This Terms of Service Agreement (“Agreement”) between the Chicago Regional Council of Carpenters (“CRCC”) and you (the “Customer”) shall be effective on the date the Customer first makes use of the CRCC Services (as defined below). Customer consent to comply with and be bound by the terms and conditions of this Agreement is deemed to occur upon Customer’s first use of CRCC Services (as defined below).
This Agreement governs Customer use of the following Services (the “CRCC Services”), which may be amended from time to time:
a. Internet. Use of the CarpentersUnion.Org website on the internet.
b. Application. Use of the Chicago Council of Carpenters application (‘app”)
- License. Authorized User. Customer is hereby granted a revocable, non-transferable and non-exclusive license to use the CRCC Services.
- Rights and Limitations on Use of CRCC Services. The Customer shall comply with CRCC’s rules (as may be in effect during the term of this Agreement) appropriate to any network or application (“app”) to which CRCC provides access. The Customer is not permitted to post any material that is illegal, libelous, tortuous, indecent, or is otherwise inappropriate, or that is likely to directly or indirectly cause harm to CRCC. CRCC reserves the right to refuse or terminate service at any time that CRCC, it its sole discretion, determines there is a violation of this Section.
a. Prohibitions. Customer agrees that Customer will not: (a) sell, lease, license or sublicense the CRCC Services; (b) modify, change, alter, translate, create derivative works from, reverse engineer, disassemble or decompile the CRCC Services; (c) copy any part of the CRCC Services; (d) engage in spamming, mail-bombing, spoofing or any other illegal or unauthorized use of the CRCC Services; (e) knowingly introduce into or transmit through the CRCC Services any virus, worm, trap door, back door, timer, clock, counter or other limiting routine, instruction or design; (f) alter any copyright notice, trademarks or other proprietary rights notices affixed to or contained within the CRCC Services; or (g) engage in or permit any action involving the CRCC Services that is inconsistent with the terms and conditions of this Agreement.
b. Ban on Impersonation. You agree not to impersonate any person or entity, including, but not limited to, CRCC or any CRCC employee, or falsely state or otherwise misrepresent your affiliation with any person or entity.
c. No Guarantee of Access. The parties acknowledge that the Internet is neither owned nor controlled by any one entity and CRCC makes no guarantees that any particular user will be able to access the CRCC Services at all times. CRCC shall not be liable to Customer for failure of access to the CRCC Services. CRCC Services are not designed to provide for ongoing business operations and CRCC carries no guaranty of uninterrupted access.
d. CRCC’s Licensors. Customer agrees that CRCC Services may in some instances be provided by third party licensors to CRCC. For all CRCC Services provided by third party licensors, Customer agrees to abide by any third party licensor terms and conditions which are incorporated by reference into this Agreement.
e. Changes to CRCC Services. Customer acknowledges that CRCC may, at its sole discretion add or delete services from the CRCC Services offered to Customer.
- Representation and Warranties
a. Customer Representations. represents and warrants to CRCC that: (i) Customer has the authority to enter into this Agreement and perform its obligations under this Agreement; (ii) Customer will not violate any law, or the intellectual property rights of any third party; and (iii) Customer is not located in a country where export or re-export of the contents of information received via the Internet is prohibited. Should Customer receive notice of any claim regarding the CRCC Services, Customer promises that Customer shall promptly provide CRCC with a written notice of such claim.
b. CRCC Warranty. CRCC warrants that: (i) CRCC has the authority to enter into this Agreement and perform its obligations under this Agreement; and (ii) CRCC will perform the services provided under this Agreement in a professional and workmanlike manner.
- Disclaimer of Service Warranties
Customer expressly understands and agrees that:
a. Customer’s Sole Risk. Customer’s use of the service is at customer’s sole risk. CRCC and its suppliers provide the service, including all content, software, functions, materials and information made available on or accessed through the service, and the customer site(s) “as is” and without any warranty or condition of any kind, express or implied, including, but not limited to, the implied warranty of merchantability, fitness for a particular purpose, title and non-infringement.
b. No Warranty. CRCC and its suppliers make no warranty that (i) the service will meet customer’s requirements, (ii) the service will be uninterrupted, timely, secure or error-free, and (iii) the quality of any products, services, information or other material obtained by customer through the service will meet customer’s expectations.
c. No Responsibility for Damage. Any material downloaded or otherwise obtained through the use of the service, or customer sites is done at customer’s own discretion and risk, and customer will be solely responsible for any damage to customer’s computer system or loss of data that results from the download of any such material.
d. Limitation of Liability. In no event shall CRCC and/or its suppliers be liable for any indirect, punitive, special, incidental or consequential or any damages whatsoever, including, but not limited to, damages for loss of use, data or profits (however arising, including negligence) even if CRCC or any of its suppliers has been advised of the possibility of damages, arising out of or in connection with:
- The use or inability to use the service,
- The provision of or failure to provide services,
- Any information, software, products, services and related graphics obtained through the service or otherwise arising out of the use of the service,
- Statements or conduct of any third party on the service, or
- Any other matter relating to the service. Some states do not allow the limitation of liability, so the foregoing limitation may not apply to customer in such states. Notwithstanding the above, in no event shall CRCC’S aggregate liability to customer and/or any third party arising from or relating to this agreement exceed the amount customer actually pays to CRCC under this agreement during the twelve (12) months preceding the date the claim arose or $500.00, whichever is less.
You, the Customer, agree to defend, indemnify and hold harmless CRCC, its affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys’ fees, arising out of the use of the website by you or on your behalf. CRCC reserves the right to take over the exclusive defense of any claim for which we are entitled to indemnification under this Section. In such event, you shall provide CRCC with such cooperation as is reasonably requested by CRCC.
- Intellectual Property Rights
a. Proprietary Rights. “Proprietary Rights” mean all interests of CRCC Services in source code, know-how, business information and any and all rights that are protectable by law and the courts in any and all jurisdictions including, without limitation, copyrights, invention registrations, patents, designs, trade secrets, trademarks, service marks and trade dress. All proprietary rights not expressly granted in the License as stated in paragraph 2 are reserved to CRCC Services, Customer shall use the proprietary rights granted under the License as stated in paragraph 2 solely for the purpose of accessing and using the services of CRCC Services, and any proprietary rights granted in the License as stated in paragraph 2 are automatically terminated upon the termination of this Agreement. Customer shall not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other Proprietary Rights of CRCC Services during the term of this Agreement and/or after the termination of this Agreement.
b. Trademarks. CRCC Services trademarks, tradenames, service marks, logos, trade dress, other names, marks and domain names, and other related product and service names, design marks and slogans, are the sole and exclusive property of CRCC Services, and Customer shall not use any of the foregoing in any advertising, publicity or in any other commercial manner, except with express written permission of CRCC Services.
c. Copyrights. All works of authorship of CRCC Services that are fixed in a tangible medium of expression are copyrighted upon publication. Customer shall not use any of CRCC Services copyrighted materials, except as permitted under the License as stated in paragraph 2, and Customer shall not copy, reproduce, distribute or make derivative works of any copyrighted materials of CRCC Services, without the express written permission of CRCC Services.
d. Suggestions. Any and all feedback, data, questions, survey responses, ideas or other types of suggestion and the like (collectively “Suggestions”) that are made by Customer to CRCC Services, whether solicited or unsolicited, shall be the sole property of CRCC Services, and CRCC Services shall not be obligated to pay Customer anything in return for the Suggestions, even if CRCC Services decides to use the Suggestions to improve the services offered to other customers.
c. Press Releases. CRCC shall have the right to use Customer’s name in press releases, publicity and similar matters.
e. Customer Content. “Customer Content” means text and images of the Customer that are uploaded to CRCC servers or otherwise posted to Customer’s website. Customer Content belongs to the Customer, and CRCC has no obligation to review Customer Content prior to Customer posting Customer Content on Customer’s website. Moreover, Customer will not upload any content not owned by Customer or licensed by Customer for use by Customer.
f. Copyright Infringement – Software Piracy Policy. The CRCC Services may only be used for lawful purposes. Transmission, distribution, or storage of any information, data or material in violation of federal, state, or local law or regulation, is prohibited, including, without limitation, infringement of trademark, trade secret, or other intellectual property rights. CRCC Services has the right to block, suspend access, or otherwise remove, without notice, anything that CRCC Services believes, in its sole discretion, violates this provision, and the sole remedy of Customer is to request reversal of any block, suspension or removal after showing to the satisfaction of CRCC Services that the Customer has a proper right to use and display the blocked, suspended or removed materials.
- Termination and Survival
a. Term. This Agreement will be effective on the date the Customer first makes use of the CRCC Services and shall continue thereafter for the duration of Customer’s transaction pertaining to that use
b. Survival. This Agreement shall survive termination as it pertains to any transactions which occur pursuant to this Agreement.
- Legal Matters
a. Waiver. Waiver or modification of this Agreement shall not be effective unless executed in writing and signed by an authorized representative of CRCC and Customer.
b. Severability. If any provision of this Agreement is held to be unenforceable, in whole or in part, such holding will not affect the validity of the other provisions of this Agreement.
d. Choice of Law and Jurisdictional Agreements. This Agreement shall be governed by the laws of the State of Illinois, without regard to conflict of law principles. All disputes arising out of this Agreement shall be brought only in the Circuit Court of Cook County, Illinois or the United States District Court for the Northern District of Illinois, Eastern Division. The Parties further consent that personal jurisdiction and venue shall exclusively be in courts located in Cook County, Illinois including both the Circuit Court of Cook County, Illinois and the United States District Court for the Northern District of Illinois. It is agreed that CRCC is not subject to personal jurisdiction in any other jurisdiction or forum.
f. Non-solicitation. Customer agrees that, during the term of this Agreement and for twenty-four (24) months after the termination, Customer will not directly or indirectly solicit any CRCC personnel or consultants within area served by CRCC Services.
- Security. The Customer is solely responsible for any breaches of security affecting its servers. In the event of a virus, attack or similar issue, Customer shall be responsible for the cost of damage to the Customer’s server. CRCC shall not be responsible for the security of information transmitted over CRCC’s equipment or facilities.
- Network Responsibility; Bulk Email. CRCC reserves the right to cancel service to any Customer using the CRCC Services so as to adversely affect other CRCC customers, including hacking or similar activities harmful to CRCC or other customers. CRCC will cooperate fully with any civil or criminal litigation arising from the violation of this policy, including violation of the Child Protection Act of 1984 concerning child pornography. Customer understands and agrees that it is responsible for the actions of its clients, and will be liable for illegal material posted by Customer. Use of the CRCC Services to transmit unsolicited commercial or bulk-e-mail is expressly prohibited, including the hosting of web sites or services on a server, advertised therein. CRCC also prohibits the sending of any fraudulent, malicious, harassing, false or misleading electronic communications, including, but not limited to, chain letters, pyramid schemes, or e-mails with forged headers.
- Suspension. If CRCC in its sole discretion determines that a Customer’s server has become the source or target of any violation hereunder, CRCC reserves the right to suspend network access to that server. CRCC may, at its sole discretion, contact law enforcement and other agencies regarding these activities. Customers are responsible for all costs relating to such investigation, suspension, administration and handling of their servers before, during and after the suspension period.
- Amendments. Amendments to this agreement may be made by CRCC at any time and will become effective immediately. It shall be the Customer’s responsibility to review these Terms and Conditions to determine if there have been changes since the Customer’s last usage.
- Entire Agreement. This Agreement contains the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter. Any modification of this Agreement shall only be valid if in writing properly executed by authorized representatives of the parties hereto.