Last modified: June 22, 2020
END USER LICENSE AGREEMENT AND TERMS AND CONDITIONS
This End-User License Agreement (this "EULA" or “Agreement”) is a legal
agreement between you and FIRST LIGHT WEB SERVICES LLC. (“FIRST
LIGHT”, “Licensor”) provider of IMPACT Feedback software and services
(together ‘the Service) including all HTML files, Javascript files, graphics files,
animation files, data files, technology, development tools, scripts, and
programs, both in object code and source code (the "Software"), the
deliverables provided pursuant to this EULA which may include associated
media, printed materials, and "online" or electronic documentation. As used
herein youor “Licenseemeans a user of the service. Please carefully read
this EULA and the FIRST LIGHT Privacy Policy which is incorporated into and
is part of this EULA.
This EULA governs the Licensor's Terms and Conditions and your use (and
use of any person you provide access to use) of the Service. By installing,
copying, or otherwise using the Software or Services, Licensee agrees to be
bound by the terms and conditions set forth in this EULA. If Licensee does not
agree to the terms and conditions set forth in this EULA, then Licensee may
not download, install, or use the Service or provide another person access to
download, install, or use the Service.
1. Grant of License. Subject to the terms of this EULA, Licensor hereby
grants to Licensee a limited, personal, non-transferable, non-exclusive
license to use the Service (including its implementation and
configuration), Cloud Materials (as applicable) and Documentation
solely for operating the service.
1.1. Authorized Users. Licensee may permit Authorized Users to use the
Service. Usage is limited to the Usage Metrics and volumes
stated in the Web Services Agreement. Access credentials for the
Service may not be used by more than one individual, but may be
transferred from one individual to another if the original user is no
longer permitted to use the Service. Licensee is responsible for
breaches of the Agreement caused by Authorized Users.
1.2. Subscription. Licensee understands and agrees that the Software and
Services are acquired through a Software as a Service (SaaS)
subscription model. Licensee is granted access to use the
Software and Services during the term of the subscription of
Licensee’s school with the limitations set forth by said subscription
and this Agreement and only as the subscription status remains
active and any and all fees are paid in full and not past due.
1.3. Acceptable Use policy. With respect to the Service, Licensee will not:
1.3.1. disassemble, decompile, reverse-engineer, duplicate,
translate or make derivative works
1.3.2. transfer or communicate any content or data that is unlawful
or impinges on any intellectual property rights, or
1.3.3. circumvent or jeopardize its operation or security.
1.4. Verification of Use. Licensee will monitor its own use of the Service and
report any use in excess of the Usage Metrics and volume. FIRST
LIGHT may monitor use to verify compliance with Usage Metrics,
volume and the Web Services Agreement.
1.5. Suspension of Service. FIRST LIGHT may suspend or limit use of the
Service if continued use may result in material harm to the
Service or its users. FIRST LIGHT will promptly notify Licensee of
the suspension or limitation. FIRST LIGHT will limit a suspension
or limitation in time and scope as reasonably possible under the
circumstances.
1.6. Third Party Web Services. The Service may include integrations with
web services made available by third parties that are accessed
through the Service and subject to terms and conditions with
those third parties. These third party web services are not part of
the Service and the Agreement does not apply to them.
1.7. Mobile Access to the Service. If applicable, Licensee may access
certain Services through mobile applications obtained from third-
party websites such as Android or Apple app store. The use of
mobile applications may be governed by the terms and conditions
presented upon download/access to the mobile application.
2. Changes to this Agreement. FIRST LIGHT reserves the right to change,
modify, add to, supplement or delete any of the terms and conditions of
this Agreement (including the Privacy Policies, as provided therein,
which are incorporated into, a part of, and governed by this Agreement)
at any time on occasion. No modification to this Agreement shall change
the terms of any then-current written agreement executed between
FIRST LIGHT and an Entity. FIRST LIGHT will notify you of any material
changes by email, website posting, pop-up screen or within-service
announcement. If any future changes to this Agreement are
unacceptable to you or cause you to no longer be in accordance with
this Agreement, you must stop using the Service without delay. Your
use of the Service following any revision to this Agreement constitutes
your acceptance of any and all such changes. You may reject any
changes by stopping use of the Service
3. Privacy and Protection of Personal Information. FIRST LIGHT respects
the privacy of visitors to, and users of, the Service. Information collected
from you and any individual you provide access to use the Service is
subject to FIRST LIGHT’s Privacy Policies. Please see FIRST LIGHT’s
Privacy Policies at the links set forth at the beginning of this Agreement
for more information on the collection and use of your information. By
accepting this Agreement, you agree to all of the terms of the Privacy
Policies, which are a part of this Agreement. If you are a school
representative that provides a user with access to use the Service, you
agree to hold all user information you may receive in confidence and in
compliance with all applicable laws.
4. Intellectual Property. FIRST LIGHT Ownership. FIRST LIGHT owns all
intellectual property rights in and related to the Service, Materials,
Documentation, Consulting Services, design contributions, related
knowledge or processes, and any derivative works of them. All rights
not expressly granted to Licensee are reserved to FIRST LIGHT and its
licensors.
4.1. Licensee Ownership. Licensee retains all rights in and related to the
Licensee’s personal information.
4.2. Non-Assertion of Rights. Licensee covenants, on behalf of itself and its
successors and assigns, not to assert against FIRST LIGHT and
its Affiliates or licensors, any rights, or any claims of any rights, in
any Service, Materials, Documentation, or Consulting Services.
4.3. Unless otherwise specified in writing, all materials that are part of the
Service are owned, controlled, or licensed by FIRST LIGHT and
its licensors and are protected by law from unauthorized use. The
entire contents of the Service (including without limitation all visual
content, audio visual content, text (including without limitation,
exam and survey questions) (the “Content”), and the
arrangement, sequence, structure, and organization of the
Service, are copyrighted under the United States copyright laws
and/or similar laws of other jurisdictions. FIRST LIGHT and FIRST
LIGHT logos are trademarks of FIRST LIGHT and may not be
used without the express written permission of FIRST LIGHT. You
do not acquire any ownership rights by using the Service or
downloading material from the Service, you have during this
Agreement only the limited right to use the Service for your
personal education.
4.4. If you elect to submit to FIRST LIGHT any essay or other works of
authorship or comments, feedback, suggestions, ideas and other
submissions in connection with your use of or otherwise relating
to the Service, whether in writing or orally (collectively,
“Submissions,” but excluding any material to the extent it
constitutes an “education record” under that federal law known as
Family Educational Rights and Privacy Act), you agree in
consideration of your use of the Service that FIRST LIGHT may
use such Submission (including reproduce, distribute, perform
and display), modify such Submission, and act on such
Submission (by executing on an idea, practicing a process,
making, offering and selling a product, or creating further ideas,
processes or products from or incorporating your Suggestion), in
each case without owing any royalty or otherwise accounting to
you, and you agree to not assert any right you may have in such
Suggestion against FIRST LIGHT or any party FIRST LIGHT
authorizes to act on the foregoing rights or any successor-in-
interest to FIRST LIGHT. You agree such rights may be exercised
or further authorized anywhere in the world and will survive any
termination of your account(s), the Service, or this Agreement.
You represent and warrant that any Submissions are your original
creations, that you have all rights to the Submissions, and that the
Submissions do not infringe or violate the rights of any party,
including without limitation any intellectual property rights or rights
or privacy or publicity.
5. Passwords. FIRST LIGHT utilizes several methods that allow you to
record and store information in your account. You are responsible for all
actions on the Service by you or under your Service password or
account and for taking all reasonable steps to ensure that no
unauthorized person shall have access to your Service password or
account. Without limiting the foregoing:
5.1. you are responsible for all actions taken by individuals that you provide
access to use the Service; and
5.2. it is your sole responsibility to
5.2.1. govern the use of any login code and password;
5.2.2. authorize, monitor, and control access to and use of your
Service account and password;
5.2.3. immediately inform FIRST LIGHT of any need to deactivate
a password. You grant FIRST LIGHT and all other persons
or entities involved in the operation of the Service the right
to transmit, monitor, retrieve, store, and use any information
recorded and/or stored in your account in regards to the
management of the Service.
6. Usage Rules. As a condition of your use of and access to the Service,
you shall not: (a) copy or adapt the Service’s software including but not
limited to Flash, GoLang, HTML, Java, CSS, JavaScript or other code;
(b) reverse engineer, decompile, reverse assemble, modify or attempt to
discover any software (source code or object code) that the Service
create to generate web pages or any software or other products or
processes accessible through the Service; (c) distribute any virus, time
bomb, trap door, or other harmful or disruptive computer code,
mechanism or program; (d) interfere with or circumvent any security
feature of the Service or any feature that restricts or enforces limitations
on use of or access to the Service; (e) sell the Service or any part
thereof including but not limited to user accounts and access to them in
exchange for anything of value; (f) violate any applicable law, including
without limitation any applicable export laws; (g) allow another person or
entity to use your identity in order to access the Service; or (h) publicly
post or otherwise disseminate any details regarding the Service’s
questionnaires (including the questions or answers) except fair use of
such details under applicable copyright law for scholarly or newsworthy
purposes.
7. Publicity. Neither party will use the name of the other party in publicity
activities without the prior written consent of the other.
8. No Professional Advice. The Service and the Content are provided for
informational purposes only. FIRST LIGHT DOES NOT PROVIDE
MEDICAL, LEGAL, CERTIFIED FINANCIAL, OR ANY
PROFESSIONAL ADVICE NOR DOES THE SERVICE CONSTITUTE
THE PRACTICE OF MEDICINE, LAW, OR ANY OTHER
PROFESSION. Any information provided to you by FIRST LIGHT as a
result of your participation in the Service is being provided to you solely
for your educational and informational benefit and should not be
considered medical, legal, or professional advice or a substitute for the
foregoing. You agree that you bear all responsibility for your own
decisions you may elect to make based on any information you learn in
connection with the Service.
9. Limitation of Liability.
9.1. Unlimited Liability. Neither party will exclude or limit its liability for
damages resulting from:
9.1.1. unauthorized use or disclosure of Confidential Information,
9.1.2. either party’s breach of its data protection and security
obligations that result in an unauthorized use or disclosure
of personal data, or
9.1.3. death or bodily injury arising from either party’s gross
negligence or willful misconduct.
9.2. Liability Cap. Subject to Sections 1.1 and 9.3, the maximum aggregate
liability of either party (or its respective Affiliates or FIRST LIGHT’
subcontractors) to the other or any other person or entity for all
events (or series of connected events) arising in any twelve month
period will not exceed the annual subscription fees paid by
Licensee’s school for the Service directly causing the damage for
that twelve month period. Any “twelve month period” commences
on the Subscription Term start date or any of its yearly
anniversaries.
9.3. Exclusion of Damages. Subject to Section 9.1, neither party (nor its
respective Affiliates or FIRST LIGHT’ subcontractors) will be liable
to the other party for any special, incidental, consequential, or
indirect damages, loss of good will or business profits, work
stoppage or for exemplary or punitive damages, and
10. Third Party Claims. You agree to hold harmless First Light from and
against all third-party claims and actions brought against First Light
arising out of your use of the Service or that of any individual you
provide access to use the Service and/or your breach or alleged breach.
11. Disputes. The prevailing party in any action to enforce this Agreement
shall be entitled to recover costs and expenses including, without
limitation, attorneys’ fees. This Agreement is made within the exclusive
jurisdiction of the United States, and its jurisdiction shall supersede any
other jurisdiction of either party’s election.
11.1. To expedite resolution and control the cost of any dispute, controversy
or claim related to this Agreement (“Dispute”), you and FIRST
LIGHT agree to first attempt to negotiate any Dispute (except
those Disputes expressly provided below) informally for at least
thirty (30) days before initiating any arbitration or court
proceeding. Such informal negotiations commence upon written
notice from one person to the other. You will send your notice to
FIRST LIGHT WB SERVICES. (ATTENTION: LEGAL
DEPARTMENT),
PO Box 755
Bellingham, WA 98227
support@firstlightweb.com
12. Severability. No Waiver.
12.1. The failure of FIRST LIGHT to require or enforce strict performance by
you of any provision of this Agreement or to exercise any right
under them will not be construed as a waiver or relinquishment of
FIRST LIGHTs right to assert or rely upon any such provision or
right in that or any other instance.
12.2. You and FIRST LIGHT agree that if any portion of this Agreement is
found illegal or unenforceable, in whole or in part by any court of
competent jurisdiction, such provision will, as to such jurisdiction,
be ineffective to the extent of such determination of invalidity or
unenforceability without affecting the validity or enforceability
thereof in any other manner or jurisdiction and without affecting
the remaining provisions of this Agreement, which will continue to
be in full force and effect.
12.3. Miscellaneous. FIRST LIGHT operates and controls the Service from its
offices in North America. FIRST LIGHT makes no representation
that the Service is appropriate or available in other locations. This
Agreement is effective until terminated by either party. You may
terminate this Agreement by destroying all Service-related
materials obtained from the Service, FIRST LIGHT or any other
website or source. The privileges granted to you under this
Agreement will terminate immediately and automatically without
notice from FIRST LIGHT if, in its sole discretion, you fail to
comply with any term or provision of this Agreement or for any
reason in FIRST LIGHT’s sole discretion. Neither the course of
conduct between the parties nor trade practice will act to modify
this Agreement at any time without any notice to you. You may
not assign this Agreement without FIRST LIGHT’s prior written
consent, which may be withheld in FIRST LIGHT’s sole discretion,
and any assignment without such consent shall be deemed null
and void. This Agreement contains the entire understanding of
you and FIRST LIGHT, and supersedes all prior understandings
between the parties concerning its subject matter, and cannot be
changed or modified by you. The section headings used in this
Agreement are for convenience only and will not be given any
legal import. Upon FIRST LIGHT’s request, you will furnish FIRST
LIGHT any documentation, substantiation or releases necessary
to verify your compliance with this Agreement. You agree that this
Agreement will not be construed against FIRST LIGHT by virtue
of having drafted it. You hereby waive any and all defenses you
may have based on the electronic form of this Agreement and the
lack of signing by the parties hereto to execute this Agreement.
13. Statute of Limitations. You and FIRST LIGHT both agree that regardless
of any statute or law to the contrary, any claim or cause of action arising
out of or related to use of the Service or this Agreement (including the
Privacy Policies) must be filed within ONE (1) YEAR after such claim or
cause of action arose or will be forever barred.