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LEGAL NOTICE AND CMS ON TEST TERMS AND CONDITIONS
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\r\n LEGAL NOTICE. PLEASE READ THESE TERMS AND CONDITIONS (THIS “\r\n ACCESS AGREEMENT” OR THESE “\r\n TERMS”) CAREFULLY BEFORE ACCESSING CMS ON TEST\r\n OR EXECUTING THIS ACCESS AGREEMENT. THE PAGES AND INFORMATION CONTAINED IN OR COMPRISING CMS ON TEST\r\n ARE CMS’ OR ITS AFFILIATE’S PROPERTY, OR ARE OWNED BY A THIRD PARTY AND ARE USED UNDER LICENSE.\r\n BY ACCESSING CMS ON TEST, YOU AGREE TO BE BOUND BY AND ABIDE BY THESE TERMS.\r\n IF YOU DO NOT ACCEPT THESE TERMS, YOUR ACCESS TO CMS ON TEST IS STRICTLY PROHIBITED.\r\n
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\r\n - \r\n Authority to Access and Use.Dealer and its Representatives are the only persons or entities authorized to access and use CMS On Test under this Access Agreement. “\r\n Dealer” (also, “\r\n you” or “\r\n your”) means the person or entity that has entered into a written contract with CMS for CMS’s performance of monitoring services (“\r\n Monitoring Agreement”). “\r\n Representatives” includes, but is not limited to, Dealer’s employees, representatives, agents and all persons or entities to whom Dealer gives or permits, directly or impliedly, authority to access and/or use CMS On Test. You accept sole responsibility for all activities of your Representatives relating or pertaining to this Access Agreement and/or access and/or use of CMS On Test.\r\n
\r\n - \r\n Term and Termination. These Terms are effective immediately upon your access to CMS On Test or upon your execution of this Access Agreement, whichever occurs first (“\r\n Effective Date”). Your access to CMS On Test shall automatically terminate, without notice, upon the termination of the (“\r\n Monitoring Agreement”). Further, CMS may, in CMS’ sole and absolute discretion, terminate this Access Agreement upon thirty (30) days prior notice to you, and CMS shall have to liability therefor.\r\n
\r\n - \r\n Trademarks and Copyright. Much, if not all, of the information contained in, displayed on or distributed through CMS On Test (“\r\n CMS On Test Content”) is protected by trademark, copyright or other intellectual property laws, and is owned by, or licensed to, CMS or its affiliate. “\r\n Affiliate” means any entity controlling, controlled by or under common control with CMS. All CMS On Test Content is owned and/or controlled by CMS. “\r\n Trademarks” include, but not limited to, any word, name, symbol, color or sound that is adopted and/or used by, or licensed to, CMS or Affiliate, including, but not limited to, trade names, logos, service marks, trade dress and products. “\r\n Copyright” information includes, but not limited to, all executable code, computer databases and computer software adopted and/or used by, or licensed to, CMS or Affiliate. Unless CMS’s Legal Department otherwise agrees in writing, you: (a) may only print, copy and download CMS On Test Content for your own use; and (b) you are strictly prohibited from transmitting, distributing, reproducing, publicly displaying, modifying, reusing, reposting, renting, sublicensing, publishing, framing, storing for subsequent use, creating derivative works from or otherwise using CMS On Test Content, in whole or in part, except as expressly provided in these Terms. Except as expressly provided in these Terms, nothing contained herein, in CMS On Test, or the Monitoring Agreement, shall be construed as granting you, by implication, estoppel or otherwise, any license or right to use any CMS On Test Content or CMS’s or Affiliate’s other intellectual property for any purpose whatsoever, including, but not limited to, use of Trademarks as metatags on other websites, unless CMS’s CMS’s Legal Department otherwise agrees in writing. If you copy or download any CMS On Test Content, you shall retain all (not remove or obscure any) Trademark, Copyright and other notices or legends contained or displayed thereon. Unauthorized use of CMS On Test or CMS On Test Content is strictly prohibited by these Terms.\r\n
\r\n - \r\n Limited License. Provided that you strictly adhere to these Terms, CMS grants you a nonexclusive, non-transferable, non-sublicensable, revocable, limited right to access and use CMS On Test and CMS On Test Content pursuant to the section styled “Access and Use”.\r\n
\r\n - \r\n Access and Use\r\n
\r\n - \r\n \r\n Equipment and Services.\r\n You are solely responsible for obtaining and maintaining all systems, equipment and services necessary for your access to and use of CMS On Test. CMS has no obligation to modify or conform any CMS or Affiliate system, equipment, service or business practice to accommodate your access to or use of CMS On Test.\r\n
\r\n - \r\n \r\n User Name and Passcode.\r\n You will create or be assigned a user name and passcode for your access to non-public areas of CMS On Test, and you are solely responsible for the confidentiality of and all activities that occur in connection with your user name and passcode. You should take steps to protect the confidentiality of your user name and passcode. If you become aware of any disclosure, loss, theft or unauthorized use of your user name and/or passcode, you shall notify CMS immediately. CMS may require you to change your user name and/or passcode at any time.\r\n
\r\n - \r\n \r\n User Submission.\r\n Certain areas of CMS On Test permit you to submit information, data or other materials (each, a “\r\n User Submission”). You shall ensure that each User Submission you submit contains only true, accurate, current and complete information, and you further shall promptly update all such information to keep it true, accurate, current and complete for as long as any underlying subscriber agreement relevant to the User Submission remains in effect. CMS may,\r\n but is not obligated to, pre-screen or otherwise review any User Submission (“\r\n Pre-Screen”) and monitor any area of CMS On Test through which a User Submission may be submitted. If CMS elects to so Pre-Screen, and it decides, in its sole and absolute discretion, that any User Submission contains untrue, inaccurate, outdated or incomplete information, or that such information was submitted in an incorrect format, you shall promptly resubmit the true, accurate, current and complete information in the correct format.\r\n Notwithstanding the foregoing, you expressly acknowledge, agree and covenant that you are solely responsible for each User Submission, whether CMS elects to Pre-\r\n Screen or not, and you accept sole and exclusive responsibility for any untrue, inaccurate, outdated or incomplete information contained therein and for all damages arising out of or related thereto.\r\n By submitting a User Submission, and by authorizing any person or entity to submit a User Submission with your user name and passcode, you represent, warrant and covenant that: (i) you own all rights in such User Submission or that you have acquired all necessary rights to enable you submit the User Submission and to grant to CMS the rights described herein; (ii) you have paid and will pay in full all financial obligations, of any kind, arising from any use of such User Submission; (iii) information contained in your User Submission is not known by you to be false, outdated, incomplete, inaccurate, or misleading; (iv) such User Submission does not infringe the trademark, copyright or other intellectual property rights, privacy rights or any other legal or moral rights of any third party; (v) such User Submission does not violate any other federal, state or local law, rule, regulation and ordinance, including, but not limited to, those governing consumer protection, unfair competition or anti-discrimination; (vi) such User Submission is not, and may not reasonably be considered to be, defamatory, libelous, racially, ethnically, religiously or otherwise biased or offensive, threatening or harassing, vulgar or invasive of another’s privacy; and (vii) such User Submission does not contain any viruses or other potentially damaging or destructive programs, files or elements. Further, by submitting a User Submission, you grant to CMS an irrevocable, perpetual, non-exclusive, fully-paid license (sub-licensable through multiple tiers) to use, distribute, reproduce, modify, adapt, publish and translate such User Submission (or any modification thereto), in whole or in part, in any format or medium now known or later developed, in any manner and for any purpose that CMS deems appropriate and that is not inconsistent with the Monitoring Agreement or applicable federal, state and local laws, rules, regulations and ordinances.\r\n
\r\n - \r\n \r\n Prohibited Use.\r\n You shall not engage in any unauthorized use of CMS On Test or systems, including, but not limited to, unauthorized entry into CMS or Affiliate websites or systems, misuse of user names or passcodes, or misuse of CMS On Test Content, User Submission or other information. You shall not: (i) access or use CMS On Test in any manner that could or is intended to disrupt, damage, interrupt, disable, overburden or impair CMS On Test; (ii) access or use CMS On Test in any manner that could or is intended to interfere with any other person’s or entity’s use and enjoyment of CMS On Test; (iii) impersonate any person or entity or otherwise misrepresent your affiliation with any person or entity; (iv) gain or attempt to gain unauthorized access to areas of CMS On Test, CMS On Test Content or other information through any means not intentionally made available to you by CMS for your specific use; (v) gain or attempt to gain unauthorized access to CMS On Test, computer systems or networks connected to CMS On Test or CMS On Test Content through hacking, password mining or other means; (vi) engage in any activities with respect to CMS On Test or CMS On Test Content that are contrary to or violate any applicable federal, state or local law, rule, regulation or ordinance; (vii) change, remove or obscure any Trademark, Copyright and other notices or legends contained and/or displayed on CMS On Test Content; or (viii) permit any unauthorized access to CMS On Test and/or copying or distribution of any CMS On Test Content.\r\n
\r\n - \r\n \r\n Changes.\r\n CMS may, in its sole discretion, revise, replace, restrict, discontinue, rescind, suspend or terminate access to and/or use of CMS On Test and/or this Access Agreement, in whole or in part, at any time and for any reason (or for no reason), and you agree that CMS shall have no responsibility therefor. Changes hereto will be effective when posted on CMS On Test or when delivered to you, whichever occurs first. You agree to regularly review the CMS On Test Terms to ensure that you are aware of any changes. By continuing to access CMS On Test after any changes to the Terms, you agree to be bound by and abide by the most recent version of the Terms.\r\n
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\r\n \r\n - \r\n Linking and Linked Websites.\r\n
\r\n - \r\n \r\n Linking.\r\n If you link to CMS On Test, you represent, warrant and covenant that you will not: (i) replicate any CMS On Test Content; (ii) frame or otherwise create a browser or border environment around CMS On Test Content; (iii) imply that CMS or Affiliate endorses you or your company, business, website or its contents, products or services; (iv) misrepresent your, or your website's, relationship with CMS; (v) present false, misleading or inaccurate information about, or disparage, CMS or Affiliate, or their products or services; (vi) use CMS or Affiliate Trademarks, Copyrighted materials or other intellectual property without prior written consent of CMS’s Legal Department; (vii) include content on your website that is or could be construed as illegal, distasteful or offensive, but include on your website only content that is appropriate for all age groups; or (ix) link to an internal page of CMS On Test that is located one or several levels down from the home page or bring up or present CMS On Test Content on any other website without prior written consent of CMS’s Legal Department.\r\n
\r\n - \r\n \r\n Linked Websites.\r\n CMS On Test may contain links to third party websites solely for your convenience. CMS has no control over, and is not responsible for, the content thereof. Links to such websites do not constitute CMS’s sponsorship, endorsement or approval of such websites or the contents thereof, nor do links imply that CMS is affiliated or associated with, or is legally authorized to use any trademark, copyright or other intellectual property displayed in or accessible through such links, or that such linked website is authorized to use any trademark, copyright or other intellectual property of CMS or Affiliate. CMS makes no guarantee, warranty or representation regarding the privacy practices or terms of use of such websites, nor does CMS guarantee or warrant the accuracy, integrity or quality of the information available thereon. If you access any third party website linked to CMS On Test, you do so at your own risk and it is your responsibility to take all protective measures to guard against viruses or other potentially damaging or destructive programs, files or elements.\r\n
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\r\n \r\n - \r\n Disclaimer of Warranties.\r\n CMS ON TEST,\r\n CMS ON TEST CONTENT\r\n AND\r\n THE SELF-SERVICES AVAILABLE THROUGH CMS ON TEST\r\n ARE PROVIDED WITHOUT GUARANTY, WARRANTY OR REPRESENTATION OF ANY KIND WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, AS TO ACCURACY, COMPLETENESS, RELIABILITY OR TIMELINESS\r\n , AND CMS ASSUMES NO RESPONSIBILITY THEREFOR.\r\n CMS ON TEST AND\r\n CMS ON TEST CONTENT\r\n MAY CONTAIN ERRORS OR OMISSIONS, AND YOU ACKNOWLEDGE AND AGREE THAT YOUR RELIANCE THEREON IS AT YOUR SOLE RISK. CMS RESERVES THE RIGHT, IN ITS SOLE AND ABSOLUTE DISCRETION, TO CORRECT ANY ERRORS OR OMISSIONS, OR OTHERWISE MODIFY\r\n CMS ON TEST,\r\n CMS ON TEST CONTENT\r\n AND\r\n THE SELF-SERVICES \r\n WITHOUT PRIOR NOTICE. CMS DOES NOT GUARANTY, WARRANT OR REPRESENT THAT ANY INFORMATION FOR DOWNLOADING THROUGH, OR ANY LINKED WEBSITES ON, CMS ON TEST WILL BE FREE OF VIRUSES OR OTHER POTENTIALLY DAMAGING OR DESTRUCTIVE PROGRAMS, FILES OR ELEMENTS.\r\n YOU ARE SOLELY RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES TO SATISFY YOUR PARTICULAR REQUIREMENTS FOR ACCURACY OF DATA AND OUTPUT. YOU ASSUME SOLE RESPONSIBILITY AND RISK FOR YOUR ACCESS TO AND USE OF CMS ON TEST, INFORMATION AND SELF-SERVICES.\r\n CMS ON TEST,\r\n CMS ON TEST CONTENT\r\n AND THE SELF-SERVICES ARE PROVIDED “AS IS” AND CMS DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTY, REPRESENTATION OR ENDORSEMENT WHATSOEVER INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR NON-INFRINGEMENT, OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE IN RELATION THERETO. \r\n
\r\n - \r\n Indemnification. You shall indemnify and save harmless CMS and Affiliates, and all past, present and future directors, officers, employees, representatives, agents, (sub)contractors or vendors thereof (“\r\n Indemnitees”), and upon CMS’s request defend, from and against any and all claims, suits, demands, actions, causes of action and proceedings, whether administrative, civil, criminal, investigative, legislative or otherwise, including, but not limited to, all types of damages, liabilities, losses, fines, fees, costs and expenses, including, but not limited to, judgments, penalties, court costs, settlement costs, attorneys’ fees, investigators’ fees, witness’ fees and collection fees, for both trial and appeal, that Indemnitees may incur or may become responsible for, either directly or indirectly, which arise out of or relate or pertain to your access and/or use of CMS On Test, whether same shall be or alleged to be caused by the negligence of Indemnitees or otherwise\r\n (“Claim” or “Claims”). The indemnification provided herein is a demand obligation owing from you to CMS, and you shall pay same to CMS on demand.\r\n
\r\n - \r\n Insurance You agree that you now have and that, at all times during which these Terms are in effect, you, on your own behalf and on the behalf of anyone directly or indirectly employed by you and/or anyone for whose \r\n acts you may be liable, shall maintain in full force and effect sufficient insurance coverage in not less than the types and amounts specified in this section styled “Insurance”, and that no policy so described shall be subject to \r\n termination without at least thirty (30) days prior written notice to CMS. You shall require your insurance carriers to name “Security Monitoring Services, Inc., d/b/a Criticom Monitoring Services“ as an additional insured on such \r\n coverage per industry standard ISO forms CG 2010 and CG 2037, or equivalent form or endorsement, as respects ongoing and completed operations, and waive all rights of subrogation against Indemnitees. If additional insured and waiver \r\n of subrogation wording is within the policy, no endorsement is necessary. You shall provide CMS a certificate of insurance evidencing such coverage, along with a copy of the additional insured endorsement, simultaneously with your \r\n delivery of this Agreement bearing your signature.\r\n
\r\n - \r\n Commercial General Liability Insurance. Limits not less than $1,000,000 per occurrence and $2,000,000 aggregate per project/location. When per project/location aggregate is not available, \r\n the aggregate limit must be $3,000,000 or Excess/Umbrella Liability coverage of at least $1,000,000 must be also be provided. The policy shall include contractual liability covering all Dealer’s indemnity obligations.\r\n
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\r\n \r\n - \r\n Limitation of Liability.\r\n \r\n Without limiting the section styled “Indemnification” above, if any Indemnitee is determined to be responsible for any loss, injury, or other consequence arising out of or related to CMS On Test, such \r\n CLAIMS AGAINST AND THE TOTAL LIABILITY OF INDEMNITEES SHALL BE LIMITED TO ONE HUNDRED ($100.00) DOLLARS. This amount is your sole remedy regardless of how the loss, injury, or other consequence is caused, \r\n even if caused by the negligence, breach of these Terms, strict liability, failure to adhere to any applicable law, or other fault of any Indemnitee. You agree that were CMS to have liability greater \r\n than that stated above, CMS would not provide CMS On Test.\r\n IN NO EVENT SHALL ANY INDEMNITEE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL OR OTHER DAMAGES WHATSOEVER ARISING OUT OF OR RELATED TO YOUR ACCESS AND/OR USE OF CMS ON TEST, \r\n AND/OR YOUR INABILITY TO ACCESS AND/OR USE CMS ON TEST OR ANY LINKED WEBSITE, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, BUSINESS INTERRUPTION AND LOSS OF PROGRAMS, OTHER DATA OR INFORMATION, EVEN IF INFORMED IN ADVANCE \r\n OF THE POSSIBILITY OF SUCH DAMAGES.\r\n
\r\n - \r\n Entire Agreement; Other Agreements; Survival; Waiver; Limitation Of Actions; Choice Of Law And Forum; Severability. \r\n These Terms constitute and are intended as a final expression of the agreement relating to Dealer’s and its Representatives’ access to and use of CMS On Test.\r\n Both parties have read and understand these Terms completely. \r\n These Terms supersede all prior and contemporaneous written and oral representations, understandings or agreements relating to Dealer’s and its Representatives’ access to and use of CMS On Test. \r\n These Terms are in addition to other the Monitoring Agreement, and in the event of any conflict between the Subscriber Agreement and these Terms, these Terms are to control. The provisions of Sections 3, 7, 8 and 9 \r\n shall survive the termination of this Access Agreement. No waiver of any breach of these Terms shall be construed to be a waiver of any subsequent breach, and no waiver of the rights or obligations hereof shall be binding upon \r\n the party purportedly making such waiver unless such waiver is in a writing executed by an authorized preventative thereof. No lawsuit or any other legal proceeding connected with these Terms may be brought or filed\r\n more than one (1) year after the incident giving rise to the claim occurred, and no lawsuit or legal proceeding is to be heard before a jury; rather,\r\n to the maximum extent permitted by applicable law, Dealer knowingly, voluntarily, and intentionally waives its right to a trial by jury in any action or other legal proceeding arising out of or relating to these Terms and the transactions it contemplates\r\n , and this waiver applies to any action or legal proceeding, whether sounding in contract, tort, or otherwise. This Access Agreement is to be performed in the State of New Jersey, and the validity, interpretation and implementation of, \r\n and settlement of disputes under, these Terms shall be governed by the laws of the State of New Jersey, without regard to such state’s conflict of laws principles. \r\n Any suit or action pertaining to these Terms must be brought only in the state or federal courts of the State of New Jersey having jurisdiction. If a court of competent jurisdiction deems any provision of these Terms unenforceable, \r\n that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect. CMS hereby expressly rejects any handwritten change or addition to this Access Agreement, \r\n all of which shall be void and of no effect.\r\n
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\r\n IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the Effective Date.\r\n
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\r\n By clicking the ACCEPT button below, YOU ACKNOLWEDGE THAT YOU HAVE READ AND UNDERSTAND AND AGREE TO THIS AGREEMENT:\r\n
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\r\n - \r\n You are at least 18 years of age.\r\n
\r\n - \r\n You have read, understood, and agree to this Agreement, which contains important information.\r\n
\r\n - \r\n You are authorized to sign on behalf of Dealer.\r\n
\r\n - \r\n You understand and agree that your placing your signature electronically on this page constitutes your electronic signature for this Legal Notice and CMS On Test Terms and Conditions, \r\n which is a valid and binding signature under the Electronic Signatures in Global and National Commerce Act (\"E-SIGN Act\").\r\n
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