BBB Trust ScoreSM - Pilot
Terms of Use
1. Scope of Agreement
The following Terms of Use (“Agreement”), which incorporate the BBB Trust Score Registration Form, govern the use of the BBB Trust Score web application, including related BBB Trust Score reports and other materials, administered by the International Association of Better Business Bureaus, Inc. (“IABBB”). By registering for or accessing BBB Trust Score, you and the organization you represent (collectively, “you”) acknowledge electronic receipt of, and agree to be bound by and comply with, the terms and conditions of this Agreement, which constitutes a valid and binding legal contract between you and IABBB.
2. BBB Trust ScoreSM Services
In consideration for your payment of the applicable BBB Trust Score fee, IABBB will provide you and your employees with remote access to the BBB Trust Score web application for the purpose of generating a BBB Trust Score Report. You may also choose to receive other services offered by IABBB or a Better Business Bureau (“BBB”) related to BBB Trust Score. Related services will be governed by separate agreements.
3. BBB Trust ScoreSM Registration
Before accessing BBB Trust Score, you must complete the registration process and create a username and password as access credentials. By registering, you certify that you are 18 years or older and that you are authorized to register for your organization and to grant the permissions contained in this Agreement. You affirm that the information you submit is complete, accurate, and current in all respects, and that you will promptly update your submitted information to ensure that it remains complete, accurate, and current.
Each registration is for a single individual user or organization. You agree to treat your access credentials as confidential and not to disclose such information to any third party. You will notify IABBB if you suspect or become aware of any loss, theft, or unauthorized use of your login credentials.
4. Intellectual Property
IABBB retains ownership in the intellectual property rights in BBB Trust Score, the BBB Trust Score Report, the trademarks incorporated into the BBB Trust Score Report, and any other related materials and services.
The BBB Trust Score Report is copyrighted by IABBB and incorporates IABBB trademarks. IABBB grants to you a limited, worldwide, and non-exclusive license to distribute, display, copy, publish, and use the BBB Trust Score Report and its contents for internal purposes only. You may not use the BBB Trust Score Report in any other manner without obtaining approval from IABBB.
The BBB Trust Score web application source code remains proprietary information of IABBB and is not licensed to you by this Agreement. Other than as expressly permitted by this Agreement, you will not (a) copy, modify, or create derivative works or improvements of BBB Trust Score; (b) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of BBB Trust Score software, in whole or in part; (c) access or use BBB Trust Score other than through the use of then valid access credentials; (d) remove, delete, alter or obscure any trademarks, disclaimers, or any copyright, trademark, patent or other intellectual property rights notices from any BBB Trust Score materials; or (e) access or use BBB Trust Score for purposes of the development, provision or use of a competing software service or product.
Except for the specific licenses granted in this Agreement, nothing in this Agreement grants to you any right or title in any of IABBB's trademarks, which you agree are the sole property of IABBB. This Agreement does not limit the rights and permissible uses that you would have independent of this Agreement, such as those granted in an Accreditation Agreement with a BBB.
You retain all ownership rights in the data that you and your employees enter into BBB Trust Score. IABBB will not sell, lease, or transfer your data to a third party, except that IABBB may disclose your data to a contractor that IABBB retains for the purpose of performing BBB Trust Score services, and IABBB will require that the contractor contractually commit to protecting and not transferring your data. You agree that IABBB may retain and use the data that you and your employees enter into BBB Trust Score for purposes of analysis, including statistical analysis, trend analysis, and creation of data models; provided that any publication of the results of such analyses will be in aggregated form and will not identify BBB Trust Score results of any individual user.
IABBB may identify your organization as a user of BBB Trust Score, and you grant to IABBB a license to use your organization's name and trademark for this purpose.
5. Feedback
You may choose to, or IABBB may invite you to, submit comments, suggestions, or ideas about BBB Trust Score (“Feedback”). By submitting any Feedback, you agree that its disclosure is gratuitous, unsolicited and without restriction and will not place IABBB under any obligation, and that IABBB is free to use the Feedback without any additional compensation to you or anyone else.
6. Amendments
IABBB may modify BBB Trust Score or the terms of this Agreement from time to time. IABBB will send you an email alerting you to the amended Agreement posted on the BBB Trust Score site. Your continued use of BBB Trust Score constitutes your acceptance of the amended Agreement. If you do not accept the amended Agreement, you must notify IABBB of your termination of the Agreement and cease your use of BBB Trust Score.
7. Fees
Users of BBB Trust Score during this pilot phase of development will not be charged any fee for participating.
8. Technical Requirements and Maintenance
You must have the required equipment, software, and Internet access to be able to use BBB Trust Score. IABBB does not warrant or represent that BBB Trust Score will be accessible through all web browser releases or all versions of tablets, smartphones, or other computing devices.
IABBB may perform maintenance activities on the BBB Trust Score web application from time to time, including bug fixes, software updates, feature, updates, and the addition of new applications or modules. In most instances, IABBB will be able to perform this maintenance without the need to interrupt the web application. IABBB will use commercially reasonable efforts to perform routine scheduled maintenance during traditional non-business hours in North America. Where such maintenance is not reasonably anticipated to materially impact your use of BBB Trust Score, IABBB will have no obligation to provide notice to you. If IABBB reasonably determines that maintenance activities will require an unavailability or outage of the web application in excess of 60 consecutive minutes, IABBB will give you reasonable written notice.
From time to time, IABBB may revise BBB Trust Score content, questions, or appearance to improve the product and/or user experience.
IABBB has implemented technical and organizational safeguards to ensure the security of the data that you and your employees submit to BBB Trust Score in accordance with industry best practices applicable to the nature of the data.
9. Warranties
IABBB DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. IN ADDITION, IABBB MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, COMPLETENESS, OR CURRENTNESS OF BBB TRUST SCORE, OR THE UPTIME OR AVAILABILITY OF THE BBB TRUST SCORE WEB APPLICATION.
You represent and warrant that your use of BBB Trust Score and the BBB Trust Score web application will be in strict accordance with this Agreement and with all applicable laws and regulations, and your use of BBB Trust Score and the BBB Trust Score web application will not infringe or misappropriate the rights of any third party.
10. Limitation of Liability
EXCEPT FOR ANY OBLIGATION TO INDEMNIFY, NEITHER PARTY WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING lost profits, lost data, lost revenues, and loss of business opportunity, whether or not the other party was aware or should have been aware of the possibility of these damages.
EXCEPT FOR ANY OBLIGATION TO INDEMNIFY, IN NO EVENT WILL EITHER PARTY'S LIABILITY TO THE OTHER PARTY EXCEED THE FEES DUE FROM YOU TO IABBB DURING THE PREVIOUS 12 MONTH PERIOD.
11. Indemnification
IABBB will indemnify, defend and hold harmless you and your employees, affiliates, officers, directors, successors and assigns from and against all third party claims, actions, suits, demands, damages, obligations, losses, settlements, judgments, costs and expenses (including, without limitation any reasonable attorneys' fees and costs) which arise out of, relate to or result from any infringement by BBB Trust Score against any patent, copyright, or trademark rights. If BBB Trust Score becomes, or in IABBB's opinion is likely to become, the subject of any claim of infringement, IABBB may, at its sole option, (a) obtain for you the right to continue using BBB Trust Score, (b) replace or modify the affected BBB Trust Score web application or material so that it becomes noninfringing while providing substantially equivalent functionality, or (c) terminate this Agreement and promptly provide you with a refund. IABBB will not have any liability for infringement claims if the alleged infringement is based on or arises from content you enter into BBB Trust Score or your use of BBB Trust Score not in accordance with its documentation, this Agreement, or applicable law.
You will indemnify, defend and hold harmless IABBB and its employees, affiliates (including BBBs), officers, directors, successors and assigns from and against all third party claims, actions, suits, demands, damages, obligations, losses, settlements, judgments, costs and expenses (including, without limitation any reasonable attorneys' fees and costs) which arise out of, relate to or result from your use of BBB Trust Score that is in breach of this Agreement or violates applicable law.
12. General Provisions.
a. Confidentiality. No confidential or proprietary information disclosed by either party to the other in connection with this Agreement, which is designated in writing as confidential or proprietary at the time of disclosure, will be used for any purpose other than the performance of the receiving party's rights or obligations hereunder or disclosed by the receiving party to any person or entity other than the receiving party's employees and contractors who have a need to know such information and are bound by an obligation of confidentiality with respect to such information no less restrictive than this section. The receiving party will protect confidential information from disclosure to others with the same degree of care accorded to its own confidential and proprietary information, but in no case with less than reasonable care. The foregoing obligations will not apply to information that (1) is or becomes generally known to the public through no fault of the receiving party; (2) is known by the receiving party at the time of disclosure without any obligation of confidentiality with respect thereto; or (3) is independently developed or derived by the receiving party without use or reference to the disclosing party's confidential or proprietary information. If a party is required by law to disclose confidential information of the other party, it will provide the other party with prompt written notice of such required disclosure and takes all reasonable efforts to minimize the extent of such disclosure.
b. Notices. Any notice or communication from one party to the other will be in writing and either personally delivered or sent by electronic or other method providing proof of delivery addressed to such other party. All notices are effective upon receipt. Notices to you will be sent to the mailing address and/or email address you specify in your BBB Trust Score registration. Notices to IABBB will be sent to:
International Association of Better Business Bureaus, Inc.
4250 Fairfax Drive, Suite 600
Arlington, VA 22203
Attn: General Counsel
Email: legal@iabbb.org
c. Force Majeure. If either party is prevented from performing, or is unable to perform, any of its obligations under this Agreement due to any cause beyond the reasonable control of the party invoking this provision, the affected party's performance will be excused, and the time for performance will be extended, for the period of delay or inability to perform due to such occurrence.
d. Waiver. The waiver by either party of a breach or a default of any provision of this Agreement by the other party will not be construed as a waiver of any succeeding breach of the same or any other provision, nor will any delay or omission on the part of either party to exercise or avail itself of any right, power or privilege that it has, or may have, hereunder, operate as a waiver of any right, power or privilege by such party.
e. No Agency. Nothing contained in this Agreement will be deemed to imply or constitute either party as the agent or representative of the other party, or both parties as joint venturers or partners for any purpose.
f. No Assignment. Neither party will transfer or assign any of the rights granted herein without the prior written consent of the other party (which consent will not be unreasonably withheld), except to an affiliate or successor in interest as a result of a corporate reorganization, merger, sale, or acquisition, in which case the assigning party will notify the other party in writing as soon as practicable of such assignment.
g. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Virginia, U.S.A., without regard to its choice of law provisions.
h. Survival. The provisions in this Agreement that by their nature prescribe continuing rights and obligations will survive the termination of the Agreement.
i. Successors. This Agreement will be binding upon, and inure to the benefit of, each party's successors and permitted assigns.
k. Electronic Communications. IABBB may send emails or other electronic messages to you concerning your use of BBB Trust Score. You consent to receive such electronic communications.
