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CLIENT SERVICES, INC. TERMS OF USE

Last Updated: February 16, 2018

PLEASE READ THIS TERMS OF USE AGREEMENT (“Agreement”) CAREFULLY. This Agreement has been prepared as a legally binding agreement between you (sometimes referred to as “you” or “your”) and Client Services, Inc. and its subsidiaries and affiliates (collectively referred to as “CSI”, “us”, “our”, or “we”) (You and CSI collectively referred to as the “Parties”).

CSI makes the website, www.clientservices.com (the “Site”), and the CSI Mobile App (the “App”) (collectively, the “Services”) available for your use subject to the terms and conditions set forth below (the “Agreement”).

BY ACCESSING OR USING THE SERVICES IN ANY WAY, INCLUDING USE OF ANY OF THE CONTENT, YOU AGREE TO AND ARE BOUND BY THIS AGREEMENT, AND IF YOU DO NOT ACCEPT ANY OF THE TERMS OF THIS AGREEMENT AND/OR YOU DO NOT MEET OR COMPLY WITH THEIR PROVISIONS, YOU MAY NOT USE THIS SITE OR THE APP.

IMPORTANT NOTICE: YOUR USE OF THE SITE IS SUBJECT TO AN ARBITRATION PROVISION IN SECTION 10 OF THIS AGREEMENT, REQUIRING ALL CLAIMS TO BE RESOLVED BY WAY OF BINDING ARBITRATION.  Please carefully review Section 10 of this Agreement for more information.

CSI believes in protecting your privacy. Please review our current Privacy Policy.

1. Changes to Terms

We may revise and update this Agreement from time to time, and will post the updated Agreement to the Services. UNLESS OTHERWISE STATED IN THE AMENDED VERSION OF THIS AGREEMENT, ANY CHANGES TO THIS AGREEMENT WILL APPLY IMMEDIATELY UPON POSTING.  Although we are not obligated to provide you with notice of any changes, any changes to this Agreement will not apply retroactively to events that occurred prior to such changes. Your continued use of the Services will constitute your agreement to any new provisions within the revised Agreement.

2. Your License to Use CSI Intellectual Property 

(a) CSI’s Rights in and to CSI Content

All written content prepared and posted by CSI, and the Site and App design, object and source code, layout, look, appearance, and graphics on the Site, as well as the trademarks, service marks, and logos contained on our Site (collectively, “CSI Content”) are owned by or licensed to CSI and are subject to copyright, trademark, and other intellectual property rights under the United States and foreign laws and international conventions.  CSI reserves all rights not expressly granted in, and to, the Site and the CSI Content.

Except as otherwise provided in this Agreement, no part of the Services and no CSI Content may be copied, reproduced, uploaded, posted, publicly displayed, transmitted, or distributed in any way to any other computer, server, website, or other medium for publication or distribution or for any commercial use or purpose, without CSI’s prior express written consent.  CSI reserves all rights in and to the Site, the App, and CSI Content not expressly granted to you in this Agreement.

(b) License to Access the Site

On the condition that you comply with all your obligations under this Agreement, CSI grants you a limited, revocable, non-exclusive, non-transferable license to access and use the Site, including CSI Content made available by CSI on the Site, for personal or internal business purposes only.  Any use of the Site in excess of this license is strictly prohibited and constitutes a violation of this Agreement, which may result in the termination of your right to access and use the Site.  Your access to the Site is provided on a temporary basis with no guarantee for future availability.  We reserve the right to withdraw or modify any CSI Content we provide on the Site without notice.

(c) License to Download and Use the App

On the condition that you comply with all your obligations under this Agreement, CSI grants you a limited, revocable, non-exclusive, non-transferable license to download and use the App, and to access and use CSI Content made available through the App, for personal or internal business purposes only.  Any use of the App in excess of this license is strictly prohibited and constitutes a violation of this Agreement, which may result in the termination of your right to use the App.  We reserve the right to withdraw or modify any CSI Content we provide through the App without notice.

3. Restrictions on Your Use of the Services.

You agree that when using the Services, you will not:

  • delete, modify, or attempt to change or alter any of the CSI Content or notices on the Services;
  • introduce into the Services any virus, rogue program, time bomb, drop dead device, back door, Trojan horse, worm or other malicious or destructive code, software routines, denial of service attack, or equipment components designed to permit unauthorized access to the Services, or to otherwise harm other users, CSI Content, or any third parties, or perform any such actions;
  • use the Services to commit fraud or conduct other unlawful activities;
  • access or attempt to access any other person’s information without that person’s permission;
  • copy, modify, create derivative works of, reverse engineer, decompile, disassemble, or otherwise attempt to learn the source code, structure, or ideas upon which the Services are based;
  • use any bot, spider, or other automatic or manual device or process for the purpose of harvesting or compiling information on the Services for any reason;
  • use any CSI Content made available through the Services in any manner that misappropriates any trade secret or  infringes any copyright, trademark, patent,  rights of publicity, or other proprietary right of any party;
  • decrypt, transfer, frame, display, or translate (except translations for personal use) any part of the Site;
  • connect to or access any CSI computer system or network without authorization;
  • use the CSI Content or any information in the Services to create or sell a similar service or mobile or computer application;
  • use the Services to transmit any content that is obscene, defamatory, threatening, harassing, abusive, slanderous, racially or ethnically offensive, hateful, or embarrassing to any other person or entity; or would violate our, or any third party, proprietary, intellectual property, or privacy rights, including unauthorized copyright text, images, programs, trade secrets, or other confidential proprietary information, use trademarks or service marks in an infringing fashion, or misappropriation of a person’s name or likeness;
  • use the Services to transmit any advertisements or solicitations of business, chain letters, pyramid schemes, or bulk e-mail lists; or
  • impersonate someone else, provided that you may use the Services as an agent of an individual or company with their express written authorization.

4. Your Suggestions

We welcome your comments regarding the Site, the App, and CSI Content. If you elect to provide or make available suggestions, comments, ideas, improvements, or other information or materials to us in connection with or related to the Site, the App, and any other CSI products or services (including any related technology), whether you send such information or materials to us through the Site, the App, or through a separate communication channel, you grant us a non-exclusive, perpetual, royalty-free, irrevocable right to use, implement, disclose, reproduce, modify, license, transfer and otherwise distribute, create derivative works of, display, perform, and exploit any such information or materials in any manner.  Please do not send us such information or materials, if you do not wish to grant us the rights set forth in this Section 4.

5. Links

For your convenience, we may provide links to various other websites that may be of interest to you and for your convenience only. However, CSI does not control or endorse such websites and is not responsible for their products, services or content nor is it responsible for the accuracy or reliability of any information, data, opinions, advice, or statements contained within such websites. This Agreement applies only to the Services that CSI offers. If you decide to access any of the third party sites linked to the Site or App, you do so at your own risk, and you should review the terms and conditions and privacy policies of such third-party sites. CSI disclaims all warranties, express and implied, as to the accuracy, validity, and legality or otherwise of any materials or information contained on such sites.

6. No Warranties

EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN A WRITTEN AGREEMENT BETWEEN YOU AND CSI, THIS SITE, THE APP, AND ALL CSI CONTENT AND SERVICES ACCESSIBLE THROUGH THIS SITE OR THE APP, ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF TITLE OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, CSI MAKES NO WARRANTY THAT: (i) THE CONTENT AND SERVICES WILL MEET YOUR REQUIREMENTS; (ii) THE CSI CONTENT AND SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE CSI CONTENT OR SERVICES WILL BE EFFECTIVE, ACCURATE, OR RELIABLE; (iv) THE QUALITY OF ANY CSI CONTENT OR SERVICES ACCESSIBLE BY YOU THROUGH THE SITE OR THE APP WILL MEET YOUR EXPECTATIONS; AND (v) ANY ERRORS, TYPOS, OR DEFECTS IN THE SITE, APP, CSI CONTENT, OR SERVICES WILL BE CORRECTED.

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST. IN THE EVENT THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS CONTAINED IN THIS AGREEMENT SHALL BE DETERMINED BY A COURT TO BE INVALID OR UNENFORCEABLE, THEN SUCH PROVISIONS SHALL BE REFORMED TO THE MAXIMUM LIMITATION PERMITTED BY APPLICABLE LAW. TO THE EXTENT PERMISSIBLE, ANY IMPLIED WARRANTIES ARE LIMITED TO 90 DAYS.

7. Limitation of Liability

YOU EXPRESSLY AGREE TO WAIVE AND HEREBY WAIVE, ANY AND ALL CLAIMS AND LIABILITIES AGAINST CSI THAT ARISE FROM YOUR USE OF THE SERVICES OR CSI CONTENT IN VIOLATION OF ANY FEDERAL, STATE OR LOCAL LAWS OR REGULATIONS.

UNDER NO CIRCUMSTANCES, SHALL CSI OR ANY OF ITS OFFICERS, DIRECTORS, MANAGERS, STOCKHOLDERS, MEMBERS, EMPLOYEES, AGENTS, OR CONTRACTORS BE LIABLE FOR ANY DIRECT OR INDIRECT LOSSES OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE SITE OR ANY CONTENT OR SERVICES RELATED TO THE SITE.

THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL LOSSES AND DAMAGES OF ANY KIND (WHETHER GENERAL, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR OTHERWISE, INCLUDING LOSS OF DATA, INCOME OR PROFITS), WHETHER IN CONTRACT, NEGLIGENCE, GROSS NEGLIGENCE, OR OTHER TORTUOUS ACTION, EVEN IF AN AUTHORIZED REPRESENTATIVE OF CSI HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

IF YOU ARE DISSATISFIED WITH THE SERVICES, ANY CSI CONTENT ON THE SERVICES, OR WITH THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES OR THE CSI CONTENT. YOU ACKNOWLEDGE, BY YOUR USE OF THE SERVICES AND CSI CONTENT, THAT SUCH USAGE IS AT YOUR SOLE RISK AND YOU ACCEPT THE TERMS AND CONDITIONS STATED IN THIS AGREEMENT, INCLUDING THE LIMITATION OF LIABILITY AND DISCLAIMERS SET FORTH HEREIN.

SOME STATES OR JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. IN THE EVENT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES CONTAINED IN THIS AGREEMENT SHALL BE DETERMINED BY A COURT TO BE INVALID OR UNENFORCEABLE, THEN SUCH PROVISIONS SHALL BE REFORMED TO THE MAXIMUM LIMITATION PERMITTED BY APPLICABLE LAW. IN ANY EVENT, THE TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT OR THE USE OR EXPLOITATION OF ANY OR ALL PARTS OF THE SITE, CONTENT, OR THE SERVICES IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO ONE HUNDRED DOLLARS ($100.00).

You agree to defend, indemnify, and hold CSI and its affiliates, and their respective officers, directors, managers, stockholders, members, employees, agents, and contractors (collectively the “CSI Indemnitees”), harmless from and against any all claims, losses, liabilities, damages, costs, and expenses (including, without limitation, reasonable attorneys’ fees) resulting from or alleged to result from your use of the Services or CSI Content or your violation of this Agreement.

9. Choice of Law

This Agreement and the rights of the parties hereunder will be governed by and construed in accordance with the laws of the state of Missouri, exclusive of conflict or choice of law rules. Notwithstanding the provision in the preceding paragraph with respect to applicable substantive law, any arbitration conducted pursuant to the terms of this Agreement will be governed by the Federal Arbitration Act (9 U.S.C., Secs. 1-16).

10. Agreement to Arbitrate

(a) Arbitration

To the extent feasible, the Parties desire to resolve any dispute, claim or controversy arising out of or relating to your use of or access of the Site, this Agreement or the breach, termination, enforcement, interpretation or validity of this Agreement, including the determination of the scope or applicability of this agreement to arbitration (a “Dispute”) through discussions and negotiations between each other. The Parties agree to attempt to resolve any Disputes by negotiation with the other Party (by phone, electronic correspondence, or written correspondence). If, after good faith discussions, a Dispute(s) cannot be resolved solely between the Parties, such Dispute(s) will be determined by arbitration in St. Charles County, Missouri before a single arbitrator. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with AAA Consumer Arbitration Rules. Judgment on the award may be entered in any court having jurisdiction. This provision will not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. This Section 10 will survive termination of this Agreement.

(b) Conduct of Arbitration

The arbitration will be commenced by the claimant party filing a demand for arbitration with the administrator of AAA and serving the demand on the opposing party. Within thirty (30) calendar days of the date the demand for arbitration is filed, the Parties will select an arbitrator by following the AAA Consumer Arbitration Rules’ appointment procedures. Except as may be required by law, neither Party nor the arbitrator may disclose the existence, content or results of any arbitration under this Agreement without the prior written consent of both Parties. The arbitrator’s award will be in writing accompanied by a reasoned opinion and a written statement of the essential findings and conclusions on which the award is based.

(c) Costs

The arbitrator will determine how the costs and expenses of the arbitration will be allocated between the Parties, and may award attorneys’ fees.

(d) Limitation of Liability

In any arbitration arising out of or related to this Agreement, the arbitrator may not award any incidental, indirect, or consequential damages, including damages for lost profits or any punitive or exemplary damages.

(e) Arbitration is on an Individual Basis Only; Class Action Waiver

The parties agree to arbitrate solely on an individual basis, and that this Agreement does not permit class arbitration or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. The arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. Notwithstanding the arbitrator’s power to rule on his or her own jurisdiction and the validity or enforceability of the agreement to arbitrate, the arbitrator has no power to rule on the validity or enforceability of the agreement to arbitrate solely on an individual basis. In the event the prohibition on class arbitration is deemed invalid or unenforceable, then the remaining portions of this Section 10 will remain in force.

11. Jurisdiction

The Site and the Services are directed to those individuals and entities located in the United States. We do not direct our Services to any person or entity in any jurisdiction where (by reason of nationality, residence, citizenship, or otherwise) the publication or availability of the Site, its content, and the Services are unavailable or otherwise contrary to local laws or regulations. If this applies to you, you are not authorized to access or use the Services, or any related content. CSI makes no representation that the information or content on the Services is appropriate or that the Services are available outside of the United States. Those who choose to access or use the Services from other locations do so at their own risk and are responsible for compliance with applicable local laws.

12. No Professional Advice

The information available on the Services is intended to be a general information resource regarding the matters covered, and is not tailored to your specific circumstance. It is not professional advice, and should not be construed as such.

13. Miscellaneous Terms

(a) Complete Agreement

This Agreement constitutes the entire agreement between you and CSI relating to your use of, and access to, the Services and supersedes any prior or contemporaneous agreements or representations.  This Agreement may not be amended except as set forth in Section 1 of this Agreement.  For avoidance of doubt, notwithstanding this Section 13(a), this Agreement does not modify, revise, or amend the terms of any other agreements you may have with CSI.

(b) Construction

If any portion of this Agreement is ruled invalid or otherwise unenforceable, it shall be deemed amended in order to achieve as closely as possible the same effect as originally drafted.  Any invalid or unenforceable portion should be construed as narrowly as possible in order to give effect to as much of this Agreement as possible.

(c) Headings

Descriptive headings contained in this Agreement are for convenience only and shall not control or affect the meaning or construction of any of this Agreement.

(d) No Waivers

Our failure to enforce or exercise any provision of this Agreement or related right will not constitute a waiver of that right or provision.

(e) No Assignments and Transfers

No rights or obligations under this Agreement may be assigned or transferred by you, either voluntarily or by operation of law, without our express written consent and in our sole discretion.

(f) Language of this Agreement

Although this Agreement may be translated into other languages, the English language version of this Agreement shall control in any dispute between the parties.

(g) No Third Party Beneficiaries

Nothing in this Agreement will confer upon any person, other than the parties, any rights, remedies, obligations, or liabilities whatsoever.

(h) Notices

You can provide any notices to us under this Agreement by e-mail or mail using the contact information provided in Section 14.  Unless you tell us otherwise, or the law requires otherwise, you agree to receive all communications from us by e-mail or through posting notices to your account. You are responsible for providing CSI with up-to-date contact information, which you may do by updating your account information through the Site or by sending a message to us via the contact information provided in Section 14.  You agree that all communications that we send to you electronically satisfy any legal requirement that a communication be in writing. You may print the communications for your records.

14. Contact Us

If you would like to request additional information regarding this Agreement,

Contact us

 

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