Blue Book Services
TERMS OF USE

IMPORTANT - PLEASE READ CAREFULLY:

These Terms of Use (or "Agreement") constitute a legal agreement between you (either an individual person or a single legal entity, who will be referred to in this Agreement as "you")and Blue Book Services ("BBS") regarding your use of BBS Products and Services, including software products and any associated media, printed materials and electronic documentation (the "Software"), information and reports from the Blue Book database delivered in any print or electronic format (the "Database"), and the BBS web site and web-based applications ("Web Site"). The Software, Database and Web Site are collectively referred to herein as "Products and Services." The Products and Services also include any software updates, add-on components, web services and/or supplements that Produce Reporter Co. may provide to you or make available to you after the date you first access the Products and Services or obtain your initial copy of any Products and Services to the extent that such items are not accompanied by a separate license agreement or terms of use. Your use of the Products and Services following an opportunity to review this Agreement shall constitute acceptance of its terms.

1. Ownership

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.

b You may use the Web Site with the number of users limited to the number of user licenses designated by BBS in the Blue Book Membership Agreement entered into between you and BBS. BBS reserves the right to audit of number of users accessing the Products and Services.

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 install and use the Software, if provided via CD-ROM or other offline medium, on a single computer system (a network server) with the number of users able to access the Software and Database within the network limited to the number of user licenses designated by BBS in the Blue Book Membership Agreement entered into between you and BBS.

f) 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.

g) 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.

h) 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.

i) 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.

j) 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.

k)If you use the Products and Services by or for any unit or agency of the United States Government, this provision applies. The Products and Services shall be classified as "commercial computer software", as that term is defined in the Federal Acquisition Regulation (the "FAR") and its supplements. BBS represents that the Products and Services were developed entirely at private expense, that no part of the Products and Services was first produced in the performance of a Government contract, and that no part of the Products and Services is in the public domain.  The Products and Services are restricted computer software delivered subject to the terms of these Terms of Use and (i) FAR 12.212(a); (ii) FAR 52.227-19; or (iii) FAR 52.227-14(ALT III), as applicable.

l) If you use the Products and Services by or for the United States Department of Defense, this provision applies.   The Products and Services are delivered subject to these Terms of Use and either (i) in accordance with DFARS 227.7202-1(a) and 227.7202-3(a), or (ii) with restricted rights in accordance with DFARS 252.227-7013(c)(1)(ii) (OCT 1988), as applicable.

3. Term

The grant of license herein 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

If you provide any message or information to BBS via the Products and Services, or otherwise, you guarantee to BBS that you have the legal right to do so, and that it will not violate any law or the rights of any person. You also guarantee that any information provided is to the best of your knowledge and belief, true, correct, accurate, and not misleading.  By providing any message or information, you grant to BBS the royalty-free irrevocable, perpetual, worldwide right to use, distribute, display and create derivative works from this material, in any and all media, in any manner, in whole or in part, without any restriction or responsibilities to you. (Please see BBS’s Privacy Policy posted on the Web Site for information on BBS’s use of information you may provide.)

5. Indemnification

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

BBS warrants the diskette(s) or CD-ROM or other offline medium on which the Products and Service are furnished, if any, shall be free from defects in materials and workmanship under normal use for a period of ninety (90) days from the date of delivery to you.  You assume responsibility for the selection of the Products and Services to achieve your intended results, and for the installation, use, and results obtained from the Products and Services.

EXCEPT AS EXPRESSLY STATED ABOVE, 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 the replacement of any nonconforming diskette or CD-ROM or other offline medium on which the Products and Services are furnished.  Any nonconforming diskette or CD-ROM or other offline medium must be returned to BBS within 30 days of the expiration of the warranty period.

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.

9. General

(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 & Amendment.  Your use of the Products and Services is also governed by the terms and conditions set forth in the BBS Blue Book Membership Agreement and the End User Terms and Conditions.  A link to the End User Terms and Conditions is provided here. If for any reason you are unable to access this document online, please telephone us at 630-668-3500.  Use of the Products and Services without your assent to these additional terms is prohibited.

DATE OF LAST MODIFICATION: June 19, 2009