Terms of Service | UMD-NFLC Portal

END USER LICENSE AGREEMENT

IMPORTANT – THIS IS A LEGAL AGREEMENT BETWEEN YOU ("You") AND THE UNIVERSITY OF MARYLAND, COLLEGE PARK, a public agency and instrumentality of the State of Maryland (“University”). PLEASE READ THIS END USER LICENSE AGREEMENT (“EULA”) BEFORE ACCESSING THE PORTAL. THE TERMS OF THIS EULA GOVERN YOUR ACCESS TO AND USE OF THE PORTAL AND THE LEARNING MATERIALS. BY ACCESSING THE PORTAL, YOU SIGNIFY THAT YOU HAVE READ, UNDERSTAND, ACCEPT AND AGREE TO ABIDE BY THESE TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THE TERMS OF THIS EULA, DO NOT ACCESS THE PORTAL.

TERMS AND CONDITIONS

DEFINITIONS
1. “EULA”, as used herein, shall mean this End User License Agreement.
2. “Export Control Laws” means the Export Administration Regulations and Office of Foreign Asset Control sanctions that govern the export of specific technical data and technologies, including software, to foreign countries and to foreign nationals.
3. “Portal”, as used herein, shall mean the e-learning delivery platform and all associated web pages that host the Learning Materials, all of which may be accessed through the following log in web site: https://portal.nflc.umd.edu/.
4. “Learning Materials” shall mean the proprietary or copyrighted materials, whether in print format, audio, or video format, accessible within the Portal. The Learning Materials contained within the Portal include- both instructional and assessment-oriented content.
5. “MUCITA” refers to the Maryland Uniform Computer Information Transactions Act, Maryland Code Annotated [Commercial Law] 21-101 through 21-816.
6. “NFLC” shall mean the National Foreign Language Center, at the University of Maryland, College Park.
7. “You” refers to the individual who is making use of the Portal and/or the Learning Materials.
LICENSE GRANT. University hereby grants You a revocable, non-exclusive, non-transferable right and license to access the Portal and use the Learning Materials solely for your personal use.
RESTRICTIONS.
1. You will NOT:
  1. modify, hide, delete or interfere with any notices that are included on the Portal or the Learning Materials;
  2. download, reproduce, or modify any Learning Materials;
  3. sell, license, sublicense or otherwise distribute the Learning Materials to third parties for cash or other consideration;
  4. publicly post or display any Learning Materials without the express written permission of the University;
  5. use the Learning Materials for any purpose other than Your own personal or educational use;
  6. interfere with or disrupt the Portal or servers and networks connected to the Portal; and/or
  7. use robots, spiders, crawlers, automated devices and similar technologies to screen-scrape the Portal or to engage in data aggregation or indexing of Learning Materials.
2. The license does not include the right to sublicense or to make copies of Learning Materials.
3. All rights not expressly granted to You in this EULA shall remain with the University.
YOUR RESPONSIBILITIES:
1. You agree to seek out an additional agreement in order to use Learning Materials for purpose(s) beyond personal or educational use.
INTELLECTUAL PROPERTY
1. The University owns all rights, title, and interest in the Portal and the Learning Materials.
2. You shall own data files, analyses, and similar works that you create as a result of your use of the Learning Materials.
3. Except as expressly stated herein, neither party shall use the name or trademarks of the other party or names of employees of the other party for commercial purposes without the prior written approval of the other party. Notwithstanding the preceding statement, each party is free to publicize the face and nature of this agreement.
PROPRIETARY AND CONFIDENTIAL UNIVERSITY INFORMATION
1. You acknowledge that the Portal and the Learning Materials are proprietary information and property of the University.
2. The obligations set forth in this section shall last until such time that the Learning Materials are released to the public domain.
3. You acknowledge that any breach, threatened or actual, of this Section 6 will cause irreparable injury to University that cannot be adequately compensated by monetary damages. As a result, You agree that the University is entitled, in addition to any other available remedies, to seek and be awarded injunctive relief, without posting a bond.
EXPORT CONTROL LAWS.
1. The Learning Materials may be subject to United States export control laws and regulations, including the Export Administration Regulations and Office of Foreign Asset Control sanctions, that govern the export of specific technical data and technologies, including software, to foreign countries and to foreign nationals (“Export Control Laws”). You agree to comply with Export Control Laws and hereby indemnify University with respect to any and all claims arising out of or related to Your violation of Export Control Laws.
DISCLAIMER AND LIMITATION ON LIABILITY.
1. The Portal and the Learning Materials ARE MADE AVAILABLE ON AN "AS IS" BASIS. UNIVERSITY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES – WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, IN FACT OR ARISING BY OPERATION OF LAW – WITH RESPECT TO THE PORTAL AND LEARNING MATERIALS, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT OF THE INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS OF ANY THIRD PARTY. UNIVERSITY MAKES NO REPRESENTATION OR WARRANTY THAT THE PORTAL, LEARING MATERIALS, OR USER INTERFACE WILL OPERATE ERROR FREE OR IN AN UNINTERRUPTED FASHION OR THAT ANY DOWNLOADABLE FILES OR INFORMATION WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES.
2. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL UNIVERSITY BE LIABLE TO YOU FOR ANY BUSINESS EXPENSE OR INTERRUPTION; LOSS OF PROFITS OR BUSINESS INTERRUPTION, AND/OR ANY INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH CLAIMS OR DEMANDS, HOWEVER CAUSED, ARISING IN CONNECTION WITH OR OUT OF THE FURNISHING, USE, ACCESS TO, OR PERFORMANCE OF THE PORTAL OR THE LEARNING MATERIALS PROVIDED HEREUNDER. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.
3. THE UNIVERSITY’S LIABILITY SHALL BE GOVERNED EXCLUSIVELY IN ACCORDANCE WITH MARYLAND ANNOTATED CODE, STATE GOVERNMENT ARTICLE, TITLE 12, AS AMENDED FROM TIME TO TIME.
4. University is under no obligation to update the Portal or the Learning Materials.
INDEMNITY.
1. You hereby agree to defend, indemnify, and hold harmless the University and its employees, agents, directors, and officers from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees and litigation expenses) relating to or arising out of Your use of the Portal or the Learning Materials or Your breach of any term in this EULA.
TERM AND TERMINATION.
1. This EULA and Your right to access the Portal and use the Learning Materials will take effect when You "ACCEPT" the terms of this EULA.
2. University reserves the right, at any time and without prior notice, to modify, discontinue or suspend, temporarily or permanently, Your access to the Portal (or any part thereof) without liability to You.
3. The University reserves the right at any time to terminate this agreement when it has any reasonable belief of fraudulent or unlawful activity by You or Your employees or of a violation of any term or condition of this EULA. Termination will become effective upon your receipt of written notice of such a default.
4. You may terminate this EULA at any time by ceasing to use the Portal or Learning Materials and providing written notice of the same to the University through the notice service at the following link: https://portal.nflc.umd.edu/contact-us
5. University may terminate this EULA at any time upon fifteen (15) days written notice to You.
6. You agree that within thirty (30) days of any termination of this EULA that You shall remove or destroy any and all copies of any aspect of the Learning Materials or associated software in Your possession which may violate Section 3 of this Agreement (Restrictions).
7. Sections 1, 5-9, 10f and 11 will survive the termination of this license agreement.
MISCELLANEOUS.
1. The University may modify this EULA at any time.
2. No term or provision in this EULA will be waived and no breach excused unless such waiver or consent is in writing and signed by the party claimed to have waived or consented. Failure by either party to insist on strict performance of any of the terms and conditions of this EULA will not operate as a waiver by either party of that or any subsequent default or failure of performance.
3. If any provision of this EULA is determined by a court of competent jurisdiction to be void, invalid, or otherwise unenforceable, such determination shall not affect the remaining provisions of this agreement and the illegal, invalid, or unenforceable clause shall be modified in compliance with applicable law in a manner that most closely matches the intent of the original language.
4. This agreement does not create a joint venture, partnership, employment, or agency relationship between the parties.
5. No provision herein, express or implied, confers upon any person other than the parties to this agreement any rights, remedies, obligations, or liabilities hereunder.
6. This EULA shall be binding upon and inure to the benefit of the parties hereto. You may not assign this agreement without the University’s prior written approval.
7. This EULA shall be governed by and interpreted in accordance with United States copyright law and the laws of the State of Maryland without reference to its conflicts of laws rules. Nothing in this EULA is or shall be deemed to be a waiver by the University of any of its rights or status as an agency and instrumentality of the State of Maryland. The parties mutually agree to opt out of application of the Maryland Uniform Computer Information Transactions Act (MUCITA), Maryland Code Annotated [Commercial Law] 21-101 through 21-816 to the greatest extent authorized under MUCITA.
8. This EULA represents the entire agreement between You and the University with respect to the software and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written between you and Company regarding the software. If You require use of a purchase order or similar document in order to pay the license fee, any terms on such a document are hereby rejected and null and void.
REPRESENTATION. You represent that You are at least 18 years of age.