Terms & Conditions

HOFFMAN Viewer Terms of Service

Last Updated: August 12, 2024

These HOFFMAN Viewer Terms of Service (“Terms”) are entered into between you (“You”) and MJ Hoffman and Associates, LLC (“HOFFMAN”). These Terms, along with the Docebo.com terms of service (the “Docebo Agreement”), and the HOFFMAN Enterprise Subscription Terms and Conditions (the “Enterprise Subscription Terms”), to the extent applicable, govern Your subscription access (whether pursuant to a Closer License subscription or an Enterprise License subscription as defined in your Enterprise Agreement, if applicable) (in each case, the “Subscription”) to the HOFFMAN-branded Docebo online platform (the “Platform”), powered by Docebo Inc. (“Docebo”), and Your use of the content provided on the Platform (the “Programs”). In the event of a conflict between these Terms and the Docebo Agreement, the Docebo Agreement will prevail. Enterprise License subscriptions are subject to the Enterprise Subscription Terms entered into between HOFFMAN and the applicable enterprise client (Your employer, if applicable). In the event of a conflict between these Terms and the Enterprise Subscription Terms, the Enterprise Subscription Terms shall prevail.

Notice: Section 9 of these Terms contains a mandatory ARBITRATION AGREEMENT. By using the Subscription, Platform, or Programs, you agree that any claims you may have against HOFFMAN relating to the Subscription, Platform, or Programs must be ARBITRATED, and you waive the right to: (1) assert claims against HOFFMAN in court; (2) participate in a class action; and (3) have a jury hear your case.

We may modify these Terms at any time, in our sole discretion. If You continue to use the Subscription, Platform, or Programs after we’ve notified you that the Terms have been modified, You are agreeing to be bound by the modified Terms. If You don’t agree to be bound by the modified Terms, then You may no longer use the Subscription, Platform, or Programs. Because our offerings continue to evolve, we may change or discontinue all or any part of the Platform or Programs, at any time and without notice, in our sole discretion. NOTWITHSTANDING THE FOREGOING, THIS RIGHT TO MODIFY THESE TERMS SHALL NOT INCLUDE THE AGREEMENT TO ARBITRATE SET FORTH BELOW. No part of the agreement to arbitrate may be amended, discharged, modified, or waived except in a writing signed by both parties.

1. Acceptance

By downloading a HOFFMAN-branded application through the Apple Store or the Google Play Store (in each case, an “App”), accessing the Platform and/or viewing a Program, You accept these Terms and the Docebo Agreement.

2. Privacy

When Your personal information is processed by HOFFMAN (such as when You provide personal information to obtain a Subscription, when You access the Platform or Programs, or when You communicate with HOFFMAN), HOFFMAN shall process such personal information in accordance with the HOFFMAN Privacy Policy.

3. Subscription Fees and Automatic Renewals

The Subscription is an annual subscription. For an annual recurring fee, You may stream the Programs offered on the Platform an unlimited number of times during the annual Subscription period (the “Subscription Term”). HOFFMAN may change the Platform or may add or remove Programs from the Platform at any time. Prices and other terms of purchase are subject to change upon the renewal of any Subscription Term. If Your Subscription is a Closer License Subscription, HOFFMAN will provide notice to the email address associated with Your Subscription in advance of any such price changes, prior to the expiration of the then-current Subscription Term.

ALL PURCHASES AND FEES PAID IN CONNECTION WITH THE SUBSCRIPTION, INCLUDING RECURRING CHARGES, ARE FINAL AND NON-REFUNDABLE SEVEN (7) DAYS FOLLOWING PAYMENT OF SUCH SUBSCRIPTION OR RECURRING CHARGE.

Automatic Renewal: To the extent permitted by applicable law, Your Subscription will automatically renew for successive annual Subscription Terms until Your Subscription is cancelled. The payment method associated with Your Subscription will be charged at the beginning of each Subscription Term.

How to Decline Renewal of a Subscription: If Your Subscription is a Closer License Subscription, You may pause or cancel Your Subscription by visiting Your account settings on the Platform. Your changes will be applied to the next Subscription Term.

Docebo is hereby made a third-party beneficiary of this Section 3.

4. Licenses and Intellectual Property

License to Programs: Subject to these Terms, You have the right to stream, for Your personal purposes, the Programs on the Platform made available to You through Your Subscription.

HOFFMAN Ownership: HOFFMAN retains all rights, title, and interest in and to the Programs and all improvements, updates, and modifications thereto, all copies or parts thereof (by whomever produced) and all intellectual property therein, including without limitation, copyrights, trade secrets, trademarks, trade names, domain names, patents, know-how, formulations, data, technology, designs, inventions, discoveries, processes, models or sales, financial, contractual, and marketing information, and all other intellectual or industrial property and like rights whether or not registered (“Intellectual Property Rights”). Except for those rights expressly granted in these Terms, HOFFMAN grants no other rights to the Programs and expressly reserves any and all rights in and to the Programs.

You are hereby granted a limited, revocable, nonexclusive, nontransferable, nonassignable, non-sublicensable, “as-is” license to access and use the Programs. You agree that You will use the Programs solely as permitted under these Terms and solely for Your own personal use and benefit. Except as expressly provided in these Terms, You will not, and You will not permit or authorize anyone else to: (i) display, distribute, perform, publish, archive, or reproduce the Programs or any portion or aspect of the Programs; (ii) modify, translate, or create derivative works based on the Programs or any portion of the Programs, including by way of downloading, recording, or taking screenshots of the Programs; (iii) use the Platform for timesharing or service bureau purposes or otherwise for the benefit of a third party; or (iv) remove, obscure, or alter any proprietary notices or labels of HOFFMAN, its licensors, or other service providers on the Platform or in the Programs.

Feedback: You may, from time to time, provide suggestions, comments, for enhancements or functionality, or other feedback (“Feedback”) to HOFFMAN with respect to the Programs. HOFFMAN will have full discretion to use or not use such Feedback. If HOFFMAN chooses to use the Feedback, HOFFMAN may do so in any manner whatsoever without obligation to pay You any fees or royalties. You hereby grant to HOFFMAN a perpetual, irrevocable, worldwide, royalty-free, fully paid up, transferable, sublicensable license to HOFFMAN to use, copy, distribute, transmit, display, perform, and create derivative works of the Feedback.

Your Content: To the extent that You submit any content to HOFFMAN or Docebo via use of the Platform (e.g., by posting a public-facing comment or sharing Your name, voice, or likeness when participating in a live-stream event) (“Your Content”), You grant HOFFMAN (i) an unrestricted, irrevocable, worldwide, non-exclusive, royalty-free, perpetual, fully sub-licensable right and license to use, copy, reproduce, modify, adapt, publish, transmit, distribute, license, translate, creative derivative works from, and publicly perform and display Your Content in all media, form, or format now known or later developed or discovered, for any purpose whatsoever, including, without limitation, for promoting or redistributing part or all of the HOFFMAN Subscription or Programs; and (ii) the right to use Your name, likeness, identity, voice, or any other biographical information that You submit in connection with Your Content. You represent and warrant that: (a) Your Content must comply with the Acceptable Use Policy available at Docebo.com; and (b) if Your Content contains the name, likeness, identity, voice, or any other biographical information of any third party, You have obtained the appropriate consents and/or licenses for Your use of such features and that HOFFMAN is allowed to use them to the extent indicated in these Terms.

5. Mobile Applications

The Platform may also be accessed via the App. You may download and install a copy of the App on a mobile device or computer that You own or control solely for Your own personal non-commercial use of the Platform and the Programs. You must comply with all applicable third-party terms of service when using the App.

You may not: (i) copy, modify, or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend, or rent the App to any third party; (iii) reverse engineer, decompile, or disassemble the App; or (iv) make the functionality of the App available to multiple users through any means.

The App may be available for download from an app store or distribution platform such as the Apple App Store or Google Play (each an “App Provider”). You hereby acknowledge and agree that these Terms are between You and HOFFMAN, and not with the App Provider.

If you download an App from the Apple App Store and/or use the App on an Apple device, you acknowledge and agree to the following additional terms:

Apple and its subsidiaries are third-party beneficiaries of these Terms, and upon Your acceptance of these Terms, Apple shall have the right (and will be deemed to have accepted the right) to enforce these Terms against You as a third-party beneficiary thereof.

HOFFMAN is responsible for providing maintenance and support services, and Apple has no obligation to furnish any maintenance and support services with respect to the App.

Apple has no warranty obligation whatsoever with respect to the App, and any claims, losses, liabilities, damages, costs, or expenses attributable to any failure of the App to conform to any warranty will be HOFFMAN’s sole responsibility.

HOFFMAN, not Apple, is responsible for addressing any claims brought by You or any third party relating to the App or your possession and/or use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

In the event of any third-party claim that the App or Your possession and/or use of the App infringes a third party’s intellectual property rights, HOFFMAN, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim to the extent required by these Terms.

You represent and warrant that: (i) You are not located in a region that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” region; and (ii) You are not listed on any U.S. Government list of prohibited or restricted parties.

6. Disclaimers

YOUR USE OF THE SUBSCRIPTION, THE PLATFORM, AND THE PROGRAMS IS AT YOUR OWN RISK. HOFFMAN PROVIDES ACCESS TO THE SUBSCRIPTION, THE PLATFORM, AND THE PROGRAMS ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. HOFFMAN DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Without limiting the above, HOFFMAN makes no representations or warranties concerning:

The availability of the Platform or the Programs in a particular jurisdiction.

The availability of the Platform or the Programs for any particular device, operating system, or browser.

The viewing quality of any Program. HOFFMAN does not guarantee that You will be able to use the Platform or the Programs at all times, or view any Program uninterrupted, error-free or displayed at any particular resolution. The quality of Your viewing experience depends on a number of factors, including Your viewing device and the quality of Your Internet connection.

The continued availability of any Program. Programs may be withdrawn at any time without notice.

The Platform or Content being error-free, free of all possible viruses or other harmful code, or that the operation of the Platform and access to the Programs will be secure or uninterrupted.

7. Limitation of Liability

NOTWITHSTANDING ANY OTHER PROVISION IN THE AGREEMENT, IN NO EVENT WILL HOFFMAN BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, RELIANCE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, LOST OR DAMAGED DATA, LOST PROFITS, OR LOST REVENUE, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF A PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY THEREOF.

NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENT, UNDER NO CIRCUMSTANCES WILL HOFFMAN’S (INCLUDING ITS DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, CONSULTANTS, AGENTS, OR PARTNERS) LIABILITY FOR ALL CLAIMS ARISING UNDER OR RELATING TO THE AGREEMENT, REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE AGGREGATE FEES PAID BY YOU TO HOFFMAN DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.

Some states or other jurisdictions do not allow the exclusion or limitation of liability for incidental or consequential damages, so the above limitations and exclusions may not apply to you.

8. Indemnification

You shall indemnify, defend, and hold harmless HOFFMAN and its directors, officers, employees, representatives, consultants, agents, and partners from any liability, claim, demand, damages, losses, and costs (including attorneys’ fees) arising from: (i) Your unauthorized use of the Platform or any Program; (ii) Your breach of these Terms, the Docebo Agreement, or any violation of law or third-party right; or (iii) any content that You upload or submit through the Platform.

9. Arbitration Agreement

Agreement to Arbitrate; Waiver of Class Action: If you are located in the United States, you must resolve any controversy between HOFFMAN and You concerning or relating in any respect to the Subscription, Platform, or Programs or Your use thereof, arising under any legal theory including contract, warranty, tort, statute, or regulation (except for disputes related to the enforcement or validity of Your or HOFFMAN’s Intellectual Property Rights) (each a “Dispute”) only on an individual basis, through arbitration, pursuant to the provisions of these Terms. The parties hereby expressly waive any right to bring any action, lawsuit, or proceeding as a class or collective action, private attorney general action, or any other proceeding in which any party acts or proposes to act in a representative capacity. The parties further agree as follows:

The parties will use commercially reasonable efforts to resolve Disputes. Prior to initiating arbitration proceedings, each party will provide written notice of the Dispute to the other party, including a description of the Dispute, what efforts have been made to resolve it, and what the disputing party is requesting as resolution.

You may initiate an action in your local small claims court if you meet the court’s requirements. However, if such a claim is transferred, removed, or appealed to a different court, HOFFMAN reserves the right to require arbitration.

Disputes not resolved pursuant to Subsections 9(i) and 9(ii), above, will be resolved through arbitration. The American Arbitration Association (“AAA”) will conduct any arbitration under its Commercial Arbitration Rules. Arbitration hearings will take place in the federal judicial district of Boston, Massachusetts. A single arbitrator will be appointed and will issue a written decision including the reasons for the award. The arbitrator may award damages, declaratory or injunctive relief, and costs (including reasonable attorneys’ fees). Any arbitration award may be enforced (such as through a judgment) in any court of competent jurisdiction. Under AAA Rules, the arbitrator rules on his or her own jurisdiction, including the arbitrability of any claim; however, a court has exclusive authority to enforce the prohibition on arbitration on a class-wide basis or in a representative capacity.

The AAA rules will govern payment of filing fees and the AAA’s and arbitrator’s fees and expenses.

These Terms govern if there is a conflict with the AAA’s Commercial Arbitration Rules.

Notwithstanding any other statute of limitations, a Dispute under these Terms must be filed in Small Claims Court or noticed for arbitration within one (1) year of when it could first be filed, or such claim will be permanently barred.

If this agreement to arbitrate or class action waiver is found to be illegal or unenforceable as to all or some parts of a Dispute, then those parts will not be arbitrated but will be resolved in court, with the balance resolved through arbitration. If any provision of this Section 9 is found to be illegal or unenforceable, then that provision will be severed; however, the remaining provisions will still apply and will be interpreted as nearly as possible to achieve the original intent of this Section 9, inclusive of the severed provision.

10. General Provisions

Precedence. In the event of a conflict between these Terms and the Docebo Agreement, the Docebo Agreement shall prevail. In the event of a conflict between these Terms and the Enterprise Subscription Terms (if applicable to Your Subscription), the Enterprise Subscription Terms shall prevail.

Severability. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.

Assignment. You may not assign Your Subscription or Your rights or obligations under these Terms to anyone else.

Entire Agreement. You and HOFFMAN agree that these Terms and the Docebo Agreement are the complete and exclusive statement of the mutual understanding of the parties and supersede and cancel all previous written and oral agreements, communications, and other understandings relating to the subject matter of these Terms, and that all waivers and modifications must be in a writing signed by both parties.

No Waivers. The failure of HOFFMAN to exercise or enforce any of provision of these Terms will not constitute a waiver of such provision.

Injunctive Relief. You acknowledge that any unauthorized use of the Platform or Programs may cause irreparable harm and injury to HOFFMAN for which there may be no adequate remedy at law. You further agree that, in addition to all other remedies available to HOFFMAN under these Terms, at law or in equity, HOFFMAN will be entitled to seek injunctive relief without the necessity of posting bond.

Notices. You consent to electronic notices sent to the email address associated with Your Subscription. Except as provided herein, You shall provide any notice required of or permitted under these Terms or required by law in writing and shall deliver such written notice to HOFFMAN by first class registered mail, or air mail, as appropriate, to the following addresses.

MJ Hoffman & Associates, LLC

9 Bartlet Street

Suite 355

Andover, MA 01810

With a copy (which shall not constitute notice) to:

Nixon Peabody LLP

53 State Street

Boston, MA 02109

Attention: Paul DeTurk

Email: pdeturk@nixonpeabody.com

Governing Law; Choice of Venue. These Terms are governed by the laws of the Commonwealth of Massachusetts without regard to its conflict of laws provisions. The Uniform Commercial Code, the Uniform Computer Information Transaction Act, and the United Nations Convention of Controls for International Sale of Goods shall not apply. Except for all Disputes covered by Section 9, for all other disputes relating to these Terms, each party submits to the exclusive jurisdiction of the U.S. District Court of the District of Massachusetts or any state court located in the Commonwealth of Massachusetts, County of Essex, and waives any jurisdictional, venue, or inconvenient forum objections to such courts.