Terms of the Service

These Terms of the Service (“Terms”) form a contract between the School and the Company. These Terms govern the surveys, analytical toolsets, datasets and support services (as further described below) which are provided to you by the Company free of charge for the purposes of supporting diversity and inclusivity efforts of your educational institution (the “Purpose”).

For and in consideration of the Services being provided at no cost, and the terms set forth below, the receipt and sufficiency of which is hereby acknowledged, you agree as follows:

Capitalized terms used in these Terms but not defined within the text, will have the meanings set forth below:

·       “Company,” “we,” “us” or “our” means Inclusivity Index, Inc., a Missouri non-profit corporation.

·       “School,” “you,” or “your” means the educational institution indicated on the signature page to these Terms, and any of its governing bodies, trustees, administrators, staff, and faculty.

·       “Users” means any person or entity to whom you provide access to our Services, including any administrators, staff, employees, trustees or mangers of your account and/or survey respondents, including students and parents.

·       “Data” means (i) Users Data, (ii) compiled survey results and benchmarking results, both past and present, (iii) comparative information from combining survey results of multiple organizations, and (iv) third-party data sourced and integrated with other survey results and data obtained by Company.

·       “Services” shall mean the surveys administered for the School, interactions to define survey content and consult on results, data analytical tools and visualization software, raw and processed data provided, comparison tools and the data underlying them, databases of recommendations and interventions, collateral materials to support evaluation, design, execution, analysis and interpretation of Data and any updates, modifications, revisions or additions provided by the Company.

·       “Users Data” means any content or data that you or your Users submit or transfer to Company in connection with the Services (including survey responses).

Legal Compliance. You must use the Services and Data in compliance with, and only as permitted by, applicable law. If your use of the Services and/or Data requires you to comply with industry-specific regulations applicable to such use, you will be solely responsible for such compliance. You must not use the Services and/or Data in a way that would subject Company to any industry-specific regulations without obtaining Company’s prior written consent.

Users. Users of the Services may include students of the School who are under the age of 18. You hereby warrant and represent that (i) for Users under the age of 18 you have either obtained appropriate permission from parents or guardians or you are authorized to provide permission for such Users to participate in the surveys, and (b) you have obtained any consents required from each User to allow Company to provide the Services. Company shall not be responsible for determining the age of Users or securing any required permissions for the submission, transfer, use, and storage of the Users Data provided from such User.

Proprietary Rights.  School acknowledges and agrees that the Services and Data (other than Users Data), and all information contained in and added to the Services and Data (other than Users Data), including, but not limited to, the surveys, additional questions or customizations, resulting data and analysis, reports, and benchmarking data is the proprietary and confidential property of Company, protected by applicable intellectual property rights and other laws. Company hereby grants School a personal, non-exclusive, non-transferable, royalty free, limited license to access and use the Services and Data solely for the School’s Purpose. School acknowledges and agrees not to, or aid or allow any third party to, disassemble, decompile, reverse-compile, translate, adapt, reverse-engineer, or otherwise attempt to derive any part of the Services or its method of operation. Furthermore, except in connection with the Purpose, School shall not, nor allow or aid any third party to, alter, modify, share, distribute, or plagiarize any work which is based on the Services and/or Data, in whole or part.

Users Data. You retain all ownership and intellectual property rights to Users Data. Company does not claim ownership over any Users Data. You grant Company a non-exclusive, perpetual, worldwide, royalty free license to use, reproduce, distribute, modify, adapt, create derivative works, or archive Users Data for the purposes of providing the Services to you. Moreover, you grant Company a non-exclusive, perpetual, worldwide, royalty free license to use, reproduce, distribute, modify, adapt, create derivative works, make publicly available, archive, or otherwise exploit Users Data for purposes of creating and using de-identified aggregated data derived from Users Data, provided such de-identified aggregated data does not identify the School or its Users. Notwithstanding anything to the contrary contained herein, Company may disclose any of the Data, including Users Data in any format, generated by the Services when required by law or legal process, but only after it, if permitted by law: (a) uses commercially reasonable efforts to notify the School; and (b) gives the School the opportunity to challenge the requirement to disclose, at the School’s sole cost. 

Data Protection. Company does not collect personally identifiable information in the course of the Services. In the course of using the Services, School agrees and consents to the use, transfer, processing, and storage of Users Data in accordance with this Agreement. Company will store and process Users Data in a manner consistent with industry security standards.

Data Retention. Company will maintain Users Data stored and collected through the Services for as long as we have a business or tax need, or as required by applicable laws, regulations or government orders.  Notwithstanding, and unless otherwise required by applicable laws, regulations or government orders, Company reserves the right, in its sole discretion to destroy, erase or delete the Users Data at any time and makes no guarantee or representation that the Users Data or any backups thereof will be retained for any particular period of time.

DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, USE OF THE SERVICES AND DATA IS AT YOUR OWN RISK, AND ARE OFFERED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR AGAINST INFRINGEMENT WITH REGARD TO THE SERVICES OR DATA.  COMPANY DOES NOT WARRANT OR GUARANTEE (I) THE ACCURACY, COMPLETENESS OR USEFULNESS OF THE SERVICES AND/OR DATA, (II) THAT THE RESULTANT INFORMATION OR REPORTS CREATED BY THE COMPANY IS APPROPRIATE FOR A PARTICULAR PURPOSE; OR (III) ANY PARTICULAR OUTCOME OF THE USE OF THE SERVICES AND DATA BY THE SCHOOL. COMPANY BEARS NO LIABILITY FOR RELIANCE PLACED ON THE SERVICES AND/OR DATA OR THE DECISIONS OF THE SCHOOL’S LEADERSHIP RESPONSE TO THE SERVICES AND RESULTING DATA. DATA USED FROM THIRD PARTY SOURCES HAS NOT BEEN INDEPENDENTLY VERIFIED, VALIDATED, OR AUDITED BY COMPANY. COMPANY IS NOT RESPONSIBLE FOR CONCLUSIONS OR INSIGHTS GARNERED BY THE SERVICES, OR ANY ERRORS OR INACCURACIES IN THE DATA.

LIMITATION ON LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES SHALL COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY IS NOT LIABLE TO YOU OR TO THIRD PARTIES FOR ANY DAMAGE, HARM, INJURY OR CLAIM THAT ARISES FROM YOUR AUTHORIZED OR UNAUTHORIZED USE OF THE SERVICES AND/OR DATA. IN THE EVENT OF ANY PROBLEM WITH SERVICES AND/OR DATA OR ANY CONTENT THEREIN, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING THE SERVICES AND DATA.

Indemnity.  You agree to indemnify, defend, and hold harmless, to the fullest extent allowed by law, Company and its officers, directors, employees, agents, operators, affiliates, and licensors in regard to any and all claims, allegations, demands, damages, obligations, losses, liabilities, costs, debts, disbursements, and expenses – including settlement amounts and attorneys’ fees – arising out of or resulting from (a) your use of the Services and Data; (b) the User Data you or your Users provide to the Company; (c) your violation of these Terms; (d) your breach of any representations, warranties, or covenants set forth herein; (e) your violation of any rights of a third party, including privacy rights and intellectual property or proprietary rights; (f) your violation of any applicable laws or regulations and/or (g) Company’s response to any subpoena, request for documents or other legal requests for disclosure associated with your use of the Services or Data. You further agree not to settle any such matter without our prior written consent. We reserve the right, at your expense, to assume the exclusive defense and control in any matter in which you are required to indemnify us, and we may require you to pay for any attorney of our choice to defend us. You also agree to cooperate with our defense of these claims.

Miscellaneous. These Terms constitute the entire agreement between School and the Company and govern your use of our Services, superseding any prior version of these Terms. The Company reserves the right at any time to modify, alter or discontinue the Services, or any part thereof. These Terms shall be governed by the laws of the State of Missouri, without regard to its conflict of law provisions and any and all claims, causes of action and/or disputes, arising out of or relating to the Terms of the Service will be filed within the court having jurisdiction’s within the County of St. Louis or the Eastern District Court of Missouri. School and Company are independent contractors, and no partnership, fiduciary, joint venture, franchise, or employment relationship exists between Company and School. These Terms may be executed by each party upon a separate counterpart, each of which shall be deemed an original and all of which together shall constitute one agreement.

 I have read and agreed to abide by the Inclusivity Index, Inc. Terms of the Service. Further, the description of the survey and content, including modifications we propose to the survey statements and demographic layouts are correct and final.

SCHOOL                                                                                       

By: _______________________________                                

Name:_____________________________                               

Title:______________________________                                              

Name of Institution:__________________

Address:                                                                                     

_______________________                                                        

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