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Learning Pool Acceptable Use Policy

Effective Date: (TBD)

By signing the Master Agreement, Client agrees to comply with this Acceptable Use Policy (this “Policy”) and to remain responsible for its personnel and Users. Terms not defined herein shall have the meaning set forth in the applicable Master Agreement, Solutions Agreement, or Work Order (each an “Agreement” and collectively the “Agreements”).

Learning Pool (“LP”) grants Client a limited, non-transferable, non-sublicensable, non-exclusive license (the “License”), during the Term identified in the Solutions Agreement to which this policy applies, to access and use certain of LP’s networks and servers and to access and use the Software solely for Client’s internal business use and purposes and only by (a) Client Designee (if any) and (b) the authorized holders of any administrative accounts or User accounts created by Client or pursuant to Client’s authority (the “Authorized Account Holders”). Client shall not authorize, permit or allow the Software to be accessed or used by any person or entity other than Client Designee or Authorized Account Holders. Client shall not authorize, permit or allow any Client Designee or Authorized Account Holders to access or use the Software by any means other than those designated by LP. Client shall implement reasonable measures and procedures to seek to ensure that each Client Designee and Authorized Account Holder protects his or her log-in information and does not permit any unauthorized person to access or use the Software. Client is and shall be responsible and liable to LP for all acts and omissions of any of its Client Designees (and any other third party authorized by Client) which violate any of the terms of this Agreement.

If Client violates this Policy, LP may immediately suspend Services with reasonable notice to Client. If LP and Client cannot reach a resolution regarding said violation, LP reserves the right to terminate the applicable Solutions Agreement upon 30 days’ notice. Upon the expiration of a Term (as identified in the applicable Solutions Agreement) or upon the termination of a Solutions Agreement for any reason: (i) the License shall automatically terminate; (ii) the right of Client and its Client Designee and Authorized Account Holders to access and use Services or Materials pursuant to this Agreement shall automatically terminate and Client and its Client Designee and Authorized Account Holders shall cease all access and use of Services or Materials; (iii) Client and its Client Designee shall promptly destroy or securely erase all copies and derivatives of Services or Materials that are in the possession or under the control of Client and its Client Designee which exist in any format or on any media. LP may delete all Client data, information, and documents, including backup copies, no earlier than thirty days after any termination, having provided Client with access to data for duplication and retention.

1. Prohibited Uses of the Services. Client must not use any of the Services or Materials:

1.1. to implement or install any software programs, theme code, applications, plug-ins or add-ons (collectively, “Additional Software”) on LP’s network, systems or servers in connection with Client’s use of the Software without LP’s prior consent;
1.2. to host, store, send, relay or process any prohibited content (defined as: material which breaches any applicable laws, regulations or legally binding codes, or infringes any third party intellectual property rights or other third party rights, or may give rise to any form of legal action against LP or the Client or any third party; pornographic or lewd material or links to such material; or messages or communications which are offensive, abusive, indecent or obscene, are likely to cause annoyance, inconvenience or anxiety to another internet user, or constitute spam or bulk unsolicited mail) for any purpose;
1.3. in any way which may put LP in breach of a contractual or other obligation owed by LP to any internet service provider or any third party from which LP licenses Software or obtains hosting services;
1.4. in any manner that: 1.4.1. damages, disables, overburdens, impairs, or should reasonably be expected to damage, disable, overburden, or impair, any LP computer, network, network infrastructure, any network connected to any LP network or computers, or any equipment or property of LP; or 1.4.2. unreasonably interferes with any other of LP’s users or subscribers’ use and enjoyment of the Services;
1.5. for, or in connection with, contests, pyramid schemes, chain letters, junk email, spamming, or any duplicative or unsolicited messages (commercial or otherwise), or to commit any act in violation of the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (CAN-SPAM);
1.6. in such a way that LP becomes documented on a recognized spam abuse list;
1.7. to use Internet Relay Chat (“IRC”) including, but not limited to, IRC clients, server software, bots or any other IRC related software; or
1.8. in connection with any tortious or actionable activity. Without limiting the general application of this rule, Client may not utilize the Services to publish or disseminate information that: 1.8.1. constitutes slander, libel or defamation; 1.8.2. publicizes the personal information or likeness of a person without that person’s consent; 1.8.3. otherwise violates the privacy rights of any person; or 1.8.4. threaten persons with bodily harm, to make harassing offensive, indecent, obscene or abusive statements or messages, or to solicit the performance of acts or services that are illegal under applicable law.
1.9. in connection with any other disruptive or abusive activity. Without limiting the general application of this rule, Client may not utilize the Services to: 1.9.1. cause denial of service attacks or distributed denial of service attacks against LP or network hosts or Internet users or to otherwise degrade or impair the operation of LP ‘s servers and facilities or the servers and facilities of network hosts or Internet users; 1.9.2. offer mail services, mail forwarding capabilities, POP accounts or auto- responders other than for Client’s own account; 1.9.3. resell access to any software installed on LP servers without LP’s prior written consent; 1.9.4. subvert, or assist others in subverting, the security or integrity of any LP systems, facilities or equipment; 1.9.5. gain unauthorized access to the computer networks of LP or any other person; 1.9.6. provide passwords or access codes to persons not authorized to receive such materials by the operator of the system requiring the password or access code; 1.9.7. forge the signature or other identifying mark or code of any other person, impersonate or assume the identity or any other person, or engage in any other activity (including spoofing) to attempt to deceive or mislead other persons regarding the true identity of Client; 1.9.8. distribute or post any virus, worm, Trojan horse, or computer code intended to disrupt services, destroy data, destroy or damage equipment, or disrupt the operation of the Services; 1.9.9. conduct port scans or other invasive procedures against any server; 1.9.10. distribute, advertise or promote software or services that have the primary purpose of encouraging or facilitating unsolicited commercial e-mail or spam; 1.9.11. solicit or collect, or distribute, advertise or promote, e-mail address lists for the purpose of encouraging or facilitating unsolicited commercial e-mail or spam; 1.9.12. post messages, run scripts or run software programs that consume excessive CPU time or storage space; 1.9.13. in any manner that might subject LP to unfavorable regulatory action, subject LP to any liability for any reason, or adversely affect LP’s public image, reputation or goodwill, including, without limitation, sending or distributing sexually explicit, hateful, vulgar, racially, ethnically or otherwise objectionable materials which may be considered offensive, abusive, indecent or obscene as determined by LP in its sole discretion; or 1.9.14. in any other manner to interrupt or interfere with the Internet usage of other persons.
1.10. expects that Clients will comply fully with all applicable laws concerning the privacy of online communications. Client’s or Client personnel or users’ failure to comply with those laws may violate this Policy.

2. Indemnification. Client agrees to defend, indemnify, and hold harmless LP and all LP Released Parties (defined below) from any claims arising from or losses, damages, expenses, and costs (including reasonable attorneys’ fees and court costs) suffered or incurred arising out of, relating to, or which are directly or indirectly caused by Client’s use of the Services or Materials, including: (a) any breach of this Policy, a Master Agreement or a Solutions Agreement; (b) any breach of any applicable open-source license; or (c) any claim asserted by a third party for infringement, violation of rights of publicity, violation of contractual or proprietary rights, or defamation. Client also agrees to defend, indemnify, and hold harmless LP against any liabilities arising from Client’s use of the Services for any unlawful purpose or in violation of any law or regulation. LP Released Parties means employees, officers, shareholders, agents, delegates, attorneys, accountants, contractors, successors, insurers, or assigns of LP.

3. Breach. Where LP reasonably suspects that there has been a breach of the provisions of this Policy, LP may: delete or amend the relevant hosted materials, suspend any or all of the Services; and suspend any or all the Client’s access to any or all Services or Materials while it investigates the matter. LP may determine, in its sole discretion, whether a breach of this Policy has occurred. Any such breach may be deemed by LP, in its sole discretion, to be a material breach of the Master Agreement.

4. LP’s Remedies on Breach. LP expressly reserves the right, at its discretion, to pursue any remedies for breach of this Policy that it believes are warranted which may include, but are not limited to, the issuance of written or verbal warnings, filtering, blocking, suspending, or terminating accounts, billing Client for administrative costs and/or reactivation charges or bringing legal action to enjoin violations and/or to collect damages, if any, caused by Client or Client’s personnel or Client’s users’ violations.

Policy now includes an updated naming convention for Learning Pool (LP) (was Remote Learner and RL). Changes also include simple formatting and editorial updates that have no legal implications.