The terms and conditions listed below govern use of the online services offered at www.BIZCENTS.com (the “Services”) and materials available therein (“Licensed Materials”) provided by BizCents, LLC and its affiliated companies (“BizCents”). The terms “you” and “your” in either uppercase or lowercase shall mean the entity (e.g., company, corporation, partnership, organization, sole proprietor, etc.) entering into a Subscription Agreement with BizCents.
1. Grant of Rights; Restriction on Use.
1.1 You and your Authorized Users (as defined in your Subscription Agreement) are granted a nonexclusive, nontransferable, limited right to access and use for commercial research and business intelligence purposes the Services and Licensed Materials made available to you. The rights granted to each Authorized User are as follows:
(a) The right to electronically display Licensed Materials retrieved from the Services for the Authorized User’s internal research purposes (e.g., no Authorized User may offer or provide the Licensed Materials to a third party or network or otherwise provide the Services or Licensed Materials via LANs, WANs, intranets or the Internet or other types of networking communications). Notwithstanding anything to the contrary, Authorized Users may display a de minimis amount of the Licensed Materials on an incidental, infrequent basis for commercial research and business intelligence purposes to other Authorized Users so long as the Authorized Users are in the same physical location and the mode of display is not through the Internet, an intranet or other types of networking communication like LANs or WANs;
(b) The right to email, fax, download or make printouts using the commands of the Services and the right to create a single printout of Licensed Materials accessed by any other means (collectively, “Authorized Printouts”);
(c) For the Licensed Materials, the right to download using the commands of the Services and store in machine readable form for no more than ninety (90) days, for that Authorized User’s exclusive use, a single copy of insubstantial portions of those Licensed Materials included in any individually searchable file or content source in the Services, to the extent the storage of those Licensed Materials is not otherwise further limited or prohibited herein;
(d) Notwithstanding anything to the contrary herein, the right to (i) excerpt or quote insubstantial portions of the Licensed Materials in documents prepared in the ordinary course of your research to the extent permitted by applicable copyright law; (ii) distribute Authorized Printouts to persons who are not Authorized Users (including by emailing through the functionality of the Online Services) on an occasional, infrequent basis as permitted by applicable copyright law; and, (iii) store Licensed Materials for periods in excess of the periods set forth above to the extent required for legal or regulatory compliance provided that all other Licensed Materials are deleted and purged promptly upon the expiration of your Subscription Agreement;
(e) Downloading and storing Licensed Materials in an archival database is prohibited. The Services and Licensed Materials are protected by copyright, intellectual property laws, and other laws that prevent unauthorized access and use. If you are not an Authorized User, you are not permitted to access or use the Services for any purpose whatsoever. If you nevertheless access and use the Services or Licensed Materials without authorization, your access and use will be governed by these Terms of Use and you will be liable to BizCents for any breach of the Terms of Use as well as for unauthorized access and payment for use at the rates determined by BizCents in its sole discretion. If an Authorized User has improperly provided credentials to access the Services or Licensed Materials to another person, such Authorized User shall be responsible for any breach of the Terms of Use by such person.
1.2 To the extent permitted by applicable copyright law and not further limited or prohibited herein or otherwise, you and your Authorized Users may make copies of Authorized Printouts and distribute Authorized Printouts.
1.3 Except as specifically provided in Sections 1.1 and 1.2, you and your Authorized Users are prohibited from downloading, emailing, faxing, storing, reproducing, transmitting, displaying, copying, distributing, or using Licensed Materials retrieved from the Services. You may not exploit the goodwill of BizCents, including its trademarks, service marks, or logos without the express written consent of BizCents. Additionally, under no circumstances may you or any Authorized User offer any part of the Services or Licensed Materials for commercial resale or commercial redistribution in any medium or use the Services or the Licensed Materials to compete with BIZCENTS, CampaignSense, or their affiliates.
1.4 All right, title, and interest (including all copyrights, trademarks, and other intellectual property rights) in the Services and Licensed Materials in any medium belongs to BizCents or its third party suppliers of Licensed Materials. Neither you nor your Authorized Users acquire any property interest in the Services, Licensed Materials, or copies thereof, except the limited rights granted herein.
1.5 Neither you nor your Authorized Users may use the Services or Licensed Materials in any fashion that infringes the intellectual property rights or proprietary interests of BizCents or any third party. Your use of the Services and Licensed Materials must comply with all applicable laws, rules, or regulations.
1.6 Neither you nor your Authorized Users may remove or obscure the copyright notice or other notices contained in Licensed Materials.
1.7 Other provisions that govern use of the Licensed Materials are set forth in the applicable Subscription Agreement, online descriptions of files, and individual documents or items retrieved from the Services (collectively “Additional Terms”), all of which are incorporated by reference into these Terms of Use.
2. Access to Services.
2.1 Only your employees, temporary employees, partners/members, and contractors dedicated to performing work exclusively for you (to the extent those categories of persons are appropriate to your situation) are eligible to access and use the Services and Licensed Materials (“Eligible Persons”). The term “Authorized User” means an Eligible Person whom you have identified to BizCents for the purpose of issuing a BIZCENTS ID to access the Services. You agree that each BIZCENTS ID may only be used by the Authorized User to whom BizCents assigns it and that the BIZCENTS ID will not be shared with or used by any other person, including other Authorized Users. You will manage your roster of Authorized Users and will promptly notify BizCents to deactivate an Authorized User’s BIZCENTS ID if the Authorized User is no longer an Eligible Person or you otherwise wish to terminate the Authorized User’s access to the Services. You are responsible for all use of the Services accessed with BIZCENTS IDs issued to your Authorized Users and will promptly notify BizCents in writing if you suspect that a BIZCENTS ID is lost, stolen, compromised, or misused.
2.2 Use of the Services via mechanical, programmatic, robotic, scripted, or any other automated means is strictly prohibited. Unless otherwise agreed to by BizCents in writing, use of the Services is permitted only via manually conducted, individual search and retrieval activities.
2.3 The Services, Licensed Materials, and feature functionality within the Services may be altered, added to, withdrawn, or otherwise changed by BizCents without notice.
2.4 Subject to Section 2.3 above, the Services may contain a feature that will allow your Authorized Users to create work folders or work spaces for projections or other items (“Folders”) from within research sessions that are associated solely with their respective BIZCENTS IDs. The Folders are designed to allow your Authorized Users to save copies of Licensed Materials made available by BizCents, as well as links to materials made available on the Internet or other documents that you or your Authorized Users’ own or otherwise have the right to upload to Folders. BizCents represents and warrants that: (a) the Folders will be under the exclusive control of your Authorized Users; and (b) BizCents will not access or otherwise review the content of the Folders without your authorization. Notwithstanding the foregoing, BizCents may access or disclose the content of Folders to the extent necessary to facilitate features and functions of the Services and to comply with contractual and legal obligations including, but not limited to, an administrative or judicial proceeding. Authorized Users are solely responsible for the content of their respective Folders. You represent and warrant that the Authorized Users have the right and authority to upload any and all content using the Services and/or into Folders that is not provided by BizCents. Authorized Users are prohibited from uploading content using the Services and/or into Folders that is unlawful or otherwise violates any rule, law, or regulation. You agree to indemnify, defend, and hold BizCents and BizCents’ officers, directors, owners, employees, agents, and representatives harmless for any and all claims, damages, costs, fines, and expenses that BizCents may incur as a result of your or your Authorized Users’: (i) use of the Services except as permitted by these Terms of Use; (ii) violation of any applicable law, including without limitation, election, copyright, privacy or communications decency laws; (iii) upload of content to the Folders, excluding BizCents Licensed Materials; or, (iv) breach of any representation or warranty in this Agreement. Authorized Users are solely responsible for securing or saving the content of their respective Folders before the expiration or termination of your Subscription Agreement. BizCents has no obligation to provide the content of Folders to you or your Authorized Users after the termination of your Subscription Agreement. All BizCents Licensed Materials contained in Folders remain subject to the license terms and restrictions set forth in these Terms of Use and your Subscription Agreement.
3. Limited Warranty.
3.1 BizCents represents and warrants that it has the right and authority to make the Services and Licensed Materials available to you and your Authorized Users as authorized by the Terms of Use and your Subscription Agreement.
3.2 EXCEPT AS PROVIDED IN SECTION 3.1, THE SERVICES AND LICENSED MATERIALS ARE PROVIDED ON AN “AS IS” BASIS AND BIZCENTS AND ANY THIRD PARTY SUPPLIER OF LICENSED MATERIALS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
4. Limitation of Liability.
UNDER NO CIRCUMSTANCES WILL BIZCENTS OR ANY OFFICER, DIRECTOR, EMPLOYEE, SUBCONTRACTOR, AGENT, SUCCESSOR, OR ASSIGN OF BIZCENTS, OR ANYONE ELSE INVOLVED IN ADMINISTERING, DISTRIBUTING OR PROVIDING THE SERVICES OR LICENSED MATERIALS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE SERVICES OR LICENSED MATERIALS, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE OR LOST PROFITS, OR DAMAGES THAT RESULT FROM MISTAKES, INACCURATE DATA, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, FAILURE OF PERFORMANCE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO BIZCENTS’ RECORDS, PROGRAMS OR SERVICES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT OF ANY BREACH BY BIZCENTS OF THIS AGREEMENT, BIZCENTS’ LIABILITY TO CUSTOMER WILL NOT EXCEED THE AMOUNT PAID TO BIZCENTS BY CUSTOMER DURING THE PREVIOUS THREE MONTHS.
5. Miscellaneous.
5.1 These Terms of Use, including any Additional Terms, may be changed from time to time as described herein or by written agreement. If any changes are made to these Terms of Use, such changes will not be specifically directed against you or our Authorized Users, but will apply to all similarly situated BizCents customers using the Services. You may terminate your Subscription Agreement upon written notice to BizCents if any change to these Terms of Use are unacceptable to you. For termination to be effective under this Section 5.1, written notice of termination must be provided to BizCents within 30 days of the effective date of the change. Continued use of the Services following the effective date of any change constitutes acceptance of the change.
5.2 Any notice or communication from BizCents hereunder may be displayed electronically using the Services.
5.3 The failure of you, BizCents, or any third party supplier of Licensed Materials to enforce any provision hereunder shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.
5.4 Neither you nor any Authorized User may assign your rights or delegate your duties under these Terms of Use or your Subscription Agreement without the prior written consent of BizCents. Any amendment hereto shall be binding on, and will inure to the benefit of the parties and their respective successors and permitted assigns as provided herein.
5.5 BizCents’ ability to provide Licensed Materials may be now or in the future regulated by a variety of privacy, data protection, and other laws (“Data Laws”) and by licenses under which it obtains Licensed Materials (“Licenses”). You acknowledge that BizCents may, at any time, perform a due diligence review of your account. You also acknowledge that BizCents may perform periodic reviews of your and your Authorized Users’ use of Licensed Materials subject to Data Laws or Licenses (“Regulated Data”) in order to comply with Data Laws and license restrictions, and that the review may include asking you or your Authorized Users to verify that use of Regulated Data was for a permissible purpose. You and your Authorized Users will cooperate will BizCents in any such due diligence or regulatory review and will promptly produce all relevant records and documentation reasonably requested by BizCents. If there is any failure to cooperate with BizCents, or if any review reveals the lack of a permissible purpose to access Regulated Data, BizCents may deny access to the Services or to Regulated Data. BizCents will be under no obligation to reduce the fees payable by you to the extent that it is unable to provide Regulated Data based on your non-cooperation.
5.6 If you, any of your Authorized Users, or any person you or your Authorized Users permits to use the Services or who gains access through an Authorized User’s failure to properly secure his or her BIZCENTS ID or computer should access or use Regulated Data in an unauthorized manner (a “Security Incident”), then the following provisions will apply: (i) if required by applicable law, you will notify the individuals whose information has potentially been accessed that a Security Incident has occurred; (ii) you will notify any other parties (including but not limited to regulatory entities) as may be required by law; (iii) the notification will not reference BizCents or the product through which the Regulated Data was provided, nor will BizCents be otherwise identified or referenced in connection with the Security Incident; (iv) you will be solely liable for all claims that may arise from a Security Incident caused by you, your Authorized Users or a User and you will indemnify BizCents for any third party claims directed against BizCents that arise from the Security Incident; and (v) all notifications and indemnity claims related to the Security Incident will be solely at your expense.
5.7 These Terms of Use shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia regardless of the law that might otherwise apply under principles of conflicts of law. Any legal suit, action or proceeding arising out of or related to these Terms of Use or the Services provided hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the Commonwealth of Virginia in each case located in the city of Richmond, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such party's address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court.
5.8 These Terms of Use will be enforced to the fullest extent permitted by applicable law. If any provision of these Terms of Use is held to be invalid or unenforceable to any extent, then: (i) such provision will be interpreted, construed and reformed to the extent reasonably required to render it valid, enforceable, and consistent with its original intent and (ii) such invalidity or unenforceability will not affect any other provision of these Terms of Use.
5.9 These Terms of Use along with your Subscription Agreement constitute the entire agreement of the parties with respect to their subject matter and replace and supersede any prior written or verbal communications, proposals, or quotations on the subject matter.