Last Revised on October 7, 2022
These Terms of Service (these “Terms”) apply to your access and use of the website, https://www.resilience.com (together with any successor site, the “Website”), operated on behalf of National Resilience, Inc. (“Company”, “we” or “us”), together with any online content, tools, features and functionality offered on or through our Website (the “Services”).
These Terms of Service (these “Terms”) apply to your access and use of resilience.com and any related websites (together with any online content, data, information, tools, features and functionality offered on or through our websites and with any successor site, the “Website”), operated on behalf of National Resilience, Inc. (“Company”, “we” or “us”).
These Terms govern your access to and use of the Website. Please read these Terms carefully, as they include important information about your legal rights. By accessing and/or using the Website, you are agreeing to these Terms. If you do not understand or agree to these Terms, you may not and we do not authorize you to use the Website.
For purposes of these Terms, “you” and “your” means you as the user of the Website.
You must be 18 years of age or older and reside in the United States or any of its territories to use the Website. If you have accepted these Terms on behalf of any person or entity, you represent that you have legal authority to do so and that such person or entity agrees to be responsible to us if you or such person or entity violates these Terms. By using the Website, you represent and warrant that you meet these requirements.
2.1 User Registration. In order to access and use certain areas or features of the Website, you may need to provide certain information and/or answer certain questions. Each registration is for a single user only. You agree to (a) provide accurate, current and complete information, (b) maintain and promptly update your information as needed, (c) be responsible for the acts or omissions of any third party who has authority to access or use the Website on your behalf, and (d) immediately notify us if you discover or otherwise suspect any security breaches related to the Website. If you provide information that is untrue, inaccurate, not current or incomplete, we may suspend and/or terminate any and all current or future use of the Website.
3.1 License Grant. Subject to your compliance with these Terms, the Company hereby grants to you, a personal, worldwide, royalty-free, non-assignable, non-sublicensable, non-transferrable, and non-exclusive license to access and use the Website for your personal, non-commercial use. This license has the sole purpose of enabling you to use and enjoy the benefit of the Website as provided by us, in the manner permitted by these Terms and subject to the use restrictions described below. Any use of the Website other than as specifically authorized herein is strictly prohibited and will terminate the license granted herein. Nothing in these Terms shall be construed as conferring any right or license to any patent, trademark, copyright or other proprietary rights of the Company or any third party, whether by estoppel, implication or otherwise. This license is revocable at any time.
3.2 Restrictions On Your Use of the Website. You may not, directly or indirectly, do any of the following, unless applicable laws or regulations prohibit these restrictions or you have our written permission to do so:
(a) download, modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any information contained on, or obtained from or through, the Website;
(b) duplicate, decompile, reverse engineer, disassemble or decode the Website (including any underlying idea or algorithm), or attempt to do any of the same;
(c) use, reproduce, alter, conceal or remove any copyright, trademark, service mark, trade name, slogan, logo, image, or other proprietary notation displayed on or through the Website;
(d) use automation software (bots), hacks, modifications (mods) or any other unauthorized third-party software designed to modify the Website;
(e) exploit the Website for any commercial purpose, including without limitation communicating or facilitating any commercial advertisement or solicitation;
(f) access or use the Website in any manner that could disable, overburden, damage, disrupt or impair the Website or interfere with any other party’s access to or use of the Website or use any device, software or routine that causes the same;
(g) attempt to gain unauthorized access to, interfere with, damage or disrupt the Website, or the computer systems or networks connected to the Website;
(h) circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Website;
(i) use any robot, spider, crawlers or other automatic device, process, software or queries that intercepts, “mines,” scrapes or otherwise accesses the Website to monitor, extract, copy or collect information or data from or through the Website, or engage in any manual process to do the same;
(j) introduce any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful into our systems;
(k) use the Website for illegal, harassing, unethical, or disruptive purposes;
(l) violate any applicable law or regulation in connection with your access to or use of the Website; or
(m) access or use the Website in any way not expressly permitted by these Terms.
4.1 Responsibility for User Content. You are solely responsible and liable for all data, information and other materials (“User Content”) that you submit, upload, post, e-mail or otherwise transmit (“Transmit”) in connection with the Website. In addition, we have no control over, and shall have no liability for, any damages resulting from the use (including without limitation republication) or misuse by any third party of information made public through the Website. IF YOU CHOOSE TO SUBMIT TO US, OR OTHERWISE MAKE ANY USER CONTENT PUBLICLY AVAILABLE, YOU DO SO AT YOUR OWN RISK AND WE SHALL HAVE NO LIABILITY THEREFOR.
4.2 User Content Restrictions. You represent and warrant that you will not, and will not permit anyone else to, directly or indirectly:
(a) Transmit any User Content that is unlawful, harmful, threatening, abusive, hateful, obscene, harassing, tortious, defamatory, libelous, slanderous, pornographic, profane, vulgar, offensive, lewd, invasive of another’s privacy or racially, ethnically or otherwise objectionable.
(b) Transmit any User Content: (i) that you do not have the right to Transmit, under any law or contractual or fiduciary relationships, including, without limitation, any inside information or proprietary or confidential information; (ii) that infringes any patent, copyright, trademark or other intellectual property right or misappropriates any trade secret or right of privacy of any third-party; (iii) that constitutes unsolicited or unauthorized advertising or promotional materials, “spam,” “chain letters,” or pyramid schemes; or (iv) that contains any software routine, code, instruction or virus that is designed to disable, delete, modify, damage or erase software, hardware or data;
(c) Forge headers or otherwise manipulate identifiers in order to disguise any User Content Transmitted through the Website.
Although we have no obligation to screen, edit or monitor User Content, we reserve the right, and have absolute discretion, to remove, screen or edit User Content posted or stored on or through the Website at any time and for any reason, and you are solely responsible for creating backup copies of and replacing any User Content you post or store through the Website at your sole cost and expense.
5.1 Ownership of the Website. The Website, including their “look and feel” (e.g., text, graphics, images, logos), proprietary content, information, data, and other materials, are protected under copyright, trademark and other intellectual property laws. You agree that the Company and/or its licensors own all right, title and interest in and to the Website (including any and all intellectual property rights therein) and you agree not to take any action(s) inconsistent with such ownership interests. We and our licensors reserve all rights in connection with the Website and its content, including, without limitation, the exclusive right to create derivative works. You do not acquire any ownership interest in the Website under these Terms, or any other rights thereto other than to use the Website in accordance with the license granted, and subject to all terms, conditions and restrictions of these Terms.
5.2 Ownership of Trademarks. The Company’s name and logo and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. Other names, logos, product and service names, designs and slogans that appear on the Website are the property of their respective owners. You agree that the Company and/or its licensors own all right, title and interest in and to the Company’s trademarks (including any and all intellectual property rights therein) and you agree not to take any action(s) inconsistent with such ownership interests. Nothing contained in the Website shall be construed as granting, by implication or otherwise, any license or right to use any such trademarks without the prior written permission of the Company or such third party that may own such trademark.
5.3 Ownership of Feedback. We welcome feedback, comments and suggestions for improvements to the Website (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in the Website or in any such Feedback. All Feedback becomes the sole and exclusive property of the Company, and the Company may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to the Company any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.
(a) enforcing these Terms;
(b) complying with any laws, regulations or rules of any federal, state or local government or agency;
(c) responding to claims that any User Content violates the rights of third parties; or
(d) protecting the rights or property of the Company, its customers or the public.
7.1 Disclaimers. Your access to and use of the Website are at your own risk. You understand and agree that the Website are provided to you on an “AS IS,” “AS AVAILABLE” and “WITH ALL FAULTS” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, the Company, its parents, affiliates, related companies, officers, directors, employees, agents, representatives, partners and licensors (the “Company Entities”) DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. The Company Entities MAKE NO WARRANTY AND DISCLAIM ALL RESPONSIBILITY AND LIABILITY FOR: (a) the completeness, accuracy, availability, timeliness, security or reliability of the Website; (b) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Website; (c) the operation or compatibility with any other application or any particular system or device; and (d) whether the Website will meet your requirements or be available on an uninterrupted, secure or error-free basis. No advice or information, whether oral or written, obtained from the Company Entities or through the Website, will create any warranty or representation not expressly made herein.
7.2 Limitations of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE COMPANY ENTITIES BE LIABLE (A) FOR DAMAGES OF ANY KIND, INCLUDING DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR WEBSITE, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE WEBSITE), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE WEBSITE AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE COMPANY ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE DELIVERY, USE OR PERFORMANCE OF THE WEBSITE. SOME JURISDICTIONS (SUCH AS THE STATE OF NEW JERSEY) DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU. THE COMPANY ENTITIES’ TOTAL LIABILITY TO YOU FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED THE AMOUNT OF ONE HUNDRED DOLLARS ($100.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE YOUR RIGHTS UNDER CALIFORNIA CIVIL CODE 1542, WHICH STATES “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
You shall indemnify, hold harmless, and, at the Company’s option, defend the Company from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) (“Losses”) incurred by the Company resulting from any third-party claim, suit, action or proceeding relating to or arising from your use of the Website (including, but not limited to, any information, non-certified valuations and/or actual or potential transactions, in each case arising out of or related in any way to the Website), any User Content that you Transmit to or through the Website, any Feedback you provide, any violation of these Terms by you, or any other act or omission by you, including your violation of any rights of another, arising from your use of the Website. You further agree that the Company shall have control of the defense or settlement of any third party claims unless the Company exercises its option to require you to defend the Company. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and the Company.
We expect users of the Website to respect the intellectual property rights of others. If you believe in good faith that any of the content on the Website infringes your copyright, please provide our copyright agent the written information specified below.
(a) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
(b) A description of the copyrighted work that you claim has been infringed;
(c) A description of where the material that you claim is infringing is located on the Site;
(d) Your address, telephone number and email address;
(e) A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and
(f) A statement by you, made under penalty of perjury, that the information in the notice is accurate and that you are the copyright owner, or are authorized to act on behalf of the owner, of an exclusive right that is allegedly infringed.
The Company’s copyright agent for notice of claims of copyright infringement can be reached as follows:
Attn: General Counsel
9310 Athena Circle, Suite #130
La, Jolla CA 92037
With a copy to: [email protected]
10.1 Updating These Terms. We may modify these Terms from time to time in which case we will update the “Last Revised” date at the top of these Terms. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by e-mail and/or by placing a prominent notice on the first page of the Website. However, it is your sole responsibility to review these Terms from time to time to view any such changes. The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. Your continued access or use of the Website after the modifications have become effective will be deemed your acceptance of the modified Terms. Any modified Terms supersedes all previous versions. IF YOU DO NOT AGREE TO ANY MODIFICATIONS TO THESE TERMS, YOU MUST NOT ACCESS OR CONTINUE TO USE THE WEBSITE AFTER THE EFFECTIVE DATE OF SUCH MODIFICATION(S).
10.2 Termination. Notwithstanding anything contained in these Terms, we reserve the right, without notice and in our sole discretion, to terminate your right to access or use the Website at any time and for any or no reason, and you acknowledge and agree that we shall have no liability or obligation to you in such event and that you will not be entitled to a refund of any amounts that you have already paid to us, to the fullest extent permitted by applicable law. If you breach any of the provisions of these Terms, all licenses granted by the Company will terminate automatically. All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of this Agreement by the Company or you. Termination will not limit any of the Company’s other rights or remedies at law or in equity.
10.3 Injunctive Relief. You agree that a breach of these Terms will cause irreparable injury to the Company for which monetary damages would not be an adequate remedy and the Company shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.
10.4 California Residents. If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.
10.5 Class Action Waiver. PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. REGARDLESS OF THE FORUM, YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
10.6 Miscellaneous. We reserve the right in our sole discretion to modify, suspend or discontinue, temporarily or permanently, the Website (or any features or parts thereof) at any time. If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms and the licenses granted hereunder may be assigned by the Company but may not be assigned by you without the prior express written consent of the Company. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for reference only and shall not be read to have any legal effect. These Terms are governed by the laws of the State of California, without regard to conflict of laws rules, and the proper venue for any disputes arising out of or relating to any of the same will be the state and federal courts located in California. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity.
Contact us: You may contact us regarding the Website or these Terms at: 9310 Athena Circle, La Jolla, California 92037, by phone at (888) 737-2460 or by e-mail at [email protected]