Clasen & Associates, LLC. ("C&A," "we", "us", "our") appreciates your interest in our Site and Services. These C&A Terms of Use ("Terms" or "Terms of Use") apply to your access to and use of: (1) any website, mobile applications and other online platform owned or operated by C&A that links to these Terms of Use, including, without limitation, https://www. https://clasenllc.com/, along with the features, applications, browser extensions, and other functionalities available through our website, mobile applications and other online platforms (collectively, our "Site"): and (2) the Digital Download  resources, consulting and other services C&A provides, including, without limitation, those that are provided through or accessible from our Site (collectively, our "Services") with certain restrictions; for additional information about terms and conditions we have, please visit https://www.clasenllc.com/terms-of-service-1.

 By accessing or using our Site and/or Services in any way, you agree to read, comply with, and be legally bound by, as applicable: (1) these Terms; (2) any other agreements applicable to your access to or use of our Site and/or Services that we enter into with you or a third party on whose behalf you access or use our Site and/or Services which may include, without limitation, any applicable agreement governing C&A's provision of the Services to an applicable enterprise customer or other applicable entity (a "Client"), such as a Commercial Use License Addendum or other similar agreement, or applicable agreements governing the access to or use of specific portions of our Site, or any quote, online order form, statement of work or other ordering document through which you or the applicable Client acquires access to, use of or receipt of any Service (collectively, the “Additional Agreements”); and (3) any additional terms and conditions, agreements, and/or policies, published on, or available through, our Site and/or Services or otherwise made available to you that are applicable to your access to or use of our Site and/or Services or otherwise made available to you that are applicable to your access to or use of our Site and/or Services (collectively, the “Rules”). These Terms, the Additional Agreements, and the Rules are collectively referred to in these Terms as the "Service Agreements."

For clarity, as used in these Terms, where context dictates and to the extent applicable, the term "you" as used in these Terms refers to a Client that has accepted these Terms, an individual user who has agreed to these Terms, or both.

REVIEW THESE TERMS CAREFULLY. BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OF THESE TERMS, EXECUTING ANY SERVICE AGREEMENT THAT REFERENCES THESE TERMS, OR ACCESSING OR USING OUR SITE AND/OR SERVICES, YOU AGREE TO BE BOUND BY THE APPLICABLE SERVICE AGREEMENTS. IF YOU ARE AGREEING TO THESE TERMS ON BEHALF OF A CLIENT, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH CLIENT TO THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY OR TO ABIDE BY THE APPLICABLE SERVICE AGREEMENT, YOU ARE NOT ELIGIBLE TO ACCESS OR USE OUR SITE OR SERVICES. FURTHER, IF YOU ARE NOT ELIGIBLE TO ACCESS OR USE OUR SITE AND/OR SERVICES PURSUANT TO ANY OF THE OTHER APPLICABLE SERVICE AGREEMENTS, YOU ARE NOT PERMITTED TO ACCESS OR USE OUR SITE AND/OR SERVICES AS EXPLAINED IN THOSE APPLICABLE SERVICE AGREEMENT.

Eligibility

By accessing or using our Site or Services, you represent to us that: (1) you are at least 18 years old (or the age of majority in the jurisdiction in which you reside); (2) you are legally able to enter into contracts; and (3) you are not a person barred from accessing or using our Site or Services under federal, state, local or other laws. 

Licenses

Authorization to Access and Use Site. Subject to your acceptance of, and compliance with the applicable Service Agreements, C&A hereby grants you a limited, royalty-free, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use, our Site in a manner that is consistent with the applicable Service Agreements and for the intended purposes of the applicable Site. Without limiting the foregoing, except as otherwise provided in the applicable Service Agreements, you are only permitted to access and use our Site for, as applicable, your personal or internal business purposes. Any other use is strictly prohibited.

Authorization to Access and Use Services.

Subject to your acceptance of, and compliance with, the applicable Service Agreements, including, without limitation, the applicable Service License(s) set forth in these Terms, C&A grants you a limited, royalty-free, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services made available to you under one or more Additional Agreement(s) in a manner that is consistent with the applicable Service Agreements and for the intended purposes of the applicable Services. Without limiting the foregoing, except as otherwise provided in the applicable Service Agreements or the applicable Service License, you are only permitted to access and use the Services for, as applicable, your personal or internal business purposes. Any other use is prohibited.

Except as otherwise provided in the applicable Service Agreements, the right to access and use the Services is only granted to the applicable Client and those individual(s) identified in the applicable Registration Information. Without limiting anything set forth in the applicable Service Agreements, any access to or use of the Services by a Client or on a Client’s behalf shall be solely by the Client and those individuals that Client authorizes to access and use the Services on Client’s behalf and who are identified in the applicable Registration Information (“Client Authorized Users”). For clarity, where you access or use the Services as a Client Authorized User, the Service Agreements that govern such access and use include, without limitation, any and all Additional Agreements between C&A and the applicable Client.

Digital Download (Resources)

Limited License. Except as otherwise provided in the Service Agreement(s) or this License, all rights and benefits granted are provided for a Client’s single geographic location (organization) and are not to be distributed without representing our brand, logo, copyright or our consent.

Program Content. Except as otherwise set forth in the applicable Service Agreements, you are permitted to access and use the text, photographs, illustrations, images, graphics and other materials provided through the C&A Digital Download and/or that are owned by C&A or third parties who have licensed their content to us ("Program Content") for the following purposes:

Excluding any videos included in the Program Content, you may create derivative works (excluding translations) of the other Program Content ("Created Program Works") and use such Created Program Works solely for, as applicable, your personal or internal business purposes. Without limiting the generality of the foregoing, you shall not publish, distribute, or otherwise provide the Created Program Works to any third party except as permitted under the Service Agreements and this Service License. By way of example, and except as otherwise specified in the applicable Service Agreements or this Service License, the following creation and use of Created Program Works may include, without limitation:

You may create derivative works (excluding translations) of applicable Program Content to develop Created Program Works to provide training and/or communicate safety and/or compliance for the personnel within the applicable Client’s organization.

You may publish, distribute, or otherwise provide the Created Program Works to the personnel within the applicable Client’s organization in hardcopy or electronic format, including through the applicable Client’s Intranet and/or learning management system.

You may print and make copies of Program Content for the sole purpose of providing training and/or communicating for the personnel within the Client’s organization.

You are permitted to display Program Content consisting of video or audiovisual content during live, trainer-led training presentations at the Client’s applicable business location provide to personnel within the applicable Client’s organization. For clarity, such training presentations may include in-person learners and/or virtual/remote learners. Without limiting the generality.

Registration and Accounts

Registration Information. You may be required to register and/or create an account to use some of the features on our Site and our Services. Without limiting anything in the applicable Service Agreements, when you register with us and/or create an account with us, you agree to provide accurate, current and complete information as prompted by, as applicable, the registration or account enrollment form ("Registration Information") and to keep such Registration Information accurate, current and complete.

Accounts. In addition to any applicable requirements under the applicable Service Agreements, if you have an account that provides you with the ability to access or use any of our Services, the following applies to you:

Each account is personal in nature and may only be used by the individual assigned to the account. Thus, you shall not allow any third party to access or use your account, unless otherwise provided in the applicable Service Agreements.

You are responsible for maintaining the confidentiality and security of your account.

You will keep your account login credentials confidential and will be responsible for all uses of your account.

You agree to change any account name or login credentials if your login credentials are lost, stolen or otherwise compromised and to immediately notify us of such an incident.

You acknowledge and agree that, if you are a Client Authorized User, the applicable Client has the ability to control and access your account and C&A has no liability for any such control or access.

You authorize us to access your account, including any data stored in or associated with your account, as necessary to administer, operate or configure the applicable Services.

You agree not to impersonate any person or entity or falsely state or otherwise misrepresent your identity or affiliation with a person or entity in connection with your access to or use of your account, including, without limitation, in connection with any Registration information you provide to create any account.

Ownership of Site and Services

All right, title and interest in and to our Site and our Services, including without limitation, the software and code that comprise and operate our Site and Services, and all of the text, photographs, illustrations, images, graphics, and other materials provided through our Site and Services, including, without limitation, any outputs, analytics, improvements, modifications, enhancements, additions and derivatives therein and thereof (collectively, our "Content") are owned by C&A or third parties who have licensed their content to us. For clarity and without limiting the foregoing, the term “Content” does not include any works created through the use of Content where permitted under an applicable Service License, provided the creation, distribution, and use of any such created works is subject to the terms of the applicable Service License and, as applicable, other Service Agreement(s). You do not acquire any rights, express or implied, the foregoing other than those specified in the applicable Service Agreements. Without limiting the generality of the foregoing, unless otherwise set forth in the applicable Services Agreements, you are not permitted to use Content for any purpose other than those set forth in the applicable Service License or Service Agreement, including, without limitation, publishing, distributing, or otherwise providing Content to any third party.

Our Site and Services are protected by laws governing copyrights patents, trademarks, trade secrets and other intellectual property and proprietary rights. In addition, our Site and Services in their entirety are each a collective work under U.S. and international copyright laws and treaties, and we own the copyright in the selection, coordination, arrangement and enhancement thereof.

Marks. The C&A names and logos, all product and service names and descriptions, all graphics, all button icons and all other trademarks and service marks appearing on or used in connection with our Site and Services, unless otherwise noted, are, whether registered or not, C&A’s trademarks, service marks, and/or trade dress (collectively, “Our Marks”). All other company names, logos, product and service names and descriptions, graphics and other content (collectively, “Other Marks”) mentioned, displayed, cited or otherwise referenced within our Site and Services are the property of their respective owners. You are not authorized to use Our Marks in any manner without our prior written permission or as set forth in the applicable Service Agreements. You are not authorized to use or display any Other Marks without the prior written permission of the applicable third party.

Privacy Policy

C&A collects certain information about you when you interact with us through this website, irrespective of how you access it ("Website") through our mobile applications ("App") and access or use features and services available through our Website and App ("Services") (we refer to our Website, App, and Services in this Privacy Policy together as the "Site"). This Privacy Policy provides information about how we collect, use, share, disclose, and protect the Personal Information we gather from you and others through the Site and our business operations (the "Operations").

"Personal Information" is any information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or household. Please see the information below for more details about the categories of Personal Information we collect.

Personal Information does not include public information that is lawfully made available to the public.

Additionally, Personal Information does not include information that is deidentified or aggregated in a way that it cannot be used to identify a particular consumer or household (“Deidentified Data”). We commit to maintaining Deidentified Data in its deidentified form and not to attempt to reidentify the Deidentified Data, except and solely for the purpose of determining whether our deidentification processes satisfy the requirements of applicable laws.

Please note, this Privacy Policy does not apply to Personal Information we process on behalf of our clients in connection with the consulting, compliance, management and other services C&A provides, including, without limitation, those that are provided through or accessible from our Site because we don’t control what Personal Information our clients may collect in connection with their use of the services we provide them or how they will use it. Rather, our clients determine and control what Personal Information we collect on their behalf and the purposes for which we process that Personal Information. For this reason, any Personal Information we collect and process on behalf of our clients in connection with the services we provide them are covered by our clients’ applicable privacy policies.

The categories of Personal Information we collect and use in connection with our Site and Operations may fall into one or more of the categories; Identifiers, Customer Records, Legally Protected Characteristics (where we are the intended recipient), Commercial Information, Internet or Other Electronic Network Activity Information, Non-Sensitive Geolocation Data, Professional or Employment-Related Information, Inferences, Sensitive Personal Information (where we are not the intended recipient of the communication). Please note, the types of Personal Information provided as examples for each category are not a representation that we will actually collect that specific type of Personal Information from or about you.

Your Content and Information

Personal Information. For information regarding how we collect, use and disclose personal information in connection with our Site and Services, please see our Privacy Policy. Please note, when we process personal information for or on behalf of a Client in connection with such Client’s access to and use of the Services, including, without limitation, the personal information of any applicable Client Authorized User: (1) we are acting in the capacity of a “data processor” or “service provider” as defined under applicable data privacy laws; and (2) the Client may collect, use or otherwise process such personal information for their own purposes. C&A MAKES NO REPRESENTATION, WARRANTY OR COMMITMENT OF ANY KIND, EXPRESS OR IMPLIED, AND DISCLAIMS ALL LIABILITY RELATING TO OR ARISING FROM A CLIENT’S PROCESSING OF ANY PERSONAL INFORMATION OR C&A’S PROCESSING OF PERSONAL INFORMATION AT THE DIRECTION OF A CLIENT.

Feedback. By submitting ideas, comments, suggestions, documents, proposals, products, technologies, techniques, reviews, testimonials, or questions (collectively "Feedback") to us in any way, you acknowledge and agree that : (1) you will not include any confidential or proprietary information in any of your Feedback; (2) we are not required to make any use of any Feedback that you provide; (3) we are not under any obligation of confidentiality, express or implied, with respect to any Feedback; (4) we shall be entitled we shall be entitled to disclose (or choose not to disclose) Feedback for any purpose and in any way; (5) we may have something similar to the Feedback already under consideration or in development; (6) your Feedback which is not subject to a patent automatically becomes our property without any obligation to you; and (7) you are not entitled to any credit or compensation or reimbursement of any kind from us under any circumstances in connection with our disclosure, development or use of any Feedback.

Private Messages. We may provide you with the ability to send private messages to other users of our Site and Services (“Private Messages”). Private Messages are not considered User Content and we will not intentionally make any such Private Messages available to any party other than the intended recipient. However, you should remain mindful that there is an inherent risk in the use of the Internet. Private Messages may be intercepted without our knowledge or consent, collected illegally, and/or forwarded by recipients to others. We cannot guarantee the security of any information, including your Private Messages, that you disclose online, and you do so at your own risk.

User Content. Certain features of our Site and Services provide users with the ability to add, create, upload, submit, distribute, or share content on or through our Site and Services, including, without limitation, through discussion boards and as described in the applicable Service Agreement(s) (collectively, “User Content”). If you provide any User Content (“Your Content”), you acknowledge that, except as otherwise set forth in the applicable Service Agreement(s) we: (1) shall have the right to reproduce, translate, encode, publish, use and distribute any and all of Your Content to the extent necessary to provide and operate our Site and Services; (2) shall have the right to aggregate, de-identify or otherwise anonymize any and all of Your Content (“Operational User Data”) and to use such Operational User Data for any lawful purpose, including, without limitation, improving our Site and Services; and (iii) are not responsible or in any way liable for any corruption, mis-delivery or other loss of any of Your Content.

Client Data. If you are a Client, in addition to, and not in lieu of, any similar terms and conditions set forth in the applicable Service Agreements, the following applies to you:

Consents and Notices.

You are responsible for obtaining any consents and providing any legally required notices necessary to enable: (1) your and your Client Authorized Users’ access to and use of the applicable Services; and (2) our access to, storage of and processing of any data collected through, or otherwise generated by, your or your Client Authorized Users’ access to or use of the Services, including, without limitation, any applicable User Content, or as otherwise contemplated under the applicable Service Agreement(s) (collectively, “Client Data”).

You acknowledge and agree that you are solely responsible for requesting and obtaining from C&A all information necessary to accurately explain all relevant data practices in connection with any consents and notices. C&A will not provide notices or obtain consents directly from individuals on your behalf.

Permitted Use of Client Data. You acknowledge and agree that C&A has the right to:

• Access Client Data to administer, provide, operate and configure the Services;

• Reproduce, translate, encode, publish, use and distribute Client Data to the extent necessary to administer, provide, operate and configure the Services and as otherwise described in the applicable Service Agreement(s); and

• Aggregate, de-identify or otherwise anonymize any Client Data (the results thereof, “Client Operational Data”) and to use, share, and commercialize such Client Operational Data for any lawful purpose, including, without limitation, improving the Services and developing new products and services.

Prohibited Use 

Except as agreed in writing between you and C&A:

C&A shall not, whether directly or indirectly, sell, pledge, assign, license, rent, gift, distribute, or otherwise transfer or permit access to Client Data to a third party except as provided in the applicable Agreement(s) or where necessary to administer, provide, operate or configure the Services; and at no time shall C&A derive any revenue from, otherwise monetize, or attempt to derive any revenue from the use of Client Data except for the fees under the applicable Service Agreements.

Restrictions. You and your Client Authorized Users shall not provide C&A any Client Data except to the extent necessary for you and your Client Authorized Users to access and use the Services in accordance with the applicable Service Agreement(s). Without limiting the generality of the foregoing, you and your Client Authorized Users shall not provide C&A any Client Data you are not permitted to disclose pursuant to applicable laws.

Non-Infringement. Without limiting anything set forth in the applicable Service Agreement(s), you represent and warrant to C&A that: (1) you have all necessary rights in and to any Client Data provided to C&A in connection with the applicable Service Agreement(s); (2) Client Data shall not infringe any third party’s intellectual property rights; and (3) Client Data does not contain, promote, or link to material that is pornographic, defamatory, offensive, harassing, malicious, illegal or otherwise objectionable.

Removal. Without limiting anything set forth in the applicable Agreement(s), upon the expiration or earlier termination of the applicable Service License or other applicable Service Agreement, C&A will remove the applicable Client Data from the Services and such Client Data will no longer be accessible or otherwise available to you or any of your Client Authorized Users through the Services. Within thirty (30) days after the expiration or earlier termination of the applicable Service License or other applicable Service Agreement, C&A will securely erase or destroy the applicable Client Data in C&A’s possession or under its reasonable control. For clarity, the removal and destruction of the Client Data shall not apply to any Client Operational Data and the expiration or earlier termination of the applicable Service License or other applicable Service Agreement shall not affect, limit, or otherwise modify C&A’s rights in and to any and all such Client Operational Data.

Ownership of Client Data. As between you and C&A, you own all right, title and interest in and to your Client Data. For clarity, the foregoing only applies to the individual components of your Client Data and does not include any C&A intellectual property or other proprietary rights incorporated in or applied to your Client Data through or in connection with the administration, performance, operation or configuration of the Services. We do not acquire any rights, express or implied, in your Client Data, other than those specified in the applicable Service Agreement(s).

Client Operational Data. Without limiting anything set forth in set forth in the applicable Service Agreements, you acknowledge and agree that C&A’s use of the Client Operational Data may include, without limitation, the creation of driving-related scores that benefit persons and entities other than you. You will provide all necessary notices and obtain all necessary consents from your Client Authorized Users and any other individuals to enable the foregoing.

Additional Terms. These Terms incorporate the C&A Data Processing Agreement (“DPA”). The DPA shall apply where privacy laws apply to those Services where, in the course of providing such Services, C&A processing personal information on your behalf.

Our Rights

Monitoring. C&A reserves the right, but not the obligation, to monitor all network traffic to the Site and Services and, by accessing or using our Site or Services, you expressly acknowledge and agree that such monitoring may occur. C&A may block unauthorized attempts or intrusions to upload or change information or cause damage to Site and Services in any fashion.

User Content. You acknowledge that C&A has no general obligation to monitor any User Content or Client Data added, created, uploaded, submitted, distributed or otherwise shared on or through our Site or Services, nor to actively seek facts or circumstances indicating illegal activity, but, subject to the terms of the applicable Service Agreement(s), has the right to review, disable access to, or to edit any User Content for any lawful purpose.

Suspension. Without limiting anything set forth in the applicable Services Agreement(s), C&A may immediately suspend your (or, if you are a Client, your Client Authorized Users’) access to and use of the Site or Services (including, without limitation, access to and use of the applicable account) if: (1) C&A reasonably determines that your (or, if you are a Client, your Client Authorized Users’) access to or use of our Site or Services could adversely impact our Site or Services, a third party’s use of our Site or Services, or our network or servers used to provide and operate our Site or Services; (2) there is suspected third party access to or use of the Site or Services; (3) we reasonably believe that immediate suspension is required to comply with applicable laws; or (4) you (or if you are a Client, one or more of your applicable Client Authorized Users) are in material breach of the applicable Service License or the Acceptable Use Restrictions. We will reinstate the ability to access or use our Site or Services suspended pursuant to the foregoing when we determine, in our sole discretion, the circumstances giving rise to the suspension has been resolved. Unless prohibited by applicable law and where reasonably possible, we will provide you with prior notice of any such suspension and the basis for any such suspension.

Term and Termination

Effective Date. These Terms shall become effective on the date of your acceptance hereof (the “Effective Date”) and shall remain in effect unless and until your authorization to access or use all Site and Services expires or is terminated; provided, however, any applicable Service License becomes effective on the earlier date of when you: (1) indicate acceptance of applicable Service License under an applicable Service Agreement; (2) click a box indicating your acceptance of the applicable Service License; (3) submit your Registration Information in connection with the applicable Service; or (4) log into your account for the applicable Service. Regardless, you are bound by these Terms any time you use our Site or our Services.

Fees and Payments

Fees. You shall pay C&A all fees applicable to your access to or use of the Site or Services set forth in the applicable Service Agreement(s), without offset or deduction. Except as otherwise provided in the Service Agreement(s), you shall pay all applicable fees in accordance with the invoicing schedule set forth in the applicable Service Agreement(s) or, if no invoicing schedule is stated in the applicable Service Agreement(s), C&A will invoice you on a monthly basis for fees incurred from your (or, if you are a Client, your Client Authorized Users’) access to and use of the Site or Services during the preceding month. Subject the applicable Service Agreement(s) all invoices are due and payable upon your receipt of thereof. If you fail to make any payment when due, without limiting our other rights and remedies: (1) we may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted by applicable law; (2) you shall reimburse us for all reasonable costs we incur in collecting any late payments or interest, including, attorneys’ fees, court costs and collection agency fees; and (3) if such failure to pay is not promptly remedied, we may suspend your access to any portion or all of the Site or Services until such amounts are paid in full.

Changes. Except as otherwise provided in the applicable Service Agreement(s), C&A may change any portion of the fees upon the renewal of the applicable Service License, such changes to take effect upon the commencement of such Service License Renewal.

Taxes. Fees and other amounts payable by you under the applicable Service Agreement(s) are exclusive of any taxes and similar assessments. You are responsible for all sales, use and excise taxes and any other similar taxes, duties and charges of any kind imposed by any federal, state or local government or regulatory authority on any amounts payable by you under the Service Agreement(s), other than taxes imposed on C&A’s income.

Purchasing Products and Services

Order Cancellations. C&A reserves the right, at its sole discretion, to refuse or cancel any order placed through our Site or Services for any reason. Without limiting the generality of the foregoing, some situations that may result in your order being canceled include, without limitation, limitations on quantities available for purchase, inaccuracies or errors in product or pricing information, or problems identified by our credit and fraud avoidance department. C&A may also require additional verifications or information before accepting any order. C&A will contact you if all or any portion of your order is canceled or if additional information is required to accept your order. If your order is canceled after your applicable payment method has been charged, C&A will issue a credit to the same payment method in the amount of the charge.

Errors in Pricing and Descriptions. In the event that a product or service is listed at an incorrect price due to typographical errors or an error in pricing information on our Site or Services, C&A shall have the right to refuse or cancel any orders placed for products listed at the incorrect price. C&A shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and your account charged. If your applicable payment method has already been charged for the purchase and your order is canceled, C&A will immediately issue a credit to the same payment method in the amount of the incorrect price.