Last updated on October 5, 2022.
- THIS AGREEMENT
1.1. These Terms and Conditions (the “Agreement”) constitute a legally binding contract between you and The Cutchins Program for Children & Families, Inc., (incorporated and registered in Massachusetts) at 78 Pomeroy Terrace, Northampton, MA 01060, USA (“CPCF” “we” or “us”).
1.2. This Agreement applies to our website (https://cutchins.org/) and to events, workshops, newsletters, and other non-clinical services (collectively, the “Website”). CPCF’s provision of residential, educational, community based, or outpatient mental health counseling services (collectively, the “Services”) may require you to enter into to a separate written agreement during the applicable patient application and registration process.
1.3. This Agreement will bind both you and CPCF after you use any of the Website. If you do not agree to this Agreement, do not use the Website.
1.4. We may change this Agreement at our discretion, including as needed to reflect changes in our Website or in response to any change in applicable laws. If we do, we will strive to make the updated version of the Agreement available for review online before it takes effect, but circumstances may require that it become immediately binding upon you. For more information about this Agreement, or any changes hereto, please reach out to us at firstname.lastname@example.org If you do not agree to this Agreement (as may be updated from time to time) then you shall immediately cease using the Website.
- LICENSE, NOT OWNERSHIP
2.1. To enjoy the Website, you may be required to create one or more accounts with CPCF or our third-party partners (for example, before registering for our walk/run events). You are responsible for protecting your account login credentials. CPCF reserves the right, to be determined in our sole discretion, to disable any account if we suspect that such account has breached this Agreement or other applicable rules.
2.2. The Website is primarily intended to be used by parents and caregivers as a source of information regarding the us and our Services. All users must be at least eighteen (18) years old to use the Website. If you are under the age of eighteen, please ask your parent or guardian to review and approve this Agreement and to supervise your use of the Website.
2.3. You are responsible for maintaining reasonably appropriate hardware and Internet access before using the Website.
2.4. We may patch, update, or change the Website over time to add, remove or improve features, to fix bugs, or for other reasons.
- ACCESS TO THE WEBSITE AND SERVICES
As mentioned above, you may be required to enter into additional agreements before you can enjoy full access to the Website or the Services. The Website is offered on an ‘as is’ and ‘as available’ basis. Because the Website is offered via the Internet, there may be outages or downtime that are the result of factors that fall outside CPCF’s control. CPCF shall not be responsible or liable for any outages or other periods of inaccessibility of the Website.
- CPCF RULES
By using the Website, you agree to comply with the following rules (the “Rules”), a violation of which could result in suspension or revocation (temporary or permanent) of your access to the Website (or the Services):
a. Do not attempt to sell, lease, rent, sublicense, copy, distribute, publish, or publicly display the Website or the Services or any of your rights under this Agreement to any other party in any way not expressly authorized under this Agreement.
b. Do not modify, recreate, distribute, translate, reverse engineer, or attempt to obtain or use source code of, decompile or disassemble the Website unless otherwise permitted under applicable law.
c. Do not hack, harm, harass, threaten, or misuse the Website or any users thereof.
d. Do not deliberately or maliciously interrupt or interfere with the Website.
e. Do not interfere with or otherwise intentionally disrupt CPCF, the Website, the Services, or use the Website to undertake any of the foregoing to any third-party network software or servers, including via tunneling, code injection or insertion, denial of service, modifying or changing the Website.
f. Do not attempt to access any restricted portion of the CPCF servers that require credentials that are not yours.
g. You shall not intercept, mine, harvest, gather or otherwise collect data or information from the Website, including by deploying any third-party software.
h. You shall not use the CPCF name or its associated logos or trademarks for any commercial purpose, unless otherwise permitted under applicable law.
i. Do not use the Website to infringe upon any intellectual property rights or personal rights (including but not limited to rights of privacy, likeness, or publicity). Any content that you provide to CPCF, such as images, photographs, text, and any other material or information, shall be wholly your own original content and it shall not infringe upon any copyright, trademark, patent, trade secret.
j. You shall not post or upload any files that contain any malicious code or viruses, including but not limited to spyware, Trojan horses, worms, time bombs, intentionally corrupted data, or anything that might reasonably be expected to damage or interfere with the operation of the Website.
k. You shall not use the Website to perpetrate any racist, harassing, xenophobic, sexist, homophobic, transphobic, discriminatory, abusive, defamatory, or otherwise offensive or illegal behavior.
- INTELLECTUAL PROPERTY RIGHTS
The Website, including (but not limited to) all visual elements, items, music, graphics, trademarks, computer code, user interface, look and feel, video, text, layout, databases, data, templates, and all other content and all intellectual property and other legal and exploitation rights regarding them, are either owned by CPCF or used under license. All rights in the Website are reserved except as otherwise set forth in this Agreement. CPCF owns all right, title, and interest in and to the Website and all intellectual property rights therein, except as licensed by third parties or as otherwise used by permission.
- WARRANTIES AND LIABILITY
6.1 CPCF represents and warrants that: (i) we have the right to enter into this Agreement; (ii) we will use reasonable care with respect to the Website; and (iii) we will take reasonable steps to comply with applicable laws under this Agreement.
6.2. You represent and warrant to CPCF that you have the full power, right, and authority to enter into this Agreement and will follow fully its terms.
6.3. The following sections shall not apply to you if you are a resident in the European Union or countries whose laws specifically prohibit the following liability limitations, but it shall apply to you if you are a resident of any jurisdiction where limitations of liability are enforceable, (including residents of the USA):
(I) DISCLAIMERS. CPCF AND ITS AFFILIATES, PARTNERS AND LICENSORS DISCLAIM ANY IMPLIED OR EXPRESS WARRANTIES OR REPRESENTATIONS REGARDING THE WEBSITE AND THE SERVICES. THIS INCLUDES WITHOUT LIMITATION ANY ALLEGATIONS OF: (I) NEGLIGENCE; OR (II) LACK OF SATISFACTORY QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; OR (III) THE EXISTENCE OF ANY FAULTS, ERRORS, OR BUGS; OR (IV) INFRINGEMENT OF ANY THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS. THE WEBSITE AND SERVICES ARE OTHERWISE PROVIDED TO YOU ON AN "AS IS", “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CPCF DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WHICH MIGHT APPLY TO THE WEBSITE OR THE SERVICES, INCLUDING WITHOUT LIMITATION: IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING OR COURSE OF PERFORMANCE OR USAGE OF TRADE, FREEDOM FROM VIRUSES OR ERRORS OR DEFECTS, AND/OR ANY WARRANTIES AS TO THE ACCURACY, LEGALITY, RELIABILITY OR QUALITY OF ANY CONTENT OR INFORMATION CONTAINED WITHIN THE WEBSITE OR THE SERVICES. WE DO NOT WARRANT THAT THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THEY WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
(II) LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CPCF, ITS AFFILIATES, PARTNERS AND LICENSORS SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR HARM OF ANY KIND ARISING FROM THE USE OR INABILITY TO USE OR ‘LOSS’ RELATING TO THE WEBSITE OR THE SERVICES. CPCF, ITS AFFILIATES, PARTNERS AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OR ANY OTHER DAMAGES ARISING OUT OF OR CONNECTED WITH THE SAME. THIS INCLUDES DAMAGES SUFFERED BECAUSE THE WEBSITE OR SERVICES ARE INACCESSIBLE (WHETHER TEMPORARILY OR PERMANENTLY). NONE OF THE ABOVE WILL BE AFFECTED IN ANY WAY EVEN IF CPCF OR ITS AFFILIATES, PARTNERS OR LICENSORS ARE AT FAULT (WHETHER THROUGH NEGLIGENCE, BREACH OF CONTRACT, BREACH OF WARRANTY OR STRICT LIABILITY) AND EVEN WITH PRIOR NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.
(III) CAP ON LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OUR TOTAL LIABILITY TO YOU IN CONNECTION WITH THE WEBSITE OR THIS AGREEMENT EXCEED AN AMOUNT EQUAL TO THE TOTAL AMOUNT YOU HAVE ACTUALLY PAID TO CPCF (IF ANY) IN CONNECTION WITH THE SERVICES.
(IV) INDEMNIFICATION. YOU AGREE TO INDEMNIFY AND HOLD HARMLESS ON DEMAND CPCF, ITS AFFILIATES, LICENSORS AND PARTNERS FROM ALL LIABILITIES, CLAIMS AND EXPENSES, INCLUDING LEGAL FEES, IN CONNECTION WITH: (1) ANY ALLEGED OR ACTUAL BREACH OF THIS AGREEMENT; (2) THE USE OF THE WEBSITE OR SERVICES BY YOU OR ANY PERSON ON YOUR BEHALF; (3) INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHER PROPERTY OF CPCF. TO THE EXTENT THAT ANY CLAIMS ARE BROUGHT AGAINST US, YOU SHALL COOPERATE FULLY WITH US AND WE RESERVE THE RIGHT TO TAKE OVER THE CONTROL OF THE DEFENSE. YOU SHALL NOT SETTLE ANY SUCH CLAIMS WITHOUT OUR PRIOR WRITTEN CONSENT IN EACH INSTANCE.
(V) INJUNCTION. YOU AGREE THAT, TO THE EXTENT THAT YOU SHOULD SUFFER ANY LOSS, DAMAGE OR OTHER HARM WITH RESPECT TO THE WEBSITE OR SERVICES OR THIS AGREEMENT, YOU SHALL ONLY BE ENTITLED TO SEEK LEGAL REMEDIES AGAINST US, AND YOU HEREBY WAIVE YOUR RIGHT TO SEEK OR OTHERWISE ENFORCE ANY EQUITABLE RELIEF AGAINST US.
(VI) CALIFORNIA RESIDENTS. If you are a resident of the state of California you are entitled to the following specific consumer rights information: you may contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs by mail at 400 R St., Suite 1080, Sacramento, California, 95814, or by telephone at 916-445-1254. California residents expressly agree to waive California Civil Code Sec. 1542, which states: “A general release does not extend the claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
7.1. You may terminate this Agreement by permanently ceasing all use of the Website at any time, with the intent to refrain from using the Website again.
7.2. We may cancel or suspend (temporarily or permanently) your access to the Website if you materially breach this Agreement. If CPCF decides to permanently discontinue the Website, then we will endeavor to provide at least thirty (30) days’ notice by posting a corresponding notice or update on our Website. Upon the expiration of that notice period, we shall have no obligation or liability to you, except as may otherwise be set forth in any applicable agreements.
- FORCE MAJEURE
8.1. An event of Force Majeure will suspend and/or excuse any performance (or non-performance) by either party arising out of this Agreement.
“Force Majeure” shall mean any event, act, omission, or accident beyond the reasonable control of either party that prevents it from performing any of its obligations under this Agreement, including but not limited to strikes, lock-outs or other industrial disputes (other than any such dispute involving the workforce of the affected party), nuclear accident or acts of God, war or terrorist activity, riot, civil commotion, malicious damage (excluding malicious damage involving the employees of the affected party or its sub-contractors), compliance with any law or governmental order, rule, regulation or direction, industrial action by employees of any providers of electrical power, failure of technical facilities, hacking, denial of service or other IT attack, deployment of IT virus malware or similar technology, pandemic, fire, flood, or storm or default of suppliers or sub-contractors.
- GOVERNING LAW
9.1. To the extent not covered by the Dispute Resolution and Arbitration provision below, you and we agree that your use of the Website, the Services, and this Agreement, and any issues arising out of them, will be deemed to be entered into in Springfield, Massachusetts and governed by and interpreted according to the laws of the Commonwealth of Massachusetts, USA (and, if applicable, US Federal law) without regard to choice of law principles. To the extent not covered by the Dispute Resolution and Arbitration language below, all legal claims by you against CPCF shall be made exclusively in state or federal court located in Springfield, Massachusetts, which will have subject matter jurisdiction regarding the dispute between you and us and therefore we both irrevocably consent to the exclusive jurisdiction of those courts. Moreover, you waive all right to argue that the state and federal courts in Springfield, Massachusetts are an improper venue. The Parties agree that any claims will be adjudicated on an individual basis, and each waives the right to participate in a class, collective, or other joint action with respect to the claims. The prevailing party to any legal dispute shall be entitled to recover their own reasonable legal fees. Parties and witnesses residing more than forty (40) miles from the venue of such court shall be permitted to testify telephonically, or via such other audio-visual means as the court may approve.
- DISPUTE RESOLUTION AND BINDING ARBITRATION
10.1. We hope to resolve any issues that you bring to our attention (sent to email@example.com) quickly, efficiently, and in good faith. As CPCF’s email servers may filter out suspected spam emails, if you do not receive a response to your dispute notice within three (3) days, then please send us written notice to the address listed above. To the extent that we are unable to reasonably resolve any particular dispute informally after a period of thirty (30) days from the date when CPCF actually receives your dispute notice, then both parties agree to resolve all disputes and claims arising out of or related to this Agreement or the Services on an individual basis through binding arbitration. YOU IRREVOCABLY AGREE TO WAIVE YOUR RIGHT TO A JURY TRIAL AND AGREE TO RESOLVE ALL MATERIAL DISPUTES THROUGH BINDING ARBITRATION. The US Federal Arbitration Act and federal arbitration law applies to this agreement. Arbitration shall be conducted only on an individual basis and not as a class, consolidated or representative arbitration.
10.2 Either party may invoke arbitration by filing an arbitration demand with JAMS (using JAMS’ Streamlined Rules & Procedures) that reasonably identifies their claim(s) and the corresponding remedy sought. Notice sent to CPCF must be sent by mail and by email. Claims may be brought at any JAMS location within the United States. Parties and witnesses residing more than forty (40) miles from the site of such arbitration may testify telephonically, or via such other audio-visual means as the arbitrator may approve.
10.3 The arbitration shall be governed by JAMS’ Streamlined Arbitration Rules and Procedures (available at https://www.jamsadr.com/rules-streamlined-arbitration/), as modified by this Agreement.
The arbitration shall be conducted in the English language, by a single arbitrator with substantial applicable experience and selected pursuant to JAMS rules. Judgment upon an award rendered by the arbitrator may be entered into any court having jurisdiction.
10.4. The above-described dispute resolution and arbitration requirements do not apply to claims or disputes that relate to claims of intellectual property rights infringement or claims of CPCF’s use, piracy, theft, or misappropriation.
10.5. You and CPCF agree that, regardless of any statute or law to the contrary, any claim arising out of or related to the Services must be made within one (1) year after the claim arose; otherwise, such claim is permanently barred. You agree that these dispute resolution and binding arbitration provisions will survive any termination of this Agreement or the Services.
10.6 To the maximum extent permitted by the applicable state or federal law, neither party to this Agreement shall, under any circumstances, bring or participate in any class or representative action, private attorney general action or collective arbitration in relation to the Website, the Services, or this Agreement.
Sections 1, 2, 4, 5, 6, 9, 10, 11, and 12 shall survive the termination of these Terms and Conditions together with any other provision that is expressly or impliedly intended to survive termination.
If any part of this Agreement is found to be unenforceable, then all other portions of this Agreement shall remain undisturbed and in full effect. This Agreement governs our relationship with you, your minor children, your successors and permitted assigns, but it does not create rights for any other third party. CPCF may freely assign, subcontract, or transfer this Agreement to a third party for any reason, including as part of any reorganization or merger or for other business reasons. You may not transfer or assign this Agreement without the prior express written consent of CPCF in each instance. If CPCF fails to enforce any of its rights under this Agreement, such failure shall not constitute any waiver of that or any other right or remedy, nor will it bar or otherwise restrict CPCF’s future exercise of that same right. Nothing in this Agreement shall create or imply any exclusive relationship between the parties, nor any partnership, joint venture, employment, or agency.