Inquisix

Terms and Conditions

INQUISIX TERMS OF USE

The terms and conditions set forth below govern your use of the Inquisix web site, which provides the means to exchange referrals, recommendations and reputations of Inquisix members, together with all information, data, capabilities, software and other services provided along with it (the “Site”). By clicking on the “Accept” box below, you are agreeing to be bound by these terms and conditions (this “Agreement”), in consideration of our agreeing to grant you access to the Site. This Agreement constitutes the entire agreement between Inquisix and you with respect to the Site, and supersedes any and all prior or contemporaneous communications, agreements or understandings between Inquisix and you. You understand and acknowledge that we may modify or change these terms and conditions by posting such modifications or changes in this location. As used herein, the terms “Inquisix”, “us”, “we” and “our” refer to Inquisix, Inc., a Delaware corporation, together with its subsidiaries, directors, officers, employees, agents and representatives. The terms “you” and “your” include, without limitation, the individuals authorized by you to use the Site on your behalf (your “Authorized Representatives”).

IF YOU DO NOT AGREE WITH OR ACCEPT THESE TERMS AND CONDITIONS, YOU SHOULD EXIT THE INQUISIX WEB SITE AND NOT USE THE SITE.

1. Intellectual Property.
Subject to the terms and conditions contained in this Agreement (including, without limitation, compliance with all restrictions, prohibitions and obligations contained herein), Inquisix grants you a personal, non-transferable and non-exclusive right and license to access the Site. Except as expressly authorized herein, you may not reproduce, transmit, sell, distribute, enable the distribution of, broadcast, circulate, disseminate, or commercially exploit any part of the Site (by electronic, print or other media now known or hereafter developed) without the written consent of Inquisix. You agree that, by using the Site, you will not acquire any rights relating thereto except information and data provided by you. Except as expressly authorized herein, you may not download, copy, distribute or change any material on the Site unless you seek in writing and receive express written permission from Inquisix. The Inquisix name, logo and other trademarks or service marks referenced in the Site are trademarks and service marks of Inquisix. You may not use these marks in any way. The Site, unless otherwise indicated, and its content, including but not limited to the text and images contained in the Site, as an individual and collective work and/or compilation, and in the selection, coordination, arrangement, and enhancement thereof, including the arrangement of text and images on the Site, are: Copyright© 2007 by Inquisix, Inc.; all rights reserved.

2. User Data.
You acknowledge and agree that it is necessary for us to use the data submitted by you in the registration process (the “User Data”) in order to provide certain aspects of the Site. You hereby grant to Inquisix a royalty-free, perpetual, irrevocable, and world-wide license to use, manipulate, collate, organize, create derivative works from, and disclose (whether by sale, license, or otherwise) the information submitted by you to the Site, consistent with the terms and conditions of this Agreement and the Inquisix Privacy Policy. All right, title and interest in the Site and any content or information contained in the Site, excluding materials lawfully in the public domain, are the exclusive property of Inquisix, except where expressly stated otherwise.

3. Preservation of Materials.
You acknowledge and agree that we may preserve any materials submitted by you and may disclose such material if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (1) comply with legal process; (2) enforce this Agreement; (3) respond to claims that any material violates the rights of third parties; or (4) in our sole judgment, protect the rights, property, or personal safety of Inquisix, other users or the general public.

4. User Content, Third Party Content and Links to Third Party Web Sites.
Certain information and content available on the Site may be provided by parties other than us, relating to services provided by such other parties (“Services”). These third parties may have additional restrictions, terms and conditions governing use of their content and Services, and by using their content and Services you agree to comply with those third party restrictions, terms and conditions. We exercise no control over these third parties, and we expressly disclaim any responsibility for the content, the accuracy of the information, and/or the quality of products or Services provided by these third parties. You understand that all postings, messages, text, files, images, photos, video, sounds, or other materials (“User Content”) posted on, transmitted through, or linked from the Site, are the sole responsibility of the third party from whom such User Content originated. You are entirely responsible for all User Content that you post, email or otherwise make available via the Site. The Site may provide links to other websites or resources over which Inquisix does not have control (“External Web Sites”). Such links do not constitute an endorsement by Inquisix of those External Web Sites. You acknowledge that Inquisix is providing these links to you only as a convenience, and further agree that Inquisix is not responsible for the content of such External Web Sites or any business dealings you may have with such External Web Sites. Be aware that the terms and conditions at other websites will likely differ from the terms and conditions of this Agreement. It is your responsibility to take appropriate protective measures to guard against destructive elements that you expose yourself to and may incur when linking to External Web Sites. Inquisix makes no warranty or representation with respect to, and does not accept responsibility for, any linked External Web Sites or information, products or services appearing on or contained in any linked External Web Sites.

5. No Review of User Content.
You agree that you must evaluate, and bear all risks associated with, the use of the Site and any User Content, that you may not rely on said User Content, and that under no circumstances will Inquisix be liable in any way for any User Content or for any loss or damage of any kind incurred as a result of the use of any User Content posted, emailed or otherwise made available via the Site. You acknowledge that we do not pre-screen or approve User Content, but that we shall have the right, but not the obligation, in our sole discretion to refuse, delete or move any User Content that is available via the Site, for any reason. We do not claim or guarantee that any monitoring we may perform will be to your satisfaction. Upon learning of any violation or alleged violation of this Agreement, we may, in our sole discretion (i) require the user to remedy such violation; (ii) partially or completely block access to the user’s account; (iii) suspend or terminate the user’s use of the Site; and/or (iv) take any other actions that we deem appropriate to enforce our rights and pursue all available remedies.

6. Limitations on User Content.
You understand and agree that we may review and delete any User Content that in our sole judgment violates the terms and conditions contained in this Agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Inquisix, other users or the general public. You are solely responsible for the User Content that you publish or display on the Site or transmit to other users of the Site. By posting User Content to the Site you automatically grant, and you represent and warrant that you have the right to grant, to Inquisix and other users of the Site, an irrevocable, perpetual, non-exclusive, fully-paid, worldwide license to use, copy, perform, display, and distribute such information and content and to prepare derivative works of, or incorporate into other works, such information and content, and to grant and authorize sublicenses of the foregoing. The following is a partial list of the kind of User Content that is prohibited on the Site. We reserve the right to investigate and take appropriate legal action in our sole discretion against anyone who violates this provision, including without limitation, removing the offending communication from the Site and terminating the access to the Site of such violators. Prohibited User Content includes, without limitation, User Content that:

• harasses or advocates harassment of another person;
• involves the transmission of “junk mail”, “chain letters,” or unsolicited mass mailing or “spamming”;
• promotes information that you know is false, misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
• promotes an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or videos or links to pirated music or video files;
• contains restricted or password only access pages, or hidden pages or images (those not linked to or from another accessible page);
• displays pornographic or sexually explicit material of any kind;
• exploits people in a sexual or violent manner, and solicits personal information from anyone under 18;
• provides instructional information about illegal activities such as making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses;
• solicits passwords or personal identifying information for commercial or unlawful purposes from other users;
• engages in regulated commercial activities such as contests, sweepstakes, barter, advertising, and pyramid schemes;
• harasses, degrades, intimidates or is hateful toward an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
• is false, deceptive, misleading, deceitful or constitutes “bait and switch”;
• infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party, or User Content that you do not have a right to make available under any law or under contractual or fiduciary relationships; and
• employs misleading email addresses, or forged headers or otherwise manipulated identifiers in order to disguise the origin of User Content transmitted through the Site.

7. Transactions with Other Users.
You are solely responsible for your transactions and interactions with other organizations and/or individuals found on or through the Site. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. We have no obligation to monitor or mediate any dispute between you and any other user of the Site. In the event that you have a dispute with one or more other users, you hereby release Inquisix, its officers, employees, agents and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and / or our service.

8. User Name and Password.
Certain areas of the Site may be password-restricted to authorized users who become members (“Restricted Areas”). If you are an authorized member of the Restricted Areas, you are solely responsible for maintaining the confidentiality of your user name and password (your “User Code”). You are responsible for all activities that occur by anyone using your User Code, including, without limitation, anyone accessing your account via a computer on which you have selected the option to skip the sign-in procedure. You shall immediately notify us of any known or suspected unauthorized use(s) of your account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your User Code. You hereby assume full responsibility for assuring yourself that any security devices or procedures are adequate for the protection of your interests.

9. Your Obligations.
You will only use the Site and your User Codes in accordance with this Agreement. By using the Site, you represent, warrant and covenant that:

(a) You will not use, or allow the use of, the Site in contravention of any federal, state or other applicable laws, including, without limitation, any laws or regulations governing the export of computer software.

(b) You are solely responsible for the equipment, operating platforms, Internet access and software (other than software provided by us, if any) that may be necessary to use the Site. You will also provide, at your own cost and expense, all connections from your computer system to the Site. You acknowledge that we disclaim any responsibility for the compatibility of the Site with your facilities, software, data, files, communications, protocols and equipment, and you expressly release us from any liability you may incur as the result of any such incompatibility.

(c) Notwithstanding any assistance, testing, trouble-shooting or training rendered by us in enabling you to communicate and/or interface with the Site, you retain full and sole ultimate responsibility for ensuring that your systems and means of communicating with the Site are compatible with the Site and that your and your systems’ communications and interface with the Site do not fail and are error free. You shall not introduce any computer program to the Site which is injurious or damaging to the Site or the data contained therein.

(d) You possess the knowledge necessary to make informed decisions based on your own information, and will not rely on us for specific business recommendations or advice. In connection with your transactions, you will exercise your own discretion and will independently evaluate relevant factors.

(e) The information you supply in your user account documentation and all other information provided by you is accurate, complete and truthful, and you have, and will continue to have, the right and authority to enter such information in the manner contemplated hereby.

(f) You will not hold yourself out as sponsored by, endorsed by, or affiliated with Inquisix or express or imply that any statements made by you are endorsed by Inquisix.

(g) You will not attempt to modify, translate, adapt, edit, decompile, disassemble, or reverse engineer any software programs used by Inquisix in connection with the Site.

(h) You will not engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, the Site, including, without limitation, the use of any virus, worm, trojan horse, time bomb, trap door, denial of service attack, automated repetitive requests for information, or any other device that causes damage to any hardware, software, or equipment used in connection with the Site.

(i) You will not use any meta tags, key words, code or other devices containing any references to Inquisix or the Site in order to direct any person to any other website for any purpose.

10. Site Limitations.
You agree that Inquisix has no responsibility or liability for the deletion or failure to store any User Data maintained or transmitted by the Site. You acknowledge that Inquisix reserves the right at any time to modify or discontinue the Site (or any part thereof) with or without notice, and that Inquisix shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Site.

11. Privacy and Information Disclosure.
We carefully guard your private information and do not disclose Personal Information to third parties, except as expressly provided herein. “Personal Information” includes first and last name, company information, work and personal e-mail addresses, street address and telephone number, and financial information. You acknowledge and agree that we may, in our sole discretion, preserve or disclose your User Data, as well as your Personal Information, such as email addresses, IP addresses, timestamps, and other user information, if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: comply with legal process; enforce this Agreement; respond to claims that any User Data violates the rights of third-parties; respond to claims that contact information (e.g. phone number, street address) of a third-party has been transmitted without their consent or as a form of harassment; protect the rights, property, or personal safety of Inquisix, other users or the general public. Also be advised that Inquisix may gather information in accordance with legal requirements or for the purpose of managing accounts and serving your needs. Inquisix may use technology to collect website visitor information for the purpose of maintaining and effective and information Site and to compile statistical information to be used in connection with advertising and marketing.

12. Payment of Fees and Charges.
The applicable fees and/or charges payable by you to Inquisix will be reflected in the pricing displayed on the confirmation screen for each such transaction. All fees and charges are non-cancellable and non-refundable. Your acknowledgement and acceptance of such fees and charges shall be indicated by your choice of the prompt on the confirmation screen. The applicable fees and/or charges may be changed by us at any time and from time to time, and notice of any changes will be posted by us on the Site. Unless otherwise stated, all fees are quoted in U.S. Dollars. You are responsible for paying all fees and applicable taxes associated with the Site in a timely manner with a valid payment method. If your payment method fails or your account is past due, we may collect fees owed using other collection mechanisms. (This includes charging other payment methods on file with us, and retaining collection agencies and legal counsel.)

13. Errors and Omissions.
The Site may contain inaccuracies or typographical or other errors. Although we update the Site often, the information may not be current, accurate or complete. Inquisix does not warrant or guarantee the timeliness, accuracy or comprehensiveness of the Site or of any User Data that may appear on the Site. Therefore, do not rely on the information contained on the Site. You agree to access and use the Site and the User Data, solely at your own risk.

14. DISCLAIMERS.
THE SITE, ANY COMMUNICATIONS OR INTERFACE WITH US, ANY INFORMATION AND ANY SERVICE FURNISHED BY OR ON BEHALF OF US (“INQUISIX INFORMATION”) ARE PROVIDED “AS IS”. WE MAKE NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION PROVIDED IN CONNECTION WITH THE INQUISIX INFORMATION, OR AS TO RESULTS TO BE ATTAINED BY YOU FROM THE USE OF THE INQUISIX INFORMATION. WE DISCLAIM ALL WARRANTIES, CONDITIONS, GUARANTIES OR REPRESENTATIONS AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, ANY IMPLIED WARRANTY ARISING FROM TRADE USAGE, COURSE OF DEALING, OR COURSE OF PERFORMANCE OR ANY OTHER WARRANTIES, CONDITIONS, GUARANTIES OR REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, IN LAW OR IN FACT, ORAL OR IN WRITING. NONE OF US OR OUR AFFILIATES, ADVISORS, VENDORS, LICENSORS OR CONTRACTORS (COLLECTIVELY, THE “DISCLAIMING PARTIES”) WILL HAVE ANY RESPONSIBILITY TO MAINTAIN THE INQUISIX INFORMATION OR TO SUPPLY ANY CORRECTION, UPDATES OR RELEASES IN CONNECTION THEREWITH. NONE OF THE DISCLAIMING PARTIES ARE SOLICITING ANY ACTION BASED UPON USE OF THE INQUISIX INFORMATION. YOU ARE SOLELY RESPONSIBLE FOR CONFIRMING THE ACCURACY AND ADEQUACY OF ANY INFORMATION CONTAINED IN THE INQUISIX INFORMATION YOU USE AND FOR USING THE INQUISIX INFORMATION IN ACCORDANCE WITH ALL APPLICABLE LAWS AND REGULATIONS.

WE MAKE NO REPRESENTATION OR WARRANTY THAT THE SITE OR THE SERVICES WILL BE APPROPRIATE OR AVAILABLE IN ANY LOCATION OUTSIDE THE UNITED STATES, AND ANY ACCESS OF THE SITE OR THE SERVICES IN JURISDICTIONS WHERE SUCH ACCESS WOULD BE ILLEGAL IS PROHIBITED. ANY INDIVIDUAL WHO ACCESSES THE SITE OR THE SERVICES IN ANY JURISDICTION OUTSIDE THE UNITED STATES DOES SO ON HIS OR HER OWN INITIATIVE AND ASSUMES ALL RESPONSIBILITY FOR COMPLIANCE, AND ALL RISK OF NONCOMPLIANCE, WITH ALL APPLICABLE LAWS AND REGULATIONS HAVING THE FORCE OF LAW.

We are not liable for damages arising from any delay, error, inaccuracy, omission, or other defect in the Site or the Services, whether resulting from system or equipment failure or from any other cause whatsoever. We are not liable for damages arising from the failure of any person to perform its obligations in connection with any Services or other transaction. You hereby acknowledge that you have not relied upon any warranty, condition, guaranty or representation made by us. If you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

15. LIMITATION OF LIABILITY.
EXCEPT AS EXPRESSLY PROVIDED BELOW, IN NO CIRCUMSTANCES SHALL ANY OF THE DISCLAIMING PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF COST OR OTHER SAVINGS, OR DAMAGE SUFFERED OR COSTS AND EXPENSES INCURRED BY YOU (REGARDLESS OF WHETHER WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH LOSSES, DAMAGES, COSTS OR EXPENSES) OR BY ANY THIRD PARTY, OF ANY NATURE, OR FROM ANY CAUSE WHATSOEVER, WHETHER DIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL, DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATED TO: (A) THIS AGREEMENT; (B) ANY FAULTS IN the SITE OR THE SERVICES; (C) THE SUSPENSION, TERMINATION OR INABILITY TO USE ALL OR PART OF the SITE OR THE SERVICES, OR ANY INACCURACIES OR OMISSIONS IN ANY INFORMATION PROVIDED; (D) ANY FAULTS IN THE OPERATION OF the SITE OR THE SERVICES; (E) ANY OTHER CAUSE IN CONNECTION WITH THE FURNISHING, PERFORMANCE, MAINTENANCE, OR USE OF OR INABILITY TO USE ALL OR ANY PART OF the SITE OR THE SERVICES; OR (F) THE INSTALLATION, FURNISHING, PERFORMANCE, MAINTENANCE OR USE OF, OR INABILITY TO USE OR DELAYS OR INTERRUPTIONS IN, THE SITE OR THE SERVICES, NOTWITHSTANDING THAT WE HAVE BEEN ADVISED THAT DAMAGE OF THAT SORT MAY OR WILL ARISE. You understand and agree that the remedies, disclaimers and limitations in this Agreement allocate the risks of product and service nonconformity between the parties as authorized by the Uniform Commercial Code and other applicable laws. The fees charged by us for your use of the Site reflect and are set in reliance upon this allocation of risk and the limitation of liability, indemnities and exclusion of damages set forth herein.

16. Force Majeure.
Without limiting the generality of the disclaimers and limitations of liability set forth above, under no circumstances shall Inquisix be responsible for any loss or damage resulting directly or indirectly, in whole or in part, from any act of God, war, terrorism, civil disturbance, strike, natural calamity, flood, labor or material shortage, communications, computer, software, hardware, or equipment failure, act or omission of any utility, communications service, electrical outage or disturbance, or brown-out or black-out, common carrier, internet or network access or backbone provider or information provider, delay in mails, delay or inaccuracy in the transmission of orders or information, governmental or self-regulatory organization law, rule, or actions, or other cause beyond our control.

17. Indemnification.
You agree to indemnify and hold harmless and, at your expense, to defend us, the Disclaiming Parties and their respective officers, managers, employees, agents, controlling persons, successors and assigns (“Indemnified Parties”) from and against any cost, expense, liability, claim, loss or damage, direct, consequential, punitive and/or incidental in nature (including reasonable legal fees and other expenses) to which such Indemnified Party may become subject, insofar as such cost, expense, liability, claim, loss or damage arises out of, in connection with, or relates to any breach by you of any of the terms of this Agreement, any failure of you to perform any of your obligations under this Agreement or any default by you in the due payment of any amount for which you are responsible under this Agreement.

18. DCMA.
Inquisix processes, investigates, and responds to notifications of alleged infringement in accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws. Upon receipt of notices complying or substantially complying with the DMCA, Inquisix will act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity and will act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing. Notices of claimed infringement should be directed to: Inquisix, Inc., 6 Magnolia Avenue, Newton, MA 02458, USA, telephone: 617-467-5200, e-mail: privacy@inquisix.com. The words “Notice of Infringement” should be put in the subject line of all such notifications. Inquisix will respond to all notifications of claimed infringement of intellectual property rights in accordance with applicable laws.

19. Waiver.
The obligations set forth herein of a party to this Agreement may only be waived in writing by the other party to this Agreement and further, any such waiver or other failure to insist upon strict compliance with any obligation hereunder shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Notwithstanding the generality of the foregoing and in addition thereto, no failure or delay on the part of either party in exercising any right or remedy available hereunder for any one or more non-performance or other defaults shall be construed to prejudice any other right or remedy available hereunder for such or for any other or subsequent non-performance or other default.

20. Assignment.
This Agreement may not be assigned or transferred by you without our written consent. Any attempted assignment in violation of this provision shall be null and void. We may assign this Agreement at any time to any direct or indirect subsidiary or to any successor of ours that is established or prepared to provide the services described herein. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their heirs, administrators, successors and assigns.

21. Governing Law; Jurisdiction.
This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the Commonwealth of Massachusetts, without reference to principles of conflicts of laws. The parties hereby agree that any legal action or proceeding with respect to this Agreement or the subject matter of this Agreement shall be brought in the state or federal courts located within the Commonwealth of Massachusetts, and by acceptance of this Agreement, each party irrevocably submits to the jurisdiction of such courts, and irrevocably waives any and all objections it may have to venue in such courts.

22. No Agency.
No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement or by your usage of the Site.

23. Severability.
If any provision of this Agreement or the application thereof to any person or circumstance, for any reason or to any extent, shall be found by any court of competent jurisdiction to be illegal, invalid or unenforceable, the remainder of this Agreement and the application of that provision to other persons or circumstances shall not be affected but rather shall be enforced to the extent permitted by law so long as such provision still expresses the intent of the parties as expressed hereby. If the intent of the parties cannot thereby be preserved, the parties agree to enter into a legal, valid and enforceable substitute agreement that will achieve the objectives of this Agreement as it is written.