I certify that I am a Licensed User of Daratech Online Services and I agree to abide by all the terms and conditions below.
Daratech Online Services: The term "Daratech Online Services" means the licensed electronic publication and/or information service and software that can be accessed by me on DARATECH's web site.
Licensed User: The term "Licensed User" means a person that has been issued a User Name and Password to access Daratech Online Services by Daratech.
You: The words "you and your and similar personal references" shall be contruced to mean "Licensed User" throught this agreement.
User Name: The term "User Name" means a multi-character code issued by DARATECH to a Licensed User for the purpose of identifying such Licensed User.
Password: The term "Password" means a multi-character code issued by DARATECH to a Licensed User for the purpose of validating a User Name and so protecting Daratech Online Services from unauthorized access and use.
2. PERMITTED AND PROHIBITED USEAGE
I understand that as a Licensed User I have the right, subject to all the limitations in this agreement, to print, or download, components of Daratech Online Services for personal use, or use inside the my organization.
I understand and acknowledge that unless expressly permitted by a prior written contract whith Daratech, I am SPECIFICALLY PROHIBITED form using any part of Daratech Online Services for the following purposes:
(a) Duplication of the Daratech Online Services content for the purpose of including it in another on-line service or resource of any type including but not limited to LICENSEE'S in-house services or resources, or for any purpose other than those expressly permitted herein.
(b) Creation of subsets or derivative Daratech Online Services from Daratech Online Services, except as expressly permitted herein.
(c) Distribution outside my organization of information retrieved or derived from data in Daratech Online Services in any form (printed, electronically relayed, posted to public list services or bulletin boards, or magnetically stored.
(d) Publishing or transfer to the public domain the content of parts thereof in any form.
(e) Advertising and/or promotion.
(f) In support or as part of the sales process of products and/or services.
(g) To support or promote the sale or value of equities and/or other financial instruments, or in support of obtaining loans or other forms of financing
(h) Inclusion in press releases or other material distributed to the press.
(i) Distribution to affiliates, business partners, dealers or distributors
(j) Translating the content of Daratech Online Services or any portion thereof into another natural and/or computer language.
Breach by me of one or more of the following prohibited uses of Daratech Online Services shall be deemed to be a material breach of this Agreement.
The copyright and all other proprietary rights in Daratech Online Services are the sole and exclusive property of DARATECH. LICENSEE agrees and acknowledges that Daratech Online Services is extremely valuable, has taken years to compile and necessitated the application of DARATECH'S unique methodologies, skills and software to collect and present. Further, LICENSEE understands and acknowledges that Daratech Online Services is confidential and is proprietary to DARATECH, and agrees to use all reasonable care to prevent the disclosure, dissemination, copying and use of Daratech Online Services or any portion thereof, in violation of the terms and conditions of this Agreement.
4. PROTECTION OF PROPRIETARY RIGHTS
LICENSEE understands and acknowledges the importance of DARATECH maintaining its proprietary rights over Daratech Online Services and undertakes to avoid prohibited use Daratech Online Services as such prohibited use is defined in this Agreement. LICENSEE shall inform Licensed Users and its other employees that may have access to Daratech Online Services content or are provided with Daratech Online Services content of its usage restrictions under this Agreement and ensure all such employees comply with the limitations on usage stipulated in this Agreement.
If LICENSEE wishes to offer the Daratech Online Services information or services to persons other than Licensed Users, permission to do so shall require a prior written agreement with Daratech.
LICENSEE shall instruct all Users using Daratech Online Services or components therefrom to give proper attribution to DARATECH for any data extracted from Daratech Online Services as follows: © 2007 Daratech, Inc.
I understand that Daratech Online Services May Be Updated/Changed Without Notice and I understands and acknowledges that Daratech Online Services contains information that will be updated and augmented and sometimes reduced during the term of this Agreement, and that DARATECH reserves the right to Update and/or change the content of Daratech Online Services without notice.
I understand that Daratech Online Services is provided "as is", without warranty of any kind. Further, DARATECH does not warrant, guarantee or make any representations that LICENSEE's use of the Daratech Online Services will be uninterrupted or error-free, or that the results obtained will be correct or will satisfy LICENSEE's requirements. LICENSEE assumes the entire risk as to the content and performance of Daratech Online Services and that your use of the Daratech Online Services is SPECIFICALLY CONTINGENT on your assuming this risk.
DARATECH makes no representations or warranties either express or implied, with respect to Daratech Online Services including but not limited to, its correctness, quality, performance, merchantability or fitness for a particular use of any Daratech Online Services content or any information that may be contained in Daratech Online Services now or in the future.
I understand and acknowledge that in no event shall DARATECH be liable for indirect, special, incidental or consequential damages arising out of the use of or inability to use the Daratech Online Services or for any loss or damage of any nature caused to any person as a result of the use of the Daratech Online Services. In no event shall DARATECH's liability under this Agreement exceed the annual Daratech Online Services fee received by DARATECH from you.
DARATECH's or your failure or delay in exercising any right or power hereunder shall not operate as a waiver of such right or power.
This Agreement shall constitute the entire agreement of the parties with respect to the subject matter hereof, superseding all prior oral and written communications, proposals, negotiations, representations, understandings, courses of dealing, agreements, contracts and the like between the parties in such respect.
This Agreement may only be amended or modified or terminated, and any right under this Agreement may be waived in whole or in part, only by a prior writing signed by both parties.
The invalidity or unenforceability of any of the convenants, phrases or clauses in this contract shall not affect the remaining portions hereof, but this contract shall be construed as if such invalid covenant, phrase or clause had not been contained herein.
This Agreement may be executed in any number of counterparts, each of which, when executed by both parties to the Agreement shall be deemed to be an original, and all of which counterparts together shall constitute one and the same instruments.
Headings And Captions: This Agreement contains headings and captions only for convenience of reference, which headings do not form part, shall not be used in construction, and do not define the limit or describe the scope or intent of any provision of this Agreement.
Singular, Plural, Masculine, Feminine: Unless the context clearly requires otherwise, the singular includes the plural, and vice versa, and the masculine, feminine and neuter adjectives include one another.
This Agreement shall be construed in accordance with and governed by the laws of the Commonwealth of Massachusetts. Each of the parties hereto agrees that any suit, action or proceeding instituted against such party under or in connection with this Agreement shall be brought only in a court of competent jurisdiction in the Commonwealth of Massachusetts or in the US District Court for the District of Massachusetts. By execution hereof, each party hereto irrevocably waives any objection to, and any right of immunity on the grounds of improper venue, the convenience of the chosen forum, the personal jurisdiction of such courts or the execution of judgements resulting therefrom. Each party hereby irrevocably accepts and submits to the exclusive jurisdiction of such courts in any such action, suit or proceeding. Each party hereby irrevocably designates, appoints and empowers in the case of any of the aforementioned courts, each and every one of its authorized agents to receive for and on behalf of each party the service of any writ, judgment or other notice of legal process in connection with any suit, action or proceeding in any of such courts, delivery of which to such party shall be as provided for in paragraph.