TERMS OF USE

Water Cooler Group, LLC
Last Updated: January 8, 2020

1. Acceptance of Terms; Modification of Terms

Water Cooler Group (WCG) LLC, a Delaware limited liability company (“WCG”, “we”, “us”, or “our”), welcomes you our website (the “Website”). These terms of use and all other terms and conditions or documents incorporated by reference herein, including, without limitation, our Privacy Policy (collectively, the “Terms of Use”), constitute a legally binding agreement between you and us with respect to your access and use of the Website. By accessing and using the Website you acknowledge that you have read and understand these Terms of Use, and you are deemed to have accepted, executed and be bound by these Terms of Use. All references to WCG in these Terms of Use shall include all of WCG’s parents, subsidiaries, affiliates, and brands.

We may change or amend these Terms of Use at any time in our sole discretion and we encourage you to check periodically for any such changes or amendments. If we make a material change or amendment to these Terms of Use, we will notify you by posting such changes or amendments on the Website, which changes, or amendments will be effective automatically upon the posting thereof. You agree that all agreements, notices, disclosures and other communications we provide to you may be sent electronically and that such electronic delivery shall satisfy any legal requirement that such communications be in writing.

We may, from time to time, release new versions of the Website, or additional services, functionalities and/or features for the Website, which will automatically be subject to these Terms of Use upon release, and any additional terms of use that may apply to such new versions or additional services, functionalities and/or features.

IF ANY OF THESE TERMS OF USE OR ANY FUTURE CHANGES ARE UNACCEPTABLE TO YOU, DO NOT USE OR CONTINUE TO ACCESS THE WEBSITE. YOUR CONTINUED ACCESS AND/OR USE OF THE WEBSITE FOLLOWING THE POSTING OF ANY NOTICE OF ANY CHANGE TO THESE TERMS OF USE SHALL AUTOMATICALLY CONSTITUTE YOUR UNDERSTANDING OF, AND ACCEPTANCE AND AGREEMENT TO, SUCH CHANGE.

2. Website License

WCG hereby grants you a limited, non-exclusive, revocable, royalty-free, non-transferable, non-assignable, non-sublicensable, right and license to access and use the Website, solely for personal use and as permitted by the services, functionalities and/or features of the Website, subject in all respects to these Terms of Use, and not for redistribution of any kind (the “License”). This License does not include any resale or commercial use of (i) the Website, (ii) any content, materials, information, text, data, copyrights, images, photos, articles, stories, artwork, videos, pictures, graphics, identifying marks, Website pages, software, and other original works of authorship and/or intellectual property incorporated into the Website by or on behalf of Company, and (iii) any trademarks, service marks, logos, designs, and insignia of WCG or any third party companies, products and services used or displayed on the Website or in collateral materials thereto (collectively, “Trademarks”) (items (ii) and (iii) collectively, “Website Content”), which Website Content is and shall remain the sole and exclusive property of WCG (or the applicable third party licensor from whom WCG obtained the right to use such Website Content). You specifically acknowledge and agree that all Trademarks described in item (iii) are registered and unregistered trademarks or service marks of WCG or the applicable third party licensor/owner thereof, and nothing on the Website or in these Terms of Use should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks other than as expressly permitted hereunder, without the prior written permission specific for each such use by WCG or the applicable third party licensor/owner thereof. For the avoidance of doubt, use of any Trademark as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us or the applicable third party licensor/owner thereof in writing. All goodwill generated from the use of the Trademarks inures to the benefit of the applicable owner thereof.

As between you and us, WCG retains all right, title and interest in and to the Website, throughout the world, in perpetuity, including, without limitation, (i) all text, graphics, typefaces, formatting, graphs, designs, editorial content, HTML, look and feel, software, and data, (ii) all business processes, procedures, methods, and techniques used in the Website, (iii) all other materials and content incorporated into the Website, including, without limitation, all Website Content, and (iv) all associated trade secret rights and other intellectual property and proprietary rights recognized anywhere in the world, and the coordination, selection, arrangement and enhancement of such associated trade secret rights and other intellectual property and proprietary rights as a “Collective Work” under the United States Copyright Act, as amended (collectively, “Website IP”), and nothing contained herein shall be construed as creating or granting you any right, title or interest in and to such Website IP other than the express license granted therein pursuant to these Terms of Use. Website IP is protected in all forms, media and technologies now known or hereinafter developed as well as by the domestic and international laws of copyright, trademarks, patents, and other proprietary rights and laws.

Violation of this License may result in infringement of intellectual property and contractual rights of WCG or other third parties, which is prohibited by law and could result in substantial civil and criminal penalties.

3. Third-Party Communications and Third-party Content

The Website includes embedded third-party content and links (such as hyperlinks) to third party websites, products and services that are not owned or controlled by WCG (collectively, “Third Party Content”). WCG does not control any such Third Party Content and is not responsible for (i) the availability or accuracy of any such Third Party Content or (ii) any content, advertising, or products or services displayed or sold on or through such Third Party Content (as applicable). Inclusion of any Third Party Content on the Website does not constitute or indicate WCG’s endorsement thereof and WCG shall not be liable or responsible for any Third Party Content transmitted on or through the Website. You shall be subject to any additional terms and conditions of use, guidelines, rules, privacy policies, and other practices applicable to any Third Party Content that you access or use through the Website (collectively, “Third Party Terms”). All such Third Party Terms are hereby incorporated by reference into these Terms of Use. You acknowledge and agree that we will not and cannot censor or edit any Third Party Content and that you shall assume the sole responsibility for, and risk associated with your use and/or access of, or interaction with, Third Party Content, including compliance with any applicable Third Party Terms associated therewith. Accordingly, Company encourages you to be aware when you leave the Website and to read the Third Party Terms associated with any such Third Party Content.

By using the Website, you expressly relieve and hold WCG harmless from any and all liability arising from your use of any Third Party Content, including any loss or damage incurred as a result of any dealings between you and any third parties, or as the result of the presence of such Third Party Content on the Website or the failure of such Third Party Content to function as intended. It is your responsibility to evaluate the content and usefulness of the information obtained from third parties.

4. Prohibited Conduct; Limitations on Website Use; Unlawful Activity

The Website and Website Content may not be used, modified, reproduced, duplicated, copied, published, distributed, downloaded, sold, resold, transformed, redesigned, reconfigured, retransmitted, or otherwise exploited by you for any purpose except as facilitated by the tools, products, services, functionalities and/or features of the Website, or without the express prior written consent of WCG and/or the applicable third-party owner thereof, in each instance.

Without limiting the foregoing, while accessing the Website, you may not conduct any of the following activities:

Use information learned from the Website to otherwise defame, abuse, harass, stalk, threaten, bully, intimidate or mislead, or otherwise violate the legal rights of WCG or its employees outside of the Website.
Submit any text, information, or content through the contact form on the Website to abuse, harass, stalk, threaten, bully or otherwise intimidate WCG or its employees.
Reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Website or any part thereof.
Modify, adapt, translate or create derivative works based upon the Website or any part thereof.
Use a robot, spider, manual and/or automatic processes, or devices to data-mine, data-crawl, scrape or index the Website in any manner.
Adapt, alter, license, sublicense or translate the Website for your own personal or commercial use.
Interfere with or damage operation of the Website by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code.
Attempt to indicate in any manner that you have a relationship with us or that we have endorsed you or any products or services for any purpose.
Use the Website for any purpose in violation of applicable local, state, national, or international law or regulation, including, without limitation, laws governing intellectual property and other proprietary rights, data protection and privacy.
Use the Website in a manner which is false or misleading (directly or by omission or failure to update information) or for the purpose of accessing or otherwise obtaining WCG’s trade secret information for public disclosure or other purposes.
Use, transfer, distribute or dispose of Website IP in any manner that could compete with the business of WCG.
Cause or induce any third-party to engage in the restricted activities above.

The License granted to you in these Terms of Use terminates automatically upon any unauthorized use of the Website and WCG will take appropriate investigative and legal action for any illegal or unauthorized use of the Website. You acknowledge that violation of any of the above restrictions may subject you to third-party claims and none of the rights granted to you in these Terms of Use may be raised as a defense against any third-party claims arising from any such violation.

5. Unlawful Activity; Suspension and/or Termination of Website Access

We reserve the right to take any action we deem appropriate in connection with your violation of these Terms of Use, including, but not limited to, reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to your usage history, IP addresses, and traffic information.

You may terminate these Terms of Use at any time by ceasing all use of the Website. Notwithstanding the foregoing, all sections of these Terms of Use which by their nature should survive the expiration or termination shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of these Terms of Use.

6. Representations and Warranties.

You represent and warrant that that: (i) you have the right, authority and capacity to enter into, and to be bound by, these Terms of Use and to abide by the terms and conditions of these Terms of Use, and that you will so abide.

The Website is available only to persons (i) who are eighteen (18) years or older (or any greater age required to be deemed to have reached the age of majority under the applicable law of the state or jurisdiction of such person’s primary residence) or (ii) thirteen (13) to seventeen (17) years of age (or any greater age that would still be under the age required to be deemed to have reached the age of majority under the applicable law of the state or jurisdiction of such person’s primary residence) who access and use the Website with parental/legal guardian permission. BY ACCESSING AND USING THE WEBSITE, YOU REPRESENT AND WARRANT THAT YOU ARE (I) AT LEAST EIGHTEEN (18) YEARS OLD (or any greater age required to be deemed to have reached the age of majority under the applicable law of the state or jurisdiction of your primary residence) and are fully able and competent to enter into these terms of use, or (II) AT LEAST THIRTEEN (13) YEARS OLD AND HAVE PERMISSION FROM YOUR PARENT OR LEGAL GUARDIAN PRIOR TO ACCESSING AND USING THE WEBSITE, AND YOUR PARENT OR GUARDIAN AGREES TO THESE TERMS OF SERVICE.

7. Disclaimer of Warranties

YOUR USE OF THE WEBSITE IS ENTIRELY AT YOUR OWN RISK. THE WEBSITE IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WCG MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY, CURRENTESS, COMPLETENESS OR RELIABILITY OF ANY WEBSITE CONTENT PROVIDED THROUGH THE WEBSITE OR THIRD-PARTY CONTENT LINKED TO THE WEBSITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF WEBSITE CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN.

WITHOUT LIMITING THE FOREGOING, NEITHER WCG NOR ITS AFFILIATES OR LICENSORS WARRANT THAT ACCESS TO THE WEBSITE WILL BE UNINTERRUPTED OR THAT THE WEBSITE WILL BE ERROR-FREE, or that defects will be corrected or that it will always be accessible; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE, OR AS TO THE TIMELINESS, ACCURACY, RELIABILITY, COMPLETENESS OR CONTENT OF ANY WEBSITE CONTENT, INFORMATION OR MATERIALS PROVIDED THROUGH OR IN CONNECTION WITH THE USE OF THE WEBSITE. NEITHER WCG NOR ITS AFFILIATES OR LICENSORS WARRANT THAT THE WEBSITE IS FREE FROM VIRUSES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS. WCG AND ITS AFFILIATES AND LICENSORS CANNOT AND DO NOT GUARANTEE THAT ANY PERSONAL INFORMATION SUPPLIED BY YOU WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS.

8. Limitations of Liability; Class Action Waiver

YOU ACKNOWLEDGE AND AGREE THAT WCG IS ONLY WILLING TO PROVIDE THE WEBSITE IF YOU AGREE TO CERTAIN LIMITATIONS OF OUR LIABILITY TO YOU AND THIRD PARTIES. THEREFORE, YOU AGREE NOT TO HOLD WCG, ITS PARENTS, SUBSIDIARIES, AFFILIATES, LICENSORS, CLIENTS, VENDORS OR OTHER CONTRACTING PARTIES OR ANY OF SUCH PARTIES’ RESPECTIVE AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, MANAGERS, MEMBERS, VENDORS, THIRD-PARTY LICENSORS, CORPORATE PARTNERS, PARTICIPANTS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, “WCG PARTIES”) LIABLE FOR ANY DAMAGE, SUITS, CLAIMS, AND/OR CONTROVERSIES (COLLECTIVELY, “LIABILITIES”) THAT HAVE ARISEN OR MAY ARISE, WHETHER KNOWN OR UNKNOWN, RELATING TO YOUR USE OF OR INABILITY TO USE THE WEBSITE, INCLUDING WITHOUT LIMITATION ANY LIABILITIES ARISING IN CONNECTION WITH ANY PRODUCTS OR SERVICES PROVIDED BY ANY WCG PARTY.

YOU ACKNOWLEDGE THAT ALTHOUGH THE WEBSITE, ANY WEBSITE CONTENT CONTAINED THEREIN (E.G., SAMPLE CLIENT CASE SUMMARIES), AND OTHER COLLATERAL MATERIALS PROVIDED BY WCG IN CONNECTION WITH ITS PRODUCTS AND SERVICES CAN BE USED AS AIDS TO MAKE INFORMED DECISIONS. YOU FURTHER ACKNOWLEDGE THAT THE WEBSITE, THE WEBSITE CONTENT CONTAINED THEREIN, AND ALL OTHER SUCH MATERIALS ARE SOLELY EDUCATIONAL AND INFORMATIONAL IN NATURE AND ARE NOT MEANT TO BE SUBSTITUTES FOR LEGAL OR BUSINESS ADVICE OR EXERCISE OF YOUR OWN JUDGMENT. ANY SUCH DECISIONS OR JUDGMENTS ARE MADE AT YOUR SOLE DISCRETION AND ELECTION.

UNDER NO CIRCUMSTANCES WILL ANY WCG PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE WEBSITE, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT ANY WCG PARTY IS LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED ONE HUNDRED U.S. DOLLARS ($100.00).

YOU AND WCG AGREE THAT ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS, AND THAT NEITHER YOU NOR WCG WILL SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, A REPRESENTATIVE ACTION, A COLLECTIVE ACTION, A PRIVATE ATTORNEY-GENERAL ACTION, OR IN ANY PROCEEDING IN WHICH YOU OR WCG ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY. YOU AND WCG FURTHER AGREE THAT NO PROCEEDING WILL BE JOINED, CONSOLIDATED, OR COMBINED WITH ANOTHER PROCEEDING WITHOUT THE PRIOR WRITTEN CONSENT OF YOU, WCG, AND ALL PARTIES TO ANY SUCH PROCEEDING.

9. Indemnification

You hereby agree to indemnify, defend and hold harmless, the WCG Parties, from and against any and all losses, liabilities, damages, costs or expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with any claim, action, or proceeding brought by a third-party based on: (i) your use of, or inability to use, the Website; (ii) any breach of any representation, warranty, covenant or obligation of yours under these Terms of Use; (iii) your violation of any applicable law or regulation; or (iv) your violation of any third-party right, including, but not limited to, any intellectual property right. WCG shall promptly notify you of any such claim, and you shall assume control of the defense of such claim upon WCG’s request. WCG reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to your indemnification. You will not, in any event, settle any claim or matter without the written consent of WCG.

10. Website Access Requirements; Updates and Maintenance

It is your responsibility to ensure that your computer or mobile device complies with the requirements for accessibility, including a compatible web browser and internet or wireless network connection. Your use of the Website may vary in functionality, availability and quality depending on the type of the device and the operating system that you use and WCG accepts no responsibility for any lack of functionality that is due to your equipment (including your device, internet connection, operating system or settings and software).

It is your responsibility to pay for all costs and expenses that you may incur while using the Website (including, but not limited to, all telephone call or line charges or Internet data service access charges).

Your access to the Website may be interfered with by numerous factors outside of WCG’s control including, but not limited to, telecommunications and/or wireless network service disruptions, computer or mobile device viruses and bugs, tampering, unauthorized intervention, fraud, technical failures, and server, equipment or software defects. WCG is not responsible and will have no liability for any failures of the Internet or any data or telecommunications equipment, system or network used in connection with the Website.

WCG may in the future update the Website for repair or maintenance purposes or to change any tools, products, services, functionalities, or features thereof (an “Update”). WCG shall not be liable to you in any way as a result of any temporary or permanent suspension of the Website or any tools, products, services, functionalities, or features thereof arising from or in connection with an Update. Furthermore, WCG is under no obligation to undergo an Update of the Website to the extent any Website Content and/or other tool, product, service, functionality, or feature thereof is out of date. The terms of the License granted to you hereunder shall apply in full to any Update. Following an Update, you may not be able to use the Website until you have downloaded the latest version and accepted any new terms.

11. Privacy

Your privacy is very important to us. To understand our practices, please review our Privacy Policy available at www.watercoolergroup.biz/privacy-policy , which is incorporated by reference into these Terms of Use and also governs your use of the Website.

12. Governing Law and Jurisdiction; Disputes

The Terms of Use are governed by and construed in accordance with the internal laws of the State of Connecticut, without reference to principles of conflicts of laws, and any action arising out of or relating to these Terms of Use shall be filed only in the state or federal courts located in Fairfield County, Connecticut and you hereby consent and submit to the exclusive personal jurisdiction and venue of such courts for the purpose of litigating any such action.

You agree that regardless of any applicable statute or law to the contrary, any claim or cause of action arising out of or related to your use of the Website or these Terms of Use must be filed within one (1) year after such claim or cause of action arose or be forever and fully barred.

13. Assignments

WCG may freely assign, sub-contract and/or otherwise transfer any or all of its rights and/or obligations under these Terms of Use to any WCG, firm or person. You may not transfer your rights or obligations under these Terms of Use to anyone else.

14. Waiver and Severability of Terms; Entire Agreement

Failure by WCG to enforce any provision(s) of these Terms of Use will not be construed as a waiver of any provision or right. If any provision of these Terms of Use is deemed unlawful, void or unenforceable by a court of law exercising proper jurisdiction, that provision shall be deemed severed from the remaining provisions and shall not affect their validity and enforceability. These Terms of Use incorporate by reference any notices contained on the Website and the Privacy Policy and constitute the entire agreement with respect to access to and use of the Website and Website Content.

15. Open Source Software

The Website contains certain open source software. Each item of open source software is subject to its own applicable license terms.

16. Feedback

If you choose to correspond with us or our employees in any manner with respect to the Website, including any Website Content, or any ideas for products, services, features, modifications, enhancements, content, refinements, promotions, or strategies, or product/feature names (collectively, “Feedback”), then regardless of what your accompanying communication may say, the following terms will apply, so that future misunderstandings can be avoided. Accordingly, by sending us Feedback, you agree that: (i) WCG has no obligation to review, consider, or implement your Feedback, or to return to you all or part of any Feedback for any reason; (ii) Feedback is provided on a non-confidential basis, and WCG is not under any obligation to keep any Feedback you send confidential or to refrain from using or disclosing it in any way; and (iii) you irrevocably grant WCG a perpetual and unlimited permission to reproduce, distribute, create derivative works of, modify, publicly perform (including on a through-to-the-audience basis), communicate to the public, make available, publicly display, and otherwise use and exploit the Feedback and derivatives thereof for any purpose and without restriction, free of charge and without attribution of any kind, including by making, using, selling, offering for sale, importing, and promoting commercial products and services that incorporate or embody Feedback, whether in whole or in part, and whether as provided or as modified.

17. Contact

General questions or comments about the Website or these Terms of Use should be sent either by mail to Water Cooler Group LLC, 99 Washington Street, Norwalk, CT 06854, Attn: Website, or through the contact form available on the Website.