CMDR

Terms and Conditions of Use

Last Updated: October 8th, 2024

Introduction and Scope of this Policy:

These Terms and Conditions of Use (the “TOU”) apply to the digital products and services offered, including various platforms and applications (collectively and individually, the “Services”). By using your login to access the Services, you agree, on behalf of your organization, to abide by these TOU. All references to “You” or “you” or “Customer” in these TOU refer to your organization, which has licensed access to the System (as defined below) and/or Services. All authorized users within your organization are expected to comply with these TOU.

License Grant

During the period specified in the applicable price quote agreed to by you and the provider (the “Price Quote”), and subject to your compliance with these TOU, the provider grants to the Customer a limited, worldwide, non-exclusive, non-transferable right to access and use the features and functionality of the System and/or Services identified in the Price Quote for authorized users, in the quantity specified on the applicable Price Quote, solely for your internal purposes in accordance with the terms and conditions expressed in these TOU. All rights not specifically granted in these TOU are fully reserved by the provider. As used in these TOU, "System" means the provider's proprietary, Internet-delivered SaaS platform of servers, software, and related technology owned and operated by the provider and furnished to the Customer pursuant to the Price Quote.

Restrictions

The Customer will not, and will ensure that authorized users do not, (a) use the System other than in compliance with these TOU and applicable laws; (b) frame, distribute, resell, or permit access to the System by any third party; (c) interfere with the System or disrupt any other users’ access to the System; (d) attempt to gain unauthorized access to the System, or attempt to discover the underlying source code or structure of the System, or otherwise reverse engineer the System; (f) submit to the System any content or data that is false, misleading, defamatory, threatening, or infringing of intellectual property rights; (g) submit to the System any data or code that contains malware or is intended to provide unauthorized access to the System; or (h) use any automated tools to scrape or extract data from the System. “Authorized Users” means any of the Customer’s users of the System. The Customer must comply with, and ensure that its authorized users comply with these TOU, as well as ensure that: (a) true, accurate, current, and complete information is provided to create and maintain accounts; (b) neither the Customer nor any authorized user circumvents or interferes with any user authentication or security mechanism; (c) authorized users maintain the confidentiality of their usernames and passwords; (d) neither the Customer nor any authorized user will impersonate another user of the System or provide false identity information; and (e) the Customer immediately notifies the provider of any known or suspected unauthorized access to accounts.

Ownership and Rights

The Services, including all trademarks, service marks, logos, and other materials viewed or obtained from or through the Services (collectively, “Service Materials”), are owned and/or licensed by the provider and are protected by copyright and other intellectual property rights. The Customer has no rights to transfer, reproduce, or prepare any derivative works with respect to the Services, or to disclose confidential information pertaining to the Services. The TOU do not convey to the Customer or any authorized user any right of ownership in or related to the Service or other intellectual property owned by the provider. The Customer may provide feedback or suggestions for enhancement concerning the System (“Feedback”), and the provider will have a perpetual right to use and incorporate Feedback into the System without any compensation or other obligation to the Customer. The Customer shall not gain any right, title, or interest in the System or the provider's intellectual property as a result of its furnishing Feedback.

Data Protection

Privacy Policy

The provider takes the protection of Customer Content very seriously. For a full description of data-handling practices, please review the provider's Privacy Policy, which is incorporated into these TOU. The provider reserves the right to modify the Privacy Policy in accordance with the procedure outlined in the Privacy Policy.

Data Security

The provider deploys security precautions intended to help maintain the confidentiality, integrity, and availability of Customer data, including the use of firewalls and encryption technologies. However, the internet is not perfectly secure, and the provider is not responsible for security incidents not reasonably foreseeable or within its control. The Customer specifically shall not provide to the provider sensitive personal information or financial account numbers.

Representation and Warranties; Disclaimers

The provider represents and warrants that (a) it has the necessary authority to enter into the obligations enumerated in these TOU; (b) it will provide the System and related services in a professional manner and in accordance with the specifications set forth in the Price Quote; and (c) it will comply with all applicable laws. The Customer represents and warrants that (a) it has the necessary authority to enter into the obligations enumerated in these TOU; (b) it has all rights, permissions, and consents necessary to submit all Customer Content to the System and to grant the provider the rights to use Customer Content as set forth in these TOU; (c) any material uploaded to the System does not contain anything that violates any rights of third parties; and (d) it will comply with all applicable laws. The Customer acknowledges that, as an internet-delivered software application, the System may experience periods of downtime. Accordingly, THE PROVIDER DOES NOT WARRANT THAT THE SYSTEM WILL BE ERROR-FREE OR OPERATE WITHOUT INTERRUPTIONS OR DOWNTIME. THE PROVIDER MAKES NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SYSTEM, INCLUDING ANY DATA OR CONTENT MADE AVAILABLE THROUGH THE SYSTEM. THE PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY.

Termination

The provider may suspend the Customer's access to the Services immediately if the Customer fails to make a payment more than 30 days following its due date. The Customer agrees to use any professional development or training Services prior to termination or expiration of access to the System. The Customer shall have thirty (30) days following the termination or expiration of access to provide the provider with a written request for a one-time, delimited file export of its data from the System. Regardless of whether the Customer makes such a request, within ninety (90) days of the termination or expiration of access, the provider will securely destroy any and all Customer data stored in the System.

Indemnification

To the extent permitted by law, you shall indemnify, defend, and hold harmless the provider and its licensors against any claim brought against the provider and/or its licensors by a third party that arises from your use of the System and Services. The provider agrees to: (a) promptly give you written notice of the claim; (b) give you sole control of the defense and settlement of the claim; and (c) provide you with reasonable assistance, at your expense, with respect to the defense of such claim.

Limitation of Liability

IN NO EVENT WILL THE PROVIDER OR ITS LICENSORS BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES IN CONNECTION WITH ANY CLAIM OF ANY NATURE. IN ADDITION, THE PROVIDER'S AGGREGATE LIABILITY FOR ALL CLAIMS WILL NOT EXCEED THE FEES ACTUALLY PAID BY YOU TO THE PROVIDER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Updates

The Terms and Conditions of Use will be reviewed at least annually and may change from time to time in the future. Non-material changes will become effective when posted by the provider. The “last updated” date at the top of this policy indicates when it was last revised.

Choice of Law and Jurisdiction

These TOU shall be governed by and construed in accordance with the laws of the applicable jurisdiction, without reference to any conflict of law principles. You hereby submit to the exclusive jurisdiction of the relevant courts for any disputes or claims arising out of your use of the Services and/or System, or these TOU.

Use by Federal Government

The System and Services constitute Commercial Off the Shelf (“COTS”) items as defined in applicable regulations. Government use rights are limited to those minimum rights required by the appropriate provisions of the regulations.