Terms and conditions of Websites:
TERMS OF SERVICE
LAST REVISED ON:
MAY 1, 2023
Welcome to Identity Leadership! Before using Identity Leadership’s website (https://www.stedmangraham.com/), software, products, downloads, curriculum, trainings, and/or other services (together, the “Services”), it is important that you carefully read the following agreement. The website located at https://www.stedmangraham.com.com/ (the “Site”) is a copyrighted work belonging to Stedman Graham & Associates, a Chicago based training and consulting firm, (“Identity Leadership”, “us”, “our”, and “we”). Certain features of the Services may be subject to additional guidelines, terms, or rules, which will be posted as appropriate in connection with such features.
All such additional terms, guidelines, and rules are incorporated by reference into these Terms of Service.
SECTION 11 (ARBITRATION AGREEMENT) CONTAINS PROVISIONS THAT GOVERN HOW TO RESOLVE DISPUTES BETWEEN YOU AND Identity Leadership.
AMONG OTHER THINGS, SECTION 10 (ARBITRATION AGREEMENT) INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY. BINDING AND FINAL ARBITRATION. SECTION 10 (ARBITRATION AGREEMENT) ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 10 (ARBITRATION AGREEMENT) CAREFULLY.
UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT (AS DEFINED IN SECTION 11 ) WITHIN THIRTY (30) DAYS IN ACCORDANCE WITH SECTION Error! Reference source not found. (30-DAY RIGHT TO OPT OUT): (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.
ANY DISPUTE, CLAIM OR REQUEST FOR RELIEF RELATING IN ANY WAY TO YOUR USE OF THE SERVICE WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF ILLINOIS, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED FROM THIS AGREEMENT.
1. PLEASE NOTE THAT IF YOU OPT-IN TO OBTAIN TEXT MESSAGES FROM COMPANY, SECTION 12.5 (TEXT MESSAGE SERVICES) OF THIS AGREEMENT BELOW CONTAINS TERMS RELATED TO OUR TEXT MESSAGE SERVICES.
2.1 Account Creation. In order to use certain features of Identity Leadership’s Services, you must register for an account (“Account”) and provide certain information about yourself and/or the entity you represent as prompted by the Account registration form. You represent and warrant that: (a) all required registration information you submit is truthful, accurate, current, and complete; (b) you will update such information as necessary to keep it truthful, and accurate, current, and complete. You may delete your Account at any time, for any reason, by following the instructions on the Site. Identity Leadership may suspend or terminate your Account in accordance with Section 9.
You acknowledge and agree that you shall have no ownership or other property interest in your Account, and that all rights in and to your Account are and shall forever be owned by and inure to the benefit of Identity Leadership.
2.2 Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You may not share your Account password with anyone and agree to immediately notify Identity Leadership of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security relating to any of the Services. Identity Leadership cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
3. ACCESS TO THE SITE
3.1 License. Subject to these Terms, Identity Leadership grants you a non-transferable, non-exclusive, revocable, limited license to access and use the Services solely for the purpose of personally and directly educating and/or mentoring a limited number of students (the “Purpose”).
3.2 Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute (outside of for the Purpose), host, or otherwise commercially exploit the Services, whether in whole or in part, or any content displayed on the Services; (b) you shall not modify, make derivative works of (outside of for the Purpose), disassemble, reverse compile or reverse engineer any part of the Site or Services; (c) you shall not access the Services in order to directly or indirectly build a similar or competitive website, product, or service; (d) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; (e) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other component of the Services (including images, text, page layout or form); (f) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Site (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); and (g) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Services. Unless otherwise indicated, any future release, update, or other modification of the Services shall be subject to these Terms.
3.3 Modification. We reserve the right, at any time upon reasonable advance notice, to update, modify, suspend, or discontinue the Services (in whole or in part) with or without notice to you. If we discontinue any Services for which you have prepaid us, we will provide you with a pro rata refund covering the period of time after such discontinuance. Except as addressed in the previous sentence, you agree that Identity Leadership will not be liable to you or to any third party for any update, modification, suspension, or discontinuation of the Services or any part thereof. You may need to update third-party software from time to time in order to use the Services.
3.4 No Support or Maintenance. You acknowledge and agree that Identity Leadership will have no obligation to provide you with any support or maintenance in connection with the Services.
3.5 Ownership. Excluding any User Content (as defined below) that you may provide, you acknowledge that all rights, title, and interest, including any copyrights, patents, trademarks, and trade secrets, in and to the Services and their content are owned by Identity Leadership or our suppliers. Neither these Terms (nor your use of the Services) transfers to you or any third party any rights, title or interest in or to the Services or any related intellectual property rights, except to the extent expressly granted in Section 3.1 . Identity Leadership and its suppliers reserve all rights not expressly granted in these Terms. There are no implied licenses granted under these Terms.
3.6 Compliance with Law. You are responsible for using the Services in compliance with all applicable federal and state laws and regulations. You shall not use the Services in violation of any applicable law.
3.7 Age Restrictions. Identity Leadership’s services are meant for use by educators and are not intended to be accessed directly by minors, but in some cases students may be directed to the Site for the purpose of accessing assessments and other material. The Children’s Online Privacy Protection Act (“COPPA”) requires that all online service providers, including Identity Leadership, obtain parental consent before knowingly collecting personally identifiable information from children under the age of 13 (“Child Users”). Identity Leadership does not knowingly permit Child Users to use our Services without prior, express consent from a parent or legal guardian (“Parent”), except through agreements with schools or districts or as otherwise permitted under COPPA and the Family Educational Rights and Privacy Act (“FERPA”). If we learn that personal information of a Child User has been collected on our Services without prior Parental consent, then we will take appropriate steps to delete this information. If you are a Parent and discover that your child under the age of 13 (or a higher age if required by applicable law) has a registered account with our Services without your consent, please contact your child’s school and alert Identity Leadership at [email protected] and request that we delete that child’s personal information from our systems.
4. USER CONTENT
4.1 User Content. “User Content” means any and all information and content that a user submits to, or uses with, the Services (e.g., content in the user’s profile or postings). Identity Leadership does not claim any ownership of your User Content. You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including reliance by Identity Leadership or any third party on its accuracy, completeness or usefulness, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy (Section 4.3 ). You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by Identity Leadership.
Because you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. We are not obligated to backup any User Content, and your User Content may be deleted at any time, for any or no reason, without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content.
4.2 License. You hereby grant (and you represent and warrant that you have the right to grant) to Identity Leadership an irrevocable, nonexclusive, royalty-free and fully paid, worldwide, perpetual right and license to use, reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content, and to grant sub-licenses of the foregoing rights through multiple tiers, solely for the purposes of including your User Content in the Services. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.
4.3 Acceptable Use Policy. The following terms constitute our “Acceptable Use Policy”:
(a) You agree not to use the Services or access, download, copy, display, transmit, or share any content available on the Services in any manner (i) that violates any third-party right, including, but not limited to, any copyright, trademark, patent, trade secret, moral right, privacy right, or right of publicity; (ii) that is harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, fraudulent, intentionally misleading, libelous, pornographic, obscene, patently offensive, or promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual, or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.
(b) You agree not to: (i) upload, transmit, or distribute to or through the Services any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Services unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Services to harvest, collect, gather or assemble information or data regarding Identity Leadership or our users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Services, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to our Services or portions of our Services (or to other computer systems or networks connected to or used together with the Services), whether through password mining or any other means; (vi) harass or interfere with any other user’s XXXXXXX use and enjoyment of the Services; or (vi) use software or automated agents or scripts to produce multiple accounts on the Services, or to generate automated searches, requests, or queries to our Services.
4.4 Enforcement. We reserve the right (but have no obligation) to investigate and/or take appropriate action against you in our sole discretion if we determine that you have violated the Acceptable Use Policy or any other provision of these Terms or otherwise create potential liability for us or any other person. Such action may include terminating, suspending, or limiting your Account in accordance with Section 9 , and/or reporting you to law enforcement authorities, school officials, or content owners.
4.5 Feedback. If you provide us with any feedback or suggestions regarding the Services or Identity Leadership generally (“Feedback”), you hereby assign to Identity Leadership all rights in such Feedback and agree that we shall have the right to use and fully exploit such Feedback and related information in any manner we deem appropriate. You acknowledge that Identity Leadership has no obligations regarding Feedback and that we will treat any Feedback you provide to us as non-confidential and non-proprietary. You represent and warrant that you have all rights necessary to submit the Feedback and that you will not submit to Identity Leadership any information or ideas that you consider to be confidential or proprietary. You agree and acknowledge that Identity Leadership may incorporate Feedback into its products and services, and you will gain no rights in such products or services by virtue of having disclosed Feedback.
5. INDEMNIFICATION. You agree to indemnify and hold Identity Leadership (and our affiliates and our and their officers, employees, and agents) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any claim or demand made by any third party due to or relating to (a) your use of, or inability to use, the Services, (b) your violation of these Terms, (c) your violation of applicable laws or regulations, (d) your violation of any rights of another party or (e) your User Content. Identity Leadership reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Identity Leadership.
Identity Leadership will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it. You agree that the provisions in this Section 5 will survive any termination of your Account, these Terms and/or your access to the Services.
6. THIRD-PARTY LINKS; OTHER USERS
6.1 Third-Party Links. The Services may contain links to third-party websites, advertisements, and services (collectively, “Third-Party Links”). Such Third-Party Links are not under the control of Identity Leadership, and we are not responsible for any Third-Party Links.
Identity Leadership provides access to these Third-Party Links only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links. When you click on a Third-Party Link, we will not warn you that you have left the Services. You use all Third-Party Links at your own risk and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links.
6.2 Other Users. Each Service user is solely responsible for any and all of its own User Content. Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content, whether provided by you or by others. We make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content. Your interactions with other Service users are solely between you and such users. You agree that Identity Leadership will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Service user, we are under no obligation to become involved.
THE SITE IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS WITH ALL FAULTS, AND Identity Leadership (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT,
ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
8. LIMITATION ON LIABILITY TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL Identity Leadership (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SERVICES, EVEN IF Identity Leadership HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT OR THE SERVICES (FOR ANY CAUSE WHATSOEVER, UNDER ANY THEORY OF LIABILITY AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) THE TOTAL AMOUNT PAID TO Identity Leadership BY YOU DURING THE THREE (3)-MONTH PERIOD PRIOR TO THE ACT, OMISSION, OR OCCURRENCE GIVING RISE TO SUCH LIABILITY; OR (B) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN Identity Leadership AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
9. TERM AND TERMINATION.
9.1 Termination by Identity Leadership. Subject to this Section 9 , these Terms commence on the date when you accept them (as described in the preamble above) and will remain in full force and effect while you use the Services. We may suspend or terminate your rights to use and access the Services (including your Account) at any time for any reason at our sole discretion, including for any use of the Services in violation of these Terms. If your Account or access to the Services is discontinued by Identity Leadership due to your violation of any portion of these Terms or for conduct otherwise deemed in our sole discretion to be inappropriate, then you agree that you shall not attempt to re-register with or access the Services through use of a different member name or otherwise.
9.2 Termination by You. If you wish to terminate the Services provided by Identity Leadership, you may do so at any time by notifying Identity Leadership of your desire to close your account by email to [email protected].
9.3 Effect of Termination. Upon termination of your rights under these Terms, your Account and right to access and use the Services will terminate immediately. You understand that any termination of your Account may involve deletion of any User Content or other information associated with your Account from our databases. Identity Leadership will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account or deletion of your User Content. Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Section 3.2 , Section 3.5 , Section 3.7 , Section 5 , and Sections 6 through 12 .
9.4 Deletion of Sensitive Information. Upon termination of your Account, you may request that Identity Leadership delete any Sensitive Information from its live databases and Identity Leadership agrees to take commercially reasonable steps to honor such request in a reasonable amount of time. You understand and agree that Identity Leadership may continue to have Sensitive Information in archive files or similar databases. You further agree that Identity Leadership has no obligation to delete aggregated or de-identified information. Identity Leadership may retain and use aggregated and de-identified information for any purpose that is consistent with applicable federal and state laws and regulations.
10. FEES AND PURCHASE TERMS
10.1 Free Offerings. Many components of the Services are currently provided for free to our end users. We reserve the right to change this or any purchase terms at any time.
10.2 Sale of Service, not Software. The rights granted to you under these Terms are to access services. Any fees set forth within and paid by you under these Terms shall be considered solely as consideration for the provision of services. In no way are these fees paid considered payment for the sale, license, or use of Identity Leadership’s software, and, furthermore, any use of Identity Leadership’s software by you in furtherance of these Terms will be considered merely in support of the provision of the purchased services.
10.3 Payment. You agree to pay all fees or charges to your Account in accordance with the fees, charges and billing terms, if any, in effect at the time a fee or charge is due and payable. If fees or charges are owed by you to Identity Leadership, you must provide Identity Leadership with a valid credit card or PayPal account of a payment provider (“Payment Provider”), or purchase order information, at the time of purchase. Your Payment Provider agreement governs your use of the designated credit card or PayPal account, and you must refer to that agreement, not these Terms, to determine your rights and liabilities. By providing us with your credit card number or PayPal account and associated payment information, you agree that we are authorized to immediately invoice your Account for all fees and charges due and payable to Identity Leadership hereunder and that no additional notice or consent is required. You agree to immediately notify Identity Leadership of any change in your billing address or the credit card or PayPal account used for payment hereunder. Upon receipt of a purchase order your Account shall be invoiced. You shall pay Identity Leadership all amounts charged within thirty (30) days from the date of such invoice. Identity Leadership reserves the right at any time to change its prices and billing methods, either immediately upon posting on the Site or by e-mail delivery to you.
10.4 Taxes. The payments required under Section 10.3 of this Agreement do not include any Sales Tax that may be due in connection with the services provided under these Terms. If Identity Leadership determines it has a legal obligation to collect a Sales Tax from you in connection with these Terms, Identity Leadership shall collect such Sales Tax in addition to the payments required under Section 9.3. If any services or products, or payments for any services or products, under these Terms are subject to any Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Identity Leadership, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify Identity Leadership for any liability or expense we may incur in connection with such Sales Taxes. Upon our request, you will provide us with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this Section 10.4 , “Sales Tax” shall mean any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
10.5 Withholding Taxes. You agree to make all payments of fees to Identity Leadership free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of fees to Identity Leadership will be your sole responsibility, and you will provide Identity Leadership with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid.
10.6 Donations. Donations made through the Site are complete and final charitable gifts to Identity Leadership and are not refundable. To obtain a donation receipt, you may email us at [email protected]. Please consult your tax advisor as to any tax deductions related to your donation.
11. ARBITRATION AGREEMENT. Please read this section (the “Arbitration Agreement”) carefully. It is part of your contract with Identity Leadership
and affects your rights. It contains procedures for MANDATORY BINDING
ARBITRATION AND A CLASS ACTION WAIVER.
11.1 Applicability of Arbitration Agreement. Subject to the terms of this Arbitration Agreement, you and
Identity Leadership agree that any dispute, claim, disagreements arising out of or relating in any way to your access to or use of the Service, any communications you receive, any products sold or distributed through the Service or this Agreement and prior versions of this Agreement, including claims and disputes that arose between you and us before the effective date of this Agreement (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (i) you and Identity Leadership may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (ii) you or Identity Leadership may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of this Agreement as well as claims that may arise after the termination of this Agreement.
11.2 Informal Dispute Resolution. There might be instances when a Dispute arises between you and Identity Leadership If that occurs, Identity Leadership is committed to working with you to reach a reasonable resolution. You and Identity Leadership agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome (“Informal Dispute Resolution”). You and Identity Leadership therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.
The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within forty-five (45) days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to Identity Leadership that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to [email protected] or regular mail to our offices located at Downtown, Chicago. Illinois. The Notice must include: (1) your name, telephone number, mailing address, e‐mail address associated with your Account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your Dispute.
The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.
11.3 Waiver of Jury Trial. YOU AND Identity Leadership HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Identity Leadership are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 11.1 (Applicability of Arbitration Agreement). There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
11.4 Waiver of Class and Other Non-Individualized Relief. YOU AND Identity Leadership AGREE THAT, EXCEPT AS SPECIFIED IN SECTION 11.9 (BATCH ARBITRATION), EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under Section 11.9 (Batch Arbitration). Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this section are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Identity Leadership agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in Illinois.
All other Disputes shall be arbitrated or litigated in small claims court. This section does not prevent you or Identity Leadership from participating in a class-wide settlement of claims.
11.5 Rules and Forum. This Agreement evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution process described above does not resolve satisfactorily within sixty (60) days after receipt of your Notice, you and Identity Leadership agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the American Arbitration Association (“AAA”), in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this section of this Arbitration Agreement. The AAA Rules are currently available at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf. A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”).
The Request must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable Account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration.
If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.
Unless you and Identity Leadership otherwise agree, or the Batch Arbitration process discussed in Section 11.9 (Batch Arbitration) is triggered, the arbitration will be conducted in the county where you reside. Subject to the AAA Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any AAA fees and costs will be solely set forth in the applicable AAA Rules.
You and Identity Leadership agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and shall be subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.
11.6 Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Illinois and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Request, then the AAA will appoint the arbitrator in accordance with the AAA Rules, provided that if the Batch Arbitration process under Section 11.9 (Batch Arbitration) is triggered, the AAA will appoint the arbitrator for each batch.
11.7 Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to Section 11.4 (Waiver of Class and Other Non-Individualized Relief), including any claim that all or part of Section 11.4 (Waiver of Class and Other Non-Individualized Relief) is unenforceable, illegal, void or voidable, or that such Section 11.4 (Waiver of Class and Other Non-Individualized Relief) has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in Section 11.9 (Batch Arbitration), all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in Section 11.9 (Batch Arbitration). The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.
11.8 Attorneys’ Fees and Costs. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
If you or Identity Leadership need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.
11.9 Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and Identity Leadership agree that in the event that there are one-hundred (100) or more individual Requests of a substantially similar nature filed against Identity Leadership by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), the AAA shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).
All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the AAA, and the AAA shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by Identity Leadership.
You and Identity Leadership agree to cooperate in good faith with the AAA to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.
This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.
11.10 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: [email protected] within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address associated with your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement XXXXXXXXXXXX will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
11.11 Invalidity, Expiration. Except as provided in Section 11.4 (Waiver of Class or Other Non-Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with Identity Leadership as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.
11.12 Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if Identity Leadership makes any future material change to this Arbitration Agreement, we will notify you. Unless you reject the change within thirty (30) days of such change become effective by writing to Identity Leadership, your continued use of the Service, including the acceptance of products and services offered on the Service following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes.
Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of this Agreement and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Service, any communications you receive, any products sold or distributed through the Service or this Agreement, the provisions of this Arbitration Agreement as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement) remain in full force and effect. Identity Leadership will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of this Agreement.
12.1 Changes. These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Site. Any changes to these Terms will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable) or thirty (30) calendar days following our posting of notice of the changes on our Site. These changes will be effective immediately for new users of our Services. Continued use of our Services following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
12.2 Export. The Services may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Identity Leadership, or any products utilizing such data, in violation of the United States export laws or regulations.
12.3 Disclosures. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
12.4 Communications. By entering into these Terms or using the Services, you agree to receive communications from us, including via e-mail, text message, phone call, and notifications through the Site. For contractual purposes, you (a) consent to receive communications from us in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were in a hardcopy writing. The foregoing does not affect your non-waivable rights.
12.5 Text Messages. Identity Leadership may contact you via SMS/MMS mobile messages in connection with your use of the Services. We do not charge for these messages but you are responsible for all charges and fees associated with mobile messaging imposed by your wireless carrier and you acknowledge that your carrier may charge you or deduct usage credit from your account when you text us or we send messages to you. Message and data rates may XXXXXXXX apply. You authorize us to send SMS and MMS mobile messages to the number you have provided to Identity Leadership, and you represent that you are authorized to receive mobile messages at such number. If you do not wish to continue receiving SMS/MMS mobile messages from us, please email us at [email protected] to opt out. Delivery of mobile messages is subject to effective transmission from your wireless carrier/network operator and is outside of our control. We and our wireless carriers are not liable for any failed, delayed or undelivered messages.
12.6 Notices. All notices required or permitted hereunder to us shall be in writing, and either personally delivered, by certified mail, return receipt requested, or by nationally recognized overnight delivery service to (Contact SGA Office for PO Box number), or by email to Identity Leadership at [email protected]. All notices required or permitted hereunder to you shall be in writing and delivered via email to the last email address which you have provided. A notice shall be effective from the date of personal delivery or upon receipt if sent by certified mail, and upon the date of sending if sent by email. You are responsible for providing your most current e-mail address and for keeping such email address up to date. In the event that the last e-mail address you provided to us is not valid, or for any reason is not capable of delivering to you any notices required or permitted by these Terms, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice.
12.7 Miscellaneous. These Terms constitute the entire agreement between you and us regarding the use of the Services. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. Your relationship to Identity Leadership is that of an independent contractor, and neither party is an agent or partner of the other.
12.8 Severability. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
12.9 Assignment. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Identity Leadership’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Identity Leadership may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.
12.10 Copyright/Trademark Information. Copyright © 2023 Identity Leadership. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.