These Terms & Conditions (“Terms”) are entered into between Avasant, LLC and its affiliates (collectively “Avasant”) and the entity accepting these terms (“Organization”). “Organization” shall also include, without limitation, all affiliates, employees, shareholders, officers, directors or authorized users. By registering the Organization on the Global Equations website (“Platform”), you hereby represent and warrant that (a) you have full legal authority to bind the Organization to these Terms; (b) you have read and understand these Terms; and (c) you agree, on behalf of the Organization, to these Terms. If you do not have the legal authority to bind the Organization, please do not click to accept. This Agreement is made effective on the date you click to accept the Terms (“Effective Date”) and governs the Organization’s access to and use of the Service.
Avasant reserves the right to vary or amend or change or update the Terms from time to time in its sole discretion. Updated terms will become effective and binding upon the Organization and all of its users upon posting.
Avasant may provide access to certain portions of the Platform free of charge. Access to other functionalities of the Platform will be subject to subscription fees. Access to such functionalities will be subject to full payment of all applicable subscription fees by Organization to Avasant. If the Organization elects to pay by invoice (and Avasant agrees), all fees are due as set forth in the invoice. The Organization’s obligation to pay all fees is non-cancellable. Payments made via wire transfer must include the bank information provided by Avasant. Avasant reserves the right to revise the subscription fees at any time in its sole discretion.
Content Downloaded from Platform
All content on the Platform including, without limitation, text, design, information, graphics, logos, icons, images, audio clips, downloads, articles, research papers, interfaces, code and software, as well as the selection and arrangement thereof), is the exclusive property of and is owned by Avasant (or its licensors) and is protected by copyright, trademark and other applicable laws. The Organization may access, copy, download and print the material contained on the Platform for its personal and non-commercial use, provided that it does not modify or delete any copyright, trademark or other proprietary notice that appears on the material accessed, copied, downloaded or printed. Any other use of content on the Platform, including but not limited to the modification, distribution, transmission, performance, broadcast, publication, uploading, licensing, reverse engineering, transfer or sale of, or the creation of derivative works from, any material, information, software, products or services obtained from the Platform, or use of the Platform for purposes competitive to Avasant, is expressly prohibited.
The Organization agrees to abide by all additional restrictions displayed on the Platform as they may be updated from time to time. Avasant reserves the right to refuse or cancel any person’s registration for the Platform, remove any person from the Platform or prohibit any person from using the Platform for any reason whatsoever. Avasant, or its subsidiaries or their licensors or content providers, retain full and complete title to the material provided on the Platform, including all associated intellectual property rights, and provide this material to the Organization under a license that is revocable at any time in Avasant’s sole discretion. Avasant neither warrants nor represents that Organization’s use of materials on the Platform will not infringe rights of third parties not affiliated with Avasant.
The Organization may not use contact information provided on the Platform for unauthorized purposes, such as marketing or unapproved or prohibited commercial uses. The Organization may not use any hardware or software intended to damage or interfere with the proper working of the Platform or to surreptitiously intercept any system, data or personal information from the Platform. The Organization agrees not to interrupt or attempt to interrupt the operation of the Platform in any way. Avasant reserves the right, in its sole discretion, to limit or terminate the Organization’s access to or use of the Platform at any time without notice.
Material Provided for General Information Only
The material on the Platform is provided for general information only, and should not be relied upon or used as the sole basis for making decisions without consulting primary and other sources of information. The Organization understands and acknowledges that any reliance on the material on the Platform is at its own risk. Avasant is not responsible for the accuracy, completeness or currency of the information made available on the Platform.
Organization acknowledges that it is responsible for any material it may submit via the Platform or otherwise for being uploaded on the Platform, including the legality, reliability, appropriateness, originality and copyright of any such material. User content (e.g., blog posts, emails, videos, graphic content) must in their entirety comply with all applicable federal, state, local and international laws and regulations. Additional content rules for user content include the following (collectively, “Content Standards”). These rules may be updated from time to time and posted on the Platform.
Organization may not upload to, distribute or otherwise publish through the Platform any content that:
(1) is false, obscene, fraudulent, libelous, defamatory, abusive, indecent, offensive, harassing, threatening violent, or hateful;
(2) promotes or contains sexually explicit or pornographic material, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
(3) is confidential, proprietary, invasive of privacy or publicity rights, or infringing on patents, trademarks, copyrights, trade secrets or other intellectual property rights, abusive, illegal or otherwise objectionable;
(4) may constitute or encourage a criminal offense, violate the rights of any party or otherwise give rise to liability or violate any law;
(5) involves commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising; or
(6) may contain software viruses, political campaigning, chain letters, mass mailings, or any form of “spam.” Furthermore, the Organization may not use other identifying information, impersonate any person or entity or otherwise mislead as to the origin of any content.
License to Submitted Content
To the extent that the Organization submits content through the Platform, it hereby grants to Avasant a perpetual, irrevocable, world-wide, non-exclusive, fully paid and royalty-free, assignable, sub-licensable and transferable license and right to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute and display such content which the Organization provides or makes available through the Platform. The Organization represents and warrants that it owns or otherwise controls all the rights to the content it provides to Avasant; that the content is accurate; that use of the content supplied by the Organization does not violate any provision herein and will not cause injury to any person or entity; and that the Organization will indemnify and defend Avasant for and against all claims resulting from the content supplied by the Organization.
Monitoring and Enforcement; Termination.
Avasant reserves the right to:
- Remove or refuse to post any of the content provided by the Organization for any or no reason in its sole discretion;
- Take any action with respect to any user content that Avasant deems necessary or appropriate in its sole discretion, including if Avasant believes that such user content violates the Terms, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Platform or the public or could create, in Avasant’s sole determination, liability for the Avasant;
- Take appropriate legal action, including without limitation, referral to law enforcement, or respond in legal proceedings, for any illegal or unauthorized use of the Platform;
- Terminate or suspend the Organization’s access to all or part of the Platform for any or no reason, including without limitation, any violation of these Terms; and
- Without limiting the foregoing, Avasant has the right to fully cooperate with any law enforcement authorities or court order requesting or directing it to disclose the identity or other information of anyone posting any materials on or through the Platform.
However, Avasant does not represent or warrant that it can review all material before it is posted on the Platform and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, Avasant assumes no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. Avasant shall have no liability or responsibility to anyone for performance or nonperformance of the activities described herein.
THE ORGANIZATION HEREBY WAIVES AND HOLDS AVASANT HARMLESS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY AVASANT OR ANY OF THE FOREGOING PARTIES DURING, OR AS A RESULT OF, ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF SUCH INVESTIGATIONS WITH RESPECT TO SUBMITTED CONTENT BY THE ORGANIZATION OR USERS AUTHORIZED BY THE ORGANIZATION.
Third Party Sites
The Platform may provide links to other third party websites for the user’s convenience and information. Those websites may be operated by companies not affiliated with the Avasant. Avasant shall have no responsibility for the content of any websites that linked from or to the Platform, nor for any loss or damage that may arise from such use of third party websites. Avasant has no control over the contents of such sites or resources, and accepts no responsibility for them. If the Organization decides to access any of the third party websites linked to the Platform, it does so entirely at its own risk and subject to the terms and conditions of use for such websites.
Trademarks, logos and service marks displayed on the Platform are registered and unregistered trademarks of Avasant, its subsidiaries, their licensors or content providers, or other third parties. All of these trademarks, logos and service marks are the property of their respective owners. Nothing on the Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark, logo or service mark displayed on the Platform without the owner’s prior written permission. Avasant reserves all rights not expressly granted in and to the Platform and its content.
- Organization understands that Avasant cannot and does not guarantee, represent or warrant that the Platform will be free of viruses or other destructive code. Organization is responsible for implementing sufficient procedures and checkpoints to satisfy its particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Platform for any reconstruction of any lost data. AVASANT WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT THE ORGANIZATION’S AND/OR ITS USER’S COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO USE OF THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM OR DUE TO THE DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO THE PLATFORM.
- THE ORGANIZATION ACKNOWLEDGES AND AGREES THAT IT ASSUMES FULL RESPONSIBILITY FOR ITS USE OF THE PLATFORM AND THAT ITS USE OF THE PLATFORM IS AT ITS SOLE RISK. THE PLATFORM IS PROVIDED ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS. AVASANT RESERVES THE RIGHT TO RESTRICT OR TERMINATE THE ORGANIZATION’S ACCESS TO THE PLATFORM OR ANY FEATURE OR PART THEREOF AT ANY TIME.
- NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY THE ORGANIZATION FROM AVASANT OR THROUGH OR FROM THE PLATFORM SHALL CREATE ANY WARRANTY OF ANY KIND. AVASANT EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR RELATING TO THE COURSE OF PERFORMANCE OR COURSE OF DEALING, AND ANY AND ALL WARRANTIES THAT MATERIALS, CONTENT, PRODUCTS, SERVICES, SOLUTIONS OR OTHER OFFERINGS ON (OR AVAILABLE THROUGH) THE PLATFORM ARE NONINFRINGING; THAT ACCESS TO THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE; THAT THE PLATFORM WILL BE SECURE; THAT THE PLATFORM OR THE SERVERS THAT MAKE THE PLATFORM AVAILABLE WILL BE VIRUS-FREE; OR THAT INFORMATION ON THE PLATFORM WILL BE COMPLETE, RELIABLE, ACCURATE OR TIMELY. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY THE ORGANIZATION FROM AVASANT OR THROUGH OR FROM THE PLATFORM SHALL CREATE ANY WARRANTY OF ANY KIND.
Limitation of Liability
- RECOGNIZING AND ACKNOWLEDGING THE FOREGOING, THE ORGANIZATION ACKNOWLEDGES AND AGREES THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER AVASANT NOR ITS SUBSIDIARIES, CUSTOMERS, SUPPLIERS OR THIRD PARTY CONTENT PROVIDERS WILL BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THE PLATFORM, OR ANY OTHER SITES ACCESSIBLE THROUGH A LINK FROM THE PLATFORM OR FROM ANY ACTIONS AVASANT TAKES OR FAILS TO TAKE AS A RESULT OF COMMUNICATIONS SENT BY THE ORGANIZATION TO AVASANT, OR THE DELAY OR INABILITY TO USE THE PLATFORM, OR FOR ANY INFORMATION, PRODUCTS OR SERVICES ADVERTISED IN OR OBTAINED THROUGH THE PLATFORM, AVASANT’S REMOVAL OR DELETION OF ANY MATERIALS SUBMITTED OR POSTED ON THE PLATFORM, OR OTHERWISE ARISING OUT OF THE USE OF THE PLATFORM, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF AVASANT, ITS SUBSIDIARIES, SUPPLIERS, OR OTHERS HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
- THIS FOREGOING LIMITATION APPLIES, WITHOUT LIMITATION, TO ANY DAMAGES OR INJURY ARISING FROM ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECTS, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUSES, FILE CORRUPTION, COMMUNICATION-LINE FAILURE, NETWORK OR SYSTEM OUTAGE, ORGANIZATION’S LOSS OF PROFITS, OR THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, LOSS OR USE OF ANY RECORDS OR DATA, AND ANY OTHER TANGIBLE OR INTANGIBLE LOSS. THE ORGANIZATION SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NEITHER AVASANT NOR ITS SUBSIDIARIES OR SUPPLIERS SHALL BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER OF THE PLATFORM. THE ORGANIZATION’S SOLE AND EXCLUSIVE REMEDY FOR ANY OF THE ABOVE CLAIMS OR ANY DISPUTE WITH AVASANT IS TO DISCONTINUE ITS USE OF THE PLATFORM AND RECEIVE A REFUND OF THE UNUSED PORTION OF THE FEES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, ALL OR A PORTION OF THE ABOVE LIMITATION ON DAMAGES AND EXCLUSIONS OF WARRANTIES DESCRIBED HEREIN MAY NOT APPLY TO THE ORGANIZATION.
The Organization agrees to indemnify, defend and hold harmless Avasant and its subsidiaries and their officers, directors, employees, contractors, agents, licensors, service providers, subcontractors and suppliers from and against any and all losses, liabilities, expenses, damages and costs, including reasonable attorneys’ fees and court costs, arising or resulting from the Organization’s use of the Platform and any violation of these Terms. If use of the Platform by the Organization or its authorized users causes a technical disruption of the Platform or the systems transmitting the Platform to the Organization or others, the Organization agrees to be responsible for any and all losses, liabilities, expenses, damages and costs, including reasonable attorneys’ fees and court costs, arising or resulting from that disruption. Avasant reserves the right, at its own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by the Organization and, in such case, the Organization agrees to cooperate with Avasant in the defense of such matter.
Entire Agreement and Admissibility.
These Terms and any policies or operating rules posted on the Platform constitute the entire agreement and understanding between the Organization and Avasant with respect to the subject matter thereof and supersede all prior or contemporaneous communications and proposals, whether oral or written, between the parties with respect to such subject matter. A printed version of these Terms shall be admissible in judicial or administrative proceedings based on or relating to use of the Platform to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Waiver and Severability
No waiver by the Avasant of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Avasant to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of this agreement is unlawful, void or unenforceable, the remaining provisions of these Terms will remain in full force and effect.
Certain software or other materials (“Software”) that may be available for download from the Platform may be further subject to United States Export Controls. No Software from the Platform may be downloaded or exported contrary to any applicable export law, including but not limited to any applicable prohibitions against download or export as follows: (a) into (or to a national or resident of) Cuba, Iran, Iraq, Libya, North Korea, Syria or any other country to which the United States has embargoed goods; or (b) anyone on the United States Treasury Department’s list of Specially Designated Nationals. By downloading or using Software downloaded from the Platform, the Organization agrees to abide by the applicable laws, rules and regulations — including, but not limited to the Export Administration Act and the Arms Export Control Act — and the Organization represents and warrants that it will not transfer, by electronic transmission or otherwise, this Software to a foreign national or a foreign destination in violation of the law.
Independent Contractors; No Agency Relationship.
No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended, nor shall anything herein be interpreted or construed to or create, either expressly or by implication, of these Terms.
All other feedback, comments, requests for technical support and other communications relating to the Platform should be directed to:
Attn: General Counsel
1960 E. Grand Ave., Ste. 1050
El Segundo, CA 90245