Effective Date: January 17, 2020
This Terms of Service Agreement (the "Terms” or "Agreement") constitutes a binding agreement between you ("you" or "client") and Scoliosis and Spine Online Learning LLC (“SSOL”, "we", "us", and "our") with respect to your use of SSOL’s website and related SSOL sites, services and proprietary content (collectively, the “SSOL Website”).
SSOL is an online learning website that offers live and taped presentations concerning the treatment of scoliosis and other spinal deformities.
Before you continue using the SSOL Website, it is important that you carefully review and accept the Terms.
1. Acceptance of Terms
By using or logging into the SSOL Website, you accept these Terms and agree to be bound by them. Acceptance of these Terms creates a binding contract between you and SSOL that you will use the SSOL Website only in a manner consistent with these Terms. Your use of the SSOL Website is entirely conditioned on and subject to your compliance with these Terms. If you do not agree with these Terms, do not access or use the SSOL Website. If you are under 18 years old, you should not access or use the SSOL Website without the permission of your parent or legal guardian.
2. Ownership and Use of SSOL
The SSOL Website is owned, licensed, and/or operated by SSOL. Except as permitted under this Agreement, copying, storing, displaying, reproducing, distributing, selling, licensing, sublicensing, publishing or creating derivative works of any content, videos, or materials on the SSOL Website is expressly prohibited without the prior written permission of SSOL. SSOL grants you during the period of your authorized use of the SSOL Website a non-exclusive, non-transferable, limited right to access, view, and, display information on SSOL for your personal, informational, educational, and noncommercial use only, but not to display to others, copy, distribute, or adapt such information.
4. Amendment of Terms; Termination
A) We reserve the right to change these Terms at any time. If we make any material changes to these Terms, we will post the new Terms on this page and update the Last Revised date set forth above. You are responsible for reviewing the Terms on the SSOL Website and noting any changes which have been made to prior versions.
B) This Agreement and your use of the SSOL Website as provided for hereunder shall continue until terminated as provided herein. You agree that SSOL may at any time without notice to you: terminate this Agreement; suspend or terminate your use of the SSOL Website; or terminate your account and delete any content stored in your account; and you agree that SSOL may take the foregoing actions for any reason, including if, in SSOL’s sole discretion, you fail to comply with any of these Terms or if a competent regulatory authority requires us to do so, or may do so without cause.
C) Upon termination of this Agreement or termination or suspension of your use of the SSOL Website, all rights and licenses granted by SSOL to you hereunder shall immediately terminate.
When you use the SSOL Website, you may be asked to provide or may be given a password. You are the only person permitted to use this password to access and use the SSOL Website with such password. As you will be responsible for all activities that occur under your password, you are responsible for maintaining the confidentiality of your password. You must notify SSOL immediately of any unauthorized use of your password, if you believe that your password is no longer confidential, or that an unauthorized person had access to your account. We reserve the right to change your password if we believe that your password is no longer secure. We may rely on the authority of anyone using your password, and in no event shall we be liable for any compromise of the confidentiality of your password or any unauthorized access using your password.
6. Information Provided by You
7. Prohibited Conduct
The following conduct is prohibited with respect to use of the SSOL Website:
A) to use the SSOL Website:
i. for any unlawful purposes;
ii. to create, produce, or distribute any material that is obscene, offensive, blasphemous, pornographic, unlawful, threatening, menacing, malicious, fraudulent, misleading, abusive, harmful to any person or property, false, an invasion of privacy or publicity rights, defamatory, libelous, vulgar, illegal or otherwise objectionable;
iii. to create, produce, or distribute any material that you do not have a right to transmit or communicate under any contractual or fiduciary relationship or which infringes any copyright, trademark, patent or other intellectual property right or any moral right of any party including, but not limited to, SSOL; or
iv. to harm minors in any way, including, but not limited to, content that violates child pornography laws, child sexual exploitation laws and laws prohibiting the depiction of minors engaged in sexual conduct;
B) to interfere with, harm or disrupt (or attempt to interfere with or disrupt) SSOL or the SSOL Website, or disobey any laws, requirements, procedures, policies or regulations governing access to or use of the SSOL Website;
C) to access or attempt to access any information, documents or material that you are not authorized to access; or
D)to use any robot, spider, or other such programmatic or automatic device to obtain information from SSOL or otherwise monitor or copy any portion of the SSOL Website.
You agree to indemnify and hold us and our officers, directors, shareholders, agents, employees, consultants, affiliates, subsidiaries and third-party partners harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of the following: (i) your breach of your representations and warranties or any other Terms, (ii) your use of the SSOL Website, or (iii) your violation of any law, statute, ordinance or regulation or the rights of a third party. Without limiting the foregoing, you agree to indemnify and hold us and our officers, directors, shareholders, agents, employees, consultants, affiliates, subsidiaries and third-party partners harmless from any claim or demand, including reasonable attorneys' fees, made by any user or third party due to or arising out of your actions.
9. Warranties; Liability
9.1 - Disclaimer of Warranties
Your use of the SSOL Website is at your sole risk. The SSOL Website is provided to you "as is" and on an "as available" basis. We specifically disclaim all warranties and conditions of any kind, whether express, implied or statutory, including but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. We disclaim any warranties regarding the security, reliability, timeliness, and performance of the SSOL Website. We disclaim any warranties for any information or advice obtained through the SSOL Website. We disclaim any warranties for services or goods received through the SSOL Website or received through any links provided on the SSOL Website, as well as for any information or advice received through any links provided on the SSOL Website.
In addition, no advice or information (oral or written) obtained by you from us shall create any warranty.
You understand and agree that you download or otherwise obtain material or data through the use of the SSOL Website at your own discretion and risk and that you will be solely responsible for any damages to your computer system or smartphone, or loss of data that results from the download of such material or data.
9.2 - Limitation of Liability.
You agree that in no event shall SSOL be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if SSOL has been advised of the possibility of such damages), arising out of or in connection with the SSOL Website or this Agreement or the inability to use the SSOL Website (however arising, including negligence), arising out of or in connection with third-party transactions or arising out of or in connection with your use of the SSOL Website and the actions of you or others in connection with SSOL. Our liability to you or any third parties in any circumstance is limited to the greater of (a) the amount of fees, if any, we have been paid by you for your use of the SSOL Website in the twelve (12) months prior to the action giving rise to liability, and (b) $100.
9.3 - Exclusions.
Some jurisdictions do not allow the exclusion or limitation of certain warranties or of incidental or consequential damages. Accordingly, some of the limitations in this section may not apply to you.
10. Interactions with SSOL and Third Parties
Your interactions with SSOL personnel, contractors or other third parties found on the SSOL Website, including delivery of services, and any other terms, conditions, warranties or representations associated with such interactions, are solely between you and such other party. You agree that SSOL shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such interactions or as the result of the presence of such parties on the SSOL Website or located through the use of the SSOL Website.
11. Trademarks, Copyrights, Patents, Proprietary Rights, and Nondisclosure of Confidential Information.
11.1 - SSOL's Trademarks.
SSOL trademarks and service marks, and other SSOL logos, products and service names, are trademarks of SSOL (the "SSOL Trademarks"). Except as otherwise permitted by law, you agree not to display or use in any manner the SSOL Trademarks without SSOL's prior written consent.
11.2 - SSOL’s Copyrights.
All original works of authorship used in SSOL and on the SSOL Website are protected by copyright laws and may not be copied, adapted, distributed, or displayed without a written license from SSOL. Original and licensed SSOL works are protected by copyright and other laws and such works are continuously updated, modified, and replaced on the SSOL Website. This shall serve as a copyright notice to you that such SSOL and other works are protected by US and international copyright laws as of the year they are accessed by you. All rights to these works are reserved. Infringements of these works will be prosecuted to the full extent permitted under law.
11.3 - Copyrights and Trademarks of Others.
SSOL respects the intellectual property of others, and we ask our users to do the same. We may, in appropriate circumstances and in our discretion, remove, or disable access to, material that infringes on the rights of others, and terminate access to the SSOL Website to those who may be repeat infringers. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please mail and email to SSOL the following information: 1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; 2. a description of the copyrighted work or other intellectual property that you claim has been infringed; 3. a description of where the material that you claim is infringing is located on the site; 4. your address, telephone number, and email address; 5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; 6. a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
Notice of claims of copyright or other intellectual property infringement can be sent as follows:
Scoliosis and Spine Online Learning LLC
16 East 96th Street, Suite 1B
New York, NY 10128
By email: email@example.com
11.4 - Proprietary Rights.
You acknowledge and agree that the SSOL Website contains proprietary and confidential information that is protected by applicable intellectual property and other laws. You also acknowledge and agree that content contained in supplier and other information presented to you through SSOL is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as consented to by SSOL or its suppliers in writing, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the SSOL Website or its content, in whole or in part.
11.5 - Nondisclosure of Confidential Information.
You acknowledge that your use of the SSOL Website may provide you with access to certain proprietary materials, inventions, processes, trade secrets, and confidential information, which you agree to keep confidential and not disclose to anyone unless required to do so by law.
12. Disclosures; Violations
The use of the SSOL Website under this Agreement is offered by SSOL, a New York limited liability company. Please report any violations of this Agreement by sending a notice of the violation to firstname.lastname@example.org.
13. Dispute Resolution
13.1 - Process.
The parties will attempt in good faith to resolve through negotiation any dispute, claim or controversy arising out of or relating to this Agreement or any actions or occurrences hereunder. In the event that the dispute, claim or controversy is not resolved by these negotiations, the matter will be submitted to the American Arbitration Association ("AAA") for final and binding arbitration. Nonetheless, legal action taken by SSOL to collect any fees (if any) and/or recover damages for, or obtain an injunction relating to SSOL or the SSOL Website, our digital platform or website operations, or intellectual property, shall not be submitted to arbitration except as otherwise agreed to in writing by SSOL. In addition, either you or SSOL may seek any interim or preliminary relief from a Court of competent jurisdiction in New York, New York necessary to protect the rights or property of you or SSOL pending the completion of arbitration.
13.2 - Arbitration.
The parties agree that any and all disputes, claims or controversies arising out of or relating to this Agreement that are not resolved by their mutual agreement by negotiation shall be submitted to final and binding arbitration before AAA pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et seq. The arbitration will be conducted in accordance with the procedures and regulations of AAA in effect at the time of filing of the demand for arbitration. The arbitration will take place in New York City and be conducted by a single, neutral arbitrator appointed in accordance with the applicable rules. To the extent permitted by the rules, the parties may appear at the arbitration by telephone or video link. The award of the arbitrator shall be enforceable according to the applicable laws of the state of New York, and may be entered as a judgment and enforced in any court of competent jurisdiction in any country. The parties covenant that they will participate in the arbitration in good faith, and that they will share equally in its costs.
We reserve the right at any time or times to modify or discontinue, temporarily or permanently, all or any portion of the SSOL Website with or without notice. You agree that we shall not be liable to you or to any third party for any modification, suspension or termination of the SSOL Website.
a. Entire Agreement
These Terms constitute the entire agreement between SSOL and you with respect to your use of the SSOL Website including related services. SSOL's failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision. If a court should find that one or more rights or provisions contained in these Terms are invalid, you agree that the remainder of the Terms shall be enforceable.
b. Choice of Law and Venue
This Agreement shall be governed and interpreted in accordance with the substantive law of the State of New York, United States, without regard to its conflict of law provisions.
You may not assign the Agreement and/or any of the rights or obligations contained herein. SSOL may freely assign this Agreement and the rights and obligations contained herein.
SSOL may notify you of certain events relating to the SSOL Website, or your use of it. We may choose to notify you of these matters via a general notice on the SSOL Website, including the digital platform (app) and website, email to your e-mail address on record in SSOL's account information, or by written communication sent by U.S. mail, postage pre-paid, to your address on record in SSOL's account information. If we notify you by mail, mail notice shall be deemed to have been given upon the expiration of four days after mailing (ten days if sent by international airmail); if we sent you notice by email, such notice shall be deemed to have been given upon the expiration of twenty-four (24) hours after sending. You may give notice to SSOL (such notice shall be deemed given when received and acknowledged by SSOL) at any time only by the following: email sent by confirmed delivery to the following email address: email@example.com; or letter delivered by nationally recognized overnight delivery service or certified mail, return receipt requested, addressed to SSOL at the following address: 16 East 96th Street, Suite 1B, New York, NY 10128. The party receiving a notice by email has an obligation to immediately send an email back to the sender acknowledging receipt of the notice.
e. Limitation of Claims
You and SSOL each agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the SSOL Website or this Agreement must be filed within one (1) year after the claim or cause of action arose or be forever barred.
f. No Agency
No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship between you and SSOL is intended or created by this Agreement.
g. No Waiver
SSOL's failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision and does not waive our right to act with respect to subsequent or similar breaches.
If any provision of this Agreement is found to be invalid by arbitration or a court of competent jurisdiction, you and SSOL nevertheless agree that the arbitrator or court should endeavor to give effect to the parties' intentions as reflected in the provision, and that the other provisions of this Agreement will remain in full force and effect.
If you have any comments or questions about these Terms, SSOL, or related sites or services, please contact us by email at firstname.lastname@example.org.