CaliberVantage :: Terms of Service

CaliberVantage Terms of Service (TOS)

This User Agreement ("Agreement") is a contract between you and CaliberVantage and applies to your use of CaliberVantage Services. You must read, agree with and accept all of the Terms and Conditions contained in this Agreement.

We may amend this Agreement at any time by posting a revised version on our website. The revised version will be effective at the time we post it. In addition, if the revised version includes a Substantial Change, we will provide you with 30 Days' prior notice of any Substantial Change by posting notice on our website.

This is an important document which you must consider carefully when choosing whether to use the CaliberVantage Services.

Accepting the Terms
In order to use the CaliberVantage Services, you must first agree to the Terms. You may not use the CaliberVantage Services if you do not accept the Terms.

You can accept the Terms by:

Clicking to accept or agree to the Terms, where this option is made available to you by CaliberVantage in the user interface for any Service; or
By actually using the CaliberVantage Services. In this case, you understand and agree that CaliberVantage will treat your use of the CaliberVantage Services as acceptance of the Terms from that point onwards.

Language of the Terms
Where CaliberVantage has provided you with a translation of the English language version of the Terms, then you agree that the translation is provided for your convenience only and that the English language versions of the Terms will govern your relationship with CaliberVantage.

If there is any contradiction between what the English language version of the Terms says and what a translation says, then the English language version shall take precedence.

Description of CaliberVantage Services
CaliberVantage is a Human Capital EcoSystem that provides users with access to a rich collection of resources, including without limitation various communications tools, social networking tools, project and portfolio management tools, talent management services, service provider marketplace, job boards, and vendor and resource management services. You also understand and agree that the CaliberVantage Services may include advertisements and that these advertisements are necessary for CaliberVantage to provide the CaliberVantage Services. You also understand and agree that the CaliberVantage Services may include certain communications from CaliberVantage, such as service announcements, administrative messages and the CaliberVantage Newsletter, and that these communications are considered part of CaliberVantage membership and you will not be able to opt out of receiving them. Unless explicitly stated otherwise, any new features that augments or enhances the current CaliberVantage Services, including the release of new CaliberVantage properties, shall be subject to the TOS. You understand and agree that the CaliberVantage Services is provided "AS-IS" and that CaliberVantage assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings. You are responsible for obtaining access to the CaliberVantage Services, and that access may involve third-party fees (such as Internet service provider or airtime charges). You are responsible for those fees, including those fees associated with the display or delivery of advertisements. In addition, you must provide and are responsible for all equipment necessary to access the CaliberVantage Services. You understand that the technical processing and transmission of the CaliberVantage Services, including your Content, may involve transmissions over various networks; and changes to conform and adapt to technical requirements of connecting networks or devices.

Your Registration Obligations
In consideration of your use of the CaliberVantage Services, you represent that you are of legal age to form a binding contract and are not a person barred from receiving the CaliberVantage Services under the laws of the United States or other applicable jurisdiction. You also agree to provide true, accurate, current and complete information about yourself as prompted by the CaliberVantage Service's registration form (the "Registration Data") and maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or CaliberVantage has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, CaliberVantage has the right to suspend or terminate your account and refuse any and all current or future use of the CaliberVantage Services (or any portion thereof).

Your relationship with CaliberVantage

Your Privacy. Protecting your privacy is very important to CaliberVantage. Please review our Privacy Policy in order to better understand our commitment to maintaining your privacy, as well as our use and disclosure of your Information.
Privacy of Others. If you receive Information about another CaliberVantage User through the CaliberVantage Services, you must keep the Information confidential and only use it in connection with the CaliberVantage Services. You may not disclose or distribute a CaliberVantage User's Information to a third party or use the Information for marketing purposes unless you receive the User's express consent to do so.
Intellectual Property. " CaliberVantage.com," " CaliberVantage," and all logos related to the CaliberVantage Services are either trademarks or registered trademarks of CaliberVantage or its licensors. You may not copy, imitate or use them without CaliberVantage's prior written consent. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of CaliberVantage. You may not copy, imitate, or use them without our prior written consent. All right, title and interest in and to the CaliberVantage website, any content thereon, the CaliberVantage Services, the technology related to the CaliberVantage Services, and any and all technology and any content created or derived from any of the foregoing is the exclusive property of CaliberVantage and its licensors.
Assignment. You may not transfer or assign any rights or obligations you have under this Agreement without CaliberVantage's prior written consent. CaliberVantage reserves the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time.
Notices to You. You agree that CaliberVantage may provide notice to you by posting it on our website, emailing it to the email address listed in your Account, or mailing it to the street address listed in your Account. Such notice shall be considered to be received by you within 24 hours of the time it is posted to our website or emailed to you unless we receive notice that the email was not delivered. If the notice is sent by mail, we will consider it to have been received by you three Business Days after it is sent.

Eligibility and Types of Accounts
Your use of CaliberVantage's products, software, services and web sites (referred to collectively as the "CaliberVantage Services" in this document and excluding any services provided to you by CaliberVantage under a separate written agreement) is subject to the terms of a legal agreement between you and CaliberVantage. "CaliberVantage" means CaliberVantage, Inc. This document explains how the agreement is made up, and sets out some of the terms of that agreement.

Unless otherwise agreed in writing with CaliberVantage, your agreement with CaliberVantage will always include, at a minimum, the terms and conditions set out in this document. These are referred to below as the "Universal Terms". Your agreement with CaliberVantage will also include the terms of any Legal Notices applicable to the CaliberVantage Services, in addition to the Universal Terms. All of these are referred to below as the "Additional Terms". Where Additional Terms apply to a CaliberVantage Service, these will be accessible for you to read either within, or through your use of, that CaliberVantage Service.

The Universal Terms, together with the Additional Terms, form a legally binding agreement between you and CaliberVantage in relation to your use of the CaliberVantage Services. It is important that you take the time to read them carefully. Collectively, this legal agreement is referred to below as the "Terms". If there is any contradiction between what the Additional Terms say and what the Universal Terms say, then the Additional Terms shall take precedence in relation to that CaliberVantage Service.

Provision of the Services by CaliberVantage
CaliberVantage is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the CaliberVantage Services which CaliberVantage provides may change from time to time without prior notice to you. As part of this continuing innovation, you acknowledge and agree that CaliberVantage may stop (permanently or temporarily) providing the CaliberVantage Services (or any features within the CaliberVantage Services) to you or to users generally at CaliberVantage's sole discretion, without prior notice to you. You may stop using the Services at any time.
You acknowledge and agree that if CaliberVantage disables access to your account, you may be prevented from accessing the CaliberVantage Services, your account details or any files or other content which is contained in your account.

You acknowledge and agree that while CaliberVantage may not currently have set a fixed upper limit on the number of transmissions you may send or receive through the CaliberVantage Services or on the amount of storage space used for the provision of any CaliberVantage Service, such fixed upper limits may be set by CaliberVantage at any time, at CaliberVantage's discretion.

Use of the Services by you
In order to access certain CaliberVantage Services, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the CaliberVantage Service, or as part of your continued use of the CaliberVantage Services. You agree that any registration information you give to CaliberVantage will always be accurate, correct and up to date.

You agree to use the CaliberVantage Services only for purposes that are permitted by the Terms and any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).

You agree not to access (or attempt to access) any of the CaliberVantage Services by any means other than through the interface that is provided by CaliberVantage, unless you have been specifically allowed to do so in a separate agreement with CaliberVantage. You specifically agree not to access (or attempt to access) any of the CaliberVantage Services through any automated means (including use of scripts or web crawlers).

You agree that you will not engage in any activity that interferes with or disrupts the CaliberVantage Services (or the servers and networks which are connected to the CaliberVantage Services). Unless you have been specifically permitted to do so in a separate agreement with CaliberVantage, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the CaliberVantage Services for any purpose.

You agree that you are solely responsible for (and that CaliberVantage has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which CaliberVantage may suffer) of any such breach.

Account and password security
You will receive a password and account designation upon completing the CaliberVantage Service's registration process. You are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur under your password or account. You agree to immediately notify CaliberVantage of any unauthorized use of your password or account or any other breach of security, and ensure that you exit from your account at the end of each session. You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services. CaliberVantage cannot and will not be liable for any loss or damage arising from your failure to comply.

Privacy and your personal information
For information about CaliberVantage's data protection practices, please read CaliberVantage's Privacy Policy. This policy explains how CaliberVantage treats your personal information, and protects your privacy, when you use the CaliberVantage Services. You agree to the use of your data in accordance with CaliberVantage's privacy policies.

Content in the Services
You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) which you may have access to as part of, or through your use of, the CaliberVantage Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the "Content".

You should be aware that Content presented to you as part of the CaliberVantage Services, including but not limited to advertisements in the CaliberVantage Services and sponsored Content within the CaliberVantage Services may be protected by intellectual property rights which are owned by the sponsors or advertisers who provide that Content to CaliberVantage (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this Content (either in whole or in part) unless you have been specifically told that you may do so by CaliberVantage or by the owners of that Content, in a separate agreement.

CaliberVantage reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Content from any CaliberVantage Service.

You understand that by using the CaliberVantage Services you may be exposed to Content that you may find offensive, indecent or objectionable and that, in this respect, you use the Services at your own risk.

You agree that you are solely responsible for (and that CaliberVantage has no responsibility to you or to any third party for) any Content that you create, transmit or display while using the CaliberVantage Services and for the consequences of your actions (including any loss or damage which CaliberVantage may suffer) by doing so.

CaliberVantage 's Proprietary Rights
You acknowledge and agree that CaliberVantage (or CaliberVantage's licensors) own all legal right, title and interest in and to the CaliberVantage Services, including any intellectual property rights which subsist in the CaliberVantage Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the CaliberVantage Services may contain information which is designated confidential by CaliberVantage and that you shall not disclose such information without CaliberVantage's prior written consent. Unless you have agreed otherwise in writing with CaliberVantage, nothing in the Terms gives you a right to use any of CaliberVantage's trade names, trade marks, service marks, logos, domain names, and other distinctive brand features.

If you have been given an explicit right to use any of these brand features in a separate written agreement with CaliberVantage, then you agree that your use of such features shall be in compliance with that agreement, any applicable provisions of the Terms, and CaliberVantage's brand feature use guidelines as updated from time to time.

Other than the limited license set forth in "Content License from you Section", CaliberVantage acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content that you submit, post, transmit or display on, or through, the CaliberVantage Services, including any intellectual property rights which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with CaliberVantage, you agree that you are responsible for protecting and enforcing those rights and that CaliberVantage has no obligation to do so on your behalf.

You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Services. Unless you have been expressly authorized to do so in writing by CaliberVantage, you agree that in using the CaliberVantage Services, you will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.

You further acknowledge and agree that Content contained in advertisements or information presented to you through the CaliberVantage Services or by advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly permitted by applicable law or as authorized by CaliberVantage or the applicable licensor (such as an advertiser), you agree not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, publicly perform or create derivative works based on the CaliberVantage Services, such Content or the Software, in whole or in part.

CaliberVantage grants you a personal, non-transferable and non-exclusive right and license to use the object code of its Software on a single computer; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, nor to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the CaliberVantage Services.

You agree not to access the CaliberVantage Services by any means other than through the interface that is provided by CaliberVantage for use in accessing the CaliberVantage Services.

License from CaliberVantage
CaliberVantage gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by CaliberVantage as part of the CaliberVantage Services as provided to you by CaliberVantage (referred to as the "Software" below). This license is for the sole purpose of enabling you to use and enjoy the benefit of the CaliberVantage Services as provided by CaliberVantage, in the manner permitted by the Terms.
You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the CaliberVantage Software or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by CaliberVantage, in writing.

Unless CaliberVantage has given you specific written permission to do so, you may not assign (or grant a sub-license of) your rights to use the CaliberVantage Software, grant a security interest in or over your rights to use the CaliberVantage Software, or otherwise transfer any part of your rights to use the CaliberVantage Software.

Content license from you
You retain copyright and any other rights you already hold in Content which you submit, post or display on or through, the CaliberVantage Services. By submitting, posting or displaying the content you give CaliberVantage a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute any Content which you submit, post or display on or through, the CaliberVantage Services. This license is for the sole purpose of enabling CaliberVantage to display, distribute and promote the CaliberVantage Services and may be revoked for certain CaliberVantage Services as defined in the Additional Terms of those CaliberVantage Services.

CaliberVantage does not claim ownership of Content you submit or make available for inclusion on the CaliberVantage Services. However, with respect to Content you submit or make available for inclusion on publicly accessible areas of the CaliberVantage Services, you grant CaliberVantage the following worldwide, royalty-free and non-exclusive license(s), as applicable:

With respect to Content you submit or make available for inclusion on publicly accessible areas of CaliberVantage Groups, the license to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such Content on the CaliberVantage Services solely for the purposes of providing and promoting the specific CaliberVantage Group to which such Content was submitted or made available. This license exists only for as long as you elect to continue to include such Content on the CaliberVantage Services and will terminate at the time you remove or CaliberVantage removes such Content from the CaliberVantage Services.
With respect to photos, graphics, audio or video you submit or make available for inclusion on publicly accessible areas of the CaliberVantage Services other than CaliberVantage Groups, the license to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such Content on the CaliberVantage Services solely for the purpose for which such Content was submitted or made available. This license exists only for as long as you elect to continue to include such Content on the CaliberVantage Services and will terminate at the time you remove or CaliberVantage removes such Content from the CaliberVantage Services.
With respect to Content other than photos, graphics, audio or video you submit or make available for inclusion on publicly accessible areas of the CaliberVantage Services other than CaliberVantage Groups, the perpetual, irrevocable and fully sublicensable license to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and publicly display such Content (in whole or in part) and to incorporate such Content into other works in any format or medium now known or later developed.

"Publicly accessible" areas of the CaliberVantage Services are those areas of the CaliberVantage network of properties that are intended by CaliberVantage to be available to the general public. By way of example, publicly accessible areas of the CaliberVantage Services would include CaliberVantage Message Boards and portions of CaliberVantage Groups that are open to both members and visitors. However, publicly accessible areas of the CaliberVantage Services would not include portions of CaliberVantage Groups that are limited to members, CaliberVantage services intended for private communication such as CaliberVantage Messenger, or areas off of the CaliberVantage network of properties such as portions of World Wide Web sites that are accessible via hypertext or other links but are not hosted or served by CaliberVantage.

Contributions to CaliberVantage
By submitting ideas, suggestions, documents, and/or proposals ("Contributions") to CaliberVantage through its suggestion or feedback webpages, you acknowledge and agree that your Contributions do not contain confidential or proprietary information; CaliberVantage is not under any obligation of confidentiality, express or implied, with respect to the Contributions; CaliberVantage shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media worldwide; CaliberVantage may have something similar to the Contributions already under consideration or in development; your Contributions automatically become the property of CaliberVantage without any obligation of CaliberVantage to you; and you are not entitled to any compensation or reimbursement of any kind from CaliberVantage under any circumstances. You agree that this license includes a right for CaliberVantage to make such Content available to other companies, organizations or individuals with whom CaliberVantage has relationships for the provision of syndicated services, and to use such Content in connection with the provision of those services.

You understand that CaliberVantage, in performing the required technical steps to provide the CaliberVantage Services to our users, may transmit or distribute your Content over various public networks and in various media; and make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media. You agree that this license shall permit CaliberVantage to take these actions.
You confirm and warrant to CaliberVantage that you have all the rights, power and authority necessary to grant the above license.

Member Conduct
You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Content originated. This means that you, and not CaliberVantage are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available via the CaliberVantage Services. CaliberVantage does not control the Content posted via the CaliberVantage Services and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the CaliberVantage Services, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will CaliberVantage be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the CaliberVantage Services.
You agree to not use the CaliberVantage Services to:

upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
impersonate any person or entity, including, but not limited to, a CaliberVantage official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;
forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the CaliberVantage Service;
upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party; · upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas that are designated for such purpose.
upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of the CaliberVantage Services are able to type, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges;
interfere with or disrupt the CaliberVantage Services or servers or networks connected to the CaliberVantage Services, or disobey any requirements, procedures, policies or regulations of networks connected to the CaliberVantage Services, including using any device, software or routine to bypass our robot exclusion headers;
intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;
provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act; · "stalk" or otherwise harass another; and/or
collect or store personal data about other users in connection with the prohibited conduct and activities set forth in paragraphs a through m above.

You acknowledge that CaliberVantage may or may not pre-screen Content, but that CaliberVantage and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any Content that is available via the CaliberVantage Services. Without limiting the foregoing, CaliberVantage and its designees shall have the right to remove any Content that violates the TOS or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by CaliberVantage or submitted to CaliberVantage, including without limitation information in CaliberVantage Message Boards and in all other parts of the CaliberVantage Services.

You acknowledge, consent and agree that CaliberVantage may access, preserve and disclose your account information and Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to comply with legal process; enforce the TOS; respond to claims that any Content violates the rights of third parties; respond to your requests for customer service; or protect the rights, property or personal safety of CaliberVantage, its users and the public.

You understand that the CaliberVantage Services and software embodied within the CaliberVantage Services may include security components that permit digital materials to be protected, and that use of these materials is subject to usage rules set by CaliberVantage and/or content providers who provide content to the CaliberVantage Services. You may not attempt to override or circumvent any of the usage rules embedded into the CaliberVantage Services. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on the CaliberVantage Services, in whole or in part, is strictly prohibited.

Interstate Nature of Communications on CaliberVantage' Network
When you register with CaliberVantage, you acknowledge that in using the CaliberVantage Services to send electronic communications (including but not limited to email, search queries, sending messages to CaliberVantage Chat or CaliberVantage Groups, uploading photos and files, and other Internet activities), you will be causing communications to be sent through CaliberVantage 's computer networks, portions of which are located in the United States and portions of which are located abroad. As a result, and also as a result of CaliberVantage 's network architecture and business practices and the nature of electronic communications, even communications that seem to be intrastate in nature can result in the transmission of interstate communications regardless of where you are physically located at the time of transmission. Accordingly, by agreeing to this TOS, you acknowledge that use of the service results in interstate data transmissions.

Special Admonitions for International Use and Export and Import Compliance
Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. Use of the CaliberVantage Services and transfer, posting and uploading of software, technology, and other technical data via the CaliberVantage Services may be subject to the export and import laws of the United States and other countries. You agree to comply with all applicable export and import laws and regulations. In particular, you represent that you are not a party identified on any government export exclusion list, including but not limited to the U.S. Denied Persons, Entity, and Specially Designated Nationals Lists, nor will you transfer software, technology, and other technical data via the CaliberVantage Services to parties identified on such lists; agree not to use the CaliberVantage Services for military, nuclear, missile, chemical or biological weaponry end uses in violation of U.S. export laws; agree not to transfer, upload, or post via the CaliberVantage Services any software, technology or other technical data in violation of U.S. or other applicable export or import laws.

Indemnity
You agree to indemnify and hold CaliberVantage and its subsidiaries, affiliates, officers, agents, employees, partners and licensors harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Content you submit, post, transmit, modify or otherwise make available through the CaliberVantage Services, your use of the CaliberVantage Services, your connection to the CaliberVantage Services, your violation of the TOS, or your violation of any rights of another.

No Commercial Reuse of CaliberVantage Services
You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion or use of, or access to, the CaliberVantage Services (including Content, advertisements, and Software).

General Practices Regarding Use and Storage
You acknowledge that CaliberVantage may establish general practices and limits concerning use of the CaliberVantage Services, including without limitation the maximum number of message board postings or other uploaded Content will be retained by the CaliberVantage Services, the maximum disk space that will be allotted on CaliberVantage 's servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the CaliberVantage Services in a given period of time. You agree that CaliberVantage has no responsibility or liability for the deletion or failure to store any messages and other communications or other Content maintained or transmitted by the CaliberVantage Services. You acknowledge that CaliberVantage reserves the right to log off accounts that are inactive for an extended period of time. You further acknowledge that CaliberVantage reserves the right to modify these general practices and limits from time to time.

CaliberVantage' Social Networking tools will allow you and the people with whom you communicate to save your conversations in your CaliberVantage accounts located on CaliberVantage servers. This means you can access and search your message history from any computer with access to the internet. Whether or not you use this feature, other users may choose to use it to save conversations with you in their account on CaliberVantage too. Your agreement to this TOS constitutes your consent to allow CaliberVantage to store these communications on its servers.

MODIFICATIONS TO CaliberVantage SERVICES
CaliberVantage reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the CaliberVantage Services (or any part thereof) with or without notice. You agree that CaliberVantage shall not be liable to you or to any third party for any modification, suspension or discontinuance of the CaliberVantage Services (or any part thereof).

Termination
You may terminate your CaliberVantage account, any associated email address and access to the CaliberVantage Services by submitting such termination request to CaliberVantage.

You agree that CaliberVantage may, without prior notice, immediately terminate, limit your access to or suspend your CaliberVantage account, any associated email address, and access to the CaliberVantage Services. Cause for such termination, limitation of access or suspension shall include, but not be limited to, (a) breaches or violations of the TOS or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) discontinuance or material modification to the CaliberVantage Services (or any part thereof), (d) unexpected technical or security issues or problems, (e) extended periods of inactivity, (f) engagement by you in fraudulent or illegal activities, and/or (g) nonpayment of any fees owed by you in connection with the CaliberVantage Services. Further, you agree that all terminations, limitations of access and suspensions for cause shall be made in CaliberVantage 's sole discretion and that CaliberVantage shall not be liable to you or any third party for any termination of your account, any associated email address, or access to the CaliberVantage Services. Termination of your CaliberVantage account includes any or all of the following: (a) removal of access to all or part of the offerings within the CaliberVantage Services, (b) deletion of your password and all related information, files and content associated with or inside your account (or any part thereof), and (c) barring of further use of all or part of the CaliberVantage Services.

Dealings with Advertisers
Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the CaliberVantage Services, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that CaliberVantage shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the CaliberVantage Services.

Links
The CaliberVantage Services may provide, or third parties may provide, links to other World Wide Web sites or resources. You acknowledge and agree that CaliberVantage 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. You further acknowledge and agree that CaliberVantage shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.

Software updates
The Software which you use may automatically download and install updates from time to time from CaliberVantage. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit CaliberVantage to deliver these to you) as part of your use of the Services.

Ending your relationship with CaliberVantage
The Terms will continue to apply until terminated by either you or CaliberVantage as set out below.

If you want to terminate your legal agreement with CaliberVantage, you may do so by (a) notifying CaliberVantage at any time and (b) closing your accounts for all of the Services which you use, where CaliberVantage has made this option available to you. Your may also send your request in writing, to CaliberVantage's support email address, support@calibervantage.com.

EXCLUSION OF WARRANTIES
NOTHING IN THESE TERMS, SHALL EXCLUDE OR LIMIT CALIBERVANTAGE'S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."

IN PARTICULAR, CALIBERVANTAGE, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT:

YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS,
YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR,
ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, AND
THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CALIBERVANTAGE OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

CALIBERVANTAGE FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

LIMITATION OF LIABILITY
SUBJECT TO OVERALL PROVISION IN THE EXCLUSION OF WARRANTIES SECTION ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT CALIBERVANTAGE, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR:

ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY.. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;
ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:

ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICES;
ANY CHANGES WHICH CALIBERVANTAGE MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);
THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES;
YOUR FAILURE TO PROVIDE CALIBERVANTAGE WITH ACCURATE ACCOUNT INFORMATION;
YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;

THE LIMITATIONS ON CALIBERVANTAGE'S LIABILITY TO YOU SHALL APPLY WHETHER OR NOT CALIBERVANTAGE HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

STATUTE OF LIMITATIONS. YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTON ARISING OUT OF OR RELATED TO USE OF CALIBERVANTAGE OR THE TOS MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREEVER BARRED.

THE SECTION TITLES IN THE TOS ARE FOR CONVENIENCE ONLY AND HAVE NO LEGAL OR CONTRACTUAL EFFECT.