(Hereinafter referred to as the "Agreement")
IMPORTANT, READ CAREFULLY. This Agreement is a legally binding document between you and AXIOMETRICS INC. ("AXIOMETRICS"). You acknowledge your acceptance of the terms and conditions of this Agreement once you log-in to the web site. If you do not agree with any of the restrictions in the Agreement below; you are instructed not to log-in and to exit the web site. Further, the submission of your order and/or use of AXIOMETRICS' reports, research, data, and web sites (collectively, the "Information"), indicates your acceptance of the terms of this Agreement.
- In consideration of the submission of your order and/or the use of AXIOMETRICS' Information, you are granted a non-transferable, non-exclusive right to use the Information solely in accordance with this Agreement. You are not purchasing the Information.
- Subject to the limitations set forth in Section 3 below, You may use the Information in the course of your business solely in reports, presentations and/or memoranda for internal and/or external distribution; provided, however, that all such use of the Information shall include any copyright notices, original source attribution (if applicable), and any other attributions, disclaimers, or notices as AXIOMETRICS may from time-to-time require. The following are examples for which the Information may expressly be used: (a) working papers or word processing or spreadsheet programs underlying a report that you prepare, (b) capital markets reports, (c) securities analysis, (d) corporate finance, (e) presentations to institutional investors and other financial institutions and investors, (f) investment analysis and portfolio management and (g) marketing packages.
- You may not use the Information to compete with AXIOMETRICS. For example, you may not: (a) resell the Information or any part or derivative thereof; (b) use, key, scan or type any part of the Information or enter data contained within the Information for the purpose of compiling databases or similar compilations to give, sell, rent or provide access to anyone, unless you have received AXIOMETRICS' prior written consent; (c) accumulate Information for storage in or export to any archival database for the purpose of future retrieval or re-use not related to the original purpose or job for which the Information was obtained; or (d) include Information in any "data library" or other data-sharing arrangement accessible to anyone other than your employees. You may not duplicate hard copies of the Information for use in your satellite offices or by clients or prospective clients.
- You may not let third parties use your password or user name and use of your password or user name by a third party may result in the automatic termination of your subscription without further notice or refund. You agree that you are responsible for any use of your password made by any third party to the same extent as if the use was made by you, and your obligations under this Agreement, including your indemnify obligations set forth in Section 8 below, shall apply to any use of your password by any third party, and any damages resulting from that use. In addition, failure to timely pay your subscription fee may result in the cancellation of your subscription without notice or refund. AXIOMETRICS hereby reserves the right to audit and monitor, whether physically or electronically, the number of requests for Information you submit, and the frequency and duration of your AXIOMETRICS on-line activity. If, in AXIOMETRICS' sole opinion, such monitoring or other evidence indicates a breach of any term of this Agreement, AXIOMETRICS may terminate your password without notice and may pursue any and all remedies available for such breach. In the event of such breach by you, AXIOMETRICS is under no obligation to refund of any subscription fee to you. In the event that either party prevails in any action arising under this Agreement, such prevailing party shall be entitled to recover from the other party all reasonable costs, expenses and attorneys' fees incurred in connection therewith.
- AXIOMETRICS' Information is copyrighted and protected by the copyright laws of the United States and the Universal Copyright Convention. AXIOMETRICS reserves all rights to the Information and the underlying data compilations and information maintained by AXIOMETRICS. You may not do anything to impair AXIOMETRICS' copyrights in the Information. You acknowledge that, as between you and us, AXIOMETRICS owns all right, title and interest in the Information, including without limitation all intellectual property rights in the Information and in any derivative work based on the Information. You shall not acquire any right, title or interest in the Information, except as set forth in this Agreement. Information shall also include any reformatting of the Information or calculations and results derived from the Information by you, AXIOMETRICS or any third party.
- You may not use any trademark, service mark or trade name of AXIOMETRICS without AXIOMETRICS' prior written consent. You may not remove, alter or reproduce the trademarks found in AXIOMETRICS' Information.
- You must treat the Information as confidential, and you must instruct your employees who have access to the Information to keep them confidential.
- YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE INFORMATION IS NOT WARRANTED BY AXIOMETRICS AND IS LICENSED AS IS. AXIOMETRICS MAKES NO WARRANTIES, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF TITLE, NONINFRINGEMENT, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, ELECTRONIC SECURITY, OR FREEDOM FROM VIRUSES. THE INFORMATION IS DERIVED FROM SOURCES DEEMED RELIABLE, BUT AXIOMETRICS AND ITS AFFILIATES DO NOT GUARANTEE THE CORRECTNESS OR COMPLETENESS OF ANY PROGRAMS, DATA OR OTHER INFORMATION FURNISHED. AXIOMETRICS AND ITS AFFILIATES SHALL NOT BE RESPONSIBLE OR HAVE ANY LIABILITY FOR ANY INJURY OR DAMAGES CAUSED BY DELAYS OR INTERRUPTIONS OF SERVICES FROM WHATEVER CAUSE. YOU ARE SOLELY RESPONSIBLE FOR THE ACCURACY AND THE ADEQUACY OF THE INFORMATION USED BY YOU AND THE RESULTANT OUTPUT THEREOF. YOU EXPRESSLY UNDERSTAND AND AGREE THAT AXIOMETRICS AND ITS AFFILIATED COMPANIES SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL (INCLUDING LOST PROFITS) DAMAGE OR LOSS ARISING OUT OF OR RESULTING FROM YOUR USE OR POSSESSION OF THE INFORMATION (INCLUDING DATA LOSS OR CORRUPTION), REGARDLESS OF WHETHER SUCH LIABILITY IS BASED IN TORT, CONTRACT OR OTHERWISE. AXIOMETRICS AND ITS AFFILIATES SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR THE SECURITY OR MAINTENANCE OF ANY INFORMATION ACCESSED BY YOU. YOU AGREE TO INDEMNIFY AXIOMETRICS AND ITS AFFILIATES AND HOLD THEM HARMLESS AGAINST ANY LOSS, CLAIM, DEMAND OR EXPENSE (INCLUDING REASONABLE ATTORNEYS' FEES) ARISING IN CONNECTION WITH YOUR USE OF AXIOMETRICS’ SERVICE OR THE INFORMATION.
UNDER NO CIRCUMSTANCES WILL AXIOMETRICS, ITS AFFILIATES AND/OR RELATED COMPANIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR AN AMOUNT GREATER THAN, THE AGGREGATE AMOUNT OF THE SUBSCRIPTION FEE PAID BY YOU TO AXIOMETRICS FOR THE INFORMATION. THE REMEDIES AVAILABLE TO YOU AGAINST AXIOMETRICS OR ANY OF ITS AFFILIATED COMPANIES UNDER THIS AGREEMENT ARE EXCLUSIVE.
If you fail to comply strictly with the terms and conditions of this Agreement, you are in irrevocable default, and your right to use the Information will be immediately terminated.
- These terms and conditions will be construed under Texas law. You agree to submit all disputes with AXIOMETRICS arising out of these terms and conditions to binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association. The arbitration will take place in Dallas, Texas. The arbitrator may award to AXIOMETRICS, for each breach by you of any provision of these terms and conditions, at AXIOMETRICS' election, (a) actual damages according to proof, (b) liquidated damages, or (c) statutory damages for copyright infringement. Disputes or enforcement of rights arising out of this arbitration provision will be heard by a court of competent jurisdiction in Dallas, Texas.
- These terms and conditions form the entire agreement between you and AXIOMETRICS for the Information. In the absence of a written agreement signed by you and AXIOMETRICS, this Agreement is the complete agreement between you and AXIOMETRICS.
- Orders that you place electronically for Information and that are accepted by AXIOMETRICS fully incorporate the terms and conditions of this Agreement and are as binding on you as original written documents.
- If a court or arbitrator finds any term or provision of this Agreement invalid or unenforceable, that provision will be construed so as to realize to the greatest possible extent the parties' expressed intent. The remainder of the Agreement will not be affected by such a finding and will remain valid and enforceable.
- AXIOMETRICS' performance under this Agreement will be excused to the extent that AXIOMETRICS is hindered or prevented from performance for causes beyond AXIOMETRICS' control.
- This Agreement is binding on you and on all your successors, assigns, agents, representatives, and employees. You may not assign this Agreement without the prior written consent of AXIOMETRICS. This Agreement may be modified or waived only in writing and only if executed by your authorized representative and by AXIOMETRICS' President at AXIOMETRICS' principal offices in Dallas, Texas.
- All rights and obligations which by nature would extend beyond the termination, cancellation, or expiration of this Agreement shall survive such termination, cancellation or expiration. You may not assign any benefit under this Agreement without AXIOMETRICS' written consent.
Ronald G. Johnsey
14901 Quorum Drive
Dallas, TX 75254