1. Educational Materials

As used in this Agreement, “Educational Materials” means all content, pages, courses, data, videos, images, text, calculators, tools, and related materials provided through or in connection with the Services. Except for the access and use rights granted in this Agreement, or as otherwise indicated by license designations or labels included with specific Educational Materials or shared with you separately in writing by U-M, you have no right, title, or interest in or to the Services, including Educational Materials.

2. Access

Regardless of the physical location from which you access or use the Services, you will be considered to be accessing or using information technology of U-M.

3. Our License to You

Subject to these Terms and any policies referenced in these Terms (including our Privacy Policy and Learner Engagement Policy), we grant you a non-exclusive, non-transferable, revocable right to use the Services. You may use the Services only for your sole and exclusive personal, educational, and non-commercial use, and shall not disclose, sell, license, or otherwise distribute the Services, including any Educational Materials, in whole or in part, to any third party without the prior written consent of U-M. You agree to never share access to your account with any third party or use multiple accounts to complete the same course or experience.

You further acknowledge that using our Services does not give you ownership of or any intellectual property rights in our Educational Materials, including content and materials featured in learning experiences. You may not use, repurpose, or present the Services, including any Educational Materials, as your own property or creation or as part of any revenue-generating activities

4. Copyright

Unless otherwise specified, the creators of Educational Materials own the copyright to and in their content. U-M respects copyright law and requires you to do the same. U-M expressly prohibits the use of Services for the illegal transmission of copyrighted material, and will, if notified by content owners, disable copyrighted material from being transmitted via the Services.

Copyright considerations when using the Services to create or upload your own content are detailed separately in Section 6, “User Content,” below.

You agree that you will not modify or alter the Educational Materials except as authorized in writing or allowed by law. You also agree not to bypass, delete, or disable any copy protection mechanisms or any security mechanisms in the Services, including with regard to Educational Materials.

Any use of Services, including Educational Materials, other than as specifically authorized in these Terms, without the express prior written permission of U-M, is prohibited.

Digital Millennium Copyright Act Notice

If you believe your copyright material has been used on the Services or any site on the umich.edu network without authorization, please contact U-M’s designated Digital Millennium Copyright Act (DMCA) agent using the contact information provided below. U-M will only process complaints that are sent via email.

Sol Bermann
Executive Director of Privacy & Faculty Affairs
Office of the Vice President for Information Technology and Chief Information Officer
University of Michigan
950 Victors Way, Suite 10
Ann Arbor, MI 48108-5218
dmca.notices@umich.edu

5. Other Restrictions and Limitations

1. You shall not use, print, copy, translate, reverse engineer, decompile, disassemble, modify, create derivative works of or publicly display the Services, including Educational Materials, in whole or in part, unless expressly authorized by this Agreement. Furthermore, you shall not use the Services to harm, threaten, or harass another person, organization, or U-M and/or to build similar websites or services.
2. We may monitor your use of the Services to assess compliance with the terms of this Agreement.
3. No ownership rights of U-M in the Services are conferred upon you by this Agreement. U-M retains all rights and interests in the Services and reserves all rights not expressly granted under this Agreement. You agree to secure and protect the Services in a manner consistent with the maintenance of U-M’s rights in the Services.
4. Your use of the Services or registration for the same, does not constitute or qualify you for enrollment as a student at the University of Michigan. Further, such use does not entitle you to use any resources offered by U-M for its students beyond what is included as Services in these Terms.
5. Unless otherwise stated, U-M makes no representation regarding the academic or professional value of any completion certificates or other records made available through the Services. Likewise, the Services are not, unless otherwise stated, designed to satisfy prerequisites for licensure or certification associated with any occupation in any state, district, or territory in the United States or those that may exist outside of the United States. Unless otherwise stated, participation in or completion of the Services does not confer any academic credit, and U-M has no obligation to you to seek recognition or an award of academic credit by any educational institution, employer, accreditor, or other entity.
6. U-M reserves the right to cancel, interrupt, reschedule, or modify any Services, including individual courses and content and assignments featured therein, at any time and for any reason. These modifications may include making changes to the point value or weight of any assignment, quiz, or other assessment. Notwithstanding the foregoing, U-M will take care to avoid modifications that could harm learners.

6. Code of Conduct

You are responsible for all data and content that you access from Services or create using the Educational Materials. In addition to any other terms and conditions of this Agreement, you agree to abide by our Learner Engagement Policy when participating in learning experiences made available through Michigan Online.

7. User Content

You are solely responsible for all video, audio, images, text, and other content uploaded, transmitted, or created by you through or with the Services (“User Content”). You represent and warrant that you own or have a license to use User Content and that the User Content does not violate the law or infringe, misappropriate, or violate the rights, including intellectual property rights, of any other person or entity. You must remove any User Content if you no longer have the rights to use the User Content.

U-M has no obligation to monitor User Content and is not liable to you or to any other person or entity for any content, information or misinformation contained in any User Content. U-M reserves the right to remove User Content without notice if it believes that the User Content violates these Terms. You are solely responsible for saving, storing and otherwise maintaining copies of User Content to prevent loss.

You grant U-M a fully paid up, non-exclusive, royalty-free, transferable, sublicensable, worldwide license to use, display, reproduce, modify, re-format, rearrange, distribute, and create derivative works of any User Content provided to or through the Services. This license is limited to the purposes of performing research into the effectiveness of the Services, improving the Services, evaluating the performance of users, making the Services available to other users, and other related educational purposes.

You grant other users a non-exclusive right to modify and adapt your User Content for educational purposes consistent with the course syllabus or other course materials, as applicable.

8. Third-Party Content

Through the Services, you may have the ability to access or use content created by other users or other third parties, including links to websites and services maintained by third parties. U-M cannot guarantee that such third-party content, in the Services or elsewhere, will be free of material you may find objectionable or otherwise inappropriate or free of malware or other contaminants that may harm your computer, mobile device, or any files therein. Privacy policies and practices for such linked websites may differ from our Privacy Policy. U-M disclaims any responsibility or liability related to your access or use of, or inability to access or use, such third-party content.

9. Security

U-M cares about your security. Please see our Privacy Policy for more details about how we protect your data. Any data downloaded from the Services by you may be used by you for personal and educational purposes only.

10. Disclaimer of Warranty and Limitation of Liability

The services are provided "as is" without warranty of any kind, either express or implied, including without limitation the implied warranties of merchantability and fitness for a particular purpose. U-M does not warrant that the functions contained in the services will meet licensee requirements or that operation will be uninterrupted or error free.

U-M shall not be liable for special, indirect, incidental, or consequential damages with respect to any claim on account of or arising from this Agreement or use of the Services, even if U-M has been or is advised of the possibility of such damages. Because some states do not allow certain exclusions or limitations on implied warranties or of liability for consequential or incidental damages, the above exclusions may not apply to you. In no event, however, will U-M be liable to you, under any theory of recovery, in an amount in excess of any fees paid by you for the Services under this Agreement.

U-M has no obligation to provide any maintenance, support, or update to the Services. Should U-M provide any revised versions of the Services, you agree that this license agreement applies to the revised versions.

If you are dissatisfied with the services for any reason, or with any of the terms and conditions of this agreement, your sole and exclusive remedy is to discontinue accessing and using these services.

11. Indemnification

You agree to hold U-M and its affiliates, agents, employees, and licensors harmless from and against any and all claims and expenses, including reasonable attorney fees, arising out of or related to your use of the Services, your violation of any law or regulation, your violation of any proprietary or privacy right, or your violation of this Agreement.

12. Suspension and Termination of Your Use of Services

You agree that if you breach this Agreement, U-M may take any available legal action to enforce its terms or otherwise. If you breach or violate the terms and conditions of this Agreement, your access to the Services and use of the Educational Materials may be suspended or terminated without prior notice to you. You acknowledge that if your access to or use of Services is suspended or terminated, you may no longer have access to the User Content you created.

U-M can terminate your use of the Services for any reason. As is detailed in Section 15, we may not be able to deliver the Services to certain regions or countries. U-M and our instructors, contributors, sponsors, other business partners, and their employees, contractors, and other agents shall not have any liability to you for any such action.

13. General

Your access to and use of Services are governed by this Agreement and any other terms agreed to in writing. In the event you have any questions about this Agreement, you should contact the University of Michigan’s Center for Academic Innovation.

If any part of this Agreement is determined to be invalid or unenforceable then the invalid or unenforceable provision will be deemed superseded by a valid enforceable provision that most closely matches the intent of the original provision, and the remainder of this Agreement will continue in effect. The failure of U-M to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. You are prohibited from assigning this Agreement or transferring your rights under this Agreement to anyone else, and any attempt by you to assign it shall be void from the beginning.

14. Governing Law

This Agreement shall be construed in accordance with the laws of the state of Michigan. Should you for any reason bring a claim, demand, or other action against U-M, its agents or employees, arising out of this Agreement or the Services licensed herein, you agree to bring said claim only in the Michigan Court of Claims.

15. Use Limitations Outside of the United States

You acknowledge that the Services are of United States origin. You agree to comply with all applicable international and national laws that apply to the Services, including the United States Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by the United States. We may not be able to deliver the Services to certain regions or countries for various reasons, including but not limited to export control regulations, internet access limitations, and restrictions from governments. U-M does not currently offer Services in the following areas:

• Iran
• Cuba
• Syria
• North Korea
• Crimea, Donetsk People’s Republic, and Luhansk People’s Republic regions of Ukraine

16. Miscellaneous

U-M reserves the right to modify these Terms at any time and without advance notice. Any changes to these Terms will be effective immediately upon posting on this page, with an updated effective date located at the top of this page. By continuing to use the Services after any changes have been made, you signify your agreement to the modified Terms.

This agreement represents the complete and exclusive statement of the agreement between U-M and you and supersedes all prior agreements, proposals, representations and other communications, verbal or written, between us with respect to use of the services.