FLEXspace Terms and Conditions

By accessing and/or using FLEXspace (Flexible Learning Environments eXchange) individually, you accept and agree to abide by the following Terms and Conditions of Use (the “Terms and Conditions of Use” or the “Agreement”):

Creative Commons License

Resources uploaded or downloaded through FLEXspace are licensed under a Creative Commons Attribution-NonCommercial 4.0 International License, which means, in human language:

You are free to:

Share — copy and redistribute the material in any medium or format
Adapt — remix, transform, and build upon the material

Under these terms:

Attribution — You must give appropriate credit, provide a link to the license, and indicate if changes were made. You may do so in any reasonable manner, but not in any way that suggests the licensor endorses you or your use.
NonCommercial — You may not use the material for commercial purposes.
No additional restrictions — You may not apply legal terms or technological measures that legally restrict others from doing anything the license permits.

Terms and Conditions

FLEXspace™ INDIVIDUAL USER TERMS AND CONDITIONS OF USE (Last updated December 18, 2017)

FLEXspace™ Licenses. FLEXspace consists of a web-based content management, use and cataloging software platform, with related software tools and services FLEXspace, operating under the auspices of the State University of New York (SUNY) Center for Professional Development, hereby grants you a limited, nonexclusive license to access and use FLEXspace in the manner set forth in these Terms and Conditions of Use (the “License”), unless terminated by SUNY pursuant to Section 12 below. You may not sublicense, assign, or transfer this License, and any attempt at such sublicense, assignment, or transfer is automatically void.
To the extent you upload content to FLEXspace (“Your Content”), you hereby grant FLEXspace a free-of-charge, nonexclusive license for the period of time in which Your Content is posted to or made available through FLEXspace to reproduce, distribute, modify and adapt, display and make performances of Your Content, for the purpose of facilitating your access to, use of, and (to the extent you share Your Content) your sharing of Your Content through FLEXspace and in communications about FLEXspace in promotion of SUNY’s nonprofit mission. Nothing herein is intended to give SUNY any ownership rights of Your Content.
Your Conduct and Use of FLEXspace. By accessing or using FLEXspace, you represent and warrant that you will not, and will not authorize others to: (a) post, reproduce, modify or adapt, distribute, display or make performances of any content or other materials on FLEXspace, or otherwise use FLEXspace, in a manner that violates or infringes any third-party right(s) (including without limitation any intellectual property or contractual rights), or that violates any applicable international, federal, state or local law or regulation (including without limitation any laws relating to minors); (b) modify, obscure, or remove SUNY or third-party copyright, trademark or other intellectual property notices; (c) take any actions that interrupt, destroy, degrade, disrupt or limit the functionality of any of FLEXspace’s computer software, hardware, data, system or telecommunications equipment including, but not limited to, by uploading, reproducing, transmitting or distributing any software viruses or other computer code, files or programs through FLEXspace ; (d) intentionally disrupt the functionality of any servers or networks connected to FLEXspace; (e) circumvent, disable or override any encryption features or other protections in FLEXspace; and/or (f) reproduce, duplicate, copy, sell, trade, resell, or exploit for any commercial purpose FLEXspace or any portion of FLEXspace. The Administrators of FLEXspace may at any time remove from the FLEXspace servers any of Your Content or Shared Content (defined below), or other content or materials, that violate the terms of this section, and take all other reasonable steps to enforce the terms of this section, including terminating your access to FLEXspace. Notwithstanding the foregoing, nothing herein is intended to limit the application or scope of the United States Fair Use Doctrine or other copyright exceptions or limitations under United States or other countries’ laws.
Shared Content and Shared Forums. FLEXspace may make available through the FLEXspace portal certain shared forums, such as blogs, wikis, or other shared spaces that are accessible to all FLEXspace participants or that are openly accessible without access limitations via the Internet as a service to encourage the exchange of information or ideas among FLEXspace participants. Any materials or content of any kind posted to or shared through such Shared Forums are defined as “Shared Content.”
You represent and warrant that all Shared Content that you post to or share via Shared Forums shall not infringe or violate any third party right or applicable law of any kind. SUNY does not control, takes no responsibility for, makes no representations or warranties about, and does not endorse, any Shared Content, or any third-party sites or materials accessible through links in FLEXspace. Should you post Shared Content to such Shared Forums, you automatically grant a perpetual, worldwide, nonexclusive, free-of-charge license to all individuals and institutions accessing that Shared Content to reproduce, distribute, make public performances of, publicly display, and make adaptations or modifications of such Shared Content for the purposes for which such Shared Content was originally posted, and all related uses. FLEXspace reserves the right to remove Shared Content should such Shared Content violate these Terms and Conditions of Use or to facilitate the administration of Shared Forums, and to discontinue any Shared Forum and remove Shared Content made available through that Shared Forum at any time.
Notwithstanding the foregoing, SUNY may make available through Shared Forums certain controlled vocabularies or other content that is proprietary to third parties, as a service to FLEXspace participants. You agree to comply with any third party terms of use associated with those controlled vocabularies or other content that are displayed or otherwise made available through the FLEXspace software interface.
Maintaining Security of FLEXspace. You are responsible for maintaining the confidentiality and security of your username and/or password (if such are created), and for all usage or activity by you of FLEXspace, and you hereby agree not to provide access to FLEXspace, Shared Content or Your Content to anyone else. You may not set up a proxy or anonymous remailer for purposes of allowing access to FLEXspace.
Suspected Violations of these Terms and Conditions or Unauthorized Uses. You agree to promptly notify FLEXspace of any known or suspected unauthorized use(s) of your account or FLEXspace, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure or use of your username, password and/or IP address. Any use of FLEXspace beyond the scope or in violation of these Terms and Conditions of Use, knowing use of any password or username of another, or any fraudulent, abusive, or otherwise illegal activity, are grounds for termination of your access to FLEXspace, without notice and at SUNY’s sole discretion.
FLEXspace As an Online Service Provider under the Digital Millennium Copyright Act (DMCA). You acknowledge and agree that FLEXspace does not screen, select or edit Your Content and/or Shared Content, and in making available FLEXspace is acting as an online service provider within the definition of the Digital Millennium Copyright Act at 17 USC § 512 (the “DMCA”). SUNY is required under the DMCA to expeditiously remove from its servers or disable access to content posted to FLEXspace if the administrators learn or become aware that such content infringes the copyright of a third party. It is FLEXspace’s policy to disable and/or terminate a user or institution’s access to FLEXspace if that individual or institution repeatedly infringes another’s copyright.
Should you believe that any content on FLEXspace violates your copyright in such content, please send a written notice to FLEXspace, directed to the administrators who will contact the SUNY Office of the General Counsel, at the address posted on the FLEXspace.org website at www.flexspace.org. Such notices must comply with the DMCA.
Proprietary Rights.
1. Trademarks and Related Intellectual Property. Your use of FLEXspace implies no right of any kind in any trademarks, logos, names, designs, and/or other intellectual property held by FLEXspace and all related products and services. You may not use any FLEXspace intellectual property without the advance, written permission of the party sharing the content and FLEXspace administration (or as expressly set forth herein), and you represent that you shall not take any action that would impede, limit or alter FLEXspace rights in such intellectual property.
2. FLEXspace Software. Except to the extent that SUNY expressly shares components of FLEXspace Software on an open source basis by posting them on the Acquia™ hosted website subject to open source licenses, all FLEXspace Software and related documentation is proprietary to FLEXspace and/or third parties with whom FLEXspace has entered into licenses, and nothing herein is intended to transfer or otherwise provide you with any ownership rights to such FLEXspace Software, or other rights of any kind except for the limited license set forth herein. You may not copy, distribute, modify, decompile, reverse engineer, circumvent, override or disable encryptions or other protections in, or create derivative works from, FLEXspace Software, and you represent that you shall not take any action that would impede, limit or alter SUNY’s or any third party’s ownership rights in FLEXspace Software.
Privacy Policy. Your use of FLEXspace indicates your acceptance of the SUNY Privacy Policy, a copy of which may be found at www.SUNY.org, as it may be amended from time to time.
Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN WRITING HEREIN, FLEXSPACE IS BEING PROVIDED ON AN “AS IS” BASIS AND SUNY EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY, AND ANY AND ALL WARRANTIES, CONDITIONS, GUARANTEES AND/OR REPRESENTATIONS OF ANY KIND (WHETHER EXPRESS OR IMPLIED) IN CONNECTION WITH FLEXSPACE AND THE FLEXSPACE SOFTWARE, YOUR CONTENT, SHARED CONTENT AND/OR SHARED FORUMS, AND/OR ANY COMPONENTS OR PORTIONS THEREOF, INCLUDING WITHOUT LIMITATION ANY AND ALL WARRANTIES OF FITNESS, MERCHANTIBILITY, QUALITY, PERFORMANCE, ACCURACY, COMPATIBILITY, INFRINGEMENT, AND/OR SECURITY. Some jurisdictions do not allow the exclusion of certain warranties or limitations of liability, in which case the above limitations and exclusions apply to the fullest extent permitted by law.
Limitation of Liability. In no event shall SUNY be liable for any incidental, indirect, special, punitive or consequential damages, notwithstanding the failure or essential purpose of any limited remedy.
Indemnification; Defense of Claims.
1. FLEXspace shall not in any way be liable, and you agree to indemnify and hold harmless SUNY, its affiliates, directors, officers, agents, employees, collaborators, licensors and licensees, from and against any and all claims and demands (whether threatened, asserted or filed), including, but not limited to, associated costs and reasonable attorneys’ fees, made by any third party due to or arising out of Your Content or the removal of such content; Shared Content that you reproduce, distribute, modify or adapt, display or make performances of or the removal of such content; your use of FLEXspace or any other SUNY software; your violation of this Agreement; or your violation of any applicable law or the rights of another. You further agree to indemnify and hold harmless SUNY, its affiliates, directors, officers, agents, and employees in the event that SUNY acts pursuant to its DMCA obligations, including without limitation terminating your access to Your Content, Shared Content or FLEXspace. This indemnification obligation shall survive the termination or expiration of these Terms and Conditions of Use and your use of FLEXspace.
2. In the event that any claim or demand (whether threatened, asserted or filed) is asserted against you in connection with your use of FLEXspace or any other SUNY software, you agree to immediately notify FLEXspace and to reasonably cooperate in its defense as required by SUNY. SUNY reserves the right (but not the obligation), at its own expense, to assume the exclusive defense and control of any such matter.
Termination. In addition to any other termination rights set forth in these Terms and Conditions of Use, SUNY may, under certain circumstances and without prior notice, immediately terminate your use of FLEXspace. Cause for such termination includes, but is not limited to: (i) breaches or violations of these Terms and Conditions of Use; (ii) requests by law enforcement or other government agencies; (iii) unexpected technical or security issues or problems; or (vii) engagement by you in fraudulent or illegal activities. You agree that all terminations for cause will be made at SUNY’ sole discretion and that SUNY will not be liable to you or any third party for any termination of your account or access to FLEXspace.
Export Restrictions and U.S. Government Licenses. You acknowledge that FLEXspace uses encryption and other software that may be subject to export, import and/or use controls by Government Authorities (as hereinafter defined) by way of law or regulation. You agree that you will serve as the importer and exporter of record for FLEXspace and that FLEXspace will not be exported, imported, used, transferred or re-exported except in compliance with the laws and regulations of the national and/or other government authorities with authority over the country(ies) and/or territory(ies) from which FLEXspace is being exported or to which FLEXspace is being imported (the “Government Authorities”) and will pay and/or comply with all applicable export and import laws, customs, regulations, tariffs, duties, and fees, and procurement, data and technology transfer laws. You are responsible to SUNY for all costs and damages arising from any failure to meet these obligations. SUNY’s obligations hereunder are contingent upon necessary export licenses being obtained from federal agencies of the United States. If FLEXspace is identified as an export controlled item, you represent and warrant that you are not a citizen, or otherwise located within, an embargoed nation, and that you are not otherwise prohibited by any laws from receiving FLEXspace. All rights to use FLEXspace are granted on the condition that such rights are forfeited if you fail to comply with these terms.
General.
1. Authority to Enter into Agreement. You represent and warrant that you have all authority and rights necessary to enter into this Agreement, that you are of legal age to form a binding contract and are not a person barred from accessing FLEXspace under the laws of the United States or any other applicable jurisdiction.
2. Choice of Law; Venue. This Agreement will be governed by and construed in accordance with the laws of the State of New York in the United States of America. All actions and disputes arising hereunder shall be subject to the exclusive jurisdiction of the state and federal courts of New York county, New York, without regard to choice of law or venue principles to the contrary, and both parties hereto shall consent to the personal jurisdiction of such courts. The United Nations Convention on Contracts for the International Sale of Goods or any successor thereto does not apply to this Agreement.
3. Illegality; Unenforceability; Conflict of Law. If any provision or provisions of this Agreement is be held to be invalid, illegal, unenforceable, or in conflict with the law of any jurisdiction, the validity, legality, and enforceability of the remaining provisions will not be in any way affected or impaired thereby. A waiver of any breach of this Agreement will not be deemed a waiver of other breaches of the Agreement.
4. Severability. If any provision of this Agreement is held to be invalid or unenforceable in whole or in part, such invalidity or unenforceability will attach only to such provision or part and the remaining part of such provision and all other provisions hereof will continue in full force and effect.
5. Entire Agreement. These Terms and Conditions of Use set forth the entire Agreement between us.
6. No Agency. No agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by this Agreement.
7. Notice. SUNY will send any notices to you at the email address you provided to SUNY when registering for FLEXspace. Such notices may not be received if you violate these Terms and Conditions of Use by accessing FLEXspace or SUNY software in an unauthorized manner. Your agreement to these Terms and Conditions of Use constitutes your agreement that you are deemed to have received any and all notices that would have been delivered had you accessed FLEXspace in an authorized manner.
Terms and Conditions Subject to Change. SUNY may change these Terms and Conditions of Use at any time, and such modified Terms and Conditions of Use shall be posted on the SUNY website, as well as in the FLEXspace interface. Your use of FLEXspace constitutes your agreement to the modified Terms and Conditions of Use and all changes thereto.

Last updated December 18, 2017