Built To Sell Terms & Conditions of Use
Effective Date of Terms & Conditions of Use: November 8, 2011
This website and related software, tools, applications, functions, facilities and services, associated media, and online or electronic documentation (collectively, “The Sellability Score” “Built to Sell ”, or the “Service”) is operated and maintained by Built to Sell Inc. (“Built to Sell”).
By using the Service, you (“User”) agree to use it in strict accordance with, and to be bound by, all of the terms and conditions contained in these Website Terms & Conditions of Use (these “Terms”).
The User of this website can receive an assessment of how sellable their business is. This assessment is based on the expertise and experience of the Built to Sell team along with our ongoing quantitative research into what makes a business sellable. In any event, they are subjective opinions. But you should not rely on them for any specific action. This remains true even when you have provided us with additional information. Built to Sell is not a business broker, mergers and acquisitions professional or financial advisor and should not be relied upon as such.
The information is provided for your internal use only and may not be copied or redistributed for any reason. You may not use the information for any commercial purpose, including, but not limited to, as a factor in establishing an individual’s eligibility for creditor insurance to be used primarily for personal, family, or household purposes, employment purposes, or to receive a loan. This information is provided “as is” without warranty of any kind. The information is the intellectual property of Built to Sell. In no event will Built to Sell or its Licensees be liable in any way with regard to such information. Your use of the information must in all cases comply with all applicable laws and regulations.
Access to the Web Site
Subject to User’s compliance with these Terms, Built to Sell grants you a limited, revocable, nonexclusive license to access the Service located at www.SellabilityScore.com and/or www.BuiltToSell.com for your own personal use. You may not sub-license your rights hereunder to a third party, and this license does not extend to: (a) access to the Web Site by posting agents; or (b) any manual or automatic collection, aggregation, copying, duplication, display or derivative use of the Web Site (or any information or content on the Web Site), and/ or the Service, nor any use of data mining, robots, spiders, or similar data gathering and extraction tools for any purpose unless expressly permitted by Built to Sell. A limited exception to (b) is provided to general purpose Internet search engines and non-commercial public archives that use such tools to gather information for the sole purpose of displaying hyperlinks to the Web Site, provided they each do so from a stable IP address or range of IP addresses using an easily identifiable agent.
The Service is protected by copyright pursuant to Canadian and U.S. copyright laws, international treaties and other copyright laws. The Service contains copyrighted material, trademarks, databases and other proprietary information of Built to Sell, and others, including, without limitation, Sellability Score Licensee’s (collectively, “Proprietary Material”), which may include, but shall not be limited to: text, software, photos, video, graphics, images, data, music and sound. User agrees not to modify, publish copy, transmit, participate in the transfer or sale of, create derivative works of, or in any way exploit, in whole or in part, any Proprietary Material without prior written authorization from Built to Sell.
Conditions of Access To User’s Account
Some aspects of the Service may require registration and login. User is responsible for protecting the confidentiality of User’s identification and/or password and is responsible for all use of User’s accounts whether expressly authorized by User or not.
User agrees that it will not (and will not permit others) to:
- use “robots” “spiders”, “web crawlers” or other automated or robotic devises to scrape, collect or otherwise harvest information of any kind;
- Intentionally or unintentionally violate any applicable local, state, national or international law or requirement of a regulatory authority;
- Perform any action that could result in excessive usage that adversely impacts the performance of the Service for other users;
- use the Service in any way that violates these Terms.
No Liability for Reliance
Built to Sell does not represent or endorse the accuracy or reliability of any advice, opinion, statement or any other information displayed or distributed through the Sellability Score and/ or on the Web Site www.SellabilityScore.com or www.BuiltToSell.com. User acknowledges that any reliance upon any such opinion, advice, statement, or other information shall be at User’s sole risk.
Payment for all and any goods or services on the Web Site are in Canadian dollars and exclude any applicable taxes, unless expressly stated otherwise. To the extent permissible under law, you are responsible for any applicable taxes, whether or not they are listed on your receipt or statement. If you purchase any goods or services, you agree to pay, using a valid credit card (or other form of payment that we may accept from time to time), the applicable fees and taxes (if any) set forth in the offer that you accepted. We reserve the right, upon prior notice to you, to change the amount of any fees and to institute new fees. All authorized charges will be billed to your designated credit card account (or other payment method) on the terms designated by our third party payment processor. It is your responsibility to ensure that sufficient funds are available to cover the charge(s). Built to Sell has no liability for overdraft or other fees that you may incur as a result of the processing of your payment by our third party payment processor.
To purchase any goods or services from Built to Sell, you may be taken away from the Web Site and directed to a payment gateway, via a secure connection from your computer, through which you will provide your credit card or other payment information, so that it may be passed to our third party payment processor for payment. Your payments are subject to the terms and conditions and privacy policies of such third parties. Built to Sell and its affiliates, parent, officers, directors and employees, disclaim all liability in connection with any third party’s use or misuse of same.
Built to Sell reserves the right to immediately terminate your access to the Service and/ or the Web Site at any time for any reason with or without notice. Without limiting the foregoing, Built to Sell may block or terminate your access to the Service if Built to Sell, in its sole discretion, believes you are violating these Terms.
User agrees to indemnify, hold harmless, and defend Built to Sell and its affiliated companies, and their respective predecessors, successors, and assigns, and all of their respective current and former officers, directors, shareholders, agents, and employees (the “Indemnified Parties”) from any and all actions, cause of actions, suits, proceedings, claims, and/or demands of any third party (and all resulting judgments, bona fide settlements, penalties, damages, losses, liabilities, costs, and expenses (including without limitation, reasonable attorneys’ fees and costs)), which arise out of: (a) User’s actual or alleged breach of these Terms, (b) any negligent act or omission by User, or (c) any third party claim, action, or demand related to User’s use of the Service (each a “Claim” and collectively “Claims”). Built to Sell may, at its expense, employ separate counsel to monitor and participate in the defense of any Claim. Built to Sell will provide you with reasonably prompt notice of any Claim it receives.
THE SERVICE, INCLUDING, WITHOUT LIMITATION, THE WEB SITE, IS PROVIDED “AS IS” AND BUILT TO SELL HEREBY DISCLAIMS ALL OTHER WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, OR QUIET ENJOYMENT AND FROM VIRUSES AND OTHER HARMFUL DEVICES. BUILT TO SELL DOES NOT WARRANT THAT THE SERVICE IS ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. BUILT TO SELL EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF FITNESS FOR AN INTENDED PURPOSE, PROPER WORKMANSHIP, NON-NEGLIGENCE, NON-INFRINGEMENT, AND ANY LIABILITY IN CONNECTION WITH YOUR PROVISION OF YOUR CREDIT CARD OR ACCOUNT INFORMATION. YOU USE THE SITE AT YOUR OWN RISK. UNDER NO CIRCUMSTANCES SHALL WE, OUR AFFILIATES, OR ANY OF OUR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR CONTRACTORS BE LIABLE FOR ANY DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, MULTIPLIED OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY OF THE WEB SITE’S CONTENT OR REPORTS, ACTS OR OMISSIONS, NEGLIGENCE, LOSS OF DATA, LOST BUSINESS OR LOST PROFIT ARISING OUT OF YOUR OR ANY THIRD PARTY’S USE OR THE INABILITY TO USE THE WEB SITE, AND/OR THE WEB SITE’S CONTENT. IF YOUR USE OF THE WEB SITE RESULTS IN ANY INTERRUPTION, IMPAIRMENT OR LOSS OF, OR YOUR NEED TO SERVICE, REPAIR OR CORRECT, ANY SOFTWARE, EQUIPMENT, SYSTEMS OR DATA, YOU AGREE TO ASSUME, AND HOLD US HARMLESS FROM, ANY COSTS AND LOSSES IN CONNECTION THEREWITH. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY BUILT TO SELL OR ITS AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED HEREIN. SOME U.S. STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
Limitations on Liability
BUILT TO SELL AND ITS LICENSEES ARE NOT AND SHALL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING FROM THE USE OF OR THE INABILITY TO USE THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY NEGLIGENT ACTS OR OMISSIONS IN PROCURING, COMPILING, COLLECTING, INTERPRETING, REPORTING, COMMUNICATING OR DELIVERING INFORMATION CONTAINED ON OR THROUGH THE WEB SITE. THIS DISCLAIMER OF LIABILITY INCLUDES, BUT IS NOT LIMITED TO, ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION, TRANSMISSION OR DELIVERY, COMPUTER VIRUS, COMMUNICATIONS LINES FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF OR USE OF RECORDS, DATA, PROGRAMS OR FILES, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE OR UNDER ANY OTHER CAUSE OF ACTION.
IN NO EVENT SHALL BUILT TO SELL OR ITS LICENSEES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF THE USE OR PERFORMANCE OF THE SERVICE, EVEN IF BUILT TO SELL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME U.S. STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.
The Service may make available to users certain community-based features that may allow users, without limitation, to post articles or blogs, exchange messages with other users, and participate in chat rooms, newsgroups, and other similar forums for the exchange of information of interest to the Built to Sell community (collectively the “Forums”).
You agree, through your use of the Service, that you will not use the Forums to post any material which:
- restricts or inhibits any other user from using and enjoying the Web Site or the Service;
- is unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent;
- falsely states or otherwise misrepresents your affiliation with any person or entity;
- constitutes or encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate law;
- violates, plagiarizes or infringes the rights of third parties including without limitation, copyright, trademark, patent, rights of privacy or publicity or any other proprietary right;
- contains a virus or other harmful component;
- contains advertising of any kind; and
- constitute false, misleading or deceptive indications of origins or statements of fact.
Postings and Submissions
By uploading files, posting messages or other content, inputting data or engaging in any other form of communication (individually or collectively “Communications”) to or with the Web Site, you hereby warrant and represent that you are the owner of your Communications or you have all rights necessary to upload, post, transmit and otherwise share and/or use any such Communications for your intended purpose. User hereby grants to Built to Sell a perpetual, worldwide, irrevocable, unrestricted, non-exclusive, royalty free license to use, copy, license, sublicense, adapt, distribute, display, publicly perform, broadcast, reproduce, transmit, modify, edit and otherwise exploit such Communications, in all media now known or hereafter developed. User hereby waives all rights to any claim against Built to Sell for any alleged or actual infringements of any proprietary rights, rights of privacy and publicity, moral rights and rights of attribution in connection with the Communications.
Built to Sell has no obligation to monitor this Web Site or any portion thereof. However, Built to Sell reserves the right to monitor and review any User Content and User activity on the Web Site and remove, delete, redact or otherwise modify User Content or block or terminate User access to the Web Site, in its sole discretion, at any time and from time to time, without notice or further obligation to you. Built to Sell has no obligation to display or post any User Content. Built to Sell shall have no liability in connection with any User Content submitted to, transmitted via, or displayed or posted on this Web Site or through the Service.
Links to Third Party Sites
The Web Site may contain hyperlinks to web sites operated by parties other than Built To Sell. Such hyperlinks are provided for reference only. Built To Sell does not control such web sites, and is not responsible for their contents or any products, services or information offered on such web sites. Built To Sell’s inclusion of hyperlinks to such web sites does not imply any endorsement of the material on such web sites or any association with their operators.
Right to Modify Terms
Built To Sell has a right to modify the Terms in any manner and at any time, with or without cause, in Built To Sell’s absolute discretion and without notice or liability. Any modification is effective immediately upon posting the modification on the Web Site. User’s continued use of the Service following any modification of these Terms shall be conclusively deemed an acceptance of any modification. User’s only right and remedy with respect to any dissatisfaction with any modification made pursuant to this provision, or any policies or practices of Built To Sell in providing the Service, is to cease use of the Service.
Right to Modify Service
Built To Sell may at any time, without notice or liability, change or eliminate any content or feature of the Service, or restrict the use of any portion of the Service. User’s only right and remedy with respect to any dissatisfaction with any service-related change or elimination is to cease use of the Service.
Governing Law and Jurisdiction
The laws of Ontario, Canada shall govern these Terms as if you signed these Terms in Ontario. The provisions of these Terms that conflict with or are inconsistent with applicable governing law will be superseded and/or modified by such applicable law only to the extent such provisions are inconsistent. The parties agree to submit to the Ontario court for exclusive jurisdiction of any dispute arising out of or related to the Web Site, the Service or these Terms.
The failure by Built To Sell to require performance of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by Built To Sell of a breach of any provision hereof be taken or held to be a waiver of the provision itself.
In the event that any provision of these Terms shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render these Terms unenforceable or invalid as a whole. Built To Sell will amend or replace such provision with one that is valid and enforceable and which achieves, to the extent possible, the original objectives and intent as reflected in the original provision.
User may not assign these Terms.
These Terms and any documents referenced herein constitute the complete and exclusive agreement between you and Built To Sell with respect to use of the Web Site and the Service, and supersede and govern all prior proposals, agreements, or other communications relating thereto.
© 2011 Built To Sell Inc. All Rights Reserved.