Terms Of Use | Pro-filesPlus

PRO-FILESPLUS.COM

TERMS OF USE

PLEASE READ THESE TERMS OF USE CAREFULLY BECAUSE THEY CONTAIN THE TERMS AND CONDITIONS THAT APPLY TO YOUR USE OF OUR SERVICES AND THEY CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND US.

BY CLICKING ON THE "I ACCEPT" BUTTON OR BY ACCESSING OR USING THE SERVICES IN ANY MANNER WHATSOEVER, YOU ARE CONFIRMING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO, SHALL ABIDE BY AND COMPLY WITH ALL OF THE TERMS AND CONDITIONS OF THESE TERMS OF USE. WHENEVER YOU USE OR ATTEMPT TO USE ANY FEATURE OR FUNCTION OF OUR SERVICES, EVEN IF YOU STOP USING OTHER FEATURES OR FUNCTIONS OF OUR SERVICES, YOU WILL STILL BE BOUND BY AND REQUIRED TO COMPLY WITH ALL OF THE TERMS AND CONDITIONS IN THESE TERMS OF USE THAT APPLY TO YOU.

These are the terms and conditions that constitute the official terms of use ("Terms of Use") between you ("you" or "your") and Pro-filesPlus, Inc. ("Pro-filesPlus", "we", "our" or "us") that apply to your use of our Website and the available services, features and functions (as more fully described herein) that are offered and made available on, through or using our Website (the "Services"). The terms "you" and "your" as used herein refer collectively to you individually and the company, firm or enterprise (together with its Authorized Users as the context requires) receiving access to the Services hereunder and on whose behalf a duly authorized representative has successfully completed the registration process for an Account (as such term is defined below). The terms "Website" or "Websites" mean and include the primary Pro-filesPlus web site on the World Wide Web, currently located at www.Pro-filesPlus.com, as well as any and all equivalent, mirror, replacement, substitute or backup websites and all web pages contained therein.

When you use or take advantage of any features or functions of our Services or participate or engage in activities or transactions we make available in connection with our Services you are also confirming your agreement to be bound by and comply with any and all additional terms and conditions that we indicate apply to you in doing or attempting to do those things (referred to individually and collectively, as "Additional Terms"). Such Additional Terms that apply to you, as well as our Privacy Policy, are all part of these Terms of Use and form a part of your agreement with us regarding your use of and access to the Services.

The words "use" or "using" means any time you, or any other individual, directly or indirectly, with or without the aid of a machine or device, does or attempts to access, interact with, use, display, view, print or copy from the Website or the Services, transmit, receive or exchange data or communicate with the Website or the Services, or in any way utilizes, benefits, takes advantage of or interacts with any function, service or feature of the Website or the Services, for any purpose whatsoever. Anyone using our Services, including you, may also be referred to as a "user."

1. THE SERVICES

Our Services are intended to provide credit and collection management and information services primarily to employees of retail distributors of building and construction materials (e.g., owners, controllers, accounting personnel, credit, collection and salespeople) within the United States. The Services may assist Members (as defined below) in soliciting new business, opening new or updating, maintaining and evaluating current credit accounts, and collecting monies owed on past due credit accounts from debtors. Through their use of the Services, Members will be able to, among other things, conduct searches on companies within the construction industry with regard to credit history, view records and reports relating to such companies? credit/debt history, submit inquiries for credit/debt information, and purchase products and services related to obtaining and maintaining credit information of current and potential customers.

2. REGISTRATION / USER IDs AND PASSWORDS

In order to access our Services you must register as a member ("Member") by creating an Account ("Account"). We reserve the right to approve or reject, at any time, at our sole discretion, the registration of any new Account, or the attempted renewal of any existing Account. Because the Services are not generally available to the public, you will be required to create a unique user ID and password upon creating your Account. We may also, from time to time, provide you with additional codes or passwords necessary to perform certain transactions or otherwise access the Services. Your user ID, password, and any additional codes or passwords used to access your Account are collectively referred to herein as "IDs". Your IDs are personal to you. You agree that you will not allow another person to use your IDs to access and use the Services under any circumstances.

You are solely responsible for maintaining the strict confidentiality of your IDs and for any charges, damages, liabilities or losses incurred or suffered as a result of your failure to do so. We are not liable for any harm caused by or related to the theft of your IDs, your disclosure of your IDs, or your authorization to allow another person to access and use the Services using your IDs. You agree to immediately notify us if you become aware of any unauthorized use of your IDs or other need to deactivate any IDs due to security concerns. You hereby acknowledge and agree that you are solely responsible for all activities, acts and omissions, and transactions that occur in, from, through or under your Account(s) or IDs.

3. ACCOUNT MEMBERSHIP

When you create an Account you will be required to designate a manager for your Account ("Account Manager"), who is considered the primary user of the Account. For the avoidance of doubt, an Account Manager must not be a salesperson or sales manager with an interest in soliciting new business, but must have a direct relationship with customers regarding management of accounts receivables. The Account Manager will designate the type of membership for an Account, either "Basic" or "Premium" (or any such other Account types as we may offer from time to time), as well as designate any sub-Account(s) and/or additional user(s) (each such user, an "Authorized User") associated with such sub-Account(s). Account Managers will be required to designate each Authorized User as either a "Credit" or "Sales" user (or any such other User Types as we may offer from time to time), and each Authorized User will also be required to create their own individual IDs in order to access the Services. The type of membership selected by the Account Manager will determine the membership status of the Account Manager and all associated Authorized Users. A list of descriptions and features for each membership and user type is available for your review at www.Pro-filesPlus.com, which may be updated at anytime, and from time to time, at our sole discretion.

You acknowledge, understand and agree that we will rely on your list of Authorized Users (and any updates and notifications we receive from you in accordance with the terms of these Terms of Use) to enable your Authorized Users to access and use the Services. For the avoidance of doubt, any reference to "your Account" or "your IDs" within these Terms of Use includes the IDs of your Authorized Users as well as any sub-Accounts to which such Authorized Users have access. It is your sole and exclusive responsibility to ensure that each Authorized User has the requisite authority, permissions and entitlements ("Authority") necessary to access and use the Services. We have no obligation to validate any such Authority and you agree that we shall not be liable for any transactions executed or information or content provided via the Services in violation of any such Authority.

The opportunity to participate in live Credit Meetings (pursuant to, and as defined in, the Additional Terms for Credit Meetings held and monitored by Pro-filesPlus is a feature of the Services offered ONLY to Members that are registered as "Credit" users. Upon completion of each Credit Meeting, Pro-filesPlus generates "Credit Meeting Reports" and makes them available free of charge via our Website to those Members who attend such Credit Meeting, and for a fee to all Members with Premium membership who have not attended such Credit Meeting, but wish to have access to the associated Credit Meeting Report. "Credit Meeting Reports" are documents prepared by Pro-filesPlus that include an updated and finalized agenda for the associated Credit Meeting, as well as attendees? names, phone numbers, email addresses, and any other information or documentation we record and/or aggregate during and after such Credit Meeting (including all relevant information submitted by Credit Meeting attendees). As a condition of providing Credit Meeting Reports to certain Members, such Members must agree to treat and protect all Credit Meeting Reports as confidential, and with at least the same degree of care such Members use to treat and protect their own confidential information, and shall prevent any unauthorized use, disclosure and/or distribution of such Credit Meeting Reports to any third party.

You will be required to pay certain fees associated with the type of Account for which you register, as well as any related products and services you wish to purchase via our Website. A list of fees and associated payment terms is available for your review at www.Pro-filesPlus.com/Pricing.html, which may be modified at anytime, and from time to time, at our sole discretion.

4. MODIFICATION, RENEWAL AND TERMINATION OF MEMBERSHIP

The membership and/or user type(s) associated with both the Account Manager and the Authorized Users may be modified or terminated (in whole or in part) at anytime, but ONLY by the Account Manager. All memberships will automatically renew on the first anniversary of the initial billing date of an Account. Prior to such automatic renewal, an email will be sent to the Account Manager, alerting the Account Manger of the renewal, at which time the Account Manager will have the option to (i) terminate the Account, or (ii) upgrade all Basic membership users to Premium membership users for the upcoming renewal period. For the avoidance of doubt, if the Account Manager wishes to have the Account renew, but no modifications to the Account are necessary, the Account Manager will not be required to take any action and the Account will automatically renew under its existing membership terms.

If you breach (or we believe you have or may breach) these Terms of Use or if we are notified, determine or have reason to believe you or any Authorized Users have or are engaging in conduct that violates any of the terms and conditions of these Terms of Use, we may deactivate, cancel, suspend or terminate your membership, any Account(s) associated with your membership, and any other use of our Services, in whole or in part, without notice to you. We may declare all monies then due, owing and outstanding immediately due and payable and we will have no liability or further obligation of any kind to you or any other person and you will not be entitled to any refund.

5. MEMBER INFORMATION

Our ability to provide the Services to Members is dependent upon our collection, aggregation and distribution of the information we receive from you, including, without limitation (i) your company?s name, address, telephone number(s), email addresses, and any other data that identifies your business, (ii) names, addresses, credit status and/or debtor information of your past, current and potential customers, other information concerning your past, current and potential customer accounts including accounts receivables, and/or the customers of other Members, and (iii) any other information you disclose to us in connection with your use of the Services (collectively, the "Member Information"). Therefore, you hereby grant Pro-filesPlus an irrevocable, perpetual, worldwide, royalty-free right and license to use, display, distribute, manipulate, combine with other data and exploit the Member Information. Further, you hereby represent that (i) you have full authority to disclose the Member Information to Pro-filesPlus, (ii) have notified and/or advised all past, current and potential customers that such information will be disclosed and licensed to Pro-filesPlus, and (iii) have obtained affirmative consent from any and all past, current and potential customers and third parties to provide such information to Pro-filesPlus for its use, display, distribution, manipulation, combination and exploitation via the Services.

All Members will have access to a membership directory, which lists all Account names, associated telephone numbers and fax numbers, as well as the name, email address and title of the Account Manager, any SIC codes or product lines related to such Member?s business, and any other Account-identifying information that we deem appropriate to include in furtherance of making such membership directory available. All Members hereby agree and acknowledge that we may, without limitation, generate informational reports reflecting statistics on searches and inquires submitted by Members using our Services via the Website, and will make such reports available to and searchable by all Members as part of the Services. Such reports may include, but shall not be limited to, Member Information and any other Account-identifying information that we deem relevant and/or appropriate.

You represent, warrant and covenant to us that any and all Member Information and any other information or data you provide to us in connection with your Account and your use of the Services, is and will be, true, accurate and complete when given to us, that in providing such information to us you will not knowingly omit or misrepresent material facts or information, and that you will promptly submit corrected or updated information via the Services, or otherwise advise us promptly in writing of any such changes or updates to any information you?ve provided to us. You further consent and authorize us to verify your Member Information as required for use and access to the Services, as applicable.

6. MODIFICATIONS

We have the right, any time and from time to time, for any reason in our discretion, to change these Terms of Use, including the Privacy Policy and any Additional Terms that apply to our Services. We will post notices of material changes on our Website and we may also send you an email about any changes that pertain to specific offerings of products or services. Once we post such changes, they become effective immediately. Your use of the Services after any such changes become effective constitutes your acceptance of such changes. Please check frequently and review these Terms of Use so you are aware of the most current terms and conditions of your agreement with us. We also reserve the right, any time and from time to time, in our discretion, to modify, suspend or discontinue all or any portions of our Services without notice and without liability to you or any other party. If any new products or services become available, they will be considered a part of the Services and your use of them will be governed by these Terms of Use unless we notify you otherwise.

7. PROPRIETARY RIGHTS AND INTELLECTUAL PROPERTY

"Content" refers to all content, data, information, databases, other proprietary information and materials and all copyrightable or otherwise legally protectible elements of our Services, including, without limitation, Member Information as well as all copyright and other rights in marks or other intellectual property which you may encounter, are provided by, available from, or for your use in connection with our Website and Services. You will not alter, delete, obscure or conceal any copyright or other notices, nor will you reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast or circulate or use any Content in violation of these Terms of Use, without our express written consent. You also will not copy, modify, display, transmit, transfer, distribute or use Content in violation of these Terms of Use or any laws or regulations. You agree not to authorize, encourage or allow anyone else, directly or indirectly, to do anything you are not permitted to do under these Terms of Use.

Content is either our property or owned by Members or our licensors, suppliers or operational service providers and is legally protected, without limitation, under U.S. Federal and State, as well as applicable foreign laws, regulations and international treaties. You agree that the entities mentioned above are third-party beneficiaries under these Terms of Use and both we and they can protect our respective rights and enforce these Terms of Use against you. You may only use our Website, Services and the Content for non-commercial, internal business use (solely in connection with evaluation and management of Member Information you submit, and Member Information submitted by other Members to which you are provided access via the Services) and for no other purpose. Your right to use our Services is not assignable or transferable. Any rights not granted to you under these Terms of Use are fully reserved by us and any unauthorized or prohibited use of our Services may subject you to civil liability, criminal prosecution, or both. You shall not disclose any Content, specifically the Member Information of other Members, to any unaffiliated third parties without such Member?s consent and/or the consent of Pro-filesPlus.

8. ACCESS TO AND USE OF THE SERVICES

Your access to and use of our Services is subject to all applicable local, provincial, state, and national laws and regulations. You shall not use, allow, or enable others to use our Services or in any manner that is, attempts or is likely to:

§ be libelous, defamatory, harmful, harassing, intimidating, threatening, hateful, objectionable, discriminatory, or abusive which may or may appear to impersonate anyone else;

§ affect adversely, harm, disparage or reflect negatively on Pro-filesPlus, or our Services, Website and Content, or on our goodwill, name or reputation, or the goodwill, name or reputation of any other Member or their Member Information;

§ transmit, distribute or upload programs or material that contain malicious code, such as viruses, time bombs, cancel bots, worms, Trojan horses, spyware, or other potentially harmful programs or other material or information;

§ violate any laws, regulations (including, without limitation, laws regarding the transmission of technical data or software exported from the United States), judicial or governmental order, any treaties or violate or infringe upon any intellectual property rights, rights of publicity or privacy or any other rights of ours or of any other person, firm or enterprise;

§ gain unauthorized access to our Services, Website and Content; or other Members' Accounts, IDs, names, personally identifiable information or Member Information; or other computers, websites or pages connected or linked to our Services, Website and Content or to use our Services, Website and Content in any manner which violates or is inconsistent with these Terms of Use;

§ modify, disrupt, impair, alter or interfere with the use, features, functions, operation or maintenance of our Services, Website and Content or the rights or use and enjoyment of our Services, Website and Content by any other Member, person, firm or enterprise; or

§ collect, obtain, compile, gather, transmit, reproduce, delete, revise, view or display any Content, material or information, whether personally identifiable or not, posted by or concerning any other Member, person, firm or enterprise, in connection with their or your use of our Services unless you have obtained the express, prior permission of such other Member, person, firm or enterprise to do so or as otherwise set forth in these Terms of Use or any Additional Terms as applicable to your use of the Services.

9. LINKS TO THIRD PARTY SITES

Pro-filesPlus may recommend and/or endorse the use of third party products or services and/or include promotional information, URLs, or hypertext links to other parties? websites in connection therewith, or any other form of re-direction of your connection to, with or through our Services ("links") anywhere on our Services. However, Pro-filesPlus does not verify or have any obligation, responsibility or liability resulting from the display of any links to other parties? websites (including their privacy policies) or for any of their goods or services, whether or not we have a separate marketing, advertising or other promotional arrangement with them. If a third party obtains information from or about you, we have no responsibility or liability for their conduct or activities.

10. DISCLAIMER OF WARRANTIES

THE SERVICES ARE MADE AVAILABLE "AS IS" AND "AS AVAILABLE", WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, OR ANY GUARANTY OR ASSURANCE THE SERVICES OR OUR WEBSITE WILL BE AVAILABLE OR PERFORM AS DESCRIBED. WE EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ALL WARRANTIES OF TITLE AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS.

WE ARE ALSO NOT LIABLE FOR ANY MALICIOUS CODE, DELAYS, INACCURACIES, ERRORS (WHETHER AS A RESULT OF TECHNOLOGICAL OR HUMAN ERROR), OR OMISSIONS ARISING OUT OF YOUR USE OF OUR SERVICES. YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT YOU ARE ASSUMING THE ENTIRE RISK AS TO THE QUALITY, ACCURACY, PERFORMANCE, TIMELINESS, ADEQUACY, COMPLETENESS, CORRECTNESS, AUTHENTICITY, SECURITY AND VALIDITY OF THE CONTENT AND ANY AND ALL FEATURES AND FUNCTIONS OF OUR SERVICES.

Some jurisdictions do not allow for the exclusion of certain warranties. Accordingly some of the exclusions described in these terms of use may not apply to you.

11. LIMITATION OF LIABILITY AND RELEASE

YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER WE NOR OUR EMPLOYEES, AGENTS, LICENSORS, REPRESENTATIVES, OPERATIONAL SERVICE PROVIDERS OR SUPPLIERS, SHALL, UNDER ANY CIRCUMSTANCES, BE LIABLE FOR ANY CLAIM, LOSS OR DAMAGE, DIRECT OR INDIRECT, INCLUDING, BUT NOT LIMITED TO, ANY AND ALL COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER AND IF APPLICABLE, YOUR REGISTRATION, YOUR ACCOUNT, MEMBERSHIP, ANY CONTENT, PRODUCTS OR OTHER FEATURES, FUNCTIONS, TRANSACTIONS OR ACTIVITIES ASSOCIATED WITH OR ARISING FROM OR THROUGH OUR SERVICES, REGARDLESS OF THE FORM OF THE ACTION, THE LEGAL THEORY OR THE BASIS OF THE CLAIM AND WHETHER OR NOT ANY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. IF ANY LIMITATION ON REMEDIES, DAMAGES OR LIABILITY IS PROHIBITED OR RESTRICTED BY LAW, WE SHALL REMAIN ENTITLED TO THE MAXIMUM DISCLAIMERS AND LIMITATIONS ON REMEDIES, DAMAGES AND LIABILITY AVAILABLE AT LAW AND EQUITY IN SUCH SITUATION, HOWEVER, IN NO EVENT SHALL OUR LIABILITY TO YOU FOR DAMAGES OR OTHERWISE EXCEED THE LESSER OF: (I) THE AMOUNTS PAID BY YOU FOR ACCESS TO OUR SERVICES DURING THE TWELVE (12) MONTHS PRECEDING ANY SUCH CLAIM FOR SUCH DAMAGES OR (II) $100.00.

In the event you have any dispute with one or more third parties as a result of your use of our Website, Content or the Services, or are in any way damaged as a result of any third party in connection therewith, you hereby release and covenant not to sue or otherwise make a claim, demand or file any legal action or institute any legal or regulatory proceedings against us, our employees, agents, representatives, operational service providers and suppliers, for any claims, actions demands or damages (whether direct, indirect, special, incidental or consequential), of whatever kind or nature, known or unknown, suspected or unsuspected, whether foreseeable or not, disclosed or undisclosed.

12. INDEMNIFICATION

You agree to defend and indemnify us, our employees, agents, licensors, representatives, operational service providers and suppliers against any and all demands, claims and actions and you will hold us harmless from and against all losses, damages, costs and expenses (including reasonable attorneys' fees) resulting from your breach or violation (or any Authorized User?s breach or violation) of these Terms of Use, the public posting or display of any material, content or items you submit or provide to us (including, without limitation, your Account Information and/or Member Information), or your alteration, use, export or disclosure of any Content, as well as your violation of law or regulation or your infringement, misappropriation or any violation of the rights of any other party. We may, if necessary, participate in the defense of any such claim or action and any negotiations for its settlement or compromise. No settlement which may adversely affect our rights or obligations shall be made without our prior written approval. We reserve the right, at our own expense and on notice to you, to assume exclusive defense and control of any such claim or action and then your corresponding indemnification obligation will end.

13. MISCELLANEOUS

If any term or condition is held illegal, invalid or unenforceable, this will not affect any other provision each of which will continue in effect. Any term or condition which must survive to allow us to enforce its meaning shall survive; however no action arising out of these Terms of Use or your use of our Services, regardless of the form of action or basis of the claim, may be brought by you more than 1 year after the cause of action has arisen (or if multiple causes, the date the first cause arose). Our delay or failure to take any action shall not be or be construed as a waiver of that or any other term, condition or right we may have. You may not transfer, assign, convey or delegate your Account, IDs, or right to use our Services to anyone else and any attempt by you to do so shall be null and void ab initio.

14. LAW THAT APPLIES

Your use of our Services and these Terms of Use, shall be governed, construed and enforced the laws of the State of New Jersey applicable to contracts made, executed and wholly performed in New Jersey. You unconditionally and irrevocably submit to the exclusive jurisdiction and venue of the State and Federal Courts situated in the State of New Jersey and you shall not object to such jurisdiction or venue on the grounds of lack of personal jurisdiction, inconvenient forum or otherwise. These Terms of Use shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, which is expressly excluded, and you also expressly agree to exclude the applicability of the Uniform Computer Information Transactions Act. A printed copy of these Terms of Use and of any notice in electronic form shall be admissible in any judicial or administrative proceedings to the same extent and under the same conditions as other business documents and records originally generated and maintained in printed form.

IN ANY CLAIM, ACTION OR PROCEEDING TO ENFORCE ANY RIGHT OR OBLIGATION OF THE PARTIES UNDER THE AGREEMENT, INCLUDING, WITHOUT LIMITATION, RELATING TO YOUR USE OF OUR SERVICE, YOU HEREBY WAIVE ANY RIGHT YOU MAY NOW HAVE OR HEREAFTER POSSESS TO A TRIAL BY JURY.

15. ENTIRE AGREEMENT

Our Privacy Policy, and any Additional Terms that may apply to you and your use of our Services, are incorporated into and form a part of these Terms of Use as if fully set forth herein, and together represent the complete and exclusive statement of terms and conditions between you and us regarding your use of the Website and Services, superseding any and all prior or inconsistent agreements, understandings, discussions, communications, written, oral or otherwise, relating thereto.

YOU ACKNOWLEDGE YOU HAVE READ AND UNDERSTAND THESE TERMS OF USE AND AGREE TO BE BOUND BY AND FULLY COMPLY WITH ALL THE TERMS AND CONDITIONS HEREIN.

For ease of reference these Terms of Use can be reviewed at any time at www.Pro-filesPlus.com/TermsOfUse.html; and our Privacy Policy can be reviewed at any time at www.Pro-filesPlus.com/PrivacyPolicy.html.

These Terms of Use were last modified on February 28, 2008, and are effective immediately.