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Terms and Privacy


ProSource® Privacy Policy

 

We take Your privacy seriously and want Your experience with the digital tools provided by “Us”, “Our”, and “We” to be both satisfying and safe.  This Privacy Policy (“Policy”) applies to all of the digital tools which We provide and to which You subscribe upon Your agreeing to the Terms of Service and End User License Agreement, including but not limited to Our website (www.prosourcewholesale.com), the Pro App, and any other apps or digital tools which We now provide, or may in the future provide, and all updates, upgrades, enhancements, changes, or other modifications thereto (collectively, the “Digital Tools” and individually a “Digital Tool”) .  This Policy sets forth the steps We take to accomplish this result, and We urge You to read it carefully. 

1.             What this Policy Covers.  In order for Us to properly and efficiently provide Our products and services to You, it may be necessary from time to time for Us to collect information about You or the equipment or methods You use when visiting or utilizing any of the Digital Tools and Your usage of Our Digital Tools, and the products and services provided therein.  Although We need this information to better serve You, We understand Your concerns about how this information is used.  Accordingly, this Policy explains how We use, and more importantly will NOT use, any personally identifiable information We collect when You visit or utilize any of the Digital Tools.  This Policy also covers Our treatment of any personally identifiable information that Our business partners share with Us or that We may collect on or from a business partner’s site.

2.             What this Policy Does Not Cover.  This Policy does not apply to the practices of companies We do not own or control or to people We do not employ or manage.  This Policy only addresses the use and disclosure of information We collect from You.  To the extent that You disclose any of Your information to any other person or entity, different rules may apply to their use or disclosure of the information You disclose to them.  It is important that You understand that We may not, and probably do not, control any website or other application which You may visit through a “link” on one of the Digital Tools, and such other websites or applications may have their own privacy policies that may differ substantially from ours.  Also, any third party advertisers who advertise on the Digital Tools or through the Digital Tools may also adhere to their own privacy policies, which may also be different from ours.  When visiting advertisers or any other website, application or business You reach by “clicking” on a link on a Digital Tool, You are subject to the privacy policies of that third party.  We encourage You to ask questions before You disclose Your personal information to others.  Unless otherwise notified, We will not collect personal health information from You.  If in the future We do collect such personal health information, We will do so in compliance with Our Personal Health Information Policy, a copy of which will be made available to You.

3.             Information Collection and Usage by Us.  Our primary goal in collecting personal information is to provide You with a smooth, efficient, and customized experience when using or visiting any of the Digital Tools and throughout Our business.  We use information collected for the purpose of completing transactions, delivering products, upgrading and enhancing the Digital Tools and addressing customer service issues.  Any credit-card transactions through one or more Digital Tools are handled by third-party financial institutions and their vendors which receive the credit-card number and other personal information only to verify the credit-card numbers and process transactions.  Online payment transactions are handled by an independent third party that receives the account number and other personal information only to verify the account number, the existence of funds, and process the transaction.  The information collected and handled by them is subject to their privacy policies, which You should review.

We will not knowingly transfer Your personal information to another party except as disclosed in this Policy.  In most instances, You may have the option to withhold certain requested information; however if You choose to withhold or not provide requested information, We may not be able to provide You with the services or products You request.  In general, Our service automatically gathers certain usage information like the numbers and frequency of visitors on each of the Digital Tools.  While we generally only use such data in the aggregate, we may also collect more specific information about You to enhance Your user experience, as described herein. This collective data helps Us determine how much Our customers use parts of the Digital Tools, so We can improve the Digital Tools.  We may also track certain information about Your behavior on the Digital Tools.  We use this information to do internal research on Our users’ demographics, interests, and behavior to better understand and serve You and Our community.  This information may include the URL that You came from (whether this URL is on Our site or not), which URL You next go to (whether this URL is on Our site or not), what browser You are using, and Your IP address.

You may be required to create one or more accounts to access the Digital Tools or certain features on them.  When You activate an account through a Digital Tool, We collect information on which Digital Tool or Digital Tools You have created such account(s).  You may be required to create a personal profile providing personal information in order to access all the functionality offered on the different Digital Tools. 

Some of the information you provide to Us and on one or more of the Digital Tools is intended for public consumption and use, including photos, comments, message boards, reviews, and profiles.  You hereby agree to permit us to disclose, copy, reproduce, adapt, modify, and create derivative works from the information You provide, without compensation to You.  See “Project Collaboration” below.

Depending on the Digital Tool, You may be permitted  to create a ‘private account,’ in which case the information You post to the account is shared only between You and Us, subject to the terms of this Policy, unless You actively share it with others.  Alternatively, You may create a ‘public account,’ in which case the information about Your project can be shared on, and accessed by, social media outlets and sites for public viewing, subject to the terms of this Policy.  If You create a public account and later convert it to ‘private’ status, all the information You shared prior to the conversion will remain in the public domain and on social media sites.  PLEASE NOTE that any information or content You actively share on public and social media sites is at Your own risk, and is outside the scope of this Policy and Our control.

We use information in the file We maintain about You, and other information We obtain from Your current and past activities on the Digital Tools, to enhance Your user experience, resolve disputes, troubleshoot problems, or to enforce Our Terms of Service and End User License Agreement (“TOS”).

4.             Cookies.  A cookie is information stored directly on the computer You are using, that interacts with a Digital Tool when You visit, to assist Us in providing customized services.  We use cookies for a variety of purposes, such as:  (i) to display information more effectively to Our users, (ii) to help Us provide information which is targeted to Your interest, and (iii) to allow You to enter Your password less frequently during a session.  Any time a cookie is used, personal information is encrypted for Our use only and is protected from third-party access.  Additionally, You may encounter “cookies” or other similar devices on certain parts of the Digital Tools that are placed by third parties.  We do not control the use of cookies by third parties, and their use of their cookies is subject to their privacy practices and not ours.  When You visit a Digital Tool, We automatically receive the URL of the site from which You came and the site to which You are going when you leave such Digital Tool.  We also receive the Internet protocol address of Your computer, Your computer operating system and type of Web browser You are using, as Well as the name of Your ISP.  This information is used to analyze overall trends to help Us improve the Digital Tools.

5.             Disclosure of Your Personal Information.   We may disclose personally identifiable information about You to other companies or people when:  (i) You give Us Your consent to share the information; (ii) We need to share Your information to provide the product or service You have requested; (iii) We need to send the information to persons or companies who work on Our behalf to provide a product or service to You; (iv) if We are required to do so by applicable law as described more fully below; or (v) when We determine You have violated the TOS.  It is Our policy to cooperate with all law enforcement inquiries, as well as other third parties to enforce laws, such as:  intellectual property rights, fraud and other rights.  We may disclose (and You authorize Us to disclose) any information about You to law enforcement in response to subpoenas or court orders, or other government officials or agencies as We, in Our sole discretion, believe necessary or appropriate, in connection with an investigation of fraud, intellectual property infringements, or other activity that is a violation or potential violation of law or may expose Us or You to legal liability.

Due to the possibility of requirements from existing or future regulatory authorities or due to the current or future state of technology, We cannot ensure that all of Your private communications and other personally identifiable information will never be disclosed in ways not otherwise described in this Policy.  For purposes of illustration only, third parties may unlawfully intercept or access transmissions or private communications, or users may abuse or misuse Your information that they collect from one or more of the Digital Tools.  Therefore, although We use industry standard practices to attempt to achieve the stated goals of Our privacy policies, as a matter of practicality We cannot and We do not promise, and You should not expect, that Your personally identifiable information or private communications will always remain private.

6.             Service Providers.

                A)           External Providers.  We may, for Your convenience, provide some of Your personally identifiable information to an external service provider.  However, before We disclose Your personally identifiable information to an external service provider, You will see what data is about to be sent and have the ability to approve the disclosure.  To prevent Our disclosure of Your personally identifiable information to an external service provider, You can decline such disclosures or simply not use their services. 

                B)            Internal Providers.  We may use internal service providers to facilitate Our services (e.g., discussion boards, surveys, etc.).  In such event, We may provide some of Your personally identifiable information directly to them, and such internal service providers may collect information directly from You (such as if We ask an internal service provider to conduct a survey for Us and that provider asks You for information while conducting the survey).  If We provide any of Your information to an internal service provider, such internal service provider’s use of such information shall be restricted by confidentiality agreements.  If You provide additional information to an internal service provider directly, then their use of Your information will be governed by their applicable privacy policy.  Personally identifiable information posted by a user to a public section of a Digital Tool is not governed by this Policy and We shall not be responsible for any release of such information.  Furthermore, We are not responsible for removal of such personally identifiable information from any such public section of a Digital Tool.

7.             Other Entities.  We may share much of Our data, including personally identifiable information about You, with Our subsidiaries, affiliates, business partners, members, independent retailers, franchisees and Our credit card/debit card processor.  To the extent that these entities have access to Your information, they will treat it at least as protectively as they treat information they obtain from their other users.

8.             Advertisers.  If We collect from the data We receive personally identifiable information, such information will be disclosed to advertisers and other third parties for other marketing and promotional purposes only in a manner which does not personally identify that information (such as disclosing information in the aggregate, by reference to averages or trends, or by reference to a “user” without providing the personally identifying information for that user).  We will not disclose to these entities any information that could be used to identify You personally (for example, Your name, email address, password, credit card number, and bank account number).

9.             Identification of User in each Digital Tool.  You will be identified throughout each Digital Tool by Your Logon or Your email address applicable to such Digital Tool (“User ID”).  Your User ID can be used to identify You and Your activities throughout such Digital Tool an Your usage of the products and services provided in such Digital Tool, and other users may be able to identify You based on User ID items that You have purchased in the past, requested a bid in the past, any ratings or comments You may provide, any postings You may place on such Digital Tool, etc.

10.          Control of Your Password.  You are responsible for all actions taken with Your User ID and password, including any costs, fees or charges incurred.  For this reason, You should not share Your password with anyone else.  If You choose to share or disclose Your User ID, password, or Your information with third parties to provide You additional services, You should review that third party’s privacy policy.  If You lose control of Your password, You may lose substantial control over Your personally identifiable information and may be subject to legally binding actions taken on Your behalf.  NOTE:  If Your password has been compromised for any reason, You should promptly e-mail Us at [email protected]  and [email protected] and notify Us that Your password has been compromised.  If You share Your password or account access with Your Pro (which is described more fully below), You may compromise the security of Your account.

11.          Security.  Even though We utilize various security techniques to protect data from unauthorized access by users inside and outside the company, “perfect security” does not exist on the Internet or other digital network.  Please note that e-mail and internet traffic are not secure.  To help safeguard Your information, We suggest the following:  (i) You do not share Your USER ID or password with anyone; (ii) change Your password regularly; and (iii) remember to sign off and/or close any Digital Tool once You have submitted an application for a product or service online, or completed an online session.

Please note there is a risk of Your personally identifiable information and communications, including credit-card information, being accessed, stolen, or “hacked” by third parties:  (i) from any Digital Tool, (ii) during communication between You and Us, (iii) while resident on Your computer, cell phone, tablet or other device, or (iv) via access to Pros to whom You have granted access to Your account.  Current technology does not prevent such activity.

12.          Spam.  We do not condone “spam” or unsolicited junk e-mail.  We are not responsible for this unfortunate activity, and cannot stop it from occurring when it originates from outside the Digital Tools.  We will take reasonable action against any person who uses Our email products as the launching pad for spam.

13.          Editing Account Information. We will provide You with the ability to access and edit the information You have provided to Us. You can update Your account, edit Your profile, and deactivate Your account through the Digital Tools.  If You utilize more than one Digital Tool, You may be required to terminate Your account separately through each applicable Digital Tool.  In the event You deactivate Your account, such information will be deactivated as soon as reasonably possible in accordance with Our deactivation policy and applicable law.  We may retain in Our files information You have requested to remove from internet access, and may use such information in some circumstances, such as to resolve disputes, troubleshoot problems, and enforce Our TOS.  Further, such prior information is never completely removed from Our databases due to technical and legal constraints, including stored “back up” systems.  Therefore, You should not expect that all of Your personally identifiable information will be completely removed from Our databases in response to Your requests.

14.           Change of Privacy Policy.  We reserve the right to change this Policy from time to time.  If We make any changes to this Policy, We will post those changes here so that You will always know what information We gather, how We might use that information and whether We will disclose it to anyone.  In addition, We may communicate to You through email on the use of the Digital Tools, Your account and other matters.

15.          Use of Digital Tools; Communication.  Use of one or more Digital Tools constitutes acceptance of this Policy as it is now written and as it may be modified from time to time and appears on the Digital Tools.  You specifically agree to check back from time to time to ensure that You are familiar with this Policy as it may exist from time to time, but also agree that You are bound by such Policy as the same may exist on these pages, whether or not You have actually viewed them in their then-current form.  We and You may communicate through email, text messages, social media sites, and other electronic communication formats.  Your use of such communication formats constitutes Your consent to Our use of them to communicate with You. You may withdraw Your consent by giving notice to us through the relevant communication format, or by mail at Our address provided in the TOS. 

16.       Specific Provisions Relating to “Project Collaboration” and Image Submissions.  You may voluntarily submit to Us, through the Site, app, social media sites or other means, photos of and/or information about a home or commercial new build, renovation or improvement project conducted by You (“Project Information”).  You agree that the Project Information You submit may be used by Us, and may be published and used on the Site and in all other mediums, and may be used by the Site’s partners and affiliated companies.  The Project Information will be stored on the Site or other medium, and may be made available to You and others You select as a convenience to You as You conceptualize, undertake, and complete Your project. You acknowledge and agree that We have no obligation to post, display, or otherwise make publicly available any Project Information submitted by You, and may, in Our sole discretion (and for no reason), remove, edit, modify, or delete any Project Information, or portions thereof, that You submit. By submitting Project Information to Us, You hereby grant Us an irrevocable, non-exclusive, and royalty-free right to use, reproduce, edit, display, transmit, prepare derivative works of, modify, publish, and otherwise make use of the Project Information in any and all media, whether now known or hereinafter created, throughout the world and for any lawful purpose (“License”); the License shall be for 75 years following Your submission, and it may be extended and sublicensed by Us to Our partners and affiliates, without additional consideration to You. The rights granted by You to Us include, but are not limited to, the right to resize, crop, censor, compress, edit, feature, caption, affix logos to, and otherwise alter and make use of the Project Information. By voluntarily submitting Project Information, You represent that the Project Information does not, and shall not, infringe on any copyright, trademark, or other intellectual property rights, or any rights of privacy or publicity, of any person or entity, or any other right of any third party, and that You have the right to grant any and all rights and licenses to Us in connection with the Project Information. You hereby agree, at your expense, to hold harmless, indemnify, and defend Us, our affiliated companies and the entities they manage, and their officers, directors, employees, and agents from all claims for infringement of intellectual property and privacy rights of any kind, including claims by other parties. You understand and intend that Project Information submitted by You may be available for viewing, rating, review, and comment on by the public, and understand that comments or ratings with which You disagree or are unhappy about may be published or otherwise become associated with Project Information You submit. By submitting Project Information, You hereby agree to remove any personally identifiable information about You, the residence, the address, and all persons who appear in, or are referred to, in the Project Information; but You hereby waive any privacy expectations or claims, and You acknowledge that it may not be possible or practical to remove all personally identifiable information embedded in the Project Information; You hereby acknowledge and agree that We have no obligation to remove, or attempt to remove, personally identifiable information from Your Project Information.

17.          Use by Home-Improvement Professionals; Exchange of Information.  Home-improvement professionals (“Pros”) may register and use the Digital Tools.  Subject to the terms of this Policy, Pros are permitted to use the Pro features offered on the Digital Tools, promote their businesses to You, and service their customers who use the Digital Tools.  The applicable terms and conditions of this Policy apply to Pros who use the Digital Tools.  Except as otherwise set forth in this Policy, Pros must treat Your confidential and personal information as confidential.  We may provide Pros with access to the Digital Tools, including but not limited to the Pro App, all of which are subject to this Policy and the TOS.

You may grant Your Pro(s) access to Your account, profile, and personal information on and through one or more of the Digital Tools.  If you do, You are responsible for the use of that information by Your Pro.  By granting access to your Pro, You also grant them access to Your transaction history with Us.  Your Pro may grant You access to Your Pro’s account, profile, and information on one or more of the Digital Tools.  If they do, Your Pro is responsible for Your use of that information.

We may provide You with a list of Pros to utilize for your project.  The list is based on Our experience with those Pros and the recommendation of other users; however, we make no representation or warranty as to the quality of their work or their capabilities.  See the TOS.

18.          Your Postings and Reviews Must be Authorized and Made in Good Faith.  By posting or providing material to a Digital Tool, You represent that you own, or have the right to use, and permit Us to use, such material, including images, on such Digital Tool and in the manner contemplated herein.  If You post or provide an image, graphic, or architecture that is protected by intellectual property rights, You must obtain appropriate permission from the owner of the work.  You agree not to post or provide any material that belongs to any person other than You or that contains the name or likeness of any person other than You unless You obtain express permission to do so.

We may enable You to post ratings or reviews of vendors, service providers, and their products or services on the Site (“Reviews”).  You may not post Reviews about a vendor, service provider, or any of their products or services if you are:  (i) an employee, contractor, officer, or director of the vendor or service provider; or (ii) an employee, contractor, officer, or director of a competitor of the vendor or service provider unless you expressly disclose such status in your Review.  By posting a Review, you agree that it is:  (i) based on your first-hand experience with the vendor, service provider, product, or service that is the subject of the Review; (ii) accurate, truthful, and complete; and (iii) it is made in good faith and not for the purpose of extracting compensation or consideration from the vendor or service provider.  We reserve the right to edit, amend, or delete Reviews under the provisions of this Policy and the TOS.

 

November 2021

 

_________________________________________________________________________

 

Terms of Service

 

THIS IS A BINDING LEGAL AGREEMENT BETWEEN YOU (“You”, “Your” or the “Authorized User”) AND LEADING EDGE MARKETING, INC. A MISSOURI CORPORATION, OR ONE OF ITS SUBSIDIARY OR AFFILIATED COMPANIES, OR THE ENTITIES MANAGED BY THEM, WHICH HAS PROVIDED ONE OR MORE OF THE FOLLOWING (“We”, “Our” or “Company”): WEBSITES, INCLUDING BUT NOT LIMITED TO WWW.PROSOURCEWHOLESALE.COM, APPS, DIGITAL TOOLS AND/OR ANY PROGRAMS, SERVICES, TOOLS, MATERIALS, UPGRADES, UPDATES, ENHANCEMENTS, MODIFICATIONS, CHANGES, OR INFORMATION AVAILABLE THROUGH ANY OF THE FOREGOING OR USED IN CONNECTION THEREWITH (COLLECTIVELY, THE “DIGITAL TOOLS” AND INDIVIDUALLY A “DIGITAL TOOL”). BEFORE ACCESSING OR USING ANY ONE OR MORE OF THE DIGITAL TOOLS, YOU SHOULD READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS CONTAINED IN THIS TERMS OF SERVICE AGREEMENT (“TOS”) AS THEY GOVERN YOUR ACCESS TO AND USE OF EACH OF THE DIGITAL TOOLS  COMPANY IS WILLING TO LICENSE AND ALLOW THE USE OF THE DIGITAL TOOLS ONLY ON THE CONDITION THAT YOU ACCEPT AND AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS TOS.  IF YOU DO NOT AGREE WITH THIS TOS, YOU ARE NOT GRANTED PERMISSION TO ACCESS OR OTHERWISE USE ANY OF THE DIGITAL TOOLS AND ARE INSTRUCTED TO EXIT THE DIGITAL TOOLS IMMEDIATELY.

  1. LICENSE GRANT.  The Digital Tools are provided by Company, and this TOS provides to you a personal, revocable, limited, non-exclusive, royalty-free, non-transferable license to use the Digital Tools and any programs, services, tools, materials, or information made available through or from the Digital Tools conditioned on your continued compliance with the terms and conditions of this TOS.  This TOS permits you to use and access to the Digital Tools for personal or business purposes only (i) on a single laptop, workstation, or computer and (ii) from the Internet or through an on-line network, which includes access through a wireless network on your cellular phone or tablet.  You may also load information from the Digital Tools into your laptop’s, workstation’s, cell phone’s, tablet’s or computer’s temporary memory (RAM) and print and download materials and information from the Digital Tools solely for your personal or business use, provided that all hard copies contain all copyright and other applicable notices contained in such materials and information.  If you are using any of the Digital Tools on behalf of a company or other form of entity, please note that such a company or entity may have a separate agreement with Company regarding access and usage privileges for the Digital Tools, including, without limitation, a member services agreement with Company.  Nevertheless, your personal use of the Digital Tools will be subject to the obligations and restrictions regarding use of the Digital Tools as set forth in this TOS.
  2. RESTRICTIONS.  The foregoing license is limited.  You may not use, copy, store, reproduce, transmit, distribute, display, rent, lease, sell, modify, alter, license, sublicense, or commercially exploit any data provided by Company through any of the Digital Tools in any manner not expressly permitted by this TOS.  In addition, you may not modify, translate, decompile, create any derivative work(s) of, copy, distribute, disassemble, broadcast, transmit, publish, remove or alter any proprietary notices or labels, license, sublicense, transfer, sell, mirror, frame, exploit, rent, lease, private label, grant a security interest in, or otherwise use in any manner not expressly permitted herein any of the Digital Tools.  Moreover, you may not (i) use any “deep link,” “page scrape,” “robot,” “spider,” or other automatic device, program, script, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of any of the Digital Tools or in any way reproduce or circumvent the navigational structure or presentation of any of the Digital Tools to obtain or attempt to obtain any materials, documents, or information through any means not purposely made available through such Digital Tools , (ii) attempt to gain unauthorized access to any portion or feature of the Digital Tools, including, without limitation, the account of any other authorized user(s), or any other systems or networks connected to any of the Digital Tools or to any Company server or to any of the services offered on or through any of the Digital Tools, by hacking, password “mining,” or any other illegitimate or prohibited means, (iii) probe, scan, or test the vulnerability of any of the Digital Tools or any network connected to any of the Digital Tools, nor breach the security or authentication measures on any of the Digital Tools or any network connected to any of the Digital Tools, (iv) reverse look-up, trace, or seek to trace any information on any other authorized user of or visitor to any of the Digital Tools, (v) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of any of the Digital Tools or Company’s systems or networks or any systems or networks connected to any of the Digital Tools, (vi) use any device, software, or routine to interfere with the proper working of any of the Digital Tools or any transaction conducted on any of the Digital Tools, or with any other person’s use of any of the Digital Tools, (vii) forge headers, impersonate a person, or otherwise manipulate identifiers in order to disguise your identity or the origin of any message or transmittal you send to Company on or through any of the Digital Tools, (viii) use any of the Digital Tools to harvest or collect e-mail addresses or other contact information; (ix) market, co-brand, private label, separately distribute, resell, or otherwise permit third parties to access and use any of the Digital Tools (or any part thereof) without Company’s express, separate, and prior written permission, or (x) use any of the Digital Tools in an unlawful manner or in a manner that could damage, disparage, or otherwise negatively impact Company.
  3. USER OBLIGATIONS.  By downloading, accessing, or using any of the Digital Tools in order to view Our information and materials or submit information of any kind, You represent that You are at least the legal age of majority and will, at all times, provide true, accurate, current, and complete information when submitting information or materials on any of the Digital Tools, including, without limitation, when You provide information via a Digital Tool’s registration or submission form.  If You provide any false, inaccurate, untrue, or incomplete information, Company reserves the right to terminate immediately Your access to and use of all Digital Tools.  In addition, You agree to abide by all applicable local, state, national, and international laws and regulations with respect to Your use of all Digital Tools.  Without limiting the generality of the foregoing, You agree that You shall not use nor disclose to any other party in a manner not permitted by this TOS any personally identifiable information, which You receive or which is made available from Company in connection with this TOS.  This TOS is also expressly made subject to any applicable export laws, orders, restrictions, or regulations.  You shall not export any of the Digital Tools (or access thereto) without complying with such laws, orders, restrictions, or regulations.  In addition, You also acknowledge and agree that use of the Internet, mobile networks and access to or transmissions or communications with the Digital Tools is solely at Your own risk.  While Company has endeavored to createsecure and reliable Digital Tools, You should understand that the confidentiality of any communication or material transmitted to/from the Digital Tools over the Internet, cellular network or other form of global communication network cannot be guaranteed.  Accordingly, Company is not responsible for the security of any information transmitted to or from any of the Digital Tools.  You agree to assume all responsibility concerning activities related to Your use of the Digital Tools, including, providing any support or meeting any requirements of Your contracts with third parties, obtaining and paying for all licenses and costs for third-party software and hardware necessary for implementation of the Digital Tools, and maintaining and backing up any data.  Any support, training, updates, upgrades, or maintenance of or for the Digital Tools shall only be available through the sole discretion of Company or pursuant to the terms and conditions of a separate written agreement with Company.
  4. DELIVERY OF INFORMATION.  When using and/or to facilitate the operation of certain features of the Digital Tools, You may provide Company with additional content or information (a “Posting”).  In connection with delivering and providing to Company any such Posting, You hereby and automatically grant to Company a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable right and license (through multiple tiers) to copy, distribute, create derivative works from, display, modify, reformat, transmit, and otherwise use any such content or information as necessary in connection with the Digital Tools and Company’s service obligations in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content or information.  With respect to any such content or information, You must also obtain at Your sole expense all necessary consents, rights, permissions, and clearances (and provide Company with reasonable proof thereof (if requested)) required for Company to use such content or information in connection with Company’s services and the Digital Tools.  Notwithstanding the foregoing, You acknowledge and agree that Company shall not be responsible for any failures, inoperability, delays, or problems caused by Your failure to obtain the necessary rights, clearance or permission or to provide any necessary content or information for Your use of the Digital Tools in a timely or accurate manner.  Moreover, Company assumes no responsibility for the deletion of or failure to store any content or information.
  5. OTHER TERMS AND CONDITIONS.  Additional notices, terms, and conditions may apply to membership, receipt of services, participation in a particular program, conference, training, or seminar, Authorized User registration with the Digital Tools, and/or to other specific portions or features of the Digital Tools, all of which are made a part of this TOS by this reference.  In particular, this TOS, in and of itself, shall not entitle You to any of the Company membership benefits until You execute and Company accepts Company’s member services agreement with Company.  You agree to abide by such other notices, terms, and conditions.  If there is a conflict between this TOS and the terms posted for or applicable to a specific portion of the Digital Tools, the latter terms shall control with respect to Your use of that portion of the Digital Tools.  Company’s obligations, if any, with respect to its programs, services, tools, materials, or information are governed solely by the terms, conditions, notices, and agreements pursuant to which they are provided, and nothing on this TOS should be construed to alter such terms, conditions, notices, and agreements.
  6. USER NAME-HANDLING POLICY.  Registration as an authorized user for access to certain areas of the Digital Tools, namely, the Company member area, may require both a user name and a password.  Only one authorized user can use one user name and password and, thus, one account.  By limiting access, it helps avoid unauthorized usage by other persons or entities because anyone with knowledge of both Your user name and password can gain entry to the Digital Tools and to Your account.  Accordingly, by using the Digital Tools, You agree to consider Your user name and password as confidential information and to keep Your user name and password confidential.  You also agree not to use another authorized user’s user name and password.  You will immediately notify Company if You become aware of any loss or theft of Your password or any unauthorized use of Your user name and password.  Company cannot and will not be liable for any loss or damage arising from Your failure to comply with these obligations.  Company reserves the right to delete or change (with notice) a user name or password at any time and for any reason.
  7. PRIVACY POLICY.  You understand, acknowledge, and agree that the operation of certain programs, services, tools, materials, or information of the Digital Tools requires the submission, use, and dissemination of various personal identifying information.  Accordingly, if You wish to access and use those programs, services, tools, materials, or information of the Digital Tools, You acknowledge and agree that Your use of the Digital Tools will constitute acceptance of Company’s personal identifying information collection and use practices.  Please see Company’s Privacy Policy for a summary of Company’s personal identifying information collection and use practices.  Such Policy is incorporated herein and a part hereof.
  8. POSTINGS.  The Digital Tools may contain blogs, message boards, comment areas, questionnaires, chat rooms, and other interactive features where authorized users can share and display certain Postings.  To the extent that the Digital Tools contain such communication forums (collectively, “Forums”), You agree that by using the Digital Tools You will not post or transmit any of the following materials on a Digital Tool’s Forums:
    1. anything that interferes with or disrupts the Digital Tools or the operation thereof,
    2. statements or material that defames, harasses, abuses, stalks, threatens, intimidates, or in any way infringes on the rights of others,
    3. unauthorized copyrighted materials or any other material that infringes on the intellectual property rights, trade secrets, or privacy of others,
    4. statements or material that violates other contractual or fiduciary rights, duties, or agreements,
    5. statements or material that is bigoted, hateful, or racially offensive,
    6. statements or material that encourages criminal conduct or that would give rise to civil liability or otherwise violates any law or regulation in any jurisdiction,
    7. statements or material that constitutes anti-competitive collaboration and/or antitrust violations,
    8. statements or material that contains vulgar, obscene, profane, or otherwise objectionable language or images that typically would not be considered socially or professionally responsible or appropriate in person,
    9. statements or material that harms minors,
    10. Programs, products, or services competitive with, or detrimental to, Company’s programs, products, or services,
    11. statements or material that impersonates any other person or entity, whether actual or fictitious, including, without limitation, employees and representatives of Company,
    12. statements or material that misrepresents Your affiliation with any entity or Company,
    13. anything that violates the privacy or publicity rights of any other person, including, without limitation, displaying any personal identifying information of another individual,
    14. chain letters, Ponzi schemes, multi-level marketing plans, or pyramid schemes,
    15. statements or material that constitutes junk mail, spam, or unauthorized advertising or promotional materials,
    16. statements or material that are “off-topic” for a designated Forum, and
    17. files that contain malicious code, viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer, network, or any of the Digital Tools.

As Forums are public (or semi-public for member use), the Authorized User experience is enhanced if You follow the foregoing and following guidelines.  Please use netiquette.  Please do not post any content or information of a personal nature, such as video or audio of friends and family.  Please be succinct and stay on topic within a particular Forum.  Please remember to respect others and their opinions.  Company encourages open and sincere communication, but urges all authorized users to remember that Forums are intended to be a resource for all.

  1. PERMISSION TO USE POSTINGS.  You represent that You have all necessary rights to make the Posting available to Company and a Forum, and You also acknowledge that such Postings are non-confidential for all purposes and that Company has no control over the extent to which any idea or information may be used by any party or person once it is posted or displayed.  Accordingly, notwithstanding this right and license, it is understood that by merely permitting Your information, content, and materials to appear on one or more of the Digital Tools, Company has not become and is not a publisher of such information, content, and materials and is merely functioning as an intermediary to enable You to provide and display a Posting.  Moreover, Company assumes no responsibility for the deletion of or failure to store any Posting and recommends that You do not post, display, or transmit any confidential or sensitive information.
  2. NO PRE-SCREENING OF POSTINGS.  Company is not responsible for screening, policing, editing, or monitoring Your or another authorized user’s Postings and encourages all of its authorized users to use reasonable discretion and caution in evaluating or reviewing any Posting.  Moreover, and except as provided below with respect to Company’s right and ability to delete or remove a Posting (or any part thereof), Company does not endorse, oppose, or edit any opinion or information provided by You or another authorized user and does not make any representation with respect to, nor does it endorse the accuracy, completeness, timeliness, or reliability of any advice, opinion, statement, or other material displayed, uploaded, or distributed by You or any other authorized user.  Nevertheless, Company reserves the right to delete or take other action with respect to Postings (or parts thereof) that Company believes in good faith violate this TOS and/or are, or are potentially, unlawful or harmful to Company or its products, services, and goodwill.  If You violate this TOS, Company may, in its sole discretion, delete the unacceptable content from Your Posting, remove or delete the Posting in its entirety, issue You a warning, and/or terminate Your use of the Digital Tools.  Moreover, it is a policy of Company to take appropriate actions under the Digital Millennium Copyright Act under U.S. Copyright Law and other applicable intellectual property laws.  If You become aware of Postings that violate these rules regarding acceptable behavior or content, You may contact Company as provided below.
  3. PROPRIETARY RIGHTS.  This TOS provides only a limited license to access and use the Digital Tools.  Accordingly, You expressly acknowledge and agree that Company transfers no ownership or intellectual property interest or title in and to the Digital Tools to You or anyone else.  All text, graphics, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including html code), programs, software, products, information, and documentation as well as the design, structure, selection, coordination, expression, “look and feel,” and arrangement of any content contained on or available through any or all of the Digital Tools, unless otherwise indicated, are owned, controlled, and licensed by Company and its successors and assigns and are protected by law including, but not limited to, United States copyright, trade secret, patent, and trademark law, as well as other state, national, and international laws and regulations.  Except as expressly provided herein, Company does not grant any express or implied right to You or any other person under any intellectual or proprietary rights.  Accordingly, Your unauthorized use of any of the Digital Tools may violate intellectual property or other proprietary rights laws as well as other laws, regulations, and statutes.  Please be aware that Company does enforce its intellectual property rights to the fullest extent of the law and, in particular and without limitation, with respect to illegal use of terms confusingly similar to any of Company’s trademarks.  All rights reserved.  Company also owns a copyright in the contents of the Digital Tools as collective work and/or compilation and in the selection, coordination, arrangement, and enhancement of the content of the Digital Tools.  Any downloadable or printable programs, directories, databases, information, or materials available through any and all of the Digital Tools and all copyrights, trade secrets, and know-how related thereto, unless otherwise indicated, are owned by Company.  Company, the Company logo, and all other names, logos, and icons identifying Company and its programs, products, and services are proprietary trademarks of Company, and any use of such marks, including, without limitation, as domain names, without the express written permission of Company is strictly prohibited.  Other service and entity names mentioned herein may be the trademarks and/or service marks of their respective owners.
  4. FEEDBACK AND SUBMISSIONS.  Company welcomes Your feedback and suggestions about Company’s products or services or the Digital Tools.  By transmitting any suggestions, information, material, or other content (collectively, “feedback”) to Company, You represent and warrant that such feedback does not infringe or violate the intellectual property or proprietary rights of any third party (including, without limitation, patents, copyrights, or trademark rights) and that You have all rights necessary to convey to Company and enable Company to use such feedback.  In addition, any feedback received through the Digital Tools will be deemed to include a royalty-free, perpetual, irrevocable, transferable, non-exclusive right and license for Company to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works, and display (in whole or in part) worldwide, or act on such feedback without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content, and You hereby waive any claim to the contrary.
  5. LINKS TO OTHER SITES AND APPS.  Company may provide links, in its sole discretion, to other websites or apps for Your convenience in locating or accessing related information, products, and services.  These sites have not necessarily been reviewed by Company and are maintained by third parties over which Company exercises no control.  Accordingly, Company expressly disclaims any responsibility for the content, the materials, the accuracy of the information, and/or the quality of the products or services provided by, available through, or advertised on these third-party websites and apps.  Moreover, these links do not imply an endorsement with respect to any third party or any website, app, or the products or services provided by any third party.
  6. THIRD-PARTY PRODUCTS/SERVICES.  Company, in its sole discretion, may post the advertisements of third parties on the Digital Tools and/or feature materials, programs, products, and services provided by third parties, including, without limitation, Company’s members.  Company makes no representations with respect to, nor does it guarantee or endorse, the quality, non-infringement, accuracy, completeness, timeliness, reliability, or correct sequencing of such third-party materials, programs, products, and services or any other materials, programs, products, and services which such third-party materials, products, and services may access.  Your correspondence or any other dealings with third parties found on the Digital Tools are solely between You and such third party.  Accordingly, Company expressly disclaims responsibility and liability for all third-party provided materials, programs, products, and services contained on or accessed through the Digital Tools, and You agree that Company shall not be responsible for any loss or damage of any sort incurred as a result of any such dealings or as the result of the presence of such third parties on the Digital Tools.
  7. DISCLAIMER.  WHILE COMPANY ENDEAVORS TO PROVIDE RELIABLE INFORMATION, SERVICES, PROGRAMS, SOFTWARE, AND MATERIALS, THE INFORMATION, SERVICES, PROGRAMS, SOFTWARE, AND MATERIALS AVAILABLE ON OR THROUGH THE DIGITAL TOOLS ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS AND MAY INCLUDE ERRORS, OMISSIONS, OR OTHER INACCURACIES.  COMPANY IS ALSO NOT RESPONSIBLE FOR ANY POSTINGS PROVIDED BY YOU THAT ARE AVAILABLE THROUGH OR FROM THE DIGITAL TOOLS.  MOREOVER, COMPANY MAY MAKE MODIFICATIONS AND/OR CHANGES IN THE DIGITAL TOOLS OR IN THE INFORMATION, SERVICES, PROGRAMS, SOFTWARE, AND MATERIALS AVAILABLE ON THE DIGITAL TOOLS AT ANY TIME AND FOR ANY REASON.  YOU ASSUME THE SOLE RISK OF MAKING USE AND/OR RELYING ON THE INFORMATION, SERVICES, PROGRAMS, AND MATERIALS AVAILABLE ON THE DIGITAL TOOLS.  COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE RESULTS THAT CAN BE ACHIEVED FROM OR THE SUITABILITY, COMPLETENESS, TIMELINESS, RELIABILITY, LEGALITY, OR ACCURACY OF THE INFORMATION, SERVICES, PROGRAMS, AND MATERIALS AVAILABLE ON THE DIGITAL TOOLS FOR ANY PURPOSE, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OR ANY OTHER IMPLIED WARRANTY UNDER THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT AS ENACTED BY ANY STATE.  Company ALSO MAKES NO REPRESENTATION OR WARRANTY THAT THE Digital Tools WILL OPERATE ERROR FREE OR IN AN UNINTERRUPTED FASHION OR THAT ANY FILES OR INFORMATION THAT YOU DOWNLOAD FROM THE SITE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES.
  8. LIMITATION OF LIABILITY.  You expressly absolve and release Company from any claim of harm resulting from a cause beyond Company’s control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other connection problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes, or other labor problems, wars, or governmental restrictions.  MOREOVER, IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE DIGITAL TOOLS, WITH THE DELAY OR INABILITY TO USE THE DIGITAL TOOLS, OR FOR ANY INFORMATION, SERVICES, PROGRAMS, PRODUCTS, AND MATERIALS AVAILABLE THROUGH THE DIGITAL TOOLS, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY.  NOTWITHSTANDING THE FOREGOING, TOTAL LIABILITY OF COMPANY FOR ANY REASON WHATSOEVER RELATED TO USE OF THE DIGITAL TOOLS SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO COMPANY IN CONNECTION WITH THE SUBJECT MATTER OF THE PARTICULAR DISPUTE DURING THE PRIOR THREE MONTHS.
  9. INDEMNITY.  You agree to defend, indemnify, and hold harmless Company and its affiliates and all of their respective employees, agents, directors, officers, shareholders, attorneys, successors, and assigns from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees and litigation expenses) relating to or arising from any breach by You of this TOS.
  10. TAXES.  You hereby agree to timely pay, or collect and remit, or reimburse, any sales, use, ad valorem, property, and intangibles taxes arising out of the access to, and use of, the Website and the products and services thereon, including any such taxes levied or assessed against Company.
  11. NOTICE OF SECURITY BREACH.  In addition to the foregoing indemnification obligation, if You discover or are notified of a breach or potential breach of security with respect to any personally identifiable information provided or made available by Company, You shall immediately (i) notify Company of such breach or such potential breach and (ii) if the applicable data was in Your possession or control, including, without limitation, in instances where such possession or control was permitted by this TOS at the time of such breach or potential breach, You shall immediately (a) investigate such breach or such potential breach, (b) inform Company of the results of such investigation, (c) assist Company using commercially reasonable efforts in maintaining the confidentiality of such information, and (d) assist Company as reasonably necessary to enforce Company’s rights and to enable Company to comply with any state or federal law requiring the provision of notice of any security breach with respect to any personally identifiable information of the affected or impacted data subjects.
  12. GOVERNING LAW.  This TOS has been made in and will be construed and enforced solely in accordance with the laws of the United States of America and the State of Missouri (without regard to principles of conflicts of laws), as applied to agreements entered into and completely performed in the State of Missouri.  You and Company each agree to submit to exclusive subject matter jurisdiction, personal jurisdiction, and venue of a court of competent jurisdiction in St. Louis County, Missouri, or the Federal District Court for the Eastern District of Missouri, for any disputes between us under or arising out of this TOS.  You also agree to waive any right to a jury trial in connection with any action or litigation in any way arising out of or related to this TOS.  Any claim You might have against Company must be brought within two years after the cause of action arises, or such claim or cause of action is barred.  You acknowledge and agree that any applicable state law implementation of the Uniform Computer Information Transactions Act (including any available remedies or laws) shall not apply to this TOS and is hereby disclaimed.  Company makes no representation that the Digital Tools are appropriate or available for use in other locations outside the United States and Canada, and access to the Digital Tools from states, territories, or nations where any aspect of the Digital Tools is illegal is prohibited.  You access the Digital Tools on Your own volition and are responsible for compliance with all applicable local laws with respect to Your access and use of the Digital Tools.  A printed version of this TOS and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this TOS to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.  Please contact Company if You wish to receive a printed copy of this TOS.
  13. ENFORCING SECURITY ON THE SITE.  Actual or attempted unauthorized use of the Digital Tools may result in criminal and/or civil prosecution, including, without limitation, punishment under the Computer Fraud and Abuse Act of 1986 under U.S. federal law, as amended.  Company reserves the right to view, monitor, and record activity on the Digital Tools without notice or permission from You, including, without limitation, by archiving notices or communications sent by You through the Digital Tools.  Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with investigation or prosecution of possible criminal or unlawful activity on the Digital Tools as well as to disclosures required by or under applicable law or related government agency actions.  Company will also comply with all court orders involving requests for such information.  In addition to the foregoing, Company reserves the right, at any time and without notice, to modify, suspend, terminate, or interrupt operation of or access to the Digital Tools, or any portion of the Digital Tools, in order to protect the Digital Tools, Company, or Company’s business.
  14. TERM AND TERMINATION.  This TOS and Your right to use the Digital Tools will take effect at the moment You click “I ACCEPT” or You install, access, or use the Digital Tools and is effective until terminated as set forth below.  This TOS will terminate automatically if You click “I REJECT.”  In addition, Company reserves the right at any time and on reasonable grounds, which shall include, without limitation, any reasonable belief of fraudulent or unlawful activity or actions or omissions that violate any term or condition of this TOS, to deny Your access to the Digital Tools or to any portion thereof in order to protect its name and goodwill, its business, and/or other authorized users, and this TOS will also terminate automatically if You fail to comply with this TOS, subject to the survival rights of certain provisions identified below.  Termination will be effective without notice.  You may also terminate this TOS at any time by ceasing to use the Digital Tools, but all applicable provisions of this TOS will survive termination, as identified below.  Upon termination, You must destroy all copies of any aspect of the Digital Tools in Your possession.  In addition to the miscellaneous section below, the provisions concerning Company’s proprietary rights, feedback, indemnity, disclaimers of warranty, limitation of liability, and governing law will survive the termination of this TOS for any reason.
  15. CONTACT INFORMATION.  You may contact Company about this Agreement, the Privacy Policy, and the Website at:  CCA Global Partners, Inc., Attention:  In-house Counsel, 4301 Earth City Expressway, St. Louis, Missouri 63045-1334, telephone 314-506-0000.
  16. MISCELLANEOUS.  You acknowledge that any breach, threatened or actual, of this TOS will cause irreparable injury to Company, such injury would not be quantifiable in monetary damages, and Company would not have an adequate remedy at law.  You therefore agree that Company shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of Your obligations under any provision of this TOS.  Accordingly, You hereby waive any requirement that Company post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to Company to enforce any provision of this TOS.  The parties agree that this TOS is for the benefit of the parties hereto as well as Company’s licensors.  Accordingly, this TOS is personal to You, and You may not assign Your rights or obligations to any other person or entity without Company’s prior written consent.  Failure by Company to insist on strict performance of any of the terms and conditions of this TOS will not operate as a waiver by Company of that or any subsequent default or failure of performance.  If any provision (or part thereof) contained in this TOS is determined to be void, invalid, or otherwise unenforceable by a court of competent jurisdiction or on account of a conflict with an applicable government regulation, such determination shall not affect the remaining provisions (or parts thereof) contained herein and the illegal, invalid, or unenforceable clause shall be modified in compliance with applicable law in a manner that most closely matches the intent of the original language.  No joint venture, partnership, employment, or agency relationship exists between You and Company as result of this TOS or Your utilization of the Digital Tools.  Headings herein are for convenience only.  This TOS, along with the Company’s Privacy Policy, represents the entire agreement between You and Company with respect to use of the Digital Tools, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written between You and Company with respect to the Digital Tools.

 

November 2021

 


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