Welcome to the online collaboration services of Democrasoft, Inc. (“Democrasoft”), including Collaborize Classroom™, Collaborize NPO™, Collaborize Workplace™, MyWejit™ and Democrasoft TownHall Online® websites (the “Democrasoft Websites”). Please read the following Terms of Use (“TOU”) carefully before using the collaboration services offered by Democrasoft, which owns and operates the Democrasoft Websites. For purposes of the TOU and as further used herein, “Services” includes access to the Democrasoft Websites or any Democrasoft product, software program, data feed, portal, content, or other services provided to you on, from or through the Democrasoft Websites.
1. Your Acceptance of the TOU-
By accessing any of the Democrasoft Websites or services, you signify your acceptance of all of the terms and conditions contained in this TOU and Democrasoft’s Privacy Policy, located at http://www.democrasoft.com/privacy-policy.htmlhttp://www.democrasoft.com/privacy-policy.html, which are hereby incorporated by reference. This TOU is an electronic contract that sets out the legally binding terms of your use of the Services. If you do not accept and agree to all of the terms and conditions contained in this TOU, you are not authorized to (and must not) use the Services. Your use of the Services is expressly conditioned upon your assent to all of the terms and conditions in this TOU including any agreements or policies referenced therein in addition to any updates, revisions, or subsequent iterations of this TOU and its ancillary agreements and policies. Democrasoft reserves the right, at its sole discretion, to modify or change this TOU, in whole or in part, at any time without notice for any reason or purpose. It is your sole responsibility to regularly review this TOU in order to become familiar with any such modifications or changes as your use of the Services or access of any of the Democrasoft Websites following any modifications or changes to this TOU will constitute your unconditional acceptance of the TOU as modified or changed. You agree without reservation that notice on this website of modifications to the TOU is adequate notice.
You can review the most current version of the TOU at any time at http://www.Democrasoft.com/terms.html. As used herein, “we” and “us” refers to Democrasoft, the owner and licensor of the Democrasoft Websites, domain names, and Services; and “you” refers, as the context requires, to either or both (i) the entity/administrator/instructor who established a particular portal; and (ii) the participants who are the end users of such portal.
Collaborize Classroom is a “closed”, password protected website, open only to participating teachers and students and those they affirmatively permit to observe the website. Other Collaborize and MyWejit portals are “open” or “closed” as may be determined by the person initiating or administering the portal. If you are under 18 years old, you must have your parent or legal guardian read this TOU and agree to them on your behalf. If you do not obtain your parent or legal guardian’s agreement to the TOU, you are prohibited from using the Services, including but not limited to Collaborize Classroom.
2. Access to the Services
You hereby represent and warrant that: (i) prior to using the Services, you have read, understood and agreed to be bound by this TOU; (ii) you have the power, competence, and authority to enter into and accept this TOU; and (iii) you are at least eighteen (18) years old or, if you are a minor, you have your parent or legal guardian’s consent to use the Services and, further, that your parent or legal guardian has read, understood and agreed to be bound to this TOU on your behalf.
You further covenant that (i) all registration information you submit is accurate and truthful; (ii) you will maintain the accuracy of such information; (iii) if you are accepting this TOU on behalf of an institution, company or other legal entity, public or private, you have the authority to bind such institution, company or legal entity to the TOU; (iv) you shall not use any rights granted hereunder for any unlawful purpose; (iv) you shall use the Services only as set forth herein; (v) your use of the Services will be in compliance with all applicable international, federal, state, and local laws; and (vi) you will not interfere with or disrupt the Services, including the websites or networks connected to the websites. Other representations and warranties by you are referred to elsewhere in this TOU.
If you provide any information that is inaccurate, untruthful, incomplete or out of date, or Democrasoft has reasonable grounds to suspect that such information is inaccurate, untrue, incomplete, or out of date, Democrasoft has the right to temporarily suspend or permanently terminate your account and prevent you from using the Services, or any portion thereof, now or in the future.
In order to use the Services, you must have access to the internet, either directly or through devices that access web-based content. You are responsible for providing all equipment necessary to access the internet, including a computer, modem, software or other access device, and for paying any associated service or telephony fees. Democrasoft reserves the right, at any time, to assess, assign, or require a paid subscription, membership, or fee (periodic or usage based) in connection with the Services or access to the Democrasoft Websites, including but not limited to activities such as accessing, viewing, uploading, posting, sharing, or storing content.
You understand and agree that certain of the Services may be sponsored, and, if so, that such sponsorship is required in order for Democrasoft to provide Services. Sponsors will be permitted to place links and widgets as well as their respective logos on the top and/or bottom of each page. Sponsors may also be permitted to provide additional communications on the sponsored websites. You also understand and agree that the Services may include certain communications from Democrasoft, including service announcements and administrative messages, that these communications are a necessary part of the registration process, and that you will not be able to opt out of receiving them.
Please be aware that Democrasoft provides administrative support through a variety of media, including wemoderate.com and the resources available at www.democrasoft.com.
You are required to access your account and use the Services at least once every one hundred and eighty (180) days. The aformentioned usage requirement does not apply to the MyWejit service. DEMOCRASOFT RESERVES THE RIGHT TO DELETE ACCOUNTS THAT HAVE BEEN INACTIVE FOR ONE HUNDRED EIGHTY (180) DAYS OR MORE. NOTWITHSTANDING THE DELETION OF ANY SUCH ACCOUNT FOR INACTIVITY OR ANY OTHER REASON AS SET FORTH HEREIN, THE RIGHTS AND BENEFITS EXTENDED TO DEMOCRASOFT BY YOU UNDER THIS TOU SHALL IRREVOCABLY REMAIN IN FORCE IN PERPETUITY WITHOUT QUALIFICATION OR RESERVATION.
3. Electronic Communications
When you use the Services or send e-mails to Democrasoft, you are communicating with Democrasoft electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this website. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications by in writing.
4. Registration Obligations
To use the Service, you will need to register with the applicable Democrasoft portal and obtain an account and password. The information you provide Democrasoft during the registration process will help us in offering content, customer service, and network management. You are solely responsible for maintaining the confidentiality of your account(s) and password(s). Furthermore, you are responsible for all activities, charges, and liabilities associated with your account(s). You must immediately notify Democrasoft of any unauthorized use of your account(s). You may not transfer your account(s) to another person. In cases where you have authorized or registered another individual, including a minor, to use your account(s), you are fully responsible for (i) the online conduct of such user; (ii) controlling the user's access to and use of the Service; and (iii) the consequences of any misuse. In the event that you are a minor, Democrasoft reserves the right to provide access to your account to your parents, legal guardian or other authorized adult, upon such adult's request. For additional information on how we use and treat your personally identifiable
information, please see our PRIVACY POLICY. Your obligations with respect to registration are described below.
If you reside in the European Union, upon registration you will be indicating your explicit consent that the personal information you have provided may be transferred and stored in countries outside the EU, including the United States. If you fail to provide your consent, you will not be permitted to access the Services for which registration is required. Your personal information shall only be used in accordance with Democrasoft's PRIVACY POLICY.
You will receive a password and account designations upon completing the registration process. Again, you are responsible for maintaining the confidentiality of the password and user identification, and are fully responsible for all activities that occur under your password or user identification. You agree to (a) notify Democrasoft of any unauthorized use of your password or user identification and any other breach of security; and (b) exit from your account at the end of each session. Democrasoft cannot and will not be responsible for any loss or damage arising from your failure to comply with the TOU.
5. Additional Terms for Collaborize Classroom
If you are under 18 years of age (e.g., a student of a teacher using Collaborize Classroom) the following terms also apply to you:
(i) You must have your parent or legal guardian review and agree to the terms and conditions of the TOU on your behalf before you use the Services;
(ii) You must register for and access the Services as a student only, and not as a teacher, school, district, parent, publisher, or any other category of user, whether offered by Democrasoft now or in the future;
If you are accessing the Services on behalf of a school or district, the following terms also apply to you:
(i) You represent and warrant that you are solely responsible for complying with the Child Online Privacy Protection Act (“COPPA”), which requires parental consent for online collection of personal information from children under 13 years of age. You must obtain advance written consent (“Consent”) from all parents, or guardians, whose children will be accessing the Services. When obtaining Consent, you must provide parents with copies of Democrasoft’s Privacy Policy. You must keep the signed Consents on file and provide them to Democrasoft upon request. For more information on COPPA, please see www.ftc.gov/privacy.
(ii) You will only grant access to teachers and staff members who are current employees of your school or district. Upon termination of a teacher or other staff member’s employment with you, you will require such individuals to return and cease using all sites he or she has registered for or otherwise has access to. If at any time you learn that a user of the Services claims to be affiliated with your school or district who is not, in fact, affiliated with your school or district, you shall notify Democrasoft immediately.
If you are accessing the Services as a teacher, the following terms also apply to you:
(i) You represent and warrant that you have permission from your school and/or district to agree to the TOU and to use the Services.
6. Content You Access Via the Services
You can access a broad array of Content via the Services. “Content” includes but is not limited to text, software, scripts, graphics, photos, images, illustrations, sounds, music, videos, audiovisual combinations, interactive features, and other materials that you may view on, access through, or contribute to the Services. The Content accessible by you via the Services is owned by or licensed to Democrasoft and is protected by copyright and other intellectual property laws, and the trademarks, services marks and logos (collectively, “Marks”) that are owned by or licensed to Democrasoft, subject to copyright and other intellectual property laws. You are responsible for complying with all copyright notices, trademark rules, information and restrictions contained in any Content accessed through the Services. Nothing herein shall give you any right, interest, or title in any of the licensed Content or any portion thereof outside of those expressly delineated in this TOU and any subsequent modifications or changes thereto. Under no circumstances do You obtain any right, interest, or title in any of the licensed Content provided as a part of the Services or through the Democrasoft Websites for use outside of the Democrasoft Websites without the express written consent of Democrasoft.
The Services, including the Content, are intended solely for your personal, non-commercial use and must be used in accordance with the TOU. Other than in connection with the utilization of the Services offered by Democrasoft, you are prohibited from copying, reproducing, distributing, transmitting, broadcasting, displaying, uploading, posting, encoding, selling, licensing, or otherwise exploiting the Content for any other purpose without the prior written consent of Democrasoft or the respective owners of the Content or in any way that violates any third party right.
In addition to any copyright of third parties that applies to individual elements of the Content, the Democrasoft Websites, including Collaborize Classroom, are protected by copyright as collective works and/or compilations, pursuant to United States copyright laws, international conventions, and other copyright laws. You may not modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section 6), creative derivative works based upon, distribute, perform, display or in any way exploit, any of the Content or Services in whole or in part without the express written consent of Democrasoft.
Content is provided “AS IS.” When accessing Content via the Services, you will be exposed to Content provided by third parties, including other users. You understand that Democrasoft does not endorse any Content provided by third parties, or any opinion, recommendation or advice contained therein. Democrasoft is not responsible for the legality of any third party content, including but not limited to the compliance with any U.S. or international copyright laws and treaties, and has no obligation to monitor such third party content for compliance with any such laws. All information publicly posted or privately transmitted through the Services is the sole responsibility of the third party from which such Content originated and you understand that Democrasoft cannot guarantee the identity of the any third parties with whom you may interact in the course of using the Services or guarantee the authenticity of any data that such users provide about themselves.
As a user of the Services, you agree not to circumvent, disable or otherwise interfere with security-related features of the Services or features designed to prevent or restrict the use or copying of any Content or enforce limitations on use of the Services or Content therein.
7. Content that You Provide
You are solely responsible for any Content that you publish or display via the Services, or transmit to third parties using the Services. You will not publish or display on the Democrasoft Websites, or transmit to third parties using the Services, any defamatory, inaccurate, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, racially offensive, or illegal materials, or any material that infringes or violates a third party’s rights. You will not provide inaccurate, misleading or false information to Democrasoft or to any third party using the Services. If information provided to Democrasoft, or a third party using the Services, subsequently becomes inaccurate, misleading or false, you will promptly notify Democrasoft of such change.
You understand and agree that Democrasoft may review and delete any content, messages, double-blind emails, videos, photos or profiles, in whole or in part, that in the sole judgment of Democrasoft violates this TOU or which might be offensive, illegal, or that might violate the rights, harm or threaten the safety of third parties using the Services. Democrasoft reserves the right at its sole discretion to refuse to accept, display, post, or transmit any content without notice to you.
You understand that the TOU apply to anyone submitting Content and that Democrasoft does not guarantee confidentiality with respect to any Content that you submit via the Services. You are responsible for protecting the confidentiality of your password-protected Collaborize Classroom or MyWejit site. You are solely responsible for you own Content and the consequences of submitting and publishing your Content to the applicable Collaborize Classroom or MyWejit portal. You affirm, represent, and warrant that you own or have the required licenses, rights, consents, and permissions to publish the Content which you submit, and you hereby license to Democrasoft all patent, trademark, trade secret, copyright and other proprietary rights in and to such Content for publication in accordance with this TOU. You further represent that any Content you submit includes any and all necessary attributions in such a manner specified by an author or licensor under a public license (e.g., Creative Commons license). TO THE EXTENT ANY CONTENT YOU SUBMIT TO DEMOCRASOFT CONTAINS YOUR NAME, LIKENESS OR IMAGE, YOU AFFIRM, REPRESENT AND WARRANT THAT YOU OWN THE RIGHTS TO YOUR NAME, LIKENESS AND IMAGE AND YOU HEREBY GRANT DEMOCRASOFT, ITS LICENSEES AND SUCCESSORS, A WORLDWIDE, NON-EXCLUSIVE, FULLY PAID, PERPETUAL, IRREVOCABLE, FULLY SUB-LICENSABLE AND FULLY TRANSFERABLE LICENSE TO FULLY EXPLOIT YOUR NAME, LIKENESS AND IMAGE FOR ANY PURPOSE, COMMERCIAL OR OTHERWISE.
BY SUBMITTING YOUR CONTENT TO DEMOCRASOFT, YOU HEREBY GRANT DEMOCRASOFT, ITS LICENSEES AND SUCCESSORS, A WORLDWIDE, NON-EXCLUSIVE, FULLY PAID, PERPETUAL, IRREVOCABLE, FULLY SUB-LICENSABLE, AND FULLY TRANSFERABLE LICENSE TO FULLY EXPLOIT YOUR CONTENT (INCLUDING ALL RELATED INTELLECTUAL PROPERTY RIGHTS, WHICH INCLUDES BUT IS NOT LIMITED TO DERIVATIVE WORKS) AT ITS SOLE DISCRETION, AT ANY TIME, FOR ANY PURPOSE, COMMERCIAL OR OTHERWISE. Such purposes may include, without limitation, using, reproducing, modifying, publishing, posting, uploading, distributing, preparing derivative works of, or incorporating into other works, excerpting, translating, displaying and performing a portion or all of your Content (and derivative works thereof) in any media formats and through any media channels. Any of your personally identifiable information, however, will only be shared in accordance with the Privacy Policy.
You also hereby grant each registered third party user of the Services, a non-exclusive, fully paid, perpetual, irrevocable, fully sub-licensable, and fully transferable license to access your Content within the parameters of this TOU and to use, reproduce, modify, publish, post, upload, distribute, display and perform such Content as permitted by this TOU and through the functionality of the Services and for use on the Democrasoft Websites. To the extent that you develop Content using Democrasoft’s formatting, you may only use that formatted Content within your portal or in other Democrasoft-portal supported courses you create; however, you may use the Content (without the Democrasoft formatting) in any other manner.
You further agree that any Content you submit to the Services will not contain third party copyrighted materials that is subject to other third party proprietary rights, unless you have authorization from the rightful owner of the materials that you are otherwise legally entitled to post the material and grant Democrasoft at least those license rights granted in this TOU. Democrasoft does not permit copyright infringing activities or any other infringement of intellectual property rights in regard to the Services. Democrasoft will remove all Content that infringes on a third party’s intellectual property rights provided Democrasoft’s Designated Agent is notified as set forth below. Democrasoft reserves the right to remove Content without prior notice to you.
8. Your Interaction with Third Parties
You are solely responsible for your interaction with third parties using the Services. Democrasoft makes no representations or warranties as to the conduct of third parties using the Services or their compatibility with any current or future users of the Services. In no event shall Democrasoft be liable for any damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the conduct of you or anyone else in connection with the use of the Services, including without limitation, bodily injury, emotional distress, and/or any other damages resulting from communications or meetings with other users of the Services or persons you meet via the Services.
9. Communications Monitoring by Democrasoft
Democrasoft and its agents are entitled, and in some situations required, to retain your communications. We may monitor your communications to evaluate the quality of the Services, your compliance with this TOU, the security of the Services, and for other reasons. You hereby agree that such monitoring activities do not and will not entitle you to any cause of action or other right with respect to the manner in which Democrasoft monitors your communications.
10 Links to Third-Party Sites
The Services may contain links to certain websites developed, sponsored or maintained by third parties. Should you leave any Democrasoft Website or portal via a link contained herein, the content you view thereon is not provided or controlled by Democrasoft. Democrasoft is not responsible for that content, nor has it developed, checked for accuracy or otherwise reviewed the content or privacy policy of any such third party websites. By providing access to linked websites, Democrasoft is not recommending the purpose of or endorsing the services provided by the sponsoring organization of those websites. Democrasoft makes no guarantees, representations or warranties as to, and shall have no liability for, any electronic content delivered by any third party, including without limitation, the accuracy, subject matter, quality or timeliness of any electronic content, or the use of any personal information you provide to any such website. Democrasoft reserves the right in its sole and absolute discretion to discontinue links to any other sites at any time and for any reason. Democrasoft provides links to other websites solely as a convenience to its users, and the inclusion of any link does not imply endorsement by the third party by Democrasoft. Your use of such links is entirely at your own risk.
Democrasoft reserves the right to disable any unauthorized links or frames and disclaims any responsibility for the content available on any other site accessed by links to or from Democrasoft’s websites.
11. Blocking of IP Addresses
In order to protect the integrity of the Services, Democrasoft reserves the right at any time in its sole and absolute discretion to block persons from certain IP addresses from accessing the Services.
12. Copyright
You acknowledge that the Democrasoft Websites and the Services are owned, licensed or controlled by Democrasoft, or third parties. Other than in connection with utilization of the Services offered by Democrasoft through the websites, any use of the Content contained or provided through the Services, any underlying technology used in connection with the Service, and all software, material, information, communications, text, graphics, links, electronic art, animations, audio, video, photos, and other data, including without limitation sponsor logos (collectively, the "Content"), available within the Democrasoft Websites are provided by Democrasoft or third-party providers and are the copyrighted works of Democrasoft and/or such third parties. Except as expressly authorized by Democrasoft or such third parties in this TOU or as may be posted on the Service, you may not copy, reproduce, publish, distribute, modify, create derivative works of, rent, lease, sell, transfer, display, transmit, compile or collect in a database, or in any manner commercially exploit any part of the Content or the Service, in whole or in part. You may not store any significant portion of any Content or the Service owned by, or licensed to Democrasoft in any form, whether archival files, computer-readable files, or any other medium. You also may not "mirror" any Content or the Service on any other server.
We encourage you to download and print a reasonable number of copies of Content for noncommercial personal or educational use only; provided that (i) any permitted copies of Content contain, in an unmodified form, any copyright or other proprietary rights notices contained in the Content and an original source attribution to Democrasoft and the applicable URL, and (ii) no modifications of any of the Content are made except as may be expressly provided by Democrasoft or the third-party provider on the Web page containing the applicable Content. You acknowledge that Democrasoft and/or third-party providers remain the owners of the Content and that you do not acquire any intellectual property rights in such Content by downloading or printing the Content.
13. Conduct
You may only access the Democrasoft Websites and use the Services for lawful purposes. You are solely responsible for the knowledge of and adherence to any and all laws, rules, and regulations pertaining to your use of the Services. You agree that you will not (i) use the Services to commit a criminal offense or to encourage conduct that would constitute a criminal offense or give rise to a civil liability, or otherwise violate any local, state, Federal, or international law or regulation, including, but not limited to, export control laws and regulations governing the transmission or retransmission of technical data from the United States; (ii) upload, post, e-mail, or otherwise transmit any unlawful, threatening, libelous, harassing, defamatory, vulgar, obscene, pornographic, profane, invasive of another's privacy, hateful, or ethnically, racially or otherwise objectionable Content; (iii) upload, post, e-mail, or otherwise transmit any Content that you do not have a right to transmit; (iv) upload, post, e-mail, or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright, or other proprietary rights of any party; (v) alter, damage, or delete any Content or other communications that are not your own or to otherwise interfere with the ability of others to access or use the Services; (vi) disrupt the normal flow of communication or otherwise act in a manner that negatively affects other users' ability to engage in real-time exchanges; (vii) claim a relationship with or to speak for any individual, business, association, institution, or other organization for which you are not authorized to claim such a relationship; (viii) upload, post, e-mail, or otherwise transmit any unsolicited advertising, promotional materials, or other forms of solicitation to other users including, without limitation, "junk mail," "spam," "chain letters," or "pyramid schemes"; (ix) interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies, or regulations of networks connected to the Services; (x) collect or store or communicate personal data about other users; (xi) reproduce, duplicate, copy, use, distribute, sell, resell, or otherwise exploit for any commercial purposes any portion of the Services; (xii) harm minors in any way; (xiii) stalk or otherwise harass another; or (xiii) collect or store personal information about other users without their permission.
You acknowledge that Democrasoft does not pre-screen Content, but that Democrasoft shall have the right (but not the obligation) in its sole discretion to refuse or move any Content that is available through any portal. Without limiting the foregoing, Democrasoft has the right to remove any Content that violates this TOU or is otherwise objectionable. You agree and acknowledge that Democrasoft may preserve Content and may disclose Content if required to do so by law or in the good faith belief that any such preservation or disclosure is reasonably necessary to comply with legal process, enforce the TOU, respond to claims that any Content violates the rights of third parties or protect the rights, property or personal safety of Democrasoft, its users and the public. With the permission of the administrator/instructor, Democrasoft may display Content for demonstration purposes.
14. Disclaimer of Warranty
YOU ASSUME TOTALLY RESPONSBILITY FOR USE OF THE SERVICES. DEMOCRASOFT IS NOT RESPONSIBLE FOR ANY INFORMATION OR CONTENT CONTAINED WITHIN ANY PORTAL AND MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION CONTAINED IN ANY PORTAL FOR ANY PURPOSE OR AUDIENCE OR ABOUT ITS LEGITIMACY, LEGALITY, VALIDITY, ACCURACY, CORRECTNESS, RELIABILITY, QUALITY, STABILITY, COMPLETENESS, OR CURRENTNESS. ALL SUCH INFORMATION IS SOLELY PROVIDED BY THIRD PARTIES OR OTHER USERS OF THE SERVICE. YOU AGREE THAT YOUR ACCESS TO THE DEMOCRASOFT WEBSITES AND YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. NEITHER DEMOCRASOFT, NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, OR AGENTS WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE ACCURACY, RELIABILITY, SUITABILITY OR CONTENT OF THE SERVICES.
THE DEMOCRASOFT SERVICES AND ITS PORTALS ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR AUDIENCE, AND NON-INFRINGEMENT. TO THE FULLEST EXTENT PERMITTABLE BY LAW, YOU WAIVE ALL CLAIMS AGAINST DEMOCRASOFT ARISING OUT OF OR IN ANY RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES. IN NO EVENT WILL DEMOCRASOFT OR ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES (EVEN IF DEMOCRASOFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF OR IN ANY RELATED TO YOUR USE OF OR INABILITY TO ACCESS DEMOCRASOFT CHANNELS OR USE THE SERVICES, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS, LOSS OF GOODWILL, LOST BUSINESS, LOST DATA, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER DAMAGES OR LOSSES THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETIONS OF FILES, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT LIMITED TO ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO DEMOCRASOFT'S RECORDS, PROGRAMS, OR SERVICES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES DEMOCRASOFT'S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
NOTHING IN THESE TOU SHALL AFFECT THE STATUTORY RIGHTS OF ANY CONSUMER OR EXCLUDE OR RESTRICT ANY LIABILITY FOR DEATH OR PERSONAL INJURY ARISING FROM THE GROSS NEGLIGENCE OR FRAUD OF DEMOCRASOFT.
15. Indemnification
You agree to indemnify, defend, and hold Democrasoft, and its affiliates, officers, agents, partners, and employees, harmless from any and all losses, liabilities, lawsuits, claims, or demands made by any third party against Democrasoft, including damages, expenses, and costs (e.g., reasonable attorney's fees and court costs) due to, arising from, or in any way related to your use of the Services or Content in violation of this TOU and/or arising from a breach of this TOU and/or any breach of your representations and warranties set forth herein.
16. Trademark Notice
The names “Democrasoft®”, “Collaborize®”, “Collaborize Classroom™“, Collaborize Workplace™”, “Democrasoft TownHall Online®”, “Collaborize Townhall Online®”, ”Count Me In™”, “MyWejit™”, “Democrasoft Social Networking With Purpose™”, “The Wisdom of We™”, “Collaborize NPO™”, “Social Networking With Purpose™” and the related logos are the trademarks, service marks, trade dress, and logos of Democrasoft, Inc. All other trademarks, service marks, trade dress, and logos used in our websites and the related Services are the trademarks, service marks, trade dress, and logos of their respective owners.
17. Digital Millenium Copyright Act and Designated Agent
The Digital Millennium Copyright Act (“DMCA”), signed into law on October 28, 1998, amended the copyright law to provide limitations for service provider liability relating to material online. (See 17 U.S.C. 512(c)(3) for further detail). In compliance with the DMCA, Democrasoft has registered a Designated Agent with the United States Copyright Office to receive notice of alleged copyright infringements contained within the Services. All inquiries into alleged copyright infringement on the Democrasoft Services should be sent to Democrasoft, c/o Eric Walters, 50 Old Courthouse Square, #300, Santa Rosa, CA 94504, and contain the following information in writing: a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material; information reasonably sufficient to permit the service provider to contact you such as an address, telephone number, and, if available, an electronic mail; a statement that you have a good faith belief that use of the material in the manner contemplated is not authorized by the copyright owner, its agent, or the law; and a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
For the sake of clarity, only DMCA notices should go to the Designated Agent; any other feedback, comments, requests for technical support, and other communications should be directed to Democrasoft’s customer service department via http://www.democrasoft.com/support. You acknowledge that if you fail to comply with all of the requirements of this Section 11, your DMCA notice may not be valid.
If you believe that your Content that was removed or to which access was disabled is not infringing, or that you have authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use materials in your Content, you may send the Designated Agent a “counter-notice” containing the following written information: your physical or electronic signature; identification of the Content that has been removed or to which access has been disabled and the location at which the Content appeared before it was removed or disabled; a statement that you have a good faith belief that the Content was removed or disabled as a result of mistake or a misidentification of the Content; and your name, address, telephone number, email address and a statement that you consent to the jurisdiction of the federal court in San Francisco, California, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If the Designated Agent received a counter-notice, Democrasoft may send a copy of the counter-notice to the original complaining party informing that person that it may replaced the removed Content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the Content provider, member or user, the removed Content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Democrasoft’s sole discretion.
18. Local Laws; Export Control
Democrasoft controls and operates the Democrasoft Websites, including the Services, from its headquarters in the United States and makes no representation that the Content is appropriate or available for use in other locations. If you use the Democrasoft Websites or channels from other locations, you are responsible for compliance with applicable local laws, including, but not limited to, export and import regulations of other countries. Unless otherwise explicitly stated, all marketing or promotional materials found on the Democrasoft Websites are solely directed to individuals, companies, or other entities located in the United States.
19. Modifications to the Service
Democrasoft reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, any or all of the Services (or any part thereof) with or without notice. You agree that Democrasoft will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services.
20. Termination
Either you or Democrasoft may terminate this TOU with or without cause at any time and effective immediately. You may terminate this TOU by discontinuing your use of the Services and by destroying all materials obtained from the Services. The TOU will continue to apply to all past use of the Services by you, even if you are no longer using it. You acknowledge and agree that Democrasoft and its affiliates may terminate or block your use of all or part of the Services and Democrasoft Websites without prior notice for any reason, including, without limitation, if Democrasoft believes you have engaged in conduct prohibited by this TOU. You agree that upon termination or discontinuance for any reason, Democrasoft may delete all information related to you on the Services and may bar your access to the Democrasoft Websites and channels and use of the Services.
During and after the term of this TOU, Democrasoft reserves the right to seek all remedies available at law and in equity for your violation of this TOU. Accordingly, those provisions that would normally survive termination, shall survive, including, but not limited to those provisions relating to intellectual property rights, indemnification and disclaimers. Upon termination by you or upon notice of termination by Democrasoft, you must promptly destroy all materials sourced via the Services.
21. General
By accessing the Services you agree that the Services shall be deemed solely based in California and that the Services shall be deemed a passive website that does not give rise to personal jurisdiction over Democrasoft, either specific or general, in jurisdictions other than California. These TOU shall be governed by the substantive laws of the State of California, exclusive of its conflict of law principles. Any claim or dispute between you and Democrasoft that arises in whole or in part from the Service shall be decided exclusively by a court of competent jurisdiction located in San Francisco County, California. Each party to this TOU submits to the exclusive jurisdiction of such courts and waives any jurisdictional, venue, or inconvenient forum objections to such courts. These TOU, together with the Privacy Policy at http://www.democrasoft.com/privacy and any other legal notices published by Democrasoft on the Services, shall constitute the entire agreement between you and Democrasoft regarding the Services, and any prior written or oral agreements between the parties are expressly canceled. In any action to enforce this TOU, the prevailing party will be entitled to costs and attorney fees. In the event that any provisions of this TOU are held to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this TOU shall otherwise remain in full force and effect. A printed version of this TOU shall be admissible in judicial or administrative proceedings. YOU AND DEMOCRASOFT AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. Please report any violations of the TOU to info@democrasoft.com. Dated: August 2, 2012