On behalf, and as representative, of a Service Provider (“You” or “Company”), you accept all of the Terms and Conditions in, and linked to within, this Agreement. It is the Company’s responsibility to review this Agreement on a regular basis to keep itself informed of any modifications. BY ACCEPTING THE TERMS AND CONDITIONS OF THIS AGREEMENT, THE COMPANY ACKNOWLEDGES IT HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL OF THE TERMS, CONDITIONS, AND NOTICES CONTAINED IN THIS AGREEMENT JUST AS IF YOU HAD SIGNED THIS AGREEMENT.
a. Description of Services
By agreeing to the Terms and Conditions of this Agreement, the Company is hereby permitted to use the services offered to Service Providers which may include, without limitation, access to a Service Provider “Dashboard” where Companies will have the ability to update and maintain profile information on the Company that may be accessed by users of the Site, the ability to interact with other users of the Site, and such other services that ACL may offer to Service Providers from time to time (collectively, the “Services”).
By agreeing to the Terms and Conditions of this Agreement, ACL grants the Company a limited, non-transferable, non-sublicensable, revocable license to access and use the Site and the Services solely for the Company’s internal business purposes. You may not reproduce, copy, sell, resell, or otherwise exploit any portion of the Site or the Services for any commercial purposes without the express written consent of ACL. You may not reproduce, modify or prepare derivative works based on any material from the Site and Services (“Material”), including but not limited to compiled information, reviews, code and software. You may not: (i) access or search or attempt to access or search the Site or Services by any means (automated or otherwise) other than through our currently available, published interfaces; (ii) resell, redistribute, broadcast or transfer the information or use information derived from the Site or Services; (iii) access the Site or Services in order to build a similar or competitive website, product, or service.
2. Service Provider Rules and Guidelines
a. Service Provider Content
By using the Site and Services, the Company agrees that it is solely the Company’s responsibility to evaluate the Company’s risks associated with the use, accuracy, usefulness, completeness, appropriateness or legality of any information, responses, writings or other materials that the Company submits, transmits or otherwise conveys through the Site and Services (collectively, “SP Content”). To the extent a third party posts or submits any SP Content or manages the Company’s profile or information through the Site and Services, the Company hereby acknowledges and agrees that the Company shall remain fully responsible for any SP Content or information posted or submitted by such third party.
c. Ownership of Service Provider Content
The Company automatically grants, and the Company represents and warrants that the Company has the right to grant, to ACL an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, reproduce, adapt, modify, and distribute any SP Content and to prepare derivative works of, or incorporate into other works, the SP Content, and to grant and to authorize sublicenses of the foregoing. In addition, by providing ACL with SP Content, the Company automatically grants ACL all rights necessary to prohibit the subsequent aggregation, display, copying, duplication, reproduction or exploitation of SP Content on the Site or in any other medium by any other party. No compensation will be paid with respect to ACL use of SP Content. ACL is under no obligation to post or use any of SP Content or maintain SP Content. ACL may remove SP Content at any time in ACL sole discretion.
d. Representations and Warranties
The Company hereby represents and warrants to ACL that (a) all information provided to ACL by the Company is true, complete and accurate in all respects, and (b) the Company is authorized to submit information to ACL. ACL is authorized by the Company to rely upon the truthfulness, completeness and accuracy of SP Content in order to serve its users.
e. Restrictions on Service Provider Content
SP Content shall not contain any unauthorized content which includes but is not limited to: (i) any content that violates the Terms of Service, as determined by ACL in its sole discretion; and (ii) messages that are advertising or commercial in nature, or are inappropriate based on the applicable subject matter. The Company acknowledges and agrees that ACL in its sole discretion may remove without notice any SP Content or any portion thereof that ACL believes violates the foregoing.
Should ACL provide to you a password that allows you to access certain parts of the Service, you will be solely responsible for maintaining the confidentiality of the password and your account information and are fully responsible for all activities that occur under your password or account. You agree that you will immediately notify ACL of any unauthorized use of your password or account, or any other breach of security.
3. User Content
Site users may submit ratings, reviews and related information (collectively, “User Content”) on any Service Provider with which they have communicated or had another first-hand experience, whether or not work was started, performed, or completed. ACL does not endorse and is not responsible or liable for any User Content. The statements, information and ratings contained in any User Content are solely the opinion of the user submitting such User Content and do not reflect the opinion of ACL or any of its affiliates or subsidiaries or any of their respective owners, managers, officers, employees, agents or representatives. ACL does not have any duty or obligation to investigate the accuracy of User Content or the quality of the work performed by the Company or any other Service Provider which is the subject of any User Content. The Company acknowledges and agrees that the Company can neither require ACL to place the Company on its Site nor remove the Company or any User Content from the Site.
b. No Reviews by Affiliates
Individuals affiliated with the Company including, without limitation, current or former owners, current or former employees or officers, family members, or current or former partners, investors, managers or directors (collectively, the “Affiliated Persons”) may not submit User Content to ACL about the Company. The Company hereby acknowledges and agrees that to the extent an Affiliated Person has submitted or posted any User Content on the Company or any company or person competitive to the Company, or believes that User Content was posted by an Affiliated Person that ACL may immediately remove such User Content without notice or recourse against ACL.
c. No Liability for User Content
Under no circumstances will ACL be liable in any way for any User Content or SP Content including, but not limited to, any User Content or SP Content that contains, errors, omissions or defamatory statements, or for any loss or damage of any kind incurred as a result of the use of any User Content submitted, accessed, transmitted or otherwise conveyed via the Services or otherwise. The Company hereby waives any claims, rights or actions that it may have against ACL or any of its affiliates or subsidiaries with respect to any User Content and releases ACL and each of its affiliates and subsidiaries from any and all liability for or relating to User Content or SP Content.
4. Disclaimer of Warranties
ACL MAY PROVIDE ACCESS TO INFORMATION OR RESOURCES RELATED TO THE CAUSES, DIAGNOSIS, OR TREATMENT OF LEARNING DISABILITIES. SUCH MATERIAL IS PROVIDED FOR YOUR REFERENCE ONLY AND DOES NOT CONSTITUTE MEDICAL ADVICE OR AN ENDORSEMENT OF ANY CLINICAL OR THERAPEUTIC METHOD, TREATMENT, SERVICE OR ORGANIZATION. ACL IS NOT RESPONSIBLE FOR THE CONTENT PRODUCED BY OR THE SERVICES RENDERED BY ANY SERVICE PROVIDER OR THIRD PARTY THAT IS REFERENCED OR TO WHICH ACCESS MAY BE PROVIDED VIA THE SERVICE. ACL HAS PROVIDED LINKS AND POINTERS TO INTERNET SITES MAINTAINED BY THIRD PARTIES (“THIRD PARTY SITES”) AND MAY FROM TIME TO TIME PROVIDE THIRD PARTY MATERIALS ON THE SERVICE. ACL DOES NOT OPERATE OR CONTROL IN ANY RESPECT ANY INFORMATION, PRODUCTS OR SERVICES ON THESE THIRD PARTY SITES. THE SERVICE, THE MATERIALS AND PRODUCTS AVAILABLE IN OR ACCESSIBLE THROUGH THE SERVICE, AND THE THIRD PARTY SITES ARE PROVIDED “AS IS” AND, TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, ACL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND WARRANTIES IMPLIED FROM A COURSE OF PERFORMANCE OR COURSE OF DEALING. ACL DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN SUCH MATERIALS AND PRODUCTS, OR IN THE SERVICES, WILL BE UNINTERRUPTED OR ERROR-FREE, WILL BE AVAILABLE FOR USE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES, INCLUDING THE STORAGE SERVICES AND THEIR CONTENTS, OR THE SERVER THAT MAKES THEM AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ACL DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE MATERIALS IN THE SERVICES OR IN THIRD PARTY SITES OR THE SERVICES PROVIDED BY THIRD PARTIES IN TERMS OF THEIR CORRECTNESS, ACCURACY, TIMELINESS, RELIABILITY, COMPLETENESS OR OTHERWISE. You assume all risk of errors and/or omissions in the Service, including the transmission or translation of information. You assume full responsibility for implementing sufficient procedures and checks to satisfy your requirements for the accuracy and suitability of the Services, including the information, and for maintaining any means that you may require for the reconstruction of lost data or subsequent manipulations or analyses of the information provided hereunder. You acknowledge and agree that your use of the Services, and any information sent or received in connection therewith, may not be secure and may be intercepted by unauthorized parties. EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY PROVIDED BY LAW, YOU ASSUME RESPONSIBILITY FOR THE ENTIRE COST OF ALL NECESSARY MAINTENANCE, REPAIR OR CORRECTION TO YOUR COMPUTER SYSTEM OR OTHER PROPERTY.
5. Limitation of Liability
IN NO EVENT SHALL ACL BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICES OR WITH THE DELAY OR INABILITY TO USE THE SERVICES OR OTHERWISE ARISING OUT OF THE USE OF THE SERVICES, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF ACL HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THIS WAIVER APPLIES, WITHOUT LIMITATION, TO ANY DAMAGES OR INJURY ARISING FROM ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, FILE CORRUPTION, COMMUNICATION-LINE FAILURE, NETWORK OR SYSTEM OUTAGE, OR THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF ANY RECORD. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT ACL SHALL NOT BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER OF THE SITE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
You agree to defend, indemnify and hold harmless ACL and its directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from (a) any material posted or otherwise provided by you that infringes any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or defames any person or violates their rights of publicity or privacy, (b) any misrepresentation made by you in connection with your use of the Services; (c) any non-compliance by you with the terms and conditions of this Agreement; and (d) claims brought by persons or entities other than the parties to this Agreement arising from or related to your access and use of the Services, including the information obtained through the Site or Services.
ACL reserves the right, in its sole discretion, to amend this Agreement, and to modify, add or discontinue any aspect, content, or feature of the Services. Such amendments, modifications, additions or deletions shall become effective upon notice thereof, which may be provided to you by posting on the Site or through the Services, via e-mail or any other reasonable means. Continued use of the Services by you shall constitute your binding acceptance of any such amendments, modifications, additions or deletions.
This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to any principles of conflicts of law. This Agreement is personal between you and us, and no one shall be a third-party beneficiary to this Agreement. Although you acknowledge that we will have the ability to enforce our rights in any court of competent jurisdiction, you hereby consent to the exclusive jurisdiction and venue of courts in New York, New York, U.S.A., regarding any and all disputes relating to this Agreement or your use of the Site or Services. You acknowledge and agree that the warranty disclaimers and liability and remedy limitations in this Agreement are material terms of this Agreement and that they have been taken into account in the decision by ACL to provide the Services hereunder. You may not assign any of your rights and obligations hereunder, except that you may assign your rights and obligations under this Agreement to an affiliate or successor-in-interest as a result of a merger or consolidation, or in connection with the sale or transfer of all or substantially all of your business or assets to which this Agreement relates, whereupon this Agreement shall inure to the benefit of and bind your successors and assigns. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement, shall be enforced to the fullest extent allowed by law as to effect the intention of the parties, and shall not affect the validity and enforceability of any remaining provisions. This Agreement and any posted operating rules constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all prior or contemporaneous communications and proposals, whether oral or written, between the parties with respect to such subject matter. No waiver of any provision or any right granted hereunder will be effective unless set forth in a written instrument signed by the waiving party. No waiver by either party of any breach or default hereunder shall be deemed a waiver of any subsequent breach or default. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.