I. Subscription
____,
hereby agrees to provide, and you ("End User") hereby agree to
subscribe, pursuant to the terms of this Agreement, to use online databases,
content, information, and library services ("Services") solely as
provided for herein. These Services shall be licensed to the End User by
____upon your acceptance of the terms contained herein and in consideration for
the payment of applicable fees set forth at and in accordance with the terms
and conditions set forth in this Agreement. End User understands that ____is
providing these Services to End User and other customers, and such Services are
non-exclusive, non-transferable, and only for personal and lawful use during
the term of this Agreement. In the event End User is a corporation or other
entity, then personal use shall mean an individual use by an employee of the
corporation or other entity subscribing to the Services under this Agreement.
II. Services
Throughout the term of this Agreement,
End User shall have access to the Services on the Web site for which it
specifically subscribes. ____may, without advance notice or liability, add,
discontinue, or revise any aspect of the Services, including without limitation
such aspects as scope, time and availability of information. The Services may
only be used for lawful purposes. Providing of content and use of any
information obtained through the Services is at End User’s own risk and
____specifically disclaims any liability, warranty or responsibility for the
accuracy, correctness, timeliness or quality of the information and content
provided or obtained through such use of the Services and for End User’s
reliance upon the Services. Transmission of any materials in violation of any
U.S. or state regulation is expressly prohibited, including, but not limited
to, materials protected by copyright, patent, trademark, database or trade
secret laws. End User agrees to indemnify, defend and hold harmless ____from any
claims, costs, liabilities and attorneys’ fees arising from End User's use of
the Services.
RESALE
OF SERVICES TO ANOTHER PARTY IS NOT PERMITTED.
COPYING
AND DISTRIBUTION OF INFORMATION PROVIDED BY THE SERVICES IS NOT PERMITTED.
III.Fees
End
User shall pay ____for the Services by credit card, direct debit or other such
method as the parties may agree, and End User authorizes ____automatically to
charge End User by such method for each initial and renewable term of this
Agreement. Fees for the Services shall be charged according to ____’s current
prices and price schedules for such Services. Fees and payment schedules for
the Services may be changed by ____upon thirty (30) days written (including
email) notice to End User.
IV. End User Requirements
End
User acknowledges that the information provided in connection with the Services
contains copyrighted and other proprietary and confidential information and
material, and will respect all such proprietary rights and take such reasonable
precautions to protect such information and material from unauthorized use or
disclosure. End User further agrees it shall not violate any laws, regulations
or standards established by an entity of competent jurisdiction relating to the
promotion or providing of the Services. In order to access the Services, End
User must create a "Username" and "Password" and will be
responsible for maintaining the confidentiality of the Username and Password
and all activities and charges resulting from their use, including unauthorized
use.
V. Term and Termination
This
Agreement shall have a term of one (1) year, or, if the End User renews its
subscription to the Service to which this Agreement relates, this Agreement
shall have a longer term equal to the subscription renewal period. The
Agreement shall immediately terminate at any time upon notice from ____if End
User fails to comply with these terms and conditions. End User acknowledges and
agrees that termination of this Agreement for any reason during the initial
term will, at ____’s discretion, result in pro rata charges according to the
number of months remaining in the initial term. Termination for any reason will
not relieve End User from its obligation to pay ____all sums owed through the
effective date of termination. Upon termination, all rights, licenses and
privileges granted hereunder to End
User
shall automatically revert to ____, and ____shall deactivate End User’s access
to the Services.
VI. Intellectual Property
These
Web pages, and the content provided in connection with the Services, are copyrighted
by their respective owners. End User agrees to respect the rights of these
owners. Subscription to the Services grants permission ONLY to view the
material on these Web pages and save the material ONLY for the End User's
personal reading, but NOT to further copy, modify, use or distribute in any way
or create any derivative works except as specifically authorized below. End
User may not remove any copyright or trademark notices, such as the ©, ™ or ®
symbols, from these Web pages or the content of the Services. Specific
Exceptions: e-MAP (____’s Management of an Accounting Practice Handbook
Online): End User may download, alter, print, save and reproduce for use in
connection with End User’s professional practice e-MAP materials known as
“Exhibits” that can be saved as word-processing or spreadsheet application
files. Systematic downloading, alteration, copying, or distribution of the text
of e-MAP in any medium is prohibited.
VII. Limited Warranty
____MAKES NO WARRANTIES OF ANY KIND
WITH RESPECT TO THE RELIABILITY OF THE SERVICES UNDER THE TERMS OF THIS
AGREEMENT OR THE FITNESS OF SUCH SERVICES FOR A PARTICULAR PURPOSE AND
DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY AND
FITNESS FOR A
PARTICULAR
PURPOSE, AND ANY IMPLIED WARRANTY OF NONINFRINGEMENT. IN NO EVENT WILL ____BE
LIABLE FOR ANY LOSS OF PROFITS, BUSINESS, INCIDENTAL OR CONSEQUENTIAL DAMAGES
OF ANY KIND, WHETHER BASED IN CONTRACT, NEGLIGENCE OR OTHER TORT. USE OF THE
SERVICES ARE AT END
USER'S
SOLE RISK. THE SERVICES ARE PROVIDED “AS IS.”
VIII. Indemnity
End
User shall defend and indemnify ____from all claims, suits, damages and costs
(including attorneys' and experts' fees) arising out of End User's use of the
Services or End User's breach of this Agreement.
IX. Confidentiality
Other
than as may be required by any applicable law, government order or regulation,
or by order or decree of any court of competent jurisdiction, the parties shall
not publicly divulge or announce, or in any manner disclose to any third party,
any confidential information revealed to the parties pursuant hereto, or any of
the specific terms and conditions of this Agreement.
X. Governing Law
This
Agreement shall be governed by, and construed and interpreted in accordance
with, the laws of the __________________, without reference to the principles
of conflicts of laws.
XI. Disputes
The
parties hereby consent to the exclusive jurisdiction of the Federal and State
courts of the state and county of _________________ over any dispute under or
pertaining to this Agreement and the parties hereby waive any objection to the
propriety or convenience of venue in such courts.
XII. Entire Agreement
This
Agreement contains the entire agreement of the parties hereto with respect to
the subject matter hereof and supersedes all prior agreements and
understandings, written or oral, between the parties with respect to the
subject matter hereof. This Agreement may not be changed or modified except by
an instrument in writing signed by all parties hereto.
XIII. Assignment
End
User shall not transfer or assign this Agreement or any rights or obligations
hereunder without the prior, written approval of ____, which may be withheld at
the sole discretion of ____and any assignment in violation of this prohibition
shall be void. Subject to the foregoing, this Agreement shall be binding upon
and inure to the benefit of the parties hereto, their successors and assigns.
XIV. Waiver
The
waiver by either party of a breach of any provision of this Agreement shall not
operate or be construed as a continuing waiver of or consent to any subsequent
breach.
XV. Validity
The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provisions of this
Agreement, which shall remain in full force and effect.
IN
WITNESS WHEREOF, You have caused this Agreement to be executed by completing
the electronic acceptance below and agree to the terms and conditions stated
above.
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