Collaborate Instant Messaging Service Participant Agreement
THANK YOU FOR USING THE BLACKBOARD COLLABORATE INSTANT MESSAGING SOFTWARE, SERVICE, DOCUMENTATION AND WEB SITE (COLLECTIVELY, THE "SERVICE"), WHICH SERVICE IS PROVIDED SUBJECT TO, AND UPON THE TERMS SET OUT BELOW AND ON CONDITION THAT YOU ACCEPT SUCH TERMS. BY CLICKING ON THE “ACCEPT” BUTTON BELOW OR BY DOWNLOADING, INSTALLING OR USING THE SERVICE, YOU ARE AGREEING TO BE BOUND BY AND TO ABIDE BY THESE TERMS (INCLUDING THE DISCLAIMERS AND LIMITATIONS OF LIABILITY CONTAINED HEREIN). IF YOU DO NOT AGREE TO SUCH TERMS, DO NOT USE THIS SERVICE AND UNINSTALL ANY SERVICE SOFTWARE IMMEDIATELY.
Legal Age: By participating in the Service or by using the Service, you are stating that you are at a legal age where you can enter into this agreement or you have your parent's or guardian's consent. In any case, you affirm that you are at least 13 years old or older, as the Service is not intended for children under that age of 13. If you are under 13 years of age, you may not download, install or use Service.
Modifications: Collaborate may modify this Agreement from time to time and such modification shall be effective upon posting by Collaborate at https://secure.blackboard.com/legal/collaborate/IMParticipantAgreement.htm. You agree to be bound to any changes to this Agreement when you participate in the Service or use the Service after any such modification is posted.
Changes to the Service: You agree that Collaborate has the right to change, modify, add to or discontinue or retire any aspect or feature of the Service at any time. Collaborate has no obligation to give you notice of any changes. From time to time, Collaborate may, but is under no obligation, release upgrades, fixes or new versions of the Service, although these upgrades may not be consistent across all platforms and devices. You agree to accept and not to interfere with such changes in the Service or related services.
to your compliance with the terms and conditions of this Agreement, Collaborate
grants you a personal, limited, non-exclusive, non-transferable,
non-sublicensable, non-commercial license to install and use the software and
services distributed by Collaborate in object code form only, for use on any
computer or device you want to use to access the Service and solely for
personal use consistent with this Agreement.
You may not sublicense or charge others to access the Service without first getting written consent from Collaborate. You may not sell, assign, or otherwise transfer any right in the software or incorporate any portion in another product, except for any LGPL licensed software. You may only make one copy of Service software. This copy may only be used for back-up purposes. You agree not to use, copy, modify, reformat, create derivative works, publicly display, download, store, reproduce, transmit, provide links to, republish, upload, post, reprocess or distribute the Service. You acknowledge and agree that all intellectual property rights, including without limitation, copyrights, patents, know-how, trade secrets or other proprietary information contained in or relating to the Service software or services, as well as any trademarks, service marks, trade names, icons, and logos contained therein ("Marks") (collectively "Intellectual Property Rights") are the exclusive property of Collaborate and/or its licensors. Nothing in this Agreement intends the transfer any such Intellectual Property Rights to you. You are only entitled to the limited use of the Intellectual Property Rights as granted to you in this Agreement. While you may have been provided with a copy of Service software, Collaborate and its licensors retain all rights, title and interests in and to the Service and all Intellectual Property Rights embodied therein. You will not take any action to jeopardize, limit or interfere with Collaborate's Intellectual Property Rights. You acknowledge and agree that any unauthorized use of the intellectual property rights is a violation of the Agreement and/or intellectual property laws, including without limitation, copyright laws and trademark laws. Content of the Service that incorporates or includes any Intellectual Property Rights or Marks may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Collaborate reserves all rights not expressly granted in this Agreement. The Service is licensed for use as a single product, and the component parts of the Service may not be separated for use in any other application(s).
Your Responsibilities: You are responsible for your use of the Service and agree that this use will be at your own risk. You are also responsible for internet access and maintaining any equipment needed to access the Service. Any internet or access charges are your responsibility. You allow Collaborate to utilize the processor and bandwidth of the computer (or other applicable device) for the limited purpose of facilitating communication between Service users. Collaborate will use commercially reasonable efforts, but does not warrant, to protect the privacy and integrity of computer resources you are utilizing.
Use of the Service: Collaborate may permanently or temporarily terminate, suspend, or otherwise refuse to permit your use of the Service without notice or liability, if in Collaborate's sole determination, you violate any of the Agreement terms. By using the Service you agree to:
Use the Service for lawful purposes only and in compliance with any policies posted on the Service web site or conveyed by electronic notice;
Comply with all export, re-export and import laws and restrictions, including your responsibility to obtain and bear all expenses relating to necessary licenses or exemptions regarding these matters. In particular, but without limitation, the Service may not be exported or re-exported (i) into (or to a national or resident of) any Canada or U.S. embargoed country or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders. You represent and warrant that you are not located in, under control of, or a national or resident of any such country or on any such list.
Use the Service and other Collaborate products only through the interfaces and protocols provided by or authorized by Collaborate;
Not to transmit information that infringes the rights of others or is harmful, abusive, racially or ethnically offensive, vulgar, obscene, sexually explicit, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, libelous, threatening, or in a reasonable person's view, objectionable;
Not to use the Service to transmit or send unsolicited bulk communications, including e-mail or instant messages or authorize, enable, or encourage others to do the same unsolicited bulk communications;
Not to collect information about other users, except such information collected by the Service for you;
Not to use the Service in a way that prevents or inhibits another user from enjoying the Service;
Not to translate, reverse-engineer, decompile, disassemble, modify, or make derivative works from Service software, except for your own use in making and debugging modifications of LGPL-licensed portions of the software in accordance with the LGPL license available at http://www.gnu.org/licenses/lgpl.html;
Not to obtain the communications protocol for accessing the Service;
Not to remove, obscure or alter any notices or indications of any intellectual property rights, including trademarks, copyrights, or patents, or any electronic notices;
Not to interfere with, or attempt to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running Service services;
Not to take any action that imposes an unreasonable or disproportionately large load on our infrastructure; and
Not to upload invalid data, viruses, worms, or other harmful software to the Service.
provided by Collaborate or other Service users is owned by the respective
contributors. You are solely responsible for your own submissions and the
consequences of posting or publishing them. By transmitting your material you
represent that you have the right to do so and hereby affirm, represent, and/or
warrant that you own or have the necessary licenses, rights, consents, and
permission to use, display, and authorize Collaborate to use, modify, copy,
reproduce, distribute, prepare derivative works of and display your
submissions. In connection with your submissions, you agree that you will not
submit material that is copyrighted, trademarked, protected by trade secret or
otherwise subject to third party proprietary rights, including privacy and
publicity rights, unless you are the owner of such rights or have permission
from their rightful owner to post the material and to grant Collaborate all of
the license rights.
You shall retain all of your ownership rights in your submissions. However, by submitting material to Collaborate, you hereby grant Collaborate a worldwide, non-exclusive, fully paid-up, royalty-free, irrevocable, perpetual, sublicenseable and fully transferable license to use, reproduce, distribute, prepare derivative works of, and display the material in connection with Service and Collaborate's business. You also hereby grant each other user a non-exclusive license to access your submitted material, and to use, reproduce, distribute, prepare derivative works of, and display such material as permitted under this Agreement. To the extent you do not have ownership rights to any of your submissions, you shall indemnify Collaborate for any claim regarding or resulting from Collaborate's use of your submissions. You agree that Collaborate does not guarantee any confidentiality with respect to any material you submit.
You agree that when using the Service, you will be exposed to user submissions from a variety of sources, and that Collaborate is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such user submissions. You further agree that you may be exposed to user submissions that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Collaborate with respect thereto.
Termination: Collaborate has the right to terminate your registration, license or your access to the Service for any reason, including without limitation, if in Collaborate's determination, it considers your use to be unacceptable or a breach of the letter or spirit of the Agreement. Collaborate also reserves the right to terminate accounts that have been inactive for more than one (1) year. Upon termination, you agree that all licenses and rights to use the Service shall terminate automatically and immediately. Upon termination, you also agree to immediately cease any use of the Service and remove any Service software from your hard drives and storage media and to immediately destroy all copies of the Service software in your possession or control.
Our Responsibilities to You: Collaborate does not warrant or make any representations about the results of the use of the Service or that the operation of the Service will be uninterrupted or error-free or that defects will be corrected. Collaborate also does not guarantee that users will be able to access the Service at all times or places or that they will have adequate capacity for all users. Collaborate has no responsibility for the interoperability of the Service with your systems or equipment. While there may be links to external sites on the Service, for example but not limited to a course webpage, Collaborate does not endorse nor accept responsibility for the information, suitability nor any other aspect of these sites. The use of the Service is at your own risk and Collaborate is not responsible for providing assistance to you, including error corrections, upgrades, updates, bug fixes, enhancements, or other types of support. Third party material, including software, may be offered through or incorporated into the Service. You also agree that the use of third party material is at your own risk. Collaborate does not warrant or represent any third party material and Collaborate is not responsible for providing assistance to you, including error corrections, upgrades, updates, bug fixes, enhancements, or other types of support regarding third party material. You understand that the Service does not support emergency calls or communications, or any other type of emergency service. Collaborate, its affiliates, directors, officers, employees and agents are in no way responsible or liable for such emergency calls.
Remedy: Collaborate's whole liability and your only recourse for any dispute with Collaborate is to discontinue your use of the Service.
agree to defend, indemnify and hold harmless Collaborate, its vendors, and
their respective directors, officers, employees and agents from and against all
claims and expenses, including attorney's fees, arising out of your use of Service
products. You agree to indemnify and hold harmless Collaborate for losses
incurred due to someone else using your account due to a failure to use
reasonable care to keep your account information confidential.
Collaborate reserves the right, at its own expense and in its sole discretion, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.
SOFTWARE AND SERVICES PROVIDED THROUGH THE SERVICE ARE PROVIDED "AS
IS" AND "AS AVAILABLE." YOU AGREE THAT YOUR USE OF THE SERVICE
SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, COLLABORATE,
ITS OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS, PARTNERS, AND AGENTS DISCLAIM
ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF
MERCHANTABILITY, SUITABILITY, QUALITY, ACCURACY, FITNESS FOR PARTICULAR
PURPOSES AND NON-INFRINGEMENT, IN CONNECTION WITH SERVICE AND YOUR USE THEREOF.
COLLABORATE MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENT OF ANY
SITES LINKED TO SERVICE. COLLABORATE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR
ASSUME RESPONSIBILITY FOR ANY PRODUCT OR MATERIAL, SOFTWARE, OR SERVICE
PROVIDED, ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH SERVICE OR ANY
HYPERLINKED WEB SITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND COLLABORATE
WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY
TRANSACTION BETWEEN YOU AND THIRD PARTY PROVIDERS OF PRODUCTS OR SERVICES.
The Service is offered by Collaborate from its facilities in Alberta, Canada. Collaborate makes no representations that the Service is appropriate or available for use in other countries. Those who access or use the Service from other jurisdictions do so at their own volition and are responsible for compliance with local law.
NO EVENT SHALL COLLABORATE, ITS OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS,
PARTNERS, OR AGENTS, BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL,
PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS,
MISTAKES, OR INACCURACIES OF SERVICE CONTENT, (II) PERSONAL INJURY OR PROPERTY
DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICE,
(III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL
PERSONAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF
TRANSMISSION TO OR FROM THE SERVICE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR
THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD
PARTY, (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT, (VI) USER SUBMISSIONS OR THE
DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY, (VII) YOUR USE,
OR INABILITY TO USE, ANY PORTION OF THE SERVICE OR FOR ANY LOSS OR DAMAGE OF
ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED,
TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE, WHETHER BASED ON
WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE
COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION
OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE
This Agreement is between Collaborate and you only and not with any other licensors or partners, including without limitation, Blackboard Inc. or any of its affiliates or subsidiaries (collectively, "Blackboard"). Your assent to the terms of this Agreement does not modify or supersede the terms of any agreements that you may have with any other licensors or partners, including without limitation, Blackboard. You acknowledge that any outside licensors or partners, including without limitation Blackboard, assume no obligations or liabilities and make no warranties with regard to your use of the Service or any of its components.
Assignment: The Agreement and any rights and licenses may be assigned by Collaborate without restriction, including without limitation, in the event that Collaborate is merged with or acquired by another company. You are not allowed to assign this Agreement or any rights hereunder.
United States DMCA Notice: The United States Digital Millennium Copyright Act, signed into law on October 28, 1998, amended the United States copyright law to provide limitations for service provider liability relating to material online. We have registered a Designated Agent with the United States Copyright Office to receive notice of alleged copyright infringements in the Unites States contained on the Service. All inquiries into alleged copyright infringement in the United States should be sent to Blackboard Collaborate Inc., c/o Teresa Frazier, 1899 L Street, N.W., 5th Floor, Washington, D.C. 20036.
U.S. Government End Users: The Service is a "commercial item" as defined in United States 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software documentation." According to 48 C.F.R. 12.232 and 227.7202-1 through 227.7202-4, all United States Government end users acquire the software with only those rights set forth herein.
Entire Agreement: This Agreement contains the entire understanding and agreement between us respecting the subject matter hereof. This Agreement may not be supplemented, modified, amended, released or discharged except in the manner described above or by an instrument in writing signed by each party's duly authorized representative. All captions and headings in this Agreement are for purposes of convenience only and shall not affect the construction or interpretation of any of its provisions. Any waiver by either party of any default or breach hereunder shall not constitute a waiver of any provision of this Agreement or of any subsequent default or breach of the same or a different kind. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement.
Governing Law: The validity, interpretation, construction and performance of this Agreement shall be governed by the laws in the Province of Alberta (without reference to conflicts of laws principles). The Service shall be deemed to be provided from Alberta, Canada, and this Agreement to be, in all respects, an Alberta contract.
Severability: Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of the prohibition or unenforceability without invalidating the remaining provisions of this Agreement and any prohibition or unenforceability in any jurisdiction will not invalidate or render unenforceable that provision in any other jurisdiction. For any provision severed there will be deemed substituted a like provision to accomplish the intent of the parties as closely as possible to the provision as drafted, as determined by any court or arbitrator having jurisdiction over any relevant proceeding, to the extent permitted by the applicable law.
Choice of Language: The parties have requested that this Agreement and all documents relating thereto be drawn up in English. Les parties conviemment avoir requis que ce contrat de même que tous les documents s'y rattachant soient redigés en anglais seulement.