Shared Assessments

1. Changes

   We may occasionally change these Terms, so we encourage you to review the Terms periodically. If we make a change to the Terms you will be presented with the updated Terms at your next log in to the site and given the opportunity to review and accept/reject those new terms. The most current version of the Terms (along with their effective date) will be posted on the site. If you continue to use the Services after we change the Terms, you agree to accept all changes.

2. Privacy Policy; Additional Terms

   Our Privacy Policy describes our practices concerning data that you provide or that we may collect about you and you consent to our use of data in compliance with the Privacy Policy.

   Additional terms may apply to your use of the Services. We will provide these terms to you or post them on the Services to which they apply; they are incorporated by reference into these Terms. If there is a conflict between these Terms and any additional terms that apply to a particular Service, the additional terms will control.

   Special promotions of the Services may also have additional rules and requirements, and you are responsible for complying with these rules and requirements.

3. Registration and Access Controls

   You are responsible for maintaining the confidentiality of your user name and password and you accept responsibility for all activities, charges, and damages that occur under your account. If you have reason to believe that someone is using your account without your permission, you should contact us immediately. We will not be responsible for any loss or damage resulting from your failure to notify us of unauthorized use.

   If we request registration information from you, you must provide us with accurate and complete information and must update the information when it changes. You may not access any age-restricted Services unless you are above the required age.

4. Intellectual Property; License

   The content, information, data, designs, code, and materials associated with the Services (“Content”) are protected by intellectual property and other laws. You must comply with all such laws and applicable copyright, trademark or other legal notices or restrictions.

   1. Commercial Licenses
      You must obtain our written permission for commercial use of the Content or the Services. If you wish to license Content from the Services, please contact us.

5. Third-Party Content

   We occasionally provide third party content or link to third party websites on the Services. We do not necessarily endorse or evaluate third party content and websites, and we do not assume responsibility for third parties’ actions or omissions. You should review third parties’ terms of use and privacy policies before you use their services.

6. Fee-Based Services

   If you accept fee-based products or features, you agree to the terms and conditions governing all such purchases, including all requirements to pay applicable fees and charges. We will notify you of any changes to fees and charges. The specific terms and conditions for fee based services are contained in the License Agreement.

7. Acceptable Use

   The Services have been designed to present Content in a unique format and appearance. Unless we give you permission, you agree not to access the Services using any interface other than ours. We may deny permission to link to the Services for any reason in our sole discretion, and you must be able to edit or delete promptly links that you create, upon our request.

   Without limiting any other provision in these Terms, you may not use the Services to do the following or assist others to do the following:

   • Link to the Services from a site or transmit any material that is inappropriate, profane, vulgar, offensive, false, disparaging, defamatory, obscene, illegal, sexually explicit, racist, that promotes violence, racial hatred, or terrorism, or that we deem, in our sole discretion, to be otherwise objectionable;
   • Frame the Services, display the Services in connection with an unauthorized logo or mark, or do anything that could falsely suggest a relationship between the Program and any third party or potentially deprive us of revenue (including, without limitation, revenue from advertising, branding, or promotional activities);
   • Violate any person’s or entity’s legal rights (including, without limitation, intellectual property, privacy, and publicity rights), transmit material that violates or circumvents such rights, or remove or alter intellectual property or other legal notices;
   • Transmit files that contain viruses, spyware, adware, or other harmful code;
   • Interfere with others using the Services or otherwise disrupt the Services;
   • Transmit, collect, or access personally identifiable information about other users without the consent of those Members and the Program;
   • Engage in unauthorized spidering, “scraping,” or harvesting Content, contact or other personal information, or use any other unauthorized automated means to compile information;
   • Impersonate any person or entity or otherwise misrepresent your affiliation or the origin of materials you transmit; or
   • Defeat any access controls, access any portion of the Services that we have not authorized you to access (including password-protected areas), link to password-protected areas, attempt to access or use another user’s account or information, or allow anyone else to use your account or access credentials.

8. Site Access; Account Deletion

   We may take any of the following actions in our sole discretion for violation of the Shared Assessment Membership Agreement, the License Agreement, and/or these Terms and Conditions without giving you prior notice:

   • Restrict or terminate your access to the Services;
   • Change or discontinue the Services;
   • Deactivate your accounts and delete all related information and files in your accounts;
   • Provide information concerning you and your activities to comply with applicable laws or respond to court order, subpoenas, or other lawful requests, or if we believe doing so would protect your safety or that of another person or protect the security of the Services, or as otherwise described in the Privacy Policy.

   We will not be liable to you or any third party for taking any of these actions and we will not be limited to the remedies above if you violate these Terms.

9. Indemnification

   You will defend, indemnify, and hold harmless the Program and its Managing Agent, The Santa Fe Group, and the directors, officers, employees, shareholders, vendors, partners, contractors, agents, licensors or other representatives of each of them and all of their successors and assigns with respect to all claims, costs (including attorney’s fees and costs), damages, liabilities, and expenses or obligations of any kind, arising out of or in connection with your use or misuse of the Services (including, without limitation use of your account, whether or not authorized by you, and claims arising from Member Submissions).

10. Disclaimers; Limitation of Liability

    THE PROGRAM AND ITS MANAGING AGENT, THE SANTA FE GROUP, DO NOT WARRANT: (1) THAT THE SERVICES, ANY OF THE SERVICES’ FUNCTIONS OR ANY CONTENT OR SOFTWARE CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR-FREE; (2) THAT DEFECTS WILL BE CORRECTED; (3) THAT THE SERVICES OR THE SERVERS HOSTING THEM ARE FREE OF VIRUSES OR OTHER HARMFUL CODE; OR (4) THAT THE SERVICES OR INFORMATION AVAILABLE THROUGH THE SERVICES WILL CONTINUE TO BE AVAILABLE. THE PROGRAM AND ITS MANAGING AGENT, THE SANTA FE GROUP, DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE. THE SERVICES, INCLUDING, WITHOUT LIMITATION, ALL CONTENT, SOFTWARE, AND FUNCTIONS MADE AVAILABLE ON OR ACCESSED THROUGH OR SENT FROM THE SERVICES, ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS.”

    THE PROGRAM AND THE SANTA FE GROUP WILL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, ECONOMIC, PUNITIVE, OR CONSEQUENTIAL DAMAGES) IN CONNECTION WITH THE SERVICES OR YOUR USER SUBMISSIONS, (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, GROSS NEGLIGENCE, OR OTHERWISE, BUT EXCLUDING WILLFUL MISCONDUCT) UNLESS SPECIFIED IN WRITING. YOUR ACCESS TO AND USE OF THE SERVICES IS AT YOUR RISK. IF YOU ARE DISSATISFIED WITH THE SERVICES OR ANY OF THE CONTENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND USING THE SERVICES.

    YOU ACKNOWLEDGE AND AGREE THAT IF YOU INCUR ANY DAMAGES THAT ARISE OUT OF THE PROGRAM OR THE SANTA FE GROUP’S ACTS OR OMISSIONS, THE DAMAGES, IF ANY, ARE NOT IRREPARABLE AND ARE NOT SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR OTHER EQUITABLE RELIEF RESTRICTING EXPLOITATION OF ANY WEBSITE, PROPERTY, PRODUCT, PROGRAM, TELEVISION SHOW, MOTION PICTURE, OR OTHER AUDIO/VISUAL CONTENT OWNED OR CONTROLLED BY THE CBS INTERACTIVE PARTIES, INCLUDING WITHOUT LIMITATION THE SERVICES (INCLUDING THOSE INCORPORATING USER SUBMISSIONS).

    YOU ACKNOWLEDGE THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE UNKNOWN OR ARE UNSUSPECTED. ACCORDINGLY, YOU AGREE TO WAIVE THE BENEFIT OF ANY LAW, INCLUDING, TO THE EXTENT APPLICABLE, CALIFORNIA CIVIL CODE § 1542, THAT OTHERWISE MIGHT LIMIT YOUR WAIVER OF SUCH CLAIMS.

    SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

11. Governing Law, Venue, and Jurisdiction

    These Terms and all claims arising from or related to your use of the Services will be governed by and construed in accordance with the laws of the State of New York,
    With respect to any disputes or claims not subject to arbitration (as set forth below), you agree to exclusive jurisdiction in the state and federal courts in New York, New York. Notwithstanding any other provision of these Terms, we may seek injunctive or other equitable relief from any court of competent jurisdiction.

    Regardless of any statute or law to the contrary, you must file any claim or action related to use of the Services or these Terms within one year after such claim or action accrued. Otherwise, you will waive the claim or action.

12. Arbitration

    We may elect to resolve any controversy or claim arising out of or relating to these Terms or the Services by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Unless we establish a different location, arbitration hearings will be held in Santa Fe, New Mexico. The arbitrator’s award will be binding and may be entered as a judgment in any court of competent jurisdiction.

13. Miscellaneous

    We may be required by state or federal law to notify you of certain events. You hereby acknowledge and agree that such notices will be effective upon our posting them on our sites or delivering them to you via email. You may update your email address by visiting the Services where you have provided contact information. If you do not provide us with accurate information, we will not be responsible for failure to notify you. Our failure to exercise or enforce any right or provision in these Terms will not constitute a waiver of such right or provision. These Terms, including all additional terms, conditions, and policies on the Services, constitute the entire agreement between you and us and supersede all prior agreements with respect to the subject matter hereof. If any part of these Terms is determined to be invalid or unenforceable under applicable law, that provision will be removed, and the remainder of the Terms will continue to be valid and enforceable.

LICENSE AGREEMENT

The Shared Assessments Program (“Program”) attaches the following terms and conditions to organizations and individuals (“Licensee”) downloading, copying and/or using the Program Tools (“Tools”). By downloading the Tools you hereby agree to adhere to and be bound by the following terms and conditions:

1. Grant of License

   1. The Shared Assessment Program and The Santa Fe Group (“Licensor”) hereby grants a non-exclusive, royalty-free, worldwide license to access, download, and use the Program Tools subject to the following:
      1. No modifications may be made to the Program Tools without the express written permission of Licensor.
      2. Licensee must notify Licensor at sharedassessments@santa-fe-group.com of their reasons for the modifications and make the modifications available to for review and approval as additions and/or modifications to the current version of the Tools.
      3. Copyright and all other intellectual property or proprietary rights in the Tools, and any modifications to the Tools, shall belong exclusively to Licensor.
      4. Persons downloading the Tools who wish to incorporate the Tools into a software product offered for license or sale must first obtain a separate license from the Licensor.
      5. The Tools have been developed as tools for information security, privacy and business continuity compliance. They are based on general information security and privacy laws, regulation, principles, frameworks, audit programs, seal programs and regulatory guidance from various jurisdictions and do not constitute legal advice or an exhaustive list of questions or procedures covering all the information security or privacy laws in the US, or rest of the world, that may apply to a service provider. Each Licensee should consult counsel on a case-by-case basis to ensure compliance with all applicable information security and privacy laws, regulations, policies and standards.
      6. Licensee will not knowingly remove any copyright notice or trade name or marks of the Program that may appear on the Tools. Licensee shall comply with applicable conventions regarding copyright and source of material attribution.
      7. Licensee shall not reverse engineer, decompile, disassemble, re-engineer or otherwise attempt to discover the source code of any software components of the Tools, except as allowed by applicable law.
      8. The Tools are provided for the use of the Licensee and its Affiliates and are not for re-sale.
      9. The Tools may be used by any number of employees, agents and consultants of Licensee and/or its Affiliates (collectively, “Users”) for the benefit of Licensee and/or any Affiliates. Without limiting any other provision of this Agreement, Users may use, copy, process, compile, store or download, in hard copy or electronically, any amount of information for research on behalf of Licensee and distribute any information used in such research in any format (e.g., hardcopy or electronic), amount and frequency to any employee and/or consultant of any Licensee.
      10. “Affiliates” as used herein means an entity either directly or indirectly controlled by or under common control of the Licensee.
      11. Tools distributed to another individual or entity by any Licensee, or its Affiliate, for the purpose of any assessment, audit, investigation, or other use permitted by Licensee, shall not convey any rights in the Tools whatsoever to that individual or entity, including without limitation, the right to use, reuse, or distribute the Tools to anyone other than the Licensee or Affiliate from whom they were received.
          1. a) Licensee and/or its Affiliate (as appropriate) shall convey in writing such limitation to any individual or entity to which it provides a copy of the Tools.

2. Representations and Warranties

   THE SHARED ASSESSMENTS PROGRAM TOOLS ARE PROVIDED “AS IS” AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED. IN NO EVENT SHALL THE SANTA FE GROUP, OR THE PROGRAM, ITS SPONSORS OR PROGRAM MEMBERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THE PROGRAM TOOLS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

3. Limitations of Liability

   EXCEPT FOR A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT,OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY’S (INCLUDING ITS AFFILIATES, IN THE CASE OF MEMBER). LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE ANNUAL MEMBERSHIP FEE PAID BY MEMBER TO PROGRAM HEREUNDER.

4. General

   1. Complete Agreement. This Agreement constitutes the entire understanding and agreement of the parties with respect to the subject matter of this Agreement, and supersedes (i) all previous agreements or negotiations between the parties concerning the subject matter hereof, AND (ii) any terms and conditions contained on any paid invoice at any time before, on or after the date the Tools are first downloaded by Member. To the extent that this Agreement conflicts with the Member Agreement as it relates to the use of the Tools, this Agreement shall control.
   2. Headings. The headings in this Agreement are intended for convenience of reference and will not affect interpretation of this Agreement.
   3. No Waiver. The failure of either party to partially or fully exercise any right or the waiver by either party of any breach shall not prevent a subsequent exercise of such right or be deemed a waiver of any subsequent breach of the same or any other provision of this Agreement.
   4. Severability. Should any provision of this Agreement be held to be void, invalid or inoperative, the remaining provisions of this Agreement shall not be affected and shall continue in effect, and the invalid provision shall be deemed modified to the least degree necessary to remedy such invalidity.
   5. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving any effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Each party hereby consents to personal jurisdiction and venue in the state and federal courts located in the State of New York, New York County, with respect to any actions, claims, disputes or proceedings arising out of or in connection with this Agreement.
   6. Survival. Sections 1, 3 AND 4 will survive the completion, expiration, cancellation or termination of this Agreement for any reason.