Waters Center for Systems Thinking, Inc. Terms of Service
Last Updated: August 2019
Welcome, and thank You for Your interest in Waters Center for Systems Thinking, Inc., a 501(c)(3) organization (“Waters Center” or “We” or “Us”), which operates the Websites located at waterscenterst.org and thinkingtoolsstudio.org (the “Website”). The following Terms of Service are a legal contract between You (“You”) and Waters Center regarding Your use of the Website. Visitors and users of the Website are referred to individually as “User” and collectively as “Users".
Table of Contents
- Eligibility; Accounts
- Other Guidelines
- Modification of the Terms
- User Content License Grant; Representations and Warranties
- Digital Millennium Copyright Act
- Proprietary Materials; Licenses
- Prohibited Conduct
- Third-Party Sites, Products and Services; Links
- Disclaimers; No Warranties
- Limitation of Liability and Damages
- Miscellaneous (including Dispute Resolution and Arbitration)
1. Eligibility; Accounts
The Website is not available to (a) any users previously suspended or removed from the Website by Waters Center or (b) any persons under the age of 18 whose registration has not been approved by a legal parent or guardian. By clicking the “I Agree” button or by otherwise using or signing up an account for the Website, You represent (a) that You have not been previously suspended or removed from the Website by Waters Center; (b) that You are either (i) at least 18 years of age or (ii) Your parent and/or guardian has consented to Your use of the Website; and (c) that Your registration and Your use of the Website is in compliance with any and all applicable laws and regulations.
In order to use certain features of the Website, You must sign up for an account. You may be asked to provide a password in connection with Your account. You are solely responsible for maintaining the confidentiality of Your account and password, and You agree to accept responsibility for all activities that occur under Your account or password. You agree that the information You provide to Waters Center, whether at registration or at any other time, will be true, accurate, current, and complete. You also agree that You will ensure that this information is kept accurate and up-to-date at all times. If You have reason to believe that Your account is no longer secure (e.g., in the event of a loss, theft or unauthorized disclosure or use of Your account ID or password), then You agree to immediately notify Waters Center at email@example.com. You may be liable for the losses incurred by Waters Center or others due to any unauthorized use of Your Website account.
1.2 Integrated Service
3. Other guidelines
When using the Website, You will be subject to any additional posted guidelines or rules applicable to specific services and features which may be posted from time to time (the “Guidelines”). All such Guidelines are hereby incorporated by reference into the Terms.
4. Modification of the Terms
Waters Center reserves the right, at our discretion, to change, modify, add, or remove portions of the Terms at any time. Please check the Terms and any Guidelines periodically for changes. Your continued use of the Website after the posting of changes constitutes Your binding acceptance of such changes. For any material changes to the Terms, Waters Center will make reasonable effort to provide notice to You of such amended Terms, such as by an email notification to the address associated with Your account or by posting a notice on the Website, and such amended terms will be effective against You on the earlier of (i) Your actual notice of such changes and (ii) thirty days after Waters Center makes reasonable attempt to provide You such notice. Disputes arising under these Terms will be resolved in accordance with the version of the Terms in place at the time the dispute arose.
5. User Content License Grant; Representations and Warranties
5.1 User Content
Waters Center may permit the posting and/or publishing by You and other Users of notes, questions, comments, ratings, reviews, images, videos and other audio-visual materials and communications (collectively, “User Content”) You understand that whether or not such User Content is published, Waters Center does not guarantee any confidentiality with respect to any submissions.
5.2 License Grant to Waters Center
By posting, submitting or distributing User Content on or through the Website, You hereby grant to Waters Center a worldwide, non-exclusive, transferable, assignable, fully paid-up, royalty-free, perpetual, irrevocable right and license to host, transfer, display, perform, reproduce, distribute, prepare derivative works of, use, make, have made, sell, offer for sale, import, and otherwise use Your User Content, in whole or in part, in any media formats and through any media channels (now known or hereafter developed).
5.3 License Grant to Users
User Postings. By posting, submitting or distributing User Postings through the Website, You hereby grant to each User of the Website a non-exclusive license to access and use Your User Postings in any manner permitted or made available by Waters Center on or through the Website.
5.4 User Content Representations and Warranties
You are solely responsible for Your User Content and the consequences of posting, creating, or publishing them. You represent and warrant that: (1) You are the creator and owner of or have the necessary licenses, rights, consents, and permissions to use and to authorize Waters Center and Waters Center’s Users to use and distribute Your User Content as necessary to exercise the licenses granted by You in these Terms and in the manner contemplated by Waters Center and these Terms; (2) Your User Content does not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right or (b) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; and (3) Your User Content does not contain any viruses, adware, spyware, worms, or other malicious code.
5.5 Access to Your User Content
Waters Center may permit Users to share their User Content with a select group of other Users, or make their User Content public for all (even non-Website users) to view. You acknowledge and agree that, although Waters Center may provide certain features intended to allow You to restrict some User Content You create from others, Waters Center does not guarantee that such User Content will never be accessible by others. In the event of unauthorized access, Waters Center will use reasonable efforts to notify You pursuant to Section 14.1 below. Waters Center hereby disclaims any and all liability with respect to any unauthorized access to any restricted User Content.
5.6 User Content Disclaimer
You understand that when using the Website You will be exposed to User Content from a variety of sources, and that Waters Center is not responsible for the accuracy, usefulness, or intellectual property rights of or relating to such User Content. You further understand and acknowledge that You may be exposed to User Content that is inaccurate, offensive, indecent or objectionable, and You agree to waive, and hereby do waive, any legal or equitable rights or remedies You have or may have against Waters Center with respect thereto. Waters Center does not endorse any User Content or any opinion, recommendation or advice expressed therein, and Waters Center expressly disclaims any and all liability in connection with User Content.
6. Digital Millennium Copyright Act
It is Waters Center’s policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act. For more information, please go to Waters Center’s DMCA Notification Guidelines . Waters Center will promptly terminate without notice Your access to the Website if You are determined by Waters Center to be a “repeat infringer.” A repeat infringer is a User who has been notified by Waters Center of infringing activity violations more than twice and/or who has had User Content or any other user-submitted content removed from the Website more than twice.
7. Proprietary Materials; Licenses
7.1 Proprietary Materials
The Website is owned and operated by Waters Center. The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), software, services, content, educational videos and exercises, and all other elements of the Website (the “Website Materials”) are protected by United States and international copyright, patent, and trademark laws, international conventions, and other applicable laws governing intellectual property and proprietary rights. Except for any User Content provided and owned by Users and except as otherwise set forth in this Section 7, all Website Materials, and all trademarks, service marks, and trade names, contained on or available through the Website are owned by or licensed to Waters Center, and Waters Center reserves all rights therein and thereto not expressly granted by these Terms.
7.2 Licensed Educational Content
Waters Center may make available on the Website certain educational videos, exercises, and related supplementary materials that are owned by Waters Center or its third-party licensors (the “Licensed Educational Content”). Waters Center grants to You a non-exclusive, non-transferable right to access and use the Licensed Educational Content as made available on the Website by Waters Center solely for Your personal, non-commercial purposes. Unless expressly indicated on the Website that a particular item of Licensed Educational Content is made available to Users under alternate license terms, You may not download, distribute, sell, lease, modify, or otherwise provide access to the Licensed Educational Content to any third party.
(a) Alternate Licenses
In certain cases, Waters Center or its licensors may make available Licensed Educational Content under alternate license terms, such as a variant of the Creative Commons License (as defined below) (each, an “Alternate License”). Where expressly indicated as such on the Website, and subject to the terms and conditions of these Terms, the applicable Licensed Educational Content is licensed to You under the terms of the Alternate License. By using, downloading, or otherwise accessing such Licensed Educational Content, You agree to comply fully with all the terms and conditions of such Alternate License.
(b) Creative Commons License
Unless expressly otherwise identified on the Website with respect to a particular item of Licensed Educational Content, any reference to the “Creative Commons”, “CC” or similarly-phrased license shall be deemed to be a reference to the Creative Commons Attribution-NonCommercial-ShareAlike 4.0 United States License (available at http://creativecommons.org/licenses/by-nc-sa/4.0/) (the “Creative Commons License”).
7.3 Non-Commercial Use
The Licensed Educational Content are intended for personal, non-commercial use only. Without limiting the foregoing, and notwithstanding the terms of any Alternate License for such Licensed Educational Content, the Licensed Educational Content may not be used, distributed or otherwise exploited for any commercial purpose, commercial advantage or private monetary compensation, unless otherwise previously agreed in writing by Waters Center.
(a) Impermissible Uses
Without limiting the generality of the foregoing, the following are types of uses that Waters Center expressly defines as falling outside of “non-commercial” use:
i. the sale or rental of (1) any part of the Licensed Educational Content, (2) any derivative works based at least in part on the Licensed Educational Content, or (3) any collective work that includes any part of the Licensed Educational Content;
ii. providing training, support, or editorial services that use or reference the Licensed Educational Content in exchange for a fee; and
iii. the sale of advertisements, sponsorships, or promotions placed on the Licensed Educational Content, or any part thereof, or the sale of advertisements, sponsorships, or promotions on any Website or blog containing any part of the Licensed Educational Material, including without limitation any “pop-up advertisements.”
(b) Use Characterization
Whether a particular use of the Licensed Educational Content is “non-commercial” depends on the use, not the user. Thus, a use of the Licensed Educational Content that does not require that users pay fees and that does not provide an entity with a commercial advantage is “non-commercial,” even if this use is by a commercial entity. Conversely, any use that involves charging users in connection with their access to the Licensed Educational Content is not “non-commercial,” even if this use is by a non-profit entity. As an example, a for-profit corporation’s use of the Licensed Educational Content for internal professional development or training of employees is permitted, so long as the corporation charges no fees, directly or indirectly, for such use. Conversely, as another example, a non-profit entity’s use of the Licensed Educational Content in connection with an fee-based training or educational program is NOT “non-commercial” and is not permitted.
7.4 Crediting Waters Center
If You distribute, publicly perform or display, transmit, publish, or otherwise make available any Licensed Educational Content or any derivative works thereof, You must also provide the following notice prominently, along with such Licensed Educational Content or derivative work thereof: “©2019 Waters Center for Systems Thinking www.WatersCenterST.org and www.ThinkingToolsStudio.org”.
8. Prohibited Conduct
You agree not to:
8.1 use the Website for any commercial use or purpose unless expressly permitted by Waters Center in writing, it being understood that the Website and related services are intended for personal, non-commercial use only;
8.2 except as expressly permitted under Sections 5.3 and 7 of these Terms, rent, lease, loan, sell, resell, sublicense, distribute or otherwise transfer the licenses for any Website Materials;
8.3 post, upload, or distribute any defamatory, libelous, or inaccurate User Content or other content;
8.4 post, upload, or distribute any User Content or other content that is unlawful or that a reasonable person could deem to be objectionable, offensive, indecent, pornographic, harassing, threatening, embarrassing, distressing, vulgar, hateful, racially or ethnically offensive, or otherwise inappropriate;
8.5 impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the Website accounts of others without permission, or perform any other fraudulent activity;
8.6 delete the copyright or other proprietary rights notices on the Website or on any Licensed Educational Content, Licensed Educational Code, or User Content;
8.7 assert, or authorize, assist, or encourage any third party to assert, against Waters Center or any of its affiliates or licensors any patent infringement or other intellectual property infringement claim regarding any Licensed Educational Content, Licensed Educational Code, or User Content You have used, submitted, or otherwise made available on or through the Website;
8.8 make unsolicited offers, advertisements, proposals, or send junk mail or spam to other Users of the Website (including, but not limited to, unsolicited advertising, promotional materials, or other solicitation materials, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures);
8.9 use the Website for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, and data protection and privacy;
8.10 defame, harass, abuse, threaten or defraud Users of the Website, or collect, or attempt to collect, personal information about Users or third parties without their consent;
8.11 remove, circumvent, disable, damage or otherwise interfere with security-related features of the Website, Licensed Educational Content, or User Content, features that prevent or restrict use or copying of any content accessible through the Website, or features that enforce limitations on the use of the Website, Licensed Educational Content, or User Content;
8.12 reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Website or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
8.13 modify, adapt, translate or create derivative works based upon the Website or any part thereof, except and only to the extent expressly permitted by Waters Center herein or to the extent the foregoing restriction is expressly prohibited by applicable law; or
8.14 intentionally interfere with or damage operation of the Website or any User’s enjoyment of it, by any means, including without limitation by participation in any denial-of-service type attacks or by uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code.
9. Third-Party Sites, Products and Services; Links
The Website may include links or references to other Websites or services solely as a convenience to Users (“Reference Sites”). Waters Center does not endorse any such Reference Sites or the information, materials, products, or services contained on or accessible through Reference Sites. Access and use of Reference Sites, including the information, materials, products, and services on or available through Reference Sites is solely at Your own risk.
10.1 Termination by Waters Center
Waters Center, at its sole discretion, for any or no reason, and without penalty, may terminate any account (or any part thereof) You may have with Waters Center or Your use of the Website and remove and discard all or any part of Your account, User profile, and User Content, at any time. Waters Center may also at its sole discretion and at any time discontinue providing access to the Website, or any part thereof, with or without notice. You agree that any termination of Your access to the Website or any account You may have, or portion thereof, may be affected without prior notice, and You agree that Waters Center will not be liable to You or any third party for any such termination. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Waters Center may have at law or in equity. As discussed herein, Waters Center does not permit copyright, trademarks, or other intellectual property infringing activities on the Website, and will terminate access to the Website, and remove all User Content or other content submitted, by any Users who are found to be repeat infringers.
10.2 Termination by You
Your only remedy with respect to any dissatisfaction with (i) the Website, (ii) any element of these Terms of Service, (iii) Guidelines, (iv) any policy or practice of Waters Center in operating the Website, or (v) any content or information transmitted through the Website, is to terminate the Terms and Your account. You may terminate the Terms at any time by deleting Your login account with the Website and discontinuing use of any and all parts of the Website.
You agree to indemnify, defend, and hold harmless Waters Center, its affiliated companies, contractors, employees, agents and its third-party suppliers, licensors, and partners (“Waters Center Indemnitees”) from any claims, losses, damages, liabilities, and expenses (including legal fees and expenses), arising out of any use or misuse of the Website, any violation of the Terms, or any breach of the representations, warranties, and covenants made herein by You. Waters Center reserves the right, at Your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify Waters Center, and You agree to cooperate with Waters Center’s defense of these claims. Waters Center will use reasonable efforts to notify You of any such claim, action, or proceeding upon becoming aware of it.
12. Disclaimers; No Warranties
12.1 No Warranties
The Website, and all data, information, software, Website materials, content, User Content, Reference Sites, services, or applications made available in conjunction with or through the Website, are provided on an “as is,” “as available,” and “with all faults” basis. To the fullest extent permissible pursuant to applicable law, Waters Center, and its affiliates and licensors, disclaim any and all warranties and conditions, whether statutory, express or implied, including, but not limited to, all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. No advice or information, whether oral or written, obtained by You from Waters Center or through the Website will create any warranty not expressly stated herein.
Waters Center, and its suppliers, licensors, and affiliates, do not warrant that the Website or any data, User Content, functions, or any other information offered on or through the Website will be uninterrupted, or free of errors, viruses or other harmful components, and do not warrant that any of the foregoing will be corrected.
12.3 Harm to Your Computer
You understand and agree that Your use, access, download, or otherwise obtaining of content, Website materials, software, or data through the Website (including through any api’s) is at Your own discretion and risk, and that You will be solely responsible for any damage to Your property (including Your computer system) or loss of data that results therefrom.
12.4 Limitations by Applicable Law
Some states or other jurisdictions do not allow the exclusion of implied warranties, so the above exclusions may not apply to You. You may also have other rights that vary from state to state and jurisdiction to jurisdiction.
13. Limitation of Liability and Damages
13.1 Limitation of Liability
Under no circumstances, including, but not limited to, negligence, will Waters Center or its affiliates, contractors, employees, agents, or third-party partners, licensors, or suppliers be liable for any special, indirect, incidental, consequential, punitive, reliance, or exemplary damages (including without limitation damages arising from any unsuccessful court action or legal dispute, lost business, lost revenues or profits, loss of data, or any other pecuniary or non-pecuniary loss or damage of any nature whatsoever) arising out of or relating to the terms or Your use of (or inability to use) the Website or any Reference Site, or any other interactions with Waters Center, even if Waters Center or a Waters Center authorized representative has been advised of the possibility of such damages. Applicable law may not allow the limitation or exclusion of liability or incidental or consequential damages, so the above limitation or exclusion may not apply to You. In such cases, Waters Center’s liability will be limited to the fullest extent permitted by applicable law.
13.2 Limitation of Damages
In no event will Waters Center’s or its affiliates’, contractors’, employees’, agents’, or third-party partners’, licensors’, or suppliers’ total liability to You for all damages, losses, and causes of action arising out of or relating to the terms or Your use of the Website or Your interaction with other Website users (whether in contract, tort (including negligence), warranty, or otherwise), exceed the amount paid by You, if any, for accessing the Website during the twelve months immediately preceding the date of the claim or one hundred dollars, whichever is greater.
13.3 Basis of the Bargain
You acknowledge and agree that Waters Center has offered the Website and entered into the terms in reliance upon the disclaimers and the limitations of liability set forth herein, that the disclaimers and the limitations of liability set forth herein reflect a reasonable and fair allocation of risk between You and Waters Center, and that the disclaimers and the limitations of liability set forth herein form an essential basis of the bargain between You and Waters Center. Waters Center would not be able to provide the Website to You on an economically reasonable basis without these limitations.
Waters Center may provide You with notices, including those regarding changes to the Terms, by email, regular mail, postings on the Website, or other reasonable means. Notice will be deemed given twenty-four hours after email is sent, unless Waters Center is notified that the email address is invalid. Alternatively, we may give You legal notice by mail to a postal address, if provided by You through the Website. In such case, notice will be deemed given three days after the date of mailing. Notice posted on the Website is deemed given 30 days following the initial posting.
The failure of Waters Center to exercise or enforce any right or provision of the Terms will not constitute a waiver of such right or provision. Any waiver of any provision of the Terms will be effective only if in writing and signed by Waters Center.
These terms shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. You agree that any action at law or in equity arising out of or relating to these terms shall be filed only in the state or federal courts of the Commonwealth of Pennsylvania and You hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.
If any provision of the Terms or Guidelines is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from the Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.
The Terms and related Guidelines, and any rights and licenses granted hereunder, may not be transferred or assigned by You without Waters Center’s prior written consent, but may be assigned by Waters Center without consent or any restriction. Any assignment attempted to be made in violation of the Terms shall be null and void.
Upon termination of the Terms, any provision which, by its nature or express terms should survive, will survive such termination or expiration.
14.7 Entire Agreement
The Website is hosted in the United States, and the services provided hereunder are offered by Waters Center for Systems Thinking: 7090 N Oracle Rd, Suite 178-127, Tucson, AZ 85704-4383; firstname.lastname@example.org.
Digital Millennium Copyright Act Notification Guidelines
Notification of Infringement
It is the Waters Center’s policy to respond to clear notices of alleged copyright infringement. This page explains the information that must be included in these notices, as required by the Digital Millennium Copyright Act (“DMCA”). Upon receipt of a DMCA compliant notice, Waters Center for Systems Thinking, Inc., a 501(c)(3) organization (“Waters Center”), will expeditiously remove or disable access to the content that is the subject of the notice.
If You are a copyright owner or an authorized agent thereof, and You wish to file a notice of infringement with Us, then You may submit a notice by providing the Waters Center Designated Copyright Agent with the following information in writing (please consult Your legal counsel or See 17 U.S.C. Section 512(c)(3) to confirm these requirements):
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Waters Center Website are covered by a single notification, a representative list of such works at that site.
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Waters Center to locate the material.
- Information reasonably sufficient to permit Waters Center to contact You, such as an address, telephone number, and, if available, an electronic mail address at which You may be contacted.
- A statement that You have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
- A statement that the information in the notification is accurate, and under penalty of perjury, that You are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability. If You are unsure whether the material available online infringes Your copyright, we suggest that You contact an attorney before sending us a notice.
The administrator of an affected site or the provider of affected content may make a counter notification under sections 512(g)(2) and (3) of the DMCA. If You elect to send Us a counter notice, to be effective it must be a written communication that includes the following (please consult Your legal counsel or See 17 U.S.C. Section 512(g)(3) to confirm these requirements):
- A physical or electronic signature of the subscriber.
- Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.
- A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.
- The subscriber’s name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the subscriber’s address is outside of the United States, for any judicial district in which Waters Center may be found, and that the subscriber will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.
Please note that under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability.
Designated Copyright Agent
Waters Center’s Designated Copyright Agent to receive notifications and counter-notifications of claimed infringement can be reached as follows:
Address: Waters Center for Systems Thinking, 7090 N Oracle Rd, Suite 178-127, Tucson, AZ 85704-4383
You acknowledge that if You fail to comply with all of the requirements of this section, Your DMCA notice may not be valid.