Last Updated: December 2, 2019
Acceptance of Terms
These Terms may be revised at any time for any reason, and we may provide you notice of these changes by any reasonable means, including by posting the revised version of the Terms on the Site. You can determine when we last updated these Terms by referring to the “Last Updated” legend at the bottom of these Terms. By Using the Site following the posting of changes to these Terms, you accept such changes. You agree to Use the Site for lawful purposes only in a manner consistent with any and all applicable rules, laws and regulations. Any Use of the Site in a manner inconsistent with these Terms is deemed unauthorized in all respects and may subject the user to civil or criminal penalties. We strongly recommend that you periodically visit this page of the Site, including without limitation immediately prior to each and every Use thereof, to review these Terms.
All right, title, and interest, including without limitation all patent, trademark, copyright, trade secret, and other intellectual property rights, in and to the Site and all material on the Site or contained therein, all text, graphics, and other works on the Site, the Site’s design and coding, all computer programs used and licensed in connection with the Site, the look and feel of the Site, and all data and reports generated by the Site (collectively, the “Site Content”) are owned by us or a third party. These materials are protected under copyright, trademark and other intellectual property and other laws. You may not copy, download, transmit, modify, distribute or republish the Site or any portion of the Site, including without limitation any of the Site Content without the prior written consent of VerticalSearch. You may not sell, publicly display, create derivative works or compilations of, reverse engineer, assign, sub-license, transfer or otherwise exploit the Site or any Site Content. Use of any Site Content is prohibited without the prior written permission of VerticalSearch. As long as you comply with these Terms, VerticalSearch grants you a personal, non-exclusive, non-transferable, non-sublicenseable right to access and make personal, non-commercial Use of the Site in compliance with these Terms. You shall not, and shall not permit anyone else to, directly or indirectly: (i) remove or alter proprietary notices or labels on or in the Site or Site Content; (ii) engage in any activity that interferes with or disrupts the Site or Site Content; (iii) engage in any fraudulent activity or activity that facilitates fraud; or (iv) otherwise act in violation of these Terms. All rights not expressly granted herein are reserved.
Each account registration is for a single user only. In consideration of your Use of the Site, you agree to provide accurate, current and complete information about yourself or your affiliated company as requested on the Site registration form and to maintain and promptly update the information (including, in particular, your e-mail address) that you provide from time to time as necessary to keep the information true, accurate, current and complete. By accepting these Terms, you represent and warrant that you are 18 years of age or older and that, if you have accepted these Terms on behalf of any business (such as a corporation, partnership, limited liability company or other organization) or other entity, you represent and warrant that you have legal authority to do so.
Any changes to your registration information should be made on the Site. If you provide information that is untrue, inaccurate, not current or incomplete, we may suspend or terminate your account and refuse any and all current or future Use of the Site.
After you register on the Site, you may receive a password for your use of the Site. You are responsible for keeping your password confidential. You will be responsible for all Uses and activity that occurs through your password or account. You will close the browser window for the Site at the end of each such Use, and you will immediately notify us of any unauthorized use of your password. We cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 4.
Where VerticalSearch has a good faith belief that such action is necessary to comply with a judicial proceeding, court order, warrant, administrative order, civil investigative demand, subpoena, or other valid process, VerticalSearch may disclose IP addresses, personal information, and any contents of the Site where it is legally compelled to do so. Please see the VerticalSearch’s Website Privacy Statement located at /legal/privacy-policy/ for additional information relating to the privacy and security of information collected hereunder.
Your Use of the Site
You are solely responsible and liable for all data, information, and other materials that you submit, upload, post, e-mail or otherwise transmit (“Transmit”) in connection with the Site, including, without limitation, in connection with any transaction you conduct or attempt to conduct through the Site (collectively, “User Content”). In addition, we have no control over, and shall have no liability for, any damages resulting from the use (including without limitation republication) or misuse by any third party of information made public through the Site. IF YOU CHOOSE TO SUBMIT TO US, OR OTHERWISE MAKE ANY PERSONAL INFORMATION OR OTHER INFORMATION PUBLICLY AVAILABLE, YOU DO SO AT YOUR OWN RISK AND VerticalSearch SHALL HAVE NO RESPONSIBILITY OR LIABILITY THEREFOR.
You agree that you will not, and will not permit anyone else to, directly or indirectly: (a) Transmit any User Content that is unlawful, harmful, threatening, abusive, hateful, obscene, harassing, tortious, defamatory, libelous, slanderous, pornographic, profane, vulgar, offensive, lewd, invasive of another’s privacy or racially, ethnically or otherwise objectionable; (b) Use the Site to harm minors in any way or to stalk, threaten, or otherwise violate the rights of others, including without limitation others’ privacy rights or rights of publicity, or harvest or collect personal information, including e-mail addresses, about other users of the Site; (c) Transmit any User Content: (i) that you do not have the right to Transmit, under any law or contractual or fiduciary relationships, including, without limitation, any inside information or proprietary or confidential information; (ii) that infringes, misappropriates or otherwise violates any patent, copyright, trademark, trade secret, or other intellectual property right or any right of privacy or publicity of any third-party; (iii) that constitutes unsolicited or unauthorized advertising or promotional materials, “spam,” “chain letters,” or pyramid schemes; or (iv) that contains any software routine, code, instruction or virus that is designed to disable, delete, modify, damage or erase software, hardware or data; (d) forge headers or otherwise manipulate identifiers in order to disguise any User Content Transmitted through the Site; (e) interfere with the Site or servers or networks used in connection with the Site; (f) interfere with the ability of others to Use the Site; (g) copy, download, transmit, modify, reproduce, sell, resell, sub-license, distribute, publish, create derivative works or compilations of, reverse engineer, assign, transfer or exploit for any commercial purposes, any portion of the Site, the Site Content or any User Content contained therein; (h) conduct your business Using the Site in a way that is unfair, unlawful, or constitutes a deceptive business practice; (i) use any robot, spider, or other automatic device to monitor or copy portions of the Site or the Site Content without VerticalSearch’s prior written permission; (j) include in any thirty party website any hypertext link to any page or location within the Site without VerticalSearch’s prior written permission; (k) mirror or display the Site or any portion thereof in frames without VerticalSearch’s prior written permission; or (l) impersonate any person or entity, including, but not limited to, other users of the Site, falsely state or otherwise misrepresent your affiliation with any person or entity, or express or imply that we endorse any statement you make.
You acknowledge and agree that VerticalSearch may disclose or use any User Content that you Transmit for purposes that include, but are not limited to: (a) enforcing these Terms; (b) complying with any laws, regulations or rules of any federal, state or local government or agency; (c) responding to claims that any User Content violates the rights of third parties; or (d) protecting the rights or property of VerticalSearch, its customers or the public. With respect to User Content that you Transmit to the Site, you grant VerticalSearch a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license to use, copy, excerpt, reproduce, display, publish, modify, distribute and create derivative works and compilations of such User Content in any form or media, and to allow others to do so, however, VerticalSearch will only share personally identifiable information that you provide in accordance with VerticalSearch’s privacy statement at /legal/privacy-policy/ As between the parties, we own all right, title, and interest in and to all intellectual property rights in all materials, products or services developed by us, or on behalf of us by third parties, based on or including as a component thereof any such information as described above, and all generalized knowledge, skill, know-how and expertise relating to such information.
VerticalSearch does not and cannot review all User Content posted to the Site, or created by users accessing the Site, and is not in any manner responsible for the content of any User Content. You acknowledge that by providing you with the ability to view and distribute user-generated content on the Site, VerticalSearch is merely acting as a passive conduit for such distribution and is not undertaking any obligation or liability relating to any User Content or activities on the Site. However, VerticalSearch reserves the right to block, remove, move or edit any of the submissions in its sole discretion.
All right, title, and interest, including without limitation all intellectual property rights, in and to any and all ideas, suggestions, comments, or other feedback, whether or not solicited by VerticalSearch, that you provide in connection with any Use of the Site is and shall remain the sole and exclusive property of VerticalSearch, and you are not and shall not be entitled to any compensation or remuneration from VerticalSearch in connection therewith.
VerticalSearch may not have reviewed all of the websites linked to the Site and is not responsible for the content of any third-party pages or any other websites linked to the Site. Nothing in the Site, including, without limitation, any links to other websites, should be construed as an endorsement by VerticalSearch of any products, services, information, or other aspect of any other individuals or entities. Your choice to link to any other website is at your own risk, and you agree to comply with all terms and conditions on or relating to such websites. VerticalSearch reserves the right not to link, or to remove the link, to a particular website at any time. Any links to third party websites are provided as a convenience to you and are neither owned nor operated by VerticalSearch. VerticalSearch has no control over these linked websites and makes no representations or warranties with respect to these linked websites. Your viewing and use of any third party websites is at your sole discretion and risk.
Special Admonitions for International Use
The Site is hosted in the United States and is intended for use by residents of the United States of America only. All matters relating to the Site are governed exclusively by the laws of the State of New York in the United States of America and not the jurisdiction in which you are located. If you are located outside of the United States of America and you contact us, please be advised that any information you provide to us will be transferred to the United States of America and that by submitting information, you explicitly authorize such transfer.
You agree to defend, indemnify and hold harmless VerticalSearch and its subsidiaries and affiliates, and its and their business partners, contractors, clients and service providers, and their respective officers, directors, employees, agents and representatives from and against any third-party claims, actions, demands, suits, and proceedings, and all liabilities, losses, expenses, costs, judgments, and damages, including reasonable attorneys’ fees and paralegal fees through final appeals, related thereto, relating to or arising from your Use of the Site, any User Content that you Transmit to or through the Site, any violation of these Terms by you, or any other act or omission by you, including your violation of any rights of another, arising from your Use of the Site.
Availability and Features
Availability and features of the Site are subject to change without notice.
You acknowledge and agree that VerticalSearch may terminate your right to Use, and your Use, of the Site for any reason, including, without limitation, your violation of these Terms. You agree that VerticalSearch may terminate your right to Use, and your Use, of the Site without prior notice and without any liability to you or any third party. You acknowledge and agree that VerticalSearch may modify, limit, suspend or discontinue the Site or any part of the Site at any time, without notice or liability to you. VerticalSearch may also, from time to time, establish general rules and policies regarding Use of the Site. VerticalSearch will post such rules and policies on the Site, and you agree that your compliance with such rules and policies shall be a condition of your right to Use and Use or continued right to Use and Use of the Site. VerticalSearch shall have no liability or responsibility with respect to any lost Site Content, User Content, or other data, such as the deletion of or failure to store Site Content, User Content, or other data. All provisions of these Terms that by their nature should survive termination of your right to Use the Site shall survive (including, but not limited to, all limitations on liability, releases, indemnification obligations, disclaimers of warranties, and intellectual property protections and licenses). VerticalSearch reserves the right, but has no obligation, to store or keep copies of any Site Content, User Content, or other information, unless otherwise required by law or court order.
Disclaimers and Limitation of Liability
VerticalSearch IS PROVIDING THE SITE AND ALL FEATURES OF THE SITE CONTENT ON AN “AS-IS,” “AS-AVAILABLE” BASIS. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK. VerticalSearch DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND TO THE EXTENT THAT THEY MAY BE EXCLUDED BY LAW, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT AS TO THE OPERATION OF THE SITE. VerticalSearch DOES NOT WARRANT THAT THE SITE WILL OPERATE IN AN UNINTERRUPTED, SECURE OR ERROR-FREE MANNER OR THAT ANY SUCH ERRORS WILL BE CORRECTED. VerticalSearch ASSUMES NO RESPONSIBILITY FOR AND MAKES NO WARRANTY OR REPRESENTATION AS TO THE ACCURACY, COMPLETENESS, RELIABILITY, CURRENTNESS, USEFULNESS, OR DECENCY OF THE SITE. VerticalSearch MAKES NO WARRANTY REGARDING THE QUALITY, SAFETY, OR LEGALITY OF THE SITE, AND VerticalSearch DOES NOT WARRANT THAT YOUR USE OF THE SITE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE. ANY SITE CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH YOUR USE OF THE SITE IS AT YOUR OWN RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE DONE TO YOUR COMPUTER OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITY. IN NO EVENT SHALL VerticalSearch OR ITS SUBSIDIARIES OR AFFILIATES, OR ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR OTHER REPRESENTATIVES (“AFFILIATED ENTITIES”) BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR OTHERWISE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA OR OTHER INTANGIBLES, INCOME OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY OR CLAIMS OF THIRD PARTIES, EVEN IF VerticalSearch HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR RESULTING FROM (1) THE USE OF OR INABILITY TO USE THE SITE, ANY SERVICES, OR THE USER CONTENT; (2) ANY TRANSACTION CONDUCTED THROUGH OR FACILITATED BY THE SITE; (3) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SITE, ANY SERVICES AND/OR USER CONTENT; (4) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (5) ANY OTHER MATTER RELATING TO THE SITE, ANY SERVICES, OR THE USER CONTENT. YOU SPECIFICALLY AGREE THAT VerticalSearch IS NOT RESPONSIBLE OR LIABLE TO YOU OR ANYONE ELSE FOR UNLAWFUL, HARASSING, DEFAMATORY, ABUSIVE, THREATENING, HARMFUL, VULGAR, OBSCENE, SEXUALLY EXPLICIT, OR OTHERWISE OBJECTIONABLE CONDUCT OR SPEECH OF ANY OTHER PARTY ON OR THROUGH THE SITE, OR FOR ANY INFRINGEMENT OR VIOLATION OF YOUR RIGHTS BY ANY OTHER PARTY, INCLUDING, BUT NOT LIMITED TO, INTELLECTUAL PROPERTY RIGHTS, RIGHTS OF PUBLICITY, OR RIGHTS OF PRIVACY. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITE IS TO STOP USING THE SITE. THE MAXIMUM LIABILITY OF VerticalSearch AND THE AFFILIATED ENTITIES FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR OTHERWISE WILL BE THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO VerticalSearch TO USE THE SITE. IF YOU LIVE IN A JURISDICTION WHOSE LAWS PREVENT YOU FROM TAKING FULL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE IN ACCORDANCE WITH THESE TERMS, VerticalSearch’S LIABILITY IS LIMITED TO THE GREATEST EXTENT ALLOWED BY THE LAW OF THAT JURISDICTION.
Governing Law and Jurisdiction
These Terms and the transactions they contemplate, including without limitation their interpretation, construction, performance and enforcement, shall be governed by the laws of the State of New York, U.S.A. without reference to any conflict or choice of law provisions, as applicable to contracts made and performed entirely within such State. The International Convention on the Sale of Goods, and other international treaties that are not mandatory with respect to contracts made and performed entirely in New York, shall not apply. The exclusive forum for the resolution of any dispute relating to these Terms shall be the state and federal courts in New York, U.S.A. that are located within the city of New York, NY, and you agree to personal jurisdiction of such courts over you with regard to any dispute relating to these Terms and agree to service of process on you by e-mail to the address you have submitted on the Site, if any, and by any other means permitted by law.
All notices, demands, or consents given by you under these Terms will be in writing and will be deemed given when delivered to VerticalSearch at the following contact: contact@VerticalSearch.site
Any notices to you may be made via either e-mail or postal mail to the address in VerticalSearch’s records or via positing on the Site.
Please report any violations of these Terms to VerticalSearch at the contact listed above.
You may not assign, sublicense or otherwise transfer any of your rights under these Terms and any attempt to do so shall be void and of no force or effect. If any provision of these Terms is found to be invalid by any court having competent jurisdiction, the invalidity of that provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. Headings in these Terms are for convenience only and shall have no legal meaning or effect. No action arising under this Agreement may be brought at any time more than twelve (12) months after occurrence of the facts upon which the cause of action arose. These Terms, and not the conduct between you and us or any trade practice, shall control the interpretation of these Terms as relates to any Use of the Site. VerticalSearch’s failure to enforce a particular provision of these Terms does not mean that VerticalSearch waives the right to enforce it in the future; VerticalSearch shall waive such a right, if at all, only in writing. This Agreement shall be binding upon and is for the benefit of the Parties, their heirs, executors, administrators, legal representatives, successors and assigns, subject to the provisions prohibiting assignment. The parties acknowledge that they will not hold themselves out as an agent, partner or co-venturer of the other and that this Agreement is not intended and does not create an agency, partnership, joint venture or any other type of relationship except the contract relationships established hereby. These Terms and all other written agreements duly executed between you and VerticalSearch in connection with your Use of the Site constitute the entire agreement between you and VerticalSearch with respect to the subject matter hereof and supersede any prior or contemporaneous proposals, discussions, communications, or oral agreements heretofore made.
Procedure for Making Claims of Copyright Infringement
We expect you and all other users of the Site to respect the intellectual property rights of others. If you believe in good faith that any of the content on the Site infringes your copyright, please provide our copyright agent the written information specified below.
An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
A description of the copyrighted work that you claim has been infringed;
A description of where the material that you claim is infringing is located on the Site;
Your address, telephone number and email address;
A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and
A statement by you, made under penalty of perjury, that the information in the notice is accurate and that you are the copyright owner, or are authorized to act on behalf of the owner, of an exclusive right that is allegedly infringed.