Intelitek End User License Agreement
Intelitek, Inc. and its associated companies which include its parent company and companies ultimately owned or controlled by the parent company (ÒIntelitekÓ) provides an online ¨ learning software platform (the ÒPlatformÓ), which makes available certain proprietary academic materials (the ÒContentÓ), together with applicable documentation (ÒDocumentationÓ). This End-User License Agreement (the ÒAgreementÓ) sets forth the terms and conditions pursuant to which you may use the Platform, Content and Documentation.
THE TERMS BELOW ARE A BINDING AGREEMENT. BY CLICKING ÒI ACCEPTÓ OR OTHERWISE MAKING ANY USE OF THE PLATFORM, CONTENT OR DOCUMENTATION YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, PROMPTLY EXIT THIS PAGE WITHOUT USING THE PLATFORM, CONTENT OR THE DOCUMENTATION.
1. Use of Platform and Content. Subject to the terms and conditions hereof, Intelitek grants you limited non-exclusive rights to use the Platform, Content and Documentation and any upgrades, modified versions or updates of the foregoing which may be provided to you by Intelitek. You may use the foregoing only in connection with your learning and educational as an enrolled student at the educational institution from which you received access to this Software (the ÒInstitutionÓ). IntelitekÕs agreement with the Institution may restrict your use of the Platform and Content in certain ways, such as with regard to the locations where you may access the Platform and Content or with regard to the number of authorized users that may use your account. You shall abide by all such restrictions. The Platform is made available to you as a service through the Internet, and you have no right to obtain any executable version or source code of the software used to provide the Platform.
2. Ownership. You have no ownership rights in the Platform, Content or the Documentation. Rather, you may use the Platform, Content and the Documentation solely pursuant to the terms of this Agreement. In particular, Intelitek own the design and layout of its Internet sites. If you provide Intelitek with any feedback in respect of the Platform, Content or Documentation, you also provide Intelitek with a perpetual, non-exclusive, sublicensable, fully paid-up and royalty free license to copy, distribute, modify, publish, display, perform and exploit in any manner and through any media such feedback for any purpose.
3. Restrictions. You may copy or download the Content or elements of the Platform except as may be permitted by the functionality of the Platform itself. You agree that you shall not reproduce, distribute, upload to the internet, post online, sublicense or transfer any part of the Platform, Content or Documentation, except as permitted in this Agreement. You shall not (i) decompile, reverse engineer, disassemble, modify, otherwise attempt to derive the source code of the Platform or prepare any derivative works of the Platform; (ii) modify, create derivative works of, or adapt the Platform, Content or the Documentation; (iii) sell, lease, assign, transfer, pledge, or share the rights under this Agreement with/to any third party; (iv) represent that you possesses any proprietary interest in the Platform, Content or Documentation; (v) directly or indirectly, take any action to contest IntelitekÕs intellectual property rights in the Platform, Content or Documentation; or (vi) circumvent any security or access protection mechanisms of the Platform or Content. You may not remove any proprietary or copyright notice from any copy of the Platform, Content or Documentation or any copy thereof.
4. Open Source. Part of the Platform may contain open source software licensed under certain open sources licenses as set forth in http://www.intelitek.com/about-us/support/license-agreement/learnmate-eula-addition. If any such open source licenses by their provisions require license terms that are different than those set forth herein, then the terms of such open source licenses shall govern solely in respect of the software or materials to which they apply. The Platform is based upon the Moodle open source learning platform, which is made available under the General Public License version 3 ("GPLv3"). A copy of the GPLv3 license is available at http://www.gnu.org/copyleft/gpl.html. If Intelitek distributes the Platform to you (such as allowing the Platform to be installed locally on your device or server), then Intelitek may be obligated to provide you with certain rights and software source code under the GPLv3. To the extent the GPLv3 grants you rights or disclaims any warranties or liability as a result of Intellitek's distribution of the Platform to you, then the GPLv3 license shall control over this Agreement with respect to the specific parts of the Platform distributed to you. Moodle is written in the PHP programming language, and you agree that the receipt of such PHP code constitutes provision to you of the "Corresponding Source" as defined in the GPLv3 license.
5. Data. Intelitek may collect certain information concerning your use of the Platform and Content, including certain technical information concerning your computer, other device or operating system. Intelitek will also collect registration information that you provide (all of the foregoing, ÒDataÓ). Intelitek may provide Data to the Institution and its staff (including teachers and administration) but, except as provided hereunder, will not provide Data to any other third party. Intelitek may use Data for internal research and development purposes, such as improving the Platform, Content and Documentation. In addition, Intelitek may aggregate such data across a number of users and /or platforms and may provide such aggregate data or usage statistics to its commercial partners on terms determined by Intelitek or use such aggregate data to create marketing and promotional materials for provision to third parties, so long as such aggregate data does not in and of itself identify any individual end user. Intelitek may provide Data to its subcontractors (including subcontractors located in other countries), provided such subcontractors process such data on behalf of Intelitek and are otherwise subject to standard confidentiality arrangements. Intelitek may disclose Data as required by law or pursuant to a bona fide law enforcement investigation. Intelitek may transfer all Data to any entity that purchase all or substantially all of IntelitekÕs assets or share capital, or merges with Intelitek, or otherwise succeeds to IntelitekÕs business. Institution may have its own privacy policies concerning the collection, use and processing of data, and Intelitek does not have any liability for how Institution collects, uses or processes data. Please be in touch directly with the Institution to understand its own privacy policies.
6. User Content. The Platform may allow users to post or upload content, including through posts, responses or in online forums. You are solely responsible for Submissions you post or transmit through the Platform. ÒSubmissionsÓ is defined as any material that a user uploads, transfers, posts or makes available through the Platform, including any textual, graphic, visual or audio content. You shall remain at all times solely responsible for your Submissions. You represent and warrant that no Submission infringes the intellectual property rights or moral rights or any third party or violates any applicable law. Intelitek reserves the right, at its sole discretion, to remove (or caused to be removed) any Submissions that violate this Agreement or terminate any account that repeatedly posts content in violation of this Agreement, without prior notice. Intelitek does not claim ownership of your Submissions. However, by sending any Submissions you automatically grant Intelitek a worldwide, non-exclusive, royalty-free, sublicensable and transferable perpetual license of all worldwide rights to use, edit, modify, include, incorporate, adapt, record, perform, display and reproduce Submissions including, without limitation, all trademarks associated therewith, in any manner whatsoever, in or out of context, in all languages, in all media now known or hereafter created, including without limitation, for the purpose of improving and/or commercially promoting Intelitek and/or the Platform. Without limiting the foregoing, you agree that you will not post or make available any Submission that: (a) Posts, stores, transmits, offers, or solicits anything that contains the following, or that you know contains links to the following or to locations that in turn contain links to the following: (i) offensive material (including material promoting or glorifying hate, violence, bigotry, or links to any entity principally dedicated to such causes or items associated with such an entity); (ii) material that is racially or ethnically insensitive, material that is defamatory, harassing or threatening; (iii) pornography (including any obscene material, and anything depicting children in sexually suggestive situations whether or not depicting actual children) or may be harmful to a minor; (iv) any virus, worm, trojan horse, or other harmful or disruptive component; (v) Anything that encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or regulation or is otherwise inappropriate; (b) Obtains or solicits another personÕs password or other personal information under false pretenses; (c) Impersonates another user or otherwise misrepresents yourself in any manner, whether to another user, to us, or otherwise; (d) Violates the legal rights of others, including defaming, abuse, stalking or threatening users; (e) Infringes (or results in the infringement of) the intellectual property, moral, publicity or privacy rights of any third party; or (f) Is (or you reasonably believe to be illegal, fraudulent, or unauthorized, or in furtherance of any illegal, counterfeiting, fraudulent, pirating, unauthorized, or violent activity, or that involves (or you reasonably believe to involve) any stolen, illegal, counterfeit, fraudulent, pirated, or unauthorized material. Materials that you post or make available through the site may be publicly available, and you should have no expectation of privacy in such materials. Intelitek accepts no responsibility or liability in respect of user submission, and by using the Platform you may be exposed to user Submissions that are offensive.
7. Infringing User Content. Intelitek does not endorse any Submission or any opinion, recommendation, or advice expressed through the Platform, and Intelitek expressly disclaims any and all liability in connection with Submissions. Intelitek does not permit copyright infringement or infringement of intellectual property rights on the Platform. Intelitek or its partners may remove all Content and Submissions if properly notified that these infringe the rights of any third party, and may do so at their sole discretion, without prior notice to users at any time. Under the Digital Millennium Copyright Act of 1998 (the ÒDMCAÓ), it is our policy to respond to copyright owners who believe material made available through the Platform infringes their rights under United States copyright law. If you believe that something appearing on the Platform infringes your copyright, you may send us a notice requesting that it be removed, or access to it blocked. If you believe that such a notice has been wrongly filed against you, the DMCA lets you send us a counter-notice. Notices and counter-notices must meet the DMCAÕs requirements. We suggest that you consult your legal advisor before filing a notice or counter-notice. Be aware that there can be substantial penalties for false claims. Send notices and counter-notices to email@example.com. It is the policy of Intelitek to terminate the accounts of users who repeatedly post infringing content.
8. No Warranty. the Platform, Content and Documentation are provided Òas-isÓ. to the maximum extent permitted by applicable law, intelitek expressly disclaims any warranties (including with regard to the performance of the Platform) and without limitation, express or implied warranties of merchantability, fitness for a particular purpose or non-infringement. intelitek does not warrant that the Platform, Content or Documentation will meet your requirements, that the operation of the Platform will be continuous or error-free, that the Platform will operate as intended or at all under all conditions, that any defects in the Platform, Content or documentation will be corrected, or that the Platform, Content or documentation will not infringe a third partyÕs intellectual property rights.
9. Limitation of Liability. To the maximum extent permitted by applicable law, intelitekÕs liability arising out of the use of the Platform, Content or Documentation, whether based upon warranty, contract, tort or otherwise, shall not exceed amounts paid to intelitek by you hereunder during the year that the damage occurred. As such, if you have not made any payments to Intelitek in respect of the use of the Platform or Content, Intelitek shall have no liability to you in respect thereof. in no event shall intelitek be liable to you or any other person or entity for indirect, special, incidental or consequential damages (including, but not limited to, loss of profits, loss of data or loss of use damages), even if intelitek has been advised of the possibility of such damages or losses. because some states/countries do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you. Intelitek has no liability for any material posted or made available through the Platform by third parties.
10. Term and Termination. This Agreement will commence on the date you accept its terms and will continue in effect until terminated in accordance with this Agreement. Intelitek may terminate this Agreement without prior notice to you if Intelitek is permitted to cease provision of the Platform or Content pursuant to IntelitekÕs agreement with the Institution, or if IntelitekÕs agreement with the Institution otherwise terminates. Intelitek may terminate this Agreement without notice if you materially breach any provision hereof. You may terminate this Agreement at any time by providing written notice to Intelitek. Upon termination of this Agreement, you will cease all use of the Platform and Intelitek may cease providing you with access to any Content or User Submissions. The rights and obligations of the parties pursuant to sections 2 – 11 of this Agreement shall survive the termination of this Agreement for any reason.
11. General. This Agreement shall be construed, interpreted and governed by the laws of the State of New Hampshire without regard to conflicts of law provisions thereof. All actions in respect of this Agreement shall be brought exclusively in the competent courts of New Hampshire. This Agreement is the entire agreement between you and Intelitek. Any waiver or modification of this Agreement shall only be effective if it is in writing and signed by both parties hereto. If any part of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, such provision shall be interpreted to give maximum effect to its provisions and the remainder of this Agreement shall remain in effect. Any other agreement between the parties must be in writing and signed by an authorized Intelitek representative. You shall not assign any of your rights or obligations hereunder without the prior written consent of Intelitek. Intelitek may assign its rights or obligations hereunder to an affiliate or in the context of any merger, acquisition, or the purchase of all or substantially all of the assets or share capital of Intelitek or the applicable business of Intelitek. Intelitek may provide any notification required to be providing pursuant to this Agreement or applicable law electronically to any contact information you have provided to Intelitek upon registration.