Terms and Conditions
Last updated on July 08, 2022.
1. THIS AGREEMENT
1.1. This Agreement is a legally binding contract between you and WorldTide Inc., (incorporated and registered in Massachusetts) at P.O. Box 433, Williamsburg, MA 01096-0433, United States of America (“WorldTide” “we” or “us”).
1.2. This Agreement applies to our data management solutions products (including but not limited to “easyReportPRO”), and our websites (including but not limited to www.worldtide.com and www.easyreportpro.com), and all other WorldTide products and services, including (but not limited to) user accounts, customer and technical support, report templates, and user generated content and user submitted templates or materials (any reference to our “Services” shall mean all of the above-mentioned WorldTide sites, products and services).
1.3. This Agreement will bind both you and WorldTide after you use any of our Services. If you do not agree to this Agreement, do not use any of the Services.
1.4. We may change this Agreement in our discretion, including as needed to reflect changes in our Services or in response to any change in applicable laws. If we do, we will strive to make the updated version of the Agreement available for review online before it takes effect, but circumstances may require that it become immediately binding upon you. For more information about this Agreement, or any changes hereto, please reach out to us at support@worldtide.com. If you do not agree to this Agreement (as may be updated from time to time) then you shall immediately cease using the Services.
1.5. To the extent that you enter into a separate written contract with WorldTide to provide you with access to certain WorldTide Services (such as a System Contract and License Agreement), the terms of such separate contract shall supersede those set forth in this Agreement to the extent that they conflict. Additionally, you should carefully review and understand our privacy policy (here) before using the Services.
1.6. Unless the terms of any applicable System Contract and License Agreement say otherwise, all fees paid to WorldTide shall be non-refundable.
2. LICENSE, NOT OWNERSHIP
2.1. The Services, which remain owned by WorldTide, are licensed to you, not sold. We grant to you a limited, revocable, non-exclusive, non-transferable, and non-assignable license to display, view, and use the WorldTide Services on no more than one (1) device at a time (meaning one (1) concurrent login per account), unless the terms of any applicable System Contract and License Agreement permit more. This license shall not be sold, lent, given, assigned, sub-licensed or otherwise transferred by you to any third party without WorldTide’s prior express written permission in each instance.
2.2. To enjoy all of the WorldTide Services you may be required to create one or more accounts, together with at least one user profile to be used in connection with such account, and you may be required to enter into a separate written agreement (such as a System Contract and License Agreement). You are responsible for protecting your account login credentials, which must remain private and secure. Similarly, you are solely responsible for implementing reasonable safeguards that ensure that everyone entrusted with a user profile created in connection with your account takes reasonable steps to protect the security and integrity of their user profile login credentials. WorldTide reserves the right, to be determined in our sole discretion, to disable any account or user profile if we suspect that such account or user profile has breached this Agreement or other applicable rules.
2.3. All users must be at least eighteen (18) years old to use the WorldTide Services. If you are under the age of 18, please ask your parent or guardian to review and approve this Agreement and to supervise your use of the WorldTide Services.
2.4. WorldTide Services function best on the Chrome browser. You are responsible for assuring appropriate hardware accessibility and Internet access. It is your responsibility to provide ongoing Internet access and to ensure that all requirements are met before using the relevant WorldTide Service.
2.5. We may patch, update, or change the WorldTide Services over time to add, remove or improve features, to fix bugs, or for other reasons.
2.6. The WorldTide Services may include links to third-party websites. You should carefully review both the terms and conditions and privacy policy associated with every website you visit, even if they are linked to from the Services. WorldTide shall not be responsible for the content or consequences associated with your clicking on any third-party links.
3. ACCESS TO THE SERVICES
As mentioned above, you may be required to enter into additional agreements (such as the System Contract and License Agreement) before you can enjoy full access to the Services. The Services are offered on an ‘as is’ and ‘as available’ basis. Because the Services are offered via the Internet, there may be outages or downtime that are the result of factors that fall outside WorldTide’s control. WorldTide shall not be responsible or liable for any outages or other periods of inaccessibility of the Services.
4. WORLDTIDE RULES
By using the Services, you agree that you (and every user profile associated with your account, if any), agree to comply with the following rules (the “Rules”), a violation of which could result in suspension or revocation (temporary or permanent) from the Services:
a. Do not attempt to sell, lease, rent, sublicense, copy, distribute, publish, or publicly display the WorldTide Services, your account, or any of your rights under this Agreement to any other party in any way not expressly authorized under this Agreement.
b. Do not modify, recreate, distribute, translate, reverse engineer, or attempt to obtain or use source code of, decompile or disassemble the Services unless otherwise permitted under applicable law.
c. Do not hack, harm, harass, threaten, or misuse the Services or any users thereof.
d. Do not deliberately or maliciously interrupt or interfere with the Services.
e. Do not interfere with or otherwise intentionally disrupt WorldTide, the Services, or use the Services to undertake any of the foregoing to any third party network software or servers, including via tunneling, code injection or insertion, denial of service, modifying or changing the Services.
f. Do not attempt to access any restricted portion of the WorldTide servers that require credentials that are not yours.
g. Except for using data for its intended purpose, you shall not intercept, mine, harvest, gather or otherwise collect data or information from the Services, including by deploying any third party software.
h. You shall not use the WorldTide name or its associated logos or trademarks for any commercial purpose, unless otherwise permitted under applicable law.
i. Do not use the Services to infringe upon any intellectual property rights or personal rights (including but not limited to rights of privacy, likeness, or publicity). Any content that you provide to WorldTide, such as images, photographs, text, and any other material or information, shall be wholly your own original content and it shall not infringe upon any copyright, trademark, patent, trade secret.
j. You shall not post or upload any files that contain any malicious code or viruses, including but not limited to spyware, Trojan horses, worms, time bombs, intentionally corrupted data, or anything that might reasonably be expected to damage or interfere with the operation of the Services.
k. You shall not use the Services to perpetrate any racist, harassing, xenophobic, sexist, homophobic, transphobic, discriminatory, abusive, defamatory, or otherwise offensive or illegal behavior.
l. Applicable free trial offers are limited to one per person, per participating WorldTide product. If we have reason to believe that you are attempting to abuse this rule (for example, by creating multiple spoof email accounts) then we may revoke your access to the Services.
5. DATA & USER SUBMITTED MATERIAL
5.1 The Services may give you access to certain default reports into which you may input data. For the avoidance of doubt, WorldTide shall not be the owner of any data that you input into any such reports. WorldTide will automatically backup all data entered into the Services daily as a precaution against system failure. Data backups will be preserved for up to seven (7) calendars days and only be used for full system recovery, not individual recovery requests. WorldTide shall not be responsible for any failure of such backup system to function properly; all losses (whether of data or revenues) resulting therefrom shall be your sole responsibility.
5.2 Under the Federal Educational Rights and Privacy Act (“FERPA”), personally identifiable information refers to information that is maintained in education records and includes both direct identifiers (e.g., a student’s full name or student ID number) and indirect identifiers (non-identifying personal information such as a birthday or mother’s maiden name which, when combined with other non-identifying personal information linked to the student, makes their identity readily ascertainable). Similarly, the Health Insurance Portability and Accountability Act (“HIPAA”) regards personally identifiable information as data relating directly or indirectly to an individual, from which the identity of the individual can be determined. Protected Health Information is such data in the possession of a HIPAA-covered entity which also relates to an individual’s past, present, or future health status. WorldTide is not a HIPAA or FERPA covered entity. WorldTide reasonably belies in good faith that the minimal quantum of personal information used in the Services (i.e., first name plus a gender) is insufficient to ascertain the identity of each data subject, however there may be instances where such data might identify the data subject. You shall be solely responsible for ensuring that all data input into the Services is not personally identifiable information under HIPAA or FERPA. If you believe that circumstances exist such that the collection of a first name and gender may be sufficient to reasonably identify the data subject (or otherwise qualify as Personally Identifiable Information under HIPAA or FERPA), then it is your sole responsibility to select the applicable CLIENT/CLIENTS button by the “first name” field, or to otherwise input a non-identifying moniker or placeholder reference in lieu of the applicable data subject’s first name.
5.3 The Services may also allow you to create your own customizable
report templates or otherwise share user-generated materials, including as ReportPRO
Collaborator (all user submitted templates and all other materials submitted by
any user to us with the intent that such material be viewed or used by others
may be collectively referred to as “User Submitted Material”). We
welcome you to share your new and creative report templates with us so that we
may make them available to other WorldTide customers. Similarly, if you decide
to use any User Submitted Material, you do so at your own risk. All User
Submitted Material submitted with the intent to be made available to others
shall only be made available in WorldTide’s sole discretion. Anyone who
submits User Submitted Material to WorldTide agrees that WorldTide may request
(or directly implement) various edits, grammatical or otherwise, before
accepting such material and further authorizes WorldTide to edit the User
Submitted Material as needed to ensure seamless integration into the Services.
Although WorldTide may make User Submitted Material available to its other
customers, WorldTide shall have no obligation to ensure that any User Submitted
Materials function as intended or are otherwise free of any harmful content. By
submitting, sharing, or otherwise posting User Submitted Material to WorldTide,
you give us a non-exclusive, permanent, irrevocable, worldwide, sub-licensable,
royalty-free license to use, modify, reproduce, create derivative works from,
distribute, transmit, communicate, and publicly display/perform your User Submitted
Material. Notwithstanding the above, WorldTide shall not be responsible for
the content of any User Submitted Material and each user shall be solely liable
if materials they submit violate the rights of any third-party. 6. INTELLECTUAL
PROPERTY RIGHTS The Services,
including (but not limited to) their visual elements, items, music, graphics,
computer code, user interface, look and feel, video, text, layout, databases,
data (other than data input by users into reports), templates, and all other
content and all intellectual property and other legal and exploitation rights
regarding them, are either owned by WorldTide or used under license. All rights
in the Services are reserved except as otherwise set forth in this Agreement.
WorldTide owns all right, title, and interest in and to the Services and all
intellectual property rights therein. 7. WARRANTIES
AND LIABILITY 7.1 WorldTide
represents and warrants that: (i) we have the right to enter into this
Agreement and to grant the license to you for your use of the Services pursuant
to section 2 above; (ii) we will use reasonable care with respect to the
Services; and (iii) we will take reasonable steps to comply with applicable
laws under this Agreement. 7.2. You
represent and warrant to WorldTide that: (i) you have the full power, right,
and authority to enter into this Agreement and will follow fully its terms;
(ii) all User Submitted Material which is submitted to WorldTide via any user
profile associated with your Account does not infringe upon the Intellectual Property
Rights of any third party; (iii) you will not use or submit any User Submitted Material
that is unlawful, tortious, defamatory, obscene, invasive of the privacy of
another person, threatening, harassing, abusive, hateful or racist. 7.3. The
following sections shall not apply to you if you are resident in the
European Union or countries whose laws specifically prohibit the following
liability limitations, but it shall apply to you if you are a
resident of any jurisdiction where limitations of liability are enforceable, (including
residents of the USA): (I)
DISCLAIMERS. WORLDTIDE
AND ITS AFFILIATES, PARTNERS AND LICENSORS DISCLAIM ANY IMPLIED OR EXPRESS
WARRANTIES OR REPRESENTATIONS REGARDING THE SERVICES. THIS INCLUDES WITHOUT
LIMITATION ANY ALLEGATIONS OF: (I) NEGLIGENCE; OR (II) LACK OF SATISFACTORY
QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; OR (III) THE
EXISTENCE OF ANY FAULTS, ERRORS, OR BUGS; OR (IV) INFRINGEMENT OF ANY THIRD
PARTY INTELLECTUAL PROPERTY RIGHTS. THE SERVICES ARE OTHERWISE PROVIDED TO YOU
ON AN "AS IS", “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR
REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, WORLDTIDE DISCLAIMS ALL WARRANTIES, EXPRESS OR
IMPLIED, WHICH MIGHT APPLY TO THE SERVICES, INCLUDING WITHOUT LIMITATION:
IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, SATISFACTORY
QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTIES THAT MAY ARISE FROM
COURSE OF DEALING OR COURSE OF PERFORMANCE OR USAGE OF TRADE, FREEDOM FROM
VIRUSES OR ERRORS OR DEFECTS, AND/OR ANY WARRANTIES AS TO THE ACCURACY,
LEGALITY, RELIABILITY OR QUALITY OF ANY CONTENT OR INFORMATION CONTAINED WITHIN
THE SERVICES. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR
ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THEY WILL BE FREE OF
VIRUSES OR OTHER HARMFUL COMPONENTS. (II) LIMITATION
OF LIABILITY. TO
THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WORLDTIDE, ITS AFFILIATES, PARTNERS
AND LICENSORS SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR HARM OF ANY KIND
ARISING FROM THE USE OR INABILITY TO USE OR ‘LOSS’ RELATING TO THE SERVICES. WORLDTIDE,
ITS AFFILIATES, PARTNERS AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT,
CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OR ANY OTHER
DAMAGES ARISING OUT OF OR CONNECTED WITH THE SAME. THIS INCLUDES DAMAGES
SUFFERED BECAUSE THE SERVICES ARE INACCESSIBLE (WHETHER TEMPORARILY OR
PERMANENTLY). NONE OF THE ABOVE WILL BE AFFECTED IN ANY WAY EVEN IF WORLDTIDE OR
ITS AFFILIATES, PARTNERS OR LICENSORS ARE AT FAULT (WHETHER THROUGH NEGLIGENCE,
BREACH OF CONTRACT, BREACH OF WARRANTY OR STRICT LIABILITY) AND EVEN WITH PRIOR
NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. (III) CAP
ON LIABILITY. TO
THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OUR TOTAL
LIABILITY TO YOU IN CONNECTION WITH THE SERVICES OR THIS AGREEMENT EXCEED AN
AMOUNT EQUAL TO THE TOTAL AMOUNT YOU HAVE ACTUALLY PAID TO WORLDTIDE (IF ANY)
IN CONNECTION WITH THE SERVICES. (IV) INDEMNIFICATION. YOU AGREE TO INDEMNIFY AND HOLD
HARMLESS ON DEMAND WORDLTIDE, ITS AFFILIATES, LICENSORS AND PARTNERS FROM ALL
LIABILITIES, CLAIMS AND EXPENSES, INCLUDING LEGAL FEES, IN CONNECTION WITH: (1)
ANY ALLEGED OR ACTUAL BREACH OF THIS AGREEMENT; (2) THE USE OF THE SERVICES BY
YOU OR ANY PERSON ON YOUR BEHALF; (3) INFRINGEMENT OF INTELLECTUAL PROPERTY
RIGHTS OR OTHER PROPERTY OF WORLDTIDE; AND/OR (4) ANY USER SUBMITTED MATERIAL
SUBMITTED BY YOU OR ANY USER PROFILE ASSOCIATED WITH YOUR ACCOUNT. TO THE
EXTENT THAT ANY CLAIMS ARE BROUGHT AGAINST US, YOU SHALL COOPERATE FULLY WITH
US AND WE RESERVE THE RIGHT TO TAKE OVER THE CONTROL OF THE DEFENSE. YOU SHALL NOT
SETTLE ANY SUCH CLAIMS WITHOUT OUR PRIOR WRITTEN CONSENT IN EACH INSTANCE. (V) INJUNCTION. YOU AGREE THAT, TO THE EXTENT
THAT YOU SHOULD SUFFER ANY LOSS, DAMAGE OR OTHER HARM WITH RESPECT TO THE
SERVICES OR THIS AGREEMENT, YOU SHALL ONLY BE ENTITLED TO SEEK LEGAL REMEDIES
AGAINST US, AND YOU HEREBY WAIVE YOUR RIGHT TO SEEK OR OTHERWISE ENFORCE ANY
EQUITABLE RELIEF AGAINST US. (VI) CALIFORNIA
RESIDENTS. If
you are a resident of the state of California you are entitled to the following
specific consumer rights information: you may contact the Complaint Assistance
Unit of the Division of Consumer Services of the Department of Consumer Affairs
by mail at 400 R St., Suite 1080, Sacramento, California, 95814, or by
telephone at 916-445-1254. California residents expressly agree to waive
California Civil Code Sec. 1542, which states: “A general release does not
extend the claims which the creditor does not know or suspect to exist in his
favor at the time of executing the release, which if known by him must have
materially affected his settlement with the debtor.” 8. TERMINATION 8.1. You may
terminate this Agreement by permanently ceasing all use of the Services at any
time, with the intent to refrain from using the Services again. Unless the
terms of any applicable System Contract and License
Agreement say otherwise, the term of any written System Contract and
License Agreement will automatically expire according to its terms and shall
not automatically renew. 8.2. We may
cancel or suspend (temporarily or permanently) your access to the Services if
you materially breach this Agreement. If WorldTide decides to permanently
discontinue the Services, then we will endeavor to provide at least thirty (30)
days’ notice by posting a corresponding notice or update on our website. Upon
the expiration of that notice period, we shall have no obligation or liability
to you, except as may otherwise be set forth in any applicable System Contract
and License Agreement. 9. FORCE
MAJEURE 9.1. An
event of Force Majeure will suspend and/or excuse any performance (or
non-performance) by either party arising out of this Agreement. “Force
Majeure” shall mean any event, act, omission, or accident beyond the reasonable
control of either party that prevents it from performing any of its obligations
under this Agreement, including but not limited to strikes, lock-outs or other
industrial disputes (other than any such dispute involving the workforce of the
affected party), nuclear accident or acts of God, war or terrorist activity,
riot, civil commotion, malicious damage (excluding malicious damage involving
the employees of the affected party or its sub-contractors), compliance with
any law or governmental order, rule, regulation or direction, industrial action
by employees of any providers of electrical power, failure of technical
facilities, hacking, denial of service or other IT attack, deployment of IT
virus malware or similar technology, pandemic, fire, flood, or storm or default
of suppliers or sub-contractors. 10. GOVERNING
LAW 10.1. To the
extent not covered by the Dispute Resolution and Arbitration provision below,
you and we agree that your use of the Services, and this Agreement, and any
issues arising out of them, will be deemed to be entered into in Boston, Massachusetts
and governed by and interpreted according to the laws of the Commonwealth of Massachusetts,
USA (and, if applicable, US Federal law) without regard to choice of law
principles. To the extent not covered by the Dispute Resolution and Arbitration
language below, all legal claims by you against WorldTide shall be made
exclusively in state or federal court located in Boston, Massachusetts, which
will have subject matter jurisdiction regarding the dispute between you and us
and therefore we both irrevocably consent to the exclusive jurisdiction of
those courts. Moreover, you waive all right to argue that the state and federal
courts in Boston, Massachusetts are an improper venue. The prevailing party to
any legal dispute shall be entitled to recover their own reasonable legal fees.
Parties and witnesses residing more than forty (40) miles from the venue of
such court shall be permitted to testify telephonically, or via such other audio-visual
means as the court may approve. 11. DISPUTE
RESOLUTION AND BINDING ARBITRATION 11.1. We
hope to resolve any issues that you bring to our attention (sent to info@worldtide.com) quickly, efficiently, and in good faith. As WorldTide’s
email servers may filter out suspected spam emails, if you do not receive a
response to your dispute notice within three (3) days, then please send us
written notice to the address listed above. To the extent that we are unable
to reasonably resolve any particular dispute informally after a period of
thirty (30) days from the date when WorldTide receives your dispute notice,
then both parties agree to resolve all disputes and claims arising out of or
related to this Agreement or the Services on an individual basis
through binding arbitration. YOU IRREVOCABLY AGREE TO WAIVE YOUR RIGHT TO
A JURY TRIAL AND AGREE TO RESOLVE ALL MATERAIL DIPSUTES THROUGH BINDING
ARBITRATION. The US Federal Arbitration Act and federal arbitration law applies
to this agreement. Arbitration shall be conducted only on an individual basis
and not as a class, consolidated or representative arbitration. 11.2 Either party
may invoke arbitration by filing an arbitration demand with JAMS (using JAMS’
streamlined rules & Procedures) that reasonably identifies their claim(s)
and the corresponding remedy sought. Notice sent to WorldTide must be sent by
mail and by email. Claims may be brought at any JAMS location within the United
States. Parties and witnesses residing more than forty (40) miles from the site
of such arbitration may testify telephonically, or via such other audio-visual
means as the arbitrator may approve. 11.3 The
arbitration shall be governed by JAMS’ Streamlined Arbitration Rules and
Procedures (available at https://www.jamsadr.com/rules-streamlined-arbitration/), as modified by this Agreement. The
arbitration shall be conducted in the English language, by a single arbitrator
with substantial experience in intellectual property and commercial contract disputes
and selected pursuant to JAMS rules. Judgment upon an award rendered by the
arbitrator may be entered into any court having jurisdiction. 11.4. The above-described
dispute resolution and arbitration requirements do not apply to claims or
disputes that relate to claims of intellectual property rights infringement or
claims of WorldTide’s use, piracy, theft, or misappropriation. 11.5. You
and WorldTide agree that, regardless of any statute or law to the contrary, any
claim arising out of or related to the Services must be made within one
(1) year after the claim arose; otherwise, such claim is permanently barred.
You agree that these dispute resolution and binding arbitration provisions will
survive any termination of your account or the Services. 11.6 To the
maximum extent permitted by the applicable state or federal law, neither party
to this Agreement shall, under any circumstances, bring or participate in any class
or representative action, private attorney general action or collective
arbitration in relation to the Services or this Agreement. 12. SURVIVAL Sections 1.5,
1.6, 4, 6, 7.3, 10, 11, 12, and 13 shall survive the termination of these Terms
and Conditions together with any other provision that is expressly or impliedly
intended to survive termination. 13. MISCELLANEOUS If any part
of this Agreement is found to be unenforceable, then all other portions of this
Agreement shall remain undisturbed and in full effect. This Agreement governs
our relationship with you, your successors and permitted assigns, but it does
not create rights for any other third party. WorldTide may freely assign, subcontract,
or transfer this Agreement to a third party for any reason, including as part
of any reorganization or merger or for other business reasons. You may not
transfer or assign this Agreement without the prior express written consent of
WorldTide in each instance. If WorldTide fails to enforce any of its rights
under this Agreement, such failure shall not constitute any waiver of that or
any other right or remedy, nor will it bar or otherwise restrict WorldTide’s
future exercise of that same right. Nothing in this Agreement shall create or
imply any exclusive relationship between the parties, nor any partnership,
joint venture, employment, or agency. 14. CHANGE LOG
6/24/2022 : Clarification of HIPAA/FERPA statement in section 5.
WorldTide ©
2022. “WorldTide” is a trademark of WorldTide Inc. All
rights reserved.