Autonome Terms of Service

Last Updated 10.23.2023

INTRODUCTION

These Terms of Service (“Terms”) govern your use of Autonome websites located at autonome101.com ( “Site”), and our learning services accessible via the Site (collectively “Services”) made available by Autonome LLC (“Autonome”, “we”, “us”, “our”). Your use of the Services indicates that you agree on behalf of yourself and if applicable, the entity that you represent (collectively, “you”) to be bound by these Terms. These Terms pertain to the Social Emotional Learning (“SEL”) Program ( “Licensed Property”) for teens and young adults. ( “Students”) The Licensed Property includes curriculum lessons and objectives, surveys, participant materials and supplementary materials. A copyright has been applied for the Licensed Property.

CHANGES TO THESE TERMS

We reserve the right to amend or modify these Terms prospectively at any time if in Autonome’s judgment such actions are necessary to ensure the quality of the Services for all of our customers If we do, we’ll let you know by posting the updated Terms on the Site and/or we may send other communications. It is important that you review the Terms whenever we update them or you use the Services. Your continued use of the Services after any such change constitutes your acceptance of the updated Terms.

OWNERSHIP OF AND ACCESS TO THE SERVICES

The Services and Licensed Property are owned and operated by Autonome. You are responsible for obtaining and maintaining any equipment or ancillary services needed to connect to, access, or otherwise use the Services, including, without limitation, modems, hardware, software, projection equipment, internet access and telephone service, and you are responsible to ensure that such equipment or ancillary services are compatible with use of the licensed Services.

ROLE AS USER

You acknowledge that as an educator, counselor, on-site mental health consultant, school, or any other person holding an Autonome user account (“Users”) you will be responsible for granting access to the Services to the designated representatives of the licensed location. You agree that access to the Services will not be granted outside yourself, the personnel and consultants in the Licensed School, and the administration of the school you are employed by (if applicable).

You acknowledge and agree to supervise access to the Services in order to ensure that the Services will be used in accordance with the present Terms of Use;

All License utilization must comply with the requirements of all applicable privacy and security laws, including, but not limited to, COPPA, Family Educational Rights and Privacy Act (FERPA), and applicable State laws in the United States.

As a User, sensitive information may be shared with you by Students in connection with one or many of the activities. Therefore:

a) It will be your sole responsibility, at the complete discharge of Autonome, to diligently participate in lesson discussions, and as required, consult a school administrator and to take appropriate measures, such as informing appropriate personnel and/or the parents.
b) You agree to be solely responsible for any damage or loss to any party resulting from one of your student’s emotional distress or more generally your Students reactions using Autonome’s platform and/or engaging with the Autonome content (printed, digital, or otherwise). Under no circumstances will Autonome be liable in any way for any damage or loss of any kind incurred in connection with use of or exposure to any videos, activities and lessons displayed or performed as part of the Services (the “Content”) made available via the Services, including, but not limited to, any errors or omissions in any Content, and emotional distress resulting from students accessing or engaging the Content.

Autonome offers to Students and Users the opportunity to access the Content with the purpose of helping Students develop SEL skills. You agree that your Students’ SEL skills development will depend on multiple factors, such as Students’ cognitive capacities, your capacity to implement SEL in your school environment on a regular basis, and repetitive occasions for Students to integrate learnings in their everyday lives. You, not Autonome, will be solely responsible for your Students’ SEL skills development efficiency via our Services. It is your sole responsibility to monitor your Autonome implementation for the cognitive and/or mental health capacity or other limitations of each of your Students prior to using the Content.

You shall defend, indemnify and hold Autonome, its parents, subsidiaries, affiliates, members, officers and employees harmless against any and all damages, losses, fines, costs, expenses (including attorneys’ fees), claims and liabilities, asserted at any time, arising out of the use of our Services and access to the Content by your Students.

You acknowledge that you are responsible for the security of your User ID and agree to keep these confidential.

CREATING ACCOUNTS

When you create an Autonome account, you represent and warrant that:

Any users you add to your account are authorized personnel associated with your institution.
You will use Autonome only for lawful purposes and you will abide by all applicable laws, and school and school district policies.
You will treat Autonome as an extension of the classroom and take reasonable steps to confirm that all your users are using Autonome appropriately.
You will take reasonable measures to protect access to any data accessible through the Services.
You will protect your account access details so that access to Autonome is limited only to invited and active institution personnel.

CONSENT TO RECEIVE COMMUNICATIONS

By signing up for the Services, you and any added users agree to receive communications from Autonome, including text (SMS), email, and/or push notifications. Autonome is not responsible for your receipt of, or failure to receive any messages, or for messages sent erroneously or with incorrect information. Autonome is not responsible for your or someone else’s action or failure to take action due to the receipt of any messages. If you make changes to your contact information, you are responsible for updating your Account Settings.

You can opt-out of notifications in your Account Settings. You may still receive communications that are necessary for the Services or otherwise exempt from anti-spam laws. By opting out of communications from Autonome, you acknowledge that this may impact your use of the Services.

AUTONOME’S INTELLECTUAL PROPERTY

All content on the Services that is not User content, including but not limited to logos, trademarks, copyrights, domain names, or other distinctive brand features (collectively, “Autonome Content’) is protected by copyright, trademark, and other intellectual property laws and is the exclusive property of Autonome and its licensors. We and our licensors grant you a limited, non-exclusive, non-transferable license to view, copy, and display Autonome Content solely in connection with your permitted use of the Services. Any rights not expressly granted here are reserved. Unauthorized use of Autonome Content is prohibited. You agree not to remove, download videos, alter or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Services.

AGGREGATE DATA

Autonome may collect, use, and disclose quantitative data derived from User’s use of the Services for industry analysis, benchmarking, analytics, marketing, and other business purposes in support of the provision of the Services. Any such data will be in aggregate form only and will not contain individually identifiable User data.

THIRD-PARTY SERVICE PROVIDERS

The Services may allow you to access third-party websites or other resources, for example a link to an instructional YouTube video in a lesson. We provide access only as a convenience and are not responsible for the content, products, accompanying advertisements, or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party resources.

PROHIBITED ACTIVITIES

You agree not to do any of the following:

Jeopardize the security of your account in any way, for example by allowing someone else access to your account or password;
Use, display, mirror, or frame the Services or any individual element within the Services, Autonome’s name, any Autonome trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Autonome’s express written consent;
Access, tamper with, or use non-public areas of the Services, Autonome’s computer systems, or the technical delivery systems of Autonome’s providers;
Attempt to probe, scan or test the vulnerability of any Autonome system or network or breach any security or authentication measures;
Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Autonome or any of Autonome’s providers or any other third party (including another user) to protect the Services;
Attempt to access or search the Services or download content from the Services using any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, data mining tools, or the like) other than the software and/or search agents provided by Autonome or other generally available third-party web browsers;
Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters, or other forms of solicitation;
Use any meta tags or other hidden text or metadata utilizing a Autonome trademark, logo URL, or product name without Autonome’s express written consent;
Use the Services, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive, or false source-identifying information;
Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;
Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
Impersonate or misrepresent your affiliation with any person or entity;
Violate any applicable law or regulation; or
Encourage or enable any other individual to do any of the foregoing.

ACCOUNT SUSPENSION AND TERMINATION

Autonome reserves the right to suspend or terminate accounts associated with users who engage in any of the prohibited activities described above or in any manner that otherwise violates these Terms or other policies.

If you would like to delete your Autonome account, contact [email protected]. If you request that your account or any content submitted to Autonome be deleted, Autonome may still retain information as needed to provide customer support and prevent accidental deletion, or as required or permitted by law.

SUBSCRIPTIONS

If you purchase a Subscription ( “Transaction”), you expressly authorize us (or our third-party payment processor) to charge you for such Transaction. We may ask you to supply additional information relevant to your Transaction, including your credit card number, the expiration date of your credit card, and your email and postal addresses for billing and notification (“Payment Information”). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. When you initiate a Transaction, you authorize us to provide your Payment Information to third parties so we can complete your Transaction and charge your payment method for the type of Transaction you have selected (plus any applicable taxes and other charges). You may need to provide additional information to verify your identity before completing your Transaction (such information is included within the definition of Payment Information). By initiating a Transaction, you agree to the pricing, payment, and billing policies applicable to such fees and charges, as posted or otherwise communicated to you. All payments for Transactions are non-refundable and non-transferable except as expressly provided in these Terms.

If you purchase a Subscription, you will be charged the Subscription fee monthly or annually, depending on the type of Subscription you have selected, plus any applicable taxes, and other charges (“Subscription Fee”), at the beginning of your Subscription and each month or year thereafter, depending on the type of Subscription you have selected, at the then-current Subscription Fee. BY PURCHASING A SUBSCRIPTION, YOU AUTHORIZE AUTONOME TO INITIATE RECURRING NON-REFUNDABLE PAYMENTS AS SET FORTH BELOW. If you purchase a Subscription, we (or our third-party payment processor) will automatically charge you each month or year, depending on the type of Subscription you have selected, using the Payment Information you have provided until you cancel your Subscription. No less than thirty (30) days and no more than sixty (60) days before your Subscription term ends, or otherwise in accordance with applicable law, Autonome will send you a reminder email regarding your Subscription. By agreeing to these Terms and electing to purchase a Subscription, you acknowledge that your Subscription has recurring payment features and you accept responsibility for all recurring payment obligations prior to cancellation of your Subscription by you or Autonome. Your Subscription continues until canceled by you before the renewal date or we terminate your access to or use of the Services or Subscription in accordance with these Terms.

YOUR PURCHASE IS FINAL AND YOU WILL NOT BE ABLE TO CANCEL THE PURCHASE AND/OR RECEIVE A REFUND OF YOUR SUBSCRIPTION FEE AT ANY TIME DURING THE SUBSCRIPTION PERIOD. You may cancel your Subscription at any time, but such cancellation will be effective at the end of the then-current Subscription period. YOU WILL NOT RECEIVE A REFUND OF ANY PORTION OF THE SUBSCRIPTION FEE PAID FOR THE THEN-CURRENT SUBSCRIPTION PERIOD AT THE TIME OF CANCELLATION. To cancel, you can send an email to [email protected]. You will be responsible for all Subscription Fees (plus any applicable taxes and other charges) incurred for the then-current Subscription period. If you cancel, your right to use the Services will continue until the end of your then-current Subscription period and will then terminate without further charges.

CONFIDENTIALITY

In providing the Services to you, Autonome may disclose or make available to you Confidential Information. “Confidential Information” means Autonome information in any form or medium (whether oral, written, electronic, or other) that Autonome considers confidential or proprietary, including information consisting of or relating to Autonome’s technology, trade secrets, know-how, business operations, products, services, compliance reports, security testing reports, plans, strategies, customers, and pricing, in each case whether or not marked, designated, or otherwise identified as “confidential.” You agree: (i) not to divulge to any third person any Confidential Information, (ii) to allow access to Confidential Information solely by your employees (if any) with a need to have access thereto for purposes of using the Service, and (iii) to take the same security precautions to protect against disclosure or unauthorized use of Confidential Information that you take with your own proprietary information, but in no event will you apply less than reasonable precautions to protect Confidential Information. Your obligations of non-disclosure with regard to Confidential Information will survive termination of your account with Autonome.

WARRANTY DISCLAIMERS

YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES AND ANY THIRD-PARTY SOFTWARE, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONNECTION WITH THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AUTONOME, AND ITS SUPPLIERS AND PARTNERS, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. AUTONOME AND ITS SUPPLIERS AND PARTNERS DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE SERVICES OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF HARMFUL COMPONENTS, OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR EQUIPMENT OR DEVICE, LOSS OF USE, OR LOSS OF DATA. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY INFORMATION OR CONTENT ON THE SERVICES. NOTHING IN THIS SECTION IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE WHICH MAY NOT BE LAWFULLY LIMITED.

INDEMNITY

You agree to indemnify and hold harmless Autonome from any and all claims, suits, actions, losses, costs, damages, and any other liabilities, including attorneys’ fees, arising out of or related to: (a) your use or misuse of Autonome; (b) any violation of the rights of any other person or entity by you, including without limitation, any intellectual property right, publicity, confidentiality, property or privacy right; or (c) your breach of any part of these Terms. Autonome will attempt to provide you with written notice of any such matter; however, any failure or delay by Autonome to do so does not negate your defense or indemnification obligations or waive Autonome’s rights to seek payment or defense or indemnification from you. Autonome reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with Autonome in our defense of these claims. You will not settle any claim that affects Autonome or our affiliates without our prior written approval.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AUTONOME WILL NOT BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, RELIANCE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR ANY DAMAGES FOR LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, GOODWILL OR OTHER INTANGIBLE LOSSES, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR: (A) YOUR ACCESS TO, USE OF, OR INABILITY TO USE THE SERVICES; (B) ANY CONDUCT OR CONTENT OF ANY USER OR THIRD PARTY ON THE SERVICES; (C) UNAUTHORIZED ACCESS, USE, OR ALTERATIONS OF YOUR TRANSMISSIONS OR CONTENT; (D) ANY INFORMATION POSTED ON THE SERVICES; OR (E) AUTONOME’S DECISION TO PUBLISH OR REMOVE ANY INFORMATION ON THE SERVICES; IN EACH CASE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT AUTONOME OR OUR SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT SHALL AUTONOME’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR FROM THE USE OR INABILITY TO USE THE SERVICES EXCEED: (1) THE AMOUNTS YOU PAID TO ACCESS THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF YOUR CLAIM, OR (2) ONE HUNDRED U.S. DOLLARS, WHICHEVER IS GREATER.

The limitations of liability set forth in this Section are fundamental elements of the basis of the bargain between you and us and will survive any termination or expiration of these Terms, and will apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose.

GOVERNING LAW AND DISPUTES

These Terms and any action related thereto will be governed by the laws of the State of California, without regard to its conflicts of law provisions. Except as otherwise expressly set forth in “Informal Dispute Resolution” below, the exclusive jurisdiction for any and all disputes, claims, or controversies arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) that you and Autonome are not required to arbitrate will be the state and federal courts located in Los Angeles County, California, and you and Autonome each waive any objection to jurisdiction and venue in such courts.

INFORMAL DISPUTE RESOLUTION

We want to address your concerns without litigation or other formal proceedings. Before filing a claim against Autonome, you agree to try to resolve the Dispute informally by contacting [email protected] and providing us with reasonably detailed information concerning your issue. We will try to resolve the Dispute informally by contacting you through email. If a dispute is not resolved within 15 days after submission, you or Autonome may bring a formal proceeding in accordance with these Terms.

ENTIRE AGREEMENT

These Terms (and any other policies we refer to in this document) make up the entire agreement between you and Autonome, LLC., and supersede any prior agreement. If any part of these Terms are found to be unenforceable by a court or arbitrator, the remaining parts will remain in full force and effect. If Autonome fails to enforce any part of these Terms, such a failure does not constitute a waiver. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without Autonome’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Autonome may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.