- Subject to the terms and conditions of this Agreement and any targeted message serving agreement and other agreement(s) of Your company for access and use of the Site (the "Targeted Message Serving Agreement"), Bound may, in its discretion, allow You to access the Site on any single computer for personal use by You on behalf of Your company, solely for purposes of viewing displays of the Site in a web browser of Your computer, accessing targeted message campaign forms available to You on the Site for Your company, and inputting desired campaign details to the campaign forms as proper and authorized. Bound may terminate or deny You access to the Site at any time (including for system maintenance), without notice and for any reason, and You shall immediately cease all use and access of the Site in such event. Bound reserves the right to modify this Agreement at any time, without notice or consent. Modified versions of this Agreement may appear on the Site from time to time, and such versions shall become effective and be binding immediately upon publication. Your continued use of this Site after publication of any such version constitutes Your assent to such modifications. You agree to use the Site only for authorized purposes on behalf of Your company under its Targeted Message Serving Agreement, and You acknowledge and agree that Bound has the right, in its sole discretion, to terminate, cancel or deny Your access and use of the Site for any or no reason.
- You may not copy, download, store, publish, transmit, distribute, upload to, transfer, sell, sublicense or otherwise use this Site, or any portion, or the Site's related software, information, documentation, methods, processes, systems, or devices, except as expressly permitted by this Agreement and the Targeted Message Serving Agreement of your company. You shall not modify information or operations of the Site in any way or manner beyond Your entry of designated information in campaign forms for your company's specific targeted message campaign, and you shall not reverse engineer, decompile, disassemble or otherwise attempt to access or discern the source code, architecture, operations, process, methods, systems, or similar attributes of the Site or any information about any such items or usage or users of the Site. You shall not use any robot, spider, or similar automated process to access, monitor, copy or modify the Site or information of the Site, nor shall You use any process (manual, automated, or otherwise) to ascertain, discover, discern, interpret, or obtain source code or processes, operations, methods, systems, hidden data, or architecture of the Site.
- The Site, including, without limitation, the software, information, documentation, and all methods, processes, systems and devices encompassed in, related to or operating with any of these, available on or in connection with the Site and the services provided via the Site (collectively, "Resources") are solely for Your use in compliance with this Agreement internally within Your company pursuant to its Targeted Message Serving Agreement. You may not otherwise use the Resources, and You shall not copy, reproduce, combine, embed, reverse engineer, recompile, decompile, or disassemble any Resources in any manner or for any purpose, whatsoever. You agree to maintain the Resources and Site operations, processes, methods, and systems confidential within Your company, and not disclose and not use any of the Resources outside of Your company. The Site and Resources are protected by copyrights, trademarks, service marks, and trade secrets, and may be protected or protectable by patents and/or other proprietary rights and laws. You acknowledge and agree that, as between You and Bound, all right, title and interest in and to the Site, all parts thereof, and all Resources, as now or hereafter existing, and all intellectual property rights thereof and therein, including, without limitation, all copyrights, trademarks, service marks, trade secrets, inventions (whether or not patentable or patented), patents, patentable subject matter, and other proprietary rights, are and shall remain the exclusive property of solely Bound. Nothing herein confers or shall be construed as conferring, by implication, estoppel or otherwise, any right, title or ownership in the Site, the Site software, content, operations, systems, methods, processes, or information, or Resources.
- You will access and sign on to the Site by using the User ID and Password that You select during registration. You agree to provide accurate and complete registration information in registering for the Site, and You shall inform Bound of any changes to the registration information. You represent and warrant unto Bound that registration for this Site is for a single person only, and that You will not permit anyone other than You to access and use this Site using Your User ID and Password. You are responsible for all access to and use of this Site through Your User ID and Password, including access of any services the use of which results in monetary charge, whether or not You have knowledge of or authorize such access and use. You shall immediately notify Bound in the event of any unauthorized use of Your User ID and Password, or if You suspect privacy of Your User ID and Password has been or could be jeopardized.
- Bound and the Site make no representations or warranties as to the accuracy, timeliness, lack of errors, or completeness of the Site or information posted on the Site, and You acknowledge such limitations and agree to notify Bound of any such concerns. You assume and shall be solely responsible for all risk associated with use and access of the Site, including, without limitation, inaccuracies, incompleteness, discrepancies, delay, data loss, and cancellation or denial of access to the Site. You agree that Bound will have no liability with respect to Your use or access of the Site, any software, content or information of the Site, or any Resources.
- THE SITE, YOUR ACCESS AND USE OF THE SITE, AND THE RESOURCES ARE PROVIDED ONLY ON AN "AS IS" AND "AS AVAILABLE" BASIS. Bound warrants to You that the Site, when properly used by You in accordance with this Agreement, Your company's Targeted Message Serving Agreement, and all requirements of Bound, shall comply in material respects with applicable functional specifications and descriptions of Bound. TO THE EXTENT ALLOWED BY APPLICABLE LAW, SUBJECT TO YOUR COMPANY'S TARGETED MESSAGE SERVING AGREEMENT, AND EXCEPT FOR THE LIMITED WARRANTY STATED HERE, Bound MAKES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MARKETABILITY, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, GOOD TITLE, SATISFACTORY QUALITY OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE, OR OTHERWISE.
- You acknowledge and agree that the Site, your access and use of the Site, and the Resources are not intended for, and must not be used in, any nuclear, aviation, mass transit, medical or life support application or any other similar or inherently dangerous application. You and Bound each agree to employ commercially reasonable efforts, policies, and procedures to prevent any exchange to or infection of the other party, by any viruses, disabling programming codes, malevolent instructions, or other similar problems; however, Bound does not guarantee or warrant against such problems. Data generated by and through Your access and use of the Site shall be owned by Bound. On request of Bound, You shall make data generated by and through Your use of the Site available to Bound, if not otherwise readily and reasonably available to Bound. You agree to not export the Site, any related software, data or information, or the Resources, in whole or part. Bound's sole and aggregate liability hereunder for any breach of representation, warranty or covenant herein, and Your sole and exclusive remedy, is that Bound shall reasonably attempt to correct problems or errors giving rise to breach. Bound SHALL NOT BE LIABLE OR RESPONSIBLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF Bound HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- Bound and the Site have registered an agent with the U.S. Copyright Office as outlined in Title II of the Digital Millennium Copyright Act (17 U.S.C. 512). Upon notice of alleged copyright infringement, Bound will remove or block access to the material, provide notice to the user who posted the material, and proceed as dictated by such title of the Act. Bound may block access to areas of the Site to infringers. All notices of alleged copyright infringement through the site should be sent to: Bound, 3000 E Cesar Chavez St., Austin, TX 78702.
- You agree to hold in confidence, not use, and not disclose the software, codes, methods, processes, systems, devices, information and content of the Site and its related software, documentation, and other Resources, all written or electronic information or data of or generated through or related to the Site to the extent such information or data reveals any personal identity by name, and any and all other information of Bound or the Resources identified in writing as "Confidential" or "Proprietary", unless the information is available in publicly accessible records; becomes publicly known or available other than from Bound; was independently developed by You prior to disclosure by Bound to You, and was so independently developed without reference to the information of Bound or the Resources as a matter of written record arising prior to disclosure by Bound; or is required by law or governmental authority to be disclosed (and, in such event, only disclosed after giving Bound written notice and opportunity to prevent disclosure). Confidential information may be disclosed by You only to agents, employees, contractors and representatives of Your company, if such the party to whom disclosed is obligated under substantially same restrictive requirements of confidentiality, non-use and non-disclosure. This provision and its obligations shall survive termination or expiration of this Agreement and of Your company's Targeted Message Serving Agreement.
- This Agreement and Your access account may not be assigned, sublicensed or otherwise transferred or alienated by You, in part or whole; and subject thereto, this Agreement is binding on Your heirs, successors and assigns. This Agreement shall be interpreted, construed and enforced under and in accordance with the laws of the State of Texas (without regard to conflict of laws principles), and the parties agree that jurisdiction and venue, including personal jurisdiction, lie exclusively in the state or federal courts in Travis County, Texas. The prevailing party in any legal action under this Agreement shall recover, in addition to any and all other relief, its attorneys fees and costs. The relationship of the parties hereto is solely that of independent contractors. Failure of any party's performance hereunder shall be excused to the extent that performance is impossible because of strike, fire, flood, governmental act or order or restriction, failure of suppliers, or any other reason where failure is beyond the control of the party. If any term or provision of this Agreement is held to be void, invalid, unenforceable or illegal by a court, the validity and enforceability of the other terms and provisions shall not be affected. Failure of any party to enforce any provision of this Agreement shall not be construed as a waiver of such provision or of the right to enforce the provision. If You breach or threaten a breach of this Agreement, or misuse or make unauthorized or improper access or use of the Site, Your access account, any Resources, or any software, content, or information of Bound, Bound shall be entitled to an injunction restraining You from such breach or activity, in addition to any and all other remedies Bound may have at law and equity. This Agreement, and Your company's Targeted Message Serving Agreement, embody the entire understanding between you and Bound with respect to the subject matter herein and Your access to and use of the Site, and supersedes any and all prior understandings and agreements, oral or written, with respect thereto. Except for claims relating to improper use of the Site or of Bound's software, content, information, data, processes, methods, systems, or devices, no claim, regardless of form, may be made if such claim is brought more than one year after the basis for the claim becomes known to the party asserting the claim.