Populi

Populi Customer Terms of Service

Date of Last Revision: October 17, 2013

Welcome to Populi! We, Populi, Inc., (“Populi”) provide our college management system and related services through our website located at www.populiweb.com (our “Site”) and our mobile device application (“App”). We also make our system and related services available through our customers’ websites (“Customer Sites”). Please read these Terms carefully because they govern your use of our Services (as defined below).

“Plain-language” summaries (“This means that…” sections) are provided for your convenience and are not legally binding. Make sure you read these Customer Terms of Service for the complete terms of your institution’s relationship to Populi.

Section 1: Terms of Service

This means that…

By signing up your school for a Populi Customer Account, you bind your school to the terms described in these Customer Terms of Service (CTOS). Sometimes we’ll update Populi, and these CTOS covers those updates, too. We may also need to update these CTOS, and we’ll let you know when we do. Additionally, these CTOS bind anyone at your school who uses Populi to our Authorized Use Policy (AUP).

1.1 About these Terms:

These Terms (including our Acceptable Use Policy) apply to our education institution customers (“Customers”) which have engaged Populi to provide our college management system and related services.

Use of our Services by our Customers’ Authorized Users is governed by our Acceptable Use Policy. A Customer’s “Authorized Users” are persons who have been granted access by the Customer to access and use the Services via a unique login (a username and password). Authorized Users include:

  • Employees and consultants (including teachers and administrators)
  • Prospective, enrolled, and former students
  • Any other users of the Customer Site who have been granted user access by the Customer
1.2 Agreement to Terms:

By establishing a Customer Account (as defined below), you agree to be bound by these Terms. If you don’t agree to these Terms, do not use the Services. You are accessing and using the Services on behalf of a company or education institution (such as your employer) or other legal entity, and consequently you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. “You” and “your” will refer to that company or other legal entity.

1.3 Changes to Terms:

We may modify the Terms at any time, in our sole discretion. If we do so, we’ll let you know either by posting the modified Terms on the Site or through other communications. It’s important that you review the modified Terms because if you continue to use the Services after we’ve let you know that the Terms have been modified, you are indicating to us that you agree to be bound by the modified Terms. If you don’t agree to be bound by the modified Terms then you may no longer use the Services.

Section 2: Populi Account Set-Up

This means that…

So your school can use Populi, you need to set up a Populi Customer Account. Your users will need to have Populi User Accounts in order to use Populi.

To use the Services, including enabling us to implement and operate your instance of the Services, you’ll have to create a Populi customer account (your “Customer Account”). To create a Customer Account, you must complete the Populi Customer Account Signup process or sign a written Implementation Agreement.

In addition, each of your Authorized Users will have to create a unique Populi user account to use certain features of the Services, including the Populi section of your Customer Site.

As part of the Customer Account signup process, and from time to time via the Services, you will designate one or more of your Authorized Users as your “Account Admin(s)” or “Billing Contact(s)”. “Account Admins” can access and manage all aspects of your Customer Account and your Customer Content (defined below). "Billing Contacts" (and others whom you may specify) will be notified concerning invoices for payments owed to Populi.

You agree and acknowledge that each user login may only be used by one (1) person and sharing of user logins (including passwords) is not permitted. You may create separate logins, and designate as many Authorized Users as are necessary for the effective use of the Services. You will not create a login to the Services for, or otherwise provide access to the Services to, any representative(s) of any competing software distributor or vendor.

We reserve the right to maintain our own logins and user accounts for your Customer Site in order to provide the Services, including to assist with your support requests.

Section 3: Our Services

This means that…

The service we provide includes our website, customer support, various tools that help you use Populi, and, of course, Populi itself. It’s entirely your responsibility as to how you use Populi and the content you store in it.

3.1 About our Services:

Our "Services" include:

  • Our Site
  • The Populi college management system as may be updated by us from time to time
  • Any related tools and services made available by us via the Customer Site, or via any application programming interface (“API”)
  • Any related tools or services provided by us, including implementation, data migration and management, customer support, our iPhone app, and our API
3.2 Legacy Data Import:

Populi may, at its option, agree to import certain academic, admissions, financial, and library data or other Content (as defined in our Acceptable Use Policy) provided by you into the Services during the initial implementation process and to make such data available to you and your Authorized Users via the Services. Any such import of data on your behalf is subject to Populi’s then-current policies with respect thereto and you shall comply with Populi’s instructions with respect to the data (including with respect to your provision of the data in particular formats).

3.3 Management of Your Customer Account and Customer Content

Once you have established your Customer Account and Customer Site has been made available, you will be solely responsible for managing your Customer Account and your Customer Content (defined below), and access permissions with respect to the Services and your Customer Content for all other Authorized Users, via the Services. Without limiting the foregoing, you will be solely responsible for:

  • Enabling other users to establish user accounts and become Authorized Users
  • Enabling such Authorized Users to access the Services
  • Granting user permissions to each of your Authorized Users to access the Services and your Customer Content using the "User Roles" feature of the Services

You acknowledge and agree that certain of your Authorized Users depending on the access permissions associated with their user roles (including your Authorized Users who have been designated as your “Account Admins”) will be able to permit access (and set access permissions) to the Services and your Customer Content for other users.

“Customer Content” means any Content (as defined in our Acceptable Use Policy) that you or your Authorized Users upload to, or make available through, the Services (including any data or other Content imported into the Services on your behalf, Bookstore Content (as defined in our Acceptable Use Policy) and the User Content (as defined in our Acceptable Use Policy) of your Authorized Users).

3.4 Customer Support for You and Your Authorized Users

For Your staff and/or employees, “Customer Support” includes:

  • General technical support
  • General support by email or telephone. Such support will be available Monday through Friday, 6 a.m. to 5 p.m. Pacific Time, excluding U.S. holidays
  • Online customer support resources

For Your students, “Customer Support” includes:

  • General support by email. Such support will be available Monday through Friday, 6 a.m. to 5 p.m. Pacific Time, excluding U.S. holidays.
  • Online customer support resources

We reserve the right to refer any support request received from Your students back to one of Your employees. You shall not distribute the Populi Customer Support phone number or the phone numbers of any Populi employee to Your students.

“Customer Support” does not include:

  • Customized development
  • Special projects
  • API custom reports
  • Research requests
  • Performing tasks for You, Your employees, or Your students in order to "lighten" Your workload
  • Other specialized requests outside of Populi’s normal functionality or requests for support for other software
3.5 Data Backups

Your “Account Admins” may download a copy of your Customer Content using the functions provided in the “Backups” tab of your Customer Account.

3.6 Feature Requests and Feedback

We welcome feedback, comments, and suggestions for improvements to the Services (“Feedback”). We make no guarantees that We will design, build, or implement into the Services any features or ideas requested or inspired by your Feedback. If you provide us any Feedback, you agree that we may use, copy, modify, create derivative works of and otherwise exploit the Feedback for any purpose. You also agree that you shall not be entitled to any remuneration, discount, or any other kind of benefit beyond the enhancement of the Services.

Section 4: General Conditions for Access to and Use of the Services

This means that…

You are fully responsible for what your school and your authorized users do with Populi. We are neither liable nor responsible if you break the law, violate these CTOS, or violate another person's rights.

You are responsible for all activity occurring in connection with your, and your Authorized Users’, use of the Services, whether or not you know about such activity. You will ensure that all Authorized Users comply with these Terms. You will promptly notify us of any suspected or alleged violation of these Terms including any unauthorized use of any password, your Customer Account, any Populi user account, or any other known or suspected breach of security. You will cooperate with us with respect to: (a) investigation of any suspected or alleged violation of these Terms and (b) any action to enforce these Terms. We may suspend or terminate any Authorized User’s access to the Services in the event that we reasonably determine that such Authorized User has violated these Terms.

We cannot and will not be held liable in any way for loss or damage resulting from your failure to comply with these Terms. We are not responsible for any lack or diminishment of functionality, usefulness, accessibility, or clarity of the Services or your Customer Content arising out of your or your Authorized Users’ not using, or improper use of, the Services, or your or your Authorized Users’ failure to report errors, interruptions of service, or other problems to us via the Customer Support resources provided in the Services.

You understand that if you are in breach of these Terms (including for non-payment) or if you cancel or terminate your instance of the Services, your Authorized Users will no longer be able to access and use the Services.

Section 5: Privacy Policy and Sample Customer Privacy Policy

This means that…

You should read our Privacy Policy so you understand what information we collect from you and how we use it.

Please refer to our Privacy Policy for information on how we collect, use and disclose information from our users.

In connection with your use of the Services and on your behalf, we will collect and/or maintain certain personally identifiable information (including education records) about or related to your Authorized Users (collectively “Authorized User Data”). We will use the Authorized User Data only to provide the Services to you. You agree that you will (i) use the Authorized User Data in accordance with all applicable laws and (ii) make available a privacy policy to your Authorized Users via your Customer Site that details your practices related to the collection, use, and sharing of Authorized User Data and that contemplates our collection of and access to Authorized User Data as a third party service provider.

Section 6: Pricing and Payment

This means that…

We charge you for your use of Populi every month. This section tells you exactly how we determine what you pay us. Make sure you understand how our pricing and payment terms work!

The Services are made available under the following pricing and payment terms:

6.1 Pricing Plans

During set-up of your Customer Account, you will choose one of our published pricing plans (“Plans”), available at http://www.populi.co/pricing. Each Plan consists of:

  • A monthly fee (the “Base Rate”)
  • A monthly per-Billable Student fee (the “Student Price”) where “Billable Students” are all students (whether full-time, part-time, or auditing) who are enrolled in at least 1 of your courses for 7 or more calendar days in a given calendar month (or in a course that lasts for 7 or fewer calendar days), including any Populi user accounts you created for testing purposes (e.g. a fictitious student created for testing purposes).
  • A monthly allotment of free data storage capacity with respect to data or other Content uploaded to the Services by or on behalf of you and your Authorized Users in any month (“File Storage”)
  • A monthly allotment of free Text Messages. Each such free Text Message enables you to send 1 Text Message to 1 text notification number without charge. For example, if you send 1 Text Message to 100 text notification numbers, that counts as 100 Text Messages. Text Messages do not roll over from one month to the next.

Your “Account Admin(s)” or “Billing Contact(s)” may view your Plan or request to change your Plan at any time by following the instructions provided in the “Payment Settings” tab of your Customer Account.

6.2 Fees Payable by You

You will pay us the following fees on a monthly basis:

  • Base Rate: You will pay the Base Rate for every month beginning as of the “Effective Date” named in the Implementation Agreement between you and us or as of the "Start Date" described when you set up your Customer Account.”
  • Student Fee: You will pay the Student Fee every month beginning as of the date your instance of the Services is implemented (i.e., the date your unique instance of the Services (your Populi website) is available via your Customer Site). The “Student Fee”, payable by you in any month, is equal to the number Billable Students from the previous month multiplied by the Student Price specified in your Plan.
  • File Storage Charge: If the data or other Content uploaded to the Services by or on behalf of you and your Authorized Users in any month exceeds the allotment of free File Storage specified in your Plan, you will pay a pro-rata “File Storage Charge” with respect to such excess data according to our then-current published File Storage rates.
  • Text Messaging Charge: If the number of Text Messages sent by you in any month exceeds the allotment of free Text Messages specified in your Plan, you will pay a “Text Messaging Charge” with respect to each such excess Text Message according to our then-current published Text Messaging rates.
6.3 Invoices & Payment

We will electronically issue to you invoices in U.S. dollars for the sum of the Base Rate, Student Price, any File Storage Charges, any Text Messaging Charges, and any Late Fees (as defined below).

You will pay all amounts payable under these Terms in U.S. dollars and in full, without deductions of any kind (including for taxes or duties or bank or other fees). You are solely responsible for, and will promptly pay, all taxes and duties of any kind (including but not limited to sales, use and withholding taxes) associated with these Terms or your or your Authorized Users’ use of the Services.

You will pay all amounts payable under these Terms on or before the due date shown on each invoice. Any payment not received by us within [ten (10)] days of the due date specified in the invoice will incur interest at a rate of 3% per month, or the maximum rate allowed by law, whichever is lower (“Late Fees”).

6.4 Charge Disputes; No Refunds; Pricing Changes

If you wish to dispute any of the charges on your invoice, you must inform us of such dispute before the payment due date shown on the invoice by contacting Populi Customer Support via email at support@populi.co. Without exception, there will be no refunds, prorations, or credits for any partial months of service or for months of service in which you change your Plan. We may change our Plans and prices at any time but we will give you 90 days advance notice of any such change.

Section 7: Cancellation and Termination

This means that…

If you want to cancel your user account, please let us know. We may change or discontinue—we don’t intend to, but things happen—Populi, and we are not liable to anyone if we do so. If you cancel your account, it’s up to you to download your Content before you do so.

7.1 By You

You may cancel your use of the Services at any time by sending an email to us at support@populi.co. You must clearly state in your cancellation email the date you wish to terminate your use of the Services (“Cancellation Date”).

7.2 By Us

Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion. We reserve the right to refuse you access to the Services for any reason (including non-payment). Any suspected fraudulent, abusive, or illegal activity may be grounds for termination of your use of Service and may be referred to appropriate law enforcement authorities. We will not be liable to you or any third party for any modification, suspension or discontinuation of the Services.

7.3 What will Happen on Cancellation or Termination

Immediately, if terminated by us, or on the Cancellation Date, if terminated by you, we will terminate your and your Authorized Users’ access to and use of the Services. Without limiting the foregoing, we will deactivate all sections of your Customer Site and all associated Services and you will no longer be able to access any Customer Content. Where terminated by you for any reason, or by us for any reason, the calendar month in which the Cancellation Date or other date of termination falls will be billed as a full month of service.

7.4 Removal and Recovery of Customer Content

You can remove your Customer Content at any time by specifically deleting it but you acknowledge that your Customer Content may remain in archived/backup copies for our records or as otherwise required by law. You are solely responsible for downloading a copy of your Customer Content from the Services before the Cancellation Date or other date of termination.

Section 8: Warranty Disclaimers

This means that…

Populi is what it is. It’s not something else, and you understand that. To use Populi, you’ll need things like a computer and internet connection—and those are entirely your responsibility. To get Populi from us to you, a bunch of third parties have to get involved, and we can’t vouch for how good a job they’ll do.

The Services and Content are provided “AS IS,” without warranty of any kind. Without limiting the foregoing, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Content.

You understand that the processing and transmission of the Services, including your Customer Content, may be transferred unencrypted and involve:

  • Transmission over various intermediary networks
  • Various changes to conform and adapt to technical requirements of connecting networks or devices
  • Transmission to our third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Services.

We do not warrant, nor are we responsible for, the quality, integrity, security, and condition of any intermediary networks, devices, or services used to connect you with the infrastructure required to provide the Services.

8.1 Text Message Disclaimer

You acknowledge and understand that we do NOT currently allow you to access any 911 or similar emergency services (no traditional 911, E911, or similar access to emergency services). The Services are not intended to replace any primary phone service, such as a traditional landline or mobile phone, that may be used to contact emergency services. You acknowledge and understand that Text Messages sent via the Services can only be delivered to mobile numbers on U.S. and Canadian carriers.

Section 9: Indemnity

This means that…

If something goes really wrong between you and another party, we are not liable.

You will indemnify, defend and hold harmless Populi and its affiliates and licensors, and each of their respective officers, directors, employees and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) access to or use of the Services or Content by you and your Authorized Users, (ii) your Customer Content, (iii) violation of these Terms (including our Acceptable Use Policy) or applicable law by you or your Authorized Users, or (iv) any dispute between you and any of your Authorized Users.

We will promptly notify you of any claim subject to the above conditions. Our failure, if any, to promptly notify you will only affect your obligations under the above conditions to the extent that our failure affects your ability to defend the claim. You may: (a) use counsel of your own choosing (subject to our written consent) to defend against any claim; and (b) settle the claim as you deem appropriate, provided that you obtain our prior written consent before entering into any settlement. We may also participate in the defense and settlement of the claim at any time at our own cost. If we or any other indemnified person are obligated to respond to a third party subpoena or other compulsory legal order or process described above, you will also reimburse us for reasonable attorneys’ fees, as well as our time and materials spent responding to such at our then-current hourly rates.

Section 10: Limitation of Liability

This means that…

We are not liable to you for more than $100 if things go really wrong between you and us.

NEITHER POPULI NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT POPULI HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

IN NO EVENT WILL POPULI’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT EXCEED ONE HUNDRED DOLLARS ($100). THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN POPULI AND YOU.

Section 11: General Terms
This means that…

These CTOS define our relationship. If either you or us differ on something, we’ll both appeal to these CTOS to figure it out. You can’t give your rights and responsibilities described here to someone else without our permission, but we may transfer our obligations to another party if we need to (say, we sell the company).

These Terms and any action related thereto will be governed by the laws of the State of Idaho without regard to its conflict of laws provisions.

These Terms constitute the entire and exclusive understanding and agreement between Populi and you regarding the Services and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Populi and you regarding the Services and Content. If there is any conflict between these Terms and the AUP, these Terms will govern. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

You may not assign or transfer these Terms, by operation of law or otherwise, without Populi’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Populi may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

Any notices or other communications provided by Populi under these Terms, including those regarding modifications to these Terms, will be given by Populi: (i) via email; or (ii) by posting to the Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

Populi’s failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Populi. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

Contact Information

If you have any questions about these Terms, please contact Populi at:

info@populiweb.com
877-476-7854
P.O. Box 9481
Moscow, ID 83843