PLEASE READ THIS SERVICE TERMS AND CONDITIONS (“Agreement”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY BATTERED WOMEN’S JUSTICE PROJECT (“SUPPLIER” or “BWJP”, AS DEFINED BELOW). BY USING THIS SOFTWARE AND/OR THE SERVICES, YOU AGREE TO BECOME BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT ON BEHALF OF YOURSELF OR THE ORGANIZATION, COMPANY, OR ENTITY FOR WHICH YOU ACT (“CUSTOMER” or “YOU”) AND REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND CUSTOMER TO THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY OR YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT, AND YOU WILL NOT HAVE ANY RIGHT TO USE THE SERVICES OFFERED BY SUPPLIER. REGISTRATION BY “BOTS” OR OTHER AUTOMATED METHODS IS NOT PERMITTED. SUPPLIER’S ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS; IF THIS AGREEMENT IS CONSIDERED AN OFFER BY SUPPLIER, ACCEPTANCE IS EXPRESSLY LIMITED TO THIS AGREEMENT.
“Affiliate” means any entity that, directly or indirectly, controls, is under common control with, or is controlled by a party. For this purpose, “control” means the power to direct or cause the direction of the management or policies of such entity, whether through beneficial ownership of voting securities, by contract or otherwise.
“Authorized User” means Customer’s and/or Customer’s Affiliates’ employee, contractor, agent, or any other individual authorized by Customer to access and use the Services, via Customer’s account, for the purpose specified herein. Customer is responsible for Authorized Users’ compliance with this Agreement.
“BWJP”means Battered Women’s Justice Project (BWJP), a U.S.A. based 501(c) (3) nonprofit organization, having its registered office at 540 Fairview Ave N; suite #208; St. Paul, MN 55104, U.S.A.
“Customer Delivered Course” means a course Customer makes available, presents, or otherwise administers to Authorized Users.
“Customer Store Course” means a course and related materials Customer requests to make available for purchase to third parties.
“Customer Website Portal” means the customers own website page used to access the Services or LMS Portal.
“Documentation” means the user guides, videos, on line help, training materials and any other documentation made available to Customer regarding use of Services.
“Effective Date” means the first date that Customer accesses the Services.
“EULA” means End User Legal Agreement
“LMS Services” means services and materials relating to structuring and presenting online courses for Authorized Users, including Supplier’ proprietary course content.
“Order” means an ordering document entered into by and between Supplier and Customer.
“Portal” means the URL to access the Services.
“Services” means Supplier’s hosted internet accessible learning management service, under the name BWJP LMS made available to Customer via the Portal.
“Supplier” means Battered Women’s Justice Project (BWJP), a U.S.A. based 501(c)(3) nonprofit organization, having its registered office at 540 Fairview Ave N; suite #208; St. Paul, MN 55104, U.S.A.
OVERVIEW OF SERVICES.
The BWJP LMS is offering a cloud subscription-based eLearning service. By accessing the LMS through a set of subscription packages, our customers (“Customers”) can train their personnel or any other group of people they wish or provide distance eLearning services.
Customers may create a Portal to the BWJP LMS on their website (that is owned and managed exclusively by them) or enter through the BWJP website Portal or directly the BWJP LMS. The Customer specifies, customizes and provides access to the service/courses to the authorized users (“Users”) consisting of course Instructors and Learners.
The Service enables a User to do some or all of the following: view online content; take online classes/tests; connect with other users; participate in online discussions; register for live-trainings, webinars, or meetings; download resources (e.g., toolkits, books, PowerPoints, transcripts); conduct performance reviews and goal-setting; conduct succession planning; create and/or administer conferences, trainings, classes/tests; offer trainings, classes/tests, tools and resources for sale, and purchase goods and services offered by BWJP.
The course Instructors specify and manage the content of the courses, which may include registration, text documents, video and audio files, images, presentations. Learners attend the courses and are subject to tests, for which they are graded; Learners have access to their own grades through the service. Each Learner can view his/her/their grades and extract reports, by means of supplying the reporting criteria through the respective service interface, regarding his/her/their own performance and his/her/their overall use of the service. Each Instructor can extract reports for the activity of his/her/their courses. The Customer can extract reports for the total activity of their courses, including all its Users.
- LMS Services. Subject to Customer’s compliance with the terms and conditions set forth herein, Supplier hereby grants to Customer a non-exclusive, non-assignable, limited right to access and use the LMS Services solely for Customer’s internal business operations, and up to the maximum number of Customer’s Authorized Users and Courses set forth in the applicable Customer’s account, during the term of the applicable Subscription (as defined in Section 7.3). Supplier will use commercially reasonable efforts to provide access the Services.
- Registration. Customer must register for an account to access portions of the Services. Customer agrees that the information provided for purposes of account registration is accurate and will be kept accurate and up-to-date at all times. Customer is solely responsible for maintaining the confidentiality of Customer’s account and password and accepts responsibility for all activities that occur under the account. Customer will not share passwords, authentication credentials, or other means of account access with a third party, except Authorized Users. If Customer has reason to believe that Customer’s account is no longer secure, Customer must immediately notify Supplier at email@example.com
- User Subscriptions.In order to use the software provided in connection with these Terms, and to receive services from BWJP, you are required to purchase a subscription. However, BWJP’s support staff will only offer support to the primary cloud hosted site. The maximum number of current Authorized Users the Customer may authorize to access and use the Services at any given time shall not exceed the number listed in the Order or elected plan (unless explicitly defined otherwise under Customer elected plan). Each user subscription shall correspond to unique Authorized User(s) who will subscribe, access and use the Services by use of a password protected access to the Portal. Each Authorized User is responsible for maintaining the security of that Authorized Users’ account and password. Customer shall maintain an up-to-date list of current Authorized Users. Customer shall use all reasonable endeavors to prevent any unauthorized access to, or use of, the Services and/or the Documentation.
- Support Policy. A current subscription gives you access to BWJP’s help desk, and standard documentation. Support is provided via email only. BWJP does not offer telephone, video conferencing, online chat, or in-person support services. Support is available from 8:00 AM to 5:00 PM Eastern Standard Time, Monday through Friday, excluding BWJP employee holidays and all federal holidays of the United States. Inquiries received outside of these hours will be addressed during the following business day. Support includes password resets, access, enrollment, and navigation assistance and general help with using functionality within the system.
- Administration of Customer Delivered Courses. Customer is solely responsible for, and Supplier has no responsibility of any kind with respect to (a) administration and operation of each Customer Delivered Course, (b) support of Authorized Users with respect to participation in a Customer Delivered Course, (c) ensuring that Customer Delivered Courses do not violate or infringe the intellectual property rights of a third party; and (d) ensuring that Customer Delivered Courses are not offensive, profane, obscene, libelous or otherwise illegal.
Customer has no right to access or use the Services for any purposes except as may be otherwise expressly set forth in this Agreement. All use of the Services must be only as provided in this Agreement and only in accordance with Supplier’ applicable Documentation. Customer shall not and shall not enable or assist any third party to:
- modify, alter, adapt, copy, translate, perform and display or create derivative works based on the Services or proceed to any action that may be properly characterized as copyright infringement by applicable law;
- decompile, reverse engineer, disassemble or otherwise attempt to obtain the source code, object code, or underlying structure, ideas, or algorithms of the Services;
- merge or bundle the Services with other software;
- except as expressly permitted under Section 4.3of this Agreement or under the Store Courses, sell, resell, license, lease, publish, display (publicly or otherwise), distribute, rent, lease or otherwise transfer or by any means make available,either directly or via another reseller, to a third party the Servicesor include the Services in a service bureau, time-sharing, or equivalent offering;
- publicly disseminate information from any source regarding the performance of the Services or otherwise conduct any benchmark or stress tests;
- access, store, distribute or transmit any viruses, worms, Trojan horses, or other harmful code that in Supplier’ sole discretion, affects the Services;
- modify, disable or compromise the integrity or performance of Services, data or Supplier’s systems (including probing, scanning or testing the vulnerability of any Supplier system or network that hosts Services;
- tamper with or hack Supplier’s systems, circumvent any security or authentication measures, or attempt to gain unauthorized access to the Services, related Supplier systems, networks or data;
- decipher any transmissions to or from the servers running the Services;
- overwhelm or attempt to overwhelm Supplier’s infrastructure by imposing an unreasonable volume of load on Supplier’s system that consumes extraordinary resources (CPU’s, memory, disk space, bandwidth etc.);
- interfere or attempt to interfere in any manner with the proper functioning of the Services;
- include any material during the course of its use of the Services that is unlawful, harmful, defamatory, infringing, facilitates illegal activity, harassing, depicts sexually explicit images and/or causes damage or injury to any person or property. Without prejudice to Supplier’ other rights and remedies, Supplier reserves the right, without liability to the Customer, to disable Customer’s access to any material in the event that Customer breaches the restriction provisions of this clause;
- Using the products or support services to: share illegal content or promote illegal activities; share content that is defamatory, obscene, pornographic, vulgar, offensive, discriminatory, hateful, racist, harassing, or harmful; or that promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; make threats or organize acts of real-world violence; harass others; or to violate privacy, laws, regulations, or any other third party’s rights;
- Trying to interfere with any user, host, or network, for example by sending a virus, overloading, spamming, or mail-bombing;
- Using the products or services to distribute malware;
- Impersonating or misrepresenting your affiliation with any person or entity;
- Sharing any passwords, letting anyone access your information with BWJP, or doing anything that might put your information at risk;
- Re-posting support forum content or documentation on any external websites, social media outlets, or any other websites. Posting screen captures of this content is strictly prohibited. Your violation of these Terms will be grounds for immediate termination of your subscription and all access to support services, documentation, updates, and other content will be discontinued.
Customer agrees to:
- provide reasonable information and assistance to Supplier to enable the Services to be rendered;
- comply with all applicable local, state, provincial, national, federal and foreign laws in connections with its use of the Services;
- notify Supplier immediately upon becoming aware of any unauthorized use of the Services;
- designate a qualified employee as Customer’s administrator for the Services;
- collect, input, update all Authorized Users data and material provided for use in connection with the Services.
PAYMENT FOR SERVICES.
Services may require you to pay fees. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. All fees are in U.S. Dollars.
- Price. Supplier reserves the right to determine pricing for the Services. Supplier may change the fees for any feature of the Services, including additional fees or charges, if Supplier gives you advance notice of changes before they apply. Supplier, at its sole discretion, may make promotional offers with different features and different pricing to any of Supplier’ customers. These promotional offers, unless made to you, will not apply to your offer or this Agreement. The fees set forth in the applicable Order are exclusive of all federal, state, municipal, or other government excise, sales, use, value added or other taxes now in force or enacted in the future, and Customer shall pay any such tax. Unless otherwise set forth in the Order, Customer shall pay all Supplier’ invoices within 30 days of the date on the invoice. Payment of the amounts due to Supplier shall be made in accordance with the payment schedule set forth on the Order.
- Authorization. You authorize Supplier or a third party payment processor to charge all sums for the Orders you enter into, orders that you make and any level of Services you select as described in this Agreement or published by Supplier, including all applicable taxes, to the payment method specified in your account. If you pay any fees with a credit card, a third party payment processor may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.
- Subscription Services. The paid Services may include automatically recurring payments for periodic charges (“Subscription”). The price, term, and restrictions of any Subscription will be set forth in an applicable Order. The “Subscription Billing Date” is the date when you purchase your first Subscription. For information on the “Subscription Fee,” please see your Order. Your account will be automatically invoiced on the Subscription Billing Date all applicable fees and taxes for the next Subscription period. The Subscription will continue unless and until you cancel your Subscription or we terminate it. You must cancel your Subscription before it renews in order to avoid billing of the next periodic Subscription Fee to your account. We will bill the periodic Subscription Fee to the payment method you provide to us during registration (or to a different payment method if you change your payment information). You may cancel the Subscription by contacting us at help at firstname.lastname@example.org. If Customer terminates the Subscription for convenience, Customer will not be eligible to receive a refund of pre-paid amounts. If you elect not to renew a Subscription, you acknowledge and accept that this may result to Customer Content becoming inaccessible or permanently deleted.
- Delinquent Accounts. Supplier may suspend or terminate access to the Services, for any account for which any amount is due but unpaid. In addition to the amount due for the Services, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any the unpaid amount, including collection fees. Supplier shall have the right to charge interest on unpaid amounts at a rate of the lesser of 1.5% per month or the maximum amount allowed by law.
PAYMENTS TO CUSTOMER.
- If you offer third parties or Authorized Users a Customer Store Course Store Course or Customer Delivered Course, as applicable, in exchange for a fee, then you may receive the fees charged less certain fees and expenses (your “Customer Fees” ) as outlined in your Order using Supplier’s third-party service provider ( e.g., Stripe). You may be required to have an account with that third-party service provider (e.g., Stripe) to receive your Customer Fees, and you may be charged fees for any related processing services. Any fees charged by Supplier’s third-party service provider or by any other financial institution are between you and that provider or institution and may be subject to their terms and conditions or any agreement you have with them.
TERM AND TERMINATION.
- Term of Agreement. The term of this Agreement will commence on the Effective Date and will continue in effect unless terminated in accordance with this Agreement (the “Term”). On the effective date of termination of this Agreement, all then-current Subscriptions under the Agreement will also terminate unless otherwise agreed by Supplier and Customer.
Termination for Cause.Either party
shall have the right at any time, by giving notice, to terminate this Agreement
without liability to the other on the occurrence of any of the following
- if the other party commits a breach of any of the terms and conditions of this Agreement and such breach has not been rectified within thirty (30) days after receipt of notice to rectify served on the defaulting party by the other party;
- if the other party becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits an appointment of a receiver for its business or assets, becomes subject to any proceedings under any bankruptcy or insolvency law, whether domestic or foreign, is liquidated, voluntarily or otherwise, or suffers any similar action in consequence of debt; or (c) if the other party engages in illegal activities.
- Termination for Convenience. Customer may terminate this Agreement any time without cause upon 30 days’ prior written notice to Supplier, in which case any active Subscription will be deemed terminated as well. Customer acknowledges that should Customer terminate for convenience, any pre-paid fees to Supplier corresponding to the unused Subscription term are non-refundable.
- Effect of Termination. Upon termination of these this Agreement: (a) your license rights will terminate and you must immediately cease all use of the Services; (b) you will no longer be authorized to access your account or the Services; (c) you must pay Supplier any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination and Sections 1, 5, 7, 9.5, 9.6, 10, 13, 15, 16.3, 17, 18, 19, 20, and 21 will survive.
- Modification of the Services. Supplier reserves the right to modify or discontinue the Services at any time (including by limiting or discontinuing certain features of the Services), temporarily or permanently, without notice to you. Supplier will have no liability for any change to the Services or any suspension or termination of your access to or use of the Services.
OWNERSHIP OF INTELLECTUAL PROPERTY.
As between the parties, Supplier and its licensors retain all intellectual property rights in and to the Services and its components, including the source code, Documentation, Portals, URLs, appearance, structure, organization, preparatory design material, and all other elements of the Services (“Materials”). As between the parties, all Materials in the Services are the property of Supplier or its third party licensors. Other than the right to use the Services for the Term provided in this Agreement, nothing in this Agreement grants Customer any right in the Services. Supplier reserves all rights to the Materials not granted expressly in this Agreement. To the extent Customer provides Supplier with any feedback relating to the Services (including feedback related to usability, performance, interactivity, bug reports and test results) (“Feedback”), Supplier will own all right, title and interest in and to such Feedback (and Customer hereby makes all assignments necessary to achieve such ownership). Customer shall report promptly to Supplier any third-party claim served on Customer relating to the intellectual property rights in the Services or the Documentation.
THIRD PARTY TERMS.
- Third Party Services and Linked Websites. Supplier may provide tools through the Services that enable you to export information, including Customer Content, to third-party services, including through features that allow you to link your account on Supplier with an account on the third-party service, such as Twitter or Facebook, or through our implementation of third party buttons (such as “like” or “share” buttons). By using one of these tools, you agree that Supplier may transfer that information to the applicable third-party service. Third-party services are not under Supplier’ control, and, to the fullest extent permitted by law, Supplier is not responsible for any third-party service’s use of your exported information. The Services may also contain links to third-party websites. Linked websites are not under Supplier’ control, and Supplier is not responsible for their content.
- Customer Content Generally. Certain features of the Services may permit users to upload courses and other content to the Services, including Customer Delivered Courses messages, reviews, photos, video, images, folders, data, text, and other types of works (“Customer Content”) and to publish Customer Content on the Services. You retain any copyright and other proprietary rights that you may hold in the Customer Content that you post to the Services.
- Limited License Grant to Supplier. By providing Customer Content to or via the Services, you grant Supplier a worldwide, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, and distribute your Customer Content, in whole or in part, for providing the Services as described in this Agreement.
- Limited License Grant to Other Customers. By providing Customer Content to or via the Services to other users of the Services, you grant those users a non-exclusive license to access and use that Customer Content as permitted by this Agreement and the functionality of the Services.
Customer Content Representations and
. Supplier disclaims any and all
liability in connection with Customer Content. You are solely responsible for
your Customer Content and the consequences of providing Customer Content via
the Services. By providing Customer Content via the Services, you affirm,
represent, and warrant to us that:
- you are the creator and owner of the Customer Content, or have the necessary licenses, rights, consents, and permissions to authorize Supplier and users of the Services to use and distribute your Customer Content as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by Supplier, the Services, and this Agreement;
- your Customer Content, and the use of your Customer Content as contemplated by this Agreement, does not and will not: (i) infringe, violate, or misappropriate any third-party right, including intellectual property rights; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Supplier to violate any law or regulation; and
- your Customer Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.
- You have all necessary approvals and authorizations to convey all licenses to Supplier hereunder.
- You hereby represent and warrant, under your own responsibility that no Personal Data subject to General Data Protection Regulation (EU) 2016/679 (“GDPR”) is, or will be, processed by BWJP as a Processor on your behalf as part of the product, services, or these Terms. You shall communicate to BWJP in writing, without undue delay, any anticipated change affecting this representation and warranty. If you communicate any anticipated change affecting this representation and warranty to BWJP, you and BWJP will determine, in good faith, if a data processing agreement is necessary. As good faith, you agree that you will: (a) specifically identify the sections of GDPR implicated by the products or services, (b) reasonably articulate to BWJP the Personal Data you will be providing to BWJP for Processing; and (c)provide BWJP with all reasonably requested information and access. If the parties mutually agree that GDPR is applicable, you agree to enter into BWJP’s standard data processing agreement, without modification, which shall amend these Terms, as is reasonably required: (a) to reflect each party’s obligations and risks under GDPR, and (b) for BWJP to provide the products and services in a manner that allows you and BWJP to comply with the respective obligations under GDPR before the change affecting this representation and warranty. You agree to assist BWJP in any request or procedure by a national data protection supervisory authority, or in any lawsuit, relating to the processing of any Personal Data covered by this representation and warranty. Furthermore, you shall indemnify and hold BWJP harmless for any cost, charge, damages, expenses, or loss (including reasonable attorneys’ fees) arising from your noncompliance with this section. Any undefined terms used herein shall have the meaning set forth in GDPR.
- Customer Content Disclaimer. We are under no obligation to edit or control Customer Content that you or other users post or publish, and will not be in any way responsible or liable for Customer Content. Supplier may, however, at any time and without prior notice, screen, remove, edit, or block any Customer Content that in our sole judgment violates this Agreement or is otherwise objectionable. You understand that when using the Services you will be exposed to Customer Content from a variety of sources and acknowledge that Customer Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Supplier with respect to Customer Content. If notified by a user or content owner that Customer Content allegedly does not conform to this Agreement, we may investigate the allegation and determine in our sole discretion whether to remove the Customer Content, which we reserve the right to do at any time and without notice. For clarity, Supplier does not permit copyright-infringing activities on the Services.
- Monitoring Content. Supplier does not control and does not have any obligation to monitor: (a) Customer Content; (b) any other content made available by third parties; or (c) the use of the Services by its users. You acknowledge and agree that Supplier reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Services for operational purposes. If at any time Supplier chooses to monitor the content, Supplier still assumes no responsibility or liability for content or any loss or damage incurred as a result of the use of content.
COPYRIGHT AND INTELLECTUAL PROPERTY PROTECTION
DMCA Notification. We comply with the
provisions of the Digital Millennium Copyright Act applicable to Internet
service providers (17 U.S.C. § 512, as amended). If you have an intellectual
property rights-related complaint about material posted on the Services, you
may contact our Designated Agent at the following address:
Attn: BWJP (Copyright Notification)540 Fairview Ave N; suite #208;St. Paul, MN 55104, U.S.A.Tel: 1-800-903-0111Email: email@example.com
Content of Notification. Any notice
alleging that materials hosted by or distributed through the Services infringe
intellectual property rights must include the following information:
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
- a description of the copyrighted work or other intellectual property that you claim has been infringed;
- a description of the material that you claim is infringing and where it is located on the Services;
- your address, telephone number, and email address;
- a statement by you that you have a good faith belief that the use of the materials on the Services of which you are complaining is not authorized by the copyright or intellectual property owner, its agent, or the law; and
- a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
- Repeat Infringers. Supplier will promptly terminate the accounts of users that are determined by Supplier to be repeat infringers.
- DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. § 512, as amended). If you have an intellectual property rights-related complaint about material posted on the Services, you may contact our Designated Agent at the following address:
- Customer hereby acknowledges and agrees that Supplier’ performance of this Agreement requires Supplier to process, transmit and store personal data under the documented instructions of the Customer and as further specified in the Data Processing Addendum (“DPA”) which form an integral part to this Agreement.
- Supplier shall process information and personal data under this paragraph for the Term of the Agreement and until collection of payments, unless processing after the Term is necessary for compliance with a legal obligation or for the establishment, exercise or defense of legal claims.
- Customer hereby acknowledges and agrees that Supplier shall process the name and email address of the Customer to communicate with the Customer for the presentation and promotion of the Services or of new services. Customer may at any time, free of charge, unsubscribe from such electronic communication, easily by clicking the button “unsubscribe” contained in the electronic communication.
During the Term, in connection with this Agreement, each party (a “Disclosing Party”) may disclose to the other party (a “ Receiving Party ”) confidential or proprietary materials and information of the first party (“Confidential Information”). All materials and information disclosed by Disclosing Party to Receiving Party under this Agreement and identified at the time of disclosure as “Confidential” or bearing a similar legend, and all such other information that the Receiving Party reasonably should have known was the confidential information of the Disclosing Party, will be considered “Confidential Information”; for the avoidance of doubt, the Services, all pricing information and terms of this Agreement, are Confidential Information of Supplier. Receiving Party will maintain the confidentiality of the Confidential Information and will not disclose such information to any third-party without the prior written consent of Disclosing Party. Receiving Party will only use the Confidential Information internally for the purposes contemplated under this Agreement . The obligations in this Section 15 will not apply to any information that: ( a) is made generally available to the public without breach of this Agreement, (b) is developed by the Receiving Party independently from the Disclosing Party’s Confidential Information, (c) is disclosed to Receiving Party by a third-party without restriction, or (d) was in the Receiving Party’s lawful possession prior to the disclosure to the Receiving Party and was not obtained by the Receiving Party either directly or indirectly from the Disclosing Party. Receiving Party may disclose Confidential Information as required by law or court order; provided that, Receiving Party provides Disclosing Party with prompt written notice thereof and uses its best efforts to limit disclosure. At any time, upon Disclosing Party’s request, Receiving Party will return to Disclosing Party all Disclosing Party’s Confidential Information in its possession, including all copies and extracts thereof. Notwithstanding the foregoing, (i) Receiving Party may disclose Confidential Information to any third-party to the limited extent necessary to exercise its rights, or perform its obligations, under this Agreement; provided that, all such third parties are bound in writing by obligations of confidentiality and non-use at least as protective of the Disclosing Party’s Confidential Information as the terms of this Agreement and (ii) all Feedback be solely, as between the parties, Confidential Information of Supplier.
LIMITED WARRANTY AND DISCLAIMER
- Each party warrants that: (a) it is a validly existing company in accordance with respective local laws; (b) it has full power, legal right and authority to enter into this Agreement, and to do all acts and things and execute and deliver all other documents as are required hereunder to be done, observed or performed by it in accordance with its the terms of this Agreement; and (c) it has taken all necessary corporate action to authorize the creation, execution, delivery and performance of this Agreement, and to observe and perform the provisions of this Agreement in accordance with their terms.
- Supplier further warrants that during throughout the Term, when utilized in accordance with their current Documentation and under normal use and circumstances, the Services will operate in material conformance with the Documentation under normal use and circumstances.
- Except as set forth in THIS SECTION 16, Supplier makes no representations or warranties or conditions of any kind concerning the Services, the MATERIALS, or their use, accuracy, or function. Specifically, Supplier PROVIDES THE SERVICES ON AN “AS-IS” BASIS AND “AS-AVAILABLE BASIS” AND disclaims all warranties, express, implied, or statutory, regarding the Services, including any warranties of merchantability, fitness for a particular purpose, title, and non-infringement. No representation or other affirmation of fact regarding the Services shall be deemed a warranty or guarantee for any purpose or give rise to any Supplier’ liability of third parties whatsoever. Customer acknowledges that it relied on no warranties or statements other than as may be set forth herein. Supplier DOES NOT WARRANT THAT THE services or CONTENT OFFERED THROUGH THE services, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND Supplier DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. CUSTOMER IS SOLELY RESPONSIBLE FOR DETERMINING FEES CHARGED TO Authorized USERS, AND SUPPLIER WILL NOT BE LIABLE FOR ANY DISCREPANCY BETWEEN FEES CHARGED TO CUSTOMER’S USERS AND FEES CUSTOMER OWES TO SUPPLIER. THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS IN THIS SECTION 16.3 APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Supplier does not disclaim any warranty or other right that Supplier is prohibited from disclaiming under applicable law.
LIMITATION OF LIABILITY
- TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL SUPPLIER AND ITS AFFILIATES BE LIABLE TO CUSTOMER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO CUSTOMER’S ACCESS TO OR USE OF, OR CUSTOMER’S INABILITY TO ACCESS OR USE, THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY SUPPLIER ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE SUPPLIER ENTITIES TO CUSTOMER FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICES OR OTHERWISE UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT CUSTOMER HAS PAID TO SUPPLIER FOR ACCESS TO AND USE OF THE SERVICES IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM; OR (B) $100.
- EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THIS AGREEMENT. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION 17 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
Customer will defend, indemnify, and hold Supplier harmless from and against all third-party claims, actions, proceedings, regulatory investigations, damages, losses, judgments, settlements, costs and expenses (including attorneys’ fees), arising from or in connection with: (a) Customer’s breach of any laws or regulations (including with respect to privacy); (b) Customer’s or any Authorized User’s use of the services; and (c) Customer’s violation of any agreements it has with any Authorized User.
Supplier reserves the right to change this Agreement on a going-forward basis at any time. Please check this Agreement periodically for changes. If a change to this Agreement materially modifies Customer’s rights or obligations, Supplier may require that Customer accept the modified Agreement in order to continue to use the Services. Customer must accept the proposed modifications to continue accessing or using the Services. Supplier shall be deemed to have accepted the modified Agreement if, at the expiration of three (3) business days, Customer has not responded to the notice provided by Supplier. If Customer objects to the modifications, its exclusive remedy is to cease any and all access and use of the Services. If the effective date of the modifications is during the term of a Subscription and Customer objects to the modifications, then (as its exclusive remedy) Customer may terminate its affected Subscription upon notice to Supplier. To exercise this right, Customer must provide Supplier with notice of its objection and termination within 30 days after Supplier provides notice of the modifications. Material modifications are effective upon Customer’s acceptance of the modified version of the Agreement. Immaterial modifications are effective upon publication. Except as expressly permitted in this Section 19, this Agreement may be amended only by a written agreement signed by authorized representatives of the parties to this Agreement. Disputes arising under this Agreement will be resolved in accordance with the version of this Agreement that was in effect at the time the dispute arose.
SANCTIONS & EXPORT CONTROLS.
- You acknowledge that the Services may be subject to U.S. and international export control laws and regulations. You agree to comply with all applicable export and reexport control laws and regulations, including the Export Administration Regulations maintained by the U.S. Department of Commerce and trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control. You agree not to—directly or indirectly—sell, export, reexport, transfer, or divert the service provided by Supplier to any destination, entity, or person prohibited by the laws or regulations of the United States, without obtaining prior authorization from the competent government authorities as required by those laws and regulations. Additionally, you warrant that you are (1) not located in Cuba, Iran, North Korea, or Syria or the Crimea Region of the Ukraine, and (2) not a denied party as specified in the regulations listed above. This export control clause shall survive termination or cancellation of this Agreement.
- b. International Use. Recognizing the global nature of the internet, you agree to comply with all local rules regarding online conduct and acceptable content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data in the country, jurisdiction, state and locality in which you reside. BWJP makes no representations that the Service is appropriate or available for use in your location. Access to the Service from your jurisdiction is at your own risk, and you are responsible for compliance with local law.
- Notices. Any notice, request, instruction or other document to be given under this Agreement to any party hereunder shall be in the English language, in writing, and sent by first class mail, confirmed facsimile or major commercial rapid delivery courier service to the address specified on the Customer’s account or, to BWJP at 540 Fairview Ave N; suite #208; St. Paul, MN 55104, U.S.A.
- Severability. In the event of any one or more provisions of this Agreement becoming invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
- Waiver. No waiver by either party of any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of this Agreement.
- Force Majeure.Any delay in or failure of performance by either party under this Agreement will not be considered a breach of this Agreement and will be excused to the extent caused by any occurrence beyond the reasonable control of such party including accident, acts of God, fire or water damage, criminal conduct, neglect, acts of war, riots, strikes, lightening, electrical disturbances or other similar causes. Such events, occurrences or causes do not include inability to meet financial obligations. The time of performance hereunder is extended by a period of time lost because of such delay. Notwithstanding any other provisions of this section, should the Force Majeure Event last for more than 30 days, the non-affected party may terminate this Agreement immediately upon written notice to the affected party.
- Marketing. During the Term: (a) Customer agrees to participate in marketing efforts reasonably requested by Supplier; (b) Supplier may disclose that Customer is a customer of Supplier to third parties; and (c) Supplier may include on and in Supplier website, marketing materials, and conference presentations and other speaking opportunities, Customer’s testimonials and other feedback regarding the Services, name, website URL, use case, and logo and other marks. Upon request from Customer, Supplier will promptly stop making the disclosure and use described in the foregoing sentence except to the extent already included in any then-existing materials.
- Assignment. This Agreement is not assignable or transferable by Customer except with Supplier’ prior written consent; provided, however, that Customer may, upon prior written notice to Supplier, transfer and assign its rights and obligations under this Agreement to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets to which this Agreement relate. If such a transfer or assignment is made in favor of a direct competitor of Supplier, then Supplier may terminate this Agreement upon written notice to Customer. Supplier may freely assign this Agreement. Any assignment in violation of the foregoing is void.
- Governing law, Jurisdiction. Any dispute arising hereunder shall be exclusively construed in accordance with the laws of Minnesota without regard to principles of conflict of laws. For the purpose of this Agreement, Customer consents to the personal jurisdiction and venue of the courts located in the State of Minnesota.
PRIVACY OF MINORS:
The Service is not directed to individuals under the age of 13. In the event that we discover that a child under the age of 13 has provided personally identifiable information to us, we will make efforts to delete the child’s information if required by the Children’s Online Privacy Protection Act. Please see the Federal Trade Commission’s website (www.ftc.gov) for more information.
WHAT WE COLLECT AND STORE:
PERSONALLY IDENTIFIABLE INFORMATION
We may collect personally identifiable information from users in a variety of ways, including, but not limited to; when users visit our site, send us a message, place an order, subscribe to a newsletter, and in connection with other activities, services, features or resources we make available on our Site.
Users may be asked for, as appropriate, name, email address, mailing address, credit card information. Users may, however, visit our Site anonymously. We collect personally identifiable information that is voluntarily submitted by an individual user or an organization sponsoring the relevant user’s use of the paid portions of the Site.
Users can always refuse to supply personally identification information, except that it may prevent them from engaging in certain Site related activities. Users can request the deletion of this information by us at
NON-PERSONALLY IDENTIFIABLE INFORMATION:
We may collect non-personally identifiable information about users whenever they interact with our Site. Non-personally identifiable information may include the browser name, the type of computer and technical information about users means of connection to our Sites, such as the operating system and the Internet service providers utilized and other similar information.
How we use collected information
BWJP may collect and use user personal information for the following purposes:
To improve customer service
The information provided helps us respond to customer service requests and support needs more efficiently.
To personalize user experience
We may use information in the aggregate to understand how our users as a group use the services and resources provided on our Site.
To personalize user experience
We may use information in the aggregate to understand how our users as a group use the services and resources provided on our Site.
To improve our Site
We may use feedback provided to improve our products and services.
To process payments
We may use the information users provide about themselves when placing an order only to provide service to that order. We do not share this information with outside parties except to the extent necessary to provide the service.
To run a promotion, contest, survey or other Site feature
To send users information they agreed to receive about topics we think will be of interest to them.
To send periodic emails
We may use the email address to send User information and updates pertaining to their order. It may also be used to respond to their inquiries, questions, and/or other requests. If User decides to opt-in to our mailing list, they will receive emails that may include company news, updates, related product or service information, etc. If at any time the User would like to unsubscribe from receiving future emails, we include detailed unsubscribe instructions at the bottom of each email.
HOW WE PROTECT INFORMATION:
We adopt appropriate data collection, storage and processing practices and security measures to protect against unauthorized access, alteration, disclosure or destruction of personal information, username, password, transaction information and data stored on our Site.
ANALYTICS & TRACKING
We reserve the right to use Google Analytics or another trusted vendor for visitor analytics. We may use tracking to personalize experiences for any Users who have provided their email address to BWJP.
Our Site may use “cookies” and log information to enhance User experience. This information includes, but is not limited to:
- Usage levels of specific areas of our site;
- Origin of our site’s audience;
- Browser and operating system of site visitors; and
WHO HAS ACCESS TO STORED DATA
Members of our team have access to the information Users provide to us. We provide role-based access to data. We may use third-party partners to operate and maintain our Software and deliver our products and services. Third-party service providers are prohibited from using or disclosing your personal data except as necessary to perform services on our behalf or to comply with legal requirements:
- Contact information (name and email address) may be provided for technical or functional support and ensuring the security of the Software.
WHAT WE SHARE WITH OTHERS
We share information with third parties who help us provide our service, some of which have their own privacy policies, including:
LEGALLY COMPELLED DISCLOSURES
We may disclose your personal data if required to do so by law or subpoena or if we believe that such action is necessary to: (a) conform to the law applicable to the LMS; (b) comply with a judicial or court order, or comply with legal processes served on us or Affiliated Parties; or (c) protect and defend our rights and property,LMS, and/or the users of the LMS and is encrypted and protected with digital signatures. We endeavor to protect the security and integrity of sensitive Personal Information provided, due to the inherent nature of the Internet as an open global communications vehicle, we cannot guarantee information, either during transmission through the Internet or while stored on our systems or otherwise in our care, will be absolutely safe from intrusion by others, such as hackers.
If you contact us by e-mail or any contact form or similar feature, you should be aware that your transmission might not be secure. An unaffiliated third party could view the information you send by these methods in transit. We accept no liability for disclosure of your information due to errors or unauthorized acts by third parties during or after transmission.
In the unlikely event that we believe the security of your Personal Information in our possession or control may have been compromised, we may seek to notify you of that development. If required by law, we will notify you of that development. If notification is appropriate, we shall endeavor to do so as promptly as possible under the circumstances, and (insofar as we have your e-mail address) we may notify you by e-mail. You consent to our use of e-mail as a means of such notification.
SHARING OF PERSONAL INFORMATION:
We do not sell, trade, or rent a User’s personal identification information to others. We may share generic aggregated demographic information not linked to any personal identification information regarding visitors and users with our business partners, trusted affiliates and advertisers for the purposes outlined above. We may use third-party service providers to help us operate our business and the Site or administer activities on our behalf, such as sending out newsletters or surveys. We may share information with these third parties for those limited purposes provided that users have given us permission.
THIRD PARTY WEBSITES:
Users may find advertising or other content on our Site that link to the sites and services of our partners, suppliers, advertisers, sponsors, licensors and other third parties. We do not control the content or links that appear on these sites and are not responsible for the practices employed by websites linked to or from our Site. In addition, these sites or services, including their content and links, may be constantly changing. These sites and services may have their own privacy policies and customer service policies. Browsing and interaction on any other website, including websites which have a link to our Site, is subject to that website’s own terms and policies.
ACCEPTANCE OF THESE TERMS:
By using this Site, you signify your acceptance of this policy. If you do not agree to this policy, please do not use our Site. Your continued use of the Site following the posting of changes to this policy will be deemed your acceptance of those changes.
Battered Women’s Justice Project (BWJP)
540 Fairview Ave N; suite #208;
St. Paul, MN 55104, U.S.A.
Updated October 6, 2022