THE FOLLOWING TERMS AND CONDITIONS ARE PRECEDENT TO YOU PURCHASING AND RECEIVING ELECTRONIC PRODUCTS (Products) PROVIDED BY EQUIBASE COMPANY LLC (EQUIBASE) VIA THE INTERNET. IF YOU AGREE TO THESE TERMS AND CONDITIONS, BY CLICKING ON THE ACCEPTANCE BOX BELOW, THIS SCREEN WILL NOT BE SHOWN AGAIN WHEN FUTURE PURCHASES ARE MADE.
1. TERMS OF THIS AGREEMENT
EQUIBASE may, at its option, terminate this service to you, without notice, for material breach of this Agreement, including, without limitation:
- You impair or attempt to impair the integrity of EQUIBASE's computer programs, information or services; or
- You disseminate information acquired hereunder in violation of section 5 below; provided, however, that EQUIBASE will still be able to exercise all of its other rights and remedies under this Agreement at law and in equity.
2. CHARGES AND PAYMENT
(a) You shall bear sole responsibility for the payment of any taxes imposed on your purchase and receipt of the Products by the national and/or local jurisdictions of and within your country.
(b) No refunds will be granted for any purpose. In the event of an EQUIBASE system failure while you are purchasing or receiving Products, EQUIBASE will not charge your credit card account for such usage provided that the Product is not completely received by you.
(c) All charges to your credit card account by EQUIBASE shall be denominated in United States currency.
3. NO WARRANTY
EQUIBASE MAKES NO REPRESENTATION OR WARRANTY EXPRESS OR IMPLIED INCLUDING THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AS TO ANY MATTER WHATSOEVER INCLUDING BUT NOT LIMITED TO THE ACCURACY OF ANY INFORMATION OR PRODUCT FURNISHED HEREUNDER AND YOU ACCEPT THE PRODUCTS ON AN "AS IS" BASIS.
4. LIMITATION OF LIABILITY (a) In no event shall either party be liable for special, indirect or consequential damages including without limitation loss of anticipated profits or other economic loss in connection with or arising out of the availability, existence, furnishing, or functioning of any Product or information provided for under this Agreement.
(b) You understand that with multiple processing of complex data, and with reliance upon information acquired from multiple sources, errors and omissions can and do occur despite reasonable efforts to avoid them, and EQUIBASE expressly disclaims any responsibility or liability for any loss or consequential damages resulting to you or any third party from errors or omissions in the Products. EQUIBASE shall not be liable for any loss or damage, delay in performance or nonperformance caused by equipment malfunction or breakdown, information unavailability, strikes or other labor disputes, or riots, fire, insurrection, war, failure of carriers, the elements, accidents, acts of God, or any other causes beyond EQUIBASE's control whether or not similar to the foregoing.
5. RESTRICTIONS ON USE OF DATA
You understand that information acquired hereunder is for your personal use. You agree that you will not disseminate information acquired hereunder to any third party without having first obtained the written permission of EQUIBASE.
6. PROPRIETARY DATA
(a) All systems, programs, records, statistics, data, documentation, and any other material utilized or developed by EQUIBASE in connection with this Agreement and the products and information supplied hereunder shall be and remain the sole property of EQUIBASE. All rights, title to, and interest in, including copyrights and renewals thereof, all systems, programming, records, statistics, data, documentation, operator's manuals, components, and accessories comprising the system furnishing the services hereunder and provided by EQUIBASE shall remain the property of EQUIBASE or its licensor at all times.
(b) ChartPlusTM and Equibase® are trademarks of Equibase Company LLC. You shall in no way appropriate such mark as your own, nor shall you use such mark without having first obtained the written permission of EQUIBASE.
(c) You may not modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based upon the Software for any Products, without EQUIBASE's written consent.
(a) No waiver shall be effective unless made in writing.
(b) This Agreement represents the entire agreement between the parties hereto.
(c) The laws of the State of Kentucky, USA, applicable to agreements executed and performed wholly within Kentucky, shall govern the validity, interpretation and enforcement of this Agreement. It is expressly agreed to by and between the parties hereto and any other person or persons seeking to utilize the services provided for hereunder, that any lawsuit brought against EQUIBASE shall be commenced and adjudicated only in the United States District Court of the Eastern District of Kentucky or in Kentucky State courts located in Fayette County.
(d) If any provision of this Agreement or its application is held to be invalid, illegal, or unenforceable in any respect, the validity, legality or enforceability of any of the other provisions and applications herein shall not in any way be affected or impaired.