This website (the "Site") is owned and operated by ESSENTIA Communications, LLC (hereinafter referred to as "ESSENTIA", "we", "us" or "our"). By accessing, browsing or otherwise using the Site, you acknowledge that you are an authorized user, having either paid for the right to use the Site or being an employee of a someone who has. You further, by accessing this site, acknowledge that you have read, understood and agree to be bound by these terms of use. If you do not accept the terms and conditions of this Agreement, you shall not access, browse or use the Site.
1. License.
A. You are hereby granted one limited, non-exclusive and non-alienable license (.License.) to use this Site. You may purchase additional licenses from us and shall receive separate and distinct login information for each such license. Your login information may be changed periodically by ESSENTIA, but you will be notified of such a change in advance of it taking effect.
B. This License provides you, and only you, the right to use the Site and any material produced by or through the site. Notwithstanding the foregoing, except as otherwise set forth herein, your License may be used by your employees, but only subject to the restrictions contained herein. The License, and the login information associated therewith, is personal to you and may not be assigned or otherwise transferred without the explicit written consent of ESSENTIA. In the event that you are or become aware of any unauthorized use of this Site or the Licensed Material, you shall immediately notify ESSENTIA of the same.
C. If you are an employee of a Licensee hereunder, you acknowledge that you are bound by these provisions as if you were the original Licensee and may be held personally liable for any breach thereof. In the event your employment with the Licensee is terminated for any reason, you shall immediately cease use of this Site and the Licensed Material.
D. ESSENTIA reserves the right to provide similar licenses to other parties in its sole and absolute discretion.
E. You shall use the Site and Licensed Material according to these Terms and Conditions. You shall not have any rights of ownership or other proprietary rights in the Site or the Licensed Material by virtue of these Terms of Use unless otherwise specified herein. You shall only have access to the Site and Licensed Material during your, or your employer.s, active subscription period. You shall use commercially reasonable efforts to prevent third parties from obtaining, scraping or downloading any information, data, text or code from the Site. You shall not do or attempt to do any of the following, nor shall you cause or permit any third party to do or attempt any of the following: (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Site or the Licensed Material; or (ii) modify or make derivative works based upon the Site or the Licensed Material. You shall not use the Site or the Licensed Material, nor shall you cause or permit any third party to use the Site or the Licensed Material, to do any of the following: (i) send spam or otherwise duplicative unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material, including material harmful to children or volatile of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses, or other harmful computer code, files, script, agents, or programs; (iv) interfere with or disrupt the integrity or performance of the Site or the Licensed Material; (v) attempt to gain unauthorized access to the Site or the Licensed Material; or (vi) access the Site for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes. You are responsible for all activity occurring under your License and login information. You shall notify ESSENTIA immediately of any known or suspected unauthorized use of your login information or any other suspected breach of security related to the Site or the Licensed Material.
F. In the event that we discover that you are using this Site or the Licensed Material for an improper purpose, that you have gained access to the Site or the Licensed Material in a fraudulent manner, or that you are an unauthorized user of this site, we will exercise all available legal remedies against you.
2. Ownership, Copyright, Confidentiality and Restricted Use.
A. The Site and any material produced by or through the site (the .Licensed Material.) are owned, copyrighted and/or licensed by ESSENTIA. You have access to and own any products or other content incorporating the Licensed Material, but ESSENTIA, or the party from whom ESSENTIA licenses the Licensed Material, retains ownership and copyright of the Licensed Material and all copies of such text and data regardless of the form or media in or on which the original and other copies may exist.
B. You acknowledge that the Licensed Material consists of confidential and proprietary information, data and technology and is the sole and exclusive property of ESSENTIA or third party providers that license the Licensed Material to ESSENTIA to use and sublicense portions of the Licensed Materials. You further acknowledge that portions of the Licensed Material may be Trade Secrets, as that term is defined in Wisconsin Statute Section 134.90. You shall keep the Licensed Material strictly confidential and acknowledge that any unauthorized use, disclosure, reproduction or distribution of Licensed Material would cause irreparable harm to ESSENTIA and/or any party licensing the Licensed Material to ESSENTIA. In the event that damages would fail to make ESSENTIA whole, you acknowledge and consent to a court of competent jurisdiction granting an equitable remedy, including the use of injunctive relief, to remedy any unauthorized use, disclosure or reproduction of the Licensed Material.
C. This Site contains copyrighted material, trademarks and other proprietary information, including, but not limited to, artwork, photographs, graphics, animations, images, text, data and code (collectively, the .Content.) which are the property of their respective owners. Downloading the Content does not transfer title to the Content, or any of the intellectual property rights associated therewith. It is illegal to duplicate, download or distribute any content from this Site except for your business use. You may not modify or alter the Content in any way, nor incorporate the Content into any materials that are publicly distributed or displayed, except as specifically described elsewhere herein. You may not resell, display, sublicense or distribute the Content in any form, including on any online service, the internet or any other electronic medium which exists now or in the future. Republication or distribution of the Content, including by framing or similar means, is expressly prohibited.
D. You shall not publicly post content, passwords or other login information on any online service, or otherwise publish such information. You shall not create any electronic link or other utility that would allow for data extraction from or unauthorized access to the Site or the Content from an online service, the internet or any other electronic medium existing now or in the future.
E. You may present data from the Licensed Material, and analysis derived from such data, to your clients and prospective clients in the normal course of business, subject to the use restrictions set forth herein.
F. You may incorporate limited portions of the Licensed Material in promotional materials, but any such materials shall be submitted and approved by ESSENTIA prior to general publication or distribution to third parties. Any material, derivative data and reports containing Licensed Material or data obtained from ESSENTIA, including, without limitation, media kits, advertising, PowerPoint slides, PDFs, Excel spreadsheets, etc. shall include conspicuous copyright credit in the form: "Research data © copyright ESSENTIA, [year], www.competebetter.com".
G. You shall not use the names, trademarks or logos of ESSENTIA in any advertising or promotional material except as provided herein or as otherwise agreed to in writing by ESSENTIA.
3. Limitation of Warranty and Liability.
A. ESSENTIA, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OWNERS, SUPPLIERS, OR LICENSORS (COLLECTIVELY, THE .ESSENTIA PARTIES.) MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENT, INCLUDING, BUT NOT LIMITED TO, ITS ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS, ORIGINALITY, OR RELIABILITY. THE ESSENTIA PARTIES DO NOT REPRESENT OR WARRANT THAT THE LICENSED MATERIAL DOES NOT INFRINGE ON ANY RIGHTS OF THIRD PARTIES.
B. THE ESSENTIA PARTIES DO NOT WARRANT THAT THE CONTENT OR FUNCTIONS CONTAINED IN THE SITE WILL BE FREE FROM ERRORS, ITNERRUPTIONS, OMISSIONS, DEFECTS, VIRUSES OR OTHER DAMAGING ELEMENTS, OR THAT ESSENTIA WILL CORRECT ANY ERRORS, OMISSIONS OR DEFECTS. YOU ASSUME ALL RISK AND THE COST OF ANY NECESSARY SERVICE, REPAIRS OR MAINTENANCE TO YOUR HARDWARE, SOFTWARE OR OTHER EQUIPMENT.
C. IN NO EVENT SHALL ANY ESSENTIA PARTY BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTIAL, CONSEQUENTIAL, LOST PROFITS, SPECIAL, ECONOMIC OR INDIRECT, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE SITE AND THE LICENSED MATERIAL, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH ESSENTIA PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
D. In any state in which disclaimer of implied warranties or limitation of liability are not permitted in similar documents, the liability of the ESSENTIA Parties shall be limited to the greatest extent permitted by law.
4. Indemnification.
A. You agree to defend, indemnify, and hold harmless the ESSENTIA Parties from and against any claims, actions, demands or damages, including, without limitation, reasonable legal and accounting fees, arising out of or resulting from your breach of these Terms of Use or your access to, use or misuse of the Licensed Material or Site. The ESSENTIA Parties shall provide you notice of any such claim, suit or proceeding. ESSENTIA reserves the right to assume exclusive defense and control of any matter which is subject to indemnification under this section. In such event, you agree to cooperate with any reasonable request assisting ESSENTIA.s defense of such matter.
5. Miscellaneous.
A. You expressly agree that your use of the Site and the Licensed Material shall conform to all laws and regulations of the jurisdiction in which you are located.
B. ESSENTIA retains the right to upgrade, alter or discontinue the Site and the Licensed Material and may limit or discontinue your access to the Site and Licensed Materials at any time without notice. In the event your access to the Site is terminated for any reason, you shall destroy all materials obtained from the Site along with any copies and related documentation thereof.
C. These Terms of Use shall be governed by and construed in accordance with the internal laws of the State of Wisconsin, without reference to choice of law rules. The exclusive jurisdiction and venue for any action under these Terms of Use shall be in the state and federal courts of Dane County, Wisconsin. You hereby accept personal jurisdiction in such courts. In the event that any litigation or other proceeding is initiated with respect to these Terms of Use or your use of the Site or Licensed Material, the prevailing party in such an action or litigation shall be entitled to recover from the other Party all costs, attorney.s fees and other expenses incurred.
D. You may not assign any rights granted to you or delegate any of your duties hereunder and any attempt to do so is void and of no effect. ESSENTIA may assign its right or delegate its duties under these Terms of Use in their entirety to any party without notice to you.
E. If any provision of these Terms of Use is determined invalid or unenforceable by any court of competent jurisdiction, the remaining provisions shall remain in full force and effect.
F. These Terms of Use contain the entire understanding and agreement between the parties with respect to the subject matter herein and supersedes any and all other agreements between the parties, whether oral or in writing.
G. Any failure or delay by us to enforce our rights under these Terms of Use shall not constitute a waiver unless such waiver is made in writing.
H. You acknowledge that your relationship with ESSENTIA is that of vendor and vendee and that nothing in these Terms of Use or business practice shall be construed to create any other relationship, including, without limitation, that of a partnership or joint venture.