Last Updated: May 8th, 2018
These CVMIC Member Portal Terms of Service (“Terms”) govern your access to and use of the online CVMIC member portal (that portal, its contents, and all underlying technology, together, “Portal”) made available to you by Cities and Villages Mutual Insurance Company (“CVMIC,” “we,” “us,” or “our”). These Terms apply to all users of the Portal, including CVMIC members and their employees and administrative users.
We reserve the right to modify these Terms at any time. All changes will be effective immediately upon posting to the Portal and, by accessing or using the Portal after changes are posted, you agree to those changes. Material changes will be conspicuously posted on the Portal or otherwise communicated to you.
2. Access; License. The Portal may be used only by CVMIC members that have executed an agreement with CVMIC governing Portal access and those CVMIC members’ authorized users. Provided you comply with these Terms, CVMIC grants you a limited, nonexclusive, revocable, nonassignable, nontransferable, nonsublicensable license to access and use the Portal solely for your own internal purposes. These Terms begin upon your first access to the Portal and will continue in effect until termination in accordance with these Terms.
3. Intellectual Property Rights. The Portal, including its text, audio, video, graphics, charts, photographs, interfaces, icons, software, computer code, data, trademarks, logos, slogans, names of products and services, documentation, other components and content, and the design, selection, and arrangement of content, is exclusively the property of CVMIC or, as applicable, its suppliers and licensors, and is protected by copyright, trademark, and other intellectual property laws. Any unauthorized use of any trademarks, trade dress, copyrighted materials, or any other intellectual property belonging to CVMIC or any third party is strictly prohibited and may be prosecuted to the fullest extent of the law. The Portal may contain references to third-party marks and copies of third-party copyrighted materials, which are the property of their respective owners. Except as expressly described in these Terms, no licenses or other rights, express or implied, are granted by CVMIC to you under any patent, copyright, trademark, trade secret, or other intellectual property right of CVMIC.
Copyright © 2017-2018 Cities and Villages Mutual Insurance Company. All rights reserved.
4. Compliance with Laws. In connection with your access to and use of the Portal and that of any person authorized by you to access or use the Portal, you are responsible for complying with all applicable laws, regulations, and policies of all relevant jurisdictions, including all applicable rules regarding online conduct.
5. Restrictions on Your Use of the Portal.
· You may download and print one copy of the Portal’s visible content for your own internal use, provided you do not modify or delete any copyright, trademark, or other proprietary notices.
· You will not otherwise copy, reproduce, display, duplicate, sell, publish, post, license, rent, distribute, modify, translate, adapt, reverse-engineer, or create derivative works of the Portal or any part of the Portal without the prior written consent of CVMIC.
· You will not use the Portal for unlawful purposes.
· You will not submit inaccurate, incomplete, or out-of-date information via the Portal, commit fraud or falsify information in connection with your use of the Portal, or act maliciously against the business interests or reputation of CVMIC. For example, you will not mark any training materials as completed unless you have in fact viewed and participated in those training materials in their entirety.
· You will not submit or otherwise provide information consisting of any of the following through or using the Portal: information that is defamatory, indecent, pornographic, obscene, otherwise objectionable or harmful, or that violates the legal rights of third parties; or information consisting of Protected Health Information as that term is defined in the Health Insurance Portability and Accountability Act of 1996 and any regulations promulgated thereunder.
· You will not engage in data mining or similar data gathering or extraction activities or retrieve data or other content from the Portal for purposes of creating or compiling that content for any purpose other than your authorized use of the Portal as permitted by these Terms.
· You will not access, use, or copy any portion of the Portal, including any of its content, through the use of indexing agents, spiders, scrapers, bots, web crawlers, or other automated devices or mechanisms.
· You will not use the Portal to post, transmit, input, upload, or otherwise provide any information or material that contains any viruses, worms, Trojan horses, logic bombs, time bombs, cancelbots, malware, ransomware, adware, or other harmful computer code or programming routines, including those designed to or that reasonably may disable, damage, impair, interfere with, surreptitiously intercept, or expropriate the Portal or any computers, hardware, software, system, data, or networks.
· You will not engage in activities that aim to render the Portal or associated services inoperable or to make their use more difficult.
· You will not impersonate or attempt to impersonate another person.
· You will not collect usernames or email addresses of other Portal users by electronic or any other means for purposes of sending unsolicited emails or other communications.
· You will not post or send unsolicited messages, chain letters, spam, or junk mail.
· You will not harass, annoy, intimidate, or threaten any CVMIC employees, contractors, agents, or representatives engaged in providing the Portal.
6. Accounts. Users must be assigned a username by the Portal administrator at the applicable municipality before they can log in to the Portal. Users will be required to establish a password in order to access and use the Portal. Each user is responsible for maintaining the confidentiality of any information used in connection with the Portal, including the user’s username and password. Portal users are responsible for all activity on their account. If you believe an unauthorized person has accessed a Portal account, please change that account’s password and notify both CVMIC and the applicable municipality’s Portal administrator immediately. You warrant that all information you provide to us in connection with your access to and use of the Portal is true, accurate, and complete to the best of your knowledge and belief. You will not sell or otherwise transfer any Portal account or share any Portal account with any other person.
7. Account Suspension, Deactivation, and Termination. CVMIC may, for any reason and in its sole discretion, suspend, deactivate, or terminate Portal accounts or use of the Portal, and may terminate these Terms, without notice or liability, including if you or any user at your municipality breaches these Terms, upon any unauthorized use of any username or password, if any user acts in an abusive manner, if any user acts in a manner inconsistent with applicable laws or regulations, or if it becomes no longer commercially viable to provide the Portal. You understand that, even if a Portal account is terminated, any User-Generated Content (as defined below) provided through that account will both remain in our archives and will continue to be accessible by other Portal users (for example, via discussion boards). Upon any termination of your Portal account or these Terms you must promptly cease accessing and using the Portal.
8. Contests & Promotions. To participate in any contests or promotions that CVMIC may make available, such as CVMIC’s Member Spotlight program, you may be required to provide additional information and additional terms and eligibility criteria may apply. Entries are accepted only through the Portal. Winners are determined by CVMIC at its sole discretion and criteria are subject to change at CVMIC’s sole discretion without notice.
9. Grant Program. To apply for a CVMIC grant, you may be required to provide additional information and additional terms and eligibility criteria may apply. Grant applications are accepted only through the Portal and must be submitted by the applicable CVMIC member’s authorized grant program coordinator. Grant program award decisions are made by CVMIC at its sole discretion and criteria are subject to change at CVMIC’s sole discretion without notice.
10. Job Posting Submissions. The Portal may allow you to submit job postings. You may only submit postings for job openings at the CVMIC member at which you are employed. By submitting a job posting you give CVMIC consent to publish that job posting on websites operated by CVMIC, but CVMIC is under no obligation to do so. Additionally, CVMIC may modify submitted job postings in consultation with you. Your submission of a job posting does not in any way require CVMIC to review or publish that job posting, nor does it require CVMIC to fill that job opening. CVMIC is not responsible for the quality of job applicants.
11. Availability. Any programs, materials, products, or services (for example, training materials) that may be mentioned on or made available through the Portal are subject to availability and terms not described in these Terms may apply. CVMIC may change the programs, materials, products, and services mentioned on the Portal at any time without notice.
12. NO WARRANTY. THE PORTAL IS PROVIDED “AS IS,” “AS AVAILABLE,” AND WITHOUT ANY WARRANTY OF ANY KIND. CVMIC MAKES COMMERCIALLY REASONABLE EFFORTS TO ENSURE THAT ALL MATERIAL, DATA, AND OTHER INFORMATION ON THE PORTAL (EXCLUDING ANY USER-GENERATED CONTENT) IS ACCURATE AND RELIABLE, BUT NEITHER ACCURACY NOR RELIABILITY CAN BE GUARANTEED. CVMIC DOES NOT WARRANT OR GUARANTEE THE QUALITY, COMPLETENESS, TIMELINESS, OR AVAILABILITY OF THE PORTAL. CVMIC DOES NOT WARRANT OR GUARANTEE THAT THE PORTAL WILL BE UNINTERRUPTED OR ERROR FREE, THAT ANY DEFECTS IN THE PORTAL WILL BE CORRECTED, OR THAT THE PORTAL OR THE SERVERS THAT MAKE THE PORTAL AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL CONDITIONS OR COMPONENTS. CVMIC IS NOT RESPONSIBLE FOR ANY TYPOGRAPHICAL ERRORS ON THE PORTAL.
CVMIC DOES NOT WARRANT THAT THE PORTAL WILL ALLOW YOU TO COMPLY OR ENSURE YOUR COMPLIANCE WITH ANY REGULATORY PROGRAMS OR APPLICABLE LAWS OR REGULATIONS. YOU, ALONE, ARE RESPONSIBLE FOR COMPLIANCE WITH ANY APPLICABLE PUBLIC RECORDS LAWS.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CVMIC EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE PORTAL, INCLUDING WITHOUT LIMITATION THOSE REGARDING AVAILABILITY, QUALITY, ACCURACY, MERCHANTABILITY, FITNESS FOR ANY USE OR PURPOSE, COMPATIBILITY WITH ANY STANDARDS OR USER REQUIREMENTS, TITLE, AND NONINFRINGEMENT. CVMIC HAS NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MISDELIVERY, OR FAILURE TO STORE ANY USER COMMUNICATION.
WE DO NOT WARRANT OR ENDORSE ANY USER-GENERATED CONTENT. ALL USER-GENERATED CONTENT IS SOLELY THE REPONSIBILITY OF THE PERSON WHO PROVIDED THAT USER-GENERATED CONTENT.
WE MAKE NO REPRESENTATION THAT THE PORTAL IS APPROPRIATE OR AVAILABLE FOR USE IN LOCATIONS OTHER THAN THE UNITED STATES. IF YOU CHOOSE TO ACCESS OR USE THE PORTAL FROM LOCATIONS OTHER THAN THE UNITED STATES, YOU DO SO AT YOUR OWN RISK AND YOU ARE RESPONSIBLE FOR COMPLYING WITH APPLICABLE LAWS AND REGULATIONS.
YOUR USE OF THE PORTAL IS AT YOUR OWN RISK AND YOU, ALONE, ARE RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER HARDWARE, SOFTWARE, SYSTEMS, AND NETWORKS, ANY LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY INFORMATION FROM THE PORTAL, AND ANY OTHER DAMAGE THAT MAY BE INCURRED.
NO ADVICE OR INFORMATION, ORAL OR WRITTEN, OBTAINED BY YOU FROM CVMIC OR IN ANY MANNER FROM THE PORTAL CREATES ANY WARRANTY.
13. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CVMIC OR ITS DIRECTORS, OFFICERS, OWNERS, EMPLOYEES, CONTRACTORS, REPRESENTATIVES, CONSULTANTS, AGENTS, SUPPLIERS, OR LICENSORS (TOGETHER, “CVMIC PARTIES”) BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL LOSS OR DAMAGE, OR ANY OTHER LOSS OR DAMAGE OF ANY KIND, ARISING OUT OF OR IN CONNECTION WITH THE PORTAL OR YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE PORTAL (INCLUDING WITHOUT LIMITATION THE INPUT OF PERSONAL AND OTHER INFORMATION INTO THE PORTAL), WHETHER THE CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, OR OTHERWISE, AND EVEN IF A CVMIC PARTY HAS EXPRESS KNOWLEDGE OF THE POSSIBILITY OF THE LOSS OR DAMAGE.
YOUR SOLE AND EXCLUSIVE REMEDY IS TO STOP ACCESSING AND USING THE PORTAL. WITHOUT LIMITING THE FOREGOING, IN NO EVENT WILL CVMIC PARTIES’ LIABILITY TO YOU EXCEED $100, EVEN IF THIS REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
14. Indemnification. You will indemnify, defend, and hold harmless CVMIC Parties from and against all losses, claims, liabilities, demands, complaints, actions, damages, judgments, settlements, fines, penalties, expenses, and costs (including reasonable attorneys’ fees) that arise out of or in connection with your access to or use of the Portal, your use or misuse of any material, data, or other information downloaded or otherwise obtained from the Portal, your submission of information (including personal information) using the Portal, your provision of User-Generated Content, your registration for events, your participation in Portal webinars or other online trainings, your violation of or noncompliance with applicable laws or regulations, or your breach of these Terms. We reserve, and you grant to us, the exclusive right to assume the defense and control of any matter subject to indemnification by you.
A. The Portal may allow you to create, post, transmit, upload, publish, distribute, broadcast, submit, and otherwise provide comments, data, text, images, video, audio, and other content and material via the Portal, including by participating in discussion boards, and to respond to content provided by others (together, “User-Generated Content”). User-Generated Content is neither generated nor controlled by CVMIC. CVMIC is not responsible for any User-Generated Content. You are responsible for all User-Generated Content that you provide and for the legality, originality, and appropriateness thereof.
B. User-Generated Content includes any information and materials submitted pursuant to any contest or program made available by CVMIC or as part of a CVMIC grant application, which information and materials CVMIC may make available on the Portal to other Portal users and in electronic and offline communications (e.g., announcements of contest winners).
C. By providing User-Generated Content you warrant that you are the creator or owner of that User-Generated Content or that you otherwise have the rights, permissions, and consents necessary to provide that User-Generated Content to us and to allow us to use that User-Generated Content as permitted by these Terms and that any User-Generated Content you provide will not cause CVMIC to violate any law or regulation. By providing User-Generated Content, you agree not to claim that any use of that User-Generated Content by us or any third party infringes or violates your or any other person’s intellectual property rights, rights of privacy, rights of publicity, or other right. You retain any copyright or other intellectual property right you may have in User-Generated Content that you provide, subject to the license granted to CVMIC below.
D. Please keep in mind that the User-Generated Content you provide may be available to other Portal users, including individuals inside and outside of your municipality or organization, depending on the audience of the applicable Portal feature. You must maintain a polite, pleasant, and respectful environment. User-Generated Content that harasses, abuses, stalks, threatens, or otherwise violates the legal rights of others is prohibited. User-Generated Content must be relevant to the applicable topic (for example, the applicable discussion board topic). You may not provide any other person’s private or confidential information without that person’s permission.
E. User-Generated Content is not monitored. CVMIC reserves the right, but does not have the obligation, to, at any time and for any reason, review User-Generated Content, prescreen User-Generated Content, edit, redact, and otherwise modify User-Generated Content, reorganize and recategorize User-Generated Content, and delete User-Generated Content from the Portal. CVMIC has no obligation to archive or otherwise store any User-Generated Content. CVMIC reserves the right to impose limits on Portal features (e.g., the ability to provide User-Generated Content) and to restrict your access to all or parts of the Portal at any time for any reason, including breach of these Terms.
F. If you delete or replace User-Generated Content that you have provided (where those options are available), you understand that it may remain in our archives for a period of time and that users with whom you have shared or who have otherwise accessed that User-Generated Content may continue to have access to and use it.
G. If you provide User-Generated Content, you grant CVMIC a perpetual, irrevocable, transferable, assignable, sublicensable, royalty-free, fully paid-up, worldwide license to copy, reproduce, implement, modify, adapt, reformat, translate, excerpt, prepare derivative works of, store, publish, perform, display, license, sell, exploit, and otherwise use and distribute (in all media and distribution methods now known or later developed) that User-Generated Content. You understand that this license allows us to make User-Generated Content you provide to other persons and entities, including other users of the Portal, and to develop and market products and services with no compensation paid to you.
H. If you believe that anything on the Portal infringes any copyright that you own or control, please follow the process described below. If you believe that anything on the Portal violates a law or regulation or breaches any provision of these Terms, please notify us at firstname.lastname@example.org.
16. Copyright Policy. We respect the intellectual property rights of others and we ask that our users do the same. In accordance with the Digital Millennium Copyright Act (“DMCA”), located at 17 U.S.C. § 512, and other applicable laws, we strive to expeditiously remove any infringing material from the Portal if we become aware of the same. If you believe that anything on the Portal infringes any copyright that you own or control, please provide our designated agent with a notice that contains the following information:
· A description of the copyrighted work(s) that you claim have been infringed;
· A description of the allegedly infringing material, including its location on the Portal;
· A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
· Your email address, telephone number, and mailing address;
· A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner’s behalf; and
· An electronic or physical signature of a person authorized to act on behalf of the copyright owner.
Your notice must meet the then-current requirements implemented by the DMCA. Contact information for our designated agent for notice of claims of copyright infringement is:
9898 W. Bluemound Road
18. Force Majeure. CVMIC will not be liable to you for any delay or other failure to perform under these Terms that is due to causes beyond CVMIC’s control, including acts of God, acts of a public enemy, terrorism, civil disorders, acts of the United States of America or any state, territory or political division thereof, fires, floods, earthquakes, blizzards, and other extraordinary elements of nature.
19. Feedback. CVMIC welcomes comments regarding the Portal. If you submit comments or feedback to us regarding the Portal, they will not be considered or treated as confidential. We may use any comments and feedback that you send us in our discretion and without attribution or compensation to you.
20. Disputes. These Terms are governed by the laws of the state of Wisconsin, without regards for its conflict of law principles. Venue is exclusively in the state or federal courts, as applicable, located in Waukesha County, Wisconsin, with respect to any dispute arising under these Terms unless otherwise determined by CVMIC in its sole discretion. The parties expressly agree to the exclusive jurisdiction of those courts. Any cause of action or other claim with respect to the Portal must be commenced within one year after the cause of action or claim arises.
21. Assignment. We may assign our rights and delegate our duties under these Terms at any time to any party without notice to you. You may not assign these Terms without our prior written consent.
23. Survival. Any provisions of these Terms that are intended to survive termination (including any provisions regarding indemnification, limitation of our liability, or dispute resolution) will continue in effect beyond any termination of these Terms or of your access to or use of the Portal.
24. Notices. All notices, consents, and other communications permitted or required to be given under these Terms must be in writing and addressed to the recipient and will be deemed given: upon delivery if personally delivered with fees prepaid, including by a recognized courier service; upon receipt if delivered by certified or registered United States mail, postage prepaid and return receipt requested, as indicated by the date on the signed receipt; or, where you are the recipient, upon delivery by email. Please print or otherwise save a copy of these Terms and all notices, consents, and other communications for your reference.
25. Contact Us. Please direct any questions and concerns regarding these Terms or the Portal to us by email at email@example.com, by telephone at (262) 784-5666, or by mail at Cities and Villages Mutual Insurance Company, 9898 W. Blue Mound Road, Wauwatosa, WI 53226-4319.