THE AGREEMENT

The University of the Arts London (“UAL” “Our” “Us”) is a Higher Education Corporation, established by virtue of Section 121 of the Education Reform Act 1988. Statutory Instrument No. 1988 No.1799 acknowledges that the University is such a body, (listed under its former name of the London Institute). In May 2004, by Order of the Privy Council, the UAL changed its name to the University of the Arts, London.

Our main office is at 272 High Holborn, London, WC1V 7E. If you wish to contact us please go to the “Contact Us” page athttp://www.arts.ac.uk/contact/.

The following agreement (“this Agreement”) describes the terms and conditions on which UAL offers you access and use of material found on this website (“the Service”). This offer is conditional on your agreement to all the terms and conditions contained in this Agreement, including your compliance with policies, guidelines and terms linked by way of URLs in this Agreement (“Terms & Conditions of Service”).

By using the Service or by exercising any rights provided to parts of it, you accept and agree to be bound by the “Terms and Conditions of Service”. UAL only grants you the rights contained in this Agreement in consideration of your acceptance of the Terms and Conditions of Service.

Staff users with a UAL account are also bound by the Policies and Codes of Conduct agreed to during account creation. For staff these can be found at: http://www.arts.ac.uk/about/departments/is/itservices/itservicesforstaff/informationsecurity/.

Student users with a UAL account are also bound by the Policies and Codes of Conduct agreed to during account creation. For students these can be found at: http://www.arts.ac.uk/about/departments/is/itservices/itservicesforstudents/youraccount/.

The way the UAL treats and manages Intellectual Property created by staff and students is described in the UAL INTELLECTUAL PROPERTY RIGHTS (IPR): POLICY AND GUIDELINES which can be found at: http://intranet.arts.ac.uk/intellectual-property/.

If you do not agree to the Terms and Conditions of Service you should not use the Service and therefore decline this Agreement, in which case you are prohibited from accessing and/or using the Service. UAL may amend this Agreement at any time at its sole discretion, effective upon posting the amended agreement on the ALTO Service website No variation or counter offer of this Agreement will be accepted by UAL.

1. The Service

1.1 ALTO is a service to support and encourage staff and students at the UAL to share learning resources that they create and to collaborate in the development of new learning resources. ALTO has a mission to enable the free and open sharing of learning resources to support UAL staff and students engage with the global open education community.

1.2 You acknowledge that UAL is a service provider that may allow people to interact online regarding topics and content chosen by users of the Service, and that users can alter the Service environment on a real time basis. As part of the nature of the Service, UAL does not always or will not always be able to regulate the content/communications created and made available by users of the Service or otherwise. As a result UAL has limited control, if any, over the quality, morality, legality, truthfulness or accuracy of various aspects of the Service.

1.3 You acknowledge that: (1) by using the Service you may have access to graphics, sound effects, music, video, audio, computer programmes, animations, text and other creative output (“Content”); and (2) Content may be provided by UAL or by others such as the users of the Service (“Content Providers”).

1.4 You acknowledge that UAL and other Content Providers have rights in their respective Content under copyright and other applicable laws, and that except as described in this Agreement that such rights are not transferred by mere use of the Service. You accept full responsibility and liability for your use of any Content in violation of any such rights. You agree that your creation of Content is not in any way based upon any expectation of compensation from UAL. You acknowledge that this Agreement does not assign or transfer ownership, title or interest of the Intellectual Property rights in the Service to you.

2. Licences and IPR

2.1 Subject to the terms of this Agreement, UAL hereby grants you a non-exclusive, royalty free and revocable licence to access and use the Service and use the content in the Service in accordance with the Terms and Conditions of Service for as long as you are in compliance with such Terms & Conditions of Service.

2.2 Users of the Service can create Content in the Service in various forms. UAL acknowledges and agrees that, subject to the Terms and Conditions of Service, you will retain any and all applicable copyright and any other intellectual property rights with respect to any Content you create using the Service, to the extent that you have such rights under applicable law.

2.3 Notwithstanding the foregoing, you understand and agree that by submitting your Content to any area of the Service, you must choose one of the available Service licences for your Content and that you agree to be bound by the licence terms.

2.4 ALTO User Content Licences

The Service provides two types of licence for users to publish their Content, these are described below with weblinks to the full licence texts

2.4.1 UAL Commons Licence (Internal UAL Only)

This is based upon a Creative Commons Attribution, Non Commercial, Share Alike licence with additional clauses that:

• Restrict access and use to UAL staff, students and associates
• Prohibit distribution or performance to the public in any format or media

2.4.2 Creative Commons Licences (Open Web)

The Creative Commons licences that the ALTO service implements are listed at this location: http://creativecommons.org/licenses/

2.5 You agree to use all best efforts to ensure that your Content does not infringe any Intellectual Property rights of a third party.

2.6 You agree that even though you may retain certain copyright or other intellectual property rights with respect of the Content you create while using the Service, you do not own the account you use to access the Service, nor do you own any data UAL stores on UAL servers submitted by others. Your intellectual property rights do not confer ownership of others’ data stored by or on behalf of UAL.

3. ALTO Community Guidelines

3.1 You agree to read and comply with the following ALTO Community Guidelines

When using the Service you agree not to:

• upload or transmit any material which contains any bugs, viruses, worms, Trojan horses, or other harmful or disruptive elements; or
• disrupt, interfere with or restrict the use of our Service by other users; or
• reproduce or otherwise use any part of our Service in contravention of these terms and conditions; or
• impersonate any other person or "out" any other person or create a false identity or attempt to gain unauthorised access to any part of our Service including any other user's account; or
• upload, transmit or display any material which:
  • is false, obscene, sexist, homophobic, racist, defamatory, illegal, abusive, threatening, or otherwise discriminatory, offensive or objectionable; or
  • in our opinion is likely to bring us into disrepute or otherwise damage our reputation; or
  • does not comply with any applicable legal, statutory and regulatory requirements, including any applicable codes of practice; or
  • includes links to any other website containing material which, if it appeared on our Service, would be a breach of these terms and conditions.

We reserve the right at our absolute discretion to refuse, edit or remove any material or information uploaded, transmitted or displayed by you which in our opinion does not comply with these guidelines or is not otherwise suitable for our Service. However, we are under no obligation to moderate or monitor any material or information uploaded, transmitted or displayed by you or by other users of our website.

3.2 In addition to abiding at all times to the ALTO Community Guidelines and UAL Policies and Codes of Conduct you agree that you shall not: (a) take any action of upload post, e-mail or otherwise transmit Content that infringes or violates any third party rights; (b) impersonate any person or entity without their consent, including but not limited to a UAL employee, or falsely state or otherwise misrepresent your affiliation with a person or an entity; (c) upload, e-mail or otherwise transmit Content that violates any United Kingdom law or regulation; (d) upload, e-mail or otherwise transmit Content determined by UAL in its reasonable opinion to be libellous. You agree that UAL may take whatever steps it deems necessary to abridge, or delete material on the Service in its sole discretion, without notice to you.

4. Releases, Disclaimers of Warranties, Limitation of Liability and Indemnification

4.1 As a condition of access to the Service, you release UAL from claims, demands, damages of every kind and nature, known and unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way connected with any dispute you have or claim to have with one or more users of the Service. You further understand and agree that UAL will have the rights but not the obligation to resolve disputes between users relating to the Service.

4.2 Any Content, or other data residing on UAL’s servers or the Service may be deleted, altered, moved or transferred at any time for any reason at UAL’s sole discretion without notice and without liability to you or any third party.

4.3 UAL provides the Service and Content strictly on an “as is” basis and use of the Service and/or Content is at your own risk. UAL hereby expressly disclaims all warranties or conditions of any kind to the extent permitted by law, including without limitation any merchantability or fitness for a particular purpose. To the extent permitted by law, UAL accepts no liability for loss suffered or incurred by the user or any third party as a result of their reliance on the Service and/or Content.

4.4 To the extent permitted by law, in no circumstances will UAL be liable to you or you liable to UAL for any loss resulting from a cause over which UAL or you do not have direct control, including but not limited to failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems.

4.5 In no event shall UAL be liable to you or to any third party for any special, incidental, consequential, punitive or exemplary damages, including without limitation any damages for loss of profits arising (whether in contract, tort or otherwise) out or in connection with the Service and or Content. In addition, in no event will UAL’s cumulative liability to you for direct damages of any kind or nature exceed £50.00.

4.6 You agree to defend, indemnify and hold harmless UAL and users of the Service and Content from all damages, liabilities, claims and expenses, including without limitation reasonable legal fees and costs, arising from any breach of this Agreement by you, or from your use of the Service. You agree to defend, indemnify and hold harmless UAL from all damages, liabilities, claims and expenses, including without limitation reasonable legal fees and costs, arising from any claims by third parties that your activity or Content in the Service infringes upon or violates any of their intellectual property or proprietary rights.

5. Privacy

5.1 You acknowledge and agree that UAL, in its sole discretion, may track, record, observe or follow any and all of your interactions within the Service. UAL may share general, demographic or aggregated information with third parties about UAL’s user base and Service usage, but that information will not include or be linked to any personal information without consent. UAL agrees that when exercising these rights, it shall abide by the Data Protection Act, 1998 at all times.

6. Governing Law and Dispute Resolution

6.1 This Agreement and the relationship between you and UAL shall be governed by and construed in accordance with English law. You and UAL agree that any dispute arising out of or in connection with this Agreement will be subject to and within the jurisdiction of the English courts.

6.2 You and UAL agree to use best efforts to resolve disputes in an informal manner. Where you and UAL agree that a dispute arising out of or in connection with this Agreement would best be resolved by the decision of an expert, you and UAL will agree upon the nature of the expert required and together appoint a suitable expert by agreement.

6.3 Any person to whom a reference is made under Clause 6.2 shall act as expert and not as an arbitrator and his decision (which shall be given by him in writing and shall state the reasons for his decision) shall be final and binding on the parties except in the case of manifest error or fraud.

6.4 You and UAL shall provide the expert with such information and documentation as he may reasonably require for the purposes of his decision.

6.5 The costs of the expert shall be borne by you and UAL in such proportions as the expert may determine to be fair and reasonable in all circumstances or, if no determination is made by the expert, by you and UAL in equal proportions.

7. General Provisions

7.1 This Agreement constitutes the entire understanding and agreement between you and UAL with respect of the subject matter hereof.

7.2 The invalidity or unenforceability of any provision of this Agreement shall not affect the continuation in force of the remainder of this Agreement.

7.3 The rights granted to you or UAL arising under this Agreement shall not be waived except in writing. Any waiver of any of your or UAL’s rights under this Agreement or of any breach of this Agreement by you or UAL shall not be construed as a waiver of any other rights or of any other or further breach. Failure by you or UAL to exercise or enforce any rights conferred upon it by this Agreement shall not be deemed to be a waiver of any such rights or operate so as to bar the exercise or enforcement thereof at any subsequent time or times.

7.4 The section headings contained in this Agreement are for convenient purposes only and shall not affect the interpretation of this Agreement.

7.5 Where the context so implies, words importing the singular number shall include the plural and vice versa and words importing the masculine shall include the feminine and vice versa.

7.6 All or any of UAL’s rights and obligations under this Agreement may be assigned to a subsequent owner or operator of the Service in a merger, acquisition or sale of all or substantially all of UAL’s assets.

Acknowledgement

This Agreement incorporates content from a standard terms and conditions developed by www.Web2Rights.org.uk and is licensed under a Creative Commons Attribution-Non-Commercial 2.0 UK: England & Wales Licence