1. Acceptance
These Terms of Use (these "Terms") are a binding agreement between Volentas LLC, a Texas limited liability company ("Volentas," "we," "us," or "our"), and each person who accesses or uses the website located at volentas.com, including its subdomains and the interactive features served from them (collectively, the "Site"). By accessing or using the Site, you accept these Terms and our Privacy Policy, which is incorporated by reference. If you do not accept these Terms, do not use the Site.
If you access or use the Site on behalf of an institution, organization, or other entity, you represent that you are authorized to bind that entity to these Terms, and "you" refers to you and to that entity.
The Site does not offer user accounts, does not sell goods or services, and does not accept payment. Professional services are provided by Volentas solely under a separate written agreement, and nothing on the Site constitutes an offer to provide such services on any particular terms.
2. The Site and Interactive Features
The Site provides general information concerning Volentas and its practice, essays and other written material, and calculators, assessments, decision frameworks, templates, and similar tools (the "Interactive Features"). The output of an Interactive Feature (a "Result") consists of estimates, scores, frameworks, model text, or other general information computed or generated from the inputs you supply. A Result depends on the accuracy and completeness of those inputs and on assumptions that are general in nature and may not fit your circumstances.
The Site and its Results are provided for general informational purposes only. They do not constitute professional, legal, financial, tax, procurement, or technical advice, and they are not a substitute for advice from a qualified professional who has reviewed your particular situation. You are solely responsible for any decision made or action taken in reliance on the Site or on a Result.
Use of the Site, including the submission of an inquiry through the contact form or the use of an Interactive Feature, does not create an engagement, a client or advisory relationship, a fiduciary relationship, or any duty of care between you and Volentas. Such a relationship arises only upon execution of a written agreement signed by Volentas.
Where an Interactive Feature permits you to save or share a Result, the Result is stored under a randomly generated reference code and may be retrieved by any person who holds that code or the corresponding link, as described in Section 2.3 of the Privacy Policy. Volentas may modify, suspend, or discontinue any Interactive Feature, and may delete stored Results in accordance with the retention periods stated in the Privacy Policy, at any time without notice.
3. Intellectual Property
The Site and all material made available through it, including text, essays, graphics, page designs, the Interactive Features and their underlying logic, scoring models, templates, software, and the selection and arrangement of the foregoing (collectively, the "Content"), are owned by Volentas or its licensors and are protected by copyright, trademark, and other intellectual property laws of the United States and other jurisdictions. "Volentas" and the Volentas wordmark are trademarks of Volentas LLC. All rights not expressly granted in these Terms are reserved.
Subject to your compliance with these Terms, Volentas grants you a limited, non-exclusive, non-transferable, revocable license to:
- Access and view the Content, and print or store individual pages, for your own informational use;
- Use the Interactive Features, and use and reproduce the Results internally, for the purposes of the institution or organization on whose behalf you use them;
- Share links to the Site and to saved Results; and
- Quote brief excerpts of the Content, provided that each excerpt is attributed to Volentas and, where the medium permits, accompanied by a link to the page from which it is taken.
Except as expressly permitted above, you shall not:
- Copy, reproduce, republish, distribute, publicly display, or create derivative works from the Content, including the templates and frameworks, other than for the internal use permitted above;
- Sell, license, rent, or otherwise commercialize the Content or any Result, or incorporate the Content or an Interactive Feature into a product or service offered to others;
- Frame, mirror, embed, or in-line link any part of the Site within another website or application;
- Extract data or Content from the Site by scraping, crawling, or other automated means, except for indexing by general-purpose search engines in accordance with the Site's robots.txt directives; or
- Remove, alter, or obscure any copyright, trademark, or other proprietary notice on the Content.
4. Acceptable Use
In accessing or using the Site, you shall not:
- Interfere with or disrupt the operation of the Site or the servers and networks that support it, or take any action that imposes an unreasonable or disproportionately large load on the Site's infrastructure;
- Access the Site by automated means in bulk, including through bots, scripts, or scrapers, or submit inquiries or inputs to the Interactive Features by automated means;
- Circumvent, disable, or interfere with any rate limit, access restriction, automated challenge, security header, or other measure that protects the Site or restricts access to it;
- Probe, scan, or test the vulnerability of the Site except as expressly authorized by Section 4 of the Vulnerability Disclosure Policy;
- Transmit to the Site any virus, malicious code, or material that is unlawful, defamatory, infringing, or otherwise objectionable;
- Impersonate any person or entity, or misrepresent your affiliation with any person or entity, in any communication made through the Site; or
- Use the Site in violation of any applicable law or regulation.
Good-faith security research on the Site is governed exclusively by the Vulnerability Disclosure Policy. In the event of any conflict between these Terms and that policy with respect to such research, that policy governs.
Volentas may, without notice and without liability, restrict, suspend, or terminate your access to the Site or any part of it for conduct that Volentas reasonably believes violates these Terms or is harmful to the Site, to Volentas, or to others.
5. Submissions
"Submissions" means any information or material you transmit to the Site, including messages sent through the contact form, inputs supplied to the Interactive Features, and Results you elect to save or share.
With respect to each Submission, you represent and warrant that:
- You have all rights, consents, and authority necessary to make the Submission and to grant the rights set out in this Section;
- The Submission does not infringe or misappropriate the rights of any third party and does not violate any law, regulation, or contractual or fiduciary obligation by which you are bound; and
- The Submission does not contain personal information relating to any individual other than you, including information concerning donors, prospects, alumni, patients, students, employees, or other constituents of your institution. The Interactive Features are designed to operate on aggregate and categorical inputs and do not require such information.
You retain ownership of your Submissions. You grant Volentas a non-exclusive, worldwide, royalty-free license to use, store, reproduce, and process each Submission for the purposes of responding to you, operating and securing the Site, and analyzing the use of the Interactive Features in aggregated and de-identified form in order to maintain and improve them. Volentas will not publish a Submission in a form that identifies you or your institution without your prior written consent.
Volentas does not accept or consider unsolicited ideas, proposals, or suggestions concerning its services or the Site on a confidential basis. Any such material that you nonetheless transmit will be deemed non-confidential, and Volentas shall be free to use it for any purpose without compensation or attribution to you.
Personal information contained in a Submission is processed in accordance with the Privacy Policy.
6. Third-Party Services and Links
The Site is hosted by, and certain of its functions are provided by, Cloudflare, Inc., including the automated challenge that protects the contact form, the traffic measurement service, and the text-generation service used by certain Interactive Features. Those services are subject to Cloudflare's own terms and policies, and Volentas is not responsible for their availability or performance.
The Site contains links to websites, documents, and resources operated by third parties. Such links are provided for convenience only. Volentas does not control, endorse, or assume responsibility for the content, accuracy, availability, or practices of any third-party website or resource, and your use of them is at your own risk and subject to their terms.
7. Disclaimer of Warranties
THE SITE, THE CONTENT, THE INTERACTIVE FEATURES, AND ALL RESULTS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, VOLENTAS DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, VOLENTAS MAKES NO WARRANTY THAT THE SITE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; THAT THE CONTENT OR ANY RESULT IS ACCURATE, COMPLETE, CURRENT, OR SUITABLE FOR YOUR PURPOSES; OR THAT ANY RESULT WILL BE RETAINED OR REMAIN ACCESSIBLE.
Some jurisdictions do not permit the exclusion of certain implied warranties. To the extent such an exclusion is not permitted, the duration of any such warranty is limited to the shortest period permitted by applicable law.
8. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VOLENTAS OR ITS MEMBERS, MANAGERS, EMPLOYEES, CONTRACTORS, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THESE TERMS, THE SITE, THE CONTENT, THE INTERACTIVE FEATURES, OR ANY RESULT, OR TO ANY DECISION MADE OR ACTION TAKEN IN RELIANCE ON ANY OF THEM, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, AND WHETHER OR NOT VOLENTAS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF VOLENTAS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SITE SHALL NOT EXCEED ONE HUNDRED UNITED STATES DOLLARS (US$100.00). THE LIMITATIONS IN THIS SECTION ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND VOLENTAS AND SHALL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
Some jurisdictions do not permit the limitation or exclusion of liability for certain damages. To the extent such a limitation or exclusion is not permitted, the liability of Volentas is limited to the greatest extent permitted by applicable law. Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law.
9. Indemnification
You shall defend, indemnify, and hold harmless Volentas and its members, managers, employees, contractors, and agents from and against any claim, demand, action, or proceeding brought by a third party, and any resulting losses, damages, liabilities, costs, and expenses, including reasonable attorneys' fees, to the extent arising out of (a) your breach of Section 3, 4, or 5 of these Terms, or (b) any allegation that a Submission made by you infringes or misappropriates the rights of a third party or was made without the authority or consent required by Section 5. Volentas will give you prompt notice of any such claim and may, at its election and expense, participate in the defense with counsel of its choosing. You shall not settle any such claim in a manner that imposes an obligation on Volentas or admits fault on its behalf without the prior written consent of Volentas.
10. Governing Law and Venue
These Terms, and any dispute or claim arising out of or relating to these Terms or the Site, are governed by the laws of the State of Texas, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Any action or proceeding arising out of or relating to these Terms or the Site shall be brought exclusively in the state or federal courts sitting in Brazos County, Texas, and you irrevocably consent to the personal jurisdiction of and venue in those courts and waive any objection based on inconvenient forum. Notwithstanding the foregoing, Volentas may seek injunctive or other equitable relief to protect its intellectual property rights in any court of competent jurisdiction.
Any claim arising out of or relating to these Terms or the Site must be commenced within one (1) year after the claim accrues; otherwise the claim is permanently barred, to the extent such a limitation is permitted by applicable law.
11. Changes; General Provisions
11.1 Changes to These Terms
Volentas reserves the right to modify these Terms at any time. Changes are effective upon posting of the revised Terms on the Site with a revised effective date. Your continued use of the Site after the effective date of revised Terms constitutes your acceptance of them. Volentas may also change, suspend, or discontinue any part of the Site at any time without notice.
11.2 Entire Agreement; Severability; Waiver; Assignment
These Terms, together with the Privacy Policy and, with respect to security research, the Vulnerability Disclosure Policy, constitute the entire agreement between you and Volentas concerning the Site and supersede all prior or contemporaneous understandings on that subject. If any provision of these Terms is held invalid or unenforceable, that provision shall be enforced to the maximum extent permissible and the remaining provisions shall remain in full force and effect. No failure or delay by Volentas in exercising any right under these Terms operates as a waiver of that right. You may not assign or transfer these Terms or any rights under them without the prior written consent of Volentas; Volentas may assign these Terms without restriction. Sections 3, 5, and 7 through 11 survive any termination of your access to the Site.
12. Contact
Questions concerning these Terms may be directed to:
Volentas LLC
3708 East 29th Street
Bryan, Texas 77802
United States
info@volentas.com