TERMS OF USE

 

      1.   SCOPE OF AGREEMENT

The following Terms of Use (“Agreement”) govern the use of websites located at bbb.org; and bbbmarketplacetrust.org (the “Sites”), which includes the websites of the International Association of Better Business Bureaus, Inc.; separately incorporated Better Business Bureau organizations in the United States and Canada; BBB Foundations; and BBB Institute for Marketplace Trust (collectively, “BBB”). By accessing the Sites, you, the end user of the Sites (“you”), agree to be bound by and comply with the terms and conditions of this Agreement, which constitutes a valid and binding legal contract between BBB and you. If, at any time, you choose not to accept the terms and conditions of this Agreement, you do not have permission to access or use the Sites in any manner, and you should exit the Sites immediately.

Please take a few minutes to read this Agreement carefully.

Please note: BBB makes no representations or guarantees that information, content, or other materials on the Sites are accurate. BBB asks users who submit content to affirm that any information in the content is accurate, but BBB does not verify the accuracy of the information submitted by users. All content on the Sites is provided solely to assist users in exercising their own best judgment, and you acknowledge and agree that your access and use of all content made available on the Sites are at your own risk.

      2.   GRANT OF LICENSE

BBB hereby grants to you a personal, revocable, limited, non-exclusive, non-sublicensable, and non-transferable license to use and access the Sites solely for your direct use and not for sale, republication, or aggregation, conditioned on your continued compliance with all provisions of this Agreement (including without limitation any external terms and documentation linked or referenced herein).

When using the Sites under the foregoing license, you shall not directly or indirectly (a) use the Sites to create, supplement, or compile data for any service, website, application, or documentation that performs substantially the same functionality as the Sites, (b) disassemble, decompile, reverse-engineer or use any other means to attempt to discover any underlying code, algorithms, or trade secrets of the Sites, (c) encumber, sublicense, transfer, distribute, rent, lease, time-share or use the Sites in any service bureau arrangement or otherwise for the benefit of any third party, (d) adapt, combine, create derivative works of or otherwise modify the Sites, (e) disable, circumvent, or otherwise avoid or undermine any security device, mechanism, protocol, or procedure implemented in the Sites, (f) use or access the Sites for any unlawful, fraudulent, deceptive, tortious, malicious, or otherwise harmful or injurious purpose, (g) remove, obscure, deface, or alter any proprietary rights notices on any element of the Sites or accompanying documentation, or (h) use the Sites in any manner which could damage, disable, overburden, or impair the Sites or interfere with any third party’s authorized use of the Sites.

      3.   USER OBLIGATIONS

You represent that you are at least eighteen (18) years of age or the legal age of majority in your jurisdiction (whichever is greater) and will, at all times, provide true, accurate, current, and complete information (which you have all necessary rights, permission(s), or authority to provide) when submitting information to the Sites. In addition, you are responsible for compliance with all applicable laws, rules, and regulations with respect to your use of the Sites. If You access the Sites on behalf of any organization, your organization shall be bound to this Agreement and be liable for any breach by you. You represent that you have all rights, power, and authority to agree to this Agreement on behalf of Your organization.

The Sites are not intended for use or access by any individual under the age of thirteen (13) years, and BBB does not knowingly, willingly, or intentionally collect personal information from such individuals in any medium for any purpose.

      4.   INFORMATION AND PASSWORDS

You may be required to register an account to use the Sites or certain features of the Sites. Each registration is for a single user only, unless otherwise expressly agreed by BBB. Registration for access to and use of the Sites may also require access credentials, such as a username and a password, or adherence to other access requirements as designated by BBB in its sole discretion from time to time. You hereby agree to treat your access credentials as confidential and not to disclose such information to any third party without the prior express written consent of BBB, which may be withheld in its sole discretion. You shall immediately notify BBB if you suspect or become aware of any loss, theft, or unauthorized use of your login credentials. BBB will not be liable for any loss or damage arising from your failure (whether intentional or unintentional) to comply with these obligations. By submitting the requested information to the registration form on the Sites, you represent and warrant that the information you submit for registration is complete, true, accurate, and current in all respects. You must maintain and promptly update your submitted account information to ensure that such information is complete, true, accurate, and current. BBB reserves the right to suspend, terminate, or otherwise discontinue your account and/or pending registration if BBB has reasonable grounds to suspect that any information you have submitted is untrue, inaccurate, not current, or incomplete, or that your registration, account, or use of the Sites is in violation of applicable law or this TOU.

      5.   USER SUBMISSIONS

Certain features of the Sites may permit you to upload or submit User Content. “User Content” includes but is not limited to, any text, images, photos, audio, video, location data, ratings, reviews, complaints, compilations, messages or information that is publicly displayed by you. BBB asks users who submit User Content to affirm that any information in the content is accurate, but BBB does not verify the accuracy of the information submitted by users.

By submitting User Content to any part of the Sites, you represent and warrant that:

• You are the sole author and owner of any intellectual property protected User Content you submit;
• You are solely responsible for any contributions, comments or postings you submit, including any feedback or questions;
• All User Content that you post is accurate, complete, and true in all respects;
• You are at least 18 years old or the legal age of majority in your jurisdiction, whichever is greater;
• Your use and submission of the User Content does not violate this Agreement and will not cause injury to any person or entity;
• You have not been offered, have not accepted, and are not entitled to receive any compensation in any form and from any party in connection with submitted User Content; and
• You will indemnify, defend and hold harmless BBB, its officers, directors, employees and agents from any third party claim(s) and any damages, losses or injuries resulting from the display of your User Content.

You further agree and warrant that you will not:

• Submit any User Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, discriminatory, or otherwise objectionable;
• Submit any User Content that contains software viruses, malware, or any other computer code, files, scripts, tools, or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment;
• Submit any User Content that infringes, misappropriates, or otherwise violates any patent, trademark, trade secret, copyright or other proprietary rights of any party;
• Submit any User Content that is false, fraudulent, or misleading;
• Submit any Customer Review through a service that collects reviews and:
  1. discourages negative reviews
  2. imposes any process on negative reviews that prevents or delays their submission, or
  3. in any other way provides an inappropriate advantage to positive reviews
• Use the Sites for sales and marketing purposes;
• Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
• Invade another’s privacy in any way, including posting another’s personal details without their prior permission;
• Manipulate identifiers in order to disguise the origin of any User Content submitted;
• Act in a manner that affects other users’ ability to engage in real time exchanges; or
• Intentionally or unintentionally violate any applicable local, state, provincial, national or international law.

These Terms of Use also incorporate additional terms governing submission of complaints in the BBB Complaint Submission Terms and additional terms governing submission of reviews in the BBB Customer Review Submission Terms.

You acknowledge that BBB has the right in its sole discretion to remove, refuse, move, or delete any User submitted content or User account, regardless of whether such content violates this Agreement.

By submitting User Content to the Sites you hereby grant BBB a royalty-free, perpetual, irrevocable, fully transferable, freely sublicensable, world-wide license to use, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform and display the User Content in any media or medium, form, format or forum, for any purpose in its discretion.

You acknowledge that you do not possess or reserve any right of attribution, credit, acknowledgement, or prior approval in connection with BBB’s use of User Content. You further acknowledge that you are not entitled to (and will receive no) compensation for any User Content, and hereby expressly, willingly, and knowingly waive any right to enforce any intellectual property or proprietary right against BBB as a result of or on the basis of its licensed use of any User Content.

BBB shall not be subject to any obligations of confidentiality regarding User Content except as otherwise expressly agreed by BBB in a separate written agreement, or as otherwise expressly required by applicable law.

      6.   DATA PRIVACY

You understand, acknowledge, and agree that the operation of certain features of the Sites may require or involve the submission, use, and dissemination of various items of personally identifiable information, including without limitation personal contact information. Please refer to BBB’s Privacy Policy, available at https://www.bbb.org/privacy-policy (as updated from time to time), for a summary of BBB’s policies and use practices regarding personally identifiable information.

      7.   BBB INTELLECTUAL PROPERTY

BBB retains all right, title and interest, including all intellectual property rights, in and to the information and content on the Sites, including, without limitation, any text, graphics, logos, buttons, icons, images, and audio clips (“BBB Content”). In addition, this Agreement grants you no right, title, or interest in any intellectual property owned or licensed by BBB other than those limited license rights specifically and expressly granted herein, and nothing in this Agreement shall be construed as any grant of right or permission to use or display BBB’s registered trademarks, service marks, logos, brand names, trade dress and trade names (“Trademarks”) for any purpose.

You have no rights in or to such BBB Content or Trademarks and you will not use any BBB Content or Trademarks, except as specifically permitted under this Agreement. You may not do or allow anyone else to do anything with the BBB Content or Trademarks which is not specifically permitted under this Agreement. You may not use or display BBB’s Trademarks in any manner without BBB’s prior written consent. Unless we specifically consent in writing, BBB’s Trademarks may not be used in connection with any product or service that does not belong to us, in any manner that is likely to cause confusion, or in any manner that disparages or discredits BBB. Notwithstanding the foregoing, as between the parties any goodwill generated from the use or display of BBB’s Trademarks shall inure solely to the benefit of BBB.

Unless otherwise specifically set forth on the Sites or unless written consent is provided, you may only use and access, download and copy the BBB Content for your personal, non-commercial use, and you will not alter, erase or otherwise obscure our copyright, trademark, proprietary or other notices on the BBB Content. You acknowledge and agree that the BBB Content is made available for informational and educational purposes only, and is provided to assist you in exercising your own judgment. BBB Content is not a substitute for legal, medical, tax, or other professional advice, nor is it a substitute for your best personal judgment. The accuracy of BBB Content is not guaranteed, and BBB makes no representation or warranty of any kind. Unless otherwise specifically specified on the Sites, such as BBB accreditation, a BBB rating, or a BBB alert, BBB Content should not be construed as a representation of the opinions of BBB. Your reliance upon BBB Content obtained through the Sites is solely at your own risk. All rights not expressly granted in this Agreement are reserved to us.

      8.   THIRD-PARTY MATERIALS

Certain services, features, or components made available via the Sites are delivered by third-party providers. By using any product, service, or functionality originating from the Sites, you hereby acknowledge and consent that BBB may share information and data that you submit or upload to the Sites with the applicable third-party provider as may be required to enable and facilitate the requested third-party product, service, or functionality.

BBB EXPRESSLY DISCLAIMS RESPONSIBILITY AND LIABILITY FOR ANY THIRD-PARTY MATERIALS, PROGRAMS, APPLICATIONS, TOOLS, PRODUCTS, AND SERVICES SET FORTH, DESCRIBED ON, OR ACCESSED THROUGH THE SITES, AND YOU AGREE THAT BBB SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF ANY DEALINGS BETWEEN YOU AND A THIRD PARTY.

      9.   NOTIFICATION OF INFRINGING COPYRIGHT-PROTECTED CONTENT

Material may be made available on the Sites by third parties not within our control. We are under no obligation to, and do not, scan material used in connection with the Sites for the inclusion of illegal or impermissible Content. However, we respect the copyright interests of others. It is our policy not to permit material known by us to infringe upon another party's copyright to remain on the Sites.

To notify BBB of alleged copyright or trademark infringement on the Sites, in accordance with 17 U.S.C. §512(C)(3), you should provide us with written notice that at a minimum contains:

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
• Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
• Identification of the copyrighted work that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit BBB to locate the material;
• Information reasonably sufficient to permit BBB to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
• A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
• A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

All Notifications of Claimed Copyright Infringement should be sent to our designated agent as follows:

Copyright Contact

International Association of Better Business Bureaus, Inc.

4250 North Fairfax Drive, Suite 600

Arlington, VA 22203

[email protected]

(703) 247-9406

Upon receipt of the above information, BBB will promptly investigate and take appropriate action, then notify you of that action at the contact address provided.

      10.   COMPLIANCE

You expressly agree that the Sites may only be used for lawful purposes as governed by any applicable international, national/federal, state, provincial, or local laws, statutes, and regulations. You may not use the Sites in any way that could result in criminal or civil liability. Use of the Sites from outside of the United States shall be in compliance with the laws of the jurisdiction from which you access the Sites.

      11.   LINKS

Please refer to the BBB Hyperlinking Policy located at https://www.bbb.org/hyperlinking for information on linking to the Sites.

      12.   DISCLAIMER OF WARRANTY

BBB DOES NOT WARRANT OR GUARANTEE THE ACCURACY, ADEQUACY, TIMELINESS, RELIABILITY, COMPLETENESS, OR USEFULNESS OF THE SITES AND DISCLAIMS ANY LIABILITY FOR ERRORS OR OMISSIONS IN THE SITES. THE SITES ARE PROVIDED "AS-IS" WITHOUT ANY WARRANTY, EITHER EXPRESS OR IMPLIED. BBB DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY THAT THE SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. BBB DOES NOT WARRANT THAT THE SITES ARE ERROR-FREE, OR THAT THE SITES WILL OPERATE ACCORDING TO YOUR EXPECTATIONS OR REQUIREMENTS. IN THE EVENT THAT ANY APPLICABLE LAW DOES NOT PERMIT THE DISCLAIMER OR EXCLUSION OF ANY OF THE FOREGOING WARRANTIES, SAID WARRANTIES SHALL BE CONSIDERED EXCLUDED AND DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SITES IS ACQUIRED AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR OWN COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

      13.   INDEMNIFICATION

You agree to indemnify and hold harmless BBB and its respective officers, directors, employees, agents, independent contractors or licensors (collectively the "BBB Parties") from and against any and all claims, losses, expenses, demands or liabilities, including attorneys' fees and costs, incurred by the BBB Parties in connection with any claim by a third party (including any intellectual property infringement claim) arising out of (i) your use of the Sites and any material you access using the Sites or by any other means; (ii) a third party's use of such material that you access using the Sites and make available to such third party; or (iii) your violation of this Agreement or any applicable law. You further agree that you will cooperate fully in the defense of any such claims. BBB reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you shall not in any event settle any such claim or matter without the written consent of the relevant BBB Parties.

      14.   LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL BBB BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, GOODWILL OR OTHER INTANGIBLE LOSSES OF ANY KIND ARISING FROM OR RELATING IN ANY WAY TO (I) YOUR USE OF, OR INABILITY TO USE, THE SITES OR THE INFORMATION CONTAINED IN THE SITES; (II) ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR LINE OR SYSTEM FAILURE; AND (III) ANY OTHER MATTER RELATING TO THE SITES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

      15.   TERM, TERMINATION, AND SUSPENSION

This Agreement takes effect (or re-takes effect) at the moment you first access or use the Sites. This Agreement terminates automatically if You fail to comply with any provision hereof, subject to the survival rights of certain provisions identified below. You may also terminate this Agreement at any time by ceasing to use the Sites, but each re-access or renewed use of the Sites will reapply the Agreement to you. Upon termination or expiration of the Sites for any reason, all licenses granted by BBB hereunder shall immediately terminate, and you must immediately cease all use of the Sites. The provisions of this Agreement concerning BBB’s proprietary rights, the licenses and permissions to User Content, disclaimers of warranty, limitations of liability, waiver and severability, indemnification rights, injunctive relief, and choice of law will survive the termination of this Agreement for any reason.

BBB reserves the right at any time and on any grounds, including without limitation any reasonable belief of fraudulent or unlawful activity, to deny or suspend your access to the Sites or to any portion thereof in order to protect its name and goodwill, its business, the security and stability of the Sites, and/or the rights of others. BBB may immediately suspend access to the Sites and remove and discard any User Content you submitted to the Sites for any reason if BBB believes you have violated or acted inconsistently with the terms of this Agreement. BBB will not be liable to you or any third-party for termination of your access to the Sites.

      16.   RELATIONSHIP

Your use of the Sites does not create, and nothing contained in this Agreement will be deemed to establish, an employment, agency, franchise, joint venture or partnership relationship between you and BBB. Use of the Sites does not provide you with the authority to enter into any agreements for or on behalf of BBB. Moreover, use of the Sites does not grant you the authority, either express or implied, to incur obligations or liability on behalf of BBB. By using the Sites, you agree that no attempts to subject BBB to any such obligations or liability will be made.

      17.   WAIVER

Failure by BBB to enforce any of its rights under this Agreement shall not be construed as a waiver of those rights or any other rights in any way whatsoever.

      18.   CHOICE OF LAW AND DISPUTE RESOLUTION

This Agreement and all other aspects of your use of the Sites shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, U.S.A., without regard to its conflict of laws rules. You agree that you will notify BBB in writing of any claim or dispute concerning or relating to your use of the Sites and give BBB a reasonable period of time to address it before bringing any legal action, either individually or as a class member against BBB. You agree to submit to the personal jurisdiction of the state and federal courts located in the City and County of Arlington, Virginia, U.S.A.

      19.   OTHER AGREEMENTS

This Agreement shall be subject to any other agreements you have entered into with BBB. If any such agreements conflict with the terms of the instant Agreement, the other agreements shall control.

      20.   ADDITIONAL TERMS

Certain sections or pages on the Sites (including without limitation embedded features or tools supplied by third parties) may contain separate terms and conditions of use, which are in addition to the terms and conditions of this Agreement. Should there be a conflict, the additional terms and conditions will govern for those sections or pages.

      21.   SEVERABILITY

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall be enforced to the fullest extent possible, and the remaining provisions of the Agreement shall remain in full force and effect.

      22.   MODIFICATION

BBB reserves the right to modify this Agreement at any time, with or without notice to you, by posting an updated version of this Agreement to the Sites. Thus, you should check the Agreement periodically for changes. You agree that BBB will not be liable to you or any third party for any modifications to the Agreement.

      23.   SECTION HEADINGS

The headings of Sections in this Agreement are provided for convenience only and will not affect its construction or interpretation.

      24.   EFFECT

This Agreement will be binding on, inure to the benefit of, and be enforceable against the parties to this Agreement and their respective successors and assignees. Neither the course of conduct between the parties to this Agreement nor trade practice shall serve to modify any provision of this Agreement. All rights not expressly granted herein are hereby reserved.

      25.   ELECTRONIC COMMUNICATIONS

BBB may send emails or other electronic messages to you concerning your use of the Sites, including without limitation by providing alerts or notifications within the Sites. You consent to receive such electronic communications and you agree that all such electronic communications constitute valid legal notices satisfying any requirement that such notices be in writing.