Last updated: March 17, 2022
PLEASE READ THESE WEBSITE TERMS OF USE (“TERMS”) CAREFULLY. These Terms of Use (“Terms”) apply to your personal use of the online website you are currently using and the technology supporting the website (collectively the “Website”). CNI Distribution (“CNI”, “we”, “our”, or “us”) makes the Website available to you (sometimes referred to as “your” or “user”) in exchange for your agreement with all the terms and conditions below.
By clicking “I Agree” and accessing or using the Website, you agree to be bound by the terms and conditions of this Agreement. If you do not wish to be bound by this Agreement, you are not authorized to access or use the Website and/or any of its components.
These Terms are a binding legal document between you and CNI, together with any of its affiliates or subsidiaries. Do not access or use the Website if you do not agree to these Terms. CNI may revise and update these Terms from time to time without prior notice and will post the updated Terms to the Website. ANY CHANGES TO THESE TERMS WILL APPLY IMMEDIATELY UPON POSTING. Your continued use of the Website after updated Terms are posted constitutes acceptance of any changes. You and CNI are referred to individually as a “Party” and jointly as the “Parties.”
1. RIGHT TO ACCESS THE WEBSITE
CNI grants you a limited, revocable, non-transferable, and non-exclusive license to access and use the Website for your personal use only. CNI may terminate, in its sole discretion, your right to use the Website if you exceed this limited right. CNI does not guarantee the accuracy of the Website. CNI retains the right to revoke this right or disable or deny access to the Website for any reason.
2. PROPRIETARY RIGHTS
2.1 Ownership
As between you and CNI, CNI retains all ownership rights, control, or licenses to any content, applications, information, or materials CNI posts on the Website (“CNI Content”) and any and all patent rights, copyrights, trade secrets, trade names, Website marks, trademarks, moral rights, know-how, and other intellectual property rights. Nothing in these Terms grants you any Intellectual Property Rights in or to CNI Content or the Website.
2.2 Suggestions
CNI shall have a royalty-free, worldwide, perpetual license to use or incorporate into the Website any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by you relating to the Website.
2.3 Trademarks
“CNI Distribution,” the CNI logo, and all CNI software and product names are trademarks or Website marks of CNI or its affiliates (collectively, the “Marks”). No right or license to use the Marks is granted under these Terms, except for the limited right to use them as they appear on the Website. You may not use the Marks in advertising or promotional material nor disclose CNI as a Website provider to third parties without prior written approval. You shall not remove, alter, or obscure any Marks or proprietary notices.
3. YOUR CONTENT
You are solely responsible for the content you upload to the Website and agree to indemnify, defend, release, and hold CNI harmless from any claims arising from your content. Content may be viewed by other users and shared. Do not upload confidential information. You represent that your content is accurate and truthful and will update it as necessary. CNI may edit, remove, or delete content at its discretion for reasons including unethical conduct, to enforce these Terms, to comply with law, or if content infringes third-party rights.
4. PROHIBITED USE
When using the Website, you shall not:
1. Resell, disclose, disseminate, reproduce, or publish any portion of the Website;
2. Modify, translate, disassemble, decompile, manipulate, or reverse engineer any portion;
3. Violate applicable law;
4. Post pictures of children under thirteen;
5. Misrepresent your identity or age;
6. Harass, defame, threaten, or discriminate against another user;
7. Upload malware, viruses, or other malicious code.
5. TERMINATION
To maintain Website security and privacy, CNI may suspend or terminate your
access if you violate these Terms. CNI is not liable for suspension or termination.
6. DISCLAIMER OF WARRANTIES
To the maximum extent permitted by law, CNI makes no warranties regarding the website. The website is provided “as is” and “as available”, without any warranties of any kind, whether express or implied, including warranties of fitness for a particular purpose, merchantability, or non-infringement. CNI disclaims any liability for errors, unavailability, or loss of data. CNI does not guarantee the legality or appropriateness of using the website for any specific purposes.
7. LIMITATION OF LIABILITY
To the maximum extent permitted by law, CNI, its affiliates, directors, officers, employees, agents, and successors shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, goodwill, use, data, or other intangible losses, even if they have been advised of the possibility of such damages. Your sole remedy is to discontinue use of the website.
8. INDEMNITY
You shall indemnify, defend, and hold CNI and its affiliates harmless from claims, losses, liabilities, damages, costs, and expenses arising from your use or misuse of the Website, provision of data, breach of Terms, violation of law or third-party rights, or negligence or willful misconduct.
9. THIRD-PARTY WEBSITES
The Website may contain links to third-party websites or resources. CNI is not responsible for the availability, content, or conduct of such third parties. Your interactions with third-party websites are governed by their terms.
10. MISCELLANEOUS
10.1 Notices
All notices under these Terms shall be sent through the Website.
10.2 Assignment
You shall not assign or transfer these Terms without CNI’s prior written consent.
10.3 Severability
If any provision is invalid or unenforceable, it shall be deemed deleted and remaining provisions remain in effect.
10.4 No Waiver
Any waiver is valid only if expressly in writing.
10.5 Governing Law
These Terms are governed by the laws of the State of Tennessee. Any litigation shall be brought in a court of competent jurisdiction in Tennessee. Each Party waives jury trial rights. Prevailing party may recover reasonable attorneys’ fees.
10.6 No Third-Party Beneficiaries
These Terms benefit the parties executing them and do not confer rights on any third party.
10.7 Survival
Sections 2, 5, 6, 7, 8, and 10, and any intended to survive termination, remain in effect.