Platform Guidelines
Unless otherwise agreed in a signed contract between Customer and Inkling, use of the Subscription Services shall at all times be in accordance with these Platform Guidelines; any Customer or User use of the Subscription Services indicates Customer and User’s acknowledgment and acceptance of these Platform Guidelines.
All capitalized terms not defined herein shall have the meanings assigned to them in the Defined Contract Terms for the Inkling platform.
(1) Each User will be assigned a unique user identification name and password (“User ID”) for access to and use of the Subscription Services. Customer is responsible for ensuring the security and confidentiality of all User IDs assigned to Customer and Customer’s Representatives. User IDs are intended for use by the designated Users only and cannot be shared. Customer agree to provide accurate, current and complete account and User information. As a part of the Subscription Service, certain Users will have the ability to create repositories of Content and, as a creator or administrator of a repository, authorize other Users to access or modify such Content. Inkling is not responsible for managing the list of Users who have access to such repositories or for any User actions taken with respect to such Content.
(2) Except for uses that are expressly permitted (for example, in the Documentation or in an Order Form), Customer will not, and will ensure that Customer’s Representatives do not: (i) make any portion of the Subscription Services available to anyone other than authorized Users; (ii) sell, resell, rent, lease, or otherwise distribute any portion of the Subscription Service; (iii) use the Subscription Services to send or store any personally-identifiable information or data regarding an individual (other than contact information consisting of first name, last name and email address for which Customer has obtained necessary rights of access and use from the individual), whether or not subject to legal or industry regulation; (iv) use the Subscription Services other than in accordance with the Documentation or in a manner that interferes with, unduly burdens, or disrupts the integrity, performance, or availability of the Subscription Service; (v) attempt to gain unauthorized access to the Subscription Services or Inkling’s or its third party suppliers’ related systems or networks; (vi) access any portion of the Subscription Services for the purpose of building a similar or competitive product or service, or monitor the Subscription Services for any benchmarking or competitive purpose; (vii) introduce, disseminate, or otherwise enable any viruses, Trojan horses, spyware, worms, malware, spam, or malicious code using the Subscription Service; (viii) “frame” or “mirror” any user interface included in the Subscription Service; (ix) copy, modify, translate, or create a derivative work of any Inkling Property; (x) reverse engineer, reverse assemble, disassemble, or decompile any software included in the Inkling Property, or otherwise attempt to discover any source code, except as otherwise permitted under applicable law; or (xi) alter or remove any copyright, trademark, patent, or other proprietary notice appearing in connection with the Subscription Services.
(3) Customer may use the Application Development Tools expressly identified in an Order Form solely for the development and use of Supported Applications during the applicable Subscription Term. Customer will use diligent efforts to ensure that the Supported Applications operate in accordance with the Documentation at all times, and will promptly correct any errors that cause the Supported Applications not to comply with such Documentation. Except as otherwise specified in an Order Form, Customer is solely responsible for providing support to all End Users. Authentication Keys must be restricted to use by Authorized Personnel only. Customer are solely responsible for maintaining the security of all Authentication Keys and for all activities that occur using any Authentication Key issued to Customer or Customer’s Representatives and must promptly notify Inkling of any unauthorized use. The Authentication Keys are the property of Inkling and may be revoked by Inkling upon the expiration or termination of Customer’s authorization to use the Subscription Services, or in connection with any permitted suspension of Customer’s right to use an Authorized API.
(4) Customer and its Representatives will not use the Services in violation of any law applicable to Customer or its Representatives. Customer is responsible for (i) the identification of any federal, state and local laws, regulations and statutes that specifically apply to Customer, its Representatives, or any deliverable requested by Customer on an Order Form, (ii) communicating these legal requirements to Inkling, and (iii) verifying that any such deliverable meets such legal requirements.
(5) Customer is not licensed to, and agrees that Customer will not, integrate or use any Application Development Tool with any Open Source Software or otherwise take any action that could require disclosure, distribution, or licensing of any software included in the Inkling Property in source code form, for the purpose of making derivative works, or at no charge.
(6) Customer acknowledges that use of the Subscription Services requires a high-speed Internet connection and that Content and other data submitted by Users to Inkling’s servers will be transmitted over the Internet and other various networks, including through content delivery networks to the geographic locations requested by Users. Inkling is not responsible for any data or Content that is delayed, lost, altered, intercepted or stored during the transmission of such data or content across networks not owned or operated by Inkling.
(7) Customer acknowledges that Customer has exclusive control and responsibility for determining what data Customer submits to the Subscription Services and for obtaining all necessary consents and permissions for submission of such data and processing instructions to Inkling. With respect to personal data Customer submits to the Subscription Service, Customer is considered the “data controller” and Inkling is considered the “data processor.” Notwithstanding the foregoing, Customer agrees not to submit personal data or other sensitive information (including government issued identification numbers, financial account information, payment card information, and personal health information) to Inkling, via the Subscription Services or otherwise.
(8) Inkling will process and investigate proper notices of alleged copyright or other intellectual property infringement related to material submitted by Customer or Customer’s Representatives to the Subscription Service, and will respond appropriately, following the guidelines of the Online Copyright Infringement Liability Limitation Act and other applicable intellectual property laws.
(9) Inkling reserves the right to monitor the use of the Subscription Services (including all Authorized APIs) for security and operational purposes. Inkling may immediately suspend individual Users’ access to the Subscriptions Services if (i) a User is engaged in, or Inkling reasonably believes, in good faith is engaged in, unauthorized conduct arising as a result of a violation of the terms of this Agreement, any applicable law or third party right; or (ii) any third party has, or Inkling in good faith suspects has, gained unauthorized access to any portion of the Subscription Services using any User ID, Authentication Key or other credential issued by Inkling to Customer or Customer’s Representatives.
(10) Inkling may provide all business and product-related communications, notices, statements, and other communications arising in connection with Customer’s use of the Subscription Services (other than legal notices of termination, material breach, force majeure, or indemnification actions) to Customer and Customer’s Representatives through either e-mail, posting on the Subscription Services or other electronic transmission. In addition, Inkling may rely and act on all information and instructions provided to Inkling by Users.
(11) The Subscription Services may now or in the future contain features designed to interoperate with certain Third Party Products used by Customer but not provided by Inkling, such as a learning management system or customer relationship management system. Inkling will not provide credentials or licenses to such Third Party Products that are not provided as part of the Subscription Services, so Customer is solely responsible for obtaining and maintaining all rights, licenses, and credentials necessary to use such Third Party Products. In addition, Customer is solely responsible for installing, operating, updating, or otherwise maintaining the operation of such Third Party Products used by Customer. To the maximum extent permitted by applicable law, Inkling does not provide any warranties, guaranties or indemnification regarding any Third Party Products or their providers, whether or not such products or services are designated by Inkling as “certified,” “validated” or otherwise. Inkling does not have any responsibility or liability for any exchange of data or other interaction occurring directly between Customer or its Representatives and any provider of a Third Party Product. If the availability of all or a portion of the Subscription Services depends on the corresponding availability of Third Party Products, Inkling will not be liable to Customer if changes in Third Party Products cause the unavailability of all or a portion of the Subscription Services. Further, if the provider of any such Third Party Product makes the Third Party Product unavailable for interoperation with the corresponding Subscription Services features, Inkling may cease providing such Subscription Services features without entitling Customer to any refund, credit, or other compensation.
(12) Inkling may use data concerning Customer’s use and Customer’s Representatives’ use of the Subscription Services in an aggregated and anonymous manner, including but not limited to compiling statistical and performance information related to the provision and operation of the Subscription Services so that Customer may improve or optimize the Subscription Services. Customer agrees that Inkling may make such information publicly available, provided that (i) such information does not incorporate any of Customer’s Content or personally identifiable information of Customer or any of Customer’s Representatives and (ii) such use does not identify Customer or Customer’s Representatives either directly or indirectly. Inkling retains all intellectual property rights in such usage information.
(13) By submitting to Inkling any unsolicited suggestions, enhancement requests, comments, feedback or other input relating to the Services (“Feedback”), Customer and/or Customer’s Representatives (as applicable) grant to Inkling a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate such Feedback into the Services in any manner.
(14) The Subscription Service, all Platform Improvements, and related technical data and services (collectively, “Controlled Technology”) may be subject to the import and export laws of the United States, specifically the U.S. Export Administration Regulations (EAR), and the laws of any country where Controlled Technology is imported or re-exported. Customer agrees to comply with all applicable export and re-export control laws and regulations and will not export or re-export any Controlled Technology in contravention to U.S. law, nor to any prohibited country, entity, or person for which an export license or other governmental approval is required. All Controlled Technology is generally prohibited for export or re-export to Cuba, North Korea, Iran, Syria, Sudan, and any other country subject to relevant trade sanctions.