Drs. Connor and Davidson (“C-D”) provide online services to visitors to our website at www.CD-RISC.com, www.connordavidson-resiliencescale.com and any derivative, co-branded or successor site as C-D may make available from time to time (“C-D Website”). This Terms of Service Agreement (the “Agreement”) sets forth the terms and conditions that govern your use of the C-D Website. C-D reserves the right, at any time and at its sole discretion, to update, revise or otherwise modify the terms and conditions of the Agreement without notice to you. By accessing or using the C-D Website, you are agreeing that you have read and accept the following terms and conditions.
1. DESCRIPTION OF C-D TECHNOLOGY
C-D provides visitors to the C-D Website with access to its online services (along with all related intellectual property rights, the “C-D Technology”).
2. REGISTRATION AND YOUR OBLIGATIONS
You may be asked to register or provide certain information in connection with your use of the C-D Technology. You agree to provide true, accurate, current and complete information about you as prompted by the C-D Technology and other application forms and registration forms (such information being the “Registration Data”). If you provide any Registration Data that is untrue, inaccurate, not current or incomplete, or C-D has reasonable grounds to suspect that such Registration Data is untrue, inaccurate, not current or incomplete, C-D has the right to suspend or terminate your access to and use of the C-D Technology and refuse any and all current or future use of the C-D Technology or any portion thereof.
3. PASSWORDS AND YOUR OBLIGATIONS
As part of the registration process, you may be asked to select a unique user name and password in order to be able to access your account and to use the C-D Technology. As a registered member, you are responsible for maintaining the confidentiality and security of your user name and password and shall be responsible for all uses of your user name and password, including any transactions facilitated through the use thereof, whether or not in fact authorized by you. If you have any reason to believe that there has been a breach of security regarding your user name or password, including without limitation, an unauthorized use of your username or password, you must promptly notify C-D in writing and change your password on the C-D Website.
4. C-D PRIVACY AND SECURITY POLICY
The Registration Data and certain other information about you are subject to our Privacy and Security Policy, as it may change from time to time. For more information, see our full privacy and security policy at www.CD-RISC.com to understand our policies and practices.
5. ACCESS TO THE C-D TECHNOLOGY
You shall be responsible for obtaining access to the C-D Technology and for all equipment necessary to access the C-D Technology and you acknowledge that obtaining the foregoing may involve third-party fees (such as internet service provider or airtime charges). You are responsible for all charges associated with connecting you to the C-D Technology, including, without limitation, all telephone, equipment, airtime and internet service provider charges. Notwithstanding the foregoing, C-D may, at its sole discretion, provide free of charge access to the C-D Technology to its employees and/or independent contractors.
6. USE OF THE C-D TECHNOLOGY
During the term of this Agreement and subject to the terms and conditions set forth herein, C-D grants you a non-transferable, non-exclusive and non-sublicensable right and license to use the C-D Technology solely for your immediate, personal use. Except as otherwise set forth herein, you agree not to: (i) reverse engineer, decompile, reverse compile, translate, adapt, or disassemble or otherwise access the C-D Technology, or any part thereof; (ii) copy, download or save the C-D Technology, or any part thereof, in any form, except as explicitly permitted in this Section; (iii) publish, display, disclose, sell, rent, lease, modify, store, loan, distribute, co-brand, frame, permit third parties to link to, or create compilations or derivative works of the C-D Technology, or any part thereof; (iv) assign, sublicense, convey, transfer, pledge as security or otherwise encumber the rights and licenses granted hereunder; or (v) use the C-D Technology in any fashion that may infringe any patent, copyright, trademark, trade secret or any other intellectual property or proprietary rights of C-D, its third party suppliers or any other third party. You agree not to access the C-D Technology by any means other than through the interface that is provided by C-D for use in accessing the C-D Technology. Any other use of the C-D Technology other than as expressly set forth herein without C-D’s prior written consent, which may be withheld in its sole and absolute discretion, is strictly prohibited and all implied licenses are disclaimed.
7. LINKS TO OTHER SITES
Visitors to the C-D Website should be aware that when they are on the C-D Website, they could be directed to other web sites that are beyond our control. There may be several links to other web sites from the C-D Website pages that take you outside our service. C-D has no control over these web sites and is not responsible or liable for the policies, actions or content of such web sites. These web sites are linked only for your convenience and you access them at your own risk. We encourage you to review the terms of service and privacy policies available at these other web sites. C-D is not responsible for, and expressly disclaims all liability for, damages of any kind arising out of or relating to any use, reference to or reliance on such information and any other dealings with such third parties.
In connection with your use of the C-D Technology, you may provide contributions and submittals to, and feedback and suggestions about, the C-D Technology, including without limitation, comments, suggestions, photos, feedback, notes, messages, ideas, suggestions or other communications (collectively, the “Submittal”) sent by you to C-D. Subject to the terms and conditions set forth herein, you hereby grant to C-D a royalty-free, perpetual, irrevocable, world-wide, non-exclusive license to use, reproduce, sub-license through multiple tiers of sublicensees, create derivative works from, modify, publish, edit, translate, distribute, and publicly perform, execute, and display the Submittal and any related intellectual property rights in any media or medium, or any form, format, or forum now known or hereafter developed for any legal purposes whatsoever. The Submittal submitted to C-D shall in no way prevent the purchase, manufacture or use of similar products, services, plans and ideas by C-D for any purpose whatsoever. Except as set forth herein, C-D is not responsible for, and expressly disclaims all liability for, damages of any kind arising out of or related to any Submittal submitted by you.
9. C-D’S PROPRIETARY RIGHTS
You acknowledge and agree that the C-D Technology and any necessary technology used in connection with the C-D Technology are protected by applicable intellectual property rights and laws, including without limitation, copyrights, trademarks, service marks, patents or other proprietary rights and laws. The compilation of all content, materials and information on the C-D Website is the exclusive property of C-D and is protected by U.S. and international copyright laws. The “look and feel” of the C-D Website, meaning, the structure, sequence and layout of the audiovisual components of the C-D Website as perceived by you, including, but not limited to, the color combinations, button shapes, and all other graphical and navigational elements, the design for which was dictated by artistic and aesthetic considerations and not by utilitarian or mechanical ones, are also proprietary to C-D and fully protected under U.S. and international copyright and trademark laws.
C-D’s name and logo, and all related product and service names, design marks and slogans are the trademarks, service marks or registered trademarks of C-D and may not be used or modified in any manner without the prior written consent of C-D.
You agree that C-D, at its sole discretion, may terminate your access to and use of the C-D Technology, at any time and for any reason whatsoever, including without limitation, for lack of use or if C-D believes, in its sole discretion, that you have violated or acted inconsistently with the terms and conditions of this Agreement. C-D reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the C-D Technology (or any part thereof) with or without notice. You agree that C-D shall not be liable to you or to any third party for any modification, suspension or discontinuance of the C-D Technology.
You represent and warrant to C-D that: (i) you are at least 18 years old; (ii) in the event you are an entity, you have the full right, power and authority to enter into this Agreement on behalf of such entity; (iii) the performance by you of your obligations and duties hereunder, do not and will not violate any agreement to which you are a party or by which you are otherwise bound; (iv) the Registration Data and the Submittal do not infringe the intellectual property or proprietary rights, including without limitation, patents, copyrights, trademarks and trade secrets, of any third party; (v) the Registration Data, the Submittal and your use of the C-D Technology comply in all respects with all applicable laws, statutes, regulations, ordinances and other rules; (vi) you shall not use the C-D Technology to send offensive or disruptive material, including without limitation, spam, offensive sexual, racial or gender related material or other material that may disrupt or interfere with the hardware or software operating the C-D Technology; and (vii) the Registration Data and the Submittal are truthful and accurate.
You agree to indemnify, defend and hold harmless C-D, its employees, directors, officers, agents and its affiliates and suppliers from any claim or demand, including reasonable attorneys’ fees, made by any third party arising out of or resulting from this Agreement or the C-D Technology including, but not limited to: (i) your breach of any representations, warranties or covenants set forth herein; and (ii) your use of the C-D Technology.
13. DISCLAIMER OF WARRANTIES
THE C-D TECHNOLOGY IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, C-D, ITS AFFILIATES AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY OR COMMON LAW, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DATA ACCURACY, TITLE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, C-D, ITS AFFILIATES AND ITS SUPPLIERS MAKE NO WARRANTY THAT (I) THE C-D TECHNOLOGY WILL MEET YOUR REQUIREMENTS, (II) THE C-D TECHNOLOGY WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) ANY ERRORS IN THE C-D TECHNOLOGY WILL BE CORRECTED, AND (IV) THE C-D TECHNOLOGY WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED BY YOU THROUGH THE USE OF THE C-D TECHNOLOGY IS OBTAINED 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 DOWNLOADING OF ANY SUCH MATERIAL.
14. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT, C-D, ITS AFFILIATES AND ITS SUPPLIERS SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE CONSEQUENTIAL OR EXEMPLARY DAMAGES INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, EVEN IF C-D, ITS AFFILIATES OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU EXPRESSLY UNDERSTAND AND AGREE THAT C-D’S, ITS AFFILIATES’ AND ITS SUPPLIERS’ CUMULATIVE LIABILITY TO YOU OR ANY THIRD PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED FIVE HUNDRED ($500.00 U.S.) DOLLARS.
If you believe that you have any right, title or interest in or to any information, including without limitation, data, images, video or any other information, or any intellectual property rights thereof (the “IP”), that is located within the C-D Technology without your prior consent, please provide to C-D the following: (i) a description of such IP; (ii) details of where such IP is located within the C-D Technology; (iii) your name, address, telephone number and email address; and (iv) a statement executed by you that the information provided regarding such IP is truthful and accurate, that you have right, title or interest in or to such IP, and that you have a good faith belief that such IP is located within the C-D Technology without your prior consent.
16. DEEP LINKS; SPIDERING
You shall not “deep-link” to the C-D Website, meaning that you will not create, post, display, publish or distribute any link to any page other than the front (home) page of the C-D Website, for any purpose, unless specifically authorized in writing by C-D. The use of any tools, programs, robotic algorithms or products to automatically download or “spider” the C-D Website or any of the pages of the C-D Website is expressly prohibited and infringes on C-D’s intellectual property rights.
17. GOVERNING LAW
THE C-D TECHNOLOGY IS CONTROLLED BY C-D FROM WITHIN THE STATE OF MARYLAND OF THE UNITED STATES OF AMERICA, ALTHOUGH THE C-D TECHNOLOGY MAY BE ACCESSED AND USED THROUGHOUT THE WORLD. BY ACCESSING THE C-D TECHNOLOGY, YOU AND C-D EACH AGREE THAT THIS AGREEMENT AND THE RELATIONSHIP BETWEEN YOU AND C-D SHALL BE GOVERNED BY THE LAWS OF THE STATE OF MARYLAND OF THE UNITED STATES OF AMERICA, WITHOUT REGARD TO ITS CONFLICT OF LAW PROVISIONS. YOU AND C-D AGREE TO SUBMIT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE STATE AND/OR FEDERAL COURTS LOCATED WITHIN THE STATE OF MARYLAND WITH RESPECT TO ANY DISPUTE RELATED TO THIS AGREEMENT.
18. ORDER OF PRECEDENCE
This Agreement governs your use of the C-D Website and access to the C-D Technology. This Agreement does not modify, alter or amend any other agreement you have entered or will enter into with C-D or any of its related or affiliated entities. To the extent that any provision of this Agreement, or any supplemental agreement offered as any part of any registration for use of additional C-D Technology, conflicts with any provision of your other agreements with C-D or any of its related or affiliated entities, the terms of such other agreement shall, as to the subject matter of that other agreement, take precedence over the conflicting term(s) of this Agreement.
19. GENERAL INFORMATION
This Agreement constitutes the entire agreement between you and C-D with respect to the subject matter herein and governs your use of the C-D Technology, superseding any prior agreements between you and C-D, but this Agreement may be supplemented by any other agreement you enter into with C-D pursuant to your participation in other features of the C-D Website. You further acknowledge and agree that you may not assign any part of this Agreement without C-D’s prior written consent. This Agreement shall inure to the benefit of each party’s successors and assigns. C-D shall not be deemed to be in breach of the Agreement and thereby liable to you or any third party for any delays in the performance of its obligations hereunder caused by fire, explosion, act of God, strikes, war, riot, government regulation, bandwidth limitations, Internet connectivity, or act or any other cause beyond the reasonable control of C-D. The failure of C-D to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement shall remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the C-D Technology or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
20. CONTACTING US
If you have any questions about this Agreement, the Privacy and Security Policy, or any question or problem regarding the C-D Technology, please contact us by sending an email to email@example.com.
Effective Date: August 8, 2011.