WEBSITE TERMS OF USE

PLEASE READ THESE TERMS AND CONDITIONS OF WEBSITE USE CAREFULLY. THESE TERMS AND CONDITIONS OF WEBSITE USE (THE “TERMS OF USE”) APPLY TO ALL C T CORPORATION SYSTEM ("CT") WEB SITES, INCLUDING THE WEBSITE LOCATED AT WWW.CTADVANTAGE.COM AND ALL ASSOCIATED SITES LINKED TO WWW.CTADVANTAGE.COM BY CT, ITS SUBSIDIARIES AND/OR AFFILIATES (COLLECTIVELY, THE “WEBSITE”). BY ACCESSING THE WEBSITE, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE AND UNDERSTAND AND AGREE TO ABIDE BY THEM. YOUR USE OF THE WEBSITE IS SUBJECT TO, AND CONSTITUTES ACCEPTANCE OF, THESE TERMS OF USE. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF USE, THEN YOU MUST DISCONTINUE ACCESS AND USE OF THE WEBSITE.

CT provides this Website for the convenience of its customers. Notwithstanding any other provision in these Terms of Use, CT reserves the right, in the event of a violation of these Terms of Use, to protect its rights, property and interests to the maximum extent of the law. Further, CT reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms of Use, at any time. It is your responsibility to check these Terms of Use periodically for changes. Your continued use of the Website following the posting of changes will mean that you accept and agree to the changes.

General Information

The content on the Website is intended to be a general information resource in regard to the subject matter covered, and is provided solely on an "AS IS" and "AS AVAILABLE" basis and may not be up to date. You should confirm the information contained on the Website with other sources and not rely on such information for any purpose other than evaluating the opportunity to purchase/license CT solutions or resources.

Privacy

If you submit any information (including personal information) at the Website, such information will be subject to the CT Privacy Statement, which is available through the Website. The sender of any information is solely responsible for its content, including, without limitation, its accuracy, truthfulness and non-infringement of any other person's or entity's legal rights.

Ownership, Trademarks and Copyrights

All text, graphics, photographs, trademarks, logos, sounds, music, artwork, user interfaces and computer code (collectively, “Content”), including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement of such Content, contained on the Website is owned, controlled or licensed by or to CT, and is protected by trademark, copyright, patent and trade dress laws, and various other intellectual property rights and unfair competition laws. The trademarks, logos and service marks displayed on the Website are registered and unregistered marks of CT and others. Nothing contained on this Website should be construed as granting, by implication or otherwise, any license or right in and to the Content, including any marks. Unauthorized use of any Content may be a violation of federal and state trademark laws. This Website is protected by United States' copyright laws. You may not copy, modify, upload, download, post, transmit, republish or distribute any of the Content, including without limitation the HTML or other software instructional code, contained on this Website without CT's prior written permission.

You may use information on or about CT solutions and resources (such as white papers, client profiles and similar materials) purposely made available by CT for downloading from the Website, provided that you (1) not remove any proprietary notice language in all copies of such documents, (2) use such information only for your personal, non-commercial informational purpose and do not copy or post such information on any networked computer or broadcast it in any media, (3) make no modifications to any such information, and (4) not make any additional representations or warranties relating to such documents.

Use of the Website

You may not use any automatic device, program, algorithm or methodology or any similar or equivalent manual process, to access, copy or monitor any portion of the Website, including any Content, or in any way reproduce or circumvent the navigational structure or presentation of the Website, including any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Website. You may not attempt to gain unauthorized access to any portion or feature of the Website, or any other systems or networks connected to the Website or to any CT server, or to any of the solutions or resources offered on or through the Website, by any illegitimate or unapproved means.

You may not probe, scan or test the vulnerability of the Website or any network connected to the Website, nor breach the security or authentication measures on the Website or any network connected to the Website. You may not reverse look-up, trace or seek to trace any information on any other user of or visitor to the Website, or any other customer of CT, including any CT account not owned by you, to its source, or exploit the Website or any solution or information made available or offered by or through the Website, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by the Website.

You agree that you will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Website or CT’s systems or networks, or any systems or networks connected to the Website or to CT. You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Website or any transaction being conducted on the Website, or with any other person’s use of the Website.

You may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send to CT on or through the Website or any solution or resource offered on or through the Website. You may not pretend that you are, or that you represent, someone else, or impersonate any other individual or entity. You may not use the Website or any Content for any purpose that is unlawful or prohibited by these Terms of Use, or to solicit the performance of any illegal activity or other activity which infringes the rights of CT or others.

CT Solutions; Other Terms and Conditions

Additional terms and conditions may apply to specific portions or features of the Website all of which terms are made a part of these Terms of Use by this reference. You agree to abide by such other terms and conditions, including where applicable representing that you are of sufficient legal age to use or participate in such solution or feature. If there is a conflict between these Terms of Use and the terms posted for or applicable to a specific portion of the Website or for any solution or resource offered on or through the Website, the latter terms shall control with respect to your use of that portion of the Website or the specific solution or resource.

CT’s obligations, if any, with regard to its solutions and resources are governed solely by the agreements pursuant to which they are provided, and nothing on this Website should be construed to alter such agreements. You may be party to a separate services or license agreement governing use of CT solutions, services, resources, information and/or materials, including Content, in which case your use is governed by any applicable services or license agreement in addition to these Terms of Use. In the event of a conflict between such services or license agreement and the Terms of Use, the services or license agreement with CT shall control.

CT may make changes to any solutions or resources offered on the Website, or to the applicable prices for any such solutions or resources, at any time, without notice. The materials on the Website with respect to solutions or resources may be out of date, and CT makes no commitment to update the materials on the Website with respect to such solutions or resources.

Accounts, Passwords and Security

Certain features or solutions offered on or through the Website may require you to open an account (including setting up a user ID and password). You are entirely responsible for maintaining the confidentiality of the information you hold for your account, including your password, and for any and all activity that occurs under your account. You agree to notify CT immediately of any unauthorized use of your account or password, or any other breach of security. You may be held liable for losses incurred by CT or any other user of or visitor to the Website due to someone else using your ID, password or account. You may not use anyone else’s ID, password or account at any time without the express permission and consent of CT and the holder of that ID, password or account. CT cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.

Press Releases

The Website may contain information, news and/or press releases about CT. While this information was believed to be accurate as of the date it was prepared, CT disclaims any duty or obligation to update this information, news or any press releases. Information about companies other than CT contained in the news, press releases or otherwise, should not be relied upon as being provided or endorsed by CT.

Links

The Website may contain links to websites maintained by other companies or organizations. CT is providing these links to you only as a convenience. The inclusion of any link does not imply that CT endorses any third-party website or third-party company or product/service. CT does not have any control over the content of such third-party websites and assumes no responsibility whatsoever for the functionality of such websites or for the accuracy of any information presented at such other websites. CT expressly disclaims any responsibility for the content of any third party websites linked to the Website. Matters related to third-party website links are also subject to the CT Privacy Statement, which is available through the Website.

Submissions

Certain areas of the Website may enable you to submit e-mails or otherwise provide feedback or information to CT.

You agree that by submitting any content to CT:

• you will not submit any information for which you do not have all necessary consents or authorizations to disclose;
• you will only submit content that complies with applicable law, and will not submit content that is abusive, defamatory, obscene, infringing, threatening or otherwise inappropriate, or that contains any viruses or other software that may adversely affect the operation of another's computer;
• you understand and agree that any content that is submitted to a feedback page, will be deemed non-confidential; and
•  you grant to CT the irrevocable right to use, copy, modify, publish, perform, transmit and display any such content via any media in accordance with these Terms of Use, and waive any rights you may have in such content. Subject to all applicable laws and the CT Privacy Statement, CT shall be free to use such content, including any ideas, concepts, know-how or techniques contained in such content, for any reason whatsoever.

NO WARRANTIES

ALL CONTENT ON THE WEBSITE IS PROVIDED TO YOU ON AN "AS IS" "AS AVAILABLE" BASIS AND MAY NOT BE UP TO DATE. IT IS PROVIDED WITHOUT WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY AND NON-INFRINGEMENT. CT MAKES NO WARRANTY AS TO THE ACCURACY, COMPLETENESS, CURRENCY OR RELIABILITY OF ANY CONTENT AVAILABLE THROUGH THE WEBSITE. YOU ARE RESPONSIBLE FOR VERIFYING ANY INFORMATION BEFORE RELYING ON IT. USE OF THE WEBSITE AND THE CONTENT AVAILABLE ON THE WEBSITE IS AT YOUR SOLE RISK. CT MAKES NO REPRESENTATIONS OR WARRANTIES THAT USE OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE. YOU ARE RESPONSIBLE FOR TAKING ALL NECESSARY PRECAUTIONS TO ENSURE THAT ANY CONTENT YOU OBTAIN FROM THE WEBSITE IS FREE OF VIRUSES.

THE ABOVE EXCLUSIONS MAY NOT APPLY IN JURISDICTIONS THAT DO NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES.

NO LEGAL ADVICE

CT IS NOT ENGAGED IN RENDERING LEGAL OR OTHER PROFESSIONAL SERVICES. THE CONTENT DOES NOT CONSTITUTE LEGAL, ACCOUNTING OR OTHER PROFESSIONAL ADVICE AND SHOULD NOT BE RELIED UPON AS SUCH. IF LEGAL OR OTHER EXPERT ASSISTANCE IS REQUIRED, THE SERVICES OF A COMPETENT PROFESSIONAL PERSON SHOULD BE SOUGHT.

LIMITATION OF LIABILITY

CT SPECIFICALLY DISCLAIMS ANY LIABILITY, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE WEBSITE, EVEN IF CT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING BUT NOT LIMITED TO RELIANCE BY ANY PARTY ON ANY CONTENT OBTAINED THROUGH THE USE OF THE WEBSITE, OR THAT ARISES IN CONNECTION WITH MISTAKES OR OMISSIONS IN, OR DELAYS IN TRANSMISSION OF, INFORMATION TO OR FROM THE USER, INTERRUPTIONS IN TELECOMMUNICATIONS CONNECTIONS TO THE WEBSITE OR VIRUSES, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, WAR, TERRORISM, TELECOMMUNICATIONS FAILURE, THEFT OR DESTRUCTION OF, OR UNAUTHORIZED ACCESS TO THE WEBSITE, OR RELATED INFORMATION OR PROGRAMS.

Indemnity

You agree to indemnify and hold CT, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, harmless from any demand, loss, liability, claim or expense (including attorneys’ fees) made against CT by any third party due to or arising out of or in connection with your use of the Website.

Violation of These Terms of Use

CT may disclose any information CT has about you (including your identity) if CT determines that such disclosure is necessary in connection with any investigation or complaint regarding your use of the Website, or to identify, contact or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) CT’s rights or property, or the rights or property of visitors to or users of the Website, including CT’s customers. CT reserves the right at all times to disclose any information that CT deems necessary to comply with any applicable law, regulation, legal process or governmental request. CT also may disclose your information when CT determines that applicable law requires or permits such disclosure, including exchanging information with other companies and organizations for fraud protection purposes.

CT reserves the right to transfer personal information to a purchaser or successor entity in the event of a sale or other corporate transaction involving some or all of our business. You acknowledge and agree that CT may preserve any transmittal or communication by you with CT through the Website or any solution offered on or through the Website, and may also disclose such data if required to do so by law or CT determines that such preservation or disclosure is reasonably necessary to (1) comply with legal process, (2) enforce these Terms of Use, (3) respond to claims that any such data violates the rights of others, or (4) protect the rights, property or personal safety of CT, its employees, users of or visitors to the Website, and the public.

You agree that CT may, in its sole discretion and without prior notice, terminate your access to the Website and/or block your future access to the Website if CT determines that you have violated these Terms of Use or other agreements or guidelines which may be associated with your use of the Website. You also agree that any violation by you of these Terms of Use will constitute an unlawful and unfair business practice, and will cause irreparable harm to CT, for which monetary damages would be inadequate, and you consent to CT obtaining any injunctive or equitable relief that CT deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies CT may have at law or in equity.

You agree that CT may, in its sole discretion and without prior notice, terminate your access to the Website, for cause, which includes (but is not limited to) (a) requests by law enforcement or other government agencies, (b) a request by you (e.g., self-initiated account deletions), (c) discontinuance or material modification of the Website or any solution offered on or through the Website, or (d) unexpected technical issues or problems.

If CT does take any legal action against you as a result of your violation of these Terms of Use, CT will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to CT. You agree that CT will not be liable to you or to any third party for termination of your access to the Website as a result of any CT determination that you violated these Terms of Use.

Governing Law; Dispute Resolution

You agree that all matters relating to your access to or use of the Website, including all disputes, will be governed by the laws of the United States and by the laws of the State of New York without regard to any other laws that would require the application of the laws of another state. You agree to the personal jurisdiction by and venue in the state and federal courts in New York, New York, and waive any objection to such jurisdiction or venue.

Void Where Prohibited

Although the Website may be accessible worldwide, not all features, solutions or resources discussed, referenced, provided or offered through or on the Website are available to all persons or in all geographic locations, or appropriate or available for use outside the United States. CT reserves the right to limit, in its sole discretion, the provision and quantity of any feature, solution or resource to any person or geographic area. Any offer for any feature, solution or resource made on the Website is void where prohibited by law. If you choose to access the Website from outside the United States, you do so on your own initiative and you are solely responsible for complying with applicable local laws.

Miscellaneous

You may not use or export or re-export any Content or any copy or adaptation of such Content, or any solution or resource offered on the Website, in violation of any applicable laws or regulations, including without limitation United States export laws and regulations. If any of the provisions of these Terms of Use are held by a court or other tribunal of competent jurisdiction to be void or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms of Use, so that these Terms of Use shall remain in full force and effect. Other than as provided in a license agreement you enter into with CT or its affiliates, CT will not accept any counter-offers to these Terms of Use, and all such offers are hereby categorically rejected. CT’s failure to insist on or enforce strict performance of these Terms of Use shall not be construed as a waiver by CT of any provision or any right it has to enforce these Terms of Use, nor shall any course of conduct between CT and you or any other party be deemed to modify any provision of these Terms of Use. These Terms of Use shall not be interpreted or construed to confer any rights or remedies on any third parties.

Questions

If you have any questions, please contact CT through the relevant solution, support or topical CT website.