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The following terms and conditions govern
your use of Xtract Research LLC (Xtract) services. In addition
to the terms in the written Service Agreement, all users
agree to the following terms. These terms and agreements
are a legal agreement between Xtract and the client.
By clicking the “I Agree” button, any user
accessing the site using their login and password agrees
to these terms.
1. TERM:
The term of the services commence as of the date on
the Service Agreement and shall continue, unless sooner
terminated, for a period of one (1) year.
2. THE LICENSE:
Xtract hereby grants to the client a limited, non-exclusive,
non-transferable license solely to access, receive and
use information available on Xtract’s website
www.xtractresearch.com. (the “Data”) as permitted
herein during the Term (the “License”).
All information available in a Xtract Research LLC subscription
is available for internal use at the client. Data may
not be accessed in an automated manner; automated access
to the Data including, but not limited to, through methods
such as screen scraping for the purposes of reuse of
the Data is outside the scope of the License. Likewise,
the Data may not be transferred through an automated
means to a digital database for later retrieval. Xtract
reserves the right to suspend the Service or terminate
this Agreement for use of the Service which is, in Xtract’s
opinion, inconsistent with the terms here of.
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Except as expressly set forth herein, you may not sell, rent, lease or otherwise transfer access to the Xtract Website nor may you modify, copy, distribute, transmit, reproduce, publish, license, transfer, sell, mirror, frame, or otherwise use any Xtract Proprietary Materials (defined below). You may not reverse engineer, decompile, or disassemble any portion of the Xtract Website. You may not alter or modify any portion of the Xtract Website (other than user customizable functionality). You may not reproduce, deactivate, or bypass the security devices supplied with the Xtract Website. You represent and warrant to Xtract that you will not use the Xtract Website for any purpose that is unlawful or prohibited by this Agreement |
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All of the materials provided on this site may not be copied, reproduced, republished, uploaded, posted, transmitted or distributed in any way without prior written permission of Xtract, except that you may download, display or print one copy of the materials on any single computer solely for your personal use, keeping intact all copyright, trademark and other proprietary notices |
3. WITHDRAWAL OF SERVICES:
Xtract may cancel all or part of its services or content
if it (a) becomes the subject of a claim that such service
infringes the rights of any third party or that Xtract
otherwise does not have the right to permit others to
use third party information; (b) Xtract for any reason
discontinues the Xtract website or other services or
any part thereof. If Xtract cancels all of its services
Xtract’s only obligation to Client will be to
notify Client reasonably promptly (in the case of (b),
not less than thirty (30) days in advance) and to refund,
pro rata, any fees paid in advance for the Xtract services.
User accounts and associated passwords selected by client
give access to a protected area of the web site. Client
acknowledges and agrees that the password is to be held
in strictest confidence and that any disclosure to any
third party other than as specifically provided herein
is strictly prohibited.
5. COMPUTER EQUIPMENT:
Client shall access the Xtract Services on Client’s
own computer hardware, operating system, and browser
software (the “Computer Equipment”). It
is Client’s responsibility to ensure that the
Computer Equipment meets the minimum requirements as
specified by Xtract.
6. CONFIDENTIALITY:
Each party may disclose the existence of this Agreement,
but agrees that the terms and conditions of this Agreement
will be treated as Confidential Information; provided,
however, that each party may disclose the terms and
conditions of this Agreement as required by any court
or any governmental body and as otherwise required by
law only after the party has given the other party reasonable
notice and an opportunity to move for an injunction.
Additionally, each party may disclose the terms and
conditions of this Agreement to accountants, banks,
and financing sources and their advisors and in connection
with an actual or proposed merger, acquisition, public
offering, or similar transaction; provided that such
third parties are subject to confidentiality obligations.
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Force Majeure. Neither party will be liable for any failure to perform any obligation hereunder, or for any delay in the performance thereof, due to causes beyond its control (each a “Force Majeure), including, but not limited to, acts of God, war, terrorism, or riot; embargoes; strikes or other industrial disputes; acts of civil or military authorities; denial of or delays in processing of export license applications; fire, floods, earthquakes, or other accidents; or fuel crises or failures of telecommunication or electric power; provided that such part gives prompt written notice thereof to the other party |
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Special Damages. Under no circumstances will either party be liable for any indirect, incidental, special, punitive or consequential damages with respect to the subject matter hereof, including lost profits, regardless of whether such damages could have been foreseen or prevented by either party |
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Limitation of Action. No action arising out of this Agreement (other than an action for any Fees or expenses owing by Client or Payor) may be brought more than one year after the date the cause of action first arose |
8. REPRESENTATION AND WARRANTIES:
Generally. Each party hereto represents and warrants
that: (a) it has the full right an power to enter into
and fully perform this Agreement in accordance with
its terms; and (b) the execution, delivery and performance
of this Agreement will not violate rights granted by
such party to any third party or violate the provisions
of any agreement to which it is a party or violate any
applicable law or regulation.
9. INDEMNIFICATION:
Indemnification by Client. Client shall indemnify and
hold Xtract harmless from and against any and all liabilities,
damages, awards, settlements, losses, claims, and expenses,
including reasonable attorney’s fees and costs
or investigation (“Damages”), due to any
claim by a third party relating to or arising out of
(a) the misuse of the Xtract Services by Client, (b)
a breach or violation of this Agreement by Client, (c)
infringement on any third party’s intellectual
property rights, (d) any claim based on reduced performance,
accuracy, interruption, or termination of the Xtract
Service.
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Termination for Breach. In addition to any other remedy available at law or in equity, either party may terminate this Agreement immediately, without further obligation to the other party, in the event of any material breach of this Agreement by the other party that is not remedied within thirty (30) days following written notice of such breach |
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Termination for Interruption of Services. In the event that, due to any reason within Xtract’s control, the Xtract Services are interrupted for a continuous period of five (5) days following written notice to Xtract of such interruption, Client may terminate this Agreement immediately |
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Rights upon Termination. Upon termination of this Agreement for any reason, all rights granted to Client hereunder shall terminate |
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Obligations Upon Termination. Promptly upon Termination of this Agreement for any reason, Client agrees to (a) delete or otherwise destroy any Xtract Content stored or otherwise in its possession, custody, or control; and (b) all Fees payable under the then-current Terms shall be accelerated and immediately become due and payable along will all other accrued Fees and expenses. In the event this Agreement is terminated by Licensee for breach by Xtract, Xtract agrees to refund, pro rata, any unused Fees paid in advance |
11. GENERAL:
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Similar Agreements. Nothing in this Agreement will be deemed to limit or restrict either party from entering into similar agreements with any other party, or from offering services similar to the other party’s |
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Attorneys fees and Costs. Should either party, through any court of competent jurisdiction or otherwise, successfully enforce any of the terms and conditions of this Agreement against the other party, the losing party agrees to pay to the prevailing party its costs including reasonable attorneys’ fees |
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Notices. Except as otherwise provided herein, whenever any notice, request, consent, approval, or other communication shall be given by one party to the other, such communication shall be delivered by a reputable overnight courier, to the addresses named in the Services Agreement, or to such other address as either party may specify in notice given hereunder. Notice shall be deemed given upon receipt |
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Assignment. This Agreement will be binding upon and inure to the benefit of the parties, their respective personal representatives, and permitted successors and assigns. Client may not assign or otherwise transfer any of its rights or delegate any of its obligation under this Agreement without the express prior written consent of Xtract, such consent not to be unreasonably withheld, but in no event to any entity that (a) Xtract considers a competitor; (b) could harm Xtract’s reputation; or (c) lacks sufficient assets to meet Client’s obligations hereunder. Xtract reserves the right, in its sole discretion, to assign this Agreement to a controlled subsidiary or business successor of Xtract. Each party will respond to any written request for consent within thirty (30) days of receipt of such request, and in failing to respond consent will be deemed granted |
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Relationship between the Parties. No joint venture, partnership, agency, or fiduciary relationship exists between the parties, and the parties do not intend to create any such relationship by this Agreement |
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Amendments and Waivers. This Agreement may not be amended, modified, or suspended unless expressly agreed to in writing by both parties. No provision of this Agreement may be waived except by an instrument in writing executed by the party against whom the waiver is to be effective. The failure of either party at any time or times to require full performance of any provision hereof will in no manner affect the right of such party at a later time to enforce the same |
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Severability. If any provision of this Agreement, not being of a fundamental nature, is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remainder of the Agreement will not be affected |
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Continuity. Unless terminated earlier in accordance herewith, this Agreement shall be continuous and shall survive each successive Term |