1. ACCEPTANCE OF TERMS
1.2 The Terms may be modified by Service Provider from time to time. Continued use of the Service by You will constitute Your acceptance of any changes or revisions to the Terms. Your failure to comply with these Terms, whether listed below or in supplemental notices posted at various points in the Service, may result in termination of Your access to the Service, without notice, in addition to Service Provider's other remedies. Access to and use of the Service are subject to the terms and conditions of this Agreement and all applicable laws and regulations, including laws and regulations governing copyright and trademark.
2. LICENSE AND RESTRICTIONS
2.1 Subject to these Terms, Equilar hereby grants to You for the Term and any Renewal Term a non-exclusive, personal, non-transferable, non-sublicenseable, limited license to access the Service solely to electronically display and print reasonable portions of the Service for Your internal research purposes. Nothing contained in these Terms shall transfer, or be deemed to transfer to You, any rights in or to the Service other than those rights specifically granted herein. Except as expressly provided in the foregoing, You shall not store, reproduce, publish, transmit, broadcast, display, distribute or use information derived from access to the Service and/or Equilar website.
(a) You shall not: (i) decompile, disassemble, reverse engineer, or otherwise attempt to modify, adapt, or create derivative works of any software, technology, or work of authorship within or related to the Service; (ii) sublicense, distribute, sell, lend, rent, lease, transfer, or grant any rights in or to all or any portion of the Service; (iii) allow or grant any access to the Service in any form to any party other than its duly authorized users, including access pursuant to any commercial time-sharing, rental, or service bureau arrangements and access to users outside the Territory defined in 1.3; (iv) share usernames, passwords or data with others; or (v) remove, obscure or otherwise alter any proprietary notices, including copyright and trademark notices, contained in the Service or on the website.
(b) You agree not to: (i) use any robot, spider, other automatic device, or manual process to monitor or copy the Service, Equilar website, or any content contained therein without the prior written consent of a duly authorized representative of Equilar; (ii) use any device, software or routine to interfere or attempt to interfere with the proper working of the Service or Equilar Website; or (iii) take any action that imposes an unreasonable or disproportionately large load on the Equilar website and/or related infrastructure.
(c) If You are an individual accessing the Service because You are an employee of or are otherwise associated with (e.g. member of the Board of Directors or a consultant) a licensed Equilar entity, You represent and agree that you will use the Service solely with respect to Your internal research related to that licensed Equilar entity.
3. YOUR OBLIGATIONS
Unauthorized Use. You shall protect the Service from any use that is not permitted under these Terms. You represent and warrant to Equilar that You shall not (i) interfere with or disrupt the Equilar website, the Service or servers or networks connected to the Service; (ii) gain unauthorized access to other computer systems through the Equilar Website and/or the Service; (iii) disrupt the Service or otherwise act in a manner that negatively affects other users' ability to access and/or use the Service; (iv) harass other users; or (v) collect and/or store usage data, including any individually identifiable user data, about other users of the Service. In the event of any unauthorized use of the Service by an authorized user: (a) Equilar may immediately terminate such authorized user's access to the Service; (b) Equilar may terminate the access through the Internet Protocol ("IP") address(es) from which such unauthorized use occurred; and/or (c) upon Equilar's request, You shall terminate such authorized user's access to the Service.
4. INTELLECTUAL PROPERTY RIGHTS
4.1 Equilar Ownership. You acknowledge that as between You and Equilar, the Service and other information obtained through the Equilar website including without limitation all software, technology, inventions, discoveries, documentation and works of authorship relating thereto, and any and all intellectual property rights related to or derived from the Service, or the manufacture or use thereof (collectively, the "Equilar Technology"), are, and at all times shall remain, the exclusive property of Equilar, and nothing in these Terms shall be construed to transfer to You any ownership interest in or to the Equilar Technology or any part thereof. Equilar reserves all rights to the Equilar Technology not expressly granted to You hereunder and You hereby assign to Equilar all of Your rights, title and interest in and to the Equilar Technology. Further, You hereby irrevocably assign and transfer to Equilar all of the rights, title and interest, including any and all intellectual property rights, in and to any and all improvements, modifications or enhancements that are made, conceived or reduced to practice by You with respect to the Equilar Technology and the manufacture or use thereof. You shall not take or permit any action inconsistent with Equilar's ownership of all right, interest and title in and to the Equilar Technology, including any and all improvements, modifications and enhancements thereto, or which might impair the value of such ownership.
4.2 Client Name. Equilar may use Client's name in Equilar's client lists relating to the Service. Equilar will not, however, use Client's name on the Equilar website or in Equilar marketing materials without first obtaining Client's written consent.
5. WARRANTY DISCLAIMER
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND ANY OTHER PRODUCTS AND SERVICE PROVIDED TO YOU HEREUNDER ARE PROVIDED "AS IS" WITHOUT ANY CONDITION OR WARRANTY WHATSOEVER. THE ENTIRE RISK ASSOCIATED WITH THE USE, PERFORMANCE AND RESULTS OF THE SERVICE RESIDES WITH YOU. EQUILAR SPECIFICALLY DISCLAIMS ALL CONDITIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT WITH RESPECT TO THE SERVICE AND OTHER PRODUCTS AND SERVICE PROVIDED UNDER THESE TERMS. EQUILAR MAKES NO WARRANTY THAT THE SERVICE OR THE EQUILAR WEBSITE WILL BE ERROR FREE OR WILL FUNCTION WITHOUT INTERRUPTION.
No Authorized Warranty. No salesperson or other representative of any party involved in the distribution of the Service is authorized to make any warranties with respect to the service beyond those contained in these Terms. Oral statements do not constitute warranties, shall not be relied upon by You, and are not a part of these Terms.
6. LIMITATION OF LIABILITY
6.1 Acknowledgement. You hereby acknowledge that Equilar is not in the business of providing professional advice and that the Service is provided solely for Your own internal research purposes and not intended to substitute for accounting, tax, investment, legal or other professional advice or service. You acknowledge that there is no guarantee with respect to the accuracy, adequacy or completeness of the Service and other information obtained through the Equilar website. You hereby assume full responsibility for any and all decisions with respect to Your business and financial matters and agree to use the Service at Your sole risk.
6.2 No Liability for Business Decisions
(a) Notwithstanding anything to the contrary, You hereby acknowledge and agree that: (i) Equilar solely provides to You the Service to assist You in Your internal research activities but that all responsibility for any investment or business decision shall remain with You; (ii) Equilar does not expressly or by implication recommend or endorse in any manner any company, research institution, analyst, bank, investment company, or other business entity or opportunity; (iii) Equilar does not in any way guarantee, make any representation with respect to, or assume any responsibility or liability for, the truth or accuracy of the whole of any part of the Service or the Equilar website; (iv) Equilar has no responsibility or liability for injury, loss, or damage caused by or alleged to have been caused by any decision made in reliance on the Service.
(b) You shall indemnify, defend and hold harmless Equilar and its officers, directors, shareholders, employees, representatives, agents, successors, and assigns from and against any and all liabilities, losses, damages, expenses and costs (including reasonable attorneys' fees) arising from or relating to: (i) any claim, demand or action relating to any decision, course of action, advice or recommendation made in reliance on the Service; (ii) any dispute with a customer of Yours; (iii) any unauthorized access to or use of the Service; or (iv) any act or omission of You or any of Your authorized users.
6.3 Exclusion and Limitation. IN NO EVENT SHALL EQUILAR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS OR REVENUES, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF BUSINESS INFORMATION AND OTHER PECUNIARY LOSS AND COSTS OR LEGAL EXPENSES) INCURRED BY YOU OR ANY THIRD PARTY, ARISING FROM OR RELATED TO THESE TERMS, INCLUDING WITHOUT LIMITATION THE SERVICE, OR USE THEREOF, HOWEVER CAUSED AND WHETHER BASED IN CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER THEORY OF LIABILITY, EVEN IF EQUILAR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EQUILAR'S TOTAL LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY CLAIM OR DAMAGES UNDER THESE TERMS SHALL NOT EXCEED THE AMOUNTS PAID TO EQUILAR DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO SUCH CLAIM OR DAMAGES. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE FOREGOING IS A REASONABLE ALLOCATION OF RISK.
7.1 Force Majeure. Equilar shall under no circumstances be liable for failure to fulfill its obligations under these Terms for delays in delivery due to acts of God, man-made or natural disasters, earthquakes, fire, riots, flood, material shortages, strikes, delays in transportation or inability to obtain labor or materials through its regular sources. The time for performance of any such obligation shall be extended for the time period lost by reason of the delay.
7.2 Severability. If any provision hereof should be held invalid, illegal or unenforceable in any jurisdiction, the parties shall negotiate in good faith a valid, legal and enforceable substitute provision that most nearly reflects the original intent of the parties and all other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in order to carry out the intentions of the parties hereto as nearly as may be possible. Such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of such provision in any other jurisdiction.
7.3 Governing Law. These Terms and any dispute arising from the performance or breach hereof shall be governed by and construed and enforced in accordance with, the laws of the State of California, United States, without reference to conflicts of laws principles of California or any other jurisdiction.
7.4 Arbitration. Any disputes shall be resolved by final and binding arbitration under the rules of the American Arbitration Association, to be held in San Francisco, California. Arbitration costs and reasonable documented attorneys' costs of both parties will be borne by the party that ultimately loses.
8. ENTIRE AGREEMENT
Entire Agreement. These Terms represent the entire understanding relating to the use of the Service and prevail over any prior or contemporaneous, conflicting, or additional, communications.