IMPORTANT - PLEASE READ CAREFULLY:
These Terms of Use (or "Agreement") constitute a legal agreement between you (either an individual person or a single legal entity, who will be referred to in this Agreement as "you") and Blue Book Services, LLC. ("BBS") regarding your use of BBS Products and Services, including information and reports from the Blue Book database, whether delivered in any print or electronic format, the BBS web site, and web-based applications, collectively referred to herein as "Products and Services." The Products and Services also include BBS’s media services (e.g., The Produce Reporter eNewsletter), and any software, updates, add-on components, web services and/or supplements, and any products or services you may request or purchase from BBS by and through these Products and Services after the date you first access the Products and Services to the extent that such items are not accompanied by an additional or separate license agreement or terms of use. Your use of the Products and Services following an opportunity to review this Agreement shall constitute acceptance of its terms.1. Ownership
You acknowledge and agree that BBS is the exclusive owner or licensor of the Products and Services and that BBS retains all right, title and interest in and to all intellectual property and proprietary rights, including without limitation, all patent rights, trademarks, trade names, inventions, copyrights, know-how and trade secrets relating to the Products and Services, and any component thereof. You further acknowledge and agree that the Database and all ratings, reports, and information obtained by or through these Products and Services, or by and through Blue Book Membership, are provided for your internal use only, and you may not loan or show or in any way share or distribute such ratings, reports, information, or data to third-parties. You also agree not to post, provide, or share the BBS credit rating, including the Pay Rating, Credit Worth Estimate, Trade Experience Rating, or Score, assigned to you or your firm with any third party for publication on the internet, in print or otherwise, including e-commerce web sites or other electronic or print directories or databases. Your use of the Product and Services is authorized only for the purposes set forth herein. You shall not remove, alter, cover, obscure, or otherwise interfere with any copyright notices, trademarks or other proprietary rights notices which BBS places on or embeds in the Products and Services. Except for the limited license granted in this Agreement, all right, title and interest in and to the Products and Services shall remain with BBS.2. Grant of License
BBS grants you a nonexclusive license to use the Products and Services subject to all the terms and conditions set forth in this Agreement and subject to the Blue Book Membership Agreement. The rights granted to you constitute a license and not a transfer of title. a) You may use the Products and Services solely for your own internal informational purposes. You may not process or retrieve data using the Products or Services for third parties or otherwise use the Products and Services as a service bureau. You agree to give immediate notice to BBS of, and to use best efforts to prevent, any unauthorized use, copying, or disclosure of such ratings, reports, and information. b) Blue Book Members may use the Products and Services with the number of users limited to the number of user licenses designated by BBS in the Blue Book Membership Agreement entered into between you and BBS. Sharing of login credentials (i.e., usernames and passwords), within your organization or externally, is prohibited. You agree to keep login credentials secure from unauthorized use and to notify BBS at once if you suspect your login credentials, or any login credentials assigned through Blue Book Membership, have been compromised or used for unauthorized access. BBS reserves the right to audit the number of users accessing the Products and Services, and your compliance with these Terms of Use. Unauthorized persons attempting to access password protected areas or data may be prosecuted. c) You agree, to the extent you have actual or apparent authority to do so, that any person using or assigned login credentials on behalf of you or your company has authority to use the Products and Services and purchase additional products and services (e.g., business reports, additional user licenses, and collection services) on behalf of you or your company except to the extent you may expressly limit such authority with written notice to BBS prior to the use in question. d) You are responsible for placing computer(s), devices and/or other equipment used to access the Products & Services or any files or storage media containing the Products & Services in a secure location. You are responsible for logging out of any computer, device, or other equipment that may be accessed by an unauthorized party. e) You may not use, copy, modify, alter, repost, distribute, assign, sell, transfer or create derivative works from the Products and Services, or any copy, modification or merged portion thereof, in whole or in part, except as expressly permitted herein. You may not decompile or reverse engineer the Products or Services. You may not use a robot, spider, or other software device or manual process to copy, modify, distribute or transfer data obtained by or through the Products and Services. f) You may not mirror the home page or any other pages of the Web Site on another web site or web page. You may connect links to BBS's home page, but you may not connect any "deep links" to any other pages or sections of the BBS Web site. g) You may not use any of the marks appearing throughout the Products and Services without express written consent from BBS, or the trademark owner, except as permitted by law. h) Your use of the Products and Services will comply with all applicable laws and regulations, including, without limitation, the U.S. federal CAN SPAM Act of 2003, Canada's Anti-Spam Legislation, and the European Union's anti-spam and data protection laws as may be amended from time to time. i) You agree that the Products and Services will not be shipped, transferred, or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations. j) If you use the Products and Services by or for any unit or agency of the United States Government, this provision applies: The Products and Services shall be classified as "commercial computer software," as that term is defined in the Federal Acquisition Regulation (the "FAR") and its supplements. BBS represents that the Products and Services were developed entirely at private expense, that no part of the Products and Services was first produced in the performance of a Government contract, and that no part of the Products and Services is in the public domain. The Products and Services are restricted computer software delivered subject to the terms of these Terms of Use and (i) FAR 12.212(a); (ii) FAR 52.227-19; or (iii) FAR 52.227-14(ALT III), as applicable. k) If you use the Products and Services by or for the United States Department of Defense, this provision applies. The Products and Services are delivered subject to these Terms of Use and either (i) in accordance with DFARS 227.7202-1(a) and 227.7202-3(a), or (ii) with restricted rights in accordance with DFARS 252.227-7013(c)(1)(ii) (OCT 1988), as applicable.3. Membership Term
The grant of license to Blue Book Members is effective until terminated and will automatically terminate upon cancellation of your Blue Book Membership. Your membership may also be terminated if you fail to comply with any term or condition of this Agreement or fail to pay for any products and services purchased from BBS. Your membership may also be terminated or restricted if you fail to comply with the Blue Book Membership Agreement, or Community Standards.4. Information Submitted to BBS
If you provide any message or information, including information and images for news articles or press releases, to BBS via the Products and Services, or otherwise, you agree that the information provided is true, correct, accurate, not misleading, and not infringing on another’s intellectual property rights. By providing any message, information, or images, you grant to BBS the royalty-free irrevocable, perpetual, worldwide right to use, distribute, display and create derivative works from this material, in any and all media, in any manner, in whole or in part, without any restriction or responsibilities to you. Please see BBS’s Privacy Policy posted on the Web Site for information on BBS’s use of information you may provide.5. Indemnification
You agree to indemnify and hold BBS, its licensors, and each such party's parents, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents, harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses (including without limit attorneys' fees and costs) arising out of or in connection with (i) your breach of this Agreement; (ii) your use of the Products and Services; or (iii) any use of your login credentials by a third-party; including any claims, costs, damages, losses, liabilities, and expenses (including without limit attorneys' fees and costs) in connection with any claim between you and BBS.6. Limited Warranty
THE PRODUCTS AND SERVICES ARE PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS. ALL OTHER WARRANTIES OR CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, CORRECTNESS, COMPLETENESS, ACCURACY OR RELIABILITY, NONINFRINGEMENT, TITLE, UNINTERRUPTED USE, SYSTEM INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PRODUCTS AND SERVICES AND WRITTEN MATERIALS ACCOMPANYING THE PRODUCTS AND SERVICES, ARE HEREBY EXPRESSLY DISCLAIMED AND EXCLUDED. YOU ASSUME ALL RISKS AS TO THE QUALITY, CORRECTNESS, COMPLETENESS, ACCURACY, SUITABILITY, RELIABILITY, AND PERFORMANCE OF THE PRODUCTS AND SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE WAIVER OR EXCLUSION OF IMPLIED WARRANTIES, SO THESE WAIVERS AND EXCLUSIONS MAY NOT APPLY TO YOU. YOU ASSUME RESPONSIBILITY FOR THE SELECTION, INSTALLATION, AND USE OF THE PRODUCTS AND SERVICES TO ACHIEVE YOUR INTENDED RESULTS.7. Your Remedies
BBS's entire liability and your exclusive remedy for breach of the limited warranty set forth above shall be no more than the annual cost of Membership regardless of whether you ever obtain Blue Book Membership.8. Limitation of Liability
BBS ASSUMES NO LIABILITY FOR LOSS OR DAMAGES WHATSOEVER AND HOWSOEVER RESULTING FROM ANY USE OF, INABILITY TO USE, OR RELIANCE UPON THE PRODUCTS AND SERVICES. IN NO EVENT SHALL BBS BE LIABLE TO YOU FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF OR RELATING TO THE USE OR INABILITY TO USE THE PRODUCTS AND SERVICES, EVEN IF BBS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF ANY WARRANTY DISCLAIMER OR LIMITATION ON LIABILITY IN THIS AGREEMENT IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN BBS'S TOTAL LIABILITY TO YOU (WHETHER BASED IN CONTRACT OR TORT, OR OTHERWISE) WILL IN NO EVENT EXCEED THE FEES PAID BY YOU TO BBS WITHIN THE LAST 12-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF SUCH LOSS OR DAMAGE.9. General
(a) Assignment. You may not sublicense, transfer, or assign this Agreement, in whole or in part, without the prior written consent of BBS. (b) Governing Law. This Agreement shall be governed by the laws of the State of Illinois, without regard to the conflict of laws provisions thereof. The parties agree to submit to the jurisdiction and venue of the federal and state courts sitting in the County of DuPage, State of Illinois. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is hereby expressly excluded. (c) Severability, Export, & Modification. If any part of this Agreement is found, inapplicable, void, or unenforceable by a court of competent jurisdiction, it will not affect the validity of the balance of this Agreement, which shall remain valid and enforceable according to its terms. You agree that the Products and Services will not be shipped, transferred, or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations. This Agreement shall automatically terminate upon failure by you to comply with its terms. This Agreement may only be modified in writing signed by an authorized officer of BBS. (d) Additional Terms. Additionally, use of the Products and Services by Blue Book Members is subject to the BBS Blue Book Membership Agreement. If for any reason you are unable to access these documents online, please telephone us at 630-668-3500. Use of the Products and Services without your assent to these additional terms is prohibited. (e) Additional License Agreement. You as the end-user agree that all information from Chain Store Guide, LLC, which has been made available to you through the Products and Services of Blue Book Services, LLC., may only be used for business purposes. You further agree that you will not sell, distribute, disclose, rent, lease, or in any way divulge any such information contained therein, in whole or part, to any third-party outside your own company. (f) Third-Party Providers. No third-party or third-party content provider providing data or information to BBS in good faith will be liable to any you for any loss or claim due to any errors in, omission from, or use of such data. All such data is provided on an "as is" basis. Additionally, you may not create any derivative works from any Products or Services obtained though BBS regardless of the source of the data in question. You may not use such Products and Services in any manner that infringes on any third-party content provider's intellectual property rights, and you are prohibited from redistributing same. You are prohibited from allowing any party, which is not authorized to access or use the Products or Services to access or use such data regardless of the source of the data in question. Although BBS may publish notice to Members of any changes in these Terms of Use, BBS reserves the right to amend these Terms of Use from time to time without prior notice to you. For this reason, BBS encourages you to regularly review these Terms of Use. Your use of the Products and Services following any such amendment constitutes your agreement to be bound by these Terms of Use as amended. The last date these Terms of Use were modified is set forth below.DATE OF LAST MODIFICATION: October 5, 2023