This is an Agreement (“Agreement”) between Compliance Risk Governance (“CRG”) and the individual or the company that the individual represents who is viewing this online agreement (“End User”, “you”, or “your”). Before accessing the CRG computer software, which contains CRG content and content supplied to CRG by third parties, along with associated documentation, media, and “online” or electronic documentation, and other content and updates (the “CRG Products”), you must agree to the terms contained in this License Agreement. You agree to accept these Terms by clicking the checkbox stating your acceptance of these terms and conditions or by actually using the CRG Products. Upon your acceptance of the terms and conditions, which is implied by your continued use of the CRG Products, CRG grants you a license (the “License”) to use and access the CRG Products based on the following terms and conditions:
BY ACCESSING THE CRG PRODUCTS, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY IT. IF YOU DO NOT AGREE TO ANY OF THE TERMS YOU SHOULD NOT ACCESS THE CRG PRODUCTS.
1. LICENSE. CRG grants you, subject to CRG’s receipt of all appropriate license fees, a restricted, non-exclusive, non-transferable, revocable license to access and use the CRG Products solely for your internal business purpose and solely from the CRG website.
2. RESTRICTIONS. The License granted hereunder is for your internal business purpose solely. You may not transfer any of the rights granted to you under this Agreement, nor may you permit third parties, including but not limited to your subsidiaries and affiliates, to benefit from the use or functionality of the CRG Products. Any attempt by you to transfer any of the rights, duties or obligations hereunder is void. You may not use, copy, print, modify, adapt, create derivative works from, market, deliver, rent, lease, sublicense, make, have made, assign, pledge, transfer, sell, offer to sell, import, reproduce, distribute, publicly perform, publicly display, or otherwise grant rights to the CRG Products, or any copy thereof, in whole or in part, except as expressly provided in this Agreement. You may not reverse engineer, disassemble, decompile, or translate the CRG Products, or otherwise attempt to derive the source code, structural framework or the data records of the Products, or authorize any third party to do any of the foregoing. You may not remove any proprietary notices or labels from the CRG Products. You may not make copies of the CRG Products, copy the printed materials or documentation accompanying the CRG Products or give copies to another person, or duplicate the CRG Products by any other means, including electronic transmission, except as specifically set forth herein.
WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE CRG PRODUCTS TO ANY SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED.
3. OWNERSHIP. The CRG Products (including but not limited to all copyrights, patents, patent applications, trade secret rights, trademarks, source code, text and any images, photographs, icons, graphics, animations, video, audio, music, and all other media incorporated into the CRG Products) are the property of CRG or its licensor(s) and supplier(s) and are protected by U.S. and international copyright and other intellectual property laws and treaties. The CRG Products are licensed, not sold, to you for use only under the terms of this Agreement, and CRG reserves all rights not expressly granted to you. CRG and CRG Products referenced in the CRG Products are either trademarks or registered trademarks of CRG. Other product and company names mentioned in the CRG Products may be the trademarks of their respective owners. For clarification, you shall have no ownership or other right, title or interest in and to the CRG Products, including but not limited to all copyright, and trademark rights, except as provided herein, such rights have been expressly reserved by CRG. You also agree that you will be liable to CRG for any and all costs, expenses and damages incurred by CRG as a result of your infringement of CRG’s intellectual property rights in or to the CRG Products.
3.1 DATA OWNERSHIP. We respect your right to ownership of content created or stored by you. You own the content created or stored by you. We use the information we receive about you in connection with the services we provide to you and other Customers. While you are allowing us to use the information we receive about you, you always own all your information. We do not share any information unless we have removed any of your personally identifying information from it.
4. TERM. Your right to access the CRG Products pursuant to the terms and conditions of this Agreement begin on the start date agreed between you and CRG when you order the CRG Products. This Agreement is deemed accepted by you and commences upon your using the CRG Products. The License granted to you will terminate on the earlier of the end of the last day that you are granted access to the particular CRG Product that you licensed, or the term of the license set forth in your contract with CRG. You agree that sections 2 (“Restrictions”), 3 (“Ownership”), 9 (“Warranty; Disclaimer”), 10 (“Limitation of Liability”), 12 (“Export Law”), and 13 (“General”) will survive termination of the License granted under this Agreement and expiration or termination of this Agreement.
5. TERMINATION. This Agreement will terminate immediately without notice to you if you breach any term or condition of this Agreement. CRG reserve the right to modify or terminate this Agreement, or any of its services and/or product offerings at any time without notice to you. You may notify CRG of your termination of the service provided by CRG, your use of the CRG Products and/or this Agreement at any time by notifying CRG in writing; however, this Agreement will stay effective and you will be able to continue to use the product until the date of the next renewal. Further, in the event of a termination or expiration of any agreement between CRG and a third-party supplier of content, your right to access and use such content shall expire.
6. THIRD-PARTY SOURCES. you acknowledge that the CRG Products may incorporate information that is proprietary to one or more third parties. Such third parties and CRG suppliers are third party beneficiaries of this Agreement with the authority to enforce those portions of this Agreement that are relevant to the agreements they have with CRG directly against you.
7. OPEN-SOURCE SOFTWARE. Certain items of software distributed with the CRG Products are subject to the Apache Public License, Mozilla Public License (“MPL”), BSD Public License, and MIT Public License or other “Open-Source” or “free software” licenses (“Open-Source Software”). Some of the Open-Source Software is owned by third parties. The Open-Source Software is not subject to the terms and conditions of this Agreement. Instead, each item of Open-Source Software is licensed under the terms of the end-user license that accompanies such Open-Source Software. You agree to comply with the terms of the applicable Open-Source Software licenses. Nothing in this document limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for the Open-Source Software. In particular, nothing in this document restricts your right to copy, modify, and distribute that Open-Source Software subject to the terms of the Public Licenses. As required by the terms of the Public Licenses, CRG makes the Open-Source Software provided under the Public Licenses, and CRG’s modifications, if any, to that Open-Source Software, available by written request to the following address and upon payment of the cost of distribution: Compliance Risk Governance 1075 Peachtree Street Suite 6, #570352 Atlanta, Georgia 30309, United States
8. PRODUCTS BY CRG.
You acknowledge and agree that:
9. WARRANTY DISCLAIMER. THE CRG PRODUCTS ARE PROVIDED TO YOU “AS IS” AND “WITH ALL FAULTS.” CRG AND ITS AFFILIATES, AGENTS, DISTRIBUTORS, SUPPLIERS AND LICENSORS:
10. LIMITATION OF LIABILITY.
EXCEPT WHERE THIS LIMITATION OF LIABILITY WOULD BE VOID OR INEFFECTIVE UNDER APPLICABLE STATUTE OR REGULATION, NEITHER CRG NOR ITS AFFILIATES, AGENTS, LICENSORS, DISTRIBUTORS OR SUPPLIERS SHALL BE LIABLE UNDER ANY CLAIM, DEMAND OR ACTION ARISING OUT OF OR RELATING TO YOUR USE OF THE CRG PRODUCTS, NOR CRG’ PERFORMANCE OF (OR FAILURE TO PERFORM) ANY OBLIGATION UNDER THIS AGREEMENT, NOR FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHETHER BASED IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, INCLUDING, WITHOUT LIMITATION, DAMAGES DUE TO LOST PROFITS, LOST SAVINGS, BUSINESS INTERRUPTION COSTS, DAMAGES FROM LOSS OF BUSINESS INFORMATION OR OTHER DAMAGES CAUSED BY THE INABILITY TO USE THE CRG PRODUCTS, EVEN IF CRG, ITS AFFILIATES, AGENTS OR LICENSORS HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES WERE FORESEEABLE. CRG’ TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE CRG PRODUCTS WITHIN THE PRECEEDING TWELVE (12) MONTHS. THIS LIMITATION OF DAMAGES SET FORTH HEREIN CONSTITUTES A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN CRG AND YOU.
11. U. S. GOVERNMENT END USERS.
If you are using or accessing the CRG Products and you are a government employee, then note that the CRG Products are a “commercial item” as that term is defined at FAR 2.101 (Oct 1995), consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212 (Sep 1995) and is provided to the U.S. Government only as a commercial end item. Consistent with FAR. 12.212 and DFARS 227.7202 (Jun 1995), all U.S. Government end users acquire the CRG Products with only those rights set forth herein. Any use, modification, reproduction, release, performance, display, or disclosure of the CRG Products by the U.S. government shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement.
12. EXPORT LAW.
The CRG Products and related technology are subject to U.S. export control laws and may be subject to export or import regulations in other countries. Unless specifically authorized in writing by CRG prior to any access, you agree not to export the CRG Products including but not limited to re-exporting the CRG Products, or any part thereof, or any process that is the direct product of the CRG Products, to any country, person, or entity in violation of U.S. export restrictions. In any case, you will indemnify and hold CRG harmless from any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including attorney’s fees) arising from or relating to any breach by you of your obligations under this paragraph. Your obligations under this paragraph will survive the expiration or termination of this Agreement.
13. GENERAL
13.1 GOVERNING LAW AND VENUE.
This Agreement shall for all purposes be governed by and interpreted in accordance with the laws of the State of Georgia as those laws are applied to contracts entered into and to be performed entirely in Georgia by Georgia residents. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be commenced in a federal court in Georgia or in state court in Fulton County, Georgia, and each party hereto irrevocably submits to the jurisdiction and venue of any such court in any such suit, action or proceeding and waives any right which it may have to transfer or change the venue of any such suit, action or proceeding, except that in connection with any suit, action or proceeding commenced in a state court, each party retains whatever right it may have to remove such suit, action or proceeding to federal court in Georgia. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement.
13.2 PRIVACY.
CRG”s current privacy policies, available at
www.ComplianceRiskGovernance.com/privacy-policy
are incorporated herein by reference.
13.3 WAIVER.
The failure of either party to require strict performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself.
13.4 ASSIGNMENT.
Neither this Agreement nor any of your rights or obligations hereunder may be assigned by you in whole or in part without the prior written approval of CRG. Any assignment of rights or delegation of duties in derogation of the foregoing shall be null and void.
13.5 SEVERABILITY.
If any part of this Agreement is for any reason found to be unenforceable, all other parts nevertheless remain enforceable as long as a party’s rights under this Agreement are not materially affected. In lieu of the unenforceable provision, the parties will substitute or add as part of this Agreement a provision that will be as similar as possible in economic and business objectives as was intended by the unenforceable provision.
13.6 COMPLETE AGREEMENT.
This Agreement is the complete and exclusive statement of the agreement between CRG and you, which supersedes any proposal or prior agreement, oral or written, and any other communications between the parties in relation to the subject matter of this Agreement. This Agreement shall not be modified except by a subsequently dated written amendment or exhibit signed by both parties by their duly authorized representatives.
14.0 HOLDER IN DUE COURSE DISCLAIMER.
Any “holder” of a consumer credit contract is subject to all claims and defenses that the debtor could assert against the seller of goods and services obtained pursuant hereto or with the proceeds hereto. Recovery by the debtor shall not exceed amounts paid by the debtor. (FTC Rule effective 5-14-76). See A.R.S. 47-3302 for more information.
14.1 GRIEVANCE PROCEDURE:
If you are dissatisfied with the services that CRG have provided for you, you may direct your written complaint, grievance, or dispute as follows:
14.2 You acknowledge that, in providing you with the CRG Products, CRG has relied upon your consent to be bound by the terms of this Agreement. You further acknowledge that you have read, understand, and agree to be bound by the terms of this Agreement. This Agreement is not, however, intended to limit any rights that CRG may have under trade secret, copyright, patent, or other laws that may be available to it.
THE CRG PRODUCTS ARE PROTECTED BY UNITED STATES COPYRIGHT LAW AND INTERNATIONAL TREATIES. UNAUTHORIZED REPRODUCTION OR DISTRIBUTION IS SUBJECT TO CIVIL AND CRIMINAL PENALTIES.
Compliance Risk Governance. All Rights Reserved.