TERMS OF USE

Introduction and Acceptance

Strada Collaborative, Inc. d/b/a InsideTrack,  (“InsideTrack” or “us,” “we,” or “our”) requires that all visitors to our site adhere to the following rules and regulations. By accessing the site, you indicate your acknowledgment and acceptance of these Terms of Use (“Terms” or “Terms of Use”). These Terms apply to the web sites, mobile apps, applications and other interactive features or services that post a link to these Terms, including without limitation InsideTrack (each, a “Service” and collectively, the “Services.”) Please read the Terms carefully. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS, YOU MAY NOT ACCESS OR USE THIS SITE.

By using this online Service or site, you are certifying that you are a person permitted to use it under applicable law. You certify that you have authority to view information on this site and agree not to impersonate any person or entity or otherwise misrepresent your identity or affiliation with a person or entity. You also certify that the information you access relates only to a person or entity with an existing relationship to you. Use of this site in violation of these certifications will be considered a fraudulent act.

If you are accessing the site as a representative, employee, agent or contractor of a distinct corporate or other legal entity, you represent and warrant that you have the requisite authority to accept the Terms on behalf of such entity, and “you” shall be deemed to include such entity throughout these Terms. You represent and warrant that you (i) have the corporate power to accept the Terms and perform your obligations hereunder, (ii) the acceptance of the Terms by use of the site creates a legal, valid and binding agreement between you, us and our affiliates, enforceable against you in accordance with the terms hereof, and (iii) the acceptance of the Terms and performance of your obligations hereunder will not violate any of your constating documents or any agreement to which you are a party or any applicable law.

Access and Account Security

You agree that, despite our reasonable security measures, we cannot guarantee that electronic communications over the Internet will be completely secure. You are responsible for maintaining file backups of your files and acquiring, installing and maintaining any products (such as equipment, software and communication line access) furnished by third party suppliers that are necessary to access this site. We will provide reasonable assistance according to our current policies and procedures.

Your right to use the site is personal to you. If we give you the authority to assign user IDs and passwords for the site, you agree to assign such only to users who have a need to access the site. You agree to ensure that users with IDs and passwords will not share such with any other persons, and you are responsible for maintaining the confidentiality of your user IDs and passwords and for any and all activities that occur under your passwords or accounts. You agree to notify us of any unauthorized use or disclosure of your account, or any other breach of security known to you. You agree to counsel and instruct your employees and contractors not to disclose to unauthorized persons any individually identifiable information with respect to any person or entity to which you or your employees have access as a result of your work with the records obtained through the site. You agree to reasonably instruct and train your employees on the proper use and care of the site. You will be solely responsible for your actions and the contents of your transmissions through the site and your use of any correspondence or other forms provided by the site or by us. You agree not to reproduce, duplicate, copy, sell, resell, use or exploit for any commercial purposes the site or use of or access to the site or any information or technology obtained from the site. You agree that InsideTrack may terminate your password(s), account(s) and your use of the site in our sole discretion for any reason.

Coaching Services

InsideTrack makes access to coaching services available through the Services. ALTHOUGH COACHES ARE VETTED AND TRAINED BY INSIDETRACK, INSIDETRACK CANNOT AND DOES NOT GUARANTEE ANY OUTCOMES OR RESULTS AS A RESULT OF A USER’S ACCESS TO COACHING SERVICES.

Age and Residence Requirements; U.S. Jurisdiction

The Services are available to individuals age 16 and over.  If you are a minor, by using the Services you certify that you have obtained the consent of your parent or legal guardian to access and use this site. The Services are not intended for distribution or use in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject InsideTrack to any registration requirement within such jurisdiction or country. By registering, you certify that you are not on any list of restricted persons with whom it is unlawful for a U.S. company to do business. InsideTrack operates the Services in the United States. InsideTrack makes no representations or warranties that the Services are appropriate for use or access in other locations. Anyone using or accessing the Services from other locations does so on their own initiative and is responsible for compliance with United States’ and local laws regarding online conduct and acceptable content, if and to the extent such laws are applicable. We reserve the right to limit the availability of the Services and/or the provision of any content, program, product, service or other feature to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any such content, program, product, service, or other feature that we provide.

Intellectual Property Rights

The site and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection and arrangement thereof) are owned by InsideTrack, our licensors, or other providers of such material and are protected by United States of America (“United States”) and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms permit you to use the site for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our site, except as follows:

  • Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
  • You may store files that are automatically cached by your Web browser for display enhancement purposes.
  • If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.
  • If we provide social media features with certain content, you may take such actions as are enabled by such features.

You must not:

  • Modify copies of any materials from this site.
  • Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.
  • Access or use for any commercial purposes any part of the site or any Services or materials available through the site.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the site in breach of the Terms, your right to use the site will end immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the site or any content on the site is transferred to you, and all rights not expressly granted are reserved by InsideTrack. Any use of the site not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark and other laws.

Pursuant to the Digital Millennium Copyright Act, you agree to report any claims of copyright infringement on or through the site to us at: InsideTrack, Attn: Senior Vice President, Communications, 10 W. Market Street, Suite 1100, Indianapolis, Indiana 46204 or via email at communications@stradaeducation.org.

Prohibited Uses

You may use the site only for lawful purposes and in accordance with these Terms. You agree not to use the site:

  • In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the United States or other countries).
  • For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
  • To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
  • To impersonate or attempt to impersonate InsideTrack, a InsideTrack employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
  • To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the site, or which, as determined by us, may harm InsideTrack or users of the site, or expose them to liability.

Additionally, you agree not to:

  • Use the site in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the site, including their ability to engage in real-time activities through the site.
  • Use any robot, spider or other automatic device, process, or means to access the site for any purpose, including monitoring or copying any of the material on the site.
  • Use any manual process to monitor or copy any of the material on the site, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.
  • Use any device, software or routine that interferes with the proper working of the site.
  • Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
  • Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the site, the server on which the site is stored, or any server, computer or database connected to the site.
  • Attack the site via a denial-of-service attack or a distributed denial-of-service attack.
  • Otherwise attempt to interfere with the proper working of the site.

User Contributions

You agree that we may remove any user-created content that we deem inappropriate. When you submit, post, upload, embed, display, communicate, link to, email or otherwise distribute or publish any review, problem, suggestion, idea, solution, question, answer, comment, testimonial, feedback, message, image, video, text, profile data or other material (“User Content”) to InsideTrack, any InsideTrack employee or contractor, or a InsideTrack web site, you grant InsideTrack and our affiliates, licensees, distributors, agents, representatives and other entities or individuals authorized by InsideTrack, a non-exclusive, worldwide, perpetual, unlimited, irrevocable, royalty-free, fully sublicensable (through multiple tiers) and fully transferable right to exercise any and all copyright, trademark, publicity, and database rights you have in the content, in any media known now or in the future, and to make, use, reproduce, copy, display, publish, exhibit, distribute, modify, sell, offer for sale, create derivative works based upon and otherwise use the User Content.     

You represent and warrant that (i) you own the User Content submitted by you on, through or in connection with the Services, or otherwise have the right to grant the licenses set forth in this section, and (ii) the posting of your User Content on, through or in connection with the Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. Upon InsideTrack’s request, you will furnish InsideTrack any documentation, substantiation or releases necessary to verify your compliance with these Terms of Use.

Linking to the Site and Social Media Features

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent.

This site may provide certain social media features that enable you to:

  • Link from your own or certain third-party websites to certain content on this site.
  • Send email or other communications with certain content, or links to certain content, on this site.
  • Cause limited portions of content on this site to be displayed or appear to be displayed on your own or certain third-party websites.

You may use these features solely as they are provided by us, solely with respect to the content they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:

  • Establish a link from any website that is not owned by you.
  • Cause the site or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking or in-line linking.
  • Otherwise take any action with respect to the materials on this site that is inconsistent with any other provision of these Terms.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.

We may disable all or any social media features and any links at any time without notice in our discretion.

Third-Party Links

On this site you will find numerous links that will transfer you to the site of an organization that can provide you with value-added information and/or functionality. By linking to these sites, InsideTrack does not represent or imply that there is any business relationship between us and these organizations. InsideTrack is not responsible for the content and performance of these sites or for your transactions with them. Furthermore, we strive to keep these links as current and accurate as possible, but we cannot guarantee, and we expressly do not warrant, that they point to the intended third-party site. Links to and from this site do not constitute an endorsement by InsideTrack.

Limitation on Liability and Disclaimer of Warranties

You agree that neither InsideTrack nor any of our employees, affiliates, officers, agents, third-party content providers or licensors warrant that the Services, the site or its contents will be uninterrupted, free of viruses or other harmful code, or error free. We make no warranty that any defects in the software used in the site will be corrected. We make no warranties as to the results that may be obtained from use of the Services, the site or its contents, or as to the timeliness, security, sequence, adequacy, accuracy, reliability, or completeness of any information obtained therefrom.

You agree that all access and use of the site and its contents is at your own risk. BY USING THE SITE, YOU ACKNOWLEDGE THAT INSIDETRACK SPECIFICALLY DISCLAIMS ANY LIABILITY (WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE) FOR ANY DIRECT, ACTUAL, INDIRECT, INCIDENTAL, COMMON LAW, STATUTORY, REGULATORY, CONSEQUENTIAL, COMPENSATORY, EXEMPLARY, LOST PROFITS, LOST SAVINGS, PUNITIVE OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR ACCESS TO OR USE OF THE SITE (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), INCLUDING, BUT NOT LIMITED TO, ANY LIABILITY ASSOCIATED WITH ANY VIRUSES THAT MAY INFECT YOUR COMPUTER EQUIPMENT. THIS SITE, INCLUDING ALL CONTENT, SERVICES, FUNCTIONS, HYPERTEXT LINKS, AND OTHER INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THIS SITE, IS PROVIDED “AS IS,” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIMITATIONS OF LIABILITY SO SOME OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU.

Indemnification

You will reimburse us for all losses, damages, costs and expenses (including court costs and reasonable legal fees) caused by the negligence or willful misconduct of you or your employees, contractors or agents including, but not limited to, failure to maintain confidentiality of personal information, the sending of any personal information over the Internet without encryption or without other appropriate security protections, or breach of any agreement, representation, warranty or covenant herein. YOU WILL BE LIABLE AND YOU AGREE TO INDEMNIFY AND HOLD HARMLESS INSIDETRACK AND ITS CURRENT AND FORMER AFFILIATES, SUBSIDIARIES, MEMBERS, TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS (THE “INDEMNITEES”) FROM AND AGAINST ANY AND ALL CLAIMS OF LIABILITY, OBLIGATION, LOSS, DAMAGE, DEMAND, COST, EXPENSE, OR DISBURSEMENT (INCLUDING COURT COSTS AND REASONABLE LEGAL FEES) OF THE INDEMNITEES, ARISING OUT OF OR RESULTING FROM ANY ACT OR OMISSION RELATED TO YOUR USE OF THE SITE.

Notices

All notices you give to us shall be in writing and shall be made either via email or conventional mail. In addition, we may post notices or links to notices through the site to inform you of changes to the Terms, the site or other matters of importance.

Changes to the Site and the Terms of Use

InsideTrack reserves the right to modify or discontinue, temporarily or permanently, the site for any reason, at our sole discretion, with or without notice to you. InsideTrack likewise may change the terms and conditions of the Terms from time to time with or without notice to you. You agree to review the Terms periodically to ensure that you are aware of any modifications. Your continued access or use of the site after the modifications have become effective shall be deemed your conclusive acceptance of the modified Terms. You will ensure that your agents, contractors and employees comply with these Terms.

Additional Terms

These Terms shall be governed in all respects by the substantive laws of the State of Indiana, without regard to its provisions relating to conflict of laws, and you agree to submit to the personal and exclusive jurisdiction and venue of the state and federal courts within Marion County, Indiana. Our failure to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, unlawful, or unenforceable, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect. You agree that, regardless of any statute, regulation, or law to the contrary, any claim or cause of action arising out of or related to use of the site or the Terms must be filed by you within one (1) year after such claim or cause of action arose or be forever barred. In no event shall we be liable for damages or loss caused by third parties not under our control or by other causes beyond our reasonable control, including, but not limited to, damages or loss caused by third party telecommunications service providers. You agree that these Terms comprise the entire agreement between you and us and supersede all prior agreements between the parties regarding the subject matter contained herein.

Entire Agreement

In some instances, both these Terms of Use and a separate document that provides additional conditions may apply to a service or product offered via the Services (“Additional Terms”). To the extent there is a conflict between these Terms of Use and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise.  The then-current InsideTrack Terms, including (a) InsideTrack’s Privacy Policy;  (b) any related policies and terms referenced in the Terms and (c) any Additional Terms, are the entire agreement between you and InsideTrack regarding the Services. The Terms of Use may not be modified without the consent of a duly authorized representative of InsideTrack, and will supersede and prevail over any terms or conditions you may include with any purchase order or other transaction document or communication with us, regardless of whether InsideTrack signs them or fails to object to them. This “Entire Agreement” section shall survive any expiration or termination of your relationship with InsideTrack.

Contacting InsideTrack

If you have any questions or concerns regarding the InsideTrack Websites or Services, please contact us through this website or at our offices located at 10 W. Market Street, Suite 1100, Indianapolis, Indiana 46204. All notices, authorizations, and requests to InsideTrack shall be deemed given on receipt.

Effective as of March 18, 2022