These Terms apply to all visitors, users and others who access or use the website or Service and constitute the entire agreement between you and us. There may be times when we offer a website, service or product that has its own written terms and conditions that apply in addition to these Terms ("Additional Terms"). In those cases, the Additional Terms will supercede to the extent there is a conflict with these Terms, unless the Additional Terms state otherwise. The headings used in these Terms are included for convenience only and will not limit or otherwise affect these Terms.
THESE TERMS CONTAIN WARRANTY DISCLAIMERS AND OTHER PROVISIONS THAT LIMIT OUR POTENTIAL LIABILITY TO YOU. PLEASE READ THESE TERMS IN THEIR ENTIRETY.
By accessing or using the website or Service, you agree to be bound by these Terms. If you disagree with any part of these Terms then you may not access the website or Service.
Unless explicitly stated otherwise, any new features that augment or enhance the current Service, including new releases, shall be subject to these or other applicable Terms. You also understand and acknowledge that IMS may modify, terminate, suspend, or otherwise adjust any and all functions, features, options, utilities, tools or other aspects of the Service at any time without prior notice to you. You understand and agree that the Service is provided "AS-IS" and that IMS assumes no responsibility for, among other things, availability, timeliness, deletion, failure to store any user data or communications or personalization settings, or changes to the Service IMS may make from time to time. You are responsible for obtaining access to the Service, and that access may involve third-party fees (such as Internet service provider or airtime charges) or IMS Global Learning Consortium, Inc. membership. In addition, you must provide and are responsible for all equipment necessary to access the Service.
You acknowledge and agree that the Service, any LTI Advantage Reference Implementation and LTI Insights software (“LTI Software”) and any other necessary software provided in connection with the Service contains proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content contained or information presented to you through the Service is or may be protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly permitted by applicable law or authorized by IMS, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the LTI Software or other software or materials, in whole or in part.
IMS Global Learning Consortium logos and product and service names are or may be trademarks of 1EdTech Foundation or IMS Global Learning Consortium, Inc. (the "IMS/1EdTech Marks"). You agree not to display or use in any manner the IMS/1EdTech Marks without IMS/1EdTech’s prior written consent.
By submitting ideas, suggestions, documents, and/or proposals ("Contributions") to IMS through its suggestion, feedback or support web pages or otherwise, you acknowledge and agree that: (a) your Contributions do not contain confidential or proprietary information; (b) IMS is not under any obligation of confidentiality, express or implied, with respect to the Contributions; (c) IMS 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) IMS may have something similar to the Contributions already under consideration or in development; (e) your Contributions automatically become the property of IMS without any obligation of IMS to you; and (f) you are not entitled to any compensation or reimbursement of any kind from IMS under any circumstances.
YOUR USE OF THE SERVICE
IMS does not claim ownership of Content you submit or that you make available for inclusion on the Service. However, with respect to Content you submit or make available for inclusion on publicly accessible areas of the Service, you grant to IMS and all users of the Service a worldwide, royalty-free and non-exclusive, perpetual, irrevocable and fully sublicensable license to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and publicly display such Content (in whole or in part) and to incorporate such Content into other works in any format or medium now known or later developed.
Additionally, with respect to Content you submit or make available for inclusion on publicly accessible areas of the Services, you represent and warrant that: (a) you have the right to grant such license and make such Content available to IMS and its licensees, including users of the Service; (b) none of the Content you provide contains any data or information that is confidential, non-public, owned by or otherwise proprietary to a third party, not in the public domain or otherwise restricted or protected from use by any individual, entity or other party for any use by a third party; and(c) neither the delivery to nor use by IMS or its licensees, including users of the Service, of such content shall violate or infringe the rights of any third party.
You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Content originated. This means that you, and not IMS, are entirely responsible for all Content that you upload, download, post, email, transmit or otherwise make available or use via the Service.
You acknowledge, consent and agree that IMS may access, preserve and disclose your account information and Content if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the Terms; (c) respond to claims that any Content violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of IMS, its users and the public.
You understand that the technical processing and transmission of the Service, including your Content, may involve: (a) transmissions over various networks, and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
The Service may provide, or third parties may provide, links to other web sites or resources. Because IMS has no control over such sites and resources, you acknowledge and agree that IMS is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that IMS shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.
You acknowledge that IMS may establish general practices and limits concerning use of the Service, including without limitation the maximum number of days that Content will be retained by the Service, the maximum size of any or all Content files, the maximum disk space that will be allotted on IMS's servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Service in a given period of time, and/or any other condition of the Service. You agree that IMS has no responsibility or liability for the deletion or failure to store any Content, messages and other communications or other materials or Content maintained or transmitted by the Service.
DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (A) YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK, THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND IMS AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT; (B) IMS AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SERVICE WILL BE CORRECTED; (C) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL; AND (D) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM IMS OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS. YOU MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, TO THE FULL EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE MINIMUM PERIOD ALLOWED BY LAW.
LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT IMS AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF IMS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH, FROM OR AS A RESULT OF THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN THIS PARAGRAPH MAY NOT APPLY TO YOU.
You agree to indemnify and hold IMS and its subsidiaries, affiliates, officers, agents, employees, partners and licensors harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of: (a) Content you submit, post, transmit or otherwise make available through the Service; (b) your use of the Service; (c) your connection to the Service; (d) your violation of the Terms; or (e) your violation of any third party’s rights.
You agree that IMS may, under any circumstances and without prior notice, immediately terminate your account, and access to the Service and/or any and all Content or materials. Cause for such termination shall include, but not be limited to: (a) breaches or violations of the Terms or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you (self-requested account deletions), (d) discontinuance or material modification to the Service (or any part thereof), (e) unexpected technical or security issues or problems, (f) extended periods of inactivity, (g) engagement by you in fraudulent or illegal activities, and/or (h) nonpayment of any fees owed by you in connection with the Services. IMS may also terminate this Agreement, your account, access to the Service and/or any and all Content or materials for any reason or no reason whatsoever. Termination of your IMS account includes: (a) removal of access to all offerings within the Service, (b) deletion of your password and all related information, files and content associated with or inside your account (or any part thereof), and (c) barring of further use of the Service. Further, you agree that all terminations shall be made in IMS's sole discretion and that IMS shall not be liable to you or any third party for any termination of your account, any associated email address, or access to the Service or Content.
These Terms constitute the entire agreement between you and IMS concerning your use of the Service, superseding any prior agreements between you and IMS with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other IMS services or LTI Reference Implementation or LTI Insights Software, affiliate services, third-party content or third-party software. The Terms and the relationship between you and IMS shall be governed by the laws of the State of Massachusetts without regard to its conflict of law provisions. You and IMS agree to submit to the personal and exclusive jurisdiction of the courts located within the city of Boston, Massachusetts. The failure of IMS to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect. The section titles in the Terms are for convenience only and have no legal or contractual effect.
These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any) and/or by prominently posting notice of the changes on our site. Any changes to these Terms will be effective no later than thirty (30) calendar days following our posting of notice of the changes on our Site. Continued use of our Service following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
YOUR REGISTRATION OBLIGATIONS
In consideration of your use of the Service, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. In order to access or use certain Services, you may be required to provide certain information about yourself ("Registration Data") as part of the registration process for the Service, or as part of your continued use of the Services. You also agree to: (a) provide true, accurate, current and complete Registration Data as prompted or requested by the Service and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You understand and agree that the Service may include certain communications from IMS, such as service announcements and administrative messages, and that you may not be able to opt out of receiving them. If you provide any information that is untrue, inaccurate, not current or incomplete, or IMS has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, IMS has the right to suspend or terminate your account, prevent your access to any or all portion of the Services and or Content (or other users' access to your Content) and refuse any and all current or future use of the Service (or any portion thereof) or Content. You certify that you are at least 18 years old; if you are not, you may not register for or use the Service.
ACCOUNT, PASSWORD AND SECURITY
As part of your use of the Service, you may receive a password and account designation upon completing the Service's registration process. You are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur under your password or account. You agree to: (a) immediately notify IMS of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. IMS cannot and will not be liable for any loss or damage arising from your failure to properly safeguard your account or password. You have sole responsibility for adequate protection and backup of Content of any type that you upload to, download from or otherwise create or use with, the Service, and/or equipment you use in connection with the Service.
OFFERINGS AND FEES
The Service may be available to you with or without charge. Access to certain features, functions, and/or full or partial portions of the Service may require payment. You may also be provided "trial", "demo", "beta" or other limited-functionality or limited-access versions of the Service and/or its parts with or without charge. In addition to any fees required to access certain features, capabilities, functions or services offered through or by the Service ("Charged Offerings"), you are responsible for paying all applicable taxes (including, but not limited to those we are not required to collect) and for all third party hardware, software, service and/or other costs you may incur in order to access the Service and your account. Neither these Terms nor your account entitle you to any subsequent releases of the Services, nor to any for-pay features, products, capabilities, features, upgrades or services offered, distributed or made available through the Service without paying applicable charges or except as otherwise expressly and explicitly provided by IMS. All or some of the Service may need to be downloaded to your computer and/or accessed online. You must have authorized and separate Service access for each account you wish it to be enabled for and, where applicable, you must download and install any necessary software on each machine on which you wish to use and access the Service.
Converting an account and/or specific Service version or offering, including but not limited to trial or limited functionality rights offerings, to an enhanced account and/or fee-based version of the Service or other paid account, version or other Charged Offering may result in the loss of access to the information or other data associated with your use of the free or non-paid version of the Service.
You may terminate your account at any time. You will not receive full or partial refunds for subscription periods that you have purchased. Terminating a subscription for one Charged Offering does not necessarily terminate right(s) you may have for another Charged Offering, other portions of the Service, software or other offerings from IMS.