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DIRECTORY.STUDIOABROAD.COM

TERMS AND CONDITIONS OF USE 

 

 

 

 

 

These terms and conditions govern how you may use the Directory.StudioAbroad.com website (the "Site") and establish a legal agreement between you and Terra Dotta, LLC ("Terra Dotta"), which operates the Site.  Please read all of these terms and conditions carefully, as they impact your legal rights.  If you do not understand them, please seek the advice of an attorney.

 

 

How to accept this Agreement:

 

 

 

These terms and conditions may be attached to and/or incorporated in an Enrollment Form or other document or agreement signed by you.  By signing any such document, you accept these terms and conditions.

 

 

 

If these terms and conditions are presented to you online with an "Accept" button, pressing that button will signify that you accept these terms and conditions.  In any case, you also accept these terms and conditions by using the Site.

 

 

 

By either clicking on the "Accept" button or using the Site, you represent and warrant that you have the full power, authority and legal capacity to enter into this Agreement.

 

 

 

How to decline this Agreement:

 

 

 

You do not have to accept these terms and conditions.  To reject them, do not press the "Accept" button and refrain from using the Site, or as applicable do not sign the Enrollment Form or other document that incorporates these terms and conditions.

 

1. INTRODUCTION

 

These terms and conditions apply to three different classes of users:

 

  1. Content Consumers: Internet Directories of Study Abroad Programs, which may also include schools, each of whom may receive or download information from the Site for inclusion in their own directories of Study Abroad Programs.  This class of users includes users who use Terra Dotta's StudioAbroad software to manage their own study abroad directories. 
  2. Content Providers:  Schools and other organizations that provide information regarding Study Abroad Programs for inclusion on the Site 
  3. Visitors:  All users not included in either category 1 or 2 above, including (but not limited to) students and parents who wish to view the information at the Site for their own personal use.

 

 

 

You may be both a Content Consumer and a Content Provider at the same time; the categories are non-exclusive.

 

2. DEFINITIONS

 

These terms and conditions use several capitalized words or phrases to refer to various concepts.  The meanings of these capitalized terms are as follows, or as otherwise defined in these terms and conditions:

 

 

 

Word or Phrase

 

Meaning

 

Agreement

 

These terms and conditions, as well as any associated Enrollment Forms or other documents incorporating these terms and conditions

 

DMCA

 

The Digital Millennium Copyright Act

 

Download Content

 

Study Abroad Program Content made available by Content Providers on the Site for downloading. 

 

Our Web Pages

 

Web pages on the Site which include some or all of Your Content, including excerpts from Your Content, and which may also include similar content from other users of the Site, advertisements and Terra Dotta's own content

 

Study Abroad Program

 

Programs providing study abroad, internships, work abroad or other related fields as dictated by Terra Dotta

 

Study Abroad

 

Program Content

 

Electronic information about Study Abroad Programs including text, data, audio files, videos, animations, graphics and photographs

 

User Information

 

Identifying information about a user, including information such as contact name and address, telephone number and email-address, but excluding information about Study Abroad Programs.

 

Your Content

 

Study Abroad Program Content which you have uploaded to the Site.

 

Your Derivatives

 

Electronic or printed directories and materials, including web pages on any website, which: (a) are created or controlled by you, and (b) include or are based on at least some Download Content.

 

 

 

As used in these terms and conditions, the words "download" and "upload" refer to downloading from or uploading to the Site and not to or from any other website.  In addition, "download" does not refer to the making of temporary buffer or cache copies of web pages which is incidental to the normal use of a web browser.  In addition, "upload" does not refer to the act of typing information into web-based forms.

 

3. CONTENT CONSUMERS

 

Content Consumers may obtain and use Download Content only under the terms of this Section 3.

 

     A. What You may do with Download Content

 

    1. Copy the Download Content;
    2. Publicly perform any portions of the Download Content which is capable of being performed, and publicly display any portions of the Download Content which is capable of being displayed;
    3. You may create and publish Your Derivatives, which may contain portions of and/or excerpts from the Download Content, solely for your own organization's purposes.  Your Derivatives may include your own content, content from third parties, and advertisements.  You may not include vulgar, obscene, offensive, defamatory or unlawful content in Your Derivatives.   You may also modify the Download Content in limited ways, by summarizing accurately the Download Content, fitting the Download Content in limited space, inserting the Download Content into Your database, or in other, minor formatting ways.

 

     B. Rights

 

This Agreement does not transfer any copyright or other rights to you. To the extent that Terra Dotta has the right to do so, Terra Dotta grants you a non-exclusive, non-transferable license to copy, distribute, display, and use the Download Content as specified in Section 3.A, above.

 

 

 

Content Providers have agreed to similar terms and conditions under which you may receive a sublicense to publish their content.  Terra Dotta does not warrant that any such agreements are legally binding or that any such Content Providers have the legal right to sublicense and/or provide their content.

 

      C. Removing Download Content

 

From time to time, Content Providers may request in writing that you remove their content, including content they have licensed from third parties, from Your Derivatives.  You agree to honor any such request.

 

     D. Removal and Denial of Content

 

You agree that Terra Dotta has the right, but not the obligation, to refuse or remove any content that is available on the Site, and that Terra Dotta has the sole discretion to exercise this right.

 

     E. Trademarks

 

You agree that any use of trademarks in the Download Content shall be limited to descriptions of the program provided by the trademark owner.  Unless you have reached a separate agreement with the trademark owner, you agree not to imply or state any endorsement or affiliation by any contributor of Download Content.

 

 

 

You grant to Terra Dotta the right to use your name and logo on a web page listing the business artners of Terra Dotta.

 

4. CONTENT PROVIDERS

 

Content Providers may upload information to the Site only under the terms of this Section 4.

 

     A. Who may Upload Content

 

By uploading information to the Site, you represent and warrant that you are a school or organization that creates, organizes, or promotes bona fide Study Abroad Programs. 

 

     B. What may be Uploaded

 

You may upload only Study Abroad Program Content to which you either:

 

    1. own the copyright and all other necessary rights, or
    2. have a license from the copyright holder and all other rights holders which allows you to sublicense the Study Abroad Program Content to Terra Dotta under the terms of Section 4.C, below.

 

     C. License to Your Content

 

You grant Terra Dotta a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to do the following:

 

    1. copy Your Content;
    2. create and publish Our Web Pages;
    3. publicly perform any portions of Your Content which is capable of being performed, and publicly display any portions of Your Content which is capable of being displayed;
    4. distribute Our Web Pages and/or Your Content to Content Consumers; and
    5. reasonably modify Your Content and Our Web Pages so as to: (a) remove material which violates these terms and conditions, is illegal, or which Terra Dotta might, in its sole discretion, consider offensive to itself or some third party; (b) summarize accurately the Download Content; (c) fit the Download Content in limited space; (d) insert the Download Content into Terra Dotta's database, or (e) change Download Content in other, minor formatting ways.

 

 

 

In addition, you grant Content Consumers a non-exclusive, royalty-free, license to do the following:

 

    1. copy Your Content;
    2. publicly perform any portions of Your Content which is capable of being performed, and publicly display any portions of Your Content which is capable of being displayed;
    3. create and publish their Derivatives, where such Derivatives include Your Content in whole or in part, and may also include content owned by a Content Consumer and/or content owned by third parties, as well as advertisements.
    4. modify Your Content in limited ways, by summarizing accurately Your Content, fitting Your Content in limited space, inserting Your Content into your database, or in other, minor formatting ways.

 

     D. Infringing Material

 

You represent and warrant that if any third party owns any of Your Content, you have obtained that third party's written agreement to upload such content to the Site and to allow Terra Dotta to do the things specified in section 4.C, above.  You also represent, warrant, and agree that Your Content does not invade anybody's right of privacy or publicity and does not contain any unlawful, obscene or defamatory material.  You agree to indemnify Terra Dotta, its employees, agents, affiliates, officers and directors and Content Consumers against suits, claims, loss, damage, expense, penalty or liability arising from your breach of either of the above warranties.

 

     E. Removal and Denial of Content

 

You agree that Terra Dotta has the right, but not the obligation, to refuse or remove any content that is available on the Site, and that Terra Dotta has the sole discretion to exercise this right.

 

     F. Advertising

 

Terra Dotta may insert advertising for itself or third parties on the Site and shall retain any revenue from such advertising.

 

     G. Trademarks

 

By uploading content containing your trademarks, you grant Terra Dotta and Content Consumers the right to use your trademarks in conjunction with Your Content.  In addition, you grant to Terra Dotta, the right to use your name and logo on a web page listing the various business partners of Terra Dotta.

 

 

 

5. YOUR CONDUCT

 

You warrant and agree not to use the Site to:

 

  • Further, in any way, any criminal, fraudulent or other unlawful activity;

 

  • Impersonate any other person or entity, or misrepresent your affiliation with any other person or entity;

 

  • Engage in any spamming or flooding of the Site;

 

  • Forge headers or otherwise manipulate identifiers in order to disguise the origin of any content or email transmitted through the Site;

 

  • Interfere with or disrupt the Site or server or networks connected to the Site, or disobey any requirement, procedures, policies or regulations of networks connected to the Site; or

 

  • Violate any applicable local, state, national or international law or regulation in connection with your use of the Site.

 

  • Abuse, harass, threaten, impersonate or intimidate other users of the Site or to otherwise interfere with another user's use and enjoyment of the Site;

 

  • Post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any user of the Site, regardless of whether such password, account or private information relate to the Site;

 

  • Create or submit unwanted email;

 

  • To submit content which links to affiliate programs, multi-level marketing schemes or off-topic content;

 

  • Take any action that imposes, or may impose an unreasonable or disproportionately large load on Terra Dotta's servers or network;

 

  • Interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site;

 

  • Bypass any measures used to prevent or restrict access to the Site;

 

  • Circumvent, disable or otherwise interfere with security related features of the Site or features that prevent or restrict the use or copying of any content or that enforces limitations on the use of the Site or the content therein.

 

6. LINKS

 

The Site may provide links to other web sites or resources.  Because Terra Dotta has no control over such sites and resources, you acknowledge and agree that Terra Dotta is not responsible for the availability of such external sites or resources and does not endorse and is not responsible or liable for any content, advertising, products, privacy policies or other materials on or available from such sites or resources.  You also acknowledge that Terra Dotta is not liable for any injury or loss to you or others related in any way to your use of such links or other web sites or resources.

 

7. PRIVACY POLICY

 

The parties agree to the terms of Terra Dotta's current privacy policy, which is available at Directory.StudioAbroad.com and is incorporated into this Agreement by reference.

 

8. OPERATION OF SITE

 

Terra Dotta may, in its sole discretion, suspend or terminate operation of the Site for maintenance or any other reason.  In addition, technical and other issues may make the Site unavailable from time to time.  Terra Dotta makes no commitment, warranty or guarantee that the Site will operate in a timely, uninterrupted or error-free manner, or that the Site will meet the expectation of any user.

 

 

 

Terra Dotta may, in its discretion, modify the features, availability, operation and/or look and feel of the Site from time to time without notice to any user.

 

 

 

You agree that Terra Dotta may monitor and review any of Your Content and remove any such materials if Terra Dotta believes that their posting breaches any of the obligations in this Agreement.  You agree, however, that Terra Dotta has no duty or ability to review all such material.

 

9. COPYRIGHT COMPLAINTS

 

 

 

Terra Dotta is a "service provider" as defined in 17 U.S.C. § 512(k).  It is Terra Dotta's policy to respond expeditiously to claims of infringement. Terra Dotta will promptly process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act ("DMCA") and other applicable laws.  Terra Dotta will terminate access for users and account holders who are repeat infringers.

 

 

 

If You believe in good faith that Your copyrighted material has been posted on the Site in violation of any applicable rights or licenses, and You want this material removed, You must provide the Site with a written communication that details the information listed in this section. Please also note that under Section 512(f) of the Copyright Act any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability. We suggest that You first contact an attorney for legal assistance on this matter.

 

 

 

To file a copyright infringement notification with us, You will need to send a written communication that includes substantially the following (please consult an attorney or see Section 512(c)(3) of the Copyright Act to confirm these requirements):

 

  • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

 

  • Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.

 

  • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material.

 

  • Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.

 

  • A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.

 

  • A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

 

 

 

Send the written infringement notice and the materials above to the following address:

 

 

 

Copyright Agent

Terra Dotta, LLC

501 West Franklin Street, Suite 105

Chapel Hill, NC 27516

Phone: 1-877-368-8277

Fax: 1-877-368-8277

Email: copyrightagent@terradotta.com

 

Upon receipt of notices complying, or substantially complying, with the DMCA and this section, Terra Dotta may act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity and may act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing.

 

 

 

10. DISCLAIMERS

 

TERRA DOTTA MAKES NO WARRANTY ABOUT THE APPROPRIATENESS OF ANY STUDY ABROAD PROGRAM AND DOES NOT OPERATE OR OTHERWISE CONTOL ANY SUCH PROGRAM AND DISCLAIMS ANY AND ALL RESPONSIBILITY FOR THE HEALTH AND SAFETY OF PARTICIPANTS IN SUCH PROGRAMS.

 

 

 

YOU AGREE THAT THE SITE AND ALL SOFTWARE, CONTENT, SERVICE AND MATERIALS PROVIDED OR OFFERED ON THE SITE ARE PROVIDED OR OFFERED ON AN "AS-IS", "AS-AVAILABLE" BASIS, WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND BY TERRA DOTTA, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.  WITHOUT LIMITING THE PRIOR SENTENCE, TERRA DOTTA DOES NOT WARRANT OR MAKE ANY REPRESENTATION ABOUT THE QUALITY, ACCURACY, COMPLETENESS OR CURRENTNESS OF ANY OF THE MATERIAL, CONTENT, OR INFORMATION SOLD OR PROVIDED THROUGH THE SITE. 

 

TERRA DOTTA ASSUMES NO LIABILITY OR RESPONSIBILITY FOR (1) ANY ERRORS, MISTAKES OR INACCURACIES OF CONTENT; (2) ANY PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SITE; (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSIONS TO OR FROM THE SITE; (5) ANY BUGS, VIRUSES, TROJAN HORSES OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SITE BY ANY THIRD PARY; AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED OR OTHERWISE MADE AVAILABLE VIA THE SITE. 

 

TERRA DOTTA DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE OR ANY HYPERLINKED SITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING AND TERRA DOTTA WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.  YOU SHOULD USE YOUR BEST JUDGEMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

 

 

 

 

 

 

 

Some jurisdictions do not allow certain limitations, so some or all of the above limitations may not apply to you.

 

 

 

Terra Dotta does not claim that the Site is appropriate or available for use in all jurisdictions and locations.  Those who access or use the Site do so of their own volition and are responsible for complying with local law.

 

11. LIMITATION OF LIABILITY

 

 

 

IN NO EVENT SHALL TERRA DOTTA OR ANY OF ITS OFFICERS, EMPLOYEES, AFFILIATES OR AGENTS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, COVER, PUNITIVE, INCIDENTAL OR SIMILAR DAMAGES (INCLUDING, WITHOUT LIMITIATION, LOST PROFITS, LOST SALES OR LOST BUSINESS) DIRECTLY OR INDIRECTLY RELATED TO OR ARISING OUT OF THE SITE OR ANY TRANSACTION ENTERED HEREUNDER, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF TERRA DOTTA OR ONE OF ITS OFFICERS, EMPLOYEES, AFFILIATES OR AGENTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  YOU AGREE THAT THE LIABILITY OF TERRA DOTTA, ITS OFFICERS, EMPLOYEES, AFFILIATES AND AGENTS, IF ANY, ARISING OUT OF ANY KIND OF LEGAL CLAIM (WHETHER IN CONTRACT, TORT OR OTHERWISE) IN ANY WAY CONNECTED WITH ANY TRANSACTION ENTERED HEREUNDER OR THE SITE SHALL NOT EXCEED THE AMOUNT YOU PAID TO TERRA DOTTA IN CONNECTION WITH THE TRANSACTON GIVING RISE TO SUCH CLAIM, OR $500, WHICHEVER IS GREATER.  ANY ACTION UNDER THIS AGREEMENT MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER SUCH CAUSE OF ACTION ACCRUES. 

 

12. TERM

 

This Agreement is effective until terminated.  Terra Dotta may terminate or suspend this Agreement immediately if, in Terra Dotta's sole judgment, you breach any of the terms of this Agreement.  All provisions related to payment, disclaimers, limitations of liability, confidentiality and Terra Dotta's proprietary rights shall survive termination or expiration of this Agreement.

 

13. PROPRIETARY RIGHTS

 

Terra Dotta is the owner of all intellectual property rights associated with the Site, including all copyrights, patents and trademarks, but excluding content provided by You or by third parties.  In addition, the overall look and feel and compilation of all materials and content on the Site are owned by Terra Dotta.  You agree not to modify, copy distribute or reverse engineer any software included on the Site.

 

 

 

All content on the Site is provided to you AS IS and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold licensed or otherwise exploited for any other purposes except under the terms of this Agreement or with the prior written permission of the owner of such content.

 

14. USER REGISTRATION AND INFORMATION

 

If You are a Content Provider or a Content Consumer, You represent and warrant that you have completed, or that you will promptly complete all User Information in the associated Enrollment Form and/or online user registration form correctly and completely, and that if any of your User Information changes in the future, you will promptly update your User Information on the Site or contact Terra Dotta and submit an updated Enrollment Form or similar document, as appropriate.

 

 

 

You will have received a User ID and password during the registration process.  You are solely responsible in all respects for (a) all use of the Site made using your user ID and password; and (b) maintaining the confidentiality of your user ID and password.  You agree to notify Terra Dotta immediately of any unauthorized use of your email address, user ID or password or any other breach of the Site's security of which you are aware.  Terra Dotta may refuse to grant you a user ID or password that impersonates someone else, is protected by trademark or other proprietary right law, is vulgar or otherwise offensive, or for other reasons as determined by Terra Dotta.  Terra Dotta, in its sole discretion, may disable your access to the Site.

 

15. MISCELLANEOUS

 

This Agreement constitutes the entire, final and exclusive agreement between you and Terra Dotta and supersedes any and all other prior or contemporaneous oral or written representations or agreements between you and Terra Dotta relating to the subject matter hereof.  No amendments or modifications of this Agreement may be made except as set forth in the Agreement and Amendments section below or in writing, signed by both parties.  The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

 

 

 

You may not assign this Agreement or any of your obligations under this Agreement without the prior written consent of Terra Dotta.  Terra Dotta may assign this Agreement and any of its rights hereunder to third parties.

 

 

 

The failure of any party to exercise any right provided herein shall not be deemed a waiver or forfeiture of any such right.

 

 

 

Every provision of this Agreement is intended to be severable.  If any portion of this Agreement is found to be invalid or unenforceable, then such portion will be deemed amended and interpreted, if possible, in a way that renders it enforceable.  If such an interpretation is not possible, then such portion will be deemed removed from this Agreement and the rest of this Agreement will remain in full force and effect.

 

 

 

This Agreement is governed by the laws of the State of North Carolina, without regard to its choice of law provisions.  The parties agree that any dispute involving Terra Dotta related to this Agreement or the Site that cannot be settled by good faith negotiation shall be submitted to arbitration in accordance with the rules of the American Arbitration Association.  The location of the arbitration shall be Raleigh, North Carolina.  The arbitration shall be conducted by a single arbitrator with experience in computer and technology matters.  The decision of the arbitrator shall be legally binding and shall be enforceable in any court of competent jurisdiction.

 

 

 

Each party shall be excused from performance and shall not be liable for any delay caused by the occurrence of any contingency beyond the reasonable control either of the excused party or its subcontractors or suppliers.  These contingencies include, but are not limited to , war, sabotage, insurrection, riot or other act of civil disobedience, labor disturbance or shortage, act of public enemy, failure or delay in transportation, act of any government affecting the terms hereof, accident, fire, explosion, flood severe weather or other act of God.

 

 

 

This Agreement does not designate either party as the agent, employee, legal representative, partner, or joint venturer of the other party for any purpose whatsoever.

 

16. TRADEMARKS

 

Terra Dotta, StudioAbroad and other Terra Dotta graphics, logos, designs, button icons, scripts and service names are trademarks or trade dress in the United States and/or other countries. 

 

17. AGREEMENT AND AMENDMENTS

 

By completing the registration process, clicking the "Accept" button, or using the Site, you are agreeing to be bound by this Agreement.  You may print and keep a copy of this Agreement.  Terra Dotta may change these terms and conditions from time to time, and you agree to review these terms and conditions as they appear on the Site from time to time.  If you do not agree to be bound by any further changes, you should promptly notify Terra Dotta and discontinue your use of the Site.  If you use the Site after Terra Dotta has posted a change to these terms on the Site, you are agreeing to be bound by all such changes.