Acceptance of the Terms of Service1.
I'm an annotation. I'm here to explain these Terms of Service to you, especially the hard to understand parts of this document, but I'm not technically part of the Terms so please don't skip the rest.
We want to keep our relationship with you as lean and informal as possible, but please read the Terms of Service carefully before you start using OnlineSuccessWithChris.com, because by using the Website you accept and agree to be bound and abide by these Terms of Service.
This is a very standard provision for a Website like OnlineSuccessWithChris.com: since you don't need to register to access most of our services,we have to disclaim some things in advance (like the fact that our Website might experience downtime, that we don't give legal advice, etc.). Our Terms are linked on every page of the Website, according to the industry standard, to be easily found.
Should you disagree with some of the provisions herein, you can either leave the Website (we'll be sad to see you go), or contact us via email at [email protected] ('snail method'), for general Website oriented questions only,but please keep in mind that correspondence by this email address might require 4 or more business days before a response may be sent.
For faster service please submit a ticket via our Support Desk at http://cjsuccessteam.net/support/ for virtually all issues you may encounter, and where we strive to respond to tickets within 1 or 2business days. Whether or not you receive timely response to support tickets or emails from us may depend heavily on your SPAM filters and we cannot be held liable or responsible for the issues or failures of your email service.
OnlineSuccessWithChris.com is all about working to improve the business of our customers/members/users/visitors, and to provide whatever products and/or services that might benefit the business opportunities for such individuals.
Changes to the Terms of Service and the Website2.
OnlineSuccessWithChris.com is constantly a work in progress, meaning that a lot will change over time. We reserve the right to update the Website and these Terms of Service from time to time, at our discretion. This document is public on OnlineSuccessWithChris.com, and you will be able to see the changes for any new version (just click on the "Terms of Service" link at the bottom of every Website page). Your continued use of the Website following the publishing of updated Terms of Service means that you accept and agree to such changes.
Accessing the Website, Security, and Privacy3.
We are working hard on improving OnlineSuccessWithChris.com, but we can't guarantee that the Website will be up and running 24/7. We also reserve the right to suspend or restrict access, for customers/members/users/visitors, to some features and/or areas of the Website at any time of our choosing.In any case, we will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period, nor for any data loss (see also section 7 below).
To access certain areas and/or features of the Website you have to register/subscribe by entering your email address and possibly choosing a password as part of our security procedures. You must treat such information as confidential, not disclosing it to any third party and only using OnlineSuccessWithChris.com in person.
There is a password reset procedure in case you forget your password, where applicable, but please notify us of any breach of security. We highly recommend that you choose a strong password (e.g. "W4#t-9DsYy"), combining upper case, lower case, numeric, and symbolic characters to create a password, of at least 8 characters in length, and that you log out from the Website at the end of every session.
It is a condition of your use of the Website that all information you provide on the Website where required or requested is correct, current, and complete. In the future, you may be asked to provide certain registration or subscription details or other information. As custom for Internet Websites, we reserve the right to disable or delete any customer/member/user account at any time, in our sole discretion, and for any or no reason,including, if in our opinion you have failed to comply with any provision of these Terms of Service.
Intellectual Property Rights and Use Guidelines4.
The Website and its original content, features and functionality (including its appearance), are owned by OnlineSuccessWithChris.com (a.k.a.CJ Success Team LLC), as are any products and/or services that we may provide, and are protected by United States and international copyright,trademark, patent, trade secret and other intellectual property or proprietary rights laws.
OnlineSuccessWithChris.com is about building your business, and many things associated with this premise, not Website, design, or coding(programming), except where it pertains to products and/or services we may provide that may relate to such. So you agree to not copy,modify, create derivative works of, publicly display, publicly perform, republish, any of our copyrighted material, products, or services,except to the extent permitted by the Website itself. If you have doubts about whether and how to use our material/products/services on the Website, please address your concerns via a support ticket at: http://cjsuccessteam.net/support/.
This means that OnlineSuccessWithChris.com's design, features and original copy (e.g. our About page or blog, etc) are covered by copyright.The public content, i.e. the documents, images, software, and services hosted here, are subject to the very broad license below and the rules in Paragraph 5. We wish we could say "everything else is public domain", but it's not that simple!
For purposes of these Terms of Service, the term “Content” includes, without limitation, information, data, text, photographs,videos, audio clips, written posts and comments, software, scripts, graphics, services, and interactive features generated, provided, or otherwise made accessible on or through the Website. For the purposes of these Terms of Service, “Content” also includes all User Content (as defined below).
All Content added, created, uploaded, submitted, distributed, or posted to the Website by users (collectively “User Content”),whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such User Content. You represent that all User Content provided by you is accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations.You acknowledge that all Content, including User Content, accessed by you using the Website is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom. We do not guarantee that any Content you access on or through the Website is or will continue to be accurate.
By submitting public User Content through the Website, you hereby do and shall grant us a worldwide, non-exclusive, perpetual, royalty-free,fully paid, sublicensable and transferable license to use, edit, modify, reproduce, distribute, prepare derivative works of, display, perform,and otherwise fully exploit the User Content in connection with the Website and our (and our successors’ and assigns’) businesses,including without limitation for promoting and redistributing part or all of the Website (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party Websites and feeds).
You also hereby do and shall grant each user of the Website a non-exclusive, perpetual license to access your User Content through the Website,and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Content, as permitted by the Website.For clarity, the foregoing license grants to us and our users does not affect your other ownership or license rights in your User Content,including the right to grant additional licenses to your User Content, unless otherwise agreed in writing.
You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third party rights,including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.
We do not guarantee that any Content will be made available on the Website. We reserve the right to, but do not have any obligation to, (i)remove, edit or modify any Content in our sole discretion, at any time, without notice to you and for any reason (including, but not limited to,upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that you may have violated these Terms of Service), or for no reason at all and (ii) to remove or block any Content from the Website.
You are permitted to use the Website for your personal, non-commercial use, or legitimate business purposes, provided that your activities are lawful and in accordance with these Terms of Service. Prohibited uses include violation of laws and regulations, hacking the Website in any manner, or violating the Content Standards set below.
No right, title, or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved. Any use of the Website not expressly permitted by these Terms of Service is a breach of these Terms of Service and can lead to your account being disabled or terminated, and/or having your traffic to the Website blocked, either temporarily or permanently.
We encourage your feedback, in the form of reviews, comments, and suggestions or recommendations for modifications, improvements or changes to the Services or the Website that you may choose in your sole discretion to provide us from time to time (“Feedback”), as permitted by the Website. When you provide Feedback, you grant us, under all right, title, and interest in and to the Feedback, anon-exclusive, royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use that Feedback or to incorporate it into the Website or other products or services.
The Website may contain Content specifically provided by us, our partners, or our users and such Content is protected by copyrights,trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices,information, and restrictions contained in any Content accessed through the Website.
Are you still with us? Fantastic! Please stay with us a little longer as what follows might appear as legal gibberish but it's actually very important. A bonus is waiting for you at the end of the page.
User Contributions and Content Standards - Special Disclaimer for legal content5.
OnlineSuccessWithChris.com contains user generated content, and also may contain message boards, personal web pages, forums, or other interactive features that allow you to upload, post, submit, publish, display, or transmit to other Users Content on or through the Website.All User Content must be lawful, not spammy, and clear of virus or other malware. More specifically, but without limiting the foregoing,it must comply with the following Content Standards:
- Not contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
- Not promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
- Not infringe any patent, trademark, trade secret, copyright or other intellectual property rights of any other person.
- Not violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Service.
- Not be likely to deceive any person.
- Not promote any illegal activity, or advocate, promote or assist any unlawful act.
- Not cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass,alarm, or annoy any other person.
- Not be used to impersonate any person, or to misrepresent your identity or affiliation with any person or organization.
- Not give the impression that they emanate from us or any other person or entity, if this is not the case.
- Not used, if public, as test empty documents with no actual content, or typing exercises:please respect our community and help us minimize the clutter!
As stated above, all the user generated legal documents are in the public domain, unless otherwise specified by the author. The rest of the content (e.g. private documents, comments, description, guides, etc) is creative work, therefore covered by copyright. We claim no intellectual property rights over the User Content. Your content remain yours. However, by setting your documents to be viewed publicly,or commenting in public, you agree to allow others to view, comment, edit and branch your content, and you grant us the right to use, copy,distribute and disclose to third parties the content for any purpose.
User Content is not intended to be legal advice nor form an attorney-client relationship, nor among the users, nor between the users and OnlineSuccessWithChris.com. Use of the Website should never be understood to be replacing use of a qualified attorney, and OnlineSuccessWithChris.com's relationship to all documents and transactions completed using the Website is that of a trusted, disinterested third party.
Law and Copyright Infringment6.
We do not undertake to review all material before it is posted on the Website, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. In the unlikely event we receive a disclosure request from an authorized party, we reserve the right to disclose user identities when required to do so by the law, including in response to a law enforcement request supported by a valid court order.You waive and hold harmless the Company from any claims resulting from any action taken by the Company during or as a result of its investigations and from any actions taken as a consequence of investigations by either the Company or law enforcement authorities.
If you believe that any User Content violate your copyright, please follow the procedure set forth by article 512(c) of the DMCA (Digital Millennium Copyright Act) and provide us a written takedown notice including the following information:
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online Website are covered by a single notification, a representative list of such works at that Website.
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material.
- Information reasonably sufficient for us to contact you, such as email, address, telephone number.
- A statement that you a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
- A statement that the information in the notification is accurate, and under penalty of perjury, that you is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
The notice should be addressed to [email protected], or via snailmail to DMCA Designated Agent, c/o CJ Success Team LLC, 7129 County Road 526, Mansfield, TX 76063-7201.
Disclaimer of Warranties, Limitations of Liability and Indemnification7.
Your use of OnlineSuccessWithChris.com is at your sole risk. The service is provided "as is" and "as available".We disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. We are not liable for damages, direct or consequential, resulting from your use of the Website, and you agree to defend, indemnify and hold us harmless from any claims, losses, liability costs and expenses (including but not limited to attorney's fees) arising from your violation of any third-party's rights.
You acknowledge that you have only a limited, non-exclusive, nontransferable license to use the Website. Because the Website is not error or bug free, you agree that you will use it carefully and avoid using it ways which might result in any loss of your or any thirdparty's property or information.
Products and Services that are offered to customers/members/users for free or as bonus items are covered fully by this disclaimer.No warranties or guarantees of any kind are applicable to such items. Support is not available for free or bonus products or services.CJ Success Team LLC reserves the right to make support available for such items, strictly at our discretion.
Exemptions to Disclaimer of Warranties, Limitations of Liability and Indemnification8.
Warranties and/or Guarantees for purchased products or services offered on the Website are specified at the time of sale and are supplied with the product or service. The above detailed disclaimer does not negate or interfere in any way with those specified warranties and/or guarantees. For assistance with such warranties, guarantees, and any potential product or service refunds, where offered, please submit a ticket to the Support Desk at: http://cjsuccessteam.net/support/. When submitting a ticket for the purpose or honoring a warranty or guarantee, or for any potential product or service refund, you will be required to supply proof of purchase, including but not necessarily limited to: product/service description, purchase date, purchase price, the email address associated with the purchase, and you may be asked to provide copies or receipts and/or emails.
CJ Success Team LLC reserves the right to cancel/invalidate any warranty or guarantee that violates the conditions outlined at the time of purchase for the specified product or service warranty or guarantee, and also reserves the right to refuse to refund any purchase that has exceeded any specified conditions regarding such product or service refunds (i.e. the product was guaranteed for 60 days, and you are requesting a refund after 1 year. Seriously?)
Some Website content, products, and/or services are restricted for use only by persons located in specific geographic areas or countries(such as the United States). We make no claims that the Website or any of its content is accessible, appropriate or legal outside of the United States. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
10. Governing Law and Jurisdiction
These Terms of Service and any dispute or claim arising out of, or related to them, shall be governed by and construed in accordance with the internal laws of the State of Wyoming, United States of America without giving effect to any choice or conflict of law provision or rule.
Any legal suit, action or proceeding arising out of, or related to, these Terms of Service or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of Wyoming, where CJ Success Team LLC is incorporated.
11. Waiver and Severability
Our failure to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision.The Terms of Service constitutes the entire agreement between you and OnlineSuccessWithChris.com and govern your use of the service, superseding any prior agreements (including, but not limited to, any prior versions of the Terms of Service). If any provision of these Terms of Service is held by a court of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Service will continue in full force and effect.
We welcome any comment, question and communication at our Support Desk: http://cjsuccessteam.net/support/.
SaaS Purchase Agreements vary by product and are supplied to the Customer at the time of purchase/sale. The Fees for the Products will be provided to the Customer via the Purchase Agreement and will set pricing for the next 30 days, minimum. Subsequent purchases of Products shall be made only from Service Provider, and shall be subject to the terms and conditions set forth in the original Purchase Agreement (sales receipt).
14. SaaS Customer Access and Commitment
Each Customer will be provided a user name (User ID) and password, which enables the Customer to access the SaaS System and use the SaaS Services.An Initial Term is set forth in the Purchase Agreement along with an expiration date. The Term of Service (subscription period) will automatically renew for successive periods as set forth in the Purchase Agreement, each for the same original period of time as specified in the Purchase Agreement unless and until either party gives the other party notice of non-renewal at least 30 days prior to the next scheduled renewal date. Customer may elect Early Termination of the Services solely as permitted in the Use and Service for the purchase (as specified in the Purchase Agreement).
15. SaaS Customer Rights
16. Customer Responsibilities and Liabilities
Customer represents and warrants that Customer has all necessary authorization to purchase and pay for the Products and SaaS Services indicated in the Purchase Agreement.
Customer agrees to provide the necessary electric service, wiring, computer equipment and communication line access (in accordance with UL standards)for access to the SaaS Services. Customer agrees to provide, install and maintain, at Customer's expense, data communication lines therefor, all pursuant to minimum specifications prescribed by Service Provider from time to time. Customer shall be responsible for ongoing charges for Customer'sown use of such data communication lines.
17. Additional SaaS Purchases
In addition to the initial Purchase / Purchase Agreement, the parties may enter into one or more additional Purchases for SaaS Services, each of which provides a general description of the Products and SaaS Services to be provided to the Customer. All terms and conditions set forth in this additional SaaS Purchase Agreement are automatically incorporated in, and deemed part of, each original Purchase Agreement.
THE TERMS AND CONDITIONS SET FORTH HEREIN SHALL NOT BE BINDING UNTIL FULL PAYMENT HAS BEEN SUBMITTED BY THE CUSTOMER AND RECEIVED IN GOOD ORDER BY THE SERVICE PROVIDER (OR ITS APPLICABLE AFFILIATE).
18. Description of SaaS Services
A. Basic Monitoring. The SaaS Services may include access by Customer through the SaaS Customer Web-based Portal to the features described in the Purchase Agreement.
B. Hosting and Management Services. The SaaS Services include the following managed services:
- Network administration, including communications between the Gateway and the network operations center through cellular wireless transmission or Customer provided Ethernet connection
- Software administration
- Data administration
- Periodic over-the-air firmware upgrades
C. Authorized User License (Web Portal). The Authorized User License may includes on-going hosting enabling access to the Portal.
D. Installation/Activation Services.
E. Portal and Business Process Training. If these Services are purchased, Customer shall receive the number of days of Portal and Business Process Training set forth in the Purchase Agreement.
F. Support Services. Support Services include unlimited remote service and support during normal business hours and 24x7 for emergency support,as permitted by the Service Provider. Service Provider will use commercially reasonable efforts to keep the SaaS System available on a 24 hour a day, 7 day a week basis, via Website access utilizing the Minimum Configuration, subject to occasional scheduled downtime (during non-working hours, for short periods of time, typically on Sundays and communicated in advance, except in emergencies) for maintenance purposes, unforeseen maintenance and systems outages, or routine testing of the Services. As used herein, “Minimum Configuration” means the minimum configuration of Customer hardware and software required to access the Services, which, shall be that Customer must have an Internet connection and an available and compatible web browser.
19. SaaS Explicit Terms of Purchase and Terms of Service and Use
PLEASE READ CAREFULLY BEFORE PURCHASING THE PRODUCTS AND USING THIS SaaS SERVICE. BY PURCHASING THE PRODUCTS, AND/OR ACCESSING AND USING THE SaaS SERVICE AND THE ASSOCIATED Website, APPLICATIONS AND TOOLS, YOU AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS SET FORTH HEREIN.THESE TERMS OF PURCHASE AND USE FORM PART OF THE SaaS SUBSCRIPTION AGREEMENT, WHICH YOU ARE REQUIRED TO ACCEPT IN CONNECTION WITH YOUR INITIAL AND ALL SUBSEQUENT PURCHASING OF THE PRODUCTS AND USE OF THE SaaS SERVICE.
20. SaaS Purchase of Products
You agree to purchase the Products consisting generally of the software and hardware access incorporated into the SaaS Service shown in each Purchase Agreement that is completed and approved.
If the Purchase Agreement provides a schedule for delivery, the schedule is an estimate and is subject to availability of the Products, readiness of the Website for installation, and scheduling of installers, as applicable. In the event the Products are not be available within a reasonable period of time of the scheduled delivery, you may at your option (a) terminate the purchase of undelivered Products, or (b) to accept postponement of delivery until such time as Service Provider can complete the delivery of the Products. In no event shall Service Provider be liable to you or any users for any delay or impact costs or damages associated with any late, partial or incomplete delivery.
You may inspect the SaaS Service within ten (10) days after installation and once Customer access has been granted to conduct appropriate testing to ascertain whether the Products conform to their Specifications. Failure to notify Service Provider within that period of time shall be considered acceptance of the Products. Any such acceptance shall be without prejudice to any warranties provided by the original manufacturer of the Products or maintenance terms purchased from Service Provider or such manufacturer. UPON ACCEPTANCE OF THE PRODUCTS, THE PURCHASE SHALL BE NON-CANCELLABLE AND IRREVOCABLE, AND PAYMENT DUE SERVICE PROVIDER SHALL BE UNCONDITIONAL.
Service Provider agrees to provide service support in connection with the Products, free of charge, unless otherwise specified in the Purchase Agreement. Service Provider does so on terms and. if applicable, prices provided in the Purchase Agreement completed and approved by Service Provider.
Purchase Agreements / Subscriptions completed between the Customer and Service Provider may not be cancelled by you except with Service Provider's agreed authorization, or after a minimum 30 days notice by you prior to the Service expiration date shown on the Purchase Agreement.
21. SaaS Services: Grant of Rights
If SaaS Services are obtained pursuant to a Purchase Agreement, Service Provider grants you and your staff (collectively, the “Users”/ “Customers”), for the Term of Service indicated in the Purchase Agreement, a limited, non-exclusive, terminable, non-transferable license to access and use the services, tools and applications provided through the SaaS Service subject to these Terms of Purchase and Terms of Service and Use. The SaaS Service may include download areas and product information provided by Service Provider or third-party vendors. All SaaS Services, including any updates, enhancements, new features, and/or the addition of any new Web properties, are subject to these Terms of Purchase and Terms of Service and Use. All rights not expressly granted to you and your Users pursuant to the SaaS Purchase Agreement /Subscription are reserved to Service Provider, and all uses of the SaaS Service not expressly permitted hereunder are prohibited.
22. SaaS Permitted and Prohibited Use
Limited Use. You and your Users (if applicable) may access the SaaS System and use the SaaS Services solely to support and operate in your internal business (i) the Products purchased by you from Service Provider; and (ii) Service Provider's web-based monitor and control management portal (“the “Portal”). Service Provider reserves the right, in its sole discretion, to limit your and/or your Users' use of the SaaS Services in the event that Service Provider determines that your and/or your Users' use thereof to be inconsistent with such purposes, and/or otherwise inconsistent with these Terms of Purchase and Terms of Service and Use.
Prohibited Uses. You agree, for yourself and all your Users, as a condition of use of the SaaS Services, not to use the SaaS Services for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You and your Users may not use the SaaS Service in any manner that could damage, disable, overburden, or impair any Service Provider or subscriber server, or the network(s) connected to any Service Provider or subscriber server, or interfere with any other party's use and enjoyment of any of the SaaS Services.
You and your Users may not attempt to gain unauthorized access to any part of the SaaS Services, other accounts, computer systems or networks connected to any Service Provider or subscriber server or to any part of the SaaS Services, through hacking, password mining or any other means.You and your Users may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the SaaS Services. Except as expressly set forth herein, you and your Users may not (i) copy, reproduce, alter, modify, transmit, perform,create derivative works of, publish, sub-license, distribute, or circulate the SaaS Services, or any associated applications, tools or data thereof; (ii) disassemble, decompile, or reverse engineer the software used to provide the SaaS Services, or use a robot, spider, or any similar device to copy or catalog any materials or information made available through the SaaS Services; or (iii) take any actions, whether intentional or unintentional, that may circumvent, disable, damage or impair the SaaS Services' control or security systems, or allow or assist a third party to do so.
Suspension of Service. Service Provider may at any time suspend (or require that you suspend) the access of Users to the SaaS Services and/or disable their Login Information in the event of violation of these terms and conditions. Grounds for doing so are not limited but may include, for example, legal or regulatory reasons, investigation of suspicious activities, or action by authorities, or if Service Provider or you have has reason to suspect any such User is engaged in activities that may violate these Terms of Purchase and Terms of Service and Use, applicable laws, or subscriber policies, or are otherwise deemed harmful to Service Provider, your organization, your and our respective network or facilities, or other Users. Service Provider shall not be liable to any User for suspension of SaaS Service,regardless of the grounds.
23. SaaS Ownership; Subscriber and User Submissions
As between you and your Users and Service Provider, the SaaS Services, any material or information provided pursuant to the SaaS Services,and any associated applications, tools or data, and all additions, modifications and improvements made or specified by Service Provider,its agents or contractors, are the property of Service Provider, and are protected by United States and international copyright, trademark and patent laws, as applicable. By using the SaaS Services, neither you nor your Users gain any ownership interest in such items.
Service Provider does not claim ownership of the usage information you or your Users provide for the use and operation of the SaaS Services.Service Provider and its vendors and contractors may use such information to operate and administer the SaaS Services. In addition, Service Provider may retain, analyze, use and share such information in anonymous, filtered, or aggregate form for general business purposes.
Service Provider reserves the right to upgrade, modify, replace or reconfigure the SaaS Services at any time, provided that you will be provided at least thirty (30) days' advance notice for changes that materially and adversely affect any use of the SaaS Services. Service Provider may also change the fee schedule, support terms, and service level agreements for the SaaS Services subject to at least thirty (30)days' advance notice, except that the change will not apply for the remainder of the Term of Service to the amount and type of SaaS Services you have contracted for under existing Purchase Agreements. Any such notice may be given and shall be effective if posted by Service Provider in the “Subscriber Alert” section of Service Provider's Website (), or if provided in an email sent to your account representative,or if included in any amendment, extension or new version of this Agreement or any Purchase Agreement.
24. SaaS Links to Third Party Websites
The SaaS Service may provide links that allow you or your Users to leave Service Provider's Website and/or access third party Websites. The linked Websites in many cases are not under the control of Service Provider and Service Provider is not responsible for the contents of any linked Website or any link contained in a linked Website, or any changes or updates to such Websites. Service Provider is not responsible for webcasting or any other form of transmission received from any linked Website. Service Provider provides these links only as a convenience,and the inclusion of any link does not imply endorsement by Service Provider of the Website.
25. Use of Passwords; Internet
You are responsible for providing and administering usernames and passwords for all additional Users (the “Log-In Information”),if additional users are specified in the Purchase Agreement. Each User must have a valid username and password for the purpose of accessing the SaaS Services. You and your Users must keep all Log-In Information strictly confidential. Log-In Information may be used only by the assigned User and may not be shared or transferred without your consent and control.
You and your Users are responsible for maintaining the confidentiality of that User's username and password. You and your Users are responsible for any and all activities that occur under all your Users' accounts. You agree to notify Service Provider immediately of any unauthorized use of your Users' accounts or any other breach of security. Service Provider will not be liable for any loss that you or a User may incur as a result of someone else using your Users' passwords or accounts, either with or without the applicable Users' knowledge.
Service Provider does not guarantee the security of any information transmitted to or from you or any User over the Internet, including through the use of e-mail. Access to the Internet, if employed, is your and each User's sole responsibility and the responsibility of Internet provider(s) you select. Service Provider does not accept any responsibility for failure of service due to Internet facilities, including related telecommunications or equipment.
26. Communications from Service Provider
Service Provider may periodically contact you or Users for customer service purposes. By accessing the SaaS Services, you and each Use consent to receive such communications. You agree that Service Provider may reference its business relationship with you in its marketing or sales materials.
You agree to pay at the time indicated in each Purchase Agreement all payments due from you thereunder. If not otherwise indicated in the Purchase Agreement, all payments are due thirty (30) days from invoice.
You agree to accept responsibility for paying and reporting (a) all federal, provincial, state and local taxes, however designated, levied or based on account of the purchase price of the Products or SaaS Services or on account of your acquisition or ownership or use of the Products (exclusive only of taxes based on net income derived by Service Provider), and (b) all foreign taxes, export or import tariffs,and custom duties, however designated, levied or based in connection with the sale conducted hereby, the purchase price of the Products and the SaaS Services, or your acquisition or ownership or use of the Products. You agree to hold Service Provider harmless from all claims and liability arising in connection with Purchaser's failure to report or pay such taxes.
You agrees that Service Provider and its assigns shall have a security interest in the Products until you have paid in full the total purchase price of those Products shown in each applicable Purchase Agreement. You agree that this agreement shall be a security agreement as defined by the Uniform Commercial Code in effect in the jurisdiction in which the Products are located and Service Provider is authorized to execute and file financing statement or other recordings in order to document the security interest.
In the event that you default in any of the terms and conditions of the SaaS Subscription Agreement, including these Terms of Purchase and Use and any Purchase Agreements completed and approved thereunder, or a petition for bankruptcy is filed by or against you, then, to the extent permitted by applicable law, Service Provider shall have the right to exercise one or more of the following remedies: (a) To declare the entire amount of the unpaid total purchase price due and payable plus all service fees that would otherwise come due for the remainder of the Term of Service, together with interest thereon at the lesser of 18% per annum or the then highest allowable legal rate per annum; (b) Without demand or legal process, you authorize Service Provider's agents to enter into the premises where the Products maybe found and take possession and remove the same and you specifically waive any claim or right of action for trespass or damages in connection with Service Provider's exercise of such right. Service Provider shall have the right to sell, lease or retain the Products in complete or partial satisfaction of any outstanding claim and to retain all prior payments in respect of the purchase price or Products and previously accrued service fees. Notwithstanding the taking of possession by Service Provider of the Products, you shall remain liable for the total purchase price for the Products and all service fees that would otherwise come due for the remainder of the Term of Service; and/or (c) To terminate this Agreement as to any or all of the Purchase Agreements. All remedies of Service Provider hereunder are cumulative and may,to the extent permitted by law, be exercised concurrently or consecutively and jointly or severally, and the exercise of any one remedy shall not be deemed to be an election of such remedy to preclude the exercise of any other remedy. No failure on the part of Service Provider to exercise, and no delay in exercising any right or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by Service Provider of any right or remedy hereunder preclude any other or further exercise of any partially exercised right or remedy.
27. Notice Specific to Software Available with the SaaS Services
Any software that is made available to download from the SaaS Services (“Software”) is the copyrighted work of Service Provider and/or its suppliers. Use of the Software is governed by the terms of the end user license agreement, if any, which accompanies or is included with the Software (“License Agreement”). In some cases, you or a User may be unable to install any Software that is accompanied by or includes a License Agreement, unless you first agree to the License Agreement terms.
The Software so provided is made available for download solely for use according to the License Agreement. Any reproduction or redistribution of the Software not in accordance with the License Agreement is expressly prohibited by law, and may result in civil and criminal penalties.WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED, UNLESS SUCH REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PERMITTED BY THE LICENSE AGREEMENT ACCOMPANYING SUCH SOFTWARE.
RESTRICTED RIGHTS LEGEND. Any Software which is downloaded from the Services for or on behalf of the United States of America, its agencies and/or instrumentalities (“U.S. Government”), is provided with Restricted Rights. Use, duplication, or disclosure by the U.S.Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software -- Restricted Rights at 48 CFR 52.227-19, as applicable.
28. Changes to Terms of Service and Use
29. Termination of the SaaS Subscription Agreement; Effect of Termination or Expiration
In the event that you breach any term of the SaaS Subscription Agreement / Purchase Agreement, or you or your Users breach these Terms of Purchase and Terms of Service and Use, and such breach is not cured within 10 days after receipt of notice thereof from Service Provider,Service Provider may terminate the SaaS Subscription Agreement in whole or in part immediately upon written notice to you. Notwithstanding the foregoing, there shall be no cure period for any Event of Default that is not curable.
Upon expiration or prior termination of the SaaS Subscription Agreement / Purchase Agreement, all rights granted herein shall revert to Service Provider. All access to and use of the SaaS Services by Users must then cease, and all materials, applications and tools downloaded from the SaaS Service must be erased, deleted, or destroyed.
30. No Warranties, Limitation of Liability
To the extent that the original manufacturer of the Product is not Service Provider or its affiliates and such manufacturer makes any warranties covering the Products, Service Provider assigns those warranties to you, subject to the conditions and limitations provided by the manufacturer. Service Provider will cooperate with you, at your cost, to process any warranty claim, but Service Provider assumes no other responsibility for such warranties. THE FOREGOING ASSIGNMENT OF WARRANTIES IS EXPRESSLY IN LIEU OF ANY AND ALL OTHER WARRANTIES PERTAINING TO THE PRODUCTS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS WARRANTY ARISING FROM ANY DESCRIPTION OR SPECIFICATION PROVIDED FOR THE PRODUCTS, OR ANY SAMPLE OR MODEL PRESENTED TO YOU OR YOUR REPRESENTATIVES, OR ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, OR TITLE. YOUR EXCLUSIVE REMEDY FOR ANY CLAIM BASED ON THE CONDITION, PERFORMANCE,DEFECT OR NON-CONFORMITY OF THE PRODUCTS SHALL BE TO MAKE A CLAIM TO THE ORIGINAL MANUFACTURER FOR THE WARRANTIES (IF ANY) PROVIDED BY THE ORIGINAL MANUFACTURER.
THE SaaS SERVICES AND ANY TOOLS, APPLICATIONS, INFORMATION OR MATERIALS PROVIDED TO YOU IN CONNECTION WITH THE SaaS SERVICES ARE PROVIDED“AS IS,” AND ALL WARRANTIES OF ANY KIND, PAST OR PRESENT, WHETHER STATUTORY, COMMON-LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RESULTS OR OUTPUT,SECURITY AND, EXCEPT AS MAY BE OTHERWISE STATED IN THIS AGREEMENT, NON-INFRINGEMENT, ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. SaaS DOES NOT GUARANTEE OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR ACCURACY OF THE SaaS SERVICES.
NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SERVICE PROVIDER OR ITS EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF SaaS'S OBLIGATIONS HEREUNDER. IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE FOR ANY LOST OR CORRUPTED DATA, DOWNTIME, LOST PROFITS, BUSINESS INTERRUPTION, REPLACEMENT SERVICE OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR INDIRECT DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY, INCLUDING NEGLIGENCE.
Service Provider and its affiliates shall not be liable for loss, injury or damage of any kind to any person or entity resulting from any use, condition, performance, defect or failure in the Products or the SaaS Services. You and your Users release and waive all claims against Service Provider, its parent, subsidiaries, affiliated companies, agents or content providers, and the directors, trustees, officers,shareholders, employees, agents and representatives of each of the foregoing (the “Service Provider Group”), from any and all claims, damages, liabilities, costs and expenses arising out of your and your Users' use of the Products and the SaaS Services. California residents waive any rights they may have under §1542 of the California Civil Code, which reads: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” You and your Users agree to release unknown claims and waive all available rights under California Civil Code §1542 or under any other statute or common law principle of similar effect. To the extent permitted by applicable law, this release covers all such claims regardless of the negligence of the Service Provider Group.
31. Subscriber Representations
You represent and warrant that (i) you have full power and authority to enter into the SaaS Subscription Agreement / Purchase Agreement,and to agree to all the terms and conditions contained therein and in these Terms of Purchase and Terms of Service and Use; (ii) only you and your Users shall per permitted to access the SaaS Services and any related tools, applications, information and materials provided in connection with the SaaS Services; and (iii) you shall obtain and maintain in effect all permits, licenses and authorizations necessary for the purchase and intended use of the Products and the SaaS Services.
32. Reporting Infringement
By accessing and/or using the SaaS Services, Users agree to report to Service Provider all claims or suspected claims of copyright or other infringement of Service Provider's intellectual property or other proprietary rights. Claims of infringement should be directed to Legal Department, Service Provider, [contact information for legal department of service provider].
If you believe that any information on the SaaS Website infringes on your copyright, you should notify Service Provider of your claim in accordance with the following procedures. Service Provider will process notices of alleged infringement in accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable copyright laws. The DMCA requires that notification of claimed infringement be in writing and provided to Service Provider's designated agent of service: CJ Success Team LLC, 7129 County Road 526, Mansfield, TX76063-7201, Attention: Customer Support.
To be effective, the notice of infringement must contain the following information: (1) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online Website are covered by a single notification, a representative list of such works at that Website; (3) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material; (4) Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;(5) A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (6) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Failure to perform by reason of any law, natural disaster, labor controversy, encumbered intellectual property right, war or any similar event beyond a party's reasonable control shall not be a breach hereof.
Service Provider shall not be liable for any loss or damage of any kind or for any consequences thereof resulting from delay or inability to deliver caused by strikes, lockouts, fire, theft, shortage, inability to obtain materials or shipping space, breakdowns, delays or carriers,manufacturers, or suppliers, acts of God, governmental statutes, proclamations or regulations, riot, civil commotion, war, malicious mischief,receipt of necessary information from Purchaser, or by any cause beyond your reasonable control.
You acknowledge and agree that the SaaS Services and the tools, applications, information and materials provided in connection with the SaaS Services possess a special, unique and extraordinary character that makes difficult the assessment of the monetary damages that would be sustained as a result of unauthorized use, and that unauthorized use may cause immediate and irreparable damage to Service Provider or other Subscribers for which Service Provider or such other Subscribers would not have an adequate remedy at law. Therefore, you agree that, in the event of such unauthorized use, in addition to such other legal and equitable rights and remedies as may be available to Service Provider, Service Provider shall be entitled to injunctive and other equitable relief without the necessity of proving damages or furnishing a bond or other security.
This Agreement shall be construed and enforced under the laws of the State of Wyoming, USA without reference to the choice of law principles thereof. User hereby consents to and submits to the jurisdiction of the federal and state courts located in the State of Wyoming. User waives any defenses based upon lack of personal jurisdiction or venue, or inconvenient forum.
If any provision herein is unenforceable, then such provision shall be of no effect on any other provision hereof.
No waiver of any breach hereof shall be deemed a waiver of any other breach hereof.
Section headings are provided for convenience only, and shall not be used to construe the meaning of any section hereof.
DIGITAL SOFTWARE & WEBSITE ADDENDUM
(Also For Educational, Training, Digital Media, and Webinar Services)
For the purposes of this addendum “website” refers to the website where digital software is sold, hosted (SaaS), promoted, or maybe downloaded, and also refers to supporting websites for digital software (i.e. our Corporate website, Support Desk / Help Desk, or affiliate websites).
34. How this Agreement Works.
34.1 Choice of Law.
If you reside in North America, your relationship is with CJ Success Team LLC, a United States company, and the Services and Software are governed by the law of Wyoming, USA where we are incorporated. If you reside outside of North America, your relationship is with CJ Success Team LLC, and the Services and Software are governed by the law of the United States of America.
You may only use the Services if you are (a) over 13 years old and (b) allowed by law to enter into a binding contract.
Pages describing the Services are accessible worldwide but this does not mean all Services or service features are available in your country, or that user-generated content available via the Services is legal in your country. We may block access to certain Services (or certain service features or content) in certain countries. It is your responsibility to make sure your use of the Services is legal where you use them. Services are not available in all languages.
34.5 Additional Terms.
Some Services or Software are also subject to the additional terms below (the “Additional Terms”). Any content that we provide to you (such as Software, SDK, samples, etc.) are licensed, not sold, to you, and may be subject to Additional Terms. New Additional Terms may be added from time to time.
34.6 Order of Precedence.
If there is any conflict between the terms in this Agreement and the Additional Terms, then the Additional Terms govern in relation to that Service or Software.
We may modify, update, or discontinue the Services, Software (including any of their portions or features) at anytime without liability to you or anyone else. However, we will make reasonable effort to notify you before we make the change. We will also allow you a reasonable time to download your content. If we discontinue a Service in its entirety, then we will provide you with a pro rata refund for any unused fees for that Service that you may have prepaid, provided access to the Service was ongoing and the purchase is less than 60 days old and no commitment by us was made for Service access beyond 60 days from purchase.
35. Use of Service.
Subject to your compliance with these terms and the law, you may access and use the Services.
35.2 CJ Success Team LLC Intellectual Property.
We (and our licensors) remain the sole owner of all right, title, and interest in the Services and Software.
We reserve all rights not granted under these terms.
When the Services provide storage, we recommend that you continue to back up your content regularly. We may create reasonable technical limits on your content, such as limits on file size, storage space, processing capacity, and other technical limits. We may suspend the Services until you are within the storage space limit associated with your account.
35.4 User-Generated Content.
We may host user-generated content from our users (via our Websites). If you access our Services,you may come across content that you find offensive or upsetting. Your sole remedy is to simply stop viewing the content. If available, you may also click on the “Contact” page to report the content to us or email us at [email protected].
35.5 Content Files.
“Content Files” means CJ Success Team LLC-provided sample files such as stock images or sounds. Unless the documentation or specific license associated with the Content Files state otherwise, you may use, display, modify,reproduce, and distribute any of the Content Files, for personal use only. However, you may not distribute the Content Files on a stand-alone basis(i.e., in circumstances in which the Content Files constitute the primary value of the product being distributed), and you must not claim any trademark rights in the Content Files or derivative works of the Content Files.
35.6 Other License Types.
(a) NFR (Not For Resale) Version. We may designate the Software or Services as “trial”,“evaluation”, “not for resale”, or other similar designation (“NFR Version”). You may install and use the NFR Version only during the period and only for the purposes that we have stated when we provide the NFR Version. You must not use any materials you produce with the NFR Version for anything other than non-commercial purposes.
(b) Pre-release Version. We may designate the Software or Services as a pre-release or beta version (“Pre-release Version”). Pre-release Version does not represent the final product and may contain bugs that may cause system or other failure and data loss. We may choose not to commercially release the Pre-release Version. You must promptly cease using the Pre-release Version and destroy all copies of Pre-release Version if we request you to do so, or if we release a commercial version of the Pre-release Version. Any separate agreement we enter into with you governing the Pre-release Version will supersede the provisions on Pre-Release Version set out in this section.
(c) Education Version. If we designate the Software or Service as for use by educational users(“Educational Version”), then you may only use the Educational Version if you meet the eligibility requirements which will be stipulated with the Software or Service. You may install and use Educational Version only in the country where you are qualified as an educational user. If you reside in the European Economic Area, then the word “country” in the sentence preceding this one means the European Economic Area.
36. Your Content.
You retain all rights and ownership of your content. We do not claim any ownership rights to your content.
36.2 Licenses to Your Content in Order to Operate the Services.
We require certain licenses from you to your content to operate and enable the Services. When you upload content to the Services, you grant us a non-exclusive, worldwide, royalty-free, sub-licensable, and transferable license to use, reproduce, publicly display, distribute, modify (so as to better showcase your content, for example), publicly perform, and translate the content as needed in response to user driven actions (such as when you choose to store privately or share your content with others).This license is only for the purpose of operating or improving the Services.
36.3 Our Access.
We will only access, view, or listen to your content in limited ways. For example, in order to perform the Services,we may need to access, view, or listen to your content to (a) respond to support requests; (b) detect, prevent, or otherwise address fraud, security,unlawful, or technical issues; and (c) enforce these terms. Our automated systems may analyze your content using techniques such as machine learning.This analysis might occur as the content is sent, received, or when it is stored. From this analysis, we are able to improve the Services.
36.4 Sharing Your Content.
(a) Sharing. Some Services may provide features that allow you to Share your content with other users or to make it public.“Share” means to email, post, transmit, upload, or otherwise make available (whether to us or other users) through your use of the Services. Other users may use, copy, modify, or re-share your content in many ways. Please consider carefully what you choose to Share or make public as you are entirely responsible for the content that you Share.
(b) Level of Access. We do not monitor or control what others do with your content. You are responsible for determining the limitations that are placed on your content and for applying the appropriate level of access to your content. If you do not choose the access level to apply to your content, the system may default to its most permissive setting. It’s your responsibility to let other users know how your content may be shared and adjust the setting related to accessing or sharing of your content.
(c) Comments.The Services may allow you to comment on content. Comments are not anonymous, and may be viewed by other users. Your comments may be deleted by you, other users, or us.
36.5 Termination of License.
You may revoke this license to your content and terminate our rights at any time by removing your content from the Service. However, some copies of your content may be retained as part of our routine backups.
You have no obligation to provide us with ideas, suggestions, or proposals (“Feedback”).However, if you submit Feedback to us, then you grant us a non-exclusive, worldwide, royalty-free license that is sub-licensable and transferable,to make, use, sell, have made, offer to sell, import, reproduce, publicly display, distribute, modify, and publicly perform the Feedback.
36.7 Selling Your Content.
We may allow you to license your content to other users (on rare occasions) through our Services.If available, you may choose to license your content through us under a separate agreement or directly to other users under an agreement between you and the buyer. You may not use our websites to promote your content or any products without the express prior consent of CJ Success Team LLC.
37. Account Information.
You are responsible for all activity that occurs via your account. Please notify Customer Support immediately if you become aware of any unauthorized use of your account. You may not (a) Share your account information (except with an authorized account administrator) or (b) use another person’s account. Your account administrator may use your account information to manage your use and access to the Services.
38. User Conduct.
38.1 Responsible Use.
The CJ Success Team LLC communities often consist of users who expect a certain degree of courtesy and professionalism. You must use the Services responsibly.
You must not misuse the Services, Software, or content that we provide to you as part of the Services. For example,you must not:
(a) copy, modify, host, stream, sublicense, or resell the Services, Software, or content, except as expressly allowed by your license agreement with us;
(b) enable or allow others to use the Service, Software, or content using your account information;
(c) use the content or Software included in the Services to construct any kind of database, unless that is part of the purpose of the content or Software;
(d) access or attempt to access the Services by any means other than the interface we provided or authorized;
(e) circumvent any access or use restrictions put into place to prevent certain uses of the Services;
(f) share content or engage in behavior that violates anyone’s Intellectual Property Right (“Intellectual Property Rights” means copyright, moral rights, trademark, trade dress, patent, trade secret, unfair competition, right of privacy,right of publicity, and any other proprietary rights.);
(g) upload or share any content that is unlawful, harmful, threatening, abusive, tortious, defamatory, libelous, vulgar, lewd, profane, invasive of another’s privacy, or hateful;
(h) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
(i) attempt to disable, impair, or destroy the Services, software, or hardware;
(j) disrupt, interfere with, or inhibit any other user from using the Services (such as stalking, intimidating, or harassing others, inciting others to commit violence, or harming minors in any way),
(k) engage in chain letters, junk mails, pyramid schemes, spamming, or other unsolicited messages;
(l) place advertisement of any products or services in the Services except with our prior written approval;
(m) use any data mining or similar data gathering and extraction methods in connection with the Services; or
(n) violate applicable law.
39. Fees and Payment.
39.1 Taxes and Third-Party Fees.
You must pay any applicable taxes, and any applicable third-party fee (including, for example telephone toll charges, mobile carrier fees, ISP charges, data plan charges, credit card fees, foreign exchange fees). We are not responsible for these fees. We may take steps to collect the fees you owe us. You are responsible for all related collection costs and expenses.
39.2 Credit Card Information.
If you do not notify us of updates to your payment method, to avoid interruption of your service,we may participate in programs supported by your card provider to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain.
40. Your Warranty and Indemnification Obligations.
By uploading your content to the Services, you agree that you have: (a) all necessary licenses and permissions, to use and Share your content and (b) the rights necessary to grant the licenses in these terms.
You will indemnify us and our subsidiaries, affiliates, officers, agents, employees, partners, and licensors from any claim, demand, loss, or damages, including reasonable attorneys’ fees, arising out of or related to your content, your use of the Services or Software, or your violation of these terms.
41. Disclaimers of Warranties.
Unless stated in the Additional Terms, the Services and Software are provided “AS-IS.” To the maximum extent permitted by law, we disclaim all warranties express or implied, including the implied warranties of non-infringement, merchantability,and fitness for a particular purpose. We make no commitments about the content within the Services. We further disclaim any warranty that (a)the Services or Software will meet your requirements or will be constantly available, uninterrupted, timely, secure, or error-free; (b) the results that may be obtained from the use of the Services or Software will be effective, accurate, or reliable; (c) the quality of the Services or Software will meet your expectations; or that (d) any errors or defects in the Services or Software will be corrected.
42. Limitation of Liability.
We specifically disclaim any liability for any actions resulting from your use of any Services or Software. You may use and access the Services or Software at your own discretion and risk, and you are solely responsible for any damage to your computer system or loss of data that results from the use and access of any Service or Software.
Unless stated in the Additional Terms, we are not liable to you or anyone else for: (a) any loss of use, data,goodwill, or profits, whether or not foreseeable; and (b) any special, incidental, indirect, consequential, or punitive damages whatsoever (even if we have been advised of the possibility of these damages), including those (x) resulting from loss of use, data, or profits, whether or not foreseeable, (y) based on any theory of liability, including breach of contract or warranty, negligence or other tortious action, or (z) arising from any other claim arising out of or in connection with your use of or access to the Services or Software. Nothing in these terms limits or excludes our liability for gross negligence, for our (or our employees’) intentional misconduct, or for death or personal injury.
Our total liability in any matter arising out of or related to these terms is limited to the aggregate amount that you paid for access to the Service and/or Software during the two month period preceding the event giving rise to the liability, and within 60 days of your purchase. This limitation will apply even if we have been advised of the possibility of the liability exceeding the amount and notwithstanding any failure of essential purpose of any limited remedy.
The limitations and exclusions in this Section 42 apply to the maximum extent permitted by law.
43.1 Termination by You.
You may stop using the Services at any time. Termination of your account does not relieve you of any obligation to pay any outstanding fees.
43.2 Termination by Us.
If we terminate these terms for reasons other than for cause, then we will make reasonable effort to notify you at least 30 days prior to termination via the email address you provide to us with instructions on how to retrieve your content.Unless stated in Additional Terms, we may, at any time, terminate your right to use and access the Services or Software if:
(a) you breach any provision of these terms (or act in a manner that clearly shows you do not intend to, or are unable to, comply with these terms);
(b) you fail to make the timely payment of fees for the Software or the Services, if any;
(c) we are required to do so by law (for example, where the provision of the Services or Software to you is, or becomes, unlawful);
(d) we elect to discontinue the Services or Software, in whole or in part, (such as if it becomes impractical for us to continue offering Services in your region due to change of law); or
(e) there has been an extended period of inactivity in your free account.
43.3 Termination by Group Administrator.
Group administrators for a Service such as “Webinar Training” may terminate a user’s access to a Service at any time. If your group administrator terminates your access, then you may no longer be able to access content that you or other users of the group have shared on a shared workspace within that Service.
Upon expiration or termination of these terms, any perpetual licenses you have granted, your indemnification obligations, our warranty disclaimers or limitations of liabilities, and dispute resolution provisions stated in these terms will survive.Upon the expiration or termination of the Services, some or all of the Software may cease to operate without prior notice.
We do not review all content uploaded to the Services, but we may use available technologies or processes to screen for certain types of illegal content (for example, child pornography) or other abusive content or behavior (for example, patterns of activity that indicate spam or phishing, or keywords that indicate adult content has been posted outside of the adult wall).
We may access or disclose information about you, or your use of the Services, (a) when it is required by law (such as when we receive a valid subpoena or search warrant); (b) to respond to your requests for customer service support; or (c)when we, in our discretion, think it is necessary to protect the rights, property, or personal safety of us, our users, or the public.
45. Export Control Laws.
The Software, Services, content, and your use of the Software, Services, and content, are subject to U.S. and international laws, restrictions, and regulations that may govern the import, export, and use of the Software, Services, and content.You agree to comply with all the laws, restrictions, and regulations.
46. Dispute Resolution.
For any concern or dispute you may have, you agree to resolve the dispute informally by contacting us.If a dispute is not resolved satisfactorily CJ Success Team LLC may elect to provide you with a partial or full refund, if you purchased a product or service from us. If it has been more than 60 days since your purchase date, the option to provide you with a refund is entirely at the discretion of CJ Success Team LLC.
46.2 No Class Actions.
You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action.
46.4 Injunctive Relief.
Notwithstanding the foregoing, in the event of your or others’ unauthorized access to or use of the Services or content in violation of these terms you agree that we are entitled to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
47. Compliance with Licenses.
If you are a business, company, or organization, then we may, no more than once every 12 months, upon 7 days prior notice to you, appoint our personnel or an independent third party auditor who is obliged to maintain confidentiality to inspect (including manual inspection, electronic methods, or both) your records, systems, and facilities to verify that your installation and use of any and all Software or Services is in conformity with its valid licenses from us.
Additionally, you will provide us with all records and information requested by us in order to verify that its installation and use of any and all Software and Services is in conformity with your valid licenses from us within 30 days of our request. If the verification discloses a shortfall in licenses for the Software or Services, you will immediately acquire any necessary licenses, subscriptions,and any applicable back maintenance and support. If the underpaid fees exceed 5% of the value of the payable license fees, then you will also pay for our reasonable cost of conducting the verification.
We may modify these terms or any additional terms that apply to a Service or Software to, for example, reflect changes to the law or changes to our Services or Software. You should look at the terms regularly. We will post notice of modifications to these terms on this page. We will post notice of modified additional terms in the applicable Service or Software. By continuing to use or access the Services or Software after the revisions come into effect, you agree to be bound by the revised terms.
The English version of these terms will be the version used when interpreting or construing these terms.
49.2 Notice to CJ Success Team LLC.
You may send notices to us to at the following address: CJ Success Team LLC, 7129 County Road 526, Mansfield, TX 76063-7201, Attention: Customer Support.
49.3 Notice to You.
We may notify you by email, postal mail, postings within the Services, or other legally acceptable means.
49.4 Entire Agreement.
These terms constitute the entire agreement between you and us regarding your use of the Services and Software and supersede any prior agreements between you and us relating to the Services.
You may not assign or otherwise transfer these terms or your rights and obligations under these terms,in whole or in part, without our written consent and any such attempt will be void. We may transfer our rights under these terms to a third party.
If a particular term is not enforceable, the unenforceability of that term will not affect any other terms.
49.7 No Waiver.
Our failure to enforce or exercise any of these terms is not a waiver of that section.
We respect the Intellectual Property Rights of others and we expect our users to do the same. We will respond to clear notices of copyright infringement consistent with the Digital Millennium Copyright Act (“DMCA”). To contact us regarding right's violations,please submit a support ticket at: http://cjsuccessteam.net/support/.