Terms & Conditions
1. Subscription - You are receiving a non-exclusive, non-transferable, non-assignable, terminable subscription to use the Jobulator Service, including Jobulator Mobile (collectively, "Jobulator"), an exclusive service of Frontline Technologies Group LLC DBA Frontline Education (“Frontline"), as a personal job notification & acceptance tool. In consideration for the receipt of the Jobulator subscription, you agree to be bound by these terms and conditions.
2. Account Set-Up - You agree to: (a) provide true, accurate, current, and complete information when registering to use the Application and establishing your account ("Registration Information") and (b) maintain and promptly update the Registration Information to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, not current, or incomplete, or Frontline has reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, Frontline may suspend or terminate your account. You are entirely responsible for maintaining the confidentiality of any passwords and any usage and activities that occur in connection with your account. You agree not to allow others to access your account or utilize your password.
3. Free Trial - Your free trial of Jobulator begins immediately upon signing up for the free trial and continues through the following fourteen (14) days ("Free Trial"), and will automatically convert into a paid subscription unless sooner terminated by you or by Frontline.
4. Paid Subscription - To purchase a paid subscription to Jobulator, you would permit automatic payment to be made electronically with a valid credit card in the manner approved by Frontline. The term of your paid subscription begins on the day your Free Trial expires; your membership will automatically convert into a paid account unless canceled before the end of your trial. Yearly membership shall continue for three hundred sixty-five (365) days from that date and will auto renew unless sooner terminated by you or Frontline. Monthly memberships will be valid for one calendar month from your start date and will auto renew unless sooner terminated by you or Frontline. Your subscription fee is non-refundable in all events, regardless of termination of the Jobulator service by you or by Frontline for any reason. Frontline reserves the right to change the subscription fee for any renewal subscription. Frontline shall not be responsible for any damages or liability if you did not receive renewal notification for any reason.
5. Jobulator Assistance - Frontline will make commercially reasonable efforts to provide you with assistance by e-mail in the initial installation and set-up of Jobulator; and e-mail support regarding the use of Jobulator during the term of your subscription, during normal EST business hours Monday through Friday.
You should not use Jobulator Mobile while you are operating a motor vehicle. You are solely responsible for observing safe driving, biking and walking practices, and assume total responsibility of risk while utilizing the Jobulator service.
7. Disclaimer of Warranty - JOBULATOR IS PROVIDED ON AN "AS AVAILABLE," "AS IS" BASIS. FRONTLINE EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY, QUIET ENJOYMENT, SATISFACTORY QUALITY AND FITNESS FOR ANY PARTICULAR PURPOSE. Upon the termination of your Jobulator subscription for any reason, the provisions of this section shall survive termination and continue in full force and effect.
WITH RESPECT TO JOBULATOR MOBILE, YOUR WIRELESS CARRIER, THE MANUFACTURER AND RETAILER OF YOUR MOBILE DEVICE, THE DEVELOPER OF THE OPERATING SYSTEM FOR YOUR MOBILE DEVICE, APPLE'S PUSH NOTIFICATION SERVICE AND THE OPERATOR OF ANY APPLICATION STORE OR SIMILAR SERVICE THROUGH WHICH YOU OBTAIN JOBULATOR (COLLECTIVELY, THE "THIRD PARTIES") ARE NOT PARTIES TO THIS AGREEMENT AND THEY DO NOT OWN AND ARE NOT RESPONSIBLE FOR JOBULATOR. YOU AGREE (I) THE THIRD PARTIES DISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED, WITH RESPECT TO JOBULATOR, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, PUSH NOTIFICATION DELIVERY, QUIET ENJOYMENT, QUALITY OF INFORMATION, AND FITNESS FOR A PARTICULAR PURPOSE; (II) IN NO EVENT WILL THE THIRD PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) ARISING OUT OF THIS AGREEMENT OR JOBULATOR, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES; (III) IN ANY EVENT, THE MAXIMUM LIABILITY OF ANY THIRD PARTY FOR ALL CLAIMS (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) OF EVERY KIND WILL IN NOT EXCEED TEN DOLLARS ($10.00); AND (IV) YOU WAIVE ANY AND ALL CLAIMS, NOW KNOWN OR LATER DISCOVERED, THAT YOU MAY HAVE AGAINST THE THIRD PARTIES ARISING OUT OF JOBULATOR AND THIS AGREEMENT.
8. Limitation of Liability - IN NO EVENT WILL FRONTLINE, OR ITS AFFILIATES, EMPLOYEES, AGENTS, REPRESENTATIVES, ATTORNEYS, OFFICERS AND DIRECTORS, BE LIABLE TO YOU FOR ANY LOSS, DAMAGES, CLAIMS OR COSTS WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES, ANY LOST PROFITS OR LOST SAVINGS, ANY LOST EMPLOYMENT OPPORTUNITIES, ANY DAMAGES RESULTING FROM ANY FAILURE TO MEET A DUTY OF CARE, OR CLAIMS BY A THIRD PARTY. WITHOUT LIMITATION TO THE FOREGOING, THE AGGREGATE LIABILITY OF FRONTLINE, OR ITS AFFILIATES, EMPLOYEES, AGENTS, REPRESENTATIVES, ATTORNEYS, OFFICERS AND DIRECTORS, IN CONNECTION WITH JOBULATOR WILL BE LIMITED TO THE AMOUNT YOU PAID FOR A ONE-YEAR OR ONE-MONTH SUBSCRIPTION, DEPENDING ON THE SUBSCRIPTION, TO JOBULATOR. Upon the termination of your Jobulator subscription for any reason, the provisions of this section shall survive termination and continue in full force and effect.
10. Public Disclosure and Marketing - You grant Frontline the right to publically disclose the fact that you are using Jobulator; and to market other products, services and employment opportunities directly to you; provided, however, Frontline shall not sell your information to any third party for their marketing or advertising purposes.
11. Copyright and Trademarks - You acknowledge that all right, title, trademarks and copyrights in and pertaining to Jobulator and related materials and aggregate data are the intellectual property of and are owned by Frontline; and that the structure, organization and code of Jobulator are the valuable trade secrets and confidential information of Frontline and/or its affiliated companies and protected by law, including but not limited to the copyright and trademark laws of the United States. Except as expressly stated herein, this subscription does not grant you any intellectual property rights in Jobulator and all rights not expressly granted are reserved by Frontline and/or its affiliated companies.
12. E-mail Consent - As part of your account activation process, you may elect to receive various notices in the form of e-mail messages. By making the election, you expressly agree and consent to receive these messages.
13. Location-Enabled Features - The mapping functionality made available in the Jobulator Mobile Application uses your phone/mobile device's native mapping application. Data used by all parts of Jobulator are managed by the Frontline Absence Management (formerly Aesop) customer (district). Please contact the appropriate Absence Management Administrator (for the district) if you identify any discrepancies. You must exercise your own judgment as to the adequacy and appropriateness of the information. All location-based information is provided entirely "as-is," without warranties of any kind.
15. Governing Law, Venue and Equitable Remedies - Your subscription shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania other than the provisions thereof relating to the conflict of laws. Any dispute between yourself and Frontline, may, at Frontline's option, be resolved in the Court of Common Pleas of Berks County, Pennsylvania, or in the United States District Court for the Eastern District of Pennsylvania. You agree that money damages would not be a sufficient remedy for any breach of these terms and conditions, and that, in addition to all other remedies, Frontline shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach.
Frontline Technologies Group LLC dba Frontline Education Terms of Service
PLEASE READ THIS TERMS OF SERVICE AGREEMENT (THE “AGREEMENT”) CAREFULLY. This Agreement governs your access to and use of the products, services and resources available on the services (each a “SERVICE” and collectively, the “SERVICES”) provided by Frontline Technologies Group LLC dba Frontline Education (“FRONTLINE”).
BY ACCESSING OR USING ANY SERVICE or CLICKING ON THE “I ACCEPT” BUTTON, YOU REPRESENT THAT (1) YOU HAVE READ AND AGREE TO BE BOUND BY THIS AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH FRONTLINE, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY OR ON BEHALF OF THE ENTITY That you are using the SERvice (e.g., YOUR EMPLOYER). IF you have ENTERED INTO A SEPARATE WRITTEN AGREEMENT WITH FRONTLINE GOVERNING your use of the SERVICES (A “FRONTLINE CUSTOMER AGREEMENT”), THE TERMS OF SUCH FRONTLINE CUSTOMER AGREEMENT, AND NOT THIS AGREEMENT, WILL GOVERN YOUR RELATIONSHIP WITH FRONTLINE.
The communications between you and Frontline use electronic means, whether you access any Service or send Frontline e-mails, or whether Frontline posts notices on Frontline Technology or communicates with you via e-mail. For contractual purposes AND UNLESS THE PARTIES HAVE ENTERED INTO A FRONTLINE CUSTOMER AGREEMENT, you (1) consent to receive communications from Frontline in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Frontline provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. Therefore, in accordance with the provisions of SECTion 8.2, the provisions of this agreement prevail and no terms contained in any purchase order other the SERVICES ordered and the price to be paid, will have any force or effect. The foregoing does not affect your statutory rights.
THE TERM “YOU” REFERS TO ANY INDIVIDUAL USING THE SERVICES on his or her own behalf OR, if any individual is using the services on behalf of an entity (e.g., an employer), to the applicable entity. Frontline and you are sometimes referred to herein, individually, as a “Party” and, collectively, the “Parties.” THIS AGREEMENT IS EFFECTIVE AS OF THE DATE ON WHICH YOU FIRST ACCESS OR USE ANY SERVICE OR CLICK ON THE “I ACCEPT” BUTTON (THE “EFFECTIVE DATE”). IF YOU DO NOT AGREE TO BE BOUND BY THE AGREEMENT, YOU MAY NOT ACCESS OR USE THE SERVICES.
PLEASE BE AWARE THAT SECTION 16 OF THIS AGREEMENT, BELOW, CONTAINS PROVISIONS GOVERNING HOW CLAIMS THAT YOU AND FRONTLINE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING ANY CLAIMS THAT AROSE PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS.
ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO YOUR USE OF THE SITE WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED FROM THIS AGREEMENT.
Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in the Agreement or will be presented to you for your acceptance when you sign up to use the supplemental Service. If the Agreement is inconsistent with the Supplemental Terms, the Supplemental Terms will control with respect to such Service.
PLEASE NOTE THAT THE TERMS OF THIS AGREEMENT ARE SUBJECT TO CHANGE BY FRONTLINE IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, Frontline will make a new copy of the Agreement available within, or through, the affected Service or through any other method that we think is appropriate. If Frontline makes any material changes, and you have registered with Frontline to create an Account (as defined in Section 2.1 below) Frontline will also send an e-mail to you at the last e-mail address you provided to Frontline pursuant to the Agreement. Any changes to the Agreement will be effective immediately, and Frontline may require you to provide consent to the updated Agreement in a specified manner before further use of any Service is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you must stop using the Services. Otherwise, your continued use of any Service constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE SERVICE TO VIEW THE THEN-CURRENT AGREEMENT
- Use of the Services and Frontline Technology
- Access Grant. Subject to the terms and conditions set forth in this Agreement, Frontline hereby grants you a non-exclusive, non-transferable right to access the Service to which you have been provided Access Credentials (as defined in Section 2.3 below) by Frontline, your employer or any entity that is party to an agreement with Frontline for use of the applicable Service and the technical manuals, instructions, user information, training materials, and other documentation that accompany the Service and contain its technical specifications, as may be amended from time to time (“Documentation”) solely for internal use in the ordinary course of your or your employer’s business, as applicable. All rights, title and interest to the Services, the software and technology underlying the Services, the Documentation and any other materials provided by Frontline (collectively, “Frontline Technology”) are expressly reserved and retained by Frontline or its licensors, including any program or other application that is designed to integrate and be used with the Services, whether or not developed independently by Frontline, and all improvements, modifications and intellectual property rights therein. You will not (i) transfer, assign, export, or sublicense the Frontline Technology except as specifically set forth herein, or its license rights thereto, to any other person, organization or entity, including through rental, timesharing, service bureau, subscription, hosting, or outsourcing the Frontline Technology (whether or not such sublicense, hosting or outsourcing is by you or for you or your employer, as applicable); (ii) attempt to create any derivative version thereof; (iii) remove or modify any marking or notice on or displayed through the Frontline Technology, including those related to Frontline’s or its licensors’ proprietary rights in and to any of the Frontline Technology; or (iv) de-compile, decrypt, reverse engineer, disassemble, or otherwise reduce any software to human-readable form. Without limiting the foregoing, you may not sublicense, outsource or otherwise grant access to the Frontline Technology to any third party vendor without Frontline’s prior written consent.
- Registering Your Account. In order to access any Service, you may be required to become a Registered User. For purposes of the Agreement, a “Registered User” is a user who has registered an account through a particular Service (“Account”).
- Registration Data.In registering an account through a Service, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (1) at least thirteen (13) years old; (2) of legal age to form a binding contract; and (3) not a person barred from using Frontline Technology under the laws of the United States, your place of residence or any other applicable jurisdiction. If you provide any information that is untrue, inaccurate, not current or incomplete, or Frontline has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Frontline has the right to suspend or terminate your Account and refuse any and all current or future use of Frontline Technology (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you will not have more than one Account at any given time. Frontline reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use Frontline Technology if you have been previously removed by Frontline, or if you have been previously banned from any of Frontline Technology. By providing your cellphone number and using the Services, you hereby affirmatively consent to our use of your cellphone number for calls and texts in order to perform and improve upon the Services. Frontline will not assess and charge for any calls or texts, but standard message charges or other charged from your wireless carrier may apply. You may opt out of receiving text messages from us by emailing firstname.lastname@example.org.
- Access Credentials.You may not share your Account or password (collectively, your “Access Credentials”) with anyone, and you agree to (i) notify Frontline immediately of any unauthorized use of your Access Credentials or any other breach of security; and (ii) exit from your Account at the end of each session. You are responsible for all activities that occur under your Access Credentials. You agree that you will monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of Frontline Technology by minors.
- Your Account.Notwithstanding anything to the contrary herein, you acknowledge and agree that you will have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and will forever be owned by and inure to the benefit of Frontline.
- Necessary Equipment and Software.You must provide all equipment and software necessary to connect to Frontline Technology. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing Frontline Technology.
User Content. The Frontline Technology may enable you to provide, upload, link to, transmit, display, store, process and otherwise use text, files, images, graphics, illustrations, information, data (including Personal Data as that term is defined in applicable laws), audio, video, photographs and other content and material in any format (collectively, “User Content”) in connection with the Frontline Technology. You acknowledge that Frontline has no obligation to pre-screen User Content, although Frontline reserves the right in its sole discretion to pre-screen, refuse or remove any User Content. By entering into this Agreement, you hereby provide your irrevocable consent to such monitoring. You will have the sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and ownership of all of User Content. You will provide any notices and obtain any consents (including consent of any parent or guardian for any minor) related to your use of the Services and Frontline’s provision of the Services, including those related to the collection, use, processing, transfer and disclosure of Personal Data. You acknowledge and agree that you must properly enter data, information and other User Content and configure settings within the applicable Service(s) in order for such Service(s) to operate properly. You will verify the accuracy of any of the User Content, forms, workflow and configuration settings entered on the Services. Frontline will not have any liability arising from the inaccuracy of scoring, completeness, use of or reliance on the information contained in the extract of data from any Service under this Agreement. In the event that Frontline pre-screens, refuses or removes any User Content, you acknowledge that Frontline will do so for Frontline’s benefit, not yours. Without limiting the foregoing, Frontline will have the right to remove any User Content that violates the Terms or is otherwise objectionable. You assume the sole responsibility for the selection of the Services to achieve your intended results, the use of the Services, and the results attained from such selection and use. You represent and warrant that you are the owner of the User Content, or have obtained permission for such use from the owner of the User Content, including evaluation frameworks and/or rubrics uploaded into or using the Services. As to any content or data made available to Frontline, you represent that you have notified and obtained consent from all necessary persons (including parents, students, teachers, interns, aides, principals, other administrative personnel, and classroom visitors), and have taken all other actions that may be necessary to ensure that use of the products, services, or related materials provided or produced hereunder complies with all applicable laws and regulations as well as school or district policies.
Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Frontline by any means and in any medium (“Feedback”) is at your own risk and that Frontline has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Frontline a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of Frontline Technology.
Integration. You may, with or without Frontline’s assistance, integrate or otherwise use the Services in connection with third party courseware, training, and other information and materials of third parties (“Third Party Materials”) and Frontline may make certain Third Party Materials available in connection with the Services. You acknowledge and agree that (a) Frontline is authorized to provide User Content to a speciﬁed third party or permit such third party to have access to User Content in connection with the Third Party Materials; and (b) Frontline does not control and is not responsible for, does not warrant, support, or make any representations regarding (i) Third Party Materials, (ii) User Content provided in connection with such Third Party Materials, including a third party’s storage, use or misuse of User Content or (iii) your uninterrupted access to Third Party Materials. You understand that the use of any Service may involve the transmission of User Content over the Internet and over various networks, only part of which may be owned or operated by Frontline, and that Frontline takes no responsibility for data that is lost, altered, intercepted, or stored without your authorization during the transmission of any data whatsoever across networks whether or not owned or operated by Frontline.
Hosting. The Services will be hosted by an authorized subcontractor (the “Hosting Service Provider”) that has been engaged by Frontline and will only be accessed by you on websites, using your or your employer’s computers. As part of the Services, the Hosting Service Provider will be responsible for maintaining a backup of User Content. The Hosting Service Provider is an independent third party not controlled by the Frontline. Accordingly, IN NO EVENT WILL FRONTLINE BE LIABLE FOR ANY DIRECT, GENERAL, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE TO DATA, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE ANY SERVICE, DUE TO PROBLEMS (INCLUDING BUT NOT LIMITED TO ERRORS, MALFUNCTIONS) ASSOCIATED WITH THE FUNCTIONS OF SERVERS MAINTAINED BY THE HOSTING SERVICE PROVIDER, EVEN IF FRONTLINE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Your Responsibilities. You understand and agree that: (a) you will review any calculations made by using the Services and satisfy yourself that those calculations are correct; and (b) if you use the Services for reimbursement or payment from Medicaid and other government agencies, Frontline will have no responsibility, and you or your employer, as applicable, will have sole responsibility, to submit information and claims for such reimbursement or payment. Frontline does not warrant that the Services, or the results derived there from, will meet your requirements, or that the operation of the Services will be uninterrupted or error-free.
- Fees and Purchase Agreement; Purchase Orders.
- Sale of Service, not Software. The purpose of this Agreement is for you to secure access to the Services. All fees set forth within and paid by you under this Agreement will be considered solely in furtherance of this purpose. In no way are these fees paid considered payment for the sale, license, or use of the software and technology underlying the Services, and, furthermore, any use of such software and technology by you in furtherance of this Agreement will be considered merely in support of the purpose of this Agreement.
- Orders and Purchase Orders. An “Order” is a document that sets forth the Services ordered and the fees to be paid. An Order may take the form of: (a) an electronic form (e.g., an order placed online through a Frontline website), (b) an order form generated by Frontline and executed by both parties or (c) a purchase order that you submit and pursuant to which you are provided access to the Services. Unless you have entered into a separate Frontline Customer Agreement, your access to and use of any Services is governed by the terms of this Agreement and the terms of the applicable Order, provided however that the only terms contained in a purchase order that will have any force or effect are the Services ordered and the price to be paid. All other terms contained in any purchase order are hereby rejected. All fees and charges will be set forth in the applicable Order(s). Except as otherwise provided in the applicable Order(s), Frontline will invoice you in US Dollars and you will pay all fees, charges, and expenses within thirty days of the date of an invoice via check or ACH. Without prejudice to its other rights and remedies, if Frontline does not receive any payment by the due date set forth in the applicable Order(s), Frontline may assess a late payment charge on the unpaid amount at the rate of 1.5% per month or the highest rate allowed under applicable law, whichever is more. If for any reason Frontline’s personnel travel to your facility or otherwise in connection with the Services under this Agreement and/or the applicable Order(s), you will be responsible for the reasonable costs of transportation, lodging, meals and the like for Frontline’s personnel.
- Payment. For certain Services you may elect, or you may be required, to provide a valid credit card. By submitting the credit card, you authorize us to charge to your credit card the fees or charges applicable to your Account as is set forth in any Order, or if any Order is renewing automatically as provided in Section 14, in accordance with the fees, charges and billing terms in effect at the time off the renewal and a fee or charge is due and payable. You agree that Frontline is not required to provide you any additional notice. Your agreement with your credit card issuer governs your use of the designated credit card and you must refer to that agreement to determine your rights and liabilities in connection with your use of your credit card. You agree to immediately notify Frontline of any change in your billing address or the credit card used for payment hereunder.
- Taxes. Frontline’s fees are net of any applicable sales tax. If any Services, or payments for any Services, under this Agreement are subject to sales tax in any jurisdiction and you have not remitted the applicable sales tax to Frontline, you will be responsible for the payment of such sales tax and any related penalties or interest to the relevant tax authority, and you will indemnify Frontline for any liability or expense we may incur in connection with such sales tax. Upon our request, you will provide us with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this Section, you agree to make all payments of fees to Frontline free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of fees to Frontline will be your sole responsibility, and you will provide Frontline with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid.
- Violations. If Frontline becomes aware of any possible violations by you of this Agreement, Frontline reserves the right to investigate such violations. If, as a result of the investigation, Frontline believes that criminal activity has occurred, Frontline reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Frontline is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in Frontline Technology, including User Content, in Frontline’s possession in connection with your use of Frontline Technology, to (a) comply with applicable laws, legal process or governmental request; (b) enforce the Agreement; (c) respond to any claims that any of your User Content violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of Frontline or the public, and all enforcement or other government officials, as Frontline in its sole discretion believes to be necessary or appropriate.
- Breach. In the event that Frontline determines, in its sole discretion, that you have breached any portion of the Agreement, or have otherwise demonstrated conduct inappropriate for Frontline Technology, Frontline reserves the right to:
- Warn you via e-mail (to any e-mail address you have provided to Frontline) that you have violated the Agreement;
- Delete any User Content provided by you or your agent(s) to Frontline Technology;
- Discontinue your registration(s) with the any of Frontline Technology, including any Services;
- Discontinue your access to and use of any Services;
- Notify and/or send User Content to and/or fully cooperate with the proper law enforcement authorities for further action; and/or
- Pursue any other action which Frontline deems to be appropriate.
- Warranties and Disclaimers.
- Mutual. Each Party represents and warrants that the Party’s execution, delivery, and performance of this Agreement (a) have been authorized by all necessary action of the governing body of the Party; (b) do not violate the terms of any law, regulation, or court order to which such Party is subject or the terms of any agreement to which the Party or any of its assets may be subject; and (c) are not subject to the consent or approval of any third party.
- By You. You represent and warrant that you have the full legal right to provide the User Content and that the User Content will not (a) infringe any intellectual property rights of any person or entity or any rights of publicity, personality, or privacy of any person or entity, including as a result of failure to obtain consent to provide Personal Data or otherwise private information about a person; (b) violate any law, statute, ordinance, regulation, or agreement, including school or district policies; or (c) constitute disclosure of any confidential information owned by any third party.
- By Frontline. Frontline represents and warrants that the Services will perform substantially in accordance with the specifications set forth in the then-current Documentation for ninety (90) days after the Effective Date of this Agreement. In the event of a non-conformance of any Service, reported to and verified by Frontline, Frontline will make commercially reasonable efforts to correct such non-conformance. Your sole remedy is limited to the replacement, repair, reperformance or refund, at Frontline’s option, of defective Services. Notwithstanding the foregoing, any Third Party Materials will be subject only to such third party terms and any warranties therein.
- Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, FRONTLINE AND ITS LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, AS TO ANY ASPECT OF THE SERVICES OR OTHER PRODUCTS, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. FRONTLINE AND ITS LICENSORS DO NOT WARRANT THAT THE SERVICES OR OTHER FRONTLINE TECHNOLOGY WILL BE UNINTERRUPTED, OR ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES OR OTHER FRONTLINE TECHNOLOGY.
Confidential Information. “Confidential Information" means any nonpublic information of Frontline, whether disclosed orally or in written or digital media, that is identified as “confidential” or with a similar legend at the time of such disclosure or that you know or should have known is the confidential or proprietary information of Frontline. Information will not constitute Frontline’s Confidential Information if it (i) is already known by you without obligation of confidentiality; (ii) is independently developed by you without access to or use of Frontline’s Confidential Information; (iii) is publicly known without breach of this Agreement; or (iv) is lawfully received from a third party without obligation of confidentiality. You will not use or disclose any Confidential Information except as expressly authorized by this Agreement and will protect Frontline’s Confidential Information using the same degree of care that it uses with respect to its own confidential information, but in no event with safeguards less than a reasonably prudent business would exercise under similar circumstances. You may disclose Confidential Information to your affiliates, employees, and representatives as necessary to perform your obligations or exercise your rights under this Agreement and will cause such affiliates, employees, and representatives to comply with confidentiality restrictions consistent with this Section. You will take prompt and appropriate action to prevent unauthorized use or disclosure of Frontline’s Confidential Information. If any Confidential Information must be disclosed to any third party by reason of legal, accounting or regulatory requirements, you will promptly notify Frontline of the order or request and permit Frontline (at its own expense) to seek an appropriate protective order.
Indemnification. You will indemnify Frontline and its officers, directors, employees, and agents and hold them harmless from all liabilities, claims, expenses, and losses (including attorneys’ fees and expenses) arising from or related to any breach by you of this Agreement, including failure to obtain consent to provide Personal Data or otherwise private information about a person.
Limitations of Liability. OTHER THAN THE FEES, CHARGES AND EXPENSES PAYABLE PURSUANT HERETO, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, OF ANY KIND WHATSOEVER (INCLUDING LOST PROFITS) ARISING FROM OR RELATING TO THIS AGREEMENT OR THE USE OR NON-USE OF THE SERVICES. NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT WILL FRONTLINE’S TOTAL LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EXCEED THE LESSER OF (A) THE TOTAL AMOUNTS PAID TO FRONTLINE HEREUNDER DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO SUCH CLAIMS OR (B) ONE HUNDRED DOLLARS ($100). Each Party acknowledges and agrees that the warranty disclaimers and liability and remedy limitations in this Agreement are material, bargained for provisions of this Agreement and that fees and consideration payable hereunder reflects these disclaimers and limitations.
Term and Termination. This Agreement will be in effect for as long as any Order is in effect. Unless otherwise specified in any Order, each Order will be in effect for a period of twelve (12) months from its effective date and each Order will automatically renew for successive twelve (12) month terms unless one Party notifies the other Party of non-renewal in writing at least sixty (60) days prior to the end of the current term. You may terminate any Order at any time, in whole or in part, for any reason or no reason, on sixty (60) days’ prior written notice. Frontline may terminate any Order at any time, in whole or in part, for any reason or no reason, with or without notice. Either Party may terminate any Order or all Orders in the event that the other Party materially breaches this Agreement or any Order and does not cure such breach within thirty (30) days after written notice of such breach. Upon the termination or expiration of this Agreement or an Order, as applicable, you (a) will immediately cease using the Services and (b) for a period of thirty (30) days, may request a copy of User Content that is in Frontline’s possession in the format retained by Frontline. All provisions of this Agreement which by their nature should survive, will survive termination of the Agreement, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
Export Control. You may not use, export, import, or transfer Frontline Technology except as authorized by U.S. law, the laws of the jurisdiction in which you obtained Frontline Technology, and any other applicable laws. In particular, but without limitation, Frontline Technology may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using Frontline Technology, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use Frontline Technology for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Frontline are subject to the export control laws and regulations of the United States. You will comply with these laws and regulations and will not, without prior U.S. government authorization, export, re-export, or transfer Frontline products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
- Dispute Resolution. Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Frontline and limits the manner in which you can seek relief from us.
- Applicability of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or use of the Frontline Technology, or to any aspect of your relationship with Frontline, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (2) you or Frontline may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement will apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement or any prior version of this Agreement.
IF YOU AGREE TO ARBITRATION WITH FRONTLINE, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY LAWSUIT FILED AGAINST FRONTLINE ALLEGING CLASS, COLLECTIVE, AND/OR REPRESENTATIVE CLAIMS ON YOUR BEHALF. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST FRONTLINE IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING WHETHER TO ACCEPT THIS AGREEMENT, INCLUDING THIS ARBITRATION AGREEMENT.
- Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent, The Corporation Trust Company, at Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, will be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims will be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the Parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Frontline will pay them for you. In addition, Frontline will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. Likewise, Frontline will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous.
You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
- Authority of Arbitrator. The arbitrator, and not any federal, state or local court or agency will have exclusive authority to resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Frontline. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
- Waiver of Jury Trial. YOU AND FRONTLINE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Frontline are instead electing that all claims and disputes will be resolved by arbitration under this Arbitration Agreement, except as specified in Section 16.1 above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
- Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. In the event that this subparagraph is deemed invalid or unenforceable neither you nor Frontline are entitled to arbitration and instead claims and disputes will be resolved in a court as set forth in Section 17.
- 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to (a) the following address: Frontline, Attn: General Counsel, 1400 Atwater Drive, Malvern, PA 19355, or (b) the following email address: email@example.com, within 30 days after first becoming subject to this Agreement. Your notice must include your name and address, your Frontline username (if any), the email address you used to set up your Frontline account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with Frontline.
- Severability.If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts will be of no force and effect and will be severed and the remainder of the Arbitration Agreement will continue in full force and effect.
- Modification.Notwithstanding any provision in this Agreement to the contrary, Frontline agrees that if Frontline makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) that you had already provided notice of to Frontline.
General. Frontline and you are each independent contractors and neither Party will be, nor represent itself to be, the franchiser, partner, broker, employee, servant, agent, or legal representative of the other Party for any purpose whatsoever. You may not sublicense, assign, or transfer this Agreement, or any rights and obligations under this Agreement, in whole or in part, without Frontline’s prior written consent. Any attempted assignment in violation of this Section will be void. This Agreement will be binding upon, and inure to the benefit of, the permitted successors and assigns of each Party. Notwithstanding anything to the contrary in this Agreement, except for your obligations to pay amounts due under this Agreement, neither Party will be deemed to be in default of any provision of this Agreement for any delay, error, failure, or interruption of performance due to any act of God, terrorism, war, strike, or other labor or civil disturbance, interruption of power service, interruption of communications services, problems with the Internet, act of any other person not under the control of such Party, or other similar cause. This Agreement may be amended only by written agreement of the Parties, and any attempted amendment in violation of this Section will be void. The waiver or failure of either Party to exercise in any respect any right provided under this Agreement will not be deemed a waiver of such right in the future or a waiver of any other rights established under this Agreement. To the extent the Parties are permitted under this Agreement to initiate litigation in a court, both you and Frontline agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in Philadelphia, Pennsylvania. This Agreement does not confer any rights or remedies upon any person other than the Parties, except Frontline’s licensors. When used herein, the words “includes” and “including” and their syntactical variations will be deemed followed by the words “without limitation.”