Trismax Inc.

These Terms and Conditions of Use (the "Terms of Use") apply to the Circle LMS web site located at tangerine.circlelms.com and all associated sites connected with or linked to tangerine.circlelms.com by Trismax Inc, (collectively, the "Site"). The Site is the property of Trismax Inc. ("Trismax") and its licensors. BY USING THE SITE, YOU AGREE TO THESE TERMS OF USE; IF YOU DO NOT AGREE, DO NOT USE THE SITE OR DOWNLOAD ANY MATERIALS PROVIDED ON THE SITE. Trismax reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms of Use, at any time. It is your responsibility to check these Terms of Use periodically for changes. Your continued use of the Site following the posting of changes will mean that you accept and agree to the changes. As long as you comply with these Terms of Use, Trismax grants you a personal, non-exclusive, non-transferable, limited privilege to enter and use the Site.

THE MATERIALS

The content posted on this Site related to Trismax, including without limitation, text, graphics, artwork, photographs, video, title treatments, music, trademarks, logos, and sounds related thereto (collectively, the “Materials”) as well as the user interfaces, visual interfaces, computer code, the design, structure, selection, coordination, expression, "look and feel" and arrangement of the Site is owned, controlled or licensed by or to Trismax, and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws.

Except as expressly provided in these Terms of Use, no part of the Site (including the Materials) may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including "mirroring") to any other computer, server, Web site or other medium for publication or distribution or for any commercial enterprise, without Trismax’s express prior written consent.

YOUR USE OF THE MATERIALS

The authorization set forth below to use any Materials is limited solely to your use in connection with the training with which you are engaged. You may download and use the Materials solely as required for use in connection with your training. You may use the Materials purposely made available for downloading from the Site, provided that you (1) not remove any proprietary notice language in all copies of such documents, (2) use such information only for your personal, non-commercial informational purpose and do not copy or post such information on any networked computer or broadcast it in any media, (3) make no modifications to any such information, and (4) not make any additional representations or warranties relating to such documents. The Material may not be used for any other purposes, including without limitation, parody or the distortion of any plot, theme, character or dialogue contained in the Material. Your authorization to use the Material is on a non-exclusive basis and revocable by Trismax at any time upon notice to you. The Material is subject to change and your ability to access and/or use the Material may be terminated without notice in the sole discretion of Trismax. You may only use the Materials during your training. Upon termination or expiration of the authorization contained herein, you must cease using the Material. Any other use, re-use or duplication of the Material, except as set forth herein, is strictly prohibited without the express prior written consent of Trismax. Trismax and its licensors reserve their rights to pursue any and all legal remedies to terminate any unauthorized use of the Material. By downloading or using the Material you agree (1) to abide by the terms and conditions set forth in these Terms of Use, and (ii) that you are responsible for any and all claims, damages and liabilities arising from your unauthorized use of such Material. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THE LIMITED AUTHORIZATION GRANTED HEREIN, DO NOT DOWNLOAD ANY MATERIAL.

YOUR USE OF THE SITE

You agree to use the Site only for purposes permitted by this Agreement, and only to the extent permitted by any applicable law, regulation, or generally accepted practice in the applicable jurisdiction. You may not use any "deep-link", "page-scrape", "robot", "spider" or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Site or any Materials, or in any way reproduce or circumvent the navigational structure or presentation of the Site or any Materials, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Site. Trismax reserves the right to bar any such activity.

You may not attempt to gain unauthorized access to any portion or feature of the Site, or any other systems or networks connected to the Site or to any Trismax server, or to any of the services offered on or through the Site, by hacking, password "mining" or any other illegitimate means.

You may not probe, scan or test the vulnerability of the Site or any network connected to the Site, nor breach the security or authentication measures on the Site or any network connected to the Site. You may not reverse look-up, trace or seek to trace any information on any other user of or visitor to the Site, or any other customer of Trismax, including any Trismax account not owned by you, to its source, or exploit the Site or any service or information made available or offered by or through the Site, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by the Site.

You agree that you will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Site or Trismax’s systems or networks, or any systems or networks connected to the Site or to Trismax.

You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or any transaction being conducted on the Site, or with any other person’s use of the Site.

You may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send to Trismax on or through the Site or any service offered on or through the Site. You may not pretend that you are, or that you represent, someone else, or impersonate any other individual or entity.

You may not use the Site or any Materials for any purpose that is unlawful or prohibited by these Terms of Use, or to solicit the performance of any illegal activity or other activity which infringes the rights of Trismax or others.

You may not share, assign or transfer your access to the Site.

Each of these policies may be changed from time to time and are effective immediately upon posting such changes on the Site.

ACCOUNTS, PASSWORDS AND SECURITY

Certain features or services offered on or through the Site may require you to open an account (including setting up an ID and password). You are entirely responsible for maintaining the confidentiality of the information you hold for your account, including your password, and for any and all activity that occurs under your account as a result of your failing to keep this information secure and confidential. You agree to notify Trismax immediately of any unauthorized use of your account or password, or any other breach of security. You may be held liable for losses incurred by Trismax or any other user of or visitor to the Site due to someone else using your ID, password or account as a result of your failing to keep your account information secure and confidential.

You may not use anyone else’s ID, password or account at any time without the express permission and consent of the holder of that ID, password or account. Trismax cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.

PRIVACY

Trismax’s Privacy Policy applies to use of this Site, and its terms are made a part of these Terms of Use by this reference. Additionally, by using the Site, you acknowledge and agree that Internet transmissions are never completely private or secure. You understand that any message or information you send to the Site may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.

LINKS TO OTHER SITES

This Site may contain links to other independent third-party Web sites ("Linked Sites"). These Linked Sites are provided solely as a convenience to our visitors. Such Linked Sites are not under Trismax’s control, and Trismax is not responsible for and does not endorse the content of such Linked Sites, including any information or materials contained on such Linked Sites. You will need to make your own independent judgment regarding your interaction with these Linked Sites.

DISCLAIMER OF WARRANTIES

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, AS SUCH, TO THE EXTENT SUCH EXCLUSIONS ARE SPECIFICALLY PROHIBITED BY APPLICABLE LAW, SOME OF THE EXCLUSIONS SET FORTH BELOW MAY NOT APPLY TO YOU.

TRISMAX SHALL USE REASONABLE SKILL AND DUE CARE IN PROVIDING THE SITE. THE FOLLOWING DISCLAIMERS ARE SUBJECT TO THIS EXPRESS WARRANTY.

TRISMAX DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT YOUR USE OF THE SITE WILL PROVIDE SPECIFIC RESULTS, AND YOU AGREE THAT FROM TIME TO TIME TRISMAX MAY REMOVE THE SITE FOR INDEFINITE PERIODS OF TIME, OR CANCEL THE SITE IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE SITE (INCLUDING THE MATERIALS) IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TRISMAX AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN PARTICULAR, TRISMAX AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT (I) THE SITE WILL MEET YOUR REQUIREMENTS; (II) YOUR USE OF THE SITE WILL BE TIMELY, UNINTERRUPTED, SECURE OR ERROR-FREE; (III) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF THE SITE WILL BE ACCURATE OR RELIABLE; AND (IV) ANY DEFECTS OR ERRORS IN THE SOFTWARE PROVIDED TO YOU AS PART OF THE SITE WILL BE CORRECTED. TRISMAX DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SITE AND/OR ANY LINKED SITES.

TRISMAX DOES NOT REPRESENT OR GUARANTEE THAT THE SITE WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND TRISMAX DISCLAIMS ANY LIABILITY RELATING THERETO.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE, COMPUTER, OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. ALL INFORMATION PROVIDED ON THE SITE IS SUBJECT TO CHANGE WITHOUT NOTICE. TRISMAX CANNOT ENSURE THAT ANY FILES OR OTHER DATA YOU DOWNLOAD FROM THE SITE OR ANY LINKED SITES WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. YOU FURTHER ACKNOWLEDGE THAT THE SITE IS NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OR TIME DELAYS OF, OR ERRORS OR INACCURACIES IN, THE MATERIALS, DATA OR INFORMATION PROVIDED BY THE SITE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.

The above disclaimer applies to any damages, liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence or any other cause of action.

Trismax reserves the right to do any of the following, at any time, without notice: (1) to modify, suspend or terminate operation of or access to the Site, or any portion of the Site, for any reason; (2) to modify or change the Site, or any portion of the Site, and any applicable policies or terms; and (3) to interrupt the operation of the Site, or any portion of the Site, as necessary to perform routine or non-routine maintenance, error correction, or other changes.

LIMITATION OF LIABILITY

TRISMAX SHALL USE REASONABLE SKILL AND DUE CARE IN PROVIDING THE SITE. THE FOLLOWING LIMITATIONS DO NOT APPLY IN RESPECT OF LOSS RESULTING FROM (A) TRISMAX’S FAILURE TO USE REASONABLE SKILL AND DUE CARE; (B) TRISMAX’S GROSS NEGLIGENCE, WILFUL MISCONDUCT OR FRAUD; OR (C) DEATH OR PERSONAL INJURY.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT TRISMAX AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SITE, OR OTHER INTANGIBLE LOSSES (EVEN IF TRISMAX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR INABILITY TO USE THE SITE (II) ANY CHANGES MADE TO THE SITE OR ANY TEMPORARY OR PERMANENT CESSATION OF THE SITE OR ANY PART THEREOF; (III) THE UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE AND/OR SEND OR RECEIVE YOUR TRANSMISSIONS OR DATA ON OR THROUGH THE SITE (V) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE; AND (VI) ANY OTHER MATTER RELATING TO THE SITE.

INDEMNIFICATION

You agree to defend and indemnify and hold Trismax and Trismax's subsidiary and affiliated companies, shareholders, employees, officers, directors, agents, predecessors, successors in interest, subsidiaries, and affiliates harmless from any and all demands, claims, losses, damages, liabilities, costs, and reasonable expenses (including but not limited to attorneys' fees), in connection with or arising out of (a) your use of the Site and/or any Materials, and/or (b) your violation of applicable law or these Terms of Use.

VIOLATION OF THESE TERMS OF USE

Trismax may disclose any information we have about you (including your identity) if we determine that such disclosure is necessary in connection with any investigation or complaint regarding your use of the Site, or to identify, contact or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) Trismax’s rights or property, or the rights or property of visitors to or users of the Site, including Trismax’s customers. Trismax reserves the right at all times to disclose any information that Trismax deems necessary to comply with any applicable law, regulation, legal process or governmental request. Trismax also may disclose your information when Trismax determines that applicable law requires or permits such disclosure, including exchanging information with other companies and organizations for fraud protection purposes.

You acknowledge and agree that Trismax may preserve any transmittal or communication by you with Trismax through the Site or any service offered on or through the Site, and may also disclose such data if required to do so by law or Trismax determines that such preservation or disclosure is reasonably necessary to (1) comply with legal process, (2) enforce these Terms of Use, (3) respond to claims that any such data violates the rights of others, or (4) protect the rights, property or personal safety of Trismax, its employees, users of or visitors to the Site, and the public.

You agree that Trismax may, in its sole discretion and without prior notice, terminate your access to the Site and/or block your future access to the Site, with or without cause, including if we determine that you have violated these Terms of Use or other agreements or guidelines which may be associated with your use of the Site. You also agree that any violation by you of these Terms of Use will constitute an unlawful and unfair business practice, and will cause irreparable harm to Trismax, for which monetary damages would be inadequate, and you consent to Trismax obtaining any injunctive or equitable relief that Trismax deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies Trismax may have at law or in equity. Without limiting the foregoing, you agree that Trismax may, in its sole discretion and without prior notice, terminate your access to the Site, for cause, which includes (but is not limited to) (1) requests by law enforcement or other government agencies, (2) a request by you (self-initiated account deletions), (3) discontinuance or material modification of the Site or any service offered on or through the Site, or (4) unexpected technical issues or problems.

If Trismax does take any legal action against you as a result of your violation of these Terms of Use, Trismax will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to Trismax. You agree that Trismax will not be liable to you or to any third party for termination of your access to the Site as a result of any violation of these Terms of Use.

COMPLIANCE WITH LAWS

You warrant that all actions taken by you with respect to this Site and its contents (including the Materials) will comply with all applicable laws, including but not limited to any applicable laws regarding export compliance.

GOVERNING LAW

These Terms of Use and the resolution of any dispute arising under or concerning it shall be governed by and construed in accordance with the laws of the State of California, without giving effect to its conflict of laws provisions. You and Trismax agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Los Angeles, California, to resolve any dispute or claim arising from this Agreement.

FEEDBACK AND INFORMATION

Any feedback you provide on information downloaded from this site shall be deemed to be non-confidential. Trismax shall be free to use such information on an unrestricted basis.

MISCELLANEOUS

You may not use or export or re-export any Materials or any copy or adaptation of such Materials, or any product or service offered on the Site, in violation of any applicable laws or regulations, including without limitation United States export laws and regulations.

If any of the provisions of these Terms of Use are held by a court or other tribunal of competent jurisdiction to be void or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms of Use, so that these Terms of Use shall remain in full force and effect. These Terms of Use constitute the entire agreement between you and Trismax with regard to your use of the Site, the Materials, and/or any and all other written or oral agreements or understandings previously existing between you and Trismax with respect to such use are hereby superseded and cancelled. Trismax’s failure to insist on or enforce strict performance of these Terms of Use shall not be construed as a waiver by Trismax of any provision or any right it has to enforce these Terms of Use, nor shall any course of conduct between Trismax and you or any other party be deemed to modify any provision of these Terms of Use. These Terms of Use shall not be interpreted or construed to confer any rights or remedies on any third parties.