EFFECTIVE DATE: JUNE 2020
1. Account Registration and Access
To register for the Services and create an account, you (including any agent designated by you operating on your behalf) must complete the registration process by providing us with the requested information which may include; your name, email address, company name, role and password. You agree to provide us with complete and accurate information when you register for the Services, and to keep such information up to date.
You shall protect your username and password and are solely responsible for activities that occur under or through your account, including activities initiated by third parties, whether or not such activities are authorized by you. If you allow a third party to access the Services on your behalf, you shall ensure that such third party is bound by, and abides by, the terms of this Agreement. You agree to notify us immediately of any unauthorized use of your account or any other breach of security relating to your account or your use of the Services.
We may access your account, or information associated with your account, to provide support or maintenance, for security-related reasons, or any other business purpose. You acknowledge and consent to such access.
2.1 SUBSCRIPTION TERMS
ChurnList by Eduscale is free at the moment. We, however, reserve the right to make our services paid and or cancel your subscription at any time.
Such changes will be effective the first day of the month following thirty (30) days after notice.
2.2 ACCOUNT CANCELLATION
You may cancel your subscription at any time by clicking the unsubscribe link, or contacting us directly at [email protected].
This account cancellation, however, does not directly lead to removal of all data. Data removal needs to be specifically requested. We will remove the data within thirty (30) days after notice.
3.1 LICENSE TO EDUSCALE SOFTWARE
Subject to the terms and conditions of this Agreement, Eduscale hereby grants you a limited, revocable, non-exclusive, non-transferable and non-assignable license to (a) include the Eduscale-provided code (together with any fixes, updates and upgrades provided to you, the “Eduscale Script”) in the HTML code for web page(s) that are properly registered for the Services and owned or operated by you, solely for the purposes of accessing and providing information to the Services and accessing information available from the Services with respect to such web page(s); and (b) remotely access the Services to view your reports.
Except as expressly set forth herein, you shall not (x) use, reproduce, modify, or create derivative works of the Eduscale Script, or (y) transfer, lease, lend, sublicense, use for timesharing, or service bureau purposes, resell or otherwise distribute or allow third-party access to all or any portion of the Eduscale Script or the Services.
3.2 LICENSE TO CLIENT DATA
As between you and Eduscale, you shall retain ownership of any information, data and statistics that Eduscale obtains from your website or web app, such as raw data and log files generated by and/or provided to the Services.
You hereby grant to Eduscale a royalty-free, non-exclusive, irrevocable, right and license to access your registered web page(s) and to access and log (a) any information concerning users’ actions, entries, or activities on your web page(s), (b) any information sent to you by users’ web browsers concerning users’ web activities immediately prior to visiting your web page(s) (e.g., URL information and HTTP header information), and/or (c) any data or other information you provide to Eduscale (collectively “Client Data”) for the purposes of (i) providing you with reports and other functions related to the Services; (ii) analyzing and improving the Services; and/or (iii) compiling aggregate data derived from your use of the Services to compile statistics, metrics, insights and general trend data about the Services for, among other things,Eduscale’s marketing and promotional purposes. This information will be presented only in aggregate form, and we will not share specific site data that identifies you or your visitors without your permission.
You represent and warrant that you have all rights, licenses, and consents required to license Client Data to Eduscale on these terms, and further represent and warrant that this license does not infringe the rights of any third party or violate any applicable law or regulation.
As used in this section, “Personally Identifiable Information” refers to information that can be used to personally identify a unique individual, such as name, address, email address and phone number.
4.1 YOUR OBLIGATIONS WITH RESPECT TO COOKIES USED BY THE EDUSCALE SCRIPT ON VISITORS TO YOUR WEBSITE
The Eduscale Script may store cookies on computers used by those who visit your website (“Visitor(s)”). These cookies contain values that allow Eduscale to detect if the Visitor is a returning Visitor or a first-time Visitor to your web page(s), when the Visitor last visited the web page(s), and, if you are conducting A/B testing, what test group the Visitor is in. Unless you direct us to do so, such as by associating an identity with the Visitor, no Personally Identifiable Information relating to the Visitor is stored within these cookies.
4.2 YOUR OBLIGATIONS WITH RESPECT TO VISITOR INFORMATION
The Services allow you to link anonymous data regarding your Visitors’ activities and actions on your web page(s) with Personally Identifiable Information that you have collected regarding the Visitor. You shall be solely responsible for the consequences of using, disclosing, or transmitting such Visitor data, including Personally Identifiable Information.
You represent and warrant that:
you will comply with all applicable laws, including, but not limited to, those followed regarding the transfer of Personally Identifiable Information from the European Economic Area and/or Switzerland to the United States under the U.S. – EU Privacy Shield framework and U.S. – Swiss Safe Harbor, respectively, relating to the collection, use and disclosure of Visitor data, including Personally Identifiable Information, to Eduscale;
you will provide all required notifications and obtain all required consents and authorizations from your website Visitors to permit Eduscale to collect, obtain and/or use Visitor data, including Personally Identifiable Information, relating to Visitor use of your website, for the purposes of providing the Services;
you will not use the Services to collect or analyze sensitive Personally Identifiable Information (e.g. personal health information, political opinions, religious or philosophical beliefs);
you use third-party service providers to provide certain analytics and user interactions services to you in connection with your operation of such website, including the collection and tracking of certain data and information regarding the characteristics and activities of visitors to such website;
you may disclose Visitor data, including Personally Identifiable Information, to certain such third-party services providers in order to obtain such services.
Eduscale has implemented reasonable security mechanisms to protect your information and Client Data from loss, misuse and unauthorized access, disclosure, alteration and destruction. Examples of these security mechanisms include high security public/private keys, encryption on processed data, and SSL encryption to protect transmission of data.
However, please keep in mind that no security system is impenetrable. It may be possible for third parties to intercept or access Client Data, information you provide to Eduscale, information we compile on your behalf, and/or information that we collect about you. Eduscale cannot guarantee the security of such information and is not responsible for unauthorized access to your account or Client Data.
4.4 EDUSCALE LIMITS ACCESS TO YOUR INFORMATION
Eduscale will not knowingly permit access to, or otherwise divulge to a third party, the statistical information we compile for you except for the express purpose of generating reports which have been requested, authorized or approved by you, or unless acting under a good faith belief that such action is necessary to (a) conform to legal requirements or comply with legal process; (b) protect and defend the rights or property of Eduscale; (c) enforce our agreements with clients and/or visitors to our Website; (d) troubleshoot problems with the Services; or (e) create aggregate reports as set forth below.
4.5 AGGREGATE REPORTS
Eduscale reserves the right to aggregate certain categories of Client Data (such as internet browser usage and screen resolution) across some or all of the websites using the Services for the purposes set forth in Section 3.2 (“License to Client Data”).
4.6 SERVICES NOT AVAILABLE FOR WEBSITES DIRECTED TO CHILDREN
You may not use the Services in connection with (a) any website or portion of a website labeled or described as a “Kid’s” or “Children’s” website; (b) any website or portion of a website directed at individuals under the age of 13; or (c) any website or portion of a website that you have reason to know is used primarily by individuals under the age of 13.
5. Proprietary Rights; Restrictions on Use
Except for the limited licenses expressly granted herein, Eduscale expressly reserves all right, title and interest in and to the Eduscale Script, content on the Eduscale Website, aggregate data and general trend reports described in sections 3.2(c)(iii) and 4.5, and all processing, analytics, and other software and technology used by Eduscale in the analysis of your website and/or the provision of the Services , including, without limitation, any derivatives, improvements, enhancements or extensions of the Eduscale Technology and Service conceived, reduced to practice or otherwise developed on or on behalf of Eduscale, all of which are valuable assets of Eduscale, and any copyright, patent or trademark or other intellectual property right, or federal or state right, pertaining thereto.
5.2 Restrictions on Use and Compliance
You shall not
use, or allow the use of, the Eduscale Technology and Service, except pursuant to the limited rights expressly granted in this Agreement;
use the Eduscale Technology and Service in any manner that is inconsistent with user documentation, if any, supplied to you by Eduscale or inconsistent with Eduscale’s standard security procedures, if any, accessible through your user interface;
attempt to reverse engineer, hack into, or compromise any aspect of the Eduscale Technology and Service, or attempt to access data or account information of any other customer of Eduscale;
remove, obscure or alter any legal notices, including notices of intellectual property rights appearing in or on any materials delivered to you by Eduscale;
use, post, transmit or introduce any device, software or routine that interferes or attempts to interfere with the operation of the Eduscale Technology and Service;
use the Eduscale Technology and Services for academic research or research unrelated to your Visitors or the web page(s) registered for use with the Services, or for contemplated litigation, scholarship, or any other unintended purpose;
post or transmit any libelous, defamatory, indecent, obscene, abusive or pornographic message, data, image or program;
post or transmit any message, data, image or program that would violate any property rights of others using the Services;
upload or download files that contain software or other material protected by intellectual property laws, rights of privacy or publicity, or any other applicable law unless you own or control the rights to such files or have received all necessary consents; or
use the Services to threaten, harass, or otherwise violate the legal rights (including rights of privacy and publicity) of others.
run Maillist, Listserv, any form of auto-responder, or “spam” on the Services, or any processes that run or are activated while you are not logged on to the Website, or that otherwise interfere with the proper working of or place an unreasonable load on the Services’ infrastructure. Further, the use of manual or automated software, devices, or other processes to “crawl,” “scrape,” or “spider” any page of the Website is strictly prohibited.
use the Services to send “spam” [or use lists of email addresses purchased and/or rented from third parties].
You will not use the Services in any way or for any purpose that would violate, or would have the effect of violating, any applicable laws, rules or regulations or any rights of any third parties, including without limitation, any law or right regarding any copyright, patent, trademark, trade secret, music, image, or other proprietary or property right, false advertising, unfair competition, defamation, invasion of privacy or rights of celebrity, or anti-spam.
You agree to indemnify, hold harmless and (only if requested by Eduscale) defend Eduscale, at your expense, against any and all third-party claims, actions, proceedings, and suits asserted against Eduscale or any of its officers, directors, employees, agents or affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys’ fees) incurred by Eduscale or any of its officers, directors, employees, agents or affiliates, arising out of or relating to (a) your breach of any term or condition of this Agreement, (b) your use of the Services, (c) your unauthorized use of the Eduscale Script, and (d) your disclosure of any Visitor data, including any Personally Identifiable Information, to Eduscale. In such instances, Eduscale will provide you with electronic and written notice of such third-party claim, action, proceeding, or suit to the last e-mail address and mailing address furnished to Eduscale within 30 days of learning of such claim. You shall cooperate as fully as reasonably required in the defense of any claim. Eduscale reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.
7. Representations and Warranties
You represent and warrant to Eduscale that you (a) own all right, title and interest in and to the URLs of your website; (b) own or have obtained all rights necessary to publish all of the content published on or through your website and the user interface of your website; and (c) have obtained all necessary consent(s) from Visitors required to enable the Services.
Eduscale does not represent or warrant that (w) the Services will be error-free or accessible at particular times, (x) defects will be corrected, (y) the Services, or the server(s) that makes it available, are free of viruses or other harmful components, or (z) the use or the results of the use of the Services or the materials made available as part of the Services will be correct, accurate, timely, or otherwise reliable.
You specifically agree that Eduscale shall not be responsible for unauthorized access to or alteration of your data.
8. Disclaimers and Limitations on Liability
8.1 GENERAL DISCLAIMERS
The information, reports and services included in or available through the Services may include inaccuracies or typographical errors. Changes are periodically added to the information herein. Eduscale and/or its respective vendors may make improvements and/or changes in the Services at any time, without obligation to notify any person or entity of such changes.
The Services may contain links to third party websites (“Third Party Websites”). Access to Third Party Websites is at your own risk and Eduscale is not responsible for the accuracy, availability or reliability of any information, goods, data, opinions, advice or statements made available on Third Party Websites that you access from the Services. The Third Party Websites are not under the control of Eduscale and as such, Eduscale is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third Party Website. Eduscale provides these links merely as a convenience and the inclusion of such links does not imply an endorsement or recommendation.
8.2 DISCLAIMERS OF WARRANTIES
The services, the Eduscale technology and service, the eduscale script and any reports derived therefrom are provided “as is” and there are no warranties, claims or representations made by Eduscale either express, implied, or statutory, with respect to the services, the eduscale script, the reports, or any documentation, including warranties of quality, performance, non-infringement, merchantability, or fitness for a particular purpose, nor are there any warranties created by course of dealing, course of performance, or trade usage. Eduscale does not warrant that the services, the eduscale script or any reports derived therefrom will meet your needs or be free from errors, or that the operation of the services will be uninterrupted. The foregoing exclusions and disclaimers are an essential part of this agreement and formed the basis for determining the price charged for the services. Some states do not allow exclusion of an implied warranty, so this disclaimer may not apply to you in full.
8.3 LIMITATIONS ON LIABILITY
Eduscale and its officers, directors, and employees will not be liable to you or any third party for any indirect, special, punitive, consequential (including, without limitation, lost profits or lost data collected through the services), or incidental damages, whether based on a claim or action of contract, warranty, negligence, strict liability, or other tort, breach of any statutory duty, indemnity or contribution, or otherwise, even if eduscale has been advised of the possibility of such damages. The exclusion contained in this paragraph shall apply regardless of the failure of the exclusive remedy provided in the following paragraph. Some states do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you in full
Eduscale cumulative liability to you or any other party for any loss or damages resulting from any claims, demands, or actions arising out of or relating to this agreement shall not exceed the aggregate fees paid to eduscale for use of the services during the six months preceding the most recent event giving rise to such liability.
9. SERVICE FAILURES
Eduscale does not guarantee, and shall have no liability for, any Services downtime, including, without limitation, any downtime (a) caused by failures of or previously scheduled maintenance to Eduscale’s equipment or servers, (b) caused by outages to any public Internet backbones, networks or servers; (c) caused by any failures of your equipment, systems or local access services; or (d) relating to events beyond Eduscale’s control, such as strikes, riots, insurrections, fires, floods, explosions, war, governmental actions, labor conditions, earthquakes, natural disasters, or interruptions in Internet services to an area where Eduscale or your servers are located or co-located.
10. Term and Termination
Eduscale may terminate or suspend access to the Services immediately, without prior notice or liability, if you breach this Agreement or for any other reason.
10.2 TERMINATION OF THE SERVICES
To terminate your use of the Services, please follow the steps described in Section 2.7 (“Account Cancellation”).
Upon any termination of the Services (a) Eduscale will cease providing the Services; (b) you will delete all copies of the Eduscale Script from your web page(s); (c) any outstanding balance payable by you to Eduscale will become immediately due and payable and any collection expenses incurred will be included in the amount owed; (d) you will not be entitled to any refunds of any usage fees or any other fees; and (e) all of your historical report data will no longer be available to you through Eduscale.
In addition, upon expiration of any session with respect to a web page, you shall delete all copies of the Eduscale Script from such web page. You understand and acknowledge that, unless and until the Eduscale Script is deleted from a web page, the Eduscale Script may continue to track information on such web page on an automated basis.
11. Modifications to this Agreements and Other Policies
Our employees are not authorized to vary the terms of this Agreement. This Agreement may be modified only (a) by obtaining our written consent in an agreement signed by an officer of Eduscale; or (b) as set forth below in the immediately following paragraph.
You agree that Eduscale may modify the terms of this Agreement or any policy governing the Services from time to time, and that your right to access the Services is conditioned on an ongoing basis with your compliance with the then-current version of this Agreement. We will notify you of any material revisions or modifications to the Agreement by (x) posting a notice on the Eduscale Website for 30 days following any revisions or modifications to this Agreement, (y) posting a notice on the Eduscale Website the first time that you visit the Website following such revisions or modifications or, (z) providing direct notice of such changes in a communication to your customer account. By continuing to use the Services following receipt of such notice, you consent to the revised or modified terms of this Agreement.
12. Miscellaneous; Arbitration, Choice of Law, and Venue
Eduscale shall be excused from performance hereunder to the extent that performance is prevented, delayed or obstructed by causes beyond its reasonable control.
12.2 SEVERABILITY AND WAIVER
If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed to the extent necessary to make it enforceable to the maximum extent permissible so as to reflect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect.
12.3 ENTIRE AGREEMENT
12.4 CHOICE OF LAW AND FORUM
This Agreement shall be governed by and construed under the laws of Belgium.
All disputes arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts located in Gent.
Eduscale may deliver notice to you under this Agreement by (a) means of electronic mail, (b) posting a notice on the Eduscale Website, (c) a communication to your Eduscale account, or by (d) written communication delivered by mail to your address on record.
Unless otherwise specified, any notices to Eduscale must be sent to:
9940 Evergem, Belgium
via email or first class, air mail, or overnight courier, and are deemed given upon receipt.
12.6 TRANSFER OR RIGHTS
You may not assign or otherwise transfer any of your rights hereunder without Eduscale’s prior written consent, and any such attempt is void. The relationship between Eduscale and you is not one of a legal partnership relationship, but is one of independent contractors. This Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto.
The headings of the sections contained in this Agreement are for convenience only and shall not be deemed to control of affect the meaning or construction of any provision of this Agreement.
13. Participating in beta program
You will provide reasonable feedback to Eduscale concerning the features and functionality of the Software. If you provide feedback to Eduscale, all such feedback will be the sole and exclusive property of Eduscale. You will partake in Eduscale’s efforts to gather feedback through forms, interviews and data analysis. You hereby irrevocably transfer and assign to Eduscale and agree to irrevocably assign and transfer to Eduscale all of your right, title, and interest in and to all feedback including all intellectual property rights therein (collectively, “Intellectual Property Rights”). You will not earn or acquire any rights or licenses in the Software or in any of Eduscale’s Intellectual Property Rights on account of this Agreement or your performance under this Agreement, even if Eduscale incorporates any feedback into the Software.
14. Special Admonitions for International Use
Recognizing the global nature of the Internet and the rapid changes around online privacy, you agree to comply with all local rules regarding online conduct and acceptable content. Without limiting the foregoing, you agree to comply with all applicable laws regarding the transmission of technical data exported to or from the European Union or the country in which you operate or reside and to comply with any other local laws affecting the Services.