Terms of Service
Your Acceptance of the Terms of Service
By
using and/or visiting cms.themarlincompany.com, including all content, services,
and functionality available on or through cms.themarlincompany.com (the “Content
Management System Website" or “CMS Website”), you signify your agreement
to these Terms of Service. If you do not agree to any of the terms of these
Terms of Service, you may not use the CMS Website.
CMS
Website
The
use of the term “CMS Website” throughout this agreement refers to all content,
services, and functionality available through cms.themarlincompany.com, and
associated sub-domains collectively. These Terms of Service apply to all users
of the CMS Website, including users who are also contributors of video and
photo content, information, and other materials or services on or through the CMS
Website. The CMS Website may contain links to third-party websites or other
content added by users that are not owned or controlled by The Marlin Company
(“TMC”). This includes any content provide by integrations with third party
content providers. TMC has no control
over, and assumes no responsibility for user generated content, the content,
privacy policies, or practices of any such third-party websites or third party
integrations. TMC will not and cannot censor or edit the content of any
third-party content or website. By using the CMS Website, you expressly release
TMC from any and all liability arising from your use of any third-party
website.
CMS
Accounts
In
order to access the CMS Website, you have created a CMS account. You may never
use another person’s CMS account without express written permission from TMC,
which permission may be withheld at TMC’s sole and absolute discretion. You are
solely responsible for the activity that occurs on your CMS account, and you
must keep your account password secure. You must notify TMC immediately of any
breach of security or unauthorized use of your CMS account.
Changes
to the Terms of Service
TMC
may revise and update these Terms of Service from time to time in its sole
discretion. All changes are effective immediately when TMC posts them, and
apply to all access to and use of the CMS Website thereafter.
Your
continued use of the CMS Website following the posting of revised Terms of
Service means that you accept and agree to the changes. You are expected to
check this page from time so you are aware of any changes, as they are binding on
you.
General
Use of the CMS Website—Permissions and Restrictions
TMC
hereby grants you permission to access and use the CMS Website as set forth in
these Terms of Service, provided that: You agree not to use the CMS Website
without the prior written authorization of TMC. Prohibited uses of the CMS Website
include, but are not limited to, any of the following actions taken without
TMC's express written approval, which approval may be withheld by TMC in its
sole and absolute discretion: sale or assignment of access to the CMS Website
or its related content, services, and functionality on another website; any use
of the CMS Website or its related content, services, or functionality,
including use of TMC’s resources or User Submissions (as defined below), that
TMC concludes, in its sole discretion, has the effect of competing with or
displacing the market for TMC, TMC content, or its User Submissions (as defined
below).
Prohibited
commercial uses do not include, subject to the other sections of these Terms of
Service: uploading an original video (see below for User Submission guidelines)
to the CMS Website to promote your enterprise; using the video layout to show
TMC or user submitted videos within your enterprise; any use that TMC expressly
authorizes in writing. TMC reserves the right to discontinue any aspect of the CMS
Website at any time, subject to the terms of your TMC Electronic Communication
Station (“TMC ECS”) subscription.
Your Use of Content
on the CMS Website
In
addition to the Usage Guidelines in your TMC ECS subscription, and the general
restrictions above, the following restrictions and conditions apply
specifically to your use of content on the CMS Website. The content on the CMS Website,
except all User Submissions (as defined below), including without limitation,
the text, software, scripts, graphics, photos, sounds, music, videos,
interactive features and the like ("Content") and the trademarks,
service marks and logos contained therein ("Marks"), are owned by or
licensed to TMC, subject to copyright and other intellectual property rights
under the law. Content on the CMS Website is provided to you AS IS for your
information and business use only and may not be downloaded, copied,
reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or
otherwise exploited for any other purposes whatsoever without the prior written
consent of the respective owners, which consent may be withheld with or without
reason at the owner’s sole and absolute discretion. TMC reserves all rights not
expressly granted in and to the CMS Website and the Content. You may access
User Submissions for your information and personal use solely as intended
through the provided functionality of the CMS Website. You may access TMC
Content, User Submissions and other content only as permitted under these Terms
of Service and the terms of your TMC ECS subscription. TMC reserves all rights
not expressly granted in and to the TMC Content and the CMS Website. You agree
to not engage in the use, copying, or distribution of any of the Content other
than expressly permitted herein, including any use, copying, or distribution of
User Submissions of third parties obtained through the CMS Website for any
commercial purposes. You agree not to circumvent, disable or otherwise
interfere with security-related features of the CMS Website or features that
prevent or restrict use or copying of any Content or enforce limitations on use
of the CMS Website or the Content therein.
Your
User Submissions and Conduct
As
a CMS account holder you may submit video, photographic, text, type, or HTML
content. Such items, including any other user-uploaded content are also
referred to as "User Submissions." You shall be solely responsible
for your own User Submissions and the consequences of posting or publishing
them. In connection with User Submissions, you affirm, represent, and/or
warrant that: you own or have the necessary licenses, rights, consents, and
permissions to use and authorize TMC to use all patent, trademark, trade secret,
copyright or other proprietary rights in and to any and all User Submissions to
enable inclusion and use of the User Submissions in the manner contemplated by
the CMS Website, these Terms of Service, and your TMC ECS subscription. For
clarity, you retain all of your ownership rights in your User Submissions. In
connection with User Submissions, you further agree that you will not submit
material that is copyrighted, protected by trade secret or otherwise subject to
third party proprietary rights, including privacy and publicity rights, unless
you are the owner of such rights or have written permission from their rightful
owner to post the material in the manner and for the user contemplated herein.
TMC does not endorse any User Submission or any opinion, recommendation, or
advice expressed therein, and TMC expressly disclaims any and all liability in
connection with User Submissions. TMC does not permit copyright infringing
activities and infringement of intellectual property rights on the CMS Website.
TMC will remove all Content and User Submissions if properly notified that such
Content or User Submission infringes on another's intellectual property rights
as outlined below.
TMC
Intellectual Property Notice
TMC
reserves the right to remove Content and User Submissions without prior notice
of any kind.
TMC
Intellectual Property Notice Take Down Policy: TMC has
designated the person listed below as its agent to receive notifications of
alleged copyright infringement on the CMS Website. TMC respects the
intellectual property of others and requires its users to do so as well. TMC
will remove infringing materials in accordance with the Digital Millennium
Copyright Act if properly notified that content infringes copyright. If you
believe that your work has been copied in a way that constitutes copyright
infringement, or your intellectual property rights have been otherwise
violated, please provide TMC’s Agent the following information in writing
pursuant to the Digital Millennium Copyright Act (Please confirm these
requirements with your legal counsel or see Section 512(c)(3)
of the Copyright Act for more information) (the "Notice"):
an
electronic or physical signature of the person authorized to act on behalf of
the owner of the copyright or other intellectual property interest;
a
specific description of the copyrighted work or other intellectual property
that you claim has been infringed;
a
specific description of where the material that you claim has been infringed is
located in the CMS Website sufficient to permit TMC to locate the material;
your address, telephone number and email address;
a
statement by you that you have a good faith belief that the disputed use is not
authorized by the copyright or intellectual property owner, its agent or the
law; and
a statement by you that the
information in your Notice is accurate and a statement made under penalty of
perjury that you are the copyright or intellectual property owner or authorized
to act on the copyright or intellectual property owner's behalf.
Counter
Notice: If you believe that your work has been removed or disabled by mistake
or misidentification, please provide TMC’s IP Agent with the following
information in writing pursuant to the Digital Millennium Copyright Act (Please
confirm these requirements with your legal counsel or see Section 512(g)(3) of
the Copyright Act) (the "Counter Notice"):
a
physical or electronic signature of the CMS Website subscriber;
identification
of the material that has been removed or to which access has been disabled and
the location at which the material appeared before it was removed or access to
it was disabled;
a
statement made under penalty of perjury that the subscriber has a good faith
belief that the material was removed or disabled as a result of mistake or
misidentification of the material to be removed or disabled; and
the
subscriber's name, address, telephone number, and a statement that the
subscriber consents to the jurisdiction of the Federal District Court for the
judicial district in which the address is located, or if the subscriber's
address is outside of the United States, for any judicial district in which the
service provider may be found, and that the subscriber will accept service of
process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.
Notice
Must be in Writing: You acknowledge that if you fail
to comply with the above Notice requirements in writing, your Notice may not be
valid and that TMC may ignore such incomplete or inaccurate notices without
liability of any kind.
Misrepresentation
Under Section 512(f) of the Copyright Act, any person
who knowingly materially misrepresents that material or activity is infringing
or was removed or disabled by mistake or misidentification may be subject to
liability.
Repeat
Infringers: TMC reserves the right to terminate a repeat infringer’s access and
account. A repeat infringer is a User who has been notified of infringing
activity more than twice and/or has had a User Submission removed from the
Website more than twice.
TMC’s
IP Agent for Notice and Counter Notice of claims of copyright or other
intellectual property infringement can be contacted at:
Diana
Minelli
dminelli@themarlincompany.com
The
Marlin Company
10
Research Pkwy
Wallingford,
CT 06492 U.S.A.
Information
About You and Your Visits to the CMS Website
TMC
collects several types of information about you and your visits to the CMS Website,
including information:
- by which
you may be personally identified, such as name, postal address, e-mail
address, telephone number ("personal information");
- that is
about you but individually does not identify you; and/or
- about your
internet connection, the equipment you use to access the CMS Website and
usage details.
TMC
collects this information:
- Directly
from you when you provide it to TMC.
- Automatically
as you navigate through the site. Information collected automatically may
include usage details, IP addresses, and information collected through
cookies, web beacons, and other tracking technologies.
The
information TMC collects on or through our CMS Website may include:
- Information
that you provide by filling in forms on the CMS Website. This includes
information provided at the time of registering to use the CMS Website,
posting material, or requesting further services.
- Records and
copies of your correspondence (including email addresses), if you contact
us.
Your
User Submissions are posted on and transmitted to others at your own risk.
Additionally, TMC cannot control the actions of other users of the CMS Website
with whom you may choose to share your User Submissions. Therefore, TMC cannot
and does not guarantee that your User Submissions will not be viewed by
unauthorized persons.
As
you navigate through and interact with the CMS Website, TMC may use automatic
data collection technologies to collect certain information about your
equipment, browsing actions, and patterns, including:
- Details of
your visits to the CMS Website, including traffic data, location data,
logs, and other communication data and the resources that you access and
use on the CMS Website.
- Information
about your computer and internet connection, including your IP address,
operating system, and browser type.
TMC
uses Google Analytics and Hotjar to collect
information about your online activities over time. Below is information about
how these technologies use the information TMC or they collect, and how you can
opt out from these technologies.
Google Analytics: You may prevent your data from being used by Google Analytics by
downloading and installing the Google Analytics Opt-out Browser Add-on,
available at https://tools.google.com/dlpage/gaoptout/. Google’s ability to use and share information collected by Google
Analytics about your visits to this Site is restricted by the Google Analytics
Terms of Service, available at http://www.google.com/analytics/terms/us.html, and the Google Privacy Policy, available at http://www.google.com/policies/privacy/. To learn more about how Google collects and processes data in connection
with Google Analytics, visit http://www.google.com/policies/privacy/partners/.
The
technologies TMC uses for this automatic data collection may include:
- Cookies (or browser cookies). A cookie is a small file placed on
the hard drive of your computer. You may refuse to accept browser cookies
by activating the appropriate setting on your browser. However, if you
select this setting you may be unable to access certain parts of the CMS
Website. Unless you have adjusted your browser setting so that it will
refuse cookies, our system will issue cookies when you direct your browser
to our Website.
- Web Beacons.
Pages of the CMS Website may contain small electronic files known as web
beacons (also referred to as clear gifs, pixel tags, and single-pixel
gifs) that permit the Company, for example, to count users who have
visited those pages or and for other related website statistics (for
example, recording the popularity of certain website content and verifying
system and server integrity).
TMC
uses information that it collects about you or that you provide to it,
including any personal information:
- To present the
CMS Website and its contents to you.
- To provide
you with information, products, or services that you request from us.
- To fulfill
any other purpose for which you provide it.
- To carry
out its obligations and enforce its rights arising from any contracts
entered into between you and TMC, including for billing and collection.
- To notify
you about changes to the CMS Website or any products or services TMC offers
or provides though it.
- To allow
you to participate in interactive features on the CMS Website.
- To invite
you to participate in satisfaction surveys, provide feedback or to beta
test new features and products.
- In any
other way TMC may describe when you provide the information.
- For any
other purpose with your consent.
TMC
may disclose aggregated information about users of the CMS Website without
restriction.
TMC
may disclose personal information that it collects or you provide as described
in these Terms of Service:
- To our
subsidiaries and affiliates.
- To
contractors, service providers, and other third parties TMC uses to
support its business.
- To a buyer
or other successor in the event of a merger, divestiture, restructuring,
reorganization, dissolution, or other sale or transfer of some or all of
TMC's assets, whether as a going concern or as part of bankruptcy,
liquidation, or similar proceeding, in which personal information held by TMC
about the CMS Website users is among the assets transferred.
- To fulfill
the purpose for which you provide it. For any other purpose disclosed by TMC
when you provide the information.
- With your
consent.
TMC
may also disclose your personal information:
- To comply
with any court order, law, or legal process, including to
respond to any government or regulatory request.
- To enforce
or apply our terms of service for your TMC ECS subscription and other
agreements, including for billing and collection purposes.
- If TMC
believes disclosure is necessary or appropriate to protect the rights,
property, or safety of TMC, its customers, or others.
Warranty
Disclaimer
YOU
AGREE THAT YOUR USE OF THE CMS WEBSITE SHALL BE AT YOUR SOLE RISK. TO THE
FULLEST EXTENT PERMITTED BY LAW. TMC, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND
AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE
WEBSITE AND YOUR USE THEREOF. TMC MAKES NO WARRANTIES
OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THIS SITE'S CONTENT OR
THE CONTENT OF ANY SITES LINKED TO THIS SITE AND ASSUMES NO LIABILITY OR
RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II)
PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM
YOUR ACCESS TO AND USE OF OUR WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE
OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION, (IV) ANY
INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE, (IV) ANY
BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR
THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR (V) 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 CMS WEBSITE. TMC WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE
FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF
PRODUCTS OR SERVICES AND SPECIFICALLY DISCLAIMS ANY WARRANTY, EXPRESS OR
IMPLIED AS TO PRODUCTS OR SERVICES OFFERED BY SUCH THIRD-PARTY PROVIDERS. AS
WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY
ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE
APPROPRIATE WITH THE UNDERSTANDING THAT YOU ASSUME ALL RISK AND LIABILITY
WHATSOEVER RESULTING FROM YOUR USE OF THE CMS WEBSITE.
Limitation
of Liability
IN
NO EVENT SHALL TMC, ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, OR
AGENTS, BE LIABLE TO YOU OR ANY PARTY RELATED TO YOU FOR ANY DIRECT, INDIRECT,
INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL DAMAGES OR LOSS OF PROFITS OR
REVENUE WHATSOEVER RESULTING FROM OR HOWEVER ARISING OUT OF ANY (I) ERRORS,
MISTAKES, INACCURACIES OF CONTENT, OR ANY LATENT OR PATENT DEFECTS IN THE
WEBSITE (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER,
RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE, (III) ANY UNAUTHORIZED
ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION
AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION
OF TRANSMISSION TO OR FROM OUR WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES,
OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD
PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR (VI) FOR ANY LOSS
OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED,
EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE CMS WEBSITE, WHETHER
BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR
NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES
WERE REASONABLY FORESEEABLE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY
TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. YOU
SPECIFICALLY ACKNOWLEDGE THAT TMC SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR
THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE
RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. The Website
is controlled and offered by TMC from its facilities in the United States of
America. TMC makes no representations that the CMS Website is available for use
in other locations except Canada. Those who access or use the CMS Website from
other jurisdictions do so at their own volition and are responsible for
compliance with local law.
Indemnity
You
agree to defend, indemnify and hold harmless TMC, any parent corporation or
subsidiary, and its officers, directors, shareholders, employees and agents, at
all times from and against any and all claims, damages, obligations, losses,
liabilities, penalties, costs or debt, and expenses (including but not limited
to attorney's fees) of whatsoever nature suffered by any third party in
relation to or arising from or in connection with: (i)
your use of and access to the CMS Website; (ii) your violation of any term of
these Terms of Service; (iii) your violation of any third party right,
including without limitation any copyright, property, or privacy right; or (iv)
any claim that one of your User Submissions caused damage to you and/or to a
third party or (v) any other event which is a result of or arises out of, your
relationship with TMC. This obligation to defend, indemnify, and hold harmless
will survive these Terms of Service and your use of the CMS Website, and the
termination of your subscription.
Survival
You
acknowledge that all of your obligations under this Terms of Service Agreement
will survive the terms of this Agreement, your use of the CMS Website, and the
termination of your contract with TMC.
Governing
Law and Jurisdiction
All
matters relating to the CMS Website and these Terms of Service and any dispute
or claim arising therefrom or related thereto shall be governed by and
construed in accordance with the internal laws of the State of Connecticut
without giving effect to any choice or conflict of law provision or rule of any
other state or jurisdiction.
Any
legal suit, action, or proceeding arising out of, or related to, these Terms of
Service or the CMS Website shall be instituted exclusively in the federal
courts of the United States or the courts of the State of Connecticut, in each
case located in the State of Connecticut. You waive any and all objections to
the exercise of personal jurisdiction over you by such courts and to venue in
such courts.