Business Matter - Terms Of Use

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Acceptance of Terms

Welcome to the web site ("Site") of Business Matter ("Company"). Please read these terms of use ("Terms of Use") carefully before your use of the Site. By using and accessing the Site in any way, you ("You") agree to and are bound by these Terms of Use. If your use of the Site is on behalf of your employer, You represent that You are authorized to accept these Terms of Use on behalf of your employer. Company reserves the right to revise these Terms of Use at any time in its sole discretion without notice.

Limitations of Use

All materials included in the Site are provided by Company, its subsidiaries, affiliated parties, and/or third-parties licensors. All trade names, service marks, and trademarks are the property of Company, its subsidiaries, affiliated parties, and/or third-parties licensors. Unless specified otherwise, the contents, products, and services included as part of the Site are provided for your non-commercial and personal use, and You may not display, transmit, distribute, copy, modify, perform, reproduce, publish, transfer, create derivative works from, or sell any form thereof from the Site without the explicit written permission of Company.

Company respects your privacy. By using the Site, You are consenting to the Business Matter Privacy Policy, which can be seen at http://www.businessmatter.com/privacy.shtml.

Submissions

You agree that any materials, including but not limited to plans, questions, suggestions, comments, notes, ideas, drawings, original or creative materials or other information, provided by You and submitted to Company, are non-confidential and are the sole property of Company. Company shall own the exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use of these materials for any purpose, without compensation or acknowledgment to You.

Use of Services

The services ("Services") offered by Company are covered by service agreements/terms of use ("Service Agreements"), in addition to these Terms of Use. Any Services provided, including but not limited to those intended as a preliminary trial and/or demonstration, are covered by the Limitation of Liability, Indemnification, Termination, Confidentiality, and other provisions of these Terms of Use in addition to the terms of the given Service's Service Agreements.

Limited License

Company grants you a limited license to make personal use only of the Site. Such grant does not include, without limitation: (a) any resale or commercial use of the Site or content therein; (b) the collection and use of any product listings or descriptions; (c) making derivative uses of the Site and its contents; or (d) use of robots, data mining, or similar data extraction and gathering techniques. Except as noted above, You are not granted any right or license by implication, estoppel or otherwise in or under any patent, trademark, copyright or proprietary right of Company or any third party.

You may not use, frame or utilize framing techniques to enclose any Company trademark, logo or other proprietary information (including the images found at the Site, the content of any text or the layout/design of any page or form contained on a page) without Company's express written consent. Further, you may not use any meta tags or any other "hidden text" utilizing a Company name, trademark or product name without Company's express written consent.

Termination

Company may terminate your access to any of its Services or Site content, and/or any licenses granted hereunder ("Termination") at any time in its sole discretion without notice. Company may make such change, removal, or termination at any time with or without notice in its sole discretion. Company will not be liable for such change, removal, or termination to You or any third-party. The obligations of You and Company in Sections 2, 3, 4, 8, 9, 10, 11, 12, 13, 14, and 15 shall survive Termination. Upon Termination, all licenses granted hereunder shall immediately terminate.

Limitation of Liability

UNDER NO CIRCUMSTANCES, INCLUDING WITHOUT LIMITATION NEGLIGENCE, SHALL COMPANY OR ITS OFFICERS, DIRECTORS, PARENTS, SUBSIDIARIES, EMPLOYEES, AGENTS, AFFILIATES, SUPPLIERS OR ANY OTHER PARTY INVOLVED IN PRODUCING, TRANSMITTING, CREATING, OR DISTRIBUTING SERVICES OR RELATED SERVICES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING FROM OR IN CONNECTION WITH THE USE OR INABILITY TO USE ANY CONTENT PROVIDED BY OR THROUGH THE SITE, OR RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, OR OTHER INFORMATION THAT IS SENT OR RECEIVED, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, USE, DATA OR OTHER INTANGIBLES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

Disclaimer

YOU UNDERSTAND AND AGREE THAT THE SITE AND THE INFORMATION, SERVICES, PRODUCTS AND MATERIALS AVAILABLE THROUGH IT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. YOU EXPRESSLY AGREE THAT USE OF THE SITE IS AT YOUR SOLE RISK.

TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, COMPANY AND ITS AFFILIATES DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF TITLE, OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN INFORMATION PROVIDED BY COMPANY OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PROVIDERS, MERCHANTS, SPONSORS, LICENSORS OR THE LIKE SHALL CREATE A WARRANTY; NOR SHALL YOU RELY ON ANY SUCH INFORMATION OR ADVICE.

YOU EXPRESSLY AGREE THAT USE OF THE SITE, INCLUDING ALL CONTENT, DATA OR SOFTWARE DISTRIBUTED BY, DOWNLOADED OR ACCESSED FROM OR THROUGH THE SITE, IS AT YOUR SOLE RISK. YOU UNDERSTAND AND AGREE THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR BUSINESS OR YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH CONTENT, DATA AND/OR SOFTWARE.

YOU ACKNOWLEDGE THAT COMPANY DOES NOT CONTROL IN ANY RESPECT ANY INFORMATION, PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES ON OR THROUGH THE SITE. EXCEPT AS OTHERWISE AGREED IN WRITING, COMPANY AND ITS AFFILIATES ASSUME NO RESPONSIBILITY FOR AND MAKE NO WARRANTY OR REPRESENTATION AS TO THE ACCURACY, CURRENCY, COMPLETENESS, RELIABILITY OR USEFULNESS OF CONTENT OR PRODUCTS DISTRIBUTED OR MADE AVAILABLE BY THIRD PARTIES THROUGH THE SITE.

COMPANY DOES NOT MAKE ANY WARRANTY THAT THE SITE OR ITS CONTENT WILL MEET YOUR REQUIREMENTS, OR THAT THE SITE OR CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED. COMPANY DOES NOT REPRESENT OR WARRANT THAT MATERIALS IN THE SITE OR INFORMATION PROVIDED BY COMPANY VIA EMAIL OR OTHER MEANS, ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. NOR DOES COMPANY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF COMPANY OR ITS CONTENT OR AS TO THE ACCURACY, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH USE OF THE SITE.

COMPANY ASSUMES NO RESPONSIBILITY FOR ANY DAMAGES SUFFERED BY A USER, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA FROM DELAYS, NONDELIVERIES OF CONTENT OR EMAIL, ERRORS, SYSTEM DOWN TIME, MISDELIVERIES OF CONTENT OR EMAIL, NETWORK OR SYSTEM OUTAGES, FILE CORRUPTION OR SERVICE INTERRUPTIONS CAUSED BY THE NEGLIGENCE OF COMPANY, ITS AFFILIATES, ITS LICENSORS OR A USER'S OWN ERRORS AND/OR OMISSIONS.

COMPANY DISCLAIMS ANY WARRANTY OR REPRESENTATION THAT CONFIDENTIALITY OF INFORMATION TRANSMITTED THROUGH THE SITE WILL BE MAINTAINED. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

10.

General

The failure of Company to exercise or enforce any right or provision of this agreement shall not constitute a waiver of such right or provision. If any right or provision of this agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties intentions as reflected in the provision, and the other provisions of this agreement remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

The section titles in the Agreement are for convenience only and have no legal or contractual effect.

11.

Indemnification

You shall remain solely liable for the content of any messages or other information you transmit or upload to Company. You agree to indemnify and hold harmless Company from any claim, action, demand, loss or damages, including attorneys' fees, made or incurred by any third party arising out of or relating to your conduct, your violation of these Terms of Use, or your violation of any rights of a third party.

12.

All Site materials, including, without limitation, logos, design, text, graphics, other files, and the selection and arrangement thereof are © Copyright 2006, Business Matter, Inc., ALL RIGHTS RESERVED. Except as stated herein, none of the material may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording or otherwise, without the prior written permission of Company or the respective copyright owner. Permission is granted to display, copy, distribute and download the materials on the Site for personal, noncommercial and informational use only, provided that You may not, without the permission of Company or the respective copyright owner, (a) copy, publish or post any materials on any computer network or broadcast or publications media, (b) modify the materials or (c) remove or alter any copyright or other proprietary notices contained in the materials.

13.

Trademarks

Business Matter, the Business Matter logo and the products and services described in the Site are either trademarks or registered trademarks of Company and its suppliers and licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Company. In addition, all page headers, custom graphics, button icons and scripts are service marks, trademarks and/or trade dress of Business Matter, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Company. All other trademarks, registered trademarks, product names and company names or logos mentioned herein are the property of their respective owners.

14.

Confidentiality

a.		During discussions or contacts between Company and You, Company may disclose to You or You may otherwise acquire from Company certain confidential information ("Confidential Information"), as defined below. Confidential Information may be disclosed by You only at the sole discretion of Company, which shall judge whether such disclosure is necessary or desirable. Confidential Information disclosed by Company to You or otherwise acquired by You from Company shall be utilized by You solely for purposes consistent with these Terms of Service.
b.		You agree during the term of this Agreement and thereafter to the maximum period permitted by law, that Confidential Information shall not be disclosed by You to any third party unless it can be shown that the information involved (a) was known by You prior to receipt hereunder, and such knowledge can be demonstrated by prior written records, (b) was, at the time of receipt, or subsequent thereto became, generally available to the public without fault of yours, or (c) is independently developed by personnel of yours having no knowledge of the information transmitted or acquired under this Agreement.
c.		No copies will be made or retained in any form by You of any written or recorded Confidential Information supplied hereunder.
d.		You agree that it shall not disclose to any third party the existence of this Confidentiality Agreement without the prior express written consent of Company acting through an authorized officer.
e.		At the conclusion of the dealings between You and Company, or upon demand by Company, all Confidential Information including written notes, computer disks, records and memoranda shall be returned by You to Company, and thereafter You shall make no further use of such Confidential Information.
f.		You acknowledge that You may receive Confidential Information with respect to technology or techniques developed by Company, among other things. You agree that it shall not, either directly or indirectly, develop, attempt to develop, or assist in the efforts of a third party to develop, a technology based on or derived from the Company technology described herein for the greater of five (5) years or the maximum period permitted under law.
g.		Confidential Information shall not be disclosed to any employee or consultant of yours unless (i) it is on a "need to know" basis and (ii) that employee or consultant agrees to be bound by the terms of this Agreement.
h.		"Confidential Information" shall mean all trade secrets, processes, inventions, improvements, manufacturing or systems techniques, formulas, development or experimental work, work in process, data, customer lists, prospective customer lists, business contacts, and any other secret or confidential matter relating or pertaining to the products, services, sales or other business of Company or its customers.

15.

Applicable Law

These Terms of Use shall be governed by and construed in accordance with the laws of the State of Michigan, without respect to its conflict of law provisions. You agree that any action at law or in equity arising out of or relating to these Terms of Use shall be filed only in Wayne County, Michigan, and You hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of these Terms of Use.