Effective as of December 30, 2013
Welcome to the www.IACVA.org™ Web site provided by The International Association of Consultants, Valuators and Analysts. IMPORTANT – THIS IS A LEGAL AGREEMENT BETWEEN YOU ("You" or the "Authorized User") AND THE INTERNATIONAL ASSOCIATION OF CONSULTANTS, VALUATORS AND ANALYSTS("We" or "IACVS"). BEFORE DOWNLOADING, ACCESSING, OR USING ANY PART OF THE IACVS PORTAL, YOU SHOULD READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS CONTAINED IN THIS TERMS OF SERVICE AGREEMENT (the or this “TOS”) AS THEY GOVERN YOUR ACCESS TO AND USE OF THE IACVS WEB SITE AND ANY PAGES, PROGRAMS, SERVICES, MATERIALS, OR INFORMATION AVAILABLE THROUGH THE IACVS PORTAL OR USED IN CONNECTION THEREWITH (collectively, the or this “IACVS PORTAL”). IACVS IS WILLING TO LICENSE THE USE OF THIS IACVS PORTAL AND PROVIDE THE RELATED INFORMATION AND SERVICES TO YOU ONLY ON THE CONDITION THAT YOU ACCEPT AND AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS TOS. IF YOU DO NOT AGREE WITH THIS TOS OR IF YOU HAVE NOT GAINED ACCESS TO THE IACVS PORTAL PURSUANT TO THE EXECUTION OF A PRICING & ORDER FORM WITH IACVS, YOU ARE NOT GRANTED PERMISSION TO ACCESS OR OTHERWISE USE THE IACVS PORTAL AND ARE INSTRUCTED TO EXIT THE IACVS PORTAL IMMEDIATELY.

TERMS AND CONDITIONS
LICENSE GRANT. The IACVS Portal is provided by IACVS, and this TOS provides to you a personal, revocable, limited, non-exclusive, royalty-free, non-transferable license to use the IACVS Portal conditioned on your continued compliance with the terms and conditions of this TOS. This TOS permits you to use and access for personal or business purposes only the IACVS Portal (i) on a single laptop, workstation, or computer and (ii) from the Internet or through an on-line network (so long as such access occurs through the designated connection(s) or addresses specified on and pursuant to the Pricing & Order Form executed with IACVS). You may also load information from the IACVS Portal into your laptop's, workstation's, or computer's temporary memory (RAM) and print and download materials and information from the IACVS Portal solely for your personal or business use, provided that all hard copies contain all copyright and other applicable notices contained in such materials and information. If you are using the IACVS Portal on behalf of a company or other form of entity, please note that such a company or entity will have a separate agreement with IACVS regarding access and usage privileges for the IACVS Portal, including, without limitation, a Pricing & Order Form with IACVS. Nevertheless, your use of the IACVS Portal will be subject to the terms and conditions of this TOS.

RESTRICTIONS. Notwithstanding the foregoing, you may not modify, translate, decompile, create derivative work(s) of, copy, distribute, disassemble, broadcast, transmit, publish, remove or alter any proprietary notices or labels, license, sublicense, transfer, sell, mirror, frame, exploit, rent, lease, private label, grant a security interest in, or otherwise use in any manner not expressly permitted herein the IACVS Portal. Moreover, you may not (i) use any "deep link," "page scrape," "robot," "spider," or other automatic device, program, script, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of the IACVS Portal or in any way reproduce or circumvent the navigational structure or presentation of the IACVS Portal to obtain or attempt to obtain any materials, documents, or information through any means not purposely made available through the IACVS Portal, (ii) attempt to gain unauthorized access to any portion or feature of the IACVS Portal, including, without limitation, the account of another Authorized User(s), or any other systems or networks connected to the IACVS Portal or to any IACVS server or to any of the services offered on or through the IACVS Portal, by hacking, password "mining," or any other illegitimate or prohibited means, (iii) probe, scan, or test the vulnerability of the IACVS Portal or any network connected to the IACVS Portal, nor breach the security or authentication measures on the IACVS Portal or any network connected to the IACVS Portal, (iv) reverse look-up, trace, or seek to trace any information on any other Authorized User of or visitor to the IACVS Portal, (v) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the IACVS Portal or IACVS's systems or networks or any systems or networks connected to the IACVS Portal, (vi) use any device, software, or routine to interfere with the proper working of the IACVS Portal or any transaction conducted on the IACVS Portal, or with any other person's use of the IACVS Portal, (vii) forge headers, impersonate a person, or otherwise manipulate identifiers in order to disguise your identity or the origin of any message or transmittal you send to IACVS on or through the IACVS Portal, (viii) use the IACVS Portal or any Forum (as such term is described below) to harvest or collect e-mail addresses or other contact information; (ix) market, co-brand, private label, or otherwise permit third parties to access and use the IACVS Portal (or any part thereof) without IACVS express, separate, and prior written permission, or (x) use the IACVS Portal in an unlawful manner or in a manner that could damage, disparage, or otherwise negatively impact IACVS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COPYING OR REPRODUCING ANY SERVICES, PROGRAMS, PRODUCTS, INFORMATION, OR MATERIALS PROVIDED BY IACVS TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED.

USER OBLIGATIONS. By downloading, accessing, or using the IACVS Portal in order to view our information and materials or submit information of any kind, you represent that you are at least the legal age of majority and will, at all times, provide true, accurate, current, and complete information when submitting information or materials on the IACVS Portal, including, without limitation, when you provide information via a IACVS Portal registration or submission form. If you provide any false, inaccurate, untrue, or incomplete information, IACVS reserves the right to terminate immediately your access to and use of the IACVS Portal. In addition, you agree to abide by all applicable local, state, national, and international laws and regulations with respect to your use of the IACVS Portal. This TOS is expressly made subject to any applicable export laws, orders, restrictions, or regulations. You shall not export the IACVS Portal (or access thereto) without complying with such laws, orders, restrictions, or regulations. You also acknowledge and agree that use of the Internet and access to the IACVS Portal is solely at your own risk. While IACVS has endeavored to create a secure and reliable IACVS Portal, you should understand that the confidentiality of any communication or material transmitted to/from the IACVS Portal over the Internet or other form of global communication network cannot be guaranteed. Accordingly, IACVS is not responsible for the security of any information transmitted to or from the IACVS Portal. You must make your own determination as to such issues. Moreover, you also agree to assume all responsibility concerning your use of the IACVS Portal, including, providing any support or meeting any requirements of your contracts with third parties, obtaining and paying for all licenses and costs for third party software and hardware necessary for implementation of the IACVS Port, and maintaining and backing up any data. Any support, training, updates, upgrades, or maintenance of or for the IACVS Portal shall only be available through the sole discretion of IACVS or pursuant to the terms and conditions of a separate written agreement with IACVS.

OTHER TERMS AND CONDITIONS. Additional notices, terms, and conditions may apply to membership, purchases, receipt of services, participation in a particular program, conference, training, or seminar, Authorized User registration with the IACVS Portal, and/or to other specific portions or features of the IACVS Portal, all of which are made a part of this TOS by this reference. You agree to abide by such other notices, terms, and conditions. If there is a conflict between this TOS and the terms posted for or applicable to a specific portion of the IACVS Portal, the latter terms shall control with respect to your use of that portion of the IACVS Portal. IACVS's obligations, if any, with respect to its services, programs, and/or products are governed solely by the terms, conditions, notices, and agreements pursuant to which they are provided, and nothing on this TOS should be construed to alter such terms, conditions, notices, and agreements.

DIRECTORY. IACVS may make available through the IACVS Portal an on-line directory of IACVS member information (the "IACVS Directory"). In addition to any other terms and conditions set forth in this TOS, you acknowledge and agree that the IACVS Directory shall be used only for personal purposes and that any information of the IACVS Directory shall not be further published, displayed, or made accessible. Accordingly, unless IACVS has provided its prior written consent, you acknowledge and agree that the contents of the IACVS Directory may not, in whole or in part, be reproduced, copied, disseminated, entered into a computer database, used as part of or in connection with a mailing list, or otherwise utilized, in any form or manner or by any means inconsistent with this TOS. You also acknowledge that a person or entity's listing in the IACVS Directory represents only that such person or entity is registered with and an active member of IACVS. IACVS makes no further representations or warranties regarding any such person or entity (or the related information) listed in the IACVS Directory, and any information made available through the IACVS Directory is provided on an "AS-IS" and "AS-AVAILABLE" basis without warranty of any kind.

USER NAME HANDLING POLICY. Registration as an Authorized User for access to certain areas of the IACVS Portal may require both a user name and a password. Only one Authorized User can use one user name and password and, thus, one account. By limiting access, it helps avoid unauthorized usage by other persons or entities because anyone with knowledge of both your user name and password can gain entry to the IACVS Portal and to your account. Accordingly, by using the IACVS Portal, you agree to consider your user name and password as confidential information and to keep your user name and password confidential. You also agree not to use another Authorized User's user name and password. You will immediately notify IACVS if you become aware of any loss or theft of your password or any unauthorized use of your user name and password. IACVS cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations. IACVS reserves the right to delete or change a user name or password at any time and for any reason.

PRIVACY POLICY. You understand, acknowledge, and agree that the operation of certain areas of the IACVS Portal requires the submission, use, and dissemination of various personal identifying information. Accordingly, if you wish to access and use those areas of the IACVS Portal, you acknowledge and agree that your use of the IACVS Portal will constitute acceptance of IACVS's personal identifying information collection and use practices. Please see IACVS's Privacy Policy /IACVS/terms privacy/ for a summary of IACVS's personal identifying information collection and use practices.

POSTINGS. This IACVS Portal may contain blogs, message boards, comment areas, questionnaires, chat rooms, and other interactive features where Authorized Users can share and post information. To the extent that the IACVS Portal contains such communication forums (collectively, “Forums”), you agree that by using the IACVS Portal you will not post or transmit any of the following materials on the IACVS Portal’s Forums:

• anything that interferes with or disrupts the IACVS Portal or the operation thereof,
• statements or material that defames, harasses, abuses, stalks, threatens, intimidates, or in any way infringes on the rights of others,
• unauthorized copyrighted materials or any other material that infringes on the intellectual property rights, trade secrets, or privacy of others,
• statements or material that violates other contractual or fiduciary rights, duties, or agreements,
• statements or material that is bigoted, hateful, or racially offensive,
• statements or material that encourages criminal conduct or that would give rise to civil liability or otherwise violates any law or regulation in any jurisdiction,
• statements or material that constitutes anti-competitive collaboration and/or antitrust violations,
• statements or material that contains vulgar, obscene, profane, or otherwise objectionable language or images that typically would not be considered socially or professionally responsible or appropriate in person,
• statements or material that harms minors,
• statements or material that impersonates any other person or entity, whether actual or fictitious, including, without limitation, employees and representatives of IACVS,
• statements or material that misrepresents your affiliation with any entity and/or IACVS,
• anything that violates the privacy or publicity rights of any other person, including, without limitation, posting any personal identifying information of another individual,
• chain letters or pyramid schemes,
• statements or material that constitutes junk mail, spam, or unauthorized advertising or promotional materials,
• statements or material that are “off-topic” for a designated Forum, and
• files that contain malicious code, viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer, network, or the IACVS Portal

As Forums are public, the Authorized User experience is enhanced if you follow the foregoing and following guidelines. Please use netiquette. Please do not post any content or information of a personal nature, such as video or audio of friends and family. Please be succinct and stay on topic within a particular Forum. Please remember to respect others and their opinions. IACVS encourages open and sincere communication, but urges all Authorized Users to remember that Forums are intended to be a resource for all.

PERMISSION TO USE POSTINGS. By submitting content or information of any type (a "Posting") to a Forum or other portion of the IACVS Portal or by otherwise using the IACVS Portal to transmit or display a Posting, you automatically grant IACVS a royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, publish, translate, create derivative works from, distribute, transmit, perform, and display such content or information (in whole or in part) worldwide and/or to incorporate into other works in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content or information. You represent that you have all necessary rights to make the Posting available to IACVS and a Forum, and you also acknowledge that such Postings are non-confidential for all purposes and that IACVS has no control over the extent to which any idea or information may be used by any party or person once it's posted or displayed. Accordingly, notwithstanding this right and license, it is understood that by merely permitting your information, content, and materials to appear on the IACVS Portal IACVS has not become and is not a publisher of such information, content, and materials and is merely functioning as an intermediary to enable you to provide and display a Posting. Moreover, IACVS assumes no responsibility for the deletion of or failure to store any Posting and recommends that you do not post, display, or transmit any confidential or sensitive information.

NO PRE-SCREENING OF POSTINGS. IACVS is not responsible for screening, policing, editing, or monitoring your or another Authorized User’s Postings and encourages all of its Authorized Users to use reasonable discretion and caution in evaluating or reviewing any Posting. Moreover, and except as provided below with respect to IACVS's right and ability to delete or remove a Posting (or any part thereof), IACVS does not endorse, oppose, or edit any opinion or information provided by you or another Authorized User and does not make any representation with respect to, nor does it endorse the accuracy, completeness, timeliness, or reliability of any advice, opinion, statement, or other material displayed, uploaded, or distributed by you or any other Authorized User. Nevertheless, IACVS reserves the right to delete or take other action with respect to Postings (or parts thereof) that IACVS believes in good faith violate this TOS and/or are, or are potentially, unlawful or harmful to IACVS or its products, services, and goodwill. If you violate this TOS, IACVS may, in its sole discretion, delete the unacceptable content from your Posting, remove or delete the Posting in its entirety, issue you a warning, and/or terminate your use of the IACVS Portal. Moreover, it is a policy of IACVS to take appropriate actions under the Digital Millennium Copyright Act under U.S. Copyright Law and other applicable intellectual property laws. If you become aware of Postings that violate these rules regarding acceptable behavior or content, you may contact IACVS as provided below.

PROPRIETARY RIGHTS. This TOS provides only a limited license to access and use the IACVS Portal. Accordingly, you expressly acknowledge and agree that IACVS transfers no ownership or intellectual property interest or title in and to the IACVS Portal to you or anyone else. All text, graphics, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including html code), programs, software, products, information, and documentation as well as the design, structure, selection, coordination, expression, "look and feel," and arrangement of any content contained on or available through the IACVS Portal, unless otherwise indicated, are owned, controlled, and licensed by IACVS and its successors and assigns and are protected by law including, but not limited to, United States copyright, trade secret, patent, and trademark law, as well as other state, national, and international laws and regulations. Except as expressly provided herein, IACVS does not grant any express or implied right to you or any other person under any intellectual or proprietary rights. Accordingly, your unauthorized use of the IACVS Portal may violate intellectual property or other proprietary rights laws as well as other laws, regulations, and statutes. Please be aware that IACVS does enforce its intellectual property rights to the fullest extent of the law and, in particular and without limitation, with respect to illegal use of terms confusingly similar to any of IACVS's trademarks. This IACVS Portal is Copyright © 2013 The International Association of Consultants, Valuators and Analysts and/or its licensors. All rights reserved. IACVS also owns a copyright in the contents of the IACVS Portal as collective work and/or compilation and in the selection, coordination, arrangement, and enhancement of the content of the IACVS Portal. Any downloadable or printable programs, directories, databases, information, or materials available through the IACVS Portal and all copyrights, trade secrets, and know-how related thereto, unless otherwise indicated, are owned by IACVS. The International Association of Consultants, Valuators and Analysts, IACVS, the IACVS logo, and all other names, logos, and icons identifying IACVS and its programs, products, and services are proprietary trademarks of IACVS, and any use of such marks, including, without limitation, as domain names, without the express written permission of IACVS is strictly prohibited. Other product and company names mentioned herein may be the trademarks and/or service marks of their respective owners.

GOVERNMENT RIGHTS. The use of the IACVS Portal including, without limitation, its reproduction and display by the United States of America and/or any other country and its or their respective instrumentalities (including charters, prime contractors or any other contractor at any tier), agencies, or offices, regardless of form (collectively, the "Government"), shall be governed by this TOS. Accordingly, the IACVS Portal is provided to the Government with LIMITED RIGHTS and/or RESTRICTED RIGHTS (as applicable). Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (g) of the Rights in Data – General clause at 48 C.F.R. § 52.227-14, subparagraphs (b)(1) and (2) of the Commercial Computer Software License clause at 48 C.F.R. § 52.227-19, or subparagraph (b)(1) of Technical Data--Commercial Items clause at D.F.A.R.S. § 252.227-7015, as applicable. Moreover, all IACVS products and materials, including the IACVS Portal, are commercial in nature and were not first produced in the performance of any Government contract. Accordingly, the data, software and documentation available through the IACVS Portal Data are "Commercial Items," as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are used in 48 C.F.R. §12.212 or D.F.A.R.S. § 252.227-7014, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are licensed to Government end users (a) only as Commercial Items and (b) with only those rights as are granted to other end users pursuant to the terms and conditions herein. For any use of the IACVS Portal that would require compliance by IACVS with a particular Government requirement not identified herein or that would affect IACVS's rights, the applicable Government entity, agency, or office must notify IACVS of said Government requirement and obtain a waiver or exemption from such requirements for the benefit of IACVS before any government access to the IACVS Portal. Any Government Licensee shall also affix the following “Government Rights Notice” to any copy of any information downloaded or printed from the IACVS Portal made available to any Government Authorized User:

Government Rights:
(a) Data. These data are submitted with limited rights and are subject to the terms of The International Association of Consultants, Valuators and Analysts ("IACVS’s") current commercial license agreement. This data may be used by the Government with the express limitation that they will not, without written permission of the IACVS, be used in any manner prohibited by IACVS’s current commercial license agreement.
(b) Software. Use, reproduction, or disclosure is subject to restrictions set forth in IACVS’s current commercial license agreement.
(c) This Notice shall be marked on any reproduction of this data, in whole or in part.

FEEDBACK AND SUBMISSIONS. IACVS welcomes your feedback and suggestions about IACVS's products or services or with respect to how to improve the IACVS Portal. By transmitting any suggestions, information, material, or other content (collectively, “feedback”) to IACVS, you represent and warrant that such feedback does not infringe or violate the intellectual property or proprietary rights of any third party (including, without limitation, patents, copyrights, or trademark rights) and that you have all rights necessary to convey to IACVS and enable IACVS to use such feedback. In addition, any feedback received through the IACVS Portal will be deemed to include a royalty-free, perpetual, irrevocable, transferable, non-exclusive right and license for IACVS to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works, and display (in whole or in part) worldwide, or act on such feedback without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content, and you hereby waive any claim to the contrary.

THIRD-PARTY PRODUCTS/SERVICES. IACVS, in its sole discretion, may post the advertisements of third parties on the IACVS Portal and/or feature materials, programs, products, and services provided by third parties, including, without limitation, IACVS's members. IACVS makes no representations with respect to, nor does it guarantee or endorse, the quality, non-infringement, accuracy, completeness, timeliness, reliability, or correct sequencing of such third-party materials, programs, products, and services or any other materials, programs, products, and services which such third-party materials, products, and services may access. Your correspondence or any other dealings with third parties found on the IACVS Portal are solely between you and such third party. Accordingly, IACVS expressly disclaims responsibility and liability for all third-party provided materials, programs, products, and services contained on or accessed through the IACVS Portal, and you agree that IACVS shall not be responsible for any loss or damage of any sort incurred as a result of any such dealings or as the result of the presence of such third parties on the IACVS Portal.

LINKS TO OTHER SITES. IACVS may provide links, in its sole discretion, to other sites on the World Wide Web for your convenience in locating or accessing related information, products, and services. These sites have not necessarily been reviewed by IACVS and are maintained by third parties over which IACVS exercises no control. Accordingly, IACVS expressly disclaims any responsibility for the content, the materials, the accuracy of the information, and/or the quality of the products or services provided by, available through, or advertised on these third-party Web sites. Moreover, these links do not imply an endorsement with respect to any third party or any Web site or the products or services provided by any third party.

DISCLAIMER. WHILE IACVS ENDEAVORS TO PROVIDE RELIABLE INFORMATION, SERVICES, PROGRAMS, SOFTWARE, AND MATERIALS, THE INFORMATION, SERVICES, PROGRAMS, SOFTWARE, AND MATERIALS AVAILABLE ON OR THROUGH THE IACVS PORTAL ARE PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS AND MAY INCLUDE ERRORS, OMISSIONS, OR OTHER INACCURACIES. MOREOVER, IACVS MAY MAKE MODIFICATIONS AND/OR CHANGES IN THE IACVS PORTAL OR IN THE INFORMATION, SERVICES, PROGRAMS, SOFTWARE, AND MATERIALS AVAILABLE ON THE IACVS PORTAL AT ANY TIME AND FOR ANY REASON. YOU ASSUME THE SOLE RISK OF MAKING USE AND/OR RELYING ON THE INFORMATION, SERVICES, PROGRAMS, AND MATERIALS AVAILABLE ON THE IACVS PORTAL. IACVS MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, COMPLETENESS, TIMELINESS, RELIABILITY, LEGALITY, OR ACCURACY OF THE INFORMATION, SERVICES, PROGRAMS, AND MATERIALS AVAILABLE ON THE IACVS PORTAL FOR ANY PURPOSE, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OR ANY OTHER IMPLIED WARRANTY UNDER THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT AS ENACTED BY ANY STATE. IACVS ALSO MAKES NO REPRESENTATION OR WARRANTY THAT THE IACVS PORTAL WILL OPERATE ERROR FREE OR IN AN UNINTERRUPTED FASHION OR THAT ANY FILES OR INFORMATION THAT YOU DOWNLOAD FROM THE SITE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES.

LIMITATION OF LIABILITY. You expressly absolve and release IACVS from any claim of harm resulting from a cause beyond IACVS's control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other connection problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes, or other labor problems, wars, or governmental restrictions. MOREOVER, IN NO EVENT SHALL IACVS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE IACVS PORTAL, WITH THE DELAY OR INABILITY TO USE THE IACVS PORTAL, OR FOR ANY INFORMATION, SERVICES, PROGRAMS, PRODUCTS, AND MATERIALS AVAILABLE THROUGH THE IACVS PORTAL, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF IACVS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY. NOTWITHSTANDING THE FOREGOING, TOTAL LIABILITY OF IACVS FOR ANY REASON WHATSOEVER RELATED TO USE OF THE IACVS PORTAL SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO IACVS IN CONNECTION WITH THE SUBJECT MATTER OF THE PARTICULAR DISPUTE DURING THE PRIOR THREE MONTHS.

INDEMNITY. You agree to defend, indemnify, and hold harmless IACVS and affiliates and all of their respective employees, agents, directors, officers, shareholders, attorneys, successors, and assigns from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees and litigation expenses) relating to or arising from any breach by you of this TOS.

GOVERNING LAW. This TOS has been made in and will be construed and enforced solely in accordance with the laws of the United States of America, including, without limitation, the Contract Dispute Act, 41 U.S.C. §§ 601-613, and Washington State U.S.A. as applied to agreements entered into and completely performed in the Washington state. You and IACVS each agree to submit to exclusive subject matter jurisdiction, personal jurisdiction and venue of the United States District Court for the Washington State, Seattle, Division, for any disputes between us under or arising out of this TOS. For non-government entities, if there is no jurisdiction in the United States District Court for the Washington State, Seattle, Division,, for any disputes between us under or arising out of this TOS, you and we agree that jurisdiction shall be in the courts of Washington State, Seattle, Division. You also agree to waive any right to a jury trial in connection with any action or litigation in any way arising out of or related to this TOS and acknowledge that either party may seek attorney's fees in any proceeding. Any claim you might have against IACVS must be brought within two (2) years after the cause of action arises, or such claim or cause of action is barred. In addition, you agree to waive any right to a jury trial in connection with any action or litigation in any way arising out of or related to this TOS and that each party has the right to seek attorneys' fees in any proceeding. You also acknowledge and agree that any applicable state law implementation of the Uniform Computer Information Transactions Act (including any available remedies or laws) shall not apply to this TOS and is hereby disclaimed. Notwithstanding the foregoing, IACVS agrees that the provisions of this TOS shall not supersede any remedies granted to the United States government to the extent permitted by law or regulation. IACVS makes no representation that the IACVS Portal is appropriate or available for use in other locations, and access to the IACVS Portal from territories or nations where any aspect of the IACVS Portal is illegal is prohibited. You access the IACVS Portal on your own volition and are responsible for compliance with all applicable local laws with respect to your access and use of the IACVS Portal. A printed version of this TOS and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this TOS to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Please contact IACVS if you wish to receive a printed copy of this TOS.

ENFORCING SECURITY ON THE SITE. Actual or attempted unauthorized use of the IACVS Portal may result in criminal and/or civil prosecution, including, without limitation, punishment under the Computer Fraud and Abuse Act of 1986 under U.S. federal law. IACVS reserves the right to view, monitor, and record activity on the IACVS Portal without notice or permission from you, including, without limitation, by archiving notices or communications sent by you through the IACVS Portal. Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with investigation or prosecution of possible criminal or unlawful activity on the IACVS Portal as well as to disclosures required by or under applicable law or related government agency actions. IACVS will also comply with all court orders involving requests for such information. In addition to the foregoing, IACVS reserves the right, at any time and without notice, to modify, suspend, terminate, or interrupt operation of or access to the IACVS Portal, or any portion of the IACVS Portal, in order to protect the IACVS Portal, IACVS, or IACVS's business.

TERM AND TERMINATION. Assuming you and/or your organization has executed a Pricing & Order Form for access to the IACVS Portal, this TOS and your right to use the IACVS Portal will take effect at the moment you install, access, or use the IACVS Portal or you click "I ACCEPT" and is effective until terminated as set forth below or until expired as set forth in the Pricing & Order Form with IACVS. This TOS will terminate automatically if you click "I REJECT". In addition, IACVS reserves the right at any time and on reasonable grounds, which shall include, without limitation, any reasonable belief of fraudulent or unlawful activity or actions or omissions that violate any term or condition of this TOS, to deny your access to the IACVS Portal or to any portion thereof in order to protect its name and goodwill, its business, and/or other Authorized Users, and this TOS will also terminate automatically if you fail to comply with this TOS, subject to the survival rights of certain provisions identified below. Termination will be effective without notice. You may also terminate this TOS at any time by ceasing to use the IACVS Portal, but all applicable provisions of this TOS will survive termination, as identified below. Upon termination, you must destroy all copies of any aspect of the IACVS Portal in your possession. The provisions concerning IACVS's proprietary rights, feedback, indemnity, disclaimers of warranty, limitation of liability, admissibility of this TOS, waiver and severability, integration, and governing law will survive the termination of this TOS for any reason.

MISCELLANEOUS. You acknowledge that any breach, threatened or actual, of this TOS will cause irreparable injury to IACVS, such injury would not be quantifiable in monetary damages, and IACVS would not have an adequate remedy at law. You therefore agree that IACVS shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of this TOS. Accordingly, you hereby waive any requirement that IACVS post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to IACVS to enforce any provision of this TOS. The parties agree that this TOS is for the benefit of the parties hereto as well as IACVS's licensors. Accordingly, this TOS is personal to you, and you may not assign your rights or obligations to any other person or entity without IACVS's prior written consent. Failure by IACVS to insist on strict performance of any of the terms and conditions of this TOS will not operate as a waiver by IACVS of that or any subsequent default or failure of performance. A printed version of this TOS and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this TOS to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. If any provision (or part thereof) contained in this TOS is determined to be void, invalid, or otherwise unenforceable by a court of competent jurisdiction or on account of a conflict with an applicable government regulation, such determination shall not affect the remaining provisions (or parts thereof) contained herein and the illegal, invalid, or unenforceable clause shall be modified in compliance with applicable law in a manner that most closely matches the intent of the original language. No joint venture, partnership, employment, or agency relationship exists between you and IACVS as result of this TOS or your utilization of the IACVS Portal. Headings herein are for convenience only. This TOS, along with the IACVS's Privacy Policy and associated Pricing & Order Form (and its T's and C's) with IACVS for the IACVS Portal, represents the entire agreement between you and IACVS with respect to use of the IACVS Portal, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written between you and IACVS with respect to the IACVS Portal. In the event of any conflict between this TOS and the Pricing & Order Form, the Pricing & Order Form shall control. Unless otherwise agreed to by IACVS, please note that IACVS reserves the right to change the terms and conditions of this TOS and the manner under which the IACVS Portal (and its functionality) is extended to you by providing you notice or a copy of such revised terms. IACVS may also change or modify any aspect of the IACVS Portal. Your continued use of the IACVS Portal will be conclusively deemed acceptance of any change to this TOS or the IACVS Portal. If you have questions regarding the IACVS Portal or if you are interested in obtaining more information concerning IACVS and its products or services, please contact IACVS at +1 206-623-3200.