Subscription And End-User License Agreement
Chamber Business Gateway © 2008 Trivekta Corporation
PLEASE READ THIS END-USER LICENSE AGREEMENT (“LICENSE”) CAREFULLY BEFORE AGREEING TO THE TERMS BELOW. BY SUBSCRIBING TO THIS TRIVEKTA CORPORATION SUBSCRIPTION PRODUCT, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT SUBSCRIBE TO THIS PRODUCT AND/OR SERVICE.
1. The Websites
1.1. Trivekta Corporation offers on-line, World Wide Web-based subscription and non-subscription websites. This document will refer to these site(s) as "the website".
2. Ownership of the Information, Materials and Software of the Website
You expressly acknowledge and agree that the website contains information, text, software, photos, video, graphics, music, sounds and other material (called "Materials") that are protected by copyrights, trademarks, trade secrets, patents or other proprietary rights (called "Intellectual Property Rights"), that these Intellectual Property Rights are valid and protected in all forms, media and technologies existing now or developed later, and that all right, title and interest in and to these Materials, including but not limited to all Intellectual Property Rights, belong solely and exclusively to Trivekta Corporation or its licensers.
2.1 Areas may be provided on the website for users to post and exchange ideas and information. The views and opinions expressed therein do not necessarily reflect those of Trivekta Corporation or its content providers or licensers. You hereby represent and warrant that you have all necessary rights in and to any materials you post on the site, and that such material will not infringe on any personal or proprietary rights of any third parties. Further, you authorize Trivekta Corporation to use and/or authorize others to use your postings in any manner, format or medium.
2.2 Some activities within Trivekta Corporation's websites may request users to submit information that is tabulated and stored in a database. The data obtained is used to produce statistics that are integral to the commercial value of these activities. Anywhere the requested data is personal in nature, a user's specific responses remain confidential and are not associated with name or e-mail address in any way. In some activities where the data is not personal in nature, a user's specific responses may be identified by e-mail address and accessed separate from the aggregate. By participating in an activity that uses a database, you are giving us consent to include your data in the study.
2.3 Trivekta Corporation subscription websites require the use of internet browser cookies to facilitate subscription processing, and to validate user upon login. These cookies are session based and expire when the internet browser is shut down. Trivekta does not share this information with third parties, nor does Trivekta Corporation use it for any purpose other than facilitating the user experience.
3. Use of the Information and Materials of the Website
The license granted herein is nonexclusive, personal to you and nontransferable. The license is determined by the type of subscription being created through a Pre-assigned Activation ID/Password or through online purchase. The type of license and the access authority to which it applies is described in Section 3.3.
3.1. Website Subscribers may use, display, reformat, download, print and reproduce Materials obtained through the website solely for their own personal, non-commercial, educational purposes.
3.2. Website Subscribers may access and use the website from any computer at any location where there is an Internet connection. Where multiple user access is granted under the license, multiple individuals may log into the websites simultaneously from multiple locations.
3.3. The license granted herein is for single user access to resources developed for subscribing businesses to use, access and administer their own individual branch of the Website. One User ID and Password with administrative authority is issued for the subscriber's use; this User ID/Password may not be shared with anyone outside of the subscriber’s business entity. For the purpose of this Agreement, officers, employees, and staff of the subscribing business are all considered subscribers to the website.
3.4. Except as you may be expressly permitted by this Agreement, you may not use, modify, adapt, reformat, download, upload, post, reproduce, broadcast, publish, display, perform, transfer or redistribute any Materials in any form, format or media or by means of any technology without obtaining the prior written authorization of Trivekta Corporation and any other owner of the Intellectual Property Rights in such Materials, with this one exception:
3.5. You may, on an occasional and irregular basis, include insubstantial portions of Materials from the website in memoranda, reports, presentations and sales marketing literature, and then only to the extent that such use constitutes "fair use" under applicable copyright and intellectual property law, provided that in each instance you include in all such memoranda, reports and presentations all copyright, trademark and other notices from the website and the information used, original source attribution, and the phrase "Used with permission from Trivekta Corporation."
3.6. The foregoing exception does not include posting Materials from the website to newsgroups, mail lists, electronic bulletin boards or any other on-line destination.
3.7. If you reproduce Materials from the website, as permitted by this Agreement, you must preserve any copyright, trademark or other notices contained in or associated with them. This means, among other things, that if the specific Material you are reproducing does not contain the relevant notices that appear on the website, you must go to the place on the website where such notices appear and copy them into the Materials you are reproducing.
3.8. Without in any way limiting your obligations under Section 3.5 above, you agree not to otherwise reproduce, use, sell, transmit, publish, broadcast, or otherwise disseminate or distribute Materials from the website to anyone, including but not limited to others in the same company, or other organization, whether or not for a charge or other consideration, including but not limited to use in connection with the sale, retransmission, distribution, publication, broadcasting, circulation or other dissemination, for any purpose, whether commercial or otherwise, without the express prior written permission of Trivekta Corporation.
3.9. If you wish to request permission to reproduce Materials from the website for other than the specifically authorized educational purpose, or if you have any questions about the proper way to include such notices, contact Trivekta Corporation. See Section 14.
4. This Agreement and Changes to It
4.1. In addition to being a part of the subscription form, this Agreement resides on-line at the website under the License Agreement link so that you may reference it at any time.
4.2. Trivekta Corporation may change any of the terms in this Subscription and End-User License Agreement at any time. Changes will become effective when Trivekta Corporation posts the modified Agreement on the website. The Subscription and End-User License link will be flagged any time changes are posted. If you do not agree to the changes, you may cancel your subscription to the website in the way described in Section 7. Continued use of this website by you or any other subscriber under your license constitutes acceptance of the terms of the modified Agreement.
4.3. This Agreement is the entire agreement between Trivekta Corporation and you with respect to the website. Headings in this Agreement are for your convenience only and do not have any legal meaning or effect. If any part of this Agreement is invalid, the rest of this Agreement will remain in effect. If Trivekta Corporation waives or fails to enforce any term or condition of this Agreement on any one or more occasions, whether by conduct or otherwise, its waiver or failure to enforce will not mean that it must waive or cannot enforce such term or condition on any other occasion, or any other term or condition of this Agreement. The meaning of this Agreement cannot be changed by your or Trivekta Corporation’s conduct, even if repeated, or by any custom or practice of others engaged in the same or similar businesses.
5. Changes to Website
Trivekta Corporation may change or discontinue any portion, feature or content of the website at any time with or without notice to you. Likewise, Trivekta Corporation may at any time, with or without notice to you, restrict the use and accessibility of the website as well as limit the duration and amount of use made of the website.
6. Subscription Rates, Other Charges, and Payment
6.1. Trivekta Corporation may change the Subscription Rates it charges for use of the website or add new Subscription Rates for parts of the website that were previously free at any time. Such changes shall be effective immediately with respect to new subscriptions and renewals.
6.2. Credit card transactions are required for online purchase of the website subscriptions.
7. Your Other Responsibilities Concerning Subscription to the Website
7.1. By subscribing to the website under this Agreement, you certify to Trivekta Corporation that:
7.1.1. the information you have provided to Trivekta Corporation in order to register as a Subscriber is complete, accurate and current;
7.1.2. you will notify Trivekta Corporation within 15 days of any change in your Subscriber information; and
7.1.3. that you will not share your User ID(s) and Password(s) except as expressly authorized under the terms of your license.
7.2. If any of these certifications is or becomes untrue, or if you do not comply in full with these requirements, Trivekta Corporation has the right to suspend and/or terminate your subscription to the website.
7.3. You are responsible for complying with all terms and conditions of this Agreement, as modified from time to time, and with any other rules and regulations of which Trivekta Corporation gives you notice. You are also responsible for obtaining and using all computer hardware and software required for your access to and use of the website and for any charges incurred for your own access to the website through an Internet access provider or other third party website.
7.4. You are responsible for all uses of the website through your User ID(s) and Password(s), whether the use is made by you personally or by someone else. You are responsible for protecting and securing your User ID(s) and Password(s) from unauthorized use and disclosure. In the event that you become aware of or believe there has been any breach of the website, such as the theft or unauthorized use of your User ID(s) and Password(s), you will notify Trivekta Corporation immediately. See Section 14.
8. Termination of Subscription or Access
8.1. If for any reason within the first 15 days of making an online purchase of a subscription you are dissatisfied with the Website, you can request a full refund, whereupon your Subscription and this license will terminate.
8.2. This license will terminate immediately and automatically upon your failure to pay for your Subscription within 30 days or in the event that you breach any of the terms of this Agreement. Upon termination, Trivekta Corporation may in its sole discretion terminate your access to the website.
8.3. Your Subscription commences the day you submit the subscription form and runs for the specific term you purchased whether or not the website is used. Your obligations under this Agreement will exist until said term expires or the Subscription is terminated by you or Trivekta Corporation.
8.4. You may terminate this Agreement and your rights to use the website at any time and without cause by notifying Trivekta Corporation of your decision to terminate your Subscription. See Section 14.
8.5. Trivekta Corporation may, in its sole and absolute discretion, and with or without notice, suspend your access to all or any part of the website, or terminate this Agreement and thus your rights to use the website, for any conduct or use (whether by you or anyone else having access under your User ID(s) and Password(s)) that Trivekta Corporation believes is a violation of this Agreement or for any other conduct or use that Trivekta Corporation believes is harmful to other Subscribers, Trivekta Corporation's partners, or to the website or the interests of Trivekta Corporation.
9. Your Remedies
9.1. Trivekta Corporation's entire liability to you, and your sole and exclusive remedy, regarding the use of the website shall be the replacement of a User ID(s) or Password(s) if a currently valid User ID(s) or Password(s) fails to allow access to the website.
9.2. Your sole right with respect to any disagreement or dissatisfaction with (a) this Agreement, as modified from time to time; (b) Subscription Cost or other charges for the use of the website, (c) access to, use of, or performance of the website, or (d) any Materials from or content accessible through the website, is to terminate your Subscription as provided for in Section 8.
10. Disclaimer of Warranties
10.1. THE WEBSITE AND ALL INFORMATION, MATERIALS AND SOFTWARE ACCESSIBLE THROUGH THE WEBSITE ARE PROVIDED ON AN "AS-IS," "AS-AVAILABLE" BASIS. THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, REGARDING OR RELATING TO PRODUCTS OR WEBSITES FURNISHED TO SUBSCRIBERS UNDER THIS AGREEMENT OR IN CONNECTION WITH THE WEBSITE. TRIVEKTA CORPORATION EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE AND NON-INFRINGEMENT AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
10.2. You expressly agree that your use of the website is at your sole risk. Trivekta Corporation does not warrant that the website will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from your use of the website, or as to the accuracy, reliability, completeness, or content of any information, website, software or merchandise that may be provided through the website. No statement, information or advice, including, but not limited to, statements regarding capacity, suitability for use or performance, whether made by a Trivekta Corporation employee, reseller or other representative or otherwise, which is not contained in this agreement shall be deemed to be a warranty by Trivekta Corporation for any purpose or give rise to any liability of Trivekta Corporation whatsoever, and you agree that you will not rely on any such statement, information or advice.
10.3. Where Trivekta Corporation is a distributor, rather than a publisher, of Materials accessible through the website, Trivekta Corporation exercises no more editorial control over such Materials than does a typical public library, bookstore or newsstand. The views and opinions expressed in such information do not necessarily reflect those of Trivekta Corporation or its content providers or licensers. Neither Trivekta Corporation nor its content providers or licensers make any warranties or representations regarding the accuracy, adequacy, truthfulness, completeness, or usefulness of such information.
11. Limitation of Liability
11.1. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL TRIVEKTA CORPORATION BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES THAT ARISE FROM LOSS OF ANTICIPATED REVENUE, LOSS OF INFORMATION OR MATERIAL OF ANY KIND, LOST PROFITS, LOSS OF BUSINESS AND INJURY TO PROPERTY, EVEN IF TRIVEKTA CORPORATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) THAT ARISE IN CONNECTION WITH OR RESULT FROM YOUR USE OF OR INABILITY TO USE THE WEBSITE INCLUDING, BUT NOT LIMITED TO, YOUR RELIANCE ON ANY MATERIALS, CONTENT, INFORMATION, WEBSITES, SOFTWARE OR PRODUCTS OBTAINED ON THE WEBSITE, OR MISTAKES, OMISSIONS, INTERRUPTIONS, COMMUNICATIONS FAILURE, DELETION OF FILES OR E-MAIL, ERRORS, DEFECTS, VIRUSES, TROJAN HORSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, OR THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO YOUR RECORDS, PROGRAMS OR WEBSITES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, AND IN SUCH STATES TRIVEKTA CORPORATION'S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
11.2. If, notwithstanding the foregoing, Trivekta Corporation were to be held liable for damages, then regardless of the form of action (whether in contract, tort, breach of warranty or otherwise), in no event shall the maximum liability of Trivekta Corporation and the parties described in the next sentence (Trivekta Corporation’s "Related Parties") exceed, either jointly or severally, the aggregate dollar amount paid by you to Trivekta Corporation in the twelve (12) months prior to the claimed injury or damage. All of the provisions of this section are also for the benefit of Trivekta Corporation's directors, officers, shareholders, employees, affiliates, agents, third-party content providers, licensers and the like, and anyone else involved in creating, producing or distributing the website, and each shall have the right to assert and enforce the provisions directly on their own behalf.
12. Indemnification by You
12.1. You agree to defend, indemnify and hold harmless Trivekta Corporation and its Related Parties from any claims and expenses, including reasonable attorney's fees, related to any violation of this Agreement by your use of the website, or in connection with the placement or transmission by you of any material on the website except as expressly authorized in this Agreement.
13. Compliance with United States Export Requirements
This Agreement and your use of the website are subject to any laws, regulations, orders or other restrictions on export from the United States of America (which we will call the "U.S.") of certain materials and technical data which may be imposed from time to time by the U.S. Government. Therefore, you will not transfer, directly or indirectly, by electronic means or otherwise, any Materials or information contained therein, or any direct products thereof, to any country, or to any agent, representative, or foreign national of any country, for which the U.S. Government or any agency thereof requires an export license or other governmental approval at the time of export without first obtaining such license or approval. Pursuant to current restrictions of the U.S. Government, nationals of Cuba, Iran, Libya, North Korea and Syria may not use or access the website at this time.
14. Notices
Trivekta Corporation may give notice to you by electronic mail, by a posting on the website, or by conventional mail. Notice by Trivekta Corporation shall be effective on the date that Trivekta Corporation makes a good faith effort to reach you. You shall give notice to Trivekta Corporation as stated below. Notice by you shall be effective on the date that Trivekta Corporation actually receives the notice.
via e-mail:support@trivekta.com
via U.S. mail: Trivekta Corporation
Trivekta Chamber CMS
16289 HWY 101 S
Brookings, OR 97415
15. Demographic Information
15.1. By using the website, you are agreeing that Trivekta Corporation may collect, use, sell, license and otherwise distribute demographic data about Subscribers in aggregated form (so that no Subscriber is personally identifiable) to assist in market evaluation and for other purposes as reasonably determined by Trivekta Corporation.
16. Miscellaneous
16.1. This Agreement is personal to you, and you may not assign, transfer or delegate your rights or obligations to anyone. This Agreement, your and Trivekta Corporation's rights and obligations, and any disputes or disagreements regarding the website will be governed by the laws of the U.S. and the State of Oregon that govern contracts wholly entered into and wholly performed within Oregon. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. Any and all actions, disputes or controversies relating to the Agreement or the website will be decided by the courts of the State of Oregon and the U.S., and you consent to the jurisdiction and venue of those courts and irrevocably consent to the process document, delivered personally or mailed by certified or registered mail, return receipt requested, at the address set forth in your Subscriber information.
16.2. If you are an office, agency or branch of the United States Government, you are provided the website as a commercial item and with only those rights as are set forth in this Agreement, pursuant to 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227-7202-4, and corresponding sections of applicable and corresponding agency Federal Acquisition Regulations ("FARs").
16.3. In the event that any provision of this Agreement is held to be invalid or unenforceable, pursuant to judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable according to its terms.
16.4. You acknowledge that Trivekta Corporation will be irreparably harmed by any breach of this Agreement by you or by your unauthorized use of the Materials or the website and, further, that monetary damages may not be a sufficient remedy for such harm. You agree that Trivekta Corporation shall be entitled, without waiving any other rights or remedies and without further demonstration of irreparable harm or the inadequacy of monetary damages, to obtain injunctive or other equitable relief in the event of any breach of this Agreement by you or by your unauthorized use of the Materials or the website.
