|SECnet User Agreement|
This SECnet Customer License Agreement is an agreement between the Customer and CCH INCORPORATED ("CCH").
Section 1. Grant of License. CCH grants to Customer the nonexclusive right to use the information ("Content") accessed via the Internet and available through SECnet in accordance with this Agreement and any user documentation provided online. Content may only be accessed by an individual with an assigned individual USER ID and has selected a password. In no event may Customer offer SECnet as a part of a service bureau, time-sharing, or other similar arrangement.
Content is provided to the Customer for the personal use of the Customer and not for re-sale. Content may be used only for the purpose of Customer's internal affairs, the conduct of its business, or providing professional services to Customer's clients.
Section 2. USER ID and Password Protection. Customer shall maintain as personal and confidential the CCH-assigned unique USER ID and Customer's selected password. Customer is prohibited from transferring or sharing the CCH-assigned unique USER ID and from revealing the activating password to any other person. Any violation of the foregoing shall result in an immediate termination of Customer's access rights to SECnet as well as liability to CCH for all damages resulting from such breach.
It is Customer's sole responsibility to protect the activating password from unauthorized use. Customer will be responsible for any charges to Customer's USER ID.
Section 3. CCH Reservation of Rights. CCH reserves all rights not expressly granted to the Customer, including, but not limited to the right to alter, modify, update, enhance or improve the Content.
Section 4. Taxes and Invoices. In addition to any subscription or use fees, Customer shall be solely liable for any state or local sales, use, or other taxes of a similar nature that may be due on account of Customer's use. All SECnet invoices shall be payable upon receipt. Unpaid balances are subject to a 1.5% late payment charge one month after due date.
Section 5. Term and Termination. This Agreement is effective until terminated upon either party's giving of 30 days' prior written notice to the other. In addition, this Agreement will terminate automatically without any notice from CCH if Customer fails to comply with any provision of this Agreement. Upon termination, Customer shall no longer be permitted access to SECnet and each Customer USER ID shall be deactivated. Termination for any reason shall not affect CCH's entitlement to any sums due hereunder. Under no circumstances shall Customer be entitled to any refund of any portion of the fees paid in connection with its use of SECnet prior to termination.
Section 6. Indemnification. Customer shall defend, indemnify, and hold harmless CCH from and against any and all claims, actions, causes of action, liabilities, damages, costs and expenses, including reasonable attorneys' fees arising out of or related to claims or actions brought or made by third parties against CCH as a direct or indirect result of Customer's use of the Content.
Section 7. Copyright. Customer acknowledges that SECnet and the Content constitutes valuable, confidential, copyrighted trade secret and/or proprietary property of CCH or of third parties that have contributed to SECnet or the Content. All right, title, and interest in SECnet and the Content (in both print and machine-readable forms), including without limitation, all ancillary and interface software, all current and future enhancements, modifications, revisions, new releases and updates thereof and any derivative works based thereon and all documentation thereto, and all copyrights and other intellectual property rights therein, belong to CCH as the provider of SECnet or CCH and its third party suppliers of Content. Customer acquires no proprietary interest in SECnet or Content or copies thereof. Except as specifically provided herein, Customer may not use SECnet or the Content in any fashion that infringes the copyrights or proprietary interests therein. If Customer wishes to use the Content in any manner not expressly permitted by this Agreement, Customer may request permission from CCH by giving to CCH a written description of the intended use and such other information as CCH may request. Only an authorized representative of CCH may grant such permission. The granting of such permission may entail an additional fee payable by Customer.
Customer may make printouts of Content retrieved from SECnet to the extent permitted under the "fair use" provisions of the Copyright Act of 1976 (17 U.S.C. Sec. 107), or may download and store insubstantial portions of Content (in machine-readable form), so long as such downloading is consistent with the purposes authorized by this Agreement. Customer shall comply with all applicable conventions regarding copyright and source of material attribution.
SECTION 8. CUSTOMER RESPONSIBILITY. THE CONTENT SELECTED BY CUSTOMER IS PROVIDED IN RESPONSE TO A SEARCH REQUEST CHOSEN SOLELY BY CUSTOMER. THE CUSTOMER ASSUMES ALL RESPONSIBILITIES THEREFOR. CCH AND ALL OTHER PROVIDERS OF CONTENT MAKE NO WARRANTIES OR REPRESENTATIONS CONCERNING THE COMPLETENESS, ACCURACY, ADEQUACY OR RELEVANCE OF THE CONTENT RETRIEVED AS A RESULT OF THEIR SEARCH. THE CUSTOMER ALSO ASSUMES ALL RESPONSIBILITIES AND OBLIGATIONS WITH RESPECT TO ANY DECISIONS OR ADVICE MADE OR GIVEN AS A RESULT OF THE USE OF SECnet OR ANY CONTENT RETRIEVED THROUGH SECnet, INCLUDING THOSE TO ANY THIRD PARTY.
CCH IS NOT ENGAGED IN RENDERING LEGAL OR OTHER PROFESSIONAL SERVICES. IF LEGAL OR OTHER EXPERT ASSISTANCE IS REQUIRED, THE SERVICES OF A COMPETENT PROFESSIONAL PERSON SHOULD BE SOUGHT.
SECTION 9. DISCLAIMER OF WARRANTY. CCH DOES NOT AND CANNOT WARRANT CUSTOMER'S RESULTS OR THAT SECnet WILL BE DELIVERED UNINTERRUPTED OR ERROR FREE. SECnet AND THE CONTENT ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS AND CCH AND ALL OTHER PROVIDERS OF CONTENT DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTIBILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN THE EVENT OF ANY FAILURE TO DELIVER MATERIALS OR ANY OTHER CLAIM RELATED TO OR ARISING FROM THE CONTENT, CUSTOMER'S SOLE AND EXCLUSIVE REMEDY SHALL BE A REFUND OF THE FEE PAID BY CUSTOMER FOR USE OF THE SERVICE IN CONNECTION WITH SUCH ATTEMPTED RETRIEVAL OF THE SPECIFIC CONTENT.
SECTION 10. LIMITATION OF LIABILITY. IN NO EVENT WILL CCH, ITS AFFILIATES, OR ANY OTHER DIRECTOR, EMPLOYEE, SUBCONTRACTOR OR AGENT, NOR ITS THIRD PARTY CONTENT PROVIDERS, THEIR AFFILIATES OR ANY OFFICER, DIRECTOR, EMPLOYEE, SUBCONTRACTOR OR AGENT ("COVERED PARTY") BE RESPONSIBLE OR LIABLE TO CUSTOMER FOR ANY LOSS, INJURY, CLAIM LIABILITY OR DAMAGE OF ANY KIND ARISING OUT OF OR RELATED TO ANY ERRORS OR OMISSIONS IN SECnet OR CONTENT, NOR SHALL THEY BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT OF INDIRECT, SPECIAL OR CONSEQUENTIAL, INCLUDING LOST PROFITS, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE LIABILITY OF A COVERED PARTY PURSUANT TO ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT, STATUTE, STRICT LIABILITY, NEGLIGENCE, OR OTHERWISE, EXCEED THE FEE PAID FOR THE SERVICE OR ACTIVITY SPECIFICALLY RELATED TO SUCH CAUSE OF ACTION ALLEGED TO HAVE ARISEN. CUSTOMER'S RIGHT TO SUCH MONETARY DAMAGES SHALL BE IN LIEU OF ALL OTHER REMEDIES THAT CUSTOMER MAY HAVE AGAINST A COVERED PARTY.
Section 11. Force Majeure. Performance of CCH hereunder is subject to interruption and delay due to causes beyond its reasonable control such as acts of God, acts of any government, war or other hostilities, the elements, fire, explosion, power failure, telecommunications failure, industrial or labor dispute, inability to obtain supplies and the like, or breakdown of equipment or any other causes beyond CCH's control.
Section 12. General. This Agreement will be governed by the laws of the State of Illinois, U.S.A. excluding the application of its conflicts of law rules. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. No action arising under this Agreement may be brought by either party more than one year after the cause of action has accrued. The exclusive jurisdiction for any action arising under this Agreement shall be the Courts of Cook County, State of Illinois.
Any notice required under this agreement shall be effective upon mailing by certified mail, return receipt requested, or via facsimile transmission sent to the address or facsimile telephone number of the respective party as shown on the Order Form.
If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms. This Agreement shall automatically terminate upon failure by you to comply with its terms. This Agreement may only be modified in writing signed by an authorized representative of CCH.