LearnLocker Subscription Membership Agreement - Terms and Conditions
PLEASE CAREFULLY READ THIS AGREEMENT AND THE FOLLOWING TERMS BEFORE ACCESSING LEARNLOCKER. BY ACCESSING LEARNLOCKER, YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO THESE TERMS, WHICH ARE SUBJECT TO PERIODIC MODIFICATIONS. LEARNLOCKER MAY MAKE MODIFICATIONS AT ANY TIME. YOUR CONTINUED USE OF THIS SITE WILL BE DEEMED YOUR CONCLUSIVE ACCEPTANCE OF ANY MODIFIED AGREEMENT.
2. Limited License. LearnLocker hereby grants each Member a limited, non-exclusive and non-transferable license to Access the Content and information available in The Library according to the provisions contained herein, and subject to the payment of the applicable subscription fees and adherence to these Terms.
3. Sharing. LearnLocker Personal3 and Group3 subscriptions include one paid member account and two Share member accounts that are tied to the member account. Those Share member accounts may be shared with anyone the paid member assigns an invitation to using the full name and email address. Those two shared Share accounts are controlled by the paid member and may be recalled and reassigned at any time the paid member deems. Sharing LearnLocker access through the two Share access accounts is encouraged and licensed. Sharing is however limited, at any given moment, to the specific individuals whose names and email addresses are assigned to the paid and Share accounts. Access to The Library is restricted to the members only and cannot be shared by other means, such as shared logins or live broadcasts from a single account to a larger audience (via webcast, projector or other screen captures or streaming presentation formats). Share member account cannot be a generic name or student; it must be a specific individual only.
4. Membership Subscription Fees. Membership Plans are available monthly or on an annual basis.
5. Modification of Terms. LearnLocker reserves the right to modify these Terms at any time. Except as otherwise stated herein, any change to these Terms is effective immediately after LearnLocker gives notice to the Member. Notice can be given through e-mail, a posting on the Site or any other means by which a Member may obtain notice. Member agrees to check the Site periodically for changes to these Terms. Any use of the Site after changes have been made shall be deemed acceptance of those changed terms and/or conditions.
6. Accessibility and Uptime. LearnLocker strives to provide The Library to its Members on a continuous basis. To that end, LearnLocker will take all commercially reasonable efforts to provide uninterrupted Access to The Library to its Members. However, from time to time, Members may be unable to Access The Library due to conditions beyond LearnLocker's control. Such conditions include, but are not limited to: force majeure, acts of God, power outages, and the acts of computer hackers and others acting outside the law. Also, from time to time, Access may be unavailable due to software issues, server downtime, increased Internet traffic or downtime, programming errors, regular maintenance of the system, and other related reasons. In response to any unavailability of The Library to its Members, LearnLocker will take all commercially reasonable steps to ensure Access is restored within a reasonable period of time. The term "commercially reasonable," as used in these Terms, shall mean reasonable efforts taken in good faith without an unduly or burdensome use or expenditure of time, resources, personnel or money. LearnLocker endeavors to provide the highest quality content to its Members. To that end, LearnLocker reserves the right, in its sole discretion, to change, modify, or discontinue any aspect or feature of this Site in whole or in part, including, without limitation, the content, availability, Access and/or the Terms of this Site. Such changes, modifications, additions or deletions will be effective immediately upon notice thereof, which notice may be made by posting such changes on this Site. Members are solely responsible for ensuring that they have sufficient and compatible hardware, software, telecommunications equipment and Internet service necessary for use of the Site.
7. Prohibited Conduct. To ensure that Members of the Site do not engage in Prohibited Conduct, LearnLocker reserves the right to monitor use of the Site and reserves the right to revoke or deny Access to The Library to any person or entity whose use of The Library suggests Prohibited Conduct. Access of the materials available at The Library beyond that of normal patterns of use that suggests systematic copying of the materials constitutes abuse of The Library and will result in revocation or denial of Access to The Library. The terms "normal patterns" and "abuse" shall be determined solely by LearnLocker. You agree not to violate any U.S., foreign or international software or technology export laws and regulations, including without limitation the U.S. Export Administration Regulations. Member expressly agrees to refrain from doing, either personally or through an agent, any of the following "Prohibited Conduct":
8. LIMITED WARRANTIES. LearnLocker warrants that the software that allows Members to Access The Library ("Software"), if operated as directed, will substantially achieve the functionality described on the Site. LEARNLOCKER PROVIDES NO WARRANTY THAT YOUR HARDWARE, SOFTWARE, TELECOMMUNICATIONS EQUIPMENT AND/OR INTERNET SERVICE IS COMPATIBLE OR SUFFICIENT TO ACCESS THE SITE. LEARNLOCKER'S SOLE LIABILITY FOR ANY BREACH OF THIS WARRANTY SHALL BE, IN ITS SOLE AND ABSOLUTE DISCRETION: (A) TO ADVISE THE MEMBER HOW TO ACHIEVE ACCESS TO THE SOFTWARE THROUGH ADJUSTMENTS TO THEIR SOFTWARE, HARDWARE OR INTERNET ACCESS SERVICES AND PRACTICES; OR (B) IF THE ABOVE REMEDY IS IMPRACTICABLE, TO REFUND THE SUBSCRIPTION FEE PAID FOR ACCESS TO THE LIBRARY DURING THE FIRST 30 DAYS OF MEMBERSHIP. IF ANY MODIFICATIONS ARE MADE TO THE SOFTWARE BY THE MEMBER DURING THE WARRANTY PERIOD; IF THE MEDIUM OR SOFTWARE IS SUBJECTED TO ACCIDENT, ABUSE, OR IMPROPER USE; OR IF THE MEMBER VIOLATES THE TERMS OF THIS AGREEMENT, THEN THIS WARRANTY SHALL IMMEDIATELY TERMINATE. THIS WARRANTY SHALL NOT APPLY IF THE SOFTWARE IS USED ON OR IN CONJUNCTION WITH HARDWARE OR SOFTWARE OTHER THAN THE UNMODIFIED VERSION OF HARDWARE AND SOFTWARE WITH WHICH THE SOFTWARE WAS DESIGNED TO BE USED AS DESCRIBED. ALTHOUGH LEARNLOCKER HAS ATTEMPTED TO PROVIDE ACCURATE INFORMATION ON THE SITE, IT MAKES NO GUARANTEE OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE RELIABILITY, ACCURACY, TIMELINESS OR COMPLETENESS OF THAT INFORMATION AND ASSUMES NO RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS THEREIN.
9. DISCLAIMERS AND LIMITATION OF LIABILITY. MEMBER ACCESSES THIS SITE AT HIS/HER/ITS OWN RISK. THE SITE IS PROVIDED ON AN "AS IS, AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND (BEYOND THE WARRANTIES SET FORTH IN SECTION 8), EXPRESSED, IMPLIED OR STATUTORY, AND ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTIES' RIGHTS ARE SPECIFICALLY DISCLAIMED. LEARNLOCKER DOES NOT WARRANT ANY PARTICULAR RESULT FROM USE OF THE SOFTWARE OR SITE. LEARNLOCKER DOES NOT WARRANT THAT THE INFORMATION ON THE SITE IS ACCURATE, COMPLETE OR COMPLIES WITH ANY PARTICULAR LAW OR REGULATION, OR THAT THE OPERATION OF AND YOUR ACCESS TO THE SITE WILL BE UNINTERRUPTED, ERROR-FREE, VIRUS-FREE OR COMPLETELY SECURE. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (TORT, CONTRACT OR OTHERWISE) SHALL LEARNLOCKER OR ANY OF ITS AFFILIATES, AGENTS, EMPLOYEES, SHAREHOLDERS, DIRECTORS, OFFICERS, THIRD PARTY CONTENT PROVIDERS, SUCCESSORS OR ASSIGNEES BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOSS OF DATA, LOSS OF PRODUCTIVITY OR CONTRACT, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES. YOUR USE OF THIS SITE IS AT YOUR SOLE RISK AND ANY CONTENT THAT YOU DOWNLOAD IS DOWNLOADED AT YOUR OWN DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM IN EXCESS OF THE AMOUNT LEARNLOCKER RECEIVED FROM THE MEMBER FOR A SUBSCRIPTION TO ACCESS THE LIBRARY, AND FOR ANY LOSS OF DATA THAT RESULTS FROM THE DOWNLOADING OF ANY SUCH CONTENT, INCLUDING ANY DAMAGES RESULTING FROM COMPUTER VIRUSES. IN NO EVENT WILL LEARNLOCKER BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT LEARNLOCKER RECEIVED FROM THE MEMBER FOR A SUBSCRIPTION TO ACCESS THE LIBRARY, EVEN IF LEARNLOCKER SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. IN NO EVENT WILL WARRANTIES PROVIDED BY LAW, IF ANY, APPLY UNLESS THEY ARE REQUIRED TO APPLY BY STATUTE NOTWITHSTANDING THEIR EXCLUSION BY CONTRACT. THIS DISCLAIMER IS APPLICABLE TO ANY DAMAGE OR INJURY RESULTING FROM THE NEGLIGENCE OR AN OMISSION OF LEARNLOCKER, COMPUTER VIRUS OR OTHER SIMILAR ITEM, TELECOMMUNICATIONS ERRORS, OR UNAUTHORIZED ACCESS TO OR USE OF MEMBER INFORMATION THROUGH THEFT OR ANY OTHER MEANS. LEARNLOCKER IS NOT LIABLE FOR CRIMINAL, TORTIOUS, OR NEGLIGENT ACTIONS OR OMISSIONS OF THIRD PARTIES THAT AFFECT THIS SITE. NO DEALER, AGENT, OR EMPLOYEE OF LEARNLOCKER IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSION, OR ADDITIONS TO THESE LIMITED WARRANTIES OR DISCLAIMERS. LEARNLOCKER DISCLAIMS ALL WARRANTIES, AND SHALL HAVE NO LIABILITY FOR DAMAGES IN EXCESS OF THE AMOUNT LEARNLOCKER RECEIVED FROM THE MEMBER, ARISING FROM OR RELATED TO ANY SUPPORT SERVICES FOR YOUR USE OF THE SITE. THE LAWS OF YOUR JURISDICTION MAY PROHIBIT OR MODIFY THE FOREGOING DISCLAIMERS AND LIMITATIONS ON DAMAGES, AND SUCH DISCLAIMERS OR LIMITATIONS ON DAMAGES MAY NOT APPLY TO YOU.
10. Third Party Content; Hyperlinks. You acknowledge that LearnLocker does not pre-screen third party materials. LearnLocker is not the publisher or author of any information on the Site that is provided by third party content providers, and LearnLocker is not liable for any claims related to such information. Content provided by third parties is for informational purposes only, and LearnLocker's use of the content constitutes neither an endorsement nor a recommendation by LearnLocker of the content. LearnLocker assumes no responsibility for third party products or services. LearnLocker may contain links and references to other third party websites and materials. LearnLocker does not assume any responsibility for these websites or materials and provides these links or materials solely for the convenience of Members. LearnLocker does not endorse or otherwise recommend any of these third party websites, references, or the products, services, or information there offered. LearnLocker may disable any hyperlink to the Site. LearnLocker has the right but not obligation to monitor third party websites and hyperlinks to the Site. LEARNLOCKER MAKES NO WARRANTY, EITHER EXPRESSED OR IMPLIED, OF THE ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THE INFORMATION PROVIDED BY THIRD PARTIES. THIS INCLUDES, BUT IS NOT LIMITED TO, ANY INFORMATION FOUND ON A LINK LOCATED ON THIS SITE THAT ALLOWS MEMBERS TO ACCESS INFORMATION FOUND ON ANOTHER SITE. ADDITIONALLY, LEARNLOCKER DOES NOT WARRANT THE EXISTENCE OR FUNCTIONALITY OF ANY WEBSITE WHICH CAN BE ACCESSED THROUGH A LINK LOCATED ON THIS SITE.
11. Copyrights, Trademarks and Other Proprietary Rights. LearnLocker or its third party content providers shall retain all worldwide rights in the intellectual property in and on the Site, including, but not limited to, trademarks, service marks, trade dress, inventions, ideas, trade secrets, the source code, the HTML code, the "look and feel" of the Site, its color combinations, layout, and all other graphical elements, and the copyrights in and to its original content. You should assume that everything you read or see on the Site is copyrighted, trademarked, or otherwise protected and owned or licensed by LearnLocker. Except as expressly stated on the Site or in these Terms, nothing that you read or see on the Site or in The Library may be copied, reproduced, modified, distributed, transmitted, republished, displayed or performed for commercial use without the prior written consent of LearnLocker, except as provided in these Terms. Nothing in these Terms grants you an express or implied license to use any of LearnLocker's intellectual property except as set forth in Sections 2,3 and 4. If you submit any unsolicited intellectual property, idea, copyrightable material, invention, discovery, improvement, trade secret or know-how to LearnLocker, you may forfeit your intellectual property rights and moral rights contained in such communication or material.
12. Indemnification. Member agrees to defend, indemnify and otherwise hold harmless LearnLocker and its officers, directors, agents, employees, shareholders, successors and assigns from and against any cause of action or claim, including court costs, expenses and attorney fees, related to or arising from Member's Prohibited Conduct or other improper or illegal use of the Site, or breach of these Terms.
13. Security; Authorized Use. Members are prohibited from violating or attempting to violate the security of the Site. LearnLocker has the right but not the obligation to investigate occurrences of possible violations and will cooperate with all applicable law enforcement authorities in prosecuting violators. LearnLocker may suspend your Access while it conducts an investigation. Members are required to enter a member name and password to Access The Library. To protect against unauthorized Access to Your account, it is recommended that you close the browser when you have finished using the Site. You are responsible for maintaining the secrecy of your member name and password. You represent and warrant that you are the person on whose behalf you claim to accept these Terms, or, if you are entering into these Terms on behalf of a person or entity, you represent and warrant that you have the power and authority to enter into these Terms and bind the person or entity. You also represent and warrant that you are an adult who is legally able to enter into these Terms. You may not use the account, member name or password of someone else at any time. You agree to notify LearnLocker immediately of any unauthorized use or loss of your account, member name, password and/or credit card information. You also agree to notify LearnLocker immediately if you are aware of or suspect other unauthorized use of the Site and/or the Site content. LearnLocker will not be liable for any loss that you incur as a result of someone else using your member name and password with or without your knowledge. You may be held liable for any losses incurred by LearnLocker, its affiliates, officers, directors, employees, consultants, agents or representatives due to someone else's use of your account, member name or password. LearnLocker will never ask you for your password. If you need a new password, LearnLocker will generate a new password automatically through its computers and send it to your e-mail or postal address.
14. Termination of Agreement. In addition to LearnLocker's other rights, it may terminate this Agreement at any time and at its sole and absolute discretion. LearnLocker may also terminate Access to The Library or cancel subscriptions to The Library without notice if it believes, in its sole judgment, that you have breached or may breach any term or condition of this Agreement, or engaged in conduct that LearnLocker deems inappropriate. In the event of termination of this Agreement, the provisions in this Section and the provisions found in other Sections shall survive in perpetuity. Each Member's obligation to pay outstanding subscription fees shall survive any termination of this Agreement.
15. Membership Term and Cancellation. Membership shall continue for the length of time established by the original subscription term. This agreement shall automatically renew for the same duration as the original subscription unless terminated by either party according to the terms of this agreement. The Member may cancel online at any time through the LearnLocker student home page cancellation link or by calling LearnLocker Member Services. Online cancellations will initiate the cancellation process. Once initiated, the Member will be sent, via email, a cancellation notice with a required link to authenticate and finalize the cancellation request. Once the link has been activated, the Member will be required to login a final time to complete the cancellation process. After this final step, an email will be sent to confirm the cancellation is complete. If no confirmation email is received, the cancellation process has not likely been completed. If Member is unable to access the online cancellation function, Member may call Member Services at 800-780-7345 (Monday - Friday, 9am-4pm) to initiate a manual cancellation request. Member services will verify the account status and send a cancellation notice via email to the Member as a means of authentication prior to cancellation. Once the cancellation email has been responded to, Member Services will process the membership cancellation request. This manual cancellation process can take up to 3 days to process.
17. Miscellaneous. These Terms constitute the entire agreement between LearnLocker and Member regarding the subject matter hereof. Any previous agreement, whether oral or written, between LearnLocker and Member dealing with the subject matter hereof is superseded. These Terms may only be modified or amended in writing. If any portion of these Terms is determined to be unenforceable for any reason, such portion will be deemed severed and the remaining terms and conditions shall continue in full force and effect. Upon Member's breach or threatened breach of these Terms, LearnLocker may pursue any legal or equitable remedy available, including but not limited to, direct, consequential and punitive damages and injunctive relief. LearnLocker's remedies are cumulative and not exclusive. Failure of LearnLocker to exercise any remedy or enforce any portion of this Agreement at any time shall not operate as a waiver of any remedy or of the right to enforce any portion of the Agreement at any time thereafter. Member agrees that regardless of any statute or law to the contrary, any claim or action arising out of or regarding this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. By Accessing the Site, Member signs for and accepts this shortening of the statutes of limitations. LearnLocker makes no representation that the content of the Site is appropriate or available for use in all locations. LearnLocker operates this Site from the United States and makes no representation that the Site complies with any foreign or international laws. You agree to comply with all applicable local laws, including any international laws, in using this Site. You may not assign your rights or delegate your duties under these Terms. The parties agree that no third party is an intended beneficiary of these Terms. LearnLocker cannot provide notifications via post, only e-mail.
18. Governing Law, Jurisdiction, and Venue. The laws of the State of Utah will govern the validity, performance, and the enforcement of this Agreement. Jurisdiction and venue for the enforcement of this Agreement shall be found exclusively in the courts of Utah County, State of Utah and in the Federal District Courts located in Salt Lake City, Utah.