This Agreement between the
user who is registering for TroyTheLocator.com.com service ("User") and
TroyTheLocator.com LLC ("TroyTheLocator.com") sets forth the terms and
conditions governing the delivery of services by TroyTheLocator.com and the
payment for and use of such services by User.
During the term of this
Agreement, User shall pay TroyTheLocator.com the charges described on the
TroyTheLocator.com.com services selected by User.
TroyTheLocator.com.com Terms and Conditions listed below are a part of this
This Agreement has been
reviewed by and is acknowledged by an authorized representative of User and
becomes effective on the date when received by TroyTheLocator.com in Ft
TERMS AND CONDITIONS
During the term of this
Agreement, User may access TroyTheLocator.com's computer-assisted, online
data retrieval service known as TroyTheLocator.com (the "Network") and the
information included therein, on the following terms and conditions:
1. ACCESS TO
TroyTheLocator.com grants to User a nontransferable, nonexclusive license
to access the Network and the information included therein during its
normal hours of operation solely for the purpose of performing research
and related work in the regular course of User's business. Except as
otherwise provided herein, such license includes the right to transfer in
substance the portions of information made available to User through the
Network ("Information") in machine-readable form to a storage device under
User's exclusive control and to temporarily store such Information in
order to quote the same in memoranda, briefs and similar work product
created by User. User shall not store or use Information in a searchable
TroyTheLocator.com reserves the right at any time and without prior notice
to User to change the Network's hours of operation or to limit User's
access to the Network in order to perform repairs, make modifications or
as a result of circumstances beyond TroyTheLocator.com's reasonable
control. TroyTheLocator.com may add or withdraw products or services to or
from the Network from time to time or change prices for transactions and
will notify User of such changes.
2. WARRANTY OF USER.
User represents that
it is not in the business of licensing, selling, or creating for its
customers, a computer-assisted, online data retrieval service.
3. BILLING AND
Unless other payment
terms are agreed to by TroyTheLocator.com, all charges for the
TroyTheLocator.com.com services purchased by the User will be immediately
charged to the credit card authorized by User. All charges are exclusive
of local sales, use, personal property and similar taxes, which will be
paid by User.
may modify the terms of this Agreement upon fifteen (15) days prior
notice. User may terminate this Agreement without charge within ten (10)
days after the announcement of any such modifications upon notice to
5. USER NAMES AND
shall access the Network using a user name and password selected by User.
User shall notify TroyTheLocator.com when any user names need to be
canceled for any reason.
6. UNAUTHORIZED USE.
User is responsible
and will be billed for all use of TroyTheLocator.com services made by user
names assigned to User. If User learns or suspects that unauthorized use
of its account is taking place, User shall notify TroyTheLocator.com
immediately and, in such event, TroyTheLocator.com will promptly replace
7. AVAILABILITY OF
will from time to time make available to User other products and services
made generally available by TroyTheLocator.com to users of the Network, on
such terms and conditions as TroyTheLocator.com deems appropriate. This
Agreement alone does not grant User access to or use of other
TroyTheLocator.com's products and services. User acknowledges that User
may be required, as a condition precedent to the use of additional
products, to enter into additional agreements with TroyTheLocator.com or
third parties with respect to those products.
that it obtains only license rights under this Agreement and acquires no
ownership rights, title or interest, including without limitation
copyrights, to the Network, its contents or programming or to the
9. THIRD PARTY
that access to and use of the Network may be subject to restrictions
imposed by third parties, including without limitation information
suppliers, and that TroyTheLocator.com's agreements with such third
parties may require TroyTheLocator.com to deny or otherwise restrict
User's access to certain information available through the Network. User
agrees to comply with all such restrictions of which User receives notice,
whether such notice is provided in writing or given online, and such
restrictions are incorporated herein by reference. IN THE EVENT OF ANY
CONFLICT BETWEEN THIS AGREEMENT AND THE TERMS AND CONDITIONS IMPOSED BY
THIRD PARTIES, THEN THE THIRD PARTY TERMS AND CONDITIONS WILL APPLY.
Further, User agrees to respect and comply with all copyright notices
applicable to the databases and other services and products relating to
the TroyTheLocator.com Network.
10. RIGHTS OF
User agrees that any
TroyTheLocator.com database supplier shall have the right to assert or to
enforce any of the provisions of this Agreement directly on its own
11. DISCLAIMER OF
NEITHER TROYTHELOCATOR.COM NOR ANY DATABASE SUPPLIER MAKES ANY
PREPRESENTATION OR WARRANTIES REGARDING THE PERFORMANCE OF THE NETWORK OR
THE ACCURACY OF ANY INDEXING, DATA ENTRY OR ANY INFORMATION INCLUDED IN
TROYTHELOCATOR.COM OR ANY DATABASE SUPPLIER PERSONNEL RENDERING ADVICE TO
USER REGARDING THE DEVELOPMENT (INCLUDING, WITHOUT LIMITATION, WORDING,
SPACING, FORM AND COMPLETENESS) OF ANY LOCATE REQUESTS OR RENDERING
STATEMENTS TO THE USER ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICE,
ARE NOT AUTHORIZED TO MAKE ANY REPRESENTATIONS OR WARRANTIES TO USER
REGARDING THE ACCURACY OR ADEQUACY OF SUCH REQUESTS, AND USER HEREBY
ASSUMES FULL RESPONSIBILITY FOR THE FORMATION AND RESULTS OF ALL LOCATE
USER ACKNOWLEDGES THAT NEITHER TROYTHELOCATOR.COM NOR ANY DATABASE
SUPPLIER WARRANTS OR GUARANTEES THE TIMELINESS, CURRENTNESS, ACCURACY,
COMPLETENESS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE
INFORMATION OR SERVICES PROVIDED, AND TROYTHELOCATOR.COM AND ANY DATABASE
SUPPLIER SPECIFICALLY DISCLAIM ALL SUCH WARRANTIES.
USER ACKNOWLEDGES THAT EVERY BUSINESS DECISION INVOLVES THE ASSUMPTION OF
A RISK AND THAT NEITHER TROYTHELOCATOR.COM NOR ANY DATABASE SUPPLIER, IN
FURNISHING THE INFORMATION TO THE USER, DOES OR WILL UNDERWRITE THAT RISK
IN ANY MANNER WHATSOEVER. THE USER THEREFORE AGREES THAT NEITHER
TROYTHELOCATOR.COM NOR ANY DATABASE SUPPLIER WILL BE LIABLE FOR ANY LOSS,
DAMAGE OR INJURY CAUSED IN WHOLE OR IN PART BY TROYTHELOCATOR.COM'S OR THE
DATABASE SUPPLIER'S NEGLIGENCE IN PROCURING, COMPILING, COLLECTING,
INTERPRETING, REPORTING, COMMUNICATING OR DELIVERING THE INFORMATION.
12. USER'S REMEDIES
AND TROYTHELOCATOR.COM'S LIABILITY.
IN NO EVENT SHALL
TROYTHELOCATOR.COM OR ANY DATABASE SUPPLIER BE LIABLE FOR ANY SPECIAL,
INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT
LIMITATION, DAMAGES TO OTHER GOODS OR EQUIPMENT, LOST PROFITS, DOWNTIME
COSTS, LABOR COST, OVERHEAD COSTS OR CLAIMS OF CUSTOMERS OR CLIENTS OF
USER FOR SUCH COSTS.
13. TERM OF
AGREEMENT; EFFECTS OF TERMINATION.
The term of this Agreement shall extend from the Effective Date and shall
continue unless terminated by either party upon thirty (30) days prior
notice, or as otherwise provided herein.
In the event of any other default by either party, and a failure to cure
such default within ten (10) days after receipt of notice thereof, the
non-defaulting party may immediately terminate this Agreement. Except for
the indemnification rights set forth in Section 15, cancellation shall be
the sole remedy available to either party in the event of a default.
14. COMPLIANCE WITH
User shall not use
the Network in a manner contrary to or in violation of any applicable
federal, state, or local law, rule, or regulation, including without
limitation the Fair Credit Reporting Act (15 U.S.C.A. § 1681 et seq.).
User certifies that it will not use any information obtained by it through
the Network as a factor in establishing a consumer's eligibility for
credit or insurance, for employment purposes or for governmental licenses.
User will indemnify and hold harmless TroyTheLocator.com, its officers,
directors, employees and agents, and the elected and appointed officials
and employees, officers, directors and agents of the governmental and
other entities that have contributed information to or provided services
for the Network, against any and all direct or indirect losses, claims,
demands, expenses (including attorneys’ fees) or liabilities of whatever
nature or kind arising out of User's access to the Network, its use or
distribution of any Information or the Additional Products, except for
claims expressly covered by the warranty provided in Section 12 hereof.
TroyTheLocator.com will indemnify and hold User, its officers, directors,
employees and agents, harmless against any claim that the Network
infringes upon a United States copyright, patent or trade secret; provided
User immediately notifies TroyTheLocator.com in writing of the existence
of such claim, permits TroyTheLocator.com to assume the defense of such
claim, and cooperates with any reasonable requests of TroyTheLocator.com
in connection with such defense; and provided, further that the indemnity
given herein shall not apply if User resells or distributes Information to
This Agreement shall be governed by Florida law and may not be assigned by
User in whole or in part without the prior written consent of
All notices required
or permitted under this Agreement will be posted on the TroyTheLocator.com
site. Subscribers to TroyTheLocator.com will be notified of any changes to
the price or content via the email address provided by the User.
Failure by either party to insist in any one or more cases upon the strict
performance of any of the terms and conditions of this Agreement shall not
be considered a waiver or relinquishment for the future of any such term
or condition or of any other term or condition.
The terms and conditions set forth in this Agreement constitute the entire
agreement of the parties on the subject matter hereof, and any additional
or different terms or conditions set forth in any other document,
including without limitation any User purchase order, shall be of no
User will not name TroyTheLocator.com or refer to the use of
TroyTheLocator.com Services in any advertisements, promotional or