- ACCEPTANCE OF TERMS
- USE OF THE SERVICES; PROPRIETARY RIGHTS
RISI grants you a non-exclusive, non-transferable, limited license to access and use the Web Site and the Services for the fees, if applicable, and under the terms set forth herein.
The Content is the exclusive property of RISI or its licensors, and is protected by copyright and other intellectual property laws. All trade names, trademarks, service marks and other product and service names and logos on the Web Site and within the Content are proprietary to their respective owners and are protected by applicable trademark and copyright laws. Any of the trademarks, service marks or logos (collectively, the "Marks") displayed on the Web Site may be registered or unregistered marks of RISI or others. Nothing contained on this Web Site should be construed as granting any license or right to use any of the Marks displayed on the Web Site without the express written permission of RISI or a third party owner of such Marks. Any unauthorized uses of the Marks or any other Content are strictly prohibited. You shall honor all reasonable requests by RISI to protect RISI's proprietary interests in the Web Site and the Content.
You may not use any RISI price index data included in the RISI Information, or any RISI trade names, trademarks, service marks associated with any such index (whether registered or unregistered), in connection with the trading, clearing or settlement of physical commodity contracts, futures contracts, forwards, options or financial instruments of any kind, unless expressly authorized through a commercial-use licensing agreement.
You may not use the Web Site or any Content for any unlawful or unauthorized purpose.
- DISCLAIMERS OF WARRANTIES
THE SERVICES, AND MATERIALS, PRODUCTS AND POSTINGS ARE MADE AVAILABLE ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY REPRESENTATION, PROMISE OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, OR ANY GUARANTY OR ASSURANCE THE SERVICES WILL BE AVAILABLE FOR USE, OR UNINTERRUPTED OR ERROR FREE, OR THAT ALL PRODUCTS, FEATURES, FUNCTIONS OR OPERATIONS WILL BE AVAILABLE OR PERFORM AS DESCRIBED OR THAT ANY ERRORS WILL BE CORRECTED. IN ADDITION, ANY MATERIAL THAT YOU DOWNLOAD OR OTHERWISE OBTAIN THROUGH OUR SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY POTENTIAL DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM YOUR DOWNLOAD OF ANY SUCH MATERIAL. Without limiting the foregoing, RISI is not responsible or liable for any malicious code, delays, inaccuracies, errors, or omissions arising out of your use of the Services. As between you and RISI, you are assuming the entire risk as to the quality, accuracy, performance, timeliness, adequacy, completeness, correctness, authenticity, security and validity of any and all features and functions of the Services, including, without limitation, postings and materials associated with your use of the Services. Under no circumstances shall RISI nor any of its subsidiaries, parent corporations and affiliates, and all of their respective officers, directors, owners, employees, agents, licensors, representatives, licensors and suppliers (collectively, the "RISI Parties"), be liable for any loss or damage caused by your reliance on information obtained through the Services. It is your responsibility to evaluate the information, opinion, advice, or other content available through the Services.
- LIMITATION OF LIABILITY
IN NO EVENT SHALL ANY RISI PARTY BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY, UNDER ANY THEORY, INCLUDING NEGLIGENCE, FOR DAMAGES OF ANY KIND ARISING FROM THE USE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, ACTUAL, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, LOST INCOME, REVENUE OR PROFITS, LOST OR DAMAGED DATA, OR OTHER COMMERCIAL OR ECONOMIC LOSS, THAT RESULT FROM YOUR USE OF, OR INABILITY TO USE, THE SERVICES, EVEN IF SUCH RISI PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE. BY USING THE SERVICES, YOU AGREE THAT THIS LIMITATION WILL APPLY TO ANY SERVICES, AND CONTENT THAT MAY BE AVAILABLE THROUGH SUCH SERVICES. IN THE EVENT THAT APPLICABLE LAW DOES NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR DAMAGES, YOU AGREE THAT IN NO EVENT SHALL THE TOTAL LIABILITY OF ANY RISI LLC PARTY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION OF ANY KIND EXCEED ONE HUNDRED DOLLARS ($100.00). IN NO EVENT WILL ANY RISI PARTY BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON THE SERVICES, ANY CONTENT OR THE WEB SITE. Notwithstanding any claim that a sole or exclusive remedy which is provided in this agreement may or does fail of its essential purpose, you specifically acknowledge and agree that your sole and exclusive remedy for any loss or damage shall be to have RIS, upon written notice from you to us, attempt to repair, correct or replace any deficient Service and, if repair, correction or replacement is not reasonably commercially practicable for RIS, in its sole discretion, to refund any monies actually paid by you for the Service involved and to terminate and discontinue your use of the Services.
RISI reserves the right to assume, at its sole expense, the exclusive defense and control of any claim, action or other matter for which you are required to indemnify us, and all negotiations for settlement or compromise thereof, and you agree to fully cooperate with RISI in the defense of any such claim, action, settlement or compromise negotiations, as requested by RISI.
- LINKS TO OTHER WEB SITES
You may, through hypertext or other computer links, gain access to web sites operated by persons other than RISI. Such hyperlinks are provided for your reference and convenience only, and are the exclusive responsibility of such web sites' owners. You agree that RISI is not responsible for the content or operation of such web sites, and that RISI shall have no liability to you or any other person or entity for the use of third party web sites. Except as described below, a hyperlink from this Web Site to another web site does not imply or mean that RISI endorses the content on that web site or the operator or operations of that site. You are solely responsible for determining the extent to which you may use any content at any other web sites to which you link from the RISI Web Site.
- ADDITIONAL LEGAL TERMS
STANDARD TERMS AND CONDITIONS
- Subscription to Services
- Grant of License. Subject to payment of the Subscription Fee (defined below), these Terms and Conditions and the Order Form, RISI, Inc. and/or its subsidiaries, affiliates (collectively or individually, as the context requires, ":RISI") grants to Subscriber a non-exclusive, non-transferable limited license to permit Authorized Users (as defined below) to access and use RISI's proprietary products and services set forth in the RISI Order form (the ":Services", and the information contained therein, the ":RISI Information"). Any deliverables that are both specified in an Order Form and created specifically and exclusively for Subscriber by RISI pursuant to the performance of certain Services or the publication of custom reports, to the extent they exist, are referred to herein as ":Custom Research". Each Order Form shall be deemed to incorporate these Terms and Conditions and together they shall constitute the entire agreement between Subscriber and RISI for the Services (the ":Agreement"). All terms not defined in these Terms and Conditions shall have the meanings ascribed to them on the Order Form. Client may order additional Services from time to time by executing additional Order Forms which will reference these Terms and Conditions.
- Subscription Term. The initial term (the "Initial Term") shall be as set forth on the Order Form and it shall be automatically extended for successive renewal terms equal to the term of the Initial Term, unless either party notifies the other in writing of its decision not to extend the term at least thirty (30) days before the expiration of the term then in effect. Except as provided in Section 4, these Terms and Conditions may not be cancelled or terminated by Subscriber prior to expiration of the term then in effect.
- Subscription Fee and Payment Terms
- Subscription Fee. In consideration for the Services provided hereunder, Subscriber shall pay the annual fee (the "Subscription Fee") set forth on the Order Form. RISI may increase its fees and charges for any RISI Information for any term after the Initial Term by providing written notice to Subscriber at least thirty (30) days' before the expiration of the term then in effect. Additionally, RISI may increase the Subscription Fee during the Term on thirty (30) days' prior notice to Subscriber in the event Subscriber acquires any material subsidiaries (or divisions) or is acquired by another person or entity.
- Taxes. All fees and prices hereunder are exclusive of any taxes. The Subscriber shall be responsible for any federal, state, local or provincial sales, use, property or similar taxes that are or may be imposed on transactions hereunder between RISI and the Subscriber except for U.S. taxes based upon the income of RISI.
- Payment Terms. Unless otherwise indicated on the Order Form, payment in full of the Subscription Fee is due in advance of Services upon receipt of invoice and, if not paid within thirty (30) days of the invoice date, is subject to interest at the lesser of (i) 1.5% per month; or (ii) the maximum rate permitted by law, plus all costs of collection (including reasonable attorneys fees). In addition to all other rights and remedies available to RISI at law or in equity, RISI also may suspend delivery of the Service(s) or any component thereof for as long as any such amount remains unpaid after such thirty (30) day period.
- Restrictions on Use
- Authorized Users; Use of RISI Information. "Authorized User" means an employee of Subscriber or one of its subsidiaries, or a contractor acting on behalf of Subscriber, in the ordinary course of Subscriber's business and subject to the restrictions set forth in this Agreement as well as an appropriate confidentiality undertaking, in each case who is authorized by RISI to access the RISI Information. Only Authorized Users shall have access to or use of the RISI Information. Except as provided in the applicable Order Form or in Section 3(b) below, Subscriber shall use the RISI Information only for Subscriber's own internal business purposes, and Subscriber shall not provide access to the RISI Information or any portion thereof to any person (either within or outside the company), firm or entity, other than as authorized in this Agreement, including without limitation any subsidiary, parent or other entity that is affiliated with Subscriber and not specifically identified in the Order Form. Subscriber is responsible for ensuring compliance by its Authorized Users with the terms and conditions of this Agreement and the applicable Services Attachment.
- Limited Redistribution. At no point will RISI publications or RISI data extracts be redistributed in whole or in substantially whole form to any party. Notwithstanding the foregoing and subject to all of the conditions set forth in this Section 3(b), Subscriber shall have a limited right to redistribute limited extracts of the RISI Information internally, such as for internal company or investor reports to senior management that are not distributed to other parties. In such cases the RISI Information must only be provided on a non-continuous basis, contain only an insubstantial amount of data and/or portions of text less than a paragraph long and the redistribution must be incidental to the Authorized User's job function.
- Restriction on Use. Subscriber shall not use the RISI Information or Custom Research for any illegal purpose or in any manner inconsistent with this Agreement or competitive with RISI's business. Subscriber shall not modify, reverse engineer, disassemble or decompile the RISI Information or Custom Research; and except as provided in Sections 3(b) and 5(c), Subscriber shall not create any derivative work from the RISI Information or Custom Research, nor shall Subscriber publish, reproduce, and/or otherwise distribute, externally or internally, the RISI Information or Custom Research or any component or portion thereof in any manner. Without limiting any of the foregoing, Subscriber shall not use any RISI price index data included in the RISI Information or Custom Research, or any RISI trade names, trademarks, service marks associated with any such index (whether registered or unregistered), in connection with the trading, clearing or settlement of physical commodity contracts, futures contracts, forwards, options or financial instruments of any kind, unless expressly authorized in the Order Form. In connection with RISI Information or Custom Research that Subscriber redistributes pursuant to Sections 3(b) and 5(c), Subscriber shall always identify RISI as the source of such information, and shall display, whenever practical, on each screen, document page or other format that includes RISI Information or Custom Research attribution to RISI and a copyright.
- User Authorizations. Subscriber will cooperate with RISI to ensure proper activation of each Authorized User account and will promptly notify RISI of any additions, subtractions or substitutions to Authorized Users. Subscriber agrees that any Authorized User identifications, passwords or other entitlement information related to Subscriber's Authorized Users shall be maintained in confidence and used only by the Authorized User to which such information is assigned. Subscriber shall not permit the sharing of user IDs or passwords, or simultaneous access to the RISI Information via the same user ID or password, or otherwise.
- Audit. RISI shall have the right to audit Subscribers compliance with this agreement.
- This Agreement may be terminated by either party upon written notice if the other party fails to cure any material breach of this Agreement within thirty (30) days after receipt of such written notice.
- RISI reserves the right, at its discretion, on a minimum of sixty days' written notice to Subscriber, to discontinue the Services, in whole or in part. In the event a Service is discontinued or terminated in part, RISI will use commercially reasonable efforts to give Subscriber as much advance written notice as possible in such circumstances. In such event RISI's sole obligation will be to replace the discontinued Service with a comparable subscription Service of substantially equivalent value or refund any prepaid Subscription Fees attributable to discontinued Service, in RISI's reasonable discretion. RISI may change the content, format, medium and/or means of access to or delivery of the Services from time to time, provided that if any such change is material, RISI shall furnish Subscriber reasonable prior written notice of such change.
- Upon termination of this Agreement for any reason, Subscriber shall use reasonable efforts to expunge the relevant RISI Information and any portion thereof, including any copies thereof, from all of Subscriber's electronic or other systems and records in Subscriber's possession or control. At RISI's request, a senior officer of Subscriber shall certify to RISI in writing that Subscriber has fully complied with this requirement.
- Termination of this Agreement for any reason shall not release either party from any obligation or terminate any right which, by its nature, is intended to survive termination including the restrictions on use under Section 3.
- RISI's Proprietary Rights; Injunctive Relief
- All proprietary rights (including, but not limited to, copyrights, trade secrets, database rights and trademark rights) in the RISI Information, including, but not limited to, all information, data, software, products and documentation contained or included therein, are and shall remain the sole and exclusive property of RISI and its third-party licensors. The RISI Information is compiled, prepared, revised, selected and arranged by RISI and its third-party licensors through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort and money, and the RISI Information constitutes the valuable intellectual property of RISI and its third-party licensors. Subscriber shall protect the copyrights, trade secrets, database rights, trademarks and other proprietary rights of RISI and its third-party licensors in the RISI Information, including, but not limited to, any contractual, statutory, or common-law rights, during and after the term of this Agreement. Subscriber shall honor and comply with all reasonable requests made by RISI to protect the rights of RISI and its third-party licensors in the RISI Information.
- Copying of, use of, access to or distribution of the RISI Information or any information, data or software contained therein in breach of this Agreement may cause RISI and and/or its third-party licensors irreparable injury that cannot be adequately compensated for by means of monetary damages. RISI and its third-party licensors may seek to enforce any breach of this Agreement by Subscriber by means of equitable relief (including, but not limited to, injunctive relief and temporary and preliminary injunctive relief) in addition to any and all other rights and remedies that may be available. In the event RISI has reasonable grounds to believe Subscriber is violating the terms and/or conditions set forth in this Agreement, RISI shall promptly inform Subscriber of such alleged violations and provide Subscriber with the opportunity to cure any breach or other violation of this Agreement pursuant to section 4(a) above. If Subscriber refuses to or does not sufficiently cure any alleged breach in accordance with section 4(a), RISI shall have the right to suspend delivery of, or Subscriber's access to, the RISI Information.
- RISI shall grant Subscriber a perpetual license to use Custom Research internally, subject to the restrictions, terms, and conditions set forth herein. Only Custom Research created specifically and exclusively for Subscriber at Subscriber's request under this Agreement which is not a mere modification or enhancement to the RISI Information shall be deemed to be Custom Research. For purposes of this Agreement, RISI Information includes, without limitation, (i) any and all works that RISI has developed prior to commencement of this Agreement; (ii) materials that RISI makes generally available to certain of its customers; (iii) RISI Information and any updates or modifications thereto; and (iv) RISI's research methodology.
Subscriber shall defend, indemnify and hold harmless RISI, and its agents, representatives, contractors and third party licensors from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorney's fees and court costs) arising out of or relating to any breach by Subscriber that has not been cured in accordance with section 4(a) above, of its obligations, or of the limitations or restrictions set forth in this Agreement or otherwise relating to Subscriber's use of the Services.
RISI shall defend, indemnify and hold harmless Subscriber, and its agents, representatives, contractors and third party licensors from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorney's fees and court costs) arising out of any third party claim that Subscriber's use of the Services or the RISI Information as permitted by this Agreement infringes a patent, copyright, trademark or other intellectual property right of a third party, or misappropriates a trade secret or other intellectual property right of a third party. Subscriber shall notify RISI of any infringement claim for which Subscriber is entitled to indemnity under this Section, and will cooperate with RISI in the defense of any such claim.
- Warranty, Disclaimer and Limitation of Liability
Limitation of liability. RISI shall not be liable for any damages incurred by Subscriber arising as a result of reliance upon the Services. RISI's entire liability arising out of this Agreement shall be limited to and shall not exceed the fee paid to RISI by Subscriber. In no event will RISI be liable for any consequential, indirect, special, or incidental damages such as damages for lost profits, business failure or loss, arising out of use of the Services whether or not RISI has been advised of the possibility of such damages.
LIMITED WARRANTY. RISI WARRANTS THAT THE SERVICES ARE BASED ON RISI'S REASONABLE EFFORTS TO COMPILE AND ANALYZE THE BEST SOURCES REASONABLY AVAILABLE TO RISI AT ANY GIVEN TIME AND, THAT ANY OPINIONS REFLECT RISI'S JUDGMENT AT THE TIME AND ARE SUBJECT TO CHANGE. THE FOREGOING WARRANTY IS IN LIEU OF ALL WARRANTIES, EXPRESS, OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES AS TO ACCURACY, COMPLETENESS, OR ADEQUACY OF INFORMATION. RISI RESERVES THE RIGHT TO MODIFY SERVICES AT ANY TIME.
- Force Majeure
RISI shall not be liable to or through Subscriber for delays or inability to perform due to circumstances beyond its reasonable control including fire, flood, explosion, severe weather, acts of God, war or other hostilities, terrorism, civic commotion, acts of government, acts or omissions of other contractors, strikes or labor disputes, failure of telecommunication carriers, and system malfunctions. The time for performance of the Services will be extended on a day-for-day basis by any such delay.
This Agreement supersedes all proposals, negotiations, representations and prior agreements and understandings between the parties including those contained in any Subscriber-provided purchase orders, "click wrap" or "shrink wrap" agreements or confidentiality agreements and constitutes the complete and exclusive agreement between Subscriber and RISI relating to the subject matter hereof. No representation or statement not expressed herein shall be binding upon RISI. This Agreement may be amended, modified or superseded, and any of its terms, covenants, representations, warranties or conditions may be waived only in a writing signed by duly authorized representatives of the parties. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof and any such invalid provision shall be deemed to be severable. All notices and other communications required to be given under this Agreement shall be in writing and shall be deemed to have been duly delivered if delivered by hand or by a widely recognized overnight delivery service (with evidence of the delivery date), or sent by prepaid post, certified mail or electronic mail, with acknowledgment by the receiving party as of the date received (but, in the case of electronic mail, only if followed by transmittal by hand or widely recognized overnight delivery service within one business day), addressed to the respective party at such address as identified on the Order Form. Except as expressly stated otherwise herein, the rights and remedies in this Agreement are in addition to and may modify but are not in substitution for those provided in law and equity. Any attempt by Subscriber to assign its rights or obligations hereunder without the prior written consent of RISI shall be void. This Agreement shall be governed and construed in accordance with the laws of the Commonwealth of Massachusetts without regard to its conflict of law provisions. The parties hereto and their successors and assigns consent to the exclusive jurisdiction of any courts located in the Commonwealth of Massachusetts, County of Suffolk, for the resolution of any disputes arising from or related to this Agreement or the RISI Information, and waive any claim of inconvenient forum.
END OF TERMS AND CONDITIONS