Ellucian Terms of Use

Terms of Use Agreement

For the Ellucian CODE REPOSITORY

1. Scope

Ellucian Inc (Ellucian) created the Ellucian Code Repository (Code Repository), to provide a forum where Ellucian clients and interested client constituents (You or Your) and other Ellucian software experts, developers, users, and other interested parties (each, a User and collectively, Users) may access customer developed modifications and add-on functionality to Ellucian software contributed to the Code Repository. If You are accessing and/or using the Code Repository on behalf of Your employer or as a consultant or agent of a third party (collectively Your Institution), You represent and warrant that You have the authority to act on behalf of and bind Your Institution to the terms of this Terms of Use Agreement (TOU) and everywhere in this TOU that refers to You or Your, shall also include Your Institution.

2. Acceptance of Terms

Unless otherwise agreed to in a separate signed writing, Your access and use of the Code Repository and its Content (defined in Section 7), or any forums, wikis, blogs, or services provided on the Commons (any Services, are subject to this TOU. Additionally, Your use of the Code Repository, Content, and the Services may be subject to additional disclaimers, legal notices, click-through agreements, or other legal agreements (collectively, Additional Legal Terms), which may be posted on the Code Repository or otherwise agreed by You and Ellucian where applicable. Your access and use of any Ellucian-provided software (which may include software owned by third parties) and related documentation, modifications and Intellectual Property Rights (together Ellucian Software) and all other Ellucian Confidential Information that may be provided on the Code Repository is also subject to the separate software license, services and/or maintenance agreement (as applicable) between Your Institution and Ellucian (License Agreement). This TOU and the applicable Additional Legal Terms which specifically include any License Agreement (together Controlling Terms) form a legally binding agreement between You and Ellucian regarding Your access and use of the Code Repository, Content, and the Services. Whenever there is a conflict between the terms in this TOU and the Additional Legal Terms, the terms in the Additional Legal Terms shall control. By accessing or using the Code Repository, You accept and agree to abide by the terms of this TOU. If You do not agree to the terms of this TOU, You must not attempt to access or use the Code Repository.

3. Changes and Notices

Ellucian reserves the right to make changes to this TOU and to modify, change or discontinue any part or all of the Code Repository and/or the Services, at any time. Ellucian may notify You of any changes to this TOU or the Code Repository when You visit the Code Repository, via email, or by updating the TOU which can be viewed via the Legal Terms link. Changes to the TOU will be effective when posted. Ellucian may make changes to its products, service offerings and Ellucian Software at any time without notice.

Periodically, You may be required to specifically acknowledge Your review of and agreement to the Controlling Terms via a “click-thru” agreement on the Code Repository, where applicable. However, regardless of whether You are required to specifically agree to any Controlling Terms on the Code Repository, Your access and use of the Code Repository means that You agree to the Controlling Terms then in effect.   

THE MOST CURRENT VERSION OF THIS TOU CAN BE ACCESSED BY CLICKING LEGAL TERMS WHICH IS INCLUDED ON THE BOTTOM OF EACH WEB PAGE COMPRISING THE CODE REPOSITORY.

4. Confidential Information

A. The Code Repository is intended to be a public forum with respect to authorized Users and You agree not to provide Ellucian or other Users with any confidential or proprietary information that You or the owner of the information do not intend to become public information. Any Content that You seek to contribute to the Code Repository will be subject to Additional Legal Terms, which include without limitation that the Content is NOT confidential or proprietary, and that You waive any trade secret or other confidentiality rights with respect to such contributed Content. Ellucian shall not be liable for the disclosure of any confidential information that is shared on the Code Repository.

B. You agree not to reproduce any Confidential Information to which You are provided access through the Code Repository in any form except as authorized at the time of disclosure. Any reproduction of Ellucian Confidential Information shall remain the property of Ellucian and shall contain any and all confidential or proprietary notices or legends which appear on the original. You agree to (a) take all Reasonable Steps (defined below) to keep all Confidential Information strictly confidential; (b) to use Confidential Information solely as authorized at the time of disclosure and (c) not to disclose any Confidential Information to any party without the prior written consent of Ellucian. You do not acquire any rights in Confidential Information except the limited rights as described above. In no event shall You use Confidential Information to create, enhance, modify, rent, lease, loan, sell, distribute or create derivative works based on the Software or Services, or compete with Ellucian Software or Services in whole or in part. To the extent You access or use any aspect of Confidential Information (including without limitation the Ellucian Software) to which You do not have license rights pursuant to a License Agreement, You agree to treat such Content as Confidential Information consistent with this TOU and as though such Content were expressly subject to the confidentiality obligations in Your License Agreement.

As used herein, Confidential Information shall mean all trade secrets and other information or Services which Ellucian or third parties protect against unrestricted disclosure to others which is either labeled Confidential, accessed through a restricted area of the Code Repository, pursuant to software downloads, or reasonably identifiable as confidential based on the type of information and the manner of its disclosure, and Reasonable Steps means those steps You and/or Your Institution take to protect Your own similar Confidential Information, which shall not be less than a reasonable standard of care.

5. Your Information, Privacy, and Data Protection

You are solely responsible to provide Ellucian with Your complete, true, and current User information and to keep Your User information accurate and up to date. You are solely responsible with regard to usage and security of Your password and any activities that occur under Your account. You shall not use the account of anyone else at any time. You understand and agree that Ellucian may collect, use, store or otherwise process Your personal information and utilization data. To the extent applicable, collection and processing of such personal information will be treated in compliance with Ellucian’s Privacy Statement,  and other applicable legislation. You agree that Ellucian may access, preserve and disclose Your account information, other personal information and/or Content if required to do so by law or to: (i) comply with a legal process; (ii) respond to claims that any Content violates the rights of third parties or (iv) protect the rights, property or personal safety of Ellucian, Users, and the public.

TO THE EXTENT APPLICABLE YOU AGREE TO COMPLY WITH THE TERMS OF THE Ellucian PRIVACY POLICY, WHICH CAN BE FOUND BELOW OR BY CLICKING ON PRIVACY AT THE BOTTOM OF EACH WEB PAGE COMPRISING THE Code Repository.

6. Copyright Policy

Unauthorized copying, distribution, modification, public display, or public performance of copyrighted works is an infringement of the copyright holder’s rights. You agree that You will not use the Code Repository to infringe the Intellectual Property Rights of Ellucian or others in any way. You will not remove, overprint or deface any notice of copyright, trademark, logo, legend, or other notice of ownership from any originals or copies of Ellucian Software, third party software, or any Content accessed on the Code Repository. As used herein, Intellectual Property Rights means patents of any type, design rights, utility models or other similar invention rights, copyrights, trademarks, service marks, trade secret or confidentiality rights, and any other intangible property rights including applications for any of the foregoing, in any country, arising under statutory or common law or by contract and whether or not perfected, now existing or hereafter filed, issued, or acquired.

Ellucian respects the intellectual property of others, and we ask our users to do the same. Ellucian may, in appropriate circumstances and at its discretion, terminate the access/accounts of Users who infringe the intellectual property rights of others. If You believe that Your work has been copied in a way that constitutes copyright infringement or any other violation of Your rights, please provide Ellucian's Copyright Agent the following information:

 

1.     an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;

2.     a description of the copyrighted work that You claim has been infringed or material which otherwise violates Your rights;

3.     a description of where the material that You claim is infringing/violating is located on the site;

4.     Your address, telephone number, and e-mail address;

5.     a statement by You that You have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

6.     a statement by You, made under penalty of perjury, that the above information in Your Notice is accurate and that You are the copyright owner or authorized to act on the copyright owner's behalf.

For notice of claims of copyright infringement on the Code Repository, You can reach Ellucian's Copyright Agent as follows:

Copyright Agent

Assistant General Counsel
Ellucian Inc.
4 Country View Road
Malvern, PA 19355
ask.legal@ellucian.com

7. Responsibility for Links and Content

The Code Repository may contain links to external Web sites and information provided on such external websites by Ellucian partners and third-party service providers. Ellucian shall not be responsible for the content of any linked Web site, or any changes or updates to such sites, nor shall Ellucian be responsible for the privacy practices or Third Party Terms of any third party vendors. You further agree that Ellucian shall not be directly or indirectly responsible or liable for any damage or loss caused or alleged to be caused by or in connection with Your use of or reliance on any content, goods or services available on or through any such linked Web site or the Code Repository. Any article, information, data, code, text, software, documentation, graphics, image, marketing material, video, photograph, message, or posting to any project, forum, wiki, or blog on the Code Repository (any Content), whether publicly posted or privately transmitted, is the sole responsibility of the person or entity providing the Content. Ellucian is not responsible for the privacy practices, content or Third Party Terms of other third party vendors.

8. Intellectual Property Rights; License Grant

You are granted a limited, non-exclusive, non-transferable, freely revocable license to use the Code Repository and its Content and Services for Your own non-commercial use. Except as otherwise agreed between You and Ellucian or You and any individual Contributor, You shall retain ownership of all Intellectual Property Rights in and to the Content provided by You on the Code Repository to the extent You are the owner or holder of the Intellectual Property Rights. All Intellectual Proprietary Rights to any Ellucian Software and the Services shall remain with Ellucian, and to the extent applicable, all Intellectual Property Rights to any Content of a Contributor shall remain with the Contributor.

If Ellucian elects to post or publish the Content, Ellucian may in its sole discretion elect to withdraw the posted or published information for any reason and without notice. Similarly, You are under no obligation to post any Content to the Code Repository. You and Ellucian agree that Content posted in the Code Repository (Contributions, and the person or entity making such Contribution being the Contributor) will not be used for marketing or advertising purposes without explicit written permission from the Contributor. Ellucian will not use any Contributions as endorsements of Ellucian’s products or services without the prior and express written consent of the Contributor.

If you wish to share any Content that comprises Your tangible work product, You may do so through the Code Repository contribution process. Content that is submitted to the Code Repository is subject to the terms of the Code Repository Contribution Agreement, and in the event of any conflict between this TOU and the terms of the Code Repository Contribution Agreement regarding the Content, the terms of the Code Repository Contribution Agreement will govern.

9. Permissible Use of the Code Repository

You agree not to access or utilize the Content or Services for purposes that are inconsistent with Your legitimate business interests, so long as it is not used in any manner which is or could be detrimental to the Code Repository community or Ellucian (unless such use is otherwise protected by law). Use of the Content and/or Services for any other purpose is expressly prohibited under this TOU.

10. International Use and Export Compliance Prohibited Content related to Encryption

Access and use of the Code Repository is subject to the export and import laws of the United States and other countries. You agree to comply with all applicable export and import laws and regulations in connection with any access and use of the Code Repository.  You may not access, post, download, use or export the Content or the Services or any other part of the Code Repository in violation of U.S. export laws or regulations (including without limitation the Export Administration Regulations (“EAR”) of the U.S. Commerce Department’s Bureau of Industry and Security; the International Traffic in Arms Regulations (“ITAR”) of the U.S. State Department’s Directorate of Defense Trade Controls, and the economic sanctions regulations of the U.S. Treasury Department’s Office of Foreign Assets Control “OFAC”), or in violation of any other applicable laws or regulations.  Further, You represent that You: (1) are not a party identified on any government export exclusion list, including but not limited to the U.S. Denied Persons, Entity, and Specially Designated Nationals, Specially Designated Terrorists, Specially Designated Narcotics Traffickers Lists, or the Table of Denial Orders and any similar list, and You are not  located in, a resident of, or acting on behalf of the government of any country or territory subject to an embargo authorized or enforced  under any U.S. export regulations, trade sanctions or other laws (including countries listed in Country Group E:1 as identified in the EAR , and that you are also not a national of such a country unless you also are authorized to permanently reside in a country other than those countries; and (2) will not transfer any software, technology, or other technical data through the Code Repository, directly or indirectly, to any person identified on these lists or to any person, country or destination for which the United States government or governmental agency requires an export license or other authorization for export, without first having obtained such license or other required authorization.

You agree not to post, upload, transfer, contribute, transmit or otherwise share any such Content relating to encryption within the Code Repository (including without limitation software, technology or other technical data), including any Ellucian Software, without the prior written consent of Ellucian. In the event You wish to submit Content relating to encryption, please submit Your request to communitysource@ellucian.com.

11. Termination and Accountability

In the event You are in material breach of the Controlling Terms, Ellucian may, at its sole discretion, suspend or terminate Your account and refuse You any current or future use of the Code Repository. Ellucian may remove any Content posted on the Code Repository at Ellucian’s sole discretion. Ellucian shall not be liable to You or any third party for any termination or change to the Code Repository and/or the Services. If You send or contribute Content that is confidential or proprietary of a third party without that third party's permission, or, if You transmit or upload Content that is intended to infect, corrupt or otherwise disrupt the operation of the Code Repository or any other Users computer system, or if You transmit or contribute Content in violation of applicable export and import laws, Ellucian may report You to the relevant authorities to ensure You are held accountable to the fullest extent of applicable laws.

You agree not to use the Code Repository to:

You may not use the Code Repository if you are under eighteen (18) years of age.

12. Indemnity

Except to the extent that You are expressly prohibited from assuming an indemnity obligation under applicable law, You agree to indemnify and hold each Contributor and/or Ellucian its affiliates, subsidiaries, officers, agents, partners, employees, and licensors harmless from any claim or demand, including reasonable attorneys fees, made by any third party due to or arising out of Your usage of the Code Repository and any of its Content or Services, Your breach of this TOU or Ellucian’s Privacy Statements, or Your alleged violation of any other rights of a third party.

13. Exclusion of Warranties

The Code Repository, Content, and Services are being provided to You AS IS. To the fullest extent allowable by law, each Contributor and Ellucian do not guarantee or warrant any features or qualities of the Code Repository, Content, or Services or give any undertaking with regard to any other quality. Statements and explanations to the Code Repository, Content or Services in promotional material or on the Code Repository and in the documentation are made for explanatory purposes only; they are not meant to constitute any guarantee or warranty of certain features. No warranty or undertaking shall be implied by a User from any published Ellucian description of or advertisement except to the extent Ellucian has expressly confirmed such warranty or undertaking by a separate written agreement.

Each Contributor and/or Ellucian do not represent or endorse the accuracy or reliability of any (i) links to web-pages of third parties contained on the Code Repository, or the content obtainable on such web-pages or (ii) information provided by third parties on the Code Repository. Ellucian will not permanently control and/or review the linked web-pages and the information provided by third parties but upon sufficiently proven indication will remove the respective link and/or information. Ellucian, and to the extent applicable each Contributor, shall not be liable for damages caused by the use of the Content and/or information.

14. Limitation of Liability; EXCLUSIVE rEMEDIES

TO THE EXTENT ALLOWABLE BY APPLICABLE LAW, EACH CONTRIBUTOR AND/OR Ellucian ITS AFFILIATES, SUBSIDIARIES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS ARE NOT LIABLE TO ANY USER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF Ellucian HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), HOWEVER CAUSED, WHETHER IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF OR RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE Code Repository, Ellucian SOFTWARE, OR CONTENT AND SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES ARISING OUT OF YOUR USE OR INABILITY TO USE ANY Ellucian SOFTWARE, CONTENT, OR SERVICES OBTAINED THROUGH THE Code Repository; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS, MESSAGES, OR CONDUCT OF ANY THIRD PARTY ON THE Code Repository; OR (v) ANY OTHER MATTER RELATING TO THE Code Repository OR SERVICES.

YOUR ONLY REMEDY with RESPECT TO DISSATISFACTION WITH (1) THE CODE REPOSITORY OR SERVICES; (2) ANY PROVISION IN THIS TOU; (3) ANY POLICY OR PRACTICE OF Ellucian; OR (4) ANY CONTENT ON THE CODE REPOSITORY, IS TO TERMINATE THIS TOU AND YOUR ACCOUNT. YOU MAY TERMINATE THIS TOU AS IT APPLIES TO YOU AT ANY TIME BY NOTIFYING Ellucian AT:

communitysource@ellucian.com AND DISCONTINUING ALL USE OF THE CODE REPOSITORY.

15. Applicable Law

The laws of the Commonwealth of Pennsylvania, USA, will govern this TOU without giving effect to any principles of conflicts of laws. You also agree to comply with all laws from the country in which You reside that are applicable to the transmission of data on the Internet, including, but, not limited to laws governing the use of encryption and laws governing the transmission of data across international boundaries, into prohibited countries, and containing personally identifiable information.

 

16. SURVIVAL

 

Upon termination of this TOU or Your account, any provision which, by its nature or express terms should survive, will survive termination. Without limitation, Your confidentiality obligations hereunder shall survive termination of Your account. Upon any termination of Your account, or Ellucian’s written request, You must cease use of Confidential Information, Content and/or Services and return or destroy all Confidential Information in Your possession or control.

 

17. WAIVER AND SEVERABILITY

 

The failure of Ellucian to exercise or enforce any right or provision of this TOU shall not constitute a waiver of such right or provision. To the extent that any provision in this TOU shall be found to be unenforceable, such provision shall be modified in such a manner so as to make this TOU as modified, legal and enforceable under applicable laws and the balance of the provisions of this TOU shall not be affected thereby.

LAST REVISED: March 2011



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