Welcome to www.family-match.org (Family-Match). The Family-Match website (the "Site") is comprised of various web pages operated by Adoption-Share. Family-Match is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (the "Terms"). Your use of Family-Match constitutes your agreement to all such Terms. Please read these terms carefully and keep a copy of them for your reference.
Family-Match is a non-profit technology program of Adoption-Share, Inc. that’s harnessing the power of predictive analytics
to accelerate a caseworkers’ enormous job of identifying compatible resource families for children in foster care.
Family-Match can be utilized by child welfare workers in two ways: to streamline recruitment and to identify + match hopeful
adoptive parents with waiting children on markers of compatibility. Family-Match is most powerful when child welfare workers
utilize the application for both recruitment and child matching.
Visiting www.family-match.org or sending emails to Family-Match constitutes
You consent to receive electronic communications and you agree that all agreements, notices, disclosures, and other
communications that we provide to you electronically, via email and on the Site, satisfy any legal requirement that such
communications be in writing.
If you use this site, you are responsible for maintaining the confidentiality of your account and password and for restricting
access to your computer, and you agree to accept responsibility for all activities that occur under your account or password.
You may not assign or otherwise transfer your account to any other person or entity. You acknowledge that Family-Match is not
responsible for third party access to your account that results from theft or misappropriation of your account. Family-Match and
its associates reserve the right to refuse or cancel service, terminate accounts, or remove or edit content in our sole discretion.
Participation in Family-Match and Informed Consent
To improve the predictive models utilized on Family-Match, Adoption-Share, Inc. tracks matched child and family pairings
from the moment a match is made on Family-Match to placement- and from placement to finalized adoption and beyond.
Your registration on Family-Match allows Adoption-Share to measure the success of specific attributes related to the
relational fit between families and children and its impact on long term stability of foster + adoptive placements.
Your participation will require approximately fifteen to twenty minutes and is completed online at your computer.
There are no known risks or discomforts associated with this your participation in our longitudinal analysis.
Taking part in this study is completely voluntary. You can withdraw at any time without adversely affecting your relationship
with anyone at Adoption-Share. Your responses to any assessment completed on Family-Match, as well as all profile information
provided, will be kept strictly confidential, and digital data will be stored in secure computer files. Any report of this
research will not include your name or any other individual information by which you could be identified.
If you do not want to talk to the investigator or study staff, if you have concerns or complaints about the research, or to ask questions about your rights as a study subject you may contact IntegReview. IntegReview’s policy indicates that all concerns/complaints are to be submitted in writing for review at a convened IRB meeting to:
3001 S. Lamar Blvd., Suite 210.
Austin, Texas 78704
Email Address: email@example.com
IntegReview has approved the information in this consent form and has given approval for the investigator to do the study. This does not mean IntegReview has approved you participating in the study. You must consider the information in this consent form for yourself and decide if you want to be in this study.
Clicking the acknowledgement box on the registration page of www.family-match.org
or recruit.family-match.org - indicates your
acknowledgement of the informed consent and your desire to participate in Family-Match and the study.
Links to third party sites/Third party services
www.family-match.org may contain links to other websites ("Linked Sites"). The Linked Sites are not under the control of
Family-Match and Family-Match is not responsible for the contents of any Linked Site, including without limitation any
link contained in a Linked Site, or any changes or updates to a Linked Site. Family-Match is providing these links to you only
as a convenience, and the inclusion of any link does not imply endorsement by Family-Match of the site or any association with
Certain services made available via www.family-match.org are delivered by
third party sites and organizations. By using any product, service or functionality originating from
the www.family-match.org domain, you hereby acknowledge and consent that Family-Match
may share such information and data with any third party with whom Family-Match has a contractual relationship to provide
the requested product, service, or functionality on behalf of www.family-match.org users and customers.
No unlawful or prohibited use/Intellectual Property
You are granted a non-exclusive, non-transferable, revocable license to access and use
not use the Site for any purpose that is unlawful or prohibited by these Terms. You may not use the Site in any manner which
could damage, disable, overburden, or impair the Site or interfere with any other party's use and enjoyment of the Site.
You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or
provided for through the Site.
All content included as part of the Service, such as text, graphics, logos, images, as well as the compilation thereof,
and any software used on the Site, is the property of Family-Match or its suppliers and protected by copyright and other laws
that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary
notices, legends or other restrictions contained in any such content and will not make any changes thereto.
You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works,
or in any way exploit any of the content, in whole or in part, found on the Site. Family-Match content is not for resale.
Your use of the Site does not entitle you to make any unauthorized use of any protected content, and in particular you will
not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for
your personal use and will make no other use of the content without the express written permission of Family-Match and the
copyright owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any
licenses, express or implied, to the intellectual property of Family-Match or our licensors except as expressly authorized
by these Terms.
All items on this Site except for Submissions are copyrighted by Family-Match, its agents, employees, officers, subsidiaries,
members, or affiliates. These copyrights include, but are not limited to, text, pictures, media, and graphics, including
Family-Match badges; the design and layout of the Site; the selection, arrangement, and presentation of all materials;
data compilations; and software. You are prohibited from copying, reproducing, distributing, republishing, modifying, uploading,
posting, or transmitting any of these copyrighted materials without prior written permission of Family-Match.
You also may not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark,
or any other proprietary notice appearing on any of Family-Match copyrighted materials. Except as otherwise expressly
provided for in these Terms of Service, your access and/or use of the Site does not transfer or convey to you any right
or license in any of Family-Match’s intellectual property, whether by implication, estoppel, or any other legal or equitable theory.
Digital Millennium Copyright Act Notice
In accordance with the Digital Millennium Copyright Act ("DMCA"), if you believe that your copyrighted work is being
infringed on the Site, please notify Family-Match at firstname.lastname@example.org.
The Digital Millennium Copyright Act requires that all infringement claims must be in writing and must include the
A description of the copyrighted work claimed to have been infringed;
A description of the infringing material and information reasonably sufficient to permit Family-Match to locate the
material, including the location of the infringing material on the Site;
Your contact information, including your name, mailing address, telephone number, and email address;
A statement that you have a good faith belief that the use of the material in the manner complained of is not
authorized by the copyright owner, its agent, or the law;
A statement that you swear, under penalty of perjury, that the information in the notification is accurate and that
you are authorized to act on behalf of the copyright owner; and
A physical or electronic signature of the copyright owner or the person authorized to act on its behalf.
DIGITAL MILLENNIUM COPYRIGHT ACT COUNTER NOTIFICATION: If your material has been removed from the Site pursuant to the
Digital Millennium Copyright Act and you believe that it should be reinstated, you must file a counter notification
with us at email@example.com. Your counter notification must be in writing
and must include the following information:
Identification of the material that has been removed from the Site or to which access has been disabled, and the
location at which the material appeared before it was removed or access to it was disabled;
A statement that you swear, under penalty of perjury, that you have a good faith belief that the material was removed or
disabled as a result of mistake or misidentification of the material to be removed or disabled;
Your contact information, including your name, mailing address, and telephone number; 4) A statement you consent to
the jurisdiction of the Federal District Court for the judicial district in which your mailing address is located
(or the Federal District Court for Brunswick, Georgia if your mailing address is outside of the United States),
and that you will accept service of process from the person who provided notification under subsection 7 U.S.C. §
512(c)(1)(C) or an agent of such person; and 5) Your physical or electronic signature. Please note that pursuant to
17 U.S.C. § 512, you will need to designate a copyright agent to handle and receive the DMCA notices and counter
notifications. This agent can be yourself, someone within your company, or an attorney. The agent’s name and contact
information must be registered with the United States Copyright Office. The designation form can be downloaded
online at http://www.copyright.gov/onlinesp/and http://www.copyright.gov/onlinesp/agent.pdf. The designation form also
requires a $105.00 fee, payable to the Register of Copyrights. Once you have designated an agent, you must promptly
remove any infringing material on your website if your designated agent is issued a proper DMCA notice by a copyright
owner or a person authorized to act on the owner’s behalf. A proper DMCA notice includes #1 through #6 above from the
"Notice" section. After complying with a proper DMCA notice, you must then notify the third-party poster that the posted
material has been removed. The third-party poster then has the option to provide your designated agent with a counter
notification, which must include everything listed in #1 through #5 above from the "Counter Notification" section.
If a proper counter notification is received by your designated agent, you must send a copy of that counter notification
to the person that provided the original DMCA notice and also inform that person that you will replace the removed material
or cease disabling access to it in 10 business days if you choose to reinstate the material.
Use of communication services
The Site may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages,
calendars, and/or other message or communication facilities designed to enable you to communicate with the public at large
or with a group (collectively, "Communication Services"), you agree to use the Communication Services only to post, send and
receive messages and material that are proper and related to the particular Communication Service.
By way of example, and not as a limitation, you agree that when using a Communication Service, you will not: defame,
abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or
unlawful topic, name, material or information; upload files that contain software or other material protected by intellectual
property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all
necessary consents; upload files that contain viruses, corrupted files, or any other similar software or programs that may
damage the operation of another's computer; advertise or offer to sell or buy any goods or services for any business purpose,
unless such Communication Service specifically allows such messages; conduct or forward surveys, contests, pyramid schemes or
chain letters; download any file posted by another user of a Communication Service that you know, or reasonably should know,
cannot be legally distributed in such manner; falsify or delete any author attributions, legal or other proper notices or
proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded,
restrict or inhibit any other user from using and enjoying the Communication Services; violate any code of conduct or other
guidelines which may be applicable for any particular Communication Service; harvest or otherwise collect information about others,
including e-mail addresses, without their consent; violate any applicable laws or regulations.
Family-Match has no obligation to monitor the Communication Services. However, Family-Match reserves the right to review
materials posted to a Communication Service and to remove any materials in its sole discretion. Family-Match reserves the
right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.
Family-Match reserves the right at all times to disclose any information as necessary to satisfy any applicable law,
regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials,
in whole or in part, in Family-Match's sole discretion.
Always use caution when giving out any personally identifying information about yourself or your children in any
Communication Service. Family-Match does not control or endorse the content, messages or information found in any
Communication Service and, therefore, Family-Match specifically disclaims any liability with regard to the Communication
Services and any actions resulting from your participation in any Communication Service. Managers and hosts are not
authorized Family-Match spokespersons, and their views do not necessarily reflect those of Family-Match.
Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or
dissemination. You are responsible for adhering to such limitations if you upload the materials.
Family-Match does not claim ownership of the materials you provide to www.family-match.org
(including feedback and suggestions) or post, upload, input or submit to any Family-Match Site or our
associated services (collectively "Submissions"). However, by posting, uploading, inputting, providing or
submitting your Submission you are granting Family-Match, our affiliated companies and necessary sublicensees
permission to use your Submission in connection with the operation of their Internet businesses including, without limitation,
the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your
Submission; and to publish your name in connection with your Submission.
No compensation will be paid with respect to the use of your Submission, as provided herein. Family-Match is under no
obligation to post or use any Submission you may provide and may remove any Submission at any time in Family-Match's sole discretion.
By posting, uploading, inputting, providing or submitting your Submission you warrant and represent that you own or
otherwise control all of the rights to your Submission as described in this section including, without limitation, all the
rights necessary for you to provide, post, upload, input or submit the Submissions.
The Service is controlled, operated and administered by Family-Match from our offices within the USA.
If you access the Service from a location outside the USA, you are responsible for compliance with all local laws.
You agree that you will not use the Family-Match Content accessed through
www.family-match.org in any country or in any
manner prohibited by any applicable laws, restrictions, or regulations.
You agree to indemnify, defend and hold harmless Family-Match, its officers, directors, employees, agents and third parties,
for any losses, costs, liabilities and expenses (including reasonable attorney's fees) relating to or arising out of your use of or
inability to use the Site or services, any user postings made by you, your violation of any terms of this Agreement or
your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations.
Family-Match reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject
to indemnification by you, in which event you will fully cooperate with Family-Match in asserting any available defenses.
In the event the parties are not able to resolve any dispute between them arising out of or concerning these Terms and Conditions,
or any provisions hereof, whether in contract, tort, or otherwise at law or in equity for damages or any other relief,
then such dispute shall be resolved only by final and binding arbitration pursuant to the Federal Arbitration Act,
conducted by a single neutral arbitrator and administered by the American Arbitration Association, or a similar arbitration
service selected by the parties, in a location mutually agreed upon by the parties. The arbitrators award shall be final,
and judgment may be entered upon it in any court having jurisdiction. In the event that any legal or equitable action, proceeding
or arbitration arises out of or concerns these Terms and Conditions, the prevailing party shall be entitled to recover its
costs and reasonable attorney's fees. The parties agree to arbitrate all disputes and claims in regards to these Terms and
Conditions or any disputes arising as a result of these Terms and Conditions, whether directly or indirectly, including Tort
claims that are a result of these Terms and Conditions. The parties agree that the Federal Arbitration Act governs the
interpretation and enforcement of this provision. The entire dispute, including the scope and enforceability of this arbitration
provision shall be determined by the Arbitrator. This arbitration provision shall survive the termination of these Terms
Class Action Waiver
Any arbitration under these Terms and Conditions will take place on an individual basis; class arbitrations and
class/representative/collective actions are not permitted. THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE
OTHER ONLY IN EACH'S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE AND/
OR REPRESENTATIVE PROCEEDING, SUCH AS IN THE FORM OF A PRIVATE ATTORNEY GENERAL ACTION AGAINST THE OTHER. Further, unless
both you and Employer agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise
preside over any form of a representative or class proceeding.
THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITE MAY INCLUDE INACCURACIES OR
TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. FAMILY-MATCH AND/OR ITS SUPPLIERS MAY MAKE
IMPROVEMENTS AND/OR CHANGES IN THE SITE AT ANY TIME.
FAMILY-MATCH AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. FAMILY-MATCH AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
Family-Match reserves the right, in its sole discretion, to terminate your access to the Site and the related services or any
portion thereof at any time, without notice. To the maximum extent permitted by law, this agreement is governed by the laws of
the State of Georgia and you hereby consent to the exclusive jurisdiction and venue of courts in Glynn County, Georgia in all
disputes arising out of or relating to the use of the Site. Use of the Site is unauthorized in any jurisdiction that does not give
effect to all provisions of these Terms, including, without limitation, this section.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and Family-Match as a result
of this agreement or use of the Site. Family-Match's performance of this agreement is subject to existing laws and legal process,
and nothing contained in this agreement is in derogation of Family-Match's right to comply with governmental, court and law
enforcement requests or requirements relating to your use of the Site or information provided to or gathered by Family-Match with
respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including,
but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable
provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original
provision and the remainder of the agreement shall continue in effect.
Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and Family-Match with
respect to the Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral
or written, between the user and Family-Match with respect to the Site. A printed version of this agreement and of any notice
given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement
to the same extent and subject to the same conditions as other business documents and records originally generated and maintained
in printed form. It is the express wish to the parties that this agreement and all related documents be written in English.
Changes to Terms
Family-Match reserves the right, in its sole discretion, to change the Terms under which www.family-match.org is offered.
The most current version of the Terms will supersede all previous versions.
Family-Match encourages you to periodically review the Terms to stay informed of our updates.
Family-Match welcomes your questions or comments regarding the Terms:
This Family-Match Software License Agreement ("License," "Agreement," or "License Agreement") is made on the date and time of electronic acknowledgement between Adoption-Share, Inc. ("Adoption-Share" and/or "Licensor"), a 501(c)3 tax exempt organization incorporated in the state of Georgia and having an address of P.O. Box 1532, Brunswick, GA 31521, and the organization whose authorized representative electronically acknowledges this Agreement ("Licensee", "You" and/or "Your"). Adoption-Share and LICENSEE, together, are referred to as "Parties" and each, separately, as a "Party." Recitals
Adoption-Share is a 501(c)3 tax exempt organization that exists to leverage technology to reform private and public adoption; WHEREAS, LICENSEE is a licensed agency or organization that provides adoption and/or foster matching services, recruitment services, or family licensing services in Georgia; WHEREAS, Adoption-Share has developed proprietary Family-Match software ("Family-Match Software"), which utilizes data to help child service workers make placement decisions for children in foster care and/or assists with the efficient recruitment and onboarding process for prospective adoptive and foster families with the goal of providing compatibility matching for children in foster care that will lead to more stable placements more efficiently; WHEREAS, Adoption-Share continues to refine the Family-Match Software, including pursuant to this Agreement’s voluntary Family-Match Software Agreement, and LICENSEE understands their participation will help to further Adoption-Share’s efforts to improve the Family-Match Software with the goal to improve child placement decisions; and WHEREAS, LICENSEE wishes to utilize the Family-Match Software in order to increase and assist with child placement decisions and/or improve its recruitment and licensing processes and Adoption-Share is willing to grant a license to LICENSEE upon the terms and conditions set forth herein for the use of the Family-Match Software.
NOW, THEREFORE, in consideration of the foregoing and in express reliance on the mutual covenants contained in this Agreement, Adoption-Share and LICENSEE, intending to be bound hereby, agree as follows:
"Authorized User" means the individual public and private placement agencies that use the Family-Match Software pursuant to the applicable End User Software License Agreements between each individual agency and Adoption-Share.
"Confidential Information" means any information contained at any time in the Family-Match Software, including without limitation information previously entered into the Family-Match Software and information entered into the Family-Match Software, which is confidential and proprietary to Adoption-Share.
"Family-Match Software" shall mean Adoption-Share’s proprietary software, database and algorithm, including without limitation all releases and upgrades thereto provided by Adoption-Share to LICENSEE, as well as any object code for the purposes of matching children in foster care with resource families identified through the Family-Match Software. iv. "Reasonable Efforts" means LICENSEE will, to the best of their ability and within their power, ensure caseworkers are consistently using the Family-Match Software to support adoption matching decisions for cases in which a resource family is needed for a child(ren).
"Use" or "Using" shall mean to access, receive, install, download and/or benefit from using the functionality of the Family-Match Software.
"U.S. Intellectual Property Rights" means all inventions, patents, works of authorship, copyrights, trademarks, know how, trade secrets, and other valuable intellectual property rights registered or protected by the law of the United States.
"You" or "Your" shall mean LICENSEE.
License Subject to the terms and conditions of this Agreement and in consideration of LICENSEE’s obligation to pay monetary fees as outlined in Fees & Payment (section 3), such fees which may be adjusted from time to time at the discretion of Adoption-Share, Adoption-Share grants to LICENSEE, and LICENSEE accepts from Adoption-Share, non-exclusive and non-transferable license to the Family-Match Software during the term of this Agreement to Use the Family-Match Software. LICENSEE acknowledges and agrees that the licenses granted hereunder extend solely to such software in object form only, and that nothing in this Agreement shall be construed as granting any license whatsoever to the underlying source code that is used to generate the Family-Match Software.
Fees & Payment
LICENSEE will pay all fees specified in their *Invoice if applicable. Except as otherwise specified herein or in an Invoice, fees are based on subscriptions purchased and not actual usage,
fees are based on subscriptions purchased and not actual usage,
payment obligations are non-cancelable and fees paid are non-refundable, and
quantities purchased cannot be decreased during the relevant subscription term. LICENSEE will pay fees via PayPal or check mailed to Adoption-Share’s headquarter address of P.O. Box 1532, Brunswick, GA 31521. Unless otherwise stated on the Invoice, invoiced fees are due net 30 days from invoice date. If any invoiced amount is not received by Adoption-Share by the due date, the LICENSEE’s accounts associated with the subscription will be deactivated until such amounts are paid in full.
No payment required if agency user has not been presented with an invoice. Our work is funded in part by the generosity of our donors which in many instances provides use of this application at no cost.
Intellectual Property Ownership and Copyright Protection
The Family-Match Software is the intellectual property of and all rights therein are owned exclusively by Adoption-Share. The structure, organization and code of the Family-Match Software are the valuable trade secrets and confidential and proprietary information of Adoption-Share to which Adoption-Share retains title. Except as expressly stated herein, this Agreement does not grant LICENSEE any intellectual property rights in the Family-Match Software and all rights not expressly granted are reserved by Adoption-Share. The Family-Match Software is licensed to you, not sold, and you have no ownership of any kind in or to the Family-Match Software. In making this agreement, LICENSEE has reviewed and gives approval for Adoption-Share to maintain anonymous data input into the Family-Match Software by LICENSEE for the purposes of research and product evaluation in perpetuity beyond the completion, termination or cancellation of this Agreement. No information maintained by Adoption-Share shall include child-specific data.
LICENSEE agrees that it shall not, nor shall it permit others to, without Adoption-Share’s prior written consent: (a) modify any Proprietary Information; (b) reverse engineer, decompile, decrypt, or disassemble the Proprietary Information or attempt to do so; (c) transfer, rent, lease, lend or sublicense any Proprietary Information to anyone for any purpose; or (d) reveal or disclose any Proprietary Information for any purpose to any other person, firm, corporation or other entity, other than LICENSEE’s employees with a need to know such Proprietary Information to perform employment responsibilities consistent with LICENSEE’s rights under this Agreement. LICENSEE shall not provide access to the Family-Match Software to any competitor of Adoption-Share without prior written consent of Adoption-Share. LICENSEE shall safeguard and protect the Proprietary Information from theft, piracy or unauthorized access in a manner at least consistent with the protections LICENSEE uses to protect its own most confidential information. LICENSEE shall inform its employees of their obligations under this Agreement and shall take such steps as may be reasonable in the circumstances, or as may be reasonably requested by Adoption-Share, to prevent any unauthorized disclosure, copying or use of the Proprietary Information. In addition, LICENSEE agrees that it shall not share or sell the Proprietary Information to any third parties. In the event of any unauthorized disclosure, LICENSEE shall notify Adoption-Share immediately upon discovery of any prohibited use or disclosure of the Proprietary Information, or any other breach of these confidentiality obligations by LICENSEE, and shall fully cooperate with Adoption-Share to help Adoption-Share regain possession of the Proprietary Information and prevent the further prohibited use or disclosure of the Proprietary Information. LICENSEE acknowledges that any breach of the requirements contained within this section may cause Adoption-Share irreparable injury for which it may not have an adequate remedy at law.
Adoption-Share reserves all rights not expressly granted to LICENSEE. Without limiting the generality of the foregoing, LICENSEE shall not, nor shall LICENSEE permit any other person or legal entity, to: (i) reproduce, disassemble, decompile, unbundle, reverse engineer, or translate any part of the Family-Match Software, or otherwise reduce the Family-Match Software to a human perceivable form, or otherwise attempt to reconstruct or discover the source code of the Family-Match Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation; or (ii) modify or create derivative works based on the Family-Match Software; or (iii) distribute, disseminate, retransmit, publish, pledge, encumber, or otherwise transfer this Family-Match Software or any interest therein or any component thereof; or (iv) assign, transfer, convey, sublicense, rent, lease, loan, or use the Family-Match Software for any other use; or (v) allow a third party to copy, access, or use the Family-Match Software; or (vi) disclose the results of any child profile assessments, family assessments, periodical surveys, and/or outcome measurements of the Family-Match Software to a third party without the prior written approval of Adoption-Share; or (vii) take any actions that would cause the Family-Match Software to become subject to any open source or quasi-open source license agreement, including being subject to any right of free-redistribution; or (viii) use or otherwise refer to the Family-Match Software and/or "Family-Match" name in any marketing materials, press releases, or in any other publicly published work including but not limited to a website or commercial without the prior written consent of Adoption-Share. Moreover, LICENSEE may only Use the Family-Match Software pursuant to the terms of this Agreement and in order to increase the stability and efficiency of child placements by Licensee.
Family-Match Software Training
With respect to the LICENSEE’S use and operation of the Family-Match Software, Adoption-Share agrees to provide an introductory virtual training not to exceed ninety (90) minutes in length and access to monthly virtual agency user trainings.
LICENSEE’s Acknowledgement of Best Practices
In connection with this Agreement, Adoption-Share grants LICENSEE use of and access to the Family-Match Software, and in return, LICENSEE acknowledges the practices outlined below contribute to the best results:
Use of System: Reasonable Efforts to encourage placement workers to utilize the Family-Match Software pursuant to the applicable End User Software License Agreements:
to utilize the Family-Match Software consistently for cases in which a resource family is needed for a child the public and/or private agency caseworker is trying to place; and
to complete outcome assessments provided to the agencies by Adoption-Share at 1, 3, 6, and 12 months post placement for children placed with resource families through the Family-Match Software.
Marketing to Eligible Families
Agree to notify families of the opportunity of being identified and matched through the Family-Match Software by sending an e-mail and/or letter inviting families to participate in the Family-Match Software; and
Share information on the Family-Match Software on social media accounts.
Communication a. Designate a point of contact within the agency to whom Adoption-Share shall provide dashboard reports.
Limitation on Adoption-Share’s Obligations
Adoption-Share shall have no responsibility, obligation, or liability of any kind or nature to LICENSEE, or to any of the private and public agencies, or to any third persons or legal entities, for, or arising out of, any aspects of any of the following:
The input, form, content, completeness and/or accuracy of any information entered into the Family-Match Software;
Users have the responsibility to restrict access to and ensure the security and privacy of the applicable computer hardware, user names and passwords, and/or information in the Family-Match Software;
Except as required by applicable law, privacy pertaining to any information stored on the Family-Match Software, including compliance with state and federal privacy laws and including HIPAA and HIPAA Security Rule, if applicable; and iv. The placement of any child by any agency using the Family-Match Software.
Opportunity to Publish
LICENSEE agrees to acquire consent from Adoption-Share if the deliverables in whole or in part are to be used in any form of publication (including but not limited to sales materials) in which association of LICENSEE is included. Adoption-Share reserves the right to ensure that the content of said future publications regarding deliverables completed in this agreement by LICENSEE avoids bias, are fair, balanced, and sufficiently comprehensive and are otherwise appropriate for a public release regarding work performed for this agreement.
THE LICENSED PRODUCT IS DELIVERED TO LICENSEE ON AN "AS IS" BASIS, WITHOUT ANY WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LICENSEE AGREES THAT THE FOREGOING EXCLUSIONS AND DISCLAIMERS OF WARRANTIES ARE AN ESSENTIAL PART OF THIS AGREEMENT. 12. Limitation of Liability ADOPTION-SHARE SHALL HAVE NO LIABILITY FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ADOPTION-SHARE SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR INACCURACY OF DATA CAUSED BY THE FAMILY-MATCH SOFTWARE. IN ANY EVENT, THE LIABILITY OF ADOPTION-SHARE TO LICENSEE FOR ANY REASON AND UPON ANY CAUSE OF ACTION (INCLUDING ANY DUTY TO INDEMNIFY) SHALL BE LIMITED TO $1,000.00. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING WITHOUT LIMITATION TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS. BOTH PARTIES UNDERSTAND AND AGREE THAT THE REMEDIES AND LIMITATIONS SET FORTH IN THIS SECTION ALLOCATE THE RISKS OF PRODUCT NONCONFORMITY BETWEEN THE PARTIES AS AUTHORIZED BY THE UNIFORM COMMERCIAL CODE AND OTHER APPLICABLE LAWS. THE PARTIES’ AGREEMENT REFLECTS AND IS IN RELIANCE UPON THIS ALLOCATION OF RISK AND THE EXCLUSION OF CONSEQUENTIAL DAMAGES SET FORTH IN THIS AGREEMENT.
No Joint Venture or Assignment
Adoption-Share and LICENSEE are independent organizations and are not authorized to act on behalf of each other, and neither party shall represent to any third party that it is the agent or representative of the other. Adoption-Share and LICENSEE are working together for the purposes of implementing the Family-Match Software, an application designed, created and owned by Adoption-Share. By entering into this Agreement, neither Adoption-Share nor LICENSEE is acquiring, purchasing or otherwise obtaining any portion of ownership in the other company and no legal partnership between the companies is formed other than expressly set forth herein.
Term and Termination
Term. This Agreement shall become effective as of the Effective Date of this Agreement, with the term of the License Agreement to begin on the date of electronic acknowledgment, and shall continue for the duration as specified in the Invoice, unless terminated earlier in accordance with the terms of this Agreement. The term of this Agreement shall automatically renew for a period equal to the prior Agreement period, unless the LICENSEE notifies the other Party thirty (30) days prior to the end of the then-current period that it elects not to renew the Agreement.
Termination. Either party may terminate this Agreement and the License granted in this Agreement by providing thirty (30) days prior written notice to the other; provided, however, that Adoption-Share may terminate this Agreement and the licenses granted hereunder, without prejudice to any other remedy Adoption-Share may have, immediately without further obligation to LICENSEE in the event of any breach by LICENSEE of any material provision of this Agreement, which breach is not or cannot be remedied within twenty-four (24) hours of Adoption-Share’s notice to LICENSEE.
Interpretation. The headings used in this Agreement are for convenience only and are not intended to be used as an aid to interpretation.
Legal Authority. Each of the Parties represents and warrants that it is authorized to enter into this Agreement; that the execution and delivery of this Agreement and the consummation of this transaction will not conflict with or result in any violation or default under any provision of its articles of incorporation, charter, by-laws or partnership agreement or of any statute, law or regulation applicable to it; and that no further consent, approval, order, authorization or filing with any governmental authority is required in connection with the execution and delivery of this Agreement or the consummation of the transactions described in this Agreement. Each of the Parties represents that it has agreed to the terms of this Agreement. Each signatory of this Agreement represents and warrants that he or she has the general and specific authority to enter into and execute this Agreement.
Severability. In the event any of the provisions of this Agreement are deemed to be invalid and unenforceable, those provisions will be severed from the remainder of this Agreement only if and to the extent agreed upon by the Parties in writing.
Assignment. This Agreement will be binding upon and inure to the benefit of the Parties to this Agreement, their respective successors and permitted assigns; LICENSEE may not assign its rights or obligations under this Agreement without the prior written consent of Adoption-Share.
Waiver. Failure by either Party to exercise any right or remedy under this Agreement does not signify acceptance of the event giving rise to such right or remedy.
Governing Laws and Forum. The validity, interpretation, performance, and enforcement of this Agreement shall be governed and construed in accordance with the laws of the State of Georgia without regard to conflicts of laws principles. Any claim or dispute arising out of this Agreement must be resolved through arbitration in Georgia, except to the extent otherwise agreed upon by the Parties. Each Party agrees to submit to the personal jurisdiction of arbitration within Georgia for the purpose of litigating all such claims or disputes.
Entire Agreement. This Agreement contains the entire agreement between the Parties concerning the grant of the License to LICENSEE to Use the Family-Match Software and supersedes and merges all prior proposals, understandings and all other agreements, oral and written, between the Parties relating to this Agreement.
Survival. Sections 4, 5, 6 and 12 shall survive the termination of this Agreement for any reason, for a term of five (5) years. ix. Notices. All notices and other communications required or permitted under this Agreement must be in writing and will be deemed given (i) when delivered personally; (ii) three (3) days after being sent by United States registered or certified mail, return receipt requested; or (iii) when delivered, if sent by overnight courier providing receipt of delivery. Notices must be sent to a Party at its address shown below and to the attention of the person designated below, or to such other place or recipient as the Party may subsequently designate for its receipt of notices.