In the event of any conflict between the content in this document and the documents incorporated by reference, this document shall control with respect to your use of the API. If you disagree with anything in these Terms, Tutellus does not grant you a license to use the API and, as a result, you may not use the API.
Tutellus reserves the right, from time to time, with or without notice to you, to change these Terms in our sole and absolute discretion. The most current version of the Terms will supersede all previous versions. By using the Tutellus API subsequent to publication of modifications to the Terms, you agree to be bound to the full language of the most current Terms, as revised and published. Your only recourse if you disagree with the Terms, or changes to the Terms, is to discontinue your use of the API. As such, you should review the Terms periodically.
1. Description and Restrictions
1.2. API Modifications. Tutellus has the right but not the obligation to release subsequent versions of the API and to require you to obtain and use the most recent version. Tutellus may remove and/or cease supporting previous versions of the API. The API is currently provided for free, and while we have no plans to charge developers for access, we do reserve the right to charge for the API in the future.
1.3. Support. Tutellus has no obligation to provide you or your users with support. You are solely responsible for providing user support and any other technical assistance for your Application. If Tutellus elects at any time to provide support, it shall be considered part of the Tutellus services for purposes of Section 7, and Tutellus may terminate the support at any time without notice to you for any or no reason.
1.4. Monitoring your Use of the Tutellus API. You agree to provide us with access to your Application and/or other materials related to your use of the API as reasonably requested by us to verify your compliance with these Terms and as may be necessary to audit your use, display and storage of the Content. You agree that we may crawl or otherwise monitor online Applications and you agree not to block or interfere with such efforts by Tutellus.
1.5. Usage Limitations. Tutellus may limit the number of network calls that your Application may make via the API, and/or the maximum file size, and/or the maximum Content that may be accessed, or anything else about the API and the Content it accesses as Tutellus deems appropriate in its sole discretion.
1.6. Branding, Attribution and Goodwill. You must clearly and conspicuously attribute the source of all Content as received from Tutellus and link directly back to the relevant Tutellus sites. All Content provided by Tutellus remains the property of Tutellus, its licensees or its licensors, as applicable.
1.7. No Direct or Framed Playback. You may not hyperlink from any displayed Content directly into a playback experience. Rather, your Application must take the user to the corresponding Tutellus-branded “course detail page” (i.e., the page within the Tutellus website or a Tutellus proprietary application (e.g., an application published by and branded “Tutellus”) that describes the applicable course and provides the user the opportunity to initiate playback of the course). Your Application cannot frame playback. For purposes of this section, “playback” means when a user views, plays, performs or displays a course video from Tutellus.
1.8. Appropriate Conduct and Usage Restrictions. You are responsible for your own conduct while using the API and for any consequences thereof. You will use the API only for purposes that are legal, proper and in accordance with these Terms and any applicable policies or guidelines provided by Tutellus from time to time. In addition to the other restrictions contained in these Terms, you agree that when using the API, you will not do the following, attempt to do the following, or permit your end users or other third parties to do the following:
- · Link (i.e., hyperlink) from Tutellus Content you display to any location or domain other than the Tutellus website or a Tutellus Application;
- · Distribute Content to any third party other than directly to end users through your own Application;
- · Charge, directly or indirectly, any fee (including any unique, specific, or premium charges) for access to the Content or your integration of the APIs in your Application, or use the APIs to build an enterprise application (e.g., that you distribute to other companies) without explicit permission from Tutellus;
- · Interfere with or disrupt Tutellus services or servers or networks connected to Tutellus services, or disobey any requirements, procedures, policies or regulations of networks connected to Tutellus services;
- · Modify, add to, remove, overlay or obscure any of the Content, including text, graphics, hyperlinks or legal notices contained therein, except that (a) with respect to graphic images, you may re-size such images while maintaining the same relative proportions of the image, and (b) where technically permitted by the applicable API, you may omit some of the Content offered through the API so long as you do not alter the Content you choose to display;
- · Use the APIs in an Application containing any of the following content: adult content; pyramid schemes, chain letters or disruptive commercial messages or advertisements; infringing, or obscene content; content promoting or instructing about illegal activities or promoting physical harm or injury against any group or individual; content infringing any patent, trademark, copyright, trade secret or other proprietary right of any party; content defaming, abusing, harassing, stalking, threatening or violating the rights of privacy and publicity; content disparaging of Tutellus or its licensors, licensees, affiliates, partners, or any person or character associated with any particular movie or TV show; or anything other inappropriate or unlawful content;
- · Display the Content in a way that disparages, tarnishes, or impairs Tutellus or its or its licensors, licensees, affiliates or partners;
- · Restrict or inhibit any other user from using and enjoying Tutellus services;
- · Use Tutellus services for any illegal or unauthorized purpose;
- · Request, collect, solicit, or otherwise obtain access to sign-in names, passwords or other authentication credentials for Tutellus subscribers other than by directing users to the Tutellus subscriber log-in mechanism;
- · Impersonate any person or obtain access to the Tutellus services without authorization;
- · Enable any other person to personally identify any user of your Application except with the user's express consent;
- · State or imply affiliation, sponsorship or endorsement of you or your Application by Tutellus, a third party Content provider or any person or character associated with any particular Course;
- · Download, scrape, post, or transmit, in any form or by any means, any part of the Tutellus services or Content other than Content which you receive via the APIs in accordance with these Terms;
- · Use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of Tutellus services or collect information about users for any unauthorized purpose;
- · Create user accounts by automated means or under false or fraudulent pretenses;
- · Sell, lease, share, transfer, sublicense any Content obtained through the APIs, directly or indirectly, to any third party, including any data broker, ad network, ad exchange, or other Application; or
- · Transmit any viruses, worms, defects, Trojan horses, or other disabling code, via the APIs or otherwise, to Tutellus, Tutellus subscribers’ or other third parties’ computers.
1.9. Legal Compliance. You and your Application will comply with all applicable laws and regulations in the course of using the APIs and collecting, using, displaying storing and sharing the Content.
2. License to Tutellus.
You hereby grant Tutellus a non-exclusive license to display the trade names, trademarks, service marks, logos, copyright notices, domain names, and other distinctive brands associated with you and your Application for the purpose of promoting or advertising that you use the API, or for inclusion in a directory at Tutellus’s sole discretion.
3. Proprietary Rights and License
3.1. Tutellus Property. As between you and Tutellus, Tutellus retains all right, title and interest, including without limitation all intellectual property rights, in and to, (a) the API and any and all elements and components thereof, including content, technology, software, code, user interfaces, and any derivatives works and/or compilations thereof or relating to; (b) the Content available through the API; (c) the Tutellus Brands (d) any feedback (including suggestions comments, improvements, ideas, etc.), about the Tutellus services, the Content, the API, or any applications Tutellus may be developing ("Feedback") ((a), (b), (c) and (d) collectively the "Tutellus Property"). You agree to take such actions, including, without limitation, execution of affidavits or other documents, as Tutellus may reasonably request to effect, perfect or confirm Tutellus's rights to the Tutellus Property.
3.2. License Grant. You shall not acquire any right, title, or interest in or to the Tutellus Property except as expressly set forth in these Terms. Subject to your compliance with the terms and conditions in these Terms, and solely for the duration of these Terms, Tutellus grants you a limited, non-exclusive, revocable, non-sublicensable and non-transferable license to access and use the API solely to develop, test, display, distribute and execute your Application for distribution to Tutellus subscribers; to access and display in your Application the Content and Tutellus Brands provided by Tutellus; and to allow your users to access your Application as permitted by Tutellus. You will not, and will not permit any person, directly or indirectly, to reverse engineer, disassemble, reconstruct, decompile, translate, modify, copy, or, other than as explicitly permitted hereunder, create derivative works of the APIs, Tutellus Brands, Content, or any other portion of the Tutellus website or services.
3.3. Your Warranty, Ownership and License Grants. You represent and warrant that: (a) your Application and its content is your original work or was legally obtained; and (b) our and our sublicensees' and affiliates' use of your Application and content as permitted by the licenses granted by you in these Terms (including either in Section 3.2 above or below in this Section) will not violate any third party's rights. Except to the extent your Application and its content contains Tutellus Property, Tutellus claims no ownership or control over your Application or the content sent, posted or displayed through your Application.
3.4. Tutellus Development. You understand and acknowledge that Tutellus may be independently creating applications, content and other products or services that may be similar to or competitive with your Application and its content, and nothing in these Terms will be construed as restricting or preventing Tutellus from creating and fully exploiting such applications, content and other items, without any obligation to you. If you elect to provide us with any Feedback, you hereby assign all right, title and interest in and to such Feedback to us, and acknowledge that we will be entitled to use, implement and exploit any such Feedback in any manner without restriction, and without any obligation of confidentiality, attribution or compensation or other duty to account.
4.3. You will not ask for, view, store, access, or cache the sign-in name or passwords to Tutellus subscribers’ accounts. However, you may ask for your users' email addresses (which may or may not be the same as such user's sign-in name) for communicating with your users about the Application.
4.4. You must implement reasonable technical, physical and administrative security measures to protect any Content and any personal data obtained from the API or otherwise from users of your Application.
You can promote your Application and get Revenues through the Tutellus Affiliate Program. You have all comercial terms in section 10 of General Terms.
You may promote your Application, including talking to traditional and online media and your users about your Application, so long as you do so truthfully and without implying that your Application is created or endorsed by Tutellus (or otherwise embellishing your relationship with Tutellus) or by a third party Content provider or any person or instructor associated with any particular Course. For example, you may factually state that your Application is an application that includes Tutellus data or an application for use with Tutellus (so long as you are in full compliance with these Terms). However, you may not issue any formal press release via traditional or online media without Tutellus's prior consent.
8. Disclaimer of Warranties
YOU EXPRESSLY UNDERSTAND AND AGREE TO THE FOLLOWING DISCLAIMERS TO THE EXTENT PERMITTED BY APPLICABLE LAW:
8.1. YOUR USE OF THE TUTELLUS PROPERTY AND ANY TUTELLUS SERVICES IS AT YOUR SOLE RISK. THE TUTELLUS PROPERTY AND ANY TUTELLUS SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TUTELLUS 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.
8.2. TUTELLUS MAKES NO WARRANTY THAT THE TUTELLUS PROPERTY OR ANY TUTELLUS SERVICES (A) WILL MEET YOUR REQUIREMENTS, (B) WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR HAVE KNOWN OR DISCOVERED ERRORS CORRECTED, (C) WILL PROVIDE RESULTS THAT ARE ACCURATE OR RELIABLE, OR (D) WILL MEET YOUR EXPECTATIONS (OR THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE TUTELLUS PROPERTY OR ANY TUTELLUS SERVICES WILL MEET YOUR EXPECTATIONS).
8.3. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE TUTELLUS PROPERTY OR ANY TUTELLUS SERVICES IS ACQUIRED AT YOUR OWN DISCRETION AND RISK AND 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.
8.4. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM TUTELLUS SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
9. Limitation of Liability
YOU AGREE TO THE FOLLOWING LIMITATION OF LIABILITY TO THE EXTENT PERMITTED BY APPLICABLE LAW: YOU EXPRESSLY UNDERSTAND AND AGREE THAT TUTELLUS SHALL NOT BE LIABLE TO YOU 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 TUTELLUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE TUTELLUS PROPERTY OR TUTELLUS SERVICES; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR IN THE TUTELLUS PROPERTY OR ANY TUTELLUS SERVICES; OR (E) ANY OTHER MATTER RELATING TO THE TUTELLUS PROPERTY OR ANY TUTELLUS SERVICES.
10. Release and Waiver
To the maximum extent permitted by applicable law, you hereby release and waive all claims against Tutellus and its subsidiaries, affiliates, and their respective officers, agents, and employees, advertisers or partners from any and all liability for claims, damages (actual and/or consequential), costs and expenses (including litigation costs and attorney's fees) of every kind and nature, arising from or in any way related to your use of the Tutellus Property.
11. Confidential Information
The term "Tutellus Confidential Information" means any information of or relating to Tutellus that becomes known to you through disclosure, observation or otherwise, and that either is designated as confidential by Tutellus or that is not generally known or readily ascertainable to the public, including, without limitation, nonpublic information regarding the Tutellus API and Tutellus's products, services, programs, features, data, techniques, technology, code, ideas, inventions, research, testing, methods, procedures, know-how, trade secrets, business and financial information and other activities. All Tutellus Confidential Information remains the property of Tutellus, and no license or other right in any Tutellus Confidential Information is granted hereby. You will not disclose any Tutellus Confidential Information to any third party, and will take all reasonable precautions to prevent its unauthorized dissemination, both during and after the term of these Terms. If you are a corporate entity, you will limit your internal distribution of Tutellus Confidential Information to your employees and agents who have a need to know, and will take steps to ensure that dissemination is so limited. You will not use any Tutellus Confidential Information for the benefit of anyone other than Tutellus. Upon Tutellus's written request, you will destroy or return to Tutellus all Tutellus Confidential Information in your custody or control. In addition to the terms of this provision, you and Tutellus will continue to be subject to any non-disclosure agreement that you and Tutellus have entered into separately. This provision will survive any expiration or termination of these Terms.
12. Term, Termination.
12.2. Tutellus Termination, Suspension, or Discontinuance. We may suspend or terminate your use of all or any of the APIs at any time (a) if we believe you have violated these Terms (including the documents they incorporate by reference) or, in our sole discretion, we believe the availability of the APIs in your Application is not in our or our users' best interests or (b) otherwise for any reason or no reason at all. We may also impose limits on certain features and services or restrict your access to some or all of the APIs or the Content they provide. All of our rights herein may be exercised without prior notice or liability to you.
12.3. Your Termination. You may terminate these Terms for any reason or no reason at all, at your convenience, by ceasing use of the API.
12.4. Refusal of Application. Tutellus shall have the right, in its sole discretion, to refuse to permit your use of the API with a particular Application. Unless Tutellus states otherwise, such rejection will not terminate these Terms with respect to other Applications you may have created. Tutellus shall have no liability to you for such refusal.
12.7. Remedies. You acknowledge that your breach of these Terms may cause irreparable harm to Tutellus and/or its licensors, the extent of which would be difficult to ascertain. Accordingly, you agree that, in addition to any other remedies to which Tutellus may be legally entitled, Tutellus shall have the right to seek immediate injunctive relief in the event of a breach of these Terms by you or any of your officers, employees, consultants or other agents. If Tutellus seeks injunctive relief, we shall not be required to post a bond.
13. General Information
13.1. Interpretation. The term “include” (and all of its variants) when used in these Terms will be interpreted to be followed by the clause “without limitation” in all cases. You agree that Tutellus has sole discretion in determining the interpretation of the meaning of these Terms, including determining your compliance with these Terms.
13.2. Export Controls. You shall, in connection with your use of the API, comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations, the International Traffic in Arms Regulations, and country-specific economic sanctions programs implemented by the Office of Foreign Assets Control in connection with your use of the API.
13.3. Entire Agreement. These Terms, including the other documents explicitly incorporated by reference, constitute the entire agreement between you and Tutellus and govern your use of the API, superseding any prior agreements between you and Tutellus.
13.4. Choice of Law and Forum. These Terms and the relationship between you and Tutellus shall be governed by the laws of Spain without regard to its conflict of law provisions. You and Tutellus agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Madrid.
13.5. Waiver. The failure of Tutellus to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
13.6. Severability of Terms. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect.
13.7. Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your use of the Tutellus Property must be filed within one (1) year after such claim or cause of action arose or be forever barred.
13.8. Third Party Beneficiaries. Nothing in these Terms should be construed to confer any rights to third party beneficiaries.
13.9. Headings. The section headings in these Terms are for convenience only and have no legal or contractual effect.
© 2016 Tutellus Technologies, S.L.