Terms & Conditions

Intellectual Property Rights

Unless otherwise indicated, the Platform is the property of Resiliency and all source code, databases, functionality, software, Platform designs, audio, video, text, photographs, interactive features, software, metrics, and graphics of any nature and regardless of format (herein, collectively, or individually, the “Materials”) and the trademarks, service marks, and logos used in connection with the Platform (the “Marks”) are owned and controlled by Resiliency and are protected by copyright and trademark laws and any other applicable intellectual property law or regulation of the United States, foreign jurisdictions, and international conventions. The Materials and Marks are provided “As-Is.” Except as expressly provided herein, no part of the Platform and no Materials may be copied, reproduced, aggregated, republished, uploaded, posted, displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without Resiliency’s express prior written permission. Resiliency reserves all rights in the Platform, Materials, and Marks.

Your Use of the Platform

You retain ownership rights in the content you upload to, or develop on, the Platform, including, without limitation, videos, audio, graphics, photos, text, branding, designs, drawings, patterns, models, compositions, architectures, protocols, formulae, algorithms, processes, programs, methods, technology, devices, works of authorship, data, databases, data collections, and other materials (collectively, “Content”), and you are responsible for all Content that you provide to the Platform. You warrant that any and all materials and Content uploaded to the Platform or obtained by Resiliency at your direction are owned by you, or you are authorized to use such Content, and the Content does not infringe on or misappropriate any third party’s rights, including, but not limited to, all intellectual property rights and any right of publicity. Resiliency is under no obligation to host or serve Content. If you see any Content you believe does not comply with this Agreement, including content that violates the law, please report it to us. To protect your account on the Platform, keep your password confidential. You should not reuse your Platform account password on third-party applications. Our Privacy Policy explains how we treat your personal data and protect your privacy when you use the Platform.

Permissions and Restrictions

You may access and use the Platform as made available to you, as long as you comply with this Agreement and applicable law. The following restrictions apply to your use of the Platform. You are not allowed to:

1. Make any unauthorized use of the Platform;
2. Circumvent, disable, or otherwise interfere with security-related features on the Platform;
3. Trick, defraud, or mislead Resiliency or other users;
4. Interfere with, disrupt, or create an undue burden on the Platform or Resiliency’s networks or servers;
5. Use the Platform in an effort to compete with Resiliency;
6. Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Platform;
7. Bypass any measures on the Platform designed to prevent or restrict access to the Platform or any portion thereof;
8. Harass, annoy, intimidate, or threaten any of Resiliency’s employees, independent contractors, or agents providing services through the Platform;
9. Delete the copyright or other rights notice from any Materials;
10. Copy or adapt the Platform’s software;
11. Upload or transmit, or attempt to do so, viruses, Trojan horses, or other material including anything that interferes with any party’s use of the Platform or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operations, or maintenance of the Platform;
12. Upload or transmit, or attempt to do so, any material that acts as a passive or active information collection or transmission mechanism;
13. Collect or harvest any information that might identify a person;
14. Disparage, tarnish, or otherwise harm Resiliency;
15. Access the Platform using any automated means (such as robots, botnets or scrapers) except with Resiliency’s prior written permission;
16. Use the Platform to distribute unsolicited promotional or commercial content or other unwanted or solicitations;
17. Access, reproduce, download, distribute, transmit, broadcast, display, sell, license, alter, modify or otherwise use any part of the Platform, Materials, or any Content except: (a) as expressly authorized by the Platform; or (b) with prior written permission from Resiliency and, if applicable, the respective rights holders; or
18. Use the Platform in a manner inconsistent with any applicable laws, statutes or regulations.

Grant of License

For purposes of this Agreement, Content is divided into two categories. “Contributed Content” means modules, videos, curricula, written materials, and other educational or clinical program content submitted to the Platform by clinicians, content creators, researchers, organizational administrators, or other contributors for use within the Platform. “Personal Content” means information a user enters about themselves or about a person in their care, including safety plans, screening and assessment responses, journal or reflection entries, intake information, and any protected health information.

You grant Resiliency a perpetual, worldwide, royalty-free, non-exclusive, sublicensable, and transferable license to host, store, reproduce, distribute, prepare derivative works from, display, and perform Contributed Content in connection with the Platform and Resiliency’s (and its successors’ and Affiliates’) business, including commercially and for the purpose of promoting and distributing part or all of the Platform.

Resiliency claims no license in Personal Content beyond what is necessary to operate the Platform and provide the Services to You. Personal Content is governed solely by the Privacy Policy, applicable law, and any Business Associate Agreement or other written agreement between the parties, and is never used for promotional, marketing, or commercial purposes, or disclosed to third parties except as described in the Privacy Policy.

User Representations

By using the Platform, You represent and warrant that:

1. You have provided true, accurate, complete, and updated information to create Your account on the Platform;
2. You have the legal capacity and agree to comply with these Terms of Service;
3. You are at least 18 years of age and of legal age to form a binding contract; or You are under 13 years of age and Your parent or legal guardian has provided verifiable consent in accordance with Sections 7 and 8 and has agreed to these Terms of Service on Your behalf; or You are between the ages of 13 and 17 and You have permission from a parent or legal guardian to use the Platform, or applicable law permits You to consent on Your own behalf;
4. You will not access the Platform through automated or non-human means;
5. You will not use the Platform for any illegal or unauthorized purpose; and
6. Your use of the Platform will not violate any applicable law or regulation.

Management and Oversight

Resiliency reserves the right to monitor the Platform for violations of these Terms of Service and to take appropriate legal action in response to a violation of the Terms of Service or any applicable law, statute, or regulation. Resiliency further reserves the right to restrict or deny access to the Platform or disable Your use of the Platform. Such decision will be in the sole discretion of Resiliency, without notice or liability to You. All decisions regarding the management of the Platform will be at the sole discretion of Resiliency and will be designed to protect Resiliency’s rights and property.

Privacy Policy

By using the Platform, You agree to be bound and abide by Resiliency’s Privacy Policy.

Age Restrictions

The Platform is available to users who are at least 18 years of age, and to users aged 7 through 17. The Platform has a minimum user age of 7; the Platform is not available to children under the age of 7. Verifiable parental or legal guardian consent is required for every user under the age of 13, and the organizational enrollment requirements in Section 8 apply to every such user. Before a user under 13 may access the Platform, a parent or legal guardian must complete the Parental Consent Form at sharpenminds.com/parental-consent and thereby consents to these Terms of Service and the Privacy Policy on behalf of the minor. A user between the ages of 13 and 17 must have permission from a parent or legal guardian to use the Platform, except where applicable law permits that user to consent on their own behalf. Where the Platform is made available through a client organization, that organization is responsible for determining which applies and for obtaining any required permission.

Resiliency collects personal information from users under the age of 13 only after obtaining verifiable parental consent, and collects only the information reasonably necessary to provide the Services, in accordance with the Children's Online Privacy Protection Act. A parent or legal guardian may review the personal information collected about their child, request its deletion, and withdraw consent at any time by contacting tfarrell@sharpenminds.com. Where Resiliency provides the Services through a school, district, or other educational institution, that institution may provide consent on behalf of parents for the limited purpose of the educational program, consistent with applicable law. Resiliency does not condition a child's participation on the disclosure of more personal information than is reasonably necessary, and does not use personal information collected from users under the age of 13 for advertising or marketing purposes.

Users under the age of 13 may not register for the Platform on their own. Accounts for users under 13 are created only by an authorized administrator at a partner organization, school, or health system that has first obtained and recorded verifiable parental or legal guardian consent for that user. Self-registration, including registration by scanning a QR code, is not available to users under 13.

Children Under 13: Organizational Enrollment and COPPA Compliance

Users under the age of 13 may be enrolled in the Platform only through a client organization, such as a school, district, health system, prevention program, or community organization, that has first obtained and recorded verifiable parental or legal guardian consent for each such user. Under no circumstances may a user under the age of 13 create an account independently, including by scanning a QR code, following an invitation link, or otherwise self-registering.

Resiliency provides written guidance on these requirements to every client organization that intends to offer the Platform to children under the age of 13, including the form of parental consent to be used, the records the organization must retain, and the enrollment pathway to be followed. Each such organization is required to follow that guidance, to obtain and retain verifiable parental or legal guardian consent before any user under 13 is added, and to provide evidence of that consent to Resiliency upon request. An organization that has not received and accepted this guidance may not enroll users under the age of 13. Each such organization must retain those consent records for the period during which the user accesses the Platform and for at least three (3) years afterward, must provide copies to Resiliency within ten (10) business days of a written request, and must notify Resiliency in writing before enrolling any user under the age of 13. Resiliency may suspend access for any individual or group where it reasonably believes these requirements have not been met, and any such suspension is not a breach by Resiliency.

A parent or legal guardian may review the personal information Resiliency has collected about their child, request its correction or deletion, refuse to permit further collection or use, and withdraw consent at any time by contacting tfarrell@sharpenminds.com. Withdrawal of consent will result in deletion of the child’s account and personal information, except where Resiliency is required to retain records by law or under a separate written agreement with the client organization.

SMS Communications Terms

Consent to receive SMS messages is not a condition of enrolling in or participating in any Sharpen® program. Participants who do not opt in to SMS will be contacted by email instead. By opting in to receive text messages from Resiliency during enrollment, You agree to the following terms:

1. You will receive text messages from Resiliency relating to Your participation in a Sharpen® program, including onboarding, assigned interventions and modules, session or activity reminders, and check-ins.
2. Message frequency varies by program and program phase.
3. Message and data rates may apply. Check with Your mobile carrier for details.
4. To opt out at any time, reply STOP. You will receive a confirmation message and will not receive further messages from that number.
5. To re-subscribe, reply START.
6. For assistance, reply HELP or contact tfarrell@sharpenminds.com.
7. Message delivery depends on Your mobile carrier and is not guaranteed.
8. Where the participant is under 13, SMS opt-in is provided by the parent or legal guardian as part of the Parental Consent Form at sharpenminds.com/parental-consent. Where the participant is between the ages of 13 and 17, SMS opt-in is provided by the participant with the permission of a parent or legal guardian, except where applicable law permits that participant to consent on their own behalf.

Resiliency does not share mobile information, including phone numbers and SMS opt-in data, with third parties or affiliates for marketing or promotional purposes. This restriction applies to all categories of mobile data and is not subject to exceptions. See the Privacy Policy for more information.

Not a Substitute for Professional Care; Crisis Resources

The Platform provides educational, psychoeducational, and clinical decision support content. Except where the Platform is deployed by a licensed health care provider as part of that provider’s clinical care, the Platform is not intended to diagnose, prevent, cure, or treat any mental disorder, illness, or disease, and is not a substitute for evaluation or treatment by a licensed professional. No action should be taken solely on the basis of content available through the Platform. If You or someone in Your care is in crisis, call 911 or go to the nearest emergency room. For 24/7 crisis support, call or text 988 to reach the 988 Suicide and Crisis Lifeline, or text HOME to 741741 to reach the Crisis Text Line. Resiliency does not monitor Platform activity in real time and has no obligation to respond to any individual user. Where the Platform is made available through an organization, that organization is responsible for its own crisis-response, escalation, and mandatory-reporting procedures, for training its personnel in them, and for providing users with the emergency and crisis resources appropriate to its population.

Automated Recommendations, Artificial Intelligence, and Data Commitments

Resiliency does not sell personal information, and does not share, rent, license, or otherwise disclose personal information to any third party for advertising, marketing, behavioral targeting, or any commercial purpose unrelated to providing the Services. This applies to users of every age, without exception, and is a standing commitment of Resiliency's leadership and Board of Directors. Resiliency does not serve advertising on the Platform and does not permit third parties to do so.

The Platform serves two distinct classes of user, and the automated features available to each are different. “End Users” are individuals participating in a Sharpen® program. “Clinician Users” are licensed or credentialed professionals who access the clinician dashboard to support those individuals. The library that the Platform searches and recommends from consists solely of Resiliency’s own evidence-based modules, documentary-style peer videos, and the clinical and research literature underlying them, and does not draw content from the open internet or from other users’ personal information. The Platform does not generate novel clinical guidance.

End Users receive deterministic recommendations. An End User is provided a search mechanism so they can locate modules readily, together with recommendations produced by matching reviewed, human-tagged content to that user’s profile and engagement. End Users are not provided a chatbot, conversational agent, or generative dialogue of any kind. An End User is never speaking with an artificial intelligence system. Every module and intervention deliverable to an End User is reviewed and approved by Resiliency’s clinical team before it can be delivered.

Clinician Users have access to conversational artificial intelligence features within the clinician dashboard, provided to support their professional judgment in locating and selecting content for the individuals they serve. These features are available only to credentialed Clinician Users and are never exposed to End Users. Output draws on Resiliency’s reviewed content library, is informational, does not constitute novel clinical guidance, and does not replace clinical judgment; the Clinician User remains responsible for all clinical decisions.

The clinician dashboard artificial intelligence feature is not connected to, and does not retrieve, End User records, screening or assessment results, safety plans, or any other personal information held on the Platform. It operates on Resiliency’s reviewed content library and on the text a Clinician User enters. Clinician Users are required not to enter identifiable patient information into this feature. The feature is provided using Amazon Bedrock, a managed service of Amazon Web Services. Under the terms of that service, inputs and outputs are not used to train the underlying foundation models and are not shared with the model providers, and data is encrypted in transit and at rest.

Engagement information is used to generate recommendations for that user within the Platform. Where program content is rendered from Resiliency’s servers inside an organization’s own platform, Resiliency may receive technical information incident to serving that content, including IP address, browser and device type, and a session or content identifier. Resiliency uses that information solely to support the internal operations of the Platform, as described in the Privacy Policy, and not to contact or profile any individual. Resiliency does not use personal information to train general-purpose artificial intelligence models, does not provide personal information to third parties for the training of their models, and does not sell or disclose personal information for any artificial intelligence development purpose. Consent for artificial intelligence training or advertising is never bundled with consent to use the Services. Further detail is set out in the Privacy Policy.

Termination

In the event You wish to terminate Your relationship with Resiliency, You will provide Resiliency with written notice of Your intent to terminate (“Your Notice”). Upon receipt of Your Notice by Resiliency, Resiliency will cease providing you with access to the Platform, and any contractual or transactional relationship between the parties will be of no further force or effect and will be considered void and terminated.

Without limiting any other provisions, Resiliency reserves the right to deny access to and use of the Platform. Such denial will be at Resiliency’s sole discretion and without notice or liability to You. Denial of access may be to any person and for any reason or for no reason, including without limitation for breach of any representation warranty or covenant contained in these Terms of Service or the Privacy Policy or any applicable law, statute, or regulation. Upon termination or suspension, You are thereafter prohibited from registering and creating a new account under any name or on behalf of any third party. Resiliency reserves the right to take appropriate legal actions against You for breach of this Section.

Any attempt to defraud Resiliency through deceptive tactics such as using different names, emails, IPs, or payment methods will result in immediate termination of service and blacklisting with our service.

Modification

Resiliency reserves the right to change, alter, modify, amend, or remove anything or any content on the Platform for any reason at its sole discretion. Resiliency reserves the right to modify or discontinue all or part of the Platform without notice and without liability to You.

Resiliency reserves the right, at its sole discretion, to modify or replace these Terms of Service by posting updated terms on our Platform. Your continued use of the Platform after any such changes constitutes your acceptance of the new Terms of Service. Please review the Platform periodically for changes. If you do not agree to any or all posted changes, please do not continue to access or use the Platform.

Connection Interruptions

Resiliency does not guarantee or warrant the Platform will be available and accessible at all times. Issues with hardware, software, or other items may result in interruption delays or errors beyond Resiliency’s control. You agree that Resiliency will not be liable to You for any loss, damage, or inconvenience caused by Your inability to access or use the Platform during any interruption in the connection or service.

Jurisdiction

The Platform is hosted in the United States of America. Access to the Platform from the EU, Asia, or other region of the world may result in the applicability of laws, statutes, or regulations differing from those of the United States which govern personal data collection, use, or disclosure. Your continued use of the Platform and transfer of data to the United States constitutes express consent of You to the transfer and processing of data in the United States.

Governing Law

These Terms of Service will be governed by and construed in accordance with the internal laws of the State of California without regard to conflict of law principles.

Litigation

Any legal action of whatever nature will be brought in the state or federal courts located in San Diego County, California. The parties hereto consent to personal jurisdiction in said courts and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction.

Disclaimer

The Platform is provided on an as-is, as-available basis. You agree that Your use of the Platform and Services are at Your sole risk. Resiliency disclaims all warranties, express or implied, in connection with the Platform and Your use thereof, including the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Resiliency makes no warranties or representations about the accuracy or completeness of the Platform or any content thereon or content of any Platforms linked to the Platform, and Resiliency assumes no liability for any errors, mistakes, or inaccuracies of content and materials, personal injury, or property damage, of any nature whatsoever, any unauthorized access to or use of Resiliency’s secure servers and/or any personal information and/or financial information stored therein, any interruption or cessation of transmission to or from the site, any bugs, viruses, Trojan horses, or the like which may be transmitted to or through the Platform by any third party and/or any errors or omissions in 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 through the Platform. Resiliency does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party either through the Platform, a hyperlinked site, or any site or mobile application featured in any advertising.

Limitations of Liability and Indemnification

IN NO EVENT WILL RESILIENCY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE SITE, OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

You agree to indemnify, hold harmless, and pay the defense costs of Resiliency and its subsidiaries, affiliates and all respective officers, members, agents, partners, employees and independent contractors from and against any loss, damage, liability, claim, or demand including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use or misuse of the Platform; (2) breach of these Terms of Service; (3) any breach of Your representations and warranties set forth herein; and (4) Your violation, either directly or performed by Resiliency at the direction of You, of the rights of any third party, including but not limited to intellectual property rights.

User Data

You are responsible for the accuracy of account information and Content You transmit to the Platform. Resiliency maintains commercially reasonable backup, retention, and data protection practices as described in the Privacy Policy. Except in cases of gross negligence or willful misconduct, Resiliency will not be liable for loss or corruption of data. Nothing in this Section limits Resiliency's obligations under a separate written agreement, Business Associate Agreement, or data protection addendum between the parties, which will control in the event of a conflict.

Added Users

You can add users to Your account (“Added User”). The creator of Your account is the account administrator (“Administrator”). In addition, the Administrator may designate others as Administrators. Administrators can add, modify, or remove Users from Your account as well as manage their permissions and access to Content. If the Administrator adds an Added User to Your Account, You represent and warrant that the Administrator and You have obtained all necessary consents from that person to be added, and, where the Added User is under 13 years of age, that verifiable parental or legal guardian consent has been obtained and recorded in accordance with Section 8 before that user is added. Where the Added User is between the ages of 13 and 17, You represent and warrant that You have determined whether parental permission is required under applicable law and have obtained any permission so required. If You enable account management services which allows employees, independent contractors, agents, or representatives to manage Your account and Added Users, You represent and warrant that all such persons are authorized to do so on behalf of You.

If you are an Added User, the Administrator may control access to, delete, or re-assign ownership to the Content you upload or create on the account you access for You. Resiliency is not responsible for any actions taken by Administrators or Added Users that are unauthorized by You. It is the responsibility of Added Users to not upload or create Content on Your account if the Added User does not want to potentially transfer ownership or disclose such Content to others on Your account.

Where an Added User is under the age of 13, the Administrator represents and warrants that verifiable parental or legal guardian consent was obtained and recorded in accordance with Section 8 before that user was added, and that the Administrator will provide evidence of that consent to Resiliency upon request. Where an Added User is between the ages of 13 and 17, the Administrator represents and warrants that it has determined whether parental permission is required under applicable law and has obtained any permission so required.

Electronic Communications, Transactions, and Signatures

You hereby consent to receive electronic communications from Resiliency and You agree that all agreements, notices, disclosures, and other communications sent via email or through the Platform 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 Resiliency or through the Platform. 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 or retention of non-electronic records or to payments or the granting of credits by any means other than electronic.

Third-Party Links

The Platform may contain links to third-party websites and online services that are not owned or controlled by Resiliency. Resiliency has no control over, and assumes no responsibility for, such websites and online services. Be aware when you leave the Platform. We suggest you read the terms and privacy policy of each third-party website and online service that you visit.

Intellectual Property Claims (Copyright (DMCA), Trademark Infringement)

Copyright Infringement Claims

We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If You believe any content on the Platform violates Your copyright or a related exclusive right, You should follow the process below. Resiliency looks into reported violations and removes or disables content shown to be violating third party rights.

In order to allow us to review your report promptly and effectively, a copyright infringement notice (“Notice”) should include the following:

• identification of Your copyrighted work and what is protected under the copyright(s) that You are referring to;
• Your copyright certificate(s)/designation(s) and the type, e.g., registered or unregistered;
• proof of Your copyright ownership, such as the registration number or a copy of the registration certificate;
• a short description of how our user(s) allegedly infringe(s) Your copyright(s);
• clear reference to the materials You allege are infringing and which you are requesting to be removed, for example, the url, a link to the deliverable provided to a user, etc.;
• Your complete name, address, email address, and telephone number;
• A statement that You have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; a statement made under penalty of perjury that the information provided in the notice is accurate and that You are the copyright owner or the owner of an exclusive right that is being infringed, or are authorized to make the complaint on behalf of the copyright owner or the owner of an exclusive right that is being infringed; and
• Your electronic or physical signature.

You can send your Notice to our designated DMCA / Copyright Claims Agent at:

Note that we will provide the user who is allegedly infringing Your copyright with information about the Notice and allow them to respond. In cases where sufficient proof of infringement is provided, we may remove or suspend the reported materials prior to receiving the user’s response. In cases where the allegedly infringing user provides us with a proper counter-notification indicating that it is permitted to post the allegedly infringing material, we may notify You and then replace the removed or disabled material. In all such cases, we will act in accordance with 17 U.S.C § 512 and other applicable laws.

If You fail to comply with all of the requirements of § 512(c)(3) of the DMCA, Your DMCA Notice may not be legally effective.

Please be aware that if You knowingly materially misrepresent that material or activity on the Platform is infringing Your copyright, You may be held liable for damages (including costs and attorneys’ fees) under § 512(f) of the DMCA.

It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.

Counter-Notification Procedures for Copyright Claims

If You believe that material You posted on the site was removed or access to it was disabled by mistake or misidentification, You may file a counter-notification with us (a “Counter-Notice”) by submitting written notification to our DMCA / Copyright Claims agent (identified above). Pursuant to the DMCA, the Counter-Notice must include substantially the following:

• Your physical or electronic signature;
• an identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled;
• adequate information by which we can contact You (including your name, postal address, telephone number and, if available, email address);
• a statement under penalty of perjury by You that You have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
• a statement that You will consent to the jurisdiction of the Federal District Court for the judicial district in which Your address is located (or if you reside outside the United States for any judicial district in which the Platform may be found) and that You will accept service from the person (or an agent of that person) who provided the Platform with the complaint at issue.

The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against You within ten business days of receiving the copy of your Counter-Notice. Please be aware that if You knowingly materially misrepresent that material or activity on the Platform was removed or disabled by mistake or misidentification, You may be held liable for damages (including costs and attorneys’ fees) under § 512(f) of the DMCA.

Trademark Infringement Claims

We take claims of copyright infringement seriously. We will respond to notices of alleged trademark infringement that comply with applicable law. If You believe any of the uploaded content violates Your trademark, You should follow the process below.

In order to allow us to review your report promptly and effectively, a trademark infringement notice (“TM Notice”) should include the following:

• identification of Your trademark and the goods/services for which You claim trademark rights;
• Your trademark registration certificate and a printout from the pertinent country’s trademark office records showing current status and title of the registration (alternatively, a statement that Your mark is unregistered, together with a court ruling confirming your rights);
• a short description of how our user(s) allegedly infringe(s) Your trademark(s);
• clear reference to the materials You allege are infringing and which You are requesting to be removed, for example, the url, a link to the deliverable provided to a user, etc.;
• Your complete name, address, email address, and telephone number;
• a statement that You have a good faith belief that use of the material in the manner complained of is not authorized by the trademark owner, its agent, or the law;
• a statement made under penalty of perjury that the information provided in the notice is accurate and that You are the trademark or are authorized to make the complaint on behalf of the trademark owner; and
• Your electronic or physical signature

You can send your Notice to:

Note that we will provide the user who is allegedly infringing Your trademark with information about the TM Notice and allow them to respond. In cases where sufficient proof of infringement is provided, we may remove or suspend the reported materials prior to receiving the user’s response. In cases where the allegedly infringing user provides us with information indicating that it is permitted to post the allegedly infringing material, we may notify You and then replace the removed or disabled material. In all such cases, we will act in accordance with applicable law. It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.

Miscellaneous

These Terms of Service and any policies posted on the Platform or regarding the Platform constitute the entire agreement and understanding between You and Resiliency. Where an organization has entered into a written licensing agreement, business associate agreement, or data protection addendum with Resiliency, that agreement controls over these Terms of Service with respect to that organization and its users to the extent of any conflict, and nothing in these Terms of Service limits Resiliency’s obligations or that organization’s obligations under it. Failure of Resiliency to enforce any right or provision of these Terms of Service will not operate as a waiver of such right or provision. If any provision or part of these Terms of Service is determined to be unlawful, void, or unenforceable, that provision will be severed from these Terms of Service but will not otherwise affect the validity or unenforceability of the remaining provisions herein. Nothing in these Terms of Service, the Privacy Policy, or on the Platform will be construed to constitute the forming of a joint venture, partnership, employment, or agency relationship between You and Resiliency.

Contact Information

For any questions or complaints regarding the Platform, please contact Resiliency at: