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By using the Service, or downloading, installing, allowing, activating, or using any materials or data available or accessible through the website, you are agreeing that you have read, and agree to comply with and be bound by, the terms of this Agreement in their entirety without limitation or qualification and all applicable laws and regulations. If you do not agree to be bound by the terms and conditions of this Agreement and to follow all applicable laws, do not register for, access, or use the Service or the website.
Subject to the terms and conditions of this Agreement, Blackboard hereby grants you a limited, non-exclusive, non-transferable, license to access and use the Service solely on a server controlled by Blackboard and solely for your own purposes.
Restrictions on License Grant
You acknowledge that the Service constitutes valuable trade secrets and/or the confidential information of Blackboard or its licensors. You acknowledge and agree that except as otherwise authorized under this Agreement or otherwise specified in writing between the parties:
You shall not license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, or otherwise transfer any rights to, or commercially exploit, the Service or any information, documents, software, products and services contained or made available to you in the course of using the Service (the "Content") or use the Service to run as part of a service bureau, outsourced, or managed services arrangement;
You shall not copy, reproduce, republish, upload, post, transmit or distribute the Service or the Content in any way;
You shall not modify, translate, alter, adapt, decompile, disassemble (except to the extent applicable laws specifically prohibit such restriction), reproduce, distribute or display, or create derivative works, compilations or collective works based on the Service or the Content;
You shall not knowingly or negligently permit other individuals or entities to use or copy the Service, or create Internet "links" to the Service or "frame" or "mirror" the Service on any other server or wireless or Internet-based device;
You shall not access the Service to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions, or graphics of the Service, (c) copy any ideas, features, functions, or graphics of the Service, (d) monitor its availability, performance, or functionality, or (e) benchmark or attempt to conduct benchmarking for competitive purposes;
You shall not access the Service if you sell or provide any service, software, or product that may compete with Blackboard's Service, software, or products (a "Competitor");
You shall not attempt to use or gain unauthorized access to data, accounts, hosts, systems or networks of Blackboard or any of its customers or suppliers, or those of any other party; breach the security of another user or system, or attempt to circumvent the user authentication or security of any host, network, or account, including, without limitation, accessing data not intended for you or logging into or making use of a server or account you are not expressly authorized to access;
You shall not attempt to probe, scan, or test the vulnerability of a system, account, or network of Blackboard or any of its customers or suppliers, any Blackboard product or service, or those of any other party;
You shall not interfere, or attempt to interfere, with the Service or service to any user, host, or network including, without limitation, mail-bombing, flooding, and attempting to deliberately overload the system or distribute programs that "crack," or make unauthorized changes to, the software;
You shall not create or use any program, tags, markers, bots, or other similar computer routines or sub-routines to automatically access or manipulate the Service;
Because of the difficulty associated with quantifying damages, in addition to any other damages to which Blackboard may be entitled if actual damages cannot be reasonably calculated, you agree to pay Blackboard liquidated damages of $250 for each violation of the above provisions or the maximum liquidated damages permitted under law, whichever is greater; otherwise you agree to pay Blackboard's actual damages, to the extent such actual damages can be reasonably calculated.
You are responsible for all activity occurring when the Service is accessed through your password and you shall abide by all applicable treaties, regulations, local, state, national, and foreign laws in connection with your use of the Service, including those related to data privacy, information security, international communications, and the transmission of technical or personal data. You shall: (i) notify Blackboard immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Blackboard immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you; (iii) delete or suspend your account when you no longer require access to the Service; and (iv) keep your Profile Information current. You are also solely and exclusively responsible for providing and maintaining all computer hardware and other devices or equipment necessary to operate the licensed Service and the Internet service required to access the Service over the Internet. Notifications and reports as referenced in this section should be sent to privacy@Blackboard.com..
Blackboard may from time to time monitor, review, and in its discretion edit or delete, discussions, chats, recommendations, reviews, and/or other postings on our website or other platforms, however, Blackboard is under no obligation to do so and assumes no responsibility or liability arising from the content of any such transmissions or for any error, defamation, libel, slander, omission, falsehood, obscenity, pornography, profanity, hate speech, bullying, danger, illegality, or inaccuracy contained in any information transmitted to any such locations on our website. Blackboard will cooperate with law enforcement or a court order requesting or directing Blackboard to disclose the identity of anyone posting any information or material prohibited by this Agreement. Blackboard may also disclose such information if such disclosure is reasonably necessary to protect the rights, property, or personal safety of Blackboard, its users, university faculty, employees, consultants, visitors, corporate affiliates, officers, or the public.
User Comments, Feedback and Other Submissions
All comments, feedback, suggestions, ideas, and other submissions disclosed, submitted, or offered to Blackboard on or by this website or apps or products otherwise disclosed, submitted, or offered in connection with your use of this website, any apps or otherwise (collectively, "Comments") shall be and remain Blackboard's property. Such disclosure, submission, or offer of any Comments shall constitute an assignment to Blackboard of all worldwide rights, titles, and interests in all copyrights, brand, and other intellectual property in the Comments. Blackboard is and shall be under no obligation to (1) maintain any Comments in confidence; (2) pay to user any compensation for any Comments; or (3) respond to any Comments.
Intellectual Property Ownership
All right, title, and interest in the Service, products, tools, services, and the website, including technology and trade secrets embodied therein and any custom developments created or provided in connection with or related to this Agreement, including all copyrights, patents, trade secrets, brand, trade dress, and other proprietary rights, and any derivative works thereof, shall belong solely and exclusively to Blackboard or its licensors, and you shall have no rights whatsoever in any of the foregoing. All content and materials included as part of the Service, such as text, graphics, logos, button icons, images, audio clips, information, data, forms, photographs, graphs, videos, typefaces, graphics, music, sounds, and other material, and software (the "Works") are the property of Blackboard or its content suppliers and is protected by copyrights, trademarks, brand, trade secrets, or other proprietary rights and these rights are valid and protected in all forms, media, and technologies existing now or hereinafter developed. All Works are copyrighted as individual works and as a collective work under the U.S. copyright laws (17 U.S.C. Section 101, et. seq.) and international treaty provisions, and Blackboard owns a copyright in the selection, coordination, arrangement, and enhancement thereof. You may not modify, remove, delete, augment, add to, publish, transmit, adapt, translate, participate in the transfer or sale of, create derivative works from, or in any way exploit any of the Works, in whole or in part. Any use other than as contemplated herein, including the reproduction, modification, distribution, transmission, adaptation, translation, re-publication, display, or performance of the Works, except as specifically permitted herein, is strictly prohibited. You understand and acknowledge that unauthorized disclosure, use, or copying of the proprietary products and services provided pursuant to this Agreement may cause Blackboard and its licensors irreparable injury, which may not be remedied at law, and you agree that Blackboard and its licensors' remedies for breach of this Agreement may be in equity by way of injunctive or other equitable relief.
DMCA Notice and Takedown Policy. Because we respect content owner rights, it is our policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (the “DMCA”). If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Services, please notify our copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, it must contain all the elements provided in 17 USC §512(c)(3) and be submitted to the following DMCA Agent:
1111 19th Street NW, 9th Floor
Washington, D.C. 20036
In accordance with the DMCA and other Law, Blackboard has adopted a policy of terminating, in appropriate circumstances, users of the Services who are deemed to be repeat infringers. Blackboard may also at its sole discretion limit access to the Services and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
The BLACKBOARD and MyEdu name and logo and any related names, design marks, product names, feature names, and related logos are trademarks of Blackboard and may not be used, copied, or imitated, in whole or in part, without the express prior written permission of an authorized representative of Blackboard. In addition, the look and feel of the Service (including all page headers, footers, custom graphics, button icons, code, scripts, etc.) constitutes the service mark, brand, trademark and/or trade dress, of Blackboard and may not be copied, imitated, or used, in whole or in part, without the express prior written permission of an authorized representative of Blackboard.
Term; Termination; Suspension of Service
Representations & Warranties
You shall defend, indemnify, and hold Blackboard harmless from and against any and all losses, damages, liabilities, costs, judgments, charges, and expenses, including reasonable attorneys' fees, arising out of or relating to any act or omission by you with respect to your use of the Service or your breach or violation of this Agreement.
Disclaimer of Warranties
Except as otherwise expressly provided in this Agreement, (a) the Service is provided "as-is" and "with all faults," and, to the maximum extent permitted by applicable law, Blackboard, including its affiliates, subsidiaries, licensors, subcontractors, distributors, Third Party(ies), service partners, agents, marketing partners, and each of their respective employees, consultants, directors, and officers (collectively, the "Blackboard party(ies)") disclaim all representations, warranties, and conditions of any kind, express or implied, regarding the Service, or otherwise relating to this Agreement, including warranties and conditions of fitness for a particular purpose, merchantability, merchantable quality, non-infringement, and accuracy and non-interference; (b) neither Blackboard nor any Blackboard party warrants that (i) the Service is or will be secure, accurate, complete, uninterrupted, without error, without loss of data, or free of viruses, worms, or other harmful components, or other program limitations, (ii) the Service will meet your requirements, (iii) the results that may be obtained from the use of the Service will be accurate or reliable, and/ or (iv) any errors in the Service will be corrected; (c) you assume the entire cost of all necessary servicing, repair, or correction of problems caused by viruses or other harmful components, unless such errors or viruses are legally proven to be the direct result of Blackboard's gross negligence or willful misconduct; (d) Blackboard and the Blackboard parties, jointly and severally, disclaim and make no warranties or representations as to the accuracy, quality, reliability, suitability, completeness, truthfulness, usefulness, or effectiveness of the schedule planners, calculations, data, reports, results, or other information obtained, generated, or otherwise received by you from accessing and/or using the Service or otherwise relating to this Agreement, and (e) use of the Service is entirely at your own risk and neither Blackboard nor any of the Blackboard parties shall have any liability or responsibility therefor.
Interruption of Service
You agree that the operation and availability of the systems used for accessing and interacting with the Service, including public telephone, computer networks, and the Internet or to transmit information, whether or not supplied by you or Blackboard, can be unpredictable and may, from time to time, interfere with or prevent the access to and/or the use or operation of the Service. Neither Blackboard nor any of the Blackboard party(ies) shall be liable for any interference with or prevention of your access to and/or use of the Service.
Limitation of Liability
Notwithstanding anything to the contrary in this Agreement, in no event shall Blackboard be liable for any indirect, special, incidental, punitive, or consequential damages, including but not limited to loss of profits, lost time, loss of data or good will, even if Blackboard has been advised of the possibility of such damages, whether in contract, tort (including negligence), strict liability, or otherwise. Blackboard shall not be liable for any claims against you by third parties. No action, regardless of form, arising from or pertaining to the Service may be brought by you more than one (1) year after such action has occurred. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential, or certain other types of damages, so the exclusions set forth above may not apply to you.
Where use of the Service is contingent on you accessing an "account" and/or inserting an email address, "user identification" and/ or "password", you agree that you will be solely responsible for your user ID(s), email address(es), and/or password(s) to log in to the password protected Service. If non-authorized individuals have access to your systems or to your user ID and/ or password, they may be able to use the Service. You shall keep any correspondence you receive relating to or through the use of the Service (including, but not limited to, your user ID, passwords, and other registration or logon information) confidential and in a safe place and not disclose it to any third party. You will be responsible and liable for all communications and actions that take place through the use of your user ID(s), email addresses, and/or password(s), including without limitation, any actions that occur without your authorization. Accordingly, it is your responsibility to take appropriate actions immediately if any password has been stolen, leaked, compromised or otherwise used without proper consent and to notify privacy@Blackboard.com.
Local Laws and Export Control
You acknowledge that the Service, which may include technology and software, may be subject to the customs and export control laws and regulations of the United States of America and may also be subject to the customs and export laws and regulations of the country in which the Service is rendered and/or received. You agree to abide by those laws and regulations. You are solely responsible for obtaining any specific licenses relating to the export of software if a license is needed. MyEdu's agreement to provide the Service is contingent upon the issuance of any applicable export license required by the United States Government. MyEdu is not liable for delays or failure to deliver the Service or a product resulting from your failure to obtain such license or to provide such certification.
Blackboard may give notice by means of a general notice via the Service, electronic mail to your e-mail address of record, or by written communication sent by first class mail or pre-paid post to your address if on record with Blackboard. Such notice shall be deemed to have been given upon the expiration of two (2) business days after mailing or posting (if sent by first class mail or pre-paid post) or one (1) business day after sending (if sent by email). You may give notice to Blackboard (such notice shall be deemed given when received by Blackboard) at any time by: letter delivered by reputable overnight or local delivery service with a credible tracking system, or certified first class postage prepaid mail to:
1111 19th Street NW
Washington, DC 20036
Attention: General Counsel
Assignment; Change in Control
This Agreement may not be assigned by you without the prior written approval of an authorized representative of Blackboard but may be assigned without your consent by Blackboard to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger or acquisition. Any purported assignment in violation of this section shall be void.
Customer Communications; Disclosure
From time to time, Blackboard may ask whether or not you wish to receive marketing and other non-critical Service-related communications. You may elect not to receive such communications at that time or opt-out of receiving such communications at any subsequent time by changing your account settings online within MyEdu. Because the Service is a hosted, online application, Blackboard may need to notify all users of the Service (whether or not they have opted out as described above) of important announcements regarding the operation of the Service. Blackboard reserves the right to disclose that you are a user of the Service.
Export Control – as required by the laws of the United States and other countries: (a) you understand that the Services are subject to export controls under the U.S. Commerce Department's Export Administration Regulations ("EAR"); (b) you are not located in a prohibited destination country under the EAR or U.S. sanctions regulations; and (c) you will not export, re-export, or transfer the Services to any prohibited destination or persons or entities on the U.S. Bureau of Industry and Security Denied Parties List or Entity List, or the U.S. Office of Foreign Assets Control list of Specially Designated Nationals and Blocked Persons, or any similar lists maintained by other countries, without the necessary export license(s) or authorization(s).
Effective 9 Dec 2015