These terms of use are entered into by and between You and Klingberg Comprehensive Family Services, Inc. (“Klingberg,” “Company,” “we,” or “us“). The following terms and conditions (“Terms of Use“) govern your access to and use of Klingberg’s digital products, including the Online ARTIC Scale platform (the “Product”), including any content, functionality, and services offered on or through the Product, whether as a guest or a registered user. Please read the Terms of Use carefully before you start to use the Product. If you do not want to agree to these Terms of Use, you must not access or use the Product. Changes to the Terms of Use We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them. Your continued use of the Product following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check the Terms of Use frequently so you are aware of any changes, as they are binding on you. Accessing the Product and Account Security We reserve the right to withdraw or amend the Product, and any service or material we provide on the Product, in our sole discretion and without notice. While we will make reasonable efforts to remedy any unavailability of the Product, we will not be liable if, for any reason, all or any part of the Product is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Product, or the entirety of the Product, to users, including registered users. You are responsible for both:
- Making all arrangements necessary for you to have access to the Product.
- Ensuring that all persons who access the Product through your internet connection are aware of these Terms of Use and comply with them.
To access the Product or some of the resources they offer, you may be asked to provide certain registration details or other information. It is a condition of your use Product is correct, current, and complete. If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Product or portions of the Product using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other security breach. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time, in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use. No Illegal Activity Company may investigate complaints and reported violations of these Terms of Use. If we suspect illegal or inappropriate activity, we may report it to law enforcement officials, regulators, or other parties. We may disclose user information of anyone or any entity involved in that activity to the extent necessary, including, but not limited to: user profiles, e-mail addresses, usage history, submitted or uploaded materials, IP addresses, and traffic information. If possible, we will take reasonable steps to minimize the disclosure of confidential information of users who are not the target of the investigations, such as by redacting confidential information. Intellectual Property Rights Company is and shall be, the sole and exclusive owner of the Product, throughout the world, including all patents, copyrights, trademarks, trade secrets, improvements, and other intellectual property rights (collectively “Intellectual Property Rights”) therein. Company grants you a non-exclusive, irrevocable license during the Term to use the Product solely for the purposes set out in the related Statement of Work. You may not assign or sublicense its rights under the license without Company’s written permission, which shall not be unreasonably withheld. You may not offer use of the Product to third-parties, without Company’s written permission, which shall be in Company’s sole discretion. Any good will associated with use of Company’s trademarks shall inure to the benefit of Company. You shall take no action to challenge Company’s Intellectual Property Rights in the Product and take no action to assert or suggest that it has any Intellectual Property Rights in the Product. To the extent that you obtain Intellectual Property Rights in the Product, you irrevocably assign to Company, in each case without additional consideration, all right, title, and interest throughout the world in and to the Intellectual Property Rights. Company shall be the sole and exclusive owner of all raw data collected through the Product. Company may de-identify and add such raw data collected through the Product to a master database to be used for Company’s further research. Company may provide access to the raw data to you only after the execution of a separate written data access agreement between the parties. You are and shall be, the sole and exclusive owner of all right, title, and interest throughout the world in and to all the results and proceeds of the Services performed under this Agreement, (collectively, the “Organizational Aggregate Reports and Individual Reports”), including all Intellectual Property Rights therein. Company hereby irrevocably assigns to you, in each case without additional consideration, all right, title, and interest throughout the world in and to the Organizational Aggregate Reports and Individual Reports, including all Intellectual Property Rights therein. You grant Company a non-exclusive, irrevocable license during the Term and thereafter to use the de-identified Organizational Aggregate Reports and Individual Reports for the purpose of further research. Any assignment of copyrights under this Agreement includes all rights of paternity, integrity, disclosure, and withdrawal and any other rights that may be known as “moral rights” (collectively, “Moral Rights”). Company hereby irrevocably waives, to the extent permitted by applicable law, any and all claims Company may now or hereafter have in any jurisdiction to any Moral Rights with respect to the Organizational Aggregate Reports and Individual Reports. Each Party shall promptly take such further actions, including execution and delivery of all appropriate instruments of conveyance, as may be necessary to assist the other Customer to prosecute, register, perfect, record, or enforce its rights in any Intellectual Property Right arising out of this Agreement. Trademarks The Company name, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on the Product are the trademarks of their respective owners. Prohibited Uses You may use the Product only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Product:
- In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws concerning the export of data or software to and from the US or other countries).
- To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).
Additionally, you agree not to:
- Use the Product in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Product, including their ability to engage in real time activities through the Product.
- Use any robot, spider, or other automatic device, process, or means to access the Product for any purpose, including monitoring or copying any of the material on the Product.
- Use any manual process to monitor or copy any of the material on the Product, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.
- Use any device, software, or routine that interferes with the proper working of the Product.
- Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
- Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Product, the server on which the Product is stored, or any server, computer, or database connected to the Product.
- Attack the Product via a denial-of-service attack or a distributed denial-of-service attack.
- Otherwise attempt to interfere with the proper working of the Product.
Reliance on Information Posted The information presented on or through the Product is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Product, or by anyone who may be informed of any of its contents. Changes to the Product We may update the content on this Product from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Product may be out of date at any given time, and we are under no obligation to update such material. Data Security Company shall implement and maintain appropriate administrative, physical, and technical safeguards to ensure the privacy and security of the Services. To this end, Company: (i) encrypts all communications with the Product survey; (ii) restricts access to the Product to only those persons required to use the system; and (iii) maintains daily back-ups to ensure ongoing protection of the Product. Disclaimer of Warranties You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Product will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE PRODUCT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PRODUCT OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THEM, OR ON ANY PRODUCT LINKED TO THEM. YOUR USE OF THE PRODUCT, THE CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PRODUCT IS AT YOUR OWN RISK. THE PRODUCT, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PRODUCT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PRODUCT. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE PRODUCT, THEIR CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PRODUCT WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR PRODUCT OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE PRODUCT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PRODUCT WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. Limitation on Liability IN NO EVENT SHALL COMPANY BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID TO COMPANY PURSUANT TO THE APPLICABLE STATEMENT OF WORK IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. Indemnification You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Product, including, but not limited to, any use of the Product’ content, services, and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Product. Governing Law and Jurisdiction All matters relating to the Product and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Connecticut without giving effect to any choice or conflict of law provision or rule (whether of the State of Connecticut or any other jurisdiction). Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Product shall be instituted exclusively in the federal courts of the United States or the courts of the State of Connecticut, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. Limitations on Claims ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE PRODUCT MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED. ANY CLAIM BY YOU THAT MAY ARISE IN CONNECTION WITH THESE TERMS OF USE MAY BE COMPENSABLE BY MONEY DAMAGES AND YOU AGREE THAT YOU WILL IN NO EVENT BE ENTITLED TO INJUNCTIVE OR OTHER EQUITABLE RELIEF. YOU ALSO HEREBY EXPRESSLY WAIVE ANY RIGHT TO RESORT TO ANY FORM OF CLASS ACTION. Waiver and Severability No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect. Entire Agreement The Terms of Use and our Privacy Notice constitute the sole and entire agreement between you and Klingberg concerning the Product and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, and implied and express, concerning the Product. Your Comments and Concerns The Product is operated by Klingberg, 370 Linwood Street, New Britain, CT 06052. All other feedback, comments, requests for technical support, and other communications relating to the Product should be directed to: John Engel, john.engel@klingberg.com, 860-832-5562.
