Last Updated: October 10, 2012
2. Registration. In order to use the Site, you may be required to complete an initial registration form and become an "Authorised User." As part of such registration process, you will be required to provide Providers with certain information about yourself, including personally identifiable information, (collectively, "User Information") which you represent and warrant will be current, accurate, and complete at the time of registration. Providers reserve the right, at their sole discretion, to reject any registration for any lawful reason. Registrants whose request for access is rejected may not use the Site, attempt to re-register without Providers' prior express consent, or re-register using another individual's information. All Authorised Users agree to promptly update their User Information as necessary to ensure that such information at all times remains current, accurate, and complete.
4. Fees. The Site is provided to you by the Providers without cost and for your convenience. If Providers elect to charge a fee in the future, Providers will do so in accordance and compliance with Section 5.
6. Capacity to Contract. Use of the Site may result in the formation of contracts between residents of different jurisdictions. In order to use the Site, you must have the legal capacity to contract under the laws of the jurisdiction from which you are accessing the Site. Minors (i.e., individuals younger than the age specified by the applicable jurisdiction's law at which they can enter into a legally binding contract) may not use the Site. By using the Site, you represent that you have the legal capacity or authorisation to form binding contracts.
7. Consent to Electronic Transactions. Your affirmative actions in using the Site, such as clicking "I Accept", "Submit", "Yes" and the like, and/or down loading or up loading of data, signify that you agree to, adopt, and execute the action or electronic record with the intention to be legally bound. "Electronic records" refer to records or information created, generated, sent, communicated, received, presented, or stored electronically. Such affirmative actions will have the same legal force, effect, validity, and enforceability as if you affixed a written signature to the electronic record, and such electronic signature and electronic record shall be deemed to satisfy the writing and delivery requirements of any applicable law. You agree to transmit, view, and receive electronic records through the Site via the Internet using your Password. Our electronic or other properly stored copy of such electronic signatures and electronic records shall be deemed to be the true, complete, valid, authentic, and enforceable copy of them. You agree not to contest the admissibility, legal effect, validity, or enforceability of such electronic signatures or electronic records in any proceedings arising out of the use of the Site. Further, you (a) acknowledge that, regardless of whether you are using a web browser with security features, we are unable to ensure that data contained in any related Internet transmission between us will not be intercepted by third parties, and (b) agree that Providers will not be liable should any such interception occur.
a. you may elect to receive the Documents in hard copy by withdrawing your consent to receive electronic communications by calling your account representative or by addressing a withdrawal request by email to your account representative. A withdrawal request will not become effective sooner than 15 days from the date that you provide Providers with requisite notice and you will remain responsible for all activity or transactions initiated prior to deactivation of your access privileges, including, without limitation, any applicable charges for the term during which the termination date occurred;
b. your withdrawal of consent to receive electronic communications may result in imposition of other conditions, as Providers determine are necessary, in their sole and reasonable discretion, including the imposition of charges to offset costs incurred by Providers in delivering written hard copy communications instead of electronic communications described herein. However, no such fees will be instituted unless published on the Site (or other commonly accessible website) for access and notice to users of such resources, or unless Providers otherwise provide you with written notice thereof. Notices by electronic publication will be deemed effective when posted or published on such site(s) for general dissemination, or upon such later time as the notice may indicate;
c. your consent to receive electronic communications specifically under this section is limited to content and data relating to the Documents, and does not apply to other notices or communications between you and Providers;
d. you may request a written copy of an electronic communication after consenting thereto, subject to: (i) your payment of the fees chargeable by Providers for producing and delivering such written hard copy; which Providers may determine and establish from time to time in their sole discretion and (ii) Provider's record retention policy in effect from time to time;
e. you are responsible to review electronic communications presented via the Site on a continuous basis; you are required to take any action to acknowledge, correct, or reply to electronic communications in a timely manner within such designated periods as may be established by Providers; and
f. all electronic communications provided through the Site will be deemed to have been received by you at such time as they are made available on the Site by Providers, regardless of whether and when you actually review such electronic communications.
9. Information Accuracy. You warrant that you will only submit and/or post information on the Site that is accurate and complete. Providers do not review, check, or verify the accuracy or completeness, and are not responsible for the content of, any information submitted to, transmitted through, and posted on the Site by any Authorised User.
10. User Conduct. You agree that you will not:
a. Use the Site in any manner that could damage, disable, overburden, or impair the Site.
b. Interfere with the security of, or otherwise abuse, the Site, or any services, system resources, accounts, servers, or networks connected to or accessible through the Site or affiliated or linked sites. The use or distribution of tools designed for compromising security (e.g., password guessing programs, spoofing, cracking tools or network probing tools) is strictly prohibited. If you become involved in any violation of system security, Providers reserve the right to release your details to system administrators at other websites in order to assist them in resolving security incidents.
c. Disrupt or interfere with any other person's use of the Site or affiliated or linked sites.
d. Attempt to obtain unauthorised access to the Site or portions of the Site that are restricted from general access.
e. Use or attempt to use another's account, service, or system without authorisation from Providers.
f. Create or use a false identity on the Site.
g. Post or otherwise disseminate on or through the Site harassing, defamatory, libelous, tortious, offensive, threatening, obscene, or otherwise unlawful communications or materials of any kind, or materials that infringe or violate any third party's copyright, trademark, trade secrets, privacy, or other proprietary or property right or that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable law.
h. Use any robot, spider, or other automatic device, or manual process to monitor or copy the web pages or the content contained at the Site.
i. Allow access to or use of the Site or any component thereof by or for the benefit of third parties who are not Authorised Users, including, without limitation, providing timeshare services, service bureau services, outsourcing or consulting services, or displaying and/or demonstrating the Site or any content thereof, without Providers' prior written consent, or for any unlawful purpose or in furtherance of any unlawful purpose.
j. Upload or transmit to Providers' computer systems any computer virus, worm, time bomb, or other harmful programming routine.
k. Frame any of the content of the Site, nor incorporate into another Site or other service any intellectual property of Providers or their licensors.
12. Changes to or Suspension of Service. Providers reserve the right, at their sole discretion, to change, add, suspend, or discontinue any aspect of the Site at any time.
13. Disclaimer of Warranties; Limitation of Liability. (a) THIS SITE, THE SOFTWARE, CONTENT, INFORMATION, MATERIALS, SERVICE, DOCUMENTATION, REPORTS, AND DATA IS PROVIDED BY PROVIDERS ON AN "AS IS" AND "AS AVAILABLE" BASIS. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SITE IS AT YOUR SOLE RISK. THE CONTENT, INFORMATION, MATERIALS, DOCUMENTATION, REPORTS, AND DATA INCLUDED ON OR OFFERED BY THIS SITE OR PROVIDED THROUGH THIS SITE OR OTHER MEANS SHOULD NOT BE QUOTED OR OTHERWISE REFERRED TO IN ANY FINANCIAL STATEMENTS OR IN ANY OTHER DOCUMENTS NOR SHOULD IT BE FURNISHED TO ANY GOVERNMENTAL AGENCY OR OTHER PERSON UNLESS REQUIRED BY LAW. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, PROVIDERS AND THEIR RESPECTIVE AFFILIATES DISCLAIM ANY AND ALL WARRANTIES, CLAIMS, OR REPRESENTATIONS, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, PERFORMANCE, NON-INFRINGEMENT, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE WITH RESPECT TO THE OPERATION OF THIS SITE, SOFTWARE, CONTENT, INFORMATION, MATERIALS, SERVICE, DOCUMENTATION, REPORTS, OR DATA INCLUDED ON OR OFFERED BY THIS SITE OR PROVIDED THROUGH THIS SITE OR OTHER MEANS. PROVIDERS AND THEIR RESPECTIVE AFFILIATES DO NOT WARRANT THAT: THIS SITE AND/OR ANY SOFTWARE, CONTENT, INFORMATION, MATERIALS, SERVICE, DOCUMENTATION, REPORTS, OR DATA INCLUDED ON OR OFFERED BY THIS SITE OR PROVIDED THROUGH THIS SITE OR OTHER MEANS WILL MEET YOUR NEEDS OR BE CORRECT, ACCURATE, TIMELY, RELIABLE, FREE FROM ERRORS; THAT DEFECTS WILL BE CORRECTED; THAT THE OPERATION OF THIS SITE OR SERVICE WILL BE UNINTERRUPTED OR AVAILABLE; AND/OR THAT THIS SITE, ITS SERVERS, OR ANY E-MAILS SENT FROM PROVIDERS OR THEIR RESPECTIVE AFFILIATES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED THE BASIS FOR DETERMINING THE OFFERINGS, COMPONENTS, AND SERVICES OFFERED UNDER, BY, AND THROUGH THIS SITE AND/OR SERVICE. (b) PROVIDERS WILL NOT BE LIABLE TO YOU OR ANY THIRD-PARTY CLAIMANT FOR ANY DAMAGES OF ANY KIND, UNDER ANY THEORY OF LAW OR EQUITY, WHETHER FOR BREACH OF CONTRACT, TORT, INDEMNITY, CONTRIBUTION, LOSS OF BUSINESS OPPORTUNITY, LOSS OF PROFITS OR SALES, INTERFERENCE OF COMMERCIAL RELATIONSHIP, BUSINESS INTERRUPTION, LOSS OF INFORMATION, INACCURATE DISCLOSURE, OR OTHERWISE, ARISING FROM THE USE OF OR INABILITY TO USE THIS SITE OR THE SOFTWARE, CONTENT, INFORMATION, MATERIALS, SERVICE, DOCUMENTATION, REPORTS, OR DATA PROVIDED THROUGH THIS SITE OR OTHER MEANS INCLUDING, BUT NOT LIMITED TO, INDIRECT, THIRD PARTY, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF. NOTWITHSTANDING THE FOREGOING, IN THE EVENT PROVIDERS ARE FOUND TO BE LIABILE, OUR LIABILITY TO YOU OR TO ANY THIRD PARTY IS LIMITED TO U.S. $1000 (c) CERTAIN STATE OR PROVINCIAL LAWS MAY NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
14. Release. If you have a dispute with one or more Authorised Users, you release Providers (including their respective officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.
16. Confidentiality and Proprietary Rights.
a. Providers Information.
iv. Restrictions. You may not: (1) modify, adapt, translate or create derivative works based upon the Providers Property; (2) reverse engineer, decompile, decrypt, disassemble or otherwise attempt to discover the source code of any of the Site's Software, or reduce such Software to a human readable form, or permit third parties to do so, or print or copy the HTML or other computer programs that are viewable at the Site; (3) resell, sublicense, publicly display, perform, distribute or publish the Providers Property, or any copy, except that you may distribute permitted copies as incidental to your business activities conducted on the Site; (4) remove, obscure, or alter any copyright notice, trademark, or other proprietary rights notices affixed to or contained within the Site and the products and services offered therein; (5) create any frames at any other Web sites pertaining to or using any of the information provided through the Site; or (6) incorporate any of the information made available by the Site in any other database or compilation, unless expressly permitted in writing.
b. User-Provided Information.
ii. Sharing User Information. Subject always to the provision of the Privacy Notice, Providers may provide to any vendor, distributor, or other third party any Provider obligor's financial, credit, or other information regarding such obligor that Providers may at any time possess, whether such information was supplied by Obligor to Providers or otherwise obtained by Providers.
iv. Limited License. Providers do not claim ownership of the materials you may provide to Providers (including documents, feedback and suggestions), or upload, input or submit to Providers. However, by uploading files, inputting information or otherwise communicating on, to or through the Site, you hereby grant to Providers a perpetual, worldwide, irrevocable, non-exclusive, royalty-free, transferable (with right to grant sublicenses through multiple sublicenses) license to use, copy, adapt, distribute, display, reproduce, transmit, modify and edit such materials, in all media now known or hereafter developed, on the Site and otherwise in accordance with the procedures outlined on the Site (including our Privacy Notice).
18. Third Party Sites. The Site may contain links and pointers to other Internet sites or resources. Links to and from the Site and other third party sites do not constitute an endorsement by Providers or any of their respective affiliates of any third party resources or their contents. Providers make no representation or warranty, and take no responsibility, for the accuracy, content, or any other aspect of these sites and disclaim any liability to you in connection with such sites. If you decide to visit any linked site, you do so at your own risk and it is your responsibility to take all protective measures to guard against viruses or other destructive elements.
19. Telecommunications Equipment and Charges. You are solely responsible for any and all telephone and other communications charges and equipment costs relating to your use of the Site. All transmissions by you via the Site shall be at your sole risk and Providers shall not be responsible for any communications line failure, equipment, or systems failure or other occurrence.
20. Compliance with Laws. You agree that you will comply with all laws, rules and regulations issued by any government, or any authority, department or agency thereof ("Laws") of the United States or any other jurisdiction, as the case may be, where you are using the Site that are applicable to your use of the Site, including, without limitation, Laws governing business practices, contract formation and interpretation, competition, export controls, and data privacy and protection.
22. Service Levels. Providers do not guarantee the Site will be operable at all times or during any down time (i) caused by outages to any public Internet backbones, networks, or servers, (ii) caused by any failures of your equipment, systems, or local access services, (iii) for previously scheduled maintenance, or (iv) relating to events beyond Providers' (or their respective affiliates') control such as strikes, riots, insurrection, fires, floods, explosions, war, attacks, governmental action, labor conditions, earthquake, natural disasters, or interruptions in Internet services to an area where Providers (or their respective affiliates) or your services are located or co-located.
24. For International Users Only. Access to the Site is intended primarily for Authorised Users located within the United States. PROVIDERS MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND THAT USE OF THE SITE OUTSIDE OF THE UNITED STATES IS LAWFUL OR PERMISSIBLE. Those who access the Site from other jurisdictions are responsible for their compliance with local laws, as further provided in Section 20 ("Compliance with Laws").