Terms of Use Blackboard Terms of Use These Blackboard Terms of Use (“Terms”) are a legal agreement between Blackboard Inc., a Delaware corporation (including its subsidiaries, “Blackboard”, “us”, or “we”) and you, as recipient of Blackboard software, products, and services. These Terms govern your access to and use of Blackboard software, products, and services (individually or collectively, the “Products”) and any information, content, text, graphics, photos or other materials uploaded, downloaded, purchased, or appearing on or through the Products (collectively referred to as “Content”). Additional terms or product requirements may apply to our individual Products and are available with the relevant Product. By accessing or using the Products you agree to be bound by these Terms. 1. Basic Terms You are responsible for your use of the Products. You may use the Products only if you can form a binding contract with Blackboard. If you are accepting these Terms and using the Products on behalf of a company, organization, government, or other legal entity, you represent and warrant that you are authorized to do so. You may use the Products only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations. In cases where you have authorized or registered another individual, including a minor, to use your account(s), you are fully responsible for the online conduct of such user; (ii) controlling the user’s access to and use of the Products; and (iii) the consequences of any misuse. Blackboard requires that the parents, guardian, or other authorized adult of a minor affirmatively consent to the use of a Blackboard Product by such minor. Blackboard reserves the right to provide access to the minor’s account to the minor’s parents, guardian or other authorized adult, upon such adult’s request. For additional information on how we use your information, please see our Privacy Policy. 2. Privacy and Use of Personal Information Any information that you provide to Blackboard, including first name, last name, email address, and any other information including personal information you have provided or may provide in connection with your use of the Products, (“Your Information”) will be collected and used in accordance with these Terms and our Privacy Policy located at http://www.blackboard.com/legal/privacy-policy.html. You understand that, through your use of the Products, you consent to the collection and use (as set forth in these Terms and the Privacy Policy) of Your Information, including the transfer of Your Information to the United States and/or other countries for storage, hosting, processing, and use by Blackboard. By using the Products, you hereby consent that Blackboard may use any or all of Your Information in connection or combination with other Blackboard Products and for any reason, including to provide, maintain, protect and improve Products and to develop new Products and (ii) provide any or all of Your Information to third parties that provide certain functions and other services for Blackboard or marketing in connection with the Products, including without limitation the university, school, or other institution hosting or licensing the Products. If you do not wish to share Your Information with such third parties or for use by other Blackboard Products either now or during future use of the Products, you must opt-out of this selection by emailingprivacy@blackboard.com. If you choose not to share Your Information with such third parties, including the university, school, or other institution hosting or licensing the Products, you may not be able to use or access the Blackboard Product or certain functionality of the Blackboard Product. As part of providing you the Products, we may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered part of the Products and your Blackboard account, which you cannot opt-out from receiving. The Products may be provided via the Internet and may be hosted in any country in the world. 3. Content and Your Rights You are responsible for Content that you post to the Products, and any consequences thereof. The Content you submit, offer, contribute, attach, post, or display may be viewed by other users of the Products. You may be able to control the Content that other users of certain Products may access through the privacy options in certain Products. You retain your rights to any Content you submit, offer, contribute, attach, post, or display on or through the Products. By submitting, offering, contributing, attaching, posting or displaying Content on or through the Products, you grant us a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, host, store, copy, reproduce, process, adapt, modify, publish, transmit, create derivative works, communicate, display, and/or distribute such Content in any and all media or distribution methods (now known or later developed) as part of providing any of the Products. You agree that this license includes the right for Blackboard to provide, promote, and improve the Products and to make Content submitted to or through the Products available to other institutions or individuals as part of providing the Products (including after termination of your use of the Products) and in accordance with your privacy settings. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any Content that you submit. Whereupon your choosing, via selection (e.g., clicking) of identified buttons or other indicators provided by and through your use of the Products, to submit, offer, contribute, attach, post and/or display Content, said Content specifically being directed to and including any ideas, on or through the Product and such affirmative election made by you involves the disclosure, directly or indirectly, publicly or privately, to Blackboard of any “Invention”, which shall be understood to encompass and mean both the singular and plural form of the term, whether alone or jointly generated or conceived, now, therefore, in consideration of the premises and covenants set forth herein, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, you hereby agree to the immediate and irrevocable assignment, transfer and/or conveyance of any and all right, title and interest, owned or held by you, under any legal framework worldwide, in and to said Invention to Blackboard, including any developments and improvements thereof, and whereupon Blackboard shall become the sole and exclusive owner, worldwide, of all such right, title and interest in and to said Invention, with no reservation of right in you or any third party. Invention shall have the same meaning as set forth in any and all rules, guidelines, regulations and/or laws, including without limitation as set forth in 35 U.S.C. §§100 and 101, and may include without limitation, any of the following as applicable: all discoveries, ideas, creations, innovations, concepts, developments, designs, improvements, inventions, reductions to practice (actual or implied), models, formulae, processes, machine, manufacture, composition of matter, techniques, computer programs, strategies, services, know-how, specific computer-related or education-related know-how and data, regardless of whether said invention is now or ever shall be afforded legal protection of any type such as, and including without limitation, legal protection in the form of patent, trade secret, copyright, trademark and any other law(s) that protect proprietary rights, whether registered or unregistered. If patent rights have been obtained or a patent application is pending on and for your idea or Invention you must disclose that to Blackboard in cordance with the Notice requirements of this Agreement. You understand that Blackboard may already have created, know or possess any idea or Invention from another source, and that at Blackboard’s sole discretion, with no express or implied obligation to you, it may take any action it deems prudent with respect to any idea, which may include, without limitation, taking or not taking any action on any idea, developing and improving on any idea, and/or creating or working on the same or a similar idea. You represent and warrant that your disclosure of any idea, which may or may not include an Invention, is in accordance and complies with any and all laws pertaining thereto, and further agree and acknowledge that it is your original work in which you have the power and authority to assign in accordance with this Agreement, (ii) you have no knowledge of any third party claims that would arise by operation of this Agreement, (iii) no third party consent(s), assignment(s) or license(s) is or are necessary to perform under this Agreement, and (iv) you have no obligations to any employer (whether by law or contract) that could prohibit you, in any way, from performing under this Agreement. You agree to immediately notify Blackboard in writing, in accordance with this Agreement, if any facts or circumstances arise concerning an idea or Invention disclosed by you to Blackboard, by or through the Product, that make any of your representations in this Agreement inaccurate in any way. All Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such Content. We may not monitor or control the Content posted via the Products, and we cannot take responsibility for such Content. Any use or reliance on any Content or materials posted via the Products or obtained by you through the Products is at your own risk.Blackboard respects the intellectual property rights of others and expects users of the Products to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. If you believe that your Content has been copied in a way that constitutes copyright infringement, please provide us with the following information: a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) your contact information, including your address, telephone number, and an email address; (v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner. We reserve the right to remove Content alleged to be infringing without prior notice, at our sole discretion, and without liability to you. Our designated copyright agent for notice of alleged copyright infringement appearing on the Products is: Blackboard Inc. Attn: Stuart Kupinsky 1111 19th Street NW, 9th Floor Washington, D.C. 20036 Email: privacy@blackboard.com 4. Your License To Use the Products Blackboard gives you a personal, worldwide, royalty-free, non-assignable, and non- exclusive license to use the Products, subject to these Terms and any agreement entered into by your institution relating to the Product. You may not copy, modify, distribute, sell, or lease any part of our Products, nor may you reverse engineer or attempt to extract the source code of any Product, unless laws prohibit those restrictions or you have our written permission. 5. Blackboard Rights The Products are always evolving and the form, nature, and/or functionality of the Products may change from time to time without prior notice to you. In addition, Blackboard may stop (permanently or temporarily) providing the Products (or any features within the Products) to you or to users generally and may not be able to provide you with prior notice. We also retain the right to create limits on use and storage at our sole discretion at any time without prior notice to you. All right, title, and interest in and to the Products (excluding Content provided by users or other third parties, except to the extent provided in this Agreement) are and will remain the exclusive property of Blackboard and its licensors. The Products are protected by copyright, trademark, and other laws of both the United States and foreign countries. Nothing in the Terms gives you a right to use the Blackboard name or any of the Blackboard trademarks, logos, domain names, and other distinctive brand features. Any feedback, comments, or suggestions you may provide regarding Blackboard, or the Products is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you. 6. Registration Obligations and Passwords In consideration of your use of the Products, you agree (a) that Your Information will be true, accurate, current and complete, and (b) to maintain and promptly update Your Information to keep it true, accurate, current and complete. You are responsible for safeguarding any password that you use to access the Products (including passwords used on other Blackboard products that permit single sign-on to the Products) and for any activities or actions under your password. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. You agree to (a) notify Blackboard of any unauthorized use of your password or user identification and any other breach of security, and (b) ensure that you exit from your account at the end of each session. 7. Export Control As required by the laws of the United States and other countries: (a) you understand that the Products are subject to export controls under the U.S. Commerce Department's Export Administration Regulations ("EAR"); (b) you are not located in a prohibited destination country under the EAR or U.S. sanctions regulations; and (c) you will not export, re-export, or transfer the Products to any prohibited destination or persons or entities on the U.S. Bureau of Industry and Security Denied Parties List or Entity List, or the U.S. Office of Foreign Assets Control list of Specially Designated Nationals and Blocked Persons, or any similar lists maintained by other countries, without the necessary export license(s) or authorization(s). 8. Termination We may suspend or terminate your accounts or cease providing you with all or part of the Products at any time for any reason, including, but not limited to, if we reasonably believe: you have violated these Terms, (ii) you create risk or possible legal exposure for us; or (iii) our provision of the Products is no longer commercially viable. In such a termination event, the license granted hereunder shall automatically terminate. In all such cases, the Terms shall terminate, including, without limitation, your license to use the Products, except that the following Sections shall continue to apply: 2, 3, 5, 8, 9, and 10. Further, if you stop using the Products for more than 12 months, your accounts may be deleted. If you wish to delete your Blackboard Product account(s) in their entirety(ies), you may contact us via GeneralCounsel@blackboard.com and specify which Blackboard Product account(s) you wish to delete. We will delete your specified accounts within a reasonable time, unless prohibited by law. Nothing in this Section shall affect Blackboard’s rights to change, limit, or stop the provision of the Products without prior notice, as provided above in Section 5. 9. Disclaimers and Limitations of Liability Please read this Section carefully since it limits the liability of Blackboard and its parents, subsidiaries, affiliates, related companies, officers, directors, employees, agents, representatives, partners, and/or licensors (collectively, the “Blackboard Entities”). Each of the Subsections below only applies up to the maximum extent permitted under applicable law. Nothing in this Section is intended to limit any rights you may have which may not be lawfully limited. A. The Products are Available “AS-IS” Your access to and use of the Products or any Content are at your own risk. You understand and agree that the Products are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, THE BLACKBOARD ENTITIES DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. No advice or information, whether oral or written, obtained from any of the Blackboard Entities or through the Products, will create any warranty not expressly made herein. B. HIPAA Disclaimer Blackboard does not warrant or provide any assurances that your use of the Products will comply with the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”). If you are a health care provider, health plan, insurer, health care information clearinghouse or other entity that may be considered a “covered entity” under HIPAA or a “business associate” of a “covered entity” under HIPAA, you shall take all steps necessary to comply with HIPAA and shall be responsible for any applicable compliance with HIPAA. You agree, that you will not provide Blackboard with any protected health information (as that term is defined under HIPAA) and that Blackboard is therefore not deemed to be a business associate of Client for purposes of compliance with HIPAA. C. Links The Products may contain links to third-party websites or resources. You acknowledge and agree that the Blackboard Entities are not responsible or liable for: the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by the Blackboard Entities of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources. D. Limitation of Liability TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE BLACKBOARD ENTITIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE PRODUCTS; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON, THROUGH, OR ASSOCIATED WITH THE PRODUCTS, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE PRODUCTS; OR (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE BLACKBOARD ENTITIES EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE AMOUNT YOU PAID BLACKBOARD, IF ANY, IN THE PAST SIX MONTHS FOR THE PRODUCTS GIVING RISE TO THE CLAIM. THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT THE BLACKBOARD ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. 10. General Terms A. Waiver and Severability The failure of Blackboard to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. In the event that any provision of these Terms is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect. B. Governing Law These Terms and any action related thereto will be governed by the laws of the State of New York without regard to or application of its conflict of law provisions or your state or country of residence. All claims, legal proceedings, or litigation arising in connection with the Products will be brought solely in the federal or state courts located in Washington, D.C., United States, and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum. C. U.S. Government Users and U.S. Government Restricted Rights Certain of the components that comprise the Products are “commercial items” as that term is defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and/or “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Software with only those rights set forth herein. The Products and all upgrades (if any) thereto are provided with restricted rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19, as applicable. Contractor/manufacturer is Blackboard Inc., 650 Massachusetts Avenue NW, 6th Floor, Washington, D.C. 20001. All rights not specifically granted in this Agreement are reserved by Blackboard. D. Entire Agreement These Terms and our Privacy Policy are the entire and exclusive agreement between Blackboard and you regarding the Products (excluding any software or services for which you have a separate agreement with Blackboard that is explicitly in addition to or in place of these Terms), and these Terms supersede and replace any prior agreements between Blackboard and you regarding the Products. Other than members of the group of companies of which Blackboard Inc. is the parent, no other person or company will be third party beneficiaries to the Terms. We may revise these Terms from time-to-time, the most current version will always be at the referenced link. If the revision, in our sole discretion, is material we will notify you through the Products or through the email associated with your profile. By continuing to access or use the Products after those revisions become effective, you agree to be bound by the revised Terms. These Products are operated and provided by Blackboard Inc., 1111 19th Street NW, Washington, D.C. 20036. If you have any questions about these Terms, please email:GeneralCounsel@Blackboard.com. Effective: May 24, 2018