Legal Terms of Use Agreement Description. The Services are proprietary to CV and are protected by intellectual property laws and international intellectual property treaties. Your access to the Services is licensed and not sold. CV agrees to provide you with non-exclusive access to or use of the Services, subject to the terms and limitations set forth in this Agreement. Accessibility. You agree that from time to time the Services may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which CV may undertake from time to time; or (iii) causes beyond the control of CV or which are not reasonably foreseeable by CV. Representations and Warranties You represent and warrant to CV that: (a) you are over the age of eighteen (18) and have the power and authority to enter into and perform your obligations under this Agreement; (b) you shall comply with all terms and conditions of this Agreement, including, without limitation, the "Site use and conduct" policy set forth in Section 3 below; (c) you will use the Services in accordance with all applicable laws and regulations; and (d) you have provided accurate and complete registration information, including, without limitation, your legal name, address and telephone number. Site use and conduct You agree not to engage in unacceptable use of the Services, which includes, without limitation, use of the Services to: (a) send unsolicited advertising, (b) collect and sell information provided by the Services (c) disseminate or transmit material that, to a reasonable person may be abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening or malicious; (d) disseminate or transmit files, graphics, software or other material that actually or potentially infringes the copyright, trademark, patent, trade secret or other intellectual property right of any person; (e) create a false identity or to otherwise attempt to mislead any person as to the identity or origin of any communication; (f) export, re-export or permit downloading of any message or content in violation of any export or import law, regulation or restriction of the United States and its agencies or authorities, or without all required approvals, licenses or exemptions; (g) interfere, disrupt or attempt to gain unauthorized access to other accounts on the Services or any other computer network; (h) disseminate or transmit viruses, trojan horses or any other malicious code or program; or (i) engage in any other activity deemed by CV to be in conflict with the spirit or intent of this Agreement. Protection of intellectual property, including trademarks, copyrights All content provided by the Services not provided by third parties is the property of CV unless otherwise noted. In general, all material provided by the Services is covered by copyright of CV or a third party. You will not reproduce or distribute such content, whether modified or not, without the consent of the copyright holder. Links and Third-Party Services CV provides links to other web sites as part of the Services. CV does not endorse and is not responsible for the content, services, or other materials on third-party web sites. CV provides access to content, goods, and services through third-party affiliations and partnerships. Such content, goods, and services may be subject to additional terms and conditions outside of the control of CV. Disclaimers, Limitation of Liability, and Indemnity THE USE OF THE SERVICES IS AT THE USER'S SOLE DISCRETION AND RISK. THE SERVICES ARE PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS AND CV MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, RELATING TO THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CV DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES CV MAKE ANY WARRANTY AS TO ANY RESULTS THAT MAY BE OBTAINED BY USE OF THE SERVICES. UNDER NO CIRCUMSTANCES SHALL CV BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DAMAGES ARISING FROM YOUR USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY LOSS OF PROFITS OR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. YOUR SOLE AND EXCLUSIVE REMEDY HEREUNDER SHALL BE FOR YOU TO DISCONTINUE YOUR USE OF THE SERVICES AND TERMINATE THIS AGREEMENT. You agree to indemnify, hold harmless, and defend CV, its shareholders, directors, officers, employees, and agents from and against any claims, actions, or demands, including, without limitation, any legal fees, made by any third party resulting from: (a) this Agreement; (b) your use of the Services; or (c) any libelous, slanderous, indecent or other statement concerning any person made or republished by you. Termination This Agreement is effective upon your acceptance by use of the Services and shall continue in full force until terminated. You may terminate this Agreement at any time and for any reason by notifying CV in writing at: ChannelVelocity, Inc. 1400 N. Lakeshore DR. Suite 20J Chicago, IL 60610, or by e-mail at info@channelvelocity.com. CV reserves the right, in its sole discretion and without notice, at any time and for any reason, to: (a) remove or disable access to all or any portion of the Services; (b) suspend your access to or use of all or any portion of the Services; and (c) terminate this Agreement without notice. Miscellaneous Law. This Agreement shall be governed by the laws of the State of Illinois and the United States without reference to conflicts of laws. Jurisdiction and Venue. Any action arising from or relating to this Agreement shall be brought in the courts of the State of Illinois, County of Cook. Process in action or proceeding referred to in the preceding sentence may be served on any party anywhere in the world. Amendment. CV shall have the right, at any time and without notice, to add to or modify the terms of this Agreement, simply by posting such amended terms herein. Your access, link to or use of the Services after the date such amended terms are posted shall be deemed to constitute acceptance of such amended terms. Waiver and Severability. No failure, delay in exercising or enforcing any right or remedy hereunder by CV shall constitute a waiver of any other right or remedy, or future exercise thereof. If any provision of this Agreement is determined to be invalid under any applicable statute or rule of law, it is to that extent to be deemed omitted, and the balance of the Agreement shall remain enforceable. Survival. The respective rights and obligations of the parties under Sections 2, 3, 4, 6, and 8 shall survive any termination or expiration of this Agreement.
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