Effective on: March 15, 2021
THESE TERMS GOVERN YOUR USE OF THE SITE AND SERVICES PROVIDED THROUGH THE SITE.
Nothing in the content, products or services should be considered, or used as a substitute for, medical advice, diagnosis or treatment. The Site and the Services do not constitute the practice of any medical, nursing or other professional health care advice, diagnosis or treatment. You should always talk to your health care provider for diagnosis and treatment, including your specific medical needs. None of the Services offered through the Site represents or warrants that any particular service or product is safe, appropriate or effective for you. The Children’s Center advises users to always seek the advice of a physician or other qualified health care provider with any questions regarding personal health or medical conditions. If you have or suspect that you have a medical problem or condition, please contact a qualified health care professional immediately. If you are in the United States and are experiencing a medical emergency, please call 911 or call for emergency medical help on the nearest telephone.
- A.) “Affiliate(s)” means any entity that controls, is under common control with, or is controlled by either party, where “control” means the ownership, direct or indirect, of a majority of an entity’s equity or some other interest entitling or otherwise allowing the owner to direct the affairs of such entity, specifically including without limitation, any and all subsidiaries and affiliates of which either party owns, directly or indirectly, twenty-five percent (25%) or more of the voting securities.
- C.) “Services” means the products and services provided through the Site.
- D.) “Site” refers to the Website, and other related websites, blogs, domains, mobile sites, online services and applications, maintained by or provided through The Children’s Center.
- E.) “The Children’s Center,” “we,” “us” and “our” mean The Children’s Center.
- F.) “Website” means www.thechildrenscenter.com.
- G.) “You” and “your” mean the individual or entity visiting or using the Site, including your child who on his/her behalf you access or use the Site, including receive the Services.
- ACCEPTANCE OF TERMS
- A.) The Children’s Center provides Service(s) (defined below) to you/your children through its Site, subject to these Terms.
- B.) By accessing or using the Site, you represent and acknowledge that you have read and you understand and agree to be bound by these Terms, and that the information you provide in registering for any services with The Children’s Center is accurate, complete, and is yours or within your right to use. If you are entering into these Terms on behalf of a company or another legal entity, you represent that you have the authority to bind such entity and its affiliates to these Terms, in which case the terms “you,” “your” or related capitalized terms herein shall refer to such entity and its affiliates. If you do not have such authority or if you do not agree with these Terms, you may not use the Services or access the Site.
- C.) You acknowledge that these Terms constitute a contract between you and The Children’s Center, even though it is electronic and is not physically signed by you and The Children’s Center. You further acknowledge that these Terms govern your use of the Services and, except for written agreements or addendums signed by the parties that specifically modify or that conflict with these Terms, these Terms supersede any other agreements between you and The Children’s Center.
- AVAILABILITY OF THE SITE
You acknowledge that there may be interruptions in service or events that are beyond our control. While we use reasonable efforts to keep the Site accessible, the Site may be unavailable from time to time for any reason including, without limitation, routine maintenance. You understand and acknowledge that due to circumstances both within and outside of our control, Site access may be interrupted, suspended or terminated. You further understand that there may be interruptions in service or events on third-party sites that may affect your use of the Services and that are beyond our control to prevent or correct. Interruptions in the Services that are beyond our control shall not serve as a basis for a refund of any fees or as a basis not comply your contractual obligations. Notwithstanding anything to the contrary herein, interruptions in the Services shall not be a basis for any claim you may attempt or have against us.
- DESCRIPTION OF SERVICES
- A.) The Site includes information related to the Services that The Children’s Center offers or may offer and provides access to a platform for providing and accessing personal health information about you. The Services also include, in addition to the Site, all software, data, text, images, sounds, videos, and other content made available through the Site (collectively, “Content”). Any new features added to or augmenting the Services are also subject to these Terms.
- B.) The Children’s Center does its best to make the Services available, except for: (a) planned downtime, (b) maintenance; or (c) any unavailability caused by circumstances beyond its reasonable control, such as, but not limited to, acts of God, acts of government, acts of terror or civil unrest, technical failures beyond its control, or your wrongful conduct.
- THIRD-PARTY SERVICES
External Sites.The Services may contain links to, or otherwise may allow you to connect to and use certain third-party products, services or software under separate terms and conditions (collectively, “Third-party Services”) in conjunction with our Services. If You decide to access and use such Third-party Services, be advised that your use is governed solely by the terms and conditions of such Third-party Services, and we do not endorse, are not responsible for, and make no representations as to such Third-party Services, their content or the manner in which they handle your data. The Children’s Center is not liable for any damage or loss caused or alleged to be caused by or in connection with your access or use of any such Third-party Services, or your reliance on the privacy practices or other policies of such Third-party Services.
- FEES AND PAYMENTS
- A.) Billing and Payments. Some Services on the Site may be made available only on a fee basis or may be available only to patients, which include the patient’s parents or legal guardian. Unless otherwise agreed to, any fees will be based upon the then current rates set by The Children’s Center.
- B.) Authorization to Charge Your Credit Card. If you provide us with your credit card information, your submission of your credit card information to The Children’s Center constitutes your authorization for The Children’s Center to store your credit card information directly or with a third-party service provider for purposes of processing payment of fees to satisfy your payment obligations; this also applies to services that are provided offline.
- D.) Taxes. Unless otherwise stated, our charges do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). You are responsible for paying Taxes except those assessable against The Children’s Center based on its income. We will invoice you for such Taxes if we believe we have a legal obligation to do so.
- INTELLECTUAL PROPERTY RIGHTS
- A.) Each of us shall maintain all rights, title and interest in and to all our respective patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (collectively, “Intellectual Property Rights”). The rights granted to you to use the Services under these Terms do not convey any additional rights in the Services, or in any Intellectual Property Rights associated therewith.
- B.) You own the information and content you provide The Children’s Center or input on third-party websites through the Services. You grant The Children’s Center a nonexclusive, revocable, worldwide, perpetual, unlimited fully paid up and royalty-free right to use copy, prepare derivative works of, distribute, publish, remove, retain, add, process, or analyze the foregoing described information and content. By providing information or content to us or to third-parties through the Services, you represent and warrant that you are entitled to and authorized to submit the information and content and that the information and content is accurate, not confidential, and not in violation of any contractual restrictions or other third-party rights.
- C.) The Children’s Center shall have an unlimited fully paid up and royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into the Services or otherwise use any suggestions, enhancement requests, recommendations or other feedback we receive from you.
- D.) The Children’s Center and The Children’s Center’s other product and service names, and logos used or displayed on the Services are registered or unregistered trademarks of The Children’s Center (collectively, “Marks”). The Children’s Center’s Marks may not be used without permission. The Children’s Center is not granting you a license under any intellectual property right to the Marks. Other trademarks, logos, and trade names that may appear on the Site or through the Services are the property of The Children’s Center and its licensors (“Third-party Marks”). We are not granting you a license under any intellectual property right to the Third-party Marks. You may not remove any Marks, Third-party Marks or other source indicators from any part of The Children’s Center’s content.
- E.) All rights, title and interest in and to the Services and its components, including all related intellectual property rights, will remain with and belong exclusively to The Children’s Center and its third-party vendors.
- ACCOUNT REGISTRATION
- A.) Subject to these Terms, you agree to access and use the Services only for your own internal purposes as contemplated by these Terms.
- B.) To be eligible to use the Services, you must meet the following criteria and represent and warrant that you: (1) are 18 years of age or older, or your parent/guardian has provided verified consent authorizing you to use the Services; (2) are not currently restricted from the Services, or not otherwise prohibited from having an account with The Children’s Center, (3) are the authorized parent or legal guardian of the child that is receiving care from or through The Children’s Center; (4) not using the Services for reasons that are in competition with The Children’s Center; (5) have full power and authority to enter into this Agreement and doing so will not violate any other agreement to which you are a party; (6) will not violate any rights of The Children’s Center, including intellectual property rights such as patent, copyright or trademark rights; and (7) agree to provide at your cost all equipment, software, and internet access necessary to use the Services.
- USE OF THE SERVICES
- A.) You agree not to (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Services available to any third-party, other than as expressly permitted by these Terms; (b) use the Services to process data on behalf of any third-party, (c) modify, adapt or hack the Services to falsely imply any sponsorship or association with The Children’s Center, or otherwise attempt to gain unauthorized access to the Services or its related systems or networks; (d) use the Services in any unlawful manner, including but not limited to violation of any persons privacy rights, infringing any person’s intellectual property rights, or sending spam or otherwise duplicative or unsolicited messages in violation of applicable law, (e) use the Services in any manner that interferes with or disrupts the integrity or performance of the Services and its components; (f) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any software making up the Services; (g) use the Services to knowingly post, upload, link to, send or store any content that is unlawful, racist, hateful, obscene, discriminatory, or contains any viruses, malware, Trojan horses, time bombs, or any other similar harmful software; (h) attempt to use any method to gain unauthorized access to any paid features of the Site; (i) unless otherwise explicitly agreed to in writing by The Children’s Center, use the Site or any content obtained from it to develop, as a component of any information, storage and retrieval system, database, information base, or similar resource (in any media now existing or hereafter developed), that is offered for commercial distribution of any kind, including through sale, license, lease, rental, subscription, or any other commercial distribution mechanism; (j) use automated scripts to collect information from or otherwise interact with the Site or the Services; (k) deep-link to the Site for any purpose (other than The Children’s Center’s home page), unless expressly authorized in writing by The Children’s Center; (l) try to use, or use the Services in violation of these Terms; (m) use the Services for any purpose competitive with The Children’s Center; or (n) process through the Services any data belonging to another person or entity without obtaining the proper authorization and consent to do so.
- B.) You are responsible for all information, data, text, messages or other materials that you post or otherwise transmit via, to or through the Services. You are responsible for maintaining the confidentiality of your login and account, and are fully responsible for any and all activities that occur under your login or account. You agree and acknowledge that your login may only be used by one (1) person, and that you will not share a single login among multiple people. You may create separate logins for as many people as your membership or subscription allows. You agree that you will not sell, trade or otherwise transfer your login or account to another party and that you will not, unless otherwise specifically agreed to in writing by The Children’s Center, charge anyone for access to any portion of the Site, or any information therein. You agree that you are responsible for anything that happens through your account until you cancel and close your account or prove that your account security was compromised due to no fault of your own.
- C.) We offer our Services to schools, school districts, school administrators, and related entities, organizations and individuals who use our Services on their behalf (collectively, “Schools“). In this context, please be aware that our Services and certain content Schools provide may be subject to the Family Educational Rights and Privacy Act (“FERPA“), the Protection of Pupil Rights Amendment (“PPRA“) and other laws or regulations applicable to student information. FERPA is a Federal law that applies to student “education records” (as defined by FERPA in 20 U.S.C. § 1232g(a)(4)(A)). PPRA is a Federal law that applies to the protection of students in surveys, analyses and evaluations (see 20 U.S.C. § 1232h). For a brief summary of FERPA, please visit the following link: Summary of FERPA. For a brief summary of PPRA, please visit the following link: Summary of PPRA. If you are a School using our Services, you hereby represent and warrant that you comply (and will comply) with your responsibilities under FERPA, PPRA and any other laws or regulations applicable to student information in connection with our Services. Such responsibilities include, without limitation, receiving consent from, or providing notice to (as applicable), eligible students or parents regarding the maintenance and/or use of such information. We recommend that all Schools provide appropriate disclosures to students and parents regarding their use of service providers such as The Children’s Center. If you are a School using our Services, you are solely responsible for any and all student information submitted and you represent and warrant that you have the right to disclose such information and allow the processing of that information through the Site.
- DATA PRIVACY AND SECURITY
- A.) In providing you the Services we shall maintain appropriate administrative, physical and technical safeguards to protect the security, confidentiality and integrity of your personal data. These safeguards include the encrypted transmission of your data (using SSL or similar technologies), except for external third-party integrations that do not support encryption.
- D.) You agree that prior to providing personally identifiable information or any information about a third-party individual on the Site or submitting said information through the Services, you will obtain the consent/authorization from the third-party individual you are submitting information about through the Services and any other required authorizations necessary to share and utilize the third-party individual’s personally identifiable information and aggregate data derived by The Children’s Center from or about each individual.
- E.) You agree that you will not provide any Protected Health Information, as defined under The Health Insurance Portability Act (“HIPAA”), or any protected information about yourself or a third-party individual on the Site or submit said information through the Services.
- CANCELLATION AND TERMINATION
- A.) You may cancel your account at any time by providing The Children’s Center with written notice. Cancellation of your account does not relieve you from any obligation owed to The Children’s Center through the date of cancellation.
- B.) The Children’s Center reserves the right to (i) modify or discontinue, temporarily or permanently, the Services (or any part thereof) and (ii) refuse any/all current and future use of the Services, suspend or terminate your account or any part thereof (or your use of the Services), and remove and discard any of your content within the Services if we believe that you have violated these Terms. The Children’s Center will use all reasonable efforts to contact you directly via email to warn you prior to suspension or termination of your account. Any suspected fraudulent, abusive, or illegal activity may be grounds for immediate termination of your use of Services, and may be referred to law enforcement authorities. The Children’s Center shall not be liable to you or any third-party for any modification, suspension or discontinuation of the Services.
- DISCLAIMER OF WARRANTIES AND LIABILITY
- A.) THE CHILDREN’S CENTER AND OUR SUPPLIERS MAKE NO REPRESENTATIONS OR ENDORSEMENTS ABOUT THE SUITABILITY FOR ANY PURPOSE OF PRODUCTS AND SERVICES AVAILABLE THROUGH THE SERVICES. THE CHILDREN’S CENTER AND OUR SUPPLIERS MAKE NO WARRANTIES OR REPRESENTATIONS REGARDING THE SERVICES. WE AND OUR SUPPLIERS DO NOT WARRANT OR GAURANTEE THE TIMELINESS, VALIDITY, COMPLETENESS OR ACCURACY OF INFORMATION MADE AVAILABLE TO YOU FOR ANY PARTICULAR PURPOSE. THE SITE AND ITS CONTENT, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND THE CHILDREN’S CENTER AND OUR SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
- B.) The Children’s Center DOES NOT REPRESENT OR WARRANT THAT THE SERVICES, CONTENT OR MATERIALS FROM OR RELATED TO THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT THE SITE OR THE SERVICES (INCLUDING WITHOUT LIMITATION, CONTENT), SERVERS, OR ANY PLATFORM APPLICATIONS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THEREFORE, YOU SHOULD EXERCISE CAUTION IN THE USE AND DOWNLOADING OF ANY SUCH SOFTWARE, CONTENT OR MATERIALS AND USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES. ALL RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES CAUSED BY VIRUSES CONTAINED WITHIN THE ELECTRONIC FILE CONTAINING A FORM OR DOCUMENT IS DISCLAIMED. WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN CONTENT, MATERIAL, DATA OR SOFTWARE (INCLUDING ANY MOBILE CLIENT) FROM OR THROUGH THE SITE, THE SOFTWARE, OR ANY PLATFORM APPLICATIONS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR YOUR USE THEREOF AND ANY DAMAGES TO YOUR MOBILE DEVICE OR COMPUTER SYSTEM, LOSS OF DATA OR OTHER HARM OF ANY KIND THAT MAY RESULT.
- C.) YOU ACKNOWLEDGE THAT The Children’s Center DOES NOT WARRANT THAT INFORMATION OR ADVICE OR ASSISTANCE OR SERVICES OBTAINED BY YOU FROM The Children’s Center OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. The Children’s Center DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN THE FUNCTIONING OF THE SITE, EXCEPT AS OTHERWISE EXPRESSLY SETFORTH HEREIN. FURTHERMORE, The Children’s Center DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE SERVICES DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, user communications, problems related to the SERVICES or its use, loss of personal content on the site, lost or undeliverable email, AND FOR ANY OTHER REASON. Under no circumstances will The Children’s Center be responsible for any loss or damage, including, but not limited to personal injury or death, resulting from use of the Site or the Services, or any interactions between users of the Site or the Services, whether online or offline.
- D.) The Children’s Center provides the platform for the Services. The Children’s Center does not control or vet user generated content for accuracy. Although we may provide rules for user conduct and postings, we do not control and we are not responsible for what users post, transmit or share on or through the Site or any other website (even if such content is published on or through the Site). Furthermore, we are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content you may encounter on the Site. The Children’s Center is not responsible for the conduct, whether online or offline, of any user of the Site or the Services. Further, The Children’s Center is not responsible or liable in any manner for any third-party applications, software, viruses, etc. that are uploaded or posted on the Site, caused by users of the Site, or that are related to the use of the Services by third parties, or caused by any third parties’ use of the equipment or programming associated with or utilized in the Site or the Services.To the extent that The Children’s Center provides for interactive social media features through the Services, you are welcome to post, transmit, or submit messages (“Messages”) to forums, blogs, bulletin boards, chat rooms, user commenting features, or other interactive or social features that may be offered within, or in connection with, www.thechildrenscenter.com (collectively, “Forums”). If you use any such Forums, you should be aware that any personal information you submit, display, or publish there is considered publicly available and can be read, collected, used, and disclosed by other users of those features, by us, and by other third parties without restriction. The Children’s Center accepts no responsibility whatsoever in connection with or arising from such Messages or for the personal information you choose to submit in these features. Messages submitted to Forums are not necessarily reviewed by The Children’s Center prior to posting, are not attributable to The Children’s Center and do not necessarily reflect the opinions or policies of The Children’s Center or any partners, members, consultants, employees or agents thereof. When posting a Message, you are solely liable for any errors or omissions, or any losses, claims, injuries or damages arising from its display or use. The Children’s Center makes no warranties, express or implied, as to the content of the Messages in the Forums or the accuracy and reliability of any Messages and other materials in the Forums. Nonetheless, The Children’s Center reserves the right to prevent you from submitting content to Forums and to delete, edit, or alter in any manner we see fit any Messages that we, in our sole discretion, deem to be obscene, offensive, defamatory, threatening, in violation of trademark, copyright or other laws, of an express commercial nature, or which are otherwise unacceptable in our sole discretion.If The Children’s Center chooses, at its sole discretion, to monitor the Forums, The Children’s Center nonetheless assumes no responsibility for the content of the Messages, no obligation to modify or remove any inappropriate Messages, and no responsibility for the conduct of the user submitting any Message. In submitting Messages to Forums, you agree to strictly limit yourself to discussions about the subject matter for which the Forums are intended.Any Message submitted by you may be used by The Children’s Center and copied, sublicensed, adapted, transmitted, distributed, publicly performed and published, displayed, or deleted as The Children’s Center sees fit.
- E.) The Children’s Center CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SITE AND/OR THE SERVICES.
- F.) We do not monitor content published through the Services and we are not responsible for content published through the Services. Notwithstanding the foregoing, The Children’s Center reserves the right to delete, move, or edit messages or materials, including, but not limited to, advertisements, public postings, and messages, that we, in our sole discretion, deem necessary to be removed.
- LIMITATION OF LIABILITY
- A.) NO CONSEQUENTIAL DAMAGES.UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL The Children’s Center OR ITS AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE TO THE OTHER PARTY OR ANY THIRD-PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE OR OTHER SIMILAR DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, BUSINESS INTERRUPTION OR ANY OTHER LOSS INCURRED BY YOU IN CONNECTION WITH THESE TERMS OR THE SERVICES, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.
- B.) LIMITS ON MONETARY DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, The Children’s Center’s (INCLUDING ANY OF ITS AFFILIATES) AGGREGATE LIABILITY, FOR DAMAGES (MONETARY OR OTHERWISE) UNDER THESE TERMS CLAIMED BY YOU OR ANY THIRD-PARTY ARISING FROM OUR SERVICES, SHALL BE LIMITED TO THE LESSER OF (I) ACTUAL DAMAGES INCURRED, OR (II) PAYMENTS MADE BY YOU TO The Children’s Center FOR THE SERVICES DURING THE SIX (6) MONTHS PRECEDING THE CLAIM. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION 13.B. IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE FACT THAT WITHOUT THE FOREGOING LIMITATION SERVICES WITH NO FEES WOULD NOT BE OFFERED AND SERVICES WITH FEES WOULD HAVE HAD SUBSTANTIALLY HIGHER FEES IF The Children’s Center WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. The Children’s Center HAS RELIED ON THESE LIMITATIONS IN THE PROVISION OF THE SERVICES.
- C.) Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, THE CHILDREN’S CENTER’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
You agree to defend, indemnify, and hold harmless The Children’s Center from and against any claims, actions or demands, including, without limitation, reasonable legal and professional services fees, arising or resulting from your breach of these Terms, your obligations under these Terms, or your misuse or illegal use of the Site or any Services provided by or through The Children’s Center. The Children’s Center will provide you notice of any such claim, suit, or proceeding. The Children’s Center reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, in which case you agree to cooperate with any reasonable requests to assist The Children’s Center’s defense of such matter.
The Children’s Center may assign these Terms or any of its rights under these Terms to a third-party. You may not, without the express written consent of The Children’s Center, assign these Terms or any of your rights under these Terms, directly, by operation of law or otherwise, without the prior written consent of The Children’s Center. Subject to the foregoing restrictions on assignment, these Terms will be fully binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. Any assignment in violation of this Section will be void. These Terms shall be binding upon, and inure to the benefit of, the successors and permitted assigns of the parties hereto.
- ENTIRE AGREEMENT; AMENDED TERMS
EXCEPT TO THE EXTENT THAT The Children’s Center AND YOU HAVE ENTERED INTO AND EXECUTED ANOTHER FULLY INTEGRATED AGREEMENT:
- A.) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, all previous understandings whether oral or written having been merged herein. No representations or warranties have been made other than those expressly set forth herein. Without limiting the foregoing, the parties have not relied on any oral statements that are not included in the Terms. The Terms may not be changed, modified, renewed, extended, or discharged or any covenant or provision hereof waived except by an agreement in writing signed by both parties. These Terms supersede prior versions of these Terms.
- B.) Notwithstanding the foregoing, we may amend these Terms from time to time, in which case the new Terms will supersede prior versions. We will notify you of such changes and direct you to the latest version. Upon notice of modification of these Terms, except such modifications required by law, you may notify us within two weeks of our sending you notice of the amended Terms that you are exercising your right to terminate, if applicable, your subscription to the Services. Upon termination of your subscription under this Section, any prepaid fees will be prorated and returned to you.
If any provision of these Terms, or the application thereof under certain circumstances, is held to be invalid or unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms, or the application of such provision under other circumstances, shall remain in full force and effect.
- RELATIONSHIP; INDEPENDENT CONTRACTOR
Nothing herein contained shall be so construed as to constitute the parties as principal and agent, employer and employee, partners or joint venturers, nor shall any similar relationship be deemed to exist between the parties. Neither party shall have any power to obligate or bind the other party, except as specifically provided herein.
Sections 2 (Acceptance of Terms), 6 (Fees and Payments), 7.A-E. (Intellectual Property Rights), 9.C (Student Information), 11 (Cancellation and Termination), 12 (Disclaimer of Warranties and Liability), 13 (Limitation of Liability), 14 (Indemnification), 15 (Assignment), 16 (Entire Agreement; Amended Terms), 17 (Severability), 18 (Relationship; Independent Contractor), 19 (Survival), 20 (Governing Law), 21 (Arbitration of Disputes), and 22 (No Waiver) will survive any termination of these Terms.
- GOVERNING LAW
The validity, interpretation and performance of these Terms shall be governed by the laws of the State of Michigan without giving effect to the conflicts of laws provisions or principals thereof. Subject to the requirement to arbitrate in Section 21 of these Terms, you agree to the exclusive jurisdiction of the courts located within the State of Michigan to resolve any disputes between the parties and you agree that proper venue is in Wayne County, Michigan or in the Federal District Courts located in Michigan.
- ARBITRATION OF DISPUTES
If we cannot amicably resolve any legal dispute or damage claim that should arise from your interactions with the Site, the Services, and/or The Children’s Center, you agree to resolve any such dispute or damage claim by arbitration. The arbitration proceeding shall be conducted in Wayne County, Michigan, in accordance with the rules of the American Arbitration Association then in effect with one (1) arbitrator to be selected by mutual agreement of both you and The Children’s Center. If we cannot agree on an arbitrator, then the American Arbitration Association shall select an arbitrator from the National Panel of Arbitrators. The laws of the State of Michigan shall apply to the arbitration proceedings. You agree that the arbitrator cannot award punitive damages to either of us and agree to be bound by the arbitrator’s findings. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction, which shall include, but not be limited to, the courts within Wayne County, Michigan.
You agree that (i) no arbitration proceeding hereunder whether a CONSUMER DISPUTE or a BUSINESS DISPUTE shall be certified as a class action or proceed as a class action, or on a basis involving claims brought in a purported representative capacity on behalf of the general public, other customers or potential customers or persons similarly situated, and (ii) no arbitration proceeding hereunder shall be consolidated with, or joined in any way with, any other arbitration proceeding. YOU AGREE TO ARBITRATE A CONSUMER DISPUTE OR BUSINESS DISPUTE ON AN INDIVIDUAL BASIS AND YOU WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION. We agree to the same limitations set forth in this section. YOU FURTHER AGREE TO THE EXTENT THAT FEES RELATED TO THE ARBITRATION UNDER THE AMERICAN ARBITRATION ASSOCIATION RULES ARE THE SOLE RESPONSIBILITY OF THE CHILDREN’S CENTER THAT YOU WILL SHARE EQUALLY IN SUCH FEES.
- NO WAIVER
The Children’s Center’s failure to enforce at any time any provision of these Terms does not constitute a waiver of that provision or of any other provision of these Terms.
- THIRD PARTY RIGHTS
The provisions of 12 (Disclaimer of Warranties and Liability), 13 (Limitation of Liability), and 14 (Indemnification) are for the benefit of The Children’s Center and its officers, directors, employees, agents, licensors, suppliers, and information providers. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on its/his/her own behalf.
- Digital Millennium Copyright Act Notice
If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible through the Site or any service offered by The Children’s Center, please notify The Children’s Center, as set forth in the Digital Millennium Copyright Act of 1998 (“DMCA”). For your complaint to be valid under the DMCA, you must provide the following information in writing:
- A.) An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
- B.) Identification of the copyrighted work that you claim is being infringed;
- C.) Identification of the material that is claimed to be infringing and where it is located on the Services;
- D.) Information reasonably sufficient to permit The Children’s Center to contact you, such as your address, telephone number, and email address;
- E.) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
- F.) A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.
- CONTACTING US
If you have any questions about these Terms, please contact us at:
The Children’s Center
79 Alexandrine West
Detroit, MI 48201