By clicking “Accept” or accessing and using the Services, you affirm that:
- Reservation of Rights
- Limited Right to Access the Services
- Provision of Assessment Materials and Profile Data
- Automated Monitoring and Automated Login Scripts Prohibited
- Third-Party Software Configuration
- Censinet Administrator
- Electronic Signatures
- Release of Assessment Materials to Specified Third Parties With Your Approval
- Confidential Information
- Release of Information to Third Parties
- Confidential Information Part 2
- Lawful Conduct; Prohibited Uses
- Third Party Sites
- Feedback or Comments
- Disclaimer of Warranties
- Limitations of Liability
- Limitation on Time to Bring an Action
- International Use
- Contact Us
Reservation of Rights
Limited Right to Access the Services
If Censinet has provided you with access to the Services, Censinet grants you a nonexclusive, non transferable, non- sublicensable, revocable, royalty-free, limited right and license to access and use the Services and all other content, data and information to which you are granted access through or in connection with the Services (the “Censinet Content”) solely for the purposes of providing the Assessment Materials to the applicable Assessors with which you want to share such Assessment Materials and otherwise assisting such Assessors in evaluating and managing risk. You are not entitled to copy any Censinet Content. You agree to safeguard and not to share your Services access credentials, and you will be responsible for the acts or omissions of any person who accesses the Services using passwords or access procedures provided to you.
Provision of Assessment Materials and Profile Data
You understand that you will need to provide certain data, information and documentation in order to receive the full benefit from the Services. For example, you will be asked to provide Censinet with certain information relating to your information security and other practices as part of the Assessment Materials. Your provision of Assessment Materials to us is voluntary, however, you understand and agree that failure to provide us with certain Assessment Materials may negatively impact the applicable Assessor(s)’ ability to assess your risk profile and may result in a failure to consummate a business transaction between you and such Assessor(s). If you agree to provide Assessment Materials, you represent and warrant that all Assessment Materials you provide are complete and accurate and that you have all rights and authorizations necessary to provide us with such Assessment Materials. You solely own all rights, title and interest in and to the Assessment Materials and all related intellectual property rights. You hereby grant us a nonexclusive right and license to (i) use the Assessment Materials in connection with providing the Services to you, including disclosing the Assessment Materials to the applicable Assessors that you have approved (“Approved Assessors”) for the purpose of evaluating your business and practices, and (ii) use Assessment Materials for our internal business purposes including benchmarking, aggregating and compiling Assessment Materials with other information, and improving our products and services. You understand, agree, and expressly consent that Censinet will create risk analyses and recommendations that will be shared with Approved Assessors based on your Assessment Materials and that Approved Assessors may make purchasing decisions based on such Assessment Materials, analyses and recommendations that are provided to them; and, except to the extent a party is grossly negligent or engages in willful misconduct or fraud, you waive your right to bring any action against either Censinet or any Approved Assessor related to the provision of such information, analyses or recommendations.
You agree to provide accurate, current and complete account information as required by Censinet to enable access to the Services (“Profile Data”). You further agree to maintain and promptly update such Profile Data to keep it accurate, current and complete. You are solely responsible for the accuracy of your Profile Data.
Automated Monitoring and Automated Login Scripts Prohibited
User agrees that automated monitoring scripts, performance monitoring scripts and automated login scripts by Users are strictly prohibited on the Services and Censinet production systems or networks unless approved in advance and in writing by Censinet. User shall not attempt to circumvent data protection schemes or uncover and/or exploit security loopholes, including, without limitation, creating and/or running programs that are designed to identify and/or exploit security loopholes and/or decrypt intentionally secure data; performing an act that intentionally prevents the normal operations of networks, computers, servers or processes at Censinet; running any program that may damage or place excessive load on a server or the network; mass-invites, mass-messages, and programs known as floodbots and clonebots; forging the identity of a user or machine in an electronic communication; and intentionally repeating or transmitting material in a rapid manner with the intention of producing the effect of harassing another user. Should Censinet discover that User has implemented any of these methods, Censinet may block network access to the Services; suspend or terminate User’s access; or take legal action against User to prevent the use of these scripts, programs or methods against the Services and Censinet’s networks and systems.
Third-Party Software Configuration
You acknowledge that a supported Internet browser is required to access and use the Services. Censinet will use commercially reasonable efforts to maintain the Services as compatible with the current version of frequently used browsers, but does not warrant or guarantee that the Services will be available or operational on any particular browser.
If you use third-party software configurations that do not meet the Censinet requirements, you acknowledge and agree that Services may not be accessible, may not operate properly or may have some features disabled. Censinet shall have the right to modify the third-party software requirements in its sole discretion in order to maintain security and operational integrity for its user base.
You will either designate an active administrator or use a single sign on process (hereinafter referred to as “Censinet Administrator”) which shall provide and assign user names and passwords to your employees who are authorized to use the Services on your behalf (“Users”). The Censinet Administrator shall remove access to the Services in the event any User is no longer employed by you or in the event any User is no longer authorized to access the Services.
You acknowledge that Censinet may provide features or functions within the Services to allow your designated individuals to electronically sign forms and documents. You agree that you will only use this functionality within the Services if you are authorized by your organization to agree to and electronically sign documents that bind your organization. Censinet is not responsible for ensuring that any electronically signed documents are appropriately authorized or permitted pursuant to applicable law.
Release of Assessment Materials to Specified Third Parties With Your Approval
The Services permit you to share your Assessment Materials with other users, within and outside of your organization. You acknowledge that we are entitled to rely on your direction in sending Assessment Materials to the Approved Assessors.
Due to the unique nature of the Confidential Information, each Recipient agrees that any breach or threatened breach of this Section (“Confidential Information”) may cause not only financial harm to Discloser, but also irreparable harm for which money damages may not be an adequate remedy. Therefore, Discloser will be entitled, in addition to any other legal or equitable remedies, to seek an injunction or similar equitable relief against any such breach or threatened breach without the necessity of proving actual damages or posting any bond.
Release of Information to Third Parties
If you are a Vendor or the Representative of a Vendor, you understand, agree and expressly consent that (i) Censinet will provide Vendor Information to Subscribers and their constituents for the purpose of evaluating Vendor’s business and practices, (ii) Censinet will create risk analyses and recommendations that will be shared with Subscribers and their constituents based on Vendor Information, and (iii) Subscribers and their constituents will make purchasing decisions based on the Information, analyses and recommendations that are provided to them. You agree that you are providing the Information voluntarily and that, except to the extent a party is grossly negligence or engages in willful misconduct or fraud, you waive your right to bring any action against either Censinet or any Subscriber or constituent related to the provision of such Information, analyses or recommendations.
“Confidential Information” means any information disclosed by or on behalf of Censinet, You and your Representatives who use or access the Service (in such capacity, the “Discloser”) to the other party (in such capacity, “Recipient”) or its personnel in connection with this Agreement, whether written or oral, and that is marked or identified at the time of disclosure as confidential or proprietary or that is of such a nature that would be understood by a reasonable person to be confidential or proprietary. The Services and all other Censinet Proprietary Rights will be deemed to be Censinet’s Confidential Information.
Each Party, in its capacity as a Recipient, agrees that it will: (i) not disclose the other Party’s Confidential Information to any other person or entity; (ii) use the other Party’s Confidential Information only for purposes of performing its obligations or exercising its rights under this Agreement; (iii) only disclose Discloser’s Confidential Information to those of its Representatives who need to know such information for purposes of this Agreement and who are bound by obligations with respect to such Confidential Information substantially similar to those set forth in this Agreement; and (iv) protect all of Discloser’s Confidential Information from unauthorized use, access, or disclosure in the same manner as it protects its own confidential or proprietary information of a similar nature, and in no event with less than reasonable care.
The obligations set forth in Section (b) will not apply to any Confidential Information that: (i) was available to the public at the time it was communicated to Recipient by Discloser; (ii) became available to the public after it was communicated to Recipient by Discloser through no fault of Recipient or its Representatives; (iii) Recipient can demonstrate by its written records was in Recipient’s possession free of any obligation of nondisclosure or nonuse at the time it was communicated to Recipient by Discloser; or (iv) Recipient can demonstrate by its written records was developed by Recipient or its Representatives independently of and without reference to or use of any of Discloser’s Confidential Information. In addition, Section (b) will not be construed to prohibit any disclosure that is: (x) required pursuant to a court discovery order in any litigation to establish the rights of either Party under this Agreement; or (y) required by a valid court order or subpoena, provided in the latter case that the Party required to make such disclosure, unless otherwise prohibited by law or regulatory authority, notifies the other Party (whose Confidential Information is to be disclosed) thereof promptly and in writing and cooperates with the other Party at the non-disclosing Party’s sole expense if the other Party seeks to contest or limit the scope of such disclosure.
Due to the unique nature of the Confidential Information, the Parties agree that any breach or threatened breach of this Section (“Confidential Information”) may cause not only financial harm to Discloser, but also irreparable harm for which money damages may not be an adequate remedy. Therefore, Discloser will be entitled, in addition to any other legal or equitable remedies, to seek an injunction or similar equitable relief against any such breach or threatened breach without the necessity of proving actual damages or posting any bond.
Lawful Conduct; Prohibited Uses
You agree, while using the Services or Censinet Content, to comply with all applicable laws and regulations, including without limitation those related to privacy, cybersecurity, electronic communications, digital rights management, fax communications and anti-spam legislation.
Without limiting the foregoing, you agree that: (i) you will not use the Services to collect, transmit, store or otherwise process protected health information, information that can be used to personally identify an individual or similar information relating to individual persons; (ii) you will not upload, post, reproduce or distribute any information, software or other material protected by copyright or any other intellectual property right (including rights of publicity and privacy) without first obtaining the permission of the owner of such rights and providing appropriate source credit; and (iii) you will not use the Services to target for solicitation any Assessors. In addition, except for your own internal use of the Services, you agree that you will not create website links to the Services that include login information, including but not limited to, user names, passwords, secure cookies and/or “mirroring” or “framing” any part of the Services.
Third Party Sites
The Services may provide links to third party web sites or resources. Because Censinet has no control over such sites and resources, you acknowledge and agree that Censinet is not responsible for the availability of such external sites or resources and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources.
Feedback or Comments
If you choose to provide Censinet with any comments, suggestions, proposals or other feedback related to the Services or any other matter (collectively “Feedback”), you agree that such Feedback is non-confidential, and you hereby grant Censinet a perpetual, irrevocable, nonexclusive, transferable, sublicensable, worldwide, royalty-free, fully paid-up right and license to use and fully exploit such Feedback for any and all lawful purposes. You will not provide any Feedback to Censinet for which you are not authorized to grant the foregoing license.
Disclaimer of Warranties
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, CENSINET HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SERVICES, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR TITLE, AND ALL WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE IN TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CENSINET DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; OR THAT ANY DEFECT OR ERROR WILL BE CORRECTED; OR THAT THE SERVICES WILL BE SECURE AND FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR THAT ANY CONTENT OR RECOMMENDATIONS PROVIDED THROUGH THE SERVICES WILL BE CURRENT OR ACCURATE; OR THAT A PARTICULAR PRODUCT, SERVICE OR PROVIDER YOU SEE ON THE SERVICES WILL BE AVAILABLE TO YOU. YOUR USE OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK. YOU ACKNOWLEDGE THAT CENSINET IS NOT RESPONSIBLE FOR ANY EQUIPMENT YOU USE TO ACCESS THE SERVICES VIA THE INTERNET OR FOR ANY COMPROMISE OF DATA TRANSMITTED ACROSS COMPUTER NETWORKS NOT OWNED OR OPERATED BY CENSINET OR TELECOMMUNICATIONS FACILITIES, INCLUDING, BUT NOT LIMITED TO, THE INTERNET.
Limitations of Liability
CENSINET’S LIABILITY TO YOU IS LIMITED AS SET FORTH BELOW, EXCEPT AND ONLY THE TO THE EXTENT THAT ANY SUCH LIMITATIONS ARE PROHIBITED BY APPLICABLE LAW.
TO THE EVENTS GIVING RISE TO ANY CLAIM, OR, IF NO SUCH PAYMENTS HAVE BEEN MADE BY YOU, FIFTY U.S. DOLLARS ($50). THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO CENSINET’S WILLFUL BREACH OF ANY OF ITS CONFIDENTIALITY OBLIGATIONS HEREUNDER.TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OR DISPUTE WITH CENSINET CONCERNING THE SERVICES IS AS SET FORTH ABOVE AND YOUR RIGHT TO STOP USING THE SERVICES.
Limitation on Time to Bring an Action
Except for a breach of confidentiality, you agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the Services brought by you must be filed within one (1) year after such claim or cause of action arose or such claim or cause of action will be forever barred.