Terms and Conditions
Last updated: January 9, 2023
You acknowledge and agree that by (i) visiting, viewing, using, or accessing the Platform, (ii) clicking “Agree”, “Purchase”, “Submit”, or similar links, or (iii) other agreement incorporating these Terms, that you have read, understand, and agree to be bound by these Terms, irrespective of whether you are a guest or a registered user of the Platform. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU MAY NOT ACCESS OR USE THE PLATFORM. NORTHWEST CENTER’S ALLOWANCE OF YOUR USE AND ACCESS TO THE PLATFORM IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL OF THE TERMS AND CONDITIONS OF THESE TERMS.
3. PLATFORM ACCESS AND ACCOUNT REGISTRATION
4. NORTHWEST CENTER SUBSCRIPTION PLANS AND PAYMENT
- (i). Service Scope and Term. Northwest Center grants you access to the Platform and Services for the term length set forth at the time of purchase, either during online checkout or on an applicable purchase document (the “Initial Term”) in strict accordance with these Terms. Any renewal of the Initial Term (or a Renewal Term), whether such renewal occurs by way of your online checkout or otherwise, shall be deemed a “Renewal Term”, and together with the Initial Term, the “Term”, as applicable.
- (ii). Registration of Individual Users. Depending on the Service, you may grant additional affiliated users access to the service (each, a “Authorized User”). Any Authorized User you designate will have the ability to view user data and content, purchase additional subscriptions, invite users to utilize the features included in your Service. Access to the Platform, including individual subscriptions, is to be used for the internal business purposes and may not be shared.
- (iii). Transfer of Access Not Permitted. Except as set forth in your order document, access granted under these Terms are not transferable to any other individual for any reason, and you will take all commercially reasonable steps to prevent your users from granting access to the Platform to any other individuals, both in and outside of your organization.
(b). Payment. Access to the Services is expressly conditioned on timely payment of the then-applicable fee(s) in the amount set forth during online checkout or in an order document, unless you are accessing the Platform via a free pilot or other no-fee arrangement. We reserve the right to increase or decrease any fee at any time; however, to the extent you have paid your fee(s) in advance, the increase or decrease will not become effective for your account or service until the end of your current Term.
- (i). Payment Method. By registering for, subscribing to, or purchasing a Service and providing billing information, you grant us and our authorized third-party payment processor(s) the right to process payment using the debit card, credit card, bank information, third-party payment provider, or reseller you provide, authorize, or maintain on your account (individually, and collectively, “Payment Method”).
- (ii). Collection Methods. If your payment method fails, or if your account is past due, we may collect fees owed using other collection mechanisms—this may include charging other payment methods on file with us or retaining collection agencies and legal counsel, the fees and cost of which you hereby agree to pay. Notwithstanding anything to the contrary, your obligation to pay fees continues through the end of your applicable Term and regardless of whether you cancel your Plan during such Term. Late payments will bear an additional 1.5% interest monthly, plus taxes if applicable, which additional interest will be compounded daily.
- (iii). Suspension Because of Nonpayment. If payment is not received within the required time period, or if we are unable to renew your account based on inaccurate or outdated payment information, we may suspend your access to the Platform (including all of your users’ access) until payment is received. In the event we suspend your account because of nonpayment and reinstate access to the Platform after you have made payment, no additional time will be added to the then-applicable Term.
5. PROPRIETARY MATERIALS
(b). End-user License Agreement. Northwest Center grants to you a non-exclusive license for the use and installation of the Authorized Downloadable Materials subject to all the terms and conditions as set forth in the Terms. This license governs any and all software upgrades or additional features provided by Northwest Center that would replace or supplement the original installed version of the Authorized Downloadable Materials, unless those other upgrades or features are covered under a separate license, in which case those terms govern.
(c). Reservation of Rights. Northwest Center reserves all intellectual property rights to the Proprietary Materials, other than as specifically granted under the applicable license granted you under these Terms. No posting, copying, transmission, retransmission, distribution, redistribution, publication, republication, decompilation, disassembling, reverse engineering, or otherwise reproducing, storing, transmitting, modifying, or commercially exploiting any Proprietary Materials in any form or by any means, for any purpose, is permitted without our express written permission.
(d). Northwest Center Copyright and Marks. The entire Platform is protected by copyright. Complying with all applicable copyright laws is your responsibility. “IMPACT” and other Northwest Center marks and logos are service marks and trademarks of Northwest Center.
(e). Third-Party Marks. Other trademarks, service marks and logos used on the Site are the trademarks, service marks or logos of their respective owners. Northwest Center is using these third-party trademarks, service marks or logos with the permission of the trademark owner or for identification purposes only.
(f). Violation of Copyright or Intellectual Property Laws. We respect the intellectual property of others, and we ask our users to do the same. We may, in appropriate circumstances and at our sole discretion, remove or disable access to any materials on the Platform that we believe (or are notified) may infringe on the rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement or otherwise infringes on your intellectual property rights, please report it to us promptly at [email protected].
(b). Use of Confidential Information. The party receiving Confidential Information agrees to use the other’s Confidential Information only for the purpose of performing its obligations under these Terms.
7. USER CONTENT
- (i) Unless otherwise noted, all User Content you submit to the Platform, to third parties, or that is otherwise made available to Northwest Center will be considered confidential and proprietary and will be made available only to individuals or third parties that you authorize to access it via the Platform, API, or other means of transmission.
- (ii) To the extent that you provide any User Content, you represent and warrant that (a) you have all necessary rights, licenses and/or clearances to provide such User Content as provided above, such User Content is accurate and reasonably complete, (c) as between you and Northwest Center, you are responsible for the payment of third-party fees, if any, related to the provision and use of such User Content, (d) such User Content does not and will not infringe or misappropriate any third-party rights or constitute a fraudulent statement or misrepresentation or unfair business practices, (e) you are responsible for any User Content you upload or provide to the Platform and for complying with applicable laws relating thereto, including export control regulations, and (f) you agree to comply with all applicable rules regarding online conduct and acceptable content we may post on the Platform from time to time.
- (iii) User Content that is submitted within certain areas of the Platform, such publicly-available channels, message boards, or blog posts, will be considered non-confidential and non-proprietary, and by so doing, you hereby grant us and our affiliates and service providers, and each other and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material. Northwest Center takes no responsibility and assumes no liability for any User Content that you or any other user or third-party posts or submits. You understand, acknowledge and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children or otherwise unsuited to your purpose and you agree that Northwest Center shall not be liable for any damages you allege to incur from User Content. Any use of or reliance on User Content or other information available within the publicly available channels, message boards or blog posts is solely at your own risk. Northwest Center does not guarantee the completeness, truthfulness, accuracy or reliability of any User Content or communications made available through the publicly available channels, message boards or blog posts.
(b) Monitoring and Enforcement. We have the right to:
- (i) remove or refuse to post any User Content for any or no reason in our sole discretion;
- (ii) take any action with respect to any User Content that we deem necessary or appropriate in our sole discretion, including if we believe that such User Content violates these Terms, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Platform or the public, or could create risk or liability for Northwest Center or others;
- (iii) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy;
(iv) take appropriate legal action, including without limitation referral to law enforcement for any illegal or unauthorized use of the Platform; and
(v) terminate or suspend your access to all or part of the Platform for any violation of these Terms.
(c). Notwithstanding anything to the contrary, we have no obligation to review any User Content or materials before they are posted on the Platform, and we cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party, and we have no liability or responsibility to anyone for performance or nonperformance of the activities described in this Section.
9. Northwest Center “DOs” and “DON’Ts”
(a). DOs (User Obligations). You acknowledge and agree that you will:
- (i) comply with all applicable federal, state, local, or international law or regulations (including without limitation any laws
regarding copyright, intellectual property, privacy and personal identity, or the export of data or software to and from the U.S. or other countries);
- (ii) provide true and accurate information to us and keep it updated;
- (iii) only provide information that you are comfortable sharing; and
- (iv) exit from your account at the end of each session or use of the Platform.
- (i) reproduce, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, license, capture, download, save, upload, print, or otherwise transfer or retain information or content available on the Platform other than with regard to Authorized Downloadable Materials, subject to the limited permissions set forth herein;
- (ii) manually or systematically harvest, scrape, collect or otherwise extract information or data contained on the Platform, other than permitted use of Authorized Downloadable Materials or temporary storage of video materials for offline viewing (if permitted by your subscription).
- (iii) provide unauthorized parties with access to the Platform;
- (iv) impersonate or attempt to impersonate Northwest Center, a Northwest Center employee, another user, or any other person or entity (including without limitation by using e-mail addresses or account information associated with any of the foregoing) or provide incorrect or knowingly false information;
- (v) remove or modify any copyright, trademark, legal notices, or other proprietary notations from the Proprietary Materials or any other content available on the Platform;
- (vi) violate or attempt to violate the Platform’s security mechanisms, attempt to gain unauthorized access to the Platform or assist others to do so, or otherwise breach the security of the Platform or corrupt the Platform in any way;
- (vii) co-brand or frame the Platform or establish a link in such a way as to suggest any form or association, approval, or endorsement on our part, without the prior express written permission of an authorized representative of Northwest Center;
- (viii) use the Platform or its contents (including User Content) to recruit, solicit, or contact in any form other users or potential users for employment or contracting for a business not affiliated with us without the prior express written permission of an authorized representative of Northwest Center;
- (ix) use or attempt to use the Platform to store or transmit software viruses, worms, time bombs, Trojan horses, or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment or that are designed to collect or harvest personally identifiable information or other data; or
- (x) use the Platform in
violation of law or in any manner that could disable, overburden, damage, or
impair the Platform, interfere with any other party’s use of the Platform
(including their ability to engage in real time activities through the
Platform), or otherwise attempt to interfere with the proper working of the
(c). Restricted Use of Platform. We reserve the right to monitor use of the Platform and to suspend, revoke, deny, disable, or terminate your access or the access of any of your users if you or they violate any provisions of these Terms (including, but not limited to the DOs and DON’Ts above) or if your or their usage behavior exceeds reasonable limits, as determined in our sole discretion.
11. REPRESENTATION, WARRANTIES, AND COVENANTS
- (i) You are over the age of 16 as all portions of the Platform are intended for only individuals over 16. If you are under 16 years of age, you may not register for an account or otherwise use the Platform;
- (ii) You are authorized to accept these terms on behalf of the company, organization, government, or any other legal entity that you represent;
- (iii) All information that you provide to the Platform is complete and accurate in all respects; and
- (iv) You are responsible for all service, data charges, and other fees and costs associated with your access to and use of the Platform, including without limitation maintaining all internet, browser software and extensions, computer hardware, telephone, and other equipment required for such access.
and Functionality. Northwest Center does not warrant that the content
or functions of the Platform will meet your requirements or that the operation
of the Platform will be uninterrupted or error free. The content and materials
presented on or through the Platform is made available solely for general
information purposes. We do not warrant the accuracy, completeness, or
usefulness of this information. Any reliance you place on such information is
strictly at your own risk. We disclaim all liability and responsibility arising
from or related to any reliance placed on our materials by you, your users, or
any other visitor to the Platform, or by anyone who may be informed of any of
its contents. The Platform may include content provided by third parties,
including materials provided by other users, bloggers, or third-party
licensors, syndicators, aggregators, and reporting services. All statements and
opinions expressed in these materials, and all articles and responses to
questions and other content, other than the content provided by Northwest
Center, are solely the opinions and the responsibility of the person or entity
providing those materials. These materials do not necessarily reflect the
opinion of Northwest Center. We are not responsible or liable to you or any
third party, for the content or accuracy of any materials provided by any third
parties, and use of any services provided by third parties is subject to their
policies and at your own risk.
(c). Availability of Platform. You recognize that the traffic of data through the Internet may cause delays during your use of or access to the Platform, and accordingly, you agree not to hold us liable for delays that are ordinary in the course of Internet use. You further acknowledge and accept that the Platform may not be available on a continual 24-hour basis due to such delays, delays caused by our upgrading, modification, or standard maintenance of the Platform, or any other delays outside of our control.
11. TERM AND TERMINATION
13. NO WARRANTY; LIMITATIONS ON LIABILITY
EXCEPT AS EXPRESSLY SET
FORTH IN THESE TERMS, NORTHWEST CENTER MAKES NO FURTHER REPRESENTATIONS OR
WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED. NORTHWEST CENTER EXPRESSLY DISCLAIMS ALL
IMPLIED WARRANTIES, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES AS TO THE
CONDITION, MERCHANTABILITY, NON-INFRINGEMENT, DESIGN, OPERATION OR FITNESS FOR
A PARTICULAR PURPOSE OF THE SERVICE. FOR
AVOIDANCE OF DOUBT, THE DISCLAIMERS SET FORTH HEREIN DO NOT LIMIT ANY COVENANT,
REPRESENTATION OR WARRANTY MADE BY NORTHWEST SERVICES IN THIS AGREEMENT.
YOU AGREE THAT UNDER NO
CIRCUMSTANCES WILL NORTHWEST SERVICES BE LIABLE TO YOU OR ANY OTHER PERSON OR
ENTITY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHER INDIRECT
DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE SERVICE, EVEN
IF PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE
TOTAL LIABILITY OF NORTHWEST CENTER TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES
OF ACTION RESULTING FROM YOUR USE OF THE SERVICE, WHETHER IN CONTRACT, TORT
(INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNTS
PAID BY YOU TO NORTHWEST CENTER IN THE IMMEDIATELY PRECEDING TWELVE-MONTH
CERTAIN STATE LAWS DO
NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF
CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE
DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY, AND YOU MIGHT HAVE
14. CHANGES TO TERMS OR THE PLATFORM
to these Terms. We reserve the right to change or modify these Terms,
discretion and at any time. Any such change or modification will be effective
immediately upon posting to the Platform; however, any changes to Section 15(c)
(Governing Law and Jurisdiction) will not apply to any disputes for which the
parties have actual notice on or prior to the date the change is posted on the
Platform. We will take reasonable steps to notify you of any changes or
modifications, but you agree to review the Platform periodically to be aware of
any changes or modifications. Notwithstanding anything to the contrary, your
continued use of the Platform and any other Northwest Center-provided services
will be deemed your conclusive acceptance of all such changed or modified terms
(b). Changes to the Platform. Northwest Center may at any time, without notice or liability, change or eliminate any content or feature of the Platform or any portion thereof, or restrict the use of any portion of the Platform. Your only right with respect to any dissatisfaction with any service-related change or elimination is to cease use of the Platform. We will not be liable if for any reason all or any part of the Platform is unavailable at any time or for any reason.
(a). Non-Waiver. Failure
by Northwest Center to enforce any provision(s) of these Terms will not be
construed as a waiver of any provision or right.
(b). Severability. If
any provision of these Terms is found to be illegal, void, or unenforceable,
then that provision will be deemed severable from these Terms and will not
affect the validity and enforceability of any remaining provisions of these
Law and Jurisdiction. These Terms, and all claims or causes of action
(whether in contract, tort, or statute) that may be based upon, arise out of,
or relate to these Terms, or the negotiation, execution, or performance under
these Terms (including any claim or cause of action based upon, arising out of,
or related to any representation or warranty made in or in connection with
these Terms or as an inducement to agree to these Terms), are governed by and
will be construed and enforced in accordance with the laws of the State of Washington,
including its statute of limitations, without reference to (i) any conflicts of
law principles that would apply the substantive laws of another jurisdiction to
the parties’ rights or duties, (ii) the United Nations Convention on Contracts
for the International Sale of Goods, or (iii) other international laws. Any
action or other judicial proceeding for the enforcement of these Terms or any
of its provisions shall be instituted only in the courts of the State of Washington.
with Legal Requests. Without limiting the foregoing, we have the right
to fully cooperate with any valid legal process from a law enforcement
authority with jurisdiction that requests or directs us to disclose customer
data or other information on the Platform. YOU WAIVE AND HOLD HARMLESS US AND OUR
AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY
ACTION TAKEN BY US OR ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS
INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY
EITHER US, SUCH PARTIES, OR LAW ENFORCEMENT AUTHORITIES.
Resolution. Should any dispute arise with regard to these Terms, the
parties agree to first work in good faith to resolve such dispute, and neither
party may commence any action with regard to such dispute until thirty (30)
days have passed from the time such party has provided written notice to the
other party of the nature of such dispute, provided that nothing herein will
prevent us from seeking injunctive relief in the event of your actual or threatened
breach of any terms of these Terms.
(f). Notice. Any
notice which may be required to be given under these Terms, will be given: (i)
by Northwest Center to you via e-mail to the e-mail address you maintain in
your account settings or by notifying you electronically by displaying the
notice in the Platform; (ii) by you to us in any commercially reasonable
manner, including certified mail, return receipt requested, e-mail, or any
other customary means of communication at the applicable mailing address set
forth below, as may be updated from time to time. Any notice given otherwise
than in accordance with this Section will be deemed ineffective.
Northwest Center Services
1119 SW 7th Street
Renton, WA 98057
Attn: Legal Counsel
All other feedback, comments, requests for technical support, or other communications relating to the Platform should be directed to the Northwest Center support team by emailing [email protected].
(h). Equitable Relief and Attorney’s Fees. You acknowledge that a breach of these Terms may cause us irreparable damage, for which the award of damages would not be adequate compensation. Consequently, you agree that we may institute an action to enjoin you from any and all acts in violation of those provisions, which remedy will be cumulative and not exclusive, and we may seek the entry of an injunction enjoining any breach or threatened breach of those provisions, in addition to any other relief to which we may be entitled at law or in equity. If any dispute should arise between the parties hereto regarding the terms or subject matter of these Terms or the enforcement or breach of such terms, then the party prevailing in such dispute, whether by out-of-court settlement or final judicial determination, will be entitled to recover from the non-prevailing party all costs and expenses of such dispute incurred by such prevailing party, including without limitation reasonable attorneys’ fees.