Click Wrap Agreement

Click Wrap Subscription Information Service Agreement

User access agreement for Internet web or CD electronic database or information service

This agreement is designed to be placed on a web page or software setup screen where customers must click an “I agree” button before proceeding with final signup for or installation of a fee based information service.

I. Introduction

Welcome to , a service provided by , a corporation organized and operating under the laws of . This agreement governs your use as a subscriber of our service. When you click the “I agree” button, you agree to abide by these terms any time you use our service. Clicking on the “agree” button is the equivalent of signing this contract and makes it legally binding.

II. Capacity to contract and Consideration

If you are an individual, you warrant you are 18 years of age or older and have valid legal capacity to enter into and perform your obligations under this Agreement. If you are a representative of a company or entity, you warrant you have the requisite power and authority to enter into this Agreement on behalf of the company or entity.

In exchange for access to our information services, we will charge you for the various services you select or use according to the rate schedule posted at . You should review this rate schedule carefully before selecting or using any services. You will also be charged for any applicable sales or use taxes required by your state.

III. Access and Limited License

A. Access to our services through your account is limited to you personally as a single user. You may not allow others to use your account or your password. You may not log on with multiple simultaneous sessions even if you are the only person using the sessions.

B. The system and much of the information made available through this service is proprietary information. or its suppliers own the intellectual property and other contractual rights (including access rights) associated with the system and the information accessed through the system. Proprietary information includes but is not limited to

1. articles and other data accessible through the service,

2. the computer software used by our system,

3. documentation for our system and databases,

4. the end user interface for our system

5. the name of our system

6. many of the features of our system, including its "look and feel" and

7. collective works comprising our databases.

C. As a subscriber, you are granted a limited, non-exclusive, non-assignable and non-transferable license to access and use the system and the information in it. You may use the information accessed only for . As part of this permitted use, you may temporarily store or print . You may not permanently store or redistribute any information accessed through our system. Your right to copy, reproduce or store information related to or accessed through this service is limited to the temporary limited rights specified in this paragraph. No other copying, reproduction, storage, printing, or redistribution is permitted under this license. You may not modify, adapt, translate, distribute, reverse engineer, decompile or dissemble any proprietary component or information associated with or accessed through our system.

IV. Security

You are responsible for maintaining confidentiality of passwords, user names and account information provided in connection with this service. If you allow someone else access to your account, your account may be terminated and we will have the right to hold you liable for all unauthorized use of our services via your account. You agree to immediately notify of any unauthorized use of passwords, user names or accounts.

V. Privacy

This service is subject to the privacy statement posted at

VI. Disclaimers of Warranties and Liability

You acknowledge that

A. serves as a conduit providing you with access to information which may be owned or provided by third parties.

B. is not responsible for

1. the content, quality, integrity, performance or any other aspect of the information provided or transmitted by this service;

2. errors or problems related to transmission of data;

3. any damages, consequential or incidental, arising out of use of this service.

C. and its suppliers make no warranties of any kind, express or implied, in connection with this service. We make no warranties of non-infringement, accuracy or completeness or any other warranties concerning the information accessible through our system. This service is provided with all faults, and the entire risk as to satisfactory quality, performance, accuracy and effort is with you, the user. There is no warranty that any information, our efforts, or the system meets any standards of merchantibility or will fulfill any of particular purposes or needs even if we have been notified of your purposes or needs.

D. makes no warranty of ability to deliver timely or accurate services.

VII. Indemnification

In addition to indemnification or liability provisions in other sections of this agreement, you hereby agree to indemnify, defend and hold harmless , its shareholders, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, demands, losses, liabilities, damages or expenses (including attorney’s fees and costs) of any nature whatsoever incurred or suffered by us (collectively the “losses”), in so far as such losses (or actions in respect thereof) arise out of, are related to, or are based on or reasonably related to the breach of any representation, warranty, obligation or covenant agreed to by you in this agreement. This clause shall also be effective against your heirs, assigns, or representatives.

VIII. Damages and relief

You acknowledge your breach of any provision of Section III (Access and Limited License) of this agreement by you will constitute immediate and irreparable damage to , which cannot be adequately compensated solely by money damages, and will warrant preliminary and other injunctive or equitable relief in addition to money damages. You also consent to the issuance of such equitable relief and agree no bond or other security shall be required for to obtain any such equitable relief. This provision does not limit any other enforcement actions or remedies which may be available for breach of any provision of this agreement.

IX. Modification clause

The terms of this agreement, including the rate schedule and available services, are subject to change at discretion without prior notice. Notice of changes of terms will be provided by modification of this page or linked pages and updating the revision date for this page or linked pages. Continued use of this service after the revision date of this page or a linked page is updated indicates agreement to the changes.

X. Term and termination

You may change or discontinue your account at any time by submitting the appropriate change or cancellation form available at . has the right to suspend, deactivate or cancel your account at any time for any reason. We also have the right to delete any information related to your account on our system. If your services change, you cancel your subscription, or we suspend, deactivate or cancel your account, you will not receive any refund and you will remain liable for any charges accruing prior to the termination of your account. Where rates are based on a monthly or annual fee, you will be liable for charges for the month in which your account is terminated.

XI. Construction of this agreement

A. The terms and conditions included or incorporated by reference in this agreement constitute the entire agreement between the parties on the subjects covered by this agreement.

B. This agreement shall be binding upon the original parties, and their successors. However, you may not assign your subscription to anyone else.

C. This agreement shall be construed as a whole and not in favor of either party. For example, no provision shall be construed against the party responsible for the language of the provision. Each provision shall be given its fair meaning. The paragraph headings have been added for convenience and shall not be used to interpret the agreement.

D. The rights, remedies and obligations under this agreement are cumulative. The exercise of any rights and remedies under this agreement or any other agreement shall not preclude or waive the right to exercise any and all other rights and remedies. A failure of a party, intentional or otherwise, to exercise in any instance any right under this agreement or any other agreement or law does not constitute a waiver of any rights related to any other instance. Any waiver of rights by must be made in a signed writing by an authorized agent.

E. Severability and Substitution - If any part of this agreement is determined to be invalid or unenforceable, including but not limited to, the warranty disclaimer and liability limitations, the remainder of the agreement shall continue in effect and the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision.

F. Choice of law - This agreement shall be governed by the laws of the United States and the state of and the parties expressly agree to waive any choice of law rules which would result in the application of any other law to the construction or validity of this agreement.

G. Choice of forum - The parties agree to jurisdiction and venue exclusively in state court in for any litigation arising out of or related to this agreement. In actions related to this agreement where federal courts have exclusive jurisdiction, the parties agree to jurisdiction and venue exclusively in the federal courts in .

XII. Independent Investigation

You acknowledge that you have read this agreement and freely and voluntarily agree to all its terms and conditions without modification. You have independently evaluated the desirability of entering into this agreement and are not relying on any representation, guarantee, or statement other than as set forth in this agreement.

Acceptance

I have read and agree to the terms of this Click Wrap Subscription Information Service Agreement.

I agree