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1. TERMS OF USE 1.1 YOU MUST READ THESE CLTL WEBSITE TERMS OF USE ("TERMS") CAREFULLY. CLTL PROVIDES THIS WEBSITE TO YOU, YOUR EMPLOYEES, AGENTS, AND CONTRACTORS, AND ANY OTHER ENTITY ON WHOSE BEHALF YOU ACCEPT THESE TERMS (COLLECTIVELY "YOU"), SUBJECT TO THESE TERMS. THESE TERMS ARE ENTERED INTO BY AND BETWEEN CLTL AND YOU, AND YOU ACCEPT THEM BY: (a) PLACING AN ORDER THROUGH THIS WEBSITE; (b) USING THE WEBSITE IN ANY OTHER MANNER; AND/OR (c) ACKNOWLEDGING AGREEMENT WITH THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THIS WEBSITE. 1.2 CLTL shall have the right, at its sole discretion, to modify, add or remove any terms or conditions of these Terms of Use without notice or liability to you. Any changes to these Terms of Use shall be effectively immediately following the posting of such changes on this website. You agree to review these Terms of Use from time to time and agree that any subsequent use by you of this website following changes to these Terms of Use shall constitute your acceptance of all such changes. 2. Disclaimer 2.1 This website is for informational purposes only and is not intended to provide specific commercial, financial, investment, accounting, tax, or legal advice. It is provided to you solely for your own personal, non-commercial use and not for purposes of resale, distribution, public display or performance, or any other uses by you in any form or manner whatsoever. Unless otherwise indicated on this website, you may display, download, archive, and print a single copy of any information on this website, or otherwise distributed from CLTL, for such personal, non-commercial use. 2.2 The performance of this website and all information contained on, downloaded or accessed from this website are provided to you on an "as is" basis, without warranties of any kind whatsoever, including any implied warranties or warranties of merchantability, fitness for a particular purpose or non-infringement of the rights of third parties. CLTL shall be not responsible for any problems or technical malfunction of any telephone network or lines, computer on-line systems, servers, Internet access providers, computer equipment, software, or any combination thereof including any injury or damage to your or any other person's computer as a result of using this website. CLTL reserves the right, at its sole discretion, to modify, disable access to or discontinue, temporarily or permanently, any part or all of this website or any information contained thereon without liability or notice to you. 2.3 As a visitor to our website, you acknowledge and agree that any reliance on or use by you of any information available on this website shall be entirely at your own risk. In no event shall CLTL nor any of its data providers be liable for any direct, indirect, consequential or exemplary damages arising from the use or the performance of this website, even if CLTL or such provider has been advised of the possibility of such damages. 3. Your Obligations and Conduct 3.1 In consideration of Your use of the Website, You agree to: (a) provide accurate, current, and complete information about You as may be prompted by a registration form on the Website (the "Registration Data"); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any information You provide to CLTL, to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to information and Registration Data. You have sole responsibility for adequate protection and backup of data and/or equipment used in connection with the Website. 3.2 You are entirely responsible for all Content that You upload, post or otherwise transmit via the Website. You agree not to upload, post or otherwise transmit via the Website Content that: (a) is inaccurate, harmful, obscene, pornographic, defamatory, racist, violent, offensive, harassing, or otherwise objectionable to CLTL or other users of the Website; (b) includes unauthorized disclosure of personal information; (c) violates or infringes anyone's intellectual property rights; or (d) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment. CLTL reserves the right to edit or remove Content that violates these Terms or that contains third-party commercial advertisements. 3.3 You agree that You will not use the Website to: (a) transmit spam, bulk or unsolicited communications; (b) pretend to be CLTL or someone else, or spoof CLTL's or someone else's identity; (c) forge headers or otherwise manipulate identifiers (including URLs) in order to disguise the origin of any Content transmitted through the Services; (d) misrepresent your affiliation with a person or entity; (e) disrupt the normal flow of dialogue or otherwise act in a manner that negatively affects other users' ability to use the Website; (f) engage in activities that would violate any fiduciary relationship, any applicable local, state, national or international law, or any regulations having the force of law, including but not limited to attempting to compromise the security of any networked account or site, operating an illegal lottery or gambling operation, stalking, or making threats of harm; or (g) collect or store personal data about other users unless specifically authorized by such users. 4. Indemnification by User You agree to indemnify, defend and hold us and our affiliates, business partners, officers, directors, employees and agents harmless from any loss, liability, claim, demand, damage, or expense (including reasonable legal fees) asserted by any third party relating in any way to your use of this website or breach of these Terms of Use. We reserve the right to assume the exclusive defence and control of any matter subject to indemnification by you, which shall not excuse your indemnity obligations. 5. Intellectual Property Rights 5.1 Except as expressly authorized by CLTL or by Content providers, You agree not to reproduce, modify, rent, lease, loan, sell, distribute, mirror, frame, republish, download, transmit, or create derivative works of the Content of others, in whole or in part, by any means. You must not modify, decompile, or reverse engineer any software CLTL discloses to You, and You must not remove or modify any copyright or trademark notice, or other notice of ownership. 5.2 "CLTL Trademarks" means all names, marks, brands, logos, designs, trade dress, slogans and other designations CLTL uses. You may not remove or alter any CLTL Trademarks, or co-brand your own products or material with CLTL Trademarks, without CLTL's prior written consent. You acknowledge CLTL's rights in CLTL Trademarks and agree that any use of CLTL Trademarks by You shall inure to CLTL's sole benefit. You agree not to incorporate any CLTL Trademarks into Your trademarks, service marks, company names, Internet addresses, domain names, or any other similar designations, for use on or in connection with computer or Internet-related products, services or technologies. 5.3 Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication, or otherwise. Permission is granted to display, copy, distribute and download Content owned by CLTL on this Website provided that: (a) the copyright notice pertaining to the Content remains, and a permission notice (e.g., "Used with permission") is added to such Content; (b) the use of such Content is solely for personal and non-commercial use; (c) such Content will not be copied or posted on any networked computer or published in any medium, except as explicitly permitted by valid permission or license covering such materials; and (d) no modifications are made to such Content. This permission terminates automatically without notice if You breach any of the terms or conditions in this Section 5.3. Upon termination, You must immediately destroy any downloaded and/or printed Content. 6. Notice of Copyright Infringement Our policy is to comply with all intellectual property laws and to act expeditiously upon receiving any notice of claimed infringement. If you believe that your work has been reproduced on this website in a manner that constitutes copyright infringement, please provide a notice of copyright infringement containing all of the following information: 1. A physical or electronic signature of a person authorized to act on behalf of the copyright owner for the purposes of the complaint. 2. Identification of the copyrighted work claimed to have been infringed. 3. Identification of the material on our website that is claimed to be infringing or to be the subject of infringing activity. 4. The address, telephone number or e-mail address of the complaining party. 5. A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law. 6. A statement, under penalty of perjury, that the information in the notice of copyright infringement is accurate, and that the complaining party is authorized to act on behalf of the owner of the right that is allegedly infringed. 7. GENERAL TERMS 7.1 The Terms constitute the entire agreement between You and CLTL relating to their subject matter, and cancel and supersede any prior versions of the Terms. No modification to the Terms will be binding, unless in writing and signed by an authorized CLTL representative. You must not assign or otherwise transfer the Terms or any right granted hereunder. You also may be subject to additional terms and conditions that may apply when You use CLTL or third-party products or services. 7.2 You agree that any material breach of Sections 2, 3 and 4 of the Terms will result in irreparable harm to CLTL for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, CLTL will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs. You waive any requirement for the posting of a bond or other security if CLTL seeks such an injunction.


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