iLearn Collaborative Terms and Conditions
The following Terms and Conditions govern access by the user (“you” or “user”) to the iLearn Collaborative digital content and services listed on our website and delivered, where applicable, via a Learning Management System (together, our “Site”). The digital content and services include, but are not limited to, consulting services, training services, our website and user interfaces, all features and functionalities, instant streaming, and all content associated therewith (the “Services”). By using, visiting, or browsing the Site, or by ordering any of our Services, you accept and agree to be bound by these Terms and Conditions.
A. Changes to Terms and Conditions
The iLearn Collaborative (“iLC” or “we”) reserves the right, from time to time, with or without notice to you, to change these Terms and Conditions in our sole and absolute discretion. It is your sole responsibility to check the Site from time to time to view any such changes to these Terms. You will be deemed to have accepted such changes by continuing to use the Site and our Services. The most current version of these Terms and Conditions can be reviewed by visiting our website and clicking on “Terms and Conditions” located at the bottom of the pages of the Site. The most current version of the Terms and Conditions will supersede all previous versions.
B. Information about Us
Our Site is a web site operated by the iLearn Collaborative, located at 3461 Ringsby Court, Suite 315, Denver, CO 80216. If you would like information on how to contact us, click Contact Us.
C. Accessing Our Site
Access to our Site is permitted on a temporary basis, and we reserve the right to withdraw or amend the service we provide on our Site without notice. We will not be liable if for any reason our Site is unavailable at any time or for any period. From time to time, we may restrict access to some parts of our Site, or our entire Site. We have the right to terminate your access to the Site if we determine that you have failed to comply with any of the provisions of these Terms and Conditions. You are solely responsible for keeping confidential any password you may be granted to access our Site. We advise you not to share your password, payment methods or any other information associated with our Site or your account with anyone.
D. Use of Our Site
By accessing our Site you agree to use our Site, including all features and functionalities associated therewith and all content and software associated therewith, in accordance with all applicable laws, rules and regulations, including public performance limitations or other restrictions on use of the service or content therein. In addition, the following restrictions apply to your use of our Site:
(i) You shall not to upload, post, e-mail or otherwise send or transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with our Site;
(ii) You shall not to interfere with the servers or networks connected to any portions of our Site or to violate any of the procedures, policies or regulations of networks connected to our Site;
(iii) You shall not to impersonate any other person while using our Site, conduct yourself in a vulgar or offensive manner while using our Site, or use our Site for any unlawful purpose;
(iv) You shall not attempt to gain unauthorized access to our Site, the server on which our Site is stored or any server, computer, or database connected to our Site;
(v) You shall not use our Site in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
(vi) You shall not use our Site to send, knowingly receive, upload, download, use or reuse any material which does not comply with all relevant provisions of these Terms and Conditions;
(vii) You shall not use our Site to transmit, or procure the sending of, any unsolicited or unauthorized advertising or promotional material or any other form of similar solicitation (spam); or
(viii) You shall not use our Site to knowingly transmit any data; send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware, or any other malicious or harmful programs or similar computer code designed to attack our Site (via a denial-of-service attack or a distributed denial-of service attack); or otherwise adversely affect the operation of any computer software or hardware.
E. Services Delivery via an Alternative Site
At its sole discretion, and upon your request, iLC may allow you to access its Services via a Learning Management System that you license directly from a third-party provider. In this case, iLC will put forward its best efforts, with the support of your technical team and staff, to ensure that our Services function correctly in your system. Notwithstanding the foregoing, all terms and conditions related to the use of our Services on our Site apply to the use of our Services on any alternative site.
F. Materials and Services
These terms and conditions govern your use of iLearn’s Services (“Services”) through which you can use digital content, professional development courses, resources, and instructional and support services. Our Services are iLearn Collaborative Membership, Professional Development Courses, Professional Development Digital Content, iLearn Collaborative Digital Content Warehouse for K-12 Content, and Consulting Services.
The user shall pay iLearn for selected Services in accordance with the fee schedule set forth at the time of purchase.
H. Grant of Limited License to Use the Products and Services
Unless otherwise specified, the Services are for your use only and we grant you a limited, non-exclusive, non-transferable, license for that purpose. Except for the foregoing limited license, no right, title or interest shall be transferred to you. You may not modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any information contained on, or obtained from or through, the our Site, without our express written consent. You may not circumvent, remove, alter, deactivate, degrade or thwart any of the content protections on our Services. Any unauthorized use of the Services or its contents will terminate the limited license granted by us.
I. Intellectual Property
The trademarks, trade names, trade dress, logos, and service marks (collectively, the "Trademarks") displayed on this Site are the registered and/or unregistered Trademarks of iLC, or such third party that may own the displayed Trademarks. Nothing contained on this Site or in the Terms serves to grant to you, by implication or otherwise, any license or right to use any Trademarks displayed on this Site without the written permission of iLC or such third party that may own the displayed Trademarks.
Site Contents and Copyright
The text, Trademarks, logos, images, graphics, photos, video files, application functionality, or any other digital media, the Services available through our Site and their arrangement on this Site (“iLC Intellectual Property”) are all subject to patent, copyright, trademark and other intellectual property protection. Unless otherwise specified, iLC Intellectual Property may not be copied for commercial use or distribution, nor may iLC Intellectual Property be modified, processed, or reposted to other websites for commercial purposes without our written permission. Access is granted to this Site solely for your use of iLC services for information, education and communication with iLC. You may download copy or print the content of this Site for non-commercial use only. No right, title or interest in any of the Content of this Site is transferred to you as a result of any downloading, copying, printing or use of this Site. All such rights in iLC Intellectual Property not expressly granted by iLC are reserved. You are not permitted to modify the paper or digital copies of iLC Intellectual Property, or to use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
J. Our Liability
Commentary, testimonials, reviews, and other materials posted on our Site along with the Services themselves are not intended to amount to advice on which reliance should be placed. We therefore disclaim all liability and responsibility arising from any reliance placed on such materials by any visitor to our Site, or by anyone who may be informed of any of its contents. Any of the material on our Site may be out of date at any given time, and we are under no obligation to update such material.
Our liability for losses you suffer as a result of us breaching this agreement, including deliberate breaches, is strictly limited to the purchase price of the Service you purchased.
(a) Disclaimers of Warranties and Limitations on Liability
BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, iLC’S, ITS AFFILIATES’, AGENTS’, LICENSORS’ AND SUPPLIERS’ DAMAGES IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
You agree to defend, indemnify and hold harmless iLC, its affiliates, and its and their officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to reasonable attorney's fees) arising from: (i) your use of and access to the Site; (ii) your violation of any term of these Terms of Service; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that any Response submitted by you causes damage to a third party. This defense and indemnification obligation will survive these Terms and Conditions and your use of the Site.
K. Transfer of Rights and Obligations
These Terms and Conditions and any Contract between you and us is binding on you and us and on our respective successors and assigns.
You may not transfer, assign, change, or otherwise dispose of these Terms and Conditions or a Contract, or any of your rights or obligations arising under them, without our prior written consent. We may transfer, assign, charge, sub-contract or otherwise dispose of these Terms and Conditions or a Contract, or any of our rights or obligations arising under them, at any time.
If we fail, at any time during the term of a Contract, to insist upon strict performance of any of your obligations under the Contract or any of these Terms and Conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract or these Terms and Conditions, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations. A waiver by us of any default shall not constitute a waiver of any subsequent default.
No waiver by us of any of these Terms and Conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.
If any of these Terms and Conditions or any provisions of a Contract are determined by any competent authority to be invalid, unlawful, or unenforceable to any extent, such term, condition, or provision will to that extent be severed from the remaining terms, conditions, and provisions which will continue to be valid to the fullest extent permitted by law.
N. Notice and Consent to Electronic Communications.
When you visit this Site or send e-mails to us, you are communicating with us electronically. By using this Site, you consent to receive communications from us electronically, including, without limitation, e-mail and text messages. We will communicate with you by e-mail, text messaging or by posting notices to your account on our Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement for enforceability purposes, including the enforcement of electronic signatures.
O. Law and Jurisdiction
Contracts for the purchase of Products and Services through our Site and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) will be governed by and construed in accordance with the laws of the state of Colorado, without regard to conflict of laws provisions and shall be subject to the non-exclusive jurisdiction of the courts of Colorado.
P. Entire Agreement
These Terms and Conditions and any document expressly referred to in them represent the entire agreement between us in relation to the subject matter of any Contract and supersede any prior agreement, understanding, or arrangement between us, whether oral or in writing.
We each acknowledge that, in entering into a Contract, neither of us has relied on any representation, undertaking, or promise given by the other or be implied from anything said or written in negotiations between us prior to such Contract except as expressly stated in these Terms and Conditions.
Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date of any Contract (unless such untrue statement was made fraudulently) and the other party's only remedy shall be for breach of contract as provided in these Terms.
Q. Terms and Conditions for Specific Services
Additional terms and conditions apply for specific services. If you choose to utilize a specific Service, you agree to be bound by the corresponding additional terms and conditions, specified below.
(i) Benefits - Member benefits are specified here. Membership dues and benefits are subject to change at any time and without notice
(ii) Term - The membership term is one (1) year, beginning with and including the month the annual dues payment is received. Membership dues are nonrefundable.
(iii) Benefit Activation - All membership benefits are valid only during the membership term. Activation of some benefits may require action from the member.
S. Professional Development Courses
These terms and conditions apply to the courses in this catalog.
(i) Payment - Payment must be received prior to enrollment in a course and is non-refundable.
(ii) Pre-Requisites - In order to enroll in intermediate or advanced courses, the educator must have demonstrated mastery of beginner concepts. Mastery may be demonstrated through either the successful completion of beginner courses, an iLC placement test, or via another process mutually agreed upon with district leadership.
(iii) College Credit - Educators wishing to receive college credit for the course must complete the appropriate university enrollment process and pay appropriate fees directly to the university, prior to starting the course. For Western State University, see here.
(iv) Course Access - Access to the course content, the facilitator, peer forums, and any synchronous sessions will be open for the duration of the course, as determined during the enrollment process and typically 3-6 weeks. If the educator is unable to complete the course in the designated time frame, iLC may, at its sole discretion, allow the educator to re-enroll for a $50 administrative fee. Re-enrollment, if permitted, may or may not be for a consecutive period of time.
(v) Distribution – iLC reserves the right to select the technology used to deliver the course, unless another technology is mutually agreed upon with the LEA.
(vi) Digital Content Usage - The digital content may be used exclusively to promote the individual educator's learning. The educator agrees that he or she will not distribute the digital content, and that he or she may not rent, lease, lend, sell, redistribute or sublicense the digital content. The educator may not copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the digital content, any updates, or any part thereof.
(vii) Conduct - The educator is expected to participate in peer discussions and forums in a professional manner. If participation is deemed unprofessional, iLC reserves the right to dis-enroll the educator.
(viii) Certificate of Completion - The educator will receive a certificate of completion at the conclusion of each course if they receive a passing grade of 80% or better. This certificate may be used towards re-certification and is typically worth 15 clock hours for a 3-week course. If the educator did not receive a passing grade of 80% or better, and would like to try again, they may request to re-enroll in the course for a $50 administrative fee. Re-enrollment, if permitted, may or may not be for a consecutive period of time.
T. Professional Development Digital Content
These terms and conditions apply to the digital content in this catalog.
iLC owns all proprietary rights, including patent, copyright, trade secret, trademark and other proprietary rights, in and to the Licensed Materials as delivered. The Licensed Materials shall remain the property of iLC and the user holds no ownership rights to said items. iLC is responsible for ensuring that it has the right to license content to the user and that all content is free and clear from any copyright or other monetary claims and agrees to defend, indemnify, defend, and hold the user harmless from and against all suits or claims for infringement of any copyrights or other intellectual property right of any kind or nature arising therefrom.
This license is non-transferable. The user agrees that it will not distribute the Licensed Materials, and that it may not rent, lease, lend, sell, redistribute or sublicense the Licensed Materials. The user may not copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Licensed Materials, any updates, or any part thereof.
Upon the termination of the License Agreement for whatever reason, the License granted to the user pursuant to this Agreement shall automatically and immediately terminate. The user shall immediately discontinue its use of the Licensed Materials and shall promptly take all steps to refrain from further use of the Licensed Materials.
(iii) Content Customization
The user may elect to revise the Licensed Materials or make additions to the Licensed Materials (collectively “Content Enhancements”) at its sole discretion provided that it agrees that (a) the user may only use the Content Enhancements to provide professional development to educators exclusively employed or directly contracted by the user and (b) iLC may incorporate the Content Enhancements, at its sole discretion, into the Licensed Materials that are sold to other clients. The user agrees to take such steps as are necessary or reasonably requested by iLC to ensure that iLC can access and utilize the Content Enhancements, including without limitation obtaining assignments from the user’s employees, agents, and independent contractors of any intellectual property rights such employee, agent, or independent contractor may otherwise have or claim in the Content Enhancements.
The user agrees to maintain an active iLC membership. For avoidance of doubt, failure to maintain an active membership is a breach of the terms and conditions for the Professional Development Digital Content and could eliminate the right to retain and utilize the licensed materials, at iLC’s sole discretion.
The user may only utilize iLC-certified facilitators to deliver professional development programs utilizing the Licensed Materials. The requirements for iLC certification will be agreed to and specified in the order form but typically involve the completion of a 5 or 6 course series in the target subject matter. The user will therefore pay the required fees in order to obtain appropriate certification for facilitators as needed.
(vi) New Course Creation
The user may choose to partner with iLC to create new digital content (“Content”) to support professional development programs. The user and iLC shall jointly own all intellectual property rights with respect to the Content developed under this Agreement, in whatever form or medium it may be created, including without limitation all copyrights, patents, trade secrets, trademarks, and other intellectual property related to the Content. Each party agrees to take such steps as are necessary or reasonably requested by the other party to ensure that the Content is jointly owned by both of the parties, including without limitation by obtaining assignments from that party’s employees, agents, and independent contractors of any intellectual property rights such employee, agent, or independent contractor may otherwise have or claim in the Content. Each party may use the Content at any time and in any way it sees fit to further its respective interests, including without limitation (a) by licensing others to use the Content, without payment to the other party to this Agreement, (b) by selling that party’s rights to the Content, provided such sale does not affect the ownership rights of the other party to this Agreement, and (c) by making derivative works from the Content, provided, however, that neither party shall have any ownership rights in any derivative works created from the Content by the other party. Except with respect to the Content, neither party shall have or gain any rights in any intellectual property of the other party by virtue of this Agreement, and all copyrights, patents, trade secrets, trademarks, and other intellectual property (other than the Content) owned by one party will continue to be owned solely by that party. Notwithstanding the foregoing, neither party shall have the right to utilize the logo or branding materials of the other party unless mutually agreed in writing.
For avoidance of doubt, iLearn Collaborative partners with districts to capture education best practices and share them with other schools and districts. We reserve the right to make any courses co-created together, either in whole or in part, available in our professional development catalog and for licensing by other districts.
U. Digital Content Warehouse for K-12 Content
These terms and conditions apply to the digital content in this catalog.
The user agrees to maintain an active iLC membership. For avoidance of doubt, failure to maintain an active membership is a breach of the terms and conditions for the Digital Content Warehouse and could eliminate the right to access the materials, at iLC’s sole discretion.
iLC agrees to provide a complimentary 12-week course on how to create high quality digital content and the user agrees to require any staff that intend to submit content to the Digital Content Warehouse participate in this course or request a placement waiver from iLC staff based on demonstrated experience in digital content creation.
The user agrees to contribute at least 1 high quality, unique course (as defined in iLC’s training) for every 2,000 students served, with a minimum requirement of 1 course and a maximum requirement of 4 courses, every twelve months. Should the user be unable to meet this requirement, it may instead pay fees that support content curation efforts, according to the current fee schedule.
(iv) Content Usage
Content usage is governed by the Creative Commons Attribution-ShareAlike 4.0 International License.
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. If you remix, transform, or build upon the material, you must distribute your contributions under the same license as the original. You may not apply legal terms or technological measures that legally restrict others from doing anything the license permits. No warranties are given. The license may not give you all of the permissions necessary for your intended use. For example, other rights such as publicity, privacy, or moral rights may limit how you use the material.
Please read the license in full detail to know your rights.
V. Consulting Services
(i) Services – These terms and conditions apply to these services.
(ii) Usage - Any Services provided are for the user’s exclusive use, and any materials, conclusions, and recommendations are not to be distributed to other parties without iLC’s consent, which will not be unreasonably withheld
(iii) Statement of Work - Each consulting project will be mutually agreed in writing in a Statement of Work that sets forth a complete, sufficiently detailed description of the types of Services to be rendered; the applicable billing rates for the Services to be rendered (Services Fees); and any additional terms and conditions to which the parties agree.
(iv) Change Requests - The parties contemplate that it may be desirable to make changes to the Statement(s) of Work. Before performing any work associated with any such change, a written Change Order shall set forth the necessary revisions to the Statement(s) of Work, and the parties, shall agree in writing that such work constitutes a change from the original Statement of Work, as amended, and that they further agree to the change provisions set forth in the Change Order. Each Change Order shall be numbered serially and executed by an officer of iLearn Collaborative.
(v) Warranties - iLC warrants that the Services to be provided under this Agreement shall be performed in a professional manner conforming to generally accepted industry standards and practices. The user agrees that iLC’s sole and exclusive obligation with respect to the Services covered by this limited warranty shall be, at iLC’s sole discretion, to correct the nonconformity or to refund the Services Fees paid for the affected consulting services.