Agreement
SUBSCRIBER AGREEMENT
Welcome to our website.
By using our site, you are agreeing to comply with and be bound by the following agreement. Please review the following terms carefully. If you do not agree to these terms, you should not use this site. The term "Bizzpage.com" or "us" or "we" or "company" or "our" refers to Bizzpage.com, the owner of the website. The term "you" refers to the user or viewer of our website.
The Application The BizzPage service/application is a service enabling you, upon purchasing a subscription, to design and establish a single website hosted by Company on its server(s) or other computer equipment. Other features or services will be made available to you as part of the Application from time to time in Company's discretion.
Your Responsibility for Legal Requirements and Potential Liability Relating to the Website You understand and agree that you, and not Company, are responsible for the operation and control of the website and you understand that legal liability can arise from, and legal duties can apply to, publishing or allowing the posting of any Content on websites or otherwise operating or controlling websites, and from being the party legally responsible for a website. You further understand that you, and not Company, will be solely responsible (with the help of professional advisors you might decide to retain) (a) for determining, understanding and assessing such potential liability and duties, and (b) as you deem appropriate, for seeking to limit, allocate, exclude, comply with or otherwise manage such potential liability and/or duties, and (c) for assuring the enforceability, validity, legality, necessity and appropriateness of any means you select for limiting, allocating, excluding, managing, complying with or otherwise dealing with such potential liability and/or duties. Without limiting the generality of the foregoing, you acknowledge and agree that you are exclusively responsible for, and Company will have no duty or responsibility whatsoever for providing to you or for the website, any warnings, notices, terms of website use, legal terms, disclaimers, terms purporting to limit, exclude or shift liability, responsibility or risk, proprietary rights notices, acceptable use policy, privacy policy or other legends, agreements or terms of any nature, whether legal, exculpatory, protective or otherwise. You agree to take full responsibility to consult with (and for declining or failing to so consult) legal, tax, accounting, real estate, financial, regulatory and other professional advisors regarding the website and any other matter concerning the Application or your Subscription to it.
Compliance with Usage Policies; Ancillary Costs You agree that Company may from time to time establish, and later withdraw, add to or change from time to time, and that you will at all times comply with, policies, procedures, practices and limits concerning receipt of, access to and/or use of the Application, which may include, without limitation: (a) limits on the amount of time that Content posted on the website will be retained by Company on its computer(s) or otherwise, (b) limits on bandwidth usage that will be allotted to you, (c) limits on storage space, (d) limits on the number of websites or subscriptions per distinct customer account, (e) limits on the kind of Content that may be posted to, perceptible on or through, linked to or otherwise available on the website, and (f) limits on the number of pages within each website. You agree that Company has no responsibility or liability for the deletion or failure to post, host or store any Content supplied, maintained or transmitted in connection with the Application or your use of it. Company reserves the right to charge you for – in which case you agree to pay – third party fees and charges assessed against, incurred by or paid by Company in connection with the registration, renewal, creation or maintenance of the website (including, but not limited to, domain registration fees), all of which are non-refundable, not pro-rated and may be charged to you annually in company's discretion.
Unlawful Activity We reserve the right to investigate complaints or reported violations of this Agreement and to take any action we deem appropriate, including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to your profile, email addresses, usage history, posted materials, IP addresses and traffic information.
Indemnification You agree to indemnify, defend and hold us and our partners, agents, officers, directors, employees, subcontractors, successors, assigns, third party suppliers of information and documents, attorneys, advertisers, product and service providers, and affiliates (collectively, "Affiliated Parties") harmless from any liability, loss, claim and expense, including reasonable attorney's fees, related to your violation of this Agreement or use of the site.
Nontransferable Your right to use the site is not transferable or assignable. Any password or right given to you to obtain information or documents is not transferable or assignable.
Disclaimer (a) THE INFORMATION, CONTENT AND DOCUMENTS FROM OR THROUGH THE site ARE PROVIDED "AS-IS," "AS AVAILABLE," WITH "ALL FAULTS", AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). THE INFORMATION AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. WE AND OUR AFFILIATED PARTIES HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF ANY INFORMATION OR SERVICE, EXCEPT AS PROVIDED IN SECTION 16(b). IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, WE AND OUR AFFILIATED PARTIES ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION AND LIMITATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU. THIS SITE AND THE PRODUCTS, SERVICES, DOCUMENTS AND INFORMATION PRESENTED WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE site OR OTHERWISE SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT. ALL RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES CAUSED BY VIRUSES CONTAINED WITHIN THE ELECTRONIC FILE CONTAINING A FORM OR DOCUMENT IS DISCLAIMED.
Limitation of Liability (a) We and any Affiliated Party shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from (b) any errors in or omissions from the site or any services or products obtainable therefrom, (c) the unavailability or interruption of the site or any features thereof, (d) your use of the site, (e) the content contained on the site, or (f) any delay or failure in performance beyond the control of a Covered Party. (g) THE AGGREGATE LIABILITY OF US AND THE AFFILIATED PARTIES IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO THE SITE AND/OR THE PRODUCTS, INFORMATION, DOCUMENTS AND SERVICES PROVIDED HEREIN OR HEREBY SHALL NOT EXCEED $100 AND THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU MAY HAVE AGAINST US AND ANY AFFILIATED PARTY.
Use of Information We reserve the right, and you authorize us, to the use and assignment of all information regarding site uses by you and all information provided by you in any manner consistent with our Privacy Policy. All remarks, suggestions, ideas, graphics, or other information communicated by you to us (collectively, a "Submission") will forever be our property. We will not be required to treat any Submission as confidential, and will not be liable for any ideas (including without limitation, product, service or advertising ideas) and will not incur any liability as a result of any similarities that may appear in our future products, services or operations. Without limitation, we will have exclusive ownership of all present and future existing rights to the Submission of every kind and nature everywhere. We will be entitled to use the Submission for any commercial or other purpose whatsoever, without compensation to you or any other person sending the Submission. You acknowledge that you are responsible for whatever material you submit, and you, not us, have full responsibility for the message, including its legality, reliability, appropriateness, originality, and copyright.
Third-Party Services We may allow access to or advertise certain third-party product or service providers ("BizzPage.com Merchant sites") from which you may purchase certain goods or services. You understand that we do not operate or control the products or services offered by Merchants. Merchants are responsible for all aspects of order processing, fulfillment, billing and customer service. We are not a party to the transactions entered into between you and Merchants. You agree that use of or purchase from such Merchants is AT YOUR SOLE RISK AND IS WITHOUT WARRANTIES OF ANY KIND BY US, EXPRESSED, IMPLIED OR OTHERWISE INCLUDING WARRANTIES OF TITLE, FITNESS FOR PURPOSE, MERCHANTABILITY OR NON-INFRINGEMENT. UNDER NO CIRCUMSTANCES ARE WE LIABLE FOR ANY DAMAGES ARISING FROM THE TRANSACTIONS BETWEEN YOU AND MERCHANTS OR FOR ANY INFORMATION APPEARING ON MERCHANT SITES OR ANY OTHER SITE LINKED TO OUR SITE.
Third-Party Merchant Policies All rules, policies (including privacy policies) and operating procedures of Merchants will apply to you while on any BizzPage.com Merchant sites. We are not responsible for information provided by you to Merchants. We and the Merchants are independent contractors and neither party has authority to make any representations or commitments on behalf of the other.
Payments You represent and warrant that if you are purchasing something from us or from Merchants that (i) any credit information you supply is true and complete, (ii) charges incurred by you will be honored by your credit card company, and (iii) you will pay the charges incurred by you at the posted prices, including any applicable taxes.
Securities Laws The site may include statements concerning our operations, prospects, strategies, financial condition, future economic performance and demand for our products or services, as well as our intentions, plans and objectives (particularly with respect to product and service offerings), that are forward-looking statements. These statements are based upon a number of assumptions and estimates which are subject to significant uncertainties, many of which are beyond our control. When used on our site, words like "anticipates," "expects," "believes," "estimates," "seeks," "plans," "intends," "will" and similar expressions are intended to identify forward-looking statements designed to fall within securities law safe harbors for forward-looking statements. The site and the information contained herein does not constitute an offer or a solicitation of an offer for sale of any securities. None of the information contained herein is intended to be, and shall not be deemed to be, incorporated into any of our securities-related filings or documents.
User Names and Passwords To the extent access to and use of an Application is by way of Internet, Web, online or similar connection (as contrasted with access/use You obtain by download or other delivery of software for installation on Your computer), You will be required to choose (or, at Company's discretion, you will be assigned) a user name and password for the Application. You are solely responsible for maintaining the confidentiality and security of your user name and password, and for all activities that occur under your user name and password. You must notify Company immediately if you become aware of any unauthorized use of your user name or password, or if you become aware of any other breach of security regarding the Application. Company will not be liable for any loss or damage that you may incur as a result of someone else using your user name or password, either with or without your knowledge, and you agree to indemnify and hold harmless Company from and against any and all losses it may suffer as a result of such unauthorized use. Company is entitled to assume that anyone who provides your user name and password is you or is acting as your agent or otherwise on your behalf and with your full consent. You authorize Company to deal openly and fully with any person who provides your user name and password, and to do so as to all your Subscriptions. In the event an assistant's license, team license or other arrangement involving multiple user name-password sets, and/or multiple persons having access to Applications you have Subscribed for, is granted, agreed to or acquiesced in by Company, you will be responsible for the security, safekeeping, management and control of such account(s), all such user name-password sets, the relevant Application and other Company Items and all receipt of, access to and use of same; and the above terms shall be construed to apply in full in such circumstances to any and all such accounts, user name-password sets and multiple-person use.
Internet Access; System Requirements Use of the Application, or certain parts thereof, may require access to the Internet. Additionally, use of the Application, or certain parts thereof, may require particular equipment, software, data access and/or telecommunications services, and Company may change those requirements from time to time in its sole discretion and without prior notice. You are solely responsible for obtaining, configuring, maintaining, and paying all fees, taxes, expenses and other charges related to, any equipment, software, data access and/or telecommunications services necessary for you to access the Internet and/or make use of the Application.
Application License
License Grant - During the term of your Subscription, and subject to all terms and conditions of this Agreement (including, without limitation, any applicable Supplemental Terms), Company hereby grants you a personal, limited, revocable, nonexclusive, non-sublicensable, nontransferable license to do the following, but only for your own internal purposes (for example, not for re-sale, shared use, distributed use, service bureau use, framing or posting to, or using on or in, another's website or other media, etc.) and only in a manner consistent with (i) the User Documentation provided by Company and relating to the Application ("User Documentation"), (ii) options clearly permitted by Company's provision of templates or other presentation of the Application, (iii) any applicable Supplier Rules and (iv) other express authorizations, limitations and instructions by Company: (a) download, install, and use on your personal computing device (or on multiple computing devices insofar as use on multiple computing devices is possible without breaching this Agreement and is not otherwise prohibited) any and all software components of the Application that Company makes available to you for downloading over the Internet; (b) install and use on your personal computing device (or on multiple computing devices insofar as use on multiple computing devices is possible without breaching this Agreement and is not otherwise prohibited) any and all software components of the Application that Company provides to you on physical media; (c) access and use any and all components of the Application that Company makes available to you directly through the Internet using your authorized username and password; (d) make use of any and all services components of the Application; and (e) make use of any and all data, software, tools, diagrams, materials, pictures, text, products, services, features, Special Content and other information or Content representing components of, or made available by Company through or in connection with, the Application ("Included Content") that are made accessible for your use. All rights not expressly granted are reserved.Limitations Except as expressly permitted above in this Section 4, you may not receive, access, use or reproduce the whole or any part of the Application, any Included Content, the User Documentation, any Modifications or any Copies (the "Company Items"). You may not: (a) sell, sublicense, rent, lend, lease, timeshare, publicly display or perform, commercialize, or transfer any of the Company Items in whole or in part, or otherwise make any of the Company Items in whole or in part available to any third party; (b) use, on a re-seller, service bureau, shared-use or distributed-use basis, any of the Company Items in whole or in part for the benefit of any third party; (c) modify, translate, or create derivative works of any of the Company Items in whole or in part; (d) reverse assemble, reverse compile, or reverse engineer any of the Company Items in whole or in part; (e) alter or modify any disabling, monitoring, tracking or data-capture mechanism that may be resident in any of the any of the Company Items; (f) remove, alter, or obscure any copyright notice or other proprietary notice or legend that is on or in any of the Company Items; (g) use any part of any of the Company Items to transmit or facilitate the creation or transmission of email messages in violation of applicable laws or otherwise in excess of one thousand (1,000) bulk or marketing email messages per day; or (h) receive, access or use any part of any of the Company Items for fraudulent purposes, in violation of any laws, regulations or rights of others, in any way that undermines, interferes with or otherwise harms or threatens others, others' activities or any of the Company Items or their integrity, security, operability or stability, to harass others, or in violation of this Agreement or the User Documentation (as any of them may be modified from time to time). You agree to comply with all applicable laws and regulations pertaining to your receipt of, access to or use of any of the Company Items. Export of any of the Company Items, or of any access to or use of any of them, is not permitted.
Responsibility for Use; User Content
Responsibilities You are solely responsible for your use of the Application, any Included Content, any Modifications, the User Documentation and any Copies, including, without limitation, any such use by way of your user name and password (collectively, "Productive Use"), and for all consequences or results of such use. You are also solely responsible for your use of any Content that is input, stored, transmitted or otherwise introduced by way of such Productive Use, including, without limitation, any such use by way of your user name and password, and all consequences and results of such use. As used in this Agreement, "Content" means documents, files, images, sound samples, files or media, video samples, files or media, data, software, utilities, features, tools, diagrams, pictures, text, links, information, and other content or materials. As used in this Agreement, "User Content" means any Content created by or belonging to you, or obtained by you from or provided to you (directly, via the Application or otherwise) by a third party, and that you publish, distribute, allow, post, upload, link to, frame, display, transmit or make use of in connection with Productive Use of the Application. You hereby promise, represent and warrant to Company that any User Content, and also your use of same, will not: (a) infringe upon or otherwise violate any laws or regulations, nor any intellectual or industrial property rights (including, without limitation, copyrights, patent rights, trademark rights, and trade secret rights), contract rights or any other rights (such as the rights of privacy and publicity) of any third party; (b) contain or constitute any software viruses, trojan horses, worms, time bombs, other similar harmful or deleterious programming routines, or other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any equipment, software, or telecommunications services; (c) contain or constitute any unlawful, harassing, abusive, harmful, threatening, profane, defamatory, obscene or otherwise objectionable or offensive content, characteristics or materials; or (d) violate any applicable laws.Storage. You may store User Content on Company's servers for use with the Application, and Company will use commercially reasonable efforts to backup such User Content periodically. However, you acknowledge and agree that Company has no responsibility or liability for any deletion, destruction, corruption, or other loss of User Content. Company may, from time to time, set limits on the amount of disk or storage space allotted to you for the Application on Company's servers, including the storage of User Content. Further, Company may charge storage fees for storing and/or backing-up User Content or for otherwise exceeding your storage limits. You will be notified of any exceeding of such limits and of any storage fees that apply (or any changes to either) via one or more of the Subscriber Notification Methods.
License. You agree that Company (including its Affiliates, contractors and service providers), subject to any specific restrictions expressly provided for herein, shall have the right to make any and all use of (or to refrain from using) any User Content, or other Content you or your suppliers provide in connection with the Application or this Agreement, insofar as is necessary, incidental or useful to Company's performing or administering this Agreement, exercising its rights hereunder or providing, maintaining, supporting, promoting or otherwise managing the Application (the "Content License"). The Content License, without limiting the foregoing, shall be construed to permit Company to copy, store, display, distribute, make derivatives of, adapt, abridge, add to, modify and otherwise use all such Content as long as undertaken in exercise of the rights granted in the foregoing sentence, and to do so by way of any and all media, means and technology (whether or not now known or invented) as it wishes. The Content License is worldwide, perpetual, irrevocable and royalty-free.
Modifications Company may upgrade, enhance, change, suspend, discontinue, or otherwise modify any functions, features, aspects or components of the Application, its presentation, the manner in which it is delivered, accessed or made available, how it is used or operated, any Included Content and the User Documentation (collectively, "Modifications") at any time in its sole discretion and without notice. Any Modifications made available to you will be subject to the terms of this Agreement relating to the Application. If required by the Company, You must promptly replace the version of any Application or component thereof You have installed on Your computer (and delete from your computer and otherwise destroy all copies of same) with any such Modification that the Company issues as a replacement version and specifies is required to be used in place of one or more such prior versions. You shall not be entitled to any abatement in Subscription Fees for reasons relating to Modifications, any lack thereof or any failure or delay in providing same. Company reserves the right in its sole discretion to separately price and charge for Modifications.
Suspension; Termination If Company believes, in its sole discretion, that you have breached, violated or otherwise failed to comply with any term or condition in this Agreement, Company may (a) suspend your receipt of, access to and use of the Application or any other Company Item, until such time as Company believes, in its sole discretion, that you have cured such violation or that a violation did not occur, or (b) terminate your Subscription(s) immediately and without notice, or do so after a period of suspension if the problem has not been satisfactorily cured or otherwise satisfactorily addressed during that period. During any such period of suspension, and also in the event of any such termination, you shall not be entitled to a refund or abatement of any Subscription Fees. Company may also terminate your Subscription(s) for any reason or for no reason upon thirty (30) days prior notice via one or more of the Subscriber Notification Methods, in which event you shall receive a prorated refund of any prepaid, periodic Subscription Fees (such proration to be calculated using the date on which the Subscription terminated). Company also reserves the right to terminate, suspend or otherwise limit your receipt of, access to or use of the Application or any other Company Item, with or without notice, if in its sole discretion it determines doing so is or could be necessary, useful, prudent or helpful in connection to responding to, investigating, redressing, dealing with or otherwise addressing any actual, alleged, suspected or reasonably possible violation of law, harassment or incitement of others, mischief, breach of this Agreement, infringement of rights (of Company or others), breach of obligations to others or like circumstances. In the event of any such suspension or termination, except insofar as the Company has exempted You in writing, You must immediately delete from your computer, and otherwise destroy all copies of, any Application or component thereof You have installed on Your computer, and,in the case of a termination, otherwise comply with the "Effects Upon Termination" section of this Agreement, below.
NO REPRESENTATIONS OR WARRANTIES AS USED IN THIS AGREEMENT, THE "SUBJECT MATTER" MEANS THE APPLICATION, ANY INCLUDED CONTENT, THE SUBSCRIPTION, ANY ASSOCIATED USER DOCUMENTATION, ALL MODIFICATIONS, ALL SERVICES PROVIDED OR OFFERED (OR NOT PROVIDED OR OFFERED) UNDER OR IN CONNECTION WITH THIS AGREEMENT, ALL ACTS AND OMISSIONS UNDERTAKEN (OR NOT UNDERTAKEN) UNDER OR IN CONNECTION WITH ANY OF THE FOREGOING, AND ANY PART OF OR ITEM RELATING TO ANY OF THE FOREGOING. THE SUBJECT MATTER, IS PROVIDED STRICTLY ON AN "AS AVAILABLE," "AS IS" BASIS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND COMMITMENTS OF ANY KIND WITH RESPECT TO THE SUBJECT MATTER, INCLUDING, BUT NOT LIMITED TO, ANY AND ALL IMPLIED WARRANTIES OF OR OTHER COMMITMENTS AS TO NON-INFRINGEMENT, TITLE, MERCHANTABILITY, QUIET ENJOYMENT, QUALITY OF INFORMATION, AND FITNESS FOR A PARTICULAR PURPOSE.
LIMITATIONS ON AND EXCLUSIONS OF LIABILITY IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, REVENUE OR SAVINGS, LOST DATA OR CONTENT, LOSS OF OR DAMAGE TO BUSINESS OPPORTUNITY, BUSINESS INTERRUPTION OR THE LIKE), ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OF THE SUBJECT MATTER, ANY BREACH OF THIS AGREEMENT OR ANY ACTS OR OMISSIONS RELATING TO THIS AGREEMENT OR ITS PERFORMANCE (INCLUDING, WITHOUT LIMITATION, THE USE OR INABILITY TO USE OR BENEFIT FROM THE APPLICATION OR ANY OTHER SUBJECT MATTER). IN ANY CASE, COMPANY'S ENTIRE LIABILITY UNDER THIS AGREEMENT OR IN ANY WAY RELATING TO ANY OF THE SUBJECT MATTER SHALL BE LIMITED, IN THE AGGREGATE AND REGARDLESS OF THE NUMBER OR TIMING OF CLAIMS ASSERTED, TO THE GREATER OF $2,000 OR THE TOTAL FEES RECEIVED BY COMPANY HEREUNDER FOR THE TWELVE (12) CALENDAR MONTHS IMMEDIATELY PRECEDING THE MONTH IN WHICH A CLAIM IS FIRST FILED OR ASSERTED AGAINST COMPANY. IN THE EVENT A CLAIM IS FIRST FILED OR ASSERTED BEFORE TWELVE CALENDAR MONTHS HAVE ELAPSED UNDER THIS AGREEMENT, THEN SUCH MAXIMUM LIABILITY AMOUNT SHALL BE THE GREATER OF $2,000 OR THE TOTAL FEES RECEIVED BY COMPANY HEREUNDER FOR THE PERIOD ENDING WITH THE DATE OF SUCH FILING OR ASSERTION. THE TERMS OF THIS SECTION 12 SHALL APPLY WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OR LIKLIHOOD OF THE LOSS, INJURY, DAMAGE OR LIABILITY SUFFERED OR EXCLUDED, AND REGARDLESS OF THE THEORY OF RELIEF ASSERTED (E.G., WHETHER IN CONTRACT, TORT, NEGLIGENCE, BREACH OF WARRANTY, STRICT LIABILITY IN TORT OR BY STATUTE, OR OTHERWISE) AND WHETHER OR NOT ANY REMEDY OFFERED OR PERFORMED BY COMPANY IS ALLEGED OR HELD TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. ANY ACTION AGAINST COMPANY FOR RELIEF OF ANY KIND MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE. THE TERMS OF THIS SECTION 12 REPRESENT IMPORTANT AGREED AND BARGAINED-FOR UNDERSTANDINGS OF THE PARTIES AND COMPANY'S COMPENSATION HEREUNDER REFLECTS SUCH TERMS.
Indemnification You agree to indemnify, defend, and hold harmless Company from and against any and all allegations, demands, claims, actions, lawsuits, liabilities, losses, damages, fines, penalties, judgments, settlements, awards, costs, and other expenses of any kind (including, without limitation, reasonable attorneys' fees and litigation costs) arising out of, resulting from, or in connection with any of the Subject Matter, your breach of this Agreement, or your use (or misuse) of the Application or any other Subject Matter. It shall at all times remain Company's right to itself defend and settle any claims, actions or proceedings that are subject to indemnification hereunder (although it will not settle any such claim or action without your consent, which in no event shall be unreasonably withheld, delayed or conditioned) and receive reimbursement for the costs thereof pursuant to this Section 34.
Third Parties Extension of Certain Provisions to the Benefit of Suppliers, Others. The disclaimers and protections of Section 32, the limitations on liability, exclusions of liability and protections of Section 33 and the indemnification rights and protections of Section 34 are hereby specifically deemed made by (in the case of disclaimers), and extended to and for the benefit and protection of, each Designated Third Party with respect to any Content (including, without limitation, Special Content or other Included Content), software, technology, facility, service or other item referenced further below in this paragraph, and each has the right to enforce such provisions directly against you, although Company reserves the right in its sole discretion to enforce, or decline to enforce, such provisions on behalf of such third parties with or without the third party's consent. "Designated Third Party" means: (I) any direct or indirect supplier, licensor, vendor, contractor, service provider, parent organization, subsidiary or Affiliate of Company (including their respective successors and assigns) that directly or indirectly provides any Content (including, without limitation, Special Content or other Included Content), software, technology, facility, service or other item that is in any way (a) received in connection with or as a part of, accessed through or used in connection with or by way of the Application or any other Company Item or (b) used as a part of, or in connection with providing, maintaining or supporting, the Application or any other Company Item or any access to same, but excepting any such third parties Company might specifically exclude as a Designated Third Parties; and (II) all Affiliates of Company and all directors, officers, employees, agents and representatives of Company or of any such Affiliate (including their respective successors and assigns). An "Affiliate" of Company or of any other person shall mean a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Company or other person specified. The term "person" shall be read broadly and may include a corporation, partnership, limited liability company, trust, consortium, association, company or organization, or a human individual. You also agree that your sole recourse (unless expressly waived by Company in a signed writing dedicated to that purpose) as to any allegation regarding the Application or other Subject Matter, regarding the quality, features, functionality or performance of same, regarding any negligence or violation of law relating to any of the foregoing, regarding the marketing, distribution, maintenance, support or providing of any of the foregoing or regarding this Agreement is exclusively a claim against Company and no other person, and any other person named in any claim by you that runs contrary to this provision shall have the right to enforce such provision directly against you, as shall Company itself.
Confidential and Proprietary Information You agree that any Sensitive Company Information shall be deemed proprietary to Company (and, as between the parties, only to Company) and confidential information of Company. You promise to hold all Sensitive Company Information in strict confidence, not to disclose any of it to any third party without Company's express written consent, not to use any of it for any purpose except to fulfill Your express duties under this Agreement, to return or destroy all of it upon any termination of this Agreement (except insofar as needed to fulfill duties hereunder that continue after termination of this Agreement) and to confirm to Company, in writing, Your compliance with this paragraph as may be requested by Company from time to time. You agree that all technology, systems, data and processes related to Bizzpage.com are proprietary and confidential to Company and You promise to take no action nor engage in any omission to act that would appropriate, interfere with, impair or in any way threaten any such property or Company's rights and interests in respect of any such property. "Sensitive Company Information" means any information disclosed or otherwise provided to You by Company or by way of the performance of this Agreement (including, without limitation, any name, contact information, personal information or other information concerning any user or any person related to or associated with such Person) shall be deemed proprietary to Company (and only to Company). For the avoidance of doubt, the confidentiality and limited use provisions of the Main Agreement Terms remain applicable and binding notwithstanding, and in addition to, this paragraph of this Supplement.
Representation You represent and warrant that You, as the person indicating assent to this Agreement, are of the age of legal majority and are fully competent and authorized to enter into this agreement and that every authorization and consent that You may need in order to validly enter into this agreement has already been obtained by You.
Complaints, Inquiries If Company is contacted with a complaint, comment or inquiry about, or otherwise becomes aware of or concerned regarding, any use of, activity, trend or problem relating to, or Content that may be posted to, perceptible on or through, linked to or otherwise available on or through use of, the website or Application then (a) Company will be free (without notice) to take or refrain from taking any action it deems, in its sole discretion, to be appropriate, advisable, useful, preferable, prudent, protective or mitigating, (b) Company shall have absolutely no responsibility or liability to you or others as a consequence of any such action or inaction, and (c) you will indemnify, defend and hold Company and its Affiliates and their respective directors, officers, employees, agents and representatives ("Company Persons") harmless from and against all lawsuits, claims, actions, damages, loss, injury, costs (including, without limitation, attorneys fees, experts fees and other defense costs), expenses, penalties, interest and liability (collectively, "Claims Or Losses") incurred by, owed by or adjudicated or awarded against any such Company Person, or otherwise asserted by or owed to any third party, as a result of, in the course of defending or addressing, or in connection with any such lawsuit, claim or action, any such action or inaction or any such use, activity, trend, problem or Content.
Disclaimer, Understandings Regarding Website Content or Wrongs Company shall be under no obligation, but does reserve the right (without notice), to monitor, pre-screen, block, remove, render inaccessible and otherwise regulate and address any website or Content. In no event will Company be responsible for any libel, slander, defamation, rights-infringement or legal wrong that might be committed in connection with the website or Application, nor for the appropriateness, accuracy, sufficiency, correctness, legality, veracity, completeness, or timeliness of any use of, activity, trend or problem relating to, or Content that may be posted to, perceptible on or through, linked to or otherwise available on or through use of, the website or Application. You promise to always use caution when collecting, storing, using, transferring, sharing, posting, publishing, disclosing or otherwise dealing with any personally identifying information about you or any other person or organization.
Certain Specific Restrictions
With respect to the website or any Content, you agree not to:post, upload, link to, frame, display or otherwise transmit any Content which is false or misleading or impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
post, upload, link to, frame, display or otherwise transmit any Content that is threatening, abusive, harassing, tortious, defamatory, obscene, indecent, pornographic, libelous, invasive of another's privacy, hateful, racially and ethnically objectionable, otherwise objectionable or offensive, or inapplicable to or irrelevant to a professional business website;
post, upload, link to, frame, display or otherwise transmit any Content as to which you do not have all necessary rights and freedom to post or transmit (including, without limitation, personally identifying information, and information learned or disclosed as part of employment relationships or under nondisclosure agreements);
post, upload, link to, frame, display or otherwise transmit any Content, such that such posting, uploading, or transmission constitutes the infringement of any patent, trademark, trade secret, copyright or other proprietary rights of any party, or the violation of any right of publicity or privacy right;
post, upload, link to, frame, display or otherwise transmit any Content that constitutes, contains or has not been appropriately checked for viruses or any other like computer code, files or programs designed or known to (i) interrupt, impair, disable, interfere with, destroy or limit the functionality of any computer, software, system, hardware, network or telecommunications systems;
attempt to improperly access any accounts, websites, blogs, information or Content of others, or attempt to penetrate security measures of Company or others or of their systems ("hacking"), whether or not the intrusion results in corruption or loss of data;
post, upload, link to, frame, display or otherwise transmit any Content that impose an unreasonable or disproportionately large load on Company's infrastructure, systems or resources or that exceed any limits established by Company in connection with the Application;
post, upload, link to, frame, display or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "spam," "chain letters," "pyramid schemes," or any other form of solicitation, unless permitted by applicable law;
interfere with or disrupt the Application or any software, computers, systems, devices or networks supporting or connected to the website or Application, or refuse or fail to comply with any requirements, procedures, policies or regulations, practices and limits of networks supporting or connected to the website or Application;
intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities Exchange Commission, any rules of national or other securities exchange, including without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;
forge any headers or other manipulation of identifiers in order to disguise or falsify the origin of any Content transmitted through the website;
promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty to animals; or
sell, distribute, disseminate, frame or link to any sites for marketing, sales or distribution of firearms, explosives, ammunition, liquor, tobacco products and any products or services that (a) you cannot legally sell, (b) are misrepresented, and/or (c) if sold via the website could cause Company to violate any law or regulation;
disclose, post, upload, link to, frame, display or otherwise transmit any personal or private information, images or other Content about children or any third party without their consent (or a parent's consent in the case of a minor).
- Third-Party Disputes, Transactions Company is not and will not be responsible for (a) any transaction between you and any third party nor the terms and conditions of any such transaction, (b) any insufficiency of or problems with any such third party's background, insurance, credit or licensing, or (c) the quality of services or products provided by or to any such third party or any legal liability arising out of or related to such services or products. In the event you have a dispute with any such third party, you will indemnify, defend and hold all Company Persons harmless from and against all Claims Or Losses relating to such dispute incurred by, owed by or adjudicated or awarded against any such Company Person.
- No Response Time, Up Time or Other Guarantees No guarantee, warranty, representation or promise of availability, uptime, response-times, performance or quality of the website or some or all of its features on or through the World Wide Web or Internet is made by Company, and you understand that there will be times that persons seeking to visit or go to the website might not be able to access, visit or use it or some or all of its features and that availability, uptime, response-times, performance and quality might not be satisfactory.
Dependence on Third-Party Technology, Materials You understand that the Application makes use of, or is based in part on, information, software, technology, Content, materials and/or services made available under an agreement(s) between Company and the owner(s) or provider(s) of same; and you acknowledge and agree that should such agreement(s), any party's performance obligations thereunder or any of such third-party technology, content, materials or services for any reason expire, be suspended, be cancelled, terminate or be become subject to an injunction, legal challenge or material modification, then this could result in the Application becoming in whole or in part changed, disabled, unavailable or otherwise unusable.
No Transfer to you of Proprietary Rights In purchasing a Subscription for the Application: you obtain only the rights of a licensee; those rights continue no longer than the time during which your Subscription is kept in effect; and you obtain no ownership or proprietary rights in, nor, on the expiration, suspension, cancellation or termination of that Subscription, any right to continued availability of, receipt of, access to or other use of the website or of any content whatsoever that might be on, in or otherwise associated with the website.
Possible Non-Applicability of Some Provisions of the Main Agreement Terms Because the Main Agreement Terms were developed for multiple kinds of products and services, sometimes the Company will conclude that certain provisions of the Main Agreement Terms might not fit appropriately with, and should not apply to, one or more of such products or services. Accordingly, the Company reserves the right, in its sole discretion, to exclude any one or more of the provisions of the Main Agreement Terms from applicability to the Application and your Subscription to it.
Comments/Postings Insofar as the Application allows third party users of or visitors to any website resulting from your deployment of the Application (i.e., visitors to your website) to submit or post Blog Visitor Submissions, you agree to remove from your deployment of the Application, or otherwise render inaccessible, any Blog Visitor Submission as soon as it comes to your attention that such Blog Visitor Submission, or its presence or publication on your website, violates or probably violates (a) this Agreement or any relevant standards established by this Agreement or (b) any more restrictive standards you might establish for the website. As used in this Supplement, "Blog Visitor Submission(s)" means comments, questions, replies or other Content of any kind that any user of or visitor to your website (or any blog area/feature of the website) submits or posts. As used in this Supplement, the term "post" (including any other tense or form of such word so used) will be construed to include post, publish, distribute, allow, upload, link to, frame, display, transmit or make use of (or the appropriate tense or form thereof). Regarding any Blog Visitor Submissions or other Content posted to your website (including, without limitation, postings by you), or any blog area/feature of the website, you agree that Company (including its Affiliates, contractors and service providers, and other designated third parties), may in its sole discretion, for any purpose (e.g., informational, promotional, educational, instructional, etc.) and without owing you, your suppliers or others any royalty, fee or other compensation, post any and all such Content – or a portion thereof, a link thereto, a framing thereof or an automated feed thereof (e.g., via an RSS feed mechanism) – on any other website(s), blog site(s) or other syndication media and otherwise disseminate same unless and until you opt out of such syndication or dissemination by indicating your opt out preference in the Application (i.e., within the dashboard or other area designated for such opt out). Such license (the "Syndication License"), without limiting the foregoing, shall be construed to permit Company to copy, store, display, distribute, make derivatives of, adapt, abridge, add to, edit, modify and otherwise use all such Content (in whole or in part) as long as undertaken in connection with the exercise of the rights granted in the foregoing sentence, and to do so by way of any and all media, means and technology (whether or not now known or invented) as it wishes. The Syndication License is worldwide, perpetual, irrevocable and royalty-free. However, if and when you opt out as provided for above then such Syndication License shall not apply to any such Content newly posted to your website (or any blog area/feature of the website) following the date that is ten (10) business days after such opt out; also, any such attribution addressed below may be ceased (in Company's sole discretion) on or at any time after such opt out. To the extent Company exercises the Syndication License regarding Blog Visitor Submissions or other Content posted to your website (or any blog area/feature of the website), Company shall use reasonable efforts to attribute your website (or any blog area/feature of the website) as the source; Company may do this using such method or methods as it selects in its discretion (e.g.: rendering a key word, caption, icon or other element as a hypertext link to your website (or any blog area/feature of the website); naming you or your website (or any blog area/feature of the website) or the URL of your website (or any blog area/feature of the website); providing an index of contributors; etc.). Where the site, media or other destination for such syndication or dissemination is not owned and controlled by Company or its Affiliates, however, Company makes no commitment regarding such attribution.
Identification and Contact You agree to at all times maintain, conspicuously, on your Blog (at least on the first or home page thereof, and without need of scrolling down to view same) your name, company (if related to the Blog) and contact information, and to at all times leave it clear to visitors to the Blog that you and no other are the operator of the Blog and responsible for its content.
Copyrights and Trademarks (a) All materials contained on the website are copyright June 1, 2008, www.bizzpage.com (the "website"). All rights reserved. (b) No person is authorized to use copy or distribute any portion the website including related graphics. BizzPage.com and other trademarks and/or service marks (including logos and designs) found on the website are trademarks/service marks that identify BizzPage.com and the goods and/or services provided by BizzPage.com. Such marks may not be used under any circumstances without the prior written authorization of BizzPage.com.
Links to Third-Party Websites BizzPage.com may provide hyperlinks to third-party websites as a convenience to users of the website. BizzPage.com does not control third-party websites and is not responsible for the contents of any linked-to, third-party websites or any hyperlink in a linked-to website. BizzPage.com does not endorse, recommend or approve any third-party website hyperlinked from the website. BizzPage.com will have no liability to any entity for the content or use of the content available through such hyperlink.
No Representations or Warranties; Limitations on Liability The information and materials on the website could include technical inaccuracies or typographical errors. Changes are periodically made to the information contained herein. BIZZPAGE.COM MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY INFORMATION, MATERIALS OR GRAPHICS ON THE WEBSITE, ALL OF WHICH IS PROIVDED ON A STRICTLY "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES WITH REGARD TO ANY INFORMATION, MATERIALS OR GRAPHICS ON THE WEBSITE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. UNDER NO CIRCUMSTANCES SHALL THE SITE OWNER OR PUBLISHER BE LIABLE UNDER ANY THEORY OF RECOVERY, AT LAW OR IN EQUITY, FOR ANY DAMAGES, (INCLUDING, BUT NOT LIMITED TO LOSS OF USE OR LOST PROFITS), ARISING OUT OF OR IN ANY MANNER CONNNECTED WITH THE USE OF INFORMATION OR SERVICES, OR THE FAILURE TO PROVIDE INFORMATION OR SERVICES, FROM THE WEBSITE.
Changes to These Terms of Use BizzPage.com reserves the right to change these Terms of Use at any time by posting new Terms of Use at this location. You can send email to BizzPage.com with any questions relating to these Terms of Use at support@BizzPage.com. BizzPage.com uses the above-described information to tailor our content to suit your needs and help our advertisers better understand our audience's demographics. This is essential to keeping our service free. We will not share information about individual users with any third party, except to comply with applicable law or valid legal process or to protect the personal safety of our users or the public.
Proper Use of BizzPage.com BizzPage.com works with its users to keep the website working properly. Please report problems, offensive content, and policy violations to us. BizzPage.com works to ensure that users and user-generated content does not infringe upon copyright, trademark or other rights of third parties. If you believe your rights have been violated, please notify BizzPage.com. Without limiting other remedies, we may limit, suspend, or terminate our service and user accounts, prohibit access to our website, delay or remove hosted content, and take technical and legal steps to keep users off the website if we think that they are creating problems, possible legal liabilities, or acting inconsistent with the letter or spirit of our policies. We also reserve the right to cancel unconfirmed accounts or accounts that have been inactive for a long time.
No Agency No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
Right to Use Trademarks and Photographs; Permits and Licenses; No Endorsement; Indemnification A. Customer represents and warrants that it has the right to use any trademark, trade name, or copyrighted material included in any copy submitted to Publisher. Customer also represents and warrants that it has the right to use any artwork, portrait, picture or illustration of a person shown in any copy submitted to Publisher. Customer will notify Publisher, in writing, if Customer should cease to have any such right. Customer assumes sole responsibility for the protection of its intellectual property rights in any writing, pictorial illustration, design, map, photograph, or combination thereof, included in its print advertising or the Internet Services. B. Customer represents and warrants that it holds all necessary permits and licenses to provide the products and services identified in its print advertising or in the Internet Services and to appear under the heading classification(s) listed on the reverse side of this agreement. Customer agrees that it is responsible for ensuring that its print advertising and Internet Services comply with any laws or regulations that may be applicable to its business. Customer understands and agrees that Publisher does not approve or endorse any of Customer's products or services, whether or not identified in Customer's print advertising or in the Internet Services. C. Customer agrees to indemnify Publisher (and its employees, affiliates and agents) against, and hold Publisher (and its employees, affiliates and agents) harmless from, all liability, claims demands, suits or causes of action, whether or not partially attributable to the negligence of Publisher, and will pay all expenses, including reasonable attorney fees, settlements, and/or judgments, incurred by Publisher in the defense thereof, arising out of Customer's breach or alleged breach of the foregoing representations and warranties.
Successors and Assigns; Entire Agreement Customer acknowledges having entered into this agreement without relying upon any promises, statements, estimates, representations, warranties, conditions or other inducements, expressed, implied, oral or written, not specifically set forth herein. This agreement contains the entire understanding between the parties and shall bind the parties and their respective successors and assigns. Customer may not assign its rights hereunder without the prior written consent of Publisher, and no such assignment shall relieve Customer of its liability hereunder.
Collection Expense In the event Publisher refers Customer's account to a collection agency or attorney due to a non-payment, Customer will be liable for all of Publisher's reasonable costs and expenses incurred in connection with Customer's non-payment, including, without limitation, court costs and reasonable attorneys' fees up to 25% of the amount of the unpaid account balance (plus interest accrued thereon).
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Miscellaneous A. The individual signing this agreement on behalf of Customer represents and warrants that he or she is authorized to sign as an owner, officer, partner, or employee of Customer ant that he or she is empowered to bind Customer to the term and conditions contained herein. B. This agreement shall be governed by, and interpreted in accordance with, the laws of the state in which Customer maintains its principal place of business. C. Rates include Sales Tax where applicable. D. If any provision of this agreement is held to be unenforceable, such holding shall in no way invalidate any other provision hereof, and this agreement shall remain in full force and effect. E. This agreement may be executed and delivered in any number of counterparts, and all such counterparts shall constitute the same instrument. Customer understands and agrees that an authentic copy or electronic reproduction of this agreement shall have same force and effect as an original counterpart. F. This agreement supersedes any other verbal or written agreement between Customer and Publisher. This agreement may not be changed except by a writing signed by an authorized signatory of Customer and Publisher.
Authority; Persons Obligated; Signer Obligated: The signer agrees that he/she has the authority and is signing this agreement (1) in his/her individual capacity, (2) as a representative of the Customer, and (3) as a representative of the entity identified in the advertisement or for whose benefit the advertisement is being purchased (if the entity identified in the advertisement is not the same as the Customer or the signer). By his/her execution of this agreement, the signer personally and individually undertakes and assumes, jointly and severally with the Customer, the full performance of this agreement, including payment of amounts due hereunder.
Customer's Additional Representations and Warranties Customer represents, warrants and covenants that Customer has the necessary rights to provide all information provided under the Agreement (including all content, data, data feeds, listings, titles, URLs, descriptions and, if applicable, selected keywords) for use as described in the Agreement, and that all such information and all claims, statements, products and services contained or referenced therein and in the Web site(s) to which it links: (a) do not violate any law, statute, ordinance, treaty or regulation or policy or guideline of Publisher; (b) do not infringe any copyright, patent, trademark, trade secret or other intellectual property right of any third party; (c) do not breach any duty toward or rights of any person or entity including rights of publicity or privacy, and have not otherwise resulted in or are not likely to result in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity; (d) are not false, deceptive or misleading; (e) are not defamatory, libelous, slanderous or threatening; and (f) will be free of viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots or other computer programming routines that may potentially damage, interfere with, intercept or expropriate any system data or personal information.
Force Majeure Publisher shall not be liable for any default or delay in the performance of any of its obligations under this Agreement if such default or delay is caused, directly or indirectly, by forces beyond Publisher's reasonable control, including, without limitation, fire, flood, acts of God, labor disputes, accidents, acts of war or terrorism, interruptions of transportation or communications, power outages, supply shortages or the failure of any third party to perform any commitment relating to the production or delivery of any equipment or material required for Publisher to perform its obligations hereunder.
Advertising Content and Intellectual Property Rights All tangible and intangible works of any kind (including, without limitation, text, graphics, images, illustrations, artwork, maps, photographs, fonts, visual and audio recordings, web sites, software, codes, HTML and other content, in whatever form or media) designed, developed, created or procured by Publisher in connection with any Advertising or Services will be the sole and exclusive property of Publisher, except for: (i) "Customer Content," which means all content that Customer provides to Publisher, including, without limitation, listing information, any trade name, trademark, trade secret, service mark, copyright, patent or other intellectual property right, any URL or domain name, any content contained on any web site referenced to or linked to by any Advertising, and any required disclosure, explanation, rule, term or condition of use related to any Advertising and (ii) any content that Publisher licenses from a third party content provider for use in connection with such Advertising or Service, including, without limitation, graphics, text and photographs (collectively, "Third Party Content"). The use of any and all Third Party Content will be subject to all restrictions and obligations imposed by the third party provider of such content ("Third Party Restrictions"). Customer agrees that Customer will produce and deliver any and all Customer Content in accordance with all applicable specifications, schedules, guidelines, procedures, deadlines, format and technical requirements as Publisher may establish from time to time (collectively, the "Publisher Schedules"). Customer acknowledges that Customer's failure to comply with any Publisher Schedule may cause publication of Advertising or performance of Services to be delayed or refused and Customer agrees that Publisher will have no liability for any such delay or refusal. If Publisher determines, in the exercise of its sole discretion, that Customer has violated Customer's obligation to comply with the Publisher Schedules, then Publisher may temporarily and/or permanently suspend its provision of, and Customer's access to and use of, any Advertising and any web site developed or to be developed for Customer by Publisher (a "Publisher-Developed Web Site"), in whole or in part, without prior notice. Customer assumes sole responsibility for (i) the protection of the trade names, trademarks, trade secrets, service marks, copyrights, patents and other intellectual property rights in any Customer Content appearing in Advertising or on a Publisher-Developed Web Site; (ii) conducting any copyright and trademark searches and other similar activities which may be necessary in relation to any domain name contained in Customer Content (including those that Publisher may register for Customer); and (iii) including appropriate copyright and trademark notices with Customer Content. Customer agrees that Publisher will have the continuing right, in the exercise of its sole discretion, to review, select from or among, revise or reject any Customer Content for any reason, including but not limited to unsatisfactory technical quality, inconsistency with any Publisher Policies (as defined in Section 2), or non-compliance with the Agreement. Notwithstanding such right, Publisher will have no liability whatsoever to Customer or any third party for any Customer Content included in any Advertising and Customer shall be solely and exclusively liable therefore. Publisher makes no representation, warranty or guarantee, express or implied, concerning the success or results of any Advertising or Service or concerning the number of people who will view an item of Advertising. Customer hereby grants to Publisher a perpetual, royalty-free, sub-licensable, non-exclusive right and license to use, copy, record, modify, display, publish, perform, prepare derivate works based on and distribute (for Publisher's sole benefit and in any form or media now known or hereafter developed, and in any and all languages) Customer Content: (i) in connection with the design, development, creation, display and publication of the Advertising (or any derivative thereof); (ii) in connection with Publisher's provision of Services; and (iii) in any Publisher marketing or promotional materials. Without limiting the generality of the foregoing, Publisher shall have the right (i) to sub-license to third parties any or all of the rights afforded to Publisher in the preceding sentence and (ii) to license to third parties the right to use, copy, record, modify, display, publish, perform and distribute the Advertising (and any portions thereof) in any form or media now known or hereafter developed, subject to (a) any Third Party Restrictions governing any Third Party Content contained in the Advertising and (b) such other terms and conditions as Publisher may deem appropriate. Publisher and its third party sub-licensees may use any presently existing and future means of communication or transmission in the exercise of any of the rights and licenses granted above.
Disclaimer and Limitation of Liability (WITH THE EXCEPTION OF THE WEBREACH BASIC) PUBLISHER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION FOR NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE. PUBLISHER DISCLAIMS ALL GUARANTEES REGARDING POSITIONING OR THE LEVELS OR TIMING OF: (I) COSTS PER CLICK, (II) CLICK THROUGH RATES, (III) DELIVERY OF ANY IMPRESSIONS ON ANY WEB REACH NETWORK SITES, (IV) CLICKS, (V) CONVERSIONS FOR ANY ADS, (VI) CALLS, OR (VII) COSTS PER CALL. EXCEPT FOR INDEMNIFICATION AMOUNTS PAYABLE TO THIRD PARTIES HEREUNDER: (a) NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY; AND (b) EACH PARTY'S AGGREGATE LIABILITY TO THE OTHER IS LIMITED TO AMOUNTS PAID OR PAYABLE TO PUBLISHER BY CUSTOMER FOR THE SERVICES GIVING RISE TO THE CLAIM. REMEDIES SET FORTH IN THIS SECTION 7 SHALL BE CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES FOR ANY CLAIMS CUSTOMER MAY HAVE UNDER THE AGREEMENT. THE ESSENTIAL PURPOSE OF THIS SECTION 7 IS TO LIMIT THE POTENTIAL LIABILITY OF PUBLISHER ARISING OUT OF THE AGREEMENT.
Our templates, style sheets, graphics and code may NOT be resold, redistributed, disassembled, reverse engineered, added to any type of collection or media online or offline, offered for download from any web site nor placed online for browse-to-buy or other type viewing purposes. Our templates may not be used in any online display of sample web sites. You may NOT extract images or code from the templates or style sheets to sell or distribute in any manner. You may NOT use any component of our templates or site content to produce what could be directly or indirectly considered a competitive venture against us. All copyrights remain with BizzPage.com.
The sole purpose for these templates is to be used on your web sites or your clients' web sites for normal viewing, navigation and utilitarian purposes for a complete, fully functional and fully customized web site developed by YOU. You may not offer them for download or resale or in a live pick/choose environment whether it be public or private. NOTE: The keywords here are "complete, fully functional and fully customized web site for you or your clients". You may *not* place our templates in whole or in part in any type of software whether online or offline nor on any type of media or server. This includes but is not limited to utilizing them as pick/choose designs in content management systems, hosting control panels or other build-your-site type programs for your customers. You are not permitted to create websites from our designs in whole or in part and mass resell or redistribute them. Mass is defined as more than one website. You are not permitted to create websites from our designs that violate the legal rights of any person or policies declared by another company. This includes but is not limited to the policies of search engines. You are not permitted to offer our designs to anyone in whole or in part as any type of incentive to buy hosting, software, or other type products or services.
Using anonymous proxy servers or other methods that mask your real IP within the members area is strictly forbidden and will result in immediate termination without a refund. We respect the privacy of all our members, however, our business security and longevity is equally as important. Any behavior by a member which threatens our business security or the security of other members will have their accounts terminated without a refund. All activity on our website is well documented and any abuse of our terms of use, policies or website security is reported to all appropriate ISPs, parent hosting companies, online fraud organizations which notify other membership-type/software companies, and local law enforcement agencies in the areas where the offenders reside.
All sales are final. Our templates are classified as copyrighted, commercial software; once opened (accessed via a membership account) or sent from our mail servers they cannot be returned nor refunds honored. This is the industry standard for software licensing agreements. You may use our copyrighted material only within our terms. As the original copyright holders, bizzpage.com makes the sole determination as to whether the use of our designs and membership services is within our terms.License of Your Content to Provider By posting, publishing, uploading, or distributing any messages, data, information, text, graphics, links, content, or other materials (collectively, "Postings") for use on this Web Site, you grant (or warrant that the owner of such rights has expressly granted) Provider a perpetual, worldwide, royalty-free, irrevocable, non-exclusive right and license, with the right to sublicense, to use, reproduce, modify, adapt, publish, publicly perform, publicly display, digitally display and digitally perform, translate, create derivative works from and distribute such Postings or incorporate such Postings into any form, medium, or technology now known or later developed throughout the universe. You agree that you shall have no recourse against Provider for any alleged or actual infringement or misappropriation of any proprietary right in Postings you provide to Provider.
Registration. Certain sections of this Web Site require you to register. If registration is requested, you agree to provide accurate and complete registration information. It is your responsibility to inform Provider of any changes to that information. Each registration is for a single individual only, unless specifically designated otherwise on the registration page. Provider does not permit a) anyone other than you to use the sections requiring registration by using your name or password; or b) access through a single name being made available to multiple users on a network or otherwise. You are responsible for preventing such unauthorized use. If you believe there has been unauthorized use, you must notify Provider immediately by emailing legalnotices@bizzpage.com.