Terms of Service
What it means to be working with Headlamp.
Headlamp Terms of Service
Effective as of September 15, 2023
Instructure, Inc.’s (and our affiliate(s), referenced as “Instructure”, “us”, “we”, or “our”) Headlamp Terms of Service (the “Terms”) govern each individual end user’s (referred to as “you” or “your”) use and access to the Headlamp platform (the “Service”).
- 1. The ServiceThrough the Service, users can (a) showcase their skills and work experience through their account ( the "Portfolio"), (b) enroll in courses to learn and grow their skillsets (each a "Skill Development Experience" or “SDE”)), (c) enroll in Programs which may offer multiple related Skill Development Experiences (each a “Program”), and (d) connect with employers based on the skills and work experience noted in their Portfolio (each an “Employer”). These Terms provide to you a personal, revocable, limited, non-exclusive, and non-transferable license to use the Service conditioned upon your continued compliance with these Terms. Instructure reserves all rights not granted herein.
- 1.1. Provision of Platform OnlyWe do not take part in the interaction between users. Your interactions with other users are solely between you and such user and Instructure shall not be responsible for any loss or damage incurred as the result of any such interactions. When interacting with other users you should exercise caution and common sense to protect your personal safety and property, just as you would when interacting with other persons whom you don't know. If there is a dispute between you and any user, Instructure is under no obligation to become involved, but reserves the right to do so. Instructure's responsibilities are limited to making the Service available. We do not have control over and we make no representations regarding SDE’s or Programs provided or Employers utilizing the Service.
- 1.2 Account CreationIn order to use the Service, you must first register for an account ("Account") and provide certain information about yourself as prompted by the account registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; and (b) you will maintain the accuracy of such information.
- 1.3 EntriesUsers may post information to their Portfolio such as skills, work experiences, course work, volunteer engagements, club involvement, hobbies, projects, and activities in their Portfolio (each an “Entry”). By posting an Entry, you agree that (a) you are solely responsible for the accuracy and completeness of the Entry you submit and for all content contained in an Entry; (b) that your Entry may not be immediately searchable and that the appearance or placement of your Entry in search results will vary depending on a variety of factors, including, but not limited to, a user's search query and the information in the posting. Submission of an Entry does not guarantee that the Entry will be available on the Service and Instructure may remove an Entry with or without notice at any time for any reason. You agree that Instructure will not be liable to you or to any third party for any removal of an Entry or any part thereof.
- 1.4 Employer ConnectionsEmployers can create an account through the Service. As an Employer, you may create a profile which describes the candidate or skillsets you are looking for (each a “Skill Profile”). By posting a Skill Profile, you agree that you are solely responsible for the accuracy and completeness of the posting you submit and for all content contained in the posting. Submission of a Skill Profile does not guarantee any connections with candidates. Instructure may remove a Skill Profile with or without notice at any time for any reason. Skill Profiles may be time-limited and may be removed after the applicable length of time has expired. You agree that Instructure will not be liable to you or to any third party for any removal of a Skill Profile or any part thereof.
- 1.5 Company ProfilesAs an Employer, you may create a profile that describes details of your business or organization (a “Company Profile”). By creating a Company Profile, you agree that (a) you are responsible for the accuracy and completeness of the Company Profile you create and for all content contained in the Company Profile; (b) the appearance or placement of your Company Profile in search results will vary depending on a variety of factors, including, but not limited to, a user's search query and the information in the Company Profile. Creation of a Company Profile does not guarantee that the Company Profile will be available on the Service and Instructure may remove a Company Profile with or without notice at any time for any reason.
- 1.6 Age RestrictionsBy using the Service, you represent and warrant that (a) you are 18 years of age or older and you agree to be bound by this Agreement; and (b) your use of the Service does not violate any applicable law or regulation. Your access to the Service may be terminated without warning if Instructure believes, in its sole discretion, that you are under the age of 18 years.
- 2. Data ProcessingWe host the Service in the United States of America. By registering and using the Service, you understand and consent to our hosting, storing, and processing of Your Content (defined below) and your personal data, and/or personally identifiable information in the United States or other locations as we determine necessary to deliver the Service.
- 3. YOUR CONTENT & YOUR PERMISSIONSWhen you use our Service, you provide us with things like your files, content, messages, etc. (“Your Content”). Your Content is yours. You represent that you have all necessary right, power, and authority to use the Service and share Your Content and will comply with all applicable laws when doing so. These Terms do not give us any rights to Your Content except for the limited rights that enable us to offer the Service. By using the Service you give us, and third parties (utilized in the delivery of the Service) permission to use, display, host, share, and back up Your Content. By submitting Your Content, you also permit us to identify you by your username and as the contributor of Your Content. We will never sell or rent Your Content or any other personal information to third parties.
- 4. ACCEPTABLE USE POLICYOur Service lets you share Your Content with others, so please think carefully about what you share. By using the Service, you agree to do so responsibly and to not misuse the Service or help anyone else do so. This includes, but is not limited to, not doing or trying to do any of the following in connection with the Service:
- store, transmit or create libelous, obscene, deceptive, defamatory, pornographic, racist, sexual, hateful, unlawful, tortious or otherwise objectionable content (except as necessary for legitimate instructional purposes, but in all cases in compliance with applicable laws and regulations);
- modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Service except to the extent the foregoing restrictions are expressly prohibited by applicable law;
- harm, harass, threaten, or impersonate any person or violate the rights of any third party;
- probe, scan, or test the vulnerability of any system or network;
- interfere with or disrupt the integrity or performance of the Service;
- attempt to gain unauthorized access to the Service or its related systems or networks;
- introduce viruses, Trojan horses, worms, spyware, or other such malicious code into the Service;
- breach or otherwise circumvent any security or authentication measures;
- access, tamper with, or use non-public areas or parts of the Service, or shared areas of the Service you haven't been invited to;
- access, search, or create accounts for the Service by any means other than our publicly supported interfaces (for example, creating accounts in bulk);
- use robots, spiders, scripts, software or any manual or automatic device, tool, or process designed to data mine or scrape the content, data or information from the Service, or otherwise use, access, or collect the content, data or information from the Service using automated means;
- send unsolicited communications, promotions or advertisements, or spam;
- send unsolicited communications, promotions or advertisements, or spam; send altered, deceptive or false source-identifying information, including "spoofing" or "phishing";
- send unsolicited communications, promotions or advertisements, or spam; promote or advertise products or service other than your own without appropriate authorization;
- send unsolicited communications, promotions or advertisements, or spam; sell or re-sell the Service unless specifically authorized to do so;
- send unsolicited communications, promotions or advertisements, or spam; copy, reproduce, distribute, republish, download, display, post or transmit in any form or by any means any part of the Service unless specifically authorized to do so;
- send unsolicited communications, promotions or advertisements, or spam; remove or destroy any copyright notices or other proprietary markings contained on or in the Service;
- send unsolicited communications, promotions or advertisements, or spam; use the Service for the development of any software program, including, but not limited to, training a machine learning or artificial intelligence (AI) system; or
- send unsolicited communications, promotions or advertisements, or spam; violate the law in any way, including by storing, publishing or sharing material that is infringing, fraudulent, defamatory, misleading, or damaging to Instructure in any way.
- 5. PaymentYou agree to pay all fees stated on the payment page of the Service ("Fees") in accordance with these Terms for each Program or SDE you enroll in. The Program or SDE shall not be considered finally ordered until applicable Fees are paid. Except as expressly set forth in these Terms, all Fees are non-refundable.
- 6. RefundsFor Programs and SDE’s with a noted start date, enrollment is final as of 3 business days prior to the noted start date. Once you are enrolled, withdrawal from a Program or SDE, or not completing the Program or SDE forfeits your Fees. We do not provide any prorated refunds or credits for partial Program or SDE completion. For Programs and/or SDE’s without a noted start date, enrollment is final upon payment, and no refunds will be granted. If a withdrawal request is received in writing (email sent to [email protected]) more than three full business days prior to the Program or SDE start date, you may receive a refund, minus a processing fee equal to 10% of the Fees for the Program or SDE.
- 7. Your ResponsibilitiesYou must provide all equipment necessary to access the Service and are responsible for all fees incurred when accessing the Service. Additionally, you’re responsible for your conduct and Your Content and your compliance with these Terms. Content in the Service may be protected by others’ intellectual property rights. You therefore agree that you won’t copy, reproduce, create derivative works of, decompile, upload, download, share, or otherwise exploit third party content unless you have the right to do so. We may review your conduct and Your Content for compliance with this Terms and remove content from the Service at any time and without notice. However, we have no obligation to do so. We aren’t responsible for the content people post and share via the Service. You agree also to safeguard your password to the Service, make sure that others don’t have access to it, and keep your account information current. You may not have more than one Account. You agree not to create an Account or use the Site or Service if you have been previously removed by us or banned from any of the Service.
- 8. Third Party WebsitesThe Service is protected by copyright, trademark, and other US and foreign laws. These Terms do not grant you any right, title, or interest in the Service or others’ content in the Service. We welcome feedback but note that we may use comments or suggestions without any obligation to you.
- 9. Our PropertyThe Service may contain links to third-party websites that are not under Instructure’s control. Instructure is not responsible for such third-party websites.
- 10. InfringementWe respect the intellectual property of others and ask that you do too. We respond to notices of alleged infringement after receipt of a proper notice that complies with the law and is received by our designated agent. We reserve the right to delete or disable content alleged to be infringing and terminate accounts of repeat infringers. If you believe that any content in the Service in a way that constitutes infringement, please provide our designated agent with the following information:
- an electronic or physical signature of the person authorized to act on behalf of the rights owner;
- a description of the content you claim is being infringed;
- a description or link to the location of the material claim is infringing;
- your physical address, telephone number and e-mail address;
- a statement that you have a good faith belief that the content is not authorized by the rights owner, its agent or the law;
- a statement, made under penalty of perjury, that the information in your notice is accurate and that you are the owner or authorized to act on behalf of the owner.
- 11. TERMINATION & RIGHT TO SUSPENDYou’re free to stop using our Service at any time. We also reserve the right to suspend or end the Service at any time at our discretion and without notice. For example, we may suspend or terminate your use of the Service and remove Your Content if you’re not complying with these Terms, or using the Service in a manner that may cause us legal liability, disrupt the Service, disrupt others’ use of the Service or, in our sole opinion, reason, cause harm. If your account is inactive for six (6) months or more after the date of registration, we reserve the right to delete Your Content, your account information, and your account credentials. In the event that you stop using our Service, or your Service is suspended for non-compliance with these Terms, there shall be no refunds of any pre-paid fees.All provisions of these Terms, which by their nature should survive, will survive termination of the Service.
- 12. Service "AS IS"INSTRUCTURE AND ITS PARTNERS MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE SERVICE. THE SERVICE IS PROVIDED “AS IS.” IN ADDITION, WE DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ANY CONTENT DOWNLOADED OR ACCESSED FROM THE SERVICE IS ACCESSED AT YOUR OWN RISK.
- 13. LIMITATION OF LIABILITYYOU EXPRESSLY ABSOLVE AND RELEASE INSTRUCTURE FROM ANY CLAIM OF HARM RESULTING FROM A CAUSE BEYOND INSTRUCTURE’S CONTROL. YOU FURTHER AGREE THAT IN NO EVENT SHALL INSTRUCTURE AND ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES OTHER THAN DIRECT DAMAGES, OR ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS. THIS WILL BE REGARDLESS OF WHETHER OR NOT INSTRUCTURE OR ANY OF ITS PARTNERS HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES. ADDITIONALLY, INSTRUCTURE AND ITS SUPPLIERS WILL NOT BE LIABLE TO YOU FOR MORE THAN ANY AMOUNTS RECEIVED BY INSTRUCTURE FROM YOU AS A RESULT OF YOUR PERSONAL USE OF THE SERVICE IN THE 12 MONTHS PRECEDING YOUR CLAIM. IF YOU HAVE NOT PAID INDIVIDUALLY ANY AMOUNTS IN THE 12 MONTHS PRECEDING YOUR CLAIM, INSTRUCTURE’S SOLE AND EXCLUSIVE LIABILITY SHALL BE NO MORE THAN $50. MOREOVER, INSTRUCTURE SHALL NOT BE LIABLE FOR THE LOSS OR FAILURE TO STORE YOUR CONTENT. YOU UNDERSTAND AND AGREE THAT BY USING THE SERVICE, YOU WAIVE THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION RELATED TO USE OF THE SERVICE OR BREACH OF THESE TERMS.
- 14. FeedbackYou agree that submission of any ideas, suggestions, and/or proposals to us ("Feedback") is at your own risk and that Instructure has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Instructure a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner it deems appropriate, any and all Feedback, and to sublicense the foregoing rights. Instructure will treat any Feedback you provide to Instructure as non-confidential and non-proprietary.
- 15. ModificationsThese Terms are current as of the effective date set forth above. We may change these Terms from time to time, so please be sure to check back periodically. If a revision meaningfully reduces your rights, we will provide notice to you (by, for example, sending a message to the email address associated with your account). By continuing to use or access the Service after the revisions come into effect, you agree to be bound by and subject to the revised Terms.
- 16. Entire AgreementThese Terms govern your use of the Service and supersedes and replaces any other prior or contemporaneous agreements applicable to the subject matter of these Terms. These Terms create no third-party beneficiary rights. These Terms shall inure to the benefit of Instructure and its respective legal representatives, successors, and assigns.
- 17. WAIVER, SEVERABILITY & ASSIGNMENTInstructure’s failure to enforce a provision is not a waiver of its right to do so later. You may not assign any of your rights under these Terms, and any such attempt will be void. Instructure may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Service. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of these Terms will remain in full force and effect.
- 18. CONTROLLING LAWThese Terms and your use of the Service will be interpreted, governed, and construed by the laws of Delaware except for its conflicts of laws principles, unless otherwise agreed in a separate written agreement with Instructure or as required by a mandatory law of a competent jurisdiction.
- 19. NOTICESFor any notices relating to these Terms, you may contact us by sending an email to [email protected].