Terms and Conditions

Last Updated: October 11th, 2024

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THE SERVICES.

1. Definitions

In these Terms and Conditions ("Terms"), unless the context requires otherwise, the following terms shall have the meanings assigned to them:

• "Company," "we," "us," or "our" refers to District Zero.

• "Client," "you," or "your" refers to the entity entering into these Terms to use the Services, including but not limited to educational institutions, medical schools, and healthcare organizations.

• "Services" means the wellness-first learning platform provided by the Company, including any software, content, features, and functionality offered on or through the platform.

• "Confidential Information" means all non-public information disclosed by one party to the other, either directly or indirectly, in writing, orally, or by inspection of tangible objects, that is designated as "Confidential," "Proprietary," or similar.

2. Acceptance of Terms

By accessing or using the Services, you agree to be bound by these Terms, as well as our Privacy Policy and any additional terms applicable to specific Services. If you are entering into these Terms on behalf of a company, institution, or other legal entity, you represent that you have the authority to bind such entity to these Terms.

3. Eligibility and Compliance

The Services are intended for use by educational and medical institutions, including K-12 schools, medical schools, teaching hospitals, and healthcare organizations.

• Compliance with Laws and Regulations:

  • FERPA: For educational records of students, we comply with the Family Educational Rights and Privacy Act (FERPA).

  • SOPPA: For Illinois users, we adhere to the Student Online Personal Protection Act (SOPPA).

  • COPPA: For users under 13, we comply with the Children's Online Privacy Protection Act (COPPA).

  • HIPAA: For Protected Health Information (PHI), we comply with the Health Insurance Portability and Accountability Act (HIPAA) and its implementing regulations.

  • GDPR: For users in the European Union, we comply with the General Data Protection Regulation (GDPR).

• Representations and Warranties: You represent and warrant that:

  • You have the legal authority to enter into these Terms.

  • Your use of the Services will comply with all applicable laws and regulations, including those related to data privacy, patient confidentiality, and medical records.

4. Account Registration and Security

• Registration:

  • Information Required: You must provide accurate, current, and complete information during the registration process, including but not limited to your name, institutional affiliation, professional credentials, and contact information.

  • Professional Credentials: Medical professionals must provide valid credentials verifying their status as licensed practitioners or authorized medical educators.

• Account Security:

  • Responsibility: You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

  • Notification: You agree to immediately notify us of any unauthorized use of your account or any other breach of security.

• Updating Information:

  • Accuracy: You agree to promptly update any account information to keep it accurate, current, and complete.

  • Verification: We reserve the right to verify your information and suspend or terminate your account if any information provided is inaccurate or incomplete.

5. Services

• Provision of Services:

  • Scope: Subject to these Terms, the Company will provide the Services to the Client as specified in any separate Service Order or Agreement executed between the parties.

  • Customization: We may offer customized solutions to meet the specific needs of medical schools and healthcare organizations, subject to additional terms.

• Modifications:

  • Service Changes: The Company reserves the right to modify or discontinue the Services (or any part thereof) at any time, with or without notice, provided that such changes do not materially diminish the functionality of the Services provided to you.

6. Fees and Payment Terms

• Fees:

  • Structure: Fees for the Services will be specified in the applicable Service Order or Agreement and may include licensing fees, subscription fees, or usage-based fees.

  • Additional Services: Any additional services requested by you, such as custom integrations or additional security measures, may incur additional fees.

• Payment Terms:

  • Due Date: Unless otherwise agreed in writing, all fees are due within thirty (30) days from the date of invoice.

  • Method of Payment: Payments must be made via the methods specified in the invoice or Service Order, such as electronic funds transfer or check.

• Late Payments:

  • Interest Charges: Late payments may be subject to interest charges at the rate of 1.5% per month or the highest rate permitted by law, whichever is lower.

  • Suspension of Services: We reserve the right to suspend or terminate your access to the Services for unpaid fees after providing written notice and a reasonable opportunity to cure.

• Taxes:

  • Responsibility: All fees are exclusive of taxes, levies, or duties imposed by taxing authorities, and you are responsible for payment of all such taxes, excluding taxes based on our net income.

7. User Conduct

• Acceptable Use:

  • Professional Standards: You agree to use the Services in a manner consistent with applicable professional standards and codes of conduct in the medical and educational fields.

  • Patient Confidentiality: You shall not disclose any patient-identifiable information unless it is in compliance with HIPAA and other applicable laws.

• Prohibited Activities:

  • Unlawful Content: You shall not upload or transmit any content that violates any applicable laws or regulations, including those related to patient privacy and data protection.

  • Interference: You shall not interfere with or disrupt the integrity or performance of the Services or third-party data contained therein.

  • Unauthorized Access: You shall not attempt to gain unauthorized access to the Services or their related systems or networks.

  • Automated Access: You shall not use any automated means, including bots, scripts, or web crawlers, to access or use the Services without our express written permission.

• Compliance with Policies:

  • Policy Adherence: You agree to comply with all Company policies, including but not limited to the Privacy Policy, Acceptable Use Policy, and any guidelines specific to medical and educational users.

8. Intellectual Property Rights

• Company IP:

  • Ownership: All rights, title, and interest in and to the Services, including all intellectual property rights, are owned by the Company or its licensors.

  • No Implied Rights: Except as expressly provided in these Terms, no license or other rights in the Services are granted to you.

• License Grant:

  • Limited License: The Company grants you a non-exclusive, non-transferable, non-sublicensable, limited license to access and use the Services for your internal educational and professional purposes in accordance with these Terms.

• User Content:

  • Your Content: You retain all rights to any content, data, or materials you upload or input into the Services ("User Content").

  • License to Company: You grant the Company a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and display User Content solely as necessary to provide the Services.

• Feedback:

  • Voluntary Submission: Any feedback, suggestions, or recommendations provided by you regarding the Services are voluntarily given.

  • Use of Feedback: The Company may use such feedback without any obligation to you, and you hereby grant the Company a perpetual, irrevocable, royalty-free license to incorporate the feedback into the Services.

9. Confidentiality

• Obligations:

  • Protection: Each party agrees to protect the other party's Confidential Information with the same degree of care it uses to protect its own Confidential Information, but no less than reasonable care.

  • Use Limitation: Confidential Information shall be used solely for the purpose of fulfilling obligations under these Terms.

• Permitted Disclosures:

  • Legal Requirements: A party may disclose Confidential Information if required to do so by law or valid legal process, provided that the disclosing party gives prompt notice to the other party to seek a protective order or other appropriate remedy.

• Return or Destruction:

  • Upon Termination: Upon termination of these Terms, each party shall return or destroy all Confidential Information of the other party, except as required to comply with legal or regulatory obligations.

10. Data Protection and Privacy

• Compliance:

  • Applicable Laws: The Company agrees to comply with all applicable data protection laws, including HIPAA, FERPA, SOPPA, COPPA, GDPR, and any other relevant regulations.

  • Business Associate Agreement (BAA): For HIPAA-covered entities, we are willing to enter into a Business Associate Agreement to ensure compliance with HIPAA regulations.

• Data Use and Processing:

  • Purpose Limitation: The Company will process personal data only in accordance with these Terms and the Privacy Policy, and solely for the purposes of providing the Services.

  • Consent: You represent and warrant that you have obtained all necessary consents and authorizations required to provide personal data to the Company.

• Third-Party Processors:

  • Authorized Processors: The Company may engage third-party service providers to process data on its behalf, subject to appropriate confidentiality and data protection agreements.

    • OpenAI: For language processing and safety moderation.

    • HumeAI Research: For emotion expression predictions.

    • AWS Comprehend: For natural language understanding.

    • Resend Labs: For email communications.

  • Sub-processor Obligations: The Company shall ensure that any sub-processors comply with data protection obligations equivalent to those set out in these Terms.

• Data Security:

  • Technical Measures: The Company will implement appropriate technical and organizational measures to protect personal data against unauthorized or unlawful processing and against accidental loss, destruction, damage, alteration, or disclosure.

  • Encryption: All sensitive data will be encrypted in transit and at rest using industry-standard encryption protocols.

• Data Breach Notification:

  • Obligation to Notify: In the event of a data breach affecting your data, the Company will notify you without undue delay after becoming aware of the breach.

  • Cooperation: The Company will cooperate with you in any investigations and notifications required under applicable law.

• Data Ownership and Retention:

  • Ownership: You retain all rights, title, and interest in and to your data.

  • No AI Training: Your data will not be used to train AI models without your explicit consent.

  • Retention: Upon termination of Services, we will, at your request, return or securely destroy all personal data, unless retention is required by law.

11. Warranties and Disclaimers

• Mutual Warranties:

  • Authority: Each party represents and warrants that it has the legal power and authority to enter into these Terms.

  • Compliance: Each party warrants that it will comply with all applicable laws and regulations in its performance under these Terms.

• Company Warranties:

  • Service Performance: The Company warrants that the Services will perform substantially in accordance with the documentation under normal use and circumstances.

  • Security Measures: The Company warrants that it has implemented and will maintain appropriate security measures to protect your data.

• Disclaimer:

  • No Other Warranties: EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

  • Medical Advice: The Services are not intended to provide medical advice or replace professional medical judgment. Users should not rely solely on the Services for critical health decisions.

12. Limitation of Liability

• Exclusion of Certain Damages:

  • Indirect Damages: IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, OR DATA USE, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES.

• Limitation of Liability:

  • Aggregate Liability: THE COMPANY'S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THESE TERMS AND THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO THE COMPANY UNDER THE APPLICABLE SERVICE ORDER OR AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT.

• Exceptions:

  • Exclusions: The limitations of liability shall not apply to damages arising from gross negligence, willful misconduct, or breaches of confidentiality obligations.

13. Indemnification

• By Client:

  • Scope: Client agrees to indemnify, defend, and hold harmless the Company and its affiliates, officers, directors, employees, and agents from any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

    • Client's use of the Services in violation of these Terms.

    • Any User Content that infringes or misappropriates any intellectual property rights or violates any laws or regulations.

    • Any breach of Client's representations and warranties.

• By Company:

  • Scope: The Company agrees to indemnify, defend, and hold harmless the Client from any third-party claims that the Services infringe any United States patent, copyright, or trademark.

• Indemnification Procedures:

  • Notification: The indemnified party must promptly notify the indemnifying party in writing of any claim.

  • Control of Defense: The indemnifying party shall have sole control over the defense and settlement of the claim.

  • Cooperation: The indemnified party shall provide reasonable assistance at the indemnifying party's expense.

14. Term and Termination

• Term:

  • Duration: These Terms commence on the date of acceptance and continue for the term specified in the applicable Service Order or Agreement, unless earlier terminated as provided herein.

• Termination for Convenience:

  • Notice: Either party may terminate these Terms or any Service Order for convenience upon ninety (90) days' written notice to the other party.

• Termination for Cause:

  • Material Breach: Either party may terminate these Terms immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days after receiving written notice.

• Effect of Termination:

  • Cessation of Services: Upon termination, your right to access and use the Services will immediately cease.

  • Data Return: Upon request, and subject to payment of any outstanding fees, the Company will make available to you a file of your data in a mutually agreed-upon format within thirty (30) days of termination.

• Survival:

  • Provisions: Sections related to Definitions, Fees and Payment, Intellectual Property Rights, Confidentiality, Data Protection, Warranties and Disclaimers, Limitation of Liability, Indemnification, Governing Law and Dispute Resolution, and Miscellaneous shall survive termination.

15. Governing Law and Dispute Resolution

• Governing Law:

  • Jurisdiction: These Terms shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of law principles.

• Arbitration:

  • Agreement to Arbitrate: Any disputes arising out of or relating to these Terms or the breach thereof shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules.

• Venue:

  • Location: The arbitration shall be conducted in Chicago, Illinois.

  • Language: The proceedings shall be conducted in English.

• Class Action Waiver:

  • Individual Claims Only: You agree that any arbitration shall be conducted on an individual basis and not as a class, collective, or representative action.

• Injunctive Relief:

  • Equitable Remedies: Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent or enjoin infringement of intellectual property rights or breaches of confidentiality obligations.

16. Force Majeure

• Definition:

  • Events Covered: Neither party shall be liable for any failure or delay in performance under these Terms (other than payment obligations) due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, government actions, or failures of the internet or telecommunications services.

• Notice and Mitigation:

  • Obligation to Notify: The affected party shall notify the other party as soon as practicable of the occurrence of a force majeure event.

  • Efforts to Resume Performance: The affected party shall use reasonable efforts to mitigate the effects of the force majeure event and resume performance as soon as possible.

17. Changes to These Terms

• Updates:

  • Right to Modify: The Company reserves the right to modify these Terms at any time.

  • Effective Date: Changes will be effective upon posting on the Company's website or through the Services.

• Notice:

  • Significant Changes: For material changes, the Company will provide at least thirty (30) days' advance notice via email or through the Services.

• Acceptance of Changes:

  • Continued Use: Your continued use of the Services after any changes to these Terms constitutes your acceptance of the revised Terms.

  • Objection: If you do not agree to the changes, you may terminate the Services in accordance with Section 14.

18. Miscellaneous

• Entire Agreement:

  • Integration: These Terms, together with any Service Orders, Agreements, and the Privacy Policy, constitute the entire agreement between the parties and supersede all prior or contemporaneous agreements, understandings, or representations.

• Severability:

  • Invalid Provisions: If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

• Assignment:

  • Restrictions: Neither party may assign these Terms or any rights or obligations hereunder without the prior written consent of the other party, except in connection with a merger, acquisition, or sale of all or substantially all of its assets.

• No Waiver:

  • Failure to Enforce: The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of future enforcement of that right or provision.

• Relationship of the Parties:

  • Independent Contractors: The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

• Third-Party Beneficiaries:

  • No Beneficiaries: There are no third-party beneficiaries to these Terms.

19. Contact Information

If you have any questions or concerns regarding these Terms, please contact us at:

• Email: support@districtzero.co

• Address: Elmhurst, IL 60126

• Phone: +1-872-395-3526

By using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.

District Zero is committed to supporting medical schools and healthcare organizations by providing a secure, compliant, and effective wellness-first learning platform. We understand the unique needs and regulatory requirements of the medical education community and strive to exceed industry standards in data protection, privacy, and service delivery.