The Website is owned and operated by InfoTrust and contains material that is derived in whole or in part from InfoTrust and other sources and is protected by international copyright, trademark, and other intellectual property laws. You may not modify, copy, reproduce, republish, upload, post, transmit or distribute in any way any material from this site, including code and software, except as permitted by this Agreement or otherwise consented to by InfoTrust in writing. You may use the Services for your personal use or your employer-company’s internal use only, No other right or license is granted to any materials on this site. You may not use the Services, give access to the Services, or reproduce, duplicate, copy, sell, resell, or exploit any portion of the Services for the benefit of any other person or entity without the express written consent of InfoTrust.
If you are using the Services for the benefit of your employer-company, you represent that you are authorized to bind your employer-company to this Agreement.
The Website and the Services may only be used by you for lawful purposes. Use, transmission, distribution, or storage of data or other material in violation of any applicable local, state, federal, foreign, or international laws, rules, and regulations, including, but not limited to, all laws, rules, and regulations regarding using, transmitting, storing, and securing personal data, is prohibited. You understand that the technical processing and transmission of the Services may involve (a) transmissions over various networks, and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
2. Subscription Terms
If you subscribe to any of InfoTrust’s fee-based packages of the Services, you will pay the applicable subscription fee in advance using the third-party payment service available through the Website. You may access and use the subscribed Services for your personal use or your employer-company’s internal use only. You may not disclose your user name or your password, as applicable, for the subscribed Services to any third party. If you determine that another party has gained access to your user name and password, or that another has wrongfully accessed the subscribed Services using your user name and password, you will promptly notify InfoTrust and InfoTrust will issue a new user name and password to you and will delete the old user name and password. If InfoTrust determines that, as a result of your improper disclosure of your user name and password, another user has accessed the subscribed Services, InfoTrust may immediately cancel your subscription and will have no obligation to refund any subscription fees that you have paid.
3. User Conduct
You agree to not use the Services to: (a) upload, post, email, or otherwise transmit any data or other content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable; (b) harm minors in any way; (c) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with any person or entity; (d) post any incomplete, false, or inaccurate biographical information; (e) forge headers or otherwise manipulate identifiers in order to disguise the origin of any data or other content transmitted through the Services; (f) upload, post, email, or otherwise transmit any data or other content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (g) upload, post, email, or otherwise transmit any data or other content that infringes any patent, trademark, trade secret, copyright, or other proprietary right of any party; (h) upload, post, email, or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other similar solicitations; (i) upload, post, email, or otherwise transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (j) disrupt the normal flow of dialogue, cause a screen to scroll faster than other users of the Services are able to type, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges; (k) interfere with or disrupt the Services or servers or networks connected to the Website, or disobey any requirements, procedures, policies, or regulations of networks connected to the Website; (l) intentionally or unintentionally violate any applicable local, state, federal, foreign, or international laws, rules, and regulations; (m) stalk or otherwise harass another; or (n) collect, store, or use personal data about other users of the Services, except as may be necessary to complete a transaction offered or accepted by such users.
When retrieving information from the Website, you are prohibited from (a) using or attempting to use spiders, crawlers, robots, avatars, intelligent agents, or any other extraction or navigation search except for a normal browser, except as intended by the proper use of the Services; (b) aggregating, copying, or duplicating any of the materials or information except for the small amount of materials and information temporarily required for an ordinary single use of the Website and except as intended by the proper use of the Services; and (c) accessing data not intended for you.
Recognizing the global nature of the Internet, you acknowledge that what may legally be done on or through the Internet in the jurisdiction of your residence may not be permissible in every jurisdiction in the world. Therefore, you specifically agree to comply with all local laws, rules, and regulations of the jurisdiction of the recipient regarding online conduct and acceptable data or other content. In addition, you agree to comply with all applicable laws, rules, and regulations regarding the transmission of technical data exported from the United States of America and the country in which you reside. The foregoing obligation survives termination of this Agreement.
4. Violations of Terms
You agree to indemnify and hold InfoTrust, and its subsidiaries, affiliates, owners, directors, officers, managers, agents, and employees, harmless from all damages and expenses, including court costs and reasonable attorney fees, arising out of any claim based on data and other content you submit, post, transmit, or use through the Services, your use of the Services, your connection to the Website, your violation of this Agreement, and your violation of any rights of another or of any law, rule, or regulation, including, without limitation, all laws, rules, and regulations regarding the use, transmission, storage, and security of personal data.
6. Modification and Termination
You acknowledge that InfoTrust may establish general practices and limits concerning use of the Services. You agree that InfoTrust has no responsibility or liability for the deletion or failure to store any messages and other communications or data and other content maintained or transmitted by the Services. You further acknowledge that InfoTrust reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice, including, without limitation, modifying, adding, or deleting fees associated with the Services. If any change in fees is applicable to any Services, InfoTrust will notify you in advance.
InfoTrust reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services, in whole or in part, with or without notice. You agree that InfoTrust will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services. In addition, you agree that InfoTrust, in its sole discretion, may terminate your use of the Services, in whole or in part, and remove and discard any data or other content, for any reason without notice. Further, you agree that InfoTrust is not liable to you or any third party for any termination of your access to the Services or deletion of data or other content. Notwithstanding the foregoing, you are entitled to a refund of any subscription fees prepaid for periods occurring after the discontinuance or termination of the Services, unless the discontinuance or termination is a result of your breach of this Agreement.
7. InfoTrust’s Proprietary RightsYou acknowledge and agree that the Services and any necessary software used in connection with the Services ("Software") contain proprietary and confidential information that is protected by applicable intellectual property laws and other laws. You further acknowledge and agree that content, as well as any other information presented to you through the Services, is protected by copyrights, trademarks, service marks, patents, or other proprietary rights and laws. Except as authorized in this Agreement or otherwise expressly authorized in writing by InfoTrust, you will not distribute or otherwise transfer, modify, or create derivative works based on the Services, the Software, or the content, in whole or in part. InfoTrust grants you a personal, non-transferable, and non-exclusive license to use the object code of its Software on a single device at any given time; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, or distribute, grant a security interest in, or otherwise transfer any right in the Software. You will not modify the Software in any manner or form, or to use modified versions of the Software, including, without limitation, for the purpose of obtaining unauthorized access to the Services. You will not access the Services by any means other than through the interface that is provided by InfoTrust for use in accessing the Services.
8. Disclaimer of Warranties and Limitations of Liability
InfoTrust will use its best efforts to provide the Services for which you have subscribed; however, InfoTrust does not warrant that the Services will be available 100% of the time. The availability of the Services is contingent upon many variables, many of which are outside the control of InfoTrust.
InfoTrust is not responsible for the use or interpretation of the reports, and/or the raw data upon which the reports are based, that are generated by the Services.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (a) YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. INFOTRUST EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF ACCURACY OF DATA, TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY IMPLIED WARRANTY ARISING FROM A COURSE OF DEALING OR PERFORMANCE OR FROM USAGE OF TRADE; (b) INFOTRUST MAKES NO WARRANTY (i) THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, (ii) THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, OR (iii) THAT ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED; (c) ANY DATA, CONTENT, OR OTHER MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA, CONTENT, OR OTHER MATERIAL OR OTHER LOSS THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH DATA, CONTENT, OR OTHER MATERIAL; (d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM INFOTRUST OR THROUGH OR FROM THE SERVICES CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT INFOTRUST WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES) RESULTING FROM: (a) THE USE OR THE INABILITY TO USE THE SERVICES; (b) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (c) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; (d) FROM ANY INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SERVICES, OR (e) ANY OTHER MATTER RELATING TO THE SERVICES OR THE WEBSITE, EVEN IF INFOTRUST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS OF THIS SECTION MAY NOT APPLY TO YOU.
9. Dispute Resolution
Any claim or controversy arising out of or relating to this Agreement, including any anticipatory breach or disagreement as to interpretation of this Agreement, that is not resolved by the parties themselves or through mediation, will be settled by binding arbitration in the Cincinnati, Ohio metropolitan area, administered in accordance with the American Arbitration Association’s Commercial Arbitration Rules, including Optional Rules for Emergency Measures of Protection. The arbitrator(s) will decide all discovery issues. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Neither party nor the arbitrator(s) may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties, except to the extent necessary in connection with a court action to enforce an arbitration award. All fees and expenses of the arbitration will be borne by the parties equally. However, each party will bear the expense of its own counsel, experts, witnesses, and preparation and presentation of proofs, except that the prevailing party will be entitled to an award of reasonable attorney’s fees.
You may not assign or otherwise transfer this Agreement or any rights or obligations under this Agreement to any third party without the prior written consent of InfoTrust. The failure of either party to act upon any right, remedy, or breach of this Agreement will not constitute a waiver of that or any other right, remedy, or breach. No waiver will be effective unless made in writing and signed by the waiving party. Neither party will be liable for any delay in or failure of performance resulting from any cause or condition beyond its reasonable control, whether foreseeable or not, including vandalism that disrupts or corrupts the Website or the Services. The provisions of this Agreement are severable. If any provision is held to be invalid, unenforceable, or void, the remaining provisions will not as a result be invalidated. This Agreement and any claim arising out of this Agreement will be governed by and construed in accordance with the laws of the State of Ohio, United States of America, excluding its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. This Agreement constitutes the entire agreement and understanding between the parties relating to the object and scope of this Agreement. Any representation, statement, or warranty not expressly contained in this Agreement, will not be enforceable by the parties.