USER TERMS OF USE

These User Terms of Use (these “Terms of Use”) govern your use of the Strategy Builder, including any related or associated software, materials or other intellectual property (collectively, the “Strategy Builder”) made available to you by the W.K. Kellogg Foundation (“WKKF”).    

BY CHECKING THE APPROPRIATE BOX OR USING OR CONTINUING TO USE THE STRATEGY BUILDER, YOU ACCEPT THESE TERMS OF USE AND AGREE THAT YOU ARE LEGALLY BOUND BY THEM AND CONFIRM THAT YOU HAVE READ, UNDERSTOOD AND AGREED TO BOTH THESE TERMS OF USE AND WKKF’S GENERAL WEBSITE TERMS OF USE (LOCATED HERE) (THE “GENERAL TERMS OF USE”) AND PRIVACY POLICY (LOCATED HERE) (THE “PRIVACY POLICY”), BOTH OF WHICH ARE INCORPORATED HEREIN BY REFERENCE.  IF YOU DO NOT AGREE TO THESE TERMS OF USE, THEN DO NOT CHECK THE APPROPRIATE BOX AND YOU WILL HAVE NO LICENSE TO, AND MUST NOT INSTALL, ACCESS, OR USE, THE STRATEGY BUILDER.

1. License Grant. Subject to your strict compliance with these Terms of Use, WKKF hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited license to use the Strategy Builder solely in accordance with these Terms of Use. WKKF may terminate or revoke the license set forth herein at any time, and reserves the right to grant or deny access to, or the right to use, the Strategy Builder in its sole discretion at any time. 

2. Use Restrictions. You shall not, directly or indirectly:

(a) use the Strategy Builder except as set forth in Section 1;

(b) copy, modify, translate or adapt the Strategy Builder or any part thereof;

(c) combine the Strategy Builder or any part thereof with, or incorporate the Strategy Builder or any part thereof in, any other programs;

(d) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Strategy Builder or any part thereof;  

(e) remove, disable, circumvent, or otherwise create or implement any workaround to, or attempt to do so regarding, any technological copy protection or other security features that may be included in the Strategy Builder that is designed to prevent unauthorized use of the Strategy Builder;

(f) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices included on or in the Strategy Builder, including any copy thereof;

(g) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise provide any access to or use of the Strategy Builder or any features or functionality of the Strategy Builder, for any reason, to any other person or entity;

(h) use WKKF’s name to express or imply endorsement, sponsorship, affiliation or association of you with or by WKKF; 

(i) use the Strategy Builder for any lobbying or similar activity, including any communication, direct or indirect, with any governmental official for the purpose of influencing or impacting any legislative action or administrative action or otherwise influencing or impacting governmental or administrative policy; or 

(j) use the Strategy Builder in violation of any federal, state, or local law, regulation, or rule.

3. Collection and Use of Information.

(a) WKKF may, directly or indirectly, use, collect and store information regarding use of the Strategy Builder in an aggregated, anonymized form, such that you are not able to be identified, and you will have no ownership interest in such aggregated, anonymized data. 

(b) You agree that WKKF may use such information for any purpose, including: (i) improving the performance of the Strategy Builder or developing updates; and (ii) verifying compliance with the terms of these Terms of Use and enforcing WKKF’s rights, including all intellectual property rights in and to the Strategy Builder.  

4. Intellectual Property Rights. You acknowledge that the Strategy Builder is provided under license, and not sold or transferred, to you. You do not acquire any ownership interest whatsoever in the Strategy Builder under this Agreement, or any other rights in or to the Strategy Builder other than to use the Strategy Builder in accordance with the license granted under these Terms of Use, subject to all terms, conditions, and restrictions. WKKF (and its service providers, if any) reserves and shall retain its entire right, title, and interest in and to the Strategy Builder and all intellectual property and proprietary rights arising out of or relating to the Strategy Builder, subject to the limited license expressly granted to you in these Terms of Use. You shall use commercially reasonable efforts to safeguard the Strategy Builder (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access.

5. User Materials

The Strategy Builder allows users to upload, transmit and display content or materials that may be incorporated or used in the output of the Strategy Builder (“User Materials”).

You represent and warrant that: 

• You own or control all rights in and to the User Materials and have the right to use or exploit the same; and 
• All of your User Materials do and will comply with these Terms of Use. 

You understand and acknowledge that you are responsible for any User Materials you submit or contribute, and you, not WKKF, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.  WKKF is not responsible or liable to any third party for the content or accuracy of any User Materials provided, uploaded or otherwise used in connection with the Strategy Builder. 

6. Disclaimer of Liability. IN NO EVENT WILL WKKF OR ITS AFFILIATES BE LIABLE TO YOU OR ANY PARTY FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE STRATEGY BUILDER OR ANY OUTPUT OR PRODUCT THEREOF. YOU ARE PROVIDED THE STRATEGY BUILDER ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, (A) ALL EXPRESS AND IMPLIED WARRANTIES REGARDING THE STRATEGY BUILDER ARE EXPRESSLY DISCLAIMED, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) FOR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND (B) NEITHER WKKF NOR ANY PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE STRATEGY BUILDER SHALL BE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES ARISING OUT OF YOUR ACCESS, USE OR INABILITY TO USE THE STRATEGY BUILDER, OR ANY ERRORS OR OMISSIONS IN THE CONTENT OF THE STRATEGY BUILDER. WHILE WKKF TAKES REASONABLE PRECAUTIONS TO PROTECT AGAINST COMPUTER VIRUSES AND/OR OTHER MALICIOUS PROGRAMS WITHIN THE STRATEGY BUILDER, WKKF ACCEPTS NO LIABILITY FOR THEM.

7. Export Regulation. The Strategy Builder may be subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Strategy Builder to, or make the Strategy Builder accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Strategy Builder available outside the U.S.

8. Governing Law. These Terms of Use are governed by and construed in accordance with the internal laws of the State of Michigan without giving effect to any choice or conflict of law provision or rule (whether of the State of Michigan or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Michigan. Any claim or litigation reactive to these Terms of Use shall be filed in the State of Michigan. 

9. Prohibited Use by Children Under the Age of 13.  The Strategy Builder and its contents are not directed at children under the age of 13, and no child under the age of 13 should use the Strategy Builder.10. Miscellaneous.  The use of the word “including” and “includes” shall be deemed to be followed by the words “(without limitation)”.  In the event of any conflict between any term or terms of these Terms of Use and the General Terms of Use or the Privacy Policy, the applicable term or terms of the General Terms of Use or the Privacy Policy, as the case may be, shall govern.