This Agreement between the user who is registering for StreetIntro service ("User") and StreetIntro.com ("SI") sets forth the terms and conditions governing the delivery of services by SI and any payment (if applicable) for and use of such services by User. During the term of this Agreement, User shall pay (if applicable) SI the charges described on the StreetIntro fee schedule published online for the StreetIntro services selected by User.
The StreetIntro Terms and Conditions listed below are a part of this Agreement. By visiting and using SI’s services, the User agrees to abide by the terms of this agreement.
STREETINTRO TERMS AND CONDITIONS
During the term of this Agreement, User may access SI's computer-assisted, online data analysis, reporting and scheduling service known as StreetIntro ("StreetIntro.com") and the information included therein, on the following terms and conditions:
1. ACCESS TO STREETINTRO.COM.
(a) SI grants to User a nontransferable, nonexclusive license to access StreetIntro.com and the information included therein during its normal hours of operation for User's personal and professional use or for the purpose of performing research, networking and related work in the regular course of User's business (the "License"). User shall not reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate or commercially exploit the information received through StreetIntro.com to anyone in any manner without the express written consent of SI. Such license does, however, include the right to provide printouts of Information to User's clients and promote an event or meeting using email and social media tools or promote an event or meeting with tools enabled by SI, provided that such printouts and promotions are used as an incidental part of performing other services for such clients in the regular course of User's business.
(b) SI reserves the right at any time and without prior notice to User to change StreetIntro.com's hours of operation or to limit User's access to StreetIntro.com in order to perform repairs, make modifications or as a result of circumstances beyond SI's reasonable control. SI may add or withdraw products or services to or from StreetIntro.com from time to time or change prices for transactions and will notify User of such changes.
2. WARRANTY OF USER.
User represents that it is not in the business of licensing, selling, or creating for its customers, a computer-assisted, online data retrieval service.
3. BILLING AND PAYMENT.
Unless other payment terms are agreed to by SI, all charges for the StreetIntro services purchased by the User will be immediately charged (when applicable) to the credit card authorized by User. All charges are exclusive of local sales, use, personal property and similar taxes, which will be paid by User.
SI may modify the terms of this Agreement without notice.
5. USERNAMES AND PASSWORDS.
User's personnel shall access StreetIntro.com using a username and password selected by User. User shall notify SI when any usernames need to be canceled for any reason. User will bear the responsibility of safe-guarding the username and password created to access and use the StreetIntro.com service.
6. UNAUTHORIZED USE.
User is responsible and will be billed for all use of SI services made by usernames assigned to User. If User learns or suspects that unauthorized use of its account is taking place, User shall notify SI's Client Support department immediately and, in such event, SI will promptly replace User's password.
7. AVAILABILITY OF ADDITIONAL PRODUCTS.
SI will from time to time make available to User other products and services made generally available by SI to users of StreetIntro.com, on such terms and conditions as SI deems appropriate. This Agreement alone does not grant User access to or use of other SI products and services, other than StreetIntro. User acknowledges that User may be required, as a condition precedent to the use of additional products, to enter into additional agreements with SI or third parties with respect to those products.
8. OWNERSHIP; INTELLECTUAL PROPERTY
User acknowledges that the database and software were compiled, prepared, revised, selected and arranged by SI and/or its third-party suppliers through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort and money. Our database and software constitute valuable intellectual property and contain trade secrets of SI and/or its third-party suppliers. User acknowledges that it obtains only the rights granted under the License, and acquires no ownership rights, title or interest, including without limitation intellectual property rights, to StreetIntro.com, its contents or programming or to the Additional Products.
9. NO INVESTMENT RECOMMENDATION OR ADVICE
StreetIntro.com may display facts, analysis and opinions relating to road shows, events, investor relations and public relations activities deemed of interest to our users. SI does not guarantee the accuracy, completeness or timeliness of the facts, analysis and opinions displayed, nor does it give investment advice, nor advocate the purchase or sale of any security or investment. In no event will StreetIntro.com have liability of any kind (including, without limitation, for lost profits or trading losses) caused by, resulting from or relating to, the use of, or inability to use, any information obtained through StreetIntro.com. StreetIntro.com is a product of SI.
10. THIRD PARTY CONDITIONS.
User acknowledges that access to and use of StreetIntro.com may be subject to restrictions imposed by third parties, including without limitation information suppliers, and that SI's agreements with such third parties may require SI to deny or otherwise restrict User's access to certain information available through StreetIntro.com. User agrees to comply with all such restrictions of which User receives notice, whether such notice is provided in writing or given online, and such restrictions are incorporated herein by reference. IN THE EVENT OF ANY CONFLICT BETWEEN THIS AGREEMENT AND THE TERMS AND CONDITIONS IMPOSED BY THIRD PARTIES, THEN THE THIRD PARTY TERMS AND CONDITIONS WILL APPLY. Further, User agrees to respect and comply with all copyright notices applicable to the databases and other services and products relating to the SI Network.
11. RIGHTS OF THIRD PARTY SUPPLIER.
User agrees that any SI third party supplier shall have the right to assert or to enforce any of the provisions of this Agreement directly on its own behalf.
12. DISCLAIMER OF WARRANTIES.
(a)NEITHER SI NOR ANY THIRD PARTY SUPPLIER MAKES ANY REPRESENTATION OR WARRANTIES REGARDING THE PERFORMANCE OF STREETINTRO.COM OR THE ACCURACY OF ANY INDEXING, DATA ENTRY OR ANY INFORMATION INCLUDED IN STREETINTRO.COM.
(b) SI OR ANY THIRD PARTY SUPPLIER PERSONNEL RENDERING ADVICE TO USER REGARDING THE DEVELOPMENT (INCLUDING, WITHOUT LIMITATION, WORDING, SPACING, FORM AND COMPLETENESS) OF ANY SEARCH REQUESTS OR RENDERING STATEMENTS TO THE USER ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICE, ARE NOT AUTHORIZED TO MAKE ANY REPRESENTATIONS OR WARRANTIES TO USER REGARDING THE ACCURACY OR ADEQUACY OF SUCH REQUESTS, AND USER HEREBY ASSUMES FULL RESPONSIBILITY FOR THE FORMATION AND RESULTS OF ALL SEARCH REQUESTS.
(c) USER ACKNOWLEDGES THAT NEITHER SI NOR ANY THIRD PARTY SUPPLIER WARRANTS OR GUARANTEES THE TIMELINESS, CURRENTNESS, ACCURACY, COMPLETENESS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE INFORMATION OR SERVICES PROVIDED ON STREETINTRO.COM, AND SI AND ANY THIRD PARTY SUPPLIER SPECIFICALLY DISCLAIM ALL SUCH WARRANTIES.
(d) USER ACKNOWLEDGES THAT EVERY BUSINESS DECISION INVOLVES THE ASSUMPTION OF A RISK AND THAT NEITHER SI NOR ANY THIRD PARTY SUPPLIER, IN FURNISHING THE INFORMATION TO THE USER, DOES OR WILL UNDERWRITE THAT RISK IN ANY MANNER WHATSOEVER. THE USER THEREFORE AGREES THAT NEITHER SI NOR ANY THIRD PARTY SUPPLIER WILL BE LIABLE FOR ANY LOSS, DAMAGE OR INJURY CAUSED IN WHOLE OR IN PART BY SI'S OR THE THIRD PARTY SUPPLIER'S NEGLIGENCE IN PROCURING, COMPILING, COLLECTING, INTERPRETING, REPORTING, COMMUNICATING OR DELIVERING THE INFORMATION. (e)NEITHER SI NOR ANY THIRD-PARTY SUPPLIERS OF DATA, SOFTWARE OR EQUIPMENT TO SI MAKE ANY WARRANTY, EXPRESS OR IMPLIED, AS TO THE RESULTS TO BE OBTAINED BY ANY USER OR OTHERS FROM THE USE OF THE SERVICE PROVIDED HEREUNDER.
13. USER'S REMEDIES AND SI'S LIABILITY.
IN NO EVENT SHALL SI OR ANY THIRD PARTY SUPPLIER BE LIABLE FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES TO OTHER GOODS OR EQUIPMENT, LOST PROFITS, DOWNTIME COSTS, LABOR COST, OVERHEAD COSTS OR CLAIMS OF CUSTOMERS OR CLIENTS OF USER FOR SUCH COSTS.
14. TERM OF AGREEMENT.
The term of this Agreement shall extend from the Effective Date and shall continue unless terminated by either party upon thirty (30) days prior notice, or as otherwise provided herein.
15. 15. REMEDIES.
In the event of a default by either party,and a failure to cure such default within ten (10) days after receipt of notice thereof, the non-defaulting party may immediately terminate this Agreement. Except for any breach under Sections 1, 8 or 16 of this Agreement (in which case, the non-breaching party shall have available to it any and all remedies available as a matter of federal and applicable state law), cancellation shall be the sole remedy available to either party in the event of an uncured default.
16. COMPLIANCE WITH LAWS.
User shall not use StreetIntro.com in a manner contrary to or in violation of any applicable federal, state, or local law, rule, or regulation.
(a) User will indemnify and hold harmless SI, its officers, directors, employees and agents, and the elected and appointed officials and employees, officers, directors and agents of the governmental and other entities that have contributed information to or provided services for StreetIntro.com, against any and all direct or indirect losses, claims, demands, expenses (including attorneys' fees) or liabilities of whatever nature or kind arising out of User's access to StreetIntro.com, its use or distribution of any Information or the Additional Products, except for claims expressly covered by the warranty provided in Section 12 hereof.
(b) SI will indemnify and hold User, its officers, directors, employees and agents, harmless against any claim that StreetIntro.com infringes upon a United States copyright, patent or trade secret; provided User immediately notifies SI in writing of the existence of such claim, permits SI to assume the defense of such claim, and cooperates with any reasonable requests of SI in connection with such defense; and provided, further that the indemnity given herein shall not apply if User resells or distributes Information to third parties.
The prevailing party as to any disputes relating to this Agreement shall be entitled to recover from the unsuccessful party to this Agreement all costs, expenses and actual attorneys' fees relating to the enforcement or interpretation of, or any litigation or arbitration relating to, this Agreement. Any judgment or order entered in such action shall contain a specific provision providing for the recovery of attorneys' fees and costs incurred in enforcing such judgment. For purposes of this paragraph, attorneys' fees shall include, without limitation, fees incurred in the following:
(1) post judgment motions and appeals;
(2) contempt proceedings;
(3) garnishment, levee, and debtor and third party examinations;
(4) discovery; and
(5) bankruptcy litigation.
(a) This Agreement shall be governed by New York law and may not be assigned by User in whole or in part without the prior written consent of SI.
(b) All notices required or permitted under this Agreement will be posted on the StreetIntro site.
(c) Failure by either party to insist in any one or more cases upon the strict performance of any of the terms and conditions of this Agreement shall not be considered a waiver or relinquishment for the future of any such term or condition or of any other term or condition.
(d) The terms and conditions set forth in this Agreement constitute the entire agreement of the parties on the subject matter hereof, and any additional or different terms or conditions set forth in any other document, including without limitation any User purchase order, shall be of no effect.