Terms of Use 1. Acceptance of Terms A. By visiting, using, and/or setting up a free account on the Schoolwide Network web site (the “Web Site”), you signify your agreement to abide by the following: (1) All Terms of Use (the “Terms”) as described on this page, (2) the Schoolwide Network Privacy Policy (the “Privacy Policy”) referenced in these Terms and available at http://www.schoolwidenetwork.com/privacy, and (3) the Schoolwide Network Community Guidelines (the “Guidelines”) also referenced in these Terms and available at http://www.schoolwidenetwork.com/guidelines. If you do not agree to these Terms, the Privacy Policy, or the Guidelines, you are not authorized to use the Schoolwide Network web site. B. Schoolwide Network may, in its sole discretion, modify or revise these Terms and policies at any time, and you agree to be bound by such modifications or revisions. Though we may attempt to notify you when major changes are made to these Terms, you should periodically review the most up-to-date version, which you’ll find at http://www.schoolwidenetwork.com/terms). Nothing in this Agreement shall be deemed to confer any third-party rights or benefits. 2. Schoolwide Network web site A. These Terms apply to all visitors and users of the Web Site, including those who contribute videos or printed content, information, and other materials or services on the Web Site. The Web Site includes all aspects of Schoolwide Network, including but not limited to all products, software, and services offered by the Web Site such as the Schoolwide Network channels, the Schoolwide Network "Embeddable Player," the Schoolwide Network "Uploader," and other applications. B. The Web Site may contain links to third-party web sites that are not owned or controlled by Schoolwide Network. Schoolwide Network has no control over and assumes no responsibility for the content, privacy policies, or practices of any third-party web sites. In addition, Schoolwide Network will not and cannot censor or edit the content of any third-party site. By using the Web Site, you expressly relieve Schoolwide Network from any and all liability arising from your access and use of any third-party web site. C. Accordingly, if/when you access a third-party web site from the Schoolwide Network web site, you should be aware that you are no longer on the Schoolwide Network site, and we encourage you to read the terms and conditions and privacy policy of each and every third-party or other web site that you visit. 3. Schoolwide Network Accounts A. In order to access some features of the Web Site, you must create a Schoolwide Network account. You may never use another's account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify Schoolwide Network immediately of any breach of security or unauthorized use of your account. B. Though Schoolwide Network will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of Schoolwide Network or others due to such unauthorized use. 4. General Use of the Web Site – Permissions and Restrictions Schoolwide Network hereby grants you permission to access and use the Web Site as set forth in these Terms, provided that: A. You agree not to distribute in any medium any part of the Web Site, including but not limited to “User Submissions” without prior written authorization from Schoolwide Network. (User Submissions is a collective term that includes any content uploaded by Schoolwide Network or Web Site users, and any user comments posted on the Web Site.) B. You agree not to alter or modify any part of the Web Site, including but not limited to Schoolwide Network's Embeddable Player or any of its related technologies. C. You agree not to access User Submissions or Schoolwide Network content through any technology or means other than the video playback pages of the Web Site itself, the Schoolwide Network Embeddable Player, or other explicitly authorized means as may be designated by Schoolwide Network. D.
You agree not to use the Web Site, including the Schoolwide Network Embeddable Player for any prohibited commercial uses without prior written authorization from Schoolwide Network. § sale of access to the Web Site or its related services such as the Embeddable Player for use on another web site; § use of the Web Site or its related services such as the Embeddable Player for the primary purpose of gaining advertising or subscription revenue; § sale of advertising on the Web Site or any third-party web site targeted to the content of specific User Submissions or Schoolwide Network content; and § any use of the Web Site, resources, User Submissions, or its related services such as the Embeddable Player that Schoolwide Network considers, in its sole discretion, to be for the purpose of competing with or displacing the market for Schoolwide Network, Schoolwide Network content, or its User Submissions. E. Prohibited commercial uses do not include: § uploading an original video to Schoolwide Network or maintaining an original channel on Schoolwide Network to promote your business or artistic enterprise; § using the Embeddable Player to show Schoolwide Network videos on an ad-enabled blog or web site, provided the primary purpose of such use is not to gain advertising revenue or compete with Schoolwide Network; and § any use that Schoolwide Network expressly authorizes in writing. F. If you use the Schoolwide Network Embeddable Player on your web site, you must include a prominent link back to the Schoolwide Network web site on the pages containing the Embeddable Player, and you may not modify, build upon, or block any portion of the Embeddable Player in any way. G. If you use the Schoolwide Network Uploader, you agree that it may automatically download and install updates from time to time from Schoolwide Network. These updates are designed to improve, enhance, and further develop the Uploader. Updates may include bug fixes, enhanced functions, new software modules, and completely new versions. You agree to receive such updates (and permit Schoolwide Network to deliver these to you) as part of your use of the Uploader. H. You agree not to use or launch any automated or other type of system, including without limitation, "robots," "spiders," or "offline readers" that accesses the Web Site in a manner that sends more request messages to the Schoolwide Network servers in a given period of time than can be reasonably produce in the same period by using a conventional online web browser. Notwithstanding the foregoing, Schoolwide Network grants the operators of public search engines permission to use spiders to copy materials from the Web Site for the sole purpose of and solely to the extent necessary of creating publicly available searchable indices of the materials, but not caches or archives of such materials. Schoolwide Network reserves the right to revoke these exceptions either generally or in specific cases. You agree not to collect or harvest any users’ personal information from the Web Site, including but not limited to account names, or to use the communication systems provided by the Web Site (e.g., comments, e-mail) for any commercial solicitation purposes. You also agree not to solicit, for commercial purposes, any users of the Web Site with respect to their User Submissions. I. You agree that you will also comply with the terms and conditions of any and all applicable local, national, and international laws and regulations as they pertain to the Web Site. J. Schoolwide Network reserves the right to discontinue any feature, service, or other aspect of the Web Site at any time. 5. Web Site Content In addition to the general restrictions above, the following conditions and restrictions apply specifically to your use of Content (as described below) on the Web Site. A. With the exception of User Submissions (as defined under number 4 above), content on the Web Site, including and without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like (the "Content"), and the trademarks, service marks, and logos contained therein (the "Marks"), are owned by or licensed to Schoolwide Network and are subject to copyright and other intellectual property rights under the law. Content on the Web Site is provided to you AS IS for your information and personal use only and may not be downloaded, 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. Schoolwide Network also reserves all rights not expressly granted in and to the Web Site and the Content. B. You may access User Submissions for your information and personal use solely as intended through the provided functionality of the Web Site. You shall not copy or download any User Submission unless you see a “download” or similar link displayed by Schoolwide Network on the Web Site for that User Submission. C. User Comments are made available to you for your information and personal use solely as intended through the normal functionality of the Web Site. User Comments are made available as written by the user, and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, downloaded, or otherwise exploited in any manner not intended by the normal functionality of the Web Site or as otherwise prohibited under this Agreement. D. You may access Schoolwide Network Content (as described above) and User Submissions only as permitted under this Agreement. Schoolwide Network reserves all rights not expressly granted in and to the Schoolwide Network Content and the Web Site. E. You agree to not to use, copy, or distribute any Content other than as expressly permitted herein, including any use, copying, or distribution of third-party User Submissions obtained through the Web Site, for any commercial purposes. F. You agree not to circumvent, disable, or otherwise interfere with any security related features of the Web Site, any features that prevent or restrict the use or copying of any Content, or enforce limitations on the use of the Web Site or Content therein. G. You understand that when using the Web Site you will be exposed to User Submissions from a variety of sources and that Schoolwide Network is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Submissions. You further understand and acknowledge 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 Schoolwide Network with respect thereto. You also agree to indemnify and hold Schoolwide Network, its owners/operators, members, managers, partners, shareholders, officers, directors, agents, affiliates, and/or licensors harmless to the fullest extent allowed by law regarding all matters related to your use of the Web Site. 6. Account Holder Submissions and Conduct A. As a Schoolwide Network account holder you may submit video content and printable content ("User Content") and textual content ("User Comments"). User Content and User Comments are collectively referred to as "User Submissions" as described under number 4 above. You understand that whether or not such User Submissions are published, Schoolwide Network does not guarantee any confidentiality with respect to any User Submissions. B. You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. In connection with User Submissions, you affirm, represent, and/or warrant that you own or have the necessary licenses, rights, consents, and permissions to use and authorize Schoolwide Network to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Submissions to enable inclusion and use of the User Submissions in the manner contemplated by the Web Site and these Terms of Use. C. For clarity, you retain all of your ownership rights in and to your User Submissions. However, by submitting User Submissions to Schoolwide Network, you hereby grant Schoolwide Network a perpetual, worldwide, non-exclusive, royalty-free, sub-license and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Submissions in connection with the Schoolwide Network web site and Schoolwide Network's (and its successors' and affiliates') business, including without limitation for promoting and redistributing part or all of the Web Site (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user of the Web Site a non-exclusive license to access your User Submissions through the Web Site, and to use, reproduce, distribute, display, and perform such User Submissions as permitted through the functionality of the Web Site and under these Terms. The above licenses granted by you are perpetual and irrevocable. D. In connection with User Submissions, you further agree that you will not submit Content that is copyrighted, 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 the rightful owner to submit or post the Content and to grant Schoolwide Network all of the license rights granted herein. E. You further agree that you will not, in connection with User Submissions, submit Content that is contrary to the Schoolwide Network Community Guidelines, found at http://www.schoolwidenetwork.com/guidelines, which you understand may be updated from time to time, or any Content that is contrary to applicable local, national, and international laws and regulations. F. Schoolwide Network does not endorse any User Submissions or any opinion, recommendation, or advice expressed therein, and Schoolwide Network expressly disclaims any and all liability in connection with User Submissions. Schoolwide Network does not permit copyright infringement activities or infringement of intellectual property rights on the Web Site, and Schoolwide Network will remove all Content and User Submissions if properly notified that such Content or User Submissions infringe on another's intellectual property rights. Schoolwide Network reserves the right to remove Content and User Submissions without prior notice. 7. Account Termination Policy A. Schoolwide Network reserves the right to review Content and User Submissions for appropriateness, compliance with these Terms of Use and the Schoolwide Network Community Guidelines found at http://www.schoolwidenetwork.com/guidelines, and for violations, other than copyright infringement, such as but not limited to pornography, obscene or defamatory material, poor quality, or excessive length. Schoolwide Network may remove such User Submissions and/or terminate a user's access for uploading Content that has been determined to be in violation of these Terms at any time, without prior notice, and at its sole discretion. B. Schoolwide Network will terminate a user's access to the Web Site if, under appropriate circumstances, the user is determined to be a repeat infringer of these Terms and/or the Schoolwide Network Community Guidelines. 8. Digital Millennium Copyright Act A. If you are a copyright owner or an agent thereof and believe that any User Submission or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing the following information in writing (see 17 U.S.C 512(c)(3) for further detail): § 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 a physical address, telephone number, and, if available, an e-mail address; § A statement that you have a good faith belief that use of the material in the manner complained of 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. Schoolwide Network's designated Copyright Agent to whom notification of claimed infringement should be submitted may be contacted at: copyrightagent@schoolwide.com. You acknowledge that if you fail to comply with all of the requirements of this Section 8(A), your DMCA notice may not be valid. B. Counter-Notice. If you believe that your User Submission that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to law, to use and submit the content in your User Submission, you may send a counter-notice, which should include the following 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, physical address, telephone number, e-mail address, a statement that you consent to the jurisdiction of the federal court in Islip, New York, and a statement that you will accept service of process from the person who provided notification of the alleged infringement. If a counter-notice is received by Schoolwide Network's designated Copyright Agent, Schoolwide Network may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed User Submission 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, at Schoolwide Network's sole discretion, be replaced or access to it restored in 10 to 14 or more business days after receipt of the counter-notice. 9. Warranty Disclaimer YOU AGREE THAT YOUR USE OF THE SCHOOLWIDE NETWORK WEB SITE SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, SCHOOLWIDE NETWORK, ITS OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, AFFILIATES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEB SITE AND YOUR USE THEREOF. SCHOOLWIDE NETWORK MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE WEB SITE’S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THE WEB SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS OR INACCURACIES OF CONTENT, (2) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER RESULTING FROM AND/OR ARISING OUT OF YOUR ACCESS TO AND USE OF THE WEB SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF THE SCHOOLWIDE NETWORK SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEB SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, THAT MAY BE TRANSMITTED TO OR THROUGH THE WEB SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, E-MAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SCHOOLWIDE NETWORK WEB SITE. SCHOOLWIDE NETWORK DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SCHOOLWIDE NETWORK WEB SITE OR ANY HYPERLINKED WEB SITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND SCHOOLWIDE NETWORK 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. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. 10. Limitation of Liability IN NO EVENT SHALL SCHOOLWIDE NETWORK, ITS OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, AFFILIATES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (2) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, RESULTING FROM AND/OR ARISING OUT OF YOUR ACCESS TO AND USE OF THE WEB SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF THE SCHOOLWIDE NETWORK SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEB SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, THAT MAY BE TRANSMITTED TO OR THROUGH THE WEB SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED FROM AND/OR ARISING OUT OF YOUR USE OF ANY CONTENT POSTED, E-MAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SCHOOLWIDE NETWORK WEB SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE SCHOOLWIDE NETWORK IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. YOU SPECIFICALLY ACKNOWLEDGE THAT SCHOOLWIDE NETWORK SHALL NOT BE LIABLE FOR ANY USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY, AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. The Web Site is controlled and offered by Schoolwide Network from its facilities in the United States of America. Schoolwide Network makes no representations that the Schoolwide Network web site is appropriate or available for use in other locations. Those who access or use the Schoolwide Network web site from other jurisdictions do so at their own volition and are responsible for compliance with local law(s). 11. Indemnity You agree to fully defend, indemnify, and hold harmless Schoolwide Network, its parent corporation, officers, members, managers, directors, employees, affiliates and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses, including but not limited to attorney's fees arising from: (1) your use of and access to the Schoolwide Network web site; (2) your violation of any term of these Terms of Use; (3) your violation of any third party right, including without limitation any copyright, property, privacy, or other intellectual property right; or (4) any claim that any content included in any of your User Submissions caused damage to a third party. This defense and indemnification obligation will survive these Terms of Use and your use of the Schoolwide Network web site. 12. Ability to Accept Terms of Service You affirm that you are either more than 18 years of age, an emancipated minor or possess legal parental or guardian consent, and that you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Use, and to abide by and comply with these Terms of Use. 13. Assignment These Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Schoolwide Network without restriction. 14. General You agree that the Schoolwide Network web site shall be deemed solely based in New York, and that the Schoolwide Network web site shall be deemed a passive web site that does not give rise to personal jurisdiction over Schoolwide Network, either specific or general, in jurisdictions other than New York. These Terms of Use shall be governed by the internal substantive laws of the State of New York, without respect to its conflict of laws principles. Any claim or dispute between you and Schoolwide Network that arises in whole or in part from your use of the Schoolwide Network Web site shall be decided exclusively by a court of competent jurisdiction located in Suffolk County, New York. These Terms of Use, together with the Privacy Notice at http://www.schoolwidenetwork.com/privacy, and any other legal notices published by Schoolwide Network on the Web Site, shall constitute the entire agreement between you and Schoolwide Network concerning the Schoolwide Network web site. If any provision of these Terms of Use is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect. No waiver of any term of these Terms of Use shall be deemed a further or continuing waiver of such term or any other term, and Schoolwide Network's failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision. Schoolwide Network reserves the right to amend these Terms of Use at any time and without any notice, and it is your responsibility to regularly review these Terms of Use for any changes. Your use of the Schoolwide Network web site following any amendment of these Terms of Use will signify your assent to and acceptance of its revised terms. YOU AND SCHOOLWIDE NETWORK AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SCHOOLWIDE NETWORK WEB SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
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