Terms of Service

Last Updated Jul. 21, 2009

By accessing, viewing, downloading, crawling, scraping or otherwise using InnerCircle or any webpage or feature available through www.InnerCircle.com (the “Site”), any information provided as part of the InnerCircle services, or any related emails, newsletters or services (hereinafter collectively “InnerCircle” or the “Services”), or by clicking “Create Account” during the registration process, you conclude a legally binding agreement with InnerCircle Inc., based on the terms of this InnerCircle User Agreement (“Agreement”) and become a InnerCircle user (“User”). If you do not want to become a User or you are unwilling or unable to be bound by the Agreement, do not conclude the Agreement, do NOT click “Create Account” and do not access, view, crawl, scrape, download or otherwise use InnerCircle, the Site, or Services.

By becoming a User, you acknowledge that you have read and understood the terms and conditions of this User Agreement and that you agree to be bound by all of its provisions.

1. Use Void Where Prohibited.

Use of the Site is void where prohibited.

2. Definitions.

a.  

A "User" is anyone who has accepted the terms of the Agreement and thereafter accesses, browses, crawls, scrapes, downloads from or in any way uses the Site.

b.  

The "Services" means the services and functionality made available to Users on the Site.

c.  

"Content" means information, text, comments, compilations, communications, images, photographs, graphics, audio, and videos.

d.  

"Your Content" means Content that you submit, post, transmit to the Site, or create during the use of the Site, including but not limited to the ratings, reviews, experience, questions, answers, events, and other information you display or create as part of your profile. Your Content does not include personally identifiable information that you submit when creating an account on the Site (which personal information is subject to our Privacy Policy).

e.  

"User Content" means the Content that any User of the Site may submit, post, or transmit to the Site, or create during the use of the Site, including but not limited to Your Content.

f.  

"InnerCircle Content" means Content that is created by InnerCircle and made available on the Site.

g.  

"Third Party Content" means Content that is made available on the Site by parties other than InnerCircle or the Users, including but not limited to data providers who license data to InnerCircle for use on the Site.

h.  

"Site Content" means all of the Content that is made available on the Site, including Your Content, User Content, Third Party Content, and InnerCircle Content.

3. Use of the Site.

Subject to the restrictions set forth herein, InnerCircle grants you permission to access and use the Services, including but not limited to the ability to: (a) search for local business and services, (b) read, write, and share reviews about local businesses, (c) announce local events, (d) read and answer questions posted by other Users, (e) ask questions of other Users, (f) send messages to other Users, (g) invite people you know to join InnerCircle, and (h) create and maintain a personal profile. More broadly speaking, the Site allows Users to submit, post, and transmit reviews, ratings, messages, invitations, commentary, photographs, questions, answers, profiles, and other types of User Content.

You will be exposed to User Content and Third Party Content. You understand that User Content and Third Party Content may be offensive, indecent, inaccurate, objectionable, or otherwise inappropriate. InnerCircle does not endorse User Content or Third Party Content, including but not limited to the opinions, recommendations, representations, questions, answers, or advice expressed therein.

4. Service Eligibility.

You represent and warrant that you (a) are not under the age of 18; (b) have not previously been suspended or removed from InnerCircle; (c) are not a direct competitor of InnerCircle; (d) do not have more than one InnerCircle account at any given time; and (e) that you have full power and authority to enter into this Agreement and in doing so will not violate any other agreement to which you are a party. In addition, you must provide all equipment and software necessary to connect to InnerCircle, including, but not limited to, if the Service contains a mobile element, a mobile hand set or other mobile access device that is in working order and suitable for use in connection with the Service and to use any part of the Service. If you access or use the Site on behalf of a company, entity, or organization, you represent and warrant that you are an authorized representative of such company, entity, or organization with the authority to bind it to the Terms of Service.

5. Changes to the Terms of Service or the Site.

The Terms of Service may be modified by InnerCircle at any time. When these changes are made, InnerCircle will notify you by making a new copy of the Terms of Service available on this page and will indicate at the top of this page the date these terms were last revised. Any such modification will be effective upon InnerCircle's posting of new Terms of Service. Your continued use of the Site after any posted modification to the Terms of Service indicates your acceptance of the modification. Unless expressly stated otherwise by InnerCircle, any new Services or Site Content implemented after your initial access to the Site shall be subject to the Terms of Service.

6. Licenses.

As part of this Agreement, you hereby grant InnerCircle, a worldwide, non-exclusive, fully paid-up, royalty-free, perpetual, irrevocable, fully sublicensable, and fully transferable license to copy, prepare derivative works of, improve, distribute, publish, remove, retain, add, use, commercialize, and otherwise exploit Your Content for any purpose in any way now known or in the future discovered, including without limitation promoting and redistributing part or all of the Site, without any further consent, notice and/or compensation to you or to any third parties. By submitting any information to us, you represent and warrant that such submission is accurate, is not confidential, and is not in violation of any contractual restrictions or other third party rights. You further agree to inform InnerCircle in the event that any such information has changed since your registration with InnerCircle and, if appropriate, you agree to make such modifications yourself to Your Content. You agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to Your Content.

7. User Accounts.

When you join InnerCircle you will create a unique user name and password. Keep your password confidential, do not use other Users’ accounts and do not let others use your account; you are responsible for anything that happens through your account. You agree to notify InnerCircle immediately of any unauthorized use of your account. You are prohibited from selling, trading or otherwise transferring your InnerCircle account or any information therein to another party or charging anyone for access to any portion of InnerCircle, or any information therein. InnerCircle reserves the right to close your account at any time for any or no reason. There are two types of accounts:

a.  

A "Personal Account" is an account for your personal, non-commercial use only, and may be used (among other things) to submit, post, and transmit User Content to and within the Site. In creating or updating a Personal Account, you must consider and decide, yourself, the extent to which you wish to reveal information about yourself to InnerCircle and its Users and you must not communicate to InnerCircle or its Users any information the dissemination of which could be harmful to you. You may not impersonate someone else, provide an email address that is not your own, or create multiple Personal Accounts.

b.  

A "Business Account" is an account for use on the Site as a representative of a business that is listed on the Site. In creating or updating a Business Account, you must be an authorized representative of the business in question, and you must provide complete and accurate information about yourself and the business you represent. You may not provide an email address that is not your own or create multiple Business Accounts for the same business.

For removal of doubt, A User can have at most one Personal Account and one or more Business Accounts provided that each Business Account is for a different business.

8. Indemnity.

You agree to indemnify InnerCircle and hold InnerCircle harmless from any damages, losses and costs (including, but not limited to, reasonable attorneys’ fees) related to third party claims, charges or investigations, caused by (a) your failure to comply with this Agreement, including, without limitation, your submission of User Content that violates third party rights or applicable laws, (b) any content you submit to InnerCircle or (c) any activity in which you engage on or through the InnerCircle.

9. Pay.

If you subscribe to any services or products that InnerCircle offers for a charge, you will pay the applicable fees (including, without limitation, monthly fees for premium listings or Services) as they become due plus all related taxes and reimburse us for any collection costs and interest for any overdue amounts.


10. Restrictions on Use.

As a condition to access InnerCircle, you agree to this User Agreement and to strictly observe the following DOs and DON’Ts:


DO

a.  

comply with all applicable laws, including, without limitation, tax laws, export control laws and regulatory requirements;

b.  

provide accurate information to us and update it as necessary;

c.  

review the Privacy Policy;

d.  

review and comply with notices sent by InnerCircle concerning InnerCircle;

DON’T

a.  

duplicate, license, sublicense, publish, broadcast, transmit, distribute, perform, display, sell, rebrand, otherwise transfer or commercially exploit InnerCircle except as permitted in the User Agreement;

b.  

reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying intellectual property used to provide InnerCircle, or any part thereof;

c.  

access, retrieve or index any portion of the Site for purposes of constructing or populating a searchable database of business reviews;

d.  

include information in your profile which reveals your identity such as an email address, phone number or address or is confidential in nature;

e.  

utilize information, content or any data you view on and/or obtain from InnerCircle to provide any service that is competitive, in InnerCircle’s sole discretion, with InnerCircle;

f.  

imply or state, directly or indirectly, that you are affiliated with or endorsed by InnerCircle unless you have entered in to a written agreement with InnerCircle;

g.  

use the Site in a manner that creates the appearance of a conflict of interest, including trading reviews with other business owners and writing or soliciting shill reviews;

h.  

adapt, modify or create derivative works based on InnerCircle or technology underlying the Services, or other Users’ content, in whole or part;

i.  

rent, lease, loan, trade, sell/re-sell access to InnerCircle or any information therein, or the equivalent, in whole or part;

j.  

deep-link to the Site for any purpose unless expressly authorized in writing by InnerCircle or for the purpose of promoting your profile, business listing, or group on InnerCircle;

k.  

access, reload or “refresh” or make any other request to transactional servers more than once during any three second interval;

l.  

use manual or automated software, devices, scripts robots, other means or processes to access, “scrape,” “crawl” or “spider” any web pages contained in the Site;

m.  

use automated methods to add contacts, send messages or other permitted activities;

n.  

access, via automated or manual means or processes, InnerCircle for purposes of monitoring its availability, performance or functionality or for any competitive purpose;

o.  

engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of InnerCircle’s website;

p.  

attempt to or actually access InnerCircle by any means other than through the interface(s) provided by InnerCircle;

q.  

attempt to or actually override any security component included in or underlying InnerCircle;

r.  

engage in any action that interferes with the proper working of or places an unreasonable load on our infrastructure, including but not limited to unsolicited communications, attempts to gain unauthorized access, or transmission or activation of computer viruses;

s.  

remove any copyright, trademark or other proprietary rights notices contained in or on InnerCircle, including those of both InnerCircle or any of its licensors;

t.  

remove, cover or otherwise obscure any form of advertisement included as part of InnerCircle;

u.  

use any information obtained from InnerCircle to harass, abuse or harm another person;

v.  

use the Site to transmit or post illegal materials, including material that is pornographic or obscene;

w.  

use the Site in connection with the solicitation of personal information from minors;

x.  

collect, use or transfer any information, including but not limited to, personally identifiable information obtained from InnerCircle except as expressly permitted in the User Agreement or the owner of such information may expressly permit;

y.  

interfere with or disrupt InnerCircle, including but not limited to any servers or networks connected to InnerCircle, or disobey any requirements, procedures, policies or regulations of networks connected to InnerCircle;

z.  

invite people with whom you have no prior relationship to join your network;

aa.  

use or attempt to use another's account without authorization from the Company, or create a false identity on InnerCircle;

bb.  

infringe or use InnerCircle’s brand, logos and/or trademarks, including, without limitation, using the word “InnerCircle” in any business name, email, or URL or including InnerCircle’s trademarks and logos on any website without authorization;

cc.  

upload, post, email, transmit or otherwise make available or initiate any User Content that:

i.  

falsely states, impersonates or otherwise misrepresents your identity, including but not limited to the use of a pseudonym, or misrepresenting your skills and experience, or your affiliations with a person, business, or entity, past or present;

ii.  

is unlawful, libelous, abusive, obscene, discriminatory or otherwise objectionable;

iii.  

includes telephone numbers, email addresses, street addresses or any personally identifiable information for which there is not a field provided by InnerCircle;

iv.  

includes information that you do not have the right to disclose or make available under any law or under contractual or fiduciary relationships (such as insider information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

v.  

violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;

vi.  

includes any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation. This prohibition includes but is not limited to (a) using InnerCircle invitations to send messages to people who don’t know you or who are unlikely to recognize you as a known contact; (b) using InnerCircle to connect to people who don’t know you and then sending unsolicited promotional messages to those direct connections without their permission; and (c) sending messages to distribution lists, newsgroup aliases, or group aliases.

vii.  

contains software viruses or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment of InnerCircle or any User of InnerCircle;

viii.  

forges headers or otherwise manipulate identifiers in order to disguise the origin of any communication transmitted through the Services; and/or

ix.  

adds to a content field content that is not intended for such field (i.e. submitting a telephone number in the “title” or any other field).

11. Responsibility for Your Content.

You are solely responsible for Your Content. You assume all risks associated with use of Your Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure by you of information in Your Content that makes you personally identifiable. You hereby affirm, represent, and warrant that you own, or have the necessary licenses, rights, consents, and permissions to use, and authorize InnerCircle to use, Your Content as described herein. You may not imply that Your Content is in any way sponsored or endorsed by InnerCircle.

Because you alone are responsible for Your Content, you may expose yourself to liability if, for example, Your Content violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; contains material that is false, intentionally misleading, or defamatory; contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; or violates or advocates the violation of any law or regulation.

12. Use of Your Content.

InnerCircle makes no representations that it will publish or otherwise use Your Content in any way. InnerCircle may or may not use Your Content in its sole discretion. You understand that InnerCircle does not guarantee any confidentiality with respect to Your Content. InnerCircle has no obligation to store or provide you with copies of Your Content.

InnerCircle reserves the right (but has no obligation) to remove or suppress User Content from the Site at its sole discretion for any or no reason and without notice or liability of any kind, including without limitation, the suppression or removal of User Content that InnerCircle deems untrustworthy or in violation of the Terms of Service or guidelines for reviews, photos, questions, answers, or groups.

InnerCircle and its licensees may display advertisements and other information adjacent to or included with Your Content on the Site. You agree that you are not entitled to any compensation for any such advertisements. The manner, mode and extent of such advertising are subject to change without specific notice to you.

13. Content Feeds.

InnerCircle makes some of the Site Content (the "Feed Content") available via Real Simple Syndication feeds (the "Feeds"). You may access and use the Feeds in order to display Feed Content on your personal computer, website, or blog, provided that (a) your use of the Feeds is for personal, non-commercial purposes only, (b) your display of the Feed Content links back to the relevant pages on the Site and attributes InnerCircle as the source of the Feed Content, (c) your use or display of the Feed Content does not suggest that InnerCircle promotes or endorses any third party causes, ideas, web sites, products or services, (d) you do not redistribute the Feed Content, and (f) your use of the Feeds does not overburden InnerCircle’s systems. InnerCircle reserves all rights in the Feed Content and may terminate the Feeds at any time.

14. Availability of Service.

InnerCircle reserves the right (but is under no obligation) to modify, update, or discontinue the Site or any of the Services at its sole discretion, at any time, for any or no reason, and without notice or liability.

15. Unauthorized Access.

InnerCircle reserves the right to exercise whatever lawful means it deems necessary to prevent unauthorized access to or use of the Site, including, but not limited to, technological barriers, IP mapping, and contacting your Internet Service Provider (ISP) regarding such unauthorized use.

16. Claims Regarding Copyright Infringement.

Pursuant to the Digital Millennium Copyright Act, 17 U.S.C. sec. 512, InnerCircle has designated an agent to receive notices of claimed copyright infringement. If you believe in good faith that your work has been copied in a way that constitutes copyright infringement, please provide InnerCircle’s Copyright Agent the following information:

1.  

An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;

2.  

A description of the copyrighted work that you claim has been infringed;

3.  

A description of where the material that you claim is infringing is located on the Site;

4.  

Your address, telephone number, and e-mail address;

5.  

A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

6.  

A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

InnerCircle’s Copyright Agent for Notice of claims of copyright infringement can be reached as follows: by e-mail at support@InnerCircle.com

Upon receipt of the written notification containing the information as outlined above:

a.  

InnerCircle may remove or disable access to the material that is alleged to be infringing;

b.  

InnerCircle may forward the written notification to such alleged infringer; and

c.  

InnerCircle may take reasonable steps to promptly notify the alleged infringer that it has removed or disabled access to the material.

Counter-Notification:

If the alleged infringer believes that a notice of copyright infringement has been wrongly filed against it and it would like to submit a counter-notification, it may file a Counter-Notification in Response to Claim of Copyright Infringement with InnerCircle’s Copyright Agent.

To be effective, a Counter-Notification must be a written communication provided to the Local’s Copyright Agent for Notice that includes the following information:

1.  

A physical or electronic signature of the alleged infringer;

2.  

Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;

3.  

A statement under penalty of perjury that the alleged infringer has a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and

4.  

The alleged infringer’s name, address, and telephone number, and a statement that the alleged infringer consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the alleged infringer’s address is outside of the United States, for any judicial district in which InnerCircle may be found, and that the alleged infringer will accept service of process from the person who provided notification or an agent of such person.

Upon receipt of a Counter-Notification containing the information as outlined in 1 through 4 above:

a.  

InnerCircle may promptly provide you with a copy of the Counter-Notification;

b.  

InnerCircle may inform you that it will replace the removed material or cease disabling access to it within ten (10) business days; and

c.  

InnerCircle may replace the removed material or cease disabling access to the material within ten (10) to fourteen (14) business days following receipt of the Counter-Notification, provided InnerCircle’s Copyright Agent for Notice has not received notice from you that an action has been filed seeking a court order to restrain User from engaging in infringing activity relating to the material on InnerCircle’s network or system.

You may want to seek the advice of independent legal counsel before filing a notification or counter-notification.

17. Procedure for Making Complaints Regarding Content

To notify InnerCircle of Content that infringes your rights (other than copyright violations) or is otherwise unlawful (“Specified Content”), you must send a notice to the InnerCircle Content Complaint Manager by e-mail and provide the following information:

1.  

Your name, address, telephone number, and e-mail address;

2.  

A description of the Specified Content that your claim either infringes your rights or is otherwise unlawful, specifying which parts of it you believe infringe your rights, or are unlawful, and which parts you believe should be removed;

3.  

A description of the exact location of the Specified Content on the Web Site;

4.  

(In the event you believe that the Specified Content infringes your rights): A statement specifying in detail the rights you assert, and why the Specified Content infringes them;

5.  

(In the event you believe that the Specified Content is otherwise unlawful): A statement specifying in detail which laws you believe are being breached, and why the Specified Content does so;

6.  

A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are damaged by the Specified Content or authorized to act on such person’s behalf; and

7.  

Your electronic signature (as appropriate).

When we receive a notice that complies with the above requirements, we will evaluate the information you provided (including, if appropriate, forwarding the notice to, or otherwise contacting the source of the Specified Content), and if appropriate in our judgment, remove or disable access to the Specified Content. In such case, we may notify the source of the Specified Content of your complaint and our action taken. In some cases, if the source of the Specified Content provides us with information indicating that the Specified Content has been removed wrongly, we may reinstate the Specified Content. Our take-down and re-instatement procedures are and remain at our sole discretion.

You may want to seek the advice of independent legal counsel before filing a notice or responding to a notice filed by someone else.

18. InnerCircle Content Complaint Manager

Contact information for InnerCircle’s Content Complaint Manager is as follows:

E-Mail: support@InnerCircle.com

19. Termination

InnerCircle reserves the right (but is under no obligation) to terminate or suspend your account or your ability to use the Site, in whole or in part, at InnerCircle's sole discretion, for any or no reason, and without notice or liability of any kind. Termination of your account may include: (i) removal of access to all offerings within the Services; (ii) deletion of your password and all related information, files and materials associated with or inside your account (or any part thereof), including Your Content; and (iii) barring of further use of the Services. You agree that InnerCircle shall not be liable to you or any third party for any termination of your account, or access to the Site, Services and Materials, including Your Content.

You may terminate the Terms of Service at any time by closing your account, discontinuing your use of any and all parts of the Site, and providing InnerCircle with a notice of termination.

The Terms of Service will continue to apply until terminated by either you or InnerCircle. Sections 6, 12, 16, 19, 20, 21, 22, 23, and 24 shall survive any termination of this Agreement.

20. Ownership.

InnerCircle owns the InnerCircle Content, including but not limited to visual interfaces, interactive features, graphics, design, compilation, computer code, products, software, aggregate user review ratings, and all other elements and components of the Site excluding User Content and Third Party Content. InnerCircle also owns the copyrights, trademarks, service marks, trade names, and other intellectual and proprietary rights (the "IP Rights") associated with the InnerCircle Content and the Site, which are protected by copyright, trade dress, patent, trademark laws and all other applicable intellectual and proprietary rights and laws. As such, you may not modify, reproduce, distribute, create derivative works of, publicly display or in any way exploit, any of the InnerCircle Content in whole or in part except as expressly authorized by InnerCircle. Except as expressly and unambiguously provided herein, InnerCircle does not grant you any express or implied rights, and all rights in and to the Site and the InnerCircle Content are retained by InnerCircle.

21. Third Parties.

The Site Content may include links to other websites (the "Third Party Sites"). InnerCircle does not control or endorse any Third Party Site, and you agree that InnerCircle is not responsible for the availability or contents of any Third Party Site.

The Site's mapping feature is powered by Google Inc. Your use of the mapping feature is governed by Google Inc.'s terms of use located at http://maps.google.com/help/terms_maps.html (or such other URL as may be updated by Google Inc.).

22. Business Data.

The business information displayed on the site, excluding user added content, is proprietary to Acxiom Corporation and is protected under U.S. copyright law and international treaty provisions. This information is licensed for your personal or professional use and may not be resold or provided to others. You may not distribute, sell, rent, sublicense, or lease such information, in whole or in part to any third party; and you will not make such Acxiom information available in whole or in part to any other user in any networked or time-sharing environment, or transfer the information in whole or in part to any computer other than the PC used to access this information.

23. Miscellaneous.

If there is any dispute about or involving the Site or InnerCircle, you agree that any such dispute will be governed by the laws of the State of California without regard to its conflict of law provisions. You agree to personal jurisdiction by and venue in the state and federal courts in San Francisco County, California.

No agency, partnership, joint venture, or employment is created as a result of the Terms of Service, and you do not have any authority of any kind to bind InnerCircle in any respect whatsoever.

The Terms of Service contain the entire agreement between you and InnerCircle regarding the use of the Site, and supersede any prior agreement between you and InnerCircle on such subject matter.

The failure of InnerCircle to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

If any provision of the Terms of Service is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the Terms of Service shall otherwise remain in full force and effect and enforceable.

The section titles in the Terms of Service are for convenience only and have no legal or contractual effect.

24. Disclaimers.

INNERCIRCLE SPECIFICALLY DISCLAIMS ALL LIABILITY RELATING TO YOUR USE OF THE SITE, SERVICES, AND SITE CONTENT. ACCESS TO, AND USE OF, THE SITE, SERVICES, AND SITE CONTENT ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING THEREFROM. INNERCIRCLE ASSUMES NO LIABILITY FOR ANY COMPUTER VIRUS OR SIMILAR CODE THAT IS DOWNLOADED TO YOUR COMPUTER FROM THE SITE OR IN CONNECTION WITH THE SERVICES.

THE SITE AND ALL SITE CONTENT IS MADE AVAILABLE TO YOU ON AN "AS IS" BASIS. INNERCIRCLE MAKES NO WARRANTIES, REPRESENTATIONS, OR CONDITIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO (1) THE OPERATION AND FUNCTIONALITY OF THE SITE, (2) THE ACCURACY, INTEGRITY, COMPLETENESS, QUALITY, LEGALITY, USEFULNESS, SAFETY, AND IP RIGHTS OF ANY OF THE SITE CONTENT, INCLUDING BUT NOT LIMITED TO THE ACCURACY OF BUSINESS REVIEWS AND BUSINESS INFORMATION LISTED ON THE SITE, AND (3) THE PRODUCTS AND SERVICES ASSOCIATED WITH THE SITE OR SITE CONTENT, INCLUDING BUT NOT LIMITED TO THE PRODUCTS AND SERVICES SOLD BY BUSINESSES LISTED ON THE SITE. INNERCIRCLE FURTHER DISCLAIMS ALL WARRANTIES, EXPRESS, STATUTORY, OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, THAT YOU OBTAIN FROM INNERCIRCLE OR THE SITE SHALL CREATE ANY WARRANTY, REPRESENTATION, OR CONDITION NOT EXPRESSLY STATED HEREIN.

YOUR COMMUNICATIONS OR DEALINGS WITH ANY OF THE BUSINESSES, ADVERTISERS, OR USERS ON THE SITE, ARE SOLELY BETWEEN YOU AND SUCH BUSINESSES, ADVERTISERS, AND USERS. INNERCIRCLE IS NOT RESPONSIBLE, AND DISCLAIMS ALL LIABILITY, FOR ANY LOSS OR DAMAGE ARISING OUT OF ANY SUCH COMMUNICATIONS OR DEALINGS. INNERCIRCLE RESERVES THE RIGHT (BUT HAS NO OBLIGATION) TO MONITOR DISPUTES BETWEEN YOU AND SUCH BUSINESSES, ADVERTISERS, AND USERS.

25. Limitation on Liability.

WITHOUT LIMITING THE FOREGOING, INNERCIRCLE WILL NOT BE LIABLE UNDER ANY THEORY OF LAW, FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO LOSS OF PROFITS, BUSINESS INTERRUPTION, AND/OR LOSS OF INFORMATION OR DATA. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, INNERCIRCLE'S MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY CAUSES WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (i) THE AMOUNT PAID, IF ANY, BY YOU TO INNERCIRCLE IN CONNECTION WITH THE SITE IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY OR (ii) US$100.00.