Last Updated: July 20th, 2009Terms of Use
TERMS AND CONDITIONS OF USE
BY LOGIN IN TO THIS WEB APPLICATION, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS FOR USE OF THIS WEB APPLICATION
This application is the property of Critical Elements LLC (hereafter will be referred to as "Provider").
K12ambit is a Web-enabled software application ("Web Application") made available by Critical Elements, LLC ("Provider"). All data, information and software ("Components") provided as part of or accessed through the Web Application may be used by authorized users ("Users") solely under the following terms and conditions.
Web Application Limited License. As a User of the Web Application you are granted a nonexclusive, nontransferable, revocable, limited license to access and use the Web Application in accordance with these Terms of Use. Provider may terminate this license at any time for any reason.
Intellectual Property Rights.
(a) Except as expressly provided in these Terms of Use, nothing contained herein shall be construed as conferring any license or right, by implication, estoppel or otherwise, under copyright or other intellectual property rights. You agree that all proprietary rights are reserved by Critical Elements, LLC and the Components and Web Application are protected by copyright, trademark, patent and/or other proprietary rights and laws.
(b) All title and intellectual property rights in and to the Components (including but not limited to any images, photographs, animations, video, audio, music, text and "applets" incorporated within the Application), and any copies of the Components that User is expressly permitted to make herein, are owned by Critical Elements, LLC or its suppliers. All title and intellectual property rights in and to the content which may be accessed through use of the Web Application are the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. All rights not expressly granted are reserved by Critical Elements, LLC.
Service Contract.
Special terms and conditions for using the Web Application may be further stipulated in a separate Service Contract between Critical Elements, LLC and its clients. Provider may suspend or limit access to the Web Application in case of any violations of the terms and conditions specified in service contract. Continued usage of the Web Application by client Users is an implied consent to terms and conditions under the Service Contract.
License of Your Content to Provider.
By submitting any materials for use within the Web Application, you grant (or warrant that the owner of such rights has expressly granted) Provider a perpetual, royalty-free, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from and distribute such materials or incorporate such materials into any form, medium, or technology now known or later developed throughout the world.
No Solicitation.
Users shall not distribute on or through the Web Application any content or material containing any advertising, solicitation for goods, services or funds or solicitation for Users to become members of any enterprise or organization without the express written permission of the Provider. In no event may any person or entity solicit any Users with User profile data retrieved from this Web Application.
Errors and Corrections.
Provider does not represent or warrant that the Web Application or its Components will be error-free, free of viruses or other harmful components, or that defects will be corrected. Provider does not warrant or represent that the information available on or through the Web Application will be correct, accurate, timely, or otherwise reliable. However, Provider reserves the right to make improvements and/or changes to its features, functionality or Components at any time.
Third Party Content.
Third party content may appear within this Web Application or may be accessible via links from this Web Application. Provider shall not be responsible for and assumes no liability for any mistakes, misstatements, defamation, slander, libel, omissions, falsehood, obscenity, pornography or profanity in the statements, opinions, representations or any other form of content contained in any third party content appearing within the Web Application. You understand that the information and opinions in the third party content is neither endorsed by nor does it reflect the belief of Provider.
DISCLAIMER.
THIS WEB APPLICATION IS PROVIDED ON AN "AS IS" BASIS. PROVIDER EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. PROVIDER DISCLAIMS ALL RESPONSIBILITY FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM, ARISING OUT OF OR ANY WAY RELATED TO (A) ANY ERRORS IN OR OMISSIONS FROM THIS WEB APPLICATION AND ITS COMPONENTS, INCLUDING BUT NOT LIMITED TO TECHNICAL INACCURACIES AND TYPOGRAPHICAL ERRORS, (B) ANY THIRD PARTY WEB SITES OR CONTENT THEREIN DIRECTLY OR INDIRECTLY ACCESSED THROUGH LINKS IN THIS WEB APPLICATION, INCLUDING BUT NOT LIMITED TO ANY ERRORS IN OR OMISSIONS THEREFROM, (C) THE UNAVAILABILITY OF THIS WEB APPLICATION OR ANY PORTION THEREOF, (D) YOUR USE OF THIS WEB APPLICATION, OR (E) YOUR USE OF ANY EQUIPMENT OR SOFTWARE IN CONNECTION WITH THIS WEB APPLICATION.
LIMITATION OF LIABILITY.
PROVIDER SHALL NOT BE LIABLE FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM YOUR USE OF THE WEB APPLICATION. PROVIDER SHALL NOT BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE WEB APPLICATION OR ITS COMPONENTS.
Unlawful Activity.
Provider reserves the right to investigate complaints or reported violations of our Terms of Use and to take any action we deem appropriate including, but not limited to, reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to User profiles, email addresses, usage history, posted materials, IP addresses and traffic information.
Indemnification.
You are solely liable for any content, messages or other information you transmit, provide or upload via the Web Application. You agree to indemnify and hold harmless Provider from any third party claim, action, demand, loss, or damages (including attorney's fees and costs) arising out of or relating to your violation of these Terms of Use, your use of the Web Application, or your violation of any rights of a third party.
Remedies for Violations.
Provider reserves the right to seek all remedies available at law and in equity for violations of these Terms of Use, including, but not limited to, the right to block access from a particular Internet address to the Provider's Web Application and its Components.
Governing Law and Jurisdiction.
The Terms of Use are governed by and construed in accordance with the laws of the State of Washington and any action arising out of or relating to these terms shall be filed only in state or federal courts located in King County in the State of Georgia and you hereby consent and submit to the personal jurisdiction of such courts for the purpose of litigating any such action.
Privacy.
Your use of the Web Application is subject to Provider's Privacy Policy, available through a link on K12ambit website - Privacy Policy.
Severability of Provisions.
These Terms of Use incorporate by reference any notices contained within the Web Application or the Privacy Policy. If any provision of these Terms of Use is unlawful, void or unenforceable, then that provision shall be deemed severable from the remaining provisions and shall not affect their validity and enforceability.
Modifications to Terms of Use.
Provider reserves the right to change these Terms of Use at any time. Updated versions of the Terms of Use will appear within the Web Application and are effective immediately when posted. You are responsible for regularly reviewing the Terms of Use. Continued use of the Web Application after any such changes constitutes your consent to such changes.