myeFolio Terms and Conditions
THANK YOU FOR USING MYEFOLIO.COM WEB SERVICES. This document provides important information regarding your use of the myeFolio.com service. These terms apply to all uses of myeFolio.com, AveneteFolio.com, eFolioWorld.com and all related sites and services provided by Avenet LLC. You are urged to read and understand it thoroughly. We encourage you to print a copy of this entire document for reference and understanding before and as you use the service. We also encourage you to periodically return to this page and access this information to review any changes or modifications that may have been made since your last review.
MYEFOLIO.COM SUBSCRIPTION SERVICES AND LICENSE AGREEMENT
1. Services: The myeFolio.com service (the "Service") provides access to software, server space, technology and other tools for you to develop and deploy one or more Web Sites for your personal use or for the personal use of individuals sponsored by an organization (Sponsor). The specific features of the Service depend on the level of Service selected by the customer or Sponsor. You, or, if applicable, your Sponsor, are responsible for providing and maintaining all necessary computer equipment, software and telecommunications services to access the Service. myeFolio.com will supply, subject to the provisions of this Agreement, such subscription access to and use of certain software, server space, technology and documentation related thereto as may be agreed with you and/or your Sponsor.
2. Fees and Payment: For access to and use of the Service, you or your Sponsor agree to pay the amounts indicated for the level of Service you or they select as specified on a Quote for Services document or Invoice provided by myeFolio.com and incorporated herein by reference. If a sponsoring entity is paying for your use for a period of time under a Sponsorship Agreement with Avenet LLC, the terms of your use are governed by these terms and the terms of that agreement. In the event of a conflict between the terms of that agreement and these terms, these terms will supersede the terms of that agreement. To the extent any tax applies to your use of the Service, the collection, withholding, reporting and payment are your or your Sponsor’s responsibility. The fees payable to myeFolio.com are net of any such taxes or impositions. In the event that there are past due amounts, those amounts will be charged interest at the rate of one percent (1%) per month or the maximum amount permissible by law until paid in full, whichever is greater. You or your Sponsor agree to pay all collection fees (including attorney fees) in connection with collection of any past due amounts from you.
4. License: Upon your subscription, myeFolio.com grants to users and/or their Sponsor, and you and/or your Sponsor accept, a non-exclusive, non-transferable license (the "License") to use the Services and any related documentation ("Documentation"), together referred to as the "Licensed Materials," subject to and only as permitted in this Agreement. The Licensed Materials (including but not limited to any images, photographs, animations, video, audio, music, and text incorporated into the Software) are and remain the property of myeFolio.com or its licensors. Any data which you or your Sponsor provide and which is manipulated or stored by the Licensed Materials remains your property and does not become the property of myeFolio.com. From time to time, whether or not obligated to do so, during the term of the Agreement, myeFolio.com may provide changes or additions (the "Updates") to the Software and Documentation, such as, but not limited to bug-fixes, upgrades, and new releases. You and your Sponsor are not permitted to reverse engineer, de-compile, disassemble, or otherwise examine the Software, except and only to the extent that such activity is expressly permitted by applicable law. You and your Sponsor are not permitted to adopt all or any part of the Software or its algorithms as your own. You and your Sponsor are not licensed to use any trademarks or service marks of myeFolio.com. myeFolio.com shall have the right to place its trademarks, service marks, logos and copyright information on the Web Site. Software and documentation are internationally protected by the laws of one or more of the following: copyright, patent, and trade secrets. Marking the software or documentation to indicate ownership by myeFolio.com is for notice only and is not evidence of publication.
6. Termination of License: Either party may terminate this Agreement for cause in the event of (a) any material breach of the terms and conditions hereof, which breach is not cured by the party in breach within fifteen (15) calendar days following notice, by the other party, of the breach; (b) the commencement of a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to either party of its debts under any bankruptcy, insolvency, or other similar law in effect at the time of or after creation of this Agreement; or (c) either party's making a general assignment for the benefit of creditors or becoming insolvent or taking any corporate action to authorize any of the provisions for parts (b) or (c) of this provision.
Either party may terminate this Agreement for convenience at any time upon sixty (60) days' notice to the other party. In the event myeFolio.com terminates the Agreement for convenience, following the sixty (60) day notice period, myeFolio.com shall cease to charge ongoing fees to you.
Notwithstanding anything to the contrary, myeFolio.com may terminate this Agreement at any time in its sole discretion if myeFolio.com deems any content on your Web Site to be inappropriate, obscene, inflammatory, illegal, or if your use of the Service disrupts or causes a malfunction of the Service.
7. Rights and Duties Upon Termination: Upon termination of this Agreement, all rights to the Service terminate immediately. All fees and charges due under the Agreement for the remainder of the term of the Agreement shall become immediately due and payable in full as a cancellation fee. You remain liable for all charges during any period for which your Service is suspended or terminated. If this Agreement is terminated by myeFolio.com, you may not re-register for or otherwise access the Service without myeFolio.com's written permission. The term of the License ends with the termination of this Agreement for any reason. Upon termination of the License, all customer data on myeFolio.com servers will be deleted. It is your responsibility to print out all data prior to termination.
8. Web Site Availability: The Web Site(s) provided under this Agreement will be accessible to third parties via the World Wide Web portion of the Internet twenty-four (24) hours a day, seven (7) days a week, except for scheduled maintenance and required repairs, and except for any loss or interruption of services due to causes beyond the control of myeFolio.com. myeFolio.com cannot represent or warrant that the Service will never be interrupted. You understand that there may be occasions, due to circumstances not within our control, that may result in interruption of the Service. myeFolio.com will use its best efforts to provide continual availability of the Services. Examples of causes beyond our control include, but are not limited to, the interruption or failure of telecommunication links, interruption or failure of transmission links, and slowdowns or failures of the Internet itself. myeFolio.com reserves the right to interrupt services for purposes of upgrading, debugging, maintaining and improving the system, among other reasons. To the extent feasible, myeFolio.com schedules these activities for performance at the least inconvenient time so as to minimize interruption.
9. Confidential Information: Unpublished information within the software and documentation provided by myeFolio.com, as well as myeFolio.com information to which you or your Sponsor may gain access, that deals with myeFolio.com's product plans, product details and operations, business strategies, and the like, including, but not limited to, all information that you would wish to maintain in confidence if the information belonged to and applied to you rather than myeFolio.com, is "Confidential Information." You and your Sponsor agree to treat the Confidential Information with at least the degree of care and protection with which you treat your own essential and most highly proprietary and confidential information, but in any event with no less than reasonable care and protection, and to use the Confidential Information only in a manner and for purposes consistent with the provisions and objectives of this Agreement. You and your Sponsor agree not to disclose Confidential Information or otherwise to make it available to third parties without myeFolio.com's prior written consent, except to the extent that the Confidential Information (i) was in the public domain at the time it was disclosed or has entered the public domain through no fault of yours; (ii) was known to you, without restriction, at the time of disclosure by myeFolio.com as demonstrated by files in existence at the time of disclosure; (iii) is disclosed with the prior written approval of myeFolio.com; (iv) became known to you, without restriction, from a source other than myeFolio.com, without breach of this Agreement by you and otherwise not in violation of myeFolio.com's rights; or (v) is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that you shall use all reasonable efforts to provide prompt written, and sufficient advance notice thereof to myeFolio.com to enable myeFolio.com to seek a protective order or otherwise prevent or restrict such disclosure. You or your Sponsor shall take appropriate action by instruction, agreement, or otherwise with Licensee's employees, agents, and other representatives to satisfy your obligations under this Agreement with respect to the use, copying, modification, protection and security of Confidential information.
10. Limited Warranty: myeFolio.com warrants that the performance of the Service will not deviate materially from that represented in the myeFolio.com web site (www.myeFolio.com). This is a limited warranty. Your remedies in connection with this warranty are described below. Also described below are warranties that myeFolio.com expressly declines to make.
11. Disclaimer of Other Warranties: MYEFOLIO.COM PROVIDES SERVICES ON AN "AS-IS" BASIS, WITH ALL FAULTS, AND WITHOUT WARRANTY BEYOND THAT DESCRIBED IN THIS AGREEMENT. MYEFOLIO.COM EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE/NON-INFRINGEMENT. MYEFOLIO.COM DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED. MYEFOLIO.COM DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATION REGARDING THE USE OR RESULTS OF THE USE OF THE SERVICES, SOFTWARE, ACCESS TO THE SERVERS, OR THE INFORMATION PROVIDED BY THE MYEFOLIO.COM DIRECTORIES, LISTINGS AND DATABASES IN TERMS OF ACCURACY, RELIABILITY, QUALITY, STABILITY, COMPLETENESS, CURRENTNESS OR OTHERWISE. NO INFORMATION OR ADVICE GIVEN BY MYEFOLIO.COM OR ITS AUTHORIZED REPRESENTATIVES SHALL IN ANY WAY CREATE A WARRANTY OR INCREASE THE SCOPE OF THIS WARRANTY. YOU ARE ENTIRELY RESPONSIBLE FOR AND ASSUME ALL RISK FOR USE OF THE SERVICE. MYEFOLIO.COM DOES NOT WARRANT OR REPRESENT THAT ITS SECURITY PROCEDURES WILL PREVENT THE LOSS OF OR IMPROPER ACCESS TO YOUR DATA. MYEFOLIO.COM IS NOT RESPONSIBLE FOR TRANSMISSION ERRORS OR CORRUPTION OR SECURITY OF INFORMATION CARRIED OVER TELECOMMUNICATION LINES. MYEFOLIO.COM OFFERS NO NONINFRINGEMENT WARRANTY WHATSOEVER AND DISCLAIMS ALL RESPONSIBILITY WITH RESPECT TO INTELLECTUAL PROPERTY RELATED TO ITEMS PROVIDED UNDER THIS AGREEMENT BUT NOT PRODUCED BY MYEFOLIO.COM
12. File Corruption: MYEFOLIO.COM DOES NOT GUARANTEE OR WARRANT THAT FILES AVAILABLE FOR DOWNLOADING IN CONNECTION WITH THE SERVICES WILL BE FREE OF INFECTION OR VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE THAT MANIFEST CONTAMINATING OR DESTRUCTIVE PROPERTIES. YOU ARE RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES AND CHECKPOINTS TO SATISFY YOUR PARTICULAR REQUIREMENTS FOR ACCURACY OF DATA INPUT AND OUTPUT, AND FOR MAINTAINING A MEANS EXTERNAL TO MYEFOLIO.COM'S SERVERS FOR THE RECONSTRUCTION OF LOST DATA.
13. Limitation of Liability: IN NO EVENT SHALL MYEFOLIO.COM, ITS AGENTS, EMPLOYEES, OR OTHER REPRESENTATIVES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF SUPPORT, LOSS OF PROFITS, LOSS OF GOODWILL OR REPUTATION, GOV INTERRUPTION, LOSS OF DATA, OR LOSS OF INFORMATION) ARISING OUT OF OR CONNECTED IN ANY WAY WITH THIS AGREEMENT OR THE SERVICES, OR FOR ANY CLAIM BY ANY THIRD PARTY (INCLUDING FOR INTELLECTUAL PROPERTY INFRINGEMENT), EVEN IF MYEFOLIO.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL LIABILITY OF MYEFOLIO.COM TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL NOT EXCEED AN AMOUNT EQUAL TO THE TOTAL FEES PAID BY YOU TO MYEFOLIO.COM IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT CAUSING LIABILITY, provided, however, that this limitation shall not apply to damages for personal injuries to your employees, contractors, or other representatives or for destruction of your tangible personal property proximately caused by negligence or malfeasance of myeFolio.com.
14. Exclusive Remedy: Your sole right and exclusive remedy for breach of this Agreement by myeFolio.com if you are dissatisfied for any reason with the Service is to terminate this Agreement as provided herein.
15. Indemnity: Except as provided above for personal injuries and destruction of property, you agree that you shall indemnify and hold myeFolio.com harmless against any claims, liabilities, causes of actions, losses, damages, judgments, costs and fees (including attorneys fees and disbursements) to you or any third party which myeFolio.com may hereafter incur, suffer, or be required to pay, defend, settle, or satisfy as a result of your use of the Service, including the content of your Web Site or any information contained therein.
myeFolio.com will indemnify you and hold you harmless with respect to any claim or demand by any third party that the Licensed Materials infringe any United States copyright, patent, or trade secret. You shall cooperate fully with myeFolio.com in defending against any such claim or demand and shall take no action, without prior written consent of myeFolio.com, which may compromise or settle such claim or demand. In the event that you are prevented by injunction or similar order from using the Licensed Materials as contemplated by this Agreement, myeFolio.com may: procure the necessary license for the affected item(s) of the Licensed Materials; modify the affected item(s) to avoid infringement; provide a replacement for the affected item(s); or, if none of the foregoing is commercially reasonable, terminate this Agreement, ceasing to charge ongoing fees to you and refunding a pro rata portion of any initial or paid-up fees that you have paid to myeFolio.com.
17. Force Majeure: Neither party will be responsible for any failure to perform its obligations (other than payment obligations) under this Agreement due to causes beyond the reasonable control of the party failing to perform, including without limitation acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods or accidents. To receive the benefits of this provision, however, the party so failing to perform must (a) notify the other party promptly of the fact, cause, and expected duration of the failure to perform; (b) continue its attempts to perform; (c) keep the other party informed of a likely end of the cause of the failure to perform; and (d) perform promptly when again able to do so. Payment is not subject to this force majeure provision. Either party may terminate this Agreement upon notice to the other if the duration of the period of a failure to perform covered by this provision extends beyond thirty (30) days.
18. General Terms: Neither you nor your Sponsor may assign or transfer your rights and obligations under this Agreement without written permission of myeFolio.com. Any of the provisions of this Agreement determined by a court of law to be invalid is, to that extent, deemed omitted and the remainder of this Agreement shall be enforced as written. All notices permitted or required to be given must be written and delivered by hand, facsimile, or nationally recognized express mail service to the address of that party as specified in this Agreement or such other address as the party may specify in writing on ten (10) days notice in accordance with this provision. All notices shall be deemed to be given upon receipt. myeFolio.com and you and/or your Sponsor are independent contractors, and nothing contained in this Agreement shall be construed to constitute a joint venture or other relationship between them or to give either party any rights whatsoever to bind the other. You and your Sponsor understand and accept that Internet use, the Services, and related products and services may require registrations and related administrative reports which may be public in nature. You and your Sponsor also consent to the use of your name as a reference in myeFolio.com's marketing activities.
- You agree to use the Web Site only for purposes consistent with personal and educational purposes;
- You agree not to download, alter, reverse compile, or examine the source or object code of any software or data provided by myeFolio.com or others in connection with myeFolio.com's provision of the Services;
- You are responsible for protecting the privacy of your user ID or other bases of restricted access supplied by or arranged in cooperation with myeFolio.com;
- You shall not violate the confidentiality of information stored on or accessible through the Web Site or myeFolio.com's servers, or deposit or upload any materials other than those used directly by you for the purposes contemplated by this Agreement;
- You shall not use the Service to post any content that is obscene, pornographic, excessively violent, harassing, or otherwise objectionable;
- You shall not use the Service to post content that is defamatory, libelous, scandalous, threatening or harassing. You shall not post private information without the permission of the person(s) or entities involved, or post content that may cause emotional distress;
- You shall not use the Service to post any content that advocates, promotes or otherwise encourages violence against any business, government, organization, group or individual or which provides instruction, information or assistance in causing or carrying out such violence;
- You shall not introduce viruses, worms, Trojan Horses, or other harmful code on myeFolio.com hardware or on the Internet;
- You shall not use the Service to post any content that violates any copyrights, trademarks, patents, or other intellectual property rights of others; and
- You agree to observe other rules of use of the Web Site as myeFolio.com may notify you of them as applicable to myeFolio.com's Web Sites generally; provided, however, that if a new rule so notified operates to create a serious hardship for you, you shall have the opportunity to object within ten (10) days after such notice, in which case you and myeFolio.com may jointly decide on alternative implementation or definition of the rule.
In operating your Web Site(s), you agree to assume sole responsibility for ensuring that your Web Site(s) remain in compliance with the above rules. In addition, you agree to assume sole responsibility for the accuracy of all content appearing on your Web Site and that your Web Site is used in a manner consistent with all applicable laws and regulations. You are responsible for properly acquiring all authorization required for hypertext links to other Web Sites.
Users who receive their accounts from an institution of the North Dakota University System can find their Terms and Conditions here.