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WHEREAS, Provider makes
available certain information (the “Data”), which may be used to morally
evaluate US mutual funds and publicly traded companies; and
WHEREAS, Provider desires to protect the confidentiality and proprietary
value of the Data, both oral and written, of whatever nature thereto;
and
WHEREAS, Subscriber desires to access the Data, and understands the
importance of maintaining the confidentiality of the Data.
NOW THEREFORE, the parties hereto agree as follows:
- The Data:
Data is and shall remain the exclusive property of Provider. Except
as specifically set forth herein, Subscriber, its agents, officers,
directors, representatives, employees, attorneys, and any and all
other persons affiliated and/or associated with Subscriber (the
“Affiliates”) in any manner whatsoever shall not disclose to any
party, parties, entity, entities or any creation or creations of
law, in any form whatsoever either directly or indirectly the
content of the Data unless compelled to do so under governmental
process and/or as ordered by a court of competent jurisdiction.
-
Subscription: Data is
offered by subscription only, and is made available exclusively
through electronic means. Subscriber understands that four
subscription levels are available, as set forth as Exhibit “A”.
Subscriber may elect to upgrade a subscription at any time by
remitting the additional (weekly prorated) fee for the upgrade,
however the original anniversary date will prevail for renewal.
- Performance:
Immediately, or as soon as reasonably practicable, upon receiving
your initialed acknowledgements and subscription fee from
Subscriber, Provider will facilitate internet access to Provider’s
Data. Subscriber shall have no rights under this contract to any
use of the Data except as set forth herein.
-
Merchantability:
Provider makes no warranty, either express or implied, as to the
merchantability or serviceability of the Data for any purpose or
purposes whatsoever.
- Data:
Provider gathers its information from sources it believes to be
reliable. Provider makes no warranty or guarantee however, as to
the accuracy or completeness of the Data.
- Breach:
READ THIS CAREFULLY. By acknowledging your agreement to the terms
and conditions herein, you are hereby specifically agreeing to the
following:
Any disclosure of
Data by Subscriber or Affiliates, other than in accordance with the
provisions set forth herein, shall be in breach of this Agreement,
and Subscriber hereby stipulates and agrees that in the event of a
breach or attempted breach of this Agreement, Provider shall be
entitled to injunctive relief to obtain specific performance of this
Agreement and shall be entitled to recover its costs and attorneys’
fees in connection therewith.
Without limiting the
applicability or enforceability of any other remedies set forth
herein, Subscriber further agrees that an actual breach of this
Agreement by Subscriber will result in irreparable harm to Provider
and that the damages resulting from such breach will be difficult to
accurately determine. Accordingly, the parties warrant, covenant,
and agree that in the event Subscriber breaches the terms of this
agreement, Subscriber shall pay Provider liquidated damages in the
amount of $5000 per incident, plus all reasonable and
necessary costs and out-of-pocket expenses incurred by Provider to
prosecute each such breach under this Agreement.
-
Confidentiality:
-
Subscriber warrants,
covenants, and agrees that neither Subscriber nor Affiliates
will manufacture, effect, or produce, or allow others to
manufacture, effect, or produce a copy or copies, in paper,
electronic or any other form whatsoever, the Data or any portion
thereof for any purpose whatsoever, except in the event
Subscriber is a financial professional in which instance,
Subscriber may use Data exclusively with Subscriber’s own
clients.
-
Subscription is on
an individual basis only; Subscriber may not share the Data with
any party or parties except in the event Subscriber is a
financial professional in which instance, Subscriber may use
Data exclusively with Subscriber’s own clients.
-
Agreement: This
Agreement as set forth herein constitutes the entire agreement and
understanding of the parties hereto as to the subject matter hereof,
and supersedes all previous agreements and discussions between the
parties hereto as to matters addressed herein. No party shall be
bound by any representation with respect to the subject matter of
this Agreement other than as expressly set forth herein. This
Agreement may be amended or modified only by the express written
consent of the parties hereto.
-
Jurisdiction: This
Agreement shall be governed and construed in accordance with the
laws of the State of Florida, except that any conflict of law rule
of that jurisdiction that may require reference to the laws of some
other jurisdiction shall be disregarded. Any conflict arising out
of or as a result of this Agreement shall be resolved by Arbitration
conducted under the then applicable rules of the American
Arbitration Association.
-
Severability: If any
provision of this Agreement shall be deemed void, invalid, or
unenforceable by a court of competent jurisdiction for any reason,
the remaining provisions of the Agreement shall survive and continue
in full force and effect.
-
Assignment: This
Agreement may not be assigned or transferred by Subscriber by
operation of law or otherwise without the prior written consent of
Provider.
- Force
Majeure: In the event
Provider is unable to perform its obligations or duties under the
terms of this Agreement because of acts of God, strikes, riots, acts
of war, equipment failures, or power or other utility failures or
damage or other cause reasonable beyond its control, Provider will
not be liable for any losses, damages, costs, charges, counsel fees,
payments, expenses or liability whatsoever to any other party
resulting from such failure to perform its obligations or duties
under this Agreement or otherwise from such causes. In any such
event, the Provider shall be excused from any further performance
and observance of the obligations so affected (and from any related
indemnity obligations) for as long as such circumstances prevail
provided Provider uses commercially reasonable efforts to recommence
performance or observance as soon as practicable. Under such
circumstances, Provider’s sole obligation to Subscriber shall be to
extend the subscription of this Agreement an equal amount of time
for any period, in excess of twenty-four consecutive hours, that
Provider is unable to perform.
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By placing my initials herein, I hereby attest that I have read the
eVALUEator Subscription Agreement in its entirety, and agree to all the
terms and conditions set forth therein. |