TERMS OF SERVICE AND USE
This Agreement ("Agreement") is by and between EM Advisory Corp ("EMAC"), a/an Florida corporation its dba "Business Connections" through its websites BC-OnDemand.com/BCOnDemand.com and you, your heirs, agents, successors and assigns ("You"), and is made effective as of the date of electronic execution. This Agreement sets forth the terms and conditions of Your use of EMAC software ("Software") and services ("Services") and explains EMAC's obligations to You and Your obligations to EMAC in relation to the Software and Services You purchase.
This Agreement as well as any additional EMAC policies, together with all
modifications thereto, constitute the complete and exclusive agreement between
You and EMAC concerning Your use of EMAC's Software and Services, and supersede
and govern all prior proposals, agreements, or other communications. All EMAC
policies and agreements specific to particular Software and Service are
incorporated herein and made part of this Agreement by reference. By purchasing
EMAC's Software or Services, You acknowledge that You have read, understood, and
agree to be bound by all terms and conditions of this Agreement and any other
policies or agreements made part of this Agreement by reference, as well as any
new, different or additional terms, conditions or policies which EMAC may
establish from time to time, and any agreements that EMAC is currently bound by
or will be bound by in the future. You may view the latest versions of these
Agreements as they are released and are posted.
In addition to transactions entered into by You on Your behalf, You also agree
to be bound by the terms of this Agreement for transactions entered into on Your
behalf by anyone acting as Your Agent, and transactions entered into by anyone
who uses the account You've established from EMAC properties, whether or not the
transactions were in Your behalf.
TERMS APPLICABLE TO ALL SOFTWARE AND SERVICES RENDERED
TERM OF AGREEMENT; MODIFICATIONS.
You agree that EMAC may modify this Agreement and the Services from time to
time. You agree to be bound by any changes EMAC may reasonably make to this
Agreement when such changes are made. If You have purchased Services or Software
from EMAC, the term of this Agreement shall continue in full force and effect as
long as You take advantage of and use the Software or Services. In the event You
terminate Your usage, EMAC will not refund any amounts You have paid. You agree
that EMAC shall not be bound by any representations made by third parties who
You may use to purchase Services from EMAC, and that any statement of a general
nature, which may be posted on EMAC's Web site or contained in EMAC's
promotional materials, will not bind EMAC. EMAC may, at times, offer certain
promotions with different charges and features.
You agree that You will be responsible for notifying EMAC should You desire to
terminate Your use of EMAC's Services. Notification of Your intent to terminate
must be provided to EMAC no earlier than 10 days prior to Your billing date but
no later than three days prior to Your billing date.
ACCURATE INFORMATION.
You agree to maintain accurate information by providing updates to EMAC, as
needed, while You are using EMAC's Services. You agree You will notify EMAC
within five (5) business days when any change of the information You provided as
part of the application and/or registration process changes. Failure by You, for
whatever reason, to respond within five (5) business days to any inquiries made
by EMAC to determine the validity of information provided by You will constitute
a material breach of this Agreement.
You agree that EMAC may use and rely on any such information provided by You for
all purposes in connection with Your Services, subject to EMAC's Privacy Policy.
If You provide any information that is inaccurate, not current, false,
misleading or incomplete, or if EMAC has reasonable grounds to suspect that Your
information is inaccurate, not current, false, misleading or incomplete, EMAC
has the absolute right, in its sole discretion, to terminate its Services and
close Your account.
PRIVACY.
You can view EMAC's Privacy Policy on the web site which is incorporated herein
by reference, as it is applicable to all Company Software and Services. The
Privacy Policy provides Your rights and Company's responsibilities with regard
to Your personal information. Company will not use Your information in any way
inconsistent with the purposes and limitations provided in the Privacy Policy.
ACCOUNT SECURITY.
You agree You are entirely responsible for maintaining the confidentiality of
Your customer number/login, password, and credit card number (collectively, the
"Account Access Information"). You agree You are entirely responsible for any
and all activities that occur under Your account. You agree to notify EMAC
immediately of any unauthorized use of Your account or any other breach of
security. You agree EMAC will not be liable for any loss that You may incur as a
result of someone else using Your Account Access Information, either with or
without Your knowledge. You further agree You could be held liable for losses
incurred by EMAC or another party due to someone else using Your Account Access
Information. For security purposes, You will be required to change Your password
and user PIN every six (6) months, for every EMAC account, subject to EMAC's
password and PIN guidelines. You should keep Account Access Information in a
secure location and take precautions to prevent others from gaining access to
Your Account Access Information. You agree that You will be responsible for all
activity in Your account, whether initiated by You, or by others on Your behalf,
or by any other means. EMAC specifically disclaims liability for any activity in
Your account, whether authorized by You or not.
NO UNLAWFUL CONDUCT OR IMPROPER USE.
As a condition of Your use of EMAC's Software and Services, You agree not to use
them for any purpose that is unlawful or prohibited by these terms and
conditions, and You agree to comply with any applicable local, state, federal
and international laws, government rules or requirements. You agree You will not
be entitled to a refund of any fees paid to EMAC if, for any reason, EMAC takes
corrective action with respect to Your improper or illegal use of its Services.
EMAC reserves the right at all times to disclose any information as EMAC deems
necessary to satisfy any applicable law, regulation, legal process or
governmental request, or to edit, refuse to post or to remove any information or
materials, in whole or in part, in EMAC's sole discretion.
If You have purchased Services, EMAC has no obligation to monitor Your use of the Services. EMAC reserves the right to review Your use of the Services and to cancel the Services in its sole discretion. EMAC reserves the right to terminate Your access to the Services at any time, without notice, for any reason whatsoever.
EMAC reserves the right to terminate Services if Your usage of the Services
results in, or is the subject of, legal action or threatened legal action,
against EMAC or any of its affiliates or partners, without consideration for
whether such legal action or threatened legal action is eventually determined to
be with or without merit. EMAC may review every account for excessive space and
bandwidth utilization and to terminate or apply additional fees to those
accounts that exceed allowed levels.
Except as set forth below, EMAC may also cancel Your use of the Services, after
thirty (30) days, if You are using the Services, as determined by EMAC in its
sole discretion, in association with spam or morally objectionable activities.
Morally objectionable activities will include, but not be limited to: activities
designed to defame, embarrass, harm, abuse, threaten, slander or harass third
parties; activities prohibited by the laws of the United States and/or foreign
territories in which You conduct business; activities designed to encourage
unlawful behavior by others, such as hate crimes, terrorism and child
pornography; activities that are tortuous, vulgar, obscene, invasive of the
privacy of a third party, racially, ethnically, or otherwise objectionable;
activities designed to impersonate the identity of a third party; illegal access
to other computers or networks (i.e., hacking); distribution of Internet viruses
or similar destructive activities; and activities designed to harm or use
unethically minors in any way. Notwithstanding anything to the contrary herein,
in the event EMAC cancels Your Services during the first thirty (30) days after
You purchase the Services, You will receive a refund of any fees paid to EMAC in
connection with the Services being canceled. In the event EMAC deletes Your
Services because they are being used in association with spam or morally
objectionable activities, no refund will be issued. You agree You will not be
entitled to a refund of any fees paid to EMAC if, for any reason, EMAC takes
corrective action with respect to Your improper or illegal use of its Services.
NO SPAM; LIQUIDATED DAMAGES.
You agree EMAC may immediately terminate any account which it believes, in its
sole discretion, is transmitting or is otherwise connected with any spam or
other unsolicited bulk email. In addition, if actual damages cannot be
reasonably calculated then You agree to pay EMAC liquidated damages of $1 for
each piece of spam or unsolicited bulk email transmitted from or otherwise
connected with Your account, otherwise You agree to pay EMAC's actual damages.
You acknowledge You have read and understand and agree to be bound by the terms
and conditions of EMAC's Anti-spam Policy described here. Such terms and
conditions are applicable to the use of all EMAC Software and Services and are
incorporated herein.
INTELLECTUAL PROPERTY.
You agree that EMAC or its licensor holds all rights, title and interest in all
Software and Services and all intellectual property, including other rights
related to intangible property, unless otherwise indicated. You acknowledge that
no title or interest in such Intellectual Property Rights is being transferred
to You and You agree to make no claim of interest in any such Services or
Software.
You understand and agree that all content and materials contained in this
Agreement, other policies, the EMAC web site(s), and any affiliated web sites,
are protected by the various copyright, patent, trademark, service mark and
trade secret laws of the United States, as well as any other applicable
proprietary rights and laws, and that EMAC or its licensor expressly reserves
its rights in and to all such content and materials. You further understand and
agree that You are prohibited from using, in any manner whatsoever, any of the
content or materials described above without the express written permission of
EMAC or its licensor. No license or right under any copyright, patent,
trademark, service mark or other proprietary right or license is granted to You
or conferred upon You by this Agreement or otherwise.
FEES AND PAYMENT.
As consideration for the Software or Services purchased by You and provided to
You by EMAC, You agree to pay EMAC at the time You order. All fees are due
immediately and are non-refundable unless otherwise expressly noted, even if
Your Services are suspended, terminated, or transferred prior to the end of the
Services term. EMAC expressly reserves the right to modify pricing through email
notification and/or notice on its Web site. Payment may be made by You by
providing either a valid credit card or a personal check. Your Payment Method on
file must be kept valid if You have any active products in Your account.
If You signed up for a monthly payment plan, Your monthly billing date will be
determined based on the day of the month You purchase the Services unless that
date falls after the 28th of the month in which case Your billing date will be
the 28th of each month. If You signed up for an annual (or longer) payment plan,
and You elected the automatic renewal option, EMAC will automatically renew Your
Services when they come up for renewal and will take payment from the Payment
Method You have on file with EMAC, at EMAC's then current rates.
If for any reason EMAC is unable to charge Your Payment Method for the full
amount owed EMAC for the Services provided, or if EMAC is charged a penalty for
any fee it previously charged to Your Payment Method, You agree that EMAC may
pursue all available remedies in order to obtain payment. If You pay by credit
card and if for any reason EMAC is unable to charge Your credit card with the
full amount of the Services provided, or if EMAC is charged back for any fee it
previously charged to the credit card You provided, You agree that EMAC may
pursue all available remedies in order to obtain payment. You agree that among
the remedies EMAC may pursue in order to effect payment, shall include but will
not be limited to, immediate cancellation without notice to You of any Services
registered or renewed on Your behalf. EMAC reserves the right to charge a
reasonable administrative fee for administrative tasks outside the scope of its
regular Services, including additional costs that it may incur in providing the
Services and pass along to You. These include, but are not limited to, customer
service issues that cannot be handled over email but require personal service,
fees incurred by third parties You have elected to use as payment methods, and
disputes that require legal services. These charges will be billed to the
Payment Method we have on file for You. You may change Your Payment Method at
any time by logging into Your Account For EMAC orders where payment has not been
received or EMAC has received a chargeback for any portion of the transaction,
You understand that in addition to any administrative fees EMAC may charge for
the handling of the chargeback, EMAC may also pursue all available lawful
remedies to collect payment plus applicable fees.
You agree that You are solely liable for arranging that Your Services are
renewed, and that EMAC shall not be liable to You or any third party if it is
unable to charge Your Payment Method in order to renew Your Services.
While all transactions are processed in US dollars, EMAC may provide an
estimated conversion price to currencies other than US dollars. You acknowledge
and agree that the pricing displayed during the checkout process is an estimate.
Due to potential slight time delays between actual purchase and the payment
settlement, the actual price charged may fluctuate. EMAC makes no
representations or warranties that the estimated price will be the same or
substantially similar to the actual price You will pay and You waive any and all
claims based upon any discrepancy between the estimate and the actual price and
the price paid and any subsequent refund. In addition, you may be charged VAT,
GST or other localized taxes, based on the country indicated in Your billing
address section. Any amounts to be charged will appear during the checkout
process.
Payment By Check
By using EMAC's pay by check option, You can purchase EMAC Software and Services
using a personal check. In consideration for the Software and Services purchased
by You and provided to You by EMAC, You agree to allow EMAC to debit the full
amount of this transaction from Your checking account, which is non-refundable.
EMAC may create an electronic funds transfer (EFT) or bank draft which will be
presented to Your bank or financial institution for payment from Your checking
account. The checking account must be at a financial institution in the United
States, and the check must be payable in U.S. dollars.
It is Your responsibility to keep Your checking account current, and to have available funds in it. You agree that EMAC will not be responsible for payments that fail to go through as a result of Your checking account no longer existing, or holding insufficient funds. If for any reason EMAC is unable to withdraw the full amount owed for the Services provided, You agree that EMAC may pursue all available remedies in order to obtain payment. You agree that if the EFT or bank draft is returned unpaid, You will pay a service charge of $25.00 or the maximum amount allowed by law, which may be debited from Your account using an EFT or bank draft.
The check may not be for less than the full amount required at that time.
Personal checks under $1,000 are subject to the same processing fees as wire
transfers. All personal checks may be delayed up to fourteen (14) days until the
money is credited, which may delay Your usage of the Software or Services.
REPRESENTATIONS AND WARRANTIES.
You, or the individuals who electronically execute this Agreement on behalf of
You hereby represent and warrant that they have the right, power, legal capacity
and appropriate authority to enter into this Agreement, and that they own and
have not transferred to any other person or entity any of the rights, claims or
interests that are the subject of this Agreement. You represent and warrant that
You are 18 years of age or older, or that You have an agent authorized by law to
represent You who is 18 years of age or older who is entering into this
Agreement on Your behalf. You warrant that each action You make is being done so
in good faith and that You have no knowledge of it infringing upon or
conflicting with the legal rights of a third party or a third party's trademark
or trade name.
EMAC expressly reserves the right to deny, cancel any registration that it deems
necessary, in its discretion, to protect the integrity and stability of the
registry, to comply with any applicable laws, government rules or requirements,
requests of law enforcement, in compliance with any dispute resolution process,
or to avoid any liability, civil or criminal, on the part of EMAC, as well as
its affiliates, subsidiaries, officers, directors and employees. EMAC also
reserves the right to freeze a registration during resolution of a dispute.
LIMITATION OF LIABILITY.
IN NO EVENT SHALL EMAC BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT,
INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING
LOSS OF PROFIT OR GOODWILL, FOR ANY MATTER, WHETHER SUCH LIABILITY IS ASSERTED
ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTIES,
EITHER EXPRESS OR IMPLIED, ANY BREACH OF THIS AGREEMENT OR ITS INCORPORATED
AGREEMENTS AND POLICIES YOUR INABILITY TO USE THE SOFTWARE OR SERVICES, YOUR
LOSS OF DATA OR FILES OR OTHERWISE, EVEN IF EMAC HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
Some states may not allow such a broad exclusion or limitation on liability
for damages as contained herein. In such states, EMAC's liability is limited to
the full extent permitted by law. You agree that in no event shall EMAC's
maximum aggregate liability exceed the total amount paid by You for the
particular Software or Service in dispute purchased from EMAC.
DISCLAIMER OF WARRANTIES.
EMAC EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SUCH SERVICES ARE
PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. EMAC MAKES NOT WARRANTY THAT
ITS SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICES WILL BE
UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED.
EMAC DOES NOT WARRANT, NOR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR
RESULTS OF, ANY OF THE SERVICES IT PROVIDES, IN TERMS OF THEIR CORRECTNESS,
ACCURACY, RELIABILITY, OR OTHERWISE.
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, IN
WHICH EVENT THAT FOREGOING DISCLAIMER MAY NOT APPLY TO YOU.
INDEMNIFICATION.
You agree to defend, indemnify and hold harmless EMAC and its contractors,
agents, employees, officers, directors, shareholders, and affiliates from any
loss, liability, damages or expense, including reasonable attorneys' fees,
resulting from any third party claim, action, proceeding or demand related to
Your (including Your agents affiliates, or anyone using Your account, software
or services with EMAC whether or not on Your behalf, and whether or not with
Your permission) use of the Software or Services You purchased from EMAC or Your
breach of this Agreement or incorporated agreements and policies. In addition,
You agree to indemnify and hold EMAC harmless from any loss, liability, damages
or expense, including reasonable attorneys' fees, arising out of any breach of
any representation or warranty provided herein, any negligence or willful
misconduct by You, or any allegation that Your account infringes a third
person's copyright, trademark or proprietary or intellectual property right, or
misappropriates a third person's trade secrets. This indemnification is in
addition to any indemnification required of You elsewhere. Should EMAC be
notified of a pending law suit, or receive notice of the filing of a law suit,
EMAC may seek a written confirmation from You concerning Your obligation to
indemnify EMAC. Your failure to provide such a confirmation may be considered a
breach of this agreement. You agree that EMAC shall have the right to
participate in the defense of any such claim through counsel of its own
choosing. You agree to notify EMAC of any such claim promptly in writing and to
allow EMAC to control the proceedings. You agree to cooperate fully with EMAC
during such proceedings.
You agree to cooperate fully with EMAC during such proceedings. You agree You
will not be entitled to a refund of any fees paid to EMAC if, for any reason,
EMAC takes corrective action with respect to Your improper or illegal use of its
services. You also agree that if EMAC is notified that a complaint has been
filed with a governmental, administrative or judicial body, regarding a Site
Analytics account of Yours with EMAC, that EMAC, in its sole discretion, may
take whatever action EMAC deems necessary regarding further modification,
assignment of and/or control of your account to comply with the actions or
requirements of the governmental, administrative or judicial body until such
time as the dispute is settled.
GOVERNING LAW, VENUE; WAIVER OF TRIAL BY JURY.
This agreement shall be deemed entered into in the State of Florida. You agree
that the laws and judicial decisions of Broward County, Florida, shall be used
to determine the validity, construction, interpretation and legal effect of this
Agreement. You agree that any action relating to or arising out of this
Agreement shall be brought in the courts of Broward County, Florida. You agree
to submit to jurisdiction and venue in the U.S. District Court for the District
of Florida located in Tallahassee, Florida.
You agree to waive the right to trial by jury in any proceeding that takes place
relating to or arising out of this Agreement.
NOTICES.
You agree that all notices (except for notices concerning breach of this
Agreement) from EMAC to You may be posted on our Web site. Notices concerning
breach will be sent either to the email or postal address You have on file with
EMAC. In either case, delivery shall be deemed to have been made five (5) days
after the date sent.
Notices from You to EMAC shall be made either by email, sent to the address
provided on the EMAC Web site, or first class mail to EMAC's address at:
EM Advisory Corp, Attn: Legal Counsel, 10693 Wiles Rd. # 158, Coral Springs
Florida, 33076
HEADINGS.
The headings in the Agreement are descriptive only and in the event of a
conflict between a heading and the underlying terms of this Agreement, the terms
of this Agreement shall control.
ENTIRE AGREEMENT.
You agree that this Agreement including the policies and agreements it refers to
(i.e. our Privacy Policy, Disclaimer, etc.) constitute the complete and only
Agreement between You and EMAC regarding the Services contemplated herein.
SEVERABILITY.
You agree that the terms of this Agreement are severable. If any part of this
Agreement is determined to be unenforceable or invalid, that part of the
agreement will be interpreted in accordance with applicable law as closely as
possible, in line with the original intention of both parties to the Agreement.
The remaining terms and conditions of the Agreement will remain in full force
and effect.
WAIVER.
The failure of EMAC to enforce any of the provisions within this Agreement or
its incorporated agreements and policies against You or others shall not be
construed to be a waiver of the right of EMAC thereafter to enforce such
provisions.
FORCE MAJEURE.
EMAC will make every effort to keep its Web site and Services operational.
However, certain technical difficulties and other factors outside of its control
may, from time to time, result in temporary service interruptions. You agree not
to hold EMAC liable for any of the consequences of such interruptions.
SURVIVAL.
All Sections enforceable by law regarding You and/or Your Payments owed to EMAC
shall survive any termination or cancellation of this Agreement.
NO THIRD PARTY BENEFICIARIES.
Nothing in this Agreement, express or implied, is intended to confer upon any
third party any rights, remedies, obligations, or liabilities under or by reason
of this Agreement, except as expressly provided in this Agreement.
I have read and agree to the terms of the EMAC Terms of Service and Use
Agreement above.