Service Agreement for Poorman Investigations,
LLC
This Agreement between the user who is registering for Poorman Investigations,
LLC service ("User") and Poorman Investigations, LLC ("Poorman
Investigations, LLC") sets forth the terms and conditions governing
the delivery of services by Poorman Investigations, LLC and the payment
for and use of such services by User.
During the term of this Agreement, User shall pay Poorman
Investigations, LLC the charges described on the Poorman Investigations,
LLC fee schedule published online for the Poorman Investigations, LLC
services selected by User.
The Poorman Investigations, LLC Terms and Conditions
listed below are a part of this Agreement. This Agreement has been reviewed
by and is acknowledged by an authorized representative of User and becomes
effective on the date when received by Poorman Investigations, LLC in
Noblesville, Indiana.
Poorman Investigations, LLC TERMS AND CONDITIONS
During the term of this Agreement, User may access Poorman
Investigations, LLC's computer-assisted, online data retrieval service
known as Poorman Investigations, LLC (the "Network") and the
information included therein, on the following terms and conditions:
1. ACCESS TO NETWORK.
(a) Poorman Investigations, LLC grants to User a nontransferable,
nonexclusive license to access the Network and the information included
therein during its normal hours of operation solely for the purpose
of performing research and related work in the regular course of User's
business. Except as otherwise provided herein, such license includes
the right to transfer in substance the portions of information made
available to User through the Network ("Information") in machine-readable
form to a storage device under User's exclusive control and to temporarily
store such Information in order to quote the same in memoranda, briefs
and similar work product created by User. User shall not store or use
Information in a searchable database. Such license also includes the
right to provide printouts of Information to User's clients provided
that such printouts are provided as an incidental part of performing
other services for such clients in the regular course of User's business.
(b) Poorman Investigations, LLC reserves the right at any time and without
prior notice to User to change the Network's hours of operation or to
limit User's access to the Network in order to perform repairs, make
modifications or as a result of circumstances beyond Poorman Investigations,
LLC's reasonable control. Poorman Investigations, LLC may add or withdraw
products or services to or from the Network from time to time or change
prices for transactions and will notify User of such changes.
2. WARRANTY OF USER.
User represents that it is not in the business of licensing,
selling, or creating for its customers, a computer-assisted, online
data retrieval service.
3. BILLING AND PAYMENT.
Unless other payment terms are agreed to by Poorman Investigations,
LLC, all charges for the Poorman Investigations, LLC services purchased
by the User will be immediately charged to the credit card authorized
by User. All charges are exclusive of local sales, use, personal property
and similar taxes, which will be paid by User.
4. MODIFICATIONS.
Poorman Investigations, LLC may modify the terms of this Agreement upon
fifteen (15) days prior notice. User may terminate this Agreement without
charge within ten (10) days after the announcement of any such modifications
upon notice to Poorman Investigations, LLC.
5. USER NAMES AND PASSWORDS.
User's personnel shall access the Network using a user name and password
selected by User. User shall notify Poorman Investigations, LLC when
any user names need to be canceled for any reason.
6. UNAUTHORIZED USE.
User is responsible and will be billed for all use of Poorman Investigations,
LLC services made by user names assigned to User. If User learns or
suspects that unauthorized use of its account is taking place, User
shall notify Poorman Investigations, LLC's Client Support department
immediately and, in such event, Poorman Investigations, LLC will promptly
replace User's password.
7. AVAILABILITY OF ADDITIONAL PRODUCTS.
Poorman Investigations, LLC will from time to time make available to
User other products and services made generally available by Poorman
Investigations, LLC to users of the Network, on such terms and conditions
as Poorman Investigations, LLC deems appropriate. This Agreement alone
does not grant User access to or use of other Poorman Investigations,
LLC's products and services, other than Poorman Investigations, LLC.
User acknowledges that User may be required, as a condition precedent
to the use of additional products, to enter into additional agreements
with Poorman Investigations, LLC or third parties with respect to those
products.
8. OWNERSHIP.
User acknowledges that it obtains only license rights under this Agreement
and acquires no ownership rights, title or interest, including without
limitation copyrights, to the Network, its contents or programming or
to the Additional Products.
9. THIRD PARTY CONDITIONS.
User acknowledges that access to and use of the Network may be subject
to restrictions imposed by third parties, including without limitation
information suppliers, and that Poorman Investigations, LLC's agreements
with such third parties may require Poorman Investigations, LLC to deny
or otherwise restrict User's access to certain information available
through the Network. User agrees to comply with all such restrictions
of which User receives notice, whether such notice is provided in writing
or given online, and such restrictions are incorporated herein by reference.
IN THE EVENT OF ANY CONFLICT BETWEEN THIS AGREEMENT AND THE TERMS AND
CONDITIONS IMPOSED BY THIRD PARTIES, THEN THE THIRD PARTY TERMS AND
CONDITIONS WILL APPLY. Further, User agrees to respect and comply with
all copyright notices applicable to the databases and other services
and products relating to the Poorman Investigations, LLC Network.
10. RIGHTS OF DATABASE SUPPLIER.
User agrees that any Poorman Investigations, LLC database supplier shall
have the right to assert or to enforce any of the provisions of this
Agreement directly on its own behalf.
11. DISCLAIMER OF WARRANTIES.
(a) NEITHER POORMAN INVESTIGATIONS, LLC NOR ANY DATABASE
SUPPLIER MAKES ANY PREPRESENTATION OR WARRANTIES REGARDING THE PERFORMANCE
OF THE NETWORK OR THE ACCURACY OF ANY INDEXING, DATA ENTRY OR ANY INFORMATION
INCLUDED IN THE NETWORK.
(b) POORMAN INVESTIGATIONS, LLC OR ANY DATABASE SUPPLIER
PERSONNEL RENDERING ADVICE TO USER REGARDING THE DEVELOPMENT (INCLUDING,
WITHOUT LIMITATION, WORDING, SPACING, FORM AND COMPLETENESS) OF ANY
SEARCH REQUESTS OR RENDERING STATEMENTS TO THE USER ABOUT THE ACCURACY
OR COMPLETENESS OF THE SERVICE, ARE NOT AUTHORIZED TO MAKE ANY REPRESENTATIONS
OR WARRANTIES TO USER REGARDING THE ACCURACY OR ADEQUACY OF SUCH REQUESTS,
AND USER HEREBY ASSUMES FULL RESPONSIBILITY FOR THE FORMATION AND RESULTS
OF ALL SEARCH REQUESTS.
(c) USER ACKNOWLEDGES THAT NEITHER POORMAN INVESTIGATIONS,
LLC NOR ANY DATABASE SUPPLIER WARRANTS OR GUARANTEES THE TIMELINESS,
CURRENTNESS, ACCURACY, COMPLETENESS, MERCHANTABILITY OR FITNESS FOR
A PARTICULAR PURPOSE OF THE INFORMATION OR SERVICES PROVIDED, AND POORMAN
INVESTIGATIONS, LLC AND ANY DATABASE SUPPLIER SPECIFICALLY DISCLAIM
ALL SUCH WARRANTIES.
(d) USER ACKNOWLEDGES THAT EVERY BUSINESS DECISION
INVOLVES THE ASSUMPTION OF A RISK AND THAT NEITHER POORMAN INVESTIGATIONS,
LLC NOR ANY DATABASE SUPPLIER, IN FURNISHING THE INFORMATION TO THE
USER, DOES OR WILL UNDERWRITE THAT RISK IN ANY MANNER WHATSOEVER. THE
USER THEREFORE AGREES THAT NEITHER POORMAN INVESTIGATIONS, LLC NOR ANY
DATABASE SUPPLIER WILL BE LIABLE FOR ANY LOSS, DAMAGE OR INJURY CAUSED
IN WHOLE OR IN PART BY POORMAN INVESTIGATIONS, LLC'S OR THE DATABASE
SUPPLIER'S NEGLIGENCE IN PROCURING, COMPILING, COLLECTING, INTERPRETING,
REPORTING, COMMUNICATING OR DELIVERING THE INFORMATION.
12. USER'S REMEDIES AND POORMAN INVESTIGATIONS,
LLC'S LIABILITY.
IN NO EVENT SHALL POORMAN INVESTIGATIONS, LLC OR ANY DATABASE SUPPLIER
BE LIABLE FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES,
INCLUDING, WITHOUT LIMITATION, DAMAGES TO OTHER GOODS OR EQUIPMENT,
LOST PROFITS, DOWNTIME COSTS, LABOR COST, OVERHEAD COSTS OR CLAIMS OF
CUSTOMERS OR CLIENTS OF USER FOR SUCH COSTS.
13. TERM OF AGREEMENT; EFFECTS OF TERMINATION.
(a) The term of this Agreement shall extend from the
Effective Date and shall continue unless terminated by either party
upon thirty (30) days prior notice, or as otherwise provided herein.
(b) In the event of any other default by either party,
and a failure to cure such default within ten (10) days after receipt
of notice thereof, the non-defaulting party may immediately terminate
this Agreement. Except for the indemnification rights set forth in Section
15, cancellation shall be the sole remedy available to either party
in the event of a default.
14. COMPLIANCE WITH LAWS.
User shall not use the Network in a manner contrary to or in violation
of any applicable federal, state, or local law, rule, or regulation,
including without limitation the Fair Credit Reporting Act (15 U.S.C.A.
§ 1681 et seq.). User certifies that it will not use any information
obtained by it through the Network as a factor in establishing a consumer's
eligibility for credit or insurance to be used primarily for personal,
family, or household purposes, for employment purposes or for governmental
licenses.
15. INDEMNIFICATION.
(a) User will indemnify and hold harmless Poorman Investigations,
LLC, its officers, directors, employees and agents, and the elected
and appointed officials and employees, officers, directors and agents
of the governmental and other entities that have contributed information
to or provided services for the Network, against any and all direct
or indirect losses, claims, demands, expenses (including attorneys’
fees) or liabilities of whatever nature or kind arising out of User's
access to the Network, its use or distribution of any Information or
the Additional Products, except for claims expressly covered by the
warranty provided in Section 12 hereof. (b) Poorman
Investigations, LLC will indemnify and hold User, its officers, directors,
employees and agents, harmless against any claim that the Network infringes
upon a United States copyright, patent or trade secret; provided User
immediately notifies Poorman Investigations, LLC in writing of the existence
of such claim, permits Poorman Investigations, LLC to assume the defense
of such claim, and cooperates with any reasonable requests of Poorman
Investigations, LLC in connection with such defense; and provided, further
that the indemnity given herein shall not apply if User resells or distributes
Information to third parties.
16. GENERAL.
(a) This Agreement shall be governed by Georgia law
and may not be assigned by User in whole or in part without the prior
written consent of Poorman Investigations, LLC. (b)
All notices required or permitted under this Agreement will be posted
on the Poorman Investigations, LLC site. Subscribers to Poorman Investigations,
LLC Discount Packages will be notified of any changes to the price or
content of the appropriate Discount Package via the email address provided
by the User.
(c) Failure by either party to insist in any one or
more cases upon the strict performance of any of the terms and conditions
of this Agreement shall not be considered a waiver or relinquishment
for the future of any such term or condition or of any other term or
condition. (d) The terms and conditions set forth in
this Agreement constitute the entire agreement of the parties on the
subject matter hereof, and any additional or different terms or conditions
set forth in any other document, including without limitation any User
purchase order, shall be of no effect.