Betterchips Consulting Corp. (“COMPANY” or “we” or “us” or “our”) is a cybersecurity and technology consulting firm and managed services provider located in Columbus, Ohio specializing in technical and compliance matters for attorneys and their clients.  COMPANY maintains the website “betterchips.com” and various related social media sites at LinkedIn, Facebook, Twitter and others (collectively the “SITES”).  The purpose of the SITES is to provide COMPANY’s visitors and customers with electronic access related to its products and services (“COMPANY SERVICES”).

COMPANY reserves the right, in its sole discretion and without any obligation, to change, delete or amend the information and functionality made available through the SITES, including any information posted or provided by visitors or customers, for the purpose of making improvements and/or correcting or updating the SITES as necessary.

For subscribers to COMPANY SERVICES, this TOS should be read in conjunction with the Master Services Agreement (“MSA”), incorporated herein by reference. Unless otherwise defined in this TOS, the terms defined within the MSA have the same meaning in all documents.

DISCLAIMER OF LIABILITY

To the maximum extent permitted by the law, COMPANY, members of its management, directors and/or any of its employees or agents:

• Assume no responsibility for anyone’s use of the SITES; and
• Shall not be held liable for any improper or incorrect use of the SITES; and
• Shall in no event be liable for any direct, indirect, incidental, special, exemplary or consequential damages however caused and on any theory of liability, whether in contract, strict liability or tort (including negligence or otherwise) arising in any way out of the use of the SITES.

The user(s) of the SITES described or contained therein, agrees to hold COMPANY, its management, directors and its employees or agents harmless from and against any loss, damage or liability arising from the use of SITES.

DISCLAIMER OF WARRANTIES

The SITES are provided “as is” and all warranties of any kind, expressed or implied are hereby disclaimed; including but not limited to fitness for a particular purpose, any implied warranties of merchantability, freedom from uninterrupted and error free service, freedom from contamination from computer viruses and non-infringement of proprietary rights.

DISCLAIMER FOR EXTERNAL LINKS

Certain content links within the SITES may direct to sources located on websites or servers maintained by third-parties over which COMPANY has no control.  COMPANY accepts no responsibility or liability for any material contained on those servers, including but not limited to the accuracy or legality of any information contained on those websites.  The existence of these external links does not constitute an endorsement by COMPANY or its representatives.  These links are provided for informational purposes only.  It is the responsibility of the user to evaluate the content, accuracy and usefulness of any information or services obtained from other websites.  COMPANY reserves the right to deny requests for links to third-parties to be added to the SITES or other publications.

INFORMATION AND MATERIALS SUBMITTED TO COMPANY

COMPANY does not claim ownership of any information or materials you provide, upload, post, submit or input to the SITES (“SUBMISSIONS”), unless otherwise provided under a written agreement with COMPANY or other terms and conditions included within the SITES.  SUBMISSIONS made in connection with the SITES may be visible to other customers, and similarly, the SUBMISSIONS of other customers may be visible to you.  COMPANY does not take any responsibility for the accuracy, sensitivity, value, appropriateness, or nature of SUBMISSIONS as they may be received or interpreted by other users.  Unless otherwise agreed upon by COMPANY, by providing your SUBMISSIONS, you grant COMPANY permission to use your SUBMISSIONS, without compensation, citation or limitation, in connection with its operations including the rights to: copy, transmit, distribute, edit, reproduce, reformat and translate your SUBMISSIONS; including but not limited to use in the performance of its services.  By creating a Submission, you are warranting that the submission is accurate and you own all rights to the content of the Submission and the right to grant COMPANY permission to use the SUBMISSION(S).  You further agree to hold harmless COMPANY, its directors, officers, employees and agents against all claims of any intellectual property infringement related to your SUBMISSION(S).

USERS AND ASSOCIATED USERS

The SITES may provide an account creation process intended for use by COMPANY customers, affiliates, applicants or other users.  Creation of an account may require an existing COMPANY service contract and is acknowledgement that the user has permission of the customer named on the service contract for the creation of the associated account.  Use of the SITES by such any associated account is acknowledgement by the customer and the user that each is responsible for the activities of such users, including any related fees.

BILLING TRANSACTIONS

The SITES may offer functionality which may allow for users to submit billable requests or make purchases which may result in fees being billed to the COMPANY customer account associated with the user, or to billing information submitted at the time of a use or through a transaction.  By using the SITES, all customers and users agree to be responsible for payments associated with these transactions.

AUTOMATED COMMUNICATIONS

Various features provided by the SITES may provide automated notifications in the form of emails, text messages and/or push notifications.  Use of the SITES is acknowledgement that you permit COMPANY to transmit these automated notifications and that COMPANY is not responsible for any fees incurred as a result of receiving these notifications.

CONDUCT

You agree not to use the SITES provided by COMPANY to:

• Upload, submit, post or otherwise transmit content that is unlawful, defamatory, abusive, threatening, libelous, tortuous, harassing, vulgar, pornographic, obscene or otherwise indecent, or that could constitute or encourage conduct that could be considered a criminal offense, give rise to civil liability or otherwise violate any law;
• Upload, submit, post or otherwise transmit content that infringes or otherwise violates the rights of any third-party; including without limitation privacy rights and proprietary rights;
• Upload, submit, post or otherwise transmit content that contains viruses, intentionally corrupted files or any other similar software or programs that may cause harm the operation of another’s computer;
• Upload, submit, post or otherwise transmit content that is of consistently poor quality or that is deemed inappropriate as determined by the sole discretion of COMPANY;
• Attempt to access the content of other users of the SITES;
• Falsely represent the quality of any website content;
• Advertise or offer to sell any goods or services for any commercial purpose;
• Display, conduct or forward surveys, contests, pyramid schemes, “spam” or chain letters;
• Impersonate or otherwise misrepresent your affiliation with any other person or entity;
• Delete or falsify any attributions, legends or other proprietary designations of the origin or source of website content or content you provide;
• Harm minors;
• Harass or stalk another individual;
• Store or collect personal data about other persons or entities that have provided content or use the SITES; or
• Violate any applicable federal, state, local or international law or regulation.

You further agree that you will not use any spider, robot or other automated device or program, methodology or algorithm having similar processes or functionality, or any manual process to copy or monitor any pages or data from the SITES without prior written approval by COMPANY.

THIRD-PARTY PRODUCTS AND SERVICES

Through the use of the SITES, COMPANY or its representatives may make recommendations for third-party products and/or services.  These recommendations are an opinion and suggestion and do not necessarily indicate an endorsement of these products and/or services by COMPANY, its subsidiaries and affiliates, its directors, officers, employees, agents, shareholders, partners, and other customers.  COMPANY recommends that you always research products and/or services before purchasing and is not responsible for any outcome(s) should you decide to purchase third-party products and/or services recommended by COMPANY or its representatives.

PAYMENT AUTHORIZATION

If applicable, by providing a credit card or other payment method accepted by COMPANY (“Payment Method”), you are expressly agreeing that COMPANY is authorized to charge to the Payment Method any fees for your use of the SITES or the underlying or associated services, together with any applicable taxes.

You agree that authorizations to charge your Payment Method remains in effect until you cancel it in writing, and you agree to notify COMPANY of any changes to your Payment Method.  You certify that you are an authorized user of the Payment Method and will not dispute charges for the SITES or the underlying or associated services, or applicable taxes.

You acknowledge and agree that fees for the SITES, if applicable, are subject to change and may increase.

NO PROFESSIONAL ADVICE

Information received via the COMPANY SITES, email, servers and other sources controlled by COMPANY should not be relied upon for legal, financial or personal decisions.

PRIVACY POLICY

COMPANY maintains a Privacy Policy (“POLICY”) which is accessible via the SITES and is hereby incorporated into this TOS by reference.

COPYRIGHTS

No copyrighted material may be downloaded, reused, copied, distributed, modified, transferred, reposted, reproduced, displayed, transmitted, disseminated, published, broadcast, sold, circulated or otherwise used without expressly stated permission, either in such materials or within this notice, without the express written permission of COMPANY.

Materials provided by COMPANY may be copied and distributed only for use related to the SITES provided by COMPANY and not for commercial purposes.  Materials copied must remain unchanged and contain the following notice in a clearly visible location: “Copyright © Betterchips Consulting Corp.”  This permission to copy and distribute materials does not extend to materials owned by other content providers that appear through use of the SITES or that are provided or referenced through the SITES.

Reproduction, distribution or copying any materials on the SITES for commercial purposes is strictly prohibited without the express written permission of COMPANY.  To request permission to use these materials in a manner which is otherwise prohibited by the terms of this section, please contact legal@betterchips.com.

TRADEMARK INFORMATION

COMPANY holds certain registered service marks and prominently displays these service marks on its SITES or through the underlying or associated services.  Use of any of these service marks is prohibited without written permission from COMPANY.  Third party trademarks, service marks, logos and trade names appearing on the SITES or through the underlying or associated services are the property of their respective owners.

ASSIGNMENT

COMPANY may assign its rights under this Terms of Service to any party without your consent.  This Terms of Service shall inure to the benefit of the COMPANY, its successors and assigns.  You may not assign, convey, subcontract or delegate your rights, duties or obligations hereunder.

OTHER

In the event of any conflict between the legal information in this document and specific terms and conditions contained within a separate document, the specific terms and conditions shall prevail.

Any dispute regarding use of the SITES and its privacy and/or use policies shall be governed by and construed in accordance with the laws of the State of Ohio (without regard to conflict of law principles).  Any legal proceedings arising out of or in connection with this Terms of Service shall be brought solely to the court of competent jurisdiction located in Franklin County, Ohio.  The user expressly submits to this exclusive jurisdiction and venue of said courts and consents to extraterritorial service of process.  The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

Should any part of this Terms of Service be held invalid or unenforceable by a court, that portion shall be construed consistent with the applicable law and the remaining portions shall remain in full force and effect.

QUESTIONS?

Please direct questions regarding this Terms of Service or other practices of the SITES or underlying or associated services to COMPANY by using the contact information below:

Betterchips Consulting Corp.
PO Box 1286
Columbus, Ohio 43026
Email: legal@betterchips.com