Agreement to Terms of Use

Last Updated April 5, 2023

These Terms of Use apply to the website of The CBE Group, Inc. (“Company”) at http://www.cbegroup.com/, and its various associated web pages, applications, and website-related services (the “Site”).

This Agreement governs the relationship between Company and the visitor of the Site (“You”) with respect to Your use of the Site. PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS SITE. BY USING THE SITE, YOU AGREE TO BE BOUND BY THESE TERMS OF USE WITHOUT MODIFICATION. IF YOU DO NOT AGREE, DO NOT ACCESS THE SITE AND IMMEDIATELY DISCONTINUE YOUR USE OF THE SITE.

Company may, at its sole discretion, change, update, add, or remove portions of this Agreement to Terms of Use, at any time by posting an amended Agreement on the Site. Any changes will be effective immediately upon posting. It is Your responsibility to check these Terms of Use periodically for updates. You will be able to determine if this Agreement has been changed since Your previous visit by viewing the “Last Updated” date that appears at the top of this Agreement. Your continued use of the Site following the posting of changes constitutes Your acceptance of the updated Agreement.

1. Access to Site

   Company reserves the right, in its sole and absolute unilateral discretion, to terminate, suspend or restrict Your access to the Site, without notice, in the event You violate any of these Terms of Use. We also reserve all remedies at law or in equity in connection with any violation of the Site Terms of use.

   Company also reserves the right, at any time, to modify or discontinue, temporarily or permanently, the Site (including any information or service offered therein) without notice. You agree that Company shall not be liable to You (or any third party or party acting on Your behalf) for any modification, suspension, or discontinuance of the Site or its services.

2. Intellectual Property & Proprietary Rights

   Materials published by Company on the Site may contain proprietary notices, information, products or services owned by Company, its affiliates, its licensors and/or third parties. Nothing contained herein shall be construed as granting to the user a license under any copyright, trademark, patent or other intellectual property right of Company or any third party. Company will not be responsible for any third-party material.

   The information contained on this Site is proprietary to Company and its providers and You hereby acknowledge and agree that Company and/or its providers own all legal right, title and interest in and to the information contained herein. Except as expressly authorized by Company, You shall not copy, distribute, transmit, display, perform or create derivative works of the Site or its information, provided that, subject to Your compliance with this Agreement, Company grants You a limited, personal, revocable, non-transferable and non-sub-licensable license to: (a) access the Site via the Internet solely for purposes of viewing such materials, and (b) print or save Site information for Your personal, non-commercial use. You may not provide this Site to third parties by way of sale, lease, license, assignment, file transfer, networking or other form of acquisition without the prior written consent of Company.

   All Company names, logos, service marks and designs are the marks or trademarks of Company, its affiliates, or third parties. Nothing contained herein shall be construed as granting (by implication, estoppel or otherwise) to the user of this Site any consent, waiver, license, or right to use, any copyright, trademark, service mark, patent or other intellectual property or other legal right of Company or any third party.

3. Privacy and Security

   Company respects Your right to the privacy of Your personal information, as stated in our Privacy Policy. Company’s Privacy Policy is incorporated into this Agreement by reference.

   Although Company strives to protect the personal information of Site users, You acknowledge and agree that there are security and privacy limitations beyond Company’s control. The security, integrity, and privacy of internet transmissions and information exchanged between Company and Site users cannot be fully guaranteed; You understand such transmissions and information may be intercepted, viewed, or tampered with in transit by a third party, even if encrypted.

   You agree to comply with any security processes and procedures (such as the use and confidentiality of passwords) specified by Company with respect to access to or use of this Site. Company agrees not to retain Your personal information for any other purposes than to fulfill the obligations of Company as set forth in these Terms of Use or our Privacy Policy. The obligations set forth in this Section shall survive termination of the Terms of Use.

4. Consent to Monitoring and Disclosure

   Company is under no obligation and does not assume any obligation to monitor the information included in, transmitted to, or made accessible via the Site. However, You agree that Company may monitor the Site in an effort to protect Site users and information of the Site and to comply with all applicable federal, state and/or local laws, rules and regulations. All information provided by the Company in connection with the Site that must be disclosed to any other person or entity to complete Your requested transaction will not be considered confidential for such limited purposes. Company shall be free to use, disclose and distribute such information to identified service providers, clients, and third parties without limitation in accordance with the confines of the law and as disclosed in our Privacy Policy.

5. Passwords

   In order to access certain features or Services offered on or through the Site, You may be required to create and access an account by entering a username and password. You shall hold Your username and password in strict confidence and take reasonable efforts to keep Your account information secure and confidential. Company is not liable for any losses arising from your failure to do so. Any activity that occurs within Your account as a result of Your failure to keep Your account information secure and confidential is Your responsibility, and You may be held liable for any loss incurred by Company or otherwise attributable to such failure, including unauthorized access to Your account. In the event You determine that the confidentiality of Your password or username has been breached, or suspect unauthorized use of Your account or account information, You shall immediately notify Company.

6. Site Rules of Conduct

   You agree to comply with all applicable laws, rules and regulations in accessing and/or using the Site and/or its services. Your use of the Site is additionally conditioned on Your compliance with the following rules of conduct. You agree not to:

   • Use the Site for any fraudulent or unlawful purpose.

   • Transmit unsolicited e-mail messages (“Spam”), or obtain the services of another provider to send Spam to promote a website hosted or otherwise accessible on or through the Site.

   • Impersonate any person or entity, including, but not limited to, any Site employee, agent or representative; falsely state or otherwise misrepresent Your identity or Your affiliation with any person or entity; or express or imply that we endorse any statement You make.

   • Intentionally interfere with or disrupt the operation of the Site.

   • Transmit or otherwise make available in connection with the Site any virus, worm, Trojan Horse or other harmful code.

   • Attempt to gain unauthorized access to the Site or its services or information, whether by hacking, password mining or any other means.

   • Test the vulnerability of the Site or any connected network to attempt to breach the security or authentication measures, without prior express written consent of Company.

   • Frame or mirror all or any part of the Site without our prior express written consent of Company.

   • Restrict or inhibit any other person from using the Site, including by means of hacking or defacing any portion of the Site.

   • Interfere with or violate any other Site visitor’s right to privacy or other rights, or harvest or collect personally identifiable information about Site visitors or users, or about our attorneys, other employees and representatives identified on the Site, without their express consent.

   • Sell, resell, transfer, license or exploit, for any commercial purposes, any use of or access to the Site or its services or information.

   • Modify, adapt, translate, reverse engineer, decompile or disassemble any portion of the Site.

7. Other Terms and Conditions

   Additional terms, conditions, and agreement may apply to or be required for your use of certain services and features offered via the Site, including making payments on your account, providing consents, etc., all of which terms are made a part of these Terms of Use by this reference. You agree to abide by such other terms and conditions as required (or where accepted by You when consent is not required), including where applicable representing that You are of sufficient legal age to use or participate in such service or feature. If there is a conflict between these Terms of Use and the terms posted for or applicable to a specific portion of or feature/service offered on the Site, the latter terms shall control with respect to your use of that portion of the Site or the specific feature/service at issue.

8. Indemnification

   You agree to protect, defend, indemnify and hold harmless Company and its officers, directors, employees, representatives and agents, from and against any and all claims, demands, actions, proceedings, judgments, damages, losses, liabilities and expenses (including, without limitation, attorneys’ fees and court costs) made against Company by any third party which may result or arise from, directly or indirectly, any breach by You of these Terms of Use or Your use of the Site.

9. Disclaimer and Limitation of Liability

   THE INFORMATION AND SERVICES PROVIDED ON THIS SITE ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF ACCURACY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR THE USE OF THE SITE AND THE APPLICATIONS, SERVICES, AND LINKS PROVIDED THEREIN.

   NO INFORMATION PROVIDED BY COMPANY AND/OR COMPANY’S EMPLOYEES OR ANY THIRD PARTY SHALL CREATE ANY WARRANTY. COMPANY DOES NOT WARRANT THAT THE INFORMATION OR SERVICES OFFERED ON THE SITE, LINKED

   WEBSITES, OR AS OTHERWISE ACCESSIBLE ON OR TRANSMITTED FROM THE SITE WILL BE UNINTERRUPTABLE OR ERROR FREE OR THAT ANY INFORMATION, SOFTWARE OR OTHER MATERIAL ACCESSIBLE FROM THIS SITE OR ANY OTHER WEBSITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. COMPANY DOES NOT PROMISE THAT YOUR USE OF THE SITE WILL PROVIDE A SPECIFIC RESULT.

   YOU UNDERSTAND THAT ACCESS TO THE SITE MAY FROM TIME TO TIME BE OR BECOME UNAVAILABLE, DELAYED, OR OTHERWISE LIMIT ADEQAUTE USABILITY DUE TO HARDWARE FAILURE, TELECOMMUNICATION FAILURES/INTERRUPTION, NETWORK OR SERVER FAILRUES, VIRUSES, ERRORS, INCOMPATIBILITY OF SYSTEMS, OR OTHER THINGS THAT MAY BE A RESULT OF THE END USER’S EQUIPMENT, CONNECTIONS, OR OTHER CAUSES OUTSIDE THE CONTROL OF COMPANY. IN THE EVENT AN INTERRUPTION OF SERVICE OR OTHER FAILURE CAUSES HARM TO YOU OR OTHER SITE USER, COMPANY SHALL NOT BE HELD RESPONSIBLE OR BE LIABLE FOR ANY SUCH DAMAGE, LOSS, INACCURACY, ADEQUACY, INCOMPLETION OF INFORMATION OR SERVICES, ETC.

   YOU UNDERSTAND AND AGREE THAT IN THE EVENT YOU DOWNLOAD OR OTHERWISE OBTAIN MATERIAL OR DATA THROUGH THE USE OF THIS SITE YOU DO SO AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOU, YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE USE OR DOWNLOAD OF SUCH MATERIAL OR DATA.

   COMPANY DISCLAIMS ANY LIABILITY IN THE EVENT A PAYMENT TRANSACTION IS NOT COMPLETED FOR ANY REASON, INCLUDING BUT NOT LIMITED TO IMPROPER, ERRONEOUS OR INCOMPLETE INFORMATION, INSUFFICIENT FUNDS OR CREDIT, OR THE ERRORS BY OR FAILURE OF SYSTEMIC PROCESSES OF THIS SITE, PAYMENT PROCESSESORS, OR YOUR FINANCIAL PROVIDERS. COMPANY RESERVES THE RIGHT TO SUSPEND OR TERMINATE ANY TRANSACTION THAT COMPANY DEEMS INVALID, UNAUTHORIZED, FRAUDULENT OR OTHERWISE.

   COMPANY WILL USE REASONABLE EFFORST TO INCLUDE ONLY ACCURATE AND UP-TO-DATE INFORMATION ON THE SITE. HOWEVER, BY ACCESSING OR LINKING TO THE SITE, YOU ASSUME THE RISK THAT THE SITE AND ITS CONTENT MAY BE INCOMPLETE INACCURATE, OUT-OF-DATE, OR MAY NOT MEET YOUR NEEDS AND REQUIREMENTS. COMPANY DISCLAIMS ANY OBLIGATION TO UPDATE THE CONTENT OF THE SITE AND ANY LIABILITY FOR INCOMPLETE OR INACCURATE INFORMATION AVAILABLE ON THE SITE VIA THIRD-PARTY LINKS. COMPANY IS NOT RESPONSIBLE FOR THE PRIVACY PRACTICES OR CONTENT OF ANY THIRD-PARTY WEBSITES THAT ARE LINKED THROUGH THE SITE OR THAT DISPLAY A LINK TO THE SITE. COMPANY MAKES NO WARRANTIES OR REPRESENTATION REGARDING THE ACCURACY OF ANY INFORMATION CONTAINED IN ANY THIRD-PARTY WEBSITE.

   YOU, AS A USER OF THE SITE, ASSUME RESPONSIBILITY FOR YOUR USE AND UNDERSTAND THAT THESE DISCLAIMERS AND LIMITATION OF LIABILITY ARE A MATERIAL PART OF THIS AGREEMENT. YOU UNDERSTAND THAT YOUR SOLE REMEDY AGAINST COMPANY FOR LOSS OR DISSATISFACTION WITH THE SITE IS TO STOP USING THE SITE. EXCEPT AS PROHIBITED BY LAW, COMPANY WILL NOT BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

10. General / Miscellaneous

    This Agreement and performance under it shall be governed by and construed in accordance with the law of Iowa without regard to any portion of its choice of law principles.

    You agree that Company does not waive any right by not exercising or enforcing any legal right or remedy which is contained in these Terms of Use or under applicable law. Said failure to exercise any right will not be taken to be a formal waiver of Company's rights.

    If any provision of these Terms of Use conflicts with the law under which this Agreement is to be construed, or if any such provision is held invalid by a competent authority, such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law. The remainder of these Terms of Use shall remain in full force and effect.

    Any provision of this Agreement that contemplates performance or observance subsequent to termination or expiration of this Agreement shall survive termination or expiration of this Agreement and continue in full force and effect.

    These Terms of Use shall be binding on the parties hereto and their respective successors and assigns. You may not assign Your rights under these Terms of Use or delegate Your obligations hereunder, without the prior consent of Company. Company may assign or delegate its rights and obligations under these Terms of Use to an entity which acquires all or substantially all of the Company assets or to any Affiliate, or successor in a merger, acquisition or liquidation of Company. However, in no event shall such assignment relieve Company or its assignee or successor of its obligations under these Terms of Use.

    These Terms of Use constitute the entire agreement between the parties with respect to the subject matter contained in these Terms of Use, except as other provisions or terms have been incorporated by reference herein, and supersede all prior correspondence, discussions, agreements, and understandings entered into between the parties, whether written or oral, with respect to such subject matter.

11. SMS Wireless Policy

    The Company may receive and maintain Personal Information, such as mobile telephone numbers. The company may use mobile telephone numbers to send account-related text messages and notifications. To opt-out, text STOP to any text message we send you. If your handset does not support MMS, any MMS messages sent may be delivered as SMS messages. Wireless carriers are not liable for undelivered or delayed messages. The Company does not sell your mobile telephone number to third-parties for their own use and does not allow Company’s service providers to sell or use Personal Information for their own purposes.