END USER LICENSE AGREEMENT
WITH NATIONAL FOREIGN LANGUAGE CENTER
IMPORTANT – THIS IS A LEGAL AGREEMENT BETWEEN YOU (”You“) AND THE UNIVERSITY OF MARYLAND, a public agency and instrumentality of the State of Maryland, by and through the National Foreign Language Center (“NFLC,” “US,” “WE” or “University”). PLEASE READ THIS END USER LICENSE AGREEMENT (“EULA”) BEFORE ACCESSING THE NFLC LANGUAGE PORTAL (“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
1. NFLC LANGUAGE PORTAL (PORTAL) means portal.nflc.umd.edu and the learning materials accessible through it.
2. 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.
You agree to pay a monthly subscription fee in the amount of $5.00 (five dollars) to access the Portal and use the Learning Materials by providing valid credit card information and authorizing the University to charge the card according to the schedule you chose during sign up process, and without giving you prior notice until you notify the University that you wish to cancel your subscription.
4. RESTRICTIONS. You agree not to:
a. modify, hide, delete or interfere with any notices that are included on the Portal or the learning materials;
b. download or modify any learning materials;
c. sell, license, sublicense or otherwise distribute the learning materials to third parties for cash or other consideration;
d. publicly post or display any learning materials without express written permission by NFLC;
e. use the learning materials for any purpose other than Your own personal use;
f. reproduce any learning materials;
g. interfere with or disrupt the Portal or servers and networks connected to the Portal; and
h. use robots, spiders, crawlers, automated devices and similar technologies to screen-scrape the site or to engage in data aggregation or indexing of learning materials.
5. INTELLECTUAL PROPERTY.
The University owns all rights, title, and interest in the Portal and learning materials. This EULA does not grant You any rights, title or interests in the Portal or learning materials other than those expressly granted to you under this EULA.
6. DISCLAIMER AND LIMITATION ON LIABILITY.
a. THE PORTAL AND 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 INCLUDING, 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 OR LEARNING MATERIALS WILL OPERATE ERROR FREE OR IN AN UNINTERRUPTED FASHION.
b. In no event will the University be liable to You for any incidental, special, punitive, exemplary or consequential damages of any kind, including lost profits or business interruption, even if advised of the possibility of such claims or demands, whether in contract, tort, or otherwise, arising in connection with Your access to and use of the Portal and the learning materials or other dealings. This limitation upon damages and claims is intended to apply without regard to whether other provisions of this EULA have been breached or proven ineffective. In no event will University’s total liability for the breach or nonperformance of this EULA exceed the fees paid to University within the current billing cycle.
c. University is under no obligation to update the Portal or learning materials.
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 learning materials or Your breach of any term in this EULA.
9. TERM AND TERMINATION
a. This EULA and your right to access the Portal and web site and use the learning materials will take effect when you (i) "ACCEPT" the terms of this EULA and (ii) have provided credit card information for the University to use to bill You the monthly Subscription Fee.
b. University reserves the right, at any time and without prior notice, to modify, discontinue or suspend, temporarily or permanently, Your access to the Portal, and learning materials (or any part thereof) without liability to You.
c. You may terminate this EULA at any time by ceasing to use the Portal or learning materials and sending written notice of termination to the University using the notice service on the home page of the Portal.
a. The University may modify this EULA at any time. Check the web site for modifications.
b. No term of this Agreement can be waived except by the written consent of the party waiving compliance.
c. 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.
d. This Agreement does not create a joint venture, partnership, employment, or agency relationship between the Parties.
e. There are no third party beneficiaries to this agreement. You may not assign this agreement without the University’s prior written approval.
f. 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.
g. This EULA represents the entire agreement between You and the University regarding the subject matter of paragraphs 1-10. There are no other understandings, written or oral, that are not included in this Agreement.
You represent that You are at least 18 years of age.