Last Updated: October 20, 2021
Grace Hill®, LLC (“Grace Hill”) provides state-of-the-art online education, training and compliance tools through its products, including Vision®, Validate, Visto®, PolicyPartner®, ReputationBuilder, and the other services that Grace Hill provides that reference these Terms of Services (the “Grace Hill Services”). The Grace Hill Services further include Grace Hill’s website, www.gracehill.com (the “Website”). Further, Grace Hill’s subsidiary, Kingsley Associates®, Inc., (“Kingsley”) provides comprehensive survey services, benchmarking, reporting, reputation management and action planning services, through the Kingsley Portal (www.kingsleyportal.com), Kingsley Surveys (CORE, KEEP, Tenant Experience, Employee Engagement Assessment, Tenant and Resident Experience), the Kingsley Index® and the other services that Kingsley provides that reference these Terms of Services (the “Kingsley Services”). Grace Hill and Kingsley are each referred to herein as “we”, “our” or “us”. These Terms of Services apply to the Grace Hill Services and the Kingsley Services. With regard to your use of the Grace Hill Services, references to we, our or us, refer to the obligations of Grace Hill and not Kingsley. With regard to your use of the Kingsley Services, references to we, our or us, refer to the obligations of Kingsley and not Grace Hill. The Grace Hill Services and Kingsley Services are each referred to as the “Services”.
The Services are not designed for, or intended to be used by, persons under the age of sixteen (16) years. To be authorized to access and use the Services you represent and warrant that you: (i) are at least 16 years old, (ii) are not currently restricted by us or any law enforcement agency from accessing or using the Services or not otherwise restricted from having an Account, (iii) are not our competitor and are not using or accessing the Services for the purposes of competing with us, (iv) have the full power and authority to enter into this Agreement and, by doing so, will not violate any other agreement to which you are a party, and (e) will not violate any of our rights or those of a third party, including the intellectual property rights of such third party.
IF YOU ARE NOT AT LEAST 16 YEARS OLD, YOU ARE NOT AUTHORIZED TO ACCESS THE SERVICES AND SHOULD LEAVE THE SITE IMMEDIATELY.
Registration and Security
User Content, License and Warranties
User Content. As a Subscriber, you may post, submit, provide, transmit, publish, display, or share content with us. Such content may be in the form of any media (e.g., text, documents, images, audio content, video content, etc.) and may include communications with us or other Subscribers, course content, responses to quiz questions, responses to surveys, comments regarding courses, course reviews, blog postings, etc. (“Subscriber Content”). When you visit our Website, you are not accessing your Account and are viewed by us as a Visitor. As a Visitor to the Website, you may post, submit, provide, transmit, publish display or share content with us, such as through interactions with our chatterbot (“Visitor Content”). The Subscriber Content and Visitor Content are collectively referred to as “User Content”. We do not and will not review User Content for accuracy, except for responses to quizzes or other training-related questions. Accurate User Content enables us to provide the Services to you. In order to utilize the Services, you should provide, or direct us to retrieve, true, accurate, current, and complete User Content. Further, in order for the Services to function effectively, you must also ensure that any information you provide to us, or direct us to retrieve, is updated regularly. If you do not do this, the accuracy and effectiveness of the Services provided to you may be negatively affected.
License Grant to User Content. You grant to us a non-exclusive, worldwide, fully paid-up and royalty-free license to use, copy, display, prepare derivative works from, improve, modify, distribute, publish, remove, retain, and/or process your User Content in any way now known or in the future discovered, for the purpose of providing the Services (including providing your User Content, including classes you have taken, your scores, survey responses, to the Client associated with you, etc.), to produce de-identified content or aggregated data that can be shared with third parties, but not to provide User Content that identifies you to third parties (other than the Client associated with you), other than our service providers, without your prior written consent. While we will employ reasonable measures to protect your User Content, you acknowledge and agree that any User Content that you provide to us is at your own risk of loss.
Assignment of Comments. In the event that the User Content includes feedback, suggestions, ideas or other submissions in regards to the Services (the “Comments”), you agree that such comments are our exclusive property. You hereby assign all right, title and interest in and to the Comments, including all patent, copyright, trademark and all other intellectual property rights associated with the Comments and waive any claim based on moral rights, unfair competition, breach of contract, breach of confidentiality, and any other legal theory with regard to the Comments.
User Content Warranty. By providing User Content to us, you represent and warrant that (i) you are the author, owner, or are otherwise authorized to contribute the User Content, (ii) the User Content is true and accurate, (iii) providing the User Content does not breach your confidentiality obligations, and (iv) providing the User Content does not violate any rights, or infringe or misappropriate the intellectual property rights, of any third party. You are responsible for your own activities while using the Services, including the consequences of your conduct. You shall not, and by using or accessing the Services, you agree not to do any of the following:
- Post any User Content that is subject to copyright protection, unless you are the copyright owner or have the owner’s permission to post such content.
- Post any User Content that reveals trade secrets, proprietary or confidential information, unless you are the owner or have the owner’s permission to post such content.
- Post any User Content that infringes any intellectual property rights of others or the privacy or publicity rights of others.
- Post any User Content that is obscene, defamatory, threatening, harassing, abusive, hateful, or embarrassing to another Subscriber, Visitor, or any other person or entity.
- Post any User Content that includes or uses terms or phrases that are false or misleading, profane, intended to disguise profanity or vulgarity, or are patently offensive or obscene.
- Post any User Content that contains viruses, Trojan horses, worms, or other computer programming routines or engines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information.
Limited License to Company Content
For the purposes set forth in the Agreement, we grant you a limited personal, non-exclusive, non-assignable, non-transferable, and revocable license to access, use and display certain Company Content (defined below) which you are authorized to access. You must retain intact all copyright, trademark, proprietary and other notices when accessing, using, or displaying the Company Content. Unauthorized use, copying, printing, duplication, distribution, transmission, creation of derivative works, reuse, reproduction, publishing, licensing, sublicensing, transferring, selling, renting or translating, in whole or in part, of any of the Services, our software, our or our licensors’ course content, user interface content including without limitation text, graphics, sounds, videos, images, logos, button icons, and software that has been modified, merged into and/or included in the Services, and/or any compilation thereof in any format now existing or future developed (collectively, the “Company Content”) in any manner without our express prior written permission is prohibited. You acknowledge that you may not sublicense, transfer, sell, rent or assign this license. Any attempt to sublicense, transfer, sell, rent or assign this license shall be null and void. The Company Content available to you may change at any time without notice to you.
Company Content Disclaimer
All Company Content is provided “AS-IS.” You access and use the Services at your own risk. The Company Content may include inaccuracies, errors or information that is incorrect or out of date. We make no representation about, or warranty as to the accuracy, reliability, completeness or timeliness of the Company Content, any use of or access to the Services, or any hosted applications, programs, or other things we provide or make available to you. We are not responsible for and do not monitor any information contained in a message, communication, or transmission by or between you and any other Visitor, Subscriber or third party.
The Services, including the Company Content, and all related features and functionality (information, software, text, displays, images, video, audio, and the design and arrangement thereof) are owned by us, or our licensors and may be protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. The Company Content includes service marks, such as the Grace Hill name and/or logo, the Kingsley name and/or logo as well as other logos and service marks, or any taglines, titles, trade dress, and registered and unregistered service marks or trademarks (collectively, hereinafter referred to as “trademarks”). These trademarks are protected under United States trademark and/or other laws, and are our property or the property of our licensors. Any unauthorized use of the Company Content may violate applicable laws, some of which provide criminal remedies. You may not sell or modify the Company Content or reproduce, display, distribute, or otherwise use the Company Content in any way for any public or commercial purpose, including but not restricted to the adaptation of our software, HTML code, or any other code that we create. You shall not display, disparage, dilute, or taint our trademarks or use any confusingly similar marks or names, or use our trademarks in such a way that would misrepresent or cause confusion as to the identity of the actual owner of such trademarks.
No Illegal Use. You shall not use the Services to create, transmit, distribute, store or destroy any Company Content or User Content (a) in violation of this Agreement (b) in violation of any applicable law or regulation, (c) in a manner that infringes and/or misappropriates copyright, trademark, trade secret or other intellectual property rights of others or violate the privacy, publicity or other personal rights of others, or (d) that is defamatory, obscene, threatening, abusive or hateful.
Information Security. You are prohibited from violating or attempting to violate the security of the Services, or any equipment, software, or devices on which the Services are hosted, displayed, provisioned or otherwise depend including without limitation, (a) gaining or attempting to gain access to any account, data, Service, Company Content, User Content, or information which you are not authorized to access, (b) attempting to penetrate a system, network, or application by probing, “phishing,” scanning or testing the vulnerability of the system or network or to breach security or authentication measures without proper authorization, (c) engaging or attempting to engage in a denial of service attack or any other type of electronic attack for the purposes of causing the Services to become impaired or inoperable, or interfering with the availability of Services through techniques including without limitation, malicious software (e.g., a virus, worm, Trojan horse, etc.), “packet flooding,” “spoofing” or “spamming,” or (d) forging any packet content or any part of any Company Content, User Content or violating any system or network security. Violations of the foregoing may result in civil or criminal liability. Any occurrences that may involve such violations are subject to investigation by us, our agents, and/or law enforcement authorities in prosecuting any Visitor or Subscriber involved in such violations.
Specific Prohibited Uses. We specifically prohibit, and you agree not to use the Services, access the Company Content or submit User Content for any of the following:
- To take any action that imposes an unreasonable or disproportionately large load on the Services or the equipment or network on which the Services are hosted.
- To compete with us or to assist third parties with the creation of products or services that compete with the Services.
- To use any device, software or routine that interferes with the proper function of the Services or to otherwise take any action to interfere with the proper function of the Services.
- To attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of Services.
- To crawl the Services, scrape any Company Content, or frame any Services, Company Content, or information relating thereto without our prior express written permission.
- To attack the Services via a denial-of-service attack or a distributed denial-of-service attack.
- To collect information about other Visitors or Subscribers for the purpose of sending, or to facilitate or encourage the sending of, unsolicited bulk or other communications, or for any other purpose not explicitly authorized by us.
- To falsify, conceal, or modify information identifying yourself or another Subscriber, including Internet Protocol header information.
- To stalk, threaten, or harass any Visitor, Subscriber, or other person, whether in a cyber-environment or in the real world.
- To commit any criminal or otherwise unlawful acts.
Right to Monitor and Enforce
We have the right to monitor your use of the Services for any reason, including to confirm that you are not violating this Agreement. We may take any action that we deem necessary or appropriate in our sole discretion, including if we believe this agreement has been breached. Such action may include removal of your User Content, terminating or suspending your access to the Services, disclosing your identity to third parties who claim your User Content violated their rights, or taking appropriate legal action, including referral to law enforcement for illegal or unauthorized use of the Services.
Release of Liability
Release from Dealings between Subscribers and/or Visitors. Because authentication on the internet is difficult, we cannot and do not confirm that each Visitor or Subscriber is who she, he, or it claims to be or that her, his or its User Content or other posted information is truthful, complete, non-defamatory, or accurate. You acknowledge and agree that your access to and use of the Services, and any action you take concerning your User Content or other information is your voluntary action for which you are exclusively responsible. There is always a certain risk when transmitting such information over the internet or some other public or proprietary network that your information will be accessed by a third party, and you assume this risk by submitting User Content to us. It is your responsibility to take precautions that you deem suitable to assure the identity of any Visitor, Subscriber, or person with whom you communicate or interact via the Services, and to assure that any information provided by such Visitor, Subscriber or person is safe for you to view, use or otherwise interact with. We do not and cannot be involved in or control the dealings or meetings between Visitors or Subscribers that access the Services. Accordingly, in the event that you have a dispute with another Visitor or Subscriber, you agree to the fullest extent permitted by applicable law to forever release us and our agents, employees, officers, directors, members and managers from all claims, demands and damages (actual and consequential, direct and indirect) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If you are a California resident, you waive, to the fullest extent permitted by applicable law, California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” We are under no legal obligation to, and generally do not control the information provided by other Subscribers which is made available through the Services. By its very nature, information posted or communicated by other Subscribers may be offensive, harmful, inaccurate, defamatory or incorrect, and in some cases may be mislabeled or deceptively labeled. You agree to use caution and common sense when using or accessing the Services.
Not Responsible For Offensive Posts. At times, we may act as a passive conduit for the online receipt, distribution and publication of User Content or other information exchanged between you and another Visitor or Subscriber. We have no obligation to screen or monitor content exchanged between you and any Visitor or Subscriber. If we are notified or otherwise becomes aware of any communication, information or User Content that is posted by a Subscriber, which allegedly does not conform to the Agreement or is abusive, illegal, or disruptive, we may investigate the allegation and determine, in good faith and in our sole discretion, whether to remove or request the removal of the communications, information, or User Content (“Offensive Post”), suspend such Subscriber’s use of or access to the Services. We reserve the right to expel and/or deny access to Visitors or Subscribers to prevent their further access to the Services for violating the Agreement or any applicable laws. We further reserve the right to remove, erase or over-write Offensive Posts or any information or content in connection therewith. We may take any action at any time with respect to User Content that we deem necessary or appropriate if, in our sole discretion, we believe may create liability for us, harm any other Visitor or Subscriber or that may interrupt the Services.
Limitation of Liability and Disclaimer of Warranties
YOU AGREE THAT YOUR USE OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK. THE SERVICES ARE PROVIDED “AS-IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY ASSOCIATED WITH THE INFORMATION, THE SERVICES, UNINTERRUPTED OR ERROR FREE USE OF THE SERVICES OR THE COMPANY CONTENT, INCLUDING WITHOUT LIMITATION OUR SOFTWARE OR SERVICES LICENSED TO YOU AND THE RESULTS OBTAINED THROUGH THE SERVICES (UNLESS SUCH WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION).
WE DISCLAIM ANY AND ALL WARRANTIES WITH RESPECT TO THE SERVICES, INCLUDING WITHOUT LIMITATION ANY AND ALL: (A) WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY OR CONTENT OF THE SERVICES; (B) WARRANTIES OF TITLE; (C) WARRANTIES OF NONINFRINGEMENT; (D) WARRANTIES OF MERCHANTABILITY; AND (E) WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE. THIS DISCLAIMER APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY, INOPERABILITY, COMPUTER VIRUS, MALICIOUS SOFTWARE, CYBER-ATTACK, COMMUNICATION LINE FAILURE, THEFT, DESTRUCTION, UNAUTHORIZED ACCESS, ALTERATION, OR USE OF THE SERVICES, REGARDLESS OF WHETHER SUCH DAMAGES OR INJURY ARISE FROM BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER LEGAL THEORY.
YOU SPECIFICALLY ACKNOWLEDGE THAT WE ARE NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER VISITORS OR SUBSCRIBERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
IN NO EVENT SHALL WE, OUR AGENTS, OR AFFILIATED PERSONS OR ENTITIES BE LIABLE FOR ANY DIRECT (IN EXCESS OF THE LIMITATION OF LIABILITY HEREINAFTER PROVIDED), INDIRECT OR INCIDENTAL DAMAGES, LOST PROFITS OR DATA, OR SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF YOUR USE OF THE SERVICES (INCLUDING YOUR INABILITY TO USE SERVICES) WHETHER BASED ON BREACH OF WARRANTY, CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU, IN WHOLE OR IN PART. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT, IF ANY, THAT YOU PAID TO US OVER THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OF LIABILITY, OR FIFTY DOLLARS, WHICHEVER IS GREATER.
Links to Other Websites
We may from time to time provide links to third party websites via which third party services or third party content can be accessed or downloaded. Because we have no control over such third party websites, services or content, you acknowledge and agree that we are not responsible for the availability, content, services, acts or omissions of such external websites or resources or their owners, do not endorse and are not responsible or liable for any content, advertising, products, services, or other materials on or available from such websites or resources. You further acknowledge and agree that we are not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any such third party content, advertising, products, services or other materials available on or through any such website.
Suspension, Termination and Survival
You may terminate your Account and/or access thereto at any time by providing written notification to us. Termination shall not affect your obligations to us in accordance with this Agreement. We reserve the right in our sole discretion to terminate this Agreement or suspend your access to or use the Services, or any portion thereof, at any time without notice for any reason, including when you violate this Agreement. In the event of any such termination or suspension, we will not be responsible for any lost opportunities or other damages or loss that you may incur as a result of such suspension or termination. If you breach this Agreement, we reserve the right, at our sole discretion, to pursue all of its legal remedies, including but not limited to deletion of your User Content and immediate termination of your Account and/or access. The provisions of this Agreement, which by their nature extend beyond the termination of this Agreement, will survive termination of this Agreement or termination of your use or access to all or any portion of the Services.
You agree, to the fullest extent permitted by applicable law, to forever hold harmless, defend and indemnify us and our agents, employees, representatives, directors, officers, successors, and assigns other affiliates (“Indemnified Parties”) from and against any and all loss, cost, claims, liabilities, damages, disputes and expenses, including without limitation reasonable attorney’s fees and court costs, arising out of:
(i) Your violation of any of the terms of this Agreement, or any information, software, files, messages or other User Content posted and/or transmitted to us by you;
(ii) Your posting any User Content that is defamatory, slanderous, libelous, false, dishonest, unfounded, untruthful, inaccurate with respect to another Visitor, Subscriber, or any third party;
(iii) Your use of and access to the Services or the Company Content;
(iv) Your violation of any third party right, including without limitation any copyright, intellectual property, or privacy right;
(v) Any claim that your User Content damages a third party, infringes the intellectual property rights of a third party, violates the rights of a third party; or
The Indemnified Parties reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. In that event, you shall have no further obligation to provide defense to the Indemnified Parties in that matter. Alternatively, the Indemnified Parties may hire separate counsel to participate in the defense of any matter subject to indemnification by you, at their own expense. This section shall survive the termination or cancellation of the Agreement or any termination or suspension of your use of or access to all or any aspect of the Services.
Your obligation not to transfer in violation of any law – and Transfer to the United States
If you are located outside of the United States, you are hereby notified that your User Content will be transferred to servers in the United States. Whenever you submit any User Content, you consent to this transfer and all related transfers, and you promise and agree not to make any transfer (including without limitation, transfers to us) except as permitted by applicable law. We make no representation that the User Content or Company Content is appropriate or available for use in locations outside the United States except when we provide the Services subject to an agreement with a client outside of the United States. Access to or use of the Services from jurisdictions where the Services are illegal is prohibited. If you are an international Visitor or Subscriber, you (a) are responsible for compliance with all local laws, (b) represent and warrant that you are authorized to release to us the information contemplated in the Agreement, and (c) you forever release us and the Indemnified Parties from claims, demands and damages (actual and consequential, direct and indirect) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with any violation of your use of the Services, and whether or not you may have made us aware of any such matters.
Severability / Waiver. If any provision of this Agreement shall be determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be automatically reformed and construed so as to be valid, legal, operative, and enforceable to the maximum extent permitted by applicable law while preserving its original intent. The invalidity of any part of this Agreement shall not render invalid the remainder of this Agreement. Additionally, no waiver of any provision of this Agreement or any rights or obligations of either you or us hereunder shall be effective, except pursuant to a written instrument signed by you and us waiving compliance, and any such waiver shall be effective only in the specific instance and for the specific purpose stated in such writing. Even if we act in a way that you believe to be inconsistent with this Agreement, those actions will not be deemed a waiver or constructive amendment of this Agreement. Similarly, our failure to object to your breach of your obligations under this Agreement does not constitute a waiver of any of our rights.
Compliance with Laws. Each Visitor and Subscriber shall promptly comply, at his or her own cost and expense, in every material respect with all laws, ordinance, rules, regulations, and requirements of all federal, state, and local governmental authorities that are applicable to the Services.
No Third Party Beneficiaries. This Agreement shall inure to the benefit of and shall be binding upon you and us and our respective permitted successors and assigns. Except as expressly provided herein, there are no third party beneficiaries to this Agreement.
Relationship of the Parties. We are acting as independent contractors with respect to the Services. Nothing in this this Agreement shall be deemed to create any type of agency, joint venture, or partnership relationship between you or us. Neither you nor us shall have any right or authority to bind or obligate the other in any manner to any third party.
Assignment. We reserve the right to assign the Agreement to a successor entity in the event of its dissolution, acquisition, sale of substantially all of its assets, merger or other change in legal status.
Section Headings. All Section, subsection, and paragraph headings are provided herein as a convenience only and do not affect the meaning or interpretation of this Agreement.
Governing Law. You agree to the fullest extent permitted by applicable law that any dispute between you and us will be governed by the laws of the State of South Carolina, United States, without regard to conflict of laws principles, and that any legal action brought by one party against the other will be brought exclusively in the appropriate court within the State of South Carolina. If you are located outside of the United States of America, you agree that to the extent permitted by the applicable governing law, by entering into this Agreement, you voluntarily subject yourself to the jurisdiction of the State or federal courts of Greenville County, South Carolina, and you agree that you may be sued in those courts and subject to the judgments and orders of those courts unless we have otherwise agreed in the client agreement under which the Services are provided to you.
Contacting Us. We hope that you enjoy the Services! If you have any questions or comments about this Agreement, please contact us via email at firstname.lastname@example.org.