By using our products, you agree to the following terms and conditions (the “Agreement”), which govern your use of the CV Web Games services, including but not limited to the hosted use of software components and related support options (collectively referred to as the “Services”). If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these terms and conditions, in which case “you” or “your” shall refer to that entity. If you do not have such authority, or if you do not agree to these terms and conditions, you must not use the Services.
Services Provided
Under the terms of this Agreement, CV Web Games will provide you with Services, including browser interfaces and data encryption, transmission, access, and storage. Your registration and/or use of the Services shall be deemed your agreement to comply with this Agreement, including any materials incorporated by reference on the CV Web Games website, including but not limited to CV Web Games’ privacy and security policies. For convenience, a definitions section is included at the end of this Agreement. CV Web Games offers various services and products. This Agreement applies to all products and services provided by CV Web Games.
License Grant and Restrictions
CV Web Games hereby grants you a non-exclusive, non-transferable, limited, revocable, worldwide right to use the Services during the license term solely for your internal business purposes, subject to compliance with the terms and conditions of this Agreement.
You shall not:
(i) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make the Services, CV Web Games technology, or CV Web Games content available to any third party;
(ii) modify or create derivative works based on the Services, CV Web Games technology, or CV Web Games content;
(iii) embed the Services in another application as an “iframe” or “frame.” You may only use the Services for internal business purposes and shall not:
(i) send or store materials that contain software viruses, worms, Trojan horses, or other harmful computer code, files, scripts, agents, or programs;
(ii) interfere with or disrupt the integrity or performance of the Services or the data contained therein or CV Web Games’ sites, servers, or networks;
(iii) attempt to gain unauthorized access to the Services or their related systems or networks; or
(iv) take any action that imposes an unreasonable or disproportionately large load on CV Web Games’ infrastructure. CV Web Games reserves the right to modify the scope of the Services and the underlying technological infrastructure to reflect the ongoing development of the Services and technological advancements.
Responsibilities
You shall comply with all applicable local, state, national, and foreign laws, treaties, and regulations in connection with your use of the Services, including those related to data privacy, international communications, and the transfer of technical or personal data. You shall:
(i) promptly notify CV Web Games of any unauthorized use of any password or account or any other known or suspected security breach;
(ii) promptly report to CV Web Games and use your best efforts to stop any known or suspected unauthorized copying or distribution of CV Web Games content by you or your users;
(iii) not impersonate other CV Web Games users or provide false identity information to access or use the Services;
(iv) not use the Services to defame, abuse, harass, threaten, or otherwise infringe upon the legal rights of others;
(v) not post, upload, email, distribute, or disseminate any defamatory, misleading, infringing, or illegal content;
(vi) not collect, store, or transmit personal information of individuals or any information governed by applicable privacy laws or regulations.
Ownership of Intellectual Property
CV Web Games solely owns all rights, title, and interest in and to CV Web Games technology, CV Web Games content, and the Services, as well as any derivatives, suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by you or any other party related to the Services and any aggregated metrics, data, and trends compiled by CV Web Games, including all related intellectual property rights. This Agreement does not constitute a sale and does not transfer to you any ownership or rights related to the Services, CV Web Games technology, or intellectual property. The name CV Web Games, the CV Web Games logo, and the names of products and services related to the Services and CV Web Games content are trademarks of CV Web Games or third parties, and this Agreement does not grant you any rights or licenses to use them. This website may include trademarks, service marks, or logos of third parties, all of which are the property of their respective owners. Furthermore, all content published on the website is owned by CV Web Games and/or its licensors under applicable copyright laws. Neither party nor their respective affiliates shall directly or indirectly make any disparaging comments about each other or their affiliates.
Representations and Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. You represent and warrant that you have not falsely identified yourself or provided any false information to gain access to the Services, and that your billing information is accurate.
CV Web Games represents and warrants that it will provide the Services in a manner consistent with generally accepted industry standards applicable to the provision of such Services, and that during the initial term or each renewal term, the Services will perform substantially in accordance with the online CV Web Games help documentation (which may be updated from time to time). If the Services fail to perform substantially in accordance with such help documentation, and you promptly notify CV Web Games, CV Web Games will modify the Services and/or documentation to make them conform. The foregoing is your sole and exclusive remedy for CV Web Games’ failure to meet the foregoing representations.
Disclaimer
CV Web Games and its licensors make no representations, warranties, or guarantees regarding the reliability, timeliness, quality, suitability, authenticity, availability, accuracy, or completeness of the Services or any content. CV Web Games and its licensors do not warrant or guarantee:
(A) that the use of the Services will be secure, timely, uninterrupted, or error-free, or that it will be compatible with any other hardware, software, systems, or data;
(B) that the Services will meet your requirements or expectations;
(C) that any data stored will be accurate or reliable;
(D) that the quality of any products, services, information, leads, or other materials obtained by you through the Services will meet your requirements or expectations;
(E) that any errors or defects will be corrected; or
(F) that the Services or the servers providing the Services are free of viruses or other harmful components. Except as expressly provided herein, the Services and all content are provided to you strictly on an “as-is” basis. CV Web Games and its licensors hereby disclaim all conditions, representations, and warranties to the maximum extent permitted by applicable law, whether express, implied, statutory, or otherwise, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, or non-infringement of third-party rights.
Notices
CV Web Games may issue notices via general announcements on the Services or via email sent to the email address recorded in your CV Web Games account information. Such notices shall be deemed given 12 hours after being sent via email. You may send notices to CV Web Games via email at the time of receipt (such notices shall be deemed given upon receipt by CV Web Games) to: Vice President of Finance.
Modifications to Terms
CV Web Games reserves the right to modify these terms and conditions or its policies related to the Services at any time, effective upon posting the updated version of this Agreement on the Services. You are responsible for regularly reviewing this Agreement, which is available on the website at all times. Continued use of the Services after any such changes constitutes your acceptance of such changes.
Assignment; Change of Control
You shall not assign this Agreement without the prior written consent of CV Web Games, but CV Web Games may assign this Agreement without your consent to (i) a parent company or subsidiary, (ii) an acquirer of assets, or (iii) a successor in a merger. Any assignment in violation of this section shall be null and void. CV Web Games shall have the right to terminate this Agreement immediately upon written notice if any actual or proposed change of control results in a direct or indirect competitor of CV Web Games owning or controlling 50% or more of your shares.
Non-Solicitation
During the term of this Agreement and for two (2) years after its termination, neither party shall directly or indirectly induce or attempt to induce any employee of the other party to leave the other party, or interfere in any way with the relationship between the other party and any of its employees, hire or engage any employee or former employee of the other party, or enter into any contractual arrangement with any employee or former employee of the other party. In the event of a breach of the foregoing, the breaching party agrees to pay the non-breaching party liquidated damages in an amount equal to one (1) year’s full salary and benefits of the employee hired.
General
This Agreement shall be governed by the laws of the State of Florida and the federal laws of the United States, without regard to any jurisdiction’s choice of law or conflict of laws provisions, and any dispute, litigation, claim, or cause of action arising out of or related to this Agreement or the Services shall be subject to the exclusive jurisdiction of the state and federal courts located in Miami, Florida. Any text or information set forth in any other purchase order, pre-printed form, or document (except for order confirmations, if applicable) shall not add to or change the terms and conditions of this Agreement. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be interpreted to reflect the intent of the parties, and all other provisions shall remain in full force and effect. No partnership, joint venture, employment, or agency relationship exists between you and CV Web Games due to this Agreement or the Services. CV Web Games’ failure to exercise any right or provision of this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to in writing by CV Web Games. This Agreement, together with any applicable order confirmation, constitutes the entire agreement between you and CV Web Games and supersedes all prior or contemporaneous negotiations, discussions, or agreements (whether written or oral) regarding the subject matter hereof. If any of your users are contractors of your organization, you agree that such contractors shall comply with all applicable restrictions set forth in this Agreement through a written agreement, and you shall be fully responsible and indemnify CV Web Games for any failure of any contractor to comply with the terms of this Agreement.
Questions or Additional Information
If you have any questions about this Agreement or would like more information, please email [email protected].
