As used in this Agreement, “Content” means the subscription-based database of text, audio-visual works and other media available on the Site and “Subscriber” refers to any person or entity that pays the applicable fee or uses a subscription to the Site.
BY USING COMPANY’S SERVICE, YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO THESE TERMS. YOU ALSO AGREE TO REVIEW THIS AGREEMENT PERIODICALLY TO BE AWARE OF MODIFICATIONS TO THE AGREEMENT, WHICH MODIFICATIONS COMPANY MAY MAKE AT ANY TIME. YOUR CONTINUED USE OF THIS SITE WILL BE DEEMED YOUR CONCLUSIVE ACCEPTANCE OF ANY MODIFIED AGREEMENT.
1. Limited License; Access to the Site; Modification of Content.
Limited License: Company hereby grants each Subscriber a limited, non-exclusive, non-sublicensable and non-transferable license to Access the content and information available on the Site according to the provisions contained herein, and subject to the payment of the applicable subscription fees and adherence to these Terms.
Company will take all commercially reasonable efforts to provide uninterrupted Access to the Content to its Subscribers. Company shall be liable for any delay or failure in performance due to events outside Company’s reasonable control, including without limitation acts of God, earthquakes, labor disputes, computer hackers, actions of governmental entities, riots, war, acts or threatened acts of terrorism, fire, epidemics, delays of common carriers, telecommunication providers or other circumstances beyond its reasonable control. Also, from time to time, Access may be unavailable due to software issues, server downtime, increased Internet traffic or downtime, programming errors, regular maintenance of the system, and other related reasons.
Company reserves the right, in its sole discretion, to change, modify, or discontinue any aspect or feature of this Site in whole or in part, including, without limitation, the content, availability, Access and/or the Terms of this Site. Such changes, modifications, additions or deletions will be effective immediately without notice by posting such changes on this Site.
Users are solely responsible for ensuring that they have sufficient and compatible hardware, software, telecommunications equipment and Internet service necessary for use of the Site.
2. Fees; Refund Policies.
- Access to Content. The fees paid by a Subscriber entitles such User to unlimited access to Content limited solely to that Content the Subscriber has purchased access to. Unless purchased as a bundle, User’s access to Content requires payment of a separate fee.
- Refunds. Subscriber may cancel the subscription in writing up to thirty (30) calendar days after purchase and receive a full refund of the subscription fees.
- Company may increase or decrease fees at any time and for any reason
- Right of Access to the applicable Content granted under these Terms is effective only upon payment of the required fees
3. Prohibited Conduct.
User expressly agrees to refrain from doing, either personally or through an agent, any of the following “Prohibited Conduct”:
- Transmit, install, upload or otherwise transfer any virus, bot, worm, or any other computer code, file or program, advertisement, communication, or other item or process to the Site that in any way affects the use, enjoyment or service of the Site, or otherwise interrupts, destroys or limits the functionality of Company’s computers, servers or databases.
- Capture, download, save, upload, print or otherwise retain information and content available on the Site other than what is expressly allowed by these Terms.
- Permit or provide others Access to the Content using Your user name and password or otherwise, or the name and password of another authorized User.
- Copy, modify, reverse engineer, disassemble, redistribute, republish, alter, create derivative works from, assign, license, transfer or adapt any of the software, information, text, graphics, source code or HTML code, or other content available on the Site.
- Remove or modify any copyright, trademark, legal notices, or other proprietary notations from the content available on the Site.
- Transfer the Site content to another person; “frame,” “mirror,” “in-line link,” or employ similar navigational technology to the Site content; or “deep link” to the Site content.
- Circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person in circumventing or modifying any security technology or software that is part of the Site.
- Activity that involves the use of viruses, bots, worms, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware, or otherwise permit the unauthorized use of or access to a computer or a computer network.
- Interfering with, disrupting, or creating an undue burden on the Site or the networks or services connected to the Site.
- Engage in any other conduct which violates the Copyright Act or other Federal or state laws (including U.S. foreign or international software or technology export control laws).
- Use any device (such as a “web crawler” or other automatic retrieval mechanism) or other means to harvest information about other Users, the Site or Company.
- Use the Site to violate a third party’s intellectual property, personality, publicity or confidentiality rights; upload, download, display, publish, perform, create derivative works from, transmit, or otherwise distribute information or content in violation of a third party’s intellectual property rights.
- Misrepresent Your identity or personal information when Accessing the Site; forge any TCP/IP packet header or any part of the header information in any e-mail so that the e-mail appears to be generated by Company.
- Post obscene, harassing, defamatory, violent, pornographic, abusive, threatening, objectionable or illegal material on the Site; post a communication that advocates or encourages criminal conduct or conduct that may give rise to civil liability.
- Provide any commercial hosting service with Access to the Site and/or the content on the Site.
To ensure that Users of the Site do not engage in Prohibited Conduct, Company reserves the right to monitor use of the Site and reserves the right to revoke or deny Access to the Site to any person or entity whose (i) use of the Site suggests Prohibited Conduct or (ii) Access of the Content beyond that of normal patterns of use that suggests systematic copying of the Content, Any such behavior shall be determined by Company in its sole discretion.
4. Disclaimer of Warranties, Limitation of Liability, Consequential Damages Waiver.
THE MATERIALS ON THIS SITE ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED (INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE). THE COMPANY IS NOT LIABLE FOR ANY DAMAGES OR INJURY THAT RESULT FROM YOUR USE OF THIS SITE, OR FROM MATERIALS THAT ARE DOWNLOADED FROM THIS SITE. COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING THE USE OR THE RESULTS OF THE USE OF THE ONLINE SUBSCRIPTION SERVICES OR RELATED MATERIALS OR CONTENT IN TERMS OF THEIR CORRECTNESS, ACCURACY, QUALITY, RELIABILITY, APPROPRIATENESS FOR A PARTICULAR TASK OR APPLICATION, THAT THE OPERATION OF AND YOUR ACCESS TO THE SITE WILL BE UNINTERRUPTED, ERROR-FREE, VIRUS-FREE OR COMPLETELY SECURE, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY COMPANY OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY. COMPANY IS NOT RESPONSIBLE FOR TRANSMISSION ERRORS OR CORRUPTION OR SECURITY OF INFORMATION CARRIED OVER TELECOMMUNICATION LINES. VISITORS EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT THE USER’S SOLE RISK.
WHILE COMPANY SHALL TAKE ALL REASONABLE STEPS TO HELP ENSURE THAT THE ONLINE SUBSCRIPTION SERVICE IS AVAILABLE 24/7, COMPANY DOES NOT WARRANT THAT THE ONLINE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE ONLINE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED. SOFTWARE OR DOWNLOADABLE MATERIAL UNDER THIS AGREEMENT IS UNDER NO KIND OF WARRANTY. SOFTWARE OR DOWNLOADABLE MATERIAL UNDER THIS AGREEMENT IS PROVIDED AS IS, AND ISN’T GUARANTEED IN ANY WAY BY THE AUTHORS. USE THIS SOFTWARE OR DOWNLOADABLE MATERIAL AT YOUR OWN RISK.
YOU FURTHER UNDERSTAND AND AGREE THAT IN NO EVENT THE COMPANY, ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, EMPLOYEES, AND SUPPLIERS SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, GOODWILL, REVENUE, DATA, OR USE, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT, TORT, OR BREACH OR FAILURE OF WARRANTY, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT SOME JURISDICTIONS PROHIBIT THE EXCLUSION OF CERTAIN WARRANTIES, THE LIMITATION OF LIABILITY, OR THE DISCLAIMER OF CERTAIN DAMAGES, THE COMPANY’S AGGREGATE LIABILITY FOR ANY DAMAGES SHALL NOT EXCEED U.S. $10. IF YOU ARE DISSATISFIED FOR ANY REASON WITH COMPANY’S ONLINE SUBSCRIPTION SERVICES, YOUR SOLE RIGHT AND EXCLUSIVE REMEDY IS TO TERMINATE YOUR SUBSCRIPTION. NO REFUND OF ALL OR ANY PORTION OF YOUR FEES WILL BE GIVEN EXCEPT AS EXPRESSLY STATED ABOVE.
5. Links to Other Sites.
The Site may have links, such as hyperlinks or buttons, directing access to third party’s web sites (“Linked Sites”). The Linked Sites are not controlled or monitored by Company. Company is not responsible for any materials, information, or content posted on the Linked Sites. The inclusion of the Linked Sites on the Site does not imply any relationship or association between the Company and the owner of the Linked Sites or any endorsement or sponsorship by the Company of the Linked Sites. We include the Linked Sites solely for your convenience. You are solely responsible for your access of the Linked Sites and abiding by all of the terms and conditions and privacy policies of the respective Linked Site. Please use your own judgement, caution, and common sense in using the Linked Sites.
6. Copyrights, Trademarks and Other Proprietary Rights.
Company or its third party content providers shall retain all worldwide rights in the intellectual property in and on the Site, including, but not limited to, trademarks, service marks, trade dress, inventions, ideas, trade secrets, the source code, the HTML code, the “look and feel” of the Site, its color combinations, layout, and all other graphical elements, and the copyrights in and to its original content. All materials on the Site is copyrighted, trademarked, or otherwise protected and owned or licensed by Company. Nothing on the Site or in the Content may be copied, reproduced, modified, distributed, transmitted, republished, displayed or performed for commercial use without the prior written consent of Company. Nothing in these Terms grants You an express or implied license to use any of Company’s intellectual property except as expressly set forth herein. If You submit any unsolicited intellectual property, idea, copyrightable material, invention, discovery, improvement, trade secret or know-how to Company, You may forfeit Your intellectual property rights and moral rights contained in such communication or material.
User agrees to defend, indemnify and otherwise hold harmless Company and its officers, directors, agents, employees, shareholders, successors and assigns from and against any cause of action or claim, including court costs, expenses and attorney fees, related to or arising from User’s Prohibited Conduct or other use of the Site, or breach of these Terms.
8. Security; Authorized Use.
If you use this site, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. Users are prohibited from violating or attempting to violate the security of the Site. Company has the right but not the obligation to investigate occurrences of possible violations and will cooperate with all applicable law enforcement authorities in prosecuting violators. Company may suspend Your Access while it conducts an investigation. Users are required to enter a user name and password to Access the Site. You are responsible for maintaining the secrecy of Your user name and password.
You may not use the account, user name or password of someone else on the Site at any time nor dislose your password to any third party or permit any third party to Access the Site. Company is not be liable for any loss that You incur as a result of someone else using Your user name and password with or without Your knowledge and You agree to hold harmless, defend and indemnify Company, its affiliates, officers, directors, employees, consultants, agents or representatives due for any losses or damages incurred by someone else’s use of Your account, user name or password.
9. Termination of Agreement.
The Company has the right, in its sole discretion, to terminate any services of the Site and remove any materials from the Site. The Company may also terminate your access to any part or all of the services provided by the Company on the Site at any time, with or without cause or notice, for any reasons. If you want to terminate your account, you may only cease your use of the Site. The Company shall not be responsible for maintaining or returning your account, or your logon and password. In the event of termination of this Agreement, Company’s grant of the limited license hereunder and User’s right to Access shall immediately terminate and the remaining provisions of this Agreement, including Subscriber’s obligation to pay outstanding fees hereunder, shall survive any such termination.
10. Governing Law; Dispute Resolution; Forum and Venue.
This agreement shall be construed according to the laws of the State of New Jersey, as if performed wholly within the state and without giving effect to the principles of conflicts of laws. In the event a dispute arises between the parties, either arising from this Agreement or otherwise pertaining to the relationship between the parties, the parties will submit to binding arbitration before a single arbitrator of the American Arbitration Association (Commercial Arbitration and Mediation Center for the Americas Mediation and Arbitration Rules, or any successor rules). Such arbitration proceeding shall be held in Hudson County in the State of New Jersey. Any judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Costs of the arbitration for both parties (including attorney’s fees) shall be the responsibility of the losing party to the dispute. Each party consents to the exclusive jurisdiction and venue of the State and Federal courts located in the County and State of New Jersey for any equitable claim or other action related to or arising from these Terms. Each party shall bear his/her/its own expenses and attorneys’ fees related to any arbitration, claim or action.
This Agreement constitutes the complete and exclusive understanding between You and Company with respect to the subject matter hereof, and supersedes all prior negotiations, agreements and other representations or communications, whether oral or written. This Agreement is for the sole benefit of the parties hereto and their authorized successors and assigns, and nothing in this Agreement is intended to confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever (whether express or implied). In the event any provision of this Agreement, or the application hereof in any circumstances, is held to be invalid, illegal or unenforceable by a final or unappealable order, decree or judgment of any court, the provision in question shall be deemed replaced with a valid and enforceable provision most closely reflecting the intent and purpose of the original provision within the jurisdiction of such court and the Agreement shall otherwise remain in full force and effect in such jurisdiction and in its entirety in other jurisdictions. Upon User’s breach or threatened breach of these Terms, Company may pursue any legal or equitable remedy available, including but not limited to, direct, consequential and punitive damages and injunctive relief, without the requirement of posting a bond. Company’s remedies are cumulative and not exclusive. Failure of Company to exercise any remedy or enforce any portion of this Agreement at any time shall not operate as a waiver of any remedy or of the right to enforce any portion of the Agreement at any time thereafter. User agrees that regardless of any statute or law to the contrary, any claim or action arising out of or regarding this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. By Accessing the Site, User signs for and accepts this shortening of the statutes of limitations. Company operates this Site from the United States and makes no representation that the Site complies with any foreign or international laws. You shall not assign this Agreement, and any attempt to do so without the written consent of us is void and without effect.
EFFECTIVE DATE: April 24, 2012