Terms of Use

Last updated: June 2014

These CREATe Terms of Use (“Terms of Use”) govern your access to and use of services offered by The Center for Responsible Enterprise And Trade (“CREATe,” “CREATe.org,” “we,” or “us”), including the CREATe.org website, the CREATe Leading Practices services, CREATe’s online programs, learning environments and services, and any other websites, mobile applications, or services that either link to these Terms of Use or that are agreed to in writing by you and us (collectively, “the Services”).

Please read these Terms of Use carefully before using the Services. By accessing or using the Services, you are indicating that you have read, understand, accept, and agree to be bound by these Terms of Use and that you are an adult (18 years or older). If you accept and agree to these Terms of Use on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms of Use and, in such event, “you” and “your” will refer and apply to that company or other legal entity.

 

Components of the Services

The Services may consist of several components, which may change over time. These components may include some or all of the following:

  • Online Self-Assessment. The Online Self-Assessment allows you to submit information and obtain a series of maturity scores regarding your business processes for protecting intellectual property or preventing corruption.
  • Independent Evaluation. CREATe may conduct an assessment to provide an independent evaluation of the maturity of your business processes for protecting intellectual property or preventing corruption. A series of independent evaluation maturity scores will be generated for comparison to the self-assessment maturity scores.
  • Improvement Plan & Training. CREATe may offer general information and customized training to help you understand your maturity scores and improve your practices.
  • Sponsor Company Access. If another person or entity has paid for or sponsored your access to the Services (“Sponsor Company”), the Sponsor Company is authorized to view your maturity scores and benchmarking data, and we have the right to provide such information and material to that Sponsor Company.
  • Registry.  CREATe may create a registry that allows you or CREATe to publish your name and maturity scores for otherusers to see (the “Registry”). Other users are permitted to view your name and maturity scores if you choose to participate in the Registry.
  • Website and Access to Learning Environment. CREATe maintains a website and provides access to an online learning environment (the “LMS”) in order to help provide you the above-listed Services, to further your use of the Services, and to provide you additional information about CREATe and its affiliates.

 

Account Access to Services

Unless otherwise expressly indicated by us, users are required to use a unique key to set up a unique user account (“Account”) to access the Services. Each Account is unique to a single user only, unless otherwise expressly indicated by us. You may be required to submit information in order to set up an Account. If so, you agree to provide accurate and complete information during the set up process, and to inform us of any changes to that information. You are responsible for maintaining the confidentiality of your Account and password, and you agree to accept responsibility for all activities that occur under your Account or password. In case of misuse, we may terminate further access or take such other action as we, in our sole discretion, deem appropriate. If you believe there has been unauthorized use, you must notify us immediately.

 

Payments 

The Services require payment of a fee and other charges unless otherwise expressly indicated by us. We reserve the right to update the fees and charges for our products and services.

Unless otherwise expressly indicated by us or required by law, all fees and charges are non-refundable, including for unused portions of Services and for terminated or suspended Accounts. All fees and charges will be billed to and paid by you in United States dollars, unless otherwise expressly indicated by us. You must pay all fees and charges incurred through your Account at the rates in effect at the time they are incurred and on or before the applicable due date.

You are responsible for paying all applicable taxes, and the fees and charges do not include any taxes. If any taxes are required to be withheld from any amounts payable to CREATe, the amounts payable to CREATe will be increased (grossed-up) to the extent necessary so that CREATe retains for itself, after the withholding and payment of all such taxes, the stated fees and charges for the applicable products and services.

We do not provide price protection or refunds, including in the event of a price drop or promotional offering.

We may use a third-party payment vendor to process payments for the Services, and such payment processing will be governed by the vendor’s user agreement and privacy policy in addition to these Terms of Use and our Privacy Policy.

 

Customer Personnel

You may access and use your Account and the Services available through your Account only through one or more of your designated employees or contractors (collectively, the “Customer Personnel”). You will ensure that all Customer Personnel (i) agree to these Terms of Use and (ii) are authorized to grant all permissions and licenses provided in these Terms of Use on behalf of you and to bind you to these Terms of Use. You are fully responsible for all acts and omissions of Customer Personnel in accessing and using your Account and the Services. You will ensure that you and all Customer Personnel comply with these Terms of Use, as well as all laws and regulations that apply to your access and use of your Account and the Services, including those related to international communications, the transmission of technical or personal data and export control laws and regulations.

 

Ownership and Use of the Services and Content

  • Proprietary Rights. CREATe respects copyright and other intellectual property laws and expects you to do the same. The technology, information, content and other intellectual property on, included in, or made available to you as part of the Services, including the trademarks, service marks, logos and other indicia of origin used in connection with the Services (collectively, the “Content”), are owned by or licensed to CREATe, and are subject to copyright, trademark and other intellectual property protection under the law. This Content includes the text, software, graphics, images, audio, video, interactive features, information, methodologies, processes, know-how, benchmarking reports, data, plans, guides, evaluations, maturity scores, registries, and all other deliverables, documents and materials you may view or access through the Services or that are otherwise included in the Services or provided or made available to you by CREATe as part of the Services, as well as the compilation (meaning the collection, arrangement and assembly) thereof and any derivative works, improvements, or enhancements of the same. CREATe or its licensors solely and exclusively own all rights, title and interests in and to all Content, including all intellectual property rights relating to such Content.
  • Permitted Use.You may access and use the Licensed Content solely to use the Services for your internal business purposes, as permitted through the provided functionality of the Services and in accordance with these Terms of Use and the stated purpose of the Licensed Content (collectively, “Authorized Uses”). Your right to access and use the Licensed Content is limited to the time during which we are providing the Services to you, unless otherwise expressly indicated by us. The “Licensed Content” refers to Content that we expressly make available to you in connection with the Services and that we intend for you to use in connection with the Services. The Licensed Content does not include any of our trademarks, service marks, logos and other indicia of origin, unless otherwise expressly indicated by us. All goodwill arising out of your use of any of the Licensed Content shall inure only to our benefit.
  • Printing and Downloading. If we expressly label any Licensed Content as being available for you to print or download and store as part of the Services (“Downloadable Licensed Content”), then during the time you have access to the Downloadable Licensed Content in connection with the Services in accordance with these Terms of Use, you may print or download a limited number of copies of such Downloadable Licensed Content solely for Authorized Uses, provided that you use the phrase “Used with permission of CREATe” when using such Downloadable Licensed Content (the “Labeling Requirement”). If you are not in breach of these Terms of Use, then after your access to the Downloadable Licensed Content in connection with the Services has expired or is terminated, you may continue to use downloaded or printed copies of such Downloadable Licensed Content solely for Authorized Uses, provided that (i) such copies were downloaded or printed during the time in which you had the right to download and print the Downloadable Licensed Content and (ii) you comply with the Labeling Requirement (such rights, the “Residual Rights”). All other uses are strictly prohibited.
  • Prohibited Use. You shall not copy, edit, reproduce, modify, distribute, transmit, sell, display, perform, license, sublicense, make translations or other derivative works of, or otherwise use, take out of context, or exploit any Content for any purpose not authorized in these Terms of Use without the express prior written consent of CREATe or the respective licensors of the Content. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content.
  • Reservation of Rights. CREATe and its licensors reserve all rights, including all intellectual property rights, in and to the Services and the Content not expressly granted to you in these Terms of Use. You acknowledge that you acquire and have no rights, title or other interest in or to the Services or the Content other than the limited right to use the Services and the Licensed Content in accordance with these Terms of Use. For the avoidance of doubt, the Services and Licensed Content are licensed, not sold, to you for use only under and as expressly stated in these Terms of Use.
  • Your Material. As part of or in connection with your use of the Services, you may(i) post your own material to the CREATe.org website or the LMS, or (ii) be asked to provide data, information and documentation, including in connection with the CREATe Online Self-Assessments and Independent Evaluations (such data, information and documentation, together with the materials in (i), collectively “Your Material”). Your Material must be accurate and complete. CREATe relies on the accuracy and completeness of Your Material, including to generate your maturity scores and to create industry-wide benchmarking reports. You are solely responsible for Your Material that you provide or that is provided on your behalf and the consequences of submitting Your Material in connection with the Services. You affirm, represent and warrant that you own or have the necessary copyright, licenses, rights, consents and other permissions to provide Your Material and to grant us the rights and licenses set forth in these Terms of Use.

You hereby grant to us a worldwide, sub-licensable, royalty-free, perpetual, irrevocable, non-exclusive license to use Your Material in conjunction with the Services and as otherwise permitted by these Terms of Use. You understand and agree that this license grants us the right, among other rights, to use and share Your Material to create and exercise our rights with respect to Analytics Data (defined below).

We recognize the importance of confidentiality, and we will comply with our confidentiality obligations set forth in these Terms of Use in exercising the above license grant.

Terminating your account on the Services will not automatically delete Your Material unless otherwise expressly indicated by us.

  • Analytics Data. CREATe may create, maintain, use, share, distribute and otherwise exploit Analytics Data in any manner and for any purpose. “Analytics Data” means aggregated data derived from the operation or use of the Services, including blinded aggregated maturity scores of multiple companies and data elements derived, in whole or in part, from Your Material, and any conclusions, reports or other data resulting from analysis of any such data. As between you and us, we solely and exclusively own all rights, title and interests in and to all Analytics Data, including all intellectual property rights relating to such Analytics Data.
  • Sponsor Company Access to Information. If you have a Sponsor Company, you hereby consent to us providing, and agree we have the right to provide, to your Sponsor Company your maturity scores and benchmarking data (collectively, “Sponsor Accessible Information”), and any other information you authorize us to provide to your Sponsor Company.

 

  • Information in Registry. If you have separately elected to participate in a Registry, you hereby consent to us publishing, and agree we have the right to publish, your name and maturity scores in any such Registry that we may create.
  • Your Marks. We will not use your names, marks or logos (collectively, “Your Marks”) in CREATe marketing materials, or to identify you as a user of the Services or CREATe customer without your prior approval, which approval you agree not to unreasonably withhold (such approved uses, collectively “Permitted Uses”).
  • Your Marks License.  You hereby grant to us a worldwide, sub-licensable, royalty-free, perpetual, irrevocable, non-exclusive license to use Your Marks in CREATe marketing materials, and to identify you as a user of the Services or CREATe customer as long as such uses are Permitted Uses. All goodwill arising out of our use of Your Marks shall inure only to your benefit.
  • Privacy. We will maintain personal information that you may supply us in accordance with CREATe’s Privacy Policy at create.org/privacy-policy, which describes how the Services collect, maintain, use, and disclose such information. Additionally, we may use information in accordance with our Privacy Policy.
  • Confidentiality. “Confidential Information” means any non-public data, information, or other materials where such information (i) is marked or otherwise expressly communicated as being “proprietary” or “confidential” or (ii) reasonably should be understood to be confidential by its nature or from the circumstances surrounding its disclosure. Our Confidential Information includes the pricing, features and functions of our products and services and the Analytics Data. Your Confidential Information includes information about your business affairs, property and methods of operation and other information that you supply to us through the Services, which is not generally known by or disclosed to the public or to third parties. In connection with the disclosure of your Confidential Information to us under these Terms of Use, the term “Discloser” refers to you and the term “Recipient” refers to us. In connection with the disclosure of our Confidential Information to you under these Terms of Use, the term “Discloser” refers to us and the term “Recipient” refers to you.

The Recipient agrees to use the Discloser’s Confidential Information only to perform the duties and exercise the rights set forth in these Terms of Use and not to disclose the Discloser’s Confidential Information to third parties without the Discloser’s express prior written consent. However, a Recipient may disclose the Discloser’s Confidential Information if so required by law (including a court order or subpoena) as long as the Recipient provides the Discloser with sufficient written notice of such disclosure.

You understand and agree that we may disclose your Confidential Information to our employees, agents and contractors for purposes of providing services on our behalf or providing services to us, such as assisting us with providing the Services or exercising our rights under this Terms of Use. They will be required to maintain the confidentiality of your Confidential Information that we disclose to them, and we will not authorize them to use it for any purpose, other than providing services on our behalf or providing services to us or in accordance with our instructions and policies.

Confidential Information shall not include information that is: (i) publicly available or later becomes available other than through a breach of these Terms of Use; (ii) known to the Recipient prior to disclosure by the Discloser; or (iii) subsequently lawfully obtained by the Recipient from a third party without obligations of confidentiality with respect to such information.

 

Use for Informational Purposes and No Legal Advice or Legal Opinion

The Content provided through or as part of the Services, including the maturity scores, guides, evaluations, plans, and benchmarking reports, merely constitute information that may be useful to you. CREATe makes no guarantees as to any person’s or entity’s legal compliance or level of maturity achieved. The Services and Content are intended for informational and educational purposes only; they are not intended to provide and should not and cannot be considered as legal advice or legal opinion. You assume sole responsibility for all actions you take based upon your review of the Content or other use of the Services. Any reliance upon the Services or any Content is at your sole risk.

 

Misuse of the Services

You agree not to do or encourage or enable anyone else to do any of the following:

  • Display, mirror or frame the Services or any individual element within the Services, without our express prior written consent;
  • Tamper with or misuse non-public areas of the Services, our computer systems or the technical delivery systems of any of our providers or contractors;
  • Attempt to access or search the Services or Content or download Content from the Services through the use of any mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software or search agents provided by us or other generally available third-party web browsers;
  • Interfere with, or attempt to interfere with, the Services or the access of any user, including, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
  • Impersonate or misrepresent your affiliation with any person or entity; or
  • Violate any applicable law or regulation, or use the Services or Content for any illegal or unauthorized purpose.

You acknowledge and agree that CREATe has no obligation to monitor your access or use of the Services, but has the right to do so.

 

Links

The Services or Content also may contain links to other websites or online services that are operated and maintained by other persons or entities and that are not under the control of or maintained by us. Such links do not constitute an endorsement by us of those other websites or online services, the content displayed therein, or the persons or entities associated therewith. We encourage you to review the privacy policies and terms of use of these other websites or services that apply to their use.

 

Warranty and Liability Limitations

  • Warranty Disclaimer. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY,THE SERVICES AND CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUTORY. WITHOUT LIMITING THE FOREGOING, CREATE AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, PARTNERS AND THIRD PARTY LICENSORS (COLLECTIVELY, THE “CREATE PARTIES”) EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, TITLE, OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF THE COURSE OF DEALING OR USAGE OF TRADE. NEITHER CREATE NOR ANY OF THE CREATE PARTIES MAKE ANY WARRANTY THAT THE SERVICES OR CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. NEITHER CREATE NOR ANY OF THE CREATE PARTIES MAKE ANY WARRANTY REGARDING THE SERVICES OR THE CONTENT, INCLUDING WITH RESPECT TO THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OBTAINED OR PROVIDED THROUGH THE SERVICES. NO CONTENT OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM CREATE OR THE CREATE PARTIES OR THROUGH THE SERVICES OR THESE TERMS OF USE, WILL CREATE ANY WARRANTY.
  • Sponsor Companies. CREATe and the CREATe Parties are not responsible for and have no liability for any act or omission of any Sponsor Company.  Additionally, the Sponsor Companies ARE not authorized to make any representations or warranties or enter into any agreements, arrangements or understandings, contractual or otherwise, on behalf of CREATe or the CREATe Parties.
  • Indemnity. You agree to defend, indemnify, and hold CREATe and the CREATe Parties harmless from and against any claims, liabilities, damages, losses and expenses, including reasonable legal and accounting fees (collectively, “Losses”), arising out of or in any way connected with (i)your access to or use of the Services or Content, except to the extent such Losses are demonstrated to be caused solely by CREATe’s breach of these Terms of Use, or (ii) your breach of these Terms of Use.
  • Limitation of Liability. YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICES AND CONTENT REMAINS WITH YOU. NEITHER CREATE NOR ANY OF THE CREATE PARTIES WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY, DEATH, PROPERTY DAMAGE, OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CREATE OR SUCH CREATE PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
  • Limitation of Damages. IN NO EVENT WILL THE AGGREGATE LIABILITY OF CREATE AND THE CREATE PARTIES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT EXCEED THE GREATER OF (I) THE AMOUNT YOU HAVE PAID FOR THE SERVICES FOR THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT, ACT OR OMISSION GIVING RISE TO SUCH LIABILITY, AND (II) ONE HUNDRED DOLLARS ($100). THE LIMITATIONS OF DAMAGES SET FORTH ABOVE AND IN THIS PARAGRAPH ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CREATE AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE  EXCLUSION ORLIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGESMAY NOT APPLY TO YOU.

 

General Provisions

  • Independent Contractors. You and CREATe are independent contractors, and these Terms of Use and the provision of the Services do not create any partnership, agency, employment, or joint venture relationship between you and us.
  • Entire Agreement. These Terms of Use constitute the entire and exclusive understanding and agreement between you and us regarding the matters described in these Terms of Use, including the Services and Content. These Terms of Use supersede and replace any and all prior or contemporaneous oral or written understandings or agreements between you and us regarding the matters described in these Terms of Use, including the Services and Content. If you do not agree to these Terms of Use, then you have no right to access or use the Services or Content.
  • Assignment. You may not assign or transfer these Terms of Use, in whole or in part, by operation of law or otherwise, without our express prior written consent. Any attempt by you to assign or transfer these Terms of Use, without such consent, will be null and of no effect. We may assign or transfer these Terms of Use, in whole or in part, at our sole discretion, without any restriction, provided that such assignment or transfer (i) is to an affiliate of CREATe, (ii) arises by operation or law, or (iii) occurs in connection with a merger, stock sale, or the sale, transfer or other disposition of all or substantially all of CREATe’s assets pertaining to the Services or another similar transaction. Subject to the foregoing, these Terms of Use will bind and inure to the benefit of you and us, and your and our respective successors and permitted assigns.
  • Our Use of Contractors and Employees. We may use our employees or contractors to perform any of our obligations or exercise any of our rights under these Terms of Use.
  • General Availability of Services to Others. The Services are made available by us to many persons and entities.
  • Modification. CREATe reserves the right to change, modify, enhance, discontinue or terminate the Services from time to time, in its sole discretion. CREATe also reserves the right to modify these Terms of Use at any time unless otherwise expressly indicated by us. If we modify these Terms of Use, we will post the modification on the Services or provide you with notice of the modification. By continuing to access or use the Services after we have modified these Terms of Use, you are indicating that you agree to be bound by the modified Terms of Use.
  • No Waiver; Severability; Construction. The failure of either party to enforce any right or provision of these Terms of Use will not constitute a waiver of future enforcement of that right or provision. If for any reason a court of competent jurisdiction finds any provision of these Terms of Use invalid or unenforceable, then the other provisions of these Terms of Use will remain in full force and effect and such invalid or unenforceable provision shall be rewritten or construed in a manner so as to give the maximum valid and enforceable effect to the intent of these Terms of Use. Whenever the terms “includes” or “including” are used in these Terms of Use, such terms mean includes or including by way of example and not limitation, and the term “or” has the inclusive meaning “and/or.” The subject headings of the sections of these Terms of Use are included for convenience only and shall not affect the interpretation of any of the terms and conditions of these Terms of Use.
  • Termination. CREATe reserves the right to revoke your access to and use of the Services and Content without prior notice at any time, with or without cause. Otherwise applicable portions of these Terms of Use survive termination or expiration of these Terms of Use, including the applicable portions of the sections relating to Proprietary Rights; Printing and Downloading; Prohibited Use; Reservation of Rights; Your Material; Analytics Data; Privacy; Confidentiality; Use for Informational Purposes and No Legal Advice or Legal Opinion; Sponsor Companies; Sponsor Company Access to Information; Information in Registry; Your Marks License; Misuse of the Services; Warranty and Liability Limitations; and General.
  • Force Majeure.We are not responsible to you or to any other person or entity for any failure to perform under these Terms of Use to the extent that performance is prevented, hindered or delayed by power, network or Internet outages or other causes beyond our reasonable control. In addition, our delay or failure to perform the Services will be excused if the delay or non-performance is caused by you, Customer Personnel, or any other person or entity other than us.
  • Governing Law; DISPUTE RESOLUTION; ARBITRATION. These Terms of Use and any action related thereto will be governed by and construed in accordance with the laws of the District of Columbia, U.S.A., without giving effect to its conflicts of law principles. ANY CLAIM THAT YOU MIGHT HAVE AGAINST CREATE MUST BE RESOLVED THROUGH BINDING ARBITRATION BEFORE THE AMERICAN ARBITRATION ASSOCIATION USING ITS COMMERCIAL ARBITRATION RULES AND MUST BE BROUGHT WITHIN ONE YEAR OF THE CLAIM ARISING. ANY HEARINGS SHALL BE HELD IN THE DISTRICT OF COLUMBIA, U.S.A. YOU UNDERSTAND AND AGREE THAT YOU WILL ARBITRATE WITH CREATE IN AN INDIVIDUAL CAPACITY, AND NOT AS A REPRESENTATIVE OR MEMBER OF A CLASS. All issues of arbitrability (including scope and waiver) shall be determined by the arbitrator, and the arbitrator is empowered to make determinations concerning his/her own jurisdiction. The existence and outcome of any arbitration proceedings shall be kept confidential except to the extent necessary to obtain judgment on or enforce any arbitration award. You covenant not to sue CREATe in any other forum.

 

Contacting CREATe

If you have any questions about these Terms of Use, please contact us at support@CREATe.org.