Terms and Conditions of Service

 

Please read these Terms and Conditions of Service (collectively with CG SQUARED Inc.’s Privacy Policy and Cookie Policy (collectively the "Terms of Service") fully and carefully before using www.cqsquared.com (the "Site") and the services, features, content or any Applications, including CG Squared’s iTPM License (hereinafter collectively the “Services”) offered by CG Squared, Inc., (also reflected as CG2), or any of its parent company(s), subsidiaries, or affiliate entities (the “CG Squared Group Companies”), (also “we,” “us,” or “our”) (together with the Site, collectively the foregoing are the “Services”) and You, as the User (“you”, “your”, User”) agree to abide by these Terms of Service. These Terms of Service set forth the legally binding terms and conditions for your use of the Site and Services. Additional or separate terms may apply to your contractual agreements formally entered into with CG Squared, or participation in any part of its business purposes for this Site. To the extent that the provisions of any additional terms conflict with these Terms of Service, the provisions of the additional terms as applicable to the particular contractual agreements you enter into with CG Squared shall prevail in the order of priority set forth in those agreements; otherwise, these Terms of Service will govern to supplement those agreements where they are silent on such matters. These Terms of Service will prevail to the extent they are used solely for the application and use of the Site.

 

By using, downloading, submitting information, contracting with CG Squared, and becoming a User or accessing the Services, you acknowledge that you: have read and understood the Terms of Service and agree to be legally bound by the Terms of Service. If you do not agree to these Terms of Service, please do not access or use any of part of this Site. You should review these Terms of Service periodically as CG Squared may revise them in its own discretion from time to time, and your use afterwards signifies your acceptance of and assent to the changed terms. You are deemed to have accepted these Terms of Service each time you access the Site and Services, and utilize any of the applications, submission options, or browse the information disclosed on and contained within the Site.

 

Prices and terms of purchase of any transaction you enter into with CG Squared for any of its Services, which includes but is not limited to particular services and platforms offered by CG Squared either under a contractual agreement and/or shown on this Site are subject to change. Prices shown generally refer to the software license offering and do not include any other collateral charges a User may request after entering into a contractual agreement or statement of work with us. Any features added to a transaction must be by separate request by the party pursuant to a separate written agreement in addition to the documentation needed to tailor any additional service offerings.

 

Acceptance of Terms of Service

 

BINDING CONTRACT. BY REGISTERING FOR AND/OR USING THE SITE AND SERVICES IN ANY MANNER, INCLUDING, BUT NOT LIMITED TO, VISITING OR BROWSING THE SITE AND/OR ITS APPLICATIONS, REGISTERING FOR AND PAYING FOR ANY CG SQUARED OR PROFESSIONAL SERVICES, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE AND ALL OTHER TERMS AND CONDITIONS, OPERATING RULES, POLICIES, AND PROCEDURES THAT MAY BE PUBLISHED FROM TIME TO TIME THROUGH THE SERVICES BY CG SQUARED OR OTHERWISE PROVIDED TO YOU BY CG SQUARED IN CONNECTION WITH THE SERVICES, EACH OF WHICH IS INCORPORATED BY REFERENCE INTO THESE TERMS OF SERVICE. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO DO SO.

 

IN ADDITION TO THE FOREGOING, SOME OF THE SERVICES MAY BE SUBJECT TO ADDITIONAL CONDITIONS EITHER POSTED ON THE SITE OR PROVIDED BY LINKS TO THIRD PARTIES’ WEBSITES OR APPLICATIONS THAT ARE NOT OWNED OR CONTROLLED BY CG SQUARED, WHICH INCLUDES BUT IS NOT LIMITED TO NETSUITE. CG SQUARED HAS NO CONTROL OVER, AND ASSUMES NO RESPONSIBILITY FOR, LINKS, CONTENT, PRIVACY POLICIES, OR PRACTICES OF ANY THIRD-PARTY APPLICATIONS, CONTENT, OR WEBSITES. IN ADDITION, CG SQUARED WILL NOT AND CANNOT CENSOR OR EDIT THE CONTENT OF ANY THIRD-PARTY SITE. BY USING THE SITE AND ANY SERVICES MADE AVAILABLE FOR YOUR USE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU ACCESS THIRD-PARTY CONTENT OR WEBSITES AT YOUR OWN RISK, SUBJECT TO THIRD PARTY TERMS AND CONDITIONS; ALSO, CG SQUARED SHALL NOT BE RESPONSIBLE FOR ANY DAMAGES, CLAIMS OR OTHER LIABILITY ARISING FROM, CONNECTED TO, OR RELATED TO YOUR USE OF ANY THIRD-PARTY WEBSITE.

 

IN ADDITION, TO THE EXTENT CG SQUARED USES SOCIAL MEDIA SERVICES, INCLUDING BUT NOT LIMITED TO FACEBOOK, TWITTER, INSTAGRAM, TIK-TOK, AND OTHER SOCIAL MEDIA PLATFORMS TO ASSIST WITH MARKETING, ADVERTISING, OR PROVIDING SERVICES ON THIS WEBSITE, YOU ARE SUBJECT TO THE THIRD-PARTY SOCIAL MEDIA PLATFORM’S OWN TERMS AND CONDITIONS FOUND AT EACH OF THOSE WEBSITES. IF YOU DO NOT AGREE TO ANY THIRD-PARTY TERMS AND CONDITIONS RELATED TO THIS SITE AND ANY SERVICES RELATED THERETO, OUR PRIVACY POLICY OR ANY OF THE PROVISIONS HEREOF, PLEASE DO NOT USE THE SERVICES MADE AVAILABLE ON THIS SITE. IN THE EVENT OF AN INCONSISTENCY BETWEEN ANY OF THE TERMS AND CONDITIONS AND ANY THIRD-PARTY TERMS AND CONDITIONS, THE PROVISION OF THE THIRD-PARTY TERMS AND CONDITIONS WILL PREVAIL FOR THOSE THIRD-PARTY PURPOSES ONLY.

 

IF YOU DO NOT ACCEPT AND AGREE TO ALL THE TERMS AND CONDITIONS OF THIS SITE, YOU CANNOT DOWNLOAD ANY REQUIRED APPLICATION AND YOU CANNOT ACCESS AND USE THE SITE AND SERVICES PROVIDED. THE SERVICES ARE ONLY AVAILABLE THROUGH THIS SITE. IT IS AN EXPRESS CONDITION FOR EVERY USER TO AGREE TO ALL THE TERMS AND CONDITIONS OF THE SITE, TO THE EXCLUSION OF ALL OTHER TERMS AND CONDITIONS, EXPRESS OR IMPLIED.

 

 

Applicability. These Terms of Service apply to all Users of the Site and Services, including, without limitation, users who seek CG Squared, or other available Services available, whether unregistered, registered, or otherwise. This Site may contain links to third party sites. Access to any other Internet site linked to this Site is at the User's own risk. CG Squared is not responsible for the accuracy or reliability of any information, data, opinions, advice or statements made on these sites, which includes but is not limited to any disclosures registrants make in their profiles about their home. CG Squared is merely providing You as the User, a limited license to use the Site and Services and provides this Site and any third-party links merely as a convenience and the inclusion of such links and a User’s own contractual arrangement(s) with CG Squared does not imply an endorsement of the same by CG Squared.

 

Eligibility

 

Eligibility Requirements. You represent and warrant that you are at least eighteen (18) years of age and that you have the right, authority, and capacity to enter into, perform your obligations under, and abide by these Terms of Service. If you are under the age of 18, you may not, under any circumstances or for any reason, use the Services. We may, in our sole discretion, refuse to offer the Services to any person or entity and change its eligibility criteria at any time. You are solely responsible for ensuring that these Terms of Service are in compliance with all laws, rules, and regulations applicable to you. The right to access the Services is revoked where use of the Services is prohibited or to the extent offering, sale or provision of the Services conflicts with any applicable law, rule, or regulation. Further, unless otherwise mutually agreed in writing, the Services are offered only for your use and not for the use or benefit of any third party; and in any event, each person receiving the benefit of the Services must agree to and abide by these Terms of Service as a condition to our obligations.

 

Non-U.S. Users. The Services are controlled and offered by us from our facilities in the United States of America. We make no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other jurisdictions do so at their own volition and are responsible for compliance with local law. By providing information in connection with the Services, you consent to the transfer of your information to, and storage of your information in, the United States, the laws of which may not be as stringent as the laws of the country in which you reside.

 

CG Squared Business

 

Our Services. The Services include online platforms on which people or entities that wish (and have the right) to utilize the CG Squared iTPM licensed software tool available through the use of Oracle’s NetSuite integration that improves the application of trade promotion management data and information for the lifecycle management of trade funds inside NetSuite, to improve customer and product reach, and sales and promotions.

 

 

Act Accordingly. You understand and agree that you need to exercise good judgment and common sense; conduct all necessary, appropriate, and prudent inquiries, investigations, research, and due diligence; and take all necessary precautions when using software. For purposes of these Terms of Service, the term “Services” includes, without limitation, the CG Squared iTPM License software tool, related professional services and customizations that may be available for contracting directly with us, and information, data, text, inquiries, photographs, videos, virtual tours, audio clips, written posts, reviews, feedback, pricing information, comments, software, scripts, disclosure statements, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Site and Services by any User.

 

Limited License Grant

 

Limited License. Subject to these Terms of Service, CG Squared grants each User of the Site a limited, personal, revocable, non-exclusive, non-sublicensable, and non-transferable license to access and use the Site for display locally. Any reproduction, modification, distribution, storage, or other use of the Site and Services, or any content therein for any other purpose, is expressly prohibited without prior written permission from CG Squared. By virtue of using the Site, it does not grant any rights to use, own, or test the iTPM license referenced herein without a contractual right to do so from CG Squared expressed in writing.

 

The Services may be utilized by directly contracting with us. This license granted for the Site is void where prohibited by law, and any violation of using the Site and Services may establish your license as void and, if necessary to give effect to the foregoing, revoked in such jurisdictions, provided that, notwithstanding the foregoing, all disclaimers and limitations in these Terms of Service in favor of CG Squared shall in all cases apply. You may not modify, publish, transmit, participate in the transfer, rental or sale of, reproduce (except as provided herein), create derivative works based on, distribute, perform, display, or in any way exploit, the Site and Services in whole or in part. You may not utilize the Services in any way other than as expressly provided in the directions on the Site. Copying, retention or storing of anything for other than the commercial use as permitted in these Terms of Service is expressly prohibited without prior written permission from CG Squared, or from the copyright or trademark holder identified in any such notice from CG Squared.

 

Restrictions. Any use of the site not specifically permitted under this agreement is strictly prohibited. You agree that you will not: (i) use the site to reproduce, transmit, display or distribute copyrighted material in any medium or via any method without CG Squared’s express written permission; (ii) copy, store, edit, change, prepare any derivative work of or alter in any way any of the content provided on this site; (iii) use our site in any way that violates the terms of any agreement entered into with us; or (iv) to commit any violation of any applicable law. The Site is owned by CG Squared and is protected by United States Copyright laws and provisions. You will not sublicense, assign, or transfer the license granted to you under this Site. Any attempt to sublicense, assign, or transfer any of the rights, duties, or obligations in violation of the provisions of this Site is void.

Other restrictions

You agree that if you engage us through this Site you will not: (a) impersonate any person or entity or misrepresent your affiliation with any other person or entity; (b) engage in spamming, flooding, harvesting of e-mail addresses or other personal information, spidering, screen scraping, database scraping, or any other activity with the purpose of obtaining lists of users or any other information, including specifically, property listings available through the site; (c) send chain letters or pyramid schemes via the site; or (d) attempt to gain unauthorized access to other computer systems through the site. You agree that you will not use the site in any manner that could damage, disable, overburden, or impair the site or interfere with any other party's use and enjoyment of the site.

RIGHT TO MODIFY, SUSPEND OR TERMINATE. From time to time, CG Squared may, in its sole discretion, change, modify, suspend or discontinue the Site, its Services, and/or any other written contractual agreement with CG Squared at any time, including for downtime, service repair, the availability of any feature, service, or content, or amend or terminate the Terms of Service at any time without notice and without liability to the Company. CG Squared may also impose limits on certain features or restrict access to any one or more components or parts of the Site and Services, without prior notice or any liability whatsoever. From time to time, we may in our sole discretion, modify, these Terms of Service, and the Privacy Policy, indicated by a new version number and revision date located on this Site. The version number can include a major number, a decimal point, and a minor number, or be as simple as a date referencing the last update. Examples of significant changes include but are not limited to additional provisions that reflect new Site functionality, significant modifications to existing provisions, changes in CG Squared protocols, changes in applicable laws or regulations, and more significant changes to Site functionality that cause provisions to be modified, added, or removed. Examples of less significant changes include but are not limited to additional provisions that clarify current Site functionality, minor modifications to existing provisions, and less significant changes to Site functionality that cause provisions to be modified, added, or removed. Your use of this Site indicates your acceptance of the latest version of these Terms of Service. No waiver of any provision in these Terms of Service shall be effective unless made in writing signed by CG Squared and shall not prevent any subsequent enforcement of these Terms of Service.

 

ACCESS AND USES. You hereby agree and acknowledge that in accessing CG Squared’s Site, you agree to use the Site and Services only for lawful purposes and to follow all applicable laws and regulations of the United States and any state in which you reside that are in effect and that may be in effect in the future when using the Site and Services. While using the Site and Services, you will not:

 

  • Use any Service or the Site for the purpose of or in any manner that violates any local, state, federal or foreign law or regulation, third party rights, including intellectual property rights, or CG Squared policies;
  • Be libelous, defamatory, harmful, harassing, threatening, misleading, or discriminatory;
  • Affect CG Squared adversely or reflect negatively on the Site, CG Squared, our goodwill, name or reputation or any third party;
  • Take any action to circumvent, compromise or defeat any security measures implemented in the Site and Services including to gain unauthorized access to any Site and Services, accounts, names, and passwords, personally identifiable information, or other computers, websites or pages, connected or linked to the Site and Services in any manner which violates or is inconsistent with these Terms of Service; and
  • Disrupt, impair, alter or interfere with the use, features, functions, operation or maintenance of the Site and Services, or the rights or use of the Site and Services by any other third party person or entity (“Person”), or collect, obtain, transmit, reproduce, delete, revise, display any material or information, whether personally identifiable or not, concerning any other Person, unless you have obtained the express, prior permission of such other Person.

 

Rules of Conduct

 

No Prohibited Use. As a condition of use, you shall not use the Site or any Services offerings marketed for availability for any purpose that is prohibited by these Terms of Service. You are responsible for all of your activity in connection with the Services.

 

Our Additional Rights. We also reserve the right, without any obligation, to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request; (ii) enforce these Terms of Service, including investigation of potential violations of Service offerings; (iii) detect, prevent, or otherwise address fraud, security or technical issues with our Service offerings; (iv) respond to user support or other contact requests; (v) fulfill any requests for services or otherwise submitted into the Site; or (vi) protect the rights, property or safety of us, our users, and the public.

 

FRAUD PROTECTION. You must protect your use of the Services you contract with CG Squared for and the platforms you use. You must protect your account from unauthorized and fraudulent use, and safeguard your personal information, pass codes, usernames, and the like. You must immediately notify CG SQUARED of any fraudulent use of your account by emailing feedback@cgsquared.com. We also reserve the right, without any obligation, to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request; (ii) enforce these Terms of Service, including investigation of potential violations hereof; (iii) detect, prevent, or otherwise address fraud, security or technical issues; (iv) respond to user support requests; (v) fulfill any requests for services or otherwise submitted into the Site; or (vi) protect the rights, property or safety of us, our users, and the public.

 

Intellectual Property Rights. You acknowledge and agree that you have no right, title, or interest in or to the Site and Services or any Content provided in connection with the Services is transferred or otherwise granted to you under these Terms of Service. All right, title, or interest in or to the Services and the Content provided in connection with the Services are reserved by us. Any use of the Services not expressly permitted by these Terms of Service or a written contractual agreement with CG Squared is a breach of these Terms of Service and may violate copyright, trademark, or other laws.

 

The names, logos, product and service names, designs, slogans, and other trademarks associated with the Site and Services are ours and those of our licensors. You must not use any of the foregoing without our prior written permission. All other names, logos, product and service names, designs, slogans, and other trademarks used in connection with the Site and Services are the trademarks of their respective owners.

 

Your Representations And Warranties.

 

By accessing the Site and utilizing the Services, you covenant, represent, warrant, and certify:

 

  1. a) You are an individual of full legal age and have full capacity in your jurisdiction of residence, location or domicile to form a binding and enforceable contract.
  2. b) You will not access the Site and Services representing yourself as a third party, and you take full personal responsibility and will be fully and personally liable for your selection and use of the Services and the Site;
  3. c) You understand and agree CG Squared does not independently verify or review the information transmitted through the Site and Services for accuracy and completeness, or offer any opinions of the same;
  4. e) CG Squared is not providing materials to you for the purpose of providing you legal advice and you as the User should not rely on the materials on the Site in deciding on the course of action you want to take.
  5. g) You shall be exclusively responsible for obtaining and maintaining any equipment or ancillary services needed to connect to, access, receive or use the Site and Services, including, without limitation, hardware devices, software, and other Internet, wireless, broadband, phone or other mobile communication device connection services;
  6. h) You shall be exclusively responsible for ensuring that such equipment or ancillary services are compatible with the Site and Services and you shall be responsible for all charges incurred in connection with use of the Site and Services;
  7. h) You are responsible for all of your activity in connection with the use of Services;
  8. i) You agree to fully comply with all applicable local, provincial, state, national, territorial, and foreign laws, treaties and regulations in connection with the Services and with any acceptable use policy the CG Squared may publish from time to time, which include but are not limited to these Terms of Service and the Privacy Policy;
  9. j) Any fraudulent, vulgar, offensive, harassing, objectionable, abusive, tortuous, criminal or otherwise illegal activity will be grounds for immediate suspension or termination by CG Squared and/or access to the Site and Services, without notice or liability of any kind to you;
  10. k) Without limitation, you will not post or transmit, or cause to be posted or transmitted, any Trojan Horse, malicious code, virus, malware, or whether any, message, communication or solicitation or other “phishing”, “pharming” or “whaling” message designed or intended to cause harm to the Site and Services, disrupt the operation of the Site and Services, or to obtain passwords and account information (as applicable), personal information, confidential information or private information from any User of the Services or any other third party whatsoever;
  11. l) Any decision with regard to the appropriateness of treatment, or the validity or reliability of information, is solely your responsibility;
  12. m) You acknowledge and agree that CG Squared has the right to report any and all suspicious or illegal activity to the appropriate legal or police authorities without notice to you; and
  13. n) CG Squared does not promote, recommend or condone use of the Services in any way that would cause or where there is risk of accident, personal injury, illness, damage to health, or death. You agree not to use the Site and Services to condone or advance such activities, and warrant, represent and certify that you will not do so.

 

Warranty Disclaimer

 

No Fiduciary Duty. Unless we have signed a state-mandated written agreement with you that states otherwise, we have no special relationship with or fiduciary duty to you. You acknowledge that we have no duty to take any action regarding: how you may interpret or use the Site and any contracted Services. You have the right to exercise your discretion and own independent judgment to utilize the services of a third-party professional to assist with documentation or any other matters with the Site and Services you choose to contract for with CG Squared if you choose to do so. CG Squared is not a broker, dealer, attorney, or any other form of fiduciary or professional that represents any buyer or seller in any transaction on the Site; moreover, CG Squared is not affiliated as a party to any such transaction on the Site.

 

No Responsibility. You acknowledge that we do not assume any responsibility or liability or make any warranties or guarantees that any Content you access on or through the Site is or will continue to be accurate, safe, or legal. All Content and information is subject to errors, omissions, changes in price, and changes in technology and market conditions. No representation, warranty, covenant, or guarantee is made as to the accuracy of any description of information on this Site. All information should be confirmed by you.

 

DISCLAIMER. THE SERVICES AND CONTENT ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE, AND OUR DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS, AND CONTENT PROVIDERS DO NOT WARRANT THAT (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK.

 

Additional Disclaimers. We make no representations concerning any information or content contained in or accessed through the Services and on the Site, and CG Squared will not be responsible or liable for the accuracy, copyright compliance, or legality of material or content contained in or accessed through the Site and Services or for any actions you may take in reliance on and as a result of viewing the Site and applying the Services. If any sample or other contractual agreements or related transactional documents are provided or otherwise obtained through the Site or Services, CG Squared does not warrant that such terms will sufficiently cover the relationship sought to develop by entering into such terms, nor does CG Squared represent, warrant, or guarantee that such terms are legal, binding, adequate, complete or in any way appropriate for your intended purposes. It is the user’s responsibility to consult with independent legal counsel prior to entering into any written contract or agreement with CG Squared. This Site supplements matters that may not otherwise be set forth in a mutually agreeable and definitive contractual agreement for licenses, services, and software.

 

Advertisements and Third-Party Mentions. CG Squared or its business partners may present advertisements or promotional materials or names of third parties on or through the Site. Your dealings with, or participation in promotions of, any third-party advertisers or the use of a third party’s service offering on or through the Site are solely between you and such third-party advertiser and your participation is subject to the terms and conditions associated with that advertiser and its advertisement or promotion. You agree that CG Squared is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third-party advertiser and its materials.

 

Indemnification. YOU SHALL INDEMNIFY, DEFEND AND FOREVER HOLD CG SQUARED, AND ITS LICENSORS, SUPPLIERS, CONTRACTORS, AFFILIATES, MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS AND AGENTS, PARENT COMPANY, SUBSIDIARIES, AFFILIATES, AND JOINT VENTURES (COLLECTIVELY THE “COMPANY INDEMNITEES”) HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, PROCEEDINGS, COSTS, DAMAGES, LOSSES, LIABILITIES, SUITS AND EXPENSES (INCLUDING LAWYERS’ FEES AND COSTS) OF ANY NATURE ARISING OUT OF OR IN CONNECTION WITH YOUR UNAUTHORIZED USE OF OR ACCESS TO THE SITE, SERVICES, OR TO THE CONTENT, OR ANY ERROR OR MISTAKE ASSOCIATED WITH ANY DETAILS RELATED TO ANY  INFORMATION YOU SUBMIT TO THE SITE; ANY THIRD PARTY CLAIMS ARISING OUT OF OR RELATED TO ANY OF THE FOREGOING; ANY BREACH OF THESE TERMS AND CONDITIONS BY YOU; YOUR USE OR MISUSE OR INFRINGEMENT BY YOU OF, OR IMPROPER ACCESS TO, THE SITE, SERVICES, AN iTPM LICENSE, CG SQUARED PROPERTY, CONTENT, OR OTHERWISE; OR BREACH OF ANY CONTRACT, OR OTHER AGREEMENT YOU ENTER INTO WITH CG SQUARED. WE RESERVE THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, IN WHICH EVENT YOU WILL ASSIST AND COOPERATE WITH US IN ASSERTING ANY AVAILABLE DEFENSES. THE FOREGOING SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF YOUR USE OF THE SERVICES, HOWSOEVER CAUSED.

 

Limitation of Liability

 

NEITHER CG SQUARED, OR ITS LICENSORS, SUPPLIERS, CONTRACTORS, AFFILIATES, MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS AND AGENTS, PARENT COMPANY, SUBSIDIARIES, AFFILIATES, AND JOINT VENTURES, OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES SHALL BE LIABLE TO YOU OR ANYONE CLAIMING THROUGH YOU FOR ANY LOSS OF BUSINESS, PATIENTS, CUSTOMERS, PROFITS OR REVENUE, DAMAGE TO PROPERTY OR PERSON, LOSS OR INACCURACY OF DATA OR DETRIMENTAL RELIANCE THEREON, FAILURE TO REALIZE EXPECTED RESULTS, REVENUES OR SAVINGS, ECONOMIC LOSS OF ANY KIND, OR INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, RESULTING FROM YOUR OR ANY THIRD PARTY’S ACCESS TO, RELIANCE ON, OR USE OF, OR INABILITY TO ACCESS OR USE THE SERVICES, WHETHER BASED ON OR IN WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY. THE FOREGOING SHALL APPLY WHETHER OR NOT CG SQUARED KNOWS OF THE POSSIBILITY OF SUCH DAMAGE OR HAS BEEN ADVISED OF SUCH POSSIBILITY, OR SUCH POSSIBILITY IS REASONABLY FORESEEABLE. THE COMPANY SHALL IN NO EVENT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INACCURACY, ERROR OR OMISSION IN, OR LOSS, INJURY OR DAMAGE CAUSED IN WHOLE OR IN PART BY FAILURES, DELAYS OR INTERRUPTIONS IN THE SERVICES GENERALLY OR SPECIFICALLY, AND ANY CONTENT OR SERVICES CONTAINED THEREIN OR SUPPLIED SUBSEQUENTLY BY AGREEMENT BETWEEN YOU AND THE COMPANY. YOU AGREE THAT, IN ALL CASES, YOU SHALL NOT BE ENTITLED UNDER LOCAL LAW OR OTHERWISE TO RECEIVE ANY PAYMENT FROM CG SQUARED, ITS OFFICERS, EMPLOYEES, AGENTS AND LICENSORS, WHETHER FOR ACTUAL, DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, COSTS OR EXPENSES, AND ANY CLAIM BY YOU FOR DAMAGES AGAINST THE COMPANY ARISING FROM ANY ACCESS TO, USE OF OR RELIANCE ON THE SERVICES, OR OTHERWISE ARISING UNDER THIS AGREEMENT OR OTHERWISE, SHALL BE LIMITED TO YOUR PROVABLE DIRECT DAMAGES IN THE MAXIMUM AGGREGATE SUM OF FIFTY  DOLLARS ($50.00) IN LAWFUL CURRENCY OF THE UNITED STATES OF AMERICA, HOWSOEVER CAUSED.

 

Further Releases. You shall and hereby do release us from all liability for you having acquired or not acquired housing through the Site or Services. You hereby release CG Squared and its directors, officers, employees, agents, subsidiaries, affiliates, successors, predecessors, assigns, heirs, service providers, insurers, investors, attorneys, advisors, and suppliers from all claims, demands, and damages of every kind and nature, known and unknown, direct and indirect, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to content accessed through the Site or Services, or any interactions with others arising out of or related thereto, and you expressly waive the provisions of any local law, which provides in substance: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor,” and all similar code provisions in any jurisdiction.

 

Termination. CG Squared may terminate your access to all or any part of the Site or Services (including an iTPM License) at any time, with or without cause, with or without notice, and effective immediately, which may result in the forfeiture and destruction of all information associated with your contractual agreement(s) with CG Squared. If you wish to terminate your individual contractual agreement with CG Squared without cause, you may do so by following the instructions on the Site and/or as stated in your written contractual agreement with CG Squared accordingly. Any and all fees paid to CG Squared thereunder are non-refundable unless stated otherwise. All provisions of these Terms of Service which by their nature should survive termination shall survive termination, including, without limitation, licenses of any content a user provides, ownership provisions, warranty disclaimers, indemnity and limitations of liability, and arbitration.

 

INTELLECTUAL PROPERTY RIGHTS. The Services, all content and materials on the Site, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, user interfaces and software is the property of CG Squared, and are protected by copyright, trademark, and other intellectual property rights under the laws of the United States of America, Canada and other countries, and international conventions and treaties (as applicable). All trademarks, trade dress, service marks, logos, trade names and other source-identifying designations, including combinations thereof, are proprietary to CG Squared. Except as expressly permitted herein, you shall abide by all copyright notices and trademark information, and all other restrictions contained in the Services. Without limitation, the Services are protected by copyright as a work, collective work and/or compilation, pursuant to U.S. copyright laws, Canadian copyright laws, moral rights laws, international conventions, and other intellectual property laws. You have no right, title or interest in any content or materials transferred to you as a result of any such copying. You may not reproduce, republish, upload, post, transmit, modify, create derivative works from, decompile, disassemble, reverse engineer or otherwise attempt to derive any software or portion of the Website and Services, sell or distribute in any way the content and materials on the Website and Services. If you believe that any of the Website and Services contain elements that infringe your copyrights, please provide CG Squared’s Chief Executive Officer with the following information in writing:

  • A physical or electronic signature of person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  • Identification of the copyrighted work claimed to have been infringed, or multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
  • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;
  • Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and if available, an electronic mail address at which the complaining party may be contacted;
  • A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
  • A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

 

All text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork and computer code, including but not limited to the design, structure, selection, coordination, expression, "look and feel" and arrangement of such content, contained on the Site (collectively, "Content") is owned, controlled or licensed by or to the Company and is protected by trade dress, copyright, patent, and trademark laws and various other intellectual property rights and unfair competition laws. Certain trademarks, trade names, service marks and logos used or displayed on the Site are registered and unregistered trademarks, trade names and service marks of CG Squared and its affiliates, and other trademarks, trade names and service marks used or displayed on the Site are the registered and unregistered trademarks, trade names and service marks of their respective owners (collectively, "Trademarks"). Nothing in these Terms of Service or otherwise provided on the Site grants or should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of the Trademarks without express prior written consent of the Company, or such other owner authorized by the CG Squared. Neither CG Squared 's name nor any of the Trademarks may be used in any way, including but not limited to any advertising or publicity regarding distribution of materials on the Site, without Company's prior written consent. Without limiting the generality of the foregoing, Company prohibits the use of its name or any Trademarks as a link to any website unless such link is approved in advance by CG Squared in writing. The names, logos, product and service names, designs, slogans, and other Trademarks associated with the Site and Services are ours and those of any of our licensors (as the case may be). You must not use any of the foregoing without our prior written permission. All other names, logos, product and service names, designs, slogans, and other trademarks used in connection with the Site and Services are the trademarks of their respective owners.

 

ARBITRATION CLAUSE AND CLASS ACTION WAIVER – IMPORTANT – PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS

 

GOVERNING LAW. This Agreement shall in all cases be deemed an Agreement made in the State of Florida, in the United States of America, regardless of your place of residence, domicile or physical location, where the Application was used, accessed or downloaded; and where the Services were received from or provided to you. All questions concerning the validity, construction and operation of this Agreement and the performance of the obligations of the Parties hereunder shall be governed by the laws of the State of Florida and the laws of Florida applicable in Florida. You irrevocably submit to the non-exclusive jurisdiction of the State Courts of Florida, Federal Courts in Hillsborough County in the State of Florida that possess competent jurisdiction, or its successor, without regard to its conflicts of laws principles, rules, and You promise and undertake to bring no action or proceedings in any other court whatsoever. You agree that you will not commence any action as a class action, or seek to have any action to which you are a party certified as a class action, or join in any class action as a party. You agree that any Judgment or Order of a court of competent jurisdiction shall be fully registrable and enforceable against you in your jurisdiction of residence, location or domicile. Notwithstanding the foregoing, in the event of breach of this Agreement by you requiring CG Squared to seek injunctive or other equitable relief, CG Squared shall be entitled to seek such injunctive relief in any court of competent jurisdiction without the necessity or requirement of posting bond or undertaking as to damages or showing that money damages are not an adequate remedy. In the event that your place of residence, domicile, physical location or jurisdiction does not recognize or permit enforcement of the foregoing, you may not use the Services. YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES OR US MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

 

DISPUTES. If you have a dispute with any of your patients or customers regarding the use of the Services available through this Site, you release CG Squared (and CG Squared’s officers, directors, agents, contractors, parent company, affiliates, subsidiaries, owners, and employees) from any and all claims, demands, and damages (including but not limited to direct, indirect, punitive, exemplary, and consequential damages) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” Please contact CG Squared at feedback@cgsquared.com regarding any claim or controversy arising out of or relating to these Terms and Conditions, or any breach thereof, and we will attempt in good faith to resolve the claim, or we can agree to engage in arbitration. Any claim, dispute or controversy that cannot be resolved through informal discussions by each party’s authorized representative within thirty (30) days, will be settled by arbitration as set forth below.

 

Arbitration. Except for claims or controversies for which CG Squared may pursue injunctive relief, any claim, dispute, or controversy arising out of or relating to the Site and Services, these Terms of Service, or the breach, termination, enforcement, interpretation or validity of these Terms of Service, will be resolved exclusively by binding arbitration administered by the American Arbitration Association ("AAA") before a single arbitrator.  The AAA Rules are available online at adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees will be governed by AAA’s applicable rules. The arbitrator's decision shall be controlled by these Terms and Conditions and any of the other agreements referenced herein. Unless you and CG Squared agree otherwise, any arbitration hearings will take place in Wake County, Florida. If the claim or controversy is for $10,000 or less, CG Squared agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator(s), through a telephonic hearing or by an in-person hearing as established by the AAA Rules. If the claim or controversy exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the award of the arbitrator(s) shall be accompanied by a statement of the reasons upon which the award is based.

 

Limitation on Time to File. IF YOU DO NOT FILE A DEMAND TO ARBITRATE A DISPUTE WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Arbitration on an Individual Basis Only; Class Arbitration Waiver. YOU AGREE THAT, BY ACCEPTING THESE TERMS OF SERVICE, YOU AND CG SQUARED ARE EACH WAIVING THE RIGHT TO PARTICIPATE IN OR BRING A CLASS ACTION. THESE TERMS OF SERVICE EVIDENCE A TRANSACTION IN INTERSTATE COMMERCE, AND THUS THE FEDERAL ARBITRATION ACT GOVERNS THE INTERPRETATION AND ENFORCEMENT OF THIS PROVISION. IF FOR ANY REASON, A CLAIM PROCEEDS IN COURT RATHER THAN ARBITRATION, COMPANY AND YOU HEREBY WAIVE ANY RIGHT TO A JURY TRIAL.

Applicable Law. Although the Site and Services are accessible over the internet and therefore accessible worldwide, the Site and Services and their content are intended for residents of the United States only. If you choose to access any of the Site and Services from locations outside the United States, which may include but is not limited to a country in the European Union, etc., such conduct may subject you to statutes of different countries, but such use is at your own risk and you will also be subject to the laws of the United States of America, which may differ from privacy laws in another country, your state, or home country, and you are responsible for compliance with any local laws. Nothing in the Site and Services should be interpreted as a promotion or solicitation for any product of any nature that is not authorized by the laws and regulations of the country where you are located. You agree that the laws of the State of Florida, without giving effect to any principles of conflicts of law, govern these Terms and Conditions and any dispute of any sort that may arise between you and us or any of our Subsidiaries and/or Affiliates. CG Squared and you acknowledge that these Terms of Service evidence a transaction involving interstate commerce.

Conflict. If any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the code of procedure established by the AAA, the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein.

Injunctive Relief. Notwithstanding anything to the contrary, CG Squared retains the right to seek injunctive relief if you use a Site and/or Services in violation of the access rights, or the restrictions on use, infringe upon or misappropriate CG Squared’s intellectual property rights, or breach your obligation to maintain confidentiality of CG Squared’s confidential or proprietary information made available to you through a Site or App.

 

LEGAL EQUIVALENCY. These Terms of Service and any other electronic documents, policies and guidelines incorporated herein shall be: (i) deemed for all purposes to be a “writing” or “in writing,” and to comply with all statutory, contractual, and other legal requirements for a writing; (ii) legally enforceable against any party hereto as a signed writing; and (iii) deemed an “original” when printed from electronic records established and maintained in the ordinary course of business. Any electronic documents introduced as evidence in any judicial, arbitration, mediation or administrative proceeding shall, if established and maintained in the ordinary course of business, be admissible to the same extent as business records in written form that are similarly established and maintained.

 

GENERAL PROVISIONS. If any provision of these Terms of Service is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be severed from these Terms of Service to the extent it is lawfully required, with all other provisions remaining in full force and effect. The failure of CG Squared to enforce any right or provision in these Terms of Service shall not constitute a waiver of such right or provision unless acknowledged and agreed to by CG Squared in writing. These Terms of Service and the Privacy Policy collectively comprise the entire agreement between CG Squared and you with respect to the Services and the entire subject matter herein supersedes repeals or modifies any other agreement between you and CG Squared. CG Squared shall not be liable or deemed in default for failure to fulfill any obligation under these Terms of Service due to causes beyond our reasonable control, including acts of God or of the public enemy, acts of any governmental authority, government shutdown, in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, shortages of labor or materials, freight embargoes, terrorism, inclement and/or unusually severe weather, electrical power failures, telecommunication or internet backbone outages, failure of an internet access provider, and Company shall not be liable for any losses, expenses or damages, whether direct, ordinary, special, consequential or punitive, which may include but are not limited to loss of business, business interruption, or otherwise resulting directly or indirectly from any such causes.

 

Export Control. By using the Services, you represent and warrant that (i) neither you nor any information or content proposed by you or inputted into the Site, if any, is located in a country that is subject to a U.S. Government embargo, U.S. export control and economic sanctions laws and regulations, which prohibit U.S. companies and their affiliates, like CG Squared from engaging in certain transactions with persons from designated countries or that has been designated by the U.S. Government as a “terrorist supporting” country, which may include but is not limited to, Iran, Cuba, North Korea, Sudan and Syria. and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Services for any purpose prohibited by U.S. law, including the development, design, manufacture, or production of missiles or nuclear, chemical, or biological weapons. You may not use, export, re-export, import, or transfer the Services except as authorized by United States law, the laws of the jurisdiction in which you engaged in any use of the Services, Site, a transaction with CG Squared, and any other applicable laws. In particular, but without limitation, the Services may not be exported or re-exported (a) into any United States embargoed countries; (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List; or (c) into any country or to any person or entity on any similar lists maintained in any applicable jurisdiction.

 

Feedback. Your feedback, comments and suggestions for improvements to the Services and our business generally (“Feedback”) are welcome. You may submit Feedback by emailing feedback@cgsquared.com. You acknowledge and agree that all Feedback is and shall be our sole and exclusive property, and you shall and hereby do assign to us all right, title, and interest in and to all Feedback, including, without limitation, all worldwide patent, copyright, trade secret, moral, and other proprietary or intellectual property rights therein, notwithstanding anything else. You will execute documents and take such further acts as we may reasonably request to effectuate the foregoing ownership and rights.

 

Modification. CG Squared reserves the right, in its sole discretion, to modify or replace any of these Terms of Service (including, without limitation, CG Squared’s Privacy Policy, for the avoidance of doubt), or change, suspend, limit, or discontinue the Site or Services (including, without limitation, the availability of any feature, database, or content) at any time. If such modification is material, CG Squared will post a notice on the Site or send you notice through the Services, via e-mail, or by another appropriate means of electronic communication. It is your responsibility to check these Terms of Service periodically for changes. Your continued use of the Services following notification of any changes to these Terms of Service constitutes acceptance of those changes.

 

 

 

Last Revised September 13, 2022