Terms of Use Agreement
TERMS OF USE AGREEMENT This Agreement sets forth the terms and conditions under which CreditRiskMonitor.com, Inc., a Nevada corporation (hereinafter "CRM") provides to you (hereinafter "User") access and use for internal business purposes only of the CreditRiskMonitor.com Information Service (the "Service" as defined below). We reserve the right to deny User access to all or part of the Service at any time in our sole discretion. User agrees not to take steps to circumvent our attempts to deny User such access. The Service is available only to Users, employees or other authorized individuals who can legally bind User under applicable law and is not available to minors (typically individuals younger than 18-years-old). The latest version of any signed agreement entered into by User shall control the relationship between CRM and User, unless terminated, and in the absence of a signed agreement the latest version of any electronic agreement shall control the relationship. Definitions (a) "Content" means all information, data, text, images and other multimedia elements on the Service, as well as the structure and organization of information and all other elements on the Service. (b) "Information Providers" means third parties providing to CRM the Content offered by CRM on the Service. (c) "Information Provider's Special Terms and Conditions" means specific terms and conditions to be applied to the use of Content provided by specific Information Provider(s). "Information Provider's Special Terms and Conditions" shall be considered incorporated into this Agreement. (d) "Password" means the confidential code that the User must enter in conjunction with the UserID to access to the password-protected portion of the Service. (e) "Service" means the CreditRiskMonitor.com Information Service located and described at http://www.creditriskmonitor.com and other URLs through which CRM offers news, information, data and other proprietary Content in electronic format created or compiled by CRM. The "Service" may be modified by CRM from time to time without notice. The "Service" provided to different Users may differ. (f) "Subscription" means a paid arrangement between the User and CRM, making available all or part of the password-protected portion of the Service for a period of time. (g) "User" means any physical or corporate person using the CRM website, the CRM Service, or CRM Content in any way. (h) "UserID" means the unique identifier used by User to enter the password-protected portion of the Service. Ownership User acknowledges and agrees that the Content is derived from databases that belong to CRM or Information Providers, and that CRM and Information Providers retain all right, title and interest, including without limitation copyright and other proprietary rights, in the Service and the Content. User further acknowledges that the password-protected portion of the Service contains valuable facts that are trade secrets of CRM and Information Providers. Access to and use of the Service CRM will provide to the User, and the User hereby accepts, a nonexclusive, nontransferable right to access and use the Service subject to the terms, limitations and conditions set forth in this Agreement. Use and access restrictions User shall use the Service and the Content only for internal business purposes, including credit risk analysis and decision-making. User shall not copy, reproduce in any form, license, sell, transfer, make available or otherwise distribute the Service, the Content or any part thereof to any entity or person, except that User may make electronic and/or paper copies of any Content specifically purchased by User from CRM provided that such copies are used solely for User's internal business use. User shall not use the Service or Content to verify, confirm, or fact-check its own information or third party information which is then licensed, sold, transferred, made available, or otherwise distributed by User. In no event shall User use the Service or Content for any purpose that competes with the business of either CRM or its Information Providers. User agrees to immediately notify CRM of any unauthorized use, copying or distribution of the Service and of the Content of which User becomes aware, and User shall use best efforts to immediately stop all such unauthorized use. User ID/Password/Security The User may not use or attempt to use any Password for any unauthorized purpose. The User may not use a third party's Password, nor disclose User's own Password to third parties. The User is also responsible for any and all actions taken under the User's ID and Password. If CRM determines that the User has disclosed their Password to one or more third parties then CRM has the right to invoice the User for additional Passwords at the rate then in effect. The User must protect any Content in its possession from unauthorized use, employing at least the same standard of care as it would with its own trade secrets. The User must notify CRM immediately of any unauthorized use of User's ID or Password or any other breach of security. Content The Content available to Subscriber via the Service has been obtained from sources CRM considers to be reliable. CRM has the right to change Information Providers during the term of this Agreement at its sole discretion and without notice to User. Warranties THE SERVICE IS PROVIDED ON AN "AS IS" BASIS AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, CRM DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. CRM DOES NOT WARRANT THAT THIS SITE WILL BE UNINTERRUPTED, ERROR-FREE OR ACCESSIBLE, THAT DEFECTS WILL BE CORRECTED, THAT THE SITE WILL BE SECURE OR OPERATE WITHOUT ERROR OR THAT THIS SITE OR SERVICES WILL MEET USER'S REQUIREMENTS. CRM AND ITS INFORMATION PROVIDERS MAKE NO REPRESENTATIONS AND/OR WARRANTIES REGARDING THE ACCURACY AND/OR THE COMPLETENESS OF THE CONTENT OR OF THE RESULT OBTAINED FROM USING IT. TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW, CRM DISCLAIMS ANY AND ALL SUCH WARRANTIES. Liability CRM and its Information Providers' total liability arising out of any type of legal claim (whether in contract, tort or otherwise) shall be limited to any amounts the User may have paid to CRM during the twelve (12) month period immediately preceding the date on which such claim arose and, in the absence of any such payment, CRM and its Information Providers shall have no liability. To the maximum extent permitted by applicable law, in no event will CRM or its Information Providers be liable for any indirect, consequential, incidental, special, multiple, punitive or similar damages including, but not limited to, damages for lost profits, loss of goodwill, loss of data, or any and all other loss resulting from the use of the Service by the User. Special S&P Terms for Subscribers Pursuant to a licensing agreement with between CRM and Standard & Poor's ("S&P"), CRM will be making available to Users who Subscribe ("Subscribers"), at no additional cost, S&P RatingsXpress Credit Research. Under the terms of our license with S&P, all CRM Users of this S&P service must affirmatively acknowledge acceptance of the terms and conditions set forth below, before gaining access to this Service for the first time. Accordingly, the Subscriber acknowledges that: (i) Neither CRM, S&P, their affiliates nor any third-party licensor shall have any liability for the accuracy or completeness of the information or software furnished through the CRM Service, nor for delays, interruptions or omissions therein nor for any lost profits, indirect, special or consequential damages; (ii) CRM, S&P, their affiliates or third-party licensors have exclusive proprietary rights in any information and software received; (iii) Subscriber shall not use or permit anyone to use the information or software provided through the CRM Service for any unlawful or unauthorized purpose; (iv) Subscriber is authorized to use the information for internal business purposes, but is not authorized or permitted to furnish such information or software to any person or firm for reuse or retransmission without prior written approval; and (v) Access to the S&P information will terminate in the event that this Agreement is terminated, in accordance with the terms of this Agreement. Warranties and representation of the User The User represents and warrants that all the personal data declared by the User in any Registration Form and other forms entered by the User in using the Service is true and complete. The User represents and warrants that they have the legal capacity and power to enter into the present Agreement. User agrees that by using the Service or the Content, they will be bound by the present Agreement. Subscription charges and payment User may enter into a Subscription with CRM, via forms on the Service or via communication with a CRM employee. By clicking "I agree" on a Subscription form on the Service, the User represents that the User is familiar with the fees and charges listed for Subscription services on the CRM website, and these forms and schedules are an integral part of this Agreement. User understands that CRM may change these fees and charges at its sole discretion and without notice to User, provided that they are clearly posted on the Service website. User represents that the User has read this Agreement, and that this Agreement is a legal and binding agreement between the User and CRM. Unless otherwise agreed in writing by CRM, User agrees to pay CRM all Subscription charges as they become due. User will be able to access the Service solely through the Internet. Access to protected portions of the Service will be possible for the User only through use of a valid UserID and Password. Communications regarding the Subscription will be sent to the User at the e-mail address provided by User in either the Subscription Agreement form or the registration form, and, to the extent that notice is required under this Agreement, User agrees that e-mail addressed to such e-mail address constitutes sufficient and valid notice. Other duties and liabilities of the User The User hereby agrees not to use the Service or related communication services to: (a) disturb, abuse, or in any way violate rights of third parties, included but not limited to right of privacy; (b) infringe any applicable laws and regulations, included but not limited to, laws and regulations about privacy; (c) send or forward messages or communications which are abusive, offensive, obscene, or of such nature to give intentionally offence to any recipient; (d) send or forward messages which promote, sell or advertise any product or service to any recipients; (e) send or forward files or other material which is affected by viruses or similar problems; (f) attempt to defeat the password protection of the Service, nor to enable, assist nor encourage any third party to attempt to do so; (g) attempt to defeat the confidentiality protections of the Service, attempt to reveal the identities of other Users, nor to enable, assist nor encourage any third party to attempt to do so. Manual use only User further warrants and agrees not to develop, implement, create nor deploy any automated method, system or software which could allow a User to avoid manual use of the Service, or otherwise lead to data harvesting or scraping activities. This provision applies equally to password-protected and non-password protected portions of the Service, without limitation. Indemnification The User agrees to indemnify, defend and hold harmless CRM and the Information Providers from any and all claims, damages, liabilities, costs, charges, and expenses, including attorneys' fees, arising out of any breach of this Agreement by the User, including any use of the Content which is not expressly authorized under this Agreement, including without limitation any violation of copyrights or trade secrets belonging to any third parties. Term and termination The term of this Agreement shall commence at the first use of the System or the Content, whichever comes first. It shall expire when superceded by a new written or electronic agreement is made, including without limitation a revision or replacement of this Agreement entered into by User by each future use of the System or the Content, or when terminated by CRM. CRM may terminate this Agreement at any time at its sole discretion, with or without notice or obligation to User, except to refund any unused portion of the Subscription fees paid by User. Except for CRM's obligation to make the Service available to User, all other terms of this Agreement shall survive its termination for a period of 5 years. General (a) Neither CRM nor its Information Providers shall be responsible for delays or performance failures caused from acts beyond their reasonable control. Without limiting the generality of the foregoing, the parties agree that the functioning of the Internet and of the national and international telephone networks are beyond the reasonable control of CRM. (b) The User's name and address may be stored on CRM databases. Information entered by the User in using the Service may also be stored in CRM databases. Portions of this information may be given to Information Providers. This information will be used in CRM operations and systems to create and manage the Service, and may also be used for the research and marketing purposes of CRM, its affiliates and agents. (c) User may not assign or transfer any of the rights and obligations herein without the prior written consent of CRM. (d) CRM may assign or transfer all or part of the rights and obligations herein, with or without notice to User. (e) This Agreement shall be subject to and governed by the laws of the State of New York. The parties hereby agree that any dispute relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in the Southern District of New York, and User hereby consent to personal jurisdiction in such courts. (f) If any provision of this Agreement is deemed illegal or unenforceable, all other provisions shall remain in effect. (g) Section headings in this Agreement are included only for convenience, and do not form part of its essential content. (h) No failure of CRM to fully enforce its rights under this Agreement, nor any failure to enforce its rights at a particular time, shall be construed as an abandonment of those rights, nor limit CRM's ability to enforce those rights at a time of its choosing, to the extent CRM may choose. The appearance of forbearance with one or more Users, or a particular type of prohibited usage, shall not be construed as an abandonment of any rights by CRM with respect to User.
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