This Website Legal Terms and Conditions (the "Agreement") is an agreement between you ("Student"), your University ("University") and Alegria Technologies, LLC (the "Company"). Each of the terms "we", "us" and "our" means the Company. The effective date of this Agreement is when Student accepts or is deemed to accept this Agreement in accordance with the procedure set out in this Agreement for use of the Services (as hereinafter defined). The terms "Student", "University" and "Company" are hereinafter collectively referred to as the "Parties" or "you" or "You."
This Agreement will affect your legal rights and we strongly recommend that you read the agreement in its entirety and seek independent legal advice to address any questions you may have regarding the Agreement prior to using our software.
1. Applicability of Terms and Conditions
By accessing this website, you represent and warrant to the Company that you fully understand and agree to comply with all of the terms and conditions of this Agreement and that failure to abide by these terms and conditions may result in disqualification, account closure, and/or legal action against you by the Company. This Agreement incorporates by reference all guidelines or rules applicable to our service, which are posted on our website from time to time, as may be amended from time to time by the Company.
2. Ownership and Copyright
The Parties acknowledge that any and all information, content, reports, data, databases, graphics, interfaces, web pages, text, files, software, product names, company names, trade-marks, service-marks, logos and trade names including the name and content of the university customized instance contained on this website (collectively the "Content") including the manner in which the Content is presented or appears and all information relating thereto, are the property of their respective owners as indicated, the Company or its licensors, as the case may be. Without limiting the generality of the foregoing, the term "Content" shall also include images, pictures, graphics, photographs, animations, videos, music, audio, text, and the Services (as defined below) located on the Company website. You agree that the Content is protected by copyright law and the Company reserves all right in relation to the Content.
3. Permitted Use
The Company hereby grants to the Student and the University a personal, non-transferable and non-exclusive license to access, read and download one copy of the Content solely for your use of this website and to use a web-based software program that is a risk mitigation tool for universities to respond to campus-based acts of violence (hereinafter collectively referred to as the "Services.") You further agree that your use of the software accessed on or through this website (the "Software") is governed by the terms and conditions of this Agreement and the Company’s Software License (Hosted Subscription) Agreement, to which this Terms and Conditions Agreement is attached as Exhibit B and incorporated by reference in the Software License (Hosted Subscription) Agreement. For more information on the terms and conditions and the rights and restrictions attached to your use of the Software please see our Software License (Hosted Subscription) Agreement. You agree that in the event of a conflict between our Terms and Conditions and the Software License (Hosted Subscription) Agreement, as they relate specifically to the use of the Software, the terms of the Software License (Hosted Subscription) Agreement shall prevail.
4. Restrictions on Use
You agree that you will not:
(i) distribute the Content for any purpose including without limitation compiling an internal database, redistributing or reproduction of the Content by the press or media or through any commercial network, cable or satellite system; or
(ii) create derivative works of, reverse engineer, decompile, disassemble, adapt, translate, transmit, arrange, modify, copy, bundle, sell, sub-license, export, merge, transfer, adapt, loan, rent, lease, assign, share, outsource, host, publish, make available to any person or otherwise use, either directly or indirectly, the Content in whole or in part, in any form or by any means whatsoever, be they physical, electronic or otherwise. You shall not permit, allow or do anything that would infringe or otherwise prejudice the proprietary rights of the Company or its licensors or allow any third-party to access the Content. The restrictions set out in this Agreement shall not apply to the limited extent the restrictions are prohibited by applicable law.
5. License to Use your Information; Privacy
The Company complies with FERPA when dealing with personally identifiable user data. Unless required by law, we will not sell, share, disclose, or give away personally identifiable User data to any third party not otherwise associated or allied with the Company or a user's school.
7. No Warranties, Limitations on Liability and Disclaimers
YOUR ACCESS TO OUR WEBSITE, THE CONTENT, DOWNLOAD OF THE SOFTWARE AND PARTICIPATION IN THE SERVICES IS AT YOUR SOLE OPTION, DISCRETION AND RISK. THE COMPANY SHALL NOT BE LIABLE FOR COMPUTER MALFUNCTIONS OR ATTEMPTS BY YOU TO PARTICIPATE IN THE SERVICES BY METHODS, MEANS OR WAYS NOT INTENDED BY THE COMPANY. OUR WEBSITE, THE CONTENT, THE SERVICES AND THE SOFTWARE ARE PROVIDED TO YOU "AS IS", WITHOUT ANY REPRESENTATIONS, WARRANTIES, GUARANTEES OR CONDITIONS, OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, WARRANTIES AS TO UNINTERRUPTED OR ERROR FREE OPERATION, AVAILABILITY, ACCURACY, COMPLETENESS, CURRENTNESS, RELIABILITY, TIMELINESS, LEGALITY, SUITABILITY, PRIVACY, SECURITY, MERCHANTABILITY, QUALITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, OR THOSE ARISING OUT OF A COURSE OF DEALING OR USAGE OF TRADE. THE COMPANY DOES NOT WARRANT THE FUNCTIONS CONTAINED IN OUR WEBSITE, THE SERVICES OR THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THEIR OPERATIONS WILL BE UNINTERUPPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE USE, QUALITY AND PERFORMANCE OF OUR WEBSITE, THE SERVICESAND THE SOFTWARE LIES WITH YOU. IN NO CASE WILL THE COMPANY'S, ITS AFFILIATES', AGENTS', LICENSORS', SUPPLIERS', AND THEIR RESPECTIVE DIRECTORS', OFFICERS' AND EMPLOYEES' CUMULATIVE TOTAL LIABILITY ARISING UNDER ANY CAUSE WHATSOEVER (INCLUDING WITHOUT LIMITATION YOUR USE OF OUR WEBSITE, THE SERVICES OR THE SOFTWARE, BREACH OF CONTRACT, TORT, NEGLIGENCE, GROSS NEGLIGENCE, OR OTHERWISE) BE FOR MORE THAN THE AMOUNT, IF ANY, YOU PAID TO ACCESS OUR WEBSITE.
THE COMPANY WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR YOUR USE OF OUR WEBSITE, THE SERVICES, OR THE SOFTWARE, HOWEVER THEY ARISE, WHETHER FOR BREACH OF CONTRACT OR IN TORT, EVEN IF THE COMPANY RECEIVED PRIOR NOTICE OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT, SHALL THE COMPANY BE LIABLE FOR ANY MALFUNCTIONS OF THE SOFTWARE, BUGS OR VIRUSES, RESULTING IN LOST DATA OR ANY OTHER DAMAGE TO YOUR COMPUTER EQUIPMENT OR SOFTWARE. FURTHER, THE COMPANY IS NOT REQUIRED TO PROVIDE REDUNDANT OR BACKUP NETWORK AND/OR SYSTEMS.
THERE IS NO GUARANTEE THAT PERSONAL INFORMATION AND TRANSACTIONS ON THIS WEBSITE OR ON THE INTERNET WILL BE MAINTAINED CONFIDENTIAL AND SECURE. THE USE OF THIS WEBSITE AND THE CONTENT IS AT YOUR OWN RISK AND THE COMPANY ASSUMES NO LIABILITY OR RESPONSIBILITY PERTAINING TO THE CONTENT, YOUR USE OF THE WEBSITE OR THE RECEIPT, STORAGE, TRANSMISSION OR OTHER USE OF YOUR PERSONAL INFORMATION.
THE COMPANY ASSUMES NO OBLIGATION TO UPDATE THE CONTENT ON THIS SITE. THE CONTENT ON THIS SITE MAY BE CHANGED WITHOUT NOTICE TO YOU. THE COMPANY IS NOT RESPONSIBLE FOR ANY CONTENT OR INFORMATION THAT YOU MAY FIND UNDESIRABLE OR OBJECTIONABLE. THE COMPANY DISCLAIMS ANY LIABILITY FOR UNAUTHORIZED USE OR REPRODUCTION OF ANY PORTION OF THE WEBSITE. ACCESSING THE CONTENT FROM TERRITORIES WHERE IT MAY BE ILLEGAL IS PROHIBITED.
This website may contain links to other sites. The Company does not assume responsibility for the accuracy or appropriateness of the information, data, opinions, advice, or statements contained at such sites, and when you access such sites, you are doing so at your own risk. In providing links to the other sites, the Company is in no way acting as a publisher or disseminator of the material contained on those other sites and does not seek to monitor or control such sites. A link to another site should not be construed to mean that the Company is affiliated or associated with same. The Company does not recommend or endorse any of the content, including without limitation any hyper-links to or content found, on other websites. The mention of another party or its product or service on this website should not be construed as an endorsement of that party or its product or service.
The Company will not be responsible for any damages you or any third-party may suffer as a result of the transmission, storage or receipt of confidential or proprietary information that you make or that you expressly or implicitly authorize the Company to make, or for any errors or any changes made to any transmitted, stored or received information.
THE TERMS OF THIS AGREEMENT MAY BE CHANGED, FROM TIME TO TIME BY THE COMPANY ACTING IN ITS SOLE DISCRETION, WITHOUT NOTICE TO YOU. WE STRONGLY RECOMMEND THAT YOU REVIEW THE TERMS AND CONDITIONS OF THIS AGREEMENT ON A REGULAR BASIS TO STAY INFORMED OF SUCH CHANGES, IF ANY.
This Agreement is effective until terminated by the Company, with or without cause, in the Company's sole and unfettered discretion. The Company may terminate this Agreement without notice to you if you fail to comply with any of its terms. Any such termination by the Company shall be in addition to and without prejudice to such rights and remedies as may be available to the Company under this Agreement, including injunction and other equitable remedies.
The disclaimers, limitations on liability, ownership, termination, interpretation, your license to the Company, your warranty and the indemnity provisions of this Agreement shall survive the termination or expiry of this Agreement.
You agree at all times to indemnify, defend and hold harmless the Company, its directors, officers, shareholders and employees, including the Company's agents, suppliers, affiliates and their respective directors, officers and employees, against all actions, proceedings, costs, claims, damages, demands, liabilities and expenses whatsoever (including legal and other fees and disbursements) sustained, incurred or paid by the Company directly or indirectly in respect:
(i) of your use or misuse of the Content or this website in any manner whatsoever, including without limitation infringement claims, participation in the Services and your entitlement to any winnings through the use of such Services.
(ii) of events perceived to be resulting from the delay, failure or interruption of connectivity of the Software
10. Registration and the Services
To use the Services affiliated with the Keys to Coping website, you will need to register for an account ("Account") by choosing a unique account name and password and entering other information such as your first and last name, address, email and telephone number. You agree to provide only true and current information and you further agree to update this information as necessary to keep it true and current. By registering on or through our website you will be able to access the Services.
11. Rules and Procedures of the Services
The Services will be used pursuant to procedures as specifically set out on the website in the Rules Section of the Software, as well as other sections of our website and Software, including but not limited to "How to Use" and any other page that governs the use of the Services, all of which are specifically incorporated herein by way of reference.
12. Limited Use and Acknowledgement of Risk
The Services are for use by the Student in furtherance of a mission of the University. Your participation in the Services is solely for your own personal use. You agree to keep your Account information secret and confidential and to not allow anyone else to use it.. Any participation in the Services is at your sole option, discretion and risk.
13. Legality of Participation
You may only participate in the Services if you are over 18 years of age or are a full time student at the institution licensing this software, and it is legal for you to do so according to the laws that apply in the jurisdiction from where you are connecting to this website or the Software. You agree and acknowledge that the Company has no duty to provide you any legal advice or assurances with respect to the applicable laws governing your right to participate in the Services and that it is your sole responsibility to ensure, at all times, that you comply with the laws that govern you and your rights to use the Services. By using the Services, you represent and warrant to the Company that you are in compliance with applicable laws when using the Services and have the legal right to use the Services. Use of the Services is void for whomever and wherever prohibited by law.
14. Disclosure to Third Parties
You agree to keep your Account secret and confidential and to not allow anyone else to use it. If you intentionally or unintentionally, directly or indirectly, disclose your Account Name and password to another person, and such disclosure results in a third party participating in the Services using your Account Name and password, such participation shall be valid (subject to compliance with the terms of this Agreement), and you will not be refunded any resulting losses, regardless of whether such third party did or did not obtain your consent. The Company shall not be required to maintain Account Names or passwords if you misplace, forget, lose, or are otherwise unable to enter your Account for any reason other than the Company's fault.
15. Suspension, Modification, Removal and Addition of Services
The Company reserves the right to suspend, modify, remove and/or add any Services in its sole discretion and without notice. In the event of such suspension, modification, removal or addition of any Service for any reason, the Company will not be liable to you in any way.
GENERAL CONTRACT PROVISIONS
16. Settlement of Disputes
You fully understand and agree that our Website and Company records shall be the final authority in determining the terms of your participation in the Services, the activity resulting therefrom and the circumstances in which they occurred.
18. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of State of Ohio, without giving effect to conflicts of law principles. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms.
19. Entire Agreement, Modification and Amendments
You fully understand and agree to be bound by the terms and conditions contained herein and as modified and/or amended from time to time. The Company reserves the right to modify and amend this Agreement at any time with or without notice. Such amendments will become effective immediately upon being posted on our website. It is your sole responsibility to review this Agreement and amendments hereto each time you visit our website. The terms and conditions contained herein represent the complete and final agreement between you and the Company and supersede any and all prior agreements, representations or statements made by the Company.
The division of this Agreement into sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. In this Agreement, words importing the singular number include the plural and vice versa, words importing gender include all genders; and words importing persons include individuals, sole proprietors, partnerships, corporations, trusts and unincorporated associations. All references to money amounts in this Agreement, unless otherwise specified, are in United States dollars.
This Agreement shall enure to the benefit of and be binding upon each of us and our respective successors and permitted assigns. You acknowledge having read this Agreement before accepting it, having the authority to accept this Agreement and having received a copy of this Agreement.
PLEASE DOWNLOAD OR PRINT A COPY OF THE TERMS OF THE AGREEMENT FOR YOUR REFERENCE. IN ADDITION, WE SUGGEST THAT YOU DOWNLOAD OR PRINT AND STORE ALL TRANSACTION RECEIPTS AND SERVICES RULES AS APPLICABLE TO YOUR ACTIVITIES.
The terms "we", "us", "our" and the Company shall mean Alegria Technologies, LLC, and the term "you" shall mean you, being the user of the Service. The capitalized words and phrases used herein shall have the meaning ascribed to them in our Terms and Conditions unless otherwise defined herein or the context otherwise requires.
1. Information Collected.
We consider information that may be used to identify an individual, including, but not limited to, first and last name, home or other physical address, email address, phone number or other contact information to be "Personal Information." You may be asked to provide Personal Information when you use our website, register for an account or to use our services, download our Software, correspond with us by email, or provide us with feedback regarding this website or our products and services. The Personal Information that we collect may include: contact information, shipping information, billing information, transaction history, website usage preferences, and feedback regarding our products and services. In addition, when you interact with the Service, our servers keep an activity log unique to you that collects the information including: source IP address, time of access, date of access, web page(s) visited, language use, operating system and type of browser used. This is not considered Personal Information. In general, you can visit our website without telling us who you are and without revealing any Personal Information about yourself. We do not collect Personal Information about you on the Service unless you voluntarily provide it to us.
2. Means of Collecting & Processing Data
We may automatically collect certain data as discussed above and receive Personal Information about you where you provide such information through the Service or other communications and interactions with the University. In addition, we may engage the services of third-party service providers to provide technical support, process your online transactions and maintain your online accounts. We will have access to any information you provide to such vendors, service providers and third-party e-commerce services so that we can process your transactions, maintain your accounts, meet certain business requirements and provide you with promotional offers and information regarding Keys to Coping and our products and services. We use this Personal Information to process your transactions and support your use of the Service. Subject to our Legal Terms and Conditions and paragraphs 3 and 4 below, this information may be disclosed only to our staff and to third parties involved in the completion of your transactions or in support of your use of the Service.
3. Information Use
We use your Personal Information to deliver the products and services, and to provide Licensee support, to process any of your online transactions, to answer your questions, and for any other purpose related to the operation of the Service and the programs, products and services offered on the Keys to Coping website. Your Personal Information may also be shared with our affiliates, subsidiaries or agents for technical support and to process transactions you initiate on the Service and deliver the products and services. From time-to-time, we may request information from you via surveys or contests.
4. Certain Excluded Disclosures
We may disclose your Personal Information as set out in our Legal Terms and Conditions, if requested to do so by legal authorities or required to do so by law, or if we believe in good faith that such action is necessary to: (1) conform to applicable laws or to comply with any legal process served on us, the website or the Service; (2) protect and defend our rights or property; or (3) act to protect the personal safety of users of the Service or the public. If we should ever file for bankruptcy or be acquired by a third party, merge with a third party, sell all or part of our assets, or otherwise transfer substantially all of our assets to a third party, you hereby agree and consent to any sale, transfer or assignment by us to such third party of your Personal Information and all other information you have provided to us through the Service.
We understand the importance of information security and the methods required to secure information. We store all of the Personal Information we receive directly from you in a password-protected database residing within our secure network behind active state-of-the-art firewall software. The Keys to Coping website and the Service support SSL Version 3 with 128 bit encryption.
8. Protection of Children
The Service is not intended for or directed to persons under the age of 18. Any person who provides their information to us through any part of the Service represents to us that they are 18 years of age or older. It is our policy to endorse the Children's Online Privacy Protection Act of 1998 (US) and to use our best efforts to comply with this Act.
9. Third-Party Practices
10. Legal Disclaimer
The Service operates "AS-IS" and "AS-AVAILABLE," without liability of any kind. We are not responsible for events beyond our direct control. Because of the complex and constantly changing nature of our technology and business, we cannot guarantee nor do we represent that there will be error-free performance regarding the privacy of your Personal Information, and we will not be liable for any indirect, incidental, consequential or punitive damages relating to the use or release of your Personal Information.
11. Consent to Privacy Statement