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Bizulo.com Terms of Service
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| Version Date: March 31, 2009 |
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| TERMS OF SERVICE AGREEMENT |
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| This Terms of Service Agreement (“Agreement”) constitutes a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and Bizulo Inc. and its affiliated companies (collectively, “Company”), concerning your access to and use of the www.bizulo.com website (“Website”). The Website allows users to obtain a variety of business consulting services (“Company Services”). Users must register in order to receive Company Services. The Company Services are hosted in the United States. |
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All users who are minors in the jurisdiction in which they reside (generally under the age of 18) must have the permission of, and be directly supervised by, their parent or guardian to use the Website. If you are a minor, you must have your parent or guardian read and agree to this Agreement prior to you using the Website.
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| You accept and agree to be bound by this Agreement by acknowledging such acceptance during the registration process (if applicable) and also by continuing to use the Website. If you do not agree to abide by this Agreement, or to modifications that Company may make to this Agreement in the future, do not use or access or continue to use or access the Company Services or the Website. |
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| USER REPRESENTATIONS |
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| By using the Company Services, you represent and warrant that: |
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- all information you submit is truthful and accurate;
- you will maintain the accuracy of such information;
- you will keep your password, if applicable, confidential and will be responsible for all use of your password and account;
- you are not a minor in the jurisdiction in which you reside, or if a minor, you have received parental permission to use this Website; and
- your use of the Company Services does not violate any applicable law or regulation or the rights of any third party.
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| YOU RECOGNIZE THAT THE QUALITY OF THE COMPANY SERVICES IS LARGELY DEPENDENT UPON THE QUALITY OF THE INFORMATION THAT YOU PROVIDE. ACCORDINGLY, YOU AGREE TO MAKE ALL REASONABLE EFFORTS TO PROVIDE COMPANY WITH DETAILED AND ACCURATE INFORMATION. |
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| USER CONFIDENTIAL INFORMATION |
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| In the course of obtaining Company Services, you will often need to provide Company with a variety of materials (the “User Materials”) and based upon such materials, Company will often provide you with a report (the “User Report”). The User Materials and User Reports will often contain information that is confidential to you (the “User Confidential Information”). For clarity, only those portions of the User Reports that contain information unique to you shall be considered User Confidential Information. You warrant and represent that you have full rights to provide Company with the User Materials and doing so does not violate any law or the rights of any third party. Company agrees to treat all User Confidential Information as confidential and will not disclose the User Confidential Information except to Company’s employees, agents, contractors and advisors on a need to know basis provided such recipients are bound by non-disclosure restrictions. Additionally, Company will only use the User Confidential Information for the purpose of providing to you the Company Services you have requested. After completion of the Company Services, upon your request, Company will either return or destroy the User Confidential Information, as you may instruct Company. Notwithstanding the foregoing, Company may retain all other documentation and information relating to the Company Services performed for you as part of Company’s business records for record keeping and business purposes. If no instruction is received, then Company will maintain and delete the User Confidential Information in accordance with Company records retention policies. Information within the following categories shall not be considered User Confidential Information subject to the restrictions set forth in this Section: (1) information that is publicly available or in the public domain at the time disclosed; (2) information that is or becomes publicly available or enters the public domain through no fault of Company; (3) information that is rightfully communicated to Company by persons not bound by confidentiality obligations with respect thereto; (4) information that is already in Company’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (5) information that is independently developed by Company; (6) information that is approved for release or disclosure by you without restriction; or (7) information that is required to be disclosed pursuant to any applicable law, regulation, judicial or administrative order or decree, or request by other regulatory organization having authority pursuant to the law; provided, however, that Company shall first have given prior written notice to you. |
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| PURCHASES FINAL |
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| All purchases of the Company Services are final and without right of refund provided Company performs the Company Services in accordance with the terms of the Website and this Agreement. Company will not refund payments if Company is unable to perform the Company Services due to your failure to provide Company with information requested by Company which is necessary for Company to perform the Company Services you have ordered. |
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| SUBMISSIONS |
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| You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Website or the Company Service, excluding User Materials ("Submissions") provided by you to Company are non-confidential and shall become the sole property of Company. Company shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you. |
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| PROHIBITED ACTIVITIES |
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- engaging in unauthorized framing of or linking to the Website;
- interfering with, disrupting, or creating an undue burden on the Website or the networks or services connected to the Website; and
- using the Website or Company Services in a manner inconsistent with any and all applicable laws and regulations.
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| INTELLECTUAL PROPERTY RIGHTS - WEBSITE |
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| The content on the Website (“Company Content”) and the trademarks, service marks and logos contained therein (“Marks”) are owned by or licensed to Company, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. All Company graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks or trade dress of Company in the U.S. and/or other countries. Company's trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the Company. Company Content on the Website is provided to you “AS IS” for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Systematic retrieval of data or other content from the Website to create or compile, directly or indirectly, a collection, compilation, database or directory without written permission from Company is prohibited. Provided that you are eligible to use the Website, you are granted a limited license to access and use the Website and the Company Content and to download or print a copy of any portion of the Company Content to which you have properly gained access solely for your personal, non-commercial use. Company reserves all rights not expressly granted to you in and to the Website and Company Content and Marks. If you download or print a copy of the Company Content for personal use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security related features of the Website or features that prevent or restrict use or copying of any Company Content or enforce limitations on use of the Website or the Company Content therein. |
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| COLLECTION AND USE OF INFORMATION BY THIRD PARTIES GENERALLY |
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| Company contractually prohibits its contractors, affiliates, vendors and suppliers from disclosing Personally-Identifying Information received from Company, other than in accordance with this Privacy Policy. Third parties are under no obligation to comply with this Privacy Policy, however, with respect to Personally-Identifying Information that users provide directly to those third parties or that those third parties collect for themselves. Company neither owns nor controls the third-party websites accessible through the Website. Thus, this Privacy Policy does not apply to information provided to or gathered by the third parties that operate them. Before visiting a third-party, whether by means of a link on the Website or otherwise, and before providing any Personally-Identifying Information to any third party, users should inform themselves of the privacy policies and practices (if any) of the third party responsible for that website, and should take those steps necessary to, in those users’ discretion, protect their privacy. |
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| INTELLECTUAL PROPERTY RIGHTS – REPORTS |
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| Data contained in the User Reports that are derived from the User Materials or are otherwise unique to your business shall be owned by you. All other portions of the User Reports shall remain the exclusive property of Company. You are permitted to use the User Reports for your internal business purposes only. You are not permitted to use or authorize others to use the User Reports for the purposes of performing services for third parties that are competitive in any way with the Company Services. |
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| DISCLAIMERS |
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YOU AGREE THAT YOUR USE OF THE WEBSITE AND COMPANY SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND THE COMPANY SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE WEBSITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THIS WEBSITE OR THE COMPANY SERVICES AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS OR OF COMPANY REPORTS, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE, (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE, (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE OR IN THE COURSE OF THE PERFORMANCE OF THE COMPANY SERVICES BY ANY THIRD PARTY, AND/OR (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE COMPANY SERVICES, OR ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE. COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WEBSITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND COMPANY WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
The Company reserves the right to change any and all content, software and other items used or contained in the Website and any Company Services offered through the Website at any time without notice. |
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| THIRD PARTY WEBSITES AND CONTENT |
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| The Website contains (or you may be sent through the Website or the Company Service) links to other websites ("Third Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software and other content or items belonging to or originating from third parties (the "Third Party Content"). Such Third Party Websites and Third Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Websites accessed through the Website or any Third Party Content posted on, available through or installed from the Website, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Websites or the Third Party Content. Inclusion of, linking to or permitting the use or installation of any Third Party Website or any Third Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Website and access the Third Party Websites or to use or install any Third Party Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Website or relating to any applications you use or install from the website. |
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| SITE MANAGEMENT |
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Company reserves the right but does not have the obligation to:
a. monitor the Website for violations of this Agreement;
b. take appropriate legal action against anyone who, in Company’s sole discretion, violates this Agreement, including without limitation, reporting you to law enforcement authorities; and
c. otherwise manage the Website in a manner designed to protect the rights and property of Company and others and to facilitate the proper functioning of the Website. |
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| PRIVACY |
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| We care about the privacy of personal information about our users. Please view the Company Privacy Policy. By using the Website or the Company Services, you are consenting to have your personal data transferred to and processed in the United States. |
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| TERM AND TERMINATION |
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| This Agreement shall remain in full force and effect while you use the Website and Company Services or are otherwise a user of the Website. |
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| WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, COMPANY RESERVES THE RIGHT TO, IN COMPANY’S SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY DENY ACCESS TO AND USE OF THE WEBSITE TO, ANY PERSON FOR ANY REASON OR FOR NO REASON AT ALL, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN THIS AGREEMENT, OR OF ANY APPLICABLE LAW OR REGULATION, AND COMPANY MAY TERMINATE YOUR USE OR PARTICIPATION IN THE WEBSITE, DELETE ACCOUNT (IF APPLICABLE) AND ANY CONTENT OR INFORMATION THAT YOU HAVE POSTED AT ANY TIME, WITHOUT WARNING, IN COMPANY’S SOLE DISCRETION. |
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| Any provisions of this Agreement that, in order to fulfill the purposes of such provisions, need to survive the termination or expiration of this Agreement, shall be deemed to survive for as long as necessary to fulfill such purposes. |
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| MODIFICATIONS |
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| Company may modify this Agreement from time to time. Any and all changes to this Agreement will be reflected on the Website and revisions will be indicated by date. You agree to be bound to any changes to this Agreement when you use the Company Services after any such modification is posted on the Website. Company may also, in its discretion, choose to alert all users with whom it maintains email information of such modifications by means of an email to their most recently provided email address. It is therefore important that you regularly review this Agreement and keep your contact information current to ensure you are informed of changes. |
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| DISPUTES |
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| YOU AND COMPANY AGREE THAT, EXCEPT AS MAY OTHERWISE BE PROVIDED HEREIN, THE SOLE AND EXCLUSIVE FORUM AND REMEDY FOR ANY AND ALL DISPUTES AND CLAIMS RELATING IN ANY WAY TO OR ARISING OUT OF THIS AGREEMENT, THE WEBSITE AND/OR THE COMPANY SERVICES (INCLUDING YOUR VISIT TO OR USE OF THE WEBSITE AND/OR THE COMPANY SERVICE) SHALL BE FINAL AND BINDING ARBITRATION. |
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| Arbitration under this Agreement shall be conducted by the American Arbitration Association (the "AAA") under its Commercial Arbitration Rules. Unless otherwise mandated by the AAA rules, the location of the arbitration shall be Queens County, New York. The allocation of costs and fees for such arbitration shall be determined in accordance with such AAA rules. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. |
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| To the fullest extent permitted by applicable law, NO ARBITRATION OR CLAIM UNDER THESE TERMS OF SERVICE SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE COMPANY SERVICE, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED. In no event shall any claim, action or proceeding by you related in any way to the Website and/or the Company Service (including your visit to or use of the Website and/or the Company Service) be instituted more than three (3) years after the cause of action arose. |
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| Notwithstanding the foregoing, Company will have the right to seek injunctive relief to enforce this Agreement or to stop or prevent an infringement of proprietary or other third party rights. In the event of litigation or to compel arbitration or to enforce an arbitration award under this Section, or to obtain an injunction under this Section, the parties hereby irrevocably consent and submit to the personal jurisdiction and venue of the state and federal courts located in Queens County, New York. This Agreement will be interpreted exclusively by New York law, excluding its conflicts of law rules. |
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| CORRECTIONS |
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| Occasionally there may be information on the Website that contains typographical errors, inaccuracies or omissions that may relate to service descriptions, pricing, availability, and various other information. Company reserves the right to correct any errors, inaccuracies or omissions and to change or update the information at any time, without prior notice. |
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| LIMITATIONS OF LIABILITY |
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| IN NO EVENT SHALL COMPANY OR ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE WEBSITE OR COMPANY SERVICES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, COMPANY’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO COMPANY FOR THE COMPANY SERVICES DURING THE PERIOD OF 12 MONTHS PRIOR TO ANY CAUSE OF ACTION ARISING. |
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CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
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| INDEMNITY |
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| You agree to indemnify and hold Company, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of the Company Services in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth herein and/or any violation by you of any law, regulation or rights of a third party. |
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| MISCELLANEOUS |
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| This Agreement constitutes the entire agreement between you and Company regarding the use of the Company Services. The failure of Company to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. If any provision or part of a provision of this Agreement is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions. |
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