END USER LICENSE AGREEMENT

 Effective as of May 27, 2020

• The terms of this End User License Agreement (the “Terms”) form a legal agreement between Child Care Aware of America (“CCAoA,” “we,” or “us”) and you, the end user (“you”), covering your use of CCAoA’s proprietary licensed platform (the “Platform”). Please read these Terms carefully, because you must comply with them to use the Platform and its features.  If you do not agree with these Terms, then you do not have permission to use or access the Platform, and you should exit the Platform.

By using and accessing the Platform, you agree to the following:

1. License Grant. CCAoA grants you a personal, non-exclusive, non-sublicensable, non-transferable license to use the Platform for your non-commercial use, provided that you comply with these Terms.  

2. You may not modify, translate, decompile, copy, distribute, disassemble, reverse-engineer, republish, or create derivative works of any part of the Platform, or otherwise use the Platform in violation of the Terms.  You may not disable or attempt to avoid any security device or procedure that we implement on the Platform.  You may not use the Platform for any illegal, unlawful, or abusive purpose.

3. Your Use. You represent that you are at least 18 years old, or the legal age of majority in your jurisdiction (whichever is greater).  You are responsible for complying with all applicable laws when using the Platform.  If you use the Platform on behalf of your employer or any other organization, your organization will be bound by these Terms and will be jointly and severally liable for any breach of these Terms by you, and you represent that you have the right and authority to agree to these Terms on behalf of your organization.

4. You may need to register an account with the Platform in order to use certain features.  Each account is for a single user only, unless otherwise stated during the registration process.  Registration may involve a user name and password, or other access credentials.  You agree to keep these credentials confidential, and not to disclose them to a third party without our permission.  You will notify us if you become aware of any loss or theft of your password, or any unauthorized use of your account.  By registering for an account, you represent that any information that you submit to us is complete, true, accurate, and current.  We may suspend or terminate your account if we believe that you have provided false or incomplete information during registration, or that your account is being used in violation of law or these Terms.

5. The Platform may allow you to access or view information, data, reports, visualizations, or other content hosted on the Platform (“Content”).  We grant you a non-exclusive, non-transferable, non-sublicensable license to access and view this Content solely in connection with your permitted use of the Platform, and for no other purpose.

6. The Platform may allow you to upload, transmit, submit, or provide your information, data, proposals, comments, reviews, or other content (each a “Submission”) to us.  You agree that your Submissions will comply with all applicable laws and will not violate the rights of any third party.  By voluntarily providing Submissions to us through the Platform, you grant us a royalty-free, perpetual, irrevocable, freely sublicensable license to use, access, import, reproduce, modify, publish, create derivative works from, distribute, and display Submissions for any purpose.  You agree that your Submissions are not confidential, and that we have no obligation to keep Submissions confidential.

7. Term and Termination. These Terms take effect at the moment you begin using or accessing the Platform.  We reserve the right to suspend or terminate your use and access to the Platform for any reason, without notice to you.  For example, we may suspend or terminate your use of the Platform if we believe that you have violated these Terms.  You may terminate these Terms at any time by ceasing to use and access the Platform, but the Terms will re-take effect whenever you use or access the Platform again.  The provisions on proprietary rights, warranty disclaimers, feedback, limitations of liability, waiver and severability, entire agreement, injunctive relief, and governing law will survive any termination of these Terms.

8. By registering an account and/or providing your contact information to us through the Platform, you agree to receive communications from us regarding your use of the Platform, including by email.  These communications are part of your use of the Platform as covered by these Terms.  You agree that these communications will satisfy any legal notice requirements under these Terms.

9. Privacy Policy. You acknowledge that certain features of the Platform may require or involve your submission of personal data (including personal contact information), and that we may collect statistics or other information about your use and access of the Platform.  Please see our Privacy Policy for a summary of our practices regarding the collection and use of your personal data.  Any personal data that you submit to us through the Platform will be covered by the Privacy Policy.

10. Proprietary Rights. We own all right, title, and interest in the Platform, which is protected by U.S. and international intellectual property laws.  You acknowledge that we do not assign or transfer any right in the Platform to you, whether under these Terms or through your use of the Platform.  We reserve all rights in the Platform not specifically granted under the Terms.

11. Third Party Content. The Platform may contain links to other applications, websites, networks, or content owned and operated by third parties not affiliated with us.  We do not have any control over these third parties, or any correspondence or other dealings that you may have with them as a result of selecting or viewing those links.  We do not have any legal responsibility for third party applications, websites, networks, or content, whether linked on the Platform or otherwise.

12. Mobile Use. The Platform may be accessible through your mobile phone or other mobile device.  Please note that your mobile carrier’s normal messaging, data, and other rates and fees may apply to your use of the Platform through your mobile device.  Use of the Platform may be prohibited or restricted by your mobile carrier, and some features of the Platform may not work with your device or mobile network.  You are responsible for checking with your mobile carrier to determine whether any restrictions or additional costs apply to your access of the Platform through your device or mobile network.

13. WE DO NOT MAKE ANY REPRESENTATION OR WARRANTY ABOUT THE QUALITY, ACCURACY, OR AVAILABILITY OF THE PLATFORM OR ANY OF ITS CONTENTS, AND WE DO NOT REPRESENT OR WARRANT THAT THE PLATFORM WILL OPERATE ERROR-FREE OR UNINTERRUPTED.  THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, WHICH MAY APPLY TO THE PLATFORM, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

14. Limit of Liability. WE WILL NOT BE RESPONSIBLE FOR ANY CLAIM OF DAMAGE OR INJURY RELATED TO YOUR USE OF THE PLATFORM WHICH RESULTS FROM A CAUSE BEYOND OUR REASONABLE CONTROL.  TO THE MAXIMUM EXTENT ALLOWED BY LAW, WE WILL NOT BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE PLATFORM OR ANY INFORMATION OR MATERIALS MADE AVAILABLE THROUGH THE PLATFORM.

15. Governing Law and Dispute Resolution. These Terms will be governed by the laws of the Commonwealth of Virginia.  Any claim under this Agreement shall be brought exclusively before the state and federal courts sitting in the Commonwealth of Virginia.

16. Security and Government Compliance. We reserve the right to monitor, view, and record activity on the Platform without notice to or permission from you or any other user.  We do not guarantee the confidentiality of any of this information, and we may provide this information to government organizations in connection with their investigation of criminal activities, or their review of legal compliance.  We will comply with court orders or subpoenas requesting this information, and we do not have any obligation to notify you about such requests.

17. Injunctive Relief. You acknowledge that any breach of these Terms by you may cause us irreparable harm, which could not be calculated as money damages.  You agree that we are entitled to seek injunctive relief against your breach of these Terms, without needing to post a bond, and without limiting any other remedy available to us.

18. No waiver by us to enforce any right or provision of these Terms will be considered a waiver of any other right or provision.  If any part of these Terms is deemed invalid or unenforceable under law, that part will be removed from the Terms, and the remaining Terms will continue in full force to the maximum extent permitted by law.  These Terms do not create any relationship between you and CCAoA other than the relationship of independent contractors.  These Terms and the Privacy Policy represent the entire agreement between you and CCAoA regarding your use and access of the Platform, superseding any prior agreements.  You may not assign or delegate any of your rights or obligations under these Terms without our permission.

19. Please note that we reserve the right to change these Terms by posting a revised set of the Terms to the Platform, or otherwise providing notice to you by mail or email.  We may add, modify, or delete any part or feature of the Platform at any time.  By continuing to use the Platform after we post updated Terms or provide notice of a change in Terms to you, you accept the updated version of these Terms.  Please review these Terms periodically for updates.

20. Contact Information. If you have any questions about these Terms or the Platform, please contact us at: [CONTACT INFO].