IMPORTANT – PLEASE READ CAREFULLY:
You acknowledge and agree that BBS is the exclusive owner or licensor of the Products and Services and that BBS retains all right, title and interest in and to all intellectual property and proprietary rights, including without limitation, all patent rights, trademarks, trade names, inventions, copyrights, know-how and trade secrets relating to the Products and Services, and any component thereof. You further acknowledge and agree that the Database and all ratings, reports, and information obtained by or through these Products and Services, or by and through Blue Book Membership, are provided for your internal use only, and you may not loan or show or in any way share or distribute such ratings, reports, information, or data to third-parties. Your use of the Product and Services is authorized only for the purposes set forth herein. You shall not remove, alter, cover, obscure, or otherwise interfere with any copyright notices, trademarks or other proprietary rights notices which BBS places on or embeds in the Products and Services. Except for the limited license granted in this Agreement, all right, title and interest in and to the Products and Services shall remain with BBS.
2. Grant of License
BBS grants you a nonexclusive license to use the Products and Services subject to all the terms and conditions set forth in this Agreement. The rights granted to you constitute a license and not a transfer of title.
a) You may use the Products and Services solely for your own internal informational purposes. You may not process or retrieve data using the Products or Services for third parties or otherwise use the Products and Services as a service bureau. You agree to give immediate notice to BBS of, and to use best efforts to prevent, any unauthorized use, copying, or disclosure of such ratings, reports and information.
c) Access to certain Products and Services is provided via passwords and/or access codes which are not to be shared with any other person or business. Unauthorized persons attempting to access password protected areas or data may be prosecuted.
d) You are responsible for placing the computer or other equipment or hardware that will be used to receive the Products & Services or any files or storage media containing the Products & Services in a secure location.
e) You may not use, copy, modify, alter, repost, distribute, assign, sell, transfer or create derivative works from the Products and Services, or any copy, modification or merged portion thereof, in whole or in part, except as expressly permitted herein. You may not decompile or reverse engineer the Products or Services.
f) You may not mirror the home page or any other pages of the Web Site on another web site or web page. You may connect links to BBS’s home page, but you may not connect any “deep links” to any other pages or sections of the BBS Web site.
g) You may not use any of the marks appearing throughout the Products and Services without express written consent from BBS, or the trademark owner, except as permitted by law.
h) You may not use the Products and Services to develop e-mail or fax distribution lists. Your use of the Products and Services will comply with all applicable laws and regulations, including, without limitation, the federal CAN SPAM Act of 2003, as may be amended from time to time.
i) You agree that the Products and Services will not be shipped, transferred, or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations.
3. Membership Term
The grant of license to Blue Book Members is effective until terminated and will automatically terminate upon cancellation of your Blue Book Membership. It will automatically terminate upon conditions set forth elsewhere in this Agreement or if you fail to comply with any term or condition of this Agreement, or any term or condition of the Blue Book Membership Agreement entered into between you and BBS. If this grant of license is terminated, you agree to return the Software and/or Database together with all copies and merged portions in any form.
4. Information Submitted to BBS
You shall indemnify and hold BBS, its licensors, and each such party’s parents, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents, harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses (including without limit attorneys’ fees and costs) arising out of or in connection with your use of the Products and Services or your breach of this Agreement.
6. Limited Warranty
You assume responsibility for the selection of the Products and Services to achieve your intended results
THE PRODUCTS AND SERVICES ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. ALL OTHER WARRANTIES OR CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, CORRECTNESS, COMPLETENESS, ACCURACY OR RELIABILITY, NONINFRINGEMENT, TITLE, UNINTERRUPTED USE, SYSTEM INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PRODUCTS AND SERVICES AND WRITTEN MATERIALS ACCOMPANYING THE PRODUCTS AND SERVICES, ARE HEREBY EXPRESSLY DISCLAIMED AND EXCLUDED. YOU ASSUME ALL RISKS AS TO THE QUALITY, CORRECTNESS, COMPLETENESS, ACCURACY, SUITABILITY, RELIABILITY, AND PERFORMANCE OF THE PRODUCTS AND SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE WAIVER OR EXCLUSION OF IMPLIED WARRANTIES, SO THESE WAIVERS AND EXCLUSIONS MAY NOT APPLY TO YOU. YOU SHALL BE ENTIRELY RESPONSIBLE FOR THE SELECTION OF THE PRODUCTS AND SERVICES AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED THEREFROM.
7. Your Remedies
BBS’s entire liability and your exclusive remedy for breach of the limited warranty set forth above shall be no more than the annual cost of Membership regardless of whether you ever obtain Blue Book Membership.
8. Limitation of Liability
BBS ASSUMES NO LIABILITY FOR LOSS OR DAMAGES WHATSOEVER AND HOWSOEVER RESULTING FROM ANY USE OF, INABILITY TO USE, OR RELIANCE UPON THE PRODUCTS AND SERVICES. IN NO EVENT SHALL BBS BE LIABLE TO YOU FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF OR RELATING TO THE USE OR INABILITY TO USE THE PRODUCTS AND SERVICES, EVEN IF BBS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF ANY WARRANTY DISCLAIMER OR LIMITATION ON LIABILITY IN THIS AGREEMENT IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN BBS’S TOTAL LIABILITY TO YOU (WHETHER BASED IN CONTRACT OR TORT, OR OTHERWISE) WILL IN NO EVENT EXCEED THE FEES PAID BY YOU TO BBS WITHIN THE LAST 12-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF SUCH LOSS OR DAMAGE.
(a) Assignment. You may not sublicense, transfer, or assign this Agreement, in whole or in part, without the prior written consent of BBS.
(b) Governing Law. This Agreement shall be governed by the laws of the State of Illinois, without regard to the conflict of laws provisions thereof. The parties agree to submit to the jurisdiction and venue of the federal and state courts sitting in the County of DuPage, State of Illinois. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is hereby expressly excluded.
(c) Severability, Export, &.Modification. If any part of this Agreement is found, inapplicable, void, or unenforceable by a court of competent jurisdiction, it will not affect the validity of the balance of this Agreement, which shall remain valid and enforceable according to its terms. You agree that the Products and Services will not be shipped, transferred, or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations. This Agreement shall automatically terminate upon failure by you to comply with its terms. This Agreement may only be modified in writing signed by an authorized officer of BBS.
(d) Additional Terms. Your use of the Products and Services is also governed by the terms and conditions set forth in the End User Terms and Conditions. A link to the End User Terms and Conditions is provided here. Additionally, use of the Products and Services by Blue Book Members is subject to the BBS Blue Book Membership Agreement. If for any reason you are unable to access these documents online, please telephone us at 630-668-3500. Use of the Products and Services without your assent to these additional terms is prohibited.
(e) Additional License Agreement. You as the end-user agree that all information from Chain Store Guide, LLC, which has been made available to you through the Products and Services of Blue Book Services, Inc., may only be used for business purposes. You further agree that you will not sell, distribute, disclose, rent, lease, or in any way divulge any such information contained therein, in whole or part, to any third-party outside your own company.
(f) Third-Party Providers. No third party providing data or information to BBS will be liable to any end user for any loss or claim from any errors in, omission from, or use of such data. All such data is provided on an “as is” basis. End users may not create any derivative works from any Products or Services obtained though BBS regardless of the source of the data in question. End users may not use such Products and Services in any manner that infringes on any third party content provider’s intellectual property rights, and end users are prohibited from redistributing same. End users are prohibited from allowing any party, which is not authorized to access or use the Products or Services to access or use such data regardless of the source of the data in question.
DATE OF LAST MODIFICATION: December 6, 2016