This User Agreement ("Agreement") is a legal agreement between you individually, or if you are under the age of majority in your jurisdiction, you and your parent or legal guardian (in either case, "You"), and D2L Corporation or its subsidiaries, divisions or affiliates (collectively, "D2L") for access to and use of the MyDesire2Learn.com application (the "Application"). By using or accessing the Application, You agree to be bound by the terms of this Agreement and D2L's Privacy Statement which is incorporated by reference into this Agreement. If You do not agree to the terms of this Agreement, You are not authorized to, nor shall You, use or access the Application, or any portion thereof. The Application may not be available in Your country or region.
Nothing in this Agreement shall be construed as an impairment of D2L's ability to comply with applicable laws.
Age Requirement. If You are under the age of majority in Your jurisdiction, You must review this Agreement with Your parent or legal guardian to make sure that You and Your parent or legal guardian understand this Agreement and agree to be bound by it.
- Grant of Licence to You
- Application Licence. Subject to this Agreement, D2L grants You a limited, revocable, non-exclusive, non-commercial, non-assignable, non-transferable licence to access and use the Application, through a generally-available web browser, mobile device or application. You may not sell, resell, transmit, transfer, redistribute, rent, lease, license or sublicense the Application. D2L reserves all rights not expressly granted in this Agreement, including title, ownership, intellectual property rights, and all other rights and interest in the Application and all related items.
- Your Use of the Application
- Legal Use. You may use and access the Application only for lawful purposes and in accordance with this Agreement, including D2L's Privacy Statement, and any applicable D2L Acceptable Use Policy.
- Eligibility to Use the Application. To be eligible to use the Application, You must meet the following criteria and represent and warrant that You: (1) are of the age of majority in Your jurisdiction, or have reviewed and agree to be bound by this Agreement together with Your parent or legal guardian; (2) are not currently restricted from using or accessing the Application, (3) are neither a competitor of D2L nor using the Application for reasons that are in competition with D2L; (4) have full power and authority to enter into this Agreement and doing so will not violate any other agreement to which You are a party; (5) will not violate any rights of D2L, including intellectual property rights; and (6) agree to provide at Your cost all equipment, software, and internet access necessary to use the Application.
- Security Measures. You may not directly or indirectly interfere, hack, or otherwise compromise any security measures of the Application or use the Application to interfere, hack, or otherwise compromise any security measures of other products, services or systems, including D2L products, services, systems and data.
- Limitations on Reverse Engineering, Decompilation, and Disassembly. You may not directly or indirectly modify, reverse engineer, decompile, create derivative works from, or disassemble the Application for any reason whatsoever. You may not use any unauthorized means to modify, reroute, or gain access to the Application or attempt to carry out these activities, or use any automated process or service (such as a bot, a spider, periodic caching of information stored by D2L, or metasearching) to access or use the Application. Depending on how the Application is configured, You may be able to access third-party Web sites or services through the Application; D2L is not responsible for those Web sites or the services or content that may be available on them.
- Profiles. The Application enables you to create a user profile. In doing so, you shall not:
- create a user profile for anyone other than yourself; or
- falsely state or misrepresent your identity.
- Data Restrictions. You may not store, transmit or communicate any data that (i) You do not have legal authority to store, transmit or communicate; (ii) contains viruses, time bombs or other malicious computer code; (iii) infringes another's intellectual property rights; (iv) is inaccurate, unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable ("Objectionable Data"); (v) constitutes unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation; or (vi) adversely affects the products, services, systems or data of D2L, its agents or its partners. In addition, You may not use the Application to access improperly any other person's or entity's data or to misrepresent Your affiliation or identity.
- Objectionable Data and Errors. You understand that in using the Application You may encounter Objectionable Data. Nevertheless, Your use of the Application is at Your sole risk and D2L shall have no liability to You for Objectionable Data.
- Access to Data. You acknowledge and agree that the data You encounter by using or accessing the Application may not be under the control of D2L, and that You may be required to enter into one or more agreements with third parties (including an academic institution, employer or mobile carrier) to access and/or transmit data. These third parties may have privacy policies to which the data and You may be subject. You are responsible for complying with the terms and conditions of those agreements and privacy policies.
- Additional Charges. You further acknowledge and agree that use of the Application may result in data, bandwidth or additional third party charges (e.g., from Your mobile carrier and/or internet provider) and that these charges are Your responsibility.
- Your Content
- Ownership of Your Content. Except for material that D2L licenses to You, D2L does not claim ownership of the content You provide using the Application. Your content remains Your content, subject to claims of third parties such as an Internet service provider, employer or academic institution. D2L also may not control the content that You and others make available using the Application. D2L does not verify or endorse the content that You and others make available using the Application.
- Access to Your Content. Subject to the interests of third parties, You control who may access Your content. If You share content in public areas of the Application or in shared areas available to others You have chosen, then You agree that anyone with whom You have shared content may use that content. When You give others access to Your content on the Application, You grant them free, non-exclusive permission to use and display the content solely in connection with the Application and other products and services made available by D2L, its agents, its service providers and its partners. By granting others access to Your content, it may become impossible to delete that content. If You do not want others to have those rights, do not use the Application to share Your content.
- Grant to D2L. You understand that D2L may need, and You hereby grant D2L, its agents, its service providers and its partners the right to use, process, transfer, modify, adapt, reproduce, distribute, delete and display content posted using the Application at its discretion.
- Content Protected by Copyright. Content may be protected by copyright. People appearing in content may have a right to control the use of their image. If You share content using the Application in a way that infringes others' copyrights, other intellectual property rights, or privacy rights, You are breaching this Agreement. You represent and warrant that You have all the rights necessary for You to grant the rights in this section and the use of the content violates no laws. D2L will not pay You for Your content. D2L may refuse to publish Your content at its discretion. D2L may remove Your content from the Application at any time at its discretion. D2L will respond expeditiously to clear notices of alleged copyright infringement and terminate accounts of repeat infringers according to the process set out in the U.S. Digital Millennium Copyright Act or the laws of another jurisdiction. If you believe your copyrights are being violated and want to notify us, you can find information about submitting notices and D2L’s policy about responding to notices in our Notice and Takedown Procedure. D2L does not have any obligation to police the copyright validity of any of the content on the Application.
- Backing Up Data. You are responsible for backing up the data that You store, transmit or communicate using the Application. If there is an outage or a problem migrating Your data to or from the Application, Your data may be lost. If Your use of the Application is suspended or canceled, D2L may permanently delete Your data. D2L has no obligation to return data to You after your use of the Application is suspended or canceled. If data is stored with an expiration date, D2L may also delete the data as of that date. Data that is deleted may be irretrievable.
- Hosting of Data. You acknowledge and agree that D2L, its agents, its service providers and its partners may use, process and/or transfer (including intra-group and to entities in countries that do not provide statutory protections for personal information) Your data in whole or in part: (a) in connection with provisioning the Application; (b) to incorporate Your data into databases controlled by D2L for the purpose of providing the Application; administration, provisioning, billing and reconciliation; verification of Your identity, age, solvency and creditworthiness; maintenance, support and product development; fraud detection and prevention; sales, revenue, and customer analysis and reporting; market and customer use analysis; and (c) to communicate to You by means of the Application, voice, letter, fax, email or other means regarding the Application.
- Privacy Statement. You should carefully read D2L's Privacy Statement before deciding to access or use the Application as it is incorporated into this Agreement by reference, and governs D2L's treatment of information you provide to D2L. Please note that certain data, content and information which You may submit using the Application are likely to, reveal your gender, ethnic origin, nationality, age, or other personal information about You. You acknowledge that Your submission of any data, content and information to D2L is voluntary on Your part.
- Information Collection and Disclosure. In order to continually innovate and improve its products and services, D2L may collect certain information about Your interaction with the Application. As part of the Application, D2L may also automatically upload information about Your computer or mobile device, Your use of the Application, and Application performance. This information that D2L collects does not identify you as an individual.
- Customizing the User Experience. In order to customize Your user experience, D2L may collect certain information about You and may also automatically upload information about Your use of the Application and Your content.
- D2L reserves the right to update, revise, supplement, and otherwise modify this Agreement and to impose new or additional rules, policies, terms or conditions on Your use of the Application. Any updates, revisions, supplements, modifications, and additional rules, policies, terms and conditions (collectively, the "Additional Terms") will be effective immediately upon release. Your continued use of the Application will be deemed to constitute Your acceptance of any and all Additional Terms. All Additional Terms are incorporated into this Agreement by reference.
- Disclaimer of Warranties
- The Application is provided "as is," "with all faults" and "as available." The Application is provided without warranties, conditions, or guarantees, express or implied, oral or written, of any kind. D2L further disclaims all warranties of merchantability, non-infringement, fitness for a particular purpose, course of dealing or usage in trade. D2L is not liable for any damages whatsoever (including damages for loss of business profits, business interruption, or loss of data) arising out of the use or the inability to use the Service, to the maximum extent of applicable law.
- To the extent not specifically prohibited by the laws of Your jurisdiction:
- D2L is not responsible for the availability, use, performance or non-performance, of the Application.
- The Application may at any time be unable to access or transmit data, and You will have no recourse against D2L should this occur.
- User-Generated Content. D2L does not control or vet content for accuracy and does not provide any warranty, condition or guarantee, express or implied, oral or written, of any kind regarding content.
- LIMITATION OF LIABILITY
- TO THE MAXIMUM EXTENT PERMITTED BY LAW, D2L DISCLAIMS ALL LIABILITIES TO YOU, THROUGH ANY ACT OR OMISSION AS IT RELATES TO THE UNLAWFUL OR UNAUTHORIZED USE OF THE SERVICE. YOU ARE SOLELY RESPONSIBLE FOR ALL DATA MADE AVAILABLE TO OR BY THE SERVICE OR D2L. IF LAW PROHIBITS A FULL WAIVER OF LIABILITY D2L'S MAXIMUM LIABILITY UNDER THIS AGREEMENT IS FIVE HUNDRED ($500) USD.
- IDENTITY THEFT. D2L DOES NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF END USERS OF THE APPLICATIONS, NOR DOES IT HAVE ANY OBLIGATION TO MONITOR THE USE OF THE APPLICATION BY ANY END USERS. D2L DISCLAIMS ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION.
- No Guarantee of Continued Use or Availability
- D2L reserves the right to modify, update, supplement, limit, discontinue, remove or disable access to part or all of the Application without notice to You. D2L shall not be liable to You or any third party should it exercise these rights. From time to time, D2L may make available updates or upgrades to the Application through software download or other means. Downloads may occur automatically without the need for any act on Your part, or it may require You to download manually updates or upgrades. Certain functions of the Application may be modified or discontinued as a result of any update or upgrade, or may not be available if You have not downloaded all updates and upgrades made available by D2L.
- Termination Rights. You may terminate this Agreement at any time, on written notice to D2L. This notice will be effective upon D2L's processing Your notice. D2L may terminate this Agreement and Your licence to use and access the Application at any time, with or without notice. This cancellation shall be effective immediately or as may be specified in the notice. Upon termination, You will no longer be able to access or use the Application.
- General Terms
- Waiver and Indemnity. By using the Application, You agree to indemnify, defend, and hold harmless (or if prohibited by the laws of Your jurisdiction, to the fullest extent of the law, You are liable to), D2L, its directors, officers, employees, affiliates, subsidiaries, agents, contractors, licensors and licensees with respect to any damages, losses and costs, including attorneys' fees and costs, related to all third party claims, charges, and investigations, caused by (1) Your failure to comply with this Agreement, including Your submission of Objectionable Data or other content that violates third party rights or applicable laws, (2) any content you submit using the Application, (3) any breach of privacy claims made by You and (4) Your use of, misuse of or inability to use the Application.
- No Waiver. The failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision. All rights under this Agreement are in addition to any other rights and remedies provided by law or in equity.
- EXPORT RESTRICTIONS. THE APPLICATION MAY BE SUBJECT TO CANADIAN, U.S. OR INTERNATIONAL EXPORT LAWS AND REGULATIONS. YOU MUST COMPLY WITH ALL APPLICABLE CANADIAN, U.S. OR INTERNATIONAL EXPORT LAWS AND REGULATIONS. THESE LAWS INCLUDE RESTRICTIONS ON DESTINATIONS, END USERS AND END USE.
- No Third Party Rights. This Agreement is for the benefit of You and D2L only. None of its provisions are for the benefit of, or enforceable by, any third party. No third party shall have the right to (i) rely on the Application provided by D2L or (ii) seek to impose liability on D2L as a result of the Application.
- Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable the remaining terms and provisions shall continue in full force and effect.
- Survivability. All provisions which must survive in order to give effect to their meaning, shall survive any expiration or termination of this Agreement.
- Governing Law. This Agreement is formed in and governed by the laws of the Province of Ontario, Canada without regard to its conflict of laws principles. Legal action arising pursuant to this Agreement shall be filed in the courts of the Province of Ontario, Canada. The United Nations Commission on International Trade Law Convention on Contracts for the International Sales of Goods and Related Transactions is specifically excluded. The parties waive any right to a jury trial.
- Contact Information. Any notices, questions, complaints or claims with respect to this Agreement should be directed to:
151 Charles Street West, Suite 400
Kitchener, Ontario, Canada N2G 1H6
Attn: Legal Department
I have reviewed and am prepared and authorized to accept this Agreement.
Date last modified: 27 March 2017