The Cybernut Terms Of Service (the "Agreement") govern customers’ access and use of Cybernut’s subscription services. "Cybernut" shall mean Cybernut Inc. a Delaware Corporation. If customer has fully executed a master agreement with Cybernut, such master agreement will govern the access and use of the subscription services.
Capitalized terms have the definitions set forth herein.
By accepting this Agreement, either by: (1) clicking a box indicating acceptance through the Subscription Services; (2) Executing a quote or purchase order that references this agreement; or (3) Using Cybernut’s subscription services, customer agrees to be bound by the terms of this agreement.
Customer and Cybernut may be referred to in this agreement individually as a "Party" or jointly as the "Parties." This agreement governs all access and use of Cybernut subscription services, as defined below, provided by Cybernut to customers. Cybernut may update or make changes to this Agreement from time to time, and will provide 30 days' notice of any upcoming changes being made to the Agreement.
Cybernut encourages customers to periodically review and check this Agreement for updates to stay informed about the terms that govern customers’ use of the subscription services.
Customer’s continued use of the subscription services after Cybernut makes any changes is deemed to be an acceptance of those changes. The subscription services may not be accessed for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes, or as otherwise restricted by this agreement. Cybernut direct competitors (or third party representatives acting on behalf of such direct competitors) are prohibited from accessing the subscription services.
For purposes of this Agreement:
a. "Active User(s)" means Customer’s Users with active assigned Seats.
b. "Affiliate" means an entity that, directly or indirectly, through one or more entities, controls; is controlled by; or is under common control with, the specified entity.
c. "Channel Partner" means an authorized Cybernut reseller, distributor, or managed service provider through which Customer may acquire the Subscription Services and/or Professional Services.
d. "Confidential Information" means all information or material disclosed by a party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether orally or in writing, that: (a) gives either party some competitive business advantage, gives either party an opportunity of obtaining some competitive business advantage, or the disclosure of which may be detrimental to the interests of the Disclosing Party; and (b) is either: (i) marked “Confidential,” “Restricted,” “Proprietary,” or includes other similar markings; (ii) known by the parties to be confidential and proprietary; or (iii) from all the relevant circumstances should reasonably be assumed to be confidential and proprietary. The Subscription Services are deemed Confidential Information Cybernut.
e. "Quote" means a purchasing document or other similar document, such as a purchase order or SOW, in connection with a purchase under this Agreement.
f. "Seat(s)" refers to the number of Users permitted access to the Subscription Services pursuant to the user count purchased via a Quote.
g. "Software" means the object code version of any software that may be licensed by Customer under this Agreement for installation on Customer’s systems. To the extent Cybernut delivers any updates or enhancements to Customer as part of the Support Services, such updates and enhancements will be deemed included in the definition of Software.
h. "Subscription Services" means any Web Hosted Services, Software, Support Services, Professional Services, Training Content, and/or other services that Cybernut offers to Customer, including any applicable Documentation.
i. "Subscription Term" means the term set forth in the respective Quote during which the Customer is granted access to the Subscription Services in accordance with this Agreement.
j. "Training Content" means digital courseware, training modules, testing and training templates, videos, newsletters, security documents, or other content and materials provided by Cybernut.
k. "User(s)" means Customer’s authorized employees or independent contractors, with an assigned unique business email address (i.e., an email address using a business email domain name that Customer owns or is authorized by the domain name owner to use for the purposes contemplated herein), who may access the applicable Subscription Services.
l. "Web Hosted Services" means an application and/or database services hosted by Cybernut or its agents, made available for remote access and use by Customer and its Users, under this Agreement.
m. "User Data" may include all Personally Identifiable Information (PII) and other non-public information. Data includes, but are not limited to, student data, metadata, and user content.
a. Parties agree that all rights, including all intellectual property rights, shall remain the exclusive property of the Customer, and Cybernut has a limited, nonexclusive license solely for the purpose of performing its obligations as outlined in the Agreement. This Agreement does not give Cybernut any rights, implied or otherwise, to Data, content, or intellectual property, except as expressly stated in the Agreement. This includes the right to sell or trade Data.
a. The Services may allow Customer to track and gather a range of data and information regarding employees, agents, independent contractors, and students (“User Data”). Customer shall retain all title to and ownership of and all proprietary rights with respect to User Data, and shall be solely responsible for its use thereof. Customer grants CyberNut a worldwide, royalty-free, and non-exclusive license to access and use User Data for the sole purpose of enabling CyberNut to provide the Services, and for the limited purposes set forth in CyberNut’s Privacy Policy.
a. If you are entering into this Agreement on behalf of a company or other legal entity (including if you are School Personnel entering on behalf of our school), you represent that you have the authority to bind such entity to these terms and conditions, in which case the terms "you", "your" or "User" shall refer to such an entity. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this Agreement and may not use the Service.
a. CyberNut enters into relationships with schools and school districts, whereby CyberNut agrees to provide students and others in or associated with such schools or school districts with access to its Services and Content (a “School District Agreement”). If your school or school district has entered into this type of agreement with CyberNut (a “Participating School District”), then you are eligible to receive the benefits of these Services and Content.
a.CyberNut gives to Authorized Users – meaning Participating School District students, teachers, and administrators (for purposes of this section and section 7, “You” and “Your”) – access to the Services and Content procured associated with the applicable Participating School District and School District Agreement. In this section we also impose restrictions on Your use of our Content outside the Services. Similar to a “library” that keeps track of books it has lent, and limits circulation to users with library cards, we prohibit circulation of our Content and Services to users who do not have Login IDs and passwords.
a. Subject to Your compliance with these Terms, CyberNut hereby grants You the right to access and use the Website and the Services and Content we offer to Your school through the Website. These rights are strictly limited to Your educational, and non-commercial use of the Website, Services, and Content in connection with Your schoolwork, if You are a student, or the assignment of school work or monitoring of an associated student’s progress, if You are a parent, teacher, or administrator.
a. Subscription Services Purchase. Customer is deemed to have committed to a purchase in full for the Subscription Services (regardless of any split payment terms) upon the earlier of: (a) a Quote signed by Customer that is sent to Cybernut or to the respective Cybernut Channel Partner for processing; (b) an attached Purchase Order, upon execution of this Agreement; or (c) tender of payment by Customer through check, credit card, or other form of payment. Payment via check, credit card, or other form of tendered payment will be deemed acceptance of the corresponding Quote or invoice sent to Customer by Cybernut. If Customer is an organization subject to certain fiscal period restrictions or appropriations, Customer hereby represents and warrants that Customer has the ability to pay all fees, regardless of any split payment terms, in full, out of Customer’s current fiscal period’s allocated budget or that Customer has the authority to legally commit to a purchase outside of the current fiscal period. Except as otherwise specified herein, all sales are final, non-refundable, and non-returnable.
b.Subscription Services Fees. The fees for Subscription Services will be specified by Cybernut and will be applicable for the period specified in the Cybernut Quote (as applicable). If no period is specified, pricing will be applicable for thirty (30) calendar days. Notwithstanding the foregoing, prices may be subject to increase upon the renewal of a Quote, or in the event Customer adds on or upgrades the Subscription Services during the Subscription Term specified in the Quote. Fees do not include any taxes, levies, duties, or similar governmental assessments of any nature including, for example, value-added; sales; use; or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If Cybernut has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section, Cybernut will invoice Customer and Customer will pay that amount unless Customer provides Cybernut with a valid tax exemption certificate authorized by the appropriate taxing authority. For the avoidance of Cybernut, Cybernut is solely responsible for taxes assessable against it based on its income, property, and employees. Except as otherwise specified herein or in a Quote: (a) fees are based on the Subscription Services acquired and not actual usage; (b) payment obligations are non-cancelable and fees paid are non-refundable, except where expressly permitted herein; and (c) the Subscription Term and quantities purchased cannot be decreased during the applicable Subscription Term. For clarity, Customer is responsible for any payments owed but not paid by any Affiliates ordering Subscription Services hereunder. In the event Customer requires Cybernut to use a vendor payment portal or compliance portal which charges Cybernut a fee or a percentage of any uploaded invoice as a required cost of doing business, Customer shall be invoiced by Cybernut for, and Customer is obligated to pay, the cost of any such fees.
c. Disputed Payments. Customer has the right, in good faith, to dispute all or a portion of an invoice prior to its due date in the event Customer provides Cybernut with written notice, prior to the due date, that Customer disputes such charges, pays all undisputed charges on time, and cooperates diligently to resolve the dispute.
d. Credit Approval; Application of Payment. Customer may, from time to time, be subject to credit approval by Cybernut. Customer agrees to submit financial information as may be reasonably requested by Cybernut for the establishment and/or continuation of credit terms. Any payment received from Customer may be applied by Cybernut against any obligation owed to Cybernut by Customer.
e. 2.6. Channel Partner Purchases. In the event Customer acquires Subscription Services through a Channel Partner, all payment-related terms will be set forth in the applicable agreement between such Channel Partner and Customer. Any agreements Customer enters into with a Channel Partner shall be between Customer and the Channel Partner and shall not be binding upon Cybernut.
a. Connectivity. Customer is solely responsible for all telecommunication or Internet connections, and associated fees, required to access and use the Subscription Services, as well as all hardware and software. Cybernut is not responsible for: (a) Customer’s access to the Internet; (b) interception or interruptions of communications through the Internet; or (c) changes or losses of data through the Internet.
b. User Credentials. Customer will ensure User credentials remain confidential, and Customer and Users will not disclose any such credentials to any third party. In addition, Customer will notify Cybernut immediately upon discovery of an unauthorized disclosure of any such credentials or upon any unauthorized access. Upon any termination of the engagement or deactivation of any User with knowledge of any such credentials, Customer will immediately change such credentials and remove access for that User. Customer may only assign Seats to Users with unique email addresses with business domain names that Customer either owns or is authorized to use by the domain name owner in accordance with this Agreement and the applicable Documentation.
c. Affiliates. Customer, if purchasing Seats on behalf of an Affiliate, will ensure its Affiliates comply with the terms of this Agreement. The use of the Subscription Services by the Affiliate and its Users represents acceptance of the terms of this Agreement by such Affiliate and its Users for which Customer will be jointly and severally liable with its Affiliate for any breach by the Affiliate or its Users of this Agreement. No Affiliate may directly enforce any provision of this Agreement. All actions to enforce this Agreement must be brought by Customer.
d. Restrictions. Customer agrees not to: (a) copy, reproduce, reverse engineer, disassemble, create derivative works from, decompile, or otherwise attempt to reveal the trade secrets or know-how underlying the Subscription Services; (b) use Cybernut’s intellectual property or Confidential Information to develop a competitive offering or otherwise copy Cybernut’s content, materials, and/or user interface for the development of similar services; (c) remove or destroy any copyright notices, other proprietary markings, or confidentiality legends placed on or made available through the Subscription Services; (d) attempt to gain unauthorized access to, or disrupt the integrity or performance of, the Subscription Services or the data contained therein (including without limitation penetration or other such security testing); (e) use the Subscription Services for competitive analytical, benchmarking, or market research purposes; or (f) use the Subscription Services in any manner or for any purpose inconsistent with the terms of this Agreement or the Documentation.
e. Customer acknowledges that some of Cybernut’s Subscription Services are designed to assist Customer in training Users and may include developing, customizing, and sending fake cyber security attack campaigns for purposes of employee training, but that Customer, and not Cybernut or any Channel Partners, will be responsible for Customer’s compliance with all laws and governmental regulations, and any results in connection with the Customer’s use of the Subscription Services (including any reports or information produced in connection therewith).
a. Term. This Agreement will be effective as of the Effective Date and will remain in full force and effect until all Quote terms have expired or otherwise have been terminated (a Quote term individually, a “Subscription Term” and all Quote Subscription Terms, collectively, the “Term”).
b. Suspension. Cybernut may, at its option, suspend Customer’s (or a User’s) use or access to the Subscription Services if: (a) Customer is in breach of the Agreement (including failure to make timely payment in accordance with Section 8); (b) Cybernut believes that such use or access poses a security risk to the Subscription Services or to other Customers or users of the Subscription Services; (c) it is necessary to prevent damage to, or degradation of, the Subscription Services or Cybernut systems; (d) such use or access violates any law, regulation, court order, or other governmental request; or (e) Cybernut suspects fraud or abuse. Cybernut will make commercially reasonable efforts to: (i) limit the suspension to the affected portion of the Subscription Services; and (ii) promptly resolve the issues causing the suspension of the Subscription Services. Nothing in this clause limits Cybernut right to terminate for cause as outlined in this Agreement, or ability to terminate this Agreement in the instance Customer is acting, or has acted, in a manner that violates applicable law.
c. Termination. If Customer fails to pay any invoice when due and does not make such payment within fifteen (15) days after receipt of notice from Cybernut of such failure, Cybernut may, in its sole discretion, either: (a) suspend delivery or performance of any Quote, or any remaining balance thereof, until such payment is made; or (b) terminate any Quote. In either event, Customer will remain liable to pay for the Subscription Services. Either party may terminate the Agreement or a Quote upon a material breach of the Agreement or Quote by the other, if the breaching party does not cure the breach within thirty (30) days after receipt of written notice from the other party specifying the breach.
d. Effects of Termination. In the event the Agreement or Quote is terminated by Customer without cause, or by Cybernut for cause, Customer will pay for all Subscription Services ordered as of the effective date of termination of the particular Quote. In addition, if a Quote specifies a Subscription Term for which Cybernut will provide Subscription Services or Professional Services to Customer (e.g., thirty-six (36) months), and that Quote is terminated by Cybernut for cause (including nonpayment) or by Customer without cause, then all future, recurring fees associated with the remaining Subscription Term of such Quote will become immediately due and payable, and will be paid by Customer to Cybernut upon the effective date of such termination.
a. Subscription Service Warranties. The Subscription Services will materially conform to the then-current applicable Documentation, and during the applicable Subscription Term, Cybernut will not materially decrease the overall functionality of the Subscription Services. Customer must promptly notify Cybernut of any breach of this warranty. Customer’s sole and exclusive remedy, and Cybernut’s sole and exclusive liability, for a breach of the foregoing warranty will be for Cybernut to provide Support Services to repair or replace the relevant Subscription Service within thirty (30) days of such notice of non-conformity. If Cybernut is unable to remedy such non-conformity within such period to cure, Customer will be entitled to terminate the relevant Quote and will be issued a refund for any pre-paid Subscription Services fees for the unusable portion of the Subscription Services from the date of Cybernut’s receipt of adequate notice of an actual non-conformity. Cybernut will not be responsible for any breach of the foregoing warranty resulting from Customer’s abuse or misuse of the Subscription Services or failure to use the Subscription Services as described in this Agreement, including failure to use the Subscription Services in accordance with its operational requirements described in the Documentation, and provided that Customer will not be entitled to any refund or relief of payment obligations if Customer is also in breach of the Agreement at the time of such termination. Customer is required to sufficiently detail the non-conformity in a manner that allows Cybernut to properly assist with the remediation. Cybernut will not be responsible for delays in remediation caused by Customer’s failure to respond to requests by Cybernut.
b. Compliance Warranties. Each party warrants that it will comply with all laws and regulations applicable to its provision or use of the Subscription Services.
c. Disclaimers. EXCEPT FOR THE LIMITED WARRANTIES IN THIS SECTION: (A) THE SUBSCRIPTION SERVICES ARE PROVIDED “AS IS,” WITH ALL FAULTS, AND WITHOUT WARRANTIES OF ANY KIND; AND (B) CYBERNUT EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUIET ENJOYMENT, QUALITY OF INFORMATION, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. CYBERNUT DOES NOT WARRANT THAT THE OPERATION OF THE SUBSCRIPTION SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SUBSCRIPTION SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION, MARKETING, OR PROMOTIONAL MATERIALS, OR ADVICE GIVEN BY CYBERNUT OR CYBERNUT’S AUTHORIZED REPRESENTATIVES WILL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE EXPRESS WARRANTIES PROVIDED HEREIN. CUSTOMER ACKNOWLEDGES THAT TRAINING CONTENT IS FOR GENERAL INFORMATION PURPOSES ONLY AND THAT CYBERNUT IS NOT A LAW FIRM, NOR DOES IT PROVIDE ANY PROFESSIONAL OR ADVISORY SERVICES. THE INFORMATION PRESENTED IS NOT LEGAL ADVICE AND IS NOT TO BE ACTED ON AS SUCH. THE SUBSCRIPTION SERVICES MAY CONTAIN THE TRADE NAMES OR TRADEMARKS OF VARIOUS THIRD PARTIES AND, IF SO, ANY SUCH USE IS FOR ILLUSTRATIVE AND EDUCATIONAL PURPOSES ONLY. ALL SUBSCRIPTION SERVICES AND COMPANY NAMES ARE PROPERTY OF THEIR RESPECTIVE OWNERS. USE OR DISPLAY OF THE TRADEMARKS DOES NOT IMPLY ANY AFFILIATION WITH, ENDORSEMENT BY, OR ASSOCIATION OF ANY KIND BETWEEN SUCH THIRD PARTIES AND CYBERNUT.
d. THE SUBSCRIPTION SERVICES MAY BE USED TO ACCESS AND TRANSFER INFORMATION OVER THE INTERNET. CUSTOMER ACKNOWLEDGES AND AGREES THAT CYBERNUT DOES NOT OPERATE OR CONTROL THE INTERNET AND THAT: (A) VIRUSES, WORMS, TROJAN HORSES, OR OTHER UNDESIRABLE DATA OR SOFTWARE; OR (B) UNAUTHORIZED USERS (E.G., HACKERS) MAY ATTEMPT TO OBTAIN ACCESS TO, AND DAMAGE, CUSTOMER DATA, WEBSITES, COMPUTERS, OR NETWORKS. CYBERNUT WILL NOT BE RESPONSIBLE FOR THOSE ACTIVITIES. FURTHER, EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD PARTY HOSTING PROVIDERS. CUSTOMER IS SOLELY RESPONSIBLE FOR ITS ACTIONS USING FEATURES OR COMPONENTS OF THE SUBSCRIPTION SERVICES THAT INTEGRATE WITH CUSTOMER’S INFORMATION TECHNOLOGY SYSTEMS AND ACKNOWLEDGES THAT CYBERNUT IS NOT RESPONSIBLE FOR: (I) CUSTOMER’S ACTIONS WITHIN ITS SYSTEMS USING SUCH FEATURES OR COMPONENTS; (II) FOR CUSTOMER’S BACKUPS OF ITS INFORMATION TECHNOLOGY SYSTEMS; AND/OR (III) CUSTOMER’S COMPLIANCE WITH APPLICABLE LAW.
a. Standard Exclusions. Cybernut will have no obligation with respect to any claim of infringement to the extent it is based upon or arises out of Customer’s (including its representatives): (a) use or combination of the Subscription Services with any third-party intellectual property not authorized by Cybernut; (b) modification or alteration of the Subscription Services by Customer, or Customer’s representatives, not authorized Cybernut or the Documentation; (c) use of the Subscription Services in excess of the permissible uses in the Agreement or the Documentation; (d) specifications or other intellectual property provided by Customer; or (e) failure to implement updates, modifications, or replacements issued by Cybernut to the Subscription Services (collectively, the “Excluded Claims”).
b.Customer Indemnity Obligations. Customer will defend and indemnify Cybernut from and against any third party claims as a result of any claim by a third party arising from: (a) Customer’s use of the Subscription Services in breach of this Agreement; (b) Cybernut’s authorized use of the Customer Data; or (c) the Excluded Claims. Customer agrees to pay any amounts finally awarded by a court of law or pursuant to a settlement in respect of such third party claim (including, but not limited to, reasonable attorneys’ fees). The foregoing indemnification obligation of Customer is contingent upon Cybernut promptly notifying Customer in writing of such claim (provided the failure or delay in doing so will not relieve Customer from any obligations to indemnify Cybernut except to the extent that such delay or failure materially prejudices the defense of such claim), permitting Customer sole authority to control the defense or settlement of such claim, provided that Customer may not settle any such claim unless it unconditionally releases Cybernut of all liability, and providing Customer reasonable assistance (at Customer’s sole expense) in connection therewith.
a. NEITHER CYBERNUT NOR ITS THIRD PARTY PROVIDERS OR LICENSORS WILL HAVE ANY LIABILITY TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, SALES, BUSINESS, DATA, OR OTHER INCIDENTAL, CONSEQUENTIAL, OR SPECIAL LOSS OR DAMAGE, INCLUDING EXEMPLARY AND PUNITIVE DAMAGES, OF ANY KIND OR NATURE RESULTING FROM, OR ARISING OUT OF, THIS AGREEMENT, THE SUBSCRIPTION SERVICES, ANY PROFESSIONAL SERVICES, OR ANY SUPPORT SERVICES RENDERED HEREUNDER. THE TOTAL LIABILITY OF CYBERNUT TO CUSTOMER OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT, THE SUBSCRIPTION SERVICES, ANY PROFESSIONAL SERVICES, AND ANY SUPPORT SERVICES RENDERED HEREUNDER FOR ANY AND ALL CLAIMS OR TYPES OF DAMAGES WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE HEREUNDER BY CUSTOMER FOR THE SUBSCRIPTION SERVICES, ANY PROFESSIONAL SERVICES, AND ANY SUPPORT SERVICES AS TO WHICH THE LIABILITY RELATES, IN THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT GIVING RISE TO LIABILITY. Both parties specifically acknowledge that the limitations of liability and the exclusion of certain losses or damages stated in this Section represent the agreed, bargained-for understanding of the parties and are reflected in the applicable Subscription Services fees. The limitation of liability and types of losses or damages stated in this Agreement are intended by the parties to apply, regardless of the form of lawsuit or claim a party may bring, whether in tort (including negligence), contract, or otherwise, and regardless of whether any limited remedy provided for in this Agreement fails of its essential purpose.
a. The sale, resale, or other disposition of Cybernut Subscription Services and any related technology or documentation are subject to various economic sanctions, export control laws, and other restrictive trade measures administered by the U.S. and other applicable governments. Because these laws can have extraterritorial effect, you agree that you will comply with all such measures where applicable including, without limitation: (a) the Export Administration Act of 1979, as amended (50 U.S.C. app. 2401-2420) and the Export Administration Regulations, 15 C.F.R. §§ 730-774 ("EAR"); (b) the Arms Export Control Act, 22 U.S.C. § 2778, and the corresponding International Traffic in Arms Regulations ("ITAR"); (c) the economic sanctions laws and regulations enforced by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), 31 C.F.R. Part 500 et seq., and the U.S. Department of State; and (d) the anti-boycott regulations, guidelines, and reporting requirements under the Export Administration Regulations and Section 999 of the Internal Revenue Service Code. You understand and acknowledge that you are solely responsible for complying with such laws whenever applicable. You further understand and acknowledge that you shall not directly or indirectly export, import, sell, disclose, or otherwise transfer any Cybernut Subscription Services or any related technology or documentation to any country or party subject to such restrictions, and that you are solely responsible for obtaining any license(s) to export, re-export, or import that may be required.
a. While Cybernut provides global products and services, our operations are located in Miami, Florida and these Terms of Service are based on United States law. Access to, or use of, this Website or Materials made available on or through this Website may be prohibited by law in certain countries or jurisdictions. You are solely responsible for ensuring compliance with any applicable laws of the country from which you are accessing this Website. We make no representation that the information contained herein is appropriate or available for use in any location.
b. You agree that these Terms of Service are made and partially performed in the State of Florida, and that the state courts located within Dade County, Florida and the federal district court in the Southern District of Florida, without giving effect to any principles of conflicts of law, shall have exclusive jurisdiction to resolve any controversy or claim of whatever nature arising out of, or relating to, your access and use of this Website, and that the laws of the State of Florida shall govern such dispute or claim. You hereby consent and submit to the exercise of personal jurisdiction over you by such courts for the purposes of litigating any such action, and waive any defenses of lack of minimum contacts or forum non conveniens. Notwithstanding the foregoing, we reserve the right to bring legal proceedings in any jurisdiction where we believe that infringement of these Terms of Service may be taking place or originating.
Regarding FERPA and California AB 1584 (Buchanan) Privacy of Pupil Records: 3rd-Party Digital Storage & Education Software (Education Code section 49073.1), Cybernut will abide by the following:
