Clear to Go, Inc.
a Michigan corporation
This software as a service agreement (the cover page and these attached terms, together the "Agreement") is by and between the "enterprise customer" identified on the cover page hereto ("Customer"), and Clear to Go, Inc., a Michigan corporation ("CTG"). This Agreement is effective when signed by Customer and delivered to CTG.
Software as a Service: CTG developed, owns, and offers subscriptions to its mobile application, CLEAR TO GO!™, and related technologies that support Customer in the management and use of Customer's facilities, staff, and business operations. CLEAR TO GO!™, CTG's technologies, and its cloud-based platform (collectively referred to as the "CTG Network") allow Customer to screen Personnel, Visitors, and Contractors (each defined below) that request or require access to Customer's facilities under those protocols as specified by the Customer (the "Services"). If Customer's criteria or protocols are met through the Personnel's, Visitor's, or Contractor's registration or response to applicable inquiries via the CTG Network, then Customer authorizes CTG to provide a digital badge to individuals in the form of a unique colored QR Code ("Badge(s)") that may permit, deny, or restrict access to Customer's identified facility based on the specified criteria provided to CTG by the Customer. Customer shall have access to the CTG Network on a subscription basis with a fixed number of licenses that may be issued to Personnel, Visitors, and Contractors in accordance with Customer's specified instructions and criteria.
Payment: The Subscription Price and any other applicable payments required shall be paid as provided on the cover page and in accordance with the terms herein. If Customer has not otherwise terminated its subscription in accordance with this Agreement, then following any initial payment, the remaining Subscription Price shall be due and payable in accordance with terms provided on the cover page, i.e. monthly or quarterly, as the case may be.
Customer may increase the number of licenses issued under its Agreement, the cost of which shall be prorated from the delivery date of such licenses to the renewal date. However, if any license is terminated or otherwise removed from Customer's subscription without being transferred to another user, any remaining license term will not be refunded or credited.
Term and Termination: This Agreement commences as of the Effective Date and shall continue for the subscription period detailed on the cover page, unless sooner terminated by either party in accordance with this Agreement. Either party may terminate this Agreement upon (i) written notice, if the other party materially breaches any of the terms or conditions of this Agreement and such breach is incapable of cure or being capable of being cured but remains uncured for thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach. Upon expiration or termination of this Agreement, provided that Customer shall pay to CTG any fees owed up through the date of termination.
Renewal: Unless Customer provides thirty (30) days' written notice prior to the end of the then-current subscription term that it will not renew its subscription, Customer's subscription shall automatically renew for an additional subscription term at CTG' then applicable pricing terms, provided that Customer shall have had prior notice if such prices reflect any increase.
Payment Date: Following acceptance of this Agreement and during the course of performance, Customer agrees to pay applicable screening fees billed to its account in addition to any remaining Subscription Price due as provided on the applicable invoice detailing such screening fees and any remaining Subscription Price due. During any renewal period, Customer shall continue to pay the Subscription Price, plus any applicable increases, under the same payment terms agree to on the cover page. Customer may change the number of licenses and other terms, provided that CTG agrees.
Pricing: Subscription Pricing, Licenses, and Screenings
Customer's "Subscription Price" shall be calculated as indicated on cover page and determined in accordance with the following classification of users and screening events:
Personnel shall be charged per license for each employee, contractor, and other regular facility staff that report to or are otherwise generally under the management and supervision of Customer ("Personnel"). All licenses granted to Personnel hereunder include case management services and record keeping for human resource management purposes, as are currently available on the CTG Network or otherwise negotiated with Customer. Customer's subscription provides a license for each user identified at the time of signup or during the subscription period, up to the number of users initially specified and paid for on the cover page; any "add-ons" or additional licenses needed shall be prorated to the renewal date if added after the Effective Date but prior to renewal date; provided, however, that no credit shall be given if any license that is removed from a user during the subscription and not reassigned to a new user. Personnel licenses removed from the subscription, but not reassigned, shall be adjusted at the renewal date for the new Subscription term.
Visitors and Contractors shall be charged per screening fornon-personnel, which generally includes visitors, vendors, invitees, and guests ("Visitors") and contractors, vendors, or other persons regularly working on-site but not employed or managed by Customer ("Contractors"); these screening activities do not include case management services unless separately agreed to by CTG. Visitor and Contactor screening fees will be billed monthly in arrears in the ordinary course of business. Payment of screening fees by Customer will be made in the ordinary course of business as provided by CTG's invoice for current screening fees.
Set up/On-Boarding/Integration Costs: CTG shall assist Customer with set-up and access for their system administrator, managers, Personnel, or Visitors, as necessary. CTG will respond in a timely manner to material questions and issues regarding Customer's use of the CTG Network and performance of this Agreement. Customer shall pay Integration Costs, if any, in advance and any other amounts as agreed on the cover page.
Feedback : All Feedback is provided at the sole discretion of Customer. Customer hereby assigns to CTG all right, title and interest in the feedback or improvements to the CTG Network suggested, including all intellectual property rights therein. If requested by CTG, Customer agrees to execute such further instruments as CTG may reasonably request confirming CTG's ownership interest in any ideas, improvement, or feedback.
Confidential Information. During negotiations, discussions, and mutual performance of their obligations of this Agreement, the parties may disclose to each other sensitive information, which may or may not have been identified at the time of disclosure as confidential, nevertheless, the parties agree to treat such information as confidential ("Confidential Information"). Confidential Information will remain the sole property of the disclosing party, and the receiving party will have no interest in or rights to such Confidential Information except as necessary to accomplish the purposes of this Agreement. Except as authorized herein, each party agrees to maintain all Confidential Information of the other party in confidence, to not use or disclose any Confidential Information of the other party except as expressly permitted by this Agreement, to restrict access to the other party's Confidential Information to its authorized employees, contractors, or other agents who require access to such Confidential Information and who are bound by confidentiality obligations at least as restrictive as those set forth in this Agreement, and to take all reasonable precautions to prevent any unauthorized disclosure of such information.
The receiving party shall not reverse engineer, disassemble, or decompile, any application, design, prototypes, software, or other intellectual property or trade secret that constitutes or embodies the disclosing party's Confidential Information or trade secrets, including without limitation the design and operation of the CTG Network, and the components thereof, that are provided to the receiving party in the course of performance of this Agreement.
The foregoing restrictions on use and disclosure of Confidential Information shall survive the termination of this Agreement. The restrictions above do not apply to information that: (a) is in the possession of the receiving party at the time of its disclosure and is not otherwise subject to obligations of confidentiality; (b) is or becomes publicly known through no wrongful act or omission of the receiving party; or (c) is received, without restriction, from a third party free to disclose it without obligation to the disclosing party.
Within thirty (30) days after the expiration or termination date of this Agreement, or after a written request for the return of Confidential Information, each party shall return to the other party or destroy all of such other party's Confidential Information; and at such other party's discretion, and, upon reasonable request, a party shall provide such other party with an officer's certificate attesting to such return and/or destruction, as appropriate.
Data Protection. CTG and Customer jointly collect and share certain types of personally identifiable information and/or protected health information (collectively "Personal Data") from Customer's Personnel, Contractors, and Visitor in connection with the services which may include, among other things, Personal Data provided to CTG by Customer, Personal Data provided to Customer by CTG, or received by CTG from users and third parties in connection with its performance of this Agreement and its delivery of the Services contemplated herein. CTG and Customer agree that such Personal Data will be accessed, used, maintained, collected, modified, merged, shared, or disclosed by CTG and Customer only as is necessary for each to fulfill its legitimate business purposes relating to the Services contemplated by this Agreement. CTG's and Customer's business purposes in the collection and use of the Personal Data hereunder is limited to those purposes contemplated and set out in this Agreement (including the Exhibits hereto) (the "Specific Purpose"). CTG's retention, use or disclosure of Personal Data shall be limited to the extent necessary to fulfill its obligations as set forth in the Specific Purpose. To the extent applicable, CTG and Customer, as the case may be, shall each comply with applicable and relevant Data Protection Laws; "Data Protection Law(s)" means any and all applicable U.S. federal, state, and local laws, regulations that are designed to protect or regulate the privacy or security of Personal Data.
Data Security. To the extent necessary, CTG and Customer shall each comply with their respective obligations under applicable Data Protection Laws.
OWNERSHIP AND DELETION RIGHTS FOR PERSONAL DATA. To the extent permitted under applicable law, Customer shall own and control all Personal Data submitted, collected, or stored on the CTG Network. CTG does NOT sell, transfer, hypothecate, or otherwise utilize Personal Data collected or obtained in connection with this Agreement for any other purpose except to provide the Services for which Customer has engaged CTG under this Agreement. All Personal Data is encrypted and stored under Heroku Shield which is HIPAA compliant to provide Customer and the CTG Network users with the highest level of privacy currently available. Customer may request that any or all Personal Data be deleted, downloaded, and delivered, or retained on the CTG Network for up to one (1) year following termination of the Services.
NO WARRANTY. CUSTOMER HEREBY ACKNOWLEDGES, EXCEPT AS EXPRESLY PROVIDED HEREIN, THAT THE SERVICES AND ACCESS TO THE CTG NETWORK ARE PROVIDED "AS IS," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER AGREES THAT CTG AND ITS AFFILIATES AND LICENSORS HAVE THE LIMITED LIABILITY DETAILED BELOW AS A RESULT OF ANY USE OF THE CTG NETWORK.
LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT FOR CTG'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR CLAIM THAT CTG'S SOFTWARE, THE CTG NETWORK, OR THE SERVICES INFRINGE UPON AN INTELLECTUAL PROPERTY RIGHT OF A THIRD PARTY, IN NO EVENT WILL CTG BE LIABLE FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT, EXCEPT IF SUCH LIABILITY IS ARISING FROM CTG'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR CLAIM THAT CTG'S SOFTWARE, THE CTG NETWORK, OR THE SERVICES INFRINGE UPON AN INTELLECTUAL PROPERTY RIGHT OF A THIRD PARTY, CTG'S ENTIRE LIABILITY TO CUSTOMER UNDER THIS AGREEMENT WILL NOT EXCEED TWO TIMES (2X) THE AGGREGATE AMOUNT OF THE SUBSCRIPTION PRICE PAID. THE CUSTOMER EXPRESSLY ACKNOWLEDGES THE ALLOCATION OF RISK SET FORTH IN THIS LIMITATION OF LIABILITY SECTION AND EXPRESSLY ACKNOWLEDGES THAT CTG WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT SUCH LIMITATIONS ON ITS LIABILITY.
No Third-Party Beneficiaries: Nothing in this Agreement, express or implied, is intended to, nor shall anything herein, confer upon any person or entity, other than the Customer and CTG and their respective successors and permitted assigns, any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
Governing Law and Venue: T he rights and obligations of the parties under this Agreement shall be governed by and construed under the law of Michigan, without reference to conflict of laws principles. To the extent a judicial forum and venue is necessary, the parties agree and submit to the personal jurisdiction of the federal and state courts of Southeast Michigan.
Alternative Dispute Resolution. Notwithstanding the above choice of law and forum, each party realizing that business relationships can be an enterprise's most valuable asset, and that reasonable businesspeople can disagree from time to time, the parties commit to working together at the highest executive level necessary to resolve any turbulence or disputes that may occur from this business relationship and this Agreement's course of performance or breach thereof. If the applicable executive officers of the parties cannot resolve a dispute, the parties agree to first seek facilitative mediation as a good faith effort to preserve their business relationship and resolve their differences. If mediation is not successful and the issue persists, all disputes or claims made at law arising out of or in connection with this Agreement or its performance shall be finally settled by _ non-appearance-based _ binding arbitration in Denver, Colorado (or another neutral jurisdiction agreed to by the parties) under the Rules of JAMS by one arbitrator appointed in accordance with JAMS rules.
This Agreement constitutes the entire and only agreement between the parties for the services contemplated herein, and any prior negotiations, representations, agreements, and understandings are superseded by the terms herein. No agreements altering or supplementing the terms hereof may be made except by means of a written document signed by the duly authorized representatives of the parties.
CLEAR TO GO!** ™**
CLEAR TO GO! ™is a mobile application ("App") that interfaces with a CTG Client's enterprise solution for managing entry and safe usage of commercial facilities by presenting a series of questions deemed necessary by Client to comply with federal, state and local guidelines as directed by the Client's legal and compliance team to enter their building. This is not a stand-alone app. Public users may not download the App and use it for their individual purposes. A user must be invited and authorized by a CTG Network Client before downloading the App or using our web-based SMS application ("web app").
Additionally, at no time does CTG generate, present, or recommend any of the inquiries, guiding questions, or data requirements necessary to obtain a Badge for Users. CTG and the CTG Network are a workflow automation tool whose content, data, and access are all entirely controlled by the CTG Network Client through our secure administration site.
Summary of Our Terms
By downloading, logging on to cleartogo.co or using the CTG Network in anyway, you acknowledge and agree to all the terms detailed below:
The Services provided by the CTG Network are licensed to you, not sold to you. You may not use the Services for any other purpose or manner except as provided in these Terms;
The Services are provided "as is" without any warranties of any kind whatsoever, and CTG' liability to you is limited;
Clients are solely responsible for protecting the privacy and legal rights of their employees, facility personnel, and visitors, except as provided for in the Customer Software as a Service Agreement ("SaaS");
Clients are solely responsible for exporting their data and related User content prior to the termination date of the CTG SaaS Agreement; and
Any disputes arising related to the Services provided hereunder will be resolved by binding arbitration, and by accepting this Agreement, all parties to the terms hereof waive the right to trial by jury and the right to participate as a member of any class action involving another party. You also agree to waive all rights to go to court to assert or defend your rights under this Agreement. Your rights will be determined by a neutral arbitrator, NOT a judge or jury. Further, no claims may be brought as a member of a class action. Please review the Agreement to arbitrate in the Terms below for more specific details regarding our mutual agreement to arbitrate disputes.
CLEAR TO GO! ™
By downloading our CLEAR TO GO! ™mobile app or accessing our web app, Users can interface with Client's enterprise solution that allows its team responsible for the management and safety of facilities to present a series of questions they deem necessary to allow entry in conformity with federal, state, and local guidelines to gain entry to their build.
This is not a "stand-alone" application. No public user can download the CLEAR TO GO! ™ app and use it for their individual purpose. A user must be link to and authorized by their employer or facility manager before using it.
Additionally, at no time does CTG Network generate, present, or recommend any of the questions used to determine entry or approval for issuing a Badge. The CTG Network, and more specifically the CLEAR TO GO! ™ app, are a workflow automation tool and the control of what content and who sees it is managed by the employer or facilities manager (the Client herein) through CTG's secure administration site. Downloading the CLEAR TO GO! ™ mobile application or accessing the CTG website online establishes "you" as a "User" of the CTG Network, and you agree to these Terms regardless of whether you use or register on the CTG Network or through the CLEAR TO GO! ™ mobile app.
User Profile Registration
You may download the CTG App and register an account with the CTG Network to access the Services. Registration requires you to provide us with your name, email address, profession, specialty and other security information specified, including without limitation licensure and insurance coverage if requested, in the registration form ("Registration Information"), and to select a username and password that will be associated with your account. You represent and agree that your Registration Information is true, accurate, current, and complete. You agree to promptly update your Registration Information as necessary or requested so that it continues to be true, accurate, current, and complete. We reserve the right, for ourselves and our Clients, to verify the accuracy of the Registration Information that you have provided and update it as necessary. You are solely responsible for maintaining the confidentiality and security of your CTG account's username and password, and you may not permit another person to use your username and password to access the Services. You are responsible for all activity that occurs under your account. If you believe that the security of your account information has been compromised, you must immediately change your username and password through the account settings feature or notify us and we will assist you. We shall have no liability for any unauthorized access to or use of your account information.
Use of the Services
The Services are intended to assist businesses and facility management companies manage the health and security of the facilities they operate. By using the Services, you represent and warrant that you have provided accurate and true information, and the capacity to agree to and abide by these Terms.
The information and tools that we make available through the Services are provided for security purposes only. While we hope you find the Services useful to allow a safer work environment for all who enter Client facilities, they are in no way intended to serve as a healthcare diagnostic service or medical platform, to provide certainty with respect to a diagnosis, to recommend any particular product or therapy or to otherwise substitute for the clinical judgment of a qualified doctor or healthcare professional. You are solely responsible for evaluating the information obtained from the Services. You agree that you shall be solely responsible for your compliance with all laws and standards applicable to you and your entry to any facility that uses the CTG Network.
Notwithstanding anything stated herein, facilities may be subject to certain obligations and responsibilities associated particular to the jurisdiction in which they are located. We make no representation or warranty as to the legal compliance of the Services or the CTG Network with all compliance obligations. We reserve the right, at any time in our sole discretion, to limit the availability and accessibility to the CTG Network, the Services, and the user accounts by any person, geographic area, or jurisdiction as we determine necessary and proper.
Subject to your compliance with these Terms, you are granted a limited, non-exclusive, non-transferable and non-sublicensable license to participate in the CTG Network and use the Services and to view the information and materials made available through the Services, including User Content, as defined below, ("CTG Content") solely for your use. You shall not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services, CTG Content, CTG Badges, Approvals, or CTG Network properties, except as expressly permitted in these Terms. All rights not expressly granted herein are reserved by us and our respective licensors, as applicable.
The CTG Network may contain links to Client or third-party websites or resources which are not part of the CTG Network. You agree that we are not responsible or liable for these websites and resources including, without limitation, their availability or the content and information that they provide. The inclusion in the CTG Network of Client and third-party resources, including links to third-party websites, does not imply our endorsement of these resources or the accuracy of the information therein.
You agree that you will not engage in any of the following activities in connection with your use of the Services:
We have the right expressly granted by you (but we are not obligated to) do any or all of the following without notice:
Information that Users Make Available through the Services
You are solely responsible for ensuring that the User Content that you make available through the Services is truthful and complies with applicable laws. You fully understand that CTG Network and CTG Clients will rely upon the content that you provide. You shall be solely responsible for any claims arising from your failure to provide accurate User Content that you submit through the CTG Network.
You agree that you will not use the Services to make available User Content that:
You acknowledge and agree that the CTG Network and any software used in connection with the CTG Network ("Software") contain proprietary and confidential information that is protected by U.S. and international intellectual property laws. You further acknowledge and agree that the CTG Network, its applications, and CTG Content are protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly permitted by applicable law or as authorized by us or the applicable licensor, you agree not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, publicly perform, create derivative works from, or "scrape" for commercial or any other purpose, the CTG Network, the CTG Content or the Software, in whole or in part. Any use of the CTG Network or the Services not expressly permitted by these Terms is a material breach of these Terms and may violate our and third parties' intellectual property rights.
You may view information provided through the Services online, download your User Content, CTG Badges to your computer or mobile device for later reading or print a copy of an article for yourself. You may not remove any copyright notices from our materials. You agree not to access the Services by any means other than through the interface that is provided by us for use in accessing the Services. Nor shall you present any CTG Badge for entry that is not contemporaneously live on the CTG Network or the CTG App.
Laws that Govern this Agreement
We control those aspects of the Services made available through our websites and Apps from our Michigan offices in the United States of America. By accessing the Services and using the CTG Network, you agree that the statutes and laws of the state of Michigan, without regard to its choice of laws principles, will apply to all matters relating to use of the Services.
Termination and Modification
You agree that we may, under certain circumstances and without prior notice, discontinue, either temporarily or permanently, the Services (or any part thereof) or eliminate your account and remove any User Content that you have made available through the Services, with or without notice, for any of the following reasons (which are not exclusive): (a) breaches or violations of these Terms or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you, (d) discontinuance or material modification to the Services (or any part thereof), (e) technical or security issues or problems, (f) extended periods of inactivity, and/or (g) your engagement in fraudulent or illegal activities. You agree that all terminations for cause shall be made at our sole discretion, and we shall not be liable to you or any third party for any termination of your account or access to the Services.
CTG, THE CTG NETWORK, THE SERVICES, AND CTG CONTENT ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, WE EXPRESSLY DISCLAIM ANY WARRANTIES, EXPRESS IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE CTG NETWORK, THE SERVICES OR CTG CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY AS TO THE ACCURACY, TIMELINESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE SERVICES. NO INFORMATION PROVIDED THROUGH THE SERVICES OR BY US IN ORAL OR WRITTEN FORM WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN YOUR RELIANCE UPON THE CONTENT OBTAINED OR USED BY YOU THROUGH THE SERVICES IS SOLELY AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE CTG NETWORK. YOU UNDERSTAND THAT WE DO NOT ASSUME RESPONSIBILITY FOR SCREENING ANY USER OF THE CTG NETWORK FOR ANY SPECIFIC MEDICAL CONDITION, NOR DO WE VERIFY OR TAKE RESPONSIBILITY FOR USER CONTENT. WE DO NOT PROVIDE MEDICAL ADVICE AND WE DO NOT RECOMMEND OR ENDORSE ANY SPECIFIC PERSON FOR ENTRY IN TO ANY FACILITY. THE AUHORITY OF ENTRY OR DENIAL OF ENTRY TO ANY CLIENT FACILITY IS AT THE SOLE DISCRETION OF THE CLIENT.
In no event will we, or our respective directors, officers, employees, contractors, agents, sponsors, licensors or any other person or entity involved in creating, developing or delivering the CTG Network, the Services or the CTG Content be liable for any damages (including, without limitation, incidental and consequential damages, personal injury/wrongful death, lost profits, or damages resulting from lost data or business interruption) arising out of or in connection with these Terms or from the use of or inability to access or use the CTG Network, the Services or the CTG Content, or from any communications or interactions with other persons with whom you communicate or interact as a result of your use of the Services, whether based on warranty, contract, tort, or any other legal theory, and whether or not we, our licensors, ours suppliers, or any third parties mentioned with the Services are advised of the possibility of such damages. We, our licensors, our suppliers, or any third parties contributing to delivery of the Services are not liable for any personal injury, including death, caused by your use or misuse of the Services or any information provided through the Services. Any claims arising in connection with your use of the Services must be brought within one (1) year of the date of the event giving rise to such action occurred. Remedies under these Terms are exclusive and are hereby limited to those expressly provided for in these Terms. The limitations of damages set forth above are fundamental elements and a material element comprising the basis of the bargain between CTG and you.
You agree to defend, indemnify, and hold CTG and our respective officers, directors, employees, agents, licensors, and suppliers, harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, your access to or use of the CTG Network, the Services, and the CTG Content or your violation of these Terms.
We reserve the right, at our sole discretion, to modify, discontinue or terminate any of the Services, the CTG Content or these Terms, at any time and without prior notice. If we modify these Terms in a material way, we will provide notice of such modification within the CTG Network. By continuing to access or use the Services after we have modified these Terms, you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, you agree to immediately stop using the CTG Network and the Services.
These Terms constitute the entire and exclusive understanding and agreement between CTG, CTG and you regarding CTG Network and the Services and these Terms supersede and replace any and all prior oral or written understandings or agreements between CTG and you regarding the CTG Network or the Services.
You may not assign or transfer these Terms or your user account, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. We may assign or transfer these Terms, at our sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns. Further, any of us may exercise the rights described in these Terms.
Mutual Agreement to Arbitrate
In the interest of resolving disputes arising from these Terms or the relationship between CTC and Users or Clients an expedient and cost-effective manner, you and CTG agree that all disputes arising in connection with the Services or related to these Terms will be resolved by binding arbitration. Arbitration may be more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Our agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this Agreement. YOU UNDERSTAND AND EXPRESSLY AGREE THAT YOU AND CTG ARE EACH WAIVING THEIR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
Despite the provisions above, we agree that nothing in these Terms shall be deemed to waive, preclude, or otherwise limit the right of either party: (a) bring an individual action in small claims court or for the collection of an delinquent account exceeding ninety (90) days; (b) pursue an enforcement action through a federal, state, or local enforcement agency if such course of action is available; (c) seek injunctive relief in court; or (d) to file suit in court to address a specific intellectual property infringement claim.
Arbitrator. Any arbitration action involving you and CTG under these Terms shall be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes, as the case may be (collectively, "AAA Rules") of the American Arbitration Association ("AAA").
Notice and Service of Process. Any party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Federal Express (signature required), or if we do not have a physical address on file for you, by electronic mail ("Notice"). CTG's address for Notice is: 323 S. Main Street, Ste 201, Rochester, MI 48307.
The Notice must describe the nature and basis of the claim or dispute and include the specific relief sought ("Demand"). We agree to use good faith efforts to resolve the claim before submitting the matter to arbitration; however, if we do not reach an agreement within 30 days after the Notice is received by CTG, either party may commence the arbitration proceeding.
Location and Fees. Each party will pay its own filing costs and fees. Any arbitration hearing will take place at a location to be agreed upon in Oakland County, Michigan. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules relating to such a finding, and you agree to reimburse CTG for any monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the preceding and upon request from either party made within 14 days of the arbitrator's ruling on the merits.
No Class Actions. YOU AND CTG AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and CTG agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.
If the immediately preceding paragraph is found to be unenforceable, or if the entirety of this section related to the agreement to arbitrate is found to be unenforceable, then the entirety of this will be null and void and, in which case, the parties agree that to the exclusive jurisdiction and venue detailed elsewhere in these Terms, which shall govern any action arising out of or related to these Terms.
Any notices or other communications permitted or required hereunder, including those regarding material modifications to these Terms, will be in a written form and given: (i) by us via email (in each case to the email address included in your Registration Information); or (ii) by posting within the CTG Network as permitted. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
Our failure to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to any other remedies under these Terms or otherwise that a party may have available.
All provisions of these Terms shall survive termination of your CTG Network account except for your license to access the CTG Network and use the Services and the CTG Content.
If you have questions about the Services or these Terms, or you wish to provide feedback, please contact us at email@example.com. By submitting feedback and suggestions, you grant a non-exclusive, perpetual, irrevocable, and royalty-free license to any intellectual property rights you may have in your feedback and suggestions to us to use to improve the Services.
CTG takes your privacy seriously. CTG will never sell the personal information or aggregated data that we collect from our users to third parties. We collect and process your information solely to perform the Services for which we have been engaged to perform by the Client.
Information about your use of the Services is collected as follows:
How Your Information May be Used
Information about you may be used for the following purposes:
Sharing Your Information with Third Parties
CTG shall only use information gathered to perform the Services. Information about your use of the Services will only be shared as follows:
Security of Information
We have implemented appropriate technical and organizational security measures to protect the personal information that we have under our control as a "processor" or as the "service provider" from unauthorized access, use, disclosure, and accidental loss. When you enter personal information, we encrypt the transmission of that information or use SSL connections (Secure Socket Layer) technology. You are solely responsible for maintaining the security and confidentiality of your account username and password. Unfortunately, no method of transmission over the internet or method of electronic storage is completely secure. Therefore, while we strive to protect your personal information, we cannot guarantee its absolute security.
Choice and Control
Note to Users Outside of the United States
The CTG Platform and the Services are designed and intended for use by users of all ages, some of which may be minors. Any usage by a minor may only be in connection with an approved Client, educational institution, or similar organization that has obtained all appropriate parental approvals or legal authority regarding the minors' use of the CTG Platform.
CTG SaaS Agreement – January 1, 2022 – Cover Page w/ terms attached