Terms of Service

Last updated: September 17, 2019

This website (https://thirded.com) (“Website”) is owned and operated by TGX Development, LLC (“we”, “us”, “our” or “TGX”) on its own behalf and on the behalf of all its affiliates. ThirdEd™ is a trademark of TGX.

These Terms of Service set out the terms and conditions on which You may access and/use our Website in order to have access to our virtual classroom services, Content, and Licensed Content (the “TGX Services”). These Terms of Service, together with the Acceptable Use Policy and the Privacy Policy referred to herein, form a legally binding agreement between You and us for use of the TGX Services (“Agreement”). Please read them carefully before you use the Website or attempt to access or use any TGX Services.

By using the TGX Services You indicate that You accept this Agreement and you agree to be bound by it. If You do not agree to the Agreement please do not use the TGX Services. “You” or “Your” is defined as an individual user of the TGX Services such as an instructor or course participant. Where applicable, “You” or “Your” is also defined as an individual using the TGX Services through a subscription provided by an organization (such as a company, government agency, nonprofit entity, or college or university) where the course participant is enrolled or the instructor is employed or contracted if such use is accessing and using the TGX Services on behalf of or through such entity.

Users using the TGX Services through a subscription held by an organization agree that they do so with the appropriate permissions and authority from the applicable organization.

1. RESTRICTIONS AND REQUIREMENT FOR USING THE TGX SERVICES AND TGX SERVICES

1.1 Organizational Users. Users using the TGX Services through a subscription held by an organization (for example, students, administrators, trainers, instructors, or other staff) agree that they do so with the appropriate permissions and authority from the applicable organization.

1.2 Competitors. You may not access or use the TGX Services if you are our direct competitor, except with our prior written consent. In addition, You may not access the Website for purposes of monitoring availability, performance or functionality, or for any other benchmarking or competitive purposes.

We may change these Terms of Service, the Acceptable Use Policy or the Privacy Policy from time to time, without prior notice.  All changes will take effect within 30 days of being posted on our home page or otherwise notified to users. Your continued use of the TGX Services will signify your acceptance of such changes. If at any time you do not agree to be subject to any modified Terms of Service, you may no longer use the Website or TGX Services.  

TGX Services. We reserve the right to make changes to the TGX Services, at any time, with or without providing notice to you. In the event that you do not agree with any changes to the TGX Services, Your only remedy shall be to cease using Our services.

2. YOUR PASSWORD AND ACCOUNT

2.1. Registered Users. In order to gain access to the TGX Services through the Website, you are required to register for an account that is accessed by a username and password (“Account”) in order to use any features of the TGX Services. In registering for Your Account, You agree (i) that the information You provide to us in connection with your registration will be current, complete and accurate, (ii) not to choose a user name that violates any law or the intellectual property rights of others, or is offensive; provided that TGX reserves the right to reject the use of any username for any reason or no reason, (iii) not to transfer, sell, convey or assign the right to use Your Account to any third party without the prior written consent of us and (iv) not to permit any third party to use Your user name and password to access your Account or the TGX Services. You further agree that you are responsible for the conduct of any party that uses Your Account, whether or not authorized by You, and for any breach of the security of the TGX Services related to the use of your username and/or password. You agree that you shall not have more than one Account at any given time. You agree not to create an Account or use the TGX Services if you have been previously removed by TGX, or if you have been previously banned from any of the TGX Services.

2.2. Grant of Rights. Upon registration and subject to the payment of any applicable fees, TGX grants You the limited, revocable, non-transferable, non-exclusive right to access and use the TGX Services (including any downloaded applications that permit interaction with the TGX Services and any content to which you subscribe as further described in Section 3 below) for the term provided on the Contractual Agreement or Web Enrollment and subject to any additional terms contained therein.

2.3. Web Enrollment and Contractual Agreements. The right to access to use the TGX Services may be done through a subscription for service on the Website (“Web Enrollment”) or by an agreement or purchase order with an Organization (“Contractual Agreement”) that incorporates by reference this Agreement.

3. CONTENT AND LICENSED CONTENT

3.1. If you are a registered subscriber of the TGX Services, you will have the ability to access specific content provided by TGX (“Content”) and content provided by our contributing community of subject matter experts (“Licensed Content”).  You may subscribe to specific Licensed Content by purchasing access to the same through the TGX Services using the payment portal and checkout process provided.  Please note that Licensed Content that is not provided by TGX is not reviewed, assessed or any sources verified and accordingly, your use and reliance on such Licensed Content should be based on your own judgment.  If you have reason to believe that any Licensed Content infringes any copyright, please refer to our Copyright Policy in Section 4 below for further information on how to inform us about it.  You acknowledge and agree that TGX cannot guarantee the availability or continuing availability of any Licensed Content.

3.2. You may access Content and Licensed Content, only as permitted under this Agreement. TGX and its licensors reserve all rights not expressly granted in and to the Content or Licensed Content.

3.3. You agree that you will not engage in the use, copying, or distribution of any of the Content or Licensed Content other than expressly permitted herein, including any use, copying, or distribution of any Licensed Content obtained through the TGX Services for any commercial purposes.

3.4. You agree not to try to circumvent, disable or otherwise interfere with security-related features or restrictions built into the systems used to provide the TGX Services or specific Licensed Content to prevent copying, printing or other uses of any Licensed Content.

3.5. You understand that through use of the TGX Services you may be exposed to Licensed Content from a variety of sources, and that TGX is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Licensed content. You further understand and acknowledge that you may be exposed to Licensed Content that you consider inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against us with respect thereto, and agree to indemnify and hold us and our affiliates harmless to the fullest extent allowed by law regarding all matters related to your use of the TGX Services.

3.6. You may not post Content or Licensed Content, nor any answers to any exercises, activities, or assessment questions to newsgroups, mail lists, electronic bulletin boards, homework sites, content aggregators, file storage services or any other online destination.

3.7. You may not reproduce any illustrations, charts, photographs, videos, games, presentation slides, outlines, or e-books included in the Materials for any use outside of the classroom with which the Website is being used.

4. COPYRIGHT POLICY

4.1. We do not permit copyright infringing activities and infringement of intellectual property rights on and will remove any content on the TGX Services if properly notified that such content infringes on another’s intellectual property rights.

4.2. If you are a copyright owner or an agent thereof and believe that any content made available through TGX Services infringes upon your copyright, you may submit a notification by providing our Copyright Agent with the following information in writing:

  • an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright’s interest;
  • a description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work;
  • identification of the URL or other specific location on the Website where the material that you claim is infringing is located;
  • your address, telephone number, and email address
  • a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
  • a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

You can contact our Copyright Agent via e-mail at copyright@thirded.com or by mail at Copyright Agent – TGX Development, LLC, P.O. Box 14214, Research Triangle Park, NC 27709.

5. TERMINATION

5.1. Suspension or Termination. You acknowledge and agree that we may, at our sole discretion, suspend or terminate Your access to all or part of the TGX Services with or without notice and for any reason, including, without limitation, breach of these Terms of Service or the Acceptable Use Policy. Upon suspension or termination, Your right to use the TGX Services will immediately cease, and we reserve the right to remove or delete any information that you may have on file with us, including any Account information or User Content. TGX shall not be liable to you or to any third party for any modification, suspension or discontinuance of the TGX Service.

5.2. Effect of Termination. In the event of any termination or expiration:

  • (i) All licenses and rights we granted to You hereunder shall immediately terminate;
  • (ii) The accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination shall not be affected or prejudiced.

6. FEES PAYMENT AND REFUND POLICY

6.1. Term of Purchased User Subscriptions. In consideration of the right to access and use the TGX Services, you agree to pay the applicable fees specified in an Contractual Agreement or Web Enrollment (the “Fees”). User subscriptions purchased by You, or for others, commence on the start date specified in the applicable Contractual Agreement or Web Enrollment and continue for the subscription term specified therein. Fees may be billed in advance and are non-refundable except as set out herein. You will be billed as provided in a Contractual Agreement or Web Enrollment for the applicable Fee. A valid credit card may be required for payment. All Fees are exclusive of all sales, excise or use taxes, or any levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, if applicable. Fees are subject to change upon 30 days’ notice from us, unless otherwise agreed upon in a Contractual Agreement. Such notice may be provided at any time by posting the changes to the Website, the TGX Service or by e-mail.

6.2. User Subscriptions for Administrative Users. Unless otherwise specified in the applicable Contractual Agreement or Web Enrollment, (i) the right to access and use the TGX Services is purchased as user subscriptions and may be accessed by no more than the specified number of users, (ii) additional user subscriptions may be added during the applicable subscription term at the same pricing as that for the pre-existing subscriptions there under, prorated for the remainder of the subscription term in effect at the time the additional user subscriptions are added, and (iii) the added user subscriptions shall terminate on the same date as the pre-existing subscriptions. User subscriptions are for designated users only and cannot be shared or used by more than one user but may be reassigned to new users replacing former users who no longer require ongoing use of the TGX Services.

6.3. Refunds. 6.3 Refunds. TGX will provide refunds for TGX Services purchased directly by You for a period of 2 weeks subsequent to initial activation. Upon granting of a refund, Your access to the TGX Services refunded will be immediately terminated and all records (including assessment scores) associated with these TGX Services will be permanently deleted. Refund requests are to be sent to support@thirded.com.

7. PRIVACY

7.1. Privacy. Use of any personal information collected through your use of the Website or the TGX Services  more generally is also governed by our Privacy Policy which is hereby incorporated into and made a part of these Terms of Service by this reference as though fully set forth herein.  

8. AVAILABILITY

8.1. Availability. While we endeavor to ensure that the TGX Services are normally available 24 hours a day, we will not be liable if for any reason the TGX Services (or any part of it) is unavailable at any time or for any period.

8.2. Suspension. Access to the TGX Services may be suspended temporarily and without notice in the case of system failure, maintenance or repair, or for reasons beyond our control.

9. YOUR CONDUCT

9.1. Acceptable Use Policy. When using the TGX Services, you must comply with the provisions of our Acceptable Use Policy. Failure to comply with the Acceptable Use Policy could result in your account being suspended or terminated. For greater certainty, in accessing the TGX Services you agree not to use the TGX Services for any commercial use, without our prior written authorization.

9.2. Data Storage. Any data or content you make available through the TGX Services must comply with the provisions of our Acceptable Use Policy and is subject to any data storage limit we notify to you of from time to time.

9.3. Restrictions. You agree that you will not directly or indirectly: (i) modify or create any derivative work of the TGX Services, documentation or service; (ii) sublicense, sell, lend, rent, lease, give, transfer, assign or otherwise dispose of all or any portion of the TGX Services; (iii) reverse engineer, disassemble or decompile the technology used to provide the TGX Services or attempt to discover or recreate the source code to the systems used to provide the TGX Services including our Website and interactive learning applications; or (iv) remove, obscure, or alter any notice of copyright, trademark, trade secret, or other proprietary right related to our technology and the TGX Services.

10. LINKING TO OUR SITE

10.1. Linking to our Website. You may link to our Website’s home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but You must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part where none exists.

10.2. No Framing. Our Website must not be framed on any other website, nor may you create a link to any part of our Website other than the home page. The website from which You are linking must not display or link to any unlawful, harassing, defamatory, abusive, threatening, harmful, obscene, profane, sexually oriented, racially offensive or otherwise objectionable material. We reserve the right to withdraw linking permission without notice.

11. LINKING FROM OUR SITE

11.1. Linking from Our Site. Where our Website contains links to other sites and resources provided by third parties, these links are provided for Your information only. We have no control over the contents of those sites or resources or the privacy policies or practices of such third party providers, and accept no responsibility for them or for any loss or damage that may arise from Your use of them.  By using the Website you expressly agree that we will have no liability in respect of your use of such third party links.

12. RELIANCE ON INFORMATION

12.1. Reliance on Information. We cannot offer any guarantee that any information that is posted on our Website or System is complete, accurate or up to date including any Licensed Content which is provided by third party authors with no review or contribution by TGX. We therefore disclaim all liability and responsibility arising from any reliance placed on such materials or information by any visitor to Our Website, or by any user of the TGX Services.

13. USER CONTENT

13.1. No Other Interest. As between TGX and you, You retain ownership of any content that you upload, post, transmit or display on or through the TGX Services including any intellectual property rights which subsist in that content (“User Content”). You agree that you are responsible for protecting and enforcing those rights and that we have no obligation to do so on Your behalf.

13.2. User Content License. By uploading, posting or displaying User Content you grant us, our partners, and affiliates a non-exclusive, perpetual, royalty-free right to use, reproduce, modify, publish, distribute, perform, display and transmit the User Content for the sole purpose of providing services to You. In addition, we shall be permitted to use anonymized User Content both during and after the term of this Agreement to optimize our service and for any other lawful purpose. In no event will such data include any personally identifiable information.

13.3. User Content Compliance. Any User Content posted or shared by You on our System must comply with Our Acceptable Use Policy.

13.4. Necessary Rights. It is a condition of the Agreement that you have all the necessary rights and consents to grant the licenses set out at in section 13.2 and to upload User Content to our System. In particular, you must ensure that you have obtained any necessary consents, including parental consents, relating to the use of images of minors and/or vulnerable adults.

13.5. User Content. It is a condition of the Agreement that Your User Content does not contain any material which is the confidential information of any third party or which is defamatory, obscene or otherwise unlawful.

13.6. Removal of User Content. We have the right at our sole discretion to remove any User Content that, we feel in our judgment does not comply with the Agreement or violates any third party copyrights or trademarks. We are not responsible for any delay or failure in removing such User Content. If You post User Content that we choose to remove, You hereby consent to such removal, and consent to waive any claim against us. We do not monitor all content uploaded, posted or published on our System. If You believe that any content uploaded, posted or published on our System is defamatory and/or breaches the Agreement or infringes your intellectual property rights please contact us at support@thirded.com. We may require You to provide additional information to help us assess your concern and correctly identify information to be removed.

13.7. User Content Indemnity. You agree to indemnify and hold TGX, and its affiliates, officers, agents, partners, and employees, harmless from any claim or demand, including reasonable attorney’s fees, made by any third party due to or arising out of User Content you submit, post to, e-mail, or otherwise transmit through TGX Services, your use of the TGX Services or your breach of the Agreement.

14. INTELLECTUAL PROPERTY RIGHTS

14.1. Our Intellectual Property. We are the owner or a licensee of all intellectual property rights in the technology used to provide the TGX Services. We also own all Licensed Content on TGX Services, unless otherwise stated.  All rights are reserved. Nothing in these Terms of Service gives You a right to use any of our trade names, trademarks, service marks, logos, domain names, and other distinctive brand features. You may not copy, modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, display, or in any way exploit any of our intellectual property, in whole or in part, except as is expressly permitted herein.

14.2. Suggestions. We shall have a royalty-free, worldwide, irrevocable, perpetual license to use, copy, modify and incorporate into the TGX Services any suggestions, enhancement requests, recommendations or other feedback provided by You, relating to the operation of the TGX Services more generally.

15. DISCLAIMERS AND LIMITATIONS OF LIABILITY

YOUR USE OF THE WEBSITE AND ACCESS TO THE TGX SERVICES IS AT YOUR OWN RISK. NEITHER TGX, NOR ITS LICENSORS (WHICH INCLUDES AUTHORS AND PUBLISHERS) AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, OR AGENTS WARRANT THAT THE USE OF THE TGX SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE TGX SERVICES AND LICENSED CONTENT OR AS TO THE ACCURACY, RELIABILITY OR SUITABILITY OF ANY CONTENT ON THE TGX SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM TGX OR THROUGH OR FROM USE OF THE TGX SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE. THE TGX SERVICES AND LICENSED CONTENT IS  PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR AUDIENCE, AND NON-INFRINGEMENT. IN NO EVENT WILL TGX, ITS LICENSORS AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES (EVEN IF TGX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF YOUR USE OF OR INABILITY TO ACCESS AND USE THE WEBSITE, LICENSED CONTENT OR THE TGX SERVICES, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS, LOSS OF GOODWILL, LOST BUSINESS, LOST DATA, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER DAMAGES OR LOSSES THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETIONS OF FILES, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT LIMITED TO ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO TGX’S RECORDS, PROGRAMS, SERVICES OR SYSTEMS. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH JURISDICTIONS TGX’S AND ITS LICENSORS’ LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. WITHOUT LIMITING THE FOREGOING OR ANYTHING ELSE HEREIN CONTAINED, IN NO EVENT WILL TGX OR ITS LICENSORS BE LIABLE TO YOU FOR ANY DAMAGES, COSTS, CLAIMS OR OTHER LIABILITIES RELATED TO OR ARISING OUT OF THIS AGREEMENT, WHETHER IN CONTRACT, NEGLIGENCE OR TORT, IN EXCESS OF THE TOTAL FEES PAID BY YOU FOR THE RIGHT TO ACCESS AND USE THE TGX SERVICES AND LICENSED CONTENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT OR ACT GIVING RISE TO THE CAUSE OF ACTION. This Section 15 will apply to the maximum extent permitted under applicable law.

16. NOTICES

All notices given by you to us must be given to TGX at support@thirded.com. We may give notice to you at either the e-mail or postal address you provide to us on your Contractual Agreement or Web Enrollment. Notice will be deemed received and properly served immediately when posted on the TGX Services, 24 hours after an e-mail is sent, or three 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.

17. ASSIGNMENT

You may not transfer, assign, or charge any of your rights or obligations arising under the Agreement, without our prior written consent.

18. SEVERABILITY

If any of these terms is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.

19. COMPLIANCE WITH LAWS

Each party will comply with all applicable laws, rules, regulations, orders and other requirements, now or hereafter in effect, of governmental authorities having jurisdiction in connection with its activities under the Agreement.

20. WAIVER

No waiver by us, in exercising any right shall operate as a waiver of any other right or of that same right at a future time; nor shall any delay in exercise of any power or right be interpreted as a waiver.

21. ENTIRE AGREEMENT

These Terms of Service and any document expressly referred to in them represent the entire agreement between us and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing and notwithstanding any different or additional terms that may be contained in the form of purchase order or other document used by you to place orders or otherwise effect transactions hereunder, which such terms are hereby rejected

22. GOVERNING LAW This Agreement is to be construed under the laws of the State of North Carolina, excluding any body of law governing conflicts of law. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods is hereby excluded in its entirety from application to this Agreement. In the event of a dispute arising out of or in connection with the terms of this Agreement between you and us, then you agree to attempt to settle the dispute by engaging in good faith negotiations with us in a process of mediation before commencing arbitration or litigation.  TO THE MAXIMUM EXTENT PERMITTED BY LOCAL LAW, YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE TGX SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.