Effective as of March 15, 2013
- (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").
2. Ownership of Software, Services, and Marks
- "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.
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.
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
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
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
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
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
14. Export Restrictions
- 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;
- 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;
- 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.
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
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:
3 Overlook Dr.
Amherst, NH 03031
GatherWorks may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of Users who may be repeat infringers.18. GatherPlace®
- You agree that your User account is non-transferable, in whole or in part without the prior written consent of GatherWorks.