Civitas Application User Terms
Last Updated: August 15, 2020
PLEASE READ: THESE USER TERMS CONTAIN A MANDATORY ARBITRATION AGREEMENT. PLEASE REVIEW THE ARBITRATION AGREEMENT CAREFULLY AS IT MAY AFFECT YOUR LEGAL RIGHTS.
For the purposes of these User Terms, “affiliates” means any entity that directly or indirectly controls, is controlled by, or is under common control with Civitas, whereby “control” (including, with correlative meaning, the terms “controlled by” and “under common control”) means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through ownership of voting securities, by contract, or otherwise.
Civitas has separately entered into a written agreement (“Customer Contract”) with an educational institution (herein referred to as “Customer”) that provided Customer with a subscription to access and configure an instance of one or more Civitas Applications. This Customer Contract allows Customer to designate users of its instance(s) of the Application(s). Each user invited to access the Application(s) by Customer, including you, is an “Authorized User.” If you are accessing or using the Application(s) as part of your employment with or as an independent contractor of Customer, these User Terms may be superseded by the Customer Contract. For all other Authorized Users, these User Terms shall apply. If you are unsure whether these User Terms or the Customer Contract apply to your use of the Application(s), please contact Customer. To the extent there is a conflict between the Customer Contract and these User Terms, the Customer Contract shall apply.
• Authorized Use
You are authorized to access and/or use the Application(s) only through the log-in credentials supplied to you by Customer (“User Account”) and only through the application interface provided by Civitas. If Customer revokes your User Account for any reason, you are no longer authorized to access and/or use the applicable Application(s). Your log-in credentials and User Account details may not be shared with or used by anyone other than you to access and/or use the Application(s). It is your responsibility to safeguard your login and password credentials and immediately notify Civitas of any unauthorized use or breach of security. You are solely responsible for any authorized or unauthorized access to your account by any person. You agree to bear all responsibility for the confidentiality of your password and all use, purchases, or charges incurred from use of the Application(s) with your User Account. Civitas has no liability or responsibility for any use of your User Account caused by unauthorized access to or fraudulent attacks on the Application(s) or Civitas generally.
When using the Application(s), you are prohibited from (a) using or attempting use to spiders, robots, avatars, intelligent agents, or any other extraction, navigation, or search tools, except for a normal browser as used by a natural persons, (b) aggregating, copying, or duplicating any of the materials or information available from the Application(s), except for the small amount of materials and information temporarily required for an ordinary single use of the Application(s), (c) accessing data not intended for you or attempting to gain unauthorized access to, interfere with, or disrupt any parts of the Application(s), the server on which the Application(s) is stored, or any server, computer or database connected to the Application(s), (d) accessing the Application(s) for the purpose of competing with Civitas or using the Application(s) for the purposes of benchmarking or other similar purposes, (e) using the Application(s) in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Application(s), or (f) attacking the Application(s) or Civitas generally via a denial-of-service attack or a distributed denial-of-service attack.
For the avoidance of doubt, access to the Application(s) does not give you any ownership right to any part of that Application or any Civitas Application. The Application(s) are the sole property of Civitas.
• Your Content & Personal Information
You may decide to submit content or information to the Application(s) by sending messages, inputting information, making selections, or uploading data or files (“Content.”) Some of the Content you choose to enter may be personally identifiable information or data from education records that may be subject to the Family Education Rights and Privacy Act of 1974, 20 U.S.C. §1232g (FERPA) or other relevant data privacy laws. In addition to the data and information you provide, Customer may provide the Application(s) with access to your educational records from Customer’s student information system, learning management system, or similar records databases (“Customer Records”). You acknowledge and agree that the Customer Records, your Content and any content input by Customer or its employees or agents, is owned by Customer and is governed by the Customer Contract (“Customer Data”).
As between Civitas and Customer, you agree that it is solely Customer’s responsibility to (i) inform you of any relevant Customer policies and practices and any settings that may impact the processing of Customer Data; (ii) obtain any rights, permissions or consents from you that are necessary for the lawful use of Customer Data and the operation of THE APPLICATION(S); (iii) ensure that the transfer and processing of Customer Data under the Customer Contract is lawful; and (iv) respond to and resolve any dispute with you relating to or based on Customer Data, THE APPLICATION(S), or Customer’s failure to fulfill these obligations.
Customer may (or may instruct Civitas to) provision or deprovision access to the Application(s), enable or disable certain functionalities, manage permissions, export or download data, change settings, share information, or delete or destroy data at its discretion. These choices or instructions may result in loss of access, loss of use, disclosure, modification, or deletion of certain or all Customer Data including your Content. You acknowledge that you bear sole responsibility for adequate security, protection, and backup of your Content. Civitas will have no liability to you for any instructions given by Customer related to the disposition, modification, or access to Customer Data or any unauthorized access or use, corruption, deletion, destruction of loss of any Customer Data.
• Accuracy of Information
The information presented on or through the Application(s) is made available solely for general information purposes. Civitas does not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. Civitas disclaims all liability and responsibility arising from any reliance placed on such materials by you or any other user of the Application(s), or by anyone who may be informed of any of the content on the Application(s).
• Intellectual Property
You acknowledge that the Applications, and Civitas’ designs, trademarks, service marks, logos (the “Marks”), graphics, text, sounds, pictures, and other files and the selection, and arrangement thereof, (collectively the “Materials”) are the property of Civitas and are subject to and protected by applicable intellectual property laws and rights. All rights to the Application(s) and the Materials not expressly granted in these User Terms are reserved to their respective copyright owners. Any use of the Application(s) or the Materials must keep intact all copyright and other proprietary notices contained in the original Materials. Except as expressly authorized by these User Terms, you may not copy, modify, reproduce, distribute, republish, download, perform, display, post, transmit, exploit, create derivative works or otherwise use the Application(s) or any of the Materials in any form or by any means without prior written authorization of Civitas. Civitas Marks contained or described in the Application(s) or any of the Materials are the sole property of Civitas and may not be copied, altered or otherwise used, in whole or in part, without the prior written authorization of Civitas. Civitas reserves the right to enforce its intellectual property rights to the fullest extent of the law.
You may not support or allow any third party to access, copy, distribute, sell, disclose, lend, transfer, convey, modify, decompile, disassemble, or reverse engineer any Application(s) or the Materials for any purpose whatsoever.
You may provide suggestions, enhancement requests, recommendations, or other feedback to Civitas concerning the functionality and performance of the Application(s) (“Feedback”) from time to time. You hereby assign and agree to assign all of your right, title, and interest in and to such Feedback to Civitas. To the extent that the foregoing assignment is ineffective for whatever reason, you hereby grant and agree to grant to Civitas a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use, reproduce, disclose, sublicense, distribute, modify and otherwise exploit such Feedback without restriction.
Your authorization to access and use the Application(s) will commence upon your acceptance of these User Terms and will remain in effect until Customer’s subscription for you expires or terminates, or your access to the Application(s) has been terminated by Customer or Civitas. Civitas may suspend your access to an Application for any reason or for no reason at our discretion without prior advance notice. Please contact Customer if you at any time or for any reason wish to terminate your User Account. Upon termination of these User Terms all of your rights under these User Terms shall immediately terminate.
Notwithstanding such termination or suspension, you will continue to be subject to the “Intellectual Property,” “Feedback,” “Indemnification and Limitation of Liability,” “Arbitration,” and “Applicable Law & Jurisdiction” sections of these User Terms. You agree that Civitas shall not be liable to you or to any third party for any modification, suspension, termination, or discontinuation of an Application or your access to/ability to use an Application.
Your access to and/or use of the Application(s) may be suspended for the duration of any unanticipated, unscheduled, or scheduled downtime or unavailability of any portion or all of the Application(s) for any reason, including as a result of power outages, system failures, in the event of a denial of service attack or other attack on the Application(s) or other event that we determine, in our sole discretion, may create a risk to the Application(s), to you or to Customer or any of our other users or customers if not suspended, or other interruptions. Civitas shall have no liability whatsoever for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that you may incur as a result of any such suspension of service.
• Third-Party Sites
Any links to Customer or third-party websites within the Application(s) are provided only as a convenience to you. If you use these links, you will leave the Application(s). Civitas does not control or endorse any third-party websites. You agree that Civitas will not be responsible or liable for any content, goods or services provided on or through these outside websites or for your use or inability to use such links or websites. You will use these links at your own risk. You are advised that other websites, including third-party websites linked from the Application(s) may contain material or information that you may find offensive or inappropriate; that is inaccurate, untrue, misleading or deceptive; or that is defamatory, libelous, infringing of others’ rights or otherwise unlawful. You should carefully review any third-party s policies and practices to make sure you understand them before you access that third-party’s website or engage in any transaction with any third-party. Any complaints, claims, concerns, or questions regarding third-party websites, products, or services should be directed to the third-party. Civitas expressly disclaims any responsibility for the content, legality, decency or accuracy of any information, and for any products and services that appear on any third-party website.
• Notifications & Messaging
You may have the option to receive email and/or SMS notifications and messages related to your use of the Application(s) including, but not limited to, appointment notifications and reminders, messaging with your advisor or other member of Customer, or other alerts from Customer. Any and all notifications/messages sent or received through the Application(s) are subject to these User Terms, including the mandatory arbitration provisions below. Civitas is not responsible and will not be held liable for delayed or undelivered notifications/messages. You can opt-out from receiving notifications/messages by changing your communication preferences on the Settings page within the Application(s).
If you opt-in to receiving text messages through the Application(s), you are representing that you have the authority to agree to receive SMS messages on the mobile telephone number associated with Customer’s student information system (“Your Mobile Number”). If you have any questions about or wish to make a change to Your Mobile Number, please contact Customer. You agree to maintain accurate, complete and up-to-date information with Customer regarding Your Mobile Number, including that you agree to advise Customer immediately if you cease being the subscriber or regular user of Your Mobile Number. The frequency of the text messages you receive will depend upon your activity. Standard message and data rates may apply. Not all mobile devices may be supported.
• Mobile Application
As part of the Customer Contract between Civitas and your educational institution, you may have access to mobile Applications developed by Civitas. These User Terms apply with equal force to any mobile Application(s). In order to use the mobile Application(s), you must have a compatible device to which the mobile Application(s) is downloaded (“Device”). By downloading the mobile Application(s), you confirm that you either own the Device or, if not owned by you, you have obtained permission from the owner to install and use the mobile Application(s) on such Device. You accept responsibility for any use of the mobile Application(s) whether or not the Device is owned by you.
• Representations and Warranties
You represent and warrant:
•that you are solely responsible for your use of the Application(s) and/or the Materials, including, without limitation, the accuracy, appropriateness, and completeness of your Content as well as any use of your User Account, whether authorized by you or not;
• that you have the necessary rights and licenses, consents, permissions, waivers and releases to use and display your Content;
• that your Content (a) does not violate, misappropriate, or infringe any rights of Civitas or any third-party; (b) does not constitute defamation, invasion of privacy or publicity, or otherwise violate any rights or any third-party; or (c) is not designed for use in any illegal activity or promote illegal activities including, without limitation, in a manner that might be libelous or defamatory or otherwise malicious, illegal or harmful to any person or entity, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age; and
• that you will abide by all applicable local, state, national, foreign and international laws and regulations applicable to your access and use of the Application(s) and the Materials.
•Indemnification and Limitation of Liability
You expressly understand and agree that:
Your access to and use of THE APPLICATION(S) and the Materials is at your sole risk. THE APPLICATION(S) and the Materials are provided on an “as is” and “as available” basis WITH NO COMMITMENT TO ANY FUTURE FUNCTIONALITY OR FEATURES. YOU ACKNOWLEDGE you’re your ACCESS TO AND USE OF THE APPLICATION(S) IS AT YOUR OWN RISK. Except as otherwise expressly provided in these User Terms, Civitas, its parent, subsidiaries, and other affiliated companies and their respective officers, directors, employees, agents, and other representatives (collectively, the “Civitas Parties”), expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purposes and non-INfringement. Without limiting the generality of the foregoing, the Civitas Parties make no warranty that: (i) THE APPLICATION(S) or the Materials will meet your requirements; (ii) THE APPLICATION(S) or the Materials will be uninterrupted, timely, secure, or error-free; (iii) information that may be obtained will be accurate or reliable; (iv) the quality of any products, services, information, or other material obtained by your through THE APPLICATION(S) or the Materials will meet your expectations or needs; and (v) except as in accordance with applicable law, any errors in THE APPLICATION(S) or the Materials will be corrected
In no event will the Civitas Parties be liable for damages of any kind, under any legal theory, arising out of or in connection with your use, or in ability to use, THE APPLICATION(S) or the Materials, or any content thereon, including for any direct, indirect, incidental, special, exemplary or consequential damages of any type whatsoever whether based on breach of contract, breach of warranty, tort (including negligence), product liability or otherwise, even if an individual advises of the possibility of such damages, related to or arising from THE APPLICATION(S) or the Materials.
Notwithstanding the foregoing, the sole and maximum liability of the Civitas Parties for any reason, and your sole and exclusive remedy for any cause or claim whatsoever, shall be limited to (at civitas’ option) a pro-rata refund to customer of the pre-paid fees for your account covering the remainder of the term or TWENTY dollars ($20) in the aggregate. no action arising out of these user terms or your access to or use of THE APPLICATION(S) or the materials, regardless of form or the basis of the claim, may be brought by you more than one (1) year after the cause of action has arisen (or if multiple causes, from the date the first such cause arose). The foregoing does not affect any liability which cannot be excluded or limited under applicable law and does not limit either party’s right to seek and obtain equitable relief.
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHT TO FILE A LAWSUIT IN COURT.
Notwithstanding the foregoing, either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Application(s), or violation of any intellectual property. Such proceedings shall be brought in the federal or state courts in Austin, Texas.
This provision shall not apply to users in countries that require agreements to be governed by the local laws of the user’s country.
• Applicable Law and Jurisdiction
The Application(s) are tools intended for use by educational institutions and organizations and not for consumer purposes. To the maximum extent permitted by law, you hereby acknowledge and agree that consumer laws do not apply. If, however, any consumer laws do apply and cannot otherwise be excluded, nothing in these User Terms will restrict, exclude or modify any statutory warranties, guarantees, rights or remedies you have.
These User Terms shall be governed by and interpreted in accordance with the laws of the State of Texas. The United States Arbitration Act shall govern the interpretation, enforcement, and proceedings pursuant to the arbitration clause above.
• Force Majeure
Neither party will be liable for any failure or delay in its performance under these User Terms due to any cause beyond its reasonable control, including acts of war, acts of God, terrorism, earthquake, flood, embargo, riot, sabotage, pandemic, labor shortage or dispute, governmental act, or failure of the Internet (not resulting from the actions or omissions of Company), provided that the delayed party: (i) gives the other party prompt notice of such cause, and (ii) uses its reasonable commercial efforts to promptly correct such failure or delay in performance.
All notices under the User Terms will be by email. Notices to Civitas should be sent to firstname.lastname@example.org
. A notice will be deemed to have been duly given the day after it is sent. You agree that all notices we provide to you via email satisfy any legal requirement that such notices be in writing or be delivered in a particular manner. Notices under the Customer Contract will be delivered solely to Customer in accordance with the terms of that agreement.
If you have any comments or questions regarding these User Terms, or wish to report any violation of these User Terms or applicable law, you may reach us at email@example.com