End User License Agreement Terms & Conditions
Please read these Terms and Conditions (“Terms”) of this End User License Agreement carefully because they create a binding agreement between you or the company you represent and KidSafe Foundation, a tax-exempt non-profit organization under Section 501(c)(3) of the Internal Revenue Code, and our affiliates and subsidiaries (“KidSafe,” “we,” or “us”).
The following Terms apply only to the specific services, features, functionality, data processing resources, and training materials (“Services”) to which the Terms relate. In the event of a conflict between the Terms and the terms and conditions of the Master Subscription Agreement, Software License and Services Agreement, Master Services Agreement, Work Order, or other agreement with us governing our provision of and your use of our software and/or Services (the “Agreement”), the terms and conditions of these Terms apply, but only to the extent of such conflict. Capitalized terms used herein but not defined herein shall have the meanings set forth in the Agreement.
Use of the Websites
You may access and use the Websites and their functionality in accordance with these Terms and provided that you are in good standing under the Agreement, if applicable.
You may only use the Websites to store, retrieve, query, serve, and execute content that is owned, licensed, or lawfully obtained by you or provided by us. As part of the Websites’ functionality, you may be allowed to use certain software (including related documentation and attendant audio/visual content) provided by us or third party licensors. This software is neither sold nor distributed to you and you may use it solely as part of the Services. You may not transfer it outside the Services or use it outside of the context of the Websites without specific authorization to do so.
You must comply with the current technical documentation applicable to the Websites as posted or otherwise communicated by us and updated by us from time to time. In addition, if you create technology that works with a Website or its functionality, you must comply with the current technical documentation applicable to that Website. We accept no liability for any use of the software/Services or Website functionality in any combination other than those that have been specifically tested and approved for use, as documented in the technical documentation.
You must provide information or other materials related to any content that you transmit to the Websites as may be reasonably requested by us to verify your compliance with the Agreement and these Terms. You will reasonably cooperate with us to identify the source of any problem with the Websites or the Services related to the Websites that we reasonably believe may be attributable to your use of the Websites or those Services or any data or other materials that you control.
To access the features of the Websites, you may be required to create an account and to specify a password; if you are accessing features of the Websites on behalf of an organization, company, or employer, then the organization, company, or employer may create an account for you. To create or to access an account, you must be at least 18 years old and you must provide truthful and accurate information about yourself. If your information changes at any time, please update your account to reflect those changes, or notify us or your employer in writing so that we may update our records to reflect any necessary changes. If you are using or logging into an account assigned to you by an administrator, additional terms may apply to your use of the Websites. Moreover, your administrator may be able to access or disable your account without our involvement.
You may not share your account with anyone else, and you are required to keep your password and any other login credentials confidential. If you believe that your account has been compromised at any time, please notify your system administrator (or us, if you have no system administrator) immediately.
Modifications to Services
We reserve the right to change the available features or to modify our Websites at any time, with or without notice to you. We may add or remove functionality, features, or content, and we may suspend or discontinue support for a particular feature. We also reserve the right to charge a fee for any of our features at any time, subject to the terms and conditions of the Agreement, if applicable. If you do not like a change or a modification, you are free to discontinue using the features or our Websites at any time.
Security & Data Privacy
We will implement commercially reasonable and industry accepted efforts to maintain our security systems in such a way as to minimize the threat of unauthorized access to the Websites and the Services and functionality provided there. Notwithstanding our commercially reasonable efforts, however, you acknowledge that use of a hosted environment for the Services you are accessing necessarily involves transmission of data over networks that are not owned, operated, or controlled by us, and that we are not responsible for any data that are lost, altered, intercepted, or stored across such networks. We cannot guarantee that our security procedures will be error-free, that transmissions of data will always be secure, or that unauthorized third parties will never be able to defeat our security measures or those of our third party service providers.
You acknowledge and agree that content you upload, post, or otherwise transmit to the Websites during use will not violate any of the Policies posted here https://www.kidsafefoundation.org/terms-use, or any applicable data privacy statutes, rules, or regulations including, but not limited to, the Health Insurance Portability and Accountability Act (HIPAA), the Health Information Technology for Economic and Clinical Health (HITECH) Act, the General Data Protection Regulation (GDPR), and similar or counterpart regulations in effect in any jurisdiction from which the Websites are accessed. You are solely responsible for complying with all applicable laws and regulations with respect to all data transmitted to the Websites.
These Terms, the conditions under which you may access the Websites, and our responsibilities with respect to applicable data protection laws, may vary in different jurisdictions.
You agree that you will not knowingly introduce any viruses, worms, time bombs, time locks, drop dead devices, traps, access codes, trap door devices, or any other code that is designed to disrupt, disable, erase, alter, harm, or otherwise impair the Websites or the Services and functionality provided there.
Intellectual Property Matters
You acknowledge and agree that you will not (and will not permit others to), and will not attempt to: copy any software provided at the Websites; assign or transfer the license for any software; distribute the software to any third party; reverse assemble, reverse compile, or otherwise translate software included at any Website; create any derivative work of the software (within the meaning of United States copyright laws); or remove any patent, copyright, trademark, ownership, confidentiality, or other notices or legends in the software or any other materials or documentation accessible via the Websites. The obligations of this paragraph are in addition to the obligations stated in the Agreement unless otherwise expressly stated in the Agreement, if applicable.
These Terms will be in effect beginning on the date you select the “I Agree” button below or login and use the Websites (whichever first occurs) and will continue for as long as you continue to use the Websites.
You are free to stop using the Websites at any time. We reserve the right to suspend or terminate your access to the Websites with notice to you if: (i) you are in breach of these Terms; (ii) you are in breach of the Agreement, if applicable; or (iii) you are using the Websites or the Services in a manner that would cause a risk of harm or loss to us or other users or subscribers. We will provide you with reasonable advance notice via the email address associated with your account to remedy the breach or other activity that prompted us to contact you. If, after such notice, you fail to take requested remedial action, we will terminate or suspend your access to the Services, the Websites, or both.
We reserve the right to terminate your access to the Websites immediately, i.e., without notice to you, in the event that: (i) you are in material breach of these Terms; (ii) you are in material breach of the Agreement; or (iii) providing notice would cause us legal liability or compromise our ability to provide the Services and functionality offered on the Websites to our other users or subscribers.
Discontinuation of Services
We may decide to discontinue the Websites in response to unforeseen circumstances beyond KidSafe’s control or to comply with a legal requirement. If we do so, we will engage in commercially reasonable efforts to provide reasonable notice to you and to the party(ies) to the Agreement, if applicable, prior to the discontinuation.
Services Provided “AS IS”
TO THE FULLEST EXTENT PERMITTED BY LAW, KIDSAFE AND ITS AFFILIATES, LICENSORS, SUPPLIERS, AND DISTRIBUTORS MAKE NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, REGARDING THE WEBSITES OR THE CONTENT ACCESSIBLE DIRECTLY OR INDIRECTLY VIA THE WEBSITES. THE WEBSITES AND THEIR FUNCTIONALITY ARE PROVIDED "AS IS." WE EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE, THAT THE WEBSITES OR THIRD-PARTY CONTENT WILL BE UNINTERRUPTED, ERROR FREE, OR FREE OF HARMFUL COMPONENTS, AND THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED.
Limitation of Liability
WE DO NOT EXCLUDE OR LIMIT OUR LIABILITY TO YOU WHERE IT WOULD BE ILLEGAL TO DO SO—THIS INCLUDES ANY LIABILITY FOR KIDSAFE’S FRAUD OR FRAUDULENT MISREPRESENTATION IN PROVIDING THE WEBSITES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KIDSAFE, ITS AFFILIATES, LICENSORS, SUPPLIERS, AND DISTRIBUTORS WILL NOT BE LIABLE TO YOU FOR: (i) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES;OR (ii) ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS, REGARDLESS OF LEGAL THEORY.
THESE EXCLUSIONS AND LIMITATIONS WILL APPLY REGARDLESS OF WHETHER KIDSAFE OR ANY OF ITS AFFILIATES, LICENSORS, SUPPLIERS, OR DISTRIBUTORS HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES. KIDSAFE, ITS AFFILIATES, LICENSORS, SUPPLIERS, AND DISTRIBUTORS SHALL HAVE NO LIABILITY TO YOU FOR ANY LOSS OF PROFIT, LOSS OF BUSINESS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS OPPORTUNITY. KIDSAFE AND ITS AFFILIATES AND LICENSORS SHALL NOT BE RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OR SUBSCRIBER OF THE WEBSITES.
IN THE EVENT THAT THE FOREGOING EXCLUSIONS AND LIMITATIONS DO NOT APPLY, IN NO EVENT SHALL OUR LIABILITY TO YOU EXCEED THE GREATER OF ONE THOUSAND UNITED STATES DOLLARS ($1000.00 USD) OR THE AMOUNT THAT WAS PAID UNDER THE AGREEMENT IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT THAT GIVES RISE TO OUR LIABILITY. In the event of conflict between the terms of this paragraph and the Agreement, if applicable, the terms of the Agreement will control.
Modifications to Terms
We may revise these Terms from time to time to reflect changes in applicable law, new regulatory requirements, or improvements or enhancements related to the Websites or their functionality. If you believe that an update, modification, or revision to these Terms affects your use of the Websites or your legal rights as a user of the Services or features provided there, please contact us, discontinue use of the Websites, or both.
Governing Law; Dispute Resolution
You agree that all matters relating to your access to or use of the Websites and the Services, including all disputes, will be governed by the laws of the United States and by the laws of the State of Florida without regard to its conflicts of laws provisions. You agree to the personal jurisdiction by and venue in the state and federal courts in Fort Lauderdale, FL, and waive any objection to such jurisdiction or venue. Any claim under these Terms must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred. Except as may be specified in the Agreement, you may not seek or recover damages other than out-of-pocket expenses, provided however, that the prevailing party in any dispute will be entitled to recover costs and reasonable attorneys’ fees from the non-prevailing party. In the event of any controversy or dispute arising out of or in connection with your use of the Websites, the parties shall attempt, promptly and in good faith, to resolve any such dispute. If we are unable to resolve any such dispute within a reasonable time (not to exceed sixty (60) days), then either party may submit such controversy or dispute to mediation. If the dispute cannot be resolved through mediation, then the parties shall be free to pursue any right or remedy available to them under applicable law and consistent with the terms of the Agreement.