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Business.com Media, Inc.
Work.com
Terms
of Use
This
Terms of Use was last updated on July 18th, 2011.
1
Acceptance
of Terms.
1.1
Business.com
Media, Inc. (the "Company" or "we") provides its Services (as defined below) to
you through this website located at http://www.work.com (the "Site"), subject
to this Terms of Use agreement ("TOU"). By accepting this TOU or by accessing
or using the Services or Site, you acknowledge that you have read, understood,
and agree to be bound by this TOU. If you are entering into this TOU on behalf
of a company, business or other legal entity, you represent that you have the
authority to bind such entity and its affiliates to this TOU, in which case the
terms "you" or "your" shall refer to such entity and its affiliates. If you do
not have such authority, or if you do not agree with this TOU, you must not
accept this TOU and may not use the Services.
1.2
The
Company may change this TOU from time to time and the most current version will
always be available by selecting the "Terms of Use" link displayed prominently
on the Site. If a revision, in our sole discretion, is material we will notify
you (for example, via email to the email address associated with your
account). The revised terms will become effective after we post such changes,
and if you use the Services after that date, your use will constitute
acceptance of the revised terms and conditions. If any change to this TOU is
not acceptable to you, your only remedy is stop using the Services and
terminate your account as described in Section 5 below.
2
Description
of Services. The "Services" include (a) the Site; (b) the services provided by the Site,
including small business how-to guides;
and (c) all software (including the Software,
as defined below), data, reports, text, images, sounds, video, and content made
available through any of the foregoing (collectively referred to as the
"Content"). Any new features added to or augmenting the Services are also
subject to this TOU.
3
General Conditions / Access and Use of the Services.
3.1
Subject to the terms and conditions of this TOU, you may
access and use the Services only for lawful purposes. All rights, title and
interest in and to the Services and its components will remain with and belong
exclusively to the Company. You shall not (a) sublicense, resell, rent, lease,
transfer, assign, time share or otherwise commercially exploit or make the
Services available to any third party; (b) use the Services in any unlawful
manner (including without limitation in violation of any data, privacy or
export control laws) or in any manner that interferes with or disrupts the
integrity or performance of the Services or its components; or (c) modify,
adapt or hack the Services to, or otherwise attempt to gain unauthorized access
to the Services or its related systems or networks. You shall comply with any
codes of conduct, policies or other notices the Company provides you or
publishes in connection with the Services, and you shall promptly notify the
Company if you learn of a security breach related to the Services.
3.2
Any software that may be made available by the Company in
connection with the Services ("Software") contains proprietary and confidential
information that is protected by applicable intellectual property and other
laws. Subject to the terms and conditions of this TOU, the Company hereby
grants you a non-transferable, non-sublicensable and non-exclusive right and
license to use the object code of any Software on a single device solely in
connection with the Services, provided that you shall not (and shall not allow
any third party to) copy, modify, create a derivative work of, reverse
engineer, reverse assemble or otherwise attempt to discover any source code or
sell, assign, sublicense or otherwise transfer any right in any Software. You
agree not to access the Services by any means other than through the interface
that is provided by the Company for use in accessing the Services. Any rights
not expressly granted herein are reserved and no license or right to use any
trademark of the Company or any third party is granted to you in connection
with the Services.
3.3
You are solely responsible for all data, information,
feedback, suggestions, text, content and other materials that you upload, post,
deliver, provide or otherwise transmit or store (hereafter "post(ing)") in
connection with or relating to the Services ("Your Content").
3.4
Your dealings or communications through the Site with any
party other than the Company are solely between you and that third party. Under no circumstances will the Company be liable for any goods, services,
resources or content available through such third party dealings or
communications, or for any related harm.
3.5
As part of the registration process, you may be asked to
create or may be given a login and password for your account. You are
responsible for maintaining the confidentiality of your login, password and
account and for all activities that occur under your login or account. The
Company reserves the right to access your account in order to respond to your
requests for technical support. By posting Your Content on or through the
Services, you hereby do and shall grant the Company a worldwide, non-exclusive,
perpetual, irrevocable, royalty-free, fully paid, sublicensable and
transferable license to use, modify, reproduce, distribute, display, publish
and perform Your Content in connection with the Services. The Company has the
right, but not the obligation, to monitor the Services, Content, or Your
Content. You further agree that we may remove or disable any Content at any
time for any reason (including, but not limited to, upon receipt of claims or
allegations from third parties or authorities relating to such Content), or for
no reason at all.
3.6
You understand that the operation of the Services, including
Your Content, may be unencrypted and involve (a) transmissions over various
networks; (b) changes to conform and adapt to technical requirements of
connecting networks or devices; and (c) transmission to the Company's third
party vendors and hosting partners to provide the necessary hardware, software,
networking, storage, and related technology required to operate and maintain
the Services. Accordingly, you acknowledge that you bear sole responsibility
for adequate security, protection and backup of Your Content. The Company will
have no liability to you for any unauthorized access or use of any of Your Content,
or any corruption, deletion, destruction or loss of any of Your Content.
3.7
The failure of the Company to exercise or enforce any right
or provision of this TOU shall not be a waiver of that right. You acknowledge
that this TOU is a contract between you and the Company, even though it is
electronic and is not physically signed by you and the Company, and it governs
your use of the Services.
3.8
The Company reserves the right to use your name and/or
company name as a reference for marketing or promotional purposes on the Site
and in other communication with existing or potential customers of the Company.
To decline the Company this right you need to email customerservice@business.com stating
that you do not wish to be used as a reference.
3.9
Subject to the terms hereof, the Company may (but has no
obligation to) provide technical support services, through email in accordance
with our standard practice.
3.10
Notice of Claims for Copyright Infringement; Copyright
Policy.
3.10.1
The Company respects the intellectual property of others, and
we ask our users to do the same. If you believe that your work has been copied
in a way that constitutes copyright infringement, or that your intellectual
property rights have been otherwise violated, you should notify the Company of
your infringement claim in accordance with these procedures.
3.10.2
The Company will process and investigate notices of alleged
infringement and will take appropriate actions under the Digital Millennium
Copyright Act ("DMCA") and other applicable intellectual property laws with
respect to any alleged or actual infringement. A notification of claimed
copyright infringement should be emailed to the Company's Copyright Agent at ryan@resourcenation.com (Subject line: "DMCA Takedown Request"). You may also contact us by mail at Business.com
Media, Inc., Attn: Ryan Peddycord, 1900 Wright Pl., Building B, Suite 250,
Carlsbad, CA 92008 or by facsimile at (858) 724-1471.
3.10.3
To be effective, the notification must be in writing and
contain the following information:
•
an electronic or physical signature of the person authorized
to act on behalf of the owner of the copyright or other intellectual property
interest;
•
a description of the copyrighted work or other intellectual
property that you claim has been infringed;
•
a description of where the material that you claim is
infringing is located on the Site or Services, with enough detail that we may
find it on the Site or Services;
•
your address, telephone number, and email address;
•
a statement by you that you have a good faith belief that the
disputed use is not authorized by the copyright or intellectual property owner,
its agent, or the law;
•
a statement by you, made under penalty of perjury, that the
above information in your notice is accurate and that you are the copyright or
intellectual property owner or authorized to act on the copyright or
intellectual property owner's behalf.
4
Representations and Warranties.
You represent and warrant to the Company that (a) you have full power and
authority to enter into this TOU; (b) you own all Your Content or have obtained
all permissions, releases, rights or licenses required to engage in your
posting and other activities (and allow the Company to perform its obligations)
in connection with the Services without obtaining any further releases or consents;
(c) Your Content and other activities in connection with the Services, and the
Company's exercise of all rights and license granted by you herein, do not and
will not violate, infringe, or misappropriate any third party's copyright,
trademark, right of privacy or publicity, or other personal or proprietary
right, nor does Your Content contain any matter that is defamatory, obscene,
unlawful, threatening, abusive, tortious, offensive or harassing; and (d) you
are eighteen (18) years of age or older.
5
Termination. You have the right to
terminate your account at any time by sending a cancellation request to customerservice@business.com. Subject to earlier termination as provided below, the Company may terminate
your account and this TOU at any time by providing thirty (30) days prior
notice to the administrative email address associated with your account. In
addition to any other remedies we may have, the Company may also terminate this
TOU upon thirty (30) days' notice, if you breach any of the terms or conditions
of this TOU. The Company reserves the right to modify or discontinue,
temporarily or permanently, the Services (or any part thereof). All of Your
Content on the Services (if any) may be permanently deleted by the Company upon
any termination of your account in its sole discretion. The terms of
Section 4-13
shall survive termination of this TOU.
6
DISCLAIMER OF WARRANTIES. The Services
may be temporarily unavailable for scheduled maintenance or for unscheduled
emergency maintenance, either by the Company or by third-party providers, or
because of other causes beyond our reasonable control. THE SERVICES, INCLUDING
THE SITE AND CONTENT, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS
WITHOUT ANY WARRANTIES OF ANY KIND, AND THE COMPANY EXPRESSLY DISCLAIMS ANY AND
ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE
IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE,
AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT THE COMPANY DOES NOT WARRANT THAT
THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE,
NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE
OF THE SERVICES, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM
THE COMPANY OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY
STATED IN THIS TOU.
7
LIMITATION OF LIABILITY.
7.1
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN
CONTRACT, TORT, OR OTHERWISE) SHALL THE COMPANY BE LIABLE TO YOU OR ANY THIRD
PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR
PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA OR
BUSINESS INTERRUPTION; OR (B) FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR
LIABILITIES IN EXCESS OF one hundred
($100) U.S. dollars. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS
UNDER THIS TOU BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE
LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS TOU.
7.2
Some states do not allow the exclusion of implied warranties
or limitation of liability for incidental or consequential damages, which means
that some of the above limitations may not apply to you. IN THESE STATES, THE
COMPANY'S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
8
Indemnification. You shall defend,
indemnify, and hold harmless the Company (and the Company's officers,
directors, agents, affiliates, subsidiaries, investors, employees, vendors and
contractors) from and against any claims, actions or demands, including without
limitation reasonable legal and accounting fees, arising or resulting from your
breach of this TOU, any of Your Content, or your other access, contribution to,
use or misuse of the Services. The Company shall provide notice to you of any
such claim, suit or demand. The Company reserves the right to assume the
exclusive defense and control of any matter which is subject to indemnification
under this section. In such case, you agree to cooperate with any reasonable
requests assisting the Company's defense of such matter. If you are a
California resident, you hereby waive California Civil Code §1542, which says:
"A general release does not extend to claims which the creditor does not know
or suspect to exist in his favor at the time of executing the release, which if
known by him must have materially affected his settlement with the debtor." This release includes the criminal acts of others.
9
U.S. Government Matters. You may not
remove or export from the United States or allow the export or re-export of the
Services or anything related thereto, or any direct product thereof in
violation of any restrictions, laws or regulations of the United States
Department of Commerce, the United States Department of Treasury Office of
Foreign Assets Control, or any other United States or foreign agency or
authority.
10
Assignment. You may not assign this
TOU without the prior written consent of the Company, but the Company may
assign or transfer this TOU, in whole or in part, without restriction.
11
Miscellaneous. If any provision of
this TOU is found to be unenforceable or invalid, that provision will be
limited or eliminated to the minimum extent necessary so that this TOU will
otherwise remain in full force and effect and enforceable. Both parties agree
that this TOU is the complete and exclusive statement of the mutual
understanding of the parties and supersedes and cancels all previous written
and oral agreements, communications and other understandings relating to the
subject matter of this TOU, and that all waivers and modifications must be in a
writing signed by both parties, except as otherwise provided herein. No
agency, partnership, joint venture, or employment is created as a result of
this TOU and you do not have any authority of any kind to bind the Company in
any respect whatsoever. In any action or proceeding to enforce rights under
this TOU, the prevailing party will be entitled to recover costs and attorneys'
fees. All notices under this TOU will be in writing and will be deemed to have
been duly given when received, if personally delivered; when receipt is
electronically confirmed, if transmitted by facsimile or email; the day after
it is sent, if sent for next day delivery by recognized overnight delivery
service; and upon receipt, if sent by certified or registered mail, return
receipt requested.
12
Governing Law. This TOU shall be
governed by the laws of the State of California without regard to the
principles of conflicts of law. Unless otherwise elected by the Company in a
particular instance, you hereby expressly agree to submit to the exclusive
personal jurisdiction of the federal and state courts of the State of
California for the purpose of resolving any dispute relating to your access to
or use of the Services.
13
Arbitration. At the Company's or
your election, all disputes, claims, or controversies arising out of or
relating to the TOU or the Services that are not resolved by mutual agreement
may be resolved by binding arbitration to be conducted before JAMS, or its
successor. Unless otherwise agreed by the parties, arbitration will be held in
San Diego, California before a single arbitrator mutually agreed upon by the
parties, or if the parties cannot mutually agree, a single arbitrator appointed
by JAMS, and will be conducted in accordance with the rules and regulations
promulgated by JAMS unless specifically modified in the TOU. The arbitration
must commence within forty-five (45) days of the date on which a written demand
for arbitration is filed by either party. The arbitrator's decision and award
shall be made and delivered within sixty (60) days of the conclusion of the
arbitration and within six (6) months of the selection of the arbitrator. The
arbitrator will not have the power to award damages in excess of the limitation
on actual compensatory, direct damages set forth in the TOU and may not
multiply actual damages or award punitive damages or any other damages that are
specifically excluded under the TOU, and each party hereby irrevocably waives
any claim to such damages. The arbitrator may, in his or her discretion,
assess costs and expenses (including the reasonable legal fees and expenses of
the prevailing part) against any party to a proceeding. Any party refusing to
comply with an order of the arbitrators will be liable for costs and expenses,
including attorneys' fees, incurred by the other party in enforcing the award. Notwithstanding the foregoing, in the case of temporary or preliminary
injunctive relief, any party may proceed in court without prior arbitration for
the purpose of avoiding immediate and irreparable harm. The provisions of this
arbitration section will be enforceable in any court of competent jurisdiction.
14
Notice for California Users. Under
California Civil Code Section 1789.3, users of the Services from California are
entitled to the following specific consumer rights notice: The Complaint
Assistance Unit of the Division of Consumer Services of the California
Department of Consumer Affairs may be contacted in writing at 1625 North Market
Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or
(800) 952-5210.
15
Privacy. Please visit http://www.work.com/privacypolicy.asp to understand how the Company collects and uses personal
information.
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