Online Learning Consortium Website and Associated Web Properties

Company Terms of Use
Welcome to the Online Learning Consortium website (the “Site”). These Terms of Use govern your use of the Site and its contents. The terms “Company,” “we,” “us” and “our” refer to Online Learning Consortium, Inc. (“Company”)

BY USING THE SITE, YOU AGREE TO THESE TERMS OF USE, PRIVACY POLICY AND THE COMMUNITY GUIDELIENS POLICY, AND YOU AGREE TO RECEIVE REQUIRED NOTICES REGARDING YOUR ACCOUNT AND TO TRANSACT WITH US ELECTRONICALLY. IF YOU DO NOT AGREE, PLEASE DO NOT USE THE SITE.

Registration
You must register on this Site in order to use certain of the Site functions, such as access to materials or to purchase a product. If you just want to browse this Site, registration is optional.

During registration, you will be required to provide contact information, consisting of an email address, username and password. You can select any username as you like, except that your username cannot be an impersonation of another person, a term that is the same or confusingly similar to a famous trademark, or a term that is offensive in any way. You may, but are not obligated to, use your own name. If you do use your own name, you consent to it being passed to others by use of certain of the functions of Company and the Site such as our blogs. Company reserves the right to reject or remove any username.

For certain of our functions, such as the purchase of products and services, you are required to provide your name, address and billing and credit card information. You are required to provide accurate and complete information.

Account Information and Passwords

When you register, you agree to give us “Registration Information” about yourself that is complete and accurate, and you agree to keep this Registration Information current and accurate. We have the right to suspend or terminate an account and refuse use of the Site if we reasonably suspect such Registration Information is untrue, inaccurate, out-of-date, or incomplete.

Upon registration, you will be asked to create a password. You may not share your password. You are solely responsible for securing and maintaining the confidentiality of your password and account, and you agree to accept responsibility for all activities that occur under your account. You must (a) immediately notify us of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you log out of your account at the end of each session if using a publicly accessible device. Subject to your compliance with these Terms, OLC grants you permission to access and use the Site and Content as set forth in these Terms, and consistent with the intended features and functions of the Site.

Fees and Subscription Terms
Fees for membership or subscription products and services are considered due immediately upon purchase.

All purchases of individual and institutional membership will be automatic renewal on the anniversary of the membership‘s expiration date and will be automatically renewed for another term.

Billing Start Date
OLC shall bill customer, and customer shall be obligated to pay, the fees billed based on the product or service offered on the Billing Start Date. The parties acknowledge that the calendar date of registration, agreement to purchase through registration, or purchase date of product or service, shall serve as the date applicable to any and all references in this Terms of Use to Billing Start Date, including but not limited to, renewal terms and all notices associated therewith.

Terms of Payment
Each invoice for the Fees as indicated, is payable in U.S. dollars and due within thirty (30) days of the invoice date, unless otherwise indicated in Exhibit A. Client agrees to cooperate with YellowBrix in the execution of any necessary forms required for applicable account information for purposes of this Agreement.

Collection
Any amounts due, which are not paid within thirty (30) days after the invoice date, may bear interest at the rate of 1.5% per month, or the maximum rate permitted by law, whichever is lower. Client agrees to pay OLC any attorney fees in an amount equal to twenty-five percent (25%) of the total amount owed, calculated as set forth in this Agreement, plus any legal costs incurred by OLC pursuant to collection of Fees.

Recurring billing fees charged to a credit card upon sales of service, or where applicable by product or service offering, charged every 30 days and continue until cancelled. Subscription offers may vary, and you agree to pay to OLC all fees for subscriptions and/or services purchased on or through the Site under your account at the then-current rates for such subscriptions and/or services (including any applicable taxes). The fees or charges for subscriptions may change over time, and OLC will send you a notice of such changes in advance via a message on or through the Site and/or email to the email address in your account. For any change in fees or charges for renewal of a subscription purchased under your account, we will send you a notice of such change in advance of renewal (via a message on or through the Site or email).

Renewals

Your membership or subscription continues until you cancel it, and your credit card will be charged automatically annually or every 30 days based on your billing period. For recurring billing product and services, at the beginning of your subscription, the initial charge on your credit card gives you access to membership or subscription Content on the Site for 30 days, beginning on the date on which you subscribe. Thirty days after the initial charge your card will be charged automatically again for the following 30 days of access. After that, your card will be charged regularly at approximately the same time each month.

If your credit card account number or expiration date changes, please notify us immediately to avoid suspension in access to subscription Content on the Site. You may either log into your account and make updates or call customer support.

Cancellation
You may cancel your membership or subscription any time, and your access to membership or subscription Content on the Site will stop at the end of the current annual or monthly billing cycle. Once billing cycle has started, refunds are not available for any unused portion of your subscription for that billing cycle.

Termination by OLC
OLC may immediately terminate your account, with subsequent notification, if OLC reasonably believes that your account is being used to engage in activity that violates applicable law or any provision of these Terms. In such event, you will not be entitled to any refund of prepaid fees for subscriptions and/or services that have not yet been provided.

In addition, at any time OLC may discontinue parts of the Site or terminate the Site entirely, for any reason, and remove and discard all or any part of your account or any Content uploaded by you, with or without notice.

You agree that any termination of the Site, your access to the Site or any account you may have or portion thereof may be effected without prior notice, and you agree that OLC will not be liable to you or any third party for any such termination except as described in these Terms. Provided that you have complied with these Terms, upon OLC’s termination of the Site or your account, OLC will refund any prepaid fees for subscriptions and/or services that have not yet been provided.

Termination by You

You may terminate your membership or subscription at any time by logging into your account and choosing the cancellation option or by calling customer support.

If you terminate your account, once a billing cycle has started, refunds are not available for any unused portion of your subscription for that billing cycle. You will remain obligated to pay all outstanding fees and charges, if any, relating to your use of the product or service incurred before termination.

All obligations under these Terms, which by their nature require performance by either party after the termination of your account, shall survive such termination with respect to any events that occurred prior to the effective date of any termination.

Content Use, Sharing, and Copyright
Collectively, “Content” is defined as all content available on or through the Site, including without limitation, text, headlines, files, images (such as photos, icons, visual interfaces, graphics, and design), audio and audiovisual works, software, databases, information, and the compilation, arrangement, and assembly of such Content with hyperlinks, and all other elements of the Site provided by OLC.

You acknowledge the Site has been developed, compiled, prepared, revised, selected, and arranged by OLC and its affiliates and other information sources through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitutes valuable intellectual property of OLC and such others. You agree to protect such proprietary rights during and after the term of this agreement and to comply with all reasonable written requests made by OLC or its suppliers and licensors of content or other materials in order to protect their contractual, statutory, and common law rights in any Content or the Site.

Permitted and Restricted Use and Sharing of Content
As a subscriber or Site user, you may:

• Use the Site and Content you are authorized to access for personal, non-commercial use only. OLC hereby grants you a limited, revocable, non-sub licensable license to reproduce and display the Content solely for your personal, non-commercial use in connection with viewing the Content and using the Site.

• Download articles and newsletters for personal use and share Content only as Site functionality permits. You may store one copy of an article or newsletter on your own computer, and print one copy for your personal use. Each article or newsletter must remain intact in its entirety and retain all copyright notices and other proprietary notices as provided with the Content.

• Except through Site functionality, such as article-sharing tools on the Site, no part of the Content or Site may be reproduced or distributed to others by any means without the prior written permission of OLC.

Non-Commercial Use
This Site and its contents are for your own personal non-commercial use only.

Additional Terms and Conditions for Online Applications; EULAs
When you register for or purchase the Site’s services, you will be required to agree to one or more End-User License Agreements (or “EULAs”) which may include additional terms. You will be bound by any EULA that you agree to.

Company Privacy Policy
Your use of this Site signifies your continuing consent to the Company Privacy Policy, which you can examine any time by clicking on the “Privacy” link on the Site.
Personal information that you supply to Company, and any information about your use of the Site that we obtain will be subject to the Company Privacy Policy on this Site.

Changes to Company
We may discontinue or change any Company content, service, function or feature at any time with or without notice.

Proper Use of This Site
When you use our blogs or other social and communications functions, you agree at all times to comply with the Company Community Guidelines, which you may access with the Community Guidelines link on the Site.

You may use Company services for lawful purposes only and may use the Site only in ways consistent with the law.

You may not use any program, spider or “bot” to gather or “harvest” information from this Site.

Company may allow you to supply content for the Site or its functions that can be accessed and viewed by others. You agree not to post any content that violates these terms, any applicable EULA or the Community Guidelines. Content that violates applicable rules may be removed.

Proprietary Rights
Company, its partners and suppliers reserve all rights under intellectual property law in Company and in any content that is on the Site.

Except as Company may expressly state in writing, you may not reproduce, reprint, publish, or otherwise exploit content or technology from Company, its partners or suppliers on the Site without our express prior written consent.

Changes to the Terms of Use
We may change the Terms of Use at any time. You can review the most current version of the Terms of Use by clicking on the Site’s “Terms of Use” link. If you continue to use this Site after we make changes to the Terms of Use, you are signifying your acceptance of the new terms. You are responsible for checking these terms periodically for any changes.

Electronic Delivery Statement and Your Consent
You agree that we may provide to you notices and other information concerning Company or this Site electronically, including notice to any email address that you may provide.

Ownership of Content That You Supply
If you post any content on any blog or other public area of the Site, you grant us and our affiliate companies the perpetual sublicensable right and license to use, copy, display, perform, distribute, modify, adapt, abridge, exploit, and promote this content in any way and in any commercial or non-commercial medium or form without charge.

No Duty to Monitor
You agree that we are not liable for content that is provided by others. We have no duty to screen content that you, or others, may supply or post, but we have the right to refuse to post or to edit submitted content. We reserve the right to remove any content for any reason at any time.

Third Party Sites and Advertisers
Company may include on its Site links to third party web sites. You agree that we are not responsible or liable for any content or other materials on third party sites. You also agree that we are not responsible for content or claims supplied by our partners, suppliers or advertisers. We are also not responsible for any transactions or dealings between you and any third party or any advertiser. You agree that Company is not responsible for any claim or loss due to a third party site or any advertiser.

Age of Users
Children under the age of 13 may not use this Site and parents or legal guardians may not agree to these Terms of Use on their behalf. If we become aware that a child under 13 has provided or attempted to provide us with personal information, we will use our best efforts to remove the information permanently from our files.

If you are under the age of 18 but at least 13 years of age, you may use this Site only under the supervision of a parent or legal guardian who agrees to be bound by these Terms of Use. If you are a parent or legal guardian agreeing to these Terms of Use for the benefit of a child between the ages of 13 and 18, be advised that you are fully responsible for his or her use of this Site, including all financial charges and legal liability that he or she may incur.

Disclaimer of Warranties
We provide this Site and its contents “AS IS.” We and our partners and suppliers make no express warranties or guarantees about this Site. TO THE EXTENT PERMITTED BY LAW, WE AND OUR PARTNERS AND SUPPLIERS DISCLAIM IMPLIED WARRANTIES INCLUDING ANY WARRANTY THAT THE SITE IS OR WILL BE MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, TIMELY, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. WE DO NOT GUARANTEE THAT THIS SITE OR ITS CONTENT WILL MEET YOUR REQUIREMENTS, IS ERROR-FREE, RELIABLE, OR WILL OPERATE WITHOUT INTERRUPTION. Because some states do not permit disclaimer of implied warranties, you may have additional consumer rights under your local laws.

Limitation of Liability
You may not assert claims for money damages arising from this Site or its contents. We and our partners and suppliers shall not be liable for any indirect, special, incidental, consequential or exemplary damages, even if we knew or should have known of the possibility of such damages. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability, and the liability of our company and our partners and suppliers, shall be limited to the extent permitted by law.

Indemnification
You agree to defend, indemnify, and hold harmless us and our parent and other affiliated companies, and our respective employees, contractors, officers, directors, and agents from all liabilities, claims, and expenses, including attorney’s fees, that arise from your use or misuse of this Site. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

International Use
We make no representation that content on this Site is appropriate or available for use in locations outside the United States. If you choose to access this Site from a location outside the US, you do so on your own initiative and you are responsible for compliance with local laws.

Choice of Law and Location for Resolving Disputes
You agree that the laws of the Commonwealth of Massachusetts, USA and US federal law govern these terms of use, its subject matter, your use of the Site, and any claim or dispute that you may have against us, without regard to its conflict of laws rules, and that the United Nations Convention on Contracts for the International Sale of Goods shall have no applicability.

You further agree that any disputes or claims that you may have against us will be resolved by a court located in the Commonwealth of Massachusetts in the city of Worcester, and you agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action. BY AGREEING TO THESE TERMS OF USE, YOU ARE: (1) WAIVING CLAIMS THAT YOU MIGHT OTHERWISE HAVE AGAINST US BASED ON THE LAWS OF OTHER JURISDICTIONS, INCLUDING YOUR OWN; (2) IRREVOCABLY CONSENTING TO THE EXCLUSIVE JURISDICTION OF, AND VENUE IN, THE STATE OR FEDERAL COURTS IN THE COMMONWEALTH OF MASSACHUSETTS OVER ANY DISPUTES OR CLAIMS YOU HAVE WITH US; AND (3) SUBMITTING YOURSELF TO THE PERSONAL JURISDICTION OF SUCH COURTS FOR THE PURPOSE OF RESOLVING ANY SUCH DISPUTES OR CLAIMS.

Binding Arbitration
You agree that any disputes or claims that you may have against us will be (except as stated below) finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party shall be final and binding on the other. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available that the AAA web site www.adr.org. The determination of whether a dispute is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive, Company will pay all arbitration fees and expenses. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, and will provide a statement of reasons if requested by a party. Except as otherwise provided in this Agreement, you and Company may litigate in court to compel arbitration, stay proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE THE RIGHT TO A JURY TRIAL.

Severability and Integration
This contract and any supplemental terms, policies, rules and guidelines posted on this Site constitute the entire agreement between you and us and supersede all previous written or oral agreements. If any part of the Terms of Use is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

Termination
We reserve the right to terminate your use of this Site if you violate the Terms of Use or any rules or guidelines posted on the Site or for any other reason in our discretion.
Copyright © 2014, Online Learning Consortium, Inc. All Rights Reserved.