ES Research Group Incorporated Terms of Use Agreement (the “Agreement”) for the www.ESResearch.com Web site
The Agreement was last updated February 3, 2011.
All use of the Web pages at www.ESResearch.com and all content, products and services offered on these Web pages (hereafter, together, the “Web Site”), including without limitation, e-mail, links to other web sites, and access to information, are subject to the terms and conditions set forth in this Agreement below (the “Terms and Conditions”). By completing the registration process and clicking the User Agreement acceptance "button," and/or by using the Web Site and/or by making any purchase and/or accessing any content, whether or not for a fee and whether or not by completing a registration form on the Web Site (hereafter, together or individually, to be referred to as the “Registration Process”), You represent and warrant that You are 18 years old or older and You agree to abide and be bound by the Terms and Conditions set forth herein in the Agreement. The term "You" refers to the person completing the Registration Process. If You are accessing this as an employee or contractor of a business entity, You hereby represent that You are authorized to act on behalf of the business and that all terms that apply to You in this Agreement also apply to the business.
Ownership
The Web Site is owned and operated by ES Research Group Incorporated ("ESR"). ESR reserves the right to change the Terms and Conditions of this Agreement at any time for any reason (“Changes”). Changes to the Terms and Conditions will be posted on the Web Site. If any of these Changes are unacceptable to You, You may terminate your Subscription as described below under "Term and Termination." Your use of the Web Site following the posting of any Changes to these Terms and Conditions shall constitute Your acceptance of these Changes.
Definitions
The Web Site contains two types of content:
1. "Web Site Content" means all articles, content and information entered into the Web Site by employees and authorized representatives of ESR and includes any products or services offered on the Web Site by ESR.
2. "Other Content" means any content or information entered into the Web Site by Users or other persons and includes User Content (as defined below).
Purpose of the Web Site
ESR AND THE WEB SITE DO NOT PROVIDE LEGAL ADVICE OR OPINIONS, NOR DO WE RENDER TAX OR ACCOUNTING ADVICE, AUDITS, COMPILATIONS OR OTHER TAX OR ACCOUNTING SERVICES AND NOTHING HEREIN OR ON THE WEB SITE SHALL BE SO DEEMED. The sole purpose of the Web Site for ESR is to provide educational and business management information and opinions via the Web Site Content in the areas of sales and marketing to its Users, including without limitation its Visitors, Guests and Subscribers. The Web Site Content is created or compiled by ESR’s employees and contractors. While ESR believes the Web Site Content to be accurate, we do not warrant or represent its accuracy as such information changes rapidly. Nor does ESR warrant or represent that any visitor to the Web Site (“Visitor”) or any registered guest (“Guest“) or subscriber to the Web Site (“Subscriber”) (each, a “User”) will achieve any particular results by using Web Site Content or Other Content provided. Each and every User presents unique circumstances that cannot be known to ESR as a publisher of information and opinions via the Web Site. ESR strongly advises Users to seek appropriate legal, accounting and other professional advice or consultation wherever appropriate; You agree to do so and do hereby release ESR from any and all liability related to Your use of or reliance on Web Site Content or Other Content.
Use of the Web Site
ESR hereby grants to You a non-exclusive, non-transferable, revocable and limited license to access and use the Web Site for the fees and under the Terms and Conditions described in this Agreement; provided that only one person at a time may access the Web Site using the User's "user name" or “email address” and password without the prior written consent of ESR. You may, free of charge and on an occasional basis, make up to 10 copies in paper form of an individual document appearing on the Web Site for internal business or non-commercial purposes provided You include all copyright, trademark and other proprietary rights notices that appeared on the original document and include a prominent notice indicating that the Web Site is the source of the copied material. For all other hard copy uses please contact the Permission Department (Phone: 508.313.9585; Fax: 508.629.0210; email: vivian.engel@ESResearch.com) for permission, information or instructions. Fees are determined by the extent of such use. You are prohibited from disseminating any portion of the Web Site through electronic means, including mail lists or electronic bulletin boards, without the prior written consent of ESR. Consent for special arrangements regarding electronic distribution may be obtained from ESR, at its sole discretion, by contacting the Permissions Department as set forth above.
Except as expressly permitted in this Agreement, Web Site Content and Other Content may not be reproduced, transmitted, or distributed without ESR’s express prior written permission. ESR may, at its sole discretion, agree to provide limited exceptions, such as permission to email any single article to up to five colleagues. You may not commingle any portion of the Web Site, including without limitation Web Site Content and Other Content, with any other information and shall not edit, modify, or alter any such portion. All Web Site Content is either the property of ESR or is licensed to ESR, and You agree to honor all requests by ESR to protect ESR’s proprietary interests in the Web Site and its content.
User Content
You grant ESR, its affiliates and partners the perpetual, world-wide, royalty-free, non-exclusive, sub-licensable right and license to use, reproduce, translate, alter, perform, display and publish, in any manner and by any means now known or hereafter developed, all material entered into the Web Site by You or any other User (other than third-party material transmitted through private electronic mail) (the “User Content”).
You are responsible for any User Content You enter into the Web Site. It is Your obligation to ensure that no copyright, trademark, trade secrets, or other proprietary rights are being violated or infringed, that no defamation or harassment takes place, and that no violation of privacy, publicity or other personal rights occurs, by posting or transmitting any Other Content, including without limitation the User Content; and You agree to and do hereby indemnify ESR against any claim of infringement or violation related thereto. Neither ESR nor its directors, officers, partners, employees or representatives has any responsibility or liability for Other Content, including without limitation any messages or information posted by Users or others, or for the content of information accessible via direct or indirect hyperlinks from the Web Site. ESR retains the right, which it may or may not exercise, in its sole discretion, to review, edit, or delete User Content and Other Content that ESR deems to be illegal, offensive, or otherwise inappropriate.
Neither ESR, nor its directors, officers, partners, employees or representatives is an underwriter, investment advisor, venture capital firm, agent of issuer, finder or broker-dealer. We do not offer investment advice, nor do we sell or buy, nor make any offer to sell, nor solicit any offer to buy, securities in any company or other entity. You agree to and do hereby indemnify ESR, its affiliates, directors, officers, partners, employees and representatives from all damages, liabilities, costs, charges and expenses, including reasonable attorneys' fees, which ESR, its affiliates, directors, officers, partners, employees and representatives may incur as a result of or arising from: (i) Your breach of this Agreement, use of the Web Site or conduct regarding ESR or the Web Site; or (ii) material entered into the Web Site with the use of Your "user name" or password, including without limitation the Other Content and User Content. ESR reserves the right to assume the exclusive defense, settlement and control of any such matter for which You have agreed to indemnify ESR and its related parties.
Rules for Sales Training Providers
Users of the Web Site include providers of sales training and courses (“Sales Training Providers”). By becoming Subscribers, Sales Training Providers are entitled to the access rights and advisory services included in their paid Subscription and hereby agree to the following:
§ To create their Profile, they will answer ESR’s questions in a complete and accurate manner, with the intent of providing ESR entirely truthful information about themselves, their services and their courses.
§ ESR may publish and make available to all Users a report of the Sales Training Provider and its services as additional Web Site Content,
§ ESR will make reasonable efforts to allow the Sales Training Provider to review the ESR report at least 48 hours before it is made publicly available online. THIS IS NOT AN APPROVAL RIGHT, but is intended only to enable the Sales Training Provider to correct any errors or omissions in the facts contained in the report.
§ By becoming Subscribers, Sales Training Providers are obligated and bound by all provisions of this Agreement that apply to Users and Subscribers.
§ With respect to any and all ESR content, Sales Training Providers may not distribute, duplicate, quote from, or otherwise communicate any word, phrase, graphic, or document in part or full, without ESR’s written permission. Violation of this term of use can result in immediate termination of the Sales Training Provider’s subscription and an immediate demand for deletion of all ESR’s content, in paper or digital format, from any and all computers, drives or other storage devices owned or operated by any and all employees or others affiliated with that Sales Training Provider. No refund of any subscription fees will be considered or provided.
NO WARRANTIES/LIMITATIONS ON LIABILITY
NEITHER THE WEB SITE NOR ESR MAKES ANY REPRESENTATIONS, GUARANTEES OR WARRANTIES, EXPLICIT OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AS TO THE ACCURACY OR COMPLETENESS OF OR RESULTS TO BE OBTAINED FROM ACCESSING AND USING THE WEB SITE, WEB SITE CONTENT, OTHER CONTENT, OR ANY MATERIAL THAT CAN BE ACCESSED (VIA A DIRECT OR INDIRECT HYPERLINK OR OTHERWISE) THROUGH THE WEB SITE. USE OF THE WEB SITE IS AT YOUR SOLE RISK AND DISCRETION. NEITHER THE WEB SITE NOR ESR SHALL BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INACCURACY, DELAY, INTERRUPTION IN SERVICE, ERROR OR OMISSION, REGARDLESS OF CAUSE, OR FOR ANY DAMAGES RESULTING THEREFROM.
IN NO EVENT WILL THE WEB SITE, ESR OR ANY OF THEIR THIRD PARTY LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST TIME, DATA, MONEY, PROFITS OR GOOD WILL, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEN OR UNFORESEEN. EXCEPT FOR INDEMNIFICATION OF ESR BY YOU AS SET FORTH IN THIS AGREEMENT, YOU AGREE THAT ALL CLAIMS OR DEMANDS OF WHATEVER KIND ASSESSED AGAINST ESR, ITS MANAGERS OR ASSOCIATES, OR ANY OF ITS THIRD PARTY LICENSORS ARISING OUT OF OR RELATING TO WEB SITE CONTENT OR USE OF THE WEB SITE, SHALL NOT EXCEED THE TOTAL AMOUNT YOU PAID TO ESR FOR USE OF THE WEB SITE AND THE WEB SITE CONTENT DURING THE PREVIOUS TWELVE (12) MONTHS (OR IF YOU HAVE SUBSCRIBED FOR FEWER THAN TWELVE (12) MONTHS, DURING THE TIME SINCE YOUR SUBSCRIPTION BEGAN). YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE NOT RECEIVED OR RELIED UPON ANY AUDIT, COMPLIATION OR REVIEW OF FINANCIAL STATEMENTS, OR ANY LEGAL, TAX OR ACCOUNTING ADVICE, OPINION OR DIRECTION FROM THE WEB SITE OR ESR.
Registration
As part of the Registration Process, You must select an “email address” as your "user name" and a password. The email You provide must be a valid email address that You legitimately own, and You must provide ESR with accurate, complete, and updated information. Failure to do so constitutes a breach of this Agreement, which may result in immediate termination of Your access.
Privacy Policy
ESR may, from time to time, use information You provide as part of the Registration Process to send You information regarding other products or services from ESR that may be of interest to You, unless you elect to opt-out. In addition, ESR may provide aggregated, anonymous statistical information about the Web Site users to other persons, including potential advertising clients. For detailed information about the ESR Privacy Policy, and your rights under it, click on the hyperlinked text at the bottom of this screen entitled “ESR Inc.’s Privacy Policy”.
Term and Termination
This Agreement will continue until terminated by either ESR or You. The Agreement can be terminated by either party by notifying the other party by telephone or electronic mail of the decision to terminate. You may also terminate this Agreement by using the "cancel membership" option upon logging off the Web Site. Termination will not entitle You to a refund, except as provided below. ESR may terminate, discontinue or change the Web Site, or its availability to You, at any time for any reason.
Fees & Payments
When You register at the Web Site, You may register as a Guest or as a Subscriber at one of the various subscriber levels (“Subscription”); or (2) You may upgrade from one level of Subscription to another (“Upgrade”). You must register (initially or by Upgrade) as a Subscriber of the Web Site to access Subscriber-only content (the “Subscriber Content”). Your Subscription must be fully paid before You will be provided full access to the Web Site’s Subscriber Content. As a promotion, ESR may, at its own sole discretion, from time to time grant limited-time access to the Web Site Subscriber Content to Guests or Visitors, and may terminate this access at any time and for any reason.
You agree to pay all fees and charges incurred in connection with your user name and password for any Subscription or other product, including applicable taxes and communications or access charges, at the rates in effect when the charges were incurred. The list of current fees for the several Subscriptions is available on the Web Site. 50% of your Subscription fee is for a license to access archived information on the Web Site and 50% of your Membership fee is for 12 months (or lesser time for so-designated subscription offerings) of access to the Web Site. Should You terminate your Subscription, and provided that You are not in breach of this Agreement, 50% of your annual fee paid is refundable on a pro rated basis to reflect the unused portion of the subscription, to be paid within 90 days of termination. ESR may change Subscription rates in the normal course of business, but any such change will not affect a Subscription already in force for the duration of that Subscription.
If You believe your user name or password have been used to access the Web Site without your authorization, please promptly email the Web Site customer service at Vivian.Engel@ESResearch.com.
General
This Agreement constitutes the entire agreement between the parties relating to the Web Site and supersedes any and all other agreements, oral or in writing, with respect to ESR. The failure of ESR to insist upon strict compliance with any term of this Agreement shall not be construed as a waiver with regard to any subsequent failure to comply with such term or provision. This Agreement is personal to You, and You may not assign your rights or obligations to anyone. If any provision in this Agreement is invalid or unenforceable under applicable law, the remaining provisions will continue in full force and effect. This Agreement, your rights and obligations, and all actions contemplated by this Agreement shall be governed by the laws of the United States of America and the Commonwealth of Massachusetts as if the Agreement was a contract wholly entered into and wholly performed within Massachusetts.
I HAVE READ AND UNDERSTAND THIS AGREEMENT AND AGREE TO BE BOUND BY ALL OF ITS TERMS.
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ES Research Group Incorporated
The ESResearch.com Site Management Team