SLIC TERMS AND CONDITIONS

Innovative Solutions Consortium (“ISC”), in collaboration with the Virginia Department of Education (“VDOE”) is co-sponsoring the Student-Led Ideation Challenge (the “Challenge”). In connection with the Challenge, ISC will make available certain services via the SLIC Platform, www.slic-solutions.com, the “Platform”. Below are the terms relating to the use of the Challenge-related services on the SLIC Platform (the “Services”). By using the Services, you are agreeing to these terms (“Agreement”). Other terms may apply with respect to the Platform as a whole. See IdeaScale, www.ideascale.com, for details.



General

ISC is making the Services available to U.S. educators, evaluators and judges participating in the Challenge (“End Users”) for use in connection with the Challenge only. Use by students or any other person less than 18 years of age is prohibited. The right to use the Services is personal to you and is not transferable to any other person or entity. You shall be responsible for protecting the confidentiality of your password(s) for the Services. You shall be responsible for the use of the Services by any other person using your password(s).



Changed Terms

ISC reserves the right at any time to change or discontinue any aspect or feature of the Services, including, but not limited to, content and hours of availability. ISC shall have the right at any time to change or modify the terms and conditions applicable to your use of the Services or the Platform, or any part thereof, or to impose new conditions. Such changes, modifications, additions or deletions shall be effective immediately upon notice thereof, which may be given by means including, but not limited to, posting on the Platform, or by electronic or conventional mail, or by any other means by which you obtain notice thereof. Any use of the Platform or the Services by you after such notice shall be deemed to constitute acceptance of such changes, modifications or additions.



Equipment

You shall be responsible for obtaining and maintaining all computer equipment and browsers and any telecommunications services needed for access to and use of the Services and all charges related thereto.



Conduct

You may use the Services for (a) uploading information and materials submitted by student teams for the Challenge (“Student Materials”), (b) reviewing and evaluating the Student Materials for the Challenge, and (c) other uses permitted under the rules of the Challenge. Commercial use of the Services or the Student Materials provided through the Services is strictly prohibited. Any Student Materials you read or have access to cannot be used or claimed as your own. The Student Materials strictly belong to the members of the student teams.

You shall not post or transmit through the Services any material which violates or infringes in any way upon the rights of others, which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offense, gives rise to civil liability or otherwise violates any law. ISC acknowledges that you may be uploading Student Materials in connection with the Challenge, and that you are not responsible for determining whether such Student Materials violate any other person’s intellectual property rights. Notwithstanding the foregoing, in the event you learn or believe any Student Materials infringe the intellectual property rights of any other person, or were submitted without appropriate approvals, you will promptly notify ISC, and agree that ISC may delete such Student Materials from the Services.

Any conduct by you that in ISC’s discretion restricts or inhibits any other End User from using or enjoying the Services will not be permitted. Without limiting the foregoing, prohibited conduct includes, but is not limited to, (1) accessing the materials uploaded by any person for use outside of use permitted in this Agreement and by the rules of the Challenge, (2) propagation of computer worms, viruses and other such malicious code, and (3) use of the Services to advertise or for any commercial purposes. Without limiting any other rights or remedies of ISC, violations of the foregoing may result in removal of violative communications and/or early termination of your access to the Services.



ISC Review of Content

ISC shall have the right, but not the obligation, to monitor the content and to report to the appropriate law enforcement authorities within or outside of the U.S. any material which is perceived to violate or infringe in any way upon the rights of others, which is unlawful, threatening, abusive, defamatory, invasive of privacy, vulgar, obscene, profane or otherwise objectionable, or which encourages conduct that would constitute a criminal offense. ISC may, but is in no way obligated to, review any Student Materials and other content and may delete or remove (without notice) any such Student Materials and content that, in the sole judgment of ISC violates this Agreement, or which might be considered offensive, illegal, or that might violate the rights, harm, or threaten the safety of users or others.



Intellectual Property

(A) The SLIC Platform contains copyrighted material, trademarks and other proprietary information that may include, but is not limited to, text, software, photos, video, graphics, music and sound, and the entire contents of the Platform (excluding Student Materials) which are copyrighted as a collective work under U.S. copyright laws. You may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the SLIC content, in whole or in part. You acknowledge that you do not acquire any ownership rights by accessing or otherwise using copyrighted material. (B) You shall not upload, post or otherwise make available on the Services any Student Material without the express permission of the applicable student(s) and parental permission to do so. By submitting material to the Services you warrant that the required permissions have been obtained. Please note that ISC does not want to receive confidential information from any person, student or End User and any information received will be deemed NOT to be confidential. ISC in no way guarantees any confidentiality with respect to any Student Materials or other content submitted through the Services. You shall be solely liable for any damage resulting from any submission for which appropriate permissions have not been obtained by you.

ISC may make copies of the Student Materials and other content for archival and back-up purposes, but is not responsible for any loss or destruction of such Student Materials and other content. By securing parental permission, you have obtained for ISC the right to copy, publicly display, reformat, excerpt (in whole or in part) and distribute such Student Materials and content in connection with the Challenge. ISC does not assert any ownership over such Student Materials. You understand and agree that ISC does not endorse any Student Materials or other content or any opinion, recommendation, or advice expressed therein, and ISC expressly disclaims any and all liability in connection with Student Materials and other content posted in connection with the Challenge.



Disclaimer of Warranty; Limitation of Liability

(A) YOU EXPRESSLY AGREE THAT USE OF THE SERVICES AND THE PLATFORM IS AT YOUR SOLE RISK. NEITHER ISC, NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, CLIENT ORGANIZATIONS, THIRD PARTY CONTENT PROVIDERS OR LICENSORS (COLLECTIVELY THE “ISC PARTIES”) WARRANT THAT THE SERVICES OR THE PLATFORM WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION OR MATERIALS AVAILABLE ON OR THROUGH THE SERVICES OR THE PLATFORM. (B) THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ACCURACY AND NON-INFRINGEMENT. (C) THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. YOU SPECIFICALLY ACKNOWLEDGES THAT ISC SHALL NOT BE LIABLE FOR STUDENT MATERIALS AND CONTENT AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. (D) IN NO EVENT WILL ISC, THE ISC PARTIES, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES. (E) IN ADDITION TO THE TERMS SET FORTH ABOVE NEITHER, ISC, NOR THE ISC PARTIES SHALL BE LIABLE REGARDLESS OF THE CAUSE OR DURATION, FOR ANY ERRORS, INACCURACIES, OMISSIONS, OR OTHER DEFECTS IN, OR UNTIMELINESS OR UNAUTHENTICITY OF, THE INFORMATION CONTAINED WITHIN THE PLATFORM, OR FOR ANY DELAY OR INTERRUPTION IN THE TRANSMISSION THEREOF TO THE END USER, OR FOR ANY CLAIMS OR LOSSES ARISING THEREFROM OR OCCASIONED THEREBY. THE AGGREGATE, TOTAL LIABILITY OF THE ISC PARTIES TO ANY END USER FOR ALL DAMAGES, INJURY, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT OR OTHERWISE) ARISING FROM OR RELATING TO THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SERVICES SHALL BE LIMITED TO PROVEN DIRECT DAMAGES IN AN AMOUNT NOT TO EXCEED THE ONE HUNDRED DOLLARS ($100). (F) SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN LIABILITY OR WARRANTIES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO END USER. In such jurisdictions, ISC’s liability is limited to the greatest extent permitted by law.



Termination

ISC shall have the right to immediately terminate any passwords or accounts of End User in the event of any conduct by End User which ISC, in its sole discretion, considers to be unacceptable, or in the event of any breach by End User of this Agreement. All applicable provisions shall survive termination of this Agreement.



Miscellaneous

This Agreement (which hereby incorporates by reference any other provisions applicable to use of the Platform, and any rules for the Challenge) constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between the parties with respect to such subject matter. The provisions of this Agreement will be deemed severable, and the unenforceability of any one or more provisions will not affect the enforceability of any other provisions. In addition, if any provision of the Agreement, for any reason, is declared to be unenforceable, the parties will substitute an enforceable provision that, to the maximum extent possible under applicable law, preserves the original intentions and economic positions of the parties. This Agreement shall be construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict of laws rules. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import.



Privacy of Student Information

ISC knows that the privacy of students’ personal information is important. You may not provide any personal information relating to any student unless you have obtained a written consent to use and publish such information by the student’s parent or guardians. Note: Contact ISC at