Terms of Service - Innate Advisor
Innate Guidance Systems, LLC (“Company”)
TERMS OF SERVICE - ADVISORS
Date of Last Revision: May 10, 2018
PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY CREATING AN ACCOUNT OR OTHERWISE ACCESSING OR USING THE SERVICE DESCRIBED BELOW, CUSTOMER AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. IF CUSTOMER DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THE SERVICE.
IF CUSTOMER ARE ORDERING THE SERVICE ON BEHALF OF AN ORGANIZATION OR COMPANY, CUSTOMER REPRESENT THAT CUSTOMER HAVE THE AUTHORITY TO BIND SUCH ORGANIZATION OR COMPANY TO THESE TERMS OF SERVICE.
YOUR ORGANIZATION MAY HAVE AN ORDER IN PLACE WITH COMPANY FOR THE SERVICE, IN WHICH CASE THESE TERMS OF SERVICE ARE PART OF THE TERMS AND CONDITIONS SET FORTH IN THAT ORDER.
INNATE ADVISOR™ (the "Service") is an online career and college guidance platform provided by Innate Guidance Systems, LLC (“Company”). These terms and conditions of service (“Terms”) apply to your access to and use of the Service, located at www.innate.com/advisor/terms (the "Website"), or such other website on which Company may host the Service.
The organization that has registered for use of the Service (be it a school, school district, college, university, educational consulting firm, or other entity that is engaged in the business of advising students or individuals on career and college choices) is the “Customer.” Employees and contractors of the Customer who are using the Service (usually advisors, counselors and administrators) are collectively referred to as “Advisors.” All acts and omission of Advisors with respect to the Service are the acts and omissions of Customer.
Company reserves the right at any time and in its sole discretion to change or modify any of the Terms or any policy or guideline of the Website. We will notify Customer of any material changes by email or by a clear message on the landing page of the Website. Unless otherwise indicated in the notice, any changes will be effective thirty (30) days after the notice date. Customer’s continued use of the Website following such effective date will be deemed as acceptance of the changes. If Customer does not agree to the revised Terms, Customer must cease all use of the Service.
Use of Service
Customer agrees to use the Service in the manner intended by Company, and in compliance with all instructions, rules, policies, and guidelines provided by Company. Customer further agrees not to misuse or abuse the Service in any manner.
To use the Service, Company will ask for information about individual Advisors. Customer agrees to ensure that such Advisors (a) provide accurate, current and complete information ("Registration Data"), (b) maintain the security of passwords, and (c) maintain and promptly update the Registration Data to keep it accurate, current and complete.
Some of the reports and tools provided in the Service will cost a fee (“Paid Services”). All fees will be posted on the Website or in an order form signed by Company and Customer. If Customer chooses to purchase one of the Paid Services, Customer agrees to pay the applicable fee in the manner required by Company. Some of the Paid Services may be subject to a time limit; Customer’s use of a Paid Service will not extend beyond that time limit, if any. All fees for Paid Services are not refundable.
Termination or Suspension of Service
Company reserves the right to suspend or terminate use of the Service if Customer violates any of these Terms (including non-payment of fees). Re-instatement is entirely within the Company’s discretion.
Company also reserves the right, in its sole discretion and without prior notice, to suspend, modify, discontinue or permanently cancel all or any part of the Service (including the fees charged for use of the Service). Any material changes will be communicated electronically (e.g., by email or posting on the Website) and will be effective on the date stated in the notice. If Customer continues to use the Service after that effective date, Customer is agreeing to the changes.
Company is not responsible or liable to Customer as a result of any change to the Service, including if Company cancels the Service altogether.
As part of the Service, individuals who are students or clients of Customer (“Students”) will provide Company with certain information about themselves (such as, for example, name, address, email address, phone number, etc.)(“Student Information”). Use of the Service will also produce further data about Students, such as assessment values and information about recommended college and career paths (the “Student Data”). As between Customer and Company, Students own all Student Information, and Company owns all Student Data.
Customer understands that Company will not share any Student Information or Student Data with Customer without the Student’s consent, including information and data collected or produced by use of a Paid Service for which Customer paid the fees.
The Service uses software that is the property of Company and is protected by U.S. and international copyright laws. While Company allows Customer to use the Service (and subject to these Terms), Company grants Customer a non-exclusive, non-transferable license to use the software solely in connection with Customer’s use of the Service. This license terminates automatically if Customer’s use of the Service is terminated. Customer will not attempt to reverse engineer, decompile, disassemble or attempt to discover the source code for the software.
Except as otherwise indicated on the Website, the Website and all content and other materials on the Website, including all designs, text, graphics, pictures, information, data, software, code, files, and the selection and arrangement thereof (collectively, the "Website Materials") are the property of Company or its licensors and are protected by U.S. and international copyright laws.
Customers are granted a limited, non-sublicensable license to access and use the Website and the Website Materials solely in connection with its use of the Service. Such license is subject to these Terms and does not include: (a) any resale, lending, leasing, providing as a service bureau, or sublicensing of the Website or the Website Materials; (b) the distribution, public performance or public display of any Website Materials (except as necessary to carry out the Service); (c) modifying or otherwise making any derivative uses of the Website and the Website Materials, or any portion thereof; (d) use of any data mining, scraping, robots or similar data gathering or extraction methods; (e) downloading (other than the page caching) of any portion of the Website, the Website Materials or any information contained therein, except as expressly permitted on the Website; or (f) any use of the Website or the Website Materials other than for its intended purpose.
Any use of the Website, the Website Materials, the Service or its software other than as specifically authorized herein, without the prior written permission of Company, is strictly prohibited and will terminate the license granted in these Terms. Such unauthorized use may also violate applicable laws (including copyright and trademark laws and applicable communications regulations and statutes). Except as explicitly stated, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise.
Third Party Links and Content
Company may provide third party content on the Website and may provide links to websites of third parties (collectively the "Third Party Content") as part of the Service. Company does not monitor or have any control over any Third Party Content. Company does not control, approve, endorse or adopt any Third Party Content and can make no representation or warranty as to its quality, content, accuracy or completeness. Company provides the Third Party Content only as a convenience. When an Advisor leaves the Website, Customer should be aware that Company’s terms and policies no longer govern. Customer should review the applicable terms and policies, including privacy and data gathering practices, of any Third Party Content.
Customer is solely responsible for any information that Advisors input or upload into the Service or Website (including all Student Information) (“Advisor Materials”). Customer agrees not to submit or upload to the Service or the Website any of the following:
- Advisor Materials that are unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;
- Advisor Materials that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law, including the regulations of the U.S. Securities and Exchange Commission or any rules of a securities exchange such as the New York Stock Exchange, the American Stock Exchange or the NASDAQ;
- Advisor Materials that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party (and Customer represent and warrant that Customer have the lawful right to distribute and reproduce such Advisor Materials);
- Advisor Materials that impersonate any person or entity or otherwise misrepresents your affiliation with a person or entity;
- Unsolicited promotions, political campaigning, advertising or solicitations;
- Private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers (except for any Student Information to which Customer has obtained the written consent of the Student for submission to the Service);
- Viruses, corrupted data or other harmful, disruptive or destructive files;
- Any information the disclosure of which would violate the Family Educational Rights and Privacy Act (FERPA) (20 U.S.C. § 1232g; 34 CFR Part 99); and
- Advisor Materials that, in the sole judgment of Company, are objectionable or which restricts or inhibits any other person from using or enjoying the Service or the Website, or which may expose Company or its users to any harm or liability of any type.
Any use of the Service in violation of the foregoing violates these Terms and may result in, among other things, termination or suspension of use of the Service.
If Customer believe that anything on the Website infringes upon any copyright which Customer own or control, Customer may file a notification of such infringement with our Designated Agent as set forth below.
Name of Designated Agent:
Director of Operations
Innate Guidance Systems
6663 SW Beaverton-Hillsdale Hwy, Suite 230
Portland, OR 97225
E-Mail Address: email@example.com
Please see 17 U.S.C. §512(c)(3) for the requirements of a proper notification. Please note that the information provided in the notification, including any personal information, may be forwarded to the person who has provided the allegedly infringing content, and Customer sending Company such notification constitutes consent to share this information with the alleged infringer.
INNATE ADVISOR™, Innate Guidance Systems™, Innate®, the Company logos and any other product or service name or slogan contained in the Website are trademarks of Company and its suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Company or the applicable trademark holder. Customer may not use any metatags or any other "hidden text" utilizing "Innate Guidance Systems”, “INNATE ADVISOR”, “INNATE” or any other name, trademark or product or service name of Company without our prior written permission. In addition, the look and feel of the Website, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of Company and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned in the Website are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by Company.
Customer agrees to defend, indemnify and hold harmless Company, its independent contractors, service providers and consultants, and their respective directors, employees and agents, from and against any claims, damages, costs, losses, liabilities and expenses (including, but not limited to, reasonable attorneys' fees) arising out of or related to any Advisor Materials, the use of the Service by Advisors, violation of these Terms, or violation of the rights of any Student or any third party.
Representations and Warranties; Disclaimer
Company endeavors to use, and will require its third-party hosting provider(s) to use, best-practice security methodologies for the Service. Current practices are available upon request. Please note that the specific methods used may vary from time to time, and Company does not represent or warrant that any specific security measures will be taken or that such security measures will be infallible. As Company's sole and exclusive liability, and Customer’s sole remedy, with respect to any security breach or data loss, Company will work with Customer to resolve any loss of data or other security issues that arise.
In addition, Customer understands that there may be occasions when the Service is interrupted or data is unavailable, such as for maintenance, upgrades, system or equipment failure, vendor failure or otherwise. COMPANY SHALL HAVE NO LIABILITY TO CUSTOMER FOR ANY INTERRUPTION, SUSPENSION, DISCONTINUANCE OR UNAVAILABILITY OF THE SERVICE OR DATA FOR ANY REASON. In the event of any unavailability of the Service, Company will provide Customer, upon request and as available, with an electronic copy of the data stored through the Service, provided Customer’s account is paid in full. Please note, however, that Customer is solely responsible for making backup copies of such data on a regular basis, and Company will not be responsible or liable in any manner if it is unable to provide such data for any reason.
EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN THESE TERMS, THE SERVICE, THE WEBSITE, AND THE WEBSITE MATERIALS ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE WEBSITE, THE SERVICE, AND ALL DATA, INFORMATION, CONTENT, AND MATERIALS CONTAINED OR STORED THEREIN. COMPANY DOES NOT REPRESENT OR WARRANT THAT THE SERVICE OR THE WEBSITE IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. COMPANY DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE OR ITS SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
Limitation of Liability
THE LIABILITY OF COMPANY, ITS DIRECTORS, SHAREHOLDERS, MANAGERS, MEMBERS, EMPLOYEES, AND AGENTS (FOR PURPOSES OF THIS SECTION, “COMPANY”) TO CUSTOMER WITH RESPECT TO THE WEBSITE, THE SERVICE, AND THESE TERMS IS LIMITED AS FOLLOWS: (A) COMPANY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, RELIANCE, OR SPECIAL DAMAGES (INCLUDING ANY DAMAGE TO BUSINESS REPUTATION, LOST PROFITS, LOST DATA OR LOST SAVINGS); AND (B) COMPANY’S MAXIMUM AGGREGATE LIABILITY SHALL NOT EXCEED THE GREATER OF FIVE HUNDRED DOLLARS ($500) OR THE AMOUNTS PAID BY CUSTOMER IN FEES UNDER THESE TERMS IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY. THESE LIMITS APPLY REGARDLESS OF THE FORM OF CLAIM (CONTRACT, TORT OR OTHERWISE) AND EVEN IF THIS PARAGRAPH IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY. IN SUCH EVENT, LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.
Applicable Law and Venue
These Terms and use of the Website shall be governed by and construed in accordance with the laws of the State of Oregon, applicable to agreements made and to be entirely performed within the State of Oregon, without resort to its conflict of law provisions. Customer agrees that any action at law or in equity arising out of or relating to these Terms shall be filed only in the state and federal courts located in Multnomah County, Oregon and Customer hereby irrevocably and unconditionally consents and submits to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of these Terms.
If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
Complete Terms and Conditions
These Terms state the entire agreement between Customer and Company with respect to the Service and the Website. They supersede all or any prior negotiations, discussions, communications, representations, or other statements regarding the Service and the Website. They may not be modified or amended except by Company, or with the written approval of an executive officer of Company.
Questions & Contact Information
Questions or comments about the Website and the Service may be directed to Company at firstname.lastname@example.org or by calling us at 503-862-3110.