1. GRANT OF USE.
1.1 Subject to CCGroup’s right to terminate set forth in Section 4 below, CCGroup hereby grants User a limited, non-exclusive right to use and access the Guide solely in connection with User’s personal, non-commercial uses, subject to all the terms and conditions of this User Agreement. The permission granted to you shall terminate automatically and immediately if you breach any of the terms and conditions set forth in this User Agreement. CCGroup reserves the right to modify or remove any materials listed on the Guide at any time without further notice. All rights not expressly granted herein, are expressly reserved by CCGroup. User acknowledges and agrees that as a condition to entering into this User Agreement, User agrees to abide by all of the terms and conditions of use set forth in this User Agreement and such other terms and conditions that may be set forth by CCGroup from time to time and made known to User, including without limitation, any terms and conditions that may accompany any update to, or new version of, the Guide.
1.2 You understand and agree that the Guide is provided with a secure access feature that will automatically expire after a time period (the “Access Term”). After the expiration of the Access Term, You may renew Your right to use the Guide for an additional Access Term by contacting CCGroup.
2.1 You may use the Guide online only and may not modify, alter, reproduce, copy, print, or download all or any portion of the Guide unless you have obtained written authorization in advance from CCGroup.
2.2 You agree to use the Guide solely for the purposes described herein. You shall not provide access to the Guide to any other persons. Except as expressly permitted by this User Agreement, You shall not (i) permit any third parties to use the Guide, (ii) circumvent or disable any technological features or measures in the Guide website, or (iii) use the Guide for the benefit of a third party or to develop a product that is similar to the Guide. This User Agreement does not provide User with title or ownership of the Guide, but only this limited, non-exclusive and non-transferable use. User must keep its access to the Guide free and clear of all claims, liens and encumbrances.
2.3 You agree that You will not, nor will You allow any third to, (i) incorporate or embed the Guide into any other computer program or application of any kind, (ii) modify, translate, enhance or create derivate works of the Guide, nor (iii) create or attempt to create, by decompilation, translation, disassembly, reverse engineering or otherwise, the Guide or any portion thereof.
2.4 You further agree that You will not attempt to register any copyrights, trademarks, or service marks or apply for any patent or other intellectual property protection for the Guide, or any component therof, including without limitation, any derivative work thereof or improvement thereto.
3. INTELLECTUAL PROPERTY; OWNERSHIP
3.1 This User Agreement does not grant You or any person any rights in connection with any trademarks, service marks, trade secrets and know-how, patents or other intellectual property rights of CCGroup or the Guide except for the use of the Guide for its intended purposes for as long as this User Agreement remains in full force and effect. Ownership of the Guide and all intellectual property rights therein shall remain at all times with CCGroup. Any other use of the Guide by any person, business, corporation, government organization or any other entity is strictly forbidden and is a violation of this User Agreement. The Guide and the intellectual property rights embodied by the Guide represent valuable and strategic intellectual property of CCGroup. You will ensure that the Guide is not copied, printed, misused or misappropriated by any of Your employees or any third parties. You shall not remove any copyright, trade mark or other notice from the Guide.
4.1 This User Agreement is effective throughout the Access Term. Notwithstanding the foregoing, Your rights under this User Agreement will terminate immediately and automatically without any notice from CCGroup if You fail to comply with any terms and conditions of this User Agreement. Termination will not limit any of CCGroup’s other rights or remedies at law or in equity.
5. DISCLAIMER OF WARRANTIES
5.1 YOU UNDERSTAND AND AGREE THAT CCGROUP IS NOT RESPONSIBLE FOR ENSURING THAT YOUR METHOD AND MANNER OF USE OF THE GUIDE IS SATISFACTORY FOR YOUR INTENDED PURPOSES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CCGROUP PROVIDES THE GUIDE “AS IS” AND WITH ALL FAULTS; CCGROUP DISCLAIMS ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OR ACCURACY OR COMPLETENESS OR RESPONSES, OR RESULTS, OF WORKMANLIKE EFFORT, OF LACK OF VIRUSES, AND OF LACK OF NEGLIGENCE. CCGROUP DOES NOT WARRANT THAT THE GUIDE WILL BE ERROR-FREE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF THE CONSUMER, SO SOME OR ALL OR THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
6. LIMITATION OF LIABILITY AND REMEDIES
6.1 IN NO EVENT WILL CCGROUP BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE GUIDE, OR FOR ANY CLAIM BY ANY OTHER PARTY, EVEN IF CCGROUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CCGROUP’S AGGREGATE LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS USER AGREEMENT OR OTHERWISE WITH RESPECT TO THE GUIDE OR OTHERWISE SHALL NOT EXCEED THE AMOUNT OF THE FEES PAID BY USER, IF ANY, FOR USE OF THE GUIDE DURING THE IMMEDIATELY PRIOR TWELVE (12) MONTHS TIME. BECAUSE SOME STATES/COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO USER.
7.1 User agrees that User will indemnify, protect, defend, and hold harmless CCGroup and its directors, officers, employees, shareholders, and agents, from and against any and all claims, liabilities, losses, damages, injuries, demands, actions, causes of action, suits, proceedings, judgments, and expenses, including, without limitation, attorneys’ fees, court costs, and other legal expenses, including those incurred at the trial and appellate levels and in any bankruptcy, reorganization, insolvency or other similar proceedings, arising from or connected with (a) any breach by User of any provision hereof, and (b) User’s or User’s employees, agents and representative’s use of the Guide for any reason.
8. RISK ALLOCATION
8.1 You acknowledge and agree that the provisions of Sections 5, 6 and 7 above represent a reasonable allocation of the risks under this User Agreement. CCGroup’s willingness to grant, and Your willingness to accept access to the Guide herein granted reflects this allocation of risk and the limitations of liability specified herein.
9.1 Except as otherwise provided herein, the respective rights and obligations of the parties under this User Agreement shall survive any termination of this User Agreement.
9.2 This User Agreement shall be governed the laws of the United States of America and the State of California without regard to principles of conflicts of laws.
9.3 This User Agreement shall only be amended by a written agreement executed by CCGroup and User. Future course of dealings between User and CCGroup shall not be deemed to amend or modify this User Agreement in any manner.
9.4 Any provision or provisions of this User Agreement which is held to be invalid, illegal, unenforceable or otherwise in any way to contravene any law shall, to the extent thereof, be deemed severable and shall not affect the other provisions hereof, which other provisions shall remain in full force and effect. To the extent that any provision of this User Agreement is adjudicated to be invalid or unenforceable because it is deemed to be overbroad, that provision shall not be void but rather shall be limited only to the extent required by applicable law and enforced as so limited.
9.5 No Failure or delay in exercising or enforcing any right or remedy hereunder by CCGroup shall constitute a waiver of any other right or remedy, or future exercise thereof. If any provision of this User Agreement is determined to be invalid under any applicable statute or rule of law, it is deemed omitted and the balance of this User Agreement shall remain enforceable.
9.6 To the extent any party asserts any disagreement, dispute, controversy or claim arising out of, relating to or connected with this User Agreement or the Guide (a “Dispute”), all parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in the Northern District of the State of California (individually, a “Court”) in any litigation (“Litigation”) arising from or attributable to such Dispute. All parties irrevocably: (a) agree that all Disputes shall be adjudicated and resolved exclusively in such Court and that no Litigation shall be commenced or prosecuted and no party may seek to adjudicate or resolve a Dispute in any other forum, (b) waive the defense of an inconvenient forum to the maintenance of such Litigation, (c) consent to the service of any and all process in any such action or proceeding by the mailing of copies of such process to each party at its respective addresses specified below, and (d) agree that a final judgment rendered by either Court in the Litigation shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section shall affect the right of any party to serve legal process in any manner permitted by law. For the purpose of reducing for all parties the time and cost inherent in any Litigation, all parties desire to have the Litigation adjudicated in such Court by a judge without a jury. To the fullest extent permitted by law and as separately bargained-for consideration, all parties specifically waive any right to trial by jury in any Litigation.
9.7 User may not assign or otherwise transfer User’s rights or obligations under this User Agreement without the prior written consent of CCGroup. Subject to the foregoing, this User Agreement shall be binding upon the parties’ successors and assigns.
9.8 THE TERMS AND CONDITIONS OF THIS AGREEMENT SHALL TAKE PRECEDENCE OVER AND SUPERCEDE ANY AND ALL PURCHASE ORDERS OR OTHER STANDARD FORM CONDITIONS NOT EXPRESSLY AGREED UPON IN WRITING BY CCGROUP, WHETHER BEFORE OR AFTER THE EFFECTIVE DATE. THE TERMS AND CONDITIONS OF THIS AGREEMENT SHALL APPLY TO THE VERSION OF THE GUIDE ACCESSED BY YOU, AND THE NEXT VERSIONS, IF ANY, RELEASED BY CCGROUP. CCGROUP RESERVES THE RIGHT TO CHANGE ITS GUIDE USE CONDITIONS IN ITS SOLE DISCRETION ON NOTICE TO YOU IN ACCORDANCE WITH REASONABLE RISK MANAGEMENT POLICIES. IN THE ABSENCE OF SUCH NOTICE, THE TERMS AND CONDITIONS OF THIS AGREEMENT SHALL APPLY.