Terms of Service

Last modified
November 19, 2020

Welcome to Lookout, a proprietary desktop application that provides information management services. By accessing content on the Lookout website (the “Site,” which includes all pages within the sentinel.network web domain), creating a Lookout User Account, or accessing or using the Lookout application and the services it provides (together, “Lookout”), you accept and agree to be bound by the following Terms of Service, which comprise a contract between you and Ben Fry LLC d/b/a Fathom Information Design (“Fathom”):

  1. Lookout. Here’s how Lookout works: Fathom receives data from a school or university (the “Institution”), as well as the Institution’s contractors, representatives, students, employees, and/or other people affiliated with the Institution or from its surrounding communities. In turn, Lookout provides the Institution with information management services, such as data visualization and access to some of this data.

    Fathom reserves the rights (a) to make material modifications to Lookout, including but not limited to changes to existing features, functionalities, design elements, and user interfaces; and (b) to introduce additional features and functionalities. At any time and for any reason or for no reason, Fathom may discontinue your access to part or all of Lookout or delete your User Account, or do both.

  2. Authorized User. You represent that your Institution has authorized you to use Lookout.

  3. Permitted Purpose. You agree that you will access and use Lookout and any data that Fathom provides through Lookout or by any other means (“Fathom Data”) only for the purpose of protecting the health and safety of your Institution’s own and the surrounding communities during the period of the public health emergency occasioned by the COVID-19 (coronavirus) pandemic. You agree that you will not use or access Lookout for any commercial purpose.

  4. Appropriate Use/ Conduct. You agree that you are responsible for your own use of Lookout. You agree that you will use Lookout in compliance with these Terms of Service and all applicable local, state, national and international laws, rules and regulations, including privacy and copyright laws; any laws regarding the transmission of technical data exported from your country of residence; and all United States export control laws.

    You agree that you will not use Lookout outside of the United States.

    In addition, you agree that you will not:

    • Allow any other person to access or use your User Account;

    • Impersonate any other person, including by establishing a User Account under another person’s name or using another person’s personal information;

    • Provide false, misleading, or inaccurate information to Lookout;

    • Reverse-engineer Lookout;

    • Use Lookout in any manner intended to damage, disable, overburden, interfere with, or disrupt any part of Lookout or any platform on or through which Lookout may be offered to you (a “Platform”), or the computer equipment or network(s) connected to Lookout or a Platform;

    • Attempt to gain unauthorized access to Lookout, a Platform or Lookout User Accounts, or the computer equipment or networks connected to Lookout or a Platform via hacking, password mining, or any other means;

    • Obtain or attempt to obtain any materials or information on or via Lookout or a Platform, if such materials or information are not intentionally made available to you through Lookout or a Platform;

    • Copy or redistribute any portion of Lookout;

    • Use any high-volume, automated, or electronic means to access Lookout (including without limitation robots, spiders or scripts);

    • Frame the Site, place pop-up windows over its pages, or otherwise affect the display of its pages; or

    • Force headers or otherwise manipulate identifiers in order to disguise the origin of any communication transmitted through Lookout.

  5. Protecting Lookout and Identified Fathom Data. You agree to maintain and use reasonable safeguards to prevent unauthorized disclosure or exposure of any Identified data that Fathom provides you through Lookout or by any other means (“Identified Fathom Data”). “Identified” refers to the presence of (a) protected health information (as defined under 45 C.F.R. § 160.103 as of October 1, 2020); (b) personally identifiable information (as defined under 34 C.F.R. § 99.3 as of October 1, 2020); or (c) other information that identifies an individual or can reasonably be used alone, or in combination with other reasonably available information, to identify an individual or to authenticate an individual. Other than to the extent necessary for you to comply with applicable state, local, and federal laws, or the order of a court or similar judicial or administrative body, you shall not (a) access, process, or otherwise use any Identified Fathom Data for any purpose inconsistent with Section 3 or (b) disclose, provide or make available to any third party any Identified Fathom Data, except the Institution’s subcontractors that have a need for such access to facilitate the purpose provided in Section 3 and that are subject to a reasonable written agreement governing the use and security of the Identified Fathom Data.

  6. Minimum necessary requirement. You agree to make reasonable efforts to ensure that access to Identified Fathom Data is limited to the minimum amount of information necessary to fulfill or satisfy the intended purpose of a particular disclosure, request, or use.

  7. Corrective Action and Notice. If you suspect or know of either (a) a breach of the Institution’s security or of Lookout or Scout, or (b) any person engaging in an actual, attempted, or threatened activity prohibited by Section 4, you agree to immediately: (x) notify the Institution and Fathom of the breach or actual, attempted, or threatened activity, and (y) take all reasonable and lawful measures necessary to stop the breach or actual, attempted, or threatened activity and to mitigate its effects.

  8. Medical Disclaimer. Lookout does not engage in the practice of medicine or provide any medical advice, diagnoses, or assurances regarding health or safety.

  9. Covered Persons. You acknowledge that “Covered Persons” means Ben Fry LLC; the corporate body President and Fellows of Harvard College, also known as Harvard University (“Harvard”); The Broad Institute, Inc. (“Broad”); Howard Hughes Medical Institute (“HHMI”); and as applicable their various Schools, the members of their governing boards, and their officers, faculty members, employees, fellows, and to the extent they are working on Lookout, their students, contractors, and representatives.

  10. DISCLAIMER OF WARRANTY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LOOKOUT AND ANY INFORMATION, PRODUCTS, OR SERVICES THEREIN OR OBTAINED THEREBY ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND (EXPRESS, IMPLIED, OR OTHERWISE), INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. THE COVERED PERSONS DO NOT WARRANT THAT LOOKOUT WILL OPERATE IN AN UNINTERRUPTED OR ERROR-FREE MANNER OR THAT LOOKOUT IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WITHOUT LIMITING THE FOREGOING, THE COVERED PERSONS DO NOT WARRANT: (A) THAT LOOKOUT WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS OR ACHIEVE THE INTENDED PURPOSES; (B) THAT LOOKOUT WILL NOT EXPERIENCE OUTAGES OR OTHERWISE WILL BE UNINTERRUPTED, TIMELY, OR SECURE; (C) THAT THE INFORMATION OR SERVICE OBTAINED THROUGH OR FROM LOOKOUT WILL BE ACCURATE, COMPLETE, CURRENT, ERROR-FREE, OR RELIABLE; OR (D) THAT ANY DEFECTS IN OR ON LOOKOUT WILL BE CORRECTED. THE COVERED PERSONS MAKE NO REPRESENTATION OR WARRANTY REGARDING YOUR ABILITY TO TRANSMIT AND RECEIVE INFORMATION FROM OR THROUGH LOOKOUT, AND YOU AGREE AND ACKNOWLEDGE THAT YOUR ABILITY TO ACCESS LOOKOUT MAY BE IMPAIRED.

  11. LIMITATION OF LIABILITY. EXCEPT INSOFAR AS THE FOLLOWING LIMITATION MAY BE PROHIBITED BY APPLICABLE LAW, THE COVERED PERSONS SHALL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DIRECT, CONSEQUENTIAL, INDIRECT, PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR EARNING POWER, LOSS OF DATA, LOSSES DUE TO ERRORS OR INTERRUPTION IN AVAILABILITY OF THE SITE, UNAVAILABILITY OF ANY SERVICE, SERVER, OR COMMUNICATIONS FACILITY, OR DAMAGES DUE TO ACTS OR OMISSIONS OF OTHERS USING LOOKOUT), ARISING OUT OF OR RELATING TO LOOKOUT, INCLUDING WITHOUT LIMITATION YOUR AND OTHERS’ USE OF OR INABILITY TO USE LOOKOUT, OR YOUR RELIANCE UPON INFORMATION OBTAINED FROM OR THROUGH LOOKOUT, WHETHER BASED IN CONTRACT, TORT, STATUTORY, OR OTHER LAW. THE COVERED PERSONS’ TOTAL, COLLECTIVE CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO LOOKOUT (INCLUDING, WITHOUT LIMITATION, IN THE WAYS DESCRIBED IN THE PRECEDING SENTENCE), WHETHER BASED IN CONTRACT, TORT, STATUTORY OR OTHER LAW, WILL NOT EXCEED THE AMOUNT, IF ANY, THAT YOU PAID TO USE LOOKOUT IN THE TWELVE MONTHS PRECEDING THE CLAIM. THE DISCLAIMERS AND LIMITATIONS SET FORTH IN THIS SECTION 11 SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WHETHER OR NOT THE COVERED PERSONS HAVE BEEN NEGLIGENT OR OTHERWISE AT FAULT.

    YOU ACKNOWLEDGE AND AGREE THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH IN THESE TERMS OF SERVICE REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND THE COVERED PERSONS, AND THAT THESE LIMITATIONS ARE ESSENTIAL TO FATHOM’S WILLINGNESS TO MAKE LOOKOUT AVAILABLE TO YOU. EACH OF THESE DISCLAIMERS AND LIMITATIONS IS INTENDED TO BE SEPARATELY ENFORCEABLE, REGARDLESS OF WHETHER ANY OTHER REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

    CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THE LAWS OR REGULATIONS OF THESE JURISDICTIONS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

  12. Links and Third-Party Affiliated Services. Lookout may include hyperlinks to websites or applications maintained or controlled by others. The Covered Persons are not responsible for and do not approve or endorse the contents or use of any of the information, products, or services that may be offered by these third-party websites or applications. If you decide to access linked third-party websites or applications, you do so at your own risk. You expressly relieve the Covered Persons from any liability arising from your use of any third-party website or application.

  13. Third-Party Beneficiaries. Harvard, Broad, and HHMI are the only third-party beneficiaries to these Terms of Service. A third-party beneficiary’s rights under these Terms of Service shall vest only when a third-party beneficiary brings or is named in a lawsuit arising from your use or attempted use of Lookout.

  14. Use of Name. You will not use any trademark or trade name of Fathom, Harvard, Broad, or HHMI, or any variation, adaptation, or abbreviation, of such marks or trade names, or any names of their officers, faculty, students, employees, or agents without the express written consent of an individual authorized to grant such right on behalf of the respective institution.

  15. Intellectual Property. You agree that Fathom owns all rights, title, and interest in and to Lookout. You will not remove, alter, or obscure any copyright notice or other notice of proprietary rights incorporated in Lookout.

  16. Choice of Law and Forum Selection. You agree that the Terms of Service and any claim or dispute arising out of or relating to the Terms of Service or your use or attempted use of Lookout will be governed by the laws of the State of Colorado, excluding its conflicts of laws principles. You agree that all such claims and disputes may be heard and resolved in the federal or state courts located in and serving Denver, Colorado. You consent to the personal jurisdiction of those courts over you for this purpose.

  17. Whole Agreement/ Amendments. These Terms of Service (along with, as applicable, any terms of service or user agreement posted by a Platform) constitute the entire agreement between you and Fathom with respect to your use of Lookout. Fathom reserves the right to amend these Terms of Service unilaterally and at any time. Fathom will post notice of changes to the terms on this webpage, and by accessing or using Lookout after modifications to these Terms of Service have been posted, you agree to be bound by all the modified terms. Accordingly, you should periodically revisit this page to review the then-current Terms of Service.

  18. Severability. If any portion of this these Terms of Service is held invalid or unenforceable, that portion will be construed in a manner to reflect, as nearly as possible, the original intention, and the remaining portions will remain in effect.