Subject to other contractual obligations that we may have with you, we reserve the right at any time to:
- Change the terms and conditions of this Agreement;
- Change the Site or any feature of the Site; or
- Change any fees or charges for use of the Site.
Any changes we make will be effective within thirty (30) days of notice, which we may provide by means including, without limitation, posting on the Site or electronic mail. Your continued use of the Site following such changes will be deemed acceptance of such changes. Be sure to return to this page periodically to ensure familiarity with the most current version of this Agreement (you can determine whether this Agreement has been revised since your last visit by referring to the last Updated information at the top of this Agreement). Upon our request, you agree to sign a non-electronic version of this Agreement.
1. Registration. The service areas of the Site are for the exclusive use of entities that have entered into separate consulting agreements with us (each, a Client) and their employees and agents. To access these areas of the Site you must be a registered user. You agree not to transfer or resell your use of or access to the Site to any third party. If you have reason to believe that your account is no longer secure, you must promptly notify your system administrator and change your password. You are entirely responsible for maintaining the confidentiality of your USERNAME and password and for any and all activities that ARE CONDUCTED through your account.
2. Materials on the Site. The public areas of the Site include information about our services. You must retain all copyright and other proprietary notices on any Materials or other information downloaded or copied, and any such downloads or copies are subject to the terms and conditions of this Agreement. Further, the Materials (except for the Client Data) remain the property of ETERA or its licensors or suppliers.
3. Client Data and Postings. All data, information or material provided or submitted by you or the applicable Client (the Client Data), whether posted by you, such Client or by third parties, shall remain the sole property of you, such Client or such third parties, as applicable, unless specifically notified in advance. You and such Client, not ETERA, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Client Data. ETERA shall not be responsible or liable for any deletion, correction, destruction, damage, loss or failure to store any Client Data resulting from your acts or omissions. ETERA reserves the right to withhold, remove and/or discard Client Data without notice for any breach, including, without limitation, your employer’s non-payment. Upon our termination for cause, your and Client’s right to access or use Client Data immediately ceases, and ETERA shall have no obligation to maintain or forward any Client Data.
4. Code of Conduct. While using the Site, Materials and/or Software, you agree not to:
Attempt to view, access, copy, download, modify or use any Client Data that you have not been authorized to view, access, copy, download, modify or use by the applicable Client;
Exceed the scope of your authorization from a Client to view, access, copy, download, modify or use such Client’s Client Data;
Transmit (a) any Client Data or other confidential information that you are not expressly authorized to transmit; (b) any Material or information that is unlawful, fraudulent, threatening, abusive, libelous, defamatory, obscene or otherwise objectionable, or infringes our or any third party’s intellectual property or other rights; or (c) any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities or other unsolicited commercial communication (except as otherwise expressly permitted by us);
Restrict or inhibit any other visitor or registered user from using the Site, including, without limitation, by means of “hacking” or defacing any portion of the Site;
Use the Site, Materials or Software for any unlawful purpose;
Express or imply that any statements you make are endorsed by us, without our prior written consent;
Engage in spamming or flooding;
Transmit any software or other materials that contain any viruses, worms, Trojan horses, defects, date bombs, time bombs or other items of a destructive nature;
Modify, adapt, sub-license, translate, sell, reverse engineer, decompile or disassemble any portion of the Site or Software;
Remove any copyright, trademark or other proprietary rights notices contained in the Site, Materials or Software;
Frame or mirror any part of the Site without our prior written authorization;
Link to any page of or Materials on the Site other than the URL located at http://www.eteraconsulting.com;
Use any robot, spider, site search/retrieval application or other manual or automatic device or process to retrieve, index, “data mine” or in any way reproduce or circumvent the navigational structure or presentation of the Site or its Materials; or
Harvest or collect information about Site visitors or registered users without their express consent.
While using the Site, Materials and/or Software, you agree to comply with all applicable laws, rules and regulations.
5. Information Provided by ETERA. ETERA hopes and believes that the Materials will be helpful, but they should not be construed as legal or other professional advice on any subject matter. ETERA has endeavored to comply with legal and ethical requirements known to the ETERA personnel who compiled this Site, but ETERA is not engaged in rendering legal services, and availability or use of the Materials is not intended to create, and does not create, any attorney-client relationship between you and ETERA or any of our employees or agents.
6. Links. The Site contains links to other Internet web sites that are not owned or operated by ETERA. ETERA has not reviewed all of the web sites that are linked to the Site, and ETERA has no control over such sites. Unless otherwise explicitly stated, ETERA is not responsible for the Materials of such web sites, any updates or changes to such sites, or the privacy or other practices of such sites, and the fact that ETERA offers such links does not indicate any approval or endorsement of any material contained on any linked site. ETERA is providing these links to you only as a convenience. We strongly encourage you to take precautions to ensure that whatever links you select or software you download (whether from the Site or other sites) is free of such items as viruses, worms, Trojan horses, defects, date bombs, time bombs and other items of a destructive nature.
7. Claims of Copyright Infringement. The Digital Millennium Copyright Act of 1998 (the DMCA) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. Notices and counter-notices under the DMCA with respect to the Site should be sent to eTERA Consulting, VP Administration, 1100 17th Street, Suite 605, Washington, D.C. 20036.
8. Ownership and Restrictions on Use. The Site is owned and operated by eTERA. The Materials (excluding Client Data) and any intellectual property and other rights relating thereto are and will remain the property of ETERA and its licensors and suppliers. The Materials are protected by U.S. and international copyright, trademark and other laws, and you acknowledge that these rights are valid and enforceable. You may not copy, reproduce, republish, upload, post, transmit or distribute Materials (except the Client Data) without our prior written permission. The Materials (except the Client Data) may be used solely to the extent necessary for your authorized use of the Site, as provided in this Agreement or as expressly authorized in writing by ETERA or, if so indicated in writing by ETERA, its licensors or suppliers. You acknowledge that you do not acquire any ownership rights by using the Site or the Materials.
The trademarks, logos, and service marks displayed on the Site (collectively the Trademarks) are the registered and unregistered trademarks of ETERA, ETERA’s licensors and suppliers, and others. The Trademarks owned by ETERA, whether registered or unregistered, may not be used in connection with any product or service that is not ETERA’s, in any manner that is likely to cause confusion with customers, or in any manner that disparages ETERA. Nothing contained on the Site should be construed as granting, by implication, estoppels or otherwise, any license or right to use any Trademark without the express written permission of ETERA, ETERA’s licensors or suppliers, or the third party owner of any such Trademark. Misuse of any Trademarks is prohibited, and ETERA intends to aggressively enforce its intellectual property rights in such Trademarks, including via civil and criminal proceedings.
9. Jurisdictional Issues. The Site is solely directed to individuals residing in the United States. We make no representation that Materials available on or through the Site are appropriate or available for use in other locations. Those who choose to access the Site from other locations do so on their own initiative and at their own risk, and are responsible for compliance with local laws, if and to the extent local laws are applicable. We reserve the right to limit the availability of the Site and/or the provision of any service, program, film or other product described thereon to any person, geographic area or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any such service, program or other product that we provide.
10. Termination. This Agreement shall remain effective until terminated in accordance with its terms. Subject to other contractual obligations between the parties regarding the same subject matter, either party may terminate this Agreement immediately upon notice to the other party. In addition, we reserve the right to immediately terminate this Agreement, and/or your access to and use of the Site or any portion thereof, at any time and for any reason, with or without cause. Upon termination of this Agreement by either party, your right to use the Site shall immediately cease, and you shall destroy all Materials (except Client Data) obtained from the Site and all copies thereof, whether made under the terms of this Agreement or otherwise.
11. Disclaimers. THE SITE, THE MATERIALS ON THE SITE, ANY PRODUCT OR SERVICE OBTAINED THROUGH THE SITE AND THE SOFTWARE ARE PROVIDED AS IS AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, ETERA AND ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. Applicable law may not allow the exclusion of implied warranties, so the above exclusions may not apply to you. NO OPINION, ADVICE OR STATEMENT OF ETERA OR ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS, AGENTS, REGISTERED USERS OR VISITORS, WHETHER MADE ON THE SITE, IN THE SOFTWARE OR OTHERWISE, SHALL CREATE ANY WARRANTY.YOUR USE OF THE SITE AND ANY MATERIALS PROVIDED THROUGH THE SITE ARE ENTIRELY AT YOUR OWN RISK. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ETERA, ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY (A) AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SITE, (B) THAT YOUR USE OF THE SITE OR THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE OR OPERATE WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (C) THAT THE SERVICE WILL MEET CUSTOMERS REQUIREMENTS OR EXPECTATIONS, (D) THAT ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (E) THAT DEFECTS WILL BE CORRECTED, OR (F) THAT THE SITE OR THE SERVER(S) THAT MAKE THE SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE AND THE SOFTWARE AND YOUR RELIANCE THEREON.
YOU ACKNOWLEDGE THAT YOU ARE RESPONSIBLE FOR OBTAINING AND MAINTAINING ALL TELEPHONE, COMPUTER HARDWARE AND OTHER EQUIPMENT NEEDED TO ACCESS AND USE THE SITE, AND ALL CHARGES RELATED THERETO.ETERA SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. ETERA IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS
12. Limitation of Liability. NEITHER ETERA NOR ANY OF OUR AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS OR SPONSORS, NOR OUR OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS OR OTHER REPRESENTATIVES, ARE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE), UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THE SITE AND/OR MATERIALS CONTAINED ON THE SITE, THE SOFTWARE, ANY LINKED SITE OR ANY PRODUCT OR SERVICE OFFERED THROUGH THE SITE. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE, MATERIALS, SOFTWARE OR ANY LINKED SITE IS TO STOP USING THE SITE, MATERIALS, SOFTWARE OR LINKED SITE, AS APPLICABLE. EXCEPT AS EXPRESSLY AGREED OTHERWISE IN WRITING BETWEEN THE PARTIES, IN NO EVENT SHALL A PARTYS AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE TO ETERA IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
13. Indemnification. You agree to indemnify, defend and hold ETERA, our affiliates, licensors, suppliers, advertisers and sponsors, and our and their directors, officers, employees, consultants, agents and other representatives, harmless from and against any and all claims, damages, losses, costs (including reasonable attorneys fees) and other expenses that arise directly or indirectly out of or from (a) your breach of this Agreement, including any violation of the Code of Conduct above; (b) any allegation that any Client Data or other materials you submit to us or transmit to the Site infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; and/or (c) your activities in connection with the Site.
14. Questions. The Site is provided by ETERA. If you have any questions, comments or complaints regarding this Agreement or the Site, feel free to contact eTERA Consulting, VP Administration, 1100 17th Street, Suite 605, Washington, D.C. 20036 or firstname.lastname@example.org.
Policy Version 1.0
Effective February 1, 2011