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LMS TERMS OF USE AGREEMENT

Thank you for using OneCare Vermont’s (“OneCare”) Vermont Health Learn learning management system (“LMS”). The LMS includes all content, information, and functionality available through this platform now in existence, or developed later and displayed, or made available to you through the LMS.

By using, accessing, and interacting with the LMS, you agree to be bound by the following LMS terms of use (“Terms of Use”) and the LMS privacy policy (“Privacy Policy”), which is incorporated into these Terms of Use by reference. If you do not agree to these Terms of Use, and the Privacy Policy, do not use the LMS.

D2L, Inc. (“D2L” or “Company”) reserves the right to modify or revise these Terms of Use, in its sole discretion, at any time. Your continued usage of the LMS will mean you accept those changes, and you will comply with all applicable laws and regulations. The materials provided on this LMS are protected by law, including, but not limited to, United States copyright laws and international treaties.

Eligibility

You must be 18 years of age or older to visit or use the LMS in any manner. By visiting the LMS or accepting these Terms of Use, you warrant and represent that you are either 18 years of age or older, an emancipated minor, or possess legal parental and/or guardian consent, and are capable of entering into the terms, conditions, obligations, affirmations, representations and warranties set forth in the terms of use and in the Privacy Policy.

Learning Management System Services

D2L provides the LMS as a service to OneCare and to you in order to facilitate continuing education and training. You agree that D2L may record, archive and make available recordings of live presentations through the LMS (the "Recordings") for your reference. The Recordings may be made available to other users who access the LMS.

In addition, by using the LMS, you acknowledge and agree that D2L or OneCare may communicate with you and send you administrative messages and service announcements (the "Communications"). You are not permitted to opt out of receiving the Communications.

Account Information Obligations

You are responsible for submitting, maintaining and updating information you submit through your account (such as your user name and password) ("Your Account Information") to ensure that all information is and remains accurate, current, and complete. You are solely responsible for all activity associated with your account information, including your online conduct and use of the LMS and the consequences of any such use. As such, you should maintain the confidentiality of your account login and password.

If Your Account Information is not accurate, current, or complete, or if D2L has reason to believe that Your Account Information is not accurate, current, or complete or that the LMS is being accessed by Your Account Information in violation of these Terms of Use, D2L has the right to suspend or terminate your account and prohibit you from any and all future use. Should you become aware of any unauthorized use of your account information, you should notify D2L immediately by sending an email to OneCareVTHotline@OneCareVT.org with the words “Unauthorized Access” in the subject line of the email.

LMS Materials; Use Restrictions

The LMS may contain copyrighted material (including but not limited to text, graphics, videos, images, music, sounds, source code, user generated content, and compilations of individual data), trademarks, trade names, other proprietary information, and other content such as text, graphics, images, photographs, illustrations, logos, information obtained from D2L’s licensors (collectively, "LMS Materials"). You acknowledge and agree that D2L and/or OneCare retains all ownership, rights, title and interest to and in the LMS Materials. You represent and warrant that you will not: (i) copy, modify, publish, transmit, distribute, publicly perform, publicly display, reverse engineer, create derivative works of, sell, or otherwise exploit any LMS Materials (including but not limited to any LMS Materials that you download), excluding information that is in the public domain or has been licensed to you; and (ii) endeavor to ascertain any source code used in connection with the LMS.

You may view, access, download or print hard copies of the LMS Materials only for your personal, educational, and non-commercial use and where such option is made available to you in the LMS. You may not change the LMS Materials in any way or copy, modify, publish, transmit, distribute, publicly perform, publicly display, reverse engineer, create derivative works of, sell, or otherwise exploit or use them for any public or commercial purpose. We strictly prohibit any use of the LMS Materials for any purpose not specifically identified or authorized in these Terms of Use or expressly permitted by D2L.

You may not, without D2L’s written permission, "mirror" any LMS Materials contained in the LMS or any other server. You may not use the LMS for any purpose that is unlawful or prohibited by these Terms of Use. You may not use the LMS in any manner that could damage, disable, overburden, or impair the Site, or interfere with any other party’s use and enjoyment of the LMS. You may not attempt to gain unauthorized access to the LMS through hacking, password mining or any other means. D2L reserves the right, in its sole discretion, to terminate your access to the LMS, or any portion thereof, at any time, for any reason or for no reason at all, without prior notice or any notice.

Your Content

You agree that you alone are responsible for any and all text, graphics, videos, images, music, sounds, and any other content that you publish, upload, display, or transmit on or through the LMS (collectively "Your Content”). The term “Your Content” does not include any Recordings, as defined in these Terms of Use. You further agree that Your Content is true and accurate and that Your Content will not contain any information that you did not create or that you do not have permission to publish, upload, display, or transmit on the LMS. You are responsible for creating back-up copies of any of Your Content that you post on the LMS or otherwise provide to D2L or School, and any necessary replacement thereof.

You agree that D2L and/or OneCare may review any of Your Content posted on the LMS and delete or remove any of Your Content for any reason, including where D2L or OneCare reasonably determines that Your Content violates these Terms of Use or is offensive or illegal, or may violate the rights of, harm, or threaten the safety of others.

By publishing, uploading, displaying or transmitting Your Content to the LMS, you permit and direct OneCare and D2L to create such copies of Your Content as may be deemed necessary in order to facilitate the posting and storage of Your Content on the LMS. By publishing, uploading, displaying, or transmitting Your Content to the LMS, you hereby grant to OneCare and D2L a limited, transferable, and worldwide license (which includes the right to sublicense) to copy, modify, publish, transmit, distribute, publicly perform, or publicly display Your Content. You may remove Your Content at any time, unless otherwise instructed by OneCare. If you remove Your Content, you agree that OneCare and D2L may preserve archived copies of Your Content and that any previous uses by OneCare and D2L prior to your removal shall remain fully permissible as set forth hereunder.

By publishing, uploading, displaying or transmitting Your Content to the LMS, you understand and agree that other users of your LMS community may access, view, store and reproduce any of Your Content posted by you on the LMS to the extent permitted herein, subject to any applicable restrictions.

User Code of Conduct

D2L provides the LMS to you for your personal, educational, and non-commercial use only. You agree that Your Content does not include any libelous, defamatory, or otherwise unlawful material, or violate or infringe upon the rights of any third party, including but not limited to any and all copyright, trademark, privacy, publicity, or other personal or proprietary rights.

Additionally, you represent and warrant that you will not visit or use the LMS to:

  • publish, upload, display, transmit, or otherwise make available:
    • any of Your Content that OneCare and/or D2L may reasonably deem to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, false, invasive of privacy or publicity rights, hateful, discriminatory, defamatory, or racially, ethnically, or otherwise (similarly) objectionable;
    • any of Your Content that would constitute, encourage, or provide instructions for a criminal offense or violate the rights of any party, or that would otherwise create liability or violate any local, state, national, or international law;
    • any unsolicited or unauthorized advertising, solicitations, promotional materials, or any other form of solicitation;
    • any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; or
    • any of Your Content that OneCare and D2L may reasonably deem to be objectionable, that restricts or inhibits any other person from using or enjoying the LMS, or that may expose OneCare and D2L or LMS users to any harm or liability of any type
  • engage in any unlawful conduct or act in any other manner that could damage, disable, overburden, or impair the LMS;
  • obtain email addresses or other contact information of any individual from the LMS for the purposes of sending unsolicited emails or other unsolicited communications for commercial purposes;
  • intimidate or harass any individual;
  • use automated scripts to collect information from or otherwise interact with the LMS;
  • impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age, or your affiliation with any person or entity; or
  • use or attempt to use another’s account, service, or system without authorization from OneCare and D2L, or create a false identity on the LMS.

You are solely responsible for your interactions with any other individuals who visit or use the LMS and resolving any disputes that might arise due to your interactions. Notwithstanding the foregoing, OneCare and D2L reserve the right to monitor disputes between you and any other individual who visits or uses the LMS and to take any action that they, in their sole discretion, deem necessary up to and including termination of an individual’s access to and use of the LMS.

Hyperlinks from the Website

The LMS may contain hyperlinks to other websites and webpages ("Third-Party Websites") as well as to text, graphics, videos, images, music, sounds, and information belonging to or originating from other third-parties (collectively, “Third-Party Applications”). D2L does not investigate, monitor, or review any Third-Party Website or Third-Party Applications to ensure their accuracy, completeness, or appropriateness. D2L is not responsible for the Third-Party Pages or any Third-Party Applications accessed through the Website. The inclusion of any hyperlinks to any Third-Party Pages or Third-Party Applications on the LMS does not indicate OneCare’s and/or D2L’s approval or endorsement thereof. If you choose to leave the LMS to access any Third-Party Pages or Third-Party Applications, you do so at your own risk.

Intellectual Property Rights

Trademarks, logos, and service marks displayed or otherwise used on the LMS, including, but not limited to “OneCare Vermont” and “D2L” (collectively the “Intellectual Property”), are registered trademarks of D2L and/or OneCare. The Intellectual Property is protected by law. All rights in the Intellectual Property are reserved to D2L, OneCare, or their licensors, affiliates, principals, or partners. Nothing contained on the LMS should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Intellectual Property displayed on the LMS without the written permission of D2L or the third party that may own the Intellectual Property displayed on the LMS. Your misuse of the Intellectual Property displayed on the LMS is strictly prohibited.

Digital Millennium Copyright Act

Any copyright owner or its agent that believes that any Materials or other content on the LMS infringes upon its copyright(s) should give written notice to D2L’s authorized agent, listed below, in accordance with the Digital Millennium Copyright Act ("DMCA"). The notice to D2L shall contain the following information:

  • A physical or electronic signature of the copyright owner or the individual authorized to act on behalf of the owner of a copyright that has allegedly been infringed upon;
  • Identification of the copyrighted work claimed to have been infringed, or a representative list of such works;
  • Identification of the copyrighted work that is claimed to be infringing or to be the subject of infringing activity that is reasonably sufficient to permit D2L to locate the material;
  • The contact information of the copyright owner or the individual authorized to act on behalf of the copyright owner, such as an address, telephone number, and, if available, an email address;
  • A statement that the copyright owner or the individual authorized to act on behalf of the copyright owner has a good faith reasonable belief that the particular use of the identified material is not authorized by the copyright owner, its agent, or the law; and
  • A statement, under penalty of perjury, that the information in the notification is accurate, and that the individual submitting the notice is authorized to act on behalf of the owner of the copyright that has been allegedly infringed.

Any copyright owner or its agent may provide written submissions of alleged infringements of alleged infringements to D2L’s designated Copyright Agent, [EMAIL], [ADDRESS]. A notice may not be valid if it fails to comply with all of the above-listed requirements.

Disclaimers and Warranties

Your use of the LMS is at your sole risk. Any material that you download or otherwise obtain through your use of the LMS is done at your own discretion and risk, and you will be solely responsible for any damage to your computer system or other device or loss of data that results from the download of any such material. No advice or information, whether oral or written, obtained by you from OneCare and D2L, their subsidiaries, agents, affiliates and/or licensors, or other users of the LMS, or through or from the LMS shall create any warranty not expressly stated in these Terms of Use.

D2L PROVIDES THE LMS “AS IS” AND “AS AVAILABLE,” AND ONECARE AND D2L, THEIR SUBSIDIARIES, AGENTS, AFFILIATES AND/OR LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE LMS WILL MEET YOUR REQUIREMENTS; (B) YOUR USE OF THE LMS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR FREE FROM ERROR; (C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE LMS WILL BE ACCURATE OR RELIABLE; OR (D) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE LMS WILL BE CORRECTED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, D2L AND ONECARE EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Limitation of Liability

NOTHING IN THESE TERMS OF USE SHALL EXCLUDE OR LIMIT D2L’S WARRANTY OR LIABILITY FOR LOSSES, WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT, OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND D2L’S AND ONECARE’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT NEITHER ONECARE NOR D2L, THEIR SUBSIDIARIES, AGENTS, AFFILIATES, AND LICENSORS SHALL BE LIABLE TO YOU FOR: (A) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL, ANY LOSS OF DATA SUFFERED, OR OTHER INTANGIBLE LOSS; OR (B) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF: (I) ANY CHANGES WHICH D2L MAY MAKE TO THE LMS, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE LMS (OR ANY FEATURES WITHIN THE LMS); (II) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY OF YOUR CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE LMS; (III) YOUR FAILURE TO PROVIDE ONECARE AND D2L WITH ACCURATE PERSONAL INFORMATION; OR (IV) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL.

THE LIMITATIONS ON D2L’S AND ONECARE’S LIABILITY TO YOU SHALL APPLY WHETHER OR NOT D2L AND ONECARE HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

Indemnification

You agree to indemnify, defend, and hold harmless D2L, OneCare, and their respective officers, directors, employees, agents, and affiliates from and against any and all legal claims arising from your inappropriate use of the LMS or your violation of any of these Terms of Use. Your indemnification obligation to D2L and OneCare shall survive these Terms of Use and your use of the LMS.

Modification or Suspension of the LMS

You agree that D2L may, in its sole discretion and at any time, modify, discontinue, or suspend its operation of the LMS, any part thereof or any LMS Materials, temporarily or permanently, without notice or liability to you.

Governing Law; Severability

You acknowledge and agree that any and all disputes, claims, and causes of action arising out of, or in connection with, in whole or in part, your use of the LMS shall be resolved exclusively by a court of competent jurisdiction located in Chittenden County, Vermont. All issues and questions concerning the construction, validity, interpretation, and enforceability of these Terms of Use, your rights and obligations, or the rights and obligations of D2L or OneCare, shall be governed by, and construed in accordance with, the laws of Vermont, without giving effect to any choice of law or conflict of law rules (whether of Vermont or any other jurisdiction), which would cause the application of the laws of any jurisdiction other than Vermont.

Severability

The Terms of Use and Privacy Policy, together with any applicable software licensing agreement(s), shall constitute the entire agreement between you and D2L related to your use of the LMS. The various provisions of Terms of Use and Privacy Policy are separate and independent and, should any term be declared invalid or unenforceable by a court or other appropriate tribunal, the remaining provisions and terms shall remain in full force and effect. The Terms of Use and Privacy Policy shall be binding on the parties and their respective successors and assigns.

Entire Agreement

The Terms of Use and Privacy Policy shall constitute the entire agreement between you and D2L with respect to the LMS. The Terms of Use and Privacy Policy shall be binding on the parties and their respective successors and assigns.