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Website Terms and Conditions

Overview

This page sets forth the Terms and Conditions ("Agreement") under which you may use this Web Site. Please read this page carefully. If you do not accept the Terms and Conditions stated here, do not use the Web Site. By using this Web Site, you are acknowledging that you have read and consenting to abide by these Terms and Conditions. ValuSource Software and its subsidiary KeyValueData (collectively, "The Company") may revise these Terms and Conditions at any time by updating this posting. You should visit this page periodically to review the Terms and Conditions, because they are binding on you and because we reserve the right to change, modify, and/ or update these Terms and Conditions at any time.

SECTION 1. Use of Material

The Company authorizes you to view and download a single copy of the material on this Web Site solely for your personal, noncommercial use, except as a specific client engagement narrowly and explicitly permits commercial use. Special rules may apply to the use of certain software and other items provided on the Web Site. Any such special rules are listed as Legal Notices on this Web Site and are incorporated into this Agreement by reference.

The contents of this Web Site, such as text, graphics, images, downloadable files and reports and other material appearing on or obtainable through the Web Site ("Material"), are protected by copyright under both United States and foreign laws. Unauthorized use of the Material may violate copyright, trademark, and other laws. You must retain all copyright and other proprietary notices contained in the original Material on any copy that you make of the Material. You may not sell or modify the Material or reproduce, display, publicly perform, distribute, or otherwise use the Material in any way for any public or commercial purpose other than for a specific client engagement. The use of the Material on any other Web site or in a networked computer environment for any purpose is prohibited.

If you violate any of these Terms and Conditions, your permission to use the Material automatically terminates and you must immediately destroy any copies you have made of the Material.

Provider Disclaimer: The information contained in some of our databases is provided by third parties and is based on data obtained by those services from sources presumed to be reliable, but is not guaranteed as to accuracy and does not purport to be complete. The Company, its owners, its managers, and its affiliates, accept no liability for the use of such information or for any errors contained therein, and all reliance upon such information is at your risk.

SECTION 2. Company's Liability

The Material presented on this Web Site may contain inaccuracies or typographical errors. The Company makes no representations about the accuracy, reliability, completeness, or timeliness of the Material or about the results to be obtained from using the Web Site and the Material. The use the Web Site and the Material is at your own risk. Changes are periodically made to the Web Site and may be made at any time, with or without notice.

THE COMPANY DOES NOT WARRANT THAT THE WEB SITE WILL OPERATE ERROR FREE OR THAT THIS WEB SITE AND ITS SERVER ARE FREE OF COMPUTER VIRUSES AND OTHER HARMFUL GOODS. IF YOUR USE OF THE WEB SITE OR THE MATERIAL RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, THE COMPANY IS NOT RESPONSIBLE FOR THOSE COSTS.

THE WEB SITE AND MATERIAL ARE PROVIDED ON AN AS IS BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. THE COMPANY AND ITS SUPPLIERS, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIM ALL WARRANTIES EXPRESS AND IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY, NON INFRINGEMENT OF THIRD PARTIES RIGHTS, AND THE WARRANTY OF FITNESS FOR PARTICULAR PURPOSE. THE COMPANY AND ITS SUPPLIERS MAKE NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE MATERIAL, DATA, SERVICES, SOFTWARE, TEXT, GRAPHICS, AND LINKS.

SECTION 3. Disclaimer of Consequential Damages

IN NO EVENT SHALL THE COMPANY, ITS SUPPLIERS, OR ANY THIRD PARTIES MENTIONED ON THIS WEB SITE BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE WEB SITE AND THE MATERIAL, WHETHER BASED ON WARRANTY ,CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SECTION 4. User Submissions

Generally, any communication that you post to the Web Site is considered to be non-confidential. If particular Web pages permit the submission of communications that will be treated by Company as confidential, that fact will be stated in the associated Legal Notices on those pages. By posting communications to the Web Site, you automatically grant Company a global, royalty-free, perpetual, irrevocable nonexclusive license to use, reproduce, modify, publish, edit, translate, distribute, perform, and display the communication alone or as part of other works in any form, media, or technology whether now known or hereafter developed, and to sublicense such rights through multiple tiers of sub-licensees. We are in no way obligated to notify you of any such usage, and you should expect that you will not be so notified.

As a User, you are responsible for your own communications and are responsible for the consequences of their posting. You must not do the following things: post material that is copyrighted, unless you are the copyright owner or have the permission of the copyright owner to post it; post material that reveals trade secrets, unless you own them or have the permission of the owner to post them; post material that infringes on any other intellectual property rights of others or on the privacy or publicity rights of others; post material that is obscene, defamatory, threatening, harassing, abusive, hateful, or embarrassing to another User or any other person or entity; post a sexually explicit image, message, Web link, or other sexually explicit content; post advertisements or solicitations for a business, commercial enterprise, or non-profit entity; post chain letters or pyramid schemes; or impersonate another person.

The Company does not represent nor guarantee the truthfulness, accuracy, or reliability of any of communications posted by other Users nor does the presence of these communications on The Company's Web Site in any way constitute or imply The Company's endorsement of any opinions expressed by Users.

The Company does not screen communications in advance and is not responsible for screening or monitoring material posted by Users. If notified by a User of communications that allegedly do not conform to this Agreement, The Company may, but is not required to, investigate the allegation and to determine in good faith and its sole discretion whether to remove or request the removal of the communication. The Company has no liability or responsibility to Users for performance or nonperformance of such activities. You acknowledge that any reliance on material posted by other Users will be at your own risk. The Company reserves the right to expel Users without refund and prevent their further access to the Web Site for violating either this Agreement or applicable laws and the right to remove communications that, in its sole discretion, are abusive, illegal, or disruptive.

SECTION 5. Links to Other Sites

The Web Site contains links to third party web sites. These links are provided solely as a convenience to you and not as an endorsement by The Company of the contents on such third-party web sites. The Company is not responsible for the content of linked third party sites and does not make any warranties or representations regarding the quality, content, accuracy, appropriateness, or inoffensiveness of goods, services or materials on such third-party web sites. Please be aware that web site links change from time to time, and that the site that The Company's Web Site is intended to link to may not ultimately be the one that is called by the associated link. The Company makes no warranty whatsoever of the accuracy, reliability, or currency of any such web links contained on its site.

SECTION 6. Software Licenses

All software that is made available for downloading from the Web Site ("Software") is protected by copyright and may be protected by other rights. The use of such software is governed by the terms of the software license agreement or designated Legal Notices accompanying such software ("License Agreement"). The downloading and use of such software is conditioned on your agreement to be bound by the terms of the License Agreement.

SECTION 7. Limitation of Liability

UNLESS OTHERWISE EXPRESSLY PROVIDED IN A SOFTWARE LICENSE OR LEGAL NOTICE, THE AGGREGATE MAXIMUM LIABILITY FOR COMPANY TO YOU FOR ALL CLAIMS ARISING DIRECTLY OR INDIRECTLY FROM THE USE OF THE WEB SITE OR MATERIALS (INCLUDING SOFTWARE) IS LIMITED TO $25• NOTHING IN THIS SECTION SHALL LIMIT YOUR POTENTIAL LIABILITY TO THE COMPANY.

SECTION 8. Indemnity

You agree to defend with counsel acceptable to the Company, indemnify, and hold harmless The Company, its officers, directors, employees, agents, and affiliates, from and against any third party claims, actions, or demands against Company, arising directly or indirectly in relation to your use of the Web Site, Material and or Software, or your breach of this Agreement and such indemnity shall include without limitation the Company’s costs and fees relating to such claims, including without limit reasonable legal and accounting fees.

SECTION 9. Export Control

The United States controls the export of products and information. You agree to comply with such restrictions and not to export or re-export the Materials (including Software) to countries or persons prohibited under the export control laws. By downloading the Materials (including Software), you are agreeing that you are not in a country where such export is prohibited or are a person or entity to which such export is prohibited. You are responsible for compliance with the laws of your local jurisdiction regarding the import, export, or re-export of the Materials.

SECTION 10. User Information

The Company may use the information that it obtains relating to you, including your IP address, your name, mailing address, email address, and use of the Web Site, for its internal business and marketing and related purposes and may disclose this information to third parties for such purposes.

SECTION 11. Charges and Billing

By using the Materials, Products and/ or Services of The Company, you agree to accept and pay any and all fees that you may incur as a result of using such Materials, Products, or Services, including but not limited to: subscription fees, product and service purchase fees, data-access fees, transaction fees, and fees for supplemental services or features. Unless otherwise limited by applicable laws and regulations, fees and charges for such products and services are non-refundable unless the pricing terms for said products or services explicitly state so otherwise. You will be notified of any applicable fees before you begin incurring liability for such fees. By providing your billing information, whether via telephone, physical mail, facsimile, or electronic means, you expressly agree that you are liable for said fees.

The Company reserves the right to change its fees or billing methods at any time, and will provide you with thirty (30) days' notice of any such changes via written or electronic communication. In addition, The Company reserves the right to change its product or service mix or to add or modify usage conditions or limitations at any time. If you do not wish to continue your subscription under these modified fees, billing methods, product or service mixes, and/ or usage conditions, subject to the terms of your subscription agreement, you may cancel your subscription at any time on or after the date that such changes go into effect by writing to The Company and so requesting, with reference to the specific changes that prompted your request for cancellation. Within five business days of the receipt of said correspondence, if you are being charged monthly, you will cease being billed. If you are operating under a prepaid annual contract, your subscription will be canceled at the end of your subscription period and will not be renewed. No refunds of prepaid subscription or other fees will be offered, and The Company is under no obligation to provide them. The above cancellation provisions are the sole and exclusive remedy provided to you in the case of changes to The Company's fees, billing methods, product or service mixes, and/ or usage conditions.

You must provide a valid method of payment prior to and during any times in which you receive billable Products or Services provided by The Company. You expressly authorize The Company or third parties acting on its behalf to charge all Company subscription fees and other fees, including payment transaction fees for certain payment methods, to the payment method that you have designated. In addition, some fees that you may incur for using Products and Services of The Company may accumulate on your Company account before they are charged to your designated payment method. You acknowledge and agree that The Company will not obtain any additional authorization for any recurring payments or automatic billing options. If you have any billing-related questions or want to terminate a recurring payment from being charged to your designated payment method, you must call The Company's offices during regular business hours at (800) 825-8763.

You are responsible for all fees and charges incurred, including applicable taxes and purchases made by you or anyone whom you allow to use your account. This means that, unless your account or payment method information was obtained unlawfully or fraudulently by someone other than those authorized to use your account, you will be responsible for all usage and purchases made under your account. The Company will assess a late fee of 1.5 % per month (or the highest amount permissible by law, whichever is lower) if a payment is more than thirty (30) days past due. You will be liable for any fees that The Company incurs in its efforts to collect any unpaid balances. You must bring any billing problems or discrepancies in your billing statement to The Company's attention within thirty (30) days from the billing date. If you do not so bring any such issues to The Company's notice within such time, you agree that you waive your right to dispute such problems or discrepancies. The Company reserves the right to suspend or terminate, without notice, your use of billable Products or Services of The Company if you fail to provide a valid designated payment method upon request or if The Company is unable for any reason to bill charges to your designated payment method. You may obtain additional pricing information for Products and Services of The Company, as well as answers to common billing questions, by visiting The Company's Web Site or by calling (719) 548-4900.

SECTION 12. General

The Company's Web Site is not hosted on its own computer servers. The Company makes no claims that the Materials (including Software) that are hosted on these servers are appropriate or may be downloaded outside of the United States. The Company is under no obligation to translate the Materials (including Software and all Legal Notices) on the Web Site into languages other than English, and assumes no liability whatsoever for not doing so. Access to the Materials (including Software) on the Web Site may not be legal by certain persons or in certain countries. If you use The Company's Web Site from outside of the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction.

This Agreement is governed by the internal substantive laws of the State of Colorado, United States of America, without respect to its conflict of laws principles. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term. Except as expressly provided in a particular Legal Notice or Software License or material on particular Web pages, this Agreement constitutes the entire Agreement between you and the Company with respect to the use of Web Site. Any changes to this Agreement must be made in writing, signed by an authorized representative of The Company. The Company may change, modify, and/ or update this Agreement at any time, with or without notice.