Bridgeforce LLC Website

Terms and Conditions of Use

(last updated August 31, 2015)

LEGAL TERMS OF USE AND CONDITIONS FOR WEBSITE: PLEASE READ THESE TERMS OF USE AND CONDITIONS CAREFULLY. BY USING THE WEBSITE OF Bridgeforce LLC AND ITS AFFILIATES AND OPERATING SUBSIDIARIES, (HEREINAFTER, BRIDGEFORCE INC., A DELAWARE CORPORATION, AND ITS AFFILIATES AND OPERATING SUBSIDIARIES COLLECTIVELY SHALL BE REFERRED TO AS THE “COMPANY,” “OUR,” “WE,” OR “US”), LOCATED AT WWW.BRIDGEFORCE.COM (THE “WEBSITE”), YOU INDICATE YOUR ACCEPTANCE WITHOUT MODIFICATION OF THESE TERMS AND CONDITIONS OF USE (THE “TERMS”). THE WEBSITE AND THESE TERMS ARE SUBJECT TO CHANGE AT ANY TIME WITHOUT NOTICE. YOUR USE OF THE WEBSITE AFTER THE POSTING OF ANY AMENDMENTS OR MODIFICATIONS TO THESE TERMS CONSTITUTES YOUR ACKNOWLEDGMENT OF SUCH AMENDMENTS AND MODIFICATIONS AND YOUR AGREEMENT TO ABIDE, AND BE BOUND, BY THESE TERMS SO AMENDED AND MODIFIED. IF YOU DO NOT ACCEPT THESE TERMS AS THEY EXIST ON THE DATE OF YOUR USE OF THE WEBSITE, THEN DO NOT USE THE WEBSITE.

  1. Introduction

The following terminology applies to the Terms: “you” and “your” refers to you, the user accessing the Website and accepting the Company’s Terms. You must be at least eighteen (18) years of age to use the Website; and by using the Website or agreeing to the Terms, you warrant and represent to us that you are at least eighteen (18) years of age.

  1. Privacy Policy

By using the Website, you agree to the processing of your personal data in accordance with our Privacy Policy, which can be accessed at [http://www.bridgeforce.com/Privacy-Policy.aspx]. The Website uses cookies; by using the Website, you consent to our use of cookies in accordance with the terms of our Privacy Policy.

  1. Copyright Notice

The Company owns or licenses, and reserves, all copyright and other intellectual property rights, and material on the Website.

  1. Proprietary Rights

The Company solely and exclusively owns or licenses all rights, title and interest in and to the Website, all of the content, code, data and materials on the Website, the look and feel, design and organization of the Website, and the compilation of the content, code, data and materials on the Website, including, without limitation, any copyrights, trademark rights, patent rights, database rights, moral rights, and other intellectual property and proprietary rights therein. Your use of the Website does not grant you ownership of any content, code, data or materials you may access on or through the Website.

  1. Trademark Rights

“Bridgeforce” is a registered trademark of the Company in the United States and other countries. Additionally, the Bridgeforce design and “Data Quality Scanner,” are trademarks of the Company. Nothing herein shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Company’s name, logos, trademarks or other intellectual property displayed on the Website except as expressly provided herein or by obtaining the written permission of the Company, as applicable. You acknowledge that the Company will aggressively enforce its intellectual property rights to the fullest extent of the law, including, without limitation, the seeking of criminal prosecution.

  1. Limited License to Use the Website

The materials that are contained on the Website (such materials include, but are not limited to, the design, layout, artwork and other elements of the Website and any text, audio, video, logo, information, data, software, documentation, services or any other materials contained on the Website) are owned or licensed by the Company and are protected by copyright and trademark law, international treaties, and other intellectual property rights. The Company grants to you a limited, non-exclusive and non-transferable right and license to view, download for caching, print, and copy materials, and stream audio and video files from the Website for your own personal informational use in evaluating the Company and the products or services that it offers, provided that (i) you do not modify the materials, (ii) any copies that you may make must be marked “Copyright BRIDGEFORCE INC. All rights reserved”; and (iii) you retain all copyright and propriety notices originally contained in the materials on any copies. You may not use, reproduce, copy, modify, display, perform, post, transmit, distribute, publish, license, create derivative works from, transfer or sell, rent or sub-license, or exploit any information, materials, content, software or applications contained on the Website for any commercial purpose. Nothing herein shall be construed as granting any license or right to use this Website or any materials contained on the Website except as expressly provided herein. The Company reserves the right to restrict access to areas of the Website or the entire Website, at our discretion; you must not circumvent or bypass, or attempt to circumvent or bypass, any access restriction measures on the Website.

  1. Acceptable Use

You shall not use the Website in any way or take any action that causes, or may cause, damage to the Website or impairment of the performance, availability or accessibility of the Website. You shall not use the Website in any way that is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity. You must not remove, obscure or modify any copyright, trademark, or other proprietary rights notice from the Website. You agree that you shall not use the Website to copy, store, host, transmit, send, use, publish or distribute any material which consists of, or is connected to, any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software. You must not restrict or inhibit the ability of any other person to access or use the Website. You shall not conduct any systematic or automated data collection activities, including without limitation, scraping, data mining, data extraction and data harvesting, on or in relation to the Website without our express written consent You must not access or otherwise interact with the Website using any robot, spider or other automated means You shall not use data collected from the Website to conduct any unsolicited commercial communication, including without limitation, email marketing, SMS marketing, telemarketing and direct mailing.

  1. Registration and Accounts

You may register for an account with the Website by completing and submitting the account registration form on the Website. You must not allow any other person to use your account to access the Website. You must notify the Company in writing immediately if you become aware of any unauthorized use of your account or of any disclosure of your password. You must not use any other person’s account to access the Website. You must keep your password confidential. You are responsible for any activity on the Website arising out of any failure to keep your password confidential, and may be held liable for any losses arising out of such a failure. The Company may disable your user ID (email) and password or suspend your account, at the Company’s discretion without notice or explanation.

  1. User Content: License

In the Terms, “your user content” means material, including, without limitation, text, images, audio material, video material, audio-visual material, software, and files, that you submit to the Company or the Website, for whatever purpose. You grant to the Company, a worldwide, irrevocable, non-exclusive, royalty-free license to use, reproduce, adapt, publish, translate, and distribute your user content in any existing or future media. You also grant the Company the right to sub-license these rights, and the right to bring an action for infringement of these rights. Your user content must not be illegal or unlawful, must not infringe any third-party’s legal rights, and must not be capable of giving rise to legal action whether against the Company or a third-party. You hereby waive all your moral rights in your content to the maximum extent permitted by applicable law; and you warrant and represent that all other moral rights in your content have been waived to the maximum extent permitted by applicable law. Without prejudice to our other rights under the Terms, if you breach any provision of the Terms in any way, or if we reasonably suspect that you have breached the Terms in any way, we may delete, unpublish or edit any or all of your content.

Your user content, and the use of such content by the Company, in accordance with the Terms, must not: be libelous, intentionally false, inaccurate or misleading; be obscene or indecent;

infringe any copyright, moral right, trademark right, design right, or other intellectual property right; infringe any right of confidence, right of secrecy, right of privacy or any right under data protection legislation; constitute negligent advice or contain any negligent statement; constitute an incitement to commit a crime, instructions for the commission of a crime or the promotion of criminal activity; be in contempt of any court or in breach of any court order; be in breach of racial or religious hatred or discrimination legislation; be blasphemous; be in breach of any contractual obligation owed to any person or entity; depict violence or pornography; or constitute spam.

You warrant and represent that your user content will comply with the Terms. Notwithstanding the Company’s rights under the Terms in relation to your user content, the Company does not undertake to monitor the submission of such content to, or the publication of, such content on the Website.

  1. Links

From time to time, the Website may include links to or materials submitted by third-party websites. These links and materials are provided solely for your convenience only and do not signify that the Company endorses such third-party websites. The Company does not review such third-party websites and you acknowledge and agree that: the Company is not responsible for such websites, including the terms on which such websites are made available and the privacy policies of such websites, and does not control their content or availability; the Company makes no representation, warranty or condition, either express or implied, in relation to any goods or services or information received from such websites; and if you access any such websites, you do so entirely at your own risk. In no event shall we be liable for any loss, claim, damages, or costs that may arise in connection with your use of these materials.

You may include links to the Website on another website, provided you acknowledge and agree the following: the Company does not promise that the Website will be continuously available, and therefore, such links may not always work; you will not insert such links on any website that contains any contact that is illegal, infringes any rights, including, without limitation, intellectual property rights, of any third-party, or contains any adult content; and the Company reserves the right to object to any such links and may require you to remove them.

  1. Disclaimer of Warranties

THE WEBSITE, INCLUDING ANY CONTENT AND INFORMATION CONTAINED WITHIN IT, AND ANY PRODUCT OR SERVICE MADE AVAILABLE THROUGH THE WEBSITE, IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY MAKES NO WARRANTY (I) AS TO THE SUITABILITY, ACCURACY, TIMELINESS, COMPLETENESS, AVAILABILITY OR RELIABILITY OF THE WEBSITE AND ANY CONTENT, INFORMATION, PRODUCT OR SERVICES MADE AVAILABLE THROUGH THE WEBSITE; (II) THAT YOUR ACCESS TO OR USE OF THE WEBSITE OR WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; AND (III) THAT ANY DEFECTS IN THE WEBSITE OR ANY SERVER THROUGH WHICH YOU ACCESS THE WEBSITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU AGREE THAT YOUR USE OF THIS WEBSITE AND ANY MATERIALS CONTAINED ON THIS WEBSITE IS AT YOUR OWN RISK.

Nothing on the Website constitutes, or is meant to constitute, advice of any kind. If you require advice in relation to any financial or legal matter, you should consult an appropriate professional. The Company reserves the right to discontinue or alter any or all of the Website, and to forego publishing the Website, at any time in the Company’s sole discretion, without notice or explanation; and except as otherwise provided for in the Terms, you will not be entitled to any compensation or other payment upon the discontinuance or alteration of the Website.

  1. Limitation of Liability

IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, MALFUNCTIONS, DELAYS, LOSS OF DATA, INTERRUPTION OF SERVICE OR LOSS OF BUSINESS, PROFIT OR ANTICIPATORY PROFITS, ARISING OUT OF THE USE, INABILITY TO USE, OR RESULTS OF USE OF THE WEBSITE OR ANY WEBSITES LINKED TO THIS WEBSITE, OR THE MATERIALS OR INFORMATION CONTAINED ON ALL SUCH WEBSITES, WHETHER BASED ON WARRANTY, CONTRACT, OR TORT, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OR ANY LIMITED REMEDY OF ANY KIND, YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE WEBSITE, WEBSITE RELATED SERVICES AND/OR CONTENT OR INFORMATION CONTAINED WITHIN THE WEBSITE IS TO STOP USING THE WEBSITE FOR SUCH SERVICES.

  1. Limitation of Amount of Damages

YOU AGREE THAT, NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OR ANY LIMITED REMEDY OF ANY KIND, IN NO EVENT SHALL OUR MAXIMUM AGGREGATE LIABILITY ARISING OUT OF THE USE, INABILITY TO USE, OR RESULTS OF USE OF THIS WEBSITE OR ANY WEBSITES LINKED TO THIS WEBSITE, OR THE MATERIALS OR INFORMATION CONTAINED ON ALL SUCH WEBSITES, EXCEED ONE HUNDRED ($100.00) DOLLARS.

  1. Exclusions

Certain state laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. Solely to the extent that such law applies to you, some or all of the above disclaimers or limitations may not apply to you, and you may have additional rights.

  1. Reasonableness

By accessing and using the Website, you agree that the disclaimers, limitations of liability and amount of damages, and exclusions set out in the Terms are reasonable. If you do not agree that they are reasonable, you must not use the Website.

  1. Breaches of the Terms

Without prejudice to the Company’s rights under the Terms, if you breach the Terms in any way, or if the Company reasonably suspects that you have breached the Terms in any way, the Company may: send you one or more formal warnings; temporarily suspend, block computers using your IP address, or permanently prohibit you from accessing the Website; contact any or all of your internet service providers and request that they block your access to the Website; bring legal action against you, whether for breach of contract or otherwise; or suspend or delete your account on the Website.

  1. Indemnity

You hereby indemnify the Company and undertake to keep the Company indemnified against any losses, damages, costs, liabilities and expenses, including, without limitation, legal expenses and any amounts paid by the Company to a third-party in settlement of a claim or dispute on the advice of the Company’s legal advisers, incurred or suffered by the Company arising out of any breach by you of any provision of the Terms, or arising out of any claim that you have breached any provision of the Terms.

  1. Miscellaneous
  1. Severability

If any of the Terms is, or is determined to be, unlawful or unenforceable under applicable law, the other Terms will continue in effect. If any unlawful or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

  1. Assignment

You hereby agree that we may assign, transfer or sub-contract our rights or obligations under the Terms. You may not, without the Company’s prior written consent, assign, transfer or sub-contract any of your rights or obligations under the Terms.

  1. Third-Party Rights

A contract under the Terms is not intended to benefit or be enforceable by any third-party. The exercise of the parties’ rights under a contract under the Terms is not subject to the consent of any third-party.

  1. Entire Agreement

Subject to Section 14, the Terms, together with our Privacy Policy, shall constitute the entire agreement between you and the Company in relation to your use of the Website, and supersede all previous agreements concerning your use of the Website.

  1. Waiver

Our failure to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision.

  1. Governing Law

You acknowledge and agree that the Company operates the Website within the United States of America and that the Website is intended for viewing within the United States only and will only be construed and evaluated according to United States law. The Company makes no representations that the materials on the Website are appropriate or available for use outside the United States. If you choose to access the Website from outside the United States, you do so at your own risk and are responsible for compliance with all local laws. In fact, use of the Website is unauthorized in any jurisdiction that does not give full effect to any or all of the provisions of these Terms, including, without limitation, the warranty disclaimer in Section 11, the limitation of liability provisions in Section 12 and Section 13, the liability exclusion provision in Section 14, the indemnification provision in Section 17 and this paragraph. Further, you may not use the Website in violation of United States export laws and regulations.

The Terms shall be governed by, construed, and enforced in accordance with the laws of the Commonwealth of Pennsylvania, without regard to principles of conflicts of law. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts located in the Commonwealth of Pennsylvania for the purposes of any proceedings arising out of the Terms. Notwithstanding the foregoing, the Company may seek enforcement of the Terms in any appropriate court and in any jurisdiction where you are subject to personal jurisdiction and where venue is proper.

  1. Copyright Infringement Notice Policy

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the internet infringes their rights under the U.S. copyright law. If you believe that your intellectual property has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide the Company’s General Counsel the following information:

  1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
  2. A description of the copyrighted work or other intellectual property that you claim has been infringed;

c. A description of where the material that you claim is infringing is located on the Website;

d. Your address, telephone number, and email address;

  1. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
  2. A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

Send this information to:

Attn: J. Kurtis Kline, General Counsel

Bridgeforce LLC

101 Ponds Edge Drive, Suite 300

Chadds Ford, PA 19317

We suggest that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA.