(1) Acceptance of Terms
Welcome to www.premierbuyersagent.com (the “Site”). Premier Buyers Agent (“Premier”) requires that all visitors of the Site agree to the terms and conditions set forth below (“User Agreement”). The User Agreement should be read carefully. BY VISITING THIS SITE DIRECTLY OR THROUGH ANOTHER WEBSITE, YOU INDICATE YOUR ACKNOWLEGEMENT AND AGREEMENT TO THE USER AGREEMENT. IF YOU DO NOT AGREE, YOU MAY NOT USE THE SITE.
As used in this User Agreement, “we,” “our” and “us” means Premier unless otherwise indicated.
(2) Features and Sites
When using the Site, you will be subject to any additional posted guidelines or rules applicable to specific media, services, and features, which may be posted from time to time (“the Guidelines”). All such Guidelines are hereby incorporated by reference into the User Agreement.
(3) Modifications to the User Agreement
Among other service providers, Premier uses All My Web Needs for website maintenance and online marketing services. In addition to the User Agreement, you agree, as applicable, to the terms and conditions of these service providers as may be amended by them from time to time. These additional terms and conditions shall be incorporated herein by reference and are accessible on the service providers’ respective websites.
(4) Availability of the Site
The Site may change or contain media, features or services available within the Site and may be discontinued at any time, and without notice. The media or services on the Site may be out of date, and Premier makes no commitment to update these materials on the Site.
(5) Eligibility to use the Site
By using the Site, you represent and warrant that (1) all information you submit is truthful, current, complete and accurate; (2) your use of the Site does not violate any applicable law or regulation; and (3) you are at least 13 years of age and/or have received parental consent and supervision when using the Site. Premier may, at its sole and absolute discretion and at any time, terminate your privilege to use this Site for any reason.
Premier and third parties acting on Premier’s behalf may send you e-mail notifications from time to time to inform you about important information regarding the Site and your use of the Site. You may opt out from receiving such e-mails by selecting the “opt out” or “unsubscribe” feature in each e-mail. However, should you elect to “opt out” of receiving the informative emails, you understand and agree that you consent to the terms and obligations set forth in the informative e-mails.
(6) User Conduct
THE SITE IS NOT FOR PERSONS UNDER THE AGE OF 13. If you are under 13 years of age, then please do not use the Site.
In connection with user submissions, you agree that you will NOT:
(i) Submit material that is not authorized by the copyright owner, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post and sell the material and to grant Premier all of the license rights granted herein;
(ii) Publish falsehoods or misrepresentations that could damage Premier or any third party;
(iii) Submit material that is unlawful, false, inaccurate, misleading, defamatory, libelous, threatening, pornographic, harassing, hateful, racially/ethnically or religiously offensive or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or is otherwise inappropriate;
(iv) Distribute or post spam, chain letters, advertisements, promotional materials, pyramid schemes or solicitations of business;
(v) Harvest or otherwise collect information about users, including email addresses, without their consent; or
(vi) Impersonate another person or entity.
You understand that when using the Site, you will be exposed to user submissions from a variety of sources, and that Premier is not responsible for the accuracy or intellectual property rights of or relating to such user submissions. You further understand and acknowledge that you may be exposed to user submissions that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Premier with respect thereto, and agree to indemnify and hold Premier, its owners/operators, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding any and all matters related to your use of the Site, including but not limited to costs and reasonable attorney fees.
(7) Prohibited Uses
As a condition of your use of the Site, you shall not use the Site for any purpose that is unlawful or prohibited by these Terms.
(i) Access to the Premier Site from territories where their contents are illegal is strictly prohibited. Users are responsible for complying with all federal, state, and local rules, laws, and regulations including, without limitation, rules about intellectual property rights, the Internet, technology, data, email, and privacy.
(ii) Your use of any of the Premier materials other than for approved commercial or non-commercial use is strictly prohibited.
(iii) You shall not use the Site in any manner that in our sole discretion could damage, disable, overburden, or impair it or interfere with any other party’s use of the Site.
(iv) You shall not intentionally interfere with or damage the operation of the Site or any User’s enjoyment of it, by any means, including uploading or otherwise disseminating viruses, worms, or other malicious code.
(v) You shall not remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Site, features that prevent or restrict the use or copying of any content accessible through the Site, or features that enforce limitations on the use of the Site.
(vi) You shall not attempt to gain unauthorized access to the Site, or any part of it, other accounts, computer systems or networks connected to the Site, or any part of it, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site. You shall not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Site.
(vii) You agree neither to modify the Site in any manner or form, nor to use modified versions of the Site, including (without limitation) for the purpose of obtaining unauthorized access to the Site.
(viii) The Site may contain robot exclusion headers. You agree that you will not use any robot, spider, scraper, or other automated means to access the Site for any purpose without our express written permission or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Site.
(ix) You shall not utilize framing techniques to enclose any trademark, logo, copyrightable work or other Premier materials without our express written consent.
(x) You shall not use any meta tags or any other “hidden text” utilizing the name of the Site or associated trademarks or Premier’s name or trademarks without our express written consent.
(xi) You shall not deep-link to the Site and Premier will promptly remove any links that it finds objectionable in its sole discretion.
(xii) You shall not use any logos, graphics, or trademarks of Premier or those related to the Site as part of the link without our express written consent.
(xiii) You shall not send junk mail to other Users, including, but not limited to unsolicited advertising, promotional materials or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures.
(9) Your proprietary material
You own all your trademarked and copyrighted materials provided by you in connection with your use of the Premier Site. By using the Site, you grant to Premier a perpetual, nonexclusive, royalty-free, transferable, fully paid-up worldwide license to use, copy, display, transmit, publish, perform, and distribute your trademarked and copyrighted materials for the sole purpose of providing the services described in this User Agreement. You also grant Premier the right to include your name, trademarked, and copyrighted materials in any newsletters, blogs, or other announcements and all other purposes on the Site, for example, customer reviews, and photographs. Premier obtains no other right, title, or interest in your trademarked or copyrighted materials except as set forth herein.
Additionally, you warrant that you own or otherwise have sufficient rights to grant the license granted to your proprietary material in compliance with all applicable laws and regulations including but not limited to any U.S. patent, copyright, trademark, or trade secret law or regulation. You further warrant that the use of your proprietary material shall not infringe upon any intellectual property, or any other rights of any third party.
(10) Premier proprietary material, intellectual property
Premier and its licensors shall retain all intellectual property rights in the software, data, design, tools and any other material or content developed or provided by Premier pursuant to this User Agreement including but not limited to the Premier Service, and all data, pictures, videos, text, sound, graphics, logos, marks, symbols, digital materials, and any and all other content provided by Premier.
Premierbuyersagent.com, Premier Buyers Agent, and any other product and service names that we may present on the Site are trademarks of Premier and are protected to the fullest extent provided by law. Other trademarks, service marks, or logos that appear on the Site may be the property of third parties and are likely to be registered trademarks and subject to restrictions as to their use. Your use of the Site does not grant you a right or license to use, reproduce, or display any Premier or third-party trademarks without first receiving the express written consent of both Premier and the Trademark owner.
Premier owns all material and content of this Site. All such content is protected under intellectual property and proprietary rights laws. You may use the Site and its content and materials only for the purposes stated in this User Agreement. No other use of the Site’s content including but not limited to text, graphics, logos, sound, images, photographs, video, or software is permissible without the express written consent of Premier and where applicable, the copyright holder.
(11) Disclaimer of warranties
Premier makes no warranties regarding the safety of the Site and the accuracy of the content provided by users on the Site. Premier retains the right to restrict the use of the Site for any reason and at any time.
Except as otherwise expressly provided, all content, information, services and tools on this Site are provided on an “As Is”, “As Available” basis. Use of this Site is solely at your own risk. PREMIER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDTIONS OF ANY KIND WHETHER EXPRESS OR IMPLIED, INLCUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND ALL IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. PREMIER MAKES NO WARRANTY THAT THE CONTENT AND SOFTWARE ARE ACCURATE, TIMELY, UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE. To the extent permissible by law, PREMIER expressly disclaims any and all other warranties. Users use the Site entirely at their own risk.
(12) Limitation of liability
YOU UNDERSTAND AND HEREBY AGREE THAT, EXCEPT AS OTHERWISE EXPRESSLY STATED AND TO THE EXTENT APPLICABLE BY LAW, IN NO EVENT WILL PREMIER AND ITS AFFILIATES BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, REGARDLESS OF THE NATURE OR BASIS OF THE CLAIM, RESULTING FROM ANY USE OF THE SITE, OR THE CONTENTS THEREOF OR OF ANY HYPERLINKED WEBSITE INCLUDING WITHOUT LIMITATION ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, FAILURE OF PERFORMANCE, DELAY IN OPERATION OF TRANSMISSION, COMPUTER VIRUS OR EQUIPMENT OR NETWORK FAILURE OR OTHERWISE, EVEN IF THERE IS NEGLIGENCE BY PREMIER OR AN AUTHORIZED PREMIER REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SITE IS CONDITIONED UPON YOUR WAIVER OF ANY RIGHT TO SUE PREMIER AND ITS AFFILIATES OR TO PARTICIPATE IN ANY CLASS ACTION SUIT FOR DAMAGES OR LOSSES RESUTLING FROM YOUR USE OF THIS SITE.
IN NO EVENT WILL PREMIER’S LIABILITY TO YOU FOR ANY AND ALL OF YOUR CLAIMS AGAINST PREMIER AND ITS AFFILIATES ARISING OUT OF OR RELATED TO USE OF THIS SITE OR ITS CONTENTS THEREOF OR ANY HYPERLINKED WEB SITE EXCEED THE ACTUAL DIRECT DAMAGES INCURRED AS MEASURED BY THE TOTAL REVENUE RECEIVED BY PREMIER RESULTING FROM YOUR USE OF THE SERVICE DURING THE 12-MONTH PERIOD PRIOR TO THE DATE THE CLAIM IS MADE.
You agree at your expense to indemnify, defend, hold harmless, and promise not to sue Premier and its affiliates from any and all loss, damage or liability including reasonable attorney’s fees arising from any third-party claim, action or allegations of infringement based on: (1) information, content or data you submitted in connection with the Site; (2) your use of this Site in breach of any term or condition in the User Agreement; and (3) any violation of an applicable law, regulation or rights of another including misrepresentation and fraudulent conduct.
(14) Partner Services
The Site may provide links to third-party websites or services and may link you automatically to sponsor’s or third-party’s websites or services. Premier provides such links solely as a convenience to you. Premier does not maintain, review, endorse or take responsibility for the content, products, services, or other materials of linked sites. You understand and accept that you take full responsibility for your use of third-party websites or services.
(15) Content on the Site
You are solely responsible for the content you post on the Site including but not limited to photos, text, videos, and graphics. Information, ideas, or opinions posted by users of the Site do not necessarily reflect our views and Premier does not take any responsibility for the accuracy of any information, ideas or opinions posted by users. Premier shall not be liable for any damages or losses resulting from such information, ideas or opinions. As a Premier user, you understand and agree that Premier may terminate access to use the Site at any time and for any reason. By posting any information or other content on the Site, you have authorized Premier to publish such materials in any manner desired without any obligation to compensate you or anyone else.
You further understand and agree that Premier may monitor and delete any user-posted content that we, in our sole and absolute discretion, believe violates the terms of this User Agreement or which may be illegal or offensive, or which poses a threat to the rights or safety of Premier users.
(16) Violations and termination
Premier does not permit copyright infringing activities on the Site and reserves the right to terminate access to the Site, and remove all content submitted by any persons who are found to be repeat infringers. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Site may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Premier may have at law or in equity.
You agree that Premier, in its sole discretion and for any or no reason, may terminate your access to the Site or any part thereof and remove and discard all or any part of your submissions at any time with or without notice. You agree that that Premier shall not be liable to you or any third-party for any such termination.
(17) User Communications and Notices
Under this User Agreement, you consent to receive communications from the Site electronically. We will communicate with you by email or by posting notices on the Site. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
(18) Digital Millennium Copyright Act Compliance
If you are a copyright owner or an agent thereof and believe that any user submission or other content hosted on the Site infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Site are covered by a single notification, a representative list of such works from the Site;
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the Site to locate the material;
- Information reasonably sufficient to permit the Site to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
- A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- Premier’s registered copyright agent to receive notifications of claimed infringement is:
Premier Buyer’s Agent
c/o: Scott Hines
318 Seaboard Lane
Franklin, TN. 37067
You acknowledge that if you fail to comply with all of the requirements of this section your DMCA notice may not be valid.
THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN MADE AND ENTERED INTO IN NASHVILLE, TENNESSEE AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TENNESSEE, EXCLUSIVE OF ANY CONFLICTS OF LAWS RULES, AND THE PARTIES HERETO AGREE THAT ANY ACTION BROUGHT FOR A BREACH OF THIS AGREEMENT OR IN ANY WAY RELATING TO CONTROVERSIES BETWEEN THEM ENCOMPASSED HEREBY MAY ONLY BE BROUGHT IN A COURT OF COMPETENT JURISDICTION SITTING IN WILLIAMSON OR DAVIDSON COUNTIES, TENNESSEE, TO WHICH ALL PARTIES HERETO HEREBY CONSENT TO PERSONAL JURISDICTION AND VENUE. THE PARTIES HEREBY WAIVE RIGHT TO TRIAL BY JURY. In the event of any action arising from this Agreement, the prevailing party shall be entitled to recover its reasonable attorney’s fees. For purposes of determining the “prevailing party” the court shall consider the entirety and magnitude of all claims or defenses asserted by each party and determine which party has prevailed in the majority of its claims and magnitude, or its defenses. Captions are included herein for convenience only and have no bearing on the interpretation or construction of this Agreement. If any provision of this Agreement is held invalid or unenforceable by any tribunal or court of competent jurisdiction, such invalidity shall not affect the validity or enforceability of the remaining provisions of this Agreement. The failure of Premier to act with respect to a breach by you does not waive the right of Premier to act with respect to similar future breaches. You shall not attempt to assign or transfer any right or obligation set forth in this agreement without obtaining Premier’s prior express written consent. This agreement shall be binding upon each party’s successors and assigns. Premier shall not be liable for any delay or failure to perform resulting directly or indirectly from any causes beyond Premier’s reasonable control. Any notice required or given to you under this User Agreement shall be sent to the e-mail address you provide to the Site. Except as otherwise expressly provided, all remedies provided for herein shall be cumulative and in addition to and not in lieu of any other remedies available to either party at law or in equity. YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE STIE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
Except as explicitly stated otherwise, legal notices shall be served on Premier Buyers Agent at 318 Seaboard Lane, Franklin, TN. 37067. Notice shall be deemed given to users 24 hours after an email notice is sent, unless Premier is notified that the email address is invalid.
(21) Entire Agreement