Northwestern’s SMART Tools: Terms of Use

SMART Tools – Terms of Use

Last Revised: September 7th, 2022

THESE TERMS OF USE (“TERMS”) CONSTITUTE A BINDING AGREEMENT BETWEEN YOU AND NORTHWESTERN UNIVERSITY (“NORTHWESTERN,” THE “UNIVERSITY,” “WE,” “OUR,” OR “US”) AND GOVERN THE USE OF THE NORTHWESTERN INSTITUTE FOR SEXUAL AND GENDER MINORITY HEALTH AND WELLBEING’S SMART TOOLS (https://smartproject.northwestern.edu/tools-promotional/) (THE “TOOLS”). PLEASE READ CAREFULLY THROUGH ALL SECTIONS OF THESE TERMS. ACCESSING OR USING THE TOOLS CONSTITUTES YOUR ACCEPTANCE OF AND AGREEMENT WITH THESE TERMS, AS SUCH MAY BE REVISED BY NORTHWESTERN FROM TIME TO TIME AT ITS SOLE DISCRETION, WHETHER OR NOT YOU ACCESS THE TOOLS ON YOUR MOBILE DEVICE, A WEB-BASED BROWSER, OR THROUGH OTHER CHANNELS. IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST CEASE USING THE TOOLS IMMEDIATELY. IF THE INDIVIDUAL USING THE TOOLS IS A MINOR OR OTHER PERSON WITH A LEGAL GUARDIAN, THEN “YOU” AS USED HEREIN WITH RESPECT TO THE TERMS HEREIN, INCLUDING BUT NOT LIMITED TO THE WAIVER OF ANY LEGAL RIGHTS OR LIABILITY, SHALL INCLUDE BOTH THE INDIVIDUAL USING THE TOOLS AS WELL AS PARENT(S) OR LEGAL GUARDIAN(S) ACCEPTING THESE TERMS ON BEHALF OF SUCH INDIVIDUAL.

ARBITRATION NOTICE AND CLASS ACTION AND JURY TRIAL WAIVER. These Terms contain a binding arbitration agreement and class action and jury trial waiver clauses. EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

If you think you may have a medical emergency, call your doctor or dial 9-1-1 immediately.

THE TOOLS ARE NOT INTENDED TO PROVIDE MEDICAL ADVICE, DIAGNOSES, OR SUGGESTIONS FOR TREATMENT. YOU SHOULD CONTACT YOUR PHYSICIAN OR OTHER HEALTHCARE PROFESSIONAL CONCERNING YOUR PARTICULAR MEDICAL CONDITION OR CONCERNS. DO NOT DISREGARD PROFESSIONAL MEDICAL ADVICE, OR DELAY IN SEEKING IT BECAUSE OF SOMETHING YOU READ ON THE TOOLS.

PLEASE DO NOT ATTEMPT TO COMMUNICATE WITH US ABOUT YOUR SPECIFIC MEDICAL CONDITION, EVEN IN AN EMERGENCY, THROUGH THE TOOLS. WE DO NOT MONITOR YOUR COMMUNICATIONS TO US THROUGH THE TOOLS FOR THESE PURPOSES, AND WE MAY NOT RESPOND TO YOUR COMMUNICATION IN AN APPROPRIATE TIMEFRAME. NOR CAN WE PROVIDE YOU WITH MEDICAL ADVICE. CONTACT YOUR PHYSICIAN OR HEALTH CARE PROFESSIONAL FOR ADVICE CONCERNING YOUR MEDICAL NEEDS, OR CONTACT YOUR LOCAL EMERGENCY SERVICES IN CASE OF EMERGENCY.

Eligibility

The Tools are intended to be used by organizations, providers, and individuals located in the United States of America, including community-based organizations, their staff, and the individuals that they serve; healthcare providers, their staff, and the individuals that they serve; teachers and their students; researchers; parents; and teenagers. The Tools are not intended for use by anyone located outside of the United States of America or by anyone under the age of thirteen (13). You must be at least thirteen (13) to access and use the Tools. In order to access the Tools, you will need complete the registration form. You will then receive access to the Tools. You agree not to provide access to the Tools or portions of it to any other person, unless you are a parent, in which case you may provide access to the Tools to your child(ren) over the age of 13.

Privacy Statement

We respect the privacy of your personal information. Information about our security and privacy practices can be found on our Privacy Statement available at [https://esmart.northwestern.edu/northwesterns-smart-tools-privacy-statement/] (the “Privacy Statement”).

BY ACCESSING OR USING THE TOOLS, YOU ARE ALSO AGREEING TO THE TERMS OF THE PRIVACY STATEMENT. THE PRIVACY STATEMENT IS INCORPORATED INTO AND DEEMED A PART OF THESE TERMS. THE SAME RULES THAT APPLY REGARDING CHANGES AND REVISIONS TO THESE TERMS ALSO APPLY TO CHANGES AND REVISIONS TO THE PRIVACY STATEMENT.

Third Party Terms and Conditions; Northwestern Policies

In addition to these Terms, your use of the Tools may be governed by other agreements, policies, and terms, including Northwestern’s policies, and the terms of any site from which you linked to or accessed the Tools. These Terms supplement and incorporate such additional terms and conditions, and Northwestern policies.

Proprietary Rights and Your Use of the Tools

Unless otherwise specified in these Terms, all information and screens appearing on the Tools are the sole property of Northwestern or our subsidiaries and affiliates, and other parties. Northwestern provides content through the Tools that is copyrighted and/or trademarked work of Northwestern or our third-party licensors and suppliers (collectively, the “Materials”). Materials may include documents, services, software, application design, text, graphics, logos, video, images, icons, and other content, as well as the arrangement thereof.

Subject to these Terms, Northwestern hereby grants you a limited, personal, non-exclusive and non-transferable license to use, view, print, display and download the Materials for the sole purpose of viewing them on a stand-alone personal computer or mobile device and to use the Tools solely for its intended use. Except for the foregoing license and as otherwise required or limited by applicable law, you have no other rights in the Tools or any Materials and you may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Tools or Materials in any manner or for any purpose that would constitute infringement of the University’s, the University’s licensors’, or the Tools’ other users’ intellectual property rights. All rights not expressly granted herein are reserved.

If you breach any of these Terms, the above license will terminate automatically and you must immediately destroy any downloaded or printed Materials.

Electronic Communications

By using the Tools, you consent to receiving transactional email communications and other electronic communications, including electronic notices, from us. These communications may include information concerning or related to the Tools and/or Materials. These communications are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.

Permitted Uses

By accessing or using the Tools, you acknowledge, agree, and confirm that:

Your use of the Tools is subject to and governed by these Terms;
You will use the Tools solely for its intended functionality;
You will always act in accordance with the law, custom, and in good faith;
You will provide accurate, truthful, and current information when using the Tools;
You are solely and fully liable and responsible for your use of the Tools, and all content and features you access and/or use through the Tools;
You agree and confirm that your use of the Tools, including the Materials, is for your own personal use only, or for the use of child(ren) over the age of 13, and that you are not using the Tools or Materials for or behalf of any other person or organization, unless you are a parent, in which case you may provide access to the Tools to your child(ren) over the age of 13;
You will comply with and be bound by these Terms as they appear on the Tools each time you access and use the Tools;
You are at least thirteen (13) years old;
Each use of the Tools by you indicates and confirms your agreement to be bound by these Terms; and
These Terms are a legally binding agreement between you and us that will be enforceable against you.

You further agree not to use the Tools in any way that:

Changes or alters the Tools, content or services that may appear on the Tools;
Impairs in any way the integrity or operation of the Tools;
Interferes with or induces a breach of the contractual relationships between us and our employees;
Is in any way unlawful or prohibited, or that is harmful or destructive to anyone or their property;
Furthers any unlawful or criminal activity;
Transmits any advertisements, solicitations, schemes, spam, flooding, or other unsolicited email and commercial communications for or on behalf of any third party;
Transmits any harmful or disabling computer codes or viruses;
Harvests email addresses from the Tools;
Transmits unsolicited email to the Tools or to anyone whose email address includes the domain name of the Tools;
Interferes with our network services;
Attempts to gain unauthorized access to our network services;
Suggests an express or implied affiliation or relationship with us without our express written permission;
Impairs or limits our ability to operate the Tools or any other person’s ability to access and use the Tools;
Unlawfully impersonates or otherwise misrepresents your affiliation with any person or entity;
Transmits or uploads violent, obscene, sexually explicit, discriminatory, hateful, threatening, abusive, defamatory, offensive, harassing, or otherwise objectionable content or images;
Dilutes or depreciates our or any of our affiliates’ name and reputation;
Transmits or uploads content that infringes upon any third party’s intellectual property rights or right to privacy; or
Unlawfully transmits or uploads any confidential, proprietary or trade secret information.

This list of prohibited activities provides examples and is not complete or exclusive. We may report to law enforcement authorities any actions that may be illegal, and any reports we receive of such conduct. Northwestern further reserves the right to terminate or suspend user access to the Tools immediately, without prior notice, for any reason, including, without limitation, if a user breaches these Terms. Upon such termination, a user’s ability to access the Tools will cease immediately.

Reliance on Information Posted

The information presented on or through the Tools is made available solely for general information purposes and does not provide medical advice. 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. You should contact your physician or other healthcare professional concerning your particular medical condition or concerns. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Tools, or by anyone who may be informed of any of its contents.

No Liability

SUBJECT TO APPLICABLE LAW, IN NO EVENT SHALL NORTHWESTERN OR ITS AFFILIATES, PREDCESSORS, SUCCESSORS, OFFICERS, TRUSTEES, DIRECTORS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES AND THIRD-PARTY SERVICE PROVIDERS (COLLECTIVELY, “RELEASEES”) BE LIABLE TO YOU WITH RESPECT TO ANY AND ALL CLAIMS ARISING OUT OF YOUR USE OF THE TOOLS, THE MATERIALS, THE CONTENT OR SERVICES OBTAINED THROUGH THE TOOLS, OR ANY DAMAGES THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM COMMUNICATIONS FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO NORTHWESTERN RECORDS, PROGRAMS, OR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, BE LIABLE TO A USER. THE USER’S SOLE REMEDY IS TO CEASE USE OF THE TOOLS.

IN NO EVENT WILL NORTHWESTERN BE LIABLE TO YOU OR ANY PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, LIQUIDATED OR OTHER CONSEQUENTIAL DAMAGES, ATTORNEYS’ FEES OR COSTS FOR ANY USE OF THE TOOLS, OR ON ANY OTHER HYPERLINKED WEBSITE, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA OR OTHERWISE, EVEN IF WE ARE EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

YOU FURTHER AGREE TO RELEASE, RELINQUISH, DISCHARGE FROM LIABILITY AND COVENANT NOT TO SUE RELEASEES FOR ANY CLAIMS, DEMANDS, ACTIONS, SUITS, CAUSES OF ACTION AND/OR LIABILITIES, OF WHATEVER KIND OR NATURE, IN LAW, EQUITY OR OTHERWISE, FOR PERSONAL INJURY, DISABILITY, DEATH, ILLNESS, OR DAMAGES OF ANY KIND, BREACH OF DATA PRIVACY OR DISCLOSURE OF PERSONAL OR OTHER PROTECTED INFORMATION.

Indemnification

You agree to indemnify, defend and hold harmless Releasees for any and all claims, demands, actions, liability, fines, penalties and expenses, including but not limited to, attorneys’ fees and costs (with counsel selected by us), that may arise from any of your acts or omissions through the use of the Tools, the Materials, or any related offline communications. Such acts may include but are not limited to providing content to or communicating with us or our Affiliates, unauthorized use of material obtained through the Tools, engaging in a prohibited activity, or any other action or omission that breaches these Terms.

Arbitration, Class-Action Waiver, and Jury Waiver

These Terms shall be exclusively governed by and construed in accordance with the laws of Illinois, excluding its choice or conflict of law principles. ALL DISPUTES AND CLAIMS RELATING TO THESE TERMS NOT RESOLVED BETWEEN THE PARTIES SHALL BE RESOLVED EXCLUSIVELY BY BINDING ARBITRATION APPLYING ILLINOIS LAW AND ADMINISTERED BY THE INTERNATIONAL INSTITUTE FOR CONFLICT PREVENTION & RESOLUTION IN ACCORDANCE WITH ITS ARBITRATION RULES, UNLESS A DIFFERENT ARBITRATOR IS MUTUALLY AGREED UPON BY THE PARTIES. THE PLACE OF ANY SUCH ARBITRATION SHALL EXCLUSIVELY BE CHICAGO, ILLINOIS. SUCH AWARD SHALL BE NON-APPEALBALE AND MAY BE CONFIRMED BY AN ILLINOIS STATE COURT IN COOK COUNTY, ILLINOIS OR FEDERAL COURT IN THE NORTHERN DISTRICT OF ILLINOIS WITH COMPETENT JURISDICTION.

TO THE EXTENT ALLOWED BY LAW, YOU AGREE TO IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY OR OTHER COURT TRIAL OR TO SERVE AS A CLASS REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT, CLASS ARBITRATION, CONSOLIDATION OF INDIVIDUAL ARBITRATIONS, OR OTHER PROCEEDING FILED AGAINST US AND/OR RELATED THIRD PARTIES.

Disclaimer of Warranties

TO THE FULLEST EXTENT PROVIDED BY LAW AND EXCEPT AS OTHERWISE PROVIDED HEREIN OR ON THE TOOLS, THE INFORMATION OFFERED BY NORTHWESTERN ON OR THROUGH THE TOOLS AND ANY REFERENCED THIRD-PARTY SITE ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT ALLOWED BY LAW, WE DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

TO THE FULLEST EXTENT ALLOWED BY LAW, WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF THE TOOLS, CONTENT, OR OTHER POSTED MATERIALS ON THE TOOLS IN TERMS OF ITS CORRECTNESS, ACCURACY, TIMELINESS, RELIABILITY OR OTHERWISE.

BY PROVIDING THE TOOLS, WE DO NOT IN ANY WAY PROMISE THAT IT WILL REMAIN AVAILABLE TO YOU. WE ARE ENTITLED TO TERMINATE ALL OR PART OF THE TOOLS AT ANY TIME, IN OUR SOLE DISCRETION WITHOUT NOTICE TO YOU.

Severability

If any term or provision in these Terms is found to be void, against public policy, or unenforceable by a court of competent jurisdiction and such finding or order becomes final with all appeals exhausted, then the offending provision shall be deemed modified to the extent necessary to make it valid and enforceable. If the offending provision cannot be so modified, then the same shall be deemed stricken from these Terms in its entirety and the remainder of these Terms shall survive with the said offending provision eliminated.

Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Illinois, excluding its conflicts of law rules, and the United States of America.

Assignment

We may freely assign our obligations and rights under these Terms.

Tools Availability; Modifications, Termination, Interruption and Disruptions to the Tools

WE CANNOT GUARANTEE THE TOOLS WILL BE AVAILABLE 100% OF THE TIME BECAUSE PUBLIC NETWORKS, SUCH AS THE INTERNET, OCCASIONALLY EXPERIENCE DISRUPTIONS. ALTHOUGH WE STRIVE TO PROVIDE THE MOST RELIABLE PLATFORM REASONABLY POSSIBLE, INTERRUPTIONS AND DELAYS IN ACCESSING THE TOOLS ARE UNAVOIDABLE AND WE DISCLAIM ANY LIABILITY FOR DAMAGES RESULTING FROM SUCH PROBLEMS.

You understand, agree and acknowledge that we may modify, suspend, disrupt or discontinue the Tools, any part of the Tools or the use of the Tools, whether to all users or to you specifically, at any time with or without notice to you. You agree and acknowledge that we will not be liable for any of the aforementioned actions or for any losses or damages that are caused by any of the aforementioned actions.

Changes to these Terms

You agree that we may change, update, add, or remove provisions of these Terms at any time by electronic means. Unless otherwise specified by us, all modifications to these Terms shall be effective upon posting. Therefore, you are encouraged to check these Terms frequently. The last update date of these Terms is posted at the top of these Terms. By using the Tools after such changes become effective, you agree to be bound by such changes to these Terms. If you do not agree to the changes, you must immediately terminate access to and use of the Tools.

Questions

If you have any questions or comments about these Terms or the Tools, please contact us at smart.project@northwestern.edu. You also have the right to consult with anyone of your choosing – including, but not limited to, your physician, other health care professional, and/or attorney – before accepting the terms of this agreement and waiving your rights concerning liability as described above.