PLEASE READ THIS TERMS OF USE AGREEMENT (“Agreement”) CAREFULLY. By accessing and using this, platform, portal, website, or mobile application (the “Platform”), you agree to be bound by the terms and conditions of this Agreement. This Agreement is a binding legal document between you (sometimes referred to as “you” or “your”) and [Dalton Education LLC] and its subsidiaries and affiliates (collectively referred to as “Company”, “us”, “our”, or “we”).
DO NOT ACCESS THE PLATFORM IF YOU DO NOT AGREE TO THESE TERMS OF USE.
- THE PURPOSE OF THIS PLATFORM. We offer this Platform to you as an informational tool only. The design and function of the Platform and its contents, such as information, questions, text, graphics, images, audio and video files, user help files, user interface, layout and presentation, data relating to your use of the Platform, and other material contained in the Platform ("Company Content") are for informational purposes only.
- REVISIONS TO THIS AGREEMENT. We may revise and update this Agreement from time to time without prior notice to you and will post the updated Agreement to the Platform. ANY CHANGES TO THIS AGREEMENT WILL APPLY IMMEDIATELY UPON POSTING. Any changes to this Agreement will not apply retroactively to events that occurred prior to such changes.
- YOUR LICENSE TO ACCESS THE PLATFORM AND CONTENT
- License Grant. Subject to the terms and conditions of this Agreement, Company hereby grants you a limited, nonexclusive, nontransferable right to access and use the Platform. Any use of the Platform in excess of this license is strictly prohibited and constitutes a violation of this Agreement, which may result in the termination of your right to access and use this Platform.
- License Limitations. Except as expressly permitted by the terms of this Agreement, you shall not
- copy, modify, adapt, translate, or otherwise create derivative works of the Platform, Company Content, or intellectual property or any software, services, or other technology of the third-party vendor(s) or hosting partner(s) who provide the infrastructure, hardware, software, networking, storage, and related technology required to operate and provide the Platform;
- store, distribute, post, upload, or transmit any media through the Platform that (i) is or is reasonably perceived to be unlawful, harmful, threatening, bullying, libelous, defamatory, obscene, harassing, racially or ethnically offensive, inciting hatred, or invasive of a person’s privacy; (ii) that facilitates or promotes illegal activity, violence, discrimination based on race, gender, color, religious, or philosophical belief, sexual orientation, disability or any other illegal activities; (iii) depicts or contains sexually explicit or pornographic images; and/or (iv) infringes the intellectual property rights of a third party;
- introduce any virus, worm, malware, spyware, Trojan horse, or other harmful or malicious code to the Platform;
- do anything that may negatively impact the Platform IT system or environment or availability of the Platform;
- attempt to duplicate, modify, copy, adapt, distribute, market, lease, create derivative works from, or resell the Platform (or any part of it including any of the software in or accessible through it);
- access and use the Platform in order to build a product or service competitive with the Platform;
- attempt to decompile, disassemble, reverse engineer, or otherwise reduce to human-perceivable form any part of the Platform (including any of the software in or accessible through it), or to discover or disclose the source code, methods, and concepts embodied in the Platform (including any of the software in or accessible through it) except as may be allowed by any applicable law notwithstanding contractual prohibition;
- alter, obscure, remove, conceal, or otherwise interfere with any markings on or in the Platform that refer to Company or its licensors or includes any trademarks or logos;
- circumvent or manipulate any of the restrictions or security-related features within the Platform; or
- engage in any deceptive, unfair or misleading practice, and/or in violation of applicable law.
- Acceptable Use of the Platform. You are responsible for the way in which you access and use the Platform and for any materials stored, posted or uploaded to, or distributed or transmitted through, the Platform by or on behalf of you. You shall use commercially reasonable efforts to prevent any unauthorized access to or use of the Platform and, in the event of any such unauthorized access or use, shall promptly notify Company. You shall comply with all applicable laws, regulations, rules, and codes with respect to your activities relating in any way to your use or exploitation of the Platform. Your access to this Platform is provided on a temporary basis with no guarantee for future availability. We reserve the right to withdraw or modify any content or services we provide on the Platform without notice.
- YOUR MATERIALS.Any information, comments, postings, text, images, messages, files, and/or other materials you post, transmit through, or link from the Platform (collectively, your “Material(s)”) are your sole responsibility. Under no circumstances will we be liable in any way for your Materials or for any loss or damage of any kind incurred as a result of the use of any of your Materials made available on the Platform. By uploading, transmitting, or posting your Materials, you grant to us a perpetual, nonexclusive, worldwide, royalty-free license to use, copy, print, display, reproduce, modify, edit, publish, post, transmit, and distribute your Materials in order to provide you with the services and functionality you have signed up for.
- OWNERSHIP.Other than your Materials, you acknowledge that the Platform, Company Content, and all intellectual property contained therein, including, but not limited to, text, works of authorship, software, music, sound, photographs, video, graphics, and third-party materials, is proprietary to Company and its licensors, and Company and its licensors retain exclusive ownership of the same throughout the world, including all related copyrights, trademarks, service marks, patents, trade secrets, or other intellectual property and proprietary rights thereto. Except for the limited express license granted to you under this Agreement, Company and its licensors retain all right, title, or interest in and to the Platform and Company Content.
- SYSTEM UNAVAILABILITY. There may be times when the Platform is unavailable due to technical errors or for maintenance and support activities. We do not represent, warrant, or guarantee that the Platform will always be available or is completely free of human or technological errors.
- ERRORS. The Platform may contain typographical mistakes, inaccuracies, or omissions, and some information may not be complete or current. We expressly reserve the right to correct any errors, inaccuracies, or omissions and to change or update information at any time without prior notice. We do not make any representation or warranty concerning errors, omissions, delays, or defects in the Platform or any information supplied to you via the Platform, or that files available through Platform are free of viruses, worms, Trojan horses, or other code that include or manifest contaminating or destructive characteristics.
- COMPATIBILITY. You must provide the equipment and internet connections necessary to access the Platform at your own expense. We do not guarantee that the Platform will operate with your computer, Mobile Device, internet service plans, or Mobile Provider service plans or with any particular computer or other piece of hardware, software, equipment, or device you install on or used with your computer.
- NO GUARANTEES. THE PLATFORM AND THE COMPANY CONTENT (COLLECTIVELY, THE “SYSTEM”) ARE PROVIDED “AS IS”. WE DO NOT WARRANT OR MAKE ANY PROMISES REGARDING THE CORRECTNESS, USEFULNESS, ACCURACY, AVAILABILITY, OR RELIABILITY OF (I) YOUR USE OR THE RESULTS OF YOUR USE OF THE SYSTEM; (II) ANY ADVICE YOU GLEAN FROM THE SYSTEM; OR (III) ANY CONTENT, PRODUCTS, OR SERVICES AVAILABLE THROUGH THE SYSTEM. WE DO NOT PROMISE THAT THE SYSTEM WILL BE UNINTERRUPTED OR WILL BE ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED. THERE IS NO WARRANTY OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF TITLE, MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. NO ADDITIONAL STATEMENTS OUTSIDE THE TERMS OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE, WHETHER MADE BY OUR EMPLOYEES OR OTHERWISE, IS A WARRANTY OR PROMISE BY US, AND WE HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY SUCH STATEMENTS. WE WILL HAVE NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MISDELIVERY, OR FAILURE TO STORE ANY COMMUNICATION OR CONTENT.
- COMPANY IS NOT LIABLE TO YOU FOR YOUR USE OF PLATFORM. We are not responsible for any damages to you or anyone filing suit on your behalf for any reason. COMPANY AND ITS SUPPLIERS, LICENSORS, PARENT, OR AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ASSIGNEES OR SUCCESSORS-IN-INTEREST, WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES, CLAIMS, DEMANDS, LOST PROFITS, OR CAUSES OF ACTION, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE, RELATING TO THIS AGREEMENT, YOUR USE OF THE SYSTEM OR ANY INFORMATION YOU OBTAIN ON IT, OR ANY OTHER INTERACTION WITH THE SYSTEM AND YOU VOLUNTARILY AND UNEQUIVOCALLY WAIVE ANY LIABILITY OF COMPANY.
IN ANY EVENT, THE MAXIMUM TOTAL LIABILITY OF COMPANY, ITS SUPPLIERS, LICENSORS, PARENT, OR AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND ASSIGNEES OR SUCCESSORS-IN-INTEREST, FOR ANY CLAIM WHATSOEVER RELATING IN ANY WAY TO THIS AGREEMENT, INCLUDING CLAIMS FOR BREACH OF CONTRACT, TORT (INCLUDING, NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, AND YOUR SOLE REMEDY SHALL BE AN AWARD FOR DIRECT, PROVABLE DAMAGES NOT TO EXCEED THE AMOUNT YOU PAID TO COMPANY TO ACCESS THE PLATFORM. - INDEMNIFICATION.YOU WILL HOLD HARMLESS, INDEMNIFY, AND DEFEND COMPANY, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES (COLLECTIVELY, “COMPANY PARTIES”) FROM AND AGAINST ANY AND ALL CLAIMS (INCLUDING ANY AND ALL LIABILITIES, DAMAGES, LOSSES, COSTS, EXPENSES, AND REASONABLE ATTORNEYS’ FEES ARISING THEREFROM) RELATING TO ANY ACTION OR PROCEEDING BROUGHT BY A THIRD PARTY AGAINST ANY ONE OR MORE OF THE COMPANY PARTIES (I) ALLEGING INJURY, DAMAGE, OR LOSS RESULTING FROM YOUR USE OF THE SYSTEM; (II) ALLEGING THAT YOUR MATERIALS INFRINGE A COPYRIGHT, PATENT, OR TRADEMARK OR MISAPPROPRIATES A TRADE SECRET OF A THIRD PARTY; (III) RELATED TO ANY ACT OR OMISSION BY YOU THAT IS A BREACH OF YOUR OBLIGATIONS UNDER THIS AGREEMENT; AND (IV) YOUR USE OF INFORMATION OR RESULTS OBTAINED THROUGH THE PLATFORM.
You will have the right to defend and compromise such claim at your expense for the benefit of the Company Parties; provided, however, you will not have the right to obligate the Company Parties in any respect in connection with any such settlement without the written consent of the indemnified party. Notwithstanding the foregoing, if you fail to assume your obligation to defend, the Company Parties may do so to protect their interests, and you will reimburse all costs incurred by the Company Parties in connection with such defense. - GOVERNING LAW. This Agreement will be governed by the laws of the State of Georgia, USA without regard to the conflict of laws principles thereof. If any dispute, controversy, or claim cannot be resolved by a good faith discussion between the parties, then it shall be submitted for resolution to a state or Federal court or competent jurisdiction in Fulton County, Georgia, and the parties hereby agree to submit to the jurisdiction and venue of such court.