Blackboard Building Blocks Download Agreement
NOTICE SPECIFIC TO SOFTWARE DOWNLOADS AVAILABLE ON THIS WEB SITE ACCESSIBLE TO ("You"):
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE DOWNLOADING ANY SOFTWARE PRODUCT(S) OVER THE WEB. BY DOWNLOADING ANY SOFTWARE PRODUCT, YOU EXPRESSLY AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS DOWNLOAD AGREEMENT. IF YOU DO NOT WISH TO BE BOUND BY THIS DOWNLOAD AGREEMENT, YOU MAY NOT DOWNLOAD ANY SOFTWARE PRODUCT OFF OF, OR FROM, THIS WEB SITE. BLACKBOARD MAY MODIFY THIS AGREEMENT AT ANY TIME, AND SUCH MODIFICATIONS SHALL BE EFFECTIVE IMMEDIATELY UPON POSTING OF THE MODIFIED AGREEMENT AT THIS WEB SITE. YOU AGREE TO REVIEW THE AGREEMENT PERIODICALLY TO BE AWARE OF SUCH MODIFICATIONS AND YOUR CONTINUED USE AND/OR DOWNLOADING OF SOFTWARE AVAILABLE TO YOU HEREUNDER SHALL INDICATE YOUR ACCEPTANCE OF THE MODIFIED AGREEMENT.
NO SOFTWARE PRODUCT MAY BE DOWNLOADED FROM THE WEB OR OTHERWISE EXPORTED OR RE-EXPORTED INTO (OR TO A NATIONAL OR RESIDENT OF) ANY COUNTRY TO WHICH THE US HAS EMBARGOED GOODS. BY USING ANY SOFTWARE PRODUCT DOWNLOADED FROM THIS WEB SITE, YOU REPRESENT AND WARRANT THAT YOU ARE NOT LOCATED IN, UNDER THE CONTROL OF, OR A NATIONAL OR RESIDENT OF ANY SUCH COUNTRY. ANY SOFTWARE PRODUCT WHICH CONTAINS CRYPTOGRAPHIC FUNCTIONS IS FURTHER SUBJECT TO SPECIAL EXPORT LICENSING REQUIREMENTS BY THE U.S. DEPARTMENT OF COMMERCE.
Content and Warranty Disclaimer
The information, software, products and services (the "Materials") contained on this Web site were provided by or to Blackboard by participants in the Building Blocks Program (collectively, the "Software Providers") and have not been authenticated or endorsed in whole or in part by Blackboard. Blackboard does not provide, sell, license, or lease any of the Materials other than those specifically identified as being provided by Blackboard. This Web site may be linked to other web sites which are not maintained by Blackboard. Blackboard is not responsible for the content of those sites. The inclusion of any link to such sites does not imply endorsement by Blackboard of those sites.
EXCEPT AS SET FORTH IN THE APPLICABLE END USER LICENSE WITH SUCH REPRESENTATIONS BINDING ONLY TO THE SOFTWARE PROVIDER AND NOT TO BLACKBOARD, THE MATERIALS ON THE WEB SITE ARE PROVIDED "AS IS". BLACKBOARD MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE QUALITY OR SUITABILITY OF THE MATERIALS, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. BLACKBOARD MAKES NO WARRANTIES, GUARANTEES OR REPRESENTATIONS AS TO THE TRUTH, ACCURACY OR COMPLETENESS OF ANY OF THE MATERIALS CONTAINED ON THIS WEB SITE. ANY QUESTIONS REGARDING THE MATERIALS SHOULD BE DIRECTED TO THE SOFTWARE PROVIDERS OF THE RESPECTIVE MATERIALS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT WILL BLACKBOARD BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL OR DIRECT DAMAGES SUFFERED IN THE COURSE OF DOWNLOADING OR USING THE SOFTWARE.
Software License Disclaimer
Any Materials that are made available to download from the Web site are the copyrighted work of the Software Providers. Use of the Materials are governed by the terms of the end user license agreement, if any, which accompanies or is included with the Materials. This Download Agreement does not grant you a license to use the Software. Except as set forth in the applicable end user license, any use, further copying, reproduction or redistribution of the Materials is expressly prohibited. Nothing on this Website shall be construed as conferring any license under any of the Software Provider's intellectual property rights, whether by estoppel, implication, or otherwise. You acknowledge sole responsibility for obtaining any such license. In the event that you do not agree with the terms of the end user license agreement, then: (i) for Software with an end user license agreement embedded in the Software, you must immediately delete all copies (whole and partial) of the Software from your computer system and back-up system(s); and (ii) for Software with its end user license agreement provided to you on-line electronically, refrain from downloading the Software.
Any use, reproduction, or distribution of the Software not in accordance with the end user license agreement is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. You agree to indemnify, defend and hold Blackboard (its affiliates companies and suppliers) harmless from any demand, claim, or loss arising out of your material BReach of this Download Agreement.
Requests for Information
You agree that all information you provide to Blackboard or to the Software Providers will be accurate and complete.
Local Laws; Export Control
Blackboard controls and operates this Web site from various locations in the United States. Blackboard makes no representation that the Materials are appropriate or available for use in other locations. If you use this Web site from other locations, you are responsible for compliance with applicable local laws, including but not limited to the export and import regulations of other countries.
All commodities, technology, and software are exported from the United States in accordance with the Export Administration Regulations. Diversion of such commodities, technology, and software contrary to U.S. law is prohibited. You agree and certify that none of the commodities, technology, or software, nor any direct product therefrom, are being or will be acquired for, shipped, transferred, or reexported, directly or indirectly, to proscribed or embargoed countries or their nationals, nor will be used for purposes prohibited by U.S. export laws. Proscribed countries are set forth in the Export Administration Regulations. Countries currently subject to U.S. embargo are: Afghanistan, Burma (Myanmar), Cuba, Iran, Iraq, Libya, North Korea, Serbia and Montenegro (Yugoslavia), Syria, and the Sudan. This list is subject to change and you must comply with the list as it exists in fact. You certify that you are not on the U.S. Department of Commerce's Denied Persons List nor on the U.S. Department of Treasury's Specially Designated Nationals List. You agree to comply strictly with all U.S. export laws and assume sole responsibility to obtain licenses to export, reexport, or import as may be required.
Miscellaneous
Severability. Should any term or provision of this Agreement be finally determined by a court of competent jurisdiction to be void, invalid, unenforceable or contrary to law or equity, the offending term or provision shall be modified and limited (or if strictly necessary, deleted) only to the extent required to conform to the requirements of law and the remainder of this Agreement (or, as the case may be, the application of such provisions to other circumstances) shall not be affected thereby but rather shall be enforced to the greatest extent permitted by law, and the parties shall use their best efforts to substitute for the offending provision new terms having similar economic effect.
Governing Law. This Agreement shall for all purposes be governed by and interpreted in accordance with the laws of the Commonwealth of Virginia without reference to its conflicts of law provisions. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be commenced in a federal court in the Commonwealth of Virginia or in a local court of the Commonwealth of Virginia, and each party hereto irrevocably submits to the non-exclusive jurisdiction and venue of any such court in any such suit, action or proceeding. You hereby acknowledge and agree that the U.N. Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
Modification and Waiver. Any modification, amendment, supplement, or other change to this Agreement attached hereto must be in writing and signed by a duly authorized representative of Blackboard and You. All waivers must be in writing. The failure of either party to insist upon strict performance of any provision of this Agreement, or to exercise any right provided for herein, shall not be deemed to be a waiver of the future of such provision or right, and no waiver of any provision or right shall affect the right of the waiving party to enforce any other provision or right herein.
Assignment. No right or obligation of Yours under this Agreement may be assigned, delegated or otherwise transferred, whether by agreement, operation of law or otherwise, without the express prior written consent of Blackboard, and any attempt to assign, delegate or otherwise transfer any of Your rights or obligations hereunder, without such consent, shall be void. Subject to the preceding sentence, this Agreement shall bind each party and its permitted successors and assigns.
Entire Agreement. This Agreement constitutes the entire, full and complete Agreement between the parties concerning the subject matter hereof, and they collectively supersede all prior or contemporaneous oral or written communications, proposals, conditions, representations and warranties, and prevails over any conflicting or additional terms of any quote, order, acknowledgment, or other communication between the parties relating to its subject matter.
Relationship. Blackboard and You are independent contracting parties. This Agreement shall not constitute the parties as principal and agent, partners, joint venturers, or employer and employee.
Termination. Violation of this Agreement by You may result in the immediate termination of Your rights to download Software from this web site. In addition, this Agreement and Your right to download Software to this web site may be terminated at any time for any reason without notice by Blackboard.
Language. The original of this Agreement is written in English. You hereby waive any claim or right to have this Agreement translated into any language other than English.
Validity of Electronic Communications.
All electronic communications made by You using certain numbers, codes, marks, signs, public keys or other means of establishing your identity which are acceptable to Blackboard or the Software Provider will be deemed to be valid and authentic. You intend and agree that those electronic communications will be given the same legal effect as written and signed paper communications. You agree that electronic copies of communications are valid and you will not contest the validity of the originals or copies, absent proof of altered data or tampering which has not been authorized by you.
You have read and understand this Download Agreement and expressly agree with, accept, and consent to, the terms and conditions of this Download Agreement. Furthermore, You hereby waive any claim or right that I may have to assert that my electronic acceptance herewith is not the equivalent of, or deemed as, a valid signature to this Download Agreement.