Attn: Copyright Agent
1700 Lincoln Street Floor 17
DENVER, CO 80203
TERM AND TERMINATION
These Legal Terms shall remain in full force and effect while you use the Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE LEGAL TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY,
DENY ACCESS TO AND USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED
IN THESE LEGAL TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICES OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING,
IN OUR SOLE DISCRETION.
If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on
behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
MODIFICATIONS AND INTERRUPTIONS
We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Services. We
also reserve the right to modify or discontinue all or part of the Services without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the
We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors.
We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage,
or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in these Legal Terms will be construed to obligate us to maintain and support the
Services or to supply any corrections, updates, or releases in connection therewith.
These Legal Terms and your use of the Services are governed by and construed in accordance with the laws of the State of Colorado applicable to agreements made and to be entirely performed within
the State of Colorado, without regard to its conflict of law principles.
If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT
WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA")
and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the
American Arbitration Association (AAA) website
. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be
excessive, we will pay all arbitration fees and expenses. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not
provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable
AAA rules or applicable law, the arbitration will take place in Denver, Colorado. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to
confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the
state and federal courts located in Denver, Colorado
, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United
Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Legal Terms.
In no event shall any Dispute brought by either Party related in any way to the Services be commenced more than one (1) years after the cause of action arose. If this provision is found to be illegal or unenforceable, then
neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts
listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or
authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of
the general public or any other persons.
Exceptions to Arbitration
The Parties agree that the following Disputes are not subject to the above provisions concerning binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual
property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal
or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction
within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
There may be information on the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors,
inaccuracies, or omissions and to change or update the information on the Services at any time, without prior notice.
THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN
CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS
ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES' CONTENT OR THE CONTENT OF ANY WEBSITES OR MOBILE APPLICATIONS LINKED TO THE SERVICES AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR
INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS
AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE
TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS 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 VIA THE SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES, ANY
HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY
PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
LIMITATIONS OF LIABILITY
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST
REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO
US DURING THE six (6) mONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING.
CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS
MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or
demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your Contributions; (2) use of the Services; (
3) breach of these Legal Terms; (4) any breach of your representations and warranties set forth in these Legal Terms; (
5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act
toward any other user of the Services with whom you connected via the Services. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you
are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this
indemnification upon becoming aware of it.
We will maintain certain data that you transmit to the Services for the purpose of managing the performance of the Services, as well as data relating to your use of the Services. Although we perform regular routine backups
of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Services. You agree that we shall have no liability to you for any loss or corruption of any
such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.
ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other
communications we provide to you electronically, via email and on the Services, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS,
AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES. You hereby waive any rights or requirements under any statutes, regulations,
rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
CALIFORNIA USERS AND RESIDENTS
If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market
Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.
These Legal Terms and any policies or operating rules posted by us on the Services or in respect to the Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any
right or provision of these Legal Terms shall not operate as a waiver of such right or provision. These Legal Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to
others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Legal Terms is
determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Legal Terms and does not affect the validity and enforceability of any remaining provisions. There is
no joint venture, partnership, employment or agency relationship created between you and us as a result of these Legal Terms or use of the Services. You agree that these Legal Terms will not be construed against us by virtue
of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Legal Terms and the lack of signing by the parties hereto to execute these Legal Terms.
26. ACCEPTANCE OF SERVICES
Client will have two (2) business days after receipt of any invoice for Services to reject or object to the Services or other charges represented by the invoice (“Objection”) by communicating the Objection and
the reasons therefor in writing to Consultant. If Client does not issue an Objection within two (2) business days after receipt of an invoice for Services, Client will be deemed to have accepted the Service or other charges
represented by the invoice.
a. The Parties hereby agree that all information provided by either party under this Agreement or designated by the disclosing party in writing shall, unless as otherwise provided in this subsection, be considered
Confidential Information (“Confidential Information”) and shall not be reproduced, transmitted, used or disclosed (directly or indirectly) by either party without the written consent of the disclosing party,
except as may be necessary for the non-disclosing to fulfill its obligations hereunder. Notwithstanding the above, Confidential Information shall not include any information, or portion thereof, which is either previously
known to the non-disclosing party or within the public domain at the time of its disclosure to the non-disclosing party. b. Consultant understands and acknowledges that Consultant’s job results in acquiring and having
access to both Confidential Information and trade secrets (as defined by Colorado law) of Client. Except as may be required by Consultant’s duties for Client, Consultant shall (i) not directly or indirectly use, copy
or duplicate, or disclose or otherwise make available to any third party, any Confidential Information (as defined below) other than in the scope of Consultant’s work for Client; (ii) take such protective measures as
may be reasonably necessary to preserve the secrecy and interest of Client in the Confidential Information. If Consultant becomes aware of any unauthorized use or disclosure of Confidential Information by any person or
entity, Consultant shall promptly and fully advise Client of all facts known to Consultant concerning such unauthorized use or disclosure. At any time during the term or at any time thereafter, upon reasonable request of
Client and at Client's expense, Consultant shall provide reasonable assistance to Client with respect to any litigation, arbitration or any other dispute with a third party concerning the unauthorized use or disclosure by
such third party of any Confidential Information provided such litigation, arbitration or other dispute is commenced during the term or within two (2) years thereafter. Upon termination of this Agreement for any reason
whatsoever, or at any time requested by Client, Consultant shall promptly deliver or cause to be delivered any and all Confidential Information in Consultant's possession, custody or control. Upon termination of Consultant's
contract (for any reason), Consultant shall surrender to Client all property in Consultant's possession, including but not limited to, confidential or proprietary information or trade secrets belonging to Client.
28. OWNERSHIP AND REUSE OF DOCUMENTS
a. All non-proprietary data, information, reports, drawings, renderings, or other documents or materials prepared by Consultant and delivered to Client hereunder shall become the property of Consultant and Client, whether or
not the work product developed from the services covered thereby is put into use (“Non-Proprietary Deliverables”). Consultant may retain a record copy of the Non-Proprietary Deliverables for its file. Consultant
shall be permitted to reuse documents, data, software, and all other produced work for Consultant’s other clients, Research and Development work, and all other business activities. b. Notwithstanding the above, Client
acknowledges that Consultant may use its own proprietary procedures, tools, software and techniques to produce the work requested by Client, and that nothing in this Agreement shall be construed to convey ownership to Client
(joint or otherwise) of such proprietary procedures, tools, software and techniques.
Consultant shall provide General Liability Insurance & Professional Liability Insurance (E & O). All other insurances such as Automotive Liability Insurance, Workmen’s Compensation Insurance and Medical
Insurance are the responsibility of the Consultant.
30. NOTICES, WRITTEN APPROVAL, AND AGREEMENT
All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and shall occur by and through Client’s portal system
(“SumerLink”), or by e-mail. Written communications through the Portal shall also serve as a writing for the purposes of any provision in this Agreement requiring written approval, settlement, or authorization.
Client shall ensure Service Provider has access to the Portal in order to enable Service Provider to perform any and all Services, requirements and obligations of this Agreement.
31. ASSIGNMENT AND SUBCONTRACTORS
a. Client acknowledges that Consultant may subcontract some or all of the Services provided for under this Agreement to other Service Providers according to written independent contractor agreements with said service
providers (“Service Provider Agreement”). Client will be provided written notice upon assigning the Service to any Service Provider. Consultant will ensure that any Service Provider Agreement will contain
provisions regarding the protection of confidential information and nondisclosure of Confidential Information which impose requirements which are at least as stringent as those imposed upon Consultant pursuant to this
Agreement. Consultant shall remain liable to Client for all obligations and liabilities set forth in this Agreement. b. Client acknowledges that Consultant’s business derives value from its relationship with and
knowledge of subcontractors capable of performing the Services contemplated by this Agreement. Client also acknowledges that Consultant has undertaken substantial effort to locate and coordinate the efforts of suitable
subcontractors to provide the Services contemplated by this Agreement, that this information is confidential and proprietary to Consultant, and that Consultant is compensated for these efforts through its arrangements with
its subcontractors, and that Client benefits from these efforts. In acknowledgement of the above, Client agrees that, during the term of this Agreement and for a period of one year from after the termination of this
Agreement, neither Client or Client’s affiliates will solicit or recruit any subcontractor subcontracted by Consultant in connection with this Agreement to perform services directly related to the Services without the
prior written consent of Consultant.
In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at:
1700 Lincoln Street Fl17
Denver, CO 80203