Acceptable Use Policy (Effective as of APRIL 1, 2008)
This ACCEPTABLE USE POLICY ("AUP") is made by and between Blackboard Connect Inc., a wholly-owned subsidiary of Blackboard Inc. (Nasdaq: BBBB) and a Delaware corporation, with offices at 1111 19th Street, N.W., Washington, DC 20006 ("Blackboard" or "we" or "our" or "us"), and you ("you" or "your"). This AUP states our policy on the acceptable use of the Blackboard Website and the Messaging Services (as defined below) (collectively, the "Blackboard Services"). This AUP is intended to protect us, our Blackboard Services, and our Clients, against improper or illegal activities. You are responsible for complying at all times with this AUP, as well as any posted modifications to this AUP. If you do not accept this AUP, you may not access or use the Blackboard Services.
YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE BLACKBOARD SERVICES, OR ANY PRODUCTS, SERVICES, CONTENT, OR OTHER INFORMATION AVAILABLE ON OR THROUGH THE BLACKBOARD WEBSITE, IS TO STOP USING THE BLACKBOARD WEBSITE AND/OR THE MESSAGING SERVICES. YOUR AGREEMENT WITH US REGARDING COMPLIANCE WITH THIS AUP BECOMES EFFECTIVE IMMEDIATELY UPON COMMENCEMENT OF YOUR USE OF ANY OF THE BLACKBOARD SERVICES. IF YOU DO NOT AGREE TO BE BOUND BY THIS AUP, DO NOT ACCESS OR USE ANY PART OF THE BLACKBOARD SERVICES.
THE MOST CURRENT VERSION OF THIS AUP, WHICH SUPERCEDES ALL PREVIOUS VERSIONS, CAN BE REVIEWED BY CLICKING ON THE "ACCEPTABLE USE POLICY" HYPERLINK LOCATED AT THE BOTTOM OF EVERY PAGE OF THE BLACKBOARD WEBSITE.
"Client" refers to a natural person, entity, organization, or agency that has entered into a Client Services Agreement with Blackboard for the receipt of the Messaging Services, as such terms are described below. Certain portions of the Blackboard Website are available only to an Blackboard Client.
"Client Data" refers to the contact information for the Client and the Client's intended message recipients, which are provided to Blackboard by the Client pursuant to the provision of the Messaging Services. Client Data may or may not include, personally identifiable information. Client Data is imported from the client’s database into the Blackboard database via a secured connection on the Internet and over encrypted lines using Secure Sockets Layer (SSL).
"Blackboard Data" refers to contact information for the Client’s intended message recipients licensed to a Client by Blackboard, pursuant to the provision of the Messaging Services. Blackboard Data may or may not include personally identifiable information.
"Client Services Agreement" refers to the additional written contract executed by, and applicable to, a Client in receipt of the Messaging Services, either for a fee or no fee. These may be in the form of a Services Agreement, License Agreement, Trial Services Agreement, End User Services Agreement, Promotional Agreement, or any other written agreement between Blackboard and the Client. The AUP is incorporated by reference into the Client Services Agreement and visa versa.
"Client Terms" refers to the additional terms and conditions which are applicable to a Client and which supplement the Client Services Agreement ("Client Terms").
"Messaging Services" are available only to a Client who has executed a Client Services Agreement with NTI, and refer to any one or all of the services provided by Blackboard, which include, the Connect-ED® service (the "Connect-ED Service"), the Connect-CTY® service (the "Connect-CTY Service"), the Connect-MIL® service (the "Connect-MIL Service") the Connect-GOV® service (the "Connect-GOV Service") the Connect-ORG® service (the "Connect-ORG Service"), "TRY NOW" pages related to any of the aforementioned Connect- services, or any other notification service provided by Blackboard. The Messaging Services facilitate the dissemination of messages via varying communication media. The Client’s primary recourse in the event of any actual or potential threat to person or property, should be to contact First Responders such as, for example purposes only, 911, fire, police, emergency medical, and public health. The Messaging Services are intended to augment First Responder services that have already been notified and deployed and are not designed for use in high risk activities or in any other situation where failure of the Messaging Services could lead to death, personal injury, or damage to property, or where other substantial damage could result if an error occurred.
"NTI Services" refers to the Messaging Services and the Blackboard Website. The Client is responsible for installing, operating and maintaining the equipment, telephone, connection to the World Wide Web, and web browser interfaces, for access to, and use of, the Blackboard Services.
"Blackboard Website" refers to the web sites owned and operated by Blackboard, which include, www.blackboardconnect.com, www.notification.com, www.ntigroup.com, www.nticonnectcty.com, www.nticonnected.com, www.nticonnectgov.com, www.nticonnectmil.com, www.nticonnectorg.com, and any other website associated with the business of Blackboard, including "TRY NOW" websites pertaining to the aforementioned services. Any reference to the Blackboard Websites includes any one, or all, of the aforementioned web sites, or any other Uniform Resource Locator ("URL") addresses with which Blackboard replaces or adds to, the aforementioned URLs.
"USER" refers to any natural person, entity, organization or agency which uses the Blackboard Website and/or the Messaging Services. Accordingly, a User may, or may not, be a Client.
- Except as expressly stated otherwise in this AUP, the singular includes the plural and the plural, the singular.
- Any reference to the requirement for 'written permission', 'written consent', or 'written authorization' of Blackboard, refers expressly to the written permission from the Blackboard Chief Operating Officer, the Blackboard Chief Executive Officer, or the Blackboard Chief Financial Officer.
User's acknowledgment and acceptance of the Acceptable Use Policy
Blackboard provides the Blackboard Services subject to your compliance with all the terms, conditions, and notices contained or referenced herein as well as in any other written agreement between Blackboard and you if you are a Client. Blackboard reserves the right to change the AUP from time to time without notice to you. You acknowledge and agree that it is your responsibility to review the AUP periodically and to be aware of any modifications. Your continued use of the Blackboard Website and the Messaging Services (if you are a Client), after such modifications will constitute your acknowledgement of the modified AUP, and your agreement to abide and be bound by the modified AUP.
Modifications; interruptions to the Blackboard website
We reserve the sole right to modify or discontinue the Blackboard Website, including any features therein, at any time with or without notice to you and will not be liable to you or any third party should we exercise such right. You understand that Blackboard has no control over the third party networks that you access in order to use the Blackboard Website, and that interruptions of the Blackboard Website may occur due to disruption of other network transmissions, completely beyond our control.
Third party sites and information
The Blackboard Website may contain links to other websites, which are not maintained by, or related to, Blackboard. Links to these other websites are provided as a service to Users of the Blackboard Services. Blackboard is not responsible for the content, accuracy or opinions expressed in such third party websites. Blackboard does not investigate, monitor, or check these websites for accuracy or completeness, and the inclusion of any linked website on the Blackboard Website does not imply approval or endorsement of the linked website by Blackboard. If you decide to leave the Blackboard Website and access these third-party sites, you do so at your own risk.
Intellectual property information
The material and content including, but not limited to, text, graphics, logos, button icons, images, audio clips, data compilations, and software, and the compilation thereof, accessible from the Blackboard Website and any other website owned and operated by Blackboard, ('Content'), is the property of Blackboard or the party that provided or licensed any part of the Content to Blackboard. As such, the Content may not be copied, distributed, republished, uploaded, posted, or transmitted in any way without the prior written consent of Blackboard.
The trademarks, logos, and service marks displayed on the Blackboard Website, are the registered and unregistered marks of Blackboard, our affiliates, our licensors or our partners, in the United States and other countries, and are protected by United States and international trademark laws. Blackboard is the exclusive owner of all rights, title and interest in and to the Blackboard Services. The Blackboard logo, the PACE logo, the Blackboard word mark, Blackboard Technologies, One Penny Per Student Per Day, Blackboard Group, The Blackboard Group, Blackboard Group of Companies, Partnership for Academic and Community Excellence, No Hardware. No Software. No Additional Phone Lines., The Recognized Leader In School-to-Parent Communications, Better To Have It And Not Need It, Than Need It And Not Have It..., I'm OK Call, Connect-ED, Get Connected With Connect-ED, NTI Connect-ED, Because Communication Matters, Connect-CTY, Connect-GOV, Connect-MIL, NTI Connect-CTY, and the Connect-CTY logo (collectively the "Blackboard Marks"), are trademarks or service marks of Blackboard Connect Inc.. Except as set forth in the limited license below, or as required under any applicable law, neither the Content, the Blackboard Marks, nor any other portion of the Blackboard Website may be used, reproduced, duplicated, copied, sold, resold, accessed, modified, or otherwise exploited, in full or in part, for any purpose without the prior written consent of the Legal Department at Blackboard.
All contents of the Blackboard Website: Copyright © 2004-2016 Blackboard Connect Inc. All Rights Reserved Worldwide.
We grant you a limited, revocable, and nonexclusive license to use the Blackboard Website to access the Messaging Services or to review information about our company and the Messaging Services. As a condition of your use of any of the Blackboard Services, you warrant to Blackboard that you will not use the Blackboard Website for any purpose that is unlawful or prohibited by the AUP.
The limited license set forth in this Section means that you may NOT: (i) modify, download, or publicly display the Blackboard Website, or any portion thereof, or the Content (except caching or as necessary to view content); (ii) make any use of the Blackboard Website or the Content other than for permissible uses as described in these AUP; (iii) create any derivative work based on either the Blackboard Website or the Content; (iv) collect account information for the benefit of another party; (v) use any meta tags or any other 'hidden text' utilizing our name or the Blackboard Marks without the express written consent of Blackboard; (vi) use software robots, spiders, crawlers, or similar data gathering and extraction tools, or take any other action that may impose an unreasonable burden or load on our infrastructure; or (vii) co-brand, frame, or hyper-link to the Blackboard Website, without the express written permission of Blackboard. For purposes of these AUP, "co-branding" means to display a name, logo, trademark, or other means of attribution or identification of any party in such a manner as is reasonably likely to give a user the impression that such other party has the right to display, publish, or distribute the Blackboard Website or the Content. You agree to cooperate with Blackboard in causing any unauthorized co-branding, framing or hyper-linking immediately to cease.
Information and press releases
The Blackboard Website contains information and press releases about us. While this information was believed to be accurate as of the date prepared, we disclaim any duty or obligation to update this information or any press release. Information about companies other than ours contained in any press release or otherwise, should not be relied upon as being provided or endorsed by us.
Accuracy of information
We attempt to be as accurate as possible when describing the Blackboard Services; however, to the extent permitted by applicable law, we do not warrant that the Content available on the Blackboard Website is accurate, complete, reliable, current, or error free.
Notice of copyright infringement
We respect the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide us with the following information ("Notice"):
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
- A description of the copyrighted work that you claim has been infringed;
- A description of where the material that you claim is infringing is located on the Blackboard Website;
- Your address, telephone number, and e-mail address;
- A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
- A statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owners behalf.
All notices to us must be in writing and may be made either via email or conventional mail in accordance with the 'Notices' section below.
You will indemnify and hold Blackboard, its subsidiaries, affiliates, licensors, content providers, service providers, employees, agents, officers, directors, and contractors (the "Indemnified Parties") harmless from any breach of the AUP by you, including any use of Content other than as expressly authorized in the AUP. You also agree to indemnify us for any loss, damages, or costs, including reasonable attorneys' fees, resulting from your use of software robots, spiders, crawlers, or similar data gathering and extraction tools, or any other action you take that imposes an unreasonable burden or load on our infrastructure. You agree that the Indemnified Parties will have no liability in connection with any such breach or unauthorized use, and you agree to indemnify any and all resulting loss, damages, judgments, awards, costs, expenses, and attorneys' fees of the Indemnified Parties in connection therewith. You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of your use of the information accessed from the Blackboard Website and/or the Messaging Services.
Security of Blackboard Services
You are prohibited from using any services or facilities provided in connection with the Blackboard Services to compromise security or tamper with system resources and/or Client Account Information (as defined below). The use or distribution of tools designed for compromising security (e.g., password guessing programs, cracking tools or network probing tools) is strictly prohibited. If you become involved in any violation of Blackboard’s system security, Blackboard reserves the right to release your details to law enforcement authorities and to system administrators at other sites in order to assist them in resolving security incidents. Blackboard will cooperate with law enforcement authorities or court orders requesting or directing Blackboard to disclose the identity of anyone sending communications via the Messaging Services, or publishing or otherwise making available any materials that are believed to violate the AUP.
"Complete Agreement" Your Client Services Agreement and any amendments, addendums, exhibits, and schedules (as applicable), and these AUP, as the latter may be amended from time-to-time in Blackboard's sole discretion, constitute the entire agreement between Blackboard and you, and supersede all prior or contemporaneous agreements, representations, warranties and understandings, whether electronic, verbal, or written, between you and Blackboard, with respect to the Blackboard Website and the Messaging Services.
"Access to the Messaging Services" To use the Messaging Services, you may be asked to provide certain registration details or other information. It is a condition of your use of the Messaging Services that all the information you provide is correct, current, and complete. If Blackboard believes that the information you provide is not correct, Blackboard has the right to refuse you access to the Messaging Services, and to terminate or suspend your access pending correction. Only a Client, or a duly authorized individual acting on behalf of and under the direct supervision of a Client, can access and use the Messaging Services. Any new features that augment or enhance the then-current Messaging Services shall also be subject to the AUP.
"Client Responsibility for Account Information" In order to access the Messaging Services as a Client, you will require a username, password, and/or other security-related access information (collectively, "Account Information"). You are responsible for knowing who has access to your applications and servers and making sure that proper security precautions are taken with respect to your Account Information. You are responsible for all unauthorized use or misuse of the Messaging Services, due to your direction or lack of direction, control, lack of care in protecting Account Information, or failure to comply with the Client Services Agreement. You may not permit any individual or entity that is not an authorized User to use the Messaging Services. All the Account Information provided to you is deemed Confidential Information of Blackboard. You agree to (a) immediately notify Blackboard of any unauthorized use of any Account Information or any other breach of security pertaining to the Messaging Services, and (b) ensure that Users exit from their accounts at the end of each session. Blackboard cannot and will not be liable for any loss or damage arising from your or any User's failure to comply with this Section. We reserve the right to refuse service and terminate accounts, for any reason, in our sole discretion without prior notice. You may not transfer or share your Account Information with anyone.
"Responsibility for Your Content" We do not pre-screen communications and are not responsible for screening or monitoring messages sent by you, although we reserve the right to do so.
"Representations" You represent and warrant that (i) the Messaging Services will be used solely for lawful purposes; (ii) you will not transmit messages using the Messaging Services in violation of any laws; and (iii) you have the authority to use each item of Client Data, disclose such data to Blackboard, and transmit messages to your intended recipients.
"Ownership" You acknowledge and agrees that no deliverables provided by Blackboard to you have been or will be purchased or developed with Client funds. Accordingly, nothing grants or transfers to you any ownership rights in the Messaging Services or materials pertaining to the provision of the Messaging Services.
"Confidentiality" You agree to maintain the confidentiality of Blackboard Confidential Information (as defined below), with the same degree of care you use to protect your own confidential and proprietary information, but in no event less than a reasonable degree of care. For the purposes of the Messaging Services, the term "Confidential Information" means the User Guide, the Blackboard Website, and all materials pertaining to your use of the Messaging Services. You agree to limit access to the Confidential Information to those of your employees and independent contractors who have a business need for the access and who have entered into appropriate confidentiality agreements with you. You are expressly prohibited from reproducing, modifying, duplicating, copying, making derivative works, displaying, or otherwise exploiting, in whole or in part, any portion of the Blackboard Website or the Confidential Information, without the express written permission of the Legal Department at Blackboard.
"Security of Messaging Services" Prohibited violations of the security or integrity of the Messaging Services include, but are not limited to, the following:
- Attempting to log into or otherwise obtaining or seeking to obtain unauthorized access to any account or computer system. This includes, for example: (i) accessing data or information not intended for you or your use, (ii) attempting to probe, scan, or test the vulnerability of the Messaging Services, and (iii) tampering, hacking, modifying or otherwise corrupting, circumventing or breaching security or authentication measures without proper authorization;
- Interfering with or attempting to interfere with the Messaging Services to any user, host, or network, by use of any program, script, command, or otherwise, including, overloading, "flooding," or "crashing" any computer system, or causing a User's screen to "scroll" faster than the user is able to follow to type to it, "trapping" users at any URL or site, or taking any action that has a similarly disruptive effect as any of the foregoing;
- Transmitting material that contains viruses, trojan horses, worms, time bombs, cancelbots or any other computer programming routines or engines with the intent or effect of damaging, destroying, disrupting or otherwise impairing a computer's functionality or the operation of the Messaging Services; and
- Interfering with, intercepting or expropriating any system, data or information.
"Spam" and Other Unsolicited Communications You are prohibited from "spamming", "mailbombing", or from otherwise transmitting the same or similar unsolicited e-mail messages, bulk commercial advertising, or chain letters to e-mail groups (which are two or more e-mail addressees aggregated as a single email addressee), newsgroups, bulletin boards, or to users that have requested that messages not be sent to them. This prohibition includes the following activities:
- Sending unsolicited commercial or other emails having large attachments to a single recipient;
- Collecting responses from mass unsolicited e-mail messages; OR
"Other Prohibited Activities" You cannot use the Messaging Services or permit others to use the Messaging Services in a manner that, in our reasonable judgment, is a use of the Messaging Services to:
- Using the Messaging Service to send unlawful, harmful, harassing, defamatory, threatening, cruel, vulgar, sexually explicit, hateful or otherwise objectionable material of any kind, or any material that exploits children or is invasive of another person's privacy or other rights or is likely to cause emotional distress (regardless of whether the foregoing is accomplished explicitly, impliedly, suggested through the use of symbols, or through frequency or size of presentation);
- Engage in or encourage conduct that would constitute fraud or would violate the laws of any applicable jurisdiction, including, without limitation, laws governing advertising, alcohol, antitrust, child protection, drugs, encryption, exportation, food, financial services, firearms, gambling, importation, information systems, intellectual property, obscenity, privacy, publicity, securities, telecommunications and tobacco;
- Offer, solicit, sell, buy, rent, or license any goods, products, services, or information in, from, or to any location in which such activity is unlawful;
- Engage in deceptive on-line marketing;
- Advocate, promote, or otherwise encourage violence against any government, organization, group, individual or property, or to provide instruction, information, or assistance in causing or carrying out such violence;
- "Spoof" or otherwise impersonate any individual or entity, falsely state or otherwise misrepresent your identity or affiliation in any way, or forge, delete or alter any part of TCP/IP packet header or sender identification information in any e-mail or other transmission;
- Attempt to intercept, redirect or otherwise interfere with communications intended for others;
- Send or post a message whose subject or content is unrelated to the subject matter of the newsgroup or bulletin board to which it is posted;
- Hold us, our affiliates, officers, employees and/or shareholders up to public scorn or ridicule;
- Engage in any activity that would subject us or our service providers to civil or other liability;
- Engage in any other activity using the Messaging Services that we, in our sole, reasonable discretion, deem to be inappropriate or an abuse of the Messaging Services;
- Make false or unverified complaints against any other subscriber, or otherwise abuse any complaint response procedure established with respect to the Messaging Services (or any part of the Messaging Services); or
- Misrepresent your relationship with Blackboard;
- Assist or permit any persons in engaging in any of the activities described above.
Software that may be available on or through the Blackboard Website from time-to-time, is subject to United States Export Controls. No software from the Blackboard Website may be downloaded or exported (a) into (or to a resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other country which the United States has embargoed goods; or (b) anyone on the United States Treasury Department's list of Specially Designated Nationals or the United States Commerce Department's Table of Deny Orders. By downloading or using any software, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.
Although the Blackboard Website may be accessible worldwide, we make no representation that materials on the Blackboard Website are appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access the Blackboard Website from other locations do so at their own initiative and are responsible for compliance with local laws. Any offer for any product, service, and/or information made in connection with the Blackboard Website is void where prohibited.
All notices to us must be in writing and may be made either via email or conventional mail. Notices to us must be sent to the attention of Legal Department at firstname.lastname@example.org if by email, or at Legal Department, Blackboard Connect Inc., 1111 19th Street, N.W., Washington, DC 20006, if by conventional mail. Notices to you may be sent to the email address supplied for your Account or we may broadcast notices or messages through the Blackboard Website to inform you of changes to the Blackboard Website or other matters of importance, and such broadcasts shall constitute notice to you.
Any notices or communication will be deemed delivered to the party receiving such communication (1) on the delivery date if delivered personally to the party; (2) two business days after deposit with a commercial overnight carrier, with written verification of receipt; (3) five business days after the mailing date, if sent by US mail, return receipt requested; (4) on the delivery date if transmitted by confirmed facsimile; or (5) on the delivery date if transmitted by confirmed email.
You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to the Blackboard website for any reconstruction of any lost data. Blackboard does not assume any responsibility or risk for your use of the internet. YOUR USE OF THE Blackboard WEBSITE IS AT YOUR OWN RISK. THE CONTENT IS PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. Blackboard DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. Blackboard DOES NOT WARRANT THAT THE FUNCTIONS OR CONTENT CONTAINED IN THE Blackboard WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE Blackboard WEBSITE OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. Blackboard DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING USE, OR THE RESULT OF USE, OF THE CONTENT IN TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE. THE CONTENT MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS, AND Blackboard MAY MAKE CHANGES OR IMPROVEMENTS AT ANY TIME. YOU, AND NOT Blackboard, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION IN THE EVENT OF ANY LOSS OR DAMAGE ARISING FROM THE USE OF THE Blackboard WEBSITE OR THEIR CONTENT. Blackboard MAKES NO WARRANTIES THAT YOUR USE OF THE CONTENT WILL NOT INFRINGE THE RIGHTS OF OTHERS AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN SUCH CONTENT. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. NO VERBAL OR WRITTEN REPRESENTATIONS, INFORMATION OR ADVICE GIVEN BY Blackboard OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.
Limitation of liability
YOU AGREE THAT Blackboard WILL NOT BE RESPONSIBLE OR LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY: (1) INTERRUPTION OF BUSINESS; (2) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO THE BLACKBOARD WEBSITE; (3) DATA NONDELIVERY, MISDELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION; (4) LOSS OR DAMAGES OF ANY SORT INCURRED AS A RESULT OF DEALINGS WITH OR THE PRESENCE OF OFF-SITE LINKS ON THE BLACKBOARD WEBSITE; (5) COMPUTER VIRUSES, SYSTEM FAILURE OR MALFUNCTION THAT MAY OCCUR IN CONNECTION WITH YOUR USE OF THE BLACKBOARD WEBSITE, INCLUDING DURING HYPERLINK TO OR FROM THIRD-PARTY WEBSITE; OR (6) EVENTS BEYOND OUR REASONABLE CONTROL. IN NO EVENT, WILL BLACKBOARD BE LIABLE TO ANY USER FOR ANY CLAIMS RELATING IN ANY WAY TO ANY DECISION MADE OR ACTION TAKEN BY THE USER OR A THIRD PARTY IN RELIANCE OF THE BLACKBOARD WEBSITE OR THE MESSAGING SERVICES. FURTHERMORE, TO THE MAXIMUM EXTENT PERMITTED BY LAW BLACKBOARD WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) RELATED TO THE BLACKBOARD WEBSITE REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION OF DAMAGES SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN BLACKBOARD AND YOU. THE BLACKBOARD WEBSITE AND THE CONTENT WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM BLACKBOARD THROUGH THE BLACKBOARD WEBSITE SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT.
With respect to any dispute regarding the Blackboard Website, your rights and obligations and all actions contemplated by the AUP shall be governed by the laws of the State of California, as if the AUP were a contract wholly entered into and wholly performed within California. Any cause of action by you with respect to the Blackboard Website (and/or any information, products or services related thereto) must be instituted within one (1) year after the cause of action arose or be forever waived and barred. All actions shall be subject to the limitations set forth in Sections 17, 18, and 19.
The Blackboard Website may include statements concerning our operations, prospects, strategies, financial condition, future economic performance and demand for our services, as well as our intentions, plans and objectives, that are forward-looking statements. These statements are based upon a number of assumptions and estimates which are subject to significant uncertainties, many of which are beyond our control. When used on the Blackboard Website, words like anticipates, expects, believes, estimates, seeks, plans, intends and similar expressions are intended to identify forward-looking statements designed to fall within securities law safe harbors for forward-looking statements. The Blackboard Website and the information contained therein do not constitute an offer or a solicitation of an offer for the sale of any securities. None of the information contained herein is intended to be, and shall not be deemed to be, incorporated into any of our securities-related filings or documents.
Blackboard Connect Inc.
Attn: Legal Department
1111 19th Street, N.W.
Washington, DC 20006