Terms and Conditions
I.I. “Business Data.” Shall mean information relating to Customer’s business or organization (such as customer satisfaction, units sold, number of employees, ect …) collected by Vendor.
I.II. “Customer.” Shall mean a party who enters into an Agreement to access and use a Vendor Website, Online-indicator.com, having an Online Benchmarking Tool incorporated therein.
I.III. “Data.” Shall mean the Business Data, information, and records collected, processed, or compiled by Vendor.
I.IV. “Database.” Shall mean an organized collection of Data stored in a Vendor computer and can be accessed electronically by Customer.
I.V. “Internet Service.” Shall mean providing access to the Internet and other related services via an Internet Service Provider.
I.VI. “Internet Service Provider.” Shall mean a business or organization that offers Customer access to the Internet and other related services.
I.VII. “Online Benchmarking Tool.” Shall mean an online tool that allows Customer to generate comparative metrics on a periodic basis and follow Customer’s position in standardized ranking tables that evaluate Customer’s position regarding customer satisfaction and employee morale.
I.VIII. “Vendor Service.” Shall mean providing access to and use of an Online Benchmarking Tool incorporated into a Vendor website, Online-indicator.com.
I.IX. “Secure Provider.” Shall mean a business or organization that offers individuals and businesses secure online payment services (for example, PayPal) using credit card, debit card, or bank account.
I.X. “Terminal.” Shall mean a remote access unit, generally in the form of a desktop personal computer system, a laptop computer system, a workstation, or any other computer processing device.
I.XI. “Vendor.” Shall mean a party who sells to Customer a Vendor Service, provides Customer with access to a use of the Vendor Service, and provides Customer with access to a use of an Online Benchmarking Tool.
This Agreement shall commence to be effective on the date of user registration and shall remain in effect for an initial term of one (1) year. Thereafter, this Agreement may be renewed for any number of successive terms of twelve (12) months each unless and until either party notifies the other, at least one (1) month prior to the next scheduled expiration date, of its election to terminate this Agreement at such time. Vendor reserves the right to change its fees, or any other term and condition, effective at the beginning of the ensuing renewal term.
Vendor will charge and Customer agrees to pay $ 39, $ 69 or $ 99.00 per month subscription to a Vendor depending on the level of Service selected for the (1) year period of the Agreement. This fee will be charged through credit card using a Secure Provider. This fee is non-refundable. As such, Customer should understand that these fees will not be refunded to Customer if this Agreement is terminated by either Customer or Vendor for any reason.
Vendor grants Customer, subject to the terms and condition of this Agreement a nonexclusive, nontransferable right and license:
IV.1. To access a Vendor Service, through use of a Terminal;
IV.II. In connection with the forgoing, to create printouts of generated comparative metrics and ranking tables. Customer may not, however, engage in such activity if it is for commercial sale, redistribution, broadcast, or transfer; and
IV.III. Vendor reserves all rights not expressly granted to Customer.
1. LIMITATION TO ACCESS AND USE OF AN ONLINE BENCHMARKING TOOL AND DATABASE.
V.I. Customer agrees to provide real and accurate Business Data to Vendor in a timely fashion as specified by an Online Benchmarking Tool.
V.II. Customer will only have access to and use of all or a portion of the Online Benchmarking Tool if Customer provides complete Business Data in a timely fashion for every period. In this regard, Customer should understand that if Customer only enters complete Business Data for one period then the Online Benchmarking Tool will not allow Customer to open one or more comparative metrics and/or ranking tables.
V.III. Vendor reserves the rights to terminate Customer’s access to and use of a Database for any reason and at any time. In this regard, Customer should understand that if Vendor becomes aware of any inconsistencies in Customer supplied Business Data then Vendor may temporarily prevent Customer’s access to the Database. In such a scenario, Vendor may once again provide Customer access to the Database when Customer provides real and accurate Business Data to Vendor.
In accordance with the terms of Vendor’s Website Privacy Statement, Vendor respects the privacy of its Customers and users of a Vendor Website, Online-indicator.com. Vendor encourages Customer to read its Website Privacy Statement at www.online-indicator.com/privacy.php so that Customer may make an informed decision about using the Vendor Website.
VII.I. Vendor may provide the minimum specifications for a Terminal, including a description of required equipment and computer programs. The minimum specifications may be posted as a list on the Vendor Website, Online-indicator.com. The list will be maintained by Vendor.
VII.II. Customer is responsible for procuring, installing, and maintaining Terminal(s) at Customer’s own expense. Customer is responsible for procuring, installing, and maintaining Internet Service(s) (including any installation costs, set up fees, equipment costs, and service charges) at Customer’s own expense.
Customer agrees to be solely responsible for selecting a nickname that will provide Customer with sufficient anonymity. In this regard, Customer should appreciate that Vendor provides a search service whereby users of a Vendor Service may narrow data (including, but not limited to, Business Data) associated with Customer’s nickname to a geographic region (including, but not limited to, a particular state, county or city) or a type of organization (including, but not limited to, fast retailer or medical office). As such, Customer may be identified by other users and/or third parties even though Customer has an anonymous nickname. If Customer selects Customer’s name (e.g., birth name or commercial entity name) as Customer’s nickname, Customer will disclose Customer’s name to other users and/or third parties. As a result, other users and/or third parties will be able to identify Customer, any data associated with Customer’s nickname that is included in the content of a Vendor Website, Online-indicator.com, and/or Customer activities on the Vendor Website.
Customer agrees to assume all responsibility for the security of passwords issued to Customer. Unless expressly approved in writing by Vendor in advance, a password is valid for use only in the United States. Passwords are subject to cancellation or suspension by Vendor at any time, including upon nonuse for such period as Vendor may determine, and reissuance or reactivation of such passwords may be subject to Vendor’s standard charges. If Customer believes that any password is being used by someone other than Customer, Customer must notify Vendor immediately. If such use was not due to Customer’s fault or negligence, or if Customer has previously notified Vendor to cancel the applicable password, Customer will not be charged fees for reissuance or reactivation of such passwords.
Online indicator, Online indicator’s logo, and any proprietary product or service names contained in a Vendor Website, Online-indicator.com, are either trademarks or registered trademarks of Vendor or its licensors. All rights are reserved. As such, Online indicator, Online indicator’s logo, and any proprietary product or service names contained in the Vendor Website may not be copied, imitated, or used, in whole or in part, without prior written permission of Vendor. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of Vendor, and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Vendor. All other trademarks, registered trademarks, product names, and company names or logos mentioned herein are the property of their respective owners.
Unless otherwise indicated, all Vendor Website content and materials, including, without limitation, the Online indicator logo, and all designs, text, graphics, other files, and the selection and arrangement thereof are the proprietary and copyrighted property of Vendor and/or its licensors. Customer may electronically copy and print to hard copy portions of the Vendor Website, Online-indicator.com, for the sole purpose of using content (including, but not limited to, information, data, and notices) and/or other materials it contains for informational use only. Any other use of the content and/or the other materials in the Vendor Website – including any reproduction for purposes other than described above, modifications, distributions, republications, display, or performance – without prior written permission of Vendor is strictly prohibited.
1. CLAIMS OF COPYRIGHT INFRINGEMENT; DESIGNATED AGENT.
If Customer believes that any material on a Vendor Website, Online-indicator.com, infringes upon any copyright that Customer owns or controls, or that any link on the Vendor Website directs users to another Website that contains material that infringes upon any copyright that Customer owns or controls, Customer may file a notification of such infringement with our Designated Agent. Such notification shall be in writing, and shall be delivered by registered U.S. mail or commercial overnight courier to Vendor’s Designated Agent at the ADDRESS OF RECORD.
1. BUSINESS DATA.
Customer agrees that any Business Data, provided by Customer to Vendor, is non-confidential and that Vendor shall have a perpetual, worldwide, nonexclusive license to use such Business Data in connection with a Vendor Website, Online-indicator.com, and include such Business Data in comparative metrics and ranking tables in the Vendor Website.
1. CONTENT – DATA.
Vendor and/or its third party licensors shall employ due care and attention in obtaining and maintaining Data. However, Customer acknowledges that any collection and compilation of Data entails the likelihood of some human error and machine errors, omissions, delays, interruptions, and losses, including inadvertent loss of Data or damage to media, which may give rise to loss or damage. Accordingly, Customer agrees that the Data on a Vendor Website, Online-indicator.com, is provided on an “AS IS” basis. In this regard, Customer acknowledges that Vendor is not responsible for errors or obsolescence of Data on the Vendor Website.
1. CUSTOMER CONDUCT AND RESPONSIBILITIES.
XV.I. Users only. Unauthorized individuals attempting to access a Vendor Website, Online-indicator.com, may be subject to prosecution.
XV.II. Vendor respects the intellectual property of others. As such, Vendor asks Customer to do the same. Vendor may, in appropriate circumstances and at its discretion, terminate the account of Customer if Customer infringes the intellectual property rights of Vendor, Vendor’s licensors, or others.
XV.III. Customer is responsible for complying with all local, state, and federal laws pertaining to the use and disclosure of content (including, but not limited to, information, Data, proprietary rights notices, and other notices) or other materials of the Vendor Website.
XV.VI. Customer agrees to take all reasonable steps to protect any electronic copy or hard copy of a portion of the Vendor Website as well as any associated content (including, but not limited to, information, Data, proprietary rights notices, and other notices) or other materials from unauthorized access, copying, and/or use.
XV.VII. Customer agrees to accept sole responsibility for any use of internet facilities conducted or permitted by Customer; the conduct of any business, advertising, marketing or sales in connection therewith; and any negligent or illegal act or omission of Customer or Customer’s agents, contractors, servants, employees, or other users or accesses.
Customer agrees that any materials, including, but not limited to, questions, comments, suggestions, ideas, plans, notes, drawings, original or creative materials, or other information, provided by Customer in the form of e-mail or submissions to Vendor, or postings on a Vendor Website, Online-indicator.com, are non-confidential and that Vendor shall have a perpetual, worldwide, nonexclusive license to use such materials in connection with the maintenance of the Vendor Website. The submission of any materials to Vendor irrevocably waives any and all “moral rights” in such materials, including the rights of paternity and integrity.
1. LINKING TO A VENDOR WEBSITE, ONLINE-INDICATOR.COM.
Customer is granted a limited, non-exclusive right to create a hyperlink to a Vendor Website, Online-indicator.com, provided such link does not portray Vendor or any of its products or services in a false, misleading, derogatory, or otherwise defamatory manner. This limited right may be revoked at any time. Customer may not use, frame, or utilize framing techniques to enclose any Vendor trademark, logo, or other proprietary information, including the images found at the Vendor Website, the content of any text, or the layout/design of any page or form contained on a page without Vendor’s express written consent. Further, Customer may not use any meta tags or any other “hidden text” utilizing a Vendor, trademark, or product name without Vendor’s express written consent. Except as noted above, Customer is not conveyed any right or license by implication, estoppel, or otherwise in or under any patent, trademark, copyright, or proprietary right of Vendor or any third party. Vendor makes no claim or representation regarding, and accepts no responsibility for, the quality, content, nature, or reliability of Websites linking to the Vendor Website.
1. THIRD PARTY LINKS.
Vendor may provide links to Web pages and content of third parties (“Third-Party Content”) as a service to those interested in this information. Vendor does not monitor, nor does it have any control over, any Third-Party Content. Vendor does not endorse or adopt any Third-Party Content and can make no guarantee as to its accuracy or completeness. Vendor makes no representations or warranties of any kind regarding such Third-Party Content, or any information contained therein, and undertakes no responsibility to update or review any Third-Party Content. When leaving a Vendor Website (i.e., Online-indicator.com), Customer should be aware that Vendor’s terms and policies no longer govern, and, therefore, Customer should review applicable terms and policies, including privacy and data gathering practices, of this site. Customer uses these links and Third-Party Content contained therein at Customers own risk.
Customer agrees to defend, indemnify, and hold Vendor, its independent contractors, service providers, and consultants, and their respective directors, employees, and agents, from and against any third-party claims, damages, costs, and expenses (including, but not limited to, reasonable attorney’s fees) arising out of Customer’s use or nonuse of a Vendor Website, Online-indicator.com, Customer’s use or nonuse of content (including, but not limited to, information, data, notices, and other materials) in the Vendor Website, or the use of any information, Data, or materials Customer provides, including, without limitation, any actual or threatened lawsuit, demand, or claim made against Vendor and/or its independent contractors, service providers, and consultants, that use the information, data, or materials provided infringes, misappropriates, or otherwise violates any copyright, trademark, right of publicity, or other proprietary right of any third party. Customer agrees to pay any judgment or reasonable settlement offer resulting from any such suit, demand, or claim.
A VENDOR WEBSITE (I.E., ONLINE-INDICATOR.COM), ITS CONTENT (INCLUDING, BUT NOT LIMITED TO, INFORMATION, DATA, AND NOTICES), AND OTHER MATERIALS OF THE VENDOR WEBSITE ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. VENDOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY, OR ACCURACY.
VENDOR DOES NOT REPRESENT OR WARRANT THAT ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, INFORMATION, DATA, AND NOTICES) AND OTHER MATERIALS IN THE VENDOR WEBSITE, INCLUDING, WITHOUT LIMITATION, ANY INFORMATION ABOUT VENDOR, ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. VENDOR SPECIFICALLY DISCLAIMS ANY LIABILITY FOR SUCH INACURRACIES, INCOMPLETENESS, UNRELIABILITY, OUT-OF-DATENESS, OR ERRORS. IT IS CUSTOMERS RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY CONTENT AND OTHER MATERIALS AVAILABLE THROUGH THE VENDOR WEBSITE. IT SHOULD BE UNDERSTOOD THAT IN NO EVENT WILL VENDOR BE LIABLE FOR THE RESULTS OF CUSTOMER’S USE OF THE CONTENT AND OTHER MATERIALS IN THE VENDOR WEBSITE, CUSTOMER’S INABILITY OR FAILURE TO CONDUCT BUSINESS, OR FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES.
VENDOR IS NOT LIABLE FOR DATA PRIVACY OF CUSTOMER IN ANY CASE. IN THIS REGARD, CUSTOMER SHOULD UNDERSTAND THAT VENDOR PROVIDES A SEARCH SERVICE WHEREBY USERS OF A VENDOR SERVICE MAY NARROW DATA (INCLUDING, BUT NOT LIMITED TO, BUSINESS DATA) ASSOCIATED WITH CUSOMER’S NICKNAME TO A GEOGRAPHIC REGION OR A TYPE OF RESAURANT. AS SUCH, CUSTOMER MAY BE IDENTIFIED BY OTHER USERS AND/OR THIRD PARTIES EVEN THOUGH CUSTOMER HAS AN ANONYMOUS NICKNAME. IN WHICH CASE, VENDOR IS NOT LIABLE FOR THE PRIVACY OF CUSTOMER DATA (INCLUDING, BUT NOT LIMITED TO, BUSINESS DATA).
VENDOR DOES NOT REPRESENT OR WARRANT THAT THE VENDOR WESITE OR ITS SERVER(S) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
VENDOR DOES NOT GUARANTEE CONTINUOUS, UNINTERUPTED OR SECURE ACCESS TO THE VENDOR WEBSITE.
VENDOR RESERVES THE RIGHT TO CHANGE ANY AND ALL CONTENT (INCLUDING, BUT NOT LIMITED TO, INFORMATION, DATA, AND NOTICES) AND OTHER MATERIALS CONTAINED IN THE VENDOR WEBSITE AT ANY TIME WITHOUT NOTICE. REFERENCE TO ANY PRODUCTS, SERVICES, PROCESSSES OR OTHER INFORMATION, BY TRADENAME, TRADEMARK, MANUFACUTER, SUPPLIER, OR OTHERWISE, DOES NOT CONSTITUTE OR IMPLY ENDORSEMENT, SPONSORSHIP, OR RECOMMENDATION THEREOF BY VENDOR.
1. LIMITATION OF LIABILITY.
IN NO EVENT SHALL VENDOR OR ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR ANY OTHER DAMAGES OF ANY KIND WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE, DELAY, OR INABILITY TO USE A VENDOR WEBSITE, ONLINE-INDICATOR.COM, OR THE CONTENT (INCLUDING, BUT NOT LIMITED TO, DATA, PROPRIETARY RIGHT NOTICES, AND OTHER NOTICES) AND OTHER MATERIALS CONTAINED IN, OR ACCESSED THROUGH, THE VENDOR WEBSITE EVEN IF VENDOR IS MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION ON LIABILITY INCLUDES, WITHOUT LIMITATION, ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY CUSTOMER ON ANY INFORMATION OBTAINED FROM VENDOR, OR THAT RESULTS FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR E-MAIL, ERROR, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMMUNICATIONS FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO VENDOR’S RECORDS, PROGRAMS, OR SERVICES.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF VENDOR (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE, OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY, OR OTHER THEORY) ARISING OUT OF OR RELATING TO THE USE OF THE VENDOR WEBSITE EXCEED ANY COMPENSATION CUSTOMER PAYS, IF ANY, TO VENDOR FOR ACCESS TO OR USE OF THE VENDOR WEBSITE, EVEN IF VENDOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL CLAIM, LOSS, OR DAMAGE. THE FORGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES SHALL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES.
1. APPLICABLE LAW.
1. TERMINATION OF USE.
1. SEVERABILITY AND NON-WAIVER.
1. QUESTIONS AND CONTACT INFORMATION.
General questions about a Vendor Website, online-indicator.com, may be directed to Vendor’s Customer Service at www.online-indicator.com/contact-us. Customer Service is staffed by knowledgeable employees capable of providing assistance regarding operating instructions for access to and use of the Vendor Website and associated services. Such assistance provided by Vendor is intended to relate to technical aspects of use of the Vendor Website and associated services. Vendor does not hold itself out as a professional expert and advisor regarding Customer’s computer and information needs. Further, Vendor’s representatives are not authorized to assist with the performance of professional work. If Customer requests and receives assistance in analyzing or using any content (including, but not limited to, information, Data, and notices) and/or other materials of the Vendor Website, such assistance shall be at Customer’s own risk and Vendor shall not be responsible or liable with respect to the results.
1. ADDRESS OF RECORD.
Online Indicator Corporation
5000 SW 199th Ave, Southwest Ranches, Florida 33332