(Revised 26 August 2016)
1. Introduction; Changes
We may make changes to the Agreements at any time, but will alert you that we are doing so by giving notice via the Services or by some other means. By registering for, accessing or using any Services after any changes have been made, you signify your agreement to the modified Agreements and all of the changes, which will be effective immediately unless we notify you of a later effective date. If the changes are not acceptable to you, you should discontinue use of the Services.
Through the Services, HBX offers online courses, programs or other offerings in specific areas of study or on particular topics (each, a “Program”). HBX reserves the right to cancel, interrupt or reschedule any Program or modify its content as well as the point value or weight of any assignment, exam or other evaluation of progress that may be provided in connection with any Program. Programs are subject to the Agreements, including without limitation the Warranty Disclaimer and Limitation of Liability sections below.
HBX may offer a credential or other acknowledgment for participants who have satisfactorily demonstrated mastery of the Program material. The decision to award any such credential or other acknowledgment to a given participant will be solely within the discretion of HBX. HBX may choose not to offer any credential or other acknowledgment for some Programs. In addition, HBX may decide in its sole discretion whether to provide a record concerning a participant’s performance in a Program. The format of any credential or other acknowledgment, and of any record of performance, provided by HBX relating to the Programs will be determined by HBX in its sole discretion and may vary from Program to Program.
You agree that you are responsible for your own use of the Services and for your User Content, as well as any content of others that you submit, post, contribute, publish or distribute on any of the Services. “User Content” includes all content, in whatever format, submitted, posted, contributed, published or distributed on any of the Services by a user, including but not limited to all notes, questions, answers, comments, text, pictures, videos and file uploads. In some Programs, such as those on HBX Live, users may contribute by speaking or appearing on camera, and User Content may include transmissions or recordings of a user’s voice and/or image. You agree that you will use the Services in compliance with the Agreements and all applicable local, state, national and international laws, rules and regulations, including privacy and copyright laws, any laws regarding the transmission of technical data exported from your country of residence, and all United States export control laws.
THE FOLLOWING KINDS OF CONTENT (“PROHIBITED CONTENT”) ARE STRICTLY PROHIBITED ON THE SERVICES:
1. Content that defames, harasses, discriminates against, harms or threatens others;
2. Content that discusses illegal activities, with the intent to commit them;
3. Content that infringes or misappropriates intellectual property rights;
4. Content that you do not have the right to disclose;
5. Profane, pornographic, obscene, indecent or unlawful content;
6. Advertising or any form of commercial solicitation;
7. Content related to partisan political activities; and
8. Content that contains intentionally inaccurate information or that is posted with the intent of misleading others.
HBX reserves the right to remove Prohibited Content of which it becomes aware, but is under no obligation to do so.
In addition, you agree not to (a) use any of the Services in any manner intended to damage, disable, overburden or impair any part of any of the Services or the computer equipment or network(s) connected to any of the Services or to disrupt or interfere with any Program or any other user's use and enjoyment of any of the Services; (b) attempt to gain unauthorized access to any of the Services, other accounts, computer equipment or networks connected to any of the Services through hacking, password mining or any other means; (c) obtain or attempt to obtain any materials or information on or via any of the Services not intentionally made available through the Services; (d) copy or use any portion of any of the Services other than as expressly allowed under the Agreements; (e) use any high volume, automated, or electronic means to access any of the Services (including without limitation robots, spiders or scripts); (f) frame any of the Services, place pop-up windows over its pages, or otherwise affect the display of its pages; or (g) force headers or otherwise manipulate identifiers in order to disguise the origin of any communication transmitted through any of the Services.
If you participate in any Program, you agree to complete all work, including any exams, associated with each Program in which you may be enrolled with your own, original work and only your own, original work, and you agree not to engage in any activity that would dishonestly improve your results, or improve or hurt the results of others. In addition, unless otherwise stated in the respective Program, you agree that any exams, quizzes or questions provided in connection with each Program are for your individual use only. Copying, capturing, transmitting or providing all or any part of the exams, quizzes or questions to any other person infringes HBX’s rights and is strictly prohibited. HBX reserves the right to pursue any and all legal remedies against you if you violate this Agreement.
4. User Accounts and User Registration
In order to participate in most Services, you must register for a personal account on the relevant Service (a “User Account”) by providing an email address and a password for your User Account, as well as any additional information required herein or on the relevant Service. If a virtual classroom program, such as HBX Live, is offered by HBX, participants in the virtual classroom program may not be required to register for a User Account. Instead, HBX may choose to provide such participants with separate credentials necessary to register for and access the program (a “Login Credential”). You agree that you will never divulge or share access or access information to your User Account or Login Credential with any third party for any reason. You also agree that you will create, use, and/or access only one User Account or Login Credential, and that you will not access the Services using any User Account or Login Credential other than your own.
You agree to notify us immediately upon becoming aware of or suspecting any unauthorized use of your User Account or Login Credential. We will not be responsible for any loss or damage arising from unauthorized access to your User Account or Login Credential.
In registering for a User Account or obtaining a Login Credential, or completing an application and registering for a Program, you may be prompted or required to enter additional information, including but not limited to your name and location. Additional information may be required to confirm your identity, and different or additional information may be required depending on your use of the Services or enrollment in Programs. You warrant that all such information provided by you is accurate, current, complete, and complies with your obligations under the Agreements. You also agree to maintain and update such information to keep it accurate, current and complete. You acknowledge that if any such information provided by you is untrue, inaccurate, not current or incomplete, we reserve the right to terminate your use of any or all of the Services, in our sole discretion.
If you are admitted to an HBX Program, or as part of your registration, you may be required to submit a headshot photo of yourself (via webcam or such other method as HBX may require). You may also be subject to spontaneous identity verification checks throughout the applicable Program. The authentication of your identity may be performed by an HBX third party service provider.
5. License Grant to You; HBX's Intellectual Property Rights
“HBX Content” means all content or other material, in whole or in part, available through the Programs or otherwise via the Services, including but not limited to lectures, speeches, discussions, comments, video lessons, quizzes, tests, presentation materials, homework assignments, programs, code, and other images, text, layouts, arrangements, displays, illustrations, documents, materials, audio and video clips, HTML and files. All HBX Content is the property of HBX and/or its affiliates or licensors and is protected by copyright, patent and/or other proprietary intellectual property rights under United States and foreign law.
HBX logos, trademarks and service marks that may appear in the Services ("Marks") are the property of HBX and are protected under United States and foreign laws. All other trademarks, service marks and logos used in the Services, with or without attribution, are the trademarks, service marks or logos of their respective owners.
HBX and/or its affiliates and licensors reserve all rights not expressly granted herein to the Programs, Services, HBX Content, and Marks.
6. User Submissions
The Services may also provide you with ability to upload or send information to HBX regarding the Services (“Feedback”). By submitting Feedback, you hereby grant HBX an irrevocable license to use, reproduce, modify, adapt, make derivative works of, distribute, publicly perform, publicly display and otherwise disseminate and make available such Feedback, in any manner or medium now known or later developed, and to authorize others to do the foregoing.
Unless otherwise expressly agreed in writing by HBX, full payment for participation in a Program is required at the time of registration. Specific payment requirements and related terms may be provided to you at the time of registration on the applicable Program-specific web page or otherwise on the applicable Service.
If you withdraw before the start of a Program, you may be eligible, in HBX's discretion, for a refund of all or part of course expenses, minus a processing fee. If you withdraw after the start of the Program, or if you are found to be in violation of the Agreements or any other HBX or Program-specific policy, you will not be issued a refund unless HBX elects to do so.
If your participation in a Program is being sponsored by your employer or Home Institution, the terms and conditions of HBX's agreement with your employer or Home Institution will govern payment and refunds to the extent different from those set forth herein.
9. Termination of Services
You agree that HBX, in its sole discretion, may terminate your use of any or all of the Services or your participation in any Program, for any reason or no reason, and that HBX shall not have any liability to you for any such action; provided, however, that if HBX terminates your participation in a Program other than for cause (including, without limitation, your failure to comply with any term of the Agreements), you will receive a pro-rata refund of any fees you paid in connection with the Program. Without limiting any of HBX’s other rights or remedies, it is HBX's policy to terminate in appropriate circumstances users of the Services who are repeat copyright infringers. HBX will not be required to provide you any service or engage in any activity (including but not limited to providing you Programs and/or credentials or acknowledgements relating to same) if HBX believes that the service or activity may violate any applicable law or regulation. You further acknowledge that for the purpose of any Program your sole relationship with HBX is as defined in the Agreements. Termination does not give rise to any right to any grievance or other resolution process for student disputes at Harvard Business School, or any other school, division, institute or program of or associated with Harvard University. You agree that HBX has the right to cancel, delay, reschedule, or alter the format of any Program at any time. If you no longer wish to participate in any Program or use any of the Services, you may terminate your participation upon notice to HBX. The rights granted to you hereunder will terminate upon any termination of your right to use the Services or your participation in a Program, but the other provisions of the Agreements will survive any such termination.
The Services may include hyperlinks to websites or applications maintained or controlled by others. HBX is not responsible for and does not routinely screen, approve, review or endorse the contents or use of any of the products or services that may be offered at these websites or applications. If you decide to access linked third-party websites or applications, you do so at your own risk.
Account registration and participation in any Program or other Service is generally restricted to those individuals 18 years of age or older who are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties herein. Individuals under 18 years of age but 13 years of age or older may be able to register for an account and participate in certain Programs or Services in limited instances in our discretion. In those cases, we may have additional requirements for registration or access, including, for example, approval of a parent or other authorized person. By registering for or participating in a Program or Service, you hereby represent that (i) you are 18 years of age or older and have the authority and legal capacity to enter into the Agreements, or (ii) you are 13 years of age or older, you are only registering for or accessing a Program or Service that we have expressly allowed people between 13 and 18 years of age to register for or access, and all additional requirements (such as parental approval) that we have established for registration or access by such people have been met. No one under the age of 13 years may participate in any Program or download or access any Service. In addition, those who wish to register and participate in any Program or other Service must meet any other minimum requirements set forth in the Agreements. Programs may have additional eligibility or admission requirements, as specified on the applicable Program section of the Services. If you do not qualify or do not agree to these terms, you may not use the Services.
12. Choice of Law; Dispute Resolution
You agree that the Agreements and any claim or dispute arising out of or relating to the Agreements, any Program or other Service, or any content obtained from or through any of the Services will be governed by the laws of the Commonwealth of Massachusetts, excluding its conflicts of law principles. You agree that all such claims and disputes will be heard and resolved exclusively in the federal or state courts located in and serving Middlesex or Suffolk County, Massachusetts, U.S.A. You consent to the personal jurisdiction of those courts over you for this purpose, and you waive and agree not to assert any objection to such proceedings in those courts (including any defense or objection of lack of proper jurisdiction or venue or inconvenience of forum).
13. Disclaimers of Warranty; Limitations of Liability
EXCEPT INSOFAR AS THE FOLLOWING LIMITATION MAY BE PROHIBITED BY APPLICABLE LAW, HBX SHALL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, PUNITIVE, SPECIAL OR INCIDENTAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR EARNING POWER, LOSS OF DATA, LOSSES DUE TO ERRORS OR INTERRUPTION IN AVAILABILITY OF ANY SERVICES, UNAVAILABILITY OF ANY PROGRAM, SERVER OR COMMUNICATIONS FACILITY, OR DAMAGES DUE TO ACTS OR OMISSIONS OF OTHERS USING ANY SERVICE OR PARTICIPATING IN A PROGRAM), ARISING OUT OF OR RELATING TO THE AGREEMENTS, THE SERVICES OR THE PROGRAMS, INCLUDING WITHOUT LIMITATION YOUR AND OTHERS' USE OF OR INABILITY TO USE ANY SERVICE, OR YOUR PARTICIPATION IN ANY PROGRAM, OR YOUR SUBMISSION OR USE OF USER CONTENT, OR OTHERS’ USE OF YOUR USER CONTENT, OR YOUR INTERACTION WITH OTHER PROGRAM PARTICIPANTS (WHETHER ONLINE OR IN PERSON), OR YOUR RELIANCE UPON INFORMATION OBTAINED FROM OR THROUGH ANY PROGRAM OR SERVICE, WHETHER BASED IN CONTRACT, TORT, STATUTORY OR OTHER LAW. HBX'S TOTAL CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THE AGREEMENTS, THE SERVICES OR THE PROGRAMS (INCLUDING, WITHOUT LIMITATION, IN THE WAYS DESCRIBED IN THE PRECEDING SENTENCE), WHETHER BASED IN CONTRACT, TORT, STATUTORY OR OTHER LAW, WILL NOT EXCEED THE GREATER OF (1) THE TOTAL AMOUNT OF FEES RECEIVED BY HBX FROM YOU OR ON YOUR BEHALF FOR OR IN CONNECTION WITH THE SERVICES AND ANY PROGRAMS IN ANY TWELVE MONTH PERIOD OR (2) U.S.$100. THE DISCLAIMERS AND LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WHETHER OR NOT HBX HAS BEEN NEGLIGENT OR OTHERWISE AT FAULT.
FOR PURPOSES OF THE FOREGOING DISCLAIMERS AND LIMITATIONS, AS WELL AS THE INDEMNITY IN SECTION 14 BELOW, “HBX” INCLUDES THE CORPORATE BODY PRESIDENT AND FELLOWS OF HARVARD COLLEGE, ALSO KNOWN AS HARVARD UNIVERSITY, AND ITS VARIOUS SCHOOLS (INCLUDING BUT NOT LIMITED TO HARVARD BUSINESS SCHOOL), THE MEMBERS OF ITS GOVERNING BOARDS, AND ITS OFFICERS, FACULTY MEMBERS, EMPLOYEES, AGENTS, CONTRACTORS, AND REPRESENTATIVES.
CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THE LAWS OR REGULATIONS OF THESE JURISDICTIONS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
You agree to indemnify and hold harmless HBX (as defined for this purpose in Section 13 above) from any and all claims, liabilities, damages, losses and expenses, including reasonable attorneys' fees and costs, relating to or arising out of (a) your use or attempted use of any of the Programs or other Services in violation of the Agreements; (b) your violation of any law or rights of any third party; or (c) information or content that you post or otherwise make available through any Program or otherwise via any of the Services, including without limitation any claim of infringement or misappropriation of intellectual property or other proprietary rights.
15. Release and Waiver
For certain Programs, you may be required to take one or more exams at a designated test site (each, a “Test Site”). A Test Site may be operated by third parties and not by HBX. Going to and using a Test Site may involve risks not found in study conducted solely online. You are responsible for making your own investigation of those risks and assuming them knowingly and willingly.
You agree, on behalf of yourself and your family, heirs and personal representative(s), that your only recourse if you are injured or otherwise suffer harm in connection with taking exams at Test Sites will be against the applicable Test Sites, those working for or in concert with such Test Sites, or third parties not described in the following sentence. To the maximum extent permitted by law, you hereby release, hold harmless and agree to indemnify HBX, Harvard Business School and Harvard University, and its and their officers, governing board members, faculty, employees, agents and representatives, from and against any present or future claims, losses, liabilities, costs and expenses for injury to person or property, and any other damage, which you may suffer, or for which you may be liable to any other person, related to your taking exams at Test Sites (including travel to and from Test Sites), resulting from any cause, including but not limited to negligence on your part or on the part of any of the released parties.
16. Copyright Policy
Copyright owners who believe their material has been infringed on any of the Services should contact Harvard's DMCA agent as specified at www.harvard.edu/reporting-copyright-infringements.
HBX may freely transfer or assign any portion of its rights or delegate its obligations under the Agreements. You may not transfer or assign, by operation of law or otherwise, any portion of your rights or delegate your obligations under the Agreements without the prior written consent of HBX, and any attempted such transfer or assignment shall be void and of no effect.