Terms of Service
1: Definitions
Unless stated otherwise in the Agreement, the capitalized terms in this document have the following meanings:
- “Access Credentials”: Refers to any means used to verify an individual's identity and authorization to access and use the Site, Services, or Provider Materials.
- “Affiliate”: Represents the parent, subsidiary, or entity under common control of a third party.
- “Authorized User”: Refers to an individual designated by the Customer authorized to use the Services according to the Terms.
- “Confidential Information”: As defined in Section 10.
- “Customer”: Includes both the individual user and the entity represented by the user.
- “Customer Data”: Encompasses information, excluding Resultant Data, obtained from the Customer or an Authorized User through the Services.
- “Customer Systems”: Denotes the Customer's information technology infrastructure.
- “Disclosing Party”: Either the Provider or Customer as defined in Section 10.
- “Documentation”: Refers to manuals, instructions, or other documents provided by the Provider describing the Services or Provider Materials.
- “Harmful Code”: Any software, hardware, or technology designed to harm or impede computer systems, networks, or data.
- “Intellectual Property Rights”: Include rights related to patents, copyrights, trademarks, trade secrets, and other intellectual property.
- “Law”: Any applicable statute, law, ordinance, regulation, rule, or other legal requirement.
- “Losses”: Encompasses all losses, damages, liabilities, judgments, settlements, and associated costs.
- “Permitted Use”: The authorized use of the Services for the benefit of the Customer's internal business operations by an Authorized User.
- “Person”: Refers to an individual, corporation, partnership, or other legal entity.
- “Personal Information”: Information identifying or capable of identifying a specific individual.
- “Process”: The action or set of operations performed by the Services on data, information, or content.
- “Provider Disabling Device”: Refers to a mechanism used by the Provider to disable access to the Services.
- “Provider Materials”: Includes Service Software, Specifications, Documentation, and other information provided by the Provider, excluding Customer Data.
- “Provider Personnel”: All individuals involved in providing Services on behalf of the Provider.
- “Provider Systems”: The information technology infrastructure used by the Provider in delivering the Services.
- “Receiving Party”: Either the Provider or Customer as defined in Section 10.
- “Reports”: Information deliverables provided to the Customer as part of the Services.
- “Representatives”: Individuals associated with a party, including employees, officers, directors, legal advisors, and agents.
- “Resultant Data”: Information derived from Processing Customer Data, sufficiently anonymized to prevent reverse engineering.
- “Services”: Offerings from the Provider as defined in Section 2.
- “Service Software”: The software application provided by the Provider for remote access and use as part of the Services.
- “Term”: The defined period in Section 11.
- “Territory”: Refers to the United States.
- “Third-Party Materials”: Materials and information not proprietary to the Provider, including open-source software and documents.
2: Services
During the Term, the Provider will make commercially reasonable efforts to provide Services to the Customer, including Reports and access to information databases, subject to specified conditions.
Service and Systems
The Provider retains control over the operation, maintenance, and management of the Site, Services, and Provider Materials. The Customer is responsible for the operation and use of Customer Systems and access to the Services.
Changes
The Provider may make changes to the Site, Services, and Provider Materials to enhance quality, competitiveness, or compliance with applicable laws.
Suspension or Termination of Services
The Provider may suspend, terminate, or deny access to the Services under specific circumstances, including legal demands, violations of the Agreement, or misuse of the Services.
Affiliates
The rights and obligations under the Agreement may be exercised by the Provider's Affiliates, with Value Buddy retaining responsibility for their actions.
3: Authorization and Customer Restrictions
Subject to payment and compliance with the Agreement, the Provider authorizes Customer access to and use of the Site, Services, and Provider Materials for the Permitted Use.
Registered Account Information
To access certain features, users may need to register, providing valid email addresses and Access Credentials. Users must be at least 18 years old.
Reservation of Rights
No rights are granted to the Customer regarding Intellectual Property Rights in the Site, Services, Provider Materials, or Third-Party Materials.
Limitations and Restrictions
Customer shall not access or use the Site, Services, or Provider Materials beyond the authorized scope, including copying, modifying, or creating derivative works.
4: Customer Obligations
Customer is responsible for the setup, maintenance, and security of Customer Systems. They must protect Access Credentials and report any unauthorized use promptly.
Effect of Customer Failure or Delay
Provider is not liable for delays caused by Customer's failure to fulfill obligations.
Corrective Action and Notice
Customer must take immediate measures to stop prohibited activities and notify the Provider of any such activity.
Non-Solicitation
Customer agrees not to recruit or solicit Provider's employees for a specified period.
5: Service Levels and Credits
Specific terms and conditions apply to service levels, credits, and scheduled downtime, agreed upon at the time of engaging Services or Provider Materials.
6: Data Backup
The services provided do not replace the necessity for the customer to maintain regular data backups or redundant data archives. The provider holds no obligation or liability for any loss, alteration, destruction, damage, corruption, or recovery of customer data.
7: Security
Provider Systems and Security Obligations
The provider will implement security measures according to industry practices, as outlined in the provider's Privacy Policy.
Data Breach Procedures
The provider maintains a data breach plan as per the criteria in the Privacy Policy and will execute the necessary procedures in the event of a data breach.
Customer Control and Responsibility
The customer retains sole responsibility for customer data, information, instructions, materials, information technology infrastructure, and access credentials. The customer is also responsible for employing controls and safeguards to secure access to the services.
8: Fees & Payment Terms
Fees
While registration for services and access to certain site sections are free, the provider may charge fees or require a subscription for specific services. The customer will be presented with fee terms before accessing such services.
No Deductions or Setoffs
All amounts payable to the provider under the terms shall be paid in full without any deductions, setoffs, counterclaims, or withholdings.
9: Intellectual Property Rights
Services and Provider Materials
All rights to the site, services, and provider materials remain with the provider. The customer has no rights, licenses, or authorizations except as expressly provided in the terms.
Reports
Upon delivery of reports, the provider grants the customer a non-exclusive, non-transferable license for internal business purposes, subject to terms and restrictions.
Customer Data
The customer retains ownership of customer data, and by accessing the services, grants necessary rights and permissions to the provider.
10: Confidentiality
Confidential Information
Both parties may disclose confidential information, with exclusions as defined. Resultant data received by the provider is not considered customer's confidential information.
Permitted Use & Obligations
The receiving party agrees to use confidential information only as necessary, disclose it to authorized personnel, safeguard it, and comply with terms. Upon termination, return or destruction of confidential information is required.
Compelled Disclosures
In case of compelled disclosure, the receiving party must notify the disclosing party and provide assistance as needed.
11: Term and Termination
Effective Date
The term begins upon accessing the site, services, or provider materials and continues until termination.
Termination
Either party may terminate the agreement for breach. Upon termination, the customer must cease using the services, and the provider will delete customer data upon reasonable notice.
Surviving Terms
Certain sections survive termination, as outlined in the terms.
12: Representations and Warranties
Mutual Representations and Warranties
Both parties represent their legal standing and authority to enter into the agreement.
Customer Representations and Warranties
The customer represents ownership of or necessary rights and consents for customer data.
Provider Representations and Warranties
The provider represents its capability to perform services professionally and in compliance with industry standards.
Disclaimer & Acknowledgment
The provider disclaims warranties, and the customer acknowledges the informational nature of the site, services, and provider materials.
13: Indemnity
Provider Indemnification
The provider indemnifies the customer against certain claims related to intellectual property rights.
Customer Indemnification
The customer indemnifies the provider against claims related to customer data, materials, or the customer's use of services.
Indemnification Procedure
Procedures for indemnification are outlined, including notice and cooperation.
14: Limitations of Liability
Exclusions
The provider disclaims liability for specific losses or damages.
Limit
The aggregate liability of the provider is limited to the amounts paid by the customer.
No Use
The provider is not liable for compensation arising from the customer's inability to use the services.
15: Force Majeure
The provider is not liable for failure or delay due to circumstances beyond its control.
16: Arbitration
Informal Resolution
Disputes are first attempted to be resolved informally.
Binding Arbitration
Unresolved disputes are settled by binding arbitration, with exceptions.
Rules & Procedure
Arbitration is administered by the American Arbitration Association under specified rules.
17: General Terms
Relationship of the Parties
The parties are independent contractors with no agency or partnership relationship.
Notices
Notices are sent via email or notifications to the site.
Choice of Law & Jurisdiction
Governing law is the State of Kentucky, with agreed-upon jurisdiction.
Complete Agreement
The terms constitute the entire agreement, superseding prior agreements.
Binding Effect & Assignment
The terms are binding, and assignment requires provider consent.
Waivers
Provider waivers must be in writing.
Severability
Unlawful or unenforceable terms are modified, and the remaining terms remain in force.
18: Questions, Comments & Support
Inquiries can be directed to buddy@hellovaluebuddy.com.
