<script src="/sites/all/modules/openwebu_functions.js"></script><img style="cursor:pointer;" src="/themes/bealestreet/images/print_icon.jpg" alt="Print" title="Print" onClick="printit()"><br><br>OPENWEBU TERMS OF SERVICE

I. INTRODUCTION
Welcome to OpenWebU.  The OpenWebU website (the “Site”), the services provided (the “Service”) and the software available for download from OpenWebU or the Site in connection with the Services (the “Software”) are owned, operated and maintained, as applicable, by OpenWebU (“we”, “our”, “us”, or the “Company”).  

By (1) registering, using or accessing the Site or Services; or (2) downloading, accessing, installing or using the Software, you agree to the terms and conditions set forth below (the “Terms”).  

OpenWebU reserves the right to change, update and revise the Terms of Service from time to time in our sole and absolute discretion with or without notice to you, by posting the most current version of the Terms of Service at http://www.OpenWebU.com/termsofservice.  The most current version of the Terms will  supersede all previous versions.  Your use of the Site means that you agree to be bound by the changes in Terms of Service. 

If these Terms or any future changes are unacceptable to you, your sole remedy is to cancel your Service.  If you do not accept and agree to these terms, do not complete the registration process and do not use the site.  

Consequently, it is important that you take the time to read the below agreement (“Terms of Service”) carefully.   

The following Terms of Service apply to all versions of the Service, whether they be Free, Trial, ALPHA, BETA, Pre-Release, Full Release versions of the Service.

You can accept the Terms of Service by:
a.  Clicking to accept or agree to the Terms of Service, where this option is made available to you by OpenWebU in the user interface for any Service; or
b. By actually using the Services. In this case, you understand and agree that OpenWebU will treat your use of the Services as acceptance of the Terms from that point onwards.

The initial term of this Agreement and these Terms will commence on the date that you click the "I AGREE" button to these Terms (or the first date on which you use the Service, whichever comes first) and will remain in effect until you cancel your service.  

You agree that you are Eligible to use the Service:
1.	You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with OpenWebU, or (b) you are a person barred from receiving the Services under the laws of the United States or other countries including the country in which you are resident or from which you use the Services.
2.	The Service is intended for Adult use only. All users must be 13 years or older to access and use the Service. In accordance with the Federal Children's Online Privacy Protection Act of 1998 (COPPA). OpenWebU will never knowingly solicit nor will it accept personally identifiable information from users known to be under thirteen (13) years of age.
3.	Various U.S. agencies have sanctions in place that substantially regulate or ban all trade with particular countries (including Cuba, Iran, Iraq, Libya, North Korea and other countries). Federal agencies have also banned or regulated trade between U.S. persons with certain organizations, businesses and persons. As a result, OpenWebU does not permit the registration, use or access of the Site with or to those countries, organizations, businesses or persons.

OpenWebU reserves the right to terminate your use of the Services upon the discovery that you are ineligible.

II.  PRIVACY
Any personal information submitted in connection with your use of the Site is subject to our Privacy Policy, the terms of which are incorporated into the Terms.  Please review our Privacy Policy at http://www.openwebu.com/privacypolicy to understand our practices. 

III.  SERVICES
Through our Services, Site and Software, we enable You the  Users (“Students” or “Publishers”) to connect with independent content providers (the “Publishers”) who provide on-line instructional content related to professional development through our proprietary online class format (the “Classes”).  The Services include, without limitation, facilitating and hosting online Classes and online Class content.  The Services are integrated with a Third Party payment processing engine such as Authorize.net, which handles on-line payment and billing.  

IV. CONNECTIVITY COSTS AND EQUIPMENT
You are solely responsible for all service, telephony and/or other fees and costs associated with your access to and use of the Services and for obtaining and maintaining all telephone, computer hardware and other equipment required for such access and use. 
 
V.  FEES
Signing up for OpenWebU, registering and viewing classes listed is free. 
1.	We charge Publishers an annual fee to list or publish classes onto the Site.  Before agreeing to list their class, Publishers must agree to OpenWebU’s Listing policy found online at http://www.openwebu.com/listpolicy and pay the required listing fees.  
2.	We also charge Publishers fees if they request OpenWebU to convert and upload content on their behalf.  Before Publishers can have OpenWebU convert and/or upload their content, they must agree to additional terms online and pay the required fees http://www.openwebu.com/convertpolicy. 
3.	Publishers set their own prices for Classes they publish at any price above the minimum price.  
4.	When a Student buys a Class, the Student pays OpenWebU.  OpenWebU charges a commission for every completed transaction using the Site.   
5.	When Publishers or Students buy a Class or any Service (Listing, Conversion and/or Upload) from OpenWebU, OpenWebU is irrevocably  obligated to make payments to deliver its Service.   Consequently, any purchase made of OpenWebU Classes or Services constitutes an irrevocable instruction to OpenWebU.  All sales are final.  Once OpenWebU has paid funds to execute Services, OpenWebU may not be entitled to demand return of the funds. You as Users therefore agree, as a condition of using Paypal, NOT to ask your credit card company or Paypal to charge back any amount to OpenWebU for any reason. 
6.	At the beginning of every month, OpenWebU reviews the transactions from the prior calendar month, and sends the Publishers the profit they have earned as soon as it exceeds $100 through Paypal.  The profit is defined as the revenue less commissions and the annual listing fee.   Users will receive the profit through Paypal, less any transmission fees assessed by Paypal.   
7.	Publishers are responsible for paying all fees and applicable taxes associated with our sites and services in a timely manner with a valid payment method. 
8.	In the event you as a Student or Publisher do ask for a chargeback for a payment you have authorized, or if for any reason OpenWebU fails to receive payments you have authorized, you hereby agree to repay OpenWebU for such amounts OpenWebU needs to pay for securing such payments including charging other payment methods on file with us, plus reasonable attorneys’ fees and costs of collection.  OpenWebU reserves the right to terminate Service to you in addition to all other rights available to OpenWebU. We may also make appropriate reports to credit reporting agencies, financial institutions, tax agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution. 
9.	We may deduct any amounts from profits to the Publishers related to any deficiencies, losses or costs that we have incurred as a result chargebacks.   
10.	When you use any OpenWebU service to buy Classes or convert and/or upload video, you have an opportunity to review and approve the fees that you will be charged.   These services include the fee assessed to Students for a one-time purchase of a class; the fee assessed to Publishers for converting and/or uploading content. 
11.	The annual listing fee for Publishers will be automatically charged thirty (30) days prior to the end of the current Initial or Renewal Term for an annual term, at the OpenWebU then-current rates and charges if the Publishers fail to notify OpenWebU of their intent not to renew their listing.
12.	We may change fees from time to time.  We may choose to temporarily change the fees for our services for promotional events (for example, free listing days) or new services.  Such changes are effective when we post the temporary promotional event or new service on the sites.  
13.	Unless otherwise stated, all fees are quoted in U.S. Dollars.  OpenWebU is not responsible for any currency fluctuations that occur when billing or crediting a credit or debit card denominated in a currency other than US Dollars. 
14.	By signing this Terms of Service, you agree not to circumvent or manipulate our fee structure, billing process, or fees owed to OpenWebU.

VI. GENERAL DISCLAIMER
The Site is a marketplace for Publishers and Students for professional training.  We do not hire or employ Publishers.  We are not the agents of Publishers, and Publishers are not our agents.  We are not responsible or liable for any interactions involved between the Publishers and their Students.  We are not responsible for disputes, claims, losses, injuries, or damage of any kind that might out of or related to the conduct of Publishers or Students.  Any disputes in connection with Services between Publishers and Students remain between them.  You acknowledge that OpenWebU will not be a party to any such dispute or be obligated to take any action or refrain from taking any action toward resolving any such dispute. 

We do not control Submitted Content (as defined below) posted on the Site and, as such, do not guarantee in any manner the reliability, validity, accuracy or truthfulness of such Submitted Content.   
1.	You understand that you use the Services at your own risk because the website effectively serves as a public bulletin board without formal review.  Submitted Content may be posted by any User. You also understand that by using the Site you may be exposed to Submitted Content that is offensive, indecent, or objectionable.  
2.	You understand that such Submitted Content may violate OpenWebU’s Terms of Service.  If you encounter such content that violates OpenWebU’s policies, you agree to communicate such concerns and will report this through the “Report This” link on the specific content itself or send an email to support@openwebu.com before taking any legal action.  
3.	You agree that while OpenWebU has no obligation to act on concerns reported, OpenWebU will make an effort to enforce its policies regarding restricting the website to posting of professional content as defined by OpenWebU.  OpenWebU reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Content from any Service posted on OpenWebU.
4.	You acknowledge, understand and agree that that although OpenWebU attempts to protect your content, OpenWebU cannot guarantee or warrant the security of your data while it is being transmitted over the Internet and through servers that are out of our control or after we receive the data transmission.  Any data transmissions you make over the internet are done so at your own risk.  We make our best efforts to ensure its security and privacy on our systems.  
5.	As a marketplace, OpenWebU does not represent, warrant or guarantee in any way the quality or content of the Publisher or any User.  OpenWebU also makes expressly disclaims any representation or warranty that any information obtained by you as a result of your use of the Services will be accurate or reliable, and does not guarantee the quality, safety or legality of the Content.   

VII. CONDUCT
1.	You may only access the Site and use the Services for lawful purposes.  You are solely responsible for the knowledge of and adherence to any and all applicable local, state, national and foreign laws relating to your use of the Service. You may not violate any applicable law or regulation; post or transmit any materials that violate any applicable local law.
2.	If you register as a Publisher, you warrant that you are a corporation, partnership or other legal entity duly formed (and incorporated, if applicable) and in good standing where required to do business with all legal authority.  
3.	OpenWebU reserves the right to terminate your use of the Services upon the discovery that you are noncompliant with laws.

VIII. USER OBLIGATIONS
As a User registered with the Site (Publishers or Students), you agree that:
•	You will read and abide by the Fees information listed above before using the Site;  
•	You will not use the Site for any business other than for providing classes and instructional material related to professional training if you are a Publisher; or, if you are a Student, you will not use the website for any purpose than for receiving instructional material in classes related to professional training. 
•	If you are a Publisher, you will not post advertisements for other products and services in any section other than the Other Products section of a class.  If you post advertisements, you cannot post advertisements for any product that you offer on OpenWebU that is identical in format.  If you are a Student, under no circumstances can you post advertisements on OpenWebU.     
•	You are fully responsible for the content you provide, and accuracy of the information.   If you are a Publisher, you will keep your data (as defined below) up-to-date, and respond to users seeking your services in a timely fashion, so as to ensure the quality of service provided to Students and other users of the Site; 
•	In connection with the content you provide, you affirm, represent, and/or warrant that:  you own or have the necessary licenses, rights, consents and permissions to use and authorize us to a non-exclusive, worldwide, sub-licensable right to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all of your content to enable inclusion and use of the content in the manner contemplated by the Site and these Terms of Service.  This includes the ability to exercise publicity and database rights (but no other rights) you have in the content, in any media known now or in the future.  You further affirm, represent and warrant that the content you provide will not defame, invade the right of privacy, or otherwise infringe the rights of any other person or entity.
•	You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) which you may have access to as part of, or through your use of, the Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the “Content”.
•	You will not post any material that is inappropriate, offensive, racist, hateful, abusive, threatening, hostile, promotes violence, contains profanities or vulgarities, obscene, sexist, sex-related, illegal, false, inaccurate, misleading, defamatory or libelous.   
•	You agree that you will not engage in any activity (upload, post, email or transmit) that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).  
a.	You agree that you will not impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure; OpenWebU reserves the right to limit the file download and/or bandwidth capacity of any or all sites in its sole discretion if it deems such limitation to be in the best interests of the operating performance across all sites.
b.	You will not delivers any other unlawful unsolicited email including "spam", chain letters or pyramid schemes to OpenWebU or any users of the Service.  OpenWebU reserves the right to limit the number of e-mails transmitted from its servers for any individual site or group of related sites on a daily basis in its sole discretion. For continued use, additional charges may apply.
c.	You will not engage in any activity that infects the service with software viruses, Trojan horses, worms, files or any programs intended to interrupt, destroy, deface or limit the use, access or functionality of the Service.
•	You agree not to copy, modify or distribute Company Content (as defined below) use OpenWebU’s name or any language, pictures, or symbols that could, in OpenWebU’s judgment, imply OpenWebU’s identity in any (i) written or oral advertising or presentation, or (ii) brochure, newsletter, book, or other written material of whatever nature, without OpenWebU's prior written consent except when advertising content for sale posted on OpenWebU;
•	You agree not to manipulate any Publisher’s listings or interfere with the  provision of their services;
•	You will not attempt to impersonate OpenWebU staff or other OpenWebU members;
•	You agree not to take any action that may undermine the feedback or ratings systems;
•	You agree to comply and support OpenWebU’s privacy policies and adhere to the value of OpenWebU’s community values.

a.	OpenWebU respects the privacy of its users.  We do not sell or rent your personal information to third parties for their marketing purposes without your explicit consent. You agree to follow OpenWebU’s Privacy Policy on http://www.OpenWebU.com/privacypolicy.  
b.	OpenWebU has a statement of community values.  You agree to comply with these values at http://www.OpenWebU.com/communityvalues.
c.	OpenWebU has a statement of copyright protection.  You agree to comply with this policy which is included in this Terms of Service. 

OpenWebU in its sole discretion may, without limiting other remedies, limit, suspend or terminate your access to and use of the Site and Services immediately without notice  for any breach by you of these Terms or any of our applicable policies posted on the site.   OpenWebU, in its sole discretion, may remove content and block user access to any content that it determines violates these policies.  

A. Specific Obligations of Publishers
•	You agree that any material sent or posted to OpenWebU are copies or duplicates of original material.  You understand that you should not send original material to OpenWebU. 
•	You agree that you have the required qualifications, credentials and expertise, including without limitation, education, training, knowledge and skill sets, to teach and offer the services you mention.
•	You agree to respond promptly and professionally to clarifying questions from Students and other users. 

B. Specific Obligations of Students
•	You understand that OpenWebU is a marketplace, and the Users who post content on the website are solely responsible for their content.   OpenWebU is not in any way responsible for the quality of Classes sold on the Site.
•	For Students or Buyers, we expect you to leave objective, balanced ratings and feedback only after you have completed a Class in its entirety.  

 
IX. REGISTRATION AND IDENTITY PROTECTION
To use the Services, you will need to register on the Site and obtain an account, username and password.  When you register, the information you provide to us during the registration will help us in offering content, customer service, and network management.  

You agree to provide accurate, current and complete information in the registration form to register with the Service including name, email address, billing, payment and account information. You agree to keep this information accurate, current and complete.  You agree not to impersonate any person or entity or a false identity or attempt to manipulate identifiers to mislead or disguise the origin of any information used to access the Services.  

OpenWebU reserves the right, at any time commencing from initial registration and onward, to verify any and all information provided in your registration, profile, assignments or other available information contained within the OpenWebU site.  OpenWebU reserves the right to suspend or terminate your use of the Services upon the discovery that the information you provided or posted is not complete or accurate or is otherwise misleading, or upon discovery that you are noncompliant with laws.

You agree and understand that you are solely responsible for maintaining the confidentiality of account(s), username(s) and password(s) (collectively, the “Account”) and for all activities and liabilities associated with or occurring under your Account. 

Accordingly you agree that you will be solely responsible to OpenWebU for all activities that occur under your account, including all content created on, posted to or accessed under your username and password.   

OpenWebU strives to protect your personal information and makes our best effort to ensure its security and privacy on our systems.   However, you acknowledge that OpenWebU is not responsible for maintaining the security of your username and password and cannot ensure or warrant the security of any information you transmit to your website or services.  In particular, you are responsible for making sure that you exit from your Account at the end of each session.  Accordingly, OpenWebU assumes no responsibility, liability or obligations for any loss or damage resulting from your failure to comply with the security of your username and/or password.  OpenWebU assumes no responsibility for any content or material loss that results from your account.  

If you become aware of any unauthorized use of your password or of your account or any other breach of security, you agree to notify OpenWebU immediately at support@openwebu.com.  You understand that you could be held liable for losses incurred by us or another party due to someone else using your Account.

Unless you have been specifically permitted to do so in a separate agreement with OpenWebU, you agree not to sell, trade or resell the Services, assign your Account or your rights associated with this account to another party, for any purpose unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by OpenWebU, in writing.  In cases where you have authorized to do so, you are fully responsible for (i) the online conduct of such users; (ii) controlling the user’s access to and use of the Services; and (iii) the consequences of any misuse.  

X. USER AND PUBLISHER SUBMITTED CONTENT
As materials, information, communications or ideas that you upload, communicate or otherwise transmit or post to us, the Site or the Services by any means (the “Submitted Content”) will be treated as non-confidential and subject to the license below, and may be disseminated or used by us for any purpose whatsoever, including, but not limited to, quality control, developing, manufacturing and marketing our current and/or future Services if it is submitted to the publically accessible parts of our website.  Notwithstanding the foregoing, if your Submitted Content is transmitted to us in the area which is only accessible by Students who have paid for your content, we will do our best to ensure that this Submitted Content will be accessible only to users with the correct access privileges.  However, we do not make any warranties about the safety and security of Submitted Content as outlined in sections XIX and XX. We reserve the right to review the Classes for any purpose. 

XI. LICENSING SUBMITTED CONTENT
While you retain any and all rights in any Submitted Content you make available through the Service, we need certain rights to and in the Submitted Content in order to make the Service available.   

For example, to make the Service available, we may need to (a) transmit or distribute your Content over various public networks and in various media; and (b) make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media.

By uploading or otherwise making available any Submitted Content, you automatically grant and/or warrant that the owner has granted to us a non-exclusive, royalty-free, perpetual, world-wide, irrevocable and transferable license with the right to grant sublicenses through multiple tiers of sublicenses to publicly display, publicly perform, distribute, store, transcode, syndicate, broadcast, reproduce, edit, modify, create derivative works, and otherwise use and reuse your Submitted Content (or any portion or derivative works thereof) in any manner, in any medium, for any purpose to the extent required to modify or deliver the Services.  

This license you grant will end, either the date that the Terms of Service are ended, or the date of expiration of content of the last student who purchased content from you within the Terms of Service, whichever date is later.  

This license enables us to provide the Services and provide access to the Submitted Content and is not intended to otherwise limit your rights to the Content.   OpenWebU claims no ownership, responsibility or intellectual property rights over any of the content or materials you provide to the Service except the license granted herein.

You agree that this license shall permit OpenWebU to take these actions.  You confirm and warrant to OpenWebU that you have all the rights, power and authority necessary to grant the above license.

You hereby waive any and all rights of privacy, publicity, or any other rights of a similar nature in connection with the exploitation of the Submitted Content, or any portion thereof, or of your name, personality, likeness, image or voice in connection with the Submitted Content, or any advertising or publicity relating thereto. 

XII. REMOVAL OF SUBMITTED CONTENT BY US
You acknowledge that we may screen Submitted Content, and that we shall have the right (but not the obligation), in our sole discretion, to remove any Submitted Content that violates these Terms, is objectionable, or for any other reason.  You agree and acknowledge that we may preserve Submitted Content and may disclose Submitted Content if required to do so by law or in the good faith belief that any such preservation or disclosure is reasonably necessary to comply with legal process, enforce these Terms, respond to claims that any Submitted Content violates the rights of third parties or protect our rights, property or personal safety or that of our users and the public. 

XIII. COPYRIGHT
You acknowledge that the Software, the technology underlying the Services, and all other software, designs, materials, information, communications, text, graphics, links, electronic art, animations, illustrations, artwork, audio clips, video clips, photos, images, and other data or copyrightable materials, including the selection and arrangements and other data or copyrightable materials, including the selection and arrangements thereof, provided or made available to you in connection with the Site, the Software or the Services (collectively, the “Company Content” are the proprietary works of us and/or our affiliate  and/or third party providers and suppliers (the “Third Parties”) and are protected, without limitation, pursuant to U.S. and foreign copyright laws. 

You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this Content (either in whole or in part) unless you are the content owner or you have been specifically licensed to do so in writing by OpenWebU.

You agree to comply with OpenWebU’s policy that supports the U.S. Digital Millenium Copyright Act which states that it is criminal to produce and disseminate technology, devices, or services intended to circumvent measures that control access to copyrighted works.  It also criminalizes the act of circumventing an access control, whether or not there is actual infringement of copyright itself.

If you find any violations of copyright or trademarks on the website, you agree to contact OpenWebU promptly by following the steps outlined on http://openwebu.com/DMCA.  

OpenWebU will investigate notices of alleged copyright or trademark infringement and will take action which includes but is not limited to terminating the accounts of  infringers if such infringements have occurred.   In addition, any unauthorized use of the Site or its contents will terminate the limited license granted by us. 

XIV. PROHIBITED USE OF COMPANY CONTENT
Except as expressly authorized by us or in these Terms, you may not copy, reproduce, publish, perform, distribute, disseminate, broadcast, circulate, modify, create derivative works of, rent, lease, sell assign, sublicense, otherwise transfer, display, transmit, compile or collect in a database, or in any manner commercially exploit the Site, the company Content or the Services, in whole or in part.  

You will not, in any manner unless you have been specifically permitted to do so in a separate agreement with OpenWebU, decompile, disassemble,  reverse engineer, change, modify, hack, or otherwise attempt to extract the source code of the Software, the Company Content or the Services, in whole or in part.  

You may not store any significant portion of any Company Content or the Services in any form, whether archival files, computer-readable files or any other medium.  

You may not “mirror” any Company Content or the Services on any server.  Any unauthorized or prohibited use of the Software, Company Content, the Site or the Services may subject the offender to civil liability and criminal prosecution under applicable federal and state laws. 

You agree not to access (or attempt to access) any of the Services other than those granted by your own access privileges.  You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by OpenWebU, unless you have been specifically allowed to do so in a separate agreement with OpenWebU.  

1.	Specifically, you agree not to access (or attempt to access) any of the Services through any automated means (including use of scripts or web crawlers) and shall ensure that you comply with the instructions set out in any robots.txt file present on the Services.   
2.	You agree not to release any automated software or service to obtain information stored, saved or contained on any web page as part of the Service. 


XV. PERMITTED USE OF COMPANY CONTENT
You may download and print a reasonable copies of documentation provided or available in connection with the Company Content for noncommercial personal or educational use only and we grant you a limited, non-perpetual, revocable, nontransferable, non-assignable, non-exclusive, royalty-free license to access and utilize the Services, the Software and the other Company Content for noncommercial personal purposes while these Terms are in full force and effect; provided that (i) any permitted copies of documentation provided or available in connection with the Company Content contain, in an unmodified form, (a) indicating the confidential nature thereof and (b) all copyright and other proprietary rights notices contained in the materials originally provided to you by us and an original source attribution to us and/or the applicable Third Parties; and (ii) you will not modify any of the Company Content except as approved by us in advance in writing.  You acknowledge that we and/or Third Parties, as applicable, hold all right, title and interest in and to all tangible and intangible aspects of the Company Content, the Site and the Services, including without limitation, all patents, copyrights, and trade secrets pertaining thereto, and that, except for the limited rights set forth above, you do not acquire any intellectual property right or license in any of the foregoing by downloading or printing the Company Content or otherwise, including without limitation, by accessing or using the Site, the Company Content or the Services.  These rights granted to you are revocable by us in accordance with these terms.  

XVI. CONFIDENTIAL INFORMATION
You agree to safeguard the Company Content and the Services (collectively, “Proprietary Information”) and to prevent the unauthorized, negligent or inadvertent use or disclose of such Proprietary Information.  You will not, without our prior written approval, directly or indirectly, use or disclose the Proprietary Information to any person or business entity except for a limited number of your employees if you are a Publisher who are on a need-to-know basis and who agree in writing to be bound by the restrictions on use and disclosure set forth in these Terms.  You agree to promptly notify us in writing of any use or disclosure of proprietary Information in violation of these Terms.  

You acknowledge that the use or disclosure of the Proprietary Information in any manner inconsistent with these Terms will cause us irreparable damage and that we will have the right to (i) equitable and injunctive relief to prevent such prohibited use or disclosure, and (ii) recover the amount of all damages (including attorneys fees and expenses) in connection with such prohibited use or disclosure. 
 
XVII. LINKS
The Site or the Services may provide links to non-Company websites or resources (the “Third Party Sites”).  This may include Publishers sending links to Third Party Sites and/or causing Third Party Sites (such as study resources or online education pages) to pop-up for your review.  Because we have no control over Third Party  Sites, you acknowledge and agree that we are not responsible for the availability of Third Party Sites, and do not endorse and are not responsible or liable for any content, advertising, products, services or other materials on or available from Third Party Sites.  You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss cause or alleged to be caused by or in connection with use of or reliance on any such content, advertising, products, services, or other materials available on or through any Third Party Sites or for any mistakes, defamation, libel, slander, omissions, falsehoods, obscenity, pornography, or profanity they may contain. 

XVIII. TRADEMARKS
The trademarks, service marks, and logos (the “Trademarks”) used and displayed on the Site or in any Company Content are registered and unregistered Trademarks of us and others and are protected, without limitation, pursuant to U.S. and foreign trademark laws.  Nothing on the Site, the Services or otherwise should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Site or in connection with the Services, Company Content or Software, without the written permission of the applicable Trademark owner.  

We aggressively enforce our intellectual property rights to the fullest extent of the law.  You may not use the 
Trademarks, either ours or others, in any way without the prior written permission of the applicable Trademark owner.  

We prohibit use of our logo as a “hot” link to any other  World Wide Web site unless approved by us in advance in writing. 


XIX. WARRANTY DISCLAIMER
You acknowledge, understand and agree that while it is OpenWebU’s intent to provide the best possible service, the company content, the site, the services and each portion thereof are provided "As Is" and "As Available".  To the fullest extent possible pursuant to applicable law, we disclaim all warranties either express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, non-infringement or other violation of rights.  We do not warrant or make any representations regarding the use, validity, availability, accuracy, the reliability of, or the results of the use of, security, or completeness of the Company Content, the Site, the Services, each portion thereof or that of any Third Parties. 

XX. LIMITATION OF LIABILITY
While OpenWebU attempts to provide the best service possible, OpenWebU is not responsible for any permanent or temporary cessation in the provision of the services (or any features within the services).  The operation of OpenWebU’s sites may be interfered with by numerous factors outside of our control.  You understand that the above is particularly true because OpenWebU is in Beta, or in a phase of testing the preliminary provision of services.  

Although OpenWebU will make its best effort, OpenWebU makes no warranty that defects in the operation or functionality of any software provided to you as part of the services will be corrected. 

You acknowledge that OpenWebU outsources the handling of its financial transactions to third parties such as Paypal.  OpenWebU is not responsible for the security of your financial information that is handled by third parties. 

You acknowledge that OpenWebU offers a website that is a venue to allow anyone who is registered as a Publisher to sell classes and anyone who is registered as a Student to buy classes, at anytime, from anywhere, in a variety of pricing formats.  OpenWebU is not responsible for other users’ content, actions or inactions, or items they list.  

We are not responsible for disputes, claims, losses, injuries, or damage of any kind that might arise out of or relate to conduct of Publishers or Students or other users of the site. You agree not to hold us (or our agents, employees or publishers) liable for any instruction, advice or services delivered which originated through the site, through any verification service or in connection with the company Content the Services or any portion thereof.  

Neither we, nor third parties warrant the quality, safety, the legality of classes advertised, the accuracy or truth or the completeness of content or listings, text, graphics, links or other items contained in the Company Content, the Site, the Services or any portion thereof or in any reports of verification services.  

Under no circumstances, including, but not limited to, negligence, shall we or third parties be liable for any direct, indirect, special, incidental or consequential damages, including, but not limited to, loss of data or profit, any loss of goodwill or business reputation, any loss or corruption or failure to store data suffered, of procurement or substitute goods or services, other intangible loss arising out of or related to the use, or the inability to use, the Company content, the Site, the Services or any portion thereof, even if we or our authorized representative has been advised of the possibility of such damages.  

If your use of the site, the Company Content, the Services or any portion thereof results in the need for servicing, repair or correction of equipment or date, you assume any costs thereof.  

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages so the above limitations or exclusions may not apply to you.  

Regardless of the previous paragraph, if we are found to be liable, our liability to you or to any third party is limited to the greater of (a) the total fees you paid to us in the 12 months prior to the action giving rise to the liability, and (b) $100. 


XXV. INDEMNIFICATION
You agree that the scope of your indemnification covers the scope of the obligations outlined in these Terms.  

You agree to indemnify, defend and hold harmless us, and our affiliates, officers, directors, agents, partners, employees, licensors, representatives and third party providers (including our affiliates' respective officers, directors, agents, partners, employees, licensors, representatives, and third party providers), from and against all losses, expenses, damages, costs, claims, actions and demands, including without limitation reasonable legal and accounting fees and related costs and expenses made by any third party, due to your use of the Services, the Company Content or any portion thereof, your connection to the Services, your breach of these Terms, or any breach of any representation, warranty, or other obligations of these Terms. 

If you are a California resident, you waive California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to fully cooperate with such defense and in asserting any available defenses.

XXII. MODIFICATION OF SERVICES
We may add, change or eliminate features, pricing, nomenclature and other aspects of the Services and make other changes at any time and these Terms will continue to apply to the Services as modified. We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Site or the Services (or any part thereof) with or without notice. You agree that we will not be liable to you or to any third party for any such modification, suspension, or discontinuance of the Site or the Services. 

As part of these modifications, the OpenWebU software which you use may automatically download and install updates from time to time from OpenWebU. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit OpenWebU to deliver these to you) as part of your use of the Services.

Any material downloaded or otherwise obtained through the use of the services is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or other device or loss of data that result from downloading of such material. 
 
XXIII. TERMINATION OF SERVICES
The Terms will continue to apply until terminated by either you or OpenWebU set out as below.  

If you wish to terminate the Services at the end of the Initial Term or any subsequent term to which you have agreed ("Renewal Term"), you must sign into your email account you used to register with OpenWebU, and send an email to support@openwebu.com.   

Should OpenWebU suspend a portion, but not all, of your Service due to a violation by you of any law, regulation, or policy, you shall remain liable for all fees applicable to the Service as a whole.  Should OpenWebU terminate your Service, you are liable for the payment of all fees applicable to the Service up to the date of termination.

Without limiting other remedies, we may limit, suspend or terminate your access to and use of the Site or Services immediately without notice for any breach by you of these Terms or any of our applicable policies, as posted on the Site from time to time. Furthermore, we may terminate your rights to use the Site or the Services for any reason or no reason. 

In the event of termination or expiration, the following sections of these Terms shall survive: all provisions regarding ownership of intellectual property, indemnification, disclaimer of warranties and limitations of liability, the provisions of this section which, by their nature apply after termination, and the general provisions below. 

You agree that upon the termination by either you or OpenWebU, we may delete all information related to you and on your account on the Services and may bar your access to the Site and use of the Services. Upon termination, you understand that all of your content, data, information, text, files, documents, images and feeds will be immediately deleted from the Service. OpenWebU. accepts no liability for such deleted content. Upon the termination you will immediately destroy any downloaded or printed Company Content.

If the Service terminates before the end of the Initial or Renewal Term, your Service and access to the Service will be discontinued immediately and no refund will be provided for any payments you have made.

When these Terms come to an end, all of the legal rights, obligations and liabilities that you and OpenWebU have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation.

Once suspended or terminated, you agree that you may not continue to use the OpenWebU service under a different account or re-register under a new account.
 
XXIV. ENTIRE AGREEMENT
These Terms and any policies applicable to you posted on the Site constitute the entire agreement between the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between the parties with respect to such subject matter. All rights not expressly granted in the Terms are expressly reserved. 
These Terms shall inure to our benefit and to the benefit of our agents, licensors, licensees, successors, and assigns.

XXV. SEVERABILITY 
If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.

XXVI. ENFORCEABILITY
The failure of OpenWebU to enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. These Terms of Service apply to you and may not be transferred, assigned or delegated to anyone without the express written permission of OpenWebU. Any attempt by you to assign, transfer or delegate these Terms of Service without the express written permission of OpenWebU shall be null and void. 

XXVII. GOVERNING LAW, FORUM SELECTION, DISPUTE RESOLUTION
If a dispute, claim, question or difference arises out of or relates to these Terms, or a breach thereof, you agree to contact us first directly to seek a resolution by emailing support@openwebu.com.

If your dispute, claim, question or difference is not resolved, you and OpenWebU agree next to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures or specialized rules if they apply, before resorting to arbitration, litigation, or some other dispute resolution procedure.   

Either party may initiate mediation by providing to the American Arbitration Association a written request for mediation that describes the subject of the dispute and the relief requested.  The parties will cooperate with the American Arbitration Association and with one another in selecting a mediator from the American Arbitration Association panel of neutrals, and in scheduling the mediation proceedings.  The parties agree that they will participate in mediation in good faith, and that they will share equally in its costs.  

If we do not reach resolution within a period of 60 days, then, upon notice by either party to the other, all disputes, claims, questions, or differences shall be finally settled by arbitration administered by the American Arbitration Association in accordance with the provision of its Commercial (or other) Arbitration Rules (including the Optional Rules for Emergency Measures of Protection).  

Either party may initiate arbitration by filing a written demand for arbitration at any time following the initial mediation session or 60 days after the date of filing the written request for mediation.   The mediation can continue after the beginning of arbitration if the parties so desire.  Unless otherwise agreed by the parties, the mediator shall be disqualified from serving as an arbitrator in the case.  

The parties will cooperate with the American Arbitration Association and with one another in selecting an arbitrator from the American Arbitration Association panel of neutrals, and in scheduling the arbitration proceedings.  The parties agree that they will participate in mediation in good faith, and that they will share equally in its costs.  

The judgment on the award rendered by the arbitrator may be entered and enforced in a court in Santa Clara County, CA.  The arbitrator may, in the judgment, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and reasonable attorneys’ fees of the prevailing party. The decisions of arbitration are final and binding.   

All claims you bring against OpenWebU must be filed properly as outlined by the American Arbitration Association. 

Should you file a claim improperly, OpenWebU may recover attorneys' fees and costs up to $1000, provided that 
OpenWebU has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim. 

XXVIII. NOTICE
As part of the Service, you agree to receive administrative and legal notices about the Service electronically via the email you used during the registration process to OpenWebU.  Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. 

You also agree to receive an ongoing series of product update communications related to the Service by e-mail to support@openwebu.com.  You will have the opportunity to opt out of future Business Services Product Updates by e-mail to support@openwebu.com

XXIX.  NO AGENCY
Nothing in these Terms shall be construed as making either party the partner, joint venture, agent, legal representative, employer, contractor or employee of the other. Neither the Company nor any other party to this Agreement shall have, or hold itself out to any third party as having, any authority to make any statements, representations or commitments of any kind, or to take any action that shall be binding on the other except as provided for herein or authorized in writing by the party to be bound.

Please direct further questions or concerns about these Terms of Service to support@OpenWebU.com
Last Updated:  6 May 2009