FitClick Biz Terms of Service.
BY COMPLETING THE REGISTRATION FORM AND CLICKING THE "CREATE ACCOUNT" BUTTON, YOU: (a) agree to be bound by these terms of the Agreement; (b) represent and warrant that, if You are an individual, You are 18 years old or older or, if You are an entity, that You are a corporation, partnership, or other legal entity duly formed (and incorporated if applicable) in good standing where required to do business with all legal authority and power to enter the Agreement; (c) agree to provide true, accurate, current, and complete information in the Service registration form, including billing and payment-related information and other account information (all together, the "Account Information"), and agree to maintain and update this information to keep it true, accurate, current, and complete; and (e) represent and warrant that You have the power and authority to enter into and perform under the Agreement. If You are a third party accessing an account(s) on behalf of an account owner (e.g., as an administrator, consultant, analyst, etc.), You agree that the Agreement applies, mutatis mutandis, to Your activities on behalf of such account owner. If the Agreement or any future changes to the Agreement are unacceptable to You, Your sole remedy is to cancel Your Service. IF YOU DO NOT ACCEPT AND AGREE TO THE AGREEMENT, DO NOT COMPLETE THE REGISTRATION PROCESS.
GTI reserves the right, in its sole discretion, to change, modify, add, or remove all or part of these Core Terms, including but not limited to any term, applicable fee, policy, or guideline, at any time without notice or acceptance by You, except that GTI shall make the most recent version of the Core Terms available at all times at http://www.fitclickbiz.com/www/xnt/fcb/pages/Terms.aspx. Regardless of whether GTI has provided You individual notice, Your continued use of the Service following GTI's notice or posting of changed Core Terms will constitute Your acceptance of such changes. It is Your responsibility to check regularly for changes to the Core Terms and ensure that any contact information You provide to GTI is updated and correct.
The Service includes two (2) Web sites: (i) a Web site that Users use to manage personal diet and workout programs (the "User Site"); and (ii) a Web site through which You complete the Registration Process, submit Account Information, configure the User Site and control User access to the User Site (the "Admin Site"). Both the User Site and Admin Site are owned and operated by GTI.
Using functionality provided through the Admin Site, You may choose to either enable or disable GTI's User billing system (the "User Billing System"). If You choose to enable the User Billing System, an individual that accesses the User Site may only become a User by purchasing access through the User Billing System. You may configure the duration and cost of access to the Service offered through the User Billing System using functionality provided through the Admin Site.
If You choose to disable the User Billing System, whether or not an individual shall have access to the User Site and thereby become a User shall be determined solely by You, and effectuated by You through Your use of functionality provided through the Admin Site. For any such Users, You may add or remove Users through the Admin Site and thereby allow or disallow access by individuals to the User Site at any time.
The total number of access entitlements for individuals to become Users and use the User Site ("User Accounts") at any given time shall be determined by Your purchase of User Accounts in denominations offered by GTI in accordance with Section 3 below, regardless of whether You have enabled the User Billing System or not.
Each page of the User Site shall display "Powered by Genesant Technologies, Inc. Copyright © 2019" at the bottom of such page. Each page of the User Site shall also include a statement disclaiming any endorsement by GTI of You. Each page of the Admin Site shall display "Powered by Genesant Technologies, Inc. Copyright © 2019" at the bottom of such page. GTI shall be responsible for hosting, operating, and maintaining the Service. This includes providing and maintaining all facilities, equipment, software, data communications facilities and Internet connections required to serve the User Site and Admin Site in the manner set forth in the Agreement. GTI shall use security measures standard in the industry with respect to maintaining the integrity of the Service.
THE SERVICE IS DESIGNED TO SERVE CERTAIN NEEDS OF SMALL, INDEPENDENTLY OWNED AND OPERATED BUSINESSES IN THE UNITED STATES AND THEIR CUSTOMERS. THE SERVICE IS NOT INTENDED TO SUPPORT THE NEEDS OF LARGE ENTERPRISES OR INTERNATIONALLY BASED BUSINESSES.
Unless modified in accordance with Section 3.C of these Core Terms, You will pay all fees due under the Agreement. GTI, or its third party service provider, shall process all credit card information provided by You. GTI shall provide You with access to all features of the Service ("Access") for a fixed number of days free of charge (the "Free Trial"), cancelable at any time during such Free Trial without charge. At the end of the Free Trial, GTI, or its third party service provider, shall charge Your credit card account: (i) a non-refundable one-time set-up fee as set forth in the Purchase Terms (the "Set-up Fee"); and (ii) a non-refundable service fee as set forth in the Purchase Terms (a "Monthly Base Service Fee") for Your first month of Access, and the billing period for such month shall begin on the date that Your Free Trial began. These charges shall automatically occur unless You cancel Your Access prior to the end of the Free Trial. Following the end of Your first month of Access, provided that You have not cancelled Your Access, GTI shall charge You a Monthly Base Service Fee until You cancel Your Access. Each Monthly Base Service Fee shall pay for, and entitle You to the designation for the benefit of Users, of a fixed number of User Accounts as set forth in the Purchase Terms. You may purchase additional User Accounts from GTI at any time and as needed in groups of User Accounts then offered by GTI at then current prices. There shall be no limit to the number of User Accounts that You may purchase.
If Your selected payment method is invalid or You are otherwise past due in Your payments for any reason, Access may be terminated and Your Account Information may be removed from GTI's servers by GTI with or without notice, and all the information entered by Users contained within the Service may be deleted permanently. GTI accepts no liability for information or content that is deleted due to an invalid payment method or where Your payments are past due. Reactivation of the Service after termination or cancellation for any reason shall require the payment of additional setup fees. In the event You fail to pay charges, GTI may assign unpaid late balances to a collection agency for appropriate action. In the event legal action is necessary to collect on balances due, You agree to reimburse GTI for all expenses incurred to recover sums due, including attorneys' fees and other legal expenses. You also agree to pay all current charges for the Service as well as taxes and fees assessed against You or GTI on the charges and all late payment, interest or other fees as stated on Your bill.
The duration of the Free Trial, the Set-up Fee, the Monthly Base Service Fee and the purchasable denominations of User Accounts are each identified in the Purchase Terms. GTI may modify the Purchase Terms at any time, with or without notice; provided however, that GTI shall update the Purchase Terms upon any such modification at the time such modification is effectuated.
GTI may modify its billing practices or late payment charges by providing You with prior written notice of the modification.
GTI in its discretion may offer discounts or special offers from time to time.
GTI may, upon notice required by applicable laws, at any time change the amount of or basis for determining any fee or charge or institute new fees or charges with respect to the Service. Upon renewal of Your Access each month, the price charged may be changed without notice to the then prevailing price for the Service.
You shall pay or otherwise be responsible for all federal, state, or local sales, use, excise, gross receipts, municipal fees, transfer, transaction, property, or similar taxes, fees, or surcharges imposed on, or with respect to, the Service under the Agreement.
You are responsible for charging and collecting from Users any and all applicable taxes. If You fail to impose and/or collect any applicable tax from Users as required herein, then, as between GTI and You, You shall remain liable for such uncollected tax and any interest and penalty assessed thereon with respect to the uncollected tax by the applicable taxing authority. With respect to any tax that You have agreed to pay or impose on and/or collect from Users, You agree to indemnify and hold harmless GTI for any costs incurred as a result of actions taken by the applicable taxing authority to collect the tax from GTI due to Your failure to pay or collect and remit such tax to such authority.
If You choose to enable the User Billing System, GTI will collect fees for access to the Service from Users of the User Site (the "Gross Revenue") and pay to You, subject to the Minimum Net Revenue Balance, as defined below, within thirty (30) days of the end of the month in which the Gross Revenue was collected, the Net Revenue, as defined below, amount collected from such Users in each such month. For use of the User Billing System GTI shall charge You a fee each month (the "Billing Service Fee") equal to the Gross Revenue collected in such month multiplied by the current Billing Service Fee percentage listed on the Admin Site. "Net Revenue" shall equal Gross Revenue minus refunds, chargebacks, applicable taxes due, and the Billing Service Fee for such month.
If You choose to enable the User Billing System, Your access to and use of the User Billing System may be canceled at any time for excessive chargebacks or any other activity that GTI, at its sole discretion, determines to be detrimental to GTI or its businesses.
If You choose to enable the User Billing System, the "Minimum Net Revenue Balance" shall mean the minimum amount of Net Revenue that must be collected by GTI in order for GTI to send You a payment of the Net Revenue earned on Your User Site and is the amount currently listed on the Admin Site. Net Revenue earned on Your User Site shall be held by GTI until such Minimum Net Revenue Balance is met.
If You choose to enable the User Billing System, You may not use affiliate marketing programs to sell subscriptions handled by the User Billing System without GTI's prior written approval.
If You choose to enable the User Billing System, You agree to use best efforts to prevent any credit card chargebacks on the User Billing System by Users of Your User Site.
You acknowledge that You are responsible for acquiring access to the Internet in order to use the Admin Site and the User Site and that problems with the Internet, including equipment, software or network failures, impairments or congestion, may prevent, interrupt or delay Your access to the Admin Site or the User Site. Furthermore, You acknowledge that unforeseen downtime and unscheduled remedial maintenance of GTI's equipment, software and Internet access may interrupt Your access to the Admin Site and the User Site.
You acknowledge that Users are responsible for acquiring access to the Internet in order to use the User Site and that problems with the Internet, including equipment, software or network failures, impairments or congestion, may prevent, interrupt or delay User access to the User Site. Furthermore, You acknowledge that unforeseen downtime and unscheduled remedial maintenance of GTI's equipment, software and Internet access may interrupt User access to the User Site.
GTI may make any changes in the operation of the computer system and facilities used by GTI to run the Service that GTI determines in its sole discretion to be necessary and/or appropriate, including changes in computer hardware, systems and/or applications software, programming languages, data communications, location of systems and service equipment, customer identification procedures, type of terminal equipment, features and functions of the Service, and operational policies and procedures.
GTI reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that GTI shall not be liable to You or to any third party for any modification, suspension, or discontinuance of the Service. Furthermore, GTI reserves the right at any time to revise and modify the diet and workout program creation software and online community support software that it has created to provide the Service (collectively, the "Software"), release subsequent versions thereof and to alter features, specifications, capabilities, functions, and other characteristics of the Software, without notice to You. If any revision or modification to the Software or Service materially changes Your ability to conduct business, Your sole remedy is to cancel Your Service.
Unless explicitly stated otherwise, any new features that augment or enhance the current Service, including the release of new Service resources, shall be subject to the Agreement.
As part of Your Registration Process, You agree that some communications are required, such as, by way of example and not limitation, customer service messages regarding Your Service, and updates to the Service. In order to opt out of receiving such communications, You must cancel the Service. You also understand and agree that the Service may include certain communications from GTI, such as service announcements and administrative messages, that these communications are considered part of the Service, and that You will not be able to opt out of receiving them.
Neither You, nor Your employees, shall attempt to gain or allow access to any data, files or programs to which You are not authorized under the Agreement. If such access is obtained, You shall immediately return such materials to GTI and shall safeguard the same as the confidential information of GTI.
GTI grants to You a personal, nontransferable and nonexclusive right and license to use the Software only on a server controlled by GTI for the sole purpose of using the Service; provided that You do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in, or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the interface that is provided or authorized by GTI for use in accessing the Service. You specifically agree not to access (or attempt to access) any part of the Service through any automated means (including use of scripts or Web crawlers) and shall ensure that You comply with the instructions set out in any robots.txt file present on the Service. Unless You have been specifically permitted to do so in a separate agreement with GTI, You agree that You will not reproduce, duplicate, copy, sell, trade or resell the Service for any purpose.
You also acknowledge and agree that the Service is intended for access and use by means of Web browsing software, and that GTI does not commit to support any particular browsing platform.
In order to use the Service, You must obtain access to the World Wide Web, either directly or through devices that access Web-based content, and pay any fees associated with such access. You are responsible for obtaining and maintaining all telephone, computer hardware, and other equipment needed for Your access to and use of the Service and any Software, and for all related fees.
You shall continue to own all Intellectual Property Rights in Your Content and Your Marks that You provide, or make available, to GTI in connection with the Agreement, including derivative works thereof ("Your Material"). You hereby grant GTI a nonexclusive, no-charge license for as long as the Agreement remains in effect to operate, maintain, modify, prepare derivative works of, and otherwise use Your Material in accordance with the Agreement. You also explicitly grant GTI the right to maintain Your Material on GTI's servers during the term of the Agreement and to authorize the downloading and printing of Your Material, or any portion thereof, by Users for their personal use. This license exists only for as long as You continue to be a Service customer and terminates when Your Service is terminated.
You acknowledge and agree that the Service and the Software contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content available from GTI for the Service is protected by copyrights, trademarks, service marks, patents, or other proprietary rights and laws. Except as expressly authorized by GTI, You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the such Content, the Service, or the Software, in whole or in part. GTI shall continue to own all Intellectual Property Rights in all software, tools, designs, documentation, data, GTI Content, GTI Marks and other material that are utilized in connection with the Agreement, except for Your Materials.
"Identification Data" shall mean User account names, passwords, contact information, credit card information, if any, and email addresses. You shall own the rights to Identification Data and You hereby grant GTI the right to use Identification Data to the extent necessary for GTI to provide the Service. "User Data" shall mean the information and data, excluding Application Data and Identification Data, provided by or collected from Users to the extent that such information or data is personally identifiable or individual specific information or specifically relates to Your User Site(s). You and GTI shall mutually own the rights to User Data. "Application Data" shall mean the information and data provided by or collected from Users, or the results of mathematical functions performed on that data, that is necessary for the performance of the Services' functionality. You acknowledge that Application Data constitutes an important trade secret of GTI and as such GTI shall own exclusive rights to the Application Data.
You acknowledge that GTI develops or licenses software applications for a variety of platforms and environments. Nothing in the Agreement or any other writing relating to or made a part of the Agreement, shall transfer ownership of such applications or other Intellectual Property Rights or limit in any way GTI's ownership or right to use the methodologies or design concepts, techniques, knowledge or know-how resulting from GTI's performance of the work contemplated by, or employed or produced under, the Agreement. Further, GTI hereby retains all right, title and interest in and to, all systems software, middleware and applications software, telecommunications and computer equipment and hardware and other technology used in connection with the provision of the Service to You and all inventions, copyrights, trade secrets, know-how, tools, utilities, methodologies, trademarks and other intellectual property or proprietary rights and interests developed by or on behalf of GTI pursuant to the Agreement, regardless of whether You have provided any recommendations, contributions, improvements, additions, enhancements, edits or specifications; provided however, that You shall retain all Intellectual Property Rights in Your Materials as set forth in Section 7.A above. In the event that any work product resulting from the Agreement is deemed a "work for hire," You shall take all necessary steps to transfer any and all of its rights in such work product to GTI without charging GTI for such rights.
You acknowledge and agree that GTI may perform for third parties services similar to those provided to You under the Agreement and in doing so GTI may use the same personnel and intellectual property used in providing the Service to You, except for Your Materials. GTI may identify You in GTI's customer listings and may, after the User Site becomes publicly available, disclose GTI's role in developing and operating the User Site. Except as specifically provided in the Agreement, neither party may, however, use the other's Marks without prior approval.
GTI may be required to disclose information to individuals asserting rights under the Digital Millennium Copyright Act, and You expressly authorize GTI to comply with any and all lawful notices, subpoenas, court orders, or warrants without prior notice to You.
THE SERVICE AND SOFTWARE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. GTI EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND TITLE, AND ANY AND ALL IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. YOUR USE OF THE SERVICE, THE SOFTWARE, AND ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE, IS DONE AT YOUR OWN DISCRETION AND RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA.
NEITHER THE AGREEMENT NOR ANY DOCUMENTATION FURNISHED UNDER IT IS INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT: (i) THE SERVICE OR SOFTWARE WILL MEET YOUR REQUIREMENTS; (ii) THE SERVICE OR SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; (iv) THE QUALITY OF ANY INFORMATION OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS; AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL, WRITTEN OR UN-WRITTEN, OBTAINED THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
GTI ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MISDELIVERY, OR FAILURE TO STORE ANY USER COMMUNICATIONS OR PERSONALIZATION SETTINGS. THE SERVICE IS DESIGNED TO SERVE CERTAIN NEEDS OF SMALL, INDEPENDENTLY OWNED AND OPERATED BUSINESSES IN THE UNITED STATES. THE SERVICE IS NOT INTENDED TO SUPPORT THE NEEDS OF LARGE ENTERPRISES OR INTERNATIONALLY BASED BUSINESSES. WITHOUT LIMITATION OF ANY OF THE FOREGOING PROVISIONS OF THIS SECTION, GTI PROVIDES NO WARRANTIES WITH RESPECT TO USE OF THE SERVICE OUTSIDE OF ITS INTENDED PURPOSES OR ITS INTENDED CUSTOMERS.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT GTI AND ITS AFFILIATES, COBRANDERS, OR OTHER PARTNERS, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES OR LEGAL THEORIES WHATSOEVER, FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS, PROFITS, GOODWILL, BUSINESS REPUTATION, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF GTI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) ERRORS, DEFECTS, OMISSIONS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY OTHER FAILURE OF PERFORMANCE OF THE SERVICE OR THE SOFTWARE; (iii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH, OR FROM THE SERVICE; (iv) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (v) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; (vi) ANY GOOD OR SERVICE OFFERED OR SOLD THROUGH THE SERVICE; OR (vii) ANY OTHER MATTER RELATING TO THE SERVICE OR SOFTWARE.
GTI'S LIABILITY TO YOU SHALL NOT, FOR ANY REASON, EXCEED THE LESSER OF: (i) ONE THOUSAND DOLLARS ($1,000.00); AND (ii) THE AGGREGATE PAYMENTS ACTUALLY MADE BY YOU TO GTI OVER THE COURSE OF THE EXISTING TERM. YOU ACKNOWLEDGE THAT GTI HAS SET ITS PRICES IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. YOU AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THE AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIABILITIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
You agree to indemnify, defend and hold harmless GTI, and its affiliates, officers, directors, employees, agents, successors, and assigns, from any and all Losses and threatened Losses arising from, in connection with, or based on allegations of, any of the following: (a) Your Content, Your conduct, Your use of the Service, the goods or services offered or sold through Your Service, any alleged violation of the Agreement, law, or regulation, or; (b) the death or bodily injury of any agent, employee, customer, User, business invitee, or business visitor or other person caused by Your tortious conduct; (b) the damage, loss or destruction of any real or tangible personal property caused by Your tortious conduct; (c) failure to comply with federal or state regulations, including notice requirements; (d) claims for which You are insured; and (e) any alleged violation of any rights of another, including but not limited to Your use of any Content, trademarks, service marks, trade names, copyrighted or patented material, or other intellectual property used in connection with Your Service.
GTI reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, but doing so shall not excuse Your indemnity obligations.
The initial term of the Agreement will commence on the date that You click the "Create Account" button to acknowledge that You have read, understood, and agree to the Agreement, and will remain in effect for one (1) month (the "Initial Term"). If You wish to terminate the Service at the end of the Initial Term or any subsequent term to which You have agreed (each, a "Renewal Term"), You must sign in to Your account on the Admin Site and cancel Your account there. Neither U.S. mail nor phone notification shall be acceptable for cancellation of Your Service. If You send an email requesting cancellation of Your Service, Your Service shall not have been cancelled unless and until You receive a confirmation email from GTI confirming that Your Service has been cancelled. If You fail to notify GTI of Your intent not to renew prior to the end of the Initial Term or the then-current Renewal Term, the Agreement will be automatically renewed for an additional month and will continue to so renew in the absence of Your cancellation on a month-to-month basis. If You agree to a Renewal Term, or fail to cancel the Service as set forth herein, the Agreement will be renewed at the then-current rates and fees. Except as set forth in the Agreement, neither party will be liable to the other for any termination or expiration of any Service or this Agreement in accordance with its terms. You may cancel Your Service at any time. If You cancel the Service before the end of the Initial or Renewal Term, Your Service and Access will be discontinued and the Agreement will be terminated upon expiration of the Initial Term or then-current Renewal Term, as applicable, and no refund will be provided for any payments You have made.
After expiration or termination of the Agreement, You will no longer have access to Your Admin Site or User Site and all information contained therein may be deleted by GTI.
In the event a ruling, regulation, or order issued by a judicial, legislative, or regulatory body causes GTI to believe that the Agreement and/or the Service provided hereunder may be in conflict with such rules, regulations, and/or orders, GTI may suspend or terminate the Service, or terminate the Agreement without liability.
Upon any termination of the Service, GTI reserves the right to permanently delete from its servers any and all information and content contained in Your account or Service, including but not limited to order processing information, data, mailing lists, files, email, and any Web pages generated by You, Users or the Service. GTI accepts no liability for such deleted information or content.
Should GTI suspend a portion, but not all, of Your Service due to a violation by You of any law, regulation, or policy, You shall remain liable for all fees applicable to the Service as a whole. Should GTI terminate Your Service, You are liable for the payment of all fees applicable to the Service up to the date of termination, in addition to any early termination fees (if any). You expressly waive any statutory or other legal protection in conflict with the provisions of this Section 11.
This Agreement shall be governed by the laws of the Commonwealth of Virginia, without regard to any principle of conflicts of law that would require or permit the application of the substantive law of any other jurisdiction. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Agreement.
Both GTI and You agree to comply fully with all relevant export laws and regulations of the United States to ensure that no information or technical data provided pursuant to the Agreement is exported or re-exported directly or indirectly in violation of law.
At the written request of either party, the parties shall attempt to resolve any dispute arising under or relating to the Agreement through the informal means described in this Section 12.C. Each party shall appoint a senior management representative who does not devote substantially all of his or her time to performance under the Agreement. The representatives shall furnish to each other all non-privileged information with respect to the dispute that the parties believe to be appropriate and germane. The representatives shall negotiate in an effort to resolve the dispute without the necessity of any formal proceeding. Formal proceedings for the resolution of the dispute may not be commenced until: (i) the designated representatives conclude that resolution through continued negotiation does not appear likely; or (ii) thirty (30) calendar days have passed since the initial request to negotiate the dispute was made; provided, however, that a party may file earlier to avoid the expiration of any applicable limitations period, to preserve a superior position with respect to other creditors, or to apply for interim or equitable relief.
If disputes between the parties arising from or concerning in any manner the subject matter of the Agreement cannot be resolved through good faith negotiation as provided in Section 12.C, above, either party shall have the right to refer the dispute(s) to the American Arbitration Association for resolution through binding arbitration by a single arbitrator pursuant to the American Arbitration Association's rules applicable to commercial disputes. The parties agree that this shall be the sole forum for resolution of the dispute. The arbitration shall be held in Arlington, Virginia. The arbitrator will have no authority to award any damages that are excluded by the provisions of this Agreement. Either party will have the right to apply at any time to a judicial authority for appropriate injunctive or other interim or provisional relief, and will not by doing so be deemed to have breached its agreement to arbitrate or to have affected the powers reserved to the arbitrator.
No proceeding, regardless of form, arising out of or related to the Agreement may be brought by either party more than two (2) years after the accrual of the cause of action, except that: (i) proceedings related to violation of a party's Intellectual Property Rights or any duty to protect confidential information may be brought at any time within the applicable statute of limitations; and (ii) proceedings for non-payment may be brought up to five (5) years after the date the last payment was due.
Except for the obligation to make payments, neither party will be liable for any failure or delay in its performance under the Agreement due to any cause beyond its reasonable control, including, but not limited to, acts of war, acts of terrorists, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act, or failure of the Internet (not resulting from the actions or inactions of GTI), provided that the delayed party: (i) gives the other party prompt notice of such cause; and (ii) uses its reasonable commercial efforts to promptly correct such failure or delay in performance. If GTI is unable to provide the Service for a period of sixty (60) consecutive days as a result of a continuing force majeure event, You may cancel the Service, but there shall be no liability on the part of GTI.
GTI respects the intellectual property of others, and we ask that You do the same. If You believe that Your work has been copied in a way that constitutes copyright infringement, or Your Intellectual Property Rights have been otherwise violated, please provide our copyright agent ("Copyright Agent") for notice the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual- property interest; (ii) a description of the copyrighted work or other intellectual property that You claim has been infringed; (iii) a description of where the material that You claim is infringing is located on the site; (iv) Your address, telephone number, and email address; (v) a statement by You that You have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (vi) a statement by You, made under penalty of perjury, that the above information in Your notice is accurate and that You are the copyright or intellectual-property owner or authorized to act on the copyright or intellectual-property owner's behalf.
The Copyright Agent for notice of claims of copyright or other intellectual-property infringement can be reached by email at customerservice@genesant.com.
Notices under the Agreement shall be by electronic mail or in writing and shall be deemed delivered upon receipt by the party to whom such communication is directed. Any notice to GTI must include Your name and, if sent by electronic mail, must originate from the electronic mail address provided by You with Your Account Information. Notices sent by You to GTI in writing should be addressed to 8150 Leesburg Pike, Suite 400, Vienna, VA 22182, USA. Notwithstanding the foregoing, GTI may provide notices of changes to the Agreement by displaying notices or links to notices to You generally on the Admin Site.
Neither party may assign or otherwise transfer any right or obligation set forth in this Agreement without the other party's prior written consent, which consent shall not be unreasonably withheld, except that either party may assign its rights and obligations under this Agreement without the approval of the other party to an entity which acquires all or substantially all of the assets of the assigning party or to any subsidiary or Affiliate or successor in a merger or acquisition of the assigning party; provided that in no event shall such assignment relieve the assigning party of its obligations under this Agreement. Any purported assignment in violation of the preceding sentence shall be void and of no effect. This Agreement shall be binding upon the parties' respective successors and permitted assigns. This Agreement constitutes the entire agreement between the parties, and supersedes all other prior or contemporaneous communications between the parties (whether written or oral) relating to the subject matter of the Agreement.
The provisions of the Agreement shall be deemed severable, and the unenforceability of any one or more provisions shall not affect the enforceability of any other provisions. In addition, if any provision of the Agreement, for any reason, is declared to be unenforceable, the parties shall substitute an enforceable provision that, to the maximum extent possible in accordance with applicable law, preserves the original intentions and economic positions of the parties. Each party shall act in good faith in the performance of its respective responsibilities under the Agreement and shall not unreasonably delay, condition or withhold the giving of any consent, decision or approval that is either requested or reasonably required by the other party in order to perform its responsibilities. Each party to the Agreement shall be deemed to be an independent contractor of the other party. Nothing contained herein shall imply any partnership, joint venture, agency or master/servant relationship between the parties and neither party shall have the power to obligate or bind the other in any manner whatsoever. Furthermore, nothing contained herein shall imply or be construed as an endorsement by GTI of Your products, services, business or business practices.
The headings of the various Sections of the Agreement have been inserted for convenience of reference only.
No failure or delay by either party in exercising any right, power or remedy shall operate as a waiver of such right, power or remedy, and no waiver shall be effective unless it is in writing and signed by the waiving party. If either party waives any right, power or remedy, such waiver shall not waive any successive or other right, power or remedy the party may have under the Agreement.
Any provision of the Agreement that imposes or contemplates continuing obligations on a party shall survive the expiration or termination of the Agreement, including Sections 3.H, 3.I, 5, 6.B, 6.C, 6.D, 7, 8, 9, 10, 11.F, 11.G, 11.H and 12 through this Section 16 of these Core Terms.


text:
Local News > A 'green' house: HOA to go paperless
A 'green' house: HOA to go paperless
The year 2020 marks the 70th anniversary of the restoration of the territory's legislature, and as the year comes to a close members are taking action to make the House …
Continue reading "A 'green' house: HOA to go paperless"
by Dana Kampa | December 3, 2020
The House of Assembly recently passed a resolution creating a committee to establish a system for going paperless. (Photo: DANA KAMPA)
The year 2020 marks the 70th anniversary of the restoration of the territory's legislature, and as the year comes to a close members are taking action to make the House of Assembly a little greener.
The HOA passed a resolution on Nov. 25 to form a special select committee to guide efforts to reduce its use of paper.
Under the resolution, which was Gazetted on Nov. 30, the committee is tasked with implementing a technological system that will replace the use of printed documents.
House Speaker Julian Willock will act as chairman, and Opposition Leader Marlon Penn will be the deputy chairman of the 12-person committee.
When introducing the resolution, Premier Andrew Fahie said going paperless will ideally make the HOA's manner of operating more modern, efficient and professional.
"It shows that we continue to grow as a territory," Mr. Fahie said. "I thank the members on all sides of the aisle, because I know one thing that we do have in common and are mutually aligned with is to ensure that we advance the way that the House of Assembly performs not only in legislation, but also in terms of technology and methodology."
He didn't offer a specific timeline, but Mr. Fahie said the project would be carried out "in record time."
The premier also highlighted the importance of ensuring that strict security measures are maintained during the switch to digital documentation. He added that even "the best of systems can be hacked," but the committee would focus on making the new system as secure as possible.
Mr. Penn, who has pushed for a paperless revolution for years, said he agreed that the time is now to focus on modernising the House.
"An important component of that is through technology and revolutionising the way that we do business here as a House," Mr. Penn said.
He said a series of pending legislative items concerning digital issues, including the Data Protection Act 2019 and Electronic Filing Act 2019, will help usher in this digital change.
"Covid has taught us the importance of information communication technology, ICT, and the role they will play in terms of the whole new dynamic that is upon us in terms of Covid," Mr. Penn said, noting how many households have been forced to learn how to work and school from home on a steep learning curve.
'Green agenda'
Deputy Premier Dr. Natalio "Sowande" Wheatley said the "green agenda is moving quickly," under the current administration. He added that the switch to e-government should save money and time once it's established.
He also praised Cabinet Secretary Sandra Ward, who is also a member of the special committee, for her guidance based on similar changes made in Cabinet.
"With her assistance, I know we'll get something fit for purpose," Dr. Wheatley said. "The process that we currently use in Cabinet is excellent. … If that is any indication, I think it will make our lives a lot easier here in the House of Assembly."
Junior Minister for Trade and Economic Development Shereen Flax-Charles said she fully supported the endeavour, saying she knows very well how much paper is used based on the weight of the document-laden bag her husband carries to and from the ferry dock for her.
CategoriesLocal News Tagselectronic legislation, green, HOA, House of Assembly, julian willock, marlon penn, paperless, special select committee
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ALBANY — Four Spitzer administration officials violated the state's ethics law when they used the State Police last summer to gather travel documents they hoped would tarnish Joseph L. Bruno, then the State Senate majority leader, according to a report released on Thursday by the State Commission on Public Integrity.
The report drew on 3,000 pages of testimony and thousands of internal documents, and depicts an administration on a war footing, with Gov. Eliot Spitzer seething over attacks from Mr. Bruno and eager to strike back.
It also describes an extensive — but ultimately fruitless — effort by the governor's top aides to deny the commission e-mail messages and documents that could shed light on the administration's actions last spring and summer, when internal discussions began about whether Mr. Bruno's travels on state aircraft could pose a political problem for the senator.
The commission brought no charges against Mr. Spitzer. But in its report, the commission left open the possibility of action, including taking steps against Mr. Spitzer, if additional evidence emerges.
While separate investigations continue, the report had been perhaps the most eagerly awaited in Albany, and it offered one of the most thorough examinations of the conduct of the Spitzer administration as it gathered and released information about Mr. Bruno.
It also affirmed the findings of previous inquiries that Mr. Spitzer's communications director, Darren Dopp, and William F. Howard, a public safety adviser to the governor, asked the State Police to re-create travel itineraries for Mr. Bruno, hoping to show that he had used state aircraft to attend political fund-raisers. Though that would not necessarily have violated state policy at the time, such uses by other state politicians have drawn criticism in the past.
The State Police superintendent, Preston L. Felton, who has since retired, worked with troopers to obtain the information, the report said, knowing it would be released to the news media. In some cases, the police reported the details of Mr. Bruno's trips to Mr. Dopp "on a real-time basis," according to the report, suggesting a continual, close monitoring of Mr. Bruno's travel.
Richard Baum, then the top aide to Mr. Spitzer, received e-mail messages about the travel records from Mr. Dopp, but failed to intervene to prevent any impropriety, the report says.
Mr. Baum and Mr. Howard have already reached settlements with the commission. Both men admitted wrongdoing under a broadly worded section of the ethics law that governs state officials' conduct, known as the Public Officers Law, that forbids any action that might "raise suspicion among the public" that an official might be involved in improper acts. Neither was asked to pay a fine.
The other two officials are contesting the findings, which will require a public adjudication of the charges. If the commission's findings are upheld, Mr. Dopp could be subject to a $10,000 fine and Mr. Felton to fines totaling $20,000.
Even as it issued its report on Thursday, the commission itself was under attack, with critics saying that it shied away from a detailed examination of what role Mr. Spitzer may have played in the effort. The panel has emphatically denied the criticism.
Mr. Dopp has accused the commission's executive director, Herbert Teitelbaum, of seeking to paint him as a rogue operative who acted without direction from or approval of the former governor. The Albany County district attorney, P. David Soares, who released a report this year concluding that the governor had been deeply involved in the effort against Mr. Bruno, has said Mr. Teitelbaum sought to interfere with his investigation.
The commission said that while Mr. Spitzer was at critical points apprised by Mr. Dopp about efforts to collect the travel records and generate negative news coverage about them, the governor believed that the documents had been requested by a reporter and that the information was being released in accordance with existing public records laws and procedures.
It also said that Mr. Dopp's testimony in Mr. Soares's inquiry was at odds on some key points with his testimony to the commission, including his description of a June meeting with the governor, after which Mr. Dopp released Mr. Bruno's travel records to The Times Union of Albany.
In an interview, Mr. Dopp said his statements were not inconsistent. The only difference, he said, was that Mr. Teitelbaum had not asked him exactly what Mr. Spitzer said.
The report also strongly contradicts Mr. Spitzer's contention, and that of his aides, that they cooperated fully with the investigation. According to the commission, the administration released information sporadically over the 10-month investigation, hampering the inquiry, and tried to exempt more than 100 documents through what the commission described as "spurious claims of privilege," only to back down after the commission authorized its staff to seek a court order for the documents.
In one e-mail message included in the report, Sean Patrick Maloney, an administration lawyer, noted to David Nocenti, Mr. Spitzer's former counsel, and other colleagues that investigators had not yet thought to ask for e-mail from administration officials' personal accounts.
Mr. Maloney recommended that in their first response to a request for documents, Mr. Spitzer's counsel include "a key adjective." He suggested writing that "we have searched chamber records and produced herewith those chamber items responsive to your request," to avoid being accused by investigators of not fully responding to their request at a time when the administration did not yet have access to aides' personal e-mail.
Nearly all of Mr. Spitzer's e-mail messages included in the report appear to have been sent from a personal account.
The commission declined on Thursday to discuss whether it is continuing to investigate Mr. Spitzer. The panel earlier sent the former governor a so-called 15-day letter notifying him that he was among the subjects of the commission's inquiry, but it is not clear when the letter was sent.
A lawyer for Mr. Spitzer, Michele Hirshman, said in a statement that there was no evidence that he had acted improperly, and that the investigation was concluded.
"Nothing in the commission's report suggests that Governor Spitzer's conduct was anything other than proper, legal and obligatory," Ms. Hirshman said.
But the commission is required, if it determines that there is no violation by a person who has received a 15-day letter, to inform the person of that determination. Ms. Hirshman declined on Thursday to say whether Mr. Spitzer, who resigned in March, had received such a letter.


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Verdict in Cardinal Zen's trial expected
The verdict in the trial of Cardinal Joseph Zen, the 90-year-old former bishop of Hong Kong, is expected to be handed down tomorrow (Friday).
He is one of six pro-democracy advocates arrested under Hong Kong's national security law.
All six have pleaded not guilty to charges that they failed to register a fund that helped Hong Kong pro-democracy protesters pay for their legal fees and medical treatments.
Senior Counsel Robert Pang defended Zen in court and argued last month that imposing "criminal sanctions on the failure to register must be an infringement of freedom of association."
Pang has also represented Jimmy Lai, a Catholic pro-democracy advocate and former publisher of Hong Kong's Apple Daily who has been jailed since December 2020 for violating the same national security law.
Lai's trial is scheduled for December 1.
In a recent interview, Hong Kong's current bishop said that the Catholic Church has "not remained idle" in the face of challenges posed by the national security law.


As I've been reading through Refactoring by Martin Fowler, I've found it helpful to rewrite some of the examples from the book in PHP in order to cement the concepts into my mind. While Martin's examples are primarily in Java, I've found an overwhelming majority of the concepts apply to PHP, which is where I spend most of my programming time.
In today's article, I will attempt to rework the Simplifying Conditional Expressions (pp. 237-270) section into a handful of PHP-based examples.
As with any large block of code, you can make your intention clearer by decomposing it and replacing chunks of code with a method call named after the intention of that block of code.
One of the resounding concepts in Refactoring is that whenever you can break apart a section of code into smaller, more informative units, you should. Essentially, the method above takes a Project object along with a couple of parameters and determines what rate should be charged.
The two rate calculations are dependent on the outcome of the conditional. Since the conditional is made up of two items, it may make more sense to refactor it into its own method with a descriptive name.
While we are at it, we can move the two rate calculations into their own methods.
It's worth pointing out that while we have added several methods and increased the number of code lines, we have more clearly communicated the intention behind our conditional by using a descriptive method name, instead of simply comparing strings.
Say you have a handful of conditionals that all return the same result if true. By consolidating them into a single method, you can improve the implied logic of your code.
Occasionally, you will find sections of code that are duplicated across multiple legs of a conditional.
Fortunately, this is a pretty easy fix. Just move the duplicated code outside the conditional so that it is processed after the conditional is evaluated.
If you find yourself nesting a conditional block within another set of conditionals, you may find that replacing the outermost conditional with a guard clause is more clear.
In this example, we know right off the bat that we don't want work we deem to be inappropriate. If that's the case, perhaps a guard clause would be a better choice than nesting the conditionals.
If you are using an if-then-else construct you are giving equal weight to the if leg and the else leg. This communicates to the reader that the legs are equally likely and important. Instead, the guard clause says, "This is rare, and if it happens, do something and get out."
As you can see below, we are using a guard clause to exit the method as soon as we deem the work inappropriate. We know already we don't want it, so there's no sense in continuing the method.
Computers excel at taking sets of instructions and stepping through them systematically. They don't need code to have informative method or variable names. They don't even need the code to be formatted in a specific pattern (aside for the syntactical requirements).
Our goal in simplifying conditional expressions should be to make the code read easier for humans, not for computers. Ideally, you should be able to glance at a conditional, see which is the happy path through the method, and quickly identify when and where deviations should occur.


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Recall Effort to Remove City Councilors Fails to Submit Signatures
November 30, 2021 Tyler Francke Government, News
A recall effort to remove two Canby city councilors whose terms began in January has failed after petitioners did not submit the required number of signatures to the city recorder's office before the Monday deadline.
Conservatives had targeted progressive councilors Sarah Spoon, who won her second term in the November election, and Chris Bangs, who is in his first, over claims of inappropriate and anti-religious comments made months before the recalls were filed.
The petitions were filed the same week a conservative councilor, Jordan Tibbals, announced he was resigning and moving out of state, shifting the balance of power on the council in favor of the progressive bloc for the first time in years.
The progressive majority later appointed newcomer David Bajorin to replace him.
The recalls had been initiated by Stephanie Boyce, owner of the Vitamin Plaza in downtown Canby and herself an unsuccessful candidate for Canby City Council in 2010.
Petitions were available for signing at Vitamin Plaza, but it's not fully clear what other efforts, if any, were made to collect signatures. Repeated requests for information about signature gathering events or where residents could sign the petition — including as recently as last week — were ignored by Boyce.
Per election rules, petitioners needed to submit at least 1,151 verified signatures from Canby residents by 5 p.m. Nov. 29 to initiate a recall.
City Recorder Melissa Bisset told the Current Monday that Boyce did not say how many signatures they collected, but she did "let me know that she will not have enough signatures to turn in."
Filings with the Oregon Secretary of State's Office show no record of contributions, expenditures or any other activity since the committees to recall Bangs and Spoon were created by Boyce on August 30.
"I am not surprised it failed," Bangs said in a later statement to the Current. "It is a difficult environment for recalling people, given that voters generally don't appreciate getting second-guessed so close to the original election and also the high number of signatures required. I did not expect the issue to ever make it on the ballot."
Bangs said he decided to run for council last year in an effort to "set aside political squabbling" and concentrate on nonpartisan issues that improve the community for all residents.
"With the recall deal behind us now, I'd like to see us move forward with improving the safety and looks of Ivy and 99E, fixing up the logging road bridge, fixing up the Community Park, getting food carts opened up in town and exploring the possibilities of putting a bridge over the old 'Honda Pit' so we can get our police onto both sides of 99 even while the train is stuck there for hours," he said.
A letter claiming to be from Boyce was sent to a number of Canby residents urging them to sign the petitions and protect against "Canby Erosion," which it defined as a "slow erosion of Canby Culture."
It also linked to a CanbyFirst.com article recounting a City Council meeting in which Bangs, according to the letter, "show(ed) contempt for people with religious convictions," and two videos in which Spoon, while not operating in official capacity, allegedly exhibited inappropriate behavior.
The letter promised "Signature Collection Hot Spots near your neighborhood" but did not give details.
Petitioners were sighted at a brief signature-gathering event in the Canby Square parking lot near Safeway Saturday, November 20, accompanied by a large warning sign reading "CANBY EROSION RECALL SPOT" and another reading "CAUTION: Portland 'Values' Need to Stay in Portland."
The site appeared to generate little traffic, according to one observer who watched it for about 30 minutes that Saturday, and wrapped up before 2 p.m.
Canby has not seen a successful recall effort of a sitting public official since 1993, when councilors Maureen Miltenberger and Joe Driggers were voted out of office for opposing an anti-gay-rights measure that had been passed by 56% of the city's voters.
Miltenberger and Driggers had publicly stated they felt the measure was unconstitutional and unenforceable — and even signed onto a lawsuit brought by the American Civil Liberties Union against the city — which some Canbyites saw as an act of betrayal.
Their stance was later vindicated when the Legislature passed a new law prohibiting such local ordinances from taking effect, but the debate in Canby boiled on and eventually resulted in the recall of both council members by narrow margins.
CanbyCanby CurrentCanby FirstCanby newsCanby newspaperCanby OregonCanby Oregon newsCanby podcastCanbyFirstClackamas County


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Many Changes
The student life of Louis Harms was over; he had learned much in Gottingen; not so much from the professors as from books; but more than all he had found his Saviour. With growing faith in his heart, he went to Lauenburg, as tutor in the family of Chamberlain von Linstow, after having passed an examination in Hanover, to which he went with calm assurance of success, for he possessed treasures of knowledge and was master of himself.
His examiner was the venerable and revered Abt Sextro; learned but very eccentric. From the beginning Herr Sextro had an admiration for the young student, who was such a master of Latin, and was so impressed by the self-reliant way in which the answers in all branches were given that he arose to his feet. Louis did the same, and thus the examination went on in eager dialogue until the trial ended, and he left the room. But scarcely was he upon the street, when, hearing some one running after him, he turned and found a messenger sent by Herr Sextro "to thank him for the great pleasure he had given." He had passed a number one examination, and, I believe, he had the same in the three consistorial examinations that followed.
As his salary at Herr von Linstow's was to be given in quarterly payments, he would receive nothing for three months; and as father could give him only enough for his traveling expenses, he had to be very economical. But he was accustomed to self-denial and found himself in a congenial home. The whole family were inclined to Christianity, the children were intelligent and studious, and he had much pleasure in teaching them.
In the first year of his sojourn there an incident occurred which brought a trial to his whole life. No Christian is fully prepared to serve God without a cross, and in that time he received his, for until then, with his iron constitution and strong will, he had evaded sickness; but now God took him into the school of affliction and kept him there. In the three classes of "I may, can, and must" suffer, he learned his lessons well.
His affliction dated from a sledding party upon the frozen Elbe. My brother, having on skates, had the honor of drawing the sled of the Lady von Linstow. So went they to and fro upon the smooth surface, until they reached the place where the Steckenitz River flows into the Elbe, and was not so solidly frozen. Louis did not remember the exact bounds, and when ho reached the Steckenitz the ice broke with the weight and they went under. But by God's mercy Louis succeeded in placing one foot upon a pile, and although he could not regain his footing upon the ice, as every effort he made caused it to break in his grasp, yet with half his body out of the water succeeded in keeping both from drowning. The lady fainted, and her helplessness added to his burden. At length assistance came, and, after much exertion, they were rescued. The lady was taken to the nearest dwelling, and Louis ran in his wet clothing, which froze upon him, to the castle to get dry garments for her, thinking not of his own condition until she was again in her own home.
From that time he was afflicted with rheumatism, which accompanied him to the latest day of his life; he was a cross-bearer, but also a Christ-bearer.
There was at that time in Lauenburg a believing and an unbelieving pastor; the former, Pastor Catenhausen, always a firm friend to Louis; the latter a bitter enemy. In the not far-distant Luneburg, Louis had also another warm friend in Senior Deichmann, and to hear him preach Louis considered it no hardship to walk the distance between the two places.
Always clearer and deeper grew his belief, and he wished to foster it in more ways than in hearing sermons, and he asked advice of Missionary Superintendent Richter. He counseled him to read missionary literature, and to interest himself in mission work. Louis recognized at once the helpful influence such work must have on Christian advancement, and followed his advice. From that time his heart was filled with the work, and his report of the missionary meeting in Lauenburg in 1835 gave evidence of the power he was in the cause of missions, and also the deep hold the subject had taken upon the people, as evinced by their gifts to the cause.
Henceforth the winning of souls to the knowledge of Christ was the object of my brother's life; and Lauenburg was the place of his work, for there God had placed him, though not as a minister. But he must work in the vineyard of the Lord, and he visited the sick and those who were in prison, and held meetings of prayer and praise. This visiting of the sick was very obnoxious to the unbelieving pastor; he considered that to be his work. But Louis reminded him that it was a duty enjoined upon each and every Christian to feed the hungry, clothe the naked, and visit the sick and those who are in prison. Close by the court-house was a round tower in which prisoners were confined, and Louis asked permission of Chamberlain von Linstow and the keeper—Brenzel—whose breast was decked with Danish orders, to be allowed to visit them, and to his joy his request was granted. There he found much misery, but also some frank, sincere natures, although the faithful Brenzel stood outside to protect him in case of treachery.
The unbelieving pastor was so angry at Louis for what he considered his interference, that he charged him with holding conventicles, and informed upon him to the Government Councilor G, in Ratzeburg, and asking that Louis be forbidden to enter the prison. The Councilor was a just, resolute man, and a promoter of good works. On court days it was his custom to pass through the crowd outside, listen to complaints, gather information in every way he could, and thus form an opinion to be decided upon when court opened. The Councilor did not wish to consult with Chamberlain von Linstow, knowing that Louis was a member of his family, but laid the case before the judge of the court, who questioned into the case. Louis acknowledged that he held these meetings, to which anyone could come; that they were held for the purpose of prayer and the reading of God's Word; and he considered that the children of God had as much right to assemble together in their way as the children of the world had to assemble in public houses.
The judge said that these meetings would not be tolerated, and he feared if Louis persisted he would find himself in prison; to which my brother replied that if they chose to imprison him, he could not prevent it; but, if they did, the first place he would go to, upon being released, would be into one of these meetings. This protest was sent to Ratzeburg, and as my brother was still at liberty, and there seemed to be nothing being done to prevent him, his persecutor asked how it was that Louis was still allowed to hold these meetings. "I cannot bring action against such a man," replied Councilor G. "I cannot but honor one who is so faithful to his convictions." Thus it was that Louis continued in his work, held his meetings, visited the sick, and labored faithfully for missions.
In the meantime Pastor Catenhausen had left Lauenburg, and another faithful pastor had taken his place. He was very deaf, and Louis assisted him all he could, preaching for him all one summer while he was at a water-cure. The sermons of Louis were persuasive, eloquent, and full of power. Many were brought to the Saviour, while others were offended, and threats were even made against his life by the rough element of the neighborhood. Once they waylaid him while on his way to visit a sick man, and, as he came at his usual quick pace, they barred his way with clenched fists. "Would you hinder me from being of use to a sick man?" questioned he, and pushing them aside kept on his way. They did not make another attempt to molest him.
That season the cholera visiting Lauenburg, the people were in terrible fear. Danes and Hanoverians guarded their shores, and a Danish man-of-war was stationed in the Elbe. People were almost helpless from fright, for, in spite of soldiers and warship, the cholera came and death had a great harvest in Lauenburg.
During that terrible time Louis, fearing nothing for the danger, visited the cholera patients, comforted them with God's Word, and gave them all the help in his power. He held that no disease was contagious, and certain it was that he did not contract the cholera. Faithfully did the band of Christians in Lauenburg assist, and brighter shone their faith; for it is under the cross of affliction that the true child of God feels more sensibly the support of the Father. The most of them are gone, but to me they will always be held in affectionate remembrance, because of the attachment of my brother for them.
I have often thanked God that He allowed me to live at that time, for I was to be confirmed, and that Louis asked our parents to send me to him at Lauenburg. The family of von Linstow had given cordial permission; but I went with great reluctance to the stately residence, not knowing them, and scarcely feeling at home with Louis, who was eleven years older than I. But I was received with such hearty kindness by the family and such affectionate thoughtfulness by Louis, that I soon felt at home. My brother knew that from early youth I had an inclination for piety, and he fostered it with faithful, tender love. We sat in his room of evenings by the windows, which gave us a view of our dear Hanoverian country, the steeple at Luneburg in the distance, and the Elbe close at hand. There we conversed upon the one thing needful, he not treating me as a child, but as a loved friend and brother. After my return to our father's house, how precious were his letters!
Our dear parents did not fully understand them, and feared he was on the way to be an enthusiast, and often spoke of these fears to me; and once when Louis came home, bringing two of his pupils with him, mother took him aside, and, with tears in her eyes, besought him not to be unfaithful to the belief of the fathers. "Mother," said Louis, embracing her, "do you believe on God the Father Almighty, maker of heaven and earth, and in Jesus Christ His only Son our Lord, etc.?" "That do I believe with my whole heart," replied mother. "And that is my belief, dear mother; by it I will live, and by it die."
The heart of our faithful mother was thrilled with joy, and after that she rested in peace. Father, however, admonished him to moderation, and not without need, for so profound were my brother's convictions, so ardent his love for the Saviour, and so little had come his way to bend his strong will. There was no one who had more earnest love for a personal Saviour, nor firmer desire for holiness, and for this end was the man's life a daily amendment, a continual learning, an increasing battle. Louis had passed from darkness into light, out of the work of his own choosing into submissive bowing to God's will; God had chosen him for an instrument for His work, and he went God's way. His zeal, his good deeds, his self-denying gifts, could not fail to awaken the admiration of even an enemy.
Time passed on, his pupils grew old enough to leave the father's house, and in 1839 Louis returned to Hermannsburg. Here he remained until Easter of 1840, when he accepted the position of tutor in the house of Landmeister Pampel, in Luneburg. During his sojourn in Hermannsburg he had influenced many by his preaching, and won all hearts by his kind, friendly manner. The people were unwilling to have him go; they appreciated his great gifts, and were prepared for his later work.
The community at Luneburg, which included Senior Deichmann and other loved Christians, felt themselves richly blessed by his coming. His great love for his Saviour did not permit him to be satisfied with only his duties as instructor; he must preach and hold meetings, and help wherever he could. He traversed the streets and by-ways, and wherever sin, sorrow, and want were found he gave assistance. When he preached the place was crowded, the people from the surrounding country flocking to hear him, his active, efficient work showing results even to this day. How much influence he had over the people, and how much Satan sought to weaken the influence, may be shown by the ignorant among them having a superstition that his great success was the work of the evil one, and that before attending his meetings it was needful to protect themselves by a counter-charm. But instead of this lessening the assemblages it increased them, and Satan had to take another plan.
In the year 1841 my brother was to preach at a time when prayers were to be offered for the deceased Empress Friederica throughout the kingdom. Louis could not reconcile it to his conscience to hold prayers in the prescribed form, so he held them in his own way. He was informed against, and at the end of August was, through the Consistory, forbidden the pulpit. The outlook was that his day as minister of the gospel was past. This was a terrible blow to him and to his faithful Christian friends. He was thirty-three years of age, and in spite of his love for the work, his great gifts, his success, he was stranded, and saw no prospect of ever moving on. But God's ways are wonderful with His own; Louis had a "clear conscience and firm faith, and has since told me that he never slept better, nor had such sweet peace as during that time.
One year after, through the intercession of Superintendent Holty, in Luneburg came a rescript of the Consistory, and following it was a call as assistant instructor in the mission-house in Hamburg. There was also another call as a minister to New York, to which he had a strong inclination, but our dear sister Emilie had just died, and father did not wish him to leave the Fatherland for a foreign country, so he remained in Luneburg until Michaelmas, 1843, and then returned to our father's house in Hermannsburg.
I had been tutor in a house in Lauenburg, and as I lost my position just at that time, we traveled home together—the remembrance of the journey and our days together in our parents' home being inexpressibly dear to me. Louis assisted father in his school and in his duties as pastor, but for a place for him in a pulpit there was no word. He was now thirty-six years of age, and the people were awakened through his earnest preaching and besought him to remain with them. After the sermons each Sunday it was his custom to invite those who desired to ask questions of him to come to the parsonage; and the number steadily increased until his room was full. He talked to them in low German, for with his own people he always spoke in his mother-tongue.
At first people were shy of coming, fearing that father would feel hurt that they came to Louis in preference to him. But the dear true father would walk to and fro in the porch on Sunday evenings, and to the people would say, "Is it my son you came to see? Pass in, I bid you gladly." The crowd increased, and Louis was not idle; but, as no situation offered, father applied to. the Consistory to have him appointed as assistant, his increasing age and duties requiring a helper. This request was granted. Louis was appointed in October, 1844, and on November 20th was ordained in Hanover, and, on the second Sunday in Advent, commenced his services as assistant pastor in Hermannsburg.
(Click for chapter 4 His Work as Assistant Pastor)


Purpose: Harvard Law School seeks to ensure that students are given ample opportunities to gain hands-on, practical legal experience during their time at HLS. HLS offers the largest in-house clinics and externship programs in the country. In addition, HLS also provides in-house supervision for a broad range of Student Practice Organizations (SPO's). Students may also design independent clinical projects and pro bono projects.
1. HLS offers several carefully designed options for students to engage in legal practice, all of which train students to be competent, effective and ethical lawyers while providing the supervision necessary for effective pedagogy and compliance with relevant statutes and rules governing the practice of law.
Working within an established Harvard Law School clinic or externship.
Working within an approved Harvard Law School student practice organization ("SPO"). Student Practice organizations are student-run with supervising attorneys on HLS staff to assist and guide students.
Working within an approved independent clinical placement.
Working on an individual basis for HLS Pro Bono credit under the direct supervision of a licensed attorney at a law firm or legal organization or an HLS faculty member who is licensed to practice.
Earn academic credit – to fulfill the independent written work option for the writing requirement – for detailed legal research and policy analysis under the supervision of a faculty member. Independent written work projects take a wide range of forms, from law review articles to drafting proposed statutes to writing policy papers to advising public officials or private entities. Those projects may also include various sorts of public policy analysis, historical research, and empirical work so long as they include the completion of an appropriate written work product. Writing at HLS.
Students may also gain practice experience by volunteering individually on a non-credit basis for outside attorneys, under the supervision of those attorneys, but shall not in any way hold themselves out as doing so as part of an HLS student group or under the HLS name.
2. HLS student organizations that are not approved SPOs shall not under any circumstances engage in the practice of law in any form. Disregard for this policy will subject the student organization to dissolution procedures.
Only approved SPOs and clinics (where an in-house attorney supervisor is provided through a clinic or a stand-alone SPO) may seek out or accept projects that constitute legal practice or otherwise practice law using the Harvard name.
Students who are not in approved SPOs and clinics shall not form student organizations with the intent of engaging in law practice.
Student organizations may present conferences, panels, and other events and bring in speakers. Members of such organizations may of course talk generally with others about their practice experiences as long as they comply with professional rules governing client confidences.
Creating a new SPO or clinic requires an investment of resources to hire supervising attorney(s), provide space, ensure data security and client confidentiality, etc. Students are encouraged to work within existing clinics and SPOs. Funding to start an SPO or a new clinic comes from the Law School budget and not through the student funding board or the Dean of Students Office. Such requests must be weighed against on-going requests to support existing clinics and SPOs. Please contact Assistant Dean Lisa Dealy to find out more about the institutional review process for proposed clinics or SPO's.
Even students approved for clinical work or working with an SPO should recognize and work within the limits of their competence; ask for help from a clinical supervisor when necessary; accurately represent their role as a student attorney; and ensure they are supervised appropriately for any clinical task they perform.
3. Standards of professional behavior for law students.
HLS students are required to comply with rules regarding the practice of law and the Law School's policies regarding engagement in the practice of law while enrolled at the Law School. These rules ensure proper supervision and compliance with applicable legal requirements. Violation of the rules on the unauthorized practice of law may result in disciplinary proceedings before the Administrative Board, and may interfere with eligibility for admission to the bar.