Website Terms of Use

Effective Date: 25 March 2022

Acceptance of Terms of Use. This is an agreement between Compendia, Inc. ("Company"), the owner and operator of https://compendia.digital and https://caseguide.com (the "Sites"), and you ("you" or "You"), a user of the Sites. By using a Site you acknowledge and agree to these Terms of Use and also the Privacy Policy, which can be found at https://compendia.digital/privacy and is incorporated by reference. If you choose to not agree with any of these terms, you may not use the Sites.

1. License. During the term of this agreement, the Company grants you a limited, non-exclusive, non-transferable license to access the Sites for your personal and non-commercial use in accordance with the Terms of Use.

2. Changes to Terms of Use

2.1 Right to Change Terms. The Company reserves the right, in its sole discretion, to change these Terms of Use ("Updated Terms") from time to time.

2.2 Notice of Updated Terms. Unless the Company makes a change for legal or administrative reasons, the Company will provide reasonable advance notice before the Updated Terms become effective. You agree that the Company may notify you of the Updated Terms by posting them on the Sites.

2.3 Acceptance of Updated Terms. Your use of the Sites after the effective date of the Updated Terms constitutes your agreement to the Updated Terms. You should review these Terms of Use and any Updated Terms before using the Sites.

2.4 Effective Date of Updated Terms. The Updated Terms will be effective as of the time of posting, or such later date as may be specified in the Updated Terms, and will apply to your use of the Sites from that point forward.

3. Account Security. The Company cares about the integrity and security of your personal information. However, the Company cannot guarantee that unauthorized third parties will never be able to defeat the Sites's security measures or use any personal information you provide to us for improper purposes. You acknowledge that you provide your personal information at your own risk.

4. User Conduct

4.1 You may not engage in any of the following prohibited activities:

a. copying, distributing, or disclosing any part of the Sites in any medium, including without limitation by any automated or non-automated "scraping",

b. using any automated system, including without limitation "robots," "spiders," "offline readers," etc., to access the Sites,

c. transmitting spam, chain letters, or other unsolicited email,

d. attempting to interfere with, compromise the system integrity or security of, or decipher any transmissions to or from the servers running the Sites,

e. taking any action that imposes or may impose, at our sole discretion, an unreasonable or disproportionately large load on Sites infrastructure,

f. uploading invalid data, viruses, worms, or other software agents through the Sites,

g. collecting or harvesting any personally identifiable information, including account names, from the Sites,

h. using the Sites for any commercial solicitation purposes,

i. impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity,

j. interfering with the proper working of the Sites,

k. accessing any content on the Sites through any technology or means other than those provided or authorized by the Sites, or

l. bypassing the measures we may use to prevent or restrict access to the Sites, including without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Sites or the content.

5. User Content

5.1 Content Ownership. You retain all ownership rights to content uploaded to the Sites.

5.2 Content License. By submitting content to the Sites, you grant the Company a worldwide, non-exclusive, royalty-free, sublicenseable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the content in connection with the Sites and the Company's (and its successors' and affiliates') business, including without limitation for promoting and redistributing part or all of the Sites (and derivative works thereof) in any media formats and through any media channels.

6. Third Party Content. Through the Sites, you will have the ability to access and/or use content provided by third parties. The Company cannot guarantee that such third party content will be free of material you may find objectionable or otherwise. The Company disclaims any responsibility or liability related to your access or use of any third party content.

7. Links to other Websites

7.1 Links. The Sites may contain links to third-party websites or resources. You acknowledge and agree that Company is not responsible or liable for:

a. the availability or accuracy of such websites or resources; or

b. the content, products, or services on or available from such websites or resources.

7.2 No Endorsement. Links to such websites or resources do not imply any endorsement by Company of those websites or resources.

7.3 Assumption of Risk. You acknowledge sole responsibility for and assumes all risk arising from your use of any such websites or resources.

8. Privacy. For information about how the Company collects, uses, and shares your information, please review our Privacy Policy. You agree that, by using the Sites, you consent to the collection, use, and sharing (as set forth in the Privacy Policy) of that information (including the transfer of this information to the United States or other countries for the Company's storage, processing, and use).

9. Copyright Policy. The Company respects the intellectual property rights of others and expects users of the Sites to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. If you believe that your Content has been copied in a way that constitutes copyright infringement, please provide email the Company at legal@compendia.digital with the following information in accordance with the Digital Millennium Copyright Act:

a. a physical or electronic signature of the copyright owner or a person authorized to act on their behalf,

b. identification of the copyrighted work claimed to have been infringed,

c. identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material,

d. your contact information, including your address, telephone number, and an email address,

e. a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law, and

f. a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

10. Trademarks. The Company name and logo are trademarks of the Company, and may not be copied, imitated or used, in whole or in part, without the prior written permission of the Company. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and trade dress of the Company, and may not be copied, imitated, or used, in whole or in part, without prior written permission from the Company.

11. Termination

11.1 Termination on Notice. Either party may terminate this agreement for any reason on 30 business days’ notice to the other party.

11.2 Termination for Material Breach. Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if

a. the other party fails to perform, has made, or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

b. the failure, inaccuracy, or breach continues for a period of 30 Business Days' after the injured party delivers notice to the breaching party reasonably detailing the breach.

11.3 Termination for Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the other party may terminate this agreement with immediate effect.

11.4 Termination Because of Law or Order. Either party may terminate this agreement with immediate effect if

a. there is or becomes any Law that makes the performance of the terms of this agreement illegal or otherwise prohibited, or

b. any Governmental Authority issues an Order restraining or enjoining the transactions under this agreement.

12. Disclaimers. The Sites is provided "as is," without any warranties of any kind. To the fullest extent permissible under applicable Law, the Company disclaims all such warranties, express or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, freedom from errors, suitability of content, or availability.

13. Limitation on Liability. Neither party will be liable for breach-of-contract damages that are remote or speculative, or that the breaching party could not reasonably have foreseen on entry into this agreement.

14. Feedback. We welcome any comment, question, and communication via the methods found on the Company Contact Page at https://www.compendia.digital/contact.

15. General Provisions

15.1 Governing Law. This agreement will be governed, construed, and enforced in accordance with the laws of the State of Delaware, without regard to its conflict of laws rules.

15.2 Assignment. Neither party may assign this agreement or any of their rights or obligations under this agreement without the other party's written consent.

15.3 Notices

a. Method of Notice. The parties will give all notices and communications between the parties in writing by (i) personal delivery, (ii) a nationally-recognized, next-day courier service, (iii) first-class registered or certified mail, postage prepaid to the address that a party has notified to be that party's address for the purposes of this section.

b. Receipt of Notice. A notice given under this agreement will be effective on

i. the other party's receipt of it, or

ii. if mailed, the earlier of the other party's receipt of it and the fifth business day after mailing it.

15.4 Waiver

a. Affirmative Waivers. Neither party's failure or neglect to enforce any rights under this agreement will be deemed to be a waiver of that party's rights.

b. Written Waivers. A waiver or extension is only effective if it is in writing and signed by the party granting it.

c. No General Waivers. A party's failure or neglect to enforce any of its rights under this agreement will not be deemed to be a waiver of that or any other of its rights.

d. No Course of Dealing. No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy.

15.5 Severability. If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.