Terms of Service

Intelligence, Inc., ("DJ Intelligence" or "us" or "we") has developed and operates a service providing a private-labeled internet website, ("the Private-Labeled Website"). The Private-Labeled Website enables a third party ("you" or "DJ Intelligence Subscriber") to put interactive tools online for their customers and prospects. Internet users who come to the Private-Labeled Website using a link on your web site or through your unique URL domain name are referred to in this Agreement as your ("Visitor"). DJ Intelligence will provide HTML code for your company to use on your web site which links your site to the Private-Labeled Website or, you can use your private-labeled website as your only internet site. This Agreement defines the terms and conditions for your participation in the DJ Intelligence program as a DJ Intelligence Subscriber, ("DJ Intelligence Subscriber"). In consideration of the promises set forth in this DJ Intelligence Subscriber Terms of Service Agreement ("Agreement"), you and DJ Intelligence agree as follows:

1. Acceptance and Enrollment as a DJ Intelligence Subscriber:

Please read this Agreement carefully. To become a DJ Intelligence Subscriber, you must fill out a completed DJ Intelligence Sign Up Form, ("Sign Up") via our web site. By submitting the form, and agreeing to use the Private-Labeled Website, you indicate your acceptance of this Agreement and its terms and conditions. Upon payment of funds, your account will be created and service will be initiated.

2. The DJ Intelligence Subscriber Relationship:

As a DJ Intelligence Subscriber, we will make available to you Internet hyperlinks to the Private-Labeled Website and associated graphics as set forth below ("Links"), which, subject to the terms and conditions of this Agreement, you may display as often and in as many areas on your web site as you desire. The Links will enable your site visitors to come to the Private-Labeled Website through a new browser window that opens on your own site, a direct hyperlink, or a framed link. If the new browser window is closed, your site remains open on the Visitor's computer. Since the name of the Private-Labeled Website will match your own company name, the visitor will assume the website is a part of your site, not an off-site location. Further, the Private-Labeled Website will have Links on it returning your Visitors back to your home site. By utilizing these Links, Visitors to your web site will be able to use your interactive online tools. However, while you are a DJ Intelligence Subscriber all email communication, confirmations, and other representations will have only your Private-Labeled Website name.

3. Our Responsibilities:

We will be responsible for providing you with approved Link(s) and providing the information necessary to allow you to link your web site to our Private-Labeled Website. Included in our services is a control panel which enables you to modify your Private-Labeled Website. Certain elements of the system can be modified to your unique needs, but no guarantees are made as to the level of modification that is offered. Your client and booking information remains securely stored in a password protected area on our servers. Never is any of your client or booking information shared with any outside parties.

4. Term and Termination of the Agreement:

The term of this Agreement is 1 year (or 2 months if trial), starting from the date your payment is processed and your account is created. From then on, the agreement renews itself each year for a period of 1 year with your authorization. The Agreement can be terminated by cancellation at anytime by either the DJ Intelligence Subscriber or DJ Intelligence. If the DJ Intelligence subscriber cancels this agreement for any reason, no refund will be provided under any circumstances. All sales are final. If DJ Intelligence cancels this Agreement for any reason, a ten (10) day notice via email will be given to the DJ Intelligence Subscriber and the DJ Intelligence Subscriber will receive a prorated refund. DJ Intelligence reserves the right to refuse service to any person or company for any or no reason.

5. Use of Links and Design of the Private-Labeled Website:

DJ Intelligence will provide to you approved Link(s) to consist of text or graphic images provided by us containing, without limitation, the DJ Intelligence logo, service mark and related image. This Link will connect the Visitor from your web site to the Private-Labeled Website. At your discretion, you can imbed specific pages or specific links into the text of your site to connect Visitors to specific pages or open specific tools in the Private-Labeled Website. The home page of the Private-Labeled Website allows for your logo and the name of your business. Links will appear throughout the Private-Labeled Website that take Visitors back to your web site. To some extent, the Private-Labeled Website can take on the "look and feel" of your web site. Accordingly, you can provide us with the "look and feel" of your web site, and your logo, and you grant us a limited, non-exclusive right to use and copy the "look and feel" of your web site for the purposes stated in this Agreement. This right continues only for as long as you remain a DJ Intelligence Subscriber. Thereafter, neither party has the right to use any Links, graphic images, logos, service marks, and related images or copy belonging to the other party.

6. Usage Limitations and Transferability:

A DJ Intelligence account can only be used with a single company or entity, the company or entity of the DJ Intelligence Subscriber. DJ Intelligence accounts can not, under any circumstances, be shared among or used by multiple companies. A DJ Intelligence Subscriber is permitted to Link to their DJ Intelligence account tools from multiple websites and URLs, provided that such websites and URLs are all owned by the DJ Intelligence Subscriber. DJ Intelligence Subscriber is not permitted to rent, lease, license, sell, re-sell all or any part of their DJ Intelligence account services. Usage of DJ Intelligence Account is limited to Subscriber and Subscriber's prospective and booked clients only. DJ Intelligence Subscriber may not allow access to their account by any other company, entity, or prospective or booked client of such other company or entity.

7. Licenses and Use of Marks:

We grant you a non-exclusive, non-transferable, revocable right to use our logos, trade names, trademarks, service marks and similar identifying material relating to us (collectively, the "Marks") solely as related to promotion of the Private-Labeled Website. You may use the Marks to display the Links on your web site only while you are participating as a DJ Intelligence Subscriber. You may not alter, modify, or change the Marks in any way. You are only entitled to use the Marks as set forth in this Agreement while you are a DJ Intelligence Subscriber in good standing. We expressly reserve all right, title and interest in the Marks not expressly granted in this Agreement. Your license to use the Marks may be revoked at any time for any reason by us. Nothing in this agreement provides for the transfer of ownership in any DJ Intelligence intellectual property right.

You grant to us a limited, non-exclusive, license to utilize your trade names, trademarks, and service marks (collectively the "DJ Intelligence Subscriber Trademarks") to advertise, market, promote, and publicize in any manner our rights hereunder and the Private-Labeled Website. This license and the use of Marks by both parties shall terminate upon the termination of this Agreement. DJ Intelligence reserves the right to display a copyright link at the bottom of every private-labeled web page.

8. Policies and Pricing:

If we change our policies and operating procedures, we will post any and all changes on our web site. Prices are subject to change at anytime without notice. Any pricing changes will be posted on our web site.

9. Compliance with Laws:

You are solely responsible for ensuring that your web site and all content thereon strictly complies with all applicable laws and regulations including, without limitation, all applicable copyright, trademark and export laws. We have the right in our sole discretion to monitor your web site at any time, and from time to time, to determine if you are in compliance with the terms of this Agreement. We may immediately terminate this Agreement if in our sole discretion you are not in compliance with the terms of this Agreement.

You may not use the Private-Labeled Website in such as way as to condone or encourage terrorism, promote or provide pirated Software, or any other form of illegal or damaging activity.

10. Modification:

In our sole discretion, we may modify the terms and conditions contained in this Agreement at any time. Any and all changes will be noticed and posted on our web site. Modifications may include, but are not limited to, terms, features, or pricing. You agree that your continued participation in the Private-Labeled Website following such a modification will constitute your binding acceptance of the modification to this Agreement.

11. Relationship of Parties:

Nothing in this Agreement will create any partnership, joint venture, agency, franchise, representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your web site or otherwise, that reasonably would contradict any term contained in this Section.

12. Communication

Communication between DJ Intelligence and the DJ Intelligence Subscriber will take place online and via email. You agree to receive all official emails from DJ Intelligence and understand that as part of a subscription service, you can not opt-out of receiving such messages which are deemed vital to the DJ Intelligence-DJ Intelligence Subscriber relationship.

13. Representations and Warranties:

You hereby represent and warrant to us as follows: a.) You have full authority to bind yourself or the entity which you represent to the terms of this Agreement. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, written, valid, and binding obligation, enforceable against you in accordance with its terms. b.) The execution, delivery, and performance by you of this Agreement and the consummation by you of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate (i) any provision of law, rule, or regulation to which you are subject, (ii) any order, judgment, or decree applicable to you or binding upon your assets or properties, (iii) any provision of your by-laws or certificate of incorporation, or (iv) any agreement or other instrument applicable to you or binding upon your assets or properties. c.) You are the sole and exclusive owner of the DJ Intelligence Subscriber Trademarks and have the right and power to grant to us the license to use the same as set forth herein, and such grant does not and will not (i) breach, conflict with, or constitute a default under any agreement or other instrument applicable to you or binding upon your assets or properties, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity.

14. Disclaimers:

DJ INTELLIGENCE AND OUR SERVICES ARE OFFERED "AS IS." WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PRIVATE-LABELED WEBSITE (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF THE PRIVATE-LABELED WEBSITE WILL BE UNINTERRUPTED, ACCURATE, OR ERROR FREE. YOU EXPRESSLY AGREE THAT DJ INTELLIGENCE IS NOT LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS, INACCURACIES OR ERRORS.

15. Confidentiality:

a.) You acknowledge and agree that certain information disclosed to you by us constitutes Proprietary Information, including, without limitation, the terms of this Agreement, business and financial information, Visitor lists, technological information, customer and vendor lists, and pricing and sales information. The Proprietary Information shall remain the sole and exclusive property of DJ Intelligence and disclosure of the Proprietary Information to you does not confer to you any license, interest, or rights of any kind in or to the Proprietary Information, except as provided under this Agreement. You shall keep the Proprietary Information strictly confidential and secret and shall not use or disclose the same, directly or indirectly, for your own business purposes or for any other purpose except and solely for the purposes contemplated by this Agreement. You shall protect the Proprietary Information with the same degree of protection and care as you use to protect your own Proprietary Information, but in no event less than reasonable care. Notwithstanding the foregoing, you may disclose the Proprietary Information if required under applicable law. b.) With regard to Trade Secrets, your obligations in this Section shall continue for so long as such information constitutes a Trade Secret. With regard to Confidential Information, your obligations in this Section shall continue for the term of this Agreement and for a period thereafter until such information is made public, or is required to be disclosed to a government agency or court of law with competent jurisdiction. For the purposes of this Agreement, (i) "Proprietary Information" means Trade Secrets, Confidential Information, Graphic Designs and Source Codes; (ii) "Trade Secrets" means trade secrets as defined under Illinois law, as amended from time to time; and (iii) "Confidential Information" means information that is of value to us and is treated as confidential other than Trade Secrets.

You may not reverse engineer, disassemble, or create derivative works based on the Software for distribution or usage on or outside your web site.

16. LIMITATION OF LIABILITY:

NEITHER DJ INTELLIGENCE NOR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, OR OTHER REPRESENTATIVES SHALL BE LIABLE TO YOU OR TO YOUR VISITORS FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGE, LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, OR PUNITIVE DAMAGES RELATING IN ANY MANNER TO THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM OR ACTION, EVEN IF DJ INTELLIGENCE HAS BEEN NOTIFIED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES. OUR TOTAL LIABILITY RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM, SHALL NOT EXCEED THE SERVICE FEES UNDER THIS AGREEMENT. IF SERVICE IS INTERRUPTED FOR AN EXTENDED PERIOD OF TIME OR EXCESSIVE DATA IS LOST, DJ INTELLIGENCE, AT OUR SOLE DISCRETION, MAY CHOOSE TO CREDIT THE SUBSCRIBER'S ACCOUNT FOR TIME LOST. NO CASH REFUNDS ARE GIVEN UNDER ANY CIRCUMSTANCES.

17. Miscellaneous:

You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such a provision or any other provision of this Agreement. Headings of particular sections are inserted only for convenience and are not to be considered a part of this Agreement or be used to define, limit or construe the scope of any term of this Agreement. Should any term of this Agreement require judicial interpretation, the parties agree that the court interpreting or construing the same shall not apply a presumption that the terms of this Agreement shall be more strictly construed against one party than against another. Emails shall constitute written notice to the other party for all purposes of this Agreement.

18. Indemnification:

You hereby agree to defend, indemnify and hold harmless DJ Intelligence and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) resulting from any third party claim made or suit brought against DJ Intelligence, to the extent such results from any acts or omissions by you or your employees or agents, including, without limitation, (i) any claim that our use of your Trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any breach by you of the terms of this Agreement, or (iii) any claim related to your web site, including, without limitation, claims of trademark or copyright infringement, or libel.

19. Governing Law; Dispute Resolution:

This Agreement will be deemed to be made in, and governed by the laws of the United States and the State of Illinois, without reference to rules governing choice of laws. Any action relating to the subject matter of this Agreement regardless of the type of claim or action must be brought exclusively in the federal or state courts located in Cook County, Illinois. You irrevocably consent to personal jurisdiction and venue in such courts, and you agree that service of process may be effected by registered or certified mail.

20. Force Majeure:

Neither party shall be liable to the other or deemed to be in default hereunder for non-performance or delays due to fire, boycott, lockout, war, labor or civil disturbance, riots, acts of God, insurrection, government orders or regulations, or any other cause beyond the reasonable control of the party delayed or prevented from performing.

21. Entire Agreement:

This Agreement, together with all subsequent modifications, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all written or oral prior agreements or understandings with respect thereto. This Agreement shall be considered to be "signed in writing" when you click on the "Continue" button on the Sign Up web page, and deemed for all purposes (i) to have been "signed" and (ii) to constitute an "original" when printed from electronic files or records established and maintained in the normal course of business. The parties agree not to contest the validity or enforceability of this Agreement under the provisions of any applicable law requiring certain agreements are to be in writing or signed by the party to be bound thereby. In case any one or more of the provisions of this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. No course of dealing or usage of trade shall be used to modify the terms hereof. Any and all provisions, obligations and terms contained in this Agreement which by their nature or effect are required or intended to be observed, kept or performed after termination of this Agreement will survive the termination of this Agreement and remain binding upon and for the benefit of the parties, specifically the following provisions of this Agreement shall survive termination.

22. Independent Investigation:

You acknowledge that you have read this Agreement and agree to all its terms and conditions. You have independently evaluated the desirability of participating in the Private-Labeled Website and are not relying on any representation, guarantee, or statement by DJ Intelligence other than as set forth in this Agreement. Any inconsistencies, ambiguities, or conflicts in this Agreement shall not be strictly construed against DJ Intelligence, but shall be resolved according to its fair meaning. Violation of any such Terms of Service will result in immediate termination of services.