TERMS OF USE AGREEMENT FOR THE ENLIGHTENED COMMUNITY
Ellucian Company L.P. (“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 further acknowledge and agree to the following: • You are at least eighteen (18) years of age • You are a lawful permanent resident of the United States • You currently reside within the United States
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 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 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. 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 You are solely responsible to provide Ellucian with Your complete, true, and current account information and to keep Your account information accurate and up to date. You are solely responsible with regard to 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. 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. 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/ and applicable legislation. 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 communications and proposals in any form between You and Ellucian and its subsidiaries and/or affiliates. 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