This Membership Agreement governs your membership in the DD Learning Center community, allowing you access to the membership portions of the website located at https://www.uclearning.org (the “Website”). This Membership Agreement is in addition to the Terms of Use and the Privacy Policy applicable to the Website. The Website is operated by United Charitable, Inc. (“UNITED CHARITABLE”). 

Access and use of all levels of membership portions of the Website are provided by UNITED CHARITABLE to you on condition that you accept the terms and conditions of this Membership Agreement and of the Terms of Use and by accessing or using the membership portions of the Website that you subscribed to.  If you do not agree to accept and abide by this Membership Agreement and the Terms of Use, you should not access or use the membership portions of the Website. In the event of any inconsistency between this Membership Agreement and the Terms of Use, the terms of this Membership Agreement shall govern. 

UNITED CHARITABLE reserves the right, in its discretion, to change or modify all or any part of this Membership Agreement at any time, effective immediately upon notice published on the Website. Your continued use of the membership portions of the Website after such notice constitutes your binding acceptance of the terms and conditions in this Membership Agreement, including any changes or modifications made by UNITED CHARITABLE as permitted above. If at any time the terms and conditions of this Membership Agreement are no longer acceptable to you, you should immediately cease use of the membership portions of the Website. 

Use of Content 

You acknowledge that the Website contains or may contain information, photographs, illustrations, audio files, video files, and other material (collectively, “Content”) which is protected by copyright, trademark or other proprietary rights of UNITED CHARITABLE.  You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, display, reverse engineer or in any way exploit any of the Content, in whole or in part, except as otherwise expressly permitted in this Membership Agreement and any other agreement entered into at the time such Content was downloaded (such as the License Agreement).  You may download Content only in accordance with the terms of your level of membership and the then applicable License Agreement. 

Registration Data and Account Security 

In consideration of your use of the Website, you agree to: (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Website (“Registration Data”); (b) maintain and promptly update the Registration Data, and any other information you provide to UNITED CHARITABLE , to keep it accurate, current and complete; (c) maintain the security of your password and identification; (d) ensure that you exit from your account at the end of each session; (e) notify UNITED CHARITABLE immediately of any unauthorized use of your account or other breach of security; (f) accept all responsibility for any and all activities that occur under your account; and (g) accept all risks of unauthorized access to the Registration Data and any other information you provide to UNITED CHARITABLE. 

Rules of Conduct 

You agree that you will not use the Website for any purpose that is unlawful or not permitted by this Agreement. By way of example, and not as a limitation, you agree that when communicating via the Website, you shall not do any of the following:
– Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy) of others.
– Publish, post, distribute or disseminate any defamatory, infringing, obscene, pornographic, sexual, indecent or unlawful material or information.
– Upload or otherwise transfer files that contain viruses, corrupted files or any other similar software or programs that may damage or inhibit the operation of another computer.
– Advertise or offer to sell any goods or services or conduct or forward surveys, contests or chain letters.
– Download any file posted by another user of a Forum that you know, or reasonably should know, cannot be legally distributed in such manner.
– Use any communications or Licensed Content or other information obtained through the Website in a manner that is competitive with the Website or UNITED CHARITABLEs business. 

You acknowledge that Forums and Comments Threads are public and not private communications. Further, you acknowledge that no communication of a third party is endorsed by UNITED CHARITABLE and no communication of a third party may be considered reviewed, screened or approved by UNITED CHARITABLE . As explained below, UNITED CHARITABLE reserves the right for any reason to remove without notice any communication or other material posted to the Website. 

You also agree not to use the Website in any manner that could damage, disable, overburden, or impair the Website or interfere with any other party’s use and enjoyment of the Website. You also agree not to attempt to gain unauthorized access to any other UNITED CHARITABLE member accounts, computer systems or networks associated with the Website. You also agree not to obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Website. 

Managing Content 

UNITED CHARITABLE does not and cannot review all communications uploaded to the Website and is not responsible for the content of such communications. Notwithstanding the foregoing, UNITED CHARITABLE reserves the right to delete, move or edit any communication that it may determine, in its sole discretion, violates or may violate this Membership Agreement or is otherwise unacceptable. You shall remain solely responsible for all communications made under your Member Name. 

Confidential Information 

You acknowledge that the Confidential Information (defined below) which you obtain through the entering into of this Membership Agreement and the use of the Website constitutes valuable, confidential, proprietary information of UNITED CHARITABLE , and you agree that during the term of this Membership Agreement and thereafter you shall not, without the express written consent of UNITED CHARITABLE , use or disclose to any other person any such Confidential Information, except as specifically authorized under this Membership Agreement or as required by applicable law.  For the purposes of this Membership Agreement, “Confidential Information” means any and all data, information, documents or materials relating to the business and management of UNITED CHARITABLE , its members or licensees, that is designated as confidential or ought reasonably to be considered confidential, including but not limited to: their business model and operations, processes, products, designs, pricing, promotions, business plans, business opportunities, finances, research, development, know-how, trade-secrets, training materials, personnel, clients, methodologies, Website content belonging to others and other intellectual property. 

Indemnity 

You agree to indemnify, defend and hold UNITED CHARITABLE , and its directors, officers, employees, partners and agents (collectively, the “UNITED CHARITABLE Parties”) harmless from and against any and all claims, liability, losses, costs and expenses (including lawyers’ fees on a solicitor and client basis) incurred by any UNITED CHARITABLE Party in connection with: (i) any use or alleged use of the Website under your Member Name by any person, whether or not authorized by you; (ii) or resulting from any communication made under your Member Name; or (iii) any breach by you of this Membership Agreement. UNITED CHARITABLE reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with UNITED CHARITABLE’s defense of such claim. 

Term and Termination 

This Membership Agreement is effective until terminated. You may terminate this Membership Agreement at any time by emailing info@unitedcharitable.org or by such other means of written notice acceptable to UNITED CHARITABLE which enables confirmation of your identity and your intention to terminate. UNITED CHARITABLE reserves the right, in its sole discretion, to restrict, suspend or terminate your right to access the membership portions of the Website at any time for any reason without prior notice or liability. UNITED CHARITABLE may change, suspend or discontinue all or any aspect of the Website at any time, including the availability of any feature, database, or Content, without prior notice or liability. 

UNITED CHARITABLE may also terminate or suspend your access to the membership portions of the Website for inactivity, which is defined as failing to access the membership portions of the Website for an extended period of time, as reasonably determined by UNITED CHARITABLE . 

Termination of this Membership Agreement does not relieve you of your responsibilities to pay any amounts due to UNITED CHARITABLE under this Membership Agreement or your obligations to not use the membership portions of the Website or any Licensed Content other than in the manner permitted under this Membership Agreement or any other agreement entered into at the time such Licensed Content was downloaded (such as a License Agreement). Termination of this Membership Agreement shall operate without prejudice to the UNITED CHARITABLE rights, defenses and limitations of liability provided under this Membership Agreement, which rights, defenses and limitations of liability shall survive termination of this Membership Agreement. 

Upon termination of your access to the membership portions of the Website, you agree to forfeit all download credits remaining in your account. 

DISCLAIMER OF WARRANTIES 

THE WEBSITE, INCLUDING ANY CONTENT CONTAINED THEREIN, ARE PROVIDED “AS IS” WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. UNITED CHARITABLE DOES NOT REPRESENT OR WARRANT THAT THE SITE OR THE CONTENT WILL MEET YOUR REQUIREMENTS OR THAT THEIR USE WILL BE UNINTERRUPTED OR ERROR FREE. 

UNITED CHARITABLE DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE OR ANY CONTENT AVAILABLE FOR DOWNLOADING THROUGH THE SITE WILL BE FREE OF VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. 

LIMITATION OF LIABILITY 

YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THE WEBSITE INCLUDING WITHOUT LIMITATION ANY OF THE CONTENT OR INFORMATION CONTAINED THEREIN. 

IN NO EVENT SHALL UNITED CHARITABLE OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, LICENSORS OR AGENTS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS MEMBERSHIP AGREEMENT, INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE WEBSITE, THE CONTENT OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF UNITED CHARITABLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.  IN ANY EVENT, UNITED CHARITABLE TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THIS MEMBERSHIP AGREEMENT OR IN RESPECT OF THE USE OR EXPLOITATION OF ANY OR ALL PART OF THE SITE OR THE CONTENT IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO FIFTEEN ($15.00) US DOLLARS. 

SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE LIABILITY OF UNITED CHARITABLE OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS, OR AGENTS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. 

Age and Responsibility 

You represent and warrant that you are of sufficient legal age to use the Website and to create binding legal obligations for any liability you may incur as a result of the use of the Website. You agree to be responsible for all of your use of the Website (as well as for use of your Member Name and password(s) by others, including without limitation, minors living with you). You agree to supervise all usage by minors of the Website under your name or account. 

Applicable law 

This Membership Agreement will be governed under the laws of the State of Virginia and the federal laws of the United States of America applicable therein (without reference to conflicts of laws principles). You hereby irrevocably submit to the exclusive jurisdiction of the Virginia Courts in the United States of America with respect to the subject matter of this Membership Agreement. You consent to service of any required notice or process upon you by email, registered mail or overnight courier with proof of delivery notice, addressed to the address or contact information provided by you at the time you are first granted access to the membership portions of the Website, or such other address as you may advise us in writing to use, from time to time.  If UNITED CHARITABLE is obligated to go to court, rather than arbitration, to enforce any of its rights, or to collect any fees, you agree to reimburse UNITED CHARITABLE for its legal fees, costs and disbursements if UNITED CHARITABLE is successful. 

General 

You specifically agree and acknowledge that you have, in addition to the terms of this Membership Agreement, reviewed the terms of the License Agreement and any other agreements which may be incorporated by reference therein, and to the extent of their incorporation herein you agree to be bound by them. UNITED CHARITABLE’s failure to insist upon or enforce strict performance of any provision of this Membership Agreement shall not be construed as a waiver of any provision or right. 

If any provision or part thereof of this Membership Agreement is wholly or partially unenforceable the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place thereof an enforceable provision or provisions, or part thereof, that as nearly as possible reflects the terms of the unenforceable provision or part thereof. This Agreement is personal to you and is not assignable by you without UNITED CHARITABLE’s prior written consent. UNITED CHARITABLE may assign this Agreement without your consent to any other party so long as such party agrees to be bound by its terms. 

Contact 

If you have concerns relating to the Website or this Membership Agreement, please contact UNITED CHARITABLE at info@unitedcharitable.org. 

Acknowledgement 

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS MEMBERSHIP AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND UNITED CHARITABLE , WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND UNITED CHARITABLE RELATING TO THE SUBJECT OF THIS MEMBERSHIP AGREEMENT. 

 

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