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TERMS AND CONDITIONS OF USE

These terms and conditions of use ("Terms of Use") govern Your access and use of the Flipside Prodigy Inc. d/b/a Agency Access ("Agency Access") Website located at www.agencyaccess.com (The "Website") and all services provided through or in connection with the Website. Additionally related documents that apply to Your access and use of this Website and/or services provided in connection therewith are expressly incorporated into these Terms of Use and may be directly accessed by clicking on the following links:

1. GENERAL TERMS

Agency Access owns and operates the Website through which it advertises, markets, offers and provides certain information and services. Portions of the Website may be generally publicly available and may be accessed by any Internet user ("User"). Other restricted sections of the Website and certain subscription services may only be available and may only be accessed by Users who have a paid subscription and use their unique User name and Password ("Subscribers"). These Terms of Use govern the terms and conditions under which "You" (as a Subscriber, User or both) may access either the public or restricted portions of the Website and/or any subscription service that You receive from Agency Access.

2. OWNERSHIP OF WEBSITE AND ITS CONTENT

This Website is owned and operated by Agency Access. All of the information and content featured or displayed on the Website (the "Content"), including, but not limited to, listings of artists, representatives, advertising agencies, design studios, corporate art departments and support services, text, graphics, photographs, images, illustrations and software, is owned by or licensed to Agency Access or its advertisers. Agency Access reserves the right to amend, change, alter, enhance, remove, or cease to provide access to the Website or its content at any time, without prior notice to any User and/or Subscriber to the extent not prohibited under Your Subscription Agreements.

3. TRADEMARKS

Flipside Prodigy Inc., owns any and all intellectual property rights arising out of, related to, or in any way connected with "Agency Access," "agencyaccess.com" and the Agency Access or agencyaccess.com logos, including, but not limited to, the colorized four-petal logo ("Agency Access Intellectual Property"). You cannot use the Agency Access Intellectual Property without first obtaining Agency Access' specific written permission. Nothing on the Website shall be construed as granting a license or right to use the Agency Access Intellectual Property without its permission.

4. NEWSLETTERS AND PROMOTIONS

By providing Agency Access with Your email and/or other contact information, You agree to receive all email newsletters, email promotions and direct mail promotions produced by Agency Access and its affiliates. You may opt out of our email promotions and newsletter at any time by clicking the unsubscribe link located in our emails. You can also call directly and ask to be removed from any email or direct mail promotions or newsletters. Contact information for Agency Access may be found by clicking here. In order to unsubscribe, You must properly select the unsubscribe links on both the newsletter and email promotions separately or contact Agency Access directly to be removed. Agency Access values Your privacy. Neither Agency Access nor its affiliates will sell or rent Your contact information to any third-parties. To view Agency Access' full privacy policy, click here.

5. AGENCY ACCESS BLOG

The Website presently permits access and participation in the Agency Access blog. The Agency Access blog is a blog for professional visual artists. Agency Access' editorial staff reserves the right to accept or deny any and all blog submissions. You agree that Agency Access has the right to reject or remove blog submissions that do not, in the sole opinion of the editorial staff, reflect the content, style and professionalism Agency Access seeks to represent. You also agree that Agency Access' editorial staff has the right to evaluate and rank blog submissions as it deems appropriate. As a result of its editorial activities, some blog posts may achieve greater or lesser exposure. By submitting a blog post, You agree to the possibility of this outcome and to be bound by these Terms of Use. Notwithstanding the foregoing, You understand and agree that Agency Access' role in connection with the blog is as an Internet Service Provider and that Agency Access is not and will not be liable for any posted comment or response to a comment which is authored or submitted by anyone other than Agency Access.

6. HARDWARE, SOFTWARE AND CONTENT

Agency Access shall obtain and maintain the computer hardware and software necessary to perform its obligations under the Terms of Use. Such hardware and software shall not be dedicated hardware or software. Nothing in the Terms of Use grants You, as a User and/or Subscriber, or any other person, any right, title or interest in or to Agency Access' hardware, software or any database or Content stored thereon. From time to time, the Website, its Content or functionality, may be unavailable due to essential updating, maintenance, updating of the Terms of Use, modification, investigative procedures, enhancements or any other reason. Agency Access does not warrant that access to the Website, its Contents or functionality will be constant and always available or without interruption. Agency Access will not be liable to You, as a User or Subscriber, in the event of service or access interruptions.

7. THIRD-PARTY LINKS

The Website may contain links to third-party Websites. Such other Websites are not owned, operated or controlled by Agency Access. You agree that Agency Access is not responsible for the content or functionality contained on any such third-party Website and that You waive any and all claims against Agency Access as to any loss incurred as the result of Your access or use of such third-party Website.

8. SUBSCRIPTIONS

Agency Access offers paid Subscribers access to its database of creative professionals as well as a variety of marketing or consulting services in exchange for a fee ("Subscriptions"). Depending on the Subscription(s) selected and paid for by You, You (and the individuals, such as assistants, representatives, consultants, marketing staff, etc., that are working with You to assist Your marketing efforts) may be permitted to view information contained in Agency Access' "Contact Database" and/or receive "Marketing and/or Consulting Services" (collectively "Services") as offered by Agency Access through this Website or otherwise. Agency Access offers different levels of Subscriptions, depending on Your unique characteristics, such as size, number of users, nature of the Subscription(s) selected, etc. ("Subscription Level"). You will have an opportunity to discuss Your Subscription Level qualifications when you arrange for Your Subscription with Agency Access. Any information, software or other material provided to You by Agency Access under Your Subscription is for the limited use and purpose of that Subscription and only to the extent permitted by Your Subscription Level.

In order to Subscribe, in addition to agreeing to these Terms of Use, You must enter into and agree to be bound by the terms of Your Subscription Agreement and Invoice ("Subscription Agreement") with Agency Access. A copy of the Subscription Agreement can be accessed by clicking here. These Terms of Use and any applicable Services Agreements are expressly incorporated into and are made part of the Subscription Agreement.

On occasion, Agency Access may offer "Introductory Subscriptions" to Users, which permit Users to receive limited Subscription access and services. The scope or duration of any Introductory Subscription offer and User's qualifications for Introductory Subscriptions are within the sole discretion of Agency Access. As a condition of receiving an "Introductory Subscription," you agree that you will be considered a "Subscriber" under this and/or any applicable Services Agreement with Agency Access and that you will comply with all Terms of Use applicable to Subscribers during its duration.

a. Contact Database Subscription

As a Subscriber, You may subscribe for access to Agency Access' database of creative professionals ("Contact Database"). Your Subscription permits You (and the individuals, such as assistants, representatives, consultants, marketing staff, etc., that are working with You to assist Your marketing efforts) to view information contained in the Contact Database, which may include direct contact information for creative personnel at advertising agencies, editorial professionals, design firms, graphic design firms, interactive/multimedia design firms, magazine and book publishers, in-house corporate art departments and major corporate marketing departments. The Contact Database may offer further contact details, when available, for the creative personnel in the Contact Database, which may include additional information, such as job titles, email addresses, and the contact's buying habits. Your Subscription also provides You (and the individuals, such as assistants, representatives, consultants, marketing staff, etc., that are working with You to assist Your marketing efforts) with support services concerning Your access to the Contact Database. The information contained in the Contact Database may be downloaded by You, as a current, paid Subscriber, (and the individuals, such as assistants, representatives, consultants, marketing staff, etc., that are working with You to assist Your marketing efforts) for Your exclusive use and benefit only, in a manner consistent with Your Subscription Level. Agency Access reserves the right to change any or all of the information contained in the Contact Database, or to change the format or the way the Contact Database may be viewed or delivered to a Subscriber.

As a Contact Database Subscriber, You agree that:

  • You may use the data contained in the Contact Database for promotional purposes in connection with the promotion of a single person, business or entity consistent with Your Subscription Level;
  • You may formulate and construct a contact list tailored to Your promotional needs;
  • You may use the Contact Database to download, search, and construct a list of contacts and/or send emails using Your personal selection criteria ("Customized List");
  • You may permit individuals, such as assistants, representatives, consultants, marketing staff, etc., that are working with You to assist Your marketing efforts to access or use the data so long as You a) advise them that their access and use of the data is for the sole purpose of Your marketing efforts and b) take reasonable efforts to ensure that they do not access or make use of the data for their own or someone else's benefit;
  • You may upload Your personal contacts for permitted marketing purposes ("Personal Database");
  • You may not upload any personal contact or include in a Customized List or Personal Database any person or entity that has unsubscribed or requested exclusion from Your marketing promotions;
  • You may not publish, distribute or disclose the information contained in the Contact Database to any third-party nor allow any third-party to access, use, or benefit from the Contact Database or information contained therein, except for the purpose of assisting You in Your marketing efforts;
  • You may not alter, misconstrue, deface, or change in any way the information contained in the Contact Database or act in any way that will change its original meaning or representation;
  • You may not, without the prior written consent of Agency Access, use or permit the use of the information in the Contact Database:
    • to generate any statistical information or analysis;
    • prepare any comparison to other information databases for purpose of furnishing the comparison or data, in any manner, to a third-party;
    • in connection with individual credit, employment or insurance applications;
    • for the purpose of compiling, enhancing, verifying, supplementing, adding to, or deleting from any mailing list, geographic or trade directories, business directories, classified directories, classified advertising, or other compilation of information which is sold, rented, published, furnished or in any manner provided to a third-party.

b. Marketing and/or Consulting Services

As a Subscriber, You may subscribe to receive certain "Marketing Services" to be provided by Agency Access, such as, by way of example only, Emailer, Print, Mail, etc. As a Subscriber, You may also subscribe for Agency Access to provide Consulting Services, such as, by way of example only, Campaign Manager, Portfolio Build, etc. In order to receive some Services that You select, it may also be necessary for You to subscribe to the Contact Database or other Services. Other Services may be available for Subscription on a "stand-alone" basis or in different combinations. You will have an opportunity to discuss the appropriate combination when you arrange for Your Subscription with Agency Access.

c. Subscriber's Obligations

Your use of the Contact Database or Services is exclusively limited to promotion of a single person, artist or entity consistent with Your Subscription Level. The use of the Contact Database or Services for promotion of more than one person, artist or entity, or in excess of Your Subscription Level, will constitute a material breach of Your agreement(s) with the Agency Access and grounds for immediate termination.

As a Subscriber, You must comply with Your obligations under these Terms of Use and any other Agreement with Agency Access, including, but not limited to, Your obligation to make timely payment as set forth below and/or in Your Subscription Agreement with Agency Access. If You do not comply with any obligation under these Terms of Use or other Agreement with Agency Access (including non-renewal or non-payment under the Subscription), Agency Access, in its sole discretion, may terminate Your access to the Contact Database (and support services in connection therewith) and/or may cease providing Services. If Agency Access terminates Your access to the Contact Database or Services due to Your breach of the terms of this Terms of Use or other Agreement with Agency Access, You agree that you will nevertheless be obligated to make full payment of all Subscription fees, which will become immediately due upon termination. The foregoing is without waiver of Agency Access' right to seek any and all further and additional relief for Your breach whether available at equity or at law.

d. Subscription Duration

All Subscriptions are for a limited period of time ("duration"). The duration may vary depending on the nature of the Subscription and the Services to be provided by Agency Access. Generally, the duration of a Subscription is one year (12 months) unless a different term is stated in an applicable Services Agreement or Subscription Agreement between You and Agency Access, in which case that duration will apply. Unless otherwise noted in writing, the Subscription commences on the day that You a) agree to the Subscription Agreement; b) receive a copy of the invoice; or c) pay the initial payment due for the Subscription, whichever is earliest. The Subscription ends upon expiration of its duration. You may not cancel Your Subscription(s) under any circumstances. You will be required to make all payments due during the duration of the Subscription regardless of whether You choose to access the Website, Contact Database or use the Services You agreed to in the Subscription Agreement. After expiration of Your Subscription(s), You and Agency Access may agree to extend or renew the Subscription Agreement under the Terms of Use and fees then in effect.

Upon expiration, non-renewal, or termination by Agency Access, You may no longer access, use or possess the information contained in the Contact Database and Agency Access will cease providing support and/or Services. Without waiver of any other right or interest Agency Access may have, if You continue to access or use the data contained in the Contact Database (whether by direct or indirect access to the Contact Database or through data You downloaded prior to the expiration of Your Subscription), or continue to use Services without renewal or extension of Your Subscription(s) or after termination by Agency Access, You agree to pay all fees that would be due and owing under the Terms of Use and Subscription Agreement then in effect or under Your prior Subscription Agreement, whichever is greater.

e. Subscriber's Promises and Warranties

As a condition of receiving access or services under Your Subscription:

You agree that you will use any data, information and services that you obtain in compliance with any and all applicable U.S. Federal and State laws, rules and regulations, including, but not limited to, those concerning fax broadcasts, email transmissions, and direct marketing.

You further agree to make yourself aware of and to fully comply with all non-United States laws that may be applicable to Your use of the data, including those laws that are applicable to the jurisdiction to which You direct any email transmission, fax or direct marketing. For a further discussion of Your obligations, see "Subscriber's Obligations in Compliance with Non-US Law" which may be accessed by clicking here.

You agree that You shall keep up-to-date and abide by current business practices respecting the privacy of consumers. You agree that You shall not supply or enter any information into any Agency Access database that is false, defamatory, harmful, viral in nature, vindictive or negative in any way. You agree that You shall not use any information obtained from Agency Access for an illegal purpose or for any purpose that can be reasonably construed as objectionable.

You agree that You shall keep confidential User names, Passwords, contacts, lists, and any other information derived from Your access and use of the Contact Database or Services. You promise and agree that You shall not allow any individual or entity to use or view any of the contacts or information that You have derived from Your relationship with Agency Access for any purpose other than assisting You in Your marketing effort. You Agree that if your User name and/or Password is misplaced or is delivered to another individual, or if You allow another individual or entity to use, view or access the Contact Database or Services, for any purpose other than assisting You in Your marketing effort, You shall be liable for and reimburse Agency Access for the purchase of a full Subscription at the rates in effect at the time, as well as costs and fees, including attorneys' fees, incurred by Agency Access to investigate and correct Your breach. The foregoing is without waiver of any remedy that may also be available to Agency Access under law or equity.

You agree that Agency Access has sole discretion to determine whether You have supplied or used any information or services in a manner that is in excess of Your Subscription Level, in breach of Your promises under the Terms of Use or any agreement with Agency Access or in a manner that is illegal or objectionable. You agree that in such event, Agency Access may take such steps that Agency Access deems appropriate, including, but not limited to, removal of the objectionable material and termination of Your access and services under the Subscription Agreement(s).

f. Seeding Data Lists

You understand Agency Access engages in the process of "seeding" of its mailings, contact lists, and other data listings, so that it may detect possible violation, fraud and unauthorized distribution or use of the information contained therein in violation, breach or in excess of Your Subscription. You hereby consent to "seeding" by Agency Access in the manner and to the extent that Agency Access deems necessary and appropriate.

g. Subscription Termination

Your access to the Contact Database and/or receipt of Services may be suspended or terminated at Agency Access' sole discretion, upon any of the following occurrences:

  • Your failure to pay Subscription fees, dues or expenses as due under the Terms of Use, Subscription Agreement, or Services Agreement;
  • Your Subscription(s) has expired and has not been renewed;
  • Suspicion by Agency Access that Your User name and/or Password has been lost, stolen, sold, conveyed or loaned to a person not entitled to view or have access to the Contact Database or Services;
  • Suspicion by Agency Access that You have distributed materials, information or data that you obtained through Agency Access to individuals or entities not entitled to possess those materials under the terms of this Terms of Use, Your Subscription Agreement and/or Services Agreement or in excess of Your Subscription Level;
  • Suspicion by Agency Access that You have used data or services derived from Your Subscription in a manner that is illegal under U.S. law or any non-US law that Agency Access has notice applies based on Your distribution of Your marketing materials; and
  • Your breach of any provision in this Terms of Use, Your Subscription and/or Your Services Agreement with Agency Access.

Upon termination of the Subscription, You shall immediately discontinue using any information, software or other materials provided to You by Agency Access. You agree that You shall return or destroy any items relating to the services and products provided by Agency Access (including, but not limited to, data, media, software, hardware, electronic and printed documentation). You also agree that You shall purge any data, including, but not limited to, data from the Contact Database or maintained in Your Customized List, from all stationary and removable computer storage devices and media containing data, information and/or materials that You accessed or received as a result of Your Subscriptions. You agree that termination does not relieve You of Your obligation to pay all fees that are or may become due under Your agreements with Agency Access.

9. AGENCY ACCESS' GRANT OF LIMITED LICENSE

a. User License

Subject to the User's acceptance of, and compliance with this Terms of Use, Agency Access hereby grants each User a non-exclusive, non-transferable license to access or view only those portions of the Website that are available for public access without requiring a paid Subscription or Introductory Subscription. Agency Access reserves the right to amend, terminate or modify the User's License and/or access to the Website at any time with or without prior notice to the User.

b. Subscriber License

Subject to Your acceptance of, and compliance with, the Terms of Use, Subscription Agreement and any applicable Services Agreement, Agency Access hereby grants a non-exclusive, non-transferable limited license to each Subscriber to access, view and use of the Contact Database and/or Services, only to the extent and as strictly limited to such access or services provided for under the individual Subscriber's paid Subscription.

c. Limitation on License

As a User and/or Subscriber may not, under any circumstances, do any of following:

  • You may not use the name Agency Access or Flipside Prodigy, Inc. for Your own or anyone else's promotional purposes;
  • You may not include the name Agency Access or Flipside Prodigy, Inc. in any promotional products unless such use is specifically pre-approved by Agency Access, in writing;
  • You may not participate in any activity deemed by Agency Access, in its sole and exclusive determination, to be unacceptable or in violation of the terms of the Terms of Use or any other agreement with Agency Access;
  • You may not participate in any activity that may be construed as damaging, detrimental, or competitive to Agency Access, the Contact Database or its Services;
  • You may not interfere with Agency Access' seeding of the Contact Database, emails, postal mail or other data lists, or Agency Access' detection of a seed; and
  • You may not sell, assign, publish, distribute, hand out, allocate, issue, dispense, allow any other entity or person access to, or convey any part of the Contact Database or any part of any information obtained through Agency Access' data, information, lists or services, without the express prior written consent of Agency Access.

10. SUBSCRIBER'S CONTENT

As a Subscriber, You may subscribe to receive certain Marketing Services that may enable or require You to provide content so that Agency Access may broadcast it on your behalf by email, publication, mailing or otherwise. In order to receive such Marketing Services, You agree that You must deliver the content that You wish for Agency Access to broadcast (" Subscriber's Content") to Agency Access within the timeframe specified by Agency Access to permit broadcast by the desired broadcast date. All Subscriber's Content is subject to Agency Access' approval before broadcast by Agency Access. Agency Access reserves the right, at its sole discretion, to reject any Subscriber's Content that advertises or promotes any product or service, including, but not limited to, any Subscriber's Content that, in Agency Access' opinion, advertises or promotes illegal activity, illegal products, illegal product paraphernalia, sexual paraphernalia, adult films or other media, weapons, illicit activities, chain letters, pyramid fund raising, or similar types of material. Notwithstanding Agency Access' reservation of this right, Agency Access has no responsibility to and is not liable to You or any person or entity for its broadcast or refusal to broadcast the Subscriber's Content whether or not it is later determined to be illegal or objectionable.

11. DETAILS OF EMAIL BROADCAST

In the event that You subscribe for Marketing Services that include distribution or broadcast of Your emails by Agency Access, each such email must correctly identify the Subscriber's contact information and contain an opt-out feature that allows the recipient to be electronically removed from the list of recipients that may receive Your broadcast emails in the future. It is Your responsibility, as a Subscriber, to keep Your contact information up-to-date and to take reasonable steps to comply with the request of any recipient that opts-out of Your future broadcast emails.

12. SUBSCRIPTION FEE

The Subscriber agrees to pay the Subscription Fees set forth in the Subscription Agreement between Subscriber and Agency Access, in full, for all Subscription(s) that You select at the time that You subscribe to for services. Under certain circumstances, Agency Access may permit Subscribers to make periodic payments of the full Subscription Fee as set forth in the Subscription Agreement between You and Agency Access, without affecting the duration of the Subscription or the total Subscription Fee payable by the Subscriber, in which case the Subscriber must 1) make an initial Subscription Fee payment; and 2) provide a credit card number and authorization for Agency Access to automatically charge the Subscriber's card for each periodic payment without requiring further authority from the Subscriber. Payment, as set forth in Your Subscription Agreement with Agency Access, must be made by You prior to Your access to and/or use of the Subscription(s) or receipt of any Services in connection with and, if applicable, must continue to be made in a timely fashion throughout Your Subscription's Duration. You agree that You will not interfere with Your pre-authorized periodic charge to Your credit card during the Duration of Your Subscription or until the full Subscription Fee is paid.

Your Subscription Fee(s) may be subject to certain federal, state or local taxes, which are not included and are in addition to Your Subscription Fee. In all circumstances, where Agency Access is required by law to collect such taxes from You, it shall do so.

Subscription Fees are not refundable or cancelable under any circumstance. You agree that You will pay all Subscription Fees, and applicable taxes, regardless of whether You, as a Subscriber, access or use the Subscription data, information, materials or Services available to you as a result of your Subscription or whether your Subscription is terminated by Agency Access due to expiration or your breach of these Terms of Use and/or any other agreement between You and Agency Access.

Any Subscription Fee or portion thereof that remains unpaid 30 days after it is due, shall accrue interest at a rate of 1.5% per month (18% per annum) or the maximum rate allowed by law, if lower. If any portion of the Subscription Fee is not paid when due or if payment is dishonored by the financial institution to which the payment was presented, You agree that You shall immediately pay, in full, the entire outstanding balance due on Your Subscription and shall reimburse Agency Access for any cost or fee associated with or resulting from Your non-payment. You authorize Agency Access to charge Your account for any fee incurred due to a dishonored payment or the Subscriber's violation of the Terms of Use or other agreement between You and Agency Access. Failure to pay upon request, or if payment is declined, shall result in immediate suspension of the Subscriber's User name and Password and termination of the Subscriber's access to and/or use of the Subscriptions or receipt of any Marketing or Consulting Services. Failure to pay any outstanding balance may result in legal action against the Subscriber and any person who is presumed to have had access to the account, including, but not limited to, assignment of the account to a collections agency or pursuing other methods of collection.

If access or services are provided by or through You to a non-Subscriber or if You use Your Subscription in excess of Your Subscription Level, You agree that You will fully reimburse Agency Access for the cost of the Subscription(s) for the access or services that were received as well as the costs of investigation and collection of said Subscription Fees, including, but not limited to, reasonable costs, expenses and attorneys' fees.

The foregoing rights by Agency Access are without waiver of any further rights that Agency Access may have at equity or law.

13. OFFERED CONTENT

As a condition of Your submission to Agency Access of Your Subscriber's Content and/or any comment, blog post, copy or art of any description that You provide to Agency Access for possible publication or dissemination by Agency Access ("Offered Content"), You hereby warrant, promise and agree that:

a) You own or have all necessary licenses, rights, consents, and permissions to use and to authorize Agency Access to use the Offered Content, including, but not limited to, any necessary patent, trademark, trade secret, copyright or other intellectual property or other proprietary rights in the Offered Content;

b) You have the written consent, release, and/or permission of each and every identifiable individual person in the Offered Content to use and to authorize Agency Access to use the name or likeness of each and every such identifiable individual person in the Offered Content;

c) By submitting the Offered Content to Agency Access, You as a Subscriber or User, agree to be bound by all terms set forth in these Terms of Use or in any other agreement between You and Agency Access;

d) You have the right to, and hereby, assign to Agency Access a limited, worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform Your Offered Content in any media formats and through any media channels, solely for the purpose and to the extent necessary for Agency Access and/or Flipside Prodigy Inc. to promote and market their Website, database and associated services. Any sublicense by Agency Access for the purpose of promoting and marketing a Website shall be strictly limited to an affiliated entity of Agency Access such as Flipside Prodigy Inc. or successor company with common ownership as Agency Access for promotional and marketing purposes only and not for sale or to profit from your Offered Content in connection with such sublicense as granted herein; and

e) You hereby agree to indemnify and hold harmless Agency Access from any and all claims of whatever nature that may arise from, in connection with, or be related to, Your Offered Content, including, but not limited to, any claim that You made an impermissible use of the Offered Content, did not have the necessary licenses, permissions or releases for Your Offered Content or lacked the requisite authority to grant Agency Access permission or license as to the Use of Your Offered Content as provided for above. You do not agree and shall not be responsible to indemnify and hold Agency Access nor it's affiliated entities for any negligent acts or omissions of Agency Access unrelated to the truth, veracity, content of the offered content and authority by you to use and grant the licenses in connection with the Offered Content as set forth herein.

14. USER/SUBSCRIBER WARRANTIES

As a User and/or Subscriber, You agree that You will not, under any circumstances, use the Website or any services provided by Agency Access in connection with the Website to do the following:

(i) You will not make available any material that is protected by another's copyright, trademark, trade secret, or other intellectual property right, or is otherwise subject to third-party proprietary, privacy or publicity rights, unless You are the owner of such rights or have permission from their rightful owner to post the material and to grant Agency Access all required license rights. See Agency Access' Copyright and Intellectual Property Policy

(ii) You will not make available any material that is false, misleading, harmful, abusive, tortious, vulgar, unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or sexually or ethnically offensive, or that encourages conduct that would be considered a criminal offense, gives rise to civil liability, violates any law, or is otherwise inappropriate;

(iii) You will not cause harm, of any type, to minors;

(iv) You will not submit materials or post links to advertisements or solicitations of business other than advertisements or solicitations of business reasonably necessary to use the Website for its Intended Purpose;

(v) You will not intentionally or unintentionally violate or aid others in the violation of any applicable local, state, national or international law or regulation;

(vi) You will not enable or assist in the transmission of "junk mail," "chain letters," "pyramid schemes," unsolicited mass mailings, instant messaging, "spimming," or "spamming" or any other form of improper or illegal solicitation now known or that may be developed in the future;

(vii) You will not "stalk" or otherwise harass another person or assist another in doing so;

(viii) You will not collect or store private or personally identifying information about others for unlawful or inappropriate purposes;

(ix) You will not misrepresent or assist others in misrepresenting the origin of any Content, Subscriber's Content or Offered Content on the Website or services provided by Agency Access;

(x) You will not impersonate any person or entity, including, but not limited to, Agency Access' officials, employees, consultants, or otherwise misrepresent Your affiliation with any person or entity;

(xi) You will not make available any material that You are prohibited from disclosing as a result of Your contractual or fiduciary relationship with another individual or entity or as a matter of law or regulation;

(xii) You will not make available or distribute any materials, computer code or "malware" that facilitates hacking, or that is intended to interfere with or destroy the functionality of any Website, computer software, hardware or telecommunications equipment or to interfere with the performance or functionality of this Website or any other Website, including, but not limited to, software viruses, worms, Trojan horses, time bombs, trap doors or any other computer code, files or programs or repetitive requests for information, any other form of improper or illegal malware now known or that may be developed in the future. See Agency Access Security Policy.

(xiii) You will not download data from any Agency Access database through automated means, including spiders, robots, crawlers or other automated means now known or that may be developed in the future;

(xiv) You will not harvest, modify, publish, transmit, transfer, sell, reproduce, create derivative works from, distribute, perform, link, display or in any way exploit any Content (including someone else's Subscriber Content or Offered Content), including, but not limited to, incorporating data from any Agency Access database into any email or "white pages" products or services, whether browser-based, based on proprietary client-site applications, web-based, or otherwise;

(xv) You will not sell, distribute, or make any use of, commercial or otherwise, data obtained from any Agency Access' database in a manner that could be expected to offend the person for whom the data is relevant;

(xvi) You will not create and maintain an Agency Access' user profile that contains hyperlinks to content not permitted on Agency Access;

(xvii) You will not disrupt the normal flow of dialogue in a chat room, cause a screen to "scroll" faster than other users of the Website are able to type, or otherwise act in a manner that negatively affects other Users' ability to engage in real time exchanges;

(xviii) You will not interfere with or disrupt the Website or servers or networks connected to the Website, or disobey any requirements, procedures, policies or regulations of networks connected to the Website;

(iv) You will not access the Website after Your access or subscription has been terminated by Agency Access for any reason; and

(xx) You will not make available any materials, or act in any manner that is offensive to the Agency Access community or the spirit of these Terms of Use.

You acknowledge and agree that Agency Access may, but is not required to, monitor Your conduct in connection with the Website and any services provided by Agency Access in regard thereto. You agree that Agency Access may remove any materials Submitted by You, restrict Your access to the Website and/or terminate any and all Subscription Agreements or other agreements between You and Agency Access, if Agency Access, in its sole discretion, determines that you have taken actions in violation of these Terms of Use and/or any other agreement between You and Agency. You understand that in the event of termination for any cause You will not be entitled to a refund of the Subscription Fee and will be required to make all periodic payments that remain outstanding at the time of the termination. You understand and agree that Agency Access may access, preserve and disclose your User and/or Subscriber account information if Agency Access determines that it is necessary to do so in order to comply with apparently valid legal proceedings to process a good faith complaint by a third-party that You have violated these Terms of Use, or to protect the legal rights, property or personal safety of Agency Access, its Users and Subscribers and the public at large.

15. DISCLAIMERS AND LIMITATIONS OF WARRANTIES

Agency Access uses reasonable efforts to ensure the accuracy, correctness and reliability of the Content of the Website, but it makes no representations or warranties as to the Content's accuracy, correctness or reliability and You may not rely on any statement, express or implied, to the contrary. Agency Access will not knowingly promote or display inaccurate, incorrect, or unreliable Content. If Agency Access is provided with actual knowledge that the Content contains incorrect or unreliable facts, Agency Access will take reasonable steps to correct or remove same within a reasonable time after receiving actual notice of its inaccuracy.

THIS WEBSITE AND ITS CONTENT, AS WELL AS THE INFORMATION, DATABASE AND SERVICES ASSOCIATED THEREWITH ARE PROVIDED "AS IS." AGENCY ACCESS EXCLUDES AND DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A GENERAL OR PARTICULAR PURPOSE. AGENCY ACCESS IS NOT LIABLE FOR DAMAGES OF ANY KIND ARISING FROM THE USE OF THE WEBSITE, ITS CONTENTS AND/OR THE DATA OR SERVICES PROVIDED IN CONNECTION THEREWITH, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES. THE FUNCTIONS EMBEDDED IN, OR THE MATERIALS AND CONDUCT AVAILABLE AT THIS WEBSITE ARE NOT WARRANTED TO BE UNINTERRUPTED OR WITHOUT ERROR. THE USER AND/OR SUBSCRIBER ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION DUE TO THE USER'S AND/OR SUBSCRIBER'S USE OF THIS WEBSITE OR RELATED SERVICES. EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAW, NEITHER AGENCY ACCESS NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR CONTRACTORS ARE LIABLE FOR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, DIRECT, INDIRECT, COMPENSATORY, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES) ARISING OUT OF USER'S AND/OR SUBSCRIBER'S USE OF, OR INABILITY TO USE, OR THE PERFORMANCE OF THIS WEBSITE, ITS CONTENT AND/OR DATA OR SERVICES PROVIDED IN CONNECTION THEREWITH, WHETHER OR NOT AGENCY ACCESS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16. LIMITATION OF LIABILITY

AGENCY ACCESS DOES NOT GUARANTEE RESULTS. IN NO EVENT SHALL AGENCY ACCESS BE LIABLE FOR GENERAL, INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE LOSS, DAMAGE OR EXPENSE, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST REVENUES, LOST BUSINESS OPPORTUNITIES WITHOUT LIMITATION AS TO WHETHER SUCH DAMAGES ARE CONSIDERED TO BE DIRECT, GENERAL OR CONSEQUENTIAL DAMAGES. AGENCY ACCESS SHALL NOT BE LIABLE, (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY IN TORT OR BY STATUTE OR OTHERWISE) FOR ANY AND ALL CLAIMS RELATED TO THESE TERMS OF USE OR OTHER AGREEMENT, EXCEPT TO THE EXTENT OF AGENCY ACCESS' GROSS NEGLIGENCE OR WILLFUL CONDUCT. IT IS AGREED THAT SHOULD ANY LIABILITY ON THE PART OF AGENCY ACCESS BE PROVEN, IT WILL NEVERTHELESS BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ANTICIPATE OR FIX THE AMOUNT OF DAMAGES THAT WERE PROXIMATELY CAUSED BY SUCH LIABILITY. THEREFORE IT IS AGREED THAT IN NO EVENT MAY THE USER OR SUBSCRIBER RECOVER AN AMOUNT IN EXCESS OF THE AGGREGATE OF FEES PAID TO AGENCY ACCESS OR $500 IN THE EVENT THAT NO FEES WERE PAID, IN FULL AND COMPLETE SATISFACTION OF ANY AND ALL CLAIMS. IT IS AGREED THAT THE FOREGOING LIMITATION IS NOT INTENDED TO BE AND IS NOT A PENALTY.

17. INDEMNIFICATION

In addition, and notwithstanding any other action taken by Agency Access under these Terms of Use, You hereby expressly and unqualifiedly agree (to the fullest extent permitted by law) to defend, indemnify and hold harmless, (including payment of Agency Access' attorneys' fees, costs and expenses), Agency Access and its owners, operators, directors, agents, affiliates, contractors, employees, licensors and other affiliates in connection with any allegation, claim, suit, litigation, action, choice or demand of any type, in any judicial or extra-judicial forum, arising out of, related to or in connection with (a) Your products or services or the content of Your Subscriber's Content or Offered Content, including, without limitation, any claim alleging any violation of a third-party's intellectual property, proprietary or privacy rights; or (b) Your breach of any of Your obligations, duties, representations or warranties contained in these Terms of Use or any other agreement between You and Agency Access ("Asserted Claims"). You agree that your obligations to indemnify, defend and hold harmless, are triggered upon a third-party's notice to You or Agency Access of the Asserted Claim and shall continue through and including resolution, by any method, of the Asserted Claim against Agency Access, regardless of whether it is ultimately determined that the Asserted Claim was with or without merit. Agency Access shall promptly notify You, in writing, when it receives Notice of an Asserted Claim and shall accommodate Your reasonable requests for cooperation and information.

18. MISCELLANEOUS

a) Relationship of the Parties. You and Agency Access are independent contractors. There is no partnership, agency or joint venture relationship between them.

b) Location of Negotiations and Services.You agree that the Website and any and all services provided by Agency Access, as well as the negotiation and agreement of these Terms of Use and any other agreement between You and Agency Access, shall be deemed to have occurred solely and exclusively within the State of New York, County of Suffolk.

c) Choice of Law.You hereby agree that these Terms of Use and any other agreement between You and Agency Access shall exclusively and solely be governed and interpreted under and in accord with the laws of the State of New York, (except to the extent that New York choice of law principles would require application of any other law) regardless of where You, any of Agency Access' representatives or agents, or Agency Access' servers may be located.

d) Jurisdiction and Forum. You hereby agree that any dispute that arises under, is connected to or relates in any manner to, these Terms of Use, the Website, services provided by Agency Access, or any other agreement between You and Agency Access shall be subject to the sole and exclusive jurisdiction of the United States District Court for the Eastern District of New York or, in the event that jurisdiction is not available in the federal court, then in the Supreme Court of the State of New York, County of Suffolk, only. You hereby consent to the exercise of personal jurisdiction over You by the New York courts as to any such dispute.

e) Force Majeure. If You or Agency Access are unavoidably delayed or prevented from the performance of any obligation under these Terms of Use or other agreement between Agency Access and You through no fault of their own, as a result of acts or conditions outside their control which render such performance impossible, including without limitations, to Acts of God, insurrection, war, national, state or local emergencies, labor disputes, adverse weather (such as storms, rain, hurricanes, blizzards, etc.), failure of utility services, restrictive governmental law or regulations, police intervention or other additional or similar causes beyond their control, their performance of such obligation shall be excused only for such period of delay. Notwithstanding the foregoing, You agree that all fees and payments shall not be excused or delayed and shall continue to be made by You as due and owing under these Terms of Use or any other agreement between You and Agency Access during the period that any other performance is impossible.

f) Specific Performance. You acknowledge that a breach of these Terms of Use or other agreement between You and Agency Access will cause irreparable injury and that money damages may be inadequate to remedy the injury to Agency Access. Therefore, in the event of a breach or threatened breach, Agency Access will be entitled to equitable relief, including injunctive relief and specific performance, without the posting of a bond or other security, and without proof of actual damages.

g) No Third-Party Rights. Nothing in these Terms of Use creates any right in any person not a party to the Terms of Use, and the Terms of Use shall not be construed in any respect to be a contract in whole or in part for the benefit of any third person.

h) Complete Agreement. These Terms of Use, as well as any applicable Subscription or Services Agreement, and any documents expressly referenced therein, together constitute the full agreement between You and Agency Access as to the matters contained therein. In the event of a conflict between these Terms of Use and any Subscription or Services Agreement, the specific terms of the Subscription or Services Agreement shall apply. These Terms of Use, and any Subscription Agreement and/or Services Agreement may not be amended, changed or supplemented unless in writing and agreed to by You and Agency Access. All prior and contemporaneous negotiations and agreements between You and Agency Access are expressly merged into and superseded by the Terms of Use and any Subscription or Services Agreement and may not be explained, supplemented, or qualified through evidence of trade usage or a prior course of dealings. You warrant that You have not relied upon any statement, representation, warranty, or agreement, except for those expressly contained in the Terms of Use or applicable Subscription or Services Agreement.

i) Updates and Amendments. Agency Access reserves the right to modify, update, add, delete, revise and change these Terms of Use at any time. Such changes are effective, and You agree to be bound by such changes, when You "click" the Accept button on the <agencyaccess.com> Website, or 30 days from the date the changes are posted to the Website, whichever occurs sooner.

j) Severability of Provisions. If any provision of the Terms of Use, Subscription or Services Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions will remain in full force and effect to the extent that performance of the remaining terms is not rendered impossible.

k) Waiver. Failure to exercise, or any delay in exercising, any right or remedy provided under this or any agreement between You and Agency Access or by law shall not constitute a waiver of that or any other right remedy, nor shall it preclude or restrict any further exercise of that right or any other remedy in the future against You or any other individual or entity.

l) Notices. Notices by Agency Access to You may be given by means of electronic messages through the Website, by a general posting on the Website, or by conventional email at the email address You provided in Your user account. It is Your responsibility to ensure that Agency Access continues to have up-to-date contact information for You. Notices by You to Agency Access may be given by electronic messages, conventional mail, telephone or fax, unless otherwise specified in these Terms of Use or any other agreement between You and Agency Access. Agency Access' contact information may be found by clicking here.

m) Binding Provisions. These Terms of Use, Subscription Agreement and Services Agreements are binding and inure to the benefit of the parties and their respective heirs, executors, administrators, personal and legal representatives, affiliates, successors, and permitted assigns.

n) Assignment. You agree that You may not assign Your rights or obligations under the Terms of Use or any agreement between You and Agency Access without the prior, written consent of Agency Access.

o) Headings. The descriptive headings of the sections and subsections of the Terms of Use are for convenience only and do not affect the interpretation or construction of the Terms of Use.

Version 6
Eff. Date January 29, 2015

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