Terms & Conditions – The Simms Mann Institute & Foundation

Terms of Service

Effective as of September 16, 2016

THIS IS A LEGAL AGREEMENT BETWEEN YOU (“You” or the Authorized User”) AND THE SIMMS/MANN INSTITUTE FOR EDUCATION AND COMMUNITY DEVELOPMENT, INC. (“We” or “Institute”). BEFORE ACCESSING OR USING ANY PART OF THE WWW.SIMMSMANNINSTITUTE.ORG WEBSITE, YOU SHOULD READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS CONTAINED IN THIS TERMS OF SERVICE AGREEMENT (the or this “TOS”) AS THEY GOVERN YOUR ACCESS TO AND USE OF THE INSTITUTE WEB SITE AND ANY PROGRAMS, SERVICES, TOOLS, MATERIALS, OR INFORMATION AVAILABLE THROUGH THE INSTITUTE WEBSITE OR USED IN CONNECTION THEREWITH (collectively, the or this “Institute Website”). THE INSTITUTE IS WILLING TO LICENSE AND ALLOW THE USE OF THIS INSTITUTE WEBSITE ONLY ON THE CONDITION THAT YOU ACCEPT AND AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS TOS. IF YOU DO NOT AGREE WITH THIS TOS, YOU ARE NOT GRANTED PERMISSION TO ACCESS OR OTHERWISE USE THE INSTITUTE WEBSITE AND ARE INSTRUCTED TO EXIT THE INSTITUTE WEBSITE IMMEDIATELY.

Terms And Conditions

LICENSE GRANT. The Institute Website is provided by the Institute, and this TOS provides to you a personal, revocable, limited, non-exclusive, royalty-free, non-transferable license to use the Institute Website and any programs, services, tools, materials, or information made available through or from the Institute Website conditioned on your continued compliance with the terms and conditions of this TOS. The Institute Website provides general educational information for parents and professionals. It is not intended to provide information about diagnosis and/or treatment. Questions about individual situations should be addressed to your healthcare professional. This TOS permits you to use and access for personal or business purposes only the Institute Website (i) on a single laptop, workstation, or computer and (ii) from the Internet or through an on-line network. You may also load information from the Institute Website into your laptop’s, workstation’s, or computer’s temporary memory (RAM) and print and download materials and information from the Institute Website solely for your personal or business use, provided that all hard copies contain all copyright and other applicable notices contained in such materials and information. If you are using the Institute Website on behalf of a company or other form of entity, please note that such a company or entity may have a separate agreement with Institute regarding access and usage privileges for the Institute Website, including, without limitation, a member services agreement with Institute. Nevertheless, your personal use of the Institute Website will be subject to the obligations and restrictions regarding use of the Institute Website as set forth in this TOS.
RESTRICTIONS. The foregoing license is limited. You may not use, copy, store, reproduce, transmit, distribute, display, rent, lease, sell, modify, alter, license, sublicense, or commercially exploit any data provided by Institute through the Institute Website in any manner not expressly permitted by this TOS. In addition, you may not modify, translate, decompile, create derivative work(s) of, copy, distribute, disassemble, broadcast, transmit, publish, remove or alter any proprietary notices or labels, license, sublicense, transfer, sell, mirror, frame, exploit, rent, lease, private label, grant a security interest in, or otherwise use in any manner not expressly permitted herein the Institute Website. Moreover, you may not (i) use any “deep link,” “page scrape,” “robot,” “spider,” or other automatic device, program, script, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of the Institute Website or in any way reproduce or circumvent the navigational structure or presentation of the Institute Website to obtain or attempt to obtain any materials, documents, or information through any means not purposely made available through the Institute Website, (ii) attempt to gain unauthorized access to any portion or feature of the Institute Website, including, without limitation, the account of another authorized user(s), or any other systems or networks connected to the Institute Website or to any Institute server or to any of the services offered on or through the Institute Website, by hacking, password “mining,” or any other illegitimate or prohibited means, (iii) probe, scan, or test the vulnerability of the Institute Website or any network connected to the Institute Website, nor breach the security or authentication measures on the Institute Website or any network connected to the Institute Website, (iv) reverse look-up, trace, or seek to trace any information on any other Authorized User of or visitor to the Institute Website, (v) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Institute Website or Institute’s systems or networks or any systems or networks connected to the Institute Website, (vi) use any device, software, or routine to interfere with the proper working of the Institute Website or any transaction conducted on the Institute Website, or with any other person’s use of the Institute Website, (vii) forge headers, impersonate a person, or otherwise manipulate identifiers in order to disguise your identity or the origin of any message or transmittal you send to Institute on or through the Institute Website, (viii) use the Institute Website to harvest or collect e-mail addresses or other contact information; (ix) market, co-brand, private label, separately distribute, resell, or otherwise permit third parties to access and use the Institute Website (or any part thereof) without Institute express, separate, and prior written permission, or (x) use the Institute Website in an unlawful manner or in a manner that could damage, disparage, or otherwise negatively impact the Institute.
USER OBLIGATIONS. By downloading, accessing, or using the Institute Website in order to view our information and materials or submit information of any kind, you represent that you are at least the legal age of majority and will, at all times, provide true, accurate, current, and complete information when submitting information or materials on the Institute Website, including, without limitation, when you provide information via a Institute Website registration or submission form. If you provide any false, inaccurate, untrue, or incomplete information, Institute reserves the right to terminate immediately your access to and use of the Institute Website. In addition, you agree to abide by all applicable local, state, national, and international laws and regulations with respect to your use of the Institute Website. Without limiting the generality of the foregoing, you agree that you shall not use nor disclose to any other party in a manner not permitted by this TOS any personally identifiable information, which you receive or which is made available from Institute in connection with this TOS. This TOS is also expressly made subject to any applicable export laws, orders, restrictions, or regulations. You shall not export the Institute Website (or access thereto) without complying with such laws, orders, restrictions, or regulations. In addition, you also acknowledge and agree that use of the Internet and access to or transmissions or communications with the Institute Website is solely at your own risk. While Institute has endeavored to create a secure and reliable Institute Website, you should understand that the confidentiality of any communication or material transmitted to/from the Institute Website over the Internet or other form of global communication network cannot be guaranteed. Accordingly, Institute is not responsible for the security of any information transmitted to or from the Institute Website. You agree to assume all responsibility concerning activities related to your use of the Institute Website, including, providing any support or meeting any requirements of your contracts with third parties, obtaining and paying for all licenses and costs for third-party software and hardware necessary for implementation of the Institute Website, and maintaining and backing up any data. Any support, training, updates, upgrades, or maintenance of or for the Institute Website shall only be available through the sale discretion of Institute or pursuant to the terms and conditions of a separate written agreement with Institute.
DELIVERY OF INFORMATION. When using and/or to facilitate the operation of certain features of the Institute Website, you may provide Institute with additional content or information (a “Posting”). In connection with delivering and providing to Institute any such Posting, you hereby and automatically grant to Institute a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable right and license (through multiple tiers) to copy, distribute, create derivative works from, display, modify, reformat, transmit, and otherwise use any such content or information as necessary in connection with the Institute Website and Institute’s service obligations in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content or information. With respect to any such content or information, you must also obtain at your sale expense all necessary consents, rights, permissions, and clearances (and provide Institute with reasonable proof thereof (if requested)) required for Institute to use such content or information in connection with Institute’s services and the Institute Website. Notwithstanding the foregoing, you acknowledge and agree that Institute shall not be responsible for any failures, inoperability, delays, or problems caused by your failure to obtain the necessary rights, clearance or permission or to provide any necessary content or information for your use of the Institute Website in a timely or accurate manner. Moreover, Institute assumes no responsibility for the deletion of or failure to store any content or information.
OTHER TERMS AND CONDITIONS. Additional notices, terms, and conditions may apply to membership, receipt of services, participation in a particular program, conference, training, or seminar, authorized user registration with the Institute Website, and/or to other specific portions or features of the Institute Website, all of which are made a part of this TOS by this reference. In particular, this TOS, in and of itself, shall not entitle you to any of the Institute’s benefits until you execute — and Institute accepts – such additional terms and conditions. You agree to abide by such other notices, terms, and conditions. If there is a conflict between this TOS and the terms posted for or applicable to a specific portion of the Institute Website, the latter terms shall control with respect to your use of that portion of the Institute Website. Institute’s obligations, if any, with respect to its programs, services, tools, materials, or information are governed solely by the terms, conditions, notices, and agreements pursuant to which they are provided, and nothing on this TOS should be construed to alter such terms, conditions, notices, and agreements.
USER NAME HANDLING POLICY. Registration as an Authorized User for access to certain areas of the Institute Website, namely, the Institute member area, may require both a user name and a password. Only one Authorized User can use one user name and password and, thus, one account. By limiting access, it helps avoid unauthorized usage by other persons or entities because anyone with knowledge of both your user name and password can gain entry to the Institute Website and to your account.

Accordingly, by using the Institute Website, you agree to consider your user name and password as confidential information and to keep your user name and password confidential. You also agree not to use another Authorized User’s user name and password. You will immediately notify Institute if you become aware of any loss or theft of your password or any unauthorized use of your user name and password. Institute cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations. Institute reserves the right to delete or change (with notice) a user name or password at any time and for any reason.

PRIVACY POLICY. You understand, acknowledge, and agree that the operation of certain programs, services, tools, materials, or information of the Institute Website requires the submission, use, and dissemination of various personal identifying information. Accordingly, if you wish to access and use those programs, services, tools, materials, or information of the Institute Website, you acknowledge and agree that your use of the Institute Website will constitute acceptance of Institute’s personal identifying information collection and use practices. Please see Institute’s Privacy Policy for a summary of Institute’s personal identifying information collection and use practices.
POSTINGS. This Institute Website may contain blogs, message boards, comment areas, questionnaires, chat rooms, and other interactive features where Authorized Users can share and display certain Postings. To the extent that the Institute Website contains such communication forums (collectively, “Forums”)’ you agree that by using the Institute Website you will not post or transmit any of the following materials on the Institute Website’s Forums:

anything that interferes with or disrupts the Institute Website or the operation thereof,
statements or material that defames, harasses, abuses, stalks, threatens, intimidates, or in any way infringes on the rights of others,
unauthorized copyrighted materials or any other material that infringes on the intellectual property rights, trade secrets, or privacy of others,
statements or material that violates other contractual or fiduciary rights, duties, or agreements,
statements or material that is bigoted, hateful, or racially offensive,
statements or material that encourages criminal conduct or that would give rise to civil liability or otherwise violates any law or regulation in any jurisdiction,
statements or material that constitutes anti-competitive collaboration and/or antitrust violations,
statements or material that contains vulgar, obscene, profane, or otherwise objectionable language or images that typically would not be considered socially or professionally responsible or appropriate in person,
statements or material that harms minors,
statements or material that impersonates any other person or entity, whether actual or fictitious, including, without limitation, employees and representatives of Institute,
statements or material that misrepresents your affiliation with any entity and/or Institute,
anything that violates the privacy or publicity rights of any other person, including, without limitation, displaying any personal identifying information of another individual,
chain letters or pyramid schemes,
statements or material that constitutes junk mail, spam, or unauthorized advertising or promotional materials,
statements or material that are “off-topic” for a designated Forum, and
files that contain malicious code, viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer, network, or the Institute Website.

The Authorized User experience is enhanced if you follow the foregoing and following guidelines. Please use etiquette. Please do not post any content or information of a personal nature, such as video or audio of friends and family. Please be succinct and stay on topic within a particular Forum. Please remember to respect others and their opinions. The Institute encourages open and sincere communication, but urges all Authorized Users to remember that Forums are intended to be a resource for all.

PERMISSION TO USE POSTINGS. You represent that you have all necessary rights to make the Posting available to Institute and a Forum, and you also acknowledge that such Postings are non-confidential for all purposes and that Institute has no control over the extent to which any idea or information may be used by any party or person once it’s posted or displayed. Accordingly, notwithstanding this right and license, it is understood that by merely permitting your information, content, and materials to appear on the Institute Website, Institute has not become and is not a publisher of such information, content, and materials and is merely functioning as an intermediary to enable you to provide and display a Posting. Moreover, Institute assumes no responsibility for the deletion of or failure to store any Posting and recommends that you do not post, display, or transmit any confidential or sensitive information.
NO PRE-SCREENING OF POSTINGS. Institute is not responsible for screening, policing, editing, or monitoring your or another Authorized User’s Postings and encourages all of its Authorized Users to use reasonable discretion and caution in evaluating or reviewing any Posting. Moreover, and except as provided below with respect to Institute’s right and ability to delete or remove a Posting (or any part thereof), Institute does not endorse, oppose, or edit any opinion or information provided by you or another Authorized User and does not make any representation with respect to, nor does it endorse the accuracy, completeness, timeliness, or reliability of any advice, opinion, statement, or other material displayed, uploaded, or distributed by you or any other Authorized User. Nevertheless, Institute reserves the right to delete or take other action with respect to Postings (or parts thereof) that Institute believes in good faith violate this TOS and/or are, or are potentially, unlawful or harmful to Institute or its programs, services, and goodwill. If you violate this TOS, Institute may, in its sole discretion, delete the unacceptable content from your Posting, remove or delete the Posting in its entirety, issue you a warning, and/or terminate your use of the Institute Website. Moreover, it is a policy of Institute to take appropriate actions under the Digital Millennium Copyright Act under U.S. Copyright Law and other applicable intellectual property laws. If you become aware of Postings that violate these rules regarding acceptable behavior or content, you may contact Institute as provided below.
NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT. Pursuant to 17 U.S.C. § 512(c)(2), all notifications of claimed copyright infringement on the Institute’s systems or Website should be sent to our Designated Agent. We have provided the following information for the exclusive purpose of notifying the service provider listed below that you allege an infringement of your copyright. Do not send other inquiries to this contact, as you will not receive a response to inquiries that are not related to copyright infringement.

Under federal law, you may be subject to severe civil penalties if you knowingly make a material misrepresentation that online material is infringing. These penalties include court costs and monetary damages, as well as attorneys’ fees. Such attorneys’ fees include those incurred by parties who are injured as a result of Institute’s relying on your misrepresentation, such as (a) a copyright owner, (b) a copyright owner’s licensee, or (c) us.

You must submit notice, in writing, to the following Designated Agent (DA):

Web site owner: SIMMS/MANN INSTITUTE FOR EDUCATION AND COMMUNITY DEVELOPMENT

Name of Agent Designated to Receive Notification of Claimed Infringement: Sean Carney

Full Address of Designated Agent to Which Notification Should be Sent: 9320 Wilshire Blvd. Suite 300, Beverly Hills, CA 90212

Telephone Number of Designated Agent: (310) 725-1395

Facsimile Number of Designated Agent: (310) 275-1897

Email Address of Designated Agent: update@simmsmanninstitute.org

Pursuant to 17 U.S.C. § 512(c)(3)(A), your Notification of Claimed Infringement must include the following:

the electronic or physical signature of the owner or of the person authorized to act on behalf of the owner of the copyright interest;
Identification of the copyrighted work (or works) that you claim has been infringed;
a description of the material that you claim is infringing, and the location where the original or an authorized copy of the copyrighted work exists (for example, the URL of the web site where it is lawfully posted; the name, edition and pages of a book from which an excerpt was copied, etc.);
a clear description of where the infringing material is located on our web site, including its URL, so that Institute can locate the material;
Your address, telephone number, and e-mail address;
a statement that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
PROPRIETARY RIGHTS. This TOS provides only a limited license to access and use the Institute Website.

Accordingly, you expressly acknowledge and agree that Institute transfers no ownership or intellectual property interest or title in and to the Institute Website to you or anyone else. All text, graphics, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including html code), programs, software, products, information, and documentation as well as the design, structure, selection, coordination, expression, “look and feel,” and arrangement of any content contained on or available through the Institute Website, unless otherwise indicated, are owned, controlled, and licensed by Institute and its successors and assigns and are protected by law including, but not limited to, United States copyright, trade secret, patent, and trademark law, as well as other state, national, and international laws and regulations. Except as expressly provided herein, Institute does not grant any express or implied right to you or any other person under any intellectual or proprietary rights. Accordingly, your unauthorized use of the Institute Website may violate intellectual property or other proprietary rights laws as well as other laws, regulations, and statutes. Please be aware that Institute does enforce its intellectual property rights to the fullest extent of the law and, in particular and without limitation, with respect to illegal use of terms confusingly similar to any of Institute’s trademarks. This Institute Website is Copyright © 2015 by the Simms-Mann Institute for Education and Community Development.

Institute also owns a copyright in the contents of the Institute Website as collective work and/or compilation and in the selection, coordination, arrangement, and enhancement of the content of the Institute Website. Any downloadable or printable programs, directories, databases, information, or materials available through the Institute Website and all copyrights, trade secrets, and know-how related thereto, unless otherwise indicated, are owned by Institute. Institute, the Institute logo, and all other names, logos, and icons identifying Institute and its programs, and services are proprietary trademarks of Institute, and any use of such marks, including, without limitation, as domain names, without the express written permission of Institute is strictly prohibited. Other service and entity names mentioned herein may be the trademarks and/or service marks of their respective owners.

FEEDBACK AND SUBMISSIONS. Institute welcomes your feedback and suggestions about Institute’s Website or services. By transmitting any suggestions, information, material, or other content (collectively, “feedback”) to Institute, you represent and warrant that such feedback does not infringe or violate the intellectual property or proprietary rights of any third party (including, without limitation, patents, copyrights, or trademark rights) and that you have all rights necessary to convey to Institute and enable Institute to use such feedback. In addition, any feedback received through the Institute Website will be deemed to include a royalty-free, perpetual, irrevocable, transferable, nonexclusive right and license for Institute to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works, and display (in whole or in part) worldwide, or act on such feedback without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content, and you hereby waive any claim to the contrary.
LINKS TO OTHER SITES. Institute may provide links, in its sole discretion, to other sites on the World Wide Web for your convenience in locating or accessing related information, products, and services.

These sites have not necessarily been reviewed by Institute and are maintained by third parties over which Institute exercises no control. Accordingly, Institute expressly disclaims any responsibility for the content, the materials, the accuracy of the information, and/or the quality of the products or services provided by, available through, or advertised on these third-party Web sites. Moreover, these links do not imply an endorsement with respect to any third party or any Web site or the products or services provided by any third party.

THIRD-PARTY PRODUCTS/SERVICES. Institute, in its sole discretion, may post the advertisements of third parties on the Institute Website and/or feature materials, programs, products, and services provided by third parties, including, without limitation, Institute’s members. Institute makes no representations with respect to, nor does it guarantee or endorse, the quality, non-infringement, accuracy, completeness, timeliness, reliability, or correct sequencing of such third-party materials, programs, products, and services or any other materials, programs, products, and services which such third-party materials, products, and services may access. Your correspondence or any other dealings with third parties found on the Institute Website are solely between you and such third party. Accordingly, Institute expressly disclaims responsibility and liability for all third-party provided materials, programs, products, and services contained on or accessed through the Institute Website, and you agree that Institute shall not be responsible for any loss or damage of any sort incurred as a result of any such dealings or as the result of the presence of such third parties on the Institute Website.
DISCLAIMER. WHILE INSTITUTE ENDEAVORS TO PROVIDE RELIABLE INFORMATION, SERVICES, PROGRAMS, SOFTWARE, AND MATERIALS, THE INFORMATION, SERVICES, PROGRAMS, SOFTWARE, AND MATERIALS AVAILABLE ON OR THROUGH THE INSTITUTE WEBSITE ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS AND MAY INCLUDE ERRORS, OMISSIONS, OR OTHER INACCURACIES. INSTITUTE IS ALSO NOT RESPONSIBLE FOR ANY POSTINGS PROVIDED BY YOU THAT ARE AVAILABLE THROUGH OR FROM THE INSTITUTE WEBSITE. MOREOVER, INSTITUTE MAY MAKE MODIFICATIONS AND/OR CHANGES IN THE INSTITUTE WEBSITE OR IN THE INFORMATION, SERVICES, PROGRAMS, SOFTWARE, AND MATERIALS AVAILABLE ON THE INSTITUTE WEBSITE AT ANY TIME AND FOR ANY REASON. YOU ASSUME THE SOLE RISK OF MAKING USE AND/OR RELYING ON THE INFORMATION, SERVICES, PROGRAMS, AND MATERIALS AVAILABLE ON THE INSTITUTE WEBSITE. INSTITUTE MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE RESULTS THAT CAN BE ACHIEVED FROM OR THE SUITABILITY, COMPLETENESS, TIMELINESS, RELIABILITY, LEGALITY, OR ACCURACY OF THE INFORMATION, SERVICES, PROGRAMS, AND MATERIALS AVAILABLE ON THE INSTITUTE WEBSITE FOR ANY PURPOSE, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OR ANY OTHER IMPLIED WARRANTY UNDER THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT AS ENACTED BY ANY STATE. INSTITUTE ALSO MAKES NO REPRESENTATION OR WARRANTY THAT THE INSTITUTE WEBSITE WILL OPERATE ERROR FREE OR IN AN UNINTERRUPTED FASHION OR THAT ANY FILES OR INFORMATION THAT YOU DOWNLOAD FROM THE SITE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES.
LIMITATION OF LIABILITY. You expressly absolve and release Institute from any claim of harm resulting from a cause beyond Institute’s control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other connection problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes, or other labor problems, wars, or governmental restrictions. MOREOVER, IN NO EVENT SHALL INSTITUTE BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE INSTITUTE WEBSITE, WITH THE DELAY OR INABILITY TO USE THE INSTITUTE WEBSITE, OR FOR ANY INFORMATION, SERVICES, PROGRAMS, PRODUCTS, AND MATERIALS AVAILABLE THROUGH THE INSTITUTE WEBSITE, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF INSTITUTE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY. NOTWITHSTANDING THE FOREGOING, TOTAL LIABILITY OF INSTITUTE FOR ANY REASON WHATSOEVER RELATED TO USE OF THE INSTITUTE WEBSITE SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO INSTITUTE IN CONNECTION WITH THE SUBJECT MATTER OF THE PARTICULAR DISPUTE DURING THE PRIOR THREE MONTHS.

INDEMNITY. You agree to defend, indemnify, and hold harmless Institute and affiliates and all of their respective employees/ agents/ directors/ officers/ shareholders/ attorneys/ successors/ and assigns from and against any and all claims/ proceedings/ damages/ injuries/ liabilities/ losses/ costs/ and expenses (including reasonable attorneys’ fees and litigation expenses) relating to or arising from any breach by you of this TOS.
NOTICE OF SECURITY BREACH. In addition to the foregoing indemnification obligation, if you discover or are notified of a breach or potential breach of security with respect to any personally identifiable information provided or made available by Institute, you shall immediately (i) notify Institute of such breach or such potential breach and (ii) if the applicable data was in your possession or control, including, without limitation, in instances where such possession or control was permitted by this TOS at the time of such breach or potential breach, you shall immediately (a) investigate such breach or such potential breach, (b) inform Institute of the results of such investigation, (c) assist Institute using commercially reasonable efforts in maintaining the confidentiality of such information, and (d) assist Institute as reasonably necessary to enforce Institute’s rights and to enable Institute to comply with any state or federal law requiring the provision of notice of any security breach with respect to any personally identifiable information of the affected or impacted data subjects.
GOVERNING LAW. This TOS has been made in and will be construed and enforced solely in accordance with the laws of the United States of America and the State of California, U.S.A. as applied to agreements entered into and completely performed in the State of California, You and Institute each agree to submit to exclusive subject matter jurisdiction, personal jurisdiction, and venue of the courts in the State of California for any disputes between us under or arising out of this TOS. You also agree to waive any right to a jury trial in connection with any action or litigation in any way arising out of or related to this TOS and acknowledge that either party may seek attorney’s fees in any proceeding. Any claim you might have against Institute must be brought within two (2) years after the cause of action arises, or such claim or cause of action is barred. You also acknowledge and agree that any applicable state law implementation of the Uniform Computer Information Transactions Act (including any available remedies or laws) shall not apply to this TOS and is hereby disclaimed. Institute makes no representation that the Institute Website is appropriate or available for use in other locations outside the State of California, and access to the Institute Website from states, territories, or nations where any aspect of the Institute Website is illegal is prohibited. You access the Institute Website on your own volition and are responsible for compliance with all applicable local laws with respect to your access and use of the Institute Website. A printed version of this TOS and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this TOS to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Please contact the Institute if you wish to receive a printed copy of this TOS.
ENFORCING SECURITY ON THE SITE. Actual or attempted unauthorized use of the Institute Website may result in criminal and/or civil prosecution, including, without limitation, punishment under the Computer Fraud and Abuse Act of 1986 under U.S. federal law. Institute reserves the right to view, monitor, and record activity on the Institute Website without notice or permission from you, including, without limitation, by archiving notices or communications sent by you through the Institute Website. Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with investigation or prosecution of possible criminal or unlawful activity on the Institute Website as well as to disclosures required by or under applicable law or related government agency actions. Institute will also comply with all court orders involving requests for such information. In addition to the foregoing, Institute reserves the right, at any time and without notice, to modify, suspend, terminate, or interrupt operation of or access to the Institute Website, or any portion of the Institute Website, in order to protect the Institute Website, Institute, or Institute’s business.
TERM AND TERMINATION. This TOS and your right to use the Institute Website will take effect at the moment you click “I ACCEPT” or you install, access, or use the Institute Website and is effective until terminated as set forth below. This TOS will terminate automatically if you click “I REJECT”. In addition, Institute reserves the right at any time and on reasonable grounds, which shall include, without limitation, any reasonable belief of fraudulent or unlawful activity or actions or omissions that violate any term or condition of this TOS, to deny your access to the Institute Website or to any portion thereof in order to protect its name and goodwill, its business, and/or other Authorized Users, and this TOS will also terminate automatically if you fail to comply with this TOS, subject to the survival rights of certain provisions identified below. Termination will be effective without notice. You may also terminate this TOS at any time by ceasing to use the Institute Website, but all applicable provisions of this TOS will survive termination, as identified below. Upon termination, you must destroy all copies of any aspect of the Institute Website in your possession. In addition to the miscellaneous section below, the provisions concerning Institute’s proprietary rights, feedback, indemnity, disclaimers of warranty, limitation of liability, and governing law will survive the termination of this TOS for any reason.
MISCELLANEOUS. You acknowledge that any breach, threatened or actual, of this TOS will cause irreparable injury to Institute, such injury would not be quantifiable in monetary damages, and Institute would not have an adequate remedy at law. You therefore agree that Institute shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of this TOS. Accordingly, you hereby waive any requirement that Institute post any bond or other security in the event any injunctive or equitable relief Institute sought by or awarded to Institute to enforce any provision of this TOS. The parties agree that this TOS is for the benefit of the parties hereto as well as Institute’s licensors. Accordingly, this TOS is personal to you, and you may not assign your rights or obligations to any other person or entity without Institute’s prior written consent. Failure by Institute to insist on strict performance of any of the terms and conditions of this TOS will not operate as a waiver by Institute of that or any subsequent default or failure of performance. If any provision (or part thereof) contained in this TOS is determined to be void, invalid, or otherwise unenforceable by a court of competent jurisdiction or on account of a conflict with an applicable government regulation, such determination shall not affect the remaining provisions (or parts thereof) contained herein and the illegal, invalid, or unenforceable clause shall be modified in compliance with applicable law in a manner that most closely matches the intent of the original language. No joint venture, partnership, employment, or agency relationship exists between you and Institute as result of this TOS or your utilization of the Institute Website. Headings herein are for convenience only. This TOS, along with the Institute’s Privacy Policy, represents the entire agreement between you and Institute with respect to use of the Institute Website, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written between you and Institute with respect to the Institute Website.