Order Form Declaration
The following are the terms and conditions for use of CBN hosted software product and service, downloadable components and documentation (collectively “the Service”, “the Services”, or “CBN Services”) between CBN, Inc. (collectively “CBN”, “we”, “us”, “our”) and you (either an individual or a legal entity that you represent as an authorized employee or agent). If you are entering into this Agreement on behalf of your company, the terms “You” and “Your” in this Agreement means your company and all of its employees. PLEASE READ THIS AGREEMENT CAREFULLY. BY (I) CLICKING A BOX INDICATING YOUR ACCEPTANCE; OR (II) BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT; OR (III) BY DIGITALLY OR MANUALLY SIGNING THIS AGREEMENT, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MAY NOT USE THE SERVICE.
The Term of this agreement is set forth in your Order Form. In the absence of an Order Form the term for each Listening is annual. The agreement renews automatically for another term of equal length at the end of each term unless it is previously terminated by either party. Cancellations or downgrades that occur in the middle of the term will become effective on the next renewal date. Accounts will not receive refunds for prepayment. You will be liable for all the fees of your account according to the terms of your agreement. Compliance and HIPAA Platform Accounts incur a termination fee when an account is closed. This mandatory termination fee allows CBN to maintain transaction logs of the account for the required six (6) years for HIPAA and three (3) years for Compliance Accounts. The Termination Fee is the equivalent to 2 months prorated cost. However, this termination fee shall not be application for general accounts
For the term of the Agreement, we grant you a limited right to access and use our service for your internal business. This is limited and is non-transferable and non exclusive. This service is made available to You as a hosted service We will host and retain physical control over the software and it is only made available for access and use by you and your end users. You do retrain ownership of your data. Nothing in this Agreement obligates CBN to deliver or make available any copies of computer programs or code from the software to You. You may not rent, lease, distribute, or resell the Service, or use the Service as the basis for developing a competitive solution (or contract with a third party to do so).
You understand that CBN offers a platform for creating customized Direct Selling applications. The platform provides many security features, which vary by edition. Additionally, it is expressly acknowledged by You that Your personnel whom have access to Your CBN account have the capability to download data, create API tunnels, push files to a publicly-accessible Content Delivery Network (“CDN”), as well as authorize third-party services to view or manipulate the data stored in Your CBN account. It is Your responsibility to ensure that Your personnel are properly trained in the use of these features and follow all applicable data protection laws, data management security best practices, and your company’s policies. You alone shall be responsible and liable for any unauthorized or unintentional data disclosure that may occur from the acts, omissions, or negligence of You, Your personnel or the end user.
The Service is offered to you to help you with the operation of your business. You may not access the Service if you are a direct competitor of CBN. You may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes. You may not, without CBN’s prior written consent, allow any employee or consultant to perform any technical security integrity review, penetration test, load test, denial-of-service simulation or vulnerability scan. You agree not to use the Service to: (i) conduct any business that is unlawful, (ii) infringe or otherwise violate a third party’s rights, (iii) collect information about third parties, without their express consent; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein, (v) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (vi) send or store infringing, obscene, pornographic, threatening, libelous, or otherwise unlawful or tortuous material, including material harmful to children or in violation of third party privacy rights; (vii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (viii); facilitate online real money gambling, real money games of skill or real money lotteries, including online real money casino, sports books, bingo, or poker, lotteries which in any way involves the collection and/or disbursement of gambling funds by and through CBN’s platform; (or its related systems or networks, or (xi) falsify the origin of an email by forging the sender address or email header. CBN reserves the right to disclose any information or materials as necessary to satisfy any applicable law, regulation, legal process or government request, or to edit, refuse to post or to remove any information or materials, in whole or in part, from the Service, at CBN’S sole discretion, without any notice.
Fees and any other charges for the use of the Service and for any add-ons and overages are described on the Order Form or CBN website. They may change from time to time. If we change them, we will give you at least 30 days’ notice. If they do change, your continued use of the Service after the effective date indicates your agreement with the new fees and charges. Any change to fees and other charges will not be applicable to the Term in which the change occurs.
All Service fees are billed in advance according to Your chosen billing cycle. All Fees shall be paid in United States dollars. If undisputed amounts are not paid within 30 days Your account is automatically suspended. Suspended accounts including their data and applications are automatically deleted 30 days after suspension. Reactivation of a suspended account requires the payment of all past due invoice and the reactivation fee. You must notify CBN within 15 days of the end of a billing cycle regarding any amount in dispute and must include reasonable detail regarding such dispute.
You retain all right, title and interest to all the data that you, your employees or your app end users upload or submit to your account in the course of using the Service “Customer Data”. You, not CBN, shall have sole responsibility for the accuracy, quality, integrity, legality, deletion, correction, reliability, appropriateness, and intellectual property ownership or right to use the uploaded, submitted or exported Customer Data, and CBN shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data, or any use or export of such Customer Data from your CBN account. CBN reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including non-payment or unlawful use of the Services, however this right shall not infringe upon a data subject’s right under any applicable data protection laws. Upon termination for cause, your right to access or use Customer Data immediately ceases, and CBN shall have no obligation to maintain or forward any Customer Data. CBN shall own all rights, title and interest in and to all intellectual property rights in the Service and software, and transactional and performance data. The license granted to You does not convey any rights in the Service, express or implied, or ownership in the Service or any intellectual property rights thereto. Any rights not expressly granted herein are reserved by CBN.
Some CBN plans do not impose fixed limits on the usage of certain resources such as Data Transfer. Our intention is to provide simple pricing plans that allow customers to enjoy our services with as much freedom and little concern as possible. These plans are suitable for 99% of our customers. The usage of about 1% of our customers fall outside what we consider “Fair Use” and they will be contacted by our staff to consider a more appropriate plan. Many factors determine Fair Use for any given account, such as the overall size of the account, length of the relationship, level of commitment, industry, geographic region, and customer engagement factors.
CBN reserves the right to enhance, upgrade, or modify the Service with or without notice to you. At our sole discretion some upgrade and updates may be made available to You free of charge and some other features and functionalities may require additional fees if you choose to use them.
For purposes of this Agreement, confidential information shall include Customer Data, and any information that is clearly identified in writing at the time of disclosure as confidential (“Confidential Information”). Notwithstanding any definition contained within, personally identifiable information shall be considered confidential. Each party shall: (a) keep confidential all Confidential Information disclosed to it by the other party or by a third-party; (b) not use the Confidential Information of the other party except to the extent necessary to perform its obligations or exercise rights under this Agreement; and (c) protect the confidentiality thereof in the same manner as it protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree of care in the protection of such Confidential Information). Either party may disclose Confidential Information on a need-to-know basis to its employees or contractors who have executed written agreements requiring them to maintain such information in strict confidence and use it only to facilitate the performance of their services in connection with the performance of the Services. Confidential Information shall not include information which: (1) is known publicly; (2) is generally known in the industry before disclosure; (3) has become known publicly, without fault of the recipient, subsequent to disclosure by the disclosing party; or (4) the recipient becomes aware of from a third party not bound by non-disclosure obligations to the disclosing party and with the lawful right to disclose such information to the recipient. Notwithstanding the foregoing, this Section will not prohibit the disclosure of Confidential Information to the extent that such disclosure is required by law or order of a court or other governmental authority or regulation. With respect to any information received by either party from the other as a result of any other relationship between the parties other than in the course of performance hereunder (e.g., business development, partnership, alliance, etc.), the parties will abide by the terms and conditions of any applicable Nondisclosure Agreement (or similar agreement) executed between the parties.
CBN represents and warrants that (i) CBN has all rights necessary to grant to You the rights set forth in this Agreement; (ii) the Service will perform substantially in accordance with the user manuals and/or technical requirements documents that are generally provided by CBN in connection with the Service.
THE SERVICE AND THE SOFTWARE ARE PROVIDED “AS IS” AND CBN HEREBY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICE, SOFTWARE, DOCUMENTATION, DELIVERABLES AND OTHER MATERIALS AND/OR SERVICES. CBN DOES NOT WARRANT THAT OPERATION OF THE SOFTWARE OR SERVICE IS ERROR-FREE OR THAT ITS OPERATION WILL BE UNINTERRUPTED. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE SERVICE.
In no event will either party be liable for any indirect, consequential, special, punitive, or exemplary damages arising out of this Agreement. The aggregate liability of either party to the other with respect to this Agreement is limited, to the extent possible under applicable law, to the fees collected by CBN from You pursuant to this Agreement in the twelve months preceding the imposition of liability.
CBN reserves the right to modify any of the terms and conditions contained in this Agreement, or any policy governing the Service, at any time, by posting the new agreement to the CBN website. You are responsible for regularly reviewing the site. Your continued use of the Service following CBN’s posting of the changes will constitute your acceptance of such changes.
Each party must comply with all laws, rules or regulations applicable to such party’s activities in relation to this Agreement, including export control laws of the United States which are applicable to the Service. Should you wish to use the Services in such a way to make you and your application(s) subject to other industry-specific regulations, you will be solely responsible for compliance with such regulations.
If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed to the extent necessary to make it enforceable. The waiver by either party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach.
Unless prohibited by law, This Agreement shall be governed by and construed in accordance with the laws of the state of New York without regard to its conflicts of laws or its principles. IN NO EVENT MAY THIS AGREEMENT BE GOVERNED BY THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS.
I understand that this agreement is for a digital product and that once it is downloaded there is not a return or refund policy. I also understand that any cancellation of services will take effect on the next renewal date.
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Document Name: Order Form Declaration
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