TERMS OF SERVICE
IMPORTANT NOTICE. THIS IS A BINDING LEGAL DOCUMENT. PLEASE READ CAREFULLY BEFORE USING THIS WEBSITE OR SUBMITTING ANY PERSONAL INFORMATION. YOU AGREE TO THESE TERMS BY USING OUR WEBSITES OR OTHERWISE ACCESSING THE FLORIDA BAR FOUNDATION CONTENT.
1. Who’s who?
When “We” or “Us” or “Our” are used in these terms and conditions, it is a reference to The Florida Bar Foundation and its affiliates. The Florida Bar Foundation’s Websites are designed to comply with U.S. laws and regulations. “You” or “Your” refers to the person accessing or using services provided through Our Websites. If You are using Our Website on behalf of Your employer, “You” or “Your” also refers to Your company or employer.
2. Agreeing to these Terms
3.3 The Websites are not intended to be used by persons in the European Union. It is intended to comply with U.S. privacy laws only and may not comply with the GDPR or any privacy or other laws of other countries.
4. Your Information.
4.1 You warrant and represent that all information provided to The Florida Bar Foundation through Our Websites or otherwise will be truthful, accurate, and complete, and will be submitted only for lawful purposes. If You provide any information that is untrue, inaccurate, or incomplete, or if We have any reason to believe that the information You provided is untrue, inaccurate, or incomplete, or was submitted in connection with any unlawful purpose, We may, without any liability to You: (a) suspend or terminate Our services; (b) if permitted by applicable law, use electronic self-help means to terminate Your ability to access Our Websites or services provided by Us; (c) terminate this Agreement; (d) remove, delete or otherwise dispose of information previously provided, uploaded or used by, for, or on behalf of You; (e) report Your activities to law enforcement agencies; (f) notify others or Our affiliates or partners of Our suspicions; and/or (g) pursue any other legal or equitable remedies that may be available.
4.3 In the event We determine that any information You provide to Us is incorrect, We reserve the right to cancel or suspend Our services and access to content from Our Websites at any time with, or without, notice to You. We will have no liability to You whatsoever in event We exercise Our right to remove or suspend access to such service or content.
5. Electronic Communications. You consent to the use of electronic communications in transacting business with Us, including, without limitation, the electronic delivery of notices and other documents to You. If at any time You would like to cease doing business electronically with Us, You will need to provide Us with written notice of Your withdrawal of Your consent to do business electronically, which will then terminate this consent. Thereafter, You will not use the Websites.
6. Feedback. From time to time, The Florida Bar Foundation or a third party engaged by Us may request feedback and other information from You about Our Websites or services (“Feedback”). Providing Feedback is optional. By providing Feedback, however, You will grant, and hereby do grant, The Florida Bar Foundation a nonexclusive, royalty-free, worldwide, perpetual, irrevocable, transferable and fully sublicensable right and license to use the Feedback for any lawful purpose, including, without limitation, the right to reproduce, adapt, publish, translate, distribute, and display all or parts of the Feedback in any medium whatsoever along with Your (or Your company’s or employer’s) name, in The Florida Bar Foundation’s sole discretion. The Florida Bar Foundation may also use the Feedback in anonymous and aggregate reviews.
7. Reverse Engineering and Non-interference. In addition to any The Florida Bar Foundation information or documents containing information that constitute a “trade secret” as that term is defined in the Uniform Trade Secrets Act as of September 16, 2015, the following will be deemed trade secrets of the Florida Bar Foundation and You will treat the following as Our trade secrets to the extent they have not been made public by Us: (i) all source code, data and configuration files within or comprising Our Websites or used to receive content from, or deliver content to the Websites, and all documentation relating thereto, (ii) all financial information relating to The Florida Bar Foundation or its affiliates, (iii) all product or service development plans of The Florida Bar Foundation or its affiliates, and (iv) all security vulnerabilities and information relating to actual or alleged security vulnerabilities or breaches of the Florida Bar Foundation. By agreeing to these Terms, You acknowledge and agree that such information has independent economic value due to it not being generally known or available to others, and that The Florida Bar Foundation takes reasonable measures to protect the confidentiality and secrecy of such information. You agree not to, and warrant and represent that You will not, engage in any activity, assist any third party in engaging in any activity, or attempt in any way, or assist any third party in attempting in any way, to (v) discover or use any trade secrets of the Florida Bar Foundation without the Florida Bar Foundation’s prior written consent, (vi) reverse engineer or otherwise discover any source code utilized by our Websites or any client or other software provided by Us, (vii) breach, discover, circumvent, disable or otherwise compromise any security, encryption, password protection, or other feature or mechanism used by Us or Our Websites to protect the Websites or any data, hardware, software or server used in connection with it, (viii) use Our Websites to provide unsolicited electronic communications (a.k.a. spam) or distribute any infringing or illegal content, (ix) use Our Websites or any client or software provided by Us for any illegal, immoral, or improper purpose, (x) prevent or inhibit access to (or use of) the Websites by any person, or (xi) publish, reproduce, or use for any purpose other than as expressly contemplated under this Agreement, any content on or available through Our Websites. You further warrant and represent that You will not use Our Websites or any client or software provided by Us to implement, develop, refine, enhance, use, or promote any website, software or service that competes with Our Websites.
8. Linking, Crawling and Framing. You may link only to the home pages of Our Websites, and not to any other page or portion of it. You agree not to, and warrant and represent that You will not assist any third party in engaging in any activity or attempting in any way, to reproduce, in whole or in part, any content provided by the Websites through any method (including without limitation, through copying, caching or framing), unless such access is expressly permitted in a written agreement executed by Us.
9. Other Agreements and Disclosures.
9.1 All monetary transactions are pursuant to separate, written agreements and terms as set forth in relation to the product being sold. Wherever the Websites or other in-store forms present additional terms and conditions, disclosures, or other agreements, You are also bound by those additional terms and, where in specific conflict with the terms and conditions of this Agreement, those additional terms shall control over the terms in this Agreement.
9.2 The Websites may contain additional disclosures, terms and conditions including without limitation prepaid debit card, banking, and loan terms and conditions, cardholder agreements, privacy policies regarding financial services that are separate from other legal terms that apply to the services being offered through the Websites.
9.3 You warrant and represent that in entering into or executing any agreement with Us that You are not under the influence of drugs or alcohol.
10. Intellectual Property Claims. If You are a copyright owner or agent thereof and believe that content posted on Our Websites infringes upon Your copyright, please submit notice, pursuant to the Digital Millennium Copyright Act (17 U.S.C. § 512(c)) to Us with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright; (b) a description of the copyrighted work that You claim has been infringed; (c) the URL of the location on Our Websites containing the material that You claim is infringing; (d) Your address, telephone number, and email address; (e) 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; and (f) a statement by You, made under penalty of perjury, that the above information in Your notice is accurate and that You are the copyright owner or authorized to act on the copyright owner’s behalf. For such submissions, We can be reached by mail at:
CT Corporation System
1200 South Pine Island Road
Plantation, FL 33324
Please use this same contact information to report to Us any other complaint You may have regarding Our Websites, including without limitation, any complaint that such content infringes a trademark right or other intellectual property right, or defames any person or is otherwise illegal or improper, by providing (g) a signed certification that the complaint is being made in good faith by one authorized to do so, (h) an email address or physical address where You may be contacted, (i) the URL of the location where the objectionable content can be found; and (j) a reasonable description of the rights You believe are violated by the objectionable content.
11. Warranty Disclaimer. AS BETWEEN YOU AND US, THE WEBSITES AND ALL INFORMATION WE OR THIRD PARTIES PROVIDE ON THE WEBSITES IS PROVIDED TO YOU “AS IS” AND YOU USE ALL OF THE FOREGOING ENTIRELY AT YOUR OWN RISK. WE MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND WHATSOEVER REGARDING ITS AVAILABILITY OR THE CORRECTNESS OF ANY CONTENT THEREON, OR THAT IT WILL PROVIDE ANY FEATURE OR CAPABILITY, OR BE SUITABLE FOR ANY PARTICULAR PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE HEREBY DISCLAIM, AND YOU HEREBY WAIVE, ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, OR ANY WARRANTY THAT MAY ARISE BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE OF THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT NO SOFTWARE OR WEBSITE CAN BE ENTIRELY SECURE OR FREE OF RISK OF SECURITY BREACHES OR ATTACKS BY THIRD PARTIES, AND THAT WE MAKE NO WARRANTY OR REPRESENTATION THAT OUR WEBSITES WILL BE SECURE OR FREE FROM DATA BREACHES OR CYBER ATTACKS.
12. Limitation of Liability; Indemnification; Release
12.1 IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF REVENUE OR PROFITS, BUSINESS INTERRUPTION, OR LOSS OF DATA) ARISING OUT OF OR IN CONNECTION WITH THE WEBSITES, THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, EVEN IF WE HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, IF THE FLORIDA BAR FOUNDATION SHOULD BE HELD LIABLE FOR ANY DAMAGES, THE ENTIRE LIABILITY OF THE FLORIDA BAR FOUNDATION (INCLUDING ITS AFFILIATES) WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE, FOR ANY REASON AND UPON ANY CAUSE OF ACTION, REGARDLESS OF THE NUMBER OF ACTIONS (AND WHETHER BASED IN CONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHERWISE) SHALL NOT EXCEED, IN THE AGGREGATE, ONE HUNDRED DOLLARS ($100.00 USD) PER AFFECTED USER AND TEN THOUSAND DOLLARS ($10,000.00 USD) IN TOTAL IN CONNECTION WITH ANY CLAIM OR ACTION. NO CAUSE OF ACTION WHICH ACCRUED MORE THAN ONE (1) YEAR PRIOR TO THE FILING OF A SUIT ALLEGING SUCH CAUSE OF ACTION MAY BE ASSERTED AGAINST US OR OUR AFFILIATES.
12.2 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO CERTAIN OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
12.3 ANY CAUSE OF ACTION AGAINST THE FLORIDA BAR FOUNDATION, ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS WITH RESPECT TO THE WEBSITES OR THEIR CONTENT MUST BE INSTITUTED WITHIN ONE (1) YEAR FROM THE DATE ON WHICH THE CLAIM AROSE.
12.4 THE LIMITATIONS OF LIABILITY IN THIS AGREEMENT SHALL SURVIVE EVEN IF ANY EXCLUSIVE OR LIMITED REMEDIES PROVIDED IN THIS AGREEMENT SHOULD FAIL OF THEIR ESSENTIAL PURPOSE.
12.5 You shall indemnify, defend (including by paying reasonable attorneys’ fees and costs) and hold harmless The Florida Bar Foundation and its affiliates, and each of their officers, directors, shareholders, agents, representatives, licensees and employees (each, an “Indemnified Party”), from and against any and all claims, losses, liabilities, damages, actions, lawsuits and other proceedings, judgments and awards, and costs and expenses (including, without limitation, court costs and reasonable attorneys’ and consultancy fees), arising directly or indirectly, in whole or in part, out of any breach or threatened breach of this Agreement by You or any person under Your control in connection with Our Websites. The foregoing shall not apply, however, for any action that arises from Our violation of any law, breach of these Terms, or Our gross negligence or willful conduct. An Indemnified Party may participate in the defense by counsel of its own choosing, at its own cost and expense. You shall not settle any claim that adversely affects an Indemnified Party or imposes any obligation or liability on an Indemnified Party without the Indemnified Party’s prior written consent.
12.6 TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU HEREBY RELEASE EACH INDEMNIFIED PARTY FROM ALL DAMAGES (WHETHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHERWISE), LOSSES, LIABILITIES, COSTS AND EXPENSES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN CONNECTION WITH DISPUTES BETWEEN YOU AND THIRD PARTIES CONCERNING THE WEBSITES OR THIS AGREEMENT. IN CONNECTION WITH THE FOREGOING RELEASE, YOU HEREBY WAIVE (TO THE MAXIMUM EXTENT PERMITTED BY LAW) CALIFORNIA CIVIL CODE 1542 (AND ANY OTHER APPLICABLE LAW OR STATUTE) WHICH SUBSTANTIALLY STATES:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
13. Survival. All terms and conditions that, by their nature, should survive termination of this Agreement (regardless of the reason for termination) will survive including, without limitation, all licenses granted by You, all warranties and representations by You, all limitations of liability and disclaimers, and all terms relating to notice, choice of law, choice of venue or dispute resolution. The Florida Bar Foundation’s remedies under this Agreement are cumulative and not exclusive and are in addition to all remedies available at law or in equity.
14.1 Any notice to The Florida Bar Foundation that is required or permitted by this Agreement shall be deemed given if sent in writing by next day delivery service to the address identified in Section 10 of this agreement.
14.2 Any notice to You that is required by this Agreement shall be in writing and shall be deemed given: (a) if sent by email to the email address that We have in Our records for You, upon the earlier of Your receipt of the email, or two (2) business days after We sent the email (provided that We did not receive a message indicating that the delivery of the email was unsuccessful); (b) if sent by mail to mailing address that We have in Our records for You, five (5) business days after deposit in the mail, postage prepaid; or (c) if sent by next day delivery service to the address We have in Our records for You, upon such delivery.
15. Governing Law
15.1 This Agreement shall be governed by, construed and enforced in accordance with the laws of the United States and the State of Florida, without giving effect to any conflict of laws provisions, and the application to this Agreement of the United Nations Convention of Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act is expressly excluded.
15.2 Subject to Section 16 (Disputes), the exclusive jurisdiction and venue for all legal actions arising out of this Agreement shall be in an appropriate court sitting in Orange County, Florida, or the United States District Court for the Middle District of Florida and You hereby consent to the exclusive jurisdiction of such courts in any and all matters that may arise in connection with this Agreement, the Websites, and/or any account information or content provided by You or via the Websites; and You expressly waive any rights to contest the jurisdiction, venue or convenience of any such federal or state court. Notwithstanding the foregoing, The Florida Bar Foundation may seek injunctive or other equitable relief in any court of competent jurisdiction.
15.3 You agree and acknowledge that any breach or threatened breach by You of this Agreement may cause the Florida Bar Foundation irreparable injury for which the recovery of money damages would be inadequate. Therefore, in addition to any other remedies that may be available at law, in equity, or otherwise, the Florida Bar Foundation shall be entitled to obtain injunctive relief against the breach or threatened breach of this Agreement, without the necessity of proving actual damages, or posting a bond, even if otherwise normally required.
16. Disputes. With the exception of injunctive relief (which either party may seek as they deem necessary to avoid irreparable damage or preserve the status quo), any dispute between the parties arising out of or related to this Agreement shall be resolved as follows:
16.1 Upon the written request of either party, each party will appoint a designated representative whose task it will be to meet for the purpose of resolving such dispute. Each designated representative shall have the authority to reach a binding resolution of the dispute through amiable discussions, the exchange of documents, and/or meetings. The designated representatives shall negotiate in good faith in an effort to resolve the dispute without the necessity of any formal proceeding relating thereto.
16.2 All disputes that have not been resolved by the designated representatives within thirty (30) days after said initial written request by one of the parties to appoint a designated representative, shall be resolved by the courts specified in Section 15, upon the filing of an action by either party with said courts.
17. Fees and Expenses. Notwithstanding any terms and conditions of this Agreement to the contrary, the prevailing party in any proceeding arising out of or related to this Agreement or the Websites shall be entitled to recover its reasonable expenses and costs, including outside and in-house attorneys’ fees, from the other party.
18.1 Our failure or delay in the performance of any obligation under this Agreement shall be excused to the extent and for the duration that such failure or delay is occasioned by a force majeure event which shall include, without limitation, acts of God, acts of war, earthquakes, fires, floods, terrorism, riots, civil disorders, rebellions, labor disputes, or any circumstances beyond Our reasonable control. You are responsible for providing and maintaining Your own internet connection and We will have no liability whatsoever resulting from Your inability to access the internet or any connection issue that prevents connections with Our servers or data centers.
18.2 In the event of invalidity of any provision of this Agreement, the parties agree that such invalidity shall not affect the validity of the remaining portions of this Agreement, which shall remain in full force and effect.
18.4 This Agreement is personal to You. You shall not assign Your rights or delegate Your obligations under this Agreement, in whole or in part, without the prior written consent of The Florida Bar Foundation. Any attempted assignment or delegation by You shall be voidable ab initio by The Florida Bar Foundation. This Agreement shall be binding on and inure to the benefit of the parties and their respective successors and permitted assigns.
18.5 This Agreement shall not be construed as creating any agency, partnership or joint venture between Us and You. The Florida Bar Foundation makes no promises whatsoever regarding any amount of revenue You will or should make, or any level of enrollment You will or should expect, in connection with any Course provided by or through the Websites.
18.6 The headings contained in this Agreement are intended solely for convenience of reference and are not intended to be part of or affect the meaning or interpretation of this Agreement. The words “shall,” “agree” and “will” are mandatory, the word “may” is permissive, the word “or” is not exclusive, and the singular includes the plural and vice versa.
Last updated: January 30, 2020