Sales Terms and Conditions

Click to acknowledge that you have read, had the opportunity to ask questions, and understand and agree to the following CSIA Terms of Sale and CSIA’s Privacy Policy and Terms of Use. Agreeing to these Terms of Sale is required to transact business with Control System Integrators Association (“CSIA”, “we” or “us” ).  These Terms of Sale shall exclusively govern all transactions between you and CSIA, except only for written exceptions, if any, specifically approved by an authorized representative of CSIA in their sole discretion.

CSIA TERMS OF SALE

You (referred to herein as “Subscriber” or “you”), as a Subscriber, are permitted to access the website (www.csiaexchange.com) (the “Site”) and hereby intend to access certain services offered to Subscribers including, without limitation, the ability to update and maintain Subscriber’s profile information on the Site, respond to communications directed to Subscriber and such other services that CSIA may offer to Subscribers from time to time (collectively, the “Services”).  Your transactions with CSIA are governed by CSIA’s Terms of Use, Privacy Policy, and the following terms and conditions of sale (“Terms of Sale”).  CSIA’s agreement to transact with you is expressly subject to your agreement to all of the foregoing terms without modification.

CSIA reserves the right to change these Terms of Sale at any time, effective immediately upon posting on our Sites. If you violate these Terms of Sale, CSIA may terminate your use of the Sites, bar you from future use of the Sites or take appropriate legal action against you.

Access to the Site and Services

CSIA grants Subscriber access to and use the Site and Services in accordance with these Terms of Sale.  Subscriber access to Services shall vary according to the type of subscription (“Subscriber Level”) of such Subscriber.  Access and features of each Subscriber Level are described here, which Subscriber acknowledges are subject to change at any time in CSIA’s sole discretion.

Pricing and Payment

Subscriber agrees to pay the amounts (the “Subscription Prices”) set forth here. Subscription Prices are stated exclusive of any sales, use, value-added or transfer taxes, which shall be Subscriber’s sole responsibility to the extent applicable.

Subscription Prices shall be paid in full prior to Subscriber gaining access to the Services available to the corresponding Subscriber Level.

Warranty

THE SITE AND SERVICES ARE PROVIDED “AS IS” AND CSIA DISCLAIMS ALL OTHER WARRANTIES AND REMEDIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THAT THE SITE OR SERVICES WILL BE ERROR-FREE OR ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT.

Access to Services and Site

Permitted Uses.  Subscriber may, at its discretion, use the Services and Site to submit, transmit or otherwise convey  information, responses, promotions, writings or other materials related to Subscriber (collectively, “Subscriber Content”) in accordance with the terms and conditions contained herein.

Restrictions.  Except as expressly provide herein, You may not access, reproduce, duplicate, copy, sell, re-sell, visit or otherwise exploit the Site (or any of the content therein) or Services for any commercial or other purpose, without the express written consent of CSIA.  Subscriber shall not use or cause any robot, bot, spider, other automatic device, or computer program routine or manual process to monitor, duplicate, take, obtain, transfer, modify, use, reproduce, aggregate or copy CSIA content, Subscriber Content (including Subscriber profiles) or any other content contained on the Site or any other publication of CSIA.  Subscriber shall not use or cause any device, software, or routine to interfere or attempt to interfere with the proper working of the Site.

Subscriber Content shall not contain any unauthorized content which includes but is not limited to:

              a.   Offensive, harmful and/or abusive language, including without limitation: expletives, profanities, obscenities, harassment, vulgarities, sexually explicit language and hate speech (e.g., racist/discriminatory speech.);

              b.   Comments with no qualitative value as determined by CSIA in its sole discretion;

              c.   Content that contains personal attacks or describes physical confrontations and/or sexual harassment;

              d.   Messages that are inappropriate based on the applicable subject matter;

              e.   Language that violates the standards of good taste or the standards of the Site, as determined by CSIA in its sole discretion;

              f.    Content determined by CSIA, in its sole discretion, to be illegal, or to violate any federal, state, or local law or regulation or the rights of any other person or entity;

              g.   Language intended to impersonate other persons or Subscribers (including names of other individuals) or to be offensive or inappropriate user names or signatures; and/or

              h.   Content that is encrypted or that contains viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, interfere with, intercept or appropriate any system, data or personal information.

Subscriber acknowledges and agrees that CSIA in its sole discretion may remove without notice any Subscriber Content or any portion thereof that CSIA believes violates the foregoing.

Reservation of Intellectual Property Rights.   These Terms of Sale do not grant Subscriber any rights, implied or otherwise, to CSIA’s or any third person’s Intellectual Property Rights.  Nothing in these Terms of Sale constitutes a waiver of the rights of any party under U.S. copyright law or any other federal or state law pertaining to the Site (or and content contained therein) or Services and Subscriber shall not remove any such copyright notice on any such content.  You agree that you will not, directly or indirectly, reverse engineer, decompile or reproduce any content or intellectual property of CSIA or any other party, including but not limited to their respective software, data, confidential information, and trade secrets.  As used herein, “Intellectual Property Rights” means current and future worldwide rights under patent law, copyright law, trade secret law, trademark law, moral rights law, and other similar rights.

Subscriber Representations and Warranties

Subscriber hereby represents and warrants to CSIA that (a) all information provided to CSIA by Subscriber is true, complete and accurate in all respects, (b) Subscriber is authorized to submit information and Subscriber Content to CSIA, and (c) that all materials of any kind submitted by you through the Site or for inclusion on the Site, including, without limitation the Subscriber Content, will not plagiarize, violate or infringe upon the rights of any third-party including trade secret, copyright, trademark, trade dress, privacy, patent or other personal or proprietary rights.  By requesting or accessing any marketing materials, samples or Services you represent and warrant that you are not a competitor of CSIA or an agent thereof.  CSIA is authorized by Subscriber to rely upon the truthfulness, completeness and accuracy of Subscriber Content in all respects.

Termination

CSIA may suspend, restrict or terminate this Agreement and Subscriber's use of the Services or any portion thereof, for its convenience, by notice to Subscriber. No refunds of the Subscription Prices shall be given to any Subscriber.

Any provision set forth herein that, by its nature, should survive termination of these Terms of Sale, will survive termination of this these Terms of Sale indefinitely (or for such shorter period as may be allowed under applicable law).

Disclaimer

By using the Services, Subscriber agrees that it is solely Subscriber's responsibility to evaluate Subscriber's risks associated with the use, accuracy, usefulness, completeness, appropriateness or legality of any information, responses, writings or other materials that Subscriber submits, transmits or otherwise conveys through the Services or Site (collectively, "Subscriber Content").  Under no circumstances will CSIA be liable in any way for any Subscriber Content including, but not limited to, any Subscriber Content that contains, errors, omissions or defamatory statements, or for any loss or damage of any kind incurred as a result of the use of any Subscriber Content submitted, accessed, transmitted or otherwise conveyed via the Services, Site or otherwise.  Subscriber acknowledges and agrees that CSIA does not have any duty or obligation to investigate the accuracy of any Subscriber Content or the quality of the work performed by Subscriber or any other Subscriber using the Site or Services. 

Subscriber hereby waives any claims, rights or actions that it may have against CSIA or any of its affiliates or subsidiaries with respect to any Subscriber Content and releases CSIA and each of its affiliates and subsidiaries from any and all liability for or relating to Subscriber Content.

THE SITE AND SERVICES, INCLUDING ANY CONTENT OR INFORMATION CONTAINED THEREIN, ARE PROVIDED “AS IS” WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.  YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE AND SERVICES AND ANY INFORMATION RECEIVED THEREIN. 

CSIA FURTHER DOES NOT WARRANT THE QUALITY, VALIDITY, ACCURACY OR COMPLETENESS OF INFORMATION OR THAT THE FUNCTIONS CONTAINED ON THE SITE OR OFFERED IN CONNECTION WITH THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS OR INACCURACIES WILL BE CORRECTED.  CSIA MAKES NO COMMITMENT TO UPDATE ITS SERVICES OR TO MAKE ANY NOTIFICATION OF CHANGES.  INFORMATION PUBLISHED BY CSIA OR PROVIDED IN CONNECTION WITH THE STRIVE SERVICES MAY REFER TO PRODUCTS, PROGRAMS OR SERVICES THAT ARE NOT AVAILABLE. 

Limitation of Liability

CSIA SHALL NOT BE LIABLE UNDER OR IN CONNECTION WITH THE SERVICES PROVIDED UNDER THESE TERMS OF SALE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, LIQUIDATED, SPECIAL OR EXEMPLARY DAMAGES OR PENALTIES, INCLUDING WITHOUT LIMITATION, (i) THE USE OR INABILITY TO USE THE SERVICES; (ii) DISCLOSURE OF, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR INFORMATION OR SUBSCRIBER CONTENT; (iii) SUBSCRIBER CONTENT SUBSCRIBER MAY SUBMIT, RECEIVE, ACCESS, TRANSMIT OR OTHERWISE CONVEY THROUGH THE SERVICES OR THESE TERMS OF SALE; (iv) STATEMENTS OR CONDUCT OF ANY MEMBER OR OTHER THIRD PARTY THROUGH THE SERVICES; (v) ANY OTHER MATTER RELATING TO THE SERVICES; OR (vi) ANY BREACH OF THESE TERMS OF SALE BY CSIA OR THE FAILURE OF CSIA TO PROVIDE THE SERVICES UNDER THESE TERMS OF SALE; LOSSES OF BUSINESS, REVENUE OR ANTICIPATED PROFITS, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE OR THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.  NOTWITHSTANDING ANY CONTRARY TERM HEREIN, SUBSCRIBER AGREES THAT CSIA SHALL NOT BE HELD LIABLE FOR ANY AMOUNT IN EXCESS OF THE AGGREGATE SUM OF ALL PAYMENTS MADE BY SUBSCRIBER TO CSIA DURING THE 12-MONTH PERIOD ENDING ON THE DATE ANY SUCH LIABILITY ARISES.

Indemnification

Subscriber agrees to indemnify and hold CSIA and each of its affiliates and subsidiaries and their respective owners, managers, officers, employees, agents or representatives harmless from and against any action, claim, cause of action demand suit or proceeding made by any third party and all damages, losses, costs and expenses (including, but not limited to reasonable attorneys’ fees and costs of investigation) arising out of or related to Subscriber’s use of the Site or Services or violation of the terms and conditions of these Terms of Use.

Force Majeure

CSIA will not be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, unusually severe weather conditions and Internet disturbance) that is beyond its commercially reasonable control.

Publicity

You agree not to issue or release any announcement, statement, press release or other publicity or marketing materials relating to these Terms of Sale or any transactions with CSIA without the specific prior written consent of an authorized representative of CSIA.

Relationship of the Parties

The relationship between you and CSIA is that of independent contractors.  Nothing in these Terms of Sale or the course of transacting between you and CSIA shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between you and CSIA, and neither of you or CSIA shall have authority to contract for or bind the other in any manner whatsoever.

Notices to CSIA

All notices, requests, questions and other communications to CSIA regarding these Terms of Sale or any transaction conducted under them shall be in writing and addressed as follows:

CSIA

22 N. Carroll St., Suite 300

Madison, WI 53703

Facsimile:  888-581-3666

E-mail:  lpatterson@controlsys.org

Attention:  Lynda J. Patterson, FASAE, CAE

Severability

If any term or provision of these Terms of Sale is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms of Sale or invalidate or render unenforceable such term or provision in any other jurisdiction.  Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify these Terms of Sale so as to effect the original intent herein as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby can be consummated as originally contemplated to the greatest extent possible.

Governing Law and Jurisdiction/Venue for Disputes

These Terms of Sale and all transactions hereunder shall be governed by and construed in accordance with the internal laws of the State of Wisconsin without giving effect to any choice or conflict of law provision or rule (whether of the State of Wisconsin or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Wisconsin.  Any legal suit, action or proceeding arising out of these Terms of Sale or any transactions hereunder shall be instituted exclusively in the courts of the State of Wisconsin sitting in Dane County and of the United States District Court of the Western District of Wisconsin, and any appellate court from any thereof, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. 

Any rights not expressly granted herein are reserved.

IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THESE TERMS OF SALE, YOU MUST NOT USE THE SERVICES.  BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THE TERMS AND CONDITIONS OF THESE TERMS OF SALE AND YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.