Please read these Terms carefully. Your access to and use of the Service and the information, materials, products, and services we make available is subject to all applicable laws and regulations and to these Terms, including any future modifications. By accessing, browsing, or interacting on the Sites and with our Service, you acknowledge that you have read and understand these Terms, and that you agree to be bound by the terms and conditions. If you do not agree to be bound by these Terms and to abide by all applicable laws, you must discontinue use of the Service immediately.
First, a couple of definitions:
We use the term “Service” to mean (1) the Site and all information, materials, tools, or applications made available on the Site or by Character Lab, including Character Lab Research Network (“Research Network”) and other tools for the assessment of character that link to these Terms; (2) servers operated by or on behalf of Character Lab; and/or (3) any other technology and/or services that Character Lab provides on or through the Site.
When we say “you,” we mean you as an individual, as a user or representative of an entity that is a user of the Service, or if these Terms are agreed to by an entity that is a school or school district that is using the Service, to any user who accesses the Service through that school or school district’s account (including but not limited to students, teachers, and administrators).
As long as you comply with these Terms, Character Lab grants you a personal, non-exclusive, non-transferable, revocable, limited privilege to access and use the Service.
To the extent that these Terms are agreed to by an entity that is a school, school district, business, or other entity that is using the Service, these Terms apply to and are binding on the school, school district, business or other entity with respect to the use of the Service by any user who accesses the Service through that school’s, school district’s, business’s, or other entity’s account (including but not limited to students, teachers, and administrators).
Otherwise, you must be at least 18 years old, an emancipated minor, or possess legal parental or guardian consent, and be fully able and competent to enter into and abide by these Terms to access the Service. If you are under 13 years of age, you may only access the Service with the express permission of your legal parent or guardian.
If you are accessing the Service on behalf of a school, school district, business, or other entity, you represent to Character Lab that you have the authority to bind that entity to these Terms. If you do not have such authority, you may not use the Service.
Use of Sites Content
Character Lab owns or licenses the intellectual property rights in the Content. The “Content” includes HTML, text, images, graphics, music, audio, video, software, and other content that is made available on or through the Service. Character Lab also owns the intellectual property rights in the HTML, text, images, graphics, music, audio, video, software, and other downloadable content (“Downloadable Content”).
Except as described in the following three paragraphs, you may not copy, reproduce, republish, upload, post, publicly display, transmit, or distribute any part of the Service, Content, or Downloadable Content in any way to any other computer, server, website, or other medium for publication or distribution or for any commercial enterprise, without our prior written approval.
Content: Character Lab authorizes you to display on your computer, download, and print pages from the Sites only if: (a) the Character Lab copyright notice appears on all such printouts in the same location and manner as displayed on the Sites; (b) the pages and associated Content are not and will not be altered or modified; (c) the Content is only used for personal, educational, and non-commercial use; (d) you do not make any additional representations or warranties regarding such Content; and (e) you do not redistribute any of the Content or copy the Content on any networked computer or broadcast it in any media. Character Lab reserves all rights not expressly granted in and to the Service and Content.
Downloadable Content: Character Lab hereby grants you a non-exclusive, royalty-free, non-transferable, and non-sublicensable license to modify and create adaptations or derivative works of the Downloadable Content (“Derived Works”), and to use, reproduce, distribute, and publicly display or perform the Derived Works solely for personal, educational, and non-commercial use, subject to the following assignment. You hereby assign to Character Lab any and all of your right, title, and interest in and to the Derived Works. To the extent that any administrative or judicial body finds this assignment ineffective, you agree to execute any such documents as may be necessary to effectuate transfer/assignment to Character Lab any and all of your right, title, and interest in and to the Derived Works.
We encourage you to include the following notice with your use of the Derived Works: “This material is based on content originally created by Character Lab, Inc.”
Rules for Use
- Your use of the Service is subject to local, state, national, and international laws. You agree not to violate such laws and regulations in using the Service.
- You may not restrict or inhibit other users from using or enjoying the Service. No hacking, spoofing, or defacing any part of the Service is permitted. You acknowledge that any attempt to do so is a violation of criminal and civil laws.
- You may not harvest or collect information about visitors to the Sites without their express written consent.
- You may not reproduce or circumvent the navigational structure or presentation of the Content, or engage in any activity that could lead to the Service containing software or other materials that contain viruses or other disruptive components.
- You may not attempt to gain unauthorized access to any portion or feature of the Service, or any other systems or networks connected to the Service or to any Character Lab server, or to any of the services offered on or through the Service.
- You may not probe, scan, or test the vulnerability of the Service or any network connected to the Service, nor breach the security or authentication measures on the Service or any network connected to the Service. You may not reverse look-up, trace, or seek to trace any information on any other user of the Service unless explicitly authorized by the user, or exploit the Service in any way where the purpose is the unauthorized disclosure of any information.
- You may not install any software, file, or code that is not authorized by the user of a computer or device or that assumes control of all or any part of the processing performed by a computer or device without the authorization of the user of the computer or device.
- You agree not to:
- upload, post, email, transmit, or otherwise make available any User Content (defined below) that is known by you to be false, inaccurate, or misleading;
- upload, post, email, transmit, or otherwise make available any User Content that is, or may reasonably be considered to be, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable, or that harms minors in any way; or
- upload, post, email, transmit, or otherwise make available any User Content that infringes any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party or that references other websites, addresses, email addresses, contact information, or phone numbers.
Passwords and Account Access
You are responsible for maintaining the confidentiality of your password and account information. You agree (a) to provide complete and accurate registration information, (b) that you are responsible for all activities that occur under your account, (c) to notify us immediately of any unauthorized account use, (d) that we are in no way responsible for any loss, damages, or costs that you may incur as a result of any unauthorized use of your account and password, and (e) that you will not sell, transfer, or assign your account or any account rights. If we learn that an ineligible user has created an account, we may seek confirmation of the user’s status or deactivate the account.
User Content and License
In compliance with the Digital Millennium Copyright Act (“DMCA”) Character Lab adheres to the following copyright policy:
If you are a copyright owner (or an agent authorized to act on behalf of a copyright owner) and believe that any Content infringes upon your copyright, you may submit a notice pursuant to the DMCA to our designated agent at the contact information at the bottom of this section, which includes the following:
- your physical or electronic signature;
- identification of the copyrighted work claimed to have been infringed through the Service, or, if multiple copyrighted works are covered by your notification, a representative list of such works;
- identification of the Content that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
- information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address;
- a statement that you have a good faith belief that use of the material in the manner described is not authorized by the copyright owner and the law; and
- a statement that the information in your notice is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
You acknowledge that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid.
Termination/Suspension of Access
We may terminate or suspend your access or the access of users under your account to all or any part of the Service at any time, with or without cause, with or without notice, at our sole discretion and effective immediately. You may also terminate your use of the Service at any time, provided, however, that all provisions of these Terms, which by their nature remain in effect, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
You will indemnify, defend, and hold Character Lab, its parents, partners, subsidiaries, affiliates, officers, and employees harmless from and against all damages, losses, liabilities, settlements, debts, costs, and expenses of any kind (including reasonable attorneys’ fees) from any claim or demand made by any third party relating to or arising out of (1) your use or misuse of the Service, (2) your violation of these Terms, or (3) the alleged or actual infringement by you or any third party using your account of any intellectual property or privacy right of any person or entity.
THE SERVICE, TOGETHER WITH ANY CONTENT, DATA, SOFTWARE AND OTHER MATERIALS AVAILABLE ON OR THROUGH THE SITES (COLLECTIVELY “MATERIALS”), ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ANY MATERIAL DOWNLOADED OR OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS.
CHARACTER LAB MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH REGARD TO THE SERVICE OR ANY MATERIALS AVAILABLE ON OR THROUGH THE SERVICE. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, CHARACTER LAB DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGMENT. YOU ASSUME THE ENTIRE RISK OF SELECTION AND USE OF THE SERVICE AND MATERIALS AVAILABLE ON OR THROUGH THE SERVICE.
WITHOUT LIMITING THE FOREGOING, CHARACTER LAB MAKES NO WARRANTY THAT (i) THE SERVICE OR MATERIALS OFFERED ON OR THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (ii) THE SERVICE OR MATERIALS OFFERED ON OR THROUGH THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, COMPLETE OR ERROR-FREE, OR (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR MATERIALS WILL BE ACCURATE OR RELIABLE. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM CHARACTER LAB OR THROUGH THE SERVICE OR MATERIALS SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, CHARACTER LAB SHALL NOT BE LIABLE FOR ANY LOSS OF BUSINESS, LOSS OF USE OR LOSS OF DATA, INTERRUPTION OF BUSINESS, LOST PROFITS, OR GOODWILL, OR OTHER INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT YOUR USE OF THE SERVICE OR THE MATERIALS AVAILABLE ON OR THROUGH THE SERVICE, EVEN IF IT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR HAD KNOWLEDGE, ACTUAL OR CONSTRUCTIVE, THAT SUCH DAMAGES MIGHT BE INCURRED. THIS EXCLUSION INCLUDES ANY LIABILITY THAT MAY ARISE OUT OF THIRD-PARTY CLAIMS AGAINST YOU.
YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH CHARACTER LAB IN CONNECTION WITH THE SERVICE IS TO CEASE YOUR USE OF THE SERVICE AND THE MATERIALS.
TO THE EXTENT ANY JURISDICTION DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF DIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, PORTIONS OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
Assignment. You may not assign any of your rights or obligations under these Terms without Character Lab’s express prior written consent. Character Lab may assign its rights or assign or delegate any of its obligations under these Terms without restriction.
Waiver. No failure of Character Lab’s to exercise or enforce any of its rights under these Terms shall constitute a waiver of such rights. Any waiver must be in writing. Failure by us to insist upon strict adherence to any term of these Terms on one or more occasions shall not be considered a waiver or deprive us of the right to insist upon strict adherence to that term or any other term of these Terms.
Entire Agreement. These Terms make up the entire understanding between Character Lab and you and supersede any and all previous agreements or understandings. No amendments, modifications, or waivers shall be valid unless in writing.
Equitable Relief. You acknowledge that any breach or threatened breach of these Terms will result in irreparable harm for which damages would not be an adequate remedy, and, therefore, in addition to our rights and remedies otherwise available at law, we shall be entitled to seek immediate equitable relief, including injunctive relief, as appropriate. If we seek any equitable remedies, we shall not be precluded or prevented from seeking remedies at law, nor shall we be deemed to have made an election of remedies. These remedies are in addition to any other remedies we may have at law or in equity.
Export and International Use. The Service is controlled and offered by Character Lab from its facilities in the United States of America. Character Lab makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are responsible for compliance with local law.
Good Faith. You agree to act in good faith with respect to each provision of these Terms and any related dispute that may arise.
Links to Third Party Websites or Services. As a convenience for its users, Character Lab may provide links on the Sites to other websites owned by third parties. These other websites are not under our control, and you acknowledge and agree that we are not responsible for the accuracy, collection, and use of your information, copyright compliance, legality, decency, or any other aspect of such websites or the content displayed on or through them. The inclusion of such a link does not imply our endorsement of any such website or the content displayed on or through it or any association with its operators, and we disclaim all liability with respect to such linked websites, including but not limited to your access to and/or use of the same. You will need to make your own independent judgment regarding your interaction with these linked websites. Please refer to these third party websites for their terms and conditions and other policies.
Governing Law, Jurisdiction, and Venue. These Terms shall be governed by and the laws of the Commonwealth of Pennsylvania, without regard to or application of choice of law rules or principles. You expressly consent to the personal and exclusive jurisdiction and venue of the state and federal courts located in Philadelphia County of the Commonwealth of Pennsylvania for any claim or action arising out of or relating to these Terms or your use of the Service. ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICE MUST COMMENCE WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES.
Headings. The section headings and subheadings contained in these Terms are included for convenience only, and shall not limit or otherwise affect the Terms.
Modification. Character Lab shall have the right to modify these Terms at any time, which modification shall be effective upon posting the new Terms on the Sites, except to the extent that you are a school, school district, or educational institution providing student information or Content as part of your use of the Service, in which case we will first provide you with prominent notice to allow you to choose whether to continue to use the Service in accordance with the new Terms. We recommend that you check the Sites regularly for any such changes. Your use of the Service following such posting shall be deemed to constitute your acceptance of such modification. The Terms may not otherwise be changed or modified.
Notices. Any notices to Character Lab required to be given in writing under these Terms shall be delivered either by hand, overnight delivery service, or First Class United States mail and shall be pre-paid and addressed as follows: The Character Lab, Inc., 3675 Market Street, Philadelphia, PA 19104.
Severability. If it turns out that a section of these Terms are not legal or enforceable, that section will be removed or edited only as necessary, and the rest of the Terms will still be valid.
Survival. Any provisions which, by their nature, should remain in effect after termination (including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability), will remain in effect for as long as necessary to permit full compliance and will apply to each party’s respective successors and permitted assigns.
Content Contributor Terms and Conditions
These Content Contributor Terms and Conditions (these “Terms”) are entered into by and between you (“You” or “Contributor”) and The Character Lab, Inc., a Delaware exempt corporation (“Character Lab”). The following terms and conditions, together with any documents they expressly incorporate by reference, govern Your contribution of Content (defined below) to Character Lab (including any Content you may have previously contributed to Character Lab) and Character Lab’s use of any such Content.
Please read these Terms carefully. By either (1) acknowledging your acceptance of these Terms (including by responsive email) or (2) submitting content to Character Lab after you have received a copy of these Terms (regardless of the method of submission, e.g. electronically, by email, or in hard copy) (each an “Acceptance”), You accept and agree to be bound and abide by these Terms. If You do not agree to these Terms, You should not provide an Acceptance of these Terms.
From time to time, Contributor may create and provide to Character Lab certain works of authorship (“Content”) to facilitate Character Lab’s mission of providing actionable advice to educators, parents, and students (“Purpose”). For purposes of these Terms, Content includes any works of authorship that Contributor may have previously provided to Character Lab unless otherwise expressly agreed by Contributor and Character Lab in writing.
These Terms constitute an agreement by and between Contributor, in Contributor’s individual capacity, and not on behalf of Contributor’s employer or any institution with which Contributor is affiliated (such as a university or research institution), and Character Lab. These Terms are not intended to modify or supersede any pre-existing contractual obligation that Contributor may have with such employer or institution.
Contributor shall: (a) deliver all Content in the formats and on or via the media as specified by Character Lab from time to time; (b) prior to delivery of Content, obtain from all persons who are, or whose property is, identified, depicted, or otherwise referred to in such Content, such written and signed licenses, permissions, waivers, and consents (collectively, “Permissions” and each, individually, a “Permission”), including those relating to publicity and privacy, as are or reasonably may be expected to be necessary for Character Lab, including its licensees, successors, and assigns, to exercise its rights in the Content, including all intellectual property rights therein, without incurring any payment or other obligation to, or otherwise violating any right of, any such person; and (c) prior to or concurrently with delivery of Content to Character Lab (or otherwise upon Character Lab’s request), provide Character Lab with a copy of each such fully executed Permission.
Contributor hereby grants to Character Lab and its affiliates, and each of their respective direct and indirect licensees, successors, and assigns (collectively, “Licensee”), a perpetual, irrevocable, worldwide, freely transferable and sublicensable (through multiple tiers), fully paid-up and royalty-free right and license to use and distribute the Content, including all copyrights and other intellectual property rights therein and all renewals and extensions thereof, in all formats and media, whether now known and existing or hereafter discovered or developed, throughout the universe, for all or any purposes whatsoever that are consistent with the Purpose. For clarity and without limiting the foregoing, Contributor agrees that the foregoing grant includes the rights: (a) to modify, edit, combine with other materials, translate, include in collective works, and create derivative works of the Content (collectively, “Adapt,” “Adapted,” and “Adaptation” have correlative meanings); and (b) to reproduce, perform (publicly or otherwise), display (publicly or otherwise), and transmit the Content, in whole or in part, and as provided by Contributor unmodified or Adapted. Contributor agrees that the foregoing license shall be deemed to have retroactive effect to the date that any Content was first provided to Character Lab by Contributor, and continued publication of the Content by Character Lab, subject to the terms and conditions set forth herein, shall constitute consideration for such license.
Contributor will own the Content, subject to the license granted herein. Licensee will own and retain all right, title, and interest in and to all Adaptations of the Content made by, or by any third party for the benefit of, Licensee, subject to Contributor’s rights in the underlying Content.
In consideration of the license granted herein, Character Lab shall provide Contributor with a source attribution for all Content in connection with any publication of such Content in its entirety; provided that such source attribution shall be required only to the extent consistent with standard industry practices and where space reasonably permits (as determined in Character Lab’s sole discretion).
Contributor hereby represents and warrants that the Content: (a) is Contributor’s sole and original creation and Contributor has obtained and delivered to Character Lab a copy of any Permissions as required by these Terms; (b) is not libelous or otherwise defamatory; and (c) does not, and use thereof will not, infringe or otherwise violate any right of any third party, including any copyright, trademark, patent, trade secret, or other intellectual property right, or any right of publicity or privacy. Contributor further represents and warrants that Contributor is of legal age to form a binding contract with Character Lab, has the full legal right to grant the license set forth herein, and that Contributor and any Content provided by Contributor are not subject to any conflicting obligations or agreements with any third party with respect to the Content (including any obligation to or agreement with Contributor’s employer any institution or university with which Contributor is affiliated). If any of the statements in this paragraph are not true and correct, please do not provide an Acceptance of these Terms
Contributor agrees to indemnify, defend, and hold harmless Character Lab and its affiliates, and its and their respective officers, directors, employees, agents, successors, and assigns, from and against any claims, judgments, damages, liabilities, settlements, losses, costs, and expenses, including attorneys’ fees and disbursements, arising from or relating to any breach by Contributor of its representations, warranties, or other obligations hereunder.
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL CHARACTER LAB BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES.
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF CHARACTER LAB AND ITS AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE AMOUNT CHARACTER LAB HAS PAID TO YOU FOR THE APPLICABLE CONTENT OR $100, WHICHEVER IS GREATER. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Contributor is an independent contractor of Character Lab, and these Terms will not be construed to create any association, partnership, joint venture, employee, or agency relationship between Contributor and Character Lab for any purpose. Contributor has no authority (and shall not hold itself out as having authority) to bind Character Lab and shall not make any agreements or representations on Character Lab’s behalf without Character Lab’s prior written consent.
Contributor shall not assign or otherwise transfer any of its rights, or delegate, subcontract, or otherwise transfer any of its obligations or performance, under these Terms. Any purported assignment, delegation, or transfer in violation of these Terms is void. Character Lab may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under these Terms. These Terms are binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
These Terms are governed by, and shall be construed in accordance with, the laws of the State of Delaware without giving effect to any conflict of law provision that would require the application of different law. Any controversy or claim arising out of or relating to these Terms, the breach thereof, or any Content, shall be settled by binding arbitration seated in Philadelphia, PA, conducted by a single arbitrator, and administered by the American Arbitration Association under its Commercial Arbitration Rules. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
Character Lab reserves the right to update or modify these Terms at any time in Character Lab’s sole discretion. Character Lab may provide notice of any change to these Terms by any reasonable means, which may include posting a notice to the Character Lab website or providing you with other electronic notice (including via email). Any Content submitted to Character Lab, whether before or after the date that such changes to these Terms come into effect (the “Update Effective Date”), will be subject to the updated Terms. If you disagree with the updated Terms, then you should not submit any additional Content to Character Lab after the Update Effective Date and should notify Character Lab in writing of your objection to any such updated Terms. You will be deemed to have accepted any updated Terms if you do not provide written notice of your objection to Character Lab within fifteen (15) days following Character Lab’s notice thereof. If you notify Character Lab of your objection to any updated Terms in writing within such fifteen (15) day-period, then the prior version of these Terms shall continue to apply unless otherwise agreed by you and Character Lab or until you provide an Acceptance with respect to the updated Terms.
These Terms constitute the entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, whether written or oral, with respect to such subject matter.
Updated November 2022