Terms of Use and Subscription Agreement
Welcome to the Business Growth Platform ("BGE") Web site (the "Site").
By using the Site, you (You) agree to follow and be bound by the following terms and conditions concerning your use of the Site ("Terms of Use") and our Privacy Policy. We (Us) may revise the Terms of Use and at any time without prior notice to you. We will inform you of any changes to the Privacy Policy.
Areas of the Site may have terms of use posted which are different than these. If there is a conflict between the Terms of Use and terms of use posted for a specific area of the Site, the latter shall have precedence with respect to your use of that area of the Site.
The Site
BGE's Site includes, but is not limited to, a browser interface, data storage, encryption, transmission, and manipulation, synchronization software for customer relationship management, data deployment, and related project management services.
The services provided by BGE in conjunction with this Site may change over time; the Terms and Conditions herein and as amended apply regardless of any change in the services provided by BGE in conjunction with the Site.
As used in these Terms and Conditions the words "You" and "Yours" encompasses each user accessing the Site by means of a valid account established by You including, if you are a business entity, all employees or agents of Your business entity.
Use of Web Site Information and BGE software
Subject to the Terms and Conditions, you may download, view, copy and print documents and graphics from the Site. Any use of software and accompanying documentation you download from the Site is subject to the terms of the following software license agreement between you and BGE. You must read the license agreement and indicate your agreement to its terms prior to installing or using the software. All rights, title and interest not expressly granted are reserved.
BGE grants to You subject to these Terms and Conditions, an individual, personal, non-sub licensable, non-exclusive and non-transferable license to use the Site and BGE's proprietary Software ("BGE Software"), in object code form only, and only in accordance with the applicable end user documentation, if any, and solely in conjunction with these Terms and Conditions. Neither You (and if You are a Business Entity, none of Your employees, agents, representatives, or contractors) will, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the BGE Site or Software; modify, translate, or create derivative works based on the BGE Site or Software; or rent, lease, distribute, sell, resell, assign, or otherwise transfer rights to the BGE Site or Software; or remove any proprietary notices or labels on the BGE Site or Software.
Because the BGE Software is proprietary, You agree not to publish or disclose to third parties any evaluation of BGE's Site or Software without prior written consent from BGE. You acknowledge that BGE retains exclusive ownership throughout the world of all BGE Software, any portions or copies thereof, and all rights therein.
Use of Forums and Public Communication
"Forum" means a discussion group, chat area, bulletin board, news group, letter to BGE, its webmaster or employees, or e-mail function offered as part of the Site. You agree not to upload, email, post, publish or otherwise transmit through a Forum any content that: (a) is false or misleading; (b) is defamatory; (c) is harassing or invades another's privacy, or promotes bigotry, racism, hatred or harm against any group or individual; (d) is obscene; (e) infringes another's rights, including but not limited to intellectual property rights; (f) constitutes unsolicited bulk e-mail, "junk mail," "spam" or chain letters; or (g) violates any applicable laws or regulations.
Forums shall be used in a noncommercial manner only. You shall not distribute or otherwise publish any content containing a solicitation of funds, promotion, advertising, solicitation for goods or services, or other commercial matter. You agree not to solicit other users of the Site to use or join or become members of any commercial online or offline service or other organization. Except where expressly authorized by BGE, you agree not to collect or store personal data about other users.
By uploading, emailing, posting, publishing or otherwise transmitting content to any Forum or submitting any content to BGE, you automatically grant (or warrant that the owner of such rights has expressly granted) BGE a perpetual, royalty-free, irrevocable, nonexclusive right and license to use, reproduce, modify, adapt, publish, transmit and distribute such content on in any form, medium, or technology now known or later developed. In addition, you warrant that all so-called moral rights in the content have been waived.
Passwords and Security
You are responsible for maintaining the confidentiality of any password(s) you are given to access the Site, and are fully responsible for all activities that occur under your password(s). You agree to notify BGE immediately of any unauthorized use of your password(s).
Privacy Policy
BGE is concerned about the security of personal information we have collected from you and has taken reasonable steps to prevent unauthorized access to that information.
BGE will not rent, sell or otherwise make available to any third party any information that identifies you or your Bank Account or other method of payment. The preceding sentence notwithstanding, we may disclose such information to our vendors and subcontractors where necessary to allow us to provide the services to you, or to comply with applicable laws, regulations, or court or agency orders.
Confidentiality
For the purposes of this Agreement, Customer Data means all electronic data or information submitted by You to the Site. All Customer Data is owned exclusively by You. BGE may access Your User accounts, including Customer Data, solely to respond to service or technical problems at Your request. BGE shall not disclose or use any of Your Customer Data for any purpose outside the scope of these Terms and Conditions, except with Your prior permission.
Notwithstanding the foregoing, In the event BGE is legally compelled by judicial procedure, third party subpoena, or other governmental demand, to disclose any Customer Data, it shall take steps to provide you with notice thereof prior to any such disclosure, and shall cooperate with the You should You seek to obtain a protective order or other appropriate remedy in advance of such disclosure. BGE shall have no duty to provide you with such notice, however, unless you have provided to BGE appropriate contact information for such purpose, and such information is up-to-date when needed. BGE shall use its best efforts to contact you in the event that your Customer Data is the subject of such demand for disclosure, but assumes no liability in the event of a failure to do so.
Term of Agreement.
This Agreement commences on the date You accept it and continues until all User subscriptions granted in accordance with this Agreement have expired or been terminated. If You elect to use the Services for a 30-day free trial period and do not purchase a subscription before the end of that period, this Agreement will terminate at the end of the 30-day free trial period.
Term of Purchased User Subscriptions.
User subscriptions purchased by You commence on the start date specified in the applicable Order Form and continue for the subscription term specified therein. Except as otherwise specified in the applicable Order Form, all User subscriptions shall automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term. The per-unit pricing during any such renewal term shall be the same as that during the prior term unless We have given You written notice of a pricing increase at least 30 days before the end of such prior term, in which case the pricing increase shall be effective upon renewal and thereafter. Any such pricing increase shall not exceed 7% over the pricing for the relevant Services in the immediately prior subscription term, unless the pricing in such prior term was designated in the relevant Order Form as promotional or one-time.
Termination of Use
You agree that BGE may, in its sole discretion, terminate your access to the Site and any account(s) you may have in connection with the Site at any time.
Termination for Cause.
A party may terminate this Agreement for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
Third Party Web Sites, Content, Products and Services
The Site provides links to Web sites and access to content, products and services from third parties, including users, advertisers, affiliates and sponsors of the Site. You agree that BGE is not responsible for the availability of, and content provided on, third party Web sites. You should refer to the policies posted by other Web sites regarding privacy and other topics before you use them. You agree that BGE is not responsible for third party content accessible through the Site, including opinions, advice, statements and advertisements, and understand that you bear all risks associated with the use of such content. If you choose to purchase any products or services from a third party, your relationship is directly with the third party. You agree that BGE is not responsible for: (a) the quality of third party products or services; and (b) fulfilling any of the terms of your agreement with the seller, including delivery of products or services and warranty obligations related to purchased products or services. You agree that BGE is not responsible for any loss or damage of any sort you may incur from dealing with any third party.
Disclaimer
EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE, THE SITE, AND ALL CONTENT, MATERIALS, INFORMATION, SOFTWARE, PRODUCTS AND SERVICES PROVIDED ON THE SITE, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. BGE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. BGE MAKES NO WARRANTY THAT: (A) THE SITE WILL MEET YOUR REQUIREMENTS; (B) THE SITE WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR ANY SERVICES OFFERED THROUGH THE SITE WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SITE WILL MEET YOUR EXPECTATIONS.
ANY CONTENT, MATERIALS, INFORMATION OR SOFTWARE DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK. BGE SHALL HAVE NO RESPONSIBILITY FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY CONTENT, MATERIALS, INFORMATION OR SOFTWARE. BGE RESERVES THE RIGHT TO MAKE CHANGES OR UPDATES TO THE SITE AT ANY TIME WITHOUT NOTICE.
Limitation of Liability
IN NO EVENT SHALL BGE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR USE, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, ARISING FROM YOUR ACCESS TO, OR USE OF, THE SITE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Indemnity
You agree to defend, indemnify and hold harmless BGE, its officers, directors, employees and agents from and against any and all claims, liabilities, damages, losses or expenses, including reasonable attorneys' fees and costs, arising out of or in any way connected with your access to or use of the Site.
Note About Children
Minors are not eligible to use the Site, and we ask that they do not submit any personal information to us.
Export Restrictions/Legal Compliance
You may not access, download, use or export the Site, or the content, software, products or services provided on the Site in violation of U.S. export laws or regulations, or in violation of any other applicable laws or regulations. You agree to comply with all export laws and restrictions and regulations of any United States or foreign agency or authority, and not to directly or indirectly provide or otherwise make available the services and products of BGE in violation of any such restrictions, laws or regulations, or without all necessary approvals, including, without limitation, for the development, design, manufacture or production of nuclear, chemical or biological weapons of mass destruction. As applicable, you shall obtain and bear all expenses relating to any necessary licenses and/or exemptions with respect to your own use of the services of BGE outside the U.S. Neither the services of BGE nor the underlying information or technology may be downloaded or otherwise provided or made available, either directly or indirectly, (i) into Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria or any other country subject to U.S. trade sanctions, to individuals or entities controlled by such countries, or to nationals or residents of such countries other than nationals who are lawfully admitted permanent residents of countries not subject to such sanctions; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals and Blocked Persons or the U.S. Commerce Department's Table of Denial Orders. By agreeing to these Terms and Conditions of Use, you agree to the foregoing and represents and warrants that you are not located in, under the control of, or a national or resident of any such country or on any such list.
Payment and Billing Terms
BGE will bill your designated credit card each month for the upcoming month's service. You may also designate other payment options, such as payment by check for 6 months of service. You may discontinue service at anytime, simply notify us and we will stop billing. Unless previously agreed upon, monthly customers are under no long term contract and may cancel at anytime.
User Fees.
You shall pay all fees specified in all Order Forms hereunder. Except as otherwise specified herein or in an Order Form, (i) fees are quoted and payable in United States dollars (ii) fees are based on services purchased and not actual usage, (iii) payment obligations are non-cancelable and fees paid are non-refundable whether paid monthly or annually for licensed users fees or any other service provided by Us, and (iv) the number of User subscriptions purchased cannot be decreased during the relevant subscription term stated on the Order Form. User subscription fees are based on monthly periods that begin on the subscription start date and each monthly anniversary thereof; therefore, fees for subscriptions added in the middle of a monthly period will be charged for that full monthly period and the monthly periods remaining in the subscription term.
Invoicing and Payment.
You will provide Us with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to Us. If You provide credit card information to Us, You authorize BGE to charge such credit for all Services listed in the Order Form for the initial subscription term and any renewal subscription term(s). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, We will invoice You in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due net 30 days from the invoice date. You are responsible for maintaining complete and accurate billing and contact information in the Services.
Overdue Charges.
If any charges are not received from You by the due date, then at Our discretion, (a) such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, and/or (b) We may condition future subscription renewals and Order Forms on payment terms shorter than Net 30 at our discretion.
Suspension of Service and Acceleration.
If any amount owing by You under this or any other agreement for Our services is 30 or more days overdue (or 10 or more days overdue in the case of amounts You have authorized Us to charge to Your credit card), We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Our services to You until such amounts are paid in full.
Payment Disputes.
We shall not exercise Our rights under (Overdue Charges) or (Suspension of Service and Acceleration) if the applicable charges are under reasonable and good-faith dispute and You are cooperating diligently to resolve the dispute.
Taxes.
Unless otherwise stated, Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, " Taxes"). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by You, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against it based on Our income, property and employees.
Reservation of Rights.
Subject to the limited rights expressly granted hereunder, We reserve all rights, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.
Restrictions.
You shall not (i) permit any third party to access the Services except as permitted herein or in an Order Form, (ii) create derivate works based on the Services, (iii) copy, frame or mirror any part or content of the Services, other than copying or framing on Your own intranets or otherwise for Your own internal business purposes, (iv) reverse engineer the Services, or (v) access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services.
Ownership of Your Data.
As between Us and You, You exclusively own all rights, title and interest in and to all of Your Data.
ACCEPTABLE USE POLICY ("AUP") All products and services provided by BGE may be used for lawful purposes only. Transmission or storage of any information, data or material in violation of any United States Federal, State or local laws is strictly prohibited. Customer agrees to indemnify and hold harmless BGE from any claims resulting from Customer's use of the service which damages Customer or any other parties, including attorney's fees. BGE will not be liable for any interruptions in service or other monetary loss related to enforcement of the BGE Terms of Service (TOS), including this Acceptable Use Policy.
BGE provides Customer with Web-based sales and marketing automation software that includes e-mail, fax, voice broadcast, e-Commerce and affiliate functionality. All services provided must be used by Customer in compliance with the BGE Terms of Service.
Customer agrees to use BGE services in a manner that is legal, appropriate and in conformity with industry standards and to respect the privacy of consumers. More specifically, Customer agrees to abide by BGE's requirements governing the use of the various components of the services, as described below:
BGE strictly prohibits any involvement in Unsolicited Commercial E-mail campaigns (UCE, more commonly called "Spam").
Suggestions.
We shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by You, including Users, relating to the operation of the Services.
If you have any questions regarding these Terms of Use, please contact BGE at support@totalbge.com.
If you have any questions regarding these Terms of Use or if you have any other questions regarding the Site, please contact BGE at http://www.totalbge.com or telephone: 1.801.673.7949.