Internet User Agreement For Basic and Subscription-Based Services
INTERNET USER AGREEMENT
By accessing services of Company on the Web Site, you (“User”) hereby agree to be bound by all of the terms and conditions contained in this Internet User Agreement (this “Agreement”). Company reserves the right at its discretion to change the terms of this Agreement. The amended Agreement will be made available online and is effective as soon as it is posted on Company’s Web Site. User’s continued access and use of services on the Company Web Site after the posting of any amended Agreement shall constitute User’s acceptance of, and agreement to be bound by, any such changes.
If User does not agree to the terms and conditions of this Agreement, or any amended Agreement, User may not access or use Web Site or use the Software, as that term is defined herein, via the Internet services of Company for any purpose, and User shall promptly discontinue such Internet access and use of Web Site.
- LIMITED LICENSE
- Copyright. Web Site contains original database product and service materials (“Materials”), the copyright for which is owned by Company, and which utilizes software (“Software”) developed and licensed by K12Prospects.com. to search, retrieve, and display the Materials. All other information displayed, transmitted, or carried in Web Site on the Company Web Site (including, but not limited to, directories, guides, articles, opinions, reviews, text, photographs, images, illustrations, audio clips, video clips, trademarks, service marks, and the like, collectively the “Content”) are protected by copyright and other intellectual property laws. The Materials, Software, and/or Content, and the rights thereto, are owned by Company, its affiliates, or third party licensors. User agrees to abide by all copyright notices and restrictions attached to Web Site and/or any Materials, Software, and/or Content accessed through Web Site on the Company Web Site, not to alter Web Site and/or the Materials, Software, and/or the Content in any way, and not to alter or remove any trademark, copyright, or any other notice from copies of Web Site and/or the Materials, the Software, and/or the Content.
- Subscription and License Access. In the event User purchases a Subscription and License, then subject to the terms and conditions of this Agreement, User shall have access to the Materials, Software, Content, and/or User documentation (“Documentation”) for one (12) twelve months from the date User’s Subscription and License has been approved, pursuant to the provisions of this Agreement (“Subscription”).
- Permitted Use. Subject to the terms and conditions of this Agreement, and only during the Term, as that term is defined herein and provided User has paid the appropriate Subscription fees, Company grants User a limited, personal, nonexclusive, nonsublicensable, nontransferable, and revocable license to use either the Materials, Software, Content, and/or Documentation only as permitted by this Agreement, including the right to use the Software in order to access, use, and make printouts of the Materials, the Content, and/or the Documentation. Subject to the foregoing, the User may use the Software solely to access and use the Materials, the Content, and/or the Documentation, provided the User has paid the appropriate Subscription fee(s). This limited license grants User only the right to access and use the Materials, Content, and/or Documentation for marketing and other purposes directly related to User’s business, provided that the User is not in the business of selling information, including the right to reproduce limited excerpts from the Materials, Content, and/or Documentation, to create documents prepared in the ordinary course of User’s business, and the right to print out such limited excerpts from the Materials, the Content, and/or the Documentation for such purposes; provided, however, User does not remove any trademarks, copyright, and other notice contained in such Materials, Software, Content, and/or Documentation.
- Rights Limited to User. Any and all rights under this Agreement granted to User are limited to a specific designated person that has paid, or for whom has been paid to Company, the appropriate Subscription fee established by Company for access to and use of the Materials, Software, Content, and/or Documentation as provided in this Agreement, and to whom a specific password has been issued. All passwords and access codes to the Materials, Software, the Content, and/or the Documentation are personal to the User and are not transferable or assignable by User. User will also cooperate with Company in establishing a procedure for verifying that only the specific designated person has access to the Materials, Software, Content, and/or Documentation. User will be responsible for maintaining the security of User’s account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of User’s Materials, Software, Content, and/or Documentation with or without User’s knowledge or consent.
- USE RESTRICTIONS
Except as expressly authorized pursuant to the terms of the limited license set forth in Section 1 of this Agreement, User may not and may not permit others to:
- Use the Software on or gain access to the Materials, Software, Content, and/or Documentation from more than one machine at a time, nor install them in a fashion that makes the Materials, Software, Content, and/or Documentation available on, running on or access from more than one machine at a time unless User has paid the additional user fee(s) and any other charges imposed by Company for such use or access;
- Sell, rent, lease, license, sublicense, or assign the Materials, Software, the Content, and/or the Documentation, or the use of the Materials, Software, the Content, and/or the Documentation to others;
- Transfer the Materials, the Content, and/or the Documentation or any copy thereof to another party, unless User receives written permission from an authorized agent of Company, and unless User transfers all media and written materials in Web Site and retains no copies of the Materials, Software, the Content, and/or the Documentation (including prior versions of the Materials, Software, the Content, and/or the Documentation) for User’s own use;
- Reverse engineer, decompile, disassemble, or otherwise derive the source code from the Software;
- Alter, modify, adapt, reconfigure, or prepare derivative works of the Materials, Software, the Content, and/or the Documentation;
- Provide or permit access to the Materials, Software, the Content, and/or the Documentation except for the sole use of User;
- Archive or retain any of the Materials, Software, the Content, and/or the Documentation in any form without the written permission from Company;
- Distribute (including via email or the Internet), or otherwise make available, copies of the Materials, Software, the Content, and/or the Documentation to others, whether or not for payment or other consideration, without the written permission from Company. Requests for permission to retain, distribute, or reproduce may be submitted to K12Prospects.com.
- Copy, extract, summarize, distribute, or otherwise use the Materials, Software, the Content, and/or the Documentation in any manner which competes with or substitutes for Company’s distribution of the Materials, Software, the Content, and/or the Documentation to its customers;
- Use the Materials, Software, Content, and/or Documentation other than in accordance with this Agreement and in compliance with all applicable laws and regulations (including, but not limited to, any privacy laws, and laws and regulations concerning the transmission of unsolicited advertisements, do-not-call lists, telemarketing, sweepstakes, direct mail commerce, advertising, intellectual property, consumer and child protection, obscenity, and defamation);
- Run or use any processes that run or are activated while User is not logged on to the Web Site or that “crawl,” “scrape,” or “spider” the Services; or
- Use the Web Site and/or any Materials, Software, Content, and/or Documentation in any manner that (1) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable (including, without limitation, accessing any computer, computer system, network, software, or data without authorization, breaching the security of another User or system, and/or attempting to circumvent any user authentication or security process), (2) impersonates any person or entity, including, without limitation, any employee or representative of Company, or (3) contains a virus, trojan horse, worm, time bomb, unsolicited bulk, commercial, or “spam” message, other other harmful computer code, file, or program (including, without limitation, password guessing programs, decoders, password gatherers, keystroke loggers, cracking tools, packet sniffers, and/or encryption circumvention programs.
- CHANGES IN THE WEB SITE
Company may modify, suspend, discontinue, or restrict the use of any portion of the Company Web Site, including the availability of any Materials, Software, the Content, and/or the Documentation, at any time and without notice or liability.
- GENERAL DISCLAIMER AND LIMITATION OF LIABILITY
THE COMPANY WEB SITE, INCLUDING, BUT NOT LIMITED TO, THE USE OF THE MATERIALS, THE SOFTWARE, THE CONTENT, AND/OR THE DOCUMENTATION CONTAINS FACTS, VIEWS, OPINIONS, STATEMENTS, AND RECOMMENDATIONS OF THIRD PARTY INDIVIDUALS AND ORGANIZATIONS. COMPANY DOES NOT REPRESENT OR ENDORSE THE ACCURACY, CURRENTNESS, OR RELIABILITY OF ANY ADVICE, OPINION, STATEMENT, OR OTHER INFORMATION DISPLAYED, UPLOADED, OR DISTRIBUTED THROUGH THE COMPANY WEB SITE, INCLUDING, BUT NOT LIMITED TO, THE MATERIALS, THE SOFTWARE, THE CONTENT, AND/OR THE DOCUMENTATION. USER ACKNOWLEDGES THAT ANY RELIANCE UPON ANY SUCH OPINION, ADVICE, STATEMENT, OR INFORMATION SHALL BE AT USER’S SOLE RISK. COMPANY DOES NOT MAKE ANY WARRANTY REGARDING THE COMPANY WEB SITE, INCLUDING, BUT NOT LIMITED TO, THE MATERIALS, THE SOFTWARE, THE CONTENT, AND/OR THE DOCUMENTATION, OR ANY SERVICES OR PRODUCTS PROVIDED THROUGH OR IN CONNECTION WITH THE COMPANY WEB SITE. THE MATERIALS, SOFTWARE, THE CONTENT, AND/OR THE DOCUMENTATION ARE LICENSED TO USER “AS IS”, WITHOUT ANY WARRANTY OF ANY NATURE, EXPRESS OR IMPLIED, AND BOTH COMPANY AND COMPANY WEB SITE, EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION: (A) ANY WARRANTIES AS TO THE AVAILABILITY, ACCURACY, OR COMPLETENESS OF THE MATERIALS, SOFTWARE, CONTENT, DOCUMENTATION, INFORMATION, PRODUCTS, OR SERVICES WHICH ARE PART OF THE COMPANY WEB SITE; AND (B) WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, OR MERCHANTABILITY OR AGAINST INFRINGEMENT. IN NO EVENT WILL COMPANY, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, EMPLOYEES, AGENTS, OR CONTRACTORS BE LIABLE TO USER FOR ANY DAMAGES OR LOSSES, INCLUDING, WITHOUT LIMITATION, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES RESULTING FROM OR CAUSED BY THE COMPANY WEB SITE, THE MATERIALS, THE SOFTWARE, THE CONTENT, THE DOCUMENTATION, ITS PUBLIC POSTING BULLETIN BOARDS, OR ANY ERRORS OR OMISSIONS IN THE MATERIALS, THE SOFTWARE, THE CONTENT, AND/OR THE DOCUMENTATION, EVEN IF COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY LIABILITY OF COMPANY, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, EMPLOYEES, AGENTS, OR CONTRACTORS, INCLUDING, WITHOUT LIMITATION, ANY LIABILITY FOR DAMAGES CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION, OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO ALTERATION OF, OR USE OF RECORDS, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION, CLAIMS OR DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, BUSINESS PROFITS, BUSINESS INTERRUPTION, BUSINESS INFORMATION, DATA LOSS, OR CORRUPTION, OR ANY OTHER PECUNIARY LOSS ARISING OUT OF OR RELATING TO THE USE OF OR THE INABILITY TO USE THE MATERIALS, THE SOFTWARE, THE CONTENT, OR THE DOCUMENTATION, SHALL BE STRICTLY LIMITED TO THE AMOUNT PAID TO COMPANY BY OR ON BEHALF OF USER IN CONNECTION WITH THE COMPANY WEB SITE IN THE TWELVE MONTHS PRIOR TO THE CLAIMED INJURY OR DAMAGE. SOME STATES DO NOT ALLOW FOR SOME OF THE LIMITATIONS OR EXCLUSIONS AS SET FORTH HEREIN. USER MAY HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.
THE SERVICES AND K12PROSPECTS PROPRIETARY INFORMATION AND ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED “AS-IS,” WITHOUT ANY WARRANTIES OF ANY KIND. K12PROPSECTS USES EXTENSIVE PROCEDURES TO KEEP ITS DATABASE CURRENT AND PROMOTE ACCURACY; HOWEVER, K12PROSPECTS AND ITS LICENSORS HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY PRODUCTS, SERVICES, APPLICATIONS OR LICENCED DATA, INCLUDING ABILITY TO ACHIEVE ANY PARTICULAR RESULTS. K12PROSPECTS DOES NOT WARRANT THAT, AT ANY POINT IN TIME, THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE AND DISCLAIMS ANY WARRANTY OR REPRESENTATIONS CONCRENING AVAILABILITY OF A SERVICE, SERVICE LEVELS OR PERFORMANCE.
- Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party’s technology or business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Without limiting the foregoing, all data and information provided by Company through the Materials, Software, the Content, and/or the Documentation is Company Proprietary Information.
- The Receiving Party agrees: (i) not to divulge to any third person any Proprietary Information of the Disclosing Party; (ii) to give access to such Proprietary Information solely to those employees with a need to have access thereto for purposes of this Agreement; and (iii) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the party takes with its own proprietary information, but in no event will a party apply less than reasonable precautions to protect such Proprietary Information. The Disclosing Party agrees that the foregoing will not apply with respect to any information that the Receiving Party can document (A) except for contact information included in the Materials, Software, the Content, and/or the Documentation, is or becomes generally available to the public without any action by, or involvement of, the Receiving Party, or (B) was in its possession or known to it prior to the receipt from the Disclosing Party, or (C) was rightfully disclosed to it without restriction by a third party, or (D) was independently developed without use of any Proprietary Information of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from disclosing Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order.
- User acknowledged that Company does not wish to receive any Proprietary Information from User that is not necessary for Company to perform its obligations under this Agreement (including, without limitation, any information protected under applicable privacy laws and regulations), and, unless the parties specifically agree otherwise, Company may reasonably presume that any unrelated information received from User is not confidential or Proprietary Information.
- Both parties will have the right to disclose the existence, but not the terms and conditions, of this Agreement, unless such disclosure is approved in writing by both Parties prior to such disclosure, or is included in a filing required to be made by a party with a governmental authority (provided such party will use reasonable efforts to obtain confidential treatment or a protective order) or is made on a confidential basis as reasonably necessary to potential investors or acquirors.
- INTELLECTUAL PROPERTY RIGHTS
Except as expressly set forth herein, Company along (and its licensors, where applicable) will retain all intellectual property rights relating to the through the Materials, Software, the Content, and/or the Documentation and any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by User or any third party relating to the Materials, Software, the Content, and/or the Documentation, which are hereby assigned to Company. User will not copy, distribute, reproduce, or use any of the foregoing except as expressly permitted under this Agreement. This Agreement is not a sale and does not convey to User any rights of ownership in or related to the Materials, Software, the Content, and/or the Documentation, or except as expressly provided herein, any intellectual property rights.
- PROFESSIONAL RESPONSIBILITY
User acknowledges that User is purchasing the licenses hereunder to assist User in User’s regular course of business. User further acknowledges that it is User’s responsibility to review the research results to determine that all information provided to User is sufficiently accurate for User’s purposes. The Materials, the Software, the Content, and/or the Documentation are not intended to be a substitute for the exercise of User’s judgment.
- INTERNET LICENSE EXPIRATION
User expressly acknowledges that Company and its licensors retains outright ownership of all of the Materials, Software, the Content, and/or the Documentation accessed by User pursuant to this Agreement. Company does not require the return of the Materials, the Software, the Content, and/or the Documentation accessed by User pursuant to this Agreement either at the end of the Term (as defined herein) covering this Agreement or upon receipt by User of updated Materials, Software, the Content, and/or the Documentation. Consequently, access to the Materials, the Software, the Content, and/or the Documentation on the Internet granted to User pursuant to this Agreement will automatically expire one (1) year from the issuance date of the license on a Subscription, unless the User has renewed a Subscription in which case the license shall extend through the end of the renewal Subscription (the “Term”). User will take no unauthorized action to extend User’s access to the Materials, the Software, the Content, and/or the Documentation beyond the authorized time period. This Agreement and all of User’s rights to the Materials, Software, the Content, and/or the Documentation shall cease and terminate immediately in the event of a breach by User of any of the terms and conditions of this Agreement or in the event User fails to maintain User’s Subscription for use of the Materials, the Software, the Content, and/or the Documentation in good standing.
- PAYMENT AND FINANCIAL AGREEMENT
Subscription(s) and licenses must be paid in full prior to receiving access to the Materials, the Software, the Content, and/or the Documentation.
Company will provide reasonable support to User for the use of the Materials and Software under the Subscription.
- CREDIT INVESTIGATION AND APPROVAL
This Subscription is subject to credit and other approvals and acceptance by Company. By User’s Subscription, User authorizes Company to make whatever credit investigations it may deem appropriate and to exchange any information received in the course of such investigation. Company may request reports from credit reporting agencies or others. If User asks whether a credit report was requested, Company will tell User and if a report was received, Company will give User the name and address of the agency that supplied the report.
- UNCOLLECTED AMOUNTS
Company shall have the right to recover expenses including collection costs and reasonable attorney’s fees incurred in collecting overdue amounts. At Company’s option, the entire price due under User’s Subscription and/or under any other agreement that User may have with Company shall become due and payable upon User’s breach of any term, provision, or condition of User’s Subscription and/or of any other agreement that User may have with Company.
In the event User defaults on any payment invoiced to User by Company, disputes a charge, or otherwise breaches any of the terms and conditions of this Agreement, Company reserves the right to terminate this Agreement and User’s rights hereunder by giving User written or online notice of termination and to retain all sums paid by User hereunder. Upon default, interest will accrue at 18% or the highest rate permissible in the State of Florida. The provisions of Section 4, General Disclaimer and Limitation of Liability, shall survive any termination of this Agreement. Company is entitled to all interest, fees, costs and attorney’s fee associated with the breach of the Agreement.
It is expressly agreed between User and Company that any controversy or claim arising out of or relating to this Agreement (expressly excepting therefrom any claim by Company for payment due from User hereunder) shall be settled by binding arbitration in Hillsborough County in accordance with the substantive laws of the State of Florida (excluding choice of law) and the Commercial Arbitration Rules of the American Arbitration Association. It is further expressly agreed between User and Company that judgment upon any award rendered by a single arbitrator may be entered in any court of competent jurisdiction.
If either party shall
- become insolvent or bankrupt or
- have a receiving order or administration order made against it or compound with its creditors, or
- being a corporation commences to be wound up (not being a member’s voluntary winding up for the purposes of reconstruction or amalgamation), or
- carries on its business under an administrator or administrative receiver for the for the benefit of its creditor or any of them,
then the other party shall have the right forthwith by notice in writing to that party or to the administrator, administrative receiver or to the liquidator or to any person in whom the Agreement shall have become vested to terminate the Agreement. Alternatively the party giving notice may at his sole option give such an administrator, administrative receiver, liquidator or other person the option of carrying out the Agreement subject to its providing a guarantee for the due and faithful performance of the Agreement in such form and up to such amount as the party giving notice shall decide.
- GOVERNING LAW AND VENUE
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflicts of law provisions. Copyright issues are an exception, as copyright is governed by the laws of the United States. Venue is proper in Hillsborough County or the Middle District of Florida.
- NO ASSIGNMENT
The licenses and passwords granted and assigned to User pursuant to this Agreement are personal to User, and under no circumstances may be assigned, sublicensed, or transferred by User without Company’s prior written consent. Any attempted assignment, sublicense, or transfer shall be null and void and shall result in the immediate and automatic termination of the licenses and passwords granted under this Agreement.
If any provision to this Agreement shall be held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall in no way be affected or impaired thereby. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any right hereunder.
- ENTIRE AGREEMENT
Each party acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms and further agrees that it is the complete and exclusive statement of the agreement between the parties, which supersedes and merges all prior proposals, understandings, and all other agreements, oral or written between the parties relating to this Agreement. This Agreement may not be modified or altered except by written instrument executed by a corporate officer of Company.