Terms of Service

Instructor Subscription Agreement

This Agreement (“Agreement”) is entered into by and between ProTrainings, a Michigan Limited Liability Company (hereinafter "ProTrainings”) and By any individual or entity meeting the purpose below (hereinafter "Subscriber") individually known as “Party” and together known as the “Parties.”

  1. Purpose. Subscriber wishes to join the ProTrainings Instructor Network and engage in the business of teaching or otherwise disseminating ProTrainings courses and materials. By continuing use of the website and enrolling in the instructor subscription program, Subscriber agree to be bound by this Agreement.
  2. Effective Date and Term. This Agreement is made and becomes effective upon receipt by ProTrainings of the initial funds required to begin the subscription. The day initial funds to join the ProTrainings Instructor Network as described here are received will be the “Effective Date” of this agreement, and the term of this Agreement is one year from the Effective Date. This Agreement will automatically renew every year from the Effective Date indefinitely unless Terminated by either Party with 10 days written Notice (see “Notice” below).
  3. At Will Agreement. Either Party may Terminate (see “Termination” below) this Agreement at any time with or without cause with 10 days written Notice.
  4. Relationship of the Parties. Nothing contained herein will be construed as creating any agency, partnership, joint venture or other form of joint enterprise between the Parties. Neither Party possesses the authority to contractually obligate the other Party. Subscriber is not an independent contractor, and neither Subscriber nor Subscriber's’ staff is, or shall be deemed, ProTrainings’ employees. As such ProTrainings has the right to refuse any service to Subscriber that may disadvantage ProTrainings in any way.
  5. Use of ProTrainings’ Website. As a condition for using the ProTrainings instructional programs or online educational products herein and/or maintaining an information access account, Subscriber expressly accepts, without limitation or modification, the following conditions, terms, and Notices:
    1. The information included on the ProTrainings web based education is provided on an "as is," "as available" basis. Information provided is obtained from sources deemed to be reliable. ProTrainings disclaims all warranties, either express or implied, including the warranties of accuracy, timeliness, completeness, adequacy, non-infringement, merchantability, fitness for any particular purpose, or the results to be obtained from use of such information. This disclaimer of liability applies to any warranty for information, data, services, or products provided through or in connection with the website.
    2. Discussion on this site of certain non-profit organizations and their programs are provided as general information only and are not intended to provide medical legal, medical advice or legal advice. Under no circumstance is the information contained herein to be used or considered as an official form of treatment. In addition, the information available on our Web site is posted for informational purposes only.
    3. Neither ProTrainings, nor any of its employees, agents, successors, assigns, affiliates, or content or service providers shall be liable to Subscriber or other third parties for any loss, injury, claim, liability, or damage of any kind (including, without limitation, attorneys' fees and lost profits, opportunities or savings) resulting from, arising out of or any way related to:
      1. (a) any errors in, inaccuracies, omissions, or other defects in authenticity of the information, including but not limited to content, technical inaccuracies and typographical errors, or
      2. (b) any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorized access to, alteration of, or use of record, whether for breach of contract, tortuous behavior, negligence, or under any other cause of action.
    4. ProTrainings reserves the right to change any information on this Web Site including but not limited to revising and/or deleting features or other information without prior Notice. The content presented at this Site may vary depending upon browser limitations.
    5. Clicking on certain links within this Web Site might take Subscriber to other web sites for which we assume no responsibility of any kind. Accordingly, ProTrainings expressly disclaims any responsibility for the content of these other Web sites, the accuracy of the information on these Web sites or the quality of products or services provided by the organizations that maintain them. The existence of such links should not be construed as a recommendation, endorsement, approval or verification by ProTrainings of any content available on third party sites. ProTrainings reserves the right to require written consent for, or request the removal of, any links to our Web site.
    6. Subscriber is responsible for maintaining the confidentiality of Subscriber’s account and password (where applicable). Subscriber is fully responsible for all activities that occur using Subscriber’s account or password. Subscriber must notify ProTrainings immediately of any unauthorized use of Subscriber’s account or password or any other breach of security. ProTrainings will not be liable for any loss that Subscriber may incur as a result of someone else using Subscriber’s password or account, either with or without Subscriber’s knowledge. Subscriber may not use anyone else's password at any time.
    7. ProTrainings is the owner of the information on this Web Site including but not limited to any screens appearing at the Site. ProTrainings does not grant any license or other authorization to any user of its trademarks, registered trademarks, service marks, or other copyrightable material or other intellectual property, by placing them on this Web Site.
    8. Insubstantial portions of information from this Web Site may be included in memoranda, reports and presentations, but only if such memoranda, reports and presentations are distributed or otherwise made available in non-electronic form, to a limited number of individuals. Subscriber must attribute the information to ProTrainings in all such memoranda, reports and presentations. All other usage, in part or whole, must include copyright notices from ProTrainings with the phrase "Reprinted with permission from ProTrainings (http://www.www.proskilleval.com)". Subscriber may not post any content from this Web Site to newsgroups, mail lists or electronic bulletin boards, without the prior written consent of ProTrainings.
  6. Ownership of Data, Property, and Copyrights.
    1. All records of the accounts of customers of ProTrainings, of any nature, whether existing at the time of this Agreement, procured through the efforts of Subscriber, or learned by Subscriber from any other source, and whether prepared by Subscriber or otherwise, shall be the exclusive property of ProTrainings.
    2. Subscriber agrees that data within the ProTrainings system, including but not limited to student training records, contact information, and certification records is the property of ProTrainings.
    3. During the term of this Agreement Subscriber will have access to and become acquainted with various trade secrets, consisting of formulas, patterns, devices, secret inventions, processes, and compilations of information, records, and specifications, all of which are owned by ProTrainings and regularly used in the operation of ProTrainings' business. All files, records, documents, drawings, specifications, equipment, and similar items relating to the business of ProTrainings, whether they are prepared by Subscriber or come into Subscriber's possession in any other way and whether or not they contain or constitute trade secrets or confidential information owned by ProTrainings, are and shall remain the exclusive property of ProTrainings and shall not be used under any circumstances whatsoever without the prior written consent of ProTrainings.
    4. Subscriber shall not misuse, misappropriate, or disclose any of the trade secrets or confidential information described herein, directly or indirectly, or use them in any way, either during the term of this Agreement or at any time thereafter.
    5. Subscriber is not bound to any non-compete stipulation beyond those listed in this Agreement and may hold training courses outside of this Agreement.
  7. Limitation of Liability and Indemnity. Subscriber indemnifies and holds harmless ProTrainings to the extent permitted by applicable law against all claims, suits, costs, damages, and expenses, including reasonable attorney's fees, arising out of any breach or alleged breach of this Agreement. ProTrainings will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection to this Agreement.
  8. Indemnity Obligations. Subscriber shall at its expense defend or settle any claim, suit or proceeding (“Claim”) brought against ProTrainings in a U.S. Court, including its officers, directors, employees, members, managers, agents, legal representatives, subsidiaries or affiliates (each a “ProTrainings Indemnitee”) by a party that is not a ProTrainings Indemnitee as a result of Subscribers actions in the due course of service.
  9. Subscriber’s Responsibilities. Subscriber represents, warrants, and agrees to:
    1. Follow all the current policies, regulations and procedures of ProTrainings related to the conduct and administration of skill evaluations/classes.
    2. Maintain updated contact information and regular communication with ProTrainings.
    3. Assist ProTrainings in resolving issues that may arise with participants.
    4. Accept evaluation of responsibilities by ProTrainings staff.
    5. Maintain a safe environment and proper equipment necessary for skill evaluations/classes.
    6. Provide honest and fair skill evaluations/instruction for participants.
    7. Conduct the complete evaluation requirements for each participant and provide appropriate information to participants for the completion of their certification.
    8. Recognize that ProTrainings materials are copyrighted and may be reproduced only with the permission of ProTrainings.
    9. Recognize that this Agreement remains in effect as long as the Subscriber’s requirements for authorization are maintained with ProTrainings.
    10. Not use of the name, logo, endorsement, services, or property of ProTrainings, without the express written permission of ProTrainings.
    11. Not charge any fees or seek financial gain for services relating to ProTrainings outside of the ProTrainings Instructor Network program in the due course services.
    12. Not disclose any confidential information that is available solely as a result of the affiliation with ProTrainings to any person not authorized to receive such information.
    13. Not operate in any manner that is contrary to the best interest of ProTrainings.
    14. Not operate against the best interests of ProTrainings where a conflict exists. If the interests of any organization in which he or she has a financial interest or with which he or she is affiliated conflicts, the Subscriber shall disclose such conflict to ProTrainings as soon as he or she becomes aware of it.
    15. Subscriber shall follow ProTrainings policies and procedures including but not limited to the ones listed above to the best of his or her capability, and acknowledges that failure to follow the above policies and procedures may, at ProTrainings sole discretion, result in the immediate revocation of registration in the ProTrainings Instructor Network and Termination of this Agreement.
  10. ProTrainings Responsibilities. ProTrainings shall endeavor to:
    1. Provide Subscriber technical support and open communication,
    2. Provide Subscriber course curriculums and access to training materials detailed in the ProTrainings Instructor Network promptly.
    3. Maintain Subscriber and participant records.
    4. Provide timely updates and information to Subscriber.
    5. Deliver student certifications.
  11. Fee Structure. The Subscriber agrees to the following fee terms (“Fee” or “Fees”) for joining the ProTrainings Instructor Network. The Fees are a subscription and will recur at regular intervals. Unless otherwise indicated all charges associated with Subscriber’s access to the ProTrainings Instructor Network are due in full upon commencement of Subscriber's term. No refunds or credits for Fees or payments will be provided to Subscriber if Subscriber elects to downgrade Subscriber’s access to the ProTrainings Instructor Network if such downgrades are currently available by ProTrainings. Downgrading may cause a loss of content, features, or capacity of the ProTrainings Instructor Network as available to Subscriber, and ProTrainings does not accept any liability for such loss. Unless otherwise stated, ProTrainings Fees do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). Subscriber is responsible for paying Taxes. ProTrainings reserves the right to change or modify these Fees at its sole discretion. In the event ProTrainings modifies the Fees the new Fees will take effect for Subscriber at next charge or renewal period (monthly or annually, for example. If Subscriber pays by credit card or certain other payment instruments, the ProTrainings will provide an interface for Subscriber’s change credit card information (e.g. upon card renewal). Subscriber will receive a receipt upon payment.
    1. Subscriber hereby authorizes the ProTrainings to bill or charge Subscriber’s credit card or other payment instrument on a periodic basis in accordance with the terms of payment outlined above. Subscriber further agrees to pay any Fees so incurred. If applicable, Subscriber hereby authorizes ProTrainings to charge Your credit card or other payment instrument to establish such prepaid credit. Subscriber agrees to promptly update account information on file with ProTrainings with any changes (for example, a change in Subscriber’s billing address or credit card expiration date) that may occur. Any Subscriber that mandates ProTrainings to use a vendor payment portal or compliance portal which charges ProTrainings a subscription fee or a percentage of any uploaded invoice as a required cost of doing business, shall be invoiced by ProTrainings for the cost of this fee.
    2. Subscriber acknowledges that in the event Subscriber does not pay the total Fees due at bring Subscriber’s account with ProTrainings current ProTrainings may at its sole discretion freeze, pause, otherwise limit, or terminate Subscriber’s access to ProTrainings resources, website, ProTrainings Instructor Network, or other property or service of ProTrainings until Subscriber’s account is fully paid up.
    3. In the event Subscriber terminates this Agreement and later renews this Agreement Subscriber may be required by ProTrainings to pay Fees related to reinstating Subscriber’s account along with any prior unpaid dues, fees, or other remaining balances owed ProTrainings.
  12. Subscriber’s Representation and Agency
    1. Subscriber shall not, without the prior express written authorization from ProTrainings, contact customers or potential customers of ProTrainings directly; represent herself as an agent or employee of ProTrainings for the purpose of obtaining new or additional business; obligate ProTrainings in any manner; or in any way undermine the professional standing, reputation, or credibility of ProTrainings.
    2. Subscriber shall not, without the prior express written authorization from ProTrainings, contact customers of ProTrainings directly on behalf of herself or another organization for the purpose of obtaining new or additional business.
    3. Subscriber agrees not to obligate ProTrainings beyond previously outlined scopes of service or in any way undermine the professional standing, reputation, or credibility of ProTrainings while serving as an agent for the ProTrainings Instructor Network.
  13. Termination. Either Party may Terminate this Agreement with 10 days written Notice. Upon Termination Subscriber may lose access to records, data, and other information on ProTrainings website that is not publicly posted. Subscriber will also lose all privileges granted in connection to the ProTrainings Instructor network, including but not limited to the teaching of classes and issuance of certificates. These records, data, and other information were and are the property of ProTrainings and Subscriber agrees to not contest the ownership of said data, records, or other information. ProTrainings may also at its sole discretion block Subscribers access to any login, web portal, or other means of access until Subscriber renews Agreement (see “Survivorship and Renewal”). Notwithstanding, ProTrainings may at its sole discretion Terminate this Agreement immediately by sending Notice to Subscriber of an Accelerated Termination (“Accelerated Termination”). In the event of an Accelerated Termination Subscriber will immediately cease and desist from any activity related to this Agreement not pursuant to filling Subscriber’s Termination obligations. In the event of a Termination of this Agreement by either Party, Subscriber shall:
    1. Cooperate with ProTrainings in any requests related to the Termination of this Agreement.
    2. Cease to engage in services related to this Agreement including but not limited to the teaching of classes and issuance of any certifications.
  14. Survivorship and Renewal. In the this Agreement is Terminated by either Party, articles 4, 5, 6, 7, 8 13, 14, 15, and 16 shall survive as long as permitted by law. In the event Subscriber Terminates and later renews this Agreement a new Effective Date shall govern this Agreement as determined by the payment of initial funds required to join the ProTrainings Instructor Network in addition to any prior unpaid dues, fees, or other payments owed to ProTrainings by Subscriber from in the prior Term of this Agreement.
  15. Notice. Any notice required under this Agreement shall be given in writing, in the English language, and sent to Subscriber in accordance with this provision. Any notice or request required or permitted to be given under or in connection with this Agreement shall be deemed to have been duly given on the date of delivery or transmission if delivered accordingly.
  16. General Provisions
    1. Entire Agreement: This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the engagement of Subscriber by ProTrainings, and contains all of the covenants and agreements between the parties with respect to that engagement in any manner whatsoever. Each party to this Agreement acknowledges that no representation, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not in writing in this Agreement, and that no other agreement, statement, or promise not contained in this agreement shall be valid or binding on either party, except that any other written agreement dated concurrent with or after this Agreement shall be valid as between the signing parties thereto.
    2. Assignment: Subscriber shall not assign or transfer any part of its rights or obligations contained in this Agreement or any interest therein without the prior written consent of the ProTrainings.
    3. Modifications: Any modification of this Agreement will be effective only if it is in writing and signed by both parties.
    4. Interpretation: The headings of paragraphs are included in this Agreement for purposes of information and convenience only and shall not affect the meaning or be used in interpreting the terms of this Agreement.
    5. No Waiver: The failure of either party to insist on strict compliance with any of the terms, covenants, or conditions of this Agreement by the other party shall not be deemed a waiver of that term, covenant, or condition, nor shall any waiver or relinquishment of any right or power at any one time or times be deemed a waiver or relinquishment of that right or power for all or any other times.
    6. Severability: In the event any provision herein is found by a court of competent jurisdiction to be void or unenforceable, the provision shall be modified as necessary to conform to such laws or, if such modification would destroy the intent of the Parties, the provision shall be severed from this Agreement, and this Agreement shall be interpreted without reference to the severed provision. Notwithstanding any provision in this Agreement to the contrary, it is not the intent of either Party to have the Agreement terminated or voided due to a finding of unenforceability, excessiveness or unreasonableness.
    7. Partial Invalidity: If any provision in this Agreement is held by a court of competent jurisdiction of be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.
    8. Governing Law: Without reference to choice or conflict of law principles and rules otherwise applicable, this Agreement shall be governed by and construed in all respects according to the laws of the State of Michigan, and the Parties hereto agree to submit to the non-exclusive jurisdiction of the courts of the State of Michigan.
    9. Attorney's Fees: If any legal action is commenced or necessary to enforce or interpret the terms of this Agreement, Subscriber shall not be entitled to reasonable attorneys' fees, costs, and necessary disbursements in addition to any other relief to which that party may be entitled.