If you are a user who accepted these TOU by means of a “click-wrap” or similar method of expressing your agreement, then your initial acceptance of these TOU represents your agreement to be bound by all updates subsequently posted by Schoolwires and to all other terms above regarding the effectiveness of changes, and you understand and agree that you are bound by all such changes and updates without any additional “click-wrap” or other affirmative acceptance thereof.
2. Unsolicited Ideas. Schoolwires does not accept or consider unsolicited ideas, including ideas for changing the Solution or adding new products or services. Please do not submit any unsolicited original ideas, modify the Solution or create enhancements to the Solution (including, without limitation, by modifying a page layout or creating a new page layout or otherwise changing the use or appearance of any portion of the Solution) if you do not want Schoolwires to be able to use those ideas, modifications or enhancements without paying you anything. Schoolwires wants to avoid misunderstandings if its products or services might seem similar to ideas submitted to it or used in connection with the Solution. If, despite this request, you still send unsolicited ideas or modify or enhance the Solution, then regardless of what your letter or email or anything else says, by doing so you agree that: (a) your ideas, modifications or enhancements will automatically become the property of Schoolwires, without compensation to you, and (b) Schoolwires can use them for any purpose and in any way, even give or sell them to others for any purpose whatsoever.
3. Registration. You may visit certain Solutions as a guest without registering. Registration, however, if applicable to the Solution and enabled by your school, will give you access to certain features as well as the ability to personalize certain features.
3.1 Registration. Where requested, you must provide the Solution with accurate, complete and current registration information and must update this information promptly if it changes. If any information you provide is inaccurate, incomplete or not current, Schoolwires or your school may suspend or terminate your account and access to the Solution.
3.2 Account, Password and Security. By registering with the Solution, you may receive an account ID and a password. You are solely responsible for maintaining the confidentiality of your account(s) and password(s). Furthermore, you are responsible for all activities, charges and liabilities associated with your account(s). You must immediately notify Schoolwires and your school of any unauthorized use of your account(s), and you are responsible for any unauthorized charges made on or through your account(s) until Schoolwires and your school receive such notification. You may not transfer your account(s) to another person. In cases where you have authorized or registered another individual, including a minor, to use your account(s), you are fully responsible for (i) the online conduct of such user; (ii) controlling the user’s access to and use of the Solution; and (iii) the consequences of any misuse. In the event that you are a minor, Schoolwires and your school reserve the right to provide access to your account to your parents, guardian or other authorized adult.
4. User Content. All software, material, information, communications, text, graphics, links, electronic art, animations, audio, video, photos, curriculum and other data which are uploaded or otherwise made available within the Solution are referred to collectively as “Content”. Any Content that you independently develop (or otherwise own) and upload or otherwise make available in the Solution (“User Content”) is and remains your sole property or the property of your licensors. However, by uploading or otherwise making available any User Content: (i) you automatically grant, and/or warrant that the owner has granted, Schoolwires and your school, the perpetual royalty-free, non-exclusive right and license to use, reproduce, modify, publish, distribute, perform, display and transmit the User Content on the Solution; and (ii) you automatically grant any other user of the Solution the right to access, view, store and reproduce the User Content in connection with their use of the Solution. For clarity, except with respect to your User Content, any Content created or posted to the Solution by Schoolwires is owned in its entirety by Schoolwires.
5. Copyright. You acknowledge that the Solution, any underlying technology or software used in connection with the Solution, and all Content available within the Solution (with the exception of your User Content as described in Section 4 above) are provided by Schoolwires or third-party providers and Schoolwires and/or such third parties own all intellectual property rights therein. For the avoidance of doubt, as between you and Schoolwires, all intellectual property rights in and to the Content (other than your User Content) is owned by Schoolwires. Except as expressly authorized by Schoolwires or such third parties in these TOU or as may be posted on the Solution, you may not copy, reproduce, publish, distribute, modify, create derivative works of, rent, lease, sell, transfer, display, transmit, compile or collect in a database, or in any manner commercially exploit any part of the Content or the Solution (other than your User Content), in whole or in part. You may not store any significant portion of any Content or the Solution owned by, or licensed to Schoolwires in any form, whether archival files, computer-readable files, or any other medium. You also may not “mirror” any Content or the Solution on any other server.
6. Links. Some links on the Solution lead to websites or online content posted by independent website owners. Because Schoolwires has no control over these websites or third party content Solutions, Schoolwires is not responsible for such websites’ accessibility via the Internet and does not endorse products, services or information provided by such websites. As such, Schoolwires shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with, use or reliance on any Content, goods or services available on or through any other website. Further, the inclusion of these links does not imply that the other websites have given permission for inclusion of these links, or that there is any relationship between the Solution and the linked websites. Schoolwires is an independent operating company and reference to other companies does not imply any partnership, joint venture, or other legal connection where Schoolwires would be responsible for the actions of their respective owners.
7. Third Party Components. Certain technology components and services (including software programs) which are contained within, integrated with, or otherwise used with the Solution are provided by third parties. Schoolwires is not responsible or liable for any third party components or services and has no obligation to provide any troubleshooting or support in connection with any problems or issues caused by these components or services. If you have any questions, problems or issues associated with any third party component or services, you should contact the third party providing the software or services for assistance.
8. Conduct. You may only access the Solution and use the Solution for lawful purposes. You are solely responsible for the knowledge of and adherence to any and all laws, rules and regulations pertaining to your use of the Solution. You agree that you will not: (i) use the Solution to commit a criminal offense or to encourage conduct that would constitute a criminal offense or give rise to a civil liability, or otherwise violate any local, state, Federal or international law or regulation, including, but not limited to, export control laws and regulations; (ii) upload, post, email, or otherwise transmit any unlawful, threatening, libelous, harassing, defamatory, vulgar, obscene, pornographic, profane or otherwise objectionable User Content; (iii) upload, post, email or otherwise transmit any User Content that you do not have a right to transmit; (iv) upload, post, email, or otherwise transmit any User Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party; (v) alter, damage or delete any Content or other communications that are not your own or to otherwise interfere with the ability of others to access or use the Solution; (vi) claim a relationship with or to speak for any individual, business, association, institution, school or other organization for which you are not authorized to claim such a relationship; (vii) upload, post, email or otherwise transmit any unsolicited advertising, promotional materials, or other forms of solicitation to other users including, without limitation, “junk mail,” “spam,” “chain letters,” or “pyramid schemes”; (viii) interfere with or disrupt the Solution or servers or networks connected to the Solution, including through introducing viruses or malware or taking any action which may impose (in the Schoolwires sole discretion) an unreasonable or disproportionately large load on the Schoolwires infrastructure; (ix) disobey any requirements, procedures, policies or regulations of networks connected to the Solution, including by way of example, your school’s internet safety policy or other policy; (x) collect or store personal data about other users; (xi) reproduce, duplicate, copy, use, distribute, sell, resell or otherwise exploit for any commercial purposes, any portion of the Solution, use of the Solution or access to the Solution; or (xii) frame or assist third parties in framing any of the Web pages contained in the Solution.
9. Claims of Copyright Infringement.
Schoolwires has adopted and implemented a policy that provides for termination of access to the Solution, in appropriate circumstances, of users who infringe the rights of copyright holders. In addition, it is the Schoolwires policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act (“DMCA”). Accordingly, if you believe that your work has been copied in a way that constitutes copyright infringement, please provide us with the following information: (i) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) your contact information, including your address, telephone number, and an email address; (v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
Our designated copyright agent for notice of alleged copyright infringement appearing on the Products is:
Blackboard, Attn: General Counsel
1111 19th Street, N.W.
Washington, D.C. 20006
Upon receipt of a proper notification of claimed infringement under the DMCA, Schoolwires will follow the procedures outlined in the DMCA. In addition, Schoolwires accommodates and does not interfere with standard technical measures used by copyright owners to protect their materials. Your school may have adopted its own policy regarding copyright infringement. Please check with your school if you have any questions regarding their practices in this regard.
10. Disclaimer of Warranties and Limitation of Liability. SCHOOLWIRES IS NOT RESPONSIBLE FOR ANY INFORMATION OR CONTENT CONTAINED WITHIN THE SOLUTION AND MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION CONTAINED IN THE SOLUTION FOR ANY PURPOSE OR AUDIENCE OR ABOUT ITS LEGITIMACY, LEGALITY, VALIDITY, ACCURACY, CORRECTNESS, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR CURRENTNESS. ALL SUCH INFORMATION IS SOLELY PROVIDED BY OR ON BEHALF OF THIRD PARTIES OR OTHER USERS OF THE SOLUTION. YOU AGREE THAT YOUR ACCESS TO AND USE OF THE SOLUTION AND ANY RELATED SUPPORT OR SERVICES IS AT YOUR OWN RISK. NEITHER SCHOOLWIRES, YOUR SCHOOL, NOR ANY THIRD PARTY PROVIDER OF ANY COMPONENT CONTAINED WITHIN OR USED IN CONNECTION WITH THE SOLUTION, NOR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, SUCCESSORS, OR ASSIGNS WARRANT THAT THE SOLUTIONS OR ANY ASSOCIATED SUPPORT AND SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SOLUTION, OR RELATED SUPPORT AND SERVICES, OR AS TO THE ACCURACY, RELIABILITY, SUITABILITY OR CONTENT OF THE SERVICES (INCLUDING ANY ACADEMIC GRADES, TEST SCORES OR OTHER ACADEMIC INFORMATION THAT MAY, NOW OR IN THE FUTURE, BE STORED, MAINTAINED, PUBLISHED OR PROCESSED ON OR THROUGH THE SOLUTION). THE SOLUTION, AS WELL AS ALL RELATED SUPPORT AND SERVICES, IS PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR AUDIENCE AND NON-INFRINGEMENT. IN NO EVENT WILL SCHOOLWIRES, THE SCHOOL OR ANY THIRD PARTY PROVIDER OF ANY COMPONENT CONTAINED WITHIN OR USED IN CONNECTION WITH THE SOLUTION, NOR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, SUCCESSORS, OR ASSIGNS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, ACTUAL, COMPENSATORY, INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES (EVEN IF SCHOOLWIRES OR THE SCHOOL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF YOUR USE OF OR INABILITY TO ACCESS THE SOLUTION OR ARISING OUT OF ANY RELATED SERVICES AND SUPPORT, OR ANY CONTENT POSTED, UPLOADED OR OTHERWISE TRANSMITTED OR COMMUNICATED ON THE SOLUTION (THROUGH SOCIAL MEDIA AND OTHER COLLABORATION OR MESSAGING TECHNOLOGY THAT MAY BE AVAILABLE ON THE SOLUTION NOW OR IN THE FUTURE, SUCH AS BLOGS, CHAT ROOMS, AND OTHER INTERACTIVE FEATURES), INCLUDING WITHOUT LIMITATION, (i) LOSS OF REVENUE OR ANTICIPATED PROFITS, LOSS OF GOODWILL, LOST BUSINESS, LOST DATA, COMPUTER FAILURE OR MALFUNCTION, DAMAGES OR LOSSES RESULTING FROM DELAYS OR FAILURES IN THE DELIVERY OF MESSAGES OR COMMUNICATIONS, OR ANY AND ALL OTHER DAMAGES OR LOSSES THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETIONS OF FILES, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT LIMITED TO ACTS OF GOD, COMMUNICATIONS FAILURE (SUCH AS FAILURE OR DELAYS IN THE INTERNET OR TELECOMMUNICATIONS LINES), THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO THE SOLUTION’S RECORDS OR PROGRAMS, AND FURTHER INCLUDING, WITHOUT LIMITATION, (ii) ANY AND ALL DAMAGES OR LOSSES OF ANY KIND (INCLUDING EACH OF THOSE TYPES OF DAMAGES AND LOSSES DESCRIBED ABOVE) THAT RESULT FROM: (a) TRANSACTIONS PROCESSED OR COMPLETED ON THE SOLUTION (INCLUDING INACCURATE, FAULTY, IMPROPER OR ANY OTHER FINANCIAL TRANSACTIONS PROCESSED USING TECHNOLOGY MADE AVAILABLE ON OR THROUGH THE SOLUTION); (b) ANY HACKING OR SIMILAR INCIDENT INVOLVING ACCESS TO THE SOLUTION OR THE DATA RESIDING THEREIN; OR (c ) ANY WEBSITES, APPLICATIONS OR TOOLS ACCESSED OR UTILZED FROM THE SOLUTION; OR (d) ANY OTHER INFORMATION, CONTENT, PRODUCTS OR SERVICES ACCESSED ON OR BY MEANS OF THE SOLUTION; AND (iii) ANY AND ALL DAMAGES OR LOSSES OF ANY KIND ARISING FROM OR RELATED TO ANY TEXT, PICTURES, OR OTHER CONTENT WHICH IS POSTED, UPLOADED OR OTHERWISE TRANSMITTED OR COMMUNICATED ON THE SOLUTION, WHETHER THROUGH BLOGS, SOCIAL MEDIA FEATURES, COMMENTARY OR OTHERWISE; AND (iv) ANY AND ALL DAMAGES OR LOSSES OF ANY KIND ARISING FROM OR RELATED TO THE ACCURACY OF ANY INFORMATION OR DATA STORED ON, MAINTAINED OR PROCESSED THROUGH THE SOLUTION, INCLUDING THE ACCURANCY OF ANY ACADEMIC GRADES, TEST SCORES, COMMUNICATIONS, MESSAGES OR ACADEMIC INFORMATION. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES SCHOOLWIRES’ AND THE SCHOOL’S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
11. Uploader Submissions Disclaimer. The Solution may, now and/or in the future, contain features and functionality which allow users to upload, post, communicate and transmit text (including various forms of commentary and discourse), pictures and other content (“Uploader Submissions”), including through social media, e-mail, instant messaging, and other collaborative and interactive capabilities. You understand that when using the Solution, you will be exposed to Uploader Submissions or other content from a variety of sources, and that Schoolwires is not responsible for the accuracy, usefulness, or intellectual property rights of or relating to such Uploader Submissions and other content. You further understand and acknowledge that you may be exposed to Uploader Submissions and other content that is inaccurate, offensive, indecent or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Schoolwires with respect thereto. Schoolwires does not endorse any Uploader Submissions and other content or any opinion, recommendation or advice expressed therein, and Schoolwires expressly disclaims any and all liability in connection with Uploader Submissions and other content. Schoolwires does not control, and has no obligation to monitor, the Uploader Submissions. If notified by a user or a content owner of an Uploader Submission or other content that allegedly does not conform to these Terms, Schoolwires may investigate the allegation and determine in its sole discretion whether to remove the Uploader Submission or other content, which it reserves the right to do at any time and without notice.
12. Indemnification. You agree to indemnify and hold Schoolwires and the school, and its and their affiliates, officers, agents, partners, successors, assigns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of User Content you submit, post to, email or otherwise transmit through the Solution, your use of the Solution, your connection to the Solution or your breach of the TOU.
13. Trademark Notice. Schoolwires, the Schoolwires logos, and the unique trade dress of Schoolwires are the trademarks, service marks, trade dress and logos of Schoolwires, Inc. All other trademarks, service marks, trade dress and logos used in Schoolwires and the Solution are the trademarks, service marks, trade dress and logos of their respective owners. The Schoolwires trademarks include:
The Schoolwires® registered mark and the Schoolwires® logo
Schoolwires® Centricity™, Schoolwires® Centricity2™
Schoolwires® PassKey Manager™
Schoolwires® Social Media Framework™
Schoolwires® Nimbus™, Nimbus™
Schoolwires® Greenleaf International Classroom Exchange™
14. Local Laws; Export Control; International Issues. You are responsible for compliance with all applicable laws, including, but not limited to all local laws and all export and import regulations of the United States and other countries (as applicable). Except where the materials or content explicitly indicate Schoolwires’ marketing and promoting of the Solution in a particular country outside of the U.S., all marketing or promotional materials and content found on the Solution are directed to individuals, companies or other entities located in the United States. If you are using the Solution from outside the United States from a country with laws governing data collection and use that may be different from U.S. law, then by accessing and/or using the Solution (to the extent so permitted by Schoolwires), you consent to your personal information being collected, used and transferred outside of your country (including to the United States) in connection with such usage. If you do not so consent, do not access or use the Solution.
Except as described below, Schoolwires operates the Solution, and stores all associated content and data, in the United States (either itself or through a third party hosting provider). However, if you are participating in Schoolwires international exchange program which matches students in certain U.S. classes with their students in certain classes in China (also referred to at times as the “Greenleaf” program), the Solution, along with all content and data stored or presented in the Solution, is hosted in China. By using the Solution for these purposes, you consent to your personal information being collected and stored in China. If you do not so consent, do not access or use the Solution.
15. Modifications to the Service. Schoolwires reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Solution (or any part thereof) with or without notice. You agree that Schoolwires and the school will not be liable to you or to any third party for any modification, suspension or discontinuance of the Solution.
16. Termination. You may discontinue your participation in and access to the Solution at any time. The TOU will continue to apply to all past use of the Solution by you, even if you are no longer using it. You acknowledge and agree that Schoolwires and/or the Organization may terminate or block your use of all or part of the Solution, without prior notice for any reason, including, without limitation, if Schoolwires or your school believes you have engaged in conduct prohibited by these TOU (by way of example only, if your school determines that you have violated its internet safety and/or internet usage policy). You agree that upon termination or discontinuance for any reason, we may delete all information related to you on the Solution and may bar your access to the Solution and use of the Solution. NEITHER SCHOOLWIRES NOR YOUR SCHOOL SHALL HAVE ANY LIABILITY IN CONNECTION WITH ANY TERMINATION OF YOUR USE OF ALL OR PART OF THE SOLUTION.
17. General. By accessing the Solution, you agree to the above stated TOU. This Agreement is entered into in the Commonwealth of Pennsylvania and shall be construed in accordance with the laws of the Commonwealth of Pennsylvania, exclusive of its choice of law rules. Each party to these TOU submits to the exclusive jurisdiction of the state and federal courts having jurisdiction in the Commonwealth of Pennsylvania, and waives any jurisdictional, venue or inconvenient forum objections to such courts. In any action to enforce these TOU, the prevailing party will be entitled to costs and attorney fees. In the event that any provisions of these TOU are held to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that these TOU shall otherwise remain in full force and effect. These TOU and any posted guidelines or rules applicable to certain services within the Solution constitute the entire understanding between the parties pertaining to the subject matter hereof, and any prior written or oral agreements between the parties are expressly canceled. These TOU does not supersede any other agreement between Schoolwires and the school. In the event of any conflict between these TOU and any such other agreement, then as between Schoolwires and the school, the other agreement shall be controlling.
Effective: December 5, 2014