Acceptance of Terms; Updates
Modification of Terms
You may simply browse the Site, or you may register with CVG and create an account (“Account“). You must have an Account to access the full range of Services. If we believe or suspect that any information you provide us is not true, accurate, current or complete, we may deny or terminate your access to the Services (or any portion thereof). Visitors agree not to attempt to access Member areas of the Services.
In the event you subscribe for “Unlimited Access” and your Account has more than one “User”, such additional User Accounts are intended to be personal to individual members of your organization. In the event such User is no longer employed by your organization, your organization may assign the terminated User’s account to a different employee, subject to the then-current Terms.
Confidentiality and security are extremely important to us. When you set up an Account, you may be required to provide your name, email address, and phone number (collectively, your “Account Information”). Further, to prepare the Materials, you will need to enter, as additional Account Information, certain business information, including business name, limited financial information and answers to a qualitative business factors questionnaire. Your information is strictly confidential, and we have no intention of sharing your Account Information with any third-parties. You agree to only provide us with true, accurate, current and complete information for your Account. If someone accesses the Services using your Account Information, we will rely on that Account Information and will assume that it is really you or your representative who is accessing the Services. You are solely responsible for any and all use of your Account Information and all activities that occur under or in connection with the Account. Without limiting any rights which we may otherwise have, we reserve the right to take any and all action, as we deem necessary or reasonable, to ensure the security of the Services and your Account, including without limitation terminating your Account, changing your password, or requesting additional information to authorize transactions on your Account. You agree to be responsible for any act or omission of any users that access the Services under your Account Information that, if undertaken by you, would be deemed a violation of these Terms. In no event and under no circumstances will CVG be held liable to you for any liabilities or damages resulting from or arising out of (i) any action or inaction of CVG under this provision, (ii) any compromise of the confidentiality of your Account or password, and (iii) any unauthorized access to your Account or use of your password. You may not use anyone else’s Account at any time, without the permission of the Account holder and CVG. Please notify CVG, at the email set forth below, immediately if you become aware that your Account Information is being used without authorization. Except for “Additional Users” under an existing “Primary User”, you agree not to register for more than one Account or register for an Account on behalf of an individual other than yourself without such individual’s authorization.
Intellectual Property; Limited License To Users
The Materials and Services, as well as their selection and arrangement, are protected by Intellectual Property Laws, and any unauthorized use of the Materials or Services may violate such Intellectual Property Laws and these Terms. Except as expressly provided herein, CVG, its suppliers, contractors and clients, do not grant any express or implied rights to use the Materials and Services. You agree not to copy, republish, frame, download, transmit, modify, rent, lease, loan, sell, assign, distribute, license, sublicense, reverse engineer, or create derivative works based on the Materials and Services or their selection and arrangement, except as expressly authorized in the Terms. In addition, you agree not to use any data mining, robots, or similar data gathering and extraction methods in connection with the Materials and Services.
Except as expressly indicated to the contrary elsewhere on the Services, you may view, download, and print the Content available on the Services, subject to the following conditions:
- The Content may be used solely for personal, informational, and internal purposes.
- The Content may not be modified or altered in any way.
- The Content incorporated in the Services may not be distributed or sold, rented, leased, or licensed to others.
- You may not remove any copyright or other proprietary notices contained in the Content.
- We reserve the right to revoke the authorization to view, download, and print the Content available on the Services at any time, and any such use shall be discontinued immediately upon notice from CVG.
- The rights granted to you constitute a license and not a transfer of title.
The trademarks, logos, and service marks (“Marks”) displayed on the Services and Materials are the property of CVG or other third parties. You are not permitted to use the Marks without the prior written consent of CVG or such third party that may own the Marks.
Prohibited Uses And User Conduct
It is our goal to make access to the Services a good experience for all of our Users. You agree not to, and represent and warrant that you will not use, access, reproduce, duplicate, copy, sell, resell or exploit any portion of the Services for any purposes other than for which the Services are being provided to you, or do any of the following:
- Conduct or promote any illegal activities while using the Services;
- Upload, distribute or print anything that may be harmful to minors;
- Attempt to reverse engineer or jeopardize the correct functioning of the Services, or otherwise attempt to derive the source code of the software (including the tools, methods, processes, and infrastructure) that enables or underlies the Services;
- Attempt to gain access to secured portions of the Services to which you do not possess access rights;
- Upload or transmit any form of virus, worm, Trojan horse, or other malicious code;
- Use the Services to generate unsolicited email advertisements or spam;
- Use the Services to stalk, harass or harm another individual;
- Use any high volume automatic, electronic or manual process to access, search or harvest information from the Services (including without limitation robots, spiders or scripts);
- Interfere in any way with the proper functioning of the Services or interfere with or disrupt any servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services;
- Use any robot, spider, other automatic device, or manual process to extract, “screen scrape,” monitor, “mine,” or copy any static or dynamic web page on the Site or the Content contained on any such web page for commercial use without CVG’s prior express written permission;
- Impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; or
- Mirror or frame the Site or any Content, place pop-up windows over its pages, or otherwise affect the display of its pages.
You must provide all equipment and software necessary to connect to the Services, including but not limited to, a mobile device that is suitable to connect with and use the Services, in cases where the Services offer a mobile component. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Services.
In the event that you provide us any ideas, thoughts, criticisms, suggested improvements or other feedback related to the Services (collectively “Feedback”), you agree that we may use the Feedback to modify our Services and that you will not be due any compensation, including any royalty related to the product or service that incorporates your Feedback. You grant to us a worldwide, royalty-free, fully paid, perpetual, irrevocable license to use, reproduce, modify, translate, distribute, perform, display, import, sell, offer for sale, make, have made and otherwise exploit the Feedback in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same. This is true whether you provide the Feedback through the Services or through any other method of communication with CVG, unless CVG has entered into a separate agreement with you that provides otherwise.
Third Party Links and Content
Any links to other websites not owned or operated by CVG are provided solely as a convenience for you. CVG’s listing of any Third Party Content does not create a partnership or affiliation with the third party. CVG’s listing of any Third Party Content does not constitute sponsorship or endorsement of any such third parties or service providers. You shall make a competent consumer decision before employing the services of any listed third party professional or service provider. You bear all risk associated with the employing of any third party and obtaining their goods or services.
YOU UNDERSTAND AND ACKNOWLEDGE THAT (I) CVG DOES NOT CONTROL, ENDORSE, OR ACCEPT RESPONSIBILITY FOR ANY CONTENT, PRODUCTS, OR SERVICES OFFERED BY THIRD PARTIES THROUGH CVG’S SERVICES, INCLUDING, WITHOUT LIMITATION, THIRD PARTY VENDORS AND THIRD PARTIES ACCESSIBLE THROUGH LINKS ON THE SITE OR THE APPLICATION; (II) CVG MAKES NO REPRESENTATION OR WARRANTIES WHATSOEVER ABOUT ANY SUCH THIRD PARTIES, THEIR CONTENT, PRODUCTS, OR SERVICES; (III) ANY DEALINGS YOU MAY HAVE WITH SUCH THIRD PARTIES ARE AT YOUR OWN RISK; AND (IV) CVG SHALL NOT BE LIABLE OR RESPONSIBLE FOR ANY CONTENT, PRODUCTS, OR SERVICES OFFERED BY THIRD PARTIES.
Modifications to the Services
We reserve the right to modify or discontinue the Services with or without notice to you. We will not be liable to you or any third party should we exercise our right to modify or discontinue the Services. If you object to any such changes, your sole recourse will be to cease access to the Services. Continued access to the Services following notice of any such changes will indicate your acknowledgement of such changes and satisfaction with the Services as so modified. You agree that CVG, in its sole discretion, may immediately terminate your access to the Services at any time, for any reason, in CVG’s sole discretion. If you want to terminate any Services, you may do so by (a) notifying CVG at any time and (b) deleting the Application from your mobile device and closing your Account for all of the Services that you use. Your notice should be sent, in writing, to CVG’s email address set forth below. YOU AGREE THAT CVG WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE SERVICES. TERMINATION OF YOUR ACCOUNT WILL IN NO WAY MODIFY, CHANGE OR VOID ANY PAYMENT OBLIGATIONS YOU MAY HAVE INCURRED THROUGH YOUR USE OF THE SITE OR THE APPLICATION OR ANY SERVICES, WHETHER SUCH OBLIGATION IS TO CVG OR A THIRD PARTY.
EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN A WRITTEN AGREEMENT BETWEEN YOU AND CVG OR YOU AND A THIRD PARTY WITH RESPECT TO SUCH PARTY’S MATERIALS OR SERVICES, THE SERVICES, AND ALL MATERIALS ACCESSIBLE THROUGH THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, CVG MAKES NO WARRANTY THAT (I) THE SERVICES AND MATERIALS WILL MEET YOUR REQUIREMENTS; (II) THE SERVICES AND MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE, OR RELIABLE; (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, OR MATERIALS OBTAINED OR ACCESSIBLE BY YOU THROUGH THE SITE OR THE APPLICATION WILL MEET YOUR EXPECTATIONS; AND (V) ANY ERRORS IN THE SERVICES OR MATERIALS OBTAINED THROUGH THE SITE OR THE APPLICATION, OR ANY DEFECTS IN THE SITE OR THE APPLICATION, ITS SERVICES OR MATERIALS, WILL BE CORRECTED. THE SITE OR THIS APPLICATION COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES, OR TYPOGRAPHICAL ERRORS. CVG MAY MAKE CHANGES TO THE MATERIALS AND SERVICES AT THE SITE OR THE APPLICATION AT ANY TIME WITHOUT NOTICE. THE MATERIALS OR SERVICES AT THE SITE OR THE APPLICATION MAY BE OUT OF DATE, AND CVG MAKES NO COMMITMENT TO UPDATE SUCH MATERIALS OR SERVICES.
Limitation of Liability
UNDER NO CIRCUMSTANCES WILL CVG BE LIABLE FOR ANY LOST PROFITS, LOST OPPORTUNITY OR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF ANY USE OF OR INABILITY TO USE THE SITE, APPLICATION, SERVICES OR ANY PORTION THEREOF, REGARDLESS OF WHETHER CVG HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, WARRANTY, TORT, (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE.
IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, ANY MEMBER, MANAGER, OFFICER, DIRECTOR, SHAREHOLDER OR AGENT OF CVG SHALL NOT BE PERSONALLY LIABLE TO PAY ANY OBLIGATIONS SET FORTH HEREIN OR TO PERFORM ANY DUTIES, EITHER EXPRESSED OR IMPLIED, HEREIN CONTAINED, AND THAT, EXCEPT AS OTHERWISE PROVIDED HEREIN, ALL PERSONAL LIABILITY OF ANY MEMBER, OFFICER, DIRECTOR, SHAREHOLDER OR AGENT OF CVG OF EVERY SORT, IF ANY, IS HEREBY EXPRESSLY WAIVED.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent that CVG may not, as a matter of applicable law, disclaim any implied warranty or limit liabilities, the scope and duration of such warranty and the extent of CVG’s liability will be the minimum permitted under such applicable law. Without limiting the foregoing, under no circumstances will CVG or CVG’s licensors be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond CVG’s reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, OR non-performance of third parties. Some states do not allow exclusion of implied warranties, so these exclusions may not apply in individual cases. You may have additional rights that vary from state to state. To the extent that CVG may not, as a matter of applicable law, disclaim any implied warranty, the scope and duration of such warranty will be the minimum permitted under such applicable law.
You hereby release CVG, its owners, officers, employees, agents and successors from claims, demands, any and all losses, damages, rights, claims, and actions of any kind including, without limitation, personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Services.
Except as otherwise provided herein, you may not assign any rights granted to you or delegate any of your duties hereunder and any attempt to do so is void and of no effect. CVG may assign its rights or delegate its duties under these Terms partially or in their entirety to any party without notice to you.
In the event that any provision of these Terms is determined invalid or unenforceable by any court of competent jurisdiction, the remaining provisions shall remain in full force and effect.
These Terms contain the entire understanding and agreement between the parties with respect to the subject matter herein and supersedes any and all other agreements between the parties, whether oral or in writing.
Any failure or delay by CVG to enforce its rights under these Terms shall not constitute a waiver unless such waiver is made in writing.
The paragraph headings in these Terms are included only to help make these Terms easier to read and have no binding effect.
The Terms and the relationship between you and CVG will be governed by the laws of the State of Wisconsin, without giving effect to any choice of laws principles that would require the application of the laws of a different country or state. You consent to personal jurisdiction and venue in and agree to service of process issued or authorized by, any court located in the United States District Court for the Western District of Wisconsin and the Wisconsin Circuit Court for Dane County.
You acknowledge that CVG has the right hereunder to seek an injunction, if necessary, to stop or prevent a breach of your obligations hereunder.
Any limitations on liability explicitly set forth herein and CVG’s proprietary rights in and to the Services and Content, will survive the expiration or termination of these Terms for any reason.
Capitalized terms used herein shall have the following meanings:
“Intellectual Property Laws” shall mean copyright, trademark, patent, and/or other intellectual property laws, including common law intellectual property rights and trade dress.
“Materials” shall mean all information, documents, communications, files, text, graphics, software, and products available through the Services.
“Services” shall mean, collectively, the Site, the Application and related services.