Effective Date: August 10, 2017
Welcome to Cosmos! Please read these Terms of Use (“Agreement”) carefully before utilizing the Services offered by Atlas Learning, Cosmos, and all affiliated products. If you have questions about this Agreement, please contact us by visiting our Help Center or sending an email to info@atlaslearning.net. By viewing our Websites or utilizing the Services, you agree to be bound by the terms and conditions contained herein and are a party to this Agreement. As an Agreement, acceptance is limited to the terms described hereunder. Access to Cosmos and all affiliated Atlas Learning products is solely conditioned upon consent to the terms and conditions below.
These General Terms of Use apply to all: (i) schools, school districts, and related entities and organizations that sign up to use the Services, including but not limited to administrators who access the Services on their behalf (each a “School”); (ii) non-School visitors, users, and others, including students, teachers, and their parents, who use the Services; and (iii) third-party providers of applications (each a “Developer” and collectively with the individuals referenced in (ii) above and Schools, the “Users” or “you”). If you’re a School, our Additional Terms of Use for Schools apply to you too. These General Terms of Use, the Additional Terms of Use for Schools (as applicable to Schools) and the Privacy Policy are collectively referred to herein as the “Agreement”.
By accessing or using the Services, checking the box marked [“I Agree”] as you permit access for your School, or by otherwise affirmatively stating your desire to use the Services, you represent that you have read, understood, and agree to be bound by the Terms and this Agreement and to the collection and use of your information as set forth in our Privacy Policy. If you do not agree to be bound by these Terms or subsequent Agreements, you may not access or use this website or the services.
SECTION 1. COSMOS’ SERVICES AND SCOPE OF USERS
Cosmos’ Services include providing Schools with content integration and single sign-on capabilities, making it easier for Schools to purchase, deploy, and integrate curriculum developed by Publishers that are used by teachers and students.
Our Services are available if you are in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. Cosmos grants you permission to access and use the Services subject to the terms and conditions of this Agreement. Atlas Learning, Cosmos, and any service providers associated with our system reserve all rights not granted in the Terms. Any unauthorized use of Cosmos terminates the licenses granted by us pursuant to the Terms.
DETAILS ABOUT COSMOS SERVICES
By initiating integration with your learning management system or signing up for our service you represent and warrant that you are either (a) a teacher or school administrator or otherwise authorized by a school or district to sign up on behalf of students or (b) the parent of such student(s). If you are a school, district, or teacher, you represent and warrant that you are solely responsible for complying with COPPA. In compliance with COPPA you must, as needed, obtain advance written consent from all parents or guardians whose children under 13 will be accessing the Services.
Through your Cosmos account you have access to the Services and functionality we make available from time to time and at our discretion, which include content integration and single sign-on capability for access to purchased or freely available Cosmos hosted content. If you open a Cosmos account on behalf of a School or a Developer, then (a) “you” includes you and that entity, and (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this Agreement and that you agree to this Agreement on the entity’s behalf.
You are responsible for all activities that occur under your Account. You may not share your Account or credentials with anyone, and you agree to notify us immediately of any unauthorized use of your password or any other breach of security. You agree not to create or access an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one Account at any given time. You agree not to create an Account or use the Services if you have been previously removed by us, or if you have been previously banned from any of the Atlas Learning products.
CONTROL OVER SERVICES
Upon registering with your email address, you consent to Atlas sending you Service-related notices, including but not limited to notices of product offers, any necessary legal notices or required messages, and/or additions or changes to the Services. While your email address is needed so that we may send you important Service-related notices, you can always request to stop receiving marketing messages.
CERTAIN RESTRICTIONS
By using the Services, you agree not to perform certain actions. These restricted uses are included, but not limited to: (i) use any "deep-link", "page-scrape", "robot", "spider" or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Site or any Content, or in any way reproduce or circumvent the navigational structure or presentation of the Site or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Site; (ii) license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit Cosmos or other Atlas related products; (iii) attempt to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Services; (iv) take any action that imposes, or may impose an unreasonable or disproportionately large load on our infrastructure; (v) collect or harvest any third-party personally identifiable information, including account names or Student Data (as defined below), from the Services; (vi) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Atlas Learning products except to the extent the foregoing restrictions are expressly prohibited by applicable law; or (vii) access any content on the Services through any technology or means other than those provided or authorized by the Services.
You are responsible for all of your activity in connection with the Services. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your right to access or use the Services. If this Agreement ends, whether on our part or due to your actions, you continue to be bound by it in any interactions you may have with the Services.
SECTION 2. RIGHTS IN OUR CONTENT
“Student Data” is any information (in any format) that is directly related to any identifiable current or former student that is maintained by a School, and may include “educational records” as defined by the Family Educational Rights and Privacy Act (“FERPA”) that Schools provide to us. While we may need to access Student Data to provide the Services to you, Schools own the Student Data and remain responsible for it. Our Additional Terms of Use for Schools and Privacy Policy provide more detail around how we handle Student Data.
“Intellectual Property Rights” means all worldwide patent rights, copyright rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all related applications and registrations, renewals and extensions.
Except for Student Data or the applications made available by Developers, the Services and all materials made available to you in connection with them, including, but not limited to, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and any content belonging to other Users (the “Atlas Content”), and all related Intellectual Property Rights, are the exclusive property of Atlas Learning and its licensors. Except as specified in this Agreement, nothing may be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Atlas Content. To be clear: any use of the Atlas Content for a purpose not expressly permitted by this Agreement is strictly prohibited.
If you send us ideas or comments about our Services, you agree that we may freely use or reference those ideas and comments and we do not owe you any payment or have any other obligation of any kind for such ideas or comments.
SECTION 3. GENERAL LEGAL TERMS
i) ATLAS DATA
Certain parts of the Services may allow you to obtain or access analytics or other data or information associated with your account (“Atlas Data”). The data elements we collect and use to create Atlas Data depends on your LMS type and the applications you are working with. You can find the data elements used by each application by going to your dashboard.
Atlas Data is licensed to you for your use on a limited basis, and is governed solely by the terms of this Agreement and available for distribution only at our sole discretion. Atlas owns the account you use to access the Services along with any rights of access or rights to data stored by or on behalf of Atlas on Atlas servers (except with respect to any Student Data that we may be storing for you), including but not limited to any data representing any or all of your Atlas Data. Atlas has the right to manage, control and even eliminate Atlas Data, except that Atlas may only use Student Data as specifically permitted by this Agreement.
YOU UNDERSTAND AND AGREE THAT ANY DATA, ACCOUNT HISTORY AND ACCOUNT CONTENT RESIDING ON ATLAS’ SERVERS MAY BE DELETED AT ANY TIME FOR ANY REASON IN ATLAS’ SOLE DISCRETION, WITH OR WITHOUT NOTICE AND WITH NO LIABILITY OF ANY KIND. WE DO NOT PROVIDE OR GUARANTEE, AND EXPRESSLY DISCLAIM, ANY VALUE, CASH OR OTHERWISE, ATTRIBUTED TO ANY DATA RESIDING ON ATLAS’ SERVERS. IF YOU’RE A SCHOOL, YOU SHOULD BE ABSOLUTELY SURE TO KEEP SECURE COPIES OF STUDENT DATA IN YOUR STUDENT INFORMATION SYSTEM (“SIS”) OR IN OTHER SECURE STORAGE. YOU SHOULD NOT RELY ON US TO PROVIDE COPIES OF OR ACCESS TO YOUR STUDENT DATA.
ii) PRIVACY AND SECURITY
We take very seriously the privacy of our users, including schools, teachers, parents, and students. By using the Services you consent to the collection, use and disclosure of your information (including but not limited to Student Data) as set forth in our Privacy Policy and, if you’re a School, in the Additional Terms of Use for Schools, and to have your information (including but not limited to Student Data) collected, used, transferred to and processed in the United States pursuant to our Privacy Policy.
iii) THIRD-PARTY SERVICES
Our website may contain links to third-party websites, services (including but not limited to applications made available by Developers), or other materials or information that are not owned or controlled by us. Keep in mind that we do not endorse or assume any responsibility for any third-party sites, information, materials, products, or services (including but not limited to applications made available by Developers). If you access a third party website or application made available by Developers from the Services, you understand that you do so at your own risk, and you understand that this Agreement, the Additional Terms of Use for Schools, and our Privacy Policy do not apply to your use of those sites or services—those sites and services have their own applicable terms and policies. Additionally, your dealings with Developers found on the Services, including payment, use of your Student Data by the Developers, and any other terms (such as warranties or privacy policies) are only between you and such Developers. We are not responsible for any loss or damage of any sort relating to your dealings with such Developers.
iv) INDEMNITY
You agree to defend, indemnify and hold harmless Atlas and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Services, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement, including but not limited to your breach of any of the representations and warranties; (iii) your violation of any third-party right, including but not limited to any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule or regulation, including but not limited to FERPA, the Protection of Pupil Rights Amendment (“PPRA”), and the Children’s Online Privacy and Protection Act (“COPPA”); (v) any content or information that is submitted via your account; or (vi) any other party’s access and use of the Services with your unique username, password or other appropriate security code.
v) WARRANTY DISCLAIMER
These next few sections are surrounded by stars so we can be sure we have your attention (conspicuous code). Formally, this section was in capital letters, but that makes this important information even more difficult to read. Again, please feel free to contact us by messaging us or visiting our Help Center if any of this is unclear or if you have any questions about what these sections mean.
*** The services is provided on an “as is” and “as available” basis. Use of the services is at your own risk. To the maximum extent permitted by applicable law, the services is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Without limiting the foregoing, Atlas, its subsidiaries, its affiliates, and its licensors do not warrant that the content is accurate, reliable or correct; that the services will meet your requirements; that the services will be available at any particular time or location, uninterrupted; that any defects or errors will be corrected; or that the services is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the services is downloaded at your own risk and you will be solely responsible for any damage to your computer system or loss of data that results from such download or your use of the services. ***
*** We do not warrant, endorse, guarantee, or assume responsibility for any product or services advertised or offered by a third party through the services or any hyperlinked website or services (including without limitation applications), and we will not be a party to or in any way monitor any transaction between you and third-party providers of products or services (including without limitation developers). ***
Federal law, some states, provinces and other jurisdictions do not allow exclusions and limitations of certain implied warranties, so some of the above limitations may not apply to you.
vi) LIMITATION OF LIABILITY
*** To the maximum extent permitted by applicable law, in no event shall Atlas, its affiliates, agents, directors, employees, suppliers or licensors be liable for any indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, that result from the use of, or inability to use, this services. Under no circumstances will Atlas be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the services or your account or the information contained therein. ***
*** To the maximum extent permitted by applicable law, Atlas assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of content; (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of our services; (iii) any unauthorized access to or use of our secure servers and/or any and all personal information stored therein; (iv) any interruption or cessation of transmission to or from the services; (v) any malicious software agents that may be transmitted to or through our services by any third party; (vi) any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the services; and/or (vii) content you create or the defamatory, offensive, or illegal conduct of any third party. In no event shall Atlas, its affiliates, agents, directors, employees, suppliers, or licensors be liable to you for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the amount you paid to Atlas hereunder or $100.00, whichever is greater. ***
*** This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if Atlas has been advised of the possibility of such damage. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction. ***
The Services are controlled and operated from US-based facilities, and we make no representations that they’re appropriate or available for use in other locations. If you access or use the Services from other jurisdictions, you understand that you’re entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. Because we have to say this, you may not use the Services if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government.
vii) GOVERNING LAW
You agree that: (i) the Services will be deemed solely based in Texas; and (ii) the Services will be deemed passive services that do not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than Texas. This Agreement will be governed by the laws of the State of Texas, without respect to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods does not apply. You agree to submit to the personal jurisdiction of the federal and state courts located in Travis County, Texas for any actions related to this Agreement.
viii) SEVERABILITY AND WAIVER
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us in accordance with the terms of our Privacy Policy. This Agreement, together with any amendments and any additional agreements you may enter into with Atlas in connection with the Services including other agreements referenced herein, constitute the entire agreement between you and Atlas concerning the Services. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of this Agreement, which will remain in full force and effect. No waiver of any term of this Agreement will be deemed a further or continuing waiver of such term or any other term, and Atlas’ failure to assert any right or provision under this Agreement will not constitute a waiver of such right or provision. If access to the Services is licensed to the United States government or any agency thereof, then the Services will be deemed to be “commercial computer software” and “commercial computer software documentation,” pursuant to DFARS Section 227.7202 and FAR Section 12.212, respectively, as applicable. Any use, reproduction, release, performance, display, or disclosure of the Services and any accompanying documentation by the U.S. Government will be governed solely by this Agreement and is prohibited except to the extent expressly permitted by this Agreement. Neither party will hold themselves out to be joint venturers, and neither party is authorized or empowered to act as the agent of the other.