TERMS OF USE/

1. ABOUT
BNED LoudCloud, LLC (“LoudCloud”) provides access to and use of its BNED Courseware websites and applications (web, mobile, or others), including the Loud Learning Platform, (“Services”) to users (“Users”), subject to these terms and conditions (“Terms”). Your access to and use of the Services is conditional on your acceptance of and compliance with these Terms. By accessing or using the Services, you agree to be bound by these Terms.

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Services thereafter. Your continued use of the Services following the posting of changes or modifications will confirm your acceptance of such changes or modifications.

2. LIMITED LICENSE
The Services contain proprietary and confidential information that is protected by applicable intellectual property and other laws, including content owned or licensed by LoudCloud and made available through the Services (“LoudCloud Content”). Subject to the Terms, LoudCloud grants you a personal, non-transferable, and non-exclusive right and limited license to access and use the Services and reproduce portions of the LoudCloud Content for educational purposes only, subject to any specific restrictions on use identified by notices accompanying specific LoudCloud Content.

Notwithstanding the foregoing, the limited license does not include the right to reverse engineer, reverse assemble, otherwise attempt to discover, modify, or use any modified version of any source code underlying or forming any part of the Services. Further, the limited license does not include the right to use, alter, remove, or obscure any branding, logos, or legal notices displayed in the Services.

You agree that software underlying or provided through the Services may not be acquired, shipped, transported, exported, or re-exported (a) into (or to a national or resident of) any U.S. embargoed country or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders. By using the Services, you represent and warrant that you are not located in, under control of, or a national or resident of any such country or on any such list.

3. ACCESS TO THIRD PARTY CONTENT
Certain LoudCloud Content may contain specific restrictions on use identified by notices accompanying such content. Such content is offered for license to you by the author of that work on the terms and conditions set forth in the Creative Commons or other license associated with that individual work. You are required under U.S. copyright law and other equivalent laws to respect the copyrights of those authors and to use their works subject to the terms and conditions of their respective licenses and applicable law. You may only copy, modify, distribute and otherwise use the works in the Service in accordance with a license to do so or as may otherwise be permitted under applicable law.

4. USER CONTENT
The Services may include access to information, data, text, graphics, photographs, video, software, audio, messages, communications, or other materials uploaded, transmitted, shared, or otherwise made available by Users on or through the Services (“User Content”). All User Content that you make available through the Services remains your sole property or the property of your licensors. By making available any User Content, you automatically grant and/or warrant that the owner of that User Content has granted LoudCloud the perpetual, royalty-free, and non-exclusive right and license to use, modify, reproduce, publish, distribute, perform, display, and transmit that User Content through the Services. By making available any User Content, you also automatically grant and/or warrant that the owner of that User Content has granted other Users the perpetual, royalty-free, and non-exclusive right and license to access, view, and use that User Content within the Services.

You agree that User Content is the sole responsibility of the User who made it available and that you are responsible for User Content you make available and for any consequences thereof. You agree that LoudCloud does not control or monitor transmissions of User Content or accept any responsibility for their storage, content, quality, accuracy, integrity, security, privacy, errors, omissions, or any loss or damage resulting therefrom. Accordingly, LoudCloud cannot and does not ensure that User Content is without objectionable aspects, and you acknowledge and agree that LoudCloud is not liable for such material whatsoever. LoudCloud shall have no responsibility or liability of any kind regarding any links to other websites that become available through the Services or any content, products, or materials contained therein.

If you believe that any User Content violate your copyright, please see our Copyright Policy, http://www.barnesandnoble.com/h/copyright-policy, for instructions on sending us a notice of copyright infringement. It is the policy of the LoudCloud to terminate the user accounts of repeat infringers.

5. OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS
You agree that using or accessing the Services does not give you ownership of any intellectual property rights in the Services, LoudCloud Content, or User Content of others.

6. PROHIBITED USE
You agree that using or accessing the Services, LoudCloud Content, or User Content of others for any purpose except those expressly granted herein as permissible is expressly prohibited. You agree that the following uses of the Services are expressly prohibited and constitute material breach of these Terms:

  • Conduct that violates of any applicable local, state, national, or international laws or regulations, including but not limited to infringement of the intellectual property rights or publicity rights of others;
  • Transmitting any material that is unlawful, harmful, obscene, threatening, harassing, abusive, slanderous, or defamatory to any other person or entity, as determined by LoudCloud;
  • Transmitting viruses, spamware, adware, ransomware, time bombs, or any other files designed to interrupt, limit, or destroy the functionality of any computer software or hardware, including but not limited to the functionality of the Services;
  • Use of any automatic device, program, algorithm, methodology, or any similar manual process, including but not limited to robots, spiders, crawlers, deep linking, or page scraping to access, acquire, copy, or monitor any portions of the Services, LoudCloud Content, or User Content; and
  • Circumventing the navigational structure or presentation of the Services, LoudCloud Content, or User Content to obtain or attempt to obtain any materials, documents, or information through any means not purposely made available through the Services.

7. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

(a) YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. LOUDCLOUD EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT; (b) LOUDCLOUD MAKES NO WARRANTY THAT (i) THE SERVICES WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE SERVICES WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS, OR (v) ANY ERRORS IN THE SERVICES WILL BE CORRECTED; (c) 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 LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL; AND (d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OR THROUGH THE SERVICES OR LOUDCLOUD SHALL CREATE ANY WARRANTY.

8. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT LOUDCLOUD SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF LOUDCLOUD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (a) THE USE OR THE INABILITY TO USE THE SERVICES; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR OTHER SERVICES OBTAINED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (d) DELETION OR FAILURE TO STORE ANY USER CONTENT OR OTHER COMMUNICATIONS MAINTAINED OR TRANSMITTED VIA THE SERVICES OR BY LOUDCLOUD; (e) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR (f) ANY OTHER MATTER RELATING TO THE SERVICES.

9. EXCLUSIONS AND LIMITATIONS
THE FOREGOING “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” PROVISIONS MAY NOT APPLY TO CONSUMERS WITHIN THE STATE OF NEW JERSEY OR IN OTHER JURISDICTIONS WHERE PROHIBITED BY LAW.

10. INDEMNIFICATION FOR BREACH
You shall indemnify, defend with counsel of LoudCloud’s choice, and hold harmless LoudCloud and its respective officers, directors, affiliates, subsidiaries, employees, licensors, suppliers, and partners from any losses, costs, liabilities, and expenses, including reasonable attorneys’ fees, relating to or arising out of (a) User Content that you make available, (b) your use of or inability to use the Services, (c) your breach of these Terms, (d) your violation of any rights of any other party, including other Users, or (e) your violation of any applicable laws, rules, or regulations.

11. CHOICE OF LAW
These Terms shall be governed by and construed in accordance with the laws of the State of New York, excluding its conflict of law provisions. You agree to submit to the exclusive jurisdiction of the courts in New York County, New York State. You agree that any cause of action arising out of or related to the Services or these Terms must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.

12. WAIVER AND SEVERABILITY
No waiver by LoudCloud of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of LoudCloud to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

If any provision of Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited, to the minimum extent, to reflect the intentions of the parties as nearly as possible, such that the remaining provisions of these Terms will continue in full force and effect.

13. NO THIRD-PARTY BENEFICIARIES OF RIGHTS GRANTED TO YOU
No right granted to you under these Terms is enforceable by third parties, and no third party is an intended beneficiary of any rights or obligations of you under these Terms.

14. ATTRIBUTION AND OPEN SOURCE DISCLOSURES
The Services uses HighStock by Highsoft Solutions AS. http://www.highcharts.com/. LoudCloud is not affiliated with, endorsed by, or sponsored by Highsoft Solutions AS.

The Services includes certain third-party code licensed for use and redistribution under open-source licenses, including:

Apache Jackrabbit 2.2.10. Licensed under the Apache 2.0 License, available here: http://www.apache.org/licenses/LICENSE-2.0.

OpenFire 2.8.0. Licensed under the Apache 2.0 License, available here: http://www.apache.org/licenses/LICENSE-2.0.

ActiveMQ 5.7. Licensed under the Apache 2.0 License, available here: http://www.apache.org/licenses/LICENSE-2.0.

Firefox Spellchecker 1.0.0 Beta. Licensed under the Mozilla Public License (MPL) 1.1, available here: https://www.mozilla.org/en-US/MPL/1.1/

Information regarding Creative Commons licenses when specified as applying to LoudCloud Content is available here: https://creativecommons.org/licenses/

Last updated January 23, 2017