VitalSource Technologies LLC Terms and Conditions of Use
These Terms and Conditions of Use (the "TOUs") are applicable to you ("User," "you," or "your"). These TOUs set forth the terms and conditions for your use of this website, including the VitalSource Store (the "Site") and your use of our digital content distribution and learning software (including any associated documentation and any updates to that software) and the digital content that can be read by that software that we make available for access and download from the Site (respectively "Software" and "Licensed Content" and together "Products"). These TOUs also apply to any of the services accessible through any Products, Software or Site (the "Services"), unless separate or additional terms apply, in which case they will be displayed on-screen or accessible via a link.
The Site and the Products are operated by VitalSource Technologies LLC ("VitalSource," also "we," "our," and "us"). We are a limited liability company, formed under the laws of the State of Delaware in the United States. Our registered number is 2411480, and our principal office is at 227 Fayetteville Street, Suite 400, Raleigh, NC 27601.
You agree with and accept these TOUs as a condition of your use of the Site and Products. If you do not agree with the terms of these TOUs, do not access or use the Site or Products. We reserve the right to change these TOUs from time to time. Users of the Site are advised to please refer back to these TOUs periodically to review any changes we may make from time to time. Users of Products will be notified with the TOUs being displayed on-screen or with a link to the updated TOUs when you next start the Software or download new Licensed Content, although no such changes will apply retrospectively. You warrant to us that you have the authority to enter into an agreement with us on the terms of these TOUs.
These TOUs were last updated on June 4, 2021.
License and Use
We grant you a limited, non-exclusive, non-transferable license to access the Site and any Product for your personal use only. Any commercial use, use in violation of these TOUs, or use for data collection and/or profit is not allowed.
You may retrieve and display content from the Site or any Product on a computer or other device, print and copy individual pages and, subject to the next section, store such pages in electronic form on that device. Additional terms may also apply to certain features, parts or content of the Site and, where they apply, will be displayed on-screen or accessible via a link ("Other Terms").
You must only use the Site or Product and anything available from the Site or a Product for lawful purposes (complying with all applicable laws and regulations), in a responsible manner, and not in a way that might damage our name or reputation or that of any of our affiliates.
You remain responsible for:
- all of your activity on and in connection with the Site and/or Product;
- all of the content and details that you submit into, or post onto, the Site or any Product ("Your Content");
- what you access on the Site or Product, how you interpret or use the Site or Product and any actions you may take as a result of using the Site or Product.
Access to the Site and Products
Products may only be downloaded, accessed and used on a computer or other device owned or controlled by you and running the relevant operating system for which the Product concerned was designed, so you must make sure you have a compatible device which meets all the necessary technical specifications to enable you to download any Product you wish to download and to access and use each downloaded Product.You will be assumed to have obtained permission from the owner of any computer or other device that is controlled, but not owned, by you to download any Product to that device. You accept responsibility, in accordance with these TOUs, for all access to, and use of, any Product by you on any device, whether or not it is owned by you.
You acknowledge that the mobile service provider for any mobile device to which you download, or on which you access or use, any Product may charge for internet access on that device.
We may, from time to time, restrict access to certain features, parts or content of the Site or a Product, or the entire Site or Product, to users who have registered with us. You must ensure that any registration details you provide are accurate and you must keep those details accurate and up to date. You agree that VitalSource may, at any time and with or without prior notice, remove Licensed Content from the Service or Site if we determine, in our sole discretion, that we do not possess the appropriate or necessary rights to provide you with access to such Licensed Content. In the event VitalSource elects to remove Licensed Content from the Service AND SUCH REMOVAL OCCURS WITHIN THE FIRST 12 MONTHS FOLLOWING YOUR DATE OF PURCHASE, you agree that your sole and exclusive remedy shall be a refund of all amounts previously paid by you to VitalSource for the removed Licensed Content. IN THE EVENT VITALSOURCE ELECTS TO REMOVE LICENSED CONTENT FROM THE SERVICE AT ANY TIME AFTER 12 MONTHS FROM YOUR DATE OF PURCHASE OF SUCH LICENSED CONTENT, YOU AGREE THAT YOU SHALL NOT BE ENTITLED TO ANY REFUND FROM VITALSOURCE.
If you choose, or you are provided with, a log-on ID (such as a username and password or other identifier) as part of our security procedures, you must treat such information as confidential and must not reveal it to anyone else. You are responsible for all activities that occur under your log-on ID and must notify us immediately of any unauthorized use or other security breach of which you become aware. We reserve the right to disable any log-on ID, at any time, if in our opinion you have failed to comply with any of the provisions of these TOUs or if any details you provide for the purposes of registering as a user prove to be false.
We cannot and do not guarantee the continuous, uninterrupted or error-free operability of the Site, Services or any Product or that any Site or Product content will respond at a certain speed (since this depends on a number of factors outside our control). Specific service level agreements between VitalSource and an institution or other business entity may be a part of another agreement, and such an SLA would not be bound by this paragraph.
We reserve the right to withdraw or suspend the operation of any Product or the Site, with or without notice to you, if we need to do so for security or legal reasons.
You may, at any time, terminate the rights granted to you under these TOUs to access and use any Product by permanently uninstalling and deleting your copy of that Product, and removing the specific machine activations you have created
Paid-for Licensed Content
The downloading of paid-for Licensed Content may require you to pay a fee, the amount of which will be as set out on the Site from time to time, unless you have been issued with a code (for example, by an institution with whom you are studying, a publisher or retailer of a publication you have already purchased in hard copy) in which case you may redeem that code against an eligible download.
Payment for all orders must be made by credit or debit card via the checkout page. We use a reputable third party payment services provider to take payment. Payment is accepted by most major credit and debit cards. Payment is taken, in full, immediately. You should be aware that online payment transactions are subject to validation checks by your card issuer and we are not responsible if your card issuer declines to authorize payment for any reason. Please note, it is possible that your card issuer may charge you an online handling fee or processing fee. We are not responsible for this.
The relevant download will be made available immediately when payment is authorized or you enter a valid code and you acknowledge that this is the case and that, therefore, you will have no right to change your mind (sometimes known as a ‘cooling off’ right) once the download has started.
Where you pay to download any paid-for Licensed Content, we warrant that it will, when downloaded, substantially comply with the description provided by us at the point of download and that any services we provide through it will be provided with reasonable care and skill.
What you are not allowed to do
- rent, lease, loan, sell, license, or transfer access to the Site or Product to any third party or exploit the Site or Product for commercial purposes or otherwise use any information on the Site or in a Product (either directly or indirectly) for profit or gain;
- use, choose, or select the username of another party with the intent to impersonate that party, to otherwise deceive us or any party, or to otherwise engage in fraudulent behavior;
- use, choose, or otherwise select the username that is subject to the rights of another party, without that party’s express authorization;
- use, choose, or otherwise select a username containing any terms which would be vulgar, obscene, lewd or otherwise offensive in nature.
- copy or store any Product or the Site (or any part thereof) other than for your own non-commercial, personal use;
- store the Site or any Product on a server or other storage device connected to a network or create a database;
- interfere with, disrupt, alter, translate, or modify the Site or Product or any part thereof, or create an undue burden on the Site or Product or the networks or services connected to the Site or Product, nor attempt to circumvent the security of any servers on which the Site or Product is hosted;
- reverse engineer, decompile, disassemble, or reverse compile the Site or any Product;
- introduce software or automated agents or scripts to the Site or Product so as to produce multiple accounts, generate automated searches, requests and queries, or to strip, scrape, or mine data from the Site or Product;
- transmit, distribute, introduce or otherwise make available in any manner through the Site or Product any computer virus, keyloggers, spyware, worms, trojan horses, time bombs or other malicious or harmful programming; or
- use any Product of the Site in a way that might damage our name or reputation or that of any of our affiliates;
- export any Product in breach of the applicable export or import laws of any country;
- publicly display, perform, republish, or reproduce any Product or any product we make available for download from the Site (including without limitation by way of email, newsgroups, file or discussion areas, intranet or internet site or any other means);
- tamper with, bypass or alter any security, digital rights management, or other licensing enforcement procedures relating to the Product, Site or Services; or
- otherwise, do anything not expressly permitted by these TOUs.
All rights granted to you under these TOUs will terminate immediately in the event that you are in breach of any of them.
To do anything with any Product that is not expressly permitted by these TOUs, you will need a separate license from us. Please contact us, using the Contacting us details at the end of these TOUs.
We license, but do not sell, to you any Product you download. We or the licensors of the Licensed Content remain the owners of all Products at all times.
All intellectual property rights in any content of the Site, the Licensed Content, and in each Product and its content (including VitalSource®, VitalSource Bookshelf® and other trademarks, text, graphics, software, photographs and other materials, images, videos and audio) (collectively, "Content"), other than Your Content, are owned by VitalSource or our licensors. Except as expressly set out herein, where necessary for viewing the Content on the Site or your browser, or as permitted by applicable law which may not be excluded or limited, nothing in these TOUs gives you any rights in respect of any intellectual property owned by us or our licensors and you acknowledge that you do not acquire any ownership rights by downloading the Site or any Product or any of its content. When you submit, post, upload, or otherwise interact with or publish Your Content in connection with the Products or and Services, you grant us and our affiliates and authorized representatives a non-exclusive, worldwide, perpetual, unlimited, irrevocable, royalty-free, sublicensable and transferable right and license to any and all underlying copyright, trademark, and publicity rights you may have in Your Content. We are not required to host, display, or distribute, and may remove Your Content at any time. Further, by posting Your Content, you represent and warrant that you own Your Content, or otherwise have the right to grant the licenses set forth herein, and the posting of your Your Content in connection with the Products or Services does not violate the copyright, trademark, privacy or publicity rights of any third party.
In the event you print off, copy or store pages from the Site (only as permitted by the "License and Use" section of these TOUs), you must ensure that any copyright, trademark or other intellectual property right notices contained in the original content are reproduced.
The Software may contain code, commonly referred to as open source software, which is distributed under any of the many known variations of open source license terms, including terms which allow the free distribution and modification of the relevant software’s source code and/or which require all distributors to make such source code freely available upon request, including any contributions or modifications made by such distributor (collectively, "Open Source Software"). Please note that, to the extent that any Software contains any Open Source Software, that element only is licensed to you under the relevant license terms of the applicable third party licensor ("Open Source License Terms") and not under these TOUs, and you accept and agree to be bound by such Open Source License Terms. A copy of the source code for any Open Source Software contained in any Software and the relevant Open Source License Terms will be made available to you upon request.
We may change the format and Content of the Site from time to time without notice. We reserve the right to change the design, features and/or functionality of any Product or Service by making the updated Product or Service available for you to download or, where your device settings permit it, by automatic delivery of updates. You are not obliged to download any updated Product or Service, but we may cease to provide and/or update content to prior versions of any Product or Service and, depending on the nature of the update, in some circumstances you may not be able to continue using a Product or Service until you have downloaded the updated version.
Since electronic services are subject to interruption and breakdown, you agree that your use of the Site is on an 'as is' and 'as available' basis and at your sole risk. You also agree that downloading, accessing and use of any Product or Service is on an 'as is' and 'as available' basis and at your sole risk. We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses, or other technologically harmful material that may infect your computer equipment, computer programs, data, or other proprietary material due to your use of the site or to your downloading of any material posted on it, or on any third-party website linked to it.
We may, but are not obliged to, make updates available to any Product or Service or its content and we may cease to make such updates available at any time, with or without notice to you.
Parts of the Site, Product or Service may not be correct, accurate, reliable, complete or up to date from time to time. You should check with us or the relevant information source and make any other appropriate inquiries before acting on any such information, and notify us if you notice any inaccurate, incomplete or out of date Content on the Site or in a Product or Service.
Neither we nor our licensors can guarantee that any content of the Site or any Product or Service and its content will be free from viruses or other code that may have contaminating or destructive elements, or that access to the Site, Products or Service will function as intended or be uninterrupted. It is your responsibility to implement appropriate IT security safeguards (including anti-virus and other security protections) to satisfy your particular requirements as to the safety and reliability of the Site, any Product or Service.
Products for download
VitalSource makes available Products for download by you through the Site. Prices are displayed with the applicable Product or Service. Prices and availability of all Products and Services are subject to change at any time without notice before we accept your order. Prices may or may not be inclusive of applicable sales, use, or other taxes; however, such taxes shall be identified, calculated and collected at the point of sale. A confirmation email will be provided after the checkout for each order. We are not responsible for any interruption to or failure in any communication or process, howsoever caused, which results in an order, or in any payment or payment details not being received or processed by us. A payment will be regarded as received when we are able to credit or transfer the amount required into our designated bank account. Products and their download are subject to these TOUs.
You must be 13 years of age or older to download any product from the Site. While individuals under the age of 13 may use any product, they may do so only with the involvement, supervision, and approval of their parent or legal guardian or at the direction of their school instructors and administrators.
Third-party links and tools
The Site and certain Products may, from time to time, include links to external sites or applications owned, operated or produced by third-party organizations independent of us, which may include links to third party offers and promotions. We include these for convenience only, to provide you with access to information, products or services that you may find useful or interesting. We have not verified and are not responsible for the content of these sites or for anything provided by them and do not guarantee that they will be continuously available. The fact that we include links to such external sites does not imply any endorsement, sponsorship or recommendation of, or association with, their operators or promoters or any materials on them.
Certain tools, devices, software programs or other features available on or through the Site or Products may be provided by third parties. These tools are provided or made available as a convenience to you. These tools are not owned or operated by us and we are not responsible for examining the content, availability, accuracy, adequacy, timeliness, validity, copyright compliance, legality, decency, quality, completeness or any other aspect of these tools.
Nothing in these TOUs is intended to limit or exclude our liability to you or the liability of our licensors to you:
- for death or personal injury caused by our negligence; or
- for fraudulent misrepresentation,
- or to exclude, restrict or modify rights which you may have under any law which may not be excluded, restricted or modified by agreement ("Your Consumer Rights"). You can find out more about Your Consumer Rights from consumer organizations and bodies such as your local Trading Standards Office or Citizens Advice Bureau.
Subject to the above (including Your Consumer Rights), in no event shall we or our licensors be liable to you for:
- any business losses;
- any losses that were not reasonably foreseeable; or
- any failure to perform, or delay in performance of, any of our obligations that is caused by events outside our reasonable control.
If you suffer any loss in connection with the Site or Product, you must take all reasonable steps to minimize your loss, including notifying us without delay if there are steps we can take to help minimize your loss. Any liability we do have for losses you suffer shall not, in aggregate, exceed the total fees paid by you for the relevant paid-for Product in respect of which the liability arises.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL VITALSOURCE AND/OR ITS LICENSORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING ANY CLAIMS FOR LOST PROFITS, BUSINESS INTERRUPTION, INABILITY TO STUDY, TEACH OR LEARN, LOST INFORMATION OR OTHER DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE VITALSOURCE PRODUCT. IN ALL EVENTS, VITALSOURCE’S SOLE OBLIGATION OR LIABILITY UNDER THIS AGREEMENT IN THE AGGREGATE IS THE REPLACEMENT OR REPAIR OF THE MEDIA ON WHICH THE VITALSOURCE PRODUCT IS PROVIDED OR A REFUND OF THE PURCHASE PRICE PAID FOR THE VITALSOURCE PRODUCT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT BE APPLICABLE.
EXCEPT AS SET FORTH HEREIN, THE VITALSOURCE PRODUCTS ARE FURNISHED BY VITALSOURCE TO YOU ON AN "AS IS" AS-AVAILABLE BASIS. ALL WARRANTIES OF ANY TYPE NOT EXPRESSLY STATED IN THIS AGREEMENT, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT ARE EXPRESSLY DISCLAIMED BY VITALSOURCE AND ITS LICENSORS. NO REPRESENTATION OR DEMONSTRATION SHALL CONSTITUTE A WARRANTY OF THE VST PRODUCT UNLESS EXPRESSLY INCORPORATED IN THIS AGREEMENT.
You may not transfer or assign any or all of your rights or obligations under these TOUs.
If we fail to enforce any of our rights, that does not result in a waiver of that right.
If any provision of these TOUs is found to be unenforceable, all other provisions shall remain unaffected.
These TOUs may not be varied except with our express written consent.
These TOUs and the Other Terms represent the entire agreement between you and us in relation to their subject matter.
These TOUs shall be governed by the laws of the State of Tennessee without giving effect to any conflicts of laws principles. You agree that any claim, dispute, suit, action, controversy or proceeding ("Dispute") arising out of or relating to these TOUs or the breach, termination, enforcement, interpretation or validity thereof (collectively, "Disputed Claim(s)") will be resolved, upon notification by you or us, exclusively and finally by binding arbitration. The Arbitration of the Dispute will be conducted by the American Arbitration Association pursuant to its Commercial Arbitration Rules (including, without limitation, the Supplementary Procedures for Consumer-Related Disputes, if applicable). Neither you nor we will have the right to litigate arbitrated Disputed Claims in court or to have a jury trial on Disputed Claims or to engage in pre-arbitration discovery, except as provided for in the applicable arbitration rules or by written agreement of the parties involved. The arbitration may be conducted by telephone, online, or based solely upon written submissions.
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 arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Tennessee and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within ten (10) business days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules. An award of damages, if any, must be consistent with the terms of Limitation of Liability section of these TOUs as to the types and the 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.
Further, you will not have the right to participate as a representative or member of any class of claimants pertaining to any Disputed Claim. Notwithstanding any choice of law provision included in these TOUs, this arbitration is subject to the Federal Arbitration Act (9 U.S.C. §§ 1-16) and not by any state arbitration law. The arbitration will take place exclusively in Nashville, Tennessee. In connection with any arbitration proceeding, each party must submit or file any Disputed Claim that would constitute a compulsory counterclaim (as defined by Rule 13 of the Federal Rules of Civil Procedure) within the same proceeding as the Dispute to which it relates. Each party involved will bear its own cost of any legal representation, discovery or research required to conduct and complete arbitration. The existence or results of any arbitration will be treated as confidential. The arbitrator will not have the authority to award exemplary or punitive damages.
This section shall survive any expiration or termination of your relationship with VitalSource.
We may terminate, disable, lock, block or suspend your access to the Site or any Product if you fail to comply, or if we suspect on reasonable grounds that you have failed to comply, with any of the TOUs. In the event of such termination, you must cease all use of the Site and/or Product, and VitalSource may immediately revoke your access to the Site and/or Product.
All provisions which by their nature survive termination will survive the termination of these TOUs.
If you have any questions, comments, or requests regarding these TOUs, please contact us:
- via email at firstname.lastname@example.org;
- at http://support.vitalsource.com ; or
write to us at the following address:
227 Fayetteville Street
Raleigh, NC 27601