Desire2Learn® EduDentity™ Service Agreement

Desire2Learn Acceptable Use Policy (https://edudentity.com/Web/Legal/AcceptableUsage)

Desire2Learn Privacy Statement (http://www.desire2learn.com/contact/privacy/)

This Service Agreement ("Agreement") is a legal agreement between you individually, or if you are authorized to use Desire2Learn EduDentity service, as modified, supplemented or updated from time to time (the "Service"), on behalf of, or for the benefit of another entity, then the entity for whose benefit you act, (in either case, "You") and Desire2Learn Incorporated or its subsidiaries, divisions or affiliates (collectively, "Desire2Learn") for access to and use of the Service. By using or accessing the Service, You agree to be bound by the terms of this Agreement and Desire2Learn's Privacy Statement which is incorporated by reference into this Agreement. If You do not agree to the terms of this Agreement, you are not authorized to, nor shall you use or access the Service, or any portion thereof.

IF YOU HAVE ANY ISSUES OF ANY KIND WITH THIS SITE OR THE SERVICE, YOUR SOLE REMEDY IS TO STOP USING THEM. The Service may not be available in Your country or region.

Nothing in this Agreement shall be construed as an impairment of Desire2Learn's ability to comply with applicable laws.

Age Requirement. If You are under the age of majority in Your jurisdiction, You must review this Agreement with Your parent or legal guardian to make sure that You and Your parent or legal guardian understand this Agreement and agree to be bound by it. By registering or participating in offerings or functions on or related to the Site, You affirm that You (i) are at least the age of majority in your jurisdiction; or (ii) are over the age of 13 and have Your parent's or legal guardian's consent to agree to this Agreement.If You are 13 years of age or younger, You may not use the Site.

Please note that Desire2Learn does not provide additional warranties for the Service. This Agreement also limits Desire2Learn's liability to You. See Sections 9 and 10 for details.

BACKGROUND INFORMATION

Subject to appropriate authentication, the Service enables You to maintain an account and use that account to access other Desire2Learn services and products and other third-party tools.

SPECIFIC TERMS FOR THE SERVICE

1. Use of the Service

Legal Use. Notwithstanding any other provision of this Agreement, You may use and access the Service only for lawful purposes and in accordance with this Agreement and any applicable Desire2Learn Acceptable Use Policy. You agree to not use or access the Service to violate any applicable law, this Agreement or any applicable Desire2Learn Acceptable Use Policy.If You are using this Service to register for a course, You agree to only register once to that course.

Security Measures. You may not, nor may You assist another in, interfering with, hacking, or otherwise compromising any security measures of the Service or using the Service to interfere, hack, or otherwise compromise any security measures of other products, services or systems, including Desire2Learn products, services, systems and data.

Limitations on Resale, Reverse Engineering, Decompilation, and Disassembly. You may not, nor may You assist another to resell, redistribute, modify, reverse engineer, decompile, create derivative works from, or disassemble the Service for any reason whatsoever, including for the purpose of creating a competitive Service. You may not use any unauthorized means to modify, reroute, or gain access to the service or attempt to carry out these activities, or use any automated process or service (such as a bot, a spider, periodic caching of information stored by Desire2Learn, or metasearching) to access or use the Service. Depending on how the Service is configured you may be able to access third-party websites or services via the Service; Desire2Learn is not responsible for such websites or the services or content that may be available on such third party websites or services.

Data Restrictions. You may not store, transmit or communicate any data that (i) You do not have legal authority to store, transmit or communicate; (ii) contains viruses, time bombs or other malicious computer code; (iii) infringes another's intellectual property rights; (iv) is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; or (v) adversely affects the products, services, systems or data of Desire2Learn, its agents or its partners. In addition, You may not use the Service to improperly access any other person's or entity's data or to misrepresent Your affiliation or identity.

Objectionable Data and Errors. You understand that in using the Service You may encounter data that may be offensive, indecent, objectionable, or that contains errors or inaccuracies. Nevertheless, You agree that Your use of the Service is at Your sole risk and that Desire2Learn shall have no liability to You for Data that may be found to be offensive, indecent, objectionable erroneous or inaccurate.

Access to Data. You acknowledge and agree that the data You encounter by using or accessing the Service may not be under the control of Desire2Learn, and that You may be required to enter into one or more agreements with third parties (including an academic institution, employer or mobile carrier) to access and/or transmit data. These third parties may have privacy policies to which the data and Your use thereof may be subject. You are responsible for complying with the terms and conditions of those agreements and privacy policies.

Additional Charges. You further acknowledge and agree that use of the Service may result in data, bandwidth or additional third party charges (e.g.: from Your mobile carrier and/or internet provider) and that these charges are Your responsibility.

2. Desire2Learn EduDentity Credentials

Desire2Learn may provide You with credentials (e.g, ID and password) on its Desire2Learn EduDentity Network (the "Credentials") to use with the Service. This Agreement applies whenever You use the Credentials. When You use the Credentials to gain access to any application or Web site, the terms and conditions (including but not limited to any end user license agreements) for that application or Web site will apply in addition to this Agreement to Your use of that application or Web site.

3. Accounts

Your Account, Associated Accounts, and Accounts from Third Parties. Your Credentials will correspond to an account ("Account") granted to You by Desire2Learn. Only You may use Your Account. You must keep Your accounts and Credentials confidential and not authorize any third party to access or use the Service on Your behalf, unless Desire2Learn provides an approved mechanism for that. You must contact Desire2Learn immediately if You suspect misuse of Your accounts or any security breach in the Service. For some parts of the Service, You may be able to set up additional accounts that are dependent on Your Account ("Associated Accounts"). You are responsible for all activity that takes place with Your Account and any Associated Accounts.

If You use an Associated Account, You acknowledge that the holder of the Account has full control over Your Associated Account. If a third party such as an Internet service provider, employer, or academic institution gave You Your Associated Account, that party has rights to Your Associated Account and may: manage Your Associated Account, reset Your password, or suspend or cancel Your Associated Account; view Your Associated Account's usage and profile data, including how and when Your Associated Account is used; and read or store content in Your Associated Account, including electronic communications, contact lists, and other information which may include your confidential information. It is important for You to be aware of the Privacy Policy for any third party provider for which you were granted an Associated Account. Desire2Learn is not responsible for the Privacy Policies of any third party providers.

4. Your Content

Ownership of Your Content. Except for material that Desire2Learn licenses to You, Desire2Learn does not claim ownership of the content You provide on the Service. Your content remains Your content, subject to claims of third parties such as an Internet service provider, employer or academic institution. Desire2Learn also may not control the content that You and others make available on the Service. Desire2Learn does not verify or endorse the content that You and others make available on the Service.

Access to Your Content. Subject to the interests of third parties such as Your Internet service provider, employer or academic institution, You control who may access Your content. If You share content in public areas of the Service or in shared areas available to others You have chosen, then You agree that anyone You have shared content with may use that content. When You give others access to Your content on the Service, You grant them free, non-exclusive permission to use, reproduce, distribute, display, transmit, and communicate to the public the content solely in connection with the Service and other products and services made available by Desire2Learn, its agent and its partners. If You do not want others to have those rights, do not use the Service to share Your content.

Grant to Desire2Learn. You understand that Desire2Learn may need, and You hereby grant Desire2Learn, its agents and its partners the right, to use, process, transfer, modify, adapt, reproduce, distribute, delete and display content posted on the Service solely to the extent necessary to provide the Service.

Content Protected by Copyright. Content may be protected by copyright. People appearing in content may have a right to control the use of their image. If You share content on the Service in a way that infringes others' copyrights, other intellectual property rights, or privacy rights, You are breaching this Agreement. You represent and warrant that You have all the rights necessary for You to grant the rights in this section and the use of the content doesn't violate any law. Desire2Learn will not pay You for Your content. Desire2Learn may refuse to publish Your content for any or no reason. Desire2Learn may remove Your content from the Service at any time at its discretion. Desire2Learn does not have an obligation to police the copyright validity of any of the content on the Service.

Backing Up Data. You are responsible for backing up the data that You store using the Service. If there is a Service outage, Your data may be lost. If Your Service is suspended or canceled, Desire2Learn may permanently delete Your data. Desire2Learn has no obligation to return data to You after the Service is suspended or canceled. If data is stored with an expiration date, Desire2Learn may also delete the data as of that date. Data that is deleted may be irretrievable.

Hosting of Data. You acknowledge and agree that Desire2Learn, its agents and its partners may use, process and/or transfer (including intra-group and to entities in countries that do not provide statutory protections for personal information) Your data (which may include certain information about You) in whole or in part: (a) in connection with provisioning the Service; (b) to incorporate Your data into databases controlled by Desire2Learn for the purpose of the providing Services; administration, provisioning, billing and reconciliation; verification of Your identity, solvency and creditworthiness; maintenance, support and product development; fraud detection and prevention; sales, revenue, and customer analysis and reporting; market and customer use analysis; and (c) to communicate to You by voice, letter, fax, e-mail or other means regarding the Services.

5. Privacy

Privacy Statement. You should carefully read Desire2Learn's Privacy Statement before deciding to use or access the Service as it is incorporated into this Agreement by reference, and governs Desire2Learn's treatment of information you provide to Desire2Learn. Please note that certain data, content and information which You may submit using the Service are likely to, reveal your gender, ethnic origin, nationality, age, or other personal information about You. You acknowledge that Your submission of any data, content and information to Desire2Learn is voluntary on Your part.

Information Collection and Disclosure. In order to continually innovate and improve its products and services, and/or to perform statistical analyses of the collective characteristics and behavior of all users, and/or by measuring demographics and interests regarding specific services, Desire2Learn may collect certain information about You. As part of the Service, Desire2Learn may also automatically upload information about Your computer or mobile device, Your use of the Service, and service performance. This information that Desire2Learn collects does not identify you as an individual.

Communications. From time to time, (i) Desire2Learn may request permission to email You; (ii) Desire2Learn's partners may contact You if You have opted into receiving email communications that may be related to the services they provide if you have signed up for such services; and (iii) Desire2Learn may display advertisements and opportunities from third parties.

6. Intellectual Property Information

All content presented to You on this site are protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws, and are the sole property of Desire2Learn, Desire2Learn's partners, and third parties, as applicable.You are only permitted to use the content as expressly authorized by Desire2Learnor the specific content provider.You may not copy, reproduce, modify, republish, upload, post, transmit, or distribute any documents or information from this site in any form or by any means without prior written agreement from Desire2Learn or the rightful owner of the documents or information, as applicable.

All trademarks or service marks are property of their respective owners.Nothing in this Agreement grants You any right to use any trademark, service mark, logo, and/or our name, or the name of any content provider or partners.

7. Software and Applications

If You are licensed or granted a right to use software or applications from Desire2Learn as part of the Service, the use thereof is governed by terms that You must accept in order to use the software or applications. Those terms apply in addition to this Agreement (with such other terms prevailing, in relation to such software or application, over this Agreement in the event of conflict between the two). Desire2Learn reserves all other rights to the software or applications.

Desire2Learn licenses or grants rights to use any software or applications it provides, but does not sell the software or applications outright. Unless Desire2Learn notifies You otherwise, the licence or grant ends when Your Service ends or your account is cancelled. You must then uninstall the software or applications, or we may disable them. You must not work around any technical limitations in the software or applications.

EXPORT RESTRICTIONS. THE SOFTWARE MAY BE SUBJECT TO CANADIAN, U.S. OR INTERNATIONAL EXPORT, IMPORT AND/OR USE LAWS AND REGULATIONS. YOU MUST COMPLY WITH ALL APPLICABLE CANADIAN, U.S. OR INTERNATIONAL EXPORT, IMPORT AND/OR USE LAWS AND REGULATIONS. THESE LAWS INCLUDE RESTRICTIONS ON DESTINATIONS, END USERS AND END USE.YOU REPRESENT THAT YOU ARE NOT A CITIZEN OF AN EMBARGOED COUNTRY OR A PROHIBITED END USER UNDER APPLICABLE U.S. OR LOCAL EXPORT AND ANTI-TERRORISM LAWS, REGULATIONS AND LISTS.YOU AGREE NOT TO EXPORT, RE-EXPORT, DIVERT, TRANSFER OR DISCLOSE ANY PORTION OF THE SERVICES OR SITE OR ANY RELATED TECHNICAL INFORMATION OR MATERIALS, DIRECTLY OR INDIRECTLY, IN VIOLATION OF ANY APPLICABLE EXPORT OR IMPORT LAW OR REGULATION.

8. Modification

Desire2Learn reserves the right, at any time and from time to time, to update, revise, supplement, and otherwise modify this Agreement and to impose new or additional rules, policies, terms or conditions on Your use of the Service. Any updates, revisions, supplements, modifications, and additional rules, policies, terms and conditions (collectively, the "Additional Terms") will be effective immediately upon release and incorporated into this Agreement. Your continued use of the Service will be deemed to constitute Your acceptance of any and all such Additional Terms. All Additional Terms are incorporated into this Agreement by reference.

9. Disclaimer of Warranties

The Service is provided "as is," "with all faults" and "as available," in each case without warranties, conditions, or guarantees, express or implied, oral or written, of any kind. Without limiting the foregoing, Desire2Learn disclaims all warranties of merchantability, non-infringement, fitness for a particular purpose, course of dealing or usage in trade. Desire2Learn is not liable for any damages whatsoever (including damages for loss of business profits, business interruption, or loss of data) arising out of the use or the inability to use the Service, to the maximum extent of applicable law. To the extent not specifically prohibited by the laws of Your jurisdiction:

(a) If the Service is not delivered in accordance with documentation, You acknowledge and agree that Desire2Learn may not be able to resolve the problem and is not required to do so under any time limitation.

(b) Desire2Learn is not responsible for the availability, use, performance or non-performance, of the Service.

(c) The Service may at any time be unable to access or transmit data, and You will have no recourse against Desire2Learn should this occur.

THROUGH YOUR USE OF THE SITE AND THE CONTENT, YOU MAY HAVE OPPORTUNITIES TO ENGAGE IN COMMERCIAL TRANSACTIONS WITH OTHER PARTIES. YOU ACKNOWLEDGE THAT ALL TRANSACTIONS RELATING TO ANY MERCHANDISE OR SERVICES OFFERED BY ANY PARTY, INCLUDING THE PURCHASE AND PAYMENT TERMS, WARRANTIES, GUARANTEES, MAINTENANCE AND DELIVERY TERMS RELATING TO SUCH TRANSACTIONS, ARE AGREED TO SOLELY BETWEEN THE OTHER PARTY AND YOU.DESIRE2LEARN MAKES NO WARRANTY REGARDING ANY INTERACTIONS OR TRANSACTIONS EXECUTED THROUGH, OR IN CONNECTION WITH THIS SITE, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK.ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY PRODUCTS, SERVICES, CONTENT, OR INFORMATION AVAILABLE ON OR THROUGH THIS SITE FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY, AND NOT BY DESIRE2LEARN.

10. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, DESIRE2LEARN DISCLAIMS ALL LIABILITIES TO YOU, THROUGH ANY ACT OR OMISSION AS IT RELATES TO THE UNLAWFUL OR UNAUTHORIZED USE OF THE SERVICE. YOU ARE SOLELY RESPONSIBLE FOR ALL DATA MADE AVAILABLE TO OR BY THE SERVICE OR DESIRE2LEARN. IF LAW PROHIBITS A FULL WAIVER OF LIABILITY THE MAXIMUM LIABILITY DESIRE2LEARN WILL HAVE UNDER THIS AGREEMENT IS FIVE HUNDRED ($500) USD.

11. No Guarantee of Continued Use or Availability

Desire2Learn reserves the right to modify, update, supplement, limit, discontinue, remove or disable access to part or all of the Service without notice to You and Desire2Learn shall not be liable to You or any third party should it exercise such rights. From time to time, Desire2Learn may make available updates or upgrades to the Service via software download or other means. Such download may occur automatically without the need for any act on Your part, or it may require You to download manually updates or upgrades. Certain functions of the Service may be modified or discontinued as a result of any update or upgrade, or may not be available if You have not downloaded all updates and upgrades made available by Desire2Learn or otherwise.

Desire2Learn may cancel or suspend Your Account and Your access to the Desire2Learn EduDentity Network at any time without notice and for any reason. Reasons for cancellation may include that Desire2Learn stops providing the Service in Your region or that You breach this Agreement or don't pay fees that You owe to us or to our agents. If Your service is canceled, Your right to use the Service stops immediately. If Desire2Learn cancels Your credentials, Your right to use the Service stops immediately. Cancellation of the Service or credentials won't alter Your obligation to pay all charges made to Your billing account, if applicable. If Desire2Learn cancels the Service in its entirety without cause, it will refund to You on a pro-rata basis any payments that You have made based on the portion of Your Service that would otherwise remain. Desire2Learn will not provide any refund for Associated Accounts (including accounts of third parties), the use of or access to which is affected by Desire2Learn's cancellation of the Service without cause.

12. General Terms

Waiver and Indemnity. By using the Service, You agree to indemnify, defend, and hold harmless (or if prohibited by the laws of Your jurisdiction, to the fullest extent of the law, You are liable to), Desire2Learn, its directors, officers, employees, affiliates, subsidiaries, agents, contractors, licensors and licensees with respect to any damages, losses and costs, including attorneys' fees and costs, related to all third party claims, charges, and investigations, caused by (1) Your failure to comply with this Agreement, including Your submission of Objectionable Data or other content that violates third party rights or applicable laws, (2) any content you submit using the Application, (3) any breach of privacy claims made by You and (4) Your use of, misuse of or inability to use the Service.

No Waiver. The failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision. All rights under this Agreement are in addition to any other rights and remedies provided by law or in equity.

No Third Party Rights. This Agreement is for the benefit of You and Desire2Learn only. None of its provisions are for the benefit of, or enforceable by, any third party. No third party shall have the right to (a) rely on the Services provided by Desire2Learn or (b) seek to impose liability on Desire2Learn as a result of the Services.

Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable the remaining terms and provisions shall continue in full force and effect.

Survivability. All provisions which must survive in order to give effect to their meaning, shall survive any expiration or termination of this Agreement.

Governing Law. This Agreement is formed in and governed by the laws of the Province of Ontario, Canada without regard to its conflict of laws principles. Legal action arising pursuant to this Agreement shall be filed in the courts of the Province of Ontario, Canada. The United Nations Commission on International Trade Law Conventions on Contracts for the International Sales of Goods and Related Transactions is specifically excluded. The parties waive any right to a jury trial.

Entire Agreement. This Agreement is the entire agreement between Desire2Learn and You relating to the Service and supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to the subject matter hereof.

Contact Information. Any questions, complaints or claims with respect to the Service should be directed to:

Desire2Learn Incorporated
151 Charles Street West, Suite 400
Kitchener, Ontario, Canada N2G 1H6

I have reviewed and am prepared and authorized to accept this Agreement.

Date Last Modified: 17 April 2013