The Platform is owned and operated by Company. By accessing, browsing, submitting information to and/or using the Platform, you agree and acknowledge on your own behalf and on behalf of any business or entity you represent (referred to throughout the Terms as “you”) that you have read, understand and agree to be bound by, and fully comply with, these Terms and to comply with all applicable laws including, without limitation, all federal, state and local tax and tariff laws, regulations, and/or directives. You represent and warrant that you have all necessary rights, power and authority to enter into this agreement and to perform and otherwise discharge all of your obligations hereunder, whether on behalf of yourself or any entity that you represent. Use of the Platform and any information associated with the Platform may also be subject to a separate agreement between the Company and its Clients (defined below). Accordingly, your access to the Platform may be as a user of the Platform, or as an employee of a Client.
We reserve the right at any time to change (i) the Platform, including terminating, eliminating, supplementing, modifying, adding, or discontinuing any content or feature or data or service on or available through the Platform or the hours the Platform is available; (ii) the equipment, hardware or software required to use and access the Platform, and (iii) fees for Software or services available on the Platform. We shall not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Platform, or any Software or services available on the Platform.
Occasionally there may be information on the Platform that contains typographical errors, inaccuracies or omissions that may relate to descriptions, pricing, promotions, offers, and availability. Without prior notice (including after you have submitted your order), we reserve the right, but are not obligated, to correct any errors, inaccuracies, or omissions. Notwithstanding the foregoing, we undertake no obligation to update, amend or clarify information in the Platform or on any related website, including without limitation, pricing information, except as required by law.
The Website is provided solely for informational purposes and the purposes of enabling communication between you and the Company. The information provided is intended to be general in nature and does not necessarily address all the terms, exclusions, and conditions applicable to our products and services (the “Website Content”).
The Company provides the Software and any related data, accounts, profiles, forms, and all content provided on the Software (together, with the Website Content, the “Content”) for the purpose of providing services to the Company’s contracted clients (“Clients”) and their authorized users.
Use of the Platform may also be subject to the terms of separate written agreements between the Company and its Clients, such as a Master Service Agreement, Statements of Work, or Service Orders (the “Client Contracts”). When applicable, this Policy may be superseded by specific terms in the Client Contracts entered into by your employer (“Your Client Contracts”). As applicable, if you use any materials from the Platform, you agree to be bound by Your Client Contracts, as well as any posted guidelines and policies related to the materials you wish to use.
The Company grants you a non-exclusive right to access and use the Platform and the Content solely in accordance with these Terms. Your right to access and use the Platform shall be limited to non-commercial purposes unless you are otherwise expressly authorized by the Company to use the Platform for commercial purposes, such as through Your Client Contract. You agree to use the Platform only for lawful purposes, comply with all rules governing any transactions on and through the Platform and comply with applicable laws.
Yes. If you are given or create a password to access the Platform, you are responsible for maintaining the confidentiality of your account and your password. You are responsible for all activities that occur under your account and you agree to notify the Company immediately of any unauthorized use of your account. The Company is not responsible for any loss that you may incur as a result of any unauthorized person using your account or your password.
Yes, you represent and warrant that: you will comply with all applicable laws and regulations; you are not (i) located in a country subject to a U.S. Government embargo, or designated by the U.S. Government as a “terrorist supporting” country, or (ii) listed on any U.S. Government list of prohibited or restricted parties; and all information you provide in connection with your access to or use of the Platform is true, accurate, and complete to the best of your knowledge and belief.
Additionally, you agree that you will NOT, and you will NOT permit any third party to:
The Platform and Content are protected by copyrights, trademarks, or are subject to other proprietary rights. Accordingly, you are not permitted to use the Platform or Content in any manner, except as expressly permitted by the Company in these Terms. The Platform or Content may not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or distributed in any way, and you agree not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, or create derivatives without the express written consent of the Company or the applicable owner, or as specified in any Client Contracts. No licenses, express or implied, are granted by Company to you under any patent, copyright, trademark, trade secret, or other intellectual property right of Company and all such rights are reserved and retained by Company.
If you download or otherwise obtain the Platform and/or Content (where permitted by these Terms), you acknowledge that any such action is taken at your own discretion and risk. You are and will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material.
Any content you create or own or to which you have a license and use on the Platform is Your Content. In sharing Your Content on the Platform, you warrant and represent you have the legal right to use Your Content and grant the Company an irrevocable, royalty-free, fully paid up, worldwide, non-exclusive license to use Your Content in providing any Platform services as described in these Terms and in any posted policies on the Platform. The Platform services may also provide you with features like photo thumbnails, previews, easy sorting, editing, sharing, creating templates, and searching. These and other features may require our Company systems to access, store, and scan Your Content. You may also be able to share Your Content with others, so please think carefully about what you share.
You acknowledge and agree that you are solely responsible for complying with the applicable restrictions on use of all Content, copyrighted materials and trademarks that you see, hear, and use on the Platform. You understand that any unauthorized use of such intellectual property would result in irreparable injury for which money damages would be inadequate. You further acknowledge that, in the event of any such unauthorized use, the Company or the applicable intellectual property owner will have the right, in addition to other remedies available at law and in equity, to immediate injunctive relief to prevent any such unauthorized use.
The Company is based in the state of Virginia in the United States. The Company provides this Platform for use only by persons located in the United States. We make no claims that the Platform or any of its contents are accessible or appropriate outside of the United States. Access to the Platform may not be legal by certain persons or in certain countries.
ALL INFORMATION OR SERVICES PROVIDED BY THE COMPANY TO YOU VIA THE PLATFORM, INCLUDING, WITHOUT LIMITATION, ALL CONTENT, ARE PROVIDED “AS IS” AND “WHERE IS” AND WITHOUT ANY WARRANTIES OF ANY KIND. THE COMPANY AND ITS THIRD-PARTY LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NOTWITHSTANDING ANY PROVISION CONTAINED HEREIN TO THE CONTRARY, THE COMPANY AND ITS THIRD-PARTY LICENSORS MAKE NO REPRESENTATION, WARRANTY OR COVENANT CONCERNING THE ACCURACY, QUALITY, SUITABILITY, COMPLETENESS, SEQUENCE, TIMELINESS, SECURITY OR AVAILABILITY OF THE PLATFORM OR ANY CONTENT POSTED ON OR OTHERWISE ACCESSIBLE VIA THE PLATFORM. YOU SPECIFICALLY ACKNOWLEDGE THAT THE COMPANY AND ITS THIRD-PARTY LICENSORS ARE NOT LIABLE FOR THE DEFAMATORY, OBSCENE OR UNLAWFUL CONDUCT OF OTHER THIRD PARTIES OR USERS OF THE PLATFORM AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. NEITHER THE COMPANY NOR ANY OF ITS THIRD-PARTY LICENSORS REPRESENT, WARRANT OR COVENANT THAT THE PLATFORM WILL BE SECURE, UNINTERRUPTED OR ERROR-FREE. THE COMPANY FURTHER MAKES NO WARRANTY THAT THE PLATFORM WILL BE FREE OF VIRUSES, WORMS OR TROJAN HORSES OR THAT IT WILL FUNCTION OR OPERATE IN CONJUNCTION WITH ANY OTHER PRODUCT OR SOFTWARE. YOU EXPRESSLY AGREE THAT USE OF THE PLATFORM IS AT YOUR SOLE RISK AND THAT THE COMPANY, ITS AFFILIATES AND THEIR THIRD-PARTY LICENSORS SHALL NOT BE RESPONSIBLE FOR ANY TERMINATION, INTERRUPTION OF SERVICES, DELAYS, ERRORS, FAILURES OF PERFORMANCE, DEFECTS, LINE FAILURES, OR OMISSIONS ASSOCIATED WITH THE PLATFORM OR YOUR USE THEREOF. YOUR SOLE REMEDY AGAINST THE COMPANY FOR DISSATISFACTION WITH THE PLATFORM OR THE CONTENT IS TO CEASE YOUR USE OF THE PLATFORM AND/OR THE CONTENT. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. YOU MAY HAVE OTHER RIGHTS, WHICH VARY BY JURISDICTION. WHEN THE IMPLIED WARRANTIES ARE NOT ALLOWED TO BE EXCLUDED IN THEIR ENTIRETY, YOU AGREE THAT THEY WILL BE LIMITED TO THE GREATEST EXTENT AND SHORTEST DURATION PERMITTED BY LAW.
UNDER NO CIRCUMSTANCES SHALL THE COMPANY OR ANY OF ITS THIRD-PARTY LICENSORS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, LOSS OF INFORMATION OR PROGRAMS ON YOUR DATA HANDLING SYSTEM, TRANSACTION LOSSES, OPPORTUNITY COSTS, INTERRUPTION OF BUSINESS OR COSTS OF PROCURING SUBSTITUTE GOODS) RESULTING FROM, ARISING OUT OF OR IN ANY WAY RELATING TO THE PLATFORM, OR THE DATA, CONTENT OR INFORMATION ACCESSED VIA THE PLATFORM OR ANY HYPERLINKED WEBSITE, OR ANY DISRUPTION OR DELAY IN THE PERFORMANCE OF THE PLATFORM, REGARDLESS OF THE FORM OF THE CLAIM OR ACTION, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, STATUTE OR OTHERWISE, AND REGARDLESS OF WHETHER OR NOT SUCH DAMAGES WERE FORESEEN, UNFORESEEN OR FORESEEABLE, EVEN IF THE COMPANY OR ITS THIRD-PARTY LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
BY ACCESSING THE PLATFORM SUBJECT TO THESE TERMS, YOU UNDERSTAND THAT YOU ARE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA AND ANY SIMILAR LAW OF ANY STATE, COUNTRY OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST MATERIALLY AFFECT HIS OR HER SETTLEMENT WITH THE DEBTOR.”
You agree to defend, indemnify and hold harmless the Company and its affiliates, licensors and service providers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to (i) your violation of these Terms; (ii) your violation, infringement, or misappropriation of the rights of any Company or any third party, including without limitation, any such party’s intellectual property, proprietary, or privacy rights; or (iii) your use of the Platform, including, but not limited to, any use of the Content, services, or products other than as expressly authorized in these Terms or your use of any information obtained from the Platform.
Yes. In its sole discretion, the Company may terminate or suspend your access to the Platform for breach of these Terms. The Company shall not be liable for any losses or damages arising from any such termination of service.
At its sole discretion, unless otherwise stated in any Client Contracts, the Company may require you to submit any disputes arising from use of the Platform, or breach of these Terms, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Virginia law. By using the Platform, you hereby consent to submission of any dispute to be final and binding arbitration.
Any cause of action or claim you may have arising out of or relating to these Terms or the Platform must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred.
The Company may update or change these Terms from time to time in order to reflect changes in any offered services, changes in the law, or for other reasons as deemed necessary by the Company. The effective date of any Terms will be reflected in the “Last Revised” entry at the top of these Terms. Your continued use of the Platform after any such change is communicated shall constitute your consent to such change(s).
These Terms are governed by the laws of the Commonwealth of Virginia, U.S.A. You hereby irrevocably consent to the exclusive jurisdiction and venue of the courts in Alexandria, Virginia U.S.A. in all disputes arising out of or relating to the use of the Platform.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and the Company as a result of these Terms or use of the Platform. You may not assign these Terms without the prior written consent of the Company in all instances. The Company may assign these Terms, in whole or in part, at any time. The Company’s performance of these Terms is subject to existing laws and legal process, and nothing contained in these Terms is in derogation of the Company’s right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the Platform or information provided to or gathered by the Company with respect to such use.
If any part of these Terms are determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of these Terms shall continue in effect.