FRONT RUSH TERMS OF USE

These Terms of Use (this “Agreement”) are a binding agreement between you (“User” or “you”) and Front Rush LLC, a Delaware limited liability company (“Front Rush,” “we,” or “us”). This Agreement together with any documents it expressly incorporates by reference (collectively, these “Terms”), governs your access to and use of the website located at https://www.frontrush.com/web/terms-of-use.html or any other website that links to this Agreement (the “Website”), any mobile and/or desktop applications we may provide, on or through the Website, a third-party platform, or otherwise (“Application(s)”) and any associated content, functionality or services provided by us through the Website or Application(s) (“Service(s)”). In the event that you entered into a separate order with Front Rush to govern your access and use of the Website, Applications, or Service in whole or in part (each an “Order”), the terms of such Order are hereby incorporated by reference herein. To the extent there is a conflict between these Terms and the Order, the Order shall govern.

 

Please read these Terms before you download, access, register for an Account (as defined herein) on, or start to use the Website, Application, or the Service. BY USING THE WEBSITE, APPLICATION, OR SERVICE, REGISTERING FOR AN ACCOUNT TO USE THE WEBSITE, APPLICATION, OR SERVICE (AN “ACCOUNT”), OR BY CLICKING TO ACCEPT OR AGREE TO THESE TERMS IF THIS OPTION IS MADE AVAILABLE TO YOU, YOU HEREBY REPRESENT AND WARRANT THAT YOU ARE OF LEGAL AGE IN YOUR JURISDICTION OF RESIDENCE AND HAVE THE REQUISITE CAPACITY TO FORM A BINDING CONTRACT AND YOU ACCEPT AND AGREE TO BE BOUND AND ABIDE BY THESE TERMS AND OUR PRIVACY POLICY (“PRIVACY POLICY”), FOUND AT HTTPS://WWW.FRONTRUSH.COM/WEB/PRIVACY-POLICY.HTML ANY OTHER TERMS OR CONDITIONS WHICH MAY APPLY TO THE WEBSITE, APPLICATION, OR SERVICE, ALL OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE. 18. If you do not want to agree to these Terms or Privacy Policy you must not download, access, register for an Account on, or use the Website, Application, or the Service.

IF YOU ARE AGREEING TO THESE TERMS ON BEHALF OF AN ENTITY OR AGENCY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY OR AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THESE TERMS AND AGREE THAT YOU ARE BINDING BOTH YOU AND THAT ENTITY OR AGENCY TO THESE TERMS. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO YOU AND THAT ENTITY OR AGENCY IN ADDITION TO YOU.

 

Background

 

Front Rush, through the Website and Application, provides certain Services, including, without limitation, (1) recruiting, scouting, and roster solutions; (2) relationship management solutions; (3) compliance solutions; (4) form and workflow management solutions and (5) admissions solutions.

  1. Changes to these Terms.
    1. We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website, Application, and the Service thereafter.
    2. Your continued use of the Website, Application, and/or Service following the posting of revised Terms means that you accept and agree to these changes.
  2. Intended Audience. THE WEBSITE, APPLICATION, AND/OR SERVICE ARE NOT DIRECTED TO, OR INTENDED FOR, CHILDREN UNDER 13 YEARS OF AGE. Front Rush understands that protecting the privacy of young children is important. For that reason, no personal information should be submitted through our Website, Application, or Service by users under 13 years of age.

  3. Registration.
    1. Registration. To access and use certain portions of the Website, Application, and Service, you must register for an Account. Certain portions of the Website may be available to persons that visit the Website without registering an account (“Website Visitors”), including those portions before your Account registration is accepted. We reserve the right to decline a Website Visitor’s request to register an Account and may terminate or suspend an Account, for any or no reason, including, without limitation, failing to meet the eligibility requirements set forth in these Terms. If you create an Account as an employee or agent on behalf of a company or other entity, you represent and warrant that you are authorized to enter into binding contracts, including these Terms, on behalf of yourself and the company or entity you represent. You agree that you are responsible for all activities on your Account.
    2. Account Types. As described in this Section, there are multiple Account types. You agree not to have or register for more than one Account without express written permission from us. Without limiting any of our rights or remedies under these Terms, we reserve the right to revoke the privileges of the Account or access to or use of the Website, Application, and Service, without warning if, in our sole discretion, false or misleading information has been provided in creating, marketing, or maintaining your Profile (defined below) or Account.
      1. You can register for an Account to use the Website, Application, and Service as an Organization Administrator Account (a “Organization Administrator Account”). In the future, we may make available a feature that permits each User under an Organization Administrator Account (“Organization Member”) to be given different permissions to act on behalf of the Organization Administrator Account.
      2. You acknowledge and agree that the Organization Administrator Account is solely responsible, and assumes all liability, for (a) the classification of your Organization Members as employees or independent contractors; and (b) paying your Organization Members in accordance with applicable law. You further acknowledge and agree that (i) the Organization Administrator Account may determine the Profile (defined below) visibility of any of its Organization Members, and (ii) Organization Members’ Profiles may be accessible by the Organization Member even when they are no longer associated with the Organization Administrator. The Organization Administrator will promptly notify Front Rush if any Organization Member is no longer associated with the Organization Administrator.
    3. Account Profile. To register for an Account to join the Website and Application, and receive and make use of the Services, you must complete a user profile (“Profile”), which you consent to be shown to other Users at our discretion. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Website, Application, and the Service or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide any false or misleading information about your identity or location, your skills, your qualifications, or any other information requested of you. Further, you agree to correct any such information that is or becomes false or misleading.
    4. Identity and Location Verification. When you register for an Account and from time to time thereafter, each Account and Profile may be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity and your location. You authorize us, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your email address, subject to applicable law. When requested, you must timely provide us with complete information about yourself.
    5. Account Permissions. You agree not to request or allow another person to create an Account on your behalf, for your use, or for your benefit, except that (1) an authorized employee or agent may create an Account on behalf of your business or organization; and (2) You may provide Front Rush personnel login access to your Account in order assist you with a question, issue, or request and to otherwise troubleshoot and fix issues stemming from your inquiry . By granting other Users permissions under your Account, including as an Organization Member, you represent and warrant that (a) the User is authorized to act on your behalf, (b) you are financially responsible for the User’s actions taken in accordance with those permissions, including, if applicable, entering into binding contracts on behalf of the owner of the Account, and (c) you are fully responsible and liable for any action of any User to whom you have provided any permissions and any other person who uses the Account. If any such User violates these Terms, it may affect your ability to use the Website, Application, or Service. Upon closure of an Account, Front Rush may close any or all related Accounts.
    6. Usernames and Passwords. When you register for an Account, you will be asked to choose a username or a username will be assigned to you and password for the Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your username and password and agree not to share your username or password with any person. You authorize us to assume that any person using the Website, Application, or Service with your username and password is you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to the password for any Account. You further agree not to use the Account or log in with the username and password of another User of the Website, Application, or Service.
  4. User Requirements.
    1. You are responsible for:
      1. Making all arrangements necessary for you to have access to and make use of the Website, Application, and Service.
      2. Ensuring that all persons who access and use the Website, Application, and Service through your internet connection or your Account, will comply these Terms.
    2. You agree to comply with all applicable local, state, national and foreign laws, treaties and regulations in connection with your access and use of the Website, Application, and Services, including those related to data privacy. You agree to promptly notify Front Rush of any violation of this Section.
  5. Content; Conduct.
    1. Through using the Website, Application, or Service, you will have the ability to make content and data available to Front Rush and other Users (“User Content”). All User Content must comply with these Terms and any content guidelines we may establish from time to time. Without limiting the generality of the foregoing, User Content must not:
      1. Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
      2. Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
      3. Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
      4. Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or these Terms.
      5. Intend to deceive or act in any way reasonably likely to deceive any person.
      6. Promote any illegal activity, or advocate, promote, or assist any unlawful act.
      7. Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
      8. Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
      9. Involve commercial activities or sales outside the scope of the Service, such as contests, sweepstakes, and other sales promotions, barter, or advertising.
      10. Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
    2. Any User Content you make publicly available to Front Rush or other Users will be considered non- confidential and non-proprietary. By making any User Content publicly available to Front Rush or other Users on or through the Website, Application or Service, you grant to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for the purpose of providing the Website, Application, and Services.
    3. You represent and warrant that:
      1. You own or control all rights in and to the User Content and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns.
      2. All of your User Content do and will comply with these Terms.
    4. You understand and acknowledge that you are responsible for any User Content made available by you, and you, not us, have full responsibility for such User Content, including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to any other Users or any third party for the content or accuracy of any User Content made available on or through the Website, Application, or Service or any action or inaction based on the foregoing.
    5. Front Rush does not generally investigate any remarks posted by Users or other User Content for accuracy or reliability and does not guarantee that User Content is accurate. You are solely responsible for your User Content, including the accuracy of any User Content, and are solely responsible for any legal action that may be instituted by other Users or third parties as a result of or in connection with your User Content, including, without limitation, if such User Content is legally actionable or defamatory. You are solely responsible for your reliance on the User Content of another, including, without limitation, relying on the accuracy of any User Content, and are solely responsible for any legal action that may be instituted by you against other Users or third parties as a result or in connection with your reliance on User Content. Front Rush is not legally responsible for User Content or reliance on User Content, including, without limitation, feedback or comments, posted or made available on the Website, Application, and Service by any Users or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of Website, Application, and Service and to protect Users from abuse, Front Rush reserves the right (but is under no obligation) to remove posted User Content, including, without limitation, feedback or information, that, in Front Rush’s sole judgment, violates these Terms or negatively affects the Website, Application, and/or Service or otherwise is inconsistent with the business interests of Front Rush. You acknowledge and agree that you will notify Front Rush of any error or inaccurate statement in your User Content, and, that if you do not do so, Front Rush or other Users or third parties may rely on the accuracy of such information.
    6. We have the right but not the obligation to:
    7. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website, Application, or Service. YOU WAIVE AND HOLD HARMLESS FRONT RUSH AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
    8. However, we cannot review all material before it is posted on the Website, Application, or Service, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any User or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this Section.
  6. Intellectual Property
    1. Ownership. The Website, Application, and the Service and their entire contents, features and functionality (including but not limited to all information, software, analysis, data, text, displays, images, video and audio, “look and feel,” and the design, selection and arrangement thereof), are owned by Front Rush, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. User grants Front Rush a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into its software or services any suggestions, enhancement requests, recommendations, or other feedback provided by User relating to Website, Application, or Service
    2. License. These Terms permit you to use the Website, Application, and Service solely for your personal or internal business use. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on the Website, Application, or Service except as follows:
      1. you may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
      2. you may store files that are automatically cached by your computer or personal electronic device for display enhancement purposes.
      3. if we provide social media features with certain content, you may take such actions as are enabled by such features.
    3. Restrictions. User shall not:
      1. copy the Website, Application, or Service, except as expressly permitted by these Terms;
      2. modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Website, Application, or Service;
      3. reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Website, Application, or Service or any part thereof;
      4. remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Website, Application, or Service, including any copy thereof;
      5. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Website, Application, or Service, or any features or functionality of the Website, Application, or Service, to any third party for any reason, including by making the Website, Application, or Service available on a network where it is capable of being accessed by more than one device at any time;
      6. send or store (a) infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or which violates third party privacy rights; or (b) material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;
      7. remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Website, Application, or Service; or
      8. access or use the Websites, or Service, or any features or functionality of the Website or Service, for purposes competitive with the business of Front Rush or for the purpose of benchmarking the Website, Application, or Service, or monitoring their availability.
    4. Reservation of Rights. No right, title or interest in or to the Website, Application, or Service and their entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof) is transferred to you, and all rights not expressly granted are reserved by Front Rush. Any use of the Website, Application, or Service not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark and other laws.
    5. Trademarks. The Front Rush name, logo, and all related names, logos, product and service names, designs and slogans are trademarks of Front Rush or its affiliates or licensors. You must not use such marks without the prior written permission of Front Rush. All other names, logos, product and service names, designs and slogans on the Website, Application, or Service are the trademarks of their respective owners.
    6. Release. YOU COVENANT NOT TO SUE OR MAKE OR ASSERT AGAINST FRONT RUSH ANY CLAIM OF INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT WITH RESPECT TO THE WEBSITE, APPLICATION, OR SERVICES.
  7. Copyright Infringement.
    1. We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Website, Application, or Service infringe your copyright, you may request removal of those materials (or access to them) from the Website, Application, or Service by submitting written notification to our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following:
      1. Your physical or electronic signature.
      2. Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Website, Application, or Service, a representative list of such works.
      3. Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
      4. Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
      5. A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
      6. A statement that the information in the written notice is accurate.
      7. A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
    2. Our designated copyright agent to receive DMCA Notices is:
      Attn: Front Rush Terms of Use (DMCA) Front Rush LLC
      1333 N. Kingsbury Street, FL 4, Chicago IL, 60642
      Email: support@frontrush.com
    3. If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.
    4. Please be aware that if you knowingly materially misrepresent that material or activity on the Website is infringing your copyright, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.
  8. Confidentiality.
    1. Definition. In connection with the Terms and while accessing the Website, Application, and Services, User may have access to certain non-public information, documents and materials relating to our business, irrespective of the form of communication (oral, written, electronic or otherwise) along with all notes, analyses, compilations, forecasts, data, translations, studies, memoranda, copies, extracts, reproductions or other documents that contain or otherwise reflect such information, documents and materials belonging to, or in which the supplier of the information has any rights or interest, project information (“Confidential Information”). Confidential Information shall include information, documents and materials related to pricing, rates, fees, or other similar information, training methods, business practices, plans, projections, trade secrets, account information, research information, accounting information, human resources and personnel information, marketing/sales information, third party contracts, licenses, audits, regulatory compliance information, and all intellectual property owned or licensed by use.
    2. Exclusions. The confidentiality obligations herein will not apply to any Confidential Information which: (a) is or becomes generally available to and known by the public (other than as a result of a non-permitted disclosure or other wrongful act directly or indirectly by User or its representatives); (b) is or becomes available to the User on a non-confidential basis from a source other than Front Rush or its representatives; provided, however, that User had no knowledge that such source was at the time of disclosure to User bound by a confidentiality agreement or other obligation of secrecy which was breached by the disclosure; and provided, further, that if User later becomes aware that the source did not have the right to disclose such information, it will use commercially reasonable efforts to restrict its future use and disclosure of the Confidential Information to be consistent with these Terms; (c) has been or is hereafter independently acquired or developed by User or its representatives without reference to such Confidential Information and without otherwise violating any confidentiality agreement with, or other obligation of secrecy to, Front Rush; (d) was in the possession of User or its affiliates at the time of disclosure by Front Rush without restriction as to confidentiality; or (e) is required (by oral question, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to be disclosed by any governmental entity or pursuant to applicable law; provided, however, that User (i) uses all commercially reasonable efforts to provide Front Rush with written notice of such request or demand as promptly as practicable under the circumstances so that Front Rush will have an opportunity to seek an appropriate protective order or other appropriate remedy, or waive compliance with the provisions of these Terms, (ii) furnishes only that portion of the Confidential Information which is, in the opinion of User’s counsel, legally required and (iii) takes, and causes its representatives to take, all other reasonable steps necessary to obtain confidential treatment for any such Confidential Information required to be furnished.
    3. Confidentiality Obligations. User will use the Confidential Information of the information owner solely for the purpose of performing its obligations or exercising its rights under these Terms, and not for any other purpose, including the purpose of competing with Front Rush. User will keep such Confidential Information confidential and will not disclose any Confidential Information to any third party without the prior written consent of Front Rush. User will exercise at least the same degree of care to safeguard the confidentiality of such Confidential Information as it does to safeguard its own proprietary confidential information of equal importance, but not less than a reasonable degree of care. User will disclose such Confidential Information only to such of the User’s representatives who have a need to know the Confidential Information for the purpose of performing its obligations or exercising its rights under these Terms. User will ensure, by instruction, contract, or otherwise with its representatives that such representatives comply with the provisions of these Terms. User will be responsible in the event of any breach of the User’s representatives of such agreements. User will promptly notify Front Rush in the event that User or its representatives learn of any unauthorized use or disclosure of such Confidential Information, and will promptly take all reasonable actions necessary to correct and prevent such use or disclosure. The confidentiality obligations under this Section 8 shall continue for a period of three (3) years following any termination or expiration of these Terms; provided, however, that the obligations of this Section shall continue for as long as the Website, Application, and/or Service or the components of them are protectable as trade secrets.
  9. Privacy & Information Security.
    1. Privacy Policy. All information we collect or that you provide on or through the Website, Application, or Service (“User Information”) is subject to our Privacy Policy, available at https://www.frontrush.com/web/privacy-policy.html, the terms of which are hereby incorporated herein by reference. You consent to our use of any information provided in a manner consistent with our Privacy Policy.
  10. Payment. If you buy any of our Services, you agree to pay us the applicable fees and taxes and to additional terms specific to the Services. Failure to pay these fees will result in the termination of your Services. Also, you agree that:
    1. Your purchase may be subject to foreign exchange fees or differences in prices based on location (e.g. exchange rates).
    2. We may store and continue billing your payment method (e.g. credit card) even after it has expired, to avoid interruptions in your Services and to use to pay other Services you may buy.
    3. If you purchase a subscription or use the Website, Application, or Service during a Trial Period (defined below), your payment method automatically will be charged at the start of each subscription period for the fees and taxes applicable to that period, including a new subscription period that starts immediately after the end of the Trial Period. To avoid future charges, cancel before the renewal date.
    4. Unless otherwise provided by the applicable terms or by applicable law, all purchases of Services are final and non-refundable.
    5. We may calculate taxes payable by you based on the billing information that you provide us at the time of purchase.
  11. Service Content & Third-Party Links.
    1. You may not rely on any information and opinions expressed through any of the Website, Application, or Service, including, without limitation, User Content and any opinions or guidance provided in any Services, for any purpose. In all instances, including business and financial decisions, it is your responsibility to evaluate the accuracy, timeliness, completeness, or usefulness of any information and opinions expressed through any of the Website, Application, or Service. Use of the information and opinions expressed through any of the Website, Application, or Service is at your own risk and under no circumstances will Front Rush be liable for any loss or damage caused by your reliance on any information and opinions expressed through any of the Website, Application, or Service.
    2. In many instances, information and opinions expressed through any of the Website, Application, or Service will include content posted by a third-party or will represent the opinions and judgments of a third-party. We do not endorse, warrant and are not responsible for the accuracy, timeliness, completeness, or reliability of any opinion, advice, or statement offered through the Website, Application, or Service.
    3. The Website, Application, or Service may link or contain links to other websites maintained by third parties. We do not operate or control, in any respect, or necessarily endorse the content found on these third-party websites. You assume sole responsibility for your use of third-party links. We are not responsible for any content posted on third-party websites or liable to you for any loss or damage of any sort incurred as a result of your dealings with any third-party or their website.
  12. Warranty Disclaimer.
    1. FRONT RUSH DOES NOT WARRANT THAT THE WEBSITE, APPLICATION, OR SERVICES WILL CONFORM WITH OR REPRESENT ALL APPLICABLE INSTITUTIONAL, ATHLETIC LEAGUE, CONFERENCE, NCAA, NAIA, NJCAA OR OTHER RULES AND REGULATIONS GOVERNING ATHLETIC PROGRAMS, AND YOU ASSUME ALL OF THE RISKS ASSOCIATED WITH COMPLIANCE WITH SUCH RULES AND REGULATIONS. YOU AGREE NOT TO RELY ON THE WEBSITE, APPLICATION, OR SERVICE, ANY INFORMATION ON THE WEBSITE, APPLICATION, OR SERVICE, OR THE CONTINUATION OF THE WEBSITE, APPLICATION, OR SERVICE. FRONT RUSH DOES NOT WARRANT THAT ACCESS TO THE WEBSITE, APPLICATION, OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES FRONT RUSH MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE WEBSITE, APPLICATION, OR SERVICES. THE WEBSITE, APPLICATION, AND SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE WEBSITE, APPLICATION, OR SERVICE, OR ANY ACTIVITIES OR ITEMS RELATED TO THESE TERMS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE HEREBY DISCLAIM ANY WARRANTIES CONCERNING THE ACCURACY OR RELIABILITY OF THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF WEBSITE, APPLICATION, OR SERVICE, INCLUDING, WITHOUT LIMITATION, THE RESULTS OF EXECUTING UPON ANY ADVICE OBTAINED THROUGH ANY SERVICES AND MAKING BUSINESS OR FINANCIAL DECISIONS THROUGH THE WEBSITE, APPLICATION, OR SERVICE. SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. USER’S SOLE AND EXCLUSIVE REMEDY AGAINST US WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES, OR DISSATISFACTION IS FOR USER TO DISCONTINUE USER’S USE OF THE WEBSITE, APPLICATION, OR SERVICE.
  13. Limitation of Liability.
    1. We are not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with these Terms or use of the Website, Application, and/or Service, including, without limitation:
      1. your use of or your inability to use our Website, Application, and/or Service;
      2. delays or disruptions in our Website, Application, and/or Service;
      3. viruses or other malicious software obtained by accessing, or linking to, our Website, Application, and/or Service;
      4. glitches, bugs, errors, or inaccuracies of any kind in our Website, Application, and/or Service;
      5. damage to your hardware device from the use of the Website, Application, and/or Service;
      6. the content, actions, or inactions of third parties’ use of the Website, Application, and/or Service;
      7. a suspension or other action taken with respect to your Account;
      8. your reliance on the quality, accuracy, or reliability of ratings, recommendations, and feedback (including their content, order, and display), User Content, or metrics found on, used on, or made available through the Website, Application, and/or Service; and
      9. your need to modify practices, content, or behavior or your loss of or inability to use the Website, Application, and/or Service, as a result of changes to these Terms.
    2. ADDITIONALLY, IN NO EVENT WILL FRONT RUSH, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES. THE LIABILITY OF FRONT RUSH, OUR AFFILIATES, OUR LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THESE TERMS WILL NOT EXCEED ANY FEES PAID TO FRONT RUSH BY USER DURING THE TWELVE-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE WEBSITE, APPLICATION, AND/OR SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU, BUT DO APPLY TO THE MAXIMUM EXTENT ALLOWABLE UNDER APPLICABLE LAW.
  14. Indemnification.
    1. You will indemnify, defend, and hold harmless Front Rush, our affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) for all Indemnified Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of: (a) the use of the Website, Application, and/or Service by you or your agents, including any payment obligations or default incurred through use of the Website, Application, and/or Service; (b) failure to comply with these Terms or any Order by you or your agents; (c) failure to comply with applicable law by you or your agents; (d) negligence, willful misconduct, or fraud by you or your agents; and (e) defamation, libel, violation of privacy rights, unfair competition, or infringement of intellectual property rights or allegations thereof to the extent caused by you or your agents. For purposes of this Section 14, your agents includes, without limitation, any person who has apparent authority to access or use your Account demonstrated by using your username and password.
    2. “Indemnified Claim” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party.
    3. “Indemnified Liability” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.
  15. Trial Period and Free Services.
    1. Trial Period
      1. We may offer you, at our own discretion and subject to modification or withdrawal at any time, unpaid or reduced fee, trial, access to the Website, Application, and/or Service for a limited period of time, as indicated on the sign up page ("Trial Period"). Notwithstanding the foregoing, we may terminate the Trial Period for any or no reason, with or without notice to you.
      2. We offer at most one Trial Period per Service to you and you agree not to attempt to circumvent this limitation by, for example, signing up for the Service with more than one email account.
      3. During the Trial Period, you agree to abide by all of these Terms and understand that no warranty will be made by us to you as to the accessibility or performance of the Website, Application, and/or Service or any liability associated with any of the foregoing
      4. At the close of the Trial Period, Client must either enter into a full subscription agreement (if applicable) or cease using the Website, Application, and/or Service.
    2. Free Services
      1. We may offer a free version of the Website, Application, and/or Service (“Free Services”) from time to time. If you register for Free Services, we will make such Free Services Available to you free of charge until the earlier of (a) the start date of any paid subscription for a paid version of such Free Services, if applicable, or (b) termination of the Free Services by Front Rush in its sole discretion. Additional terms and conditions may appear on the registration website for a Free Service and any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding. ALL FREE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND. FREE SERVICES MAY BE SUSPENDED, TERMINATED, OR DISCONTINUED AT ANY TIME AND FOR ANY REASON (OR NO REASON). FRONT RUSH DISCLAIMS ALL OBLIGATION AND LIABILITY UNDER THE AGREEMENT (INCLUDING LIABILITY OTHERWISE PROVIDED FOR UNDER SECTION 13) FOR ANY HARM OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH A FREE SERVICE.
  16. Term and Termination.
    1. Term. The term of these Terms shall commence on the date on which you agree to be bound by these Terms (“Effective Date”) and shall continue until terminated as provided herein. Following any Trial Period, User shall elect whether the term will consist of annual or monthly periods, if applicable (each a “Subscription Period”). The Terms shall automatically renew for subsequent Subscription Periods unless User cancels the subscription in their Account (by clicking the ‘Cancel Subscription’ button or equivalent thereof) or either party provides written notice of its election not to renew these Terms prior to end of the then-current Subscription Period or otherwise terminates these Terms pursuant to this Agreement. Upon termination of these Terms for any reason, all rights and subscriptions granted to User shall immediately terminate, and the User shall cease using the Website, Application, and/or Service.
    2. Termination.
      1. Unless both you and Front Rush expressly agree otherwise in writing, we may, in our sole discretion, at any time, without explanation, upon written notice to you, terminate these Terms. Upon termination of these Terms, your right to use the Website, Application, and Service is automatically revoked, and your Account will be closed.
      2. Without limiting the other rights or remedies available to us, we may, but are not obligated to, temporarily or indefinitely revoke or suspend your access to the Website, Application, and/or Service, deny your registration, or permanently revoke your access to the Website, Application, and/or Service and refuse to provide any or all the Service to you if: (i) you breach the letter or spirit of any terms and conditions of these Terms, as determined in our sole discretion; (ii) we suspect or become aware that you have provided false or misleading information to us or other Users; or (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, our Users, or Front Rush or our affiliates; or (iv) may be contrary to the interests of the Website, Application, and/or Service, or the User community; or (v) may involve illicit or illegal activity. If your Account is temporarily or permanently closed, you may not use the Website or Service under the same Account or a different Account or re-register under a new Account without our prior written consent.
    3. Survival. After these Terms terminate, the terms and conditions of these Terms that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions requiring arbitration, protecting intellectual property, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after these Terms have terminated. Without limiting any other provisions of the Terms, the termination of this Agreement for any reason will not release you from any obligations incurred prior to termination of these Terms or that thereafter may accrue in respect of any act or omission prior to such termination.
  17. Miscellaneous.
    1. Waiver and Severability.
      1. No waiver by us of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure by us to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.
      2. In the event that any or any part of the terms contained in these Terms shall be determined by any competent authority to be invalid, unlawful, or unenforceable to any extent, such terms shall to that extent be severed from the remaining terms which shall continue to be valid and enforceable to the fullest extent permitted by the applicable law.
    2. Entire Agreement.
      1. These Terms and any document incorporated into them by reference, including, without limitation, the Privacy Policy, constitute the sole and entire agreement between you and Front Rush with respect to the Website, Application, and/or Service and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website, Application, and Service.
      2. No modification or amendment to these Terms will be binding upon us unless in a written instrument signed by a duly authorized representative of Front Rush or posted on the Website or Service by us. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of these terms.
    3. Assignability. You may not assign these Terms, or any of its rights or obligations hereunder, without the prior written consent of Front Rush in the form of a written instrument signed by a duly authorized representative of Front Rush. We may freely assign these Terms without your consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, these Terms are binding upon and will inure to the benefit of the successors, heirs, and permitted assigns of the parties.
    4. Force Majeure. We will not be responsible for the failure to perform or any delay in performance of any obligation hereunder for a reasonable period due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, epidemic, pandemic, national health emergencies, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations, or restrictions imposed by law, or any other similar conditions beyond the reasonable control of such party.
    5. Consent to Electronic Records. In connection with these Terms, you may be entitled to receive certain records from us or our affiliates, such as contracts, notices, and communications, in writing. To facilitate your use of the Website and Service, you give us permission to provide these records to you electronically instead of in paper form.
    6. Governing Law. Your use of this Website, Application, and Service and downloads from it, and the operation of these Terms, shall be governed in accordance with the laws of the State of Delaware, without regard to conflict of law provisions.
  18. Dispute Resolution; Arbitration; Class Action Waiver
    1. Any dispute, claim or controversy among the parties arising out of or relating to these Terms, the Website, Application, and/or Service (“Dispute”) shall be finally resolved by and through binding arbitration in accordance with the Federal Arbitration Act to the exclusion of any other Federal, state or municipal law of arbitration. Both the foregoing agreement of the parties to arbitrate any and all Disputes, and the results, determinations, findings, judgments and/or awards rendered through any such arbitration, shall be final and binding on the parties and may be specifically enforced by legal proceedings in any court of competent jurisdiction.
    2. For any Dispute, the place of Arbitration shall be in Chicago, Illinois.
    3. The cost of the arbitration proceeding, including, without limitation, each party's attorneys' fees and costs, shall be borne by the unsuccessful party or, at the discretion of the arbitrators, may be prorated between the parties in such proportion as the arbitrators determine to be equitable and shall be awarded as part of the award.
    4. RESTRICTIONS ON ARBITRATION: ALL DISPUTES, REGARDLESS OF THE DATE OF ACCRUAL OF SUCH DISPUTE, SHALL BE ARBITRATED ON AN INDIVIDUAL BASIS. ANY DISPUTES YOU MAY HAVE AGAINST FRONT RUSH, ITS AFFILIATES, SUBSIDIARIES, LICENSORS, AND SERVICE PROVIDERS, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, SUPPLIERS, SUCCESSORS AND ASSIGNS, YOU HEREBY AGREE TO BIFURCATE AND ARBITRATE AGAINST THEM INDIVIDUALLY IN CHICAGO, ILLINOIS. YOU ARE WAIVING YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT, AND TO CERTAIN DISCOVERY AND OTHER PROCEDURES THAT ARE AVAILABLE IN A LAWSUIT. YOU AND FRONT RUSH AGREE THAT THE ARBITRATORS HAVE NO AUTHORITY TO ORDER CONSOLIDATION OR CLASS ARBITRATION OR TO CONDUCT CLASS-WIDE ARBITRATION PROCEEDINGS, AND ARE ONLY AUTHORIZED TO RESOLVE THE INDIVIDUAL DISPUTES BETWEEN YOU AND FRONT RUSH, ITS AFFILIATES, SUBSIDIARIES, LICENSORS, AND SERVICE PROVIDERS, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, SUPPLIERS, SUCCESSORS AND ASSIGNS. FURTHER, YOU WILL NOT HAVE THE RIGHT TO CONSOLIDATION OR JOINDER OF INDIVIDUAL DISPUTES OR ARBITRATIONS, TO HAVE ANY DISPUTE ARBITRATED ON A CLASS ACTION BASIS, OR TO PARTICIPATE IN A REPRESENTATIVE CAPACITY OR AS A MEMBER OF ANY CLASS PERTAINING TO ANY CLAIM SUBJECT TO ARBITRATION.
    5. THE VALIDITY, EFFECT, AND ENFORCEABILITY OF THE FOREGOING WAIVER OF CLASS ACTION LAWSUIT AND CLASS-WIDE ARBITRATION, IF CHALLENGED, ARE TO BE DETERMINED SOLELY AND EXCLUSIVELY BY THE STATE AND FEDERAL COURTS LOCATED IN CHICAGO, ILLINOIS.
    6. WITHOUT WAIVING THE RIGHT TO APPEAL SUCH DECISION, SHOULD ANY PORTION OF THIS SECTION 18 BE STRICKEN FROM THESE TERMS OF USE OR DEEMED OTHERWISE INVALID OR UNENFORCEABLE, THEN THIS ENTIRE SECTION 17 (OTHER THAN THIS SENTENCE) SHALL BE STRICKEN FROM THIS AGREEMENT AND ANY AND ALL DISPUTES SHALL PROCEED IN THE STATE AND FEDERAL COURTS LOCATED IN CHICAGO, ILLINOIS AND BE DECIDED BY A JUDGE, SITTING WITHOUT A JURY, ACCORDING TO APPLICABLE COURT RULES AND PROCEDURES, AND NOT AS A CLASS ACTION LAWSUIT.
  19. Contact. Should you have questions or concerns about these Terms, please contact us at support@frontrush.com.

 

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