Terms of Use

These Terms of Use (“Terms of Use”) are an agreement between you and Covalent Marketing Inc. (“Covalent,” “we,” “us,” and “our”), and govern your use of the website located at www.CovalentMarketing.com (the “Site”).

Your access to and use of the Site is subject to the following Terms of Use and all applicable laws.  These Terms of Use may be changed by us from time to time without notice to you, and the latest version will be posted on the Site.  You should review these Terms of Use when you use the Site to ensure that you have a current understanding of the most recent Terms of Use.  By accessing and browsing the Site, you accept, without limitation or qualification, these Terms of Use.

Privacy Policy

By agreeing to these Terms of Use, you agree to the terms of our Privacy Policy. All personal data provided to us as a result of your use of the Site will be handled in accordance with our Privacy Policy.

Click-Through Agreements

These Terms of Use may be supplemented or amended by the terms of a “click-through” agreement or other end user license agreement (collectively “EULAs”) between you and Covalent.  For example, when you download certain Content from our Site, you may be asked to agree to special terms governing your use of that Content.  In such cases, you may be asked to expressly consent to the special terms, for example, by checking a box or clicking a button marked “I agree.”  If the terms relating to the subject matter of these Terms of Use are different than those special terms, the special terms will supplement or amend these Terms of Use.

Ownership

Unless otherwise indicated, the Site and its design, text, content, graphics, code, and other matters related to the Site, including without limitation User Content as defined below (collectively “Content”) are protected under applicable copyrights, trademarks and other proprietary laws (including, but not limited to, intellectual property laws), and all rights therein are the property of Covalent or the material is included with the permission of the rights owner. Except as otherwise provided herein, none of the Content may be used, copied, reproduced, distributed, republished, downloaded, modified, displayed, posted or transmitted in any form or by any means, without our express prior written permission. Provided that you do not modify the materials and that you retain any and all copyright and other proprietary notices contained in the materials, permission is hereby granted to (i) display, download, archive and print portions of the Site on a temporary basis for your personal use, (ii) download case studies available on our Site and share such case studies with a limited number of individuals you know personally (but not to widely distribute such case studies or distribute or make them available on a commercial basis), and (iii) feature the RSS feed of our Site’s blog on another site owned or operated by you solely by means of copying the applicable code which is accessible via the “RSS Feed” link on our Site.  You may not otherwise modify or download any Content on the Site without our prior express written permission.

The Covalent logos, graphics, icons, trademarks, service marks and headers appearing on the Site, unless otherwise noted, are service marks, trademarks (whether registered or not) and/or trade dress of Covalent (the “Marks”). All other trademarks, company names, logos, service marks and/or trade dress mentioned, displayed, cited or otherwise indicated on the Site are the property of their respective owners. You are not authorized to display or use the Marks in any manner without our prior written permission. The use or misuse of the Marks or other trademarks, product names, company names, logos, service marks and/or trade dress or any other materials contained on our Site, except as permitted herein, is expressly prohibited.

Under no circumstances may you “frame” our Site or any of its Content or copy portions of our Site to a server, except as part of an Internet service provider’s incidental caching of pages.  When a page of any of our Site is accessed from a link (including RSS feeds) featured on your web site, each page within our Site must be displayed in full, without any accompanying frame, border, margin, design, branding, trademark, advertising, or promotional materials not originally displayed on the applicable page within the Site.

User Content

We welcome your comments, feedback, suggestions, and other communications regarding our Site and the information and services we make available through the Site, and any content you may post to the Site where authorized, such as comments you may post regarding topics in the blog(s) on our Site (collectively, “User Content”).  Any User Content you provide to us through our Site and through email, verbal communications or otherwise will be and remain the exclusive property of Covalent, and Covalent may use such User Content in any manner it deems appropriate, including without limitation in a commercial manner, without providing notice or compensation to you, and without seeking your permission.  By providing User Content to us by e-mail or otherwise, you are deemed to have assigned to Covalent all worldwide rights, title and interests in such User Content, including all copyrights and other intellectual property rights in the User Content.  This means, for example, that we can use the User Content you submit to modify or improve the Site, or to make changes to our products or services, or in any other way we want without restriction, and we do not have to compensate you.   For this reason, you must not provide us with any User Content that you do not wish us to use or distribute.

You are solely responsible for any User Content you provide to us.  Under no circumstances will Covalent be liable in any way for any User Content made available through this Site by you or any third party.  Covalent reserves the right (but has no obligation) in its sole discretion to pre-screen, edit, refuse, move or remove any User Content that is posted on the Site.

You agree that you will not use the Site to post, transmit or make available any User Content that:

  • infringes any intellectual property rights of any party, including, but not limited to any patent, trademark, trade secret, copyright or other proprietary rights;
  • you know or have reason to know is false, misleading, or fraudulent;
  • you do not have a right to make available under any law or under contractual or fiduciary relationships;
  • violates any laws, contains any threats, is abusive, tortuous, harassing, vulgar, obscene, indecent, violates any person’s rights of privacy or publicity, is defamatory, libelous, hateful, contains any disparaging statements or opinions regarding racial, gender or ethnic background, or is otherwise objectionable;
  • contains forged headers or employs other techniques whose purpose is to disguise the origin of the User Content submitted;
  • contains any unsolicited or unauthorized materials or information posted primarily for advertising, promotional, or other commercial purposes; or
  • incorporates within it any software viruses or any other computer code, files or programs whose purpose or function is to interrupt, destroy or otherwise impair the operability of any software or hardware or telecommunications equipment.

Your Obligations

You agree to use the Site in a manner consistent with any and all applicable laws, rules and regulations, including the laws of any country from which you may access the Site, if you are outside of the United States. You agree not to upload or transmit through the Site any computer viruses, trojan horses, worms or anything else designed to interfere with, interrupt or disrupt the normal operating procedures of a computer. You further agree not to use the Site to impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity.  Any unauthorized modification, tampering or change of any information, or any interference with the availability of or access to the Site is strictly prohibited.  We reserve all rights and remedies available to us, and we will not hesitate to pursue all available legal actions in response to violations of these Terms of Use.

Registration On Our Site

You may use our Site without registering, but you will not be able to use certain features of the Site (such as posting Comments or downloading selected Content from our Site) without registering.  If you wish to register on our Site, you agree to provide accurate, current and complete personal data and information about yourself (such as name, company name, title, phone, and email) as required by our Site’s registration form, and you further agree that you will update such data to keep it accurate, current and complete. We reserve the right to suspend or terminate your use of our Site if we discover, or have a reasonable basis to believe that any of the data you have provided is inaccurate, incomplete or untrue.  If you register on our Site, you may be asked to select a username and password.  Your account, including your username and password, are personal to you and may not be used by anyone else.  You are responsible for maintaining the confidentiality of your password and username and are fully responsible for all activities that occur under your username by you or by anyone else using your username and password, whether or not authorized by you. You agree to immediately inform us of any apparent breaches of security such as loss, theft or unauthorized disclosure or use of your username or password.

Disclaimers

WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SITE OR THE CONTENT, WHICH ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS.  WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, QUALITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SITE AND ANY WEBSITE WITH WHICH IT IS LINKED.  WE DO NOT WARRANT THAT THE SITE, IT’S SERVERS OR E-MAIL SENT FROM US WILL BE FREE OF ANY HARMFUL COMPONENTS (INCLUDING VIRUSES).  WE DO NOT PROVIDE ANY REPRESENTATIONS OR WARRANTIES AGAINST THE POSSIBILITY OF DELETION, MISDELIVERY OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS, OR OTHER DATA.

Exclusion of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS WE AND ANY CURRENT OR FUTURE AFFILIATES, SUBSIDIARIES, PARENT COMPANIES, PARTNERS, OR RELATED ENTITIES, AND THE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AND SUPPLIERS OF EACH OF THE FOREGOING, (ALL OF THE FOREGOING ARE COLLECTIVELY THE “COVALENT PARTIES”) EXCLUDE AND DISCLAIM LIABILITY FOR ANY LOSSES AND EXPENSES OF ANY NATURE AND HOWSOEVER ARISING INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOSS OF USE, LOSS OF DATA, LOSS CAUSED BY A VIRUS, LOSS OF INCOME OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY, CLAIMS OF THIRD PARTIES, OR OTHER LOSSES OF ANY KIND OR CHARACTER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SITE OR ANY WEBSITE WITH WHICH IT IS LINKED, ANY CONTENT THEREON, OR ANY OTHER CLAIMS ARISING OUT OF OR RELATING TO THIS SITE OR THE CONTENT THEREON. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER BASIS. IN NO EVENT WILL THE AGGREGATE LIABILITY OF THE COVALENT PARTIES FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS SITE, ITS CONTENT, OR YOUR USE OF THE SITE, EXCEED THE AMOUNT YOU HAVE PAID FOR ACCESS TO THIS SITE, IF ANYTHING.

Indemnification

You agree to indemnify, release and hold harmless each and all of the Covalent Parties from any claim, liability, loss, expense or demand, including legal fees, arising out of or related in any manner to your violation of these Terms of Use or your access to or use of the Site.

Intellectual Property Policy

We respect the intellectual property of third parties, and take matters of alleged intellectual property infringement seriously.  If you believe that your own work, or the work of a third party for whom you are authorized to act, is featured on the Site or has been otherwise copied or made available by Covalent on the Site or elsewhere in a way that constitutes copyright infringement, please send us a notice of the alleged infringement including all of the following information:

  • An electronic or physical signature of the intellectual property owner, or an agent authorized to act on behalf of the owner;
  • A description of the work that you claim has been infringed (including the URL, location on the website, title and/or item number (if applicable) or other identifying characteristics);
  • Your name, company name, address, telephone number, fax number, and e-mail address (and, if you are not the owner of the intellectual property, the name of the owner);
  • A statement by you that you have a good-faith belief that the described use of the work is not authorized by the intellectual property owner, its agent, or the law;
  • A statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the intellectual property owner or an agent authorized to act on behalf of the intellectual property owner.

Please send the notice of alleged infringement to us by e-mail to info@covalentmarketing.com.  Your e-mail should contain an electronic or physical signature.

Modification and Discontinuation

We reserve the right at any time to modify, edit, delete, suspend or discontinue, temporarily or permanently the Site (or any portion thereof) or to remove or refuse to post any Content, at any time with or without notice. You agree that we will not be liable to you or to any third party for any such modification, editing, deletion, suspension or discontinuance of the Site or any Content.

Termination of Access and Licenses

We reserve the right at any time, without notice, to terminate your (or any party’s) use of or access to the Site, or any of the licenses granted herein, for any reason or no reason at all, in our sole discretion.  You agree that neither we, nor any of the Covalent Parties, will have any liability to you or to any third party for termination of your or any party’s use of or access to the Site or any Content or available through the Site.

General

These Terms of Use (together with our Privacy Policy, which is incorporated herein) and any EULAs you may enter into with Covalent, contain the entire understanding between you and us with respect to use of the Site.  Our failure to enforce any provision of these Terms of Use shall not be deemed a waiver of such provision nor of the right to enforce such provision.  In the event any provision of these Terms of Use is determined to be invalid, such invalidity will not affect the validity of the remaining portions, and the parties will substitute for the invalid provision a provision which most closely approximates the intent and economic effect of the invalid provision. These Terms of Use will be governed by and construed under the laws of the State of Colorado in the United States of America, without regard to conflict of law principles.  Access to, or use of, the Site may be prohibited by law in certain countries or jurisdictions. You are responsible for compliance with any applicable laws of the country from which you are accessing the Site.  You hereby consent and waive all objection to the exclusive jurisdiction of the federal and state courts in Denver, Colorado and venue therein to resolve any controversy or claim arising out of or relating to use of the Site.  If you have any questions, you may contact us by e-mail at info@covalentmarketing.com, telephone at: (773) 919-0595, fax to (312) 276-8081, or you may write to us at: Covalent Marketing, 2021 S. Ogden St., Denver, CO 80210.

Effective Date

These Terms of Use were last updated on January 21, 2009.