It is your obligation to review these Terms before using the Website. If you do not understand or have questions about these Terms, please stop all use of the Website and contact us at email@example.com.
Please read these Terms carefully. By clicking through to signal your acceptance and using the Website and the System, you represent that you have the authority to enter into these Terms on behalf of you and any person accessing the System through your account, and you shall use reasonable efforts to ensure that all of those persons will be bound by these terms. If you and those users do not want to be bound by these terms, you may not use the Website or the System.
These Terms are between Converge Collective LLC, a Delaware limited liability company (“Converge”), each Customer and between Converge and each User, as the case may be. These Terms will be effective as of the date that Customer becomes a “Customer” or the User uses this Website, as the case may be, (the “Effective Date”).
1.2 Any changes to these Terms will be effective immediately upon posting to the Website, unless otherwise stated. Converge reserves the right to change the contents of the Website at any time, with or without notice.
2.1 “Content” means any and all material, existing or having existed on the Website in any fashion from any origin and in any form whether digital, electronic, posted, deleted, archived, embedded, or linked or contained in any subpage of the Website or existing as data, designs, text (on every page of the Website, whether editorial, navigational, or instructional), images, graphics (including all logos, buttons, and other graphical elements on the Website, including the color combinations and the page layout of the Website, with the exception of trademarks and intellectual property belonging to third parties), code or programming (includes both client-side code and server-side code (including compiled or interpreted code in any computer language, databases, etc.) used on the Website), and includes all material that Converge has provided on or as part of the Website or which any Users or Customers have submitted, posted, uploaded, or otherwise provided to the Website.
2.2 “Customer” means the customer who accepted these Terms by clicking the button or link on the Website signifying acceptance of these Terms.
2.3 “Services” means any of the products or services provided by or through Converge, including subscriptions to the System.
2.4 “System” means the Converge software as a service offering known as Converge that is offered in connection with the Website.
2.5 “User” means any person or entity, as the case may be, who accesses the Website while not in the role of a “Customer.”
2.6 “Visitor” means any person who is one or more of a User or Customer, as the case may be.
2.7 “Website” means the website located at https://converge.is/.
3. Service. Converge shall provide the Customer with access to the System according to the terms set forth in these Terms. Converge retains all rights in the System, including all rights under the patent, copyright, and trademark laws of the United States or other applicable jurisdictions (“Intellectual Property Rights”). During the course of accepting the terms in these Terms, the Customer will complete the checkout process on https://converge.is/, selecting the type of subscription, duration, pricing levels, add-ons, payment method, and other elements comprising Customer’s subscription (the “Checkout Process”).
4.1 Ownership of Customer-Furnished Items. The Customer hereby grants to Converge a limited, worldwide, non-transferable, non-exclusive license to use the Customer-Furnished Items as may be reasonably necessary or advisable to perform Converge’s obligations under these Terms.
4.1.1 “Customer-Furnished Items” means the information and data that (1) is owned or controlled by the Customer and (2) is furnished by the Customer to Converge for use in connection with the Customer’s use of the System.
4.1.2 The Customer acknowledges that Converge may have to retransmit and republish some Customer-Furnished Items to third parties, solely as desired by the Customer, for certain features of the System, now or in the future, to function as intended. The Customer acknowledges that it is the Customer’s responsibility to determine what safeguards or restrictions the Customers wants to place on third parties regarding the use of Customer- Furnished Items.
4.2 Ownership of Inventions. The Customer acknowledges that Converge’s performance of its obligations under these Terms may result in Converge or its affiliates developing, creating, or using pre-existing, computer programs, software, concepts, methods, processes, including the System, and any improvements, modifications or enhancements made to any of the foregoing items (“Inventions”). Converge will retain all rights in the Inventions, including all Intellectual Property Rights, and the Customer hereby disclaims and waives any rights in any Invention in connection with these Terms.
5.1 Subscription. By going through the Checkout Process, the Customer will subscribe for, and Converge will agree to provide, access to those features and functions delivered through the System (the “Subscription”).
(a) The System offers the following subscription tiers: Free
Current pricing for these tiers is available at https://converge.is/. Pricing formula for the same tier of service is guaranteed for as long as the subscriber maintains the original subscription.
(b) The System offers the following types of subscriptions: Monthly, auto-renewal
Annual, auto-renewal One-time purchase, limited
- If the Customer has subscribed for a subscription duration that includes a renewal feature, Customer’s subscription will renew automatically each period, subject to Customer’s payment for such renewed subscription. Customer's subscription will renew on the anniversary of the subscription date. If the Customer wishes to cancel renewal of a subscription, the Customer must complete the cancellation before the renewal date of that subscription.
- If the Customer has subscribed for a one-time purchase subscription, the Customer’s access to the System will continue for the time period described in the Checkout Process.
5.2 Additional Terms. The Customer acknowledges the System will be (1) hosted in a shared environment on servers under Converge’s control on which the data of other customers and users may be stored, and (2) made available to the Customer at https://converge.is/. Converge shall use reasonable efforts to make the System available online to the Customer in a continuous manner (except as set forth in these Terms), to correct services outages in a timely manner, and to minimize periods during which the System cannot be accessed by Customer as a result of circumstances under Converge’s control (such as planned maintenance, upgrades, and updates), consistent with standard industry practices and subject to system security requirements.
5.3 Limited Reliance. The System is provided solely for the Customer’s benefit, and Converge does not intend for any person or entity other than the Customer to rely on the System as provided to the Customer. The Customer shall not disclose the System to any person or entity except to: (1) the Customer’s employees, and (2) independent contractors of the Customer provided that such contractors access the System solely for the purpose of their providing services to the Customer relating to the subject matter of these Terms (such employees and contractors, the “Authorized Users”). The Customer shall ensure that all Authorized Users comply with the restrictions on use and disclosure set forth in these Terms, and the Customer will be liable to Converge for any non-compliance by any Authorized User. Converge may immediately terminate or suspend an Authorized User’s access to the System if Converge believes in good faith that there has been a violation of these Terms. Converge shall provide written notice to the Customer promptly following any such termination or suspension of access.
5.4 Updates. Converge may provide Updates, modifications, or enhancements to the System. Any such Updates, modifications, or enhancements will be provided to the Customer as and when they are commercially released. “Update” means a set of procedures or new program code implemented by Converge (1) to correct errors or implement bug fixes in the System, (2) to allow the System to continue to function under supported versions of an applicable operating system or related software such as web browsers, or under a newly available operating system, or (3) that includes modifications and enhancements to improve functioning of the System, which may include elimination of features previously provided.6. Usage.
6.1 GENERAL USE OF THIS WEBSITE
(a) Converge hereby grants each User a limited license to view and use the Website solely as an aid to properly engaging with the Website as a User. A User may use the Website only in a manner consistent with their bona fide personal or internal business needs.
(b) A Visitor is responsible for, including being liable to Converge for, (1) any person’s use of the Website that is authorized or permitted by the Visitor, including any use or conduct that violates the AUP or other requirements of these Terms applicable to the Visitor; and (2) any use of the System through the Visitor’s account, whether authorized or unauthorized. The Visitor is responsible to, at its discretion, arrange for or establish the liability to the Visitor of any such person for their actions or omissions.
(c) A Customer shall use reasonable efforts to prevent unauthorized access to the System, including by protecting its passwords and other log-in information. The Customer shall notify Converge promptly following the Customer’s knowledge, awareness, or good-faith suspicion that the Customer’s log-in information has been compromised.
(d) The Customer shall notify Converge immediately of any known or suspected unauthorized use of the System or breach of its security and shall use reasonable efforts to halt and remediate any such breach.
(e) The Website, the System, and any Services are not intended for the use of children under the age of 13. Children under the age of 13 may not use or submit any information to the Website, and their guardians should not permit them to do so.
(f) Individuals older than 13 but under the age of 18 may access the Website or System only under the supervision of a parent or legal guardian who agrees to be bound by these Terms and responsible for all of that Visitor’s actions taken on the Website. These age restrictions are based on applicable law for the benefit of such children.
6.2 RESTRICTIONS ON USE OF THE WEBSITE
(a) Any unauthorized use by a User or on their behalf, including as described in this Section 6.2, will automatically terminate the license granted by Converge, and the User may not thereafter use the Website for any personal or business purpose.
(b) Except as provided in these Terms or by the Website itself, a Visitor may not:
(i) use (or plan, encourage or help others to use) the Website for any purpose or in any manner that is prohibited by these Terms or by applicable law;
(ii) download (other than page caching), excerpt, summarize, copy, or create derivative works from any portion of the Website;
(iii) gather information from the Website from data mining, robots, spiders, or similar extraction tools;
(iv) interfere with the proper operation of the Website including by attacking, hacking into, or otherwise attempting to penetrate any non-publicly accessible elements of the Website or its servers or network, through the use of bots, Trojan horses, Viruses, DNS attacks, or any other technology that is designed or intended to interfere with the proper operation of the Website or the use of the Website by any User;
(v) circumvent or attempt to circumvent any security or access control technology implemented on the Website or its associated servers and networks;
(vi) advertise or otherwise engage in any commercial endeavor, including any pyramid, network marketing, Ponzi, or similar scheme;
(vii) impersonate or misrepresent your connection to any other entity or person or otherwise manipulate identifiers to disguise the origin of the content;
(viii) disrupt the normal flow of communications or affect the ability of any User to use this Website; or
(ix) or advocate illegal activity or an intention to commit an illegal act or violate any applicable local, state, national or international law.
6.3 TERMINATION OF ACCESS
(a) A User’s use of this Website is not a legal right. Converge reserves the right to suspend or terminate a User’s access to the Website for any reason or no reason at any time, in Converge’s discretion without considering the potential ramifications on the User and the User’s activities.
(b) Converge may immediately terminate or suspend any person’s access to the Website or the System, without advance notice, if Converge believes in good faith that there has been a violation of these Terms or any other applicable agreement. Converge shall use reasonable efforts to provide written notice to the Visitor as soon as practicable following any such termination or suspension of access. Neither these Terms nor the AUP require that Converge enforce the AUP or these Terms against a Customer, a User, or other person. Converge reserves the right to take such action, or no action, as it may determine from time to time.
6.4 User-Generated Content.
(a) The Website may allow a User or Customer to post information or data in a variety of forms to dedicated sections of the Website, such as support forums or similar message boards. The purpose of these sections, unless otherwise specified, is to support the business of Converge and the related needs of its Users and Customers.
(1) “User-Generated Content” means any content created or publicly posted by a User or Customer to the Website.
(1) Each Visitor hereby irrevocably grants to Converge a worldwide, perpetual, fully paid, royalty-free, non-exclusive, sub-licensable, transferable right to use, publish, broadcast, post online, and copyright (1) the Visitor’s name, voice, picture, portrait, and likeness (“Identity Materials”) as such Identity Materials appear in connection with the User-Generated Content and (2) the User-Generated Content in, and in connection with, advertising, marketing, and promoting Converge, its products and services, or its events, in whole or in part, by any means, media, devices, processes, and technology, (2) whether now known or hereafter developed. Each Visitor acknowledges that Converge may modify the User-Generated Content for
formatting, navigation, integration, or other purposes, provided that Converge uses good-faith efforts to ensure that such modifications do not materially distort such User-Generated Content.
(2) Each Visitor hereby waives and shall not enforce any conflicting rights in the User- Generated Content, including any moral rights that the Visitor may have under applicable law.
(3) Each Visitor hereby consents to the appearance and use of the Identity Materials in any advertisement, promotional media, or other media without submitting such proposed uses to the Visitor for any further approval. Each Visitor hereby releases Converge from any liability to the Visitor for any distortion or illusionary effect resulting from the publication of the Visitor’s Identity Materials.
(4) Converge is not required to use any of these rights granted by the Visitor to retain these rights.
(c) Representations. Each Visitor represents to Converge that:
(i) The Visitor has the necessary authority to grant the rights described in these Terms;
(ii) The Visitor has created the User-Generated Content or has the necessary rights to publish the User-Generated Content to the Website;
(iii) The Visitor has the necessary rights and consents to publish the Identity Materials of any person appearing in the Visitor’s User-Generated Content;
(iv) The Visitor grant of rights to Converge under these Terms will not violate the rights of any third party or violate any applicable laws, including consumer protection, privacy, copyright, trademark, unfair competition, and trade laws; and
(v) The User-Generated Content does not violate any provision of these Terms, including the representation that it does not contain any viruses or other harmful code and is not defamatory, obscene, pornographic, abusive, indecent, threatening, harassing, hateful, or offensive or otherwise unlawful.
(d) User-Generated Content posted to the System is governed by the terms applicable to the System and a Customer’s Subscription.
(e) Converge does not assume any obligation to review or monitor the Content or other information submitted to the Website by third parties. Converge may review some, none, or all of the information submitted to the Website. Converge reserves the right to remove, edit, or reject any information submitted to the Website for any reason or no reason. The Visitor assumes the responsibility of verifying the accuracy of any posted information through the Visitor’s own independent investigation.
6.5 Information Visitors Provide.
6.6 Prohibited Information.
(a) Visitors should not send any confidential or proprietary information or trade secrets through the Website. They are not protected by any confidentiality agreement, and each Visitor will do so at their own risk.
(b) Information a Visitor submits through the Website or otherwise may not contain:
(i) commercial speech, such as links to other websites, solicit money or offer securities, or contain any chain letters, pyramid schemes, or spam;
(ii) the intellectual property of a third party, including trade secrets, except in accordance with applicable law (that is, fair use or appropriate permission) or infringe on such IP;
(iii) material that is false or misleading or impersonates another person, or misstates or misleads as to identity, gender, or age;
(iv) material that is harmful, threatening, abusive, harassing, tortious, defamatory, obscene, invasive of another’s privacy, or otherwise unlawful;
(v) viruses, worms, time bombs, Trojan horses, or other harmful or disruptive components or links to such items; or
(vi) any robot, spider, website search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine,” or in any way reproduce or circumvent the navigational structure or presentation of the Website or its contents.
7. Acceptable Use Policy.
7.1 Acceptable Use for Customers. The Customer shall not, as applicable: (1) sell, re-license, rent, lease, or provide service bureau or timeshare access to the System, or (2) use the System to provide the same or similar services to third parties except through the System itself. The Customer acknowledges that the System is confidential and proprietary to Converge. The Customer shall not disclose the System to or permit access to the System to any third party including to any person, customer, organization, or other entity, or their employees or agents, whether on a for-profit, loan, gratuitous, temporary, or other basis, whether through consulting, training, or other services provided by the Customer, or in any other manner except upon the express prior written consent of Converge.
7.2 Unacceptable Use.
(a) Converge requires that all Visitors and other users of the Website conduct themselves with respect for others. In particular, Visitors shall observe the following rules in their use of the
Website and the System:
(i) Abusive Behavior: Do not harass, threaten, or defame any person. Do not contact any person who has requested no further contact. Do not use ethnic or religious slurs against any person or group.
(ii) Privacy: Do not violate the privacy rights of any person. Do not collect or disclose any personal address, social security number, or other personally identifiable information without each person’s written permission. Do not cooperate in or facilitate identity theft.
(iii) Intellectual Property: Do not infringe upon the copyrights, trademarks, trade secrets, or other intellectual property rights of any person. Do not reproduce, publish, or disseminate software, audio recordings, video recordings, photographs, articles, or other works of authorship without the written permission of the copyright holder. Converge may, in appropriate circumstances, terminate or suspend use of the Website of Visitors who infringe the intellectual property rights of others.
(iv) Hacking, Viruses, & Network Attacks: Do not access any computer or communications system without authorization, including the computers used to provide the Website or the System. Do not attempt to penetrate or disable any security system. Do not intentionally distribute a computer virus, launch a denial-of-service attack, or in any other way attempt to interfere with the functioning of any computer, communications system, or website. Do not attempt to access or otherwise interfere with the accounts of other users of the Website.
(v) Violations of Law: Do not violate any law.
(b) Consequences of Violation. Violation of this acceptable use policy (this “AUP”) may lead to suspension or termination of the Visitor’s account or the initiation of legal action. In addition, the User or Customer may be required to pay for the costs of investigation and remedial action related to AUP violations. Converge reserves the right to take any other remedial action that it determines in good faith is necessary or advisable.
(c) Reporting Unacceptable Use.
(1) Converge requests that anyone with information about a violation of this AUP report it at firstname.lastname@example.org.
(2) Please provide the date and time (with time zone) of the violation and any identifying information regarding the violator, including email or IP (Internet Protocol) address if available, as well as details of the violation.
(1) Converge reserves the right to cooperate with any law enforcement authorities or court orders requesting or directing Converge to disclose the identity of anyone posting any messages or publishing or otherwise making available any materials that are believed to violate these Terms or applicable law.
(2) Each Visitor consents to Converge’s disclosure, without the Visitor’s further consent or notice, of the Visitor’s IP address, username, name, IP location or other information as required by any subpoena issued to Converge by a court or from a law enforcement or government agency. Converge may challenge any such subpoena on legal grounds but is not required to do so.
(e) Revisions to the AUP. Converge may change this AUP at any time by posting a new version on this page on the Website. The new version will become effective on the date of such notice.
8. Limited Support. Converge will provide maintenance support to the Customer to provide a means (1) for answering the Customer's questions concerning use of the System; and (2) for providing assistance in solving problems encountered in the Customer's use of the System. The Customer may contact Converge for end-user support at email@example.com. Converge provides extended support options that the Customer may select in the Checkout Process. These options include the following:
telephone support option
9. Customer Responsibilities. The Customer shall be solely responsible for, and Converge will not be liable for (1) the performance of its personnel and agents; (2) the accuracy and completeness of all Customer-Furnished Items; (3) maintaining all software, hardware, and
other equipment used by the Customer to access and use the System; (4) securing and maintaining all rights required for use of any Customer-Furnished Items in connection with the System, and (5) obtaining and providing the Customer-Furnished Items in accordance with all applicable laws.
10. Payment. The use of the System is provided to the Customer at the fees and for the periods selected by the Customer during the signup and Checkout Process on the Website. The Customer shall make payments consistent with such selections. Unless otherwise stated during the Checkout Process, fees for Subscriptions do not include applicable sales taxes or similar charges.
10.1 Payment Failure. If the Customer’s payment method becomes unavailable, Converge will use good-faith efforts to obtain updated payment information from the Customer. If Converge is unable to obtain updated payment information from the Customer, Converge may terminate the Customer’s subscription for breach of the payment obligation.
The Customer may cancel a Subscription at any time while the Subscription is active by giving timely notice of non-renewal. The Subscription will continue until its expiration and the Customer will have access to the System for the remainder of the Subscription period. Fees for canceled Subscriptions are not refundable.
11. Term; Termination. These Terms will become effective on the Effective Date and will remain in effect until terminated according to their terms. Either party is entitled to terminate their agreement to these Terms on account of the other party’s material breach upon three (3) days’ prior written notice, provided that the breaching party has not cured the breach within that period. Upon termination of these Terms for any reason, the Customer’s subscription to the System will immediately terminate, and the Customer will have no further access to the System. Once the Terms are terminated, Converge will have no responsibility to host any Customer- Furnished Items under these Terms. The Customer should retain copies of all Customer- Furnished Items posted to the System. Converge shall use good-faith efforts to advise the
Customer from time to time if backup, download, or other data access services are available for free or for a fee.
12. Confidentiality; Data Protection; Cooperation.
12.1 Confidentiality. To the extent that, in connection with these Terms, either Converge or the Customer (each, a “Receiving Party”) comes into possession of any Confidential Information of the other (a “Disclosing Party”), the Receiving Party shall not disclose such information to any third party without the Disclosing Party’s consent, using at least the same degree of care as the Receiving Party employs in maintaining the confidence of its own Confidential Information of a similar nature, but in no event less than a reasonable degree of care. “Confidential Information” means all non-public information that should reasonably be understood by the Receiving Party, because of legends or other markings, the circumstances of disclosure, or the nature of the information itself, to be proprietary and confidential to the Disclosing Party, including information relating to the Disclosing Party’s business, properties, methods of operation, software, trade secrets, inventions, discoveries, know-how, and other intellectual property and specifically includes the Service and each Project. “Confidential Information” includes these Terms. Confidential Information may be disclosed in written or other tangible form (including as recorded on magnetic, optical or other storage media) or by electronic, oral, visual or other means.
12.2 Limited Use. The Receiving Party shall use the Confidential Information only in connection with the performance of its obligations and the enforcement of its rights under these Terms. The Disclosing Party hereby consents to the Receiving Party’s disclosure of such Confidential Information (1) as expressly permitted by these Terms, (2) to contractors, whether located within or outside of the United States, that are performing services in connection with these Terms and that have agreed in writing to be bound by confidentiality obligations similar to those in these Terms, (3) as may be required by law, regulation, judicial or administrative process, or in connection with litigation pertaining to these Terms, or (4) to the extent such information (A) is or becomes publicly available other than as the result of a disclosure in breach of these Terms, (B) becomes available to the Receiving Party on a non-confidential basis from a source that the
Receiving Party believes is not prohibited from disclosing such information, (C) is already known by the Receiving Party without any obligation of confidentiality with respect to it, or (D) is developed by the Receiving Party independent of any disclosures of such information by the Disclosing Party.
13. Intellectual Property.
(a) Converge owns all intellectual property rights relating to the Converge brand and other content including: copyright, trademark, service mark, trade name, trade dress, logo, patents and patentable subject matter, trade secrets, and data elements and other Content that has or provides the “look and feel” of the Converge brand image, as well as its own Content, including the text, graphics, programming (including source and object code), photographs, video, and audio contained in the Website or the System (the “Intellectual Property”). All other intellectual property not owned by Converge is the property of its respective owner or licensee, as the case may be.
(b) Converge reserves all rights to all of its Intellectual Property. A visitor’s use of the Website does not grant to the Visitor any rights or licenses relating to the Intellectual Property, except as expressly provided for in these Terms.
(c) A Visitor may not display, copy, modify, create derivative works of, sell, or distribute any of the Intellectual Property, or use it in any other way for public or commercial purposes except in accordance with these Terms and the intended purpose of the Website.
Submissions and any ideas, concepts, or know-how contained in the Submission for any purpose, including developing, manufacturing, distributing, or marketing products or services. Converge may use any such Submissions without obligation.
13.2 Third-Party Intellectual Property. Converge will respond to claims of copyright and trademark infringement in accordance with applicable law. The Company will promptly process and investigate notices of alleged infringement by third parties and will take appropriate actions under applicable law, including the Digital Millennium Copyright Act (“DMCA”), 17 U.S.C. § 512(c)(2).
(a) Reporting Infringement
(1) Only the intellectual property rights owner may report potentially infringing items through this reporting system. A person who is not the intellectual property rights owner should contact the intellectual property rights owner, who can choose whether to use the procedures set forth in these Terms.
(2) If the intellectual property rights owner believes their work is the subject of copyright infringement or a trademark infringement, they must provide Converge's copyright agent with the following information:
(i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
(iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Converge to locate the material;
(iv) Information reasonably sufficient to permit Converge to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
(v) 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; and
(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
(3) Send the reporting information to the agent for notice of claims of copyright or trademark infringement as follows:
By email: firstname.lastname@example.org By mail: 4213 Wells Place, Billings, Montana 59106
(4) Please note that for copyright infringements under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing is subject to liability for damages.
(5) Once a proper, bona fide notification of infringement is received by the designated agent, Converge's policy is to:
(i) Remove or disable access to the allegedly infringing material;
(ii) Notify the Visitor whose material has been removed or disabled; and
(iii) For repeat, flagrant, or bad-faith offenders, remove the allegedly infringing material from the Website and, in Converge's discretion, terminate the Visitor’s access to the Website and the System.
(b) Responding to a Notice of Infringement.
(1) After receiving a notice of infringement, the recipient may elect to send Converge a counter- notice. To be effective, the notice must be in writing, provided to our designated agent, and include substantially the following (please see 17 U.S.C. §512(g)(3) to confirm these requirements):
(i) A physical or electronic signature of the recipient;
(ii) Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was
(iii) A statement under penalty of perjury that the recipient has a good-faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
(iv) The recipient's name, address, and telephone number, and a statement that the recipient consents to the jurisdiction of the Federal District Court for the judicial district in which the address is located, or if the recipient's address is outside of the United States, for any judicial district in which Converge may be found, and that the recipient will accept service of process from the person who provided the notification of infringement or an agent of such person.
(2) Send the notice to the agent for notice of claims of copyright or trademark infringement as follows:
By email: email@example.com By mail: 4213 Wells Place, Billings, Montana 59106
(3) Please note that under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification is subject to liability for damages.
14. Provisions Relating to Damages
14.1 Release by Users.
(a) Each User, on behalf of its successors and assigns or heirs and personal representatives, as the case may be, hereby irrevocably and fully releases Converge, its affiliates, and their respective officers, directors, managers, agents, employees, and contractors from and against any suits, claims, actions, causes of action, arbitration, liabilities, obligations, damages, losses, penalties or fines known or unknown, arising out of or in connection with information or User- Generated Content provided by third parties to, through, or in connection with the Website, the System, or the Services.
(b) If the User is a California resident, the User expressly waives the provisions of California Civil Code §1542, which says: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS
WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
14.2 Disclaimers. Each Visitor acknowledges that its consent and agreement to the following disclaimers and limitations is a material inducement for Converge to permit the Visitor to access the Website or use the System.
(a) THE WEBSITE, THE SYSTEM, AND THEIR CONTENT, INCLUDING ALL PRODUCTS OR SERVICES FROM CONVERGE, ARE PROVIDED “AS IS” AND WITHOUT ANY WARRANTY. CONVERGE DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES TO THE MAXIMUM EXTENT PERMITTED BY LAW, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE.
(b) Converge does not warrant that the content, functions, or services contained in or accessed through the website or the system will be uninterrupted, accurate, reliable, or error-free. Each Visitor, and not Converge, assumes the cost of all necessary servicing, repair, or correction if there is any loss or damage arising from or in connection with the use of the Website, the System, their Content, or any Services. Converge does not warrant or make any representation regarding the use of the Website or the System or the results of their use related to accuracy, reliability, or otherwise. The Website or the System may include errors (including technical or typographical errors). Converge may make changes to the Website or the System at any time, with or without notice.
(c) Neither Converge nor any other person or entity associated with the design or maintenance of the Website or the System will be held liable or responsible in any way for any damage, loss, injury, or malfunction associated with a Visitor’s use of the Website, the System, or the Services.
(d) Converge disclaims any liability arising out of or related to a Visitor’s use of this Website or the System if the offer or sale of any product or service or system offered through the Website is illegal in the Visitor’s jurisdiction. The materials on the Website or the System may not be appropriate or available for use in a Visitor’s location. Visitors who choose to access the Website or the System do so on their own initiative and at their own risk and are responsible for compliance with local laws, rules, and regulations applicable to them. Converge may limit the
Website's or the System's availability, in whole or in part, to any person, geographic area, or jurisdiction.
(e) Viruses. Converge does not assume any responsibility or risk for a Visitor’s use of the Internet and the myriad of risks it presents. Converge can not and does not guarantee that the materials contained on this Website or in the System will be free of viruses, worms, or other code or related hazards that may have destructive properties (collectively, “Viruses”). Each Visitor is responsible to ensure that it has sufficient procedures, firewalls, checkpoints, and safeguards within its computer system to satisfy its particular requirements to protect against Viruses.
(f) Information Monitoring and Updates.
(1) Converge attempts to ensure that information on the Website is complete, accurate, and current. Despite Converge’s efforts, the information on this Website may be inaccurate, incomplete, or out of date, and Converge makes no representation to any Visitor about the completeness, accuracy, or timeliness of any information on the Website, such as information about the nature or characteristics of any services Converge provides, including pricing or terms of sale.
(2) While this Website facilitates transactions between Customers and Converge, not all terms of those transactions are available to Users of the Website who are not attempting to complete such a transaction. Any terms offered or described on this Website from time to time may be different from those available at any given time to any Customer or prospective Customer.
(g) Third Parties and Third-Party Websites
(1) The Website may contain links to other websites for the convenience and information of Visitors. Links may be contained on pages, or in blog posts, emails from Converge, or newsletters Converge may make available from time to time.
presentation is not an endorsement, guarantee, representation, or warranty, either express or implied, by Converge on behalf of any third party. Converge does not control the content that appears on these websites or their privacy practices.
(3) Converge hereby disclaims any liability or responsibility for the content, subject matter, or substance of any information accessed or obtained from third-party websites accessed from or via the Website. Accessing third-party websites from the Website is therefore done at each Visitor’s own risk.
14.3 Limitation of Liability.
(a) No party to these terms, its contractors, or their respective personnel will be liable to another party for any claims, losses, or liabilities relating to these Terms (“Claims”) for an aggregate amount in excess of the fees paid by the Customer to Converge during the 12-month period immediately preceding the date on which the initial act or omission giving rise to the liability first occurred. IN NO EVENT WILL A PARTY, ITS CONTRACTORS, OR THEIR RESPECTIVE PERSONNEL BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, PUNITIVE, INDIRECT, OR SPECIAL DAMAGES, (INCLUDING LOST PROFITS) WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CONVERGE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE LIMITATIONS SET FORTH IN THIS SECTION MAY NOT APPLY TO SOME VISITORS. IF THE FOREGOING LIMITATIONS ARE HELD INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, AND IF CONVERGE IS HELD RESPONSIBLE BY ANY COURT, THEN THE MAXIMUM LIABILITY OF CONVERGE TO A VISITOR FOR ANY TYPE OF DAMAGES WILL BE LIMITED TO THE AMOUNT THE VISITOR PAID CONVERGE FOR THE SYSTEM, PRODUCTS, OR SERVICES.
(b) The provisions of this Section 14.3 do not apply to (1) any Claim for which one party has an express obligation to indemnify the other under these Terms, (2) a breach of Section 5 (Subscription) or Section 12 (Confidentiality), (3) any amounts owed by the Customer to Converge for the Fees provided for under these Terms, or (4) the extent resulting from a party’s bad faith or intentional misconduct. In circumstances in which any limitation on damages or indemnification provision under these Terms is unavailable, the parties shall ensure that the aggregate liability of each party, its contractors, and their respective personnel for any Claim does not exceed an amount that is proportional to the relative fault that such party’s conduct bears to all other conduct giving rise to the Claim.
14.4 Limited Warranties. Converge warrants that (1) the execution, delivery and performance of these Terms by Converge will not conflict with, breach, or cause a default under, any material contract with any third party; and (2) it has the right to provide a subscription for the System.
14.5 Time Limit for Bringing Actions. Any action, regardless of form, arising under or relating to these Terms must be brought not later than one (1) year after the cause of action has accrued, except that an action for non-payment must be brought not later than two (2) years after the due date of the last payment owed to the party bringing the action.
15. Indemnification 15.1 Definitions.
(a) “Company Indemnitees” means any one or more of Converge, its directors, officers, equity holders, employees, agents, and affiliates.
(b) “Indemnifiable Losses” means losses and liabilities, including reasonably incurred legal fees, expenses, and costs of court, arbitration, and mediation.
15.1 Customer Indemnification Obligations. The Customer shall indemnify the Company Indemnitees against all Indemnifiable Losses arising out of or related to any claims asserted by a third party arising out of (1) any intentional misconduct or negligent act or omission of the Customer, (2) any violation by the Customer, its Authorized Users, or its representatives of any applicable law; (3) material or information created or provided by the Customer, including any
Indemnifiable Losses arising from the actual or alleged infringement by the Customer of any third-party intellectual property right pertaining to such material or information; (4) any investigations of or involving the Customer or the Customer’s conduct by Converge, law enforcement, or governmental authorities; or (5) User-Generated Content submitted by the Customer or its Authorized Users.
15.2 User Indemnification Obligations. Each User shall indemnify the Company Indemnitees against all Indemnifiable Losses or liabilities arising out of or related to any claims, including third-party claims and causes of action, arising out of or related to any one or more of the following: (1) any intentional misconduct or negligent act or omission of the User related to the Website or the System, (2) the User’s breach of these Terms; (3) material or information created or provided by the User, including any Indemnifiable Losses arising from the actual or alleged infringement by the User of any third-party intellectual property right pertaining to such material or information; (5) any investigations of or involving the User or the User’s conduct by Converge, law enforcement, or governmental authorities; (6) the User’s violation of any applicable law; (7) User-Generated Content submitted by the User; (8) any use of the User’s account or credentials to the extent not resulting from the Company’s negligence; and (9) the User’s use of this Website to investigate, initiate, or complete a subscription transaction, if the offer or sale of any products, services, or the System offered through the Website is illegal in any jurisdiction to which the User is subject.
15.3 Indemnification Procedures. Converge shall use reasonable efforts to provide the Customer or User, as the case may be, with prompt written notice of any claim for which indemnification is sought under these Terms and shall reasonably cooperate with the Customer or User, as the case may be, in connection with any such claim. Converge will be entitled to control the handling of any such claim with counsel of its own choosing and to defend or settle any such claim, provided, however, that Converge shall not enter into any settlement that would require the Customer or User, as the case may be, to admit to any liability or to take or refrain from taking any action, without such person’s prior written consent.
16. Notices. Any notice required or permitted to be given under these Terms must be in writing. Notice will be deemed given (1) upon receipt when delivered personally or sent by a reputable commercial overnight courier, or (2) five (5) business days following mailing by registered or certified United States mail, return receipt requested, postage prepaid, and addressed to Converge at its address set forth below or to the Customer or User, as the case may be, at the address provided by the Customer or User, as the case may be, on its account information page.
Name: Converge Collective LLC
Address: 4213 Wells Place, Billings, Montana 59106 Attn: Kevin Scharfe
17. Additional Provisions
17.1 Force Majeure. Neither party will be liable to the other party for damages arising out of delays or failures to perform under these Terms to the extent that any such delays or failures result from any cause beyond the reasonable control of the affected party, such as fire, earthquake, explosion, casualty, strike, war, riot, civil disturbance, act of God, any reasonably unforeseeable change in state or national law, decree, or ordinance, or any executive or judicial order, provided that the affected party promptly informs the other of all relevant information.
17.2 Independent Contractor. Each of Converge and the Customer or the User, as the case may be, is an independent contractor and no party is, nor will be considered to be, nor shall purport to act as, another’s agent, partner, fiduciary, joint venturer, or representative.
17.3 Assignment. The Customer may not assign any of its rights or obligations under these Terms (including interests or claims relating to these Terms) without the prior written consent of Converge. A party may assign these Terms to any affiliate or subsidiary, without consent, upon prior written notice to the other party. Converge may assign these Terms to any acquirer of all or substantially all of its assets.
17.4 Entire Agreement. These Terms and the selections made by the Customer during the Checkout Process, if applicable, constitute the entire agreement between the parties with respect to their subject matter and supersede all other oral or written representations, understandings, or agreements relating to their subject matter. Each party represents that it is not relying on any representation or promise not set forth in these Terms.
17.5 Severability. If any provision of these Terms is found unenforceable, the provision will not affect any other provision, but the unenforceable provision will be deemed modified to the extent necessary to render it enforceable, preserving to the fullest extent permitted the intent of Converge and the Visitor, as set forth in these Terms.
17.6 Waivers; Amendments. No delay or omission by a party in enforcing its rights or remedies under these Terms will impair such right or remedy or be deemed to be a waiver of the rights or remedies. No waiver of any right or remedy under these Terms with respect to any occurrence or event on one occasion will be deemed a waiver of such right or remedy with respect to such occurrence or event on any other occasion. No amendment or waiver of these Terms by a Visitor will be valid unless in writing and signed by both parties, provided, however, that Converge may unilaterally amend these Terms in good faith.
17.7 Section Headings. The section headings contained in these Terms are for convenience of reference only and are not intended to affect the meaning or interpretation of these Terms.
17.8 Governing Law; Jurisdiction; Venue. These Terms are governed by the laws of Montana. A party must bring and maintain any action arising out of these Terms exclusively in any state or federal court located in Montana. Each party hereby expressly consents to the personal jurisdiction of such courts for the purposes of any such action. Each party hereby represents to the other that such courts are a convenient forum.
(b) Fees and costs. The prevailing party in any action or proceeding under these Terms will be entitled to recover legal fees and other costs reasonably incurred in that action or proceeding, in addition to any other relief to which the party may be entitled.
(c) Waiver of Jury Trial. THE PARTIES HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM RELATING TO THESE TERMS OR THE SYSTEM.
Updated: April 21, 2023
If you have any questions about this policy, You can contact us: