Terms of Use

These Terms of Use (these “Terms of Use”) are an agreement between you and C. Myers Corporation, an Arizona corporation (“C. Myers”) that govern your use of the C. Myers website (the “Website”).  C.Myers’ privacy policy (“Privacy Policy”) describes how C. Myers may use your personal information. Your acceptance of these Terms of Use constitutes your acceptance of the Privacy Policy, which is incorporated herein by this reference. If you object to your personal information being used as described in the Privacy Policy please do not use or access the Website.

Additional terms and conditions of use applicable to specific areas of the Website may also be posted on the Website.  These Terms of Use, the Privacy Policy and any additional terms posted on the Website are referred to as this “Agreement”.  Certain services provided by C. Myers and accessible through the Website require that you enter into a separate written agreement with C. Myers.  In the event of a conflict between the terms of this Agreement and any separate written agreement with C. Myers, the terms of your separate written agreement will govern.

By accessing, browsing, submitting information to, or otherwise using the Website, you acknowledge that you have reviewed and agree to be bound by this Agreement in connection with your use of the Website.  C. Myers reserves the right to modify or supplement any or all of the terms of this Agreement from time to time without notice to you.  Continued use of the Website following the posting of any changes to the terms of this Agreement constitutes your acceptance of the changes.  If you do not agree with the terms and conditions of this Agreement at any time, you are required to cease use of the Website.  C. Myers encourages you to print a copy of this Agreement for your records.

C. Myers reserves the right, in its sole discretion, to restrict, suspend or terminate access to all or any part of the Website or to change, suspend or discontinue all or any aspect of the Website, including the availability of any feature, database, information or content, at any time and without prior notice or liability. You are not authorized to use the Website in any jurisdiction where the terms of this Agreement are not enforceable.

You may terminate this Agreement at anytime by ceasing use of the Website and paying all amounts due to C. Myers, if any.

Accounts

Portions of the Website are available without registration.  Other portions are strictly reserved for the use of current clients of C. Myers, authorized trial users, or other parties specifically approved by C. Myers, and their use is further subject to the terms of any other agreements that their institutions have in place with C. Myers.  Use of the restricted portion of the Website requires you to registrar for an account on the Website and may require providing personal data including name, phone number, address, and other contact information.  You agree to provide, and maintain, true, accurate, complete, and current information in connection with any such request and to promptly notify C. Myers of any changes in the information.  You will be required to select a username and password for your account.  You agree to immediately notify C. Myers if you know or suspect that your account is being accessed or used without authorization. Notwithstanding the foregoing sentence, you are solely responsible for maintaining the confidentiality of your password and for all usage and activity on your account, including, but not limited to, use of the account by any third party.  C. Myers reserves the right, in its sole discretion, to deny access to, or temporarily or permanently suspend your account at any time and for any reason or no reason.

By registering for an account or using the Website, you represent that you are at least 18 years of age, and of the age of legal majority in your state or country of residence if older than 18.

Client Data

Certain services provided by C. Myers allows you to submit Client Data through your Website account.  “Client Data” shall mean all data or information submitted by or on behalf of you in connection with the services. As between C. Myers and you, you exclusively own all rights, title, and interest in and to all Client Data.  C. Myers shall have the right to access and use the Client Data solely to perform its obligations in accordance with the terms of this Agreement and any other agreement between you and C. Myers.  C. Myers shall not be responsible or liable for the deletion, alteration, destruction, damage, loss or failure to store any Client Data unless, and only to the extent that, such deletion, alteration, destruction, damage, loss or failure to store any Client Data is directly and proximately caused by C. Myers’ willful misconduct and subject to any limitations set forth in this Agreement or other agreement between you and C. Myers.

Aggregated Data

C. Myers reserves the right to develop and commercialize benchmarks, measures and analytics based on Aggregated Data. “Aggregated Data” shall mean Client Data (i) anonymized, and not identifiable to any person or entity, (ii) combined with the data of other clients, users or additional data sources, and (iii) presented in a manner from which your identity may not be derived.

Content

The Website includes information which C. Myers believes will be of interest to its users.  Some of the information has been developed by C. Myers. Other information is provided by third-party sources.  C. Myers cannot ensure that information it provides is accurate, exhaustive or complete on every subject or that it will necessarily include all of the most recent information available on a particular topic.  You are solely responsible for use of and reliance on this information.

Information, software, text, photographs, graphics, links and other material (collectively, the “Content”) provided on the Website are protected by copyright, trademark or other proprietary rights of C. Myers or of third parties.  You may download or copy the Content for personal use only, provided that you maintain all copyright and other notices contained therein.  Otherwise, you may not copy, store in electronic form, modify, print, transmit, transfer or sell, create derivative works from, distribute, perform, display, or in any way exploit any of the Content, in whole or in part, without obtaining permission of C. Myers, except as expressly permitted in this Agreement or permitted under copyright law.

Restricted Use

You are prohibited from violating or attempting to violate the security of the Website, or otherwise abusing the Website.  The framing, mirroring, scraping or data-mining of the Website or any of its content in any form and by any method is strictly prohibited.  You may not access the Website through spiders, robots or any other software programs or electronic means that perform multiple, automated, successive queries.  You may not use any collaborative browsing or display technologies in connection with your use of the Website.  You agree not to use the Website for any illegal purpose, in violation of any law or regulation, or in any manner inconsistent with this Agreement.  You agree not to input, distribute, upload, post, transmit or otherwise make available any content or data through the Website that:  (i) is confidential; (ii) is unlawful, improper, abusive, harassing, libelous, defamatory, obscene, pornographic, threatening or otherwise objectionable; (iii) you are not authorized or have the right to make available; (iv) violates the rights of others, such as content that infringes any patent, trademark, trade secret, copyright, other proprietary rights or violates any right of privacy or publicity; (v) violates the property rights of others; (vi) offends the community standards of users of the Website; (vii) contains software viruses or any other computer code, files or programs designed to work around any technical limitations in the Website or perform or that would interfere with the proper working of the Website; or (viii) otherwise violates any applicable law.  Violations of this Section may result in civil or criminal liability.

Contacts with Other Websites

C. Myers may include or provide links on the Website to other websites on the Internet that are owned and operated by third parties. Your use of such web pages or websites, while subject to the terms of this Agreement, is also subject to and governed by the terms and guidelines, if any, contained within such web page or website. You acknowledge that C. Myers is not responsible for the availability of, or the content located on or through, any third-party sites.  C. Myers does not endorse, and takes no responsibility for such products, services, websites, and materials.  C. Myers is not responsible for and has no liability for the privacy or other practices of any such third party.  C. Myers recommends that you review the privacy policies of each website you visit.  You should contact the site administrator or webmaster for those sites if you have any concerns regarding such links or the content located on such sites.

Exchange of Information

The communications between you and C. Myers use electronic means, whether you use the Website or send C. Myers emails, or whether C. Myers posts notices on the Website or communicates with you via email.  For contractual purposes, you (i) consent to receive communications from C. Myers in an electronic form, and (ii) agree that all terms and conditions, agreements, notices, disclosures, and other communications that C. Myers provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in a hardcopy writing.

In connection with using the Website, you may provide or receive information by email.  Although email is generally reliable, email can be transmitted improperly or wrongfully intercepted.  C. Myers does not warrant or guarantee that the transmission of email messages will be uninterrupted or transmitted without error.  You acknowledge that transmissions to and from the Website may not be secure or confidential and your communications may be read or intercepted by others.  You acknowledge that by submitting communications to or through the Website, no confidential, fiduciary, contractually implied or other relationship is created between you and C. Myers, or any other third party.

Mobile Services

When you access the Website through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply.  In addition, downloading, installing, or using certain mobile services may be prohibited or restricted by your carrier, and not all mobile services may work with all carriers or devices.  You acknowledge and agree that your use of the Website must be in accordance with the usage rules established by your mobile device platform or service provider.

Use of Blog

The Website includes access to a blog.  To access the blog, you may be required to select a username and password.  The username that you select is the name that appears when you post on the message board.  It can be any name that you select, as long as someone else has not selected that name before you.

Considering the real-time nature of the blog, C. Myers cannot review messages or confirm the validity of information posted.  C. Myers does not actively monitor the contents of posted messages, are is responsible for any messages posted, does not vouch for or warrant the accuracy, completeness or usefulness of any message, and is not responsible for the contents of any message.  The messages express the views of the author of the message, not necessarily the views of C. Myers or any individual associated with C. Myers. Any user who feels that a posted message is objectionable is encouraged to contact C. Myers immediately by email.  C. Myers may, in its discretion, remove such material, but neither the removal nor the failure to do so shall result in liability to anyone.  Because removal is a manual process, removal or editing particular messages may not occur immediately.

Although C. Myers does not and cannot review the messages posted and is not responsible for the content of any of these messages, it reserves the right to monitor, edit, remove, or delete any message for any reason whatsoever. You remain solely responsible for the content of your messages and information posted to the Website.  C. Myers reserves the right to reveal your identity (or whatever information it knows about you) in the event of a formal subpoena arising from any message posted by you.

C. Myers reserves the right to use any messages or information posted by you for any purpose, including but not limited to reproduction in its electronic or printed publications or in any media now known or hereafter developed and you grant C. Myers a nonexclusive license to use, copy, edit, modify, transmit, distribute and to create a derivative work of any such message or information. You waive all rights you may have to inspect and/or approve of any use of your messages and information by C. Myers. C. Myers will not pay you for your messages or information or to exercise any rights related to your messages and information set forth in this Section.

You shall not upload, post or email any content or information that (a) is libelous, defamatory, obscene, pornographic, abusive, harassing or threatening, (b) contains viruses or other contaminating or destructive features, (c) violates the rights of others, such as content that infringes any copyright, trademark, patent, trade secret or violates any right of privacy or publicity, (d) offends the community standards of users of the Website, (e) interferes with or disrupts the Website, (f) harasses another user or (g) otherwise violates any applicable law.  You agree and acknowledge that you have the burden of determining whether any material is or is not protected by copyright.

Disclaimer of Warranties and Limitation of Liability

YOU AGREE THAT YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK.  BECAUSE OF THE NUMBER OF POSSIBLE SOURCES OF INFORMATION AVAILABLE THROUGH THE WEBSITE, AND THE INHERENT HAZARDS AND UNCERTAINTIES OF ELECTRONIC DISTRIBUTION, THERE MAY BE DELAYS, OMISSIONS, INACCURACIES OR OTHER PROBLEMS WITH SUCH INFORMATION.

THE MATERIALS AND SERVICES ON THE WEBSITE AND THE WEBSITE ARE PROVIDED TO YOU “AS IS, AS AVAILABLE.”  C. MYERS AND ITS AFFILIATES AND LICENSORS, AND THEIR RESPECTIVE MANAGERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, SUCCESSORS, AND/OR ASSIGNS DO NOT WARRANT THE ACCURACY, TIMELINESS, COMPLETENESS, CURRENTNESS, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE INFORMATION AVAILABLE THROUGH THE WEBSITE OR THE WEBSITE.  NOR DO THEY GUARANTEE THAT THE WEBSITE WILL BE ERROR-FREE OR CONTINUOUSLY AVAILABLE OR THAT THE WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.  C. MYERS AND ITS AFFILIATES AND LICENSORS, AND THEIR RESPECTIVE MANAGERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, SUCCESSORS, AND/OR ASSIGNS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE INFORMATION ON THE WEBSITE OR IN THIRD-PARTY SITES OR YOUR RELIANCE THEREUPON  IN TERMS OF THEIR CORRECTNESS, ACCURACY, TIMELINESS, RELIABILITY OR OTHERWISE. YOU, AND NOT C. MYERS, ASSUME THE ENTIRE COST OF ALL NECESSARY MAINTENANCE, REPAIR OR CORRECTION.

UNDER NO CIRCUMSTANCES SHALL C. MYERS OR ITS AFFILIATES OR LICENSORS, OR ANY OF THEIR RESPECTIVE MANAGERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, SUCCESSORS, AND/OR ASSIGNS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DAMAGES (WHETHER DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHERWISE, OR WHETHER RESULTING FROM TORT, CONTRACT OR OTHER THEORIES OF LAW) INCLUDING BUT NOT LIMITED TO ATTORNEYS’ FEES AND LOST PROFITS, IN CONNECTION WITH, OR IN ANY WAY ARISING OUT OF:  (1) THE USE OR INABILITY TO USE THE WEBSITE AND ITS CONTENT; (2) ANY ERRORS OR OMISSIONS IN THE CONTENT OR INFORMATION ON THE WEBSITE; OR (3) ANY COMPUTER VIRUS OR OTHER PROGRAMMING DEVICE, EVEN IF THEY HAVE ADVISED OF THE POSSIBILITY THEREOF.

IF YOU BECOME DISSATISFIED WITH THE WEBSITE, OR THE TERMS, CONDITIONS OR POLICIES GOVERNING THE WEBSITE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE WEBSITE.  THIS LIMITATION ON DAMAGES IS ESSENTIAL TO THIS AGREEMENT AND THE WEBSITE WOULD NOT BE PROVIDED FREE OF CHARGE WITHOUT SUCH LIMITATION.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, OR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO PORTIONS OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.  IN SUCH STATES, THE LIABILITY OF C. MYERS, ITS AFFILIATES AND LICENSORS, AND EACH OF THEIR RESPECTIVE MANAGERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, SUCCESSORS, AND/OR ASSIGNS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.  IN NO EVENT SHALL THE AGGREGATE LIABILITY OF C. MYERS OR ITS AFFILIATES AND LICENSORS, AND EACH OF THEIR RESPECTIVE MANAGERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, SUCCESSORS, AND/OR ASSIGNS EXCEED $100.  YOU ACKNOWLEDGE AND AGREE THAT THE WEBSITE WOULD NOT BE PROVIDED WITHOUT THE DISCLAIMERS AND LIMITATIONS SET FORTH IN THIS AGREEMENT AND THAT THE DISCLAIMERS, LIMITATIONS AND REMEDIES ARE REASONABLE.

Release

You hereby release C. Myers and its affiliates and licensors, and each of their respective managers, members, directors, officers, employees, contractors, agents, successors, and/or assigns, from claims and all liabilities of every kind, known and unknown, arising from disputes between you and other users or other third parties arising from or related to the Website.  By entering into this Agreement, you hereby waive any statutory or other type of protections that would otherwise limit this release to covering only known or suspected claims at the time of this release.  If you are a California resident, you waive California Civil Code §1542, which says:  “A general release does not extend to claims which the creditor does not know or suspect to 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.”

Indemnification

You agree to indemnify, defend, and hold C. Myers and its affiliates and licensors, and each of their respective managers, members, directors, officers, employees, contractors, agents, successors, and/or assigns harmless from and against any and all claims from third-parties arising out of or in any way related to any and all claims, losses, damages and expenses (including attorneys’ fees) resulting from (a) your use of the Website or the services provided through the Website, (b) your violation of applicable laws or regulations, (c) your Client Data, including an allegation that the Client Data infringes or otherwise violates a third party’s property, privacy or other right, (d) breach of this Agreement, regardless of the form of action, (e) your dispute with another user, and (f) your messages and information that you post to the Website.  C. Myers reserves the right, at its own expense, to assume the exclusive defense and control of any claim subject to indemnification by you, in which event you will fully cooperate with C. Myers, and you shall not in any event settle or otherwise dispose of any matter without C. Myers’ prior written consent.

Claims of Copyright Infringement

If you believe that your work has been copied and used in the Website in a way that constitutes copyright infringement, please provide C. Myers’ designated Copyright Agent with the following information:

1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
2. a description of the copyrighted work that you claim has been infringed;
3. a description of where the material that you claim is infringing is located on the Website;
4. your address, telephone number, and email address;
5. a statement by you that you have a good faith belief that the dispute use is not authorized by the copyright owner, its agent, or the law;
6. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owners behalf.
7. C. Myers’ Copyright Agent for Notice of claims of copyright infringement can be reached at:

Copyright Agent:  Sophie May

Address:  8222 S 48^Th Street Suite 275 Phoenix, AZ 85044

Email:  smay@cmyers.com

Only notices under that Digital Millennium Copyright Act (17 U.S.C. § 512, et seq.) should be submitted to the Copyright Agent.  C. Myers cannot take any action with respect to any take down request unless the notice includes all of the information requested.

Use Outside of the United States

C. Myers makes no representation that the Websites is appropriate or available for use in locations outside the United States. Access to the Website from countries or territories where such access is illegal is prohibited. Those who choose to access the Website outside the United States do so on their own initiative and risk and are responsible for compliance with the laws of the United States.  You specifically agree to comply with all applicable laws concerning the transmission of technical data exported from the United States or the country you reside in.

The Website and its content may be subject to U.S. export control laws and may be subject to export or import regulations in other countries.  You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from C. Myers, or any products utilizing such data, in violation of the United States export laws or regulations.

Force Majeure

C. Myers shall not be responsible for any failure to provide the Website or delay in performing any of its obligations under this Agreement where and to the extent that such failure or delay results from an unforeseeable event beyond C. Myers’ reasonable control, including but not limited to, acts of war; acts of nature; earthquake; flood; embargo; riot; sabotage; labor shortage or dispute; changes in government codes, ordinances, laws, rules, regulations or restrictions; failure of the Internet; terrorist acts; failure of data, products or services controlled by any third party, including the providers of communications or network services; or utility power failure.

Feedback

All comments, feedback, suggestions, ideas, and other submissions disclosed, submitted or offered by you related to the Website or the services offered by C. Myers shall be owned by C. Myers and by such disclosure, submittal or offer you assign all rights therein to C. Myers.

General Terms

This Agreement, all intellectual property issues, and your rights and obligations shall be governed by the laws of the United States of America and the State of Arizona governing contracts wholly entered into and wholly performed within Arizona.  Any action to enforce this Agreement or in any manner related to C. Myers shall be brought exclusively in the federal or state courts located in Phoenix, Arizona and you agree to submit to the jurisdiction of such courts.  The prevailing party in any litigation shall be entitled to recover from the other party its reasonable attorneys’ fees (as determined by a court and not a jury) and related costs and expenses incurred as a result of the litigation in addition to such other relief as may be granted.

This Agreement and any separate written agreements between you and C. Myers for services provided by C. Myers constitute the entire agreement between you and C. Myers with respect to your use of the Website, and supersedes all previous written or oral agreements regarding such use.  If any inconsistency exists between the terms of this Agreement and any additional terms and conditions posted on the Website, the terms shall be interpreted as to eliminate any inconsistency, if possible, and otherwise, the additional terms and conditions shall control.  The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect the validity or enforceability of the other provision hereof. Any provision determined to be invalid or unenforceable will be modified, to the extent possible, to be valid and enforceable so as to retain the intent of the parties.  The section titles in this Agreement are for convenience only and have no legal or contractual effect.  The parties agree that the indemnification provision, and all such similar terms which, by their substantive intent are intended to survive termination of this Agreement, shall survive the termination of this Agreement.

You shall not assign or transfer, or purport to assign or transfer, any of your rights or obligations under this Agreement without the prior written consent of C. Myers.  Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the successors and permitted assigns of the respective parties hereto.

Except as otherwise provided in this Agreement, all notices to C. Myers shall be sent by email to contact@cmyers.com, or by first class mail, postage prepaid to 8222 South 48th Street, Suite 275, Phoenix, AZ 85044.  Any notices sent by C. Myers to you shall be sent to the email address or street address listed in your account  information.  Notice shall be deemed given twenty-four (24) hours after an electronic message is sent, unless the sending party is notified that the message did not reach the recipient or three (3) days after the date of mailing.

Updated:  May 2019