Terms and Conditions

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PLEASE READ THESE TERMS OF SERVICE (THESE “TERMS”) OF CHRONUS CORPORATION, A WASHINGTON CORPORATION (THE “COMPANY”), CAREFULLY. BY ACCESSING OR USING THE WEB SITE LOCATED AT MENTOR.CHRONUS.COM (THE “HOME SITE”) OR ANY SUB-DOMAIN SITE CREATED THROUGH OR VIA THE HOME SITE (EACH, A “SUB-DOMAIN SITE,” AND TOGETHER WITH THE HOME SITE, THE “SITE” MADE AVAILABLE BY THE “SITE SPONSOR” WHO HAS ENTERED INTO AN AGREEMENT WITH THE COMPANY), YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH HEREIN AND ALL TERMS, POLICIES, GUIDELINES, AND DISCLOSURES INCORPORATED BY REFERENCE INTO THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THE SITE.

These Terms apply exclusively to your access to, and use of, the Site and the information and other services provided therein (collectively, the "Services"). These Terms do not alter in any way the terms or conditions of any other agreement you may have with the Company, or its subsidiaries or affiliates, for products, services, or otherwise. If you are using the Site on behalf of any entity, you represent and warrant to the Company that you are authorized to accept these Terms on such entity's behalf, and that such entity agrees to indemnify you and the Company for violations of these Terms.

THE COMPANY HEREBY RESERVES THE RIGHT TO CHANGE OR MODIFY ANY OF THE TERMS AND CONDITIONS SET FORTH IN THESE TERMS OR ANY POLICY OR GUIDELINE OF THE SITE, AT ANY TIME AND IN ITS SOLE DISCRETION. ANY CHANGES OR MODIFICATION WILL BE EFFECTIVE IMMEDIATELY UPON POSTING OF THE REVISIONS ON THE SITE, OR BY SENDING YOU A NOTICE VIA EMAIL OR POSTAL MAIL. YOUR VIEWING THE SITE OR CONTINUED USE OF ANY PART OF THIS SITE OR THE SERVICES FOLLOWING THE POSTING OF ITS CHANGES OR MODIFICATIONS WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS. THEREFORE, YOU SHOULD FREQUENTLY REVIEW THESE TERMS AND APPLICABLE POLICIES FROM TIME TO TIME TO UNDERSTAND THE TERMS AND CONDITIONS THAT APPLY TO YOUR USE OF THE SITE AND THE SERVICES. IF YOU DO NOT AGREE TO THE AMENDED TERMS, YOU MUST STOP USING THE SITE AND THE SERVICES. YOU SHALL BE RESPONSIBLE FOR REVIEWING AND BECOMING FAMILIAR WITH ANY SUCH CHANGES OR MODIFICATIONS. SUCH CHANGES AND MODIFICATIONS WILL BE EFFECTIVE UPON FIRST POSTING OR NOTIFICATION, AS APPLICABLE.

All other questions or comments about the Site or its contents should be directed to customercare@chronus.com.

You hereby agree to receive messages from the Company regarding updates, new features, new programs, etc. regarding the Site and the Services.

1. Privacy Policy
Please refer to our Privacy Policy (the "Privacy Policy"). For information on how the Company collects, uses and discloses personally identifiable information from its users. The Privacy Policy is hereby incorporated by this reference into these Terms.

2. Copyright and Limited License
Unless otherwise indicated, the Site and all content and other materials on the Site, including, without limitation, the Company logo, and all designs, text, graphics, pictures, reviews, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, the "Site Materials") are the proprietary property of Company or its licensors or users and are protected by U.S. and international copyright laws.

You are granted a limited, non-sub licensable, non-transferable, and non-assignable license to access and use the Site and electronically copy, (except where prohibited without a license) and print to hard copy portions of the Site Materials for your informational, non-commercial, and personal use only. Such license is subject to these Terms and does not include or authorize, and you agree to refrain from: (a) any resale or commercial use of the Site or the Site Materials therein; (b) the collection and use of any user listings, pictures, profiles, ratings, or descriptions; (c) the distribution, public performance, or public display of any Site Materials, (d) modifying or otherwise making any derivative uses of the Site and the Site Materials, or any portion thereof; (e) use of any data mining, robots, or similar data gathering or extraction methods; (f) downloading (other than the page caching) of any portion of the Site, the Site Materials or any information contained therein, except as expressly permitted on the Site; (g) any use of the Site or the Site Materials other than for its intended purpose; (h) decompiling, disassembling, reverse engineering, or otherwise attempting to derive the source code for the Site or any software associated with the Site; and (i) altering or removing any copyright, trademark, or other protective notices contained in or on any portion of the Site. Any use of the Site or the Site Materials other than as specifically authorized herein, without the prior written permission of Company, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication, or otherwise. This license is revocable at any time.

3.Confidentiality
You agree that all information about the Site and the Services, including without limitation any comments, ideas or other Feedback (collectively the "Feedback") you provide to Company regarding the Site or the Services, shall be treated as confidential information of the Company (the "Confidential Information"). You agree not to use the Confidential Information in any manner, except for your personal use for the sole purpose of using the Site and the Services as contemplated in these Terms, and you agree to prevent and protect the Confidential Information, or any part thereof, from disclosure to any person. You further agree to take all steps reasonably necessary to protect the secrecy of the Confidential Information and to prevent the Confidential Information from falling into the public domain or into the possession of unauthorized persons. All Confidential Information shall remain the sole property of the Company, and the Company may use such Confidential Information for any purpose without any obligation to you.

4. Feedback
You agree to promptly report to the Company any failure of the Site and the Services to perform in accordance with applicable documentation, and you will provide such other information and Feedback relating to the Site and the Services as requested. You hereby assigns to the Company all right, title, and interest you may have in and to all Feedback.

5. Repeat Infringer Policy
In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable laws, the Company has adopted a policy of terminating, in appropriate circumstances and at Company's sole discretion, subscribers or account holders who are deemed to be repeat infringers. The Company may also at its sole discretion limit access to the Site and the Services and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

6. Copyright Complaints
If you believe that any material on the Site infringes upon any copyright which you own or control, you may file a notification of such infringement with our Designated Agent as set forth below.

Name of Agent Designated to Receive Notification of Claimed Infringement: Vellore Vetrivelkumaran

Full Address of Designated Agent to Which Notification Should be Sent: 8201 164th Ave NE Suite 200
Redmond, WA 98052

E-Mail Address of Designated Agent: designatedagent@chronus.com

We may give notice of a claim of copyright infringement to our users by means of a general notice on the Site, electronic mail to a user's email address in our records.

7. Trademarks
"Chronus," "Mentor," the Company logo and any other logo or service name or slogan contained in the Site are trademarks of the Company and its suppliers or licensors, and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the Company or the applicable trademark holder. You may not use any metatags or any other "hidden text" utilizing "Chronus Mentor" or any other name, trademark, or product or service name of Company without our prior written permission. In addition, the look and feel of the Site, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark, and/or trade dress of Company and may not be copied, imitated, or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names, and company names or logos mentioned in the Site are the property of their respective owners.

8. Hyperlinks
You are granted a limited, non-exclusive right to create a text hyperlink to the Site for noncommercial purposes, provided such link does not portray the Company, the Site, the Services, or any of the Company’s other products and services, in any misleading, derogatory, or otherwise defamatory manner and provided further that the linking site does not contain any adult or illegal material or any material that is offensive, harassing, or otherwise objectionable. This limited right may be revoked at any time. You may not use a Company logo or other proprietary graphic of the Company to link to this Site without the express written permission of the Company. Further, you may not use, frame, or utilize framing techniques to enclose any Company trademark, logo, or other proprietary information, including the images found at the Site, the content of any text or the layout/design of any page or form contained on a page on the Site without Company's express written consent. Except as noted above, you are not conveyed any right or license by implication, estoppel, or otherwise in or under any patent, trademark, copyright, or proprietary right of Company or any third party.

The Company makes no claim or representation regarding, and accepts no responsibility for, the quality, content, nature, or reliability of third-party Web sites accessible by hyperlink from the Site, or Web sites linking to the Site. Such sites are not under the control of the Company, and the Company is not responsible for the contents of any linked site or any link contained in a linked site, or any review, changes, or updates to such sites. The Company provides these links to you only as a convenience, and the inclusion of any link does not imply affiliation, endorsement, or adoption by Company of any site or any information contained therein. When you leave the Site, you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site.

9. Disclaimers
THE SITE, THE SITE MATERIALS, AND THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AS TO THE INFORMATION, CONTENT, AND MATERIALS ON THE SITE. THE COMPANY DOES NOT REPRESENT OR WARRANT THAT THE SERVICES OR THE SITE MATERIALS, INCLUDING THE INFORMATION AVAILABLE ON OR OBTAINED THROUGH THE SITE, ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. THE COMPANY HEREBY DISCLAIMS ANY OBLIGATION TO KEEP CURRENT SUCH INFORMATION. COMPANY DOES NOT REPRESENT OR WARRANT THAT THE SITE OR ITS SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
You agree to be solely responsible for your use of the Site, the Site Materials, and the Services.

THE COMPANY IS NOT RESPONSIBLE FOR ERRORS OR OMISSIONS IN ANY INFORMATION OR MATERIALS CONTAINED ON OR OBTAINED THROUGH THE SITE. WHILE THE COMPANY ATTEMPTS TO MAKE YOUR ACCESS AND USE OF THE SITE SAFE, THE COMPANY CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SITE OR ITS SERVER(S), OR ANY CONTENT OR MATERIALS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; THEREFORE, YOU SHOULD USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES, SPYWARE, MALWARE, AND OTHER HARMFUL OR OTHERWISE UNDESIRABLE COMPONENTS FROM ANY DOWNLOAD.

The Company reserves the right to change any and all content contained in the Site and any Services offered through the Site at any time without notice.

10. Limitation of Liability
IN NO EVENT SHALL THE COMPANY OR ANY OF ITS AFFILIATES, INDEPENDENT CONTRACTORS, SERVICE PROVIDERS, OR CONSULTANTS, OR ANY OF THEIR RESPECTIVE DIRECTORS, EMPLOYEES AND AGENTS, BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY RELATED TO OR CONNECTED WITH ANY USE OF THE SITE, THE SERVICES, THE CONTENT, THE SITE MATERIALS, OR ANY OF THE OTHER MATERIALS CONTAINED IN OR ACCESSED THROUGH THE SITE, INCLUDING WITHOUT LIMITATION ANY DAMAGES, LOSS, OR INJURY CAUSED BY OR RESULTING FROM RELIANCE BY USER ON ANY INFORMATION OBTAINED FROM THE COMPANY, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION, OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO COMPANY'S RECORDS, PROGRAMS, OR SERVICES. THE AGGREGATE LIABILITY OF COMPANY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY, OR OTHER THEORY, ARISING OUT OF OR RELATING IN ANY MANNER TO THE USE OF THE SITE OR THE SITE MATERIALS, SHALL NOT EXCEED ANY COMPENSATION YOU PAY, IF ANY, TO COMPANY FOR ACCESS TO OR USE OF THE SITE OR THE SERVICES.

11. Third Party Content
The Company or users may provide links to Web pages and content of third parties as a service to those interested in such links and content, and the Company may post third party content or allow users to post their content or third party content to the Site (such content is collectively referred to as "Third Party Content"). The Company does not monitor or have any control over any Third Party Content or third party Web sites. The Company does not endorse or adopt any Third Party Content or third party Website and can make no guarantee as to its accuracy or completeness. Company does not represent or warrant the accuracy of any information contained therein and undertakes no responsibility to update or review any Third Party Content or third party Websites. Users use these links, Third Party Content, and third party Websites at their own risk.

12. Third Party Advice and Services
The Site may contain advice provided by third parties ("Third-Party Advice") and may also provide information regarding or link to certain applications and services provided or offered by third parties (collectively the "Third-Party Services"). Company is not a referral service, and it does not recommend or endorse any such Third-Party Advice or Third-Party Services or monitor or have any control over such Third-Party Advice or Third-Party Services. Therefore, the Company makes no guarantee, representation, or warranty of any kinds as to the quality, competency, value, reliability, responsiveness, safety effectiveness, accuracy, or completeness of any such Third-Party Advice or Third-Party Services or the results obtained therefrom, and Company assumes no responsibility or liability for any Third-Party Advice or Third-Party Services or for the actions or failure to act of those providing such Third-Party Advice or Third-Party Services. You assume full responsibility for your use of any such Third-Party Advice or Third-Party Services, and Company is not responsible or liable for any Third-Party Advice or Third-Party Services.

13. Submissions
For the sake of clarity, the following categories of content will be used in these Terms:

  • "Posted Content" means any materials, whether created by you or a third party, questions, comments, reviews, suggestions, ideas, plans, notes, original, or creative materials), or other information regarding the Site, the Services, or the Company provided by you in the form of email, upload to the Site, or other submissions to the Company. Posted Content is a superset which includes the following subsets: User Created Content (as defined below), Third Party Content (as defined below), and Mentor-Mentee Content (as defined below).

  • "User Created Content" means any Posted Content created by a user (and not created by a third party) that is not Mentor-Mentee Content or Third Party Content,[including but not limited to profile data and contact information (to the extent posted other than in a confidential area for Mentor-Mentee interaction).] .

  • "Third Party Content" means any Posted Content created by a third party that is not Mentor-Mentee Content or User Created Content.

  • "Mentor-Mentee Content" means any Posted Content that is interaction data between a Mentor and Mentee on the Site that are posted in areas clearly marked as confidential areas for Mentor-Mentee interaction,[including but not limited to profile data and contact information (to the extent posted in a confidential area for Mentor-Mentee interaction).] ,

You acknowledge and agree that all Posted Content will be kept confidential by the Company and is governed by the following ownership and usage rules; provided, however, that (a) Feedback will be governed by Sections 3 and 4 above and will not be deemed Posted Content; (b) User Created Content and Third Party Content may be used by the Company in accordance with the license grant below if and only if the user posting such User Created Content has granted its consent to the Company; and (c) Mentor-Mentee Content is confidential information which the Company will keep strictly confidential and will not be shared with third parties except to the extent reasonably necessary to diagnose and resolve defects or errors in the Site or the Services or to comply with applicable laws. The Company does not claim ownership of the Posted Content you place on the Site. By uploading, submitting, or otherwise disclosing or distributing Posted Content, you:

  • Grant to the Company, its affiliates, and their assignees the perpetual, irrevocable, fully assignable, non-exclusive, royalty-free right to use, reproduce, display, perform, adapt, modify, distribute, make derivative works of, and otherwise exploit such User Created Content, Third Party Content, in each case if and only if the user posting such User Created Content or Third Party Content has granted the Company its consent; and

  • Represent and warrant to the Company that you own or otherwise control all required legal rights to such User Created Content and Third Party Content, (including the ability to grant the Company this license) and that disclosure and use of such User Created Content and Third Party Content will not infringe or violate the rights of any third party.

You acknowledge and agree that you are aware that the Company or the Administrator of your Chronus program may access otherwise private Mentor-Mentee areas on the Site to prevent abuse or potential liability.

You acknowledge that the Company does not pre-screen Posted Content, but that the Company and its designees shall have the right (but not the obligation) in their sole discretion to remove or block access to any Posted Content that is available via the Service. Without limiting the foregoing, the Company and its designees shall have the right to remove any Posted Content that violates these Terms or is otherwise objectionable (in the Company’s sole discretion). You agree that you must evaluate, and bear all risks associated with, the use of any Posted Content, , including any reliance on the accuracy, completeness, or usefulness of such Posted Content. You agree that the Company may create and analyze and use usage data as long as no personal information is revealed to any third party in the course of such creation and analysis.

14. Posted Content and Interactive Services or Areas
The Site includes areas in which users may post Posted Content, and may include other interactive areas or services in which you or third parties may create, post, modify or store information, content, materials or other items on the Site (the "Interactive Areas"). You are solely responsible for your use of such Interactive Areas and use them at your own risk. By using the Site or the Services, you agree not to post, upload to, transmit, distribute, store, create, or otherwise publish through the Site any of the following:

  1. Posted Content that is false, misleading, unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent, or otherwise objectionable;
  2. Posted Content that would constitute, encourage, or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national, or international law;
  3. Posted Content that may infringe any patent, trademark, trade secret, copyright, or other intellectual or proprietary right of any party. By posting any Posted Content, you represent and warrant that you have the lawful right to distribute and reproduce such Posted Content as provided under these Terms;
  4. Posted Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
  5. Unsolicited promotions, political campaigning, advertising, or solicitations, including without limitation any advertisements for coaching services, coaching service providers, or coach referral services;
  6. Private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers, and credit card numbers;
  7. Viruses, spyware, malware, corrupted data, or other harmful, disruptive or destructive files; and
  8. Posted Content that, in the sole judgment of the Company, is objectionable or which restricts or inhibits any other person from using or enjoying the Interactive Areas or the Site, or which may expose the Company or its users to any harm or liability of any type.

THE Company HEREBY DISCLAIMS ANY responsibility and assumes no liability for any POSTED Content posted, stored, or uploaded by you or any third party, or for any loss or damage thereto, nor is Company liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography, or profanity you may encounter. Your use of the Site and the Interactive Areas is at your own risk. As a provider of interactive services, Company is not liable for any statements, representations or POSTED Content provided by its users in any review, rating, forum, or other Interactive Area. Although Company has no obligation to screen, edit, or monitor any of the POSTED Content posted on the Site, THE Company reserves the right, and has absolute discretion, to remove, screen, or edit any POSTED Content posted or stored on the Site at any time and for any reason without notice. Any use of the Interactive Areas or other portions of the Site in violation of the foregoing violates these Terms and may result in, among other things, termination or suspension of your rights to use the Interactive Areas and/or the Site AND THE SERVICE.

WE DO NOT CONDUCT BACKGROUND CHECKS OR OTHERWISE SCREEN THE MEMBERS REGISTERING TO THE SERVICES IN ANY WAY. AS A RESULT, THE COMPANY HEREBY DISCLAIMS ANY LIABILITY FOR ANY DAMAGES, DIRECT, INDIRECT, INCIDENTAL, AND/OR CONSEQUENTIAL, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SITE OR THE SERVICES, INCLUDING, WITHOUT LIMITATION, DAMAGES ARISING OUT OF COMMUNICATING AND/OR MEETING WITH OTHER MEMBERS OF THE SERVICES OR INDIVIDUALS INTRODUCED TO YOU VIA THE SERVICES. SUCH DAMAGES INCLUDE, WITHOUT LIMITATION, PHYSICAL DAMAGES, BODILY INJURY, AND OR EMOTIONAL DISTRESS AND DISCOMFORT. USERS ASSUME ALL RISK OF SUCH DAMAGES, IF ANY, THAT OCCUR AS A RESULT OF SUCH DAMAGES MEETING WITH OTHER MEMBERS OF THE SERVICES OR THE SITE OR INDIVIDUALS INTRODUCED TO YOU VIA THE SERVICES OR THE SITE FOR ANY REASON, INCLUDING, BUT NOT LIMITED TO WEATHER, CONDITION OF PREMISES, NEGLIGENT, GROSSLY NEGLIGENT, RECKLESS, OR INTENTIONAL ACTS OR OMISSIONS OF MEMBERS OF THE SERVICE, INDIVIDUALS INTRODUCED TO YOU VIA THE SERVICES OR THE SITE, OR OTHER THIRD PARTIES.

15. Eligibility
This Site and the Services are intended solely for users who are thirteen (13) years of age or older. Any registration by, use of or access to the Site by anyone under 13, is unauthorized, unlicensed and in violation of these Terms. By using the Services or the Site, you represent and warrant to the Company that you are 13 or older and that you agree to and to abide by all of these Terms.

16. Registration Data; Account Security
In consideration of your use of the Site, you agree to (a) provide accurate, current, and complete information about you as may be prompted by any registration forms on the Site ("Registration Data"); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to Company, to keep it accurate, current, and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to the Company. In addition, you agree not to access or use, or attempt to access or use, the Site or the Service or any part thereof using the identity or the Registration Data of any person other than you. The Company may terminate your account and your use of the Site and/or Services if you breach your obligations set forth in this Section 16.

17. Indemnification
You agree to defend, indemnify, and hold harmless Company, its affiliates, independent contractors, service providers, and consultants, and each of their respective directors, employees, and agents, from and against any claims, damages, costs, liabilities, and expenses (including, but not limited to, reasonable attorneys' fees) arising out of or related to any Posted Content you post, store, or otherwise transmit on or through the Site or your use of or inability to use the Site or the Services, including without limitation any actual or threatened suit, demand, or claim arising out of or relating to the Posted Content, your conduct, your violation of these Terms, or your violation of the rights of any third party.

18. Applicable Law and Venue
These Terms and your use of the Site shall be governed by and construed in accordance with the laws of the State of Washington applicable to agreements made and to be entirely performed within the State of Washington (even if your use is outside of the State of Washington), without resort to its conflict of law provisions. You agree that with respect to any disputes or claims not subject to arbitration (as set forth below), any action at law or in equity arising out of or relating to the Site or these Terms shall be filed only in the state and federal courts located in King County, Washington, and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts.

19. Arbitration
You and Company agree that except as otherwise specifically provided in this paragraph, any controversy or claim arising out of or relating in any way to these Terms, or the breach thereof , or to the Site and/or the Services shall be settled exclusively by arbitration administered by the American Arbitration Association (the "AAA") in accordance with its Commercial Arbitration Rules and, in the case of consumer disputes, with the AAA's Supplementary Procedures for Consumer Related Disputes (collectively, the "AAA Rules"), and that judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, to the extent that either of us has in any manner infringed upon or violated or threatened to infringe upon or violate the other party's patent, copyright, trademark or trade secret rights, or you have otherwise violated any of the user conduct rules set forth above, then the parties acknowledge that arbitration is not an adequate remedy at law and that without waiving any remedy under these Site Terms, injunctive, or other appropriate relief may be sought from any court specified in Section 18 (above). The place of arbitration and the allocation of costs and fees for such arbitration shall be determined in accordance with such AAA Rules. To the fullest extent permitted by applicable law, no arbitration or claim shall be joined to any other arbitration or claim, and no class arbitration proceedings shall be permitted. In no event shall any claim, action or proceeding by you related in any way to the Site be instituted more than two (2) years after the cause of action arose. In the event that any term of this Section 19 (Arbitration) is held to be in conflict with a mandatory provision of applicable law, such conflicting term shall be modified automatically to comply with such provision and the remainder of this Section 19 shall not be affected.

20. Severability
If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

21. Reservation of Rights
The Company hereby reserves all rights with respect to the Site and the Services not expressly granted herein.

22. Modification and Termination
You agree that the Company may, in its sole discretion and without notice, (a) terminate your password, your license to use the Site, your use of the Services, the Site or use of any other aspect of the Services; (b) block or prevent your access to and use of the Site; and (c) remove and discard any Posted Content within the Services or the Site; in each case for any reason, including, without limitation, for lack of use or if the Company believes that you have violated or acted inconsistently with the letter or spirit of these Terms. The Company may also, in its sole discretion and at any time, discontinue providing or modify the Site or the Services, or any part thereof, with or without notice. You agree that any termination of your access to the Site or the Services under any provision of these Terms may be effected without prior notice, and you acknowledge and agree that The Company may immediately deactivate or delete your pages on the Site and all related information and files in your pages on the Site and/or bar any further access to such files or the Services. Further, you agree that the Company shall not be liable to you or any third-party for any modification of the Service termination of your access to the Site or the Services.

23. Proprietary Rights
You agree that all content and materials delivered via the Services or otherwise made available by the Company are protected by copyrights, trademarks, service marks, patents, trade secrets, or other proprietary rights and laws. Except as expressly authorized by the Company in writing, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from such materials or content. However, you may print or download a reasonable number of copies of the materials or content at the Site for your internal business purposes; provided, however, that you retain all copyright and other proprietary notices contained therein. Systematic retrieval of data or other content from the Site to create or compile, directly or indirectly, a collection, database or directory without written permission from the Company is prohibited. Any third party that contacts our users for commercial reasons, including to sell them products or services, is in violation of these terms and each individual violation is subject to $3,000 in penalties per instance.

Reproducing, copying, or distributing any content, materials, Site Materials, or design elements on the Site for any use or purpose not expressly permitted by these Terms is strictly prohibited without the express prior written permission of the Company. Any rights not expressly granted herein are reserved.

You acknowledge and agree that the Services and any necessary software used in connection with the Service ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. The Company hereby grants you a personal, non-transferable, and non-exclusive right and license to use the object code of its Software on a single computer; provided, however, that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in, or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Service. You agree not to access the Services by any means other than through the interface that is provided by the Company for use in accessing the Services. The Company hereby reserves all rights not otherwise expressly granted in this Section 23.

24. Exclusions and Limitations
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

25. Violations
Please report any violations of the Terms to us at customercare@chronus.com.

26. Supremacy
In the event of any conflict of terms and conditions between these Terms and the terms of any agreement between SITE SPONSOR and its users, the term and conditions of these Terms will prevail.