THESE TERMS OF USE INCLUDE A BINDING ARBITRATION PROVISION, CLASS ACTION WAIVER, AND JURY TRIAL WAIVER THAT WILL GOVERN ANY CLAIM OR DISPUTE YOU MAY HAVE WITH COMMUNITY EDUCATION CENTER.

Community Outreach Center DBA Community Education Center (“Company”) permits use of the TRAC Portal including the content and services contained within (“Portal”) conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (the “Terms”).

The Portal Privacy Policy https://trac.coconline.org/privacy_policy.do governs the personally identifiable information we collect through the Portal and is incorporated in these Terms. To the extent the provisions of the Privacy Policy conflict with these Terms, these Terms of Use govern.

BY ACCESSING OR USING THE PORTAL IN ANY WAY, YOU EXPRESSLY AGREED TO AND ARE LEGALLY BOUND BY THE TERMS OF USE. IF YOU DO NOT AGREE TO THE TERMS, CEASE USING THE PORTAL IMMEDIATELY. THE PORTAL IS AVAILABLE ONLY TO INDIVIDUALS AND ENTITIES THAT CAN FORM LEGALLY BINDING CONTRACTS UNDER APPLICABLE LAW. WITHOUT LIMITING THE FOREGOING, THE PORTAL IS NOT AVAILABLE TO MINORS.

1. MODIFICATION OF THESE TERMS

We reserve the right in our sole discretion to change, modify, add, or remove the terms, conditions, and notices under which the Portal is offered. It is your responsibility to check periodically for any changes we may make to these Terms. Your continued use of the Portal following the effective date of changes to these Terms or other policies means you accept and consent to the changes. These Terms may not be modified except by a revised Terms posted by Company on the Portal. A revised Terms of Use will be effective as of the date it is posted.

2. NO UNLAWFUL OR PROHIBITED USE

As a condition of your use of the Portal, you warrant that you will not use the Portal for any purpose that is unlawful or prohibited by these Terms. You will comply with all applicable laws, including but not limited to, privacy laws, intellectual property laws, export control laws, and regulatory requirements. You further warrant that you will not use the Portal for any purpose that is unlawful or prohibited by these Terms and that you will take immediate action should you gain knowledge of any unlawful use of the Portal.

You will use the Portal in a professional manner, and you may not use the Portal in any manner that could damage, disable, overburden, or impair the Portal or interfere with any other party‘s use and enjoyment of the Portal.

You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided through the Portal. In the event you gain access to information or material not intended to be accessed by you, you agree that you will immediately notify us at info@coconline.org and destroy all copies of such information in your possession and not forward such information to any third parties.

You further agree you will not

• use any robot, spider, other automatic device, or manual process to monitor or copy the Portal or the contents or information contained therein;
• use any device, software or routine to interfere or attempt to interfere with the proper working of the Portal or any transaction being conducted through the Portal;
• mirror, copy, reproduce, alter, modify, create derivative works, or publicly display any content (except for any information in which you have an ownership interest) from the Portal without our prior express written consent or the appropriate third party;
• frame, scrape, data-mine, extract, or collect the content of the Portal in any form or manner;
• provide information to us that contains any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information;
• defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
• upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents;
• create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers.

3. ACCOUNTS

You may not permit anyone other than yourself to use your username and password to gain access to the Portal. You will take reasonable steps to maintain the privacy of your username and password and prevent unauthorized access to or disclosure of your username and password. You are entirely responsible for maintaining the confidentiality of your password and account and for all activities that occur under your account. If you know or suspect that your account or username and password have been compromised, please notify us immediately at info@coconline.org.

INFORMATION PROVIDED OR POSTED ON THE PORTAL

Any personally identifiable information provided to Company in connection with the use of the Portal will be processed in accordance with our Privacy Policy https://trac.coconline.org/privacy_policy.do You agree that Company is not responsible for the content, quality or accuracy of information you provide. You further represent and warrant that you will abide by all applicable data protection laws regarding personally identifiable information you submit to the Portal including obtaining any necessary consents or authorizations prior to submitting personally identifiable information.

4. LINKS TO THIRD PARTY INTEGRATIONS

We may provide links to websites or platforms that synchronize with the Portal to provide you with additional functionality, tools, or services (“third party integrations”). You acknowledge and agree we are not responsible for the availability of third party integrations and do not endorse and are not responsible or liable for any content, advertising, goods, services or other materials on, available through, or provided by third party integrations. In addition, we are not responsible for the privacy or other practices of such sites and cannot guarantee the security of any personally identifiable information that you provide or is collected by such sites. We encourage you to review the privacy policies and terms and conditions on those linked sites.

5. DISCLAIMERS AND LIMITATION OF LIABILITY

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE PORTAL MAY INCLUDE INACCURACIES, TYPOGRAPHICAL ERRORS, OR OMISSIONS. CHANGES ARE PERIODICALLY ADDED HEREIN. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND.

TO THE MAXIMUM EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, DESIGN, ACCURACY, CAPABILITY, SUFFICIENCY, SUITABILITY, CAPACITY, COMPLETENESS, AVAILABILITY, COMPATIBILITY OR ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COVERED PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING WITHOUT LIMITATION (I) ANY ERRORS IN OR OMISSIONS IN PROVIDING THE PORTAL OR THE CONTENT AVAILABLE THEREIN, (II) THE UNAVAILABILITY OR INTERRUPTION OF THE PORTAL OR ANY FEATURES THEREOF OR CONTENT, (III) USE OF THE PORTAL OR CONTENT, (IV) THE LOSS, DAMAGE OR CORRUPTION OF ANY DATA OR EQUIPMENT IN CONNECTION WITH THE PORTAL OR CONTENT, (V) THE ACCURACY, OR COMPLETENESS OF THE PORTAL OR CONTENT, OR (VI) ANY DELAY OR FAILURE IN PERFORMANCE BEYOND THE REASONABLE CONTROL OF THE COVERED PARTIES WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

FOR THE PURPOSES OF THIS CLAUSE, “COVERED PARTIES” MEANS (A) COMPANY AND ANY PARTNER, MEMBER, OFFICER, DIRECTOR, EMPLOYEE, SUBCONTRACTOR, VENDOR, AGENT, AFFILIATE, SUCCESSOR, OR ASSIGN OF COMPANY; AND (B) EACH THIRD PARTY SUPPLIER OR LICENSOR OF PORTAL CONTENT, THEIR AFFILIATES, AND ANY PARTNER, MEMBER, OFFICER, DIRECTOR, EMPLOYEE, SUBCONTRACTOR, AGENT, SUCCESSOR, OR ASSIGN OF ANY SUCH THIRD PARTY SUPPLIER OR LICENSOR OR ANY OF THEIR AFFILIATES; AND “CONTENT” SHALL INCLUDE ALL CONTENT, INFORMATION, ASSESSMENTS, SERVICES AND SOFTWARE PROVIDED ON OR THROUGH THE PORTAL. EACH COVERED PARTY IS A THIRD-PARTY BENEFICIARY OF THIS PROVISION. THE FOREGOING NOTWITHSTANDING, THIS SECTION DOES NOT LIMIT IN ANY WAY ANY CLAIMS UNDER THE INDEMNIFICATIONS GRANTED TO COMPANY AND THE COMPANY INDEMNIFIED PARTIES.

To the extent that a secondary party may have access to or view Portal content on your computer or mobile device, you are solely responsible for informing such party of all disclaimers and warnings in this Agreement.

6. AVAILABILITY OF THE PORTAL

We make no representation that the Portal is appropriate or available for use in any particular location. Those who choose to access the Site do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.

If use of the Portal and/or viewing or use of any material or content therein violates or infringes any applicable law in your jurisdiction(s), you are not authorized to view or use the Portal and must exit immediately. Your viewing and/or use of the Portal constitutes your representation that you are unconditionally and without limitation permitted to view and use the Portal and Company and its affiliates, and their owners, partners, subsidiaries, officers, each of such person‘s or entities‘ directors, employees, contractors, agents, licensors and suppliers (collectively, the "Indemnified Parties”) may rely upon such representation.

The Portal is operated from the United States, and it is possible that some software from the Portal or the products and services offered on the Portal may be subject to United States export controls. Products and services described on the Portal and software downloaded or otherwise exported or re-exported from the Portal are not intended for sale, download or export (i) into (or to a national or resident of any country that is subject to a U.S. or U.N. embargo or sanction or to anyone on the US Treasury Department‘s list of Specially Designated Nationals or anyone subject to the same or similar restrictions even if not listed or the US Commerce Department‘s Table of Deny Orders. downloading or using the software, products or services, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any of the above restricted lists or subject to such restrictions.

7. ELECTRONIC COMMUNICATIONS PRIVACY ACT NOTICE (18 U.S.C. 2701-2711)

We make no guaranty of confidentiality or privacy of any communication or information transmitted through the Portal or any web site linked to the Portal. We will not be liable for the privacy of the information, e-mail addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other content transmitted over networks accessed by the Portal, or otherwise connected with your use of the Portal.

8. COPYRIGHT AND TRADEMARK NOTICES

All materials and content contained in the Portal (including but not limited to the text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations and software), and the software itself, are copyrighted materials belonging exclusively to Company or its content suppliers and are protected by United States and international copyright law. Company enforces its copyright interests to the fullest extent permitted under the law, and shall seek civil and criminal remedies where appropriate, including the remedies provided for under sections 501 et seq. of Title 17 of the U.S. Code. All rights are reserved.

The trademarks, logos, and service marks (collectively the "Trademarks") displayed in the Portal are registered and unregistered Trademarks of the administrator(s) of the Portal and others. Nothing contained in the Portal should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed in the Portal without our written permission or the permission of such third party that may own the Trademarks displayed in the Portal. Any rights not expressly granted herein are reserved.

9. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Company and its affiliates, and their owners, partners, subsidiaries, officers, each of such person‘s or entities‘ directors, employees, contractors, agents, licensors and suppliers (collectively, the "Indemnified Parties"), from and against any and all allegations, demands, claims, liabilities, damages, fines, losses, expenses, penalties or costs of whatsoever nature, including reasonable attorneys’ fees and court costs, and whether by reason of death of or injury to any person or loss of or damage to any property or otherwise ("Claims") arising or resulting in any way from any violation of these Terms, your use or activity on the Portal, or any related act or failure to act by you and whether or not occasioned or contributed to by the negligence of the Company or any agent or employee of the Indemnified Parties or any of them (except as and to the extent prohibited by applicable law) or Claims arising from your account, including, without limitation, any Claims related to infringement by you of the intellectual property rights of any person, including without limitation, copyright, patent, trade secret, trade mark, artist rights, droit moral, privacy, publicity or rights under other intellectual property laws.

Without limiting the foregoing, if you cause a technical disruption of the Portal or the systems transmitting the Portal to you or others, you agree to be responsible for any and all losses, liabilities, expenses, damages and costs, including reasonable attorneys’ fees and court costs, arising or resulting from that disruption.

In the event that any Claim is made or any action or proceeding is brought against the Indemnified Parties, or any of them, arising out of or connected with the Terms, any such Indemnified Party may, by reasonable notice to you, require you, at your expense, to resist such Claim or take over the defense of any such action or proceeding and employ counsel for such purpose, such counsel to be subject to the prior written approval of such Indemnified Party, which approval shall be deemed to have been given hereby in the case of counsel acting for your insurance underwriters engaged in such resistance or defense. You shall cooperate with us in the defense of any Claim. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.

10. TERMINATION/ACCESS RESTRICTION

We reserve the right, in our sole and absolute discretion, to terminate your access to the Portal or any portion thereof at any time, without notice to you should you be found in violation of any of the Terms. This includes but is not limited to instances where you may show disregard for the Terms or act in an unacceptable manner, with the intent to annoy, abuse, threaten, or harass any other person, or in any other disruptive manner. We also reserve the right to refuse service and terminate accounts in our sole and absolute discretion in the event any Terms are violated.

11. RIGHT TO CANCEL OR SUSPEND USE OF SERVICES

If for any reason any portion of the Portal is not capable of running as planned, including infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, or any other causes beyond our reasonable control which corrupt or affect the administration, security, fairness, integrity, or proper conduct of the Portal, we reserve the right (but not the obligation) in our sole and absolute discretion, to prohibit you and any other individual or entity from using the Portal and to cancel, terminate, modify or suspend the Portal or any portion thereof and void such information.

12. APPLICABLE LAW

The Terms are governed by the internal substantive laws of New York, without regard to its conflict of laws principles. Jurisdiction for any claims arising under or out of this Terms shall lie exclusively with the state and federal courts within New York. If any provision of this Terms is found to be invalid by a court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Terms, which shall remain in full force and effect.

13. ARBITRATION AND WAIVER OF CLASS ACTION AND JURY TRIAL

EXCEPT AS THE TERMS OTHERWISE PROVIDE, YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND COMPANY WILL BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION AND THAT YOU WAIVE YOUR RIGHT TO BRING OR PARTICIPATE IN ANY CLASS, COLLECTIVE, OR OTHER REPRESENTATIVE ACTION.

Arbitration

Arbitration uses a neutral arbitrator to resolve a dispute instead of a judge or jury. It results in a final and binding decision that is subject to limited appellate review. By agreeing to arbitration, you waive the right to resolve your dispute through other available processes such as court or an administrative proceeding. An arbitrator must honor the terms in this Terms of Use and can generally award the same damages and relief a court can award under the law, including declaratory or injunctive relief. Certain rights that you might have in court such as access to discovery, may be unavailable or limited in arbitration.

Any dispute, controversy or claim between you and Company, its agents, employees, officers, directors, principals, successors, assigns, subsidiaries or affiliates (collectively for purposes of this section, ‘Company‘) arising out of or relating to these Terms, the Portal (collectively “Dispute”) shall be settled by final and binding arbitration.

Any arbitration will be held before a single neutral arbitrator and will be governed by the Consumer Arbitration Rules and the Consumer Due Process Protocol (collectively, "AAA Rules") of the American Arbitration Association ("AAA") as currently in effect, and as modified by these Terms, and will be administered by the AAA. You can find the AAA Rules online at https://www.adr.org/consumer or you can call the AAA at 800-778-7879, or write them at American Arbitration Association Case Filing Services, 1101 Laurel Oak Road, Suite 100, Voorhees, NJ 08043 (the “AAA Notice Address”).

All Disputes shall be governed by the laws of the State of New York, without regard to principles of conflict of laws. If there is a conflict between the AAA Rules and this arbitration clause and, the arbitrator shall resolve such conflicts so as to preserve the parties’ mutual obligation to arbitrate claims on an individual basis.

Process

You agree to first try to resolve the Dispute informally by contacting us in writing at info@coconline.org. If the Dispute is not resolve within 60 days of submission, you agree that you or Company may initiate arbitration.

Notwithstanding the foregoing, in lieu of arbitration:

• you or Company may assert a claim in small claims court in the United States if your claim qualifies, provided that it is brought and maintained solely as an individual claim; and
• you or Company may assert a claim in court to enjoin infringement or other misuse of intellectual property rights.

The arbitrator shall have sole authority to and shall address all claims or arguments by both parties, concerning the formation, legality, and enforceability of this arbitration clause, the scope of this arbitration clause, and the arbitrability of any claim or issue arising between you and Company.

To initiate the arbitration process, send a letter to the AAA and to Company, 21 Remsen Ave. Monsey, NY 10952 with a request for arbitration and a description of your claim. You may also send a copy to the AAA online at https://www.adr.org. The AAA‘s rules govern payment of all filing, administration, and arbitrator fees. Each party shall bear its own costs and expenses and an equal share of the arbitrators‘ and administrative fees of arbitration.

Arbitration may be conducted at a location that is reasonably convenient for you. Upon request of either party, the arbitration shall be conducted via telephone to the extent permitted by the AAA Rules. The arbitrator will follow these Terms of Use and the award will be final and binding. At the conclusion of arbitration, the arbitrator shall issue a written decision explaining the basis for the award. Any awarded relief shall not exceed what is allowed by applicable law and the Terms of Use. The parties agree that any declaratory or injunctive award may be vacated or corrected on appeal by either party to a court of competent jurisdiction for an error of law or legal reasoning. The parties shall bear their own costs and fees for any appeal. Judgment on any arbitration award may be entered in any court of competent jurisdiction. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

You agree that this arbitration section shall apply to any dispute or claim with other parties arising out of or relating to the Terms of Use and Portal, including the determination of the scope or applicability of this section, regardless of the date of accrual, except that you or any such third parties may take claims to small court if they qualify for hearing by such a court.

Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

If for any reason this arbitration clause is deemed inapplicable or invalid, you and we both waive to the fullest extent allowed by law, any claims to recover punitive or exemplary damages.

Jury Trial and Class Action Waiver

IF FOR ANY REASON A DISPUTE OR CLAIM MAY PROCEED IN COURT RATHER THAN IN ARBITRATION, EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY), UNLESS SUCH WAIVERS ARE UNENFORCEABLE.

Except as the Terms otherwise provide, you waive the right to a trial by jury and to the litigation of disputes in state or federal courts of general jurisdiction. You also agree that you may only resolve Disputes with Company on an individual basis and may not assert a claim as a plaintiff or a class member in a class action, class-wide arbitration, consolidated or representative action and expressly waive your right to file a class action or seek relief on a class basis.

The arbitrator may award declaratory or injunctive relief to you only on an individual basis and only to the extent necessary to provide relief warranted by the individual claim. Other rights that you would have if you went to court, such as access to discovery, also may be unavailable or limited in arbitration.

Other

If any portion of this ARBITRATION AND WAIVER OF CLASS ACTION clause is determined by a court to be inapplicable or invalid, the remainder of the clause shall still be given full force and effect.

To the extent that any other provision of the Terms is found to be inconsistent with rights, duties, and requirements of this ARBITRATION AND WAIVER OF CLASS ACTION clause, or where the application of such a provision would change or render unenforceable any part of this arbitration clause, such provision shall be null and void and the terms of this ARBITRATION AND WAIVER OF CLASS ACTION clause shall control.

14. GENERAL TERMS

The following general terms apply to you and your use of the Portal:

You agree that no joint venture, partnership, employment, or agency relationship exists between you and Company as a result of these Terms or use of the Portal.

Our performance of these Terms is subject to existing laws and legal process, and nothing contained in these Terms is in derogation of our right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Portal or information provided to or gathered by us with respect to such use.

If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms shall continue in effect.

The provisions of Sections No Unlawful Use, Limitation of Liability, Copyright, Indemnification, Arbitration, together with and any other rights and obligations which by their nature are reasonably intended to survive such termination, will survive any termination of these Terms.

Unless otherwise specified herein or agreed to by the user, these Terms constitute the entire agreement between the user and Company with respect to the Portal and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Company with respect to the Portal. A printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

This Agreement is binding upon and shall inure to the benefit of both parties and their respective successors, heirs, executors, administrators, personal representatives, and permitted assigns. You may not assign this Agreement without Company’s prior written consent. No third party shall have any rights hereunder.

15. HOW TO CONTACT US

If you have any questions regarding this Terms of Use, you may contact us at:

Phone: 845.356.9600
Email: info@coconline.org
Postal Address: 21 Remsen Ave. Monsey, NY 10952