a. Electronic Agreement/Modification. This Agreement is an electronic contract that sets out the legally binding terms of your use of the Website. By accessing the Website, using the business valuation tools or comps search database and becoming a registered user, you consent to have this Agreement provided to you in electronic form. This Agreement may include other PC policies referenced herein and any notices regarding the Website. By accessing the Website or registering on the Websites, you accept this Agreement and agree to the terms, conditions and notices contained or referenced herein.
b. Modification. This Agreement and any other policies referenced by this Agreement may be modified by PC at its sole discretion. Such modifications shall be effective upon posting on the Website by PC, and your use of the Website after such posting will constitute acceptance by you of such changes. Please consult this Agreement and the referenced policies regularly. This Agreement was last updated on April 16, 2014.
c. Access and Retention. A link to this Agreement will be found on the PC homepage. In order to access and retain this electronic Agreement, you must have access to the World Wide Web, either directly or through devices that access web-based content, and pay any service fees associated with such access. In addition, you must use all software and equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device. Please print a copy of this document for your records. To retain an electronic copy of this Agreement, you may save it into any word processing program.
1. License. Subject to the terms and conditions of this Agreement and the service level purchased, PC hereby grants to User a limited, non-exclusive, non-transferable right to access and use certain business valuation tools and/or the comps search database accessible from the Website during the Term. The applicable service level, service fees and term of license (“Term”) will be selected by the User during the User’s registration with the Website or during any subsequent purchase. Depending on User’s selection, the Term may expire after a single use of the business valuation tools or comps search database.
2. Restrictions. User will not copy, export, transmit electronically, download electronically or in hard copy, post to a database or to the Internet, or otherwise reproduce in any fashion any portion of the Website, or its underlying content, software, tools or databases (including PC’s comps search database) or any substantial portion thereof, except as expressly authorized in this Agreement. User is authorized to download into electronic storage and to print hard copies of a reasonable number of pages of the resulting business valuation report. Except as expressly authorized in this Agreement, User shall not: (a) use, copy, reproduce merge or transfer copies of the Website; (b) rent, lease, sublicense, distribute, transfer, copy, modify or timeshare the Website or any of User’s rights under this Agreement; or (c) use the Website or any part of it after any expiration, termination, or cancellation of this Agreement or the license granted by this Agreement. You agree to prevent any unauthorized copying of the Website or its content.
3. Password/Account Settings. When you register with the Website, you will also be asked to choose a username and password for purposes of accessing and using the business valuation tools and/or comps search database available on the Website. User agrees that the username and password are to be used only by User. The use of User’s username and password by other individuals is a violation of this Agreement. Multi-User and Multi-Site License Agreement information is available by contacting PC. You are responsible for maintaining the confidentiality of the username and password that you designate during the registration process, and you are fully responsible for all activities that occur under your username and password. PC will not be liable for any loss or damage arising from your failure to comply with this provision. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. You agree to immediately notify PC of any unauthorized use of your username or password or any other breach of security. All assignments of your password shall be void.
4. No Advice/Reports. The information provided on or obtained from this Website, including the business valuation tools and comps search database, is for reference use only and does not constitute the rendering of financial, legal or other professional advice or recommendations by PC. Use of such information is not a substitute for professional recommendations. This information is a guideline and should not be construed as a replacement for a complete, comprehensive valuation conducted by a qualified professional. To the extent you access and use the Website, including the business valuation tools and comps search database, PC does not represent or endorse the accuracy or reliability of any advice, opinion, statement or any other information displayed or distributed through such tools, database or any resulting business valuation report (“Report”). The estimates and data contained in any Report are made using the information you provide, publicly available information and data, and rules of thumb for different industries. PC has not audited or attempted to confirm this information for accuracy or completeness. Reports should not be used to obtain credit or for any other commercial purposes. Your use of any Report and the information provided therein is also subject to the disclaimers contained within the Report.
5. Intellectual Property Ownership. PC owns and retains all right, title and interest in and to the following (collectively, “PC Property”): (i) the Website and other tools, software, database(s), technology, content, documentation, and information provided by PC in connection with the Website (excluding the User Data as defined below); (ii) all ideas, know-how, and techniques that may be developed, conceived, or invented by PC during its performance under this Agreement; and (iii) all worldwide patent, copyright, trade secret, trademark and other intellectual property rights in and to the property described in clauses (i) and (ii) above. Except as otherwise expressly authorized herein or by PC in writing, the non-exclusive license set forth in this Agreement is the entirety of User’s rights in connection with the PC Property. This Agreement is not a sale of PC Property or any portion, copy or derivative work thereof. Accordingly, all rights in the PC Property are hereby expressly reserved. PC shall be entitled to use, license, sell, assign, transfer, and/or otherwise provide rights relating to the PC Property to any third party for any purpose free from any claim of User. The Website is protected by U.S. copyright laws and international treaty, and the unauthorized reproduction or distribution thereof is subject to civil and criminal penalties. Except as otherwise expressly authorized herein or by PC in writing, User shall not directly or indirectly (and shall not permit any unauthorized party to) do any of the following: (i) access, use, sell, distribute, sublicense, sublease, broadcast, or commercially exploit any PC Property or any rights under this Agreement, including without limitation any access or use of any PC Property on a service bureau basis or for any User processing services beyond the scope specified in this Agreement (such as any unauthorized parties on a rental or sharing basis); (ii) copy, modify, or prepare derivative works based on PC Property; (iii) reverse engineer, decompile, disassemble, or attempt to derive source code from any PC Property; (iv) remove, obscure, or alter any intellectual property right or confidentiality notices, copyright notices or legends appearing in or on any aspect of any PC Property; (v) cause any confusion with PC’s brand or identity; or (vi) interfere, in any manner, with PC’s provision of the Website.
6. User Data. Subject to the terms of this Agreement, User hereby grants to PC a royalty-free, non-exclusive, non-transferable right and license to use, copy, store, and display the User Data for the purpose of enabling PC to provide the Website and the underlying software tools under this Agreement. User shall retain sole responsibility for the accuracy, quality, integrity, reliability, and appropriateness of all User Data. “User Data” means the data and information entered by User into the Website.
7. Termination/Cancellation. The license granted pursuant to Section 1 of this Agreement shall automatically terminate (i) upon expiration of the Term or (ii) in the event User breaches any provision of this Agreement. User may terminate or cancel the license granted by discontinuing use of the Website and providing written notice to PC. All license fees are non-refundable, even if termination occurs prior to the expiration of the Term. You agree that PC may, in its sole discretion, terminate or suspend your access to all or part of the Website with or without notice and for any suspected breach of this Agreement or any suspected fraudulent, abusive or illegal activity. Upon the expiration or termination of this Agreement for any reason, User shall immediately cease all use of the Website, and PC may immediately deactivate or delete User’s account and all related information and files and/or bar any further access to such files or the Website. PC will not be liable to User or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by PC in connection with such termination or suspension.
8. Limited Warranty. PC represents and warrants as follows: (i) it has the full power, capacity and authority to enter into and perform this Agreement and to make the grant of rights contained herein, including without limitation, the right to license any ancillary or third party programs licensed to User under this Agreement; (ii) there is no pending or threatened litigation that would have a material adverse impact on its performance under this Agreement; (iii) to the best of its knowledge, User’s licensed use of the Website will not infringe the intellectual property rights of any third party; (iv) the Website does not contain any known virus or similar code that may destroy, modify, alter, or cause the destruction, modification or alteration, in whole or in part, of any of User’s equipment, devices, software, or data; and (v) PC shall not deliver any third party software or other intellectual property to User in connection with or embedded in the Website for which User would be required to be bound by any third party terms and conditions; all such third party software and intellectual property shall be deemed part of and included in the definition of “Website”. As User’s sole and exclusive remedy for breach of the foregoing warranty, PC shall either correct the nonconformity or refund the applicable license fees paid for the applicable Website. The warranty provided in this Section is solely for User’s benefit and User shall have no authority to extend the warranty to any third party. PC shall not be liable for failures caused by third party hardware, User Data, misuse of the Website, or User’s gross negligence or willful misconduct.
9. Warranty Disclaimer. EXCEPT AS PROVIDED IN SECTION 8 (LIMITED WARRANTY), THE WEBSITE IS PROVIDED “AS-IS” AND “AS-AVAILABLE,” WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. PC SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, GUARANTIES, CONDITIONS OR REPRESENTATIONS OF ANY KIND (EXPRESS OR IMPLIED, ORAL OR WRITTEN) INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, ACCURACY, QUALITY OF INFORMATION, TITLE/NON-INFRINGEMENT, AND THOSE ALLEGED TO ARISE BY A CUSTOM OR USAGE IN A TRADE, OR BY COURSE OF DEALING. PC MAKES NO REPRESENTATION OR WARRANTY THAT THE WEBSITE IS FIT FOR ANY PARTICULAR PURPOSE OR THAT THE OPERATION OF THE WEBSITE, OR THE UNDERLYING VALUATION TOOLS, WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE WEBSITE WILL BE CORRECTED. USER EXPRESSLY AGREES AND ACKNOWLEDGES THAT USE OF THE WEBSITE IS AT USER’S SOLE RISK. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY PC OR PC’S AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE WARRANTIES CONTAINED IN SECTION 8. PC MAKES NO WARRANTY AS TO THE ADEQUACY OR CAPACITY OF ANY HARDWARE OR THIRD PARTY SOFTWARE TO ATTAIN SOME OR ALL OF THE PERFORMANCE OBJECTIVES OF USER. MANY FACTORS, INCLUDING BUT NOT LIMITED TO THE TYPE OF NETWORK, THE AMOUNT OF TOTAL NETWORK TRAFFIC, AND THE TYPE AND PATTERN OF USAGE OF THE WEBSITE ON THE NETWORK, WILL IMPACT THE PERFORMANCE OF THE WEBSITE.
10. Indemnity. PC shall defend, indemnify, and hold harmless User and its directors, officers, agents, employees, subsidiaries and successors in interest from and against any claim, action, proceeding, liability, loss, fine, sanction, damage, cost, or expense, including, without limitation, attorneys’ fees, experts’ fees and court costs arising out of or relating to any claim by a third party that User’s permitted use of the Website infringes its patent, copyright, trade secret, or other proprietary rights (“Claim(s)”), unless such Claims are related to User Data. User shall: (i) give PC prompt written notice of such Claim; and (ii) allow PC to control, and fully cooperate with PC in, the defense and all related negotiations. If the Website or any part thereof becomes the subject of an infringement claim, or is likely to become the subject of such a claim, then, in addition to defending the claim and paying any damages and attorneys’ fees as required above, PC shall, at its option and in its sole discretion, either (a) immediately replace or modify the Website, without material loss of performance or functionality, to make it non-infringing or (b) immediately procure for User the right to continue using the Website pursuant to this Agreement. If PC fails to provide one of the foregoing remedies within forty-five (45) days of notice of the claim (and such time has not been extended by User in writing), PC shall refund to User all sums paid by User under this Agreement for the infringing Website, prorated over one (1) year. User shall defend, indemnify, and hold harmless PC and its directors, officers, agents, employees, subsidiaries and successors in interest from and against any claim, action, proceeding, liability, loss, fine, sanction, damage, cost, or expense, including, without limitation, attorneys’ fees, experts’ fees and court costs arising out of or relating to any claim by a third party due to or arising out of User’s use of the Website in violation of this Agreement and/or arising from any use of this Website.
11. Limitation of Liability. EXCEPT FOR PC’s INTELLECTUAL PROPERTY INDEMNITY OBLIGATIONS UNDER SECTION 10, IN NO EVENT SHALL PC BE LIABLE TO USER FOR ANY LOSS OR INJURIES TO EARNINGS, PROFITS, OR GOODWILL, OR FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR BUSINESS INTERRUPTION, LOSS OF PROFITS, REVENUE, BUSINESS INFORMATION OR DATA, OF ANY PERSON OR ENTITY WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, EVEN IF PC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PC HAS SET PRICES FOR THE WEBSITE BASED ON THE ALLOCATION OF RISKS SET OUT IN THIS AGREEMENT. IN NO EVENT SHALL PC’S LIABILITY FOR ANY DAMAGES TO USER EVER EXCEED, IN THE AGGREGATE, THE ACTUAL LICENSE FEES USER PAID FOR USE OF THE WEBSITE, REGARDLESS OF ANY FORM OF THE CLAIM. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION OR CLAIMS IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, INDEMNITY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND OTHER TORTS. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY EVEN IF ANY OTHER REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.
12. Limitations Period. Neither party may bring any claim or action arising out of or related to this Agreement, including any claim of fraud or misrepresentation, more than one (1) year after the claim accrues. USER AGREES THAT ANY CLAIM NOT PRESENTED WITHIN ONE (1) YEAR OF THE ACCRUAL OF THE CLAIM BY USER SHALL BE DEEMED TO BE WAIVED.
13. Support, Training, and Customizations. PC shall have no training or customization obligations hereunder. PC will use reasonable efforts to provide customer support through the Website and/or via telephone during normal business hours, Monday through Friday, 8am to 5pm for the Eastern Time Zone of the United States or at such other times and methods as deemed economically feasible in PC’s sole discretion.
14. Security. Protecting your personal information is important to PC. PC uses Secure Sockets Layer (SSL) technology to protect your online order information as it is transmitted over the Internet. SSL is a proven coding system that lets your browser automatically encrypt, or scramble, data before such data is sent. To support this technology, users must have an SSL-capable browser. While PC uses such sophisticated security technology to secure User’s ordering information, username, and password, PC cannot guarantee that any electronic commerce is completely secure. To check the security of your connection, look at the lower left-hand corner of your browser window after accessing the server. If you see an unbroken key or a closed lock (depending on your browser), then SSL is active. You can also double-check by looking at the URL line of your browser. When accessing a secure server, the first characters of the site address will change from 'http' to 'https.' If your browser or firewall doesn't support SSL, you will not be able to connect to the server, which means you won't be able to mistakenly place an order through an unsecured connection. If you cannot access the secure server for any reason, please place your order by phone at 813-391-5039. Please also see Section 3 regarding security of your username and password.
15. No Publicity. PC shall not make any media release or other public announcement identifying User without User’s prior consent. PC shall acquire no right to use, and shall not use, without User’s prior written consent, the User’s names, trade names, trademarks, service marks, or copyrighted materials in any manner other than as expressly authorized by User.
16. Consent to Jurisdiction. Forum Selection and Choice of Law. By using the Website, you expressly agree that if there is any dispute arising out of the Website, or in the event of any judicial action arising directly, indirectly, or otherwise in connection with, out of, related to or from this Agreement or any transaction covered hereby or otherwise arising in connection with the relationship between the parties, regardless of whether such action is brought under contract, tort, statute or otherwise, any such dispute shall be governed by the laws of the State of Florida, without regard to its conflict of law provisions, and you expressly agree and consent to the exclusive jurisdiction and venue of the state and federal courts of the State of Florida, in Hillsborough County, for the resolution of any such dispute. The aforementioned choice of venue is intended by the parties to be mandatory and not permissive in nature, thereby precluding the possibility of litigation between the parties with respect to or arising out of this Agreement in any jurisdiction other than that specified in this paragraph. You hereby waive any right you may have to assert the doctrine of forum non conveniens or similar doctrine or to object to venue with respect to any proceeding brought in accordance with this paragraph, and stipulate that the State and Federal courts located in the County of Hillsborough, State of Florida shall have in personam jurisdiction and venue over you for the purpose of litigating any dispute, controversy, or proceeding arising out of or related to this Agreement. Any final judgment rendered against a party in any action or proceeding shall be conclusive as to the subject of such final judgment and may be enforced in other jurisdictions in any manner provided by law.
17. Legal Fees. If any dispute arises between the Parties with respect to the matters covered by this Agreement which leads to a proceeding to resolve such dispute, the prevailing Party in such proceeding will be entitled to receive its reasonable attorneys’ fees, expert witness fees and out-of-pocket costs incurred in connection with such proceeding, in addition to any other relief it may be awarded.
18. Assignment. PC may not assign your rights and obligations under this Agreement to any third party, and any purported attempt to do so will be null and void. PC may freely assign its rights and obligations under this Agreement.
19. General. The waiver of one breach hereunder shall not constitute the waiver of any other or subsequent breach. No amendments, modifications, or supplements to this Agreement shall be binding unless in writing and signed by the parties. The headings and titles to the sections of this Agreement are inserted for convenience only and shall not be deemed a part of, or affect the construction or interpretation of, the provisions of this Agreement. Neither party shall be liable for any costs or damages resulting from its inability to perform any of its obligations under this Agreement due to a natural disaster, actions or decrees of governmental bodies or for intermittent delays in service due to interruption of servers or internet or other services provided by third party providers. If any provision of this Agreement is held to be invalid or unenforceable, such decision shall not affect the validity or enforceability of the Agreement or any of the remaining provisions.
20. Gramm-Leach-Bliley Act. Pursuant to the Gramm-Leach-Bliley Act of 1999, the various regulations promulgated thereunder by the federal and state regulators of financial institutions and the Interagency Guidelines Establishing Standards for Safeguarding Customer Information adopted by the federal regulators of depository institutions (collectively, the “GLB Act”), it is required and/or suggested that agreements with service providers contain certain contractual provisions regarding the use and disclosure of “Nonpublic Personal Information” as such term is used in the GLB Act (“NPI”) and the implementation by service providers of appropriate measures designed to meet the objectives of the GLB Act. In connection with performing services for User, PC may from time to time receive NPI from User regarding consumers and customers of User. PC agrees that it shall keep all such NPI confidential and shall maintain and use such information in accordance with all applicable laws, rules and regulations, including but not limited to the GLB Act, as such act may apply to User. PC will not disclose, nor permit access to, NPI for any purpose other than as specifically required to fulfill PC’s contractual obligations with User as set forth herein. PC will not sell NPI for any reason and will take commercially reasonable steps to ensure the security and confidentiality of NPI and to protect against anticipated threats and hazards to the security of NPI. PC will take commercially reasonable steps to prevent unauthorized access to or use of NPI that could result in harm or inconvenience to PC or its consumers.
Please contact us with any questions regarding this agreement.
©2014 PeerComps, Inc. All rights reserved.