Terms and Conditions

Terms and Conditions of Use

USER AGREEMENT TO OUR TERMS AND CONDITIONS

STEM FLEX (the ‘site’) is a platform provided through federal grant funds by the Niswonger Foundation. The platform can be found at www.STEMFlex.org. If you do not agree to these terms and conditions in their entirety, along with our privacy policy, you should not use the site.There is no method to ‘opt out’ of these terms and conditions and use by you of the site confirms your acceptance of the same.

STEM FLEX informs students and teachers about STEM events and opportunities regionally and virtually. Additionally, STEM career information is available on the website. Collectively these are referred to in this document as ‘Services’.

All events and opportunities are provided by third-parties and the Niswonger Foundation has no responsibility for the content, event, organization, or other matters related to such events and/or opportunities. The students, teachers, and parents/guardians should independently investigate and verify all such Services prior to registering or participating in the same.

You can contact us at support@stemflex.org or by mail at 223 North Main Street, Greeneville, TN 37745.

These terms and conditions constitute a legally binding agreement between you and STEM FLEX 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 terms and conditions. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS AND CONDITIONS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY. You may not opt out of any of the terms and conditions herein and continue to utilize the site or Services.

When there are changes to the terms and conditions and/or the privacy policy or the Services, we will provide you with notification by requiring that you re-confirm that you agree to the terms and conditions and/or the privacy policy or will provide notification on the site related to material, substantial changes in the Services. Any modified terms and conditions, privacy policies, and/or the Services will become effective immediately. By continuing to use the Services after the effective date of any changes you agree to be bound by the modified items.

All users who are under the age of 13 must have the permission of their parent or guardian to use the Services. As such, any person under the age of 13 must have a parent or guardian open an account and the parent/guardian must establish a sub-account for each child under 13 years of age. If you are a minor, your parent or guardian must register you for Services and agree to these terms and conditions prior to your using the Services. If you are individually using the Services, then you warrant that you are age 13 or older and, if under the age of 18, that you have your custodial parent's or legal guardian's permission to utilize the Services. Please check your local jurisdiction regarding the minimum age required to access websites which collect personally identifiable information from users, which can vary from jurisdiction to jurisdiction. It is your responsibility to know the law in your jurisdiction. Users that are under the age of 18 are forbidden from providing any information on our website without custodial parental or legal guardian (as the case may be) consent and authorization and any use by those 13 and over, but under 18 years of age, of the site is assumed to have obtained such parental permission.If at any time you are under the age of 18 and do not have your custodial parent's or legal guardian's permission and authorization to use the Services, stop using the Services immediately.

We recommend that you print a copy of these terms and conditions for your records.

We may deactivate, discontinue, terminate, suspend, or otherwise prevent access to any User or provider of the site for any reason, or no reason at all. We may also set up certain automatic terminations for accounts which have been inactive for a period of time or if the student has aged out of the services provided. Such automatic termination of an account may not provide notice to the user, so we encourage you to periodically request your account data and save the information offsite.

GENERAL TERMS

You must provide your first name, last name initial, a valid email address, grade level, birth year and month, and any other information required in order to complete the signup process. By submitting your information and registering for a User account, you agree to these terms and conditions and privacy policies, and you acknowledge and confirm that you, and, if under 18 years of age, your custodial parent or legal guardian, are providing authorization and consent to access and utilize the Services. If you are the parent or legal guardian of a child under the age of 13, then by submitting your information and registering for a parental account as such parent or legal guardian of said child that you acknowledge and confirm that you are such child's custodial parent or legal guardian, as the case may be; you are over the age of 18 and under no disability which would prevent you from providing consent; and you are providing authorization and consent for such child under your custody and/or guardianship to access and utilize the Services.

You are responsible for providing the correct information to us for use by us to provide Services to you. Failure to do so may result in failure to fully utilize the site or to properly receive notice. You are solely responsible for any such failure resulting from incorrect information being provided.

A single email and password (‘login’) may only be used by the one person to whom it was assigned and that login is not assignable to any other party. Your email and password are so that you may access, utilize or otherwise employ the Services. Your login credentials are to be kept secret and confidential. You are responsible for keeping such email and password confidential and not providing that information for any other party to use. Secure this information as you would any other confidential information. If any portion of your login has been compromised, please contact use regarding disabling your account until such time as your login can be amended and protected, even though, if the login breach is not reasonably correctable, the User or Provider may require a new account to be set up with the old account being completely disabled.

You are solely responsible and liable for all uses made by you of the Services or for failure to properly secure, and keep secure, your email and passwords (outside of access obtained solely through the site by malicious third parties or unauthorized use by us). If you become aware of any unauthorized activity or possible unauthorized activity, then you are responsible for immediately notifying us that you have been impacted by such. Failure to promptly notify us upon becoming aware of unauthorized activity or possible unauthorized activity may adversely impact you. You are also responsible for immediately changing your password. If you are not able to change your password, you must advise us of that issue immediately and work with us to change that password.

You are responsible for keeping your password secure. DO NOT PROVIDE YOUR PASSWORD TO ANYONE ELSE.

We are not liable, and you hereby hold us harmless, for any loss, claim, or damage from your login not being kept secure.

You are responsible for all activity and content (data) that is uploaded under your login. You are responsible for the use of the email and password issued on your behalf. If activity and/or content is uploaded without your knowledge, you must report that activity and/or content to us immediately.

You are responsible for each and every access and/or use of the Services that occurs in conjunction with your login credentials. We are authorized to accept the email and passwords as conclusive evidence that you have accessed, utilized, or otherwise employed the Services, and not an unauthorized third party, unless otherwise informed by you and us having a reasonable time to freeze your account.

You hold us harmless for any downtime of your login credentials during which time we are investigating any potential unauthorized activity or possible unauthorized activity and for any reasonable downtime as a result of system tests, audits and/or upgrades. You are responsible and liable for all uses made by you or for your failure to properly secure, and keep secure, your login information.

A breach or violation of any of the terms and conditions as determined at the sole discretion of us may result in an immediate termination of your Services and liability for actual, consequential, punitive, implied, and/or future damages.

You are solely responsible for the content of any communications by you with third parties, including any communications about, concerning or through the Services.

You agree that Services may be suspended by us for any violation of any term or condition herein or during any investigation of a violation, even if such violation is not found. You agree to hold the Niswonger Foundation and all of its affiliates harmless for any suspension of your account, even if such violation is not found.

You agree to indemnify us for any defense of claim and/or damages, whether through the court system, alternative dispute resolution, or by settlement, which we incur as a result of your breach or violation of any of the terms and conditions herein.

We reserve the right to modify or terminate the Service for any reason, without notice, except as indicated herein, at any time.

We reserve the right to refuse service to anyone for any reason at any time.

Your use of the Service is at your sole risk and you hold us harmless for the same. The Service is provided on an ‘as is’ and ‘as available’ basis without any warranty or condition, express or implied.

You understand that we utilize third party providers and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Services. You hereby hold us harmless for any action or inaction by any third party provider or partner used by us.

OUR SERVICES

The information provided when using the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable. Our Services are meant to be utilized within the United States of America only and may not comply with international laws.

INTELLECTUAL PROPERTY RIGHTS

STEM FLEX is licensed under Creative Commons as BY-ND-SA. This license permits reusers to distribute, remix, adapt, and build upon the material in any medium or format for strictly noncommercial purposes only, and only so long as attribution is given to the creator. If you remix, adapt, or build upon the material, you must license the modified material under identical terms. CC BY-NC-SA includes the following elements:

 BY: Credit must be given to the creator.
 NC: Only noncommercial uses of the work are permitted.
 SA: Adaptations must be shared under the same terms.

Any breach of these Intellectual Property Rights will constitute a material breach of our terms and conditions and your right to use our Services will terminate immediately. Niswonger Foundation may require that any licensee stop utilizing the STEM FLEX if there is any perceived violation of these terms and conditions, even if it is later discovered that such violation did not ultimately exist.

Any use of STEM FLEX materials or models is at the user's sole risk and responsibility. We do not have the responsibility to update, notify or otherwise contact any user regarding changes, data information or otherwise related to any use of STEM FLEX materials or models.

As consideration for any use of STEM FLEX materials, models, or ideas, the user shall hold Niswonger Foundation and its affiliates harmless and shall indemnify them as indicated herein.

Your Submissions

Please review this section and the ‘PROHIBITED ACTIVITIES’ section carefully prior to using our Services to understand the (a) rights you give us and (b) obligations you have when you post or upload any content through the Services.

By directly sending us any question, comment, suggestion, idea, feedback, or other information about the Services (‘Submissions’), you agree to assign to us all intellectual property rights in such Submission. You agree that we shall own this Submission and be entitled to its unrestricted use and dissemination for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.

You are responsible for what you post or upload. By sending us Submissions through any part of the Services, you:

• Confirm that you have read and agree with our ‘PROHIBITED ACTIVITIES’ and will not post, send, publish, upload, or transmit through the Services any Submission that is illegal, harassing, hateful, harmful, defamatory, obscene, bullying, abusive, discriminatory, threatening to any person or group, sexually explicit, false, inaccurate, deceitful, or misleading;
• To the extent permissible by applicable law, waive any and all intellectual and moral rights to any such Submission;
• Warrant that any such Submissions are original to you or that you have the necessary rights and licenses to submit such Submissions and that you have full authority to grant us the above-mentioned rights in relation to your Submissions; and
• Warrant and represent that your Submissions do not constitute confidential information.

You are solely responsible for your Submissions and you expressly agree to hold harmless and indemnify (as detailed herein) us for any and all losses that we may suffer because of your breach of (a) these terms and conditions, (b) any third party's intellectual property rights, or (c) applicable law.

USER REPRESENTATIONS

By using these 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 terms and conditions; (4) you are not under the age of 13, or if you are under the age of 13, 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, AI, script, or otherwise; (6) you will not use the Services for any illegal, unauthorized or harassing purpose; and (7) your use of the Services will not violate any applicable law or regulation.

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).

USER REGISTRATION

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. 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.

PROHIBITED ACTIVITIES

You may not access or use the Services for any purpose other than that for which we make the Services available. The Services may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

As a user of the Services (whether as a User, Provider, parent or legal guardian, or third-party), you agree not to:

• Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
• Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
• Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any content or enforce limitations on the use of the Services and/or the Content contained therein.
• Disparage, tarnish, or otherwise harm, in our sole and absolute opinion, us, the users, and/or the Services.
• Use any information obtained from the Services in order to harass, abuse, or harm another person.
• Make improper use of our support services or submit false reports of abuse or misconduct.
• Use the Services in a manner inconsistent with any applicable laws or regulations.
• Engage in unauthorized framing of or linking to the Services.
• Upload or transmit (or attempt to upload or transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party's uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services.
• Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
• Delete the Intellectual Property Rights or other proprietary rights notice from any Content.
• Attempt to impersonate another user or person or use the username of another user.
• Upload or transmit (or attempt to upload or transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (gifs), 1 x 1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as ‘spyware’ or ‘passive collection mechanisms’ or ‘pcms’).
• Interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services.
• Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you.
• Harass, annoy, intimidate or threaten any user of the Services, regardless of who provides the same.
• Attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services.
• Copy or adapt the Services' software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
• Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services.
• Except as may be the result of standard search engine or internet browser usage, use, launch, develop, or distribute any automated system including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Services, or use or launch any unauthorized script or other software.
• Use a buying agent or purchasing agent to make purchases on the Services.
• Make any unauthorized use of the Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
• Use the Services as part of any effort to compete with us or otherwise use the Services and/or the Content for any revenue-generating endeavor or commercial enterprise.
• Any use by any person who is not to have contact with minor children or otherwise be within a one (1) mile radius of any elementary or secondary school.

Any Prohibited Activity which occurs is solely your responsibility. If we have to take any action against you regarding any Prohibited Activity, you are responsible for reimbursing us for all costs, fees, expenses, attorney's fees, service fees, court costs or other damages which arise as a direct or indirect result of such Prohibited Activity, which shall include, but not be limited to, court actions, pre- and post-trial actions, and non-court actions and monitoring.

USER-GENERATED CONTRIBUTIONS

The Services does not offer Users to submit or post content. We may in the future provide Users with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Services, including, but not limited to, text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, ‘Contributions’). Contributions may be viewable by other users of the Services and through third-party websites. As such, any Contributions you transmit may be treated in accordance with the Services' Privacy Policy. When you create or make available any Contributions, it is subject to the CONTRIBUTION REPRESENTATIONS.

CONTRIBUTION REPRESENTATIONS:

Any Contributions made shall be subject to the following representations and warranty made by you at the time when you make such Contribution and all points in the future from that Contribution posting:

• The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including, but not limited to the copyright, patent, trademark, trade secrets, or moral rights of any third party.
• You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Services, and other users of the Services to use your Contributions in any manner contemplated by the Services and these Terms and conditions.
• You have the written consent, release, and/or permissions of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Services and these Terms and conditions.
• Your Contributions are not false, inaccurate, or misleading.
• Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
• Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
• Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
• Your Contributions do not violate any applicable law, regulation, or rule.
• Your Contributions do not violate the privacy or publicity rights of any third party.
• Your Contributions do not violate any applicable law concerning child pornography or otherwise intended to protect the health or well-being of minors.
• Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
• Your Contributions do not otherwise violate, or link to material that violates, any provision of these terms and conditions, or any applicable law or regulation.

Any use of the Services in violation of the foregoing violates these terms and conditions and may result in, among other things, termination or suspension of your rights to use the Services. You also agree to hold Niswonger Foundation harmless for any and all Contributions and will indemnify Niswonger Foundation for all damages, expenses, costs, and other liabilities as previously discussed hereinbefore.

CONTRIBUTION LICENSE

You agree that we may access, store, process, and use any information and personal data that you provide following the terms of our privacy policy and your choices (including settings).

By submitting suggestions or other feedback regarding the Services, you agree that we can use and share such feedback for any purpose without compensation to you.

We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Services. You are solely responsible for your Contributions to the Services and you expressly agree to indemnify us (as indicated herein) from any and all responsibility and to refrain from any legal action against us regarding your Contributions. As the sole responsible party for your Contributions, any third party may take action against you for any Contributions made by you, and Niswonger Foundation is not obligated to participate in any action in your defense or otherwise.

GUIDELINES FOR REVIEWS

We may provide you (as a User) areas on the Services to leave reviews or ratings. When posting a review or rating, you must comply with the following criteria: (1) you should have firsthand experience with the person/entity being rated or reviewed; (2) you should not be affiliated with competitors if posting negative reviews; (3) you may not organize a campaign encouraging others to post ratings or reviews, whether positive or negative, and (4) any review or rating should be fully truthful based upon your experience. Providers are not allowed to provide reviews for any of its use of the Services or any other Providers use of the Services.

We may accept, reject, or remove reviews or ratings at our sole discretion. Reviews or ratings are not endorsed by us and do not necessarily represent our opinions or the views of any of our affiliates or partners. We do not assume liability for any review or rating or for any claims, liabilities, or losses resulting from any review. By posting a rating or review, you hereby grant us a perpetual, non-exclusive, worldwide, royalty-free, fully paid, assignable, and sublicensable right and license to reproduce, modify, translate, transmit by any means, display, perform, and/or distribute all content related to the review or rating.

THIRD-PARTY WEBSITES AND CONTENT

The Services may contain (or you may be sent via the Site) links to other websites (‘Third-party Websites’, which shall also include, but not be limited to, Provider websites) as well as articles, photographs, text, graphics, pictures, designs, music, sound video, information, applications, software, and other content or items belonging to or originating from Provider or third parties (collectively, ‘Third-party Content’). Such Third-party Websites and Third-party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-party Websites accessed through the Services or any Third-party Content posted on, available through, or installed from the Services, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-party Websites or the Third-party Content. Inclusion of, linking to, or permitting the use or installation of any Third-party Websites or any Third-party Content does not imply approval or endorsement thereof by us.

If you decide to leave the Services and access the Third-party Websites or to use or install any Third-party Content, you do so at your own risk, and you should be aware these Terms and conditions no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices of any website to which you navigate from the Services or relating to any applications you use or install from the Services. Any purchases you make through Third-party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable Provider and/or third party. You agree and acknowledge that we do not endorse the products or services offered on Third-party Websites, and you shall hold us blameless from any harm caused by your purchase or such products or services. Additionally, you shall hold us blameless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-party Content or any contact with Third-party Websites.

While access to such Provider and/or third party vendor software or services may be provided as part of the Services, we do not assume any liability for such third party vendors and you hereby hold us harmless for any and all action or inaction of such third party vendor or provider. You will be directly responsible to any such third party vendor or provider for payment of any fees.

ADVERTISERS

Providers of services such as classes, camps, clubs, and competitions or other opportunities (known as ‘Providers’ or ‘Partners’ herein) may advertise their events and opportunities on our website. We provide space for these advertisements, but we do not otherwise promote or endorse these events or opportunities. We do not review or monitor any advertisements. We have no other relationship with these Providers.

SERVICES MANAGEMENT

We reserve the right, but not the obligation, to (1) monitor the Services for violations of these terms and conditions, the privacy policy and/or any other agreements; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these terms and conditions, the privacy policy and/or any other agreements, 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.

PRIVACY POLICY

We care about data privacy and security. Please review our Privacy Policy [insert link]. By using the Services, you agree to be bound by our Privacy Policy, which is incorporated into these terms and conditions. Please be advised the Services are hosted in the United States. If you access the Services from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Services, you are transferring your data to the United States, and you expressly consent to have your data transferred to and processed in the United States. Jurisdiction for any and all litigation or interpretation of laws shall be the State of Tennessee, in Greene County.

AMENDMENT AND MODIFICATION

We reserve the right to update, amend, add to, delete, and otherwise modify the terms and conditions from time to time without notice and at our sole discretion. Use of the Service at any time after such modification to said terms and conditions shall constitute your consent to such changes.

Any new features or tools which are added to or old features or tools which are modified or deleted from the current Service shall be also subject to the terms and conditions. Continued use of the Service after any such additions, deletions, or modifications shall constitute your consent to such changes.

You can review the most current version of the terms and conditions at any time. We reserve the right to update and change the terms and conditions by posting updates and changes to the STEM FLEX website.

You agree to be bound to any changes to terms and conditions when you use the Services after any such modification is posted. You are advised to check the terms and conditions from time to time for any updates or changes that may impact you.

TERM AND TERMINATION

These Terms and conditions shall remain in full force and effect while you use the Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS AND CONDITIONS, 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 TERMS AND CONDITIONS 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.

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 and you shall indemnify us for all liabilities as detailed herein.

Any account may be terminated for any reason, at any time, without notification. If your account is not accessible, then contact us at support@stemflex.org.

MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason, at our sole discretion without notice. However, we have no obligation to update any information on our Services. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services.

We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in these Terms and conditions will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.

GOVERNING LAW

These Terms and conditions and your use of the Services are governed by and construed in accordance with the laws of the State of Tennessee applicable to agreements made and to be entirely performed within the State of Tennessee, without regard to its conflict of law principles. You agree to, short of a settlement, file suit in the courts of Greene County, Tennessee, or the United States District Court for the Eastern District of Tennessee in Greeneville, Tennessee.

If we have to enforce any of the provisions of these terms and conditions against you or suffers any damage (whether general, incidental, direct, indirect, punitive, exemplary, consequential, special, or other damages whatsoever (including damages for loss of profits, interruption, loss of business information or any other pecuniary loss)) as a result of your violation of any provision in said terms and conditions, then you are responsible for all costs of enforcement and/or any damages, including, but not limited to, attorneys fees and court costs. These damages shall also be extended to any dispute resolution proceeding as detailed hereinafter.

DISPUTE RESOLUTION

Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms and conditions (each a ‘Dispute’ and collectively, the ‘Disputes’) brought by either you or us (individually, a ‘Party’ and collectively, the ‘Parties’). The Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party. Nothing herein shall prevent us from suspending or terminating your account during this negotiation process or any subsequent process.

Binding Arbitration

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 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 Greene County, Tennessee. 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.

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 Greene County, Tennessee, 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 terms and conditions as STEM FLEX is intended only for use in the United States of America.

In no event shall any Dispute brought by either Party related in any way to the Services be commenced more than one (1) year after the cause of action arose. 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.

Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

Exceptions to Informal Negotiations and Arbitration

The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations binding arbitration; (a) any Disputes seeking to enforce or protect or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. 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 court listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

CORRECTIONS

There may be information on the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time without prior notice. Niswonger Foundation is not responsible for any errors or omissions for Third-Party Content or Third-Party Websites.

DISCLAIMER

THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES' CONTENT OR THE CONTENT OF ANY WEBSITES OR MOBILE APPLICATIONS LINKED TO THE SERVICES AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER RESULTING FROM YOU ACCESS TO AND USE OF THE SERVICES, (3) AN UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURES IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT. YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

LIMITATIONS OF LIABILITY

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR SUE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN. OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN U.S. STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATION ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

INDEMNIFICATION

You (including for any of your directors, officers, managers, employees, agents, contractor, or any other authorized party, or any action as a result of the breach and use of your login data) agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including, but not limited to, reasonable attorney's fees and expenses, court costs, and services fees, made by any party due to or arising out of: (1) your use of the Services; (2) your breach of these terms and conditions; (3) any breach of your representations and warranties set forth in these terms and conditions; (4) any violation of the rights of a third party, including but not limited to intellectual property rights; and/or (5) any overt harmful act toward any other user of the Services with whom you connected via the Services. Notwithstanding the foregoing, we reserve the right, at your expense to, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it. This shall be applicable to any and all indemnification provisions listed herein.

DATA

We will maintain certain data that you transmit to the Services for the purpose of managing the performance of the Services, as well as data relating to your use of the Services. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Services. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

LIMITATION ON DAMAGES

In no event shall Niswonger Foundation or any of its directors, officers, employees, contractors or agents be liable for any general, incidental, direct, indirect, punitive, exemplary, consequential, special, or other damages whatsoever (including damages for loss of profits, interruption, loss of business information or any other pecuniary loss) in connection with any claim, loss, damage, action, suit or other proceeding arising under or out of any use of the Services including, without limitation, use of, reliance upon, access to, or exploitation of the Services, or any part hereof, and/or resulting from: (i) the use or the inability to use the Service; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the service; (iii) unauthorized access to or alteration of your transmissions or data; (iv)statements or conduct of any third party on the service; (v) or any other matter relating to the Service or any rights granted to you hereunder, even if we have been advised of the possibility of such damages, whether the action is based on contract, tort (including negligence), infringement of intellectual property rights, or otherwise. The consideration being paid for the Services hereunder does not include any consideration for us to assume any risks beyond those expressly assumed herein and, if any such risks were to be assumed by us, we would not have provided the Services to you without charging substantially higher fees.

Notwithstanding any other provision contained herein, we and any of our directors', officers', employees', contractors' or agents' total maximum aggregate collective liability under this Agreement and the license and use of the Services under any and all circumstances, arising in any manner whatsoever, shall be limited to the greater of: (1) five dollars ($5.00), or (2) the Service fees actually paid by you to us for Services in the one (1) year period immediately preceding the final act or event which gave rise to such liability.

WAIVER AND LEGAL PROVISIONS

The failure of us to exercise or enforce any right or provision of the terms and conditions herein shall not constitute a waiver of such right or provision.

This terms and conditions constitutes the entire agreement between you and us and govern your use of the Service, superseding any prior agreements between you and us (including, but not limited to, any prior versions of the terms and conditions) and shall be read in conjunction with any other written agreement between the parties (including, specifically, the privacy policy and any partner agreements); however, the terms and conditions shall control if there is any discrepancy, even if said agreement is executed later than the effective date of the terms and conditions.

If any provision of these terms and conditions shall be determined to be invalid, void, or illegal, such provision shall be construed and amended in a manner that would permit its enforcement, but in no event shall such provision affect, impair, or invalidate any other provision hereof. For any provision severed there will be deemed substituted a like provision to accomplish the intent of the parties as closely as possible to the provision as drafted, as determined by any court or arbitrator having jurisdiction over any relevant proceeding, to the extent permitted by the applicable law.

There is no joint venture, partnership, employment, or agency relationship created between you and us as a result of these terms and conditions or use of the Services. You agree that these terms and conditions will not be construed against us by virtue of having drafted them, but shall be treated as of it was negotiated and drafted by all parties hereto. You hereby waive any and all defenses you may have based on the electronic form of these terms and conditions and the lack of signing by the parties hereto to execute these terms and conditions.

We reserve the right to assign this site or any part thereof without restrictions.

We have no obligation to retain account information upon termination/cancelation of an account.

Your obligations under the terms and conditions will survive the termination or cancellation of the use of Services, regardless of the cause or who terminates or cancels the Service.

You will not permit the Services to be subject to any timesharing, services bureau, subscription services, or rental activities.

ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Upon visiting the Services, sending us emails, and completing online forms constitute electronic communications, you consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Services, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery of retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

CONTACT US

In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at:

support@stemflex.org

Niswonger Foundation

PO Box 1508

223 North Main Street

Greeneville, TN 37745