DESCRIPTION OF GATEWAY ACADEMY
Gateway Academy is a digital learning platform that offers both online and blended learning courses, as well as cultivate communities of practice, focused on financial inclusion in Sub-Saharan Africa.
These TOS provide to you a personal, revocable, limited, non-exclusive, royalty-free, non-sublicenseable, non-transferable license to use the Site conditioned on your continued compliance with the terms and conditions of this TOS. You may print and download materials and information from the Site solely for your personal use, provided that all hard copies contain all copyright and other applicable notices contained in such materials and information.
Notwithstanding the foregoing, You may not modify, translate, decompile, create derivative work(s) of, copy, distribute, disassemble, broadcast, transmit, publish, remove or alter any proprietary notices or labels, license, sublicense, transfer, sell, mirror, frame, exploit, rent, lease, private label, grant a security interest in, or otherwise use in any manner not expressly permitted herein the Site.
TERM AND TERMINATION
These TOS will take effect the moment you register, respond to a request for information, and/or begin downloading, accessing, or using the Site, whichever is earliest. We reserves the right at any time and on reasonable grounds, which shall include, without limitation, any reasonable belief of fraudulent or unlawful activity or actions or omissions that violate any term or condition of these TOS, to deny you access to the Site or to any portion thereof in order to protect its name and goodwill, its business, and/or other users, and these TOS will also terminate automatically if you fail to comply with its terms and conditions, subject to the survival rights of certain provisions identified below. Termination will be effective without notice. You may also terminate these TOS at any time by ceasing to use the Site, but all applicable provisions of these TOS will survive termination, as identified below, and each re-access or use of the Site will reapply this TOS (then in effect) to you. Upon termination, you must destroy all copies of any aspect of the Site in your possession. The provisions concerning Humentum’s proprietary rights, disclaimers of warranty and liability, waiver and severability, entire agreement, and choice of law will survive the termination of this TOS for any reason.
RULES FOR ONLINE CONDUCT
You agree that you are responsible for your own use of the Site and for your User Postings. "User Postings" include all content submitted, posted, published or distributed on the Site by you or other users of the Site, including but not limited to all forum posts, document edits, notes, questions, comments, videos and file uploads. You agree that you will use the Site in compliance with these TOS, and all applicable local, state, national and international laws, rules and regulations, including copyright laws, any laws regarding the transmission of technical data exported from your country of residence, and all United States export control laws.
Our Site is not directed to individuals younger than 18 or the legal age of majority, whichever is greater, and access and use of our Site is only offered to users 18 years of age or the legal age of majority, whichever is older. If you are under 18 years old or the legal age of majority, please do not register to use our Site. Any person who registers as a user or provides their personal information to our Services represents that they are 18 years of age or older or the legal age of majority.
As a condition of your use of the Gateway Academy services, you will not use the Site in any manner intended to damage, disable, overburden or impair any Gateway Academy server or the network(s) connected to any Gateway Academy server or to interfere with any other party's use and enjoyment of the Site. You may not attempt to gain unauthorized access to the Site, other accounts, computer systems or networks connected to any Gateway Academy server through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information stored on the Site, its servers or associated computers through any means not intentionally made available through the Site.
THE FOLLOWING LIST OF ITEMS IS STRICTLY PROHIBITED ON THE SITE:
- Content that defames, harasses or threatens others;
- Content that discusses illegal activities with the intent to commit them;
- Content that infringes another's intellectual property, including, but not limited to, copyrights or trademarks;
- Profane, pornographic, obscene, indecent or unlawful content;
- Advertising or any form of commercial solicitation;
- Content related to partisan political activities;
- Viruses, trojan horses, worms, time bombs, corrupted files, malware, spyware or any other similar software that may damage the operation of another's computer or property; and
- Content that contains intentionally inaccurate information or that is posted with the intent of misleading others.
- Furthermore, you agree not to scrape, or otherwise download in bulk, any Site content, including but not limited to a list or directory of users on the system, on-line textbooks, User Postings or user information. You agree not to misrepresent or attempt to misrepresent your identity while using the Site.
You also aren't allowed to:
- Do anything that violates local, state, national or international law or breaches any of your contractual obligations or fiduciary duties.
- Share your password, let anyone access your account, or do anything that might put your account at risk.
- Attempt to access any other user's account.
- Reproduce, transfer, sell, resell, or otherwise misuse any content from our Site, unless specifically authorized to do so.
- Access, tamper with, or use non-public areas of our systems, unless specifically authorized to do so.
- Break or circumvent our authentication or security measures or otherwise test the vulnerability of our systems or networks, unless specifically authorized to do so.
- Try to reverse engineer any portion of our Site.
- Try to interfere with any user, host, or network, for example by sending a virus, overloading, spamming, or mail-bombing.
- Use our site to distribute malware.
- Impersonate or misrepresent your affiliation with any person or entity.
- Encourage or help anyone do any of the things on this list.
USER ACCOUNTS AND AUTHORITY
In order to participate fully in Site activities, you must provide your name, email address and a user password in order to create a user account ("User Account"). You agree that you will never divulge or share access or access information for your User Account with any third party for any reason. In setting up your User Account, you may be prompted to enter additional optional information (e.g., your address). You represent that all information provided by you is accurate and current. You agree to maintain and update your information to keep it accurate and current.
YOUR RIGHT TO USE CONTENT ON THE SITE
Unless expressly indicated as being in the public domain, the content on the Site is protected by United States and foreign copyright laws. Unless otherwise expressly stated on the Site, the instructional materials provided with the courses offered on this Site are for your personal use in connection with those courses only.
You agree to retain all copyright and other notices on any content you obtain from the Site. All rights in the Site and its content, if not expressly granted, are reserved.
You will have the ability to access and/or use content provided by instructors, other users, and/or other third parties and links to websites and services maintained by third parties. We cannot guarantee that such third party content, in the courses or elsewhere, will be free of material you may find objectionable or otherwise inappropriate or of malware or other contaminants that may harm your computer, mobile device, or any files therein. We disclaim any responsibility or liability related to your access or use of such third party content.
User Postings Representations and Warranties. By submitting or distributing your User Postings, you affirm, represent and warrant (1) that you have the necessary rights, licenses, consents and/or permissions to reproduce and publish the User Postings and to authorize us to reproduce, modify, publish and otherwise use and distribute your User Postings in a manner consistent with the licenses granted by you below, and (2) that neither your submission of your User Postings nor the exercise of the licenses granted below will infringe or violate the rights of any third party. You, and not Humentum, are solely responsible for your User Postings and the consequences of posting or publishing them.
License Grant to Humentum. By submitting or distributing your User Postings, you hereby grant to Humentum a worldwide, non-exclusive, transferable, assignable, sub licensable, fully paid-up, royalty-free, perpetual, irrevocable right and license to host, transfer, display, perform, reproduce, modify, distribute, re-distribute, relicense and otherwise use, make available and exploit your User Postings, in whole or in part, in any form and in any media formats and through any media channels (now known or hereafter developed).
License Grant to Gateway Academy Users. By submitting or distributing your User Postings, you hereby grant to each user of the Site a non-exclusive license to access and use your User Postings in connection with their use of the Site for their own personal purposes.
Use of Gateway Academy and Training Provider Names, Trademarks and Service Marks. These TOS provide only a limited license to access and use the Site. Accordingly, you expressly acknowledge and agree that we transfer no ownership or intellectual property interest or title in and to the Site to you or anyone else. The "Gateway Academy," names, logos and seals are trademarks ("Trademarks") of the respective entities. Likewise, the names, logos, and seals of the other training providers offering courses (“Providers”) on the Site are Trademarks owned by the respective Provider. You may not use any of these Trademarks, or any variations thereof, without the owner's prior written consent. You may not use any of these Trademarks, or any variations thereof, for promotional purposes, or in any way that deliberately or inadvertently claims, suggests or, in these institutions' sole judgment, gives the appearance or impression of a relationship with or endorsement by these institutions.
All Trademarks not owned by Humentum or the Providers that appear on the Site or on or through the services made available on or through the Site, if any, are the property of their respective owners.
Nothing contained on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademark displayed on the Site without the written permission of the owner of the applicable Trademark.
DIGITAL MILLENNIUM COPYRIGHT ACT
Copyright owners who believe their material has been infringed on the Site may request removal of the materials from the Site by submitting written notification to our Copyright Agent (as designated below) pursuant to the Digital Millennium Copyright Act (17 U.S.C. § 512 (“DCMA”).
NOTE TO HUMENTUM: Humentum must register a designated copyright agent with the Copyright Office. Venable can assist. Fee is nominal and process is simple.
Notification must include:
- Identification of the copyrighted work, or, in the case of multiple works at the same location, a representative list of such works at that site.
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity. You must include sufficient information for us to locate the material (e.g., URL, IP address, computer name).
- Information for us to be able to contact the complaining party (e.g., email address, phone number).
- A statement that the complaining party believes in good faith that the use of the material has not been authorized by the copyright owner or an authorized agent.
- A statement that the information in the notification is accurate and that the complaining party is authorized to act on behalf of the copyright owner.
The designated Copyright Agent to receive DCMA notice is:
If you believe that your material was removed or access to it was disabled by mistake or misidentification, You may file a counter-notification with us (a "Counter-Notice") by submitting written notification to the the designated Copyright Agent. Pursuant to the DMCA, the Counter-Notice must include substantially the following:
- Your physical or electronic signature.
- An identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled.
- Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
- A statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.
- A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which the Site may be found) and that you will accept service from the person (or an agent of that person) who provided the Site with the complaint at issue.
While we work to protect the security of your account and related information, we cannot guarantee that unauthorized third parties will not be able to defeat our security measures.
DISCLAIMERS OF WARRANTY / LIMITATIONS OF LIABILITIES
THE SITE AND ANY INFORMATION, CONTENT OR SERVICES MADE AVAILABLE ON OR THROUGH THE SITE ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND (EXPRESS, IMPLIED OR OTHERWISE), INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, EXCEPT INSOFAR AS ANY SUCH IMPLIED WARRANTIES MAY NOT BE DISCLAIMED UNDER APPLICABLE LAW.
HUMENTUM AND THE GATEWAY ACADEMY PROVIDERS (AS HERINAFTER DEFINED) DO NOT WARRANT THAT THE SITE WILL OPERATE IN AN UNINTERRUPTED OR ERROR-FREE MANNER, THAT THE SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE COURSES OR CONTENT PROVIDED WILL MEET YOUR NEEDS OR EXPECTATIONS. HUMENTUM AND THE GATEWAY ACADEMY PROVIDERS ALSO MAKE NO WARRANTY ABOUT THE ACCURACY, COMPLETENESS, TIMELINESS, OR QUALITY OF THE SITE OR ANY COURSES OR CONTENT, OR THAT ANY PARTICULAR COURSES OR CONTENT WILL CONTINUE TO BE MADE AVAILABLE. “GATEWAY ACADEMY PROVIDERS” MEANS THE ENTITIES PROVIDING INFORMATION, CONTENT OR SERVICES FOR THE SITE, THE COURSE INSTRUCTORS AND THEIR STAFFS.
User Postings Disclaimer. You understand that when using the Site you will be exposed to User Postings from a variety of sources and that neither Humentum nor the Gateway Academy Providers are responsible for the accuracy, usefulness, reliability or intellectual property rights of or relating to such User Postings. You further understand and acknowledge that you may be exposed to User Postings that are inaccurate, offensive, defamatory, indecent or objectionable and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against us or any of the Gateway Academy Providers with respect thereto. Neither we nor any of the Gateway Academy Providers endorse any User Postings or any opinion, recommendation or advice expressed therein. Neither we nor any of the Gateway Academy Providers have any obligation to monitor any User Postings or any other user communications through the Site.
However, we reserve the right to review User Postings and to exercise its sole discretion to edit or remove, in whole or in part, any User Posting at any time and for any reason, or to allow the Gateway Academy Providers to do so. Without limiting the foregoing, upon receiving notice from a user or a content owner that a User Posting allegedly does not conform to these TOS, Gateway Academy may investigate the allegation and determine in its sole discretion whether to remove the User Posting, which it reserves the right to do at any time and without notice.
Links to Other Sites. The Site may include hyperlinks to sites maintained or controlled by others. We and the Gateway Academy Providers are not responsible for and do not routinely screen, approve, review or endorse the contents of or use of any of the products or services that may be offered at these sites. If you decide to access linked third-party websites, you do so at your own risk.
You agree to defend, hold harmless and indemnify Humentum and the Gateway Academy Providers, and their respective subsidiaries, affiliates, officers, faculty, students, fellows, governing board members, agents and employees from and against any third-party claims, actions or demands arising out or resulting from your use of the Site in violation or breach of these TOS, including any liability or expense arising from any and all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, Humentum or one of the Gateway Academy Providers will provide you with written notice of such claim, suit or action.
Termination Rights; Discontinuation of Courses and Content. You agree that Humentum, in its sole discretion, may terminate your use of the Site or your participation in it, for any reason or no reason, upon notice to you. It is our policy to terminate in appropriate circumstances the accounts of users of the Site who are repeat copyright infringers. Humentum and the Gateway Academy Providers reserve the right at any time in their sole discretion to cancel, delay, reschedule or alter the format of any course offered through Gateway Academy, or to cease providing any part or all of the Site content or related services, and you agree that neither we nor any of the Gateway Academy Providers will have any liability to you for such an action. If you no longer desire to participate in the Site, you may terminate your participation at any time. The rights granted to you hereunder will terminate upon any termination of your right to use the Site, but the other provisions of these TOS will survive any such termination.
Waiver and Severability of TOS. The failure of Humentum to exercise or enforce any right or provision of these TOS shall not constitute a waiver of such right or provision. If any provision of these TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision and the other provisions of these TOS shall remain in full force and effect.
Choice of Law/Forum Selection. You agree that these TOS and any claim or dispute arising out of or relating to these TOS or any content or service obtained from or through the Site will be governed by the laws of the State of New York in the United States, excluding its conflicts of law provisions. You agree that all such claims and disputes will be heard and resolved exclusively in the federal or state courts located in and serving New York. You consent to the personal jurisdiction of those courts over you for this purpose, and you waive and agree not to assert any objection to such proceedings in those courts (including any defense or objection of lack of proper jurisdiction or venue or inconvenience of forum).