Terms of Use Agreement

Barba Consulting, Inc. – Terms of Use Agreement

Please read this Terms of Use Agreement (“Terms”) carefully governing your use of the Barba Consulting, Inc. Web Site located at www.barbaconsulting.com (“Site”). The Site is provided by Barba Consulting, Inc. (hereinafter “Barba”) and may be used for informational purposes only. Please note that all references on the Site to “Barba,” “Barba Consulting,” “Barba Consulting, Inc,” and/or “We” shall refer to Barba Consulting, Inc. By accessing, viewing or using this Site or downloading materials from this Site, you agree to abide by these Terms and intend to be legally bound by them. If you do not agree to abide by these Terms, or you are under the age of 18, you are not granted permission to use or download materials from the Site, and you must exit immediately. Barba may suspend or terminate your ability to use the Site or any services on the Site for failure to comply with these Terms, for providing Barba with untrue or inaccurate information about yourself, or for any other reason whatsoever or for no reason.

 

Registration. 

 

In order to access certain content, services, products or benefits on the Site, including posting content to the Site, viewing webinars, or using any live chat feature of the Site, you may be asked to register and create an account. As part of the registration process, you will be asked to select a login and password. You may be required to provide Barba with certain information about yourself including some types of personally identifying information such as your email and your phone number. You are fully responsible for your account, including use of the account by any third party and maintaining the confidentiality of your password. You may terminate your account at any time by contacting us at info@barbaconsulting.com. Barba may reject any registration request for any reason whatsoever, or for no reason, and may suspend or terminate your account or your ability to use any services on the Site for failure to comply with these Terms, for providing Barba with untrue or inaccurate information about yourself, your organization, for infringement upon Barba’s proprietary rights, or for any other reason whatsoever or for no reason.

 

Proprietary Rights

 

As between any user and Barba, Barba owns or licenses all data, content, audio clips, video clips, artwork, images, photographs, graphics, functional components, software and software concepts, documentation and other material on, in or made available through the Site (“Material(s)”), as well as the selection, coordination, arrangement, and organization and enhancement of the Material. All Material is protected pursuant to United States copyright, trademark, patent and other applicable laws. Except as expressly provided herein, Barba does not grant any express or implied right to you under any patents, trademarks, copyrights or trade secret information.  Barba authorizes you to view and download Materials on this Site only for your personal, non-commercial use. This authorization is not a transfer of title in the Materials or any copies of the Materials and is subject to the following restrictions: 1) you must retain, on all copies of the Materials downloaded, all copyright and other proprietary notices contained in the Materials; 2) you may not modify the Materials in any way or reproduce or publicly display, perform, or distribute or otherwise use them for any public or commercial purpose; and 3) you must not transfer the Materials to any other person unless you give them notice of, and they agree to accept, the obligations arising under these Terms. Do not modify the Materials or use them for any other purpose. If you do, you will be violating Barba’s intellectual property rights. You agree to abide by all additional restrictions displayed on the Site as it may be updated from time to time. Under no circumstances will you have any rights of any kind in or to the Site, other than the right to use the Site in accordance with these Terms.

 

Unauthorized Activities. 

 

You agree not to interrupt or attempt to interrupt the operation of this Site in any way.  You agree that you will not use the Site or Material for (a) any illegal or unauthorized purposes that violate any laws (including import, export and copyright laws); (b) modifying, adapting or hacking into the Site or for modifying another website so as to falsely imply that it is associated with Barba; (c) uploading, posting, hosting, or transmitting worms or viruses or any code of a destructive nature; (d) contacting any other user of the Site who has requested not to be contacted; (e) distributing, emailing or posting any advertising, promotion or solicitation without our prior approval; (f) providing any information or materials to Barba that is defamatory, threatening, obscene, harassing, or otherwise unlawful, or that incorporates the proprietary material of another; or (e) attempting to gain unauthorized access to Barba’s computer system or engaging in any activity that interferes with the performance of, or impairs the functionality of the Site or any services provided through the Site. You acknowledge and agree that the unauthorized use of the Site and/or Material could cause irreparable harm to Barba and that in the event of such unauthorized use, Barba shall be entitled to an injunction in addition to any other remedies available at law or in equity.

 

Information Provided By You

 

Any personally identifiable information you may provide to Barba via this Site is subject to the Privacy Policy associated with this Site, which is incorporated into these Terms by reference, as if set forth fully herein. You should not, send any confidential or proprietary information to Baba via this Site. You agree that any information or materials that you or individuals acting on your behalf provide to Barba will not be considered confidential or proprietary. You may also contact Barba by regular mail at Five Greentree Centre, Suite 104, Route 73 South, Marlton, NJ 08053. 

 

Barba does not accept unsolicited ideas about new services, advertising, marketing or business ideas, concepts or improvements (“Ideas”). If you provide Barba with any Ideas, such Ideas shall be considered non-proprietary and non-confidential, and shall become the exclusive property of Barba, which may or may not use the Ideas for any purpose. The marketing staff of Barba and its consultants may very well be considering an identical or similar Idea. The purpose of this policy is to avoid confusion about the ownership of new concepts and ideas.

 

We welcome comments about our Site, and the Site may allow you to contribute content, text, files, graphics, videos, messages, and other materials and information for access, use, and commentary by other users to the Site (“User Content”). For the avoidance of doubt, Ideas shall not be User Content. Upon your submission of User Content or any other material or information to Barba, you grant Barba a worldwide, perpetual, non-terminable, irrevocable, transferable, license to access, use, distribute, perform, reproduce, display, modify, create derivative works based upon, and sublicense, and to permit others to access, use, distribute, perform, reproduce, display, modify and create derivative works based upon the User Content, all without any compensation to you whatsoever.

 

By sending or posting User Content, you represent that you have the full legal right to provide the User Content and that use of the User Content by the Site and all other persons and entities will not (a) infringe any intellectual property rights of any person or entity or any rights of publicity, personality, or privacy of any person or entity, including as a result of your failure to obtain consent to post personally identifying or otherwise private information about a person; (b) violate any law, statute, ordinance, or regulation; (c) be defamatory, libelous or trade libelous, unlawfully threatening, or unlawfully harassing; (d) impersonate any person or entity or falsely state or otherwise imply an affiliate with a person or entity that is generally false, deceptive, misleading, deceitful, misinformative or constitutes a “bait and switch”; (e) be obscene, child pornographic, or indecent; (f) violate any community or Internet standard; (g) contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data or personal information, or that facilitate or enable such or that are intended to do any of the foregoing; (h) constitute misappropriation of any trade secret or know-how; (i) constitute disclosure of any confidential information owned by any third party; (j) post content that imposes an unreasonable amount of material on the system or is in an irrelevant, inappropriate or unsolicited category or area on the Site; or (k) create more than one personal account or provide false personal information or create an account for anyone other than yourself or transfer your account to someone else without Barba’s permission.

 

Payment

 

Some products or services offered on the Site (such as certain webinars) may require you make a purchase. By registering for such services from Barba or purchasing products, you represent that you are eighteen (18) years of age or older. You are responsible for all charges incurred under your account, whether made by you or another person using your account. In order to make a purchase, Barba may use the services of third party payment processors. Your interaction and transaction with such third party payment processors will be governed by that entities’ user agreement and privacy policies. If for any reason Barba does not receive payment for a purchase, Barba may exercise its rights in law and equity, including: (a) immediately suspending or terminating your account; (b) seeking collection of the outstanding amount owed; and/or (c) seeking legal action against you for the breach of these Terms. You are also responsible for paying any governmental taxes imposed in connection with use of the Site, including sales, use or excise taxes. Prices may vary. To the extent that Barba is obligated to collect such taxes, the applicable tax will be added to your billing account. Refunds and cancellations will be evaluated on a case by case basis, and shall be determined in Barba’s sole discretion.

 

 

Third Party Sites

As a convenience to you, Barba may provide, on this Site, links to web sites operated by other entities, including social media sites such as LinkedIn®, Facebook® and Twitter®. If you use any such third party sites, you will leave this Site. If you decide to visit any linked site, you do so at your own risk and it is your responsibility to take all protective measures to guard against viruses or other destructive elements. Barba makes no warranty or representation regarding, and does not endorse, any linked web sites or the information appearing thereon or any of the products or services described thereon. Links do not imply that Barba or this Site sponsors, endorses, is affiliated or associated with, or is legally authorized to use any trademark, trade name, logo or copyright symbol displayed in or accessible through the links, or that any linked site is authorized to use any trademark, trade name, logo or copyright symbol of Barba or any of its affiliates or subsidiaries.

 

External Links to the Site

 

All links to this Site must be approved in writing by Barba, except that Barba consents to links in which: (i) the link is a text-only link containing only the name “Barba Consulting, Inc.”; (ii) the link “points” only to www.barbaconsulting.com and not to deeper pages; (iii) the link, when activated by a user, displays that page full-screen in a fully operable and navigable browser window and not within a “frame” on the linked website; and (iv) the appearance, position, and other aspects of the link may neither create the false appearance that an entity or its activities or products are associated with or sponsored by Barba nor be such as to damage or dilute the goodwill associated with the name and trademarks of Barba or any of its current or future affiliates or subsidiaries. Barba reserves the right to revoke this consent to link at any time in its sole discretion.

 

Disclaimer

THE MATERIALS ON THIS SITE MAY CONTAIN INACCURACIES AND TYPOGRAPHICAL ERRORS. BARBA DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE MATERIALS OR THE RELIABILITY OF ANY ADVICE, OPINION, STATEMENT OR OTHER INFORMATION DISPLAYED OR DISTRIBUTED THROUGHOUT THIS SITE. YOU ACKNOWLEDGE THAT ANY RELIANCE ON ANY SUCH INFORMATION SHALL BE AT YOUR SOLE RISK. BARBA RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO CORRECT ANY ERRORS OR OMISSIONS IN ANY PORTION OF THIS SITE. BARBA DISCLAIMS ANY DUTY TO UPDATE THIS SITE. BARBA MAY MAKE ANY OTHER CHANGES TO THIS SITE AT ANY TIME WITHOUT NOTICE. USE OF THE SITE IS ENTIRELY AT YOUR OWN RISK.

 

THIS SITE, THE INFORMATION AND MATERIALS ON THIS SITE, AND THE SOFTWARE MADE AVAILABLE ON THE SITE, ARE PROVIDED “AS IS” AND “WITH ALL FAULTS” WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WRITTEN OR ORAL, OF ANY KIND, AND BARBA AND ITS CONSULTANTS AND LICENSORS DISCLAIM ALL SUCH REPRESENTATIONS AND WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, ACCURACY, NON-INTERFERENCE, QUALITY, TITLE, NON-INFRINGEMENT, FITNESS FOR ANY PARTICULAR PURPOSE, COURSE OF DEALING, COURSE OF PERFORMANCE, AND USAGE OF TRADE. THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, COMPLETENESS AND EFFORT WITH REGARD TO ANY AND ALL USER CONTENT, THE SITE, THE MATERIALS, AND THE PRODUCTS, SERVICES, INFORMATION AND OTHER MATERIALS ON AND IN AND MADE AVAILABLE THROUGH THE SITE, IS WITH YOU. SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

 

Limitations of Damages

IN NO EVENT SHALL BARBA, OR ANY OF ITS CURRENT OR FUTURE CONSULTANTS, LICENSORS, AFFILIATES OR SUBSIDIARIES BE LIABLE TO ANY ENTITY OR PERSON FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, EXTRA-CONTRACTUAL, PUNITIVE OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION OR PROGRAMS OR OTHER DATA ON YOUR INFORMATION HANDLING SYSTEM) THAT ARE RELATED TO THE USE OF, OR THE INABILITY TO USE, ANY USER CONTENT, MATERIALS, AND FUNCTIONS OF THIS SITE OR ANY LINKED WEBSITE, EVEN IF BARBA IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF THE REMEDIES OTHERWISE AVAILABLE FAIL OF THEIR ESSENTIAL PURPOSE.

 

UNDER NO CIRCUMSTANCES WILL THE TOTAL LIABILITY OF BARBA AND ITS CONSULTANTS AND LICENSORS TO YOU OR ANY OTHER PERSON OR ENTITY IN CONNECTION WITH, BASED UPON, OR ARISING FROM THE SITE, USER CONTENT, THE SITE MATERIALS ON, IN, AND MADE AVAILABLE THROUGH THE SITE, OR THE SERVICES, INFORMATION, OR PRODUCTS OFFERED IN CONNECTION THEREWITH EXCEED ONE HUNDRED DOLLARS ($100).  SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.  IF ANY PART OF THIS LIMITATION ON LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE TOTAL LIABILITY OF BARBA AND ITS CONSULTANTS AND LICENSORS SHALL OTHERWISE BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.  If you are dissatisfied with the Site, or with any of these Terms, or feel Barba has breached these Terms, your sole and exclusive remedy is to discontinue using the Site.

 

Indemnification. 

 

You shall indemnify Barba and its members, managers, directors, officers, employees, agents, licensors, service providers, consultants, suppliers or contractors (“Barba Indemnitees”) against all claims, actions, suits, and other proceedings (“Claims”) arising out of or incurred in connection with the Site and your use of the Site or services obtained through the Site, your fraud, violation of law, negligence, willful misconduct, or any other use of the Site, the User Content, the Materials, the services, products, information and other materials on, in and made available through the Site, (except to the extent attributable to Barba), or any breach by you of these Terms and shall indemnify and hold Barba Indemnitees harmless from and against all judgments, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees and attorneys’ disbursements) arising out of or incurred in connection with such Claims. You may not settle any Claim without the prior written consent of Barba.

 

Barba or its licensors, consultants, service providers or suppliers may assume the defense of any Claim, at your sole cost and expense, and you shall cooperate in all reasonable respects in such defense. You shall have the right to employ separate counsel in any Claim and to participate in the defense thereof. If Barba or its licensors, service providers or suppliers do not notify you that it elects to undertake the defense thereof, you shall have the right to defend the Claim with counsel reasonably acceptable to Barba, subject to the right of Barba to assume, at their sole cost and expense, the defense of any Claim at any time prior to the settlement or final determination thereof

 

Changes

 

Barba reserves the rights, at its sole discretion, to change, modify, add or remove any portion of these Terms, in whole or in part, at any time. Changes in these Terms will be effective when notice of such change is posted. Your continued use of this Site after any changes to these Terms are posted will be considered acceptance of those changes.

 

Barba may terminate, change, suspend or discontinue any aspect of the Site, including the availability of any features of the Site, at any time. Barba may also impose limits on certain features and services or restrict your access to parts or all of the Site without notice or liability. Barba may terminate the authorization, rights and license given above and, upon such termination, you shall immediately destroy your copies of all Materials.

 

International Users and Choice of Law

The Site is operated from within the United States, and Barba makes no representation that materials at or on this Site are appropriate or available for use at other locations outside of the United States and access to them from territories where their contents are illegal is prohibited. You may not use the Site or export the Materials in violation of U. S. export laws and regulations. If you access this Site from a location outside of the United States, you are responsible for compliance with all applicable laws. This Agreement is governed by the laws of the State of New Jersey, without giving effect to its conflict of law’s provisions. By accessing, viewing, or using the services, content, or materials on the Site, you consent and agree to: (a) the exclusive jurisdiction of the federal and state courts located in New Jersey; (b) accept service of process by personal delivery or mail; and (c) irrevocably waive the right to trial by jury and any jurisdictional and venue defenses otherwise available. THE TERMS OF ANY APPLICABLE LAW NOW OR HEREAFTER ENACTED THAT IS BASED ON, DERIVED FROM, SIMILAR TO, OR CONNECTED WITH THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT DRAFTED BY THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS SHALL NOT APPLY EXCEPT TO THE EXTENT THAT THE LAW EXPRESSLY PROHIBITS ALTERATION BY THESE TERMS OF THE APPLICABILITY OF ONE OR MORE SECTIONS OF THE LAW.

 

Complaint Procedures.  If you believe that any content or postings on this Site violates your intellectual property or other rights, please send to Barba at info@barbaconsulting.com a comprehensive detailed message setting forth the following information:  (a) your name and the name of your company, if any; (b) your contact information, including your e-mail address; (c) the nature and substance of your complaint, the specific rights at issue, and your basis for making the complaint, including the content or posting that is objectionable; and (d) the following statement:  “The statements, representations, and assertions made in this message are true, complete, and accurate and I have the full legal authority to make each and every such statement, representation, and assertion and to make and be granted any demand made in this message.”

Miscellaneous

This Agreement constitutes the entire agreement between Barba and you with respect to your use of this Site, and supersedes any and all prior and contemporaneous written and oral representations, understandings and agreements.  . Any cause of action you may have with respect to your use of this Site must be commenced within one (1) year after the claim or cause of action arises. If for any reason a court of competent jurisdiction finds any provision of the Agreement or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of the Agreement, and the remainder of this Agreement shall continue in full force and effect. The waiver or failure of Barba to exercise in any respect any right provided hereunder shall not be deemed a waiver of such right in the future or a waiver of any of other rights established under these Terms. No person or entity not party to this agreement will be deemed to be a third party beneficiary of these Terms or any provision hereof. Barba may assign its rights and duties under these Terms to any party at any time without notice to you. 

 

Updated:  December 28, 2011

Copyright © 2011 Barba Consulting, Inc.; All rights reserved.