TERMS OF USE AGREEMENT
FOR THE ENLIGHTENED COMMUNITY
Ellucian Company LLC (“Ellucian” or the “Company”) created the EnlightenED
Community to provide a forum where students at institutions using Ellucian software
and/or services (You or Your) and Ellucian software experts, developers, sales and
marketing professionals, and other interested parties (each, a User and
collectively, Users) may share information and engage in conversation threads and
collaborate around Ellucian’s products and services. “Services” is defined as the
EnlightenED Community, Content (defined in Section 6), and any forums, wikis, blogs
or services provided on the EnlightenED Community website.
Every User of the EnlightenED Community agrees to abide by these Terms of Use
(“TOU”) and is responsible for any violations. By accessing or using the Services,
You accept and agree to abide by the TOU. If You do not agree to the terms of this
TOU, You must not attempt to access or use the Services without a separate
written acknowledgement from Ellucian permitting Your use. You agree to review
the TOU on a regular basis and always be in compliance.
You must be at least eighteen (18) years of age to participate in the EnlightenED
Community.
1. Acceptance of Terms
Unless otherwise agreed to in a separate signed writing, Your access and use of the
Services are subject to (a) this TOU and (b) the Acceptable Use Policy attached hereto
as ATTACHMENT 1 (the AUP). Additionally, Your use of the Services may be subject
to additional disclaimers, legal notices, “click-thru” agreements, or other legal
agreements required by third party vendors (Third Party Vendors) or that are
solution-specific as related to Ellucian products (collectively, Additional Legal
Terms), which may be posted on the Services or otherwise agreed by You and
Ellucian where applicable. This TOU and the applicable Additional Legal Terms
(together Controlling Terms) form a legally binding agreement between You and
Ellucian regarding Your access and use of the Services. Whenever there is a conflict
between the terms in this TOU and the Additional Legal Terms, the terms in the
Additional Legal Terms shall control.
2. Changes, Notices and Termination
Ellucian reserves the right to update the TOU, and your continued use of the
EnlightenED Community following any such modification constitutes your
agreement to follow and be bound by these TOU as modified. Your access and use of
the Services means that You agree to the Controlling Terms then in effect. In the
event You are in material breach of these TOU, Ellucian may, at its sole discretion,
suspend or terminate Your account and refuse You any current or future use of the
Services and/or deny you any rewards associated with your participation in the
EnlightenED Community. Ellucian may remove any submission posted on the
Services at Ellucian’s sole discretion. Ellucian shall not be liable to You, Your
Institution or any third party for any termination or change to the Services and its
Content. If you submit any information that is confidential or proprietary of a third
party without that third party's permission, or, if you transmit or upload anything that
is intended to infect, corrupt or otherwise disrupt the operation of the Services or any
other User’s computer system, or if you transmit or upload anything in violation of
applicable export and import laws, Ellucian may report you to the relevant authorities
to ensure you are held accountable to the fullest extent of applicable laws.
3. Confidential Information
A. The Services are intended to be a public forum with respect to authorized Users
and, subject to Section 4, below, You agree not to provide Ellucian or other Users with
any confidential or proprietary information that You or the owner of the information
do not intend to become public information. Any Content that You send or upload to
the Services will be deemed NOT confidential or proprietary, and You expressly agree
that You waive any trade secret or other confidentiality rights with respect to such
uploaded Content. Ellucian shall not be liable for the disclosure of any confidential
information that is shared on the Services.
B. As used herein, Confidential Information means non-public information of
Ellucian or its third party vendors, including all trade secrets and other information or
Services which Ellucian or third parties protect against unrestricted disclosure to
others which is either labeled Confidential, accessed through a restricted area of the
Services, pursuant to software downloads, or reasonably identifiable as confidential
based on the type of information and the manner of its disclosure. Confidential
Information does not include information that: (i) is or becomes known to the public
without fault or breach of You; (ii) Ellucian or its third party vendors regularly disclose
to third parties without restriction on disclosure; (iii) You obtain from a third party
without restriction on disclosure and without breach of a non-disclosure obligation;
or (iv) is independently developed by You without use of or reference to any
Confidential Information of Ellucian.
Except as otherwise permitted under this TOU, You will not disclose to any third
party, or make any use of the Discloser’s Confidential Information.
C. If You are required to disclose any or all of the Confidential Information pursuant
to the requirements of applicable law (including without limitation pursuant to
applicable public records disclosure laws), a judicial or governmental request,
requirement or order or otherwise, You will notify Ellucian in writing promptly as
permitted by applicable law to allow Ellucian to object to such request, and You will
take reasonable steps to cooperate with and assist Ellucian in contesting such
request, requirement or order prior to disclosure. In this regard, You agree to rely
upon any and all intellectual property (including exceptions for trade secret and/or
financially sensitive information) or other applicable exceptions or exemptions to
the public records disclosure laws when seeking to protect Ellucian’s Confidential
Information from disclosure.
ALL UPLOADS AND POSTINGS BY YOU INTO THE SERVICES, WHETHER INTO A
PUBLIC FORUM OR PRIVATE FORUM, SHALL BE AT YOUR OWN RISK AND
ELLUCIAN TAKES NO RESPONSIBILITY FOR THE USE OR MISUSE OF ANY SUCH
UPLOADED AND POSTED INFORMATION BY ANY OTHER USER OF THE SERVICES.
4. Your Information, Privacy, and Data Protection
A. You are solely responsible for providing Ellucian with Your complete, true, and
current account information and to keep Your account information accurate and up
to date. You are solely responsible for the usage and security of Your password and
any activities that occur under Your account. You shall not use the account of anyone
else at any time.
B. You acknowledge that because Ellucian is a global company, Your information
(including personal information to extent provided by You) and utilization data may
be monitored, collected, stored, processed, shared in the United States or any other
country in which Ellucian and its affiliates and agents maintain facilities or personnel
and used by Ellucian or a third party vendor (i) in order to permit your use of the
Services; (ii) as needed to improve Services, (iii) as necessary to provide Services; and
(iv) for our business purposes, such as data analysis, audits, fraud monitoring and
prevention, developing new products, services and offerings, enhancing, improving
or modifying our products and services, and operating and expanding our business
activities.
C. You further acknowledge that Ellucian may use, store, process, modify, reproduce,
display, perform, distribute, disclose and otherwise exploit in any manner Aggregated
Data for Ellucian’s business purposes, including disclosure within its public
statements and marketing materials describing and/or promoting Ellucian and/or the
software. “Aggregated Data” means any data obtained or generated by Ellucian,
including data pertaining to the Services, Ellucian’s systems and software, and the
use of any of the foregoing, and includes data derived from customer data, which in
all instances (i) relates to a group or category of users, and (ii) does not identify or is
linkable to any individual or household. Aggregated Data includes data that has been
combined into databases which include third party data. Ellucian will process all
personal data in accordance with the “Ellucian Privacy Statement” available
at https://www.ellucian.com/Privacy/, which describes in detail what types of data
Ellucian collects, the permitted uses, and Your rights with respect to Your personal
data; and applicable legislation.
D. In addition, the privacy policy of each applicable Third Party Vendor shall control
each Third Party Vendor’s treatment of Your User information. In addition to the uses
and disclosures set forth in these TOU and the Ellucian Privacy Statement, You agree
that Ellucian may access, preserve and disclose Your account information, and/or
Your Content if required to do so by law or to: (i) comply with a legal process; (ii)
respond to claims that any Content violates the rights of third parties or (iii) protect
the rights, property or personal safety of Ellucian, Users, and the public.
5. Copyright Policy
Unauthorized copying, distribution, modification, public display, or public
performance of copyrighted works may infringe the copyright holder’s rights. You
agree that You will not use the Services to infringe the Intellectual Property Rights of
Ellucian or others in any way. You will not remove, overprint or deface any notice of
copyright, trademark, logo, legend, or other notice of ownership from any originals or
copies of Ellucian Software, third party software, or any Content accessed on the
Services. As used herein, Intellectual Property Rights means patents of any type,
design rights, utility models or other similar invention rights, copyrights, trademarks,
service marks, trade secret or confidentiality rights, and any other intangible property
rights including applications for any of the foregoing, in any country, arising under
statutory or common law or by contract and whether or not perfected, now existing
or hereafter filed, issued, or acquired.
Ellucian may, in appropriate circumstances and at its discretion, terminate the
access/accounts of Users who infringe the Intellectual Property Rights of others. If
You believe that Your work has been copied in a way that constitutes copyright
infringement or any other violation of Your rights, please provide Ellucian's Copyright
Agent the following information:
a) an electronic or physical signature of the person authorized to act on behalf
of the owner of the copyright interest;
b) a description of the copyrighted work that You claim has been infringed or
material which otherwise violates Your rights;
c) a description of where the material that You claim is infringing/violating is
located on the site;
d) Your address, telephone number, and email address;
e) a statement by You that You have a good faith belief that the disputed use
is not authorized by the copyright owner, its agent, or the law; and
f) a statement by You, made under penalty of perjury, that the above
information in Your Notice is accurate and that You are the copyright owner
or authorized to act on the copyright owner's behalf.
For notice of claims of copyright infringement on the Services, You can reach
Ellucian's Copyright Agent as follows:
Copyright Agent
Chief Legal Officer
Ellucian Company L.P.
4 Country View Road, Malvern, PA 19355
ask.legal@ellucian.com
6. Responsibility for Links and Content
The Services may contain links to external websites and information provided on
such external websites by Ellucian partners and third-party service providers. Ellucian
shall not be responsible for the content of any linked website, or any changes or
updates to such sites, nor shall Ellucian be responsible for the privacy practices or
Terms of any Third Party Vendor. You further agree that Ellucian shall not be directly
or indirectly responsible or liable for any damage or loss caused or alleged to be
caused by or in connection with Your use of or reliance on any content, goods or
services available on or through any such linked website or the Services. Any product
information or documentation, software downloads, training, community forums,
article, information, graphics, image, marketing material, video, photograph,
message, or posting to any forum, wiki, or blog on the Services (any Content),
whether publicly posted or privately transmitted, is the sole responsibility of the
person or entity providing the Content. Ellucian is not responsible for the privacy
practices, content or Third Party Vendor terms.
7. Intellectual Property Rights; License Grant
Ellucian grants You a limited, non-exclusive, non-transferable, freely revocable
license to use the Services for Your own internal and non-commercial use. Subject
to any licenses You grant to Ellucian pursuant to this TOU, and except as otherwise
agreed between You and Ellucian, You shall retain ownership of all Intellectual
Property Rights in and to the Content provided by You on the Services to the extent
You are the owner or holder of the Intellectual Property Rights. All Intellectual
Proprietary Rights to any Ellucian Software and the Services shall remain with
Ellucian.
The Services are intended to benefit the Users, and to facilitate Ellucian’s ability to
improve Ellucian’s products and services for the Ellucian user community generally.
To help facilitate this intention, You agree that, by transmitting or uploading Content
to the Services You grant Ellucian a perpetual, unlimited, irrevocable, royalty-free,
worldwide license to use, reproduce, adapt, modify, distribute, license, and create
derivative works of the Content. You represent and warrant to Ellucian that You
have the right, title, and/or authority to grant such license to Ellucian. You
acknowledge that the license rights You grant to Ellucian survive termination of
this TOU and Your account.
If Ellucian elects to post or publish the Content, Ellucian may in its sole discretion
elect to withdraw the posted or published information for any reason and without
notice. Similarly, You are under no obligation to post any Content on the Services. You
and Ellucian agree that comments or information posted in the Services (Postings,
and the person or entity making such Posting being the Posting Person) will not be
used for marketing or advertising purposes without explicit written permission from
the Posting Person.
8. International Use and Export Compliance Prohibited Content related to
Encryption
Access and use of the Services, its Content, software and any related services are
subject to the export and import laws of the United States and other countries. You
may not access, post, download, use or export the Content or the Services or any
other part of the Services in violation of U.S. export laws or regulations (including
without limitation the Export Administration Regulations (“EAR”) of the U.S.
Commerce Department’s Bureau of Industry and Security; the International Traffic in
Arms Regulations (“ITAR”) of the U.S. State Department’s Directorate of Defense
Trade Controls, and the economic sanctions regulations of the U.S. Treasury
Department’s Office of Foreign Assets Control (“OFAC”), or in violation of any other
applicable laws or regulations. In this regard, you understand and agree that the
posting of any Content to or transmitting Content from the Services may constitute,
without limitation, an export of such Content outside the United States, and an import
of the Content into another jurisdiction. As such, you represent and agree that any
submission by you, in its then-current form when posted or otherwise contributed to
the Services, is: (1) lawfully exportable outside the United States (and every other
applicable jurisdiction, as applicable); and (2) lawfully importable into every other
applicable jurisdiction without any further action by anyone. Without limitation, this
means that prior to your submission to Customer Center, you have obtained all
necessary consents and approvals including, if necessary, a validated export license
from the Office of Export Administration within the U.S. Department of Commerce
and such other appropriate United States governmental authorities and any other
applicable jurisdiction.
9. Exclusion of Warranties
The Services are being provided to You AS IS. To the fullest extent allowable by law,
Ellucian does not guarantee or warrant any features or qualities of the Services or
give any undertaking with regard to any other quality. Statements and explanations
on the Services in promotional material or on the Services and in the documentation
are made for explanatory purposes only; they are not meant to constitute any
guarantee or warranty of certain features. No warranty or undertaking shall be
implied by a User from any published Ellucian description of or advertisement except
to the extent Ellucian has expressly confirmed such warranty or undertaking by a
separate written agreement.
Ellucian does not represent or endorse the accuracy or reliability of any: (i) links to
web pages of third parties, or the information, products or services obtainable on
such web pages; or (ii) information provided by third parties on the EnlightenED
Community website. Ellucian will not permanently control and/or review the linked
web pages and the information provided by third parties. Ellucian shall not be liable
for damages caused by the use of third-party Content and/or information.
10. Limitation of Liability; EXCLUSIVE REMEDIES
TO THE EXTENT ALLOWABLE BY APPLICABLE LAW, ELLUCIAN AND ITS
AFFILIATES, SUBSIDIARIES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND
LICENSORS ARE NOT LIABLE TO ANY USER FOR ANY DIRECT, INDIRECT,
INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES
INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE,
GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF ELLUCIAN HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), HOWEVER CAUSED,
WHETHER IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, RESULTING
FROM OR RELATING TO: (I) THE USE OR THE INABILITY TO USE THE
SERVICES/ELLUMINATION COMMUNITY AND ITS CONTENT; (II) THE COST OF
PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES ARISING OUT OF YOUR
USE OR INABILITY TO USE ANY CONTENT OBTAINED DURING TRANSACTIONS
CONDUCTED ON THE ELLUMINATION COMMUNITY; (III) UNAUTHORIZED ACCESS
TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS,
MESSAGES, OR CONDUCT OF ANY THIRD PARTY ON THE ELLUMINATION
COMMUNITY; OR (V) ANY OTHER MATTER RELATING TO THE ELLUMINATION
COMMUNITY OR ITS CONTENT. YOUR SOLE REMEDY AND ELLUCIAN’S SOLE
OBLIGATION WITH RESPECT TO ANY CLAIM, DISPUTE OR DISSATISFACTION
WITH (1) THE SERVICES; (2) ANY PROVISION IN THIS TOU; (3) ANY POLICY OR
PRACTICE OF ELLUCIAN; OR (4) ANY CONTENT ON THE SERVICES, IS TO
TERMINATE THIS TOU AND YOUR ACCOUNT. YOU MAY TERMINATE THIS TOU AS
IT APPLIES TO YOU AT ANY TIME BY NOTIFYING ELLUCIAN VIA EMAIL
TO csenablement@ellucian.com AND DISCONTINUING ALL USE OF THE SERVICES
AND ITS CONTENT.
11. Indemnity
Except to the extent You are expressly prohibited from assuming an indemnity
obligation under applicable law, You agree to indemnify and hold Ellucian, its affiliates,
subsidiaries, officers, agents, partners, employees, and licensors harmless from any
claim or demand, including reasonable attorneys fees, made by any third party due to
or arising out of Your Content or Your usage of the Services or its Content, Your
breach of this TOU, or Your alleged violation of any other rights of a third party.
12. Survival
Upon termination of these TOU or Your account, any provision which, by its nature or
express terms should survive, will survive termination. Without limitation, Your
confidentiality obligations hereunder shall survive termination of Your account. Upon
any termination of Your account, or Ellucian’s written request, You must cease use of
Confidential Information and/or Content and return or destroy all Confidential
Information in Your possession or control.
13. Waiver and Severability
The failure of Ellucian to exercise or enforce any right or provision of this TOU shall
not constitute a waiver of such right or provision. To the extent that any provision in
this TOU shall be found to be unenforceable, such provision shall be modified in such
a manner so as to make these TOU as modified, legal and enforceable under
applicable laws and the balance of the provisions of these TOU shall not be affected
thereby.
14. Applicable Law and Integration
The laws of the Commonwealth of Pennsylvania, USA, will govern these TOU without
giving effect to any principles of conflicts of laws. You also agree to comply with all
laws from the country in which You reside that are applicable to the transmission of
data on the internet, including, but not limited to, laws governing the use of encryption
and laws governing the transmission of data across international boundaries, into
prohibited countries, and containing personally identifiable information. Unless
otherwise specified herein, this TOU (including the AUP) constitute the entire
agreement between You and Ellucian, superseding any prior or contemporaneous
© 2024 Ellucian. All Rights Reserved - Confidential
ATTACHMENT 1
ACCEPTABLE USE POLICY
This acceptable use policy contains legally binding terms applicable to your use of
the services, content, third party vendor content and services.
General. This Acceptable Use Policy ("AUP"), including without limitation the
following list of prohibited uses described in Section 3 hereof (“Prohibited Uses”),
governs the use of the Services related to Your use of the EnlightenED Community
(“Services” is as defined in the Terms Of Use Agreement For The EnlightenED
Community) as made available by Ellucian and/or its suppliers, affiliated companies,
and subsidiaries ("Ellucian"). This AUP is an integral part of your agreement with
Ellucian and incorporated by reference into the terms pursuant to which we provide
you the right to access and use our Services. The purpose of this AUP is to ensure
that your use of our Services is in compliance with applicable laws, rules and
regulations.
User Conduct. This AUP is intended to protect the Services, employees, and
customers of Ellucian, and any end-users from improper, inappropriate, abusive or
illegal activity. The prohibited uses described in Section 3 below are intended as
general guidelines regarding improper and inappropriate conduct and should not be
interpreted as an exhaustive list.
Prohibited Uses.
3.1 The Services may not be used for any of the following purposes:
a) Transmission, distribution, retrieval, or storage of any data or other material
in violation of any applicable law or regulation. This prohibition includes,
without limitation, material protected by copyright, trademark, trade secret
or other intellectual property right used without proper authorization, and
material that is obscene, defamatory, constitutes an illegal threat, or
violates export control laws.
b) Sending Unsolicited Bulk Email (“UBE” or “spam”). The sending of any form
of UBE through the Solution or Services advertising a website, landing
page, email address or utilizing any Ellucian resources, is prohibited.
c) Solicitation of a customer from, or to collect replies to messages sent from,
another Internet Service Provider where those messages violate this AUP
or terms of service of any such provider.
d) Running Unconfirmed Mailing Lists. Subscribing email addresses to any
mailing list without the express and verifiable permission of the email
address owner is prohibited. All mailing lists run by Ellucian customers
must be closed-loop (“Confirmed Opt-in”). The subscription confirmation
message received from each address owner must be kept on file for the
duration of the existence of the mailing list.
e) Promoting or marketing a user’s business or expertise to other Services
users for the express or implied purpose of gaining new customers
3.2 The Services may not be used to violate system or network security; such
behavior may result in criminal or civil liability. You may not engage in, nor facilitate,
without limitation, the following activities:
a) publish, upload, post, email, transmit, or otherwise make available any
Content that (i) You do not have the right to make available (ii) is unlawful,
harmful, vulgar, abusive, obscene, hateful, sexually explicit or gratuitous, or
discriminatory, could be considered harassing , or is otherwise
inappropriate ; (iii) infringes any Intellectual Property Rights of any party, (iv)
includes any unsolicited or unauthorized advertising, promotional
materials, surveys, junk mail, spamming, chain letters, or any other form of
solicitation, commercial or otherwise, or (v) contains a software virus,
Trojan horse, worm, time bomb, corrupted file, or any other computer file or
software designed to interrupt, destroy, damage, or limit the functionality
of any computer hardware, software, or other property;
b) defame, harass, abuse, stalk, threaten, bully, or violate the legal rights of
others such as rights of privacy and publicity;
c) impersonate any person or entity, including, but not limited to, an Ellucian
official, Ellucian employee, or any other third party, or falsely state or
otherwise misrepresent Your affiliation with a person or entity;
d) forge email headers or otherwise manipulate identifiers in order to disguise
the origin of any Content transmitted through the Services;
e) download any file or Content posted by another user that You know, or
reasonably should know, should not be legally reproduced, displayed,
performed and/or distributed in such manner;
f) interfere with or disrupt the Services, servers, or networks which support
the Services, or disobey any requirements, procedures, policies or
regulations of networks connected to the Services;
g) violate any applicable local, state, national, or international law and any
regulations;
h) harvest, collect, or store personal information or data of other Users
without the consent of the person identified (including, without limitation,
phishing, Internet scamming, password robbery, spidering, and
harvesting).
i) gain unauthorized access to, or attempting to compromise the normal
functioning, operation or security of any network, system, computing
facility, equipment, data, or information.
j) monitor any data, information or communications on any network or
system not owned by You without authorization.
k) gain unauthorized access to the user accounts or passwords of other users
of any system or network.
l) Attempt to intercept, redirect, or otherwise interfere with communications
intended for others.
m) upload and store information protected under the privacy or security
regulations issued pursuant to the Health Insurance Portability and
Accountability Act of 1996 or subject to the Health Information Technology
for Economic and Clinical Health Act.
n) upload drivers’ license numbers, passport numbers, social security, tax ID
or similar numbers, bank, checking, credit card, debit card, financial, or other
personal account numbers, and financial or health information.
o) load testing, probing, scanning, penetration, or vulnerability testing of the
Customer Center or environment.
3.3 You may not use the Services if You are under eighteen (18) years of age.
Your Responsibilities
If violations of the AUP occur, we reserve the right to suspend the Services or take
action to stop the offending action from violating the AUP as Ellucian deems
appropriate.
Cooperation with Investigations
Ellucian will cooperate with appropriate law enforcement and other governmental
agencies and other parties involved in investigating claims of illegal or inappropriate
activity, and shall have no liability to You, Your Institution, or any third party for any
actions taken in connection with such cooperation. You agree to reasonably assist us
in these matters when requested.
Notification of Violation
If you become aware of any violation of this AUP by any person, including end-users
or third parties, you must immediately notify Ellucian via email at
ask.legal@ellucian.com.
Contact Us
If you have questions or concerns related to this AUP please contact Ellucian as
follows:
Attn: General Counsel
Ellucian Company L.P.
4 Country View Road
Malvern, PA 19355
ask.legal@ellucian.com