Dispute Resolution Data, LLC
Effective January 15, 2016
“Authorized User” refers to an employee, shareholder, member, partner, agent or contractor whom the Subscriber has expressly identified in the Subscription Agreement for purposes of receiving a User ID (as defined below). Any reference to “Subscriber,” “you” and “your” in these Terms shall be construed as including both Subscriber and each of its Authorized User, such that all obligations of the Subscriber shall be equally binding upon and enforceable against each Authorized User. Subscriber shall be responsible and liable for all acts and omissions of its Authorized Users in connection with their use of the Service and the DRD Content and their compliance with the Subscription Agreement and applicable law.
1. Description of Service.
The Service enables each Subscriber and its Authorized User(s) to access and use proprietary dispute resolution data, content and other information, including statistical tables, analyses, reports, summaries, research findings, aggregations, and calculations (collectively, the “Data”) and other information arising out of the Service and the DRD website, including the DRD website itself, (collectively, the “DRD Content”).
2. Limited License.
Subject to the terms and conditions contained in the Subscription Agreement, DRD grants you a non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Service and the DRD Content during the term of the Subscription Agreement, solely for Subscriber’s own internal business or research purposes. DRD grants the following rights to each Authorized User:
(a) The right to display electronically DRD Content retrieved from the Service for the Authorized User’s use;
(b) The right to electronically transmit DRD Content using the commands made available in the Service and the right to create printout(s) of DRD Content accessed or downloaded by any other means (collectively, the “Authorized Printouts”);
(c) The right to download DRD Content using the commands of the Service for such Authorized User’s use; and
(d) To the extent permitted by applicable copyright law and not further limited or prohibited by the Subscription Agreement, the right to make copies of the Authorized Printouts.
3. Restrictions on Use.
Notwithstanding anything to the contrary contained in the Subscription Agreement, you expressly acknowledge that the Subscription is subject to the following restrictions:
(a) Under no circumstances may Subscriber or any Authorized User offer any part of the Service or the DRD Content for commercial resale or commercial distribution in any medium or use the Service or the Materials to compete with the business of DRD.
(b) The Service and the DRD Content are protected by trademark, copyright, intellectual property laws, and other laws that prevent unauthorized access and use. Any individual other than an Authorized User is not permitted to access or use the Service for any purpose whatsoever. Any access or use of the Service by an individual other than an Authorized User shall be subject to and governed by the Subscription Agreement, and such individual shall be liable to DRD for any breach the Subscription Agreement, as well as for unauthorized access and payment for use at the royalties set forth in the Subscription Agreement.
(c) All right, title and interest (including all copyrights, trademarks and other intellectual property rights) in and to the Service and the DRD Content in any medium belongs to DRD, its affiliates, or third party licensors of the DRD Content. Neither Subscriber nor any Authorized User shall acquire any proprietary interest in the Service, the DRD Content, or copies thereof, except the limited rights granted in Section 2.
(d) Neither Subscriber nor any Authorized User may use the Service or DRD Content in any fashion that infringes the intellectual property rights or proprietary interests of DRD, its affiliates, or any third party.
(e) Neither Subscriber nor any Authorized User may remove or obscure the copyright notice or other notices contained in any DRD Content.
(f) Subscriber and each Authorized User shall use the Service and the DRD Content only for lawful purposes, in compliance with all applicable laws. Subscriber shall be responsible for all use of the Service by its Authorized User(s), regardless of whether such use is unknown to or unauthorized by Subscriber.
(g) Subscriber and its Authorized User(s) are prohibited from using the DRD website or the Service to compromise the security of the Service or any component thereof, the DRD website, or any other website on the Internet. Subscriber’s or any Authorized User’s use or distribution of tools designed for compromising security of the DRD website is strictly prohibited, including, without limitation, password guessing programs, cracking tools or network probing tools. DRD reserves the right to release identification information of Subscriber, in the event Subscriber is involved in violations of security, to systems administrators at other websites in order to assist them in resolving security incidents. DRD shall also fully cooperate with law enforcement authorities in investigating suspected violators.
(h) Subscriber may not attempt to sell, sublicense, lease, permit, rent or transfer in any way whatsoever the Subscription, or permit anyone other than an Authorized User from having access to or using the Subscription. Subscriber agrees that it will not, at any time, without the prior written consent of DRD, decompile, disassemble or reverse engineer any software included within any Service or component or element thereof, including without limitation to develop functionally similar applications or permit any third party to do any of the foregoing. Subscriber agrees not to grant access to any person other than an Authorized User to use the Service without the without the prior written consent of DRD.
4. Reserved Rights.
Notwithstanding anything to the contrary contained in the Subscription Agreement.
(a) DRD reserves the right to monitor the DRD website and the Service electronically from time to time and to access and disclose any information, as required by any law or regulation, in order to operate its systems properly or to protect itself or other subscribers; provided that, DRD shall provide Subscriber prior notice of any such disclosure. DRD shall fully cooperate with law enforcement authorities in investigating suspected violators.
(b) DRD reserves the right to investigate suspected violations of the Subscription Agreement. In the event DRD becomes aware of possible violations, DRD may initiate an investigation including gathering information from Subscriber and examination of material on DRD’s servers. During the investigation, DRD, in its sole discretion, may suspend access to the DRD website, any Service, and/or remove the DRD Content and other materials from DRD’s servers. In the event DRD determines, in its sole discretion, that a violation of the Subscription Agreement has occurred, it may take responsive action, including, without limitation, permanent removal of the DRD Content, or any portion thereof, from DRD’s servers, issuance of warnings to Subscriber or the suspension or termination of the Subscription Agreement.
(c) DRD reserves the right to enhance, add to, withdraw or otherwise alter the DRD Content, the Service, and/ or the functionality within the Service without notice.
5. Subscriber Systems.
Subscriber is responsible for: (i) procuring, installing and maintaining, at its expense, all necessary hardware, software, electrical and other physical requirements to use the Hosted Applications via the Internet, including, without limitation, all devices, programs, hardware, software, Internet access and telecommunications services (collectively, the “Subscriber Systems”); (ii) complying with all laws, rules and regulations related to the Subscriber Systems; and (iii) keeping user names and passwords secret and confidential, and, for any communications or transactions that are made, using the same.
6. User IDs and Passwords. Subscriber acknowledges and agrees that each DRD User ID (each, a “User ID”) may only be used by the Authorized User to whom DRD assigns it and may not be shared with or used by any other person, including another Authorized User. Subscriber is solely responsible for maintaining the confidentiality of all User ID(s) and password(s) giving to access the Service, and is fully responsible for all activities that occur under such User ID(s) and password(s). Subscriber agrees to notify DRD immediately of any unauthorized use of any User ID(s) or password(s). Continued failure by Subscriber or any Authorized User to maintain User ID or password security may result in the suspension of use of the Service or termination of the Subscription Agreement by DRD, to be determined in its sole discretion.
7. Warranty of Subscriber.
Subscriber and its Authorized User(s) warrant they shall not knowingly, willfully, or intentionally use on the DRD website or the Service any content or other intellectual property that: (i) infringes on the intellectual property rights or any rights of publicity or privacy of any third party; (ii) violates any law, statute, ordinance or regulation (including, without limitation, laws and regulations governing export control, unfair competition, antidiscrimination or false advertising); (iii) is defamatory, libelous, unlawfully threatening or unlawfully harassing; (iv) is obscene, child pornographic or harmful to minors; or (v) contains any viruses, trojan horses, worms, time bombs, cancel bots or other computer programming routines that are intended to damage, interfere with, surreptitiously intercept or expropriate any system, data or personal information. Violations of this Section 6.1 not only constitute a material breach of the Agreement and trigger immediate termination by DRD, but may also subject such party to criminal and/or civil liability.
8. Professional Responsibility.
Subscriber acknowledges that Subscriber is purchasing the Subscription to assist Subscriber in its regular course of business. Subscriber further acknowledges that it is Subscriber’s responsibility to review the research results to determine that all information provided to Subscriber is sufficiently accurate for Subscriber’s purposes. The DRD website, the Service and the DRD Content are not intended to be a substitute for the exercise of Subscriber’s judgment.
9. Limited Warranty.
(a) DRD represents and warrants that it has the right and authority to make the Service and the DRD Content available to Subscriber and its Authorized User(s) as authorized expressly by the Subscription Agreement.
(b) EXCEPT AS OTHERWISE PROVIDED IN SECTION 9(a
A), THE SERVICE AND THE DRD CONTENT ARE PROVIDED ON “AS IS,” “AS AVAILABLE” BASIS, INCLUDING UNSCHEDULED OUTAGES, WITH ALL FAULTS, AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, AND FITNESS OF A PARTICULAR PURPOSE. UNPLANNED SYSTEM OUTAGES AND CAPACITY LIMITATIONS ARE LIKELY TO OCCUR. NO STATEMENT, ORAL OR WRITTEN, GIVEN BY DRD, ANY OF ITS EMPLOYEES, OR ANY OTHER PERSON WILL CREATE A WARRANTY, NOR MAY SUBSCRIBER, ANY AUTHORIZED USER, OR ANY OTHER PERSON RELY ON ANY SUCH STATEMENT FOR ANY PURPOSE.
(c) DRD is not responsible for issues related to Subscriber’s computer or internal and external computer network.
(a) Subscriber Indemnity. Subscriber agrees to indemnify, defend and hold harmless DRD, its affiliates, and their officers, directors, employees, agents, and representatives from and against any and all claims, liabilities, damages and expenses, including reasonable attorneys’ fees, asserted by any third party arising out of or relating to Subscriber’s or any Authorized User’s authorized or unauthorized use of the Service and/ or the DRD Content, including, without limitation, any actions taken by Subscriber or any Authorized User contrary to or otherwise in violation of the Subscription Agreement.
(b) DRD Indemnity.
(i) DRD agrees to indemnify, defend and hold harmless Subscriber from and against any and all claims, liabilities, damages and expenses, including reasonable attorneys’ fees, arising from any third party claim of patent, trademark, copyright or trade secret infringement related to use of the Service or the DRD Content, provided that: (1) all use of the Service and Materials was in accordance with the Subscription Agreement; (2) the claim, cause of action or infringement was not caused in whole or in part by Subscriber modifying or combining the Service or the DRD Content with or into the Subscriber System and/ or any products or applications not expressly approved by DRD in writing; (3) Subscriber gives DRD prompt notice of any such claim, and (4) Subscriber gives DRD the right to control and direct the investigation, defense and settlement of any such claim.
(ii) If any portion of the Service or the operation thereof become, or in the opinion of DRD are likely to become, the subject of a claim of infringement, DRD may, in at its sole option and expense: (1) substitute or modify the Service so that they are non-infringing; (2) procure for Subscriber the right to continue using the Service; or (3) terminate the Subscription Agreement or the infringing portion of the Service upon notice to Subscriber and refund or credit to Subscriber a pro rata portion of any pre-paid fees or fixed charges. The remedies contained in this Section 10(b) shall constitute the sole and exclusive remedies available to Subscriber and the entire liability of DRD with respect to infringement.
11. Limitations of Liability.
(a) TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT SHALL THE AGGREGATE, CUMULATIVE LIABILITY OF EITHER PARTY IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO THE SERVICE, THE DRD CONTENT, OR THE SUBSCRIPTION AGREEMENT EXCEED THE AMOUNT OF SUBSCRIPTION FEES ACTUALLY PAID BY SUBSCRIBER IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE.
(b) TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY (OR ANY OF THEIR RESPECTIVE AGENTS OR REPRESENTATIVES) FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR SPECIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, DATA, REVENUE, PROFITS OR USE) IN ANY WAY DUE TO, ARISING OUT OF OR RELATING TO THE SERVICE, THE DRD CONTENT, THE AGREEMENT OR A BREACH THEREOF BY EITHER PARTY, EVEN IF ONE PARTY HAS BEEN ADVISED OR SHOULD KNOW OF THE POSSIBILITY OF SUCH DAMAGES.
12. General Provisions.
(a) Force Majeure. The obligations of the respective parties shall be abated for so long as, and to the extent that, their performance is rendered commercially impracticable by causes and events beyond the reasonable control of the affected party, including without limitation fires, floods, acts of God, strikes, unavailability or delays of materials or transportation, war, revolution, insurrection, acts of the public enemy, governmental regulation or prohibition. The party claiming abatement of obligation hereunder shall reasonably notify the other of the cause or event giving rise to such claim, and shall take all reasonable steps to limit the effect and duration of such cause or event.
(b) Waiver. No failure or delay on the part of either party to exercise any right or remedy hereunder shall operate as a waiver thereof, nor shall a single or partial exercise by either party of any right or remedy preclude any further exercise thereof or the exercise of any other right or remedy. No express waiver or assent by either party to any breach of or default in any term or condition of the Subscription Agreement shall constitute a waiver of or assent to any other breach of or default in the same or any other term or condition hereof.
(c) Attorneys Fees. In the event a dispute arises between the parties in connection with the Subscription Agreement or with regard to the services to be provided hereby, in addition to all other remedies available to it, each non-prevailing party shall be responsible for the prevailing party’s attorney’s fees, costs, and expenses associated with such dispute.
(d) Technical and Contact Information. For all technical issues regarding the DRD website or the Service, please contact DRD during Normal Support Hours. “Normal Support Hours” shall mean the hours between 7:00 a.m. and 7:00 p.m., Eastern Standard Time (EST), Monday through Friday, excluding the following regularly scheduled holidays of DRD: New Year’s Eve, New Year’s Day, Martin Luther King, Jr. Day, Good Friday, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving, Day After Thanksgiving, Christmas Eve, Christmas Day.