iN2L offers individualized computer systems that empower individuals to connect, engage, and enjoy life, each system known as an iN2L system (the “iN2L System”).
The iN2L System provides end users (“Users”) with the ability to access and use computer software from iN2L and other third parties (“Software”); information, data, and content from iN2L and other third parties (“Content”); and third party hardware (“Hardware”); as well as additional resources, enhancements, functionality, support, maintenance, training and other services described on the iN2L System (“Services”) (collectively, the Software, Content, Hardware, and Services are treated as part of the “iN2L System” for purposes of this Agreement).
Unless You have entered into a separate written agreement with iN2L regarding the iN2L System, this Agreement is the complete and exclusive agreement between You and iN2L regarding Your access to and use of the iN2L System.
PLEASE CAREFULLY READ THIS AGREEMENT. BY ACCESSING OR USING THE IN2L SYSTEM, OR BY CLICKING A BOX THAT STATES THAT YOU ACCEPT OR AGREE TO THESE TERMS, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THIS AGREEMENT.
IF YOU DO NOT AGREE TO THIS AGREEMENT, OR DO NOT MEET THE QUALIFICATIONS INCLUDED IN THIS AGREEMENT, IN2L IS NOT WILLING TO PROVIDE YOU WITH ACCESS TO OR USE OF THE IN2L SYSTEM AND YOU MUST NOT ACCESS OR USE THE IN2L SYSTEM. IF YOU ACCESS OR USE THE IN2L SYSTEM, YOU ACKNOWLEDGE THAT YOU MEET THE QUALIFICATIONS INCLUDED IN THIS AGREEMENT AND AGREE TO BE BOUND BY THIS AGREEMENT.
1. DEFINITIONS. Terms used in this Agreement have the definitions given in this Agreement or, if not defined in this Agreement, have their plain English meaning as commonly interpreted in the United States.
2. TERM. This Agreement is entered into as of the earlier of the date You first access or use the iN2L System (the “Effective Date”) and will continue until terminated as set forth herein.
3. MODIFICATIONS. This Agreement may be amended at any time by iN2L from time to time without specific notice to You. The latest Agreement will be made available when You access or use the iN2L System, and You should review this Agreement prior to accessing or using the iN2L System. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED ACCESS AND USE OF THE IN2L SYSTEM FOLLOWING OUR POSTING OF AN AMENDED AGREEMENT OR PROVIDING YOU NOTICE OF A MODIFICATION WILL CONSTITUTE BINDING ACCEPTANCE.
4. ELIGIBILITY. The iN2L System is intended for use by individuals 18 years of age and older. If You are a parent, grandparent, or guardian of a child under 18, but older than 13 years of age, then You may allow Your child to access the iN2L System only through Your Account (as defined below) under Your direct supervision. You will not allow Your child to access the iN2L System other than through Your Account under Your direct supervision and You will be solely responsible for all access to and use of the iN2L System by Your child through Your Account. If You are a parent, grandparent, or guardian entering this Agreement for the benefit of a child age 13 or older but under 18, then You agree You will be solely responsible for all access to and use of the iN2L System.
5.1 Users. You may be permitted to access certain Software, Content, and Services without establishing a user account on the iN2L System, provided that You have agreed to this Agreement. However, access to and use of certain Software, Content, and Services on the iN2L System, may require You to establish a user account (“Account”) and create a profile on with iN2L (“Profile”). Approval of Your request to establish an Account will be at the sole discretion of iN2L. You may authorize designated Users to access and use the iN2L on Your behalf through Your Account by creating a separate Profile for such Users (You and each such User, as applicable, a “User” of Your Account). If You are an individual, then You may access and use the iN2L System through Your Account as the sole User of Your Account. Each user identification and password for Your Account (each, “Account ID”) is personal in nature and may be used only by You or, as applicable, the User to whom the Account ID is issued.
5.2 Registration Information. In connection with establishing an Account, You will be asked to submit certain information about Yourself (“Registration Information”) and, as applicable, Your association with the purchaser of the iN2L System. You agree that: (a) all such Registration Information You provide will be accurate, complete, and current; (b) You will maintain and promptly update all such Registration Information to keep it accurate, complete, and current; and (c) You will not provide any Registration Information belonging to another person with the intent to impersonate that person. Before posting any Profiles of Users associated with Your Account, You are responsible for obtaining any and all authorizations required by federal or state law to authorize the sharing of their Registration Information, including their personal information, on the iN2L System. iN2L is not liable for any invasion of privacy or other claim that may be asserted by Users of Your Account as a result of Your posting of Registration Information regarding Users of Your Account on the iN2L System and the subsequent sharing of that information with other Users. By providing Registration Information, You authorize iN2L to disclose such information to the purchaser of the iN2L System.
5.3 Responsibilities. You are solely responsible for all access to and use of Your Account (whether authorized or unauthorized), including all Software, Content, and Services accessed through Your Account. iN2L may deem any actions taken through Your Account to have been authorized by You. You are responsible for compliance, and the compliance any other Users of Your Account, with this Agreement. You will ensure the security and confidentiality of each Account ID and will notify iN2L immediately if any Account ID is lost, stolen, or otherwise compromised. You acknowledge that You are fully responsible for all costs, fees, liabilities or damages incurred, and material transferred, stored, modified, or shared through the use of each Account ID (whether lawful or unlawful). You acknowledge that any transactions completed through Your Account will be deemed to have been lawfully completed by You. In no event will iN2L be liable for the foregoing obligations or the failure by You to fulfill such obligations.
5.4 Account Authority. If You are the purchaser of the iN2L System, then the individual who establishes Your Account (the “Account Authority”) will have control over Your Account. If You are an individual who has purchased an iN2L System directly from iN2L, then You will be the Account Authority for Your Account, unless You designate a different Account Authority as specified below. iN2L may deem the Account Authority to have full authority for all decisions relating to Your Account, including: (a) addition or removal of Users; (b) permissions to access Your Account; (c) disputes regarding Your Account; (d) notices and other communications relating to Your Account; and (e) any other decisions that may be required regarding Your Account. There must be one and only one Account Authority for each Account at all times. The initial Account Authority must be designated in the initial request to establish an Account. If an initial Account Authority is not designated, the individual requesting to establish an Account shall be deemed the initial Account Authority for that Account. The Account Authority may be changed: (i) by an email sent to iN2L from the registered email address of the current Account Authority; (ii) by bona fide legal written notice provided to iN2L; or (iii) as separately set forth by iN2L. It is Your responsibility to properly designate a new Account Authority whenever appropriate. In the event of a dispute where multiple persons claim to be the rightful Account Authority, iN2L reserves the right, at its sole discretion, to suspend all access to Your Account until an Account Authority is properly designated to iN2L’s sole satisfaction; or terminate Your Account.
6.1 To the iN2L System. Subject to Your compliance with this Agreement, iN2L will permit You to access and use the iN2L System solely for personal, non-commercial, and lawful purposes in accordance with the terms of this Agreement. You are solely responsible for obtaining and maintaining all equipment, facilities, and connectivity required to access or use the iN2L System, in each case as necessary to meet Your operational and business requirements based on Your particular circumstances.
6.2 To the Hardware. Subject to Your compliance with this Agreement and any other terms and conditions accompanying the Hardware, iN2L will permit You to maintain and operate the Hardware solely for the purpose of using and accessing the Software and Content provided by iN2L. All use of the Hardware will be in accordance with any documentation for the Hardware provided by iN2L. Except as set forth in this Agreement, You are granted no licenses or rights in or to any Hardware, or any IPR (as defined below) therein or related thereto.
6.3 To the Software. Subject to Your compliance with this Agreement and any other terms and conditions accompanying the Software, You will be provided with access to a variety of Software through the iN2L System solely for Your own personal purposes in connection with Your use of the iN2L System. Unless otherwise noted on the iN2L System, all Software available through the iN2L System is owned by iN2L (“iN2L Software”). All iN2L Software is provided for informational purposes only and You are solely responsible for verifying the accuracy, completeness, and applicability of all iN2L Software and for Your use of any iN2L Software. You will not, and will not permit any third party to: (a) alter, modify, reproduce, or create derivative works of any iN2L Software; (b) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any iN2L Software; (c) alter, obscure, or remove any copyright, trademark, or any other notices that are provided on or in connection with any iN2L Software; or (d) use, import, load, or transmit any Software with any hardware that is not authorized by iN2L. All use of the iN2L Software will be in accordance with any documentation for the iN2L Software provided by iN2L. The iN2L System may provide You with the choice to access Software developed, provided, or maintained by other third-party providers (“Third-Party Software”). In addition to the terms of this Agreement, Your access to and use of any Third-Party Software is also subject to any other agreement You may agree to before being given access to the Third-Party Software (each, a “Third-Party Software Agreement”). The terms of any Third-Party Software Agreement (which may include payment of additional fees) will apply to the applicable Third-Party Software provided under that Third-Party Software Agreement in addition to the terms of this Agreement but will not apply to any other Software You may access through iN2L System. Except as may be set forth in a separate agreement with iN2L, iN2L is under no obligation to provide to You with any support, maintenance, or training relating to the Software. Notwithstanding the foregoing, should iN2L elect to provide You with any support, maintenance, or training for the Software, such support, maintenance, or training will be pursuant to iN2L’s then-current terms for support, maintenance, or training, as applicable. Any updates, upgrades, new versions, or new releases of or to the Software provided by iN2L will be treated as part of the “Software” for purposes of this Agreement. Except as set forth in this Agreement, You are granted no licenses or rights in or to any Software, or any IPR (as defined below) therein or related thereto.
6.4 To the Content. Subject to Your compliance with this Agreement and any other terms and conditions accompanying the iN2L Content, You will be provided with access to a variety of Content through the iN2L System solely for Your own personal purposes in connection with Your use of the iN2L System. Unless otherwise noted on the iN2L System, all Content available through the iN2L System is owned by iN2L (“iN2L Content”). All iN2L Content is provided for informational purposes only and You are solely responsible for verifying the accuracy, completeness, and applicability of all iN2L Content and for Your use of any iN2L Content. You will not, and will not permit any third party to: (a) alter, modify, reproduce, or create derivative works of any iN2L Content; (b) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any iN2L Content; (c) alter, obscure, or remove any copyright, trademark, or any other notices that are provided on or in connection with any iN2L Content; or (d) use, import, load, or transmit any Content with any hardware that is not authorized by iN2L. Certain Content may include or be based on data, information or content from other third-party Content providers (“Third-Party Content”). In addition to the terms of this Agreement, Your access to and use of any Third-Party Content is also subject to any other agreement You may agree to before being given access to the Third-Party Content (each, a “Third-Party Content Agreement”). The terms of any Third-Party Content Agreement (which may include payment of additional fees) will apply to the applicable Third-Party Content provided under that Third-Party Content Agreement in addition to the terms of this Agreement but will not apply to any other Content You may access through iN2L System. iN2L has not verified the accuracy of, and will not be responsible for any errors or omissions in, any Third-Party Content provided through the iN2L System. Without limiting the foregoing, iN2L will not be held liable to You or any other third party for any Content, including Third-Party Content or Your Content (as defined below) under a Federal Law the Communications Decency Act or CDA, 47 U.S.C. § 230. Except as set forth in this Agreement, You are granted no licenses or rights in or to any Content, or any IPR (as defined below) therein or related thereto.
6.5 To Other Users. The iN2L System may allow You to link, connect, or otherwise communicate with other Users through the iN2L System. By linking, connecting, or communicating with other Users, You are agreeing to allow those Users to communicate directly with You through the iN2L System. You agree that You are solely responsible for all communications between You and any other User through the iN2L System. Your extension or acceptance of a link, connection, or other communication with another User will serve as Your affirmative “opt in” to the disclosure by iN2L of Your Content (as defined below) (which may include Your personal information) to that other User.
8. PURCHASES. In addition to any Software, Content, or Services available for no charge through the iN2L System, You may be offered the opportunity to purchase, subscribe to, or otherwise obtain access to Software, Content, or Services, or other products or services through the iN2L System for an additional fee. Any purchase or subscription will be subject to any terms and conditions displayed in connection with the purchase or subscription in addition to the terms of this Agreement. Unless otherwise indicated on the iN2L System, purchases or subscriptions made by You through the iN2L System cannot be exchanged and any fees or charges in connection with those purchases or subscriptions are non-refundable. All information that You provide in connection with a purchase or other transaction through the iN2L System will be accurate complete and current. You authorize iN2L (or a company chosen to act on behalf of iN2L) to charge the credit card, debit card, mobile services account, or other payment method provided in connection with any transaction made through Your Account on the iN2L System and agree to honor all charges incurred in connection with any such transaction.
9. TERMINATION. This Agreement may be terminated by either party at any time, in that party’s sole discretion, upon notice to the other party as permitted under this Agreement. Upon termination or expiration of this Agreement for any reason: (1) all rights and subscriptions granted to You under this Agreement will terminate; (2) You will immediately cease all use of and access to the iN2L System and all Software, Content, and Services (including, without limitation, all Content You obtained prior to termination); (3) You will immediately remove any Hardware You have installed prior to termination; and (4) iN2L may, in its sole discretion, delete Your Account and any of Your Content held by iN2L at any time. Sections 1 (Definitions); 8 (Purchases); 9 (Termination); 12 (Ownership); 13 (Representations and Warranties); 14 (No Warranties; Disclaimers); 15 (Indemnity); 16 (Limitation on Liability); 17 (Confidentiality); 18 (Equitable Relief); 19 (Data Privacy); 20 (Feedback); 22 (Disputes); 23 (Governing Law and Venue); 24 (Notices); 25 (Linked Sites); and 26 (Additional Terms) will survive any expiration or termination of this Agreement.
10. SUSPENSION. Without limiting iN2L’s right to terminate this Agreement, iN2L may also suspend Your access to Your Account and the iN2L System, Software, Content, or Services (including Your Content), with or without notice to You, upon any actual, threatened, or suspected breach of this Agreement or applicable law or upon any other conduct deemed by iN2L to be inappropriate or detrimental to the iN2L System, iN2L, or any other iN2L User or customer.
11. IN2L SYSTEM TECHNOLOGY. The iN2L System, and the Software, Content, Services, Hardware and other databases and technology used by or on behalf of iN2L to operate the iN2L System, and the structure, organization, and underlying data, information, and software code thereof (collectively, the “Technology”), constitute valuable trade secrets of iN2L and its third-party providers. You will not, and will not permit any third party to: (1) access or attempt to access the Technology except as expressly provided in this Agreement; (2) use the Technology in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Technology; (3) use automated scripts to collect information from or otherwise interact with the Technology; (4) alter, modify, reproduce, create derivative works of the Technology; (5) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any of Your rights to access or use the Technology or otherwise make the Technology available to any third party; (6) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Technology; (7) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Technology; (8) monitor the availability, performance, or functionality of the Technology; (9) interfere with the operation or hosting of the Technology; or (10) alter, obscure, or remove any copyright, trademark, or any other notices that are provided on or in connection with the Technology.
12. OWNERSHIP. iN2L and its third-party providers retain all right, title and interest, including, without limitation, all IPR (as defined below), in and to the Technology and any additions, improvements, updates and modifications thereto. You receive no ownership interest in or to the Technology and You are not granted any right or license to use the Technology itself, apart from Your ability to access and use the iN2L System under this Agreement. The iN2L name, logo, and all product and service names associated with the iN2L System are trademarks of iN2L and its third-party providers and You are granted no right or license to use them. For purposes of this Agreement, “IPR” means all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information or intangible property throughout the world, including, without limitation, any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights.
13. REPRESENTATIONS AND WARRANTIES.
13.1 Mutual. Each party hereby represents and warrants to the other party that: (a) it has the legal right and authority to enter into this Agreement; (b) this Agreement forms a binding legal obligation on behalf of such party; and (c) it has the legal right and authority to perform its obligations under this Agreement and to grant the rights and licenses described in this Agreement.
13.2 Compliance With Laws. You acknowledge that the iN2L System is a computer system for normal personal use and is not specifically designed to facilitate compliance with any specific law, rule, or regulation. Your use of the iN2L System in compliance with any specific law, rule, or regulation applicable to You, or to Your Content, is Your sole responsibility. iN2L is not responsible for enabling Your compliance with any such law, rule, or regulation or for Your failure to comply. You represent and warrant to iN2L that Your use of and access to the iN2L System, including, without limitation, Your Content, will comply with all applicable laws, rules, and regulations and will not cause iN2L itself to violate any applicable laws, rules, and regulations.
14. NO WARRANTIES; DISCLAIMER. EXCEPT AS PROVIDED HEREIN, THE IN2L SYSTEM IS PROVIDED “AS IS” AND “AS AVAILABLE.” IN2L AND ITS THIRD-PARTY PROVIDERS DO NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, ADEQUACY, OR CURRENCY OF ANY SOFTWARE, CONTENT, OR SERVICES AND DO NOT ENDORSE THE VIEWS OR OPINIONS THAT MAY BE EXPRESSED IN THE SOFTWARE, CONTENT, OR SERVICES PROVIDED THROUGH THE IN2L SYSTEM. IN2L AND ITS THIRD-PARTY PROVIDERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE IN2L SYSTEM AND ANY OTHER SUBJECT MATTER OF THIS AGREEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, OR NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY IN2L, ITS EMPLOYEES, OR THIRD-PARTY PROVIDERS WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO, THE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT. YOU EXPRESSLY AGREE THAT YOUR ACCESS AND USE OF THE IN2L SYSTEM IS AT YOUR SOLE RISK.
15. INDEMNITY. You hereby agree to indemnify, defend, and hold harmless iN2L and its third-party providers, officers, directors, shareholders, affiliates, employees, agents, contractors, assigns, customers, providers, licensees, and successors in interest (“Indemnified Parties”) from any and all claims, losses, liabilities, damages, fees, expenses and costs (including attorneys’ fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation against any Indemnified Party arising in any manner from: (1) Your access to or use of the iN2L System, Software, Content, Hardware, or Services; (2) Your Content or other data, information, or Content that You access or provide through the iN2L System; (3) Your violation of any third party right, including any infringement or misappropriation of any third-party’s IPR or privacy right; and (4) Your breach of any representation, warranty, or other provision of this Agreement. iN2L will provide You with notice of any such claim or allegation, and iN2L will have the right to participate in the defense of any such claim at its expense.
16. LIMITATION ON LIABILITY. IN2L, AND ITS THIRD-PARTY PROVIDERS, WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN CONNECTION WITH OR OUT OF THE ACCESS OR USE OF THE IN2L SYSTEM, EVEN IF IN2L HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF YOUR CONTENT, OPPORTUNITY, REVENUES OR PROFITS, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. IN2L’S, AND ITS THIRD-PARTY PROVIDERS’, TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND THE IN2L SYSTEM PROVIDED UNDER THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED $100 OR, IN THE CASE OF ANY PURCHASES YOU MAKE THROUGH THE IN2L SYSTEM, THE AMOUNTS PAID BY YOU TO IN2L FOR THOSE PURCHASES IN THE 6 MONTH PERIOD PRECEDING THE EVENTS GIVING RISE TO ANY LIABILITY. YOU AGREE THAT IN2L WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, IN2L’S, AND ITS THIRD-PARTY PROVIDERS’, LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
17. CONFIDENTIALITY. For purposes of this Agreement, “Confidential Information” means the Software, Content, and all documentation and materials relating to the iN2L System, regardless of the form thereof, including all copies and extracts thereof. You will not disclose Confidential Information to any third party without iN2L’s prior written consent. You may disclose the Confidential Information only to those individuals who have a need to know the Confidential Information for purposes of Your valid use of the Software or Content as permitted under this Agreement, or authorized by iN2L in writing, and who are bound by an obligation of confidentiality at least as protective of the Confidential Information as the terms of this Agreement. You will treat all Confidential Information with the same degree of care as You treat Your own confidential information which, in no event, will be less than reasonable care. You will not utilize the Confidential Information other than as expressly permitted in this Agreement.
18. EQUITABLE RELIEF. You acknowledge and agree that due to the unique nature of Confidential Information, there can be no adequate remedy at law for any breach of the obligations hereunder, that any such breach may allow You or third parties to unfairly compete with iN2L resulting in irreparable harm to iN2L, and therefore, that upon any such breach of this Agreement or threat thereof, iN2L will not oppose any attempt by iN2L to obtain, in addition to whatever remedies it may have at law, an injunction or other appropriate equitable relief without making any additional showing of irreparable harm (and agrees to support the waiver of any requirement that iN2L be required to post a bond prior to the issuance of any such injunction or other appropriate equitable relief).
20. FEEDBACK. If You provide iN2L any feedback or suggestions regarding the iN2L System (“Feedback”), You herby assign to iN2L all rights in the Feedback and agree that iN2L shall have the right to use such Feedback in any lawful manner it deems appropriate without a duty of accounting to You.
21. CLAIMS OF INFRINGEMENT. iN2L respects Your copyrights and other intellectual property rights and those of third parties. If You believe in good faith that Your copyrighted work has been reproduced on the iN2L System without Your authorization in a way that constitutes copyright infringement, You may notify our designated copyright agent by mail to:
It’s Never 2 Late, LLC
Attention: iN2L Copyright Infringement Agent
5889 Greenwood Plaza Blvd.
Greenwood Village, CO 80111
Please provide the following information to iN2L’s Copyright Infringement Agent: (1) the identity of the infringed work, and of the allegedly infringing work; (2) Your name, address, daytime phone number, and email address, if available; (3) a statement that You have a good-faith belief that the use of the copyrighted work is not authorized by the owner, his or her agent, or the law; (4) a statement that the information in the notification is accurate and, under penalty of perjury, that You are authorized to act on behalf of the owner; and (5) Your electronic or physical signature.
22. DISPUTES. Except as otherwise provided below, the parties will attempt to resolve all disputes, controversies, or claims arising under, out of, or relating to this Agreement, including the formation, validity, binding effect, interpretation, performance, breach or termination, of this Agreement and the arbitrability of the issues submitted to arbitration hereunder and non-contractual claims relating to this Agreement (each, a “Dispute”), in accordance with the procedures set forth in this Section. If any Dispute cannot be resolved through negotiations between the parties within 5 days of notice from one party to the other of the Dispute, such Dispute will be finally settled through binding arbitration under the arbitration of the American Arbitration Association (“AAA”) then in effect (the “Rules”). Either party may commence the arbitration by delivering a request for arbitration as specified in the Rules. The arbitration will be conducted before a sole neutral arbitrator selected by agreement of the parties. If the parties cannot agree on the appointment of a single arbitrator within 30 days (the “Initial Period”) after either party to this Agreement delivers a request for arbitration, a neutral arbitrator will be selected as provided in the Rules. The arbitration will be conducted exclusively in the English language at a site in Denver, Colorado U.S.A. The award of the arbitrator will be the exclusive remedy of the parties for all claims, counterclaims, issues or accountings presented or plead to the arbitrator. The award of the arbitrators will require payment of the costs, fees and expenses incurred by the prevailing party in any such arbitration by the non-prevailing party. Judgment upon the award may be entered in any court or governmental body having jurisdiction thereof. Any additional costs, fees or expenses incurred in enforcing the award may be charged against the party that resists its enforcement.
23. GOVERNING LAW AND VENUE. The interpretation of the rights and obligations of the parties under this Agreement, including, to the extent applicable, any negotiations, arbitrations or other proceedings hereunder, will be governed in all respects exclusively by the laws of the State of Colorado, U.S.A. as such laws apply to contracts between Colorado residents performed entirely within Colorado without regard to the conflict of laws provisions thereof. Subject to Section 22 (Disputes), each party shall bring any action or proceeding arising from or relating to this Agreement exclusively in a federal or state court in Denver, Colorado, U.S.A., and each party irrevocably submits to the personal jurisdiction and venue of any such courts in any such action or proceeding brought in such courts.
24. NOTICES. Unless otherwise specified in this Agreement, any notices required or allowed under this Agreement will be provided to iN2L by postal mail to the address for iN2L listed above or on the iN2L System. iN2L may provide You with any notices required or allowed under this Agreement by sending You an email to any email address You provide to iN2L in connection with Your Account, provided that in the case of any notice applicable both to You and other Users of the iN2L System, iN2L may instead provide such notice by posting on the iN2L System. Notices provided to iN2L will be deemed given when actually received by iN2L. Notice provided to You will be deemed given 24 hours after posting to the iN2L System or sending via e-mail, unless (as to e-mail) the sending party is notified that the e-mail address is invalid.
25. LINKED SITES. The iN2L System may contain links to third-party sites, which contain content at such sites, that are not under the control of iN2L. If You access a third-party site or content from the iN2L System, then You do so at Your own risk and iN2L is not responsible for any such site or content on any linked site. If the iN2L System links to any third-party site or content, it is not an indication of an endorsement, authorization, or sponsorship to such third-party site or content.
26. ADDITIONAL TERMS. Unless otherwise amended as provided herein, this Agreement will exclusively govern Your access to and use of the iN2L System, and is the complete and exclusive understanding and agreement between the parties, and supersedes any oral or written proposal, agreement or other communication between the parties, regarding Your access to and use of the iN2L System. Except as expressly set forth in this Agreement, this Agreement may be amended or modified only by a writing signed by both parties. All waivers by iN2L under this Agreement must be in writing or later acknowledged by iN2L in writing. Any waiver or failure by iN2L to enforce any provision of this Agreement on one occasion will not be deemed a waiver by iN2L of any other provision or of such provision on any other occasion. If any provision of this Agreement is held to be unenforceable, that provision will be removed to the extent necessary to comply with the law, replaced by a provision that most closely approximates the original intent and economic effect of the original, and the remaining provisions will remain in full force. Neither this Agreement nor any rights or obligations of You hereunder may be assigned or transferred by You (in whole or in part and including by sale, merger, consolidation, or other operation of law) without the prior written approval of iN2L. Any assignment in violation of the foregoing will be null and void. iN2L may assign this Agreement to any party that assumes iN2L’s obligations hereunder. The parties hereto are independent parties, not agents, employees or employers of the other or joint venturers, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other. iN2L may reference You as a User of the iN2L System and use Your name and logo, as applicable, in listings of Users of the iN2L System appearing on iN2L’s website and for other marketing and promotional purposes relating to the iN2L System.