This Service Agreement (“Agreement”) is entered into by and between Briefing.com, Inc. a Delaware Corporation with a principal address at 401 North Michigan Ave., Suite 2950, Chicago, Illinois 60611 (“Briefing.com”), and reader (“Reader”) and shall become effective, as appropriate, upon either activation of a “Register” button on the website upon which the Services reside (“the Site”) or upon use of the Site by Reader (“Effective Date”).
Grant of License.
a) Briefing.com grants to Reader the nonexclusive right to use the Services herein and the information, content, materials and tools provided via the services (collectively, "the Services") solely for Reader's personal, internal, noncommercial use in accordance with the terms and conditions of this Agreement and any user documentation that may be provided online by Briefing.com. Certain materials on the Services may be made available by Briefing.com for download and/or printing by Reader. Subject to the terms and conditions of this Agreement, Briefing.com grants Reader the limited permission to download and print such materials for Reader's personal, internal, noncommercial use only; provided that all copyright notices and other proprietary or cautionary legends appearing on the originals are duplicated on all copies thereof.
b) Notwithstanding any provision in the terms and conditions of this Agreement, Briefing.com reserves the right, in its sole discretion, at any time, to change or modify (i) the Services, (ii) any particular information, content, materials and tools provided via the Services, (iii) terminate the Services all together and/or (iv) on notice to Reader (which may consist of a notice posted on the Site), these terms and conditions. Reader's use of the Services following any such change constitutes Reader’s agreement to follow and be bound by such terms and conditions, as changed. In addition, Briefing.com reserves the right, in its sole discretion, at any time and for any reason to terminate access to the Services of any Reader.
2) License Restrictions. Reader agrees not to reproduce, retransmit, disseminate, sell, distribute, publish, broadcast, circulate or commercially exploit the information available through the Services in any manner or for any purposes without the express written consent of Briefing.com, nor to use the information available through the Services for any unlawful purpose. In no event may Reader offer the use of the Services as a part of a service bureau, time-sharing, or other similar arrangement. Reader agrees to access the Services manually by request at all times and not programmatically by macro or other automated means. Reader is prohibited from using any type of automated method of retrieving data from the Services without the prior written consent of Briefing.com. This includes, but is not limited to, programs termed as spiders, snakes, robots, mirroring type programs, and custom written programs or any other manually or automatic application or device to download, retrieve, index, archive or reproduce, circumvent the security, structural integrity or navigation of the Site. Notwithstanding the language herein, recognized search engines may use commercially accepted methods to index the Site. If Reader wishes to use the Services in any manner not expressly permitted by this Agreement, Reader may request permission from Briefing.com by giving to Briefing.com a written description of the intended use and such other information as Briefing.com may request. Only an authorized representative of Briefing.com may grant such permission. The granting of such a request may entail an additional fee payable by Reader.
3) Briefing.com's Proprietary Rights. All right, title and interest in and to the Services, and all information, content, materials and tools made available through the Services, in all languages, formats and media throughout out the world, including all copyrights and trademarks therein, are and shall continue to be the exclusive property of Briefing.com or its affiliates and/or its licensors and independent third party information and content or data providers (such licensors and third parties are referred to as the "Providers"), or used under principles of “fair use.” Nothing contained herein shall create, nor shall be construed as, an assignment to Reader of any right, title or interest in or to the Services or any information, content, materials or tools made available through the Services; it being acknowledged that all right, title and interest in and to the Services or any information, content, materials or tools made available through the Services is expressly reserved by Briefing.com or the Providers. Reader agrees that it will do nothing inconsistent with Briefing.com's or the Providers' ownership of, or rights in, the Services or any information, content, materials or tools made available through the Services.
Briefing.com has free non-subscription areas within the Site which do not require registration
of any kind. A Reader is free to access these areas of the Site without submitting any personal
5) Fees. To the extent that Reader has subscribed to any Services, depending upon the length of term and payment frequency for the Services as chosen by Reader, Reader agrees to either pay in advance via check, or have payment drawn for the Services from his/her credit card account on file at the time payment is due for a two (2) year, one (1) year, quarterly or monthly basis and in advance. After the Effective Date, annual accounts only are eligible for pro-rated refunds within the first 30 days of their annual term.
6) Sales or Use Tax. To the extent that Reader has subscribed to any Services, Reader agrees to pay any applicable taxes, whether state, county, local, city, sales, consumption, value-added, excise, use or other taxes, when due, imposed on Reader with respect to the Services, together with any interest or penalties thereon.
7) Future Services. To the extent that Reader has subscribed to any Services, the terms and conditions of this Agreement (including but not limited to the Agreement renewal date) will be binding on any additional Services subsequently subscribed to as well as any remaining Services after termination of any Services occurs.
8) Fee Increases.
a) To the extent that Reader has subscribed to any Services, if necessary, Briefing.com may increase fees for the applicable Services at any time by giving thirty (30) days written notice to Reader, however Reader may terminate only those Services affected by giving written notice to Briefing.com prior to the effective date of such increase.
b) To the extent that Reader has subscribed to any Services, fees for the Services specified may be increased by Briefing.com at any time during the term of this Agreement on written notice to Reader if Briefing.com becomes aware that any information provided by Reader is not accurate.
9) Term and Termination.
a) Term. To the extent that Reader has subscribed to any Services, the Subscription Term of this Agreement will begin on the Effective Date and shall continue for an initial term as chosen by Reader on the web based sign-up page, an off-line written agreement or with Briefing.com Customer Service for the Services subscribed to, unless terminated earlier as provided herein. THEREAFTER THIS AGREEMENT SHALL AUTOMATICALLY RENEW FOR SUCCESSIVE RENEWAL TERMS AT THE FEE THEN IN EFFECT, UNLESS EITHER PARTY PROVIDES NOTICE TO THE OTHER PARTY OF ITS DECISION NOT TO RENEW THE AGREEMENT AT LEAST THIRTY (30) DAYS PRIOR TO THE TERMINATION OF THE THEN-CURRENT TERM. Any such notice of termination must be in writing and addressed to email@example.com.
To the extent that Reader has subscribed to any Services, Briefing.com may terminate this Agreement:
upon 30 days' notice to Reader if Reader is in breach or default of any term or condition of this Agreement,
provided that such breach or default is not cured within said 30-day period; or
(2) immediately if Reader becomes insolvent, makes a general assignment for the benefit of creditors, files a voluntary petition of bankruptcy, suffers or permits the appointment of a receiver for its business or assets, or becomes subject to any proceedings under any bankruptcy or insolvency law, whether domestic or foreign, or has wound up or liquidated, voluntarily or otherwise.
(3) immediately if the Reader is found to be redistributing or otherwise using the Services in a manner in any way detrimental to this Agreement.
ii) Upon the effective date of any termination or expiration of this Agreement for any reason, Reader shall cease all use of the applicable Services, each Password will be deactivated and Reader shall no longer be permitted access to the Services. Termination for any of the foregoing shall not affect Briefing.com’s entitlement to any sums due hereunder, and Reader shall not be entitled to any refund of any portion of the fees paid.
10) Disclaimer of Warranties and Other Disclaimers.
a) Reader agrees that neither Briefing.com, its affiliates, officers, directors, employees, agents or representatives, nor the Providers, nor any officer, director, employee, agent, affiliate or representative thereof shall have any liability, contingent or otherwise, for the accuracy, truthfulness, timeliness, reliability, completeness or correct sequencing of the Services or the information made available through the Services, or for any decision made or action taken by Reader in reliance upon such information or the Services, or for interruption or delay of any data, information or any other aspect of the Services.
b) Neither Briefing.com nor its affiliates or the Providers warrant that the Service and the information obtained from the Services is appropriate for Reader's needs, that the Services will be available at any particular time or location, or that any defects or errors in the Services will be corrected. Certain information accessible through the Services may be provided by parties with whom Briefing.com has no relationship. Other information that Briefing.com obtains from the Providers is obtained from sources believed to be reliable. Nevertheless, due to various factors, including the inherent possibility of human and mechanical error, the accuracy, truthfulness, timeliness, reliability, completeness or correct sequencing of such information in the Service is not and cannot be guaranteed by Briefing.com, the Providers or by any persons creating or transmitting such information.
c) THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTY. ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF ACCURACY, COMPLETENESS, TIMELINESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT ARE HEREBY DISCLAIMED. READER RECOGNIZES THAT THE ACCURACY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES SHOULD BE CHECKED BEFORE READER RELIES ON IT.
d) USE OF THE SERVICES AND ANY INFORMATION OBTAINED THROUGH THE SERVICES IS SOLELY AT READER'S RISK. IN NO EVENT SHALL BRIEFING.COM OR THE PROVIDERS BE LIABLE FOR LOSS OF PROFITS OR DATA, USE OR INTERRUPTION OF BUSINESS, TRADING LOSSES OR DAMAGES THAT RESULT FROM INCONVENIENCE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES ARISING OUT OF OR RELATING TO READER'S USE OF THE SERVICES, EVEN IF BRIEFING.COM OR THE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR ARE OTHERWISE AWARE OF THE POSSIBILITY OF ANY OF THE FOREGOING. IN NO EVENT SHALL BRIEFING.COM'S OR THE PROVIDERS’ AGGREGATE LIABILITY ARISING OUT OF OR BASED UPON THIS AGREEMENT REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT, INCLUDING WITHOUT LIMITATION, ANY ACTION IN TORT OR CONTRACT, EXCEED THE FEES PAID BY READER, IF ANY, TO BRIEFING.COM PURSUANT TO THIS AGREEMENT
e) READER ACKNOWLEDGES THAT INFORMATION AND CONTENT AVAILABLE THROUGH THE SERVICES MAY CONTAIN COMPUTER VIRUSES OR OTHER CONTAMINANTS, INCLUDING, BUT NOT BE LIMITED TO, TROJAN HORSES, TRAP DOORS, BACK DOORS, EASTER EGGS, WORMS, TIME BOMBS, CANCELBOTS OR OTHER MALICIOUS COMPUTER PROGRAMMING ROUTINES, MALICIOUS CODES OR INSTRUCTIONS THAT ARE INTENDED TO DAMAGE, DETRIMENTALLY INTERFERE WITH, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE, MODIFY, DELETE, DAMAGE OR DISABLE ANY SYSTEM OR SYSTEM DATA. SHOULD READER DOWNLOAD ANY SUCH INFORMATION OR MATERIALS FROM THE SERVICES, IT IS READER'S RESPONSIBILITY TO PERFORM ANY SCANNING OR OTHER ANTI-VIRUS PRECAUTIONS AS READER DEEMS NECESSARY. UNDER NO CIRCUMSTANCES WILL BRIEFING.COM BE RESPONSIBLE FOR ANY LOSS OR DAMAGE CAUSED BY ANY INFORMATION OR MATERIALS DOWNLOADED FROM THE SERVICES AND READER ASSUMES FULL RESPONSIBILITY FOR ALL COSTS ASSOCIATED WITH ALL NECESSARY SERVICING OR REPAIRS OF ANY EQUIPMENT OR DATA READER USES IN CONNECTION WITH THE SERVICES.
11) Linking and Framing. The Services may offer links to other websites. Some of these sites may be affiliated with Briefing.com, while others are not. Briefing.com is not responsible for the contents of any website pages created and maintained by organizations independent of Briefing.com. Visiting any such third-party website pages is at Reader's own risk. Briefing.com has no control of these third-party website pages, nor can it guarantee the accuracy, completeness, or timeliness of information in third-party website pages, or that such third-party websites are free from errors or viruses or other harmful software. Reader's use of such information is voluntary, and Reader's reliance on such information should be made only after thorough independent review. Reader agrees that Briefing.com shall not be held liable for any trading activities or other activities that occur on any website Reader accesses through links on the Services. A reference to commercial products or services within any such third-party website pages does not constitute or imply an endorsement by Briefing.com. Reader acknowledges that Briefing.com is responsible neither for the availability of, nor the content located on or through any third-party website pages. No authorization or permission is given for framing or linking to any pages of the Site or any of its content, whether in whole or in part.
12) Reader Responsibilities.
a) Briefing.com is a publisher. Briefing.com is not a registered broker-dealer or a registered investment adviser. Reader understands that the Services is furnished for Reader's personal, noncommercial, informational purposes only, and that no mention of a particular security in the Services constitutes a recommendation to buy, sell, or hold that or any other security, or that any particular security, portfolio of securities, transaction or investment strategy is suitable for any specific person. Reader further understands that Briefing.com will not advise Reader personally concerning the nature, potential, value or suitability of any particular security, portfolio of securities, transaction, investment strategy or other matter. To the extent any of the information contained in the Services may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person. Reader acknowledges that Reader is responsible for Reader's own financial decisions.
b) Reader accepts responsibility for the confidentiality and use of any passwords, access codes, account numbers and customer codes numbers that Reader may receive for access to and use of the Services ("collectively, "Passwords"). Reader is prohibited from transferring or sharing Reader's Passwords and from revealing Reader's Passwords to any unauthorized person. Reader accepts responsibility for all activity that occurs through or under Reader's Passwords. Reader agrees to notify Briefing.com immediately if Reader becomes aware of any loss, theft or unauthorized use of Reader Passwords.
13) Financial Disclosures.
a) Decisions to buy, sell, hold or trade in securities and other investments involve risk and are best made based on the advice of qualified financial professionals. Any trading in securities or other investments involves a risk of substantial losses. The practice of “Day Trading” involves particularly high risks and can cause Reader to lose substantial sums of money. Before undertaking any trading program, Reader should consult a qualified financial professional. Please consider carefully whether such trading is suitable for Reader in light of Reader's financial condition and ability to bear financial risks.
b) The Services are for informational purposes only and should not be used or construed as an offer to sell, a solicitation of an offer to buy, or an endorsement, recommendation or sponsorship of any company or security by Briefing.com, its affiliates, officers, directors, employees or agents. Reader acknowledges and agrees that the Services are not intended to supply investment or financial advice. Briefing.com offers no advice regarding the nature, potential value, or suitability or any particular security, transaction, investment or investment strategy. Reader acknowledges and agrees that the use of the Services, and any decisions made in reliance upon the Services, is made at Reader's own risk.
14) Indemnification. Reader agrees to indemnify and hold harmless Briefing.com, its affiliates, officers, directors, employees, agents and representatives and the Providers and their respective officers, directors, employees, agents and representatives, from and against any and all claims, losses, liability, costs and expenses (including, but not limited to, reasonable attorneys’ fees) arising from or relating to Reader’s use of the Services or the information made available through the Services, any violation of the terms and conditions of this Agreement by Reader or any violation by Reader of any applicable law, statute or regulation.
a) Assignment. None of the rights granted hereunder may be assigned, sold, or otherwise transferred by Reader without the prior written consent of Briefing.com. Briefing.com may assign, sell or otherwise transfer its rights or obligations to any Briefing.com subsidiary, affiliate or controlled entity without Reader's prior approval, or assign this Agreement to any acquirer of all or of substantially all of such party’s assets or business or equity securities. Any attempt to assign or transfer any of the rights, duties or obligations under this Agreement in contravention of this paragraph is void.
b) Third Party Beneficiaries. The terms and conditions of this Agreement are subject to any requirements of Briefing.com’s Providers under Briefing.com’s agreements with such Providers, including such additional financial and contractual requirements as may be imposed by such Providers from time to time. Such Providers are intended beneficiaries of this Agreement. Providers may enforce the terms and conditions of this Agreement against Reader by legal proceedings or other appropriate means.
c) Force Majeure. Briefing.com shall not be deemed to be in default of any provision of this Agreement or for failure in performance, resulting from acts or events beyond the reasonable control of Briefing.com and arising without its fault or negligence. Such acts shall include, but not be limited to, acts of God, civil or military authority, interruption or failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, civil disturbances, acts of war or terrorists, strikes, fires, floods or other catastrophes.
d) Relationship of the Parties. Nothing contained in this Agreement shall be construed to imply a joint venture, partnership, or principal-agent relationship between the parties; and, neither party by virtue of this Agreement shall have any right, power or authority, express or implied, to act on behalf of or enter into any undertaking binding the other party.
e) Notices. Any and all notices permitted or required to be given hereunder shall be in writing and shall be deemed duly given: (i) upon actual delivery, if delivery is by hand; or (ii) delivered by a major commercial rapid delivery courier service; or upon receipt by the transmitting party of confirmation if delivery is by Telex, telegram, facsimile or electronic mail; or (iii) upon delivery into the United States mail if delivery is by first class postage paid, registered, or certified return-receipt-requested mail. Each such notice shall be addressed to firstname.lastname@example.org at the address indicated above regardless of form or to any other address as the respective party may designate by notice delivered pursuant to this Section.
f) Non-Waiver. No term or provision hereof shall be deemed waived or any breach excused, unless such waiver or consent shall be in writing and signed by the party claimed by the other to have waived or consented. Any consent by any party to, or waiver of, a breach by the other, whether express or implied, shall not constitute consent to, waiver of, or excuse for any other different or subsequent breach.
g) Partial Invalidity. If any term or provision of this Agreement shall be found to be illegal or unenforceable, then notwithstanding such illegality or unenforceability, this Agreement shall remain in full force and effect and such term or provision shall be deemed to be deleted.
h) Governing Law, Jurisdiction and Venue. This Agreement shall be deemed to have been made in, and shall be construed pursuant to the laws of, the State of Illinois. The parties agree that any action or proceeding arising out of or related to this Agreement shall be brought only in the Circuit Court of Cook County, Illinois or the United States District Court, Northern District of Illinois, Eastern Division, and the parties hereby consent to such venue and to the jurisdiction of such courts over such proceeding and themselves. Briefing.com makes no representation that the Services are appropriate or available for use in locations outside the United States, and access to the Site from locations where the provision of such information or services may be illegal is prohibited. Readers who determine to access the Services from such locations do so on their own initiative and are responsible for compliance with all applicable local laws.