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Second Step® SEL for Adults Digital Program License Agreement

Last Updated: June 2021

Applies if first use is on or after June 1, 2021

This Digital Program License Agreement (“Agreement”) with Committee for Children (“Committee for Children,” “CFC,” “we,” or “us”) governs access and use of the online service and support (the “Service”) that allows “You” (the school, district or other institution that is the purchaser of this license subscription) and an educator accessing the Service on behalf of Your organization in an authorized school facility (each an “Authorized User”) to access Second Step SEL for Adults professional learning materials, micro-learnings, videos, supplemental and related activities, administrative dashboard, and other resources (collectively, the “Program”), and governs the use by You and Authorized Users of the Program.

PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS IMPORTANT TERMS THAT AFFECT YOU AND YOUR USE AND USE BY AUTHORIZED USERS OF THE SERVICE AND THE PROGRAM. BY ACCESSING OR USING THE SERVICE OR USING THE PROGRAM AND BY PERMITTING AUTHORIZED USERS TO DO SO, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND OUR DATA PROCESSING ADDENDUM AND OUR TERMS OF USE, BOTH OF WHICH ARE INCORPORATED BY THIS REFERENCE. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT AND/OR OUR DATA PROCESSING ADDENDUM AND/OR OUR TERMS OF USE, YOU WILL NOT BE PERMITTED TO ACCESS OR USE THE SERVICE OR THE PROGRAM. In the event of any conflict between the terms of this Agreement and the Terms of Use, the terms in this Agreement shall prevail. The Data Processing Addendum is Exhibit A to this Agreement.

  1. 1. Consent to Electronic Communications; Eligibility. CFC may be required by law to send communications to You or Authorized Users that pertain to the Service or the Program and use thereof. You consent to receipt of these communications electronically (e.g., via email, through the CFC websites, or via the Service) in accordance with our Privacy Policy. Authorized Users and other individuals must be at least 18 years of age to access or use the Service or the Program. By using the Service or the Program, You represent and warrant that all Authorized Users and any individual acting on Your behalf (a) are 18 years of age or older; (b) have not been previously suspended or removed from the Service or engaged in any activity that could result in suspension or removal from the Service; (c) have the full power and authority to enter into this Agreement and in so doing will not violate any other agreement to which You are a party; (d) are not barred from receiving or using the Service or the Program under the laws of the United States or any other applicable jurisdiction; and (e) to the extent that You make available the Service or the Program to an Authorized User, You will ensure that each Authorized User meets the above eligibility requirements and acts in accordance with this Agreement, including the Terms of Use, and You will be responsible for the acts and omissions of each Authorized User under this Agreement. You further represent and warrant that the individual acting for You is authorized to agree to the terms of this Agreement and our Terms of Use on behalf of You and any and all Authorized Users. If You are accessing or using the Service or the Program on behalf of another person or entity, You represent that You are authorized to accept this Agreement and our Terms of Use on that person or entity’s behalf and that the person or entity agrees to be responsible to us if You or the other person or entity violates this Agreement or our Terms of Use.

  2. 2. Scope of License to the Service.

    1. 2.1. License to Service and Program. Subject to the terms and conditions of this Agreement, CFC grants You a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during Your Subscription to (i) access and use the Service and the Program and any associated documentation and information provided by CFC online via CFC’s website(s) or, in the case of downloadable portions of the Program, via a hosted, password protected platform owned and controlled by an authorized school district or school used to deliver such portions of the Program to Authorized Users, (ii) display and perform the Service and the Program, and (iii) download, use, copy and distribute the downloadable portions of the Program and permit Authorized Users to download, copy and use the same; all of the foregoing solely for Your own or an Authorized User’s internal, noncommercial use and solely for purposes of (y) real-time, synchronous, in-person professional instruction and (z) real-time, synchronous remote video instruction over a secure, locked, password-protected service. Any CFC updates or upgrades to the Service or Program, including any updates or upgrades that supplement or replace the original Service or Program shall also be governed by this Agreement unless separate license terms accompany such updates or upgrades, in which case such separate terms will govern in the event of a conflict between such separate terms and this Agreement or as otherwise provided in such separate terms. We reserve the right, but shall have no obligation, in our sole discretion, to modify, update, upgrade or otherwise make changes, modifications, alterations, additions to or deletions from the Service and the Program and to change, modify, alter, add to, or eliminate features, functionality or components from the Service or Program at any time without notice and without obligation or liability to You.

    2. 2.2. Rights to Your Data. You agree that, in order to provide the Service and the Program, CFC may process, transfer, use, store, transmit, display, and modify the data provided to CFC by You, including data that relates to You and your Authorized Users (“Your Data”). To the extent that CFC processes Personal Data (as defined in the Data Processing Addendum attached hereto as Exhibit A) contained within Your Data in connection with this Agreement, it will be subject to the Data Processing Addendum. As between You and CFC, You retain all right, title and interest in and to Your Data. You also acknowledge and agree that, where not prohibited by applicable law, CFC may deidentify and aggregate technical, usage, and other data about You and Your Authorized Users’ use of the Service and the Program (“Aggregated Data”). CFC may use the Aggregated Data to analyze, improve, support and operate the Service and the Program and otherwise for any business purpose, during and after the term of this Agreement. For clarity, Aggregated Data excludes any Personal Data (as defined in the Data Processing Addendum attached hereto as Exhibit A) and will not identify You or Authorized Users. Aggregated Data will not be considered Your Data.

  3. 3. License Restrictions. The rights granted in Section 2.1 of this Agreement constitute the entirety of Your rights with respect to the Service and the Program and CFC reserves all rights in and to the Service and the Program not expressly granted to you in this Agreement. The license granted to you in Section 2.1 is for internal purposes only and does not allow You or any Authorized User to do any of the following: (a) except as specifically provided in Section 2.1, permit or authorize any third party (other than an Authorized User) to access or use the Service; (b) use the Service or Program on any device You do not own or control; (c) reverse engineer, decompile, disassemble or attempt to discover any source code or trade secrets related to the Service or any proprietary materials of CFC; (d) modify, alter or create any derivative works of the Service or the Program; (e) remove, alter or obscure any copyright, trademark or other proprietary rights notice on or in the Service or the Program; (f) use or incorporate Your trademark(s) or other proprietary notice(s) or any third party trademark(s) or other proprietary notice(s) on, in or in connection with the Service or the Program or to suggest or imply any association between You or any third party and CFC or the Service or the Program; (g) work around any technical limitations in the Service; (h) combine, integrate into or with, or otherwise connect for any purpose the Service or the Program with Your goods or services or any third-party goods or services (other than the hosting of the Service on an authorized school district or school platform used to deliver the Service and the Program to Authorized Users) or (i) use the Service or the Program for purposes other than those for which it was designed or permitted under this Agreement, including, but not limited to, for purposes of downloading or distributing the Program or any other content made available via the Service (except as provided in Section 2.1). Unless stated in this Agreement or otherwise by CFC, nothing in this Agreement shall be construed as conferring any right or license to intellectual property rights, whether by estoppel, implication, statute or otherwise. If You or any Authorized User breach any of these restrictions, You may be subject to prosecution and damages. The license granted in Section 2.1 is revocable at any time.

  4. 4. Ownership of the Service and the Program. The Service and the Program are licensed, not sold, subject to the terms of this Agreement. The Service and the Program are valuable property of CFC and our licensors and are protected by copyright and other intellectual property laws and treaties. CFC, and our licensors, own all right, title, and interest in and to the Service and the Program, including all copyright and other intellectual property rights therein.

  5. 5. Payment Terms.

    1. 5.1 Subscriptions. We offer different subscription plans for access and use of the Service and the Program (each, a “Subscription”), on an annual or other periodic basis, all as specified on the Service site.

      WHEN YOU REGISTER FOR A SUBSCRIPTION, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT (A) CFC (OR OUR THIRD PARTY PAYMENT PROCESSOR) IS AUTHORIZED TO CHARGE YOU IN FULL OR ON A PERIODIC BASIS (AS SELECTED BY YOU VIA THE SERVICE) FOR YOUR SUBSCRIPTION (IN ADDITION TO ANY APPLICABLE TAXES AND OTHER CHARGES) IN ADVANCE; AND (B) YOUR SUBSCRIPTION WILL CONTINUE THROUGH THE APPLICABLE SUBSCRIPTION TERM UNLESS WE SUSPEND OR STOP PROVIDING ACCESS TO THE SERVICE IN ACCORDANCE WITH THIS AGREEMENT.

    2. 5.2 Cancellation Policy. YOU MAY CANCEL YOUR SUBSCRIPTION AT ANY TIME BY CALLING COMMITTEE FOR CHILDREN AT THE NUMBER INDICATED ON OUR CONTACT US PAGE. IF YOU CANCEL YOUR SUBSCRIPTION WITHIN NINETY (90) DAYS OF PURCHASE, YOU WILL RECEIVE A FULL REFUND. COMMITTEE FOR CHILDREN HAS NO OBLIGATION TO REFUND ANY AMOUNTS FOR SUBSCRIPTIONS CANCELLED MORE THAN NINETY (90) DAYS AFTER PURCHASE.

    3. 5.3 Free or Promotional Trials. From time to time, to the extent legally permitted, we may offer free or reduced rate promotional trials of certain Subscriptions for specified periods of time without payment or for a reduced promotional price. If we offer You a free or promotional trial, the specific terms of Your free trial will be provided in the marketing materials describing the particular trial, during the registration process on SecondStep.org, or when the code for the trial is entered on SecondStep.org.

      ONCE YOUR FREE OR REDUCED-RATE PROMOTIONAL TRIAL ENDS, YOUR ACCESS TO AND RIGHT TO USE FOR ALL PURPOSES THE SERVICE AND THE PROGRAM WILL AUTOMATICALLY END AS WELL, WITHOUT NOTICE FROM US. AT SUCH TIME (OR AT ANYTIME BEFORE THE END OF YOUR FREE OR REDUCED RATE PROMOTIONAL TRIAL), YOU HAVE THE OPTION TO PURCHASE A SUBSCRIPTION THROUGH THE PROCESS DESCRIBED IN THIS AGREEMENT. WE RESERVE THE RIGHT TO MODIFY OR TERMINATE FREE OR REDUCED-RATE PROMOTIONAL TRIALS AT ANY TIME, WITHOUT NOTICE, AND IN OUR SOLE DISCRETION.

    4. 5.4 Payment and Billing Information. By providing a payment method that we accept, You represent and warrant that You are authorized to use the designated payment method and that You permit us (or our third party payment processor) to charge Your payment method for the total amount of your Subscription or other purchase (including any applicable taxes and other charges). If the payment method cannot be verified, is invalid or is otherwise not acceptable, Your order may be suspended or cancelled. You must resolve any problem we encounter in order to proceed with Your order. In the event You want to change or update payment information associated with Your account, You can do so by calling, emailing or otherwise contacting us to adjust or edit Your payment information. You acknowledge that the amount billed may vary due to promotional offers, changes to Your Subscription or changes in applicable taxes or other charges, and You authorize us (or our third party payment processor) to charge Your payment method for the corresponding amount.

    5. 5.5 Pricing and Availability. All prices are shown in US dollars and applicable taxes and other charges, if any, are additional. We reserve the right to adjust prices as we may determine in our sole discretion, at any time and without notice; provided, however, that if we change the amounts or other charges associated with Your Subscription, we will provide advance notice of such changes. We will not, however, be required to notify You of changes in any applicable taxes. All of our Service, Program and Subscriptions are subject to availability, and we reserve the right to impose quantity limits on any order, to reject all or part of an order, or to discontinue offering certain Service, Program or Subscriptions without prior notice, even if You have already placed an order.

    6. 5.6 Taxes. You are responsible for any sales, duty or other governmental taxes or fees due with respect to Your purchase of a Subscription. We will collect applicable sales tax if we determine that we have a duty to collect sales tax. We will present any taxes that we are required to collect on Your invoice, but note that actual taxes charged may be adjusted from the amount shown on the invoice. Several factors may cause this, such as variances between processor programs and changes in tax rates.

  6. 6. Your Privacy Obligations. You represent and warrant that: (a) that You have sufficient rights in Your Data to grant the rights granted to CFC in Section 2.2; (b) all of Your Data provided in connection with the Service and the Program is and will remain accurate and complete, and You will maintain and update such data as needed; (b) all of Your Data has been collected in accordance with Applicable Law (as defined in the Data Processing Addendum) including the provision of any required notice and the collection of any required consents necessary for CFC’s provision of the Service and the Program; and (c) CFC’s use of Your Data in accordance with this Agreement and on Your instructions will not cause CFC to violate any Applicable Law.

  7. 7. Feedback. You and Authorized Users may provide CFC with comments, suggestions, observations, information, and other feedback regarding the performance, features, and functionality of the Service, including in response to any surveys or questions posed by CFC (collectively, “Feedback”). To the extent You or an Authorized User voluntarily provide Feedback, You understand and agree that the Service-related and Program-related data and information obtained or collected by CFC in connection with such access will be non-confidential and part of any Feedback You provide under this Agreement. CFC will own exclusive rights, including, without limitation, all intellectual property rights, in and to all Feedback and any resulting upgrades, updates, modifications, alterations, additions or changes to the Service or the Program based on the Feedback, and will be entitled to the unrestricted use and dissemination of Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to You or Authorized Users.

  8. 8. Disclaimers. CFC shall have no obligation to monitor, moderate, screen, scan, or review Your Data or any content You or an Authorized User uploads or posts to the Service. In addition, to the greatest extent permissible under applicable law, CFC makes no representation regarding, and will accept no liability for, any obligation as a mandatory reporter for Your Data or content uploaded or posted to the Service, or to otherwise notify you about content posted by an Authorized User to the Service.

  9. 9. Support Resources. CFC may provide certain support or maintenance resources for the Service and/or the Program during Your Subscription. If you have any questions regarding the Service or the Program, please contact CFC at 800-634-4449 or support@cfchildren.org.

  10. 10. No Warranty. IN ADDITION TO THE WARRANTY DISCLAIMERS IN OUR TERMS OF USE, YOU ACKNOWLEDGE AND AGREE THAT (A) THE SERVICE OR THE PROGRAM MAY CONTAIN BUGS, ERRORS, AND DEFECTS; (B) ACCESS AND USE OF THE SERVICE AND THE PROGRAM IS AT YOUR SOLE RISK; (C) THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU; AND (D) YOU SHALL HAVE NO CLAIM AGAINST CFC OR RIGHT TO ANY REFUND FOR ANY UPDATE, UPGRADE, MODIFICATION, ALTERATION, CHANGE, ADDITION TO OR DELETION FROM THE SERVICE OR THE PROGRAM OR WITH RESPECT TO ANY FEATURE, FUNCTIONALITY OR COMPONENT OF THE SERVICE OR THE PROGRAM. CFC SHALL HAVE NO LIABILITY OF ANY KIND FOR THE USE OF, OR INABILITY TO USE, THE SERVICE OR THE PROGRAM OR FOR ANY LOSS OF DATA. CFC DOES NOT REPRESENT OR WARRANT THAT THE SERVICE OR THE PROGRAM WILL BE DELIVERED FREE OF ANY INTERRUPTIONS, DELAYS, OMISSIONS OR ERRORS (COLLECTIVELY, “FAULTS”) OR IN A SECURE MANNER OR THAT ANY FAULTS WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION, STATEMENT, REPRESENTATION OR ADVICE GIVEN BY CFC OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE ANY WARRANTY.

    THE LAWS OF SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES. TO THE EXTENT THOSE LAWS APPLY, THE EXCLUSIONS ABOVE AND IN OUR TERMS OF USE MAY NOT APPLY TO YOU.

  11. 11. Limitation of Liability. IN ADDITION TO THE LIMITATIONS OF LIABILITY IN OUR TERMS OF USE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CFC OR ANY OF THE OTHER CFC PARTIES (AS DEFINED IN OUR TERMS OF USE) BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND ARISING OUT OF OR IN ANY WAY RELATED TO YOUR ACCESS OR USE OR THE ACCESS OR USE BY ANY AUTHORIZED USER OF THE SERVICE OR THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES CAUSED BY OR RESULTING FROM YOUR RELIANCE OR THE RELIANCE BY AUTHORIZED USERS ON ANY INFORMATION OBTAINED FROM CFC, OR FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETIONS OF FILES OR EMAILS, ERRORS, DEFECTS, BUGS, VIRUSES, TROJAN HORSES, DELAYS IN OPERATION OR TRANSMISSION, FAULTS, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO CFC’S RECORDS, PROGRAMS OR SYSTEMS), AND EVEN IF CFC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

    ALL LIMITATIONS OF LIABILITY UNDER SECTION 11 WILL APPLY EVEN IF THE REMEDIES OTHERWISE PROVIDED UNDER THIS AGREEMENT, AT LAW OR IN EQUITY, FAIL OF THEIR ESSENTIAL PURPOSE, AND REGARDLESS OF THE FORM OR CAUSE OF ACTION OR THE ALLEGED BASIS OF THE CLAIM.

    SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU.

  12. 12. Indemnification. In addition to your indemnification obligations set forth in our Terms of Use, to the fullest extent permitted by applicable law, You will indemnify, defend and hold harmless CFC Parties from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to (a) Your access to or use of the Services and Program; (b) Your violation of this Agreement; (c) Your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); (d) an Authorized Users’ access to or use of the Services and Program or violation of this Agreement; or (e) Your Data (including, without limitation, the violation of any Applicable Law). You agree to promptly notify the CFC Parties of any third-party Claims, cooperate with CFC Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys’ fees). You also agree that the CFC Parties will have control of the defense or settlement, at CFC’s sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and CFC or the other CFC Parties.

  13. 13. Term and Termination; Survival. The license granted under Section 2 shall be in effect from the date You first access the Service until the end of your Subscription. Either party may terminate this Agreement at any time, with or without cause, by providing written notice (email is sufficient) of termination to the other party. Upon such termination, the license granted under Section 2.1 will automatically terminate and You must promptly: (a) cease accessing and using the Service and any information related to the Service; and (b) destroy all information related to the Service in Your possession or control. The following sections of this Agreement will survive any termination or expiration of this Agreement: Sections 1, 2.2, 3–16 and Exhibit A, Data Processing Addendum.

  14. 14. Severability. If any term, clause, or provision of this Agreement is held invalid or unenforceable, then that term, clause, or provision will be severable from this Agreement and will not affect the validity or enforceability of any remaining part of that term, clause, or provision, or any other term, clause, or provision of this Agreement.

  15. 15. Miscellaneous. This Agreement (including the Data Processing Addendum), together with CFC’s Terms of Use and Privacy Policy (as applicable), constitute the entire agreement between CFC and You regarding Your Subscription and use of the Service and the Program. THIS AGREEMENT IS GOVERNED BY THE LAWS OF THE STATE OF WASHINGTON WITHOUT REFERENCE TO ITS CHOICE OF LAW PRINCIPLES. THE PARTIES HEREBY IRREVOCABLY CONSENT TO THE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN KING COUNTY, WASHINGTON.

  16. 16. Contact. If You have any questions or concerns regarding the Service or this Agreement, please contact CFC by email at support@cfchildren.org or by mail or phone at:

    Committee for Children
    2815 Second Ave., Suite 400
    Seattle, WA 98121
    800-634-4449



EXHIBIT A TO
SECOND STEP® SEL FOR ADULTS DIGITAL PROGRAM LICENSE AGREEMENT
DATA PROCESSING ADDENDUM