Terms & Conditions

Last Updated:  July 29, 2014

 

CAREFULLY READ THESE TERMS OF USE BEFORE USING THIS WEBSITE.  THIS DOCUMENT CONTAINS LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF OUR WEBSITE.  IF YOU DO NOT AGREE WITH THESE TERMS OF USE, THEN IMMEDIATELY DISCONTINUE YOUR USE OF THE WEBSITE BY CLOSING THIS PAGE OF OUR WEBSITE AND DO NOT PROCEED WITH ANY FURTHER USE OF OUR WEBSITE.

Contractor Management Services, LLC (“CMS”) is a company that provides business processing services to its clients and services for the administration and processing of settlements to independent contractors who have a contractual relationship with a CMS client.  CMS makes certain System Resources available through an online platform known as ICMPower located at the domain https://icm.ictherightway.com (“Website”).

CMS and its managers, members, officers, directors, employees, agents and representatives are collectively referred to herein as “CMS,” “our,” “we” or “us”.  Users, who comply with these Terms of Use, are allowed to visit and browse the Website; however, in order to access our System Resources, you must be a registered end user in good standing.

By using the Website in any manner, including but not limited to visiting or browsing, you are agreeing and accepting to be bound by these Terms of Use and any additional terms and conditions referenced herein, all of which constitute a binding agreement between you and CMS.  For purposes of these Terms of Use, the words “you” and “end user” are used herein to refer to you and include you and any other person or entity on whose behalf you may be acting.  We reserve the right, at our sole discretion, to change, modify, add, or delete all or parts of these Terms of Use at any time without notice to you.  The date shown at the beginning of these Terms of Use shows the effective date of these Terms of Use which will be updated if there are any changes made to these Terms of Use.

If you register with CMS, then, in addition to these Terms of Use, you must agree to the terms and conditions of our End User Agreement (“EUA”) and our Privacy Policy.

 

User Requirements

The Website is available only to, and may only be used by, individuals who are at least 18 years of age and can form legally binding contracts under applicable law.  By using this Website, you represent and warrant that you are at least 18 years old.  We may, in our sole discretion, refuse to offer access to or use of our Website to any person or entity at any time. This provision is void where prohibited by law and the right to access the Website is revoked in such jurisdictions.

 

Use of Website

You may use the Website solely in connection with the intended purpose and use of the Website and, in any event, for lawful purposes only. You are solely responsible for your conduct and activities on the Website.  You agree not to take any action that might affect the security of the Website, render the Website partially or wholly inaccessible to others or otherwise negatively alter or damage the Website and you agree not to use the Website in any manner that might interfere with the rights of our end users or any third parties.

 

Prohibited Activities

You shall not:

  • access or use the Website if you are not able to enter into legally binding agreements, are under the age of 18, or are temporarily or permanently suspended from using the Website;
  • copy, reproduce, modify, distribute, or publicly display the CMS Content or content from the Website or create derivative works from any such content or the CMS Content, unless agreed to in writing by CMS;
  • infringe upon CMS’ or any third party’s copyright, patent, trademark, trade secret or other proprietary or intellectual property rights or rights of publicity;
  • engage in activities that are defamatory, trade libelous, unlawfully threatening, unlawfully harassing, impersonate or intimidate any end user (including CMS’ employees), or falsely state or otherwise misrepresent your affiliation with any person;
  • provide false, inaccurate or misleading information;
  • engage in fraudulent activities;
  • engage in any conduct on the Website that could result in a violation of any applicable law, statute, ordinance or regulation, or that violates these Terms of Use;
  • transmit code that may damage, detrimentally interfere with, intercept or expropriate any system, data or personal information;
  • interfere or attempt to interfere with the functionality or proper working of the Website or our System Resources;
  • take any action that imposes an unreasonable or disproportionately large amount of information or data on the Website or that adversely affects our ability to operate the Website or our System Resources as determined solely by us;
  • use any robot, spider, scraper or other automated means to access the Website or our System Resources for any purpose whatsoever without our express written permission;
  • bypass, disable, or otherwise tamper with any robot exclusion headers or other security measures used to prevent or restrict access to the Website or our System Resources,
  • reverse engineer, modify, adapt or hack the Website;
  • create a website so as to falsely imply that it is associated with CMS;
  • interfere with CMS’ relations with third party providers such as ISPs, suppliers and vendors; and/or
  • violate these Terms of Use or any applicable law, statute, ordinance or regulation.

 

Availability

CMS does not warrant or guarantee continuous, uninterrupted, timely, secure or error-free access to or use of the Website or any services provided on the Website.  You may experience interruptions to the operation or functionality of the Website for many reasons including reasons outside of our control.  CMS does not warrant or guarantee that any defects or bugs will be corrected.

 

Intellectual Property

CMS owns all right, title and interest in and to the names Contractor Management Services, CMS owns or has all rights to (a) the Website and the domain name, (b) all proprietary and intellectual property on the Website including without limitation, all trade names, taglines, trademarks, service marks, copyrights, and patents, (c) all software, codes, technology, and functionality used for, by, or to enable, the Website and/or the System Resources, (d) all documents, information, manuals, and publications and all updates, new versions and derivatives on or produced by the Website, the System Resources, or CMS in electronic form or hard copy, and (e) all text, designs, graphics, pictures, images, and information on the Website (collectively, the “CMS Content”), all of which is protected by state and federal laws, including, but not limited to, United States copyright laws, patent laws, trademark laws, and international treaties.  The CMS Content may not be used in any manner that is likely to cause confusion including, without limitation, as part of your business, your trademarks, service marks, trademarks, domain names, or email address, or otherwise in connection with your products or services except as expressly permitted in writing by an authorized officer of CMS.

No right, title or interest in any of the CMS Content is transferred to you. CMS retains all of its intellectual property rights in the CMS Content. You may not use, alter, copy, distribute, transmit, appropriate, add to, subtract, from or otherwise modify any CMS Content, except as expressly permitted by these Terms of Use or as otherwise agreed to in writing by an authorized officer of CMS.

 

Changes to Website

CMS reserves the right to modify or terminate the Website or any service provided on or through the Website for any reason, without notice, at any time.  In addition, CMS reserves the right to change these Terms of Use and any other terms, policies or agreements made available on the Website at any time, so please review all terms, policies and agreements frequently.

 

No Warranty

CMS PROVIDES THE WEBSITE AND ALL SYSTEM RESOURCES ON AN “AS IS,” “WHERE IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS AND WITHOUT ANY WARRANTY WHATSOEVER, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. CMS SPECIFICALLY DISCLAIMS, TO THE FULL EXTENT PERMITTED BY LAW, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, COMPLETENESS, TIMELINESS, CORRECTNESS, AND NON-INFRINGEMENT WITH RESPECT TO THE WEBSITE AND THE SYSTEM RESOURCES.  NO STATEMENT WHETHER VERBAL OR IN WRITING OBTAINED BY YOU FROM CMS WILL CREATE ANY WARRANTY.  SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES THEREFORE, IN SUCH STATES ANY IMPLIED WARRANTY IS HEREBY LIMITED IN DURATION TO THE PERIOD REQUIRED BY SUCH APPLICABLE LAW.  YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.

Limitation on Liability

CMS SHALL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DAMAGES WHATSOEVER INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, GENERAL, SPECIAL, PUNITIVE, EXEMPLARY, COMPENSATORY, INCIDENTAL, CONSEQUENTIAL AND/OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, REVENUE, PROFITS, OR USE, OR LOSS OF ANY OTHER ECONOMIC ADVANTAGE), WHETHER IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, RELATED TO, OR IN ANY WAY CONNECTED TO, THE WEBSITE, INCLUDING, WITHOUT LIMITATION, RELIANCE ON, USE OF, IMPROPER USE OF, OR INABILITY TO USE THE WEBSITE, AND/OR ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, WHETHER OR NOT CMS HAS BEEN ADVISED OF SUCH DAMAGES.

YOU ACKNOWLEDGE THAT YOUR SOLE AND EXCLUSIVE REMEDY IS TO CEASE USING THE WEBSITE.  IN THOSE STATES THAT DO NOT ALLOW THE EXCLUSION OF WARRANTIES AND/OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, CMS’ WARRANTIES ARE EXCLUDED AND ITS LIABILITY LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW WHICH SHALL NOT, IN ANY EVENT, EXCEED $100.00.

Indemnification

YOU AGREE TO HOLD HARMLESS, DEFEND AND INDEMNIFY CMS FOR AND FROM ANY AND ALL CLAIMS, ACTIONS, ADMINISTRATIVE PROCEEDINGS, DEMANDS, COSTS, LOSS, LIABILITY, DELAY AND EXPENSE INCLUDING REASONABLE ATTORNEYS’ FEES, MADE BY ANY THIRD PARTY ARISING OR RESULTING FROM (A) YOUR ACTIVITIES, WHETHER OR NOT WITHIN THE SCOPE OF THIS AGREEMENT, (B) YOUR FAILURE TO ABIDE BY THESE TERMS OF USE, (C) YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF A THIRD PARTY, AND (D) YOUR USE OR INABILITY TO USE THE WEBSITE.

Release

YOU RELEASE CMS FOR AND FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE, KNOWN OR UNKNOWN, ARISING FROM, RELATED TO, OR IN CONNECTION WITH, (A) YOUR USE OF THE WEBSITE, (B) THE USE OF THE WEBSITE BY OTHERS, AND (C) YOUR ACTIONS, INACTIONS, AND/OR OMISSIONS AND THOSE OF OTHER END USERS OF THE WEBSITE.

 

Legal Compliance

By using the Website, you agree to comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Website.

 

Severability

If any provision of these Terms of Use is held unenforceable, then such provision will be modified to reflect CMS’ intent and to become enforceable.  All remaining provisions of these Terms of Use shall remain in full force and effect.

 

No Agency

You and CMS are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms of Use.

 

Choice of Law

These Terms of Use shall be interpreted and construed in accordance with the laws of the State of Arizona, excluding its conflicts of laws rules, and the United States of America.

 

Notices

If you have a problem with the Website, then please contact us at 800-742-7508 to report the problem.  Notices to us shall be sent by first class U.S. postal mail to: Contractor Management Services, LLC, Attn. Risk Management, 20430 N 19th Ave Suite 230 Phoenix, Arizona.