Terms of Use and License Agreement for
BizBOOK Application Software (App) and Services

BACKGROUND

BizBOOK is a web based media server operating in conjunction with proprietary application computer software, also generally known as an application or an “App”, which run on local devices such as smart phones, tablet computers or notebook computers. BizBOOK is designed to help you, the user, to perform specific tasks relating to the distribution of your product literature/documentation/audio or video content/price lists/et cetera (collectively, your “media”). BizBOOK is a service that allows you, the user, to upload your media to the media server and enables you to perform operations such as loading, managing and distributing of your media through electronic devices to end users.

TERMS OF USE AND LICENSE

This is an agreement between you and GSD Enterprises, Inc. (with its affiliates, “GSD Enterprises,” “we,” or “us”). Please review this Terms of Use and License Agreement and the BizBOOK “Privacy Policy” (collectively, this Agreement) before using the BizBOOK App or the media server. By using the BizBOOK App or the media server, you agree to be bound to the terms of this Agreement. If you do not accept the terms of this Agreement, then you may not use the BizBOOK App or the media server.

What follows below are the terms of use (the “Terms”) governing your access to and use of BizBOOK application software (“App”) and the media server (collectively, the “Services”), so please carefully read them before using the Services.

By using the Services you agree to be bound by these Terms. If you are using the Services on behalf of an organization, you are agreeing to these Terms for that organization and for all agents of that organization, including (but not limited to) any owners, officers, directors, sales personnel or other employees, contractors, or other agents of the organization that use the App on local devices whether those local devices are owned by the organization or personally by the employee, contractor, or other agent of the organization. Further, you are promising that you have the authority, absolute or implied, to bind that organization to these terms. In that case, “you” and “your” will refer to that organization and to all owners, officers, directors, employees, contractors, or other agents of the organization.

You may use the Services only in compliance with these Terms. You may use the Services only if you have the power to form a contract with GSD Enterprises and are not barred under any applicable laws from doing so. The Services may continue to change over time as we refine and add more features. We may add, remove, or modify software components, and any such additions, removal, or modification are covered by these Terms. For example, presently you manage your media on the media server via a web browser; however, we may at some future time provide a browser plug in, dedicated backend application, or other software component(s) for managing your media on the media server. Any such added software component(s) are covered by these Terms. We may stop, suspend, or modify the Services at any time without prior notice to you. We may also remove any content or features from our Services at our discretion without prior notice to you.

Subscription terms

Your access to the Services is on a subscription basis, and is contingent upon your subscription being paid up. We reserve the right to suspend or terminate your access to the Services immediately upon expiration of your subscription. If we suspend or terminate your access, we will try to let you know in advance and help you retrieve data.

Your subscription will automatically renew at the current subscription rate in effect at the time of renewal unless you cancel prior to renewal. If you have provided credit card information, you authorize us to charge your credit card on an auto renewal basis.

Payment Terms

Subscription rates are annual in nature with licensing fees made payable in quarterly payments at the beginning of each billing period. The applicable licensing fees are calculated based on current user base at the beginning of each period. If licenses are added throughout a period, the additional fees will be prorated for the remaining period based on 30-day months and an additional invoice will be sent.

The Licensing Fees are net and are not subject to trade or other discounts and do not include local, state or federal taxes or costs of insurance, which when applicable, shall be paid by the your organization.

Your Information/Materials and Privacy

By using our BizBOOK Services, you may be providing to us product literature, specifications, pricing information, files, and folders that you submit to us (together, “your information”). We acknowledge that you retain full ownership to your information. These Terms do not grant us any rights to your information or intellectual property except for the limited rights that are needed to run the Services, as explained below.

We may need your permission to do things you ask us to do with your information, for example, hosting your media on the media server, transferring media to local devices under control of the App, or sharing them at your direction. This includes things that are visible to you, for example, generating image thumbnails or document previews. It also includes things we do to technically administer our Services, for example, how we compress or backup data. By uploading your media to the media server or managing it at a local device using the App, you are giving us the permissions we need to do those things solely to provide the Services. This permission also extends to trusted third parties we work with to provide the Services.

To be clear, aside from the rare exceptions we identify in our Privacy Policy, no matter how the Services change, we will not share the media you upload to the media server with others, for any purpose unless you direct us to do so. How we collect and use your information generally is also explained in our Privacy Policy.

You are solely responsible for your conduct, the content of your media, and your communications with others while using our BizBOOK Services. For example, it’s your responsibility to ensure that you have the rights or permission needed to comply with these Terms.

We may choose to review media stored on the media server for compliance with legal requirements or these Terms, but you acknowledge that GSD Enterprises has no obligation to monitor any information on the Services. We are not responsible for the accuracy, completeness, appropriateness, or legality of media you upload, store, or distribute using our BizBOOK Services.

Sharing Your Information/Material

The Services provide features that allow you to share your information with others or to make it public. There are many activities that users may do with that information (for example, copy it, modify it, distribute it, present it at a trade show). Please consider carefully what you choose to share or make public. GSD Enterprises has no responsibility for your activities using the BizBOOK Services including (but not limited to) sharing or making public of your information or materials.

Your Responsibilities

The files and other content you store and distribute using our BizBOOK Services (that is, your media) may be protected by intellectual property rights of others. Please do not copy, upload, download, or share files unless you have the right to do so. You are fully responsible for and liable for what you copy, share, upload, download or otherwise use while using the Services. You are not authorized to upload spyware, virus infected files, or any other malicious content to the Service. These activities are cause for immediate termination to your access to the Services (see also the Termination Section).

You, and not GSD Enterprises, are responsible for maintaining and protecting all of your information/material (that is, your media on the BizBOOK App), and for ensuring that your media does not harm any third parties (for example, by containing a virus or by causing an application program to crash). GSD Enterprises will not be liable for any loss or corruption of your media, or for any costs or expenses associated with backing up or restoring any of your media, or for any harm to third parties caused by your media.

GSD Enterprises may, at our discretion, perform certain protective services on your media such as backing up your media stored on the media server, or running automated anti virus testing on your media. Any such protective services are provided, if at all, entirely at our discretion, and our providing of any such services does not relieve you of your responsibility for maintaining and protecting all of your media stored on the media server or locally on devices under control of the App. In short, you always remain responsible for maintaining and protecting your media, and for ensuring that your media does not harm any third parties.

If your contact information, or other information related to your account, changes, you must notify us within a week of change and keep your information current. The BizBOOK Services are not intended for use by you if you are under 18 years of age. By agreeing to these Terms, you are representing to us that you are over 18.

Account Security

In order to provide you with secure access to your media, you will be assigned (or you may select and provide) a user name, password, or other identifying information (collectively, the “password”). You are responsible for safeguarding the password that you use to access the BizBOOK Services and you agree not to disclose your password to any third party. You are responsible for any activity performed using your account, whether or not you authorized that activity. You should immediately notify GSD Enterprises of any unauthorized access to or use of your account. You acknowledge that if you wish to protect your transmission of data or files to BizBOOK, it is your responsibility to use a secure encrypted connection to communicate with the Services.

Software and Updates

Some use of our Service requires, or may require, you to download BizBOOK software package (“Software”). Presently, the “Software” includes the App, which runs on local devices such as smart phones, tablet computers or notebook computers. In the future the “Software” may also include other software components such as a backend browser plug in. GSD Enterprises hereby grants you a limited, nonexclusive, nontransferable, revocable license to use the Software, solely to access the Services. Your license to use the Software is automatically revoked if you violate these Terms in a manner that implicates our intellectual property rights. We hereby reserve all rights not expressly granted in these Terms. You must not reverse engineer or decompile the Software, nor attempt to do so, nor assist anyone else to do so. Our Services may update the Software on your device automatically when a new version is available.

Intellectual Property

These terms do not grant you any right, title, or interest in any patents, copyright, trademarks, trade secrets, or other intellectual property associated with the Services, Software, or the content in the Services. While we appreciate it when users send us feedback, please be aware that we may use any feedback, comments, or suggestions you send us without any obligation to you. The Software and other technology we use to provide the Services may be protected by patent, copyright, trademark, and other laws of both the United States and foreign countries. These Terms do not grant you any rights to use the BizBOOK trademarks, logos, domain names, or other brand features.

Acceptable Use Policy

You will not, and will not attempt to, misuse the BizBOOK Services, and you will use the Services only in a manner consistent with the BizBOOK Acceptable Use Policy. We have the right to stop, suspend, or modify the Services at any time without prior notice to you for violations related to misuse (see the Termination Section). We may also remove any content or features from our Services at our discretion without prior notice to you.

Copyright

GSD Enterprises respects the intellectual property rights of others and asks that you also do so. We will respond to notices of alleged copyright infringement if they comply with the law and are properly provided to us. Such notices should be reported using our DMCA Process. We reserve the right to delete or disable content alleged to be infringing and to terminate repeat infringers. Our designated agent for notice of alleged copyright infringement on the Services is:

Erik McLaughlin
GSD Enterprises, Inc.
1119 Milan Street
Canal Fulton, OH 44614
330-854-4040
erik.mclaughlin@ceilink.com

For a more detailed explanation of how to report alleged copyright infringement, please see our DMCA Policy.

Other Content

The Services may contain links to third-party websites or resources. GSD Enterprises does not endorse and is not responsible or liable for their availability, accuracy, the related content, products, or services. You are solely responsible for your use of any such websites or resources. Also, if we provide you with any software under an open source license, there may be provisions in those licenses that expressly conflict with these Terms, in which case the open source provisions will apply.

Termination/Changes in Service

We reserve the right to suspend or end the Services at any time, with or without cause, and with or without notice. For example, we may suspend or terminate your use if you are not complying with these Terms, or use the Services in any way that would cause us legal liability, disrupt others’ use of the Services, or engage in other misuse of the Services (including, but not limited to, uploading spyware, virus infected files, or any other malicious content to the Service, engaging in deceptive or improper business practices using the Services, or engaging in any tortious or unlawful activity using the Services). If we suspend or terminate your use, we will try to let you know in advance and help you retrieve data, though there may be some cases (for example, repeatedly or flagrantly violating these Terms, a court order, or danger to other users) where we may suspend immediately.

Internet and Electronic Mail Availability

The use of some Services requires an Internet connection between the media server and a local device running the App, or between the media server and a computer being used to manage your media stored on the media server. Further, some Services utilize electronic mail (email) as the conduit for distributing media content. Such Internet access or email is reliant upon third party Internet Service Provider (ISPs) or email agents. GSD Enterprises is not responsible for, or liable for, any damages to you or to any third party caused by loss or delay of Internet or email availability.

Because many business activities and the general sharing of information and materials (including, but not limited to trade shows and events) generate heavy Internet traffic, when possible GSD Enterprises encourages you to download literature to your local device(s) prior to the specific business activity. Nonetheless, GSD Enterprises is not responsible for lack of immediate availability of any media whether that media is stored at the media server or on a local device under management of the App.

Email distribution of media utilizes the Internet. If Internet access is unavailable, email messages may be cached at your local device and transmission delayed until Internet access becomes available. GSD Enterprises is not responsible for, or liable for, any harm to you or to third parties that may result from delayed email transmission.

BizBOOK is Available “AS-IS”

Please note that the BizBOOK Service and software are available as is, and there are no other expressed or implied warranties. THE SERVICES AND SOFTWARE ARE PROVIDED “AS IS”, AT YOUR OWN RISK, WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. GSD Enterprises will have no responsibility for any harm to your computer system, loss or corruption of data, or other harm that results from your access to or use of the Services or Software. Some states do not allow the types of disclaimers in this paragraph, so they may not apply to you.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL GSD ENTERPRISES, INC., ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) DAMAGES, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT GSD ENTERPRISES, INC. HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; (B) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES MORE THAN THE GREATER OF $10 OR THE AMOUNTS PAID BY YOU TO GSD ENTERPRISES, INC. FOR THE PAST THREE MONTHS OF THE SERVICES IN QUESTION. Some states do not allow the types of limitations in this paragraph, so they may not apply to you.

Export Restrictions

The export and re-export of the Software may be controlled by the United States Export Administration Regulations. The Software may not be used in Cuba; Iran; North Korea; Sudan; or Syria or any country that is subject to an embargo by the United States. If you are a resident or national of, or a business located in, any of those countries, you may not download or use the Software. In addition, the Software may not be distributed to persons on the Table of Denial Orders; the Entity List; or the List of Specially Designated Nationals.

Modifications

We may revise these Terms from time to time and the most current version will always be posted on our website. If a revision, in our sole discretion, is material we will notify you (for example via email to the email address associated with your account). Other changes may be posted to our blog or terms page, so please check those pages regularly. By continuing to access or use the Services after revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new terms, please stop using the Services.

Miscellaneous Legal Terms

THESE TERMS AND THE USE OF THE SERVICES AND SOFTWARE WILL BE GOVERNED BY OHIO LAW EXCEPT FOR ITS CONFLICTS OF LAWS PRINCIPLES. ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES OR SOFTWARE MUST BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF OHIO, AND BOTH PARTIES CONSENT TO VENUE AND PERSONAL JURISDICTION THERE. These Terms constitute the entire and exclusive agreement between you and GSD Enterprises with respect to the Services, and supersede and replace any other agreements, terms and conditions applicable to the Services. These Terms create no third party beneficiary rights. GSD Enterprises’ failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable the remaining provisions of the Agreement will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights in these Terms, and any such attempt is void, but GSD Enterprises may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. GSD Enterprises and you are not legal partners or agents; instead, our relationship is that of independent contractors.

Site Policies, Modification, and Severability

Please review our other policies, such as our pricing policy, posted on https://www.bizbooksales.com/. We reserve the right to make changes to our site, policies, and these Conditions of Use at any time. If any of these conditions shall be deemed invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining condition.

BizBOOK Privacy Policy

This Privacy Policy provides our policies and procedures for collecting, using, and disclosing your information. Users can access the BizBOOK Service (the “Service“) through our website https://www.bizbooksales.com/, applications on Devices, through APIs, and through third-parties. A “Device” is any computer or device used to access the BizBOOK Service, including without limitation a desktop computer, laptop computer, mobile phone, tablet computer, or other consumer electronic device. This Privacy Policy governs your access of the uQue BizBOOK Service, regardless of how you access it, and by using our Services you consent to the collection, transfer, processing, storage, disclosure and other uses described in this Privacy Policy. All of the different forms of data, content, and information described below are collectively referred to as “information.”

1. The Information We May Collect And Store

We may collect and store the following information when running the BizBOOK Service:

Information You Provide. When you register an account, we collect some personal information, such as your name, phone number, credit card or other billing information, email address and postal address. You may also ask us to import your contacts by giving us access to your third party services (for example, your email account) or to use your social networking information if you give us access to your account on social network connection services. You may also provide us with your contacts’ email addresses when sharing folders or files with them.

Files. We store the files you upload with the BizBOOK Service (“Files“). These files may be processed by automatic systems such as backup systems, anti virus software, or programs to generate thumbnails or other iconic file representations. We will not review the informational content of individual files except at your request (for example if you specifically ask us to read and verify the contents of a file at the server end) or in order to comply with a law, regulation or compulsory legal request.

Log Data. When you use the Service, we automatically record information from your Device, its software, and your activity using the Services. This may include the Device’s Internet Protocol (“IP”) address, browser type, information you search for on our website, locale preferences, identification numbers associated with your Devices, your mobile carrier, date and time stamps associated with transactions, system configuration information, metadata concerning your Files, and other interactions with the Service.

Cookies. We also use “cookies” to collect information and improve our Services. A cookie is a small data file that we transfer to your Device. We may use “persistent cookies” to save your registration ID and login password for future logins to the Service. We may use “session ID cookies” to enable certain features of the Service, to better understand how you interact with the Service and to monitor aggregate usage and web traffic routing on the Service. You can instruct your browser, by changing its options, to stop accepting cookies or to prompt you before accepting a cookie from the websites you visit. If you do not accept cookies, however, you may not be able to use all aspects of the Service.

2. How We Use Personal Information

Personal Information. In the course of using the Service, we may collect personal information that can be used to contact or identify you (“Personal Information“). Personal Information is or may be used: (i) to provide and improve our Service, (ii) to administer your use of the Service, (iii) to better understand your needs and interests, (iv) to personalize and improve your experience, and (v) to provide or offer software updates and product announcements.

Analytics. We also collect some information (ourselves or using third party services) using logging and cookies, such as IP address, which can sometimes be correlated with Personal Information. We use this information for the above purposes and to monitor and analyze use of the Service, for the Service’s technical administration, to increase our Service’s functionality and user-friendliness, and to verify users have the authorization needed for the Service to process their requests.

3. Information Sharing and Disclosure

Service Providers, Business Partners and Others. We may use certain trusted third party companies and individuals to help us provide, analyze, and improve the Service (including but not limited to data storage, maintenance services, database management, web analytics, payment processing, and improvement of the Service’s features). These third parties may have access to your information only for purposes of performing these tasks on our behalf and under obligations similar to those in this Privacy Policy.

Third-Party Applications. We may share your information with a third party application with your consent, for example when you choose to access our Services through an application such as a browser, or choose to read emails sent or received by our Services via a third email application. We are not responsible for what those parties do with your information, so you should make sure you trust the application and that it has a privacy policy acceptable to you.

Compliance with Laws and Law Enforcement Requests; Protection of GSD Enterprises’ Rights. We may disclose to parties outside BizBOOK files stored in your BizBOOK and information about you that we collect when we have a good faith belief that disclosure is reasonably necessary to (a) comply with a law, regulation or compulsory legal request; (b) protect the safety of any person from death or serious bodily injury; (c) prevent fraud or abuse of BizBOOK or its users; or (d) to protect GSD Enterprises’ property rights. If we provide your BizBOOK files to a law enforcement agency as set forth above, we will remove BizBOOK’s encryption from the files before providing them to law enforcement. However, BizBOOK will not be able to decrypt any files that you encrypted prior to storing them on BizBOOK.

Business Transfers. If we are involved in a merger, acquisition, or sale of all or a portion of our assets, your information may be transferred as part of that transaction, but we will notify you (for example, via email and/or a prominent notice on our website) of any change in control or use of your Personal Information or Files, or if either become subject to a different Privacy Policy. We will also notify you of choices you may have regarding the information.

Non-private or Non-Personal Information. We may disclose your non-private, aggregated, or otherwise non-personal information, such as usage statistics of our Service.

4. Security

The security of your information is important to us. We follow generally accepted standards to protect the information submitted to us, both during transmission and once we receive it. No method of electronic transmission or storage is 100% secure, however. Therefore, we cannot guarantee its absolute security. If you have any questions about security on our website, you can contact us at bizbook@bizbooksales.com.

5. Contacting Us

If you have any questions about this Privacy Policy, please contact us at bizbook@bizbooksales.com.

6. Changes to our Privacy Policy

This Privacy Policy may change from time to time. If we make a change to this privacy policy that we believe materially reduces your rights, we will provide you with notice (for example, by email). And we may provide notice of changes in other circumstances as well. By continuing to use the Service after those changes become effective, you agree to be bound by the revised Privacy Policy.

BizBOOK DMCA Policy

GSD Enterprises, Inc. respects the intellectual property rights of others and expects its users to do the same. In accordance with the Digital Millennium Copyright Act of 1998, the text of which may be found on the U.S. Copyright Office website at http://www.copyright.gov/legislation/dmca.pdf (last accessed April 23, 2012), GSD Enterprises will respond expeditiously to claims of copyright infringement committed using the BizBOOK Service and/or the BizBOOK website (the “Site“) if such claims are reported to GSD Enterprises’ Designated Copyright Agent identified in the sample notice below.

If you are a copyright owner, authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through the Site by completing the following DMCA Notice of Alleged Infringement and delivering it to GSD Enterprises’ Designated Copyright Agent. Upon receipt of Notice as described below, GSD Enterprises will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged content from the Site.

DMCA Notice of Alleged Infringement (“Notice”)

1. Identify the copyrighted work that you claim has been infringed, or – if multiple copyrighted works are covered by this Notice – you may provide a representative list of the copyrighted works that you claim have been infringed.
2. Identify the material or link you claim is infringing (or the subject of infringing activity) and to which access is to be disabled, including at a minimum, if applicable, the URL of the link shown on the Site or the exact location where such material may be found.
3. Provide your company affiliation (if applicable), mailing address, telephone number, and, if available, email address.
4. Include both of the following statements in the body of the Notice:
   • “I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use).”
   • “I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of, the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”
5. Provide your full legal name and your electronic or physical signature.

Deliver this Notice, with all items completed, to GSD Enterprises’ Designated Copyright Agent:

Erik McLaughlin
GSD Enterprises, Inc.
1119 Milan Street
Canal Fulton, OH 44614
330-854-4040
erik.mclaughlin@ceilink.com