IMPORTANT! READ CAREFULLY: This End User License Agreement (“Agreement”) sets forth the terms and conditions by which Cengage Learning, Inc. (“Cengage”, “we” or “us”) will make electronic access to the Cengage hosted online community (the “Community”) available to you (the “End User” or “you”). BY CHECKING THE “I ACCEPT THE AGREEMENT” BOX, YOU ACKNOWLEDGE THAT YOU HAVE READ ALL OF THE TERMS AND CONDITIONS, THAT YOU UNDERSTAND THEM AND THAT YOU AGREE TO BE BOUND BY SAME AND ALL APPLICABLE GUIDELINES AND RULES AND LAWS AND REGULATIONS GOVERNING THE USE OF THE COMMUNITY.
We reserve the right to change these terms and conditions from time to time. You acknowledge and agree that it is your responsibility to review the Community and these terms and conditions periodically and to be aware of any such changes. Your continued use of the Community after such changes will constitute your acknowledgement of the modified terms and conditions and agreement to abide and be bound by the modified terms and conditions. We will provide notice of such changes by posting a notice of the changes (which may include posting a new Agreement or reference to a new Agreement) on the Community, which changes shall be effective immediately upon such posting. In addition, when using the Community, you shall be subject to any posted guidelines or rules applicable to such use that may contain terms and conditions in addition to this Agreement. All such guidelines and rules are hereby incorporated by reference into and made a part of this Agreement.
Access to the Community is void where prohibited. The Community is intended solely for users who are eighteen (18) years of age or older or under 18 only if currently enrolled and attending high school or college. Any registration by, use of or access to the Community by anyone under 18 and not in high school or college is unauthorized, unlicensed and in violation of this Agreement. By accessing the Community, you represent and warrant that you are 18 or older or enrolled in high school or college, and that you agree to, and to abide by, all of the terms and conditions of this Agreement.
In consideration of your use of the Site, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site (“Registration Data”); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to Cengage, to keep it accurate, current and complete; and (d) be fully responsible for all use of your account and for any actions that take place using your account.
All content on the Community is the proprietary property of Cengage or its licensors with all rights reserved, your own User Content or other users’ User Content. No such content may be modified, copied, distributed, framed, reproduced, republished, downloaded, scraped, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without Cengage’s or other users’ prior written permission, except that the foregoing does not apply to your own User Content (as defined below) that you legally post on the Community. Provided that you are eligible for use of the Community, you are granted a limited license to access and use the Community and to download or print a copy of any portion of the content on the Community to which you have properly gained access solely for your personal, non-commercial (non-profit making) use, provided that you keep all copyright or other proprietary notices intact. Except for your own User Content, you may not upload or republish content on the Community on any Internet, Intranet or Extranet site or incorporate the information in any other database or compilation, and any other use of the content on the Community is strictly prohibited. Such license is subject to this Agreement and does not permit use of any data mining, robots, scraping or similar data gathering or extraction methods. Any use of the Community or the content on the Community other than as specifically authorized herein, without the prior written permission of Cengage, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in this Agreement shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time without notice and with or without cause. IN THE EVENT THE EXPRESSED PURPOSE OF THE COMMUNITY OR A PORTION OF THE COMMUNITY IS TO PROVIDE A FORUM FOR THE MODIFICATION OF CONTENT SUBMITTED ON THE COMMUNITY BY USERS, SUCH PURPOSE SHALL BE EXPRESSLY POSTED BY CENGAGE ON THE COMMUNITY AND PARTICIPATION BY USERS IN SUCH FORUM SHALL CONSTITUTE PERMISSION FOR SUCH USERS’ CONTENT TO BE MODIFIED BY OTHER USERS. CENGAGE SHALL EXPRESSLEY ADVISE USERS WHEN CENGAGE CONTENT SUBMITTED ON THE COMMUNITY IS PERMITTED TO BE MODIFIED BY USERS.
Cengage graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks or trade dress of Cengage in the U.S. and/or other countries. Cengage’s trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Cengage.
You understand that the Community is available for your personal, non-commercial (non-profit making) use only. You represent, warrant and agree that no materials of any kind submitted through your account or otherwise posted, transmitted or shared by you on or through the Community will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; or contain libelous, defamatory or otherwise unlawful material. You agree not to upload or post any messages on the Community that do not pertain directly to material appropriate to the Community and include, but are not limited to, messages containing insults, complaints or personal information; exam or quiz answers; obscene, derogatory, or inappropriate language; messages that either promote or challenge a particular religious belief; messages that either promote or challenge a particular political cause or candidate; messages of a harassing, intimidating or bigoted nature; and information about illegal activities or information that could cause potential harm to others. In addition, you agree not to:
You are solely responsible for all content you upload, publish or display (hereinafter, “post”) on or through the Community, or transmit to or share with other users (collectively the “User Content”). You may not post, transmit, or share User Content on the Community that you did not create or that you do not have permission to post. You understand and agree that Cengage may, but is not obligated to, review User Content and may delete or remove (without notice) any User Content or any other content on the Community in its sole discretion, for any reason or no reason, including User Content that in the sole judgment of Cengage violates this Agreement, or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of users or others. We are not responsible for any failure or delay in removing such content. You are solely responsible at your sole cost and expense for creating backup copies and replacing any User Content you post or store on the Community or provide to Cengage.
We neither endorse nor assume any liability for the contents of any material uploaded or submitted by users of the Community, and you understand that although we may provide you storage space and access for User Content on the Community, we in no way endorse the User Content or deem the User Content to be suitable under the terms of this Agreement. Cengage may remove any and all content, including User Content, from the Community at any time for any reason or no reason. You hereby consent to such removal and waive any claim against us arising out of such removal of content (including User Content). You also understand that we reserve the right to conclude that the User Content is unsuitable in accordance with our standards, and we may come to such a conclusion even if it is based upon our opinion or mere suspicion or belief, without any duty to prove that our opinion or suspicion is well-founded and even if our opinion or suspicion is proven not to be well-founded or if we provide services to other users despite such users’ content having the same or similar characteristics as the User Content.
In addition, you may not use the Community to breach security of another account or attempt to gain unauthorized access to another network or server. Not all areas, features, functionalities, or capabilities of the Community may be available to you or other authorized users of the Community. You shall not interfere with anyone else's use and enjoyment of the Community. Users who violate systems or network security may incur criminal or civil liability.
We may investigate any reported violation of this Agreement or any complaints and take any action that we deem appropriate and reasonable under the circumstance to protect our systems, facilities, customers and/or third parties, including suspending or terminating without prior notice your account and access to the Community. In the event we take any corrective action, we shall not be obligated to refund to you any unused prepaid charges.
To comply with applicable laws and governmental requests, to protect our systems and customers or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including your profile information (including name and e-mail address), usage history, and User Content residing on our computer systems. We also reserve the right to report to appropriate law enforcement officials, regulators, or other appropriate third parties any activity that we suspect violates any law. To the extent any inconsistency exists between any terms of our online privacy practices (if any) and our right to disclose under this Section, our right to disclose under this Section will control.
When you post User Content to the Community, you authorize and direct Cengage to make such copies thereof as Cengage deems necessary in order to facilitate the posting and storage of the User Content on the Community. By posting User Content to any part of the Community, you automatically grant, and you represent and warrant that you have the right to grant, to Cengage an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such User Content for any purpose, commercial, advertising, or otherwise, on or in connection with the Community or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of the foregoing. You may remove your User Content from the Community at any time. Cengage does not assert any ownership over your User Content; rather, as between Cengage and you, subject to the rights granted to Cengage in this Agreement, you retain full ownership of all of your User Content and any intellectual property rights or other proprietary rights associated with your User Content.
We respect the intellectual property rights of others and we prohibit users from uploading, posting or otherwise transmitting on the Community any materials that violate another party's intellectual property rights. When we receive proper Notification of Alleged Copyright Infringement, we promptly remove or disable access to the allegedly infringing material and terminate the accounts of repeat infringers as described herein in accordance with the Digital Millenium Copyright Act. If you believe that any material on the Site infringes upon any copyright which you own or control, you may send a written notification of such infringement to our Designated Agent.
If you believe that your own copyrighted work is accessible on the Community in violation of your copyright, you may provide Cengage’s Designated Agent with a written communication as set forth in the Digital Millennium Copyright Act ("DMCA"), 17 U.S.C. § 512(c)(3) that contains substantially the following information:
Please note that you may be liable for damages, including court costs and attorneys fees, if you materially misrepresent that content on the Community is copyright infringing. Filing a false form hereunder constitutes perjury.
Upon receiving a proper Notification of Alleged Copyright Infringement as described above, Cengage will remove or disable access to the allegedly infringing material and promptly notify the alleged infringer of your claim. Cengage also will advise the alleged infringer of the DMCA statutory Counter Notification procedure described below by which the alleged infringer may respond to your claim and request that Cengage restore this material.
If you believe your own copyrighted material has been removed from the Community as a result of mistake or misidentification, you may submit a written Counter Notification to our Designated Agent pursuant to 17 U.S.C. § 512(g)(2) and (3). To be an effective Counter Notification under the DMCA, your Counter Notification must include substantially the following:
You may submit your Counter Notification to our Designated Agent by fax, mail, or E-Mail as set forth below:
Cengage Designated Copyright Agent:
Mr. William Sampson
Cengage Learning, Inc.
27500 Drake Road
Farmington Hills, MI 48331
Phone: 800-877-4253 ext. 8942
If you send Cengage a valid, written Counter Notification meeting the requirements described above, Cengage will restore your removed or disabled material after ten (10) business days but no later than fourteen (14) business days from the date Cengage receives your Counter Notification, unless Cengage’s Designated Agent first receives notice from the party filing the original Notification of Alleged Copyright Infringement informing Cengage that such party has filed a court action to restrain you from engaging in infringing activity related to the material in question.
Please note that if you materially misrepresent that the disabled or removed content was removed by mistake or misidentification, you may be liable for damages, including costs and attorney's fees. Filing a false form on this page constitutes perjury.
In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, Cengage has adopted a policy of terminating, in appropriate circumstances and at Cengage’s sole discretion, End Users who are deemed to be repeat infringers. Cengage may also at its sole discretion limit access to the Community and/or terminate the access to the Community of End Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
The Community may contain content belonging to third parties. Such content is not investigated, monitored or checked for accuracy, appropriateness or completeness by Cengage, and we are not responsible for any such content posted on, available through or installed from the Community. Inclusion of or permitting the use or installation of any such content does not imply approval or endorsement thereof by Cengage. If you decide to use or install any such content, you do so at your own risk and you should be aware that our terms and policies no longer govern.
The Community may provide, or third parties may provide, links to other World Wide Web sites or resources. Because Cengage has no control over such sites and resources, you acknowledge and agree that Cengage is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content on or available from such sites or resources. You further acknowledge and agree that Cengage shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content available on or through any such site or resource.
You are solely responsible for your interactions with other Community users. Cengage reserves the right, but shall have no obligation, to monitor disputes between you and other users.
Cengage is not responsible or liable in any manner for any user content or third party content posted on the Community, whether posted or caused by users of the Community, by Cengage, by third parties or by any of the equipment or programming associated with or utilized in the Community. Although Cengage provides rules for user conduct and postings, Cengage does not control and is not responsible for what users post, transmit or share on the Community and is not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content you may encounter on the Community or in connection with any user content or third party content. Cengage is not responsible for the conduct, whether online or offline, of any user of the Community.
The Community may be temporarily unavailable from time to time for maintenance or other reasons. Cengage assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, user communications. Cengage is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any website or combination thereof, including injury or damage to End User’s or to any other person’s computer, mobile phone, or other hardware or software, related to or resulting from using or downloading materials in connection with the Web and/or in connection with the Community. You are solely responsible for providing, at your own expense, all equipment necessary to use the Community, including a computer, modem and your own Internet access (including payment of Internet Service Provider fees associated with such access). We reserve the sole right to either modify or discontinue the Community, including any features therein, any and all content, software and other items used or contained in the Community at any time without notice. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by Cengage. Under no circumstances will Cengage be responsible for any loss or damage, including any loss or damage to any user content or personal injury or death, resulting from anyone’s use of the Community, any user content or third party content posted on or through the Community or transmitted to users, or any interactions between users of the Community, whether online or offline.
THE COMMUNITY, ANY PLATFORM APPLICATIONS AND THE COMMUNITY CONTENT ARE PROVIDED “AS-IS” AND CENGAGE DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. CENGAGE CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE COMMUNITY. CENGAGE DOES NOT REPRESENT OR WARRANT THAT SOFTWARE, CONTENT OR MATERIALS ON THE COMMUNITY ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT THE COMMUNITY OR ANY OF ITS SERVERS, OR ANY PLATFORM APPLICATIONS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THEREFORE, YOU SHOULD EXERCISE CAUTION IN THE USE AND DOWNLOADING OF ANY SUCH CONTENT AND USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES. WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN CONTENT, FROM OR THROUGH THE COMMUNITY AND ANY PLATFORM APPLICATIONS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR YOUR USE THEREOF AND ANY DAMAGES TO YOUR COMPUTER SYSTEM, LOSS OF DATA OR OTHER HARM OF ANY KIND THAT MAY RESULT.
IN NO EVENT WILL CENGAGE OR ITS SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE COMMUNITY OR ANY OF THE COMMUNITY CONTENT ON, ACCESSED THROUGH OR DOWNLOADED FROM THE COMMUNITY, EVEN IF CENGAGE IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, CENGAGE’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM CENGAGE, REGARDLESS OF THE CAUSE OF ACTION.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
Cengage may terminate your access to the Community and delete any content or information that you have posted on the Community for any reason, or no reason, at any time in its sole discretion, with or without notice, including if Cengage believes that you are under 13, or under 18 and not in high school or college.
The Community provides services and uses software and technology that may be subject to United States Export Controls. You acknowledge and agree that the Community shall not be used, and none of the underlying software or technology may be downloaded or otherwise exported or re-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 using the Community, 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.
You hereby agree to indemnify and hold Cengage and its affiliates, and each of their shareholders, directors, officers, employees and agents, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorneys’ fees, arising out of or in connection with any user content, any third party content you post or share on or through the Community, your use of the Community or your conduct in connection with the Community or with other users of the Community or any violation of this Agreement or of any law or the rights of any third party.
This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, excluding it principles of conflict of laws which would require the application of the law of another jurisdiction. With respect to any disputes or claims not subject to arbitration (as set forth below), you agree not to commence or prosecute any action in connection therewith other than in the state and federal courts of New York, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and Community non conveniens with respect to, venue and jurisdiction in the state and federal courts of New York.
This Agreement constitutes the entire agreement between you and Cengage regarding the use of the Community, and supersedes any prior and contemporaneous agreements and understandings, whether written or oral, between you and Cengage regarding your use of the Community. The failure of Cengage to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision in that or any other instance. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.