ONLINE SERVICE USAGE AGREEMENT
ONLINE SERVICE USAGE AGREEMENT 1. GENERAL RULES AND DEFINITIONS 1.1 If you choose to use the QAS, Ltd. ("QAS") Web service (the "Service"), you will be agreeing to abide by all of the terms and conditions of this Agreement between you and QAS, Ltd., a New York Corporation. 1.2 QAS may change, add or remove portions of this Agreement at any time. The owners of the Service reserve the right to amend this Agreement at any time by posting the amended terms to the Web site without further notice to you. 1.3 Your use and continued use of the Service shall be deemed to constitute your knowledge and acceptance of the terms of use, as specified in this Agreement. If you do not agree to be bound by this Agreement, you should immediately cease all use of the Service. 1.4 QAS may change any aspect of the Service at any time, including the availability of any Service feature, database, or content. QAS may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability. 1.5 Prices are subject to change without notice. In the event of a price change, new prices will apply only at the time of purchase and will not be applied to existing credits of QAS customers. 1.6 There are no refunds for the Service. 1.7 Support is provided during weekdays, from 8:30 A.M. - 5:30 P.M. Eastern Time, excluding holidays. Email requests for support are typically answered within 24 hours. 1.8 If you will be using CorrectAddress(r) Geocoding web service, please read the following disclaimer: The TIGER/ZIP File is created by matching the information on the Census Bureau's TIGER File to the United States Postal Service's ZIP+4 Product. The resulting file contains over 33 million data records from more than 27,000 5-digit ZIP codes. The records relate ZIP Codes to state, county, Standard Metropolitan Statistical Areas (SMSA) codes, tract number, block number, and geographic coordinate information. Coverage of the file is limited to the address ranges in ZIP+4 Product that could be successfully matched to the address ranges in the Census Bureau's TIGER File. The file also includes data collected by the USPS using Global Positioning System (GPS) technology. While there has been a careful attempt to match the address data in these files to create this product, the United States Postal Service and/or QAS make no representations or warranties, expressed or implied, as to the accuracy, merchantability, fitness for any particular purpose, or otherwise with respect to the TIGER/ZIP product, nor shall the United States Postal Service and/or QAS be liable for any special, incidental, or consequential damages, even if it has been, or is hereafter, advised of the possibility of such damages that may result from the usage of the data contained in the TIGER/ZIP product. 2. USE OF THE SERVICE 2.1 Your right to use the Service is not transferable and is for your individual use only. Any password or right given to you under this Agreement is not transferable and is intended for single use. You may not access the Service simultaneously from more than one central processing unit or computer. Any use of, or access to, the Service by more than one person using the same account shall require (an) additional License(s). 2.2 All software, graphic, content, form, or document accessible on the Service (the "Content") is owned or controlled by QAS, or the party credited as the provider of the Content. The owners of the Service hereby grant you a non-exclusive, non-transferable, limited right and license to access the Service and view, print, or download the Content for your own personal use only and otherwise in accordance with these Terms of Use. You shall abide by all additional copyright notices, information, or restrictions contained in any Content accessed through the Service. 2.3 The Service and its Contents are protected by copyright pursuant to U.S. and international copyright laws. You may not modify, publish, transmit, participate in the transfer or sale of, reproduce (except as provided in Section 2.4 of this Agreement), create new works from, distribute, perform, display, or in any way exploit, any of the Content or the Service in whole or in part. 2.4 You may download or copy the Content and other downloadable items made available or displayed on the Service for personal use only, provided that you maintain all copyright and other notices contained therein. Copying or storing of any Content for other than personal use is expressly prohibited without prior written permission from QAS, or the copyright holder identified in the copyright notice contained in the Content. 2.5 You agree that you will not use any script, software or mechanical device to access, monitor or copy the Service or interfere with the normal functioning of the Service, unless specifically authorized by the owners of the Service. 3. REPRESENTATIONS AND WARRANTIES 3.1 THIS SITE AND SERVICE PROVIDED BY QAS, LTD IS ON AN "AS IS" BASIS. QAS, LTD MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE OR THE INFORMATION, CONTENT, MATERIALS, SERVICES, OR PRODUCTS INCLUDED ON THIS SITE. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, QAS, LTD DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 3.2 QAS, LTD WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF, THE SERVICE, WHETHER ARISING OUT OF BREACH OF WARRANTY, BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. 4. INDEMNITY 4.1 You hereby agree to indemnify, defend and hold harmless QAS, and all officers, directors, owners, agents, information providers, affiliates, licensors and licensees (collectively, the "Indemnified Parties") from and against any and all liability and costs, including, without limitation, reasonable attorneys' fees, incurred by the Indemnified Parties in connection with any claim arising out of any breach by you or any user of your account of this Agreement. You shall cooperate as fully as reasonably required in the defense of any such claim. 5. REGISTRATION AND SECURITY 5.1 As part of the registration process, you will select a password and a User ID. You also have to submit certain registration information, all of which must be accurate and updated. (a) You may not (i) select or use a User ID of another person with the intent to impersonate that person; (ii) use a User ID in which another person has rights; or (iii) use a User ID that QAS, in its sole discretion, deems to be in violation of this Agreement. Failure to comply with the foregoing shall constitute a breach of this Agreement, which may result in immediate termination of your account. (b) You shall be responsible for maintaining the confidentiality of your password, which you will not have to reveal to any representative or agent of QAS. 5.2 You shall notify QAS of any known or suspected unauthorized use(s) of your account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password or credit card information. 5.3 You are responsible for all usage or activity on your QAS account, including use of the account by any third party using your User ID and password. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your account, at QAS's sole discretion, and QAS may refer you to appropriate law enforcement agencies. 6. COMMUNICATIONS AND PRIVACY BETWEEN QAS AND SUBSCRIBERS 6.1 Information submitted to the QAS Service is used for the sole purpose of fulfilling the intended processing requirements of the specific application. Information submitted by users, other than the User's personal information, is not stored, cached, retained, or distributed by QAS for any purpose. 6.2 Personal information provided by users of the Service will not be distributed or disclosed to any third party and will be treated in the same manner as QAS's Confidential Information. 6.3 The Internet is a global computer network. By submitting information to QAS electronically over the Internet, you agree to our collecting and processing your data in this manner. The owners of the Service shall not be responsible or liable for any loss or damage sustained as a result of interception of your data during transmission and/or the unauthorized use of this data by third parties. 6.4 QAS may contact you via e-mail, U.S. mail, and/or telephone regarding your use of the Service, asking for feedback on the Web site, the Service, and existing or prospective products and services. This information will be used to improve our Web site and better understand our users, and any information we obtain in such surveys will not be shared with third parties, except in aggregate form. 7. SOFTWARE LICENSES 7.1 You shall have no rights to the proprietary software and related documentation, or any enhancements or modifications thereto (the "Service Software"), provided to you in the course of your use of the Service. You may not sublicense, assign or transfer any licenses granted by QAS, and any attempt at such sublicense, assignment or transfer shall be null and void. You may not otherwise copy, distribute, modify, reverse engineer, or create derivative works from Service Software. 8. TERMINATION 8.1 You may terminate your account at any time by sending e-mail to: support@intelligentsearch.com. Termination, for whatever reason, will not entitle you to a refund or credit of monies paid to QAS upon enrollment in or during normal use of the Service. No refunds or credits will be issued for any reason, unless agreed to in writing by QAS. 8.2 QAS may, in its sole discretion, terminate or suspend your access to all or part of the Service for any reason, including, without limitation, breach or assignment of this Agreement. 9. MISCELLANEOUS 9.1 This Agreement has been made in and shall be construed and enforced in accordance with New York law. Any action to enforce this agreement shall be brought in the federal or state courts located in New York. 9.2 Correspondence should be sent to support@intelligentsearch.com. 9.3 You agree to report any copyright or usage violations of this Agreement to QAS, Ltd. as soon as you become aware of them. 10. ENTIRE AGREEMENT 10.1 This Agreement constitutes the entire agreement between the parties with respect to the subject matter contained herein and supersedes all previous and contemporaneous agreements, proposals and communications, written or oral between the owners of the Service and you. The owners of the Service may amend or modify this Agreement or impose new conditions at any time without notice to you, effective immediately upon being published on the Service Web site. Any use of the Service by you after such notice shall be deemed to constitute acceptance by you of such amendments, modifications or new conditions.
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