CORVIAS GROUP LLC TERMS OF USE

This website (the "Website", or the "Site") is provided to you by Corvias Group, LLC ("Corvias", "we" or "us"). These Terms apply to "you", which includes any visitor to the Website, your use of our Website, and any transactions with us that reference these Terms (collectively, the "Services").

To assist you in your receipt of the Services and to ensure a clear understanding of the relationship arising from your use of the Services, we have created (i) these Terms of Use (the "Terms"), and (ii) a Privacy Policy. Our Privacy Policy explains how we treat certain information that we have about you, including Personal Information (as such term is defined in our Privacy Policy) and our Terms govern your use of the Services.

PLEASE READ THESE TERMS CAREFULLY BEFORE YOU ACCESS OR USE OUR SERVICES. BY USING OUR SERVICES, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH BELOW. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS AND CONDITIONS, PLEASE DO NOT USE OUR SERVICES.

1. Your Agreement. Please read these Terms carefully; they impose legal obligations on you and us, and establish our legal relationship. By using our Services (including accessing our Site or entering into any transaction with us that references these Terms), you are acknowledging that you have read and understood these Terms and agree to be legally bound by them. In addition, from time to time during your use of our Site, you may be prompted to click an "I Accept" or similar button to further confirm your agreement to be legally bound by these Terms.

2. Obtaining and Protecting Your Password. Certain Services are only accessible by users who have registered with us to obtain usernames and passwords. We treat anyone who uses your username and password as "you" We will provide this user with all of the rights and privileges that we provide to you, and we will hold you responsible for user activities associated with your username and password. We recommend that you maintain your username and password in confidence, and that you refrain from disclosing this information to anyone who might "pretend" to be you with respect to your use of the Services. Please notify us immediately if you suspect that someone is using your username and password in an inappropriate manner.

3. Grant of Rights. Based on your agreement to comply with these Terms, we grant you the right to (a) access and use all publicly available and, if expressly authorized, password-protected areas, of our Website and Corvias Content in order to: (i) learn more about our products and services; (ii) request information, products, and services from us; (iii) apply for jobs with us; (iv) download and print pages from our Website; (v) exchange information in accordance with the functionality available on our Site; and (vi) access other information that we make available through our Website; and (B) use our Services as expressly permitted in our Other Contracts (collectively, the "General Permitted Purposes"). You agree that the Services and Corvias Content are made available solely for your personal, non-commercial use, and that the General Permitted Purposes allow only personal, non-commercial use. Any other use of the Site, Services, and Corvias Content is strictly prohibited.

4. Corvias Ownership; Reservation of Rights. Except for Submitted Content we license from you under Section 7 (Submitted Content), all information, software, artwork, text, video, audio, pictures, logos, and other content on the Website or otherwise provided through the Services, including all associated intellectual property rights (collectively, the "Corvias Content"), are the property of Corvias and its licensors, are protected by U.S. and international copyright and other intellectual property laws, or are used under principles of "fair use". As between the parties, Corvias and its licensors retain all rights with respect to the Services (including, but not limited to, the Site) and Corvias Content except those expressly granted to you in these Terms. You agree not to duplicate, publish, display, distribute, modify, or create derivative works from the material available through the Website or Services unless we specifically authorize you in writing to do so. The term "Corvias Content" expressly excludes Submitted Content.

5. Links to Third Party Sites. The Services (including, but not limited to, the Website) may contain links or produce search results that reference links to third party Websites (collectively "Linked Sites," or "Links"). These Terms do not apply to third party websites. Corvias has no control over these Linked Sites or their content, and Corvias does not assume responsibility or liability for any content, opinions, or materials available on Linked Sites. We do not endorse the content of any Linked Site, nor do we warrant that a Linked Site will be free of computer viruses or other harmful code that can impact your computer or other device. By using the Website to search for or link to another site, you agree and understand that such use is at your own risk.

6. Code of Conduct. As a condition to your use of the Services, you agree to follow our Code of Conduct, set out below. Under this Code, you will not:

  • Upload, email, or otherwise transmit any image or other content that is unlawful, obscene, harmful, hateful, invades the privacy of any third party, contains nudity or pornography, or is otherwise objectionable.
  • Disseminate materials that impact or invade the privacy of others, such as photographs, video clips, sound recordings, Personal Information, or other materials that reveal personal, private, or sensitive information about another person, without that person's consent.
  • Submit material that is intentionally false, defamatory, unlawfully threatening, or unlawfully harassing.
  • Infringe any third party's copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy. Electronic materials – such as music, videos, images, and text in electronic form – can easily be copied, modified, and sent over the internet. These electronic materials are thus extremely vulnerable to unauthorized distribution and copyright infringement. These materials may not be transmitted over the Website without the copyright owner's permission or without a legitimate "fair use" justification for the transmittal.
  • Transmit materials that contain viruses, Trojan horses, worms, time bombs, cancelbots, or other computer-programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or Personal Information.
  • Use the Website to artificially generate traffic or page links to a website or for any other purpose not expressly allowed under these Terms.
  • Use the Website in a manner that could disable, overburden, or impair the Website or Services or interfere with any other party's use and enjoyment of the Website and Website Services, such as through sending "spam".
  • Use the Website to test or reverse engineer the Website in order to find limitations, vulnerabilities, or to evade filtering capabilities.
  • Seek to obtain access to any materials or information through "hacking", "data harvesting", or through other means we have not intentionally made available to you through the Website.
  • Use the Website for any purpose that is unlawful or prohibited by these Terms. For example, you will not use the Website to violate any law, statute, or regulation (including, without limitation, those governing export control, consumer protection, unfair competition, anti-discrimination, or false advertising).

Our Code of Conduct is based, in many instances, on principles of applicable law. Accordingly, users violating our Code of Conduct may be exposed under these laws to criminal charges, and civil liability to harmed parties for compensatory damages and attorney's fees. We reserve the right at all times to disclose information that we deem necessary to satisfy any applicable law, regulation, legal process, or governmental request, consistent with our Privacy Policy. We reserve the right at any time to terminate or suspend your access to some or all of the Services if you engage in activities that we conclude, in our discretion, breach our Code of Conduct.

7. Submitted Content. The term "Submitted Content" has the meaning set out in our Privacy Policy.

7.1    Submitted Content. If you provide us with Submitted Content for posting on our Website or for any other use as contemplated under our Privacy Policy, then we will treat the Submitted Content as non-confidential and non-proprietary to you. By providing Submitted Content, and subject to your rights in Personal information set out in our Privacy Policy, you authorize us to use and allow others to copy, modify, display, distribute, perform, use, and otherwise exploit the Submitted Content in any manner and in any location, channel, or medium, all without compensation to you and for so long as we deem warranted (collectively, the "Use Rights"). In addition, you authorize us to grant any third party some or all of the Use Rights. By way of example, and not limitation, the Use Rights include the right for us to publish Submitted Content on our Website in whole or in part, and whether cropped, adopted, altered, or otherwise manipulated, for as long as we choose. Moreover, by providing Submitted Content, you represent and warrant that you have sufficient authority and right to provide the content and to provide these Use Rights.

7.2      Personal Information. Notwithstanding anything to the contrary, if you provide Submitted Content, then we will treat such Submitted Content as non-confidential and non-proprietary to you. Submitted Content that you provide to us may, once published, be publicly available to anyone. Although we may review Submitted Content prior to using it, we make no representations or warranties regarding any Submitted Content or our review of such Submitted Content. In addition, any Personal Information that is included in Submitted Content may be posted on our Website or otherwise used and may be made publicly available. As such, please use discretion when including Personal Information and other details in Submitted Content that you provide to us.

7.3    Information about Others. If you provide us with information about another individual or otherwise engage us to provide Services to another individual, you expressly acknowledge and agree that you have sufficient legal authority to act on that individual's behalf.

7.4    Right to Decline Submitted Content. We expressly reserve the right to refuse to use (or to disable or remove) Submitted Content that we conclude, in our sole discretion, violates these Terms or our Privacy Policy, or is incompatible with the purposes of our Website or operations.

8. Warranty Disclaimer. Corvias does not promise that the Services will be error-free, uninterrupted, or without inaccuracies. The Site, Corvias Content, and Services are delivered on an "AS IS" and "AS AVAILABLE" basis. Corvias does not represent or warrant that files you download from the Site will be free of viruses, inaccuracies, or other harmful features. CORVIAS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE FUNCTIONALITY OR AVAILABILITY OF THE SITE, CORVIAS CONTENT, AND SERVICES. YOU EXPRESSLY AGREE THAT USE OF THE SITE, CORVIAS CONTENT, AND SERVICES IS AT YOUR SOLE RISK.

9. Limitation of Liability. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, TORT, OR NEGLIGENCE, WILL CORVIAS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) THAT ARISE OUT OF OR ARE RELATED TO YOUR USE OF THE SERVICES. IN NO EVENT SHALL OUR AGGREGATE LIABILITY TO YOU FOR ANY LOSS, DAMAGE, OR CLAIM RELATED TO OR ARISING OUT OF THE SITE, CORVIAS CONTENT, OR SERVICES EXCEED U.S. $1,000.00. You agree that in the event that you have any right, claim, or action against any third party arising out of such party's use of the Website, then you will pursue such right, claim, or action independently of and without recourse to us.

10. Indemnity. You agree to defend, indemnify and hold Corvias and its subsidiaries, affiliates, officers, directors, agents, and employees harmless from any liability to third parties, including reasonable attorneys' fees, arising from or related to your breach of these Terms.

11. Contact for Alleged Copyright Infringement. Corvias respects the intellectual property rights of others and requires that its users do the same. If you believe that any Corvias Content available on the Site or other activity taking place on the Site constitutes infringement of a work protected by copyright, please notify our agent, designated under the Digital Millennium Copyright Act (17 U.S.C. §512) (the "DMCA"), to respond to such concerns, by email at: DMCA@Corvias.com, or by telephone at 401-228-2800.
Your notice must comply with the DMCA. Upon receipt of a compliant notice, we will respond and proceed in accordance with the DMCA.
We have implemented a repeat infringer policy to address instances in which a particular user is subject to multiple DMCA notifications (the "Repeat Infringer Policy"). If we determine that a user has violated our Repeat Infringer Policy, then we may take in our sole discretion any number of steps including, but not limited to, issuing warnings to the applicable user, suspending or terminating that user's account, and/or any interim measures that we deem appropriate.

12. Monitoring Website Use. You agree that we have the right and discretion to monitor any activity and content associated with our Website, Corvias Content, and Services. We may investigate any reported violation of these Terms or complaints relating to the Website, Corvias Content, and Services, and may take any action that we believe is appropriate including, but not limited to, removing materials from the Website and terminating/suspending your access to the Website.

13. Additional Terms for Certain Services. Some Services may be subject to additional or different terms and conditions. We will notify you if the Service you are accessing is subject to terms and conditions that differ from these Terms, and you will have the opportunity to decline to participate in such Services if you do not agree with the differing terms and conditions.

14. Modifications to These Terms. If we modify these Terms, any such modifications will take effect proactively, upon your subsequent consent. Please feel free to print out a copy of these Terms for your records.

15. Assignment. These Terms shall not be assignable by you, either in whole or in part. Corvias reserves the right to assign its rights and obligations under these Terms.

16. General. These Terms shall be governed in all respects by the laws of the State of Rhode Island without giving effect to its conflicts of law provisions. Both parties submit to the personal jurisdiction of and venue in the state and federal courts in the judicial district that includes Rhode Island. The parties further agree that any cause of action arising under these Terms shall exclusively be brought in such courts. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section. Corvias' failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches.

17. Other Agreements. These Term must be read in conjunction with any agreement entered into by you and us that references these Terms (collectively, the "Other Contracts") and our Privacy Policy (available by clicking: Privacy Policy). The provisions of our Privacy Policy are incorporated herein. To the extent that these Terms conflict with our Privacy Policy, the Privacy Policy shall control. To the extent that the Other Contracts conflict with these Terms, the Other Contracts shall control.

18. Survival. The following provisions shall survive the termination or expiration of these Terms and shall apply indefinitely: (i) Section 4 (Corvias Ownership; Reservation of Rights); (ii) Section 7 (Submitted Content) (with respect to Use Rights); (iii) Section 8 (Warranty Disclaimer); (iv) Section 9 (Limitation of Liability); (v) Section 10 (Indemnity); (vi) Section 15 (Assignment); (vii) Section 16 (General); (viii) Section 18 (Survival); and (ix) any other term or provision that, by its nature, is intended to survive the termination or expiration of these Terms.

19. Contact Us. You may contact us for any reason via email at privacy@corvias.com.

20. Effective Date. The effective date of these Terms of Use is December 20, 2019.

21. Copyright and Legal Notice. Copyright © 2019 Corvias Group, LLC. All Rights Reserved.

 

#71876308_v4