Version Number 18.001
Publication Date: April 28, 2018

These terms of use constitute the entire agreement between you and Rockcliffe University Consortium in relation to your use of this website service and supersede all previous agreements in respect of your use of these services.

By using this website service, you are deemed to have read, and agreed to, in full that the provisions, exclusions, and limitations of liability set out in this website’s terms of use are reasonable.  If you disagree with any part of these terms of use, please do not use our website.

Interpretation

The following terminology applies to these Terms and Conditions, Privacy Statement and Disclaimer Notice and any or all Agreements:

“Rockcliffe”, “The Company”, “Ourselves”, “We” and “Us”, refers to Rockcliffe University Consortium and any agents authorized to act on behalf of Rockcliffe University Consortium.

“Client”, “You” and “Your” refers to you, the person accessing this website service and accepting Rockcliffe’s terms and conditions.

“Website”, “Community”, “Service”, “Website Service”, and “Community Service”  refers to this website, and other related websites, mobile applications, virtual environments, and other social meeting spaces, which collectively form a single service and for which Rockcliffe has direct control to administrate.

“Non-Commercial” and “Non-Commercial Activity” refers to any personal or business activity that is operated based on a cost-recovery of materials, exclusive of labour, basis only.

“Commercial” and “Commercial Activity” refers to any personal or business activity that is operated based on a cost-recovery of time and materials basis.

“For-Profit” and “For-Profit Activity” refers to any personal or business activity that would normally be considered a taxable income or benefit unless it is specifically exempted by law.

“On-Campus” refers to any activity which occurs in proximity to a Rockcliffe service offering, community resource, event location, hosted environment that allows for synchronous or asynchronous communications and engagement.

“Off-Campus” refers to any activity which does not occur in proximity to a Rockcliffe service offering, community resource, event location, hosted environment that allows for synchronous or asynchronous communications and engagement.

“User Content” refers to any material, including without limitation text, images, audio material, video material and audio-visuals, that you submit to this service, for whatever purpose.

Introduction

Welcome to our community.

Rockcliffe University Consortium is a non-profit public benefit corporation and is not organized for the private gain of any person. It is organize under the Nonprofit Public Benefit Corporation Law within the state of California for public purposes.  The specific purpose of this corporation is to provide collaboration, integration, and educational services to other universities, non-profits, and research organizations seeking to develop expertise in virtual organizational design and leadership

Rockcliffe provides a collection of services based on open source and third party applications to provide support in the development of improved quality of service within the educational, business, and research areas of practice. This website is built upon the collective effort of Rockcliffe volunteers and community members.

This website contains material which is owned by, or licensed to, Rockcliffe. This material includes, but is not limited to, the design, layout, look, appearance and graphics.

The content of the pages of this website is for your general information and use only. It is subject to change without notice.

User License Provisions

Acceptable use

You may use content from the website for your own non-commercial or public benefit use so long as appropriate attribution is provided as to the source. At a minimum, attributions should contain a direct reference to Rockcliffe and the URL the material was extracted from. Where possible, APA citation should be used as the preferred method of citing attributions.

We encourage you to:

• Blog about our content;
• Tell all your friends about us;
• Link to any page of this website;
• Republish reasonable extracts, citations, and references of materials available for public use;
• Show any material from the website in public forums, class projects, workshops, or demonstrations;
• Create derivate works based on materials available for public use;
• Contribute to the Rockcliffe community;
• Make use of the service in a responsible manner that protects the safety and integrity of our information systems, systems availability, data, and users.

Use Restrictions

The target audience for this website and its services are adult education instructors, students, and researchers. While some specific projects may be designed for use in a K-12 setting, the service itself is for the aimed at the people organizing and delivering these projects, not the individual participants of the projects themselves. As such we require you need to be at least 16 years old to register for and use the Service.

Any material which is accessible without a username and password is considered available for public use under a fair use provision with some restrictions. We require, unless Rockcliffe permission is obtained in advance, that you do not engage in the following:

• Replicate, or mirror, the form, structure, and/or content of the service in whole or in part;
• Sell, rent or sub-license material from the website;
• Reproduce, duplicate, copy or otherwise exploit material on this website for a commercial purposes; or
• Edit or otherwise modify any material on the website;
• Use, or contribute to, the service in any way that causes, or may cause, damage to the service or impair its availability;
• Use, or contribute to, the service to engage in unlawful, illegal, fraudulent or harmful activities;
• Use, or contribute to, the service to facilitate unsolicited commercial communications and marketing;
• Use, or contribute to, the service to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software;
• Conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting);

Accessibility

Rockcliffe reserves the right to restrict access to any and areas of this website and related services at Rockcliffe’s discretion.

If Rockcliffe provides you with a user ID and password to enable you to access restricted areas you must ensure that the user ID and password are kept confidential.  You agree to notify us immediately of any unauthorized use of your password and/or account. Rockcliffe will not be responsible for any liabilities, losses, or damages arising out of the unauthorized use of your member name, password and/or account.

Rockcliffe may suspend, or disable, your user ID and password in Rockcliffe University Consortium’s sole discretion without notice or explanation. Notwithstanding, reasons for disabled accounts will generally be due to one of the following reasons:

• Violation of Terms of Use;
• Violation of Privacy Policy;
• Violation of Non-Discrimination Policy;
• Violation of Code of Conduct Policy (both on-campus and off-campus);
• Failure to fulfill a contractual obligation to Rockcliffe; and/or
• Creating, or contributing to, a poisoned working environment that adversely impacts the well-being of the Rockcliffe Community or closely related communities which Rockcliffe members are actively involved (both on-campus and off-campus);

Availability

Unless otherwise stated, the services featured on this website are available on a global basis.  All advertising is intended irrespective of local jurisdiction. You are solely responsible for evaluating the fitness for a particular purpose of any information, products, or services available through this site.  The Company does not warrant that the service from this site will be uninterrupted, timely or error free, although it is provided to the best ability.

User content

Opinions, advice, statements, offers, or other information or content made available through the Service, but not directly by Rockcliffe, are those of their respective authors, and should not necessarily be relied upon.  Such authors are solely responsible for such content.  Rockcliffe does not guarantee the accuracy, completeness, or usefulness of any information on the Service and neither does the Company adopt nor endorse, nor is the Company responsible for, the accuracy or reliability of any opinion, advice, or statement made by parties other than Rockcliffe.

You are solely responsible for the User Content that you post, upload, link to or otherwise make available via the service.  Your user content must conform to the following guidelines.

You will not post information that is:

• illegal or unlawful,
• infringes any third party’s legal rights, and
• capable of giving rise to legal action whether against you, or Rockcliffe, or a third party (in each case under any applicable law).
• malicious, false or inaccurate;
• copyrighted or subject to third party proprietary rights, including privacy, publicity, trade secret, etc., unless you are the owner of such rights or have the appropriate permission from their rightful owner to specifically submit such content;
• abusive, threatening, obscene, defamatory, libellous, or racially, sexually, religiously, or otherwise objectionable and offensive;

Rockcliffe reserves the right to determine whether any of your User Content submissions are appropriate and comply with this Terms of Use. Rockcliffe reserves the right to edit or remove any material submitted to this website, or stored on Rockcliffe’s servers, or hosted or published using this service at Rockcliffe’s discretion.

Notwithstanding Rockcliffe’s rights under this terms of use, Rockcliffe does not undertake to monitor the submission of such content to, or the publication of such content on, this website or related services.

Privacy

We are committed to protecting your privacy. Authorized employees within the company on a need to know basis only use any information collected from individual customers. We constantly review our systems and data to ensure the best possible service to our customers. Specific offences for unauthorised actions against computer systems and data will be investigated with a view to prosecuting and/or taking civil proceedings to recover damages against those responsible

The Company respects the privacy of its users. Please refer to the Company’s Privacy Policy (found here: http://www.urockcliffe.com/privacy-policy/) which explains how we collect, use, and disclose information that pertains to your privacy.  When you access or use this service, you signify your agreement to this Privacy Policy.

Rockcliffe is currently engaged in complying with the EU General Data Protection Regulation. We are making every effort to ensure that our vendors are providing us with updated software that is in compliance with the new regulations. If there is a concern about any information we are holding please contact our Privacy Officer.

Confidentiality

Client records are regarded as confidential and will not be divulged to any third party, without your consent unless Rockcliffe is legally compelled to do so by the appropriate authorities. Community members have the right to request copies of any and all client records we keep, provided we are given reasonable notice of such a request (normally 10 business days).

Clients are requested to retain copies of any literature issued in relation to the provision of our services. Where appropriate, we shall issue Client’s with appropriate written information, handouts or copies of records as part of an agreed contract, for the benefit of both parties.

We will not sell, share, or rent your personal information to any third party or use your e-mail address for unsolicited mail without your consent. Any emails sent by this Company will only be in connection with the provision of agreed services and products.

Technology Provisions

You consent to Rockcliffe’s use of the following technology provisions in accordance with the terms of Rockcliffe’s privacy policy.

User Consent To Receive Communications In Electronic Form

You consent to receive communications from Rockcliffe in an electronic form via the email address you provided as part of the registration process. Registered members of Rockcliffe agree to automatically opt-in to electronic communications related to account status, billing, Terms of Use, agreements, notices, disclosures, and product notifications related to the general usage of the Service. You agree that all such communications provided to you electronically satisfy any legal requirement that such communications would satisfy as if it were in writing.

All other electronic communications including information about Rockcliffe and special offers are provided on a voluntary opt-in basis requiring your consent. You may opt out of such email by changing your account settings or sending an email to opt-out@urockcliffe.com.

The foregoing does not affect your non-waivable rights.

Cookies

Like most interactive web sites, Rockcliffe’s website uses cookies to enable us to retrieve user details for each visit. Cookies are used in some areas of our site to enable the functionality of this area and ease of use for those people visiting. 

Log Files

We use IP addresses to analyse trends, administer the site, track user’s movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information. Additionally, for systems administration, detecting usage patterns and troubleshooting purposes, our web servers automatically log standard access information including browser type, access times/open mail, URL requested, and referral URL. This information is not shared with third parties and is used only within this Company on a need-to-know basis. Any individually identifiable information related to this data will never be used in any way different to that stated above without your explicit permission.

Links to Other Sites

As part of the Service, Rockcliffe may provide links to content, or items belonging to, third parties either directly or as part of user content uploaded by community members. Rockcliffe has no control over these third party assets. Such third party products and services are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by Rockcliffe on an ongoing basis. As a result, Rockcliffe cannot be responsible for any third part information or services accessed.

Inclusion of, linking to, any third party site or service does not imply approval or endorsement thereof by Rockcliffe.

If you decide to access these third party services you do so at your own risk and you should be aware that our terms and policies no longer govern. Opinions expressed, or material appearing on such websites are not necessarily shared or endorsed by us and Rockcliffe should not be regarded as the publisher of such opinions or material.

We encourage our users to be aware when they leave our site & to read the privacy statements of these sites. You should evaluate the security and trustworthiness of any other site connected to this site or accessed through this site yourself, before disclosing any personal information to them.

Financial Provisions

Some services provided by Rockcliffe require that a contract is established between Rockcliffe and our Clients. All terms refer to the offer, acceptance and consideration of payment necessary to undertake the process of our assistance to you, the Client, in the most appropriate manner.

Payment

Cheque, credit card, Purchase Orders, and paypal transfers are all acceptable methods of payment.

Our terms vary by the type of product or service being offered.

• Point of sale transactions, for example membership dues, VCOs, vanity merchandise, and other transactions that are paid for based on a bill of sale, require payment in advance;
• Sponsorships for conferences and other events which happen on a specific schedule must be paid in full prior to the first day of the event;
• Subscription services, such as monthly VCO purchases or hosting services, must be paid in advance at the beginning of each month;
• Business services transactions, for example client liaison services, game development, project management, research support, and other transactions that are paid for based on the submission of a time and materials invoice, have terms requiring a 20% retainer on deposit upon signing of the contact and invoices due on a Net-30 basis.

Notwithstanding these terms, Rockcliffe reserves the right to vary contract terms depending on the nature of the services being contracted for, the size of the contract award, and the term of the contract. Rockcliffe further reserves the right to limit payment options and terms from certain countries.

All goods remain the property of Rockcliffe until paid for in full.

Monies that remains outstanding by the due date will incur late payment interest at the current Applicable Federal Rates (AFR) mid-term monthly rate (See http://apps.irs.gov/app/picklist/list/federalRates.html) above the prevailing bank rate base rate on the outstanding balance until such time as the balance is paid in full and final settlement.

Rockcliffe reserves the right to seek recovery of any monies remaining unpaid ninety (90) days from the date of invoice via collection Agencies and/or through the Small Claims Court in the event that the outstanding balance does not exceed $7500 USD. In such circumstances, you shall be liable for any and all additional administrative and/or court costs.

Returned cheques will incur a $70 USD per item charge to cover banking fees and administrative costs. In an instance of a second Returned cheque, we reserve the right to terminate the arrangement and, if agreed to, we shall insist on future cash transactions only. Consequently, all bookings and/or transactions and agreements entered into will cease with immediate effect until such time as any and all outstanding monies are recovered in full.

Cancellation Policy

Notwithstanding, a number of laws give consumers a legal right to cancel contracts in specific transactions within a short time after the consumer signs the service agreement, and without giving the seller or other party a reason or having to show “legal cause.” In order to cancel, the Client need only send Rockcliffe written notice of cancellation within the period allowed by statute.

Rockcliffe deems the following methods to be acceptable forms of notification for the purposes of cancellation of a supply arrangement: Using the online cancellation procedure, Phone, Fax, eMail, Courier, Registered Mail (signed for upon receipt), and In Person. Suitable identification must also be provided in order to verify identify. A legal agent may be acceptable to initiate a cancellation with appropriate documentation (as in the case of medical incapacitation or death).

Rockcliffe deems the following methods to be unacceptable forms of notification for the purposes of cancellation of a supply arrangement: Text messaging, regular postal mail, social media feeds, Forum Posts, Instant messenger or similar messaging service, and request by individuals not authorized to speak on behalf of the client.

All cancellations will be subject to confirmation in writing or email

The Rockcliffe’s cancellation period for point of sale transactions will begin once the financial transaction has completed processing. For business services contracts requiring a signed agreement, the Client’s notice of cancellation is effective once both parties have signed the contract. For all other agreements the cancellation period will be deemed to have started once the Client has been notified of Rockcliffe’s acceptance of the arrangement.

Rockcliffe reserves the right to recoup, at cost and without mark-up, any administration charges to cover bank charges, processing fees, and currency exchange fee resulting from the initial order processing and cancellation.

The California Department of Consumer Affairs establishes the following schedule of cancellation time frames:

• Counselling Services — three business day cancellation period
• Internet Sales (when order has not been filled) — 30 day cancellation period
• Telephone Sales (when order has not been filled) — 30 day cancellation period
• Service Contracts — For any type of goods, pro-rata refund less cancellation fee — indefinite cancellation period
• Rescission for Fraud, Mistake, Undue Influence, Breach, Illegality — indefinite cancellation period
• Fraudulently Executed Contract Void — indefinite cancellation period
• Unconscionable Contract Unenforceable — indefinite cancellation period
• Cancellation for Breach of Warranty — indefinite cancellation period

Refund Policy

Both the Client and Rockcliffe have the right to terminate any Services Agreement for any reason, including the ending of services that are already underway. 

All sales are final after 30 calendar days from the date of purchase unless otherwise stated below. No refunds shall be offered, where a Service is deemed to have begun and is, for all intents and purposes, underway. Any monies that have been paid to us which constitute payment in respect of the provision of unused Services, shall be refunded.

Some products or services may not be able to be refunded or cancelled due to the relationship with Rockcliffe’s suppliers (for example custom 3D printing, or one time administrative fees). These sales will be clearly marked as “Final” before payment is processed.

Requests for refunds must be sent to refunds@urockcliffe.com and received by Rockcliffe within the 30 day grace period. Refunds will be issued less a 15% withholding for any bank service charges (if any) unless canceled by Rockcliffe, in which case a full refund will be issued.

Refund requests for completed transactions will be issued within 15 business days of confirmation of receiving the request. If a credit is issued, funds will only be returned to the originating source account. If the source account is no longer available a Rockcliffe Credit will be issued. Funds will not be mailed or transferred to other accounts or persons other than the original purchaser.

Conferences, Courses, and Special Events

If the conference, course or special event is planned to start within the 30 day window from the date of purchase, requests for refunds or cancellations must be sent with 72 hours from the date of purchase and at least 24 hours before the start of the activity. No refund will be issued if the refund is requested within 24 hours of the start of the activity. 

Memberships

Memberships may be cancelled at any time. Pre-paid memberships will be refunded for any full calendar months currently unused. Memberships for the current month are considered final unless cancelled on or before the first business day of the month, or within the first 72 hours in the case of a new membership. A full refund is only available on new memberships within the first 72 hours after purchase.

Products Returns

Product returns as a result of broken or damaged merchandise while in transit can be returned after 30 days from the purchase date for replacement, or Rockcliffe Credit, so long as it has not been used (‘gently’ or otherwise) and is returned in the original packaging with all original contents. Purchasers must notify Rockcliffe within 48 hours of receipt of goods of any shipping problems. Refund requests for product returns as a result of damage will be issued within 15 business days after receipt and inspection by Rockcliffe. 

Software, Media, and Virtual Goods

Software, media, and other virtual goods are not eligible for a refund. All sales are considered final as of the time of purchase with the exception of any software that requires an activation code to operate. Software requiring an activation code may be returned within 30 days so long as the activation code has not been used.

Business Services

Specific cancellation and refund provisions will be contained within the service contract. Subject to other special considerations any cancellation and refunds for business services will be subject to any unbilled time and material charges accrued plus a 15% cancellation fee of the remaining contract balance. Hardware, software, and other materials not specifically assigned to the client at the time of cancellation will remain the property of Rockcliffe unless paid for in full.

Products and Services from Affiliate Stores

Purchasers of products and services including, but not limited to, software, media, virtual electronic goods, conferences, course, and other events, that are provisioned through a third party (e.g. Amazon, CafePress) must refer to the cancellation and return policies of the affiliate store. Rockcliffe does not intercede on these transactions and cannot offer a return or refund on products and services that it does not control.

Copyright and Intellectual Property Provisions

Copyright, Trade, and Service marks

Copyright, trademarks, and service marks exists on all text and logos relating to Rockcliffe’s services and the full content of this website.  Rockcliffe’s logo is a registered trademark in the United States and other countries. The brand names and specific services of Rockcliffe featured on this website are trademarked.

All trademarks reproduced in this website, which are not the property of, or licensed to the operator, are acknowledged on the website. Other product and company names that are mentioned on the Service may be trademarks of their respective owners.

Intellectual Property

Unless otherwise stated, Rockcliffe owns, or manages, the intellectual property rights in the website and material on this website.  Subject to the license grant below, all intellectual property rights are reserved on the Service, its content, adaptation, form and manner of distribution, public performance, and public display.

You acknowledge and agree that Rockcliffe retain ownership of all intellectual property rights of any kind related to the Service, including applicable copyrights, trademarks and other proprietary rights.  We reserve all rights that are not expressly granted to you under this Agreement.

License Grant

By posting any User Content via the Service, you expressly grant, and you represent and warrant that you have a right to grant, to Rockcliffe a worldwide, irrevocable, non-exclusive, royalty-free license to use, reproduce, adapt, publish, translate and distribute your user content in any media, whether now known or hereafter developed, for use in connection with the Service and the benefit of the Rockcliffe community.

Rockcliffe may transfer, sub-contract or otherwise deal with Rockcliffe’s rights and/or obligations under these terms of use without notifying you or obtaining your consent including the right to bring an action for infringement of these rights.

Such license grant is not meant to confer or imply that the user is in any way giving up their exclusive intellectual property or copyrights as the owner of the user content in any media, whether now known or hereafter developed.

Complaints

Rockcliffe respects the intellectual property rights of others and requests that the users do the same.  Pursuant to 17 U.S.C. 512(i) of the United States Copyright Act, the Company has adopted and implemented a policy that provides for the termination in appropriate circumstances of users of the Service who are repeat infringers.  The Company may terminate access for participants or users who are found repeatedly to provide or post protected third party content without necessary rights and permissions.

DMCA and Other Take-Down Notices. 

If you are a copyright owner or an agent thereof and believe, in good faith, that any materials provided on the Service infringe upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (see 17 U.S.C 512) (“DMCA”) by sending the following information in writing to Rockcliffe’s designated copyright agent via registered mail at

Privacy Officer
Rockcliffe University Consortium
180 Promenade Circle Suite 300
Sacramento CA 95834

Please include the following information

• The date of your notification;
• Your name, telephone number, and email address;
• A valid business or personal return address (no PO Boxes);
• A physical signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
• A description of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
• A description of the material that is claimed to be infringing or to be the subject of infringing activity and information sufficient to enable us to locate such work;
• Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and/or email address;
• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
• A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

EMAIL MAY NOT BE USED TO PROVIDE NOTICE

Communications made through the Service’s e-mail and messaging system, will not constitute legal notice to Rockcliffe or any of its officers, employees, agents or representatives in any situation where notice to Rockcliffe is required by contract or any law or regulation.

Once received Rockcliffe will investigate the claim. If the claim is found to be meritorious, the infringing content will be removed within 10-15 business days and the copyright owner, or an agent thereof, notified by return registered mail of Rockcliffe’s decision and appropriate action.

Please note that any removed content will have been permanently deleted and will not be able to be restored from backups. Rockcliffe is not responsible for any content available on third party search engines, other archives, or cloud services, and will not engage in the extension of a copyright holder’s claim beyond the information systems for which we have direct control.

If you believe that your User Content that has been removed from the Site is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the content in your User Content, you may send a counter-notice to our copyright agent using the contact information set forth above.

Exclusions and Disclaimers

Warranty

This website is provided “as is” without any representations or warranties, express or implied.  Rockcliffe makes no representations or warranties in relation to this website or the information and materials provided on this website.

Without prejudice to the generality of the foregoing paragraph, Rockcliffe does not warrant that:

• this website will be constantly available, or available at all; or
• the information on this website is complete, true, accurate or non-misleading.

Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on this website for any particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.

Nothing in this website disclaimer will exclude or limit any warranty implied by law that it would be unlawful to exclude or limit; and nothing in this website disclaimer will exclude or limit Rockcliffe University Consortium’s liability in respect of any:

• death or personal injury caused by Rockcliffe University Consortium’s negligence;
• fraud or fraudulent misrepresentation on the part of Rockcliffe University Consortium; or
• matter which it would be illegal or unlawful for Rockcliffe University Consortium to exclude or limit, or to attempt or purport to exclude or limit, its liability.

Limitations of Liability and Damages

Your use of any information or materials on this website is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through this website meet your specific requirements.

Rockcliffe, its affiliates, directors, employees, or its licensors or partners, will not be liable to you (whether under the law of contact, the law of torts, or otherwise) in relation to the contents of, or use of, or otherwise in connection with, this website that result from:

• The extent that the website is provided free-of-charge, for any direct loss;
• For any indirect, special or consequential loss;
• The use, disclosure, or display of your user content;
• Your use, ability, or inability to use the service;
• The service generally or the software or systems that make the service available;
• Any other interactions with the company or any other user of the service; or
• For any business losses, loss of revenue, income, profits or anticipated savings, loss of contracts or business relationships, loss of reputation or goodwill, or loss or corruption of information or data.

If you have a dispute with one or more community members you release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

Rockcliffe will not accept any responsibility for any loss or damage in whatever manner, howsoever caused, resulting from your disclosure to third parties of personal information.

These limitations of liability apply even if Rockcliffe University Consortium has been expressly advised of the potential loss.

Online Content Disclaimer

Rockcliffe takes no responsibility and assumes no liability for any User Content that you or any other user or third party posts or sends over the Service.  Under no circumstances will Rockcliffe be responsible for any loss or damage resulting from anyone’s reliance on information or other content posted on the Service, or transmitted to users.

Though Rockcliffe strives to enforce these Terms of Use, you may be exposed to User Content that is inaccurate or objectionable.  Rockcliffe reserves the right, but has no obligation, to monitor the materials posted in the public areas of the service or to limit or deny a user’s access to the Service or take other appropriate action if a user violates these Terms of Use or engages in any activity that violates the rights of any person or entity or which we deem unlawful, offensive, abusive, harmful or malicious.

E-mails sent between you and other participants that are not readily accessible to the general public will be treated by us as private to the extent required by applicable law.

Indemnity provisions

Indemnity

You hereby indemnify Rockcliffe and undertake to keep Rockcliffe indemnified against any losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by Rockcliffe to a third party in settlement of a claim or dispute on the advice of Rockcliffe’s legal advisers) incurred or suffered by Rockcliffe arising out of any breach by you of any provision of these terms of use or arising out of any claim that you have breached any provision of these terms of use.

Other parties

You accept that, as a limited liability entity, Rockcliffe has an interest in limiting the personal liability of its officers and employees.  You agree that you will not bring any claim personally against Rockcliffe’s officers or employees in respect of any losses you suffer in connection with the website.

Without prejudice to the foregoing paragraph, you agree that the limitations of warranties and liability set out in this website disclaimer will protect Rockcliffe’s officers, employees, agents, subsidiaries, successors, assigns and sub-contractors as well as Rockcliffe.

Force Majeure

Neither party shall be liable to the other for any failure to perform any obligation under any Agreement which is due to an event beyond the control of such party including but not limited to any Act of God, terrorism, war, Political insurgence, insurrection, riot, civil unrest, act of civil or military authority, uprising, earthquake, flood or any other natural or man made eventuality outside of our control, which causes the termination of an agreement or contract entered into, nor which could have been reasonably foreseen. Any Party affected by such event shall forthwith inform the other Party of the same and shall use all reasonable endeavours to comply with the terms and conditions of any Agreement contained herein.

Severability

If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.  If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

Waiver

Failure of either Party to insist upon strict performance of any provision of this or any Agreement or the failure of either Party to exercise any right or remedy to which it, he or they are entitled hereunder shall not constitute a waiver thereof and shall not cause a diminution of the obligations under this or any Agreement. No waiver of any of the provisions of this or any Agreement shall be effective unless it is expressly stated to be such and signed by both Parties.

Breaches of these terms and conditions

Without prejudice to Rockcliffe’s other rights under these terms of use, if you breach these terms and conditions in any way, Rockcliffe may take such action as Rockcliffe deems appropriate to deal with the breach, including suspending your access to the service, prohibiting you from accessing the service, blocking computers using your IP address from accessing the service, contacting your internet service provider to request that they block your access to the website and/or bringing court proceedings against you.

You agree that any cause of action related to or arising out of your relationship with Rockcliffe must commence within ONE year after the cause of action accrues.  Otherwise, such cause of action is permanently barred.

Unauthorized use of this website may give rise to a claim for damages and/or be a criminal offence.

Modification of Terms of Use

Rockcliffe reserves the right to change these conditions from time to time as it sees fit and your continued use of the site will signify your acceptance of any adjustment to these terms. If there are any changes to our privacy policy, we will announce that these changes have been made on our home page and on other key pages on our site.

If there are any changes in how we use our site customers’ Personally Identifiable Information, notification by e-mail or postal mail will be made to those affected by this change. Any changes to our privacy policy will be posted on our web site 30 days prior to these changes taking place. You are therefore advised to re-read this statement on a regular basis

Legal Jurisdiction

These Terms of Use and your use of the Site are governed by the federal laws of the United States of America and the laws of the State of California without regard to conflict of law provisions. Any disputes relating to these terms and conditions will be subject to the non-exclusive jurisdiction of the courts of California.

Customer inquiries can be sent via email to privacy@urockcliffe.com or mailed to

Privacy Officer
Rockcliffe University Consortium
180 Promenade Circle Suite 300
Sacramento CA 95834

Attestation

Rockcliffe may assign or delegate these Terms of Use and/or Rockcliffe’s Privacy Policy, in whole or in part, to any person or entity at any time with or without your consent. You may not assign or delegate any rights or obligations under the Terms of Use or Privacy Policy without Rockcliffe’s prior written consent, and any unauthorized assignment and delegation by you is void.

YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE, UNDERSTAND THE TERMS OF USE, AND WILL BE BOUND BY THESE TERMS AND CONDITIONS. YOU FURTHER ACKNOWLEDGE THAT THESE TERMS OF USE TOGETHER WITH THE PRIVACY POLICY AT http://www.urockcliffe.com/privacy-policy/ REPRESENT THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US AND THAT IT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.