Grant of Limited License
IVES hereby grants User a nonexclusive, nontransferable, revocable, limited license to access and use the Site. This license is strictly limited to the right to electronically download and display information and data retrieved from the Site. Any rights not expressly granted herein are reserved by IVES.
Restriction On Use
Except as specifically provided herein, User is strictly prohibited from: (a) reselling materials retrieved from the Site; (b) storing any materials from the Site in any archival or retrieval system (whether electronic or non-electronic) that is indexed or searchable; (c) using the Site in any fashion that infringes the copyrights or other intellectual property rights of any third party; (d) decompiling, reverse engineering, disassembling, renting, leasing, loaning, creating derivative works from and sublicensing the Site; (e) using any "spider", "bot", "data miner" or any other program, device or methodology to access, acquire, copy, or monitor the Site; (f) using or otherwise exporting or re-exporting the Site in violation of the export control laws and regulations of the United States of America; (g) using the Site, or facilitating any other individual's use of the Site, in any manner that is adverse to, or competitive with IVES; (h) using the Site in any jurisdiction where it is illegal.
User acquires no right, copyright, title or interest in the Site. All rights, title and interest in and to the Site, all the content, code, data and materials thereon, the look and feel, design and organization of the Site, and the compilation of the content, code, data and materials on the Site, including but not limited to any copyrights, trademark rights, patent rights, database rights, moral rights and other intellectual property rights therein are proprietary to IVES and/or third parties.
Charges and payment terms shall be governed by a Subscription Agreement covering the User (as applicable) or the Fee Schedule (in the case of a site license).
Access to the Site
IVES will utilize information the User provides on the Customer Information Form(s) to determine, in its sole discretion, whether User is eligible to access and use the Site and the information, products, software, services and features contained therein. IVES does not authenticate the identities of users, except in connection with products or services wherein it is expressly designated otherwise. User's password may be restricted from accessing certain materials otherwise available in the Site.
THE SITE, INCLUDING, WITHOUT LIMITATION, ALL SERVICES, CONTENT, FUNCTIONS, INFORMATION AND MATERIALS PROVIDED ON OR THROUGH THE SITE, ARE PROVIDED "AS IS," "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA, DATA PROCESSING SERVICES, UPTIME OR UNINTERRUPTED ACCESS, ANY WARRANTIES CONCERNING THE AVAILABILITY, PLAYABILITY, DISPLAYABILITY, ACCURACY, PRECISION, CORRECTNESS, THOROUGHNESS, COMPLETENESS, USEFULNESS, OR CONTENT OF INFORMATION, AND ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND IVES HEREBY DISCLAIMS ANY AND ALL SUCH WARRANTIES, EXPRESS OR IMPLIED. IT IS SUBSCRIBER'S RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY SUCH INFORMATION, OPINION, ADVICE, MATERIALS, RESULTS, DATA, TEXT, IMAGES OR OTHER CONTENT AVAILABLE THROUGH THE SITE.
IVES DOES NOT WARRANT THAT THE SITE, INCLUDING, WITHOUT LIMITATION, ALL SERVICES, CONTENT, FUNCTIONS, INFORMATION AND MATERIALS PROVIDED ON OR THROUGH THE SITE WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED.
IVES MAKES NO WARRANTY THAT THE SITE, INCLUDING, WITHOUT LIMITATION, ALL SERVICES, CONTENT, FUNCTIONS, INFORMATION AND MATERIALS PROVIDED ON OR THROUGH THE SITE WILL MEET SUBSCRIBER'S REQUIREMENTS.
NO INFORMATION, OPINION, ADVICE, MATERIALS, RESULTS, DATA, TEXT, IMAGES, OR OTHER CONTENT OBTAINED BY SUBSCRIBER THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
Exclusion of Consequential Damages
Neither IVES nor any of its partners, agents, affiliates, officers, directors, employees, subcontractors, successors or assigns shall be liable for any consequential, punitive, special, coincidental or indirect damages arising out of any use of the Site, any information contained on the AuditAnalytics.com web site, any inability to gain access or to use the Site or any breach of this agreement.
Limitation of Liability
IN NO EVENT, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL IVES, OR ANY OF ITS DIRECTORS, SHAREHOLDER, OFFICERS, EMPLOYEES, AGENTS OR CONTENT OR SERVICE PROVIDERS (COLLECTIVELY, THE "PROTECTED ENTITIES") BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM, OR DIRECTLY OR INDIRECTLY RELATED TO, THE USE OF, OR THE INABILITY TO USE, THE SITE OR THE SERVICES MADE AVAILABLE ON OR THROUGH THE SITE, OR THE CONTENT, MATERIALS AND FUNCTIONS RELATED THERETO, LOST BUSINESS OR LOST SALES, EVEN IF SUCH PROTECTED ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITIES OF SUCH DAMAGES.
IN NO EVENT SHALL THE PROTECTED ENTITIES BE LIABLE FOR OR IN CONNECTION WITH ANY CONTENT POSTED, TRANSMITTED, EXCHANGED OR RECEIVED BY OR ON BEHALF OF ANY SUBSCRIBER OR OTHER PERSON ON OR THROUGH THE SITE.
IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE PROTECTED ENTITIES TO SUBSCRIBER FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM SUBSCRIBER'S USE OF THE SITE OR THE SERVICES EXCEED, IN THE AGGREGATE, THE AMOUNT, IF ANY, PAID BY SUBSCRIBER TO IVES PURSUANT TO THE AGREEMENT DURING THE TWELVE-MONTH PERIOD PRECEDING EVENTS GIVING RISE TO SUCH LIABILITY.
THE PARTIES ACKNOWLEDGE THAT THE SUBSCRIPTION FEES AND OTHER CHARGES ASSOCIATED WITH THE AGREEMENT REFLECT THE ALLOCATION OF RISK SET FORTH HEREUNDER AND THAT IVES WOULD NOT ENTER INTO THE AGREEMENT WITHOUT THE FOREGOING LIMITATIONS.
Governmental laws and regulations control the export of products and information. User agrees to comply with such restrictions and not to export or re-export the services, content, functions, information and materials provided through the Site to countries or persons prohibited under the export control laws. By accessing and using the Site, User is agreeing that User is not in a country where such export is prohibited or is a person or entity to which such export is prohibited. User is responsible for compliance with the laws of User's local jurisdiction regarding the import, export, or re-export of any Materials retrieved from the Site.
User's Representations and Warranties
User hereby represents and warrants that: (a) the information User has provided to IVES is true and accurate; (b) User will at all times comply with all applicable laws, rules, and regulations with respect to the User's use of the Site; (c) User will not use the Site to infringe, misappropriate or violate the rights of IVES or third parties; (d) User will not knowingly introduce to or through the Site any viruses or other items of a destructive nature; and (e) User will comply at all times with the terms of this Agreement, as amended, and all terms incorporated herein by reference.
Indemnification by User
User agrees to indemnify and hold harmless IVES, it partners, agents, affiliates, officers, directors, employees, subcontractors, successors and assigns harmless from any and all third party claims, demands, expenses, causes of action, including reasonable attorney's fees and court costs, judgments, settlements, penalties, expenses, or costs arising out of or related to: (a) any breach by User, of this Agreement or any terms incorporated herein by reference; (b) any use of the Site by User; (c) any infringement, misappropriation or violation by User of any copyrights or other intellectual property rights of any third party.
Access to Passwords
Access to and use of secure areas of the Site is restricted to authorized users of the Site. User shall ensure that its access to the Site cannot be used by anyone other than the User. User shall not share or exchange its password or identification with anyone. User is solely responsible for maintaining the security of its AuditAnalytics.com identification and password information. User is responsible for all access of the Site under User's identification and password, whether or not User has any knowledge of such access or use. User's password may be restricted from accessing certain materials otherwise available in the Site.
User understands that any communication between it and IVES, including email communication, should not be considered confidential. User shall not send IVES any confidential or sensitive information.
The terms and conditions shall in all respects be governed and controlled by the laws of the Commonwealth of Massachusetts applicable to agreements executed and to be performed entirely therein, without application of its choice of law principles, and all claims and/or lawsuits in connection with the Agreement must be brought in any state or federal court located in the Commonwealth of Massachusetts, and both parties hereby submit to the jurisdiction and venue of any such court.
IVES reserves the right, at its sole discretion, to amend this Agreement at any time. Any amended Agreement will be made available online on a click-through basis, will be effective immediately upon being posted, and will be posted on the AuditAnalytics.com website. If any change is unacceptable to User, User shall terminate its use of the Site. IVES reserves the right, at its sole discretion, to modify, enhance, add or delete any portion of the Site at any time.
Subscriber may not assign the Agreement, or any of its rights, duties or obligations hereunder, to any person or entity, in whole or in part, and any attempt to do so shall be deemed void and/or a material breach of the Agreement.
IVES may suspend or discontinue providing the Site to User with or without cause and without notice if User fails to comply with any of its obligations under this Agreement. All of User's obligations under this Agreement, including those outlined in the "Restrictions of Use" section, will survive the termination of this Agreement.
The failure of IVES to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.
IVES may pursue any other remedy legally available to it if User fails to comply with any of its obligations hereunder. IVES may assign its rights and delegate its duties under this Agreement. User may not assign its rights or delegate its duties under this Agreement without the prior written consent of IVES.
If any provision hereof is adjudged to be invalid, void or unenforceable, the parties agree that the remaining provisions hereof will not be affected thereby, that the provision in question may be replaced by the lawful provision that most nearly embodies the original intention of the parties, and that the other terms of this Agreement will in any event remain valid and enforceable.
All provisions of the Agreement, including these terms and conditions, relating to proprietary rights, disclaimers, limitation of liability, use restrictions and prohibited conduct, indemnification and payment, and any obligations which either expressly or by their nature are to continue after the termination of the Agreement shall survive and remain in effect.
The Site may contain links to other resources on the Internet. Such links are provided solely as aids to assist you in locating other Internet resources that may be of interest. They are not intended to state or imply that IVES sponsors or is anyway affiliated with or related to such linked websites. IVES does not make any warranty or representation regarding the content or accuracy of materials on such sites. In addition, IVES makes no representation that all Users will have access to all sites since some websites place restrictions on access. A User's decision to access linked third party websites is at User's own risk. User may not link to AuditAnalytics.com without the prior written consent of IVES.