1. Acceptance. By using the NFDA Business Exchange site (the "Site"), you agree to the terms and conditions set forth in this agreement ("Agreement"). This Agreement constitutes the entire and only agreement between us and you, and supersedes all prior agreements, representations, warranties and understandings with respect to the Site, the content, products or services provided by or through the Site and the subject matter of this Agreement. This Agreement may be amended at any time by us from time to time without specific notice to you. The latest Agreement will be posted on the Site, and you should review this Agreement prior to using the Site.
2. Service Marks. http://www.nfdabizexchange.org," "NFDA.org,"and others are our common law service marks or registered service marks. Other product and company names mentioned on the Site may be trademarked or copyrighted by their respective owners.
3. Copyright. This Site and the information, materials, and documents (collectively defined as "Content") are protected pursuant to U.S. and international copyright laws. The Content on this Site is the copyrighted property of NFDA, third party licensors, or the party credited. NFDA claims no copyright in any governmental or other public domain content that may be on this Site. All trademarks owned by NFDA are protected by state, federal and common law trademark law. All other trademarks appearing on this Site are the property of their prospective owners.
4. Limited License. Except where otherwise noted, you are granted a non-exclusive, non-transferable, revocable license to use the Content, provided that (a) none of the copyright, trademark, or other proprietary notices are removed; (b) the Content is not edited or modified in any way without prior written consent; (c) use of the Content is for informational and noncommercial or personal use only and may not be used in a misleading or deceptive manner; and (d) you so not use any part of the Content, without express written permission in a manner that suggests an association with NFDA, its services, programs or other activities. Further, you agree to abide by all additional copyright notices, information, or restrictions contained in this Site.
6. Forms, Agreements & Documents. NFDA may make available through the Site sample and actual forms, checklists, business documents and legal documents (collectively, "Documents"). All Documents are provided on a non-exclusive license basis only for business purposes, without any right to re-license, sublicense, distribute, assign or transfer such license. Documents are provided at no charge and without any representations or warranties, express or implied, as to their suitability, legal effect, completeness, accuracy, and/or appropriateness. THE DOCUMENTS ARE PROVIDED "AS IS," "AS AVAILABLE," AND WITH "ALL FAULTS. WE AND ANY PROVIDER OF THE DOCUMENTS DISCLAIM ANY WARRANTIES, INCLUDING, BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. The Documents may be inappropriate for your particular circumstance. Furthermore, state laws may require different or additional provisions to ensure the desired result. You should consult with legal counsel and/or tax advisor to determine the appropriate legal or business documents necessary for your particular transactions, as the Documents are only sample may not be applicable to a particular situation.
7. No Legal Advice. Information contained on or made available through the Site is not intended to and does not constitute legal advice, accounting or tax counsel, business advice or recommendation under any circumstance and no attorney-client relationship is formed. NFDA does not warrant or guarantee the accurateness, completeness, adequacy or currency of the information contained in or linked to the Site. Your use of information on this Site or materials linked to the Site is entirely at your own risk.
8. Linking to the Site. You may provide links to the Site, provided (a) that you do not remove or obscure, by framing or otherwise, advertisements, the copyright notice, or other notices on the Site, (b) your site does not engage in illegal or pornographic activities, and (c) you discontinue providing links to the Site immediately upon request by us.
9. Advertisers. The Site contains advertising and sponsorships. Advertisers and sponsors are responsible for ensuring that material submitted for inclusion on the Site is accurate and complies with applicable laws. We are not responsible for the illegality or any error, inaccuracy or problem in the advertiser's or sponsor's materials. The appearance of an advertisement on the Site should not be deemed or considered any type of endorsement of the advertised product or service by NFDA.
10. Registration. Certain sections of, or offerings from, the Site may require you to register. If registration is requested, you agree to provide us with accurate, complete registration information. Your registration must be done using your real name and accurate information. Each registration is for your, or your employer's, use only and not on behalf of any other person or entity. We do not permit (a) any other person using the registered sections under your name; or (b) access through a single name being made available to multiple users of a network. You are responsible for preventing such unauthorized use.
11. Errors, Corrections and Changes. We do not represent or warrant that the Site will be error-free, free of viruses or other harmful components, or that defects will be corrected. We do not represent or warrant that the information available on or through the Site will be correct, accurate, timely or otherwise reliable. We may make changes to the features, functionality or content of the Site at any time. We reserve the right in our discretion to edit or delete any documents, information or other content appearing on the Site.
12. Third Party Content and Links to Other Sites. At certain places on the Site, users may be able to link to other Internet addresses. These other sites are not under the control of NFDA and you acknowledge that NFDA is not responsible for the accuracy, copyright, compliance, legality, decency or any other aspect of such sites. The inclusion of such a link does not imply an endorsement of the site by NFDA or any association with its operators. Use of any information on this Site or obtained from linked addresses is voluntary and reliance upon it should only be undertaken after an independent review. A link or a reference here into any specific commercial product, process or service by trademark name, trademark, service mark, manufacturer or otherwise does not constitute or imply endorsement, recommendation, or favoring by NFDA.
13. Unlawful Activity. We reserve the right to investigate complaints or reported violations of this Agreement and to take any action we deem appropriate, including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to your profile, email addresses, usage history, posted materials, IP addresses and traffic information.
14. Indemnification. You agree to indemnify, defend and hold us and our partners, agents, officers, directors, employees, subcontractors, successors, associates, third party suppliers of information and documents, attorneys, advertisers, product and service providers, and affiliates (collectively, "Affiliated Parties") harmless from any liability, loss, claim and expense, including reasonable attorney's fees, related to your violation of this Agreement or use of the Site.
15. Nontransferable. Your right to use the Site is not transferable or assignable. Any password or right given to you to obtain information or documents is not transferable or assignable.
16. Disclaimer. THE INFORMATION, CONTENT AND DOCUMENTS FROM OR THROUGH THE SITE ARE PROVIDED "AS-IS," "AS AVAILABLE," WITH "ALL FAULTS,", AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). THE INFORMATION AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. WE AND OUR AFFILIATED PARTIES HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF ANY INFORMATION OR SERVICE. IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, WE AND OUR AFFILIATED PARTIES ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION AND LIMITATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU. THIS SITE AND THE PRODUCTS, SERVICES, DOCUMENTS AND INFORMATION PRESENTED WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE SITE OR OTHERWISE SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT. ALL RESPONSIBILITY OR LIABILITY FOR ANY DAMAGE CAUSED BY VIRUSES CONTAINED WITHIN THE ELECTRONIC FILE CONTAINING A FORM OR DOCUMENT IS DISCLAIMED.
17. Limitation of Liability. We and any Affiliated Party shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from any errors in or omissions from the Site or any services or products obtainable therefrom, (2) the unavailability or interruption of the or any features thereof, (3) your use of the Site, (4) the Content contained on the Site, or (5) any delay or failure in performance beyond the control of a Covered Party.
19. Third-Party Services. We may allow access to or advertise certain third-party product or service providers ("Merchants") from which you may purchase certain goods or services. You understand that we do not operate or control the products or services offered by Merchants. Merchants are responsible for all aspects of order processing, fulfillment, billing and customer service. We are not a party to the transactions entered between you and Merchants. You agree that use of or purchase from such Merchants is AT YOUR SOLE RISK AND IS WITHOUT WARRANTIES OF ANY KIND BY US, EXPRESSED, IMPLIED OR OTHERWISE INCLUDING WARRANTIES OF TITLE, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR NON-INFRINGEMENT. UNDER NO CIRCUMSTANCES ARE WE LIABLE FOR ANY DAMAGES ARISING FROM THE TRANSACTIONS BETWEEN YOU AND MERCHANTS OR FOR ANY INFORMATION APPEARING ON MERCHANT SITES OR ANY OTHER SITE LINKED TO OUR SITE.
20. Third-Party Merchant Policies. All rules, policies (including privacy policies) and operating procedures of Merchants will apply to you while on any Merchant sites, We are not responsible for information provided by you to Merchants. We and the Merchants are independent contractors and neither party has the authority to make any representations or commitments on behalf of the other.
22. Payments. You represent and warrant that if you are purchasing something from us or from Merchants that (a) any credit information you supply is true and complete, (b) charges incurred by you will be honored by your credit card company, and (c) you will pay the charges incurred by you at the posted prices, including any applicable taxes.
23. Information and Press Releases. The Site contains information and press releases about us. We disclaim any duty or obligation to update this information or any press releases. Information about companies, associations, or organizations other than ours contained in the press release or otherwise, should not be relied upon as being provided or endorsed by us.
24. Miscellaneous. This Agreement shall be treated as though it were executed and performed in Brookfield, Wisconsin, and shall be governed by and construed accordance with the laws of the State of Wisconsin (without regard to conflict of law principles). Any cause of action by you with respect to the Site (and/or any information, Documents, products or services related thereto) must be instituted within one (1) year after the cause action arose or be forever waived and barred. All actions shall be subject to the limitations set forth in Section 16 and Section 17. This language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any party. This Agreement and all incorporated agreements and your information may be automatically assigned by us in our sole discretion to a third party in the event of an acquisition, sale or merger. Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. To the extent that anything in or associated with the Site is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. Our failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision. Our rights under this Agreement shall survive any termination of this Agreement.
25. Arbitration. Any legal controversy or legal claim arising out of or relating to this Agreement or our services, excluding legal action taken by us to, or recover damages for, or obtain any injunction relating to, Site operations, intellectual property, and our services, shall be settled subsequently by binding arbitration in accordance with the commercial arbitration rules of JAMS. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Milwaukee, Wisconsin, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either party may seek any interim or preliminary relief from a court of competent jurisdiction in Milwaukee, Wisconsin necessary to protect the rights o property of you and us pending the completion of arbitration, Each party shall bear one-half of the arbitration fees and costs incurred through JAMS.