1. ACCEPTANCE OF TERMS.
2. YOUR REGISTRATION OBLIGATIONS.
Use of certain Satmetrix services available on the Satmetrix Site will require that You register. In that event, You agree to: (a) provide true, accurate, current and complete information (the “Registration Data”) about Yourself as prompted by the applicable Satmetrix service registration form; (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete; and (c) create only one (1) unique profile with the applicable Satmetrix service. If You provide any information that is untrue, inaccurate, not current or incomplete, or Satmetrix has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Satmetrix has the right to suspend or terminate Your account and refuse any and all current or future use of the applicable Satmetrix services (or any portion thereof) without further obligation or liability.
3. NO REPRODUCTION OR DISTRIBUTION OF SATMETRIX SITE.
You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Satmetrix Site.
4. GENERAL BEHAVIOR.
You agree not to:
a. upload, post, email or otherwise transmit any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
b. impersonate any person or entity, or falsely state or otherwise misrepresent Your affiliation with a person or entity;
c. forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Satmetrix Site;
d. upload, post, email or otherwise transmit any Content that You do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
f. upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation, except in those areas (such as shopping rooms) that are specifically and expressly designated for such purpose;
g. upload, post, email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
h. interfere with or disrupt the Satmetrix Site or servers or networks connected to the Satmetrix Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Satmetrix Site;
i. intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;
k. collect or store personal data about other users of the Satmetrix Site;
l. automate use of the Satmetrix Site; and/or
m. interfere with, disrupt, or create an undue burden on the Satmetrix Site or the networks or services connected to the Satmetrix Site;
You acknowledge that Satmetrix does not pre-screen Content, although Satmetrix shall have the right (but not the obligation) in Satmetrix’s sole discretion to refuse to accept or to remove any Content that is available via the Satmetrix Site. Without limiting the generality of the foregoing, Satmetrix reserves the right to remove any Content that violates this Agreement, is inaccurate, or is otherwise objectionable. You agree that You must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In the event that You gain access to Content or Information not intended to be accessed by You, You agree that You will immediately notify Satmetrix and lawfully destroy all copies of such Content and/or Information in Your possession. .You acknowledge and agree that Satmetrix may preserve Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce this Agreement; (c) respond to claims that any Content violates any third party rights; or (d) protect the rights, property, or personal safety of Satmetrix, its Users and the public. You understand that the technical processing and transmission of the Satmetrix Site, including Your Content, may involve: (a) transmissions over various networks; and/or (b) changes to conform and adapt to technical requirements of connecting networks or devices.
5. ACCOUNT INFORMATION AND DATA.
Satmetrix does not own any Content that You submit to the Satmetrix Site in the course of using the Satmetrix Site. You own such Content, and you, not Satmetrix, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all such Content, and Satmetrix shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any of the foregoing, whether entered or sent via the Satmetrix Site. Satmetrix reserves the right to withhold, remove, and/or discard Content without notice in the event of any breach. Upon termination of this Agreement, Your right to access or use Content and any Information immediately ceases, and Satmetrix shall have no obligation to maintain or forward any Content or Information.
6. USER DISPUTES.
You are solely responsible for Your interactions with other Satmetrix users. Satmetrix reserves the right, but has no obligation, to monitor disputes between You and other users.
You agree to indemnify and hold Satmetrix, and its parent, subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from and against any claim or demand, including reasonable attorneys’ fees, made by any third party arising out of or relating to any Content You submit or receive, post to or transmit through the Satmetrix Site, Your use of the Satmetrix Site, Your connection to the Satmetrix Site, Your violation of this Agreement, and/or Your violation of any IP Rights or other rights.
You agree that Satmetrix, in its sole discretion, may terminate Your use of the Satmetrix Site, and remove and discard any Content within the Satmetrix Site, for any reason, including, without limitation, for lack of use or if Satmetrix believes that You have violated or acted inconsistently with the letter or spirit of this Agreement. Satmetrix may also in its sole discretion and at any time discontinue providing the Satmetrix Site, or any part thereof, with or without notice. You agree that any termination of Your access to the Satmetrix Site under any provision of this Agreement may be effected without prior notice, and acknowledge and agree that Satmetrix may immediately deactivate or delete Your account and all related information and files in Your account and/or bar any further access to such files or the Satmetrix Site. Further, You agree that Satmetrix shall not be liable to You or any third-party for any termination of Your access to the Satmetrix Site.
9. SATMETRIX’S PROPRIETARY RIGHTS.
Satmetrix alone (and its licensors, where applicable) shall own all right, title and interest, including all related patent, copyright, trademark, trade secret, and any and all other intellectual property rights (collectively, “IP Rights”), in and to the Satmetrix Site and the Information, and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by You or any other party relating to the Satmetrix Site. This Agreement is not a sale and does not convey to You any rights of ownership in or related to the Satmetrix Site, the Information, or any the IP Rights owned by Satmetrix. Satmetrix, Satmetrix.com, the Satmetrix and Satmetrix.com logos, and the product names associated with the Satmetrix services are trademarks of Satmetrix or third parties registered or recognized in the United States and other jurisdiction, and no right or license is granted with respect to any of the foregoing.
You acknowledge and agree that Information contained in sponsor advertisements or Information presented to You through the Satmetrix Site or advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by Satmetrix or advertisers, You agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Satmetrix Site or the Software, in whole or in part.
10. WARRANTY DISCLAIMERS.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
a. YOUR USE OF THE SATMETRIX SITE IS AT YOUR SOLE RISK. THE SATMETRIX SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. SATMETRIX EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
b. SATMETRIX MAKES NO WARRANTY THAT (i) THE SATMETRIX SITE WILL MEET YOUR REQUIREMENTS, (ii) THE SATMETRIX SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SATMETRIX SITE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SATMETRIX SITE WILL MEET YOUR EXPECTATIONS, AND/OR (V) ANY ERRORS IN THE SATMETRIX SITE WILL BE CORRECTED.
c. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SATMETRIX SITE IS DOWNLOADED OR OBTAINED AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
d. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SATMETRIX OR THROUGH OR FROM THE SATMETRIX SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
11. LIMITATION OF LIABILITY.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT SATMETRIX SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SATMETRIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF OR RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SATMETRIX SITE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SATMETRIX SITE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SATMETRIX SITE; OR (v) ANY OTHER MATTER RELATING TO THE SATMETRIX SITE. SATMETRIX’S TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY CLAIM ARISING UNDER OR RELATING TO THIS AGREEMENT WILL BE LIMITED TO ONE HUNDRED DOLLARS ($100) OR THE HIGHEST AMOUNT PERMITTED UNDER LAW, WHICHEVER IS LESS.
EXCLUSIONS AND LIMITATIONS.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 10 AND 11 MAY NOT APPLY TO YOU.
Notices to You may be made via either email or regular mail, or by posting to the Satmetrix Site. The Satmetrix Site may also provide notices of changes to this Agreement or other matters by displaying notices or links to notices to You generally via the Satmetrix Site.
The failure of Satmetrix to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement will remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Satmetrix Site or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
14. MISCELLANEOUS TERMS.
This Agreement constitutes the entire agreement between You and Satmetrix and govern Your use of the Satmetrix Site, superseding any prior agreements between You and Satmetrix relating to the subject matter hereof. You also may be subject to additional terms and conditions that may apply when You use affiliate services, third-party content, or third-party software. This Agreement and the relationship between You and Satmetrix shall be governed by the laws of the State of California without regard to its conflict of law provisions. THE PROVISIONS OF THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS AND THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT WILL NOT APPLY TO THIS AGREEMENT AND ARE HEREBY DISCLAIMED. You and Satmetrix agree to submit to the personal and exclusive jurisdiction of the federal and state courts located within the counties of San Mateo County, California. The section titles in this Agreement are for convenience only and have no legal or contractual effect. As used herein, the term “including” means “including without limitation”.