CLSONLINE End-User Terms of Service Agreement and Disclaimer

Critical Languages Program Web Delivered Content
Terms of Service Agreement and Disclaimer

1 The following provisions govern the use of the Critical Languages Series (CLS) Web Delivered Content by subscribing members (herein “Subscribers”), and shall be agreed to by all Subscribers as a condition of service. This service is provided by the University of Arizona Critical Languages Program (CLP) and the University of Arizona Press (UAPRESS). CLP and UAPRESS operate under the auspices of The Arizona Board of Regents (ABOR) on behalf of The University of Arizona (UA). Subscribers to this series agree to the following:

Copyright and Trademarks

2 The entire contents and design of CLP curriculum and Web site are protected under U.S. and international copyrights. All rights not expressly licensed hereunder are reserved by ABOR, on behalf of UA. The material provided by CLP is licensed solely for the subscriber’s individual, noncommercial, educational use. Without limitation of the foregoing, Subscribers shall not modify, copy, distribute, transmit, display, or publish any materials provided to the Subscriber or contained on CLP site without the prior written permission of ABOR, on behalf of UA.

3 Because CLP shares personal and professional information on the Web site, and the fact that some of the content on the Web site is proprietary in nature, access to the Web site is restricted to Subscribers. Subscribers shall not share their password with any other person. In addition to all other rights and remedies, which are hereby expressly reserved, CLP reserves the right to terminate service to non-compliant Subscribers.

4 Logos, trademarks, service marks and other identifiers of The University of Arizona are the exclusive property of ABOR and may not be used without the written permission of ABOR on behalf of UA.

Content

5 ALL CLS MATERIALS PROVIDED THROUGH CLP UNDER THIS TERMS OF SERVICE AGREEMENT AND DISCLAIMER ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

6 ABOR, ON BEHALF OF UA DOES NOT ASSUME ANY LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION, AND SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE MATERIAL PROVIDED.

Web Site Use

7 Every reasonable effort is made to provide continuous access to the site; however, unexpected interruptions in service may occur, and Subscribers may at times experience down time with Internet connectivity. ABOR, on behalf of UA shall not be responsible for any claims, costs, damages, liability or expense directly or indirectly related to such occurrences, including but not limited to claims related to this down time.

8 CLS may contain links to web sites operated by other parties. Such links do not imply CLP endorsement of material on any other site and CLP disclaims all responsibility with regard to your access of such linked web sites.

Subscriber’s Privacy

9 Subscriber’s privacy is an important concern to CLP as well as to the Internet at-large. Here's how CLP supports privacy and use data.

10 Except as required by law, regulation or court order, CLP does NOT:

• Provide or release names or e-mail addresses of Subscribers to any third party except with the Subscriber’s explicit permission.
• Use cookies or any other technology to track or report on Subscriber’s activity when they are not on CLP Web site, nor pass data to other Web sites.

11 CLP uses Subscriber’s data to provide access to the material that has been licensed, and to verify that the Subscriber using the service is a valid user.

Indemnification

12 Subscribers shall hold harmless and indemnify The University of Arizona, Arizona Board of Regents and State of Arizona and their employees, officers and agents, and the contributors of CLP content against any costs, claims, liability and expense including reasonable attorney's fees, that arise as a result of subscriber’s breach or alleged breach of subscriber’s obligations under this Agreement.

Governing Law; Jurisdiction; Statute of Limitations

13 This Agreement shall be governed by the laws of the State of Arizona applicable to agreements wholly made and performed in Arizona without regard to its conflict of laws or principles. Exclusive jurisdiction with respect to any claim, legal action, suit or proceeding arising out of or relating to this agreement shall reside with the State and federal courts of competent jurisdiction in Pima County, Arizona, and Subscribers hereby consent and submit to personal jurisdiction of such courts, waive any objection to venue in such court and consent to service of process by overnight courier or express mail at Subscriber's last known address.

Miscellaneous

14 Non Discrimination. The parties agree to be bound by all applicable state and federal laws and regulations governing equal employment opportunity and non-discrimination.

15 Dispute Resolution. In the event of any dispute arising in connection with the services provided hereunder, Subscribers will give CLP written notice specifying the harm, and 30 days to cure the harm after providing such notice before seeking legal recourse. In the event of a dispute hereunder that involves the sum of Fifty Thousand Dollars ($50,000) or less, in money damages only, exclusive of interest, costs and attorneys’ fees, if such dispute has not been remedied within such thirty-day period, the parties will submit the matter to binding arbitration in Pima County, Arizona pursuant to the Arizona Arbitration Act, ARS 12-1501, et seq., (the “Act”), whose rules shall govern the interpretation, enforcement and proceedings pursuant to this paragraph. Except as otherwise provided in the Act, the decision of the arbitrator(s) shall be final and binding upon the parties.

16 State Funding. The parties recognize that performance hereunder by UA may be dependent upon the appropriation of funds by the State Legislature of Arizona. Should the State legislature fail to appropriate the necessary funds, ABOR may cancel this Agreement without further duty or obligation.

17 Conflict of Interest. Notice is hereby provided of the provisions ARS § 38-511.