TruTrade® Terms of Use

ALEXANDER BABBAGE INC

Last Modified: November, 2023

INTRODUCTION

Welcome to Alexander Babbage, Inc.’s (“Alexander Babbage,” “we”, or “our”) TruTrade software system, an online platform for accessing, analyzing, visualizing, storing, managing, receiving and distributing market analysis and research services relating to geographic areas (collectively, “Data”) that may integrate directly with Alexander Babbage’s other service offerings (the “TruTrade Platform”). These Terms of Use (“Terms”) govern your access to and use of the TruTrade Platform, as well as our websites, services and other applications (collectively, the “TruTrade System”). Your access to and use of the TruTrade System is conditioned upon your acceptance of these Terms. These Terms apply to all users, clients, and others who access or use the TruTrade System. By accessing or using the TruTrade System, you agree to be bound by these Terms. If you are using the TruTrade System on behalf of an entity or organization (“Organization”), then you are agreeing to these Terms individually and on behalf of that Organization, and you represent and warrant that you have the authority to bind the Organization to these Terms. In that case, “you” and “your” refers to you and that Organization. These Terms supplement, but do not replace, the terms of any other agreement(s) entered into between you and/or your Organization and Alexander Babbage (collectively, the “Agreement”).

YOUR TRUTRADE ACCOUNT

To create or use a TruTrade System account (“TruTrade Account”), you must be over 18 years of age. You must provide us true, accurate, current and complete information about yourself when you create your TruTrade Account. If the information you provide is untrue, inaccurate, incomplete or outdated, or we have reasonable grounds to suspect it is, we reserve the right to suspend or terminate your account and your access to and use of the TruTrade System.

ACCOUNT SECURITY

You are responsible for safeguarding the password that you use to access the TruTrade System and for any activities or actions under your password, whether your password is associated with your TruTrade Account or a third-party service. You agree not to disclose your password to any third party. Alexander Babbage cannot and will not be liable for any loss or damage arising from your failure to comply with these security requirements. You must notify Alexander Babbage immediately upon becoming aware of any breach of security or unauthorized use of your TruTrade Account.

USER CONDUCT

You are expressly prohibited from using the TruTrade System to post or transmit any infringing, threatening, false, misleading, abusive, harassing, libelous, defamatory, vulgar, obscene, scandalous, inflammatory, pornographic, or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law, regardless of whether that post or transmission is solely within your Organization or publicly disclosed. Alexander Babbage will cooperate fully with all law enforcement authorities and court orders requesting or directing that Alexander Babbage disclose the identity if known of any user posting (or facilitating the posting of) the aforementioned prohibited materials on the TruTrade System. You understand and agree that upload and download of any User Content or Babbage Content, as the case may be, through the TruTrade System are done at your own discretion and risk. You agree to comply with all laws, rules and regulations (for example, federal, state, local and provincial) applicable to your use of the TruTrade System and User Content, including copyright laws. We reserve the right to immediately suspend or terminate your TruTrade Account without further notice in the event that, in our sole and absolute judgment, you violate these Terms, or abuse the use of the TruTrade System.

PRIVACY POLICY

Alexander Babbage cares about the privacy of our Users. We collect, use and share information, including personal information, as described in our Privacy Policy located at Privacy Policy (the “Privacy Policy”).

USER CONTENT

Alexander Babbage does not claim ownership of any data, text, files, information, usernames, images, graphics, profiles, works of authorship, applications, links and other content or materials that you post on or through the TruTrade System (collectively, “User Content”). You hereby grant to Alexander Babbage a non-exclusive, fully paid and royalty-free, transferable, sub-licensable, worldwide license to use, copy, store, modify, distribute, publish, and process the User Content that you provide through the TruTrade System for any purposes whatsoever. Except as otherwise described in the Privacy Policy , or as provided in any agreement between Alexander Babbage and your Organization, as between you and Alexander Babbage, any User Content will be non-confidential and non-proprietary, and we will not be liable for any use or disclosure of User Content. You acknowledge and agree that your relationship with Alexander Babbage through the TruTrade System is not a confidential, fiduciary, or other type of special relationship, and that your decision to submit any User Content does not place Alexander Babbage in a position that is any different from the position held by members of the general public, including with regard to User Content. No User Content will be subject to any obligation of confidence on the part of Alexander Babbage, and Alexander Babbage will not be liable for any use or disclosure of any User Content you provide. You represent and warrant that: (I) you own the User Content posted by you on or through the TruTrade System or otherwise have the right to grant the rights and licenses set forth in these Terms; (II) the posting and use of User Content on or through the TruTrade System does not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademark and/or other intellectual property rights; (III) you agree to pay all royalties, fees, and any other monies owed by reason of User Content you post on or through the TruTrade System; (IV) the User Content will not interfere with or disrupt the access of any user, host or network, including, without limitation, by sending a virus, overloading, flooding, spamming, mail-bombing the TruTrade System, or create an undue burden on the TruTrade System; and (V) you have the legal right and capacity to enter into these Terms in your jurisdiction.

While Alexander Babbage does not and cannot review all User Content provided to it, and is not responsible for such User Content, it reserves the right to delete, edit or rearrange User Content that it, in its sole discretion, deems objectionable, in violation of copyright or trademark laws or otherwise unacceptable. You understand and agree that Alexander Babbage cannot and will not be responsible for the User Content posted on the Service, and you use the TruTrade System at your own risk.

LICENSE

Alexander Babbage grants you a personal, limited, non-exclusive, revocable, non-transferable license, without the right to sublicense, to electronically access and use the TruTrade System solely in accordance with these Terms. This license is for the sole purpose of enabling you to use and enjoy the benefit of the TruTrade System as provided by Alexander Babbage, in the manner permitted by these Terms.

BABBAGE CONTENT AND INTELLECTUAL PROPERTY

All right, title, and interest in and to the TruTrade System including all of the wallpaper, icons, characters, artwork, images, graphics, music, text, software and other content of the TruTrade System (the “Babbage Content”), and all HTML, CGI and other code and scripts in any format used to implement the TruTrade System (the “Code”) are and will remain the exclusive property of Alexander Babbage and its licensors. Except as set forth above, you may not copy, modify, upload, download, transmit, re-publish, display for redistribution to third parties for commercial purposes, or otherwise distribute any Code or Babbage Content without the express prior written agreement of Alexander Babbage. You may not use the Babbage Content or Code for any purpose other than those set forth above. All names, logos and trademarks that appear in the TruTrade System are the property of Alexander Babbage or are used by Alexander Babbage with the permission of their owners. You may not use any of the foregoing for any purpose without the prior express written permission of Alexander Babbage. Your failure to comply with the Terms will constitute breach of contract and will violate Alexander Babbage’s copyright, trademark and other proprietary and intellectual property rights. Alexander Babbage reserves the right to enforce its intellectual property rights to the fullest extent of the law, including but not limited to seeking remedies under civil or criminal law for such violations.

TERM AND TERMINATION

These Terms will continue to apply to you until terminated by either you or Alexander Babbage. Alexander Babbage may terminate the Terms or suspend your access to the TruTrade System at any time, including in the event of your actual or suspected unauthorized use of the TruTrade System or non-compliance with the Terms and upon termination of any agreement between you and/or your Organization and Alexander Babbage. Upon termination, any User Content you have stored on the TruTrade System may no longer be retrieved. If you or Alexander Babbage terminate the Terms, or if Alexander Babbage suspends your access to the TruTrade System, you agree that Alexander Babbage shall have no liability or responsibility to you and Alexander Babbage will not refund any amounts that you have already paid, to the fullest extent permitted under applicable law.

NO AGENCY; NO THIRD PARTY BENEFICIARY

Nothing in these Terms is intended to, or should be construed to create a partnership, agency, joint venture, or employment relationship between Alexander Babbage and you. Nothing expressed or mentioned in or implied from these Terms is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to these Terms. These Terms and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of Alexander Babbage and you.

THIRD PARTY SERVICES

The TruTrade System may provide links to third-party sites or provide content from third party sites that are not owned or controlled by Alexander Babbage. These Terms do not apply to any third-party websites or their practices. It is your responsibility to become familiar with each third-party site’s privacy and other policies and Terms, and to contact that site’s webmaster or site administrator with any concerns. You agree that Alexander Babbage is not responsible for any loss or damage in your dealings with such third-party sites.

EXPORT CONTROL

You may not export the TruTrade System directly or indirectly, and you acknowledge that the TruTrade System may be subject to export restrictions imposed by US law, including US Export Administration Regulations ( 15 C.F.R. Chapter VII).

INDEMNITY

You agree to indemnify, defend, and hold Alexander Babbage and its licensees, licensors, and third party service providers (and our respective employees, directors, agents, affiliates and representatives) harmless from and against any and all losses, liabilities, damages, claims, costs, losses, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) arising from your use of and access to the TruTrade System, including any data, User Content or Babbage Content transmitted or received by you, any other party’s access or use of the TruTrade System with your username and password, or your violation of these Terms, the Agreement, applicable law, rule or regulation.

NO WARRANTIES

THE TRUTRADE SYSTEM IS PROVIDED ON AN AS IS AND AS AVAILABLE BASIS. USE OF THE TRUTRADE SYSTEM IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TRUTRADE SYSTEM IS PROVIDED WITHOUT WARRANTIES OF ANY KIND WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, ALEXANDER BABBAGE AND ITS THIRD-PARTY SUPPLIERS DO NOT WARRANT THAT ANY CONTENT MADE AVAILABLE ON OR THROUGH THE TRUTRADE SYSTEM IS ACCURATE RELIABLE OR CORRECT, THAT THE TRUTRADE SYSTEM WILL MEET YOUR REQUIREMENTS, THAT THE TRUTRADE SYSTEM WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, OR SECURE, THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED, OR THAT THE TRUTRADE SYSTEM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

LIMITATION OF LIABILITY AND DAMAGES

IN NO EVENT SHALL ALEXANDER BABBAGE OR ITS THIRD-PARTY SUPPLIERS BE LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND OR CHARACTER, INCLUDING BUT NOT LIMITED TO LOSS OF DATA OR INFORMATION, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES THAT YOU, YOUR ORGANIZATION, ANY CLIENT OR CUSTOMER OF YOUR ORGANIZATION, OR OTHER PARTY SUFFERS OR INCURS ARISING OUT OF ANY ACTS OR OMISSIONS OF ALEXANDER BABBAGE OR ITS THIRD-PARTY SUPPLIERS IN CONNECTION WITH ANYTHING TO BE DONE OR FURNISHED HEREUNDER REGARDLESS OF THE CAUSE OF THE LOSS, DAMAGE, OR INJURY AND REGARDLESS OF THE NATURE OF THE LEGAL RIGHT CLAIMED TO HAVE BEEN VIOLATED EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES ARISING OUT OF THE TRUTRADE SYSTEM REGARDLESS OF THE FORM OF ACTION. ALEXANDER BABBAGE MAKES NO ASSERTION, WARRANTY OR GUARANTY WITH REGARD TO RESULTS OR OTHER OUTCOMES FROM THE TRUTRADE SYSTEM OR OTHER SERVICES IN ANY MANNER WHATSOEVER. THE CUMULATIVE LIABILITY OF ALEXANDER BABBAGE TO USERS AND ANY OTHER PARTY FOR ANY CLAIMS RELATING TO OR ARISING UNDER THESE TERMS, INCLUDING WITHOUT LIMITATION ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNT OF ALL FEES ACTUALLY PAID TO ALEXANDER BABBAGE WITHIN THE CALENDAR QUARTER IMMEDIATELY PRECEDING THE ACT OR OMISSION CLAIMED. THE PARTIES AGREE THAT THIS LIMITATION OF LIABILITY SHALL SURVIVE AND CONTINUE IN FULL FORCE AND EFFECT DESPITE ANY FAILURE OF AN EXCLUSIVE REMEDY.

FORCE MAJEURE

No party shall be liable for any default or delay in the performance of its obligations under these Terms if and to the extent such default or delay is caused directly or indirectly by a force majeure event. In any such event, the non-performing party shall be excused from any further performance and observance of the obligations so affected only for as long as such circumstances prevail and as long as such party continues to use commercially reasonable efforts to recommence performance or observance as soon as practicable.

GOVERNING LAW

These Terms shall be governed by Georgia law, without regard to its principles of choice of law or conflict of laws.

DISPUTES AND ARBITRATION

In the unlikely event that Alexander Babbage has not been able to resolve a dispute it has with you after attempting to do so informally, we each agree to resolve any claim, dispute, or controversy (excluding any Alexander Babbage claims for injunctive or other equitable relief) arising out of, in connection with or relating to these Terms, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by the American Arbitration Association (“AAA”) in the city of Atlanta, Georgia under the commercial rules then in effect for the AAA, except as provided herein. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this section shall be deemed as preventing Alexander Babbage from seeking injunctive or other equitable relief from the courts as necessary to protect any of Alexander Babbage’s proprietary interests. The timeline for disputes, unless otherwise required by applicable law, must be commenced within one year after the cause of action accrues. All claims must be brought in a party’s individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. You agree that by entering into these terms, you and Alexander Babbage are each waiving the right to a trial by jury or to participate in a class action.

ENTIRE AGREEMENT

These Terms, along with any amendments and any additional agreements you may enter into with Alexander Babbage, constitute the entire agreement between the parties with respect to the TruTrade System, and supersede any previous agreements and understandings. If there is a conflict between these Terms and the Agreement, the Agreement shall prevail, except that the “Right to Amend” section below shall prevail regardless of conflict. In the event of conflict a between these Terms and any other Alexander Babbage terms or policy (“Additional Terms”), these Terms shall prevail.

RIGHT TO AMEND

Alexander Babbage reserves the right to amend these Terms at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the TruTrade System, with notice that we deem, in our sole discretion, to be reasonable according to the circumstances. Notice may include notice on our website at www.alexanderbabbage.com (or any successor site). Failure to notify you of revisions shall not modify or change the effectiveness of those revisions. Any use of the TruTrade System after publication of any such change shall constitute your acceptance of these Terms as modified.

SEVERABILITY

The parties intend every provision of these Terms to be severable. If any part of these Terms is not enforceable, the remaining provisions shall remain valid and enforceable. In such case, the parties will in good faith modify or substitute a provision consistent with their original intent. If any remedy fails of its essential purpose, then all other provisions, including the limitations on liability and exclusion of damages, will remain fully effective.

NOTICES

Any notices or demands shall be in writing and shall be made by registered or certified mail, addressed, as follows:

Alexander Babbage, Inc.
1349 West Peachtree St. NW, Suite 1525
Atlanta, Georgia 30309
info@alexanderbabbage.com
404-961-7600