By clicking “Accept” or accessing and using the Services, you affirm that:
- You are at least the age of legal majority in your place of residence and otherwise legally competent to enter into contracts; and
Reservation of Rights
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 (including, if you are a Subscriber, the risk analysis and related benchmarking data of participating Vendors (the “Vendor Assessments”) and all other content, data and information provided through or in connection with the Services (the “Censinet Content”)) solely: (i) if you are a Subscriber or a Representative of a Subscriber, (ii) for Subscriber’s internal business purposes in evaluating and managing Vendor risk, or (iii) if you are a Vendor or a Representative of a Vendor, for purposes of providing data and information to Censinet and Subscribers that will enable Censinet and Subscribers to perform Vendor Assessments and otherwise assist Subscribers 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.
As between you and Censinet, Censinet solely owns the Services, the Censinet Content, and all related documentation. Except for the limited license set forth above or in another agreement, no other right is granted, no use is permitted and all other rights are expressly reserved. You acknowledge and agree that the Services are made available solely as hosted by or on behalf of Censinet, and nothing in this Agreement will be construed to grant you any right to receive a copy of any software for the Services. You agree that you will not: reproduce or modify the Services or any documentation therefor or portion thereof without Censinet’s written consent; rent, sell, lease or otherwise transfer the Services or any part thereof or use any Services for the benefit of a third party; reverse assemble, decompile or reverse engineer the Services, or otherwise attempt to discover any source code or underlying trade secrets or other proprietary information; or use any information gained as a result of your access to the Services to develop or assist a third party to develop a product with the same or similar functionality as any Services.
Provision of Data
You understand that certain data will be necessary in order to receive full benefit from the Services. For example, if you are a Subscriber you will be asked to provide certain data relating to your organization and/or product and/or service and if you are a Vendor, you will be asked to complete questionnaires and assessments and to provide Censinet with certain information relating to your information security and other practices (collectively the “Information”). All Information provided to us is voluntary, however, you understand and agree that failure to provide us with certain Information may negatively impact your use of the Services or your Vendor Assessment. If you agree to provide us any Information, you represent and warrant that all Information you provide is complete and accurate to the best of your knowledge, and that you have all rights and authorizations necessary to provide us with such Information. You also grant us a nonexclusive, non-transferable, non- sublicensable, revocable, royalty-free, limited right and license to use the Information for all lawful purposes in connection with providing the Censinet Services to Subscribers and Vendors, including, without limitation (i) using and disclosing Vendor Information to Subscribers approved by you, (ii) providing specific risk analyses and recommendations related to Vendor organization’s business practices, (iii) benchmarking, (iv) aggregating and compiling Information with other information, (v) creating Censinet Content, and (vi) improving Censinet Services.
User Must Have Internet Access
In order to use the Services, Users must have or must obtain access to the Internet, either directly or through devices that access web-based content. Users must also provide all equipment necessary to make such (and maintain such) connection to the Internet. User acknowledges that Censinet is not responsible for: (i) notifying User of any necessary upgrades, fixes or enhancements to any such equipment; or (ii) 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.
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
User acknowledges that a supported Internet browser is required to access and use the Services, and the Services may require certain other third-party software be installed on the User’s network and computers. 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.
Accuracy of Profile Data
Email and Notices; Electronic Communications Consent
User agrees to provide Censinet with User’s email address, to promptly provide Censinet with any changes to User’s email address and to accept email (or other electronic communications) from Censinet at the email address specified. User further agrees that, except for any notice required to be delivered in accordance with the terms of any other agreement, Censinet may provide any and all notices, advisories and other communications to User via email and User agrees to allow email delivery from Censinet. You agree that we are not responsible for your failure to receive notice if your email is quarantined by an email security system (e.g., “junk” or “spam” folder) or if you fail to update your email address. You also agree that we may send you notices through the Service.
Each Subscriber and Vendor 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 each Representative who is authorized by such Subscriber or Vendor to use the Services. The Censinet Administrator for your organization shall be responsible for removing access to the Services in the event Representatives are no longer employed by your organization or in the event any Representative is no longer authorized to access the Services.
User acknowledges that Censinet may provide features or functions within the Services to allow designated individuals for each Subscriber or Vendor to electronically sign forms and documents (e.g., Subscriber required terms and business associate agreements). 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 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.
Suspension for Ongoing Harm or Abuse
You agree that we and your organization have the right to suspend or terminate your right to access and use the Services at any time in our/their sole discretion, including without limitation for any use or abuse of the Services that materially and adversely affects the business or operations of Censinet or other users. Abuse of the Services includes, but is not limited to, not logging into the system and not responding to inquiries in a reasonable timeframe; the use of any profanity or foul language, degrading comments published through the Services; and any misrepresentation of a User’s capabilities or licensure/accreditation status. User agrees that Censinet shall not be liable for any suspension or termination of the Services.
Lawful Conduct; Prohibited Uses
You agree, while using the Services or any Information, data or other information obtained through the system, 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 other Subscribers or Vendor. 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, User acknowledges and agrees 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 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.
Censinet® is registered in the U.S. Patent and Trademark Office. Users have no rights to display or use the Censinet mark in any manner without Censinet’s express prior written permission.
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.
Limitations of Liability
CENSINET’S LIABILITY TO YOU IS LIMITED AS SET FORTH BELOW, EXCEPT AND ONLY THE TO EXTENT THAT ANY SUCH LIMITATIONS ARE PROHIBITED BY APPLICABLE LAW.
IN NO EVENT SHALL CENSINET OR ANY OF ITS AFFILIATES OR ANY OF ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, ADVISORS AND CONSULTANTS BE LIABLE TO YOU (WHETHER UNDER CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY OR ANY OTHER LEGAL OR EQUITABLE THEORY) FOR ANY DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF USE, DATA OR INFORMATION OF ANY KIND) ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES OR ANY RECOMMENDATIONS OR DATA PROVIDED THOUGH THE SERVICES, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. IF APPLICABLE LAW PROHIBITS DISCLAIMER OF DIRECT DAMAGES, CENSINET’S AGGREGATE LIABILITY TO YOU FOR DIRECT DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNTS PAID BY YOU FOR THE SERVICES IN THE TWELVE (12) MONTHS PRIOR TO THE EVENTS GIVING RISE TO ANY CLAIM, OR, IF NO SUCH PAYMENTS HAVE BEEN MADE BY YOU, FIFTY U.S. DOLLARS ($50).
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.
Waiver of Right to Pursue Class Action Claims
YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING.
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.
Waiver of Jury Trial; Agreement to Arbitrate Claims
YOU AND CENSINET WAIVE ANY RIGHT TO BRING SUCH CLAIMS BEFORE ANY COURT OF LAW. RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT, SUCH AS ACCESS TO DISCOVERY, MAY BE UNAVAILABLE OR LIMITED IN ARBITRATION.
The arbitrator will have the power to grant whatever relief would be available in court under law or in equity (including attorney’s fees) and any award of the arbitrator will be final and binding on each of the parties. The arbitrator will not, however, have the power to award punitive or exemplary damages, the right to which each party hereby waives.
Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
You and we agree, to the extent practicable, to direct the arbitrator to issue a decision within 120 days from the date the arbitrator is appointed. You and we acknowledge that if the arbitrator does not issue a decision within 120 days, such event will not limit or waive the powers of the arbitrator or this agreement to arbitrate.
All arbitration proceedings will be closed to the public and confidential and all records relating thereto will be permanently sealed, except as necessary to obtain court confirmation of the arbitration award.
The award of the arbitrator will be in writing and will not include any statement setting forth the reasons for the disposition of any claim.
Either you or we may seek an injunction at any time from any court of competent jurisdiction as necessary to protect the rights or property of you or us pending the completion of arbitration.
Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. If, however, you are an individual User and you are able to demonstrate that the costs of arbitration will be prohibitive for you as compared to the costs of litigation, Censinet will pay as much of the filing, administration and arbitrator fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive for you. If the arbitrator determines that the claim(s) you assert in the arbitration are frivolous, you agree to reimburse Censinet for all fees associated with the arbitration that Censinet paid on your behalf which you otherwise would be obligated to pay under the AAA Rules.
The Services are intended for use in the United States of America only. If you use our Services or contact us from outside of the United States of America, please be advised that (i) any information you provide to us or that we automatically collect will be transferred to the United States of America; and (ii) that by using our Services or submitting information, you explicitly authorize its transfer to and subsequent processing in the United States of America in accordance with this Use Policy.