Terms of Service
Company expressly reserves the right to modify the Terms at any time in its sole discretion, and without prior notice to you, by including such alteration and/or modification in these Terms, along with a notice of the effective date of such modified Terms. Any continued use by you of the Site after the posting of such modified Terms shall be deemed to indicate your irrevocable agreement to such modified Terms. Accordingly, if at any time you do not agree to be subject to any modified Terms, you may no longer use the Site.
Effective Date: September 2nd, 2014
1. USE OF THE SITE AND SITE CONTENT
1.1 Eligibility. You must be at least 13 years of age or older to use the Site, provided that if you are under the age of 18, your parent or legal guardian, as applicable, must expressly consent to your use of the Site.
1.2 Coursetalk Content. Except as may be otherwise noted, the information and materials (including, without limitation, HTML, text, audio, video, white papers, press releases, data sheets, product descriptions, software and FAQs and other content) available on the Site (collectively, “Coursetalk Content”) are the copyrighted works of the Company and its licensors, and Company and its licensors expressly retain all right title and interest in and to the Coursetalk Content, including, without limitation, all intellectual property rights therein and thereto. Any use of the Coursetalk Content, except as expressly permitted herein, may violate copyright and/or other applicable laws.
1.4 Limited Site Content License. Company grants you the limited, revocable, non-transferable, non-exclusive right to use the Coursetalk Content and Third Party Content (collectively, “Site Content”) by displaying the Site Content on your computer, and downloading and printing pages from the Site containing Site Content, under the condition that (i) such activity is solely for your personal, education or other non-commercial use, (ii) you do not modify or prepare derivative works from the Site Content, (iii) you do not obscure, alter or remove any notice of copyright set forth on any Site pages or Site Content, (iv) you do not otherwise reproduce, re-distribute or publicly display any of the Site Content and (v) you do not copy any Site Content to any other media or other storage format.
1.5 Software. To the extent that the Site Content is software available for download ("Software"), such Software is subject to, and your use of such Software is governed by, an applicable license agreement (each a “License Agreement”) accompanying, provided with, linked to or embedded in, such Software. You may not use any Software unless you first read and agree to all of the terms and conditions of the applicable License Agreement. ANY SOFTWARE AVAILABLE ON THE SITE IS WARRANTED, IF AT ALL, IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE APPLICABLE LICENSE AGREEMENT. EXCEPT AS MAY BE EXPRESSLY SET FORTH IN THE APPLICABLE LICENSE AGREEMENT, OR TO THE EXTENT NOT PERMITTED UNDER APPLICABLE LAW, Coursetalk EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
1.6 Trademarks. All trademarks, service marks and logos included on the Site (“Marks”) are the property of Company or third parties, and you may not use such Marks without the express, prior written consent of Company or the applicable third party. The presences of third party Marks on the Site is solely for the purpose of attribution, and, unless otherwise clearly indicated, is not intended to imply any endorsement of the Site or the Service by, or association between the Company and, the owner of such third party Marks.
1.7 Monitoring of Site Content and use of Service. Company reserves the right, but does not undertake the obligation, to monitor use of the Site and/or the Service, and to investigate and take appropriate legal action against any party that uses the Site in violation of this Agreement or applicable law. Company reserves the right to accept, reject or modify any Site Content or User Content, but assumes no liability based on its acceptance, rejection, modification or failure to modify any Site Content or User Content.
1.9 Suggestions. You hereby grant to Company a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Site and the Service, or otherwise exploit in any manner whatsoever, any suggestions, enhancement requests, recommendations or other feedback related to the Site provided by you (“Suggestions”). You understand and agree that Company will have no obligation of confidentiality with respect to any Suggestions you may provide.
1.10 Copyright Infringement. As a condition of your right to use the Site and the Service, you agree to respect the intellectual property rights of others. Accordingly, you agree not to upload or post to the Site or the Service any copyrighted materials, trademarks or other proprietary information belonging to any third party without the prior written consent of the applicable third party. You acknowledge that your access to the Site and/or the Service may be terminated if you repeatedly infringe the copyrights of third parties. If you believe that your copyrighted work has been illegally uploaded or posted on the Site or the Service, you may send a written notice to Company at firstname.lastname@example.org, and Company will respond pursuant to its Digital Millennium Copyright Act (“DMCA”) procedure. Company’s DMCA procedure is in accordance with that suggested by DMCA, the text of which can be found at the U.S. Copyright Office web site http://www.copyright.gov/legislation/dmca.pdf. Company reserves all rights to seek damages and fees associated with infringement and or fraud.
1.11 Site Location. Company operates or controls the operation of this Site and the Service from offices in the United States. In addition, the Site and the Service may be mirrored at various locations inside of the United States. Company makes no representation or warranty that all of the features of this Site or Service will be available to you outside of the United States, or that they are permitted to be accessed outside of the United States. You acknowledge that you are solely responsible for any decision by you to use of this Site and/or the Service from other locations, and that such use may be subject to, and that you are responsible for, compliance with applicable local laws.
2. USE OF THE SERVICE
2.1 Users. By using the Service (each such person or entity, a “User”), you or the entity you represent, as applicable, agree that the provisions of this Section 2, along with the rest of these Terms, will apply to your use of the Service.
2.2 User Account. In order to access and use certain features of the Site, you must open an account (“User Account”) by registering at Coursetalk. In registering for a User Account, you agree to provide true, accurate, current and complete information (“Account Information”), and agree to update the Account Information as required to ensure that it is current.
- (a) Eligibility. As an express condition of being permitted to become a User, whether or not you open a User Account, you represent and warrant that you (i) have the legal capacity (including, without limitation, being of sufficient age) to enter into contracts under the law of the jurisdiction in which you reside, (ii) are not on a list of persons barred you from receiving services under U.S. laws (including, without limitation, the Denied Persons List and the Entity List issued by the U.S. Department of Commerce, Bureau of Industry and Security) or other applicable jurisdiction and (iii) are not a resident of Cuba, Iran, North Korea, Sudan or Syria.
- (b) Passwords. Upon registration with the Service, each User will be asked to provide a password for use with their User Account. Each User is responsible for maintaining the confidentiality of its password and for all use made of the User Account (whether or not authorized by User) and all User Content that is created, transmitted, stored, or displayed by, from, or within such account(s), and for any consequences thereof. User agrees to immediately notify Coursetalk of any unauthorized use of its password(s) or account(s), or any other breach of security related to the Services, of which it becomes aware. Coursetalk shall not be liable for any loss or damage arising from a User’s failure to keep its password(s) secure.
2.3 User Content and User Content License. “User Content” means any information, data or content, including, without limitation, any and all software (whether in object or source code format), files, text, graphics, images, photos, video, audio, inventions (whether or not patentable), works of authorship, ideas and other materials provided by a User to the Site, or uploaded to the Service by a User, in connection with User’s use of the Service. User understands and agrees that the User Content is the sole responsibility of User. Company may take such actions with respect to User Content as may, in Coursetalk’s opinion, be required by law. User hereby grants to Company a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use, reproduce, prepare derivative works from, publicly display and distribute any and all User Content. User hereby irrevocably waives and agrees not to enforce against Company, to the greatest extent permissible under applicable law, any and all moral rights or similar rights that User may have in the User Content. By submitting User Content, you hereby grant to each other User of the Site a non-exclusive license to access and use your User Content in connection with their use of the Site for their own personal purposes.
2.4 Provision of the Service; Restrictions. In consideration of all obligations of User hereunder, Coursetalk hereby grants to User a non-exclusive, non-transferable, right and license to access and use the Service. User shall not: (i) access and/or use the Service if (a) User is a direct competitor of Coursetalk, or (b) for purposes of monitoring their availability, performance or functionality, or any other benchmarking or competitive purposes, including in order to design, create or build a service or product that is competitive with the Service, or which uses ideas, features or functions that are similar to the Service; (ii) sell, resell, rent, lease, offer any time sharing arrangement, service bureau or any service based upon the Service; (iii) interfere with or disrupt the integrity or performance of the Service, (iv) attempt to gain unauthorized access to the Service or any associated systems or networks; or (v) modify or make derivative works based upon the Service or any part thereof, or directly or indirectly disassemble, decompile, or otherwise reverse engineer the Service or any portion thereof. Coursetalk may suspend User’s access to the Service at any time for any reason, in its sole discretion.
2.5 Proprietary Rights. The Service, including all intellectual property rights therein and thereto, and any modification thereof, are and shall remain the exclusive property of Company and its licensors. User shall not take any action that jeopardizes Company’s or its licensors’ proprietary rights or acquire any right in the Service, except the limited rights expressly granted in these Terms.
2.6 Prohibited Conduct. User is specifically prohibited from any use of the Service for: (i) posting any (1) information which is false, inaccurate or not your own, (2) trade secrets or material that is copyrighted or otherwise owned by a third party unless you have written permission from the owner to post it, (3) material that infringes on any other intellectual property, privacy or publicity right of another, (4) advertisement, promotional materials or solicitation related to any product or service that is competitive with the Service or (5) software or programs which contain any harmful code, including, but not limited to, viruses, worms, time bombs or Trojan horses; (ii) impersonating another person; (iii) engaging in or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any city, state, national or international law or regulation, or which fails to comply with accepted Internet protocol; or (iv) transmitting or transferring (by any means) information or software derived from the Service to foreign countries or certain foreign nations in violation of US export control laws. In addition, User is prohibited from violating or attempting to violate the security of the Service or related systems or networks, including, without limitation, the following: (a) accessing data not intended for users of the Site or the Service, or gaining unauthorized access to an account, server or any other computer system; (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures; (c) attempting to interfere with the function of the Service, host or network, including, without limitation, via means of overloading, “flooding”, “mailbombing”, “crashing”, or sending unsolicited e-mail, including promotions and/or advertising of products or services; or (d) forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting.
2.7 User Warranties. User represents and warrants to Company that: (i) the Account Information User has provided to register with Coursetalk is accurate; and (ii) User will not use the Service in violation of any applicable law rule or regulation.
2.8 Indemnification. User shall defend, indemnify and hold harmless, at its cost and expense, Company against any and all losses, costs, damages, liabilities, expenses or penalties arising out of any third party claim, suit or proceeding (i) alleging that any User Content (a) infringes or misappropriates any intellectual property right of a third party, (b) violates applicable law, (c) is obscene, defamatory, libelous, indecent or otherwise sexually explicit, disturbing, offensive, profane, vulgar, abusive, insulting, threatening or hateful, or (d) violates the privacy or publicity rights of any person or (ii) otherwise resulting from User’s use of the Service or violation of these Terms.
2.9 Termination of User Account. A User may terminate a User Account at any time by providing notice of termination to the Coursetalk support staff via e-mail. Company may suspend or terminate a User’s access to their User Account at any time for any reason or no reason.
3. WARRANTY DISCLAIMER
COMPANY PROVIDES THE SITE AND THE SERVICE ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COMPANY MAKES NO, AND HERERBY EXPRESSLY DISCLAIMS (TO THE GREATEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW) ALL, WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, OR STATUTE, AS TO THE SITE, THE SERVICE OR ANY MATTER WHATSOEVER. IN PARTICULAR, ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARE EXPRESSLY EXCLUDED. COMPANY DOES NOT WARRANT THAT THE OPERATION OF THE SITE OR THE SERVICE WILL BE COMPLETELY SECURE, ERROR FREE OR UNINTERRUPTED, OR THAT ALL ERRORS WILL BE CORRECTED. YOU ASSUME ALL RISK OF USE OF THE SITE AND THE SERVICE.
4. LIMITED LIABILITY
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT CoMPANY SHALL NOT BE LIABILE TO YOU FOR ANY DAMAGES ARISING OUT OF OR CONNECTED TO YOUR USE OF, OR INABILITY TO USE, THE SITE, THE SERVICE OR THE COURSETALK CONTENT, INCLUDING, WITHOUT LIMITATION, ANY AND ALL DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, EXEMPLARY OR STATUTORY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, LOSS OR PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL OR FOR ANY COST OF COVER OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES), EVEN IF CoMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE LEGAL THEORY UNDER WHICH DAMAGES ARE SOUGHT, WHETHER IN BREACH OF CONTRACT OR IN TORT, INCLUDING NEGLIGENCE.
5.1 Assignment. Neither these Terms nor any of your rights or obligations hereunder may be assigned by you in whole or in part without the prior written consent of Company. Any assignment in violation of this Section 5.1 shall be null and void.
5.2 Governing Law; Jurisdiction and Venue. This Agreement and all matters arising under or related to its formation or performance whether sounding in contract, tort, or otherwise shall be governed in all respects by the laws of the of the State of California, without reference to conflict of laws principles and under the federal laws of the United States, as such may apply. The parties hereby consent to exclusive venue and jurisdiction in the Federal and State Courts of Santa Clara County, California.
5.3 Headings. The section headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe, or describe the scope or extent of such section or in any way affect this Agreement.
5.4 Severability. In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole, and, in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.
5.5 Waiver. The failure of either party to require performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself.