By accessing, viewing, downloading or otherwise using PowerProfiles.com or any webpage or feature available through PowerProfiles.com, any information provided as part of the PowerProfiles.com services, or any related emails, newsletters or services (hereinafter collectively “PowerProfiles.com” or the “Services”), or by clicking “Join PowerProfiles.com” during the registration process, you conclude a legally binding agreement with PowerProfiles.com, LLC,(“we”) based on the terms of this PowerProfiles.com User Agreement (“Agreement”). If you are using PowerProfiles.com on behalf of a company or other legal entity, such entity may have a separate agreement with us, but you are nevertheless individually bound by this Agreement. If you do not want to conclude the Agreement, do NOT click “Join PowerProfiles.com” and do not access, view, download or otherwise use any PowerProfiles.com webpage, software, information or services.
IF YOU WISH TO USE THE POWERPROFILES.COM SERVICE AS AN EMPLOYEE, CONTRACTOR, OR AGENT OF A CORPORATION, PARTNERSHIP OR SIMILAR ENTITY, THEN YOU MUST BE AUTHORIZED TO SIGN FOR AND BIND THE ENTITY IN ORDER TO ACCEPT THE TERMS OF THIS AGREEMENT. THE LICENSES GRANTED UNDER THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON ACCEPTANCE BY SUCH AUTHORIZED PERSONNEL.
NOTICE: The Client Software, Badges, Links or Web Software and the Service are licensed to you on a subscription basis only. Your right to use the Client Software, Badges, Links or Web Software and the Service will automatically terminate at the end of your subscription period unless your subscription is renewed (either automatically, or by you).
Acts contrary to the Agreement: If you believe that you are entitled or obligated to act contrary to this Agreement under any mandatory laws, you agree to provide us with detailed, 30 days prior written notice before you act contrary to this Agreement, to allow us to assess whether we may, at our sole discretion, provide an alternative remedy for the situation.
This Agreement is between PowerProfiles.com, LLC, a Delaware corporation having its principal place of business at 330 Old Country Rd, Suite 206, New York, NY 11501 (“PowerProfiles.com”) and you (where “you” means the customer (individual or entity) that has procured the Client Software, Badges, Links or Web Software or the Service for either trial or subscription use as an end user). This Agreement covers the Client Software, Badges, Links or Web Software, the Service and any other online services or PowerProfiles.com computer software programs (including any supporting technical documentation) made available to you by PowerProfiles.com and delivered to you with this Agreement.
Representations & Warranties. You represent and warrant that you have neither falsely identified yourself nor provided any false information to gain access to the Service, that you have the right to possess and use all data that you contribute to or store on the PowerProfiles.com system, and that you will not use the Service or any information accessed through the Service for unfair or deceptive purposes.
Ownership of Your Submitted Information. PowerProfiles.com does not own any of Your Submitted Information. You, not PowerProfiles.com, have sole responsibility for the accuracy, quality, integrity, legality, reliability, right to use, appropriateness, and intellectual property ownership of, as well as any data protection obligations regarding, all Your Submitted Information. In addition, you are responsible for all activity occurring under your user accounts and you must abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify PowerProfiles.com immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to PowerProfiles.com immediately and use reasonable efforts to stop immediately any unauthorized copying or distribution of Content that is known or suspected by you or your users; and (iii) not impersonate another PowerProfiles.com user, non-user, provide false identity information, or use more than one user login to gain access to or use the Service.
Disclaimer: No Responsibility for Your Submitted Information. PowerProfiles.com shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any of Your Submitted Information. PowerProfiles.com reserves the right to withhold, remove, or discard Your Submitted Information without notice for any breach of this Agreement, including, without limitation, your non-payment. If PowerProfiles.com terminates this Agreement for cause, your right to access or use Your Submitted Information via the Service immediately ceases, and PowerProfiles.com shall have no obligation to maintain or forward any of Your Submitted Information.
License to Use Software. Subject to the terms of this Agreement, and unless PowerProfiles.com agrees in writing that you may use other software to access the Service, PowerProfiles.com hereby grants you a non-transferable, non-sublicensable, non-exclusive license to use the Software internally, but only (i) to use and access the Service, (ii) during such period as you have a valid subscription, and (iii) in accordance with (a) the Documentation and (b) any user, computer, or other restrictions specified on the Order Form or the description of your subscription plan. This Agreement does not entitle you to any support, upgrades, patches, enhancements, or fixes for the Software, but if PowerProfiles.com does make any available to you, your license to them will be on the same terms as your license to the Software as described in this Agreement.
License to Use the Service. PowerProfiles.com hereby grants you, during the term of your subscription, a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. You may use the Service via (a) PowerProfiles.com’s web interface using a commercially available web browser and (b) the Software or other software designated by PowerProfiles.com. Except as otherwise agreed in writing with PowerProfiles.com, you may not use any other software to access the Service.
License to Content. You may use the Content (including PowerProfiles.com Data) only during the term of your subscription and only in accordance with the terms of this Agreement. You shall abide by all copyright notices, information, and restrictions contained in any Content accessed through the Service. You may download or copy the Content for personal use only, provided that you maintain all copyright and other notices contained in such Content. Copying or storing any Content for any purpose other than personal use is expressly prohibited without prior written permission either from PowerProfiles.com or from the copyright holder identified in that Content’s copyright notice. You acknowledge that PowerProfiles.com has expended significant effort and expense compiling the PowerProfiles.com Data, and that your rights to use the PowerProfiles.com Data are only as permitted by your subscription (under the then-current terms of the subscription type ordered by you, or as described in your Order Form), and that your rights to the PowerProfiles.com Data terminate when your subscription terminates. You may not use the Service for the purpose of compiling a database of information for distribution or resale.
Ownership of Intellectual Property. As between you and PowerProfiles.com, PowerProfiles.com (and its licensors) shall own all rights, title and interest (including, without limitation, all patent, copyright, trademark, trade secret, sui generis database and other intellectual property rights) (a) in and to the PowerProfiles.com Technology, the Content and the Service, and all copies, modifications and derivative works thereof and (b) any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale, but a limited license to use the Software, the Service, and the Content in accordance with the terms of this Agreement. This Agreement does not convey to you any rights of ownership in or related to the Service, the Content, the Software, the PowerProfiles.com Technology or any intellectual property rights owned by PowerProfiles.com. The PowerProfiles.com name, the PowerProfiles.com logo and the product names associated with the Software and the Service are service marks or trademarks of PowerProfiles.com or third parties, and no right or license is granted to use them.
FEES AND CHARGES
You shall pay all subscription fees due for your use of the Service and Software hereunder. You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. Except as otherwise expressly stated in this Agreement, all fees are non-refundable once paid. Payments may be made annually, monthly or for another time period, consistent with the terms of your subscription, or as otherwise mutually agreed upon in an Order Form. You are responsible for paying for all subscriptions ordered, whether or not the user accounts associated with those subscriptions are actively used. In accordance with the terms of your subscription, PowerProfiles.com may require you to provide PowerProfiles.com with valid credit card information (or, if applicable, PowerProfiles.com-approved purchase order information) as a condition to signing up for the Service. PowerProfiles.com reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail or notice on the Service itself.
Refundable and Non-Refundable Fees. Setup fees and fees for data, reports, products or downloadable software are not refundable. Annual or Multi-year subscriptions are refundable at a pro-rated basis using the monthly cost that would have been charged had the longer-term contract not been in place.
Recurring Billing. PowerProfiles.com charges and collects in advance for use of the Service. PowerProfiles.com will automatically renew your subscription and bill your credit card or issue an invoice to you, in accordance with your subscription term. The renewal charge will be equal to the subscription fee in effect at the time of renewal. Fees for other services will be charged on an as-quoted basis. PowerProfiles.com’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities; you are responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on PowerProfiles.com’s income. If you wish to cancel your service you must notify our billing department in writing at least 30 days prior to the billing date. Cancellation notices can be sent to: PowerProfiles.com, Attn: Billing Department, 330 Old Country Rd, Suite 206, Mineola, NY 11501 or emailed to: support@PowerProfiles.com.
You agree to provide PowerProfiles.com with complete and accurate billing and contact information. This information includes your correct name, company name, street address, e-mail address, billing address, and name and telephone number of an authorized billing contact and license administrator. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, PowerProfiles.com reserves the right to terminate your access to the Service in addition to any other legal remedies.
Unless PowerProfiles.com in its discretion determines otherwise, you will be billed in U.S. dollars and subject to U.S. payment terms and pricing structures.
Non-Payment and Suspension
In addition to any other rights granted to PowerProfiles.com herein, PowerProfiles.com reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent. Delinquent invoices are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for user subscriptions during any period of suspension. If you or PowerProfiles.com initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with Section 7 (Payment) above. You agree that PowerProfiles.com may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.
PowerProfiles.com reserves the right to impose a reinstatement fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that PowerProfiles.com has no obligation to retain Your Submitted Information and that Your Submitted Information may be irretrievably deleted if your account is delinquent.
Term. This Agreement commences on the Effective Date. The initial term is as specified when your subscription was activated, or as specified on the applicable Order Form. Upon the expiration of the initial term, this Agreement will automatically renew for successive renewal terms equal in duration to the initial term (or one year, if the initial term is greater than one year) at PowerProfiles.com’s applicable then-current fees. Either you or PowerProfiles.com may elect not to renew this Agreement or to reduce the number of subscriptions, by notifying the other party in writing. You agree and acknowledge that PowerProfiles.com has no obligation to retain Your Submitted Information, and that PowerProfiles.com may delete Your Submitted Information after termination.
Termination. Any breach of your payment obligations or subscription requirements or any unauthorized use of the Software, the PowerProfiles.com Technology or the Service will be deemed a material breach of this Agreement. PowerProfiles.com, in its sole discretion, may terminate your password, account or use of the Service without refund if you breach or otherwise fail to comply with this Agreement. In addition, PowerProfiles.com may terminate a free account at any time in its sole discretion. You agree and acknowledge that PowerProfiles.com has no obligation to retain Your Submitted Information, and may delete Your Submitted Information, if you have materially breached this Agreement, including but not limited to breach by failing to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.
No Warranty. PowerProfiles.com does not guarantee that use of the Software or the Service will be uninterrupted or error-free. PowerProfiles.com does not guarantee that the information accessed through the Service will be accurate or complete. PowerProfiles.com does not review data provided by users. You acknowledge that performance of the Service may be affected by any number of factors, including without limitation, technical failure of the Software or the PowerProfiles.com Technology, the acts or omissions of third parties, and other causes reasonably beyond the control of PowerProfiles.com.
Disclaimer of Warranties. NEITHER POWERPROFILES.COM, NOR ANY OF ITS RESELLERS OR OTHER RELATIONSHIP PARTNERS, MAKE ANY REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE, THE SOFTWARE, OR ANY CONTENT (THE SERVICE, THE SOFTWARE, AND THE CONTENT, TOGETHER THE “POWERPROFILES.COM SYSTEM.”) NEITHER POWERPROFILES.COM, NOR ANY RESELLERS OR OTHER RELATIONSHIP PARTNERS REPRESENT OR WARRANT THAT (A) THE USE OF THE POWERPROFILES.COM SYSTEM WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE OR THAT THE POWERPROFILES.COM SYSTEM WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE POWERPROFILES.COM SYSTEM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE POWERPROFILES.COM SYSTEM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE POWERPROFILES.COM SYSTEM OR THE SERVERS THAT MAKE THE POWERPROFILES.COM SYSTEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE POWERPROFILES.COM SYSTEM IS PROVIDED TO YOU STRICTLY “AS IS”. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY POWERPROFILES.COM AND ITS RESELLERS AND OTHER RELATIONSHIP PARTNERS. THIS WARRANTY DISCLAIMER AFFECTS YOUR LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
Internet Delays. POWERPROFILES.COM’S SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. POWERPROFILES.COM IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY YOU (IN THE CASE OF POWERPROFILES.COM’S LIABILITY TO YOU) OR DUE FROM YOU (IN THE CASE OF YOUR LIABILITY TO POWERPROFILES.COM) IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE POWERPROFILES.COM SYSTEM, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE POWERPROFILES.COM SYSTEM, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE POWERPROFILES.COM SYSTEM, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS SECTION 13.1 SHALL NOT APPLY TO LIMIT YOUR LIABILITY WITH REGARD TO ANY CLAIMS ARISING UNDER SECTIONS 3 (YOU ARE RESPONSIBLE FOR YOUR SUBMITTED INFORMATION), 5 (LICENSE RESTRICTIONS), 14 (INDEMNIFICATION BY YOU), OR 16 (CONFIDENTIAL INFORMATION), OR IN RESPECT OF ANY INTELLECTUAL PROPERTY RIGHTS OF POWERPROFILES.COM OR ITS SUPPLIERS.
Indemnification by You. You shall indemnify and hold PowerProfiles.com, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of Your Submitted Information infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your users of this Agreement, provided in any such case that PowerProfiles.com (a) gives written notice of the claim promptly to you; (b) provides to you all available information and assistance; and (c) has not finally compromised or settled such claim.
Third-Party Interactions. During use of the Service, you may enter into correspondence with, share personal information, or otherwise interact with either other users of the Service or non-users. Regardless of the fact that PowerProfiles.com may have facilitated that interaction, any such activity, and any terms, conditions, warranties or representations associated with the activity, is solely between you and the applicable third party. PowerProfiles.com and its licensors shall have no liability, obligation or responsibility for any interaction, correspondence or resulting business activity between you and any such third party. PowerProfiles.com does not warrant or otherwise represent that any data a third party may provide on the Service is accurate. PowerProfiles.com provides this information only as a matter of convenience, and in no event shall PowerProfiles.com or its licensors be responsible for any content, products, or other materials on or available through the Service.
PowerProfiles.com and its licensors make no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside the United States of America, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries and data protection laws. Any diversion of the Content contrary to United States law or this Agreement is prohibited.
It is PowerProfiles.com’s policy to respond expeditiously to claims of intellectual property infringement. PowerProfiles.com will promptly process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws. Please read this section carefully if you are submitting notice of alleged infringement by a user. Upon receipt of notices complying or substantially complying with the DMCA, PowerProfiles.com will act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity and will act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing. PowerProfiles.com will terminate access for subscribers and account holders who are repeat infringers.
You may submit a notice in writing directed to PowerProfiles.com for notification:
P.O. Box 1508
Mineola, NY 11501
Re: PowerProfiles.com Copyright Infringement Notice
All written notices must include, at a minimum, the following:
(a) Identification of the copyrighted work claimed to have been infringed;
(b) Identification of the material that is claimed to be infringing or to be the subject of infringing activity;
(c) Information reasonably sufficient to permit PowerProfiles.com to contact you, such as an address, telephone number, and, if available, an electronic mail address;
(d) A statement that the complaining party has a good faith belief that use of the material in the matter complained of is not authorized by the copyright owner, its agent, or the law;
(e) A statement that the information in the notice is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(f) An electronic or physical signature of the copyright owner or a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Upon receipt of notification of claimed copyright infringement, PowerProfiles.com will follow the procedures outlined in Title II of the Digital Millennium Copyright Act (17 U.S.C. §512). Failure to include all of the above-listed information may result in a delay in processing the complaint.
Governing Law; Jurisdiction and Venue. This Agreement shall be governed by the laws of the State of New York and the United States without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods. Unless waived by PowerProfiles.com in its sole discretion, the sole and exclusive jurisdiction and venue for actions arising under or related to this Agreement shall be the New York state and United States federal courts located in New York County, New York and you and PowerProfiles.com hereby submit to the personal jurisdiction of such courts.
Attorneys’ Fees and Costs. The prevailing party in any action to enforce this Agreement will be entitled to recover its attorneys’ fees and costs in connection with such action.
Notices and Reports. PowerProfiles.com may give notice to you by means of a general notice on the Service, electronic mail to your e-mail address of record in PowerProfiles.com’s account information, or by written communication sent by first class mail or pre-paid post to your address on record in PowerProfiles.com’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email) or posted as a general notice on the Service. You may give notice to PowerProfiles.com (such notice shall be deemed given when received by PowerProfiles.com) at any time by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to PowerProfiles.com at 1670 South Amphlett Blvd., Suite 350, San Mateo, CA 94402, Attn: Legal Department.
Amendments; Waivers. No supplement, modification, or amendment of this Agreement shall be binding, unless executed in writing by a duly authorized representative of each party to this Agreement. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived.
Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. No provision of any purchase order or in any other business form employed by you will supersede the terms and conditions of this Agreement, and any such document issued by you relating to this Agreement shall be for administrative purposes only and shall have no legal effect. Notwithstanding the foregoing, if you have entered into a separate written license agreement signed by PowerProfiles.com for use of the Software or the Service, the terms and conditions of such other agreement shall prevail over any conflicting terms or conditions in this Agreement.
Force Majeure. Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events, which occur after the signing of this Agreement and which are beyond the reasonable control of the parties, such as strikes, blockade, war, terrorism, riots, natural disasters, refusal of license by the government or other governmental agencies, in so far as such an event prevents or delays the affected party from fulfilling its obligations and such party is not able to prevent or remove the force majeure at reasonable cost.