TERMS OF USE

IMPORTANT LEGAL NOTICE; ACCEPTANCE OF TERMS OF USE

CG Analytics, Inc., or its parents, subsidiaries or affiliated companies, (collectively “CG Analytics” or “we,” “us” or “our”) provides the website located at www.cganalytics.com and other websites owned and/or operated by us (each a “CG Website” and collectively, the “CG Websites”). Your use of any CG Website constitutes your binding acceptance of these Terms of Use, including any modifications hereto. “You” or “your” means the individual accessing, visiting or using the CG Websites.

PLEASE READ THESE TERMS OF USE CAREFULLY AND COMPLETELY, AS THEY SET FORTH YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO YOUR ACCESS TO AND VISITATION AND USE OF THE CG WEBSITES. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF USE, YOU MAY NOT ACCESS, VISIT OR USE THE CG WEBSITES.

THE CG WEBSITES AND THESE TERMS OF USE ARE NOT INTENDED TO BE VIEWED BY MINORS. IF YOU ARE A PARENT AND WANT TO BLOCK THIS OR ANY OTHER CG WEBSITE, PLEASE CONTACT A FILTERING COMPANY.

CG Analytics may, from time to time, and without notice to you, restrict or terminate your access to any CG Website, move or remove any content that is available on the CG Website(s) and/or any material that you submit to the CG Website(s), and modify these Terms of Use. See Modifications. In no event shall we be liable for any loss suffered by you resulting from any of the foregoing and you shall have and make no claims against us in such regard. Our use of personally identifiable information is governed by our Privacy Policy, which you should review.

  1. YOUR RESPONSIBILITIES

Without limiting any other provision of these Terms of Use, and in consideration of your opportunity to access and/or use the CG Websites, you represent and warrant to us and acknowledge and agree as follows:

a.  You will abide by these Terms of Use and any other policies, rules, terms or conditions as communicated by us in connection with the CG Websites.

b.  You are subject to all applicable international, national, state, local and provincial laws, rules, regulations and pronouncements of governmental bodies, agencies and authorities (collectively, “Law”) in your access to and visitation and use of the CG Websites. Access to or visitation or use of the CG Websites in violation of these Terms of Use or any applicable Law is prohibited.

c.  You will access, visit and use the CG Websites in accordance with all applicable Law.  Access, visitation or use of the CG Websites in violation of any applicable Law is prohibited.

d.  You are solely responsible for any telecommunications networks and Internet access services and costs and other consents and permissions required in connection with your accessing, visiting and using the CG Websites.

e.  All information you furnish on any CG Website is true, accurate, current, complete and up to date.

f.  You will not access, visit or use the CG Websites in any manner that may impair, overburden, damage, disable or otherwise compromise (i) any CG Analytics services or products, (ii) any other party’s use and enjoyment of any CG Analytics services or products or (iii) any services or products of any third parties.

  1. CLAIMS OF COPYRIGHT INFRINGEMENT

Under the Digital Millennium Copyright Act of 1998 (“DMCA”) if you believe in good faith that any content on the CG Websites infringes your copyright, you may send us a notice requesting that the content be removed. The notice must include: (a) your (or your agent’s) physical or electronic signature, (b) identification of the copyrighted work on the CG Websites that is claimed to have been infringed (or a representative list if multiple copyrighted works are included in one notification), (c) identification of the content that is claimed to be infringing or the subject of infringing activity, including information reasonably sufficient to allow us to locate the content on the CG Websites, (d) your name, address, telephone number and email address (if available), (e) a statement that you have a good faith belief that use of the content in the manner complained of is not authorized by you or your agent or the Law and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that you or your agent is authorized to act on behalf of the copyright owner. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, you may send us a counter-notice. You may read more information about the DMCA at http://www.loc.gov/copyright.

Notices and counter-notices should be sent to:

CG Analytics
2575 S. Highland Drive
Las Vegas, Nevada 89109 USA
[email protected]
Please include “Copyright Notice” in the subject line.

  1. MODIFICATIONS

a.  We may, at our sole and absolute discretion, at any time modify these Terms of Use or any other applicable policies, rules, terms or conditions. Such modifications shall be effective as soon as the modified version is updated online, on any CG Website, or in such other digital locations as may be affected otherwise made available to you.

b.  You are solely responsible for reading and understanding the modifications. You can determine when these Terms of Use were last revised by referring to the “Version Dated” legend at the bottom of the then-current version of the Terms of Use online or in such other digital locations as may be affected otherwise made available to you. Your access, visitation or use of the CG Website following such modifications constitutes your acceptance of the revised version of the Terms of Use. If you do not agree to be bound by relevant changes, you should cease accessing, visiting and using the CG Websites.

  1. USER-GENERATED CONTENT AND SUBMISSIONS

We neither endorse nor are responsible for the accuracy or reliability of any information or content, including (without limitation) any opinion, advice or statement, made via the CG Websites by anyone other than authorized CG Analytics employee spokespersons while acting in their official capacities. We reserve the right (but have and shall have no obligation) to monitor, modify, delete, limit or block access to, in each case, in whole or in part, any information or content submitted by you or any third party to any CG Website. CG Analytics assumes no liability and is not responsible for any content or information submitted by you when accessing, visiting and/or using the CG Websites, or any loss or damage to you or to any third party related to or arising out of any content or information submitted by you when accessing, visiting and/or using the CG Websites. CG Analytics shall have no obligation to treat as confidential any content or information submitted by you when accessing, visiting and/or using the CG Websites. By submitting any information or content, you represent and warrant that such information and content conforms to these Terms of Use and that you own or have the necessary rights and permissions, without the need for payment to any other person or entity, to use and exploit, and to otherwise use and exploit, such content and information. Such information and content will automatically become the property of CG Analytics and you unconditionally grant us an unrestricted, irrevocable, non-exclusive, royalty-free, perpetual, world-wide, fully paid, transferable, assignable and sublicensable right and license to use, copy, store, reproduce, modify, adapt, publish, translate, create collective and/or derivative works from, distribute, perform and display any such information or content, in whole or in part, and to incorporate any such information or content in any works in any form, media, software or technology now known or later developed, in each case, for any purposes whatsoever, including (without limitation) for advertising, marketing, publicity and promotional purposes, subject only to our Privacy Policy. You also acknowledge and agree that if and to the extent the information or content you submit identifies you by name, likeness, voice or otherwise (“your identification”), the foregoing license granted by you will automatically be deemed to cover and extend to our use of your identification in connection with our use of the information or content. You hereby waive all moral rights in any such information or content.

  1. THIRD-PARTY MATERIALS; HYPERLINKS; THIRD PARTY WEBSITES; SOCIAL MEDIA WEBSITES

The CG Websites may display, include or make available to you third-party content (including, without limitation, content, data, information, websites, social media websites, applications and other products, services and/or materials) or provide links to third-party websites or services, including, without limitation, through third-party advertising (“Third Party Materials”). You acknowledge and agree that CG Analytics is not responsible for Third Party Materials, including (without limitation) their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. CG Analytics does not assume and will not have any liability or responsibility to you or any other person or entity for any Third Party Materials. Third Party Materials and links thereto are provided solely as a convenience to you and you access and use them at entirely at your own risk and subject to such third parties’ terms and conditions. It is your responsibility to read and comply with such third parties’ terms and conditions. The fact that we have provided Third Party Materials or a link to any non-CG Analytics site, location or source does not signify our sponsorship or endorsement of such Third Party Materials, the site or any of its contents. There are inherent risks in the use of any such links or any software and/or content found on the Internet, and you acknowledge that you understand these risks.

  1. PROHIBITED PRACTICES

We may implement services or features to identify users engaged in unlawful, fraudulent, improper or prohibited activity. Without limiting anything set forth in these Terms of Use, it is strictly prohibited for you to, attempt to engage or engage in any unlawful, fraudulent, improper or prohibited activity, including (without limitation) the following:

a.  Inappropriate Content/Behavior. You may not post any unlawful, indecent, racist, obscene, profane, libelous, defamatory or threatening material or any material that would violate any Law or generally be considered to be offensive, via the CG Websites, including (without limitation) any chat function or in correspondence with any CG Analytics-enabled staff. You may not harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party and you agree that neither CG Analytics, nor its agents or those involved in creating or providing the CG Websites, is in any way responsible for any harassing, abusive, stalking, threatening, defamatory, offensive, infringing or illegal messages or transmissions that you may receive as a result of such actions.

b.  Malware. You agree not to use or otherwise exploit the CG Websites in any unauthorized way whatsoever, including (without limitation) transmitting any computer viruses, worms, trojan horses or other malware or by trespassing or burdening network capacity.

  1. DISCLAIMER OF WARRANTIES

a.  CG ANALYTICS AND ITS AFFILIATES ARE NOT LIABLE FOR ANY ACTS OR OMISSIONS MADE BY YOUR TELECOMMUNICATIONS NETWORKS OR INTERNET SERVICE PROVIDERS OR OTHER PARTIES WITH WHOM YOU HAVE CONTRACTED TO GAIN ACCESS TO THE CG WEBSITES.

b.  THE CG WEBSITES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND CG ANALYTICS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, GUARANTIES, CONDITIONS, COVENANTS AND REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, RELATING TO THE CG WEBSITES, INCLUDING (WITHOUT LIMITATION) IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, COMPLETENESS OR ACCURACY OR NON-INFRINGEMENT.

c.  CG ANALYTICS MAKES NO WARRANTY THAT THE CG WEBSITES WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTABLE OR CORRECTED, OR THAT THE SOFTWARE OR THE SERVER THAT MAKES THE CG WEBSITES AVAILABLE WILL BE FREE OF VIRUSES OR BUGS OR DAMAGING OR DISABLING CODE OR WILL DELIVER FULL FUNCTIONALITY, ACCURACY OR RELIABILITY OF CONTENT OR INFORMATION.

d.  CG ANALYTICS HAS NO RESPONSIBILITY TO INFORM YOU OF ANY DIFFICULTIES WE OR OTHER PARTIES EXPERIENCE CONCERNING USE OF THE CG WEBSITES OR TO TAKE ANY ACTION IN CONNECTION WITH THOSE DIFFICULTIES. NEITHER CG ANALYTICS NOR ITS AFFILIATES OR ANY OF OUR/THEIR RESPECTIVE THIRD-PARTY LICENSORS OR SOURCES HAVE ANY DUTY OR OBLIGATION TO VERIFY, CORRECT, COMPLETE OR UPDATE ANY CONTENT DISPLAYED IN OR AVAILABLE THROUGH THE CG WEBSITES.

e.  CG ANALYTICS IS NOT RESPONSIBLE FOR: (A) ANY HARDWARE OR SOFTWARE MALFUNCTIONS, UNAUTHORIZED HUMAN INTERVENTION, OR THE INCORRECT, INCOMPLETE OR INACCURATE CAPTURE OR ENTRY OF INFORMATION, OR THE FAILURE TO CAPTURE ANY SUCH INFORMATION; (B) ANY INCORRECT, INCOMPLETE OR INACCURATE INFORMATION, WHETHER CAUSED BY END USERS, BY TAMPERING OR HACKING, OR BY ANY OF THE EQUIPMENT OR PROGRAMMING ASSOCIATED WITH OR UTILIZED IN THE CG WEBSITES; (C) ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION OR COMMUNICATIONS LINE FAILURE; OR (D) TYPOGRAPHICAL OR OTHER HUMAN OR TECHNICAL ERRORS ASSOCIATED WITH THE CG WEBSITES, INCLUDING ERRORS IN ADVERTISING AND THESE TERMS OF USE.

  1. LIMITATIONS OF LIABILITY

You acknowledge and agree that:

a.  YOU ARE FREE TO CHOOSE WHETHER TO ACCESS, VISIT AND USE THE CG WEBSITE, AND YOU DO SO AT YOUR SOLE OPTION, DISCRETION AND RISK.

b.  YOU EXPRESSLY UNDERSTAND AND AGREE THAT NEITHER CG ANALYTICS, NOR ITS AFFILIATED COMPANIES OR ANY THIRD PARTY SERVICE PROVIDER (COLLECTIVELY, “AFFILIATES”), OR ANY OF OUR/THEIR RESPECTIVE THIRD-PARTY LICENSORS OR SOURCES SHALL BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY LOSS, LOST PROFITS OR INJURY, COST, CLAIM OR DAMAGE, INCLUDING (WITHOUT LIMITATION) DAMAGES OR INJURY CAUSED BY OR RELATED TO LOSS OF GOODWILL, USE, DATA, ERROR, OMISSION, INTERRUPTION, DEFECT, FAILURE OF PERFORMANCE, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS OR LINE FAILURE, COMPUTER VIRUS OR OTHER HARMFUL COMPONENT, FORCE MAJEURE EVENT, OR OTHER LOSSES, WHETHER IN AN ACTION OF CONTRACT, TORT, NEGLIGENCE OR OTHERWISE AND EVEN IF CG ANALYTICS OR AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND YOU EXPRESSLY RELEASE AND DISCHARGE CG ANALYTICS AND AFFILIATES AND ANY OF OUR/THEIR RESPECTIVE THIRD-PARTY LICENSORS OR SOURCES FROM ALL OF THE SAME.

c.  NEITHER WE, NOR ANY AFFILIATES, NOR ANY OF OUR/THEIR RESPECTIVE THIRD-PARTY LICENSORS OR SOURCES SHALL BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY MODIFICATION, DISCONTINUANCE, DELETION, CLOSURE, SUSPENSION, CANCELLATOIN AND/OR TERMINATION, IN WHOLE OR IN PART, OF THE CG WEBSITES OR FOR ANY USER CONTENT, SUBMISSIONS, COMMUNICATIONS, MESSAGES OR INFORMATION POSTED BY YOU OR THIRD PARTIES.

d.  NO ACTION, REGARDLESS OF FORM, ARISING OUT OF YOUR ACCESS, VISITATION OR USE OF THE CG WEBSITES MAY BE BROUGHT BY YOU MORE THAN ONE (1) YEAR FOLLOWING THE EVENT THAT GAVE RISE TO THE CAUSE OF ACTION.

e.  SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN THOSE JURISDICTIONS, THE PRECEDING LIMITATIONS IN THIS SECTION WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW, AND CG ANALYTICS’ LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. NOTHING IN THESE TERMS OF USE IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY, WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED.

  1. INDEMNIFICATION

You agree, at your own expense, to indemnify, defend and hold harmless CG Analytics and its affiliates and its and their officers, directors and employees for, from and against any and all claims, actions, suits, demands, proceedings, investigations, losses, obligations, penalties, damages, liabilities, judgments, settlements, costs, payments and expenses (including, without limitation, reasonable legal and other professional fees and costs) directly or indirectly arising out of or related to (i) your breach of these Terms of Use and/or any other applicable policies, rules, terms or conditions that we may issue from time to time, including your breach of any agreements, representations, covenants, warranties, obligations or responsibilities contained in these Terms of Use, (ii) your access to, visitation and/or use of the CG Websites, any links on the CG Websites or Third Party Materials, (iii) any and all information or content submitted by you, including for claims that any of the same violates, infringes or misappropriates any proprietary right of publicity, privacy or any other right of any third party, and/or (iv) a breach or violation by you of any applicable Law or the rights of any third party. CG Analytics reserves the right to assume the exclusive defense and control of any claim subject to indemnification by you, and in such event you will fully cooperate with CG Analytics in asserting any and all available defenses.

  1. DURATION AND TERMINATION

a.  Notwithstanding anything to the contrary in these Terms of Use and in addition thereto, CG Analytics may, in its sole and absolute discretion, at any time and without notice to you, and without liability to CG Analytics, modify, discontinue, delete, close, suspend, cancel and/or terminate, in whole or in part, any CG Website, including (without limitation) your access to and/or use thereof, in each case, effective immediately.

b.  If we suspect that you may be engaging in or have engaged in unlawful, fraudulent, improper or prohibited activity, that you fail to comply with any provision of these Terms of Use or that you engage in activity otherwise adverse to the operation of the CG Websites or detrimental to CG Analytics or CG Website users, CG Analytics may, in its sole and absolute discretion, modify, discontinue, delete, close, suspend, cancel and/or terminate, in whole or in part, your access to and use of the CG Websites, effective immediately.

c.  In addition to closing, suspending, canceling and/or terminating your access to and/or use of the CG Websites, we reserve the right to prevent you from accessing, visiting or using any of our other websites or servers, or accessing, visiting or using any services offered by us or our affiliates.

d.  We also reserve the right to inform government authorities, other online service providers, and other interested parties of your identity and of any suspected unlawful, fraudulent, improper or prohibited activity.

e.  You further acknowledge and agree that taking any of these actions shall in no way prevent CG Analytics from pursuing other avenues of recourse such as criminal or civil proceedings in connection with such conduct.

f.  Termination or suspension of your access to the CG Websites will not excuse you from any criminal or other civil liabilities that may result from your actions.

g.  These Terms of Use (as may be revised from time to time as described herein) are irrevocable and, unless otherwise expressly stated in these Terms of Use, will survive any termination of your access to and/or use of the CG Websites.

  1. GOVERNING LAW; EXCLUSIVE JURISDICTION; JURY TRIAL AND CLASS ACTION WAIVER

These Terms of Use and any other applicable policies, rules, terms or conditions that we may issue from time to time, and the relationship between you and us shall be governed by and interpreted solely and exclusively in accordance with the internal Laws of the State of Nevada, USA, without regard to principles of conflicts of laws. Any controversy or dispute between you and us, including (without limitation) any controversies or disputes arising in connection with, out of or as a result of these Terms of Use or any access to and/or visitation or use of the CG Websites, shall be submitted exclusively to the federal or state courts in the State of Nevada, USA. You hereby consent to personal jurisdiction in any such court for purposes of any controversy or dispute and hereby waive, for all purposes, your right to challenge personal jurisdiction in the federal or state courts in the State of Nevada, USA. YOU HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM OR ACTION, INCLUDING (WITHOUT LIMITATION) ANY CONTROVERSY OR DISPUTE. YOU FURTHER AGREE THAT ANY CONTROVERSIES OR DISPUTES SHALL BE CONDUCTED IN THEIR INDIVIDUAL CAPACITIES ONLY AND NOT AS A CLASS ACTION OR OTHER REPRESENTATIVE ACTION, AND YOU EXPRESSLY WAIVE ANY RIGHT TO FILE A CLASS ACTION OR SEEK RELIEF ON A CLASS BASIS.

  1. FORCE MAJEURE

CG Analytics is not and will not be liable for any losses caused directly or indirectly as a result of causes or events beyond the control of CG Analytics, including (without limitation) natural disasters, acts of God, war, terrorism actions or decrees of governmental bodies, exchange or market rulings, loss or corruption of data, delay or failure of the Internet, communication lines or utility systems, equipment and systems failures, unauthorized access and theft (each, a “Force Majeure Event”).

  1. MISCELLANEOUS

a.  These Terms of Use and any other applicable policies, rules, terms or conditions, represent the complete and exclusive agreement and understanding between you and us with respect to the subject matter hereof and representations or agreements (whether oral, written or otherwise) relating thereto and supersede all prior representations or agreements between you and us regarding the subject matter hereof.

b.  If any provision of these Terms of Use is declared or found by a court of competent jurisdiction to be invalid, illegal, unenforceable or void, then (i) the parties to these Terms of Use shall be relieved of all obligations arising under such provision, but only to the extent that such provision is invalid, illegal, unenforceable or void, and these Terms of Use shall be deemed amended by modifying such provision to the extent necessary to make it valid, legal and enforceable while preserving its intent or, if that is not possible, by substituting therefor another provision that is valid, legal and enforceable and achieves the same objective and (ii) the remaining provisions hereof shall be unimpaired and remain in full force and effect.

c.  Any failure by us at any time to enforce performance or insist upon strict compliance with any provision of these Terms of Use, or any delay or failure on our part to exercise any power or right given to us in these Terms of Use, or a continued course of such conduct on our part, shall in no way operate as a waiver of or affect our rights thereafter to enforce or insist upon the same, nor will any single or partial exercise preclude any other future exercise. Any waiver by us of any breach or provision of these Terms of Use, whether by conduct or otherwise, in any one or more instances, shall not be deemed to be a waiver by us of any other breach or provision.

d.  Any and all headings in the text of these Terms of Use are solely for convenience or reference and do not constitute a part of the Terms of Use, nor do they affect the meaning, construction or effect of the Terms of Use.

e.  Unless otherwise expressly stated in these Terms of Use, nothing in these Terms of Use shall create or confer any rights or any other benefits to third parties.

f.  We may transfer, assign, sublicense or pledge these Terms of Use, in whole or in part, to any person or entity without notice and you hereby consent to such transfer, assignment, sublicense or pledge.

  1. QUESTIONS

If you have any questions regarding the CG Website, you may email us at [email protected], telephone us at 702-677-3830 or write to us at 2575 S. Highland Drive, Las Vegas, Nevada 89109 USA and include your name and jurisdiction of residence.

  1. VERSION DATED

These Terms of Use are dated as of November 20, 2015.