Welcome to the Xpertcommerce website available at and under the domain name xpertcommerce.co.uk (the “Xpertcommerce Site”) and such other or successor domain names as may be operated, acquired or used from time to time by Xpertcommerce. (“Xpertcommerce”). This General Terms of Service Agreement (the “Agreement”) sets forth the terms and conditions governing your use of the Xpertcommerce Site and your access to and use of the information, content and services offered on the Xpertcommerce Site (which, collectively with the Xpertcommerce Site, constitute the “Services”).

By accessing or using the Xpertcommerce Site or any of Xpertcommerce’s Services, you accept and agree to be legally bound by this Agreement, and agree to all operating rules and/or policies of Xpertcommerce and the Services that may be published by Xpertcommerce on the Xpertcommerce Site.  All these rules and policies are incorporated into this Agreement by this reference. Xpertcommerce has other operating rules and policies relating to the Xpertcommerce Site and the Services generally.

If you do not agree, do not enter or use the Xpertcommerce Site.

Xpertcommerce reserves the right to update or otherwise modify this Agreement from time to time. You are responsible for checking this Agreement periodically for changes and updates. Your use of the Xpertcommerce Site following posted change(s) and update(s) will be deemed an acceptance of such change(s).

You shall be subject to any posted guidelines or rules, which may be posted from time to time. All such guidelines and rules are hereby incorporated by reference into the Agreement.

Ownership.

The Xpertcommerce Site, including without limitation on any content, software and services offered thereon, are the property of Xpertcommerce and/or its licensors and are protected by U.S. and international copyright, trademarks and other proprietary rights and Intellectual Property Rights laws.  The compilation of all content on this Xpertcommerce Site is the exclusive property of Xpertcommerce and is protected by U.S. and international copyright laws.  All software used on this Xpertcommerce Site is the property of Xpertcommerce or its licensors and protected by U.S. and international copyright laws. Except to the minimum extent otherwise expressly permitted under copyright law, no copying or exploitation of material from the Services is permitted without the express written permission of Xpertcommerce and any other applicable copyright owner.

You may not resell the Services (or any part thereof).  You acknowledge that you do not acquire any ownership rights by virtue of downloading copyrighted material from the Services.  All rights not expressly granted hereunder are expressly reserved to Xpertcommerce.  If you believe your rights under applicable copyright laws are being infringed.

Third Party Intellectual Property Rights.

You may not, and by using the Services you agree not to, use the Services to: (a) transmit material that is copyrighted, unless you are the copyright owner or have obtained the permission of the copyright owner to transmit it; (b) transmit material that reveals trade secrets, unless you own them or have the permission of the owner to so transmit them; or (c) transmit material that infringes on any Intellectual Property Rights of others or violates the privacy or rights of publicity of others.  For purposes of this Agreement, the term “Intellectual Property Rights” means collectively, rights under patent, trademark, copyright and trade secret laws, and any other intellectual property or proprietary rights recognized in any country or jurisdiction worldwide, including, without limitation, moral rights and similar rights.

You Are Responsible For All Your Activities and All Content You Post.

You represent and warrant that any and all information you post or provide to Xpertcommerce by means of this Xpertcommerce Site, including, without limitation, as part of any registration or application or to gain access to any Services, is true, accurate, not misleading and offered in good faith.  Any information disclosed to you via the Services may be used only for its intended purpose.  Xpertcommerce expects that you will exercise caution, good sense and proper judgment in using the Services.  You can be held liable for any illegal or prohibited content that you provide to the Xpertcommerce Site or to other users, including, for example, infringing, defamatory, or offensive materials. You may not, and hereby represent and warrant that you will not, post, transmit, email or otherwise make accessible on or through the Xpertcommerce Site User Content that:

Involves the transmission of "junk mail," "chain letters," or unsolicited mass mailing (or "spamming");

Promotes information that you know is false, misleading, or promotes illegal activities or conduct;

Infringes any patent, copyright, trademark, service mark, trade secret, or other proprietary right of any other party;

Provides material that exploits people under the age of 18 in a sexual or violent manner, or solicits personal information from anyone under 18;

Provides instructional information about illegal activities;

Contains a software virus or any other code files or programs that are designed to or have the ability to interrupt, destroy, compromise, or otherwise limit the functionality of any computer software or hardware or telecommunications equipment whether owned by Business.com or any other party;

Solicits passwords, or personal identifying information for commercial or unlawful purposes from other users; or

Otherwise violates any local, state, national or other applicable law or regulation.

Additionally, you may not, in connection with the Xpertcommerce Site:

Impersonate any person or entity, including a Xpertcommerce officer or employee, or falsely misrepresent your identification or affiliation in any other way;

Disrupt the ordinary flow and operation of any portion of the Xpertcommerce Site;

Interfere with or disrupt the Xpertcommerce Site or any server or network involved with the operation of the Xpertcommerce Site;

Stalk or harass any other person; or

Collect or "harvest" from the Site the names of other users for the purpose of transmitting to those other users unsolicited commercial messages.

Single Copy License.

You agree that you are only authorized to visit, view and to retain a single copy of pages of this Xpertcommerce Site solely for your own individual use, and that you shall not duplicate, download, publish, modify or otherwise distribute any material on this Xpertcommerce Site for any purpose other than for your own individual use unless otherwise specifically authorized by Xpertcommerce.  We post legal notices and various credits on pages of the Xpertcommerce Site, which may not be removed even in your permitted copy.  You shall not remove these notices or credits, or any additional information contained along with the notices and credits.

Xpertcommerce May Revise or Terminate Any Part of the Services at Any Time.

Xpertcommerce reserves the right, at any time and from time to time, to modify or discontinue, temporarily or permanently, the Services, with or without notice and in its sole discretion.  This includes the right to modify, discontinue or remove any content, postings, links, pages, services, or other materials at any time and for any reason.  You agree that Xpertcommerce shall not be liable to you for any modification, general suspension or discontinuance of any Services. Xpertcommerce may, in its sole discretion, refuse or restrict anyone from access to any or all of the Services at any time.  Xpertcommerce may and will terminate your service immediately, if, in its sole discretion, Xpertcommerce believes that your conduct fails to conform with the terms and conditions of this Agreement. If you use, or attempt to use the Services for any purposes other than its intended purposes (including without limitation by tampering, hacking, modifying or otherwise corrupting the security or functionality of the Services), you may also be subject to civil and criminal liability.

Security.

You shall not violate or attempt to violate the security of the Services. Accordingly, you shall not: (a) access data or materials not intended for you; (b) log into a server or account which you are not authorized to access; (c) attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; or (d) attempt to interfere with service to any user, host or network. Upon receiving a password and account designation for the Xpertcommerce Site, you are fully responsible for maintaining the confidentiality of the account, and are fully responsible for all activities that occur under your password or account. By using the Xpertcommerce Site, and the Internet in general, you understand that data and communications, including e-mail and other electronic communications, may be accessed by unauthorized third parties when communicated over the Internet.

Your Access to Certain Services.

You understand that certain Services on the Xpertcommerce Site may include materials and information from third parties, and you acknowledge and agree that Xpertcommerce has minimal control over such information.  Accordingly, Xpertcommerce cannot guarantee, represent or warrant that the content contained in the Xpertcommerce Site is accurate, appropriate to you, and/or inoffensive. The Xpertcommerce Site may provide links to other World Wide Web sites or resources. Xpertcommerce has no control over such sites and resources and you acknowledge and agree that Xpertcommerce is not responsible for the content or information contained therein.

Indemnity of Xpertcommerce.

You agree to indemnify and hold Xpertcommerce harmless, and, at Xpertcommerce’s request, to defend Xpertcommerce from and against any claim, demand, cause of action, debt, loss or liability, including reasonable attorneys’ fees, to the extent that such action is based upon, arises out of, or relates to your use (or inability to use) the Services or any other activities of yours accomplished using the Services.

Compliance with Laws.

You may use the Services only for lawful purposes. The Services are subject to, and you agree that you shall at all times comply with, all applicable local, state, national, and international laws, statutes, rules, regulations, ordinances and the like applicable to the use of the Services.  This obligation includes your agreement to comply with all applicable laws, including without limitation, insurance industry-specific regulations and rules relating to the export of technical and other data from the United States (and from your country if you are not located in the United States) and your agreement not to export or re-export any such data or any other content or materials in violation of such laws, rules or regulations without first obtaining all necessary licenses, consents and approvals therefore, as well as authorization therefore from Xpertcommerce.

Choice of Law and Forum.

The Services are controlled by Xpertcommerce from within the Commonwealth of Virginia, although it may be accessed and used throughout the world.  By accessing or using the Services, you and Xpertcommerce each agree that the substantive laws of the Commonwealth of Virginia, will govern with respect to all matters relating to or arising from this Agreement, or the use (or inability to use) the Services, and that such laws will apply without regard to principles of conflict of laws.  Subject to the dispute resolution procedures set forth above, you and Xpertcommerce agree and hereby submit to the exclusive jurisdiction and venue of the appropriate State and Federal courts located in the Commonwealth of Virginia with respect to such matters.  Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the Services must be filed or otherwise commenced within one (1) year after such claim or cause of action arose or be forever barred.