Revised January 1, 2020
IMPORTANT—PLEASE READ THE FOLLOWING TERMS OF SERVICE (REFERENCED HEREIN AS (“TOS”) FOR CITY PROPERTY MANAGERS (REFERENCED HEREIN AS (“CPM”). BEFORE OR WHEN USING THE CPM WEBSITE, A CPM SOFTWARE, MOBILE, OR WEB APPLICATION(S), OR ANY RELATED CPM SERVICE(S) (referenced collectively herein as the (“CPM Solution”). BY USING OR OTHERWISE ACCESSING THE CPM SOLUTION, YOU ACCEPT AND AGREE TO THIS TOS. IF YOU DO NOT AGREE TO THIS TOS, DO NOT USE THE CPM SOLUTION.
1.1. CPM Solution Overview. For more information regarding the currently available CPM Solution, please click here. The CPM Solution is provided pursuant to this TOS to individual persons (and not entities) residing in the countries or regions where CPM makes available its products and services.
1.2. General CPM Solution Grant. The CPM Solution is made available by CPM, and this TOS provides to you (identified herein as “you” or a “user” or with “your” (as further described below)) a personal (non-commercial), revocable, limited, non-exclusive, nontransferable, and non-sublicensable license to access and use the CPM Solution (by you and your Authorized Users (as defined below)) conditioned on your continued compliance with this TOS. You may print and download CPM materials and information from the CPM Solution solely for your personal use, provided that all hard copies contain all copyright and other applicable notices contained in (or that are required to be displayed with) such materials and information and that you (or your Authorized User(s)) do not further distribute or disclose such materials and information. The content layout, formatting, and features (or functionality) of and online or remote access processes for the CPM Solution shall be as made available by CPM in its sole discretion. You also acknowledge and agree to the following: (i) CPM has the right to control and direct the means, manner, and method by which the CPM Solution is provided; (ii) CPM may, from time to time, engage independent contractors, consultants, or subcontractors to aid CPM in providing the CPM Solution or use thereof; and (iii) CPM has the right to provide the CPM Solution to others.
1.3. PMS Software Download(s). CPM may make downloadable software or a mobile application(s) available through or as a part of the CPM Solution for use in connection with your property management system (“PMS Software”). The right to use the PMS Software is provided as a part of the grant (above) to use the CPM Solution in accordance with this TOS and subject to the following additional obligations. You may only use the PMS Software on a device or hardware that you own or control and as a part of your use of the CPM Solution or other CPM service. You hereby acknowledge that the PMS Software may include or allow integration with certain third-party executable modules that may be subject to additional license terms and conditions. Please click here for more information regarding such modules, but unless otherwise indicated, references to the CPM Solution herein shall include the PMS Software and any integrated third-party executable module(s) that you utilize.
1.4. Content Available Through the CPM Solution. In connection with the foregoing grant to use the CPM Solution, the CPM Solution allows you to view or otherwise access original CPM or third party Content. “Content” includes, but is not limited to, text, graphics, photos, sounds, audio, and videos in the form of, by way of example and not limitation, news reports, podcasts, videos, and music. The availability of such Content may change and not all Content is available in all formats. Use of the Content is subject to the license grant for the CPM Solution, but in addition, shall remain non-transferable and may be subject to additional license grant terms set by the respective third party licensor(s). Third-party Content displayed or accessible through the CPM Solution is protected by copyright and other intellectual property law and belongs to the respective owner(s) or licensor(s). This TOS does not grant you the right to copy (further), distribute, prepare derivative works, publicly display, or otherwise use any Content. You are expressly prohibited from engaging in or facilitating the unauthorized sharing or distribution of Content.
1.5. CPM Solution Updates. CPM may, but is not obligated to, update the CPM Solution with updates, upgrades, enhancements, improvements, additions, new or incremental features or functionality of and generally made available through the CPM Solution (as determined by CPM in its sole discretion), or modifications that are provided as part of product support and any other support or maintenance services that CPM provides as part of or otherwise in connection with the CPM Solution (collectively, “CPM Solution Updates”). In some instances, you may be required to consent to or to agree to use and implement an applicable CPM Solution Update in a timely manner, including, without limitation, as a means to protect the CPM Solution from unauthorized use, content, or data. If you decline a CPM Solution Update, you may not be able to use or access the CPM Solution (in whole or in part), and CPM shall have no responsibility or liability for any continued use. Unless otherwise indicated, references to the CPM Solution include any CPM Solution Updates.
1.6. Support. This TOS does not entitle you to any support or installation service (collectively, “Support”). Any such Support that may be made available by CPM, in its sole discretion, shall be subject to separate terms and conditions with CPM.
1.7. Authorized User(s). Subject to any third party license restrictions for applicable Content, you may enable members of your immediate family over the age of thirteen (13) and for whom you will be responsible (each, an “Authorized User(s)”) to access and use the CPM Solution so long as all such use remains in compliance with this TOS. Nevertheless, you acknowledge and agree that you shall be responsible for monitoring your own and your Authorized User(s)’s use of the CPM Solution and for maintaining compliance with this TOS and any third party license restrictions for applicable Content. Any breach of this TOS by an Authorized User(s) shall constitute a breach by you. Unless otherwise indicated, references to “you” or “your” throughout this TOS therefore mean you, your Authorized User(s), and the person or entity named on your account with CPM.
LICENSE GRANT RESTRICTIONS.
This TOS is only a license and not an assignment or sale. CPM transfers no ownership or intellectual property interest or title in and to the CPM Solution to you or anyone else. Further, CPM reserves all rights not expressly granted by this TOS. Accordingly, you may not modify, translate, decompile, create derivative work(s) of, copy, distribute, disassemble, broadcast, transmit, publish, remove or alter any proprietary notices or labels, license, sublicense (other than to an Authorized User(s)), transfer, sell, mirror, frame, exploit, rent, lease, private label, grant a security interest in, or otherwise use in any manner not expressly permitted herein (or by CPM) the CPM Solution. In particular, and without limitation of the foregoing, there is no right to distribute further the PMS Software to the public or in excess of the limited license (above). Moreover, this TOS does not grant any right to modify the PMS Software or provide a right or license in or to any third-party executable module(s) or accessible content beyond the limited and express grant herein.
GENERAL USER OBLIGATIONS.
You represent that you are at least eighteen (18) years of age (or the legal age of majority, whichever is greater) and will, at all times, provide true, accurate, current, and complete information when submitting information or materials on or through the CPM Solution, including, without limitation, when you provide information via a CPM Solution registration, account, or submission form. You are responsible for completing any registration(s) or account requirements for access to applicable third party Content available through the CPM Solution. Individuals under the age of eighteen (18) (or the applicable age of majority) may utilize the CPM Solution only with the involvement and acceptance of (this TOS by) a parent or legal guardian and then solely as an Authorized User under a parent or legal guardian’s account. You further represent that you (or the person agreeing to, accepting, or acting under this TOS) are authorized to act on behalf of the person or entity named on the account with CPM. In addition, you agree to abide by all applicable local, state, national, and international laws and regulations with respect to your use of the CPM Solution. In particular, you may not take any action that will infringe on the intellectual property rights of CPM or any other third party. You acknowledge that unauthorized use of copyrighted content of others may subject you to civil and criminal penalties, including possible monetary damages, for copyright infringement. You also acknowledge and agree that use of the Internet and the CPM Solution is solely at your own risk. You further understand that by using the CPM Solution you may encounter content that you may find offensive, indecent, or objectionable. You assume all responsibility for obtaining and paying for all licenses and costs for third-party software and hardware necessary for access to the CPM Solution, and for maintaining and backing-up your content and data.
USER CONTENT & ACCEPTABLE USE.
The CPM Solution enables you to access content, data, communication, and other interactive features and functionality (with such uploaded, downloaded, shared, or exchanged information or content referenced collectively herein as a “User Content”). Distribution of User Content may be subject to third-party rights. You agree that by using the CPM Solution you will not upload, post, display, or transmit any of the following:
anything which defames, harasses, threatens, offends, or in any way violates or infringes on the rights (including, without limitation, patents, copyrights, or trademark rights) of others;
anything which may damage, lessen, or harm the goodwill or reputation of CPM and its services;
anything which involves the impersonation of any other person or entity;
anything which constitutes viral or harmful programming code, files, or software;
anything which constitutes junk mail, spam, or unauthorized advertising; or
anything which is unlawful.
CPM reserves the right to establish additional practices, parameters, and limits in its sole discretion concerning the display or availability of any User Content. Further, CPM shall not have any obligation to incorporate or utilize any User Content that does not correspond to or meet CPM’s technical or usage practices, parameters, and limits.
PERMISSION TO USE USER CONTENT.
You continue to retain any ownership rights you have in the User Content you make available to CPM and/or the CPM Solution. However, by submitting or making available any type of User Content, you automatically and hereby grant to CPM a royalty-free, transferable, sub-licensable and non-exclusive right and license to use or act on any such User Content in furtherance of and in connection with the operation of the CPM Solution. The rights you grant are limited to the purpose of providing and operating the CPM Solution. You specifically acknowledge that the CPM Solution facilitates distribution of the User Content, and as a part of the foregoing grant, you permit any user with whom you share content a non-exclusive license to access and use the User Content through the CPM Solution as permitted through the functionality of the CPM Solution. You represent that you have all necessary rights to make the foregoing grants and to otherwise make User Content(s) available to CPM and for (and through) the CPM Solution.
NO PRE-SCREENING OF USER CONTENT; REMOVAL.
CPM is not responsible for pre-screening or editing your or any other user’s User Content, support forum posts, or any other communications and encourages all of its users to use reasonable discretion and caution in evaluating or reviewing any such content or communications. Moreover, CPM does not endorse, oppose, or edit any opinion or information provided by you or another user (unless separately and expressly provided by CPM) and does not make any representation with respect to, nor does it endorse the accuracy, integrity, quality, acceptability, completeness, timeliness, lawfulness, suitability, or reliability of any User Content or communications displayed, uploaded, or distributed by you or any other user. You also acknowledge that CPM has no control over the extent to which any idea, content, or information may be used by any party or person once it’s posted, shared, or displayed. Nevertheless, CPM reserves the right to take any action within its control with respect to User Content (or parts thereof), support forum posts, or any other communications that CPM reasonably believes is necessary to: (i) satisfy any applicable law, regulation, legal process or governmental request; (ii) enforce this TOS, including investigation of potential violations hereof; (iii) detect, prevent, or otherwise address fraud, security, or technical issues; (iv) respond to user support requests; (v) protect the rights, property, or safety of CPM, its users, or the public; or (vi) address any act or omission that CPM believes in good faith violates this TOS and/or is, or is potentially, unlawful or harmful to CPM, its services, or goodwill.
You may be required to provide certain personal information necessary to create an account with CPM. You may be required to create login credentials, such as a user name and password, or adhere to other particular access requirements as designated by CPM in its sole discretion from time to time. You are solely responsible for the activity that occurs on your account and agree to keep your login credentials confidential and secure. You acknowledge that CPM may not provide controls that restrict the maturity level of content available through the CPM Solution. If you allow your child (under the age of 18 or the legal age of majority, whichever is greater) to access your CPM account, you are solely responsible for monitoring your child’s use of the CPM Solution and determining what maturity level is appropriate for or accessible to your child. You shall immediately notify CPM if you suspect or become aware of any loss or theft of or unauthorized use of your access credentials.
SUBSCRIPTION & SALES.
9.1. Subscription. CPM currently offers access to the CPM Solution at no cost. However, CPM may make available fee-based subscription offering(s). Please click here for more information. The subscription cost, subscription term, available trial period (if any), renewal information, and permitted payment methods will be specified at the time of order. All subscriptions are billed immediately in advance and are final unless otherwise indicated by CPM or as may be required under applicable law. There will be no refunds or credits for partial months, upgrades/downgrades, or nonuse.
9.2. Subscription Changes & Renewal. Subscription fees are subject to change (with prior notice) and shall apply to the upcoming renewal period (if any) as indicated. Such notice may be provided by email or by posting the changes to your CPM account, the CPM website, or through the CPM Solution. When you enroll in any recurring subscription arrangement, you authorize CPM to automatically charge the billing source you provided CPM at the time you enrolled for the subscription term specified (at the time of enrollment) until the subscription ends or you cancel your enrollment. To avoid being charged for the next renewal period, you must cancel at least one (1) day prior to the end of the then-current CPM subscription term. You may cancel by clicking here. For any change (upgrade or downgrade) in your subscription that you make or request, your fee and method of payment will be automatically adjusted and charged (as applicable) at the new rate on your next billing cycle. Downgrading your subscription may cause the loss of content, features, or capacity of your account.
9.3. Payment. CPM shall charge and you shall be responsible for payment of all taxes, tariffs, levies, or duties (except that CPM does collect VAT in certain countries). Unless otherwise indicated by CPM in writing, all amounts are immediately due and payable upon order (or renewal). Upon placing an order, you therefore agree to pay using the payment method indicated and grant authorization to CPM to charge the applicable (fee) to your payment provider. All transactions, however, are void where prohibited by law and CPM may request particular information in order to confirm the order and method of payment. CPM also reserves the right to terminate or suspend access to the CPM Solution if you fail to pay any amounts when due. Unless otherwise specified herein, all obligations with respect to the amounts due to CPM under the TOS shall survive any expiration or termination of the TOS.
The CPM Solution is owned by Cygnus Partners LLC or its licensor(s). Copyright 2007-2020 © Cygnus Partners LLC and/or its licensor(s). All rights reserved. All content available through the CPM Solution, unless otherwise indicated, is protected by copyright, trade secret, or other intellectual property laws. CPM, the CPM logo, and all other names, logos, and icons identifying CPM and its solutions, products, and services are proprietary trademarks of CPM, and any use of such marks without the express written permission of CPM is strictly prohibited. Please see the CPM Trademarks and Guidelines policy statement available here for more information regarding the trademarks or service marks of CPM. Other service, product, or company names mentioned herein may be the trademarks and/or service marks of their respective owners.
You acknowledge and agree that the CPM Solution contains confidential or nonpublic information that is the trade secret(s) of CPM and/or its licensors (the “Confidential Information”). You agree to secure and protect the confidentiality of the Confidential Information of CPM (and/or its licensors) in a manner consistent with the maintenance of CPM’s rights therein, using at least as great a degree of care as you use to maintain the confidentiality of your own confidential information of a similar nature, but in no event using less than reasonable efforts. You shall not, nor permit any third party to, sell, transfer, publish, disclose, or otherwise make available any portion of the Confidential Information to third parties, except as expressly authorized in this TOS.
CPM welcomes your feedback and suggestions about CPM’s products or services or with respect to how to improve the CPM Solution. By transmitting any suggestions, information, material, or other content (collectively, “Feedback”) to CPM, 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 CPM and enable CPM to use such Feedback. In addition, any Feedback received by CPM will be deemed to include a royalty-free, perpetual, irrevocable, transferable, non-exclusive right and license from you for CPM to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works of, 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 therein, and you hereby waive any claim to the contrary.
The CPM Solution offers a tool(s) or display functionality that is available to you via your mobile phone or other mobile computing device (“Mobile CPM Solution(s)”). Please note that your mobile carrier’s normal messaging, data, and other rates and fees will apply to your use of the Mobile CPM Solution(s). In addition, downloading, installing, or using certain Mobile CPM Solution(s) may be prohibited or restricted by your mobile carrier, and not all Mobile CPM Solution(s) may work with all carriers or devices or in all locations. Therefore, you are solely responsible for checking with your mobile carrier to determine if the Mobile CPM Solution(s) are available for your mobile devices; what restrictions, if any, may be applicable to your use of the Mobile CPM Solution(s); and how much such use will cost you. Nevertheless, your use of the CPM Solution shall be strictly in accordance with this TOS.
LINKS TO OTHER SITES OR APPLICATIONS.
CPM may provide links, in its sole discretion, to other sites or applications on the Internet, including to the CPM Store. Such other sites are maintained by third parties over which CPM exercises no control. These links do not imply an endorsement with respect to any third party or any third-party web site or the information, products, or services provided by any third party. CPM encourages review of the applicable terms, conditions or notices governing use of these third party sites or applications.
THIRD-PARTY PLATFORMS & NETWORKS.
Certain features allow you to synchronize your content across third-party platforms and networks. These features will enhance the performance of the CPM Solution and allow you to better integrate and harmonize the CPM Solution with information stored on or used with third-party networks. Using this functionality typically requires you to login to your account on the third-party service, and you do so at your own risk. You should always review, and if necessary, adjust your privacy settings on these networks and platforms before linking or connecting them to the CPM Solution. You expressly acknowledge and agree that CPM is in no way responsible or liable for any such third-party services or features.
ADDITIONAL TERMS AND CONDITIONS.
You agree that you will not use the Web Site in any manner that could damage, disable, overburden, or impair the Web Site or interfere with any other party's use and enjoyment of the Web Site.
You represent and warrant that (i) the person accepting this TOS has the legal authority to bind the named person on the account, and (ii) he or she has the right, power, and authority to (a) enter into this TOS, (b) make the respective and applicable representations and warranties contained herein, and (c) commit to and perform the respective duties, obligations, and covenants set forth hereunder.
THE CPM SOLUTION IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS AND MAY INCLUDE ERRORS, OMISSIONS, OR OTHER INACCURACIES. CPM MAY MAKE MODIFICATIONS AND/OR CHANGES IN THE CPM SOLUTION AT ANY TIME AND FOR ANY REASON. OTHER THAN THE RIGHT TO FULFILL ITS OBLIGATIONS UNDER THIS TOS, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CPM EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF INTERFERENCE WITH ENJOYMENT OF INFORMATION, SECURITY, NON-INFRINGEMENT, MERCHANTABILITY, QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE. MOREOVER, YOU ACKNOWLEDGE AND AGREE THAT CPM DOES NOT WARRANT THAT THE CPM SOLUTION WILL OPERATE FREE OF VIRUSES, MALWARE, OR HARMFUL PROGRAMMING SOFTWARE (OR CODE), ERROR-FREE, UNINTERRUPTED, OR IN A MANNER THAT WILL MEET YOUR REQUIREMENTS OR MEET ANY LEGAL, TECHNICAL, OR CERTIFICATION STANDARD. BECAUSE THE CPM SOLUTION IS BASED ON YOUR CONTENT AND DATA, THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE CPM SOLUTION IS WITH YOU. IF THIS DISCLAIMER OF WARRANTY IS HELD TO BE UNENFORCEABLE BY A COURT OF COMPETENT JURISDICTION IN ANY MANNER, THEN ALL EXPRESS AND/OR IMPLIED WARRANTIES MANDATED BY SUCH COURT SHALL BE LIMITED IN DURATION TO A PERIOD OF THIRTY (30) DAYS FROM THE COMMENCEMENT OF THE INITIAL PERIOD FOR THE CPM SOLUTION AND NO WARRANTIES SHALL APPLY AFTER THIS THIRTY (30) DAY PERIOD.
LIMITATION OF LIABILITY.
YOU EXPRESSLY ABSOLVE AND RELEASE CPM FROM ANY CLAIM OF HARM RESULTING FROM A CAUSE BEYOND CPM’S CONTROL, INCLUDING, WITHOUT LIMITATION, ANY DAMAGE CAUSED BY HARDWARE, FILES, SYSTEMS, SOFTWARE, SERVICES, OR NETWORKS OUTSIDE THE CONTROL OF CPM. CPM IS NOT RESPONSIBLE OR LIABLE FOR YOUR OR ANY OTHER PERSON’S USE OF ANY INTERFACING SOFTWARE (OUTSIDE ITS CONTROL). MOREOVER, ALL USER CONTENT (OR OTHER DATA OR CONTENT) YOU ACCESS THROUGH THE CPM SOLUTION IS AT YOUR OWN RISK. IN CONNECTION THEREWITH, YOU SPECIFICALLY ACKNOWLEDGE THAT CPM SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE (OR DELAY IN USE) OF OR FAILURE TO STORE ANY DATA OR CONTENT MADE AVAILABLE THROUGH THE CPM SOLUTION AND SHALL NOT BE LIABLE FOR ANY USE OF ANY USER CONTENT BY OTHERS, INCLUDING YOUR AUTHORIZED USERS. MOREOVER, IN NO EVENT SHALL CPM BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE CPM SOLUTION OR WITH THE DELAY OR INABILITY TO USE THE CPM SOLUTION, EVEN IF CPM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, TOTAL LIABILITY OF CPM FOR BREACH OF THIS TOS IS CESSATION OF USE OF THE CPM SOLUTION AND FOR ANY OTHER REASON RELATED TO OR ARISING OUT OF YOUR USE OF THE CPM SOLUTION WHATSOEVER FOR AN AMOUNT NOT EXCEEDING $100 OR THE TOTAL AMOUNT ACTUALLY PAID BY YOU TO CPM DURING THE PAST THREE MONTHS IN CONNECTION WITH YOUR INDIVIDUAL USE OF THE CPM SOLUTION, WHICHEVER IS GREATER. You and CPM agree to only bring claims arising from this TOS on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. Unless you and CPM agree otherwise, more than one person’s or party’s claims may not be consolidated. You and CPM agree that relief (including monetary, injunctive, and declaratory relief) may be awarded only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim(s).
You agree to indemnify, defend, and hold CPM (and its affiliated companies, contractors, employees, agents, and suppliers and partners) harmless from any and all claims, suits, actions, liabilities, losses, costs, damages, expenses, and any other liabilities, including, without limitation, attorneys’ fees, arising out of or related in any manner to your breach or alleged breach of this TOS, your Interfacing Software, or for any violation or alleged violation of the rights (including, without limitation, patents, copyrights, or trademark rights) of any other person or entity by your User Content.
You agree that all disputes between you and CPM (whether or not such dispute involves a third party) with regard to your relationship with CPM, including, without limitation, disputes related to this TOS, your use of the CPM Solution, and/or rights of privacy and/or publicity, will be resolved by binding, individual arbitration. Without limiting CPM’s right to seek injunctive or other equitable relief (as set forth below), any disputes arising with respect to this TOS between you and CPM (“parties”) shall be referred to an arbitrator affiliated with the Judicial Arbitration and Mediation Services, Inc. (“JAMS”). The arbitrator shall be selected by joint agreement of the parties. In the event the parties cannot agree on an arbitrator within thirty (30) days of the initiating party providing the other party with written notice that it plans to seek arbitration, the parties shall each select an arbitrator affiliated with JAMS, which arbitrators shall jointly select a third such arbitrator to resolve the dispute. Arbitration shall be conducted under the rules then prevailing of JAMS/ENDISPUTE Streamlined Arbitration Rules and Procedures in effect at the time of filing of the demand for arbitration. The parties specifically incorporate the terms of Michigan Code of Civil Procedure with respect to discovery. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. The arbitration proceeding shall be carried on and heard in Leelanau County, Michigan using the English language. In any action or proceeding to enforce rights under this TOS, the prevailing party will be entitled to recover costs and reasonable attorneys’ fees from the other party. You may bring claims only on your own behalf. Neither you nor CPM will participate in a class-wide arbitration for any claims covered by this TOS. This dispute resolution provision will be governed by the Federal Arbitration Act.
The CPM Solution is controlled and operated by CPM from its offices within the United States. This TOS has been made in and will be construed and enforced in accordance with the laws of the State of Michigan as applied to agreements entered into and completely performed in the State of Michigan. You access and use the CPM Solution on your own volition and are responsible for compliance with all applicable laws with respect to your access and use of the CPM Solution. Additionally, CPM’s headquarters are located in the United States. Please be aware that information you provide to CPM, or that CPM obtains as a result of your use of the CPM Solution, may be processed and transferred to the United States and be subject to United States law. Subject to the foregoing arbitration right, any action to enforce this TOS will be brought in the courts presiding in the Superior Court of Leelanau County and the United States District Court for the Northern District of Michigan, and all parties to this TOS expressly agree to be subject to the jurisdiction of such courts. You and CPM waive trial by jury. Moreover, you may bring claims only on your own behalf. Neither you nor CPM will participate in a class action or class-wide arbitration for any claims covered by this TOS. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account, if CPM is a party to the proceeding.
COMMUNICATIONS AND NOTICE.
Any communication(s) or notice (and any related materials or information) to be sent pursuant to this TOS shall be in the English language and shall be deemed provided: (a) upon receipt if by personal delivery; (b) upon receipt if sent by certified or registered U.S. Mail (return receipt requested); (c) one day after it is sent if by next-day delivery by a major commercial delivery service; or (d) with respect to termination of this TOS or for information applicable generally to end users of the CPM Solution, to the email address designated by you.
EXPORT CONTROL AND LEGAL COMPLIANCE.
You represent and warrant that you are not (a) located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) listed on any U.S. Government list of prohibited or restricted parties. You hereby agree that (i) you will comply with all applicable Sanctions and Export Control Laws, (ii) you are solely responsible for ensuring that the CPM Solution is used, disclosed, and/or transported only in accordance with all applicable Sanctions and Export Control Laws, and (iii) you will not re-export or transfer the CPM Solution, in any form, directly or indirectly, to any person or entity based in Cuba, Iran, Syria, Sudan, South Sudan, or North Korea.
You may not use the CPM Solution or any of CPM’s data, systems, network, or services to engage in, foster, or promote illegal, abusive, or irresponsible behavior, including, without limitation, accessing or using CPM data, systems, or networks in an unauthorized manner, attempting to probe, scan, or test the vulnerability of a CPM system or network, circumventing any CPM security or authentication measures, monitoring CPM data or traffic, interfering with any CPM services, collecting or using from the CPM Solution email addresses, screen names, or other identifiers, collecting or using from the CPM Solution information without the consent of the owner or licensor, using any false, misleading, or deceptive TCP-IP packet header information, using the CPM Solution to distribute software or tools that gather information, distributing advertisements, or engaging in conduct that it likely to result in retaliation against CPM or its data, systems, or network. Actual or attempted unauthorized use of the CPM Solution 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. CPM reserves the right to view, monitor, and record activity through the CPM Solution without notice or permission from you. 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 through the CPM Solution as well as to disclosures required by or under applicable law or related government agency actions. CPM will also comply with all court orders or subpoenas involving requests for such information. In addition to the foregoing, CPM reserves the right to, at any time and without notice, modify, update, suspend, terminate, or interrupt operation of or access to the CPM Solution, or any portion of the CPM Solution in order to protect the CPM Solution or CPM.
You acknowledge that any breach, threatened or actual, of this TOS, including, without limitation, with respect to unauthorized use of CPM proprietary assets, will cause irreparable injury to CPM, such injury would not be quantifiable in monetary damages, and CPM would not have an adequate remedy at law. You therefore agree that CPM 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 CPM post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to CPM to enforce any provision of this TOS.
TERM AND TERMINATION.
This TOS will take effect (or re-take effect) at the (and each) time you begin installing, accessing, or using the CPM Solution, WHICHEVER IS EARLIEST, and is effective until terminated as set forth below. CPM reserves the right to terminate this TOS at any time on reasonable grounds, which shall specifically include, without limitation, discontinuation of the CPM Solution (or related services) as an offering of the CPM business, nonpayment, termination of account, fraudulent or unlawful activity, or actions or omissions that violate this TOS, subject to the survival rights of certain provisions identified below. In addition, CPM shall have the right to take appropriate administrative and/or legal action in the event of breach or (alleged) criminal activity, including alerting legal authorities, as it deems necessary in its sole discretion. You may also terminate this TOS at any time by providing CPM with notice of cancellation, but all applicable provisions of this TOS will survive termination, as identified below. You may close your account by clicking here. Upon termination and in accordance with law, your right to access and use the CPM Solution shall cease (regardless of the subscription period) and you must immediately destroy all copies of any aspect of the CPM Solution in your possession. Termination shall result in deactivation or deletion of your account with CPM. The provisions concerning Content, License Grant Restrictions, Proprietary Rights, Permission to Use User Content, Proprietary Rights, Feedback, Confidentiality, Additional Terms and Conditions, Disclaimer of Warranty, Limitation of Liability, Indemnification (for a period of one year after termination), Arbitration, Governing Law, Enforcing Security, Injunctive Relief, Term and Termination, Waiver & Severability, and Entire Agreement will survive the termination of this TOS for any reason. Further, CPM shall not be responsible for any damage that may result or arise out of termination of this TOS.
WAIVER & SEVERABILITY.
Failure to insist on strict performance of any of the terms and conditions of this TOS will not operate as a waiver of any subsequent default or failure of performance. No waiver by CPM of any right under this TOS will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time. If any part of this TOS is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers, venue, claim, and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable, provision that most clearly matches the intent of the original provision and the remainder of this TOS shall continue in effect.
No joint venture, partnership, employment, or agency relationship exists between you and CPM as a result of this TOS or your utilization of the CPM Solution, and you do not have any authority of any kind to bind CPM in any respect whatsoever. This TOS represents the entire agreement between you and CPM with respect to your individual use of the CPM Solution. This TOS is not assignable, transferable, or sub-licensable by you except with CPM’s prior written consent. CPM may transfer, assign, or delegate this TOS and its rights and obligations without consent. Please note that CPM reserves the right to change the terms and conditions of this TOS and the terms and conditions under which the CPM Solution and its offerings are extended to you by posting online a revised TOS or mailing and/or e-mailing notice thereof to you. In addition, CPM may add, modify, or delete any aspect, program, functionality, or feature of the CPM Solution. Your continued use of the CPM Solution following any addition, modification, or deletion will be conclusively deemed acceptance of any change to the terms and conditions of this TOS. Accordingly, please review this TOS found at this location on a periodic basis.
If you have questions regarding the CPM Solution or if you are interested in obtaining more information concerning CPM or its products, services, or solutions, please contact CPM.
Serving all metro Denver real estate areas including: Arvada, Boulder, Broomfield, Englewood, Golden, Highlands Ranch, Lakewood, Littleton, Vail, Breckenridge and Winter Park.
Serving all Leelanau and Grand Traverse county real estate areas including: Traverse City, Sutton’s Bay, Leland, Lake Leelanau, Glen Arbor, Old Mission, Omena, Northport, Empire, Elk Rapids and Torch Lake.