Last Updated: August 10, 2017
THESE TERMS CONTAIN DISCLAIMERS OF WARRANTIES (SECTION 6), DISCLAIMERS OF LIABILITY (SECTION 7), A BINDING ARBITRATION CLAUSE (SECTION 9.2) AND A CLASS ACTION WAIVER (SECTION 9.3). PLEASE READ THESE PROVISIONS CAREFULLY AS THEY AFFECT YOUR LEGAL RIGHTS.
The Services include, but are not limited to Year.One learning management system that you and other Users may subscribe to in connection with courses (each, a “COURSE”). “USER” means any user of the Services, including students (“LEARNERS”) and professors, teaching facilitators, and other instructors (“INSTRUCTORS”). The “CONTENT” means posts, comments, documents, photographs, and any other materials and information available on the Services.
These Terms are subject to change by Us in our sole discretion at any time. When changes are made, We will update the “Last Updated” date at the top of the Terms and make the latest version of the Terms available on the Services. PLEASE REGULARLY CHECK THE SERVICES TO VIEW THE THEN-CURRENT TERMS. Where appropriate, We also may e-mail Users who have registered at the last e-mail address such Users have provided to Us. If you do not agree to any change(s) after receiving a notice of such change(s), you should stop using the Services. Otherwise, your continued use of the Services constitutes your acceptance of such change(s).
Any future release, update or other addition to the Services shall be governed by the Terms. Year.One, its suppliers and service providers reserve all rights not granted in the Terms.
2. PROHIBITED CONTENT AND ACTIVITIES.
You may not access or use the Services to take any action that could harm Us, other Users, or any third party. For example, and without any limitation, you may not:
- Post or make available Content or take any action on the Services that violates applicable law or that constitutes an infringement of our rights or the rights of other Users or third parties, including copyrights. Without limitation, you may not reproduce Content from your Course (unless allowed by the express copyright terms laid out by the Instructor (e.g., Creative Commons) or other Learners.
- Submit the work of others as your own work or share the solutions to assignments with others unless this is expressly authorized by the Instructor. Take any action that fails to respect the privacy of other Users or the diversity of opinions and cultures that will be presented by and to other Users.
- Post or make available Content that (i) encourages illegal activities, is fraudulent, or is unlawful; (ii) insults, defames, harasses, or threatens others; (iii) violates the intellectual property, privacy or any other rights of others; (iv) contains obscene, vulgar, pornographic, or libelous material; (v) harms or impersonates others, including other Users; or (vi) advertises or sells a product or service.
- Commercially exploit the Services or the Content or modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services except as expressly authorized by Us.
- Use any manual or automated software, devices, or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools, or the like) to “scrape” or download data from any part of the Services.
- Remove or destroy any copyright notices or other proprietary markings contained on or in the Services or the Content, or copy, reproduce, distribute, republish, download, display, post or transmit in any form or by any means any part of the Services or the Content (except for Your Content, as defined below) unless expressly authorized by Us.
- Engage in or attempt to engage in any potentially harmful acts that are directed against the Services, including but not limited to violating or attempting to violate any security features of the Services, introducing viruses, worms, or similar harmful code into the Services, or interfering or attempting to interfere with use of the Services by any other User, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the Services.
If you believe that someone has violated the Terms, begin by notifying the Instructor of the Course. If the issue is not addressed by the Instructor to your satisfaction, contact conduct@UCommons.com with your concerns.
3. USEr CONTENT AND RESPONSIBILITY.
3.1 YOUR CONTENT. Certain areas of the Services may enable you to post, publish, submit, transmit, upload, send, or otherwise make available Content (“YOUR CONTENT”). You remain fully responsible for the content or other materials that you make available to Us or others in connection with the Services. By making available to Us Your Content, you grant Us a royalty-free, irrevocable, perpetual, non-exclusive, world-wide, fully sub-licensable, transferrable, license to publish, reproduce, distribute, transmit, display, perform, edit, adapt, modify, translate, create derivative works of, sell, offer for sale, export, and otherwise use and exploit Your Content (or any portion thereof and in any form, media, or technology now known or later developed) as follows: (1) if you are an Instructor, to provide the Services and otherwise in accordance with any agreement(s) with your employer; and (2) if you are a Learner or any other User, then to provide the Services and for any other marketing or other purposes. You represent and warrant that Your Content is original and complies with these Terms and that you have the rights, consents, and authority to make it available to grant Us the licenses herein. You hereby waive any moral rights you may have in Your Content to the extent permitted by applicable law.
3.2 OWNERSHIP OF THE SERVICES; COPYRIGHT AND TRADEMARK. Except with respect to Your Content, you agree that Year.One and its suppliers and licensors own all rights, title and interest in Services and any components thereof (including, but not limited to, text, photographs, video, audio content, other Content and computer code) and that the Services and their components are protected by copyright, including as collective works or compilations and as individual copyrighted works under the copyright laws of the United States and other countries. Except for Your Content, or unless expressly authorized by Us in writing, you are prohibited from publishing, reproducing, distributing, publishing, entering into a database, displaying, performing, modifying, creating derivative works, transmitting, or in any way exploiting any part of the Content or the Services, except that you may make use of the Content for your own personal use as follows: you may make one machine readable copy and/or print copy to use in connection with the Courses.
Year.One’ name and other related graphics, logos, service marks and trade names used on or in connection with Services are the trademarks of Year.One and are protected from reproduction, imitation, dilution, or confusing or misleading uses under national and international trademark laws. Other trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners. The use or misuse of these trademarks or any materials except as permitted herein is expressly prohibited, and nothing stated or implied on the Services confers on you any license or right under any patent or trademark of Us, our affiliates, or any third party.
3.3 NO RESPONSIBILITY FOR USER CONTENT. You acknowledge that all Content is the sole responsibility of the party from whom such Content originated. We do not approve, endorse or make any representations or warranties with respect to Content made available by any other User of the Services (“USER CONTENT”). You use all User Content and interact with other Users at your own risk.
Year.One may, but is not obligated to, monitor or review the Services and Content at any time. Without limiting the foregoing, Year.One reserves the right in its sole discretion to pre-screen, refuse, or remove any Content at any time for any reason.
3.4 FEEDBACK. You agree that submission of any ideas, suggestions, documents, and/or proposals to Year.One through its suggestion, feedback, wiki, forum or similar pages (“FEEDBACK”) is at your own risk and that Year.One has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Us a fully paid, royalty-free, perpetual, irrevocable, worldwide, nonexclusive, and fully sub-licensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Services.
3.5 INTERACTIONS WITH OTHER USERS. You are solely responsible for your interactions with other Users of the Services and any other parties with whom you interact through the Services; provided, however, that We reserve the right, but have no obligation, to intercede in disputes among Users. You agree that We will not be responsible for any liabilities incurred as the result of such interaction.
4. PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT.
If you believe that your work has been copied and posted on the Services in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on the Services of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written 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; (6) a statement by you, made under penalty of perjury, that the above information in your
notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
Contact information for Year.One’ Copyright Agent for notice of claims of copyright infringement is as follows: legal@UCommons.com.
In order to access certain features of the Services you must create an account (“ACCOUNT”) by providing necessary information when registering (“REGISTRATION DATA”) and accept the Terms.
5.1 YOUR ACCOUNT. You are responsible for all activities that occur under your Account. You may not share your Account password or other credentials with anyone, and you agree to notify Us immediately of any unauthorized use of your password or any other breach of security. Notwithstanding anything contained herein to the contrary, by submitting Your Content to any forums, comments or any other area on or in the Services, you hereby expressly permit Us to identify you by your username as the contributor of Your Content in any publication in any form, media, or technology now known or later developed in connection with Your Content.
5.2 REGISTRATION DATA. In registering for the Services, you agree to (1) provide true, current, and complete Registration Data; and (2) maintain and promptly update the
Registration Data to keep it true, current, and complete. You agree not to create or access an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one Account at any given time. You agree not to create an Account or use the Services if you have been previously removed by Us, or if you have been previously banned from any of the Services.
5.3 ELECTRONIC COMMUNICATIONS. For contractual purposes, you (1) consent to receive communications from Us in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that We provide to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect any statutory rights you may have.
5.4 NECESSARY EQUIPMENT AND SOFTWARE. You must provide all equipment and software necessary to connect to the Services. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Services.
6. DISCLAIMER OF WARRANTIES.
6.1 GENERAL DISCLAIMERS. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK, AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, Year.One PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, Year.One PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; OR (4) ANY ERRORS IN THE SERVICES WILL BE CORRECTED. ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR PERSON, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT. THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. Year.One MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO THE SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM Year.One OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
6.2 THIRD-PARTY WEBSITES. The Services may contain links to third-party websites (“THIRD-PARTY WEBSITES”). When you click on a link to a Third-Party Website, We may not warn you that you have left The Services and are subject to separate terms and conditions or privacy policies. Such Third-Party Websites are not under our control. We are not responsible for any Third-Party Websites and do not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites, or their products or services. You use all links in Third-Party Websites at your own risk. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third-party.
6.3 APP STORES. You acknowledge and agree that the availability of the Services is dependent on the third-party from which you received the Services, e.g., the Apple or Android app stores.
7. LIMITATION OF LIABILITY.
7.1 DISCLAIMER OF CERTAIN DAMAGES. IN NO EVENT SHALL Year.One PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR LOST PROFITS OR REVENUES ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, WHETHER OR NOT Year.One HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER THE ALLEGED LIABILITY IS BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCT LIABILITY OR ANY OTHER BASIS.
7.2 CAP ON LIABILITY. UNDER NO CIRCUMSTANCES WILL Year.One PARTIES BE LIABLE TO YOU FOR MORE THAN THE AMOUNT OF TUITION YOU HAVE PAID US IN THE 12 MONTHS PRECEDING YOUR CLAIM. IF YOU HAVE NOT PAID Year.One ANY AMOUNTS IN THE 12 MONTHS PRECEDING YOUR CLAIM, Year.One’ SOLE AND EXCLUSIVE LIABILITY SHALL BE FIFTY DOLLARS ($50).
7.3 LIMITS PERMITTED BY LAW. TO THE EXTENT APPLICABLE LAW LIMITS THE EXCLUSIONS OR LIMITATIONS OF DAMAGES SET FORTH IN SECTIONS 7.1 AND/ OR 7.2, the common’S liability in such jurisdictions shall be limited to the MAXIMUM extent permitted by law.
You agree to indemnify, defend, and hold operating entity Shorelight Education, LLC and its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively the “Year.One PARTIES”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) Your Content; (b) your use of, or inability to use, the Services; (c) your violation of the Terms; (d) your violation of any rights of another party, including any User; or (e) your violation of any applicable laws, rules or regulations. Year.One reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Year.One in asserting any available defenses. You agree that the provisions in this section will survive any termination of your Account, the Terms, or your access to the Services.
9. GOVERNING LAW AND DISPUTES
9.1 JURISDICTION. Unless otherwise required by applicable law, the Terms and any action related thereto will be governed and interpreted by and under the laws of the Commonwealth of Massachusetts, without giving effect to any conflicts of law principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the Terms. Any claim, dispute, or action arising, directly or indirectly, to the Terms shall be litigated in the state or federal courts located in Suffolk County, Massachusetts and the parties hereto agree to submit to the personal jurisdiction of such courts.
9.2 ARBITRATION. Year.One and you agree that all disputes arising under these Terms that cannot be settled through informal negotiation will be settled exclusively through confidential binding arbitration in accordance with the Consumer Arbitration Rules of the American Arbitration Association. The arbitrator’s award shall be binding and may be entered as a judgment in a court of competent jurisdiction. You agree that Year.One may seek any interim or preliminary relief from a court of competent jurisdiction in the Commonwealth of Massachusetts, necessary to protect its rights or property pending the completion of arbitration.
9.3 CLASS ACTION WAIVER. Any proceedings to resolve or litigate any dispute with Year.One in any forum will be conducted solely on an individual basis. You will not seek to have any dispute with Year.One heard as a class action or in any other proceedings in which you act or propose to act in a representative capacity. No arbitration or proceeding involving Year.One will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.
10. TERM AND TERMINATION.
10.1 TERM. The Terms commence on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use the Services, unless terminated earlier in accordance with the Terms.
10.2 TERMINATION OF SERVICES BY Year.One. Year.One has the right to suspend or terminate any Services provided to you or to delete any of Your Content at any time in its sole discretion, including but not limited to where you have breached any provision of the Terms or if Year.One is required to do so by law. You agree that all terminations for cause shall be made in Year.One’ sole discretion and that Year.One shall not be liable to you or any third-party for any termination of your Account, including any termination resulting from an investigation pursuant to Section 5 hereof.
Termination of any Service provided to you includes removal of access to such Service and barring of further use of the Service. Termination of all Services also may include deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content. Upon termination of any Service, your right to use such Service will automatically terminate immediately. Year.One will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content.
All provisions of the Terms which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
11. GENERAL PROVISIONS.
11.1 SUPPLEMENTAL TERMS. We may ask you to review and accept supplemental terms that apply to your interaction with particular Courses or specific applications or other Services. For example, your use of our mobile application(s) may be governed by the End User License Agreement that accompanies the application in the marketplace where you download it. To the extent those supplemental terms conflict with these Terms, the supplemental terms govern with respect to your participating in the relevant Course or your use of the relevant application or Service to the extent of the conflict. For clarity, you will not be entitled to a refund for any Course(s) in the event that you do not agree to these Terms or We terminate your access to Year.One under these Terms unless We expressly agree to such refund under the agreement that governs your participation in such Course(s).
11.2 RELEASE. You hereby release Year.One Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from any interactions with or conduct of other Service Users or Third-Party Websites of any kind arising in connection with or as a result of the Terms or your use of the Services. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”
11.3 ASSIGNMENT. The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Year.One’ prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Year.One may assign its rights and obligations under these Terms to a third party without your consent.
11.4 FORCE MAJEURE. Year.One shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
11.5 COMPLIANCE; NOTICE. If you believe that Year.One has not adhered to the Terms, please contact Year.One by emailing Us at legal@UCommons.com. We will do our best to address your concerns. If you feel that your complaint has been addressed incompletely, We invite you to let Us know for further investigation. You may give notice to Year.One at the following address: Attn: Legal Department, 2 Seaport Ln., Suite 500, Boston, MA 02210. Such notice shall be deemed given when received by Year.One by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
11.6 WAIVER. Any waiver or failure by Year.One to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
11.7 SEVERABILITY. If any provision of the Terms is, for any reason, held to be invalid or unenforceable, the other provisions of the Terms will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
11.8 SEPARATE TERMS AND CONDITIONS. In connection with your use of the Services, you may be asked to consent to policies or terms and conditions in addition to these Terms such as the Terms and Conditions for the relevant Field Degree Program. Please read these supplemental policies and terms carefully before making any use of such portions of the Services. Any supplemental terms will not vary or replace these Terms regarding any use of the Services, unless otherwise expressly stated.
11.9 ENTIRE AGREEMENT. The Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.