Glossary of Terms | Product Institute

GLOSSARY OF TERMS ("GLOSSARY")

[Version: March 4, 2022]

Term:	Definition:
“Affiliate”	means any entity that directly or indirectly controls, is controlled by, or is under common control with a Person. “Control” means the power to direct or cause the direction of the management and policies of an entity, whether through equity ownership, a credit arrangement, franchise agreement or other contractual arrangement.
“Claim(s)”	means any present or future direct or indirect indebtedness, liability, settlement, judgment or judicial compromise (whether voluntary or involuntary), loss, damage, interest charge, penalty, deficiency, obligation or responsibility, whether known or unknown, fixed or unfixed, conditional or unconditional, choate or inchoate, liquidated or unliquidated, secured or unsecured, accrued, absolute, contingent or otherwise (including reasonable costs and reasonable attorneys’ or consultants’ fees and expenses). The term, “Claims” also includes any court costs, reasonable litigation costs and reasonable attorney fees in defending any legal action or assertions whether brought (or raised) by a Party or a third party.
“Click-Through Agreement”	means that agreement between Client and Product Institute, which is entered into and becomes legally binding when Client indicates her or his or its acceptance to be bound by the PI Terms, including the documents incorporated by reference therein. Client accepts these terms and enters into the Click-Through Agreement as of the date thereof by clicking and agreeing to the terms of the Click-Through Agreement as set forth on Product Institute’s website, which also generates a confirmation email and invoice to Client.
“PI Terms”	means those terms for the Click-Through Agreement that are in effect at such time as Client executes a Click-Through Agreement, which are currently set forth at the following URL: https://productinstitute.com/p/click-through.
“Client End-User”	means an End-User acting on behalf of Client or a Student who accesses any portion of the Product Institute System.
“Client Indemnifiable Damages”	Is defined to include all of the following: Any Claims, including any actual and/or consequential damages, of a third-party arising from or in any way related to the tortious acts or omissions of Client and/or any Client End-User (as well as any of Client’s Affiliates or any third party providing services to Client); and/or any Claims arising from the use of the Product Institute System in contravention of the Click-Through Agreement and/or the End-User Terms & Conditions by Client and/or any Client End-User (as well as any of Client’s Affiliates or any third party providing services to Client or any such Client End-User).
“Client”	means a Person who has executed a Click-Through Agreement with Product Institute.
“Confidential Information”	means any of the following: (With respect to Product Institute) any software applications, as well as the respective source code for the same, which is utilized by Product Institute in the provision of the Product Institute System or its services; each Party’s business or technical information, information relating to software plans, designs, costs, prices and names, business opportunities, personnel, customers, research, development or know-how that is designated by the disclosing Party as “confidential” or “proprietary” or the receiving Party knows or should reasonably know is confidential or proprietary; and/or any special pricing or other non-standard terms agreed to by the Parties in any written document. However, “Confidential Information” will not include any information that: is or becomes generally known to the public without breach of any obligation owed to the disclosing Party; was known to a Party prior to its disclosure by the other Party without breach of any obligation owed to the other Party; was independently developed by a Party without breach of any obligation owed to the other Party; or was or is received from a third party without breach of any obligation owed to the other Party.
“Course”	means (individually) a Course as offered through the Library, which an individual person can access via a license for the Subscription Term.
“Effective Date”	means that date when the Click-Through Agreement becomes effective and which begins the Subscription Term for each Course purchased.
“End-User Data”	means all data that is input by an End-User into the Product Institute System, including but not limited to information required to set up a Student Account or other registration with the Product Institute System.
“End-User Indemnifiable Damages”	Is defined to include all of the following: Any Claims, including any actual and/or consequential damages, of a third-party arising from or in any way related to the tortious acts or omissions of End-User (as well as any of End-User’s Affiliates or any third party providing services to such End-User); and/or any Claims arising from the use of the Product Institute System in contravention of the Click-Through Agreement and/or the End-User Terms & Conditions by End-User (as well as any of End-User’s Affiliates or any third party providing services to such End-User).
“End-User Terms & Conditions”	means those terms set forth at the following URL as may be updated by Product Institute from time to time: https://productinstitute.com/p/terms
“End-User”	means any and/or each person who in any manner accesses or uses any portion of the Product Institute System and the Library or the Website, which includes but is not limited to Client, Students, any persons acting on behalf of Client and/or any other Persons accessing any portion of the Product Institute System as well as visitors or any unregistered users of the Library or Website.
“Enterprise Agreement”	means a License Agreement, which specifies in its License Terms that it is an “Enterprise Agreement.”
“Enterprise Teams Plan”	means that particular Plan with the offering and functionality as set forth at the following URL: https://productinstitute.com/p/pricing.
“Force Majeure Event”	means the occurrence of any event, the cause of which is beyond a Party’s reasonable control and occurring without that Party’s fault or negligence, including, but not limited to, acts of God, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labor problems, computer attacks (by government/nation entities or otherwise) or malicious acts, such as attacks on or through the Internet, any Internet service provider, telecommunications or hosting facility.
“GDPR”	means the General Data Protection Regulation passed by the European Union on April 14, 2016 and which became enforceable on May 25, 2018, including any updates or amendments.
“Glossary”	means this glossary, which provides definitions for capitalized terms, which are to be incorporated into Product Institute’s various contracts, schedules, appendices, policies, guidelines etc.
“Invoice”	means the invoice provided by Product Institute to Client, evidencing the Course(s) purchased by Client in exchange for the Course Fees as well as any other services purchased (such as training or additional workshops).
“Course Fee” or “Course Fees”	in the singular, means the fee charged by Product Institute for an individual Student to access one Course, and in the plural means the fees charged for access to more than one Course (as provided herein).
“Library”	means all of the Courses offered by the Product Institute, which are available for purchase and can be accessed or used on the Website.
“Paragraph”	means any of the numbered paragraphs in a particular contract, agreement, policy, guideline, etc., including any underlying subparagraphs or divisions.
“Party/Parties”	“Party/Parties” means Product Institute and Client collectively (e.g., as the “Parties”), or individually either Product Institute or Client (e.g., as a “Party”). In reference to the End-User Terms & Conditions between Product Institute and an End-User, including any document incorporated therein, “Parties” means Product Institute and End-User collectively or individually either Product Institute or End-User (e.g., as a “Party”).
“Person” or “person”	means any individual person and/or any particular company or entity as the case may be.
“PII” or “Personally Identifiable Information”	means all personally identifiable data and information about an End-User, which is used in connection with the Product Institute System, including but not limited to such End-User’s name, address, email address, phone numbers and financial transaction data, including but not limited to credit card permission, debit card information and/or bank account information.
“Privacy Policy”	means the Product Institute Privacy Policy as may be updated by Product Institute from time to time, which is accessible at the following URL (or such other URL specified by Product Institute): https://productinstitute.com/p/privacy
“Product Institute”	means Product Institute, Inc., a corporation formed under the laws of the State of New Jersey.
“Product Institute Data”	means all data, content or information (regardless of whether written or oral), which is generated by the Product Institute (including but not limited to its employees and/or independent contractors) and made available through the Product Institute System.
“Product Institute Marks”	means Product Institute’s service marks, logos, product names, service names URLs, and/or domain names (e.g., for any of Product Institute ‘s websites).
“Product Institute Parties”	collectively means Product Institute and its Affiliates and their respective shareholders, directors, officers, employees, agents, representatives, contractors, licensors, suppliers and service providers (collectively, the “Product Institute Parties” or individually a “Product Institute Party”).
“Product Institute System”	means collectively and individually any portion of the following: (i) any and all hardware and/or software code used to provide any services to Client under a Click-Through Agreement, including but not limited to the Website and it’s Web Code and Product Institute’s servers, (ii) the Product Institute Data; (iii) any Course, and/or (iv) the Library.
“Program Policies”	means those terms set forth at the following URL as may be updated by Product Institute from time to time: https://productinstitute.com/p/programpolicies.
“Seat Code”	means a code provided by Product Institute to Client upon purchasing a Course so as to allow a Student access to such Course. Client will receive one Seat Code for each Course purchased.
“Separate Confidentiality Agreement”	means a signed written agreement regarding the treatment of confidential information, into which Product Institute has entered with Client and/or an End-User.
“Service Level Agreement” or “SLA”	means that agreement that specifies the availability of the Library (or any given Course) over the Internet, which can be found at this URL and as may be updated or modified from time to time: https://productinstitute.com/p/sla
“Service Marks”	means (a Person’s) business name(s), trademarks, service marks or logos (collectively, “Service Marks”).
“Student Account”	means that account, which a Student is required to create upon registration with Product Institute so as to access the Library.
“Student”	means an individual person on behalf of whom Client has purchased access to a Course. Product Institute will provide Client with a single Seat Code for each Course so purchased. Client then designates an individual Student to whom it would like to grant access to such Course by providing a Seat Code to such individual.
“Subscription Term”	means the term during which a Student can access a Course. The Subscription Term is specified in the Invoice.
“Termination Date”	means the date on which Subscription Term terminates, which shall be on the expiration of the Subscription Term or earlier according to the terms of the Click-Through Agreement.
“Third-Party Application”	means any third-party products, software, applications, websites, implementations or services, including loyalty programs, that the Product Institute System links to or is used in conjunction with the Product Institute System or Services.
“Web Code”	means the website HTML, CSS and/or JavaScript for a particular website.
“Website”	means the website maintained by Product Institute at the following URL and includes all child pages (or websites), any linked pages (or websites), any cross referenced pages (or websites)and/or any embedded pages (or websites) embedded within such website: https://productinstitute.com/.