Effective Date: July 18, 2023
We may update or change the Terms from time to time, at our sole discretion, with or without notice to you. We may also update, modify or replace the Site or Materials, and we reserve the right to discontinue offering access to the Site or Materials. Your continued use of any part of the Site or Materials constitutes acceptance of such change. Although we may endeavor to notify you when major changes are made to the Terms, you should periodically review the most up-to-date version prior to using the Site or Materials. If you do not agree to any modifications of these Terms, you must not continue to use the Site or Materials.
1. License Use and Restrictions.
a. Site License. Subject to the terms and conditions of this Agreement, NCPI hereby grants to you the non-transferable, non-sublicensable, nonexclusive, royalty-free, limited license to access and use the Site, without any right to re-license, sublicense, distribute, assign or transfer such rights.
In exchange, you agree that you will not, and will not facilitate, authorize, or permit any other party to:
i. attempt to gain unauthorized access to the Site, the server on which the Site is stored or any server, computer or database connected to the Site;
ii. copy or duplicate, in whole or in substantial part, the Site, including by web scraping, text or data mining, or use of any “robot”, “bot”, “spider”, “scraper” or other automated device, program, tool, algorithm, code, process or methodology;
iii. distribute, transmit, publish, transfer, sell or commercially exploit in any way the Site, in whole or in part, or cause others to do so;
iv. reverse engineer, decompile or modify the Site, in whole or in part;
v. use the Site or any information contained therein or results derived therefrom to develop any products or services that could be competitive with the Site or any other products or services provided by NCPI or its affiliates;
vi. alter, remove, or otherwise hinder the delivery of any copyright, disclaimer, or other proprietary notice appearing on the Site;
vii. use the Site in any way that could interfere with, disrupt or negatively affect the Site or its servers or networks;
viii. upload viruses or other malicious code or otherwise compromise the security of the Site;
ix. attack the Site via a denial-of-service attack or a distributed denial-of-service attack;
x. forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted to or through the Site;
xi. probe, scan or test the vulnerability of our Site or any system or network; or
xii. encourage or promote any activity that violates this Agreement.
NCPI may investigate and take any available legal action in response to illegal and/or unauthorized uses of the Site, including termination of your account.
b. Materials License. Subject to the terms and conditions of this Agreement, NCPI hereby grants to you the non-transferable, non-sublicensable, nonexclusive, royalty-free, limited license to access, download, use, copy, distribute, and publish the Materials for the purpose of implementing local My Voice. Our Community. Campaigns (the “Purpose”), without any right to re-license, sublicense, distribute, assign or transfer such rights. You may also modify and make derivative works of the Materials for the Purpose by adding your logo(s), text, images, or other content to the Materials (“Derivative Works”).
In exchange, you:
i. agree that you will provide your current, accurate, and true contact information when prompted before downloading any Materials and that you will inform NCPI of any change in such contact information during any period in which you continue to use any Materials;
ii. agree that you will not, and will not facilitate, authorize, or permit any other party to remove, delete, or alter any disclaimer language included in the Materials;
iii. hereby grant to NCPI a perpetual, nonexclusive, royalty-free license to use and display the Derivative Works in NCPI’s marketing, promotional, and other materials.
c. Termination. You agree that NCPI may terminate or suspend any licenses granted by NCPI hereunder at any time and for any reason by providing written notice to you or your organization. Upon such termination or suspension for any reason, you agree to immediately stop using the Site and/or Materials, as applicable.
2. Proprietary Rights. All Materials and other information, graphics, photographs, format, design and other content on the Site or in the Materials (collectively, “Content”) and the operation and interface of the Site are protected by copyright law and other intellectual property laws, and are owned by or licensed to NCPI or its affiliates with permission of the owner. Unless you are the Content owner, unless expressly permitted herein, you may not copy, modify, duplicate, create derivative works from, republish, display, transmit, or distribute the Content in any way without the prior written consent of NCPI. NCPI, VIRGINIA CENTER FOR POLICING INNOVATION, the NCPI logos, and MY VOICE. OUT COMMUNITY. are trademarks owned by NCPI (“Trademarks”). You may not use our Trademarks without the prior written consent of NCPI or as permitted hereunder. Additionally, unless permitted hereunder, you may not use our Trademarks (i) in connection with any product or service that does not belong to us, (ii) in any manner that is likely to cause confusion about whether we are the source, sponsor, or endorser of a product, service, or activity, or (iii) in any manner that may damage our reputation. Any breach of this Agreement shall immediately terminate the license and rights granted by NCPI hereunder, and may subject you to civil and/or criminal prosecution.
3. Transmission of Information. Because we do not control the security of the Internet or other networks you use to access the Site or communicate with us, we cannot be, and are not, responsible for the security of information that you choose to communicate with NCPI while it is being transmitted. In addition, NCPI is not responsible for any data lost during transmission.
4. DISCLAIMER OF WARRANTIES. THE SITE AND MATERIALS ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND. NCPI, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
For purposes of clarification, but not limitation, of the foregoing: neither NCPI nor any of its employees or agents warrant that use of the Site OR MATERIALS will be uninterrupted, error-free, or NONINFRINGING; nor do they make any warranty as to (i) the accuracy, completeness, timeliness, reliability or content of any information or service offered through the Site; (ii) that the quality of any services, information, or other material that you obtain will meet your expectations; or (iii) that the MATERIALS OR ANY OTHER files available for downloading or sharing from the Site, if any, will be free from infection, viruses, worms, Trojan horses, or other code that manifests contaminating or destructive properties.
5. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL NCPI OR ANY OFFICER, DIRECTOR, AFFILIATE, EMPLOYEE OR AGENT THEREOF BE RESPONSIBLE FOR ANY LOSS OR DAMAGE OF ANY KIND, INCLUDING, WITHOUT LIMITATION, PERSONAL INJURY, DEATH OR PROPERTY DAMAGE, ARISING OUT OF OR RELATING TO YOUR USE OF THE SITE OR MATERIALS OR OTHERWISE IN CONNECTION WITH THE SITE OR MATERIALS. NCPI SHALL NOT BE RESPONSIBLE FOR ANY COSTS OR EXPENSES RESULTING FROM YOUR USE OF THE SITE OR MATERIALS. FOR PURPOSES OF CLARIFICATION, AND NOT LIMITATION, OF THE FOREGOING, NCPI SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS), REGARDLESS OF THE NATURE OF SUCH DAMAGES AND REGARDLESS OF WHETHER NCPI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NCPI ASSUMES NO RESPONSIBILITY OR LIABILITY FOR ANY LOST DATA, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO OR ALTERATION OF ANY CONTENT OR USER COMMUNICATION. NCPI IS NOT RESPONSIBLE FOR OR LIABLE FOR ANY PROBLEMS OR TECHNICAL MALFUNCTION OF ANY NETWORK, COMPUTER ONLINE SYSTEM, SERVER OR PROVIDER, COMPUTER EQUIPMENT, MOBILE DEVICE, SOFTWARE, OR FAILURE OF EMAIL DUE TO TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET, INCLUDING, WITHOUT LIMITATION, INJURY OR DAMAGE TO ANY COMPUTER OR MOBILE DEVICE ARISING OUT OF OR RELATED TO USE OF THE SITE OR MATERIALS.
If applicable law in your jurisdiction limits or prohibits application of some or all of the above limitations on liability, those provisions should be interpreted to limit NCPI’s liability to the fullest extent permitted by applicable law.
6. Indemnification. You agree to indemnify, hold harmless, and defend (only if requested) NCPI and its directors, officers, employees, agents, representatives and affiliates against all liabilities, losses, damages, and costs (including reasonable attorneys’ fees) that the indemnified parties may incur based on claims arising out of your use of the Site or Materials or your violation of these Terms. We reserve the right to assume the exclusive defense and control of any matter for which we are entitled to indemnification. You agree to provide us with cooperation we may reasonably request.
8. Your Representations and Warranties. You represent and warrant that (i) you are not located in a country that is subject to a United States government embargo, or that has been designated by the United States government as a “terrorist supporting” country; (ii) you are not listed on any United States government list of prohibited or restricted parties; (iii) you are of sufficient legal age in your jurisdiction to enter this Agreement; (iv) your access and use of the Site or Materials does not violate any agreement between you and any third party; and (v) your access and use of the Site or Materials do not violate any applicable local, state, national or international law, rule, or regulation in your jurisdiction, including, without limitation, laws governing online conduct and the unlawful export of software or technical data to restricted individuals or countries.
10. Dispute Resolution. This Agreement is governed by the laws of the Commonwealth of Virginia without regard to its conflict of laws principles. You hereby irrevocably submit to the jurisdiction of, and waive any objection to venue in, the state and/or federal courts in Richmond, Virginia with respect to any dispute, disagreement or cause of action arising out of or related to the Site or the Materials. YOU HEREBY WAIVE ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT.
11. Miscellaneous. NCPI’s failure to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or of the right to enforce it or any other provision at a later time. NCPI may, at any time, in its sole discretion and without notice to you, assign some or all of its rights and obligations under this Agreement. You may not assign your rights or delegate your duties under this Agreement without the prior written consent of NCPI. If any provision of this Agreement is held invalid, illegal or unenforceable for any reason, such invalid, illegal or unenforceable provision shall be modified, if possible, to lawfully effect the intent of the parties and shall not affect the existence or enforceability of any other provision of this Agreement.
Please direct any questions or comments concerning these Terms to [email protected].