Sherpa Alliance

Acceptance of Terms of Service

Please read through these Terms of Service carefully.  By accessing and/or using Sherpa Alliance’s Web site at www.Sherpa Alliance.com (the “Public Site”) including the online store, or by otherwise accessing any content found on the Site, you are deemed to have entered into an agreement with Sherpa Alliance and to have agreed to be bound by the terms set out below.

The Sites are owned and operated by Sherpa Alliance.

Downloadable Product: Terms & Conditions/Permissions

The enclosed materials and tools are licensed by Sherpa Alliance Inc. to the purchasing customer for their own use as an individual user and with their team of direct reports.  These materials and tools may not be transferred to a third party outside or below that team of direct reports without purchasing additional copies/licenses.  Sherpa Alliance Inc does not warrant these materials and tools , nor the results from using them in any way. All materials are copyrighted.  All rights are reserved. 

Online Store Policy

All sales are final. No refunds are accepted.

Intellectual Property Protection

The contents and design of the Sites and any material electronically provided to you or otherwise supplied to you in conjunction with the Sites (such contents, design and materials being collectively referred to as the "Sherpa Alliance Content"), are copyright of Sherpa Alliance and the other contributors to the Sites. You may not use or reproduce or allow anyone to use or reproduce any trade marks (such as the “Sherpa Alliance” name and logo or other trade names appearing on the Sites) for any reason without written permission from Sherpa Alliance or the identified owner
Use of Sherpa Alliance Content

You may retrieve and display the Sherpa Alliance Content on a computer screen, print individual pages on paper (but not photocopy them) and store such pages in electronic form on your computer for your personal, non-commercial use. Except as expressly set out above, you may not reproduce, modify or in any way commercially exploit any of the Sherpa Alliance Content. In particular, but without limiting the general application of the restrictions contained in the preceding sentence, you may not do any of the following without prior written permission from Sherpa Alliance:

   1. reproduce or store in or transmit to any other Web site, newsgroup, mailing list, electronic bulletin board, server or other storage device connected to a network or regularly or systematically store in electronic or print form, all or any part of the Sherpa Alliance Content, or
   2. modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works from, distribute, perform, display, or in any way exploit all or any part of the Sherpa Alliance Content (including use as part of any library, archive or similar service) without the prior written consent of Sherpa Alliance, or
   3. remove the copyright or trade mark notice from any copies of the Sherpa Alliance Content made under these Terms of Use.

Any use of the Sherpa Alliance Content not specifically permitted above is expressly prohibited.

Requests for permission for other uses may be sent to Sherpa Alliance, 6744 Camphor Place, Carlsbad, California, USA, 92009, Attention: Permission Request.

Third Party Transactions

You may use the Sites to purchase products or services from Sherpa Alliance's third party partners. In that event, your contract for such products will be with the third party partner and not with Sherpa Alliance.

Term and Termination

Sherpa Alliance may, in its discretion, terminate or suspend your access to all or part of the Sites (including any right to access and use the Sherpa Alliance Content) with cause by delivering notice to you.

The rights of termination are in addition to all other rights or remedies of Sherpa Alliance provided in these Terms of Use or by law.

Changes to the Sites

Sherpa Alliance reserves the right, in its discretion, to suspend, change, modify, add or remove portions of the Sherpa Alliance Content available on the Sites at any time.

Registration, Passwords and Responsibilities

The Site and online store is only open to you if you register. You are solely responsible for the confidentiality and use of and access to the Sherpa Alliance Content and the Member Site using your user name and sign-on password. You agree to immediately notify Sherpa Alliance if you become aware of any loss or theft of any sign-on password or any unauthorized use of a sign-on password, user name, or of the Sherpa Alliance Content or the Sites. You will provide Sherpa Alliance with accurate, complete registration information (including in particular your e-mail address) and inform Sherpa Alliance of any changes to such information. For the purpose of confirming your compliance with the terms of these Terms of Use, Sherpa Alliance reserves the right to monitor and record activity on the Sites, including access to the Sherpa Alliance Content.

Each registration is for a single user only. You may not share your user name and password with any other person. Sherpa Alliance does not permit access through a single name and password being made available to multiple users on a network. Sherpa Alliance may cancel or suspend your access to the Sites if you do this without further obligation to you.

Confidentiality Pledge and Standards

All members of the Sherpa Alliance community (including members, chairs, speakers, Sherpa Alliance Associates or Staff) who access the Member Site agree to abide by the duties and obligations set out in Sherpa Alliance's Confidentiality Pledge and Standards.

Privacy Policy

The information that you provide about yourself to Sherpa Alliance will only be used in accordance with Sherpa Alliance's Privacy Policy Statement.

No Warranty, Disclaimer of Liability and Indemnity

While every effort has been made to ensure the high quality and accuracy of the Sites, Sherpa Alliance makes no warranty, express or implied concerning the Sherpa Alliance Content, the Sites, software or products or services available through the Sites (the "Site Services"), which are provided "as is". Sherpa Alliance expressly disclaims all warranties, including but not limited to warranties of fitness for a particular purpose and warranties of merchantability. In no event will Sherpa Alliance, its affiliates or other suppliers be liable for direct, special, incidental, or consequential damages (including, without limitation, damages for loss of business profits, business interruption, loss of business information or other pecuniary loss) arising directly or indirectly from the use of (or failure to use) or reliance on the Site Services, even if Sherpa Alliance has been advised of the possibility that such damages may arise. Sherpa Alliance does not guarantee the accuracy, content, or timeliness of the Sherpa Alliance Content or Site Services or that they or related systems are free from viruses or other contaminating or destructive properties.

In no event will any liability of Sherpa Alliance, its affiliates, agents and licensors to you (and/or any third party) arising out of any kind of legal claim (whether in contract, tort, or otherwise) in any way connected with the Site Services or breach of these Terms of Use by Sherpa Alliance exceed the amount, if any, paid by you to Sherpa Alliance in respect of the particular Site Service to which the claim relates or by way of membership dues.

Upon Sherpa Alliance's request, you agree to defend, indemnify and hold harmless Sherpa Alliance from any claims and expenses, including reasonable legal fees, related to any breach of these Terms of Use by you or your use of any Site Services.

Force Majeure

Sherpa Alliance, its affiliates and its information providers will not be liable or deemed to be in default for any delay or failure in performance or interruption of the delivery of the Sherpa Alliance Content resulting directly or indirectly from any cause or circumstance beyond its or their reasonable control, including but not limited to failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes or natural disasters, strikes or other labor problems, wars, or governmental restrictions.

Changes to these Terms

Sherpa Alliance may, in its discretion, change these Terms of Use (including those relating to your use of Sites and/or the Sherpa Alliance Content). When the Terms of Use are changed, Sherpa Alliance will notify you by e-mail or by publishing details of those changes by including them in these Terms of Use. If you use the Sites after Sherpa Alliance has published or notified you of the changes, you are agreeing now to be bound by those changes. If you do not agree to be bound by those changes, you should not use the Sites any further after they are published. Access to certain the Sherpa Alliance Content may be subject to additional terms and conditions.

Advertising, Third Party Content and other Web sites

Parts of the Site may contain third party content. Content providers are responsible for ensuring that material submitted for inclusion on the Sites complies with international and national law. Sherpa Alliance is not responsible for any third party content. The Sites may contain links to other Web sites. Sherpa Alliance is not responsible for the availability of these Web sites or their contents.

Assignment of Agreement

This agreement is personal to you and your rights and obligations under these Terms of Use may not be assigned, sub-licensed or otherwise transferred. This agreement may be assigned to a third party by Sherpa Alliance.

Non-Waiver

No delay or omission on the part of either party in requiring performance by the other party of its obligations will operate as a waiver of any right.

Notices

Notices to Sherpa Alliance must be given in writing by letter and sent to Sherpa Alliance’s last known place of business in San Diego (for the attention of the General Counsel).

Severability/Survival/Statute of Limitations

If any provision of these Terms of Use is invalid or unenforceable, such will not render all the Terms of Use unenforceable or invalid but rather the Terms of Use will be read and construed as if the invalid or unenforceable provision(s) are not contained therein. Any cause of action of yours with respect to these Terms must be filed in a court of competent jurisdiction in San Diego, California, USA, within one year after the cause of action has arisen, or such cause will be barred, invalid, and void.

Whole Agreement

Save as expressly referred to herein, any representation, warranty, term or condition not expressly set out in these Terms of Use shall not apply.

Headings

Headings in these Terms of Use are for convenience only and have no legal meaning or effect.

Governing Law and Jurisdiction

These Terms of Use shall be governed by, and construed in accordance with, the law of the State of California. The parties irrevocably agree that the courts of San Diego, California shall (subject to the paragraph below) have exclusive jurisdiction to settle any dispute which may arise out of, under, or in connection with these Terms of Use or the legal relationship established by them, and for those purposes irrevocably submit all disputes to the jurisdiction of the San Diego, California courts.

For the exclusive benefit of Sherpa Alliance, Sherpa Alliance shall retain the right to bring proceedings as to the substance of the matter in the courts of the country of your residence or, where these Terms of Use are entered into in the course of your trade or profession, the country of your principal place of business.