CengageBrain and MyCengage Service Agreement
Updated June 5, 2014
This agreement describe the terms that apply to the provision and use of the CengageBrain.com web site and various related products and services offered through that web site. You and Cengage (collectively, the "parties") agree as follows:
1. Agreement Structure
1.1 Cengage is willing to provide the Service (and the Service Offerings) to you only on the condition that you first accept this agreement. You accept this agreement by (1) signing an offline Order, (2) clicking the "I Accept" button (or functional equivalent) where this option is made available to you as part of an online Order or registration for the Service, (3) opening a package that states the opening of that package will indicate your acceptance of this this agreement, or (4) actually accessing or using the Service (in which case, your use of the Service constitutes acceptance of this agreement from that point onwards). If you are accepting this agreement on behalf of an institution, company, or other legal entity or organization, you represent that you are duly authorized to bind that entity or organization to this agreement. If you do not have that authority, or if you do not agree to the terms of this agreement, you must not accept this agreement (and you must click the "I Decline" button (or functional equivalent) where this option is made available to you as part of the online Order) and you shall not access or use the Service.All capitalized terms used in this agreement have the meanings stated in section 21 (Definitions) unless stated otherwise.
1.2 Access to the Service is void where prohibited. The Service is intended solely for use by (1) individuals who are 13 years of age or older and (2) individuals under the age of 18 who are currently in high school or college. Registration by, use of, or access to the Service by anyone under 13, or by anyone who is under 18 and not in high school or college, is unauthorized and violates this agreement. If you are entering into this agreement on your own behalf, you represent that you are at least 18 years of age and otherwise have the legal capacity to enter into this agreement. If you are under 18 years of age, your parent or guardian must enter into this agreement on your behalf, and that parent or guardian represents that he or she accepts this agreement on your behalf and that you are 13 or older and in high school or college.
1.3 Cengage may change this agreement on one or more occasions. You shall review this agreement periodically to be aware of any such changes. Your continued use of the Service after any such changes constitutes your consent and agreement to those changes. Cengage last modified this agreement on the date stated at the top of this agreement. Cengage will notify you of any such changes by posting a notice of the changes (which might include posting a new agreement) on the Service, which changes will be effective upon that posting. Cengage may supplement any such notices by notifying you through one or more of the means stated in section 20 (Notices). This agreement is also accessible through the CengageBrain and MyCengage Service Agreement link available on the Service so that you can reference it at any time. You may print off a copy of this agreement for your records.
1.4 You hereby consent to this agreement (including your Orders) being formed electronically without the need for a signature by either you or Cengage. A printed version of this agreement (including all applicable Orders) and of any notice given by Cengage in electronic form is admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records generated and maintained in printed form by Cengage.
2. Description of Service
2.1 Cengage makes various Service Offerings available through the Service. Applicable Service Offering charges (if any) and any additional terms (including length of subscription term) for the Service Offerings are stated in the applicable Order.
2.2 You shall provide, at your own expense, suitable equipment, software, and internet access as necessary to access and use the Service and Online Products.
3. Online Products
This section applies only if an applicable Order specifies that you are obtaining access to an Online Product (as specified on your Order). To the extent this section conflicts with another provision of this agreement, this section will prevail.
3.1 Permitted Use
Except as otherwise provided in an applicable Order, you may use the Online Product for the Permitted Use and shall not use the Online Product for any other purpose. You may use the Online Product for the license or subscription term specified in the Order unless terminated earlier in accordance with this agreement, and you shall not use the Online Product after that term or any such termination.
3.2 Online Product Agreement
Online Products are governed by the terms of this agreement, unless the Order for that Online Product states that the Online Product is provided under a separate Online Product Agreement, in which case that Online Product is governed by the terms of that separate Online Product Agreement and not this agreement. You shall use Online Products in compliance with the additional terms specified in the applicable Order and the guidelines or rules posted in that Online Product. An Online Product or future updates to an Online Product might include certain non-Cengage components (including Supplier Online Products) and Cengage may condition your use of that Online Product on your acceptance of certain additional terms (including an Online Product Agreement) applicable to those non-Cengage components.
3.3 Shared Content
If an Online Product contains Shared Content, subject to your compliance with this agreement (including the use restrictions specified in an applicable Order), you may modify and create Derivative Works of the Shared Content and copy, distribute, display, perform, and otherwise use those modifications, Derivative Works, and Shared Content, by means of any media or delivery technology now known or hereafter devised, for the Permitted Use and you shall not use those modifications, Derivative Works, or Shared Content for any other purpose.
3.4 Cengage Content
You may (1) modify and create Derivative Works of Modifiable Cengage Content, (2) reformat and/or print copies of Cengage Content (including your modifications and Derivative Works of Modifiable Cengage Content) when the capability to reformat and/or print is made available on the Service (for example, through your web browser's File -> Print option), and (3) use Cengage Content (including your modifications and Derivative Works of Modifiable Cengage Content) for the Permitted Use, and you shall not use those modifications, Derivative Works, or Shared Content for any other purpose. You shall not modify or create Derivative Works of Non-Modifiable Cengage Content.
3.5 Instructor Use
If you are a teacher or instructor, you may incorporate Cengage Content (including your modifications and Derivative Works of Modifiable Cengage Content) in (1) in-class handouts (provided without charge and limited in the number of copies), (2) online classrooms or courses (provided access to the Cengage Content is limited to matriculated students enrolled in your class who are required to accept this agreement and enter a unique passcode or other verifiable industry-standard authentication system that ensures each user is individually identified before such access), (3) in-class displays (e.g., via projector, computer monitor or television screen), (4) class outlines or lessons, and (5) non-fee based exams, in each case associated with a course of study (also known as a class) for which the Online Product has been adopted and is concurrently being used.
3.6 Prohibited Uses
You shall not: (1) resell or otherwise transfer access codes that enables access to the Online Product; (2) sell, resell, or otherwise commercially exploit in any way the Online Product (including access to or use of the Online Product); (3) remove, obscure, or modify any proprietary notices, including copyright, trademark, and patent notices, included in the Online Product; (4) except as otherwise permitted under section 3.3 (Shared Content) or section 3.4 (Cengage Content), modify or create Derivative Works based on the Online Product; (5) except as otherwise permitted under section 3.4 (Cengage Content), reproduce Cengage Content; (6) except as otherwise permitted under section 3.3 (Shared Content), section 3.5 (Instructor Use), or section 3.8 (Institution Subscription), publicly display, transmit, disseminate, or distribute the Online Product or any of your rights under this agreement to another Person, including another Person in your organization or institution; or (7) create internet "links" to any part of the Online Product or "frame" or "mirror" the Online Product on any server or wireless or internet-based device.
If you wish to request permission to use an Online Product for a purpose other than the Permitted Use or in a manner not permitted under this agreement, or if you have a question about the proper way to include the required Online Product proprietary notices, you should use the information available at www.cengage.com/permissions to contact the appropriate Cengage representative. If your request involves the use of non-Cengage Service Content, you could be required to obtain the permission of the applicable owner of the intellectual property rights in that Service Content.
3.8 Institution Subscription
This section applies only if an applicable Order specifies that you are acquiring an Online Product subscription for an institution. To the extent this section conflicts with any other provision of this agreement, this section will prevail. Subject to your payment of the applicable fees and taxes, you may authorize your students, faculty, and administrative staff (collectively, "Authorized Users") to access and use the Online Product for the Permitted Use, on condition that those Authorized Users accept this agreement before or in connection with their first use of the Online Product. For Online Product subscriptions that include a limit on the number of Authorized Users, Authorized Users includes all individuals authorized to use the Online Product, regardless of whether any such individual is actively using the Online Product at a particular time. You shall ensure that Authorized Users and any other Person that uses the Online Product through the use of your password and account comply with this agreement. You shall take all reasonable precautions necessary to safeguard against unauthorized access and use of the Online Product through your password and account, including ensuring that an Authorized User ceases use of the Online Product after that Authorized User is no longer associated with your institution.
3.9 Special Provisions Applicable to Supplier Online Products
- Supplier Online Products are provided under the terms of this agreement (in which case the applicable Supplier is an intended third party beneficiary of this agreement and may enforce this agreement directly against you), unless the Order (or activation process) for a Supplier Online Product includes or is accompanied by a separate Online Product Agreement, in which case that Supplier Online Product is provided under the terms of that separate Online Product Agreement. In addition, Cengage may provide you with certain Supplier Notices in connection with the provision of Supplier Online Products. The applicable Order (or activation process) for a Supplier Online Product will include or be accompanied by that Supplier Online Product's applicable Supplier Notices. Placing an Order for a Supplier Online Product that includes a Supplier Online Product Agreement and/or Supplier Notices, or activating a Supplier Online Product for which the activation process includes a Supplier Online Product Agreement and/or Supplier Notices, constitutes your acknowledgment that you have read and agree to all applicable Online Product Agreements and Supplier Notices, including those provided only in the English language. Cengage is not a party to, and Cengage is not liable for breaches of, an Online Product Agreement for a Supplier Online Product.
- When you use a Supplier Online Product, the Online Product Agreement between you and the applicable Supplier (and not this agreement) governs the use, storage, and transfer by that Supplier and its Supplier Online Product of your User Data and all other data and information that you provide in connection with your use of the Supplier Online Product. You acknowledge that the Online Product Agreement with a Supplier might give that Supplier rights with respect to your User Data beyond those allowed by that Supplier's agreement with Cengage and beyond those allowed by this agreement or Cengage's Privacy Statement. Cengage does not guarantee that a Supplier will comply with its agreement with Cengage or its Online Product Agreement with you, and Cengage is not required to enforce its agreement with a Supplier.
- A Supplier Online Product is either a Cengage-Hosted Supplier Online Product or a Supplier-Hosted Supplier Online Product. Cengage's only obligations in connection with Supplier Online Products are (1) to obtain and collect payment for your Supplier Online Product order and (2) to host and provide you with online access to the functionality of Cengage-Hosted Supplier Online Products. Except to the extent specified in the applicable Online Product Agreement, Cengage assumes no obligation or liability for (1) the functionality or performance of Supplier Online Products (or for the delivery of Supplier-Hosted Supplier Online Products), including their content, accuracy, or reliability or (2) the acts and omissions (including privacy practices) of the Suppliers of Supplier Online Products.
Cengage may, without liability to you, either modify or discontinue any part of an Online Product with or without notice to you. Modifications might include the withdrawal of part of an Online Product (for example, if Cengage no longer has sufficient rights to offer an Online Product under this agreement or Cengage has reasonable grounds to believe an Online Product is infringing, defamatory, unlawful, or otherwise objectionable). If an Online Product has a corresponding print version, for ease of internet delivery the Online Product might not contain certain individual components of its print version.
3.11 Digital Rights Management
An Online Product might contain or be accompanied by digital rights management technology or similar security technology designed to protect digital information against piracy and other misuse. You acknowledge that any such technology is not a defect in the Online Product. On one or more occasions, while accessing an Online Product your internet accessible device may be directly connected to an internet site operated by or on behalf of Cengage in order to upgrade that security technology. You hereby consent to the use and automatic upgrading of that security technology. You shall not circumvent, reverse-engineer, decompile, disassemble, or otherwise tamper with the security technology contained in or accompanying an Online Product.
3.12 General Practices Regarding Use of Online Products and Storage of User Content
- Cengage may establish general practices and limits applicable to use of Online Products, including the maximum number of days that uploaded User Content is retained in connection with the applicable Online Product, the maximum storage space allotted on Cengage's servers on your behalf, and the maximum number of times (and the maximum duration for which) you are allowed to access an Online Product in a given period of time. Cengage may log off accounts that have not paid a subscription fee or that are inactive for an extended period of time. Cengage may change these general practices and limits at any time, with or without notice.
- You acknowledge that Online Products are not designed or intended to be used as a disaster recovery facility or as an emergency data storage facility. Although Cengage takes reasonable precautions to preserve and protect the User Content you upload in connection with an Online Product, you shall not rely on the Online Product as your only storage facility. You should preserve backup copies of User Content that you have uploaded. Cengage is not liable for damage to, deletion of, or failure to store, your User Data.
- Cengage is not required to maintain or store, and Cengage may permanently and completely delete, all your User Data stored in that Online Product after the termination of your license or subscription to an Online Product.
4.Textbook and Other Physical Product Purchases.
This section applies only if an applicable Order specifies that you are purchasing one or more books or other Physical Products. To the extent this section conflicts with another provision of this agreement, this section will prevail.
4.1 Condition of Purchased Textbooks; Supplemental Materials.
- Cengage warrants that textbooks and other Physical Products you purchase from the Service will be correct according to your Order and in an acceptable condition. If you order a textbook, (1) Cengage may provide a hardback or paperback textbook at Cengage's discretion and depending upon availability and (2) Cengage may provide an instructor's version if Cengage determines that the instructor's version is identical to the student version (besides instructor comments). You acknowledge that Cengage sells only U.S. edition textbooks.
- Cengage will include supplemental materials, including CDs, DVDs, access codes, inserts, workbooks, and study guides, with your textbook only if your Order specifically includes those supplemental materials.
- (c) Software and other licensed Physical Products are governed by the terms of the end user license agreement, if any, that accompanies or is included with or in the installation sequence for that Software or Physical Product, and are licensed and not sold.
4.2 Shipping Terms
Cengage shall ship Physical Products in accordance with Cengage's shipping terms stated in the "Shipping Details" section of the Service, and all applicable shipping charges will be clearly displayed during the Order checkout process.
5. Textbook Rentals
This section applies only if an applicable Order specifies that you are renting one or more textbooks. To the extent this section conflicts with another provision of this agreement, this section will prevail.
5.1 Condition of Rented Textbooks; Supplemental Materials
- Cengage warrants that textbooks you rent from the Service will be correct according to your Order and in an acceptable condition. Cengage may provide a hardback or paperback textbook at Cengage's discretion and depending upon availability, and Cengage may provide an instructor's version if Cengage determines that the instructor's version is identical to the student version (besides instructor comments). You acknowledge that Cengage rents only U.S. edition textbooks.
- Cengage will include supplemental materials, including CDs, DVDs, access codes, inserts, workbooks, and study guides, with your textbook only if your Order specifically includes those supplemental materials.
- Rented textbooks are the property of Cengage Learning.
5.2 Shipping Terms
Cengage shall ship rented textbooks in accordance with Cengage's shipping terms stated in the "Shipping Details" section of the Service, and all applicable shipping charges will be clearly displayed during the Order checkout process.
5.3 30-Day Refund Policy
- You may return a rented textbook within the first 30 days after the Order date and receive a full refund of the rental price and sales tax (but not the shipping charges unless you received a damaged textbook) on condition that each returned textbook is returned separately using its own prepaid shipping label (which may be retrieved from the "My Rentals" section of the "My Account" portion of the Service) and is received by Cengage (not postmarked) on or before the 30th day after the Order date. You will not receive a refund if (1) you return the more than 30 days after the Order date, (2) you do not return the textbook using the Service's prepaid shipping label, or (3) you do not return the textbook (including all supplemental materials provided with the textbook) in its original condition.
- Cengage will notify you via email after your return and refund request has been received and processed, which processing normally takes 2-3 weeks. Cengage will issue refunds to the credit card or other payment method you used to place your Order. It normally takes 5-10 business days for financial institutions to post a refund transaction.
5.4 Rental Fees
If you rent one or more textbooks, you acknowledge that:
- Cengage may store your credit card or other payment method information,
- Cengage may charge you additional amounts for lost, stolen, unreturned, or damaged textbooks, and
- Cengage may charge you an additional amount if you choose to extend your rental period and/or buy your rented textbook. Cengage may charge any such additional amounts to your credit card in accordance with section 8.3.
5.5 Rental Periods
Cengage has structured Cengage's rental periods to fit the needs of a college student. Each rental period comes with an additional grace period. The rental periods and grace period are as follows:
- Grace Period. All of Cengage's rental periods include an additional seven (7) day grace period, allowing you the flexibility to rent your textbook early or hold onto it late in the case of a later than normal final exam or to take a make-up final exam. The grace period applies to all the rental periods described below (for example, the 130-day rental period allows you to keep the textbook for 137 days if necessary at no extra cost).
- Semester (130 days). This rental period is designed for students attending full semesters. The rental period begins on the date of your Order and ends at midnight at the end of the 130th day after the date of your Order, both dates inclusive ("Due Date"), and your return must be received by Cengage (not postmarked) on or before the Due Date (or on or before 7 days after the Due Date if you are taking advantage of the 7-day grace period).
- Quarter (90 days). This rental period is designed for students attending quarters or in a Master's program. The rental period begins on the date of your Order and ends at midnight at the end of the 90th day after the date of your Order, both dates inclusive ("Due Date"), and your return must be received by Cengage (not postmarked) on or before the Due Date (or on or before 7 days after the Due Date if you are taking advantage of the 7-day grace period).
- Summer (60 days). This rental period is designed students taking summer courses or those taking intense (condensed) courses year-round. The rental period begins on the date of your Order and ends and ends at midnight at the end of the 60th day after the date of your Order, both dates inclusive ("Due Date"), and your return must be received by Cengage (not postmarked) on or before the Due Date (or on or before 7 days after the Due Date if you are taking advantage of the 7-day grace period).
- Extensions.You may extend your rental period's Due Date in accordance with the rental extension process explained in the Frequently Asked Questions (FAQ) section of the Service. Cengage offers 15, 30, 90, and 130-day extensions. After you successfully complete the rental extension process, your rental period's Due Date (available on the "My Rentals" section of the "My Account" portion of the Service) will automatically be extended by the number of days selected.
5.6 Buying Your Rented Textbooks
You may purchase your rented textbook in accordance with the purchase process explained in the Frequently Asked Questions (FAQ) section of the Service at any time after its 30-day cancellation period but before its Due Date. Your purchase price will be the difference between the textbook's list price and the total sum of rental fees (including rental extension fees) already paid by you. After you complete the textbook purchase process, the textbook will become your property and Cengage will update your account to reflect that the textbook was purchased.
5.7 Returning Textbooks at End of Rental Period
- To ensure delivery and proper accounting of your return, you must return your rented textbooks to Cengage by using the prepaid shipping label (which is available in the "My Rentals" section of the "My Account" portion of the Service). You shall return each textbook separately using its own prepaid shipping label. You are responsible for printing out and affixing the prepaid shipping label to the outside of your return shipment.
- You shall include with your returned textbook all supplemental materials that were provided with the textbook, including CDs, DVDs, access codes, inserts, workbooks, and study guides. If a supplemental item is found to be missing, Cengage may charge you a damage fee in accordance with section 5.9 (Damaged, Lost, or Stolen Textbooks). You shall ensure that only required items are included in your return shipment, and Cengage will not be liable for items that are inadvertently returned with your textbook.
- Cengage is not liable for shipments that do not follow Cengage's return process, including (1) shipments that do not use Cengage's prepaid shipping label and (2) shipments that are not properly dropped off at a UPS location (you may not request a UPS pick up, and if you do, your account will be charged for the associated cost).
- Please note that the Service will be unavailable for use occasionally, including during periods when Cengage is performing preventive maintenance or upgrades. Therefore, you should print your return shipping label a few days before you plan on shipping back your textbooks. Cengage is not liable for textbooks that are returned late due to the Service being unavailable.
- For more information on Cengage's process for returning rented textbooks, visit the Frequently Asked Questions (FAQ) section of the Service.
5.8 Textbooks Not Returned on Time
If you do not return your rented textbook on or before your rental period's Due Date (or the last day of the 7-day grace period after the Due Date) for any reason (including if the textbook is lost or stolen), Cengage will charge your account the difference between the textbook's list price and the total sum of rental fees (including rental extension fees) already paid by you and Cengage will update your account to reflect that the textbook was purchased. You are responsible for keeping track of your rental periods and Due Dates, and Cengage is not responsible for notifying you regarding the expiration of your rental periods, and you acknowledge that Cengage provides any such notifications solely as a courtesy.
5.9 Damaged, Lost, or Stolen Textbooks
- You are responsible for maintaining your rented
textbook in the same condition as when it was received by you,
reasonable wear and tear excepted. You are liable for all
damage to a rented textbook and Cengage will charge you damage
fees as reasonably determined by Cengage, based on the extent
of that damage. Cengage will follow the following guidelines in
assessing the condition of returned rented textbooks:
- Handwriting is not allowed.
- Limited highlighting in your rented textbook is allowed, but highlighting that hinders the readability of the textbook or that Cengage reasonably deems excessive is not allowed.
- Cengage may charge you a damage fee if you do not return your textbook with all of the supplemental materials (including, as applicable, CDs, DVDs, access codes, inserts, workbooks, and study guides) that were provided with the textbook.
- If your rented textbook is returned damaged beyond reasonable wear and tear (for example, cover ripped off, pages torn out, excessive water damage), Cengage may charge you a damage fee equal to the difference between the textbook's list price and the total sum of rental fees (including rental extension fees) already paid by you.
- You shall package returned textbooks appropriately (for example, bubble wrapped) to keep them from being damaged during shipping. If your rented textbook is returned to Cengage as damaged, it will remain the property of Cengage Learning.
- If you receive a damaged textbook from Cengage, you may return the damaged textbook within 30 days after the Order date in accordance with section 5.3 (30-Day Refund and Return Policy), so please inspect each item thoroughly upon receipt.
5.10 For purposes of this section, "list price" means the list price of the textbook advertised on the Service at the time of your textbook rental Order.
6. Aplia Courses
This section applies only if an applicable Order specifies that you are purchasing access to one or more Aplia Courses. To the extent this section conflicts with another provision of this agreement, this section will prevail.
6.1 General Refund PolicyFull refunds are granted automatically when a course (each such course, an "Aplia Course") that uses www.aplia.com or any successor website (the "Aplia Website") is cancelled by your university or institution. Otherwise, you may receive a full refund of amounts paid by you for an Aplia Course by requesting that refund within the applicable grace period after the start of the Aplia Course. The length of the applicable grace period is three days for each week in the Aplia Course up to a maximum grace period of three weeks (21 days). There is no grace period for Aplia Courses less than one week in duration or that contain only experiments. To request a refund please contact us via email at http://support.cengage.com or by phone at 866-994-2427.
6.2 Refund Policy for Textbooks
Refunds or exchanges are only available for non-electronically delivered products within 30 days of purchase. Returns must be in saleable condition and sent via a prepaid method to Cengage Learning at the following address: Cengage Learning, 10650 Toebben Drive, Independence, KY 41051.
6.3 General Use Restrictions
- Your right as a student to use and access the Aplia Website with respect to a specific Aplia Course will terminate on the earlier to occur of (1) cancellation of that Aplia Course or (2) 14 days after the date that Aplia Course ends (as established by the instructor teaching the Aplia Course).
- You acknowledge that the Aplia Website might be unavailable on one or more occasions, including time periods during which the Aplia Website is scheduled to be unavailable for use due to preventive maintenance or upgrades.
6.4 Service Contact
You may contact http://support.cengage.com with any questions relating to the Aplia Website.
6.5 Access Restriction
Aplia may at its discretion and without notice deny any user access to any part of the Aplia Website.
7. User Information and Privacy
7.1 In order to access the Service and Online Products, you must provide certain User Information. You represent that your User Information is true and accurate, and you shall maintain and update your User Information as necessary to keep it true and accurate.
7.2 Cengage may use and disclose the information Cengage obtains through your use of the Service and Online Products, including your User Information, in accordance with this agreement and Cengage's Privacy Statement, and this agreement will prevail if this agreement provides Cengage with broader use and disclosure rights than the Privacy Statement. You may access Cengage's current Privacy Statement by clicking on this link: www.cengage.com/privacy/. If you do not consent to the terms of Cengage's Privacy Statement (as modified by this agreement), you must not accept this agreement and you shall not use the Service and Online Products.
7.3 Because each Online Product is a hosted, online service, Cengage occasionally may notify all Online Product users of significant announcements regarding the operation of that Online Product (whether or not they have opted out of receiving communications from Cengage as further described in Cengage's Privacy Statement). Cengage may disclose the fact that you are a Cengage customer and a factual description of the Service Offerings you are using.
7.4 The Service and Online Products use web browser cookies to facilitate registration processing, to validate user role (for example, student) upon login, and to provide a personalized user experience.
7.5 Some activities within an Online Product might request users to submit information that is tabulated and stored in a database and used to produce statistics that are integral to the educational value of these activities. If the requested information is personally identifiable, your specific responses remain confidential and Cengage shall not associate those responses with your name, email address, or other personally identifiable information. You hereby consent to including in any such statistical analysis the information you submit in connection with an activity that uses information entered by users for statistical analysis within that activity.
7.6 Cengage shall not disclose to any Persons not affiliated with Cengage User Information associated with your use of an Online Product, except as follows:
- If you are a student, your instructors and course administrators may access User Data associated with your use of the Online Product (including User Data you Post in connection with your use of the Online Product), including (A) accessing User Data contained within application rosters, grade books, or communication tools that facilitate instructor and student engagement, and (B) exporting User Data from the Online Product for the purpose of maintaining educational records;
- Cengage may disclose User Information upon the request of the educational institution, school district, or system in which you are enrolled or by applicable state educational authorities, including where that disclosure is requested for evaluation of student or instructor participation in Online Product activities or an Online Product's educational efficacy or other educational or administrative purposes;
- Cengage may disclose User Information to faculty and other members of your institution or organization to facilitate the investigation of allegations of your suspected breach of this agreement or engaging in academic misconduct or other conduct prohibited by your academic institution or workplace;
- Cengage may collect, use, sell, license, disclose, and otherwise distribute data about you and other Service users (including demographic data and data associated with use of the Service such as clickstream patterns and the amount of time spent in certain activities within the Service) in aggregated form (so that no user is personally identifiable) or so long as Cengage otherwise has removed your name and all other personally identifiable information from that data; or
- Cengage may disclose User Information as otherwise permitted by sections 9.3 and 9.4 below.
8. Payment of Charges
8.1 If you purchase or subscribe to a paid Service Offering, you shall pay all applicable charges for that Service Offering in accordance with the amounts stated in the applicable Order. Unless another form of payment is specified in the applicable Order, Cengage will bill your credit card (for purposes of this agreement, the term "credit card" includes a credit card or a debit card) for those amounts, and Cengage will bill your credit card in advance of service. You shall provide Cengage with accurate and complete billing information, including your name, address, telephone number, and valid credit card information, and shall promptly notify Cengage of any changes in that information. You acknowledge that the agreement between you and the applicable credit card issuer governs your use of your credit card for payment of amounts owed to Cengage, including your rights and obligations as a holder of that card.
8.2 Cengage may limit the number of Service Offering promotions for which you are eligible in a given period. In addition, certain Service Offering promotional offers and discounts will apply to first-time purchasers only.
8.3 Cengage will disclose the applicable payment terms at the time you place your Order; you can also review the applicable payment terms by visiting the "Help" or "My Home" area on the Service. You shall select a payment method to pay Cengage for purchases you make from the Service. Cengage or Cengage's billing agent may charge your payment method for all amounts due to Cengage without additional notice or consent unless otherwise required by law. Cengage may, in Cengage's discretion, (1) post charges to your payment method individually or (2) aggregate your charges with other purchases you make on the Service and apply those charges to your next billing cycle.
8.4 If any authority imposes a tax, duty, levy, or fee, excluding those based on Cengage's net income, upon Service Offerings supplied by Cengage under this agreement, you shall pay that amount as specified in the Order or Cengage's invoice or supply Cengage with exemption documentation.
8.5 If Cengage does not receive payment from your credit card issuer, upon demand you shall pay the overdue amount by other means acceptable to Cengage. Cengage may accept other forms of payment, and if Cengage invoices you for Service Offerings, you shall pay to Cengage the amount indicated in each invoice by the due date reflected on the invoice.
8.6 If you believe that a billing discrepancy has occurred, unless you notify Cengage in writing within 60 days after the date on which that discrepancy first appeared on your credit card account statement or invoice, as applicable, you waive your right to claim that discrepancy.
8.7 Except as otherwise provided in this agreement, an applicable Order, the Service, or an applicable Service Offering, all Service Offering purchases and subscriptions are nonrefundable, nonreturnable, and cannot be exchanged. Until your subscription to a Service Offering is terminated, you will continue to accrue charges for which you remain liable, even if you do not use the Service Offering.
8.8 If you fail to pay according to the terms of this agreement Cengage may, without prejudice to its other rights and remedies, (1) charge interest on a daily basis from the original due date at the rate of the lesser of 1.5% per month or the maximum amount permissible by law, (2) suspend or terminate your subscription and/or access to Online Products and the Service, or both (1) and (2). You shall reimburse Cengage for all reasonable expenses Cengage incurs in collecting past due amounts, including wire transfer fees, collection agency fees, reasonable attorney's fees, and court costs. Cengage may charge a fee for reinstatement of suspended or terminated accounts.
In addition, if you fail to pay according to the terms of this agreement, unless otherwise prohibited by applicable law, Cengage or its designated third party collection agency may contact you by (1) telephoning you at one or more of your telephone numbers, including your wireless telephone numbers (in which case you might incur wireless telephone charges under your wireless device plan), (2) sending you text messages (in which case you might incur message and data charges under your wireless device plan) or emails, and/or (3) using any other method of contact, including pre-recorded and/or artificial voice messages or an automatic dialing device.
9. User Conduct
9.1 You shall comply with all applicable laws and regulations and generally accepted standards of online etiquette and conduct in connection with your use of the Service and Online Products including the Posting of User Content. If the applicable portion of an Online Product contains Online Forums, you shall use the Online Forums only to Post and receive User Content that is proper and related to the particular Online Forum. You acknowledge that Online Forums are not private communications, and therefore your User Content Posted thereto may be accessed by others without your knowledge. Online Forum administrators are not authorized Cengage spokespersons, and their views do not necessarily reflect those of Cengage. You shall not:
- Post User Content that is tortious, defamatory, libelous, deceptive, or fraudulent;
- Post User Content that is hateful, threatening, abusive, harassing, pornographic, incites violence, or contains nudity or graphic or gratuitous violence;
- Post User Content that infringes or violates the law or someone else's rights (including copyrights, patents, trademarks, service marks, trade names, trade secrets, publicity, privacy, or other intellectual property, personal, or contractual rights);
- Post User Content that constitutes unauthorized or unsolicited commercial communications (including "spam"), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
- Post User Content that contains software viruses or any other malicious computer code;
- Post User Content that undermines the pedagogical purpose of the course or class with which the Online Product is being used, including by Posting answers to questions contained in the Online Product;
- Bully, intimidate, or harass another Service or Online Product user;
- Impersonate another Person, including a Cengage employees or representative, or falsely state or otherwise misrepresent your affiliation with any Person;
- Use automated means (including harvesting bots, robots, spiders, or scrapers), or a manual process having similar functionality, to access or copy any part of the Service or an Online Product (including any Service Content);
- Solicit another Service or Online Product user's login information or access a Service or Online Product account belonging to someone else;
- Breach security of another account or attempt to gain unauthorized access to another network or server or in any manner that (A) may potentially cause Cengage to violate any laws or rights of other Persons or otherwise incur civil or criminal liability or be subject to public scorn or ridicule or (B) otherwise harms Cengage's reputation or good will;
- Obtain or attempt to obtain any Service Content that has not been intentionally made publicly available either by their public display on the Service or an Online Product or through their accessibility by a visible link on the Service or that Online Product;
- Interfere with another Person's use and enjoyment of the Service or an Online Product;
- Access the Service or an Online Product to monitor its availability, performance, or functionality, or for any other benchmarking or competitive purposes;
- Violate the security of the Service or an Online Product or attempt to gain unauthorized access, through hacking, password mining, or any other means, to the Service, an Online Product, Service Content, or the computer systems or networks connected to the Service or an Online Product. Users who violate systems or network security may incur criminal or civil liability;
- Do anything that could disable, overburden, or impair the proper working of the Service, an Online Product, or computer systems or networks used to provide the Service or an Online Product;
- Use the Service or an Online Product to do anything unlawful, misleading, malicious, or discriminatory; or
- Facilitate or encourage breaches of this agreement. You are liable for actions taken by another Person related to the subject matter of this agreement that you authorize, assist, facilitate, or encourage.
9.2 Cengage neither endorses nor assumes liability for Content Posted by Online Product users, and although Cengage may provide you with the ability to store and access User Content on an Online Product, Cengage does not endorse the User Content or deem the User Content to be suitable under the terms of this agreement. Although Cengage generally does not actively screen, monitor, or edit the Content Posted by Service and Online Product users, Cengage may (but is not required to) disable access to or remove that Content, regardless of whether it violates the standards for User Content stated in this agreement. Cengage is not liable for any failure or delay in removing any such Content. You hereby consent to and waive all claims against Cengage arising out of any such removal of your User Content. Cengage may conclude that your User Content is unsuitable in accordance with Cengage's standards, and Cengage may come to that conclusion even if it is based upon Cengage's opinion or mere suspicion (regardless of whether that opinion or suspicion is proven to be well-founded) or if Cengage provides one or more Online Products to other users despite those users' Content having the same or similar characteristics as your User Content. Cengage may terminate your access to the Service and/or one or more Online Products to prevent further Posting of unsuitable User Content.
9.3 Cengage may investigate reported breach of this agreement, complaints about your use of the Service and Online Products, and any other situation that could potentially cause Cengage to violate any laws or rights of other Persons or otherwise incur civil or criminal liability, and Cengage may take any action that Cengage determines to be appropriate and reasonable under the circumstance to protect itself, its customers, and/or other Persons, including suspending or terminating without notifying you in advance your account and access to the Service and Online Products. If Cengage takes any such corrective action, Cengage is not required to refund to you unused prepaid charges.
9.4 To comply with applicable laws and governmental requests, to protect Cengage's systems and customers, or to ensure the integrity and operation of Cengage's business and systems, Cengage may, as permitted by applicable law, access and disclose to others information Cengage considers necessary or appropriate, including personally identifiable information associated with your use of the Service and/or Online Products (for example, your name, email address, physical address, username and password, and activity results) and User Data residing on Cengage's computer systems. Cengage also may report to appropriate law enforcement officials, regulators, or other appropriate Persons activity that Cengage suspects violates any law.
10. User Content
10.1 You hereby grant Cengage an irrevocable, nonexclusive, paid-up, and worldwide license to modify and create Derivative Works of the User Content and copy, distribute, display, perform, and otherwise use those modifications, Derivative Works, and User Content, by means of any media or delivery technology now known or hereafter devised, for the purposes of operating and promoting the Service and applicable Online Products, with the right to sublicense and assign to others any of the foregoing. This license will terminate when you remove your User Content from the Service or applicable Online Product (although removed User Content might persist in backup copies, in which case the foregoing license will continue with respect to those backup copies, for a reasonable period of time) except with respect to your User Content that constitutes Shared Content that has not been fully removed from an applicable Online Product by other users of that Online Product. You hereby waive (and shall obtain the waiver of) all moral rights (personal rights associated with authorship of a work under applicable law, including the rights to approve modifications and to require authorship identification) in the User Content Posted by you. You represent that (1) you have obtained, or you shall obtain, all consents and waivers of other Persons, including those required for the use of names, likenesses, and voices and the release of publicity or privacy rights, necessary to permit Cengage to exercise the rights and licenses granted hereunder with respect to the User Content, and (2) Cengage is not required to make any payments by reason of any such exercise.
10.2 In addition, with respect to User Content you Post to a Shared Content area of an Online Product, you hereby grant Cengage an irrevocable, perpetual, nonexclusive, paid-up, and worldwide license to (1) modify and create Derivative Works of that User Content and (2) grant other users of that Online Product sublicenses to those modifications, Derivative Works, and User Content that are similar in scope to the rights you have with respect to Shared Content under section 3.3 (Shared Content), with the right to sublicense and assign to others any of the foregoing.
10.3 This agreement does not convey to Cengage any ownership interest in your User Content. You acknowledge that your interest in and to User Content that consists of modifications or Derivative Works of Shared Content is subject to the ownership rights of the owner of any such Shared Content.
11. Non-Cengage Sites and Information.
The Service or one or more Online Products might contain links to non-Cengage sites on the internet, or otherwise include references to information, software, materials, and/or services provided by other Persons. These non-Cengage sites might contain content that some people find inappropriate or offensive. These non-Cengage sites and other Persons are not under Cengage's control, and Cengage is not liable for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of any such sites, nor is Cengage liable for errors or omissions in references to other Persons or their products and services. The inclusion of any such link or reference is provided merely as a convenience and does not imply Cengage's endorsement of, or association with, the non-Cengage site or other Person, or an express or implied warranty of any kind. You use any such links and the content accessed thereby at your own discretion and at your own risk. You shall direct your concerns regarding these non-Cengage sites to the applicable site administrator and not to Cengage.
12. Intellectual Property
12.1 Cengage (or one or more of Cengage's Affiliates) owns all intellectual property rights in the Service, Service Offerings, and Cengage Content. Cengage reserves all rights not expressly granted under this agreement. Portions of the Service, Service Offerings, or Service Content might include items provided by Cengage's Affiliates, and those Affiliates are intended third party beneficiaries of this agreement and may enforce this agreement directly against you.
12.2 Cengage may use and disclose your feedback and other suggestions about the Service for any purpose without an obligation or liability of any kind, including any obligation to compensate you for them (just as you have no obligation to offer them), even if you have designated that feedback or suggestions as confidential.
12.3 Except as otherwise permitted under this agreement, as allowed by applicable law, or under a valid license, you shall not use Cengage's or its Affiliates' trademarks (including CengageBrain, MyCengage and the CengageBrain logo), or any confusingly similar marks, without Cengage's written permission.
13. Reporting Infringement
Cengage respects the intellectual property rights of others, and Cengage asks you to do the same. It is Cengage's policy to respond to notices of alleged copyright infringement that comply with applicable intellectual property law (including the Digital Millennium Copyright Act, 17 U.S.C. Section 512(c)) and to terminate services of repeat infringers of copyright or of users about whom repeat claims of copyright infringement are received. If you believe your copyright has been infringed by any Service Content contained in the Service or an Online Product, you should notify Cengage's designated agent in accordance with the Notice and Procedure for Making Claims of Copyright Infringement located at www.cengage.com/dmca.
14. Disclaimer of Warranties
14.1 Except as otherwise provided in an applicable Order, Cengage provides the Service , Service Content , and Service Offerings on an "as is" and "as available" basis and Cengage specifically disclaims all warranties, express or implied, including the implied warranties of merchantability, noninfringement, and fitness for a particular purpose.
14.2 Your use of the Service, Service Content, and Service Offerings is done at your own risk and you are solely liable for damage to your computer system or loss of data that results from any such activities. Cengage assumes no responsibility for the timeliness, deletion, misdelivery, or failure to store User Data or personalization settings. The Service and/or the Service Offerings could include inaccuracies or typographical errors. Advice received via the Service and/or the Service Offerings should not be relied upon for personal, medical, legal, or financial decisions and you should consult an appropriate professional for specific advice tailored to your situation.
14.3 Content available through the Service and Service Offerings often represents the opinions and judgments of an information provider, Online Product user, or other individual or entity not connected with Cengage. Cengage does not endorse, nor is Cengage liable for the accuracy or reliability of, any opinion, advice, or statement made by anyone other than an authorized Cengage spokesperson speaking in his or her official capacity. Please refer to the specific editorial policies posted on various sections of the Service or applicable Online Product for further information.
14.4 Some states or jurisdictions do not allow the exclusion of certain warranties, so some of the above limitations might not apply to you.
15. Limitation of Liability
Regardless of the basis on which you claim damages from Cengage (including fundamental breach, negligence, misrepresentation, or other contract or tort claim), Cengage's entire liability for all claims in the aggregate arising under this agreement will not exceed the amount of your actual direct damages up to the greater of $100 or the charges (if recurring, up to a maximum of 3 months' charges) actually paid by you for the Service Offering that is the subject of the claim. This limit also applies to Cengage's Affiliates, and is the maximum for which Cengage and Cengage's Affiliates are collectively liable. Except as otherwise required by law without the possibility of contractual waiver, Cengage and Cengage's Affiliates are not liable for (1) claims by other Persons against you for losses or damages, (2) loss of or damage to User Data, or (3) special, incidental, or consequential damages (including lost profits or savings), even if they are informed of their possibility.
In addition to any other remedies available to Cengage, you shall indemnify Cengage and Cengage's Affiliates against all reasonably foreseeable losses and liabilities arising out of your acts or omissions in connection with the Service and the Service Offerings, including your breach of this agreement or an Online Product Agreement and your Posting of User Content, subject to the same defenses that you would be entitled to assert in an action for breach of contract.
17. Security and Password
You are responsible for maintaining the confidentiality of your password and account, and except as otherwise permitted under section 3.8 (Institution Subscription) you shall not share your login credentials (login name/username and password) with others. You are liable for all use of the Service and Online Products (including charges incurred) through your login name/username and password, whether that use is made by you personally or by someone else. You shall protect and secure your login name/username and password from unauthorized use and disclosure. If you become aware of or believe there has been a breach of the security of your account, including a theft or unauthorized use of your login name/username and password, you shall notify Cengage immediately by contacting the contact stated on the Support web page accessible through the Support link of the CengageBrain.com web site http://support.cengage.com.
18. Special Provisions Applicable to Users Outside the U.S
18.1 If you are located outside the U.S., you hereby consent to having your User Data transferred to and processed outside your jurisdiction, including in the U.S.
18.2 Although the Service and Service Offerings might be accessible worldwide, Cengage does not represent that the Service, Service Content, or Service Offerings are appropriate or available for use in locations outside the U.S., and you shall not access the Service, Service Content, or Service Offerings from locations where the Service, Service Content, or Service Offerings are illegal.
19. Termination of Agreement
19.1 Cengage may, at its discretion, terminate or suspend your access to any part of the Service with or without notice and for any reason, including for lack of use or if Cengage believes that you have breached or acted inconsistently with the letter or spirit of this agreement. You may terminate your registration or use of the Service at any time. Upon termination of this agreement, your right to use the Service ceases, and Cengage may deactivate your account and delete all related information and User Content and/or bar further access to the Service or any such User Content. Cengage is not liable to you or any other Person for claims or damages arising out of termination of this agreement or suspension of your access to the Service or any User Content or any other actions taken by Cengage in connection therewith. Termination of this agreement will not cause a termination of any Online Product licenses or subscriptions, but there could be independent grounds (which may be the same as the grounds for termination of this agreement) for termination of one or more Online Product licenses or subscriptions.
19.2 Except as otherwise provided in an applicable Order, Cengage may terminate your Online Product license or subscription with or without notice if you breach or act inconsistently with the letter or spirit of this agreement as applicable to that Online Product. Upon any such termination, your right to use that Online Product ceases, and Cengage may delete all User Content related to that Online Product and/or bar further access to that Online Product or any such User Content. Cengage is not liable to you or any other Person for claims or damages arising out of termination of your access to the Online Product or any User Content or any other actions taken by Cengage in connection therewith.
19.3 The terms of this agreement that contemplate compliance or otherwise by their nature should extend after the termination of this agreement or an Online Product license or subscription, including the terms of sections 7, 9, 10, 11, 14, 15, 16, and 19-23, as well as your liability for unpaid charges, will survive termination and remain in effect until fulfilled.
20.1 Except as otherwise provided in this agreement, for a notice or other communication under this agreement to be valid, it must be in writing and the sending party must use one of the following methods of delivery: (1) personal delivery; (2) nationally recognized overnight courier (for example, Federal Express), with all fees prepaid; and (3) registered or certified mail, in each case return receipt requested and postage prepaid.
20.2 Except as otherwise provided in this agreement, for a notice or other communication under this agreement to be valid, it must be addressed: (1) if to Cengage, to the contact stated on the Support web page accessible through the Support link of the CengageBrain.com web site http://support.cengage.com (or to any other address designated by Cengage in a notice in accordance with this section 20), and a copy of any termination, breach, or default notice sent to Cengage must also be sent to the following: Cengage Learning, Inc., 200 First Stamford Place, Stamford, CT 06902, Attention: General Counsel; and (2) if to you, either to the email address supplied for your account or to the address supplied by you as part of your User Information. In addition, Cengage may broadcast notices or messages through the Service to inform you of changes to the Service, this agreement or other matters of importance, and any such broadcasts will be deemed to constitute notice to you.
20.3 Except as otherwise provided in this agreement, and subject to section 20.4, a valid notice or other communication under this agreement will be effective when received by the receiving party. A notice or other communication will be deemed to have been received as follows:
- if it is delivered in person or sent by registered or certified mail or by nationally recognized overnight courier, upon receipt as indicated by the date on the signed receipt; and
- if the receiving party rejects or otherwise refuses to accept it, or if it cannot be delivered because of a change in address for which no notice was given, then upon that rejection, refusal, or inability to deliver.
20.4 If a notice or other communication is received after 5:00 p.m. on a business day at the location specified in the address for the receiving party, or on a day that is not a business day, then the notice will be deemed received at 9:00 a.m. on the next business day.
"Affiliates" means Cengage's owners, subsidiaries, affiliated companies, officers, directors, licensors, suppliers, partners, sponsors, and advertisers, and includes all parties involved in creating, producing, and/or delivering the Service and/or Service Content (except for User Content or Shared Content Posted by other Service users).
"Cengage" means Cengage Learning, Inc.
"Cengage Content" means all Content (other than Shared Content) contained in an Online Product. Cengage Content includes Non-Modifiable Cengage Content, Modifiable Cengage Content, and your modifications and Derivative Works of Modifiable Cengage Content.
"Cengage-Hosted Third Party Online Product" means a Third Party Online Product hosted by Cengage.
"Content" means messages, text, sounds (including music), images (including video and photos), graphics (including illustrations, drawings, and logos), software, and other materials.
"Derivative Work" means a work that is based on an underlying work and that would be a copyright infringement if prepared without the authorization of the copyright owners of the underlying work.
"Modifiable Cengage Content" means Cengage Content presented to you in a modifiable format and in a manner expressly indicating that modification thereof is permitted.
"Non-Modifiable Cengage Content" means all Cengage Content other than Modifiable Cengage Content.
"Online Forums" means, collectively, bulletin board services, message boards, chat areas, newsgroups, forums, learning spaces, communities, and/or other interactive message or communication facilities.
"Online Products" refer to eBooks, other online electronic content, online courses or courseware (including Aplia Courses), video and/or audio study tools, online services, and any combination of the foregoing items, each of which has its own unique International Standard Book Number (ISBN), including future updates and upgrades to the foregoing items provided to you, and including those foregoing items for which access codes enabling access thereto are offered outside the Service (for example, in bookstores or on ecommerce web sites) but activated through the Service.
"Order" means the offline or online order form or ordering process that specifically references this agreement or that otherwise allows you to acquire Service Offerings, including a printed access card containing an access code enabling access to a Service Offering.
"Permitted Use" means use for non-commercial educational or instructional purposes.
"Person" means an individual, a corporation, partnership, limited liability company, association, trust, unincorporated organization, or other legal entity or organization, or a government body.
"Physical Products" means (1) printed books, printed materials, and other hard-copy content and (2) electronic content and/or software contained on a CD, DVD, or other physical media.
"Post" means post on an applicable Online Product or otherwise make available while using that Online Product to Cengage or other users of that Online Product.
"Privacy Statement" means the current Cengage Privacy Statement located at http://www.cengage.com/privacy/ or any successor web page thereto.
"Service" means the online service Cengage makes available through Cengage's CengageBrain-branded or co-branded websites (including sub-domains, international versions, widgets, and mobile versions), including that online service's offline components.
"Service Content" means, collectively, Cengage Content, Shared Content, and all other Content made available on the Service (including Service Offering descriptions), including the selection and arrangement of the foregoing.
"Service Offerings" mean, collectively, (1) Physical Products, (2) Online Products (including any access codes enabling access to an Online Product), (3) rental of printed textbooks and/or other Physical Products for a specific period of time; and (4) Aplia Courses (which are a particular type of Online Product).
"Shared Content" means the Content Posted by Cengage and Online Product users (including User Content Posted by you) in an area of an applicable Online Product that is designated as a learning space and/or user community and that is presented to users in a modifiable format and in a manner clearly indicating that modification thereof is permitted.
"Supplier" means a non-Cengage supplier of one or more Supplier Online Products.
"Supplier-Hosted Supplier Online Product" means a Supplier Online Product hosted by a non-Cengage supplier.
"Supplier Notices" means certain notices and/or information about a Supplier Online Product and/or one or more of its suppliers that Cengage provides you in connection with the provision of a Supplier Online Product.
"Supplier Online Product" means a Supplier-branded Online Product.
"U.S." means the United States of America.
"User Content" means Content you Post on an applicable Online Product that would not be considered solely User Information. Certain User Content may contain User Information.
"User Data" means, collectively, User Content and User Information
"User Information" means facts and other information about you, including actions you take while interacting with the Service or Online Products.
"You" and "your" refer to the user named in an applicable Order or otherwise on the online registration form completed by or on behalf of you in connection with your registration for the Service.
22.1 The laws of the State of New York, without giving effect to its principles of conflict of laws, govern all adversarial proceedings arising out of this agreement, including all tort claims. The United Nations Convention on Contracts for the International Sale of Goods does not apply. If either party brings against the other party any proceeding arising under this agreement, that party may bring that proceeding only in the United States District Court for the Southern District of New York or in any state court of New York sitting in New York County or Westchester County, and each party hereby submits to the exclusive jurisdiction of those courts for purposes of any such proceeding. Each party hereby waives any claim that any proceeding brought in accordance with section has been brought in an inconvenient forum or that the venue of that proceeding is improper. You acknowledge that Cengage has Affiliates around the world, and sometimes these Affiliates may provide Service Offerings to you on behalf of Cengage.
22.2 Cengage Learning operates the Service and Online Products from within the U.S. You shall comply with all applicable export and import control laws in connection with your use of the Service, Service Content, and Service Offerings, and you shall not export or reexport the Service Content or Service Offerings, directly or indirectly, to any country, or to any agent, representative, or foreign national of any country, without first obtaining all licenses required under export control laws. You shall not access or use the Service or any Service Offerings if you are (1) located in a country embargoed by the U.S. (unless the applicable Service Offering qualifies for an "information or informational materials" exemption to any such embargo) or (2) on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. You represent that you are not located in, under the control of, or a national or resident of any such country or on any such list.
22.3 If you are an office, agency or branch of the U.S. Government, the Service Offerings are provided to you as commercial items and with only those rights as are stated in this agreement, under 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227-7202-4 and corresponding sections of applicable and corresponding agency Federal Acquisition Regulations (FARs).
22.4 You acknowledge that because your breach of this agreement or your unauthorized use of the Online Products could cause Cengage irreparable harm for which damages would be an inadequate remedy, if any such breach occurs or is threatened Cengage will be entitled to an injunction, a restraining order, or any other equitable remedy, in each case without posting a bond or other security and without proof of actual damages.
22.5 If you do not institute a cause of action against Cengage or Cengage's Affiliates within one year after the cause of action arises, that cause of action will be deemed forever waived and barred.
22.6 You shall not assign any part of your rights or delegate any part of your obligations under this agreement. Any purported assignment or delegation in breach of this section will be void. Cengage may assign its rights and delegate its obligations under this agreement.
22.7 No delay or default in compliance with any obligation by Cengage will constitute a breach of this agreement to the extent that default or delay is caused, directly or indirectly, by an event or circumstance beyond Cengage's reasonable control.
22.8 If any provision of this agreement is held to be unenforceable, then that provision is to be construed by modifying it to the minimum extent necessary to make it enforceable, unless such modification is not permitted by law, in which case that provision is to be disregarded. If an unenforceable provision is modified or disregarded in accordance with this section, the rest of this agreement is to remain in effect as written, and the unenforceable provision is to remain as written in any circumstances other than those in which the provision is held to be unenforceable.
22.9 No waiver of satisfaction of a condition or noncompliance with an obligation under this agreement will be effective unless it is in writing and signed by Cengage, and no such waiver will constitute a waiver of satisfaction of any other condition or noncompliance with any other obligation.
22.10 There are no nonparty beneficiaries of this agreement, except as otherwise provided in section 12.1 (Intellectual Property), section 15 (Limitation of Liability), and section 16 (Indemnification).
22.11 This agreement, including all applicable Orders, constitutes the entire understanding between the parties with respect to the subject matter of this agreement and supersedes all other agreements, whether written or oral, between the parties with respect thereto. All Orders, policies, and guidelines referenced in this agreement are part of this agreement. Except for Cengage's right to amend this agreement as described in this agreement, no amendment to this agreement will be effective unless it is in writing and signed by both parties.
22.12 The terms "including," "includes," and "include" are to be read as if they were followed by the phrase "without limitation." Whenever reference is made in this agreement to "days," the reference means calendar days, not business days, except as otherwise specified. The headings of this agreement are for reference only and do not affect the meaning or interpretation of this agreement.
23. Contact Information
Except as otherwise stated on the Service, the Service is offered by Cengage Learning, Inc., a Delaware corporation, located at 200 First Stamford Place, Stamford, CT 06902. If you notice that a user is violating this agreement, please contact Cengage at the notice address stated in section 20.