2. In this Agreement, the term “use” refers to direct or indirect, access, use, display, viewing, exchange, communication, reproduction, transmission or receipt of information, either with or without the aid of a machine or device, to, from or through the Web Site and/or Course, or any action that causes the performance of functions, activities or otherwise provides or obtains services, content, information, reports, materials or data in connection with the Services.
3. We may add to, delete from or modify the Services at any time and from time to time, in Our sole and absolute discretion, without notice. We may also amend this Agreement at any time and from time to time, in Our sole and absolute discretion. If You do not agree to any modification of the Agreement, You may terminate use of the Services by contacting us via email at email@example.com to have your registration expunged from the database.
4. Registered Users
4.1. You are required to register in order to access the Services. You are solely responsible for maintaining the confidentiality of Your access password. You are responsible for all activities and/or liabilities associated with Your access password. You must immediately notify Us of any unauthorized use of Your password and You are responsible for any unauthorized use or charges incurred by any third party using Your password until We receive written notification by You.
4.2. To become a registered user and in order for Us to authorize You to use any portions of the Services which are not generally available to the public, You will be required to provide Us with certain information about You when registering. You represent, warrant and covenant to Us that any and all information You do provide to Us, is and will be true, accurate and complete when given to Us, that in providing information to Us You will not knowingly omit or misrepresent any material facts or information. We must and do otherwise reserve the right to approve or reject any user or revoke and restrict Your right to use the Services, at any time and for any reason in Our sole and absolute discretion.
5. Conduct and Proper Use of the Services
5.1. You may not use or allow, enable or facilitate others to use the Services You may obtain, in any manner that:
(a) is libelous, defamatory, vulgar or obscene, pornographic, sexually explicit or sexually, racially, culturally, ethnically or otherwise actually or potentially offensive, harmful, harassing, threatening, hateful, objectionable, discriminatory or abusive;
(b) violates any law, regulation or judicial or governmental order;
(c) causes duress, distress or discomfort to another or is likely to deter or discourage others from using the Services;
(d) infringes upon or violates any intellectual property, proprietary or rights of others;
(e) is not reasonably related and in furtherance of the purposes and terms and conditions upon which Your use of the Services is governed and authorized.
5.2. You also may not use or allow, enable or facilitate others to use the Services You may obtain, in any manner that actually does or attempts to:
(a) disrupt, impair or interfere with, alter or modify the Web Site (including any information, content, materials, features or functions thereof), or the use of the Web Site by others;
(b) act in a way that affects or reflects negatively on Us, the Services or anyone else;
(c) collect or attempt to collect any information of another party, including without limitation personally identifiable information, without that party’s express prior consent. You agree to comply with all local, state, and federal laws, statutes, rules and regulations, as well as any international treaties, which are applicable to this Agreement, the performance of Your obligations and Your use of the Services.
5.3. The Web Site may contain references or links to other web sites, web pages, materials, information and resources (“Third Party Sites”). We are not responsible for and have no control over the accessibility via the Internet of any Third Party Sites. Furthermore, You understand, acknowledge and agree that We are not endorsing or otherwise responsible for or associated with any Third Party Sites and unless We specifically and explicitly tell You otherwise in writing, You should not assume or rely upon any information or content as having originated with or been approved by Us or even that We are aware of the specific content, information, features or capabilities available in connection with such Third Party Sites. We are not responsible or liable, in any manner whatsoever, for, in connection with or as a consequence of Your use of any Third Party Site, even if We are advised of the possibility that damages may result.
6. Your Information and Privacy
6.1. When You visit the Web Site and use the Services, We collect information about You, such as Your name, address, contact information, and other information which identifies You, as well as Your responses to Course questions and other information You transmit in taking the Course(s) and accessing the Web Site. You acknowledge and also consent to Our gathering this information and to Our tracking Your activities and use of the Services for purposes of, including but not limited to, tracking reports, maintaining quality control and contacting You concerning Your activities should it be necessary or appropriate to do so. Further, UVA and VDH may also use Your information for UVA and VDH programs and research.
6.2. If You do not want Us to share this information with third parties, You may notify Us in writing at any time that You do not wish Us to share personally identifiable information with any third party, other than as necessary to perform Our obligations under this Agreement. We will remove such information about You from any lists We provide to such third parties within thirty days of Your written notice to Us.
6.3. We will always have the right to use and disclose, without restriction or liability to You or any other party, aggregate, compiled, derived or otherwise non-personally identifiable information which We obtain from You and/or any source as a result of Your use of the Services, as well as any and all information, data and materials which are proprietary to Us or that We own without restriction or obligation on such use or disclosure.
6.4. Your email address and other contact information are used to send You administrative messages.
6.5. We reserve the right to disclose all information, including personal information, when required by law, court order or subpoena.
7.1. Registration: You may register for a Course on the Web Site by providing the required information on the Web Site registration page.
7.2. You agree that You will NOT: Print, download, copy or distribute any portion of the Services noted as copyrighted material without express written permission of the authors. Share Your password with anyone else. Allow anyone to take the Course for You, or answer any Course questions for You. Register for, or complete a Course under the name of any other person.
8. Intellectual Property Rights
8.1. The Services and all text, graphics, images, logos, icons, programs, software, data, content, information, reports and materials made available to You in connection with Your use of the Services (including without limitation any aggregated, compiled or derived information or data which may contain or be aggregated, compiled or derived from, but does not identify the information or data You may have provided to Us), whether tangible and intangible in any form and on or in any media, and all intellectual property rights in and to the same (hereinafter the “Intellectual Property”), are proprietary to Us or are owned by Us or Our licensors or suppliers. You may not use the Intellectual Property, except as specifically permitted under this Agreement. You may not modify, copy, reproduce, republish, upload, post, transmit, publicly display, prepare derivative works from, reverse engineer or distribute the Intellectual Property in any way unless specifically directed to do so by Us during the Course. Any and all rights not expressly granted by this Agreement or specifically provided in the Intellectual Property, whether existing now or arising in the future, are hereby expressly reserved by Us.
8.2. We reserve the unconditional right (but not the obligation) to remove, move or edit any information, data, text, graphics, content or other materials which We consider to be in violation of any of the terms of this Agreement. We have no liability or responsibility to You or any other person or entity for performance or nonperformance of any such activities.
9.1. We may terminate this Agreement and/or otherwise restrict, suspend or terminate Your use of the Services, in whole or in part, at any time in Our sole and absolute discretion, immediately and without notice or liability, with or without cause, and it will not limit any other rights or remedies which are available to Us or which may be available to You under any separate written agreements You may have entered into with Us. You may terminate this Agreement by providing Us with written notice of Your termination and ceasing to use the Services.
10.1. Limitation of Liability. Unless otherwise specifically provided in this Agreement, termination is Your sole right and exclusive remedy if You are not satisfied with the Services, Our services, reports, information, data, features, functions or capabilities You use or that We make or attempt to make available to You. Upon termination by You or by Us, Your right to use the Services shall immediately cease.
10.3. No Warranties; Disclaimer. THE WEB SITE AND THE SERVICES ARE MADE AVAILABLE FOR YOUR USE ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF TITLE OR NON-INFRINGEMENT, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE OR OTHERWISE. WE MAKE NO REPRESENTATION OR WARRANTY THAT THE WEB SITE OR ANY DATA, INFORMATION, MATERIALS OR CONTENT OR ANY PRODUCTS OR SERVICES CREATED, ARISING OR DERIVED THEREFROM, ARE ACCURATE, COMPLETE, APPROPRIATE, RELIABLE OR TIMELY FOR USE OR RELIANCE BY YOU OR ANY OTHER PARTY. WE ALSO MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICES WILL MEET YOUR REQUIREMENTS AND/OR YOUR ACCESS TO AND USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, FREE OF VIRUSES, MALICIOUS CODE OR OTHER HARMFUL COMPONENTS OR OTHERWISE SECURE.
10.4. Governing Law: This Agreement is governed by and construed in accordance with the substantive internal laws of the Commonwealth of Virginia without reference to its conflicts of laws principles.
10.5. Indemnification: You agree to defend and handle any third party claim or action against Scitent, UVA, or VDH or any subsidiary or affiliated company and any of its or their officers, directors, employees, agents, suppliers and licensees (the “Scitent, UVA, and VDH Entities”), arising out of or relating to Your breach or alleged breach of any of the provisions of this Agreement or any other agreement You have entered into with Us in connection with the Services and their use by You. You further agree that You shall indemnify, defend and hold Us and the Scitent, UVA, and VDH Entities harmless from and against any and all losses, damages, liabilities, fees and costs, including without limitation reasonable attorneys’ fees and court costs which may arise or are incurred by Us or any of the Scitent, UVA, or VDH Entities in connection with any such claim or action. We may elect to participate in the defense of any such claim and negotiations for its settlement or compromise at Our own expense. No settlement or compromise which may adversely affect Our rights or legally obligate Us or any Scitent, UVA, or VDH Entity shall be made or entered into by You without Our prior written approval. We reserve the right, on written notice to You, to assume exclusive control of the defense and handling of any such claim or action, and all negotiations for its settlement or compromise, whereupon any further indemnification obligation under this section will end; provided, however, that Our defense or handling of any such claim or action shall not relieve You of any liability or responsibility in the event and to the extent any judgment rendered by a court of competent jurisdiction or order of any regulatory agency having jurisdiction over the subject matter of such claim or action finds that You have liability or responsibility.