By using WM’s Services, You agree to these terms (the “WorthMetrix Terms”). As used in this Agreement, “You” or “Customer” means the person together with any entity, entities, and additional persons, for whom such person is acting to access this website to use or investigate using the Service, and “You” further includes all persons, entities, employees, agents, successors and assigns acting on Your behalf without limitation. The term “Person” as used hereinbelow means a natural or unnatural person as the case may be. “WM” means WorthMetrix LLC. You and WM are the “Parties” either of whom is a “Party”. You thus confirm and agree:

1. Privacy & Confidentiality: WM’s Privacy Policy  explains how we handle the Input you provide. All data You provide will not be disclosed, sold, or otherwise voluntarily made available to any third party. Note that You have the right to submit Your data using an alias for the Company and for You in order to further protect confidentiality. Payment processing does require identity as necessary to make payment, but we do not retain payment data and do not connect Your payment detail with Your Input or with your Report. Protecting Your privacy and the confidentiality of Your Input and the results of WM’s Services is a high priority for WM. By using WM’s Services, You agree that WorthMetrix can use your Input in accordance with WM’s Privacy Policy,  i.e. strictly for the purpose of providing WM’s Service to You. WM’s Privacy Policy  is incorporated as a part of this Agreement as if copied herein verbatim.

2. Your Access: By visiting the WM website or accessing WM Services, You represent and warrant that i) You have full power and authority to enter into the Agreement; ii) You are legally authorized to access, provide and input any and all data, information and electronic signals (“Input”) You so utilize in the course of using the Services of WM’s website; iii) none of the Input you provide to US has been stolen, misappropriated or obtained in violation of any law; iv) your use of the Service is not intended and will not knowingly be used for any illegal or unlawful purpose; v) You will not introduce or permit the introduction of any malware, as further detailed in Section 2 below; and vi) Your agreement hereto and compliance with this Agreement, will not be in violation of the rights of any Person or otherwise in violation of any applicable law. You have the duty to utilize equipment, an internet connection and a browser that connects accurately and error-free with WM’s website, without exposing WM to any malware as detailed in Section 2 below.

3. Input: You represent and warrant that Input you provide to WorthMetrix i) does not infringe, misappropriate or violate any Intellectual Property Right of any Person; ii) does not contain, harbor or expose WM or any of WM’s customers, vendors, contractors or affiliates to any computer “virus”, “malware”, “back door,” “drop dead device,” “time bomb,” “Trojan horse,” or “worm” (as such terms are commonly understood in the software industry) or any other code or device designed or intended to have, or be capable of performing, any of the following functions: a) disrupting, disabling, harming or otherwise impeding in any manner the operation of, or providing unauthorized access to, a computer system or network or other device on which such code is accessed, stored or installed; or b) damaging, encrypting, corrupting or destroying any data or file without the user’s consent; or c) intended to damage, surreptitiously intercept or expropriate any system, data, personal information, confidential information or trade secrets of WM or any other Person; or d) is false, misleading, inaccurate or intended to promote or procure fraud. You also warrant that you have fully read the Instructions and Disclosures regarding WM’s Service. You further agree that WorthMetrix has the right to rely on Your Input and to provide WM Service without any duty of WM to verify, test or otherwise confirm the accuracy, internal consistency, timeliness or any other aspect of your Input. Should You make any Input error, in order to correct the same, You may have to resubmit some or all Input and may be required to pay another Fee for WM Service.

4. Input License: By using the WorthMetrix Service, You grant WorthMetrix the right to adapt, reproduce, and display Your Input BUT ONLY to as necessary to provide the WorthMetrix Service.

5. Using WM Service: You may use WM’s Service only as permitted by this Agreement and applicable law. Misuse, misappropriation, hacking, disrupting or corrupting WM’s Service is not permitted and will subject you to legal action. You may discontinue Your use of the Service at any time by ceasing to access the WM website and/or by notice to WM of Your intent to discontinue. We may refuse to provide the Service for any good faith reason without liability.

6. Modifications: We may, at WM’s discretion, make changes to WM’s Service. We may add, remove, modify, expand or contract features, functionalities or aspects of the Service at any time, and we may suspend, stop or substitute a different or additional Service. In doing so we may request or advise that additional Input is necessary from You for such Service to be accurately provided. This Agreement is WM’s entire agreement relating to Your use of the Service and supersedes any prior or contemporaneous agreements on that subject. We may modify the Agreement at any time. We’ll post any modifications to the WorthMetrix Terms on this page. Changes are effective immediately. You agree Your exclusive remedy if you object to any change, is to exercise Your right to cease use of the WM Service.

7. Intellectual Property Rights: You understand, acknowledge and agree that the WM website and all materials thereon and all output therefrom are and remain the property of WorthMetrix LLC. Once you make payment in good funds and receive your Downloaded Report, You are then hereby granted an exclusive, fully-paid, royalty-free, irrevocable, world-wide, multi-language, and perpetual license to use, display, reproduce and distribute the output. Please note the copyright notice on the Home Page of the WM website. All original material on the WM website is copyrighted by WorthMetrix LLC, unless specifically stated otherwise. Except for Downloads provided to You for Your use, You agree that you will not copy, retransmit, or modify any of the content provided by the WM website without obtaining explicit written permission from WorthMetrix LLC. Permissions can be obtained by contacting us directly. All WorthMetrix LLC intellectual property rights are hereby reserved cumulatively and not exclusively.

8. Indemnity: You agree to indemnify, defend and save harmless WorthMetrix from and against any and all third-party claims and liabilities, including without limitation damages, taxes (other than income taxes), penalties, attorney fees and costs, arising or claimed as arising out of or related to Your Input, Your use of WM’s Service, Your negligence, Your malfeasance or Your breach of any term of the Agreement.

9. Warranties; Disclaimers: OTHER THAN AS EXPRESSLY SET OUT IN THE AGREEMENT, WM MAKES NO PROMISE ABOUT HOW YOU SHOULD OR MIGHT UTILIZE THE WM SERVICE. FOR EXAMPLE, WM MAKES NO COMMITMENT ABOUT THE SPECIFIC FUNCTION OF THE SERVICE, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. WE PROVIDE EACH SERVICE “AS IS”. TO THE MAXIMUM EXTENT PERMITTED BY LAW, Wm EXCLUDES AND DISCLAIMS ALL WARRANTIES, EXPRESS, STATUTORY AND/OR IMPLIED. WM EXPRESSLY DISCLAIMS WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. Wm DOES NOT PERFORM OR PROVIDE APPRAISALS, NOR DOES WM REPRESENT IN ANY WAY THAT THE RESULTS WM PROVIDES WILL BE REALIZED BY ANY PERSON IN ANY KIND OF TRANSACTION OR COMBINATION OR SERIES OF TRANSACTIONS, NOR DOES WM REPRESENT THAT ANY THIRD PARTY WILL ACCEPT, VALIDATE, CONFIRM, AGREE TO, CREDIT, ACKNOWLEDGE OR RELY UPON ANY OUTPUT OF WM SERVICE.

10. Limitation of Liability: TO THE EXTENT PERMITTED BY LAW, EXCEPT FOR ANY INDEMNIFICATION OBLIGATIONS HEREUNDER OR YOUR BREACH OF ANY INTELLECTUAL PROPERTY RIGHTS, YOUR DUTIES UNDER SECTION 2 ABOVE, AND/OR PROPRIETARY INTERESTS RELATING TO THE AGREEMENT, i) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER LEGAL THEORY OR CAUSE OF ACTION, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND ii) EACH PARTY’S AGGREGATE LIABILITY UNDER THE AGREEMENT IS LIMITED TO THE NET AMOUNT RECEIVED AND RETAINED BY THAT PARTICULAR PARTY FROM THE OTHER PARTY IN CONNECTION WITH THIS AGREEMENT DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. EACH PARTY ACKNOWLEDGES THAT THE OTHER PARTY HAS ENTERED INTO THE AGREEMENT RELYING ON THE LIMITATIONS OF LIABILITY STATED HEREIN AND THAT THOSE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES FURTHER AGREE THAT NO CLAIM SHALL BE ASSERTED MORE THAN TWELVE MONTHS FROM THE EARLIEST DATE SUCH CLAIM ACCRUES AND EACH PARTY ACCORDINGLY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY LONGER STATUTE OF LIMITATIONS PERIOD.

11. Payment Policies: Until WM receives payment in full of the Fee for WM’s Service set forth in WM’s website, WM shall have no duty to provide any results or deliverable of its Service to You. You represent and warrant that (i) any credit card or debit card or other payment information You supply is true and complete and sufficient to vest payment in WM, (ii) charges incurred by You will be honored by Your bank, credit card company or other payment service, (iii) You will pay the charges incurred at the posted prices, including any applicable taxes, and (iv) if any payment is dishonored, You will still pay the incurred charges, including all surcharges and other costs You and/or WM may incur due to the dishonored payment. In the event of any error or mistake in WM’s Services not caused in whole or in part by You, your sole and exclusive right is to require us to reperform WM’s Services for which You have paid to correct such error or mistake.

12. Miscellaneous: You and WM further agree:

• A. Assignment. You may not assign or transfer any of Your rights under the Agreement.
• B. You and WM are independently contracting unrelated parties and this Agreement does not create any agency, partnership, joint venture or other relationship.
• C. No third party or other stranger to this Agreement has any rights arising under this Agreement.
• D. The forbearance or failure of either Party to enforce any provision of the Agreement will not constitute a waiver.
• E. If it turns out that any term or terms of the Agreement is not enforceable, the Agreement balance will remain in full force and effect.
• F. This Agreement is binding upon and shall inure to the benefit of all successors-in-interest of every kind and character of the respective Parties.
• G. Neither Party will be liable for inadequate performance to the extent caused by a force majeure, i.e. condition (for example and not by way of limitation, natural disaster, loss of electrical power or internet connection, the public enemy, governmental action, etc.) beyond a Party’s reasonable control. To the extent that any deadline or time limitation for performance of a duty exists, the time therefor shall be extended by the period of delay arising from such force majeure.
• H. Venue. All claims arising out of or relating to this Agreement or the Service will be governed by the law of the State of Georgia, USA, excluding Georgia’s conflict of laws rules, and will be litigated exclusively in the Federal or State courts with jurisdiction in Cherokee County, Georgia, USA, and You and WorthMetrix consent to personal jurisdiction in those courts.
• I. Each Party warrants to have had full opportunity to consider the terms hereof without duress and to have obtained all desired counsel, opinions and advice without interference or impediment from any other Party. You are entering into this Agreement of Your free will and with full legal authority to do so.