Populi Acceptable Use Policy For All Populi Users
Date of Last Revision: April 1, 2013
Welcome to Populi! We, Populi, Inc., (“Populi”) provide our college management system and related services through our website located at www.populi.co (our “Site”) and our mobile device application (“App”). We also make our system and related services available through our customers’ websites (“Customer Sites”). Please read this Acceptable Use Policy (the “AUP”) carefully because it governs your use of our Services. To make this AUP easier to read, our Site, App and services are collectively called the “Services”.
“Plain-language” summaries (“This means that…” sections) are provided for your convenience and are not legally binding. Make sure you read this Acceptable Use Policy for the complete terms of your relationship to Populi.
Section 1: About this AUP
This means that…
By using Populi, you agree to the terms described in this Authorized Use Policy. Sometimes we’ll update Populi, and this AUP covers those updates, too. We may also need to update this AUP, and we’ll let you know when we do.
This AUP applies to all users of the Services, including our Customers and their Authorized Users.
“Customers” are our education institution customers which have engaged Populi to provide the Services.
Use of our Services by our Customers’ Authorized Users is governed by our Acceptable Use Policy. A Customer’s “Authorized Users” are persons who have been granted access by the Customer to access and use the Services via a unique login (a username and password). Authorized Users include:
- Employees and consultants (including teachers and administrators)
- Prospective, enrolled, and former students
- Any other users of the Customer Site who have been granted user access by the Customer
1.2 Agreement to this AUP
By using the Services, you agree to be bound by this AUP. If you don’t agree to this AUP, do not use the Services. If you are accessing and using the Services on behalf of a company or education institution (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to this AUP. In that case, “you” and “your” will refer to that company or other legal entity.
1.3 Changes to AUP or Services
We may modify this AUP at any time, in our sole discretion. If we do so, we’ll let you know either by posting the modified AUP on the Site or other communications. It’s important that you review the modified AUP because if you continue to use the Services after we’ve let you know that the AUP has been modified, you are indicating to us that you agree to be bound by the modified AUP. If you don’t agree to be bound by the modified AUP then you may no longer use the Services. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
Section 2: User Account Setup
This means that…
To use Populi, you’ll need a user account. User accounts are created and managed by your school’s staff. You’ll need an email address that’s not directly connected to Populi so we can send you messages about your user account.
In order to use certain features of the Services, you will need a user account (“User Account”). Customers are responsible for creating, maintaining, blocking, suspending, and revoking all User Accounts at their respective Customer Sites.
You agree that you won’t disclose your User Account password to anyone and you’ll notify us immediately of any unauthorized use of your User Account.
All users must maintain a “third-party email address” to which we can send notifications related to the Services. A third-party email address is any email address that is not directly accessed through the Services and is not dependent on the Services to authenticate the user. For example, a Google Apps email address created through the Services is not a third-party email address.
This means that…
Authorized Users should be aware that we will collect or maintain on behalf of each of our Customers certain personally identifiable information (including education records) about or related to such Customer’s Authorized Users (collectively “Authorized User Data”). We will use the Authorized User Data only to provide the Services to the applicable Customer.
Section 4: Content and Content Rights
This means that…
You use Populi to, among other things, upload, store, share, and view Content—which includes everything from your contact info to files you upload to billing information… basically, anything you enter in Populi. We make no claims of any kind to your Content, but you give us the right to make that Content useful to you and others at your school.
For purposes of this AUP:
“Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are uploaded to, or made available through, the Services.
“User Content” means any Content that you upload to, or make available through, the Services (including your Authorized User Data).
Content includes without limitation your User Content.
4.1 Content Ownership, Responsibility, and Removal
Populi does not claim any ownership rights in your User Content and nothing in this AUP will be deemed to restrict any rights that you may have to use and exploit your User Content. Subject to the foregoing, Populi and its licensors exclusively own all right, title and interest in and to the Services and Content (excluding your User Content), including all associated intellectual property rights. You acknowledge that the Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content.
You are solely responsible for your User Content. You represent and warrant that you own all your User Content or you have all rights that are necessary to grant us the license rights in your User Content under this AUP. You also represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by Populi on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
You understand that you are providing your User Content (including Authorized User Data) to us for the benefit of the specific Customer where you are currently or were formerly employed, engaged, enrolled, or applying to be enrolled. As such you agree that:
- Such Customer may delete your User Content at its discretion
- You cannot delete your User Content via the Services
- You must direct all requests for deletion of your User Content to the specific Customer which operates the Customer Site through which you accessed the Services
4.2 Rights in User Content Granted by You
You hereby grant to Populi a non-exclusive, transferable, sublicenseable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, distribute, publicly display, publicly perform and distribute your User Content in connection with operating and providing the Services and Content to you and to the Customer where you are or were employed, engaged, enrolled, or applying to be enrolled.
Bookstore and Library Content: Without limiting the foregoing, if you are a Customer, by uploading Content to the “Bookstore” or "Library" sections of your Customer Site (“Bookstore and Library Content”), you acknowledge that other users who are not your Authorized Users will be able to view such Bookstore and Library Content via the “Bookstore” or "Library" sections of your Customer Site, and you, as contemplated above, hereby grant to Populi a non-exclusive, transferable, sublicenseable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, distribute, publicly display, publicly perform and distribute such Bookstore and Library Content in connection with operating and providing the “Bookstore” and "Library" sections of your Customer Site.
4.3 Rights in User Content Granted by Populi
Subject to this AUP, Populi grants you a limited, non-exclusive, non-transferable license to access and view Content solely in connection with your use of the Services. You agree not to use, copy, modify, prepare derivative works based on, distribute copies of, publicly perform, publicly display or otherwise exploit the Content except as set forth herein.
Section 5: Populi Community Guidelines & Populi’s Enforcement Rights
This means that…
When using Populi, please be respectful of other users, individuals, copyright holders, your school, and Populi. And don’t even think about trying to hack or otherwise mess with the software. If you violate these community guidelines, we have the right to cancel your user account.
We ask that each Populi user respect our community of users and our desire for such users to feel safe when using the Services, including any Content. Accordingly, you agree that you’ll only use the Services in a manner that is consistent with this AUP (including our Community Guidelines below). If you use the Services in a manner that is inconsistent with this AUP, we might have to suspend or terminate your user account.
Although we are not obligated to monitor access to or use of the Services or Content or to review or edit any Content, we have the right to do so for the purpose of operating the Services, to ensure compliance with this AUP, or to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or in violation of this AUP. We have the right to investigate violations of this AUP or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
5.1 Community Guidelines
You agree not to do any of the following:
A) Post, upload, publish, submit or transmit any Content that:
- (i) Infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy
- (ii) Violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability
- (iii) Is fraudulent, false, misleading or deceptive
- (iv) Is defamatory, obscene, pornographic, vulgar or offensive
- (v) Promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group
- (vi) Is violent or threatening or promotes violence or actions that are threatening to any person or entity
- (vii) Promotes illegal or harmful activities or substances
B) Use, display, mirror, or frame the Site, or any individual element within the Services (including the Customer Site), Populi’s name, any Populi trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Populi’s express written consent.
C) Access, tamper with, or use non-public areas of the Services, Populi’s computer systems, or the technical delivery systems of Populi’s providers.
D) Attempt to probe, scan, or test the vulnerability of any Populi system or network or breach any security or authentication measures.
E) Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Populi, any of Populi’s providers, or any other third party (including another user) to protect the Services or Content.
F) Attempt to access or search the Services or Content or download Content from the Services through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, data mining tools, or the like) other than the software and/or search agents provided by Populi or Customer or other generally available third party web browsers.
G) Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters, or other form of solicitation.
H) Use any meta tags or other hidden text or metadata utilizing a Populi trademark, logo URL or product name without Populi’s express written consent.
I) Use the Services or Content for any commercial purpose or the benefit of any third party or in any manner not permitted by this AUP.
J) Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services or Content to send altered, deceptive, or false source-identifying information.
K) Attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Services or Content.
L) Interfere with, or attempt to interfere with, the access of any user, host, or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services.
M) Collect or store any personally identifiable information from the Services from other users of the Services without their express permission.
N) Impersonate or misrepresent your affiliation with any person or entity.
O) Violate any applicable law or regulation.
P) Encourage or enable any other individual to do any of the foregoing.
5.2 DMCA/Copyright Policy
Populi respects copyright law and expects its users to do the same. It is Populi’s policy to terminate, in appropriate circumstances, Account holders who repeatedly infringe the rights of copyright holders. Please see Populi’s Copyright Policy for further information.
Section 6: Links to Third Party Websites or Resources
This means that…
Populi might be used to link to other services or websites. We are not responsible for those other services or websites.
Populi may connect with certain optional third party services (“Optional Services”) that supplement, but do not form part of, the Services. In addition, the Services (including the App) may contain links to third-party websites or resources. We provide access to the Optional Services and these links only as a convenience and are not responsible for the content, products, or services on or available therefrom. You acknowledge sole responsibility for and assume all risk arising from your use of any Optional Services and any other third-party services, websites or resources.
Section 7: Cancellation and Termination
This means that…
If you want to cancel your user account, please contact your school. We may change or discontinue—we don’t intend to, but things happen—Populi, and we are not liable to anyone if we do so. If you cancel your account, it’s up to you to download your Content before you do so.
7.1 By You
If you want to cancel your User Account, you cannot do so via the Services and must instead direct all requests for cancellation of your User Account to the specific Customer which operates the Customer Site through which you accessed the Services.
7.2 By Us
We reserve the right to modify or discontinue, temporarily or permanently, the Services (or any part thereof) and refuse you any and all current and future use of the Services, including suspension or termination of your use of the Services for any reason. Any suspected fraudulent, abusive, or illegal activity may be grounds for termination of your use of Services and may be referred to appropriate law enforcement authorities. We will not be liable to you or any third party for any modification, suspension, or discontinuation of the Services.
7.3 What will Happen on Cancellation or Termination
Upon cancellation or termination, you will no longer be able to access or use the Services or any data or other Content stored or maintained through the Services.
7.4 Recovery of data
You are solely responsible for downloading your data, files, and other Content from the Services before cancellation or termination.
Section 8: Warranty Disclaimers
This means that…
Populi is what it is. It’s not something else, and you understand that. To use Populi, you’ll need things like a computer and internet connection—and those are entirely your responsibility. To get Populi from us to you, a bunch of third parties have to get involved, and we can’t vouch for how good a job they’ll do.
The Services and Content are provided “AS IS,” without warranty of any kind. Without limiting the foregoing, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Content.
You acknowledge that your use of the Services is dependent upon your access to third party hardware, software, and services, including communications and internet services, and that you are solely responsible for acquiring and maintaining access to all such third party hardware, software, and services required to access and use the Services (including all costs and taxes).
You understand that the processing and transmission of the Services, including your User Content, may be transferred unencrypted and involve:
- Transmission over various intermediary networks
- Various changes to conform and adapt to technical requirements of connecting networks or devices
- Transmission to our third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Services
We do not warrant, nor are we responsible for, the quality, integrity, security, and condition of any intermediary networks, devices, or services used to connect you with the infrastructure required to provide the Services.
Section 9: Limitation of Liability
This means that…
We are not liable to you for more than $100 if things go really wrong.
NEITHER POPULI NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT POPULI HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
IN NO EVENT WILL POPULI’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AUP OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT EXCEED ONE HUNDRED DOLLARS ($100). THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN POPULI AND YOU.
This means that…
If things really go south between you and us, you agree that the two of us will hash it out with an arbitrator and not in a court of law via civil litigation. Concerning the arbitration process, your and our respective rights, procedures, and so on are described below.
10.1 Governing Law
This AUP and any action related thereto will be governed by the laws of the State of Idaho without regard to its conflict of laws provisions.
10.2 Agreement to Arbitrate
You and Populi agree that any dispute, claim, or controversy arising out of or relating to this AUP or the breach, termination, enforcement, interpretation, or validity thereof or the use of the Services or Content (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right:
- (i) To bring an individual action in small claims court
- (ii) To seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (an “IP Protection Action”)
The exclusive jurisdiction and venue of any IP Protection Action will be the state and federal courts located in the District of Idaho and each of the parties hereto waives any objection to jurisdiction and venue in such courts. You acknowledge and agree that you and Populi are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Populi otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of this AUP.
10.3 Arbitration Rules
The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. The AAA Rules are also available by calling the AAA at 1-800-778-7879.The Federal Arbitration Act will govern the interpretation and enforcement of this Section.
10.4 Arbitration Process
A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration and a separate form for California residents.) The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
10.5 Arbitration Location and Procedure
Unless you and Populi otherwise agree, the arbitration will be conducted in Latah County, Idaho. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that you and Populi submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
10.6 Arbitrator’s Decision
The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. If Populi prevails in arbitration, we will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law.
10.7 Arbitration Fees
Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, Populi will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
Notwithstanding the provisions of the “Modification” section above, if Populi changes this “Dispute Resolution” section after the date you first accepted this AUP (or accepted any subsequent changes to this AUP), you may reject any such change by sending us written notice (see "Contact Information", below) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Populi’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Populi in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted this AUP (or accepted any subsequent changes to this AUP).
Section 11: General Terms
This means that…
This AUP defines our relationship. If either you or us differ on something, we’ll both appeal to this AUP to figure it out. You can’t give your rights and responsibilities described here to someone else without our permission, but we may transfer our obligations to another party if we need to (say, we sell the company).
This AUP constitutes the entire and exclusive understanding and agreement between Populi and you regarding the Services and Content, and this AUP supersedes and replaces any and all prior oral or written understandings or agreements between Populi and you regarding the Services and Content. Notwithstanding the foregoing, if you are accessing the Services on behalf of a company or education institution (such as your employer) or other legal entity, this AUP does not supersede or replace any other agreements in place between Populi and such company, education institution, or other legal entity. If for any reason a court of competent jurisdiction finds any provision of this AUP invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of this AUP will remain in full force and effect.
You may not assign or transfer this AUP, by operation of law or otherwise, without Populi’s prior written consent. Any attempt by you to assign or transfer this AUP, without such consent, will be null and of no effect. Populi may freely assign or transfer this AUP without restriction. Subject to the foregoing, this AUP will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications provided by Populi under this AUP, including those regarding modifications to this AUP, will be given:
- (i) Via email; For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted
- (ii) By posting to the Site and/or the Populi section of the Customer Site
Populi’s failure to enforce any right or provision of this AUP will not be considered a waiver of those rights. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Populi. Except as expressly set forth in this AUP, the exercise by either party of any of its remedies under this AUP will be without prejudice to its other remedies under this AUP or otherwise.
Section 12: Contact Information
If you have any questions about this AUP, please contact Populi at:
P.O. Box 9481
Moscow, ID 83843