Appendix C: Abroad Office End-User License Agreement

This End User License Agreement is for AbroadOffice services and software.

IMPORTANT – PLEASE READ CAREFULLY: This End User License Agreement (“EULA”) constitutes a legal agreement between you (either an individual or an entity) and Global Learning Semester, Inc, its suppliers, affiliates, subsidiaries, successors, assigns and licensors (collectively, "AbroadOffice") and governs your use of all hosted services and software provided by AbroadOffice, which includes, but is not limited to the hosted services made available through the https://AbroadOffice.net  domain and related domains, subdomains and third-party domains masked to AbroadOffice (collectively, the “Technologies”).

By creating an account and accessing, installing, copying or otherwise using the Technologies, you agree that your use is subject to this EULA, and that the use of any individual who may access and use your accounts and instances of the Technologies, is subject to this EULA. All uses of any Abroad Office products or services are subject to AbroadOffice’s Privacy Policy located at http://www.globallearningcloud.com/ao-overview/privacy ("Privacy Policy") and Abroad Office’s Terms of Use located at http://www.globallearningcloud.com/ao-overview/tou (‘Terms of Use”), EACH OF WHICH, ALONG WITH THIS AGREEMENT, MAY BE UPDATED FROM TIME TO TIME BY ABROAD OFFICE, AT ITS SOLE DISCRETION.
 
By accepting this EULA, you represent that you are authorized to use the Technologies and accept the obligations set forth herein on your own behalf or on behalf of another person or entity. Any and all unauthorized use of the Technologies is explicitly and strictly prohibited.

YOUR USE OF THE TECHNOLOGIES ACKNOWLEDGES THAT YOU HAVE READ THIS EULA, UNDERSTAND IT, AND AGREE TO BE FULLY BOUND BY ALL OF ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, DO NOT ACCESS, DOWNLOAD, INSTALL OR USE THE TECHNOLOGIES IN ANY WAY, FORM OR METHOD.

ABROADOFFICE RESERVES THE RIGHT, AT ITS SOLE DISCRETION, TO ALTER OR UPDATE THE TECHNOLOGIES INCLUDING, BUT NOT LIMITED TO, ARCHITECTURE, FEATURES, SPECIFICATIONS, CAPABILITIES, FUNCTIONS, LICENSING TERMS, INTEGRATIONS, PARTNERSHIPS, RELEASE DATES, ALPHA PROGRAMS, BETA PROGRAMS, GENERAL AVAILABILITY OR OTHER CHARACTERISTICS (“Changes”).

By continuing to use the Technologies after any such Changes, you agree to be bound by such Changes and continue to be bound by this EULA, and you acknowledge that AbroadOffice shall have no liability to you, of any kind, as a result of any such Changes.

1. Definitions.

1.1 “Account” means either a corporate, university or individual user account created by you, or an administrator on your behalf, when accessing or installing the Technologies and used to make selections with respect to, without limitation, the settings, preferences, profile information, presentation, management, distribution and end user access to Content of any kind.

1.2 “Content” means any and all audio and video materials including, without limitation, film, text, logos, artwork, graphics, pictures, advertisements, sound, and other form of intellectual property, whether in still, live or animated form, contained in materials uploaded, or provided to AbroadOffice or into the Technologies, in any method or form, by you, or by administrators on your behalf.

1.3 “Technologies” means any hosted service or installable product, of any form, provided by AbroadOffice, which includes, but is not limited to, the services accessed through the AbroadOffice domain.

2. Grant of Licenses; Scope of License; Restrictions.

2.1 Grant of Licenses.

(a) Technologies. Provided you comply with the terms and conditions of this EULA, and subject to contracts that define rights to use specific subsets of the Technologies, AbroadOffice hereby grants to you during the term permitted by AbroadOffice, a non-exclusive, non-transferable, limited license, without right of sublicense, to access, download and use the Technologies to reproduce, transmit and display Content.

(b) Content Delivery. You hereby grant AbroadOffice a world-wide, royalty-free, non-exclusive license to: (i) deliver Content in accordance with the preferences you set using your Account; (ii) upload, download, secure, encode, reproduce, host, stream, transmit, syndicate, cache, route, reformat, analyze and create algorithms and reports based on any of these actions, access to and use of the Content; (iii) exhibit, broadcast, publicly display, publicly perform, distribute, copy, store, add metadata and associations, and/or reproduce the Content on or through the Technologies; and (iv) utilize Content to test the internal technologies or processes of AbroadOffice and its partner firms.

2.2 Scope of Use.

(a) Responsibility for Content. You are solely responsible for all matters arising out of or in connection with the Content including, without limitation, ensuring that the Content does not include Prohibited Content and does not violate any third party rights, as further described elsewhere in this EULA.

(b) Content. The Technologies are passive conduits of online Content. You acknowledge Abroad Office is not responsible for preventing or identifying infringement of intellectual property rights and assumes no responsibility for monitoring for possible infringement or enforcing intellectual property rights. For any infringement or suspected infringement of intellectual property rights, you will notify Abroad Office in accordance with Abroad Office’s DMCA Notification Policy, available at http://www.globallearningcloud.com/ao-overview/tou.

(c) Third Party Materials. The Technologies may include third party components that may be subject to their own, separate license agreements.

(d) Tracking. The Technologies contain software to track and capture activity, including individual users, to assist Abroad Office in optimizing delivery of Content and for the purposes of developing and facilitating algorithms and reports. Your use of the Technologies constitutes acceptance of these features. For further information on how such software is used, please review Abroad Office’s Privacy Policy located at http://www.globallearningcloud.com/ao-overview/privacy. 

2.3 Restrictions.

(a) Technologies. You are expressly prohibited from: (a) selling, renting, leasing, sublicensing, otherwise transferring or distributing any copies of the Technologies to third parties; (b) modifying, translating, reverse engineering, decompiling, or disassembling the Technologies or altering any accompanying documentation; (c) creating derivative works based upon the Technologies; (d) altering, destroying or otherwise removing any proprietary notices, images or logos displayed, provided on or embedded within the Technologies; (e) restricting or inhibiting others use or enjoyment of the Technologies; (f) gaining unauthorized access to other Accounts; (g) impersonating or otherwise misrepresenting any person or entity, or making false or misleading indications of origin or fact; or (h) interfering with or disrupting the Technologies or AbroadOffice’s servers or networks connected thereto, through any manner whatsoever, or disobeying any requirements, procedures, policies or regulations of networks connected to the Technologies.

(b) Content. Nothing in this EULA shall be construed to grant, by implication, estoppel, or otherwise, any license or right to use any third party Content accessed via the Technologies, without the prior written permission of the Content owner. Any and all rights not expressly granted herein are reserved to AbroadOffice, its licensors, suppliers or third party Content owners. You are solely responsible for all matters arising out of or in connection with the Content including, without limitation, compliance with all applicable laws, rules and regulations, and obtaining all third party or other rights, approvals, licenses, consents, waivers, and other permissions necessary for the Technologies to be utilized hereunder. You are solely responsible for maintaining copies of the Content and shall take precautionary measures to backup and protect it. AbroadOffice has no obligation to provide you (or any third party) with backup or archival copies of any Content uploaded or distributed via the Technologies except as noted in your Usage Agreement.

(c) Prohibited Content. You shall not use the Technologies to upload, download, post, e-mail, transmit, transfer, distribute, display or link to Content that: (a) promotes illegal activity, or provides instructions for illegal activity; (b) exploits images or discloses personally identifiable information of children under eighteen (18) years of age or otherwise harms minors in any way; (c) it does not have the right to use for the purposes of the Technologies; (d) is unlawful, harmful, threatening, abusive, violent, harassing, tortious, defamatory, vulgar, obscene, pornographic, libelous, invasive of privacy or publicity rights, hateful or racially, sexually, ethnically or otherwise objectionable; (e) infringes the intellectual property or proprietary rights of any third party; (f) is in any way related to any raffle, sweepstakes, contest or game requiring a fee by participants; (g) directly or indirectly is used for "junk mail", "spam", "chain letters", "pyramid schemes", or any other like form of solicitation; and (h) contains any malicious or invasive software, or that could diminish the quality of, interfere with the performance of, or impair the functionality of the Technologies (collectively, the “Prohibited Content”). Additionally, you are prohibited from advertising, offering for sale, or selling any item prohibited from advertising or selling by any applicable local, state, national, or international law, including regulations having the force of law, or advertise, offer for sale, or sell any of the following items:

·  Any firearms, explosives, or weapons.

·  Any food that is not packaged or does not comply with all laws governing the sale of food to consumers by commercial merchants.

·  Any alcoholic beverages.

·  Any tobacco products for human consumption, including, without limitation, cigarettes and cigars.

·  Any items that are indecent or obscene, that are hateful or racially, sexually, ethnically or otherwise objectionable, that contain child pornography, that are otherwise pornographic in nature, or are harmful to minors.

·  Any controlled substances or pharmaceuticals.

·  Any items that are counterfeit or stolen.

·  Any dangerous items.

·  Any goods or services that do not, in fact, exist.

·  Any registered or unregistered securities.

·  Any items that violate or infringe the rights of other parties.

·  Any items that you do not have the legal right to sell.

·  Any items where doing so through Abroad Office or the Service would cause Abroad Office to violate any law.

You expressly acknowledge and agree that Abroad Office may preserve Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the Terms and Conditions; (c) respond to claims that any Content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of AbroadOffice, its users and the public. You acknowledge and agree that the technical processing and transmission of the Services, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. You further acknowledge and agree that other data collected and maintained by AbroadOffice with regard to its users may be disclosed in accordance with Abroad Office's Privacy Policy.

(d) Age Restriction . Any person under the age of eighteen (18) or who does not have permission from their parent or guardian is not authorized to access or use the Technologies, and must immediately cease all access to, and use of the Technologies.

3. Alpha and Beta Release.  AbroadOffice may make certain Technologies available as an alpha release or as a beta release, which shall be identified as such (“Alpha Version” or “Beta Version”). The Alpha Version or Beta Version may contain different features than the final version that AbroadOffice intends to distribute in the final production version. AbroadOffice reserves the right at any time not to release a final production version of the Alpha Version or Beta Version, or, if released, to alter features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics. You agree that the Alpha Version or Beta Version may not be suitable for production or commercial use and may contain bugs or errors affecting its proper operation. You shall comply with all conditions associated with an Alpha Version or Beta Version, including, without limitation, de-installing or ceasing use of an Alpha Version or Beta Version and installing updated versions of the Technologies to replace an Alpha Version or Beta Version.

4.Automatic Updates/Communication Features. The Technologies may automatically communicate with AbroadOffice's servers to check for updates such as bug fixes, patches, enhanced functions, notifications, alerts, updates, and new versions of the Technologies. At no charge to you, AbroadOffice may require the installation of software updates deemed reasonably necessary to address errors, bugs or other performance issues in the Account (collectively, “Updates”). Updates shall be subject to all of the terms and conditions of this EULA. Abroad Office may, from time to time, post notices on the AbroadOffice website or blogs or other public communications tools (such as through its FaceBook, Twitter, and other third party services), to explain Updates and provide instructions to users associated with such Updates.

5.Compliance with U.S. Laws. The Technologies are of U.S. origin. You shall adhere to all applicable state, federal, local and international laws and treaties in all jurisdictions in which you use the Technologies, including, without limitation, all end-user, end-use and destination restrictions issued by U.S. and other governments and the U.S. Export Administration Act and its associated regulations. For clarity, you, and not AbroadOffice, shall be responsible for ensuring that your use of the Technologies, does not constitute a criminal offense, give rise to civil liability or otherwise violates any applicable law, regulation or ordinance, including, without limitation, U.S. law, regarding the transmission of copyrighted, trademarked Content or personally-identifiable information or controlled technical data.

6.Termination. AbroadOffice may terminate or suspend your access to the Technologies: (a) should you fail to comply with a term or condition this EULA and/or any applicable services agreement between you and AbroadOffice; (b) for any conduct that Abroad Office believes is or may be directly or indirectly harmful to other users, to AbroadOffice or its subsidiaries, affiliates, or business contractors, or to other third parties; (c) for any conduct that violates any local, state, federal, or foreign laws or regulations; (d) for user inactivity; or (e) if AbroadOffice reasonably determines that your access to the Technologies may be detrimental to AbroadOffice or any third party. AbroadOffice also may suspend or terminate any user account for any Service because of user inactivity. For example, an AbroadOffice account may be terminated or suspended if a user fails to sign-in to the AbroadOffice Service for an extended period of time. What is considered "user inactivity" varies depending on the Service. If one of your accounts is suspended or terminated for inactivity, your right to use such Service immediately ceases.

7.Title. AbroadOffice owns all right, title and interest in and to the Technologies including associated intellectual property rights under copyright, trade secret, patent, trademark and/or other applicable domestic and international laws. Any and all trademarks that AbroadOffice uses in connection with the Technologies are owned by AbroadOffice and any goodwill associated with the use of such marks shall inure to the benefit of AbroadOffice. AbroadOffice is not required to accept unsolicited feedback. If you provide any feedback, whether solicited or not, about the Technologies to AbroadOffice, AbroadOffice shall own all rights in and to such feedback and any derivative technologies developed on such feedback. You shall take all necessary actions to affect AbroadOffice’s rights in and to such feedback.

8.Disclaimer of Warranties. ABROADOFFICE MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE OF THE SUITABILITY OF THE TECHNOLOGIES FOR YOUR PURPOSES, THAT THE USE OF THE TECHNOLOGIES SHALL BE SECURE, UNINTERRUPTED OR ERROR-FREE, OR THAT THE TECHNOLOGIES SHALL FUNCTION PROPERLY IN COMBINATION WITH ANY THIRD PARTY TECHNOLOGY, HARDWARE, SOFTWARE, SYSTEMS OR DATA. THE TECHNOLOGY IS PROVIDED “AS IS" AND ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE TECHNOLOGY MAY BE SUBJECT TO INTERRUPTION, LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF INTERNET APPLICATIONS AND ELECTRONIC COMMUNICATIONS AND ABROAD OFFICE IS NOT RESPONSIBLE FOR ANY SUCH DELAYS, DELIVERY FAILURES, OR ANY OTHER DAMAGE RESULTING FROM EVENTS BEYOND ABROAD OFFICE’S REASONABLE CONTROL.

9.Warranty; Indemnification. You represent and warrant that you are solely responsible and liable for: (a) obtaining all necessary consents, permissions, licenses and waivers from copyright owners, artist(s), actors, directors, performers, writers, producers, or any other individuals who appear in the Content or the results and proceeds of whose services are utilized in the Content; (b) obtaining any required synchronization and master use licenses from the owners of the musical compositions and sound recordings embodied in the Content (or their designated representatives); (c) any payments to any labor unions and guilds, to the extent required under applicable collective bargaining agreements or otherwise (e.g., residuals, re-use, rerun and other similar fees); (d) obtaining public performance licenses from public performance rights collection organizations (e.g., ASCAP, BMI or SESAC); (e) complying with all laws, rules and applicable regulations; (f) any Prohibited Content; and (g) abiding by all the terms of this EULA. You shall defend, indemnify and hold AbroadOffice harmless against any and all claims, damages, costs and expenses (including reasonable attorneys’ fees and litigation expenses) arising out of or in connection with your breach of this EULA, including but not limited to any of the representations or warranties set forth herein..

10. Limitation of Liability. IN NO EVENT WILL ABROADOFFICE BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, AND INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA, LOST PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED (INCLUDING BUT NOT LIMITED TO USE, MISUSE, INABILITY TO USE, OR INTERRUPTED USE) AND UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT OR TORT AND WHETHER OR NOT ABROADOFFICE WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE REGARDLESS OF WHETHER ANY REMEDY SET FORTH IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE; OR FOR ANY CLAIM ALLEGING INJURY RESULTING FROM ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SERVICE OR DESTRUCTIVE PROPERTIES OF THE SERVICE. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH, PERSONAL INJURY, OR WILLFUL MISCONDUCT TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. FUTHERMORE, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO CUSTOMER. IN NO EVENT SHALL ABROADOFFICE’S LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED FIVE HUNDRED DOLLARS ($500).

THE SERVICE IS PROVIDED WITHOUT CHARGE AND THE PARTIES AGREE THAT THE FOREGOING LIMITATIONS REPRESENT A REASONABLE ALLOCATION OF RISK UNDER THIS AGREEMENT.

THE PROVISIONS OF THIS SECTION DO NOT WAIVE OR LIMIT ABROAD OFFICE’S ABILITY TO OBTAIN INJUNCTIVE OR OTHER EQUITABLE RELIEF FOR BREACH OF THIS EULA.

11. Governing Law; Dispute Resolution. This EULA shall be governed by the laws of the State of Delaware as such laws apply to contracts between Delaware residents performed entirely within Delaware, without regard to conflict of law provisions. Any action or proceeding arising from or relating to this EULA may be brought in the State and Federal courts located in New York and each party irrevocably submits to such exclusive jurisdiction and venue.

12.Entire Agreement. This EULA constitutes the complete and exclusive agreement between you and AbroadOffice with respect to its subject matter; provided, however, that if you and Abroad Office enter into a written services agreement or some other written agreement that expressly incorporates this EULA by reference, then this EULA shall be subject to such other agreement as set forth therein. If any provision of this EULA is held unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable and such decision shall not affect the enforceability of such provision under other circumstances, or of the remaining provisions hereof under all circumstances.

13.Enforcement. The failure of you or Abroad Office to enforce any right or provision in this EULA shall not constitute a waiver of such right or provision.

14. Relationship. You and AbroadOffice are independent contractors, no joint venture, partnership, employment, agency or exclusive relationship exists between you and Abroad Office as a result of this EULA or your use of the Technologies as authorized hereunder.

15.Assignment. You may not transfer or assign this EULA or any rights or obligations hereunder, directly or indirectly, by operation of law or otherwise, without the prior written consent of AbroadOffice. This Agreement shall inure to the benefit of and be binding upon Abroad Office’s or your respective successors and permitted assigns.

16. Headings. The headings within this document are provided solely as a measure of convenience, and they will not have any bearing on the interpretations or enforcement of this EULA.