Terms & Conditions

1. Definitions

"ARC Course Materials" means the educational content and materials made available to End User by NeuroDiversa in connection with the ARC, in any format or medium, including videos, recordings, lectures, presentations, slides, text, images, assessments, quizzes, examinations, interactive games, workbooks, downloadable files, instructor and participant communications, and any related documentation, together with all updates, modifications, and derivative or supporting materials, and all trademarks, service marks, logos, and other proprietary names and marks contained therein.

2. Ownership; Reservation of Rights

The ARC Course Materials are provided to End User under license, and not sold. End User acquires no ownership interest in the ARC Course Materials or in any intellectual property rights therein, and receives only the limited license expressly granted in these End User Terms. As between the parties, NeuroDiversa and its licensors, including Rutgers, reserve and retain all right, title, and interest in and to the ARC Course Materials and all intellectual property rights arising out of or relating to the ARC Course Materials, except for the limited license expressly granted. All rights not expressly granted are reserved. Nothing in these End User Terms will be implied to grant any right, title, or interest to End User contrary to this Section.

3. License Grant; Scope

Subject to and conditioned upon End User's continuing compliance with these End User Terms, NeuroDiversa grants End User a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the ARC Course Materials solely for End User's own personal, non-commercial educational use in connection with the ARC, and for no other purpose. This license is expressly conditioned on, and coextensive with, the continuing contractual relationship between NeuroDiversa and Rutgers, and confers no rights broader than those granted to NeuroDiversa by Rutgers. Access to the ARC Course Materials and to any updates is likewise conditioned on the continuing contractual relationship between NeuroDiversa and Rutgers.

4. Account; Authorized Access

The license is granted to End User only. End User shall not share, transfer, or permit any other person to use End User's account, access credentials, or the ARC Course Materials. End User is responsible for maintaining the confidentiality of End User's access credentials and for all activity occurring under End User's account. If End User is granted access on behalf of or through an organization, End User shall ensure that each individual accessing the ARC Course Materials is authorized by, and under the control of, that organization, uses the ARC Course Materials solely on its behalf, and agrees to comply with these End User Terms, and End User remains responsible and liable for each such individual's compliance. If an organization is registering for the ARC and intends for use of the ARC Course Materials by multiple persons within or on behalf of the organization, the organization must complete and purchase separate registrations for each individual End User.

5. Restrictions on Use

End User shall not, and shall not permit or enable any third party to, directly or indirectly:

1. resell, lease, rent, lend, sublicense, assign, distribute, publish, display, transfer, or otherwise make available the ARC Course Materials, or any copy, summary, or portion thereof, to any third party, or provide any services to third parties in connection with the ARC Course Materials;
2. copy or reproduce the ARC Course Materials, in whole or in part, except as expressly permitted in these End User Terms;
3. modify, translate, adapt, or otherwise create derivative works or improvements of the ARC Course Materials or any part thereof;
4. reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to any source code or underlying structure, ideas, or algorithms of the ARC Course Materials;
5. screen capture, screen record, photograph, download, audio- or video-record, or otherwise capture or copy any of the ARC Course Materials, except as expressly enabled by the platform on which the ARC Course Materials are delivered;
6. use any robot, spider, scraper, or other automatic device, process, or means, or any manual process, to access, monitor, index, or copy any of the ARC Course Materials for any purpose not expressly authorized in these End User Terms;
7. frame, mirror, embed, or otherwise incorporate the ARC Course Materials or any portion thereof into any other website, application, product, or service;
8. remove, disable, circumvent, or otherwise create or implement any workaround to any access control, copy protection, digital rights management, watermark, or other security or technological protection measure in or protecting the ARC Course Materials;
9. remove, alter, obscure, or fail to reproduce any copyright, trademark, or other intellectual property or proprietary rights notice or legend of NeuroDiversa or Rutgers appearing on or in the ARC Course Materials; or
10. use the ARC Course Materials for any commercial purpose, including to develop, offer, or support any competing course, product, or service, for competitive analysis, or for any other purpose that is to the commercial disadvantage of NeuroDiversa or Rutgers, or in violation of any applicable law, regulation, or rule, including export control laws.

6. Restrictions on Artificial Intelligence

For purposes of these End User Terms, "AI Technology" means any machine learning, deep learning, or other artificial intelligence technology, including statistical learning algorithms, models (including large language models), and neural networks, and any generative artificial intelligence tool capable of generating text, images, audio, video, code, or other content based on user-supplied prompts. Notwithstanding anything to the contrary in these End User Terms, End User shall not, and shall not permit or enable any third party to, directly or indirectly:

1. input, enter, upload, submit, transmit, or otherwise provide or make available any ARC Course Materials, or any copy, summary, output, or portion thereof, to or through any AI Technology, including as or in a prompt for any generative artificial intelligence tool;
2. use any ARC Course Materials to train, validate, fine-tune, update, improve, develop, or otherwise create any AI Technology or any model, dataset, algorithm, or output; or
3. use any AI Technology to reproduce, summarize, translate, adapt, index, analyze, or create derivative works of the ARC Course Materials, or to circumvent any restriction in these End User Terms.

For the avoidance of doubt, any content, summary, or output generated by AI Technology from or using the ARC Course Materials is itself ARC Course Materials owned by NeuroDiversa and Rutgers as their interests may be, and is subject to all restrictions in these End User Terms. This Section does not limit any other restriction, including those in Section 5.

7. Attribution; References to the ARC

End User may accurately state that End User is enrolled in, is participating in, or has completed the Torres Autism Renaissance Certificate, as the case may be, and may refer to the ARC by its correct name for that purpose. Except as expressly permitted in the preceding sentence or with NeuroDiversa's prior written consent, End User shall not use the names, logos, trademarks, service marks, or trade names of NeuroDiversa or Rutgers (collectively, the "Marks"), and shall not use the Marks, or any confusingly similar designation, individually or in combination, as part of End User's own business name, trade name, product or service name, or any domain name or social-media handle. End User shall not make any reference to the ARC, NeuroDiversa, or Rutgers that is false or misleading, or that states or implies any sponsorship, endorsement, certification, accreditation, affiliation, or partnership beyond End User's actual enrollment in or completion of the ARC. Any certificate, credential, badge, or similar indicium awarded in connection with the ARC is personal to End User, may not be altered, transferred, or misrepresented, and evidences only the participation or completion that it states. All references to the ARC and any permitted use of the Marks must be truthful, must not disparage or dilute the Marks or the goodwill associated with them, and must comply with any usage guidelines NeuroDiversa provides. As between the parties, NeuroDiversa and Rutgers own all right, title, and interest in and to their respective Marks and the name of the ARC, all goodwill arising from End User's use of the Marks inures solely to their benefit, and all rights not expressly granted are reserved.

8. Permitted Copies

To the extent, if any, that the platform expressly enables End User to retain a copy of any ARC Course Materials, such copy is permitted solely for End User's own personal, non-commercial reference in connection with the ARC, remains subject to all restrictions in these End User Terms, must be maintained in confidence, and must retain all notices of proprietary rights. End User shall not make any other copy of the ARC Course Materials.

9. Confidentiality

The ARC Course Materials are confidential and proprietary to NeuroDiversa and Rutgers. End User shall keep the ARC Course Materials confidential, shall not disclose or make them available to any third party, and shall use them solely as permitted by these End User Terms. End User shall use at least reasonable care to protect the ARC Course Materials from unauthorized access, use, or disclosure. This Section does not apply to information that End User can demonstrate is or becomes generally available to the public other than as a result of End User's act or omission.

10. Compliance; Monitoring; Audit

NeuroDiversa may employ technological measures to control and protect access to and use of the ARC Course Materials, and End User shall not interfere with or circumvent such measures. NeuroDiversa (directly or through third parties) may monitor, log, and store information regarding access to and use of the ARC Course Materials, including account, device, and usage information, and may use such information to operate and improve the ARC Course Materials and to verify End User's compliance with, and enforce, these End User Terms and its and Rutgers' intellectual property rights. Where End User is an organization, End User shall, upon NeuroDiversa's reasonable request, certify its compliance in writing and permit NeuroDiversa to audit its use of the ARC Course Materials on reasonable prior notice.

11. Relationship to Rutgers License; Third-Party Beneficiary

The ARC Course Materials are a combination of materials developed by NeuroDiversa and materials licensed to NeuroDiversa by Rutgers, and End User's rights are subject to, and no broader than, the terms of that license. End User shall comply with all applicable terms of the Rutgers license that are made known to End User, and any breach of those terms is also a breach of these End User Terms. Rutgers is an intended third-party beneficiary of these End User Terms and has the right to enforce their provisions directly against End User. The disclaimers, limitations of liability, confidentiality protections, and remedies in these End User Terms apply to, and inure to the benefit of, both NeuroDiversa and Rutgers and their respective affiliates.

12. Disclaimer of Warranties

THE ARC AND ARC COURSE MATERIALS ARE PROVIDED "AS IS." NEURODIVERSA AND RUTGERS MAKE NO REPRESENTATIONS OR WARRANTIES AND EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY IMPLIED WARRANTIES ARISING FROM ANY COURSE OF DEALING, USAGE, OR TRADE PRACTICE, WITH RESPECT TO THE SCOPE, VALIDITY, OR ENFORCEABILITY OF THE INTELLECTUAL PROPERTY RIGHTS IN THE ARC COURSE MATERIALS, THAT THE USE OF THE ARC COURSE MATERIALS DOES NOT INFRINGE INTELLECTUAL PROPERTY RIGHTS, AND THAT AN EXPORT CONTROL LICENSE IS NOT REQUIRED, OR THAT IF REQUIRED, IT WILL BE ISSUED.

13. Limitation of Liability

IN NO EVENT SHALL NEURODIVERSA OR RUTGERS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS AND LOSS OF USE, ARISING OUT OF OR RELATING TO THESE END USER TERMS, THE ARC OR THE ARC COURSE MATERIALS. Nothing in these End User Terms shall limit NeuroDiversa's or Rutgers' remedies or ability to recover damages, including increased damages for willful infringement or misappropriation of trade secrets, in the event NeuroDiversa or Rutgers assert their respective intellectual property rights.

14. Indemnification

End User shall indemnify, defend, and hold harmless NeuroDiversa and Rutgers, and their respective affiliates, and their respective members, managers, officers, directors, employees, and agents, from and against any and all losses, damages, liabilities, claims, and expenses, including reasonable attorneys' fees, arising out of or relating to End User's use or misuse of the ARC Course Materials, End User’s receipt of an ARC Certificate or End User's breach of these End User Terms.

15. Equitable Relief

End User acknowledges that any breach or threatened breach of the ownership, use-restriction, artificial intelligence, attribution or confidentiality provisions of these End User Terms would cause NeuroDiversa and Rutgers irreparable harm for which monetary damages would be an inadequate remedy, and that NeuroDiversa and Rutgers are each entitled to seek injunctive and other equitable relief, without the necessity of posting a bond, in addition to all other remedies available at law or in equity.

16. Term; Termination

These End User Terms are effective upon End User's acceptance and continue until terminated. End User shall have the right to access the ARC Courses Materials for a period of one (1) year from End User’s registration, NeuroDiversa may earlier terminate or suspend End User's access to the ARC Course Materials for any uncured material breach of these End User Terms, and access terminates automatically upon termination of, or as required by, the contractual relationship between NeuroDiversa and Rutgers.

17. Effect of Termination; Survival

Upon termination or expiration, all rights and licenses granted to End User cease, and End User shall immediately cease all use of the ARC Course Materials and delete or return all copies (including any permitted copies) in End User's possession or control and, upon request, certify such deletion or return. Termination does not limit any of NeuroDiversa's or Rutgers' rights or remedies at law or in equity. Sections 1 (Definitions), 2 (Ownership; Reservation of Rights), 5 (Restrictions on Use), 6 (Restrictions on Artificial Intelligence), 7 (Attribution; References to the ARC), 9 (Confidentiality), 11 (Relationship to Rutgers License; Third-Party Beneficiary), 12 (Disclaimer of Warranties), 13 (Limitation of Liability), 14 (Indemnification), 15 (Equitable Relief), 17 (Effect of Termination; Survival), 18 (Modification of Terms), and 19 (Governing Law; Jurisdiction and Venue), together with any other provision that by its nature should survive, survive termination or expiration of these End User Terms.

18. Modification of Terms

NeuroDiversa may revise, update, or otherwise modify these End User Terms from time to time in its sole discretion. NeuroDiversa will make the revised End User Terms available to End User, including by posting them on the platform through which the ARC Course Materials are delivered or by providing other notice, and the then-current version of these End User Terms will be binding upon End User. End User's continued access to or use of the ARC Course Materials after the revised End User Terms are made available or take effect constitutes End User's acceptance of, and agreement to be bound by, the then-current End User Terms. If End User does not agree to the revised End User Terms, End User must cease all access to and use of the ARC Course Materials.

19. Governing Law; Jurisdiction and Venue

These End User Terms are governed by the laws of the State of New Jersey, without regard to its conflict-of-laws principles. End User hereby submits to the exclusive jurisdiction and venue of the state and federal courts located in New Jersey for any disputes arising from these End User Terms, End User’s receipt of an ARC Certificate or otherwise related to End User's access to or use of the ARC Course Materials.