The following terms and conditions govern all use of the Record Grabber software. For purposes of these Terms of Service, the "Software" is defined to include (i) the Record Grabber online web interface, and (ii) the Record Grabber online record storage repository. As used herein, the Software is defined to include these two parts as well as all components thereof and all updates, patches, fixes, modifications and enhancements thereto, including releases of new versions, whether provided to you via download, automatically without additional consent or action on your part or otherwise, and any and all accompanying documentation, files and materials. The Software and its components are licensed, owned and/or operated by Record Grabber, and offered to you subject to your acceptance, without modification, of all of the terms and conditions contained herein and all other operating rules, policies and procedures that may be published from time to time by Record Grabber on its website or to your user account (collectively, the "TOS" or "Agreement").
Please read these TOS carefully before accessing or using the Software. By accessing or using any part of the Software, you agree to become bound by the terms and conditions of these TOS. If you do not agree to all the terms and conditions in these TOS, then you may not access or use the Software or any other Record Grabber services.
Your Record Grabber Account. Each user of the Software is required to create and maintain an account with Record Grabber. In creating such an account and agreeing to these TOS, the user agrees that each such user account may only be used by the person/entity who created and maintains the account and, to the extent the account is for an entity, organization, or law firm, any members, partners, owners, employees, or agents of that entity, organization or firm.
Your Record Grabber user account will be available to you online through most major web browsers. You understand and agree that you are responsible for providing any necessary equipment or services to access the Software, including internet connection services and computer equipment and programs (including web browsers, etc.) capable of accessing the user account online.
You understand and agree that you have no right to access the user account or any information or documents on that user account except as set forth herein, and that Record Grabber reserves the right to freeze or deny access to any user account that it believes in its sole discretion is not maintained in accordance with these TOS. You are responsible for maintaining the security of your login information to your Record Grabber user account and agree to not provide this information to any unauthorized users. You agree to immediately notify Record Grabber of any unauthorized uses of your account, the Software, or any other breaches of security.
To the extent that you cancel your user account with Record Grabber, all content, information, and documents maintained by Record Grabber on its servers in conjunction with your user account will be deleted by Record Grabber without notice and at any time after your cancellation and subject to Record Grabber's sole discretion; accordingly, you understand and agree that prior to any such cancellation, you will take any steps necessary to back up, copy, or otherwise preserve any information, documents or content that has been created, uploaded to, or is maintained on the Software
Responsibility of Users/Contributors. If you make (or allow any third party to make) material available by means of the Software or any documents created and/or published through the Software (all such material to be hereinafter referenced to as "Content"), you are entirely responsible for the content of, and any harm resulting from, that Content, regardless of whether the Content in question constitutes text, graphics, pictures, images, data files, photographs, links, designs, an audio or video file, or any other like materials to be used in an app. By making Content available, you represent and warrant that:
the downloading, copying and use of the Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;
if your employer has rights to intellectual property you create, you have either (i) received permission from your employer to post or make available the Content, or (ii) secured from your employer a waiver as to all rights in or to the Content;
you have fully complied with any third-party licenses relating to the Content, and have done all things necessary to successfully pass through to end users any required terms;
the Content does not contain or install any viruses, worms, malware, Trojan horses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of the Software or of any computer, hardware or telecommunications equipment;
the Content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);
the Content is not unlawful, harmful, threatening, abusive, tortious, defamatory, libelous, vulgar, obscene, child-pornographic, lewd, profane, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
the Content is not getting advertised via unwanted electronic messages such as spam links on newsgroups, email lists, other blogs and web sites, and similar unsolicited promotional methods; and
the Content is not named in a manner that misleads your readers into thinking that you are another person or company;
your use of the Software does not disrupt, interfere with, or inhibit any other User from using and enjoying the Software; and
your use of the Software does not intentionally or unintentionally engage in any activity prohibited by the TOS.
Payment.
Fees; Payment. By signing up for an account with Record Grabber and use of the Software, you agree to pay Record Grabber any applicable fees. You will be invoiced on the 15th and 30th of every month, invoices will be for records received and all provider fees and will be due by you no later than fifteen (15) days after invoicing. All goods remain the property of Record Grabber until paid in full. Payment can be satisfied by either check or credit card only.
Restricted Use. You may not use the Software to substantially replicate the Software or any services offered by Record Grabber, including the republication of Record Grabber content or the creation of a separate Software or tool substantially similar to the Software. If Record Grabber determines or believes, in its sole discretion, that you have violated or attempted to violate these conditions or the spirit of these terms, your ability to use and access the Record Grabber may be temporarily or permanently revoked, with or without notice.
Past Due Accounts. To the extent that any account becomes past due or the form of payment maintained on behalf of that account is denied when charged for any payment toward the fees that become due, Record Grabber will notify you that your account is past due and will then attempt, fifteen days later, to contact you or use the form of payment you have stored with your account. Record Grabber reserves the right to suspend the accounts of users who fail to make payments as owed and due on their account with Record Grabber, in which case no access to such an account would be provided to the user. To the extent that an Record Grabber user account remains past due for more than ninety (90) consecutive days, the parties hereto understand and agree that Record Grabber may, in its sole discretion and without notice to the user who created or maintains the account, cancel the account and delete any information, including documents or other information or content, maintained by Record Grabber or on Record Grabber's servers in association with that user account. Any such cancellation and/or deletion of information or content maintained by Record Grabber will in no manner constitute a waiver of Record Grabber's right to all past due amounts as well as any and all remaining quarterly payments that you owe toward satisfaction of payment of your Guaranteed Annual Minimum Cost and have agreed to pay as set forth in this Agreement.
Storage of and Access to Information and Documents Maintained on the Software. The parties understand and agree that Record Grabber may, in its sole discretion, with or without notice, amend or alter the general practices and limits concerning your use of the Software, including without limitation, establishing or altering the maximum amount of storage space you have on the Software at any time, as well as limiting the amount of bandwidth, including any upload or download usage, you may use with the Software during any given period of time. Record Grabber reserves the right, in its sole discretion, with or without notice, to disable your account or reduce or regulate your ability to upload and download documents or other information if your bandwidth usage exceeds a reasonable amount, as determined by Record Grabber in its sole discretion, in relation to the size of your account.
Proprietary Rights. Record Grabber owns all right, title and interest in and to the Software including, without limitation, all intellectual and proprietary rights appurtenant thereto, and, except for the limited license granted to you herein, nothing in this TOS shall be construed to transfer, convey, impair or otherwise adversely affect Record Grabber's ownership or proprietary rights therein or any other Record Grabber information or materials, tangible or intangible, in any form and in any medium. Record Grabber, www.recordgrabber.com, and the Record Grabber logo, and all other trademarks, service marks, graphics and logos used in connection with the Software, are trademarks or registered trademarks of Record Grabber or Record Grabber's licensors. Other trademarks, service marks, graphics and logos used in connection with the Software may be the trademarks of other third parties. Your use of the Software grants you no right or license to reproduce or otherwise use any Record Grabber or third-party trademarks.
Add-Ons or Third-Party Software Used in Conjunction with the Software. You understand and agree that your use of any add-ons or third-party software in conjunction with the Software, including but not limited to Microsoft Outlook, Quickbooks, or any other programs or software, is done entirely at your own risk, and that Record Grabber makes no warranties that such Add-Ons or Third-Party Software will function correctly, not interfere with your use of the Software, or not result in damage to your equipment, the Software, the add-ons or third party software used in conjunction with the Software, or any information or documents contained on such equipment, Software, or Add-Ons or third-party software. The disclaimer of warranties and limitation on liabilities set forth in these TOS specifically apply to your use of any such Add-Ons or Third-Party Software in conjunction with the Software.
Content Posted on Other Websites and Apps. Record Grabber has not reviewed, and cannot review, all of the material, including computer software, made available through the websites, webpages and apps to which www.recordgrabber.com links, and that link to www.recordgrabber.com Record Grabber does not have any control over those non-Record Grabber websites, webpages and apps, and is not responsible for their contents or their use. By linking to a non-Record Grabber website, webpage or app, Record Grabber does not represent or imply that it endorses such website or webpage. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content that might exist on those websites, webpages and/or apps. Record Grabber disclaims any responsibility for any harm resulting from your use of non-Record Grabber websites, webpages and apps.
Changes. Record Grabber reserves the right, at its sole discretion, to modify or replace any part of these TOS. It is your responsibility to check these TOS periodically for changes, which will be accessible through the settings page of your user account. Your continued use of or access to the Software following the posting of any changes to these TOS constitutes acceptance of those changes. Record Grabber may also, in the future, offer new services and/or features through the Record Grabber website or in conjunction with the Software (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of these TOS.
Data Collection and Use. Record Grabber will not sell or reuse your information and also follows all the requirements set forth in the Health Insurance Portability and Accountability Act of 1996 (HIPAA).
Modification of Software. Record Grabber may at any time and from time to time modify or discontinue, temporarily or permanently, the Software, or any portion thereof, with or without notice. You may from time to time receive updates to the Software from Record Grabber which may be automatically downloaded and installed to the Software as accessed by you and your device. These updates may include bug fixes, feature enhancements or improvements, or entirely new versions of the Software. You agree that Record Grabber may automatically deliver such updates as part of these TOS and you shall, to the extent necessary, receive and install them as required. You agree that Record Grabber shall not be liable to you or any third party for any such update, modification, suspension or discontinuance of the Software.
No Resale. You agree not to copy, sell, resell, rent or sublicense (including offering the Software on a time-sharing basis), lease, loan, redistribute, or create a derivative work of any portion of the Software or use or access to the Software; however, these restrictions do not apply to content, documents or information you place on the Software.
Confidentiality. Each party who accesses and uses the Software and Record Grabber (together the "parties") shall keep in confidence all of the information maintained by the Software ("Confidential Information"). The parties shall take reasonable care to prevent unauthorized disclosure or use of the Confidential Information, but in any case not less than the care it takes to protect its own Confidential Information. The parties shall not disclose Confidential Information to any person or entity other than its affiliated entities, officers, employees, consultants, auditors and attorneys who need access to such Confidential Information, and who are subject to confidentiality obligations with such party. The parties shall return (or delete in case of electronic copies of such information) any and all Confidential Information, and all copies thereof, upon the other party's request provided that (i) as to your active Software data and the Content contained therein, you may delete data per standard Software procedures, or only upon e-mail or other written instruction by your account administrator; and (ii) as to backed-up Software data and the Content contained therein, such Software data and/or Content will be automatically deleted over time pursuant to Record Grabber's standard back-up procedures for the Software. The parties shall immediately give notice to the other party of any unauthorized use or disclosure of the other party's Confidential Information.
Record Grabber may disclose or report Confidential Information in limited circumstances where it believes in good faith that disclosure is required under the law. For example, Record Grabber may be required to disclose Confidential Information to cooperate with regulators or law enforcement authorities, to comply with a legal process such as a court order, subpoena, search warrant, or a law enforcement request.
Termination. RECORD GRABBER HAS THE RIGHT TO TERMINATE THIS LICENSE AND YOUR RIGHT TO USE THE SOFTWARE AT ANY TIME FOR ANY REASON, INCLUDING IN THE EVENT RECORD GRABBER REASONABLY BELIEVES YOU HAVE FAILED TO COMPLY WITH ANY TERM OR CONDITION OF THESE TOS. IF THIS LICENSE OR YOUR RIGHT TO USE THE SOFTWARE TERMINATES FOR ANY REASON, YOU MUST STOP ALL USE OF THE SOFTWARE AND EITHER RETURN TO RECORD GRABBER OR DESTROY THE SOFTWARE AND ALL COPIES OF THE SOFTWARE THAT ARE IN YOUR POSSESSION OR UNDER YOUR CONTROL. IN THE CASE OF SUCH TERMINATION, ALL AMOUNTS OWED, IN ADDITION TO ANY ADDITIONAL FEES AS SET FORTH HEREIN, TO RECORD GRABBER WILL IMMEDIATELY BECOME DUE AND PAYABLE TO RECORD GRABBER ON DEMAND. RECORD GRABBER MAY ASK YOU TO CERTIFY YOUR COMPLIANCE WITH THE FOREGOING IN WRITING, AND YOU AGREE TO DO SO IF RECORD GRABBER MAKES SUCH A REQUEST.
Disclaimer of Warranties. THERE ARE NO REPRESENTATIONS OR WARRANTIES THAT APPLY OR THAT ARE MADE TO YOU IN ANY WAY IN CONNECTION WITH THE SOFTWARE OR THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, RECORD GRABBER DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SOFTWARE AND YOUR ACCESS TO AND USE THEREOF, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTIES OF TITLE, NON-INFRINGEMENT AND/OR ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE SOFTWARE IS MADE AVAILABLE TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS AND RECORD GRABBER DOES NOT GUARANTEE, WARRANT OR REPRESENT THAT THE SOFTWARE SHALL MEET YOUR REQUIREMENTS OR THAT YOUR USE, OPERATION OR RESULTS OF USE OF THE SOFTWARE SHALL BE UNINTERRUPTED, COMPLETE, RELIABLE, ACCURATE, CURRENT, ERROR-FREE, FREE OF COMPUTER VIRUSES OR OTHERWISE SECURE. YOU ASSUME THE ENTIRE RISK OF ACCESSING, UPLOADING TO, DOWNLOADING FROM, OPERATING, AND/OR USING THE SOFTWARE.
TO CLARIFY FURTHER, RECORD GRABBER AND ITS AFFILIATES MAKE NO WARRANTY THAT (1) THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR RESULT IN REVENUES OR PROFITS, (2) ANY ADD-ONS OR OTHER SOFTWARE OTHER THAN THE RECORD GRABBER SOFTWARE WILL FUNCTION WITH THE RECORD GRABBER SOFTWARE, (3) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SOFTWARE WILL BE ACCURATE, RELIABLE, OR DESIRABLE, AND/OR (4) THE QUALITY OF ANY PRODUCTS, SERVICE, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SOFTWARE WILL MEET YOUR EXPECTATIONS. WHILE RECORD GRABBER WILL USE COMMERCIALLY REASONABLE EFFORTS TO PREVENT UNAUTHORIZED ACCESS TO DATA ENTERED INTO OR MAINTAINED ON THE SOFTWARE, RECORD GRABBER AND ITS SUPPLIERS MAKE NO WARRANTY THAT SUCH INFORMATION OR DOCUMENTS WILL BE SECURE AGAINST UNAUTHORIZED ACCESS OR OTHER SECURITY BREACHES.
RECORD GRABBER EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SOFTWARE WILL SATISFY ANY STATUTORY OR REGULATORY OBLIGATIONS, OR WILL ASSIST WITH, GUARANTEE OR OTHERWISE ENSURE COMPLIANCE WITH ANY APPLICABLE LAWS OR REGULATIONS, INCLUDING BUT NOT LIMITED TO SUCH LAWS AS THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 ("HIPAA"), THE SARBANES-OXLEY ACT OF 2002, OR OTHER FEDERAL OR STATE STATUTES OR REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THIS SOFTWARE, AS WELL AS RELATED SERVICES OR CONTENT, IS IN ACCORDANCE WITH APPLICABLE LAW, RULES, AND REGULATIONS INCLUDING ANY SUCH RULES OR REGULATIONS SET FORTH IN ANY APPLICABLE STATE'S TRIAL RULES OR RULES OF ATTORNEY CONDUCT/ETHICS.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SOFTWARE IS DOWNLOADED OR OBTAINED AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM RECORD GRABBER OR THROUGH, FROM OR RELATING TO THE SOFTWARE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF SERVICE.
Limitations on liability. in no event shall record grabber, its officers, directors, employees, partners, parent company, affiliates or suppliers be liable to you or any third party for any special, incidental, indirect, consequential or punitive damages whatsoever, including those resulting from loss of use, data or profits, whether or not foreseeable or if record grabber has been advised of the possibility of such damages, or based on any theory of liability, including breach of contract or warranty, negligence or other tortious action, or any other claim arising out of or in connection with your use of or access to the software or any other record grabber services. nothing in the terms shall limit or exclude record grabber's liability for intentional misconduct of record grabber or its employees.
record grabber's aggregate liability and that of its affiliates and suppliers under or in connection with this agreement to one hundred united states dollars ($100) or the aggregate and actual amount paid by you for your one-time set up fee for the software, whichever is larger. this limitation will apply even if record grabber has been advised of the possibility of such damages and notwithstanding any failure of essential purpose of any limited remedy.
you further agree that record grabber has no responsibility or liability for the deletion, corruption, alteration of, or failure to store, any documents, messages or other communications, or any other information, data, text (including but not limited to names of files, databases, directories and groups/workgroups of the same), software, music, sound, photographs, graphics and/or video provided by you (collectively referred to as "content") and created on, uploaded to, or maintained or transmitted by record grabber or the software.
you also agree that record grabber will not be liable for any (1) interruption of business, (2) access delays or access interruptions to the software; (3) unauthorized access to data entered in, or breach of any security mechanisms utilized in, the software; or (4) any events beyond record grabber's reasonable control including but not limited to your inability to access the software due to issues relating to your internet service, computer equipment or other computer software, applications or programs (including web browsers) used to access the record grabber software. the limitations and exclusions in this section apply to the maximum extent permitted by applicable law in your jurisdiction. some jurisdictions prohibit the exclusion or limitation of liability for incidental, consequential or punitive damages. accordingly, the limitations and exclusions set forth above may not apply to you.
General Representation and Warranty. You represent and warrant that (i) your use of the Software will be in strict accordance with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside) and (ii) your use of the Software will not infringe or misappropriate the intellectual property rights of any third party.
Indemnification. You agree to defend Record Grabber, its parents, subsidiaries, affiliates and/or their respective successors and assigns, officers, directors, employees, agents, licensors, representatives, advertisers, business and promotional partners, operational service providers, suppliers, resellers and contractors (the "Record Grabber Indemnified Parties") against any and all claims, demands and/or actions and also to indemnify and hold the Record Grabber Indemnified Parties harmless from and against any and all losses, damages, costs and expenses (including reasonable attorneys' fees), resulting from any such claims, demands and/or actions, any breach or violation of these TOS, infringement, misappropriation or any violation of the rights of any other party, violation or non-compliance with any law or regulation, any use, alteration or export of the Software, or otherwise in connection with these TOS or the Software, regardless of whether caused in whole or in part by negligence of the Record Grabber Indemnified Parties. The Record Grabber Indemnified Parties reserve the right to assume, at their own expense, the exclusive defense and control of any claims or actions and all negotiations for settlement or compromise, and you agree to fully cooperate with the Record Grabber Indemnified Parties upon our request.
Export Restrictions. Record Grabber may be subject to certain export restrictions of the United States Government. If you are (a) in a country to which export from the United States is restricted for anti-terrorism reasons, or a national of any such country, wherever located, (b) in a country to which the United States has embargoed or restricted the export of goods or services, or a national of any such country, wherever located, or (c) a person or entity who has been prohibited from participating in United States export transactions by any agency of the United States Government, then you may not install, download, access, use, or license the Software. By accepting this License, you warrant and represent to Record Grabber that (1) you do not match the criteria set forth in (a), (b), or (c) above, (2) that you will not export or re-export the Software to any country, person, or entity subject to U.S. export restrictions, including those persons and entities that match the criteria set forth in (a), (b), or (c) above, and (3) that neither the United States Bureau of Industry and Security, nor any other U.S. federal agency, has suspended, revoked, or denied your export privileges.
Governing Law and Dispute Resolution. All matters relating to these TOS and your access to, or use of, the Software shall be governed by the Laws of the State of Indiana, United States of America without regard to conflict of laws principles thereof. You agree that any claim or dispute you may have against Record Grabber, including any claim or dispute relating to these TOS or to the Software, must be resolved by a State or Federal court located in Marion County, Indiana, United States of America. You agree to submit to the personal jurisdiction of the courts located in Marion County, Indiana, United States of America for the purpose of litigating any such claims or disputes or any claims or disputes that Record Grabber may have against you. To the extent that Record Grabber prevails in litigation against you to enforce the terms of these TOS and your obligations hereunder, including but not limited to your obligations to pay to Record Grabber all fees and amounts owed by you under these TOS, you agree to pay any and all of Record Grabber's reasonable attorneys fees, costs and expenses associated with that litigation.
Notwithstanding the foregoing, in the event of your or others' unauthorized access to, or use of, the Software in violation of these TOS, you agree that Record Grabber shall be entitled to apply for injunctive relief in any jurisdiction at Record Grabber's sole discretion.
Survival of Terms. All representations, warranties, limitations on liability, exclusions of warranties, and any provisions governing the proprietary nature of the Software, your duties upon termination of this agreement, and the indemnification and dispute resolution obligations of the parties, shall survive the termination of this agreement to the fullest extent allowed by law.
General Terms. No amendment, modification, waiver or discharge of any provision of these TOS shall be valid unless made in writing and signed by an authorized representative of Record Grabber. No failure or delay by Record Grabber to exercise any right or enforce any obligation shall impair or be construed as a waiver or on-going waiver of that or any or other right or power, unless made in writing and signed by Record Grabber. These TOS constitute the entire agreement between Record Grabber and you with respect to your access to or use of the Software and supersede any prior agreements between you and Record Grabber on such subject matter. You may not assign or otherwise transfer these TOS, or any right granted hereunder, without Record Grabber's written consent. Record Grabber's rights under these TOS are freely transferable by Record Grabber. If any provision of these TOS is held to be illegal, invalid or unenforceable, the remaining provisions of these TOS shall be unimpaired and remain in full force and effect. These TOS will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns. Notwithstanding the content of any purchase order, sales order, sale confirmation, or any other document relating to the subject matter herein, these TOS shall take precedence over any such document, and any conflicting, inconsistent, or additional terms contained therein shall be null and void. You also may be subject to additional terms and conditions that may apply when you use affiliate or other Record Grabber services, third-party content or third-party software or add-ons.
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