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Service Agreements
CUSTOMIZED TECHNOLOGY SERVICES, INC. WEB
SITE USER AGREEMENT
Legal Agreement
Thank you for using the Customized Technology
Services, Inc. web site at www.servicesvision.com (our "Site").
These terms and conditions apply to all individuals, companies
and organizations that register to use our Site (each such
individual, company or organization is referred to in these
terms and conditions as "User" or "you"), and constitute
a binding, legal agreement ("Agreement") between User and
Customized Technology Services, Inc. ("Company").
Please read all the terms and conditions
of this Agreement carefully and indicate your acceptance
by clicking the "I ACCEPT" button at the end of this Agreement.
By clicking the "I ACCEPT" button below or otherwise using
our Site, you agree to be bound by the terms and conditions
of this Agreement, and you represent and warrant that you
have full power, authority and legal capacity to enter into
this Agreement and bind your employer, company or organization.
Please contact Company at 124 Longbridge Drive, Cary, NC
27518, if you have any questions about this Agreement.
Introduction
User Registration and Information
You represent and warrant that you have completed,
or that you will promptly complete, all information in the
User Registration form provided by Company on our Site ("User
Information") correctly and completely. In the event that
any of your User Information changes in the future, you
will promptly update your registration information on our
Site.
You will have the opportunity to select a
User ID and Password during the User registration process.
You are solely responsible in all respects for: (a) all
use of our Site made using your User ID and Password, and
(b) maintaining the confidentiality of your User ID and
Password. Only one individual may access our Site at the
same time using the same User ID and Password. You agree
to notify us immediately of any unauthorized use of your
email address, User ID or Password or any other breach of
security regarding our Site of which you are aware. Company
may refuse to grant you a User ID or Password that impersonates
someone else, is protected by trademark or other proprietary
right law, is vulgar or otherwise offensive, or for other
reasons as determined by Company.
General User Obligations
" You are solely responsible for the content
of any information you provide to our Site. You warrant
and agree not to:
- Provide any information or other materials
that are harassing, defamatory, libelous, profane, obscene,
threatening, abusive, unlawful, vulgar, or that reasonable
persons would otherwise find offensive
- Use the Company service in any way that
is in furtherance of criminal, fraudulent, or other unlawful
activity
- Impersonate any other person or entity,
or misrepresent your affiliation with any other person or
entity
- Provide any information or other material
that is the copyrighted, proprietary, or confidential material
of a third party without that third party's written consent
- Engage in any spamming or flooding of our
Site, or transmit any information, software or other materials
constituting a virus, Trojan horse, worm, or other harmful
computer programming routine.
Operation of Site
Company may at its discretion suspend or terminate
operation of our Site for maintenance or other reasons.
In addition, technical and other issues may make our Site
unavailable from time to time. Company makes no commitment,
warranty or guarantee that our Site will operate in a timely,
uninterrupted or error-free manner, or that our Site will
meet User's purposes.
Company may also in its discretion modify
the features, availability, operation and/or look and feel
of our Site from time to time without notice to User.
Payment Terms
You agree to make either monthly or annual
payments, in advance, based on the services selected by
You. All payments made to Company under this Agreement are
non-refundable, shall be made in United States dollars,
and if not paid when due will be subject to interest at
the rate of eighteen percent annually, or the maximum amount
allowed by applicable law if lower, calculated from the
date when payment becomes overdue until payment is made.
User agrees to pay all federal, state, local and other taxes
based on or arising from any payments made to Company arising
from this Agreement, or from any transactions entered hereunder,
excluding taxes based on Company's net income.
Confidentiality and Privacy
Information about how we treat your User Information
is contained in our Confidentiality and Privacy Policy,
which is incorporated by reference in this Agreement.
Disclaimers
Our Site and all content, services, materials
and Information provided or offered on our Site are provided
or offered on an "as-is", "as-available" basis, without
representation or warranty of any kind by Company, including
but not limited to the implied warranties of merchantability,
noninfringement and fitness for a particular purpose.
Limitation of Liability.
In no event shall Company or any of its officers,
employees, affiliates, or agents be liable to you or anyone
else for any special, consequential, indirect, cover, punitive,
incidental or similar damages (including, without limitation,
lost profits, lost sales, or lost business) directly or
indirectly related to or arising out of our Site or any
transaction entered hereunder, whether in contract, tort
or otherwise, even if Company or one of its officers, employees,
affiliates or agents has been advised of the possibility
of such damages. You agree that the liability of Company,
officers, employees, its affiliates, and agents, if any,
arising out of any kind of legal claim (whether in contract,
tort or otherwise) in any way connected with any transaction
entered hereunder or our Site shall not exceed the amount
you paid to Company in connection with the transaction giving
rise to such claim. Any action under this Agreement must
be commenced within one (1) year after such cause of action
accrues.
Release
In the event that you have dispute with another
User of our Site, you hereby release Company (and its officers,
directors, agents, affiliates, and employees) from claims,
demands, and damages (actual and consequential) of every
kind and nature, known and unknown, suspected and unsuspected,
disclosed and undisclosed, arising out of or in any way
connected with such dispute. If you are a California resident,
to the extent applicable, you waive California Civil Code
§1542, which says "A general release does not extend to
claims which the creditor does not know or suspect exist
in his favor at the time of executing the release, which
if known by him must have materially affected his settlement
with the debtor." Term This Agreement is effective until
terminated. Either party may terminate this Agreement upon
thirty (30) days written notice to the other party. Company
may terminate or suspend this Agreement immediately if User
breaches any of the terms and conditions of this Agreement.
All provisions of this Agreement relating to payment; disclaimers;
limitation of liability; confidentiality; and Company's
proprietary rights shall survive termination or expiration
of this Agreement.
Miscellaneous
This Agreement constitutes the entire, final
and exclusive agreement between the parties and supersedes
any and all other prior or contemporaneous oral or written
representations or agreements between the parties relating
to the subject matter hereof. No amendments or modifications
of this Agreement may be made except as set forth in the
Agreement and Amendments section below or in a writing,
signed by both parties. The United Nations Convention on
Contracts for the International Sale of Goods shall not
apply to this Agreement.
User shall have no right to assign this Agreement
or any of User's obligations hereunder. Company may assign
this Agreement and any of its rights hereunder to third
parties.
The failure by any party to exercise any right
provided herein shall not be deemed a waiver or forfeiture
of any such right.
Every provision of this Agreement is intended
to be severable. If any section of this Agreement is found
to be invalid or unenforceable, then such section will be
deemed amended and interpreted, if possible, in a way that
renders it enforceable. If such an interpretation is not
possible, then the section will be deemed removed from this
Agreement and the rest of this Agreement will remain in
full force and effect.
This Agreement is governed by the laws of
the State of North Carolina, without regard to its choice
of law provisions. The parties agree that any dispute involving
Company related to this Agreement or our Site that cannot
be settled by good faith negotiation shall be submitted
to arbitration in accordance with the rules of the American
Arbitration Association. The location of the arbitration
shall be Raleigh, NC. The arbitration shall be conducted
by a single arbitrator with experience. The decision of
the arbitrator shall be legally binding and shall be enforceable
in any court of competent jurisdiction.
Each party shall be excused from performance
and shall not be liable for any delay caused by the occurrence
of any contingency beyond the reasonable control either
of the excused party or it subcontractors or suppliers.
These contingencies include, but are not limited to, war,
sabotage, insurrection, riot or other act of civil disobedience,
labor disturbance or shortage, act of public enemy, failure
or delay in transportation, act of any government affecting
the terms hereof, accident, fire, explosion, flood, severe
weather or other act of God.
This Agreement does not designate either party
as the agent, employee, legal representative, partner or
joint venturer of the other party for any purpose whatsoever.
Agreement and Amendments
By completing the registration process, clicking
the "I ACCEPT" button, and using the Site, you are indicating
that you are a corporate or other legal entity in good standing,
and you have authority to bind such entity to all of the
terms in this User's Agreement. You may print and keep a
copy of this Agreement.
Company may change the terms in this User's
Agreement from time to time. When the terms are changed,
Company will make a posting on our Site regarding the change.
You agree to review the terms of this Agreement from time
to time. If you do not agree to be bound by any future changes,
you should promptly notify Company and discontinue your
use of the Site. If you use the Site after Company has posted
a change to these terms on our Site, you are agreeing to
be bound by all of the changes.
