WEB SITE AND BENCHMARKING MEMBERSHIP
Copyright. The content, information, data, software, photographs, graphs, video, typefaces, music, sounds, images, illustrations, maps, designs, icons, organization, graphics, design, compilation, magnetic translation, digital conversion and other matters, in all forms, related to the Site are protected under applicable copyrights, trademarks and other proprietary (including but not limited to intellectual property) rights. The copying, redistribution, storage, use or publication by you of any such matters or any part of the Site, except as allowed by Section D below, is subject to the U.S. Copyright Act of 1976, Title 17 of the United States Code, and strictly prohibited. You do not acquire ownership rights to any content, document or other materials viewed through the Site. The posting of information or materials on the Site does not constitute a waiver of any rights in such information and materials.
Trademarks. “ROPA,” “Sightlines” and the Sightlines intersecting lines logo are service marks of Sightlines, LLC. Other product, company or institution names identified on the Site may be the trademark, trade name, service mark, logo, symbol or other proprietary designation of a third party.
Limited Right to Use. The viewing, printing or downloading of any content, graphic, form or document from the Site grants you only a limited, nonexclusive license for use solely by you for your own personal use, including internal review by your Board of Trustees (or similar institutional governing body) for budget and planning purposes, and not for republication, distribution, assignment, sublicense, sale, preparation of derivative works or other use. No part of any content, form or document may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical, other than for your internal use (but not for resale or redistribution). Improper or fraudulent uses shall be prosecuted to the fullest extent of the law.
Editing, Deleting and Modification. We reserve the right in our sole discretion to edit or delete any documents, information or other content appearing on the Site.
Indemnification. You agree to indemnify, defend and hold us and our partners, attorneys, staff and affiliates (collectively, the “Affiliated Parties”) harmless from any liability, loss, claim and expense, including reasonable attorneys’ fees, related to the violation of this Agreement or improper use of the Site by you, your employees, partners, agents, attorneys, staff, or affiliates.
Nontransferable. Your right to use the Site is not transferable. Any password or right given to you to obtain information or documents is not transferable and you shall be strictly liable for unauthorized use of your password or rights by third parties.
Disclaimer. THE INFORMATION FROM OR THROUGH THE SITE ARE PROVIDED “AS-IS,” “AS-AVAILABLE,” AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). THE INFORMATION AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. WE AND OUR AFFILIATED PARTIES HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF ANY INFORMATION OR SERVICE. IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, WE AND OUR AFFILIATED PARTIES ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU. THIS SITE AND THE INFORMATION WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE SITE SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT.
Limits. All responsibility or liability for any damages caused by viruses contained within the electronic file containing the form or document is disclaimed. WE WILL NOT BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND THAT MAY RESULT FROM USE OF OR INABILITY TO USE OUR SITE. If, notwithstanding the above, we are found liable for any loss or damage relating to your use of the Site, you agree that our maximum liability to you under such circumstances (and any others) will not exceed $5,500, which represents the consideration you have paid us for the maintenance of information we make available to you on the Site.
Our Use of Information. We reserve the right to the use and assignment of, and you authorize us to use and assign, all information regarding Site uses by you and all information provided by you in any manner consistent with our Privacy Statement.
Third-Party Services. We may allow access to or advertise third-party merchant sites (“Merchants”) from which you may purchase certain goods or services. You understand that we do not operate or control the products or services offered by Merchants. Merchants are responsible for all aspects of order processing, fulfillment, billing and customer service. We are not a party to the transactions entered into between you and Merchants. You agree that use of such Merchants is AT YOUR SOLE RISK AND IS WITHOUT WARRANTIES OF ANY KIND BY US, EXPRESSED, IMPLIED OR OTHERWISE INCLUDING WARRANTIES OF TITLE, FITNESS FOR PURPOSE, MERCHANTABILITY OR NON-INFRINGEMENT. UNDER NO CIRCUMSTANCES ARE WE LIABLE FOR ANY DAMAGES ARISING FROM THE TRANSACTIONS BETWEEN YOU AND MERCHANTS OR FOR ANY INFORMATION APPEARING ON MERCHANT SITES OR ANY OTHER SITE LINKED TO OUR SITE.
Third-Party Merchant Policies. All rules, policies (including privacy policies) and operating procedures of Merchants will apply to you while on such sites. We are not responsible for information provided by you to Merchants. We and the Merchants are independent contractors and neither party has authority to make any representations or commitments on behalf of the other.
Privacy Statement. We recognize the need of each of our participating institutions to keep information provided to us confidential. In the performance of our services, (i) confidential or proprietary information that you provide to us shall remain the exclusive property of you and (ii) we shall not, without your express written consent, disclose, copy or make any use of your confidential information except as required in the performance of our services in the operation and maintenance of the Site. Notwithstanding the foregoing, confidential information shall not include information that is generally known to the public (provided that such general knowledge was not obtained by our or any third party’s improper act or omission). You understand and agree that, in order for us to obtain comparable information from other institutions, information from our users shall be aggregated and compared. Although each of you authorizes us to provide comparative reports, inclusive of your confidential information, you understand that such comparative reports will identify participating institutions, without linking such institutions to the confidential information contained in such reports, in order to maintain the confidentiality of your (and each other participating institution’s) proprietary information. You shall be notified of any changes to Our Privacy Statement.
Links to Other Web Sites. The Site may contain links to other Web sites. We are not responsible for the content, accuracy or opinions expressed in such Web sites, and such Web sites are not investigated, monitored or checked for accuracy or completeness by us. Inclusion of any linked Web site on our Site does not imply approval or endorsement of the linked Web site by us. If you decide to leave our Site and access these third-party sites, you do so at your own risk.
Copyrights and Copyright Agents. We respect the intellectual property rights of others, and we ask that you do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information:
An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
A brief description of the copyrighted work that you claim has been infringed;
A description of where the material that you claim is infringing is located on our Site;
Your address, telephone number and e-mail address;
A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
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 owner’s behalf.
Our Copyright Agent for Notice of claims of copyright infringement on the Site is David A. Kadamus, who can be reached as follows:
c/o Mr. David A. Kadamus
405 Church Street, Suite 2
Guilford, Connecticut 06437
By phone: (203) 682-4950
By e-mail: email@example.com
Information and Press Releases. The Site contains information and press releases about us. While this information was believed to be accurate as of the date prepared, we disclaim any duty or obligation to update this information or any press releases. Information about companies other than ours contained in any press release or otherwise, should not be relied upon as being provided or endorsed by us..
Jurisdiction; Venue. The Site (excluding any linked web sites) is controlled by us from our offices within the State of Connecticut, United States of America. The Site can be accessed from all 50 states, as well as from other countries around the world. As each of these places has laws that may differ from those of Connecticut, by accessing the Site, you agree that the statutes and laws of the State of Connecticut, without regard to conflicts of laws principles thereof, will apply to all matters relating to use of the Site and this Agreement. You and we also agree that, in the event that we commence legal action in the State of Connecticut, we both hereby submit to the exclusive personal jurisdiction and venue of the Superior Court of New Haven and the United States District Court for the District of Connecticut with respect to such matters. Any cause of action by you with respect to the Site and/or information or services related thereto must be instituted within one (1) year after the cause of action arose or be forever waived and barred. All actions shall be subject to the limitations set forth in Sections G and I.
Other. The language in this Agreement shall be interpreted as to its fair meaning and not strictly against us notwithstanding that we have prepared this Agreement. Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. This Agreement constitutes the entire and only agreement between the parties and supersedes any and all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Site, the contents and services provided by or through the Site, and the subject matter of this Agreement. To the extent that anything in or associated with the Site is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. Our failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision.
David A. Kadamus