These Terms of Use and the Privacy Policy are an agreement that govern your use of C. Myers Corporation (“C. Myers”) website (the “Website”). Additional terms and conditions of use applicable to specific areas of the Website may also be posted on the Website. These Terms of Use, the Privacy Policy and any additional terms posted on the Website are referred to as the “Agreement.” Certain services provided by C. Myers and accessible through the Website require that you enter into a separate written agreement with C. Myers. In the event of a conflict between the terms of this Agreement and any separate written agreement with C. Myers, the terms of your separate written agreement will govern. By accessing and using the Website, you acknowledge that you have reviewed and agree to be bound by this Agreement in connection with your use of the Website. C. Myers reserves the right to modify or supplement any or all of the terms of this Agreement from time to time without notice to you. C. Myers reserves the right, in its sole discretion, to restrict, suspend or terminate access to all or any part of the Website or to change, suspend or discontinue all or any aspect of the Website, including the availability of any feature, database, information or content, at any time and without prior notice or liability. You are not authorized to use this Website in any jurisdiction where the terms of this Agreement are not enforceable.
Use of the Website
Portions of this Website are available without registration. Other portions are strictly reserved for the use of current clients of C. Myers, authorized trial users, or other parties specifically approved by C. Myers, and their use is further subject to the terms of any other agreements that their institutions have in place with C. Myers. Use of the restricted portion of the Website requires registration by the user on this Website and may require providing personal data including contact information. You agree to provide true and accurate information in connection with any such request and to promptly notify C. Myers of any changes in the information. You are solely responsible for maintaining the confidentiality of your password and for all usage and activity on your account, including, but not limited to, use of the account by any third party.
Certain services provided by C. Myers allows you to submit Client Data through your Website account. “Client Data” shall mean all data or information submitted by or on behalf of you in connection with the services. As between the C. Myers and you, you exclusively own all rights, title, and interest in and to all Client Data. C. Myers shall have the right to access and use the Client Data solely to perform its obligations in accordance with the terms of this agreement and any other agreement between you and C. Myers. C. Myers shall not be responsible or liable for the deletion, alteration, destruction, damage, loss or failure to store any Client Data unless, and only to the extent that, such deletion, alteration, destruction, damage, loss or failure to store any Client Data is directly and proximately caused by C. Myers’ willful actions and subject to any limitations set forth in this agreement or other agreement between you and C. Myers. C. Myers reserves the right to develop and commercialize benchmarks, measures and analytics based on Aggregated Data. “Aggregated Data” shall mean Client Data (i) anonymized, and not identifiable to any person or entity, (ii) combined with the data of other clients, users or additional data sources, and (iii) presented in a manner from which your identity may not be derived.
This Website is not intended for use by persons under the age of 18. You are fully liable for all use of the Website accessed through your registration information, including any use by a user not authorized by you who accesses the Website using your registration information. You should promptly notify C. Myers of any unauthorized use of your registration information or other breach of security.
Content
The Website includes information which C. Myers believes will be of interest to its users. Some of the information has been developed by C. Myers. Other information is provided by third-party sources. C. Myers cannot ensure that information it provides is accurate, exhaustive or complete on every subject or that it will necessarily include all of the most recent information available on a particular topic. You are solely responsible for use of and reliance on this information. Information, software, text, photographs, graphics, links and other material (collectively, the “Content”) provided on the Website are protected by copyright, trademark or other proprietary rights of C. Myers or of third parties. You may download or copy the Content for personal use only, provided that you maintain all copyright and other notices contained therein. Otherwise, you may not copy, store in electronic form, modify, print, transmit, transfer or sell, create derivative works from, distribute, perform, display, or in any way exploit any of the Content, in whole or in part, without obtaining permission of C. Myers, except as expressly permitted in this Agreement or permitted under copyright law.
Contacts with Other Websites
C. Myers may include or provide links on the Website to other websites on the Internet that are owned and operated by third parties. You acknowledge that C. Myers is not responsible for the availability of, or the content located on or through, any third-party sites. You should contact the site administrator or Webmaster for those sites if you have any concerns regarding such links or the content located on such sites.
Exchange of Information
In connection with using the Website, you may provide or receive information by email. Although email is generally reliable, email can be transmitted improperly or wrongfully intercepted. C. Myers does not warrant or guarantee that the transmission of email messages will be uninterrupted or transmitted without error.
Use of Blog
The Website includes access to a blog. To access the blog, you may be required to select a user name and password. The user name that you select is the name that appears when you post on the message board. It can be any name that you select, as long as someone else has not selected that name before you.
Considering the real-time nature of the blog, C. Myers cannot review messages or confirm the validity of information posted. We do not actively monitor the contents of posted messages, are not responsible for any messages posted, do not vouch for or warrant the accuracy, completeness or usefulness of any message, and are not responsible for the contents of any message. The messages express the views of the author of the message, not necessarily the views of C. Myers or any individual associated with C. Myers. Any user who feels that a posted message is objectionable is encouraged to contact C. Myers immediately by email. C. Myers may, in its discretion, remove such material, but neither the removal nor the failure to do so shall result in liability to anyone. Because removal is a manual process, removal or editing particular messages may not occur immediately.
You shall not upload, post or email any content or information that (a) is libelous, defamatory, obscene, pornographic, abusive, harassing or threatening, (b) contains viruses or other contaminating or destructive features, (c) violates the rights of others, such as content that infringes any copyright, trademark, patent, trade secret or violates any right of privacy or publicity, (d) offends the community standards of users of the Website, (e) interferes with or disrupts the Website, (f) harasses another user or (g) otherwise violates any applicable law. Although C. Myers does not and cannot review the messages posted and is not responsible for the content of any of these messages, it reserves the right to delete any message for any reason whatsoever. You remain solely responsible for the content of your messages, and you agree to indemnify and hold the Website and C. Myers harmless with respect to any claim based upon transmission of your message(s). C. Myers reserves the right to reveal your identity (or whatever information we know about you) in the event of a formal subpoena arising from any message posted by you. We reserve the right to use any messages or information posted by you for any purpose, including but not limited to reproduction in its electronic or printed publications and you grant C. Myers a nonexclusive license to use, copy, edit, modify, transmit, distribute and to create a derivative work of any such message or information.
Disclaimer of Warranties and Limitation of Liability
YOU AGREE THAT YOUR USE OF THIS WEBSITE IS AT YOUR SOLE RISK. BECAUSE OF THE NUMBER OF POSSIBLE SOURCES OF INFORMATION AVAILABLE THROUGH THE WEBSITE, AND THE INHERENT HAZARDS AND UNCERTAINTIES OF ELECTRONIC DISTRIBUTION, THERE MAY BE DELAYS, OMISSIONS, INACCURACIES OR OTHER PROBLEMS WITH SUCH INFORMATION.
THE MATERIALS ON THIS WEBSITE ARE PROVIDED TO YOU “AS IS, AS AVAILABLE.” C. MYERS AND ITS AGENTS AND LICENSORS DO NOT WARRANT THE ACCURACY, TIMELINESS, COMPLETENESS, CURRENTNESS, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE INFORMATION AVAILABLE THROUGH C. MYERS. NOR DO THEY GUARANTEE THAT THE WEBSITE WILL BE ERROR-FREE OR CONTINUOUSLY AVAILABLE OR THAT THE WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. C. MYERS DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE INFORMATION ON THIS WEBSITE OR IN THIRD-PARTY SITES OR YOUR RELIANCE THEREUPON IN TERMS OF THEIR CORRECTNESS, ACCURACY, TIMELINESS, RELIABILITY OR OTHERWISE. YOU, AND NOT C. MYERS, ASSUME THE ENTIRE COST OF ALL NECESSARY MAINTENANCE, REPAIR OR CORRECTION.
UNDER NO CIRCUMSTANCES SHALL C. MYERS OR ITS AFFILIATES, AGENTS OR LICENSORS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DAMAGES (WHETHER DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHERWISE, OR WHETHER RESULTING FROM TORT, CONTRACT OR OTHER THEORIES OF LAW) INCLUDING BUT NOT LIMITED TO ATTORNEYS’ FEES AND LOST PROFITS, IN CONNECTION WITH, OR IN ANY WAY ARISING OUT OF, (1) THE USE OR INABILITY TO USE THIS WEBSITE AND ITS CONTENT; (2) ANY ERRORS OR OMISSIONS IN THE CONTENT OR INFORMATION ON THE WEBSITE; OR (3) ANY COMPUTER VIRUS OR OTHER PROGRAMMING DEVICE, EVEN IF C. MYERS IS ADVISED OF THE POSSIBILITY THEREOF.
IF YOU BECOME DISSATISFIED WITH THIS WEBSITE, OR THE TERMS, CONDITIONS OR POLICIES GOVERNING THIS WEBSITE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THIS WEBSITE. THIS LIMITATION ON DAMAGES IS ESSENTIAL TO THE AGREEMENT BETWEEN YOU AND C. MYERS AND THE WEBSITE WOULD NOT BE PROVIDED FREE OF CHARGE WITHOUT SUCH LIMITATION.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, OR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO PORTIONS OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES, THE LIABILITY OF C. MYERS, ITS AFFILIATES, AGENTS AND LICENSORS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF C. MYERS OR ITS AGENTS EXCEED $100. YOU ACKNOWLEDGE AND AGREE THAT THIS WEBSITE WOULD NOT BE PROVIDED WITHOUT THE DISCLAIMERS AND LIMITATIONS SET FORTH IN THIS AGREEMENT AND THAT THE DISCLAIMERS, LIMITATIONS AND REMEDIES ARE REASONABLE.
Indemnification
You agree to indemnify, defend, and hold C. Myers harmless from and against any and all claims from third-parties arising out of or in any way related to any and all claims, losses, damages and expenses (including attorneys’ fees) resulting from (a) your use of the Website or the services provided through the Website, (b) your violation of applicable laws or regulations, (c) your Client Data, including an allegation that the Client Data infringes or otherwise violates a third party’s property, privacy or other right, or (d) breach of these terms and conditions, regardless of the form of action. C. Myers reserves the right, at its own expense, to assume the exclusive defense and control of any claim subject to indemnification by you, in which event you will fully cooperate with C. Myers.
General Terms
This Agreement, all intellectual property issues, and your rights and obligations shall be governed by the laws of the United States of America and the State of Arizona governing contracts wholly entered into and wholly performed within Arizona. Any action to enforce these terms and conditions or in any manner related to C. Myers shall be brought exclusively in the federal or state courts located in Phoenix, Arizona and you agree to submit to the jurisdiction of such courts. This Agreement and any separate written agreements between you and C. Myers for services provided by C. Myers constitute the entire agreement between you and C. Myers with respect to your use of the Website, and supersedes all previous written or oral agreements regarding such use. If any inconsistency exists between the terms of this agreement and any additional terms and conditions posted on the Website, the terms shall be interpreted as to eliminate any inconsistency, if possible, and otherwise, the additional terms and conditions shall control. The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect the validity or enforceability of the other provision hereof. Any provision determined to be invalid or unenforceable will be modified, to the extent possible, to be valid and enforceable so as to retain the intent of the parties.