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DFS LMS Terms of Use
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<br />January 29, 2021
<br />and materials accessible through the LMS Platform, whether publicly posted or privately transmitted
<br />(“Content”), are the sole responsibility of the person from whom such Content originated. This means that you,
<br />and not DFS, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make
<br />available through the LMS Platform (“Your Content”), and other users of the LMS Platform, and not DFS, are
<br />similarly responsible for all Content they upload, post, email, transmit or otherwise make available through the
<br />LMS Platform (“User Content”).
<br />(b)You acknowledge and agree that DFS has no obligation to pre-screen any Content (including
<br />Your Content and User Content), although DFS reserves the right in its sole discretion to pre-screen, refuse or
<br />remove any Content. Without limiting the generality of the foregoing sentence, DFS shall have the right to
<br />remove any Content that violates this TOU or that it deems objectionable.
<br />(c)To the extent that you submit any Content, you represent and warrant that: (i) you have all
<br />necessary right and authority to grant the rights set forth in this TOU with respect to Your Content; and (ii) Your
<br />Content does not violate any duty of confidentiality owed to another party, or the copyright, trademark, right
<br />of privacy, right of publicity or any other right of any other party.
<br />8.RIGHTS TO CONTENT
<br />(a)DFS does not claim ownership of Your Content. However, you grant DFS and its service
<br />providers a worldwide, perpetual, royalty-free, fully-paid-up, non-exclusive, sublicensable, transferable license
<br />to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute,
<br />make and have made Your Content (in any form and any medium, whether now known or later developed) as
<br />necessary to (i) provide access to the LMS Platform to you and other users (including any maintenance,
<br />calibration, diagnostic, and troubleshooting); and (ii) monitor and improve the LMS Platform.
<br />(b)You acknowledge and agree that DFS may collect or generate Aggregate Data in connection
<br />with providing you with access to the LMS Platform, and you hereby grant DFS and its service providers a
<br />perpetual, irrevocable, worldwide, royalty-free, fully-paid-up, non-exclusive, sublicensable, transferable license
<br />to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute,
<br />make and have made Aggregate Data for any lawful purpose. “Aggregate Data” means Your Content that has
<br />been aggregated with information from other users or otherwise de-identified in a manner that does not allow
<br />such data about you to be separated from the aggregate data and identified as originating from you.
<br />(c)Except with respect to Your Content, you acknowledge and agree that, as between you and
<br />DFS, DFS and its licensors own all rights, title and interest (including all intellectual property rights) in the LMS
<br />Platform and all Content and other materials within the LMS Platform. The LMS Platform is protected by U.S.
<br />and international copyright, trademark, patent and other intellectual property laws and treaties. DFS reserves
<br />all rights not expressly granted to you herein.
<br />9.CONFIDENTIALITY
<br />(a)As used herein, “Confidential Information” means information disclosed or made available by
<br />DFS through the LMS Platform that DFS identifies as confidential or proprietary or, given the nature of the
<br />information or the circumstances surrounding its disclosure, should reasonably be understood to be
<br />confidential or proprietary. Confidential Information shall include, but not be limited to, information relating to
<br />DFS’s: intellectual property; technology; know-how; prototypes; current and future products and services;
<br />product manuals and documentation; processes; customers; vendors; employees; contractors; business
<br />plans and methods; research and development; promotional and marketing activities; finances; contracts and
<br />business arrangements; and other business affairs. Confidential Information shall not include any information
<br />that: (i) is known or becomes known to the public in general (other than as a result of a breach of this Section
<br />9); (ii) was known by you or in your lawful possession prior to receipt from DFS; (iii) is or has been independently
<br />developed or conceived by you without use of or reference to Confidential Information; or (iv) is or has been
<br />made known or disclosed to you by a third party without a breach of any obligation of confidentiality.
<br />(b)You agree that you will (i) keep confidential all Confidential Information; (ii) not disclose
<br />Confidential Information to any third parties; and (iii) not use the Confidential Information outside of the direct
<br />business relationship between you and DFS. You further agree that you will secure and protect the
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