LAST UPDATED: OCTOBER 7, 2015.
International Risk Management Institute, Inc. ("IRMI" or "we" or "our" or "us"), offers materials, products, courses, webinars, and services located at IRMI.com and other IRMI-operated sites (collectively the "IRMI Site" or "Site"), mobile applications, and other online services (collectively and including the IRMI Site, the "Services"). PLEASE READ THESE TERMS AND CONDITIONS OF USE ("TERMS" OR "TERMS OF USE" or "AGREEMENT") CAREFULLY BEFORE USING THE SERVICES. THESE TERMS OF USE CONSTITUTE A LEGALLY BINDING CONTRACT BETWEEN YOU (THE "USER" or "SUBSCRIBER" OR "YOU") AND IRMI AND GOVERN YOUR USE OF AND ACCESS TO THE SERVICES. By using the Services in any manner, including, but not limited to, creating an account on the IRMI Site or by visiting, accessing, browsing, using, or continuing to browse and use the Services, you agree to be bound by these Terms, including those additional terms and conditions incorporated by reference herein or made available by hyperlink herein or on the Services. If you are entering into these Terms on behalf of a company, organization, or another legal entity ("Entity" or "Entities"), you are agreeing to the Terms of Use for that Entity and are representing to us that you have the authority to bind such Entity to these Terms (in which case, the terms "user," "subscriber," and "you" shall also refer to that Entity). You may use the Services only in compliance with these Terms and only if you have the power to form a contract with us. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF USE, PLEASE DO NOT USE THE SERVICES.
These Terms of Use are organized as follows.
If you have any questions about these Terms, please refer to the Contact Us section at the end of this Agreement.
1. Requirements for Use of the Services
The Services are available only to, and may only be used by, individuals who are age 18 years and older who can form legally binding contracts under applicable law. You represent and warrant that you are at least 18 years old. IRMI may, in its sole discretion, refuse to offer access to or use of the Services to any person if we learn that you are under the age of 18.
In addition, the Services are available to you only in the United States and its territories. IRMI makes no representations or warranties that the Services are appropriate or available for use in any particular jurisdiction other than the United States. In choosing to access the IRMI Site, you do so on your own initiative and at your own risk and are responsible for complying with all local laws, rules, and regulations.
You understand that IRMI may monitor your usage of the Services to verify your compliance with these Terms of Use.
Use of the Services requires compatible software, computers, devices, and Internet access. It is your responsibility to obtain and pay for the software, hardware, and Internet service needed to use the IRMI Site. It is also your responsibility to ensure that the software, hardware, and Internet service are compatible with the Services. High-speed Internet access is strongly recommended when using the Services and is required to view videos.
2. Consent to Electronic Communications and Solicitations
When you use any of the Services, register for an account, or send e-mails and other communications from your desktop or mobile device to us, you are communicating with us electronically, and you consent to receive communications from us electronically. We will communicate with you in a variety of ways, such as by e-mail, in-app push notices, or by posting notices and messages on the IRMI Site. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
By consenting to receive communications from us electronically, you understand that we may send you e-mail communications and solicitations regarding the Services, including, but not limited to, the following: (a) newsletters on topics that may be of interest to you; (b) notices about your use of the Services, including any notices regarding violations of these Terms; (c) invoices; (d) subscription renewals; (e) updates about the Services; (f) promotional information and materials about the Services; and (g) promotional information and materials about our subsidiaries and affiliated companies' products and services. We give you the opportunity to opt out of receiving promotional e-mails and e-mail newsletters from us by clicking the "unsubscribe" link in the body of the e-mail, or you may opt out of receiving such communications by following the methods listed in our Privacy Policy. However, you shall not be afforded the opportunity to opt out of receiving the following communications via e-mail or by any other electronic method of communication noted in these Terms: (i) legal notices; (ii) notices regarding changes to these Terms of Use or changes to the Services; (iii) notices regarding violations of these Terms of Use; (iv) notices concerning subscription fees and subscription renewals; or (v) invoices for subscription fees.
Please note that we may also choose to send you any of the notices, communications, and solicitations discussed in this section by U.S. mail.
3. Nonconfidential Communications
You agree that any communications you make to IRMI, such as questions, letters, or e-mails to the editor, comments, suggestions, information, and data (hereinafter collectively "Communications"), are not confidential unless you specifically state to us that the Communication is confidential. Unless you notify us in writing, you grant IRMI the right to use your name in connection with any nonconfidential Communications submitted by you that IRMI decides to publish. In addition, you acknowledge and authorize that any nonconfidential Communications you make to IRMI may be edited, removed, modified, published, transmitted, and displayed on the Services.
4. Privacy
Your privacy rights are set forth in our Privacy Policy, which is incorporated into these Terms of Use. Please carefully review the Privacy Policy to learn about what information we may collect from you, how we use that information, with whom we share that information, and your choices about the collection and use of your information.
5. Ownership of the IRMI Site and the Services
The IRMI Site and the Services are owned and operated by IRMI. In some instances, the Services may offer content or materials (collectively "Content") owned by other Content Providers. For purposes of this Agreement, "Content" is defined as texts, databases, charts, HTML or other code, software, graphics, logos, button icons, images, audio clips, video clips, digital downloads, mobile applications, directories, articles, checklists, forms, data compilations, and any other information accessible to you on the IRMI Site, and the term "Content Provider" is defined as a person or organization that has provided copyrighted Content that is included in the Services, including, but not limited to, expert commentators; contributing authors; ACORD Corporation; American Association of Insurance Services, Inc.; Insurance Services Office, Inc.; National Council on Compensation Insurance; the Surety & Fidelity Association of America; and other identified individuals and Entities.
All Content available on the IRMI Site or the Services is the property of IRMI, or, where applicable, its Content Providers.
6. Copyright and Trademarks
The Services contain copyrighted material, trademarks, and other proprietary information, and all Content on the Services is protected by copyright, trademark, and other intellectual property laws of the United States and international intellectual property treaty provisions. No intellectual property rights are conferred to you by this Agreement.
a. Copyright
All Content included in, made available through, or published on the Services is copyrighted by IRMI, or, where applicable, the identified Content Provider, all rights reserved, and is protected by United States and international copyright laws. Except as specified in the Acceptable Use section below, the Content may not be copied, published, reprinted, stored, reengineered, translated, hosted, used to create derivative works, or otherwise distributed by written, electronic, or any other means, without prior written permission of IRMI or of the identified Content Provider. Reproduced insurance policy and other standard forms are provided solely for Authorized Users' own informational, noncommercial purposes as provided by this Agreement but are not for general distribution or commercial exploitation. You must obtain a license from the identified Content Provider to use any of the reproduced insurance policy and other standard forms.
b. Trademarks
"International Risk Management Institute, Inc.," "International Risk Management Institute," "IRMI," "IRMI.com," "IRMI Online," the owl logo, CGL Reporter, "CRIS," "MLIS," "AFIS," Captive Insurance Company Reports, "Captive.com," Risk Financing, "ZERORISK HR," "D&O MAPS," WebCE, and "ZERORISK HIRING SYSTEM" are trademarks and registered trademarks of International Risk Management Institute, Inc., or its subsidiaries and affiliated companies. Other trademarks are the property of their respective owners. You are prohibited from using IRMI's trademarks for purposes other than identifying the source of the Content that you quote, provided that quotation of such Content is permitted pursuant to the terms of Acceptable Use set forth in Section 8 below. You must obtain prior written permission from IRMI for all other use of IRMI's trademarks.
EXCEPT AS PERMITTED IN THIS AGREEMENT, THE USE OF THE COPYRIGHTS, TRADEMARKS, OR THE CONTENT IS STRICTLY PROHIBITED, AND INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF IRMI, AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES, FOR COPYRIGHT INFRINGEMENT.
7. License To Use the Services
Subject to your compliance with these Terms of Use and your payment of any applicable subscription fees, IRMI grants you a limited, revocable, nonexclusive, nontransferrable, nonsublicensable license to access and use the Services solely for an Authorized User's own informational, noncommercial purposes as provided by this Agreement, but not for commercial exploitation or general distribution. You shall not sell or broker the Services, or any portion of the Content contained therein, and you must adhere to the Restrictions on Use below.
8. Acceptable Use
Acceptable use of the Services includes searching, displaying, inputting information, extracting information, and viewing the Content. You may also download a file or make a single printout of individual pages or short excepts from the Content from time to time to include in letters, memoranda, e-mails, reports, and legal briefs that are distributed for noncommercial purposes to a limited number (e.g., 25 or less) of individuals who are not Authorized Users. The aforementioned limitation does not apply to Services that generate reports that are intended for you to provide to your clients or customers. Permission to make limited distributions to persons who are not Authorized Users is prohibited if a substantial part of your job function is to answer questions from others within your company, such as if you work on a company "Help Desk," or in some other knowledge-sharing, training, or research capacity. The limited number of copies of the Content permitted by this paragraph may be made in electronic or printed format. However, you must include in all such letters, memoranda, e-mails, reports (other than those reports generated by our Services to provide to your clients or customers), and legal briefs, whether in electronic or in printed form, the phrase, "Reprinted with permission from [insert name of applicable IRMI Publication, database, or simply "IRMI.com" as deemed appropriate]. Copyright International Risk Management Institute, Inc., Dallas, TX."
Acceptable use of the Services that generate reports that are intended for you to provide to your clients or customers includes for your own informational, noncommercial purposes or for the internal purposes of your business. Acceptable use does not include selling or brokering the reports, or selling or brokering the Services that generate the reports, or otherwise using the reports or the Services that generate the reports for commercial exploitation or public purposes.
9. Restrictions on Use
In addition to other restrictions set forth in these Terms of Use, you agree to the following restrictions:
- You must not share passwords with third parties, or otherwise authorize or permit any third party to access or use the Services.
- You must not reprint or reproduce Content contained in the Services that is owned by identified Content Providers. It is your responsibility to request authorization directly from the Content Provider for any such reprints or reproductions.
- You must not duplicate, copy, sell, resell, redistribute, republish, reprint, download, transmit, create derivative works, reproduce in any form (whether directly or in condensed, selective, or tabulated form), or otherwise exploit for any commercial or public purposes, any portion of, use of, or access to the Services (including the Content).
- You must not use any manual or automated process or service (including, but not limited to, crawlers, robots, spiders, scraping, extraction tools, or periodic caching of information stored by IRMI) to extract, retrieve, index, or in any way reproduce Content from the Services, or to access or use the Services.
- You must not modify, alter, tamper with, reverse engineer, decompile, disassemble, or otherwise create derivative works of any portion of the Services (including the Content).
- You must not use the Services in any manner or for any purpose other than expressly permitted by these Terms, the Privacy Policy, any invoices, if applicable, or additional terms and conditions referenced herein or made available by hyperlink herein or on the Services.
- You must not sell, lend, resell, lease, sublicense, or otherwise transfer any of the rights granted to you with respect to the Services to any third party.
- You must not remove, obscure, or alter any copyright, trademark, or proprietary rights notice pertaining to the Services, including copyrights, trademarks, or proprietary rights notices on the Content or any reports generated by the Services.
- You must not access or use the Services in a way that is intended to improperly avoid incurring subscription fees or otherwise attempt to gain unauthorized access to the Services.
- You must not restrict or inhibit any other person from using the Services (including by hacking or defacing any portion of the IRMI Site or the Content).
- You must not use the Services to post, transmit, upload, link to, send, or store any viruses, worms, malware, Trojan horses, time bombs, or any other similar malicious software.
- You must not use the Services for any fraudulent or unlawful purpose.
- You must not try to use, or use the Service in violation of these Terms.
Your use of the Services is monitored for compliance with this Agreement, including the Restrictions on Use. Any failure to comply with this Agreement may result in termination of your access to the Services. Moreover, IRMI reserves the right to take legal action, including, without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services.
10. Do I Need To Register for an Account To Use the Services?
Access to certain Content on the Services is provided free of charge and does not require a user to register for an account. However, access to other Content contained in the Services is available solely to those users who have (a) paid the subscription fee for such Content, if applicable, and (b) registered for an account by completing the online registration form ("Authorized Users"). The registration process for Authorized Users includes providing an e-mail address and selecting a password. You must provide complete and accurate registration information to us and notify us if your information changes.
With respect to any such registration, you may not use an e-mail address that is already being used by someone else, that may be construed as impersonating another person, that belongs to another person, that violates the intellectual property or other rights of any person, or that is offensive.
If you are under the age of 18, you may not register for the Services.
11. How Do I Know If Content Is Restricted to Authorized Users?
Content on the Services that requires signing in with an e-mail address and password is restricted to Authorized Users.
12. Authorized User Account Security and Confidentiality of Passwords
Your e-mail address and password are for your use only and not for use by any other person. You are responsible for maintaining the confidentiality of your password and agree not to share or transfer your password or e-mail address or lend or otherwise transfer your use of or access to the Services to any other individuals, including individuals employed by the same Entity as you. You are fully responsible for all activity on the Services that occurs in connection with your e-mail address or password. You agree to notify IRMI immediately of any unauthorized use of your e-mail address or password or any other breach of security related to your account or to the Services, and, if using a shared computer or device to which other individuals have access, to ensure that you log off from the Services at the end of each session. IRMI is not liable for any loss or damage arising from your failure to comply with any of the foregoing obligations.
13. Additional Terms Applicable to Entities
The following terms and conditions apply specifically to any Entity that is subject to these Terms: You agree to require each of your employees to be bound by the terms and conditions of this Agreement and you agree to remain responsible and liable for all acts and omissions of your employees in connection with their use of the Services, including any breaches of this Agreement. All references to your access and/or use of the IRMI Site or the Services herein include access and/or use of the IRMI Site or the Services by your employees. You agree that each of your employees is responsible for maintaining the confidentiality of any password that such employee may use to access the IRMI Site or the Services, and you agree not to let any employee transfer a password or e-mail address, or lend or otherwise transfer use of or access to the IRMI Site or the Services, to other employees or any third party. If any employee leaves your Entity, or if you wish to disable an employee's access to the Services, you are responsible for any such changes. You are responsible for all interaction with the Services that occurs in connection with passwords or e-mail addresses associated with your employees, including any former employees.
14. Subscription Fees and Other Purchases
IRMI charges a subscription fee for access to certain Content available on the Services. Payment of the subscription fee authorizes access to such Content for a specific number of individuals for a specified period of time. Additional Services can be added to a subscription at any time by contacting us and paying the associated subscription fee for such Services. Your transaction may be subject to additional sales terms and conditions, including, without limitation, terms and conditions pertaining to the duration of the subscription, and what action, if any, you must take to renew your subscription.
Purchases of other products and services on the IRMI Site, such as conference registration fees, fees for courses, and fees for webinars, may also be subject to additional sales terms and conditions that will be presented to you at the time of purchase.
You agree to pay all applicable fees and taxes associated with your transaction. You are solely responsible for all sales taxes or other taxes, on subscriptions ordered by you or purchases made by you. Failure to pay all such applicable fees and taxes will result in termination of your account and you will be denied access to and use of the Services.
15. Trial Subscriptions
IRMI may offer an individual or Entity access to some or all of the Services on a free trial basis for a limited time ("Trial Subscription"). Trial Subscriptions are provided solely for the purpose of evaluating the Services. The Services included in any such Trial Subscription and the duration of the Trial Subscription will be specified by IRMI in the applicable offer for a Trial Subscription. Trial Subscriptions are limited to individuals or Entities who have not previously subscribed to the Services, unless otherwise specified by IRMI. An individual's or Entity's status as a new subscriber to the Services will be determined by IRMI, in its sole discretion. If you are provided with a Trial Subscription, you must register under a trial account and you agree to use the Services solely for the purpose of determining whether to subscribe. You further agree that your Trial Subscription is subject to all other terms and conditions of this Agreement, including, but not limited to, Acceptable Use and Restrictions on Use, and that you will comply with such Terms. At the end of your Trial Subscription, your access to the Services will cease unless you pay the applicable subscription fee. IRMI reserves the right to monitor your use of the Services. Failure to comply with the Terms of Use will result in immediate termination of your Trial Subscription and may result in legal action against you.
16. Termination of Subscriptions
a. Termination by Authorized Users
If you are an Authorized User, you may terminate your subscription to all or specific portions of the Content at any time by providing written notice to IRMI pursuant to the manner set forth in the
Notices provision below. In no event will termination under this provision relieve you of your obligation to pay any subscription fees owed to IRMI that accrued prior to the date you terminated your subscription
b. Termination by IRMI for Cause
IRMI may at any time, under certain circumstances and without prior notice, immediately terminate your subscription to all or specific portions of the Content. Cause for such termination shall include (a) your failure to comply, or, if you are an Entity, the failure of your employees to comply, with any of the terms and provisions of this Agreement, or any other policies or guidelines that are referenced herein and/or posted on the Services; (b) your failure to pay any subscription fees owed by you, or, if you are an Entity, the failure to pay any subscription fees owed on behalf of your employees who are Authorized Users; (c) use of the Services in a manner that is fraudulent, illegal, or that disrupts others’ use of the Services; (d) a request and/or order from law enforcement, a judicial body, or other government agency; (e) where provision of the Services is or may become unlawful; (f) unplanned or unexpected technical problems or security issues; (g) cancellation or termination of any license agreement entered into by IRMI and any of its Content Providers where such cancellation has an impact on the Content offered by the Services; or (h) in response to any request by you to terminate your subscription. Any such termination shall be made by IRMI, in its sole discretion, and you agree that IRMI shall not be liable to you or to any third party for any damages that may result or arise out of such termination of your subscription.
c. Termination by IRMI without Cause
IRMI may also terminate your subscription to all or specific portions of the Content at any time by providing prior notice via e-mail to you to the e-mail address associated with your account (a) if, for any reason, we choose not to renew your subscription, or, if you are an Entity, if we choose not to renew the subscriptions of any employees who are Authorized Users; or (b) if we decide to suspend or discontinue any of the Services to which you, or, if you are an Entity, your employees who are Authorized Users, subscribe. You agree that IRMI shall not be liable to you or to any third party for any damages that may result or arise out of such termination of your subscription or the suspension or discontinuation of any of the Services.
d. Consequences of Termination
Upon termination of your subscription by you or by IRMI, the licenses granted by IRMI under this Agreement will terminate, and you will lose access to the applicable Services. In addition, after a period of time, IRMI may delete the information in your account. You must destroy any files you downloaded or copies of the Content to which termination of your subscription applies, whether such files and copies were made pursuant to this Agreement or otherwise. For example, if you subscribe to Commercial Liability Insurance, Practical Risk Management, and Commercial Auto Insurance, and your subscription to Commercial Auto Insurance is subsequently terminated, you must destroy all Content from Commercial Auto Insurance, but would not need to do so for Commercial Liability Insurance and Practical Risk Management, unless those subscriptions are also terminated. Content included in letters, memoranda, e-mails, reports, and legal briefs does not need to be destroyed if (a) the inclusion of such content complies with the Acceptable Use provision above, and (b) inclusion of such Content takes place prior to the termination of your subscription.
If your subscription is terminated for cause prior to the conclusion of your paid subscription period, your subscription fees shall be nonrefundable. However, if your subscription is terminated by you or by IRMI without cause, you shall be entitled to a refund of the unused subscription fee, which shall be calculated by dividing the number of days remaining in the subscription period by the number of days for which you have paid.
17. Disclaimer of Warranties
ALTHOUGH IRMI EMPLOYS A QUALITY CONTROL PROCESS TO ENSURE THAT THE CONTENT WE PROVIDE ON THE SERVICES IS AS UP-TO-DATE AND ACCURATE AS WE CAN MAKE IT, THE CONTENT ON THE IRMI SITE OR THE SERVICES MAY BE OUT OF DATE, OR MAY INCLUDE TYPOGRAPHICAL ERRORS, INACCURACIES, OR OTHER MISTAKES. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. IRMI, ITS SUBSIDIARIES, AFFILIATED COMPANIES, AND CONTENT PROVIDERS MAKE NO STATEMENTS, REPRESENTATIONS, OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICES OR THE CONTENT AVAILABLE ON THE SERVICES, OR THE SUITABILITY OF THE SERVICES, OR THE CONTENT CONTAINED THEREIN, FOR ANY PARTICULAR PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IRMI HEREBY DISCLAIMS ANY AND ALL STATEMENTS, REPRESENTATIONS, AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. WITHOUT LIMITING THE FOREGOING, IRMI MAKES NO STATEMENTS, REPRESENTATIONS, OR WARRANTIES THAT:
- THE SERVICES, AND THE CONTENT CONTAINED THEREIN, WILL MEET YOUR NEEDS, REQUIREMENTS, OR EXPECTATIONS;
- THE SERVICES WILL BE PERMITTED IN YOUR JURISDICTION;
- THE SERVICES WILL BE COMPATIBLE WITH ANY PARTICULAR SOFTWARE, HARDWARE, OR INTERNET SERVICES, INCLUDING INTERNET CONNECTIVITY SPEED;
- USE OF THE SERVICES WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, OTHER MALICIOUS SOFTWARE OR HARMFUL COMPONENTS, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSIONS, AND IRMI EXPRESSLY DISCLAIMS ANY LIABILITY RELATING THERETO;
- USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, OR ERROR-FREE;
- DEFECTS IN THE SERVICES WILL BE CORRECTED;
- THE SERVICES, OR THE CONTENT CONTAINED THEREIN, WILL BE ACCURATE, COMPLETE, ERROR-FREE, OR UP-TO-DATE;
- THE CONTENT PROVIDED BY CONTENT PROVIDERS WILL BE ACCURATE, COMPLETE, ERROR-FREE, OR UP TO DATE;
- ANY ERRORS IN THE SERVICES OR THE CONTENT CONTAINED THEREIN WILL BE CORRECTED; AND
- ALL OF THE SERVICES WILL CONTINUE TO BE OFFERED BY US.
SOME JURISDICTIONS DO NOT ALLOW THE FOREGOING EXCLUSIONS. IN SUCH A SITUATION, SUCH EXCLUSION WILL NOT APPLY SOLELY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. NO VERBAL OR WRITTEN REPRESENTATIONS OBTAINED BY YOU FROM IRMI, ITS DIRECTORS, OFFICERS, OR ITS EMPLOYEES, NOR ANY INFORMATION OBTAINED BY YOU THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
18. Limitation of Liability
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER BASED IN EQUITY, CONTRACT, NEGLIGENCE, OTHER TORTIOUS ACTION, STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY) SHALL OUR CONTENT PROVIDERS BE LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, LOSS OF REVENUE, LOSS OF ANTICIPATED PROFITS, GOODWILL, DIMINUTION OF VALUE, BUSINESS INTERRUPTION COSTS, OR ANY OTHER INTANGIBLE LOSSES ARISING OUT OF, RELATED TO, OR IN CONNECTION WITH YOUR USE OF, OR RELIANCE UPON, THEIR CONTENT (EVEN IF THE CONTENT PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITIES OF SUCH DAMAGES).
TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER BASED IN EQUITY, CONTRACT, NEGLIGENCE, OTHER TORTIOUS ACTION, STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY), SHALL IRMI, ITS OFFICERS, DIRECTORS, EMPLOYEES, SUBSIDIARIES, OR AFFILIATED COMPANIES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE, LOSS OF ANTICIPATED PROFITS, GOODWILL, DIMINUTION OF VALUE, BUSINESS INTERRUPTION COSTS, OR ANY OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING OUT OF, RELATED TO, CAUSED BY, OR RESULTING IN ANY WAY FROM (1) THE USE OF THE SERVICES; (2) THE INABILITY TO USE THE SERVICES; (3) MODIFICATION OF OR REMOVAL OF ANY PORTION OF THE SERVICES, OR THE CONTENT OFFERED THEREIN; (4) THESE TERMS OF USE; (5) THE ACCURACY, TIMELINESS, PERFORMANCE, COMPLETENESS, OR SUITABILITY OF ANY CONTENT OR THE SERVICES FOR ANY PARTICULAR PURPOSE; (6) DEFECTS IN THE CONTENT OR THE SERVICES; (7) ERRORS, INACCURACIES, OR OMISSIONS IN THE CONTENT OR THE SERVICES; (8) DAMAGE FROM ANY SECURITY BREACH OR ANY OTHER SECURITY INTRUSION, OR ANY VIRUS, BUGS, OTHER MALICIOUS SOFTWARE OR HARMFUL COMPONENTS, TAMPERING, INTERRUPTION, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE, OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION; (9) TERMINATION OF YOUR SUBSCRIPTION, OR, IF YOU ARE AN ENTITY, TERMINATION OF THE SUBSCRIPTIONS OF YOUR EMPLOYEES WHO ARE AUTHORIZED USERS; OR (10) THE USE OF ANY THIRD-PARTY WEBSITE REFERENCED OR LINKED FROM THE SERVICES. FURTHERMORE, NEITHER IRMI, NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, SUBSIDIARIES, OR AFFILIATED COMPANIES SHALL BE LIABLE IN ANY WAY FOR THIRD-PARTY PRODUCTS AND SERVICES OFFERED THROUGH THE SERVICES. MOREOVER, IRMI AND ITS OFFICERS, DIRECTORS, EMPLOYEES, SUBSIDIARIES, OR AFFILIATED COMPANIES SHALL NOT BE LIABLE FOR ANY DAMAGE TO YOUR COMPUTER, DEVICE, HARDWARE, SOFTWARE, OR OTHER PROPERTY ARISING OUT OF, RELATED TO, CAUSED BY, OR RESULTING IN ANY WAY FROM ACCESS TO OR USE OF THE SERVICES.
IN NO EVENT SHALL IRMI'S MAXIMUM AGGREGATE LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, EXCEED THE LESSER OF (1) $1,000; OR (2) THE TOTAL AMOUNT, IF ANY, OF SUBSCRIPTION FEES PAID BY YOU TO ACCESS AND USE THE SERVICES DURING THE TWELVE (12)-MONTH PERIOD IMMEDIATELY PRECEDING THE BRINGING OF ANY CLAIM.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, OR OTHER DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN THESE JURISDICTIONS, IRMI’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
19. No Financial, Legal, or Other Professional Advice or Services
The Services are not intended to provide specific legal, financial, investment, tax, or other professional advice or services (collectively "Professional Advice"). Moreover, any information provided by an employee or agent of IRMI, whether by telephone, e-mail, letter, or other form of communication, is intended solely for general information purposes and does not constitute Professional Advice. If you need specific Professional Advice, you should seek and retain the services of a competent professional.
Moreover, the Services and all Content available therein are provided solely for informational, noncommercial purposes and should not be relied upon as all-inclusive. Opinions expressed by Content Providers are those of the author and are not necessarily the opinions of the author's employer or of IRMI.
20. Internet Delays, Availability of and Modifications to the Services
While IRMI will make all reasonable efforts to ensure that the Services are available at all times, all online services suffer from occasional disruptions, technical difficulties, outages, or other problems inherent in the use of the Internet. IRMI is not liable for any loss or damages you may incur as a result of such disruptions, technical difficulties, outages, or other problems inherent in the use of the Internet. Moreover, IRMI reserves the right to (a) change or modify the Services, or any portion thereof, at any time and without prior notice to you; (b) interrupt the operation of the Services, or any portion thereof, at any time and without prior notice to you, in order to update or make changes to the Services, or to perform routine or nonroutine maintenance; and (c) suspend or discontinue the Services, or any portion thereof, at any time. In the event of such suspension or discontinuation, electronic notice will be provided to you according to the terms and provisions of this Agreement.
21. Links to Third-Party Websites
The Services may contain links to third-party websites, services, and resources (collectively "Linked Sites") that are not owned or controlled by IRMI or its subsidiaries or affiliated companies. These Linked Sites are provided solely as a convenience to You and not because we or our subsidiaries or affiliated companies endorse or assume any responsibility for any such Linked Sites, including, but not limited to, the information, materials, products, services, data, features, advertisements, or other content on such Linked Sites. If you access the Linked Sites from the Services, you do so at your own risk, and you understand that these Terms and IRMI's Privacy Policy do not apply to the use of such Linked Sites. Upon access to any such Linked Sites, IRMI recommends that you carefully review the specific website's terms and conditions and conditions of use, including, but not limited to, the Linked Sites' privacy policy. IRMI expressly disclaims any and all liability arising from your use of the Linked Sites, including any information, materials, products, services, data, features, advertisements, or any other content on such Linked Sites.
22. Mobile Features
The Services may offer features and services that are available to you via your mobile device. These features and services may include, without limitation, the ability to receive notifications or messages from the Services, download applications to your mobile device, or access IRMI Site features (collectively, the "Mobile Features"). The Mobile Features may be subject to additional Terms of Use, and any such terms and conditions will be disclosed when you register for the Mobile Features. Moreover, we may charge a fee for Mobile Features, and these charges will be disclosed prior to completion of registration for the Mobile Features. Also, standard messaging, data, and other fees may be charged by your carrier. Carrier fees and charges will appear on your mobile bill or be deducted from your prepaid balance. Your carrier may prohibit or restrict certain Mobile Features and certain Mobile Features may be incompatible with your carrier's plan or mobile device. Contact your carrier with questions regarding these issues. You agree that the Mobile Features for which you register may send communications to your mobile device regarding the Services. Further, we may collect information related to your use of the Mobile Features. Instructions regarding how to opt out of Mobile Features will be disclosed in connection with registering for the Mobile Features, and the ways in which you can opt out of receiving certain communications from us are also detailed in our Privacy Policy.
23. Location of the Services, Territorial Restrictions, and Export Controls
The Services are controlled and operated by IRMI from its offices within the State of Texas, United States of America. IRMI makes no representation that the materials in the Services are appropriate or available for use in other locations and other countries. The information provided on the Services is not intended for distribution to, or use by, any person or Entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or that would subject IRMI to any registration requirement within such jurisdiction or country. Those who choose to access the Services from other locations or other countries do so on their own initiative and at their own risk and are responsible for compliance with local laws in that territory, if and to the extent that local laws are applicable. IRMI may limit the Services' availability, in whole or in part, to any person, geographic area, or jurisdiction IRMI chooses, at any time and in IRMI's sole discretion.
You may not use or otherwise export or re-export the Services except as authorized by United States law. In particular, but without limitation, the Services may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List. By using the Services, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use the Services for any purposes prohibited by United States law.
24. Notices
Notices to IRMI under these Terms shall be in writing and shall be sent electronically to IRMI via the "Contact Us" form or by certified or registered mail, return receipt requested, or overnight delivery service to International Risk Management Institute, Inc., ATTN: Client Services Department, 12222 Merit Drive, Suite 1600, Dallas, TX 75251. Notices from you to us shall be effective when received by IRMI. Notices from IRMI shall be in writing and may be sent by e-mail or first-class mail or by positing notice on the Services or by any other method that IRMI reasonably determines will provide appropriate notice. The Services may also provide notices of changes to these Terms or other matters by displaying such notices in a prominent place or by providing links to such notices. You may not opt out of receiving such notices. Notices from IRMI to you shall be effective (i) in the case of notices by e-mail, when sent to the e-mail address associated with your account or sent to any other e-mail address made available to IRMI by you; or (ii) in the case of notices by first-class mail, five (5) business days after mailing the notice to the address associated with your account or to any other address made available by you to us; or (iii) in the case of posting notice in a prominent place on the Services, or notices by other methods deemed reasonable by IRMI, the date specified in such notices.
A printed version of these Terms and of any notices given in electronic form shall be admissible in any action or proceeding arising out of or related to these Terms, the IRMI Site, or your use of the Services to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
25. Entire Agreement
These Terms, including our Privacy Policy, any other terms and conditions incorporated into these Terms by reference or by hyperlink, together with any invoices for subscription fees, to the extent such fees are applicable, constitute the entire agreement between IRMI and you with respect to visiting, accessing, browsing, using, or continuing to browse and use the Services, and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written between you and IRMI with respect to such subject matter.
26. Changes to These Terms, Additional Terms
We reserve the right to change, modify, or revise these Terms. We will date and post the most current version of these Terms on the Services. We will revise the "LAST UPDATED" date at the top of these Terms, and any changes will be effective upon posting of the revised version of these Terms (or such later effective date as may be indicated at the top of the revised Terms). If, in our sole discretion, we deem a revision to these Terms to be material, we will notify you by e-mail, or by posting a prominent notice on the Services, or by any other method IRMI reasonably determines will provide appropriate notice. Moreover, additional terms may apply to certain portions of the Services (the "Additional Terms"). In those situations, we will notify you of any such Additional Terms in a manner consistent with this Agreement, including by posting such Additional Terms on the applicable Services. It is your responsibility to check the IRMI Site or the Services periodically for changes to these Terms. Therefore, we encourage you to check the date of these Terms of Use on a regular basis to see if these Terms have been updated. YOUR CONTINUED ACCESS TO OR USE OF ANY PORTION OF THE IRMI SITE OR THE SERVICES CONSTITUTES YOUR ACCEPTANCE OF AND AGREEMENT TO BE BOUND BY ANY SUCH CHANGES TO THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, OR ANY SUBSEQUENTLY REVISED VERSION OF THESE TERMS OF USE, OR ANY ADDITIONAL TERMS, YOUR SOLE REMEDY IS TO DISCONTINUE USE OF THE SITE AND THE SERVICES.
27. Governing Law, Forum
These Terms of Use shall be governed by, construed, and enforced in accordance with the laws of the State of Texas, United States of America, without regard to its conflict of laws principles AND WILL SPECIFICALLY NOT BE GOVERNED BY THE UNITED NATIONS CONVENTIONS ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE. Any dispute, action, or proceeding arising out of or related to these Terms (including any of our policies referred to herein) or your use of the Services must be commenced in the state or federal courts located in Dallas County, Texas, United States of America, which shall be the exclusive jurisdiction and venue of said dispute, action, or proceeding, and both you and we agree to submit to the personal jurisdiction of such courts for the purposes of litigating such action or proceeding.
28. Attorneys' Fees
The prevailing party in any dispute, action, or proceeding arising out of or related to these Terms (including any of our policies referred to herein) or your use of the Services shall be entitled to reasonable attorneys' fees and court costs.
29. Assignment
No provision of these Terms shall be deemed to confer any third-party rights or benefits. You may not assign or sublicense these Terms of Use, or any license, rights, or benefits granted under these Terms of Use. We may assign or transfer our rights and obligations under these Terms, in whole or in part, to a third party, at any time and without prior notice to you.
30. Confidentiality of Subscription Fees
To the extent that subscription fees are not posted, listed, or otherwise specified on the Services, neither party will disclose the subscription fee amounts to any third party, unless required to do so by an order of any court or governmental authority of competent jurisdiction.
31. Severability
If any provision or any portion of any provision of these Terms is found by a court of competent jurisdiction and venue to be unlawful, void, or unenforceable in whole or in part, that provision, or any portion thereof, shall be deemed severable from these Terms and will not affect the validity and enforceability of the remaining provisions.
32. Waiver
A party may only waive its rights under these Terms, by a written document executed by both parties. No delay or omission on the part of either party in exercising any right or remedy under this Agreement will be construed to be a waiver thereof. A waiver of any right or remedy on any one occasion shall not be construed as a bar to or waiver of such right or remedy or any other right or remedy on any future occasion.
33. Headings
The headings or titles of the sections of this Agreement are for convenience of reference only and shall not be used to construe the terms of this Agreement.
If you have questions regarding the IRMI Site, the Services, or the meaning or application of these Terms, please click here to contact us. You can also contact us at the following address or phone number:
International Risk Management Institute, Inc.
12222 Merit Drive
Suite 1600
Dallas, TX 75251
Tel: (972) 960–7693
Toll-Free: (800) 827–4242
Please note that electronic communications will not necessarily be secure. Therefore, you should not include credit card information or other sensitive information in any electronic correspondence with IRMI.