Welcome to Worthworm™, a web-based tool that is owned and operated by Integrus Analytic Systems, LLC. Worthworm™ is at times referred to in these Terms of Service as “the Service.” By setting up or using a Worthworm™ account, whether it is your own account or another’s, you are agreeing to these Worthworm™ Terms of Service. Your use of Worthworm™ is governed by these Terms of Service (this “Agreement” or these “Terms of Service”). By using and/or establishing a paid or unpaid account at Worthworm™, you (“User”) agree to be bound by and comply with the terms and conditions contained herein. These terms of service comprise a binding legal agreement between you and Integrus Analytic Systems, LLC. Please review this agreement carefully. By signing up for or using a Worthworm™ account you are accepting to be bound by these Terms of Service, and you acknowledge that you have read, understood, and agree to be bound by the following terms and conditions, including any additional guidelines and future modifications (collectively, the “terms”). Clicking on the “sign up” button is the same as signing a hardcopy contractual agreement. If you do not agree to these Terms of Service, you should not click on this button. The following describes the terms and conditions on which Integrus Analytic Systems, LLC offers you access to our sites and services, including but not necessarily limited to Worthworm.com. These sites and services are provided “as-is,” and no representation, warranty, term or condition, other than as specifically set forth in this Agreement, shall be binding on us. By using our sites and services, each User hereby acknowledges that such User has read and fully understands this Agreement and agrees to all of its terms. As used in this Agreement:
- The term “sites” means Worthworm.com and PMVTool.com and their sub-domains.
- The term “services” means all of the content and services offered on the sites, including the SaaS application branded as Worthworm™, any and all products and services for sale related to Worthworm™, the blog(s), subscriber profile information, photos and graphics, message board(s), posts, messages, comments, and articles.
- A “buyer” is a prospective or actual purchaser of products and services from sellers.
- A “seller” is a merchant that lists their business ads and contact information on our sites for the purpose of selling products and/or services to a buyer.
- A “subscriber” is any person who has created an account.
- A “non-subscriber” is any person who has not created an account.
- The term “profile information” means your name, username, email address, photos and graphics uploaded by subscribers, information you give us about yourself and your venture(s), message boards, posts, and messages.
- A “user” is any buyer, seller, subscriber, or non-subscriber who uses our sites.
1. The Worthworm™ Service Worthworm™ is a web-based service available at http://www.worthworm.com (“the Service”) that allows you to use software developed and owned by Integrus Analytic Systems, LLC and offered as a software as a service in order to create, upload, store, transmit, disseminate, print and otherwise distribute information relevant to a venture and its pre-money valuation (herein, “Content”). Your use of the Service is at your own risk. The Service is provided on an AS-IS and AS-AVAILABLE basis.
2. No Financial Advice The Information on our sites is provided for education and informational purposes only, without any express or implied warranty of any kind, including warranties of accuracy, completeness, or fitness for any particular purpose. The Information contained in or provided from or through our sites is not intended to be and does not constitute financial advice, investment advice, trading advice or any other advice, nor does it constitute an opinion or advice on the worthiness or unworthiness of a company for investment or otherwise. YOU SHOULD NOT MAKE ANY DECISION, FINANCIAL, INVESTMENTS, TRADING OR OTHERWISE, BASED ON ANY OF THE INFORMATION PRESENTED ON OR THROUGH THE USE OF OUR SITES WITHOUT UNDERTAKING INDEPENDENT DUE DILIGENCE AND CONSULTATION WITH A PROFESSIONAL BROKER OR COMPETENT FINANCIAL ADVISOR. You understand that you are
using any and all Information available on or through our sites AT YOUR OWN RISK.
3. Using Our Sites and Services. While using our sites and services, you will not:
- Post content in an inappropriate category;
- Post unlawful, obscene, indecent, threatening, harassing, abusive, false, inaccurate, misleading, defamatory, slanderous, or libelous content, or any content that is invasive of privacy or publicity rights;
- Use hate speech, or encourage conduct that would constitute a criminal offense or give rise to civil liability;
- Violate any laws, third-party rights or our policies;
- Upload, post, transmit or otherwise make available on or via our sites any content that infringes or violates any copyright, trademark, patent, trade secret or any other intellectual or proprietary rights of any third party;
- Use our sites or services if you are not able to form legally binding contracts, are under the age of 13, or are suspended from using our sites;
- Circumvent or manipulate our fee structure, the billing process, or fees owed to us;
- Post false, inaccurate, misleading, defamatory, or libelous content, or impersonate other persons;
- Post your contact information in any place except where particular contact information is requested, post contact information (including, without limitation, your website address) in your title, description and keywords fields, or otherwise seek to promote or advertise your services without permission;
- Transfer your account and username to another party without our consent;
- Distribute or post spam, unsolicited or bulk electronic communications, chain letters, or pyramid schemes;
- Distribute viruses or any other technologies that may harm our sites, services or the interests or property of our users;
- Copy, modify or distribute rights or content from our sites, services, copyrights or trademarks; or
- Harvest or otherwise collect information about users (including, without limitation, information, email addresses, website addresses, phone numbers, fax numbers, physical addresses) without their written authorization.
We reserve the right in our sole discretion (but are not obligated) to:
- Record the content and activity in public areas of the sites (such as the message boards, comments, blogs, etc.).
- Investigate an allegation that a communication(s) do(es) not conform to the terms of this section and determine in our sole discretion to remove or request the removal of the communication(s).
- Remove communications, which are abusive, illegal, or disruptive, or that otherwise fail to conform to this Agreement.
- Terminate a user’s access to any or all public areas upon any breach of this Agreement.
- Monitor, edit, or disclose any communication in the public areas.
- Edit or delete any communication(s) posted on the sites, regardless of whether such communication(s) violate these standards.
We are not responsible for any content posted to or distributed through our sites. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Integrus Analytic Systems, LLC with respect thereto. Integrus Analytic Systems, LLC does not endorse any Content or any opinion, recommendation or advice expressed therein, and Integrus Analytic Systems, LLC expressly disclaims any and all liability in connection with Content. We reserve the right in our sole discretion to remove any user’s content, terminate any user’s account, and/or prohibit any user from accessing the sites or the services if such user violates any of the terms of this Agreement.
4. Copyright Infringement. We respect the intellectual property rights of others and we prohibit users from uploading, posting or otherwise transmitting on our sites or service any materials that violate another party’s intellectual property rights. When we receive proper notification of alleged copyright infringement as described herein, we promptly remove or disable access to the allegedly infringing material and terminate the accounts of repeat infringers as described herein in accordance with the Digital Millennium Copyright Act. If you believe that any material on the site infringes upon any copyright which you own or control, you may send a written notification of such infringement to our designated agent identified in the Notices Section below. If you believe that your own copyrighted work is accessible on our website or service in violation of your copyrights, you may provide our designated agent with a written communication as set forth in the Digital Millennium Copyright Act (“DMCA”), 17 U.S.C. § 512(c)(3) that contains substantially the following information: 1. Identify in sufficient detail the copyrighted work or intellectual property that you claim has been infringed so that we can locate the material. 2. Identify the URL or other specific location on the site or service that contains the material that you claim infringes your copyright described in Item 1 above. 3. Provide the electronic or physical signature of the owner of the copyright or a person authorized to act on the owner’s behalf. 4. Include 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. 5. Include a statement by you that the information contained in your notice is accurate and that you attest under the penalty of perjury that you are the copyright owner or that you are authorized to act on the copyright owner’s behalf. 6. Include your name, mailing address, telephone number and email address. You may send your notification of alleged copyright infringement to our designated agent by fax, mail, or email as set forth below: Integrus Analytic Services, LLC 15270 N. 83rd Place, Suite 100 Scottsdale, AZ 85260 Attn: Customer Service Department–Infringement (480) 582-1483 (Fax)
6. No Screening of Users. We do not screen any of our users, and do not take any actions to verify the accuracy of the content posted by a user. We make no representation, warranty, or guarantee (express or implied) whatsoever as to the professional ability, competence, or quality of any user of the sites, nor do we make any representation, warranty, or guarantee (express or implied) whatsoever as to the feasibility, quality, investment worthiness, or likely success or failure of any of the ventures with which any such user may be associated.
8. Payment, Refund, Upgrading, and Downgrading. Users may subscribe to our Services in exchange for payment. The Worthworm™ application is our own proprietary software that provides subscribers with an estimated pre-money valuation of ventures as well as various analyses of aspects of those ventures based on a user’s or subscriber’s input of data.
a) A valid credit card is required for all Subscriber accounts;
b) You will be billed for your first month immediately upon upgrading;
c) The Service is billed in advance.
The WorthIt Report is a one-time use plan. It will calculate a valuation one time only. It is non-cancelable. The plan can be upgraded to the Entrepreneur plan for an additional fee.
The Entrepreneur plan is a 3-month minimum, cancelable after 3 months, auto renews at the non-discounted rate per month at end of three-month term. The plan is upgradable to Enterprise level for an additional fee. The plan cannot be downgraded.
All monthly subscriptions as well as add-ons billed on a monthly basis are fully non-refundable. There will be no refunds or credits for partial months of service or upgrade/downgrade refunds. In order to treat everyone equally, no exceptions will be made.
The Enterprise plan is a 12-month minimum, cancelable after 12 months, and auto renews at the non-discounted annual rate at the end of the 12-month term. The plan cannot be downgraded.
If you subscribe on an annual basis and elect to cancel your subscription, then a refund will be issued to you, pro-rated to reflect the number of months then-remaining on your annual subscription calculated to exclude the month in which we receive notice of your wish to cancel your subscription.
d) All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes;
e) For any upgrade or downgrade in subscription level, your credit card that you provided will automatically be charged the new rate on your next billing cycle;
f) If, at the conclusion of your existing subscription term, you have not canceled your subscription (as described below), your subscription will automatically be renewed for the monthly or annual subscription package, and you will automatically be charged for the new subscription package unless you cancel your subscription or we terminate your account;
h) We may change the subscription fees in effect, or add new fees or charges, by giving you notice in advance.
i) You are responsible for any fees or charges incurred to access the Service through an Internet access provider or other third-party service.
j) From time to time we may offer discount coupon campaigns, in which we will offer subscriptions for reduced fees. The refund policy described above will also apply to subscriptions purchased in connection with a discount coupon campaign. As appropriate depending upon the discount coupon campaign under which a user subscribed, at the expiration of the campaign subscription we will begin billing the user at the regular subscription package price (i.e., the undiscounted price) unless we receive from the user a notice of cancellation, at which time we would apply our refund policy as described previously.
9. Termination. a) You may cancel your use of the Services and/or terminate your account and this Agreement with or without cause by going to the Profiles page and following the cancelation directions; provided, however, that a terminated account may continue to exist for a reasonable period of time before such cancellation takes effect in order for Integrus Analytic Systems, LLC to process the termination. You may terminate your account ONLY in the manner set forth in this Section 9. In addition to the right to terminate your account for using Worthworm™ in a manner that violates these Terms of Service as provided in Section 3 and 8 above, Integrus Analytic Systems, LLC may at any time and for any reason terminate the Services, terminate this Agreement, or suspend or terminate your account. In the event of termination, your account will be disabled and you may not be granted access to your account or any files or other content contained in your account, although residual copies of information and Content may remain in the Worthworm™ system. b) You may terminate your account from the Profiles page page in the Service.
10. Contact Information. All subscribers are responsible for maintaining and updating their contact information (including email address, phone, fax, physical address, and billing information). All contact information must be kept current.
12. Right to Terminate Accounts. We reserve the right to terminate any user’s account for any reason, at any time and without notice. Accounts may also be terminated upon user request. Upon termination, all account content will be deleted and cannot be recovered. We will provide notification of account termination by email.
13. Rights to User Content. With the exception of details pertaining to any particular venture created and modeled using the Services, when you give us Content, you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) right to exercise the copyright, trademark, publicity, and database rights (but no other rights) you have in the Content, in any media known now or in the future. Note that while we may employ information users provide to us in using the Worthworm software application for purposes of improving the functionality and accuracy of the Worthworm software application or for research purposes, in no instance whatsoever would data identifying the user and/or the user’s venture name ever be disclosed to any third party. Furthermore, we represent and warrant that we will not, directly or indirectly, build a business utilizing the Content that would compete with the business described by said Content, whether or not for profit.
14. Statement of Policies. Integrus Analytic Systems, LLC disclaims any and all liability in connection with or arising from Content uploaded, stored, transmitted or otherwise distributed by users. In the event Integrus Analytic Systems, LLC receives any information or notice that any Content uploaded, stored, transmitted or otherwise distributed by a user violates these Terms of Service or infringes any copyright, trademark, or patent, or is alleged to infringe any copyright, trademark, or patent, Integrus Analytic Systems, LLC reserves the right to immediately remove the Content without notice to the user and without any obligation to investigate an allegation of infringement. Integrus Analytic Systems, LLC further reserves the right in its sole and unfettered discretion to remove for any reason whatsoever and at any time, any Content uploaded, stored, transmitted or otherwise distributed by a user, without prior notice to user. Integrus Analytic Systems, LLC further reserves the right to terminate a user’s access to the Worthworm™ website in the event user violates these Terms of Service.
15. Use of Content of Integrus Analytic Systems, LLC. Our sites and services may contain information, text, files, images, video, sounds, musical works, works of authorship, applications, and any other materials or content of Integrus Analytic Systems, LLC (collectively, “IAS Content”). IAS Content is protected by copyright, trademark, patent, trade secret and other laws, and as between you and us, we own and retain all rights in the IAS Content and our services. We hereby grant you a limited, revocable, non-sublicensable license to access and display the IAS Content (excluding any software code) solely for your personal, non-commercial use in connection with viewing the site and using our services. Our sites and services may also contain Content of users and others. Except as provided in this Agreement, you may not copy, download, stream capture, reproduce, duplicate, archive, upload, modify, translate, publish, broadcast, transmit, retransmit, distribute, perform, display, sell or otherwise use any Content appearing on or through our sites or services. Except as explicitly and expressly permitted by us, you are strictly prohibited from creating works or materials that derive from or are based on the IAS Content. This prohibition applies regardless of whether the derivative works or materials are sold, bartered or given away. You may not either directly or through the use of any device, software, Internet site, web-based service or other means remove, alter, bypass, avoid, interfere with, or circumvent any copyright, trademark, or other proprietary notices marked on the Content or any digital rights management mechanism, device, or other content protection or access control measure associated with the Content. You may not build a business utilizing the Content, whether or not for profit. Furthermore, you may not create, recreate, distribute or advertise an index of any portion of the Content unless you receive prior written authorization from us. The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, services, and all other elements of Worthworm™ provided and owned by Integrus Analytic Systems, LLC are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws and are the property of Integrus Analytic Systems, LLC or its subsidiaries or affiliated companies and/or third-party licensors. Except as may otherwise be noted, all trademarks, service marks, and trade names are proprietary to Integrus Analytic Systems, LLC or its affiliates and/or third-party licensors.
16. Links to Third-Party Websites. Our sites may contain hyperlinks to websites operated by parties other than Integrus Analytic Systems, LLC. Such hyperlinks are provided for your reference only. We do not control such websites and are not responsible for their contents or the privacy or other practices of such websites. Further, it is up to you to take precautions to ensure that whatever links you select or software you download (whether from our sites or other websites) is free of such items as viruses, worms, Trojan horses, defects and other items of a destructive nature. Our inclusion of hyperlinks to such websites does not imply any endorsement of the material on such websites.
17. Not an Advertisement. The editorial content of our blogs is not an advertisement. If you need the advice of an investment or financial advisor or another professional, you should contact one. Use of our blogs is prohibited in any jurisdiction where our blogs would not comply with applicable requirements concerning advertisements and solicitations. Our blogs may display non-editorial advertising through the Google AdSense program (automatically generated) or other third-party programs. The inclusion of third-party advertisements does not constitute an endorsement, guarantee, warranty or recommendation. The editorial content on our blogs is free from any commercial influence.
18. Support. Support is available by clicking on the “Contact Us” link located on our sites or by using a Live Chat program if one is incorporated in our sites.
19. Feedback. We provide an opportunity for users to report their experience with us by clicking on the Contact US link located on our sites. We strongly encourage each user to provide honest and accurate feedback regarding their experience with us. However, pursuant to the Communications Decency Act (including, without limitation, Section 230), we, as a third-party content provider, cannot be held responsible for any comments posted by any user.
20. Limitation of Liability. Use of the Services shall be at user’s sole risk. To the fullest extent permitted by law and notwithstanding any other provision of this Agreement, in no event will we (or our officers, directors, employees, subscribers, shareholders, members, managers, subsidiaries, affiliates, counsel, insurers, representatives, contract workers, and agents) have any liability of any kind whatsoever (including, without limitation, any liability for any direct, indirect, special, incidental, consequential, punitive, exemplary or multiple damages, and regardless of the legal theory on which such claim is based (whether based in contract, tort or any other legal theory), even if we have been advised of the possibility of such damages (which include, but are not limited to, loss of profits, loss of savings or revenue, loss of investment, the claims of third parties, and/or injury to persons or property)) to you or any third party with respect to (i) your use of, or your inability to use, our sites and services, (ii) the actions or inactions of other users (whether on the sites or otherwise), (iii) your interactions (whether personal, business or otherwise) with other users (whether on the sites or otherwise), (iv) any products and services offered or sold by any user, (v) any ads (including any content therein) posted or distributed by our sellers, (vi) any trademarks, service marks, logos, images, meta tags, keywords, ad descriptions and any other content of a seller that appears on our sites or in any promotional email that we distribute, (vii) any warranties or other terms of sale offered by any seller with respect to any product or service, (viii) any content posted to or distributed through our sites, including circular advertisements, promotional offers, or price information provided by other users, (ix) your inability to access the sites for any reason, and (x) the success or failure of any venture entered into the Worthworm software application by any user. In all transactions completed between users, we have no control over and do not guarantee the quality, safety or legality of products or services offered on the sites, the truth or accuracy of users’ content, the ability of sellers to sell products or services, the ability of buyers to pay for products or services, or that a buyer or seller will actually complete a transaction. Further, we cannot guarantee continuous or secure access to our sites or services, and operation of our sites and services may be interfered with by numerous factors outside of our control. Accordingly, to the extent legally permitted, we exclude all express and implied warranties, terms and conditions. Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you. Without limiting the generality and scope of the paragraphs set forth above in this Section 20, if we are found to be liable due to the inapplicability of such disclaimers and exclusions set forth above, our total liability to you and to any third party is limited to Fifty Dollars and No Cents (US$50.00).
21.Indemnification. You will indemnify, defend, and hold us (and our officers, directors, employees, subscribers, shareholders, members, managers, subsidiaries, affiliates, counsel, insurers, representatives, contract workers, and agents) harmless from and against any and all claims, damages, losses, liabilities, costs and expenses (including without limitation reasonable attorneys’ fees and court costs) made by any third party that constitute, or arise out of or in connection with your use of our sites and services, your breach of this Agreement, any interaction between you and any other user (whether on our sites or otherwise), your violation of any law, rule or regulation, or your violation of the rights of any third party (including, without limitation, any intellectual property rights).
22. Release. If you have a dispute with one or more users, you release us (and our officers, directors, employees, subscribers, shareholders, members, managers, subsidiaries, affiliates, counsel, insurers, representatives, contract workers, and agents) from any and all claims (monetary or otherwise), demands, lawsuits, attorneys’ fees, costs, losses, liabilities and/or causes of action, whether under contract, tort, or any other theory of legal liability, and whether presently known or unknown, accrued, liquidated or contingent, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
23. Dispute Resolution. You agree that any claim or dispute you may have against us must be resolved exclusively by a state or federal court located in Maricopa County, Arizona. You agree to submit to the exclusive personal jurisdiction of the federal and state courts located within Maricopa County, Arizona for the purpose of litigating all such claims or disputes. You waive any objection based on forum non conveniens and waive any objection to venue of any action instituted hereunder. You irrevocably and unconditionally waive any right you may have to a trial by jury in respect of any litigation directly or indirectly arising out of or relating to any such claims or disputes.
24. Notices. Except as explicitly stated otherwise, legal notices shall be in writing and delivered to Integrus Analytic Systems, LLC at the following address: Integrus Analytic Systems, LLC, 15270 N. 83rd Place, Suite 100, Scottsdale, AZ 85260, Attention: Legal Notice, and shall be deemed given when actually received by us. Legal notices shall be delivered to you by email to the email address you provide to us during the registration process, and shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to the address provided during the registration process, and, in such case, notice shall be deemed given three (3) days after the date of mailing.
25. Governing Law. These Terms of Service shall be governed by and construed in accordance with the laws of the State of Arizona, except for its conflicts of laws principles.
26. General. a) User or Subscriber affirms and warrants that User or Subscriber is legally competent to enter into this Agreement, and the conditions, obligations, affirmations, representations, covenants and warranties set forth herein. b) No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement. c) If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Headings are for reference purposes only and do not limit the scope or extent of such section. d) In our sole discretion, we may assign this Agreement in accordance with the Notices Section. e) 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 Agreement. f) We may amend this Agreement at any time by posting the amended terms on this site. Except as stated elsewhere, all amended terms shall automatically be effective 10 days after they are initially posted. Additionally, we will notify you via email to the primary email address you have provided. It is each user’s responsibility to regularly check this site for updates to this Agreement. We will not be responsible for any emails that are not delivered due to changes in your primary email address that are not updated in your account or to such emails being captured in your email filter. If you do not agree with the terms of this Agreement following any such amendment, you must contact our support department and request to have your account terminated, and should not use the sites following the effective date of such amendment. Except as set forth above, this Agreement may not be otherwise amended except in writing signed by you and us. For purposes of this Section 26, a “writing” does not include an email message and a signature does not include an electronic signature. g) This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof. Updated as of September 30, 2013