Session Participant Agreement
YOU HAVE ASKED TO BE CONNECTED TO
ONE OR MORE BLACKBOARD COLLABORATE SESSIONS ("SESSIONS"), WHICH
SESSIONS ARE PROVIDED SUBJECT TO, AND UPON THE TERMS SET OUT BELOW AND ON
CONDITION THAT YOU ACCEPT SUCH TERMS. BY CLICKING ON THE “ACCEPT ” BUTTON,
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.
The Sessions are being provided by
the party who invited you to attend same and such party has entered into an
agreement with Blackboard Collaborate Inc. ("Collaborate") to utilize
Collaborate’s services, software, documentation and
other materials ("Services") to enable such party to host the
Sessions. This Session Participant Agreement ("Agreement") is
supplementary to, and in no way amends, replaces or supersedes, the agreement
between Collaborate and such party. This Agreement is between you and Collaborate.
Legal Age: By participating in the Sessions or by using the
Services, 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.
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/ParticipantAgreement.htm
You agree to be bound to any changes to this
Agreement when you participate in the Sessions or use the Services after any
such modification is posted.
Limitations on Use: You may connect to, and participate in, the Sessions and
use the Services solely for the purpose of participating in the Sessions in the
manner approved by the party who invited you to participate. You shall not sublicense,
lend or lease the Sessions or the Services or otherwise make the Sessions or
the Services available to any third party. You shall not permit the Sessions or
the Services to be subject to any timesharing, services bureau, subscription
services, or rental activities. You may not use, copy, modify, transfer,
download, merge, make any translation or derivative work or otherwise deal with
any aspect of the Sessions or the Services except as expressly set out in this
Agreement. To the fullest extent allowed by law, you agree not to cause or
permit the disassembly, reverse compilation or other decoding of any aspect of
the Sessions or the Services.
Content of Communications: You are solely responsible for the content of any
communications by you with third parties, including any communications made
through the Sessions or by using the Services. Collaborate does not condone or
allow spam. You agree that you will not use the Sessions or the Services to
send unsolicited commercial or other e-mail. You shall not, directly or
indirectly, send, submit, post, receive or otherwise facilitate, or in any way
use, or permit to be used, the Sessions or the Services to: (i) send, submit, post, receive or otherwise facilitate the
transmission of any materials that are abusive, obscene, profane, sexually
explicit, threatening, or materials containing blatant expressions of bigotry,
racism or hate; of (ii) impersonate another person or misrepresent your own
identity as that of another person. You
shall comply with all state, provincial, federal and local laws (including, but
not limited to export/import laws and laws relating to privacy, obscenity,
copyright, trademark, confidential information, trade secret, libel, slander or
defamation). Although Collaborate is not responsible for any such
communications, we may delete any such communications of which we become aware,
at any time without notice to you. You agree and acknowledge that you shall be
responsible and liable for all uses made by yourself of the Sessions or the Services.
Collaborate’s Intellectual Property:
You acknowledge that by participating in the Sessions you will be exposed to
and may use, directly or indirectly, the Services of Collaborate or its
licensors (including certain methods, processes or techniques utilized in same,
as well as certain patents, design rights, copyrights, trademarks and trade
secret rights therein), which are proprietary to and embody the valuable
confidential information and trade secrets of Collaborate or its licensors and
are protected by intellectual property and other laws and international
treaties. This Agreement does not transfer any title or ownership rights to
you.
Access to Internet: You acknowledge and agree that you are responsible for
obtaining your own access to the Internet and that Collaborate shall not
provide such access or any services in relation thereto. You acknowledge and
agree that access to the Sessions or the Services may not be available from
time to time, may be terminated in whole or in part at any time and without
notice, and that Collaborate shall not, in any event, be responsible to you in
any way should you be unable to access the Sessions or the Services at any
time, or from time to time. You
acknowledge and agree that most information shared or communicated between you
and Collaborate through the Sessions or the Services occurs in an unsecured
environment, is not treated as confidential, and may be intercepted and read by
others. You agree that Collaborate is not liable for any damages related to
communications to or from the Sessions or the Services.
Information You Share with Collaborate: You agree that with respect to any information (including,
without limitation, any feedback, input or suggestions) you provide to Collaborate
(other than information provided as participation during a Session): (i) Collaborate has no obligation concerning such
information; (ii) the information is non-confidential; (iii) Collaborate may
use, disclose, distribute or copy the information and may use any ideas,
concepts or know-how contained in the information for any purpose; and (iv) the
information is truthful and providing the information does not violate the
legal rights of others.
User ID’s and Access Codes: You acknowledge and agree that the user identification or
access code provided to you so that you may access, utilize or otherwise employ
the Sessions or the Services are to be kept secret and confidential. You shall
not disclose your user identification or access code to any other party without
the express written permission of Collaborate. You acknowledge and agree that
you shall be responsible for each and every access, use or employment of the
Sessions or the Services that occurs in conjunction with your user
identification or access code.
Collaborate’s Systems:
You agree that you will not attempt to enter restricted areas of Collaborate’s computer system or perform functions that you
are not authorized to perform pursuant to this Agreement.
Resellers and Partners: Where the Sessions or the Services are provided through one
of our partners or resellers of our services, you hereby consent to Collaborate
providing your information related to the provision of the Sessions and the
Services to you to such partner or reseller to enable Collaborate and such
partner or reseller to administer your relationship and to provide the Sessions
and the Services to you.
DISCLAIMER: EXCEPT AS OTHERWISE EXPLICITLY SET OUT HEREIN, COLLABORATE
EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS
CONCERNING THE SESSIONS OR THE SERVICES, INCLUDING ANY AND ALL REPRESENTATIONS,
WARRANTIES OR CONDITIONS OF DESIGN, MERCHANTABILITY OR FITNESS FOR ANY
PARTICULAR PURPOSE, NON-INFRINGEMENT OR PERFORMANCE AND ANY AND ALL
REPRESENTATIONS, WARRANTIES OR CONDITIONS THAT MIGHT OTHERWISE ARISE DURING THE
COURSE OF DEALING, USAGE OR TRADE AND THOSE WHICH MAY BE IMPLIED BY LAW. THIS
AGREEMENT SETS OUT THE ENTIRE EXTENT OF ALL REPRESENTATIONS, WARRANTIES AND
CONDITIONS IN RESPECT OF THE SESSIONS AND THE SERVICES AND NO AGENT OF COLLABORATE
IS AUTHORIZED TO ALTER SAME. ALL ALTERATIONS SHALL BE IN WRITING AND SIGNED BY COLLABORATE.
RESPONSIBILITY: YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THE
SESSIONS AND THE SERVICES.
LIMITATION OF LIABILITY: IN NO EVENT SHALL COLLABORATE OR ANY OF ITS DIRECTORS,
OFFICERS, EMPLOYEES, SHAREHOLDERS OR AGENTS BE LIABLE FOR ANY GENERAL,
INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, CONSEQUENTIAL OR OTHER DAMAGES
WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF
BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY
CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF
THIS AGREEMENT, INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS
TO, OR EXPLOITATION OF THE SESSIONS OR THE SERVICES, OR ANY PART THEREOF, OR
ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF WE HAVE BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT
(INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR
OTHERWISE.
THE CONSIDERATION BEING PAID
HEREUNDER DOES NOT INCLUDE ANY CONSIDERATION FOR COLLABORATE TO ASSUME ANY
RISKS BEYOND THOSE EXPRESSLY ASSUMED HEREIN AND IF ANY SUCH RISKS WERE TO BE ASSUMED
BY COLLABORATE, COLLABORATE WOULD NOT HAVE ENTERED INTO THIS AGREEMENT WITHOUT
CHARGING SUBSTANTIALLY HIGHER FEES. NOTWITHSTANDING ANY OTHER PROVISION
CONTAINED HEREIN, COLLABORATE AND ITS DIRECTORS, OFFICERS, EMPLOYEES,
SHAREHOLDERS AND AGENT'S TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT
AND THE LICENSE AND USE OF THE SERVICES, SOFTWARE OR DOCUMENTATION UNDER ANY
AND ALL CIRCUMSTANCES, ARISING IN ANY MANNER WHATSOEVER, SHALL BE LIMITED TO
THE GREATER OF: (A) FIVE ($5.00) US DOLLARS, OR (B) THE LICENSE FEES ACTUALLY
PAID BY YOU TO COLLABORATE UNDER THIS AGREEMENT IN THE ONE YEAR PERIOD
IMMEDIATELY PRECEDING THE FINAL ACT OR EVENT WHICH GAVE RISE TO SUCH LIABILITY.
SOME JURISDICTIONS DO NOT ALLOW FOR
THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL
DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
Assignment: You shall not assign this Agreement or any of your rights
hereunder without the prior written consent of Collaborate. The Sessions and
the Services may be amended, revised, replaced or terminated, in whole or in
part, by Collaborate, at its sole discretion, at any time and from time to
time, without notice.
Termination: You may terminate this Agreement at any time by stopping
your participation in the Sessions and your use of the Services. Collaborate may, at its sole discretion, at any time and from time to
time, without notice, suspend your right to participate in the Sessions or use
any of the Services and/or terminate this Agreement or any of the licenses
granted hereunder. Upon termination of this Agreement, you shall immediately
cease and desist participating in the Sessions or using the Services. Your
obligations under this Agreement shall survive any termination of this
Agreement.
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 Services 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.