We may make changes to the Agreements at any time, but will alert you that we are doing so by giving notice via the Services or by some other means. By registering for, accessing, or using any Services after any changes have been made, you signify your agreement to the modified Agreements and all of the changes, which will be effective immediately unless we notify you of a later effective date. If the changes are not acceptable to you, you should discontinue use of the Services.
Through the Services, Memoria College offers online courses, programs, and other offerings in specific areas of study or on particular topics (each, a “Program”). Memoria College reserves the right to cancel, interrupt, or reschedule any Program or modify its content as well as the point value or weight of any assignment, exam, or other evaluation of progress that may be provided in connection with any Program. Programs are subject to the Agreements, including without limitation the Warranty Disclaimer and Limitation of Liability sections below.
Memoria College may offer a credential or other acknowledgment for participants who have satisfactorily demonstrated mastery of the Program material. The decision to award any such credential or other acknowledgment to a given participant will be solely within the discretion of Memoria College. Memoria College may choose not to offer any credential or other acknowledgment for some Programs. In addition, Memoria College may decide in its sole discretion whether to provide a record concerning a participant’s performance in a Program. The format of any credential or other acknowledgment, and of any record of performance, provided by Memoria College relating to the Programs will be determined by Memoria College in its sole discretion and may vary from Program to Program.
You agree that you are responsible for your own use of the Services and for your User Content, as well as any content of others that you submit, post, contribute, publish or distribute on any of the Services. “User Content” includes all content, in whatever format, submitted, posted, contributed, published or distributed on any of the Services by a user, including but not limited to all notes, questions, answers, comments, text, pictures, videos and file uploads. In some Programs, users may contribute by speaking or appearing on camera, and User Content may include transmissions or recordings of a user’s voice and/or image. You agree that you will use the Services in compliance with the Agreements and all applicable local, state, national and international laws, rules and regulations, including privacy and copyright laws, any laws regarding the transmission of technical data exported from your country of residence, and all United States export control laws.
THE FOLLOWING KINDS OF CONTENT (“PROHIBITED CONTENT”) ARE STRICTLY PROHIBITED ON THE SERVICES:
1. Content that defames, harasses, discriminates against, harms or threatens others;
2. Content that discusses illegal activities, with the intent to commit them;
3. Content that infringes or misappropriates intellectual property rights;
4. Content that you do not have the right to disclose;
5. Profane, pornographic, obscene, indecent or unlawful content;
6. Advertising or any form of commercial solicitation;
7. Content related to partisan political activities; and
8. Content that contains intentionally inaccurate information or that is posted with the intent of misleading others.
Memoria College reserves the right to remove Prohibited Content of which it becomes aware, but is under no obligation to do so.
In addition, you agree not to (a) use any of the Services in any manner intended to damage, disable, overburden or impair any part of any of the Services or the computer equipment or network(s) connected to any of the Services or to disrupt or interfere with any Program or any other user’s use and enjoyment of any of the Services; (b) attempt to gain unauthorized access to any of the Services, other accounts, computer equipment or networks connected to any of the Services through hacking, password mining or any other means; (c) obtain or attempt to obtain any materials or information on or via any of the Services not intentionally made available through the Services; (d) copy or use any portion of any of the Services other than as expressly allowed under the Agreements; (e) use any high volume, automated, or electronic means to access any of the Services (including without limitation robots, spiders or scripts); (f) frame any of the Services, place pop-up windows over its pages, or otherwise affect the display of its pages; or (g) force headers or otherwise manipulate identifiers in order to disguise the origin of any communication transmitted through any of the Services.
If you participate in any Program, you agree to complete all work, including any exams, associated with each Program in which you may be enrolled with your own, original work and only your own, original work, and you agree not to engage in any activity that would dishonestly improve your results, or improve or hurt the results of others. In addition, unless otherwise stated in the respective Program, you agree that any exams, quizzes or questions provided in connection with each Program are for your individual use only. Copying, capturing, transmitting or providing all or any part of the exams, quizzes or questions to any other person infringes Memoria College’s rights and is strictly prohibited. Memoria College reserves the right to pursue any and all legal remedies against you if you violate this Agreement.
4. User Accounts and User Registration
In order to participate in most Services, you must register for a personal account on the relevant Service (a “User Account”) by providing an email address and a password for your User Account, as well as any additional information required herein or on the relevant Service. If a virtual classroom program is offered by Memoria College, participants in the virtual classroom program may not be required to register for a User Account. Instead, Memoria College may choose to provide such participants with separate credentials necessary to register for and access the program (a “Login Credential”). You agree that you will never divulge or share access or access information to your User Account or Login Credential with any third party for any reason. You also agree that you will create, use, and/or access only one User Account or Login Credential, and that you will not access the Services using any User Account or Login Credential other than your own.
You agree to notify us immediately upon becoming aware of or suspecting any unauthorized use of your User Account or Login Credential. We will not be responsible for any loss or damage arising from unauthorized access to your User Account or Login Credential.
In registering for a User Account or obtaining a Login Credential, or completing an application and registering for a Program, you may be prompted or required to enter additional information, including but not limited to your name and location. Additional information may be required to confirm your identity, and different or additional information may be required depending on your use of the Services or enrollment in Programs. You warrant that all such information provided by you is accurate, current, complete, and complies with your obligations under the Agreements. You also agree to maintain and update such information to keep it accurate, current and complete. You acknowledge that if any such information provided by you is untrue, inaccurate, not current or incomplete, we reserve the right to terminate your use of any or all of the Services, in our sole discretion.
5. License Grant to You; Memoria College’s Intellectual Property Rights
“Memoria College Content” means all content or other material, in whole or in part, available through the Programs or otherwise via the Services, including but not limited to lectures, speeches, discussions, comments, video lessons, quizzes, tests, presentation materials, homework assignments, programs, code, and other images, text, layouts, arrangements, displays, illustrations, documents, materials, audio and video clips, HTML and files. All Memoria College Content is the property of Memoria College and/or its affiliates or licensors and is protected by copyright, patent and/or other proprietary intellectual property rights under United States and foreign law.
Memoria College logos, trademarks and service marks that may appear in the Services (“Marks”) are the property of Memoria College and are protected under United States and foreign laws. All other trademarks, service marks and logos used in the Services, with or without attribution, are the trademarks, service marks or logos of their respective owners.
Memoria College and/or its affiliates and licensors reserve all rights not expressly granted herein to the Programs, Services, Memoria College Content, and Marks.
6. User Submissions
The Services may also provide you with the ability to upload or send information to Memoria College regarding the Services (“Feedback”). By submitting Feedback, you hereby grant Memoria College an irrevocable license to use, reproduce, modify, adapt, make derivative works of, distribute, publicly perform, publicly display and otherwise disseminate and make available such Feedback, in any manner or medium now known or later developed, and to authorize others to do the foregoing.
Unless otherwise expressly agreed in writing by Memoria College, full payment for participation in a Program is required at the time of registration. Specific payment requirements and related terms may be provided to you at the time of registration on the applicable Program-specific web page or otherwise on the applicable Service.
If you withdraw before the start of a Program, you may be eligible, at Memoria College’s discretion, for a refund of all or part of course expenses, minus a processing fee. If you withdraw after the start of the Program, or if you are found to be in violation of the Agreements or any other Memoria College or Program-specific policy, you will not be issued a refund unless Memoria College elects to do so.
9. Termination of Services
You agree that Memoria College, in its sole discretion, may terminate your use of any or all of the Services or your participation in any Program, for any reason or no reason, and that Memoria College shall not have any liability to you for any such action; provided, however, that if Memoria College terminates your participation in a Program other than for cause (including, without limitation, your failure to comply with any term of the Agreements), you will receive a pro-rata refund of any fees you paid in connection with the Program. You further acknowledge that for the purpose of any Program your sole relationship with Memoria College is as defined in the Agreements.
The Services may include hyperlinks to websites or applications maintained or controlled by others. Memoria College is not responsible for and does not routinely screen, approve, review or endorse the contents or use of any of the products or services that may be offered at these websites or applications. If you decide to access linked third-party websites or applications, you do so at your own risk.
Account registration and participation in any Program or other Service is generally restricted to those individuals 18 years of age or older who are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties herein. In addition, those who wish to register and participate in any Program or other Service must meet any other minimum requirements set forth in the Agreements. Programs may have additional eligibility or admission requirements, as specified on the applicable Program section of the Services. If you do not qualify or do not agree to these terms, you may not use the Services.
12. Choice of Law; Dispute Resolution
You agree that the Agreements and any claim or dispute arising out of or relating to the Agreements, any Program or other Service, or any content obtained from or through any of the Services will be governed by the laws of the Commonwealth of Kentucky, excluding its conflicts of law principles. You agree that all such claims and disputes will be heard and resolved exclusively in the federal or state courts located in and serving Jefferson County, Kentucky, U.S.A. You consent to the personal jurisdiction of those courts over you for this purpose, and you waive and agree not to assert any objection to such proceedings in those courts (including any defense or objection of lack of proper jurisdiction or venue or inconvenience of forum).
13. Disclaimers of Warranty; Limitations of Liability
EXCEPT INSOFAR AS THE FOLLOWING LIMITATION MAY BE PROHIBITED BY APPLICABLE LAW, MEMORIA COLLEGE SHALL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, PUNITIVE, SPECIAL OR INCIDENTAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR EARNING POWER, LOSS OF DATA, LOSSES DUE TO ERRORS OR INTERRUPTION IN AVAILABILITY OF ANY SERVICES, UNAVAILABILITY OF ANY PROGRAM, SERVER OR COMMUNICATIONS FACILITY, OR DAMAGES DUE TO ACTS OR OMISSIONS OF OTHERS USING ANY SERVICE OR PARTICIPATING IN A PROGRAM), ARISING OUT OF OR RELATING TO THE AGREEMENTS, THE SERVICES OR THE PROGRAMS, INCLUDING WITHOUT LIMITATION YOUR AND OTHERS’ USE OF OR INABILITY TO USE ANY SERVICE, OR YOUR PARTICIPATION IN ANY PROGRAM, OR YOUR SUBMISSION OR USE OF USER CONTENT, OR OTHERS’ USE OF YOUR USER CONTENT, OR YOUR INTERACTION WITH OTHER PROGRAM PARTICIPANTS (WHETHER ONLINE OR IN PERSON), OR YOUR RELIANCE UPON INFORMATION OBTAINED FROM OR THROUGH ANY PROGRAM OR SERVICE, WHETHER BASED IN CONTRACT, TORT, STATUTORY OR OTHER LAW. MEMORIA COLLEGE’S TOTAL CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THE AGREEMENTS, THE SERVICES OR THE PROGRAMS (INCLUDING, WITHOUT LIMITATION, IN THE WAYS DESCRIBED IN THE PRECEDING SENTENCE), WHETHER BASED IN CONTRACT, TORT, STATUTORY OR OTHER LAW, WILL NOT EXCEED THE GREATER OF (1) THE TOTAL AMOUNT OF FEES RECEIVED BY MEMORIA COLLEGE FROM YOU OR ON YOUR BEHALF FOR OR IN CONNECTION WITH THE SERVICES AND ANY PROGRAMS IN ANY TWELVE MONTH PERIOD OR (2) U.S.$100. THE DISCLAIMERS AND LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WHETHER OR NOT MEMORIA COLLEGE HAS BEEN NEGLIGENT OR OTHERWISE AT FAULT.
FOR PURPOSES OF THE FOREGOING DISCLAIMERS AND LIMITATIONS, AS WELL AS THE INDEMNITY IN SECTION 14 BELOW, “MEMORIA COLLEGE” INCLUDES MEMORIA COLLEGE, INC., ALSO KNOWN AS MEMORIA COLLEGE, THE MEMBERS OF ITS GOVERNING BOARDS, AND ITS OFFICERS, FACULTY MEMBERS, EMPLOYEES, AGENTS, ATTORNEYS, CONTRACTORS, AND REPRESENTATIVES.
CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THE LAWS OR REGULATIONS OF THESE JURISDICTIONS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
You agree to indemnify and hold harmless Memoria College (as defined for this purpose in Section 13 above) from any and all claims, liabilities, damages, losses and expenses, including reasonable attorneys’ fees and costs, relating to or arising out of (a) your use or attempted use of any of the Programs or other Services in violation of the Agreements; (b) your violation of any law or rights of any third party; or (c) information or content that you post or otherwise make available through any Program or otherwise via any of the Services, including without limitation any claim of infringement or misappropriation of intellectual property or other proprietary rights.
Memoria College may freely transfer or assign any portion of its rights or delegate its obligations under the Agreements. You may not transfer or assign, by operation of law or otherwise, any portion of your rights or delegate your obligations under the Agreements without the prior written consent of Memoria College, and any attempted such transfer or assignment shall be void and of no effect.