We may amend this Agreement from time to time and at any time by posting the amended terms on our Website. We may, however we are under no obligation to do so, post notices on the homepage of the Website when such changes occur. Such changes become effective at the time the amendment is posted. It is your responsibility to monitor this Agreement for updates and revisions.
means those users identified by name and type of user access who will receive an invitation code associated with their User ID and password in
order to access the Service online.
means Authorized Users purposes for accessing and using the Service and third party data and/or content with Yours and Authorized Users' business
data and content for risk analysis of business assets. Authorized Purposes may be modified on a per company basis upon negotiation and execution of
an addendum to this Agreement.
means: (i) information of or relating to WSN or its respective affiliates, subsidiaries, vendors, suppliers, or licensors, that is
competitively sensitive material not generally known to the public, including without limitation, WSN information that relates to past,
present or future research and development, trade secrets, know-how, products and services, search parameters, pricing, marketing, financial
matters, or business affairs (including without limitation, policies, procedures, plans, methods of operation, specifications, manuals, programs,
documentation, guidelines, procedures, forms, and report formats), systems, networks, computer equipment and software proprietary to or licensed by
a party, including without limitation, object or source code, custom software modifications, software documentation and training aids, and all
data, code, techniques, algorithms, methods, logic, architecture, and designs embodied or incorporated therein; and (ii) Personally Identifiable
means all text, photographs, images, graphics, audio, video and other content provided to WSN by You and the Authorized Users for use in the
Service or otherwise to perform Services under this Agreement.
means all information, records, files, and data entered into, received, processed, or stored by or for You and Authorized Users using the Service,
including without limitation.
"Data Privacy and Security Laws"
means all applicable federal, state, regional, territorial and local laws, statutes, ordinances, regulations, rules, executive orders, of or by any
United States federal or state government entity, or any authority, department or agency thereof governing the privacy, data protection and
security of Personally Identifiable Information and security breach notification relating to Personally Identifiable Information and any other laws
in force in any jurisdiction (regulatory or otherwise) in which the Service is being utilized, including without limitation Title V of the
Gramm-Leach-Bliley Act of 1999 (Public Law 106-102, 113 Stat. 1338), as may be amended from time to time, and its implementing regulations, and the
"Interagency Guidelines Establishing Standards for Safeguarding You Information" (Exhibit B to 12 CFR Part 364) (collectively referred to herein as
means a unique user access code assigned to an Authorized User for access to the Service.
No Liability for Access by Minors
WSN is not responsible for determining the age of its users and has no liability whatsoever should a minor use the Website or any other part
of the Service, regardless of whether the minor's use of the Service would otherwise be prohibited due to the minor's age.
"Personally Identifiable Information"
means all individually identifiable information provided to the Service by You or the Authorized Users or otherwise accessed by You or the
Authorized Users through the Services that is subject to the protection of applicable Data Privacy and Security Laws including, without limitation,
(i) any "Non-Public Personal Information" as such term is defined in GLBA, (ii) any individually identifiable information (including demographic
information) relating to a person's health, to the health care provided to a person, or to payment for health care (collectively, "Personal Health
Information"), (iii) information subject to Section 628 of the Fair Credit Reporting Act (15 U.S.C. § 1681 et seq) and any interpretive
regulations issued by the Fair Trade Commission ("FCRA") and any regulations or guidelines adopted thereunder including, (iv) "Sensitive You
Information" as that term is defined in the Interagency Guidance on Response Programs for Unauthorized Access to You Information and You Notice, 70
Fed. Reg. 15736 (March 29, 2005) ("Guidelines"), (v) any "personal information" (or its equivalent) subject to the protection of applicable
security breach laws and (vi) any "personal data" subject to applicable data protection laws.
means an area, site or feature offered as part of this Website or the Services that enables registered users, Authorized Users, or visitors of the
website to provide submissions for viewing by one or more users or visitors to this Website, through a knowledge management social community
environment WSN Insight®,
social media, conversation page, chat area, message board, instant messaging, mobile messaging, profile page, blog, or email function.
means access and use of WSN Software Systems Platform and WSN Applications, including but not limited to services capable of searching,
retrieving, and storing WSN, third party, and your data and/or content on behalf of You, Authorized Users, and as further described in User
means the Service, Support Services, training and associated services provided by WSN to You under this Agreement, but Services does not
include third party data and/or content whether or not subscribed to by You through WSN or this Website.
has the meaning set forth in Section 4.
"Third Party Data and/or Content"
means information obtained from third parties (including third party subscription offerings, for which You have subscribed to through WSN or
this Website) by the Services based on or related to data, including but not limited to import, export, calculation, analysis, storage, usage,
manipulation, and/or modeling; and searches, including but not limited to links, posts and excerpts, and data derived thereof, such as reports,
summaries, graphs and charts.
means any improvement, enhancement, modification and/or changes to the Service offered or provided by WSN, including any customizations and
other developments made for You.
means any on-line help files or written instruction manuals regarding the use of the Service.
If WSN chooses to in its sole discretion, WSN grants to You and Authorized Users a nonexclusive, not for resale, business use and
nontransferable right to access the Services during the term of this Agreement for the Authorized Purposes and solely for Your internal business
use. Your use of the Services is limited to the terms of this Agreement and the parameters defined herein, including but not limited to the type of
account, whether free or paid, trial, pre-release, and/or subscription, the number of Authorized Users and Authorized Purposes. Your access and use
of the Service is subject to Your and Your Authorized Users' compliance with (i) the terms and conditions set forth in this Agreement; (ii) all
WSN, WSN affiliates, and Third Party Service terms and conditions governing use, data analysis, data feeds, and other content or
services as provided by the respective WSN, WSN affiliates and Third Party agreements and (iii) all applicable local, state, federal
and international laws, including without limitation all Data Privacy and Security Laws. You understand and agree that by registering for an
account, WSN, WSN affiliates, and WSN vendors are under no obligation to provide you access to certain areas of this Website or
the Services, regardless of the type of account you have registered for or purchased. Further, if granted access and the above license to use, You
give WSN the necessary license and permission to use Your and Authorized User Data, Content, and other materials provided by Your or
Authorized Users for performing the Services, including but not limited to, hosting your Data or Content or sharing them at Your discretion. This
includes design choices made by WSN to technically administer the Services, for example how we redundantly backup data to keep it safe. You
give us the license and permission we need to perform the Services. This license and permission also extends to WSN vendors and trusted third
parties WSN works with to provide the Services, for example Microsoft Azure and Amazon, providing storage space to provide the Services.
You may only use the Service to upload Your business data and content, search for, organize, analyze and review Your business data and content
using the Service in combination with any third party data and/or content You have subscribed to, solely through the WSN Software System
Platform and WSN Application(s) which you have subscribed for. You will not, in whole or in part, (a) copy the Services or User Materials or
distribute copies of the Services or User Materials to any third party; (b) modify, adapt, translate, reverse engineer, make alterations,
decompile, disassemble or make derivative works based on the Service or User Materials except as otherwise permitted by law; (c) rent, loan,
sub-license, lease, distribute or attempt to grant any rights to the Services to third parties; (d) use the Services or User Materials to act as a
service bureau or application WSN, or to permit access to the Services or User Materials of any kind to any third party; or (e) use the
Services if You are a Direct Competitor, unless expressly authorized by prior written consent from WSN. "Direct Competitor" shall be
determined in WSN's sole discretion.
Right to Suspend or Terminate the Services.
WSN reserves the right to immediately suspend or terminate Services, remove WSN content, remove Your business content and/or remove
third party data and/or content you have subscribed to, if WSN has reason to believe that You, , Your business content and/or third party
data and/or content You have subscribed to is or is likely to become non-compliant with any applicable law, regulation or policy, or is likely to
become the subject of a lawsuit or material dispute. WSN shall not be responsible for Your use of the Services , Your business content and/or
third party data and/or content you have subscribed to and WSN's action or inaction shall not be deemed review or approval of such use or of
The number of Authorized Users granted access hereunder is set forth in the subscription billing plan You selected for your account.
Additional and Reassignment of Authorized Users.
Unless otherwise specified: (I) Services may be accessed by no one other than the Authorized Users; (ii) additional subscriptions may be purchased
for additional Authorized Users fees during the term of this Agreement; (iii) additional WSN Application subscriptions may be purchased for
additional Authorized User fees; (iv) additional third party data and/or content subscription may be purchased for additional authorized user fees;
and (v) any such additional Authorized User account shall terminate on the same date as the pre-existing Authorized User accounts terminate.
Authorized User account subscriptions are for designated Authorized Users only and cannot be shared, but may be reassigned to new Authorized Users
replacing former Authorized Users who no longer require ongoing use of the Services only by providing written notice to WSN of such changes.
You shall designate at least one (1) Authorized User to act as an administrator who will be responsible for requesting set-up, modification and
removal of Authorized User accounts and for other administrative tasks related to Your use of Services.
Support Services, Training and Scheduled Maintenance.
WSN will provide reasonable support efforts by WSN that does not require code changes and upgraded support, if available and if
purchased by You.
WSN reserves the right to take down applicable servers hosting the Services to conduct routine maintenance checks ("Scheduled Maintenance").
WSN will use commercially reasonable efforts to perform Scheduled Maintenance outside of regular business hours, Eastern Standard Time (EST).
WSN will not be responsible for any damages or costs incurred by You, if any, for Scheduled Maintenance.
If requested by You and agreed upon by WSN, You may purchase training services, consulting services, systems services, development services
including interface development or other services at WSN's standard rates at the time of request. Upon WSN's request, You will deliver a
written services request to WSN for the additional services requested by You. WSN will have no obligation to provide additional services
prior to its receipt of a properly completed services request and acceptance thereof by WSN as provided through an executed Professional Services
Agreement and/or Schedule of Work. However, in cases where You fail to provide a services request and services have been provided by WSN prior to
execution of a Professional Services Agreement and/or Schedule of Work, You acknowledge and agree You are still responsible to pay for the services.
Free Trial Accounts.
WSN may offer pre-release and/or free trial license(s) where you may use certain Services free of charge for a specified time period of time.
Upon expiration of this time period, your access to the Services will be terminated unless you pay the applicable subscription fee and become a
Subscriber. You understand that only a single user free pre-release and/or trial license will be granted for a given corporate email address. WSN
has no duty to provide pre-release and/or free trial licenses and has no liability to you if you cannot obtain such license, or if we terminate your
pre-release and/or free trial license prior to the expiration of the given time period of your existing pre-release and/or free trial license.
WSN may, without notice or liability to You, stop offering free license to you in the sole discretion of WSN.
Public Forums and Communication through Knowledge Management.
You acknowledge that Public Forums and features offered using this Website through WSN Insight®
Knowledge Management Application are for public and not private communication. You understand and agree that whenever you give out public information
online through a Public Forum, that information can be collected and used by people You do not know. WSN cannot guarantee, and is neither
responsible nor liable for, the security or privacy of any information You choose to disclose through this Website and WSN Insight®
for WSN. You understand and agree that you make such disclosures at your own risk. You are solely responsible for the submissions You distribute
and communications you engage in trough the Public Forums. Neither WSN, nor WSN vendors (including third party data and/or content
providers), are responsible for, and do not endorse, the opinions, advice or recommendations posted or sent by users in any Public Forum, and WSN
disclaims any and all liability in connection therewith. WSN reserves the right to screen, refuse to post, remove or edit submissions at any time
and for any reason in WSN's sole discretion. WSN may have questions about your submission including, without limitation, the copyright, and
WSN may contact you for further information. By participating in Public Forums, you grant WSN a royalty free, worldwide, perpetual use
license to use, copy, distribute, publish, archive or share any submissions made by You or Your Authorized Users with your corporate affiliation.
Rules of Conduct
. By using this Website, the Services, and Public Forums, You agree that You and your Authorized Users will not distribute any
submission that is: a) defamatory, abusive, harassing, threatening or an invasion of a right to privacy of another person; b)is bigoted, hateful, or
racially or otherwise offensive; c) is violent, vulgar, obscene, or pornographic; d) otherwise harms any person or entity, is illegal or encourages or
advocates illegal activity or the discussion of illegal activities; e) is commercial or business-related that advertises or offers to sell any
products, services or otherwise (whether or not for profit)which are in direct competition with WSN products, solutions and service, or solicits
others; or f) contains a virus or other harmful component, or otherwise tampers with, impairs or damages the website, the Services or any connected
network. WSN cannot and does not assure that other users are or will be complying with this section and You may be exposed to submissions that re
inaccurate, offensive, indecent or otherwise objectionable. As between You and WSN and WSN vendors, You and your Authorized Users hereby
assume all risk of harm or injury resulting from any such lack of compliance.
Fees and Payment.
Fees for the initial term of this Agreement are set forth in the subscription plan You selected for your account. WSN reserves the right to
modify its subscription fees upon thirty (30) days prior written notice to You.
You agree to pay WSN the monthly fee based on the subscription plan(s) you selected, the number of Authorized Users, and the number of
credits You selected for your account. The monthly fee will be invoiced monthly in advance. Payment will be due net thirty (30) days of the invoice
date prior to the commencement of the month for which You are being invoiced for. Any other charges that may occur, such as monthly credit limit
overage will also be invoiced monthly. Upon such credit limit overage, you will have the option to either upgrade your subscription for the month
in which you incurred the overage and carry forward the upgrade or pay the overage. All such sums will be payable, will be due, and will be charged
to the payment card information You provided on or before each contract month or calendar month as WSN selects, time being of the essence. By
becoming a Subscriber to and using the Services, , you authorize WSN to store your payment card information and to charge the billing source
you have provided for your account according to the subscription plan you selected for your account. You authorize WSN to charge each month
the billing source you have provided without further authorization, until your account is terminated.
- If your billing source is declined, WSN will notify you at the email address you provided in your account registration. If you do not provide
us with a valid billing source within 3 business days of this notice, we will terminate your access to the Services. Failure of payment shall
render due and payable all sums, and an automatic termination of service shall occur until the account is brought up-to-date After your access to
the Services is terminated, you will still have access to the Website, and you will still be able to access your account information to restore
your access to the Services by providing a proper billing source. . In the event your access to the Software is terminated, we will keep your
current WSN Software Systems Platform and WSN Application(s) settings on file for 90 days at Your expense. After that time, WSN
reserves the right to remove such settings from our servers without penalty to WSN and with no liability or notice to you, also at your
Credit Card Charge-Backs.
WSN has a zero-tolerance policy for credit card fraud and charge-backs. You agree that any monetary dispute shall be brought in writing to
the attention of WSN. If you use a credit card to purchase a subscription to the Services we offer, then start a charge-back process
regarding such purchase, WSN reserves the right to immediately terminate your account, in which case, the credit card number will no longer
be accepted in our systems. Furthermore, you will be prohibited from using and denied access to use that account, associated email addresses to
create a new account, and credit card with WSN.
The fees do not include taxes. You will be responsible for and reimburse and hold WSN harmless against the payment of all taxes associated
with this Agreement (other than taxes based on WSN's gross receipts or net income).
You will promptly provide to WSN the name, contact information and other information requested of You to register each Authorized User
(collectively, the "Registration Information") to use the Service. You and each Authorized User will not use a false name or false email account,
nor impersonate another person and/or company with regards to use of the Services and this Website. You and each Authorized User will not
impersonate any person and/or entity or misrepresent your identity or affiliation with any person or entity, including using another person's
username, password or other account information, or another person's name or likeness. Corporate emails are required for registration and/or access
to certain portions of this Website and use of any Services; personal emails will not be accepted for registration to use the Services.
Each Authorized User will have a unique User ID and password for his or her access to the Service. You will ensure that Authorized Users will use
only their respective assigned User IDs and passwords and will never use another's User ID and password to access the Services. You will adopt and
maintain such security precautions for User IDs and passwords to prevent their disclosure to and use by unauthorized persons and will promptly
notify WSN if the security or integrity of a User ID or password has been compromised, but always within one business day of such
Access and Compliance.
You are (a) responsible for all obligations under this Agreement arising in connection with Your use, including those of Authorized Users, of the
Services; (b) You are liable for any act or omission by any of Authorized Users of the Services, which, if performed or omitted by You, would be a
breach of this Agreement; (c) any such act or omission of any Authorized User will be deemed to be a breach of this Agreement by You; (d) You will
use commercially reasonable efforts to prevent unauthorized access to or use of the Services and third party data and/or content which You have
subscribed to; and (e) You will only access and use the Services and third party data and/or content You subscribed to in accordance with this
Agreement, User Materials, third party Agreements and applicable laws.
We may make the WSN Software Systems Platform, WSN Applications and certain third party data and/or content available on this Website
for You to subscribe to, license and download. When purchasing a license to download and use the WSN Software Systems Platform, WSN
Application(s), and/or third party data and/or content, charges in addition to the standard WSN subscription charges may apply. Any
additional charges will be advised to you clearly through either WSN or third party vendors You subscribe to through WSN. The fees for
charges are subject to change.
- WSN may offer certain data and/or content free of additional charges or at reduced additional charges, for which you will be required to
participate in surveys, case studies, or marketing campaigns before or after You use such data and/or content. You understand and agree you
have no legal rights against WSN or WSN vendors in the event you do not receive such offers.
You will: (a) cooperate and consult with WSN in the set-up and activation of the Services for You, (b) provide and maintain, in good and
working order at all times your own Internet access and all necessary communications equipment, software and other materials necessary for You and
Authorized Users to access and use the Services. You are responsible for the security of your own computer systems, mobile devices, and mediums
from which you use or access the Services and the security of your access to and connection with the Services. Implementation and support services
will be provided at the WSN standard professional services rates at the time services are provided.
All fees and costs incurred when using the Services and this Website from your mobile device are charged and collected by your network provider and
have nothing to do with WSN. When you access the Services and the website from your mobile device, your network provider's messaging, data
and other rates and fees may apply. In addition, downloading, installing or using certain Services, even those third-party data and/or content
providers you have subscribed to through WSN, may be prohibited or restricted by your network provider, and not all Services may work with
all network providers or devices. You should check with your mobile provider to find out if the Services are available through your mobile device,
and what restrictions, if any, may be applicable. WSN will not be liable for interrupted use of the Services using a mobile device or for any
charges from your network provider.
Authorization; Noninfringement; Delivery of Data.
You are responsible for obtaining all authorizations, consents, releases, and permissions all necessary or desirable to use the Service and the
re-use and/or or the dissemination of any third party data and/or content. You and Your Authorized Users will not re-use, disseminate, copy, or
otherwise use the Services and third party data and/or content You subscribed to in any way that infringes, misappropriates, or violates any
trademark, copyright, patent, trade secret, publicity, privacy or other right of any third party or violates any applicable local, state or federal
laws, statutes, ordinances, rules or regulations or any judicial or administrative orders. WSN shall not be liable for the accuracy,
completeness or authenticity of Data furnished by You or any other third party, even if the third party data and/or content was subscribed to
through WSN, and shall have no obligation or responsibility to audit, check or verify the Data. You shall transmit Data and receive reports
by means of a secure network connection. You shall be responsible for acquiring at your own expense all equipment needed for such transmission. If
equipment is not purchased through and provided by WSN, then Your equipment shall conform to WSN specifications and requirements. You
shall bear all costs associated with the method of transmission used, including without limitation line rentals, installation charges, required
deposits, long-distance charges, and/or related hardware, software and internet connectivity costs including those from Your mobile network
provider. Any transmission method used must conform to WSN specifications and requirements. WSN shall not be liable or responsible for
any loss or delay of Data, reports or any other information that pertains to You or the Services during any period of transit or electronic
transmission to or from the WSN facility or other agreed delivery location if through no fault of WSN.
. You agree to present WSN trademark and a copyright notice at the beginning of any information presented, regardless of the medium on which
the WSN information is being presented. The presentation of information provided by or produced by WSN or the Services must be
presented with an explanation that the information appears pursuant to Wall Street Network, Inc., and that it is unlawful to copy or redistribute the
information. In the case of on-line presentation, You agree to include a hyperlink to the WSN website.
Third Party Data and Content.
You agree that WSN has no ownership or control rights in or to Public Forums, third party subscriptions, or data and/or content being used in
the Services. You represent, warrant and covenant that Your access and use of Public Forums, third party data and/or content, (whether alone or in
combination with other third party data and/or content), shall be in compliance with applicable laws and the terms of service of the third party
data and/or content subscription, including, without limitation any terms as may be set forth at www.clearviewecm.com. Some third party data and/or
content may be indecent, offensive, inaccurate or otherwise objectionable or unlawful, and WSN has no obligation to preview, verify, flag,
modify, filter or remove any third party data and/or content. WSN may remove any third party data and/or content in its sole discretion, but
is not responsible for any failures or delays in removing any third party data and/or content, including such content that may be harmful,
inaccurate, unlawful or otherwise objectionable. YOUR USE OF THE SERVICES, PUBLIC FORUMS AND THIRD PARTY DATA AND/OR CONTENT IS AT YOUR SOLE RISK
AND WSN HAS NO RESPONSIBILITY TO YOU OR ANY THIRD PARTY IN CONNECTION WITH ANY USE OF THIRD PARTY DATA AND/OR CONTENT BY YOU.
No Interference with Service Operations.
You will not take any action that: (a) interferes or attempts to interfere with the proper working of the website or the Service or engage in any
activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of the website or the Service;
(b) circumvents, disables, or interferes or attempts to circumvent, disable, or interfere with security-related features of the website or the
Service or features that prevent or restrict use, access to, or copying of any data or enforce limitations on use of the Service or Data; or (c)
imposes or may impose, in WSN's sole discretion, an unreasonable or disproportionately large load on the Service infrastructure.
Your Review and Responsibility.
You are prohibited from providing services to others involving the use of the Services or Data, however You will be solely responsible for any
services that You do provide to others involving the use of the Services or Data. WSN makes no representations concerning the completeness,
accuracy, or utility of any Data or Content in the Service or concerning the qualifications or competence of any Authorized User that may place
Data in the Service. You shall be solely responsible for ensuring accuracy, completeness and compliance of any services, including services that
include Data, it provides to any third party, and all liabilities and responsibilities in connection with such services, and WSN shall not be
responsible for the accuracy, completeness, or compliance thereof. Except as provided herein, neither You nor any other person will have any claim
or cause of action against WSN as a result of any professional or other services rendered or withheld in connection with the use of the Data
Term and Termination.
Term of Agreement.
The term of any subscription is for one (1) year from the date the subscription was purchased and will automatically renew for successive one (1)
year periods. You may terminate your subscription(s) with WSN prior to the expiration of any such one (1) year period by providing thirty
(30) day prior written notice; however, unless WSN is in breach of this Agreement and does not cure said breach within thirty (30) days of
receiving written notice from you of the breach, identifying specifically the nature of the breach, you are not entitled to any refunds. We may
terminate your account without notice or refund to you if you violate this Agreement. If your account is terminated, WSN reserves the right
to remove your account information along with any software settings from our servers with NO liability or notice to you.
Effect of Termination.
WSN may destroy any of Your Data, Content and settings still residing on WSN's systems ninety (90) days after the termination of this
Agreement without further notice to You. It is Your responsibility to contact and request WSN for any Data, Content and settings retrieval.
Such Data, Content and settings storage charges accrued during such ninety (90) day period, and any retrieval services provided by WSN will
be at Your expense.
WSN is and will remain the exclusive owner of all right, title and interest in and to the Services, WSN Data, WSN Content,
Updates, User Materials, WSN's Confidential Information, and all other WSN work product and/or other materials provided or accessible
to You in connection with this Agreement, including all intellectual property rights therein.
- WSN retains and remains the exclusive perpetual ownership rights, including without limitation, all proprietary information, patent,
copyright, trademark and trade secret rights with respect to the website and the Services. Proprietary information shall also include all
documents, data and other information of any kind including, incorporating, based upon or derived from the feedback, reports and notes made or
prepared by You and your authorized users for WSN. The Proprietary information shall be the property of WSN and may not be used by
Your or Authorized Users for any purpose, unless expressly consented to by WSN.
- You understand and agree that WSN is the exclusive owner of all rights in the Services, programs, specifications, source code,
documentation and other materials and intellectual property of WSN in existence prior to your acceptance of this Agreement and used or
developed by WSN in the course of WSN performance of its obligations under this Agreement.
Third Party Data and Content.
Third party data and/or content for which you have subscribed to or use will remain the property of the respective third parties in accordance with
the terms and conditions on the applicable third parties.
You grant to WSN a non-exclusive license, during the term of this Agreement, to use your Data for the purposes of performing its obligations
under this Agreement. Subject to the foregoing license, You will retain all intellectual property and other rights that You may have in your Data.
You grant to WSN a non-exclusive license, during the term of this Agreement, to use, reproduce, modify, display and distribute Content for
the purposes of performing its obligations under this Agreement. Subject to the foregoing license, You will retain all intellectual property and
other rights that You may have in your Content.
To the extent that WSN receives from You or any of your Authorized Users any suggestions, ideas, improvements, modifications, feedback, error
identifications or other information related to the Services or any other WSN affiliated products or services ("Feedback"), You hereby grant
to WSN an irrevocable, perpetual, non-exclusive, transferrable, fully paid, worldwide license (including license to subcontract)to use,
disclose and exploit such Feedback without restriction, including to improve the Services and to develop, market, offer, sell and provide other
products and services.
Confidential Information; Privacy and Security.
The parties acknowledge and agree that the Services require disclosure by each party to the other party of certain Confidential Information. With
respect to the disclosure of Confidential Information, the receiving party shall:
- maintain and protect the confidentiality of the information with the same care and measures to avoid unauthorized disclosure or access as the
receiving party uses with its own Confidential Information, but in no event less than a reasonable standard of care;
- use the information solely to carry out the purposes for which the information was disclosed; and
- limit access to the information to: (i) employees of the Receiving Party, or of its subsidiaries or affiliates, who have a need to know to
facilitate, monitor or review the delivery, receipt or performance of the Services; (ii) employees of the Receiving Party's suppliers or
licensors who have a need to know the information solely for the purpose of facilitating the performance, delivery or use of the Services; and
(iii) the Receiving Party's external attorneys and auditors. Any of the foregoing individuals to whom the Receiving Party discloses information
must be under a legally binding obligation to maintain the confidentiality of the information. The Receiving Party shall remain responsible to
the Disclosing Party for acts or omissions of such individuals that if committed by the Receiving Party would constitute a violation of the
Receiving Party's confidentiality obligations hereunder. Notwithstanding the foregoing, (i) nothing herein shall be construed to authorize the
disclosure of Personally Identifiable Information if such disclosure will violate any Data Privacy and Security Laws or any other federal or
state law or regulation and (ii) You shall not disclose the terms and conditions of this Agreement to any third party without WSN's prior
- Except to the extent disclosure would be in violation of any Data Privacy and Security Laws, the Receiving Party shall not be in violation of this
- disclosing Confidential Information of the Disclosing Party that (i) is or becomes publicly available other than as a result of a breach of
this Agreement, (ii) is disclosed to the Receiving Party by a third party not subject to any obligation of confidentiality, (iii) was already
known by the Receiving Party prior to the date of this Agreement (unless disclosed in connection with negotiations and discussions related to
this Agreement or associated transactions), or (iv) was independently developed by the Receiving Party without reference to Confidential
Information received from the Disclosing Party; or
- disclosing Confidential Information of the Disclosing Party when required to do so by (i) the Receiving Party's federal or state regulatory
agencies, or (ii) a federal or state law or regulation, or a subpoena or court order or agency action that requires disclosure, provided,
however, that, if disclosure of Confidential Information is required by any of the foregoing, the Receiving Party shall, unless prohibited by
law, regulation or court or agency order, promptly notify the Disclosing Party and, at the Disclosing Party's request and expense, cooperate
with the Disclosing Party's efforts, if any, to prevent or limit the disclosure.
Return of Confidential Information.
Nothing in this Section shall be construed as a grant or assignment of any right or license in the Disclosing Party's Confidential Information. The
Disclosing Party's Confidential Information shall at all times remain the property of the Disclosing Party. At any time the Disclosing Party
reasonably requests, and in any event upon the termination or expiration of this Agreement, the Receiving Party shall, at the election of the
Disclosing Party, promptly return to the Disclosing Party all Confidential Information of the Disclosing Party in the Receiving Party's possession
or control, or certify in writing to the Disclosing Party that the Confidential Information has been destroyed, subject to any provisions in this
Agreement regarding return of Your Data or as otherwise agreed between the parties for the transfer of Your Data to a third party.
All Your Data, Content Confidential Information that are used with or integrated with the Services are and shall remain the sole property of You.
You understand and agree such Data, Content, and Confidential Information DOES NOT include WSN, WSN vendor, or third party owned Data,
Content and Confidential Information. All WSN Confidential Information, specifications, manuals, tapes, programs, documentation, reports,
report formats, systems and software (including without limitation, relating to the Services) and other tangible or intangible material of any
nature whatsoever used, developed or produced by WSN in connection with the Services and/or this Agreement (the "WSN Materials"), and
any modifications to the WSN Materials, are and shall remain the sole property of WSN. You hereby acknowledge and agree that the
WSN Materials, including without limitation, its Confidential Information, constitute and contain valuable proprietary products, know-how and
trade secrets of WSN, embodying substantial creative efforts and confidential information, ideas, and expressions. You acknowledge that this
Agreement in no way limits or restricts WSN or any WSN affiliates from developing or marketing on their own or for any third party
software or services, as from time to time constituted (including, but not limited to, any modification, enhancement, interface, upgrade or change,
and all software, source code, blueprints, diagrams, flow charts, specifications, functional descriptions or training materials relating thereto)
without payment of any compensation, or delivery of any notice, to You.
Remedies and Responsibilities.
The Receiving Party acknowledges that the Disclosing Party has the right to take all reasonable steps to protect the Disclosing Party's
Confidential Information, including without limitation, seeking injunctive relief and/or any other remedies that may be available at law or in
equity, all of which remedies shall be cumulative and in addition to any rights and remedies available by contract, law, rule, regulation or order.
Any requirements for a bond in connection with any such injunctive or other equitable relief are hereby waived by both parties.
Compliance with Laws.
You agree to comply with the Data Privacy and Security Laws in connection with performing its obligations under and exercising its rights under
this Agreement (including, without limitation, accessing and using the Services and third part data and/or content for the Authorized Purposes).
Limitations and Disclaimer.
The Services may be temporarily unavailable, without notice, from time to time due to required maintenance, improvements, telecommunications
interruptions, or other disruptions. WSN will not be responsible for any damages that You may suffer arising out of use, or inability to use,
the Service. WSN will not be liable for unauthorized access to or alteration, theft or destruction of Your data files, programs, procedures
or information for any reason. It is hereby acknowledged that it is Your responsibility to validate for correctness all Data and Content and to
protect Your Data and Content from loss by maintaining back-ups of all Data and routinely updating such back-ups. You hereby waive any damages
occasioned by lost or corrupt Data, Content or incorrect data files resulting from a programming error, operator error, Your equipment or software
malfunction, or from the use of third-party software.
Disclaimer of Warranties. THE INFORMATION, DATA, CONTENT AND SERVICES ARE PROVIDED "AS IS" AND WSN GIVES NO REPRESENTATIONS OR WARRANTIES
THAT THE FUNCTIONS CONTAINED IN THE INFORMATION, DATA, CONTENT AND SERVICES (INCLUDING WITHOUT LIMITATION PUBLIC FORUM SUBMISSIONS) ARE
ACCURATE, COMPLETE OR CURRENT, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE, SERVICES, OR SERVERS OR ANY SOFTWARE OR OTHER DEVICE THAT
MAKES SUCH INFORMATION, DATA, CONTENT AND SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WSN DOES NOT WARRANT OR
MAKE ANY REPRESENTATIONS REGARDING THE USE OF OR THE RESULTS OF THE USE OF ANY INFORMATION, DATA, CONTENT AND SERVICES CONTAINED ON OR OFFERED,
MADE AVAILABLE THROUGH, OR OTHERWISE RELATED IN ANY WAY TO THE WEBSITE OR THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY THIRD PARTY SITES,
THIRD PARTY DATA AND/OR CONTENT, OR THIRD PARTY SERVICES LINKED TO FROM THE WEBSITE OR THE SERVICES IN TERMS OF THEIR CORRECTNESS, ACCURACY,
COMPLETENESS, RELIABILITY, SAFETY OR OTHERWISE. FURTHERMORE, WSN MAKES NO WARRANTIES RELATED TO THE SERVICES PROVIDED BY WSN
HEREUNDER, AND HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE AND NONINFRINGEMENT. YOU ASSUME TOTAL RESPONSIBILITY FOR THE SELECTION OF THE SERVICES TO ACHIEVE YOUR INTENDED RESULTS AND
FOR ITS USE OF THE RESULTS OBTAINED FROM THE SERVICES. WSN DOES NOT WARRANT THAT THE SERVICES MEET YOUR REQUIREMENTS OR WILL BE
UNINTERRUPTED OR ERROR FREE.
WSN and WSN affiliates make no express or implied warranties, guarantees or affirmations that the information will occur (events including
weather or otherwise) or has occurred as the reports, forecasts, data, or information state, represent or depict and WSN shall have no
responsibility or liability whatsoever to You, your Authorized Users or any third parties alike, for any inconsistency, inaccuracy, or omission for
weather or events or otherwise, predicted, depicted, occurring or occurred. You and your Authorized Users hereby irrevocably waive any claim against
WSN and WSN vendors (including third party data and/or content providers) with respect to information, content and materials contained on
the website, on third party sites or in any third party data and/or content, and any information, content and materials you provide to any third party
sites including, without limitation, credit card and other personal information. Reliance on any information obtained through your use of the Services
is strictly at your own risk. You understand and agree that by visiting the Website, registering for the Website or the Service, using the Services,
purchasing on the Website or purchasing in relation to the use of the Services, You and your Authorized Users waive the right to bring or be part of a
class action related to that use.
Limitations of Liability. IN NO EVENT WILL WSN (INCLUDING ITS SUBSIDIARIES, ITS PARENT AND SUBSIDIARIES OF ITS PARENT, LICENSORS, AND THE
EMPLOYEES, OFFICERS, DIRECTORS AND AGENTS THEREOF) BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE
DAMAGES UNDER THIS AGREEMENT OR IN CONNECTION WITH ANY SERVICES PROVIDED BY WSN HEREUNDER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS
OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS ARISING OUT OF THE USE OR INABILITY TO USE
THE SERVICES OR DATA, EVEN IF WSN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF AVAILABLE REMEDIES ARE FOUND TO HAVE
FAILED OF THEIR ESSENTIAL PURPOSE. THE TOTAL LIABILITY, IF ANY, OF WSN (INCLUDING ITS SUBSIDIARIES, ITS PARENT AND SUBSIDIARIES OF ITS
PARENT, ITS VENDORS AND LICENSORS, AND THE EMPLOYEES, OFFICERS, DIRECTORS AND AGENTS THEREOF) IN THE AGGREGATE OVER THE TERM OF THIS AGREEMENT
FOR ALL CLAIMS, CAUSES OF ACTION OR LIABILITY WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE ARISING UNDER OR IN ANY WAY RELATED TO THIS
AGREEMENT AND/OR THE SERVICES PROVIDED HEREUNDER (COLLECTIVELY, "CLAIMS"), SHALL BE LIMITED TO THE LESSER OF: (A) ONE THOUSAND (1,000) U.S.
DOLLARS, OR (B) THE TOTAL FEES PAID BY YOU TO WSN IN THE MOST RECENT THIRTY (30) DAY PERIOD. NOTWITHSTANDING THE FOREGOING, WSN'S
SOLE OBLIGATION IN THE EVENT OF AN ERROR BY WSN IN THE PERFORMANCE OF ANY SERVICES UNDER THIS AGREEMENT SHALL BE LIMITED TO REPROCESSING
APPLICABLE DATA OR REPERFORMING THE SERVICES. WSN (INCLUDING ITS SUBSIDIARIES, ITS PARENT AND SUBSIDIARIES OF ITS PARENT, ITS VENDORS AND
LICENSORS, AND THE EMPLOYEES, OFFICERS, DIRECTORS AND AGENTS THEREOF) SHALL HAVE NO LIABILITY, EXPRESS OR IMPLIED, WHETHER ARISING UNDER
CONTRACT, TORT OR OTHERWISE, FOR ANY CLAIM OR DEMAND: (A) RESULTING DIRECTLY OR INDIRECTLY FROM YOUR INTERNAL OPERATIONS, EQUIPMENT, SYSTEMS OR
SOFTWARE OWNED OR LICENSED BY YOU; OR (B) BY THIRD PARTIES, EVEN IF WSN WAS ADVISED OF THE POSSIBILITY OF SUCH CLAIMS OR DEMANDS, EXCEPT
AS EXPRESSLY PROVIDED OTHERWISE HEREIN.
Events Beyond the Control of WSN.
WSN, WSN affiliates, WSN vendors and third party data and/or content provider shall not be held responsible for any failure or
malfunction in power or communications nor the failure or refusal of WSN affiliates, WSN vendors or third party data and/or content
providers to perform, continue or renew their contractual obligations with WSN nor inability to perform by events beyond the control of
WSN. The unavailability of data from WSN affiliates, WSN vendors or third party data and/or content providers shall not be
considered a disruption of service and shall not affect Your obligations hereunder.
YOU AND YOUR AUTHORIZED USERS ARE ADVISED AND INFORMED THAT THE GOVERNMENT ISSUES OFFICIAL WATCHES, WARNINGS, ADVISORIES, BULLETINS AND OTHER
COMMUNICATIONS AND YOU AND YOUR AUTHORIZED USERS SHOULD KEEP ADVISED OF THE SAME. YOUR, YOUR AUTHORIZED USERS AND YOUR AFFILIATED THIRD PARTIES
ARE SOLELY RESPONSIBLE FOR ACTING OR LACK OF ACTION TAKEN TO PRESERVE LIFE OR PROPERTY.
You, your Authorized Users and third parties agree to indemnify and hold WSN and WSN affiliates harmless for any and all claims arising
from any source.
You agree to defend, indemnify and hold harmless WSN, its members, affiliates and/or partners, and its officers, directors, partners,
shareholders agents, licensees and employees from and against all claims, actions, liabilities, losses, expenses, damages and costs, including but
not limited to attorney's fees, that may, at any time, arise out of or relate to Your authorized, unauthorized, lawful or unlawful use of the
Services, including but not limited to Your breach of this Agreement, Your inability to access the Services and/or third party data and/or content,
and Your reliance on any errors or omissions on the Services and third party data and/or content, violation of applicable laws (including, without
limitation, Data Privacy and Security Laws) and violation of any third party rights.
You hereby agree that You will well and truly indemnify and save harmless WSN and WSN affiliates from all manner of suit actions,
damages, charges and expenses, including attorney and counsel fees. Any manner of suite, action or claim of any nature or any kind against
WSN or WSN affiliates by You or your Authorized Users shall be brought within one (1) year from the occurrence of the earliest event
giving rise to such suit, action or claim. WSN and WSN affiliates shall have no responsibility to retain records of transmissions by or
between either WSN or WSN affiliates and Your or records of forecasts, data, graphics or products in whatever form or nature, that may
have been produced or supplied under this Agreement and WSN and WSN affiliates shall not be required to produce the same by any adverse
You agree to and will keep and maintain complete and accurate records relating to Your use of the Services and third party data and/or content (including
the Authorized Users' names, usage types and amount of each Authorized User accessing the Services and third party data and/or content). WSN may,
from time to time, either directly or through an independent certified public accountant which it selects, examine and audit Your records relating to this
Agreement to verify compliance with the terms and conditions of this Agreement. Each audit shall be conducted during normal business hours, with
reasonable, with advance notice of the audit provided to You. Each such audit shall be conducted at WSN's expense, unless such audit reveals
noncompliance by You in excess of three percent (3%) of any of Your payment obligations to WSN pursuant to the terms of this Agreement, in which case
such audit shall be at Your expense. You will promptly remit to WSN any amounts that any such audit reveals are due to WSN in order for You to
comply with the terms of this Agreement.
You shall provide WSN with access to your website or interface containing the Services for the purpose of reviewing Your and Authorized Users'
compliance of WSN, WSN affiliates, and third party data and/or content providers Services and offerings. WSN shall be responsible for all
communication charges for access to Your website or interface, unless such review reveals breach by You or Authorized Users of this Agreement, WSN
affiliates agreements or third party data and/or content provider agreements.
No right or license under this Agreement may be assigned or transferred by You, nor may any duty be delegated by You without the prior written
consent of WSN. Any assignment, transfer or delegation in contradiction of this provision will be null and void. Subject to the foregoing,
this Agreement will bind and inure to the benefit of the successors and assigns of You and WSN.
WSN may freely subcontract its duties and obligations under this Agreement. In the event that WSN subcontracts any of its duties and
obligations, WSN agrees that: (i) the third party shall execute a confidentiality agreement consistent with the terms of this Agreement and
(ii) any such permitted subcontracting shall not release WSN from any of its obligations under this Agreement.
Notwithstanding any other provision of this Agreement, no party to the Agreement shall be deemed in default or breach of this Agreement or liable
for any loss or damages or for any delay or failure in performance (except for the payment of money) due to any cause beyond the reasonable control
of, and without fault or negligence by, such party or its officers, directors, employees, agents or contractors.
rules. You agree to submit to the State Courts of New York, County of New York only with regards to any dispute arising out of this User Agreement
Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be decided by binding arbitration administered
by the American Arbitration Association ("AAA") in accordance with the then-current Commercial Arbitration Rules, and judgment on the award
rendered by the arbitrators may be entered in any court having jurisdiction thereof. Each party shall bear its own costs, fees and expenses
incurred in connection with this arbitration proceeding, including attorneys' fees and expenses and witness costs and expenses. The arbitrator(s)
shall apportion the fees, expenses and compensation of the American Arbitration Association and the arbitrator(s) between the parties in such
amount as the arbitrator(s) determine is appropriate. Arbitration shall take place in the State of New York, USA, County of New York.
Notwithstanding the foregoing, a party may, without waiving any remedy under this Agreement, seek from any court with jurisdiction, interim or
provisional equitable relief necessary to protect such party's rights or property. Any civil action seeking injunctive relief, challenging an
arbitration proceeding or award or otherwise related to this Agreement will be instituted and maintained exclusively in the federal or state courts
of the State of New York, USA, County of New York.
BY ENTERING INTO THIS AGREEMENT, WHICH CONTAINS THIS ARBITRATION PROVISION, THE PARTIES ARE WAIVING THE RIGHT TO A JURY TRIAL AS TO ANY CLAIMS EACH PARTY
MAY CLAIM TO HAVE AGAINST THE OTHER.
Any notices which are required to be sent to WSN hereunder must be addressed to Wall Street Network, Inc., Attn: Chief Financial Officer, 44 Wall Street, 7th Floor, New York, NY 10005, or such other locations as WSN may from time to time update or direct in
writing. Notices addressed to any other person, entity or location shall be considered of no effect whether actually received or not.
WSN is acting as an independent contractor in its capacity under this Agreement. Nothing contained in this Agreement or in the relationship
between You and WSN shall be deemed to constitute a partnership, joint venture, or any other relationship between the You and WSN.
This Agreement, constitutes the entire agreement between WSN and You with respect to the subject matter hereof. There are no restrictions,
promises, warranties, covenants, or undertakings other than those expressly set forth herein. This Agreement supersedes all prior negotiations,
agreements, and undertakings between the parties with respect to such matter. WSN reserves the right, in its sole discretion, to change,
modify, add, or delete portions of this User Agreement and Terms of Service at any time on both a permanent or temporary basis. It is Your
responsibility to check this User Agreement and Terms of Service for any such amendments.
No provision of this Agreement shall be construed against or interpreted to the disadvantage of any party hereto by any court or arbitrator by
reason of such party having or being deemed to have structured or drafted such provision. The headings in this Agreement are for reference purposes
only and shall not be deemed to have any substantive effect.
paragraph, subparagph or portion thereof.
Use of Name.
WSN and WSN affiliates and may reference and use Your, Your corporate, business, or D.B.A. name and logo and identify You as a client
of WSN in advertising, publicity, and marketing materials. Use of Name by third party data and/or content providers shall be regulated by the
terms and conditions of such third parties.
The failure of either party at any time to require performance by the other party of any provision of this Agreement shall not affect in any way
the full right to require the performance at any subsequent time. The waiver by either party of a breach of any provision of this Agreement shall
not be taken or held to be a waiver of the provision itself. Any course of performance shall not be deemed to amend or limit any provision of this