TERMS OF SERVICE

THIS TERMS OF SERVICE (“Agreement”) contain the terms and conditions that apply to a company and/or user, as applicable (“User”, “you” or “your”) of the services (the “Services”) made available through the Web site located at www.dealtrax.com (the “Site”) and is between you and Business Brokerage Press, Inc. The Services are provided solely as a convenience to you. Please read this Agreement carefully as it governs your use of the Services.

 

By clicking on the “I ACCEPT” button, you acknowledge that you have agreed to all of the terms of this Agreement and that you have agreed to become a party to, and legally bound by, this Agreement. If you do not agree to all of the terms of this Agreement, click on the “I DECLINE” button. You will not be able to register for or use the Services if you click on the “I DECLINE” button.

If you have any questions regarding this Agreement, please contact info@dealtrax.com. This Agreement was last revised on August 12, 2005.

1. Grant of License. The Services are owned/provided by Business Brokerage Press, Inc. (“Company”). Company hereby grants to you a non-exclusive, non-transferable, non-sublicenseable, world-wide license to use the Services for internal business purposes only subject to the restrictions in this Agreement. Company reserves any rights not expressly granted herein. You shall be solely responsible for hardware and interconnections and telecommunications to access the Services.

2. License Restrictions. You may not: (a) copy the Services or any software or programming related thereto; (b) permit other individuals or companies to use the Services; (c) modify, translate, reverse engineer, decompile, disassemble or create derivative works based upon the Services or any software or programming related thereto; (d) rent, lease, transfer, resell and/or or otherwise transfer rights to the Services; or (e) delete or write over any portion of any software relating in any manner to the Services. You also agree that you shall only use the Services in a manner that complies with all applicable laws in the jurisdictions in which you use the Services, and that you shall not violate or infringe the rights of any third party. Any such forbidden use shall immediately and automatically terminate your license to use the Services without notice. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service.

3. Fees. You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due or payable. The initial charges will be equal to the current number of total User licenses requested times the User license fee currently in effect. You are responsible for paying for all Users licenses ordered for the entire License Term, whether or not such User licenses are actively used. Upon entering this Agreement, you must choose to pay either by direct charge to a credit or debit card or by invoice. If you desire to pay by credit or debit card, you hereby authorize Company to charge your credit or debit card to pay for any charges that may apply to your account as they accrue on a monthly or yearly recurring basis, as applicable. You must notify Company of any changes to your card account (including, without limitation, applicable account number or cancellation or expiration of the account), your billing address, or any information that may prohibit Company from charging your account. If you choose to pay by invoice, payment shall be due within thirty (30) days of receipt. After such thirty (30) day period, if payment is not received, your account and all information contained in your account shall be inaccessible. Information contained in the account shall be stored for 90 days from the date payment was due. Upon payment, Company shall restore your account so that the information contained within may be accessed. If 90 days elapses without payment, all information stored in your account shall be deleted. During the 90 day period, Company shall, upon request, grant you the information stored in your account. However, no access or use of www.dealtrax.com or access to your account shall be given without payment. Failure to make any payment as set forth herein shall be deemed to be a material breach of this Agreement and shall be sufficient cause for the immediate termination of this Agreement by Company. In the event of collection enforcement, you will be liable for any costs associated with such collection, including, without limitation, reasonable attorneys' fees, court costs and collection agency fees. All charges shall be exclusive of any applicable taxes. You are responsible for the payment of all federal, state, and local sales, use, value added, excise, duty and any other taxes assesses, other than taxes based on Company's net income.

4. Term and Termination. This Agreement may be terminated by any party immediately for any reason or no reason. Upon any termination of this Agreement, you shall immediately discontinue use of the Services. Sections 2, 4, 5, 6, 8, 9, 10, 11, 12, 13, 14, 15, and 16 shall survive the termination, cancellation, or discontinuance of this Agreement.

5. Your Information. You agree to provide true, accurate, current and complete transactional information and any information about your company and to maintain and promptly update such information to keep it true, accurate, current and complete. Business Brokerage Press, Inc. does not own any data, information or material that you submit to the Service in the course of using the Service (“Customer Data”). You, not Business Brokerage Press, Inc., shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Business Brokerage Press, Inc. shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data.

6. User Name and Password. You will receive a user name and password during the implementation process. You are fully responsible for maintaining the confidentiality of your user name and password and all activities that occur under your user name and password. Your user name and password are for your use only. You agree to immediately notify Company by e-mail at info@dealtrax.com of any unauthorized use of your password or account or any other breach of security.

7. Modification Discontinuation of Services. Company may, in its sole discretion and at any time, modify or discontinue the Services, or any part thereof. For modified services, you may be requested to accept a modification or new Agreement when you login to your account. If you do not accept the amended Agreement, you will not have access to the Services.

8. Proprietary Rights. The Services, including, without limitation, any of Company’s Internet operations, design, content, hardware designs, algorithms, software (in source and object forms), user interface designs, other templates and designs, algorithms, architecture, class libraries, and documentation (both printed and electronic), know-how, good will, moral rights, trade secrets and any related intellectual property rights throughout the world, and any derivative works, improvements, modifications, enhancements or extensions thereof shall remain the sole and exclusive property of Company, and you shall have no interest in them whatsoever.

9. Incorporation of Terms of Access. You agree to follow and be bound by all of the terms and conditions contained in the Terms of Access, which bind all users of www.dealtrax.com and are incorporated into and made a part of this Agreement by this reference. You may view the Terms of Access by clicking http://www.dealtrax.com/termsofaccess.asp

10. User Conduct. You are solely responsible for the contents of your transmissions through the Services. Your use of the Services is subject to all applicable local, state, national and international laws and regulations.

11. Indemnification. You agree to immediately notify Company of and indemnify and hold Company, its parents, subsidiaries, affiliates, officers and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of the Services, (including the unauthorized use of your account or any other breach of security known to you), the violation of this Agreement by you, or the infringement by you, or another user using your computer, on any intellectual property or other right of any person or entity.

12. Disclaimer of Warranties. You agree that use of the Services is at your sole risk. The Services are provided on an “as is” and “as available” basis, and Company (including, without limitation, its independent consultants, subcontractors, distributors, or any client of Company (collectively, “Company Third Parties”)) assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any of your communications, data, or personalization settings.
Company and Company Third Parties hereby disclaim all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement, quiet enjoyment, title, merchantability of computer programs and informational content.

Neither Company nor any Company Third Parties make any warranty that the Services will meet your requirements, or that the Services will be uninterrupted, timely, secure, error or virus free; nor does Company make any warranty as to the results that may be obtained from the use of the Services or as to the accuracy or reliability of any information obtained through the Services or that defects in the software driving the Services will be corrected.

You understand and agree that any material and/or data downloaded or otherwise obtained through the use of the Services is done at your own discretion and risk and that you will be solely responsible for any damage to a computer system or loss of data that results from the download of such material and/or data.

No advice or information, whether oral or written, obtained by you through the Services shall create any warranty not expressly made herein.

BUSINESS BROKERAGE PRESS, INC. MAKES NO REPRESENTATION AS TO THE ACCURACY OF THE INFORMATION PLACED ON THE WEBSITE BY INDIVIDUAL USERS.

13. Limitation of Liability. Neither Company, nor its parents, subsidiaries, affiliates, officers and employees, or any Company Third Parties shall be liable for any indirect, incidental, special or consequential damages, resulting from or concerning the use or the inability to use the Services or your failure to comply with this Agreement, including but not limited to, damages for loss of profits, use, data or other intangibles, even if advised of the possibility of such damages. In no event shall the total and aggregate liability of any party under this Agreement for any cause of action or reason whatsoever exceed $5.00. Your sole and exclusive remedy under this Agreement is to discontinue the use of the Services. The liability of any party under this Agreement shall be cumulative and not per incident.

14. Notices. Unless otherwise provided herein, notices given by Company to you will be given by e-mail or by conventional mail. Notices will be sent to the e-mail address or mailing address you provide to Company as part of the registration process, or to updated addresses which you provide to Company via notice consistent with this paragraph. Notices given by you to Company must be given by e-mail to info@dealtrax.com or such updated address and number as Company may provide you consistently with this notice provision. Notwithstanding anything herein to the contrary, it is your sole responsibility to update your address for notices hereunder, and notice sent to the e-mail or conventional mailing address last provided by you to Company shall be valid and binding on you regardless of whether such address has been changed, canceled, has expired, has been terminated, or otherwise becomes inoperative.

15. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina notwithstanding any conflict of laws provisions. You irrevocably and unconditionally: (i) consent to submit to the exclusive jurisdiction of the state and federal courts of North Carolina (the “North Carolina Courts”) for any litigation or controversy arising out of or relating to this Agreement, (ii) agree not to commence any litigation arising out of or relating to this Agreement except in the North Carolina Courts and (iii) agree not to plead or claim that such litigation brought therein has been brought in an inconvenient forum.

16. General. If any provision(s) of this Agreement is held by a court of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect. Any failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to in writing. The section titles in this Agreement are solely used for the convenience of the parties and have no legal or contractual significance. This Agreement may be assigned in whole or in part by the Company. This Agreement may not be assigned in any manner by you without the express, prior written permission of the Company.