TERMS OF USE

1.0 Overview
This is a Terms of Use Agreement (“TOU” or “TERMS”) between Transforming Research Into Action to Improve the Lives of Students , a Michigan nonprofit corporation (“TRAILS”, “we”, “us”, “our”) and you. TRAILS provides evidence-based mental health services in schools by providing training, resources, and implementation support to teachers and school staff. Our mission is to increase equitable access to effective mental health care to students experiencing the highest mental health needs and disproportionate barriers to accessing services. To do so, TRAILS provides various services to educators, parents, and students, including but not limited to websites, cloud-based applications, printed and web-based materials, surveys, questionnaires, reports, speaking engagements, in-person and online trainings, conferences, and other forms of assistance and research (together described as “Services”). TRAILS also provides access to various content, including software, technology, and any other materials shown or provided through the Services (“Content”). This document describes the terms that govern the use of TRAILS Services.

Before using any Services or accessing Content, you must read, understand, and agree to these Terms of Use and our Privacy Notice, at https://trailstowellness.org/privacy-policy (taken collectively, the “Agreement”). By visiting the Website, using our Services or accessing our Content, you are consenting to the terms of the Agreement. If you do not agree to the terms of the Agreement, please do not use the Website or any other of our Services, or access any of our Content.

By signing up for a TRAILS account, or by otherwise using the Services or accessing the Content, you agree that you have read and agree to be bound by the terms of the Agreement, without modification and to the exclusion of all other terms.

2.0 Access Services and Content
We reserve the right to disable access to the Services or Content at any time, with or without cause or good reason. Our grounds for terminating access to the Services or Content may include, but are not limited to, any breach of the Terms, including without limitation, if we, in our sole discretion, believe that you, at any time, fail to satisfy the eligibility requirements set forth in the Terms. Further, we reserve the right to limit or restrict access to the Services or Content by any person or entity, or within any geographic area or legal jurisdiction, at any time and in our sole discretion. Indeed, TRAILS may change or discontinue any or all parts of the Services or Content at any time, and may restrict features, services, or access to content. We will not be liable to you for any losses or damages you may suffer as a result of or in connection with the Services or Content being inaccessible, changed, restricted, or otherwise modified.

When you access the Services or Content, you must comply with all terms of the TOU and Privacy Notice.

3.0 Eligibility to Use Services and Content
To use the Services or access our Content, you must satisfy the following eligibility requirements. You hereby represent and warrant, to and for the benefit of us and each of our officers, directors, supervisors, members, employees, agents, contractors, service providers, representatives, subsidiaries, and affiliates that you satisfy all of the eligibility requirements as of each date that you make any use or receive any benefits from the Services or Content.

By using the Services and accessing the Content, you agree to and attest that you fulfill the following eligibility criteria: (a) that you have not been previously suspended or blocked from accessing the Services; (b) that your participation and your use of the Services or Content complies with any and all applicable laws and regulations; (c) that you have not and will not engaged in any of the prohibited activity listed in Section 4; and (d) that you are either (i) at least 13 years of age or (ii) that your legal guardian or an educational organization authorized to act in place of your legal guardian has consented to your use of the Services.

3.1 Students
If you are a student: You agree that you will only use the Services if invited to do so by a teacher or other official from your school, college, or other educational organization that is authorized to give you access to the Services. You also agree not to send any Personal Information to us other than what we specifically request as a part of the Services.

3.2 Young Users
If you are under 13 years of age (a “Young User”), you may only use the Services with consent and approval from your legal guardian or an authorized school official, like a teacher, who invites you to use the Services.

3.3 Educators
If you are a teacher, instructor, or other person (“Educator”) accessing the Services on behalf of a school, school district, college, or other educational organization (“Organization”), the following terms apply to you:

You attest that you are acting on behalf of and have permission from your Organization to enter into the Agreement and to use the Services as part of your educational duties for the benefit of students. Furthermore, if you invite a Young User to use the Services, you represent and warrant that you are authorized to consent on behalf of the Young User with respect to their use of Services; additionally, you agree to be bound by these terms on behalf of the Young User, including without limitation being liable for all use of the Services by the Young User.

In addition to the indemnity provisions of Section 8 and liability waiver in Section 7, you further agree to indemnify, defend, and hold harmless TRAILS, its affiliates, and their respective employees, contractors, consultants, agents or other representatives (the foregoing, collectively, the “TRAILS Indemnified Parties”) against all claims, losses, liabilities and expenses (including attorney’s fees) arising out of or related to (a) your violation of any provision, representation, or warranty; (b) the use of Services by a Young User; (c) your failure to obtain sufficient consent; or (d) all other actions related to the Young User.

4.0 Prohibited Activity
By accessing and using the Services, including any software, technology, and any other materials shown or provided through the Services, you agree not to engage in, or attempt to engage in, any of the following categories of prohibited activity:

Activity that breaches the Terms or Privacy Notice.
Activity that infringes on or violates any copyright, trademark, service mark, patent, right of publicity, right of privacy, or other proprietary or intellectual property rights under the law.
Activity that seeks to interfere with or compromise the integrity, security, or proper functioning of any computer, server, network, personal device, or other information technology system, including, but not limited to, the deployment of viruses and denial of service attacks. This includes but is not limited to attempting to engage in authorized access or unauthorized use of the Services or Content, or any accounts, computers, or networks owned, operated or related to TRAILS.
Activity that seeks to defraud us or any other person or entity, including, but not limited to, providing any false, inaccurate, or misleading information. This includes but is not limited to perpetrating a hoax or engaging in phishing schemes or forgery or other similar falsification or manipulation of data.
Activity that that violates any law or regulation, or which would place TRAILS in violation of any applicable laws or regulations (including but not limited to Family Educational Rights and Privacy Act of 1974 (FERPA) and Children's Online Privacy Protection Act (COPPA)).
Activity that is meant to abuse, harass, stalk, threaten, or otherwise harm others or violate their legal rights.
Activity that is libelous or defamatory to others.
Modify or alter the Services or Content (all modifications or alterations must be authorized in writing by TRAILS).
Resell or charge others for the Services or Content, including without limitation Coach-in-Training Resources, Clinical Protocols, or Coaching Protocols, either directly or indirectly; or
Use the Services or access the Content in your jurisdiction where doing so violates the jurisdiction’s law, statute, regulation, or other legal directive.
In addition to the foregoing, you agree to abide by reasonable administrative directives issued from time-to-time concerning access or use of the Services and Content.
Without limiting any other terms of this Agreement or any other remedies TRAILS may have, in event of any violations of this section, TRAILS reserves the right to immediately suspend or delete your account and all content associated with it.

5.0 Modification of the Agreement
We may modify the Agreement in the future. If we do modify the Agreement, we will post the modified Agreement to the website. You will be bound by the new version of the Agreement (a) once you use the Services after you know about the change or (b) 30 days after we publish the new Agreement (whichever is sooner). Any disputes will be resolved under the terms of the Agreement in place when the dispute takes place. It is your responsibility to stay familiar with the Agreement and any modifications that we may make.

6.0 Content
The Services and Content, as well as the technology used to provide them, must only be used for non-commercial purposes and only in accordance with the terms of the Agreement. All Content is protected by copyright and other intellectual property laws. You must abide by all copyright notices, trademark rules, and restrictions contained in any Content accessed through the Services. You may not use, copy, reproduce, modify, sell, or otherwise exploit for any purposes whatsoever any Content not owned by you: (i) without the express prior written consent of the respective owners, and (ii) in any way that violates any third-party rights. Consistent with the limitation of liability section 7, under no circumstances will TRAILS be liable in any way for any Content. That includes but is not limited to any Content with errors or omissions or any loss or damage of any kind incurred in connection with use of or exposure to any Content posted, emailed, accessed, transmitted, or otherwise made available via the Services.

You may provide information in the course of using Services that will be visible to certain other users. You grant TRAILS and its successors a non-exclusive, worldwide, royalty free, and transferable right and license (without obligation) to reproduce, distribute, publicly perform and display, and modify any information or Content you share in the course of using Services. Your Personal Information will be stored or shared in accordance with our Privacy Notice, see https://trailstowellness.org/privacy-policy. We reserve the right to remove any of your Content in our sole and absolute discretion.

7.0 Limitation of Liability & Release of Claims
Under no circumstances shall we or any of our officers, directors, employees, contractors, agents, affiliates, or subsidiaries be liable to you for any indirect, punitive, incidental, special, consequential, or exemplary damages, including (but not limited to) damages for loss of profits, goodwill, use, data, or other intangible property, arising out of or relating to any access to or use of the Services or Content, nor will we be responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access to or use of the Services or Content, or from any access to or use of any information obtained by any unauthorized access to or use of the Services or Content. We assume no liability or responsibility for any: (a) errors, mistakes, or inaccuracies of content; (b) personal injury or property damage, of any nature whatsoever, resulting from any access to or use of the Services or Content; (c) unauthorized access to or use of any secure server or database in our control, or the use of any information or data stored therein; (d) interruption or cessation of function related to the Services or Content; (e) bugs, viruses, trojan horses, or the like that may be transmitted to or through the Services or Content; (f) errors or omissions in, or loss or damage incurred as a result of, the use of any content made available through the Services or Content; and (g) the defamatory, offensive, or illegal conduct of any third party. UNDER NO CIRCUMSTANCES SHALL WE OR ANY OF OUR OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, OR SUBSIDIARIES BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES, OR COSTS IN AN AMOUNT EXCEEDING THE GREATER OF (I) THE AMOUNT YOU PAID TO US IN EXCHANGE FOR ACCESS TO AND USE OF THE SERVICES OR CONTENT WITHIN THE PREVIOUS TWELVE (12) MONTHS, OR (II) $1.00. This limitation of liability applies regardless of whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, and even if we have been advised of the possibility of such liability. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of certain liabilities and damages. Accordingly, some of the disclaimers and limitations set forth in the Terms may not apply to you. This limitation of liability shall apply to the fullest extent permitted by law.

YOU EXPRESSLY AGREE THAT YOU ASSUME ALL RISKS IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE SERVICES & CONTENT. ADDITIONALLY, YOU EXPRESSLY WAIVE AND RELEASE US FROM ANY AND ALL LIABILITY, CLAIMS, CAUSES OF ACTION, OR DAMAGES ARISING FROM OR IN ANY WAY RELATING TO YOUR ACCESS TO AND USE OF THE SERVICES AND CONTENT.

8.0 Indemnity
You agree to hold harmless, release, defend, and indemnify us and our officers, directors, employees, contractors, agents, affiliates, and subsidiaries from and against all claims, damages, obligations, losses, liabilities, costs, and expenses arising from: (a) your access to and use of the Services or Content; (b) your violation of the Terms, the rights of any third party, or any other applicable law, rule, or regulation; and (c) any other party’s access to and use of the Services or Content with your assistance or using any device or account that you own or control.

9.0 No Professional Advice or Fiduciary Duties
All information provided in connection with your access and use of the Services or Content is for informational purposes only and should not be construed as legal, regulatory, or other professional advice. You should not take, or refrain from taking, any action based on any information contained in the Services or Content or any other information that we make available at any time, including, without limitation, blog posts, articles, links to third-party content, news feeds, tutorials, tweets and videos. Before you make any legal or other decisions involving the Services or Content, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate.

The Terms are not intended to, and do not, create or impose any fiduciary duties on us. To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, and that TO THE EXTENT ANY SUCH DUTIES OR LIABILITIES MAY EXIST AT LAW OR IN EQUITY, THOSE DUTIES AND LIABILITIES ARE HEREBY IRREVOCABLY DISCLAIMED, WAIVED, AND ELIMINATED. You further agree that the only duties and obligations that we owe you are those set forth expressly in the Terms.

10.0 Third Party Websites
The Services and Content occasionally link to third party websites that are not owned or controlled by TRAILS. When you access third party websites or interact or communicate with third parties through the Services, you do so entirely at your own risk and assume all responsibility for such interactions. You hereby agree that TRAILS has no control or responsibility for those websites or the information located therein, and that you release TRAILS from any liability arising from your interaction with such third party websites or third parties.

11.0 User Interactions
TRAILS is not responsible for the actions of or interactions between users. You are solely responsible for your interactions with other users or other third parties you may encounter while using Services. If you have a dispute with other users, you hereby release the TRAILS Indemnified Parties (as defined above) from any and all claims, demands, and damages of every kind arising out of or in any way connected with such disputes. Additionally, to the extent potentially applicable, you waive California Civil Code §1542, which 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.” You also waive any and all similar, applicable state statutes.

12.0 Suspension & Termination
The Agreement is in full effect while you use the Services. You may terminate your use of the Services at any time by contacting us at inquiries@trailstowellness.org. TRAILS may suspend or block your access to the Services at any time for any reason and without warning or notice, which could result in the loss of information associated with your account. All portions of the Agreement that can survive termination, shall survive termination, including but not limited to ownership provisions, disclaimers, and limitations of liability.

13.0 Other Provisions

13.1 Governing Law
The Agreement will be governed by and construed in accordance with the laws of the State of Michigan, without giving effect to any principles of conflicts of law.

13.2 Copyright
TRAILS began as a program within the University of Michigan. Certain TRAILS materials have the following copyright that spans 2013-2022: © Copyright 2013-2021 The Regents of the University of Michigan. All Rights Reserved.

TRAILS respects copyright law and expressly prohibits use of the Services for the illegal transmission of copyrighted material.

13.3 Donations
For more information on donating to TRAILS, please contact the TRAILS Development Team at development@trailstowellness.org.

13.4 Severability
If any part of the Agreement is held to be unlawful or unenforceable, that provision will be limited or eliminated from the terms to the minimum extent necessary and without influencing the validity and enforceability of remaining provisions.

13.5 Headings
Any heading, caption, or section title contained in these Terms is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof.

TERMS OF USE

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