By using or allowing others to use the software, materials, interactive features, and website associated with the Odysseyware® website (“Website”), you (the “User”) are agreeing to be bound by these legal terms and conditions (“Agreement”). Any person interacting with the Website in any way, including but not limited to students, teachers, administrators, and parents, are Users for the purposes of this Agreement.
A. General Provisions
1. Updates. At its option, from time to time, Glynlyon may create updated versions of the Website and may make such updates available to you. Unless explicitly stated otherwise, any such updates will be subject to the terms of this Agreement.
2. Proprietary Materials. All content available through the Website, including designs, text, graphics, pictures, video, information, applications, software, music, sound, and other files, and their selection and arrangement ("Site Content"), as well as all software and materials contained in or related to the Website are protected by copyrights, trademarks, service marks, patents, trade secrets, or other proprietary rights and laws. You hereby agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from such content or materials. Systematic retrieval of data or other content from the Website to create or compile, directly or indirectly, a collection, compilation, recreation, database, or directory of Website materials is prohibited except as provided for herein. Use of Website content or materials for any purpose not expressly provided for herein is prohibited.
3. COMPANY WARRANTIES AND DISCLAIMER.
a. Company warrants during the Term that the Products and Service will function as intended and that such functionality will be maintained in all material respects in any subsequent upgrades to the Products and/or Service. Customer’s sole and exclusive remedy for Company’s breach of this warranty shall be that Company shall use commercially reasonable efforts to correct such errors or modify the Products and/or Service to achieve the material functionality intended within a reasonable period of time. However, Company shall have no obligation with respect to this warranty claim unless Customer notifies Company of such claim within thirty (30) days of the first material functionality problem. Further, Company shall have no obligation with respect to this warranty claim, and Customer may not terminate the Agreement, where any alleged nonconformity is due to user error, as reasonably determined by Company. Company does not warrant that the Products or Service will be will be free of non-material errors, bugs, or minor interruption, or that all such errors will be corrected.
b. Company warrants during the Term that it will practice and maintain industry-standard backup procedures and, in the event of a breach of this warranty, Company will use commercially reasonable efforts to correct or restore Customer data within three (3) business days.
c. Company warrants that it owns, controls, or has valid license to offer the Products and Service and has the power and authority to grant the license and use granted by the Agreement. Customer’s use of the Products and/or Service as specifically authorized hereunder will not infringe or violate the rights of any third party. The foregoing terms of this Section may not apply to Customer’s use of the Customization Tool, if applicable.
d. Company makes no representation or warranty express or implied concerning the compatibility or operability of the Products or Service with any particular operating system or software. Company is not responsible or liable for any hardware failure, operating system or software conflict, server or security issue, or any other condition compromising or interfering with the operability or functioning of the Products or Service.
e. THE WARRANTIES STATED IN SECTIONS 11(A)-(C) ABOVE ARE THE SOLE AND EXCLUSIVE WARRANTIES OFFERED BY COMPANY. OTHER THAN AS SPECIFICALLY DETAILED IN SECTIONS 11(A)-(C), THE PRODUCTS AND/OR SERVICE IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND AND COMPANY DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO THE PRODUCTS AND/OR SERVICE, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
f. COMPANY DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS THAT THE PRODUCTS AND/OR SERVICE ARE FREE OF ERROR OR WILL MEET CUSTOMER’S NEEDS OR REQUIREMENTS, WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED.
g. The disclaimers set forth in these Terms supersede any and all statements, information, or demonstrations, oral or written, by Company, its representatives, dealers, distributors, agents, or employees. No statements that are not set forth expressly and specifically in this Agreement will create a warranty or in any way increase the scope of this Agreement and Customer may not rely on any such information, advice, suggestions, or recommendations.
4. Severability. If any provision of this Agreement is held to be ineffective, unenforceable, or illegal for any reason, Glynlyon may reform such provision to the extent necessary to make it effective, enforceable, and legal or such provision may be deemed severed and in either case this Agreement with such provision reformed or severed shall remain in full force and effect to the fullest extent permitted by law. Glynlyon’s failure to enforce any part or portion of this Agreement shall not be considered a waiver by Glynlyon.
5. Export Prohibitions. Any export or attempt to export the software either partially or in its entirety, related to the Website is governed by United States law and the laws of the jurisdiction in which you reside. Any export of software related to the Website or any portion thereof in any way prohibited by law or regulations issued by agencies of the United States federal government is hereby prohibited. Portions of the Website may include restricted computer software. Neither the Website nor any portion thereof nor the underlying information or technology may be downloaded or otherwise exported or re-exported: (a) into (or to a national or resident of) any U.S. embargoed country; (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals; or (c) to the U.S. Commerce Department’s Denied Persons or Entities List or Table of Denial Orders. You hereby represent and warrant that you are not located in or the resident of any such country or on any such list.
B. End User Terms and Conditions
1. Ownership. This Website and all associated materials provided by Glynlyon are the solely owned or appropriately licensed property of Glynlyon. The Website is licensed, not sold, to you under the terms of this Agreement. Glynlyon does not sell any title, ownership right, or interest in or to the Website. By using this Website, you are agreeing only to a non-exclusive, nontransferable license to use, according to the terms of this Agreement, the Website and any software programs or other proprietary material of third parties that are incorporated into the Website. Glynlyon reserves and retains all applicable right, title, and interest (including but not limited to copyrights, patents, trademarks, and service marks and other intellectual property rights) in and to the Website and all associated materials. Any remuneration paid for this product constitutes a license fee for the use of the Website.
a. The copying, reproduction, duplication, translation, reverse engineering, adaptation, decompilation, disassembly, reverse assembly, modification, or alteration of the Website or any portion thereof is expressly prohibited without the prior written consent of Glynlyon except as provided for herein. The merger or inclusion of the Website or any portion thereof with any computer program, and the creation of derivative works or programs from the Website or any portion thereof, is also expressly prohibited without the prior written consent of Glynlyon.
b. Requests for permission to reproduce, duplicate, adapt, or otherwise exploit any portion of the Website should be submitted in writing to the Glynlyon address listed at the bottom of this Agreement. Any permissions granted shall be in the sole and exclusive discretion of Glynlyon.
c. Neither the Website nor any part thereof may be rented, leased, sold, assigned, transferred, re-licensed, sub-licensed, or conveyed for any purpose. Any attempted rental, lease, sale, assignment, transfer, re-license, sub-license, conveyance, gift, or other disposition of the Website in violation of this Agreement is null and void. Any act or failure to prevent an act in violation of this Agreement may result in civil and/or criminal prosecution.
d. Programs or software developed and/or owned by entities other than Glynlyon and included with or incorporated into the Website (“Third Party Software”) is subject to and its use is governed by this Agreement. The use of Third Party Software except as for any purpose other than its intended use in conjunction with the Website is prohibited.
3. Hosting Policy.
a. Glynlyon may but is not obligated to provide database services to manage student records solely related to the use and application of the Website (“Hosting Services”).
b. Hosting Services provided by Glynlyon in connection with the purchase and use of the Website are included in any price paid for the Website and Glynlyon is not responsible nor will Glynlyon provide or offer any discounts or credits if you do not have adequate facilities or equipment to utilize the Hosting Services.
c. You agree to exercise the utmost vigilance and care in protecting all information to be transmitted via Glynlyon’s Hosting Services. Glynlyon is not responsible for any lost, stolen, or otherwise mismanaged data transmitted pursuant to this Agreement.
4. User Conduct. You represent, warrant, and agree that no materials of any kind submitted through your account or otherwise created, used, posted, transmitted, or shared by you or others through you on or through the Website will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity, or other personal or proprietary rights; or contain libelous, defamatory, or otherwise unlawful material. You further agree not to use the Website to:
a. Take any unlawful or unauthorized actions or in any way damage, disable, overburden, or impair the website or the intellectual property rights owned or licensed by Glynlyon as described elsewhere herein;
b. Upload, post, transmit, share, or otherwise make available any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
c. Interfere with or disrupt the website or servers or networks connected to the website, or disobey any requirements, procedures, policies, or regulations of networks connected to the website;
5. User Content. You are solely responsible for the profiles (including any name, image, or likeness), messages, notes, text, information, listings, and other content that you upload, publish, or display on or through the Website (“User Content”). Posting, transmitting, or sharing User Content through the Website that you did not create, that you do not have the rights to, or that you do not have permission to post is prohibited. You understand and agree that Glynlyon may, but is not obligated to, review and may delete or remove (without notice) any User Content in its sole discretion, for any reason or no reason, including User Content that in Glynlyon’s sole judgment violates this Agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of users or others. You are solely responsible at your sole cost and expense for creating backup copies and replacing any User Content you post or store on the Site or provide to Glynlyon. When you post User Content, you authorize and direct Glynlyon to make such copies thereof as Glynlyon deems necessary in order to facilitate the posting, storage, and use of the User Content. By posting User Content through any part of the Website, you automatically grant, and you represent and warrant that you have the right to grant, to Glynlyon an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part), and distribute such User Content for any purpose, commercial, advertising, or otherwise, on or in connection with the Website or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of the foregoing.
6. Customization Tool. Through your use of the Website, Glynlyon may provide you access to an application allowing for the creation, modification, and deletion of portions of the Website and its related curriculum (“Customization Tool”). Your use of the Customization Tool is wholly governed by this Agreement. You shall not use the Customization Tool to create any materials which infringe any proprietary rights of any party or defames, slanders, or libels any party, or any content that Glynlyon deems in its sole discretion to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically, or otherwise objectionable, or otherwise violates any law of the United States or the jurisdiction in which you reside. Glynlyon shall retain all right, title, and interest in and to all materials originally provided as part of the Website. You shall not own any right, title, or interest in or to any material created through the use of the Customization Tool nor may you rent, lease, sell, assign, transfer, re-license, sub-license, convey, gift, or otherwise dispose of any material created through the use of the Customization Tool. Glynlyon shall own all right, title, and interest in and to any material created through the use of the Customization Tool unless such materials defame, libel, slander, or infringe or otherwise violate the rights of any third party or are unauthorized in Glynlyon’s sole discretion. Glynlyon hereby disclaims for all purposes and in all circumstances any responsibility or liability for any materials created through the use of the Customization Tool.
7. Technical Support. Glynlyon may provide technical support to you only for your use of the Website. You must have uninterrupted Internet access in order to receive technical support. Under no circumstances is Glynlyon obligated to provide technical support for the following issues:
a. Network issues such as Internet Service Providers, spy ware, viruses, loss of communication on the network and similar issues.
b. Hardware issues such as switches, hubs, modems, routers, firewalls and similar items.
c. Infrastructure issues such as power, electrical, or other instances beyond Glynlyon 's reasonable control.
d. Issues not related to the use of the Website, as determined by Glynlyon in Glynlyon 's sole discretion.
C. Third Party Notices
The Website may incorporate or have been created with the use of and in conjunction with Third Party Software. This Third Party Software may only be used in conjunction with the Website and you may not use this Third Party Software for any other purpose or with any other product or service at any time or for any reason.
Glynlyon Contact Information
Attn: Legal Department
300 North McKemy Ave.
Chandler, AZ 85226
Odysseyware and its logo are registered trademarks of Glynlyon, Inc., a division of Glynlyon, Inc. All trademarks that appear in this product are the property of their respective owners. All rights reserved.
© 2017 Glynlyon, Inc.
All rights reserved.