Terms and Conditions

1. General

   The following terms and conditions of use apply to the entire group of World Wide Web sites owned and operated by Idapted Inc., its affiliates, and subsidiary companies (referred to as "Idapted," "we," "us," or "our" herein), inclusive of, but not limited to all written and graphic or design materials, underlying HTML or other source files, discussion groups and e-mail features, products or services offered as part of any Idapted Web site, all of which are defined collectively as the "Site." By using the Site and/or accepting any of the Site's products, in any form, you agree to be legally bound and to abide by this User Agreement. If you do not agree with the terms of this User Agreement, please do not use the Site. We reserve the right, at our discretion, to change, modify, add, or remove portions of these terms at any time. Please check these terms periodically for changes. Your continued use of the Site following the posting of changes to these terms, including the Site's privacy policy will mean you accept those changes. If at any time this agreement is no longer acceptable to you, you should immediately terminate your use of Site by following the procedures indicated in Section 10 below.

2. Restriction on Use of Content

   1. You acknowledge that the Site contains, or may contain, information services, software, photographs, audio and video clips, graphics, interactive forums, and other content (collectively, "Idapted Content") that is protected by copyright, trademark and/or other proprietary rights of Idapted. In addition, the Site contains information, software, photographs, audio and video clips, graphics and other content provided by third parties ("Third Party Content"), and content submitted by users or registered members of the Site ("Member Content", together with "Idapted Content," the "Content") that is protected by copyright, trademark and/or other proprietary rights of such parties. All Content on the Site is copyrighted as a collective work of Idapted pursuant to applicable copyright law. You agree to comply with any additional copyright notices, information, or restrictions contained in any Content available on or accessed through the Site.
   2. Except as expressly agreed in writing between you and Idapted, no material from the Site may be copied, duplicated, modified, reproduced, republished, uploaded, posted, transmitted, or distributed in any way, except that you may use our Site for your personal, noncommercial use only, provided you keep intact all copyright and other proprietary notices. You may not, under any circumstances, use any Content on the Site for any resale or commercial use; any advertising or solicitation of funds or goods or services; any derivative use; any downloading or copying of account information; any reverse-engineering of software; or any use of data mining, robots, or similar data gathering and extraction tools. Modification of the Content or use of the Content for any other purpose is a violation of Idapted's copyright and other proprietary rights. For purposes of these terms, the use of any Content on any other Web site, online service or other service is prohibited. All trademarks, service marks, and trade names are proprietary to Idapted. Please see the complete list of our trademarks below.
   3. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Idapted without Idapted's express written consent. You may not use any meta tags or any other "hidden text" utilizing Idapted's name or trademarks without the express written consent of Idapted.

3. Proprietary Rights

   The Idapted Content is the property of Idapted Inc., all rights reserved. Idapted is a trademark of Idapted Inc. This Agreement does not grant you any intellectual property rights in the Content and your use of the Site does not create a license or any other rights in trademarks, service marks, copyrights or other intellectual property or rights of Idapted or any third party.

4. Public Communication

   1. You shall not upload to, distribute through, or otherwise publish through the Site any content that is libelous, defamatory, obscene, discriminatory, profane, pornographic, threatening, racist, invasive of privacy or publicity rights, abusive, harassing, illegal, or otherwise objectionable that would constitute or encourage a criminal offense, violate the rights of any party, or that would otherwise give rise to liability or violate any law. If you do, we reserve the right to remove the postings that defame or insult anyone as well as notes that are abusive or hateful, although we have no duty to do so. In addition, we also reserve the right to remove notes that we deem, in our sole discretion, to be inappropriate or off the subject. You may not suggest or encourage illegal activity while visiting our Site. Spamming is not permitted. Moreover, any postings that might be construed as stalking or illegal in any way will be deleted and made available to the proper law enforcement officials.
   2. Unless expressly authorized by Idapted in writing, only noncommercial postings are permitted. You shall not, without our express approval, distribute or otherwise publish any material containing any solicitation of funds, promotion, advertising, or solicitation for goods or services while visiting our Site. You specifically acknowledge that soliciting other Site member or users to join or become members of any commercial online service or other organization is expressly prohibited. It is our policy to respect the privacy of all guests. Please see our privacy policy which discloses our information collection and use practices. We ask that our users respect each other's privacy by not posting names, phone numbers, addresses, social security numbers, or any other private information.
   3. You hereby grant to Idapted and its successors and assigns, affiliates and licensees the perpetual, irrevocable, non-exclusive, transferable, royalty-free license to edit, modify, adapt, copy, publish, distribute, translate, create derivative works from and otherwise use any Member Content (including any courses created by you) that you post or submit to the Site, in any medium, and to sublicense such right to third parties. You grant Idapted, its successors and assigns, and its affiliates and licensees the right to use the name that you submit in connection with such material. You represent and warrant that you own or otherwise control all of the rights to the material that you post or submit to the Site; that the material is accurate; that use of the material that you post or submit does not violate this User Agreement.
   4. Idapted always welcomes suggestions and comments regarding Idapted's online activities from the users of our Site. Any comments or suggestions submitted to Idapted either online or offline, will become Idapted's property upon its submission. This policy is intended to avoid the possibility of future misunderstandings when projects developed by Idapted's professional staff might seem to others to be similar to their own creative work. If at our request you send certain specific submissions (e.g., postings to chat rooms, bulletin or message boards) or, if you send us any unsolicited creative ideas, suggestions, notes, drawings, concepts or any other information or materials (collectively, the "Submissions"), the Submissions shall be deemed, and shall remain, the property of Idapted. None of the Submissions shall be subject to any obligation of confidence on the part of Idapted, and Idapted shall not be liable for any use or disclosure of any Submissions. Without limitation of the foregoing, Idapted shall exclusively own all now known or hereafter existing rights to the Submissions of every kind and nature throughout the universe and shall be entitled to unrestricted use of the Submissions for any purpose whatsoever, commercial or otherwise, without compensation to the provider of the Submissions.

5. No Management of Member Content; Notification of Alleged Infringement

   1. Idapted does not review all of the Member Content posted on the Site and is not responsible for such Member Content. However, Idapted reserves the right to reject, delete, move or edit any Member Content (including courses created by members and messages posted in any forum, if any) without prior notice for any reason or for no reason. You shall remain solely responsible for all Member Content posted by you or by any other person using your account. Idapted shall have the right, but not the obligation, to correct any errors or omissions in any Member Content, as it may determine, in its sole discretion. Idapted takes no responsibility and assumes no liability for any Third Party Content, posted or submitted by you.
   2. In the event you believe that any Content posted to the Site infringes on your copyright or other intellectual property rights, you may notify Idapted of the alleged infringement by sending an e-mail message to Idapted [support@Idapted.com]. To provide Idapted with information to evaluate the claimed infringement, notification under this Section should include (i) a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or other right alleged to be infringed; (ii) identification of the copyrighted work(s) claimed to have been infringed (in the case of multiple works at a single online site, a representative list of the works at the site will be sufficient); (iii) identification of the material claimed to be infringing or subject to infringement litigation, and information reasonably sufficient to permit Idapted to locate the material; and (iv) your contact information, such as your address, telephone number and e-mail address. Your notification should also include a statement that you are authorized to act on behalf of the owner of the copyright or other rights claimed to have been infringed, that you have a good faith belief the use of the material in the manner complained of is not authorized by law or by the rightful owner of the material, and that the information in the notification is true and accurate under penalty of perjury.
   3. Idapted has the right to terminate the accounts of members who infringe the copyrights of others.

6. No Endorsement

   The Site may contain links to other sites on the Internet that are owned and operated by third parties (the "External Sites"). You acknowledge that Idapted is not responsible for the availability of, or the content, products, services or privacy policies located on or through, any External Site. You should contact the site administrator or Webmaster for those External Sites if you have any questions or concerns regarding such links or External Sites.

7. Registration; Member Qualifications

   1. As part of the registration process, you will select a password and fill in certain information about yourself. You must provide accurate, complete, and current registration information and you agree to provide Idapted with any of that information promptly after such changes occur.
   2. Your right to use the Site is personal to you and cannot be transferred to any other person. You are responsible for all use of your account under any password by any person whether or not authorized by you and for ensuring that all use of your account complies with this agreement.

8. Fees & Payments

   You agree to pay all fees and charges incurred by you or any third party using your Site account (whether or not authorized by you) at the rates in effect for the billing period in which such fees and charges are incurred, including, but not limited to applicable taxes and charges for any products or services offered for sale through the Site by Idapted or by any third party. Please note that Idapted reserves the right to change the fees or charges incurred by users of the Site. If Idapted does so, it will provide seven (7) days notice to its registered users.

9. Indemnity

   You agree to indemnify, defend and hold Idapted and its officers, directors, owners, agents, Content providers, affiliates and licensors (collectively, the "Idapted Parties") harmless from and against any and all liability, losses, costs and expenses (including attorneys' fees) incurred by Idapted Parties in connection with any claim arising out of any use or alleged use of your account or password by you or any person, whether or not authorized by you. Idapted reserves the right, at its 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 cooperate with Idapted's defense of such claim.

10. Termination of Service

    1. You may terminate your account at any time by completing the "My Account" page area of the Site. You will receive a confirmation via e-mail that the form was received, and your access will be terminated within ten (10) business days. You will not be entitled to a refund of any payments made or any payments payable by you prior to the termination date. Any amounts paid by you are non-refundable and any amount due from you prior to the termination date shall remain due and payable in full.
    2. Idapted reserves the right, in its sole discretion, to restrict, suspend or terminate your access to all or any part of the Site at any time without prior notice or liability for any reason or no reason.
    3. Idapted may change, suspend or discontinue all or any aspect of the Site at any time, including the availability of any Site feature, database, or content, without prior notice or liability.

11. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

    1. NEITHER IDAPTED, ANY THIRD PARTY CONTENT PROVIDER OR THEIR RESPECTIVE AGENTS WARRANT THAT THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DOES IDAPTED, ANY THIRD PARTY CONTENT PROVIDER OR THEIR RESPECTIVE AGENTS MAKE ANY WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE SITE OR THE CONTENT. THE SITE AND THE CONTENT ARE DISTRIBUTED ON AN "AS IS, AS AVAILABLE" BASIS. NEITHER IDAPTED, THIRD PARTY CONTENT PROVIDERS OR THEIR RESPECTIVE AGENTS MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SITE, ANY CONTENT OR ANY PRODUCTS OR SERVICES SOLD THROUGH THE SITE. YOU EXPRESSLY AGREE THAT THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SITE AND THE ACCURACY OR COMPLETENESS OF THE CONTENT IS ASSUMED SOLELY BY YOU.
    2. NEITHER IDAPTED, ANY THIRD PARTY CONTENT PROVIDER OR THEIR RESPECTIVE AGENTS SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SITE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES, THE LIABILITY OF IDAPTED, THIRD PARTY CONTENT PROVIDERS AND THEIR RESPECTIVE AGENTS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

12. Third Party Rights

    The provisions of Sections 2, 9 and 11 are for the benefit of Idapted, Third Party Content providers and their respective employees, agents and contractors; and each such party will have the right to enforce such provisions directly on its own behalf.

13. Miscellaneous

    This agreement, together with any agreements entered into in connection with any courses or other products or services on the Site, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all previous written or oral agreements between the parties with respect to such subject matter.