By accessing, browsing, and using the Blackboard services, you accept, without limitation or qualification, these TOU. If you do not wish to be bound by these TOU, you may not access or use the Blackboard services.
1. Blackboard Services
The Blackboard services comprise several channels ("Services"), including, without limitation, a Coursesites™ channel and a Behind the Blackboard channel, through its network of properties. Blackboard may add additional features to the current Services, change or eliminate features, change nomenclature, and make other changes at any time which will be subject to these TOU.
You acknowledge and agree that the Services are provided "AS IS" and that Blackboard assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalizations.
In order to use the Services, you must obtain access to the World Wide Web, either directly ro through devices that access web-based content, and pay any service and/or telephony fees associated with such access. In addition, you must provide all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device.
You understand and agree that the Services may include advertisements and these advertisements are necessary for Blackboard to provide its Services. You also understand and agree that the Services may include certain communications form Blackboard, including service announcements and administrative messages, and that these communications are considered part of your registration, and you will not be able to opt out of receiving them.
The CourseSites™ channel is a course creation service that enables instructors to add an online component to their classes, or even host an entire course on the Web. Without knowing any HTML, instructors can quickly create their own CourseSite™ - Web sites that bring learning materials, class discussions, and tests online.
Through the CourseSites™ channel, Blackboard offers its course creation services on a free 60 day trial basis, and thereafter as a registered, paid service. IF YOU CHOOSE NOT TO REGISTER YOUR COURSE, BLACKBOARD WILL DISABLE OR DELETE COURSES AFTER THE 60 DAY TRIAL PERIOD.
Blackboard also offers the Behind the Blackboard channel, which provides access to support services, software download sites, information about the Blackboard software and services, access to non-Blackboard developed Course Cartridges™ and Building Blocks™ interfaces for non-Blackboard provided software products. Software products and services received through the Behind the Blackboard channel may be subject to separate clickwrap terms and conditions, which you will have to accept to be able to access those products or services. Blackboard may offer the Blackboard Store™ through which licensees of Blackboard software may purchase additional software, equipment or services and/or you may purchase Blackboard paraphernalia. Such purchases shall be pursuant to the guidelines for the Blackboard Store.
You are responsible for using your account and other services at least once every thirty (30) days. BLACKBOARD MAY DELETE ACCOUNTS AND/OR OTHER SERVICES THAT HAVE BEEN INACTIVE FOR THIRTY (30) DAYS OR MORE.
3. Registration Obligations
In consideration of your use of the Services, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the Service's registration form (such information being "Your Data"), and (b) maintain and promptly update Your Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Blackboard has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Blackboard has the right to suspend or terminate your account and refuse any and all current or future use of the Services, or any portion thereof.
You will receive a password and account designations upon completing the registration process. You are responsible for maintaining the confidentiality of the password and user identification, and are fully responsible for all activities that occur under your password or user identification. You agree to (a) notify Blackboard 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. Blackboard cannot and will not be responsible for any loss or damage arising from your failure to comply with this section.
4. Blackboard Store
In addition to the terms and conditions generally governing Blackboard websites, the following terms and conditions specifically apply to your usage of the Blackboard Store.
Quotes: Blackboard makes the Blackboard Store channel available for you, as a current Blackboard customer, to get binding quotes of costs for purchases of additional equipment or software and to be used in developing purchasing budgets. Such binding quotes shall be valid for thirty (30) days from the date of creation. Any equipment purchase pursuant to a binding quote shall be subject to and made in accordance with the terms and conditions in your Blackboard Master Agreement and Equipment Schedule. Your software purchases pursuant to a binding quote shall be subject to the execution of a Software Schedule.
Purchases: When available, existing customers may use the Blackboard Store to purchase standard equipment and software. If you are an existing Blackboard customer, your equipment purchases shall be subject to and made in accordance with the terms and conditions in your Blackboard Master Agreement and Equipment Schedule. Your software purchases shall be subject to the execution of a Software Schedule. If you are a not a Blackboard customer, you may only procure estimates. . No Purchase will be binding until accepted by Blackboard in writing, and Blackboard will have no liability to you with respect to any Purchase that is not accepted. No partial shipment of a Purchaser shall constitute the acceptance of the entire Purchase. All Purchase that you issue to Blackboard shall be governed in all respects by the terms and conditions of the Blackboard Master Agreement and applicable schedule. Any additional or preprinted terms or conditions on a Purchase Order shall be null, void, and of no effect unless Blackboard has expressly agreed in writing, in advance, to terms and conditions inconsistent with or not otherwise addressed in the Master Agreement or any of the Schedules.
Prices: All prices are stated in US Dollars, and are exclusive of all federal, state and local excise, sales, use and similar taxes. Any applicable state or local taxes are your responsibility. Blackboard reserves the right to modify prices prior to the issuance of a quote.
Shipment: Shipping dates will be established by Blackboard upon acceptance of a Purchase. Shipping dates will be assigned as close as practicable to your requested dated based on Blackboard's then-current lead time. Blackboard shall not be liable for damage or penalty for delay in delivery or failure to give notice of any delay.
Title and Risk of Loss. Title to any product that Blackboard sells outright to you hereunder shall vest in you immediately upon shipment FOB Shipping Point. Risk of loss or damage to any product shall pass to your upon passage of title or upon shipment if title does not pass to you.
Warranty: All products are subject to the warranty provisions contained in the Blackboard Master Agreement. Blackboard does not warrant that the software or equipment for which binding quotes are obtained or purchased through this site is appropriate for your intended use. Blackboard does not warrant or provide support for all third-party Equipment sold by Blackboard, including, but not limited to, Hewlett Packard Server, Datacard Video Imaging Equipment, and Lantronix Terminal Server. You must contact Equipment manufacturer directly for any warranty or support issues related to the Equipment. Blackboard disclaims all warranties, implied or express, including fitness for a particular purpose, merchantability, and quiet enjoyment, except as otherwise expressly provided in your Blackboard Master Agreement.
Cancellation. You may cancel any Purchase placed through Blackboard Store on written notice to Blackboard of at least thirty (30) days prior to the estimated shipment date; provided that you first pay Blackboard a cancellation charge, as liquidated damages and not a penalty, equaling fifteen percent (15%) of the total price of the affected Purchase.
5. User Content
Any Content that you upload or otherwise make available ("User Content") in into a Blackboard channel, including any CourseSiteSM, is and remains your sole property or the property of your licensors. By uploading or otherwise making available any User Content, you automatically grant and/or warrant that the owner has granted Blackboard, the perpetual royalty-free, non-exclusive right and license to use, reproduce, modify, publish, distribute, perform, display, and transmit the User Content through the channel into which you have uploaded the User Content. You also permit any other user of Blackboard with access to that channel , subject to your restrictions, to access, view, store, and reproduce the User Content to the same extent permitted herein. To the extent that you develop or author User Content in CourseSites™, you may only use that Blackboard-formatted User Content within your CourseSite™ or other courses you create within the CourseSite™ or within your licensed copy of the Blackboard software; however, you may use the User Content (without the Blackboard formatting) in any other manner.
You acknowledge that Blackboard websites, their channels, their Services, any underlying technology used in connection with Blackboard.com® or the Blackboard Services, and all software, material, information, communications, text, graphics, links, electronic art, animations, audio, video, photos, and other data (collectively, the "Content") available within the Blackboard websites are provided by Blackboard or third-party providers and are the copyrighted works of Blackboard and/or such third parties. Except as expressly authorized by Blackboard or such third parties in this TOU or as may be posted on the Services, 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 Services, in whole or in part. You may not store any significant portion of any Content or the Services owned by, or licensed to Blackboard in any form, whether archival files, computer-readable files, or any other medium. You also may not "mirror" any Content or the Services on any other server.
We encourage you to download and print a reasonable number of copies of Content for noncommercial personal or educational use only; provided that (i) any permitted copies of Content contain, in an unmodified form, any copyright or other proprietary rights notices contained in the Content and an original source attribution to Blackboard and the applicable URL, and (ii) no modifications of any of the Content are made except as may be expressly provided by Blackboard or the third-party provider on the Web page containing the applicable Content. You acknowledge that Blackboard and/or third-party providers remain the owners of the Content and that you do not acquire any intellectual property rights in such Content by downloading or printing the Content.
Some links on the Blackboard websites lead to sites posted by independent site owners. Because Blackboard has no control over these sites, Blackboard is not responsible for such sites' accessibility via the Internet and does not endorse products, services, or information provided by such sites. As such, Blackboard 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 User or other Content, goods, or services available on or through any other site. Further, the inclusion of these links does not imply that the other sites have given permission for inclusion of these links, or that there is any relationship between Blackboard and the linked sites. Blackboard is an independent operating company and reference to other companies do not imply any partnership, joint venture, or other legal connection where Blackboard would be responsible for the actions of their respective owners. You agree that you will use the Maven Repository in accordance with this this TOU.
You may only access the Blackboard websites and channels and use the Services 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 Services. You agree that you will not: (i) use the Services 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 governing the transmission or retransmission of technical data from the United States; (ii) upload, post, e-mail, or otherwise transmit any unlawful, threatening, libelous, harassing, defamatory, vulgar, obscene, pornographic, profane, invasive of another's privacy, hateful, or ethnically, racially oor otherwise objectionable User Content; (iii) upload, post, e-mail, or otherwise transmit any User Content that you do not have a right to transmit; (iv) upload, post, e-mail, 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 Services; (vi) disrupt the normal flow of communication or otherwise act in a manner that negatively affects other users' ability to engage in real-time exchanges; (vii) claim a relationship with or to speak for any individual, business, association, institution, or other organization for which you are not authorized to claim such a relationship; (viii) upload, post, e-mail, 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"; (ix) interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies, or regulations of networks connected to the Services; (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 Blackboard, the Blackboard channels or the Services, use of Blackboard websites, channels or the Services, or access to Blackboard websites, channels or the Services; (xii) harm minors in any way; (xiii) stalk or otherwise harass another; or (xiii) collect or store personal information about other users without their permission.
You acknowledge that Blackboard does not pre-screen User Content, but that Blackboard shall have the right (but not the obligation) in its sole discretion to refuse or move any User Content that is available through any Channel. Without limiting the foregoing, Blackboard has the right to remove any User Content or CourseSite™ that violates the TOU or is otherwise objectionable. You agree and acknowledge that Blackboard may preserve User Content and may disclose User Content if required to do so by law or in the good faith belief that any such preservation or disclosure is reasonably necessary to comply with legal process, enforce the TOU, respond claims that any User Content violates the rights of third parties or protect the rights, property or personal safety of Blackboard, its users and the public.
9. Disclaimer of Warrenty
BLACKBOARD IS NOT RESPONSIBLE FOR ANY INFORMATION OR CONTENT CONTAINED WITHIN ANY COURSESITE™ AND MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION CONTAINED IN ANY COURSESITE™ 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 THIRD PARTIES OR OTHER USERS OF THE COURSESITES™ CHANNELS.
YOU AGREE THAT YOUR ACCESS TO THE BLACKBOARD WEBSITES, INCLUDING ANY CHANNEL OR COURSESITE™, AND YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. NEITHER BLACKBOARD, NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, OR AGENTS WARRANT THAT THE 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 SERVICES OR AS TO THE ACCURACY, RELIABILITY, SUITABILITY OR CONTENT OF THE SERVICES.
BLACKBOARD CHANNELS AND THE SERVICES ARE 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 BLACKBOARD OR ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES (EVEN IF BLACKBOARD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF YOUR USE OF OR INABILITY TO ACCESS BLACKBOARD CHANNELS OR USE THE SERVICES, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS, LOSS OF GOODWILL, LOST BUSINESS, LOST DATA, COMPUTER FAILURE OR MALFUNCTION, 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, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO BLACKBOARD'S RECORDS, PROGRAMS, OR SERVICES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES BLACKBOARD'S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
NOTHING IN THESE TOU SHALL AFFECT THE STATUTORY RIGHTS OF ANY CONSUMER OR EXCLUDE OR RESTRICT ANY LIABILITY FOR DEATH OR PERSONAL INJURY ARISING FROM THE NEGLIGENCE OR FRAUD OF BLACKBOARD.
You agree to indemnify and hold Blackboard, and its affiliates, officers, agents, partners, and employees, harmless from any claim or demand, including reasonable attorney's fees, made by any third party due to or arising out of User Content you submit, post to, email, or otherwise transmit through the Services, your use of the Services, your connection to the Services, or your breach of the TOU.
11. Trademark Notice
Bb. (design), The Electric Blackboard, Blackboard®, Blackboard (digital design and word), Blackboard.com®, Blackboard.com (design and word), Bringing Education Online®, Course Cartridge™,), CourseSiteSM, CourseSite® (design and word), Education that Clicks®, My Blackboard®, Powered by BlackboardSM, Powered by Blackboard (design and word), Blackboard logos, and the unique trade dress of Behind the Blackboard™ and Blackboard.com® are the trademarks, service marks, trade dress, and logos of Blackboard Inc. All other trademarks, service marks, trade dress, and logos used in Blackboard websites, the Blackboard Channels and the Services are the trademarks, service marks, trade dress, and logos of their respective owners.
12. Designated Agent
The Digital Millennium Copyright Act, signed into law on October 28, 1998, amended the copyright law to provide limitations for service provider liability relating to material online. In compliance with such Act, Blackboard has registered a Designated Agent with the United States Copyright Office to receive notice of alleged copyright infringements contained on the Blackboard Services. All inquiries into alleged copyright infringement on the Blackboard Services should be sent to Blackboard, c/o Teresa Frazier, 1899 L Street, N.W., 5th Floor, Washington, D.C. 20036.
13. Local Laws; Export Control
Blackboard controls and operates the Blackboard websites and channels from its headquarters in the United States and makes no representation that the Content is appropriate or available for use in other locations. If you use the Blackboard websites or channels from other locations, you are responsible for compliance with applicable local laws, including, but not limited to, export and import regulations of other countries. Unless otherwise explicitly stated, all marketing or promotional materials found on the Blackboard websites and channels are solely directed to individuals, companies, or other entities located in the United States.
14. Modifications to the Service
Blackboard reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Blackboard websites, the Blackboard Channels or the Services (or any part thereof) with or without notice. You agree that Blackboard will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services.
You may discontinue your participation in and access to the Services at any time. The TOU will continue to apply to all past use of the Services by you, even if you are no longer using them. You acknowledge and agree that Blackboard and its affiliates may terminate or block your use of all or part of the Services and Blackboard websites and channels., without prior notice for any reason, including, without limitation, if Blackboard believes you have engaged in conduct prohibited by this TOU. You agree that upon termination or discontinuance for any reason, we may delete all information related to you on the Services and may bar your access to the Blackboard websites and channels and use of the Services.
By accessing the Blackboard websites and channels, you agree to the above stated TOU. This Agreement is entered into in the District of Columbia and shall be construed in accordance with the laws of the District of Columbia, exclusive of its choice of law rules. Each party to this TOU submits to the exclusive jurisdiction of the state and federal courts having jurisdiction in the District of Columbia, and waives any jurisdictional, venue, or inconvenient forum objections to such courts. In any action to enforce this TOU, the prevailing party will be entitled to costs and attorney fees. In the event that any provisions of this TOU are held to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this TOU shall otherwise remain in full force and effect. This TOU and any posted guidelines or rules applicable to certain services within Blackboard.com® constitutes 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. Please report any violations of the TOU to email@example.com