TERMS AND CONDITIONS: PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY. THEY GOVERN YOUR RIGHT TO RECEIVE SERVICES FROM CPR & CDR TECHNOLOGIES, INC. (CPR & CDR). BY AUTHORIZING THIS AGREEMENT, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS AND ACCEPT THEM IN FULL, AS THEY MAY BE MODIFIED BY CPR & CDR FROM TIME-TO-TIME. I. Service Description The Services provided by CPR & CDR include a suite of standard industry analysis and reports available from CPR & CDR. The Subscriber is entitled to the Standard Package as set forth in the Service Request. The Subscriber shall select other Services it wishes to receive in addition to the Standard Package from the attached Service Request. Each Service selected entitles Subscriber to reports and analysis as described in the Service Request. Subscriber may later add or delete other Services and/or portions thereof by completing, dating and signing a new Service Request and returning it to CPR & CDR in accordance with the instructions set forth therein. CPR & CDR shall implement such additions and/or deletions as soon as is reasonably practical following CPR & CDR's receipt of the completed and signed Service Request. II. Restrictions on Use Unless otherwise set forth in the Service Request, the analysis and reports contained therein are proprietary to each entity that provides the data to CPR & CDR (Originators). Subscriber is permitted to use the information received under this agreement and distribute such only to the extent such use and redistribution is permitted pursuant to the Subscriber's agreement and with the applicable Originators, to the extent such agreements exist. In the event no such agreement(s) exist, then the Subscriber may only use the analysis and reports within its own data processing operation in the ordinary course of its own business and is specifically prohibited from redistributing, transferring, licensing, retransmitting, duplicating, distributing or rebroadcasting the data to unlicensed users. Nothing set forth in this Section II shall prohibit Subscriber from using the data, or any information or analyses derived therefrom, in the normal course of its business. III. Fee Schedule Subscriber agrees to pay CPR & CDR according to the fee schedule set forth in the Service Request. The Subscriber will receive monthly invoices and shall remit payment within thirty (30) days. CPR & CDR shall have the right to charge one and one half percent (1 ½%) interest per month, not to exceed the maximum rate permitted by law, on all amounts not paid within the thirty (30) days. In addition to the fees set forth in the Service Request, each Originator reserves the right to impose fees on Subscriber for the analysis and reports. At the Originator's option, these additional fees shall be payable by the Subscriber either directly to the Originator or to CPR & CDR on the Originator's behalf. CPR & CDR also reserves the right to pass on to Subscriber all or part of any fees imposed on it by any Originator. IV. No Warranties; Limitation of Liability Although CPR & CDR attempts to provide accurate output and input data, information, analysis, reports, and materials (collectively, the "Contents"), it makes no representation, endorsement, or warranty that such Contents are accurate or suitable for any particular purpose. THE SUBSCRIBER EXPRESSLY AGREES TO ACCEPT THE CONTENTS PROVIDED ON AN "AS IS" BASIS. THE CONTENTS ARE PROVIDED WITHOUT ANY REPRESENTATIONS, ENDORSEMENTS, OR WARRANTIES OF ANY KIND WHATSOEVER, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF TITLE OR ACCURACY AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, WITH THE SOLE EXCEPTION OF WARRANTIES (IF ANY) WHICH CANNOT BE EXPRESSLY EXCLUDED UNDER APPLICABLE LAW. AS NOTED BELOW, CPR & CDR ALSO MAKES NO REPRESENTATIONS, ENDORSEMENTS, OR WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO ANY DATA RECEIVED FROM ORIGINATORS. Neither CPR & CDR nor any of its Originators, employees or agents warrant that the analysis and reports will be timely, complete or error free, nor shall such parties be liable in any way to Subscriber, or to any other entity, for the contents or for any inaccuracy, inadequacy, non distribution, non transmission, interruption, error or delay in or omission of data, or any loss or damage resulting therefrom. The Subscriber agrees to defend, indemnify and hold CPR & CDR, its Originators, employees, or agents harmless from and against any claim, liability, loss, cost, damage or expense (including attorney's fees) incurred by or threatened against such parties or Subscriber which arise out of or result from: a) any inaccuracy and/or inadequacy of the contents; b) the use or distribution of the contents; c) errors or delays in the distribution of the contents unless caused by CPR & CDR's gross negligence or willful misconduct; d) mistakes, omissions, interruptions, delays, errors or defects by Subscriber, whether human or mechanical, that may occur under this Agreement; and/or e) any violation or breach of the terms and conditions of this Agreement and/or any agreements between Subscriber and Originator. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, IN NO EVENT SHALL CPR & CDR'S LIABILITY FOR ANY LOSS, DAMAGES OR CLAIMS RELATING TO OR ARISING OUT OF THIS AGREEMENT EXCEED THE FEES PAID BY SUBSCRIBER TO CPR & CDR HEREUNDER. IN NO EVENT SHALL CPR & CDR BE LIABLE TO SUBSCRIBER OR TO ANY THIRD PARTY FOR ANY DAMAGES RESULTING FROM LOST PROFITS, LOST SAVINGS, LOSS OF DATA, USE OF PRODUCTS OR FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, EVEN IF CPR & CDR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The foregoing limitation of liability shall apply regardless of the form of the action, whether in contract, warranty, tort (including negligence) or otherwise. No action, regardless of form, arising out of this Agreement, may be brought by Subscriber more than one (1) year after it has accrued. CPR & CDR may, without liability to Subscriber or any other entity, suspend or discontinue providing analysis and reports to Subscriber to the extent that an Originator(s) ceases providing such data to CPR & CDR. V. Termination Except as otherwise set forth in the Service Request, the Subscriber may terminate a Service(s) at any time by giving CPR & CDR ten (10) business days' written notice. CPR & CDR may suspend or discontinue providing Services to Subscriber if Subscriber fails to pay invoices on a timely basis provided, however, that CPR & CDR shall give Subscriber a minimum of fifteen (15) business days' written notice prior to such suspension or discontinuance, and give the Subscriber the opportunity to bring its accounts up to date within such fifteen (15) day period. VI. No Representation The Subscriber may not represent, either directly or indirectly, that CPR & CDR or its Originators sponsors or endorses, in any manner, Subscriber, any other person, any particular use of the analysis and reports or any equipment or software. VII. Assignment Subscriber agrees that CPR & CDR may, upon written notice to Subscriber, assign this Agreement or all or part of CPR & CDR's rights and obligations hereunder to another company or individual (Assignee). Subscriber agrees that upon receipt of such written notice Subscriber shall, to the extent directed by CPR & CDR, perform its obligations hereunder for the benefit of CPR & CDR's Assignee and, if so directed, shall pay to CPR & CDR's Assignee all sums due or to become due hereunder. VIII. Confidentiality Subscriber agrees to maintain and protect the confidentiality of the analysis and reports and agrees not to disclose or use the data for any purpose not contemplated by this Agreement. Subscriber agrees to formulate and adopt appropriate safeguards in light of its own operating procedures to ensure protection of the confidentiality of the data. The restrictions on disclosure of the analysis and reports and the confidentiality requirements set forth in this Section VIII shall not apply when, and to the extent that, such data: (i) is part of the public knowledge or literature, (ii) is made available to the general public by an Originator or a third party who is lawfully in possession of such information, not as a result of any action or failure to act on, the part of Subscriber, (iii) was previously known to Subscriber free of any obligation to keep it confidential, (iv) is subsequently disclosed to Subscriber free of any obligation to keep it confidential, or (v) is independently developed by Subscriber or a third party. IX. Additional Requirements The Subscriber shall be required to comply with any additional requirements set forth in the Service Request. In the event of a conflict between the terms and conditions of this Agreement and those set forth in the Service Request, the latter shall apply. YOUR ACCEPTANCE OF THE FOREGOING AGREEMENT IS INDICATED BY CLICKING THE BELOW "I AGREE" BUTTON.

 

     

 

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