TERMS AND CONDITIONS
1. Parties
The parties to this agreement are Business Information &
Development Services, Inc. (BIDS) and the subscriber identified
on page one of this agreement (subscriber).
2. Scope of Services
Services covered under this agreement include: a) One (1) initial
consultation with a BIDS consultant to assist in the development
of a search profile. b) A daily search of the database(s) selected
by the subscriber as indicated on page one of this agreement, for
items matching those appearing in the subscriber's search profile.
c) Notification of search results by the method and frequency
selected by subscriber on page one of this agreement.
3. Subscriber Rates
a) Current BIDS subscription rates are set forth on page one of
this agreement. b) BIDS may change or modify the established rates
and current charges for this and other BIDS services upon thirty
(30) days written notice to subscriber. c) Prior to the use or
purchase of each service or product available through BIDS,
subscriber shall have the responsibility to determine and agree
to the cost of each service or product.
4. Term of Agreement
This agreement shall commence on the date indicated on page one
of this agreement, and these terms and conditions shall continue
in force for a period of one (1) year. After said term, this
agreement shall automatically renew itself for another like term
unless written notice is given to BIDS thirty (30) days in advance
of the anniversary date; or as terminated as provided for in
section 9 below.
5. Notices and Payments
All notices and payments from subscriber to BIDS shall be sent to
BIDS at 430 Getzville Road, Amherst, NY 14226 All
notices and invoices from BIDS to subscriber shall be sent to
subscriber at the address provided on page one of this agreement.
6. Copyrights; Rights in Publication
Subscriber hereby expressly acknowledges that the contents of all
or part of BIDS transmissions are or may be copyrighted by BIDS
and/or by the publishers of the publications or databases being
used by BIDS; and that BIDS or said publishers do not convey, nor
does the subscriber obtain any right, title, or interest in any
information transmitted by BIDS, nor in the contents of any
publication or database available via BIDS. Subscriber expressly
agrees that any such information, or the contents of any such
information or database may not be republished, in whole or in
part, and may be used only in the regular course of the
subscriber's business. Subscriber is prohibited from reproducing,
causing to be reproduced, or helping any other person to reproduce
any such information or database. Any damages for which
subscriber may be liable as a result of subscriber's breach or the
undertakings and understandings of this section shall be in
addition to, and not in lieu of, any damages for copyright
infringement. Not withstanding any other provision hereof
regarding termination of this agreement, BIDS may at any time, and
without prior notice, discontinue service to the subscriber if
BIDS has reason to believe that the undertakings and
understandings of this section have been violated by the
subscriber. 7. Limits of Liability
a) BIDS shall not be liable, or deemed to be in default of this
agreement for any delay or failure in performance or non-
performance of any aspect of this subscriber agreement or
interruption of service resulting directly or indirectly from acts
of God, acts of public enemy, war, accidents, fire, electrical
failures, machine failures or unavailability, postal delays,
explosions, earthquakes, floods, the elements, strikes, lockouts,
labor disputes, governmental orders or regulations, shortages of
suitable parts, materials, labor or transportation, or any cause
beyond the reasonable control of BIDS. b) BIDS shall not be liable
or responsible for any loss, injury, claim, liability, damage, or
expense of any kind or nature, including attorneys fees, for any
interruption or service or loss of use thereof, for any loss of
business to the subscriber, or for any other loss from a cause or
causes within or beyond the control of BIDS in connection with
such services, caused by, resulting from, or in any way related,
directly or indirectly, to the furnishing of the services provided
for under this agreement, including, but not limited to errors,
omissions, or inaccuracies in the text of any publication or
database, and errors which are caused by, or result from defects
in or failure of BIDS controlled machines, magnetic tapes magnetic
discs, printed output, BIDS' operators programmers, or programs.
c) In particular, since BIDS only provides its subscribers with
information which is originated by independent publishers and/or
providers of said information and which information is not
modified by BIDS, BIDS can not and does not warrant the accuracy
of any of the information as originated by said independent
publishers and/or providers, and BIDS shall not be liable in any
manner whatsoever for any errors, omissions, or inaccuracies
relating hereto. d) If for any reason, by operation of law or
otherwise, any part of the foregoing limitation shall be voided,
then in such event the maximum, sole, and exclusive liability of
BIDS, if any, shall be limited to correcting deficiencies or to
cancelling, crediting, or refunding all appropriate charges with
respect to such failed performance, for a period of time
commencing upon the occurrence of such error, defect, or failure,
and ceasing upon the discovery of such, in whole or in part,
provided however, that in no event shall such a period of time
exceed a ninety (90) day period immediately preceding the date
which such error, defect, or failure is discovered either in whole
or in part. e) Except as provided for above, BIDS shall not be
liable for lost profits or for damages of any kind or nature,
including, but not limited to, direct, incidental, or
consequential or punitive damages.
8. Warrants
BIDS makes no warranty, expressed or implied, that the information
supplied by BIDS is suitable for any particular purpose, or that
it is correct or up-to date.
9. Termination
a) during the original term, or any subsequent term, subscriber
may cancel as of the effective date of any rate increase by
written notice to BIDS given fifteen (15) days in advance of said
date.
b) Subscriber may terminate this agreement at any time after one
(1) year upon thirty (30) days written notice to BIDS. BIDS may
terminate this agreement for non-payment of charges or other
substantial cause upon ten (10) days written notice to subscriber;
or without cause upon thirty (30) days written notice to
subscriber. c) The restrictions on the use of information and
transmissions from BIDS shall continue notwithstanding the
termination of this agreement.
10. Assignment
Neither this agreement, nor any of the rights or obligations under
this agreement may be assigned or otherwise transferred by the
subscriber without prior written consent of BIDS.
11. Law
This agreement is governed by the laws of the State of New York.
SUBAGR03 REV 11/94 Page 2
Copyright (C) 1996 Business Information & Development Services,
Inc.
All rights reserved.