These terms constitute an agreement between You ("You") and e-Agree, LLC, including its direct and indirect affiliates (“e-Agree”). Access or use of the website and/or service constitutes acceptance of these Terms and Conditions. If You do not agree with these Terms and Conditions, please do not access or use this Website. e-Agree may change any of these Terms and Conditions at any time. Changes will become effective upon posting.
1. The Website
e-Agree offers websites and other digital information, assets and services available through the Internet that may require user registration. This document will refer to these digital assets, including product information, software, products, applications or services offered in connection with e-Agree website as "the Website."
2. Ownership of the Information, Materials and Software of the Website
You expressly acknowledge and agree that (a) the Website contains information, text, software, photos, video, graphics, music, sounds and other material (called "Materials") that are protected by copyrights, trademarks, trade secrets, patents or other proprietary rights (called "Intellectual Property Rights"); (b) all right, title and interest in and to these Materials and Intellectual Property Rights belong solely and exclusively to e-Agree or its licensors; and (c) these Intellectual Property Rights are valid and protected in all forms, media and technologies existing now or developed later.
3. Use of the Information and Materials of the Website
3.1. Limited End User License. e-Agree grants a limited license to all users of the Website that is nonexclusive, personal, nontransferable, and may not be sublicensed. Website users use, display, and print Materials obtained through the Website solely for their own personal, non-commercial purposes.
3.2. Prohibited Uses of Materials. Except as You may be expressly permitted by these Terms and Conditions, or based on express written permission obtained from e-Agree, You may not use, modify, adapt, reformat, download, upload, post, reproduce, broadcast, publish, display, perform, transfer or redistribute any Materials in any form, format or media or by means of any technology without obtaining the prior written authorization of e-Agree and any other owner of the Intellectual Property Rights in such Materials.
4. Availability of the Website and the Materials. e-Agree may at any time, without notice, restrict the use and accessibility of the Website. e-Agree may change or discontinue any portion, feature, or content of the Website at any time with or without notice to You.
5.1. e-Agree does not guarantee the accuracy, integrity or quality of Content and disclaims all liability for any errors, omissions, violation of third-party rights or illegal conduct arising fromContent posted, emailed or otherwise transmitted via the Website.
6. Restrictions on Use of the Website. You agree not to use the Website to:
6.1. upload, post, email or otherwise transmit any prohibited Content or otherwise violate these Terms and Conditions.
6.2. impersonate any person or entity, or falsely state or otherwise misrepresent Your affiliation with a person or entity;
6.3. upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "Spam," "chain letters," "pyramid schemes," or any other solicitation;
6.4. use or attempt to use any "deep-link," "scraper," "robot," "bot," "spider," "data mining," "computer code" or any other automated device, program, tool, algorithm, process or methodology or manual process having similar processes or functionality, to access, acquire, copy, or monitor any portion of the Website, any data or content found on or accessed through the Website or any other e-Agree Materials without the prior express written consent of e-Agree;
6.5. obtain or attempt to obtain through any means any Materials, Content, or any other data, content, software or code available on or through the Website (“Website Content”) that have not been intentionally made publicly available either by their public display on the Website or through their accessibility by a visible link on the Website;
6.6. violate any measure employed to limit or prevent access to the Website or Website Content;
6.7. violate the security of the Website or attempt to gain unauthorized access to the Website, Website Content, or computer systems or networks connected to any service of the Website through hacking, password mining or any other means;
6.8. interfere or attempt to interfere with the proper working of the Website or any activities conducted on or through the Website, including accessing any Website Content prior to the time that it is intended to be available to the public on the Website;
6.9. interfere with or disrupt the Website or servers or networks connected to the Website, or disobey any requirements, procedures, policies or regulations of networks connected to the Website;
6.10. violate any applicable local, state, national or international law or other policies of Your sponsoring organization (such as your employer).
7.1. Demographic Information. By using the Website, You agree that E-Agree may collect, use, sell, license and otherwise distribute demographic data about Your use of the Website in a form which has been modified so that You may not reasonably be identified, to assist in market evaluation, product assessment and improvement, research and for other purposes as reasonably determined by e-Agree.
7.2. Personal Information. For the purposes of these Terms and Conditions, “Personal Information” means information collected by e-Agree on this Website or otherwise provided by You which contains identifiable information such as Your name, email, physical address, username, and password.
7.4. Collection, Use and Disclosure of Personal Information. e-Agree will not disclose Personal Information associated with Your use of the Website to any third parties not affiliated with e-Agree except as set forth in these Terms and Conditions. By accepting these Terms and Conditions, you acknowledge and agree that E-Agree may collect, use and disclose Your Personal Information as permitted and/or required by local privacy regulations applicable to You. By accepting the terms of these Terms and Conditions, You explicitly consent to the following uses and disclosures of Your Personal Information (to the extent applicable to You) for the purposes stated herein:
(b) When You post or otherwise communicate any of Your Personal Information within the Website, forums, communities, application rosters, directories and/or other communication tools within the Website that facilitate engagement among end users, Your consent to disclosure is implied and e-Agree shall not be responsible for any further disclosures which may result from such posting.
7.5. Statistical Data. Some activities within the Website may request users to submit information that is tabulated and stored in a database. The data obtained is used to produce statistics that are integral to the educational value of these activities. Anywhere the requested data is personal in nature, a user’s specific responses remain confidential and are not associated with name or e-mail address in any way. By participating in an activity that uses information entered by end users for statistical analysis within the activity, You are giving us consent to include Your data in the study.
7.6. Marketing. e-Agree reserves the right to use Personal Information to market its products (i.e. contact users for participation in product reviews, or provide information on complimentary or upgrade products). e-Agree does not sell such Personal Information to any third party.
7.7. Access, Correction and Contacting Us. If You wish access or correct Personal Information provided in connection with this Website, You may email or write to us at the addresses provided on this website.
7.8. Use of "Cookies". You acknowledge and consent to the use of “cookies” in connection with Your activity on the Website. Cookies are alphanumeric identifiers that we transfer to Your computer’s hard drive through Your web browser when You visit and revisit the Website. Cookies permit us and our service providers to track the pages You visit and the content You view and are necessary for the proper functioning of this Website. Although the information collected through cookies is not itself considered Personal Information, such information may enable us to relate Your use of the Website to other information we have collected about You, including Personal information. If You do not want us to be able to store cookies on Your hard drive, Your browser’s help section should be able to tell You how You can disable or filter cookies and how to arrange for Your browser to tell You when You’ve been sent a new cookie. Disabling certain cookies may, however, limit Your ability to use this Website or certain features of the Website.
7.9. Collection of IP Addresses. When You sign in to the Website, some information such as Your Internet Protocol (IP) address, Internet service provider, operating system, the service from which You arrived, and the time and date of Your visit may be collected automatically as part of the software operation of this environment. This information, while not itself Personal Information, will be linked to You personally through the sign-in process. This information is not visible or accessible to other users of the Website, but is tracked and used by e-Agree for administrative purposes and to improve the Website service.
7.10. Nature of Data on the Internet. Due to the complexity and open nature of the Internet, there is always a risk that information collected and/or displayed on the Website may be compromised or accessed notwithstanding the implementation of stringent data security measures by e-Agree. To mitigate such risks, You should (a) use secure usernames and passwords and carefully protect them from disclosure; (b) restrict Your access of the Website to secure networks; and (c) implement updated internet security and virus protection software on Your computer system.
7.11. Cross-Border Transfer of Data. The Personal Information provided to e-Agree in connection with this Website will be stored on e-Agree’s servers or those of its affiliates and/or authorized vendors and will be accessible by authorized employees, agents and contractors of e-Agree and its affiliates and authorized vendors. Due to the global nature of the Website, Personal Information may be transmitted, stored and processed in a country other than the one in which You reside (“Resident Jurisdiction”), including primarily in the United States, the European Union and India. Reasonable contractual or other measures e-Agree may take to protect Your Personal Information while outside the Resident Jurisdiction are subject to applicable foreign legal requirements, for example, lawful requirements by governmental authorities or court order to disclose Personal Information to government authorities in the countries in which such data may be stored or processed. IF YOU RESIDE IN THE EUROPEAN UNION, CANADA OR OTHER JURISDICTION WITH SIMILAR DATA TRANSFER REGULATIONS, BY ACCEPTING THE TERMS OF THESE TERMS AND CONDITIONS, YOU EXPLICITLY CONSENT THAT THE PERSONAL INFORMATION YOU PROVIDE MAY BE TRANSFERRED AND STORED IN COUNTRIES OUTSIDE THE EU, CANADA OR YOUR RESIDENT JURISDICTION, INCLUDING THE UNITED STATES. IF YOU FAIL TO PROVIDE YOUR CONSENT, YOU WILL NOT BE PERMITTED TO ACCESS THE SERVICES FOR WHICH REGISTRATION IS REQUIRED. YOUR PERSONAL INFORMATION SHALL ONLY BE USED IN ACCORDANCE WITH THE TERMS OF THESE TERMS AND CONDITIONS.
8. Disclaimer of Warranties
8.1. E-AGREE MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE WEBSITE. THE WEBSITE AND ALL INFORMATION, CONTENT, MATERIALS AND SOFTWARE ACCESSIBLE THROUGH THE WEBSITE ARE PROVIDED FOR USE “AS IS” AND “AS AVAILABLE”. TO THE FULLEST EXTENT PERMITTED BY LAW, E-AGREE DISCLAIMS ALL WARRANTIES AND CONDITIONS, LEGAL, EXPRESSED OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, REGARDING OR RELATING TO PRODUCTS OR WEBSITES FURNISHED TO LICENSEES UNDER THESE TERMS AND CONDITIONS OR IN CONNECTION WITH THE WEBSITE. E-AGREE MAKES NO REPRESENTATIONS OR WARRANTIES AS TO WHETHER THE WEBSITE WILL BE AVAILABLE OR ERROR FREE OR WHETHER ANY INFORMATION ON THE WEBSITE OR ANY WEBSITE WITH WHICH THIS WEBSITE IS LINKED IS ACCURATE, COMPLETE, OR CURRENT. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY AND COMPLETENESS OF THE INFORMATION, OPINOINS, AND OTHER MATERIALS INCLUDED ON THE WEBSITE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
8.2. You expressly agree that Your use of the Website is at Your sole risk. No statement, information or advice, including, but not limited to, statements regarding capacity, suitability for use or performance, whether made by a e-Agree employee, reseller or other representative or otherwise, which is not contained in these Terms and Conditions shall be deemed to be a warranty by e-Agree for any purpose or give rise to any liability of e-Agree whatsoever, and You agree that You will not rely on any such statement, information or advice.
9. Limitation of Liability
9.1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, E-AGREE AND ITS SUBSIDIARIES AND AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, VENDORS, AND CONTRACTORS (collectively “e-Agree Related Parties”) SHALL IN NO EVENT BE LIABLE FOR ANY CLAIMS, CHARGES, DEMANDS, DAMAGES, LOSSES, EXPENSES OR OTHER LIABILITIES OF WHATEVER NATURE ARISING FROM YOUR USE OR INABILITY TO USE THE WEBSITE – INCLUDING, WITHOUT LIMITATION, ANY COMPENSATORY, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOSS OF USE, LOSS OF DATA, LOSS OF INCOME OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY, CLAIMS OF THIRD PARTIES, LOSS CAUSED BY YOUR RELIANCE ON ANY MATERIALS, CONTENT, INFORMATION, WEBSITES, SOFTWARE OR PRODUCTS OBTAINED ON THE WEBSITE, OR MISTAKES, OMISSIONS, INTERRUPTIONS, COMMUNICATIONS FAILURE, DELETION OF FILES OR E-MAIL, ERRORS, DEFECTS, VIRUSES, TROJAN HORSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, OR THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO YOUR RECORDS, PROGRAMS OR WEBSITES, OR OTHER LOSSES OF ANY KIND OR CHARACTER RELATED TO YOUR USE OF THE WEBSITE -- EVEN IF E-AGREE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE WEBSITE, OR ANY WEBSITE WITH WHICH IT IS LINKED. YOU ASSUME TOTAL RESPONSIBILITY FOR ESTABLISHING PROCEDURES FOR DATA BACK-UP AND VIRUS-CHECKING AS YOU CONSIDER NECESSARY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
9.2. If, notwithstanding the foregoing, e-Agree were to be held liable for damages, then regardless of the form of action (whether in contract, tort, breach of warranty or otherwise), in no event shall the maximum liability of e-Agree and the e-Agree Related Parties exceed, either jointly or severally, the aggregate dollar amount paid by You to e-Agree in the twelve (12) months prior to the claimed injury or damage. All of the provisions of this section are also for the benefit of e-Agree’s directors, officers, shareholders, employees, affiliates, agents, third-party content providers, licensors, and anyone else involved in creating, producing or distributing the Website, and each shall have the right to assert and enforce these provisions directly on their own behalf.
10. Indemnification by You. To the fullest extent permitted by law, You agree to defend, indemnify and hold harmless e-Agree and the e-Agree Related Parties from and against any and all claims, charges, demands, damages, losses, expenses, and liabilities of whatever nature and howsoever arising (including, but not limited to, any legal or other professional fees and the costs of defending or prosecuting any claim), incurred or suffered by e-Agree and/or the e-Agree Related Parties, directly or indirectly, by reason of any act or omission which You or any of Your agents, contractors, employees or representatives commit in breach of these Terms and Conditions or in violation of any third-party rights or any laws or regulations that may apply to Your use of the Website or any Website Content.
11. Choice of Law and Forum. These Terms and Conditions shall be governed and construed in accordance with the laws of the State of Virginia, without giving effect to its conflict of law principles. You agree to submit to the personal and exclusive jurisdiction of the courts located within the State of Virginia for any claim arising from Your use of the Website or these Terms and Conditions.
12. DMCA. If You believe that any content on the Website or any Third Party Site accessed via the Website contains infringing content, malicious code, or any offensive, libelous, or otherwise illegal or inappropriate content, please email e-Agree. To ensure e-Agree can quickly respond to the issue, Your email should include the originating e-Agree page URL, the linked page URL and a description of the content in question.
13.1. These Terms and Conditions are personal to You, and You may not assign, transfer or delegate Your rights or obligations under these Terms and Conditions to anyone. e-Agree may assign or delegate its rights or obligations under these Terms and Conditions.
13.2. In the event that any provision of these Terms and Conditions is held by a court of competent jurisdiction to be invalid or unenforceable for any reason, the remainder of these Terms and Conditions shall remain valid and enforceable according to its terms.
13.3. You acknowledge that e-Agree will be irreparably harmed by any breach of these Terms and Conditions by You or by Your unauthorized use of the Website or Website Content and, further, that monetary damages may not be a sufficient remedy for such harm. You agree that e-Agree shall be entitled, without waiving any other rights or remedies and without further demonstration of irreparable harm or the inadequacy of monetary damages, to obtain injunctive or other equitable relief in the event of any breach of these Terms and Conditions by You or by Your unauthorized use of the Website or Website Content.
14. Entire Agreement. These Terms and Conditions constitute the entire agreement between e-Agree and You with respect to the Website. Headings in these Terms and Conditions are for Your convenience only and do not have any legal meaning or effect. If e-Agree waives or fails to enforce any term or condition of these Terms and Conditions on any one or more occasions, whether by conduct or otherwise, its waiver or failure to enforce will not mean that it must waive or cannot enforce such term or condition on any other occasion, or any other term or condition of these Terms and Conditions.