Blue Book Services
IMPORTANT - PLEASE READ CAREFULLY:
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
Products and Services following an opportunity to review this Agreement shall constitute acceptance of its terms.
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
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
(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
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.
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.
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.
(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 theCounty 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.
(e) Additional License Agreement. You as the end-user agree that all information from Chain Store Guide, LLC, which has been made available to you through the products and services of Blue Book Services, Inc., may only be used for business purposes. You further agree that you will not sell, distribute, disclose, rent, lease, or in anyway divulge any such information contained therein, in whole or part, to any third-party outside your own company.
(f) Third-Party Providers. No third party providing data or information to BBS will be liable to any end user for any loss
or claim from any errors in, omission from, or use of such data. All such data is provided on an "as is" basis. End users may not
create any derivative works from any Products or Services obtained though BBS regardless of the source of the data in question.
End users may not use such Products and Services in any manner that infringes on any third party content provider's intellectual
property rights, and end users are prohibited from redistributing same. End users are prohibited from allowing any party,
which is not authorized to access or use the Products or Services to access or use such data regardless of the source of the data in question.
Although BBS will generally publish notice to Members
following any such amendment constitutes your agreement to be bound by these
DATE OF LAST MODIFICATION: October 16, 2012