By accessing or otherwise using the Site, you agree to be bound by these Terms. These Terms may change from time to time in Convergint’s sole discretion, and your use of the Site after such changes shall constitute your agreement to abide by the Terms as changed. If you do not agree to the Terms, you may not access or use the Site.
- 1.1 Internal Business Use Only; Copyright. Unless otherwise specified, the Site is only for you and/or your authorized agents’ use. By accessing the Site, you acknowledge and confirm you are authorized to use and access the Site. The Site design, text and graphics, and the selection and arrangement of such elements are copyrighted and protected by worldwide copyright laws and treaty provisions. Unless otherwise indicated, all product and service marks and logos displayed on the Site are subject to the trademark rights of Convergint, its affiliates, or its business partners. You shall not: (a) remove or destroy any proprietary rights marks or legends on or in the Site; (b) modify, enhance, adapt, translate, or create derivative works of the Site; (c) republish, post, transmit, transfer, distribute, assign, sublicense, rent, lease or sell the Site; (d) decompile, disassemble or reverse engineer the Site in order to build a competitive product or service, build a product using similar ideas, features, functions or graphics of the Site, or copy any ideas, features, functions or graphics of the Site; (e) reproduce or make copies of the Site; (f) “frame” or “mirror” the Site on any other server or Internet-based device; and/or (g) access, view, download, print, use and/or display the Site for any commercial or other money-making purpose; (h) use any data mining, robots, or similar data gathering and extraction tools; or (i) use any meta tags or any other “hidden text” utilizing Convergint’s name or trademarks without our express written consent. Except as expressly provided herein, Convergint does not grant you any express or implied right under any patents, copyrights, trademarks or trade secret information. You may download and print copies of pages of the Site for internal use only.
- 1.2 Access. You acknowledge and warrant that you will be bound by these Terms. If you have been issued a user ID and password for the purpose of gaining access to and use of the Site (collectively the “Password”), then you agree that you will be held liable for the use of and access to the Site by any individual using your Password (including your subcontractors, agents, employees or otherwise).
- 1.3 Password Security. If you have been issued a user ID and password, you assume responsibility for the activities associated with your Password, as well as for the security of the Password. A Password may be cancelled or suspended by Convergint at any time for any reason. You are responsible for any unauthorized use of the Site under your Password. Your account is solely for you, and you are solely and exclusively responsible for any unauthorized transfer or use of any Password to any third party. Convergint and its representatives have the right to monitor information queries, and other information pertaining to you, your online account, and your use of this Site. You agree to (a) notify Convergint immediately of any unauthorized use of a Password or any other breach of security and (b) ensure that you exit from your account at the end of each session. Convergint is not liable for any loss or damage arising from your failure to comply with this Section. Convergint will reset a Password only in accordance with then-current and applicable security procedures.
2. USER CONTENT.
- 2.1 Pursuant to these Terms, some users may submit text, data, information, and other content through the Site (individually and collectively, “Content“). Convergint will have the right (but not the obligation) in its sole discretion to pre-screen, refuse or remove any Content that is available through the Site. You are solely responsible for Content you submit and the consequences of submitting it. By submitting any Content, you affirm, represent, and/or warrant that (a) you own or have the necessary licenses, rights, consents, and permissions to use and authorize Convergint to use all rights in and to any Content in the manner contemplated by the Site and these Terms; and (b) the Content does not and will not interfere with, infringing upon, violate, or misappropriate any intellectual property or other proprietary rights owned or possessed by any third party. You further agree and consent to your Content being transferred to and processed in the United States. You are solely responsible for any use or reliance on the Content, and must bear all risks associated with the Content, including on its accuracy, completeness, or usefulness. We do not want to receive any confidential or proprietary information from you through this Site or by email. Unless otherwise agreed in writing by an authorized Convergint employee, any material, information or idea you transmit to Convergint or the Site by any means may be disseminated or used by Convergint without compensation or liability to you for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products.
- 2.2 You may see or read things that you do not like or agree with on our Site. You understand that by using our Site, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will we be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, transmitted or otherwise made available through our Site. You acknowledge that we do not have any obligation to pre-screen Content, although we reserve the right, in our sole discretion, to refuse, move, or delete any Content.
- 2.3 You will not submit Content that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you own such rights or have permission from their rightful owner to post the material and to grant Convergint all of the license rights granted herein.
- 2.4 You retain any ownership rights you have in the Content you submit. However, by submitting any Content to the Site, you grant to Convergint, its successors and assigns, a worldwide, non-exclusive, royalty-free, sublicensable and transferable license to use the Content as anticipated by these Terms.
- 2.5 Further, you agree not to use this Site to:
- 2.5.1 Upload, post, email or otherwise transmit any Content that is unlawful, false, misleading, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable (in Convergint’s discretion) or any Content that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law;
- 2.5.2 Harm minors in any way;
- 2.5.3 Upload, post, email or otherwise transmit any Content that you do not have a right to upload, post, email or otherwise transmit under any law or under contractual or fiduciary relationships (such as insider information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
- 2.5.4 Upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” unsolicited mass mailings, “spam,” “chain letters,” “pyramid schemes,” or any other form of commercial solicitation;
- 2.5.5 Upload, post, email or otherwise transmit any Content that contains viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- 2.5.6 Interfere with or disrupt this Site or servers or networks connected to this Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site;
- 2.5.7 Intentionally or unintentionally violate any applicable local, state, provincial, national or international law, including, but not limited to, any regulations having the force of law;
- 2.5.8 “Stalk” or otherwise harass another user of this Site;
- 2.5.9 Collect or store personal data or attempt to collect or store personal data about other users of the Site;
- 2.5.10 Solicit passwords or personal identifying information for commercial or unlawful purposes from other users; or
- 2.5.11 Assist or permit any person to engage in any of the activities described above.
3. DIGITAL MILLENNIUM COPYRIGHT NOTICES
- 3.1 Notices and demands made pursuant to the Digital Millennium Copyright Act, 17 U.S.C. 512(c), should be submitted to:
4. LICENSE AND RIGHTS.
- 4.1 License. Convergint grants you, and you accept from Convergint, a personal, revocable, non-exclusive and non-transferable license to access and use the Site solely for your internal business use and not for redistribution, remarketing, operation for a third party or any other use.
- 4.2 Title. Convergint reserves all rights not expressly granted to you hereunder. You understand that the license granted herein transfers neither title nor any proprietary intellectual property rights to you with respect to the Site or any Content.
- 5.1 Use of Your Data. Convergint may use data obtained from your access and use of the Site only in the aggregate. You acknowledge that such aggregate data is not personally identifiable information.
6. THIRD PARTY INFORMATION.
- 6.1 Please be aware that when you are on the Site, you could be directed to other sites that are beyond Convergint’s control. Convergint is not responsible for the content of any linked site or any link contained in a linked site owned or controlled by a third party. Convergint reserves the right to terminate any link or linking program at any time. Convergint provides such links only as a convenience to you. Convergint has not endorsed, tested or verified any information, programs, companies, or products on sites to which it links. If you decide to access any third party sites linked to this Site and/or provide any personally identifiable information to such, you do so subject to the terms and policies applicable to those sites and entirely at your own risk.
- 6.2 Convergint may provide you information from third parties as part of this Site. Unless expressly stated, Convergint does not represent, endorse or guarantee the accuracy, completeness, timeliness, reliability or suitability of any information provided by third-parties. You agree that Convergint is not responsible for third party information accessible through this Site, including opinions, advice, statements and advertisements, and that you use such information at your own risk.
- 7.1 Disclaimer. CONVERGINT PROVIDES YOU ACCESS TO THE SITE ON AN “AS IS” BASIS. CONVERGINT EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS, STATUTORY OR OTHERWISE, RELATED TO THE SITE, WHETHER EXPRESSED OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS, STATUTORY OR OTHERWISE OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, DATA INTEGRITY, AND FITNESS FOR A PARTICULAR PURPOSE. CONVERGINT DOES NOT WARRANT THAT THE SITE WILL BE ERROR FREE OR THAT ALL ERRORS WILL BE CORRECTED.
8. LIMITATIONS OF LIABILITY.
- 8.1 Exclusion. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CONVERGINT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR: LOSS OF PROFITS, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY (INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, NEGLIGENCE, AND ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SITE, EVEN IF CONVERGINT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.
- 8.2 Limitation. NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF CONVERGINT UNDER ANY PROVISION OF THIS AGREEMENT, AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING, WILL BE LIMITED TO FIFTY U.S. DOLLARS ($50).
- 8.3 Your Use. ALL RISK ASSOCIATED WITH USING THE SITE REMAINS SOLELY WITH YOU. THE SITE IS NOT DESIGNED OR INTENDED AS A SUBSTITUTE FOR YOUR OWN INDEPENDENT ANALYSIS.
- 9.1 You agree to defend, indemnify and hold Convergint, it successors and assigns, harmless from and against any and all claims, liabilities, demands, penalties, forfeitures, suits, judgments and the associated costs and expenses (including attorney’s fees), which Convergint, its successors and assigns, may hereafter incur, become responsible for or pay out arising out of your use of the Site, Convergint’s use of the Content you submit, or your breach of any term or provision of this Agreement.
10. TERM AND TERMINATION.
- 10.1 Term. These Terms shall govern your use of the Site for so long as you access the Site.
- 10.2 Breach. If you breach any provision of these Terms and fail to cure such breach within 30 days of receipt of notice of the breach, Convergint may immediately terminate your access to the Site.
- 10.3 Survival of Certain Obligations. Obligations and rights in connection with these Terms which by their nature would continue beyond the termination of these Terms survive termination of these Terms.
- 11.1 Assignment. You may not assign, sublicense or otherwise transfer your rights, duties or obligations under these Terms, in whole or in part.
- 11.2 Amendments. No provision of these Terms may be amended or modified except by a written document signed by duly authorized representatives of both parties.
- 11.3 Territory. Convergint operates this Site from within the United States. Convergint makes no representation that Content on this site is legal or appropriate for use from outside the United States. Please keep in mind that this Site may not conform with the laws of your country. If you access this Site from outside the United States, you do so at your own risk. You may not use the Site in violation of United States export laws and regulations.
- 11.4 Jurisdiction. Your access and use of the Site is governed by and interpreted according to the laws of the State of Illinois, without regard to conflicts of law principles. Convergint and you agree that all disputes and litigation regarding these Terms, the Site, and matters connected with performance or relating to the use of the Site shall be subject to, and they each consent to jurisdiction and venue in, the state and federal courts sitting in Illinois. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provision of these terms and conditions, including without limitation this section.
- 11.5 Equitable Relief. You recognize and acknowledge that a breach of any of your obligations under these Terms will cause Convergint irreparable damage, which cannot be readily remedied by monetary damages in an action at law. Accordingly, in the event of any default or breach by you, including any action by you that could cause some loss or dilution of our goodwill, reputation, or rights in the Site, Convergint shall be entitled to an immediate injunction in addition to any other remedies available, to stop or prevent such irreparable harm, loss, or dilution.
- 11.6 Excusable Delays. Neither party incurs liability to the other party on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms, excluding payment obligations, where such failure is caused in whole or in part by events, occurrences, or causes beyond the reasonable control of the party.
- 11.7 Waiver. No failure to enforce any of these Terms shall be construed as a waiver of such rights. Further, a waiver by either party of a default in one or more instances shall not be construed as a continuing waiver or as a waiver in other instances.
- 11.8 Right to Modify. Convergint may modify this Site at any time, and continuing to use the Site constitutes your agreement to such modifications. We may also, in our sole discretion and at any time, with or without notice, discontinue this Site or any portion of it, restrict the time the Site is available, or restrict the amount of use permitted. We may interrupt the operation of the Site, any portion of the Site, or any service, product or feature available on the Site, as necessary to perform routine or non-routine maintenance, error correction, or other changes.
- 11.9 Unsolicited Submissions. Convergint welcomes your feedback and comments on the Site and on our products. But, we do not seek to solicit any Content that you do not have a right to upload, post, email or otherwise transmit under any law or under contractual or fiduciary relationships (such as insider information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements) (collectively “Unsolicited Submissions”). By uploading, placing or posting Unsolicited Submissions through this Site, you grant Convergint a perpetual, irrevocable, world-wide, royalty-free, non-exclusive and fully sublicensable license to use, distribute, reproduce, modify, adapt, translate, publicly perform, publicly display, and create derivative works from the Unsolicited Submissions (in whole or in part) and to incorporate such Unsolicited Submissions into other works in any format or medium now known or later developed, for any purpose associated with the Site, without liability.
- 11.10 Statute of Limitations. Except for claims for indemnification, neither party may commence an action under these Terms more than two (2) years after the expiration of its term, or, in the event of a breach, more than two (2) years after the occurrence of the breach, or, in the event the breach is not discovered by the injured party when it has occurred, more than two (2) years after the breach could, in the exercise of due diligence, have been discovered by such party.