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Last updated: August 2023
Acceptance. Please read these End User Terms carefully and save them. If you do not agree to these End User Terms, you may not use the Services. By clicking to accept these End User Terms, or by otherwise using the Services, you agree to be bound by these End User Terms as of that date (the “Effective Date”), and you represent that you are 18 years of age or older and have the authority to enter into these End User Terms. YOUR ACCESS TO, AND USE OF, THE SERVICES AND OUR OBLIGATIONS WITH RESPECT THERETO ARE EXPRESSLY CONDITIONED ON YOUR ACCEPTANCE OF THESE END USER TERMS, INCLUDING ARBITRATION ON AN INDIVIDUAL BASIS IN SECTION 14(f).
Your Account(s). (a) To use our Services, you will be asked to create an account. As part of the account creation process, you’ll be asked to provide your email address, and create a password. Until you apply for an account, your access to our Services will be limited to what is available to the general public. When registering an account, you must provide true, accurate, current and complete information about yourself as requested during the account creation process. You must also keep that information true, accurate, current, and complete after you create your account.
(b) Cumulus will provide you with a unique set of credentials for each individual that will be granted access to the Services (“ID Credentials”). You may not share your ID Credentials, and you are responsible for any unauthorized access to your ID Credentials.
(c) You agree that all information you provide to us in connection with your account will be true, accurate, supportable, and complete. You shall: (a) notify Cumulus immediately of any unauthorized use of any ID Credentials or any other known breach of security, (b) report to Cumulus immediately and use reasonable efforts to stop any unauthorized use of the Services that is known or suspected by you or any user, and (c) not provide false identity information to gain access to or use the Services. You are solely responsible for all use (whether or not authorized) of our Services under your account(s). You agree to take all reasonable precautions to prevent unauthorized access to or use of our Services and will notify us promptly of any unauthorized access or use. We will not be liable for any loss or damage arising from unauthorized use of your account.
Your Organization. These End User Terms apply to you as a user of the Services and are entered into between you and Cumulus. Your company or organization that has invited you to access the Services is referred to as the “Customer” in this Agreement. If you are joining your employer’s organization, for example, Customer is your employer. If you are joining at the invitation of another organization, that organization is our Customer and they are authorizing you to join. Each Customer has a separate written agreement with us (in either case, the “Customer Agreement”) that permitted Customer to create and configure an organization so that you and others could join (each invitee granted access to the Services, including you, is an “Authorized User”). You are an Authorized User of the Customer. The Customer Agreement contains our commitment to deliver the Services to Customer, who may then invite Authorized Users to join its organization.
Projects. You may be invited to join one or more Projects by one or more Customer. Your participation in a Project is subject to the license metrics, requirements and other restrictions and limitations concerning the Services that apply to your Organization and/or the Customer.
Provision of the Services. Subject to these End User Terms and the Customer Agreement, we will use commercially reasonable efforts to make the Services for which the Customer has subscribed available to you as an end user of the Customer. Depending upon the Services for which Customer has subscribed, different tools and features will be available.
Restrictions on Your Use of the Services. Except as expressly permitted herein, you shall not (a) make the Service available to, or use any Service for the benefit of, anyone other than Customer, its Affiliates, its Partners or Authorized Users; (b) rent, sublicense, re-sell, assign, distribute, time share or similarly exploit the Service; (c) reverse engineer, copy, modify, adapt, hack the Service, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks; (d) access the Service, the Documentation, or Cumulus’ Confidential Information to build a competitive product or service; (e) alter or remove, or permit any third party to alter or remove, any proprietary trademark or copyright markings incorporated in, marked on, or affixed to the Service; (f) allow End User Subscriptions (including any associated user credentials) to be shared or used by more than one individual End User (except that End User Subscriptions may be reassigned to new End Users replacing individuals who no longer use the Service for any purpose); or (g) access or use the Service: (i) to send or store infringing, obscene, threatening, or otherwise unlawful material, including material violative of third-party privacy rights; (ii) in violation of applicable laws; (iii) to send or store material knowingly or intentionally containing software viruses, worms, Trojan horses, or other harmful computer code, files, or scripts; or (iv) in a manner that interferes with or disrupts the integrity or performance of the Service (or the data contained therein). Cumulus may request that Customer suspend the account of any End User who: (a) violates this Agreement or Cumulus’ User Terms of Service; or (b) is using the Service in a manner that Cumulus reasonably believes may cause a security risk, a disruption to others’ use of the Service, or liability for Cumulus. If Customer fails to promptly suspend or terminate such End User’s account, Cumulus reserves the right to do so.
Security; Protection of Customer Data. Cumulus shall implement and maintain reasonable administrative, organizational, and technical safeguards designed for the protection, confidentiality, and integrity of Customer Data.
Intellectual Property Rights; Ownership. (a) Rights in the Services. Except for the limited rights granted herein during the term of these End User Terms, any and all rights in and to the Services, the Cumulus website, and Cumulus’s online materials, including all intellectual property rights, including but not limited to our trademarks, copyrights, patents, and all related rights, in and to the foregoing, are and shall remain the exclusive property of Cumulus. Cumulus reserves all rights not expressly granted herein. Nothing in these End User Terms will transfer any such rights to, or to vest any such rights in, you. You will not take any action to copy, jeopardize, infringe, limit, or interfere with Cumulus’ intellectual property rights. Any unauthorized use of the Services or our intellectual property rights is a violation of these End User Terms and may also constitute a violation of intellectual property laws and treaties, including without limitation copyright laws and trademark laws.
(b) Usage Data. We may collect usage data, event logs, performance data, error monitoring and other data related to how you use and interact with the Services (“Usage Data”). To the extent we collect or generate Usage Data, it will be owned by us and we may use it for any lawful purpose.
(c) No Removal of Notices. You agree that you will not remove, obscure, make illegible or alter any notices or indications of the intellectual property and/or Cumulus’ rights and ownership thereof, whether such notice or indications are affixed on, contained in or otherwise connected to any materials.
Content and Customer Data. AS BETWEEN US AND CUSTOMER, YOU AGREE THAT IT IS SOLELY CUSTOMER’S RESPONSIBILITY TO (A) INFORM YOU AND ANY AUTHORIZED USERS OF ANY RELEVANT CUSTOMER POLICIES AND PRACTICES AND ANY SETTINGS THAT MAY IMPACT THE PROCESSING OF CUSTOMER DATA; (B) OBTAIN ANY RIGHTS, PERMISSIONS OR CONSENTS FROM YOU AND ANY AUTHORIZED USERS THAT ARE NECESSARY FOR THE LAWFUL USE OF CUSTOMER DATA AND THE OPERATION OF THE SERVICES; (C) ENSURE THAT THE TRANSFER AND PROCESSING OF CUSTOMER DATA UNDER THE CUSTOMER AGREEMENT IS LAWFUL; AND (D) RESPOND TO AND RESOLVE ANY DISPUTE WITH YOU AND ANY AUTHORIZED USER RELATING TO OR BASED ON CUSTOMER DATA, THE SERVICES OR CUSTOMER’S FAILURE TO FULFILL THESE OBLIGATIONS. Cumulus MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, TO YOU RELATING TO THE SERVICES, WHICH ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS.
Confidentiality and Privacy. (a) Confidentiality. You agree that you will treat the Services, including but not limited to, the assessments, the assessment reports, any information downloaded by you or disclosed to you by Cumulus through the Services, and your password and related access information to the Services as Confidential Information and the trade secrets of Cumulus. You shall not provide access to the Services to any other person without the express written permission of Cumulus. You will not disclose the Services contents, assessments, or assessment reports to any third party without the express written permission of Cumulus.
Other Third-Party Components and Software. User acknowledges that (a) the Services may contain other software or components that are either owned by a third party or in the public domain, and (b) Cumulus has no proprietary interest in such software or components (collectively and each, the “Third-Party Software”), and as such, cannot grant User a license to use such Third-Party Software. IN ADDITION TO ANY DISCLAIMERS SET FORTH IN SUCH TERMS AND CONDITIONS, THE DISCLAIMERS SET FORTH AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN SHALL APPLY TO Cumulus AND ITS LICENSORS WITH RESPECT TO SUCH THIRD-PARTY SOFTWARE. In addition, certain components of the Services are, due to their interaction with third party software, required to be made available to you under terms and conditions other than this Agreement.
Maintenance. Scheduled system maintenance will take place from time to time, and during such time, updates to the Services or elements thereof may be unavailable. Emergency maintenance may be required at other times in the event of system failure. In addition, you acknowledge that information found on the Services may contain errors or inaccuracies and may not be complete
Indemnification. You agree to defend, indemnify, and hold Cumulus and our parent, subsidiary and other affiliated companies, and their employees, contractors, officers and directors harmless from all liabilities, claims and expenses, including attorney’s fees, that arise from: (i) your use or misuse of the Services or the content therein; and (ii) your Content, including without limitation claims, damages and liabilities arising from User’s failure to comply with applicable law, or other agreement under which such Content was obtained. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.
Term and Termination. (a) These End User Terms will be effective as of the Effective Date and will remain effective until Customer’s subscription for you expires or terminates, or your access to the Services has been terminated by Customer or us.
General. (a) Electronic Signature(s). You hereby agree to the use of electronic communication and to the electronic delivery of notices. Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction which requires an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law.
(b) Modifications. We may modify these End User Terms from time to time. Any modification shall be effective when we notify you of the modification (via an update delivered through the Services or via email or other notification) and you continue to use the Services after such date.
(c) Waiver. No failure or delay by either party in exercising any right under the End User Terms will constitute a waiver of that right. No waiver under the End User Terms will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.
(d) Severability. If any provision of the End User Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the End User Terms will remain in effect.
(e) Assignment. You may not assign any of your rights or delegate your obligations under these End User Terms, whether by operation of law or otherwise, without the prior written consent of us (not to be unreasonably withheld). We may assign these End User Terms in their entirety (including all terms and conditions incorporated herein by reference), without your consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets.
(f) Governing Law. These End User Terms shall, for all domestic and international purposes, be governed, interpreted, construed and enforced solely and exclusively in accordance with the laws of the State of Vermont U.S.A., without regard to conflicts of law provisions.
(g) Entire Agreement. The End User Terms, including any terms incorporated by reference into the End User Terms, constitute the entire agreement between you and us and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. To the extent of any conflict or inconsistency between the provisions in these End User Terms and any pages referenced in these End User Terms, the terms of these End User Terms will first prevail; provided, however, that if there is a conflict or inconsistency between the Customer Agreement and the End User Terms, the terms of the Customer Agreement will first prevail, followed by the provisions in these End User Terms, and then followed by the pages referenced in these End User Terms. Customer will be responsible for notifying Authorized Users of those conflicts or inconsistencies and until such time the terms set forth herein will be binding.
(h) Contacting Cumulus. You may contact us at email@example.com or at our mailing address below:
Cumulus Care, Inc.
P.O. Box 104
Jericho, VT 05465