Terms of Use


Use of the services and software known as Intrepid Platform™ Services (the “Intrepid Platform”) provided here by VitalSource Technologies LLC (“VitalSource”) is subject to the following Terms of Use:

  1. Acceptance: Your use of or registration for the Intrepid Platform constitutes your agreement to comply with the Terms of Use. VitalSource may revise, amend, or modify the Terms of Use from time to time, and the modified Terms of Use will be posted in the Intrepid Platform software with the effective date noted in the posting. Please check the Terms of Use from time to time as your continuing use of the Intrepid Platforms or Services (defined below) after such revisions, amendments, or modifications are effective constitutes your agreement to comply with the effective Terms of Use.

  2. Ownership: You acknowledge and agree that you do not have any title, interest, or right of ownership in the Intrepid Platform, or any internal aspect or component thereof, or to any associated materials or intellectual property or design, or in or to any enhancements, modifications or improvements which may be added thereto from time to time, or to other trade secrets, including but not limited to all copyrights, patents, trademark rights, and other proprietary rights therein. You acknowledge and agree that (a) the Intrepid Platform is the sole property of VitalSource and includes valuable trade secrets of VitalSource; and (b) the Intrepid Platform in source code form remains a confidential trade secret of VitalSource.

  3. Use: You agree that you will not:

    1. Copy, sell, market, lend, rent, lease or sublicense the Intrepid Platform to any third party except as agreed upon in writing by VitalSource and you;
    2. Remove, modify, or tamper with the Intrepid Platform (or any component or subsystem of the Intrepid Platform), copyrights, branding or trademark notifications displayed on the Intrepid Platform;
    3. Modify, reuse, disassemble, decompile, reverse engineer, or otherwise translate functionality contained in, or create derivative works of, the Intrepid Platform or any portion thereof;
    4. Import, host, enter into or use with the Intrepid Platform any data, software, documents, information, files, links, or other materials or take any actions that would have the effect of disabling, damaging, erasing, delaying, shutting down, or otherwise interfering with any of VitalSource’s hardware, software, systems or data, including, but not limited to, corrupting functionality or operation of the Intrepid Platform; permitting any unintended third party access to or use of the Intrepid Platform, code, program, systems, or data; disabling or damaging hardware; and damaging, erasing or delaying access to the Intrepid Platform, code, program, systems, or data;
    5. Use the Intrepid Platform for any purpose that is prohibited by local, state, federal, or international law, regulation, or ordinance or these Terms of Use;
    6. Import, host, enter into, or use with the Intrepid Platform any data, language, information, files, links, photographs, or other material that is (i) defamatory, abusive, harassing, racist, or hateful or (ii) inappropriate, profane, obscene, indecent, or sexually explicit; or
    7. Host, import, enter into, or use with the Intrepid Platform any material if such hosting, importing, entering, or use would violate copyright, trademark, trade secret or any other proprietary rights of any third party.


  4. Service Provider Compliance: VitalSource contracts with third parties (“Service Providers”) for the provision of certain networking, content distribution, and related products and services (collectively, the “Services”). You will not alter, steal, corrupt, disable, destroy, trespass or violate any security or encryption of any computer file, database, or network. You will not alter, tamper with, adjust, repair, interfere with or circumvent any aspect of the Services. You will in all ways comply with the acceptable use policy (or terms of use) of any Service Provider to whose network you are connected as a result of your use of the Intrepid Platform. Acceptable use policies of applicable Service Providers will be made available upon request.

  5. Registration: If you register for the Intrepid Platform, you will be solely responsible for maintaining the confidentiality of your registration information. Except as may be required or permitted in writing by VitalSource, only you may use your registration information to access the software. You may not authorize others to use your registration information and may not transfer, sell or assign your registration information to any third party without the written approval of VitalSource.

  6. Monitoring: You grant VitalSource the right to monitor your use of the Intrepid Platform by direct or indirect means to collect data regarding the number of total users of the Intrepid Platform by status and version number.

  7. Termination of access: If you fail to comply with the Terms of Use, VitalSource may without warning or notice terminate any rights granted to you under the Terms of Use, including access to the Intrepid Platform.

  8. VitalSource Indemnification:

    8.1 Defense. Except to the extent a claim arises from your gross negligence, willful misconduct or breach of this Agreement, VitalSource will, at its expense, defend you from any actual or threatened third party claim, proceeding or suit that alleges that your use of the Intrepid Platform infringes or misappropriates any copyright, patent, trademark, trade secret or other intellectual property right of any third party during the term of these Terms of Use, in each case if: (i) you give VitalSource prompt written notice of the claim; (ii) VitalSource has full and complete control over the defense and settlement of the claim; (iii) you provide assistance in connection with the defense and settlement of the claim as VitalSource may reasonably request; and (iv) you comply with any settlement or court order made in connection with the claim (e.g., relating to the future use of any infringing materials).

    8.2 Indemnification. VitalSource will indemnify you against and pay (i) all damages, costs, and attorneys’ fees finally awarded against you in any proceeding under Section 8.1; (ii) all out-of-pocket costs (including reasonable attorneys’ fees) reasonably incurred by you in connection with the defense of such proceeding (other than attorneys’ fees and costs incurred without VitalSource’s consent after VitalSource has accepted defense of such claim); and (iii) if any proceeding arising under Section 8.1 is settled, all amounts paid to any third party that VitalSource agrees to in settlement of any such claims.

    8.3 Exclusions. VitalSource will have no obligation under this Section 8 for any infringement claim to the extent that it arises out of or is based upon (i) the combination, operation, or use of the Intrepid Platform with any software, services, tools, hardware, equipment, supplies, accessories, or any other materials or services not furnished by VitalSource or recommended in writing by VitalSource if such infringement would have been avoided but for such combination, operation, or use; (ii) designs, requirements, or specifications for the Intrepid Platform that you required or provided, if the alleged infringement would not have occurred but for such designs, requirements, or specifications; (iii) use of the Intrepid Platform outside of the scope of the usage rights granted to you; (iv) any modification of the Intrepid Platform not made or authorized in writing by VitalSource where such infringement would not have occurred absent such modification; (v) your data; or (vi) unauthorized use of the Intrepid Platform. You will reimburse VitalSource for any costs or damages that result from these actions.

    8.4 Exclusive Remedy. This Section 8 states VitalSource’s sole and exclusive liability, and your sole and exclusive remedy, for the actual or alleged infringement of any third party intellectual property right by the Intrepid Platform.

  9. Your Indemnification 9.1 Defense. Except to the extent a claim arises from VitalSource’s gross negligence, willful misconduct or breach of this Agreement, you will, at your expense, defend VitalSource and VitalSource’s employees, directors, officers, agents, and representatives (collectively, “VitalSource Indemnified Parties”) from any actual or threatened third party claim arising out of or based upon (i) your use of the Intrepid Platform in violation of Section 3 or 4, or (ii) VitalSource’s use of your data to provide the Intrepid Platform to you in compliance with this Agreement, if: (i) the applicable VitalSource Indemnified Party gives you prompt written notice of the claim; (ii) you have full and complete control over the defense and settlement of the claim; (iii) the applicable VitalSource Indemnified Party provides assistance with the defense and settlement of the claim as you may reasonably request and at your expense; and (iv) the applicable VitalSource Indemnified Party complies with any settlement or court order made in connection with the claim. 9.2 Indemnification. You will indemnify each of the VitalSource Indemnified Parties against and pay: (a) all damages, costs, and attorneys’ fees finally awarded against VitalSource in any proceeding under Section 9.1; (b) all out-of-pocket costs (including reasonable attorneys’ fees) reasonably incurred by any of them in connection with the defense of such proceeding (other than attorneys’ fees and costs incurred without your consent after you have accepted defense of such claim); and (c) if any proceeding arising under Section 9.1 is settled, you will pay any amounts to any third party that you agree to in settlement of any such claims.

  10. Disclaimers of Warranties & Duties: TO THE MAXIMUM EXTENT POSSIBLE UNDER APPLICABLE LAW, VITALSOURCE HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OR WARRANTIES FOR INFORMATION, SERVICES, AND PRODUCTS PROVIDED THROUGH OR IN CONNECTION WITH THE INTREPID PLATFORM, EXCEPT AS OTHERWISE AGREED UPON IN WRITING. NEITHER PARTY SHALL BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ALLEGEDLY SUSTAINED ARISING OUT OF THE USE OF THE INTREPID PLATFORM, EXCEPT AS OTHERWISE AGREED UPON IN WRITING; PROVIDED HOWEVER, THAT THIS EXCLUSION OF DAMAGES WILL NOT APPLY TO THE FOLLOWING: (a) A PARTY’S INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 8 OR 9, AS APPLICABLE, (b) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (c) EITHER PARTY’S INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS.

  11. Governing Law: The Terms of Use shall be governed, construed and enforced in accordance with the laws of the United States of America and of the State of Washington. In any suit or action commenced by you or VitalSource to enforce any right or remedy under these Terms of Use, the prevailing party may be entitled to recover its reasonable expenses, including reasonable attorney’s fees, from the non-prevailing party.

  12. Severability: If any provision of the Terms of Use shall be found by a court to be void, invalid or unenforceable, the same shall be reformed to comply with applicable law or stricken if not so conformable, so as not to affect the validity or enforceability of the Terms of Use.

  13. Waiver: Failure of VitalSource to enforce a right or remedy under the Terms of Use shall not act as a waiver of that right or the ability to later assert that right or remedy.

  14. Conflict: In the event of a conflict between the provisions of the Terms of Use and the provisions of any other written and executed agreement between you and VitalSource, the provisions of said written and executed agreement shall control and supersede the provisions of the Terms of Use.