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StudyPlace

Terms of Use
Effective as of March 15, 2013

Welcome to StudyPlace®, provided by GatherWorks, Inc. ("GatherWorks" or "us"). By using the enrollment and information management system built by GatherWorks called "StudyPlace" ("StudyPlace"), you agree to be bound by these Terms of Use. As used in these Terms of Use, "you" refers to you as a user of StudyPlace, which includes:
  
  • (i) the individual or entity paying for access and use of StudyPlace ("Customer");
  • (ii) a teacher, administrator or donor to the Customer accessing or using StudyPlace at Customer's request or through Customer ("Customer Agent"); or
  • (iii) a student or family member thereof to whom the Customer makes available access to and use of StudyPlace ("Cusotmer Member").


1. Definitions

Each capitalized term used and not otherwise defined in these Terms of Use has the meaning set forth below:
  • "Affiliated Entities" means GatherWorks, and any licensors and suppliers providing any part of the Software Service, and all subsidiaries, affiliates, officers, employees, consultants, and agents of any of the foregoing.
  • "Content" means all data, course content, text, images, software, sounds, photographs, graphics, video messages, computer programs, articles, trademarks, logos, reports, schedules, agreements, calendars, documents and any other information, including without limitation everything that is uploaded by or for you in connection with your use of the Software Service.
  • "Software Service" means StudyPlace and all associated documentation and other materials provided to you by GatherWorks to access and use StudyPlace.
  • "Site" means www.StudyPlace.us/ or any successor website.
  • "Term" means the period duringwhich you are authorized to access or use the Software Service commencing with the earliest of: (i) your first access to or use of the Software Service, (ii) the date that GatherWorks accepts your order for the Software Service, or (iii) the date that you add a link form your website to StudyPlace.
  • "User" means, as the case may be, the Customer Agent or Customer Member using the Software Service.

2. Ownership of Software, Services, and Marks

The Software Service is licensed, not sold, solely for use in accordance with these Terms of Use. Except as specificually set forth herein, GatherWorks and the other Affiliated Entities retain all right, title, and interest in and to the Software Service (including without limitation all software and documentation relating to the Software Service), and all intellectual property rights in the foregoing. All graphics, logos, service marks, and trade names (including StudyPlace®), third-party names, product names, and brand names, (collectively, the "Marks") relating to the Software Service are the trademarks of GatherWorks or the other Affiliated Entitites. You are prohibited from using any Marks without the prior written permission of GatherWorks or the applicable Affiliated Entity. GatherWorks reserves all rights in and to the Software Service which are not expressly granted in these Terms of Use.

3. Use and Delivery of the Software Service

3.1 User Accounts. Any account credted by a User must be created by an individual of at least 18 years of age, including any such account created by a User which is accessible by a student under 18 years of age. You shall maintain the confidentiality of the password(s) and account information for any account(s) that you create or to which you otherwise have access.

3.2 Customer Responsibility for User Information. Customer also has access to User information (including but not limited to personal information, account information and passwords). Customer is obligated to keep such User information strictly confidential, and is prohibited from using such User information, except with the express, written consent of such User. If Customer becomes aware of any disclosure of User information in violation of this Section or any unauthorized access to the Software Service, then Customer is obligated to notify GatherWorks immediately and cooperate with GatherWorks to mitigate the effects of such disclosure and prevent subsequent disclosures, and to terminate or otherwise resolve such unauthorized access.

3.3 Permitted Users of the Software Service. Theright to use the Software Service is limited to Customers and Users only.

3.4 Email. Sending unsolicited email messages, including, without limitation, commercial advertising and informational announcements, is explicitly prohibited.

3.5 Network Security. Breaching, circumventing, deactivating, or otherwise adversely affecting the system or network security of the Software Service ("Security Breaches") is strictly prohibited, and may result in criminal and civil liability. GatherWorks will investigate incidents involving such Security Breaches and take such steps as GatherWorks deems necessary or which GatherWorks determines are legally required arising from any such Security Breach. Examples of such Security Breaches include, but are not limited to, the following:
  • Access to or use of data, systems or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without express authorization of GatherWorks;
  • Monitoring of data or traffic on any network or system without express authorization of GatherWorks;
  • Interference with any User's use of the Software Service or network including, without limitation, mail bombing, flooding, deliberate attempts to overload a system and broadcast attacks; or
  • Forging of any TCP-IP packet header or any part of the header information in an email or a newsgroup posting.

3.6 Improper Use. The Software Service may be used only for lawful purposes. Transmission, distribution or storage of any material in violation of any applicable law or regulation is prohibited, including without limitation, transmission, distribution or storage of material protected by copyright, trademark, trade secret or other intellectual property right used without proper authorization, and material that is obscene, defamatory, constitutes an illegal threat, or violates export control laws.

3.7 Data Protection. To the extent GatherWorks receives any personal information from Customer, Customer grants GatherWorks permission, and will ensure that it has received the permission of each User, to transfer, process or store such personal information in the Software System.

3.8 Family Directories Any information accessed by a User in a family directory provided as part of the Software Service will be used only for proper purposes related to the Software Service and not for any other purpose.

3.9 Customer Member Account Deletion. Customer Members wishing to delete an account registered to such Customer Member shall notify the Customer affiliated with such Customer Member and such Customer shall take any necessary steps to complete such deletion.

4. Software License

Subject to your compliance with the terms and conditions of these Terms of Use, GatherWorks hereby grants you a non-exclusive license during the Term to access and use the Software Service, in accordance with these Terms of Use.

5. Support

Support services will be provided to specified administrative personnel of the Customer only during the Term, Monday through Friday from 8:00 a.m. to 5:00 p.m. (Eastern Standard Time) by email, telephone, or the web, exclusive of holidays observed by GatherWorks. Users experiencing issues with the Software Service should bring such issues to the attention of the Customer affiliated with such User.

6. Indemnity

You agree to defend, indemnify, and hold harmless each of the Affiliated Entities from and against any and all claims, liabilities, damages, and/or costs (including, but not limited to, fees, costs and other expenses of attorneys and expert witnesses) arising out of or related to misuse of the Software Service by you or any person accessing the Software Service using your password or access key), any actual or alleged violation of these Terms of Use or applicable law, or any actual or alleged infringement or violation by you or any person accessing the Software Service using your password or access key of any intellectual property privacy or other right of any person or entity. 

7. Limitation of Liability

7.1 LIMITATION ON LIABILITY. NEITHER GATHERWORKS NOR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES OR OTHER REPRESENTATIVES WILL BE LIABLE FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE OR ANY INFORMATION, PRODUCTS OR SERVICES CONTAINED HEREIN OR ACCESSIBLE HEREBY, WHICH INCLUDES, WITHOUT LIMITATION, THE SOFTWARE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY THEREOF. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY, AND INCLUDES WITHOUT LIMITATION, DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, AND PUNITIVE DAMAGES, LOSS OF DATA, INCOME, PROFIT OR GOODWILL, LOSS OF OR DAMAGE AND CLAIMS OF THIRD PARTIES. YOU HAVE SOLE RESPONSIBILITY FOR ADEQUATE PROTECTION AND BACKUP OF DATA AND/OR EQUIPMENT USED IN CONNECTION WITH THE SITE AND WILL NOT MAKE ANY CLAIM AGAINST GATHERWORKS FOR LOST DATA, RE-RUN TIME, INACCURATE OUTPUT, WORK DELAYS OR LOST PROFITS RESULTING FROM THE USE OF THE SOFTWARE SERVICE.

7.2 NO LIMITATION AS TO DAMAGES FOR PERSONAL INJURY IS HEREBY INTENDED. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES AND THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU TO THE EXTENT NOT PERMITTED PURSUANT TO APPLICABLE LAW.

7.3 DISCLAIMER OF WARRANTIES. THE CONTENTS OF THIS SITE, INCLUDING, WITHOUT LIMITATION, THE SOFTWARE SERVICE, ARE PROVIDED "AS IS," AND GATHERWORKS MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT TO THIS SITE OR ITS CONTENTS. GATHERWORKS DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRIGEMENT.

7.4 DISCLAIMER OF ACCURACY. GATHERWORKS DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ACCESSIBLE VIA THIS SITE IS ACCURATE, COMPLETE OR CURRENT. THIS SITE COULD CONTAIN TYPOGRAPHICAL ERRORS OR TECHNICAL INACCURACIES. STUDYPLACE RESERVES THE RIGHT TO ADD TO, CHANGE OR DELETE ITS CONTENT OR ANY PART THEREOF WITHOUT NOTICE. ANY PRICE OR AVAILABILITY INFORMATION IS SUBJECT TO CHANGE WITHOUT NOTICE. ADDITIONALLY, THIS SITE MAY CONTAIN INFORMATION PROVIDED BY THIRD PARTIES, WHICH INCLUDES, WITHOUT LIMITATION, THE DOCUMENTS AND SOFTWARE. GATHERWORKS MAKE NO REPRESENTATION OR WARRANTY REGARDING THE ACCURACY, TRUTH, QUALITY, SUITABILITY OR RELIABILITY OF SUCH INFORMATION. GATHERWORKS IS NOT RESPONSIBLE FOR ANY ERRORS, OMISSIONS, OR INACCURACIES CONTAINED IN ANY INFORMATION PROVIDE BY SUCH THIRD PARTIES.

8. Force Majeure

GatherWorks shall not be held responsible for any delay or failure in performance of any part of these Terms of Use to the extent such delay or failure is caused by fire, flood, explosion, earthquake, war, strike, embargo, government requirement, civil or military authority, act of God, internet traffic congestion, or any other causes beyond its reasonable control.

9. Scheduled Downtime

The regularly scheduled maintenance for he Site is every Saturday and/or Sunday from 1:00 a.m. to 6:00 a.m. (Eastern Time). During that time the Software Service may not be available for use.

10. Updates; Applicable Terms and Authorization for Auto Updates

GatherWorks may, in its sole discretion, provide, and these Terms of Use apply to, all updates, supplements, add-on components, features, or other functionality or messages related thereto, including without limitation alterations of functionality, features, storage, security, availability, content, and other information relating to the Software Service (collectively, "Updates") that GatherWorks may provide or make available generally to its Customers after the date that the Software Service commences, subject to any additional terms and conditions provided by GatherWorks applicable to such Updates. You hereby authorize GatherWorks to, and agree that GatherWorks may, in accordance with GatherWorks' standard operating procedures, automatically transmit, access, install, and otherwise provide Updates to the Software Service upon your access to the Software Service without further notice or need for consent. GatherWorks has no obligation to, and nothing in these Terms of Use may be construed to require GatherWorks to, create, provide, or install Updates. 

11. Privacy Policy

You acknowledge that by using StudyPlace, any User information or other information you provide to GatherWorks in or through the Software Servce shall be subject to the GatherWorks Privacy Policy, as updated from time to time (the "Privacy Policy"), which you should read carefully before using the Software Services. The Privacy Policy may be found on the Site at: www.StudyPlace.us/privacy . Customer's use of any such User information may also be subject to Customer's own privacy policy, separate and apart from the GatherWorks Privacy Policy, and you should consult such Customer for information regarding the Customer's privacy policy.

12. Representations and Warranties about Content

You represent and warrant that you: (i) are the owner or authorized licensee of any and all Content that you upload to the StudyPlace database; (ii) that it is your responsibility to ensure that such information is free from copyright and privacy violations; and (iii) that you will not publish, post, upload, record, or otherwise distribute or transmit Content that: (a) infringes or would infringe any copyright, patent, trademark, trade secret, or other proprietary right of any party, or any rights of publicity or privacy of any party; (b) violates any law, statute, ordinance, or regulation (including without limitation the laws and regulations governing export control, unfair competition, anti-discrimination, or false advertising); (c) is inappropriate, profane, defamatory, libelous, obscene, indecent, threatening, harassing, or otherwise unlawful; (d) is harmful to minors or otherwise pornographic; (e) contains any viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software, data, or programs that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, personal information, or property of another; or (f) is materially false, misleading, or inaccurate.

13. Use Restrictions

In addition to the other restrictions set forth in these Terms of Use, you agree that you shall not, except as expressly set forth herein:

  • use, copy modify, create derivative works of, distribute, sell, assign, pledge, sublicense, lease, loan, rent, timeshare, deliver, or otherwise transfer, directly or indirectly, the Software (in whole or in part) or any rights in the Software Service;

  • remove from the Software Service, or alter or add, any Marks or copyright notices or other proprietary rights markings;

  • use the Software Service in connection with chain letters, junk mail, surveys, contests, pyramid schemes, spamming or any duplicative or unsolicited messages, or any use of distribution lists to any person who has not given specific permission to be included in such a process (commercial or otherwise);

  • use the icons and/or graphic buttons provided by GatherWorks for purposes other than connecting to the collaboration service provided by GatherWorks;

  • harvest or otherwise collect information about others, including email addresses, without their express written consent;

  • use, download, or otherwise copy, or provide (whether or not for a fee) to a person or entity any directory of GatherWorks' Users or other User or usage information or any portion thereof other than in the context of use of the Software Service as permitted under these Terms of Use;

  • interfere with any other party's use and enjoyment of the Software Service or otherwise use the Software Service in any manner that could damage, disable, overburden, impair, or otherwise interfere with or disrupt the Site or Software Service or any networks connected to the Software Service;

  • attempt to gain unauthorized access to the Software Service, other accounts, computer systems, or networks connected to the Software Service, through password mining or any other means;

  • rent, lease, grant a security interest in, or otherwise transfer any rights to use the Software Service under these Terms of Use;

  • reverse-engineer, modify, decompile, disassemble, translate, or otherwise attempt to derive or view source code from any part of the Software Service;

  • defraud, defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others; or

  • falsify or delete any copyright management information, such as author attributions, legal or other proper notices or proprietary designations, or labels of the origin or source of software or other material contained in a file that is uploaded.

14. Export Restrictions

You acknowledge and agree that the Software Service is subject to the U.S. Export Administration Laws and Regulations. Diversion of the Software Service contrary to the U.S. law is prohibited. You agree that none of the Software Service, nor any direct product therefrom, is being or will be acquired for, shipped, transferred, or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals, unless authorized by the U.S. Government. Proscribed countries are set forth in the U.S. Export Administration Regulations. You agree to comply strictly with all U.S. export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.

15. Links to Third Party Sites

Any other websites that are accessible via any link on this Site are not under the control of GatherWorks. GatherWorks is not responsible for the contents of any linked site or any link contained in a linked site, or any changes or updates to the information contained in such sites. GatherWorks provides the linked sites to your only as a convenience and the inclusions of any such link on the Site does not imply GatherWorks' endorsement of the site, the organization operating such site, nor any products or services of that organization. Your linking to any off-site pages or other sites is entirely at your own risk.

16. Customer Website Integration with StudyPlace Service

Customers may choose to integrate their website with the Software Service but in doing so accept these Terms of Use and the Privacy Policy.

17. Digital Millennium Copyright Act (DMCA) Notices; Copyright Agent

GatherWorks respects the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our copyright agent the following information:

  • an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

  • a description of the copyrighted work or other intellectual property that you claim has been infringed;

  • a description of where the material that you claim is infringing is located on the site;

  • your address, telephone number, and email address;

  • a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

  • a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

Our agent for notice of claims of copyright or other intellectual property infringement can be reached as follows:
By mail:
Cindy Boynton
GatherWorks, Inc.
3 Overlook Dr.
Amherst, NH 03031
Phone: 603-244-3361
Fax: 603-546-7828
Email: Copyright@gatherworks.com

GatherWorks may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of Users who may be repeat infringers.

18. GatherPlace®

GatherWorks may make available to certain Customers and/or Users the web conferencing, recording and playback, and/or advanced teleconferencing services built by GatherWorks called "GatherPlace" ("GatherPlace"). Any use of GatherPlace by you shall be subject to the terms of service/use and privacy policy applicable to GatherPlace, available at www.gatherplace.com/, as the same may be amended by GatherWorks from time to time.

19. General

  • You agree that your User account is non-transferable, in whole or in part without the prior written consent of GatherWorks.

  • Either party's failure to enforce any provision of these Terms of Use will not be deemed a waiver of that provision or of the right to enforce such provision in the future.

  • These Terms of Use will be governed by the laws of the State of New Hampshire (exclusive of its conflict of laws provisions).

  • You and GatherWorks each agree that any and all claims, causes of action or disputes (regardless of theory) arising out of or relating to the Terms of Use or the Software System, or the relationship between you and GatherWorks, shall be brought exclusively in the courts located in the county of Hillsborough, New Hampshire or the U.S. District Court for the District of New Hampshire. You and GatherWorks agree to submit to the personal jurisdiction of the courts located in the county of Hillsborough, New Hampshire or the U.S. District Court for the District of New Hampshire, and agree to waive any and all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts.

  • Except as set forth below with respect to Customers, the Terms of Use constitutes the entire agreement between you and GatherWorks and governs your use of the Software Service, superseding any prior version of these Terms of Use between you and GatherWorks with respect to the Software Services. With respect to any Customer, the entire agreement between such Customer and GatherWorks regarding access to and use of the Software Service is set forth the Subscription Agreement for StudyPlace by and between such Customer and GatherWorks and to the extent there is any conflict or inconsistency between the terms of such Customer's Subscription Agreement for StudyPlace and these Terms of Use, the terms of the Subscription Agreement for StudyPlace shall control and prevail to the extent of such conflict or inconsistency.

  • If any provision of these Terms of Use is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.

20. Amendments

GatherWorks may, at any time, amend the provisions of these Terms of Use and/or the Privacy Policy. Any modifications, additions or deletions to these Terms of Use or the Privacy Policy shall be effective immediately upon posting. Your continued use of the Software Service following the posting of updated Terms of Use or an updated Privacy Policy will mean that you agree to those changes. Therefore, you agree to periodically visit the Site to examine the then-current Terms of Use and Privacy Policy. 

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