CASTELLO CERTIFIED CONSULTANT AND STRATEGIST APPLICATION TERMS
1) INTRODUCTION & OVERVIEW. This application website (the “Site”), is owned and operated by Castello Sales, LLC and/or one or more of its affiliates (collectively “Castello,” “we,” “us,” or “our”). These Terms govern your use of this Site and each website or service in which it is expressly incorporated, such as by internet link on a website or presentation or display to users in the course of providing services.
2) YOUR ACCEPTANCE OF THESE TERMS. These Terms apply to all users who submit an application to become a Castello Certified Consultant and Strategist or use the application Site. By submitting an application or using this Site you are agreeing to comply with and be bound by these Terms. If you do not agree to these Terms, you may not submit an application to become a Castello Certified Consultant and Strategist or access or use this Site.
3) CASTELLO CERTIFIED CONSULTANT AND STRATEGIST PROGRAM. In order to become a Castello Certified Consultant and Strategist your application must be accepted in writing by Castello and you must perform all required conditions and pay any and all required fees and costs. You may not refer to yourself as a Castello Certified Consultant and Strategist until your application is approved in writing and you comply with all terms of the program. Continued compliance with the terms of the Castello Certified Consultant and Strategist program is required for continuance of benefits. Castello may alter, change, or discontinue the Castello Certified Consultant and Strategist program at any time in its sole discretion.
4) PRIOR INFORMATION. You represent and warrant that you will not use any confidential, proprietary and/or trade secret information owned or belonging to any other person or entity while a Castello Certified Consultant and Strategist unless authorized to do so.
5) NON-DISCLOSURE OF CONFIDENTIAL INFORMATION. You may be making use of, acquiring, and adding to information of a special and unique nature and value relating to Castello’s Confidential Information. You agree that you will not, at any time during or following your relationship with Castello, directly or indirectly, divulge or disclose, or employ for any purpose whatsoever, any Confidential Information that has been obtained by or disclosed to you as a result of or related to your relationship with Castello.
“Confidential Information” shall mean all information that is used in Castello’s business and that gives Castello the opportunity to obtain advantage over existing or potential competitors of Castello who do not know or use such information, regardless of whether written or otherwise, including, but not limited to, trade secrets, accounts, distributors, prospects, prospect lists, customers, customer lists, supply sources and resources, costs, prices, earnings, products, formulae, compositions, machines, apparatus, systems, policies, protocols, procedures, practices, financial calculations and methodologies, financial information, accounting and bookkeeping practices, financial cost and sales data, compilations or combinations of information (whether or not the underlying information is publicly available), prospective and executed contracts, business and marketing plans, litigation and other legal matters, other business arrangements, and information specific to Castello’s products, such as source code, coding standards, programming techniques, processes and systems, computer programs, algorithms, techniques, processes, design specifications, diagrams, flow charts, ideas, systems and methods of operation of such programs, and research and development work. In addition, the term “Confidential Information” expressly includes the terms of your relationship with Castello. The term “Confidential Information” is not meant to include any information which, at the time of disclosure, is generally known by the public or any competitors of Castello or that is required to be disclosed under applicable law or by a valid subpoena or other court or government order, decree, regulation, or rule.
All notes, data, reference items, sketches, drawings, memoranda, records, and other materials in any way relating to any of the information referred to in this section or to Castello’s business, whether in tangible or intangible form (e.g., computer records), shall belong exclusively to Castello, and you agree to turn over to Castello all of such materials and all copies thereof in your possession or under your control at the request of Castello or, in the absence of such a request, upon the termination of your relationship with Castello for whatever reason.
6) NON-SOLICITATION, RECRUITMENT AND HIRING. You will not for the longer of either (A) two (2) years following your application or (B) during the time you are a Castello Certified Consultant and Strategist and for a period of two (2) years after the termination of your status as a Castello Certified Consultant and Strategist directly or indirectly, hire any of Castello’s employees, consultants, sales representatives, contractors, distributors, vendors, suppliers or manufacturers, or solicit or recruit any of them for the purpose of hiring or otherwise contracting with them or inducing them to leave their employment or other relationship with Castello, nor will you own, manage, operate, join, control, consult with, participate in the ownership, management, operation or control of, be employed by, or be connected in any manner with the person or entity which engages in the conduct prohibited by this provision during this same period of time.
7) NON-COMPETITION AND SOLICITATION OF CLIENTS. You agree that for the longer of either (A) two (2) years following your application or (B) during the time you are a Castello Certified Consultant and Strategist and for a period of two (2) years after the termination of your status as a Castello Certified Consultant and Strategist you will not, directly or indirectly, alone or as a partner, joint-venturer, stockholder, owner, officer, director, shareholder, member, manager, employee, contractor, agent, independent contractor or consultant of any other company or entity, contact, solicit, or otherwise perform services competitive with those offered by Castello with any of (A) Castello’s clients disclosed to you or for which you have received Confidential Information or (B) with any of Castello’s prospective or contemplated clients disclosed to you or for which you have received Confidential Information.
8) NO LICENSE. You acknowledge and agree that no license or right to use any of Castello’s patents, copyrights, trademarks, Confidential Information or other proprietary information (“intellectual property”) is granted to you by these Terms; however, you may have the right to use portions of Castello’s intellectual property to the extent your application is approved and you are provided with a written license for such use from Castello.
9) NON-DISPARAGEMENT. You shall not disparage or defame Castello in any respect or otherwise take any steps or make any statements, whether in writing or verbal, to harm the reputation of Castello.
10) JURY TRIAL WAIVERS. EACH PARTY TO THESE TERMS HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM OF ANY KIND ARISING OUT OF OR RELATED TO THESE TERMS.
11) RELATIONSHIP. Nothing contained in these Terms shall be deemed or construed as creating a joint venture or partnership.
12) ATTORNEYS' FEES. If any action at law or in equity, including an action for declaratory relief or injunctive relief, is brought to enforce or interpret the provisions of these Terms, Castello shall be entitled to recover its court costs and reasonable attorneys' fees from you, in addition to any other relief to which Castello may be entitled.
13) YOUR CONSENT TO OTHER AGREEMENTS. Certain aspects of the Site may be provided by one or more third parties. Such third parties may have their own policies and end user license agreements (collectively, “Third Party Policies and EULAs”) that apply to your use of the Site. Nothing in this Terms is intended to modify or limit such Third Party Policies and EULAs. These Terms only apply to the Site to the extent actually developed, distributed, licensed and supported by or on behalf of Castello. We may also require you to follow additional rules, guidelines or other conditions to sign up to use various special features or password-protected areas of this Site, to participate in certain programs, promotions or activities available through this Site, or for other reasons. In such cases, you may be asked to expressly consent to these additional terms, for example, by checking a box or clicking on a button marked “I agree.” This type of agreement is known as a “click-through” agreement. If any of the terms of a click-through agreement are different than the terms of these Terms, the terms of the click-through agreement will supplement or amend these Terms, but only with respect to the matters governed by the click-through agreement.
14) OWNERSHIP OF THIS SITE AND ITS CONTENT THIS SITE, including all its content, are protected under applicable intellectual property and other laws, including without limitation the laws of the United States and other countries. The word “content” as used in these Terms refers to all of the software and code comprising or used to operate this Site, and all of the text, photographs, images, illustrations, graphics, sound recordings, video and audio-video clips, and other materials available on this Site, including user-generated content. All content and intellectual property rights therein are the property of Castello or the material is included with the permission of the rights owner and is protected pursuant to applicable copyright and trademark laws. The presence of any content on this Site does not constitute a waiver of any right in such content. You do not acquire ownership rights to any such content viewed through this Site. Except as otherwise provided herein, none of this content may be used, copied, reproduced, distributed, republished, downloaded, modified, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the express prior written permission of Castello. Permission is hereby granted to the extent necessary to lawfully access and use this Site and to display, download, or print portions of this Site on a temporary basis and for your personal, noncommercial use only, provided that you (i) do not modify the content; (ii) you retain any and all copyright and other proprietary notices contained in the content; and (iii) you do not copy or post the content on any network or computer or post or broadcast the content in any media.
15) TRADEMARKS. The Castello names and logos, all product and service names, all custom graphics, all button icons, and all trademarks, service marks and logos appearing within this Site, unless otherwise noted, are trademarks (whether registered or not), service marks and/or trade dress of Castello (the “Castello Marks”). All other trademarks, product names, company names, logos, service marks and/or trade dress mentioned, displayed, cited or otherwise indicated within this Site are the property of their respective owners. You are not authorized to display or use the Castello Marks in any manner without our prior written permission. You are not authorized to display or use trademarks, product names, company names, logos, service marks and/or trade dress of other owners featured within this Site without the prior written permission of such owners. The use or misuse of the Castello Marks or other trademarks, product names, company names, logos, service marks and/or trade dress or any other materials contained herein, except as permitted herein, is expressly prohibited.
16) YOUR OBLIGATIONS. In consideration of your use of this Site, you agree that to the extent you provide Personal Information to Castello it will be true, accurate, current, and complete and that you will update all Personal Information as necessary. You agree to use this Site in a manner consistent with any and all applicable rules and regulations. You agree not to upload or transmit through this Site any computer viruses, trojan horses, malware, worms or anything else designed to interfere with, interrupt or disrupt the normal operating procedures of a computer. Any unauthorized modification, tampering or change of any information, or any interference with the availability of or access to this Site is strictly prohibited. We reserve all rights and remedies available to us.
17) DISCLAIMERS. WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THIS SITE OR ITS CONTENT, OR ANY PRODUCT OR SERVICE AVAILABLE ON OR PROMOTED THROUGH THIS SITE. THIS SITE AND ALL OF ITS CONTENT (INCLUDING USER-GENERATED CONTENT) ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, CASTELLO, ITS AFFILIATES, AND ITS SERVICE PROVIDERS AND LICENSORS DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, ARISING BY STATUTE, CUSTOM, COURSE OF DEALING, COURSE OF PERFORMANCE OR IN ANY OTHER WAY, WITH RESPECT TO THIS SITE, ITS CONTENT, AND ANY PRODUCTS OR SERVICES AVAILABLE OR PROMOTED THROUGH THIS SITE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CASTELLO, ITS AFFILIATES, AND ITS SERVICE PROVIDERS AND LICENSORS DISCLAIM ALL REPRESENTATIONS AND WARRANTIES (A) OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; (B) RELATING TO THE SECURITY OF THIS SITE; (C) THAT THE CONTENT OF THIS SITE IS ACCURATE, COMPLETE OR CURRENT; OR (D) THAT THIS SITE WILL OPERATE SECURELY OR WITHOUT INTERRUPTION OR ERROR. WE DO NOT REPRESENT OR WARRANT THAT THIS SITE, ITS SERVERS, OR ANY TRANSMISSIONS SENT FROM US OR THROUGH THIS SITE WILL BE FREE OF ANY HARMFUL COMPONENTS (INCLUDING VIRUSES). CASTELLO DOES NOT ENDORSE AND IS NOT RESPONSIBLE FOR STATEMENTS, ADVICE AND OPINIONS MADE BY ANYONE OTHER THAN AUTHORIZED CASTELLO SPOKESPERSONS. WE DO NOT ENDORSE AND ARE NOT RESPONSIBLE FOR ANY STATEMENTS, ADVICE OR OPINIONS CONTAINED IN USER-GENERATED CONTENT AND SUCH STATEMENTS, ADVICE AND OPINIONS DO NOT IN ANY WAY REFLECT THE STATEMENTS, ADVICE AND OPINIONS OF CASTELLO. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AGAINST THE POSSIBILITY OF DELETION, MISDELIVERY OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS, OR OTHER DATA. YOU ACCEPT THAT OUR SHAREHOLDERS, OWNERS, OFFICERS, DIRECTORS, EMPLOYEES AND OTHER REPRESENTATIVES SHALL HAVE THE BENEFIT OF THIS CLAUSE. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OF CERTAIN WARRANTIES, SO ALL OR PART OF THIS DISCLAIMER OF WARRANTIES MAY NOT APPLY TO YOU.
18) LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS WE, ON BEHALF OF OUR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, LICENSORS AND SERVICE PROVIDERS, EXCLUDE AND DISCLAIM LIABILITY FOR ANY LOSSES AND EXPENSES OF WHATEVER NATURE AND HOWSOEVER ARISING INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INDIRECT, GENERAL, SPECIAL, PUNITIVE, INCIDENTAL 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 THIS SITE. YOU ASSUME TOTAL RESPONSIBILITY FOR ESTABLISHING SUCH PROCEDURES FOR DATA BACK UP AND VIRUS CHECKING AS YOU CONSIDER NECESSARY. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER BASIS. IF ANY PART OF THIS LIMITATION ON LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF THE RELEASED PARTIES FOR LIABILITIES THAT OTHERWISE WOULD HAVE BEEN LIMITED SHALL NOT EXCEED TEN DOLLARS ($10.00). This Site gives you specific legal rights and you may also have other rights which vary from state to state and country to country. Some jurisdictions do not allow certain kinds of limitations or exclusions of liability, so the limitations and exclusions set out in these Terms may not apply to you. Other jurisdictions allow limitations and exclusions subject to certain conditions. In such a case the limitations and exclusions set out in these Terms shall apply to the fullest extent permitted by the laws of such applicable jurisdictions.
19) LINKS TO THIRD-PARTY WEB SITES. This Site may provide links to other Web sites operated by third parties. Because we have no control over third-party Web sites, we are not responsible for the availability of those Web sites and do not endorse and are not responsible or liable for any content, advertising, services, products, or other materials on or available from such Web sites. Castello shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, advertising, services, products, or other materials on or available from such Web sites. These Terms do not apply to your use of third-party Web sites; your use of such Web sites is subject to the terms and policies of the owner of such Web sites.
20) MODIFICATION AND DISCONTINUATION. We reserve the right at any time and from time-to-time to modify, edit, delete, suspend or discontinue, temporarily or permanently, this Site (or any portion thereof) and/or the information, materials, products and/or services available through this Site (or any part thereof) with or without notice. You agree that we shall not be liable to you or to any third party for any such modification, editing, deletion, suspension or discontinuance of this Site.
21) WAIVER. Our failure at any time to require performance of any provision of these Terms or to exercise any right provided for herein will not be deemed a waiver of such provision or such right. All waivers must be in writing. Unless the written waiver contains an express statement to the contrary, no waiver by Castello of any breach of any provision of these Terms or of any right provided for herein will be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right under these Terms.
22) SEVERABILITY. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of these Terms will remain in full force and effect.
23) GOVERNING LAW, JURISDICTION AND VENUE. YOU AGREE THAT ALL MATTERS RELATING TO YOUR ACCESS TO OR USE OF CASTELLOKNOWSRETAIL.COM AND ALL MATTERS ARISING OUT OF OR RELATED TO YOUR USE OF CASTELLOKNOWSRETAIL.COM, INCLUDING ALL DISPUTES, WILL BE GOVERNED BY THE LAWS OF THE STATE OF MINNESOTA, UNITED STATES OF AMERICA, WITHOUT REGARD TO MINNESOTA'S CHOICE OF LAW PRINCIPLES. YOU FURTHERMORE AGREE THAT THE EXCLUSIVE FORUM AND VENUE FOR ANY LEGAL ACTION ARISING OUT OF OR RELATED TO THE USE OF CASTELLOKNOWSRETAIL.COM SHALL BE THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MINNESOTA, AND YOU SUBMIT TO THE PERSONAL JURISDICTION OF THAT COURT. IF SUBJECT MATTER JURISDICTION (INCLUDING DIVERSITY JURISDICTION) DOES NOT EXIST IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MINNESOTA, THEN THE EXCLUSIVE FORUM AND VENUE FOR ANY SUCH ACTION SHALL BE THE COURTS OF THE STATE OF MINNESOTA LOCATED IN DAKOTA COUNTY, AND YOU SUBMIT TO THE PERSONAL JURISDICTION OF THOSE COURTS. REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO USE OF THIS SITE OR THESE TERMS OF SERVICE MUST BE FILED WITHIN ONE YEAR AFTER THAT CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.
24) INDEMNITY. You agree to indemnify and hold Castello, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of this Site in violation of these Terms and/or arising from a breach of these Terms and/or any breach of your representations and warranties set forth above and/or if any material that you post using this Site causes us to be liable to another. We reserve the right to defend any such claim, and you agree to provide us with such reasonable cooperation and information as we may request.
25) THESE TERMS MAY CHANGE. We reserve the right to update or modify these Terms at any time, without prior notice, by posting the revised version of these Terms to the Site. These changes will be effective as of the date we post the revised version on this Site. Your continued use of this Site after we have posted the revised Terms constitutes your agreement to be bound by the revised Terms.
26) ENTIRE AGREEMENT. These Terms (together with any click-through agreements applicable to you) contain the entire understanding and agreement between you and Castello with respect to this Site and your application and supersede all previous communications, negotiations, and agreements, whether oral, written, or electronic, between you and Castello with respect to this Site, your use of this Site, and your application.
27) WRITTEN COMMUNICATIONS. When using this Site or applying you accept that communication with us will be mainly electronic. We will contact you by email or provide you with information by posting notices on this Site. You are deemed to have knowledge and to have received any information that is provided to you on this Site or by email to an address you provided to us. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing.
28) TO CONTACT US. If you have any questions about these Terms, please contact us via e-mail at email@example.com, Attn: Customer Service.