Effective Date February 28, 2024
BY ACCEPTING THESE TERMS, EITHER BY NAVIGATING AROUND THE SITE, OR BY EXECUTING AN ORDER FORM THAT REFERENCES THESE TERMS, YOU REPRESENT THAT YOU AGREE WITH THESE TERMS. IF YOU DO NOT AGREE TO ACCEPT THESE TERMS YOU MUST NOT USE THE THIS WEBSITE.
1. Definitions.
1.1 "BGO," "We," "Us" or "Our" means I.Q. Data Systems dba Backgrounds Online or its subsidiaries, including the BGO company(s) providing services to you, as applicable.
1.2 "Site" means the website located at www.backgroundsonline.com and any and all content, software, data, information and materials contained therein and transactions completed thereon.
1.3 "Third Party Content" means certain third party analysis, content, tools, features, materials, websites, services or advertisements which BGO makes available on or through this Site, or to which BGO links on any Site.
2. Binding Terms.
2.1 The Website Terms and Conditions of Use ("Terms") sets forth the terms and conditions which govern your access to and use of the Site. The Terms sets forth the entire, final and exclusive agreement between BGO and you with respect to your use of, and access to, the Site, and supersedes all previous oral and written terms, representations, or understandings concerning your use of, and access to, this Site.
2.2 BGO shall not provide any services or provide any benefit to the extent that the provision of such services or benefit would violate applicable law or expose BGO or its affiliates to any sanction, prohibition or restriction under UN Security Council Resolutions or under other trade or economic sanctions, laws or regulations.
2.3 By using the Site, you agree that BGO may collect, use, and disclose information to its service providers which support the functionality of the Site, or otherwise provide services to BGO. This includes any viewing history of videos, chat transcripts, or analytics data collection and processing.
2.4 By using the Site, you agree to transact electronically through the Site. You agree that your electronic signature is the legal equivalent of your manual signature. You further agree that your use of a key pad, mouse or other device to select an item, button, icon or similar act/action, constitutes your signature as if actually signed by you in writing. You also agree that no certification authority or other third party verification is necessary to validate your electronic signature, and the lack of such certification or third party verification will not in any way affect the enforceability of your electronic signature.
2.5 By providing your telephone number, you are providing express written consent to receive communications from BGO, (including its affiliates, agents, service providers, and affiliates for the purposes of defined above) for any purpose, including but not limited to marketing various services from both BGO and companies BGO has joint marketing agreements with. Additionally, you agree to receive communications from BGO regarding any service, and any information you may have obtained via your use of the Site. You agree that these communications include, but are not limited to, the use of an Automated Telephone Dialing System, prerecorded and/or artificial voice, SMS, MMS, text, fax, email or other similar means, regardless of whether your phone number is registered on a state or federal Do Not Call list. You agree that BGO is not responsible for any charges to you regarding these communications. Standard voice and data rates may apply. Further, you understand that you do not need to provide this consent to call as a condition to receive any good or service, in which case you will not provide your phone number.
3. Our Proprietary Rights.
3.1 As between BGO and you, and subject to your right, title and interest in data you submit through this Site or otherwise provide or submit to BGO, BGO owns all right, title and interest in and to the Site, including all related intellectual property rights subsisting therein. Subject to the limited rights expressly granted hereunder, BGO reserves all rights, title and interest in and to the Site, including all related intellectual property rights subsisting therein. We grant no rights to you hereunder other than as expressly set forth herein. This Site and all materials and information published thereon are protected by U.S. and foreign copyright and other intellectual property laws. You agree to protect the proprietary rights of BGO and to comply with all reasonable written requests made by BGO or its third party licensors to protect their and others' rights in the Site and materials and content made available on or through the Site.
3.2
4. Terms Applicable to Purchases on the Site
Prior to the purchase of any services on our Site, unless you pay through an alternative payment method that we accept on the Site, you must provide a valid credit card number and associated payment information, including all of the following: (i) your name as it appears on the credit card; (ii) your credit card number; (iii) the credit card type; (iv) the date of expiration; and (v) any activation numbers or codes needed to charge your credit card. By submitting that information to us, you hereby agree that you authorize us to charge your card at our convenience but within thirty (30) days of credit card authorization. For each purchase made on the Site, you agree to pay the price applicable (including any sales taxes, surcharges and any delivery fees for the delivery service you select) as of the time you submitted the order. We or our payment processer will automatically bill your credit card or other form of payment submitted as part of the order process for such price.
5. Restrictions on Use.
5.1 Except as otherwise expressly provided in these Terms or on the Site, you may not download, modify, copy, reproduce, republish, post, resell, upload, transmit or distribute any materials or content, including without limitation any report generated through BGO Market Information function (such as the Ratings by Layer report), or any portion thereof from or linked to the Site, except with the express written consent of BGO or its third party licensors.
5.2 In addition, you agree not to:
(a) Use or access the Site for any purpose that is unlawful or prohibited by the Terms or display, transmit or otherwise make available on or through the Site material that is infringing, threatening, harassing, libelous, hateful, racially or ethnically objectionable, unlawful, tortious, harmful to children, invasive of another's privacy or violative of third party privacy rights;
(b) Reverse engineer, decompile, modify, or create derivative works from any software or materials accessible by or on the Site;
(c) Frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of BGO without express written consent;
(d) Make any commercial or non-fair use of the copyrights, trademarks, logos, symbols, or any other mark, device, or commercial identifier of BGO or any of our third party licensors without the express written consent of BGO;
(e) Use or access the Site in a manner that could damage, disable, overburden, or impair any BGO server or the networks connected to any BGO server;
(f) Interfere with any third party's use and enjoyment of the Site;
(g) Attempt to gain unauthorized access to the Site, accounts, computer systems, or networks connected to any BGO server through hacking, password mining, or any other means;
(h) Sublicense any license granted in or to materials on the Site (whether or not any of such acts are for commercial gain or advantage); or
(i) Access the Site in order to build a competitive product or service, or copy any features, functions or graphics of the Sites.
6. Your Responsibilities.
You shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all content and data submitted to or published via the Site by you; (ii) comply with all applicable laws (including but not limited to export laws) in using the Site; and (iii) use the Site solely in accordance with any online user guides or instructions made available on or through the Site. You shall not disclose or share any ID(s) and password(s) used to access this Site. You are responsible for all activity that occurs under your ID(s) and password(s).
7. Links And Third Party Information.
7.1 Third Party Content is not maintained or controlled by BGO, and as a matter of policy, BGO does not independently verify, prescreen or monitor any such Third Party Content. While we believe the Third Party Content is from reliable third party sources, we are not responsible for the availability, content, completeness, adequacy, utility or accuracy of such Third Party Content. BGO does not make any endorsement, express or implied, of any Third Party Content.
7.2 Certain Third Party Content is subject to additional specific terms and conditions which can be found in Additional Terms and in applicable areas of the Site and websites linked to this Site. You acknowledge and agree that your use of such Third Party Content is subject to all these terms.
7.3 Site features that interoperate with Third Party Content depend on the continuing availability of such third party services and materials for use with the Site. If the third party providers of such services or materials cease to make the services or materials available on reasonable terms for the Sites, we may cease providing such Site features.
8. Disclaimers and Limits of Liability.
8.1 The information contained in this Site provides only a general overview of subjects covered, is not intended to be taken as advice regarding any individual situation and should not be relied upon as such. BGO cannot provide any assurance that any products that can be obtained via the Site are suitable for a particular purpose.
8.2 THE SITE AND THE INFORMATION AND DATA ON THE SITE ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
8.3 BGO SHALL NOT BE LIABLE FOR ANY DIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST REVENUES OR LOST PROFITS, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSSES AND BASED ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SITE, SERVICES, OR ANY INFORMATION OR SERVICE ON A LINKED WEBSITE. Some jurisdictions do not allow the limitation or exclusion of certain implied warranties, liability, incidental or consequential damages, so certain provisions of these Terms may not apply to you.
9. Indemnification.
9.1 We shall defend you against any claim, demand, suit, or proceeding ("Claim") made or brought against You by a third party alleging that the use of the Site as permitted hereunder infringes or misappropriates the intellectual property rights of a third party, and shall indemnify You for any damages finally awarded against, and for reasonable attorney's fees incurred by, you in connection with any such Claim; provided, that you (a) promptly give us written notice of the Claim; (b) give us sole control of the defense and settlement of the Claim (provided that We may not settle any Claim unless the settlement unconditionally releases You of all liability); and (c) provide to us all reasonable assistance, at Our expense.
9.2 You shall defend us against any claim made or brought against us by a third party alleging that your use of the Site in violation of these Terms, or the data or information you submit through the Site, infringes or misappropriates the intellectual property rights of a third party or violates applicable law, and shall indemnify us for any damages finally awarded against, and for reasonable attorney's fees incurred by, us in connection with any such Claim; provided, that we: (a) promptly give you written notice of the Claim; (b) give you sole control of the defense and settlement of the Claim (provided that you may not settle any Claim unless the settlement unconditionally release us of all liability); and (c) provide to you all reasonable assistance, at our expense.
9.3 This Section 9 (Indemnification) states the indemnifying party's sole liability to, and the indemnified party's exclusive remedy against, the other party for any type of Claim described in this Section.
10. Changes to Terms.
BGO reserves the right to make changes, modifications, amendments, and/or updates to this Site and the Terms. When these changes are made, we will make a new copy of the Terms available on this Site. Changes to the Terms shall be effective when posted. You understand and agree that continued use of the Site after the Terms has changed will be treated as your acceptance of the updated Terms.
11. Termination.
We may terminate Your access to and use of the Site at any time with or without cause. Sections 3 (Our Proprietary Rights), 7 (Links and Third Party Information), 8 (Disclaimers and Limits of Liability), 9 (Indemnification), 13 (Governing Law) and 18 (Miscellaneous) shall survive any termination or expiration of these Terms.
12. Sanctions and Export Controls.
This license agreement is expressly made subject to any laws, regulations, orders or other restrictions which may be imposed by the Government of the United States of America on the transaction of business activities with certain countries or nationals or residents of certain countries. Sites are not available through BGO to any Restricted Entity (as defined below). You represent and warrant that neither you nor your organization is a Restricted Entity nor are you or your organization using the Sites on behalf of or for the benefit of a Restricted Entity. "Restricted Entity" shall mean any individual or organization owned or controlled by, or acting as an agent for, any person or entity with whom a U.S. citizen, national, or company organized under the laws of or operating in the U.S. is prohibited from engaging in transactions by U.S. laws, including without limitation, a person on the Specially Designated Nationals List published by the U.S. Department of the Treasury's Office of Foreign Assets Control.
13. Governing Law.
These Terms shall be governed by the laws of the State of California, without reference to the principles of conflicts of laws thereof. You agree that the United Nations Convention on Contracts for the International Sale of Goods (1980) and Uniform Computer Information Transactions Act (UCITA), as adopted by any state, are specifically excluded from application to these Terms.
14. Agent For Notice of Claimed Copyright Infringement.
BGO respects the intellectual property rights of authors. To assist copyright owners, BGO has appointed an agent to receive notifications of claims or allegations of copyright infringement regarding materials available or accessible on, through, or in connection with the Site. Any person authorized to act for a copyright owner may notify us of such claims by contacting us in writing at the following address:
Director of Compliance
Backgrounds Online
1915 21st Street
Sacramento, CA 95811
15. Injunctive Relief.
You acknowledge and agree that any violation of the Terms relating to the disclosure, use, copying, distribution, display or publishing of the content made available through the Site by us or by third party licensors, including any software licensed hereunder, may result in irreparable injury and damage to BGO or its licensors that may not be adequately compensable in money damages, and for which BGO will have no adequate remedy at law. You, therefore, consent and agree that BGO may obtain injunctions, orders, or decrees as may be reasonably necessary to ensure compliance with these Terms. You hereby waive any requirement of the posting of a bond that may apply for issuance of any injunctions, orders, or decrees.
16. Arbitration; Venue
PLEASE READ THIS SECTION CAREFULLY - IT AFFECTS YOUR LEGAL RIGHTS AND GOVERNS HOW YOU AND BGO CAN BRING CLAIMS AGAINST EACH OTHER. THIS SECTION WILL, WITH LIMITED EXCEPTION, REQUIRE YOU AND BGO TO SUBMIT CLAIMS AGAINST EACH OTHER TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS. THIS MEANS THAT YOU WILL NOT BE ABLE TO BRING A CLASS, COLLECTIVE, OR REPRESENTATIVE LAWSUIT IN A COURT OF LAW BEFORE A JUDGE OR JURY CONCERNING ANY DISPUTE THAT MAY ARISE WHICH IS COVERED BY THE ARBITRATION TERMS AND ARE INSTEAD AGREEING TO SUBMIT ANY SUCH DISPUTE SOLELY ON YOUR OWN BEHALF TO AN IMPARTIAL ARBITRATOR.
16.1 Terms to Arbitrate
You and BGO mutually agree to forego the delay and expense of using a court of law and choose instead to benefit from the speedy, economical, and impartial dispute resolution procedure of using binding arbitration for any “Covered Claims” (as defined below) that arise between You and BGO, its related and affiliated companies, and/or any current or former employee, officer, or director of BGO or any related or affiliated company. You and BGO agree that this Arbitration and Class Action Waiver is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq., and will survive even after these Terms and Conditions (‘Terms’) and any Sites terminate. Any revision to or termination of the Terms that modify or terminate this Arbitration and Class Action Waiver shall not apply to a pending arbitration, to any claim that accrued prior to the modification or termination, or to any claim that the asserting party knew about prior to the modification or termination, except as may be required by applicable law.
16.2 Claims Subject to Arbitration
16.2.1 Other than the exceptions in the “Excluded Claims” Section below, the “Covered Claims” include any and all controversies, disputes, disagreements, and claims arising out of, or relating to, these Terms (including its enforcement, breach, performance, interpretation, validity, or termination), or Your access to and/or use of the Sites, or the provision of content, services, and/or technology on or through the Site to the fullest extent allowed by law.
16.3 Excluded Claims, Jurisdiction, and Venue
16.3.1 The Covered Claims do not include (and thus shall not require arbitration of) the following types of claims that will hereafter be referred to as “Excluded Claims”: (a) any claims that cannot be required to be arbitrated as a matter of law (including but not limited to claims by California residents under the California Private Attorney General Act of 2004 (“PAGA”), to the extent exclusion from arbitration is required by California law, and claims or charges that must be filed with a governmental administrative agency); (b) applications for provisional remedies, preliminary injunctions, and temporary restraining orders, including but not limited to those relating to actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; and (c) small claims actions demanding $10,000 or less brought on an individual basis and within a small claims court’s jurisdiction.
16.3.2 Any Excluded Claims arising out of, or related to, these Terms shall be instituted exclusively in the in the state and federal courts located in the City of Sacramento, California, which shall be the exclusive forum for such claims. You waive any and all objections to the exercise of jurisdiction over You by such courts and to venue in such courts.
16.3.3 In the event You or BGO choose to pursue arbitration of both Covered Claims and Excluded Claims and the other party objects, the Covered Claims must be arbitrated. In no event will Covered Claims be joined with Excluded Claims and litigated in court unless both parties agree to waive arbitration.
16.4 Class Action Waiver
16.4.1 Except as otherwise required under applicable law, You and BGO agree to arbitrate any Covered Claims only on an individual basis and hereby waive any right to bring, participate in, or receive money or any other relief from any representative, class, or collective proceeding (“Class Action Waiver”). No party may bring a claim on behalf of other individuals, and no arbitrator hearing any claim under these Terms may: (a) without the consent of all parties, combine more than one individual’s claim or claims into a single case; (b) order, require, participate in, or facilitate production of class-wide contact information or notification of others of potential claims; or (c) arbitrate any form of a class, collective, or representative proceeding. Further, You agree to not file a claim for arbitration which rests on substantially the same facts or issues of law that is subject to another arbitration proceeding against BGO. You agree to abide by any determinations of fact or law as a result of such prior arbitration.
16.5 Arbitrability Determinations
16.5.1 If a party violates the agreement to arbitrate by commencing an action asserting a Covered Claim in a court of law, then the court (and not an arbitrator) shall have the authority to resolve any disputes about the interpretation, formation, existence, enforceability, validity, and scope of this Arbitration and Class Action Waiver. If a party complies with the agreement to arbitrate and files for arbitration without filing a complaint in a court of law, then the arbitrator shall have the authority to resolve any disputes about the interpretation of this Arbitration and Class Action Waiver for purposes of discovery or the merits of the underlying claim, but shall have no authority to resolve any disputes about the formation, existence, enforceability, or validity of this Arbitration and Class Action Waiver, including the Class Action Waiver.
16.6 Arbitration Rules, Procedures, and Costs
16.6.1 To initiate arbitration, the party desiring to pursue a legal dispute must prepare a written demand setting forth the claim(s) and deliver the written demand within the applicable statute of limitations period by hand or first class mail to BGO representatives at 1915 21st Street, Sacramento, CA 95811. You and BGO agree that the arbitration shall be administered by the American Arbitration Association (“AAA”) before a single arbitrator mutually agreed upon by the parties, and if the parties cannot agree within thirty (30) days after names of potential arbitrators have been proposed, then by a single arbitrator who is chosen by AAA. Except to the extent that they are modified by the rules below, if You are an individual person, the AAA Consumer Arbitration Rules that are in effect at the time of the filing of the demand. Except to the extent that they are modified by the rules below, if You are not an individual person, but are an entity or company, the AAA Commercial Arbitration Rules that are in effect at the time of the filing of the demand will apply.
16.7 The parties agree that the applicable AAA rules are modified as follows:
16.7.1 Any arbitrator must be neutral as to all parties. Standards for the recusal of an arbitrator shall be the same standards under which trial judges are recused under California law.
16.7.2 No party is entitled to its attorneys’ fees, except as may be awarded in a matter authorized by and consistent with applicable law.
16.7.3 All discovery shall be subject to any and all objections available under FRCP 26(b). Each party shall avoid broad or widespread collection, search, and production of documents, including electronically stored information (“ESI”). If a compelling need is demonstrated by the requesting party, the production shall: (i) be narrowly tailored in scope; (ii) only come from sources that are reasonably accessible without undue burden or cost; and (iii) be produced in a searchable format, if possible without undue burden or cost, and which is usable by the receiving party and convenient and economical for the producing party. Where the costs and burdens of the requested discovery outweigh its likely benefit, considering the needs of the case, the amount in controversy, and the importance of the discovery in resolving the issues, the arbitrator shall deny such requests or order production on condition that the requesting party advance to the producing party the reasonable costs involved in making the production, subject to the allocation of costs in the final award.
16.7.4 The arbitrator shall have the authority to award the same damages and other relief that would have been available in court pursuant to the law governing the Covered Claim(s).
16.7.5 Either party shall have the right to file motions to dismiss and motions for summary judgment/adjudication.
16.7.6 The arbitrator shall have the authority to issue an award or partial award without conducting a hearing on the grounds that there is no claim on which relief can be granted or that there is no genuine issue of material fact to resolve at a hearing.
16.7.7 The Federal Rules of Evidence shall apply to all arbitration proceedings.
16.7.8 For discovery purposes only, an arbitrator may consolidate claims filed by multiple individuals, each on their own behalf, in a single arbitration proceeding, or may conduct a joint hearing for efficiency purposes, so long as the arbitrator does not (a) certify (conditionally or otherwise) a collective, class, or representative action that includes individuals who have not themselves already submitted their own individual claims, or (b) authorize the issuance of notice of the arbitration to individuals on the grounds that the arbitrator or any party believes there are other individuals who are similarly situated to or share commonality with a party to the arbitration.
16.7.9 The arbitrator must issue a decision in writing, setting forth in summary form the reasons for the arbitrator’s determination and the legal basis therefor.
16.7.10 The arbitrator’s authority shall be limited to deciding the case submitted by the parties to the arbitration. Therefore, no decision by any arbitrator shall serve as precedent in other arbitrations except to preclude the same claim from being re-arbitrated between the same parties.
16.7.11 The parties may settle any dispute on a mutual basis without involvement of the arbitrator.
16.7.12 If You initiate arbitration, You will pay the first $250, and BGO will pay all other filing, administrative, or hearing fees. If the BGO initiates arbitration, BGO will pay all filing, administrative, and hearing fees. Regardless of which party initiates arbitration, You will remain responsible for Your attorneys’ fees and costs unless the law governing the Covered Claim provides for an award of attorneys’ fees and costs and the arbitrator determines as part of the arbitration award that You may recover a certain amount of attorneys’ fees and costs.
16.8 If any term or condition in this Arbitration and Class Action Waiver is determined to be unenforceable or in conflict with a mandatory provision of applicable law, it shall be construed to incorporate any mandatory provision, or the unenforceable or conflicting term or condition shall be automatically severed and the remainder of this Arbitration and Class Action Waiver shall not be affected. Provided, however, that if the Class Action Waiver is found to be unenforceable, then any claim brought on a class, collective, or representative action basis shall be adjudicated exclusively in the state and federal courts located in the City of Sacramento, California, which shall be the exclusive forum for such claims. You waive any and all objections to the exercise of jurisdiction over You by such courts and to venue in such courts.
17. Limitation on Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SITE OR WEBSITES MUST BE COMMENCED WITHIN TWO (2) YEARS AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
18. Miscellaneous
18.1 We may assign our rights and obligations under these Terms, without notice, to: (a) any affiliate of BGO; or (b) any party or its affiliate acquiring all or substantially all of the assets or stock by merger or otherwise of BGO or any affiliate of BGO. These Terms may not be assigned by you without our prior written consent. Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms shall be deemed invalid, void, or for any reason unenforceable, that provision shall be deemed severable and shall not affect the validity and enforceability of any remaining provisions.
18.2 Questions or comments regarding the Site or the Terms should be directed to BGO at:
support@backgroundsonline.com
Or
1915 21st Street
Sacramento, CA 95811
