Last Modified: January 19, 2017
YOU UNDERSTAND AND AGREE THAT CUMBERLAND GROUP PROVIDES THE SERVICES FREE OF CHARGE, AS-IS, AND MAKES NO GUARANTEE OF PERFORMANCE OR UPTIME.
You further agree, represent and warrant that You will not submit any content:
1.1 Services means the communication services provided by Cumberland Group being utilized by the User.
1.2 Password means a code You select, which, in combination with the User ID, gives You access to Your User Account.
1.4 User Account means the account with User ID and Password that You associate with the Services.
1.5 You means the end user of the Services, and any company, principal or other entity which such end user represents.
2.2 Except as Cumberland Group specifically agrees in writing, You shall be solely responsible for the selection, implementation, and performance of any and all third party equipment, software and telecommunication equipment and services, with which You choose to access the Services.
2.3 The use of the Services requires You to be a registered xMatters user and a registered Cisco Webex Teams user. Your relationship with each of those third-party companies and the services and software they provide is governed by separate agreements and licenses with those third-party companies. Cumberland Group makes no representations, warranties, or guarantees regarding the services or software provided by these third parties.
You agree that:
3.2 You will ensure that any information that You provide to Cumberland Group is true, accurate, current and complete.
3.3 You will not use or permit any other person to use the Services to transmit harassing, abusive, libelous, illegal or deceptive messages or information, or unsolicited email, junk mail, “spam,” or chain letters, or promotions or advertisements for products or services.
3.4 You will not use or permit any other person to use the Services to commit or attempt to commit a crime or facilitate the commission of any crime or other illegal or tortious acts.
3.5 You will not sell, assign, rent, lease, distribute, export, import, act as an intermediary or provider, or otherwise grant rights to third parties with regards to the Services.
3.6 You will not undertake, cause, permit or authorize the modification, creation of derivative works, publishing of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the Services or any part thereof except to the extent permitted by law.
You understand and agree that Cumberland Group provides the Services through the use of proprietary technology protected by copyright and other intellectual property laws. You agree that You will not undertake, cause, permit or authorize the modification, creation of derivative works, publishing of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the Services. You agree that Your use of the Services does not grant You title or license to any of Cumberland Group’s intellectual property.
YOU COVENANT AND AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS CUMBERLAND GROUP AND ITS RESPECTIVE OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AND ITS SUCCESSORS AND ASSIGNS FROM AND AGAINST ALL LIABILITIES, COSTS, AND OTHER DAMAGES, INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPENSES, FROM CLAIMS BROUGHT AGAINST CUMBERLAND GROUP ASSERTED BASED ON: (I) YOUR NEGLIGENCE, GROSS NEGLIGENCE, RECKLESSNESS, OR WILLFUL MISCONDUCT; (II) YOUR ALLEGED PATENT, TRADEMARK, COPYRIGHT INFRINGEMENT, OR UNFAIR COMPETITION; (III) YOUR FAILURE TO COMPLY WITH APPLICABLE LAWS IN CONNECTION WITH THE EXERCISE OF ANY OF YOUR RIGHTS OR THE PERFORMANCE OF ANY OF YOUR OBLIGATIONS HEREUNDER, INCLUDING YOUR FAILURE TO FOLLOW LAWS RELATING TO THE IMPORT AND EXPORT OF DATA.
THE SERVICES ARE PROVIDED AS IS. CUMBERLAND GROUP AND ITS AFFILIATES AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, REGARDING THE SERVICES OR THIRD PARTY CONTENT, INCLUDING ANY WARRANTY THAT THE SERVICES OR THIRD PARTY CONTENT WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT, INCLUDING CUSTOMER CONTENT OR THIRD PARTY CONTENT, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, CUMBERLAND GROUP AND ITS AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, ANY OTHER WARRANTY ARISING BY STATUTE, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR PERFORMANCE, OR USAGE OF TRADE.
TO THE FULLEST EXTENT PERMITTED BY LAW, AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE TOTAL LIABILITY, IN THE AGGREGATE, OF CUMBERLAND GROUP AND ITS OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES AND SUBCONTRACTORS TO YOU AND ANYONE CLAIMING BY OR THROUGH YOU, FOR ANY AND ALL CLAIMS, LOSSES, COSTS, OR DAMAGES, INCLUDING ATTORNEYS’ FEES, COSTS, EXPERT-WITNESS FEES, AND COSTS OF ANY NATURE WHATSOEVER OR CLAIMS EXPENSES RESULTING FROM OR IN ANY WAY RELATED TO THE SERVICES FROM ANY CAUSE OR CAUSES SHALL NOT EXCEED THE TOTAL AMOUNT OF $5,000.
NOTWITHSTANDING THE ABOVE LIMIT, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY AMOUNT OF INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO LOST PROFITS OR BUSINESS INTERRUPTION, EVEN IF THE PARTY IS NOTIFIED IN ADVANCE OF A POSIBILITY OF SUCH DAMAGES.
IT IS INTENDED THAT THESE LIMITATIONS APPLY TO ANY AND ALL LIABILITY OR CAUSE OF ACTION HOWEVER ALLEGED OR ARISING, UNLESS OTHERWISE PROHIBITED BY LAW.
Cumberland Group intends and expects that You will use the Services solely in and from the United States. You are solely responsible for compliance with all applicable import, re-import, export, and re-export control laws and regulations, including the Export Administration Regulations, the International Traffic in Arms Regulations, and country-specific economic sanctions programs implemented by the Office of Foreign Assets Control. Your compliance responsibility encompasses the manner in which You choose to use the Services.