EBM Clarity Inc.

Terms of Service Agreement

Last Updated: March 25, 2024

This Terms of Service Agreement ("Agreement") governs all access to and use of the Statistics Courses (as defined below) of EMB Clarity Inc. (“EBM,” “we,” “our” or “us”).   EBM provides online access to proprietary software and statistics-related courseware (the “Statistics Courses”) through EBM’s online platform (the Statistics Courses together with all applicable documentation, and all interfaces, corrections, bug fixes, modifications, updates, upgrades, new versions or releases that EBM subsequently may make available, the “EBM Platform”), found at EBM’s website located at www.bayesianreasoning.com (the “EBM Site”).  This Agreement constitutes a binding agreement between the individual or entity that accesses or uses the Statistics Courses (the “User”) and EBM.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING OR USING THE STATISTICS COURSES, THE EBM PLATFORM OR ANY PORTION THEREOF. BY CLICKING ON "I AGREE" OR BY ACCESSING OR USING THE STATISTICS COURSES OR ANY PORTION THEREOF, YOU, ON BEHALF OF THE USER, ACKNOWLEDGE AND CONFIRM THAT: (A) YOU HAVE FULL AUTHORITY FROM THE USER TO BIND THE USER TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT; (B) YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT; (C) USER AGREES TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT; AND (D) USER ACKNOWLEDGES THAT THIS AGREEMENT IS THE LEGAL EQUIVALENT OF A SIGNED, WRITTEN CONTRACT BETWEEN EBM AND USER.  IF YOU OR THE USER WHOM YOU ARE REPRESENTING ARE NOT WILLING TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE PRECEDING ACKNOWLEDGEMENT AND AGREEMENT, THEN YOU MUST NOT SELECT THE 'I AGREE' BUTTON ASSOCIATED WITH THIS AGREEMENT AND YOU MUST NOT ACCESS OR USE THE STATISTICS COURSES, THE EBM PLATFORM OR ANY PORTION THEREOF; EBM DOES NOT AND WILL NOT GRANT YOU OR THE USER ANY RIGHT OR LICENSE TO ACCESS OR USE THE STATISTICS COURSES OR ANY PORTION THEREOF.

1.              Account; Authorization to Access and Use Statistics Courses.

1.1            Account.  User will need to set up an account with Reach 360 platform (“Account”) and purchase a one-time subscription from us (“Subscription”) in order to access or use the EBM Platform or any Statistics Courses.  Please keep your login credentials and password confidential because you will be responsible for all activity occurring through your Account.  If you think someone is using your Account without authorization then please contact us immediately (see the How to Contact Us provision below).  You may terminate your Account at any time by providing us written notice (see the How to Contact Us provision below).

1.2            Authorization.  Subject to the terms and conditions of this Agreement, EBM hereby grants to User a limited, personal, non-exclusive, non-transferable, revocable right and license, without right to grant sublicenses, during the Subscription term purchased by User, for User to access the EBM Platform remotely via the Internet and use the Statistics Courses solely for User’s own educational, non-commercial purposes.  EBM shall make the Statistics Courses available to User via a server maintained by or on behalf of EBM.  EBM reserves the right to modify the Statistics Courses at any time as business needs dictate in EBM’ sole discretion, and such modified Statistics Courses will be subject to the terms and conditions of this Agreement.

1.3            Restrictions.  Any use of the Statistics Courses not expressly permitted in this Agreement is prohibited.  User acknowledges that the Statistics Courses and its structure, organization, and source code constitute valuable trade secrets of EBM and its suppliers.  Except as expressly authorized in this Agreement, User shall not, nor shall User permit, assist or encourage any third party to:  (a) reproduce, allow use of or access to the Statistics Courses or sell, rent, lease, use for service bureau use, sublicense or otherwise transfer or distribute the Statistics Courses, in whole or in part, to any third parties; (b) modify, translate, reverse engineer, decompile, or disassemble the Statistics Courses or otherwise attempt to derive the source code for the Statistics Courses; (c) merge the Statistics Courses with other software; (d) copy, modify, adapt, alter, translate, enhance or otherwise modify or create derivative works of or from the Statistics Courses; (e) alter, destroy or otherwise remove any proprietary notices or labels on or embedded within the Statistics Courses; (f) use the Statistics Courses to develop any application or program having the same primary function as the Application or Statistics Courses; (g) otherwise exercise any rights in or to the Statistics Courses except as expressly permitted under Section 1.2 (Authorization) above; (h) use, upload, post or transmit via or in connection with the Statistics Courses any unlawful, threatening, abusive, false, libelous, defamatory, obscene, pornographic, profane, or otherwise infringing or objectionable information or content of any kind, including, without limitation, any use or transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable law, including violations of any patent, trade secret, copyright, trademark or other intellectual property right worldwide (“Intellectual Property Rights”), privacy rights or any other rights of a third party; (i) post or transmit into or via the Statistics Courses any information, software, material or other content that is subject to an Open Source License or that contains a virus, cancelbot, Trojan horse, worm or other harmful components; or (j) interfere, disrupt or attempt to gain unauthorized access to any computer system, server, network or account for which User does not have authorization to access or at a level exceeding User’s authorization.

1.4            No Implied Licenses.  The Statistics Courses are made available for a limited term and are not sold.  All rights not expressly granted in Section 1.2 (Authorization) above are reserved by EBM, and nothing in this Agreement will be deemed to grant, by implication, estoppel or otherwise, a license under any of EBM’ existing or future Intellectual Property Rights.

2.              Term. 

            This Agreement is effective from the date you click 'Accept' or otherwise access or use the EBM Platform or Statistics Courses and remains in force, unless earlier terminated as set forth herein, for that Subscription term that you purchased.  You may terminate this Agreement at any time by providing written notice to EBM. EBM may terminate this Agreement immediately in the event it determines that you have breached a material provision of this Agreement. Furthermore, this Agreement will terminate automatically without notice if you fail to comply with any term or condition of this Agreement.  Upon termination, you must immediately cease accessing or using the EBM Platform or Statistics Courses.

3.              Equipment and Access; Availability.

3.1            Equipment.  EBM shall use commercially reasonable efforts to make the Statistics Courses accessible via a web platform; however, User acknowledges and agrees that EBM shall not be responsible for performance or operational issues experienced by User with respect to access to or use of the Statistics Courses.  User shall be solely responsible for, and EBM shall have no liability in connection with, providing, maintaining and ensuring compatibility of the Statistics Courses with any hardware, third party software, electrical and other physical requirements to access and use the Statistics Courses, including without limitation operating systems, telecommunications and digital transmission connections and links, routers, local area network servers, virus software, firewalls, or other equipment and services required to or desirable for access and use of the Statistics Courses. 

3.2            Availability.  EBM shall use commercially reasonable efforts to make the Statistics Courses available to User during the term of this Agreement.  User acknowledges that from time to time the Statistics Courses may be inaccessible or inoperable for any reason, including without limitation: (a) periodic maintenance procedures, enhancements, repairs or corrections with respect to the Statistics Courses or server, as determined by EBM; (b) equipment malfunctions; (c) acts or omissions of User, including but not limited to scheduled or unscheduled outages of User’s internet browser, known and persistent slow response time on User’s internal network, or problems with User’s computer hardware or electricity; or (d) causes beyond the reasonable control of EBM or that are not reasonably foreseeable by EBM, including interruption or failure of telecommunication or digital transmission links, delays or failures due to User’s Internet Service Provider, hostile network attacks or network congestion. 

4.              Support and Other Services. 

4.1            Technical Support.  EBM will use commercially reasonable efforts to support and maintain the Statistics Courses during the term of this Agreement.  However, User acknowledges that EBM has no control over the stability and throughput speed of the Internet or availability of the Statistics Courses on a continuous and uninterrupted basis. Furthermore, this Agreement does not entitle User to receive on-site services, training services or implementation services.

4.2            Feedback.  User will use reasonable efforts to notify EBM in a timely manner of any issues or concerns with respect to the Statistics Courses.

5.              Prices and Payments. 

5.1            Course Prices.  User acknowledges and agrees that EBM may, at its sole discretion, establish the prices (if any), discounts (if any) and refunds (if any) to be charged or offered to customers for each Statistics Course.

5.2            Payments from User.  User shall pay for each Statistics Course through User’s Account.

6.              Ownership. 

            As between EBM and User, EBM is and shall remain sole and exclusive owner of all right, title and interest in and to the EBM Platform, which includes without limitation the Statistics Courses, and all Intellectual Property Rights therein, subject to the licenses granted under this Agreement.  If User is deemed to have any ownership interest in the EBM Platform and/or Statistics Courses, including any derivative work, enhancement or other modification thereto, then User shall assign, and User does hereby assign, irrevocably and royalty-free, all of such ownership interest or other rights exclusively to EBM and User shall, at EBM’ reasonable request and expense, complete, execute and deliver any and all documents necessary to effect or perfect such assignments. 

7.              Security. 

            Notwithstanding anything herein to the contrary, User shall be solely responsible for ensuring the confidentiality of User’s access credentials and passwords, which shall be issued for the limited purpose of using the Statistics Courses pursuant to the terms herein.  User is solely responsible for any authorized or unauthorized access to and use of the Statistics Courses via User’s credentials or passwords.  If any of User’s passwords are lost, stolen or otherwise compromised, User shall promptly change the password or, if User is unable to do so, User shall notify EBM, whereupon EBM shall suspend use of such password and/or account and issue a replacement password. 

8.              Representations, Warranties and Covenants.

(a)            Each Party.  Each party represents and warrants to the other party that: (i) if an entity, then it is duly organized, validly existing, and in good standing as a corporation or other entity as represented herein under the laws of its jurisdiction of incorporation or organization; (ii) it has the full right, power, and authority to enter into and perform its obligations under this Agreement; (iii) the acceptance of this Agreement has been duly authorized by all necessary corporate and/or organizational actions of the party; and (iv) when executed and delivered by such party, this Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms.

(b)            EBM Warranty and Disclaimer.  EBM warrants that (i) EBM has full corporate authority sufficient to grant User the licenses set forth in this Agreement; and (ii) during the term of this Agreement, to the knowledge of EBM at the time EBM is making the Statistics Courses available to User, the Statistics Courses shall be free from viruses, worms, trojan horses, built-in or other use-driven destructive mechanisms, or other injurious or damaging formulas, instructions or other materials (hereinafter referred to singularly or collectively as “Viruses”).  EBM MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THIS AGREEMENT, THE EBM PLATFORM OR THE STATISTICS COURSES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT AND/OR ANY WARRANTIES ARISING OUT OF A COURSE OF DEALING OR COURSE OF PERFORMANCE.  WITHOUT LIMITING THE FOREGOING, EBM DOES NOT WARRANT THAT THE STATISTICS COURSES WILL MEET USER’S REQUIREMENTS OR EXPECTATIONS OR THAT THE STATISTICS COURSES, ANY COMMUNICATIONS SENT OR RECEIVED IN CONNECTION THEREWITH OR USER’S USE OF THE SAME WILL BE UNINTERRUPTED, ERROR-FREE, VIRUS-FREE OR COMPLETELY SECURE, NOR DOES EBM MAKE ANY WARRANTY AS TO ANY RESULTS THAT MAY BE OBTAINED BY USE OF THE STATISTICS COURSES.  EBM SHALL HAVE NO LIABILITY FOR ANY INACCESSIBILITY OF THE STATISTICS COURSES, ANY VIRUS, TRAPS OR OTHER HARMFUL CODE DIRECTLY OR INDIRECTLY TRANSMITTED BY OR THROUGH THE STATISTICS COURSES (EXCEPT WHERE THE SAME WAS INTENTIONALLY OR KNOWINGLY TRANSMITTED BY EBM WITHOUT USER’S CONSENT), OR ANY DELAY OR FAILURE OF ANY TRANSMISSION, COMMUNICATION OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED VIA THE STATISTICS COURSES. 

9.              Limitation of Liability.  IN NO EVENT WILL EBM BE LIABLE TO THE USER, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, STRICT LIABILITY AND NEGLIGENCE), FOR LOST PROFITS OR REVENUES, LOSS OF USE OR LOSS OF DATA, OR FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, MULTIPLE, INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE EBM PLATFORM AND/OR THE STATISTICS COURSES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF USER IS DISSATISFIED WITH THE STATISTICS COURSES, USER’S SOLE AND EXCLUSIVE REMEDY HEREUNDER SHALL BE FOR USER TO DISCONTINUE USER’S USE OF THE STATISTICS COURSES AND TERMINATE THIS AGREEMENT.  NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE TOTAL CUMULATIVE LIABILITY OF EBM (INCLUDING ANY AFFILIATES OF EBM) IN CONNECTION WITH THIS AGREEMENT SHALL IN NO EVENT EXCEED ONE HUNDRED DOLLARS ($100).  USER ACKNOWLEDGES THAT THE DISCLAIMERS AND LIMITATIONS HEREIN REFLECT A FAIR ALLOCATION OF RISK AND THAT EBM WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT SUCH LIMITATIONS ON ITS LIABILITY, AND USER AGREES THAT THE FOREGOING DISCLAIMERS AND LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE.  BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES, IN SUCH JURISDICTIONS, THE PARTIES AGREE THAT THE LIABILITY OF EBM (INCLUDING THE EBM LICENSORS) SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH JURISDICTION.

10.            U.S. Government Restricted Rights Notice.  The Statistics Courses were developed at private expense and constitute a Commercial Item, as that term is defined in 48 CFR 2.101, consisting of Commercial Computer Statistics Courses and Commercial Computer Statistics Courses Documentation as such terms are used in 48 CFR 12.212 and 48 CFR 227.7202-1 through 227.7202-4, as applicable.  If applicable, the Statistics Courses are licensed to U.S. Government end-users only as a Commercial Item and with only those rights granted to all other end-users pursuant to the terms and conditions herein.

11.            No Third Party Beneficiaries.  No provisions of this Agreement, whether express or implied, are intended or will be construed to confer upon or give to any person or entity other than the specific parties hereto any rights, remedies or other benefits under or by reason of this Agreement.

12.            Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Colorado without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Colorado.  Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Colorado, in each case located in the city of Denver and County of Denver, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

13.            General. 

            This Agreement is the entire agreement between you and EBM relating to the EBM Platform and Statistics Courses.  It supersedes all prior or contemporaneous oral or written communications, proposals, warranties and representations with respect to its subject matter, and following your acceptance of this Agreement by clicking on the ‘Accept’ button, will prevail over any conflicting or additional terms of any other communications by or between you and EBM.  No modification to this Agreement is binding unless in writing and signed by an authorized representative of each party.  A waiver or failure by a party to exercise, in any respect, any right provided for herein shall not be deemed a waiver of any further right hereunder.  If any provision of this Agreement is held to be in violation of applicable law, void or unenforceable, then such provision shall be waived to the extent necessary for this Agreement to be otherwise enforceable; however, if deletion of any provision of this Agreement by operation of this Section unreasonably compromises, in a party’s opinion, the rights or liabilities of the party and/or its licensors, then the party reserves the right to terminate this Agreement.  The following Sections will survive expiration or the earlier termination of this Agreement:  1.3 (Restrictions); 6 (Ownership); 8(c) (Disclaimer); 9 (Limitation of Liability); 10 (U.S. Government Restricted Rights Notice); 11 (No Third Party Beneficiaries); 12 (Governing Law; Submission to Jurisdiction); and 13 (General).

14.            How to Contact Us.  If you want to contact us, then please contact us through the web contact form accessible here.