ACCEPTANCE OF TERMS.

The services that Tarnell Company, LLC, its Affiliates, Partners and Suppliers ("Company") provides to you are subject to the following Terms & Conditions of Use ("T&COU"). You will have access to the Service only upon the terms and conditions stated in this Agreement, and you will be legally bound by it. Company reserves the right to update the T&COU at any time with notice to you. The most current version of the T&COU can be reviewed by clicking on the "Terms & Conditions of Use" hypertext link located at the bottom of our Web pages. You should visit this page periodically to review the terms and conditions, because they are binding.

DESCRIPTION OF SERVICES.

Through its network of Web properties, Company provides you with access to a variety of resources, including, but not limited to, trade payments interchange, credit reports, business information reports, trade group services download areas, communication forums and business information (collectively "Services"). The Services, including any updates, enhancements, new features, and/or the addition of any new Web properties, are subject to the T&COU.

This is an Agreement. Please read this Agreement carefully. If you do NOT accept the terms and conditions stated here, DO NOT USE THE SERVICE.

  1. Use of the Service.
    1. Company authorizes you to access information received through the Service for your internal purposes and for your own benefit only using your confidential Subscriber Password. You may not access the Service for the benefit of any third party or give your Subscriber Password to any third party, except those in direct employment of your company. You may not copy, duplicate, reproduce, distribute, or otherwise disseminate any information received through the Service, in whole or in part or in any form. Under no circumstances may copies produced from the Service be offered for sale or resale.
    2. The information available through the Service is the property of Company and is protected by copyright and other intellectual property laws. You must comply with all proprietary and restrictive notices that appear on the Service. Unauthorized use of the information may violate copyright, trademark, and other intellectual property laws. The use or distribution of the information on any other Web site or in a networked computer environment for any purpose is prohibited.
    3. Any violation of Paragraphs 1(a) or (b) above will cause immediate, irreparable harm, injury, and loss to Company. If you violate or threaten to violate this Agreement, Company (i) will automatically terminate your use of the Service, (ii) will be entitled to obtain a court order to stop you, and (iii) may also pursue all other lawful remedies, including the recovery of damages from you.
  2. If You Are a Trade Information Contributor
    1. You hereby grant to Company a worldwide, royalty-free, perpetual license to use and authorize use of trade credit information ("Trade Information") you provide into the Services, in the services Company provides to customers and others, including rights to reproduce, display, and distribute the Trade Information in connection with producing, distributing and marketing services, and rights to authorize the display and reproduction of the Trade Information from or through the services of Company.
    2. YOU ACKNOWLEDGE THAT COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE TRADE INFORMATION, INCLUDING BUT NOT LIMITED TO, THE ACCURACY, COMPLETENESS, TIMELINESS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE TRADE INFORMATION OR OF THE MEDIA ON WHICH THE TRADE INFORMATION IS PROVIDED AND YOU AGREE THAT COMPANY SHALL NOT BE LIABLE TO YOU FOR ANY LOSS OR INJURY ARISING OUT OF OR CAUSED, IN WHOLE OR IN PART, BY COMPANY'S NEGLIGENT ACTS, OMISSIONS IN PROCURING, COMPILING, COLLECTING, INTERPRETING, REPORTING, COMMUNICATING OR DELIVERING THE TRADE INFORMATION.
  3. Support and Training. Customer training and support is provided over the phone during regular business hours for all normal activities and application usage under Windows platform (Windows 2000 or higher) using Internet Explorer version 6.0 or higher. All after hours support requests should be submitted by email and will be addressed within 1 business day.
  4. Fees and Charges. Unless Company has otherwise agreed, you must timely pay all applicable fees or charges for the Service and Support Services.
  5. Company Liability.
    You recognize that:
    1. Due to the number of sources from which information on the Service is obtained, and the inherent imperfections of electronic distribution, there may be delays, interruptions, omissions or inaccuracies in such information and the Service, and there may be breaches in security.
    2. It is intended that the Service will make information available to its subscribers that only relates to commercial business transactions. However, Company will not validate, qualify or rate any information or credit received through the Service. The manner in which you use or evaluate the information you receive from the Service is your responsibility.
    3. COMPANY AND ITS AFFILIATES, AGENTS, LICENSORS AND DISTRIBUTORS (INCLUDING YOUR ACCESS PROVIDER, IF APPLICABLE) CANNOT AND DO NOT WARRANT THE ACCURACY, RELIABILITY, COMPLETENESS, CURRENTNESS, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE SERVICE, OR ANY INFORMATION OBTAINED THROUGH THE SERVICE, AND MAKE NO OTHER WARRANTY, EXPRESS OR IMPLIED.
    4. COMPANY AND YOUR ACCESS PROVIDER (IF APPLICABLE) ALSO EXPRESSLY DISCLAIM ANY LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, SERVICE, AND ANY ERRORS OR OMISSIONS IN THE SERVICE DATABASE. NEITHER COMPANY NOR ANY OF IT S AFFILIATES, AGENTS, LICENSORS, DATA SUPPLIERS OR DISTRIBUTORS (INCLUDING YOUR ACCESS PROVIDER, IF APPLICABLE) WILL BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OR DAMAGE CAUSED IN WHOLE IN PART BY ITS NEGLIGENCE OR CONDITIONS BEYOND ITS CONTROL IN CREATING OR SUPPLYING THE SERVICE, OR IN OBTAINING, COMPILING, TRANSCRIBING, REPORTING OR DELIVERING ANY INFORMATION IN THE SERVICE DATABASE, OR FOR ANY DELAYS OR INTERRUPTIONS IN THE SERVICE, OR FOR ANY SECURITY BREACHES OR COMPUTER VIRUSES.
    5. IN NO EVENT WILL COMPANY, ITS AFFILIATES, AGENTS, LICENSORS, DATA SUPPLIERS OR DISTRIBUTORS (INCLUDING YOUR ACCESS PROVIDER, IF APPLICABLE) BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON INFORMATION OBTAINED THROUGH THE SERVICE OR FOR ANY CONSEQUENTIAL, SPECIAL OR SIMILAR DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    6. YOU AGREE THAT THE LIABILITY, IF ANY, OF COMPANY, ITS AFFILIATES, AGENTS, LICENSORS, DATA SUPPLIERS AND DISTRIBUTORS ARISING OUT OF ANY KIND OF LEGAL CLAIM (WHETHER IN CONTRACT, TORT, OR OTHERWISE) IN ANY WAY CONNECTED WITH THE SERVICE OR THE INFORMATION CONTAINED IN THE SERVICE WILL NOT EXCEED THE AMOUNT YOU HAVE PAID FOR THE USE OF THE SERVICE OR $5,000, WHICHEVER IS LESSER.
    7. YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS COMPANY FROM ANY CLAIM OR CAUSE OF ACTION AGAINST COMPANY ARISING OUT OF OR RELATING TO YOUR USE OF THE TRADE INFORMATION.
  6. Reporting Errors and Omissions. If you become aware of any error or omission in the information contained in the Service database, or of any dispute concerning that information, you should immediately notify Tarnell Company in writing, in reasonable detail to describe the nature, extent and suggested means of correcting or resolving the error, omission or dispute.
  7. Default. If you default in payment when due of any sum owed under this Agreement, or if you, or another member of your firm, default under any of your other obligations under this Agreement, then until such time as all of your defaults are fully cured, the Company will have the right to immediately terminate your access to the Service, and any other services covered by this Agreement, and in doing so, will incur no liability to you. You agree that any such termination will not limit any other legal remedy that the Company may have, or relieve you of your obligation to make any past due payment. You will also be obligated to reimburse Company for all costs and expenses, including, without limitation, attorneys' fees and court costs, incurred by Company to collect any money owed by you under this Agreement, or to enforce any of your other obligations under this Agreement.
  8. Termination of Subscription. Your subscription will continue until terminated by Company or until you provide notice of your decision to terminate your subscription. Your termination notice should be in writing, and should be forwarded to the Company. Company may discontinue or change the Service, or its availability to you, at any time without prior notice.
  9. Links to other Sites. The Service may contain links to third-party web sites. Company provides these links solely as a convenience to you and not as an endorsement. Company is not responsible for the content of linked third-party web sites and does not make any representations regarding the content or accuracy of materials on such third-party web sites. If you decide to access linked third-party web sites, you do so at your own risk.
  10. Member Account, Password, and Security. If any of the Services requires you to open an account, you must complete the registration process by providing us with current, complete and accurate information as prompted by the applicable registration form. You also will choose a user name that is equivalent to your valid email address, and a password. You are entirely responsible for maintaining the confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to notify Company immediately of any unauthorized use of your account or any other breach of security. Company will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by Company or another party due to someone else using your account or password. You may not use anyone else's account at any time.
  11. Subscriber Information. Company may use the information it obtains relating to you, including your e-mail address, name, mailing address, and use of the Service, for its internal business and marketing purposes.
  12. Assignability. THIS AGREEMENT AND YOUR SUBSCRIBER PASSCODE ARE PERSONAL TO YOU, AND YOU MAY NOT ASSIGN YOUR RIGHTS OR OBLIGATIONS UNDER THEM TO ANYONE EXCEPT TO A PARENT, SUBSIDIARY OR OTHER AFFILIATED ENTITY. Subject to the preceding sentence, this Agreement shall bind and benefit your successors and assigns, and the successors and assigns of the Access Provider and the Subscriber.
  13. Changes to Agreement. Company has the right to change the terms of this Agreement whenever Company decides, with notice to subscriber. By using the Service after any change is posted, you agree to be bound by all of the changes.
  14. Controlling Provisions. If you have already signed, or later sign, a Separate Subscriber Agreement, and if there is a conflict between the provisions of this Agreement and the Subscriber Agreement, the provisions of the Subscriber Agreement shall control.
  15. Governing Law. The Service is based in Providence, RI. All questions with respect to the construction of this Agreement and the rights and liabilities of the parties shall be governed by the laws of the State of Rhode Island, without respect to its conflict of laws principles. All trial-level legal proceedings concerning this Agreement must be brought and decided in the federal and state courts located in the County of Providence, RI, and all appellate proceedings must be brought and decided in the Appellate Division of the Rhode Island Superior Court or the United States Third Circuit Court. In the event of legal action, both parties waive trial by jury.