Agreement Between Subscriber and Publisher
EVERY SUBSCRIBER SHOULD CAREFULLY READ THESE GENERAL TERMS AND CONDITIONS FOR LICENSED USE OF REPORTS (hereinafter the “Agreement”). Access to the Database is available only after you submit your unique name and password and you agree to the terms and conditions of this Agreement by clicking on the “SUBMIT” button when you log in.
1. Applicability of Terms and Conditions.
This Agreement applies to all Reports (as these are defined below) that Irving Levin Associates, Inc. (the “Publisher”) provides (or has previously provided) to a subscriber. By placing an order for a Report (s) , you become a subscriber (a “Subscriber”) and are accepting all rights granted and responsibilities imposed by this Agreement. “Report (s) ” mean the information that the Publisher provides under this Agreement via the World Wide Web or on-line services, including all data, alterations, modifications or updates thereof.
2. Scope of Limited License.
Under this Agreement, the Subscriber is granted a nonexclusive, revocable, nontransferable right and license to access and use of the Reports. The license is for a single user and for one time use by the Subscriber or an employee of the Subscriber. The electronic form of the Report(s) will be made available to the Subscriber on the World Wide Web only after acceptance of this Agreement.
Subject to the limited exceptions described below, Subscribers are allowed to:
a) Print one copy in hard copy form of the output of any search; such copy may not be sold and may not be distributed to anyone;
b) Download one copy of the Reports solely for the Subscriber’s initial use to either diskette or hard drive, provided that such data is not made available to anyone and is to be used only as permitted under this Agreement.
A permitted exception to single hard copy use is the use of the Reports by a Subscriber in the course of Subscriber’s business solely for the purpose of either supporting Subscriber’s opinion of value or supporting a listing of Subscriber for sale.
A permitted exception to electronic use is for the Subscriber to reformat the Reports to the Subscriber’s presentation requirements or style. Publisher grants limited permission to Subscriber to reproduce a reasonable number of hard copies of the Reports for inclusion in reports and proposals that are submitted to a Subscriber’s client and to working papers therefore. The permission granted to reproduce more than one hard copy of the Reports or to manipulate electronically the information in the Reports is strictly limited to the circumstances described in this paragraph.
Other than the permitted exceptions discussed in the previous paragraph, Subscriber will not copy, annotate, alter, publish, broadcast, enhance, modify, sell, upload, download or in any other way reproduce the Reports except as expressly provided for in this single user and single use Agreement.
The Publisher reserves the right to review and limit the usage if the Subscriber’s usage is deemed excessive by the Publisher or harmful to the Publisher’s business.
3. Terms and Fees.
The fees are based upon actual usage. The license is for one time usage only.
The Reports and its contents are subject to copyright protection, and all other rights of the Publisher under the laws of the United States and the country of use.
The Subscriber acknowledges that it has no claim to ownership by reason of its use of or access to the Reports. Downloading of data is permitted solely for Subscriber’s initial use and the Reports may not be used for more than one purpose. Recompiling, copying, publication, or republication of the data, or any portion thereof, in any form or medium whatsoever, may be done only with specific written permission from the Publisher.
5. Disclaimer of Warranties.
a) The Publisher has made and will make good faith efforts to ensure that the Reports are complete and accurate. However, the Publisher does not warrant completeness or accuracy, and does not warrant that the Subscriber’s use of the Reports will be uninterrupted or error-free, or that the results obtained will be useful or will satisfy the Subscriber’s requirements.
b) The Publisher warrants that it is entitled to grant the licenses outlined in this Agreement, but makes no other warranties or representations of any kind, expressed or implied, including but not limited to warranties of merchantability or fitness for a particular purpose.
c) The Subscriber will be permitted to access the Reports at any time. The Publisher will not be liable for any delay, down time, or other failure of performance, but will use reasonable efforts to correct any performance problem brought to its attention.
d) The Publisher will not be responsible for incidental, consequential, or any other damages arising out of or in connection with the service or materials provided hereunder.
e) The Subscriber assumes the sole responsibility for use of the Reports and agrees to indemnify and hold the Publisher harmless from any liability or claim of any person arising from such use.
a) This Agreement constitutes the entire agreement of the parties and supersedes any prior communication between the parties with respect to the subject matter hereof. Only a written instrument signed by both parties may amend it. Without limitation of the foregoing, any purchase order or other instrument that the Subscriber may issue for the Reports is for the Subscriber’s internal purposes only and will in no way modify, add to, or subtract from the terms and conditions provided herein.
b) The Subscriber may not assign or transfer its rights under this agreement.
c) The laws of Connecticut shall govern this Agreement. The Publisher and the Subscriber will submit all disputes arising out of or related to this Agreement to arbitration pursuant to the Expedited Procedures of the Commercial Arbitration Rules (“Rules”) of the American Arbitration Association (“AAA”).