyrighted Materials by VTA:  The license granted by Client to VTA hereof does not grant VTA any right, title or interest, at law or in equity, in or to any of CLIENT or Client's Proprietary Marks, the Client's copyrighted materials, trade secrets or other rights or intellectual property of any kind, except as provided by said license.

Ownership, Registration & Protection of Proprietary Marks:  CLIENT  warrants that there are no presently effective determinations of the United States Patent and Trademark Office, the Trademark Administrator of any State, or any Court; nor is there any pending interference, opposition or cancellation proceeding or any pending material litigation involving the Proprietary Marks which is relevant to their use by VTA in any state in which the Client's content may be marks and displayed, offered and/or sold. To the extent that there are any marks which may present a problem in the event of use in a particular jurisdiction, CLIENT has, or will in the future, so advise VTA.

Neither VTA, nor any of its affiliates, shall challenge or otherwise contest the ownership by Client and/or their affiliates of or the validity or enforceability of the Proprietary Marks or any Copyrighted Materials.  

Infringement. Each party agrees upon its learning thereof to notify the other party promptly, in writing of any infringement of the Proprietary Marks, any imitation or counterfeiting of Client's materials, any use by any person of a trademark confusingly similar to the Client's Proprietary Marks or marks confusingly similar to the Client's Proprietary Marks, or any suit or proceeding or action of unfair competition involving the Clietn's Proprietary Mark.

Defense of Proprietary Marks and Copyrighted Materials by CLIENT:  If VTA receives notice of, or learns of any actual or potential claim, suit or demand that has been or may be asserted against it or involving any alleged infringement, unfair competition, or similar matter relating to the use of the Client's Proprietary Marks or trade names or the Copyrighted Materials on The VTA Platform, VTA shall promptly notify CLIENT of any such actual or potential claim, suit or demand.  Thereupon, CLIENT shall take such action as it may deem necessary to address any such claim.  CLIENT shall have the sole right to defend compromise or settle any such claim, using attorneys of its own choosing, and VTA agrees to cooperate fully with CLIENT in connection with the defense of any such claim.  CLIENT shall protect, defend and indemnify VTA in connection with such claim unless the claim, suit or demand arises out of or relates to VTA's use of the Proprietary Marks, trade names and or Copyrighted Materials in violation of this Agreement, or otherwise.

CLIENT represents and warrants that it is the sole owner of the Proprietary Marks and/or has the right to grant the within License, free and clear of any claims, royalties or encumbrances.  No claim has been made or, to the knowledge of CLIENT, is threatened without the benefit of investigation and CLIENT is not aware of any basis for any claim that the use of the Proprietary Marks by VTA pursuant to the terms of this Agreement does or may infringe any trademarks, trade secrets, licenses or similar rights of any third party.

Client shall use commercially reasonable efforts to materially comply with all applicable laws in force where its courses are distributed or sold in order to protect the rights of VTA.

VTA shall take commercially reasonable steps to back-up all of Client's data that is on the VTA Platform and shall make the location of such back-ups known and available to Client.  Thus, to the extent, during the normal course of business, data is lost, corrupted or otherwise made unavailable, data from back-up locations shall be made immediately available so as to minimize any interruption of business activities.

Unavoidable Delays:  Delays in the performance by a party of any obligations hereunder which are not the fault of nor within its reasonable control including, without limitation, fire, flood, natural disasters, acts of God, governmental acts or orders, or civil disorders, shall not give rise to a default hereunder.

THE INFORMATION, PRODUCTS AND SERVICES OFFERED ON OR THROUGH THE SITE AND BY VIRTUAL TRAINING ACADEMY 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.

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.

You agree at all times to defend, indemnify and hold harmless VIRTUALTRAININGACADEMY.COM its affiliates, their successors, transferees, assignees and licensees and their respective parent and subsidiary companies, agents, associates, officers, directors, shareholders and employees of each from and against any and all claims, causes of action, damages, liabilities, costs and expenses, including legal fees and expenses, arising out of or related to your breach of any obligation, warranty, representation or covenant  set forth herein or in the VTA Service Agreement.

The VTA Services Agreement may be terminated, in VTA's discretion:

(a)  If Client fails, refuses or neglects promptly to pay when due any monies owed under this Agreement;

(b)  If Client, by act or omission, permits a violation of any law, ordinance, rule or regulation of any governmental entity to remain uncorrected, in the absence of a good faith dispute over its applicability or legality and without promptly resorting to an appropriate administrative or judicial forum for relief therefrom;

(c) If Client, or any owner or shareholder, director or officer, is convicted of a felony, a fraud, a crime involving moral turpitude or any other crime or offense that a party believes is reasonably likely to have an adverse effect on the Proprietary Marks, or the goodwill associated therewith and such person (s) does not disassociate him or herself from a party's employ; or

(d) If Client commits a material breach of any of its other obligations hereunder.