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Agreement
Privacy Statement. The operators of this site neither collect nor use any information from site visitors.
BusinessandLaw.com reserves
the right to modify a term and/or condition of this Agreement at any time. By
using BusinessandLaw.com, you agree in advance to accept any changes.
I. Your Use or Access
of BusinessandLaw.com/Information or Material on BusinessandLaw.com
Your use and/or access of BusinessandLaw.com is subject to the terms and conditions
of this Agreement, and all applicable laws and regulations, including copyright
and trademark laws.
BY USING OR ACCESSING BUSINESSANDLAW.COM YOU ACCEPT, WITHOUT LIMITATION OR QUALIFICATION,
ALL TERMS AND CONDITIONS OF THIS USER AGREEMENT.
BUSINESSANDLAW.COM IS PROVIDED ON AN "AS IS" OR "WITH ALL FAULTS"
BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT
NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE. THERE ARE NO WARRANTIES.
BUSINESSANDLAW.COM DOES NOT SPONSOR, APPROVE, ENDORSE, AND/OR IS NOT RESPONSIBLE
FOR THE ACCURACY,RELIABILITY,OR INJURY CAUSE BY ANY INFORMATION, RECOMMENDATION,
OPINION, ADVICE OR STATEMENT ON OR LINKED BY BUSINESSANDLAW.COM. BUSINESSANDLAW.COM
HAS NO CONTROL OVER AND IS NOT RESPONSIBILE CONTENT FOUND ON SITES LINKED TO
BY BUSINESSANDLAW.COM.
Your use of BusinessandLaw.com is at your own risk. NEITHER BUSINESSANDLAW.COM.
NOR ANY OF ITS AGENTS, OR REPRESENTATIVES SHALL BE LIABLE TO YOU OR ANYONE ELSE
FOR ANY LOSS, HARM, OR INJURY OR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL,
SPECIAL, PUNITIVE OR SIMILAR DAMAGES ARISING OUT OF YOUR ACCESS OR USE OF, OR
YOUR INABILITY TO ACCESS OR USE BUSINESSANDLAW.COM, AND THE INFORMATION OR LINKS
AVAILABLE ON BUSINESSANDLAW.COM OR USE ARISING OUT OF ANY ACTION OR TAKEN IN
RESPONSE TO OR AS A RESULT OF ANY INFORMATION OR LINKS AVAILABLE ON BUSINESSANDLAW.COM.
YOU HEREBY WAIVE ANY AND ALL CLAIMS AGAINST BUSINESSANDLAW.COM AND/OR ITS AGENTS
OR REPRESENTATIVES ARISING OUT OF YOUR USE OF BUSINESSANDLAW.COM AND THE INFORMATION
AVAILABLE THEREON.
BusinessandLaw.com is a public resource
providing links to general information about business and law. Nothing on BusinessandLaw.com
should be used by a user as a source of legal advice.
II. A Discussion Area/User Message
BusinessandLaw.com may include a message board or discussion area allowing a
user to submit, post or transmit information or material. Such information or
material is information provided by an information content provider otherthan
BusinessandLaw.com, and a message board or discussion area provides for the
random communication of computerized messages which does not display messages
at regular intervals.
You agree not to submit, post
or transmit any proprietary, unlawful, damaging, harmful, threatening, abusive,
harassing, discriminatory, defamatory, slanderous, libelous, vulgar, obscene,
profane, hateful, racially, ethnically or otherwise objectionable material of
any kind, including, but not limited to, any material, links or information
which encourages conduct or action that would constitute a criminal offense,
violate a right of another, or otherwise violate any applicable local, state,
national or international law. You will be responsible for, and indemnify and
hold harmless BusinessandLaw.com, its agents and/or its representatives against
any claim arising from any material or information that you read, view, post
or transmit. You acknowledge that BusinessandLaw.com does not control the material
or information available on a message board or discussion area and that any
opinion, advice, statement, service, offer or other information or content presented,
available or disseminated on a message board or discussion area, are those of
their respective authors who are solely liable for their content. BusinessandLaw.com
may not actually know whether material posted on a message board or a discussion
area is proprietary, unlawful, damaging, harmful, threatening, abusive, harassing,
discriminatory, defamatory, slanderous, libelous, vulgar, obscene, profane,
hateful, racially, ethnically or otherwise objectionable or violates an agreement
or right. BusinessandLaw.com, however, may take certain good faith measures
to screen online content.
You should be aware that if you voluntarily disclose personal information (such
as a user name, e-mail address, password, telephone number, address) on a message
board or discussion area, that information can be collected and used by others
and may result in an unsolicited message from a party. You agree not to hold
BusinessandLaw.com liable or responsible for the disclosure of such information.
III. Linking
By placing a listing or link on BusinessandLaw.com, you grant BusinessandLaw.com
the right to use the information of a listing or link in connection with a search
result and/or feature highlighting your site. You agree that such use does not
now or will not in the future infringe upon or violate a copyright, patent,
trademark or other proprietary right of a party or any applicable law, regulation
or non-proprietary right. BusinessandLaw.com does not review or monitor any
web sites linked to BusinessandLaw.com and BusinessandLaw.com is not responsible
for the content of any such linked web sites. Your linking to such web sites
is at your own risk.
III. Advertising
A. Statistics.
Unless specified in the Insertion Order, BusinessandLaw.com makes no guarantee
with respect to usage statistics or levels of impressions for any advertisement.
If BusinessandLaw.com provides statistics or levels of impressions, then
Advertiser acknowledges that delivery statistics provided by BusinessandLaw.com
are the official and definitive measurements of BusinessandLaw.com's performance
on any delivery obligations provided in the Insertion Order. No other measurements
or usage statistics (including those of Advertiser or Third Parties) shall be
accepted by BusinessandLaw.com or have any effect on this Agreement. An "impression"
means each occurrence of a display of an advertisement.
B.Right to Reject Advertisement.
All contents of advertisements (including those served by Third
Parties) are subject to BusinessandLaw.com's approval. BusinessandLaw.com reserves
the right to reject or cancel any advertisement, Insertion Order, URL link,
space reservation or position commitment, at any time, for any reason whatsoever
(including belief by BusinessandLaw.com that any placement thereof may subject
BusinessandLaw.com to criminal or civil liability).
C. No Warranty.
BUSINESSANDLAW.COM MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY
MATTER, INCLUDING WITHOUT LIMITATION ADVERTISING AND OTHER SERVICES, AND EXPRESSLY
DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY,
AND FITNESS FOR ANY PARTICULAR PURPOSE.
D.Limitations of Liability.
In the event that BusinessandLaw.com fails to publish an advertisement in accordance
with the schedule provided in the Insertion Order, or in the event that BusinessandLaw.com
fails to deliver the number of impressions specified in the Insertion Order
(if any) during the Number of Months to Run specified in the Insertion Order,
or in the event of any other failure, technical or otherwise of such advertisement
to appear as provided in the Insertion Order, the sole liability of BusinessandLaw.com
and exclusive remedy of Advertiser shall be limited to, at BusinessandLaw.com's
sole discretion, placement of the advertisement at a later time in a comparable
position, or extension of the Number of Months to Run specified in the Insertion
Order until the total impressions are delivered. In no event shall BusinessandLaw.com
be liable for any act or omission, or any event directly or indirectly resulting
from any act or omission, of Third Parties (if any). IN NO EVENT SHALL BUSINESSANDLAW.COM
BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, LOST PROFITS,
INDIRECT OR OTHER DAMAGES, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, EVEN
IF BUSINESSANDLAW.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. BUSINESSANDLAW.COM'S
AGGREGATE LIABILITY UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE AMOUNT
RECEIVED BY BUSINESSANDLAW.COM FROM ADVERTISER FOR THE INSERTION ORDER GIVING
RISE TO THE CLAIM. Without limiting the foregoing, BusinessandLaw.com shall
have no liability for any failure or delay resulting from any governmental action,
fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo,
strikes whether legal or illegal, labor or material shortage, transportation
interruption of any kind, work slowdown, or any other condition affecting production
or delivery in any manner beyond the control of BusinessandLaw.com. Advertiser
acknowledges that BusinessandLaw.com has entered into this Agreement in reliance
upon the limitations of liability set forth herein and that the same is an essential
basis of the bargain between the parties.
E. Advertiser's Representations; Indemnification.
Advertiser represents and warrants to BusinessandLaw.com, and Third Parties
(if any), that Advertiser holds all necessary rights to permit the use of the
advertisement by BusinessandLaw.com for the purpose of this Agreement; and that
the use, reproduction, distribution, transmission or display of advertisement,
any data regarding users, and any material to which users can link, or any products
or services made available to users, through the advertisement will not (a)
violate any criminal laws or any rights of any third parties or (b) contain
any material that is unlawful or otherwise objectionable, including without
limitation any material that encourages conduct that would constitute a criminal
offense, give rise to civil liability, or otherwise violate any applicable law.
Advertiser agrees to indemnify, defend and hold BusinessandLaw.com and Third
Parties (if any) harmless from and against any and all liability, loss, damages,
claims or causes of action, including reasonable legal fees and expenses, arising
out of or related to (i) breach of any of the foregoing representations and
warranties, or (ii) any third-party claim arising from use of or access to the
advertisement under this Agreement or any material to which users can link,
or any products or services made available to users, through the advertisement
under this Agreement. Any banners or site-wide sponsorship advertising
will only be placed on the BusinessandLaw.com network and will not
appear on any linked third party sites or co-branded sites which are not
directly on the BusinessandLaw.com server.
F. Cancellations.
Except as otherwise provided in the Insertion Order, the Insertion Order is
non-cancelable by Advertiser. If Advertiser cancels the Insertion Order, in
whole or in part, Advertiser agrees to pay a cancellation charge of 20% of the
total original amount due on the Insertion Order plus the costs of advertising
incurred up to the date of cancellation on a prorated basis.
G. Construction.
No term or condition other than those set forth in the Standard Terms or in
the Insertion Order relating to advertisement scheduling and pricing shall be
binding on BusinessandLaw.com unless in a writing signed by duly authorized
representatives of the parties. In the event of any inconsistency between the
Insertion Order and this Agreement, this Agreement shall control. This
Agreement constitutes the entire agreement between the parties concerning the
subject matter hereof and supersedes all prior and contemporaneous agreements
and communications, whether oral or written, between the parties relating to
the subject matter hereof, and all past courses of dealing or industry custom.
The terms and conditions hereof shall prevail exclusively over any written instrument
submitted by Advertiser, including Advertiser's insertion order, and Advertiser
hereby disclaims any terms therein, except for terms therein relating to advertisement
scheduling and pricing.
H. Confidentiality.
"Confidential Information" shall mean (i) advertisements, prior to publication;
(ii) the Insertion Order and any BusinessandLaw.com statistics that shall be
deemed BusinessandLaw.com Confidential Information; and/or (iii) any information
designated in writing, or identified orally at time of disclosure, by the disclosing
party as "confidential" or "proprietary." During the term of this Agreement,
and for a period of two years following any End Date, neither party will use
or disclose any Confidential Information of the other party except as specifically
contemplated herein. The foregoing restriction does not apply to information
that: (i) has been independently developed by the receiving party without access
to the other party's Confidential Information; (ii) has become publicly known
through no breach of this Section by the receiving party; (iii) has been
rightfully received from a third party authorized to make such disclosure; (iv)
has been approved for release in writing by the disclosing party; or (v) is
required to be disclosed by a competent legal or governmental authority.
I. Termination; Effect of Termination.
In the event of a material breach by Advertiser, BusinessandLaw.com may terminate
this Agreement immediately without notice or cure period, without liability
to BusinessandLaw.com. In the event of any termination, Advertiser shall remain
liable for any amount due under an Insertion Order for advertisement delivered
by BusinessandLaw.com and such obligation to pay shall survive any termination
of this Agreement. If the parties contemplate any provision to survive any termination
or expiration of this Agreement, such provision shall survive such termination
or expiration. At the request of the disclosing party, the receiving party shall
return all of the disclosing party's Confidential Information to the disclosing
party.
J. Miscellaneous.
This Agreement: (i) shall be governed by and construed in accordance with the
laws of the State of Texas, without giving effect to principles of conflicts
of law; and (ii) will not be governed by the United Nations Convention of Contracts
for the International Sale of Goods. This Agreement may be amended only by a
writing executed by a duly authorized representative of each party. Advertiser
shall make no public announcement regarding the existence or content of the
Insertion Order without BusinessandLaw.com's prior written approval, which approval
shall not be unreasonably withheld. Any dispute hereunder will be negotiated
in good faith between the parties within 45 days commencing upon written notice
from one party to the other. Any notices under this Agreement shall be sent
to the addresses set forth in the Insertion Order (or in a separate writing)
by facsimile or nationally recognized express delivery service and deemed given
upon receipt. The waiver of any breach or default of this Agreement will not
constitute a waiver of any subsequent breach or default, and will not act to
amend or negate the rights of the waiving party. If any provision contained
in this Agreement is determined to be invalid, illegal, or unenforceable in
any respect under any applicable law, then such provision will be severed and
replaced with a new provision that most closely reflects the original intention
of the parties, and the remaining provisions of this Agreement will remain in
full force and effect.
IV. Governance
This Agreement and any disputes arising out of or related to BusinessandLaw.com
shall be governed by, and construed and enforced in accordance with, the laws
of the State of Texas and County of Travis.
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