THIS TERMS OF SERVICE AGREEMENT (THIS “AGREEMENT”) IS BETWEEN THE
CHAMBER OF COMMERCE FOR GREATER PHILADELPHIA (THE “CHAMBER”) AND YOU. BY CLICKING ON THE "I AGREE" BUTTON BELOW, YOU ACCEPT THIS AGREEMENT
AND ASSENT TO AND AGREE TO BE LEGALLY BOUND BY ITS TERMS AND CONDITIONS. IF
YOU DECLINE THIS AGREEMENT, THEN CLICK ON THE “I DO NOT AGREE” BUTTON,
AND YOU WILL NOT BE PERMITTED TO ACCESS OR USE THE SERVICES OR RESTRICTED PORTIONS
OF THE CHAMBER WEB SITE.
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Use of the Service. Upon acceptance of the terms
and conditions of this Agreement, the Chamber will permit you to access
and use selected
portions of
its web site (the “Services”) by accessing the Chambers’s
web site, the home page of which is currently located at <http://www.chamberphl.com>,
or such other web sites as the Chamber may authorize (the “Web Site”).
Except for your limited right to access and use the Services and the
Web Site, the Chamber does not grant you any other right or license, by
implication
or otherwise,
to use the Services (or any subsequent version of the Services), the
Web Site, or any patent, copyright, or other intellectual property or
proprietary
rights
owned by or licensed to the Chamber.
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Compliance with Chamber Policies. By entering into
this Agreement, you agree to comply with, and be bound by, all procedures
and policies
the Chamber may
establish with respect to the Services and the Web Site (including, without
limitation,
password management policies, security policies, our “Legal Information & Notices,” the Acceptable Use policy set forth in Section 3 below, and the Privacy
Policy referenced in Section 4) (each a “Policy”; collectively,
the “Policies”).
You are solely responsible for any and all acts and omissions that occur
under your account or password.
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Acceptable Use. You agree not to use Services or the Web Site
to (a) disseminate or transmit unsolicited communications, (b) disseminate
or transmit material
that, to a reasonable person may be abusive, obscene, pornographic,
defamatory,
harassing, grossly offensive, vulgar, threatening, or malicious, (c)
disseminate or transmit files, graphics, software, or other material
that actually
or potentially infringes the copyright, trademark, patent, trade
secret, or
other intellectual
property right of any third party, (d) create a false identity or to
otherwise attempt to mislead any person as to the identity or origin
of any communication,
(e) interfere, disrupt, or attempt to gain unauthorized access to other
accounts on the Services or any other computer network, (f) disseminate
or transmit
viruses, trojan horses, or any other malicious code or program, or
(g) engage in any other activity deemed by the Chamber to be an unacceptable
or inappropriate
use of the Services or the Web Site.
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Privacy Policy. At the Chamber, your privacy is important to us.
Accordingly, we have established and implemented a privacy policy (which
may be modified
by the Chamber from time to time) describing, without limitation, what information
we collect and how we use such information. You may review our current
privacy policy by clicking [HERE]. By entering into this Agreement,
you acknowledge
and agree that you have had the opportunity to review our privacy policy
and that you consent to our collection of information consistent with
its provisions.
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Third Party Components. You acknowledge and agree
that use of the Services and the Web Site require third party equipment
and software
(collectively,
the “Third Party Components”) that must be provided by you.
The Third Party Components include, without limitation, the following:
a computer(s),
a connection to the internet, operating system software, and a web browser
(the necessary version of any of the foregoing may be designated by the
Chamber from time to time). THE CHAMBER SHALL HAVE NO RESPONSIBILITY TO YOU
OR ANY THIRD
PARTY WITH RESPECT TO THE THIRD PARTY COMPONENTS.
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Reservations. The Chamber retains all right, title,
and interest in and to the Services, the Web Site, and any software
used by the
Chamber in
providing
the Service and the Web Site. Any rights not expressly granted to you
herein are reserved by the Chamber. You agree not to copy, distribute,
rent, lease,
loan, modify or create derivative works, adapt, translate, perform,
display (except
as necessary to exercise your rights hereunder), sublicense, or transfer
the Services, the Web Site, or any software used by the Chamber in providing
the Service.
Without limiting the generality of the foregoing, you agree not to
offer or permit the Services or the Web Site to be used by any third
parties
nor to
attempt to use the Services or the Web Site in a service bureau capacity.
You agree not to reverse engineer, disassemble, or decompile the Services
or any
software used by the Chamber in providing the Services and the Web Site.
You acknowledge that the Services, the Web Site, and the software
used by the
Chamber in providing
the Services and the Web Site contain the Chamber's proprietary
and confidential information. You agree to abide by and not remove,
obscure,
or modify any proprietary
notices accessible through the use of the Services, the Web Site, or
any software used by the Chamber in providing the Services or the Web
Site, or appearing on
any reports or downloadable files generated through your use of the
Services or the Web Site.
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Term; Termination. The term of this Agreement shall
commence when you click “I
AGREE” at the bottom of this Agreement and shall continue until
terminated in accordance with the provisions of this Section 7. Either
party may terminate
this Agreement for any reason at any time. Without limiting the generality
of the foregoing, the Chamber may immediately terminate this Agreement,
or limit your access to the Services or the Web Site, if you (a) fail
to comply
with
any term or condition of this Agreement, (b) use or attempt to use the
Services or the Web Site in a manner that violates any Policy, (c) transfer,
distribute,
or disclose the Services or the Web Site (including, without limitation,
your user ID or password) to a third party, or (d) attempt to modify
the Services
or the Web Site (except as permitted by the Chamber for you to make use
of the Services). Sections 6, 9, 10, and 11 and this sentence shall survive
the expiration
or termination of this Agreement for any reason.
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Warranty by You. You represent and warrant to the Chamber that (a)
you are at least 18 years of age, (b) you shall comply with all terms
and
conditions
of this Agreement, including, without limitation, all of the Policies,
(c) all files, data, text, and other information you have provided
or may provide
to the Chamber in connection with this Agreement is and shall be, to the
best of your knowledge, complete and accurate, (d) you own, or are
otherwise lawfully
authorized to use, any files, data, text, or other information that you
may transmit to or through the Services or the Web Site, and (e) that
any use
of the files, data, text, or other information supplied by you does not
violate these legal notices and will not cause injury to any person
or entity.
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Disclaimers. THE SERVICES AND THE SITE ARE PROVIDED
ON AN “AS
IS,” “WITH
ALL FAULTS” BASIS. THE ENTIRE RISK AS TO SATISFACTORY QUALITY
AND PERFORMANCE IS WITH YOU. THE CHAMBER DISCLAIMS ALL WARRANTIES OF ANY
KIND,
EXPRESS OR IMPLIED,
INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, TITLE,
NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OR FITNESS
OF RESULTS, NON-INTERFERENCE
WITH YOUR ENJOYMENT OF THE SERVICES OR THE WEB SITE, OR OTHERWISE.
YOU ACKNOWLEDGE AND AGREE THAT THE DESCRIPTIONS OF THE SERVICE AND
THE SITE
PROVIDED BY THE
CHAMBER, WHETHER THROUGH THE WEB SITE OR OTHERWISE, ARE NOT A PART OF
THIS AGREEMENT.
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Limitation of Liability. IN NO EVENT SHALL THE
CHAMBER OR ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PREDECESSORS,
SUCCESSORS, PARENTS, SUBSIDIARIES,
ASSIGNS,
OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL,
OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS,
BUSINESS INTERRUPTION, LOSS OF DATA, OR BUSINESS INFORMATION AND
THE LIKE), WHETHER
IN AN ACTION BASED IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR
IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SERVICES OR THE
WEB SITE. IN NO EVENT
SHALL THE CHAMBER'S TOTAL LIABILITY TO YOU UNDER THIS AGREEMENT
EXCEED $100. THE FOREGOING LIMITATIONS OF LIABILITY REFLECT A DELIBERATE
AND
BARGAINED FOR ALLOCATION
OF RISKS BETWEEN THE CHAMBER AND YOU.
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Miscellaneous. You shall not assign this Agreement
or any of your rights or obligations hereunder and any purported
assignment
of this
Agreement by
you in contravention of the foregoing shall be null and void. The Chamber shall not be liable for any failure or delay in its performance under
the Agreement
(including, without limitation, provision of the Services) due to any
cause beyond its reasonable control, including acts of war, acts of
God, earthquake,
flood, embargo, riot, sabotage, labor shortage or dispute, governmental
acts, acts of third parties, failures of third party software or
equipment (including,
without limitation, Third Party Components), power or electrical failures,
internet protocol packet loss or misrouting, and any internet connectivity
failures. This Agreement is governed by the law of the Commonwealth of
Pennsylvania, without regard to its conflict of laws principles.
If any provision of this
Agreement is held by a tribunal of competent jurisdiction to be illegal,
invalid, or otherwise unenforceable in any jurisdiction, then to the
fullest extent
permitted by law (a) the same shall not affect the other provisions of
this Agreement, (b) such provision shall be deemed modified to the
extent necessary
in the tribunal’s opinion to render such provision enforceable,
and the rights and obligations of the parties shall be construed and
enforced accordingly,
preserving to the fullest extent the intent of the parties as set forth
herein, and (c) such finding of invalidity, illegality, or unenforceability
shall not
affect the validity, legality, or enforceability of such provision in
any other jurisdiction. The Chambers’s failure to act with respect
to a breach by you or others does not waive the Chamber’s right to
act with respect to subsequent or similar breaches. No waiver of any
term of this Agreement
will be valid
unless in writing and acknowledged in writing by the party against whom
enforcement is sought. This Agreement contains the entire understanding
between the parties
with respect to the subject matter hereof and supersedes all prior and
contemporaneous representations, discussions, negotiations, letters,
proposals, agreements,
and understandings between the parties with respect to the subject matter
hereof, whether written or oral.
If you have not already done so, you should print or save a copy of this
Agreement for your future reference.
THESE TERMS AND CONDITIONS OF SALE (THIS “AGREEMENT”) IS BETWEEN
THE CHAMBER OF COMMERCE FOR GREATER PHILADELPHIA (THE “CHAMBER”) AND
YOU.