Effective Date: 06/23/10
Welcome. The Next Generation Learning Challenges Site (“Site”) is website provided by the Bill & Melinda Gates Foundation, in association with EDUCAUSE (“EDUCAUSE”), League for Innovation in the Community College (“League”), North American Council for Online Learning d/b/a International Association for K-12 Online Learning (“iNACOL”), and Council of Chief State School Officers (“CCSSO”) (collectively “we," "us," etc.) The Bill & Melinda Gates Foundation (“Foundation”) is a charitable trust existing under the laws of the State of Washington, U.S.A. These Terms are an agreement between us and you and govern your use of the Site and all information on or submitted through the Site.
Table of Contents
- Restrictions on Use of Content
- Registration and Creating Profiles etc.; Attribution of Electronic Acts to You
- User Generated Content & Site Activities
- User Generated Content -- Your Responsibility and License to Others;
- Site Activities;
- No Commissions
- Privacy and Information Security, INCLUDING CONSENT TO INTERNATIONAL DATA TRANSFERS & DISCLOSURE
- Infringement of Our Rights or the Rights of Others; Your Warranty
- Feedback; Your License to Us
- NO WARRANTIES, CONDITIONS OR OTHER DUTIES
- NO INCIDENTAL, CONSEQUENTIAL OR CERTAIN OTHER DAMAGES
- EXCLUSIVE REMEDY; DAMAGE LIMITATION
- Linked Sites
- GOVERNING LAW AND EXCLUSIVE JURISDICTION
- Legal & Other Notices & Disclosures
- Termination or Cancellation; No Continuing Rights
- Entire Agreement; Miscellaneous
- System Requirements
- Electronic Transactions
- Additional or Required Notices
Users of the Site may be employees or other agents of entities; so references to "you" means both: (1) any entity or individual that is your employer or for whom you act as agent and (2) the "user" individually unless otherwise stated on the Site or in these Terms. Persons under 18 years of age are not authorized to use the Site.
1. Restrictions on Use of Content
The Site contains a variety of information, including (without limitation) information, data, text, software, music, sound, photographs, graphics, video, messages or other materials, that you upload, post or otherwise provide in connection with the Site ("Content"). Much of the Content on the Site is not available for downloading, such as our copyrighted works that we do not distribute or works of others that we are not permitted to distribute. However, we also have a significant amount of Content that we have designated as Content that may be downloaded by you pursuant to these Terms ("Available Content"). YOU MAY REVIEW, DOWNLOAD, COPY, DISTRIBUTE AND USE THE AVAILABLE CONTENT SOLELY FOR THE PURPOSE OF FURTHERING YOUR IN THE ORDINARY COURSE OF YOUR GOVERNMENTAL OR CHARITABLE PURPOSE AND ATTENDANT OPERATIONS. YOU MAY NOT SELL THE AVAILABLE CONTENT OR OTHERWISE DISTRIBUTE IT FOR A FEE. YOU WILL NOT USE OR DISCLOSE IT OR THE SITE TO ANY THIRD PARTIES EXCEPT AS EXPRESSLY PERMITTED BY THESE TERMS.
The Site is hosted within the United States. If you choose to access the Site from locations outside the United States you do so at your own risk and you are responsible for compliance with any local laws. You may not use or export anything (including information) from the Site in violation of export laws, regulations or the Terms.
2. Registration and Creating Profiles etc.; Attribution of Electronic Acts to You
For some areas of the Site, you may have to complete a registration process or create a profile for use in applying for something (e.g. a grant). Completion of the process will usually create an account with a user name and password or other identifier which you agree to guard as confidential information—if you are careless with it, others may be able to access the information. You agree to provide accurate, current and complete information at all times. You also agree that you will review, maintain, correct, and update such information in a timely manner to maintain its accuracy and completeness by using the means allowed for the relevant information or, when appropriate, by contacting us. If you provide (or we have reasonable grounds to believe that you provided) any information that is inaccurate, not current, or incomplete, we may suspend or terminate your access, application, grant or participation in a program, in addition to exercising all rights and remedies allowed by law.
You agree that all uses of the identifier established for you during a registration or similar process will be attributed to and legally bind you and may be relied upon by us and our agents, affiliates, and other third parties with whom we work (including but not limited to our and their respective affiliates, officers, employees and agents) (collectively "Third Parties"), as being a use made by you, even if someone else used your identifier.
3. User Generated Content and Site Activities
A. User Generated Content -- Your Responsibility and License to Others Sometimes you may wish to provide Content, such as by uploading a video or information or submitting comments in a chat room. When you provide Content, you:
- represent and warrant that the Content is (a) wholly your original work or (b) that you have all necessary right, title, interest and licenses to upload it and make it available to us and other users for download, distribution and use under these Terms without (i) violation (by you, us, Third Parties, users or anyone else) of any applicable license, restriction or law or (ii) a potentially adverse consequence to us, Third Parties, users or anyone else that you have not conspicuously disclosed in the Content. As used here, "adverse consequence," means a restriction governing the Content which could be triggered if we or others exercise a right under the license you grant below and which imposes an obligation, liability or impairment of rights on us or others that was not conspicuously disclosed by you before exercise of a right. To disclose an adverse action, you agree to conspicuously place on or in the Content notice that adverse actions can result and that you may be contacted at the email address and telephone number in the notice to obtain your full disclosure of applicable licenses and restrictions applicable to the Content;
- grant us, our affiliates, Third Parties sub-licensees and successors and assigns, and each Site user who downloads the Content under these Terms, a perpetual, nonexclusive, worldwide, royalty-free, fully paid up, irrevocable license to (i) use, copy, distribute, modify and create derivative works from the Content; (ii) publicly perform or display, license and distribute copies of the Content, modified Content and derivative works of the Content; and (iii) sublicense to third parties the foregoing rights, including the right to sublicense to further third parties, as necessary or advisable (as determine by us or other licensed person in its sole discretion) to allow us or other licensed person to fulfill its charitable or governmental mission, to further its related operations, and to create, advertise, operate and manage the Site.
In addition to the rights above, you acknowledge and agree that we may keep Content indefinitely and disclose it for any purpose, including but not limited to: (a) comply with legal process; (b) enforce these Terms; (c) respond to claims that any Content violates the rights of third-parties; or (d) without undertaking a duty to do so, protect the rights, property, or personal safety, our users and the public.
You agree not to upload, post or otherwise transmit through the Site any Content or any other materials whatsoever that are or could appear to: (i) be defamatory, obscene, invasive to another person's privacy or protected data, or tortious; (ii) be infringing upon anyone's intellectual property rights, including any patent, trademark, trade secret, copyright, or right of publicity; (iii) contain any software viruses or any other harmful computer code, files, or programs, including any designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; and (iv) in violation of any applicable license, law or contractual or fiduciary duty or provision (including by exercise of the rights you grant to us above).
We anticipate that substantial Content or even assistance will be made available to you and others through the Site or otherwise. Content may be outdated or contain typographical errors, inaccuracies, omissions, or problematic or defective functionality, and assistance (such as help with a report you are obligated to make) will need your review. YOU AGREE NOT TO RELY ON CONTENT OR ASSISTANCE AND TO DETERMINE ALL RELEVANT FACTORS ON YOUR OWN, INCLUDING (WITHOUT LIMITATION) ACCURACY, FUNCTIONALITY, QUALITY, RELIABILITY AND OTHER RELEVANT FACTORS. We reserve the right to monitor and exercise all other rights of ours, and also to modify or remove any Content or assistance at any time, but do not undertake any duty to do so.
Any opinions, advice, statements, assistance, services, offers, or information expressed or made available by third parties, including users, are those of the respective author(s) or distributor(s).
B. Site Activities. The Site is provided as is and when available, and we may change all Content, functionality and services in our discretion at any time. We may also do this for particular activities even if you have started to participate. For example, we can change a grant description at any time even if you have already applied, and not all grants may be posted at all or on the Site – we use various methods for pursuing our mission and they are not limited to the Site. Also, we or Third Parties might make a mistake and we reserve the right to correct anything, including but not limited to Content or assistance on the Site. For example, we may correct, change, withdraw or do anything else with a grant description even if you have already taken action based on it.
C. No Commissions. We do not want to deal with persons desiring to be paid for something unless we intentionally enter into an express contract to do so. This means, for example, that we do not pay commissions or other sums to anyone who helps arrange a grant or anything else unless we have expressly contracted to do so in writing prior to any such arrangement. For example, if you submit an application for someone else without entering into such a contract with us, we will not pay you (or anyone else) a commission or other amount even if we accept the application to make the grant etc. We may also use, delete or ignore any information you provided without paying you anything and without undertaking any duties to you or anyone else. If you do not want that result then do not submit any information without entering into a written contract with us first.
5. Infringement of Our Rights or the Rights of Others; Your Warranty
Our Site, including the Content, is protected by intellectual property laws and you agree to respect them. See the "Additional or Required Notices" section of these Terms for more information about our trademarks and copyrights. All rights not expressly granted to you are reserved. As for intellectual property rights of others, anyone who believes that their work has been infringed, may provide a notice to our copyright agent—see the Additional or Required Notices section of these Terms. It is our policy to terminate in appropriate circumstances any (if any) account or right of access for repeated infringement, and we also reserve the right to terminate for even one infringement.
6. Feedback; Your License to Us
We hope that you will provide your Feedback (as defined below) so that we may better support, improve and pursue our charitable mission. However, you agree that you will not supply Feedback that infringes or violates the rights of others, and you hereby grant a License to Us (as defined below) in your Feedback. You agree that we have no obligation to pay you or anyone else for Feedback or for the License to Us. "Feedback" means all remarks, data, suggestions, methods, surveys, reports, processes and ideas (including patentable ideas) and other Content that you provide by using the Site or provide about it, Content or any aspect of our mission or operations, whether provided to us or persons working with us or the Feedback, and whether provided through the Site or in other media such as a chat room, survey, report, grant, software tool, bulletin board or otherwise.
"License to Us" means a non-exclusive, perpetual, irrevocable, royalty-free, transferable, sub-licensable, worldwide license to us to exercise all now or later existing intellectual property rights or other rights of yours or others in the Feedback, for purposes of supporting our charitable purposes (as determined by us in our discretion from time to time) in full or in part and in all possible media (now known or later developed). The foregoing rights include (but are not limited to), the right to display, perform, read (on air or otherwise), and publish in public or private site, newspapers or other media, brochures, reports and so on, all or part of the Feedback and any other information that you provide through or relating to our Site or the Content. The License to Us is in addition to any (if any) that you may be required to provide under any separate agreement between us and you (including grants or other agreements).
You agree to indemnify, defend and hold harmless the Bill & Melinda Gates Foundation, EDUCAUSE, the League, iNACOL, CCSSO (including their officers, board members and employees) and Third Parties, from and against any and all losses, damage, liability and costs of every nature incurred by any of them in connection with any claim, damage or loss related to or arising out of: the Content, use of the Site or related sites, any assistance or services provided by us or Third Parties, any alleged unauthorized use of the Site, or any breach or alleged breach by you of these Terms. You agree to cooperate fully in the defense of any of the foregoing. We reserve the right, at our own expense, to control exclusively the defense of any matter otherwise subject to indemnification by you and you will not settle any matter without our consent in a non-electronic record. Your obligation to indemnify, defend and hold harmless shall be limited to the extent that you are afforded sovereign immunity under applicable federal, state or local laws. In such cases where your obligation to indemnify may be limited due to the requirements of federal, state or local laws, you shall be responsible for the ordinary negligent acts and omissions of your agents and employees causing harm to persons not a party to this agreement.
8. NO WARRANTIES, CONDITIONS OR OTHER DUTIES
THE SITE AND ALL CONTENT (regardless of who generates it), SITE FUNCTIONALITY, ASSISTANCE AND SERVICES PROVIDED BY THE SITE, THE BILL & MELINDA GATES FOUNDATION, THE CANADIAN INSTITUTES OF HEALTH RESEARCH, THE FOUNDATION FOR THE NATIONAL INSTITUTES FOR HEALTH, THE WELLCOME TRUST, OR THIRD PARTIES (collectively, "COMPLETE SITE") ARE SUBJECT TO CHANGE AND PROVIDED BY US OR THIRD PARTIES "AS IS" WITHOUT ANY WARRANTY OR CONDITION, AND WITHOUT THE UNDERTAKING OF ANY DUTY, OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY DUTY (IF ANY) OF WORKMANLIKE EFFORT OR LACK OF NEGLIGENCE. THE COMPLETE SITE IS PROVIDED: (1) WITH ALL FAULTS AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU AND (2) WITHOUT ANY ASSURANCE, OR WARRANTY, CONDITION OR DUTY OF OR REGARDING: FUNCTIONALITY; PRIVACY; SECURITY; ACCURACY; AVAILABILITY; LACK OF: NEGLIGENCE, INTERRUPTION, VIRUSES OR OF OTHER HARMFUL CODE, COMPONENTS OR TRANSMISSIONS; OR THE NATURE OR CONSEQUENCES OF AVAILABLE CONTENT SUCH AS (WITHOUT LIMITATION) WHETHER SOFTWARE OR OTHER CONTENT IS SUBJECT TO ANY PARTICULAR LICENSE, OR WHETHER IT IS SUBJECT TO ANY RESTRICTIONS OR CONSEQUENCES THAT MIGHT BE TRIGGERED BY ANY EXERCISE OF A RIGHT GRANTED UNDER THESE TERMS. ALSO, THERE IS NO WARRANTY BY US OR THIRD PARTIES OF TITLE OR AGAINST INFRINGEMENT OR INTERFERENCE WITH ENJOYMENT OF ANY ASPECT OF THE COMPLETE SITE. YOU AGREE THAT YOU WILL OBTAIN (INCLUDING THROUGH DOWNLOAD) ANY CONTENT ENTIRELY AT YOUR OWN RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY RESULTING INFRINGEMENT, BREACH OF CONTRACT, CONSEQUENCE OR DAMAGE, INCLUDING (WITHOUT LIMITATION) TO YOUR COMPUTER SYSTEM OR LOSS OF DATA.
9. NO INCIDENTAL, CONSEQUENTIAL OR CERTAIN OTHER DAMAGES
10. EXCLUSIVE REMEDY; DAMAGE LIMITATION
11. Linked Sites
Our Links to Other Sites: Our Site may contain links to Web sites of third parties. We provide these links as a convenience, but do not endorse the linked site or anything on it. While their information, products, services and information may be helpful to you, they are independent entities and we do not control or endorse them. You agree that any visits to linked sites are at your own risk and governed by their privacy policies (if any).
Your Links to Our Site: You are not permitted to link or shortcut to our Site from your Web site, blog or similar application, without obtaining prior written permission from us.
Each time you return to the Site, you are responsible for checking the Effective Date of the then posted version of these Terms. —If the Effective Date is later than the date of the version last reviewed, the Terms have been changed and the new version should be reviewed before using the Site. USE OF THE SITE AFTER THE EFFECTIVE DATE WILL CONSTITUTE YOUR CONSENT TO THE AMENDMENTS, SO IF YOU DO NOT WANT TO BE BOUND BY AN AMENDED VERSION, DO NOT USE THE SITE AND CEASE ALL USE OF THE CONTENT OR SERVICES.
13. GOVERNING LAW AND EXCLUSIVE JURISDICTION
These Terms and your use of the Site are governed by the laws of the State of Washington, U.S.A., without regard to its choice of law provisions, except where you are required by published governmental law, ordinance, regulation, directive, order, or the like (collectively, “Mandate”) to contract for application of the law of your local jurisdiction. You hereby consent to exclusive jurisdiction of a state or federal court of general jurisdiction sitting in King County, Washington, U.S.A. except to the extent you are prohibited from doing so by a Mandate.
14. Legal and Other Notices or Disclosures
Notice to You: You agree that we may give all notices we are required to give you by posting notice on the Site or, if we have your email address, by sending notice by email at our discretion, including (without limitation), disclosures that we are required to give you, legal notices, notice of subpoenas or other legal process (if any), and all other communications. When we communicate by email, we may use any email address you provide when communicating with us or that we otherwise have in our records, so only supply to us an email address at which you are willing to receive all communications, including “legal” or potentially sensitive communications such as information about a grant application. You agree to check for notices posted on the Site.
Notice to Us (Our Legal Notices Address): We receive many emails and not all employees are trained to deal with every kind of communication. Accordingly, you agree to send us notice by mailing it to the following ("Our Legal Notice Address"):
Bill & Melinda Gates Foundation
P.O. Box 23350
Seattle, WA 98102
15. Termination or Cancellation; No Continuing Rights
You have no continuing right to use the Site and we may deny or suspend access, or terminate or cancel this agreement with or without cause and at any time and without prior notice. This is so even if you elect to store documents on the Site such as a draft of a grant application, so make your own copies of anything to which you want to ensure access. We may give notice of termination or cancellation in the same way that we may provide other notices.
Termination or cancellation will not eliminate the surviving provisions of these Terms (see "Entire Agreement; Miscellaneous") and you will still be liable for obligations incurred before the agreement or access ended.
16. Entire Agreement; Miscellaneous
17. System Requirements
Depending upon what you would like to do with us (e.g., if you apply for a grant or if you want to download certain items), you may need to make adjustments to your computer hardware or software so that you will be able to view or receive documents as intended by us. To deal with us electronically, you agree to obtain or use a system at least meeting these requirements:
Platforms and Browser combinations:
• Microsoft Windows XP: IE 7, IE 8, Firefox, Chrome, Safari
• Mac OS X: Firefox, Chrome, Safari
• Screen resolution of 1024x768
• Color depth of 32-bit
• Broadband Internet Connection
- • A printer of the ability to make, download or store an electronic copy of any contracts or legal disclosures that we may provide (such as in connection with a job application).
We reserve the right to change system requirements at any time without prior notice. If we were required to obtain your consent to dealing with us electronically and we change our system requirements, we will give notice and a right to withdraw your previous consent, if and as required by applicable law.
18. Electronic Transactions
We and each of the Third Parties may deal with you electronically now and in the future in their respective discretion during the entire course of activities pursued with you (e.g., applying for, obtaining, implementing, terminating and enforcing a grant or anything else), including but not limited to having you electronically sign documents and receive electronic notices. We and each of the Third Parties also reserve the right to deal non-electronically and to require you to do so.
19. Additional or Required Notices
Various laws require or allow us to give users certain notices and each of them is incorporated into these Terms. Users may review the notices by clicking on their link:
- Notice: No Harvesting or Dictionary Attacks Allowed(this provides information about conduct that is unlawful under the CAN SPAM Act of 2003).
- Notice Re Trademarks(this provides notice regarding who owns the trademarks used on our Site and cautions against infringement).
- Notice Re Copyright Ownership(this provides notice regarding who owns the copyrights in the Site and its contents and cautions against infringement).
- Notice of Copyright Agent(this provides contact and other information regarding the copyright agent who may be notified of claimed infringement).
- Notice of Availability of Filtering Software(this provides a notice under the U.S. Communications Decency Act).
Notice: No Harvesting or Dictionary Attacks Allowed
We will not give, sell, or otherwise transfer addresses maintained by it to any other party for the purposes of initiating, or enabling others to initiate, electronic mail messages except as authorized by law or appropriate personnel or policies. Except for parties authorized to have such addresses, persons may violate federal law if they: (1) initiate the transmission to our computers or devices of a commercial electronic mail message (as defined in the U.S. "CAN-SPAM Act of 2003") that does not meet the message transmission requirements of that act or (2) assist in the origination of such messages through the provision or selection of addresses to which the messages will be transmitted.
Notice Regarding Trademarks
The trademarks used in the Site are owned by (1) us or (2) their respective trademark owners and are either trademarks or registered trademarks of us. The names of actual companies and products mentioned in the Site may be the trademarks of their respective owners. You may not use any of the above or other trademarks displayed on this Site or in any Content. All rights are reserved.
Notice Regarding Copyright ownership: The copyright owner for the Site is the Bill & Melinda Gates Foundation and/or its associated partners, and/or affiliates and suppliers. All rights reserved. All Services provided on the Site and any services or Content provided on any related site owned, operated, licensed or controlled by us or any of our affiliated entities are subject to intellectual property rights, contractual and other protections. Except for Available Content or Content that you own, no Content may be copied, distributed, republished, uploaded, posted or transmitted in any way except pursuant to the express provisions of the Terms or with the prior non-electronic consent. Modification or use of the Available Content for any other purpose may violate intellectual property rights. No title to copies or to intellectual property rights are transferred to users.
Notice Regarding Copyright Agent
We respect the intellectual property rights of others and requests that Site users do the same. Anyone who believes that their work has been infringed under copyright law may provide a notice to the designated Copyright Agent for the Site containing the following:
- An electronic or physical signature of a person authorized to act on behalf of the owner of the copyright interest;
- Identification of the copyrighted work claimed to have been infringed;
- Identification of the material that is claimed to be infringing and information reasonably sufficient to permit us to locate the material;
- The address, telephone number, and, if available, an e-mail address at which the complaining party may be contacted;
- A representation 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 representation that the information in the notice 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.
Copyright infringement claims and notices should be sent in the following manner to:
Bill & Melinda Gates Foundation
Attn: Connie Collingsworth, Legal
Notice of Availability of Filtering Software
We do not believe that the Site contains materials that would typically be the subject of filtering software and minors are not authorized to visit our Site. Nevertheless, all users are hereby informed that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist in limiting access to material that is harmful to minors. A report detailing some of those protections can be found at Children's Internet Protection Act: Report on the Effectiveness of Internet Protection Measures and Safety Policies.