Terms & Conditions

Consensus Customer Hub Terms of Use

Effective Date: 28^th August 2024

This Consensus Customer Hub Terms of Use Agreement (hereafter referred to as the “Agreement” or “Terms”) is entered into between Consensus Sales, LLC (“Consensus”, “us”, “our”, “we”) and you (“You”, “Your”), and sets forth the terms and conditions that govern Your participation in the Customer Hub.

1. ACCESS TO THE CUSTOMER HUB.

1.1 General. These Terms of Use (“Terms”) govern Your use of the Customer Hub service (“Service”). You may use the Service only if You comply with these Terms, all applicable laws, and Our policies (“Policies”) and Your use of the Service constitutes your agreement to these terms. Any violation of Our Terms, applicable laws, or Policies may result in Your access to all or part of the Service being suspended, disabled, or terminated. When You use certain features or functionality, You must provide us with accurate and complete information, and You agree to update Your information to keep it accurate and complete. 

1.2 License. Subject to these Terms and Our Policies, we grant You a limited, personal, non-exclusive, non-transferable, and revocable license right to use the Service. The rights granted herein are only for Your personal, non-commercial use, unless You obtain Our written permission otherwise. You also agree that You will create, access, and/or use only one user account,  unless expressly permitted by us, and You will not share access to Your account or access information for Your account with any third  party. Using the Service does not give You ownership of or any intellectual property rights in Our Service, the content You access, or the results of Your activity. 

2. RESPONSIBILITIES AND RESTRICTIONS.

2.1 General Responsibilities. You are prohibited from: (i) sharing your password, letting anyone besides yourself access your  account, or doing anything that might put your account at risk, (ii) attempting to access any other user’s account, (iii) accessing,  tampering with, or using non-public areas of Our systems, unless specifically authorized to do so, (iv) breaking or circumventing Our  authentication or security measures or otherwise testing the vulnerability of Our systems or networks, unless specifically authorized to  do so. You are responsible for (a) obtaining all necessary consents in respect to the User Content (defined below), including the right to transfer such User Content to Us; (b) using the Service only in accordance with applicable laws and government regulations (including any privacy, intellectual property, consumer, child protection, obscenity or defamation laws); and (c) using reasonable efforts to prevent unauthorized access to, or use of, the Service; and, (d) notifying Us promptly upon becoming aware of any such unauthorized access or use.

2.2 General Restrictions. You will not, and will not permit any third party acting under Your direction or on Your behalf to: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Service or data related to the Service; (b) modify, translate, or create derivative works based on the Service; (c) use the Service for timesharing or service bureau purposes or for any purpose other than as permitted in this Agreement; (d) permit any third party to access the Service except as permitted herein; (e) copy, frame or mirror any content forming part of the Service, other than on Your own intranets or otherwise; (f) remove any title, trademark, copyright and/or restricted rights notices or labels from the Service; (g) access the Service in order to (i) build a competitive product or service or (ii) copy any ideas, features, functions or graphics of the Service; (i) configure the Service to collect any Prohibited Data (defined below) (or otherwise transmit any Prohibited Data to Us) without Our prior written consent (which consent may be withheld by Consensus at its sole discretion); (h) upload or otherwise transmit through the Service any material which violates or infringes in any way upon the rights of others, which is unlawful, which encourages conduct that would constitute a criminal offense, or gives rise to civil liability or otherwise violates any law, (i) use the Service to store or transmit viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs, (j) interfere with or disrupt the integrity or performance of the Service or third-party data contained therein; (k) attempt to gain unauthorized access to the Service or their related systems or networks; and (l) use or launch any automated system that accesses the Service in a manner that may reasonably be expected to cause a denial of service attack against any internet infrastructure provider involved in the delivery of the Service.

“Prohibited Data” means information or data that (a) constitutes “Protected Health Information” or “Electronic PHI” (as each such term is defined in the Privacy, Security, Breach Notification, Transactions, and Enforcement Rules at 45 CFR Parts 160, 162 and 164, as amended) or “nonpublic personal information” (as defined under Title V of the Financial Services Modernization Act of 1999, as amended (the “Gramm-Leach-Bliley Act”), (b) is subject to the Payment Card Information Data Security Standards, (c) constitutes a special category of data according to Art. 9 European General Data Protection Regulation, as amended (N°2016/679, “GDPR”) (including any data identified as “sensitive data” pursuant to the Standard Contractual Clauses (as such term is defined in the DPA referred to below)), (d) is (or directly or indirectly supports activities that are) unlawful, racist, hateful, abusive, libelous, obscene, or discriminatory, (e) contains viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs, or (f) You do not have the legal right to transfer to Us, in the case of each of clauses (a) – (c), as may be amended, superseded or replaced.

3. YOUR CONTENT.

3.1 User Content. The Service enables You to share your content, such as advice, documents, images, videos, and other forms of content (“User Content”), with Consensus and/or other third-parties. You retain all intellectual property rights in, and are responsible for, the User Content You create and share (see below). User Content does not include content originating from Consensus and other people or organizations working with or for Consensus. (“Content Providers”) or other materials made available on or placed on to the Consensus platform or the Service by or on behalf of Content Providers or using the Service.

3.2 How Consensus and Others May Use User Content. To the extent that You provide User Content, You grant Consensus a fully transferable, royalty free, perpetual, sublicensable, non-exclusive, worldwide license to copy, distribute, modify, create derivative works based on, publicly perform, publicly display, and otherwise use the User Content. This license includes granting Consensus the right to authorize Content Providers to use User Content with other users of the Service. Nothing in these Terms shall restrict other legal rights Consensus may have to User Content, for example under other licenses. 

3.3 Removal. We reserve the right to remove or modify User Content for any reason, including User Content that we believe violates these Terms or other policies. 

3.4 Compliance With Applicable Laws. You are exclusively responsible for: (i) for obtaining all necessary consent and permissions for submission of User Content to Us and/or the Service; (ii) for the accuracy, quality and legality of User Content; and, (iii) that User Content complies in all respects with applicable data privacy and protection regulations. You shall ensure that You are entitled to transfer the relevant User Content to Consensus so that Consensus and its service providers may lawfully use, process, and transfer the User Content in accordance with this Agreement on your behalf.  

4. THIRD PARTY CONTENT.

Through the Service, You will have the ability to access and/or use content provided by other users, and/or other third parties and links to websites and services maintained by third parties. Consensus cannot guarantee that such third-party content, in the Service or elsewhere, will be free of material You may find objectionable or otherwise inappropriate or of malware or other contaminants that may harm your computer, mobile device, or any files therein. Consensus disclaims any responsibility or liability related to your access or use of, or inability to access or use, such third-party content. 

5. MODIFYING OR TERMINATING OUR SERVICES.

We are constantly changing and improving the Service. We may add or remove functions, features, or requirements, and we may suspend or stop part of the Service altogether. Accordingly, Consensus may terminate your use of the Service for any reason. We may not be able to deliver the Service to certain regions or countries for various reasons, including due to applicable export control requirements or internet access limitations and restrictions from governments. None of Consensus, its Content Providers, its contributors, sponsors, and other business partners, and their employees, contractors, and other agents (the “Consensus Parties”) shall have any liability to You for any such action. You can stop using the Service at any time. 

6. EXPORT CONTROLS.

6.1 You warrant that You are not located in, or ordinarily reside in, any country that is subject to applicable U.S. laws and regulations preventing Consensus from providing You access to the Service. Your location is determined by your physical location. Use of a virtual private network service, IP routing services, or other similar service for the purpose of circumventing these laws is strictly prohibited. 

6.2 You warrant that You are not named on any government prohibited, denied, unverified party, sanctions, debarment, or exclusion list or export controlled related restricted party list (collectively, “Sanctions Lists”). You will immediately discontinue your use of the Service if You are placed on any Sanctions List. You also warrant that You will not export, re-export, or transfer the Service to an entity on any Sanctions List or otherwise use the services in a manner that would be in violation of applicable laws. 

6.3 Notwithstanding anything to the contrary in these Terms, Consensus may terminate any further obligations to you, effectively immediately if You are in breach of the obligations in this section. 

7. FEEDBACK.

If You send Consensus any feedback, ideas, or suggestions regarding the Service, Consensus’s products, or Consensus services (“Feedback”), such Feedback will be the exclusive property of Consensus, and Consensus may use it for any purpose. To the extent You own any rights in the Feedback, You agree to assign and hereby do assign to Consensus all right, title and interest in and to the Feedback, and You acknowledge and agree that Consensus is under no obligation to compensate or credit You for such assignment. You agree to perform all acts reasonably requested by Consensus to perfect and enforce such rights; provided, however, that Consensus will reimburse You for direct out-of-pocket costs incurred in complying with Our requests. 

8. TERM AND TERMINATION. 

This Agreement will continue until terminated by Consensus. We may terminate this agreement upon five (5) days written notice if Consensus has reasonable evidence You are in breach of any of the Terms. Consensus may terminate the agreement immediately, without notice to You, if You are in breach of Section 2 or we have reasonable evidence You are in breach of any restriction found in the Terms which, in Consensus’ sole discretion, presents an immediate risk to Consensus, other Users, or to the integrity or performance of the Service.

9. EFFECT OF TERMINATION. 

Upon any termination of this Agreement, all rights and licenses granted to You pursuant to this Agreement shall immediately terminate. Any and all provisions of this Agreement that by their express terms or nature and context are intended to survive termination or expiration of this Agreement shall survive termination or expiration of this Agreement. 

10. CONFIDENTIAL INFORMATION.

10.1 Confidentiality. “Confidential Information” means information and/or materials provided by one party (“Discloser”) to the other party (“Recipient”), which are identified as confidential at the time of disclosure or, under the circumstances of disclosure, a reasonable person would understand to be confidential. The following information shall be considered Confidential Information whether or not marked  or identified as such: this Agreement, the Academy, a party’s pricing, product roadmap, product plans, or strategic marketing plans, algorithms, business plans, customer lists, designs documents, drawings, engineering information, financial analysis, forecasts, formulas,  hardware configuration information, know-how, ideas, inventions, market information, processes, products, research, specifications,  software, source code, trade secrets or any other non-public information relating to Consensus products or services including the 

10.2 Consensus product documentation. Recipient may disclose Discloser’s Confidential Information only to Recipient’s affiliates, employees, officers, directors, advisors or contractors who need to know such Confidential Information and who are under a duty of confidentiality no less restrictive than Recipient’s duty hereunder. User Content are not Confidential Information. 

10.3 Exclusions. “Confidential Information” does not include information that; (i) Is independently developed by or for the Recipient  without access or reference to, or use of, Confidential Information; (ii) Is lawfully received free of restriction from another source having  the right to furnish such information; (iii) Is or becomes lawfully in the public domain other than through a breach of this Agreement; (iv)  Was known by the Recipient prior to disclosure; (v) Discloser agrees in writing is free of such restrictions; or (f) is generally disclosed by  the Discloser to third parties without a duty of confidentiality. 

10.4 Duties Regarding Confidential Information. At all times during and after the term of this Agreement, Recipient shall: (i) Keep Discloser’s Confidential Information confidential and not disclose Discloser’s Confidential Information to a third party without the Discloser’s written consent or as expressly permitted in this Agreement; and (ii) Not use the Confidential Information for purposes other than the performance of this Agreement. Where disclosure is required by law, such disclosure shall not constitute a breach of this Agreement provided Recipient gives Discloser reasonable advance notice (if legally permissible) to enable Discloser to seek appropriate protection of the Confidential Information and discloses only that portion of the Confidential Information that the Recipient is legally compelled or is otherwise legally required to disclose. Any prior non-disclosure agreement executed among the parties is terminated in favor of these confidentiality terms. 

10.5 Unauthorized Disclosures. The parties agree that Recipient’s threatened or actual unauthorized disclosures of Confidential Information may result in irreparable injury for which a remedy in money damages may be inadequate. The parties therefore agree the Discloser may be entitled to seek an injunction to prevent a breach or threatened breach of this Section without posting a bond. Any such injunction shall be additional to other remedies available to Discloser at law or in equity.  

11. DISCLAIMER.  

CONSENSUS SERVICE DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE AND ALL INCLUDED CONTENT ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. THE CONSENSUS PARTIES SPECIFICALLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. THE CONSENSUS PARTIES FURTHER DISCLAIM ANY AND ALL LIABILITY RELATED TO YOUR ACCESS OR USE OF THE SERVICE OR ANY RELATED CONTENT. YOU ACKNOWLEDGE AND AGREE THAT ANY ACCESS TO OR USE OF THE SERVICES OR SUCH CONTENT IS AT YOUR OWN RISK. 

12. LIMITATION OF LIABILITY AND DISCLAIMER OF DAMAGES.

12.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE CONSENSUS PARTIES SHALL NOT BE LIABLE FOR  ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR  REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER  INTANGIBLE LOSSES, RESULTING FROM: (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE  SERVICE; (B) ANY CONDUCT OR CONTENT OF ANY PARTY OTHER THAN THE APPLICABLE CONSENSUS  PARTY, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT; OR (C) UNAUTHORIZED  ACCESS, USE, OR ALTERATION OF YOUR CONTENT OR INFORMATION. IN NO EVENT SHALL CONSENSUS’ AGGREGATE LIABILITY FOR ALL CLAIMS RELATED TO THE SERVICE EXCEED TWENTY U.S. DOLLARS ($20).

12.2 YOU ACKNOWLEDGE AND AGREE THAT THE DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH IN THIS TERMS OF USE REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND THE CONSENSUS PARTIES, AND THAT THESE LIMITATIONS ARE AN ESSENTIAL BASIS TO CONSENSUS’ ABILITY TO MAKE THE SERVICES AVAILABLE TO YOU ON AN ECONOMICALLY FEASIBLE BASIS. 

12.3 YOU AGREE THAT ANY CAUSE OF ACTION RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. 

13. INDEMNIFICATION.

You shall indemnify, defend and hold Consensus, its affiliates, and its and their respective officers,  directors, employees and contractors harmless from and against any and all claims, losses, liabilities, damages, costs and expenses,  including reasonable attorney’s fees, arising out of, relating to, or caused by: (a) Your misuse of  Documentation or Consensus Marks, (b) Your violation of the Terms, (c) Your use or attempted or actual use of the Service  in violation of these Terms; (d) Your violation of any law or rights of any third party; or (e) Your User Content, including without limitation  any claim of infringement or misappropriation of intellectual property or other proprietary rights. 

14. CHANGES TO THIS AGREEMENT.

Consensus may modify this Agreement from time-to-time, effective upon posting at https://goconsensus.com/consensus-customer-hub-terms You may be required to click through, or otherwise indicated You consent to the modified Agreement to show Your acceptance, provided, however, that Your continued use of the Service after the modification constitutes Your acceptance to the  modifications. If You do not agree to the modified Agreement or Academy, Your sole and exclusive remedy is to cease use of the Service. 

15. PRIVACY.  

Personal Data Collection and Processing Consensus collects and processes your personal information and personal data so that it may provide the Services. Please read our privacy notice available https://goconsensus.com/privacy-policy to understand how and why we do this, how Consensus protects your personal information and personal data and who we share it with.

16. ASSIGNMENT.

You may not transfer, lease, sublicense, or assign any of Your rights or delegate Your obligations under this Agreement, whether by operation of law or otherwise. Consensus may assign this Agreement in its entirety (including all terms and conditions incorporated herein by reference), without Your consent, at any time. Any attempted transfer or assignment in violation of the provisions of this Section shall be null and void. 

17. NO PARTNERSHIP/JOINT VENTURE/AGENCY.

You acknowledge that nothing herein shall be construed as creating a partnership, agency, employment, or any form of joint enterprise based on this Agreement.

18. MISCELLANEOUS.

No failure or delay by Consensus in exercising any right under this Agreement shall constitute a waiver of that right. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be considered modified and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in full effect. There are no third-party beneficiaries to this Agreement. 

19. NOTICES.

All notices to Consensus under this Agreement will be in writing addressed to Consensus at the address below and will be deemed to have been duly given: (i) When received, if personally delivered; (ii) The day after it is sent, if sent for next day delivery by recognized overnight delivery service; or (iii) Upon receipt, if sent by certified or registered mail. Consensus may provide notice to the email or physical address You provide during registration. 

8735 Dunwoody Pl, #5052, Atlanta, GA 30350 With a copy to: legal@goconsensus.com 

20. ENTIRE AGREEMENT.

This Agreement is the parties’ entire agreement and supersedes any prior or contemporaneous agreements relating to the Service. For the avoidance of doubt, Consensus’s third-party service providers may require that You agree to additional terms and conditions outside of the scope of this Agreement. You are solely responsible for complying with any such terms and conditions.

21. GOVERNING LAW AND JURISDICTION.

This Agreement will be governed by the laws of the State of Delaware, without regard to its conflict of law provisions. Any action or proceeding arising from or relating to this Agreement shall be brought in a federal or state court sitting in Wilmington, Delaware, and each Party irrevocably submits to the exclusive jurisdiction and venue of any such court in any such action or proceeding. To the fullest extent permitted, each party waives the right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.