Terms of Service
1. Agreement to our Legal Terms
a) We are A.C.T. on Drugs, Inc. doing business as ACT on Drugs (“Company,” “we,” “us,” “our”), a company registered in Colorado, United States. We operate the website http://www.actondrugs.org (the “Site”), as well as any other related products and services that refer or link to these legal terms (the “Legal Terms”) (collectively, the “Services”).
b) These Legal Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”), and A.C.T. on Drugs, INC, concerning your access to and use of the Services. You agree that by accessing the Services, you have read, understood, and agreed to be bound by all of these Legal Terms. IF YOU DO NOT AGREE WITH ALL OF THESE LEGAL TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.
c) By clicking through these terms or signing the Service Order to which they are attached, you are entering into an agreement with A.C.T. on Drugs, Inc. to provide access to the Services to you. That agreement between us is comprised of these Terms of Service, the Service Order to which they are attached. The Agreement sets forth the exclusive terms and conditions between the Parties and supersedes all previous proposals, agreements, negotiations, and other written or oral communications between the Parties with respect to the Services provided hereunder.
d) If there is a conflict between the terms of the Agreement, the terms shall govern according to the following order of precedence: 1) the Service Order, 2) these Terms of Service, and 3) any terms incorporated by reference by either of the above. The substantive terms contained in your purchase order, order confirmation, notice of receipt, vendor registration portal, or any other transactional document, form, or notice provided by you shall be void and without effect, even where your customary business practices require a showing of assent to such terms by us such as by signature or reference in an invoice.
e) We may update this Agreement from time to time; the current version may be found at http://actondrugs.org. Significant changes will become effective 30 days after they are posted, except to the extent the changes are required by applicable law, in which case they will be effective immediately. We will provide at least 90 days’ advance notice for materially adverse changes to these Terms of Service by email to the account owner as designated in the User Portal; or notification in the User Portal. Your continued use of the Services following such updates constitutes your acceptance of the same. If you do not agree to the terms of any modification, you may terminate the Agreement in accordance with the Termination section below.
2. Services
a) We will provide the Services in accordance with the terms of the Agreement. You acknowledge that we may engage third parties to provide or enable elements of the Services, provided that we are responsible to you for the performance of such third parties as if we the Services ourselves. You shall use the Services solely for the intended purpose in accordance with the Agreement, and provide us with all information, assistance, and materials reasonably required for our ongoing provision of the Services.
b) We will provide support to you through the standard means we make available to our customers (e.g. email, phone). Authorized Users seeking support must have a basic understanding of the systems and technology related to the Services.
c) We are committed to ensuring digital accessibility for people with disabilities. We are continually improving the user experience for everyone and applying the relevant accessibility standards. We meet the Web Content Accessibility Guidelines (WCAG) 2.1AA
d) The scope of Services provided under the Agreement may be amended by any reasonable means showing mutual agreement between the Parties including click-through terms, email, support ticket, or your selections in the User Portal. Any associated fees will be clearly and conspicuously provided to you before you agree to any such change.
e) From time to time, we may provide replacements for certain components of the Services or cease supporting them altogether. No such replacement or end of life shall constitute a breach of the Agreement.
3. Authorized Users
a) Upon purchase of our program, schools will send ACT on Drugs the emails of 10 authorized teachers, counselors or staff. We will grant access to the authorized users who will need to create and maintain their passwords.
b) By using our Services, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Legal Terms; (4) you are not a minor in the jurisdiction in which you reside, or if a minor, you have received parental permission to use the Services; (5) you will not access the Services through automated or non-human means, whether through a bot, script or otherwise; (6) you will not use the Services for any illegal or unauthorized purpose; and (7) your use of the Services will not violate any applicable law or regulation.
c) If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).
d) You may be required to register to use the Services. You agree to keep your password confidential and will be responsible for all use of your account and password, this information should not be shared for others to use. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.
4. Intellectual property
a) We are the owner or the licensee of all intellectual property rights in our Services, including all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in the Services (collectively, the “Content”), as well as the trademarks, service marks, and logos contained therein (the “Marks”).
b) We grant you a non-exclusive, non-transferable, revocable license to: 1) access the Services; and 2) download or print a copy of any portion of the Content to which you have properly gained access in the curriculum use.
c) Except as set out in this section or elsewhere in our Legal Terms, no part of the Services and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.
d) Any breach of these Intellectual Property Rights will constitute a material breach of our Legal Terms and your right to use our Services will terminate immediately.
5. Purchases, Payments, Invoicing
a) Payment methods will be addressed at time of purchase and will be included in the invoice and service order.
b) You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Services. You further agree to promptly update account and payment information, including email address, and payment method, so that we can complete your transactions and contact you as needed. We may change prices at any time. All payments shall be in US dollars.
c) You agree to the issue and acceptance of invoices in electronic format. We will invoice you immediately upon execution of the Order and on each renewal date thereafter. Invoices will be sent to the billing contact you designate in the Service Order. It is your responsibility to maintain accurate and up-to-date billing details and ensure the Fees are paid by the due date. If you fail to maintain accurate and up-to-date billing details, your account may be suspended until such details are provided. If you are overdue on any Fees, we may: (i) charge a late fee on the unpaid balance at the lesser of 1.5% per month or the maximum lawful rate permitted by applicable law, (ii) suspend provision of the Services, and (iii) terminate the Agreement in accordance with Section 5(c) below. You will be responsible for any charges associated with our collection efforts related to unpaid Fees.
d) You agree to make a payment at beginning on the Effective Date and according to the payment terms set out in the Service Order. If no payment terms are specified, Fees shall be due in full in advance. If the Service Order sets any limit on your use of Services (such as number of authorized users) and that limit is exceeded, you will be responsible for the applicable overages. You agree to pay any applicable taxes (excluding taxes on our income) which we are required to collect unless you provide us with a valid tax exemption certificate. If you elect to make any payment via wire or credit transfer, then you are responsible for any applicable transfer fees. Any applicable overages, taxes, or transfer fees will be added to the Fees. Fees applicable to any Renewal Term will be at our then-current rates, provided that we have notified you of any applicable increase prior to the date by which you may opt out of the renewal. Fees are payable in the currency specified in the Service Order and are not refundable except as expressly stated herein.
6. Billing and Renewal
a) Subscriptions will not be renewed automatically unless it a 3-year subscription. Multiple year subscriptions will automatically renew at the beginning of each school year, for 3 consecutive years. We will contact you by email prior to expiry to ask if you wish to renew your subscription and communicate the cost of renewal.
7. Cancellation
a) You can cancel your subscription at any time by contacting us using the contact information provided below. Your cancellation will take effect at the end of the current paid term. If you have any questions or are unsatisfied with our Services, please email us at info@actondrugs.org or trainings@actondrugs.org
8. Fee Changes
a) We may, from time to time, make changes to the subscription fee and will communicate any price changes to you in accordance with applicable law.
9. Termination
a) These Legal Terms shall remain in full force and effect while you use the Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE LEGAL TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE LEGAL TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICES OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.
b) If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
c) Once your account has been terminated, you will no longer be able to receive support or access the User Portal, and we will not be able to assist you with any site migration tasks. It is your responsibility to maintain offline backups of your site at all times.
10. Service Management
a) We reserve the right, but not the obligation, to: (1) monitor the Services for violations of these Legal Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Legal Terms, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.
11. Governing Laws
a) These Legal Terms and your use of the Services are governed by and construed in accordance with the laws of the State of Colorado applicable to agreements made and to be entirely performed within the State of Colorado, without regard to its conflict of law principles.
12. Dispute Resolution -Binding Arbitration
a) If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the American Arbitration Association (AAA) website. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Colorado. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
b) If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in Colorado, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Legal Terms.
c) If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.