Effective: May 2024
Scope. These terms of use (“Terms”) apply to your use of the websites and mobile- and web-based software applications operated by NAVEX Global, Inc. and its subsidiaries and affiliates (collectively, “NAVEX”) that link to the Terms (collectively, the “Site”). By using the Site, you irrevocably agree to the Terms then in effect. NAVEX may revise the Terms at any time. You should periodically review these Terms to understand the terms that govern your access to the Site.
If you are using the Site as an administrative user accessing a NAVEX software application on behalf of a NAVEX customer, the terms of the services agreement governing NAVEX’s provision of services to that customer shall control over these Terms, to the extent they conflict.
Privacy. Our Privacy Statement applies to your use of the Site. It describes the collection and use of personal information on the Site and is incorporated in the Terms by this reference. Information on the Site’s use of cookies is available in the NAVEX Cookie Statement.
Intended Users. The Site is intended for use by individuals of the legal age of majority, whether acting in their individual capacity or on behalf of a legal entity. By accessing the Site, you affirm that you are at least the legal age of majority in the jurisdiction in which you reside.
Use of the Site. The Site and all information, artwork, text, video, audio, pictures, training materials, webinars, whitepapers, videos, graphics, features, functionality, design elements, documentation, services, and other content appearing on the Site (collectively, “Content”) are the sole and exclusive property of NAVEX or its licensors. NAVEX and its licensors retain all right, title, and interest (including all copyright, trademark, and other proprietary rights) in the Site and the Content, and no license is granted to you except as otherwise expressly stated in these Terms.
Certain Content is provided for informational purposes, including articles, benchmark reports, webinars, whitepapers, case studies, data sheets, sample policies, checklists, blog posts, and similar resources (collectively, “Educational Materials”). You may use the Educational Materials for personal, non-commercial, and informational purposes, provided you (i) keep intact all copyright, trademark, and other proprietary notices and authorship attributions on the Educational Materials; (ii) do not modify or use the Educational Materials for any other purpose without NAVEX’s express written consent; and (iii) do not broadly reproduce, republish, display, post, make available, transmit, or distribute the Educational Materials.
No Legal Advice. NAVEX provides the Educational Materials for informational purposes only. NAVEX does not provide legal advice or opinions, nor should any Educational Materials be understood or construed as such. Consult your legal counsel to understand any legal compliance obligations applicable to you or your organization.
Site Modification and Discontinuing Use. We may modify the Site at any time, with or without notice to you. You may discontinue your use of the Site at any time. These Terms will continue to apply to your past use of the Site.
No Unlawful or Prohibited Use. As a condition of your use of the Site, you may not, and you represent and warrant that you will not, use the Site for any purpose that is unlawful, infringes or violates any third party’s rights, is prohibited by these Terms, or interferes with the Site or its operation in any way. NAVEX reserves the right to investigate your use of the Site. If we determine that you have violated these Terms, we may prohibit you from using the Site and take appropriate legal action.
Third Party Links. The Site may contain links to third-party websites (“**Linked Site(s)**”). NAVEX does not control or endorse and shall not be responsible for any goods or services advertised, sold, or available on any Linked Site. NAVEX disclaims all liability, direct or indirect, for any loss or damage caused to you in connection with your use of any Linked Site. Your access and use of any Linked Site is subject to the terms of use or other agreements applicable to those Linked Sites; these Terms do not apply to Linked Sites.
Disclaimer of Warranties. THE SITE AND THE CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY LAW, NAVEX DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR PERFORMANCE. NAVEX DOES NOT REPRESENT OR WARRANT THAT (i) THE SITE WILL BE SECURE; (ii) YOUR ACTIVITIES ON THE SITE WILL NOT BE INTERCEPTED; (iii) THE CAPABILITIES OFFERED ON THE SITE WILL BE UNINTERRUPTED, FREE FROM ERRORS OR DEFECTS, OR THAT ANY SUCH ERRORS OR DEFECTS WILL BE CORRECTED; (iv) THE SITE AND THE SERVERS THAT MAKE THE SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (v) THAT THE SITE AND THE CONTENT ARE ACCURATE, COMPLETE, CURRENT, OR WILL BE UPDATED.
Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL NAVEX BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, OR ANY OTHER DAMAGES, INCLUDING DAMAGES FOR LOSS OF USE, DATA, OR PROFITS, EVEN IF NAVEX HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION UNDER CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, EQUITY, OR ANY OTHER THEORY, ARISING OUT OF OR IN CONNECTION WITH THE USE, INABILITY TO USE, DELAY, OR PERFORMANCE OF THE SITE OR THE CONTENT. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, THE CONTENT, OR ANY OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE AND THE CONTENT.
Indemnification and Release. Upon request by NAVEX, you agree to defend and indemnify NAVEX and its officers, directors, employees, agents, parent companies, successors, and assigns (collectively, “NAVEX Indemnitees”) from and against any and all claims, causes of action, demands, losses, liabilities, and costs (including reasonable attorneys’ fees) arising out of or relating to your use of the Site or the Content in violation of these Terms, applicable law, or third-party rights.
You, for yourself and on behalf of your heirs, estate, insurers, successors, and assigns, hereby fully and forever release and discharge the NAVEX Indemnitees from any and all claims or causes of action you may have for damages relating in any way to your use of the Site or the Content.
Liquidated Damages. If applicable law does not permit limitation or exclusion of a particular liability, warranty, or remedy, NAVEX’s total liability to you shall not exceed one hundred U.S. dollars ($100.00 USD) for any damages, harm, or loss, whether based in contract, tort, negligence, strict liability, equity, or any other theory of liability.
Governing Law; Statute of Limitations. Your use of the Site and the Content is governed in all respects by the substantive and procedural rules of Delaware and the United States, without regard to conflict of law principles. Any cause of action or claim you may have regarding the Site or any Content must be commenced within one (1) year of when the cause of action or claim first arose.
Copyright Agent. Notification of alleged copyright infringement by the Site or any Content should be sent to legalnotice@navex.com, Attn: Copyright Agent. Please include in such notification all the information required by 17 U.S.C. § 512(c)(3)(A).
Entire Agreement; Severability. These Terms, including our Privacy Statement, comprise the entire agreement and understanding regarding your use of the Site and the Content. Except as otherwise stated herein, the Terms supersede all prior or contemporaneous agreements or understandings, whether oral or written, regarding your use of the Site and the Content. If any part of these Terms is found to be void or unenforceable, such part will be limited or eliminated to the minimum extent necessary so that the remainder of the part and these Terms shall continue in force and effect to the maximum extent possible.