- Terms and Conditions
By accessing or using The College of American Pathologists ("CAP") website ("Website") or placing any program order with the CAP, you agree to all of the following respective provisions and enter into a legally binding agreement ("Agreement") with the CAP. The CAP reserves the right to modify this Agreement at any time by posting such modifications to the Website. Additionally, you agree to the terms and conditions posted in other areas of the Website. This Agreement's terms and conditions supersede any terms and conditions supplied by you. Unless otherwise stated, U.S. Commercial Code prevails. All references to dates in this Agreement, except for the effective date of this Agreement, refer to the program year. In the case of terms pertaining to program ordering and shipment, the terms "you", "your", and variations thereof refer to the entity that is placing such order(s). In the case of terms pertaining to Website access or usage: (a) the terms "you", "your", and variations thereof refer to the entity accessing or using the Website and (b) you or the CAP may be each referred to as a “Party” and both you and the CAP may be referred to as the “Parties”.
- Program Ordering and Shipping
Where set forth in this Agreement that you shall contact the CAP Contact Center, you shall contact the CAP Contact Center as follows:
- Telephone: 800-323-4040 or 847-832-7000 (Option 1) or
- E-mail: firstname.lastname@example.org
Where set forth in this Agreement that you shall contact the CAP Customer Data Management team, you shall contact the Customer Data Management team as follows:
- Facsimile: 847-832-8168
- E-mail: email@example.com
The CAP reserves the right to change the published prices and ship dates for its programs. Prices quoted exclude taxes, shipping fees to selected regions, duties, and other applicable charges. All prices are subject to change without notice. For Proficiency Testing ("PT")/External Quality Assessment ("EQA") orders placed by October 31, payment terms are extended until December 1. For orders placed after November 1, payments shall be due thirty days from the invoice date.
You shall contact the CAP if your institution requires a price quote prior to submitting payment. Upon receipt of the price quote, submit the completed order form, including payment method, to the CAP for processing of your order.
- Ordering and Shipping
For PT/EQA orders you agree to allow seven to ten business days for product delivery except for expedited service types such as next day or two-day air services. International shipments shall require additional transit time. You shall provide a complete shipping address, telephone number, fax number, email address, and contact name on your order form. Street addresses are preferred for shipping, but if you cannot have your order shipped to a street address, you shall contact the CAP Contact Center to notify the CAP accordingly. All shipments are made CPT (Carriage Paid To) Destination. For Publication orders U.S. standard shipping and handling fees are an additional ten percent of your pretax order price. Shipping and handling charges for rush Publication orders (two-day and next day air services) are 15% and 20% of pretax order total respectively. An e-Store acknowledgement shall be presented online after placing your order. A separate order confirmation shall be emailed to the shipping contact once the inventory has been confirmed. You shall order PT/EQA by December 1 in order for the CAP to ensure full participation as some programs have limited material availability. PT/EQA orders placed after December 1 shall be processed by date of receipt and prorated per program availability. The CAP shall make commercially reasonable efforts to accommodate orders processed after this date, dependent on specimen availability and stability, and the shipping schedule. The CAP shall not charge shipping and handling for binders that are included with your PT/EQA order. The purchase of additional binders shall incur a shipping and handling fee.
Some countries may require additional import permits or certificates of origin for customs clearance (regardless of dangerous goods status of a program). You shall work with your in-country distributor and local authorities to determine if any permits are required. As a recipient, you are responsible for obtaining any import permits/documents and forwarding these to the CAP or your local distributor for inclusion with the program shipment or customs clearance at the port of entry. You shall provide these same documents to your freight broker or the local UPS office. You shall not use the CAP Surveys catalog program descriptions for permit preparation and customs clearance documents. Program specifications may have changed after catalog publication or do not provide sufficient detail. Ask your in-country distributor or contact the CAP to obtain such information.
Programs with dangerous goods materials may require special permits and incur additional shipping and handling charges, and you agree to obtain such permits and pay such additional charges. You shall monitor permit expiration dates and submit a new permit a minimum of six weeks prior to the scheduled ship date and at the time of ordering. You shall check with your in-country distributor which may have longer lead time requirements, and you shall adjust your permit obligations accordingly. Permits shall contain an extended expiration date of December 31 in order to cover all shipments. Program materials shall not ship without all required documentation.
- Additional Documentation
You shall contact the CAP Contact Center if you require additional documentation to place orders or receive shipments. Examples of available documentation include: U.S. IRS Form 6166 Certificate of Residency, Articles of Incorporation, and the CAP's tax status.
- Dry Ice
Some PT/EQA shipments are packed on dry ice to maintain stability. Dry ice shipments are shipped as UN1845 dangerous goods shipments. Due to sublimation, there may not be any dry ice present when you open your kit. This condition is not an indication that the program material has been compromised.
If your country does not allow dry ice shipments, your program material shall be packaged with cool packs that may not be as effective in maintaining a cool environment. When you receive your shipment you shall follow the kit storage instructions immediately to avoid potentially compromising the program material.
Some program materials have limited stability and therefore, may not be available in certain countries. For more information, contact the CAP or your in-country freight distributor's customer service department. The CAP strives to deliver all program materials in a stable condition. Program materials that must be kept cold shall ship with frozen cold packs or dry ice as needed and allowed by country importation regulations. If transportation to your location cannot meet these conditions, replacements may not be available. If the CAP accredits your international laboratory, the CAP requests that your laboratory perform testing on limited stability materials. If unacceptable results are achieved and it is established that it is due to shipping conditions, your laboratory may review options with the CAP Laboratory Accreditation Program staff at firstname.lastname@example.org.
The CAP shall send all standard proficiency testing program shipments via UPS. However, if you are specifically requesting shipment via a freight forwarder at your expense, you shall provide the CAP with your final shipment address, account number, and the freight forwarder's U.S. domestic address and contact information.
- Special Requirements
You shall discuss any special shipping requirements or updates with the CAP Customer Contact Center staff. You shall communicate all requests for special shipping arrangements to the CAP Contact Center a minimum of six weeks prior to the stated program ship date.
- Commercial Invoice
CAP shall affix commercial invoices to packages as required by international shipping conventions. The commercial invoice is an official transaction record between an exporter and an importer. Customs officials use this form to clear your shipment. The invoice total listed on the commercial invoice is not an amount due to the CAP or your country. The invoice total is listed for the purpose of computing duties and taxes.
CAP programs shall be shipped via door-to-door service whenever possible. In instances where your country does not allow delivery to your door, the CAP may only arrange shipment to an airport. In these instances you shall be notified when a program has been cleared and is ready for pickup. You shall pick up your shipment at that point. If you refuse to pick up your shipment, your order for any remaining shipments may be canceled.
- Carrier Contact
Carriers or customs officials may attempt to contact you if there are issues regarding clearing your shipment. Please respond to these requests for additional information as soon as possible. Contact the CAP if you need additional information to expedite clearance. If you fail to timely respond to information requests from carriers and customs officials, the following may occur: 1) your may incur additional charges for storage and management fees, and 2) you may incur additional fees due to disposal or return of your shipment.
- Duties and Taxes
You agree to pay or reimburse CAP for all federal, state, or local sales, use, personal property, excise, withholding or other taxes, fees, or duties arising out of your program order. The CAP federal tax identification number is 36-2118323. The CAP shall calculate and add appropriate taxes for your locale to your invoice if your institution is subject to sales tax. Include applicable taxes with your prepaid order. If your organization is not subject to sales tax, and you have not previously notified the CAP, please submit a copy of your tax exempt certificate to Customer Data Management. Please note in the email/fax subject line "Tax Exempt Certificate". Additional duties or import fees are your responsibility.
You shall use one of the following methods of payment:
- Checks: Make payable to the College of American Pathologists in U.S. dollars.
- Credit Card: Include number, expiration, cardholder's name, and authorized signature.
- Purchase Order: A purchase order indicates a future commitment to pay using one of the following methods:
- Purchase Order # - indicate the purchase order number.
- Letter of Authorization – If your institution does not use a purchase order system, a signed letter of authorization on your institution's letterhead shall be included with your order. You shall include payment method (draft, bank transfer, etc.) information in your letter of authorization and enter "Letter of Auth" in the purchase order field of the Payment Information section.
- Wire Transfer Information
You shall include all bank fees with your payment. The CAP is not responsible for bank fees incurred while remitting payment. You shall make arrangements with your local financial institution to include all wire transfer fees, including fees charged by intermediary banks, during a funds transfer. Short payment due to deduction of intermediary bank fees shall leave an open balance on your account, which you shall pay in your next wire transfer to the CAP.
Remit wire transfer payment to:
BMO Harris Bank N.A.
311 West Monroe Street
Chicago, Illinois 60606 USA
Account Number: 223-733-7
ABA Number: 071000288
SWIFT #: HATRUS44
- Customer Information
Include the following information:
- Customer Name
- CAP number
- Account number
- Invoice and/or order number
- Returns and Refunds
You shall provide the CAP with cancellations for PT/EQA program materials no later than six weeks prior to the ship date in order for you to receive credit for canceled programs. A refund shall not be issued for any paid shipping fees if the request is received within the six-week period prior to the first scheduled shipment date. The CAP does not accept the physical return of PT/EQA programs. Participants are responsible for all costs and expenses related to the return of anatomic pathology slide shipments to the CAP if the reason for such return is late program cancellation, refused shipment, or invalid ship-to address. Products not received in condition to perform testing for any reason may be rejected and discarded. You will receive either a full credit of the purchase price or the replacement of the products at no additional charge and with no additional cost of shipping.Customer Data Management
Publications that do not meet your expectations may be returned within 30 days of purchase, if in their original condition, to:
The College of American Pathologists
325 Waukegan Road
Northfield, IL 60093
- Biohazard Information/Warning Statements
- The Centers for Disease Control and Prevention (“CDC”) has classified all bacterial and viral strains used in PT/EQA challenges as no greater than Biosafety Level 2. You can find a full description of Biosafety Level 2 handling requirements, as defined by the CDC Office of Health and Safety in Biosafety in Microbiological and Biomedical Laboratories, at http://www.cdc.gov/biosafety/publications/bmbl5/index.htm.
- All PT/EQA program materials shall include a biohazard warning statement appropriate for handling of the material.
- PT/EQA program materials that do not include etiologic agents shall still be handled in keeping with CDC universal precautions and Occupational Safety and Health Administration ("OSHA") blood borne pathogen rules.
- The CAP shall provide Safety Data Sheets ("SDS") at http://www.cap.org.
- If you are a domestic customer ordering the LPX program for the first time, you shall certify (via signed certificate of acceptance) your facility has a properly functioning, certified Class II Biological Safety Cabinet and that you are capable of handling Category A and B agents.
- Pre-licensure/Reinstatement Service
- The CAP provides PT/EQA samples to laboratories that may need to perform pre-licensure testing before beginning patient testing and/or reinstatement testing due to PT failures. Contact the CAP for cost and availability.
- PT/EQA samples with limited stability are not available for pre-licensure/reinstatement testing.
- Reinstatement evaluations shall be provided upon submission of results to the CAP.
- Program Usage and Materials
- You shall use all PT/EQA program materials for proficiency testing use only.
- You shall not transfer or incorporate PT/EQA samples, their progeny, unmodified derivatives, or modifications thereof into a program intended for sales or uses other than proficiency testing, quality assurance, or education.
- When you dispose of PT/EQA samples, their progeny, unmodified derivatives, or modifications thereof, reagents, and disposable equipment used in proficiency testing, you shall autoclave or incinerate and dispose of these as hazardous waste.
- All directions concerning use of the program materials are guidance only.
- No license is either granted or implied by the sale of any program.
- PT Referral
In accordance with CDC rules and regulations, including, but not limited to CLIA '88, as amended, you shall test the PT/EQA specimens you receive in the same manner as you test patient specimens. You shall test specimens with your laboratory's regular workload, using your laboratory's routine methods, and the same number of times it routinely tests patient specimens. However, your laboratories shall not communicate results, share proficiency testing specimens, or refer proficiency testing specimens to a laboratory with a different CLIA number for tests not on the laboratory's menu even if the referral for testing is routinely performed for patient specimens.
- Abuses, Monitoring, Deletion, and Disclosure
The CAP reserves the right to expel users and prevent their further access to the Website for violating this Agreement or the law, and the CAP reserves the right to remove communications that are abusive, illegal, or disruptive. The CAP reserves the right to monitor, delete, or disclose any content posted by users for violation of this Agreement. The CAP may monitor, delete, or disclose any such content if required in the course of normal operation and maintenance of the CAP or if required to do so by law or in the good-faith belief that such action is necessary to:
- comply with law or comply with legal process;
- protect and defend the rights of the CAP or others; or
- protect the personal safety of the CAP's users, sponsors, or the public.
This "Abuses, Monitoring, Deletion, and Disclosure" section sets forth certain rights of the CAP, however, the CAP shall have no obligation to perform any actions based on this section.
- Copyright, Limited License, and Permitted Uses
The information accessible on the Website (including, but not limited to, the educational materials, scientific content, graphic designs, video, audio, photographic or literary content) is owned by the CAP, its business associates, or third parties. You are authorized to use this information provided on the Website solely for your personal use. You may not access or use this information for commercial, competitive, or any other purposes. You may not modify, republish, post, transmit, or distribute any information without the express written consent of the CAP. The CAP expressly retains all right, title, and interest in and to its proprietary information. Your failure to adhere to these provisions may subject you to serious penalties under applicable copyright law.You shall direct any requests for permission to use copyrighted material to the CAP digital team. You agree to adhere to copyrights for material on this Website owned by parties other than the CAP. You agree to adhere to specific copyright and disclaimer notices for cancer protocols and checklists, Laboratory Accreditation Program Checklists, Archives of Pathology & Laboratory Medicine, and other materials protected under copyright.
Unless otherwise noted, all materials posted on the Website, including all images and the source code used to create elements of the Website, are copyrighted by the CAP. Except as indicated below or as permitted by Copyright Act, 17 U.S.C. §107, use of such material or source code without the express written consent of the CAP is prohibited.
Except as may otherwise be prohibited, permission to make digital or physical copies of part or all of this work for personal or classroom/educational use is granted, provided copies are not made or distributed for profit or commercial advantage and provided further that the CAP's copyright notice and full citation are included in the copies or displayed with full or partial images. Permission to make any other copies, to republish, to pull down servers, or redistribute to list servers requires prior written authorization from the CAP.
- CAP TODAY
The CAP does not necessarily endorse views and opinions expressed in CAP TODAY. The appearance of display or classified advertising in this publication or on the Website is not a CAP guarantee or endorsement of the product or the claims made for the product by the manufacturer.
- Informational Nature of the Site: No Medical Advice
The information on the Website is intended for educational and communication purposes and should not be construed as medical advice. This information should not be used in place of seeking professional medical advice, diagnosis, or treatment by licensed practitioners. The CAP does not practice medicine or law, and does not offer any other professional advice or services. You assume full responsibility for appropriate use of the information available through the Website.
If you think you may have a medical emergency, seek immediate medical attention. The CAP does not recommend or endorse any specific tests, physicians, products, procedures, opinions, or other information that may be mentioned on the Website.
- Children And International Users
Except as otherwise expressly stated, the Website is designed for adults 18 years of age or older. Persons under the age of 18 are not permitted to use the Website. By using the Website, you agree to provide the CAP with accurate information concerning your age or identity as requested by the CAP. You also agree not to assist anyone under the age of 18 in accessing the Website.
- Information Presented by Users and Third Parties
Any content and/or opinions uploaded or submitted by users, visitors, or contributors of the Website, including all materials, articles, hyperlinks, documents, spreadsheets, presentations, images, individual user profiles, comments, opinions, or other dialogue, any other content or opinions in any form and responses to questions (hereinafter "User-Posted Content") are solely the opinions and responsibility of the person or entity submitting them and do not necessarily reflect the opinions of the CAP. The CAP makes no representation or warranty regarding User-Posted Content that is posted or uploaded by users of the Website or other third parties, and the CAP expressly disclaims any and all liability related thereto. By using the Website, you agree to indemnify and hold the CAP harmless from any and all claims arising out of User-Posted Content.
The CAP works with a variety of third parties to provide the services available on the Website and to provide links to other websites. These entities may supply information that is posted on or accessible through the Website, and, solely in the case of accrediting bodies, may set standards applicable to certain content. Such third parties do not control the content or the operation of the Website. Your reliance on any information, products, or services appearing on the Website, whether provided by third parties, users, visitors, or contributors to the Website, is solely at your own risk.
- Links to Related Sites
The CAP may provide links to the websites or services of third-party sites. Links to such third-party sites do not constitute an endorsement by the CAP of such sites or the products, content, materials, or information presented or made available by such sites. You acknowledge and agree that the CAP is not responsible for any damages or losses caused or alleged to have been caused by the use of any third-party sites or from the products, content, material, or information presented by or available through those sites. Requests for links to other websites shall be evaluated using the CAP guidelines. The CAP shall have sole discretion regarding whether to allow or deny such links on the Website.
- Disclaimer of Endorsement
Unless specifically indicated, references made directly or indirectly (e.g., via links) on this site (or in a CAP policy or position statement, publication, or a presentation at a CAP program or seminar) to any information, vendor, company, product, or service are not intended to constitute or imply the official position of or endorsement or recommendation by the CAP of such references. Likewise, failure to reference the name of a vendor, company, product, or service shall not be construed as the CAP’s disapproval of such references.
- Support for Website
Commercial support and sponsorship for the Website may be accepted only in accordance with guidelines established by the CAP. Clear identification of those companies that provide support for the Website is made on the Website.
The CAP is not responsible for ensuring the validity of any continuing education or maintenance of certification credits; issuing notification of credits or certification; ensuring the sufficiency of credits for license renewal, hospital boards, maintenance of certification, or recognition programs; ensuring any Website content is sufficient to earn continuing education credit; or ensuring the accuracy or completeness of personal transcripts.
- Password and Security
You are solely responsible for maintaining the confidentiality of any user name and password you may use to access the Website or any portion thereof, and you are fully and solely responsible for all activities that occur under your password or account. You agree (i) to notify the CAP immediately of any unauthorized use of your password or account or any other breach of security and (ii) to ensure that you exit from your account at the end of each session. The CAP shall not be liable for any losses or damages arising from your failure to comply with this provision.
- Abuses, Monitoring, Deletion, and Disclosure
- Disclaimer of Warranty
THE SERVICES THE CAP PROVIDES TO YOU UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION TO ALL SERVICES RELATED TO ORDERING AND SHIPPING, THE WEBSITE, AND ALL SERVICES AND INFORMATION MADE AVAILABLE ON OR THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS," "WHERE IS," AND "AS AVAILABLE" BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ACCURACY OF INFORMATIONAL CONTENT. WITHOUT LIMITING THE FOREGOING, THE CAP MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, CORRECTNESS, OR TIMELINESS OF THE CONTENT, SOFTWARE, TEXT, GRAPHICS, VIDEO, LINKS, OR COMMUNICATIONS PROVIDED ON OR THROUGH THE USE OF THE WEBSITE.
THE CAP DOES NOT WARRANT THAT THE SERVICES THE CAP PROVIDES TO YOU UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ALL SERVICES RELATED TO ORDERING AND SHIPPING, THE WEBSITE, OR ANY SERVICES OR INFORMATION MADE AVAILABLE ON OR THROUGH THE WEBSITE, INCLUDING WITHOUT LIMITATION ANY THIRD-PARTY SOFTWARE, PRODUCTS, ITEMS OR OTHER MATERIALS USED IN CONNECTION WITH THE WEBSITE, SHALL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS SHALL BE CORRECTED. ANY INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS DONE AT YOUR OWN DISCRETION AND RISK. YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOADING OR USE OF THE INFORMATION AND FOR ANY RESULTS OR LACK OF RESULTS FROM THE USE OF SUCH INFORMATION.
- Limitation of Liability
IN NO EVENT SHALL THE CAP BE LIABLE FOR ANY CLAIMS OR LOSSES WHATSOEVER OF ANY KIND, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE, AND WHETHER ARISING FROM AN ACTION IN CONTRACT, TORT, OR OTHERWISE, RELATED TO OR IN CONNECTION WITH THE SERVICES THE CAP PROVIDES TO YOU UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION TO ALL SERVICES RELATED TO ORDERING AND SHIPPING, THE WEBSITE, AND ALL SERVICES AND INFORMATION MADE AVAILABLE ON OR THROUGH THE WEBSITE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE CAP SHALL NOT BE LIABLE FOR ANY CLAIMS OR LOSSES IN CONNECTION WITH ERRORS, OMISSIONS, OR INACCURACIES OF INFORMATIONAL CONTENT, OR ANY DECISION MADE IN RELIANCE ON THE INFORMATION CONTAINED ON OR ACCESSIBLE THROUGH ANY ORDERING OR SHIPPING SERVICES OR THE WEBSITE.
YOUR SOLE REMEDY FOR ANY CLAIMS IN CONNECTION WITH THE WEBSITE IS TO DISCONTINUE USING THE WEBSITE AND THE RELATED CONTENT AND SERVICES. THE FOREGOING LIMITATION SHALL APPLY AND SURVIVE NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
THE CAP IS NOT LIABLE FOR LOSS OR DAMAGE CAUSED BY FORCE MAJEURE.
YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD THE CAP HARMLESS FROM ANY AND ALL CLAIMS OR LOSSES ARISING FROM YOUR USE OF OR RELIANCE ON ANY SERVICES RELATED TO ORDERING AND SHIPPING, THE WEBSITE, OR ANY SERVICES OR INFORMATION MADE AVAILABLE ON OR THROUGH THE WEBSITE.
- Intellectual Property
Insofar as any intellectual property rights relate to this Agreement, you shall not infringe any intellectual property rights of the CAP, and you shall not infringe any intellectual property rights of any third party.
- Confidential Information
- All information, data, and materials in any form, disclosed in any manner, intentionally or unintentionally, by the CAP to you in connection with this Agreement, that you should reasonably know or assume that the CAP would consider to be confidential or proprietary because of its nature or because of legends or other markings, shall be deemed to be confidential information (“CI”) of the CAP. Without limiting the generality of the foregoing, the following shall be deemed to be the CI of the CAP: (a) nonpublic information relating to the CAP’s technology, products, services, processes, data, customers, employees, members, business plans and methods, promotional and marketing activities, finances and other business affairs, and (b) third-party information that the CAP is obligated to keep confidential.
- Notwithstanding the foregoing, the following, shall not be deemed CI of the CAP: (a) information which you are authorized in writing by the CAP to use without restriction, (b) information rightfully in your possession or known to you without the duty of confidentiality prior to receipt of such information from the CAP, (c) information which is rightfully disclosed to you by a third party, having proper possession of such information without the duty of confidentiality, (d) information which properly enters the public domain, or (e) information independently developed by you without reference to the CAP’s CI.
- You shall maintain the confidentiality of the CAP’s CI with the highest degree of care that you use to protect your own CI, but in no event less than a reasonable degree of care. Without limiting the generality of the foregoing, you shall not induce or allow others to breach the confidentiality of any of the CAP’s CI or to acquire any of the CAP’s CI by improper means.
- You shall not use any of the CAP’s CI except for the exclusive purpose (“Purpose”) expressly identified In Writing to You by the CAP. For the purposes of this Section 3(e)(iv), “In Writing to You” means via written text embedded within, affixed to, or accompanying the CAP’s CI that the CAP discloses to you or your CI Recipients (as defined below), via any written format (e.g., electronic or physical), using any email, physical, facsimile, or any other address you or your CI Recipients used to contact the CAP.
- You shall limit dissemination of the CAP’s CI to those of your directors, officers, managers, members, employees, contractors, agents and representatives (“CI Recipients”) who (a) have a need to know the CAP’s CI being disseminated to them in order to achieve the Purpose, and who (b) are legally bound to maintain the confidentiality of the CAP’s CI by terms at least as restrictive as those set forth herein. You shall ensure that your CI Recipients comply with their confidentiality and nondisclosure obligations regarding the CAP’s CI. A breach of any provision or portion of this Section 3(e) by any of your CI Recipients shall be deemed a breach by you of your obligations under this Section 3(e).
- You shall not copy or reproduce any of CAP’s CI except as strictly required for the Purpose and shall promptly destroy or permanently delete all such copies and reproductions as soon as they are no longer required for the Purpose.
- You may disclose CAP’s CI in connection with judicial or administrative proceedings to the extent that such disclosure is required pursuant to a court or administrative order or subpoena, provided that you give prompt written notice to the CAP of such proceedings and of the terms and circumstances surrounding the required disclosure, so that the CAP may seek a protective order or other appropriate relief from the proper authority, unless you are prohibited from doing so by law. If you are nonetheless required to disclose the CAP’s CI, you will furnish only that portion of the CAP’s CI that is legally required and will exercise all reasonable efforts to obtain reliable assurances that such CAP CI will be treated confidentially to the extent possible.
- Upon expiration or termination of this Agreement, you shall make no further use of the CAP’s CI and shall promptly destroy or permanently delete all of the CAP’s CI.
- Nothing contained in this Section 3(e) shall be construed as granting any ownership rights to you or any other intellectual property right or license in any of the CAP’s CI.
- The CAP shall be entitled to obtain injunctive relief against your threatened breach of any of your obligations under this Section 3(e), or the continuation of any such breach, without the necessity of proving actual damages or posting bond, in addition to any other remedies that may be available to the CAP in law, in equity or otherwise. You agree that your obligations under this Section 3(e) are necessary and reasonable, and that monetary damages would be inadequate to compensate the CAP for (a) any breach by you of any of your obligations under this Section 3(e), or for (b) any delay that might be caused if, as a condition to obtaining an injunction, restraining order, or other equitable remedy with respect to such a breach, the CAP were required to demonstrate that it would suffer irreparable harm. You agree therefore that if you breach, or threaten to breach, one or more of your obligations under this Section 3(e) then, for purpose of determining whether to grant an equitable remedy, any court will assume that the breach would cause the CAP irreparable harm that cannot be adequately compensated by monetary damages.
- The obligations set forth in this Section 3(e) shall survive expiration or termination of this Agreement and shall continue for the following durations:
(a) For CAP CI that is not a trade secret, the obligations set forth in this Section 3(e) shall continue for the longer of the following two periods: (I) five (5) years from the date the CAP first disclosed such CAP CI to you, (II) the term, and two (2) years following the term, of this Agreement.
(b) For CAP CI that is a trade secret, the obligations set forth in this Section 3(e) shall continue indefinitely.
- Choice of Law; Entire Agreement; Severability; No Waiver
This Agreement shall be governed by and interpreted in accordance with laws of the State of Illinois, without giving effect to any conflict of laws provisions. The parties hereby consent to the exclusive jurisdiction of and agree that venue is proper and convenient in the state and federal courts situated in Cook County, Illinois for any claims arising out of this Agreement.
This Agreement, along with any other agreements incorporated within it by reference, constitutes the entire agreement between you and the CAP with respect to the use of the Website and the content.
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be enforced to the maximum extent permissible so as to affect the intent of this Agreement, and the remainder of this Agreement shall continue in full force and effect.
The failure of the CAP to exercise or enforce any right or provision of this Agreement shall not be deemed a waiver of such right or provision.
- Survival; Claims
The provisions of this Agreement, which, by their nature, would continue beyond termination or expiration of this Agreement, shall survive such termination or expiration.
Any claims or actions arising in connection with your use of the Website or any content shall be brought within one (1) year of the date of the event giving rise to such claims or actions. Remedies under this Agreement are exclusive and are limited to those expressly provided for in this Agreement.
- No Assignment
You shall not assign any of your rights and obligations under this Agreement to any other party without prior express written consent of the CAP.
- CAP Name and Logo
The name and logo of the CAP are trademarks of the CAP. Without the express written consent of the CAP, you shall not use such name or logo in a manner that suggests that you or your products or services are affiliated with or endorsed by the CAP. You shall not use the CAP name or logo in a manner that puts the CAP in a false light.
- For the purposes of this Section 3(k), “contractor” means you or the CAP and “subcontractor” means you or CAP, depending on which entity, you or CAP, is or may be a prime federal contractor or subcontractor under applicable law to which this Agreement is subject. 41 CFR 60-1.4(a), 60-300.5(a) and 60-741.5(a). This contractor and subcontractor shall abide by the requirements of 41 CFR 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, disability or veteran status.
- Disclaimer of Warranty