TERMS OF SERVICE

Introduction

This User Agreement and all policies and additional terms posted on and in our Sites, applications, and tools (collectively “Site”) set out the terms under which Capture 411 offers you access to and use of our Site. You agree to comply with all terms of this User Agreement when accessing or using our Site.

The entity you are contracting with is: Capture 411 LLC, P.O. Box 1074, Dumfries, VA 22026-9998. In this User Agreement, these entities are individually and collectively referred to as “you”, “we”, or “us”, or “our”

Please be advised that this User Agreement contains provisions that govern how claims you and we have against each other are resolved (see “Disclaimer of Warranties; Limitation of Liability” and “Legal Disputes” provisions below). It also contains an Agreement to Arbitrate which will, with limited exception, require you to submit claims you have against us or our agents to binding and final arbitration, unless you opt out of the Agreement to Arbitrate (see Legal Disputes, Section B [“Agreement to Arbitrate”]). If you do not opt out: (1) you will only be permitted to pursue claims against us or our agents on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding, and (2) you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.

Using Capture 411

In connection with using or accessing the Site you agree to comply with this User Agreement, our policies, our terms, and all applicable laws, rules, and regulations, and you will not:

• breach or circumvent any laws, regulations, third-party rights or our systems, Site, policies, or determinations of your account status;
• use our Site if you are not able to form legally binding contracts (for example, if you are under 18 years old), or are temporarily or indefinitely suspended from using our Site, or are a person with whom transactions are prohibited under economic or trade sanctions;
• take any action that may undermine the feedback or ratings systems (our Feedback policies);
• transfer your account and user ID to another party without our consent;
• share your log in credentials with any third parties. If you require that authorized third parties (employees, agents, etc.) have access to your account we offer a Multi-User Account Access program for that purpose.
• create listings, post, or upload inaccurate, incorrect, or inappropriate conduct on the Site;
• post false, inaccurate, misleading, deceptive, defamatory, libelous, or illegal content including but not limited to “for office use only” (FOUO) and classified documents of any kind;
• distribute viruses or any other technologies that may harm Capture 411, its users, or the interests or property of users;
• use any robot, spider, scraper, data mining tools, data gathering and extraction tools, or other automated means to access our Site for any purpose, except with the prior express permission of Capture 411;
• interfere with the functioning of our Site, such as by imposing an unreasonable or disproportionately large load on our infrastructure;
• export or re-export any Capture 411 application or tool, except in compliance with the export control laws, and rules and policies of any relevant jurisdictions;
• infringe the copyright, trademark, patent, publicity, moral, database, and/or other intellectual property rights (collectively, “Intellectual Property Rights”) that belong to or are licensed to Capture 411. Some, but not all, actions that may constitute infringement are reproducing, performing, displaying, distributing, copying, reverse engineering, decompiling, disassembling, or preparing derivative works from content that belongs to Capture 411 or someone else;
• infringe any Intellectual Property Rights that belong to third parties affected by your use of our Site or post content that does not belong to you;
• commercialize any Capture 411 application or any information, data, or software associated with such application, except with the prior express permission of Capture 411; or
• harvest or otherwise collect or use information about users without their consent;
• provide any information to our Site that you do not have authorization or legal authority to add to our Site, provided public information may be posted to the Site without authorization;
• post any classified information on our Site.

If we believe you are violating this User Agreement or any of our policies, or abusing Capture 411 and/or our Site in any way, we may, in our sole discretion and without limiting other remedies, limit, suspend, or terminate your user account(s) and access to our Site, delay or remove hosted content, remove any special status associated with your account(s), remove and/or not display your contributions, reduce or eliminate any discounts, and take technical and/or legal steps to prevent you from using our Site.

If we believe you are violating our policies, you may be subject to a range of actions, including suspension of your account, and recovery of expenses for policy monitoring and enforcement.

We may cancel unconfirmed accounts or accounts that have been inactive for a substantial period of time. Additionally, we reserve the right to refuse, modify, or terminate all or part of our Site to anyone for any reason at our discretion.

Policy Enforcement

When an issue arises, we may consider the user’s performance history and the specific circumstances in applying our policies. We may choose to be more lenient with policy enforcement in an effort to do the right thing users and contributors. The foregoing does not limit or impair our right to refuse, modify, or terminate all or part of our Site to anyone, or to terminate this agreement with anyone, for any reason at our discretion.

Contribution Conditions

When listing information on our Site, you agree to comply with Capture 411’s User Agreement and also agree that:

• You assume full responsibility for the information offered and the accuracy and content of the information,
• Your information may not be immediately searchable by keyword or category for several hours (or up to 24 hours in some circumstances),
• Capture 411 has the authority to authenticate the information placed on our Site and to remove any such information, at its sole discretion, if it believes the information should not be placed on the Site,
• Content that violates any of Capture 411’s policies may be modified, obfuscated, or deleted at Capture 411’s sole discretion,
• We may revise product data associated with listings to supplement, remove, or correct information, provided that doing so does not taint the authenticity of the information,
• We strive to create a marketplace where buyers find what they are looking for. Therefore, the appearance or placement of listings in search and browse results will depend on a variety of factors, including, but not limited to:
  • search query, browsing Site, and history,
• Capture 411’s duplicate information policy may also affect whether your information appears in search results. We don’t allow more than one person to upload identical information. This includes:
  • Uploading identical information in different categories or uploading identical information using different usernames,
  • Listings that aren’t significantly different, such as adding an inconsequential character in the opportunity title with the same (identical) documents associated to the opportunity.
• Artificial intelligence-based tools may be used to provide you with content; availability and accuracy of these tools and content are not guaranteed,
• You will not sell or post information that is prohibited by law or regulation. Capture 411 has no responsibility or liability for the listing of information prohibited by law or regulation. You will indemnify Capture 411 for any damages associated with a posting that is prohibited by law or regulation.
• Capture 411 reserves the right to change fee structure at any time. If the fee structure is changed a notification will be sent via email 30 days in advance of any change.
• Capture 411 pays contributors on a quarterly schedule. Capture 411 pays contributors 40% of the purchase price of sold opportunities less any promotions or discounts.
• You are not a Federal Government employee.

Purchase Conditions

When buying information using our Site, you agree that you are responsible for reading the full description before committing to buy.

Content

When you provide content to the Capture 411 database, you grant us a non- exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise any and all Intellectual Property Rights you have in that content in connection with our provision, expansion, and promotion of our Site, including development of new offerings as part of our Site, in any media known now or developed in the future. To the fullest extent permitted under applicable law, you waive your right to enforce your Intellectual Property Rights in that content against Capture 411, our assignees, our sublicensees, and their assignees in connection with our, those assignees’, and those sublicensees’ use of that content in connection with our provision, expansion, and promotion of our Site.

You represent and warrant that, for all such content you provide, you own or otherwise control all necessary rights to do so and to meet your obligations under this User Agreement. Capture 411 takes no responsibility and assumes no liability for any content provided by you or any third party.

The name “Capture 411” and other Capture 411 marks, logos, designs, and phrases that we use in connection with our Site are trademarks, service marks, or trade dress of Capture 411 in the U.S. and other countries. They may not be used without the express written prior permission of Capture 411.

Purchased Content

Once we have made purchased content available to you for download, we encourage you to download the content promptly after purchase. As a convenience to you we may continue to make your purchased content available for re-download through your Service account, but we do not guarantee that such content will be available for re-download and Capture 411 will not be liable to you if it becomes unavailable for further re- download.

Authorization to Contact You; Recording Calls; Analyzing Message Content

Capture 411 may contact you using autodialed or prerecorded calls and text messages, at any telephone number that you have provided us, to: (i) notify you regarding your account; (ii) troubleshoot problems with your account; (iii) resolve a dispute; (iv) collect a debt; (v) poll your opinions through surveys or questionnaires; or (vi) as otherwise necessary to service your account or enforce this User Agreement, our policies, applicable law, or any other agreement we may have with you. Capture 411 may also contact you using autodialed or prerecorded calls and text messages for marketing purposes (e.g., offers and promotions), if you consent to such communications. Our collection, use, disclosure, retention, and protection of your personal information is governed by our User Privacy Notice. As described in our User Privacy Notice, Capture 411 may collect other telephone numbers for you and may place manual non-marketing calls to any of those numbers and autodialed non-marketing calls to any landline. Standard telephone minute and text charges may apply and may include overage fees if you have exceeded your plan limits.

Capture 411 may share your telephone number with its authorized service providers as stated in our User Privacy Notice. These service providers may contact you using autodialed or prerecorded calls and text messages, only as authorized by Capture 411 to carry out the purposes identified above.

Capture 411 may, without further notice or warning and in its discretion, monitor or record telephone conversations you or anyone acting on your behalf has with Capture 411 or its agents for quality control and training purposes, or for its own protection.

Privacy of Others; Marketing

If Capture 411 provides you with information about another user, you agree you will use the information only for the purposes that it is provided to you. You may not disclose or distribute a user’s information to a third party for purposes unrelated to our Site. Additionally, you may not send marketing communications to users without their consent and in accordance with applicable laws.

Additional Terms

Payment Site

To receive payment for information sold using our Site, you must comply with the requirements to provide to Capture 411 Payment Entities information about you, your business, and the financial account you will use to receive payments.

If you are a buyer:

• You may pay for information and Site using the payment methods that the Capture 411 Payment Entities make available. When buying on our Site, you authorize the Capture 411 Payment Entity to initiate payments using your selected payment method and collect the transaction amounts.
• In certain instances, your transaction may be declined, frozen, or held for any reason including for suspected fraud in connection with Capture 411’s internal risk controls or due to potential violations of any policy of Capture 411 or the Capture 411 Payment Entity, or a policy of one of the Payment Entity’s third-party payment Site providers.
• Capture 411, the Capture 411 Payment Entity or its affiliates may save payment information, such as credit card or debit card numbers, and card expiration dates, entered by you on our Site when you make a purchase, redeem a coupon, or make any other transaction on our Site where card information is entered. Such stored payment information may be used as your default payment method for future transactions on our Site. At any time, you can update your card information or enter new card information, at which point the new card information shall be stored as your default payment method. You may make changes to your default payment method through the payment section in My Account. You are responsible for maintaining the accuracy of information we have on file, and you consent to Capture 411 updating such stored information from time to time based on information provided by you, your bank or other payments Site providers. You will only provide information about payment methods that you are authorized to use. By placing a payment method on file with us, you authorize Capture 411 Payment Entities to charge your payment method(s) for any and all amounts arising from your use of our Site, including charges to recover the proceeds of any fraud perpetrated by you, or charges necessary to recoup amounts refunded to you in error.
• If you are entitled to a refund, the Capture 411 Payment Entities will issue the refund if the Capture 411 Payment Entities processed the original payment. Refund timing may vary in accordance with the rules of third parties, such as credit and debit card networks.
• You agree to comply with, and not cause a third party to violate, all applicable laws, regulations, rules and terms and conditions in connection with the use of the Site provided by the Capture 411 Payment Entities. You understand that some third parties, such as credit and debit card issuers, credit and debit card networks and payments Site providers, may have their own terms and conditions for the payment or settlement methods you choose to use in connection with managed payments transactions. Failure to abide by third-party terms and conditions may result in fees assessed to you (for example, currency conversion fees from your credit card issuer if the transaction currency is different from your credit card currency) or other actions taken by such third parties, and you agree that the Capture 411 Payment Entity has no control over, or responsibility or liability for, such fees or actions.

Disclaimer of Warranties; Limitation of Liability

We try to keep our Site safe, secure, and functioning properly, but we cannot guarantee the continuous operation of or access to our Site.

You agree that you are making use of our Site at your own risk, and that they are being provided to you on an “AS IS” and “AS AVAILABLE” basis. Accordingly, to the extent permitted by applicable law, we exclude all express or implied warranties, terms and conditions including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

In addition, to the extent permitted by applicable law, in no event will Capture 411 be liable to you or any third party under any claim at law or in equity for any consequential damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, other intangible losses, or any special, indirect, or consequential damages), and all such damages or losses are expressly excluded by this User Agreement whether or not they were foreseeable or Capture 411 was advised of such damages or losses.

Without limiting the generality of the foregoing, we are not liable, and you agree not to hold us responsible, for any damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, other intangible losses, or any special, indirect, or consequential damages) resulting directly or indirectly from:

• the content you provide using our Site;
• your use of or your inability to use our Site;
• delays or disruptions in our Site;
• viruses or other malicious software obtained by accessing or linking to our Site;
• glitches, bugs, errors, or inaccuracies of any kind in our Site;
• damage to your hardware device from the use of any Capture 411 Site;
• the content, actions, or inactions of third parties;
• a suspension or other action taken with respect to your account;
• the duration or manner in which your content appears in search results; or
• your need to modify practices, content, or behavior, or your loss of or inability to do business, as a result of changes to this User Agreement or our policies.

Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you.

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRENTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

Release

If you have a dispute with one or more users, you release us and our respective officers, directors, employees, and agents) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release, you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

Indemnity

You will indemnify and hold us (including our officers, directors, employees, and agents) harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of your breach of this User Agreement, your improper use of our Site, or your breach of any law or the rights of a third party.

Legal Disputes

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS YOU AND CAPTURE 411 HAVE AGAINST EACH OTHER ARE RESOLVED.

In this Legal Disputes section, the term “related third parties” includes your and Capture 411’s respective affiliates, subsidiaries, parent companies, predecessors, successors, assigns, as well as your, Capture 411’s, and these entities’ respective employees and agents.

You and Capture 411 each agree that any and all claims or disputes at law or equity that has arisen, or may arise, between you and Capture 411 (or any related third parties) that relate in any way to or arise out of this or previous versions of this User Agreement, your use of or access to the Site, the actions of Capture 411 or its agents, or any information old, offered, or purchased through the Site, will be resolved in accordance with the provisions set forth in this Legal Disputes section.

Applicable Law

You agree that, except to the extent inconsistent with or preempted by federal law, the laws of the Commonwealth of Virginia without regard to principles of conflict of laws, will govern this User Agreement and any claim or dispute that has arisen or may arise between you and Capture 411, except as otherwise stated in this User Agreement.

Agreement to Arbitrate

You and Capture 411 each agree that any and all disputes or claims that have arisen, or may arise, between you and Capture 411 (or any related third parties) that relate in any way to or arise out of this or previous versions of the User Agreement, your use of or access to our Site, the actions of Capture 411 or its agents, or any information sold, offered, or purchased through our Site shall be resolved exclusively through final and binding arbitration, rather than in court, subject to any exemptions listed in this section.

The Federal Arbitration Act (“FAA”) and, to the extent not inconsistent with the FAA, the law of the Commonwealth of Virginia without regard to principles of conflict of laws govern the interpretation and enforcement of this Agreement to Arbitrate.

Exemption - Small Claims Court Claims

Notwithstanding the parties’ agreement to resolve all disputes through arbitration, either party may seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction and on an individual (non-class) basis only. If a party initiates an arbitration asserting a claim that falls within the jurisdiction of a small claims court, the other party may, in its discretion, require that the arbitration demand be withdrawn and that the claim be filed in small claims court.

Prohibition of Class and Representative Actions

YOU AND CAPTURE 411 AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, OR REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. UNLESS BOTH YOU AND CAPTURE 411 AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN ANY PERSON’S OR PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, CLASS, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING.

Judicial Forum for Legal Disputes

If the Agreement to Arbitrate above is found not to apply to you or to a particular claim or dispute, either as a result of your decision to opt out of the Agreement to Arbitrate or as a result of a decision by the arbitrator or a court order, you agree that any claim or dispute between you and Capture 411 will be resolved exclusively by a state or federal court located in Fairfax, Virginia. You and Capture 411 agree to submit exclusively to the personal jurisdiction of the courts located within Fairfax, Virginia for the purpose of litigating all such claims, disputes, or matters.

General

Except as otherwise provided in this User Agreement, if any provision of this User Agreement is held to be invalid, void or for any reason unenforceable, such provision shall be struck out and shall not affect the validity and enforceability of the remaining provisions. In our sole discretion, we may assign this User Agreement, and in such event, we will post notice on Capture411.com.

Headings are for reference purposes only and do not limit the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.

We may amend this User Agreement at any time by posting the amended terms on www.Capture411.com. Our right to amend the User Agreement includes the right to modify, add to, or remove terms in the User Agreement. When possible, we will provide you 30 days’ notice by posting the amended terms. Your continued access or use of our Site constitutes your acceptance of the amended terms. We may also ask you to acknowledge your acceptance of the User Agreement through an electronic click-through. This User Agreement may not otherwise be amended except through mutual agreement by you and a Capture 411 representative who intends to amend this User Agreement and is duly authorized to agree to such an amendment.

Without limiting Capture 411’s ability to refuse, modify, or terminate all or part of our Site, Capture 411 may also terminate this Agreement with anyone at any time for any reason, at our sole discretion, by giving notice of such termination.