Terms and Conditions

By participating in a STARRSA Training Program provided by Klancy Street, Participants acknowledge that the Training is provided subject to following terms and conditions:

Professional Services. Klancy Street has agreed to provide Participants with the professional services (“Services”) outlined in promotional and preparatory materials, including separate Training Overview and Training Outline documents, for informational and educational purposes only. All Services shall be provided utilizing materials developed under a Cooperative Agreement between Fairleigh Dickinson University and the United States Department of Justice, Office of Justice Programs; and supplemental materials produced by Klancy Street.
Intellectual Property Rights. Participant understands that the Services to be provided involve materials developed under a Cooperative Agreement Award (Number 2014-AW-BX-K002) (the “Grant”) between Fairleigh Dickinson University (“Grantee”) and the United States Department of Justice, Office of Justice Programs (“Grantor”), which funded a collaborative effort led by Drs. Robert Prentky (Principal Investigator) and Mary Koss (Co-Principal Investigator) that became known as the Science-Based Treatment, Accountability, and Risk Reduction for Sexual Assault Project (hereinafter “STARRSA” or “the STARRSA Project”). The STARRSA Project resulted in, among other things, the development of two complimentary intervention programs for college students found responsible for sexual misconduct, including (a) an active psychoeducation program (“AP” or “the AP Program”) with corresponding Baseline Knowledge Assessment (“BKA”) and (b) a cognitive behavioral treatment program (“CBT” or “the CBT Program”) with corresponding Risk-Needs Inventory (“RNI”), as well as two complete training manuals for the AP and CBT programs, supplemental videos, a Contributing Factors Checklist (“CFC”) for use by campus conduct professionals and Title IX administrators, and assorted training materials, including agendas, outlines, case studies, PowerPoint presentations, supplemental handouts, and evaluation forms (collectively, the “STARRSA Programs and Products”). Grantee maintains copyright in the STARRSA Programs and Products, subject only, to the best of Grantee’s knowledge, to rights and/or licenses maintained by other Interested Parties^[1]via separately executed agreements.
- Authorized Use.
  - Klancy Street has been authorized to provide the Services via written agreement with Grantee and has revised, updated, and/or reorganized STARRSA training materials, including agendas, outlines, slides, case studies, exercises, supplemental handouts, and evaluation forms, as necessary to enhance the utility of the training provided. Such materials are referred to as the “Updated Training Materials” and are jointly owned by Grantee and Klancy Street.
  - Participant is authorized to use the STARRSA Programs and Products, as provided by Klancy Street or as otherwise available to Participant, and Updated Training Materials provided to Participant by Klancy Street solely to support internal, non-commercial Participant operations in ways deemed appropriate by Participant following training provided by Klancy Street. Participant may also maintain the materials for internal use by employees who require access in order to perform their obligations on behalf of the Participant. If Participant elects to use STARRSA Programs and Products or Updated Training Materials to internally train other employees of Participant’s Institution, Participant shall assume the risks associated with such training, as the Services provided under this Agreement are not intended to train future trainers in a “train-the-trainer” model. In all uses, activities, and maintenance, Participant should proceed with the understanding that: a) STARRSA Programs and Products cannot predict the risk of re-offense or guarantee that a student will not engage in problematic sexual behavior in the future; and b) any references to the STARRSA Programs and Products or Updated Training Materials should include proper attribution or citation to the Grantor, Grantee, Klancy Street, and/or others responsible for developing the STARRSA Programs and Products. If Participant believes that public posting or sharing of the STARRSA Programs and Products or the Updated Training Materials is required pursuant to 34 CFR Part 106.45(b)(10) of the 2020 Title IX Regulations, or those subsequently enacted, Participant agrees to make Klancy Street aware and coordinate with Klancy Street prior to posting to appropriately protect Klancy Street’s intellectual property rights, including any and all rights held by others and represented or protected by Klancy Street.
- Unauthorized Use.
  - Participant shall not, and shall not knowingly permit any other person to, revise or amend the STARRSA Programs and Products, Updated Training Materials, or any other training manuals and materials provided hereunder by Klancy Street, absent written approval of the revisions or amendments by Klancy Street (which approval may be withheld by Klancy Street in whole or in part) and any other parties and/or authors whose approval may be necessary.
  - Participant shall not, and shall not knowingly permit any other person to, use the STARRSA Programs and Products, Updated Training Materials, or any other training manuals and materials provided hereunder by Klancy Street for any purpose not expressly licensed hereunder, including in connection with any commercial or noncommercial purposes outside the Institution where Participant is employed or in connection with internal training efforts facilitated by third parties. Without limitation, to the fullest extent permitted by law, Participant shall not, and shall not knowingly permit any other person to rent, lease, lend, sell, sublicense, assign, distribute, display, disclose, publish, transfer, otherwise exploit, or otherwise make available any such materials to or for any third party, including in connection with the any service bureau, training, or service.
- Request for Permission to Use Updated Training Materials. If Participant wishes to utilize Updated Training Materials for external purposes, Participant may request permission from the Klancy Street prior to such use. If permission is granted by the Klancy Street, Participant agrees to use the Updated Training Materials only as authorized by Klancy Street via written agreement. If Participant uses Updated Training Materials in ways that Klancy Street does not specifically authorize, Participant agrees that such use shall be considered Unauthorized Use as outlined above and, without limiting other remedies available under law, Participant shall cease use and take whatever actions Klancy Street may request, by the methods and in the timeframe requested by Klancy Street, to protect Klancy Street’s intellectual property and ownership rights in the Updated Training Materials, including any and all rights held by others and represented or protected by Klancy Street in this context.
Disclaimers.
- STARRSA Programs and Products and the Updated Training Materials are the products of innovative academic activities that remain in early stages and they cannot predict risk of re-offense or guarantee that a student will not engage in problematic sexual behavior in the future. Klancy Street, Grantee, and other Interested Parties, including trainers assigned to provide the Services, make no claim or representation to the contrary, nor are any promises, guarantees, or warranties provided regarding the efficacy of such products, materials, and services. STARRSA Programs and Products have not been subjected to follow-up studies demonstrating their specific level of effectiveness with college students who engage in problematic sexual behavior, and neither Grantee nor Klancy Street are currently engaged in undertaking such follow-up work.
- All Services and materials provided, including the STARRSA Programs and Products and Updated Training Materials, are for information and education purposes only, and do not require Participant to implement or utilize any approach discussed or reviewed as part of the Services provided. To the extent Participant chooses to implement strategies, approaches, programs, or products discussed as part of the Services provided, Participant shall do so voluntarily, on Participant’s own accord, after appropriate consultation with relevant professionals, including legal counsel. Klancy Street disclaims any liability for Participant’s reliance on any opinions or advice contained in the Services provided or the content thereof.
No Warranties. The STARRSA Programs and Products, Updated Training Materials, and all other information provided by Klancy Street under this Agreement are offered on an “As Is” basis and without warranties of any kind, either express or implied. Neither Klancy Street nor any other Releasee (as defined below) warrants in any form the results or achievements of the Services provided under this Agreement or the results which may be achieved therefrom. Participant’s exclusive remedy under this Agreement is reperformance of the Services, or if reperformance is not possible or conforming, refund of amounts paid for such non-conforming Services.
Waiver and Release. In exchange for the provision of Services provided, Participant agrees to, to the maximum extent permitted by law, irrevocably and unconditionally release and discharge Klancy Street and its respective officers, directors, agents, employees, subcontractors, successors and assigns, and any related or affiliated corporations, institutions, or entities, including Grantee, other Interested Parties (as defined above), Consultants who contributed to the development of STARRSA Programs and Products (as noted in the AP and CBT manuals, respectively) or Updated Training Materials, and any other person or entity acting through or in concert with any of the preceding persons or entities (all of the preceding persons and entities, severally and in the aggregate, will be referred to as Releasees) from any and all actions, claims, complaints, controversies, demands, debts, reckonings, contracts, agreements, covenants, damages, judgments, executions, liabilities, appeals, obligations, attorney’s fees, and causes of action, whether direct or indirect, known or unknown, asserted or unasserted, arising out of or connected with the Services provided, including Participant’s use of the program or programs on which Participant receives training, whether or not caused by the active or passive negligence of the Releasees.
Limitation of Liability; Actions. In no event shall either Participant or Klancy Street or any of the Releasees be liable under this Agreement to the other for any incidental, consequential, indirect, statutory, special, exemplary, or punitive damages, including, but not limited to, lost profits, loss of use, loss of time, shutdown or slowdown costs, inconvenience, loss of business opportunities, damage to goodwill or reputation, or other economic loss, regardless of whether such liability is based on breach of contract, tort, strict liability or otherwise, and even if advised of the possibility of such damages or such damages could have been reasonably foreseen. Neither party’s aggregate liability under this Agreement for any direct damages shall exceed twice the fees paid or payable by the Participant under this Agreement. No action shall be brought for any claim relating to or arising out of this Agreement more than one (1) year after the accrual of such cause of action. Participant agrees that Klancy Street is solely responsible for the performance of this Agreement and, accordingly, any complaints, claims, or causes of action concerning the Services shall be directed solely to Klancy Street and not the Grantee, other Interested Parties, or other Releasees.
Force Majeure. Neither Party shall be liable hereunder for any failure or delay in the performance of its obligations under this Agreement, if such failure or delay is on account of causes beyond its reasonable control, including war, fires, floods, accident, earthquakes, inclement weather, telecommunications line failures, electrical outages, network failures, governmental regulations or controls, casualty, strikes or labor disputes, terrorism, civil commotion, pandemics, epidemics, local disease outbreaks, public health emergencies, communicable diseases, quarantines, acts of God, or other similar or different occurrences beyond the reasonable control of the Party so defaulting or delaying in the performance of this Agreement, for so long as such Force Majeure is in effect. Each Party shall use reasonable efforts to notify the other Party of the occurrence of such an event within five (5) business days of its occurrence. If performance is delayed over thirty (30) days, the Party not experiencing the force majeure event may terminate this Agreement.
Dispute Resolution. In the event the Parties are unable to resolve any claim or controversy arising out of or relating to this Agreement, or the breach thereof, the Parties agree to attempt mediation as a means of resolving the dispute, prior to the commencement of legal action.
Governing Law and Venue. This Agreement will be governed by and interpreted in accordance with the laws of the State of Utah, without giving effect to the principles of conflicts of law of such state. The Parties hereby agree that any action arising out of this Agreement will be brought solely in any state or federal court located in Salt Lake County, Utah. Both Parties hereby submit to the jurisdiction and venue of any such court.
Assignment. Neither Party may assign or delegate its rights, responsibilities, or obligations under this Agreement without the prior written consent of the other Party, provided that such consent shall not be unreasonably withheld. Notwithstanding the foregoing, Klancy Street may freely assign or transfer any or all of its rights, responsibilities, or obligations under this Agreement to a separate entity or entities responsible for carrying out Klancy Street’s responsibilities or obligations under the Agreement, or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided that the Assignee is capable of performing under this Agreement without deleterious effects to Participant, and Klancy Street may assign or delegate certain obligations under this Agreement to independent contractors performing work on Klancy Street’s behalf and operating in accordance with the terms of this Agreement.
Severability. If any provision or portion of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions or portions shall remain in full force and effect.
Construction. The headings and captions appearing in this Agreement have been inserted for the purposes of convenience and ready reference, and do not purport to and shall not be deemed to define, limit or extend the scope or intent of the provisions to which they appertain. This Agreement shall not be construed more strongly against either Party regardless of which Party is more responsible for its preparation.
Entire Agreement. This Agreement, and any documents, materials, or exhibits referenced herein, is the entire agreement between the Parties with respect to the subject matter hereof and supersedes any prior agreement or communications between the Parties, whether written, oral, electronic or otherwise. No change, modification, amendment, or addition to this Agreement or any part thereof shall be valid unless in writing and signed by the Parties.

[1] Other Interested Parties include: the Grantor, via Cooperative Agreement; the University of Arizona, via Sub- Award; and Core Project Staff, including Dr. Robert Prentky (Principal Investigator), Dr. Mary Koss (Co-Principal Investigator), Dr. Raina Lamade (Project Manager for Grantee), and Dr. Elise Lopez (Project Manager for the University of Arizona) via separately executed Copyright Assignment Agreements.