Full policy

This Career Connections Learning Management System Agreement (the "Agreement") is entered into by and between Carpenters International Training Foundation, with offices at 212 Carpenters Union Way, Las Vegas, NV 89119 ("CITF"), and the entity agreeing to these terms ("Customer").

Background and Purpose of the Agreement

The Career Connections Learning Management System (“CC LMS”) [1] is an online learning program created by the CITF designed to introduce high school students to the craft and trade of carpentry.  Every graduate who completes the program gains a jump-start into a career as a professional union carpenter.  Certified graduates may receive advanced placement at UBC pre-apprenticeship and/or apprenticeship programs.

The parties believe that entering into this Agreement is mutually beneficial.  The Customer school district, school, or other educational institution will have the benefit of introducing its students to a viable alternative to college and a viable career path.  The CITF will benefit from the fact that some of the individuals entering the affiliated apprenticeship programs will have already had some relevant educational background that they can build on once they start the apprenticeship program.  The parties also recognize the community benefits from having highly skilled carpenters.  No student, however, will in any way be obligated to pursue a particular career, educational/training path or join a union as a result of having benefited from CC LMS.

As part of the program, the CITF has produced and will continue to update instructional material, such as manuals and videos, testing material, such as quizzes, and materials such as certificates and badges of excellence. The CITF itself will not be teaching any students nor will it grade their work or give out awards or issue certificates. Instead, the instruction and support will be provided by either the Customer or the Local Training Center, generally within the same geographic area of the Customer. It is the instructors at the same school who will grade the students’ work, give out awards and issue certificates. However, the CITF will be the entity that will be responsible for storing the digital material of the CC LMS, including its instructional material, and the relevant information specific to each student, such as the student’s test answers and results, their log-in history, and identifying information, as well as the relevant information to the instructors at the school and the administrators of the Customer.

The parties are entering into this Agreement to set forth the responsibilities of each party with respect to CC LMS, including with respect to matters such as the maintenance of private educational information about the students who will be using the CC LMS.  The capitalized terms used herein are defined at the end of the Agreement.

This Agreement consists of the following documents: this document; the CITF Product Privacy Policy referenced in section 1.5; attached hereto as Exhibit “A”; Terms of Service referenced in section 1.6, attached hereto as Exhibit “B”; Family Education Rights and Privacy Act Policy, referenced in section 5.3, attached hereto as Exhibit “C”; and the terms located at a particular URL, per section 13.12.

Terms of the Agreement

This Agreement is effective as of the date Customer clicks the "I Accept" button below (the "Effective Date"). If you are accepting on behalf of Customer, you represent and warrant that: (i) you have full legal authority to bind your employer, or the applicable entity, to these terms and conditions; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of the party that you represent, to this Agreement. If you do not have the legal authority to bind Customer, please do not click the "I Accept" button below. This Agreement governs Customer's access to and use of the Services.

• 1. Services
  • 1.1 Facilities and Data Transfer. All facilities used to store and process Customer Data will adhere to commercially reasonable security standards no less protective than the security standards at facilities where CITF stores and processes its own information of a similar type. CITF has implemented at least industry standard systems and procedures to ensure the security and confidentiality of Customer Data, protect against anticipated threats or hazards to the security or integrity of Customer Data, and protect against unauthorized access to or use of Customer Data. As part of providing the Services, CITF may transfer, store and process Customer Data in the United States or any other country in which CITF or its agents maintain or will in the future maintain facilities (currently, only Canada). By using the Services, Customer consents to this transfer, processing and storage of Customer Data.
  • 1.2 Modifications.
    • a. To the Services. CITF may make commercially reasonable changes to the Services from time to time. If CITF makes a material change to the Core Services, CITF will inform Customer, provided that Customer has subscribed with CITF to be informed about such material change.  This is commonly done via “release notes.”
    • b. To this Agreement. CITF may make commercially reasonable changes to this Agreement from time to time. If CITF makes a material change to this Agreement, CITF will inform Customer by either sending an email to the Notification Email Address or alerting Customer via the CC LMS School Administrator Interface or via available “release notes”. Material changes to the Agreement will become effective in twenty-one days after the notice from CITF, unless a court order or applicable law requires a sooner implementation of the change. If the change has a material adverse impact on Customer, and the change is not a result of CITF complying with a court order or applicable law, Customer may provide written notice to CITF within fourteen days after being informed of the change that Customer does not agree with the change.  If Customer gives this notice online via the CC LMS School Administrator Interface, then Customer will remain governed by the terms in effect immediately prior to the change.  If the Services are renewed, they will be renewed under CITF's then current agreement.
  • 1.3 No Ads. Subject to section 7, CITF will not use Customer Data for advertising purposes.
  • 1.4 End User Accounts. Customer may request relevant and applicable End User Accounts by: (i) requesting them online via the CC LMS School Administrator Interface; or (ii) after the Services Commencement Date, contacting CITF support personnel. Customer can suspend or delete End User Accounts at any point in time through the CC LMS School Administrator Interface.
  • 1.5 Privacy Notice. The CITF Product Privacy Policy governs how CITF collects and uses information from Customer or End Users.  It is incorporated into this Agreement by reference.
    
  • 1.6 Terms of Service. Customer will use the Services in accordance with the Terms of Service, which are incorporated by this reference into this Agreement.
• 2. Customer Obligations
  • 2.1 Permitted Uses. The Services are permitted for use only by (a) non-profit educational institutions and (b) other non-profit entities (as defined under the relevant state statutes).
  • 2.2 Customer Administration of the Services. Customer may specify one or more Administrators through the CC LMS School Administrator Interface who will have the rights to access Admin Account(s) and to administer the End User Accounts. Customer is responsible for: (a) maintaining the confidentiality of the password and Admin Account(s); (b) designating those individuals who are authorized to access the Admin Account(s); and (c) ensuring that all activities that occur in connection with the Admin Account(s) comply with the Agreement. Customer agrees that CITF's responsibilities do not extend to the internal management or administration of the Services for Customer and that CITF is merely a data-processor.
  • 2.3 Administrator Access End User Consent.
    • (a) Administrator Access. Administrators will have the ability to access all Customer’s End User Accounts, including the ability to access, monitor, use, modify, withhold, or disclose any data available to End Users associated with their End User Accounts.
    • (b) Local Training Center as Administrator. If Customer orders Services via an affiliated CITF Local Training Center, the Local Training Center may have limited access to Customer’s Account and Customer’s End User Accounts in order to fulfill their role in supporting the Customer. Customer understands that CITF does allow access by any Local Training Center to Customer’s Account or Customer’s End User Accounts.
      
    • (c) End User Consent. Customer will obtain and maintain all required consents from End Users to allow: (i) Administrators to have the access described in this Agreement; and (ii) CITF’s provision of the Services to Administrators and End Users.
  • 2.4 Unauthorized Use. Customer will use commercially reasonable efforts to prevent unauthorized use of the Services and to terminate any unauthorized use. Customer will promptly notify CITF of any unauthorized use of, or access to, the Service of which it becomes aware.
  • 2.5 Restrictions on Use. Unless CITF specifically agrees in writing, Customer will not, and will use commercially reasonable efforts to make sure a third party does not: (a) sell, resell, lease, or the functional equivalent, the Service to a third party (unless expressly authorized in this Agreement); (b) attempt to reverse engineer the Service or any component; (c) attempt to create a substitute or similar service through use of, or access to, the Service; (d) use the Service for High Risk Activities; (e) use or access the Service in a manner intended to avoid incurring Fees (where Fees are applicable); (f) use the Services to store or transfer any Customer Data that is controlled for export under Export Control Laws; or (g) use any information or Services covered by this Agreement in a manner or purpose not contemplated by this Agreement. Customer is solely responsible for any applicable compliance with HIPAA and other laws relating to medical records.
• 3. Technical Support Services.
  • 3.1 By Customer. Customer will, at its own expense, respond to questions and complaints from End Users or third parties relating to Customer's or End Users' use of the Services. Customer will use commercially reasonable efforts to resolve support issues before escalating them to the Local Training Center.
  • 3.2 By the Local Training Center. If Customer cannot resolve a support issue consistent with the above, then Customer may escalate the issue to the Local Training Center that supports the Customer.
• 4. Suspension
  • 4.1 Of End User Accounts by CITF. If CITF becomes aware of an End User's violation of the Agreement, then CITF may specifically request that Customer Suspend the applicable End User Account. If Customer fails to comply with CITF's request to Suspend an End User Account within seven days, then CITF may do so. The duration of any Suspension by CITF will be until the applicable End User has cured the breach, which caused the Suspension.
  • 4.2 Emergency Security Issues. Notwithstanding the foregoing, if there is an Emergency Security Issue, then CITF may automatically Suspend the offending use. Suspension will be to the minimum extent and of the minimum duration required to prevent or terminate the Emergency Security Issue. If CITF Suspends an End User Account for any reason without prior notice to Customer, at Customer's request, CITF will provide Customer the reason for the Suspension as soon as is reasonably possible.
  • 4.3 Suspension for Non-Payment (where applicable).
    • (a) Automatic Suspension. Customer will have thirty days to pay CITF delinquent Fees. If Customer does not pay CITF delinquent Fees within thirty days, CITF will automatically suspend Customer’s use of the Services. The duration of this suspension will be until Customer pays CITF all outstanding Fees.
    • (b) Termination After Suspension. If Customer remains suspended for non-payment for more than sixty days, CITF may terminate Customer for cause pursuant to Section 10.1.
  • 4.4 Suspension to Comply with Laws. CITF may at its sole discretion Suspend the provision of any Services at any time if required to comply with any applicable law.
• 5. Confidential Information
  • 5.1 Obligations. Subject to Section 5.2 (Disclosure of Confidential Information), the recipient will not disclose the discloser’s Confidential Information, except to Affiliates, employees, professional advisors, or agents (“Delegates”) who need to know it and who have a legal obligation to keep it confidential. The recipient will use the Confidential Information only to exercise rights and fulfill its obligations under this Agreement, while using reasonable care to protect it. The recipient will ensure that its Delegates are also subject to the same non-disclosure and use obligations by agreeing in writing to be bound by the confidentiality terms in this Agreement.
  • 5.2 Disclosure of Confidential Information.
    • (a) General. Subject to Section 5.2(b), the recipient may disclose the discloser’s Confidential Information (i) in accordance with a Legal Process or (ii) with the discloser’s written consent.
    • (b) Notification. Before the recipient discloses the discloser’s Confidential Information in accordance with a Legal Process, the recipient will use commercially reasonable efforts to promptly notify the discloser. CITF will give notice via the Notification Email Address and the Customer must do so online via the CC LMS School Administrator Interface. The recipient does not need to provide notice before disclosure if the recipient is informed that (i) it is legally prohibited from giving notice or (ii) the Legal Process relates to exceptional circumstances involving danger of death or serious physical injury to any person.
    • (c) Opposition. Recipient will comply with the other party’s reasonable requests opposing disclosure of its Confidential Information.
  • 5.3 FERPA. The parties acknowledge that Customer Data may include personally identifiable information from education records that Customer is obliged to protect under FERPA ("FERPA Records").  CITF may or may not be subject to FERPA with respect to these same records; CITF does not assume an obligation to comply with FERPA if no such obligation is imposed under the law.  Even if FERPA does not apply to the CITF with respect to the FERPA Records, in order to assist Customer in its compliance with FERPA, the Family Education Rights and Privacy Act Policy is incorporated into this Agreement by reference.
• 6. Intellectual Property Rights; Brand Features
  • 6.1 Intellectual Property Rights. Except as expressly set forth herein, this Agreement does not grant either party any rights, implied or otherwise, to the other's content or any of the other's intellectual property. As between the parties, Customer owns all Intellectual Property Rights in Customer Data, and CITF owns all Intellectual Property Rights in the Service.
  • 6.2 Display of Brand Features. CITF may display those Customer Brand Features authorized by Customer within designated areas of the Services Pages. Customer uploading its Brand Features into the Services Pages is deemed to be such authorization for the display.  CITF may also display CITF Brand Features on the Service Pages to indicate that CITF provides the Service. Neither party may display or use the other party's Brand Features beyond what is allowed in this Agreement without the other party's prior written consent.
  • 6.3 Brand Features Limitation. Any use of a party's Brand Features will inure to the benefit of the party holding Intellectual Property Rights in those Brand Features. A party may revoke the other party's right to use its Brand Features pursuant to this Agreement with written notice to the other and a reasonable period to stop the use.
• 7. Publicity In connection with Customer’s use of the Services, (a) Customer may state publicly that it is a CITF customer and display CITF Brand Features and (b) CITF may (i) orally state that Customer is a CITF customer and (ii) include Customer’s name or Customer Brand Features in a list of CITF customers in CITF’s online or offline promotional materials. Neither party needs approval if it is using the other party’s name or Brand Features in a manner that is substantially similar to a previously approved manner.
• 8. Representations, Warranties, and Disclaimers
  • 8.1 Representations and Warranties. Each party represents that it has full power and authority to enter into and perform the Agreement. Each party warrants that it will comply with all laws and regulations applicable to its provision, or use, of the Services, as applicable. Each party also warrants that the making of this Agreement does not violate any agreement existing between Customer and a third party.  Customer acknowledges that the provision of the Services to children under 13 may mean that compliance with the Children's Online Privacy Protection Act of 1998 will be required.  For this reason, Customer warrants that no children under the age of 13 will be allowed to use the Services.  If Customer finds out that any child to whom Customer had granted permission to use the Services is under the age of 13, it will immediately notify CITF of the same and the child will no longer be allowed to use the Services.
  • 8.2 Disclaimers. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, NEITHER PARTY MAKES ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT. CITF MAKES NO REPRESENTATIONS ABOUT ANY CONTENT OR INFORMATION MADE ACCESSIBLE BY OR THROUGH THE SERVICES. CUSTOMER ACKNOWLEDGES THAT THE SERVICES ARE NOT A TELEPHONY SERVICE AND THAT THE SERVICES ARE NOT CAPABLE OF PLACING OR RECEIVING ANY CALLS, INCLUDING EMERGENCY SERVICES CALLS, OVER PUBLICLY SWITCHED TELEPHONE NETWORKS.
• 9. Term; Fees
  • 9.1 Agreement Term. This Agreement will remain in effect for the Term.
  • 9.2 Term. CITF will provide the Service to Customer during the Term.
  • 9.3 Fees. CITF will charge Customer Fees for the Services. Upon the parties' mutual written agreement, (a) CITF may charge Customer Fees for the Services after the Initial Term and (b) CITF may charge Customer Fees for a premium version of the Services or for optional functionality or enhancements that may be added to the Services by CITF (if and when developed and offered by the CITF).
  • 9.4 Service Use. Customer has no obligation to use the Service and may cease using the Service at any time for any reason (or no reason).
  • 9.5 Revising Rates. For Services which Customer has purchased for a Fee, CITF may revise its rates for the following Term by providing Customer notice (which may be by email or alert within the CC LMS School Administrator user interface itself) at least thirty days prior to the start of the following Term.
• 10. Termination
  • 10.1 Termination for Cause. Either party may suspend performance or terminate this Agreement if: (i) the other party is in material breach of the Agreement and fails to cure that breach within thirty days after receipt of written notice; (ii) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety days; or (iii) the other party is in material breach of this Agreement more than two times notwithstanding any cure of such breaches.
  • 10.2 Other Termination. Customer may terminate this Agreement for any reason (or no reason) with thirty days prior written notice to CITF, provided, however, that Customer will remain obligated to pay any Fees for Service which Customer has purchased applicable to the remainder of the then-current Term for those Services.
  • 10.3 Effects of Termination. If this Agreement terminates, then: (i) the rights granted by one party to the other will cease immediately (except as set forth in this Section and Section 13.11 (Survival)); (ii) Customer will not have access to, or the ability to export, Customer Data after the effective date of termination or expiration of the Agreement; (iii) Customer will be responsible for determining whether (and the extent to which) to request export of Customer Data prior to such date; (iv) CITF will delete Customer Data in accordance with the terms of the Agreement; (v) all Fees owed by Customer to CITF are immediately due; and (vi) upon request each party will promptly use reasonable efforts to return or destroy all other Confidential Information of the other party.
• 11. Defense and Indemnity Except for the other party’s gross negligence or willful misconduct, each party shall indemnify, protect, defend and hold harmless the other party and its agents, from and against any and all claims by third parties (whether in court, in arbitration, or before an administrative agency), damages, liens, judgments, penalties, attorneys’ and consultants’ fees, expenses and/or liabilities arising out of, involving, or in connection with, the use of the Services by Customer or the provision of the Services by CITF, as the case may be.  The parties shall cooperate with one another in any such defense.
• 12. Limitation of Liability of Each Party to the Other
  • 12.1 Limitation on Indirect Liability. SUBJECT TO SECTION 11, NEITHER PARTY WILL BE LIABLE UNDER THIS AGREEMENT FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.
  • 12.2 Limitation on Amount of Liability. SUBJECT TO SECTION 11, NEITHER PARTY MAY BE HELD LIABLE UNDER THIS AGREEMENT FOR MORE THAN THE GREATER OF: (I) ONE THOUSAND DOLLARS OR (II) THE AMOUNT PAID BY CUSTOMER TO CITF UNDER THIS AGREEMENT DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
  • 12.3 Exceptions to Limitations. These limitations of liability apply to the fullest extent permitted by applicable law, but do not apply to breaches of confidentiality obligations, violations of a party's Intellectual Property Rights by the other party, or indemnification obligations.
• 13. Miscellaneous
  • 13.1 Notices. CITF will provide any notice to Customer under this Agreement by: (a) sending an email to Notification Email Address or by (b) posting a notice in the CC LMS School Administrator user interface. Unless required differently elsewhere in this Agreement, Customer will provide notice to CITF under this Agreement by sending an email to CITF at cc.lms@carpenters.org. If notice is by email, it will be effective when it is sent; if notice by CITF is posted in the CC LMS School Administrator user interface, it will be effective when posted.
  • 13.2 Assignment. Neither party may assign or transfer any part of this Agreement without the written consent of the other party, except to an Affiliate, but only if: (a) the assignee agrees in writing to be bound by the terms of this Agreement; and (b) the assigning party remains liable for obligations incurred under the Agreement prior to the assignment. Any other attempt to transfer or assign is void.
  • 13.3 Force Majeure. Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance) that was beyond the party's reasonable control.
  • 13.4 No Waiver. Failure to enforce any provision of this Agreement will not constitute a waiver.
  • 13.5 Severability. If any provision of this Agreement is found unenforceable, the balance of the Agreement will remain in full force and effect.
  • 13.6 No Agency. The parties are independent contractors, and this Agreement does not create an agency, partnership or joint venture.
  • 13.7 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
  • 13.8 Equitable Relief. Nothing in this Agreement will limit either party's ability to seek equitable relief.
  • 13.9 Governing Law. For all Entities. This Agreement is governed by Nevada law, excluding that state’s choice of law rules.  The parties agree that any dispute arising out of or relating to this Agreement shall be settled by binding arbitration through JAMS or another mutually agreed-to arbitration service.  Unless agreed to otherwise, the parties shall select the arbitrator as follows: by asking the arbitration service for a list of nine arbitrators experienced in information technology disputes; the parties will then take turns striking out names until one name remains, which will be the name of the arbitrator for the case; who strikes first will be determined by a coin toss.  Unless agreed to otherwise, arbitration is to be held within the Las Vegas Valley.  The arbitrator will determine issues of arbitrability.
  • 13.10 Amendments. If the parties have a mutual desire to amend this Agreement, the amendment must be in writing, signed by both parties, and expressly state that it is amending this Agreement.
  • 13.11 Survival. The following Sections will survive expiration or termination of this Agreement: 5 (Confidential Information), 6.1 (Intellectual Property Rights), 10.3 (Effects of Termination), 11 (Defense and Indemnity), 12 (Limitation of Liability), 13 (Miscellaneous), and 14 (Definitions).
  • 13.12 Entire Agreement. This Agreement, and all documents referenced herein, is the parties' entire agreement relating to its subject and supersedes any prior or contemporaneous agreements on that subject. If Customer is presented with a similar agreement on the same subject matter upon its log in to use the Services, this Agreement supersedes and replaces that agreement. The terms located at a URL at the time an End User uses the Services, and is at that particular URL, are hereby incorporated by this reference.
  • 13.13 Interpretation of Conflicting Terms. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: this document, the terms located at the particular URL at issue, and the remaining documents.  For instance, if there is an inconsistency between the indemnification clause in section 11 of this document and one in the Terms of Service, the indemnification clause in this document prevails.
• 14. Definitions
  • "Acceptable Use Policy" means the acceptable use policy for the Services available online when first logging into the Service or such other URL as may be provided by CITF.
  • "Additional Products," means CITF products which are not part of the Services, but CITF may provide.
    
  • "Admin Account(s)" means the administrative account(s) provided to Customer by CITF for the purpose of administering the Services. The use of the Admin Account(s) requires a password, which CITF will provide to Customer.
    
  • "Administrators" mean the Customer-designated technical personnel who administer the Services to End Users on Customer's behalf.
    
  • "Ads" means online advertisements, excluding advertisements provided by any advertising products that are not part of the Service.
    
  • "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
    
  • "Annual Charge" means the annual charge for the Services set forth in the Order Form (if applicable).
    
  • "Billing Start Date" means the date upon which Customer will begin paying CITF for the Services (if applicable).
    
  • "Brand Features" means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as secured by such party from time to time.
    
  • "Career Connections Learning Management System Privacy Notice" means the notice provided online as part of the CC LMS, or such other URL as CITF may provide.
    
  • "CC LMS School Administrator Interface" means the online tool provided by CITF to Customer for use in reporting and certain other administration functions.
    
  • "Confidential Information" means information disclosed by a party to the other party under this Agreement that is marked as confidential or would reasonably be considered confidential under the circumstances. It does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient. Subject to the preceding sentence, Customer Data is considered Customer's Confidential Information.
    
  • "Core Services" means the Core Services for the CC LMS as described in the Services Summary.
    
  • "Customer Data" means data, such as student data and information, provided, generated, transmitted or displayed via the Service by Customer or End Users.
    
  • "Effective Date" means the date the Customer clicks the “I accept” button.
    
  • "Emergency Security Issue" means either: (a) Customer's use of the Service in violation of the Acceptable Use Policy, which could disrupt: (i) the Service; (ii) other customers' use of the Service; or (iii) the CITF network or servers used to provide the Service; or (b) unauthorized third party access to the Services.
    
  • "End Users" means the individuals Customer permits to use the Services (e.g., students, instructors, school administration staff, parents and/or legal guardians, etc.).
    
  • "End User Account" means a CITF-hosted account established by Customer through the Services for an End User.
    
  • "Export Control Laws" means all applicable export and re-export control laws and regulations, including trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control, and the International Traffic in Arms Regulations (“ITAR”) maintained by the Department of State, but excluding the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce.
    
  • "Fees" means the amounts invoiced to Customer by CITF for the Service (if applicable) as described in this Agreement.
    
  • "FERPA" means the Family Educational Rights and Privacy Act (20 U.S.C. 1232g) and the Family Educational Rights and Privacy Act Regulations (34 CFR Part 99), as amended or otherwise modified from time to time.
    
  • "Help Center" means the CITF help center accessible online via the CC LMS, or other such URL as CITF may provide.
    
  • "High Risk Activities" means uses such as the operation of nuclear facilities, air traffic control, or life support systems, where the use or failure of the Services could lead to death, personal injury, or environmental damage.
    
  • "HIPAA" means the Health Insurance Portability and Accountability Act of 1996, as may be amended from time to time, and any regulations issued thereunder.
    
  • "Indemnified Liabilities" means any (i) settlement amounts approved by the indemnifying party; and (ii) damages and costs finally awarded against the indemnified party and its Affiliates by a court of competent jurisdiction.
    
  • "Intellectual Property Rights" means current and future worldwide rights under patent law, copyright law, trade secret law, trademark law, moral rights law, and other similar rights.
    
  • "Initial Term" means the term for the applicable Services beginning on the Service Commencement Date and continuing for the "Current Service Term" set forth in the Order Form from the Billing Start Date (if an Order Form applies to the Service) or if no Order Form applies to the Service, for the term that begins on the Effective Date and continues for one year.
    
  • "Initial Term Charge" means the charge for the Service for the Initial Services Term (excluding any applicable one time fees), as set forth in the Order Form (if applicable).
    
  • "Legal Process" means a data disclosure request made under law, governmental regulation, court order, subpoena, warrant, governmental regulatory or agency request, or other valid legal authority, legal procedure, or similar process.
    
  • "Local Training Center" means, if applicable, the authorized CITF Affiliate third party Local Training Center that sells or supplies the Service to Customer.
    
  • "Local Training Center Agreement" means any separate agreement between Customer and Local Training Center regarding the Service. Any possible Local Training Center Agreement is independent of and outside the scope of this Agreement.
    
  • "Monthly Charge" means the monthly charge for the Service set forth in the Order Form (if applicable).
    
  • "Notification Email Address" means the email address designated by Customer to receive email notifications from CITF. Customer may change this email address through the CC LMS School Administrator Interface.
    
  • "Other Services" means the “Other Service” as described in the Services Summary.
    
  • "Purchase Order" means a Customer issued purchase order.
    
  • "Services" means the Career Connections Learning Management System and associated data-processing as well as Core Services provided by CITF and used by Customer under this Agreement.
    
  • "Service Commencement Date" is the date upon which CITF makes the Services available to Customer.
    
  • "Service Specific Terms" means the terms specific to one or more Services available online via the CC LMS.
    
  • "Services Pages" mean the web pages displaying the Services to End Users.
    
  • "Services Term" means the Initial Services Term and all renewal terms for the applicable Services.
    
  • "Suspend" means to immediately disable access to the Services, or components of the Services, as applicable, to prevent further use of the Services.
    
  • "Taxes" means any duties, customs fees, or taxes, including indirect taxes such as “goods and services tax” and “value-added tax," associated with the sale of the Services, including any related penalties or interest.
    
  • "Term" means the term of the Agreement, which will begin on the Effective Date and continue until the earlier of: (i) the end of the last Term or (ii) the Agreement is terminated as set forth herein.
    

Full policy

The Carpenters International Training Fund and its affiliated local training centers (collectively, "CITF," "we," "our," or "us") are committed to protecting your privacy. We have prepared this Privacy Policy to describe our practices regarding the information processed by our products and any other CITF products that link to this Privacy Policy (collectively "Products").

This Privacy Policy is generally applicable to all of CITF’s products unless otherwise specified.

Data You Provide to Us

We may collect information from you, such as first and last name, gender, e-mail and mailing addresses, professional title, organization name, and password when you create an account to log in to our services and / or network. When you order Services (i.e., Career Connections Learning Management System Core Services provided by CITF and used by you under the Career Connections Learning Management System (Online) Agreement) on our Training Solutions website or Career Connections website or the Career Connections Learning Management System, you provide us or our third party payment processor with information necessary to complete the transaction, which may include your name, credit card information, billing information, and shipping information. We also may retain information on your behalf, such as files and messages that you store using your account. If you provide us feedback or contact us via e- mail, we will collect your name and e-mail address, as well as any other content included in the e-mail. When you participate in one of our surveys, we may collect additional profile information. We also collect other types of personal information and demographic information that you provide to us voluntarily.

Data Collected Via Technology

Our servers (which may be hosted by a third party service provider) collect information from you, including browser type, operating system, Internet Protocol (IP) address (a number that is automatically assigned to your computer when you use the Internet, which may vary from session to session), domain name, and/or a date/time stamp for your visit. We also use cookies and in the future web beacons (as described below) and navigational data like Uniform Resource Locators (URL) to gather information regarding the date and time of your visit and the solutions and information for which you searched and which you viewed. Like most Internet services, we automatically gather this data and store it in log files each time you visit our Site, use our Apps, or access your account on our network. We may link this automatically-collected data to personally identifiable information in order to operate and improve our services to you.

“COOKIES” are small pieces of information that a website sends to your computer’s hard drive while you are viewing a website. We may use both session cookies (which expire once you close your web browser) and persistent cookies (which stay on your computer until you delete them) to provide you with a more personal and interactive experience on our Site.

“WEB BEACONS” are digital images we use to log information on our Site and in our emails. We may use web beacons to manage cookies, count visits, and to learn what information sharing methods work and what does not. We also may use web beacons to tell if you open or act on our emails.

Most web browsers are set to accept cookies by default. If you prefer, you can typically remove and reject cookies from our Site with your browser settings. If you remove or reject our cookies, it will affect how our Site and Services work for you.

ANALYTICS. We use analytics services to help analyze how users use the Site and Apps. These services use cookies and scripts to collect and store information such as how users interact with our Apps, errors users encounter when using our apps, device identifiers, how often users visit the Site, what pages they visit, and what other sites they used prior to coming to the Site. We use the information we get from Google Analytics only to improve our Site, our Apps, and our Services. Please see the following links for more information about Google Analytics: http://www.google.com/privacy_ads.html, http://www.google.com/privacy.html, and http://www.google.com/analytics/tos.html. We do not tie the information gathered using third party analytics to your personally identifiable information.

BLOGS/FORUMS. Our Products may offer a publicly accessible blog and community forums at some point. You should be aware that any information you may at some point provide in these areas may be read, collected, and used by others who access them.

Use of Your Data

In general, personal information you submit to us is used either to respond to requests that you make, or to aid us in serving you better. CITF uses your personal information in the following ways: to create and maintain your account; to identify you as a user in our system; to operate, maintain, and improve our Site, Apps, and Services; to personalize and improve your experience; to send you administrative e-mail; to respond to your comments or inquiries; to protect, investigate, and deter against fraudulent, unauthorized, or illegal activity; and to make telephone calls to you, from time to time, as a part of secondary fraud protection or to solicit your feedback with your permission.

Disclosure of Your Personal Information

We will share your personal information with third parties only in the ways that are described in this privacy policy or with your consent.

AFFILIATES. Although we currently do not have a parent company, we may in the future.  We may also work with subsidiaries, joint ventures, or other companies or entities that we are affiliated with (“Affiliates”).  We may share some or all of your information with these Affiliates, in which case we will require our Affiliates to honor this Privacy Policy. We currently have a relationship with local training centers in the United States and Canada, with whom we jointly market and support the CC LMS. We share your information as directly relevant to the CC LMS service, with these training centers.

THIRD PARTY SERVICE PROVIDERS. We may share your personal information with third party service providers for the sole purpose of providing you with the Services that we offer you through our Site. For example, we may share data with service providers who host our websites or provide email services on our behalf.

OTHER DISCLOSURES. CITF may disclose information about you if it reasonably believes such disclosure is necessary to (a) comply with laws or to respond to lawful requests and legal process; or (b) protect or defend the rights, safety, or property of CITF, users of the Services, or any person including to enforce our agreements, policies, and terms of use or (c) in an emergency to protect the personal safety of any person.

We may also use de-identified and/or aggregated data for our own use. We do not use information collected through the Products for advertising or marketing purposes.

SOCIAL NETWORKING PLATFORMS. We do not currently interact with any social networking platforms. However, in the future we may allow you to connect and share information with certain social networking platforms (“SOCIAL NETWORKING PLATFORMS”) (e.g., a Facebook application). By choosing to use these Social Networking Platforms, you allow CITF to share information with the Social Networking Platform. For example, you might use an application to publish CC LMS related certifications earned on your Facebook wall.

We do not control the privacy practices of the Social Networking Platforms and sign-in services you choose to use and this privacy policy does not cover their practices.  You should visit the privacy policies of any Social Networking Platform or sign-in service you choose to use to understand their practices.

CHANGES TO PERSONAL INFORMATION. You may change some of your personal information in your account by editing your profile within the Service. You may also request changes or deletions by e-mailing us at the e-mail address set forth below. We will respond to your request, when permitted by law, within 30 days. We may be unable to delete information that resides in our archives.

Security of Your Personal Information

CONTACT INFORMATION. CITF welcomes your comments or questions regarding this Privacy Policy. Please e-mail us cc.lms@carpenters.org or contact us at the following address:

CITF takes commercially reasonable steps to help protect your personal information in an effort to prevent unauthorized access, use, or disclosure. Despite these measures, you should know that CITF cannot fully eliminate security risks associated with personal information. No method of transmission over the Internet, or method of electronic storage, is 100% secure. Therefore, we cannot guarantee its absolute security. Any content you post while using the Services is at your own risk. If you have any questions about security on our Site or Apps, you can contact us at the contact information set forth below.

Changes to This Policy

CITF may change this Privacy Policy from time to time. If such changes are material, a notice of the changes will be posted along with the revised Privacy Policy. We encourage you to visit this page from time to time for the latest on our privacy practices.

Full policy

Terms of Service

The Career Connections Learning Management Service (hereinafter the Service or CC-LMS) is owned and operated by the Carpenters International Training Fund (hereinafter CITF or we). The Service is an online system and service for providing full-length blended learning training courses for high schools and their students across North America with various forms of curricula for the initial introduction and training of high school students to the craft and trade of carpentry, not indentured in apprenticeship training.

You are required to agree to the following terms and conditions for use of the Service, including any subsequent amendments, and any operating rules or policies that may be published from time to time (collectively, the Terms of Service).

User Registration, Password and Security

You have received a username and password that allow you to gain access to the Service. You are responsible for maintaining the confidentiality of your username and password and for all activities in connection with your account. If you become aware of any unauthorized use of your password or account, you agree to notify us immediately. Further, you may not transfer or sell your account to another party without the written consent of CITF.

Prohibited Uses

In connection with your use of the Service, you agree not to (a) upload, post, or otherwise transmit any viruses or other harmful, disruptive, or destructive files; (b) access or attempt to access any software or content you are not authorized to access; (c) disrupt or interfere with the security of, or otherwise cause harm to, the Service, or any systems, accounts, passwords, servers, or networks connected to or accessible through the Service; or (d) use any data mining, robots, or similar data gathering and extraction methods.

Further, you agree not to use any information or material accessed through the Service that is protected by copyright, patent, trademark and/or trade secret in violation of any applicable laws or confidentiality agreements previously entered into and hereby incorporated herein. Further, you agree to abide by all local, state, national and international laws and regulations applicable to your use of the Service.

Further, you agree not to disclose in any manner, and to maintain the confidentiality of, any source or object code accessible through the Service and the arrangement, appearance, general look and feel, and sequence and progression of screen displays accessible through the use of the Service.

Use of Content

You acknowledge and agree that as between you and CITF, the text, graphics, audio, video, data, and applications (Content), including their selection, arrangement, and associated look and feel, made available in connection with the use of the Service, are owned by CITF. CITF is the sole owner of intellectual property rights in the Content under copyright, trademark, patent, and/or other applicable laws. Any misuse of the Content will violate such laws and the Terms of Service and may subject you to civil and criminal penalties.

Except as expressly provided in conjunction with your use of the Service, the CITF grants no express or implied rights to use the Service (other than those rights previously mentioned), including, without limitation to: copy, frame, upload, modify, sell, republish, transmit, assign, distribute, license/sublicense, reverse engineer, or create derivative works.

Termination

Any misuse of the Service or breach of the Terms of Service will cause the immediate termination of your account and your right/ability to use to the Service.

Indemnification

You agree to indemnify, defend and hold CITF and its subsidiaries, affiliates, officers, and employees harmless from any loss, liability, claim, demand, damage, or expenses (including reasonable attorneys' fees) asserted by any third party due to or arising from or in connection with your use of the Service.

Disclaimer of Warranties

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN A WRITTEN AGREEMENT BETWEEN YOU AND CITF THAT IS INTENDED TO GOVERN THE MATTER IN QUESTION:

THE CONTENT, INFORMATION AND OTHER MATERIALS AVAILABLE THROUGH THE SERVICE ARE PROVIDED ON AN AS IS AND AS AVAILABLE BASIS AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND EITHER EXPRESS OR IMPLIED. YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK.

WE MAKE NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, NOR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. WE DO NOT MAKE ANY WARRANTY OR REPRESENTATION AS TO THE USE OR THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE. WE MAKE NO WARRANTY THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED OR THAT THE SERVICE OR THE SERVER(S) THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

WE MAKE NO WARRANTY REGARDING ANY GOODS OR SERVICES OR THE DELIVERY OF ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH OR FROM THE SERVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED.

Limitation of Liability

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN A WRITTEN AGREEMENT BETWEEN YOU AND CITF THAT IS INTENDED TO GOVERN THE MATTER IN QUESTION:

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL CITF, ITS AFFILIATES OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, RESULTING FROM THE USE OR THE INABILITY TO USE THE SERVICE, FROM THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES, FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICE, OR FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

YOU AGREE THAT WE ARE NOT RESPONSIBLE FOR ANY LOSS OF DATA RESULTING FROM NETWORK OR SYSTEM OUTAGES, FROM FILE CORRUPTION OR ANY OTHER REASON. YOU FURTHER AGREE THAT WE SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM INTERRUPTION, SUSPENSION OR TERMINATION OF THE SERVICE, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, WHETHER SUCH INTERRUPTION, SUSPENSION OR TERMINATION WAS JUSTIFIED OR NOT, NEGLIGENT OR INTENTIONAL, INADVERTENT OR ADVERTENT.

IF YOU ARE DISSATISFIED WITH THE SERVICE OR WITH ANY OF THE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE.

From time to time, we may change the Terms of Service. When we do so, we will use reasonable means (for example a Modified logo in the footer of the home page) to provide notice of the change, including a last modified date on this page. You agree these forms of notice are reasonable and sufficient, and your continued use of the Service after notice of a change has been posted constitutes your acceptance of any changes. If you do not approve of the changes, you should cease your use of the Service.

Irrespective of our right to modify the Terms of Service, we reserve the right to modify or discontinue the Service, temporarily or permanently, with or without notice. You agree that we shall not be liable to you for any modification to or discontinuance of the Service.

BY COMPLETING THE REGISTRATION PROCESS AND CLICKING THE AGREE BUTTON, YOU REPRESENT THAT YOU ARE AUTHORIZED TO USE THE SERVICE AND AGREE TO USE THE SERVICE AND ALL MATERIAL ACCESSED THROUGH THE SERVICE IN ACCORDANCE WITH THE TERMS OF SERVICE AND ALL APPLICABLE LAWS.

Full policy

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Scope: Who is Covered by this Policy?

Customers and End Users [1] of the Carpenters International Training Fund (CITF) Career Connections Learning Management System (CC LMS).  This policy shall not be construed as CITF’s agreement to abide by the Family Educational Rights and Privacy Act of 1974 if no such obligation exists under the law.

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Policy

Introduction

FERPA

The Family Educational Rights and Privacy Act of 1974, as amended, commonly known as FERPA, provides students with a right of access to their education records, permits students to challenge the accuracy of the records and prohibits the non-consensual release of such information except in limited circumstances (see the sections of this policy titled “Directory Information” and “Disclosure of Information”). This policy applies to all students actively using the CC LMS. In accordance with the federal regulations implementing FERPA, CITF defines actively using for first time students as having accepted the terms of service and using a licensed end user account. Thereafter, a student is deemed to be “in attendance” during all periods of enrollment, during breaks between terms, during school holidays and vacations, and during periods of suspension.

Directory Information

Definition

Federal law requires the following information be designated as Directory Information under FERPA (34.C.F.R. 99.1). FERPA permits the release of directory information without the student’s consent (34.C.F.R.99.31).

• name, school (or campus) address, telephone listing, and school (or campus) email address;
  
• place and date of birth;
• major field of study;
• enrollment status (grade, full-time or part-time, etc.);
• dates of attendance;
• degrees, honors, and awards;
• most recent educational institution attended;
• photographic, video, or electronic images taken and maintained by the school or program the student is participating in;
  
• participation in officially recognized student organizations, activities or other sponsored organizations;
  

A student has the right to refuse to permit the designation of any or all of the categories of directory information. Any student wishing to exercise this right must inform his or her school administrator of the categories of personally identifiable information that are not to be designated as directory information with respect to that student, prior to accepting the CC LMS terms of service.

Disclosure of Directory Information under FERPA is permissive, not mandatory. As a result, there is no entitlement to Directory Information under FERPA.

Access to Student Records

A student who is currently using or who has been enrolled to use as an authorized user of the CC LMS may have access to his or her education records of achievement as captured within the CC LMS with certain exceptions that are listed below. An educational record is defined as material that is directly related to the student maintained by the organization. The material is covered by the policy as long as the organization uses it for making decisions about the student or for transmitting information to others outside of the organization.

A request to review such education records shall be made in writing by the student to their local school administrator. That institution or school administrator will submit a request to the CITF and the CITF shall respond to that school administrator request within a reasonable period of time, but not to exceed 45 days after the day of the request. Upon written request, a student will be provided with a copy of the education record at a reasonable cost.

Records Not Subject to Inspection

The following records shall not be subject to inspection by students:

• Private notes and materials such as grade books used by faculty and staff.
  

Non-Admitted Students

This policy does not extend to rejected applicants for admission.

Disclosure of Information

Conditions for Disclosure

Personally identifiable information will not be released from a student’s educational record without the prior written consent of the student, except under one or more of the conditions listed below.

• The disclosure is to the student’s school officials with legitimate educational interests. A school official has a legitimate educational interest if the official needs to review an education record in order to fulfill his or her professional responsibility. A school official is any of the following:
  
  • A person employed by the school in an administrative, supervisory, academic, research or support staff position (including law enforcement personnel and health services staff).
  • A person or company with whom the school has contracted (such as an attorney or auditor or collection agent or the CITF or a local training center).
    
  • A person serving on the locally elected School Board.
    
• The disclosure is to officials of another school where the student seeks or intends to enroll.
  
• The disclosure is to the relevant state educational authorities or authorized representatives of law enforcement for law enforcement purposes.
  
• The disclosure is to organizations conducting studies for or on behalf of educational agencies or institutions.
  
• The disclosure is to accrediting organizations to carry out accrediting functions.
  
• The disclosure is to parent(s) of a dependent student, as defined by Section 152 of the Internal Revenue Code.
  
• The disclosure is to comply with a judicial order or a lawfully issued subpoena. The school and CITF will make a reasonable effort to notify the student of the order or subpoena in advance of compliance, unless the subpoena is a federal grand jury subpoena or other subpoena issued for law enforcement purposes and directs otherwise.
  
• The disclosure is in connection with a health or safety emergency if necessary to protect the health or safety of the student or other individuals.
  

Additional Rules of Disclosure

A record of any disclosures made will be maintained and the student is entitled to inspect and review that record. Confidential information will be transferred to a third party only on the condition that such party will not permit any other party to have access to such information without the written consent of the student. No person, agency, or organization other than those identified in this section (“Disclosure of Information”) will have access to such records before indicating in writing the legitimate educational or other interest of the person, agency, or organization. Such record shall be kept with the student’s file and shall be open to inspection only by the student, the responsible administrator and his or her staff, and persons specifically authorized by law. No notation is required for access by CITF employees in the normal course of their duties.

CITF Policy and Procedure on a Student’s Right to Inspect and Review Personally Identifiable Records and the Right to Challenge the Content of Those Records

Inspection and Review of Records

Present and former students who use the CC LMS have the right to inspect and review their education records. The CITF will respond to any reasonable request for explanation and interpretation of records. A student may request the opportunity to inspect and review his or her records. Such a request must be made in writing. The request should be made to the student’s local school administrator, who will officially request this information of the CITF. A request must specify records to be inspected and reviewed, the purpose of the disclosure and to whom the records are to be released.

A request by a student to inspect and review his or her records will be granted within a reasonable period of time, but such time is not to exceed 45 days after the request has been received by the CITF from the school administrator, on his or her behalf. Records will be inspected and reviewed by the student in the presence of the school administrator or their designee(s). Contested records may not be changed or deleted during the process of inspection and review. The student shall be advised of the student’s right to challenge the content of the records and be advised to review this policy. Upon written request the student shall be provided with a copy of that portion(s) of his or her education record at a reasonable cost to the student.

Challenging Contents of Records

Request to Amend

If the student believes the education records of the student contain information that is inaccurate, misleading or in violation of the student’s rights of privacy or other rights, the student may ask the school administrator to request the CITF amend the record in the CC LMS. If the school administrator decides not to amend the record as requested, the school administrator shall inform the student. In no way is this a CITF responsibility or obligation.