Millennium Broadcast, Inc.
DataCycles Subscriber Agreement

 

SUBSCRIPTION AGREEMENT

THIS IS NOT A LICENSE. MBI DOES NOT GRANT TO ANY PERSON OR ENTITY ANY COPYRIGHT OR OTHER INTELLECTUAL PROPERTY RIGHTS IN OR LICENSE TO USE ANY OF MBI’S INTELLECTUAL PROPERTY, TRADEMARKS OR LOGOS. BY COMPLETING THE REGISTRATION PROCESS AND CLICKING ON “SUBMIT” YOU ARE REPRESENTING THAT YOU ARE AT LEAST 18 YEARS OF AGE, YOU ARE PURCHASING A SUBSCRIPTION TO USE MBI’S BUSINESS INTELLIGENCE ENGINE ACCESSED VIA MBI’S WEB SITE, DATA CYCLES.COM, AND THAT YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND ALL AMENDMENTS THERETO PUBLISHED HEREAFTER, OPERATING RULES, AND POLICIES THAT MAY BE PUBLISHED BY US IN WRITING OR ON THE WEB SITE, DATACYCLES.COM. YOU AGREE THAT EACH USE OF THE SERVICE AND SITE REAFFIRMS YOUR ACKNOWLEDGMENT AND CONSENT TO THE TERMS OF THIS AGREEMENT. PLEASE READ THEM CAREFULLY.

SERVICE DataCycles.com is the web site (the Site) through which MBI provides and maintains an Internet hosted service (the Service) that is a system of software and business processes to gather and summarize business intelligence information. We will provide You with the means for creating requests for information, managing the data collection process, and receiving reports summarizing the results. We will make commercially reasonable efforts to ensure that the quality of the Service is of at least prevailing industry standards. You acknowledge and agree that access to our Service may be unavailable from time to time, including, without limitation, infrequent interruption due to regular maintenance performed by Us or by our ISP.

CONFIDENTIALITY Subject to the terms of our Privacy Policy set forth below, and except for the reporting services authorized by You and as otherwise specifically set forth in this agreement, We will use reasonable efforts to maintain the confidentiality of survey responses and We will refrain from using such information for any purpose other than in connection with our provision of the Service to You. We will not reveal to any third party the identity of the participants in your projects.

SURVEY CONTENT You agree to provide complete and accurate information when completing the registration process on the Site. You are solely responsible for the content of all documents, data, information and the specific question content of your surveys for purposes of this Agreement. You are also responsible for giving final approval of the survey questions and other content of your surveys. You grant to MBI for the term of this Agreement a non-exclusive, worldwide, royalty-free, right to use, copy, publish, reproduce, display, transmit, publicly perform, create derivative works of, and distribute and post any information, data, content or other materials provided by You to MBI solely in connection with providing MBI’s services and fulfilling its obligations under this Agreement. Notwithstanding the foregoing, You grant to MBI the limited right and license to use Your surveys and/or responses in an aggregation of MBI’s customer data, provided that such data shall not in any way indicate Your identity or the identity of any of your survey participants.

ACCOUNT NUMBER AND PASSWORD You alone are responsible for keeping confidential your account number and password for access to the Site and for all uses of your account or password. You agree to immediately notify Us of any unauthorized use of your account or any other breach of security.

GENERAL USE You are responsible for all software, hardware and services necessary to connect to the Internet and the MBI Site, and for any applicable communications charges. You agree to use the Service and Additional Services, if any, in a manner consistent with all applicable laws. If your survey is intended to be used for illegal purposes in the judgment of MBI, You will be notified via e-mail, your account may be deleted, and any fees paid therefore shall be refunded.

TERMINATION Either party may terminate this agreement at any time upon giving ten (10) days written notice delivered by email or first class mail, and MBI shall not be liable to You or any third party in any manner for termination of the Service. In the event You should become dissatisfied with this agreement or any modifications thereof, or with the Service or the Site, your only recourse is to discontinue use of the Service, terminate the agreement and give notice of these actions. Your obligation to make payments to MBI for services rendered prior to the date of termination of this Agreement shall survive the termination of this Agreement. Upon termination, your right to use the Service and the Site cease immediately and MBI shall have no obligation whatsoever to process or otherwise manage any planning, project administration, surveys, survey responses or make any project results available to You.

PAYMENT TERMS You agree to pay all charges to your account when due, in accordance with the fees negotiated with MBI at the commencement of Your use of the Service, including any applicable taxes, at the rates in effect when the charges are incurred. MBI may change the fees and charges then in effect, or add new fees or charges, by giving You notice in advance. MBI reserves the right to discontinue the Service and, in our discretion, terminate this agreement if You fail to pay any amounts when due. If You choose to pay MBI by credit card, You assume the entire risk associated with providing your credit card information to Us. You must provide MBI with valid credit card information, and must promptly inform MBI of any changes in credit card validity or expiration date. MBI will keep your credit card information confidential, subject to the provisions of MBI’s Privacy Policy. In any event, We will not be responsible for any loss or damages to You or your credit card company arising from any transaction.

FURTHER INFORMATION OR RESOLUTION OF COMPLAINTS For additional information regarding use of the Service please contact MBI by telephone or in writing at the address set forth below. Requests for corrections and/or refunds and your reasons therefore, must be made in writing to MBI at the address or facsimile number set forth below within 10 days of the applicable survey's completion. No refunds of subscription fees will be given.

PRIVACY POLICY Your privacy is very important to Us. However, You should be aware (and hereby agree) that for certain technical processing of and access to email messages and their content, MBI may be required to: (a) route the messages; (b) conform to connecting networks’ technical requirements; (c) conform to the limitations of the Service; or (d) conform to other similar requirements. You should also be aware that We collect, and in some cases disclose, information about You, as part of the normal operation of our Site. If You send Us correspondence, such as emails or letters, or if other users or third parties send Us correspondence about your use of our Service, We may collect such information in a file specific to You. We use such information, and other information We obtain from your current and past use of the Service, to resolve disputes, troubleshoot problems and enforce this Agreement. MBI acts as a passive conduit for the distribution and receipt of your information requests and therefore will not disclose the contents of your private communications unless required to do so by law or in good faith belief that such action is necessary to (1) conform to the edicts of the law or comply with legal process served on MBI; (2) protect and defend the rights or property of MBI; or (3) act under exigent circumstances to protect the personal safety of our subscribers, employees or the public.

MBI will store your response data on its servers for a limited time and may, at our option, purge old response data from its servers after your subscription period has expired or this Agreement has been terminated for more than 60 days (in most cases response data is retained for one year after a project is launched so long as your subscription is active.) We use industry-standard efforts to safeguard the confidentiality of your results as well as any identifiable information about your audiences, such as firewalls and SSL technology. These are the same technologies that most websites use to safeguard credit card information and other personal information. However, that said, “perfect security” does not exist on the Internet (or anywhere, for that matter).

As part of our Service, We may send to You periodic emails containing information about Us, updates on new service features, service usage tips, information about third party services that are likely to be of interest to our subscribers, and subscriber satisfaction questions. If You do not want to receive these emails, You may notify Us at any time that You wish to cancel your account. In addition to periodic emails, We may use your email address to send You administrative notices about your account (such as notices about pending activities).

Unfortunately (and notwithstanding anything to the contrary in this policy), due to the existing regulatory and technical environment, We cannot guarantee that all of your communications and other personally identifiable information will never be disclosed in ways not otherwise described in this Privacy Policy. By way of example (without limiting the foregoing), We may be forced to disclose information to the government, a court of law, or third parties under certain circumstances.

MBI INTELLECTUAL PROPERTY. MBI owns and retains all right, title and interest (including all intellectual property and proprietary rights therein) in and to the Site, its software, and any and all programs, code, scripts, applets, macros, routines, subroutines and other software and technology and materials that MBI creates, develops, reduces to practice, modifies, enhances, or in any way uses in providing its Services. We will have and retain all ownership and intellectual property rights in and to all information, the look and feel, and functionality available on our Web site and other facilities. MBI owns the content, including the graphics, names, text, software, music, videos, sound, pictures, compilations, survey templates, related survey data, page layout, design, processes, procedures, magnetic translation, digital conversion or other material contained in the Service and the Site. Copyrights, trademarks, service marks, patents, or other proprietary rights and laws protect it all. No one may copy, reproduce, distribute in any way, or decompile, reverse engineer or disassemble the content. Your subscription to MBI’s Service entitles You to use the content of the Service and the Site as authorized herein to create surveys and view survey responses and survey results for your personal use as an end product only. No one may copy, reproduce, transmit, post, distribute or create derivative works from this Site without prior express authorization. Our property and facilities are provided for the exclusive use of our actual and potential customers and their survey audiences. You agree not to reproduce, download, redistribute, reverse engineer, or commercially exploit any of our property without our written permission.

REFERENCE RIGHTS You hereby grant Us the perpetual, nonexclusive right to publicly identify You as our customer in our promotional materials and to include on our Web site a hypertext link to your Web site. You hereby grant Us the perpetual, nonexclusive right and license to Use and reproduce your trademark and/or logo strictly in furtherance of identifying You as our customer in our promotional materials in all media.

WARRANTY DISCLAIMER.
TO THE FULLEST EXTENT PERMITTED BY LAW, MBI EXPRESSLY DISCLAIMS ALL WARRANTIES EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE AND FITNESS FOR A PARTICULAR PURPOSE. MBI MAKES NO WARRANTY THAT THE SERVICE OR SITE WILL MEET YOUR REQUIREMENTS OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, VIRUS-FREE, ERROR-FREE, ACCURATE OR RELIABLE; NOR DOES MBI MAKE ANY WARRANTY AS TO ANY INFORMATION THAT MAY BE OBTAINED THROUGH THE SERVICE OR SITE OR THAT DEFECTS IN THE SOFTWARE FOR THE SERVICE WILL BE CORRECTED OR THAT THE SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH USE OF THE SERVICE OR SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA. IF YOU ARE DISSATISFIED WITH THE SERVICE, THE MATERIALS AVAILABLE ON OR THROUGH THE SERVICE OR THE SITE, OR WITH ANY OF THE TERMS OF AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE AND LEAVE THE SITE IMMEDIATELY. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICE , THE SITE AND ALL SURVEYS AND SURVEY RESULTS CREATED THEREBY IS AT YOUR SOLE RISK. THE SERVICE AND THE SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.

LIMITATION OF LIABILITY.
TO THE FULLEST EXTENT PERMITTED BY LAW, MBI, ANY PARENT ENTITIES, SUBSIDIARIES , AFFILIATES, OFFICERS AND EMPLOYEES SHALL NOT BE LIABLE UNDER ANY LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT AND PRODUCTS LIABILITY, FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, FOR ANY LOSS OR DAMAGES OF ANY KIND RESULTING FROM YOUR ACCESS TO THE SERVICE, REGISTRATION TO USE THE SERVICE, THE USE OF THE SERVICE, THE INABILITY TO USE THE SERVICE , RELIANCE ON THE SERVICE, USE OF OR RELIANCE IN ANY WAY ON ANY SURVEY, SURVEY RESPONSES OR SURVEY RESULTS CREATED ON OR THROUGH THE SERVICE OR THE SITE , FROM THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL OUR CUMULATIVE LIABILITY REGARDING THE SUBJECT MATTER HEREOF EXCEED THE FEES PAID BY YOU HEREUNDER. IT IS SOLELY YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, RELIABILITY, COMPLETENESS AND USEFULNESS OF ANY SURVEYS, SURVEY RESPONSES, SURVEY RESULTS OR OTHER INFORMATION RECEIVED WHILE USING THE SERVICE OR SITE.

INDEMNIFICATION You agree to defend, indemnify and hold harmless MBI, its parent entities, subsidiaries, affiliates, officers, and employees, from any and all claims, expenses, costs and other liabilities, including attorney's fees, due to or arising from your use of the Site, Service, survey questions, survey responses, survey results and any other conduct related in any way to the Service or the Site, including but not limited to the breach by You of any warranty or provision contained in this agreement, and including, without limitation, claims of intellectual property infringement and libel.

MODIFICATION TO SERVICES PROVIDED You acknowledge and agree that MBI may, with or without notice, modify, delete, or amend the Services and/or Site that are the subject of this agreement. MBI will notify You of any modification, deletion or amendment on the Site, by email or in the newsletter. If You do not accept the modification, deletion or amendment, You must terminate your use at that time. Any and all use of the Site or the Services by You after the notice is posted shall be deemed to be acceptance of the modification, deletion or amendment (as well as all other terms and conditions) of the Services or Site.

NO SPAMMING You acknowledge and agree that MBI is serving as "survey host" and is not the sender or originator of any survey. From time to time, MBI may solicit feedback on services provided by the site. You warrant and promise that You either have an ongoing business or personal relationship with or have obtained consents to send emails inviting participation in a survey to the persons on your own email list. You further warrant that your use of the Site or Service will not violate any spamming, junkmai or other related laws or regulations prohibiting or discouraging unsolicited mail.

OTHER PROHIBITED USES You agree not to transmit through the Service or the Site any pornographic, obscene, offensive, threatening, harassing, libelous, hate-oriented, harmful, defamatory, racist, illegal or otherwise objectionable material or content. You shall not send any transmission that attempts to hide your identity or represents You as someone else. Any attempt by You to transmit, publish or distribute material or content that promotes, provides or relates to instructional information about illegal activities or promotes physical harm or injury against any individual or group is strictly forbidden. You specifically agree not to use the Service or the Site to send any materials, including surveys and requests to take surveys, to any persons under 18 years of age unless and until the You have taken and followed all necessary action and compliance pursuant to state and federal laws. You agree, to the best of your knowledge, not to upload or distribute in any way any files that contain viruses, corrupted files or any similar software or programs that may damage the operation of anyone else's computer, the Service or the Site. You agree not to interfere or disrupt networks connected to the Service and the Site. Any attempt by You to gain unauthorized access to any computer system, including accounts or databases maintained by and for MBI, is strictly forbidden. You agree to comply with all applicable laws relating to such conduct. You agree to comply with all laws, rules and regulations regarding transmission of technical data exported from the United States. If You engage in any activity set forth in this paragraph or which violates any terms or conditions of this agreement, your account will be terminated and use of the Service and Site prohibited. MBI will report such conduct to the appropriate authorities and turn over any and all information, regarding such activity to appropriate persons or entities.

NO MISAPPROPRIATION OR MISUSE OF NAMES, MARKS, OTHER PROPRIETARY MATERIAL You agree not to use, misuse or misappropriate any brand names, trademarks, service marks, patents, images, text or other proprietary material or content of another on or through the Service or the Site. If You use any such proprietary material or content, by doing so, You warrant that You have the right and authority to do so.

MISCELLANEOUS. This agreement shall be governed in accordance with the laws of the state of California applicable to contracts entered into and wholly to be performed therein, without regard to that body of law applicable to conflicts of laws. Jurisdiction over any disputes arising under this agreement shall be exclusively with the courts of Santa Clara County, California. In any dispute arising from the relationship between You and MBI or the terms of this agreement, the prevailing party shall be entitled to reasonable attorney's fees and costs. The failure by either party to enforce any right or provision under this agreement shall not constitute a waiver of that provision or any other provision of the agreement. If any provision of the agreement shall be determined to be invalid or unenforceable by a court of competent jurisdiction, the other provisions of the agreement shall remain in full force and effect. MBI makes no representation that the materials and content on the Site or relating to the Service are appropriate or available for use in other locations, and accessing them from territories where their contents are illegal is strictly forbidden. Those who access the Service or the Site from other locations do so on their own initiative and at their own risk and are responsible for compliance with local laws. This Agreement (including all amendments published hereafter, and applicable policies and rules published by Us from time to time) represents the complete and exclusive statement of the agreements concerning the subject matter hereof between the parties and supersedes all prior agreements and representations between them.

THE ACCEPTANCE OF ANY PAYMENT, OR ELECTRONIC REQUEST, FOR SERVICES PLACED BY YOU FOR THE SERVICE IS EXPRESSLY MADE CONDITIONAL ON YOUR AGREEMENT WITH AND ACCEPTANCE OF ALL OF THE TERMS AND CONDITIONS SET FORTH HEREIN.

DATACYCLES a service of MILLENNIUM BROADCAST, INC
274 Castro Street, Suite 206
Mountain View, CA  94041

Copyright 2009, MBI, Inc.