The terms and conditions set forth below shall govern the use of any information, content and/or data provided by ALM Media, LLC and its affiliated companies (collectively, “ALM”) to you (“you or “Licensee”) in either print or digital formats (“Licensed Materials”). The terms and conditions set forth herein shall govern any use of the Licensed Materials, including during any initial period (free or paid) or Subscription Period.
1.1 In exchange for any applicable fees and subject to certain limitations as described herein, you will be granted the non-exclusive and non-transferable right, throughout the world, to give you access to the Licensed Materials solely for your personal use subject to the terms and conditions set out herein.
1.2 This License shall commence upon your first login into any ALM registration-based website or the commencement of any ALM print product Subscription Period to use the Licensed Materials and unless sooner terminated hereunder, shall terminate at the end of any Initial Period (as defined below) or the end of the Subscription Period (as defined below) and any renewal periods.
1.3 ALM shall:
1.3.1 Make the Licensed Materials available to you in accordance with the terms and conditions set forth herein.
1.3.2 ALM reserves the right at any time to withdraw from the Licensed Materials any item or part of an item for which it no longer retains the right to publish, chooses to no longer offer for any reason, or which it has reasonable grounds to believe infringes copyright or is defamatory, obscene, unlawful or otherwise objectionable.
1.4 You shall:
1.4.1 Ensure that all authorized users accessing the Licensed Materials are appropriately notified of the importance of respecting the intellectual property rights in the Licensed Materials and of the sanctions which ALM imposes for failing to do so;
1.4.2 Use best efforts to protect the Licensed Materials from unauthorized use or other breach of this License;
1.4.3 Monitor compliance and immediately upon becoming aware of any unauthorized use or other breach, inform ALM and take all appropriate steps to ensure that such activity ceases and to prevent any recurrence;
1.4.4 Provide ALM with information sufficient to enable ALM to provide access to the Licensed Material. Should you make any significant change to such information, you will notify ALM not less than ten (10) days before the change takes effect.
1.4.5 Ensure that only authorized users are permitted access to the Licensed Materials.
1.4.6 With respect to any ALM print product, during a Subscription Period, you covenant that you shall maintain your paid print subscriptions to the Licensed Materials in a number equal to or greater than the number of print subscriptions you have on the commencement date of such Subscription Period.
2. USAGE RIGHTS
2.1 During an Initial Period and/or the Subscription Period, subject to Section 3, you may access to the Licensed Materials from the Server for your personal use (e.g., view the Licensed Materials on screen; print paper copies for personal use only) in accordance with the terms herein. As used herein, the “Server” shall mean a server, either ALM's server or a third party server designated by ALM, on which the Licensed Materials are installed and may be accessed in accordance with the terms herein.
2.2 During an Initial Period or Subscription Period, you may, subject to Section 3 and solely for your personal use:
2.2.1 Search, view, retrieve and display the Licensed Materials.
2.2.2 Electronically save limited portions of content of the Licensed Materials.
2.2.3 Print off limited copies of portions or sections of the Licensed Materials.
2.2.4 Include extracts of the material in the Licensed Materials in memoranda and reports for internal use and court filings. If appropriate, you agree to credit ALM with the inclusion of the following language in the material that is being reprinted, as well as any other notices or legends as ALM may designate from time to time: "This material is reprinted with permission from [ALM product or property] © [YEAR] ALM Media Properties, LLC. All rights reserved."
2.3 If a user ID is provided for any ALM product(s), such user ID shall only be used by you and only in connection with the specific products selected with your Initial Period or Subscription and may not be used in connection with other ALM products. If ALM determines that your user ID is impermissibly used for other ALM products, ALM may suspend your user ID or require you to use and pay for an additional user ID for the relevant product.
3. PROHIBITED USES
You shall only use the Licensed Materials in accordance with Section 2. Among other things, you shall not:
3.1 Remove or alter the authors' names or ALM's copyright notices or other means of identification or disclaimers as they appear in the Licensed Materials;
3.2 Systematically make print or electronic copies of the Licensed Materials or any portion thereof in an effort to duplicate significant portions of the Licensed Materials;
3.3 Install, post or distribute any part of the Licensed Material on any electronic network, including without limitation the Internet and the World Wide Web, in any other way except as expressly permitted in Section 2.2.
3.4 Use all or any part of the Licensed Materials for any Commercial Use. As used herein, “Commercial Use” shall meanuse for the purposes of direct or indirect monetary reward (whether by or for you) by means of sale, resale, loan, transfer, hire or other form of exploitation of the Licensed Materials. For the avoidance of doubt, recovery of direct costs by you is not deemed to be Commercial Use.
3.5 Systematically distribute the whole or any part of the Licensed Materials.
3.6 Publish, distribute or make available the Licensed Materials, works based on the Licensed Materials or works which combine them with any other material, other than as expressly permitted in Section 2.2.
3.7 Create a database (electronic or otherwise) using any portion of the Licensed Materials.
3.8 Distribute, reproduce, modify, store, transfer or in any other way use any of the Licensed Materials (including as part of any database, library, news, information, archive, web site or similar service) other than as permitted in Section 2.
3.9 Use of the Licensed Materials via mechanical, programmatic, robotic, scripted or any other automated means is strictly prohibited. Unless otherwise agreed to by ALM in writing, use of the Licensed Materials is permitted only via manually conducted, discrete, individual search and retrieval activities.
4. WARRANTIES; LIMITIATION OF LIABILITY
4.1 ALM represents and warrants that it has the right and authority to make the Licensed Materials available to you as authorized by this License.
4.2 EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE LICENSED MATERIALS ARE PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE” BASIS AND ALM AND ANY THIRD PARTY SUPPLIER OF LICENSED MATERIALS (IF APPLICABLE) MAKE NO WARRANTY OR REPRESENTATION OF ANY KIND, EITHER EXPRESS OR IMPLIED. ALM DOES NOT WARRANT THE ACCURACY, COMPLETENESS, PERFORMANCE, CURRENCY, OMISSIONS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE LICENSED MATERIALS OR THE INFORMATION THEY CONTAIN. ALM AND ANY THIRD PARTY SUPPLIER (IF APPLICABLE) DO NOT WARRANT THAT THE LICENSED MATERIALS ARE ERROR-FREE IN CONTENT.
4.3 ALM SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DAMAGE CAUSED IN ANY PART BY YOUR USE OF THE LICENSED MATERIALS, YOUR RELIANCE ON THE INFORMATION CONTAINED IN THE LICENSED MATERIALS OR ALM?S SUPPORT SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL ALM BE LIABLE TO YOU FOR ANY CLAIM(S) RELATING IN ANY AWY TO (i) YOUR INABILITY OR FAILURE TO PERFORM ANY KIND OF RESEARCH OR RELATED WORK OR TO PERFORM SUCH RESEARCH OR WORK PROPERLY OR COMPLETELY, EVEN IF ASSISTED BY ALM, ITS AFFILIATES OR THIRD PARTY SUPPLIER (IF APPLICABLE); (ii) ANY LOST PROFITS OR OTHER CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES RELATING IN WHOLE OR IN PART TO YOUR RIGHTS UNDER THIS AGREEMENT OR USE OF OR INABILITY TO USE SUBSCRIPTION SERVICES, EVEN IF ALM, ITS AFFILIATES AND/OR THIRD PARTY SUPPLIERS HAVE BEEN ADIVSED OF SUCH DAMAGES; OR (iii) THE PROCURING, COMPILING, INTERPRETING, EDITION, WRITING, REPORTING, OR DELIVERING CONTENT OR DATA. NEITHER ALM NOR THIRD PARTY SUPPLIER (IF APPLICABLE) MAKE ANY WARRANTY THAT ACCESS TO ANY ALM CONTENT, INFORMATION OR DATA WILL UNINTERRUPTED, SECURE, COMPLETE OR ERROR FREE, NOR DOES ALM MAKE ANY WARRANTY AS TO THE LIFE OF ANY SUBSCRIPTION SERVICES. YOU SCHKNOWLEDGE THAT PROVISION OF ALM CONTENT, INFORMATION AND DATA ENTAILS THE LIKELIHOOD OF SOME HUMAN AND MACHINE ERRORS, DELAYS, INTERRUPTIONS AND LOSSES, INCLUDING THE INDAVERTENT LOSS OF CONTENT, INFORMATION OR DATA OR DAMAGE TO MEDIA. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES OR LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
4.4 UNDER NO CIRCUMSTANCES SHALL ALM BE LIABLE TO YOU OR ANY OTHER PERSON, INCLUDING BUT NOT LIMITED TO OTHER AUTHORIZED USERS, FOR ANY SPECIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IRRESPECTIVE OF THE CAUSE OR FORM OF ACTION, ALM'S AGGREGATE LIABILITY FOR ANY CLAIMS, LOSSES, OR DAMAGES ARISING OUT OF ANY BREACH OF THIS LICENSE SHALL IN NO CIRCUMSTANCE EXCEED THE FEE PAID BY YOU TO ALM UNDER THIS LICENSE IN RESPECT OF THE SUBSCRIPTION PERIOD DURING WHICH SUCH CLAIM, LOSS OR DAMAGE OCCURRED. THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES SHALL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES. REGARDLESS OF THE CAUSE OR FORM OF ACTION, YOU MAY BRING NO ACTION ARISING FROM THIS LICENSE MORE THAN TWELVE (12) MONTHS AFTER THE CAUSE OF ACTION ARISES.
4.5 You acknowledge that the Licensed Materials are highly proprietary material in nature and that unauthorized copying, transfer or use may cause ALM irreparable injury that cannot be adequately compensated for by means of monetary damages. You agree that any breach of this License by you may be enforced by ALM by means of equitable relief (including, but not limited to, injunctive relief) in addition to any other available rights and remedies.
4.6 Indemnification: You agree to indemnify, defend, and hold ALM and its affiliates and their directors, managers, officers, employees, agents, subsidiaries, successors and assigns harmless, from and against any claims, losses, damages and expenses, including reasonable attorneys? fees, resulting from your breach or alleged breach of the terms of this License, regardless of the form of action.
5. Intellectual Property Ownership.
As between the parties, ALM shall own all right, title and interest in and to the Licensed Materials and the ALM websites. You shall not permit other users or anyone else to, reproduce, copy, distribute, publish, transmit, broadcast, sell, license or otherwise access or use all or any part of the Licensed Materials or any information contained therein without the prior express written consent of ALM. Each party shall use its best efforts to safeguard the intellectual property, confidential information and proprietary rights of the other party.
6. TERM, FEES AND PAYMENTS: Applicable fees may include a periodic (e.g., monthly or annual) subscription fee for a specific length of time (“Subscription Period”).
6.1 Initial Period: ALM may offer you a one-time trial period (an "Initial Period"). The length of any such Initial Period, and the particular Licensed Materials included may vary from time to time. If you terminate your subscription prior to the expiration of any Initial Period, you will not have any financial obligation with respect to your subscription, and your credit card will not be charged for your use of the Licensed Materials.
6.2 Initial Subscription Payment: By registering for any ALM product, you agree that if you do not cancel your subscription before the expiration of your Initial Period, you will pay the applicable fees for accessing the Licensed Material that you select upon registration. If you do not cancel your subscription prior to the expiration of the Initial Period, the applicable fees indicated at the time you registered for the subscription will automatically be charged to the credit card you designated as the credit card to be billed for your account.
6.3 Automatic Subscription Renewal: Unless you notify us of your decision to terminate your subscription, your subscription will automatically renew at the end of each subscription term on a month-to-month basis, and your credit card will be charged our then-current fees for the applicable subscription
6.4 Refunds, Late Payments and Taxes
6.4.1 All fees paid and charges made prior to termination as provided herein, including any advance charge or payment for the subscription term during which you terminate your subscription, are nonrefundable. Termination of your subscription shall not relieve you of any obligations to pay accrued charges.
6.4.2 Your account may be deactivated without notice to you if payment is past due, regardless of the dollar amount. You agree to pay any outstanding balance in full within thirty (30) days of cancellation or termination of your subscription to the applicable Licensed Materials.
6.4.3 Prices exclude all shipping, handling and taxes unless stated otherwise. ALM collects taxes at the rate in effect at the time your transaction is completed. If the tax rate changes before the transaction is completed, the new tax rate in effect will apply. ALM cannot accept exemption certificates for purchases made online. Contact customer service if this transaction is exempt from tax.
6.5 Modifications to Fees or Billing Terms: ALM RESERVES THE RIGHT, AT ANY TIME, TO CHANGE ITS SUBSCRIPTION FEES AND BILLING METHODS, UPON EFFECTIVE NOTICE TO YOU, WHICH SHALL INCLUDE NOTICE SENT TO YOUR DESIGNATED EMAIL ADDRESS. If any such change is unacceptable to you, you may terminate your subscription by contacting customer service. Your continued use of the Licensed Materials following the effective date of a change to fees or billing methods shall constitute your acceptance of such change.
7. TERM AND TERMINATION
7.1 In addition to termination under clause 1.2, this License shall be terminated:
7.1.1 If you default in making payment of any Fee, and fail to remedy such default within thirty (30) days of notification in writing by ALM;
7.1.2 If ALM commits a material or persistent breach of any term of this License and fails to remedy the breach (if capable of remedy) within thirty (30) days of notification in writing by you;
7.1.3 If you commit a material breach of ALM's copyright or other intellectual property rights or of the provisions of Section 2 in respect of usage rights or of Section 3 in respect of prohibited uses;
7.1.4 If either party becomes insolvent or becomes subject to receivership, liquidation or similar external administration.
7.2 On termination all usage rights automatically terminate. For the avoidance of doubt, on termination or expiration of this Agreement you shall immediately cease to distribute or make available the Licensed Materials and you shall remove any and all electronic copies of the Licensed Materials from your systems.
7.3 Following the expiration or termination of this License, the terms of Sections 3, 4.3 -4.6, 5 and 8 as well as any provision required for the interpretation of this License or necessary for the full observation and performance arising prior to the date of termination, shall survive.
7.4 On termination of this License by you for cause, as specified in Section 7.1.2, ALM shall forthwith refund the portion of the Fee that represents the paid but un-expired part of the Subscription Period.
8.1 This License, including any schedules hereto, constitutes the entire agreement and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement.
8.2 Neither party may assign or subcontract its rights or obligations under this License, except that ALM may assign this License to a subsidiary, parent or other affiliate or in connection with a merger, consolidation or sale of all or substantially all the stock or assets of ALM.
8.3 All notices and other communications hereunder shall be in writing or displayed electronically in the Licensed Materials by ALM. Notices shall be deemed to have been properly given on the date first made available, if displayed in the Licensed Materials or fourteen (14) days after posting, if mailed. Legal notices to ALM should be sent to ALM Media, LLC, 120 Broadway, 5th Floor, New York, New York 10271, Attn: General Counsel.
8.4 Other than for payment obligations, neither party's delay or failure to perform or enforce any provision of this License, as result of circumstances beyond its reasonable control (including, without limitation, war, strikes, floods, governmental restrictions, power, telecommunications or Internet failures, or damage to or destruction of any network facilities) shall be deemed to be, or to give rise to, a breach of this License.
8.5 The invalidity or unenforceability of any provision of this License shall not affect the continuation or enforceability of the remainder of this License.
8.6 The waiver by either party of a breach or violation of any provision of this License shall not constitute a waiver of any subsequent or other breach or violation.
8.8 This License shall be governed by and construed in accordance with the laws of the State of New York; the parties irrevocably agree that any dispute arising out of or in connection with this License will be subject to and within the exclusive jurisdiction of the federal and state courts located in New York, New York.
8.9 Headings: The headings used in this License are for convenience of reference only and shall not affect the construction or interpretation of any of the provisions hereof.
8.10 Relationship of the Parties: The Parties are independent contractors and have no power or authority to assume or create any obligation or responsibility on behalf of the other Party. This License will not be construed to create or imply any partnership, agency or joint venture.