Terms of Use
General
National Compliance Management Service, Inc., a Kansas Corporation, (NCMS) hosts the NCMS Extranet at which clients and other authorized parties can access confidential testing data and other client materials. The NCMS Extranet is provided for the benefit of clients and other authorized parties. The NCMS Extranet provides clients with secure access to important and confidential data. This User Agreement sets forth the terms and conditions governing your access and use of the NCMS Extranet and NCMS’s websites, applications, software, email newsletters, subscriptions, social media, or any of NCMS’s digital properties (the “Services”). You must agree to comply with the applicable terms and conditions of this User Agreement. By accessing or using any of the Services, including the NCMS Extranet, you enter a binding agreement with NCMS. Please review this User Agreement carefully, as they contain an Arbitration Agreement, Jury Trial Waiver, Class Action Waiver, Limitation on NCMS’s Liability, and other provisions that directly affect your legal rights.
Access
By indicating your acceptance of this User Agreement and/or accessing the Services, you agree to comply with the terms set forth herein as they exist at the time of your use or access of the Services. If you do not agree then you may not access the NCMS Services. As a further condition of using or accessing the Services, you acknowledge and agree that you have read, understand, and agree to NCMS’s Privacy Policy, as it exists at the time of your use or access of the Services. NCMS’s Privacy Policy is incorporated into this User Agreement. NCMS’s Privacy Policy describes how NCMS collects, uses, and shares information. If you do not agree with each and every provision of this User Agreement or each and every provision of NCMS’s Privacy Policy, then you may not use or access the Services.
YOUR USE OR ACCESS OF ANY PORTION OF THE SERVICES CONSTITUTES YOUR UNCONDITIONAL AGREEMENT TO BE BOUND BY THIS USER AGREEMENT, AS MAY BE AMENDED. IF YOU DO NOT AGREE TO THIS USER AGREEMENT, YOU ARE NOT PERMITTED TO USE OR ACCESS THE SERVICES.
By accepting this User Agreement, you understand and agree that, as stated in the mandatory Arbitration Agreement and Class Action Waiver, you are waiving your right to resolve any dispute through other processes that could be available to you, such as court actions or administrative proceedings. It also means that you are waiving your rights to a trial by jury or to combine your dispute with others in a class action.
Depending on your use of the Services, you may be granted a User ID for access to the NCMS Extranet or other restricted portions of the Services. Each User ID may have a different level of access privilege. You agree that your User ID is only for your personal use, and you will not permit anyone else to use or access your User ID. You are responsible for all access to the NCMS Extranet through your User ID. If you believe or suspect that another party has gained access to your User ID, you must inform NCMS immediately. You may not transfer your User ID to anyone else. You agree to keep your User ID confidential.
You represent and warrant that any information you provide to NCMS is complete and accurate. It is your responsibility to inform NCMS of any changes to your user information. NCMS reserves the right to suspend user privileges and block access of any user who violates this User Agreement.
Permitted Uses
a. General
Your User ID only allows you to view materials related to your authorized use or access of the Services, and provides no ability to view materials for any other party. Your User ID provides no right to use or access materials or information for any unauthorized use or purpose. You shall not attempt to access, use, or view materials for any other person or entity. If for any reason you obtain access to any materials not related to your relationship with NCMS or view or gain access to information or materials pertaining to another person or entity’s relationship with NCMS or belonging to another person or entity, you shall immediately inform NCMS at info@nationalcompliance.com and refrain from viewing, accessing, obtaining, or downloading such materials.
You agree not to (a) use or access the Services in a manner that could damage, disable, overburden, or impair any NCMS computer system or the networks connected to any NCMS computer system; (b) interfere with NCMS’s or any third party’s use or enjoyment of the Services; or (c) attempt to gain unauthorized access to the Services or any related accounts, computer systems, or networks connected to any NCMS computer system through hacking, password mining, or any other means.
b. Viewing and Downloading
Through your authorized use of the Services, you may be granted the ability to use, access, view, and download materials including documents and work product. You specifically acknowledge and agree that it is your sole responsibility to ensure and maintain the appropriate level of confidentiality for all such documents and materials and that NCMS is not responsible for the security of any information, documents, or materials that you download or obtain through your use of the Services. You must maintain the appropriate level of confidentiality for material that you download from the Services, including but not limited to the NCMS Extranet. NCMS is not responsible for the security of any material that you download from the the Services and/or the NCMS Extranet.
c. Uploading Material
If your User ID is granted the right, you may be given authorization to upload certain materials to the Services. You warrant that the materials you upload are for the purpose of your relationship with NCMS, and that such materials are free from any viruses, Trojan horses, or any code that could harm any computer system. You are solely responsible for any material you upload. You acknowledge and agree that, depending on the specific matter and related level of restricted access, other parties may have access to materials you upload to the Services.
d. Use or Access by Minors
The Services are neither targeted to, nor intended to be used by anyone under the age of 18 years. Any use or access by anyone under the age of 18 is prohibited. If you are under the age of 18 years, you must not use or access the Services.
e. Intellectual Property
Unless otherwise explicitly specified, all materials that are included in or are otherwise a part of the Services are copyrights, trademarks, trade dress and/or intellectual property owned, controlled or licensed by NCMS or by third parties who have licensed their materials to NCMS and are protected by U.S. and international intellectual property laws. The compilation (i.e., the collection, arrangement, and assembly) of all materials on the Services is the exclusive property of NCMS or its licensors and are protected by U.S. and international copyright laws. You shall not copy, reproduce, republish, upload, post, transmit, or distribute the Services in any way that violates NCMS’s intellectual property rights. This section shall remain in effect after the expiration or termination of your use of the Services.
Links
When using the Services, you may sometimes be linked to other web sites. NCMS is not responsible for any web sites not operated by NCMS.
Security
NCMS may change or enhance the security protection without notice to you. You shall not attempt to disable or circumvent any security features on the Services.
Termination
You may terminate your access privilege to the NCMS Extranet at any time by providing email notice to NCMS at info@nationalcompliance.com. NCMS may, in its sole discretion, terminate your registration, access to, and use of, the Services at any time without notice to you. If NCMS terminates you use of or access to the Services, you agree that you will immediately cease use of the Services. All applicable provisions of the Agreement will survive termination of this Agreement.
Email and Other Communications
In connection with your use of the Services, you consent to NCMS’s recording any communication, electronic or otherwise, between you and NCMS and retaining any information and data you submit while using the Services. In using the Services, you may be permitted to communicate electronically with NCMS via electronic mail; however, you acknowledge and agree to only submit general information or inquiries to NCMS via electronic mail and any other submissions or communications on or through the Services, and you agree that any information or inquiries you submit through the Services will be in accordance with the express instructions set forth on the Services for such submissions or communications. Do not send any time-sensitive communications to NCMS via electronic mail. You agree that NCMS shall not be responsible for responding to any such communications.
Accuracy of Information
NCMS makes no representations, warranties, or guarantees that the Services are free from inaccuracies or errors. The materials and information on the Services are not guaranteed to be correct, complete, or up-to-date. You acknowledge and agree that NCMS shall not be responsible for incorrect, inaccurate, or incomplete information or any damage or loss suffered by any person as a result of reliance on such information.
Indemnification
To the extent allowed by law, you agree to defend, indemnify, and hold harmless NCMS and any of its directors, officers, partners, and employees from and against any and all third-party claims and all liabilities, assessments, losses, costs, or damages resulting from or arising out of or related to your use of the Services, or any breach by you of any term or condition of this Agreement. If any such action shall be brought against any indemnified party, they shall notify you in writing and you shall assume and control the defense and settlement of each such action, including the engagement of qualified legal counsel and payment of all related expenses. In its sole discretion, NCMS and any other indemnified party shall have the right to employ separate counsel in any such action and participate in the defense, at their own cost unless otherwise agreed to by you.
DISCLAIMER OF WARRANTIES
USE OF AND ACCESS TO THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND TO THE MAXIMUM EXTENT PERMITTED UNDER THE LAW OR AT EQUITY. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. NCMS EXPRESSLY DISCLAIMS ALL WARRANTIES OR REPRESENTATIONS, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, MERCHANTABILITY, QUALITY, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, FUNCTIONALITY, COMPATIBILITY, FREEDOM FROM COMPUTER VIRUS OR MALWARE, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, COMPUTER FAILURE OR MALFUNCTION, NON INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE OF THE SERVICES OR ITS CONTENT. YOU ASSUME ALL RISK OF USE OF OR ACCESS TO THE SERVICES. NO WARRANTY IS GIVEN THAT THE SERVICES WILL BE ERROR-FREE, FREE OF VIRUSES, OR UNINTERRUPTED. NCMS IS NOT RESPONSIBLE FOR INVALID DESTINATIONS AND TRANSMISSION ERRORS IN, CORRUPTION OF, OR THE SECURITY OF INFORMATION CARRIED OVER TELECOMMUNICATIONS CARRIERS’ OR OTHER PROVIDERS’ FACILITIES. NCMS HAS NO LIABILITY FOR FAULTY OR INTERRUPTED COMMUNICATION LINKS. YOU ACKNOWLEDGE THAT PORTIONS OF THE CONTENT OF THE NCMS EXTRANET ARE PROVIDED BY THIRD PARTY USERS, AND NCMS HAS NO CONTROL OVER, OR LIABILITY FOR ANY SUCH CONTENT.
NCMS DOES NOT WARRANT THAT THE INFORMATION CONTAINED IN THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION AND/OR DELIVERY OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS IN THE SERVICES WILL BE CORRECTED, OR THAT THE SERVICES OF THE SYSTEMS AND NETWORKS THAT MAKE THE SERVICES AVAILABLE ARE FREE FROM ANY HARMFUL COMPONENTS, INCLUDING VIRUSES. NCMS DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS, EXPRESS OR IMPLIED, REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU ACKNOWLEDGE THAT PORTIONS OR THE CONTENT OF THE NCMS WEBSITES ARE PROVIDED BY THIRD PARTY USERS, AND YOU AGREE THAT NCMS HAS NO CONTROL OVER, OR LIABILITY FOR ANY SUCH CONTENT.
LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED UNDER THE LAW OR AT EQUITY, UNDER NO CIRCUMSTANCES, AND UNDER NO LEGAL OR EQUITABLE THEORY, WHETHER IN TORT, CONTRACT, STRICT LIABILITY, OR UNDER ANY OTHER SUBSTANTIVE LEGAL THEORY, INCLUDING, WITHOUT LIMITATION, UNJUST ENRICHMENT OR QUANTUM MERUIT, SHALL NCMS; ANY OF ITS EMPLOYEES, OWNERS, OFFICERS, OR AGENTS; OR ITS AFFILIATES, THEIR DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTIAL DAMAGES, OR DAMAGES OF ANY NATURE INCURRED IN CONNECTION WITH OR ARISING OUT OF THE USE OR THE INABILITY TO USE THE SERVICES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF NCMS OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS OR SHOULD HAVE KNOWN THE POSSIBILITY OF SUCH DAMAGES OR LOSS.
General Compliance with Laws
You agree to comply fully with all applicable laws, statutes, ordinances, rules and regulations, and agree not to use the Services to facilitate collusion or for any other conduct violating antitrust or other applicable laws.
Waivers and Remedies
Any waiver by NCMS of the provisions of this Agreement or of NCMS’s rights or remedies under this Agreement must be in writing to be effective. Any waiver in a particular instance shall not constitute a waiver of the same or different rights or breaches in any other instance. Failure, neglect or delay by NCMS to enforce the provisions of this Agreement or NCMS’s rights or remedies at any time will not be construed and will not be deemed to be a waiver of NCMS’s rights under this Agreement and will not prejudice NCMS’s right to take subsequent action. No exercise or enforcement of any right or remedy under this Agreement will preclude the enforcement of any other right or remedy under this Agreement or that NCMS is entitled by law to enforce.
Ownership
The Services are owned by National Compliance Management Service, Inc. Elements of the Services are also protected by trademark, copyright, trade dress, and other laws.
Dispute Resolution (the “Arbitration Agreement”)
Please read this section carefully. It directly affects your rights and will have a direct impact on how claims will be resolved relating to your information, your use of or access to the Services, this User Agreement, or NCMS’s Privacy Policy.
a. Arbitration Agreement
Any dispute or claim arising from or relating to your use of or access to the Services, disclosure or safekeeping of your information, this User Agreement, or NCMS’s Privacy Policy, including but not limited to those arising out of the Fair Credit Reporting Act, is subject to binding arbitration rather than in court (the “Arbitration Agreement”). This Arbitration Agreement shall be governed by the Federal Arbitration Act (“FAA”).
Except to the extent inconsistent with the FAA or preempted by federal law, the laws of the State of Kansas, United States of America, will govern this User Agreement and NCMS’s Privacy Policy, without regard to principles of conflict of laws.
In (and only in) the event that this Arbitration Agreement is deemed to be invalid, unenforceable, or illegal, the parties agree that the sole and exclusive venue for any dispute arising hereunder shall be in a court located in the District of Reno County, Kansas, and, in (and only in) that event the parties hereby irrevocably consent to the jurisdiction of such court and irrevocably waive any and all objections which any party may have to process being served in any such suit, action, or proceeding pursuant to the rules of the applicable court, including, without limitation, service by certified or registered mail, return receipt requested.
b. Jury Trial Waiver
In all circumstances, each party hereby knowingly, voluntarily, and intentionally waives (to the full extent permitted by applicable law) any right it may have to a trial by jury of any dispute arising under or relating to your use of or access to the Services, this User Agreement, or NCMS’s Privacy Policies, including but not limited to, those arising out of the Fair Credit Reporting Act.
c. Arbitration Procedures
There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and an arbitrator must also follow this User Agreement as a court would.
d. All issues are for the arbitrator to decide
The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute arising out of or relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, the User Agreement, or the Privacy Policy. Payment of all filing, administration, and arbitrator fees will be governed by the rules of the American Arbitration Association for consumer-related disputes.
e. Class Waiver
You and NCMS agree that each may bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class, representative, or private attorney general action or proceeding, including but not limited to claims arising out of the Fair Credit Reporting Act. Unless both you and NCMS agree otherwise in a separate writing, the arbitrator may not consolidate or join more than one person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, class, or private attorney general action or proceeding.
The arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim or claims. Any relief awarded cannot affect other users of the Services or other parties to the User Agreement or the Privacy Policy.
Updates and Amendments
NCMS reserves the right, in its sole discretion, to supplement, modify or discontinue any aspect of the Services, including, without limitation, restricting the times or means of access to the Services. NCMS also reserves the right, in its sole discretion, to modify this Agreement in any manner and to adopt additional terms or conditions governing your access and use of the Services, at any time, without prior notice. The terms of any such amendment to this Agreement shall become effective immediately upon posting of such terms on the NCMS website, and your use of the NCMS Extranet on or after such effective date shall constitute acceptance of such amended terms. You are responsible for reviewing the User Agreement and the Privacy Policy each time you use or access any portion of the Services.
Severability
Each of the terms of this User Agreement are severable and operate separately. If any of them are deemed to be invalid, unenforceable, or illegal, then the remaining terms and conditions will remain in full force and effect.
Entire Agreement
This Agreement sets forth the entire understanding between NCMS and you with respect to the subject matter of this Agreement and supersedes any previous and contemporaneous communications, representations, understandings, and agreements, whether oral or written, between NCMS and you with respect to said subject matter.
