As a consumer of the Coleman Research Group's (the "Company") services, each Consultation Session (a "Consultation") with a member of the Executive Forum is subject to the following terms (the "Terms of Service"), unless you (individually and on behalf of your employer, "You" or "Your" ) otherwise have a written agreement with the Company. Your participation in a Consultation creates a binding legal agreement with Coleman Research Group, Inc. (the "Company") and constitutes Your acceptance of the Terms of Service. Your participation in a Consultation is conditioned upon Your agreement to and compliance with the Terms of Service. If You do not agree with any part of the Terms of Service, You shall have no right to participate in any Consultation.
You acknowledge and agree that, on behalf of yourself and your employer: (a) the Executive Forum Members are independent contractors and are not affiliates of the Company; (b) the Company makes no representation, express or implied, with respect to the accuracy or completeness of any information provided to You by an Executive Forum Member; (c) the Company asks Executive Forum Members to provide relevant experience and disclose any confidentiality obligations and/or potential conflicts; (d) the Company relies on the information supplied by the Executive Forum Member and forwards that information to You and makes no independent verification of such information; (e) the Company shall have no liability with respect to any losses, damages or other liabilities that You may incur arising out of or relating to Your consultation with members of the Executive Forum; and (f) you have the authority to enter into this agreement on behalf of your employer.
You acknowledge and agree that You will keep confidential all information provided to You by the Company and the Executive Forum Members in the course of any Consultation Session. If You are ever required by law to disclose any confidential information, You agree to promptly notify the Company. This confidentiality obligation shall survive the termination or expiration of this agreement.
Please note that our Executive Forum Members may be bound by or subject to confidentiality or nondisclosure obligations owed to their employers and/or other third parties. You agree that You will not knowingly encourage an Executive Forum Member to discuss his or her current employer or to disclose any information in violation of such obligations or otherwise in violation of applicable law.
Investment Advice Prohibition
You acknowledge and agree that the Company and Executive Forum Member(s) are not acting as investment advisors. The Company will not advise You, either directly or indirectly, as to the value of securities or as to the advisability of investing in, purchasing, or selling securities. Furthermore You agree that neither You nor any of Your affiliates will solicit investment advice from the Company or Executive Forum Member(s). In addition, Executive Forum Members, by consenting to the Company's terms and conditions, have agreed not to provide investment advice to You during Consultation Sessions.
Limitation of Liability
You acknowledge and agree that the Company is not responsible for any information communicated by the Executive Forum Member during any Consultation Session, the Company is not responsible for any communication of information by an Executive Forum Member that is not in compliance with applicable laws or regulations, and You shall be responsible for compliance with applicable laws and regulations with respect to the use or dissemination of any information provided by an Executive Forum Member.
YOU UNDERSTAND THAT ANY AND ALL INFORMATION OR SERVICES ARE PROVIDED ON AN "AS IS" "WHERE-IS" AND "WHERE AVAILABLE" BASIS AND ARE SUBJECT TO CHANGE AT ANY TIME WITHOUT NOTICE TO YOU. TO THE EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS), AS TO ANY AND ALL SUCH INFORMATION OR SERVICES AS WELL AS ANY WARRANTY THAT ANY SUCH INFORMATION OR SERVICES PROVIDED TIMELY, SECURE, COMPLETE, UNINTERRUPTED OR ERROR-FREE OR THAT ANY SUCH INFORMATION OR SERVICES (OR ANY RESULTS OBTAINED FROM YOUR USE THEREOF) WILL MEET YOUR EXPECTATIONS. NO STATEMENT OF ANY KIND, WHETHER ORAL OR WRITTEN, CAN MODIFY THE TERMS OF THE DISCLAIMER SET FORTH IN THIS DOCUMENT.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS AFFILIATES BE LIABLE TO YOU (OR ANY THIRD PARTY MAKING CLAIMS THROUGH YOU) FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, INCIDENTAL OR OTHER DAMAGES OF ANY KIND OR NATURE WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, IN ANY WAY ARISING OUT OF OR RELATED TO ANY CONSULTATION OR ANY INFORMATION OR SERVICE PROVIDED BY COMPANY, REGARDLESS OF WHETHER OR NOT SUCH DAMAGES ARISE IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, UNDER STATUTE, IN EQUITY, AT LAW OR OTHERWISE, EVEN IF COMPANY HAS BEEN ADVISED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE EXTENT PERMITTED BY LAW, THE ENTIRE AGGREGATE LIABILITY OF COMPANY AND THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO YOU IN ANY CASE IN ANY WAY ARISING OUT OF OR RELATING TO ANY CONSULTATION OR ANY INFORMATION OR SERVICE PROVIDED BY COMPANY IS FOR YOU TO DISCONTINUE USING COLEMAN RESEARCH GROUP, INC. SERVICES AND TO SEEK MONETARY DAMAGES THAT IN THE AGGREGATE MAY NOT EXCEED THE LESSER OF $50,000.00 OR THE SUM OF ANY AMOUNTS PAID TO COMPANY BY YOU FOR CONSULTATIONS PROVIDED DURING THE PRIOR THREE MONTHS.
BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN DAMAGES, PORTIONS OF DISCLAIMERS AND LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.
These terms shall be governed by and construed in accordance with the laws of the State of New York without reference to the conflicts of law provisions thereof.
Executive Forum Members
Each Executive Forum Member has agreed to the Company's Terms and Conditions. Registration and participation in the Company's Executive Forum is governed by the Terms and Conditions.