CDL Emerald Logistics Training Services, LLC
WEB SITE TERMS AND CONDITIONS OF USE
Las Modified and Effective as of 02.23.2021
These Terms & Conditions create a legal agreement (this “agreement”) between CDL EMERALD LOGISTICS AND TRAINING SERVICES, LLC (“Emerald” or “we” or “us” or “our”) and the user of the service entering into this agreement (“you” or “your”). They contain important information regarding your legal rights, remedies, and obligations. As such, you should carefully read this agreement.
BY ACCESSING OR USING ANY OF THE SERVICES, YOU ARE ENTERING INTO A LEGAL CONTRACT WITH EMERALD, THE TERMS OF WHICH GOVERN YOUR USE OF THE SERVICES. ACCORDINGLY, BY YOUR ACCESS OR USE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS DESCRIBED HEREIN AND ALL ADDITIONAL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE ANY OF OUR SITES OR SERVICES AS DEFINED BELOW. IF YOU OBTAINED ANY INFORMATION WHILE ACCESSING OUR SITE OR SERVICES AND DO NOT AGREE, PLEASE RETURN THE INFORMATION IMMEDIATELY TO THE ADDRESS BELOW.
CHANGES TO THIS AGREEMENT
ACCESS TO THE SERVICE
Subject to your acceptance of and compliance with this Agreement, Emerald grants to you a non-exclusive, non-transferable, revocable limited license to use the Service and associated Content for your personal non-commercial use. You agree not to use the Service for any other purpose, or to download, save, copy or distribute the Content that is not owned by or contributed by you except strictly in connection with your proper use of the Service or as specifically allowed in this Agreement. For purposes of this Agreement, “Content” means all texts, images, articles, photographs, illustrations, audio, graphics, graphs, video clips, and other materials available through the Service (including without limitation material on the Service’s Public Areas (as defined below) and learning center and material created via the Service. The Service includes, without limitation, all Emerald products made available through the Service (the "Products").
Emerald may change, modify, suspend, or discontinue in its entirety or any aspect of the Service at any time. Emerald may also impose limits on certain features or restrict or prohibit your access to parts or all of the Service at any time, all without notice or liability.
You expressly agree that the Content may be viewed and accessed only by end users and not by any other website or web publisher.
Your use of the Service is conditioned upon your compliance with this Agreement and any use of the Service in violation of this Agreement may constitute infringement of Emerald’s copyrights in and to the Service and Content (as applicable). Emerald reserves the right to terminate your access to the Service without notice if you violate this Agreement or for any reason at Emerald’s discretion.
In certain instances Emerald or its vendors may require you to provide proof of identity to access or use the Service, and you agree that you may be denied access or use of the Service if you refuse to provide proof of identity.
Individuals under the age of majority in the jurisdiction in which they are located may not use the Service.
OWNERSHIP OF INTELLECTUAL PROPERTY
resell, lease, transfer, lend, timeshare, syndicate or commercially use the Site Materials or the Services;
decompile, reverse engineer, disassemble or otherwise attempt to derive any source code from the Site Materials or the Services;
distribute, publicly perform or publicly display the Site Materials or the Services;
modify, adapt, translate, or create any derivative works of the Site Materials or the Services or any portion thereof;
use any data mining, crawlers, spiders, robots or similar data gathering or extraction methods;
download, index or in any non-transitory manner store or cache any portion of the Site Materials or the Services or any information contained therein, except as expressly permitted thereon;
remove, deface, obscure, or alter any copyright, trademark or other proprietary rights notices affixed to or provided in connection with the Site Materials or the Services;
create or attempt to create a substitute or similar service or product through the use of or access to the Site Materials or the Services or any proprietary information related thereto; or
use the Site Materials or the Services other than for its intended purpose.
You do not acquire any ownership rights by using the Service, or by copying or downloading material from the Service.
You hereby grant to Emerald a limited, non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers), and transferable right and license to use all comments, feedback, blog or forum statements, suggestions, ideas, emails, and other submissions disclosed or submitted to Emerald in connection with your use of the Service, including through the Public Areas (collectively, “Submissions”) in any manner Emerald may desire, including, but not limited to, to make, have made, use, sell, offer to sell, import, reproduce, modify, create derivative versions of, distribute, publicly display and publicly perform such Submissions, in any and all forms and media now known or hereafter devised, without compensation to you and without identifying you as the creator. You agree that the provisions in this Section will survive any termination of your account(s), the Service, or this Agreement.
PASSWORDS OR RESTRICTED ACCESS TO THE SERVICES
Emerald has several tools that allow you to record and store information in your account. You are responsible for all actions on the Service by you or under your password or account and for taking all reasonable steps to ensure that no unauthorized person shall have access to your password or account and you are responsible for all actions taken by individuals who use the Service through your password or account. Without limiting the foregoing, it is your sole responsibility to (1) control the dissemination and use of any login code and password; (2) authorize, monitor, and control access to and use of your Service account and password; (3) promptly inform Emerald of any need to deactivate a password. You grant Emerald and all other persons or entities involved in the operation of the Service the right to transmit, monitor, retrieve, store, and use any information recorded and/or stored in your account in connection with the operation of the Service. Unless otherwise permitted by Emerald in writing, you may only possess one Service account.
REPEAT INFRINGER POLICY
You are not granted a limited, non-exclusive right to create a text hyperlink to publicly available Services for any purposes, You may not use Emerald logo, videos, documents, pictures, or other proprietary graphic of Emerald without the express prior written permission of Emerald. Further, you may not use, frame or utilize framing techniques to enclose any University trademark, logo or other proprietary information, including the images found at the Services, the content of any text or the layout/design of any page or form contained on a page on the Services without Emerald's express prior written permission. In fact, you are not conveyed any right or license by implication, usage, custom, estoppel or otherwise in or under any patent, trademark, copyright or proprietary right of Emerald or any third party.
THIRD PARTY CONTENT AND APPLICATIONS
In addition to official pages on the Services containing the content of Emerald in support of Emerald's mission or related administrative business, our Services may include third party content on the Services and may provide links to web sites and content of third parties (collectively the "Third Party Content") as a service to those interested in this information, including content and views of various individuals such as employees, students, faculty, alumni or members of the public. The views expressed in such Third-Party Content should not be construed as representing the views of Emerald. In addition, the Services may include certain applications, features, programs and services provided by third parties (the "Third Party Applications"). Emerald does not monitor Third Party Content or Third-Party Applications and can make no guarantee as to the accuracy or completeness of such Third Party Content or Third Party Applications. Emerald is not responsible or liable in any manner for any Third-Party Content or Third Party Applications, or for any loss, liability, harm or damages of any sort incurred as the result of your use thereof or access thereto, and makes no representations or warranties in connection with any Third Party Content or Third Party Applications, which at all times and in each instance is provided "as is." Third Party Applications may be subject to additional terms and conditions or agreements between you and the provider of such Third-Party Applications as may be provided to you in connection therewith, and you agree to fully comply with all such additional terms, conditions and agreements. Users use such Third-Party Content and Third Party Applications at their own risk.
As a condition of your use of and access to the Service, you agree to comply with any application-, tool-, or content-specific rules published within the Service as well as the following usage rules, which Emerald may modify or supplement in its discretion from time to time (with notice to you of material changes). You agree that you will not, in regard to the Service (as determined by Emerald in its discretion):
a) Copy, adapt, reverse engineer, decompile, reverse assemble, modify or attempt to discover any software (source code or object code) that the Service creates to generate web pages or any software or other products or processes accessible through the Service;
b) use or launch, develop or distribute any automated system, including, without limitation, any spider, robot (or "bot"), cheat utility, scraper or offline reader that accesses the Service, or use or launch any unauthorized script or other software;
c) distribute any virus, time bomb, trap door, Trojan horse, worm, malware, ransomware or other harmful, malicious or disruptive computer code, mechanism, software, script, agent or program;
d) cover or obscure any notice, legend, warning, banner or advertisement contained on the Service;
e) interfere with or circumvent any security feature of the Service or any feature that restricts or enforces limitations on use of or access to the Service;
f) sell or redistribute the Service or any part thereof;
g) violate any applicable law, including without limitation any applicable export laws;
h) harvest or otherwise collect information about others, including email addresses, without their permission for posting or viewing Submissions;
i) infringe or violate the rights of any other party, including without limitation any intellectual property rights or rights of privacy or publicity;
j) engage in conduct that is obscene, offensive, pornographic, fraudulent, deceptive, defamatory, threatening, harassing, abusive, slanderous, hateful, or causes embarrassment to any other person;
k) further any chain letters or pyramid schemes, transmit unsolicited messages, or engage in “spam;”
l) deliberately mislead anyone as to your identity, impersonate another, falsely identify the source of any Submissions, or allow another person or entity to use your identity in order to access the Service or post or view Submissions;
m) engage in conduct that conflicts with the spirit or intent of the Service, including without limitation, by disrupting the flow of dialogue in a Public Area (as defined above), restricting any other user from using or enjoying the Service, or exposing Emerald or another to any liability or detriment of any kind;
n) use automated queries, including screen and database scraping, spiders, robots, crawlers, information harvesting, and any other automated activity with the purpose of obtaining Content, information or data from the Service, unless you receive the express written permission of Emerald; or
o) violate the terms of service of Facebook or other channel by which you access the Service.
PRIVACY AND PROTECTION OF PERSONAL INFORMATION
SUBMISSIONS RELATING TO SITE(S) OR SERVICES
You acknowledge and agree that, except for User Content submitted in an Interactive Area, any materials, including but not limited to questions, comments, suggestions, ideas, plans, notes, drawings, original or creative materials, images or other information regarding the Services or Emerald provided by you by participating in surveys hosted by Emerald, or any third party vendors, on the Services or other sites, in the form of email, or any other submissions to Emerald, or any postings on the Services, are non-confidential and shall be the sole property of Emerald, and that upon submission of such materials to Emerald, you thereby assign without additional consideration all right, title or interest you may hold in such materials to Emerald. Emerald shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these materials for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
Any software and all underlying information and technology downloaded or viewed in connection with the Services (collectively the "Software or Technical Data") by you may be subject to U.S. export controls, including the Export Administration Act (50 U.S.C. Appx. §§ 2401 et seq.) and the Export Administration Regulations (50 C.F.R. Parts 730-774) and may be subject to export or import regulations in other countries. You are solely responsible for complying with all trade regulations and laws, both foreign and domestic, in your use and viewing of the Site Materials and the Services, including without limitation, the Software or Technical Data. Except as authorized by law, you agree and warrant not to export or re-export the Software or Technical Data to any county, or to any person, entity, or end-user subject to U.S. export controls, including without limitation persons or entities listed on the U.S. Department of Commerce Bureau of Export Administration's Denied Parties List and the U.S. Department of Treasury's Specially Designated Nationals. You further represent and warrant that no U.S. federal agency has suspended, revoked, or denied your export privileges.
DISCLAIMERS; LIMITATIONS; WAIVERS OF LIABILITY
For any items that Emerald concludes in its sole discretion have been damaged by any Emerald Product, as your sole and exclusive remedy, Emerald may refund to you the purchase price of the applicable Product. To the fullest extent permitted by law, Emerald’s total liability in connection with a damaged item shall not exceed the purchase price of the applicable Product that Emerald concludes caused damage to an item. Any damaged items must be reported to firstname.lastname@example.org within one year from the purchase of the applicable Product through digital photos.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK AND IS PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT THIS DISCLAIMER IS PROHIBITED UNDER APPLICABLE LAWS, AND WITH ANY LEGALLY REQUIRED WARRANTY PERIOD LIMITED TO THE SHORTER OF 30 DAYS FROM FIRST USE OR THE MINIMUM PERIOD REQUIRED). WITHOUT LIMITING THE FOREGOING, NEITHER EMERALD NOR ITS AFFILIATES OR SUBSIDIARIES, OR ANY OF THEIR DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, THIRD-PARTY CONTENT PROVIDERS, DISTRIBUTORS, LICENSEES OR LICENSORS (COLLECTIVELY, "EMERALD PARTIES") WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, UNCORRUPTED, TIMELY, OR ERROR-FREE.
EMERALD FURTHER MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICE OR THE CONTENT WILL BE ACCURATE, RELIABLE, COMPLETE, CURRENT, OR TIMELY. THE SERVICE MAY BE TEMPORARILY UNAVAILABLE FROM TIME TO TIME FOR MAINTENANCE OR OTHER REASONS. EMERALD IS NOT RESPONSIBLE FOR TECHNICAL MALFUNCTIONS OR OTHER PROBLEMS OF TELEPHONE NETWORKS OR SERVICES, COMPUTER SYSTEMS, MOBILE PHONE EQUIPMENT, SOFTWARE, OR EMAIL, INCLUDING TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET OR AT ANY SITE OR COMBINATION THEREOF, INCLUDING INJURY OR DAMAGE TO A USER'S OR TO ANY OTHER PERSON'S COMPUTER, MOBILE PHONE, OR OTHER HARDWARE OR SOFTWARE, RELATED TO OR RESULTING FROM USING OR DOWNLOADING MATERIALS IN CONNECTION WITH THE WEB AND/OR IN CONNECTION WITH THE SERVICE.
EMERALD WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, PERSONAL INJURY/WRONGFUL DEATH, LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, THE USE OR MISUSE OF SUBMISSIONS OR CONTENT IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICE, WHETHER OR NOT THE EMERALD PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THAT THE FOREGOING EXCLUSION OF LIABILITY IS FOUND BY A COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE, AND A DETERMINATION IS MADE THAT EMERALD IS LIABLE, UNDER NO CIRCUMSTANCES WILL THE EMERALD PARTIES BE LIABLE TO YOU FOR MORE THAN THE AMOUNT YOU HAVE PAID EMERALD IN THE 90 DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT THE CLAIM.
TO THE FULLEST EXTENT PERMITTED BY LAW, THESE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, THE SERVICE UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE).
You forever release, discharge, and covenant not to sue the Emerald from any and all liability, claims, actions, and expenses that may arise, whether caused by the negligence of the Emerald or otherwise, in connection with your use of the Service or your interaction with any party through or as a result of the Service. In other words, you cannot sue the Emerald if anything happens to you or your property from using the Service or interacting with any party through the Service. You agree that the provisions in this Section will survive any termination of your account(s), the Service, or this Agreement.
You agree to defend, indemnify and hold harmless the Emerald from and against all liability, claims, actions and expenses, including attorneys' fees and costs, arising out of your use of the Service or your breach or alleged breach of any term, condition, obligation, representation or warranty in this Agreement. You agree that the provisions in this paragraph will survive any termination of your account(s) the Service, or this Agreement.
COPYRIGHT POLICY; OBJECTIONABLE CONTENT
If you believe your rights have been violated by, or you otherwise object to, any posting, content or information on the Service, please contact us promptly so we can evaluate the claim and take appropriate action. If your complaint includes a claim of copyright infringement, the following policy will apply:
It is Emerald’s policy to respond promptly to claims of copyright infringement, and to remove, or disable access to, infringing material. If you believe that any of the content or materials appearing on this Service contain infringements, please send a notice to our designated agent at the address stated below. Your notice should contain the following: a physical or electronic signature of a person (i.e., claimant) authorized to act on behalf of the copyright owner; identification of the copyrighted work claimed to be infringed; identification of the content or material claimed to be infringing; a reference or link to the infringing material or activity, or the subject of the infringing activity, including information to enable us to locate that material or reference; the address, telephone number or email address of the claimant; a statement that the claimant has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and a statement that the information in the notice is accurate and, under penalty of perjury, that the claimant is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Emerald will also terminate a user's account if a user is deemed to be a repeat infringer, namely, one who has been notified of bona fide infringing activity more than twice. Our designated agent, to whom you should direct your infringement claim (or other complaints), is:
Attention: Legal Counsel
CDL Emerald Logistics and Training Services, LLC
515 N Sam Houston Pkwy., Suite 620 Houston TX 77056
Telephone Number: (346) 285-4738
APPLICABLE LAW AND VENUE
The failure of Emerald to require or enforce strict performance by you of any provision of this Agreement or to exercise any right under any provision of this Agreement will not be construed as a waiver or relinquishment of Emerald’s right to assert or rely upon any such provision or right in that or any other instance.
You and Emerald agree that if any portion of this Agreement, is found illegal or unenforceable, in whole or in part by any court of competent jurisdiction, such provision will, as to such jurisdiction, be ineffective to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of this Agreement, which will continue to be in full force and effect.