Terms of service
These Terms of Service (this “Agreement”), are made between you (“you”) and GovReady PBC, a Delaware public benefit corporation (“we” or “us”), and govern the terms and conditions of your access to and use of our Services (as defined below). However, if you have entered into this Agreement on behalf of an entity, such as a corporation or limited liability company, then “you” refers to the entity, and you represent and warrant that you have power and authority to enter into this Agreement on behalf of the entity.
This Agreement also includes and incorporates by reference any operating rules, policies, price schedules, or other supplemental documents which may be published generally from time to time by us, both prior and subsequent to the effective date of this Agreement.
By using any of the Services, you confirm your acceptance of, and agree to be bound by, this Agreement.
1. Our Services
We provide the GovReady-Q website, through which you can collaborate with others on making your information technology systems compliant and on other assessments.
2. Your Responsibilities
You represent that you have legal power and capacity to form a binding contract and are not barred from receiving the Services under the laws of the United States or other applicable jurisdiction.
B. Registration and Equipment Obligations
You shall provide true, current and complete information about yourself on our forms, including but not limited to your name, email address, other contact information, and payment information. We reserve the right to verify your information with third parties. If you fail to provide required information, or we have reasonable grounds to suspect that any such information is not true, current and complete, we may limit, suspend or terminate your use of all or any portion of the Services.
You are responsible for obtaining at your expense all equipment and third-party services (e.g., Internet access and email service) necessary for you to access and use the Services. We may specify from time to time the version(s) of related products required in order to use the Services (e.g. browsers and hardware).
C. Use of the Services
We may establish or revise from time to time at our discretion general practices and limits (including the Acceptable Use Policy below) concerning your use of the Services. Should your use not comply with such practices and limits, we may at our discretion limit, suspend or terminate the Services to you, and may contact law enforcement.
D. Acceptable Use Policy
In connection with your use of any Services, you agree not to, directly or indirectly: (i) use any Services in any way that would be abusive, harassing, or tortious or post content that is hate speech, threatening, pornographic, incites violence, is alcohol-related, or contains mature content; (ii) violate any applicable law or regulation; (iii) cause the Services to send unsolicited or unauthorized email or use other unethical or illegal methods; (iv) provide false or misleading information or impersonate any person or entity, including, but not limited to, any representative of us, or misrepresent your affiliation with any person or entity; (v) refuse to reasonably cooperate in any investigation related to the Services; (vi) intercept, interfere with or disrupt any Services or the servers, networks or communications systems connected to them or any security functionality of us or any third party; or (vii) share or solicit login information or access an account belonging to someone else. We shall be the sole arbiter as to what activities violate the foregoing.
You will immediately notify us of any unauthorized use or other breach of security of the Services.
E. Privacy and Other Policies
F. Content and Communications
You own all of the content and information you post on the Services, but you grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any content that you post on the Services. You may not post content or take any action on the Services that infringes or violates someone else's rights or otherwise violates the law.
You understand that by using the Services, you may be exposed to content that is inaccurate, offensive or objectionable. The Services, or content or third parties included on the Services, may provide links to other Internet sites or resources. Because we have no control over such content, sites or resources, you acknowledge and agree that we do not endorse and are not responsible or liable for anything on or available via such content, sites or resources. You may communicate directly with persons or entities mentioned on the Services, and you agree that we have no liability or responsibility for such communications.
We may charge a fee for the Services in the future.
4. Suspension or Termination
A. We reserve the right to suspend or terminate your use of any of the Services and/or this Agreement without notice at any time and with or without cause. Without limiting the foregoing, we may suspend or terminate your use and/or this Agreement upon any of the following: violation of our Acceptable Use Policy or other policies, if a legal order directs us to suspend or terminate providing the Services to you. Such rights are in addition to and not in lieu of any other legal rights or remedies available to us.
B. You may terminate your use of the Services and this Agreement at any time, with or without cause, upon written notice.
5. Modifications to this Agreement and/or Services
A. We may amend this Agreement at any time by (a) posting revised Terms of Service on this web page and/or (b) sending information regarding the amendment to your email address of record with us. You are responsible for regularly reviewing this web page to obtain timely notice of such amendments. You shall be deemed to have accepted such amendments by continuing to use any Services after such amendments have been posted or information regarding such amendments has been sent to you. If you do not agree to any of such changes, you may terminate this Agreement and immediately cease all access and use of the Services. You agree that such termination will be your exclusive remedy in such event.
B. We reserve the right at any time and from time to time to modify or discontinue all or any portion of any Services without notice to you. We shall not be liable to you or any third party should we exercise such rights.
6. Disclaimer of Warranties and Limitation of Liability
A. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND NEITHER WE NOR ANY OF THE OWNERS OF SITES THAT LINK TO OR DISPLAY CONTRIBUTION FORMS OR PAGES PROVIDED BY US (“SPONSORS”) NOR OUR SUPPLIERS OR AGENTS MAKES ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES TO YOU REGARDING THE SAME. WE AND OUR SPONSORS, SUPPLIERS AND AGENTS DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPATIBILITY, OR SECURITY, AND DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE.
B. NEITHER WE NOR ANY OF OUR SPONSORS, SUPPLIERS OR AGENTS WILL BE LIABLE FOR DAMAGES (INCLUDING CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR LOST REVENUES, PROFITS OR SAVINGS) ARISING OUT OF YOUR USE OF OR INABILITY TO USE THE SERVICES, AND YOU HEREBY RELEASE AND WAIVE ANY CLAIMS WITH RESPECT THERETO, WHETHER BASED ON CONTRACTUAL, TORT OR OTHER GROUNDS, EVEN IF WE OR ANY SUCH SPONSOR, SUPPLIER OR AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. AS TO SUCH MATTERS, If you are a California resident, you waive your rights under California Civil Code § 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” Residents of other states similarly waive their rights under comparable state law. THE ENTIRE LIABILITY OF US AND OUR SPONSORS, SUPPLIERS AND AGENTS AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE USE OF THE SERVICES OR ANY BREACH OF THIS AGREEMENT ARE LIMITED TO THE LESSER OF: (I) THE AMOUNT ACTUALLY PAID BY YOU FOR ACCESS TO AND USE OF THE OUR SERVICES IN THE THREE (3) MONTHS PRECEDING THE DATE OF YOUR CLAIM OR (II) U.S.$50.00. YOU HEREBY RELEASE US AND EACH OF OUR SPONSORS, SUPPLIERS AND AGENTS FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS IN EXCESS OF THIS LIMITATION. You agree that any claim or cause of action arising out of or related to use of OUR SERVICES or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
C. SOME JURISDICTIONS DO NOT ALLOW IMPLIED WARRANTIES TO BE EXCLUDED OR MODIFIED OR LIABILITY TO BE LIMITED, SO NOT ALL OF THE ABOVE LIMITATIONS MAY APPLY TO YOU.
7. Ownership and Limited Right to Use
A. You agree that all programs, services, processes, designs, software, technologies, trademarks, trade names, inventions, patents, other intellectual property and materials comprising the Services are wholly owned by us and/or our suppliers except where expressly stated otherwise.
B. Subject to your payment of applicable fees and compliance with the other terms and conditions of this Agreement, we grant you a limited, nonexclusive, non-transferable, revocable right to use the Services solely for your personal use. You agree not to use for any other purpose, sell, resell, rent, sublicense, or create a derivative work of, the Services, without our prior written permission. All rights not specifically granted by us are reserved by us.
C. We may provide forms or mechanisms for you to provide content for feedback, testimonials, suggestions, ideas about our products and services, and source code, or you may provide such content through other means (“Responses”), and accordingly, We may use any Responses in any way, including in future versions of its products or services, and/or its advertising or promotions. You grant us a perpetual, worldwide, non-exclusive, irrevocable, transferable, sublicenseable, license without royalty or other compensation to use, copy, distribute, create derivative works of, transmit, perform and display the Responses, in any manner and for any purpose.
You agree to defend, indemnify and hold harmless us and each of our officers, directors, employees, Sponsors, suppliers and agents from and against any and all losses, liabilities, expenses (including attorneys’ fees and costs) and damages arising out of claims based upon or caused by your breach of this Agreement or use of any Services.
9. Notices; Consent
Notices given by us to you will be given by general posting on our web site, or by email, overnight courier, first class or express mail to your address of record at our offices. All notices shall be effective upon web site posting or, if delivered by other means, upon receipt.
10. Arbitration; Waiver of Class Action Rights
A. You hereby agree that any dispute, claim or controversy (other than those for equitable relief or concerning our intellectual property) between you and us arising from this Agreement (each a “Claim”) shall be resolved by binding arbitration. Arbitration replaces the right to appear in court, and you also agree to waive any right that you might have to a jury trial or the opportunity to litigate any Claims in court before a judge or jury. Either you or we may require the submission of a Claim to binding arbitration at any reasonable time notwithstanding that a lawsuit or other proceeding has been commenced.
B. Neither you nor we will be entitled to join or consolidate Claims by or against the other in any arbitration, or to include in any arbitration any Claim as a representative or member of a class, or to act in any arbitration in the interest of the general public or in a private attorney general capacity.
C. This section 10 is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act (Title 9 of the United States Code, as amended). The party filing a Claim(s) in arbitration must file its Claim(s) before a single arbitrator appointed by the American Arbitration Association (“AAA”) under its then-current commercial disputes rules. For any Claim of less than $10,000, we may elect non-appearance based arbitration through AAA or another mutually-approved arbitration provider, and in such event the arbitration shall be conducted by telephone, video conference, and/or online, and/or be based solely on written submissions of the parties. The arbitrator must be a lawyer actively engaged in the practice of law or a retired judge, and must have relevant expertise.
D. The arbitrator shall not have authority to vary the terms or conditions of this Agreement. The arbitrator’s award shall be final and binding on the parties, except that either party may seek judicial relief for any alleged failure by the arbitrator to comply with the preceding sentence, and either party may also seek judicial relief to enforce an award if necessary.
E. This section 10 does not prevent you or us from exercising any lawful rights to other self-help remedies, such as setoff rights.
F. You and we each shall take all steps and execute all documents necessary for the implementation of arbitration proceedings. Neither the parties nor the arbitrator may disclose the content or results of any such arbitration, except as required by court order or applicable law, rule or regulation. The parties shall share equally the costs assessed by the AAA or the arbitrator, and other joint costs of the arbitration, but each party shall bear its own attorneys’ and experts’ fees and other costs incurred that are solely attributable to that party’s decisions and actions.
G. Subject to the foregoing, you agree that exclusive jurisdiction for any dispute, claim or controversy arising from this Agreement shall be in the federal and state courts located in the State of Maryland, U.S.A.
11. General Terms
The laws of the District of Columbia, U.S.A., excluding its conflicts of law rules, govern this Agreement and your use of the Services. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. You may not assign or transfer this Agreement or any rights hereunder, and any attempt to the contrary shall be void. Subject to the preceding sentence, this Agreement benefits and binds the respective successors and assigns of the parties. We at our sole discretion may contract with third parties to process payments and/or provide any other of the Services. We shall not be liable for any delay or failure to perform resulting directly or indirectly from any causes beyond our reasonable control. This Agreement supersedes all prior or contemporaneous agreements, representations, warranties, understandings or communications between the parties regarding the subject matter herein. There are no third party beneficiaries to this Agreement. Our rights and remedies in this Agreement, at law or in equity, are cumulative and are not intended to be exclusive of one another. Sections 2, 3, 4, 6, 7(A) and (C), and 8 to 10 inclusive of this Agreement shall survive the termination of this Agreement.
Revised: April 15, 2018.