PLEASE READ THESE TERMS OF SERVICE (THESE “TERMS”) CAREFULLY. THESE
TERMS GOVERN YOUR ACCESS TO AND USE OF THE SERVICES AND RESOURCES
AVAILABLE ON VERSANT VOYAGER® (EACH A “SERVICE” AND COLLECTIVELY,
THE “SERVICES”) PROVIDED BY VERSANT HOLDINGS, LLC (“VERSANT®” or
“WE”).
THE TERM “YOU” REFERS TO ANY INDIVIDUAL USING THE SERVICES ON HIS OR HER OWN BEHALF OR,
IF ANY INDIVIDUAL IS USING THE SERVICES ON BEHALF OF AN ENTITY (E.G., AN EMPLOYER),
TO THE APPLICABLE ENTITY. VERSANT AND YOU ARE SOMETIMES REFERRED TO HEREIN, INDIVIDUALLY,
AS A “PARTY” AND, COLLECTIVELY, THE “PARTIES”. THESE TERMS ARE EFFECTIVE AS OF THE DATE
ON WHICH YOU FIRST ACCESS OR USE ANY SERVICE OR CLICK ON THE “I ACCEPT” BUTTON (THE “EFFECTIVE DATE”).
IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.
By accessing Versant Voyager or using any Service or clicking on the “I ACCEPT” button,
you represent that (1) you have read and agree to be bound by these Terms, (2) you are of legal
age to form a binding contract with Versant, and (3) you have the authority to enter into these
Terms personally or on behalf of the entity that you are using the service (e.g., your employer).
YOU ACKNOWLEDGE AND AGREE THAT YOU MUST FOLLOW THE ENTITY’S ON WHOSE BEHALF YOU ARE USING THE
SERVICES (E.G.; YOUR EMPLOYER’S) POLICIES AND PROCEDURES WITH RESPECT TO THE USE AND DISCLOSURE
OF PROTECTED HEALTH INFORMATION, AS SUCH TERM IS DEFINED BY THE HEALTH INSURANCE PORTABILITY AND
ACCOUNTABILITY ACT AND THE REGULATIONS ENACTED THEREUNDER (“HIPAA”). THE SERVICES ARE NOT INTENDED
TO BE USED IN CONJUNCTION WITH PROTECTED HEALTH INFORMATION. YOU ARE SOLELY AND EXCLUSIVELY RESPONSIBLE
FOR ANY VIOLATION OF THE POLICIES AND PROCEDURES OF THE ENTITY ON WHOSE BEHALF YOU ARE USING THE SERVICES
(E.G.; YOUR EMPLOYER) OR ANY VIOLATION OF HIPAA THAT OCCURS AS A RESULT OF YOU USING THE SERVICES.
You understand that if you add any additional material to Versant Voyager for use in teaching,
it is your responsibility to secure permission from the copyright owner(s) to use such materials.
You agree to adhere to the guidelines provided by Versant from time to time in connection with any material you add.
You understand that your failure to comply with this may result in one or more third parties suing you and/or your employer for copyright infringement.
The communications between you and Versant use electronic means, whether you access any Service or send Versant e-mails,
or whether Versant posts notices on Versant Materials or communicates with you via e-mail. For contractual purposes and
you (1) consent to receive communications from Versant in an electronic form; and (2) agree that all terms and conditions,
agreements, notices, disclosures, and other communications that Versant provides to you electronically satisfy any legal
requirement that such communications would satisfy if it were to be in writing.
PLEASE NOTE THAT THESE TERMS ARE SUBJECT TO CHANGE BY VERSANT IN ITS SOLE DISCRETION AT ANY TIME.
When changes are made, Versant will make a new copy of these Terms available within, or through,
the affected Service or through any other method that is appropriate. If Versant makes any material
changes, and you have registered with Versant to create an Account (as defined in Section 2.1 below)
Versant will also send an e-mail to you at the last e-mail address you provided to Versant.
Any changes to these Terms will be effective immediately, and Versant may require you to provide consent
to the updated Terms in a specified manner before further use of any Service is permitted.
If you do not agree to any change(s) after receiving a notice of such change(s), you must stop using the Services.
Otherwise, your continued use of any Service constitutes your acceptance of such change(s).
PLEASE REGULARLY CHECK THE SERVICE TO VIEW THE THEN-CURRENT TERMS.
1. Use of the Services and Versant Materials
1.1. Access Grant
Subject to the terms and conditions set forth in these Terms, Versant hereby grants you a non-exclusive,
non-transferable right to access the Service to which you have been provided Access Credentials
(as defined in Section 2.3 below) for use of the applicable Service and the technical manuals, instructions,
user information, training materials, and other documentation that accompany the Service solely for use in the
ordinary course of your performance of your duties. All rights, title and interest to Versant Voyager,
the Services, the software and technology underlying the Services, and any other materials or documentation
provided by Versant (collectively, “Versant Materials”) are expressly reserved and retained by Versant or its licensors,
including any program or other application that is designed to integrate and be used with the Services,
whether or not developed independently by Versant, and all improvements, modifications and intellectual property rights
therein. You will not (i) transfer, assign, export, or sublicense the Versant Materials except as specifically set forth herein,
or its license rights thereto, to any other person, organization or entity, including through rental, timesharing,
service bureau, subscription, hosting, or outsourcing the Versant Materials (whether or not such sublicense,
hosting or outsourcing is by you or for you or your employer, as applicable); (ii) attempt to create any derivative version thereof;
(iii) remove or modify any marking or notice on or displayed through the Versant Materials, including those related to Versant’s
or its licensors’ proprietary rights in and to any of the Versant Materials; or (iv) de-compile, decrypt, reverse engineer,
disassemble, or otherwise reduce any software to human-readable form. Without limiting the foregoing, you may not sublicense,
outsource or otherwise grant access to the Versant Materials to any third party vendor without Versant’s prior written consent.
You agree that you will not disclose your password to anyone else, or permit anyone to log on to the Services using your password.
You agree that you will not use or make copies of the Versant Materials except for your own personal use in the performance of your
professional duties, or for use in teaching classes which are part of the Services as offered pursuant to an agreement with Versant.
You agree that you will not attempt to duplicate elements of Versant Materials or the Service for the benefit of any other person or entity,
except professional participants from those entities who have a contractual right to use the Service, and only for so long as that person or
entity continues to have the right to use the Service.
You agree that, in addition to any other remedies we may have, we may terminate your access to the Versant Materials at any time should we
believe you have violated any of these Terms. If we terminate your access, you agree to destroy all of the Versant Materials you have downloaded
or printed.
1.2.Applicable Policies
In addition to the terms of these Terms, you acknowledge the terms of Versant’s then-current policies relating to the Services, including, without limitation, the Versant Privacy Policy.
1.3. Reservation of Rights
Versant reserves the right to withdraw or amend the Services and Versant Materials provided on Versant Voyager, in Versant’s sole discretion without notice.
Versant will not be liable if for any reason all or any part of Versant Voyager is unavailable at any time or for any period. From time to time,
Versant may restrict access to all or some parts of Versant Voyager, to users, including registered users.
2. Registration
2.1. Registering Your Account
In order to access any Service, you may be required to become a Registered User. For purposes of the Agreement, a “Registered User”
is a user who has registered an account through a particular Service “Account”).
2.2. Registration Data
In registering an account through a Service, you agree to (a) provide true, accurate, current and complete information about yourself
as prompted by the registration form (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true,
accurate, current and complete. You represent that you are (1) at least thirteen (13) years old; (2) of legal age to form a binding contract;
and (3) not a person barred from using Versant Materials under the laws of the United States, your place of residence or any other applicable
jurisdiction. If you provide any information that is untrue, inaccurate, not current or incomplete, or Versant has reasonable grounds to suspect
that such information is untrue, inaccurate, not current or incomplete, Versant has the right to suspend or terminate your Account and refuse
any and all current or future use of Versant Materials (or any portion thereof). You agree not to create an Account using a false identity or
information, or on behalf of someone other than yourself. You agree that you will not have more than one Account at any given time. Versant
reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party
that a username violates the third party’s rights. You agree not to create an Account or use Versant Materials if you have been previously removed
by Versant, or if you have been previously banned from any of Versant Materials.
2.3. Access Credentials
You may not share your Account or password (collectively, your “Access Credentials”) with anyone, and you agree to (i) notify Versant immediately
of any unauthorized use of your Access Credentials or any other breach of security; and (ii) exit from your Account at the end of each session.
You are responsible for all activities that occur under your Access Credentials. You agree that you will monitor your Account to restrict use by minors,
and you will accept full responsibility for any unauthorized use of Versant Materials by minors.
2.4. Your Account
Notwithstanding anything to the contrary herein, you acknowledge and agree that you will have no ownership or other property interest in your Account,
and you further acknowledge and agree that all rights in and to your Account are and will forever be owned by and inure to the benefit of Versant.
2.5. Necessary Equipment and Software
You must provide all equipment and software necessary to connect to Versant Materials. You are solely responsible for any fees,
including Internet connection or mobile fees, that you incur when accessing Versant Materials.
3. User Content
The Services may enable you to provide, upload, link to, transmit, display, store, process and otherwise use text, files, images, graphics,
illustrations, information, data (including Personal Data as that term is defined in applicable laws), audio, video, photographs and other
content and material in any format (collectively, “User Content”). You acknowledge that Versant has no obligation to pre-screen User Content,
although Versant reserves the right in its sole discretion to pre-screen, refuse or remove any User Content. By entering into these Terms,
you hereby provide your irrevocable consent to such monitoring. You will have the sole responsibility for the accuracy, quality, integrity,
legality, reliability, appropriateness and ownership of all of User Content. You acknowledge and agree that you must properly enter data,
information and other User Content and configure settings within the applicable Service(s) in order for such Service(s) to operate properly.
You will verify the accuracy of any of the User Content, forms, workflow and configuration settings entered on the Services.
Versant will not have any liability arising from the inaccuracy of scoring, completeness, use of or reliance on the information contained
in the extract of data from any Service under these Terms. In the event that Versant pre-screens, refuses or removes any User Content,
you acknowledge that Versant will do so for Versant’s benefit, not yours. Without limiting the foregoing, Versant will have the right to remove
any User Content that violates these Terms or is otherwise objectionable. You assume the sole responsibility for the selection of the Services
to achieve your intended results, the use of the Services, and the results attained from such selection and use. You represent and warrant
that you are the owner of the User Content, or have obtained permission for such use from the owner of the User Content, including evaluation
frameworks and/or rubrics uploaded into or using the Services. As to any content or data made available to Versant, you represent that you have
notified and obtained consent from all necessary persons (including parents, students, teachers, interns, aides, principals, other administrative
personnel, and classroom visitors), and have taken all other actions that may be necessary to ensure that use of the products, services, or
related materials provided or produced hereunder complies with all applicable laws and regulations as well as school or district policies.
4. Integration
The Services may be integrated with third party courseware, training, and other information and materials of third parties (“Third Party Materials”)
and Versant may make certain Third Party Materials available in connection with the Services. You acknowledge and agree that (a) Versant is authorized
to provide User Content to a such third party or permit such third party to have access to User Content in connection with the Third Party Materials;
and (b) Versant does not control and is not responsible for, does not warrant, support, or make any representations regarding (i) Third Party Materials,
(ii) User Content provided in connection with such Third Party Materials, including a third party’s storage, use or misuse of User Content or (iii) your
uninterrupted access to Third Party Materials. You understand that the use of any Service may involve the transmission of User Content over the
Internet and over various networks, only part of which may be owned or operated by Versant, and that Versant takes no responsibility for data that is lost,
altered, intercepted, or stored without your authorization during the transmission of any data whatsoever across networks whether or not owned or operated by Versant.
5. Hosting
The Services may be hosted by an authorized subcontractor (a “Hosting Service Provider”) engaged by Versant and will only be accessed by you on websites, using your computer.
As part of the Services, the Hosting Service Provider may be responsible for maintaining a backup of User Content. IN NO EVENT WILL VERSANT BE LIABLE FOR ANY DIRECT, GENERAL,
SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE TO DATA, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION,
LOSS OF INFORMATION OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE ANY SERVICE, DUE TO PROBLEMS (INCLUDING BUT NOT LIMITED TO ERRORS, MALFUNCTIONS)
ASSOCIATED WITH THE FUNCTIONS OF SERVERS MAINTAINED BY A HOSTING SERVICE PROVIDER, EVEN IF VERSANT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6. Remedies
6.1. Violations
If Versant becomes aware of any possible violations by you of these Terms, Versant reserves the right to investigate such violations. If, as a result of the investigation,
Versant believes that criminal activity has occurred, Versant reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities.
Versant is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in Versant Materials, including User Content,
in Versant’s possession in connection with your use of Versant Materials, to (a) comply with applicable laws, legal process or governmental request; (b) enforce the Agreement;
(c) respond to any claims that any of your User Content violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights,
property or personal safety of Versant or the public, and all enforcement or other government officials, as Versant in its sole discretion believes to be necessary or appropriate.
6.2. Breach
In the event that Versant determines, in its sole discretion, that you have breached any portion of these Terms, or have otherwise demonstrated conduct inappropriate for Versant Materials,
Versant reserves the right to:
6.2.1. Warn you via e-mail (to any e-mail address you have provided to Versant) that you have violated these Terms;
6.2.2. Delete any User Content provided by you or your agent(s) to Versant Materials;
6.2.3. Discontinue your registration(s) with the any of Versant Materials, including any Services;
6.2.4. Discontinue your access to and use of any Services;
6.2.5. Notify and/or send User Content to and/or fully cooperate with the proper law enforcement authorities for further action; and/or
6.2.6. Pursue any other action which Versant deems to be appropriate.
7. Warranties and Disclaimers
7.1. Representations and Warranties
You represent and warrant that you have the full legal right to provide the User Content and that the User Content will not (a)
infringe any intellectual property rights of any person or entity or any rights of publicity, personality, or privacy of any person
or entity, including as a result of failure to obtain consent to provide Personal Data or otherwise private information about a person;
(b) violate any law, statute, ordinance, regulation, or agreement, including policies; or (c) constitute disclosure of any confidential information owned by any third party.
7.2. Disclaimers
EXCEPT AS EXPRESSLY PROVIDED HEREIN, VERSANT AND ITS LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY,
AS TO ANY ASPECT OF THE SERVICES OR OTHER PRODUCTS, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. VERSANT
AND ITS LICENSORS DO NOT WARRANT THAT THE SERVICES OR OTHER VERSANT MATERIALS WILL BE UNINTERRUPTED, OR ERROR-FREE; NOR DO THEY MAKE ANY
WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES OR OTHER VERSANT MATERIALS.
8. Confidential Information
“Confidential Information” means any nonpublic information of Versant, whether disclosed orally or in written or digital media, that is identified as
“confidential” or with a similar legend at the time of such disclosure or that you know or should have known is the confidential or proprietary information of Versant.
Information will not constitute Versant’s Confidential Information if it (i) is already known by you without obligation of confidentiality; (ii) is independently developed
by you without access to or use of Versant’s Confidential Information; (iii) is publicly known without breach of these Terms; or (iv) is lawfully received from a third party
without obligation of confidentiality. You will not use or disclose any Confidential Information and will protect Versant’s Confidential Information using the same degree of
care that you use with respect to your own confidential information, but in no event with safeguards less than a reasonably prudent person would exercise under similar circumstances.
You will take prompt and appropriate action to prevent unauthorized use or disclosure of Versant’s Confidential Information. If any Confidential Information must be disclosed to any
third party by reason of legal, accounting or regulatory requirements, you will promptly notify Versant of the order or request and permit Versant (at its own expense) to seek
an appropriate protective order.
9. Indemnification
You will indemnify Versant and its officers, directors, employees, and agents and hold them harmless from all liabilities, claims, expenses, and losses
(including attorneys’ fees and expenses) arising from or related to any breach by you of these Terms, including failure to obtain consent to provide
Personal Data or otherwise private information about a person.
10. Limitations of Liability
IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES,
WHETHER FORESEEABLE OR UNFORESEEABLE, OF ANY KIND WHATSOEVER (INCLUDING LOST PROFITS) ARISING FROM OR RELATING TO THESE TERMS OR THE USE OR NON-USE
OF THE SERVICES. NOTWITHSTANDING ANYTHING CONTAINED IN THESE TERMS TO THE CONTRARY, IN NO EVENT WILL VERSANT’S TOTAL LIABILITY ARISING FROM OR RELATING
TO THESE TERMS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EXCEED THE LESSER OF (A) THE TOTAL AMOUNTS
PAID TO VERSANT HEREUNDER DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO SUCH CLAIMS OR (B) ONE HUNDRED DOLLARS ($100).
Each Party acknowledges and agrees that the warranty disclaimers and liability and remedy limitations in these Terms are material, bargained for provisions
of these Terms and that fees and consideration payable hereunder reflects these disclaimers and limitations.
11. Term and Termination
These Terms will be in effect for the expiration or earlier termination of the Services. Upon the termination or expiration of the Services you will
immediately cease using the Services Notwithstanding the foregoing, all provisions of these Terms which by their nature should survive, will survive termination of these Terms,
including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
12. Export Control
You may not use, export, import, or transfer Versant Materials except as authorized by U.S. law, the laws of the jurisdiction in which you obtained Versant Materials, and any other applicable laws.
In particular, but without limitation, Versant Materials may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S.
Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List.
By using Versant Materials, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo,
or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
You also will not use Versant Materials for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.
You acknowledge and agree that products, services or technology provided by Versant are subject to the export control laws and regulations of the United States.
You will comply with these laws and regulations and will not, without prior U.S. government authorization, export, re-export, or transfer Versant products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
13. Dispute Resolution
13.1. Governing Law; Submission to Jurisdiction
This Agreement is governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other
than those of the State of New York. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted in the federal courts of the United States or the courts of the State of New York in each
case located in the city of New York, and each party irrevocably submits to the jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party’s address set forth herein shall be
effective service of process for any suit, action, or other proceeding brought in any such court.
13.2. Waiver of Jury Trial
EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR THE PROVISION OF VERSANT MATERIALS CONTEMPLATED HEREBY.
14. General
Versant and you are each independent contractors and neither Party will be, nor represent itself to be, the franchiser, partner, broker, employee, servant, agent, or legal representative of the other Party for any purpose whatsoever. You may not sublicense, assign, or
transfer your use of any Service, or any rights and obligations under these Terms, in whole or in part, without Versant’s prior written consent. Any attempted assignment in violation of this Section will be void. These Terms will be binding upon, and inure to the benefit
of, the permitted successors and assigns of each Party. Notwithstanding anything to the contrary in these Terms, Versant will not be deemed to be in default of any provision of these Terms for any delay, error, failure, or interruption of performance due to any act of God,
terrorism, war, strike, or other labor or civil disturbance, interruption of power service, interruption of communications services, problems with the Internet, act of any other person not under the control of Versant, or other similar cause. The waiver or failure of Versant
to exercise in any respect any right provided under these Terms will not be deemed a waiver of such right in the future or a waiver of any other rights established under these Terms. These Terms does not confer any rights or remedies upon any person other than the Parties,
except Versant’s licensors. When used herein, the words “includes” and “including” and their syntactical variations will be deemed followed by the words “without limitation.”
© 2019 Versant Holdings, LLC. All rights reserved.