We at the Center for Institutional Courage are profoundly grateful to Gibson Dunn for its generous pro-bono legal support from our inception. Special thanks to Daniel Angel, Stephanie Kann, Sam Lee, Alex Marcellesi, Lorna McDill, Sara Schlafstein, Eric Sloan, Lisa Zivkovic, and David Wilf.

Terms of Use.

These Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you") and the Center for Institutional Courage, Inc. ("Courage", "we", "us", or "our"), concerning your access to and use of the https://institutionalcourage.org website as well as any other media form, media channel, mobile website or mobile application related, linked or otherwise connected thereto (collectively, the "Site"). 

PLEASE READ THESE TERMS OF USE CAREFULLY.  THESE TERMS OF USE, ALONG WITH COURAGE'S PRIVACY POLICY, WHICH IS INCORPORATED BY REFERENCE IN ITS ENTIRETY, CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND COURAGE THAT CONDITIONS YOUR USE OF THE SITE.  BY USING, ACCESSING, OR DOWNLOADING THE SITE, YOU SIGNIFY YOUR ACCEPTANCE OF THESE TERMS OF USE AND THE TERMS OF COURAGE'S PRIVACY POLICY. 

IF YOU DO NOT AGREE TO THESE TERMS OF USE OR THE TERMS OF OUR PRIVACY POLICY, YOU SHOULD NOT ACCESS OR USE THE SITE.

 

Privacy Policy; Entire Agreement

Your privacy is important to us. We encourage you to read our Privacy Policy to understand our privacy practices, so that you may make an informed decision about using the Site.  By using the Site, you consent to all actions taken by us with respect to your information in compliance with our Privacy Policy. These Terms of Use, together with the Privacy Policy and all other terms, conditions and policies incorporated herein by reference, together with any legal notices or other terms or conditions published on the Site, shall constitute the entire agreement between you and Courage concerning the Site.

 

Changes to Terms of Use

Courage may modify the Site and these Terms of Use at any time.  Modifications may be posted on the Site, and any such changes or modifications will be effective immediately upon posting of the revisions on the Site.  By continuing use of the Site after such changes are made you will be accepting such changes. If you do not agree to any changes or modifications to the Site or these Terms of Use, your sole recourse is to stop using the Site.

 

Scope of Use

Courage will allow you to view and use the Site with an individual device for your informational, non-commercial use.  Except as otherwise provided herein, no part of any content or software on the Site may be copied, downloaded or stored in a retrieval system for any other purpose, nor may it be redistributed for any purpose, without the express written permission of Courage.  You understand that Courage may discontinue, change, or restrict your use of the Site for any reason without notice.

 

No Warranties

ALL CONTENT ON THE SITE IS PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY AND NON-INFRINGEMENT.  COURAGE MAKES NO WARRANTY AS TO THE ACCURACY, COMPLETENESS, CURRENCY OR RELIABILITY OF ANY CONTENT AVAILABLE THROUGH THE SITE. YOU ARE RESPONSIBLE FOR VERIFYING ANY INFORMATION BEFORE RELYING ON SUCH INFORMATION. YOUR USE OF THE SITE AND THE CONTENT AVAILABLE ON THE SITE IS AT YOUR SOLE RISK.  COURAGE MAKES NO REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE. YOU ARE RESPONSIBLE FOR TAKING ALL NECESSARY PRECAUTIONS TO ENSURE THAT ANY CONTENT YOU MAY OBTAIN FROM THE SITE IS FREE OF VIRUSES.

THE ABOVE EXCLUSIONS MAY NOT APPLY IN JURISDICTIONS THAT DO NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES. 

 

Limitation of Liability; Release

YOUR USE OF THE SITE OR ANY CONTENT ON THE SITE IS AT YOUR OWN RISK.  COURAGE, FOR OURSELVES AND OUR AFFILIATES, SPONSORS, LICENSORS AND OUR AND THEIR RESPECTIVE DIRECTORS, MEMBERS, OFFICERS, EMPLOYEES, REPRESENTATIVES AND AGENTS  SPECIFICALLY DISCLAIMS ANY LIABILITY, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR ACCESS TO OR USE OF THE SITE, EVEN IF COURAGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING BUT NOT LIMITED TO RELIANCE BY ANY PARTY ON ANY CONTENT OBTAINED THROUGH THE USE OF THE SITE, OR THAT ARISES IN CONNECTION WITH MISTAKES OR OMISSIONS IN, OR DELAYS IN TRANSMISSION OF, INFORMATION TO OR FROM THE SITE, INTERRUPTIONS IN TELECOMMUNICATIONS CONNECTIONS TO THE SITE OR VIRUSES, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, THEFT OR DESTRUCTION OF, OR UNAUTHORIZED ACCESS TO THE SITE, OR RELATED INFORMATION OR PROGRAMS.

YOU HEREBY AGREE TO RELEASE AND FOREVER DISCHARGE COURAGE, AND OUR AFFILIATES, SPONSORS, LICENSORS, DIRECTORS, MEMBERS, OFFICERS, EMPLOYEES, REPRESENTATIVES AND AGENTS FROM ANY AND ALL MANNER OF RIGHTS, CLAIMS, COMPLAINTS, SUITS, DEMANDS, CAUSES OF ACTION, PROCEEDINGS, LIABILITIES, OBLIGATIONS, LEGAL FEES, COSTS AND DISBURSEMENTS OF ANY NATURE WHATSOEVER, WHETHER KNOWN OR UNKNOWN, WHICH NOW OR HEREAFTER ARISE FROM, RELATE TO, OR ARE CONNECTED WITH YOUR USE OF THE SITE OR ANY CONTENTS HEREUNDER. 

IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542 (OR ANY EQUIVALENT STATUTORY PROVISION WITH A SIMILAR IMPORT OR INTENT), WHICH STATES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY".  IF YOU ARE A RESIDENT OF A STATE OTHER THAN CALIFORNIA, YOU EXPLICITLY WAIVE THE TERMS AND PROTECTIONS OF ANY STATUTE OF YOUR OWN STATE THAT HAS A SIMILAR IMPORT OR INTENT.

 

Indemnification

You agree to indemnify, defend and hold Courage, its affiliates, sponsors, and its and their respective independent contractors, service providers, consultants, directors, officers, employees and agents (collectively, the "Indemnified Parties") harmless from and against any actual or threatened suit, demand or claims, damages, costs, liabilities and expenses (including, but not limited to, damage awards, settlement amounts and reasonable attorneys’ fees) brought against any Indemnified Parties, arising out of or relating to: (a) your use of the Site, the Content (as defined below) or any other information (including Feedback, as defined below) available on the Site; (b) your conduct; (c) your failure to perform your obligations under these Terms of Use (including, but not limited to, your violation of these Terms of Use); and/or (d) your violation of the rights of any third party.

 

Intellectual Property

Unless otherwise indicated, the Site is Courage's proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs and graphics on the Site (collectively, the "Content") and the trademarks, service marks and logos contained therein (the "Marks") are owned or controlled by Courage or licensed to Courage, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, foreign jurisdictions and international conventions (collectively, the "Intellectual Property Laws").  

The Content and the Marks are provided on the Site "AS IS" for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed or otherwise exploited for any commercial purpose whatsoever, without Courage's express prior written permission.  Provided that you are eligible to use the Site, you are granted a non-exclusive, revocable and non-transferable license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. Courage reserves all rights not expressly granted to you in and to the Site, the Content and the Marks.

Nothing in these Terms of Use should be construed as granting, by implication, estoppel or otherwise, any license or right in and to the Content (except as expressly licensed in the immediately preceding paragraph) or the Marks.  Unauthorized use of any Content or Marks may be a violation of applicable Intellectual Property Laws.

 

Links to Third Party Sites

The Site may contain (or you may be sent via the Site) links to websites operated by third parties ("Third Party Websites") as well as text, photographs, graphics, user interfaces, pictures, designs, music, sound, video, information, data, tools, products, applications, software, services and other content or items belonging to or originating from third parties ("Third Party Content").  Such Third Party Websites and Third Party Content are not controlled, investigated, monitored or checked for accuracy, appropriateness or completeness by Courage, and Courage is not responsible for any Third Party Websites accessed through the Site or any Third Party Content posted on, available through, or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Websites or the Third Party Content.  Such links do not imply Courage's endorsement of material on any other site. When you leave the Site, you should be aware that these Terms of Use and our Privacy Policy no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from this Site. Without limiting the generality of the foregoing, Courage shall not be responsible for, and shall have no control over, any privacy or security practices or any Third Party Website’s collection, storage, use or disclosure of your information.  You hereby hold Courage harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third Party Content or any contact with Third Party Websites.

 

Feedback

You hereby grant Courage a perpetual, irrevocable, worldwide, fully-paid up, royalty free, assignable, sublicensable license to use, copy, modify, publish, perform, transmit and display any ideas, concepts, know-how or techniques provided by you to Courage by e-mail or any other medium ("Feedback").  You are not entitled to any acknowledgment, compensation or reimbursement in connection with such Feedback or grant of rights to same.  By providing such Feedback, you acknowledge and agree that: (a) your Feedback does not contain confidential or proprietary information; (b) Courage is not under any obligation of confidentiality, express or implied, with respect to the Feedback; (c) Courage will be entitled to use or disclose (or choose not to use or disclose) any Feedback for any purpose, in any way, in any media worldwide; and (d) Courage may have something similar to the Feedback already under consideration or in development.

 

Prohibited Submissions and Acceptable Use

The Site is available for access and use by you solely for lawful purposes.  Any action by you or associated with your account that Courage believes, in its sole and absolute discretion: (a) violates these Terms of Use; (b) violates any applicable law, statute, court order, regulation or ordinance (including, without limitation, those governing export control, consumer protection, unfair or deceptive practices and false advertising); (c) restricts, inhibits, disrupts, interferes with, limits or prevents access or use by anyone of the Site; or (d) through the use of the Site, abuses, defames, harasses, libels, disparages or threatens another user of the Site or any other third party, is strictly forbidden.  

As a user of the Site, you agree not to:

  1. take any action that attempts to impersonate, deceive, or defraud any person or entity;

  2. harvest, otherwise collect, store, post or share personal information about users or any other third parties, including e-mail addresses, postal addresses and phone numbers, or otherwise attempt to gain unauthorized access to any network, system or personal information of anyone;

  3. use any robot, spider, crawler, scraper, bots or other automated means to access or use the Site;

  4. introduce or attempt to introduce software viruses, Trojan horses, worms, backdoors or any other malicious files or computer codes, or take any action that imposes or may impose an unreasonable or disproportionately large load on our technical infrastructure; or

  5. post, upload to, store, create or otherwise publish through the Site any: (a) content that is unlawful, libelous, defamatory, obscene, harassing, threatening, abusive, inflammatory, fraudulent or otherwise objectionable or harmful; (b) unsolicited promotions, political campaigning, advertising or solicitations, spam, junk mail, chain letters, mass or bulk e-mail or pyramid schemes; (c) marketing or promotional materials; (d) purported or actual financial or other professional advice; (e) content that may infringe or violate any patent, trademark, trade secret, copyright or other intellectual or other proprietary right of ours or of any third party; or (f) content that you know or reasonably suspect is false, misleading, untruthful, deceptive or inaccurate.

 

Copyright Complaints

Courage respects the intellectual property rights of others.  If you are a copyright owner or an agent thereof and believe that any Feedback or other Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act of 1998 ("DMCA") by providing the Designated Agent (as defined below) with the following information in writing (see 17 U.S.C § 512(c)(3) for further detail):

  1. a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

  2. identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

  3. identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to locate the material;

  4. information reasonably sufficient to contact you, such as an address, telephone number, and, if available, an electronic mail address;

  5. a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

  6. a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

You may file a notification of such infringement with the individual set forth below ("Designated Agent"):

Center for Institutional Courage
Attention: Dr. Lisa Schievelbein
E-mail: institutionalcourageoffice@gmail.com

Courage may give notice of a claim of copyright infringement to its users by means of a general notice on the Site, electronic mail to a user’s e-mail address in Courage’s records or by written communication sent by first-class mail to a user’s address in Courage's records.

For clarity, only DMCA notices should go to the Designated Agent named above.  You acknowledge that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid.

 

Mobile and Internet Usage

By using the Site from your mobile phone, you understand that your wireless or internet services provider’s standard SMS, MMS and/or data rates will apply to your use of the Site. By using the Site, you agree to be responsible for any fees that are incurred as a result of your use of the Site. You hereby represent and warrant that you are the owner or authorized user of any mobile or other wireless device that you use to access the Site, and that you are authorized to approve all associated SMS, MMS and data charges.

 

Location and Governing Law

You agree that the laws of the state of California, without reference to its choice of law rules, will govern these Terms of Use and any dispute of any sort that might arise between you and Courage relating to the Site.  Courage makes no representation that the information on the Site is appropriate or available for use in other locations, and access to the Site from territories where the content of the Site may be illegal is prohibited. Those who choose to access the Site from other locations do so on their own initiative and are responsible for compliance with applicable local laws.

 

Dispute Resolution

Any legal action of whatever nature brought by either you or Courage (collectively, the "Parties" and individually, a "Party") shall be commenced or prosecuted in the state and federal courts located in the Northern District of California, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act are excluded from these Terms of Use. In no event shall any claim, action or proceeding brought by either Party related in any way to the Site be commenced later than one year after the cause of action arose.

 

Violations and Additional Policies

Courage reserves the right to seek all remedies available at law and in equity for violations of the rules and regulations set forth in the Site, including the right to block access from a particular Internet address to the Site.

 

Term and Termination

These Terms of Use shall remain in full force and effect while you use the Site.  WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, COURAGE RESERVES THE RIGHT TO, IN ITS SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. COURAGE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR DELETE ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN COURAGE'S SOLE DISCRETION.

 

Communications between Courage and You

When you visit the Site or send e-mails to Courage, you communicate with Courage electronically and consent to receive communications from Courage electronically.  Courage may communicate with you by: (a) e-mail to your e-mail address indicated in your communications with Courage; (b) posting general notices on the Site; or (c) posting messages that are displayed to you when you log in to or access the Site.  You agree that all agreements, notices, disclosures and other communications that Courage provides to you electronically satisfy any legal requirement that such communications be in writing.

 

Notices; Contacts

All notices, demands and other communications hereunder shall be in writing and shall be effective upon receipt, provided that Courage may provide notice to you by posting announcements on the Site or sending an e-mail to you at the e-mail address that is currently associated with your account if you have one, or as otherwise provided under the heading "Communications between Courage and You" above.  Any such e-mail notice to you will be deemed given on the day it is sent. Except as specified in the next sentence, all notices to Courage of a legal nature shall be in writing and shall be sent to:

Center for Institutional Courage
Attention: Dr. Lisa Schievelbein
E-mail: institutionalcourageoffice@gmail.com

All notices regarding copyright or other intellectual property infringement issues shall be sent in accordance with Courage's intellectual property policy described under the heading "Copyright Complaints" above.  If you have any questions about these Terms of Use, please contact Courage at institutionalcourageoffice@gmail.com.

 

Assignment

You may not assign any of your rights and obligations under these Terms of Use without our prior written consent.  Courage reserves the right to assign or transfer its rights and obligations under these Terms of Use to any individual or entity at any time.

 

Severability

If any provision of these Terms of Use is found to be void or unenforceable, the remaining provisions will have full force and effect, and the invalid provision will be partially enforced to the maximum extent permitted by law to effectuate the purpose of these Terms of Use.