1. Introduction
Jack Kent Cooke Foundation (“we,” “our,” “Foundation”) uses the Slate information management system for the submission and processing of application forms and related information for its scholarship and grant programs. You, the undersigned, have been authorized as shown on the signature form below, to access and use the Application Database (defined below) for the sole benefit of the Foundation. You agree that your access to, and use of, the Application Database is subject to these Terms and Conditions for Application Database (“Terms and Conditions”).
2. Definitions
As used herein, the following terms have the meanings indicated below.
“Application Database” means the internet portal and data repository hosted by Slate, including all information contained therein, which the Foundation uses to receive, process, review, and manage applications for its scholarships and other grant programs.
“Confidential Information” means, collectively, any and all: (a) information in the Application Database; (b) information relating to applicants to the Foundation’s scholarships and programs obtained from any source in connection with the Services; and (c) confidential, trade secret, or proprietary information relating to the operations, processes, plans, and programs of the Foundation.
“Services” means the services provided to the Foundation or its applicants by the User either directly or on behalf of the Service Provider identified in the signature form below.
“Service Provider” means the organization, college or university, if applicable, identified in the signature form below that provides Services and/or is the employer or principal of the User.
“User” “you” or “your” means the undersigned who either individually or as the authorized employee or representative of the Service Provider is granted access to and use of the Application Database for the purpose of performing the Services.
3. Conditions of Access
a. Acceptance of Agreement. By indicating your acceptance of these Terms and Conditions and/or accessing the Application Database, you agree to comply with the terms set forth herein. If you do not agree then you may not access the Application Database. The Foundation reserves the right to suspend User privileges and block access of any User who violates these Terms and Conditions.
b. Responsibility for User ID. You will be granted a User ID for access to the Application Database. Each User ID may have a different level of access privilege. You agree that your User ID is only for your personal use either individually or as the authorized employee/representative of the Service Provider, and you will not permit anyone else to use your User ID. You are responsible for all access to the Application Database through your User ID. If you believe that some other person has gained access to your User ID, you must inform the Foundation immediately. You may not disclose or transfer your User ID to anyone else.
c. User Representations. You represent and warrant that any information you provide to the Foundation in order to obtain access to the Application Database is complete and accurate. It is your responsibility to inform the Foundation of any changes to your User information. If applicable, you represent and warrant that you are the authorized employee or representative of the Service Provider.
4. Permitted Uses
a. For Services Only. As a User, you are authorized to access only those data necessary to perform the Services and you are not permitted to access, or attempt to access any other data. If for any reason you obtain access to any data not related to your authorized relationship with the Foundation and the Services (or become aware of such access by another person), you shall immediately cease all access to such unrelated data and inform the Foundation as provided in Section 13 hereof.
b. Copying, Printing, Downloading, Transferring. You shall not copy, print, download or transfer any Confidential Information from the Application Database except as necessary for you to perform the Services. If it is necessary to transfer Confidential Information to a computer system, hosted storage service, or a desktop or portable device, you shall take reasonable and prudent measures to safeguard the Confidential Information including, but not limited to, the following: (a) the computer system, hosted service, or device shall be protected by reasonable security safeguards including, but not limited to, strong passwords and encryption of stored data; (b) such service or device must be controlled or approved by the Service Provider (if applicable); (c) you shall adhere to all information protection policies and procedures established by the Service Provider (if applicable); (d) you shall retain Confidential Information for the minimum time necessary to perform the related Services and shall securely delete or destroy the Confidential Information when no longer necessary to perform the Services .
c. Communications Tools, Uploading Materials. If your User ID is granted the right to use the e-mail, communications, comments, and/or uploading features of the Application Database, you agree that the content you transmit or upload is for the purpose of performing the Services and that such content is free from viruses, Trojan horses or any malicious or other code that could harm the Application Database or another User’s system or device. You are solely responsible for such content, which may not be disparaging or harassing, or could reasonably be construed as a personal attack on any person. The Foundation reserves the right to edit or delete any User content as it deems appropriate in its sole discretion.
5. Security of Application Database
The Application Database uses technical security measures to protect against unauthorized access, including firewall protection and encryption encoding. The hosting service may change or enhance the security protection without notice to you. You shall not attempt to disable or circumvent any security features on the Application Database.
6. Termination of Access
Your authorization to access the Application Database will automatically terminate upon completion of the Services, termination of your employment or change of responsibilities with the Service Provider (if applicable) and may be terminated at any time without notice at the discretion of the Foundation or Service Provider. You agree to notify the Foundation if your access to the Application Database is no longer authorized by providing email notice to the Foundation as provided in Section 13 hereof. You may also terminate your access at any time by providing such e-mail notice. All applicable provisions of these Terms and Conditions will survive termination of hereof for any reason.
7. Confidentiality, Use, and Ownership.
Except as expressly authorized by the Foundation or required to perform the Services, you will keep confidential and not disclose to anyone any data in the Application Database, any other information related to applicants, or any confidential or proprietary information relating to the operations and processes of the Foundation (collectively, “Confidential Information”), and you will use the Confidential Information for the sole purpose of performing the Services. All Confidential Information, data and documentation you obtain from the Application Database or the Foundation or which you create during the course of your work with the Foundation, and all rights, title and interest therein (including all patent rights and copyrights), will be, and remain, the property of the Foundation. Upon termination of your employment/agency with the Service Provider (if applicable) or other termination of your authorization to access the Application Database, you will return any and all Confidential Information, and all copies thereof, to the Service Provider or the Foundation.
8. Monitoring and Legal Consequences of Misuse or Misappropriation.
By accessing the Application Database, you acknowledge and consent to the right of the Foundation to monitor, access, use and disclose any information generated, logged, received or stored with respect to your access and usage of the Application Database, and waive any right of privacy or expectation of privacy in connection with your use of the Application Database unless such privacy or expectation of privacy is protected by local law. You acknowledge and agree that any unauthorized and/or improper disclosure, use, alteration, or misappropriation of the Application Database is not tolerated and the Foundation may take formal action against any person who engages in such conduct including severe civil and criminal penalties.
9. Waivers and Remedies
Any waiver by the Foundation of the provisions of these Terms and Conditions or of the Foundation's rights or remedies under these Terms and Conditions must be in writing to be effective. Any waiver in a particular instance shall not constitute a waiver of the same or different rights or breaches in any other instance. Failure, neglect or delay by the Foundation to enforce the provisions of these Terms and Conditions or the Foundation's rights or remedies at any time will not be construed and will not be deemed to be a waiver of the Foundation's rights under these Terms and Conditions and will not prejudice the Foundation's right to take subsequent action. No exercise or enforcement of any right or remedy under these Terms and Conditions will preclude the enforcement of any other right or remedy under these Terms and Conditions or that the Foundation is entitled by law to enforce.
10. Ownership
You acknowledge and agree that elements of the Application Database are protected by trademark, copyright, trade dress and other laws and you will not infringe such protected elements.
11. Applicable Law and Jurisdiction
The terms and conditions and the resolution of any dispute related to the access and use of this Application Database shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia without giving effect to any principle of conflicts of law. By accessing and using the Application Database, you agree to submit to the jurisdiction of the courts situated in the Commonwealth of Virginia with respect to any dispute, disagreement, or cause of action related to or involving these Terms and Conditions. If any provision of these Terms and Conditions is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms and Conditions, which shall remain in full force and effect.
12. Updates and Amendments
The Foundation reserves the right, in its sole discretion, to supplement, modify or discontinue any aspect of the Application Database, including, without limitation, restricting the times or means of access to the Application Database. The Foundation also reserves the right, in its sole discretion, to modify these Terms and Conditions in any manner and to adopt additional terms or conditions governing your access and use of the Application Database, at any time, without prior notice. The terms of any such amendment to these Terms and Conditions shall become effective immediately upon posting of such terms on the Application Database, and your use of the Application Database on or after such effective date shall constitute acceptance of such amended terms.
13. Notice
To provide notice to the Foundation for any reason under these Terms and Conditions, you should send an e-mail to the sender of the e-mail transmitting your initial logon information or to privacy@jkcf.org
14. Entire Agreement
These Terms and Conditions contain the entire understanding between the Foundation and you with respect to your access to and use of the Application Database and supersede any previous and contemporaneous communications, representations, understandings and agreements, whether oral or written, between the Foundation and you with respect thereto.