Last Updated: Jun 2013
The Terms of Service Agreement is a legal contract between you (“you”) and ValuePenguin (“Company,” “we,” “us”, or “our”) concerning your use of the website owned and controlled by us from which you are accessing this Agreement (together with any successor site(s), and all Site Services and Site Content, the “Site”), and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to this Site, the Site Content, Site Services, and the subject matter of this Agreement
1. Acceptance of Terms: By using the Site, you agree to the terms of this Agreement and to any additional rules and guidelines that we post on the Site. We reserve the right to add, update, modify, or otherwise change this Agreement at our discretion at any time without notice. Any changes to this Agreement will become effective immediately once posted on the Site as noted by the “Last Updated” above. Please review it frequently, as your continued and subsequent use of the Site constitutes acceptance of the Terms and any updates; provided, however, absent your express consent, any material change to this Agreement shall not apply retroactively to any claim or dispute between you and us in connection with this Agreement that arose prior to the “Last Updated” date applicable to that version of this Agreement in which we included such material change. We may, at any time, modify or discontinue all or part of the Site; charge, modify or waive fees required to use the Site; or offer opportunities to some or all Site users.
2. Jurisdiction: Our Site is controlled or operated from the United States, and is not intended to subject us to non-U.S. jurisdiction or laws. The Site may not be appropriate or available for use in some jurisdictions outside of the United States. In choosing to access the Site, you do so on your own initiative and at your own risk, and you are responsible for complying with all local laws and rules and regulations. We may limit the Site's availability, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and at our sole discretion.
4. Site Services and Content: The Site provides you with access to certain services, such as referrals to products, services, and suppliers that may be of interest to you (the “Site Services”), and to certain content provided by us or by third parties, such as news and information regarding Site Services in various industries (the “Site Content”). Please carefully note the following regarding our services and content:
Services. ValuePenguin is not a service provider or seller, and does not sell any of the products or services advertised on the Site. We may provide Site users with the opportunity to submit requests for information on a wide variety of products and services offered by certain service providers (each such service provider, a “Service Provider”; each such request, a “Request”). We cannot and do not guarantee that these Service Providers will provide information for every Request received or that the Service Providers who do respond to your Request can in fact meet all of your requirements. We may reject any Request and / or elect not to forward a Request to participating Service Providers, at our sole discretion. In submitting a Request to us, you agree to allow us to refer all of the information that you provide in connection with your Request to Third Parties, including any Service Providers. If any Service Provider(s) wish to provide information to you in connection with your Request, you will be contacted regarding the offerings and related pricing. We request that the Service Providers make contact with you via the preferred medium that you have listed, but this does not prevent such Service Providers from contacting you by any other means that they deem appropriate. In working with Service Providers, we seek to work with companies that are reputable and professional; however, we strongly recommend that you perform your own due diligence on each potential Service Provider prior to selecting or entering into any agreement or arrangement with any particular Service Provider. In addition, once we refer your request to the Service Providers in the Service Provider network, we have no further involvement or responsibility in any transactions that occur between you and the Service Provider(s). We are not responsible or liable for ANY financial losses incurred in any such transactions or Service Provider’s acts or omissions (including, without limitation, with respect to any quotes or services that any such Service Provider may provide, for such Service Provider’s contact or delay or failure to contact you, for such Service Provider’s performance or failure to perform, or for any agreement or transaction between you and any such Service Provider.
Content. ValuePenguin provides any such Site Content solely for your convenience and informational purposes, and such Site Content (i) is not intended as a substitute for professional or financial advice; (ii) should not be construed as the provision of advice or recommendations; and (iii) should not be relied upon as the basis for any decision or action, including without limitation the diagnosis or treatment of any health problem, the eligibility for or appropriateness of any benefit or service, or the making of a financial decision. We are not responsible for the accuracy or reliability of any Site Content, or for losses incurred while following the information presented here. The information and features included in this Site have been compiled from a variety of sources for informational purposes, and are subject to change at any time without notice. This Site and all information it contains are provided "AS IS." By accessing or linking to this Site, you assume the risk that the information on this Site may be incomplete, inaccurate, out of date, or may not meet your needs and requirements. It is your responsibility to evaluate the accuracy, completeness, or usefulness of any Site Content available through the Site. The relationship between you and us is not a professional or similar relationship; always seek the advice of a qualified professional with respect to any questions that you may have, and never disregard professional advice or delay in seeking it because of something that you have read on the Site. We neither recommend nor endorse any specific products, opinions, or other Site Content that may be made available through or mentioned on the Site.
5. Rules of Conduct: While accessing and using the Site you will comply with all applicable laws, rules and regulations. In addition, we expect users of the Site to respect the rights and dignity of others. Your use of the Site is conditioned on your compliance with the rules of conduct set forth in this section; your failure to comply with such rules may result in termination of your access to the Site pursuant to this agreement. You further agree that you will not:
- Post, transmit, or otherwise make available, through or in connection with the Site:
- Anything that is or may be (a) threatening, harassing, degrading, hateful or intimidating; (b) defamatory; (c) fraudulent or tortious; (d) obscene, indecent, pornographic or otherwise objectionable; or (e) protected by copyright, trademark, trade secret, right of publicity or other proprietary right without the express prior consent of the owner of such right
- Any material that would give rise to criminal or civil liability; that promotes gambling; that encourages conduct that constitutes a criminal offense; or that encourages or provides instructional information about illegal activities or activities such as "hacking," "cracking," or "phreaking"
- Any virus, worm, Trojan horse, Easter egg, time bomb, spyware, or other computer code, file, or program that is harmful or invasive or may or is intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment
- Any unsolicited or unauthorized advertising, promotional material, "junk mail," "spam," "chain letter," "pyramid scheme" or investment opportunity, or any other form of solicitation
Use the Site for any fraudulent or unlawful purpose.
Use the Site to defame abuse, harass, stalk, threaten or otherwise violate the legal rights of others, including without limitation others' privacy rights or rights of publicity, or harvest or collect personally identifiable information about other users of the Site
Impersonate any person or entity, including without limitation any of our (or our affiliates) representatives; falsely state or otherwise misrepresent your affiliation with any person or entity; or express or imply that we endorse any statement or posting you make
Interfere with or disrupt the operation of the Site or the servers or networks used to make the Site available; or violate any requirements, procedures, policies or regulations of such networks
Restrict or inhibit any other person from using the Site (including without limitation by hacking or defacing any portion of the Site)
Use the Site to advertise or offer to sell or buy any goods or services without our express prior written consent
Reproduce, duplicate, copy, sell, resell or otherwise exploit for any commercial purposes, any portion of, use of, or access to the Site
Except as expressly permitted by applicable law, modify, adapt, translate, reverse engineer, decompile or disassemble any portion of the Site
Remove any copyright, trademark or other proprietary rights notice from the Site or materials originating from the Site
Frame or mirror any part of the Site without our express prior written consent
Create a database by systematically downloading and storing all or any Site content
Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, "scrape," "data mine" or in any way gather Site content or reproduce or circumvent the navigational structure or presentation of the Site without our express prior written consent. Notwithstanding the immediately foregoing sentence (but subject to the other items listed above), we grant the operators of public search engines permission to use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly-available searchable indices of such materials, but not caches or archives of such materials. We reserve the right to revoke these exceptions, either generally or in specific cases, at any time.
Site Content may be provided by our employees as well as by third parties. Please note that third parties may post messages, provide materials or make statements that are inaccurate, misleading or deceptive. We, our affiliates and our and their employees, officers, directors, agents, representatives, licensors, suppliers and service providers (collectively with us, the “Company Entities”) do not endorse and are not responsible or liable for any Site Content, or any opinion, advice, information or statements in such Site Content, or your use of any Site Content. Under no circumstances will the Company Entities be liable for any loss or damage caused by your reliance on Site Content or for any results obtained by using any such Site Content. The opinions expressed in the Company Entities reflect solely the opinions of the individuals who submitted such opinions, and may not reflect our opinions. Your use of the Site and reliance on any Site Content is solely at your own risk.
Additionally, you acknowledge and agree that you (and not the Company) are responsible for obtaining and maintaining all telecommunications, broadband, and computer hardware, equipment, and services needed to access and use the Site, and paying all charges related thereto.
6. Submissions: You retain ownership of any content that you submit through the Site (each, a “Submission”). We do not claim ownership of your Submissions. However, with respect to Submissions, you grant the Company Entities the following transferable, perpetual, irrevocable, sub-licensable (through multiple tiers), worldwide, royalty-free and non-exclusive license(s) to use, distribute, reproduce, modify, adapt, publicly perform and publicly display and exploit such Submissions on and/or in connection with the Site (including distributing and featuring your Submissions in promotional and marketing activities and materials related to the Site). You represent and warrant that you have all rights necessary for you to grant the licenses granted in this section for the Submissions, and that such Submission, and your provision thereof to and through the Site, comply with all applicable laws, rules and regulations. Further, to the extent permitted under applicable law, you irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding each Submission that you may have under any applicable law under any legal theory so that we have all the rights we may need to provide the Services available through the Site. In addition, the Company Entities have no control over, and shall have no liability for, any damages resulting from the use (including without limitation republication) or misuse by any third party of information voluntarily made public through any other part of the Site. If you choose to make any of your personally identifiable or other information publicly available in a Submission, you do so at your risk.
Company owns all trademarks and service marks, and any associated logos of Company. All trademarks and service marks on the Site not owned by us are the property of their respective owners. The trade names, trademarks, and service marks owned by Company, whether registered or unregistered, may not be used in connection with any product or service that is not ours, in any manner that is likely to cause confusion. Nothing contained on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any trade names, trademarks or service marks without the express prior written consent of the owner of such trade names, trademarks or service marks.
9. External / Third Party Links: The Site may provide links to other web sites and online resources. Because we have no control over such sites and resources, you acknowledge and agree that the Company Entities are not responsible for the availability of such external sites or resources, and the Company Entities neither endorse nor are responsible or liable for any content, advertising, products or other materials on or available through such sites or resources. Additionally, other web sites may provide links to the Site with or without our authorization. You acknowledge and agree that the Company Entities do not endorse such sites, and are not and shall not be responsible or liable for any links from those sites to the Site, any content, advertising, products or other materials available on or through such other sites, or any loss or damages incurred in connection therewith.
You agree that your use of Third Party websites and resources, including and without limitation, your use of any content, information, data, advertising, products, or other materials on or available through such website and resources, is at your own risk and is subject to the terms and conditions of use applicable to such sites and resources.
We shall have the right, but not the obligation, at any time and in our sole discretion, to block links from and to the Site through technological or other means without prior notice.
10. DISCLAIMERS; LIMITATION OF LIABILITY: THE SITE AND ANY GOODS, SERVICES. CONTENT, INFORMATION AND MATERIALS MADE AVAILABLE THROUGH OR IN CONNECTION WITH THE SITE ARE PROVIDED TO YOU "AS IS” WITHOUT ANY EXPRESS REPRESENTATIONS OR WARRANTIES OF ANY KIND, AND EACH OF THE COMPANY ENTITIES DISCLAIMS ALL STATUTORY OR IMPLIED REPRESENTATIONS, WARRANTIES, TERMS AND CONDITIONS WITH RESPECT TO THE SITE AND ALL GOODS, SERVICES, CONTENT, INFORMATION AND MATERIALS (INCLUDING WITHOUT LIMITATION, THIRD PARTY GOODS, SERVICES, CONTENT, INFORMATION AND MATERIALS) MADE AVAILABLE THROUGH THE SITE, INCLUDING ANY REPRESENTATIONS OR WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE. WE AND THE OTHER COMPANY ENTITIES MAKE NO REPRESENTATION OR WARRANTY THAT THE SITE (OR ANY PART THEREOF) IS OR WILL BE ACCURATE, COMPLETE OR ERROR-FREE, NOR THAT ANY PARTICULAR SOFTWARE OR HARDWARE WILL BE COMPATIBLE WITH THE SITE. YOU HEREBY AGREE THAT IT IS YOUR SOLE RESPONSIBILITY TO (A) OBTAIN AND PAY FOR ANY SOFTWARE, HARDWARE OR SERVICES (INCLUDING INTERNET CONNECTIVITY) NEEDED TO USE THE SITE AND (B) ENSURE THAT ANY SOFTWARE, HARDWARE OR SERVICES THAT YOU USE WILL FUNCTION CORRECTLY WITH THE SITE. YOU AGREE THAT YOU MUST EVALUATE, AND THAT YOU BEAR ALL RISKS ASSOCIATED WITH, THE USE OF THE SITE, INCLUDING WITHOUT LIMITATION, ANY RELIANCE ON THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY MATERIALS AVAILABLE THROUGH THE SITE.
NONE OF THE COMPANY ENTITIES SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND IN CONNECTION WITH THE SITE, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OR INTERRUPTION OF BUSINESS, LOSS OF USE, LOSS OF DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF INFORMATION YOU HAVE PROVIDED IN CONNECTION WITH YOUR USE OF THE SITE, OR UNAUTHORIZED INTERCEPTION OF ANY SUCH INFORMATION BY THIRD PARTIES, EVEN IF ADVISED IN ADVANCE OF SUCH DAMAGES OR LOSSES. IN PARTICULAR, AND WITHOUT LIMITATION, THE COMPANY ENTITIES WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SITE OR FROM ANY CONTENT POSTED ON THE SITE BY ANY OF THE COMPANY ENTITIES OR BY ANY THIRD PARTY. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITE IS TO STOP USING THE SITE. THE MAXIMUM LIABILITY OF THE COMPANY ENTITIES FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR OTHERWISE, SHALL BE THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO US TO ACCESS AND USE THE SITE.
IT IS POSSIBLE THAT APPLICABLE LAW MAY NOT ALLOW FOR LIMITATIONS ON CERTAIN IMPLIED WARRANTIES OR EXCLUSIONS OR LIMITATIONS OF CERTAIN DAMAGES; SOLELY TO THE EXTENT THAT SUCH LAW APPLIES TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
While we try to maintain the security of the Site, we do not guarantee that the Site will be secure or that any use of the Site will be uninterrupted. Additionally, Third Parties may make unauthorized alterations to the Site. If you become aware of any unauthorized Third Party alteration to the Site, please contact us at with a description of the material(s) at issue and the URL or location of such material(s).
11. Indemnity: Except to the extent prohibited under applicable law, You agree to defend, indemnify and hold harmless the Company Entities, from and against all claims, losses, costs and expenses (including attorneys’ fees) arising out of (a) your use of, or activities in connection with, the Site; (b) any violation or alleged violation of this Agreement by you; (c) any use or other exploitation, or failure or omission to use or otherwise exploit, any Submission (including any portion thereof) that you post; or (d) any claim that your Submission or any use or exploitation thereof caused damage to or infringed upon or violated the rights of a third party, including without limitation past, present or future infringement, misappropriation, libel, defamation, invasion of privacy or right of publicity or violation of rights related to the foregoing.
12. Termination: This Agreement is effective until terminated. We may, at any time and for any reason, terminate your access to or use of: (a) the Site, or (b) any files or information associated with your access of the Site. Upon any such termination, your right to use the Site will immediately cease. You agree that any termination of your access to or use of the Site may be effected without prior notice, and that we may immediately deactivate or delete all related information and files associated with your access, and/or bar any further access to such information or files. You agree that the Company Entities shall not be liable to you or any third party for any termination of your access to the Site or to any such information or files, and shall not be required to make such information or files available to you after any such termination. Sections covering Jurisdiction, Site Services and Content, Submissions, Monitoring, Proprietary Rights, Third Party Links, Disclaimers and Limitation of Liability, Indemnity, Termination, Governing Law & Jurisdiction, Claims of Copyright Infringement, Ability to Enter into this Agreement, and Miscellaneous shall survive any expiration or termination of this Agreement.
13. Governing Law; Jurisdiction: This Agreement is governed by and shall be construed in accordance with the laws of the State of New York, U.S.A., without regard to its principles of conflicts of law. You agree to exclusive jurisdiction of the federal and state courts located in New York, New York, U.S.A., and waive any jurisdictional, venue or inconvenient forum objections to such courts. You further agree that the United Nations Convention on the International Sale of Goods will not apply to this Agreement.
14. Filtering: We hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available on OnGuard Online (onguardonline.gov). Please note that we do not endorse any of the products or services listed at such sites.
15. Information or Complaints: If you have a question or complaint regarding the Site or the meaning of application of this Agreement, please send an email to info[@]ValuePenguin. Please note that email communications will not necessarily be secure; accordingly you should not include information that you consider to be sensitive in your email correspondence with us.
16. Claims of Copyright Infringement: The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Site infringe your copyright, you (or your agent) may send us a notice requesting that we remove the material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. Notices and counter-notices should be sent to info[@]ValuePenguin. We suggest that you consult your legal advisor before submitting a notice or counter-notice.
17. Ability to Enter Into This Agreement: BY USING THE SITE, YOU REPRESENT AND WARRANT THAT YOU ARE EITHER: (A) OF LEGAL AGE TO ENTER INTO THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT; OR (B) THE PARENT OR LEGAL GUARDIAN OF A CHILD UNDER THE LEGAL AGE TO ENTER INTO THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THIS AGREEMENT ON BEHALF OF YOUR CHILD. If you are the parent or legal guardian of a child under the legal age to enter into this Agreement, then, as used in this Agreement, “you,” “yourself,” “your,” and “user” means and refers to you on behalf of yourself and your child who is the user of the Site.
18. Miscellaneous: This Agreement does not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and us. If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under this Agreement without restriction. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof. This Agreement hereby incorporates by this reference any additional terms that we post on the Site and, except as otherwise expressly stated herein, this Agreement is the entire agreement between you and us relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and us relating to such subject matter. Notices to you may be made via posting to the Site, by e-mail, or by regular mail, at our discretion. The Site may also provide notices of changes to this Agreement or other matters by displaying such notices or by providing links to such notices. Without limitation, you agree that a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. We will not be responsible for failures to fulfill any obligations due to causes beyond our control.