TUTORPLACE TERMS OF SERVICE
This Agreement is between GatherWorks, Inc. ("GatherWorks") a New Hampshire based Corporation and "You":
(i) the individual or legal entity trialing or purchasing "seats" and authorizing "subscription accounts" to GatherWorks' TutorPlace web conferencing service, TutorPlace’s recording and playback services, and/or GatherWorks’ Advanced Teleconferencing service (collectively “Services”) under this Agreement ("Customer"); or as the case may be
(ii) the individual accessing or using any of the Services or installing the Software ("User").
Note: For Users who are not Customer - Section 5.1 (Credit Card Authorization) does not apply to you. If your employer is a Customer and has an existing written agreement with GatherWorks (“Written Agreement”), the Written Agreement will govern (and will be deemed to supersede the applicable terms of this Agreement) solely to the extent of any conflict between this Agreement and the Written Agreement.
All capitalized terms defined in this Agreement have the meanings set forth herein
" means the telephony voice service through the TutorPlace interface available to Premium accounts that allows Users to join a Session using the computer and a microphone or using a telephone (through a long distance number)
" means GatherWorks, and any licensors and suppliers providing any part of the Software and/or Services; and all subsidiaries, affiliates, officers, employees, consultants, and agents of any of the foregoing.
" means all data, text, images, sounds, computer programs, and any other information, including without limitation everything that is uploaded by or for you in connection with your use of the Services including without limitation photographs, caricatures, illustrations, designs, icons, articles, audio clips, trademarks, logos, and video clips.
" means the software or web pages from which a person can host and/or be a guest of a Web Conferencing Session
"Master Account Holder
" refers to the person responsible for initial purchase of the TutorPlace seats and management and authorization of subscriber logins by the Customer.
” or “Services
" means the TutorPlace web demonstration and presentation collaboration services or other related telephony or teleconferencing services acquired by a Customer as described in the applicable order for such services accepted by GatherWorks and placed with GatherWorks directly or via an authorized reseller.
" means http://www.tutorPlace.com or any successor or parallel web site.
" means the software and all associated documentation and other materials provided to you by GatherWorks for accessing the Services.
" means authorized User account with login and password, set up by the Customer.
" means the length of contract, payment type, and number of seats purchased for use of the Service.
" means a PC (personal computer) or telephone connected to the TutorPlace service. Seats are licensed by concurrent user.
" means the duration of this Agreement commencing with the earliest of: (i) the date that GatherWorks accepts your order for Services, or (ii) that you first access or use the Services, or (iii) that you install the Software, and continuing until the end of the applicable Services period as designated by GatherWorks, subject to earlier termination in accordance with this Agreement.
"Web Conferencing Session
" or "Session" means any online meeting using the TutorPlace Interface
2. Subscription Services
This Agreement sets forth the terms and conditions governing GatherWorks' performance and delivery of the Services described in any associated Subscription Contract ("Subscription Contract"). Customer may subscribe and purchase the Service by executing a Subscription Contract setting forth the applicable Service subscription period ("Term") subject to the terms and conditions of this Agreement. The Services are for Customer use only, and not for the purpose of redistribution or resale of the Services; Customer may not resell service to third party individuals and entities. Each Subscription Contract will be subject to this master agreement, notwithstanding any inconsistent or additional provisions contained therein. The application of this master agreement is automatic and unvariable without the express contrary agreement of both parties. Contracts will be governed only by the terms and conditions of this Agreement and any different or additional terms in any other document are deemed inapplicable. No Agreement or Contract is binding unless or until it is accepted by GatherWorks in writing.You agree to be bound by these Terms of Service by installing, copying, or otherwise using the Software, or accessing or using the Services. Please read these Terms of Service carefully before installing, accessing, or otherwise using the Software or Services. Please maintain a copy for your records.
3. Shared and Corporate Subscription Plans
Customer shall provide all User information reasonably necessary to enable GatherWorks to create profiles for each User for whom Customer wishes to have access to the Services, pursuant to this Agreement ("Subscribers").
Shared Accounts allow TutorPlace customers to create an unlimited number of login accounts (sub-accounts) for others in their company to share, but can not be offered as part of a package and therefore can not be made available to others outside of your company. Packaging/Bundling TutorPlace services with customer services is only available as an OEM.
During the Term of this Agreement Customer is responsible for updating any and all information related to Accounts in its main Customer account.
The term of this Agreement ("Term") commences on the Commencement Date as set forth in the Contract. The Agreement and any associated Contract shall continue and renew automatically at the end of the Renewal Period, unless either party notifies the other of its intent to terminate this Agreement by providing the other party written notice of termination prior to the end of any term of the Agreement or of any Service period or immediately, in GatherWorks sole discretion, if Customer breaches the Agreement. Contracts commence on the Commencement Date indicated in the Contract and unless earlier terminated, shall continue and renew automatically for the Subscription Periods set forth in the Contract. Service fees and charges are non-refundable
4.1 Changes to the number of TutorPlace Web Conferencing Seats.
A request to increase or decrease the number of Seats as part of the Subscription contract shall result in a new contract term being initiated. Customer shall pay any related upgrade charges to bring their account to the new Subscription anniversary date. You may make changes to your account through our website at http://www.tutorPlace.net/login > Account Settings > Upgrade or Downgrade Account.
4.2 Your Rights to Change or End Your Service.
Except as explicitly permitted by this agreement, you’re agreeing to maintain service with us for your minimum term plus any additional time required by any of the promotions you accept. (Periods of suspension of service do not count towards these requirements). If at any time you change your service (by accepting a promotion, increasing the number of seats under your TutorPlace Web Conferencing subscription, for example) you’ll be subject to any requirements, such as a new minimum term, we set for that change. To cancel your account, go to http://www.tutorPlace.net/login > Account Settings > Cancel My Account.
4.3 Prepayment for Full Year.
You may elect to pay for a full year of service up front. You may cancel at any time during your paid term without penalty, however, prepayment is non-refundable.
4.6 Our Rights to Make Changes.
Your service is subject to our business policies, practices, and procedures, which we can change at any time without notice. We can also change prices and any other terms in this agreement at any time by giving you written notice prior to the billing period in which the changes would go into effect. If you choose to use your service after that point, you’re accepting the changes. If the changes have a material adverse effect on you, however, you can end the affected service, without any early cancellation fee or termination fee, just by calling us within 30 days after the first bill when the changes go into effect.
5. Payments and Amendments
GatherWorks reserves the right to suspend or terminate the Service fourteen (14) days after the due date of a correctly rendered and non-contested invoice in the event that Customer fails to pay GatherWorks by the due date. GatherWorks may change the fees and charges then in effect, or add new fees or charges, whenever Contract renews, with thirty (30) days notice.
The fees payable to GatherWorks by Customer shall be exclusive of all governmental, federal, state or local excise, sales, value-added, use and other taxes now or hereafter levied or imposed on the Service provided under this Agreement. Customer agrees to pay or have paid all fees and charges incurred in connection with Service (including any applicable taxes) at the rates in effect when the charges were incurred. Customer is responsible for any fees or charges incurred to access Service through an Internet access provider or other third party service.
5.1 Credit Card Authorization.
As specified in the Contract, fees for the Subscription Period will be billed automatically to the credit card provided to GatherWorks prior to the Commencement Date and prior to each subsequent Subscription Renewal Period. Payments are due prior to activation and continuance of the Service. However, fees based on overage, or otherwise associated with Customer's actual usage of additional service options will be charged following the month in which charges occurred.
Unless otherwise stated, as a condition to the right to use the Service, Customer must provide a valid credit card number belonging to Customer with available credit sufficient to pay the applicable Service fees. In the event that Customer cancels this credit card or it is otherwise terminated, Customer must immediately provide GatherWorks with a new valid credit card number. Customer authorizes GatherWorks, from time to time, to undertake steps to determine whether the credit card number provided is a valid credit card number. In the event that Customer does not provide a current valid credit card number with sufficient credit upon request during the effective period of this Agreement, Customer will be in violation of this Agreement, and GatherWorks may terminate this Agreement with Customer. If the card cannot be verified, is invalid, or is not otherwise acceptable, the Services may be deferred, suspended, or cancelled by GatherWorks without notice. You agree to update your card information to keep it current at all times and that GatherWorks may submit charges for processing even if the card appears to have expired. All prices are given and must be paid in U.S. dollars. All prices exclude applicable taxes, duties, and similar charges, which will be charged to and paid for by you. You will cause those who access the Services through your account, including Users, to comply with the terms and conditions of this Agreement. You agree to pay all amounts due under this Agreement and to be responsible for all activity in your account for the Services, including payment of fees incurred at the direction of any User(s).GatherWorks does not accept debit cards for payment of Service Fees. In the event that Customer provides a debit card number instead of a credit card number, Customer authorizes GatherWorks to make all charges described in this Agreement to Customer's debit card account. CUSTOMER, AND NOT GATHERWORKS, IS RESPONSIBLE FOR PAYING ANY AMOUNTS BILLED TO CUSTOMER CREDIT CARD BY A THIRD PARTY, WHICH WERE NOT AUTHORIZED BY CUSTOMER.
5.2 Purchase Order Billing.
Purchase order billing is available only to qualified Customers. Periodic fees for the TutorPlace web conferencing Subscription Period as specified in the Contract, will be billed automatically to the purchase order designated to GatherWorks prior to the Commencement Date of the initial Subscription Period and at the start of each Subscription Renewal Period. Payments are due prior to activation of the Service. Purchase order invoices are due and payable, in U.S. dollars, within fifteen (15) days of the Commencement Date of any Subscription Period. Payment is initially required for the first two (2) months of a Subscription Period, then payable by each month thereafter. Fees based on overage, advanced teleconferencing or otherwise associated with Customer’s actual usage will be charged during the next billing cycle following the month in which such fees were assessed.
5.3 Trial Offers, Coupons, Credits and Special Offers.
GatherWorks reserves the right to discontinue or modify trial offers, coupons, credits and special promotional offers at GatherWorks' sole discretion. Any trial offer associated with the Service entitles new Users to a one-time free trial usage period. At the end of the trial period the User will be automatically terminated unless a paid service plan is purchased prior to the end of the trial period as set forth in the Contract.
5.4 Cancellation Policy.
TutorPlace has no hidden fees, signup fees, and no overage charges. You can cancel at any time without penalty, however, subscription payment is non-refundable, regardless of term (monthly or annual). Premium Customers please note: upon account cancellation, GatherWorks automatically deletes Recorded Sessions from its servers. To cancel your service, please go to http://www.tutorPlace.net/login > Account Settings > Cancel My Account or email support@tutorPlace.com.
6 . Ownership of Software, Services, and Marks
The Software and Services are licensed, not sold, solely for use under the terms of this Agreement. Except as specifically set forth herein, GatherWorks and the other Affiliated Entities retain all right, title, and interest, including all intellectual property rights, relating to or embodied in the Software and Services, including without limitation all technology, software, and copies relating to the Software and Services. All graphics, logos, service marks, and trade names, including third-party names, product names, and brand names (collectively, the "Marks
") relating to the Software and Services are the trademarks of GatherWorks or the other Affiliated Entities. You are prohibited from using any Marks without the prior written permission of GatherWorks or the applicable Affiliated Entities. GatherWorks reserves all rights not expressly granted in this Agreement.
7. Use of Customer Name
Customer agrees that GatherWorks, Inc. may use Customer's name and logo in advertisements, other promotional material and GatherWorks' website, upon prior written approval for such use by Customer. Customer agrees not to unreasonably withhold such approval.
8. Use and Delivery of Services
8.1 Responsibility for User Accounts and Passwords.
Customer is responsible for maintaining the confidentiality of User accounts and passwords. Customer agrees to immediately notify GatherWorks of any unauthorized use of Customer account of which Customer becomes aware. Otherwise, all guarantees as to service and performance given by GatherWorks to the Customer shall be suspended.
8.2 Customer Only Traffic.
The right to use the Service is limited only to the Customer registered Subscribers and their invited attendees and includes those members of staff and others engaged by the Customer to perform work for the Customer.
Sending unsolicited mail messages, including, without limitation, commercial advertising and informational announcements, is explicitly prohibited. A Subscriber shall not use GatherWorks' mail server to relay mail other than invitations to share its own data without the express permission of GatherWorks.
8.4 Basic and Advanced Audio Conferencing.
TutorPlace provides a toll-based audio conferencing “Bridge” phone number as part of both its Basic and Premium services . The phone number dialed by each participant is considered a long distance number, and is NOT toll free, and will be billed accordingly to each user by their respective long distance carrier. GatherWorks may remove this feature at any time from the service.
8.6 911 Service Disclaimer: TutorPlace does NOT support 911 service or any emergency calls of any kind.
TutorPlace is a web conferencing service provider and not a traditional telephone service or a replacement for a primary telephone service. It is Customer’s responsibility to purchase, separately from Services provided by GatherWorks, traditional wireless, fixed line telephone services, or home or business based VoIP services that offer access to emergency services. This disclaimer applies to all TutorPlace account holders and Web Conferencing Session Participants.
8.7 Network Security.
Violations of system or network security are prohibited, and may result in criminal and civil liability. GatherWorks will investigate incidents involving such violations and may involve and will cooperate with law enforcement if a criminal violation is suspected. Examples of system or network security violations include, without limitation, the following:
- Unauthorized access to or use of data, systems or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without express authorization of the owner of the system or network.
- Unauthorized monitoring of data or traffic on any network or system without express authorization of the owner of the system or network.
- Interference with Service to any User, host or network including, without limitation, mail bombing, flooding, deliberate attempts to overload a system and broadcast attacks.
- Forging of any TCP-IP packet header or any part of the header information in an email or a newsgroup posting.
8.8 Improper Use.
Services may be used only for lawful purposes. Transmission, distribution or storage of any material in violation of any applicable law or regulation is prohibited. This includes, without limitation, material protected by copyright, trademark, trade secret or other intellectual property right used without proper authorization, and material that is obscene, defamatory, constitutes an illegal threat, or violates export control laws.
8.9 Data Protection.
To the extent GatherWorks receives any personal information in a Subscriber database, Customer grants GatherWorks permission and will ensure that it has received the permission of each Subscriber to transfer, process or store such personal information in our U.S. databases.
8.10 Recorded Sessions.
GatherWorks stores recorded Sessions on its servers, and they are playable through the TutorPlace Software. Recordings are also downloadable, and the converted recording file will remain on the TutorPlace servers for thirty (30) days or until downloaded by Customer. Additionally, GatherWorks automatically deletes recorded Sessions when a Customer cancels or downgrades his/her account.
GatherWorks may limit the length or number of recordings at its discretion and without notice.
8.11 Automatic Session Disconnection.
Sessions that have been running longer than 24 hours are subject to disconnect.
GatherWorks' exclusive warranty is that, Services will be provided in a professional and workmanlike manner and will conform to GatherWorks' applicable published specifications. GatherWorks does not warrant that the operation of Service will be uninterrupted or error free. This warranty extends only to the Customer, and may not be assigned to a third party.
GatherWorks express warranty is contingent upon the proper use of the Service in accordance with GatherWorks specifications and instructions. The warranty does not apply to Service failure due to:
- i . disaster, accident or misuse by Customer;
- ii. failure or defect of electrical power or external circuitry
- iii. Customer's inability or difficulty to connect to the Internet.
EXCEPT AS EXPRESSLY STATED IN THIS SECTION 9, THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, OF SERVICES SOLD OR FURNISHED UNDER THIS AGREEMENT OR IN CONNECTION HEREWITH. GATHERWORKS DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. GATHERWORKS'S EXPRESS WARRANTIES WILL NOT BE ENLARGED, DIMINISHED OR AFFECTED BY, AND NO OBLIGATION OR LIABILITY WILL ARISE OUT OF, GATHERWORKS RENDERING TECHNICAL OR OTHER ADVICE IN CONNECTION WITH THE SERVICE. IN NO EVENT WILL GATHERWORKS BE LIABLE FOR ANY DELAY IN FURNISHING SERVICES.
10. Software License
Subject to your compliance with the terms and conditions of this Agreement, GatherWorks hereby grants you a non-exclusive license during the Term: (i) to install the Software (in object code and executable code format only), and (ii) to use such Software (as installed) solely for the purpose of accessing and using the Services.
Grant of License.
GatherWorks grants Subscribers a perpetual, non-exclusive license ("Software License") to use the GatherWorks software:
- subject to Customer paying Service fees on a timely basis, or until the Agreement or Contract is otherwise terminated;
- allowing Customer to download copies of the GatherWorks client to any computer;
- subject to the GatherWorks end User license agreement that is included in the client download.
Support services will be provided during the Subscription Period by email or web form exclusive of GatherWorks holidays, which is subject to change in GatherWorks' sole discretion with 30 days notice.
12 . Indemnity
If you are a Customer, you agree to defend, indemnify, and hold harmless each of the Affiliated Entities from and against any and all claims, liabilities, damages, and/or costs (including, but not limited to, fees, costs and other expenses of attorneys and expert witnesses) arising out of or related to the Software or Services (including without limitation, any person accessing the Services using your password or access key), any actual or alleged violation of this Agreement or applicable law, or any actual or alleged infringement or violation by you or any person accessing the Services using your password or access key of any intellectual property or privacy or other right of any person or entity.
13. Limitation of Liability
LIMITATION ON LIABILITY. NEITHER GATHERWORKS NOR ANY OF ITS MEMBERS, DIRECTOR, EMPLOYERS OR OTHER REPRESENTATIVES WILL BE LIABLE FOR DAMANGES ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE OR ANY INFORMATION, PRODUCTS OR SERVICES CONTAINED HEREIN, WHICH INCLUDES, WITHOUT LIMITATION, THE MATERIALS, EVEN IF ADVISED OF THE POSSIBILITY THEREOF. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY, WITHOUT LIMITATION, INDIRECT, SPECIAL AND CONSEQUENTIAL DAMAGES, LOSS OF DATA , INCOME, PROFIT OR GOODWILL, LOSS OF OR DAMAGE AND CLAIMS OF THIRD PARTIES. YOU HAVE SOLE RESPONSIBILITY FOR ADEQUATE PROTECTION AND BACKUP OF DATA AND /OR EQUIPMENT USED IN CONNECTION WITH THE SITE AND WILL NOT MAKE ANY CLAIM AGAINST GATHERWORKS FOR LOST DATA , RE- RUN TIME, INACCURATE OUTPUT, WORK DELAYS OR LOST PROFITS RESULTING FROM THE USE OF THE MATERIALS.
NO LIMITATION AS TO DAMAGES FOR PERSONAL INJURY IS HEREBY INTENDED. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES AND THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY.
- DISCLAMER OF WARRANTIES. THE CONTENTS OF THIS SITE, INCLUDING, WITHOUT LIMITATION, THE MATERIALS, ARE PROVIDED “AS IS,” AND GATHERWORKS MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT TO THIS SITE OR ITS CONTECTS. GATHERWORKS DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITAL AND NON-INFRIGEMENT.
- DISCLAIMER OF ACCURACY. GATHERWORKS DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ACCESSIBLE VIA THIS SITE IS ACCURATE, COMPLETE OR CURRENT. THIS SITE COULD CONTAIN TYPOGRAPHICAL ERRORS OR TECHNICAL INNACCURIES. TutorPlace RESERVES THE RIGHT TO ADD TO, CHANGE OR DELETE ITS CONTENT OR ANY PART THEREOF WITHOUT NOTICE. ANY PRICE OR AVAILABILITY INFORMATION IS SUBJECT TO CHANGE WITHOUT NOTICE. ADDITIONALLY, THIS SITE MAY CONTAIN INFORMATION PROVIDED BY THIRD PARTIES, WHICH INCLUDES, WITHOUT LIMITATION, THE DOCUMENTS AND SOFTWARE. GATHERWORKS MAKE NO REPRESENTATION OR WARRANTY REGARDING THE ACCURACY, TRUTH, QUALITY, SUITABILITY OR RELIABILITY OF SUCH INFORMATION. GATHERWORKS IS NOT RESPONSIBLE FOR ANY ERRORS, OMISSIONS, OR INACCURCIES CONTAINED IN ANY INFORMATION PROVIDE BY SUCH THIRD PARTIES.
- LIMITATION ON LIABILITY OF COPYRIGHT HOLDERS. COPYRIGHT HOLDERS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, LOSS OF DATA , INCOME, PROFIT OR GOODWILL OR DAMAGE TO PROPERTY ARISING OUT OF ANY USE OF THE MATERIALS OR PERFORMANCE OR IMPLEMENTATION OF THE CONTENTS THEREOF.
14. Force Majeure
GatherWorks shall not be held responsible for any delay or failure in performance of any part of this Agreement to the extent such delay or failure is caused by fire, flood, explosion, earthquake, war, strike, embargo, government requirement, civil or military authority, act of God, internet traffic congestion, or other similar causes beyond its control and without the fault of negligence of GatherWorks or its subcontractors.
You agree not to reverse engineer, decompile, disassemble, translate, or attempt to learn the source code of the Software or Services. Unless expressly set forth herein, you may not use, copy, modify, create derivative works of, distribute, sell, assign, pledge, sublicense, lease, loan, rent, timeshare, deliver, or otherwise transfer, directly or indirectly, the Software (in whole or in part) or any rights in the Services. You may not remove from the Software or Services, or alter or add, any Marks or copyright notices or other proprietary rights markings. IF YOU ARE NOT AN EMPLOYEE, INDEPENDENT CONTRACTOR, OR INVITEE OF A CUSTOMER, YOU ARE NOT AUTHORIZED TO INSTALL OR OTHERWISE USE THE SOFTWARE OR SERVICES.
16. Scheduled Downtime; No Training or Technical Support
The regularly scheduled maintenance for the Site is every Saturday and/or Sunday from 1:00 a.m. to 6:00 a.m. (Eastern Standard Time). During that time the Services are not available for use. GatherWorks has no obligation under the terms of this Agreement to provide support or maintenance services in connection with the Software or Services.
17. Updates; Applicable Terms and Authorization for Auto Updates
GatherWorks may, in its sole discretion, provide, and this Agreement applies to, all updates, supplements, add-on components, features, or other functionality or messages related thereto, including without limitation alterations of functionality, features, storage, security, availability, content, and other information relating to the Software or Services (collectively, "Updates") that GatherWorks may provide or make available generally to its Customers after the date that Services commence, subject to any additional terms and conditions provided by GatherWorks applicable to such Updates. You hereby authorize GatherWorks to, and agree that GatherWorks may, in accordance with GatherWorks’ standard GatherWorks operating procedures, automatically and in good faith transmit, access, install, and otherwise provide Updates to the Software upon your access to the Service or Software without further notice or need for consent. GatherWorks has no obligation to, and nothing in this Agreement may be construed to require GatherWorks to, create, provide, or install Updates.
18. NOTICE REGARDING RECORDING AND PRIVACY FEATURES
THE SOFTWARE AND/OR SERVICES MAY ALLOW YOU TO RECORD MEETINGS AND TO COLLECT AND UTILIZE IDENTIFYING INFORMATION ABOUT SERVICE PARTICIPANTS, such as a name that is displayed, transmitted, processed, or stored as part of a meeting or meeting record. THE LAWS OF SOME STATES OR COUNTRIES REQUIRE THE CONSENT OF INDIVIDUALS PRIOR TO RECORDING THEIR COMMUNICATIONS AND/OR RESTRICT COLLECTION, STORAGE, AND USE OF PERSONALLY IDENTIFYING INFORMATION. You agree to comply with all applicable laws and to obtain all necessary consents and make all necessary disclosures before using the Software and/or Services and/or features such as the recording feature.
Additionally, customers with Shared or Corporate accounts are strictly prohibited from using any "CPNI", or "Customer Proprietary Network Information", from information gathered from sub-accounts outside of their own organization, which is stored in the TutorPlace databases, for the purposes of marketing or solicitation to its own customers. CPNI is defined in Section 222 of the Telecommunications Act of 1934 as:
a) Information that relates to the quantity, technical configuration, type, destination, location, and amount of use of a telecommunications service subscribed to by any customer of a telecommunications provider, and that is made available to the provider by the customer solely by virtue of the provider-customer relationship; and
b) Information contained in the bills pertaining to telephone exchange or telephone toll service received by a customer of a provider
19. Limited Purpose Access to Content
20. Representations and Warranties About Content
You represent and warrant that you: (i) are the owner or authorized licensee of any and all Content; and (ii) will not publish, post, upload, record, or otherwise distribute or transmit Content that: (a) infringes or would infringe any copyright, patent, trademark, trade secret, or other proprietary right of any party, or any rights of publicity or privacy of any party; (b) violates any law, statute, ordinance, or regulation (including without limitation the laws and regulations governing export control, unfair competition, anti-discrimination, or false advertising); (c) is inappropriate, profane, defamatory, libelous, obscene, indecent, threatening, harassing, or otherwise unlawful; (d) is harmful to minors or otherwise pornographic; (e) contains any viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software, data, or programs that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, personal information, or property of another; or (f) is materially false, misleading, or inaccurate.
21. Use Restrictions
You agree not to:
- use the Services in connection with chain letters, junk mail, surveys, contests, pyramid schemes, spamming or any duplicative or unsolicited messages, or any use of distribution lists to any person who has not given specific permission to be included in such a process (commercial or otherwise);
- use the icons provided by GatherWorks for purposes other than connecting to the collaboration service provided by GatherWorks;
- harvest or otherwise collect information about others, including e-mail addresses, without their express consent;
- use, download, or otherwise copy, or provide (whether or not for a fee) to a person or entity any directory of GatherWorks' Users or other User or usage information or any portion thereof other than in the context of use of the Services as permitted under the Agreement;
- interfere with any other party's use and enjoyment of the Services or otherwise use the Services in any manner that could damage, disable, overburden, impair, or otherwise interfere with or disrupt the Site or Services or any networks connected to the Services;
- attempt to gain unauthorized access to the Services, other accounts, computer systems, or networks connected to the Services, through password mining or any other means;
- rent, lease, grant a security interest in, or otherwise transfer any rights to use the Services under this Agreement;
- reverse-engineer, modify, decompile, disassemble, translate, or otherwise attempt to derive or view source code from any part of the Software or the Services;
- defraud, defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
- upload, or otherwise make available, files that contain images, photographs, software, or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consent to do the same;
- upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar information that may damage the operation of another's computer or property or information;
- falsify or delete any copyright management information, such as author attributions, legal or other proper notices or proprietary designations, or labels of the origin or source of software or other material contained in a file that is uploaded.
23. Export Restrictions
You acknowledge and agree that the Materials are subject to the U.S. Export Administration Laws and Regulations. Diversion of such Materials contrary to the U.S. law is prohibited. You agree that none of the Materials, nor any direct product therefrom, is being or will be acquired for, shipped, transferred, or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals, unless authorized by the U.S. Government. Proscribed countries are set forth in the U.S. Export Administration Regulations. You agree to comply strictly with all U.S. export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.
- Customer will not assign or transfer any part or all of this Agreement or any of Customer's rights or obligations hereunder without the prior written consent of GatherWorks.
- Either party's failure to enforce any provision of this Agreement will not be deemed a waiver of that provision or of the right to enforce it in the future.
- This Agreement will be governed by the laws of The State of New Hampshire (exclusive of its conflict of laws).
- If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.
THIS AGREEMENT, TOGETHER WITH ANY AMENDMENT, ATTACHMENT OR EXHIBIT EXPRESSLY MADE A PART HEREOF AND SIGNED BY BOTH PARTIES, IS THE EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES, SUPERSEDING ALL COMMUNICATIONS, PROPOSALS OR PRIOR AGREEMENTS, ORAL OR WRITTEN RELATING TO THIS SUBJECT MATTER.
25. Bundle Product Offering
If you purchased the Services as part of a bundled offering with one or more other services and are receiving a discount based upon that bundled offering, your discount may cease and you may be billed the standard monthly rate for each respective service if you disconnect one or more of the services in the bundle.
26. Links to Third Party Sites.
Any other web sites that are accessible via any link on this Site are not under the control of GatherWorks. GatherWorks is not responsible for the contents of any linked site or any link contained in a linked site, or any changes or updates to the information contained in such sites. GatherWorks provides the linked sites to your only as a convenience and the inclusions of any such link on the Site does not imply GatherWorks' endorsement of the site, the organization operating such site, nor any products or services of that organization. Your linking to any off-site pages or other sites is entirely at your own risk.
27. Customer web sites integration with the TutorPlace service offering.