ScribeStudio™ End-User License Agreement

Welcome! Please read this End-User License Agreement ("Agreement" or "EULA") carefully. Your participation in and use of the site and services is conditioned upon your acceptance of the terms and conditions contained in the Agreement.

The following terms and conditions of use apply to the Web sites owned and operated by Distance Learning, Inc. (referred to as "Licensor," "we," or "us") for the delivery of ScribeStudio^TM, inclusive of, but not limited to all written and graphic or design materials, underlying HTML or other source files, product features, and services, all of which are defined collectively as the "Site". By using the Site in any form, you ("you" or "Subscriber") and on behalf of your users ("user" or "Learner") agree to be legally bound and to abide by this Agreement. If you do not agree with the terms of this Agreement, please do not use the Site.

Licensor provides Internet based online services including, but not limited to, Web-based programs and applications, administrative, communicative, registration and payment features, content modules, and the hosting and delivery of this Site ("Products and Services"). By using this Site, and/or the Products and Services, you confirm your acceptance of, and agree to be bound by this Agreement, without limitation or qualification. Licensor may revise this Agreement at any time by updating this posting. You should visit this page periodically to review the Agreement, because it is binding on you.

General Rules

You may not use the Web site in order to transmit, distribute, copy, store or destroy material (a) in violation of any applicable law or regulation, (b) in a manner that will infringe the copyright, trademark, trade secret, or other intellectual property rights of others or violate the privacy, publicity or other personal rights of others, or (c) that is defamatory, obscene, threatening, abusive or hateful.

1. Privacy Policy and Use of Subscriber Information

Licensor respects the privacy of its Subscribers. The name, address and payment information that you provide when you Subscribe and/or enroll Learners in Licensor's Products and Services, together with any other information you provide to Licensor and information regarding the manner in which you use Licensor's Products and Services and/or the Internet, will not be processed or disclosed by Licensor except as permitted by this Agreement or as required or allowed by applicable law or legal process. Sponsor may on occasion contact you via email about Sponsor products and services or those of its subsidiaries. Sponsor will not share personal information with third parties.

1.1 Use of Aggregate Information

By becoming a Subscriber, you agree that Licensor may share with other parties both aggregate information and limited individual information gathered during your use of Licensor's Products and Services and/or the Internet. "Aggregate information" is information that describes the habits, usage patterns and/or demographics of Subscribers as a group but does not indicate the identity of particular Subscribers. "Individual information" is information about a Subscriber presented in a form distinguishable from information relating to other Subscribers but not in a form that enables the recipient to personally identify any Subscriber.

1.2 Use of Locator Information

You also agree that locator information about you may be gathered, processed or used. "Locator information" consists of a Subscriber's name, email address, physical address, and/or other data that enables the recipient to personally identify the Subscriber. Locator information for you may be gathered, processed or used (a) in the purchase of your Subscription; (b) for the billing and collection of charges due pursuant to this Agreement; and (c) as is necessary for its enforcement of any of the terms of this Agreement.

Licensor does not make online requests for your password, credit or debit card ("credit card" or "card") numbers or other locator information, except at your request for Products and Services. Such information sent over the Internet cannot be tracked or retrieved by Licensor.

1.3 Review of Content

In addition, Licensor may, in its sole discretion, review uploaded files and authorize restrictions on access thereto. Licensor will not review the content of email except as required or allowed by applicable law or legal process. Notwithstanding the above, Licensor reserves the right to disclose any content, records, or electronic communication of any kind (a) to satisfy any legal request; (b) if such disclosure is necessary or appropriate to enforce this Agreement; or (c) to protect the rights of Licensor, other Subscribers and/or users.

1.4 Cookies

An individual site may place a text file called a "cookie" in the browser files of your computer. Cookies are pieces of information that a Web site transfers to an individual's hard disk for record keeping purposes. The cookie itself does not contain locator information although it will enable the site to relate your use of the Site to information that you have specifically and knowingly provided to the Site.

1.5 Adherence to Policies

If at any time you believe that Licensor has not adhered to these policies concerning privacy and use of Subscriber information or if you have questions about these policies, please notify us as provided in the Notice provisions below and we will use all commercially reasonable efforts to promptly address your concerns.

2. Use of Licensor Products and Services

2.1 Online Conduct

You are responsible for your communications on the Site, and your use of Licensor's Products and Services. You may not, under any circumstances, do any of the following: (a) publish, post, distribute or disseminate defamatory, infringing, obscene or other unlawful material or information via Licensor's sites; (b) use the Products and Services to threaten, harass, stalk, abuse, or otherwise violate the legal rights (including rights of privacy and publicity) of others; (c) intercept or attempt to intercept email or other private communications not intended for you; (d) use the Products and Services in a manner that adversely affects the availability of its resources to other Subscribers; (e) 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 thereto or have received all necessary consents; (f) falsely purport to be a Licensor employee or agent; (g) cause disruptive incidents; (h) use any device software or routine to interfere with the proper working of this Web site or any activity conducted on this site; (i) disclose or share your password with any other person or entity or use of your password for any unauthorized purpose; (j) aggregate, reverse engineer, copy or duplicate in any manner any of the materials or information from the Web site; or (k) act, or fail to act, in your use of the Products and Services, in a manner that is contrary to applicable law or regulation.

In addition, each time you upload a file on Licensor's sites you represent and warrant that you own or otherwise control the rights or have the necessary consents to do so. Your failure to observe any of the foregoing limitations or obligations may result in civil or criminal liability, as well as termination of your Subscription.

2.2 Ownership of Products and Services

All programs, services, processes, designs, software, technologies, trademarks, trade names, inventions and materials comprising Products and Services are wholly owned by or licensed to Licensor and are protected by copyrights, trademarks, service marks, patents, trade secrets, or other proprietary rights and laws.

You warrant and represent that you own or otherwise control all of the rights to the content and that public posting and use of your content by you or your users will not infringe on or violate the rights of any third party. Licensor's copyright notices do not apply to Subscriber's content. As between Licensor and you, you retain at all times full legal responsibility for software and other material contained in files that you upload.

The contents of this Site, such as the "look" and "feel" of the Site, text, graphics, images, logos, button icons, software and other "Material" are Licensor's exclusive property and are protected by U.S. and international copyright laws. Unauthorized use of the Material may violate copyright, trademark, patent and other laws.

You must retain all copyright, trademarks, service marks and other proprietary notices contained in the original Material on any copy you make of the Material. You may not sell or modify the Material or reproduce, display, publicly perform, distribute, or otherwise use the Material in any way for any public or commercial purpose. The use of the Material on any other Web site or in a networked computer environment for any purpose is prohibited.

2.3 Necessary Equipment

You agree to acquire and maintain all equipment required for your access to and use of the Products and Services, including, without limitation, all hardware and software necessary or advisable to use the Products and Services.

2.4 Password Confidentiality

Use of any password-protected area of the Site is restricted to the Subscriber and users who have been given permission and a password to enter such area. You agree that you will not distribute your password to others, and that you are responsible for any and all damages to Licensor resulting from the distribution of your password to unauthorized users.

You agree to: (a) maintain the security of your password and other confidential information relating to your Subscriber account; (b) limit the use of a username and password to one user; and (c) be responsible for all charges resulting from use of your Subscriber account, including unauthorized use prior to your notifying Licensor of such use, and taking steps to prevent its further occurrence by changing your password. You agree to immediately notify Licensor of any unauthorized use of your or your users passwords. To do so, please email Licensor at EULA@dli.com.

2.5 Registration for a Subscription

To subscribe to ScribeStudio^TM, you need to register as a Trial or paid Subscriber ("Subscriber") on this Site. You also need to supply credit card information, so that you can pay for the Subscription you selected. This information is encrypted on a secure server at Verisign, the credit card processor.

2.6 Monthly Billing

Your credit card is charged for the first thirty (30) days when you initially Subscribe and automatically thereafter on a fiscal month basis. For example, if your initial card charge were August 8 th , your credit card would be charged on September 7 th and on the same date each month thereafter.

2.7 Subscriber and User Access

With the purchase of a ScribeStudio Subscription, a Subscriber and his or her invited users are entitled to use all Products and Services on the Site. Licensor is not, however, obligated to provide Products and Services unless the billing provided for in Section 2.6 above is adhered to by Subscriber.

2.8 Right to Unsubscribe

Subscription Fees are payable in advance and are not refundable in whole or in part. Subscribers may, however, formally elect to unsubscribe, and thereby cancel future monthly payments (a) as provided for on the Site, or (b) by providing such notice by email to Licensor at EULA@dli.com at least six (6) days prior to the automatic billing date.

2.9 Retention of Content and User Data

The unsubscribe election terminates your Subscription and access to your content and user data. Such content and user data will, however, be retained by Licensor and be made available to you on your election to re-subscribe within six (6) fiscal months of unsubscribing. It will thereafter be deleted without notice.

2.10 Assignment or Sharing Prohibited

Your Subscription is personal. You agree not to assign, transfer, sell, or sublicense your rights or obligations under this Agreement. You also agree not to make any commercial use of the Web site other than as provided herein.

3. Operation

Licensor reserves complete and sole discretion with respect to the operation of the Site and the Products and Services. Licensor may, among other things, change, add to, modify, withdraw, suspend or discontinue any functionality or feature of the Products and Services. Licensor will not distribute uploaded files outside the Site without the uploading Subscriber's consent but may include information about them in promotional materials. You agree that such files may be used in such manner and for such purposes.

The Material may contain inaccuracies or typographical errors. Licensor makes no representations about the accuracy, reliability, completeness, or timeliness of the Web site or the Material, the use of the which is at your own risk.

4. Subscriber Representations and Acknowledgements

You represent and warrant that you possess the legal right and ability to enter into this Agreement and to use the Products and Services in accordance with this Agreement. You agree to be financially responsible for your use of the Products and Services (as well as for use of your account by your users) and to comply with your responsibilities and obligations as stated in this Agreement.

5. Subscriber's Users

Because user authentication on the Internet is difficult, Licensor cannot and does not confirm that each user to whom you provide Site access is who they claim to be. Because we do not and cannot be involved in user dealings or control the behavior of users on your Site, in the event that you have a dispute with one or more users, you release Licensor (and our agents and employees) from claims, demands and damages (actual and consequential, direct and indirect) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

You acknowledge and agree that you are solely responsible for the form, content and accuracy of any material placed by you on the Site. Licensor will not be a party to or in any way be responsible for monitoring any transaction between you and third parties.

6. No Warranties and Limitation of Liability

6.1 Warranty Disclaimer

All Licensor products and services are provided "as is," and Licensor makes no express or implied representations or warranties regarding the usability, condition or operation thereof. Licensor does not warrant that its web site and server are free of computer viruses or other harmful mechanisms. Licensor does not warrant that access to or use of Licensor's products and services will be uninterrupted or error-free, or that Licensor software or services will meet any particular criteria of performance or quality. Licensor expressly disclaims all implied warranties and conditions, including without limitation, warranties of merchantability, title, fitness for a particular purpose, non-infringement, compatibility, security or accuracy. If your use of the site and services results in the need for servicing or replacing equipment or data, Licensor is not responsible for those costs.

6.2 Disclaimer of Consequential Damages

Your use of all Licensor products and services is at your own risk. You assume full responsibility and risk of loss resulting from your downloading and/or use of files or other material (including Licensor software) obtained through Licensor Products and Services.

You agree that Licensor and providers of electronic communications and network services for Licensor Products and Services (including, without limitation, isp's) will not be liable for any damages whatsoever (including indirect, consequential or special damages, lost profits, or damages resulting from lost data or business interruption) arising out of your use of or inability to use any Licensor Product or Service, and you hereby waive any claims with respect thereto, whether based on contractual, tort or other grounds, even if Licensor has been advised of the possibility of damages. Licensor is also not responsible for claims by a third party.

Licensor's liability to you for breach of this agreement is limited to the amount actually paid by you for access to and use of Licensor Products and Services, exclusive of payments relating to goods and services purchased from others. You hereby release Licensor from any and all obligations, liabilities and claims in excess of this limitation. Some jurisdictions do not allow implied warranties or conditions to be excluded or modified or liability to be limited, so not all of the above limitations may apply to you.

7. Charges

7.1 Payment

By providing your billing information, you represent to Licensor that you are the authorized user of the credit card that is used to Subscribe and that you agree you are liable for the payment of the Subscription Plan selected. You also acknowledge that you will be required to upgrade to a higher Subscription Plan if you (a) exceed the number of Learners, amount of Storage or amount of Bandwidth for the Plan selected; and (b) do not reduce any excess number or amount(s) to within stated Plan limits prior to, and remain within limits, during the next billing cycle.

Licensor reserves the right to prospectively change its prices or institute new charges for access to or use of its Products and Services at any time. All changes will be posted online at least thirty (30) days prior to the date of such changes, and you are responsible for regularly reviewing pricing information posted on the Site to obtain timely notice of such changes. You will also be notified of such changes by email. Continued use or not electing to unsubscribe your Subscription after changes are posted and/or email notice given constitutes your acceptance of the prices as modified by the posted changes.

7.2 Taxes

You must pay all taxes due as a result of your purchase of the Products and Services, including taxes on the sale of your content.

7.3 Subscription Fees

Subscription fees and charges are to be paid in the currency in which they are billed. If the payment method for your account is by credit card and payment is not received from the card issuer, transferring bank or their respective agents, you agree to pay all amounts due upon demand by Licensor.

Your card issuer's agreement governs your use of your designated card in connection with Licensor related purchases, and you must refer to such card agreement (not this Agreement) with respect to your rights and liabilities as a cardholder.

8. Duty to Pay

Licensor reserves the right, at its sole discretion, to pursue all legal remedies, including but not limited to the right to suspend or terminate your Subscription without notice upon rejection of any credit or debit card charges or if your card issuer (or its agent or affiliate) seeks return of payments previously made to Licensor when Licensor in good faith believes you are liable for the charge, or upon any breach by you of the Terms and Conditions of this Agreement. Such rights are in addition to and not in lieu of any other legal rights or remedies available to Licensor. The amount due Licensor must be paid in full by your card issuer upon receipt of the charge; you are not entitled to carry-over a balance with Licensor. Licensor reserves the right to refer your Licensor account to a third party for collection in the event of default.

You agree to pay all costs incurred in the collection of any delinquent fees due under this Agreement or the enforcement of this agreement, including attorneys' and/or accountants' fees.

9. Indemnification

You agree to defend, indemnify, and hold harmless Licensor from and against any and all liabilities, expenses and damages arising out of claims, actions, or demands, including without limitation reasonable legal and accounting fees, based upon your use of the Products and Services, including any claim of libel, defamation, violation of rights of privacy or publicity, loss of service by other Subscribers and infringement of intellectual property or other rights. Licensor will notify you of any claim for which it seeks indemnification and will afford you the opportunity to participate in the defense of such claim, provided that your participation will not be conducted in a manner prejudicial to Licensor's interests, as reasonably determined by Licensor.

10. Notices and Effective Date

Notices given by Licensor to you will be given by posting on the Site, by email, or by conventional mail. In any matter requiring Licensor's prior consent, such consent will be considered given only if made in the foregoing manner by an authorized representative of Licensor.

Notices given by you to Licensor must be given by email to EULA@dli.com or by conventional mail, return receipt requested to Distance Learning, Inc., Attention: EULA Customer Care, 135 Fifth Avenue, Third Floor, New York, NY 10010, USA.

This Agreement takes effect as of the date of your Subscription and continues unless terminated by Licensee or you elect to unsubscribe, all as provided herein.

11. General

11.1 Copyright and Other Intellectual Property Rights

Licensor respects the intellectual property of others, and we ask our Subscribers and their users to do the same. The unauthorized reproduction, copying, distribution, modification, public display or public performance of copyrighted works constitutes infringement of the copyright owner's rights. As a condition to your use of this Web site, you agree not to use the Web site to infringe the intellectual property rights of others in any way. Licensor will terminate the accounts of any Subscribers, and block access of any users, who are repeat infringers of the copyrights, or other intellectual property rights of others. We reserve the right to take these actions at any time, in our sole discretion, with or without notice, and without any liability to the Subscriber who is terminated or to the user whose access is blocked.

11.2 Jurisdiction and Waiver

This Agreement is governed by the laws of the State of New York, USA, and is treated in all respects as a New York contract. You consent to the exclusive jurisdiction and venue of courts in the state or federal courts in New York County, New York, without respect to its conflict of laws principles, in all disputes arising out of or relating to your use of Licensor Web site or Subscription. If any provisions of this Agreement are found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of the Agreement, which shall remain in full force and effect. No waiver of any term or condition of the Agreement shall be deemed a further or continuing waiver of such term or any other term.

11.3 No Agency or Representative Relationship

You acknowledge that no joint venture, partnership, employment, or agency relationship exists between you and Licensor as a result of your use of Licensor Products and Services or your Subscription. You agree not to hold yourself out as a representative, agent or employee of Licensor and that Licensor will not be liable by reason of any representation, act or omission to act by you.

11.4 Cumulative Remedies

Unless otherwise set out in this Agreement the rights and remedies granted to each party under this Agreement are cumulative and are in addition to each party's rights provided by law or otherwise. Each party may exercise its rights concurrently or separately. The exercise of one remedy is not deemed an exclusive election of that remedy, nor does it preclude the exercise of any other remedy.

11.5 English Language

It is at the express wish of the parties that this Agreement and all related documents have been written in English.

11.6 Survival and Severability

Any terms and conditions of this Agreement that by their nature extend beyond the term or expiry of this Agreement shall survive the termination or expiry of this Agreement. If any provision of this Agreement is held to be invalid, illegal or unenforceable, all other provisions will nevertheless continue in full force and effect.

11.7 Headings

The headings and captions used in this Agreement are inserted only as a matter of convenience and for reference and in no way are to be construed as defining, limiting, or describing the scope or intent of this Agreement.

12. Entire Agreement

This Agreement together with all policies, guidelines and amendments set out, from time to time, by Licensor anywhere on the Site constitutes the entire agreement between Licensor and you with respect to your use of Products and Services and/or your Subscription, and it supersedes all prior or contemporaneous communications and proposals, whether oral or written, between Licensor and you with respect thereto.