Effective Date: June 2015
Acceptance of Terms
This document is a binding contract (“Terms”) between you and The Maine State of Learning Website (“MSOL Website” or “MSOL Site”), which is provided by Breakwater Learning (“Breakwater” or “we” or “us”) in partnership with Badge Labs. These Terms apply whenever you use the MSOL Website, or any other site, application, product or service we offer now or in the future. Further, we may automatically upgrade the MSOL Website, and these Terms will apply to such upgrades. By accessing or using the MSOL Website, you agree to be bound by these Terms. If you use the MSOL Website on behalf of an organization, you agree to these terms on behalf of that organization. If you do not agree to these Terms, you may not use the MSOL Website.
By using the MSOL Website, you represent and warrant that you are at least 18 years old, or, if you are under 18 years old, that you are acting with the consent and supervision of your parent; and you have full power, capacity, and authority to accept these Terms on behalf of yourself, or if applicable, your child who is under 18 years old. If you are under the age of 13, you must provide verifiable parental consent before you may register for an account.
Provision of Services
The MSOL Website provides digital badge infrastructure to our partner learning providers (“Partners”). Our Partners are responsible for defining the nature of any given badge, and for assessing who may receive a badge. We are not responsible for the content or awarding of specific badges.
While we strive to provide a consistent experience for our users, we are constantly updating and upgrading our offerings. You understand and agree that the form and nature of the MSOL Website may change, without prior notice to you. You further acknowledge and agree that MSOL Website may stop (permanently or temporarily) its services to you or to users generally at Breakwater’s sole discretion, without prior notice to you.
You acknowledge and agree that if MSOL Website disables access to your account, you may be prevented from accessing the site, your account details or any files or other content that is contained in your account.
Breakwater hereby grants you a limited, non-exclusive, non-transferable, and revocable license to use the products and services offered via the MSOL Website, subject to your compliance with these Terms.
Your Account, Passwords, and Security
In order to access certain services on the MSOL Website, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process, or as part of your continued use of the MSOL Site. You agree that any registration information you give to MSOL Site will always be accurate, correct and up to date.
You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to register and access the MSOL Website.
Accordingly, you agree that you will be solely responsible to Breakwater for all activities that occur under your account.
If you become aware of any unauthorized use of your password or of your account, you agree to notify Breakwater immediately at email@example.com.
You are fully responsible for your conduct on the MSOL Website. You agree to use the MSOL Site only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).
The following activity is not allowed on the MSOL Website:
- Illegal or inappropriate content or conduct;
- Technologically harmful content, including but not limited to malware, spyware, adware or any other malicious or destructive code;
- Harassing or threatening other MSOL Website users;
- Violating the intellectual property rights of third parties;
- Violating the privacy rights of third parties;
- Any activity that interferes with or disrupts the MSOL Website (or the servers and networks which are connected to the Site); and
- Copying, selling, trading or reselling the MSOL Website for any purpose (without written authorization from Breakwater).
You agree that you are solely responsible for (and that Breakwater has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which Breakwater may suffer) of any such breach.
Termination, Survival, and Severabilility
The Terms will continue to apply until terminated by either you or Breakwater as set forth below. All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
You are free to stop using the MSOL Website at any time. If you wish to formally terminate your legal agreement with us, you may do so by (a) notifying Breakwater at any time and (b) closing your accounts for MSOL Website. Your notice should be sent, in writing, to the Breakwater address, [856 Brighton Ave. Portland, Maine 04102].
Breakwater may terminate its legal agreement with you and your access to the MSOL Website in our sole discretion if you do not comply with these Terms, or use the MSOL Website in a manner that would cause legal liability, disrupt the services available via the MSOL Website, or disrupt others’ use of the MSOL Website, or for any other reason.
If any provision of these Terms is found unenforceable, the remaining provisions shall remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible.
Disclaimer of Warranty; Limitation of Liability
EXCEPT AS OTHERWISE EXPRESSLY STATED, INCLUDING BUT NOT LIMITED TO IN A LICENSE OR OTHER AGREEMENT GOVERNING THE USE OF SPECIFIC CONTENT, ALL CONTENT LOCATED AT OR AVAILABLE FROM THE MSOL WEBSITE IS PROVIDED “AS IS,” AND BREAKWATER, ITS CONTRACTORS AND ITS LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT OF PROPRIETARY RIGHTS. WITHOUT LIMITING THE FOREGOING, BREAKWATER, ITS CONTRACTORS AND ITS LICENSORS MAKE NO REPRESENTATION OR WARRANTY THAT CONTENT LOCATED ON THE MSOL WEBSITE IS FREE FROM ERROR OR SUITABLE FOR ANY PURPOSE; NOR THAT THE USE OF SUCH CONTENT WILL NOT INFRINGE ANY THIRD PARTY COPYRIGHTS, TRADEMARKS OR OTHER INTELLECTUAL PROPERTY RIGHTS. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN CONTENT THROUGH BREAKWATER’S WEBSITES AT YOUR OWN DISCRETION AND RISK, AND THAT BREAKWATER, ITS CONTRACTORS AND ITS LICENSORS WILL HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH CONTENT.
EXCEPT AS OTHERWISE EXPRESSLY STATED, INCLUDING BUT NOT LIMITED TO IN A LICENSE OR OTHER AGREEMENT GOVERNING THE USE OF SPECIFIC CONTENT, IN NO EVENT WILL BREAKWATER, ITS CONTRACTORS OR ITS LICENSORS BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, REGARDLESS OF THE BASIS OR NATURE OF THE CLAIM, RESULTING FROM ANY USE OF THE MSOL WEBSITE, OR THE CONTENTS THEREOF OR OF ANY HYPERLINKED WEB SITE, INCLUDING WITHOUT LIMITATION ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR OTHERWISE, EVEN IF BREAKWATER, ITS CONTRACTORS OR ITS LICENSORS WERE EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
We respond to valid notices of copyright infringement according to the Digital Millennium Copyright Act. If you believe that your copyrights have been violated, please send us a notice to: Designated DMCA Agent, [856 Brighton Ave. Portland, Maine 04102, firstname.lastname@example.org].
It is our policy to terminate the accounts of those users we determine to be repeat infringers.
Third Party Content and Links; No Endorsement
The MSOL Website may include hyperlinks to other websites or content or resources. Breakwater has no control over any websites or resources which are provided by companies or persons other than Breakwater (“Third Party Sites”). Breakwater does not necessarily monitor content made available via Third Party Sites. You acknowledge and agree that Breakwater is not responsible for the availability of any Third Party Sites, and does not endorse any advertising, products or other materials on or available from such websites or resources. You further acknowledge and agree that Breakwater is not liable for any loss or damage which may be incurred by you as a result of the availability of Third Party Sites, or as a result of any reliance on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, Third Party Sites.
Modifications to the Terms
We are constantly updating our services, and that means sometimes we have to change the legal terms under which our services are offered. If we make changes that are material, we will let you know by, for example, posting a notice on our homepage, or sending you an email or other communication before the changes take effect. The notice will designate a reasonable period of time after which the new Terms will take effect. If you disagree with our changes, then you should stop using the MSOL Website within the designated notice period. Your continued use of the MSOL Website will be subject to the new Terms. New Terms shall apply prospectively only.
Waiver, Severability, Assignment
Breakwater’s failure to enforce a provision is not a waiver of its right to do so later. You may not assign any of your rights under these Terms, and any such attempt will be void. Breakwater may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the MSOL Website.
Release and Indemnification
You release Breakwater, its officers, employees, agents and successors from claims, demands and damages of every kind or nature arising out of or related to any disputes with other users. You agree to defend, indemnify, and hold harmless Breakwater, its contractors and its licensors, and their respective directors, officers, employees and agents from and against any and all third party claims and expenses, including attorneys’ fees, arising out of your use of the MSOL Website, including but not limited to out of your violation of any representation or warranty contained in these Terms.
These Terms shall be governed by the laws of the State of Maine without regard to conflict of law principles.
We would like to opportunity to resolve any issues without resorting to a formal legal case. We ask that you contact us at email@example.com directly before filing any claims against us so we can try to work things out.
Should it become necessary, we both agree to resolve any disputes arising out of these Terms or your use of the MSOL Website through final and binding arbitration. Arbitration is a less formal procedure than a lawsuit in court, with the goal of resolving disputes more quickly. We both agree to waive our rights to have our claims decided by a judge or jury. Instead, the arbitration shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by three arbitrators appointed in accordance with the Rules. The arbitration will be held in the United States county where you live or work, Cumberland, Maine, or any other location we agree to, and shall be conducted in the English language. The arbitrators’ decision may be enforced in any court of competent jurisdiction. The prevailing party shall be entitled to costs and attorneys’ fees, but Breakwater will not seek its attorneys’ fees and costs in arbitration unless the arbitrators determine that your claim is frivolous.
Exceptions to Agreement to Arbitrate
Claims for injunctive or equitable relief or claims regarding intellectual property rights may be brought in any competent court without the posting of a bond.