Terms of Service

Terms of Service

CREATED: SEPTEMBER 5, 2023

Please read these Terms of Service (“Agreement”) carefully. By clicking on the mechanism designed to acknowledge the agreement and/or continuing to access or use the Services (as defined below), you consent to this Agreement. If you do not agree to this Agreement, do not click on the mechanism designed to acknowledge the agreement, and do not install, access, or otherwise use all or any portion of the Services.

This Agreement is between you and Vince Ngatara Foundation. (“Vince Ngatara” or “we”) concerning your use of (including any access to) (i) the Vince Ngatara Foundation website currently located at https://vincengataramemorialfoundation.org/ (together with any content, materials, and services available therein, and successor website(s) thereto, the “Website”), (ii) the software applications we may make available for use on or through computers and mobile devices (“Apps”), and (iii) the quizzes, tests, and questionnaires (and results thereof) we make available on or through the Website or Apps (“Questionnaires”) (all of the foregoing, collectively, “Services”). This Agreement hereby incorporates by this reference any additional terms and conditions posted by Spring through the Services, or otherwise made available to you by Spring as well as any services made available to you by Vince Ngatara Foundation, including but not limited to Vince Ngatara Foundation Privacy Policy, the Electronic Communication Agreement and the Informed Consent, if applicable. Your use of the Services is governed by this Agreement regardless of how you access the Services, including through the Internet, through Wireless Access Protocol (commonly referred to as “WAP”), through a mobile network or otherwise.

PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION, THIS AGREEMENT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS, INCLUDING VARIOUS LIMITATIONS AND EXCLUSIONS ON DAMAGES YOU MAY CLAIM AGAINST SPRING AND INDEMNIFICATION OBLIGATIONS YOU OWE TO SPRING.

BY USING THE SERVICES, YOU AFFIRM THAT YOU ARE AT LEAST 18 YEARS OLD AND HAVE THE LEGAL CAPACITY TO ENTER INTO THIS AGREEMENT.

1.    Vince Ngatara Foundation Does Not Provide Medical Advice. The Services, including, without limitation, the Questionnaires and the results of the Questionnaires, are provided by Vince Ngatara Foundation and its licensors for informational purposes only. The Services, and any data, information or results provided on, through or by the Services, are (a) not intended to be medical advice or instructional for medical diagnosis or treatment, (b) not intended to be complete or to replace personal consultation with a qualified healthcare professional, and (c) not a substitute for the advice of your physician or other qualified health provider(s). They are provided for informational purposes only and should not be relied upon. You should always seek the advice of your physician or other qualified health provider regarding any data, information or results provided by the Services or any questions you may have regarding a health or medical condition, and you must never disregard, avoid or delay obtaining professional medical advice from your physician or other qualified health provider(s) because of any data, information or results provided on, through or by the Services. You acknowledge that while some Content (as defined below) may be provided by individuals in the health care field, the provision of such Content does not create a medical professional/patient relationship, and does not constitute a medical opinion, medical advice, or diagnosis or treatment, but is provided for informational purposes only and should not be relied upon]. “Content” means text, data, graphics, images, photographs, video, audio, information, suggestions, guidance, content and other materials provided, made available or otherwise found on the Website. The Content is not intended to substitute for or replace any other diagnostic or therapeutic services. Reliance on any Content is solely at your own risk. NO LICENSED MEDICAL PROFESSIONAL/PATIENT RELATIONSHIP IS CREATED BY USING THE WEBSITE OR ANY CONTENT CONTAINED THEREIN, WHETHER SUCH CONTENT IS PROVIDED BY OR THROUGH THE USE OF THE WEBSITE OR THROUGH ANY OTHER COMMUNICATIONS.
2.    Products. The Services may refer to certain goods or services (collectively, “Products”), including making available listings, descriptions, and images of, and references and links to, Products, whether such Products are made available by Vince Ngatara Foundation or by third parties. Such references do not imply our endorsement of any Product or affiliation with the provider of such Product. We make no representations as to the completeness, accuracy, quality, fitness for purpose, timeliness or otherwise of such references (including any features or specifications), and any such information is subject to change at any time without notice. It is your responsibility to ascertain and obey all applicable local, provincial, federal and foreign laws (including minimum age requirements) regarding the possession, use and sale of any Product. The Products may be changed periodically without prior notice.
3.    Changes. We may change this Agreement by notifying you of such changes by any reasonable means, including by posting a revised Agreement through the Services, or as otherwise required by applicable law. Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Agreement incorporating such changes, or otherwise notified you of such changes.

Your use of the Services following any changes to this Agreement will constitute your acceptance of such changes. The “LAST UPDATED” legend above indicates when this Agreement was last changed. We may, at any time and without liability, modify or discontinue all or part of the Services (including access to the Services via any third-party links); or offer opportunities to some or all Services users. We will, where possible, provide you with prior notice of such changes, but may not always be able to do so. You should check the current version of this Agreement each time you use the Services.

4.    Information Submitted Through the Services. We will collect, store, transfer, and otherwise use your information in accordance with Vince Ngatara Foundation Privacy Policy (the “Privacy Policy”) and will rely on lawful grounds for processing your personal data as described in the Privacy Policy, which may be amended from time to time. A copy of the Privacy Policy is located at https://vincengatarafoundation.org/privacy-policy.
5.    Jurisdictional Issues. The Services are controlled, hosted, and operated from the United States. The Services may not be appropriate or available for use in some non-U.S. jurisdictions. Any use of the Services is at your own risk, and you must comply with all applicable laws, rules, and regulations in doing so. We may limit the Services’ availability at any time, in whole or in part, to any person, geographic area or jurisdiction that we choose. Some jurisdictions allow specific rights to residents or citizens of such jurisdictions. Please see the Privacy Policy to see how to exercise such rights.
6.    Rules of Conduct. In connection with the Services, you will not (and will not encourage third parties to): use the Services for any purpose (including any purpose that is fraudulent or otherwise tortious or unlawful) other than the Services’ intended purpose; harvest or collect information about users of the Services; interfere with or disrupt the operation of the Services or the servers or networks used to make the Services available, including by hacking or defacing any portion of the Services, or violate any requirement, procedure or policy of such servers or networks; restrict or inhibit any other person from using the Services; copy, record, reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or any use of) the Services except as expressly authorized herein, without Vince Ngatara Foundation express prior written consent (this includes an express prohibition with respect to the taping, recording and/or photographing in any format (e.g., video, audio, etc.) by you and/or any third party of any counseling sessions rendered through the use of the Service); reverse engineer, decompile or disassemble any portion of the Services, except where such restriction is expressly prohibited by applicable law; remove any copyright, trademark or other proprietary rights notice from the Services; frame or mirror any portion of the Services, or otherwise incorporate any portion of the Services into any product or service, without Spring’s express prior written consent; systematically download and store Services content; use any robot, spider, search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather Services content, or reproduce or circumvent the navigational structure or presentation of the Services, without Vince Ngatara Foundation express prior written consent; post, transmit or otherwise make available through or in connection with the Services any materials that are or may be: (a) threatening, harassing, degrading, hateful or intimidating, or otherwise fail to respect the rights and dignity of others; (b) defamatory, libelous, or otherwise tortious; (c) fraudulent, false, or otherwise intended to manipulate, distort, mislead, misrepresent, falsify or interfere with the Services or the use of the Services (for example, with respect to the Questionnaires and results provided by the Services); (d) obscene, indecent, pornographic or otherwise objectionable; or (e) protected by copyright, trademark, trade secret, right of publicity or privacy or any other proprietary right, without the express prior written consent of the applicable owner; post, transmit or otherwise make available through or in connection with the Services any virus, worm, Trojan horse, Easter egg, time bomb, spyware, ransomware or other computer code, file or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment.
7.    Registration; Usernames and Passwords. You may need to register to use all or part of the Services. We may reject, or require that you change, any username, password or other information that you provide to us in registering. Your username and password are for your personal use only and should be kept confidential; you, and not Vince Ngatara Foundation, are responsible for any use or misuse of your username or password, and you must promptly notify us of any confidentiality breach or unauthorized use of your username or password, or your Services account.
8.    Feedback. If you provide to us any ideas, proposals, suggestions, recommendations or other materials (“Feedback”), whether related to the Services or otherwise, Vince Ngatara Foundation and our affiliates will be free to use and disclose the Feedback in our sole discretion without any obligations or restrictions of any kind, including creating and distributing any product or service that incorporates the Feedback without paying you any royalties. You hereby assign to us, free of charge, on an exclusive basis, for the entire world and for the term of legal protection, as and when they are created, all intellectual property rights (including in particular but without limitation copyrights, author’s rights, trademarks, patents, utility models, registered and unregistered designs, models, design patents, rights of database creators, software, source code, object code and related documentation, mask works, know-how, trade and manufacturing secrets and confidential data, and all other intellectual property rights or related rights (hereafter the “Intellectual Property Rights”), attached or likely to be attached to the Feedback. In particular, you hereby assign free of charge, on an exclusive basis, for the entire world and for the full term of legal protection, all author’s economic rights in respect of the Feedback, as and when such Feedback is created, such that you retain no economic right whatsoever in respect of the Feedback. This assignment of economic rights is granted for all purposes whatsoever, including, without limitation, corporate, commercial, marketing, advertising, promotional, management, organizational, and publishing. You also hereby irrevocably waive in favor of Spring, our affiliates, and our and their respective successors, assignees, and licensees, all moral rights you may have in or to the Feedback.

Upon request from us, and at our expense, you will execute all documents and further agreements and undertake all formalities that may be requested by us at any moment, if any, so as to give full effect to the assignment and waiver with respect to the Feedback and the Intellectual Property Rights provided hereunder.

You hereby acknowledge and agree that your provision of such Feedback is gratuitous, unsolicited, and without restriction, and does not place Vince Ngatara Foundation under any fiduciary or other obligation.

9.    Vince Ngatara Foundation Intellectual Property Rights. We and our licensors own the Website, Questionnaires, and other Services. Without limiting Section 6 and except as otherwise expressly permitted by this Agreement, no part of the Website or Questionnaires may be reproduced, transmitted, transcribed, stored in a retrieval system, or translated into any language in any form by any means without the prior written permission of Vince Ngatara Foundation. Subject to your compliance with this Agreement, and solely for so long as you are permitted by Vince Ngatara Foundation to use the Services, you may view one (1) copy of any portion of the Website or Questionnaires to which we provide you access hereunder, on any single device, solely for your personal, non-commercial use and you may reproduce and disclose to third parties, such as your physician or other health provider, the results of your use of the Services (for example, the PDF file provided by Vince Ngatara Foundation to you with the results of your taking a Questionnaire).

All trade names, trademarks, service marks, and logos used as part of the Services are the property of the Vince Ngatara Foundation or our licensors. You may not use Vince Ngatara Foundation trade names, trademarks, service marks, or logos in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. Nothing contained in the Services should be construed as granting any right to use any trade names, trademarks, service marks or logos without the express prior written consent of the owner.

10.    Third-Party Materials; Links. Certain Services functionality may make available access to data, information, and materials made available by third parties (“Third Party Materials”), or allow for the routing or transmission of such Third Party Materials, including via links. By using such functionality, you are directing us to access, route, and transmit to you the applicable Third-Party Materials. We neither control nor endorse, nor are we responsible for, any Third Party Materials, including the accuracy, integrity, quality, legality, usefulness, or safety of Third Party Materials, or any intellectual property rights therein. Certain third-party materials may, among other things, be inaccurate, misleading, or deceptive. Nothing in this Agreement will be deemed to be a representation or warranty by the Vince Ngatara Foundation with respect to any Third-Party Materials. We have no obligation to monitor Third Party Materials, and we may block or disable access to any Third-Party Materials (in whole or part) through the Services at any time. In addition, the availability of any Third-Party Materials through the Services does not imply our endorsement of or our affiliation with, any provider of such Third-Party Materials, nor does such availability create any legal relationship between you and any such provider. YOUR USE OF THIRD-PARTY MATERIALS IS AT YOUR OWN RISK AND IS SUBJECT TO ANY ADDITIONAL TERMS, CONDITIONS AND POLICIES APPLICABLE TO SUCH THIRD-PARTY MATERIALS (SUCH AS TERMS OF SERVICE OR PRIVACY POLICIES OF THE PROVIDERS OF SUCH THIRD-PARTY MATERIALS).
11.    DISCLAIMER OF WARRANTIES. Some jurisdictions do not allow for the disclaimer of certain warranties, so the disclaimers below may not apply to you. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND ANY PRODUCTS AND THIRD-PARTY MATERIALS ARE MADE AVAILABLE TO YOU “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. SPRING DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SERVICES AND ANY PRODUCTS AND THIRD-PARTY MATERIALS TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE. ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE ON BEHALF OF BOTH VINCE NGATARA FOUNDATION AND ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, MANDATARIES, REPRESENTATIVES, LICENSORS, SUPPLIERS AND SERVICE PROVIDERS (COLLECTIVELY, THE “AFFILIATED ENTITIES”).

While we try to maintain the timeliness, integrity, and security of the Services, we do not guarantee that the Services are or will remain updated, complete, correct, or secure, or that access to the Services will be uninterrupted. The Services may include inaccuracies, errors, and materials that violate or conflict with this Agreement. Additionally, third parties may make unauthorized alterations to the Services. If you become aware of any such alteration, contact us at https://www.vincengatarafoundation.com/support with a description of such alteration and its location on the Services.

12.    Limitation of Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, VINCE NGATARA FOUNDATION WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHER THEORY, INCLUDING DAMAGES FOR LOSS OF PROFITS, USE OR DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF SUBMISSIONS (INCLUDING UNAUTHORIZED INTERCEPTION BY THIRD PARTIES OF ANY SUBMISSIONS), EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. WITHOUT LIMITING THE FOREGOING, VINCE NGATARA FOUNDATION WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SERVICES (INCLUDING, TO BE CLEAR, THE QUESTIONNAIRES AND RESULTS THEREOF) OR FROM ANY PRODUCTS OR THIRD-PARTY MATERIALS. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICES OR ANY PRODUCTS OR THIRD-PARTY MATERIALS IS TO STOP USING THE SERVICES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE MAXIMUM AGGREGATE LIABILITY OF VINCE NGATARA FOUNDATION FOR ALL OTHER DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WILL BE THE GREATER OF (A) THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO SPRING TO USE THE SERVICES AND (B) ONE HUNDRED UNITED STATES DOLLARS (USD $100). ALL LIMITATIONS OF LIABILITY OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE ON BEHALF OF BOTH SPRING AND THE AFFILIATED ENTITIES.

Applicable law may not allow for limitations on certain implied warranties, or exclusions or limitations of certain damages; solely to the extent that such law applies to you, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you may have certain additional rights at law.

13.    Indemnity. Except to the extent prohibited under applicable law, you agree to defend, indemnify and hold harmless Vince Ngatara Foundation and the Affiliated Entities from and against all claims, losses, costs, and expenses (including attorneys’ fees) arising out of or related to (a) your use of, or activities in connection with, the Services (including, to be clear, the Questionnaires and results thereof); and (b) any violation or alleged violation of this Agreement by you.
14.    Termination. This Agreement is effective until terminated. Vince Ngatara Foundation may terminate or suspend your use of the Services upon 7 days’ notice (except in circumstances where you have committed a serious breach of the Agreement which is not capable of remedy in which case no notice will be provided). Upon any such termination or suspension, your right to use the Services will immediately cease, and Vince Ngatara Foundation may, without liability to you or any third party, immediately deactivate or delete your username, password, and account, and all associated materials, without any obligation to provide any further access to such materials. Sections 1, 2, 4 through 9, and 11 through 19 will survive any expiration or termination of this Agreement.
15.    Governing Law; Jurisdiction. This Agreement is governed by and will be construed in accordance with the laws of the State of New York, U.S.A., without regard to its principles of conflicts of law, and regardless of your location. You agree to exclusive jurisdiction of the federal and state courts located in Kansas City, U.S.A., and waive any jurisdictional, venue, or inconvenient forum objections to such courts.
16.    Information or Complaints. If you have a question or complaint regarding the Services, please send an e-mail to https://www.vincengatarafoundation.org /support. Please note that e-mail communications will not necessarily be secure; accordingly, you should not include credit card information or other sensitive information in your e-mail correspondence with us.