CMS and Client Portal
Terms and Conditions
1. ACCEPTANCE OF TERMS
Callister Nebeker & McCullough (the “Firm”) welcomes you to the Client Portal for the Compliance Management System. The Firm provides its service to you, subject to the following Terms of Service (“TOS”), which may be updated by the Firm from time to time without notice to you. You can review the most current version of the TOS at any time at https://portal.cnmlaw.com/terms.html. In addition, when using particular Firm owned or operated services, you and the Firm shall be subject to any posted guidelines or rules applicable to such services which may be posted from time to time. All such guidelines or rules are hereby incorporated by reference into the TOS. The Firm may also offer other services that are governed by different Terms of Service.
2. DESCRIPTION OF SERVICE
The Firm provides users with access to a rich collection of compliance resources, storage, and databases, which include personalized content and branded programming which may be accessed through any various medium or device now known or hereafter developed (the “Service”). You also understand and agree that the Service may include certain communications from the Firm, such as service announcements, administrative messages and the Firm updates, and that these communications are considered part of CMS membership and you will not be able to opt out of receiving them. Unless explicitly stated otherwise, any new features that augment or enhance the current Service, including the release of new properties, shall be subject to the TOS. You understand and agree that the Service is provided “AS-IS” and that the Firm assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any user data, communications or personalization settings. You are responsible for obtaining access to the Service and that access may involve third party fees (such as Internet service provider or airtime charges). You are responsible for those fees. In addition, you must provide and are responsible for all equipment necessary to access the Service.
3. YOUR REGISTRATION OBLIGATIONS
In consideration of your use of the Service, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Service’s registration form (such information being the “Registration Data”) and (b) 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 the Firm has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, the Firm has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof). The Firm is concerned about the safety and privacy of all its users.
5. ADMINISTRATIVE ACCOUNT, USER NAME, PASSWORD AND SECURITY
As a user, you will request a user name and password for your administrative account. Upon completing the Service’s registration process this information will be used to create your administrative user account. Any changes required to your username and password will be forwarded in the e-mail that alerts you that your account is now ready for use. You are responsible for maintaining the confidentiality of the user name and password, and are fully responsible for all activities that occur under your user name and password. You agree to (a) immediately notify the Firm of any unauthorized use of your user name and password or any other breach of security, and (b) ensure that you exit from your account at the end of each session. The Firm cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 5.
6. USER CONDUCT
You understand that all information, data, text, software or other materials (“Content”), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. This means that you, and not the Firm, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available via the Service. The Firm does not control the Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content. Under no circumstances will the Firm be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for 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 Service.
You agree to not use the Service to:
a. 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;
b. harm minors in any way;
c. impersonate any person or entity, including, but not limited to, a Firm official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;
d. forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;
e. 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);
f. 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;
g. 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;
h. interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
i. 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;
j. 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;
k. collect or store personal data about other users in connection with the prohibited conduct and activities set forth in paragraphs a through k above.
The Firm 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.
You acknowledge, consent and agree that the Firm 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: (a) comply with legal process; (b) enforce the TOS; (c) respond to claims that any Content violates the rights of third-parties; (d) respond to your requests for customer service; or (e) protect the rights, property, or personal safety of the Firm, its clients, users and the public.
You understand that the technical processing and transmission of the Service, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
You understand that the Service and software embodied within the Service may include security components that permit digital materials to be protected, and use of these materials is subject to usage rules set by the Firm and/or content providers who provide content to the Service. You may not attempt to override or circumvent any of the usage rules embedded into the Service. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on the Service, in whole or in part, is strictly prohibited.
7. SPECIAL ADMONITIONS FOR INTERNATIONAL USE
Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.
8. CONTENT SUBMITTED OR MADE AVAILABLE FOR INCLUSION ON THE SERVICE
The Firm does not claim ownership of Content you submit or make available for inclusion on the Service. However, with respect to Content you submit or make available for inclusion on publicly accessible areas of the Service, you grant the Firm the following world-wide, royalty free and non-exclusive license(s), as applicable:
The license to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such Content on the Service.
You agree to indemnify and hold the Firm, and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, 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 or make available through the Service, your use of the Service, your connection to the Service, your violation of the TOS, or your violation of any rights of another.
10. NO RESALE OF SERVICE
You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Service (including your Client Portal I.D.), use of the Service, or access to the Service.
11. GENERAL PRACTICES REGARDING USE AND STORAGE
You acknowledge that the Firm may establish general practices and limits concerning use of the Service. You agree that the Firm has no responsibility or liability for the deletion or failure to store any communications or other Content maintained or transmitted by the Service. You acknowledge that the Firm reserves the right to log off accounts that are inactive for an extended period of time. You further acknowledge that the Firm reserves the right to modify these general practices and limits from time to time.
12. MODIFICATIONS TO SERVICE
The Firm reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that the Firm shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
You agree that the Firm may, under certain circumstances and without prior notice, immediately terminate your account and access to the Service. Cause for such termination 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) a request by you (self-initiated account deletions), (d) discontinuance or material modification to the Service (or any part thereof), (e) unexpected technical or security issues or problems, (f) extended periods of inactivity, (g) you have engaged in fraudulent or illegal activities, and/or (h) nonpayment of any fees owed by you in connection with the Services. Termination of your account includes (a) removal of access to all offerings within the Service, (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 further use of the Service. Further, you agree that all terminations for cause shall be made in the Firm’s sole discretion and that the Firm shall not be liable to you or any third-party for any termination of your account or access to the Service.
The Service may provide, or third parties may provide, links to other World Wide Web sites or resources. Because the Firm has no control over such sites and resources, you acknowledge and agree that the Firm 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 the Firm 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.
15. THE FIRM’S PROPRIETARY RIGHTS
You acknowledge and agree that the Service and any necessary software used in connection with the Service (“Software”) contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that information presented to you through the Service is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by the Firm, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Software, in whole or in part.
The Firm grants you a personal, non-transferable and non-exclusive right and license to use the object code of its Software on multiple computers; provided that you do not (and do not allow any employee or third party to) copy, modify, create a derivative work of, 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, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the interface that is provided by the Firm for use in accessing the Service.
16. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
a. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE FIRM EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
b. THE FIRM MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
c. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
d. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE FIRM OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.
17. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE FIRM SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE FIRM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.
18. EXCLUSIONS AND LIMITATIONS
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 17 AND 18 MAY NOT APPLY TO YOU.
19. NO THIRD PARTY BENEFICIARIES
You agree that, except as otherwise expressly provided in this TOS, there shall be no third party beneficiaries to this Agreement.
The Firm may provide you with notices, including those regarding changes to the TOS, by either email, regular mail, or postings on the Service.
21. TRADEMARK INFORMATION
The Firm logo, including all trademarks and service marks and other logos and product and service names are trademarks of the Firm (the “Firm’s Marks”). Without the Firm’s prior permission, you agree not to display or use in any manner, the Firm’s Marks.
22. GENERAL INFORMATION
Entire Agreement. The TOS constitutes the entire agreement between you and the Firm and governs your use of the Service, superseding any prior agreements between you and the Firm with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other Firm services, affiliate services, third-party content, or third-party software.
Choice of Law and Forum. The TOS and the relationship between you and the Firm shall be governed by the laws of the State of Utah without regard to its conflict of law provisions. You and the Firm agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Salt Lake, Utah.
Waiver and Severability of Terms. The failure of the Firm to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect.
Right of Survivorship and Transferability. You agree that your account is transferable and any rights to your username or password with the Client Portal or contents within your account will not terminate upon your death. Upon receipt of a copy of a death certificate and instructions from the trustee of your estate, your account may be transferred or terminated and all contents therein permanently deleted.
Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred.
The section titles in the TOS are for convenience only and have no legal or contractual effect.
Please report any violations of the TOS to our Customer Care group.
In order to operate our system, the Firm must ask for and store personal information about you. This information may include such personally identifiable information as your name, address, e-mail address, phone numbers, company name, credit, debit, or bank card numbers, and other personal details not otherwise publicly available.
The Firm understands that the most vital relationship we have is with our customers. To protect your personal information, the Firm has built redundant safeguards in its system. In addition and the Firm will not sell, rent, lease or share your information with any other person or third party unless required to by state or federal law. Furthermore, the Firm will not sell, rent, lease, or share your personal information with any other person or third party except to provide products, services, and information you have specifically requested or unless required by state or federal law.
Information Collection and Use
The Firm does not gather any personal information from you (such as your name, your business name, address, telephone number, e-mail address, or billing information) unless you provide it to us voluntarily.
The Firm is committed to keeping secure any information that you provide to us, both directly and indirectly.
We have a temporary “cookie” or digital signature that resides on your computer and allows us to recognize you as a Firm customer when you return to our web site using the same computer and browser. We send a “session cookie” to your computer if and when you log in to your account by entering your username and password. These cookies allow us to recognize you if you visit multiple pages in our sight during the same session, so that you do not need to reenter your password multiple times. Once you log out or close your browser, the session cookies expire and no longer have any affect.
The Firm uses your personal information for the following general purposes: to fulfill your requests for our products, services, and information; enhance your experience; customize the content you see on our web site; contact you when needed; improve our services; and, provide anonymous reporting for internal purposes.
Personal Access to Personal Information
The Firm gives you access to your personal information in our system twenty-four hours a day, seven days a week. By logging in at www.cnmlaw.com, you may view, modify, or update your personal information at any time.
When you register with the Firm, or license our products and services, you were asked to supply a login and a password. This login and password are used to secure access to any personal information that the Firm has received from you.
Confidentiality and Security
The Firm restricts access to your personal information to those employees of the Firm who need to know that information to provide products and services to you and in the maintenance and service of your account.
Employee disclosure will be subject to a proprietary information and inventions agreement.
We maintain physical, electronic, and procedural safeguards that apply with federal standards to guard your personal information. Whether you are a current or a former customer, you have our assurance that your personal information will be duly protected.
All of your personal information is password-protected and secured by industry-standard SSL encryption, protecting the integrity of your personal information and the security of data transmissions.
Data Collection from Children
The Firm does not provide services or products designed to appeal to children. Our services and products are designed for businesses professionals. The Firm does not knowingly attempt to solicit or receive any information from minors (children under the age of 18) and ask that they not submit any personal information to us or use our service.
The Firm may be required by state or federal law to disclose certain information. In such an event, the Firm will fully comply with the law and disclose the requested information.
Your Consent to this Agreement and Notification of Change
By using CMS and the Client Portal, you consent to the collection and use of your personal information by the Firm as specified above.
Callister Nebeker & McCullough
ATTN: CMS TECH SUPPORT
2180 South 1300 East, Suite 600
Salt Lake City, Utah 84106