Last updated: June 15, 2023
IMPORTANT – PLEASE READ CAREFULLY – THESE TERMS CREATE A LEGALLY BINDING AGREEMENT WHICH GOVERNS YOUR USE OF THE WEBSITE AND THE SERVICES. BY ACCESSING OR USING THE WEBSITE, YOU ACCEPT AND AGREE TO BE BOUND, WITHOUT LIMITATION OR QUALIFICATION, BY THESE TERMS. IF YOU DO NOT ACCEPT ANY OF THESE TERMS, YOU ARE PROHIBITED FROM USING THE WEBSITE.
THESE TERMS REQUIRE THAT YOU USE ARBITRATION ON AN INDIVIDUAL BASIS FOR DISPUTES. FURTHER IMPORTANT INFORMATION ABOUT DISPUTE RESOLUTION IS BELOW IN SECTION SEVEN.
1. Basic Rules and Rights We Are Granting.
1.1. License Grant and Permission. Subject to your agreement and continuing compliance with these Terms and any other relevant policies, we grant you a non-exclusive, non-transferable, revocable limited right and license to access and use the Website.
1.2. Minimum Age Requirement For Users Who Are Individuals. If you are an individual, you may only use the Website if you are at least 18 years of age. If you are under the age of 18, you represent that you have received permission from a parent or guardian to enter into these Terms.
1.3. Accounts and Access. You may be asked to register for an account through or to use a Service or parts of the Website (an “Account”) or complete an application, questionnaire, or other form through or to use a Service or parts of the Website (an “Application”). You may only register for one Account. A “Third Party Account” means an Account or Application not registered or completed by you. You accept full responsibility for any unauthorized use of the Service by individuals or entities not authorized to use any of your Accounts or Applications. You shall not create an Account or an Application using a false identity or false information, or on behalf of someone other than yourself.
1.4. Use of the Website: The following restrictions apply to the use of the Website:
(a) You shall not engage in any act that we deem to be in conflict with the spirit or intent of the Website, including but not limited to circumventing or manipulating these Terms;
(b) You may not use the Website in connection with any violation of any applicable law or regulation, or do anything that promotes the violation of any applicable law or regulation;
(c) You accept full responsibility for any unauthorized use of the Website by individuals or entities not authorized to use the Website on your behalf.
(d) You shall not use the Website to engage in any illegal conduct;
(e) You shall not reproduce, distribute or publicly display any content you access through the Website (whether by linking, framing, or any other method) unless such content is clearly marked as “public” and you have been given the right to view such content; provided that, any such permitted reproduction, distribution, or public display will clearly credit the Website or Digital Harbor Foundation as the source of such content and you will not modify such content; and
(f) You shall not do anything with any content you access through the Website that has been marked with restrictions or other instructions that is counter to such restrictions or other instructions.
1.5. License Limitations and Prohibitions.
(a) General Effects of Violations. Any use of the Website in violation of these Terms is strictly prohibited, can result in the immediate revocation of your limited license granted by Section 1, and may subject you to liability for violations of law.
(b) Activity Prohibitions Regarding Use of Website. You agree that you will not, under any circumstances do or assist in facilitating any of the following activities:
(i) Modify, cause to be modified, rent, lease, loan, sell, or create derivative works based on any files or content that are used to offer the Website, without our express prior written consent;
(ii) Disrupt, overburden, or aid or assist in the disruption or overburdening of (1) any computer or server used to offer or support the Website or (2) the use or enjoyment of the Website by any other person;
(iii) Institute, assist or become involved in any type of attack, including without limitation distribution of a virus, denial of Website attacks upon the Website, or other attempts to disrupt the Website or any other person’s use or enjoyment of the Website;
(iv) Gain, or attempt to gain, unauthorized access to the Website, any Third Party Accounts, servers or networks connected to the Website by any means (including, but not limited to, circumventing or modifying, or encouraging or assisting any other person to circumvent or modify, any security, technology, device or software that is part of the Website);
(v) Post any content that is abusive, threatening, incites or promotes terrorism, promotes the production or use of weapons that cause substantial harm, obscene, defamatory, libelous or racially, sexually, religiously or otherwise objectionable or offensive;
(vi) Post, distribute or make available through the Website any material or information that infringes any copyright, trademark, patent, trade secret, right of privacy, right of publicity or other right of any person or entity or impersonates any other person;
(vii) Transmit unauthorized communications through the Website, including junk mail, chain letters, spam and any materials that promote malware, spyware and downloadable items;
(viii) Interfere or attempt to interfere with the proper functioning of the Website or connect to or use the Website in any way not expressly permitted by these Terms;
(ix) Make any automated use of the Website or take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure, as we determine in our sole discretion;
(x) Bypass any robot exclusion headers or other measures we take to restrict access to the Website or use any software, technology or device to send content or messages, scrape, spider or crawl the Website, or harvest or manipulate data from, through, or relating to the Website;
(xi) Use, facilitate, create or maintain any unauthorized connection to the Website, including without limitation (1) any connection to any unauthorized server that emulates, or attempts to emulate, any part of the Website or (2) any connection using programs, tools or software not expressly approved in writing by us; and
(xii) Solicit or attempt to solicit personal information from other users of the Website;
1.6. Suspension and Termination of Access to Website:
WITHOUT LIMITING ANY OTHER REMEDIES, WE MAY, WITH OR WITHOUT NOTICE TO YOU, LIMIT, SUSPEND, TERMINATE, MODIFY OR DELETE YOUR ACCESS TO YOUR ACCOUNT OR APPLICATION, THE WEBSITE OR PORTIONS THEREOF IF, IN OUR SOLE DISCRETION, YOU FAIL TO COMPLY WITH ANY OF THESE TERMS, YOUR RIGHTS TO USE WEBSITE, YOUR ACCOUNT OR APPLICATION OR A SERVICE ARE EXPIRED OR BECOME TERMINATED OR YOU USE THE WEBSITE OR YOUR ACCOUNT OR APPLICATION FOR ACTUAL OR SUSPECTED ILLEGAL ACTIVITY OR IMPROPER USE. WE SHALL BE UNDER NO OBLIGATION TO COMPENSATE YOU FOR ANY LOSSES OR ADVERSE RESULTS THAT ARE DUE TO THE SUSPENSION, TERMINATION, MODIFICATION, OR DELETION OF YOUR ACCESS TO WEBSITE, YOUR ACCOUNT OR APPLICATION OR ANY SERVICES.
WE MAY LIMIT, SUSPEND OR TERMINATE ACCESS TO THE WEBSITE, YOUR ACCOUNT OR APPLICATION OR ANY SERVICES, OR REMOVE ANY CONTENT AND TAKE TECHNICAL AND LEGAL STEPS TO PREVENT YOU FROM ACCESSING THE WEBSITE, YOUR ACCOUNT OR APPLICATION OR ANY SERVICES IF WE BELIEVE THAT SUCH USE IS CREATING RISK OR POSSIBLE LEGAL LIABILITIES, INFRINGING THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES OR ACTING INCONSISTENTLY WITH THE LETTER OR SPIRIT OF OUR TERMS OR POLICIES.
1.7. Right to Cease Website or Services. We reserve the right to stop offering the Website or part of the Website or Services at any time if we believe that the continued offering of the Website or part of the Website or Services will or may cause harm to us or you or may result in any violation of applicable law by either us or you. If we elect to stop offering and/or support the Website or part of the Website or Services, the license granted hereunder to you to use the Website or a part thereof related to such now discontinued Services will automatically terminate.
1.8. Intellectual Property Ownership in the Website. The Website, and all of its related components and contents, (including without limitation, any computer code, template content, pre-populated content, forms, questionnaires, concepts, artwork, animations, sounds, musical compositions, audio-visual effects and text contained within) are owned by Digital Harbor Foundation or its licensors, and all of which material is protected by United States and international patent, copyright, trademark, trade secret, and other intellectual property laws. You agree not to engage in any reverse engineering, de-compiling or other activities designed to view the source code for the Website and are prohibited from reverse engineering, de-compiling or otherwise engaging in activities designed to view the source code for the Website.
2. Notices. We may be required to provide you with certain notices and content in connection with your use of the Website or Services. You agree that we may provide you with such notices and content by either emailing you such notices to the email address that we have on file for you or by posting such notices or content in a section or accessible link on this Website.
3. Updating and Deletion of Content. We reserve the right to update any content on the Website at any time and any content or information provided by us through the Website may be deleted from the Website after a set time period and you may not be able to view such information after deletion.
5. Updates to the Website or Terms. You understand that the Website or Services may incorporate new features in the future and that we may require that you accept updates to the Website or these Terms in order to continue using the Website or Services.
6. Disclaimer; Limitations; Waivers on Liability; Indemnification.
6.1. DISCLAIMER OF WARRANTIES. YOU EXPRESSLY AGREE THAT USE OF THE WEBSITE AND SERVICES IS AT YOUR SOLE RISK AND IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, NEITHER DIGITAL HARBOR FOUNDATION NOR ITS AFFILIATES OR SUBSIDIARIES, OR ANY OF THEIR PARTNERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, THIRD-PARTY CONTENT PROVIDERS, DISTRIBUTORS, LICENSEES OR LICENSORS (COLLECTIVELY, “DIGITAL HARBOR FOUNDATION PARTIES”) WARRANT THAT THE WEBSITE WILL HAVE CONTINUOUS ACCESS, THAT AVAILABILITY OF THE WEBSITE OR SERVICES WILL BE UNINTERRUPTED OR THE WEBSITE OR SERVICES WILL BE ERROR-FREE.
6.2. Limitations; Waivers of Liability.
(a) DISCLAIMER OF INDIRECT DAMAGES. YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY ANY APPLICABLE LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, THE WEBSITE UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE) AND THAT DIGITAL HARBOR FOUNDATION PARTIES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE WEBSITE.
(b) DISCLAIMER MAY NOT BE APPLICABLE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS IN THE SECTION MAY NOT APPLY TO YOU. IN THE EVENT THE FOREGOING LIMITATIONS OF LIABILITY ARE NOT ENFORCEABLE, OUR TOTAL, CUMULATIVE LIABILITY TO YOU ARISING FROM OR RELATED TO THESE TERMS, THE WEBSITE, AND ITS CONTENT IS LIMITED TO FIFTY DOLLARS ($50).
6.3. Indemnification. You agree to defend, indemnify, save, and hold the Digital Harbor Foundation Parties harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your use or misuse of the Website, any violation by you of these Terms or any breach of the representations, warranties and covenants made by you herein. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it. You agree that the provisions in this paragraph will survive any termination of rights to access the Website.
7. Dispute Resolution.
7.1. Notice Regarding Class Action Waiver. EXCEPT AS NOTED YOU AND DIGITAL HARBOR FOUNDATION ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.
EXCEPT AS NOTED BELOW, ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT, OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR USE OF THE WEBSITE OR SERVICES, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.
7.2. AAA Rules. The arbitration will be administered by the American Arbitration Association (“AAA“) in accordance with the Consumer Arbitration Rules (the “AAA Rules“) then in effect, except as modified by this Section 7. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section. The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable, or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction.
7.3. Class Action Waiver. You agree to an arbitration on an individual basis. In any dispute, NEITHER YOU NOR DIGITAL HARBOR FOUNDATION WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.
7.4. Severability For Arbitration Terms. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced.
8. General Provisions.
8.3. Assignment. We may assign any of our rights or delegate any of our obligations under these Terms, in whole or in part, to any person or entity at any time without your consent. You may not assign or delegate any rights or obligations under the Terms without our prior written consent; any purported assignment or delegation in violation of this Section 8.3 is void.
8.6. Equitable Remedies. You acknowledge that the rights granted and obligations made under these Terms to Digital Harbor Foundation are of a unique and irreplaceable nature, the loss of which shall irreparably harm us and which cannot be replaced by monetary damages alone, so that we shall be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety or proof of damages) in the event of any breach or anticipatory breach by you. You irrevocably waive all rights to seek injunctive or other equitable relief, or to enjoin or restrain the operation of the Website, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Website or any content or other material used or displayed through the Website.
8.7. Force Majeure. We shall not be liable for any delay or failure to perform resulting from causes outside our reasonable control, including without limitation any failure to perform hereunder due to unforeseen circumstances or cause beyond our control, such as acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, shortages of transportation facilities, fuel, energy, labor or materials.