Last Updated: May 2022
Coverlease Order Details
Billing Frequency: Monthly
Adding Service Events: Number of “Lease Documents”, Initial or Ongoing, and Analytics Credits included in the agreement will be determined at sign up. These amounts set the minimum annual price and are non-refundable.
Documents, and Analytics Credits: Number of “Lease Documents”, Initial or Ongoing, and Analytics included in the agreement will be determined at agreement signing. These amounts set the minimum annual price and are non-refundable. A “Lease Document,” whether part of the Initial or Ongoing phases, is defined as any file or document submitted to Coverlease that is determined, at Coverlease’s sole discretion, to contain sufficient information for processing and/or to be suitable for inclusion in the Application. Typical examples may include but are not limited to, lease agreements, lease abstracts, rent rolls, appraisal reports, letters of intent, marketing brochures, etc. A “Trend Report” is defined as the portion of the Application labeled as such, that is accessed by the Company by clicking the Order Confirmation button from the Trend Report ordering page within the Application.
Minimum Requirements: The Company is expected to submit the agreed upon number of Lease Documents to Coverlease during both the Initial and Ongoing phases. To the extent that Company fails to submit an adequate number of Documents during any portion of the agreement period, determined at Coverlease’s sole discretion, Coverlease may prohibit the Company’s access to the shared data portion of the Application. There will be no refund of the agreement fees to the Company to the extent that Coverlease so prohibits access to the shared data portion of the Application. The Company is expected to access the agree upon number of Trend Reports during the agreement period. There will be no refund of the agreement fees if Company fails to access the agreed upon minimum number of Trend Reports during the first year of the agreement.
Renewal: This Order Form renews for additional 1-year periods (with no early termination right, no months free and no discounts), unless either party provides the other party with written (including email) notice of non-renewal at least 90 days prior to renewal date.
The terms of this Subscription Order Form are confidential to Coverlease.
Coverlease Master Subscription Agreement
PLEASE SCROLL DOWN AND READ CAREFULLY ALL TERMS AND CONDITIONS CONTAINED IN THIS MASTER SUBSCRIPTION AGREEMENT (THIS “AGREEMENT”) BEFORE USING THE SOFTWARE, DEFINED HEREIN AS THE “APPLICATION”.
BY CLICKING THE “I ACCEPT” BUTTON DISPLAYED AS PART OF THE INSTALLATION, BY ACCESSING OR USING THE SOFTWARE, SIGNING AN ORDER FORM REFERENCING THESE TERMS (“ORDER FORM(S)”), OR PAYING AN INVOICE WITH THESE TERMS YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS GOVERNING YOUR USE OF THE APPLICATION (DEFINED BELOW) OFFERED BY COVERLEASE (“CL”) AND YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE POWER AND AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “CUSTOMER”, “YOU” AND “YOUR” SHALL REFER TO SUCH ENTITY OR INDIVIDUAL. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, DO NOT ACCESS AND/OR USE THE APPLICATION. THIS AGREEMENT IS EFFECTIVE WHEN YOU CLICK “I ACCEPT” OR YOU ACCESS OR BEGIN USING THE APPLICATION, WHICHEVER IS EARLIER, AND THEN WILL BECOME COTERMINOUS WITH THE SUBSCRIPTION PERIOD THEREAFTER (“EFFECTIVE DATE”).
This Agreement governs Your use of the software solutions owned by CL and is identified in an Order Form or sales receipt (collectively the “Application“). You agree that Your subscription to the Application is not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by CL regarding future functionality or features.
- Term; Termination; Survival of Provisions
- Subscription to the Application. Subject to the terms of this Agreement, CL hereby grants to You a non-sublicensable, non-transferable (except as provided in Section 8.2), non-exclusive subscription to access and use the Application for the number of subscription users specified in an associated Order Form or invoice (the “User(s)”); Users shall be limited to your employees or contractors, for Your internal business purposes, and shall not include any competitors of CL (examples of competitors include, but are not limited to, other real estate information services or databases such as CoStar, CompStak, Crexi, Catylist, Real Capital Analytics, Green Street Advisors, Reonomy and REIS) or their employees, independent contractors or agents (such entities and persons are referred to as “CL Competitors” below). The above subscription is for designated Users and cannot be shared or used by more than one User but may be reassigned to new Users replacing former Users who no longer require ongoing use of the Application. CL reserves all rights not expressly granted to You in this Agreement. You are solely liable and responsible for Your Users’ access and use of the Application and compliance with the terms and conditions of this Agreement.
- Additional Use. If You wish to add additional Users or increase the number of authorized Service Events (“Additional Use”), You should contact CL and CL shall make the Application available for the Additional Use on the terms and conditions set forth in this Agreement. With respect to Additional Use: (i) the term of any additional Users’ access to the Application will be coterminous with the preexisting subscription term (either Initial Term or renewal term) and all other terms of this Agreement, and (ii) You will be responsible for any additional fees for any Additional Use exceeding the authorized Service Events.
- You (and Your Users) shall not (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Application; (b) modify or make derivative works based upon the Application; (c) use, or permit use of, the Application to download or compile data or information for entry into a CL Competitor’s real estate information database or internet platform; (d) provide data or information that has been compiled through the Application to a CL Competitor or upload such data or information to the database or internet platform of a CL Competitor; (e) create Internet “links” to the Application or “frame” or “mirror” the Application on any other server or wireless or Internet-based device; (f) interfere with or disrupt the integrity or performance of the Application or the data contained therein; (g) reverse engineer or decompile the Application; or (h) attempt to gain unauthorized access to the Application or its related systems or networks.
- Your Responsibilities. In order to use the Application, You must acquire and maintain, all at Your own cost and expense, that computer or mobile hardware, software and related services further described in the Order Form or provided in writing by CL (collectively the “Required Materials”). You shall be solely responsible for the operation, use, support, maintenance and/or any warranty issues related to the Required Materials.
- Use of Application and Support
- CL shall provide You with a User IDs and passwords to access and use the Application. You and your Users are solely responsible for the security and use of each user ID and password. You agree that each User who obtains a user ID and password to use the Application pursuant to this Agreement shall: (a) keep their user ID and password secure and confidential; and (b) not share or transfer User ID and password with any other person or entity. If the security of the User ID and/or password is compromised, You and/or User shall promptly contact CL by email at [email protected].
- CL does not own any data, information or material that You or your User(s) submits to CL in the course of using the Application or that is collected as part of the Application (the “User Data”). You, not CL, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all User Data, and CL shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any User Data. Subject to Section 2.3 below, You grant CL a royalty-free, world-wide, perpetual, non-exclusive, transferable license to use, reproduce, modify, edit, publish, distribute and display such User Data through the Application. Upon termination for You or your User’s breach, CL shall have no obligation to maintain or forward any User Data. You represent and warrant to CL that User Data: (a) is original to You or your User or that You have secured the rights to provide and use such User Data; (b) does not contain any content that is unlawful or invasive of another’s privacy or publicity rights; or (c) does not contain a virus or other harmful component.
- Except as set forth in this Agreement, CL shall (a) hold and maintain User Data in confidence, (b) not disclose, provide or make available the User Data to a third party without Your prior written approval; or (c) not make any other use of the User Data. Notwithstanding the restrictions set forth in this Section 2, You acknowledge that CL may compile certain general information, including User Data, related to the use of the Application. You agree that CL is authorized to use, reproduce and generally make User Data available to third parties in the aggregate, provided that such User Data shall not include personally identifiable information or identify You as the source of such aggregated data.
- CL shall provide You email-based support concerning use of the Application Monday through Friday (excluding Federal holidays) from 9:00 AM to 4:00 PM (Central Standard Time).
- The information provided by the Application shall include the User Data (as that data is interpreted and formatted by the Application) and may include other data from public or other sources.
- Fees and Billing.
- Fees for the initial term of the Application are described in an associated CL Order Form. Any renewal charge will be based on any renegotiation of fees. All fees due are payable in U.S. Dollars. The Application fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and You shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on CL’s income.
- CL will issue a sales receipt to You on a monthly basis unless otherwise stated on the CL Order Form. Such fees shall be paid monthly in advance. All payment obligations are non-cancelable, and all amounts paid are nonrefundable. If You add additional Users to the Application, allow use of the Application by more than the paid-for number of Users in excess of the allowance associated with Your subscription, CL will bill You for the additional applicable fees at the same rate for the current term unless expressly stated on the Order form.
- Term and Termination
- This Agreement commences on the Effective Date and will continue for an initial term of 1 year (“Initial Term”) or the length specified in the initial Order Form, from the subscription start date specified in the associated Order Form. Upon the expiration of the Initial Term, this Agreement and the associated Order Forms will automatically extend for successive terms of 1 year, provided that either party may terminate this Agreement or reduce the number of Users, effective upon the expiration of the Initial Term or then-current term, by notifying the other party in writing at least 90 days prior to the expiration of the Initial Term or then-current term. Either party may terminate the Agreement for the other party’s material breach of the Agreement if not cured within thirty (30) days’ written notice. CL may suspend access to the Application and/or terminate the Agreement immediately for any breach of Section 1.3 above. CL may also terminate the Agreement or temporarily suspend the Application, in CL’s discretion, at any time if Your payment of Application fees is more than thirty (30) days past due. Upon termination of the Agreement or any Order Form, You shall cease accessing and using the Application and notify all Users to do the same.
- Limitation of Liability.
IN NO EVENT SHALL (A) CL BE LIABLE TO THE USER FOR ANY INABILITY TO UTILIZE THE APPLICATION, AND/OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION, AND/OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES RELATING TO THE LOSS OF REVENUES, PROFITS, INCOME, GOODWILL OR DATA, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF THE USER OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A USER’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE; OR (B) CL’S AGGREGATE LIABILITY TO THE USER EXCEED THE APPLICATION FEES ACTUALLY PAID BY USER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
You shall indemnify and hold CL and its parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys, agents, and outside contractors harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with: (a) a claim, which if true, would constitute a violation by You of the representations and warranties set forth in Section 7.3 below; (b) You or User’s breach of Sections 1.3 or 2.2 above or (c) You or User’s use of the Application; provided that CL (i) gives You prompt written notice of the claim; (ii) gives You an option to accept the defense of the claim within 30 days of receiving notice, and if You accept the defense, gives You control of the defense and settlement of the claim (provided that You may not settle or defend any claim unless You unconditionally release CL of all liability and such settlement does not affect CL); and (iii) if You accept the defense of the claim, provides You all available information and reasonable assistance.
- Representations and Warranties
- CL represents and warrants that: (a) it has the power and authority to enter into this Agreement and to perform all of its obligations; (b) the performance of such obligations will not conflict with or result in a breach of any agreement to which CL is a party or is otherwise bound; and (c) it is the owner or authorized licensee of the Application.
- CL warrants to You that the Application shall operate in substantial accordance with the functional descriptions of the Application found in Order Form. If the Application fails to so conform to that description of the Application, then CL shall, as Your sole remedy, make a commercially reasonable effort to correct the Application. All warranty claims related to the Application must be made within the then current Term for such Application.
- You represent and warrant that: (a) You have the power and authority to enter into this Agreement and to perform all of its obligations; (b) the performance of such obligations will not conflict with or result in a breach of any agreement to which You are a party or are otherwise bound; and (c) Your performance under this Agreement, Your use of the Application and the User Data, shall all comply with all applicable laws, rules, regulations and policies.
- The Application provides general information about commercial real estate. THE APPLIATION SHOULD ALWAYS BE USED IN CONJUNCTION WITH PRIMARY OR MORE TIMELY SOURCES OF INFORMATION. The Application is provided to You solely for general business purposes and does NOT provide advice regarding specific real estate, legal, tax, accounting, investment or other professional matters, including the valuation of real estate, whether or not You should lease or sell or invest in real estate or provide financing or credit related to real estate. Use of the Application does not create a lawyer-client, advisory, fiduciary or other relationship between CL and You. The Application shall not be used by You to determine an individual or legal entity’s eligibility for credit, insurance, employment or government license or benefit. YOU ARE SOLELY RESPONSIBLE FOR YOUR USE OF THE APPLICATION.
- OTHER THAN AS SET FORTH IN THIS SECTION 7, CL SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRONGEMENT. CL DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE APPLICATION WILL BE UNINTERRUPTED OR ERROR-FREE; (B) THE APPLICATION WILL MEET ALL OF YOUR REQUIREMENTS; OR (C) ALL ERRORS OR DEFECTS WILL BE CORRECTED. CONTENT AND SERVICES ARE PROVIDED “AS IS,” AND AS AVAILABLE EXCLUSIVE OF ANY WARRANTY WHATSOEVER.
- Other Provisions
- In the event that CL is unable to provide the Application because of any cause reasonably beyond its control, including, without limitation, acts of God (each a “Force Majeure event”), CL shall promptly give notice to You and shall take all measures to resume performance. If the period of non- performance exceeds thirty (30) days from the receipt of notice, You may give written notice to CL terminating this Agreement effective upon receipt.
- You may not assign this Agreement to any person or entity without the prior written permission of CL.
- This Agreement, along with the Master Price Agreement executed by You and CL and all Order Forms, all of which are hereby incorporated by reference, constitutes the entire understanding of the parties and supersedes all prior discussions and agreements with respect to its subject matter. This Agreement may be amended only by written instrument signed by both parties.
- If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. The failure of CL to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by CL in writing.
- Either party may give notice by personal delivery or by nationally recognized expedited carrier (e.g. FedEx or DHL). Personal delivery shall be effective upon delivery; delivery by expedited carrier shall be deemed delivered forty-eight (48) hours after the notice is sent by such expedited carrier.
- Notwithstanding the provisions of Section 2 above, CL shall have the right during the Term to: (a) list and name You as a user of the Application (including the limited right to use Your corporate logo, subject to Your written guidelines on such use); and (b) issue a press release regarding this agreement subject to Your prior written approval, which shall not be unreasonably withheld.
- The Agreement shall be controlled by and interpreted under the laws of the state of Minnesota, excluding that state’s conflict of laws’ provisions. The exclusive jurisdiction for any dispute regarding this Agreement shall be the state or federal courts in Hennepin County, Minnesota. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.
- Overdue amounts are subject to a late charge of 1.5% per month, or the maximum permitted by law, whichever is less, plus all expenses of collection. If You or CL initiates termination of this Agreement, You will be obligated to pay the balance due on Your account.
Last Updated: May 2022
This policy explains our information practices, defines your privacy options and describes how your information is collected and used.
This policy covers this website (www.coverlease.com, the “CL Website”) and the various web, desktop and mobile applications (collectively the “Application(s)”) made available by CoverLease Inc. (“CL”). The CL Website and the Applications are owned and operated by CL, a company organized under the laws of Minnesota. Should you have privacy questions or concerns, send an email to [email protected].
By using or visiting the CL Website or using the Applications, you agree to the collection and use of information in the manner described in this policy. CL shall have the right at any time and without prior notice, at its sole discretion, to revise this policy. If we make material changes to this policy, we will notify you by email, by means of a notice the next time you log in to the CL Website, by means of a notice on the CL Website homepage or when you next activate the Application. Such revisions and additions shall be effective immediately upon notice. You are responsible for reviewing the CL Website or Applications periodically for any modification to this policy. Any access or use of the CL Website or Applications by you after notice of modifications to this policy shall constitute and be deemed to be your agreement to such modifications.
The Information We Collect
This policy applies to all information collected on the CL Website, any information you provide to CL, any information you may submit to the Application when you register to download the Applications or information that results from your use of Applications. You will most likely provide personal information to us when you register as a user of CL Website, download and then use the Applications or participate in certain CL promotions or events. The personal information we may collect might include: your name, certain information about your business, passwords, user names, addresses, email addresses, phone numbers and certain payment information (e.g. PayPal, credit card or debit card account or payment information).
Use of the Applications is subject to the terms and conditions of CL’s Application License Agreement (available upon request).
Our Collection of Your Data
In addition to the personal information you supply, we may collect certain information to (1) evaluate how visitors, guests, and customers use the CL Website or the Applications; or (2) provide you with personalized information or offers. We collect data to make the CL Website and Applications work better for you in the following ways: to improve the design of the CL Website and Applications, to provide personalization on the CL Website and Applications and to evaluate the performance of our marketing programs. The technologies we may use to gather this non-personal information may include “IP” addresses, “cookies”, browser detection, “weblogs” and various “geo-location” tools.
How We Collect and Use Information
Our primary goal in collecting your information is to provide you with a personalized, relevant, and positive experience with the CL Website and Applications.
You may receive promotions and updates, or be contacted for market research purposes. You can control your privacy preferences regarding such marketing communications (see the section below entitled “Your Privacy Preferences”).
From time to time, you may be invited to participate in optional customer surveys or promotions, and CL may request that you provide some or all of the above listed personal information in those surveys or promotions. We use information collected from surveys and promotions to learn about our customers in order to improve our services and develop new products and services of interest to our customers.
The Applications may include the ability to link certain geographical information made available by us with your physical location. When you use the Applications, the Applications may know, in very general terms, your current physical location. To the extent that your physical location can be determined by the Applications, we may use your location to make available information to you that is relevant because of your physical location.
IP addresses define the Internet location of computers and help us better understand the geographic distribution of our visitors and customers and manage the performance of the CL Website. Cookies are tiny files placed onto the hard drive of your computer when you visit the CL Website, so we can immediately recognize you when you return to the CL Website and deliver content specific to your interests. You may modify your browser preferences to accept all cookies, be notified when a cookie is set, or reject all cookies. Please consult your browser instructions for information on how to modify your choices about cookies. If you modify your browser preferences, certain features of the CL Website may not be available to you.
We may detect the type of web browser you are using to optimize the performance of the CL Website and to understand the mix of browsers used by our visitors, guests, and customers. To learn about how website visitors use our site, we examine weblogs, which show the paths people take through the CL Website and how long they spend in certain areas.
We may also compile certain general information related to your use of the Website and Applications. You agree that we are authorized to use, reproduce and generally make such information available to third parties in the aggregate, provided that your information shall not include personally identifiable information about you or be attributable to you.
CL may contract with unaffiliated third parties to provide services such as website or application hosting, advertising, customer communications, data analytics and other services. When we do this, we may provide your personally identifiable information to third parties only to provide those services, and they are not authorized to use your personally identifiable information for any other purpose.
Our Commitment to Data Security
Access to your personal data is limited to authorized CL staff or approved vendors. Although total security does not exist on the Internet or through mobile networks, CL shall make commercially reasonable efforts to safeguard the information that you submit to CL.
Use of the CL Website and Applications by Children
The CL Website and the Applications are not intended for use by anyone under the age of 18.
Your Privacy Preferences
When you sign up as a registered user of the CL Website or Applications you may begin receiving marketing communications such as e-mail newsletters, text messages, product and service updates and promotions. Our customers generally find this type of information useful. If you do not want to receive these updates, you must “opt-out” by selecting the “unsubscribe” link at the bottom of the email or text and follow the opt-out instructions or by sending an email to [email protected].
How to Access, Correct OR DELETE Your Information
Send CL an email at [email protected] if you want to access, review, correct or delete (some information may not be deleted, including information CL is required to keep by law) your personally identifiable information collected by CL. To protect your privacy and security, CL requires a user ID and password to verify your identity before granting you the right to access, review, make corrections to or delete your personally identifiable information.
Disclosure of Information
We reserve the right to disclose your personally identifiable information as required by law and when we believe that disclosure is necessary to protect our rights and/or comply with a judicial proceeding, court order or legal process. It is also possible that CL would sell its business (by merger, acquisition or otherwise) or sell all or substantially all of its assets. In any transaction of this kind, customer information, including your personally identifiable information, may be among the assets that are transferred. If we decide to so transfer your personally identifiable information, you will be notified by an email sent to the last know email address in our files, by notice posted on the CL Website or when you activate the Applications.
Privacy and Other Websites and Applications
The CL Website or the Applications may contain links to other websites or other mobile applications. CL is not responsible for the privacy practices of these other sites or applications. This policy only applies to information collected by CL.
Last Updated: May 2022
The Website, including but not limited to all text, graphics, logos, icons, images, data, graphs, audio, videos, computer programs and other material and information contained on, or utilized in the provision of, the Website is the property of CL or its suppliers and is protected by copyrights, trademarks, trade secrets, patents or other proprietary rights. CL hereby grants you a limited, nonexclusive, non-transferable, personal license to use the Website for personal or informational purposes only. Except as expressly authorized by CL in writing, you may not use, copy, distribute, modify or create derivative works from, disclose, display, transmit, or post or any portion of the Website for any purpose or “frame” or “mirror” the Website on any other server or wireless or Internet-based device. All rights not expressly granted herein are reserved to CL and/or its licensors.
To use certain features of the Website or participate in certain activities sponsored by CL, we might ask you to register as a participant or user. If so requested, each Website user must: (a) personally provide true, accurate, current and complete information on the Website’s registration form (collectively, the “Registration Data”) and (b) maintain and promptly update the Registration Data as necessary to keep it true, accurate, current and complete. If, after investigation, CL has reasonable grounds to suspect that any user’s information is untrue, inaccurate, not current or incomplete, CL may suspend or terminate any and all current or future use of the Website by that user. A user may receive passwords and account designations upon completing certain Website registration processes and is wholly responsible for maintaining the confidentiality of such passwords or designations.
All information, data, text, software, music, sound, photographs, graphics, video, messages, comments or any other materials whatsoever, whether posted or transmitted to CL or the Website, shall be collectively referred to as the “Content.” The submitting user retains ownership of Content. Notwithstanding the user’s ownership, the submitting user grants CL the royalty-free, world-wide, perpetual, non-exclusive, transferable license to CL to use, reproduce, modify, edit, publish, distribute and display such Content through the Website or those related websites or applications hosted by CL. CL has not, and will not, review, monitor or edit the Content for accuracy, timeliness, integrity or completeness. CL shall have the right (but not the obligation) in its sole discretion to refuse or delete any Content that it considers to violate the Terms or be otherwise illegal. CL, in its sole and absolute discretion, may preserve Content and may also disclose Content if required to do so by law, judicial or governmental mandate or, to protect the rights, property, or personal safety of Website users and the public.
RULES FOR CONTENT SUBMISSION
We ask you to follow these rules when submitting, posting or sharing Content on the Website: (a) you shall not upload to, distribute through or otherwise publish through the Website any Content that is libelous, defamatory, obscene, pornographic, invasive of privacy or publicity rights, abusive, that would constitute or encourage a criminal offense or that would otherwise give rise to liability or violate any law; (b) you shall not use the Website to post Content that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual, or that could be harmful to minors or that harasses or advocates harassment of another person; (c) you will use this Website only in a manner consistent with all laws and regulations and in accordance with the Terms; (d) you will not impersonate any person or entity, misrepresent any affiliation with another person, entity, or association, use false IP addresses or headers, or otherwise conceal your identity from CL; (e) you will only submit Content for which you have the copyright, contractual right, or other specific permission to distribute; and (f) you will not violate, plagiarize, or infringe on the rights of third parties including contractual, copyright, trademark, trade secret, privacy, publicity or proprietary rights. CL shall not be liable in any way for any Content.
CL does not verify, endorse or otherwise vouch for the Content. Content submitted to the Website or CL does not represent the views of CL, or any individual associated with CL, and CL does not control this Content. In no event shall you represent or suggest, directly or indirectly, CL’s endorsement of your Content. CL does not vouch for the accuracy or credibility of any Content and does not take any responsibility or assume any liability for any actions you may take as a result of reading Content on the Website.
USE OF CL APPLICATIONS
Use of the mobile, desktop and/or web applications made available by CL are subject to the terms and conditions of the “Application License Agreement” (available upon request).
CL may terminate your use of the Website for: (a) breach of these Terms; (b) your abuse of Website resources or attempt to gain unauthorized entry to the Website; or (c) as required by law, regulation, court or governing agency order. CL’s termination of any user’s access to the Website may be effected without notice and, on such termination, CL may immediately bar any further access to the Website. CL shall not be liable to any user or other third party for any termination of that user’s access to the Website. In the event of termination, CL reserves the right to delete or save a user’s Content at CL’s sole discretion.
The Website may provide links to other websites. CL exercises no control whatsoever over such other websites and is not responsible or liable for the availability, content, advertising, products or other materials on such websites. Your access and use of such linked websites, including information, material, products and services therein, is solely at your own risk.
LIMITED WARRANTY; LIMITATION OF LIABILITY
EACH USER’S USE OF THE WEBSITE IS AT HIS OR HER SOLE RISK. THE WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. CL EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. CL SHALL NOT BE LIABLE FOR THE USER’S USE OR INABILITY TO USE THE WEBSITE, AND/OR FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION, PUNITIVE, AND/OR EXEMPLARY DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A USER OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A USER OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
CL respects the intellectual property rights of others, and requires that the people who use the Website do the same. It is our policy to respond promptly to claims of intellectual property misuse. If you believe that your work has been copied and is accessible on this Website in a way that constitutes copyright infringement, you may notify us by providing our copyright agent with the following information in writing: (a) the electronic or physical signature of the owner of the copyright or the person authorized to act on the owner’s behalf; (b) identification of the copyrighted work that you claim has been infringed; (c) identification of the material that is claimed to be infringing and information reasonably sufficient to permit CL to locate the material, including, if applicable the full URL; (d) your name, address, telephone number, and email address; (e) 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 (f) a statement, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner’s behalf.
Our designated agent to receive notification of claimed infringement under the Digital Millennium Copyright Act of 1998 is:
New Counsel, PLC
4530 W 77th St, Suite 385
Edina, MN 55435
The Terms constitute the entire agreement between each user and CL and govern each user’s use of Website, superseding any prior agreements. The Terms and the relationship between each user and CL shall be governed by the laws of the State of Minnesota without regard to its conflict of laws provisions and each party shall submit to the personal and exclusive jurisdiction of the courts located within Hennepin County, Minnesota. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms. This Website is controlled and operated by CL from its offices within the State of Minnesota, United States of America. CL makes no representation that materials in the Website are appropriate or available for use in other locations. Those who choose to access this Website from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect. Nothing herein shall be deemed to create an agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship of any kind between CL and any user.