Welcome to C. Myers Corporation (referred to herein as “C. Myers”, “our”, “we”, or “us”) Data Portal (referred to herein as “Portal”). This Portal is made available to clients who have entered into a Service Agreement with C. Myers (“Client”, “you” or “your”). By accessing and/or using our Portal, you on behalf of yourself and as an authorized representative of Client, agree to comply with and be bound by the following terms and conditions of use (“Terms”). These Terms amend Client’s current Service Agreement with C. Myers. Except as amended by these Terms, Client use of the Portal is subject to and governed by the terms of the Service Agreement, which are incorporated herein by reference and remain in effect. Please read these terms carefully before using the Portal.
1. Use of Portal
C. Myers grants Client access to the Portal through which Client users may upload data sets and information required for the Services (“Client Data”) and to retrieve results files and other deliverables under the Service Agreement. Use of the Portal requires registration by each authorized Client user. You agree to use the Portal only for lawful purposes and in a manner that does not infringe the rights of, or restrict or inhibit the use of, this Portal by any third party. Upon termination of these Terms or the Service Agreement, Client’s access to the Portal will be revoked. Client is responsible for downloading any data stored in the Portal that Client would like to retain prior to the termination of these Terms or the Service Agreement. C. Myers logs access to the Portal, including contact information of authorized users, and Client hereby authorizes C. Myers to retain access logs.
2. User Responsibility
You are responsible for ensuring that any data sets uploaded to the Portal comply with applicable laws, regulations, and ethical standards. You must also ensure that any retrieved results files are used responsibly and in accordance with their intended purpose. Client will maintain and enforce appropriate information security practices with respect to its access to and use of the Portal. Client is responsible for making adequate backups of all data submitted through the Portal and results provided by C. Myers.
3. Client Data and Transmission
To the extent Client is required to submit Client Data, Client agrees to submit all Client Data in the formats and quantities reasonably requested by C. Myers through the Portal, unless otherwise agreed to by C. Myers. Client represents and warrants that all Client Data is owned by Client or that Client has the right to provide such Client Data to C. Myers for the purpose of performing the Services. Client agrees that it will not submit any Client Data or other information or 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. C. Myers disclaims any liability for transmission errors or interception of any submitted information in transit to C. Myers or from C. Myers via the Portal, including encrypted information. Client agrees that C. Myers will have no liability for any unauthorized third-party intrusion into any information submitted by or sent to Client via the Portal.
4. Indemnity, Limitation of Liability, No Warranty
(a) Indemnity. In addition to the indemnity obligations in the Service Agreement, Client will indemnify, defend, and hold harmless C. Myers from any third-party claim resulting from Client’s use of the Portal or the breach of these Terms. C. Myers will defend and indemnify Client for any claim that the Portal infringes a valid patent, copyright, or trade secret, provided that Client promptly notifies C. Myers of any such claim and gives C. Myers sole authority to defend or settle any claim.
(b) Limitation of Liability. In connection with the Portal, neither C. Myers nor Client will be liable to the other or to any third party for any lost or anticipated profits, consequential, incidental, indirect, special or punitive damages, including but not limited to damages based on contract, warranty, tort, negligence, strict liability or other theory even if advised of the possibility of such damages. CLIENT AGREES THAT C. MYERS’ SOLE LIABILITY HEREUNDER, REGARDLESS OF THE NATURE OR FORM OF CLIENT’S CLAIM REGARDLESS OF CLIENT’S NEGLIGENCE, WILL BE LIMITED TO THE FEES PAID OR PAYABLE BY CLIENT FOR USE OF THE PORTAL.
(c) No Warranties. THE PORTAL IS PROVIDED “AS IS, AS AVAILABLE”. C. MYERS HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESSED OR IMPLIED, RELATING TO THE PORTAL, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR OF MERCHANTABILITY. C. MYERS DISCLAIMS ANY LIABILITY FOR ANY LOSS RESULTING DIRECTLY OR INDIRECTLY FROM USE OF THE PORTAL, INCLUDING BUT NOT LIMITED TO INTERRUPTIONS, DELAYS, ERRORS, OR DEFECTS, WHETHER HUMAN OR MECHANICAL, EXCEPT STEMMING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE. CLIENT’S EXCLUSIVE REMEDY FOR ANY LIABILITY ARISING FROM USE OF THE PORTAL IS TO CEASE USE OF THE PORTAL.
5. Confidentiality
(a) C. Myers will not disclose confidential information provided by Client through the Portal to third parties, except its employees, consultants, contractor or agents or third-party services provides who have a need-to-know to provide the Portal to Client. However, C. Myers may disclose such confidential information in accordance with judicial or other governmental order, provided C. Myers shall give Client reasonable notice prior to such disclosure and shall comply with any applicable protective order or equivalent.
(b) Client understands and agrees that Client Data provided to C. Myers must not include any Personally Identifiable Information (PII), including but not limited to credit card or account numbers and information (“PII”). Although C. Myers has certain safeguards in place to protect confidential information, it does not warrant or guarantee that PII will be adequately protected, or its procedures meet current laws, rules, and regulations regarding privacy of PII. Client accepts full responsibility for any PII sent to C. Myers and agrees to indemnify, defend and hold harmless C. Myers, its directors, officers, employees, and agents for, from and against any claim, demand, cause of action, debt or liability, including attorneys’ fees, arising from or in connection with C. Myers receipt of PII, even if the claim arises from action or inaction by C. Myers.
(c) C. Myers has established and implemented reasonable information security practices regarding the protection of Client Data, including administrative, technical, and physical security processes. Notwithstanding the foregoing, Client is responsible for maintaining appropriate security, protection, and backup of all information, content, or Client Data. C. Myers is not responsible for any unauthorized access to, alteration of, or the deletion, destruction, or loss of, or damage to, or failure to store or encrypt, any Client Data or deliverables unless due to the gross negligence of C. Myers.
6. Changes to Terms
C. Myers reserves the right to modify these Terms at any time. Any changes will be effective immediately upon posting on the Portal. Client’s continued use of the Portal after the posting of changes constitutes Client’s binding acceptance of such changes.
7. Termination
These Terms apply as long as Client has any agreement in place with C. Myers. C. Myers and Client may terminate the Terms in accordance with terms of current service agreement. C. Myers may automatically terminate access to Portal if current service agreement is terminated or Client violates these Terms. Client may not be able to access/use the Portal if current service agreement is terminated. By using this Portal, you agree to these terms and conditions. If you do not agree to these terms and conditions, you will not be granted access to the Portal.