The Company Products enable students, parents, schools and Subscribing Entities (collectively, “Users”) to connect with industry professionals (the “Experts”) who provide live presentations on topics chosen by the schools using various tools in our online platform (the “Sessions”). The Services include, without limitation, facilitating and hosting sessions, and taking questions and feedback from Users.
Please read this Agreement carefully before accessing or using the Website. By accessing or using any part of the web site, you agree to become bound by the terms and conditions of this agreement. If you do not agree to all the terms and conditions of this agreement, then you may not access the Website or use any services. If these terms and conditions are considered an offer by Nepris, acceptance is expressly limited to these terms. The Website is available only to adults who are 18 years of age or older.
- Your Nepris Account and Site. If you create an account on the Website, you are responsible for maintaining the security of your account and its content, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with the Website. You must not describe or assign content to your account in a misleading or unlawful manner, including in a manner intended to trade on the name or reputation of others, and Nepris may change or remove any description or keyword that it considers inappropriate or unlawful, or otherwise likely to cause Nepris liability. You must immediately notify Nepris of any unauthorized uses of your account or any other breaches of security. Nepris will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions.
Responsibility of Contributors. If you operate an account, deliver sessions to users, respond to users questions, comment on a session, post material to the Website, post links on the Website, or otherwise make (or allow any third party to make) material available by means of the Website (any such material, Content), You are entirely responsible for the content of, and any harm resulting from, that Content. That is the case regardless of whether the Content in question constitutes text, graphics or video. By delivering live sessions through the site and by making Content available, you represent and warrant that:
- the downloading, copying and use of the Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;
- if your employer has rights to intellectual property you create, you have either (i) received permission from your employer to post or make available the Content, including but not limited to any software, or (ii) secured from your employer a waiver as to all rights in or to the Content;
- you have fully complied with any third-party licenses relating to the Content, and have done all things necessary to successfully pass through to end users any required terms;
- the Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content;
- the Content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);
- the Content is not obscene, libelous or defamatory, hateful or racially or ethnically objectionable, and does not violate the privacy or publicity rights of any third party;
- your account is not getting advertised via unwanted electronic messages such as spam links on newsgroups, email lists, other blogs and web sites, and similar unsolicited promotional methods;
- your account is not named in a manner that misleads your readers into thinking that you are another person or company. For example, your account’s URL or name is not the name of a person other than yourself or company other than your own; and
you have, in the case of Content that includes computer code, accurately categorized and/or described the type, nature, uses and effects of the materials, whether requested to do so by Nepris or otherwise.
- you will not disclose any information to a user that could be considered personally identifiable information including, but not limited to, your address, telephone number, email address, Social Security number, password or any other information that could be used to identify or locate you; and
- you will not solicit personal information from any user and agree that if any user ever discloses such information to you or asks you for any personal information, you agree to immediately report this to us via email@example.com
- Nepris reserves the right to remove or edit any images, documents, related video recordings (or content created on Nepris, e.g. comments, messages, avatars, etc.) for any reason whatsoever. Removal may result from (but not limited to)posting inappropriate content such as offensive, racist, hateful, sexist, sex-related, false, misleading, infringing, defamatory or libelous content;
- Nepris reserves the right to record all presentations scheduled and delivered via Nepris platform and its affiliates services and tools. Such recorded information will become part of the website “Content” that is accessible to users of Nepris website and subject to the same terms and conditions thereafter.
- Nepris reserves the right to ban any member or website from using the service for any reason
- By uploading your content (screen shots, videos, handouts, slides etc..) to Nepris you give Nepris permission to own, use or distribute the content on Nepris.com or affiliated sites.
- All recorded sessions of your presentations, communications and other related content provided by you for the purpose of meeting the needs of the Nepris users will be considered non-confidential and subject to the licensing terms specified below in the “Content Licensing” section below.
- If you delete Content, Nepris will use reasonable efforts to remove it from the Website, but you acknowledge that caching or references to the Content may not be made immediately unavailable.
- Without limiting any of those representations or warranties, Nepris has the right (though not the obligation) to, in Nepris’s sole discretion (i) refuse or remove any content that, in Nepris’s reasonable opinion, violates any Nepris policy or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of the Website to any individual or entity for any reason, in Nepris’s sole discretion. Nepris will have no obligation to provide a refund of any amounts previously paid.
- Content Licensing: Any recordings, materials, information, communications or ideas that you provided, communicate or otherwise transmit or post to us on or through Company Products (the "Delivered Content") will be treated as non-confidential and subject to the license below, and may be reproduced, distributed, publicly performed, publicly distributed, communicated to the public, and otherwise used and exploited by us for any purpose related to the delivery, marketing, promoting, demonstrating or operating the Company Products, including, but not limited to, for quality control, redistribution or display to Users, and professional development. Notwithstanding the foregoing, you have the right to remove all or any portion of your Delivered Content from the Services at any time, with such removal terminating the grant of rights to Nepris below with respect to such Delivered Content within 60 business days of receiving termination request, but such removal shall not terminate the grant of rights given to any Users who originally requested for the content in question and to whom the expert has already shared such content. You agree that we may record all or any part of any presentations (including video and audio communications) for reuse, redistribution, delivering, marketing, promoting, demonstrating or operating the Company Products. We reserve the right to review and edit the Sessions for any purpose.
- License of Delivered Content to Nepris While you retain any and all rights in any Delivered Content you make available through the Company Products, we need certain rights to the Delivered Content in order to offer the Services. By uploading or otherwise making available any Delivered Content, you hereby grant to Nepris, solely for the purposes of offering, delivering, marketing, promoting, demonstrating, and distributing your Delivered Content (either directly or through third party distributors), and to operate the Services, but not for any other purposes, a non-exclusive, world-wide, transferable license to publicly display, publicly perform, distribute, store, transcode, syndicate, broadcast, communicate to the public, reproduce, edit, modify, create derivative works, and otherwise use and exploit your Delivered Content (or any portion or derivative works thereof) through any and all distribution outlets or channels, whether now known or hereafter created. This license enables us to provide the Services and provide access to the Delivered Content and is not intended to otherwise limit your rights to the Content. You hereby retain any and all rights that you have in and to your Delivered Content; provided, however, that you may not directly license a User who acquires or accesses your Delivered Content through the Services.
- Right to Sublicense Submitted Content to Third Party Publishers and Distributors. The license grant to Nepris set forth above includes the right to distribute your Delivered Content through multiple tiers of sublicensees and for such sublicensees to have all rights necessary for them to offer, deliver, market, promote, demonstrate, and reuse your Delivered Content to Users, but does not include the right to edit your Delivered Content.
- License to Users. Nepris hereby grants you (as a User) a limited, revocable , non-exclusive, non-transferable license to access and use Delivered Content and Company Content, for which you have paid all required fees, on your personal devices (e.g., personal computers and mobile devices), solely for your personal, non-commercial, educational purposes and not for any other purposes. All other uses are expressly prohibited absent our express written consent. For the avoidance of doubt, you may not reproduce, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, license, or otherwise transfer or use any Delivered Content or Company Content unless we give you explicit permission to do so. Delivered Content and Company Content is licensed, and not sold, to you. Experts may not grant you license rights to Delivered Content you access or acquire through the Services and any such direct license shall be null and void and a violation of these Terms.
- Responsibility of Website Users. Nepris will make reasonable efforts to review all material posted to website but it may not be possible at all times to do so, and cannot therefore be responsible for the materials content, use or effects. By operating the Website, Nepris makes every effort to source the right experts but does not represent or imply that it endorses the material there posted, or that it believes such material to be accurate, useful or non-harmful. You will not reproduce, distribute, download or create derivative works from or otherwise use and exploit any Submitted Content or other content obtained from any Company Products without our express written permission of such Submitted Content, excluding only reproductions made for your personal, non-commercial use or for a reproduction and distribution back to the classroom to reuse and reiterate the presentation as part of the classroom learning.You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. The Website may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors. The Website may also contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated. Nepris disclaims any responsibility for any harm resulting from the use by visitors of the Website, or from any downloading by those visitors of content there posted.
- Content Posted on Other Websites. We have not reviewed, and cannot review, all of the material, including computer software, made available through the websites and webpages to which Nepris links, and that link to Nepris. Nepris does not have any control over those non-Nepris websites and webpages, and is not responsible for their contents or their use. By linking to a non-Nepris website or webpage, Nepris does not represent or imply that it endorses such website or webpage. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. Nepris disclaims any responsibility for any harm resulting from your use of non-Nepris websites and webpages.
Copyright Infringement & DMCA. Nepris has adopted the following policy toward copyright infringement on the Service in accordance with the Digital Millennium Copyright Act (a copy of which is located at http://www.loc.gov/copyright/legislation/dmca.pdf, the “DMCA”). The address of Nepris’ Designated Agent for copyright takedown notices (“Designated Agent”) is: Nepris Inc. The Lab, 1800 Preston Park Blvd, Suite 220, Plano, TX 75093. Email: Nepris@nepris.com If you believe that Content residing or accessible on or through the Service infringes a copyright, you may send a notice of copyright infringement containing the following information to the Designated Agent at the address above:
- Identification of the work or material being infringed.
- Identification of the material that is claimed to be infringing, including its location, with sufficient detail so that Nepris is capable of finding it and verifying its existence.
- Contact information for the notifying party (the “Notifying Party”), including name, address, telephone number and email address.
- A statement that the Notifying Party has a good faith belief that the material is not authorized by the copyright owner, its agent or law.
- A statement made under penalty of perjury that the information provided in the notice is accurate and that the Notifying Party is authorized to make the complaint on behalf of the copyright owner.
- A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed.
Nepris will respond to valid DMCA requests within 10 days. In all cases, if you do not hear a response from us within 10 days of submitting a complaint, please email us again at Nepris@nepris.com confirm that we received your original complaint. As you may know, spam blockers sometimes reject important emails from unknown parties.
Please note that under applicable law any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability for damages.
In an effort to be transparent in removing or restricting access to user-uploaded content, Nepris may make public any DMCA notice received (with personal contact information removed). This may include posting the notice to a public-facing website, among other methods.
After removing access to the material pursuant to a valid DMCA notice, Nepris will immediately notify the user responsible for the allegedly infringing material that it has removed or disabled access to the material.
Nepris reserves the right, in its sole discretion, to immediately terminate the account of any member/company/School who is the subject of repeated DMCA notifications.
If you believe you are the wrongful subject of a DMCA notification, you may file a counter-notification with Nepris by providing the following information to the Designated Agent at the address above:
- The specific URLs of material that Nepris has removed or to which Nepris has disabled access.
- Your name, address, telephone number, and email address.
- A statement that you consent to the jurisdiction of Federal District Court for the judicial district in which your address is located (or the federal district courts located in Delaware if your address is outside of the United States), and that you will accept service of process from the person who provided the original DMCA notification or an agent of such person.
- The following statement: “I swear, under penalty of perjury, that I have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.”
- Your signature.
Upon receipt of a valid counter-notification, Nepris will forward it to Notifying Party who submitted the original DMCA notification. The original Notifying Party (or the copyright holder he or she represents) will then have ten (10) days to notify us that he or she has filed legal action relating to the allegedly infringing material. If Nepris does not receive any such notification within ten (10) days, we may restore the material to the Services.
- Intellectual Property. This Agreement does not transfer from Nepris to you any Nepris or third party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with Nepris, the Nepris logo, and all other trademarks, service marks, graphics and logos used in connection with Nepris, or the Website are trademarks or registered trademarks of Nepris or Nepris’ licensors. Other trademarks, service marks, graphics and logos used in connection with the Website may be the trademarks of other third parties. Your use of the Website grants you no right or license to reproduce or otherwise use any Nepris or third-party trademarks.
- Changes. Nepris reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to the Website following the posting of any changes to this Agreement constitutes acceptance of those changes. Nepris may also, in the future, offer new services and/or features through the Website (including, the release of new features, tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.
- Termination. Nepris may terminate your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate this Agreement or your Nepris account (if you have one), you may simply discontinue using the Website. Notwithstanding the foregoing, if you have a school district or company account, such account can only be terminated by Nepris if you materially breach this Agreement and fail to cure such breach within thirty (30) days from Nepris’ notice to you thereof; provided that, Nepris may terminate the Website immediately as part of a general shutdown of our service. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
- Disclaimer of Warranties. The Website is provided “as is”. Nepris and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither Nepris nor its suppliers and licensors, makes any warranty that the Website will be error free or that access thereto will be continuous or uninterrupted. You understand that you download from, or otherwise obtain content or services through, the Website at your own discretion and risk. You represent and warrant that any content that you provide or upload onto the Website is solely owned by you and that you have all rights to it and there is no intellectual property or other claim that is reasonably foreseeable based upon your use of the content on our Website, including, but not limited to, its copying, distribution, or reproduction.
- Limitation of Liability. In no event will Nepris, or its suppliers or licensors, be liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement or substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you to Nepris under this agreement during the twelve (12) month period prior to the cause of action. Nepris shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.
- Indemnification. You agree to indemnify and hold harmless Nepris, its contractors, and its licensors, and its respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of or related to your use of the Website, including but not limited to out of your violation this Agreement or content uploaded onto the Website.
- Miscellaneous. This Agreement constitutes the entire agreement between Nepris and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of Nepris, or by the posting by Nepris of a revised version. Except to the extent applicable law, if any, provides otherwise, this Agreement, any access to or use of the Website or any claim or controversy involving your use of our website or the terms of this Terms of Service will be governed by the laws of the state of Texas and any dispute shall be exclusively filed in the federal or state courts in either Austin or Dallas, Texas.
Updated September 01, 2014 by Nepris, Inc.
This Terms of Service was initially drafted from a wordpress.com version, which is available under a Creative Commons Sharealike license.