This Registration Agreement (this “Agreement”) is a binding contract between the person(s) and/or entity(ies) named in the Registration information portion of the registration submission/form (the “Registrant”) and Location, Inc. Group Corporation (d/b/a Location, Inc.), a corporation with a principal place of business at 120 Front Street, Suite 420, Worcester, MA 01608 (“LOCATION INC”). This Agreement contains the terms and conditions to which the Registrant agrees to be bound concerning the Registrant’s use of LOCATION INC’s internet, information, and related data, reports, and services, including, without limitation, NeighborhoodScout®, HometownGuides®, www.neighborhoodscout.com, www.locationinc.com, and related sites and information sources; all text, data, information, materials, reports, rankings, software, and graphics contained or provided in any form or media that may be accessible to the Registrant; email, correspondence, or data provided by LOCATION INC or its agents to the Registrant; all updates, enhancements and modifications thereto; and all intellectual property contained or referenced therein (collectively, the “Location Inc Network”). When the Registrant clicks the “submit” or similar button/link to register, or takes action by which the Registrant agrees to access any portion of the Location Inc Network (the “Registration”), the Registrant acknowledges that the Registrant: (1) has read and understands, and has the capacity and authority to enter into, this Agreement; (2) agrees to timely make all payments for orders requiring payment in accordance with the Registration and this Agreement; and (3) agrees to be bound by all the terms and conditions of the Registration and this Agreement. LOCATION INC may change the terms and conditions of this Agreement at any time and without individual notice to the Registrant. The Registrant accepts the obligation to review this Agreement and any changes made prior to each use of the Registration and Location Inc Network. By using the Registration and the Location Inc Network after any such changes occur, the Registrant signifies the Registrant’s acceptance of the changes and the Registrant’s agreement to be bound by them.
By registering for the Registration, the Registrant represents and warrants that all registration information is true, complete, and accurate, and the Registrant agrees to notify LOCATION INC promptly of any changes to the registration information.
The Registrant may, but need not, order and purchase individual reports, products, and/or services. The Registrant expressly authorizes LOCATION INC to bill the Registrant based on the Registrant’s order(s) for individual reports, products, and/or services (including, but not limited to, any applicable federal, state, and local taxes). The Registrant’s payment obligation for each order will be billed to the credit card provided by the Registrant when registering for the Registration or placing the order (“the Credit Card”). All amounts are billed in U.S. dollars upon the submission of each order. To the extent that payment is made through the Credit Card, charges will appear on the Registrant’s Credit Card statement as “NeighborhoodScout” or such other name as LOCATION INC may use from time to time. If the Credit Card is a VISA or MasterCard and the number or expiration date for the Credit Card changes for any reason (e.g., a new number is obtained because the Credit Card expired, was stolen, etc.), that updated information may be automatically passed on from the Credit Card issuer to LOCATION INC, and if LOCATION INC receives such information, it will be treated by LOCATION INC as if it were originally furnished by the Registrant. To learn more about this service being provided by the Credit Card issuer, please contact them directly. Notwithstanding, the Registrant must promptly notify LOCATION INC if any information related to the Credit Card (or information related to the Registrant’s other method of payment agreed upon by LOCATION INC, if applicable) changes or is no longer valid or of any other change to the information the Registrant provided LOCATION INC regarding the Credit Card (or the Registrant’s other method of payment agreed upon by LOCATION INC, if applicable), including, but not limited to, changes to the billing address or other pertinent contact information. Absent such notification, LOCATION INC will assume that all of the information related to the Credit Card (or other method of payment agreed upon by LOCATION INC, if applicable) remains valid and will submit to the Credit Card processor (or other payment source agreed upon by LOCATION INC, if applicable) all information that it requires for approval and/or payment. If any Registration fees or other charges billed to the Credit Card are declined and not promptly and fully paid for any reason whatsoever (or if such other method of payment agreed upon by LOCATION INC is not promptly and fully paid for any reason whatsoever), time being of the essence, LOCATION INC shall have the right to suspend the Registration, the Registrant’s saved reports and searches, and/or access to the Location Inc Network until such fees or other charges are paid in full, and/or to take such other and further action as LOCATION INC deems necessary, in its sole discretion, including, without limitation, terminating the Registration without any refund to the Registrant. The Registrant agrees to pay all costs (including pre-judgment and post-judgment attorneys’ fees) incurred by LOCATION INC in collecting any unpaid fees or other charges.
TERMINATION OF REGISTRATION
The Registrant is not obligated to make any payment to LOCATION INC unless the Registrant orders any report or other product and/or service from LOCATION INC. Notwithstanding, in the event the Registrant desires to terminate the Registration, the Registrant shall be responsible for taking affirmative action by following the termination link on the Registrant’s member and/or login page, or at such other location on the Location Inc Network as from time to time shall be identified for the termination of Registrations. To access the Registrant’s member and/or login page, the Registrant should sign in and then click on the My Account link at the top right corner of any page. The Registrant should then follow the link(s) and/or instruction(s) to terminate the Registration. LOCATION INC will not process any termination, and the Registration shall continue to be active and subject to the terms and conditions of this Agreement, if the termination request is submitted otherwise, including via email, telephone, or some other manner. If the Registrant terminates in accordance with the termination requirements set forth on the Registrant’s member and/or login page, the Registrant’s benefits, including without limitation, access to search history, reports, products, and/or services (whether free or paid), shall end immediately. In no event, however, will the Registrant be entitled to any reimbursement whatsoever, including, without limitation, any refund for any report(s), product(s), and/or service(s) previously ordered and paid for. LOCATION INC may immediately, and in its sole discretion, cancel any Registration and/or access to the Location Inc Network, without notice or liability. None of the foregoing limits any other legal, equitable, or contractual rights available to LOCATION INC.
DESCRIPTION OF SERVICE/USE RESTRICTIONS
LOCATION INC will provide to the Registrant certain location matching and information searching services and certain accompanying locality information services in accordance with the Registration and this Agreement. LOCATION INC grants the Registrant a revocable, non-transferable, non-exclusive, limited license to use those portions of the Location Inc Network to which the Registrant is granted access. The Registrant may use the Registration to view and print certain electronic or hard copies of pages and reports from the Location Inc Network, or portions thereof, to which the Registration applies.
The Registration, including the data, images, and information accessed via the Location Inc Network and pursuant to the Registrant’s Registration, are solely for the Registrant’s internal business use and subject to the terms and conditions of the Registration and this Agreement. In the event the Registrant is an organization, the employees, members, shareholders, directors, and/or managers of an organization shall be permitted to make use of the Location Inc Network, internally, as one Registrant. Notwithstanding the aforesaid, the login credentials for the Location Inc Network may not be used simultaneously by multiple persons unless LOCATION INC elects to offer, and the Registrant purchases, a multi-seat Registration, in which case the Registrant may utilize multiple login credentials under the same Registration (“Multi-Seat Registration”).
The Registrant shall have access to purchase individual reports concerning neighborhoods and addresses, or other products and/or services (if applicable), with payment due and payable by the Registrant at the time of purchase.
Unless expressly stated otherwise, all modifications, alterations, restrictions, reductions, augmentations, and/or enhancements of the Registration and/or the Location Inc Network shall be subject to this Agreement. The Registrant is responsible for obtaining access to the Location Inc Network by maintaining an Internet connection, at the Registrant’s sole expense, and the Registrant understands that such connection may require the Registrant to pay fees not included in the LOCATION INC report, or other product and/or service, charge(s).
LOCATION INC agrees to support the Registration and associated Location Inc Network content, excepting interruptions or suspensions as elected or required by LOCATION INC, including, without limitation, those due to maintenance of the Location Inc Network, personnel transitions, mechanical difficulties, equipment failure, technical problems, and/or high traffic on the Location Inc Network.
LOCATION INC provides its information and services to the Registrant subject to this Agreement, which may be modified, altered, and/or updated by LOCATION INC from time to time without notice to the Registrant. The most current version of LOCATION INC’s Registrant Agreement can be reviewed on the Location Inc Network.
Resale and/or redistribution of any information, products, and/or services from LOCATION INC and/or the Location Inc Network is strictly prohibited. Systematic retrieval to create or compile, directly or indirectly, in whole or in part, a collection, compilation, database or directory from and/or with respect to the Location Inc Network, without the express written permission of LOCATION INC, is strictly prohibited. Except as expressly set forth in this Agreement, the Registrant may not (i) modify, publish, share, distribute, transmit, broadcast, or circulate the Location Inc Network or the Content, or any portion thereof (including, but not limited to, any view, download, information, data, image, or printed copies made from it or in any way accessed through the Registration), except with respect to the Registrant’s use of Location Inc Network’s “Share” function, which sharing by the Registrant is expressly permitted; (ii) reverse engineer, create derivative works from, decrypt, disassemble, or decompile any portion of, in whole or in part, including without limitation, any object code or algorithms, the Location Inc Network or the Content; (iii) sublicense, transfer, sell, or resell the Location Inc Network or the Content, in whole or in part, to any third party, or (iv) remove, obscure, deface or otherwise interfere with any proprietary or restrictive notice or legend contained in or included on any part of the Location Inc Network or the Content. The Registrant also agrees not to access or copy any portion of the Location Inc Network or the Content through any automated viewing, downloading or crawling systems..
In the event LOCATION INC determines there has occurred any breach or violation of this Agreement and/or the Registration, LOCATION INC may at any time, without notice and without refund: (i) revoke or limit the use of the Registration and/or the Location Inc Network (or any portion of it); and/or (ii) change or terminate the Registration and/or access to the Location Inc Network (or any portion thereof). LOCATION INC also reserves the right to impose, and the Registrant agrees to pay to LOCATION INC immediately through the Credit Card (or within seven (7) days of LOCATION INC invoicing the Registrant, time being of the essence, in the event (i) the Credit Card does not allow such payment(s) to be fully processed and delivered to LOCATION INC or (ii) LOCATION INC agreed to accept payment other than by means of a credit card), a sum acceptable to LOCATION INC (in its sole discretion) for each and every view and/or report that LOCATION INC deems was viewed, published, accessed, and/or otherwise used in violation of the Registration and/or this Agreement.
NON-TRANSFERABILITY OF REGISTRATION
The Registrant agrees that the Registrant’s right to use the Registration, the Location Inc Network, and any related information or services are specific to the Registrant and the Registrant may not in any manner whatsoever sub-license, re-sell, transfer, or assign this Agreement, the Registration, reports, or any related rights and/or obligations to any party without the express written consent of LOCATION INC. Except for the internal use of the Registration within the same business or organization as permitted by this Agreement, the Registration and/or access to the Location Inc Network may not be transferred or shared with any other entity or person.
DISCLAIMER OF WARRANTIES/LIMITATION OF LIABILITY
Although LOCATION INC has attempted to ensure the accuracy, reliability, and timeliness of the information and/or services contained on the Location Inc Network, all of such information and/or services is provided on an “as is” basis, without warranties of any kind or nature, either express or implied, including without limitation, warranties of merchantability, fitness for a particular purpose, non-infringement, ownership, accuracy of content, and absence of viruses and damaging or disabling code. LOCATION INC, its partners, shareholders, directors, officers, employees, principals, licensors, licensees, successors and assigns do not warrant that the Location Inc Network, any other linked websites, or any of the information or services they respectively contain is complete, accurate or error-free, nor that the systems that host and/or transmit the same are free of viruses or other harmful components. LOCATION INC does not promise or warrant to the Registrant that any aspect of the Location Inc Network, and any linked websites or related services and/or systems, will work properly or be available continuously. LOCATION INC has no obligation to update the Location Inc Network or to correct any errors or omissions that might be contained in it.
Past performance of a property, neighborhood, or geographic area, and/or information contained in a report, rating, or other medium, including forecasts and forward-looking data, does not guarantee future performance or the occurrence or non-occurrence of conditions and/or events. LOCATION INC shall not be responsible for purchase, lease, financing, investment, or other decisions, transactions, damages, or losses resulting in any way from the use of the Registration and/or the Location Inc Network, including without limitation, data, reports, and/or other information. The Registrant further expressly agrees that the information, ratings, data, and other content contained in any report or on any page of the Location Inc Network is a work of art and, as such, no guarantees are expressed or implied, including with regard to the suitability of any location, neighborhood or area for the purchase, financing, leasing, renting, and/or use of real property.
By using the Registration, the Location Inc Network, and any related services and/or systems (including, without limitation, NeighborhoodScout), the Registrant expressly understands and agrees that such use is at the Registrant’s own risk, and that LOCATION INC, its partners, shareholders, directors, officers, employees, principals, licensors, licensees, successors and assigns will not be liable to the Registrant or any other person or entity for any loss, expense, cost, or damage, including but not limited to consequential, incidental, special or punitive damages, and/or lost profit or revenue, however it may arise, which results directly or indirectly from the use of, or reliance upon, the information obtained, downloaded, linked, or otherwise accessed through the Location Inc Network, and any related services and/or systems (including, without limitation, NeighborhoodScout). The Registrant further expressly understands and agrees that the Registrant will be solely responsible for any damage to the Registrant’s computer system or loss of data or other harm that results from the transfer, downloading, and/or other connection to, from, and/or with the Location Inc Network, and any related services and/or systems (including, without limitation, NeighborhoodScout).
In no event will LOCATION INC or any person or entity involved in creating, producing, or distributing reports, data, rankings, and/or content related to the Registration and/or the Location Inc Network be liable in contract, in tort (including for its own negligence) or under any other legal theory (including strict liability) for any damages, including, without limitation, direct, indirect, incidental, special, punitive, consequential, or similar damages, including, without limitation, lost profits or revenues, loss of use, or similar economic loss, arising out of the use of the Registration and/or the Location Inc Network. In no event shall LOCATION INC’s total liability for all damages, losses, and causes of action, whether in contract, tort (including its own negligence) or under any other legal theory (including strict liability), exceed the Registration fee paid by the Registrant. The Registrant agrees to defend (with counsel of the Registrant’s choosing), indemnify, and hold harmless LOCATION INC and its affiliates and their respective partners, shareholders, directors, officers, employees, licensors, licensees, representatives, principals, agents and assigns from and against any and all claims, actions, demands, damages, costs, liabilities, losses, and expenses (including any and all attorneys’ fees) arising out of (a) the use and/or misuse of the Registration and/or the Location Inc Network, and/or (b) the breach or violation of the Registration and/or this Agreement.
The Registrant may be required to select a password for a Registration, or passwords for a Multi-Seat Registration. The Registrant may not select any password that violates any third party’s rights or is offensive, improper, and/or inappropriate. If LOCATION INC determines in its sole discretion that any password is offensive, improper, and/or inappropriate for any reason, LOCATION INC may delete that password and/or limit or terminate access to the Registration and/or the Location Inc Network. Each password is for the Registrant’s or Multi-Seat users’ use only and may not be shared with anyone (except for the internal use of the Registration within the same business or organization as permitted by this Agreement). The Registrant is responsible for all use, activities, and charges associated with or arising from any use of the Registration and/or the password(s), regardless of whether such use is authorized by the Registrant. The Registrant must promptly notify LOCATION INC of any unauthorized use of the Registration and/or the password(s).
INTELLECTUAL PROPERTY RIGHTS
LOCATION INC®, NeighborhoodScout® and HometownGuides® are protected marks of LOCATION INC, and LOCATION INC will enforce such intellectual property rights, and all other rights, to the fullest extent of the law to prevent infringement of its protected ideas, formats, design, organization, and other original content. The data and information contained on the Location Inc Network are likewise copyrighted, and some or all of the data, information, and related services is patented or patent pending. All such intellectual property rights will be enforced to the fullest extent of the law to prevent infringement.
The Registrant acknowledges and agrees that: the Location Inc Network, and any originals and copies thereof, in whole or in part, and all intellectual property rights therein or associated therewith: (1) is owned by LOCATION INC; (2) contains valuable copyrighted material, protected marks, patented and/or patent-pending material and is protected by U.S. copyright, patent, and/or other intellectual property laws; and (3) is conditionally licensed, rather than sold, pursuant to the Registration and this Agreement. The Registrant further acknowledges and agrees that the Registrant will not use the Registration and/or the Location Inc Network for any unlawful or unauthorized purpose, and that the Registrant will use reasonable efforts to protect them from illicit distribution or use.
In addition, all page headers, custom graphics, design and user interface elements, and scripts are service marks, trademarks, and/or trade dress of LOCATION INC and may not be copied, imitated, or used, in whole or in part, without LOCATION INC’s prior written permission. All other marks or logos not owned by LOCATION INC are the property of their respective owners. Reference to any products, services, processes, or other information, by trade name, trademark, manufacturer, supplier, or otherwise, does not constitute or imply endorsement, sponsorship or recommendation thereof by LOCATION INC. In order to access certain areas of the Location Inc Network or to be able to receive certain additional content/materials, LOCATION INC may require the Registrant to become a registered user, to become a particular subscriber, to pay certain usage, printing or other fees, and/or comply with other terms and conditions. In all such cases, the Registration and this Agreement shall remain in full force and effect.
The Registrant hereby acknowledges that LOCATION INC may disclose to the Registrant valuable confidential information concerning LOCATION INC, the Registration, and/or the Location Inc Network. The Registrant agrees to hold all such confidential information in confidence, in whole or in part, and not to disclose such confidential information to anyone except in connection with those uses that are consistent with the license granted in this Agreement. The Registrant further agrees to use at least that degree of care which the Registrant uses to protect the Registrant’s own information of a similar confidential nature, but in no event less than reasonable protection. Excluded from such confidential information is information which, as proven by the Registrant by clear and convincing evidence, was in the Registrant’s possession without confidential limitation prior to disclosure, is known or becomes known to the general public without breach of this Agreement, is received rightfully by the Registrant without confidentiality limitations from a third party or is disclosed publicly by LOCATION INC without substantially similar confidentiality restrictions. This confidentiality obligation shall survive the termination, expiration or cancellation of this Agreement for any cause whatsoever, and shall remain in force in perpetuity.
THIRD-PARTY WEB SITES, LINKS, AND INFORMATION
The Location Inc Network may contain information, products, and services provided by third parties and links (including advertisements) to Web sites made available by third parties. This information and these products, services, and links are provided only as a convenience to users of the Registration and/or the Location Inc Network. LOCATION INC does not control this information or these products, services, or Web sites, LOCATION INC does not make any representations or warranties, express or implied, regarding this information or these products, services, or Web sites, and LOCATION INC shall not be liable for (a) any information or services received from, and/or processed by, them, and/or (b) transactions initiated and/or consummated with them. Inclusion of any of the foregoing in the Registration and/or the Location Inc Network does not constitute or imply an endorsement, joint venture, authorization, sponsorship, or affiliation by or with LOCATION INC with respect to any third party, any third party’s Web site or its content, or any information, products, or services provided by and/or through a third party.
CHOICE OF LAW AND FORUM
This Agreement shall in all aspects be governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts without giving effect to any choice or conflict of law provision or rule (whether of the Commonwealth of Massachusetts or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the Commonwealth of Massachusetts, and the obligations, rights and remedies of the parties shall be determined in accordance with such laws. The parties agree that any litigation one (or more) party(ies) commences, maintains and/or is engaged in against any other party and/or parties (whether pursuant to this Agreement or otherwise) shall be brought exclusively in the courts of the Commonwealth of Massachusetts, Worcester County, or the federal courts of the United States of America in the Commonwealth of Massachusetts, Worcester County, with any right to bring, commence, engage and/or maintain litigation in any other courts being hereby waived to the fullest extent permitted by law. Each party hereby irrevocably submits generally and unconditionally for themselves and with respect to any and all property that is the subject matter hereof, to the jurisdiction of the state courts in the Commonwealth of Massachusetts, Worcester County, or any United States federal court in the Commonwealth of Massachusetts, Worcester County. Each party hereby irrevocably waives, to the fullest extent permitted by law, any objection that it/they may now or hereafter have to the laying of venue in any such court and any claim that any such court is an inconvenient forum.
When the Registrant clicks the button on the Registration page labeled “I accept this Agreement”, or otherwise takes action acknowledging confirmation and/or ordering of the Registration or any report, information, and/or other product or service, the parties expressly agree that the same is equivalent to a signature by the Registrant indicating that the Registrant expressly accepts, and agrees to be bound by, the Registration, the order, and this Agreement.
Unless in writing and signed by LOCATION INC, the alleged waiver by LOCATION INC of a breach or default of any provision of this Agreement shall not be construed as a waiver of such breach and/or any succeeding breach of the same or any other provision, nor shall any delay or omission on the part of LOCATION INC to exercise or avail itself of any right, power or privilege that it has, or may have hereunder, operate as a waiver of any right, power or privilege by LOCATION INC.
To the maximum extent possible, each provision in this Agreement shall be interpreted in such manner as to be valid and enforceable under applicable law. If any provision (or portion thereof) of this Agreement is held to be invalid or unenforceable under applicable law, such provision (or portion thereof) shall be modified so as to be rendered valid and enforceable while implementing, to the maximum extent possible, the original intent of such provision (or portion thereof). If such modification is not possible or allowed, then such provision (or portion thereof) shall be ineffective only to the extent of such unenforceability or invalidity without affecting the remainder of such provision or any other provisions (or any portion thereof) in this Agreement.
SUCCESSORS AND ASSIGNS
Subject to the assignability restrictions, prohibitions, and termination rights contained in this Agreement, this Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, administrators, successors and assigns.
ENTITY AS SUBSCRIBER
If the Registrant is a corporation, company, or other entity, Seller represents and warrants to LOCATION INC that the individual acting on behalf of the Registrant is duly authorized by all requisite corporate, shareholder, member and/or other action to have the full power and authority to execute and deliver the Registration and this Agreement and to consummate the transactions contemplated hereby, and the Registration and this Agreement have been duly executed and delivered and constitute legal, valid, and binding obligations of the Registrant enforceable in accordance with their terms.
All notices required to be given to LOCATION INC under this Agreement must be given in writing and delivered either (a) by first class mail, electronic mail, and certified mail, return receipt requested, postage pre-paid, or (b) by first class mail, electronic mail, and Federal Express or other recognized overnight delivery service, all delivery charges pre-paid and notice to be addressed as follows: LOCATION INC, 120 Front Street, Suite 420, Worcester, MA 01608 (electronic mail: firstname.lastname@example.org). All notices required to be given to the Registrant under this Agreement shall be given in writing and delivered either (a) by electronic mail to the address provided by the Registrant, or (b) by first class mail and certified mail, return receipt requested, postage pre-paid, or (c) by first class mail and Federal Express or other recognized overnight delivery service, all delivery charges pre-paid and notice to be addressed to the billing address provided by the Registrant. In no event shall notice sent to the Registrant be deemed ineffective in the event the Registrant provides inaccurate or incomplete address information (physical, mailing, electronic, or otherwise), or the Registrant fails to update the same.
IN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement as of the date the Registrant clicks the button to submit the Registration order or otherwise takes action acknowledging confirmation and/or ordering of the Registration.