1. PLATFORM ACCOUNTS
A. Creating an Account. You will be required to have an account with Cavalry Consulting in order to access or use the Platform. You will be required to provide us with certain information in order to create an account. If such information changes at any time, please update your account to reflect those changes. In the alternative, you may be assigned a Platform account by an administrative user of the Platform at your company or organization. If you are using or logging into a Platform account assigned to you by such an administrator, please note that your administrator may be able to access, suspend, or disable your account without our involvement.
B. Administrative Users. If you create a Platform account on behalf of another person, such as for employees or contractors of your company or organization, you hereby represent and warrant that you have valid authorization to act on behalf of that person and to provide us with that person’s name, email address, and related information.
C. Responsibility. You are responsible for maintaining the confidentiality of any information you use in connection with the Platform, including your own log-in credentials and, in the case of administrative users, the log-in credentials for all applicable Platform accounts. You are responsible for all activity on your account. If you believe someone has accessed your account or any other account without authorization, please change your password and notify us immediately at firstname.lastname@example.org.
D. Additional Terms. Your access to or use of certain features or functionality of the Platform may be subject to additional terms, conditions, rules, or policies (together, “Additional Terms”). All applicable Additional Terms are incorporated by reference into these Terms.
2. USE OF THE PLATFORM
A. Permitted Use. Provided you comply with these Terms, Cavalry Consulting hereby grants you a limited, nonexclusive, revocable, nontransferable, nonassignable, nonsublicensable license and right to access and use the Platform solely for your internal business purposes and, in any event, in accordance with any related documentation provided by Cavalry Consulting (“Permitted Use”). This license and right automatically terminates upon any failure by you to comply with these Terms.
B. Subscriptions. Platform access is purchased as subscriptions. You may have the option of adding Platform subscriptions during a subscription term. Any added subscriptions will be coterminous with your existing subscriptions. Subscription quantities purchased cannot be decreased during any subscription term.
C. Usage Limits. Platform usage is subject to usage limits as stated during the online order process or otherwise by Cavalry Consulting in writing. Unless otherwise specified by Cavalry Consulting in writing, usage limits are imposed on a user basis and the Platform may not and will not be accessed by more users than the number specified upon purchase and, where subscriptions are provided on a named-user basis, users will not share passwords or log-in credentials and user identification numbers or credentials may only be reassigned to a new individual replacing one who will no longer use the Platform. If you do not comply with your usage limits, Cavalry Consulting may require you to immediately purchase additional quantities of the applicable Platform seats promptly upon Our request and/or to pay fees attributable to the excess usage.
D. Use Restrictions. You will not:
- access or use any Platform for purposes other than the Permitted Use;
- create a Platform account or otherwise access or use the Platform if you are a direct competitor of Cavalry Consulting;
- create a Platform account or otherwise access or use the Platform if you are under the age of 18;
- use the Platform or any part thereof in a way that infringes on the rights of any person or entity;
- copy, reproduce, sell, license, rent, reconfigure, reverse-engineer, disassemble, decompile, prepare any derivative works of, discover the underlying ideas behind, discover the source code of, combine with other computer code or materials, translate, adapt, update, or modify the Platform or any part thereof;
- obscure, remove, or alter any proprietary markings, designations, or notices in or on the Platform;
- send any unsolicited messages, chain letters, spam, or junk mail using the Platform;
- harvest or collect information about any Platform users without their express consent;
- transmit using the Platform any material that contains any viruses, Trojan horses, worms, time bombs, cancelbots, malware, adware, or other harmful computer code or programming routines;
- use any robot, spider, site search or retrieval application, or other manual or automatic device or process to retrieve, index, or “data mine” the Platform or in any way reproduce or circumvent the navigational structure or presentation of the Platform or its contents, authentications, or security measures;
- “frame” or “mirror” any part of the Platform without Cavalry Consulting’s prior written consent;
- develop, assist in developing, or have developed on your own or any other person’s behalf software, products, or services that compete with or are substantially similar to the Platform;
- use the Platform for any benchmarking or competitive purposes or in any manner contrary to Cavalry Consulting’s public image, goodwill, or reputation;
- commercially exploit or profit from the Platform or any content thereof in any manner whatsoever;
- impersonate or attempt to impersonate another person or business while using the Platform;
- provide inaccurate information via the Platform;
- use the Platform for unlawful purposes or in violation of any law or regulation;
- post or otherwise provide content that is libelous, defamatory, threatening, harassing, invasive of privacy, abusive, tortious, hateful, discriminatory, pornographic, or obscene;
- commit fraud or falsify information in connection with your use of the Platform; or
- transfer your Platform account to or share your Platform account with any other person.
E. Your Responsibilities. You, alone, are responsible for setting up, maintaining, and operating your computers, other devices and hardware, operating systems, information technology infrastructure, databases, software not provided directly by Cavalry Consulting, Internet access, and wireless networks as necessary to receive, access, and use the Platform. You understand and agree that Cavalry Consulting’s ability to provide the Platform is dependent on your timely provision of relevant data and other materials. You will obtain and maintain in effect all permissions, consents, and authorizations that are required by applicable law for you to provide those data and other materials. You will provide all cooperation and resources as Cavalry Consulting may reasonably request to enable Cavalry Consulting to perform its obligations and exercise its rights under these Terms. Cavalry Consulting is not liable for any delay or failure of performance to the extent caused by your delay in performing or failure to perform any of its obligations under the Agreement.
3. USER CONTENT
The Platform may allow you to enter, submit, upload, transmit, or otherwise provide data, information, messages, documents, or other content via the Platform, for example, legal documents, templates, and business contact information (together, “User Content”). User Content is neither generated nor controlled by Cavalry Consulting. To the maximum extent permitted by applicable law, Cavalry Consulting is not responsible for any User Content. You are responsible for all User Content that you provide and for the legality, originality, and appropriateness thereof, as well as all consequences of its upload, publication, or transmission.
By providing User Content you warrant that you are the creator or owner of that User Content or that you otherwise have the rights, permissions, and consents necessary to provide that User Content. By providing User Content, you agree not to claim that any use of that User Content by us, any Platform user, or any third party infringes or violates your or any other person’s intellectual property rights, rights of privacy, rights of publicity, or other rights. You retain any copyright or other intellectual property right you may have in User Content that you provide, subject to the license granted to Cavalry Consulting below.
If you provide User Content, you hereby grant Cavalry Consulting a worldwide, royalty-free, fully paid-up, non-transferable license to copy, modify, adapt, reformat, excerpt, prepare derivative works of, store, perform, display, and otherwise use and distribute that User Content to make that User Content available to those other Platform users, as applicable.
You understand that, as a user of the Platform, you may have access to or receive User Content provided by other Platform users that is inaccurate, objectionable, or otherwise unsuited to your purpose. Cavalry Consulting does not endorse, takes no responsibility for, and assumes no liability, directly or indirectly, for any User Content or for any resulting loss or damage that you may suffer.
User Content is not monitored. Cavalry Consulting reserves the right, but does not have the obligation, to, at any time and for any reason, review, prescreen, edit, redact, otherwise modify, reorganize, and recategorize User Content. Cavalry Consulting also reserves the right, but does not have the obligation, to, at any time and for any reason, delete User Content from the Platform. Cavalry Consulting has no obligation to archive or otherwise store any User Content. You understand that, even after removal or deletion, User Content you have provided may remain viewable to and may have been copied or stored by other Platform users.
4. YOUR WARRANTIES
By creating an account or otherwise accessing or using the Platform, you represent and warrant that:
- you have the authority to enter into these Terms, to perform your obligations under these Terms, and to grant any rights granted under these Terms;
- you are under no contractual obligation that will interfere with your ability to perform under these Terms;
- all data, information, and content provided by you via the Platform is true, accurate, current, and complete;
- you will not provide documents that are Classified or that contain Controlled Unclassified Information (CUI);
- you have the full ability and legal right to provide User Content to Cavalry Consulting as contemplated by these Terms;
- you will not access or use the Platform in any manner not permitted by these Terms;
- you will perform your obligations and exercise your rights under these Terms in compliance with all applicable laws and regulations (including any applicable export or import laws or regulations);
- you will respect the privacy, property, and data protection rights of other Platform users;
- you will fulfill all commitments you make in connection with or through the Platform, including providing payment and being responsive;
- you will act professionally and responsibly in all interactions in connection with the Platform; and
- you do not have any motivation, status, or interest that Cavalry Consulting may reasonably wish to know about in connection with the Platform, including if you are using or will or intend to use the Platform for any journalistic, investigative, or competitive purpose and you will promptly disclose to Cavalry Consulting in writing any such motivation, status, or interest, whether existing prior to registration or as arises during your use of the Platform.
5. INTELLECTUAL PROPERTY RIGHTS
Cavalry Consulting and its suppliers and licensors, as applicable, are and will remain the exclusive owners of all right, title, and interest in and to the Platform and all ideas, concepts, know-how, methodologies, techniques, discoveries, and inventions related to the same, including all patent, copyright, trademark, trade secret, and other intellectual property and proprietary rights throughout the world in or to any of the foregoing, whether owned or developed by or on behalf of Cavalry Consulting or its suppliers or licensors prior to, during, or after the term of the Agreement, and including all modifications, enhancements, improvements, and derivative works of any of the foregoing, regardless of when created or by whom.
Any unauthorized use of any trademarks, trade dress, copyrighted materials, or any other intellectual property belonging to Cavalry Consulting, or any third party is strictly prohibited and may be prosecuted to the fullest extent of the law. You agree to respect all copyright and other legal notices, information, and restrictions on or in any content accessed through the Platform.
Cavalry Consulting welcomes comments regarding the Platform. If you submit comments, suggestions, or other feedback to us regarding the Platform, they will not be considered or treated as confidential. You agree to grant and hereby grant to Cavalry Consulting a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, and fully transferable, assignable, and sublicensable right and license to reproduce, modify, disclose, display, create derivative works from, and otherwise distribute, exploit, and use any such feedback in Cavalry Consulting’s discretion and without attribution or compensation to you.
The Platform 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 stated in the Agreement, no licenses or other rights, express or implied, are granted by Cavalry Consulting to you under any patent, copyright, trademark, trade secret, or other intellectual property right of Cavalry Consulting and all such rights are reserved and retained by Cavalry Consulting.
6. PLATFORM AVAILABILITY AND MODIFICATIONS
Any features, materials, products, or services made available through the Platform are subject to availability. Cavalry Consulting may change the Platform and the features, materials, products, and services made available through the Platform at any time without notice or liability. Your purchase of a subscription is not contingent on the delivery of any future functionality or features, nor is it dependent on any oral or written public comments made by us regarding future functionality or features.
We may engage third-party contractors to provide the Platform. We are responsible for our employees’ and contractors’ performance of these Terms.
7. TERM AND TERMINATION
A. Term. These Terms commence upon your first access to or use of the Platform and will continue in effect until the earlier of (a) your nonpayment of fees, (b) expiration or other termination of your Platform subscription, or (c) termination in accordance with these Terms.
B. Renewal. Subscription renewal for subsequent renewal periods requires the express written consent of both parties. We reserve the right to modify our pricing and subscription plans as described in this paragraph at any time by posting those modifications on the Platform or otherwise notifying you, provided those modifications will not become effective until your next renewal term. The per-unit pricing during any renewal term may increase by up to 10% above the applicable pricing in the prior term, unless we provide you express, written notice of the rate change 60 or more days prior to the next renewal term, in which event we may increase rates by more than 10%. Renewal of any promotional or one-time priced subscriptions will be at the list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary elsewhere in this Agreement, any renewal in which subscription parameters have decreased from the prior term will result in a re-pricing at renewal without regard to the prior term’s per-unit pricing.
C. Termination by You. You may terminate these Terms at any time by giving us written notice of termination during our normal business hours (such termination to be effective upon the end of the then-current subscription term), but you will be obligated to pay for any unpaid fees for the period up to and including the effective date of termination.
D. Access to User Content. We will have no obligation to retain or provide to you any of your User Content upon or after any termination, and will thereafter dispose of all copies of User Content in our systems unless legally prohibited. We reserve the right to withhold User Content if your account is past due at termination.
E. Suspension, Deactivation, and Termination. Cavalry Consulting may suspend, deactivate, or terminate your Platform account or your use of the Platform, and may terminate these Terms, without notice or liability, if you breach these Terms or any related agreement, if any fees remain unpaid for more than 10 business days following any due date, upon any unauthorized use of your username or password, if you act in an abusive manner, or if you act in a manner inconsistent with applicable laws or regulations. Cavalry Consulting additionally reserves the right, in its sole discretion, to instigate, with notice, appropriate legal actions or proceedings to seek appropriate remedies and/or damages, including but not limited to costs and expenses, and to seek injunctions or other equitable remedies. If we terminate these Terms you will remain obligated to pay us any and all pro rata outstanding unpaid fees.
F. 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 Platform.
8. FEES AND PAYMENT TERMS
You will pay to Cavalry Consulting all fees and amounts payable under these Terms, including all amounts specified during the online order process or described elsewhere on the Services and all such amounts must be remitted through our website except where you are provided with other options. Unless otherwise specified by Cavalry Consulting in writing, recurring fees are due monthly or annually in advance, as applicable, depending on the subscription plan you have selected and any one-time upfront fees are due upon your acceptance of these Terms or, if earlier, your first use of the Platform. All amounts invoiced by Cavalry Consulting are due within 15 days of the date of the invoice.
All payment obligations under these Terms are nonrefundable. Fees are exclusive of any applicable sales taxes and similar charges. You are responsible for any taxes and similar charges imposed as a direct result of the Platform, excluding any taxes on Cavalry Consulting’s net income. Any amounts not paid within 10 business days of its due date will bear late charges equal to the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is less.
A. Confidential Information. “Confidential Information” means all information disclosed in connection with the Platform or these Terms by or on behalf of either party (“Disclosing Party”) to the other party or otherwise obtained by the other party (“Receiving Party”), whether or not identified as “confidential,” that the disclosing party considers or protects as confidential and that should be reasonably understood to be confidential given the content of the information and the circumstances of its disclosure. Confidential Information may be in any form. Confidential Information is solely the property of the Disclosing Party.
B. Exclusions. The Disclosing Party’s Confidential Information does not include information that (i) is or becomes generally available to the public other than as a result of a direct or indirect disclosure by the Receiving Party; (ii) is or becomes available to the Receiving Party from a third-party source not under an obligation of confidentiality to the Disclosing Party; (iii) was lawfully known to the Receiving Party prior to its disclosure by or on behalf of the Disclosing Party; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
C. Nonuse; Nondisclosure. The Receiving Party will not use the Disclosing Party’s Confidential Information for any purpose except as necessary to perform its obligations or exercise its rights under the Agreement. The Receiving Party will not disclose the Disclosing Party’s Confidential Information except to its employees and contractors who have a need to know for purposes of performing the Receiving Party’s obligations or exercising the Receiving Party’s rights under the Agreement, provided those persons are bound by confidentiality obligations as least as stringent as those contained in the Agreement. The Receiving Party will use the same measures to protect the Disclosing Party’s Confidential Information from unauthorized use and disclosure as it uses to protect its own most confidential information, but in no event less than a reasonable degree of care. The Receiving Party will be responsible for any breaches of this section by its employees or contractors. Notwithstanding anything to the contrary in this Section 10, nothing in this Section 10 (i) limits or interferes with Cavalry Consulting’s rights to use User Content as described elsewhere in these Terms nor (ii) expands your rights to use the Platform beyond those rights expressly provided in these Terms. Upon any termination of these Terms or your Platform subscription, you will immediately cease all access to and use of Cavalry Consulting’s Confidential Information and promptly destroy all of Cavalry Consulting’s Confidential Information in your possession, custody, or control.
D. Third-Party Requests. If a third party requests that the Receiving Party disclose the Disclosing Party’s Confidential Information pursuant to a subpoena, summons, search warrant, governmental order, or other lawful process, the Receiving Party will notify the Disclosing Party in writing promptly upon its receipt of the request to the extent permitted by law and will, at the Disclosing Party’s expense, provide cooperation as the Disclosing Party may reasonably request in resisting the release of the Confidential Information. If the Receiving Party remains obligated to release the Confidential Information, the Receiving Party may release the requested Confidential Information, provided it releases only the Confidential Information that the Receiving Party’s legal counsel advises is required to be released in order to comply with the request.
You will indemnify, defend, and hold harmless Cavalry Consulting and its directors, officers, owners, employees, contractors, representatives, consultants, agents, suppliers, and licensors (together, “Cavalry Consulting 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 (a) your access to or use of the Platform, (b) your misuse of downloaded or otherwise obtained information from the Platform, (c) your breach of these Terms, (d) your violation of or noncompliance with applicable laws or regulations, (e) your provision of User Content and information (including personal information) using the Platform, (f) any allegation that you have infringed, misappropriated, or violated the patent, copyright, trademark, trade secret, other intellectual property rights, or other rights of any third party, or (g) your negligence or willful misconduct. We reserve, and you grant to us, the exclusive right to assume the defense and control of any matter subject to indemnification by you.
12. PROJECT MANAGEMENT TOOL ONLY; NO LEGAL ADVICE
You acknowledge and agree that the Platform is solely a project management tool. We do not perform services that require licensure by any government or regulatory agency or authority. Neither the Platform nor Cavalry Consulting reviews agreements or communications between you and any third parties nor any other documents submitted via the Platform for legal sufficiency; perform any cost-benefit analyses; draw legal conclusions; provide legal advice, opinions, or recommendations; nor address or mediate any disputes. Cavalry Consulting is not a provider of legal advice or services. The forms or resources provided by Cavalry Consulting or via the Platform are not a substitute for the advice or services of an attorney or legal consultant.
13. DISCLAIMER OF WARRANTIES
THE PLATFORM IS PROVIDED “AS IS,” “AS AVAILABLE,” AND WITHOUT ANY WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CAVALRY CONSULTING EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE PLATFORM, INCLUDING WITHOUT LIMITATION THOSE REGARDING AVAILABILITY, QUALITY, ACCURACY, MERCHANTABILITY, FITNESS FOR ANY USE OR PURPOSE, QUIET ENJOYMENT, COMPATIBILITY WITH ANY STANDARDS OR USER REQUIREMENTS, TITLE, AND NONINFRINGEMENT, AS WELL AS ANY ARISING BY OPERATION OF LAW OR FROM A COURSE OF DEALING OR USAGE IN TRADE. CAVALRY CONSULTING HAS NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MISDELIVERY, OR FAILURE TO STORE ANY USER COMMUNICATION.
CAVALRY CONSULTING DOES NOT WARRANT OR GUARANTEE THE QUALITY, COMPLETENESS, TIMELINESS, OR AVAILABILITY OF THE PLATFORM. CAVALRY CONSULTING DOES NOT WARRANT OR GUARANTEE THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR FREE, THAT ANY DEFECTS IN THE PLATFORM WILL BE CORRECTED, OR THAT THE PLATFORM OR THE SERVERS THAT MAKE THE PLATFORM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL CONDITIONS OR COMPONENTS. CAVALRY CONSULTING IS NOT RESPONSIBLE FOR ANY TYPOGRAPHICAL ERRORS ON THE PLATFORM.
WE DO NOT GUARANTEE THE ACQUISITION OF ANY BUSINESS OR HIGHER LIKELIHOOD OF SECURING CONTRACTS, NOR DO WE CONNECT USERS WITH THOSE SEEKING BIDS. COMPANY DOES NOT WARRANT THAT THE PLATFORM WILL ALLOW YOU TO COMPLY OR ENSURE YOUR COMPLIANCE WITH ANY REGULATORY PROGRAMS OR APPLICABLE LAWS OR REGULATIONS.
WE DO NOT WARRANT OR ENDORSE ANY USER DATA. ALL USER DATA IS SOLELY THE RESPONSIBILITY OF THE PERSON WHO PROVIDED THAT USER DATA. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS WITH OTHER PLATFORM USERS. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM, INCLUDING IF YOU DECIDE TO MEET OFFLINE OR IN PERSON, REGARDLESS OF WHETHER SUCH MEETINGS ARE ORGANIZED THROUGH THE PLATFORM.
YOU ACKNOWLEDGE AND AGREE THAT THE PLATFORM MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF TELECOMMUNICATIONS, THE INTERNET, WIRELESS NETWORKS, AND ELECTRONIC COMMUNICATIONS. CAVALRY CONSULTING IS NOT RESPONSIBLE FOR ANY DELAYS, INACCURACIES, DELIVERY FAILURES, OR OTHER FAILURES OR DAMAGE RESULTING FROM THOSE PROBLEMS OR ANY OTHER PROBLEMS OUTSIDE OF CAVALRY CONSULTING’S REASONABLE AND DIRECT CONTROL, INCLUDING WITHOUT LIMITATION TELECOMMUNICATIONS SERVICES, THE INTERNET, YOUR WIRELESS NETWORKS, AND ANY THIRD-PARTY SOFTWARE.
YOUR USE OF THE PLATFORM 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 PLATFORM, AND ANY OTHER DAMAGE THAT MAY BE INCURRED.
CAVALRY CONSULTING MAKES NO REPRESENTATION THAT THE TOOLS ARE APPROPRIATE OR AVAILABLE FOR USE IN LOCATIONS OTHER THAN THE UNITED STATES.
NO ADVICE OR INFORMATION, ORAL OR WRITTEN, OBTAINED IN ANY MANNER FROM THE TOOLS CREATES ANY WARRANTY.
14. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE CAVALRY CONSULTING PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL LOSSES OR DAMAGES, FOR ANY LOSS OF DATA, BUSINESS, OR REVENUE, NOR FOR ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THESE TERMS (INCLUDING YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE PLATFORM), WHETHER THE CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, OR OTHERWISE, AND EVEN IF A CAVALRY CONSULTING PARTY HAS EXPRESS KNOWLEDGE OF THE POSSIBILITY OF THE LOSS OR DAMAGE.
ADDITIONALLY, THE CAVALRY CONSULTING AND USER’S MAXIMUM AGGREGATE LIABILITY IN CONNECTION WITH THE PLATFORM OR THESE TERMS ARISING OUT OF ANY CLAIM WHATSOEVER, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY YOU TO CAVALRY CONSULTING UNDER THESE TERMS DURING THE SIX (6)-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE SUCH CLAIM AROSE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY ABOVE OR ELSEWHERE IN THESE TERMS, IN NO EVENT WILL THE CAVALRY CONSULTING PARTIES BE LIABLE FOR LOSSES OR DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIRD-PARTY SOFTWARE OR MATERIALS, INCLUDING YOUR ACCESS TO OR USE THEREOF.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES OR LIABILITIES, SO SOME OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
15. FREE TRIALS
If you have subscribed to a free trial of the Platform, we may terminate these Terms and your Platform account at any time in our sole discretion, with or without cause, without any notice or liability.
IT IS SOLELY YOUR RESPONSIBILITY TO EXPORT ANY USER CONTENT YOU HAVE PROVIDED PRIOR TO THE TERMINATION OF YOUR ACCESS TO ANY FREE TRIAL. ANY USER CONTENT YOU PROVIDE DURING A FREE TRIAL WILL BE PERMANENTLY LOST AT THE CONCLUSION OF THE FREE TRIAL (OR, IF EARLIER, UPON ANY TERMINATION OF THESE TERMS) UNLESS YOU PURCHASE A SUBSCRIPTION TO, AT THE MINIMUM, THE SAME PLATFORM SERVICES AS THOSE COVERED BY THE TRIAL.
16. BETA SERVICES
Cavalry Consulting may make Beta Services available to you from time to time, where “Beta Services” means features, products, or services that are related to or part of the Platform and are designated as beta, pilot, limited release, developer preview, nonproduction, evaluation, or similar description. As used in these Terms, the “Platform” includes all Beta Services. Beta Services may be subject to Additional Terms. Unless otherwise specified by Cavalry Consulting in writing or on the Platform, the subscription period for any Beta Services (including your right to access and use those Beta Services under these Terms) will expire one year after your first access to the Beta Service or, if earlier, the date on which we make those Beta Services generally available to our subscribers. We may, at any time and in our sole discretion, without liability or notice to you, discontinue Beta Services.
17. FORCE MAJEURE
Cavalry Consulting will not be liable to you or to any third party for any delay or other failure to perform under these Terms that is due to causes beyond Cavalry Consulting’s control, including without limitation acts of God, terrorism, civil disorders, labor controversy, riot, acts of a public enemy, acts of the United States of America or any state, territory or political division thereof, fires, floods, earthquakes, blizzards, other extraordinary elements of nature, telecommunications failures, Internet failures, and similar causes and events.
18. THIRD-PARTY WEBSITES AND SERVICES
The Platform may link to, or be linked to, websites and services not maintained or controlled by Cavalry Consulting. Those links are provided as a convenience and Cavalry Consulting is not responsible for examining or evaluating the content or accuracy of, and does not warrant or endorse, any third-party website or services or any products or services made available through those websites or services. Please take care when leaving the Platform to visit a third-party website or service.
19. GOVERNING LAW AND DISPUTE RESOLUTION
These Terms are governed by the laws of the state of Washington, without regard for its conflict of law principles, and, to the extent applicable, the federal laws of the United States.
Each party will, prior to initiating a legal proceeding under the Agreement, consult with the other party regarding any claim, controversy, or dispute arising under the Agreement (“Disputes”) and will, in good faith, negotiate with the other party in an attempt to resolve the Dispute on an amicable basis for a period of 10 days. If the parties fail to resolve the Dispute during that 10-day period, the Dispute will immediately be referred to and will be resolved by non-binding mediation. Within 15 days following the written request of a party to the other to initiate mediation, the parties will jointly select a mediator. The parties will then engage in mediation. The place of mediation will be King County, Washington, unless otherwise agreed to in writing by all parties to the mediation. If the Dispute is not resolved by mediation within 90 days following the commencement thereof, then the Dispute will be resolved by binding arbitration on an individual basis as described in the following section.
However, notwithstanding the foregoing nor the following section on arbitration, in the event of any actual, alleged, or threatened violation of confidentiality or violation of Cavalry Consulting’s intellectual property or other proprietary rights, Cavalry Consulting may immediately resort to court proceedings in a court of competent jurisdiction to seek immediate injunctive relief and to do so without posting bond, proving damages, or meeting any similar requirement. Venue is exclusively in the state or federal courts, as applicable, located in King County, Washington, with respect to any dispute arising under the Agreement. You hereby waive any objection to personal jurisdiction or improper venue in those courts, as well as any right to assert forum non conveniens. The prevailing party in any court proceedings between the parties will be entitled to recovery of its reasonable attorneys’ fees and court costs. No institution of any action for injunctive relief will constitute a waiver of the right or obligation of either party to submit any claim seeking relief other than injunctive relief to mediation or arbitration.
20. ARBITRATION AGREEMENT; CLASS WAIVER; WAIVER OF TRIAL BY JURY
A. Applicability. Any Dispute that is not resolved by consultation or mediation as described above will be resolved by binding arbitration on an individual basis as described in this section (this “Arbitration Agreement”). Please read the following paragraphs carefully because they require you to arbitrate disputes with Cavalry Consulting and limit the manner in which you can seek relief from us. This Arbitration Agreement applies to you, all Cavalry Consulting Parties, their respective predecessors in interest, successors in interest, and assigns, and all authorized and unauthorized users of the Platform.
B. Arbitrator. Arbitration proceedings will be administered by the American Arbitration Association (“AAA”) before a three-arbitrator panel. Each party will appoint one arbitrator and those two arbitrators will, together, agree upon a third arbitrator. The decision of the panel will be final and binding. Any final award or judgment may be filed and enforced in any court of competent jurisdiction. The prevailing party will bear all costs of arbitration, including all attorneys’ fees. Any arbitration proceeding cannot be consolidated or joined with any other proceeding and will not proceed as a class action. The parties understand that they would have had a right or opportunity to litigate Disputes through a court, to have a judge or jury decide their case, and to participate in a class action or other proceeding involving multiple claimants, but they have instead chosen to have all Disputes decided through individual arbitration.
C. Place; Federal Arbitration Act. The place of arbitration will be King County, Washington, unless otherwise agreed to in writing by all parties to the arbitration. This Arbitration Agreement evidences a transaction involving interstate commerce and the Federal Arbitration Act, 9 U.S.C. Sections 1-16, will govern the interpretation, enforcement, and proceedings pursuant to this Arbitration Agreement.
D. Confidentiality. Any and all actions taken under this Arbitration Agreement, including all filings, orders, judgments, and awards made in any arbitration proceeding, are confidential and must not be disclosed to any third party.
Except as otherwise specified in these terms, all notices, consents, and other communications permitted or required to be given under the Agreement 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 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 to the email address for your organization on file with Cavalry Consulting. Where Cavalry Consulting is the recipient, a copy of each communication must be sent to email@example.com in order to be valid.
Please print or otherwise save a copy of these Terms and all notices, consents, and other communications for your reference.
22. USE OF MARKS
Neither party may, without the other party’s prior written consent, use the names, logos, trademarks, or service marks of the other party, except that Cavalry Consulting may identify you as a customer in Cavalry Consulting’s marketing materials and sales presentations and on Cavalry Consulting’s customer lists. Prohibited uses and disclosures by you include advertising and marketing materials, publications, sales presentations, press releases, and public announcements.
A. Relationship of the Parties. Cavalry Consulting is an independent contractor. The Agreement does not create any agency, partnership, joint venture relationship, other form of joint enterprise, employment, or fiduciary relationship between the parties, their affiliates, or their respective employees, contractors, or agents. Neither party has any authority to contract for or bind the other party in any manner or make any representation or commitment on behalf of the other party.
B. Audit. Upon reasonable prior written notice and in a manner that does not unreasonably disrupt your day-to-day operations, Cavalry Consulting and its designated representatives may, at Cavalry Consulting’s expense, audit, examine, and make copies of data and other information in the possession or control of you that relate to or concern your compliance with the Agreement.
C. Assignment. You will not assign or transfer these Terms or any of your rights or obligations under these Terms, whether by operation of law or otherwise, without Cavalry Consulting’s prior written consent, such consent not to be unreasonably withheld. Any attempted assignment by Licensee will be void. Cavalry Consulting may assign these Terms and any of its rights or obligations under these Terms at any time to any party without your consent. Subject to the foregoing, the Agreement is binding upon and inures to the benefit of the parties’ respective successors and assigns.
D. No Third-Party Beneficiaries. These Terms do not confer any rights, remedies, or benefits upon any person other than you and Cavalry Consulting.
F. Interpretation. If any term of the Agreement is held to be invalid or unenforceable in any jurisdiction, that term will be ineffective in that jurisdiction to the extent of the invalidity or unenforceability, without invalidating any other term of the Agreement. The headings in these Terms are for convenience only and will not affect the construction or interpretation of these Terms.
24. CONTACT US.
If you have any questions or comments regarding these Terms, please contact us at:
Cavalry Consulting, LLC
Attn: Legal Department
1700 Westlake Ave. N. #200,
Seattle, WA 98109-6212
Last Updated: September 6, 2021
Information We Collect and How We Collect It
The information we collect generally falls into the following categories:
- Information voluntarily provided to us, for example, your name, your contact information, payment information, and user-generated content.
- Information collected through use of the Services, for example, data collected by the servers used to operate the Services (such as IP addresses), location information, and data collected by cookies.
Information You Submit
We will collect any and all information that you choose to submit to us through using, or in connection with the Services, including, without limitation, the types of information described below.
Account and Administrative Information. To activate or sign up for an account on the Services you will need to provide your name, email address, and, where applicable, payment information. You may have the option of populating your Service account with or be required to submit other types of information. Any such information that you choose to submit will be collected by Cavalry Consulting.
Payment Information. Payments for access to and use of the Services made through our website must be made by credit or debit card or, where the options are provided, by ACH or check. All credit and debit card information and other payment information (e.g., bank account numbers) is provided directly to our applicable PCI-compliant third-party payment processor. Cavalry Consulting does not directly access, handle, or store your credit or debit card information (except that we may store the last four digits of your credit or debit card number to assist our payment processor with recurring payments), but we will maintain a record of the payments you make through our website. To submit payment through our website via credit or debit card, you will need to provide your name and your credit or debit card type, number, expiration date, and security code. You may also be required to provide your billing address. Our payment processors may use Collected Information as described in their respective privacy policies.
User-Generated Content. We will collect all data, information, messages, documents, and other content that are entered into, submitted to, uploaded to, transmitted using, or otherwise provided via the Services by you or on your behalf (e.g., legal documents, templates, and business contact information). You are responsible for any and all such content. You understand and acknowledge that certain features of the Services may allow or require content you provide to be made available to other Service users and that, accordingly, those other users may be able to access and use that content. For example, other Service users at your company or organization may be able to view and download documents that you have uploaded to the Services. You understand that, even after removal, user-generated content you have provided may remain viewable to and may have been copied or stored by other users of the Services. For more information on user-generated content and how it’s used and disclosed, please review our Terms of Service.
Marketing Communications. If you sign up or otherwise opt in to receive updates, promotional communications, surveys, or related materials from us, you will need to provide your email address. We will use this information to provide you with promotional and other electronic communications. You may opt out of receiving promotional emails from us at any time by following the unsubscribe instructions in the applicable email. We may use third-party email providers to deliver these communications to you.
Other Information We Collect
As you navigate and use the Services, certain information can be passively collected—that is, gathered without the user actively providing the information—using various technologies. We passively collect a variety of types of information in a variety of ways, including:
Account Activity. We will collect data about how you use the Services and your account, for example, the Service features you choose to use, how much time you spend using those features, search parameters, and which users you choose to share materials with (if applicable).
IP Addresses and Related Data. The servers used to operate and provide the Services may collect data pertaining to you and the equipment, software, and communication methods you use to access the Internet and the Services, including Internet protocol (“IP”) addresses assigned to the computers and other devices from where you access the Internet, your Internet Services provider (ISP), your device ID number, your media access control (MAC) address, your operating system, your computer screen resolution, your web browser type, the pages you access on the Services, the websites you access before and after visiting the Services, the length of time you spend on the Services, date and time stamps, clickstream data, your approximate geographic location, performance statistics, and usage data. Cavalry Consulting may use this information to administer the Services and its servers, to generate statistical information, to monitor and analyze Service traffic and usage patterns, to monitor and help prevent fraud, to investigate complaints and violations of our policies, and to improve the Services’ content. We may combine this information with other Collected Information (including personal information) and information obtained from third parties for security reasons and to protect our rights or the rights of others. The suppliers that we use to provide the Services may collect information about your visits to the Services and other websites. Some of this information may be collected using cookies and similar tracking technologies as explained below under “Cookies and Tracking Technologies.”
Location Information. In addition to the approximate geographic location information collected as discussed above, we may, with your consent, access more specific location information to enhance the user experience, increase the usefulness of the Services, and determine what services are available in your area. This includes both geographical location information that you input using the Services (e.g., when you enter a physical address) and, as applicable, geographical location information collected by device-based location services (including GPS data). You may choose to allow us to access your location by granting the Services access to your location when prompted or through your device’s location services settings.
Analytics. The Services may use third-party analytics tools (e.g., Google Analytics) to collect and process data about your use of the Services, including when you visit the Services, URLs of the websites that you visit prior to visiting the Services and when you visit those websites, and IP addresses assigned to the devices from where you access the Internet. Our analytics providers may set and read cookies to collect this data and your web browser will automatically send data collected by those cookies to our analytics providers. Our analytics providers use this data to provide us with reports that we will use to improve the Services’ structure and content.
The Services may use both cookies that we implement and cookies implemented by our suppliers and other third parties. “First-party” cookies allow your browser to talk to the actual website that you are visiting, whereas “third-party” cookies allow your browser to talk to third-party websites, such as the source of an ad that appears on the website you are visiting or a third-party analytics provider.
Most browsers automatically accept cookies. Browsers generally also allow users to manage cookies in the browser’s settings. For example, a browser may allow you to reject cookies from certain websites, reject certain types of cookies regardless of the website, reject or disable all cookies from all websites, and/or delete cookies stored previously. Some browsers also give you the option of being notified every time a cookie is sent to your browser by a website. You can disable or limit cookies but doing so may impact your use and enjoyment of the Services and other websites. For example, the Services may not be able to be personalized for you, may no longer capture or remember your preferences or other choices you have made on the Services in the past, and may not remember your name or contact information.
The types of information collected by a cookie and the purposes for which that information is used depends on the type of cookie. By way of illustration, the types of information collected by the Services’ cookies and the purposes for which that information are used are described below. We may also combine information collected by cookies with other Collected Information.
- Operationally necessary cookies (also called essential cookies). These are cookies that are required for the operation of the Services. For example, these cookies are required to identify irregular website behavior, prevent fraudulent activity, and improve security. They also allow users of the Services to make use of its functions. Without these cookies, services that you have requested cannot be provided.
- Functional cookies. These cookies allow us to offer you enhanced functionality when accessing or using the Services. This may include to remembering choices you make, for example, remembering your preferences or settings, remembering if you reacted to something on or through the Services so that you are not asked to react to it again, and remembering if you have used any feature of the Services before. If functional cookies are disabled, various functions of the Services may be unavailable to you or may not work the way you want them to.
- Performance cookies (also called analytical cookies). These cookies assess the performance of the Services, including as part of our analytic practices to help us understand how visitors use and interact with the Services, for example, which pages on our websites users visit most often. These cookies also enable us to personalize content and remember your preferences. These cookies help us improve the way our websites work and provide a better, personalized user experience.
A cookie can either be a “session” cookie or a “persistent” cookie. Session cookies exist only for so long as you are visiting the applicable website. Session cookies are typically deleted or removed when you exit or quit your browser application. Persistent cookies exist for a set period of time, for example, six months or one year. Each time you visit a website that has implemented a persistent cookie, that cookie will remain active until its predetermined expiration date. You can also manually delete persistent cookies as discussed above.
The Services may also use the following types of tracking technologies: web beacons (also called clear GIFs), flash cookies, and pixels (also called pixel tags). Web beacons are tiny graphics with unique identifiers that functions similar to how cookies function but, in contrast to cookies, web beacons are embedded invisibly on websites. Flash cookies collect and store information about your use of a website and are commonly used for advertisements and videos. Pixel tags can be placed on websites or within emails to track your interactions with those websites and when emails are opened.
How We Respond to Do-Not-Track Signals. Due to the automatic collection of data using cookies as described above, we do not honor “do not track” requests. For this reason, your selection of the “Do Not Track” option provided by your browser may not have any effect on our collection of information using cookies and tracking technologies.
Information from Other Sources. We may obtain data about users of our Services from various third-party companies and public sources and we may combine that data with Collected Information, in each case to the extent permitted by law. This enhances our existing information about our users and customers.
How We Use and Disclose Collected Information
Promotional Communications. Cavalry Consulting may use Collected Information to send you promotional communications about our products and services to the extent permitted by applicable law. In order to provide you with a personalized experience, these communications may be tailored to your preferences based on, for example, inferences we make using your visits to the Services or the links you click on in Cavalry Consulting emails. You may opt out of receiving promotional communications from us at any time by following the unsubscribe instructions contained in the email, where applicable, or by contacting us using the contact information provided below under “Contact Us.” Note that, even if you opt out of receiving promotional communications from Cavalry Consulting, you may still receive administrative communications from us with respect to the Services.
Evaluation and Improvement of Our Services. We may use and disclose Collected Information to analyze, develop, and improve the content, materials, products, and services that we provide; to inform marketing and communication plans and strategies; to understand use demographics and preferences; to analyze the effectiveness of the Services; and to evaluate user needs and customize Service content and users’ experience.
Lawful Processes. We may use Collected Information and share it with third parties as required or permitted in accordance with subpoenas, court orders, law enforcement requests, governmental agency requests, and other legal processes. Prior to third party disclosure, user will be notified of the requested disclosure and the party disclosing the information will comply with non-disclosing party’s reasonable requests.
Security and Protection of Rights. We may use Collected Information and share it with third parties if doing so is necessary to protect our rights or the rights of others, including to enforce or bring legal action in the event of a violation of our agreements, policies, or legal rights.
How Long We Retain Personal Information
For personal information that we process on behalf of our customers, we will retain that personal information in accordance with the terms of our agreement with them, subject to applicable law.
Choices and Access
We give you choices regarding our use and disclosure of your personal information. To access or update your personal information as it exists in our records, please contact us using the contact information below under “Contact Us.”
The Platform is built and hosted on the Salesforce Platform. For more information on Saleforce’s cybersecurity measures, visit Salesforce Security.
Cavalry Consulting does not guarantee that loss, misuse, or alteration of information collected through the Services will not occur, but we have implemented appropriate technical and organizational security measures in place to help protect against the loss, misuse, and alteration of information under our control. The storage and communication of information can never be completely secure, so we do not guarantee that communications or other information that you submit or that are otherwise provided to us through the Services will be completely secure.
Protecting your password is the most important way to keep your account secure.
Access by Children
The Services are not directed at children under 13 years of age. Cavalry Consulting does not knowingly collect or use information from children under 13 through the Services.
Third-Party Websites and Services
Storage of Information in the United States
Your personal information and other Collected Information will be stored and processed in the United States, where our or our suppliers’ servers, databases, or facilities are located or operated. If you access the Services from outside of the United States, you specifically acknowledge and agree that information will be transferred to the United States and that the United States’ data protection and related laws, regulations, and rules may be different, and may require a lower standard of protection, than those of the jurisdiction from where you access the Services.