Changes to the Terms
We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Repository thereafter. However, any changes to the dispute resolution provisions set forth in Governing Law and Jurisdiction sections will not apply to any disputes for which the parties have actual notice on or prior to the date the change is posted.
Your continued access to the Repository and ongoing Membership following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.
Accessing the Repository and Account Security
We reserve the right to withdraw or amend this Repository, and any tool, solution or material we provide on the Repository, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Repository is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Repository, or the entire Repository, to users, including registered users. Any links to external sites provided by the Institute are for convenience only and do not constitute an endorsement.
You are responsible for:
- Making all arrangements necessary for you to have access to the Repository.
- Ensuring that all persons who access the Repository through your internet connection are aware of these Terms and comply with them.
To access the Repository or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Repository that all the information you provide on the Repository is correct, current and complete. You agree that all information you provide to register with this Repository or otherwise is governed by these Terms, and you consent to all actions we take with respect to your information consistent with our Terms.
If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Repository or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.
Other Membership Benefits
In addition to access to the Repository, Members shall also receive additional benefits as set forth in individual Memorandums of Agreement (“MOA”) between the Institute and the Member. In the event of a conflict between these Terms and the terms contained in an MOA, the terms of the MOA shall control with regard to the subject matter contained herein.
By agreeing to these Terms, you acknowledge that technical assistance may be required to allow a Member to better access and use the Repository, and the Institute shall make reasonable efforts to provide such technical assistance via phone, email or some other form of electronic communication. In the event an employee or agent of the Institute must travel to a Member to provide such technical assistance, the travel costs and expenses shall be borne solely by the Member, and the Member shall reimburse the Institute for any out of pocket expenses its employee or agent incurred due to traveling to Member to provide technical assistance.
Cancellation and Termination
You are solely responsible for properly canceling your Membership. A phone request to cancel your Membership is not considered cancellation. You can cancel by providing 30 days prior written notice sent to email@example.com. If you cancel your Membership before the end of your current paid up Membership term, your cancellation will take effect immediately and your access to the Repository and other products and services will be immediately terminated, and you will not be refunded any fees already paid.
The Institute, in its sole discretion, has the right to suspend or terminate your Membership and refuse any and all current or future use of the Repository or other products and services, for any reason at any time. Such termination will result in the deactivation or deletion of your account and your access to the Repository, and the forfeiture and relinquishment of all content in your account. The Institute reserves the right to refuse service and access to anyone for any reason at any time.
In the event that the Institute takes action to suspend or terminate an account, we will make a reasonable effort to provide the affected account owner with a copy of their account contents upon request, unless the account was suspended or terminated due to unlawful conduct or conduct described in the Prohibited Uses section below.
Intellectual Property Rights
The Repository will contain a variety of materials that may be protected by one or more forms of Intellectual Property Protection such as trademark protection, service mark protection, copyright protection, trade secret protection and patent protection (the “IP Protected Materials). The IP Protected Materials may take the form of widgets, software programs, websites, systems, system integration tools, hardware, dashboards, instructional materials, diagrams, assessments, surveys, reports, integration framework, connectors, adapters, protocol bridges, service contracts, algorithms, data and databases, and any other works, materials and/or information that Members or the Institute use to populate the Repository.
Because of the way that the IP Protected Materials were created, the ultimate ownership of some of the IP Protected Materials is uncertain. However, as between the Institute and its Members, the Institute shall be deemed to have the right, vis-à-vis the Members to control the Intellectual Property rights associated with all of the IP Protected Materials created and stored in the Repository and the use of these IP Protected Materials, whether created by members or by the Institute.
Unless the parties agree otherwise, the Members’ rights to use the IP Protected Materials in the Repository are governed by the Educational Community License, Version 2.0 (ECL-2.0), and by signing this agreement; the Member agrees to be bound by its terms. However, the rights granted to members does not include the right to transfer to any third party more than twenty percent (20%) of the IP Protected Materials in the particular Member’s possession, for to do so would be unfair to the other fee paying Members.
For works that are contributed by Contributors (whether Members or not) to the Institute and/or the Repository, the rights of the Contributor and the Institute in the Contributed Works shall be governed by the most appropriate one of the Contributor License Agreement and Software Grant License Agreement. However, in no event shall the rights granted to the Institute be less that those granted by the ECL 2-0.
The Institute requires that all project contributors complete a Contributor License Agreement (“CLA”). The CLA clearly defines the terms under which intellectual property is being contributed, and affords The Institute greater latitude to provide comprehensive governance over the project. The Contributor License Agreement enables The Institute to update the licensing of its projects, when necessary or desirable, while maintaining the provenance of the code, and the rights of the Institute, as well as those of the contributors and adopters of this code.
The CLA also makes it possible for the Institute, at its corporate discretion, to defend the project, and/or its contributors and adopters, should the project become the subject of any claim or dispute, legal or otherwise.
In all cases, contributors retain full rights to use their original contributions for any other purpose, while providing the Institute and its projects and members with the right to distribute and extend their contributed work.
Individuals must have an Individual Contributor License Agreement (“ICLA”) on file with the Institute before any significant contributions will be accepted and before comment privileges will be granted on the Institute projects.
Organizations that have tasked employees to work on an Institute project should also complete a Corporate Contributor License Agreement (“CCLA”) so intellectual property that may have been assigned as part of an employment agreement can still be properly contributed. Individuals still need to submit an ICLA, even when their organization has completed a CCLA. Individuals are responsible for making sure that their organization has completed a CCLA if their contributions are owned by their employer.
When an individual or corporation donates existing software or documentation to an Institute project, they need to execute a formal Software Grant License Agreement (“SGLA”) with the Institute. Incubating projects with pre-existing codebases are required to execute an Institute SGLA prior to formal acceptance as a sponsored Institute project.
Contributor License Agreements may be submitted to the Institute by emailing scanned signed copies, by fax, or by postal mail.
The price of the Membership Fees is calculated on the assumption that a member will remain a member for at least five (5) years, so that the Institute can recoup the investment it has made in the materials contained in the Repository, without burdening the member with all of the associated recoupment expenses in one year, or upon becoming a member. In order to ensure that each Member pays a fair share for the use of the Repository and the IP Protected materials a Member who terminates their membership prior to the end of their fifth (5th) year of membership, shall pay a Termination Fee According to the following table.
|Number of Months between the Effective Date of Membership and the Termination Date||Termination Fee Expressed as a Percentage of Member’s Annual Membership Fee|
|Zero to 9||Two hundred fifty percent (250%)|
|10 to 18||Two hundred percent (200%)|
|19 to 27||One hundred fifty percent (150%)|
|28 to 36||One Hundred percent (100%)|
|37 to 45||Seventy-Five Percent (75%)|
|46 to 54||Fifty Percent (50%)|
|Greater than 54 months||Twenty-Five Percent (25%)|
Payment of the appropriate Termination Fee permits the terminating Member to continue to use those IP Protected Materials in their possession on the Termination Date, and otherwise exercise the rights provided in ECL-2.0 for such works. However, the payment of the Termination Fee shall not entitle the terminating Member to obtain any other IP Protected Materials from the Repository, or enjoy any of the other benefits that Members enjoy. The terminating Member shall have the right to pay the Termination Fee in up to twenty-four equal monthly installments. The Unpaid balance of the Termination Fee shall carry interest at the rate of ten percent (10% APR). Upon termination, the Institute shall have the right to terminate any hosting or other services that it is then performing for the Member.
The Institute reserves the right to audit Members’ use of the IP Protected Materials and other Repository Materials, and to revoke such license or sublicense as it deems appropriate if the Member is in breach of these Terms or the license. Members may contribute or give advice on the IP Protected Materials housed in the Repository, but such Members acknowledge and agree that such contribution and advice and any IP Protected Materials associated therewith shall become and remain under the control of the Institute vis-à-vis the Member, and shall be licensed to the Member in accordance with the Terms of this Agreement and the ECL 2.0.
The Institute reserves the legal right to apply for federal, state or international trademark, service mark protection, copyright protection and patent protection of all of the IP Protected Materials and all other materials in the Repository that the Institute creates as a sole or joint author or inventor. Ownership of materials created solely by a Member shall be and remain the sole property of the Member. Ownership of materials created solely by the Institute shall be and remain the sole property of the Institute. Works created by the joint efforts of the Institute and a Member, as Joint Authors or Joint Inventors shall be owned Jointly by the Institute and the Joint Author/Inventor Member. Members and the Institute agree to execute all necessary and appropriate documents (including declarations and assignments of rights to the appropriate party) and to take any further actions necessary to assist the Institute or Member (as appropriate) with such applications.
Except with respect to trademarks and service marks owned by the particular Member, the Member agrees to use any Trademark and Service Mark IP Protected Materials only in a manner which is descriptive of, and used fairly and in good faith only to describe the particular goods or services associated with the Trademark or Service Mark IP Protected Materials, as permitted by the fair use provisions of the Lanham Act.
If the Institute acts as a technical consultant to a Member and creates a custom IP Protected Material for that Member, then such custom IP Protected Material shall be owned exclusively by the Institute, and will be added to the IP Protected Materials in the Repository for availability to other Members and to the Institute for their use. Participation in the Membership is intended to generate ideas and solutions in an open but exclusive forum to contribute to the success and technological advancement of all Members. The Institute has the right, at its sole discretion to exclude any such custom IP Protected Material from inclusion in the Repository.
A Member may use the Repository and the tools, IP Protected Materials, and other materials provided therein only for lawful purposes and in accordance with these Terms. Each Member agrees not to use the Repository:
- In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
- For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
- To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation.
- To impersonate or attempt to impersonate the Institute, an Institute employee, another user or any other person or entity (including, without limitation, by using e-mail addresses associated with any of the foregoing).
- To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Repository, or which, as determined by us, may harm the Institute or users of the Repository or expose them to liability.
Additionally, each Member agrees not to:
- Use the Repository in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Repository, including their ability to engage in real time activities through the Repository.
- Use any robot, spider or other automatic device, process or means to access the Repository for any purpose, including monitoring or copying any of the material on the Repository.
- Use any manual process to monitor or copy any of the material on the Repository or for any other unauthorized purpose without our prior written consent.
- Use any device, software or routine that interferes with the proper working of the Repository.
- Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
- Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Repository, the server on which the Repository is stored, or any server, computer or database connected to the Repository.
- Attack the Repository via a denial-of-service attack or a distributed denial-of-service attack.
- Otherwise attempt to interfere with the proper working of the Repository.
Disclaimer of Warranties
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Repository will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR ACCESS AND USE OF THE REPOSITORY OR PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE REPOSITORY OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT OR YOUR ACCESS OR USE OF OTHER INSTITUTE PRODUCTS AND SERVICES.
YOUR ACCESS AND USE OF THE REPOSITORY OR PLATFORM, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE REPOSITORY OR PLATFORM IS AT YOUR OWN RISK. THE REPOSITORY OR PLATFORM, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE REPOSITORY OR PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. The Institute does not warrant that (i) the services, products and tools provided by the Institute or in the Repository will meet your specific requirements, (ii) the services and access to the Repository will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the services, products and tools will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through the Institute or through the Repository will meet your expectations, (v) the use of any of the Repository Materials will not infringe, or otherwise violate the intellectual property rights of any third party, and (vi) any errors will be corrected.
THE INSTITUTE HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Limitation on Liability
IN NO EVENT WILL THE INSTITUTE, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE THE REPOSITORY OR PLATFORM, ANY CONTENT ON THE REPOSITORY OR PLATFORM OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
To the extent allowed by law, You agree to defend, indemnify and hold harmless the Institute, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms, your use and access to products and services of the Institute during the term of your Membership or your use of the Repository, including, but not limited to any use of the Repository’s content, services and products other than as expressly authorized in these Terms or your use of any information obtained from the Repository.
Governing Law and Jurisdiction
All matters relating to the Repository, your Membership and these Terms and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction).
Any legal suit, action or proceeding arising out of, or related to, these Terms or the Repository shall be instituted exclusively in the federal courts of the United States or the courts of the State of Indiana in each case located in the City of Indianapolis and County of Marion. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
At Institute’s sole discretion, it may require You to submit any disputes arising from the use of these Terms or the Repository, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Delaware law.
Limitation on Time to File Claims
Waiver and Severability
No waiver by the Institute of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Institute to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.
If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.
You may not assign or otherwise transfer your rights or obligations under this Agreement. The Institute may assign its rights and/or delegate its obligations under this Agreement by posting notice of such assignment and/or delegation on the Institute’s web site at least thirty (30) days prior to the effective date thereof.
The Institute shall not be liable for any failure or delay in performance hereunder due to any cause beyond its reasonable control including, but not limited to, acts of God or public enemy, fire, explosion, accident, strikes, governmental actions, delay or failure of suppliers, or delay or failure of Institute systems or other difficulties with telecommunications networks.
The Terms and Membership Memorandum of Agreement (MOA) constitute the sole and entire agreement between you and the Institute with respect to the Repository and your Membership and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Repository and your Membership.
Your Comments and Concerns
All other feedback, comments, requests for technical support and other communications relating to the Repository or other Member products or services should be directed to: firstname.lastname@example.org.