Last Revised: December 19 , 2013
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. BY ACCESSING OR USING THIS WEBSITE AND ANY SERVICES PROVIDED BY US, YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS DESCRIBED BELOW AND POLICIES INCORPORATED BELOW BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, CONDITIONS AND POLICIES, DO NOT USE THIS WEBSITE OR ANY OF OUR SERVICES. FAILURE TO COMPLY WITH ANY OF THESE TERMS, CONDITIONS AND POLICIES MAY RESULT IN, AMONG OTHER THINGS, TERMINATION OF YOUR RIGHT TO USE THE SIPX SERVICE.
These terms and conditions (the “Terms”) apply to your access and use of the websites of SIPX, Inc. (“SIPX”, “we” or “our”) located at *.sipx.com (the “Sites”) and the services, features and content provided by SIPX (collectively, the “SIPX Service”). These Terms do not alter in any way the terms or conditions of any other agreement you or any entity on whose behalf you are acting may have with SIPX for the SIPX Service. In case of conflict, the terms of any such other agreement shall prevail over these terms and conditions. If you are using the SIPX Service or Sites on behalf of any entity, you represent and warrant that you are authorized to accept the Terms on such entity’s behalf, and that such entity agrees to indemnify you and SIPX for violations of the Terms.
We reserve the right to change or modify any of the terms and conditions contained in these Terms or any policy or guideline of the SIPX Service or the Sites, at any time and in our sole discretion. Any changes or modifications will be effective immediately upon the posting of the revisions on the SIPX Service or the Sites, and you waive any right you may have to receive specific notice of such changes or modifications. Your continued use of the SIPX Service or the Sites following the posting of changes or modifications will confirm your acceptance of such changes or modifications. Therefore, you should frequently review the Terms and applicable policies to understand the terms and conditions that apply to your use of the SIPX Service and the Sites. If you do not agree to the amended Terms, you must immediately stop using the SIPX Service and the Sites.
SIPX respects the intellectual property of others. Please refer to our Copyright Policy for information.
2. SIPX SERVICE
SIPX provides a web-based service that manages copyrights, creates analytics, and delivers documents and materials (“Content”), including but not limited to, course materials) for the higher-education marketplace and other market segments. Third party copyright owners and publishers or their authorized agents (collectively “Publishers”) establish the access, use and pricing terms (“Content Terms”) for their respective Content.
3. SIGN UP
Any login or account you have with SIPX is for your personal use only and may not be shared with others. You are responsible for all data provided to and all activities stemming from or occurring in your SIPX accounts or logins.
You represent, warrant and agree: (1) To provide accurate, current and complete information about you as may be prompted by any signup, login and/or registration forms on the SIPX Service or Sites (“Registration Data”); (2) To maintain the confidentiality of your password and identification; and (3) To maintain and promptly update the Registration Data, and any other information you provide to SIPX, in order to keep it accurate, current and complete.
The SIPX Service and Sites are intended solely for users who are 13 years of age or older. Any registration or use of the SIPX Service or Sites by anyone under the age of 13 is unauthorized, unlicensed and in violation of the Terms. By using the SIPX Service or the Sites, you represent and warrant that you are 13 years of age or older.
4. GRANTS AND RESTRICTIONS
In consideration for your agreement to these Terms, SIPX grants to you a personal, non-exclusive, non-transferable and worldwide license to: (1) Use the SIPX Service and the Sites; and (2) Access, download and use Content pursuant to the terms and conditions provided by the Publisher of such Content.
Unless expressly set forth in these Terms, you may not and will not encourage any party to: (1) Disclose to any third party any performance information or analysis relating to the SIPX Service or the Sites; (2) Sell, sublicense, lease, rent, loan, assign, convey or otherwise transfer the SIPX Service or any component thereof, including but not limited to your account with SIPX; (3) Distribute, publicly perform or publicly display any materials contained in the SIPX Service or on the Sites; (4) Use any data mining, robots or similar data gathering or extraction methods with respect to the SIPX Service or Sites; (5) Download (other than the page caching) any portion of the SIPX Service (excluding the Content) or the Sites; and (6) Use the SIPX Service or the Sites other than for their intended purpose.
5. CONTENT PURCHASES
All Content is subject to availability and its prices, as set by Publisher(s) of such Content, are subject to change without notice. The price charged to you will be the price set forth on the SIPX Service at the time you place your order. All prices for Content available for purchase are shown in U.S. dollars.
The SIPX Service accepts payments by PayPal, VISA, MasterCard, Discover and American Express credit cards. Any necessary purchase price of the Content will be billed in full at the time the content is purchased by you. By submitting your order, you acknowledge that you are authorized to use the PayPal account or designated credit card and you authorize SIPX (or SIPX’s third-party payment processor) to charge your order (including applicable fees and taxes) to that PayPal account or credit card. If the PayPal account or credit card cannot be verified, contains insufficient funds by the time SIPX (or SIPX’s third-party payment processor) submits the charges, is invalid, or is not otherwise acceptable, your order may be suspended or cancelled automatically and a processing fee may apply. Card processing fees may apply even if the credit card has expired or changed by the time SIPX (or SIPX’s third-party payment processor) submits the charges.
All purchases through the SIPX Service are final and SIPX cannot provide returns, refunds or credits. If you have any questions or problems with your PayPal account or credit card, please contact PayPal and/or your credit card company directly. If your questions or problems are connected with your order, please contact SIPX via the SIPX Support Request Form.
SIPX attempts to be as accurate as possible; however, SIPX does not warrant that the Content or information (including pricing information) provided on the SIPX Service is accurate, complete, current or error-free.
6. ACCEPTABLE USE POLICY (Last revised: December 19 , 2013)
This Acceptable Use Policy of SIPX defines acceptable practices relating to any use of services, features, websites or content provided by the SIPX Service . Any person who accesses or uses the SIPX Service, including without limitations content contributors or publishers, shall comply with the rules. You agree to be bound by these rules set forth below when you use or otherwise access the SIPX Service. FAILURE TO COMPLY MAY RESULT, AMONG OTHER THINGS, IN THE TERMINATION OF YOUR RIGHT TO USE THE SIPX SERVICE AS DETERMINED BY SIPX IN ITS SOLE DISCRETION. This Acceptable Use Policy is subject to change by SIPX at any time by posting an updated acceptable use policy on the webpage located at sipx.com/terms-of-service/ . SIPX will indicate at the top of this a cceptable u se p olicy the date such document was last updated, and any changes will be effective immediately upon posting of the revisions on the said webpage
ACCEPTABLE USE – Your use of the SIPX Service must at all times be:
- In accordance with all applicable laws, rules, and regulations;
- In accordance with its intended purposes; and
- Where applicable, for personal use only.
UNACCEPTABLE USE – You may not access or use, or encourage, promote, facilitate or instruct others to access or use, the Sites or the SIPX Service for any illegal, harmful or offensive purpose, or to upload, transmit, store, display, distribute or otherwise make available content or data that is illegal, harmful or offensive. Prohibited activities or content include but are not limited to the following:
Prohibited Activities – In using the SIPX Service or the Sites, you may not and may not assist others to:
- Access or use the Sites or the SIPX Service in violation of any law, rule or regulation;
- Modify, adapt, hack or emulate the SIPX Service or the Sites;
- Circumvent or attempt to circumvent any filtering, security measures or other features designed to protect the SIPX Service, the Sites or third-parties, including but not limited to any technical copyright or other intellectual property protections;
- Attempt to use or access another user’s account without authorization or create a user account under false or fraudulent pretenses;
- Engage in any activities that may interfere with, disrupt, negatively affect or inhibit the ability of others to access or use the Sites or the SIPX Service or that could damage, disable, overburden or impair the functionality of the SIPX Service or the Sites in any manner;
- Resell or redistribute the SIPX Service, or any part of the SIPX Service, or otherwise use the SIPX Service for any unintended purpose; or
- Transmit, send, upload, create or otherwise publish any material that contains viruses, corrupted data, or other harmful, disruptive or destructive files or code, script or other software or programs designed to interrupt, destroy or limit the functionality of any software or hardware.
Prohibited Content – In using the SIPX Service or the Sites, you may not upload, store, use, distribute or transmit:
- Any material that is illegal or fraudulent or that would encourage, solicit, foster, glorify or provide instructions for any criminal or civil offense;
- Any private information of any third-party including, but not limited to, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers;
- Any material that is obscene, invasive of privacy, depicts graphic, excessive or gratuitous violence, or is derogatory, defamatory, demeaning, inflammatory, malicious, abusive, offensive, hateful or otherwise objectionable, including content that constitutes child pornography, relates to bestiality or depicts non-consensual sexual acts; or
- Any data or material that infringes or misappropriates the intellectual property or proprietary rights of SIPX, its users, any Publishers or other third parties, including but not limited to any patent, trademark, trade secret, copyright, right of privacy or right of publicity of any party.
INVESTIGATION AND REMOVAL OF CONTENT – SIPX reserves the right, but is not obligated, to investigate any violation of these rules or misuse of the SIPX Service or the Sites. Although SIPX does not control and has no obligation to screen, edit or monitor any data or content uploaded to, distributed through or stored on the SIPX Service, SIPX may, in its sole discretion, remove, screen, edit or disable access to any data or content for any reason without notice, including if SIPX believes that such data or content violates these rules or any other agreement we have with you or your agent for use of the SIPX Service or the Sites.
ENFORCEMENT – Enforcement of these rules is solely at SIPX’s discretion, and failure to enforce the rules in some instances does not constitute a waiver of SIPX’s right to enforce such rules in other instances. In addition, these rules do not create any private right of action on the part of any third party or any reasonable expectation that the SIPX Service or the Sites will be free from conduct or content that violates these rules.
If you believe there is a violation of these rules and would like to report it to SIPX, please contact email@example.com.
7. OWNERSHIP OF INTELLECTUAL PROPERTY
Subject to the grants in these Terms, SIPX owns all right, title and interest in and to the SIPX Service, the Sites, and all other materials available via the SIPX Service and the Sites (excluding the Content) and any and all intellectual property rights embodied therein. You acknowledge and agree that such material constitutes copyrighted and/or otherwise legally protected materials. You also acknowledge and agree that the Content might include copyrighted and/or otherwise legally protected materials of third parties.
The SIPX marks, logos or slogans made available via the SIPX Service or on the Sites are trademarks of SIPX and its suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of SIPX or the applicable trademark holder. You may not use any metatags or any other “hidden text” utilizing “SIPX” or any other name, trademark or product or service name of SIPX without our prior written permission. In addition, the look and feel of the SIPX Service and the Sites, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of SIPX and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos made available via the SIPX Service or the Sites are the property of their respective owners.
8. LINKS TO OTHER WEBSITES
SIPX may provide references or hyperlinks to websites maintained or controlled by third parties. SIPX is not responsible for reviewing such third party websites and makes no claims, representations or warranties regarding such third party websites or the content thereof. References on the SIPX Service or the Sites to any websites, products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by SIPX.
YOU ACKNOWLEDGE AND AGREE THAT: (1) THE SIPX SERVICE AND THE SITES REQUIRE ACCESS TO AND USE OF THE INTERNET; (2) SIPX IS NOT RESPONSIBLE FOR OPERATING OR MAINTAINING YOUR SERVERS AND YOUR CONNECTION TO THE INTERNET TO ACCESS AND UTILIZE THE SIPX SERVICE OR THE SITES; AND (3) THERE ARE RISKS INHERENT IN INTERNET CONNECTIVITY THAT COULD RESULT IN THE LOSS OF YOUR DATA. SIPX PROVIDES THE SIPX SERVICE AND THE SITES (INCLUDING, ALL CONTENT PROVIDED VIA THE SIPX SERVICE) ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATIONS, WARRANTIES, COVENANTS OR CONDITIONS OF ANY KIND. SIPX DOES NOT WARRANT THAT THE SIPX SERVICE OR THE SITES WILL BE UNINTERRUPTED, ERROR-‐FREE OR COMPLETELY SECURE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SIPX DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THE SIPX SERVICE, THE SITES AND THE CONTENT WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE, INCLUDING ANY AND ALL: (I) WARRANTIES OF MERCHANTABILITY; (II) WARRANTIES OF FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT SIPX KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED OR IS OTHERWISE AWARE OF ANY SUCH PURPOSE); AND (III) WARRANTIES OF NONINFRINGEMENT OR CONDITION OF TITLE. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE RELIED ON NO WARRANTIES. SIPX TAKES NO RESPONSIBILITY AND ASSUMES NO LIABILITY FOR ANY USER CONDUCT OR ANY CONTENT UPLOADED TO, DISTRIBUTED THROUGH OR STORED ON THE SIPX SERVICE, NOR IS SIPX LIABLE FOR ANY MISTAKES, DEFAMATION, SLANDER, LIBEL OR OMISSIONS YOU MAY ENCOUNTER WHILE USING THE SIPX SERVICE. YOUR USE OF THE SIPX SERVICE IS AT YOUR OWN RISK. THIS PROVISION WILL SURVIVE YOUR USE OF THE SIPX SERVICE AND THE SITES.
You, at your sole expense, will defend, indemnify and hold SIPX and its directors, officers, shareholders, employees, consultants, affiliates and agents (collectively, “SIPX Indemnitees”) harmless from and against any and all actual or threatened suits, actions, proceedings (at law or in equity), claims (groundless or otherwise), damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including, but not limited to, reasonable attorneys’ fees and costs, expert witnesses’ costs and fees, penalties, interest and disbursements) arising from or relating to any suit, action, or proceeding against any SIPX Indemnitees, whether successful or not, caused by, arising out of, resulting from, attributable to or in any way incidental to any breach by you of these Terms, any Content Terms, your use of the Sites or SIPX Service (including use of your SIPX account by a third party), and you agree to cooperate fully in SIPX’s defense of any such claims.
11. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SIPX BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF REVENUE, LOSS OF GOODWILL, ANY INTERRUPTION OF BUSINESS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE SIPX SERVICE, THE SITES OR ANY CONTENT REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OR IS OTHERWISE AWARE OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
TO THE FULLEST EXTENT PERMITTED BY LAW, SIPX’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THE USE OF THE SERVICE OR THE SITES WILL NOT EXCEED TWENTY U.S. DOLLARS ($20) OR THE TOTAL AMOUNT OF FEES RECEIVED BY SIPX FROM THE USER STEMM ING FROM CONTENT PURCHASES DURING THE PAST 3 MONTHS OF USE, WHICHEVER IS GREATER.
12. TERMINATION & EFFECTS OF TERMINATION
SIPX may terminate your right to use the SIPX Service or the Sites immediately if you breach the Terms (or if SIPX reasonably believes you have breached the Terms). Upon the termination of your right to use the SIPX Service, all licenses granted to you herein will terminate (except that your rights to any Content you legitimately access prior to the termination of your right to use the SIPX Service will be subject to the Content Terms applicable to such Content). SIPX may, in its sole discretion, take any measures SIPX reasonably deems necessary to prevent your further use of the SIPX Service or the Sites.
13. FEEDBACK & SUBMISSIONS
You acknowledge and agree that any feedback or information (excluding Content) you submit to SIPX regarding SIPX, the Sites or the SIPX Service, including but not limited to questions, comments, suggestions or ideas, whether provided by you in the form of email or other submissions to SIPX, or any postings on the SIPX Service (collectively the “Submissions”), are non-confidential. You hereby license to SIPX, royalty-free and in perpetuity, all rights in and to such Submissions, including all intellectual property rights, and SIPX will be entitled without obligation or restriction to use, disclose, reproduce, license, distribute, disseminate and otherwise exploit such Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
14. COPYRIGHT COMPLAINTS
SIPX takes intellectual property rights seriously. In accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable law, SIPX has adopted a policy of terminating, in appropriate circumstances and at SIPX’s sole discretion, users who are deemed to be repeat infringers. For further information, please see SIPX’s Copyright Policy.
These Terms, any dispute arising out of or in connection with these Terms or your use of, or inability to use, the SIPX Service or the Sites will be governed by and construed in accordance with the laws of the State of California, applicable to agreements made and to be entirely performed within the State of California, without resort to its conflict of law provisions. The parties agree that any action at law or in equity arising out of or relating to the Terms, the SIPX Service or the Sites will be filed only in the state and federal courts located in Santa Clara County, California and the parties hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of the Terms, the SIPX Service or the Sites.
If any provision of the Terms is invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other provisions of the Terms will nonetheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by the Terms is not affected in any manner adverse to any party. Upon determination that any provision is invalid, illegal, or incapable of being enforced, the parties will negotiate in good faith to modify the Terms so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled. The failure of SIPX to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.
SIPX will not be responsible for any failure to perform or delay attributable in whole or in part to any cause beyond its reasonable control, including but not limited to acts of God (fire, storm, floods, earthquakes, etc.), civil disturbances, disruption of telecommunications, disruption of power or other essential service, interruption or termination of service by any service providers being used by SIPX, the Internet, labor disturbances, vandalism, cable cut, computer viruses or other similar occurrences, or any malicious or unlawful acts of any third party.
Notwithstanding any terms to the contrary in these Terms, SIPX may choose to electronically deliver all communications with you, which may include: (1) Email to your email address indicated in your communications with SIPX or upon registration with the SIPX Service or the Sites; or (2) Posting messages that are displayed to you when you log into or accesses the SIPX Service Sites. SIPX’s electronic communications to you may transmit or convey information about action taken on your request, portions of your request that may be incomplete or require additional explanation, any notices required under applicable law and any other notices. You agree to do business electronically with SIPX, and to receive electronically all current and future notices, disclosures, communications and information, and that the aforementioned provided electronically satisfies any legal requirement that such communications be in writing. An electronic notice will be deemed to have been received the day of receipt as evidenced by such email.
16. QUESTIONS & CONTACT INFORMATION
If you believe there is a violation of these Terms and would like to report it to SIPX, or if you have questions or comments about the SIPX Service or Sites, please contact firstname.lastname@example.org.