1. Services This SDSU Web Portal End User License Agreement (“Agreement”) is a binding agreement between Corovan Moving & Storage Co. (“Corovan”) and San Diego State University (“you”, and possessively “your”). This Agreement may be modified by Corovan from time-to-time. All Web Portals, Web-based applications and any related support services that Corovan makes available to you (“Services) are covered by this Agreement. Corovan reserves the right to change, correct and improve the Services. Services are not a finished product or deliverable. Services are a Corovan “Work Product” as defined in the CSU General Provisions for Services Acquisitions. By using the Services you agree to be bound by the terms and conditions contained in this Agreement.
2. Authorization and License to Use the Services Corovan grants you a personal, worldwide, royalty-free, limited, non-assignable and non-exclusive, non-transferrable, non-sublicenceable, and unsecurable license to use the Services. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services in the manner permitted by these terms and conditions. Use of the Services shall only be by employees of you and solely for internal business purposes or personal, non-commercial use, as permitted in Corovan’s agreement with you. UNDER NO CIRCUMSTANCES SHALL ANY THIRD PARTY BE GRANTED ACCESS TO THE SERVICES WITHOUT COROVAN’S PRIOR WRITTEN CONSENT, AND EXCEPT YOUR INITIAL ORDER REQUESTS, ONLY COROVAN MOVES AND STORAGE UNDER THE CSU GENERAL PROVISIONS FOR SERVICES ACQUISITIONS AGREEMENT AND COROVAN AWARDED PROJECTS MAY BE PROCESSED THROUGH THE SERVICES.
3. Terms for Use of Services You represent, warrant and acknowledge that: (i) you will follow U.S. laws regarding transmitting data; (ii) you will treat the Services as proprietary to Corovan; (iii) Corovan is the sole and exclusive owners of the Services (including all trade secrets, copyrights, trademarks and other intellectual property rights in or to the Service); (iv) the Services give Corovan a competitive advantage over its business competitors, (v) the Services are subject to termination in the event that the CSU General Provisions for Service Acquisitions agreement between Corovan and you is terminated in accordance with its terms; (vi) Corovan may quarantine or delete any of your data stored if the data is infected with a virus, or is otherwise corrupted, and has the potential to infect or corrupt the system or other customers' data; and (vii) you will obtain Corovan’s prior written consent prior to recommending and implementing any of the content management systems.
4. Restricted Uses You represent, warrant and acknowledge that you will not: (i) tamper with, interfere or attempt to interfere in any manner with the functionality or proper working of the Services; (ii) make illegal use of the Services or use it for purposes which are illegal, abusive, or irresponsible; (iii) interfere with anyone else who is an authorized user of the Service; (iv) remove, obscure, or alter any notice of any logo, trademark, or other intellectual property or proprietary right designation appearing on or contained within the Services; (v) access or attempt to access the Services by any means other than the interface that is provided by the Services; (vi) alter, modify or adapt any component of the Services, including, but not limited to, translating, decompiling, disassembling, reverse engineering or creating derivative works; (vii) rely on the Services to verify the accuracy of, or correct third party data; (viii) resell or otherwise transfer or make the Services, or any part or component thereof, available, to any other person or organization directly or indirectly, for any of the foregoing or for any other use, including, without limitation, by loan, rental, service bureau, external time sharing or similar arrangement; (ix) redistribute the Services in any form or manner to any third party; (x) use or permit anyone else to use the Services to create, order, arrange, organize, document, invoice or coordinate payment for any third party; (xi) attempt to probe, scan, penetrate or test the vulnerability of Corovan’s systems or networks or to breach its security or authentication measures, whether by passive or intrusive techniques; (xii) publish, transmit or store on or via its network, equipment, Services, Web portals, Web sites or other applications any content or links to any content that Corovan reasonably believes constitutes, depicts, fosters, promotes or relates in any manner to child pornography, bestiality, or non-consensual sex acts; is excessively violent, incites violence, threatens violence, or contains harassing content or hate speech; is unfair or deceptive under the consumer protection laws of any jurisdiction, including chain letters and pyramid schemes; is defamatory or violates a person's privacy; creates a risk to a person's safety or health, creates a risk to public safety or health, compromises national security, or interferes with a investigation by law enforcement; improperly exposes trade secrets or other confidential or proprietary information of another person; is intended to assist others in defeating technical copyright protections; infringes on another person's copyright, trade or service mark, patent, or other property right; promotes illegal drugs, violates export control laws, relates to illegal gambling, or illegal arms trafficking; is otherwise illegal or solicits conduct that is illegal under laws applicable to you or to us; or is otherwise malicious, fraudulent, or may result in retaliation against Corovan.
5. Modifications to this Agreement You agree that Corovan may modify this Agreement or any policy or other terms referenced in this Agreement (collectively, “Additional Policies”) at any time by posting a revised version of the Agreement. If the revised terms are for any Services which Corovan is adding at the time of the revision, for any privacy notice, for any acceptable use policy, or for any other general terms and conditions, then the revised terms shall be effective upon posting, unless Corovan expressly states otherwise at the time of posting. If the revised terms are otherwise for any then-existing Services, then the revised terms shall be effective upon the earlier of fifteen (15) days after posting, or if Corovan provides a mechanism for your immediate acceptance of the revised terms, such as a click-through confirmation or acceptance button, upon your acceptance.
6. Termination Corovan may terminate this Agreement for any reason, at its discretion at any time by providing you sixty (60) days’ advance notice, or immediately if you breach the CSU General Provisions for Service Acquisitions agreement. Corovan may also terminate this Agreement for cause effective immediately if you materially violate any other provisions of the Agreement, including any Additional Policies; or Corovan is threatened with a legal claim for copyright or patent infringement related to provision of the Services and are unable to modify the Services in a way that avoids an ongoing risk of liability; or you fail to cooperate with any reasonable Corovan investigation of any suspected violation of the Agreement or Additional Policies (even if such failure is based on your belief that to do so would incriminate yourself), and such violation or failure places Corovan at significant legal or operational risk. Corovan may also terminate this Agreement five (5) days following Corovan’s notice to you if you breach any other provision of this Agreement or Additional Policies and fail, as determined by Corovan, in its sole discretion, to cure such breach within such five (5) day period.
7. Monitoring Corovan reserve the right to log, review, delete and otherwise examine any information stored on or passing through the Services, its networks or systems.
8. Passwords You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services. Accordingly, you agree that you are solely responsible to Corovan for all activities that occur under your account. If you become aware of any unauthorized use of your password for the Services or your account, you agree to notify Corovan immediately.
9. Downtime and Services Suspensions Your access to and use of the Services may be suspended for the duration of any unanticipated or unscheduled downtime or unavailability of any portion or all of the Services for any reason, including as a result of power outages, system failures or other interruptions. Corovan shall also be entitled, without any liability to you, to suspend access to any portion or all of the Services at any time, on a Service-wide basis: (i) for scheduled downtime to permit Corovan to conduct maintenance or make modifications to any Service; (ii) in the event of a denial of service attack or other attack on the Services or other event that Corovan determines, in its sole discretion, may create a risk to the applicable Services to you or to any of Corovan’s other customers; or (iii) in the event that Corovan determines that any Services is prohibited by law or Corovan otherwise determines that it is necessary or prudent to do so for legal or regulatory reasons.
10. Confidentiality You shall not disclose Corovan Confidential Information during the Term or at any time during the three (3) year period following the end of the Term. As used in this Agreement, “Corovan Confidential Information” means all nonpublic information disclosed by Corovan, its business partners or its or their respective agents or contractors that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. Corovan Confidential Information includes, without limitation, (i) nonpublic information relating to Corovan’s or its business partners’ technology, customers, business plans, promotional and marketing activities, finances and other business affairs (including, but not limited to, any information about or involving one of its so-called beta tests or a beta test product that you obtain as a result of your participation in such beta test), (ii) third-party information that Corovan is obligated to keep confidential, (iii) the nature, content and existence of any discussions or negotiations between you and Corovan, (iv) the Services and any order forms, reports, billing and invoices generated or related thereto; and (v) Corovan’s trade secrets and intellectual property rights related to the Services.
Notwithstanding any other provision in this Agreement, you shall not have any confidentiality obligation to Corovan with respect to any information provided or made available by Corovan hereunder with respect to any information, software application, data or content provided or made available by you hereunder that is or becomes publicly available without breach of this Agreement; can be shown by documentation to have been known to the receiving party at the time of its receipt from Corovan, but not including your prior knowledge of Corovan’s earlier versions of the Web portal, Web based applications or related support services; is received from a third party other than a Corovan customer or consumer, and who did not acquire or disclose the same by a wrongful or tortuous act; or can be shown by documentation to have been independently developed by you.
11. Intellectual Property, Copyright and Trademark Policies For good and valuable consideration, the receipt of which is hereby acknowledged, you give permission to Corovan and its successors, assigns, and licensees, to use your name as well as your product(s), product likeness(es), copyright(s), trademark(s), artwork, tagline(s), insignia, indicia, and/or logo(s) (collectively Product Likeness) in the Services and any versions or edits thereof, produced by Corovan which Product Likeness may be displayed and/or broadcast for any purpose in any and all media, including the internet, throughout the World, without limitation as to duration or frequency of usage, in perpetuity and royalty free, for any purpose, including but not limited to editorial, advertising, and promotion. It is understood that Corovan shall have the right but not the obligation to make use of your name, images, likenesses, logos and/or signage and/or Product Likeness as permitted hereunder. You hereby waive any rights to inspect and/or approve the Services incorporating the Product Likeness. The undersigned hereby warrants and represents that he/she has the full right and authority to enter into this agreement concerning the your name, images, likenesses, logos and/or signage and Product Likeness and that Corovan does not need the consent or permission of any other person, firm or corporation in order to use your name, images, likenesses, logos and/or signage and/or Product Likeness as described above. You hereby indemnify and agree to hold Corovan and its parent, affiliate and subsidiary companies, and their respective officers, directors, shareholders, employees, agents, contractors, licensees, successors, and assigns free and harmless from and against any and all loss, costs, liability, damages, or claims of any nature including, but not limited to reasonable attorney’s fees, arising from, growing out of, or concerning a breach or alleged breach of your above warranties, representations and license.
The content on the Services including without limitation, the text, software, scripts, graphics, photos, sounds, videos, interactive features, and amendments by you or Corovan to the Content management systems, and the like ("Content") and the trademarks, service marks and logos contained therein, are owned by or licensed to Corovan (“Marks”), subject to copyright, trademark and other intellectual property rights under United States and foreign laws and international conventions. Content on the Services is provided to you AS IS for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Corovan reserves all rights not expressly granted in and to the Services, Marks and the Content. You agree to not engage in the use, copying, or distribution of any of the Services, Marks, or Content other than expressly permitted herein. If you download or print a copy of the Services, Marks or Content for personal use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any Services, Marks or Content or enforce limitations on use of the Services, Marks or Content therein. It is Corovan’s policy to respond to notices of alleged copyright infringement that comply with applicable international intellectual property law (including, without limitation, in the United States, the Digital Millennium Copyright Act) and to terminating the accounts of infringers.
12. Disclaimer of Warranty Except as specifically set forth in this Agreement, Corovan makes no other representations or warranties, express or implied, including without limitation any warranty of merchantability or fitness for a particular purpose, with respect to the Services.
SERVICES ARE PROVIDED TO CUSTOMER ON AN "AS IS" BASIS. COROVAN, ITS INFORMATION PROVIDERS, AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF ANY OF THE SERVICES MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES (OR THE RESULTS TO BE OBTAINED BY THE USE THEREOF). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LICENSEE, ITS INFORMATION PROVIDERS AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING ANY OF THE SERVICES EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ORIGINALITY, ACCURACY, TIMELINESS, COMPLETENESS, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE.
13. Limitations of Liability YOU ASSUME THE ENTIRE RISK OF ANY USE YOU MAY MAKE OF THE SERVICES. IN NO EVENT SHALL COROVAN, ITS INFORMATION PROVIDERS OR ANY THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF ANY OF THE SERVICES, BE LIABLE TO YOU, OR ANY OTHER PERSON, FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR YOUR INABILITY TO USE THE SERVICES, REGARDLESS OF THE FORM OF ACTION, EVEN IF COROVAN, ANY OF ITS INFORMATION PROVIDERS, OR ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF ANY OF THE SERVICES HAS BEEN ADVISED OF OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF SUCH DAMAGES. SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE SERVICES, FROM INABILITY TO USE THE SERVICES, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SERVICES (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. THE SERVICES UTILIZE INDUSTRY ACCEPTED SECURITY SYSTEMS IN AN ATTEMPT TO ELIMINATE UNAUTHORIZED ACCESS TO PRIVATE INFORMATION. BY USING THE SERVICES, YOU EXPRESSLY AGREE TO NOT HOLD COROVAN LIABLE IN THE EVENT OF UNAUTHORIZED ACCESS AND SUBSEQUENT USE OF YOUR DATA OR INFORMATION. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY IN ANY ACTION, WHETHER IN CONTRACT, TORT OR ANY OTHER CLAIM, EVEN IF AN AUTHORIZED REPRESENTATIVE OF COROVAN HAS BEEN ADVISED OF OR SHOULD HAVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES.
14. Indemnification You agree to indemnify, defend and hold Corovan, its affiliates and licensors, and each of its and their respective employees, officers, directors and representatives, harmless from and against any and all claims, losses, damages, liabilities, judgments, penalties, fines, costs and expenses (including reasonable attorneys’ fees), arising out of or in connection with any claim arising out of (i) your use of the Services in a manner not authorized by this Agreement, and/or in violation of the applicable restrictions and/or applicable law, (ii) your violation of any term or condition of this Agreement or any applicable Additional Policies, including without limitation, your representations and warranties, or (iii) you or your employees’ or personnel’s negligence or willful misconduct.
15. Notices To You Except as otherwise set forth herein, notices made by Corovan to you under this Agreement that affect Corovan’s customers generally (e.g., notices of amended Agreements) will be posted on Corovan’s website. Notices made by Corovan under this Agreement for you or your account specifically (e.g., notices of breach and/or suspension) will be provided to you via the email address provided to Corovan in your registration for the Services, or as set forth in CSU General Provisions for Service Acquisitions agreement, or in any updated email address you provide to Corovan in accordance with standard account information update procedures Corovan may provide from time to time. It is your responsibility to keep your email address current and you will be deemed to have received any email sent to any such email address, upon Corovan’s sending of the email, whether or not you actually receive the email.
16. Notices To Corovan
For notices made by you to Corovan under this Agreement and for questions regarding this Agreement or the Services, you may contact as follows:
Corovan Moving & Storage Co.
12302 Kerran Street
Attention: IT Department
17. Third Party Activities If you authorize, assist, encourage or facilitate another person or entity to take any action related to the subject matter of this Agreement, you shall be deemed to have taken the action yourself.
18. Severability If any portion of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect, and any invalid or unenforceable portions shall be construed in a manner that most closely reflects the effect and intent of the original language. If such construction is not possible, the provision will be severed from this Agreement, and the rest of the Agreement shall remain in full force and effect.
19. Waivers The failure by Corovan to enforce any provision of this Agreement shall in no way be construed to be a present or future waiver of such provision nor in any way affect Corovan’s right to enforce such provision thereafter. All waivers by Corovan must be in writing to be effective.
20. Successors and Assigns This Agreement will be binding upon, and inure to the benefit of the parties and their respective successors and assigns.
21. Entire Agreement This Agreement incorporates by reference all policies and guidelines posted on Corovan’s website, www.Corovan.com, including all Additional Policies, and constitutes the entire agreement between you and Corovan regarding the subject matter hereof and supersedes any and all prior or contemporaneous representation, understanding, agreement, or communication between you and Corovan, whether written or oral, regarding such subject matter.
22. Relationship Nothing in this Agreement is intended to or does create any type of joint venture, creditor-debtor, escrow, partnership or any employer/employee or fiduciary or franchise relationship between you and Corovan (or any of Corovan’s affiliates).
23. Governing Law This Agreement shall be construed and enforced according to the laws of the State of California applicable to agreements made and to be performed wholly within the State of California, County of San Diego.
24. Language All communications and notices to be made or given pursuant to this Agreement shall be in the English language.