Blackboard/Facebook Sync - Terms of Use

Posting this here as much so I can remember to go back through it as anything else.  Assuming it's ok, but I want to get a really good sense of what our users experience may be, and everything they'd be agreeing to:

"TERMS OF USE FOR BLACKBOARD SYNC™ APPLICATION FOR FACEBOOK ("Blackboard Sync")
Welcome to Blackboard Sync™. Please feel free to browse, enjoy, and learn. Blackboard Inc. ("Blackboard") provides the Blackboard Sync application (including printed materials, and electronic or "online" documentation and/or related items)(collectively, "Blackboard Sync") to you, subject to the following Terms of Use ("TOU"), which may be updated from time to time without notice to you.

You can review the most current version of our TOU at any time through http://wiki.blackboardsync.com/display/SYNC/Terms+of+Use.  Blackboard may offer other services or applications from time to time that may be governed by different Terms of Use.

By accessing, browsing, and using Blackboard Sync, you accept, without limitation or qualification, these TOU. If you do not wish to be bound by these TOU, you may not access or use Blackboard Sync™.

YOU MAY NOT ACCESS OR USE BLACKBOARD SYNC IF YOU ARE UNDER THE AGE OF THIRTEEN (13).

1. Blackboard Sync Application.

You may access or use Blackboard Sync solely in accordance with TOU, and any applicable Facebook® terms of use (such as those found at www.facebook.com/terms.php) ("Facebook TOU"). Blackboard Sync incorporates various intellectual property rights, that may, include, without limitation, copyrights, trademarks, patents, trade secrets and other proprietary rights (collectively, the "Intellectual Property Rights"). While you have been provided with access to Blackboard Sync, Blackboard retains all rights, title and interests in and to the computer software comprising Blackboard Sync and all Intellectual Property Rights embodied therein.  Blackboard Sync is protected by U.S. and foreign copyright laws and international copyright treaties, as well as by other such intellectual property laws and treaties. Blackboard Sync is licensed (and not sold) to you, and any and all rights not expressly granted to you herein are reserved by Blackboard.

You may access and use Blackboard Sync only for your own personal, non-commercial use

Blackboard may from time to time, at its sole discretion, make an upgrade or other such revised version of Blackboard Sync (an "Upgrade") available to you that will be subject to these TOU.

Blackboard reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, with or without notice, Blackboard Sync (or any part thereof). You agree that Blackboard will not be liable to you or to any third party for any modification, suspension, or discontinuance of Blackboard Sync.

In order to use Blackboard Sync, you must obtain access to the World Wide Web, either directly or through devices that access web-based content, and pay any service and/or telephony fees associated with such access.  In addition, you must provide all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device.

2. Privacy Policy

Because like you, we are Internet users concerned about privacy, we also are concerned about your right to privacy while accessing and using Blackboard Sync. Please take the opportunity to review our PRIVACY POLICY at http://www.blackboard.com/company/privacy.aspx.

3. Registration Obligations

In consideration of your use of Blackboard Sync, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the Blackboard Sync's registration form (such information being "Your Data"), and (b) maintain and promptly update Your Data to keep it true, accurate, current and complete.  If you provide any information that is untrue, inaccurate, not current or incomplete, or Blackboard has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Blackboard has the right to suspend or terminate your account and refuse any and all current or future use of Blackboard Sync, or any portion thereof.

To use Blackboard Sync, you may need to register and provide your Blackboard Learning System™ and/or Scholar® credentials (username and password) to Blackboard. The information you provide Blackboard during the registration process will help us in offering customer service and network management. You are solely responsible for maintaining the confidentiality of your credentials. In the event that you are a minor, Blackboard reserves the right to provide access to your account to your parents, guardian or other authorized adult, upon such adult's request.  For additional information on how we use your information, please see our PRIVACY POLICY.

If you reside in the European Union, upon registration you will be indicating your explicit consent that the personal information you have provided may be transferred and stored in countries outside the EU, including the United States. If you fail to provide your consent, you will not be permitted to access Blackboard Sync for which registration is required. Your personal information shall only be used in accordance with Blackboard's PRIVACY POLICY.

By providing your registration information to Blackboard (including but not limited to user identification data and passwords), you agree that you are not in violation of any policy of your instituion and that Blackboard may store such information and/or utilize it in association with Blackboard Sync or otherwise.

4. Content   

You acknowledge that Blackboard is not resonsible for any content in Blackboard Sync, the Facebook website or any other Facebook application, and agree to indemnify and hold Blackboard, and its affiliates, officers, agents, partners, and employees, harmless from any claim or demand, including reasonable attorney's fees, made by any third party due to or arising out of such content.

5. Copyright

You acknowledge that Blackboard Sync, any underlying technology used in connection with Blackboard Sync and all software, material, information, communications, text, graphics, links, electronic art, animations, audio, video, photos, and other data, but excluding any content stored within the Blackboard Learning System™ (collectively, the "Content") available within Blackboard Sync are provided by Blackboard or third-party providers and are the copyrighted works of Blackboard and/or such third parties. Except as expressly authorized by Blackboard or such third parties in this TOU or as may be posted on Blackboard Sync, you may not copy, reproduce, publish, distribute, modify, create derivative works of, rent, lease, sell, transfer, display, transmit, compile or collect in a database, or in any manner commercially exploit any part of the Content or Blackboard Sync, in whole or in part.

6. Conduct

You may only access and use Blackboard Sync for lawful purposes. You are solely responsible for the knowledge of and adherence to any and all laws, rules, and regulations pertaining to your use of Blackboard Sync. You agree that you will not: (i) use Blackboard Sync to commit a criminal offense or to encourage conduct that would constitute a criminal offense or give rise to a civil liability, or otherwise violate any local, state, Federal, or international law or regulation, including, but not limited to, export control laws and regulations governing the transmission or retransmission of technical data from the United States; (ii)  alter, damage, or delete any Content or other communications that are not your own or to otherwise interfere with the ability of others to access or use Blackboard Sync; (iii) disrupt the normal flow of communication or otherwise act in a manner that negatively affects other users' ability to engage in real-time exchanges; (iv) claim a relationship with or to speak for any individual, business, association, institution, or other organization for which you are not authorized to claim such a relationship; (v) upload, post, e-mail, or otherwise transmit any unsolicited advertising, promotional materials, or other forms of solicitation to other users unrelated to Blackboard Sync including, without limitation, "junk mail," "spam," "chain letters," or "pyramid schemes"; (vi) interfere with or disrupt Blackboard Sync or servers or networks connected to Blackboard Sync, or disobey any requirements, procedures, policies, or regulations of networks connected to Blackboard Sync; (vii) collect or store personal data about other users; (viii) reproduce, duplicate, copy, use, distribute, sell, resell, or otherwise exploit for any commercial purposes, any portion of Blackboard Sync; (ix) harm minors in any way; or(x) stalk or otherwise harass another.

7. Disclaimer of Warranty

BLACKBOARD IS NOT RESPONSIBLE FOR ANY INFORMATION OR CONTENT CONTAINED WITHIN OR ASSOCIATED WITH BLACKBOARD SYNC AND MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION CONTAINED ON BLACKBOARD SYNC FOR ANY PURPOSE OR AUDIENCE OR ABOUT ITS LEGITIMACY, LEGALITY, VALIDITY, ACCURACY, CORRECTNESS, RELIABILITY, QUALITY, STABILITY, COMPLETENESS, OR CURRENTNESS. ALL SUCH INFORMATION IS SOLELY PROVIDED BY THIRD PARTIES OR OTHER USERS OF BLACKBOARD SYNC.

YOU AGREE THAT YOUR ACCESS AND USE OF BLACKBOARD SYNC IS AT YOUR OWN RISK. NEITHER BLACKBOARD, NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, OR AGENTS WARRANT THAT BLACKBOARD SYNC WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF BLACKBOARD SYNC OR AS TO THE ACCURACY, RELIABILITY, SUITABILITY OR CONTENT OF BLACKBOARD SYNC.

BLACKBOARD SYNC IS PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR AUDIENCE, AND NON-INFRINGEMENT. IN NO EVENT WILL BLACKBOARD OR ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES (EVEN IF BLACKBOARD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF YOUR USE OF OR INABILITY TO ACCESS BLACKBOARD SYNC OR USE BLACKBOARD SYNC, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS, LOSS OF GOODWILL, LOST BUSINESS, LOST DATA, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER DAMAGES OR LOSSES THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETIONS OF FILES, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT LIMITED TO ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO BLACKBOARD'S RECORDS, PROGRAMS, OR SERVICES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES BLACKBOARD'S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.  NOTHING IN THESE TOU SHALL AFFECT THE STATUTORY RIGHTS OF ANY CONSUMER OR EXCLUDE OR RESTRICT ANY LIABILITY FOR DEATH OR PERSONAL INJURY ARISING FROM THE NEGLIGENCE OR FRAUD OF BLACKBOARD.

8. Indemnification

You agree to indemnify and hold Blackboard, and its affiliates, officers, agents, partners, and employees, harmless from any claim or demand, including reasonable attorney's fees, made by any third party due to or arising out your use of Blackboard Sync, your connection to Blackboard Sync, your breach of the TOU or the Facebook TOU, and your violation of any of your institution's policies.

9. Trademark Notice

Blackboard Sync, Blackboard. (design), Blackboard®, Blackboard (digital design and word),  Blackboard.com®, Blackboard.com (design and word), My Blackboard®, Powered by Blackboard(SM), Powered by Blackboard (design and word), Blackboard logos are the  trademarks, service marks, trade dress, and logos of Blackboard Inc. All other trademarks, service marks, trade dress, and logos used in Blackboard Sync are the trademarks, service marks, trade dress, and logos of their respective owners.

10. Designated Agent

The Digital Millennium Copyright Act, signed into law on October 28, 1998, amended the copyright law to provide limitations for service provider liability relating to material online. In compliance with such Act, Blackboard has registered a Designated Agent with the United States Copyright Office to receive notice of alleged copyright infringements contained on the Blackboard Services. All inquiries into alleged copyright infringement on the Blackboard Services should be sent to Blackboard, c/o Teresa Frazier, 650 Massachusetts Avenue, N.W., 1st Floor, Washington, D.C. 20001.

11. Local Laws; Export Control

Blackboard controls and operates Blackboard Sync from its headquarters in the United States and makes no representation that the Content is appropriate or available for use in other locations. If you use Blackboard Sync from other locations, you are responsible for compliance with applicable local laws, including, but not limited to, export and import regulations of other countries. Unless otherwise explicitly stated, all marketing or promotional materials found on the Blackboard Sync are solely directed to individuals, companies, or other entities located in the United States.

12. Termination

You may discontinue your utilization of or access to Blackboard Sync at any time. The TOU will continue to apply to all past use of Blackboard Sync by you. You acknowledge and agree that Blackboard and its affiliates may terminate or block your use of all or part of Blackboard Sync without prior notice for any reason, including, without limitation, if Blackboard believes you have engaged in conduct prohibited by this TOU or the Facebook TOU.

13. Governing Law

This Agreement is entered into in the District of Columbia and shall be construed in accordance with the laws of the District of Columbia, exclusive of its choice of law rules. Each party to this TOU submits to the exclusive jurisdiction of the state and federal courts having jurisdiction in the District of Columbia, and waives any jurisdictional, venue, or inconvenient forum objections to such courts.

14.  General

In any action to enforce this TOU, the prevailing party will be entitled to costs and attorney fees. In the event that any provisions of this TOU are held to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this TOU shall otherwise remain in full force and effect. This TOU and any posted guidelines or rules applicable Blackboard Sync constitutes the entire understanding between the parties pertaining to the subject matter hereof, and any prior written or oral agreements between the parties are expressly canceled.  Please report any violations of the TOU to webmaster@blackboard.com."