Hope Squad General Terms & Conditions

Last Updated: May 24, 2024

If you need suicide or mental health-related crisis support, or are worried about someone else, please reach out to any of your established mental health supports, call 988, text “HOME” to 741741, or visit https://988lifeline.org/ to connect with a trained crisis counselor.

THIS DOCUMENT CONTAINS IMPORTANT INFORMATION REGARDING THE RIGHTS AND OBLIGATIONS OF SCHOOL AND FUNDING SOURCE (IF APPLICABLE) (SOMETIMES REFERRED TO HEREIN AS “YOU” OR “YOUR”) AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU REGARDING ENTERING INTO A HOPE SQUAD PROGRAM AGREEMENT, THE ACCESS TO AND USE OF THE WEBSITE LOCATED AT
WWW.HOPESQUAD.COM (THE “WEBSITE”), AND ANY ASSOCIATED CONTENT, FUNCTIONALITY, OR SERVICES PROVIDED BY HOPE SQUAD (TOGETHER WITH THE WEBSITE, COLLECTIVELY, THE “SERVICES”). PLEASE READ THESE HOPE SQUAD GENERAL TERMS AND CONDITIONS (THE “TERMS AND CONDITIONS”) CAREFULLY, AS THEY ARE EXPRESSLY INCORPORATED BY REFERENCE INTO CERTAIN HOPE SQUAD PROGRAM AGREEMENTS, AND/OR OTHER AGREEMENTS ENTERED INTO BY YOU AND HOPE SQUAD. DEFINED TERMS NOT DEFINED HEREIN SHALL HAVE THE DEFINITION SET FORTH IN THE EXECUTED AGREEMENT BETWEEN SCHOOL, FUNDING SOURCE, AND HOPE SQUAD (IF APPLICABLE).

THESE TERMS AND CONDITIONS REQUIRE THE USE OF MANDATORY ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS. BY ACCEPTING THESE TERMS AND CONDITIONS, YOU AGREE TO RESOLVE ANY DISPUTE IN ANY WAY ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS, THE AGREEMENT, THE PROGRAM, OR THE SERVICES THROUGH BINDING ARBITRATION OR SMALL CLAIMS DISPUTE PROCEDURES OR AS OTHERWISE SET FORTH HEREIN, AND YOU AGREE TO WAIVE YOUR RIGHTS TO PARTICIPATE IN A CLASS ACTION SUIT.

IF YOU ARE AGREEING TO THESE TERMS AND CONDITIONS ON BEHALF OF AN ENTITY OR AGENCY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY OR AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THESE TERMS AND CONDITIONS AND AGREE THAT YOU ARE BINDING BOTH YOU AND THAT ENTITY OR AGENCY TO THESE TERMS AND CONDITIONS. IN THAT EVENT, “YOU” OR “YOUR” WILL REFER AND APPLY TO YOU AND THAT ENTITY OR AGENCY IN ADDITION TO YOU.

BY ACCEPTING THESE TERMS AND CONDITIONS, YOU ALSO AGREE TO THE HOPE SQUAD PRIVACY POLICY, LOCATED AT
WWW.HOPESQUAD.COM/PRIVACY, WHICH IS INCORPORATED BY REFERENCE INTO THESE TERMS AND CONDITIONS AND MAY BE UPDATED FROM TIME TO TIME IN HOPE SQUAD’S SOLE DISCRETION.

1. Introduction. These Terms and Conditions supplement and are incorporated by reference into certain Hope Squad Program Agreements by and among certain Schools, Funding Sources, and Hope Squad. Please review these Terms and Conditions carefully, and if you do not agree to abide by these Terms and Conditions, you are prohibited from signing a Hope Squad Program Agreement and accessing or using the Program and Services provided by Hope Squad. Your executed Agreement and these Terms and Conditions comprise the entire agreement between you and Hope Squad. In the event of a dispute or inconsistency between these Terms and Conditions and the Agreement, the parties agree that any written negotiated terms of the Agreement shall control and apply.

2. Government Entity. If School is a government entity (including local, state, or federal) whose freedom of contract is restricted or limited by a government procurement statute or regulation, or any other mandatory government regulation, rule, or policy (collectively, “Procurement Statute(s)”), then the terms of this Section shall apply. To the extent any term or condition of this Agreement conflicts with or is restricted or limited by a Procurement Statute (each a “Conflicting Term”), the Conflicting Term shall be automatically reformed, construed, and enforced so as to (i) comply with the Procurement Statute; and (ii) most nearly give effect to the intent of the original term or condition as expressed in this Agreement.

3. Program Integrity. You understand that the Program is NOT a therapy model and does not replace care needed from a mental health professional. You understand and agree to the following related to the Program:

(a) Program. You agree to follow all Hope Squad guidelines and rules and understand that failure to follow any aspect of the Hope Squad guidelines may compromise the success of the Program and any related Services provided by Hope Squad. Furthermore, the Program and Services may not be perfectly suited to every student, and the decision to participate is up to the student, School administration, School Advisor(s), and parent(s)/guardian(s) of students. Hope Squad is not responsible for failed implementation of the Program or any Services and the provision of the Program shall only be provided by authorized and trained members of the School.

(b) Squad Members & Nominations. School agrees to follow Hope Squad guidelines for Hope Squad Member nominations. School understands that even if a student receives many nominations, they may not be a good fit to serve as a Hope Squad Member. The final decision on Hope Squad members will be decided by School administration, School Advisor(s) and dependent upon parental permission (i.e., parents must sign the Parent Permission & Release form before Hope Squad Members may participate).

(c) Program Evaluation Data Collection. School agrees to furnish certain Program data requested by Hope Squad, such as Hope Squad Member, School Advisor, administrator surveys, and the Hope Squad Mental Health Referral Form.

(d) Compliance with Law. School acknowledges that wherever applicable, it maintains and will continue to maintain compliance with the Family Educational Rights and Privacy Act (“FERPA”), and its implementing regulations. School further agrees to take the necessary steps to safeguard student education records and protect the privacy rights of parents and eligible students as required by all applicable laws and regulations. For the avoidance of doubt, Hope Squad shall have no duty to verify or ensure School’s compliance with FERPA and any other applicable laws and regulations.

(e) Multi-Year Implementation. School and Funding Source understand that the Program and its curriculum are designed to be most effective as a multi-year implementation. School and Funding Source each understand that Program membership is for the duration of the Term, and School (or Funding Source if applicable) must pay a mandatory license fee required to maintain access to the Services. School and Funding Source understand that the annual license fee may increase over time as needed to support the same level of implementation of the Program and the Services provided by Hope Squad.

(f) Use of Funds. In the event funds have been specifically allocated by School or Funding Source for a specific Program and such Program is not implemented, those specific funds shall not be used for any other Program or school without the express written consent of an authorized representative of Hope Squad.

(g) Training. School agrees to provide, and maintain, at least one (1) Advisor for the duration of the Term, and depending on School’s size, more than one (1) Advisor may be required. School (or Funding Source as applicable) agrees to provide training and financial support. All Advisors must complete the Hope Squad Certified Advisor Training (hereinafter called “Training”) before teaching Program curriculum and must subsequently participate in refresher trainings as provided by Hope Squad.

(h) Mental Health Partners. School agrees to develop and maintain an active and close partnership with at least one (1) local mental health agency or organization (e.g., health department, hospital, private provider, etc.). School will develop a clear referral process that will make access available to local mental health resources and/or services for students who self-identify or are otherwise identified to require such services.

(i) Promotional Materials & Merchandise. School understands that Hope Squad strongly suggests School purchase all promotional materials and merchandise from www.hopesquad.axomo.com. Alternately, School understands if they choose to utilize a vendor other than that listed above, the vendor is required to sign a vendor agreement with Hope Squad in a form acceptable to Hope Squad.

(j) Gatekeeper Training. School and Funding Source (as applicable) agree to provide verification of or have at least one (1) Advisor complete an evidence-based gatekeeper training, such as QPR’s Certified QPR (Question Persuade Refer) Gatekeeper Instructor Training. This one-time training cost is not included in the annual program license fees. This gatekeeper requirement applies only to secondary schools. School is responsible for ensuring this certification is up to date.

(k) Link to Hope Squad Website. School agrees to link to the Hope Squad website from its website.

4. License of Hope Squad Marks.

(a) Grant of License. During the Term and subject to the terms of these Terms and Conditions, Hope Squad hereby grants to School, and School hereby accepts, the limited, non-exclusive, non-transferable, non-sublicensable, non-franchiseable, license and right to use the Program Marks solely for the Permitted Uses and the provision of the Program and Services. Any other use of Program Marks by School shall be subject to the prior written approval of an authorized representative of Hope Squad. The parties acknowledge and agree that the rights granted hereunder (including the use of any Program Marks) shall be limited to School except the Internet, which is inherently worldwide, to promote the Program in the School.

Program Marks” means the words “Hope Squad” and includes any relevant Program marks and logos.

Permitted Uses” means only the following: (i) on School’s website, and (ii) on School’s marketing and promotional materials, including flyers and emails, in which no other third-party items are present other than an official Program sponsor as deemed by Hope Squad. For the avoidance of doubt, no sponsor logos, other than Hope Squad’s logo, are permitted on the same marketing piece that contains Program Marks without prior written approval from Hope Squad.

(b) School’s Use of the Program Marks. School represents, warrants, and agrees that its use of the Program Marks shall not be derogatory to, critical of, or otherwise reflect unfavorably to Hope Squad or the Program. School shall: (a) observe such requirements with respect to notice, use, and other reasonable requirements as Hope Squad may require from time to time; (b) not misuse any Program Marks, bring them into disrepute or otherwise use any Program Marks in any manner that is inconsistent with the specific terms of these Terms and Conditions; (c) not use the Program Marks to perform any activity or to incur any obligation or indebtedness in such a manner as may subject Hope Squad to liability; and (d) not register or apply to register any domain or social media accounts containing the Program Marks or any mark confusingly similar thereto without the written permission of Hope Squad. Hope Squad shall have the right, but not the obligation, to approve any use of the Program Marks before School uses such Program Marks. Hope Squad shall have the right, in their sole and absolute discretion, to withdraw their approval with respect to any use of the Program Marks if such use (i) ceases to be acceptable to Hope Squad, (ii) upon the happening of an event which might compromise or reflect unfavorably upon the good name, goodwill, reputation, or image of Hope Squad, or which might jeopardize or limit any of Hope Squad’s proprietary or other right, title, or interest in or to any Program Mark or (iii) if required by Hope Squad. If at any time Hope Squad withdraws its approval of a use as provided in the immediately preceding sentence, School shall immediately cease all such uses of the Program Marks and such use shall no longer be considered a Permitted Use hereunder. School and Funding Source (if applicable) shall be responsible for all costs incurred in connection with (x) any use by School of the Program Marks and (y) ceasing any such use.

(c) Hope Squad Ownership. You acknowledge and agree that Hope Squad exclusively owns or is the exclusive licensee (as applicable) of the Program Marks and all copyrights, trademarks and service marks, and other intellectual property rights in and to them. You further acknowledge and agree that Hope Squad shall own worldwide in perpetuity all tangible and intangible rights (including all intellectual property rights) in and to the following materials (collectively, “Proprietary Materials”): (i) all artwork, art, images, or photographs (A) produced or created under the these Terms and Conditions or in connection with your affiliation with the Program, and (B) bearing any Program Marks or incorporating graphic depictions of the Program Marks, as well as duplicates and copies thereof (“Artwork”); (ii) all promotional materials depicting any Program Marks; (iii) all secondary marks or promotional concepts developed for use and used in connection with any Program Marks (“Secondary Marks”); (iv) all derivative work (as defined in the U.S. Copyright Act, 17 U.S.C. §105) of the Program Marks, Secondary Marks, promotional materials depicting any Program Marks or Artwork; (v) all materials that are created through combining other material described in clauses (i) through (iv) and (vi) of this Section 4(c); and (vi) any new content created by you that: (A) makes any use of the Program Marks or other branding owned or controlled by Hope Squad, or (B) is confusingly similar to, or otherwise infringes upon, the Program Marks or any other name, brand, or mark owned or controlled by Hope Squad. Your use of the Program Marks pursuant to the license granted herein is for the benefit of Hope Squad and will inure to the benefit of Hope Squad, and you shall not acquire any rights in any of them by such use. For the avoidance of doubt, (1) Hope Squad shall continue to own worldwide in perpetuity all tangible and intangible rights (including all intellectual property rights) to the Program Marks and Proprietary Materials following termination or expiration of these Terms and Conditions; and (2) School shall have no rights to use the Program Marks and Proprietary Materials following termination or expiration of these Terms and Conditions.

(d) No Alterations or Modifications of Program Marks. School shall not create or use new versions, adaptations, or variations of any Program Marks either by alteration or by combining the Program Marks with other marks, words, or designs.

(e) No Challenges. You agree that the Program Marks are valid and fully subsisting, and that you shall not (i) directly, or indirectly, infringe the Program Marks or Proprietary Materials, (ii) contest or aid in contesting the validity or ownership and rights of Hope Squad to the Program Marks or Proprietary Materials or take any other action in derogation of Hope Squad’s rights in and to the Program Marks or Proprietary Materials, (iii) attack the validity of these Terms and Conditions or the license granted herein or (iv) apply for or seek to obtain trademark, copyright, or any other proprietary right or other protection or restriction in and to the Program Marks.

(f) Domains and Social Media Accounts. School may not register or apply to register any domain or social media account containing or including the Program Marks or any mark confusingly similar thereto without the prior written permission of Hope Squad. Should Hope Squad consent to the registration of any domain including the Program Marks, such domain shall be registered in the name of Hope Squad. School shall cause an authorized representative of School to remain the technical contact with the domain name registrar. Upon registration of any domain or social media account or upon the prior written request of Hope Squad, School shall provide to Hope Squad the password and contact information with respect to the domain and social media accounts. School shall immediately notify Hope Squad in writing upon any change to the password or contact information for any domain or social media account permitted to be registered under this Section. All such domains and social media accounts permitted to be registered under this Section shall be considered part of the Program Marks and shall be subject to all other terms of these Terms and Conditions applicable to such Program Marks, including without limitation, Hope Squad’s exclusive ownership thereof. Without limiting Hope Squad’s other rights or remedies, Hope Squad may disable Hope Squad’s access to any domain or social media account permitted to be registered under this Section for any or no reason and without notice to School.

(g) Unauthorized Use of the Program Marks. You agree to promptly notify Hope Squad of any unauthorized use of the Program Marks of which you have knowledge. Hope Squad shall have sole discretion to bring proceedings alleging infringement of the Program Marks or unfair competition relating thereto. You agree to provide Hope Squad reasonable cooperation and assistance with respect to any such infringement proceedings.

(h) Public Announcements. You agree that you will not make any public statement or post about the relationship of the parties without the prior written consent of Hope Squad.

5. Works and Rights.

(a) Works. You acknowledge and agree that, as between the parties, Hope Squad exclusively and in perpetuity owns and controls any and all rights to video tape, broadcast, telecast, display, publish, reproduce, film, exhibit, distribute, photograph, exploit, record, print or otherwise make use of, and any and all rights to authorize others to do so, whether on behalf of Hope Squad or for its own accounts, any film, audio, depiction, audio visual, video, material, recording, document, image, record, statistic, data (of any kind, including biometric data), photo, sound, or any other type of information or experience or content that is capable of being captured or recorded by any means arising from, related to or during any Program activity or event, any service performed by School pursuant to the terms herein or otherwise related to the Program or Hope Squad, or any of its activities or business (collectively, the “Works”) in any manner whatsoever, alone or in composite or conjunction with other materials, in any and all media, whether now known or hereafter devised (collectively, “Media”), in or by any manner, method or device (whether now known or hereafter devised), and all other rights, privileges, benefits, matters and things incident to or arising out of all or any of the foregoing, including for any and all commercial and non-commercial purposes, such as for purposes of advertising and promoting Hope Squad or the Program.

(b) Name, Image, Likeness, Etc. School hereby grants, for itself on behalf of its students, faculty, parents, and other participants (collectively, “Participants”), to Hope Squad, the exclusive, perpetual, royalty-free, irrevocable, fully-paid up, worldwide right and license to use, exhibit, edit, disseminate, display, reproduce, print, publish, publicly perform, and make any other uses of School’s or its Participants’ image, name, sobriquet, marks, logos, voice, movements, gestures, actions, persona, signature, likeness, uniform, biomaterial, biographical material, and other indicia and attributes of School and its Participants, in any manner whatsoever, alone or in composite and/or conjunction with any other materials, on, via, or through any and all Media, in connection with, related to or for any purpose of: (i) any of the rights to the Works described above; (ii) any advertising, promotion, publicity, operation, or exploitation of the Program, and (iii) on the Website in connection with the Program or the Services.

(c) Rights. The rights described in the foregoing Sections 5(a) and 4(b) are collectively referred to herein as the “Rights”. School acknowledges and agrees that (i) the Rights granted to Hope Squad shall expressly survive any termination or expiration of these Terms and Conditions, and (ii) that Hope Squad has the exclusive and unrestricted right in perpetuity, exercisable in its sole and absolute discretion, to: (x) sell, assign, exploit, lease, license, sublease, use, or otherwise dispose of any and all of the Rights and the results of the exercise thereof, and to authorize, license, and grant the right to exercise any of the Rights and to retain the proceeds therefrom, (y) do all things necessary for the full and complete use, exploitation, and exercise of the Rights, including the right to promote and exploit all Rights granted hereunder, and the right to negotiate, enter into, and perform any and all agreements relating to the Rights, and (z) receive and retain all subscription revenues, advertising revenues, merchandise and e-commerce revenues, sponsorship revenues, and all other revenues of all kinds whatsoever (regardless of source) related to Hope Squad, the Rights, the Program, or any services performed by School or its Participants pursuant to the terms herein (and, for clarity, School shall have no such right).

6. Confidential Information. All non-public, confidential, or proprietary information of Hope Squad, including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing (collectively, “Confidential Information”), disclosed by Hope Squad to School, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated, or otherwise identified as “confidential,” in connection with the provision of the Program and the Services is confidential, and shall not be disclosed or copied by School without the prior written consent of Hope Squad. Confidential Information does not include information that is: (i) in the public domain, (ii) known to School at the time of disclosure, or (iii) rightfully obtained by School on a non-confidential basis from a third party.

7. Payment. You agree to pay Hope Squad all applicable fees and taxes from purchased Services (“Paid Content”) and agree to any additional payment terms specific to the Paid Content in accordance with the terms of the Agreement. Failure to pay these fees will result in the termination of any Paid Content and the Agreement. You further agree that:

(a) Hope Squad may store and continue billing your payment method (e.g., credit card) even after it has expired, to avoid interruptions in your Paid Content and to use to pay other Paid Content you may buy;

(b) unless otherwise provided by the applicable terms or by applicable law, all purchases of Paid Content are final and non-refundable;

(c) Hope Squad may calculate taxes payable by you based on the billing information that you provide us at the time of purchase.

8. Mandatory Arbitration. PLEASE READ CAREFULLY. Any dispute, claim, or controversy arising out of or relating to, the Agreement, the Services, or these Terms and Conditions, including the breach, termination, enforcement, interpretation, or validity thereof, shall be resolved by arbitration in accordance with the rules and procedures of JAMS in Hamilton County, Ohio, then in effect, provided that, nothing in this Section shall bar Hope Squad from seeking injunctive relief in emergent circumstances, including but not limited to the dissemination of its intellectual property. The arbitration shall be conducted by a single arbitrator appointed by JAMS in accordance with its rules. The arbitration shall be held in Hamilton County, Ohio unless the parties mutually agree to another location. The decision of the arbitrator shall be final and binding upon the parties and may be enforced in any court of competent jurisdiction.

(a) You acknowledge that arbitration is a mandatory condition of these Terms and Conditions. However, you may opt out of this arbitration provision by giving Hope Squad written notice within thirty (30) days of agreeing to these Terms and Conditions. If an opt-out notice is timely provided, the dispute resolution provisions provided herein shall not apply, and any disputes shall be resolved through litigation in the courts of the State of Ohio.

(b) The costs of the arbitration, including arbitrator fees and expenses, shall be borne equally by the parties, unless the arbitrator directs otherwise in the award.

(c) Each party shall bear its own attorneys' fees, expert witness fees, and other expenses incurred in connection with the arbitration proceedings.

(d) Your use of the Program, the Services, these Terms and Conditions, and this arbitration provision shall be governed by and construed in accordance with the laws of the state of Ohio, without regard to its conflict of law principles.

(e) RESTRICTIONS ON ARBITRATION: ALL DISPUTES, REGARDLESS OF THE DATE OF ACCRUAL OF SUCH DISPUTE, SHALL BE ARBITRATED ON AN INDIVIDUAL BASIS. ANY DISPUTES YOU MAY HAVE AGAINST HOPE SQUAD, AND ANY OF THEIR AFFILIATES, SUBSIDIARIES, LICENSORS, SERVICE PROVIDERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, SUPPLIERS, SUCCESSORS AND ASSIGNS, YOU HEREBY AGREE TO BIFURCATE AND ARBITRATE AGAINST THEM INDIVIDUALLY IN HAMILTON COUNTY, OHIO. YOU ARE WAIVING YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT AND TO CERTAIN DISCOVERY AND OTHER PROCEDURES THAT ARE AVAILABLE IN A LAWSUIT. YOU AND HOPE SQUAD AGREE THAT THE ARBITRATORS HAVE NO AUTHORITY TO ORDER CONSOLIDATION OR CLASS ARBITRATION OR TO CONDUCT CLASS-WIDE ARBITRATION PROCEEDINGS, AND ARE ONLY AUTHORIZED TO RESOLVE THE INDIVIDUAL DISPUTES BETWEEN YOU AND HOPE SQUAD AND THEIR AFFILIATES, SUBSIDIARIES, LICENSORS, SERVICE PROVIDERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, SUPPLIERS, SUCCESSORS, AND ASSIGNS. FURTHER, YOU WILL NOT HAVE THE RIGHT TO CONSOLIDATION OR JOINDER OF INDIVIDUAL DISPUTES OR ARBITRATIONS, TO HAVE ANY DISPUTE ARBITRATED ON A CLASS ACTION BASIS, OR TO PARTICIPATE IN A REPRESENTATIVE CAPACITY OR AS A MEMBER OF ANY CLASS PERTAINING TO ANY CLAIM SUBJECT TO ARBITRATION.

(f) THE VALIDITY, EFFECT, AND ENFORCEABILITY OF THE FOREGOING WAIVER OF CLASS ACTION LAWSUIT AND CLASS-WIDE ARBITRATION, IF  CHALLENGED, ARE TO BE DETERMINED SOLELY AND EXCLUSIVELY BY THE STATE AND FEDERAL COURTS LOCATED IN HAMILTON COUNTY, OHIO.

(g) WITHOUT WAIVING THE RIGHT TO APPEAL SUCH DECISION, SHOULD ANY PORTION OF THIS SECTION 8 BE STRICKEN FROM THESE TERMS AND CONDITIONS OR DEEMED OTHERWISE INVALID OR UNENFORCEABLE, THEN THIS ENTIRE SECTION 8 (OTHER THAN THIS SENTENCE) SHALL BE STRICKEN FROM THESE TERMS AND CONDITIONS AND ANY AND ALL DISPUTES SHALL PROCEED IN THE STATE AND FEDERAL COURTS LOCATED IN HAMILTON COUNTY, OHIO AND BE DECIDED BY A JUDGE, SITTING WITHOUT A JURY, ACCORDING TO APPLICABLE COURT RULES AND PROCEDURES, AND NOT AS A CLASS ACTION LAWSUIT.

9. Disclaimer of Warranties. HOPE SQUAD DOES NOT WARRANT THAT ACCESS TO THE PROGRAM OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES HOPE SQUAD MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE PROGRAM OR THE SERVICES. THE SERVICES AND THE PROGRAM ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. HOPE SQUAD MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE PROGRAM, THE SERVICES, OR ANY ACTIVITIES OR ITEMS RELATED TO THESE TERMS AND CONDITIONS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HOPE SQUAD DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, HOPE SQUAD HEREBY DISCLAIMS ANY WARRANTIES CONCERNING THE ACCURACY OR RELIABILITY OF THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PROGRAM AND THE SERVICES, INCLUDING, WITHOUT LIMITATION, THE RESULTS OF ACTING UPON ANY ADVICE OBTAINED THROUGH THE PROGRAM OR ANY SERVICES. SOME JURISDICTIONS MAY NOT ALLOW ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. YOUR SOLE AND EXCLUSIVE REMEDY AGAINST HOPE SQUAD WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES, OR DISSATISFACTION IS FOR YOU TO DISCONTINUE YOUR USE OF THE PROGRAM AND SERVICES.

10. Disclaimer Regarding Suicide Prevention. SCHOOL ACKNOWLEDGES AND AGREES THAT THE PROGRAM AND SERVICES ARE INTENDED TO PROMOTE YOUTH SUICIDE PREVENTION AND MENTAL WELLNESS, BUT THAT PARTICIPATION IN THE PROGRAM DOES NOT GUARANTEE PREVENTION OF SUICIDE OR OTHER MENTAL HEALTH ISSUES OR CONCERNS. SCHOOL FURTHER ACKNOWLEDGES AND AGREES THAT HOPE SQUAD SHALL IN NO WAY BE LIABLE FOR ANY DAMAGES, LOSSES, INJURIES, OR DEATH ARISING FROM OR RELATED TO THE FAILURE TO PREVENT SUICIDE OR ADDRESS MENTAL HEALTH ISSUES OR CONCERNS AMONG STUDENTS, PARTICIPANTS, OR OTHER INDIVIDUALS. THE PROGRAM AND SERVICES ARE IN NO WAY MEANT TO PROVIDE MEDICAL OR PSYCHOLOGICAL ADVICE AND ARE NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL ADVICE, DIAGNOSIS, OR TREATMENT.

11. Limitation of Liability. THE SCHOOL’S USE OF AND ACCESS TO THE PROGRAM AND SERVICES AND IS AT SCHOOL’S OWN RISK. IN NO EVENT SHALL HOPE SQUAD OR ANY OF ITS PREDECESSORS, SUCCESSORS, PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, INVESTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, ATTORNEYS AND THEIR RESPECTIVE HEIRS, SUCCESSORS, AND ASSIGNS (THE “HOPE SQUAD PARTIES”) BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR OTHER DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE ACCESS TO OR USE OF THE PROGRAM, SERVICES, OR OTHERWISE ARISING OUT OF OR RELATING TO THE PROGRAM OR SERVICES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF THE HOPE SQUAD PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THIS WAIVER APPLIES, WITHOUT LIMITATION, TO ANY DAMAGES OR INJURY ARISING FROM ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, OR DELAY IN OPERATION OR TRANSMISSION. IN NO EVENT SHALL HOPE SQUAD’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE PROGRAM OR SERVICES, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO HOPE SQUAD.

12. Indemnification. School and Funding Source (to the extent applicable) shall jointly and severally indemnify and hold harmless the Hope Squad Parties from and against any and all claims, actions, suits, losses, liabilities, expenses, damages, and costs, including reasonable attorneys’ fees and costs, made by any third party related to or arising out of: (i) School’s access to or use of the Program or Services; (ii) School or Funding Source’s actual or alleged breach of the Agreement; or (iii) any infringement by School or Funding Source of any intellectual property or any other right of any person or entity. School and Funding Source (to the extent applicable) shall cooperate fully as reasonably required in the defense of any such claim. Hope Squad reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by School or Funding Source (if applicable).

13. Term. Unless otherwise agreed to by the parties in writing, the initial term of the Agreement shall be for four years (the “Initial Term”). Following the Initial Term, the Agreement shall automatically renew for successive one-year periods (each successive one-year period a “Renewal Term,” and together with the Initial Term, the “Term”) until terminated in accordance with the Agreement.

14. Termination.

(a) School or Hope Squad may terminate the Agreement, these Terms and Conditions, or the Services by providing forty-five (45) days’ written notice to the other party before the end of the Term or upon the mutual written agreement of the parties.

(b) In addition to any remedies that may be provided under the Agreement, these Terms and Conditions or the Services, Hope Squad may terminate the Agreement, these Terms and Conditions, or the Services with immediate effect upon written notice to School, if School or Funding Source (if applicable):

i. fails to pay any amount when due to Hope Squad; or

ii. has not otherwise performed or complied with any of the terms of the

Agreement, the Services, or these Terms and Conditions, in whole or in part.

(c) Upon termination of the Agreement for any reason, School or Funding Source (if applicable) agrees to pay Hope Squad for all fees and expenses accrued up to the effective date of termination, including but not limited to fees for Services rendered, expenses incurred, and any outstanding invoices.

15. Survival. After these Terms and Conditions terminate, the terms and conditions therein that expressly or by their nature contemplate performance after these Terms and Conditions terminate or expire will survive and continue in full force and effect. For example, the provisions requiring arbitration, injunctive relief, protecting intellectual property, indemnification, payment of fees, and setting forth limitations of liability each, by their nature, contemplate performance or observance after these Terms and Conditions have terminated. Without limiting any other provisions of these Terms and Conditions, the termination hereof for any reason will not release you from any obligations incurred prior to termination of these Terms and Conditions or that thereafter may accrue in respect of any act or omission prior to such termination.

16. Waiver. No waiver by Hope Squad of any of the provisions of the Agreement is effective unless explicitly set forth in writing and signed by Hope Squad. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from the Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

17. Assignment. Neither School nor Funding Source shall assign any of its rights or delegate any of its obligations under the Agreement without the prior written consent of Hope Squad. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves School or Funding Source of any of its obligations under the Agreement.

18. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth in the Agreement or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally  recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) [or email], or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in the Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.

19. Severability. If any term or provision of the Agreement, or these Terms and Conditions is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of the Agreement or these Terms and Conditions or invalidate or render unenforceable such term or provision in any other jurisdiction.

20. Force Majeure. Hope Squad will not be responsible for the failure to perform or any delay in performance of any obligation hereunder for a reasonable period due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, epidemic, pandemic, national health emergencies, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations, or restrictions imposed by law, or any other similar conditions beyond the reasonable control of such party.

21. Governing Law. Your use of the Services, the Agreement and these Terms and Conditions, shall be governed in accordance with the laws of the state of Ohio, without regard to conflict of law provisions (except for those that would permit the adoption and application of Ohio law).

22. Amendment and Modification. Hope Squad reserves the right to unilaterally amend, modify, or revise these Terms and Conditions at any time and from time to time without prior notice. Any changes to the Terms and Conditions will become effective immediately upon posting of the revised Terms and Conditions to the Hope Squad website and shall be incorporated into the Agreement. Hope Squad may, at its sole discretion, provide notice of material changes to the Terms by posting a notice on Hope Squad’s website. It is your responsibility to review the Terms and Conditions periodically for any updates or changes to the Terms and Conditions. Your continued use of the Program and Services following the posting of revised Terms and Conditions means that you accept and agree to these changes.

23. Contact. Should you have questions or concerns about these Terms and Conditions, please contact us at [email protected].