Constructive Dialogue Institute Terms of Service

Please read these Terms of Service ("Terms") carefully before using the www.constructivedialogue.org website, and all other websites, web-based applications, apps, platforms, and services owned and operated by the Constructive Dialogue Institute, Inc., including, but not limited to, all transactions conducted on the website and all Constructive Dialogue Institute services provided in connection with the website (collectively, the “Services”) operated by the Constructive Dialogue Institute, Inc., a New York not-for-profit corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code (together with its affiliates, officers, directors, agents, employees, representatives, and their respective affiliates, collectively, "CDI," “we,” or “us”).

Your access to and use of the Services is conditioned upon your acceptance of and compliance with these terms. By accessing or using the Services, you signify that you have read all of the terms and conditions in, and linked to, these Terms (including the Privacy Policy), and you agree to be bound by these Terms, whether or not you use or participate in CDI's services, programs, or activities on the Services or otherwise access or use the Services. If you do not agree with all of the terms and conditions in these Terms, then you may not access or use the Services.

These Terms may be modified by CDI in its sole discretion from time to time and such modifications shall automatically become part of these Terms and shall be effective once posted by CDI on the Services (as indicated by the posted update date). Your participation and use of the Services will be subject to any such modifications. You should review the Services and these Terms from time to time for any modifications. If you do not agree with any such modifications, you must immediately terminate your registered CDI account as set forth in Section 5 of these Terms and immediately stop participating in, accessing, or using the Services.

These Terms are divided into the following sections:

LICENSE, SOFTWARE FOR OUR SERVICES
CONDUCT AND AFFILIATES
OWNERSHIP
TERM; TERMINATION
DISCLAIMERS
LIMITATION OF LIABILITY
INDEMNIFICATION
CHANGES
GOVERNING LAW
ENTIRE AGREEMENT, SEVERABILITY, ASSIGNMENT & FORCE MAJEURE

1. LICENSE, SOFTWARE FOR OUR SERVICES

The Services may enable you to access software running on our (or our vendors’) servers (collectively, “Software”). You agree that we retain the ownership of all rights, title, and interest in and to the Software. Certain Software may update automatically on your device once a new version or feature is available, and you consent to such automatic updating.

CDI gives you a personal, non-commercial, worldwide, royalty-free, non-assignable, non-transferable, and non-exclusive license to use the Software to access the Services, subject to any other terms you may agree to pursuant to a separate agreement with us. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by us, in the manner permitted by these Terms. You may not copy, modify, distribute, sell, or lease any part of our Services or Software, nor may you reverse engineer or attempt to extract the source code of the Services or Software, unless laws prohibit those restrictions, or you have our written permission.

There may be software programs contained within certain Software that have been licensed to us by third parties. The term "Software" as used herein shall refer to this third-party software except where the term “Software” is used in the context of our ownership. The same terms and conditions, including all limitations and restrictions, set forth in these Terms apply to each third-party software program contained in the Software. You acknowledge and agree that any third-party components are owned by their applicable licensors. We do not make any representations or warranties about the operation or availability of such third-party software. Neither we, nor our licensors, shall be liable for any unavailability or removal of such third-party software. We are not responsible for any communications to or from such licensors, or for the collection or use of information by such licensors. You consent to the communications enabled and/or performed by such third-party software, including automatic updating of the third-party software without further notice. You agree that such third-party software licensors are intended third-party beneficiaries under these Terms.

2. CONDUCT & AFFILIATES

A. Conduct Guidelines. Your use of the Services is subject to all applicable laws and regulations, and you are solely responsible for any comments or posts you leave on any page of the Services. By posting information on the Services, or by otherwise using any communications service, message board, newsgroup, or other interactive service available on the Services, you agree that you will not post comments, messages, links, code, or other information that:

i. is unlawful, threatening, abusive, harassing, defamatory, deceptive, fraudulent, tortious, invasive of another’s privacy, or includes graphic descriptions of sexual or violent content;
ii. victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
iii. infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party;
iv. consists of unsolicited advertising, junk or bulk email (also known as “spam”), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
v. contains any form of malicious code, files, or programs that are designed or intended to disrupt, damage, or limit the functionality of any software, hardware, or telecommunications equipment or otherwise causes damage, or allows you to obtain unauthorized access to any data or other information of any third party;
vi. breaches the security of, compromises or otherwise allows access to secured, protected or inaccessible areas of the Services, or attempts to gain access to other network or server via your account on Services; or
vii. impersonates any person or entity, including any of our employees or representatives.

B. No Endorsement. CDI neither endorses nor assumes any liability for any material uploaded or submitted by users on any part or page of the Services. Although we do not pre-screen, police, or monitor comments posted on the Services, we and our agents reserve the right to remove any and all postings that we feel do not comply with these Terms and any other rules of user conduct on our Services, or are otherwise harmful, objectionable, or inaccurate. We are not responsible for any failure or delay in removing such postings.

C. Affiliate Services and Information. The Services may redirect or link to other services, or may otherwise include references to information, products or services made available by Affiliates. While we make every effort to work with trusted, reputable providers, from time to time the Services may contain information, material, or policies that some may find inappropriate or personally objectionable. You understand that we are not responsible for the accuracy, completeness, decency, or legality of content hosted by Affiliates, nor are we responsible for errors or omissions in any references made on those services. The inclusion of such a link or reference is provided merely as a convenience and does not imply endorsement of, or association with the Services or party by us, or any warranty of any kind, either express or implied.

3. OWNERSHIP

A. Services Ownership. You acknowledge and agree that we own all legal right, title and interest in and to all other elements of the Services, and all intellectual property rights therein (including, without limitation, all art, designs, systems, methods, information, computer code, software, services, “look and feel,” organization, compilation of the content, code, data, and all other elements of the Services (collectively, the “CDI Materials”)). You acknowledge that the CDI Materials are protected by copyright, trade dress, patent, and trademark laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. All CDI Materials are the copyrighted property of CDI or its licensors, and all trademarks, service marks, and trade names associated with the Services or otherwise contained in the CDI Materials are proprietary to CDI or its licensors. Except as expressly set forth herein, your use of the Services does not grant you ownership of or any other rights with respect to any content, code, data, or other CDI Materials that you may access on or through the Services. We reserve all rights in and to the CDI Materials that are not expressly granted to you in these Terms. For the sake of clarity, you understand and agree: (a) that your use of the Services does not give you any rights or licenses in or to the CDI Materials (including, without limitation, our copyright in and to the associated art) other than those expressly contained in these Terms or in a separate agreement between you and CDI; (b) that you do not have the right, except as otherwise set forth in these Terms or in a separate agreement between you and CDI, to reproduce, distribute, or otherwise commercialize any elements of the CDI Materials (including, without limitation, any art) without our prior written consent in each case, which consent we may withhold in our sole and absolute discretion; and (c) except as may be set forth in any separate agreement between you and CDI, that you will not apply for, register, or otherwise use or attempt to use any CDI trademarks or service marks, or any confusingly similar marks, anywhere in the world without our prior written consent in each case, which consent we may withhold at our sole and absolute discretion.

4. TERMINATION

You may terminate these Terms at any time by discontinuing your access to and use of the Services. If you are participating in any online program on the Services, then you must email info@constructivedialogue.org to terminate your account. You will not receive any refunds if you cancel your account, or otherwise terminate these Terms. You agree that we, in our sole discretion and for any or no reason, may terminate these Terms and suspend and/or terminate your account(s) for the Services. You agree that any suspension or termination of your access to the Services may be without prior notice, and that we will not be liable to you or to any third party for any such suspension or termination. If we terminate these Terms or suspend or terminate your access to or use of the Services due to your breach of these Terms or any suspected fraudulent, abusive, or illegal activity, then termination of these Terms will be in addition to any other remedies we may have at law or in equity. Upon any termination or expiration of these Terms, whether by you or us, you may no longer have access to information that you have posted on the Services or that is related to your account, and you acknowledge that we will have no obligation to maintain any such information in our databases or to forward any such information to you or to any third party. Sections 2 through 11 will survive the termination or expiration of these Terms for any reason.

5. DISCLAIMERS

A. AS IS. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE SERVICES IS AT YOUR SOLE RISK, AND THAT THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE, OUR SUBSIDIARIES, AFFILIATES, AND LICENSORS MAKE NO EXPRESS WARRANTIES AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE SERVICES AND ANY PART OF IT (INCLUDING, WITHOUT LIMITATION, CDI’S WEBSITE, OR ANY EXTERNAL WEBSITES), INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CORRECTNESS, ACCURACY, OR RELIABILITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE, OUR SUBSIDIARIES, AFFILIATES, AND LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (I) YOUR ACCESS TO OR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) YOUR ACCESS TO OR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, (III) USAGE DATA PROVIDED THROUGH THE SERVICES WILL BE ACCURATE, (IV) THE SERVICES OR ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE ON OR THROUGH THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (V) THAT ANY DATA THAT YOU DISCLOSE WHEN YOU USE THE SERVICES WILL BE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

B. SECURITY RISKS. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET, AND AGREE THAT WE HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.

6. LIMITATION OF LIABILITY

A. NO LIABILITY.YOU UNDERSTAND AND AGREE THAT NONE OF US, OUR SUBSIDIARIES, AFFILIATES, OR LICENSORS WILL BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHICH YOU MAY INCUR, HOWSOEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER INTANGIBLE LOSS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

B. TOTAL LIABILITY. YOU AGREE THAT OUR TOTAL, AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR ACCESS TO OR USE OF (OR YOUR INABILITY TO ACCESS OR USE) ANY PORTION OF THE SERVICES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, IS LIMITED TO THE GREATER OF (A) THE AMOUNTS YOU ACTUALLY PAID US UNDER THESE TERMS IN THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE, OR (B) ONE HUNDRED DOLLARS ($100).

C. RISK. YOU ACKNOWLEDGE AND AGREE THAT WE HAVE MADE THE SERVICES AVAILABLE TO YOU AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, WHICH REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN THE PARTIES AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN US. WE WOULD NOT BE ABLE TO PROVIDE THE SERVICES TO YOU WITHOUT THESE LIMITATIONS.

D. JURISDICTIONS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND SOME JURISDICTIONS ALSO LIMIT DISCLAIMERS OR LIMITATIONS OF LIABILITY FOR PERSONAL INJURY FROM CONSUMER PRODUCTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO PERSONAL INJURY CLAIMS.

7. INDEMNIFICATION

You agree to hold harmless and indemnify CDI and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers, or donors from and against any claim, liability, loss, damage (actual and consequential) of any kind or nature, suit, judgment, litigation cost, and attorneys' fees arising out of or in any way related to (i) your use of the Services, (ii) your breach of these Terms, (iii) your misuse of the Services, or (iv) your violation of applicable laws, rules or regulations in connection with your access to or use of the Services. You agree that CDI will have control of the defense or settlement of any such claims.

8. CHANGES

We may make changes to the Services or these Terms from time to time. When we make changes, the updated Terms will be made available through the Services and update the “Last Updated” date at the beginning of these Terms accordingly. Please check these Terms periodically for changes. Any changes to the Agreement will apply on the date that they are made, and your continued access to or use of the Services after the Agreement has been updated will constitute your binding acceptance of the updates. If you do not agree to any revised Agreement, you must not access or use the Services.

9. GOVERNING LAW

These Terms are governed by the laws of the State of New York, USA, without regard to its choice of law or conflict of law provisions.

10. ARBITRATION

Without limiting your waiver and release in Section 6, you agree to the following:

A. Purpose. Any and all Disputes (as defined below) involving you and CDI will be resolved through individual arbitration. In arbitration, there is no judge or jury and there is less discovery and appellate review than in court. This Section 10 (the "Arbitration Provision") shall be broadly interpreted. Notwithstanding anything to the contrary in these Terms, this Section 10 does not apply to an action by either party to enjoin the infringement or misuse of its intellectual property rights, including copyright, trademark, patent or trade secret rights.

B. Definitions. The term "Dispute" means any claim or controversy related to the Services or the Software, including but not limited to any and all: (1) claims for relief and theories of liability, whether based in contract, tort, fraud, negligence, statute, regulation, ordinance, or otherwise; (2) claims that arose before these Terms or any prior agreement; (3) claims that arise after the expiration or termination of these Terms; and (4) claims that are currently the subject of purported class action litigation in which you are not a member of a certified class. As used in this Arbitration Provision, "CDI" means CDI and any of its predecessors, successors, assigns, parents, subsidiaries and affiliated companies and each of their respective officers, directors, employees and agents, and “you” means you and any users or beneficiaries of your access to the Services or the Software.

C. Initiation of Arbitration Proceeding/Selection of Arbitrator. The party initiating the arbitration proceeding may open a case with JAMS, formerly Judicial Arbitration and Mediation Services, Inc., (“JAMS”) by visiting its website (www.jamsadr.com) or calling its toll-free number (1-800-352-5267). You may deliver any required or desired notice to CDI by mail to 244 Madison Avenue, #1098, New York, NY 10016.

D. Right to Sue in Small Claims Court. Notwithstanding anything in this Arbitration Provision to the contrary, either you or CDI may bring an individual action in a small claims court in the area where you access the Services if the claim is not aggregated with the claim of any other person and if the amount in controversy is properly within the jurisdiction of the small claims court.

E. Arbitration Procedures. This Arbitration Provision shall be governed by the Federal Arbitration Act. Arbitrations shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures (the “JAMS Rules”) as modified by the version of this Arbitration Provision that is in effect when you notify CDI about your Dispute. You can obtain the JAMS Rules from the JAMS by visiting its website (www.jamsadr.com) or calling its toll-free number (1-800-352-5267). If there is a conflict between this Arbitration Provision and the rest of these Terms, this Arbitration Provision shall govern. If there is a conflict between this Arbitration Provision and the JAMS rules, this Arbitration Provision shall govern. If JAMS will not administer a proceeding under this Arbitration Provision as written, the parties shall agree on a substitute arbitration organization. If the parties cannot agree, the parties shall mutually petition a court of appropriate jurisdiction to appoint an arbitration organization that will administer a proceeding under this Arbitration Provision as written applying the JAMS Rules. A single arbitrator will resolve the Dispute. Unless you and CDI agree otherwise, any arbitration hearing will take place in New York, NY. The arbitrator will honor claims of privilege recognized by law and will take reasonable steps to protect customer account information and other confidential or proprietary information. The arbitrator shall issue a reasoned written decision that explains the arbitrator’s essential findings and conclusions. The arbitrator’s award may be entered in any court having jurisdiction over the parties only if necessary for purposes of enforcing the arbitrator’s award. An arbitrator’s award that has been fully satisfied shall not be entered in any court.

F. Waiver of Class Actions and Collective Relief. THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY CLAIMS TO BE ARBITRATED OR LITIGATED ON A CLASS ACTION, JOINT OR CONSOLIDATED BASIS OR ON BASES INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC (SUCH AS A PRIVATE ATTORNEY GENERAL), OTHER SUBSCRIBERS, OR OTHER PERSONS. THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT INDIVIDUAL PARTY’S CLAIM. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

G. Arbitration Fees and Costs. If your claim seeks more than $75,000 in the aggregate, the payment of the JAMS’s fees and costs will be governed by the JAMS Rules. If your claims seek less than $75,000 in the aggregate, the payment of the JAMS’s fees and costs will be CDI’s responsibility. However, if the arbitrator finds that your Dispute was frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), the payment of the JAMS’s fees and costs shall be governed by the JAMS Rules and you shall reimburse CDI for all fees and costs that were your obligation to pay under the JAMS Rules. You may hire an attorney to represent you in arbitration. You are responsible for your attorneys’ fees and additional costs and may only recover your attorneys’ fees and costs in the arbitration to the extent that you could in court if the arbitration is decided in your favor. Notwithstanding anything in this Arbitration Provision to the contrary, CDI will pay all fees and costs that it is required by law to pay.

H. Severability and Waiver of Jury Trial. If any part of subsection (f) of this Arbitration Provision is found to be illegal or unenforceable, the entire Arbitration provision will be unenforceable and the Dispute will be decided by a court. WHETHER IN COURT OR IN ARBITRATION, YOU AND CDI AGREE TO WAIVE THE RIGHT TO A TRIAL BY JURY TO THE FULLEST EXTENT ALLOWED BY LAW. If any other clause in this Arbitration Provision is found to be illegal or unenforceable, that clause will be severed from this Arbitration Provision and the remainder of this Arbitration Provision will be given full force and effect.

I. Continuation. This Arbitration Provision will survive the termination or expiration of these Terms.

11. ENTIRE AGREEMENT, SEVERABILITY & ASSIGNMENT

A. Entire Agreement & Severability. These Terms, along with our Privacy Policy, accepted upon your access and use of the Services affirmed by becoming a user, contains the entire agreement between you and CDI regarding the use of the Services. These Terms may not be orally amended. If any provision of these Terms are held invalid, the remainder of these Terms shall continue in full force and effect.

B. Assignment. These Terms will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and permitted assigns. We have the right to delegate, assign and otherwise transfer any or all of our rights and duties under these Terms. Neither the course of conduct between parties nor trade practice shall act to modify any provision of these Terms. All rights not expressly granted herein are hereby reserved. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

C. Contact. Please contact us at info@constructivedialogue.org with any questions regarding these Terms.

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