The CritiqueIt Terms of Service (“Terms”) are between CritiqueIt, Inc. (“We,” “Us,” or “Our”) and the Entity You represent (“You”). The Terms define conditions that govern access to and use of the CritiqueIt Service by You, Your Agents or Your End Users whether in connection with a paid subscription to the CritiqueIt Service or a free trial of the CritiqueIt Service. By using the CritiqueIt Service, You agree to be bound by the terms of service detailed in this agreement (“Agreement”). Your subscription begins as soon as You subscribe (the “Effective Date”). You represent to Us that You have legal authority to bind the Entity that You represent. If the Entity You represent requires modification to the terms of the Agreement, You must email an addendum with overriding terms to email@example.com for Our written approval, pending which the Effective Date shall be suspended.
Please see Section 12 for definitions of certain capitalized terms used in this Agreement.
1.1. Our responsibilities
1.1.1. We will grant You a limited, revocable, non-exclusive, non-assignable, non-transferrable worldwide right to access and use the CritiqueIt Service solely in accordance with the terms of this Agreement. You agree that CritiqueIt retains all right, title, and interest in and to the CritiqueIt Service, including without limitation all software used to provide the CritiqueIt Service and all graphics, user interfaces, logos, and trademarks reproduced through the CritiqueIt Service. This Agreement does not grant You any intellectual property license or rights in or to the CritiqueIt Service or any of its components. You recognize that the CritiqueIt Service and its components are protected by copyright and other laws.
1.1.2. We will provide the information required for You to access securely the current release of the CritiqueIt Service.
1.1.3. We will adhere to the CritiqueIt Security and Privacy Policies (Section 11) with respect to Your Confidential Information and Your Covered Content.
1.1.4. We will store all Your Covered Content separately and privately so that submitted documents can only be accessed and compared for plagiarism within Your user community.
1.1.5. We will provide access and control so You retain Your ownership rights over Your Covered Content, including the right to download submissions at any time and to remove Your Covered Content if services are terminated for any reason.
1.1.6. We will provide online Documentation to support use of the CritiqueIt Service by You, Your Agents and Your End Users.
1.1.7. We will provide Tier 2 technical support through the Help Desk (https://critiqueit.zendesk.com/hc/en-us) support tickets with a target response time of one business day
1.1.8. We reserve the right to suspend Your access to the CritiqueIt Service if You use the CritiqueIt Service in a manner that is inconsistent with the enrollment data that You provide, if Your subscription payment obligations are delinquent for more than fifteen (15) calendar days, if You allow unauthorized access to the CritiqueIt Service or if You violate any of the CritiqueIt Acceptable Use, Security or Privacy Policies (Section 11).
1.1.9. We reserve the right to add, change or remove features, functionality and pricing of the CritiqueIt Service from time to time. We will publish routine updates at the CritiqueIt Service website.
1.2. Your responsibilities
1.2.1. You are responsible for providing support service to Your Agents and Your End Users. Other than End User documentation, We do not provide any support directly to Your End Users unless We have a separate agreement with You to provide end user support services.
1.2.2. You will incorporate the CritiqueIt Service into Your campus systems using only Our approved integration code for the CritiqueIt Service.
1.2.3.CritiqueIt is a teaching and learning service that provides means of annotating and peer-reviewing assets, and where applicable, provides means of inspecting potentially plagiarized writing. You will not use CritiqueIt as the sole and authoritative tool for prosecuting any instance(s) of plagiarism in a judicial proceeding or sanction.
1.2.4. You grant Us a royalty-free right and license to use and incorporate into the CritiqueIt Service any suggestion, enhancement, testimonial or other feedback that You provide.
1.2.5. You will not access or use the CritiqueIt Service to build a competing product or service.
- Points of contact for Us, designated client contacts
2.1. You will provide and keep current one authorized point of contact for all communications regarding the management of Your CritiqueIt Service subscription. All business matters will be sent by email to firstname.lastname@example.org. Technical support requests will be sent by email to email@example.com by up to ten of Your Agents who in turn support Your End Users.
- Suspension of services
4.1. We may temporarily suspend upon notice to You Your access to the CritiqueIt Service if You are delinquent on Your payment obligations for more than fifteen (15) calendar days. We will not delete any of Your Covered Content as a result of Your suspension, except as specified elsewhere in this Agreement. If suspended, You remain responsible for all fees and charges You have incurred through the date of suspension.
4.2. We may temporarily suspend upon notice to You Your access to the CritiqueIt Service according to ¶ 5.3.1 Termination for cause if Your use of the CritiqueIt Service is inconsistent with the enrollment data You provided or the intended purpose of the CritiqueIt Service, or You allow unauthorized access to the CritiqueIt Service.
4.3. The temporary suspension will be lifted and services restored promptly if the issue causing the suspension is fully resolved to Our satisfaction. A reactivation fee may be applied in order to restore services following a suspension.
- Term and termination
5.1. The Term of this Agreement will commence on the Effective Date and will remain in effect until terminated by You or Us as follows:
5.2. Termination for convenience
5.2.1. You may terminate Your monthly subscription to the CritiqueIt Service by not paying the monthly fee which is due in advance. Your monthly services will be automatically terminated fifteen (15) days after non-payment. A reactivation fee may be applied in order to restore services.
5.2.2. You may terminate Your annual subscription to the CritiqueIt Service by notifying Us by email at firstname.lastname@example.org or by not paying the annual fee which is due in advance. Your annual services will be automatically terminated fifteen (15) days after non-payment. A reactivation fee may be applied in order to restore services.
5.2.3. No refunds will be made on pre-paid subscription fees upon termination for convenience.
5.3. Termination for cause
5.3.1. Either party may terminate this Agreement for cause upon fifteen (15) days’ advance written notice to the other party if there is any material default or breach of these terms by the other party, unless the defaulting party has cured the material default or breach within the 15-day notice period.
5.3.3. We may also terminate this Agreement (a) if a third party license of technology used by the CritiqueIt Service expires, or is terminated, or if the licensor thereof requires Us to change the way We provide the licensed technology as part of the CritiqueIt Service, (b) if We believe providing the CritiqueIt Service services could create a substantial economic or technical burden or material security risk for Us, (c) in order to comply with the law or requests of governmental entities, or (d) if We determine Your use of or Our provision of the CritiqueIt Service to You has become impractical or unfeasible for any legal or regulatory reason.
5.3.4. If terminated for cause by either party, pre-paid subscription fees will be prorated based on the Termination Date and refunded provided that all of Your financial obligations to Us have been met.
5.4. Upon termination:
5.4.1. We will securely transfer to You or You may securely retrieve (at Our choice) a complete copy of Your Covered Content if You have paid all subscription fees payable as of the Termination Date.
5.4.2. We will completely expunge Your Covered Content from the CritiqueIt Service servers within 60 days after the Termination Date. You may request by email to email@example.com to have Your Covered Content removed sooner. Within the aforesaid 60-day period, You may request an audit by an independent third party approved by Us; all expenses related to the audit incurred by You, Us and the third party are your responsibility.
6. Proprietary Rights
6.1. You or Your Agents or Your End Users own and reserve all right, title, and interest in and to Your Covered Content. Except as provided in this section (Proprietary Rights), We obtain no rights under this Agreement from You, Your Agents or Your End users to Your Covered Content, including any related intellectual property rights or copyrights. You consent to Our use and disclosure of Your Covered Content solely to provide the CritiqueIt Service to You, Your Agents and Your End Users or to comply with any order of a court, or an administrative body, or a government agency; provided that any such disclosure shall comply with applicable law, including without limitation FERPA.
6.2. You represent and warrant to us that: (a) You, Your Agents or Your End users own all right, title, and interest in and to Your Covered Content, or are duly licensed to use the Covered Content as contemplated by this Agreement; (b) You have all rights in Your Covered Content necessary to grant the rights contemplated by this Agreement; and (c) none of Your Covered Content, or Your Agents’ or Your End Users’ use of Your Covered Content or the CritiqueIt Service will violate the CritiqueIt Acceptable Use Policy. For the avoidance of doubt, the parties acknowledge and agree that the foregoing does not apply to Covered Content that plagiarizes or infringes the copyright of a third party and which it is the purpose of the CritiqueIt service to detect. For the avoidance of doubt, the parties acknowledge and agree that the foregoing does not apply to Covered Content that plagiarizes or infringes the copyright of a third party and which it is the purpose of the CritiqueIt Service to detect.
6.3. We own and reserve all right, title, and interest in and to the CritiqueIt Service. We grant You a limited, revocable, non-exclusive, non-assignable, non-transferrable worldwide right to do the following during the Term: (a) access and use the CritiqueIt Service solely in accordance with this Agreement; and (b) copy and use the CritiqueIt Service documentation solely in connection with Your permitted use of the CritiqueIt Service. Except as provided in this section (Proprietary Rights), You obtain no rights under this Agreement from Us to the CritiqueIt Service, including any related intellectual property rights.
6.4. Neither You nor any of Your Agents or Your End Users may use the CritiqueIt Service in any manner or for any purpose other than as expressly permitted by this Agreement. Neither You nor any of Your Agents or Your End Users may attempt to, (a) modify, alter, tamper with, repair, or otherwise create derivative works of any software included in the CritiqueIt Service, (b) reverse engineer, disassemble, or decompile the CritiqueIt Service or apply any other process or procedure to derive the source code of any software included in the CritiqueIt Service, (c) access or use the CritiqueIt Service in a way intended to avoid incurring fees or exceeding usage limits or quotas. All rights and licenses granted to You in this Agreement are conditional on Your continued compliance with this Agreement, and will immediately and automatically terminate if You do not comply with any condition of this Agreement. No refund of fees will be made as a result of termination for non-compliance. During and after the Term, You will not assert, nor will You authorize, assist, or encourage any third party to assert, against Us or any of our affiliates, customers, vendors, business partners, or licensors, any patent infringement or other intellectual property infringement claim regarding the CritiqueIt Service.
7.1. To the extent allowed by law, You agree to defend, indemnify, and hold Us harmless from and against any loss, claim, or damage to the extent it arises from a breach of this Agreement.
- Warranty and disclaimer
8.1. YOU ACCEPT THE CRITIQUEIT SERVICE “AS IS” AND AS AVAILABLE, WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (a) CRITIQUEIT DOES NOT REPRESENT OR WARRANT THAT THE SYSTEM WILL PERFORM WITHOUT INTERRUPTION OR ERROR; AND (b) CRITIQUEIT DOES NOT REPRESENT OR WARRANT THAT THE SYSTEM IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT CRITIQUEIT DATA WILL REMAIN PRIVATE OR SECURE.
- Limitations of liability
9.1. We will not be liable to You for any direct, special, indirect or consequential damages incurred or suffered by the other arising as a result of or related to the performance of CritiqueIt’s Service, or intellectual property or privacy claims, whether in contract, tort or otherwise, even if the other has been advised of the possibility of such loss or damages. Our total liability under this Agreement , regardless of cause or theory of recovery, will be limited to the amount You actually have paid to Us under this Agreement for the CritiqueIt Service during the three months preceding the claim.
10.1. Confidentiality and Publicity
We may use Your Confidential Information only in connection with Your use of the CritiqueIt Service as permitted under this Agreement. Neither party will disclose the other party’s Confidential Information during the Term or at any time during the one-year period following the end of the Term. Both parties will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of all Confidential Information, including, at a minimum, those measures You and We take to protect our own confidential information of a similar nature. Neither party will issue any press release or make any other public communication with respect to this Agreement or Your use of the CritiqueIt Service without prior review and approval by the other party. Neither party will misrepresent or embellish the relationship between Us and You or express or imply any relationship or affiliation between Us and You or any other person or entity except as expressly permitted by this Agreement.
10.2. Force Majeure
We will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
10.3. No Third Party Beneficiaries.
This Agreement does not create any third party beneficiary rights in any individual or entity that is not a party to this Agreement.
10.4. Independent Contractors
We and You are independent contractors, and neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other.
10.5.1. Any legal notice required or permitted to be given by either party under this Agreement must be in writing, must be sent to the addresses provided (or as a part may change from time to time using the procedures of this section), and must use one of the following methods of delivery; (a) personal delivery; (b) registered or certified mail, in each case, return receipt request and postage prepaid; (c) nationally recognized courier service (e.g., FedEx), with all fees prepaid; or (d) email. A notice is effective upon receipt, and a notice is deemed to have been received as follows: (i) if a notice is delivered in person, or sent by registered or certified mail, or by couriers, upon receipt as indicated by the date on the signed receipt; and (ii) if a notice is sent by email, upon the receiving party’s acknowledgement by email. In additional to the foregoing, CritiqueIt may provide notifications with respect to technical or operational matters relating to the CritiqueIt Service by posting such notification at the CritiqueIt website or by email, and such notification will be deemed received upon posting or sending, respectively.
CritiqueIt 235 E. Broadway Ste. 506, Long Beach, CA 90802 USA; firstname.lastname@example.org. Your mailing and email addresses are those provided when completing the subscription and/or payment processes for the CritiqueIt Service.
10.5.3. Language. All communications and notices to be made or given pursuant to this Agreement must be in the English language.
10.6.1. You may not assign this Agreement without Our prior written consent. Any assignment or transfer in violation of this section (Assignment) will be void. We may assign this Agreement in whole or in part to any third party upon written notice to you. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective successors and assigns.
10.7. No Waivers
The failure by either party to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit a party’s right to enforce such provision at a later time. All waivers must be in writing and signed by a party’s authorized agent to be effective.
10.8. Changes to this Agreement
If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect the purpose and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.
The laws of the State of California, USA, without reference to conflict of law rules, govern this Agreement and any dispute of any sort that might arise between You and Us. Any dispute relating in any way to the CritiqueIt Service will be adjudicated in any state or federal court in Orange County, California. You consent to exclusive jurisdiction and venue in those courts. We may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of Our, Our affiliates, or any third party’s intellectual property or other proprietary rights. The United Nations Convention for the International Sale of Goods does not apply to this Agreement.
10.11. Entire Agreement; English Language.
10.11.1. This Agreement consists of the CritiqueIt Terms of Service, the Security, Privacy and Acceptable Use Policies accessible on the CritiqueIt website, and any addendum of overriding terms that You prepare and We accept, and constitutes the entire agreement between You and Us regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between You and Us, whether written or verbal, regarding the subject matter of this Agreement.
10.11.2. Unless specifically approved in writing by Us, We will not be bound by any term, condition or other provision which is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is submitted by You in any order, receipt, acceptance, confirmation, correspondence or other document.
10.11.3. If the terms of this document are inconsistent with the terms contained in any Policy, the terms contained in this document will control. If We provide a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict.
10.12. Export laws and regulations of the United States and any other relevant local export laws and regulations apply to the services under this Agreement. You agree that such export control laws govern your use of the services (including technical data) and any services or deliverables provided under this Agreement, and You agree to comply with all such export laws and regulations (including “deemed export” and “deemed re-export” regulations). You agree that no data, information, software programs and/or materials resulting from services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile technology.
We certify, to the best of Our knowledge and belief, that We and Our principals:
(a) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by a federal department or agency.
(b) Have not, within the preceding five-year period, been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under public transaction; violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements or receiving stolen property.
(c) Are not presently indicted or otherwise criminally charged by a governmental entity (federal, state or local) with commission of any of the offenses enumerated in the preceding paragraph (b).
(d) Have not within the preceding five-year period had one or more public transactions (federal, state or local) terminated for cause or default.
We agree to notify You within 30 days after the occurrence of any of the events, actions, debarments, proposals, declarations, exclusions, convictions, judgments, indictments, information, or terminations as described in paragraphs (a) (d) above, with respect to Us.
- Security, Privacy and Acceptable Use Policies
The security and privacy of Our clients’ data is paramount. In the course of providing services, We receive, store and manage data that may contain personally identifiable information that may be restricted from disclosure under one or more provisions such as FERPA (US Family Educational Rights and Privacy Act), or HIPAA (US Health Insurance Portability and Accountability Act) or rules such as COPPA (US FTC’s Child Online Privacy Protection Act). We treat ALL information from our clients as confidential. We protect client information with the same measures We use to protect our own information. We do not share any client information with anyone without express written permission from You.
Our Security Policy is presented online: http://www.critiqueit.com/2017/07/05/security-policy/
Our Acceptable Use Policy is presented online: http://www.critiqueit.com/2017/07/05/acceptable-use-policy/
These policies may be updated from time to time. Updates will become effective as soon as they are published at these website addresses. If there are any material changes to these policies, You will be notified by email prior to the change being published and becoming effective. Your continued use of CritiqueIt Services or websites constitutes your agreement to be bound by such changes to the policy. Your only remedy, if you do not accept the updated terms of a CritiqueIt policy, is to discontinue use of the CritiqueIt Service and CritiqueIt websites.
Confidential Information: means the information that You and We have exchanged as part of the contracting or purchasing process. By example, this would include names, addresses, email addresses, phone numbers, account numbers, purchase orders, and other information that is not included in Your Covered Content. Confidential Information would also include the terms and pricing of the CritiqueIt Service under this Agreement, Your Covered Content and all information clearly identified as confidential at the time of its disclosure.
Documentation: means the technical and functional guides to using the CritiqueIt Service, including the full product guide, integration guides, quick start guides, video tutorials and any other materials, both online and in print, that support the use of the CritiqueIt Service by You, Your Agents or Your End Users.
Effective Date: means the date that a service key is generated and sent to you in response to (a) Your request for a trial subscription to the CritiqueIt Service or (b) payment for a paid subscription to the CritiqueIt Service.
Entity: means the organization that has entered into this Agreement for purposes of evaluating or subscribing to the CritiqueIt Service.
Service: means the suite of functions provided by the CritiqueIt Service software.
Service key: means the digital access code that is used to grant access to the CritiqueIt Service.
Termination Date: means the date that CritiqueIt Services are no longer accessed by the subscribing Entity (termination for convenience) or are made inaccessible to the subscribing Entity (termination for cause).
Us, We, Our: means the company named CritiqueIt, Inc. who developed and hosts the service of the same name, as represented by Our employees and independent contractors.
CritiqueIt Service: means the software and online service developed and hosted by Us for detecting plagiarized text in documents submitted through Your learning management system.
Term: means the period of time between the Effective Date and the date of termination of this Agreement, regardless of the reason for termination.
You, Your: means the Entity entering into this Agreement as represented by the individual who accepted the terms of the Agreement, whether online or in print. By example, You would mean the college, school district, university or company whose Agents and End Users access the CritiqueIt Service.
Your Agents: means the employees or subcontractors who work on behalf of the Entity to support Your End Users’ use of the CritiqueIt Service. By example, Your Agents would include helpdesk staff, IT support staff or library staff.
Your End Users: means anyone associated with the Entity who accesses the CritiqueIt Service in a role as instructor, teacher, teaching assistant, student, learner or similar role.
Your Covered Content: means all CritiqueIt service data that You, Your Agents or Your End Users provide to Us as part of the process of detecting and reporting plagiarism. By example, this would include student submissions, course rosters, grades, comments and annotations that may be attached to report results.
Last updated July 5, 2017