Terms of Service
Welcome to the farsmarterbids.com (the "site") which is a website owned and operated by Simply Automatic, Inc. (the "company", "we", and "us"). These Terms of Service ("TOS") contain the terms and conditions that govern your access to and use of the site and the farsmarterbids.com services and information.
The company provides a subscription service to government information in a searchable database of regulations and other government materials; and the company may offer other services through this site including discussion forums, chat rooms, bulletin boards, message boards, or other ancillary services (collectively the "ancillary services") that may change from time to time. The company has also added some original information to the subscription service government content. Together the subscription service, the information it makes available, and any available ancillary services, shall be referred to as the "services."
These TOS state your rights and responsibilities and what you can expect from the services. Access to and use of this site and the services are permitted on the condition that you accept these TOS. By accessing or using this site or the services you confirm your acceptance of and agreement to these TOS. If you do not accept and agree to these TOS, you should not access or use this site or any of the services. If you have any questions or comments regarding these TOS, please contact us at email@example.com.
1. A U.S., Non-Consumer Site. This site is hosted and intended for use within the United States and U.S. territories. This site presents information, views and opinions for commercial, non-profit, and government entity or facility audiences; for researchers, librarians, lawyers, members of the media, and other professionals acting on their own behalf for professional purposes or on behalf of their respective employers or other organizations; for university/college personnel and students; and for business people acting on behalf of their respective employers or businesses and with respect to business activities. (Such respective employers, businesses, or other organizations shall be referred to as "organizations", each an "organization".) This site is not intended for use by consumers, and it does not sell or offer for sale any goods or services intended for consumers.
2. No Legal Advice. This site, the subscription service and its government information in a searchable database, the company's explanations and descriptions thereof, the ancillary services, and this site's links to other websites are not intended to provide advice for the specific circumstances of any particular situation or user, and they should not be relied upon or regarded as direct or implied legal advice, or used as a substitute for advice from legal, accounting, financial, tax, or other suitably qualified professional advisors.
3. Single-User Versus Organization Subscriptions. These TOS apply to single-user subscriptions to the subscription service, not to organization subscriptions documented in a signed contract. If you pay for your access to and use of the subscription service using a credit card, you obtain a single-user subscription whether or not the card is your personal card, a family member's card, your employer's card, or another organization's card; and whether or not you are acting solely for your own benefit, solely for your organization's benefit, or for the benefit of both you and your organization. However, if your organization signs a contract with the company and pays by check or wire transfer, your access to and use of the subscription service is through your organization's subscription contract, not these TOS, unless the contract says otherwise. You are responsible for knowing whether your organization has a subscription contract with the company. Because single-user subscriptions and organization subscriptions sometimes overlap in time, and because of the short duration and low cost of single-user subscriptions, there is no refund or prorating of your single-user subscription payment if your organization has or subsequently obtains an organization subscription contract. Except where references to an organization subscription contract are included for clarity, the remainder of these TOS assume that you will access and use the subscription services under a single-user subscription.
5. License. (A) When you subscribe to the subscription service, and subject to these TOS, the company grants you a personal, nonexclusive, limited, revocable license: (i) to access and use, for their intended purposes, the subscription service databases and the information they make available; (ii) to store in your FC (defined below) bookmarks to information you select in the subscription service databases, and to otherwise use the features of your FC functionality; (iii) to print limited quantities of subscription service information; (iv) to make limited quantities of photocopies of said printed information; (v) to distribute limited quantities of said printouts and photocopies within and outside your organization, but only within the United States and U.S. territories; and (vi) to forward via the site's email function limited quantities of subscription service information that you may distribute within and outside your organization, but only within the United States and U.S. territories. (B) Each page of printed or emailed subscription service information will bear a footer naming the company. You may not obscure or remove said footers. Photocopies of subscription service information, and email inserts of excerpts thereof, must contain said footer as a condition to the ongoing validity of your license. Also, said footer requirements survive the cancellation, expiration or termination of your license, subscription service and these TOS. (C) Excerpts of subscription service information distributed in emails must be sent solely through a site email feature. If you use the site's email feature for this purpose, by sending the email you represent and warrant that you have the recipient's permission to send the email to the recipient. (D) This license is a personal, single-user license that does not permit others to use your user name, subscription service password, or ID either simultaneously or alternatively. You may not share, loan, rent, lease, transfer, or assign your subscription, your user name, your subscription service password, or your subscription service ID. (E) This license does not include the rights to, and you may not: (i) collect or use copies of information accessed through the subscription service or any ancillary services in order to compete with the company, or for purposes prohibited by the company; (ii) create derivative works based on subscription service information, any ancillary services information, or the content of the site's pages; (iii) load any printed, copied or downloaded subscription service information into your organization's intranet or allow others to post the same thereto; (iv) distribute significant quantities of subscription service information, or distribute any quantities of same through mass-mailings or massive emailing; (v) distribute subscription service information electronically or digitally except as an email attachment, for example and without limitation, you may not distribute subscription service information on CDs or DVDs, on or through your organization's website pages, or via an Internet blog or a newsletter, but you may provide limited excerpts to customers and contractors in print copies or paper photocopies; (vi) export subscription service information or information available through any of the ancillary services; or (vii) download or copy the site's pages other than page caching or printing for personal use. (F) If you use the site or the subscription services in a manner that exceeds the scope of this license or if you breach these TOS, we may, without refund or prorating: (i) suspend or terminate the license granted to you, suspend or terminate your subscription, and prohibit you from accessing and using any or all of the company's services in the future; and/or (ii) take any other actions set forth in the Termination section below. (G) Except for the limited license stated in this section and except for the license clarifications stated in the next two sections, nothing contained in these TOS should be interpreted as conveying to you any license, right, permission, consent, waiver, or release related to or for any information, material, copyright, trademark, or other proprietary or personal right or interest of the company, or its employees, officers, directors, contractors, or any third party.
6. Filing Cabinet. (A) A "filing cabinet" is a storage functionality that is available through and licensed as part of the subscription service ("FC") to current single-user subscribers and to some organization subscription users. A FC allows creation and storage of (i) folders for organizing storage, (ii) bookmarks to information found in the subscription service's databases, (iii) bookmarks to other locations on the Internet, and (iv) text notes within the FC. Folders may be named and renamed, added within other folders, or deleted. Bookmarks may be created within or moved into folders, and may be deleted. Text notes may be created or pasted by you in text fields, and modified or deleted by you. (B) During your subscription you may use your FC at your discretion and subject to these TOS, but there is no discount, offset, refund, or prorating if you elect not to use it or not to use all of its available functionality. (C) Bookmarks and text notes stored in FCs are subject to the license section above. However, documents or files may not be uploaded into said FC text fields or folders, and FC bookmarks to information found in the subscription service's databases may not be downloaded into your organization's intranet. (D) In addition, upon expiration or termination of your subscription the company may empty your FC without notice or liability to you or your organization and without saving its contents or forwarding them to you.
7. Use of Ancillary Services. Provided you have a current single-user subscription to the subscription service, then subject to the terms and conditions of these TOS you may access and use any available ancillary services at no extra charge, but there is no discount, offset, refund, or prorating if no ancillary services are available, or if you elect not to use any that are available. You may only use the ancillary services as they are intended to be used, as permitted and limited by the company on the site, and according to these TOS. If your access to the subscription service is through your organization, your access to available ancillary services will be controlled by your organization's subscription contract.
9. Monitoring. (A) The company reserves the right, but does not assume the obligation, to monitor postings to its ancillary services, and to monitor bookmarks and text notes in each user's FC. Your postings to ancillary services and your FC bookmarks and text notes may not be pornographic, threatening to persons or property, hateful in nature, defamatory, disparaging, illegal, or otherwise inappropriate, offensive, or objectionable, or contain links to websites or materials that are inappropriate, offensive, or objectionable. For further clarity, inappropriate, offensive, or objectionable postings, bookmarks, text notes, linked websites, or linked materials include without limitation any abusive, obscene, vulgar, libelous, hateful, threatening, or sexually-orientated statements, graphics, materials, folder names, item tags, links, linked websites, or linked materials, and any potential or actual terrorism-related materials. (B) If the company determines, in its sole and absolute discretion, that your postings or another user's postings in response, or any of your FC's contents, are inappropriate, offensive, or objectionable as described in this section, then without any notice or liability to you or your organization, any other user, or any third party, and without any refund or prorating, the company may: (i) remove or restrict access to any of said postings or FC contents that may be considered in any way inappropriate, offensive, or objectionable; (ii) cancel temporarily or permanently terminate access to the ancillary services or FC involved; (iii) terminate your access to the subscription service without saving any FC contents or forwarding them to you; and/or (iv) report violators to the authorities. (C) The company is not liable for its removal of, or failure or refusal to monitor or remove, any postings, bookmarks, text notes, or linked websites or materials.
12. Promotional Items, Tweets, and Feeds. The news, other information, views, opinions, and recommendations provided by the company in promotional items, tweets, or feeds should not be considered complete or applicable to all specific circumstances, especially not to excluded circumstances or circumstances not expressly and specifically included. Thus the company's tweeted news, RSS news feeds, onsite news feeds, newsletters, news blogs, or other news-related information should not be relied upon without further investigation and professional advice. Also, the company's views, opinions, and recommendations provided in company promotional items such as promotional flyers, brochures, or advertisements disseminated through emails, postings on the site, landing pages, blogs, tweets, RSS feeds, or otherwise, should not be relied upon without further review, discussion, and advice. The company is not liable for any reliance or detrimental reliance based on news, other information, views, opinions, or recommendations provided by the company, or for any decisions based thereon, or for any resulting damages. No representations or warranties are made by the company regarding the suitability, reliability, availability, timeliness, completeness, or accuracy of the news disseminated or made available by the company, or of the views, opinions, or recommendations provided by the company in promotional items.
13. Maintenance and Updates. From time to time the company will conduct maintenance on this site, update the company's technology, and/or update its databases. During these periods the site and some or all services may be temporarily unavailable. The company is not responsible or liable to you for these periods of temporary unavailability, and you are not entitled to a refund or prorating due to these periods.
14. Intellectual Property. (A) The company solely and exclusively owns all intellectual property and other rights and interests in and to the services and site, except as expressly provided in these TOS. For example and without limitation, the company owns: (i) the trademarks "FARSmarterBids" and "Bid Smarter. Far Smarter."; (ii) the copyrights in and to the site's organization, presentation, and design, and in and to the site's graphic and text content; (iii) the copyrights in and to the original text and graphics provided through the subscription service; (iv) the copyrights in and to the structure, sequence and organization of the company's combined public domain information and original text databases provided through subscription service; and (v) the copyrights in and to, and the trade secrets protecting, certain proprietary technology used in providing the services including without limitation proprietary: software; a custom-made database search engine; custom designed and tailored databases; a custom-made search functionality; and custom-made user FC functionality. (B) You will not acquire any right, title or interest under these TOS or otherwise in or to any intellectual property or other rights owned by the company. (C) This paragraph does not apply to your intellectual property rights, for example, your copyright in any original text you enter in discussion forums, chat rooms, bulletin boards, or message boards. (D) All third party trademarks used or referenced on this site are the property of their respective owners.
15. Subscription Service Duration and Availability. (A) The possible durations of the subscriptions you may select are stated among the site's pages and/or in the site's shopping cart pages. You must select a "term", meaning a subscription period, and select a price before you place an order for your subscription. We promptly bill your credit card for the price specified for the subscription you order, and your payment in full allows you prompt access to the subscription service and any ancillary services then available, and allows their availability for your selected period of time subject to the terms and conditions of these TOS. Your selected period of availability and your price for that availability do not change if you never or seldom use the services. (B) Upon expiration of your subscription, if you have not previously renewed your subscription: (i) your license, access to, and use of the subscription service ends; (ii) your access to and use of all ancillary services ends; (iii) your access to and use of your FC ends; (iv) the company may empty your FC without notice or liability to you or your organization and without saving its contents or forwarding them to you; and (v) the company may or may not, at its discretion, remove any or all of your postings from ancillary services. (C) Notwithstanding the foregoing, provided you are not in breach of these TOS at the time of their expiration, you may retain printed copies of subscription service information and continue to use same without additional charge but subject to the limitations and restrictions, disclaimers and indemnifications, and other relevant terms and conditions of these TOS.
16. Cancellation, Refund, and Return Policies. (A) The short duration of each of the company's subscriptions offers customers maximum flexibility and superior choices. Subscriptions available through this site do not automatically renew, and the one-time nature of each subscription further increases the flexibility we offer to customers. Each type of single-user subscription we offer is offered at a low, affordable price. Because of the short duration, the one-time nature, and the low cost of subscriptions, allowing subscription cancellations or refunds upon request by subscribers would be problematic. Your payment for a subscription you order is nonrefundable. We do not promise or guaranty your satisfaction with the services, or that the services will be helpful to you. We follow NO CANCELLATION, NO REFUND, NO PRORATION, NO RETURN, and NO EXCHANGE policies. (No merchandise is sold through this site, hence there can be no returned or exchanged merchandise.) If these policies are not acceptable to you, please do not subscribe to or use any of the services. (B) For clarity, the subscription service and ancillary services availability we offer is subject to timely receipt of your subscription payment in full and without a subsequent charge back, to events beyond the company's control, to occasional downtime for maintenance and updates, and/or to your breach or other violation of these TOS. Consequently, the company does not guaranty that at any particular time this site or the services or their information content will be accessible, viewable, available without interruption, capable of being downloaded by you, or displayed exactly as loaded.
17. Termination. (A) If you breach these TOS, the company may, in its sole discretion, with or without notice to you, without liability of any kind to you, your organization, or to any third party, without any refund or prorating, and in addition to any available legal or equitable remedies: (i) suspend or terminate your license, access, use, and subscription to the subscription service; (ii) cancel temporarily or terminate your access to your FC, and empty your FC without saving its contents or forwarding them to you; (iii) limit, cancel temporarily, or terminate your access to and use of any or all of the ancillary services; (iv) remove and permanently delete any or all of your postings from ancillary services including without limitation removing any data, photos, images, or linked material or websites that may be considered by the company to be inappropriate, offensive, or objectionable; (v) following termination of your subscription service, terminate these TOS and prohibit you from accessing and using any or all of the company's services in the future; and/or (vi) and seek appropriate remedies. (B) Without limitation, (i) the company's receipt of a charge back for your payment for your subscription service, (ii) any act of terrorism directly or indirectly involving any of the services, or (iii) a listing on any government entity's terrorism watch list, will constitute a breach of these TOS that justifies termination.
18. Mutual Representations and Warranties. You represent and warrant to the company and the company represents and warrants to you: that you and the company, respectively, have full power and authority to enter into and perform under these TOS; and that these TOS are a legal, valid and binding obligation, enforceable in accordance with the terms and conditions of these TOS.
19. Representations and Warranties By You. (A) You represent and warrant to the company that your execution and performance under these TOS will not constitute a breach of, or conflict with, any other agreement, arrangement, or condition by which you or your organization are bound. (B) You further represent and warrant to the company that in connection with your access to and use of the site or the services or any of their features or functions: you will comply with all applicable laws, rules, and regulations; and without limitation you will not violate U.S. export regulations or anti-terrorism laws, or infringe or violate the copyright, trademark, patent, trade secret, right of privacy, right of publicity, or other legal right of any third party. (C) Complying with all applicable laws includes complying with the laws of the jurisdiction from which you access this site, and you represent and warrant that you will not violate those laws, and that you will not access or use the information available on this site or through the company's services in violation of those laws. (D) With respect to any FC content you create or add from sources other than the company's subscription databases, you further represent and warrant to the company that: (i) there are no claims, demands, or any form of litigation pending, or to the best of your knowledge, threatened; (ii) the company will not be required to make any payments to any third party in connection with its storage of your FC content, except for the expenses that the company incurs in providing the services; (iii) said content will not be pornographic, threatening to persons or property, hateful in nature, defamatory, disparaging, illegal, or otherwise inappropriate, offensive, or objectionable, or contain links to websites or materials that are inappropriate, offensive, or objectionable; and (iv) your FC content will not contain, transport, or link viruses or any other programs or technology designed to disrupt or damage any data, software, or hardware.
20. DISCLAIMER OF WARRANTIES. (A) THIS SITE AND THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE", AND THE RISK OF INJURY, LOSS OR DAMAGE RELATED TO THE ACCESS TO OR USE OF THIS SITE OR ANY OR ALL OF THE SERVICES, TO THE CANCELLATION, EXPIRATION OR TERMINATION OF ACCESS AND USE WITH OR WITHOUT NOTICE, TO COMMUNICATIONS WITH THE COMPANY, OR TO USE OF THIS SITE'S LINKS, RESTS WITH USERS OF THIS SITE. (B) THE COMPANY DOES NOT REPRESENT, WARRANT, OR OFFER ANY TERM OR CONDITION THAT THE SITE, THE SERVICES, THE INFORMATION AVAILABLE IN THE SUBSCRIPTION SERVICE'S DATABASES, OR THEIR USE, OR THE CONTENT OF THE ANCILLARY SERVICES OR THEIR USE: IS/ARE OFFICIAL, WILL BE UNINTERRUPTED OR UNMODIFIED BY UNAUTHORIZED THIRD PARTIES, OR FREE OF INACCURACIES OR ERRORS, IS/ARE CURRENT OR COMPLETE, OR WILL MEET YOUR REQUIREMENTS, HELP YOU OBTAIN GOVERNMENT CONTRACTS, OTHERWISE BENEFIT YOU, OR OPERATE IN THE CONFIGURATION OR WITH THE HARDWARE OR SOFTWARE YOU USE. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THIS SITE, THE SERVICES AND ANY OF THE FUNCTIONALITY OR INFORMATION AVAILABLE THROUGH THE SERVICES. (C) THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE MADE EXPRESSLY IN THESE TOS. THE COMPANY HEREBY DISCLAIMS ANY AND ALL IMPLIED REPRESENTATIONS, WARRANTIES, OR TERMS OR CONDITIONS INCLUDING, WITHOUT LIMITATION, IMPLIED REPRESENTATIONS, WARRANTIES, OR TERMS OR CONDITIONS OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AVAILABILITY, USE, BENEFIT, AND NON-INFRINGEMENT.
21. Creation, Updates, Usage. (A) The company used various government sources to create its subscription service databases because no single source contained all relevant information. Because the company is not a government entity, and because the company used various government sources to create its subscription service databases, the company is not an "official" source for, and its databases do not provide "official", government information. (B) The company regularly updates the information in its subscription service databases. However, the various government sources used by the company to update its subscription service databases commonly update their respective government information at inconsistent intervals, and some government updating is delayed for a noticeable period, thereby delaying the company's updating. In addition, because the company updates government information across many government departments, agencies, facilities, and initiatives, and from various government sources, the volume of new or replacement information added to our databases is consistently considerable and sometimes causes or adds some delay in database updating. Under these circumstances the company cannot guarantee and is not responsible or liable for the currency, accuracy, or completeness of government information accessed through the subscription service or for the currency, accuracy, or completeness of the explanations, background information, cross references, links, or tables of content provided by the company regarding the government information in its subscription service databases. (C) Because locating all relevant government regulations and other materials can be a time consuming and difficult process, the company cannot guarantee that the subscription service will enable you to find all regulations or other government materials relevant or applicable to your research, government bids, or proposals; and the company is not responsible or liable if you overlook or otherwise fail to find, or fail to read, all relevant or applicable regulations or other government materials, or fail to find or read same in time for them to be helpful. (D) Because government regulations and other materials, and government bid or proposal documents, are sometimes difficult to understand and correctly apply, follow, or respond to, the company cannot guarantee that the subscription service will enable you to avoid misunderstandings of government regulations and other materials, or avoid misunderstandings of government bid or proposal documents, or will enable you to correctly apply their respective content, follow same, or successfully respond to them. The company is not responsible or liable for any errors you make in understanding government regulations and other materials, or government bid or proposal documents, or for any errors you make in applying their respective content, or errors you make in your adherence or responses to them. (E) You assume all responsibility and risk related to your government bids, contracts, projects, or initiatives. The company is not responsible or liable for any government bids, contracts, projects, or initiatives that you lose or otherwise are not awarded, that you do not finish, or for which you do not receive full payment.
22. Technology and Viruses. Technical difficulties with the Internet, or with Internet related software or transmissions may produce inaccurate or incomplete copies of information accessed through the services or contained on this site. While we strive to catch and eliminate viruses and other destructive programs, they may be inadvertently downloaded from this site. Under these circumstances the company is not responsible or liable for any software, computer viruses, or other destructive, harmful or disruptive files or programs that may infect or otherwise impact your data, software or use of your computer equipment or other property, even if you receive same during or as a result of your access to, use of, or browsing on this site, or when opening or printing any of the information on this site, or from subscription service databases or any ancillary services. The company recommends that you install appropriate anti-virus or other protective software. Use of this site is an acknowledgment that the company is not liable for the unauthorized or illegal conduct of third parties.
23. Prohibitions Against Harm And Illegal Activity. (A) You may not cause harm to the site or the services, or otherwise abuse them or any functionality, system resources, or networks connected to or accessible through this site. (B) Specifically, but not by way of limitation, you may not: (i) interfere with this site or the services by using viruses or any other programs or technology designed to disrupt or damage any data, software or equipment; (ii) engage in any postings to ancillary services or other activity that interferes with another user's ability to use or enjoy the services; (iii) modify, prepare derivative works from, reverse engineer, decompile, or disassemble any technology used to provide the services; (iv) use a robot, spider or other technological device or process to monitor the activity on or copy pages from the site; (v) collect electronic mail addresses or other information from third parties during use of the services; (vi) impersonate another person or entity in order to gain access to or use the services; (vii) impersonate the company or claim that you work for or represent the company; (viii) use any meta tags, search terms, key terms, or the like that contain the company's name or any of its trademarks; (ix) post, add, or upload to, or state in any ancillary service or your FC any abusive, obscene, vulgar, libelous, hateful, threatening, or sexually-orientated statements, graphics, materials, folder names, item tags, links, linked websites, or linked materials; (x) use your FC or ancillary services to engage in any potential or actual terrorism-related activity, or otherwise use this site or your FC or ancillary services to engage in any unlawful activity; or (xi) assist or encourage any third party in engaging in any activity prohibited by these TOS.
24. LIMITATION OF LIABILITY. (A) THE COMPANY, ITS EMPLOYEES, OFFICERS, DIRECTORS, AND CONTRACTORS WILL NOT BE LIABLE TO YOU, YOUR ORGANIZATION, OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES OR COSTS (INCLUDING WITHOUT LIMITATION DAMAGES RELATING TO LOST DATA OR LOST PROFITS, BUSINESS INTERRUPTION, LOST OPPORTUNITIES, LOST GOODWILL, LOST OR DAMAGED PROPERTY, OR CLAIMS OF THIRD PARTIES) ARISING OUT OF OR UNDER, RELATING TO, OR CONNECTED WITH THIS SITE, THESE TOS, OR ACCESS TO OR USE OF THE COMPANY'S SUBSCRIPTION SERVICE OR ANCILLARY SERVICES, OR THEIR RESPECTIVE INFORMATION CONTENT, BASED ON ANY CAUSE OF ACTION, CLAIM, OR OTHER PROCEEDING, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (B) EXCEPT FOR A BREACH OF YOUR REPRESENTATIONS OR WARRANTIES, AND EXCEPT WITH RESPECT TO YOUR INDEMNITY OBLIGATIONS, IN NO EVENT WILL THE MAXIMUM AGGREGATE LIABILITY OF EITHER YOU OR THE COMPANY UNDER THESE TOS, OR BASED ON THE USE OR EXPLOITATION OF THIS SITE OR OF ANY SERVICES, IN ANY MANNER WHATSOEVER EXCEED THE GREATER OF THE AMOUNT PAID BY YOU TO THE COMPANY DURING THE THREE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY, OR $100. (C) UNDER SOME CIRCUMSTANCES SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE LIMITATIONS AND EXCLUSIONS STATED IN THIS SECTION MAY NOT APPLY TO YOU.
25. Indemnification. (A) You agree to indemnify and hold the company, its employees, officers, directors, contractors, and affiliates (the "company parties") harmless against all claims or liability asserted and any damage, loss, or expense (including without limitation, reasonable attorneys' fees and costs) arising out of or incurred in connection with (i) any breach by you of any of these TOS, and (ii) any third-party claim, demand or action ("third-party claim") brought against any of the company parties alleging acts, omissions, or violations by the company that indirectly result from, or were caused or performed by, you, your organization, or someone acting on your behalf. (B) In the event of a third-party claim, the company will have the right to control the defense, settlement, and resolution thereof at your sole expense. You may not settle or otherwise resolve any such third-party claim without the company's express written permission.
26. Dispute Resolution. (A) All disputes arising out of, relating to or connected with these TOS or your access to or use of this site or any of the services will be exclusively resolved under confidential binding arbitration held in DuPage County, Illinois, before and in accordance with the Rules of the American Arbitration Association, by a sole arbitrator applying Illinois law without regard for conflicts of law rules or principles. The arbitrator's award will be binding and may be entered as a judgment in any court of competent jurisdiction. Any action to enforce an arbitrator's award will be brought in a state court located in DuPage County, Illinois or federal court located in Cook County, Illinois. The parties hereby irrevocably submit to the personal jurisdiction of the Illinois State courts in DuPage County, Illinois and the federal courts in Cook County, Illinois. The parties agree that the arbitrator should not award punitive damages. (B) Notwithstanding anything to the contrary in this paragraph, the company may seek: (i) equitable relief from a court of competent jurisdiction, including, without limitation, injunctive relief and specific performance, without the requirement of posting a bond or other security or proving money damages are insufficient; and (ii) monetary damages from a court of competent jurisdiction for, without limitation, intellectual property infringements or misappropriations, privacy right violations, trade disparagement, or violations of law implemented through computers or the Internet, including without limitation, identity fraud or impersonation, information theft, pornography dissemination, hate speech or hate crimes, defamation, threats of violence, virus-related damage or destruction to data, software, or equipment, or potential or actual terrorism-related activity.
27. Governing Law. This site was created and it is maintained by the company solely within the United States. Given this location and the commercial nature or application of this site and its services, by using this site or the services you acknowledge and agree that the laws of the United States and the State of Illinois will govern and control the content, access to, and use of this site and the services and the construction or interpretation of these TOS without giving effect to any conflict of law rules or principles and without regard to where in the world you are located or from where in the world you access this site.
29. Modification of the Databases, Services and Site. The company reserves the right to add, delete, or otherwise modify any of the information in its databases and on this site, and to modify the structure, sequence and organization of the company's databases accessed through the subscription service, at any time and from time to time at the company's discretion and without any liability, refund, or prorating to you or any third party. The company further reserves the right to change the "look and feel" of the services or the site, and may change, suspend, or discontinue any ancillary service and any aspect of the subscription service at any time and from time to time at the company's discretion and without any liability, refund, or prorating to you or any third party. The company shall have complete discretion over the features, functions, prices and other terms and conditions on which the company's services are offered to organization subscription users as well as to single-user subscribers.
30. Notices. If you give notice to the company, it must be in writing and delivered by electronic mail to firstname.lastname@example.org. If the company provides notice to you, we will use the contact information provided by you. All email notices to the company will be deemed received 24 hours after the message was sent if no "system error" or other notice of non-delivery is generated. If applicable law requires that a given communication be "in writing," you agree that email communication will satisfy this requirement.
31. Miscellaneous. These TOS will be binding upon each party. You are not permitted to delegate, assign or transfer these TOS. All applicable policies of the company are incorporated in these TOS. These TOS contain the entire understanding of the parties, and supersede all prior and contemporaneous agreements and understandings between the parties regarding their subject matter. The company's failure or delay in exercising any right, power or privilege under these TOS shall not be construed as a waiver thereof, or preclude the exercise of any other right, power, or privilege. You and the company are independent contractors, and no agency, partnership, joint venture, or employee-employer relationship is intended or created by these TOS. The invalidity or unenforceability of any provision of these TOS will not affect the validity or enforceability of any other provision of these TOS, all of which will remain in full force and effect. If any provision of these TOS is wholly or partially invalid or unenforceable, the parties or, in the event the parties are unable to agree, an arbitrator or court of competent jurisdiction, shall put in place thereof an enforceable provision or part thereof, that as nearly as possible reflects the terms of the original. Sections 1-4, 5(B), (E), and (G), 10-12, 14, 15(B) and (C), 16, 17(A), 19-21, and 23-27 will survive temporary cancellations, temporary suspensions, expiration or termination of your license, access to, use of, and subscription to the subscription service, termination of your access to and use of the ancillary services, and termination of these TOS.
© 2010 Simply Automatic, Inc.
Last revised December 7, 2009