(Last Revised May 3, 2017)
Welcome to Collaboration in Common! Declara, Inc. (“Declara”) and Californians Dedicated to Education Foundation (“CDEF”) have created the Collaboration in Common (“CiC”) platform (“Platform” or “CiC Platform”) to enable educators, teams and organizations to discover colleagues and communities, and curate, organize, and share resources to further professional learning. Thank you for being a user of our services, which include our CiC Platform, applications, beta versions, and websites (collectively, “Services”).
User Agreement (Last Revised May 3, 2017)
IMPORTANT NOTE: This Agreement contains an Arbitration Provision that affects your rights under this Agreement and with respect to disputes you may have with Declara and/or CDEF.
|These are the rules of the road.
Our Platform uses machine learning, search, algorithms, and recommendations to develop specific learning paths for each user, making learning a constant discovery. Everyone who uses the CiC Platform or any of our other Services agrees to comply with this Agreement.
|When you use any Service, you are agreeing to be legally bound by all terms of this Agreement.
This Agreement is a legally binding contract between You and both Declara, Inc., 977 Commercial Road, Palo Alto, California 94303, USA and CDEF, 425 Broadway, Redwood City, CA 94063
(jointly and severally referred to as “we,” “us,” “our,” “Declara,” “CDEF” and/or the “Company”). You must agree to the terms of this Agreement before using, accessing, viewing, downloading, and/or registering to use (any of the foregoing, to “Use”) any of our services, such as our Platform, applications and mobile applications (our “Apps”), website (our “Site”), or any alpha product (an “Alpha”) or beta product (a “Beta”) (Alpha and Beta products, collectively with our Platform, Apps, and Site, our “Services”), By Using any of the Services, you become a user (a “User”). If you do not want to become a User, do not click “I Agree”, “JOIN”, “SIGN UP”, or any similar button (a “Button”); and do not use, access, view, download, and/or register to use any Service. By doing any of the foregoing, you acknowledge and agree that you (i) have read and understood the terms and conditions of this Agreement, (ii) are bound by all of its provisions, (iii) consent to use electronic signatures and acknowledge your click of any Button or Use of any Service is your electronic signature.
|2. Your Rights and Obligations
|You may use our Services only if you follow this Agreement.
|2.1 Your License To Use the Services
Subject to the terms and conditions of this Agreement, and your compliance with all of its provisions, we grant you a limited, personal, revocable, nonexclusive, non-assignable, non-sublicensable, and non-transferable license to access the Services, through a generally available web browser, mobile device, or other Declara-authorized application (but not through scraping, spidering, crawling, or other technology or software used to access data without the express written consent of Declara), to view information, and use the Services in accordance with its applicable documentation. Except for the foregoing license, you have no other rights in any of the Services and you may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance, or in any way exploit any of the Services in any manner. If you breach this Agreement, the above license terminates automatically and you must immediately stop using all of the Services.
|You may access the Services on your mobile device subject to certain conditions.||To access Services via your mobile device, the device must be compatible with the App(s). Declara does not warrant that any App or Service will be compatible with your mobile device. The above license to access the Services using a mobile device includes, subject to the terms and conditions of this Agreement, and your compliance therewith, a limited, personal, revocable, nonexclusive, non-assignable, non-sublicensable, and non-transferable license to use an object code copy of the App on a mobile device owned or leased solely by you, for your personal use, provided that you do not: (i) modify, disassemble, decompile, or reverse engineer the App, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute, or otherwise transfer the App to any third party or use the App to provide time sharing or similar services for any third party; (iii) make any copies of the App; (iv) remove, circumvent, disable, damage, or otherwise interfere with security-related features of the App, features that prevent or restrict use or copying of any content accessible through the App, or features that enforce limitations on use of the App; or (v) delete the copyright and other proprietary rights notices on the App. You acknowledge that we may from time to time issue upgraded versions of the App, and may automatically electronically upgrade the version of the App that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that this Agreement will apply to all such upgrades. The foregoing license grant is not a sale of the App or any copy thereof, and we and our third-party licensors or suppliers retain all right, title, and interest in and to the App (and any copy of the App). Standard carrier data charges may apply to your use of the App.
|You may use certain Materials owned by us and others only if you follow this Agreement.||2.2 Your License To Use our Materials
We provide content through the Services that is the copyrighted and/or trademarked work of Declara, CDEF, our third-party licensors and suppliers, or other users of the Services (collectively, the “Materials”). Materials may include data, documents, audio, video, images, graphics, logos, software, applications, and other content.
Subject to the terms and conditions of this Agreement, and your compliance with all of its provisions, we hereby grant you a limited, personal, revocable, nonexclusive, non-assignable, non-sublicensable, and non-transferable license to use and to display the Materials on or through any of the Services solely for your personal use. Except for the foregoing license, you have no other rights in any of the Materials or and you may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance, or in any way exploit any of the Materials in any manner. If you breach this Agreement, the above license terminates automatically and you must immediately destroy any downloaded or printed Materials.
|We reserve all rights.||We reserve all rights not expressly granted in this Agreement, including without limitation, title, ownership, intellectual property rights, and all other rights and interest in Declara and all related items, including any and all copies made of the Declara website and other Services.
|Additional terms apply if you access Services with an iOS-powered mobile device||The following additional terms and conditions apply with respect to any App that Declara provides to you designed for use on an Apple iOS-powered mobile device (an “iOS App”).
· You acknowledge that this Agreement between you and Declara & CDEF only, and not with Apple, Inc. (“Apple”).
· Your use of Declara’s iOS App must comply with Apple’s then-current App Store Terms of Service.
· Declara, and not Apple, is solely responsible for our iOS App and the Services and Materials available through the use of the iOS App. You acknowledge that Apple has no obligation to provide maintenance and support services with respect to our iOS App. To the maximum extent permitted by applicable law, Apple will have no warranty obligation whatsoever with respect to our iOS App.
· You agree that Declara, and not Apple, is responsible for addressing any claims by you or any third-party relating to our iOS App or your possession and/or use of our iOS App, including, but not limited to: (i) product liability claims; (ii) any claim that the iOS App 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 this Agreement and any law applicable to us as provider of the iOS App.
· You agree that Declara and/or CDEF, and not Apple, shall be responsible, to the extent required by this Agreement, for the investigation, defense, settlement and discharge of any third-party intellectual property infringement claim related to our iOS App or your possession and use of our iOS App.
· You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
· You agree to comply with all applicable third-party terms of agreement when using our iOS App (e.g., you must not be in violation of your wireless data service terms of agreement when using the iOS App).
· The parties agree that Apple and Apple’s subsidiaries are third-party beneficiaries to this Agreement as its terms relate to your license of Declara’s iOS App. Upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as its terms relate to your license of the iOS App as a third-party beneficiary thereof.
|Keep your password secret, and don’t let others use your account.||2.3 Your Account
In order to access certain password-restricted areas of our Services, you must register on the CiC Platform for an account and receive a password. Between you and third parties, your account belongs to you. You agree to: (1) keep your login credentials secure and confidential; (2) not permit others to use your account; (3) not use others’ accounts; (4) not sell, trade, or transfer your account; and (5) not charge anyone for access to any portion of the Services, or any information therein. Further, you are solely responsible for maintaining the confidentiality of your login credentials and for anything that happens through your account whether or not such actions were taken or authorized by you, and acknowledge that we may suspend your access to or terminate your use of the Services if someone else uses your account to engage in any activity that violates this Agreement.
|You’ll comply with this contract and the law||2.4 Compliance with this Agreement and all Applicable Laws; Acceptable Conduct
You agree that you will comply with this Agreement and with all applicable laws. You undertake that you shall not defraud, or attempt to defraud, Declara, CDEF or other users, and that you shall not act in bad faith in your use of the Services. If we determine that you do act in bad faith in violation of this Agreement, or if we determine that your actions fall outside of reasonable community standards, we may, at our sole discretion, terminate your account and/or prohibit you from using the Services. By way of example, you specifically agree that you shall not:
a. Create an Account or access or use any part of the Service if you are under the Minimum Age (as defined below);
b. Use the Services if you are located in a country embargoed by the United States or if you are on the U.S. Treasury Department’s list of Specially Designated Nationals;
c. Use the Services in a manner not permitted by these Terms;
d. Access, tamper with, or use non-public areas of the Services, Declara computer systems, or the computer systems of our providers and partners;
e. Attempt to probe, scan, or test the vulnerability of any Declara system or network or breach any security or authentication measures;
f. Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by us or any of our providers or any other third party (including another user) to protect the Service sor any part thereof;
g. Deep-link to the Site (i.e. creating or posting a link to a CiC web page other than CiC’s home page) for any purpose other than to promote your profile and/or any Insights, Courses or Collections, Questions, Answers, Networks or Communities, or other features of the Services as set forth in Declara’s Trademark Guidelines, which are incorporated by reference into this Agreement as if fully set forth herein.
h. Attempt to use the Services on or through any platform or service that is not authorized by us. This prohibition includes accessing or attempting to access any of the Services using any third-party service, including software-as-a-service platforms that aggregate access to multiple services;
i. Post, upload, publish, submit, provide access to or transmit any Submission that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar, or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any other person; or (vii) promotes illegal or harmful activities or substances;
j. Upload or transmit (or attempt to upload or transmit) files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files or data, or any other similar software or programs that may damage the operation of the Services or the mobile devices of other users of the Services;
k. Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
l. Create false personas, multiple identities, multiple accounts, set up an account on behalf of someone other than yourself;
m. Invite people you do not know to join any networks;
n. Upload a profile image that is not your likeness or a head-shot photo;
o. Obtain or attempt to obtain passwords or other private information from other users of the Services, including but not limited to, personally identifiable information or financial information;
p. Collect, use, copy, or transfer any information, including but not limited to personally identifiable information, obtained from any of the Services, except as expressly permitted in this Agreement or as the owner of such information may expressly permit;
q. Share information, including but not limited to personally identifiable information, about any non-Users without their express consent;
r. Engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of any of the Services;
s. Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Service;
t. Utilize or copy information, content, or any data you view on or obtain from Declara to provide any service that is competitive, in Declara’s sole discretion, with Declara;
u. Imply or state, directly or indirectly, that you are affiliated with or endorsed by Declara or CDEF unless you have entered into a written agreement with Declara or CDEF (this includes, but is not limited to, representing yourself as an accredited trainer if you have not been certified by us as such);
v. Adapt, modify, or create derivative works based on any other Users’ content, in whole or part, unless you have permission to do so;
w. Rent, lease, loan, trade, sell, and/or re-sell access to any of the Services or any information provided on or through any of the Services, or the equivalent, in whole or part, except as specifically authorized by this Agreement or a Premium Feature Agreement;
x. Sell, sponsor, or otherwise monetize any of the Declara Networks, Insights, or any other functionality of any of the Services, without the express written permission of Declara or as specifically authorized by this Agreement or a Premium Feature Agreement;
y. Remove, cover, or otherwise obscure any form of advertisement included in or on any of the Services; or
z. Encourage or enable any other individual or group to do any of the foregoing.
The above list provides examples and is not complete or exclusive. We reserve the right to terminate access to your account or your ability to use the Services, and to refuse, delete, or remove any Submissions, in each case with or without cause and with or without notice, for any reason or no reason, or for any action that we determine is inappropriate or disruptive to any other User and/or Services. We may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at our discretion, we will cooperate with law enforcement agencies in any investigation of alleged illegal activity on its Services or on the Internet.
|You are responsible for your own Submissions.
It is your responsibility if your Submissions violate anyone’s proprietary rights.
You are responsible for the information, data, opinions, messages, chats, comments, insights, questions, answers, collections, lists, links, photos, images, graphics, logos, video, audio, sounds, software, applications, and other content or material of any kind (collectively, “Content”) that you submit, upload, post share, or otherwise make available on or through any of the Services (each, a “Submission” and to make a Submission, to “Submit”).
You have full responsibility for each Submission you make, including without limitation its legality, reliability, and appropriateness.
You must not Submit any Content unless you have the legal right to do so (for example, you own the Content, you have permission from the owner of the Content to Submit it, or applicable law allows you to Submit it). Your Submissions may not include any Content in violation of any copyright, trademark, privacy or publicity rights, moral rights, or any other proprietary or contractual right of any person or entity, and it is your responsibility to determine whether any such right protects any Content. You shall be solely liable for any damage resulting from any infringement of and/or breach of any and all copyrights, trademarks, proprietary rights, violation of contract, privacy or publicity rights, moral rights, or any other harm resulting from any Submission that you make.
Each of the Services offers various Privacy Settings through which you can limit the ability of other users to see your Submissions. You agree that you are responsible for adjusting your own Privacy Settings with respect to any Submission that you wish to share with or keep private from other users. Please note that If you are using a Service on behalf of a company or other entity that has purchased licenses to use an enterprise version of that Service (an “Entity”), your Entity’s administrator may have the ability to override or pre-set some or all of your Privacy Settings in order to protect the Entity’s proprietary information; for more information please contact your Entity’s administrator.
You agree to pay for all royalties, fees, damages and any other monies, including without limitation any legal fees, owing any person by reason of any Submissions made by you to or through any of the Services, and you agree to pay for all legal, investigative, research, technical, and other reasonable fees of ours resulting from or related to any such Submissions.
You acknowledge and agree that neither Declara nor CDEF is expected or required to monitor, police, or remove anything that you Submit or that any other user submits.
|You own your information, and are responsible for your profile.
You have the right to share the information you provide.
You grant us a license to the information you provide us.
Information may be lost, and you submit it at your own risk.
|2.6 Ownership of Your Information and Licenses
You continue to own your information when you share it using our Services or that you otherwise provide Declara or CDEF under this Agreement, including your profile information and Submissions. By providing information to us or making any Submission, you represent and warrant that you are entitled to provide it or Submit it and that the information or Submission is accurate, not confidential, and not in violation of any contractual restrictions or third-party rights. Each of the Services offers various Privacy Settings through which you can limit the ability of other users to see your Submissions (click the link for more information about Privacy Settings). You agree that you are responsible for adjusting your own Privacy Settings with respect to any Submission that you wish to share with or keep private from other users. Please note that If you are using a Service on behalf of a company or other Entity that has purchased licenses to use an enterprise version of that Service, your Entity’s administrator may have the ability to override or pre-set some or all of your Privacy Settings in order to protect the Entity’s proprietary information; for more information please contact your Entity’s administrator.
|You must meet all requirements to be eligible to use the Services.
On requirement is that you are at least the “Minimum Age.”
|2.7 Service Eligibility
To be eligible to use our Services, you must meet the following criteria, and you represent and warrant that you: (1) are the “Minimum Age” (defined below) or older; (2) are not currently restricted from the Services, or not otherwise prohibited from having a Declara account, (3) are not a competitor of Declara or are not using the Services for reasons that are in competition with Declara; (4) will only maintain one Declara account at any given time; (5) will use your real name and only provide accurate information to Declara; (6) have full power and authority to enter into this Agreement and doing so will not violate any other agreement to which you are a party; (7) will not violate any rights of Declara or any third party, including intellectual property rights such as copyright or trademark rights; and (8) agree to provide at your cost all equipment, software, mobile access, and internet access necessary to use the Services. If you do not meet all of the above criteria, do not use any of the Services.
|You will pay us for any losses that you cause.||2.8 Indemnification
You agree to indemnify Declara and CDEF (as applicable) and each of the entities controlling, controlled by, or under common control with Declara and CDEF, and hold each harmless for all damages, losses, and costs (including, but not limited to, reasonable attorneys’ fees and costs) related to all third-party claims, charges, investigations, etc. caused by (1) your failure to comply with this Agreement, including, without limitation, your Submission of Content that violates third-party rights or applicable laws, (2) any Content you Submit to the Services, and (3) any activity in which you engage on or through any of our Services.
|You will let us know before you act contrary to this Agreement.||2.9 Notify Us if You Plan to Act Contrary to the Agreement
If you think you are entitled or obligated to breach, violate, or otherwise act contrary to this Agreement for any reason (for example, a law or court order), at least thirty (30) days before you do so you agree to provide us with a detailed explanation, in writing (and, if applicable, attaching supporting documentation), to allow us to assess whether we may provide an alternative (although you agree that we are under no obligation to do so).
|You must provide us with accurate contact information or you may not get important notices.
Declara can contact you via email, etc., which satisfies legal requirements.
|2.10 Notifications via Email, Etc.
You consent to receiving electronic communications from Declara, CDEF and its subsidiaries via any one or more of the following (as selected in our sole discretion), even if we have other contact information for you: email, messaging, phone or cell number, text message, notification via your Declara account (by messaging within the Service, posting a banner, sending a notification, etc.), postal or courier services; or other means, even if we have other contact information for you. These electronic and non-electronic communications (i) may include notices about this Agreement, the Services, and other information, and (ii) are part of your relationship with us. You agree that any notices, agreements, disclosures, or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications are in writing.
You acknowledge and agree that we shall have no liability associated with or arising from your failure to maintain accurate contact or other information, including without limitation your failure to receive critical information about the Services or changes to this Agreement.
|Other Users might see your posts.
Don’t share anything in public places that you don’t want others to use.
|2.11 User-to-User Communication and Sharing
Each of the Services offers various Privacy Settings through which you can limit the ability of other users to see your Submissions (click the link for more information about Privacy Settings). You agree that you are responsible for adjusting your own Privacy Settings with respect to any Submission that you wish to share with or keep private from other users. We offer various places (such as the Newsfeed, Networks or Communities, Courses or Collections), where you can publicly or privately post updates, make comments, ask questions, and share information (such as links to interesting reading). Depending on your Privacy Settings, your Submissions may be seen and used by others, and we cannot guarantee that others will not use the ideas, data, and other information that you share. The Services are designed for sharing information. Therefore, if you have an idea, data, or other information that you do not want to share (for example, information that you would like to keep confidential or don’t want others to use), or information that is subject to third-party rights that may be infringed by your sharing it, do not Submit it. WE ARE NOT RESPONSIBLE FOR ANYONE’S MISUSE OR MISAPPROPRIATION OF ANY CONTENT OR INFORMATION YOU SUBMIT.
|You agree not to break export laws.
|2.13 Export Control
Your use of any of our Services, including our software, is subject to export and re-export control laws and regulations, including the Export Administration Regulations maintained by the United States Department of Commerce and sanctions programs maintained by the United States Treasury Department’s Office of Foreign Assets Control. You shall not — directly or indirectly — sell, export, re-export, transfer, divert, or otherwise dispose of any software or Service to any end-user without obtaining the required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving U.S. origin products, including our Services or software.
|You allow us to use your feedback.
|2.14 Contributions to Declara
By Submitting on any of the Services, or sending to us via any suggestion features or otherwise, any ideas, suggestions, innovations, feedback, proposals, and/or contributions of, in each case, any kind (“Contributions”) you acknowledge and agree that: (a) your Contributions do not contain confidential or proprietary information; (b) we are not under any obligation of confidentiality, express or implied, with respect to the Contributions; (c) we shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media worldwide; (d) we may have something similar to the Contributions already under consideration or in development; (e) you irrevocably non-exclusively license to Declara and CDEF the rights to exploit your Contributions; and (f) you are not entitled to any compensation or reimbursement of any kind from us under any circumstances.
|We make no commitments as to availability of any of the Services.
One of our goals is to continually update, improve, and expand our Services, and these changes sometimes require that we suspend access to the Services, which we may do at any time in our sole discretion. We may also change, limit, replace, refuse access to, suspend, or discontinue any of the Services, in whole or in part, for you or for any or all of our Users, at any time in our sole discretion. As a result, the Services to which you have access rights may be different or unavailable on any given day, and we have no obligations except as expressly stated in this Agreement. Further, we do not promise to keep showing or storing your information or materials, and we reserve the right to withhold, remove, or discard any content, with or without notice, if deemed by us in our sole discretion to be contrary to this Agreement. We have no obligation to store, maintain, or provide you a copy of any content or information that you or other Users provide when using any of the Services.
|We aren’t responsible for third-party offerings, products, services, or apps.
|2.16 Third-Party Offerings
We are not responsible for and do not endorse any features, content, advertising, products, or other materials on or available from any Third-Party Offering, and we do not screen, audit, or endorse any of them. Accordingly, if you decide to use any Third-Party Offering, you do so at your own risk and agree that your use of it is on an “as-is” basis without any warranty, and that this Agreement does not apply to your use of any Third-Party Offering.
You agree we may make certain disclosures as required by law, etc.
|2.17 Disclosure of User Information
|You are solely responsible for your interactions with others.
|2.18 Connections and Interactions with other Users
We may limit your number of followers or interactions you may have with other Users and may, in certain circumstances, prohibit you from contacting other Users through use of the Services, or otherwise limit your use of the Services. We reserve the right, but have no obligation, to monitor disputes between you and other Users and to restrict, suspend, or close your account or your use of any or all of the Services if we decide to do so in our sole discretion. You agree to take reasonable precautions in all communications and interactions with other users of the Services and with other persons with whom you communicate or interact as a result of your use of the Services, particularly if you decide to meet offline or in person.
|We have certain intellectual property rights.
|2.19 Intellectual Property Notices
The Services and Materials include the copyrights and Intellectual property rights of Declara and, except for the limited licenses granted to you in Sections 2.1 and 2.2, Declara reserves all of its intellectual property rights in each of the Services and Materials.
Declara™, the Declara logo, the circle-d logo, Cognitive Graph™, CognitiveGraph™, We Simplify Everyday Learning™, Drive Your Future™, and other Declara trademarks, service marks, graphics, and logos used in connection with our Services are trademarks or registered trademarks of Declara in the United States and/or other countries. Other trademarks and logos used in connection with our Services may be the trademarks or registered trademarks of their respective owners. This Agreement does not grant you any right or license with respect to any such trademarks.
Unless otherwise specified in this Agreement, all information and screens appearing in the Services, including without limitation documents, services, site design, text, graphics, logos, images and icons, as well as the arrangement thereof, are the sole property of Declara, Copyright © 2012, 2013, 2014, 2015, 2016 and 2017 Declara, Inc. All rights not expressly granted herein are reserved. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license.
The software for mobile Apps that you download or that we provide to you through our Site and/or Services, and the related documentation, are “Commercial Items” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, if you are a government entity, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.
|Contact us if you think your intellectual property is being infringed.||2.20 DMCA Notice
If you are a copyright owner or an agent thereof and believe your work is the subject of copyright infringement on the Service, you may submit a notification of claimed infringement under the Digital Millennium Copyright Act (“DMCA”) by providing notice to Declara’s Designated Agent the following information:
(a) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
(b) 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;
(c) Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address;
(d) A statement 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;
(e) 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 owner of an exclusive right that is allegedly infringed; and
(f) A physical or electronic signature of a person authorized to act on behalf of the owner of a copyright that is allegedly infringed.
Declara’s Designated Agent for claims of copyright infringement can be reached as follows: by email at LegalNotices@declara.com or by mail at:
977 Commercial Street
Palo Alto, California 94303 USA
Attention: Chief Legal Officer
You acknowledge that if you fail to comply with substantially all of the above requirements of this section your DMCA notice may not be valid and we may not be able to remove infringing content.
Please also note that under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
|3. Disclaimer and Liability Limit
|We disclaim any legal liability for the quality, safety, or reliability of the Platform.
SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS AND, AS A RESULT, THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU. WE PROVIDE THE PLATFORM AND OTHER SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE DO NOT CONTROL OR VET USER-GENERATED CONTENT FOR ACCURACY OR OTHERWISE. WE DO NOT PROVIDE ANY EXPRESS WARRANTIES OR REPRESENTATIONS. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ANY AND ALL IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OF DATA, AND NONINFRINGEMENT. IF YOU ARE DISSATISFIED OR HARMED BY ANY OF THE SERVICES OR ANYTHING RELATED TO THEM, YOU MAY CLOSE YOUR ACCOUNT AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 4 (“TERMINATION”) AND SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY. WE ARE NOT RESPONSIBLE, AND WE MAKE NO REPRESENTATIONS OR WARRANTIES FOR THE DELIVERY OF ANY MESSAGES (SUCH AS SUBMISSIONS OR POSTS OF ANY OTHER USER-GENERATED CONTENT) SENT THROUGH ANY SERVICE TO ANYONE. IN ADDITION, WE NEITHER WARRANT NOR REPRESENT THAT YOUR USE OF ANY OF THE SERVICES WILL NOT INFRINGE THE RIGHTS OF ANY THIRD PARTIES. ANY CONTENT, INFORMATION, MATERIAL, ENHANCEMENT, OR TECHNOLOGY DESCRIBED OR USED IN OR WITH THE SERVICES MAY BE SUBJECT TO INTELLECTUAL PROPERTY RIGHTS OWNED BY THIRD PARTIES WHO HAVE LICENSED SUCH CONTENT, INFORMATION, MATERIAL, ENHANCEMENT, OR TECHNOLOGY TO US. WE DO NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF THE PERSONS SUBSCRIBING TO ANY OF THE SERVICES, NOR DO WE HAVE ANY OBLIGATION TO MONITOR THE USE OF ANY OF THE SERVICES BY OTHER USERS; THEREFORE, WE DISCLAIM ALL LIABILITY FOR IDENTITY THEFT OR ANYONE’S MISUSE OF YOUR IDENTITY, USER-GENERATED CONTENT, OR OTHER INFORMATION. WE DO NOT GUARANTEE THAT THE SERVICES WE PROVIDE WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. IN PARTICULAR, THE OPERATION OF THE SERVICES MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. WE DISCLAIM ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, WE DISCLAIM ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE SERVICES DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS AND/OR MOBILE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, MOBILE CONNECTIVITY OR CAPACITY, INCOMPATIBILITY WITH YOUR TECHNOLOGY, AND ANY OTHER REASON.
|Our legal liability to you is limited if permitted by law.
|3.2 Limitation of Liability
SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CONSUMER CONTRACTS AND, AS A RESULT, THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU. Neither Declara nor CDEF nor any related company controlling, controlled by, or under common control with Declara or CDEF; nor any of their respective affiliated companies, suppliers, employees, officers, advisors, directors, or shareholders (“Affiliates”) shall be cumulatively liable for (a) any damages in excess of five times the most recent monthly fee that you paid for a premium feature offered through the relevant Service (a “Premium Feature”), if any, or US $100, whichever amount is greater, or (b) any special, incidental, indirect, punitive, or consequential damages or loss of use, profit, revenue, content, information, or data to you or any third person arising from your use of any Services, any Third-Party Services, or any of the Content on, accessed through, or downloaded from any of our Services. This limitation of liability is part of the basis of the bargain between the parties and without it the terms and prices charged would be different. This limitation of liability shall:
· Apply regardless of whether (i) you base your claim on contract, tort, statute, equity, or any other legal theory, (ii) Declara or CDEF or any of the Affiliates knew or should have known about the possibility of such damages, or (iii) the limited remedies provided in this Section fail of their essential purpose;
· Not apply to any damage that Declara or CDEF or any of the Affiliates may cause you intentionally or knowingly in violation of this Agreement or applicable law, or as otherwise mandated by applicable law that cannot be disclaimed in this Agreement; and
· Not apply if you have entered into a separate agreement to purchase Premium Features (a “Premium Feature Agreement”) with a separate Limitation of Liability provision that specifically references this Section and expressly supersedes this Section in relation to those Premium Features.
|We can each end this Agreement at anytime.
|4.1 Mutual Rights of Termination
You may terminate this Agreement, for any or no reason, at any time, with notice to Declara pursuant to Section 6.3. This notice will be effective upon Declara processing your notice. We may terminate this Agreement and your account for any reason or no reason, at any time, with or without notice. This cancellation shall be effective immediately or as may be specified in the notice. For avoidance of doubt, only Declara, CDEF or the party paying for the services may terminate your access to any Premium Features. Termination of your account includes disabling your access to the Services and may also bar you from any future use of the Services.
|4.2 Misuse of the Services
We may restrict, suspend, or terminate the account of any User who abuses or misuses any of the Services. Misuse of the Services includes harassing or spamming other Users; abusing the messaging, chat, and other features; inviting people you do not know to join any networks; creating multiple or false profiles; using the Services commercially without our authorization; infringing any intellectual property rights; violating any of the Do’s and Don’ts listed in Section 7; or any other behavior that we, in our sole discretion, deem contrary to its purpose. In addition, and without limiting the foregoing, we have adopted a policy of terminating accounts of Users who, in our sole discretion, are deemed to be repeat infringers under the United States Copyright Act.
|4.3 Effect of Termination
Upon termination of your account, you lose access to the Services. The terms of this Agreement shall survive any termination, except Sections 2.1 and 2.2.
|5. Dispute Resolution
|In the unlikely event we end up in a legal dispute, it will be in a court in California, applying California law.
|5.1 Law and Forum for Legal Disputes
This Agreement or any claim, cause of action, or dispute (“claim”) arising out of or related to this Agreement shall be governed by the laws of the state of California regardless of your country of origin or where you access any of the Services, and notwithstanding (i) any conflicts of law principles that would apply the laws of any other jurisdiction, and (ii) the United Nations Convention for the International Sale of Goods. You and we agree that all claims arising out of or related to this Agreement must be resolved exclusively by a state or federal court located in Santa Clara County, California, except as otherwise agreed by the parties or as described in the paragraph below titled “Arbitration.” You and we irrevocably agree to submit to the personal jurisdiction of the courts located within Santa Clara County, California for the purpose of litigating all such claims, and the parties hereby waive the right to challenge the pre-selected jurisdiction for forum non conveniens or otherwise. Notwithstanding the above, you agree that we shall still be allowed to apply for injunctive remedies (or any equivalent type of urgent legal relief) in any jurisdiction.
|Each of us may choose arbitration.
For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost-effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, that party shall initiate such arbitration through an established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the arbitration shall be conducted by telephone, online, and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator shall be final and may be entered in any court of competent jurisdiction.
|6. General Terms
|Here are some important details about how to read this Agreement.
If any provision of this Agreement is found by a court of competent jurisdiction or arbitrator to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable and effective to the maximum extent possible in order to effect the intention of the provision; if a court or arbitrator finds the modified provision invalid, illegal, void or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement will not be affected in any way.
|6.3 Notices and Service of Process
You may contact us via mail or courier at:
ATTN: Chief Legal Officer
977 Commercial Street
Palo Alto, CA 94303 USA
with cc to:
Californians Dedicated to Education Foundation
Redwood City, CA 94063
provided that legal notices that you send via mail or courier must also be copied via email to LegalNotices@declara.com; that is, notice to by mail or courier alone, or by email alone, shall not be effective notice and shall be void. Any notices you send without compliance with this Section shall have no legal effect. Declara and CDEF accept service of process at their respective addresses above. You agree that we may notify you in any manner set forth in Section 2.10.
|This is the entire agreement between us on this subject.
|6.4 Entire Agreement
You agree that this Agreement constitutes the entire, complete, and exclusive agreement between you and Declara and CDEF regarding the Services and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy, or precedent, with respect to the subject matter of this Agreement. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other Services, third-party content, or third-party software.
|We may amend this Agreement.
|6.5 Amendments to this Agreement
We reserve the right to modify, update, add, or remove provisions of this Agreement by notifying you in any manner set forth in Section 2.10. By using any of the Services after we have changed this Agreement, you are agreeing to all the changes. If you do not agree with all of the changes, you must stop using the Services.
|Waivers by us must be in writing.
|6.6 No informal waivers, agreements, or representations
Our failure to act with respect to a breach of this Agreement by you or others does not waive our right to act with respect to that breach or subsequent similar or other breaches. Except as expressly and specifically contemplated by this Agreement, no representations, statements, consents, waivers, or other acts or omissions by any Affiliate or any Declara or CDEF referrer, sales promoter, reseller, distributor, or other representative of any sort, shall be deemed legally binding on us, unless documented in a physical writing signed by a duly appointed and authorized executive officer of Declara or CDEF (as applicable).
|You waive certain rights; we don’t.
|6.7 No Injunctive Relief
In no event shall you seek or be entitled to rescission, injunctive, or other equitable relief, or to enjoin or restrain the operation of any of the Services, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Services or any content or other material used or displayed through the Services.
|You can’t assign this Agreement; we can.
|6.9 Assignment and Delegation
You may not assign or delegate any rights or obligations under the Agreement. Any purported assignment and delegation shall be ineffective and void. We may freely assign or delegate all rights and obligations under the Agreement, fully or partially without notice to you. We may also substitute, by way of unilateral novation, effective upon notice to you pursuant to Section 2.10, Declara or CDEF for any third party that assumes our rights and obligations under this Agreement.
|You may have other rights.
|6.10 Potential Other Rights and Obligations
You may have rights or obligations under local law other than those enumerated here if you are located outside the United States.
|California users have additional rights under California law.||6.11 California Consumer Notice.
Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: The Services are provided by Declara, Inc. and CDEF. If you have a question or complaint regarding any of the Services, please contact us by writing to CUSTOMER SERVICE, Declara, Inc., 977 Commercial Street, Palo Alto, CA 94303 and to CDEF by writing CUSTOMER SERVICE, CDEF, 425 Broadway, Redwood City, CA 94063. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by post at 1625 North Market Blvd., Sacramento, CA 95834 or by telephone at (916) 445-1254 or (800) 952-5210 or Hearing Impaired at TDD (800) 326-2297 or TDD (916) 322-1700.