Converus Terms of Use

Last Modified: October 8, 2020

PLEASE READ THESE TERMS OF USE CAREFULLY.

The following terms and conditions (collectively, the “Terms of Use”) apply to your use of www.converus.com, www.converus.es, www.converus.net, and other websites owned or controlled by Converus, Inc. (“Converus,” “we” or “us”).  We refer to these websites, individually or together, as the “Site” for short.  By accessing the Site in any manner (whether automated or otherwise), you accept and agree to be bound by these Terms of Use and our Privacy Policy, incorporated herein by reference.  If you do not agree to these Terms of Use or the Privacy Policy, immediately cease all use of the Site.

Converus may, at any time, revise or modify these Terms of Use or impose new conditions for use of the Site.  Such changes, revisions, or modifications shall be effective immediately upon notice to you, which may be given by any means including, without limitation, posting on the Site or by email.  Any use of the Site by you after such notice shall constitute your acceptance of such changes, revisions, or modifications.

Privacy Policy and Additional Terms

All information we collect on the Site is subject to our Privacy Policy.  By using the Site, you consent to all actions taken by us with respect to your information in compliance with our Privacy Policy.

Your use of certain pages or services within the Site, or products and/or software you purchase or license from us (such as EyeDetect™), may be subject to additional terms and conditions.  For example, your use of EyeDetect™ is subject to the terms set forth in the EyeDetect™ Agreement, including any additional terms attached thereto or referenced therein.  If you do not agree to be bound to such additional terms and conditions, you should not indicate any assent or acceptance of such additional terms and conditions.

Ownership and Scope of Use

The Site and the content available on or through the Site are protected by copyright, trademark, and other applicable United States and international laws.  Without limiting the foregoing, the trademarks, service marks, and logos displayed on the Site are registered and unregistered marks of Converus and its licensors.  Nothing contained in these Terms of Use should be construed as granting, by implication, estoppel, or otherwise, any license or right in or to such trademarks, service marks, or logos.

Converus grants you a limited license to access and use the Site for your own personal, non-commercial use or for legitimate business purposes solely in accordance with these Terms of Use.  Notwithstanding the foregoing, you may not modify, copy, reproduce, republish, upload, post, transmit, translate, sell, create derivative works of, exploit, or distribute in any manner or medium (including by email or other electronic means) any content available on the Site (including, without limitation, text, design, graphics, icons, images, audio clips, downloads, interfaces, code, and software) unless explicitly authorized by Converus.  However, from time to time you may download and/or print one copy of certain items available for free on the Site for your own personal, non-commercial use; provided that you do not modify or delete any copyright, trademark or other proprietary notices that appear in the content.

Rules of Conduct

By using the Site, you represent that you are at least eighteen (18) years old.  You agree to comply with all applicable laws and contractual obligations when you use the Site, and agree not to:

• “harvest” (or collect) information from the Site using an automated software tool or manually on a mass basis, including, but not limited to, information about our offerings, products, services, and promotions;
• use automated means to access the Site, or gain unauthorized access to the Site or to any account or computer system connected to the Site;
• obtain, or attempt to obtain, access to areas of the Site or our systems that are not intended for access by you;
• “flood” the Site with requests or otherwise overburden, disrupt, or harm the Site or our systems; or
• restrict or inhibit other users from using or enjoying the Site.

Account Security

If you are provided with an account ID or PIN, you must treat such information as confidential, and you must not disclose it to any third party.  You are responsible for all activities that occur under your account ID or PIN, if any.  You agree to immediately notify Converus of any unauthorized use of your account ID or PIN or any other breach of security.  We are not liable for any loss or damage arising from your failure to protect your username or password.

Electronic Communications

The communications between you and Converus via the Site use electronic means, whether you visit the Site or send us an email, or whether we post notices on the Site or communicate with you via email.  For contractual purposes, you consent to receive communications from us in electronic form, and you agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

Changes to the Site

Converus reserves the right to make changes to, or to suspend or discontinue (temporarily or permanently), the Site or any portion of the Site.  You agree that we will not be liable to you or to any third party for any such change, suspension or discontinuance.

Suspension or Termination of Access

Converus has the right to deny access to, and to suspend or terminate your access to, the Site, or to any features or portions of the Site, at any time and for any reason, including if you violate these Terms of Use.  In the event that we suspend or terminate your access to and/or use of the Site, you will continue to be bound by the Terms of Use that were in effect as of the date of your suspension or termination.

Linking Policies

The Site may contain links to other websites operated by third parties. Such links are provided for your convenience only, and if you access any other websites linked to the Site you do so at your own risk.  We are not responsible for the content of any such websites, or the products and services sold on them, nor are we responsible or liable for any loss or damage that may arise from your use of such websites.  When you visit a linked website you should read the terms of use and privacy policy that govern that particular website.  Links to other websites do not imply our endorsement of any content, advertising, products, services, or other materials on or available through such websites.

Unless otherwise set forth in a written agreement between you and Converus, you must adhere to Converus’s linking policy as follows:  (i) the appearance, position, and other aspects of the link may not be such as to damage or dilute the goodwill associated with Converus or its trademarks, service marks, or logos; (ii) the appearance, position, and other attributes of the link may not create the false appearance that your website or organization is sponsored by, affiliated with, or associated with Converus; and (iii) when selected by a user, the link must open the Site in a new browser window which displays the full-screen version of the Site, not within a “frame” on the linking website.  Converus reserves the right to revoke its consent to the link to the Site at any time and in its sole discretion.

Disclaimer of Warranties

THE SITE AND ITS CONTENT ARE PROVIDED TO YOU ON AN “AS IS” “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, AND CONVERUS HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT.  NEITHER CONVERUS NOR ANY PERSON ASSOCIATED WITH CONVERUS MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SITE OR ITS CONTENT.  WITHOUT LIMITING THE FOREGOING, NEITHER CONVERUS NOR ANYONE ASSOCIATED WITH CONVERUS REPRESENTS OR WARRANTS THAT THE SITE OR ITS CONTENT WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITE OR ITS CONTENT WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.  The above exclusions may not apply in jurisdictions that do not allow the exclusion of certain implied warranties.

Limitation of Liability

IN NO EVENT WILL CONVERUS, OUR affiliates, OR OUR OR their OFFICERS, directors, employees, agents, licensors, OR service providers BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SITE OR ANY CONTENT ON THE SITE, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, PROFITS, OR  BUSINESS, LOSS OF USE, OR LOSS OF DATA, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.  USE OF THE SITE AND ITS CONTENT IS AT YOUR SOLE RISK.  BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.  IN SUCH STATES, THE LIABILITY OF CONVERUS, OUR AFFILIATES, AND OUR AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SERVICE PROVIDERS IS LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH STATE LAW.

Indemnification

You agree to indemnify, defend, and hold Converus, our affiliates, and our and their officers, directors, employees, agents, licensors, and service providers harmless from and against any claims, liabilities, losses, damages, judgments, awards, costs, and expenses (including reasonable attorneys’ fees) arising out of or resulting from your use of the Site or any violation of these Terms of Use or applicable law, by you or by someone accessing the Site via your username or password.  We reserve the right, at our own expense, to assume the exclusive defense and control of any action subject to indemnification by you, in which event you agree to cooperate with us in defending such action.  Your indemnification, defense, and hold harmless obligations will survive the termination of your use of the Site and/or these Terms of Use.

Governing Law; Jurisdiction and Venue

These Terms of Use and any dispute or claim arising out of or related to these Terms of Use, their subject matter, or their formation (in each case, including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice or conflict of law provision or rule.

Any legal suit, action, or proceeding arising out of or related to these Terms of Use or the Site shall be instituted exclusively in the federal or state courts located in Salt Lake City, Utah, and you further agree that such courts shall have in personam jurisdiction and venue with respect to you, and you hereby submit to the in personam jurisdiction and venue of such courts and waives any objection.  You agree to waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Limitation on Time to File Claims; Waiver of Jury Trial

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION OR CLAIM ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

YOU HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SITE.

Waiver and Severability

Our failure to exercise or enforce any right or provision of these Terms of Use will not constitute a waiver of such right or provision.  If any provision of these Terms of Use is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent possible, and the remaining provisions of these Terms of Use will continue in full force and effect.

Entire Agreement; No Third-Party Beneficiaries

These Terms of Use, together with our Privacy Policy and any additional terms and conditions that are referenced herein or otherwise may apply to specific areas of the Site, constitute the sole and entire agreement between you and Converus with respect to the Site, and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the Site.  These Terms of Use are not intended to benefit any third party, and do not create any third party beneficiaries.  Accordingly, these Terms of Use may only be invoked or enforced by you or Converus.

Contact Us

If you have any questions about the Site or these Terms of Use, you may call us at +1 801-331-8840, email us at [email protected], or write to us at:

Converus, Inc.
Attn: Legal Matters
610 S. 850 E., Ste #4
Lehi, Utah 84043