Welcome to the Cost Analysis Valuation Systems (“CAVS”) website operated by Reason Consulting Corporation. Please review these Terms and Conditions carefully (“Terms”). Your access and use of this website (“Site” or “Website”) constitute your consent to the Terms and your agreement to be legally bound by them. There may be additional or different terms and conditions stated elsewhere on the Site that apply to your access and use of the Site. Unless otherwise stated in these Terms, any reference to “Reason” or “Reason Consulting” is also a reference to Reason Consulting Corporation.
These Website Standard Terms And Conditions (these “Terms” or these “Website Standard Terms And Conditions”) contained herein on this webpage, shall govern your use of this website, including all pages within this website (collectively referred to herein below as this “Website”). These Terms apply in full force and effect to your use of this Website and by using this Website, you expressly accept all terms and conditions contained herein in full. You must not use this Website, if you have any objection to any of these Website Standard Terms And Conditions. This Website is not for use by any minors (defined as those who are not at least 18 years of age), and you must not use this Website if you are a minor. Reason Consulting welcomes your comments and suggestions about the Site and the CAVS service, but asks that you do not send Reason Consulting any confidential or proprietary ideas, suggestions, materials or other information relating to developing, designing, redesigning, modifying, providing, or marketing any of Reason Consulting’s products or services or any new products or services. You agree that any information or materials that you or individuals acting on your behalf send to Reason Consulting via the Site, including but not limited to feedback, data, questions, comments, product or service ideas, know-how, or suggestions (collectively, “Information”), will not be considered confidential or proprietary, even if the Information is labeled “Confidential” or “Proprietary.” Reason Consulting will own all Information you submit to it via the Site, and by submitting the Information to Reason Consulting, you assign to Reason Consulting all worldwide rights, title, and interest in and to that Information. Reason Consulting will not have any obligation to keep Information confidential and will be free to reproduce, use, disclose and distribute Information to others without limitation or liability. Reason Consulting may use any ideas, concepts, know-how or techniques in the Information for any purpose whatsoever, including developing and marketing products or services that incorporate or otherwise embody Information, without providing any notice, compensation or attribution to you. You are prohibited from posting on or transmitting to the Site any unlawful, threatening, libelous, defamatory, obscene or pornographic material, or any material that would violate any law.
2. INTELLECTUAL PROPERTY RIGHTS
Other than content you own, which you may have opted to include on this Website, under these Terms, Reason Consulting Corporation and/or its licensors own all rights to the intellectual property and material contained in this Website, and all such rights are reserved. You are granted a limited license only, subject to the restrictions provided in these Terms, for purposes of viewing the material contained on this Website.
- Copyright. Reason Consulting owns the Site and owns or has the right to use all of the content on the Site, including all text, images, graphics, photographs, video clips, audio clips, designs, icons, wallpaper, characters, artwork, sounds, information, software, data, and other materials, and all HTML design, layouts, configurations, CGI, and other code and scripts in any format used to implement the Site, and Reason Consulting owns the proprietary formulas used to generated the estimated tax value for business entities (collectively, the “Content”), all of which are protected by copyright. Absent Reason Consulting’s express written permission as to particular Content on the Site, you may use the Content only for limited personal, noncommercial, informational purposes, and you may, subject to any stated restrictions or limitations, print a single copy of a limited amount of Content solely for these purposes, if the copy bears all copyright and other intellectual property and proprietary notices displayed on the web page.
- Restrictions. You may not distribute, publish, transmit, reverse engineer, decompile, modify, create derivative works from, or in any way exploit, any of the Content, in whole or in part, for any purpose without Reason Consulting’s prior written consent. Additionally, framing pages or parts of pages on the Site and deep linking to pages in the Site are prohibited. You may not use the Site to provide service bureau or other access or use of the Site to third parties. You will not scrape information or data from the Site, copy databases from the Site, or access the Site by any means except registering as a user under the normal functionality provided as a service to all site users.
- Trademarks. Reason Consulting or its affiliates own or license all trademarks, service marks, and trade names on the Site, including “CAVS” and “COST ANALYSIS VALUATION SYSTEM,” unless stated otherwise on the Site. You may not use these marks without Reason Consulting’s prior express written permission. Reason Consulting grants a limited license to print media publishers only to use the trademarks and service marks found on the Site solely for the purpose of illustrating an article.
- Rights of User. Except as expressly provided above, Reason Consulting is not granting you a license under any copyright, trademark, service mark, patent, or other intellectual property or proprietary right in Content, and nothing in these Terms will be interpreted as conferring by implication, estoppel, or otherwise any license or right under any patent, trademark, copyright, or other proprietary, intellectual, or other right of Reason Consulting, its affiliates, or any third party. You obtain no rights in the products, services, processes, or technology described on this Site by accessing or using the Site. Reason Consulting and its affiliates, and all third party owners, retain all of those rights.
- Copyright Infringement Claims. If you are a copyright owner and believe that your work has been copied and posted on the Site in a way that constitutes copyright infringement, please provide us with notice containing the following information: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) identification of the copyrighted work or works claimed to have been infringed; (iii) identification of the material that you claim is infringing and a description of where the material that you claim is infringing is located on the Site; (iv) your address, telephone number, and e-mail address; (v) a written statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Any notification by a copyright owner or a person authorized to act on its behalf that fails to comply with these requirements will not be considered sufficient notice and will not be deemed to confer on Reason Consulting actual knowledge of facts or circumstances from which infringing material or acts are evident. You must send the written notice to: Reason Consulting Corporation, 5121 Parkway Plaza Blvd, Charlotte, NC 28217, Attn: CAVS Administrator.
You are expressly and emphatically restricted from all of the following:
- publishing any Website material in any media;
- selling, sublicensing and/or otherwise commercializing any Website material;
- publicly performing and/or showing any Website material;
- using this Website in any way that is, or may be, damaging to this Website;
- using this Website in any way that impacts user access to this Website;
- using this Website contrary to applicable laws and regulations, or in a way that causes, or may cause, harm to the Website, or to any person or business entity;
- engaging in any data mining, data harvesting, data extracting or any other similar activity in relation to this Website, or while using this Website;
- using this Website to engage in any advertising or marketing;
Certain areas of this Website are restricted from access by you and Reason Consulting Corporation may further restrict access by you to any areas of this Website, at any time, in its sole and absolute discretion. Any user ID and password you may have for this Website are condential and you must maintain confidentiality of such information.
4. YOUR CONTENT
In these Website Standard Terms And Conditions, “Your Content” shall mean any audio, video, text, images or other material you choose to display on this Website. With respect to Your Content, by displaying it, you grant Reason Consulting Corporation a non-exclusive, worldwide, irrevocable, royalty-free, sublicensable license to use, reproduce, adapt, publish, translate and distribute it in any and all media.
Your Content must be your own and must not be infringing on any third party’s rights. Reason Consulting Corporation reserves the right to remove any of Your Content from this Website at any time, and for any reason, without notice.
5. NO WARRANTIES
This Website is provided “as is,” with all faults, and Reason Consulting Corporation makes no express or implied representations or warranties, of any kind related to this Website or the materials contained on this Website. Additionally, nothing contained on this Website shall be construed as providing consultation or advice to you.
6. LIMITATION OF LIABILITY
In no event shall Reason Consulting Corporation , nor any of its officers, directors and employees, be liable to you for anything arising out of or in any way connected with your use of this Website, whether such liability is under contract, tort or otherwise, and Reason Consulting Corporation, including its officers, directors and employees shall not be liable for any indirect, consequential or special liability arising out of or in any way related to your use of this Website.
EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, IN NO EVENT WILL REASON CONSULTING, ITS AFFILIATES, ITS DATA PROVIDERS, OR ANYONE ELSE INVOLVED IN CREATING, PRODUCING, DELIVERING, OR MANAGING THE CONTENT (COLLECTIVELY, THE “SITE PROVIDERS”), BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CLAIMS WHATSOEVER, IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, INCLUDING DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOST REVENUES, LOST PROFITS, LOST OPPORTUNITIES, AND LOSS OF PROSPECTIVE ECONOMIC ADVANTAGE, ARISING OUT OF OR IN CONNECTION WITH (A) YOUR ACCESS OR USE OF THE SITE, INCLUDING THE CAVS SERVICE, (B) ANY COMMUNICATIONS SENT TO YOU VIA THE SITE OR OTHERWISE FROM Reason Consulting, OR ANY DAMAGES SUFFERED AS A RESULT OF OMISSIONS OR INACCURACIES IN SUCH INFORMATION, (C) THE TRANSMISSION OF CONFIDENTIAL OR SENSITIVE INFORMATION TO OR FROM THE SITE PROVIDERS, (D) INCONVENIENCE, DELAY, OR LOSS OF USE OF THE SITE OR ANY SERVICE, EVEN IF SOME OR ALL OF THE SITE PROVIDERS ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (E) ANY BUSINESS PROPERTY TAX VALUATIONS PROVIDED BY THE SITE. WITHOUT LIMITING THE FOREGOING, THE SITE PROVIDERS ASSUME NO LIABILITY OR RESPONSIBILITY FOR DAMAGE OR INJURY TO PERSONS OR PROPERTY ARISING FROM ANY ACCESS OR USE OF ANY PRODUCT, INFORMATION, IDEA, OR INSTRUCTION IN THE CONTENT. If your jurisdiction does not permit such a disclaimer of liability, the parties agree that Reason Consulting’s maximum liability under these Terms will not exceed the amount that you have paid Reason Consulting to use the Site, it being acknowledged that actual damages would be difficult to ascertain.
You hereby indemnify to the fullest extent Reason Consulting Corporation from and against any and all liabilities, costs, demands, causes of action, damages and expenses (including reasonable attorney’s fees) arising out of or in any way related to your breach of any of the provisions of these Terms.
If any provision of these Terms is found to be unenforceable or invalid under any applicable law, such unenforceability or invalidity shall not render these Terms unenforceable or invalid as a whole, and such provisions shall be deleted without affecting the remaining provisions herein.
9. VARIATION OF TERMS
Reason Consulting Corporation is permitted to revise these Terms at any time as it sees fit, and by using this Website you are expected to review such Terms on a regular basis to ensure you understand all terms and conditions governing use of this Website.
Reason Consulting Corporation shall be permitted to assign, transfer, and subcontract its rights and/or obligations under these Terms without any notification or consent required. However, you shall not be permitted to assign, transfer, or subcontract any of your rights and/or obligations under these Terms.
11. ENTIRE AGREEMENT
These Terms, including any legal notices and disclaimers contained on this Website, constitute the entire agreement between Reason Consulting Corporation and you in relation to your use of this Website, and supersede all prior agreements and understandings with respect to the same.
12. GOVERNING LAW & JURISDICTION
These Terms will be governed by and construed in accordance with the laws of the State of North Carolina, and you submit to the non-exclusive jurisdiction of the state and federal courts located in North Carolina for the resolution of any disputes.
The Site may contain links to third-party websites or resources. You acknowledge and agree that Reason Consulting is not responsible or liable for (a) the availability or accuracy of such websites or resources, or (b) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Reason Consulting of such websites or resources or the content, products, or services available from such websites or resources. You accept sole responsibility for and assume all risk arising from your use of any such websites or resources.
You may not link to the Site, mention its content, or use its name, URL, or other identifying information within publically accessible resources without the express written consent of a corporate officer of Reason Consulting. This includes linking to the Site, posting the URL of the site to a webpage, or mentioning it by name in advertising or other electronic formats that are available on the world wide web.
Reason Consulting will store all estimates you submit via the Site for a commercially reasonable period, which will meet or exceed any obligations imposed on Reason Consulting by applicable law.
16. NOT A TAX PREPARER; NO TAX ADVICE
Under no circumstances will Reason Consulting be considered a “tax preparer” with respect to the delivery of any tax value estimates. Further, by using the Site, you acknowledge and agree that Reason Consulting is not: (a) providing any tax appraisal for you; or (b) providing you tax advice of any kind in connection with the Site or any estimate.
17. NO CONFLICT OF INTEREST
Notwithstanding anything in these Terms to the contrary, you acknowledge and agree that neither these Terms nor Reason Consulting’s performance of any services related to the CAVS program constitutes or creates any conflict of interest, including any conflict of interest which would (i) prohibit Reason Consulting from auditing, or otherwise impact Reason Consulting’s ability to audit, tax listings, statements, filings, and returns filed with any county, or (ii) prohibit Reason Consulting from bidding upon, or otherwise impact Reason Consulting’s qualifications to bid upon, any proposal to audit tax listings, statements, filings, and returns filed with any county.
18. FORCE MAJEURE
Neither party will be liable for any breach or delay resulting from any cause beyond its reasonable control, including acts of God, war, insurrection, the public enemy, acts or omissions of any government, labor disputes or strikes, failure of power supply, or changes in the law.
You will pay Reason Consulting Corporation an annual subscription fee for access to and the right to use the Cost Analysis Valuation Systems website. The fee is based on the number of user licenses as selected by you on the site. You may pay the fee once a year, annually renewable on the anniversary of this agreement, or monthly based on recurring fee guaranteed by a stored payment method.
Reason Consulting will send you an invoice promptly after you register, and thereafter Reason Consulting will send you an invoice on or about the anniversary of the initial agreement date. All invoices must be paid within 30 days of the invoice date, and interest will accrue on any unpaid invoices at a rate of 1.5% per month until the amount is paid in full. If you do not pay the invoiced amount as and when due, Reason Consulting may disable your access to CAVS. Payment may be made online as presented in the invoice, and may be made in monthly installments if a recurring payment method is provided.
The term of this agreement will begin when Reason Consulting approves your request for registration and will continue until either party gives the other party written notice of termination, or if you terminate this agreement by disabling your account using the functionality of the site.
Any notice Reason Consulting is required or permitted to give you under these Terms will be effective if sent by e-mail to the e-mail address you provide when registering with the Site. Any notice you are required or permitted to give Reason Consulting under these Terms will be effective if sent by mail to the address listed below:
Reason Consulting Corporation
5121 Parkway Plaza Blvd.
Charlotte, NC 28217
Attn: CAVS Administrator
Any waiver of a breach of these Terms must be in an express writing signed by the waiving party, and no waiver of any breach of any provision of these Terms will be deemed to be a waiver of any subsequent breach of that provision. The term “including” in these Terms will not be construed to be limiting. The unenforceability of any provision of these Terms will not affect the enforceability of any other provisions of these Terms, which will remain in full force and effect. If any of the covenants or provisions of these Terms are determined to be unenforceable by reason of its extent, duration, scope, or otherwise, the court making such determination will reduce such extent, duration, scope, or other provision and enforce them in their reduced form for all purposes contemplated by these Terms. Section headings in these Terms are provided for convenience only and will not affect its construction or interpretation. Signatures of the parties transmitted electronically will be deemed to be their original signatures for any purpose whatsoever. These Terms are the entire agreement between the parties with respect to the subject matter and supersede all prior agreements, whether written or oral, between the parties with respect to the subject matter. If any term or condition in these Terms conflicts with a term or condition in the website terms and conditions, the term or condition in these Terms will control. Except as expressly provided in these Terms, the use of the terms “hereunder,” “hereof,” “hereto,” “herein,” and words of similar import shall refer to these Terms as a whole and not to any particular section or clause in these Terms.