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CFOdirect Network Terms and Conditions
Published:
12/09/2008
Full article:
License Agreement, Terms and Conditions
1. License. (a) This is a legal agreement between you, the end user, and PricewaterhouseCoopers LLP (“PwC”) for CFOdirect Network ®, an information and news service for senior financial executives (the “Service”). By checking that that you agree, or otherwise using the Service, you agree to be bound by the terms and conditions of this agreement. If, after reading this agreement, you do not agree with its terms, uncheck the box and do not register for the Service. PwC hereby grants to you a nontransferable, nonexclusive, license, without rights of sublicense (the "License"), to use the Service in object code only, exclusively for your internal business purposes. The Service is comprised of, but is not limited to, copyrighted third-party and PwC news and insights, financial and business tools and other resources provided in a proprietary on-line service, the programs comprising the Service, the computer code related thereto, the designs, materials, documentation and information embodied therein, together with all updates, upgrades, modifications, additions and enhancements thereto, including without limitation, any updates, upgrades or modifications which may be provided to you by PwC, if any. (b) You understand and agree that PwC and its suppliers own the Service, including, without limitation, all copyright, patent, trade secret, trademark and other intellectual property rights related thereto.
2. License Restrictions. You shall not: (i) modify, decompile, disassemble or otherwise reverse-engineer the Service; (ii) transfer, sell, assign, rent, lease, sub-license, pledge, or otherwise dispose of the Service; (iii) adapt, merge or translate the Service; or (iv) copy the Service; except as provided in Sections 11 and 12 below.
3. Installation/Access. You are responsible for access to and use of the Service and verification that the Service is operating in accordance with its specifications. Each additional user must register separately to access the Service.
4. License Fee. There is currently no license fee charged for CFOdirect Network. Should this policy change, you will be notified and given the opportunity to license the Service at the established license fee.
5. Limited Warranty. (a) The Service is provided on an “AS IS” basis without warranty of any kind. Licensee acknowledges and understands that the Internet is out of the control of PwC and PwC shall not be responsible for Licensee’s inability to connect to the Service. (b) PWC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, OR ARISING OR IMPLIED BY CUSTOM, USAGE OR COURSE OF PERFORMANCE AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PWC DISCLAIMS ANY REPRESENTATIONS THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SERVICE OR ITS USE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ERRORS OR OMISSIONS THAT COME TO PWC’S ATTENTION AFTER PUBLICATION WILL BE CORRECTED. PWC MAKES NO WARRANTY OR GUARANTEE OF COMPLETENESS, ACCURACY OR TIMELINESS REGARDING THE INFORMATION CONTAINED IN THE SERVICE, AND THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICE RESTS WITH YOU. YOU AGREE THAT BY MAKING THE SERVICE AVAILABLE TO YOU, NEITHER PWC NOR ANY THIRD-PARTY INFORMATION PROVIDER IS ENGAGED IN RENDERING ACCOUNTING, TAX, LEGAL, OR OTHER PROFESSIONAL SERVICE OR ADVICE, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY RESULTS OBTAINED USING THE SERVICE. (c) THIS SECTION 5 SHALL APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.
6. Limitation of Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, PWC, ITS SUPPLIERS AND ITS AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY NATURE WHATSOEVER, OR FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY ERRORS, DEFICIENCIES, MALFUNCTIONS, DELAYS, LOSS OF DATA, LOSS OF PROFIT OR SAVINGS, INTERRUPTION OF SERVICE OR LOSS OF BUSINESS OR ANTICIPATORY PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OCCURRING.
7. Term and Termination. You may cancel your license at any time, by contacting us through the "Contact Us" form on www.cfodirect.com. This license will automatically terminate upon your breach of any term of this Agreement, and PwC may terminate this license for convenience.
8. Confidential Information. PwC represents, and you acknowledge and agree, that PwC is the owner of or otherwise has the rights to provide the Service and the right to grant this License. You will not, by virtue of this License or otherwise, acquire any proprietary rights whatsoever in the Service, which will be deemed the confidential information of PwC and the intellectual property of PwC. Any right not expressly granted to you by this Agreement is unconditionally reserved by PwC. You agree not to sell, transfer, publish, disclose, display or otherwise make any portion of the Service available to unauthorized users, nor use the Service to create a product or service that could compete with it. You agree to maintain the confidentiality of the Service using at least the same degree of care you use to maintain the confidentiality of your own most confidential information. Notwithstanding anything to the contrary herein, either of us may disclose confidential information of the other as may be required by law, statute, rule or regulation, including any subpoena or other similar form of process.
9. Infringement Indemnity. (a) PwC agrees to indemnify, defend and hold you harmless from and against any and all amounts payable under any judgment, verdict, court order or settlement to the extent resulting from any unaffiliated third-party allegation that the Service infringes such party's patent, copyright, trademark or trade secret rights in the jurisdiction in which the Service is being licensed. Should your use of the Service be determined to have infringed, or if, in PwC's judgment, such use is likely to infringe, PwC may, at its option: (i) procure for you the right to continue using the Service; or (ii) replace or modify it to make its use non-infringing while not materially changing its functionality. If neither of the above are available on a basis that PwC finds commercially reasonable, then, PwC may terminate this Agreement, and you shall discontinue using the Service. (b) This infringement indemnity does not cover claims arising from: (A) the combination of the Service with products or services not provided by PwC; (B) the modification of the Service by any person, other than PwC; (C) unauthorized modifications to the Service; (D) use of any portion of the Service in a negligent manner or in a manner not permitted or contemplated by this Agreement. (c) The indemnity in this Section 9 is contingent upon: (1) you promptly notifying PwC in writing of any claim which may give rise to a claim for indemnification; (2) PwC being allowed to control the defense and settlement of such claim; and (3) you cooperating with all reasonable requests of PwC (at PwC’s expense) in defending or settling a claim. You shall have the right, at your option and expense, to participate in the defense of any suit or proceeding through a counsel of your own choosing.
10. Export Restrictions. You agree not to export, transfer or re-export this Service outside the United States except as authorized and as permitted by the laws and regulations of the United States including the U.S. export control laws and U.S. economic sanction laws. You agree to comply fully with all laws and regulations of the United States and other countries to assure that neither the Service, nor any content therein are: exported, directly or indirectly, in violation of any applicable export control laws or used for any purpose prohibited by such export control laws. The Service may not be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, North Korea, Iran, Syria or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department’s Table of Denial Orders.
11. Miscellaneous. (a) This Agreement will be governed by and construed in accordance with the laws of the State of New York, without giving effect to its conflicts of laws provisions. Sections 1(b), 5(b), 5(c), 6, 8, 10 and 11 shall survive termination of this Agreement for any reason. (b) These terms and conditions, the privacy statement, the copyright statement, the legal disclaimer, and the product order form constitute the entire agreement between the parties. (c) Neither party may assign or transfer this Agreement without the consent of the other, except that either party may assign this Agreement to a successor in the business to which this Agreement relates, provided a reasonable person would not consider the successor of end-user to be a competitor of PwC. (d) If any provision of this Agreement is declared or found to be illegal, unenforceable or void, then each of us shall be relieved of all obligations arising under such provision, but if the remainder of this Agreement shall not be affected by such declaration or finding and is capable of substantial performance, then each provision not so affected shall be enforced to the extent permitted by law. This Agreement is subject to change.
12. Supplier’s Conditions for Use
The Service may include third party content made available to the Licensee under the terms of separate license agreements with or permission from such third party content owner. Licensor reserves the right to add or delete third party content at any time. Licensor makes no representation or warranty with regard to such third party content.
(a) Hard Copy Reproduction Limits
Third-Party Licensee's Hard Copy Reproduction Limits
Third-party licensees may reproduce up to two (2) hard copies of a document in its entirety or five (5) copies of selected excerpts solely for its own internal business purposes. An excerpt is defined as less than 25% of a specific document. To reproduce copies in excess of the forgoing, approval is required. Licensees should request permission via the "Contact Us" link at the bottom of the CFOdirect website.
PricewaterhouseCoopers Staff Hard Copy Reproduction Limits
PricewaterhouseCoopers staff may reproduce up to ten (10) hard copies of a document in its entirety or 25 copies of selected excerpts for PricewaterhouseCoopers' internal business purposes. Copies may not be given to clients. An excerpt is defined as less than 25% of a specific document. To reproduce copies in excess of the forgoing, staff should request permission via the "Contact Us" link at the bottom of the CFOdirect website.
(b) Copyright Acknowledgements
All hard copy reproductions must include the respective third-party organisations’ copyright notice wording as indicated in the CFOdirect Network Copyright Statement.
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Copyright © 2000-2008 PricewaterhouseCoopers LLP. All rights reserved. "PricewaterhouseCoopers" refers to PricewaterhouseCoopers LLP, a Delaware limited liability partnership, or as the context requires, the PricewaterhouseCoopers global network or other member firms of the network each of which is a separate and independent legal entity. CFOdirect Network is a registered trademark of PricewaterhouseCoopers LLP.
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© 2000-2009 PricewaterhouseCoopers LLP. All rights reserved. "PricewaterhouseCoopers" refers to PricewaterhouseCoopers LLP, a Delaware limited liability partnership, or as the context requires, the PricewaterhouseCoopers global network or other member firms of the network each of which is a separate and independent legal entity. Legal Disclaimer, Copyright, About site provider, Terms and Conditions and Privacy Statement. Click on Contact us if you have any questions.
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