TERMS OF SERVICE AND USE
Effective as of December 15, 2015
These Terms govern your access to and use of CourseKey application and/or services (individually or collectively, the “Services”) and any information, content, text, graphics, photos or other materials uploaded, downloaded, purchased, or appearing on or through the Services (collectively referred to as “Content”). Additional terms or product requirements may apply to our individual Services and are available with the relevant Product. These Terms apply to all visitors, users, and others who access and use the Services (“Users”).
By accessing or using the Services you agree to be bound by these Terms. Notwithstanding the foregoing, nothing in these Terms supersedes or limits your rights under (1) the terms and conditions of any written agreement you have entered into with CourseKey regarding the use of Services, or (2) applicable laws or regulations to the extent these Terms are prohibited by such laws or regulations. In the event of any conflict between these Terms and the terms and conditions of an applicable written agreement you have entered into with CourseKey, the terms and conditions of the written agreement shall control.
1. Basic Terms and Accounts
You are responsible for your use of the Services. Your account with CourseKey (and use of the Services) gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of accounts for different types of Users. If you are accepting these Terms and using the Services on behalf of a company, organization, government, or other legal entity, then (a) “you” includes you and that entity, and (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to these Terms, and that you agree to these Terms on the entity’s behalf. You may use the Services only in compliance with these Terms, any agreement entered into by your institution relating to the Services, and all applicable local, state, national, and international laws, rules and regulations.
2. Content and Your Rights
You are responsible for Content that you post to the Services, and any consequences thereof. The Content you submit, post, or display may be viewed by other users of the Services. You may be able to control the Content that other users of certain Services may access through the privacy options in certain Services.
You retain your rights to any Content you submit, post, or display on or through the Services. By submitting, posting or displaying Content on or through the Services, you grant us a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, host, store, copy, reproduce, process, adapt, modify, publish, transmit, create derivative works, communicate, display, and/or distribute such Content in any and all media or distribution methods (now known or later developed) as part of providing any of the Services. You agree that this license includes the right for CourseKey to provide, promote, and improve the Services and to make Content submitted to or through the Services available to other institutions or individuals as part of providing the Services (including after termination of your use of the Services) and in accordance with your privacy settings. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any Content that you submit.
All Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such Content. We do not monitor or control the Content posted via the Services, and we cannot take responsibility for such Content. Any use or reliance on any Content or materials posted via the Services or obtained by you through the Services is at your own risk. CourseKey respects the intellectual property rights of others and expects users of the Services to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. If you believe that your Content 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.
We reserve the right to remove Content alleged to be infringing without prior notice, at our sole discretion, and without liability to you.
3. Your License To Use the Services
CourseKey gives you a personal, worldwide, royalty-free, non-assignable, and non-exclusive license to use the Services, subject to these Terms and any agreement entered into by your institution relating to the Services. You may not copy, modify, distribute, sell, or lease any part of our Services, nor may you reverse engineer or attempt to extract the source code of any Product, unless laws prohibit those restrictions or you have our written permission.
4. Mobile Application
You access the Services via a mobile device (“Mobile Application”). To use the Mobile Application you must have a mobile device that is compatible with the Mobile Application. CourseKey does not warrant that the Mobile Application will be compatible with your mobile device. You may use mobile data in connection with the Mobile Application and may incur additional charges from your wireless provider for these services. You agree that you are solely responsible for any such charges. CourseKey hereby grants you a non-exclusive, nontransferable, revocable license to use a compiled code copy of the Mobile Application for one account on one mobile device owned or leased solely by you, for your personal use. You may not: (i) modify, disassemble, decompile or reverse engineer the Mobile Application, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Application to any third party or use the Mobile Application to provide time sharing or similar services for any third party; (iii) make any copies of the Mobile Application; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Application, features that prevent or restrict use or copying of any content accessible through the Mobile Application, or features that enforce limitations on use of the Mobile Application; or (v) delete the copyright and other proprietary rights notices on the Mobile Application. You acknowledge that CourseKey may from time to time issue upgraded versions of the Mobile Application, and may automatically electronically upgrade the version of the Mobile Application that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that the terms and conditions of this Agreement will apply to all such upgrades. Any third-party code that may be incorporated in the Mobile Application is covered by the applicable open source or third-party license EULA, if any, authorizing the use of such code. The foregoing license grant is not a sale of the Mobile Application or any copy thereof, and CourseKey or its third-party partners or suppliers retain all right, title, and interest in the Mobile Application (and any copy thereof). Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in this Agreement, is void. CourseKey reserves all rights not expressly granted under these Terms. The Mobile Application originates in the United States. You agree to comply with all United States and foreign laws related to use of the Mobile Application and the Services.
B. Mobile Application from App Store by Apple
The following applies to any Mobile Application you acquire from the App Store (“App Store-Sourced Application”): You acknowledge and agree that these Terms are solely between you and CourseKey, not Apple, and that Apple has no responsibility for the App Store-Sourced Application or content thereof. Your use of the App Store-Sourced Application must comply with the App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store-Sourced Application. In the event of any failure of the App Store-Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store-Sourced Application to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store-Sourced Application, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by these Terms and any law applicable to CourseKey as provider of the software. You acknowledge that Apple is not responsible for addressing any of your claims or those of any third party relating to the App Store-Sourced Application or your possession and/or use of the App Store-Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store-Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by these Terms and any law applicable to CourseKey as provider of the application. You acknowledge that, in the event of any third-party claim that the App Store-Sourced Application or your possession and use of that App Store-Sourced Application infringes that third party’s intellectual property rights, CourseKey, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms. You and CourseKey acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms as relates to your license of the App Store-Sourced Application, and that, upon your acceptance of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms as relates to your license of the App Store-Sourced Application against you as a third-party beneficiary thereof.
5. CourseKey Rights
The Services are always evolving and the form, nature, and/or functionality of the Services may change from time to time without prior notice to you. In addition, CourseKey may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally and may not be able to provide you with prior notice. We also retain the right to create limits on use and storage at our sole discretion at any time without prior notice to you.
All right, title, and interest in and to the Services (excluding Content provided by users or other third parties) are and will remain the exclusive property of CourseKey and its licensors. The Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. Nothing in the Terms gives you a right to use the CourseKey name or any of the CourseKey trademarks, logos, domain names, and other distinctive brand features. Any feedback, comments, or suggestions you may provide regarding CourseKey, or the Services is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.
6. Registration Obligations and Passwords
You may never use another User’s account without permission. In consideration of your use of the Services, you agree (a) that Your Information will be true, accurate, current and complete, and (b) to maintain and promptly update Your Information to keep it true, accurate, current and complete. You are responsible for safeguarding any password that you use to access the Services (including passwords used on other CourseKey Services that permit single sign-on to the Services) and for any activities or actions under your password. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. You agree to (a) notify CourseKey of any unauthorized use of your password or user identification and any other breach of security, and (b) ensure that you exit from your account at the end of each session.
We may suspend or terminate your accounts or cease providing you with all or part of the Services at any time for any reason, including, but not limited to, if we reasonably believe: (i) you have violated these Terms, (ii) you create risk or possible legal exposure for us; or (iii) our provision of the Services is no longer commercially viable. In such a termination event, the license granted hereunder shall automatically terminate. Further, if you stop using the Services for more than 12 months, your accounts may be deleted. If you wish to delete your CourseKey account(s) in their entirety(ies), you may contact us via email@example.com and specify which CourseKey account(s) you wish to delete. We will delete your specified accounts within a reasonable time, unless prohibited by law. Nothing in this Section shall affect CourseKey’s rights to change, limit, or stop the provision of the Services without prior notice, as provided above in Section 5.
8. Disclaimers and Limitations of Liability
Please read this Section carefully since it limits the liability of CourseKey and its officers, directors, employees, agents, representatives, partners, and/or licensors (collectively, the “CourseKey Entities”). Each of the Subsections below only applies up to the maximum extent permitted under applicable law. Nothing in this Section is intended to limit any rights you may have which may not be lawfully limited.
A. The Services are Available “AS-IS”
Your access to and use of the Services or any Content are at your own risk. You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, THE COURSEKEY ENTITIES DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. No advice or information, whether oral or written, obtained from any of the CourseKey Entities or through the Services, will create any warranty not expressly made herein.
The Services may contain links to third-party websites or resources. You acknowledge and agree that the CourseKey Entities are not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, Services, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by the CourseKey Entities of such websites or resources or the content, Services, or services Available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.
C. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COURSEKEY ENTITIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON,THROUGH, OR ASSOCIATED WITH THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE SERVICES; OR (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE COURSEKEY ENTITIES EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE AMOUNT YOU PAID COURSEKEY, IF ANY, IN THE PAST SIX MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM.
THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT THE COURSEKEY ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
9. General Terms
A. Waiver and Severability
The failure of CourseKey to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. In the event that any provision of these Terms is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.
B. Governing Law
These Terms and any action related thereto will be governed by the laws of the State of California without regard to or application of its conflict of law provisions or your state or country of residence. All claims, legal proceedings, or litigation arising in connection with the Services will be brought solely in the federal or state courts located in San Diego County, California, United States, and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum.
C. Entire Agreement
Notwithstanding the foregoing, nothing in these Terms supersedes or limits your rights under (1) the terms and conditions of any written agreement you have entered into with CourseKey regarding the use of Services, or (2) applicable laws or regulations to the extent these Terms are prohibited by such laws or regulations. In the event of any conflict between these Terms and the terms and conditions of an applicable written agreement you have entered into with CourseKey, the terms and conditions of the written agreement shall control.
We may revise these Terms from time to time, the most current version will always be at the referenced link. If the revision, in our sole discretion, is material we will notify you through the Services or through the email associated with your profile. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms.
****Important Note: If your school is entered into a site-wide subscription agreement with Course Key, Inc. this may not be your Terms and Service agreement. Your institution should have supplied that to you separately for approval.
These Services are operated and provided by CourseKey Inc., 2150 W Washington St Suite 113 San Diego, CA 92110. If you have any questions about these Terms, please email: firstname.lastname@example.org.