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.
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AGREEMENT DEFINITIONS
“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.
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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.
Unless explicitly stated otherwise, any new features that augment or enhance the
Service shall be subject to these Terms of Use. The Service may not be used for
any purpose not expressly permitted by these Terms of Use. You may not
reproduce, copy, duplicate, sell or resell any part of the Service, except to
the limited extent expressly permitted by these Terms of Use.
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ACCESS RIGHTS.
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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.
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USERS.
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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 info@ngbvlc.org
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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.
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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.
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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.
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RESTRICTIONS.
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:
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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;
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decompile, reverse engineer,
disassemble or otherwise attempt to obtain the source code, object code, or
underlying structure, ideas, or algorithms of the Services;
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merge or bundle the Services
with other software;
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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;
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duplicate, copy or reuse any
portion of the HTML/CSS, JavaScript, or visual design elements or concepts
(including the look and feel) of the Services;
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publicly disseminate
information from any source regarding the performance of the Services or
otherwise conduct any benchmark or stress tests;
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access, store, distribute or
transmit any viruses, worms, Trojan horses, or other harmful code that in
Supplier’ sole discretion, affects the Services;
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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;
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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;
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decipher any
transmissions to or from the servers running the Services;
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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.);
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interfere or
attempt to interfere in any manner with the proper functioning of the Services;
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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;
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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;
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Trying to interfere with
any user, host, or network, for example by sending a virus, overloading,
spamming, or mail-bombing;
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Using the products or services
to distribute malware;
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Impersonating or
misrepresenting your affiliation with any person or entity;
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Sharing any passwords, letting
anyone access your information with BWJP, or doing anything that might put your
information at risk;
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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.
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CUSTOMER'S OBLIGATIONS.
Customer agrees to:
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provide reasonable information and
assistance to Supplier to enable the Services to be rendered;
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comply with
all applicable local, state, provincial, national, federal and foreign laws in
connections with its use of the Services;
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notify Supplier immediately upon
becoming aware of any unauthorized use of the Services;
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designate a qualified
employee as Customer’s administrator for the Services;
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collect, input, update all Authorized Users data and material provided for use in
connection with the Services.
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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.
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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.
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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.
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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 info@ngbvlc.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.
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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.
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PAYMENTS TO CUSTOMER.
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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.
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TERM AND TERMINATION.
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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.
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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
events:
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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;
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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.
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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.
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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.
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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.
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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.
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THIRD PARTY TERMS.
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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.
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CUSTOMER
CONTENT
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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.
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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.
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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.
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Customer Content Representations and
Warranties
. 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:
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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;
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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
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your Customer Content could not be deemed by a
reasonable person to be objectionable, profane, indecent, pornographic,
harassing, threatening, embarrassing, hateful, or otherwise inappropriate.
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You have all necessary approvals and
authorizations to convey all licenses to Supplier hereunder.
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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.
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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.
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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.
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COPYRIGHT AND INTELLECTUAL PROPERTY PROTECTION
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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: 1-800-903-0111
Email: info@ngbvlc.org
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Content of Notification. Any notice
alleging that materials hosted by or distributed through the Services infringe
intellectual property rights must include the following information:
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an electronic or physical signature of the
person authorized to act on behalf of the owner of the copyright or other right
being infringed;
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a description of the copyrighted work or other
intellectual property that you claim has been infringed;
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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;
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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
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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.
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Repeat Infringers. Supplier will promptly
terminate the accounts of users that are determined by Supplier to be repeat
infringers.
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CUSTOMER'S DATA.
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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.
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Customer hereby also acknowledges and agrees
that Supplier processes personal data related to Customer, and or Customer’s
Affiliates, and/or their employees or representatives and/or the Authorized
Users and/or Customer’s (including Affiliates) connection data created through
the use and operation of the Services, in order to administer or manage
Supplier’ delivery of Services, as well as information about the contractual
commitments between Supplier and Customer, for the purpose of billing and
collection of payments, and of observing compliance with Customer’s obligations
under this Agreement. Customer hereby acknowledges and agrees that Supplier
also processes information and personal data that the Supplier collects, when
Customer submits a request for support services or other troubleshooting,
including information about hardware, software and other details related to the
support incident, such as authentication information, information about the
condition of the service, and error-tracking files. Supplier processes such
personal data in order to respond to the request and solve the problem
eventually reported. Customer also hereby acknowledges and accepts
Supplier’s
Privacy Policy (listed below).
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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.
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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.
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CONFIDENTIAL INFORMATION.
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.
-
INDEMNIFICATION.
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.
-
MODIFICATION.
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.
-
MISCELLANEOUS
-
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.
-
Entire Agreement. The
Agreement, including the Privacy Policy constitutes the entire
Agreement and contains the entire and exclusive understanding between the
parties with respect to the matters referenced herein. No terms other
than those expressly set out herein are deemed to be implied herein. No
amendment or modification of this Agreement shall be valid and binding
unless made and confirmed in writing or otherwise signed by the parties
hereto.
-
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 POLICY
This Privacy Policy informs you of our
policies and procedures regarding the collection, use, and disclosure of personal
information we receive from visitors and registered users of the National
Gender-Based Violence Learning Community (the "LMS"), a learning
management system operated by Battered Women’s Justice Project (“BWJP”).
This Privacy Policy explains what we do
with the information we collect, how we share it, and how we handle the content
you provide. It also explains your rights and the choices available to you
regarding our use of your personal information and how you can access and
update this information.
This Privacy Policy applies to the
information that we obtain through your use of the LMS via a "Device"
or when you otherwise interact with the LMS. A "Device" is any
computer used to access the LMS, including, without limitation, a desktop,
laptop, mobile phone, tablet, or other consumer electronic device.
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.
COOKIES
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
-
We do not associate IP addresses to individuals.
As such, visitor sessions will be tracked, but visitors will remain anonymous.
A User’s web browser places cookies on
their hard drive for record-keeping purposes and sometimes to track information
about them. Users may choose to set their web browser to refuse cookies or to
alert Users when cookies are being sent. If this is done note that some parts
of the Site may not function properly.
By using the LMS, you agree that we can place these types of cookies on
your device.
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:
-
Payment Processing Vendors: We accept
payments through a processing vendor, which is currently Stripe. When
processing payments, some user data will be passed to the processing vendor,
including information required to process or support the payment, such as the
purchase total and billing information. Please see the Stripe Privacy Policy
for more details.
-
Customer Relationship Management
Systems: We email customers and prospective customers using a customer
relationship management system, currently MailChimp. Users will also be added
to our marketing email lists if they give consent while filling out a contact
form, or when entering an email address in exchange for a free report or to
opt-in option for a newsletter. The newsletter opt-in option on the contact
form transmits the User’s email address to MailChimp. Please see MailChimp
Privacy Policy for more details.
-
Microsoft Azure:We use Microsoft Azure to host the LMS.
Please see the Microsoft Azure Privacy Policy for more details.
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.
CHANGES TO THIS PRIVACY POLICY:
BWJP has the discretion to update this
privacy policy at any time. When we do, we will revise the updated date at the
bottom of this page. We encourage users to frequently check this page for any
changes to stay informed about how we are helping to protect the personal
information we collect. You acknowledge and agree that it is your
responsibility to review this privacy policy periodically and become aware of
modifications.
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.
CONTACTING US:
If you have any questions about this
Privacy Policy, the practices of this site, or your dealings with this site,
please contact us at:
Battered Women’s Justice Project (BWJP)
540 Fairview Ave N; suite #208;
St. Paul, MN 55104, U.S.A.
Telephone: 1-800-903-0111
Updated October 6, 2022
