Pluralsight Professional Services Terms and Conditions

Last modified: September 13, 2017 (v. 1.0.0)

1. INTRODUCTION

These Pluralsight Professional Services Terms and Conditions, as may be amended from time to time, together with any documents, policies, or terms they incorporate by reference (collectively, these “Professional Services Terms”), are entered into by and between you and Pluralsight, LLC, a Nevada limited liability company (“Pluralsight”, “we”, or “us”). For purposes hereof, “you” includes, any Customer, entity, or entity affiliate that is using (as defined herein) Pluralsight’s Services. 

By accepting, using, participating in, purchasing, paying for, sending or receiving links from or to, or otherwise engaging with (collectively referred herein as “use”) any of Pluralsight’s product integrations or professional services offerings (collectively, the “Services”, and mores specifically defined in Section 6 below), you understand, acknowledge, and agree to these Professional Services Terms, which may be amended from time to time. These Professional Services Terms shall serve as an addendum to that certain underlying purchasing agreement (the “Agreement”) that exists between you and Pluralsight, whether such separate agreement is (i) Pluralsight’s Terms of Use available at http://www.skateqld.org.au/?page=terms (“Terms of Use”) (ii) a Pluralsight Sales Order, (iii) an Enterprise License Agreement, (iv) a Master Subscription Agreement, or (v) any other purchase agreement executed by you and Pluralsight’s duly authorized officers. In the event such an underlying purchasing agreement fails to exist, the parties agree to Pluralsight’s Terms as Use shall be the governing Agreement. 

Any capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Agreement. You understand, acknowledge, and agree that the Services contemplated hereunder are directly tied to your use of the your Pluralsight Business Plan found on Pluralsight’s Site (as defined in the Terms of Use), and as such, except as contemplated herein, you may not use any portion of the Services that would violate the Agreement.

2. TERM

The term of these Professional Services Terms as applied to the Services (the “Term”) shall commence that certain date that is the earlier of the effective date of the Sales Order (defined below) or the actual start date of the Services (the “Effective Date”) and will continue until that certain date that is the earliest of the following to occur: (i) all Services have been fully performed, (ii) your Pluralsight Business Plan on the Pluralsight Site expires or is terminated, or (iii) either party gives the other party thirty (30) days prior written notice of its intent to terminate. Notwithstanding the foregoing, with respect to any Sales Order or Services still in effect as of the date of such termination event, the terms and conditions of these Professional Services Terms will continue in effect and will govern such Sales Order or Services until its/their expiration or earlier termination for cause. Notwithstanding anything to the contrary, the termination of the Term shall not extinguish, modify, or affect in any way the rights and obligations of the parties with respect to any Sales Orders or Contract Documents entered into by the parties or associated Services performed prior to the date of such expiration or termination which shall remain in effect for the duration of the Services or, if applicable, the term of such Sales Order, subject to these Professional Services Terms.

3. SALES ORDERS / STATEMENTS OF WORK

(a)     Sales Orders. From time to time, Pluralsight may issue to you a sales order or statement of work (each, a “Sales Order”), whether electronically, via Pluralsight’s Site, or in paper form, setting forth the quantity of the Services, the fees to be paid, and the applicable start and end dates, and other applicable information with respect to any respective Services set forth thereon. Each such Sales Order shall constitute an offer for Services, and by engaging in any of the following, you understand and agree that you accept such offer: (1) signing or electronically confirming the Sales Order; (2) delivering a purchase order to Pluralsight; (3) giving Pluralsight written instructions to proceed or invoice you; or (4) paying the applicable Pluralsight-provided invoice. Upon any of the aforementioned forms of acceptance, the applicable Sales Order shall constitute a contract for the performance of the Services called for therein, subject to all of the terms, conditions, and provisions of the Sales Order and all applicable Contract Documents.

(b)     Acceptance of Services. When all Services to be performed pursuant to any Sales Order are completed, Pluralsight will notify you and you shall have the right to a final review of the Services. In the event any such work fails to comply with the Agreement or these Professional Services Terms, Pluralsight shall remedy any defect until such work complies with the Contract Documents. Your exclusive rights and remedies with respect to any dissatisfaction with the Services are (i) to reasonably request the Services be remedied or repeated to comply with the Contract Documents, or (ii) to cease use of the Services. Your dissatisfaction will never be remedied by a refund of any paid fees, as all fees paid hereunder are non-refundable except in the event you terminate these Professional Services Terms or a Sales Order for cause due to Pluralsight’s uncured breach.

4. STANDARDS

(a)     Standard of Care; Warranties; Covenants. Pluralsight agrees that all Services performed by Pluralsight shall be of the standard of care and skill generally exercised by other similar service providers performing similar services under similar circumstances and shall be performed in a good and workmanlike manner, and shall conform to all terms and specifications set forth in the Contract Documents applicable to the Services. Pluralsight shall promptly, at its expense and at your option, re-perform the Services or perform such alteration, repair, or replacement as may be necessary to meet the standard of care in this Section.

(b)     Compliance with Laws. Pluralsight agrees that the Services, and its performance thereof, shall conform with any applicable statute, law, rule, regulation, code, ordinance, directive, or other governmental restriction by any government authority having proper jurisdiction, whether now or hereafter in effect (collectively, “Laws”).

(c)     Form I-9 Compliance Certification. Pluralsight represents and warrants that Pluralsight (a) is in compliance with all immigration laws, statutes, rules, codes, order and regulations, including without limitation, the Immigration Reform and Control Act of 1986, as amended, the Immigration and Nationality Act, as amended, and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996, as amended, and any successor statutes, laws, rules, and regulations thereto (collectively, the “Immigration Laws”), (b) has complied with the relevant employment eligibility and identification requirements under the Immigration Laws for its employees performing Services for you, including all Form I-9 requirements, as applicable, (c) has required, and in the future will require, all of its respective employees to correctly complete the relevant sections of Form I-9, as applicable, (d) has correctly completed and will correctly complete for future employees the relevant sections of the Form I-9s required to be completed by an employer; (e) to the extent that any violations of any Immigration Laws have been discovered, such violations have been corrected, and (f) to the extent that any violations of Immigration Laws are discovered in the future, such violations will be promptly corrected.

5. PLURALSIGHT PERSONNEL

(a)     Pluralsight agrees that it shall provide and assign experienced Pluralsight managers, supervisors, and technical personnel, as applicable, in sufficient numbers to support and adequately staff and perform the Services and fulfill Pluralsight’s obligations under the Contract Documents, including, without limitation, any persons specifically required in a Sales Order, if any (the “Key Personnel”). Pluralsight shall designate an individual to act as a representative authorized to act on behalf of Pluralsight with respect to the Services under each Sales Order (the “Pluralsight’s Representative”).

(b)     Pluralsight’s Key Personnel, if any, shall devote the time necessary to the Services as may be appropriate to and consistent with the full and timely performance of Pluralsight’s obligations under the Contract Documents. However, you agree that such persons may be removed from their responsibilities by Pluralsight without your prior written consent, and in such event, Pluralsight shall (in its sole discretion) assign other persons to perform the Services.

6. YOUR RESPONSIBILITIES

With respect to any Services applicable your engagement with Pluralsight, including those set forth in a particular Sales Order:

(a)     You shall provide information reasonably requested by Pluralsight and consult with Pluralsight in a timely manner regarding requirements for and limitations with respect to the Services.

(b)     On or before the Effective Date, you shall designate a representative authorized to act on your behalf with respect to the Services (the “Customer’s Representative”), with whom Pluralsight may consult with at all reasonable times, and whose instructions, approvals, requests and decisions shall be binding upon you as to all matters pertaining to the Contract Documents and your performance under the Contract Documents. You may change Customer’s Representative at any time by written notice to Pluralsight.

(c)     You shall provide written notice to Pluralsight if you becomes aware of any fault or defect in the Pluralsight’s provision of the Services, including any errors, omissions, or inconsistencies in Pluralsight’s Services deliverables provided that the failure to give such notice shall not relieve Pluralsight from its obligations or liabilities under the Contract Documents.

7. SERVICES

(a)     Scope. The scope and features of the Services Pluralsight provides may be determined by the Pluralsight Plan you have purchased by way of the Agreement or by way of the Services set forth on an applicable Sales Order. A summary of the bundled Services offerings included with Pluralsight’s Business Plans can be found at http://www.pluralsight.com/plans. A summary of all Pluralsight’s Services, and their associated scope and features, are as follows:

  • Product Integrations.
    • Single Sign-On (SSO). Pluralsight supports SSO using SAML 2.0 as the standard. SSO is a configuration between you and Pluralsight (or your LMS and Pluralsight) that allows your Business Users provision a Pluralsight log-in and/or login to the Pluralsight Site without the need for Pluralsight-specific credentials. Via SSO your IdP (Identity provider/Federation server) can send Pluralsight’s Federation server a first name, last name, and email when they click an SSO-enabled URL. Pluralsight can commit to a successful SSO configuration provided (i) you comply with Section 6, including committing a dedicated Customer’s Representative for setup, troubleshooting, and other reasonable requests, and (ii) the SSO configuration falls within Pluralsight’s approved SSO guidelines (explained below).
      • SSO Guidelines: Pluralsight is only responsible for the SP (service provider) side of the SSO configuration. At all times, you remain responsible for the IdP side of the SSO configuration. SAML specs are followed universally, and both SP- and IdP-initiated linking and deep linking are supported. While self-provisioning may be an option on the application side, this feature does not use SAML JIT.
      • Auto SSO: In the event SSO Services are being provided you by way of your purchase of Pluralsight’s Business – Enterprise Plan or the Enterprise Integration, you may be given the ability to have Pluralsight build issuance criteria and automated team and plan mapping, but you agree that any such attributes delivered across the SSO configuration are your responsibility; and as such, you disclaim any and all liability associated with your alignment to any such attributes.
    • Data Export. If you would like to conduct your own analysis of your Pluralsight Business Plan usage information (e.g., course/module/clip completion or plan/group/individual segmentations), beyond what is provided on the Pluralsight Site dashboard, you can engage Pluralsight to export said usage information over a given date range, exported to a .CSV or .TXT file (said process referred herein as “Data Export”). Delimiter options include pipe, tab, space, and comma, and while the file naming conventions may be customizable, Pluralsight provides no guarantee. The Data Export can be enabled to trigger one-time or on a daily, weekly, or monthly recurring basis via FTP, SFTP, or POST/PUT to API (your “Data Export Instruments”). You understand and agree that Pluralsight does not support or provide your Data Export Instruments and Pluralsight reserves the right to change the daily, weekly, or monthly delivery times—as delivery times may vary based on table updates that feed the Data Export. While all customer-facing usage information will be made generally available for export, Pluralsight reserves the right to restrict certain data from being shared through Data Export, including to comply with any applicable Laws or Pluralsight’s Privacy Policy.
    • Usage API. Pluralsight has created and maintains a REST API that includes API end points for usage, completions, and users. Pluralsight only provides the end points and API tokens, and will not support nor provide you scripting to such end points and tokens. The API tables that support our API endpoints update at least once every 24 hours, but the exact delivery of such update may vary from time to time. 
    • User Management API. Pluralsight has created and maintains a User Management API that allows for user invites, user updates/deletes/reads, and team assignments (but not user creation). This API includes exposure to CRUD user management. Pluralsight only provides the end points and API tokens, and will not support nor provide you scripting to such end points and tokens.

Note: While there are not generally any restrictions on how frequently our APIs (both Usage and User Management) can be run, we reserve the right to block any IP address or internet traffic if (i) their usage behavior exceeds normal limits, (ii) they violate or attempts to violate our Site’s security mechanisms, or (iii) they otherwise breach the security of the Site or corrupt the Site in any way. Whether an IP address’ or other internet traffic’s conduct comports with the aforementioned subsections (i), (ii), and (iii) will be determined in Pluralsight’s sole and absolute discretion.

  • Product Integration Bundles
    • LMS Integration. Pluralsight sells a learning management system (“LMS”) integration, which includes the bundled Services of Single Sign-On (SSO) (without the ability to use Auto SSO), Data Export, and Usage API, which will be offered a price set forth on the applicable Sales Order. The terms and conditions of Single Sign-On (SSO), Data Export, and Usage API shall apply to you in the event you purchase or use the LMS Integration.
    • Enterprise Integration. Pluralsight sells an Enterprise Integration, which includes the bundled Services of Single Sign-On (SSO) (including Auto SSO), Data Export, Usage API, and User Management API, which will be offered a price set forth on the applicable Sales Order. The terms and conditions of Single Sign-On (SSO), Auto SSO, Data Export, Usage API, and Usage API, and User Management API shall apply to you in the event you purchase or use the Enterprise Integration.
  • Service Offerings.
    • Learning Matrix. By purchasing the Learning Matrix, Pluralsight’s Key Personnel will provide you with a Services deliverable (usually in the form of a single Microsoft Excel file) that includes recommendations of Pluralsight features, paths, courses, and/or assessments aligned to a core topic area of your choosing (e.g., Angular, Agile, Python). The Learning Matrix includes one round of requirements gathering, and one round of revision post-delivery.
    • Technology Strategy Plan. The Technology Strategy Plan provides an expert resource for Pluralsight’s content and the delivery of an alignment strategy plan. Pluralsight’s Key Personnel will conduct phone call sessions with the Customer’s Representative or other designee(s) to provide you clarity on Pluralsight’s content and expertise and best practices and recommendations on better ways to consume the Pluralsight’s Site. Unless otherwise set forth on a Sales Order, the Technology Strategy Plan includes a bundle of 10 hours of consultation that may be used for 5-10 hours of discovery/validation calls with subject matter experts, the creation of a custom technology strategy plan, and any on-site workshop (by request only; and subject to your payment for Pluralsight’s travel and expenses to visit you on-site). In the event you, Customer’s Representative, or any authorized designee request additional hours of Technology Strategy Plan consultation beyond the included 10 hours as set forth above, Pluralsight will bill such services on a cost reimbursable (time and materials) basis, at a rate estimated to be $250.00/additional hour.

(b)    The Scope and Services outlined above may be modified at any time; however, as applied you, such modifications shall not take effect during your applicable Term absent your acceptance to such modification (said acceptance may occur pursuant to Section 3(a)). Notwithstanding the foregoing, Pluralsight reserves the right at any time to modify the Services at the applicable renewal of your Pluralsight Business Plan (each such occurrence, the “Renewal Term”) and your continued use of the modified Services shall constitute your acceptance to such modification(s). In the event you wish to make changes to the Services, the scope and cost of such modifications shall be mutually agreed upon in writing based on market rates for comparable work or, failing such agreement, shall be determined on a cost reimbursable (time and materials) basis determined in Pluralsight’s sole and absolute discretion.

8. CONFIDENTIALITY.

(a)     Non-Disclosure. Each party undertakes that it shall not at any time during Term, and for a period of three (3) years thereafter, disclose to any person any Confidential Information (as defined below) concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by this Section

(b)     Permitted Disclosure. Each party may disclose the other party’s Confidential Information:

(i) to its employees, officers, representatives, or advisers who need to know that information for the purposes of carrying out the party’s obligations under these Professional Services Terms on a need to know basis. Each party shall ensure that each of its employees, officers, representatives or advisers to whom it discloses the other party’s Confidential Information complies with this clause; and

(ii) as may be required by law, a court of competent jurisdiction, any governmental or regulatory authority or stock exchange provided that the disclosing party notifies the other party in advance of the disclosure if permitted.

(c)     Use of Confidential Information. Each party agrees to use the other party’s Confidential Information only for purpose of performing its obligations under the Agreement and the Contract Documents.

(d)     Definitions. “Confidential Information” means all information which is disclosed to or obtained by one party (whether directly or indirectly) from the other (whether before or after the Effective Date), including all information relating to that other’s business, operations, systems, processes, products, trade secrets, know-how, contracts, finances, plans, strategies or current, former or prospective clients, customers, partners or suppliers (together with copies made of any of the above) whether or not such information is marked as being confidential, but excluding information which: (i) is available to the public other than because of any breach of the Contract Documents; (ii) is, when it is supplied, already known to whoever it is disclosed to in circumstances in which they are not prevented from disclosing it to others; (iii) is independently obtained by whoever it is disclosed to in circumstances in which they are not prevented from disclosing it to others; or (iv) is developed independently of and without reference to any Confidential Information provided.

9. LIMITATIONS ON LIABILITY AND REMEDIES

Notwithstanding anything to the contrary in these Professional Services Terms, the Agreement, the Contract Documents, or elsewhere, the following terms and conditions apply:

(a)     NO IMPLIED WARRANTIES. EXCEPT AS OTHERWISE INDICATED, THE SERVICES ARE PROVIDED “AS IS” WITHOUT ANY GUARANTEE OR WARRANTY OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

(b)     No Consequential or Indirect damages. In no event will either party be liable for any indirect, special, incidental, punitive, or consequential damages, arising out of or related to this Agreement, even if a party has been advised of the possibility of such damages.

(c)     Limitation of Liability. Except for instances arising from (i) a party’s confidentiality (Section 8) obligations under these Professional Services Terms, or (ii) a party’s gross negligence or willful misconduct, in no event will the aggregate liability of either party arising out of or relating to this Agreement exceed the amount of the applicable Services fees paid or payable for the twelve (12) month period preceding the first incident out of which the liability arose.

10. GENERAL

(a)     Contract Documents. Unless expressly agreed to the contrary by the parties hereto, these Professional Services Terms shall govern all Services. The Contract Documents constitute the entire agreement and understanding between the parties hereto with respect to the Services performed pursuant to a particular Sales Order and supersede and/or merge all prior agreements, understandings, representations, or conditions between you and Pluralsight regarding the subject matter hereof, whether written, oral, or implied; provided, however, that the Contract Documents shall not supersede any existing contracts entered into prior to the date of the applicable Sales Order between you and Pluralsight relating to specific projects. Except for the Contract Documents, Pluralsight objects to and rejects all additions, exceptions, or changes to these Professional Services Terms, whether contained in any purchase order, RFP, RFQ, or other form received from you or elsewhere. The inclusion of a purchase order, RFP, RFQ, or other Customer number on a Sales Order or a Pluralsight invoice is for reference purposes only and is not an acceptance by Pluralsight of any terms or conditions contained therein or elsewhere. As used herein, the term “Contract Documents” shall collectively mean (i) the Agreement, together with any of its applicable amendments, exhibits, addenda, attachments, or ancillary terms and conditions expressly incorporated by reference, (ii) these Professional Services Terms, and (iii) any Sales Orders issued pursuant hereto. The Contract Documents shall be interpreted together and in harmony with one another. In the event of any inconsistency or conflict between the Contract Documents, such conflict or inconsistency shall be resolved by reference to the Contract Documents in the following order of priority: first, the terms set forth in a Sales Order; second, the terms of the Agreement; and third, the other exhibits to the Agreement.

(b)     Cooperation. Each party agrees to provide such information, execute and deliver any instruments and documents and to take such other actions as may be necessary and reasonably requested by the other party that are not inconsistent with the provisions of the Contract Documents and that do not involve the assumptions of obligations other than those provided for in Contract Documents, in order to give full effect to the Contract Documents and to carry out the intent of the Contract Documents.

(c)     No Agency; Independent Contractor. The parties agree that Pluralsight is an independent contractor in the performance of any Services under the Contract Documents and that neither it nor any of its employees shall be considered your employees. You are not responsible for the direct payment of any withholding taxes, social security payments, payments under workmen’s compensation or other insurance premiums, or other charges of any kind, except as specifically stated herein. Pluralsight hereby warrants that it will deduct and pay over to the proper governmental authority any withholding taxes or similar assessment which an employer is required to deduct and pay over and Pluralsight accepts exclusive liability for any payroll taxes or contributions imposed by any federal, state or other governmental authority, covering its agents or employees. Nothing in these Professional Services Terms will be construed as making either party the partner, joint venture, agent, legal representative, employer, contractor, or employee of the other. Neither Pluralsight nor any other party to this Agreement has, or may hold itself out to any third party as having, any authority to make any statements, representations or commitments of any kind, or to take any action that is binding on the other, except as provided for in this Agreement or authorized in writing by the party to be bound.

(d)     Miscellaneous. These Professional Services Terms are governed by the Governing Law, Jurisdiction set forth in the Agreement. Other clauses regarding notice, assignment, waiver, amendment/modification, severability, survival, counterparts, and the like are set forth in the Agreement. In the absence of such provisions, Section 15 (General) of the Terms of Use are hereby incorporated by reference and used herein to govern these Professional Services Terms.

[END OF PROFESSIONAL SERVICES TERMS]