Last modified on January 11, 2017
- GENERAL RULES.
This Agreement is between you, the User (as defined below) and the IBJ Corporation (“IBJ”), the publisher and provider of the Services. This Agreement contains the terms and conditions for, and governs User’s subscription, purchase, access to, and use of all Services provided by IBJ to You. By subscribing to or using the Services, User agrees to abide by all of the terms and conditions of this Agreement, as they now exist and as they may hereafter be amended.
“User” shall mean you and all other persons that use or access any part of the Services. User and IBJ are sometimes referred to herein collectively as the “Parties” or individually as a “Party.”
Except as explicitly provided in this Agreement, nothing herein shall be construed as granting or conferring on User any license or right, by implication, estoppel or otherwise, under any law (whether common law or statutory), rule or regulation, including, without limitation, those related to copyright or other intellectual property rights. User acknowledges and agrees that title, ownership and all rights (including intellectual property rights) in and to the content of, and materials published on, the Services are and shall remain the property of IBJ (or such other third party that may have granted IBJ rights in such content).
- ACCESS AND AVAILABILITY OF SERVICES AND CONTENT.
The Services and the Content are intended for User’s personal, noncommercial, informational and/or educational use and may not be used for any other purposes, including Mass Distribution (as defined below). All materials provided through or published on the Services (including, but not limited to news articles, text, photographs, images, illustrations, audio clips and video clips (collectively, the “Content”) are protected by copyright, and owned or controlled by IBJ or the party credited as the provider of the Content. User may download or copy the Content and other downloadable items provided through the Services for personal use only, provided that User maintains all copyright and other notices contained therein. Copying or storing of any Content for other than personal use is expressly prohibited without prior written permission from IBJ, or the copyright holder identified in the copyright notice contained in the Content.
User shall not engage in any Mass Distribution (as defined below) without the express prior written consent of IBJ. Without limitation to any and all other remedies available to IBJ (which are hereby expressly reserved), unauthorized Mass Distribution by User shall be immediate grounds for termination of User’s access and right to access the to the Services. As used herein, “Mass Distribution” means (i) the use, publication or inclusion of any Content (in whole or in part) obtained through use of the Services in any press releases, blog postings, newsletters, articles, bulletin boards, any other publicly accessible publications; (ii) any communication by User (including, without limitation, via email or facsimile) content obtained through the Services that is addressed to more than ten (10) individuals that are not Authorized Users; (iii) forwarding any content or materials to any non-Authorized User utilizing email auto-forwarding or any other automated communication forwarding system; or (iv) otherwise using or configuring the Services in any manner that replicates, or seeks to replicate, in whole or in part, the Services on behalf of or for the benefit of any non-Authorized User or in any manner that undermines or affects the ability of IBJ, as determined in its sole and absolute discretion, to market or sell any of its services, including the Services, to any third party.
Any Content otherwise permitted to be distributed pursuant to this Agreement must not be altered, abbreviated, or edited in any fashion without the prior express written consent of IBJ; provided that, subject to the restrictions on Mass Distribution contained herein, User shall have the limited right to use or excerpt brief quotations from such content so long as all such use is not systematic or automated and proper attribution is given to IBJ and any other copyright owner identified in the content. All content of the Services permitted to be distributed by this Agreement must be clearly marked as originating from IBJ and must preserve all original copyright and other notices contained thereon. Any copyright notice appended by User to distributed content of the Services should be in a form substantially similar to the following: “Copyright [Current Year] IBJ.
Except as otherwise provided herein, User agrees:
- not to use, scrape reproduce, distribute, publicly display or perform, or create derivatives of, or create new works from the content without the express prior written consent of IBJ;
- not to frame, in-line link to the Services or any Content contained thereon;
- not to utilize any URL or other linking tool, other than those provided by IBJ, to provide others access to the Services or any Content contained thereon;
- not to implement any mechanism, code, or tool, that interferes with IBJ’s ability to identify the IP addresses associated with Users of the Content and Services;
- not to employ the use of any webcrawler, spider, or other automated means to access, copy, index, share, process and/or store any Content;
- to abide by exclusionary protocols (e.g., robots.txt, Automated Content Access Protocol (ACAP), etc.) that may be used by IBJ in connection with the Services or Content;
- not to access or attempt to access any Services or Content to which the User is not authorized, or attempt to circumvent any restrictions or conditions designed to reasonably prevent the unauthorized use or access of the Services or Content;
- not to access or view the Services with the use of any scripts, extensions, or programs that alter the way the Services are displayed, rendered, or transmitted to the User and not to do anything that could disable or damage the functioning or appearance of the Services, including the presentation or display of advertising. Being exposed to advertising is a condition of accessing the Services;
- not to aggregate or otherwise use any of the Content in a manner that could (i) serve as a substitute for a subscription or other authorized access to the Content or use of the Service; (ii) undermine or affect the ability of IBJ, as determined in its sole and absolute discretion, to market or sell any of its services, including the Services, to any third party;
- not to use the Content or Services for any unlawful purpose.
- not to use advertising blocking software.
Any unauthorized or prohibited use of any Content or Services may subject you to civil liability, criminal prosecution, or both, under applicable federal, state, local laws, or applicable foreign laws, rules, regulations and treaties.
- REGISTRATION, ACCOUNTS, AND PASSWORDS.
Users may be required to create an account to use or access certain parts of the Services and Content and use certain products and features. User may be required to provide login information such as a username and password to access and utilize User’s account and User agrees to (i) provide IBJ with true, accurate, current and complete information as prompted by the IBJ registration forms; and (ii) update and maintain the truthfulness, accuracy and completeness of such information. User is responsible for maintaining the confidentiality of any password or other account information not generally available to others and is fully responsible for all activities that occur under User’s username and password. Users may not share their passwords with otherwise allow others to access User’s account. User username and password is restricted to a maximum of five(5) personally owned devices. Creating serial or overlapping accounts may result in account termination
- THIRD PARTY WEBSITES.
Certain aspects of, or links contained on, the Services may link to websites or services operated by parties other than, and unaffiliated with, IBJ. Such links are provided for User’s convenience only. IBJ does not control such third-party websites and is not responsible for any content thereon, including with respect to any comments posted on such third-party websites. IBJ’s inclusion of links to such third-party websites does not amount to or imply any endorsement or warranty of the material on such sites or any association with their owners or operators. User agrees that IBJ is not responsible for any such third-party websites and services or any content thereon and agrees to hold IBJ harmless from any and all claims or liability arising from User’s use of such third-party websites or services. Any concerns or questions related to third-party websites should be directed to the webmaster or other appropriate contact person for such third party.
- TECHNICAL REQUIREMENTS; DOWNTIME, SERVICE OUTAGES, OR OTHER UNAVAILABILITY.
User acknowledges and agrees that all features of the Services may be subject to availability of a suitable or adequate Internet connection, valid email account, computer equipment, and sufficiently available bandwidth at the time of User’s attempted use or access. User shall be solely responsible for procuring the necessary computer equipment and Internet connection required for accessing and using the Content and Services. User shall hold IBJ harmless from any failure or inability to access the Content and Services resulting from User’s failure to procure any such necessary equipment or services.
User agrees and acknowledges that the Services may be interrupted or unavailable during Downtime (as defined below). IBJ shall use commercially reasonable efforts to restore Services after any interruption caused by Downtime. IBJ shall not be liable for, and User agrees to hold IBJ harmless from, any service interruption or unavailability of the Services as a result of Downtime, events beyond the reasonable control of IBJ, anticipated or scheduled maintenance of the Services or website, or otherwise. Without limiting the foregoing, IBJ shall not be responsible for (i) delivering or otherwise providing access to any Services that were published during Downtime or otherwise retroactively restoring, or reimbursing User for, any content published during such Downtime (whether or not such content is subsequently available on the Services after such Downtime) or (ii) any interruption to the Services caused by User or User’s service provider(s) or other vendor(s) providing services to User, for which User assumes all liability and responsibility. For purposes of this Agreement, “Downtime” shall mean a malfunction in a core component of the Services, the loss of a material function of the Services, or any other action that prevents User’s access to or use of the Services, which malfunction or loss was caused solely by a failure of the Services or IBJ’s computer or server equipment controlling the same.
- TRADEMARKS; COPYRIGHTS; OTHER INTELLECTUAL PROPERTY.
IBJ™, INDIANAPOLIS BUSINESS JOURNAL™, and all graphics, logos, designs, page headers, button icons, scripts, and service names are the trademarks or trade dress of IBV in the U.S. and/or elsewhere. These trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, keyword advertisements, or email addresses, or in connection with any product or service in any manner that is likely to cause confusion. You should assume all Content is protected by copyright law. Aside from user-submitted Content, all other materials and other information on the Services, including, but not limited to, all text, graphics, logos, icons, images, audio and video clips, downloads, data compilations and software are the exclusive property of IBJ and/or its licensors and are protected by all United States and international copyright laws.
User shall be solely liable for any damages resulting from any infringement of copyrights, trademarks, proprietary rights, or any other claims, damages or liability arising from or in connection with User’s distribution or dissemination of any portion or Content and agrees to hold harmless and indemnify IBJ with respect thereto.
- REPRESENTATIONS AND WARRANTIES.
USER AGREES THAT THE USE OF AND ACCESS TO THE SERVICES IS STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND IBJ SPECIFICALLY AND EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, WITH RESPECT TO THE OPERATION OF THIS WEBSITE, THE CONTENT OR INFORMATION CONTAINED THEREIN, OR THE SERVICES. NO WARRANTY OF ANY KIND IS IMPLIED REGARDING REIMBURSEMENT FOR LOSSES OF INCOME DUE TO DISRUPTION OF SERVICE BY IBJ. IBJ MAKES EVERY REASONABLE EFFORT TO ASSURE THAT ALL INFORMATION PUBLISHED BY IT IS CORRECT; HOWEVER, IBJ DISCLAIMS ANY LIABILITY FOR ERRORS IN THE SERVICES. AS A SUBSCRIBER, USER ASSUMES THE RISK OF POSSIBLE ERRORS CONTAINED IN THE SERVICES. USER AGREES TO INDEPENDENTLY VERIFY ANY INFORMATION IT INTENDS TO RELY UPON, AND, IF REASONABLY NECESSARY, USER SHOULD SEEK THE ASSISTANCE OF AN ATTORNEY IN DOING SO. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, THIS IS A COMPREHENSIVE LIMITATION OF LIABILTIY AND IN NO EVENT SHALL IBJ AND ITS SUBSIDIARIES, AFFILIATES, SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS, SUCCESSORS, AND ASSIGNS (“THE IBJ PARTIES”) BE LIABLE, JOINTLY OR SEVERALLY, TO USER OR ANY OTHER PERSON AS A RESULT OF USER’S ACCESS OR USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, LOST PROFITS, LOST SAVINGS, AND LOST REVENUES, OR OTHER PECUNIARY LOSS (COLLECTIVELY, THE “EXCLUDED DAMAGES”), WHETHER OR NOT CHARACTERIZED IN NEGLIGENCE, TORT, CONTRACT, OR ANY OTHER THEORY OF LIABILITY, EVEN IF ANY OF THE IBJ PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN ANY OF THE EXCLUDED DAMAGES, AND IRRESPECTIVE OF ANY FAILURE OF AN ESSENTIAL PURPOSE OF A LIMITED REMEDY. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION TO BE UNENFORCEABLE, THEN THE IBJ PARTIES’ LIABILITY WILL BE LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW. WITHOUT LIMITING THE FOREGOING, UNDER NO CIRCUMSTANCES SHALL IBJ BE LIABLE FOR ANY CLAIM, LOSS, COST, EXPENSE, OR DAMAGE WHATSOEVER TO USER OR ANY THIRD PARTY IN AN AMOUNT EXCEEDING THE SUM OF THE SUBSCRIPTION FEES ACTUALLY PAID UNDER THIS AGREEMENT DURING THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH IBJ IS NOTIFIED OF SUCH CLAIM IN WRITING.
The Content and Services could include technical, typographical, photographic or other errors. IBJ does not warrant that any of the Content are accurate, complete, or current. IBJ may make changes to the Content or Services at any time without notice. IBJ does not, however, make any commitment to update or correct any such errors.
User agrees to indemnify, defend, and hold harmless IBJ and its officers, directors, employees, affiliates, agents, licensors and suppliers from and against all claims, actions, proceedings, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising or resulting from: (i) the use of or reliance on any information, material, or content of the Services by User or any third party to whom User has provided such information, material, or content, regardless of whether or not such information, material or content contained any errors or omissions and whether or not IBJ was aware or should have been aware of any such errors or omissions; (ii) User’s violation or breach of this Agreement; (iii) User’s negligent acts or omissions or willful misconduct; or (iv) any allegation that User’s use of or access to the Services infringes upon the patent, trademark, copyright, trade name, trade secret, or other proprietary rights of any third party. User’s duty to indemnify, defend and hold harmless IBJ under this Agreement shall survive the termination, cancellation, or expiration of this Agreement.
- Governing Law and Venue. This Agreement shall be governed by and shall be construed in accordance with the laws of the State of Indiana, without regard to its conflicts of law principles. Any action or proceeding between User and IBJ relating to or arising out of this Agreement or use or content of Content of the Services shall be commenced and maintained exclusively in the state or federal courts in the State of Indiana, and User hereby consents to the exclusive jurisdiction and venue of any state or federal court in the State of Indiana.
- No Third Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of the Parties and their respective permitted successors or assigns. Nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever.
- No Assignment. User may not assign this Agreement, in whole or in part, without IBJ’s prior written consent. Any assignment in violation of this section is null and void, ab initio.
- Severability. If any provision of this Agreement is declared void or unenforceable by any court of competent jurisdiction in a final, non-appealable order or judgment, then all remaining provisions of this Agreement shall remain in full force and effect unless otherwise agreed to in writing by the Parties.
- Waiver; Remedies Cumulative. The rights and remedies of the Parties are cumulative and not alternative. Neither any failure nor any delay by IBJ in exercising any right, power, or privilege under this Agreement or any of the documents referred to in this Agreement will operate as a waiver of such right, power, or privilege or any future exercise thereof, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power or privilege, or the exercise (or future exercise) of any other right, power, or privilege.
- Headings. Headings or titles to sections or subsections in this Agreement are for convenience of reference only and shall not affect the meaning or interpretation of this Agreement or any part hereof.
If you have any comments or questions regarding these Terms, or wish to report any violation of these Terms of Service, please contact us at [email protected]. We will address any issue to the best of our abilities.