Restart Partners Terms of Service

Last Updated: June 19, 2020

Welcome, and thank you for your interest in Restart Partners (“Restart Partners,” “Restart,” “we,” or “us”) and our website at www.restart.us, along with our related websites, networks, applications, mobile applications, and consulting and other services provided by us (collectively, the “Service”). These Terms of Service are a legally binding contract between you and Restart Us regarding your use of the Service.

PLEASE READ THE FOLLOWING TERMS CAREFULLY.

BY CLICKING “I ACCEPT,” DOWNLOADING THE MODEL, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING Restart PARTNERS’ PRIVACY POLICY (TOGETHER, THESE “TERMS”). If you are not eligible, or do not agree to the Terms, then you do not have our permission to use the Service. YOUR USE OF THE SERVICE, AND Restart PARTNERS’ PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY Restart PARTNERS AND BY YOU TO BE BOUND BY THESE TERMS.

1.      Restart Partners Overview. Restart Partners has developed a model to forecast needs  in response to the COVID-19 crisis, including needs for personal protective equipment (the “Model”). Restart Partners may also provide consulting services to produce reports based on the model (“Reports”).

2.      Eligibility. By agreeing to these Terms, you represent and warrant to us that your registration and your use of the Service, if applicable, and your use of the Model and Reports is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.

3.      Accounts and Registration. To access some features of the Service, you may need to register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your name, email address, or other contact information. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you must immediately notify us at support@restart.us.

4.      Licenses.

4.1         Generally. Subject to your compliance with these Terms, Restart Partners grants you permission to access and use the Service.

4.2         Downloadable Model. Subject to your compliance with these Terms, the Restart Model is licensed to you under CC BY 4.0.

4.3         Reports. Subject to your compliance with these Terms, for Reports you receive from Restart, Restart grants you a non-exclusive, royalty-free, perpetual, transferable, worldwide license to use, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit the Reports.

4.4         Additional Terms. Your use of the Service and Model is subject to all additional terms, policies, rules, or guidelines applicable to the Service and Model or certain features of the Service that we may post on or link to the Service (the “Additional Terms”), e.g., the Creative Commons 4.0 license (CC BY 4.0). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.

5.      Ownership; Proprietary Rights. The Service and Model are owned and operated by Restart. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, Reports, and all other elements of the Service (“Materials”) provided by Restart are protected by intellectual property and other laws. All Materials are the property of Restart or its third party licensors. Except as expressly authorized by Restart, you may not make use of the Materials. Restart reserves all rights to the Materials not granted expressly in these Terms.

6.      Third Party Terms

6.1         Third Party Services and Linked Websites. Restart may provide tools through the Service that enable you to export information, including User Data, to third party services. By using one of these tools, you agree that Restart may transfer that information to the applicable third party service. Third party services are not under Restart’s control, and, to the fullest extent permitted by law, Restart is not responsible for any third party service’s use of your exported information. The Service may also contain links to third party websites. Linked websites are not under Restart’s control, and Restart is not responsible for their content.

6.2         Third Party Components. The Service may include, incorporate, or enable access to third party software components or data sources that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third Party Components”). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third Party Components under the applicable third party licenses or to limit your use of Third Party Components under those third party licenses.

7.      User Data. “User Data” means data generated, uploaded or transmitted by you using the Service, Model, or provided directly to Restart, to generate Reports. You hereby grant to Restart a worldwide, non-exclusive, fully paid-up license to use User Data in any manner reasonably necessary to perform or make available the Service, Model, and Reports. You represent and warrant that you own all right, title and interest in and to User Data or have a license granting you the rights necessary to permit you to provide the User Data, and grant the foregoing license in the User Data, to Restart.

8.      User Content.

8.1         User Content. “User Content” means messages, photos, video, images, and other types of works provided by you to Restart or posted on social media with a Restart promoted hashtag. You retain any copyright and other proprietary rights that you may hold in the User Content that you provide to Restart.

8.2         Limited License Grant to Restart. By providing User Content to Restart, you grant Restart a worldwide, non-exclusive, irrevocable, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify, and distribute your User Content, in whole or in part, in any media formats and through any media channels now known or hereafter developed. Restart may use User Content, subject to the foregoing license, it its discretion, and is under no obligation to use User Content.

8.3         User Content Representations and Warranties. Restart disclaims any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Content to Restart. By providing User Content to Restart, you affirm, represent, and warrant that:

a.        you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize Restart to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by Restart and these Terms;

b.        your User Content, and the use of your User Content as contemplated by these Terms, does not and will not: (i) infringe, violate, or misappropriate any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Restart to violate any law or regulation; and

c.        your User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.

8.4         User Content Disclaimer. We are under no obligation to edit or control User Content that you post or provide, and will not be in any way responsible or liable for User Content. Restart may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms or is otherwise objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Restart with respect to User Content. If notified by a user or content owner that User Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, Restart does not permit copyright-infringing activities.

9.      Communication. We may send you emails concerning our products and services, as well as those of third parties. You may opt out of promotion emails by following the unsubscribe instructions in the promotion email itself.

10.   Prohibited Conduct. BY USING THE SERVICE, MODEL OR MATERIALS YOU AGREE NOT TO:

a.        use the Service or Materials for any illegal purpose or in violation of any local, state, national, or international law;

b.        violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right;

c.         perform any fraudulent activity including impersonating any person or entity, or claiming a false affiliation;

d.        make any representation or warranty on behalf of Restart about any matter whatsoever;

e.        sell or otherwise transfer the access granted under these Terms or any Materials or any right or ability to view, access, or use any Materials; or

f.          attempt to do any of the acts described in this Section 10 or assist or permit any person in engaging in any of the acts described in this Section 10.

11.   Digital Millennium Copyright Act

11.1    DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. §512, as amended). If you have an intellectual property rights-related complaint about material posted on the Service, you may contact our Designated Agent at the following address:

Restart Partners

ATTN: Legal Department (Copyright Notification)
4111 E Madison
PMB 361Seattle, WA 98112

402-370-9029
Email: copyright@restart.us

Any notice alleging that materials hosted by or distributed through the Service infringe intellectual property rights must include the following information:

a.        an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;

b.        a description of the copyrighted work or other intellectual property that you claim has been infringed;

c.        a description of the material that you claim is infringing and where it is located on the Service;

d.        your address, telephone number, and email address;

e.        a statement by you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized by the copyright owner, its agent, or the law; and

f.         a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

11.2       Repeat Infringers. Restart will promptly terminate the accounts of users that are determined by Restart to be repeat infringers.

12.   Modification of these Terms. We reserve the right to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. If a change to these Terms materially modifies your rights or obligations, we may require that you accept the modified Terms in order to continue to use the Service. Material modifications are effective upon your acceptance of the modified Terms. Immaterial modifications are effective upon publication. Except as expressly permitted in this Section 11, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.

13.   Term, Termination and Modification of the Service

13.1      Term. These Terms are effective beginning when you accept the Terms, and ending when terminated as described in Section 13.2.

13.2      Termination. If you violate any provision of these Terms, your authorization to access the Service and these Terms automatically terminate. In addition, Restart may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice. You may terminate your account and these Terms at any time by contacting customer service at support@restart.us.

13.3      Effect of Termination. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; and (c) Sections 5, 13.3, and 14 through 17 will survive.

13.4      Modification of the Service and Model. Restart reserves the right to modify or discontinue the Service and the Model at any time (including by limiting or discontinuing certain features of the Service or the Model), temporarily or permanently, without notice to you. Restart will have no liability for any change to the Service or Model, or any suspension or termination of your access to or use of the Service.

14.   Indemnity. To the fullest extent permitted by law, you are responsible for your use of the Service, Model and Reports, and you will, unless expressly prohibited by applicable law, defend and indemnify Restart and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “Restart Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Service, Model or Reports; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

15.   Disclaimers; No Warranties

You understand that the Service and Model may use publicly available data and may not accurately forecast your needs. You agree to ASSUME ALL RISK of personal injury, sickness, loss, bodily injury (including death), or personal property damage arising from the use of the Service, Model, and Reports, including any failure to protect you or any other person from the COVID-19 coronavirus or other infectious disease.

ACCORDINGLY, THE SERVICE, MODEL, REPORTS, AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. Restart DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE, MODEL, REPORTS, AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. Restart DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, MODEL, OR REPORTS OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, ACCURATE, COMPLETE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND Restart DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE, MODEL, Restart ENTITIES OR ANY REPORTS, MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE Restart ENTITIES OR THE SERVICE OR MODEL THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE, MODEL OR REPORTS AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE, MODEL AND REPORTS AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER DATA.

THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Restart does not disclaim any warranty or other right that Restart is prohibited from disclaiming under applicable law.

16.   Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE RESTART ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE, MODEL, REPORTS, OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY Restart ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE Restart ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE, MODEL, REPORTS, OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO $100.

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 16 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

17.   Miscellaneous

17.1      General Terms. These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Restart regarding your use of the Service, Model and Reports. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to”. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

17.2      Governing Law. Except to the extent the jurisdiction you are located in requires the laws of that jurisdiction to govern, these Terms are governed by the laws of the State of Washington without regard to conflict of law principles, and you and Restart submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Seattle, Washington for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Service from our offices in Washington, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.

17.3      Privacy Policy. Please read the Restart Privacy Policy carefully for information relating to our collection, use, storage, disclosure of your personal information. The Restart Privacy Policy is incorporated by this reference into, and made a part of, these Terms.

17.4      Consent to Electronic Communications. By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

17.5      Contact Information. The Service is offered by Restart Partners, located at 4111 E. Madison St, PMB 361, Seattle, WA 98112. You may contact us by sending correspondence to that address or by emailing us at support@restart.us.

17.6      No Support. We are under no obligation to provide support for the Service or Model. Third parties may provide support for the Service or Model, but such support is not under Restart’s control, and Restart is not responsible for such third parties’ actions or inactions, even if Restart facilitates your access to third party support.

17.7      International Use. The Service is intended for visitors located within the United States. We make no representation that the Service is appropriate or available for use outside of the United States. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.