AGREEMENT TO OUR LEGAL TERMS

We are Chesapeake Environmental Management Inc., doing business as America’s Commerce Corps (“Company,” “we,” “us,” “our“), a company registered in Maryland, United States at 42 N. Main Street, Bel Air, MD 21014.

We operate the website https://www.americascommercecorps.org (the “Site“), as well as any other related products and services that refer or link to these legal terms (the “Legal Terms“) (collectively, the “Services“).

These Legal Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you“), and Chesapeake Environmental Management Inc., concerning your access to and use of the Services. You agree that by accessing the Services, you have read, understood, and agreed to be bound by all of these Legal Terms. IF YOU DO NOT AGREE WITH ALL OF THESE LEGAL TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Services from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Legal Terms at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Legal Terms, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Legal Terms to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Legal Terms by your continued use of the Services after the date such revised Legal Terms are posted.

The Services are intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Services.

We recommend that you print a copy of these Legal Terms for your records.

PRIVACY POLICY

We care about data privacy and security. Please refer to our Privacy Policy on our Site for information on how we collect, use and disclose information from our users. You acknowledge and agree that your use of the Services is subject to our Privacy Policy. Please be advised the Services are hosted in the United States. If you access the Services from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through continued use of the Services, you are transferring your data to the United States, and you expressly consent to have your data transferred to and processed in the United States.

INTELLECTUAL PROPERTY RIGHTS

Our Intellectual Property

We are the owner or the licensee of all intellectual property rights in the Services, including all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in the Services (collectively, the “Content“), as well as the trademarks, service marks, and logos contained therein (the “Marks“).

The Content and Marks are protected by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties in the United States and around the world.

The Content and Marks are provided in or through the Services “AS IS” for your internal business or personal purpose only.

If you wish to make any use of the Services, Content, or Marks other than as set out in this section or elsewhere in our Legal Terms, please address your request to: info@americascommercecorps.org. If we ever grant you the permission to post, reproduce, or publicly display any part of the Services, you must identify us as the owners or licensors of the Services, Content, or Marks and ensure that any copyright, trademark or other proprietary notice appears or is visible on posting, reproducing, or displaying our Content or Marks.

We reserve all rights not expressly granted to you in and to the Services, Content, and Marks.

Any breach of these Intellectual Property Rights will constitute a material breach of our Legal Terms and your right to use the Services, Content or Marks will terminate immediately.

Your Use of Our Content

Subject to your compliance with these Legal Terms, including the “PROHIBITED ACTIVITIES” section below, we grant you a non-exclusive, non-transferable, revocable license to access the Services; and download or print a copy of any portion of the Content to which you have properly gained access.

Except as set out in this section or elsewhere in the Legal Terms, no part of the Content may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

Purchasers of the Sprocket® business assessment are granted a limited, non-exclusive, non-transferable, non-sublicenseable license to download, view, copy and share their assessment reports for their internal business purpose only, but are granted no rights to aggregate, republish, upload, post, publicly display, encode, translate, transmit, sell, license, or otherwise exploit the content of their reports for any commercial purpose whatsoever, without our express prior written permission.

Your Use of Our Marks

Subject to your compliance with these Legal Terms, including the “PROHIBITED ACTIVITIES” section below, we grant you a non-exclusive, non-transferable, revocable license to access the Services; and download or print a copy of any portion of the Marks to which you have properly gained access.

Except as set out in this section or elsewhere in our Legal Terms, no part of the Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

Partners, Supporters and Sponsors are granted a limited, non-exclusive, non-transferable, non-sublicenseable license to copy, reproduce, upload, post, or publicly display the America’s Commerce Corp and Sprocket Marks, but are granted no rights to aggregate, republish, encode, translate, sell, license, or otherwise exploit for any commercial purpose whatsoever, without our express prior written permission.

Our Use of Your Content

Any data made available by you through your use of the Services, or any question, comment, suggestion, idea, feedback sent directly to us by you, or indirectly posted to social media or your website by you is considered user content (“User Content”). You hereby grant to Company a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free sublicensable and transferable, perpetual license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon, distribute, publicly display User Content, for any lawful purpose, commercial or otherwise. Company will not sell any User Content for marketing or any other purpose.

You are solely liable and responsible for the accuracy and correctness of any User Content input by you for use of the Services. Company is not liable for damages or liability resulting from incorrect or insufficient User Content you input or provide to us for input for use in the Services.

You acknowledge and agree that you are solely responsible for User Content that is distributed or accessible through our Services. Company is not responsible or liable for any User Content. In particular, you  represent and warrant that no User Content distributed through our Services in any manner: (1) violates any applicable, local, state, national, regional or international law, statute, ordinance or regulation; (2) is illegal, criminal, deceptive, fraudulent or any other action that is unlawful, harmful, threatening, abusive, harassing, tortious, violent, defamatory, vulgar, obscene, invasive of others privacy, hateful racially, ethnically or otherwise objectionable; (3) adversely or negatively, even potentially, affects or reflects Company’s name, reputation or goodwill.

PROHIBITED ACTIVITIES

You may not access or use the Services for any purpose other than that for which we make the Services available. The Services may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

As a user of the Services, you agree not to:

Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.

Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.

Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Services and/or the Content contained therein.

Disparage, tarnish, or otherwise harm, in our opinion, the Company and/or the Services.

Use any information obtained from the Services to harass, abuse, or harm another person.

Make improper use of our support services or submit false reports of abuse or misconduct.

Use the Services in a manner inconsistent with any applicable laws or regulations.

Engage in unauthorized framing of or linking to the Services.

Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services.

Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.

Delete the copyright or other proprietary rights notice from any Content or Marks.

Attempt to impersonate another user or person or use the username of another user.

Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).

Interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services.

Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you.

Attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services.

Copy or adapt the Services’ software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.

Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software or routines comprising or in any way making up a part of the Services.

Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Services, or use or launch any unauthorized script or other software.

Use a buying agent or purchasing agent to make purchases on the Services.

Make any unauthorized use of the Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.

Use the Services as part of any effort to compete with us or otherwise use the Services and/or the Content for any revenue-generating endeavor or commercial enterprise other than as allowed in the Services.

Use the Services to advertise or offer to sell goods and services other than as allowed in the Services.

Sell or otherwise transfer your profile.

USER REPRESENTATIONS

By using our Services, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Legal Terms; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access the Services through automated or non-human means, whether through a bot, script or otherwise; (6) you will not use the Services for any illegal or unauthorized purpose; and (7) your use of the Services will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).

USER REGISTRATION

You may be required to register to use the Services. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

CONFIDENTIALITY

The use of the Services may require the sharing of the information by either you or us (individually, a “Party” and collectively, the “Parties”), whether in written, oral, electronic or other form, and which (1) is explicitly marked as confidential or proprietary, or (2) should be reasonably considered confidential or is traditionally recognized to be of a confidential nature, regardless of whether or not it is expressly marked as confidential, including but not limited to all materials, papers, databases, drawings, diagrams, calculations, figures, procedures, processes, business methodologies, contracts, financial, technical, and legal information, budgets, sales marketing, public relations, advertising and commerce plans, ideas, strategies, projections, business plans, strategic expansion plans, products, and product designs (the “Confidential Information”).

Each Party shall treat as confidential and keep secret all Confidential Information relating to the other Party and shall not disclose it to any third party, other than its employees, advisors, agents or consultants where such disclosure is necessary for the performance of the Services and provided that they are bound by confidentiality obligations at least as strict as those provided herein, any Confidential Information learned during the negotiation and performance of the Services. Confidential Information disclosed shall not be used by the recipient thereof for any purpose other than as required for the performance of its obligations under the Services.

The Parties shall take sufficient measures to maintain confidentiality of all Confidential Information. The Parties in particular agree that they (1) shall not copy or otherwise exploit any component of the Confidential Information other than as provided herein, nor make any disclosures with reference thereto to any third party; (2) shall ensure that all copies of the Confidential Information contain a permanently legible reproduction of the other Party’s copyright and/or trademark notices and a confidentiality notice; and (3) shall promptly notify the other Party if it becomes aware of any breach of confidence and give the other Party all reasonable assistance in connection with the same.

The provisions of this section shall not apply to any Confidential Information which (1) is published or comes into the public domain other that by a breach of the Legal Terms; (2) can be proven to have been known by the receiving Party before disclosure by the disclosing Party; (3) is lawfully obtained from a third party that is not bound by a duty of confidentiality; or (4) can be shown to have been created by the receiving Party independently of the disclosure and other than as part of the Services.

If and to the extent required in accordance with a judicial or other governmental order, the receiving Party may disclose Confidential Information, provided that the receiving Party (1) gives the disclosing Party reasonable notice prior to seeking a protective order or equivalent, unless the receiving Party is legally prohibited from doing so; (2) reasonably cooperates with the disclosing Party in its reasonable efforts to obtain a protective order or other appropriate remedy; (3) discloses only that portion of the Confidential Information that is legally required to disclose; and (4) uses reasonable efforts to obtain reliable written assurances from the applicable judicial or governmental entity that it will afford the Confidential Information the highest level of protection available under applicable law or regulation.

PURCHASES

Fees

Company offers Services that you can purchase as annual or lifetime subscriptions (“Subscriptions”) and that you purchase once (“Products”). A description of features associated with Subscriptions and Products is available on the Site. When you purchase a Subscription or a Product (each a “Transaction”), we may ask you to supply additional information relevant to your Transaction, such as your credit card number, the expiration of your credit card and your address(es) for billing and delivery (“Payment Information”). You represent and warrant that you have the legal right to use all payment method(s) represented by such Payment Information. The amounts due and payable by you for a Transaction through the Services will be presented to you before you place your order. If you choose to initiate a Transaction via the Services, you authorize us to provide Payment Information to third-party service providers so we can complete your Transaction and agree: (1) to pay the applicable fees and any taxes; (2) that Company may charge your credit card or third-party payment processing account, for verification, pre-authorization and payment purposes; and (3) to bear any additional charges that your bank or other financial service provider may levy on you as well as any taxes or fees that may apply to your order. You will receive a confirmation email after we confirm the payment for your order. Your order is not binding on Company until accepted and confirmed by Company. All payments made are non-refundable and non-transferable except as expressly provided in these Terms.

If you have any concerns or objections regarding charges, you agree to raise them with us first and you agree not to cancel or reject any credit card or third-party payment processing charges unless you have made a reasonable attempt at resolving the matter directly with us.

Company reserves the right to not process or to cancel your order in certain circumstances, for example, if your credit card is declined, if we suspect the request or order is fraudulent, or in other circumstances Company deems appropriate in its sole discretion. Company also reserves the right, in its sole discretion, to take steps to verify your identity in connection with your order. You may need to provide additional information to verify your identity before completing your Transaction (such information is included with the definition of Payment Information). Company will either not charge you or refund the charges for orders we that we do not process or cancel.

Please be aware that prices and availability are subject to change without prior notice. Company makes every effort to ensure the accuracy of the information on the Site and correct any errors discovered. Be advised that Company reserves the right to revoke any stated offer to correct any errors, inaccuracies, or omissions, including after an order has been submitted, after it has been confirmed, or after your credit card has been charged.

Cancellation and Refunds

All Subscriptions and Products are non-refundable. You can cancel an annual Subscription at any time by contacting us using the contact information provided in the “Contact Us” section below. Your cancellation will take effect at the end of the current paid annual subscription term. If you chose the option to make monthly payments on your annual subscription, monthly charges will continue until the end of the current subscription term.

When Fees are Charged

All fees are payable and charged: (1) at the time you place your order for a one-off purchase (Product, Lifetime Subscription); and (2) at the beginning of any annual Subscription and for an additional year at the expiration of the expiring Subscription period until you cancel it; and (3) at the beginning of each month for any annual Subscription, if choosing the monthly payment option, and each month for an additional year at the expiration of the expiring Subscription period until you cancel it, using the Payment information you have provided. You must cancel your annual Subscription before it renews to avoid the billing of fees for the next Subscription period. You can cancel your Subscription at any time by emailing us at info@americascommercecorps.org. You will not receive a refund for the fees you already paid or due for your current Subscription period, and you will continue to receive the Services ordered until the end of your current annual Subscription period.

As a convenience, we may allow yearly subscribers to pay their annual subscription fee in 12 monthly installments, plus an optional service fee, but this does not imply that the subscription is a monthly subscription.

Authorized Users

The number of employees, contractors or volunteers in your organization who are granted access to the Services (“the Authorized Users”) is strictly limited to one unless we grant permission for additional Authorized Users for you at additional cost.

Changes to Fees

Company reserves the right to change its fees for Subscriptions and Products at any time. For Subscriptions, Company will notify you in advance of such changes becoming effective. Changes to the Subscription fees will not apply retroactively and will only apply to Subscription renewals after such changed fee have been communicated to you. If you do not agree with the changes to Company’s Subscription fees then you may choose not to renew your Subscription in accordance with the section “When Fees Are Charged” above.

Future Functionality

You agree that your purchases are not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by Company regarding future functionality or features.

USER GENERATED CONTRIBUTIONS

Based on your Subscription or Product purchase we may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Services, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, logos, website links or other information or other material (collectively, “Contributions“). Contributions may be viewable by other users of the Services and through third-party websites. As such, any Contributions you transmit may be treated in accordance with our Privacy Policy. When you create or make available any Contributions, you thereby represent and warrant the following.

The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.

You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Services, and other users of the Services to use your Contributions in any manner contemplated by the Services and these Legal Terms.

You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Services and these Legal Terms.

Your Contributions are not false, inaccurate, or misleading.

Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.

Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).

Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.

Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.

Your Contributions do not violate any applicable law, regulation, or rule.

Your Contributions do not violate the privacy or publicity rights of any third party.

Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.

Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.

Your Contributions do not otherwise violate, or link to material that violates, any provision of these Legal Terms, or any applicable law or regulation.

Any use of the Services in violation of the foregoing violates these Legal Terms and may result in, among other things, termination or suspension of your rights to use the Services.

CONTRIBUTION LICENSE

You agree that we may access, store, process, and use any information and personal data that you provide following the terms of our Privacy Policy and your choices (including settings).

By submitting suggestions or other feedback regarding the Services, you agree that we can use and share such feedback for any purpose without compensation to you.

We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area of the Services. You are solely responsible for your Contributions to the Services and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.

You are solely responsible for the quality of all photos and graphics and we are not responsible for the quality of their appearance in the Services. Wherever a logo is to appear in the Services, but is not provided, we will use the America’s Commerce Corps logo instead.

Please be aware that if your website is not encrypted with an SSL certification (HTTP website, and not an HTTPS), it may not display in the Services.

THIRD-PARTY WEBSITES AND CONTENT

The Services may contain (or you may be sent via the Services) links to other websites (“Third-Party Websites“) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties (“Third-Party Content“). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Services or any Third-Party Content posted on, available through, or installed from the Services, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Services and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Legal Terms no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Services or relating to any applications you use or install from the Services. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us blameless from any harm caused by your purchase of such products or services. Additionally, you shall hold us blameless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.

THIRD-PARTY COMPONENTS AND HOSTING

You acknowledge and agree use of the Services to the fullest extent requires appropriate hardware, networks, operating systems, data transmittal lines with appropriate communication applications and environments.

The Services will be hosted in the data centers of Esri® or other such provider of hosting services we might contract with in the future (“the Hosting Partner”). You represent and warrant that you accept the applicable terms and conditions of the Hosting Partner that will be made available by us or the Hosting Provider (as applicable) to you.  The current version of the applicable terms and conditions can be found on https://www.esri.com/en-us/privacy/privacy-statements/privacy-supplement. You acknowledge and agree that the Hosting Partner retains the right to unilaterally change any such terms and conditions. Unless expressly otherwise stated in the Legal Terms, the hosting services shall be solely governed by the applicable Hosting Partner terms and conditions and (without limitation) any warranties, indemnification and maintenance support provided hereunder by us in respect of the Services shall not apply in respect of such hosting services.

Company does not give any direct, indirect, explicit or implicit warranty whatsoever to provide uninterrupted availability of the Services. In no event shall Company be responsible and/or held liable for any downtime that is caused by the Hosting Partner.

You acknowledge that the hosting services and the Services might not be available during periods of planned maintenance by Company or the Hosting Partner. Company and the Hosting Partner reserve the right to conduct unplanned maintenance at any time if necessary for security reasons or other reasons requiring immediate maintenance. Company or the Hosting Partner will not be held liable for any damages resulting from such unavailability of the Services while planned or unplanned maintenance activities are conducted.

TERM AND TERMINATION

These Legal Terms shall remain in full force and effect while you use the Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE LEGAL TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE LEGAL TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICES OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

Upon termination for whatever reason: (1) you shall promptly pay to Company all amounts due and payable under the Legal Terms; (2) all licenses granted to you shall automatically terminate; (3) except as required to comply with any applicable legal or accounting record keeping requirement and upon the other Party’s written request, each Party shall return the other Party’s Confidential Information that they are in possession or under the control of that respective Party (or alternatively destroy any copies thereof that cannot be returned and confirm to the other Party in writing that such copies have been destroyed).

WARRANTY

THE SERVICES AND PRODUCTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, EXCEPT AS SPECIFICALLY PROVIDED HEREIN, TO THE FULLEST EXTENT PERMISSABLE PURSUANT TO APPLICABLE LAW, COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTY OF NON-INFRINGEMENT.

WHILE THE COMPANY USES REASONABLE EFFORTS TO INCLUDE ACCURATE AND UP TO DATE INFORMATION IN THE SERVICES, THE COMPANY DOES NOT MAKE ANY WARRANTY THAT (1) THE SERVICES WILL MEET YOUR REQUIREMENTS, (2) ACCESS TO THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (3) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE EFFECTIVE, ACCURATE, OR RELIABLE, OR (4) THE QUALITY OF ANY SERVICES, PRODUCTS, OR INFORMATION PURCHASED OR OBTAINED BY YOU FROM THE COMPANY OR OUR AFFILIATES WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS, OR DEFECTS.

YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOADS OF SUCH MATERIAL AND/OR DATA.

Through your use of the Services, you may have the opportunities to engage in commercial transactions with other users and vendors. You acknowledge that all transactions relating to any merchandise or services offered by any party, including, but not limited to, the purchase terms, payment terms, warranties, guarantees, maintenance and delivery terms relating to such transactions, are agreed solely between the seller or purchaser of such merchandise and service and you.

WE MAKE NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH, OR IN CONNECTION WITH THE SERVICES, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY PRODUCTS, SERVICES, OR INFORMATION AVAILABLE THROUGH THE SERVICES FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY AND NOT BY US OR ANY OF OUR AFFILIATES.

LIMITATIONS OF LIABILITY

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the Services; (2) breach of these Legal Terms; (3) any breach of your representations and warranties set forth in these Legal Terms; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Services with whom you connected via the Services. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Services. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services.

We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in these Legal Terms will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.

DISPUTE RESOLUTION

Governing Law

These Legal Terms and your use of the Services are governed by and construed in accordance with the laws of the State of Maryland applicable to agreements made and to be entirely performed within the State of Maryland, without regard to its conflict of law principles.

Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Legal Terms (each a “Dispute” and collectively, the “Disputes“) brought by either you or us (individually, a “Party” and collectively, the “Parties“), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

Binding Arbitration

If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website https://adr.org/. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Harford County, Maryland. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in Harford County, Maryland, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Legal Terms.

In no event shall any Dispute brought by either Party related in any way to the Services be commenced more than one (1) year after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law: (1) no arbitration shall be joined with any other proceeding; (2) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (3) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

Exceptions to Informal Negotiations and Arbitration

The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations binding arbitration: (1) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (2) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (3) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

GENERAL TERMS

These Legal Terms constitute the entire and exclusive understanding and agreement between the Company and you regarding the Services, and these Terms supersede and replace any and all prior oral or written understandings or agreements between the Company and you regarding the Services. If any provision or part of a provision of these Legal Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Legal Terms and does not affect the validity and enforceability of any remaining provisions. Our failure to exercise or enforce any right or provision of these Legal Terms shall not operate as a waiver of such right or provision.

You may not assign or transfer the Legal Terms, by operation of law or otherwise, without Company’s prior written consent. Any attempt by you to assign or transfer the Legal Terms, without such consent, will be null and of no effect. Company may freely assign or transfer the Legal Terms without restriction. Subject to the foregoing, the Legal Terms will bind and inure to the benefit of the parties, their successors and permitted assigns. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Legal Terms or use of the Services.

ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Services, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

CONTACT INFORMATION

If you have any questions about these Legal Terms or the Services, you can contact us by phone at (410) 893-9016, by email at info@americascommercecorps.org, or by mail to 42 N. Main Street, Bel Air, MD 21014, United States.