END-USER LICENSE AGREEMENT
IMPORTANT: PLEASE READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY BEFORE CLICKING "I ACCEPT" AND CONTINUING WITH USE OF THE MYRESEARCHER.COM WEBSITE.
This End-User License Agreement ("EULA") is a legal agreement between youand MyResearcher.com LLC ("MyResearcher") for the MyResearcher Data Tracking and Information Reporting Web Application, which may include associated software components, media, printed materials, and online or electronic documentation, and any amendments or updates to any of the foregoing (collectively, the "Software").
The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Software is licensed, not sold.
- GRANT OF LIMITED LICENSE:
- MyResearcher grants you the following limited rights during the term of this EULA, provided that you comply with all terms of this EULA:
- Grant.MyResearcher hereby grants you a non-exclusive, non-transferable, revocable, limited license, to useand display the Software, provided such use is in accordance with the permitted uses of the Software as set forth in this EULA and the purpose for which the Software was designed as set forth in any documentation and instructions provided for the Software. The license provided to you in this EULA does not include the right to make, or have made, derivative works of the Software, the right to sublicense, or any other rights not expressly granted in this EULA.
- Copies.You may print and download materials and information in the Software:
- on an occasional and irregular basis solely for personal and non-commercial use;
- solely to the extent specifically permitted by a separate written agreement between you and MyResearcher ("Other Agreement"); or
- for internal business use where you have purchased the appropriate commercial license from MyResearcher, provided in all such cases that you do not obscure, alter, remove or delete any copyright or other proprietary notices contained in such materials and information.
With the exception of the foregoing and except as otherwise expressly permitted herein, you may not modify, create derivatives of, copy, distribute, broadcast, transmit, reproduce, publish, license, transfer, sell, mirror, frame, 'deep link', 'scrape', data mine, or otherwise use any information or material obtained from or through use of the Software.
If you wish to quote from or make excerpts from any report, research, analysis, periodical and/or other editorial material created and published by, or otherwise made available by, MyResearcher for use by its subscribers and/or clients generally ("Publications") that are furnished to you on or through the Software (if any), or otherwise reuse or republish any portion of any Publication, you shall (a) do so only to the extent that any such action may be taken without violation of the Copyright Act or any other applicable laws (without regard to any permission or authorization granted by MyResearcher), or is expressly authorized in writing by MyResearcher, (b) provide an appropriate citation to the Publication containing the matter quoted, excerpted or reused, and (c) not use any portion of any Publication in connection with a prospectus or other document prepared in connection with the offering of securities.
- Installation and Use. MyResearcher grants you the right to install and use copies of the Software on such computers and devices located on your premises running a validly licensed copy of the operating system for which the Software was designed.
- Restrictions on Use.You may not post any content from this Software to forums, newsgroups, list serves, mailing lists, electronic bulletin boards, or other websites, without the prior written consent of MyResearcher. You warrant to MyResearcher that you will not use this Software for any purpose that is unlawful or prohibited by this EULA, including but not limited to attempting or actually (a) disrupting, impairing or interfering with this Software, (b) collecting any information about other users of this Software, including passwords, accounts or other information, or (c) systematically extracting data contained in this Software to populate databases for internal or external business use. Additionally, you acknowledge and agree that you (and not MyResearcher) are responsible for obtaining and maintaining all telecommunications, broadband, and computer hardware, equipment, and services needed to access and use the Software, and paying all charges related thereto.
- Evaluation.If you have been granted temporary access to the Software in order to evaluate the materials and information available through the Software for possible procurement of a paid license or subscription, you acknowledge and agree that you will use the Software only internally and solely for the purpose of evaluating the Software during the Evaluation Period. The "Evaluation Period" shall commence on the first day you are granted access to the Software for evaluation purposes and continue for 30 days thereafter (or such different period as agreed to by MyResearcher). You agree to discontinue all access and use of the Software at the end of the Evaluation Period, unless you have obtained a paid license or subscription from MyResearcher for the continuing access and use of the Software. In the event you decide not to obtain a license to access and use the Software at the end of the Evaluation Period, you agree that you will promptly purge all materials and information furnished to you through the Software that has been stored in your computer systems, databases, or any data storage facilities owned or under your control, delete any passwords that allowed you to access the Software for evaluation purposes, and cease using all materials and information obtained as part of the evaluation.
- System Changes.By installing this Software, you grant MyResearcher the right to make changes to your computer system. Changes mayinclude, but are not limited to: adding files required for the Softwareâ€™s operation to your machine, modification of configuration files related to the Softwareâ€™s operation, addition of shortcut/link files to certain locations of your system to facilitate starting or launching the Software (typically your "Desktop" and/or "Start Menu"), and other changes that may impact your computer system.
- RESERVATION OF RIGHTS AND OWNERSHIP: The Software is licensed, and not sold, to you for use only under the terms of this EULA. No other licenses or rights are granted by implication, estoppel or otherwise. The Software is protected by copyright and other intellectual property laws and treaties. MyResearcherand/or its licensors own the entire title, copyright, and other intellectual property rights in the Software. Except as expressly licensed to you herein, MyResearcher and its licensors reserve all right, title and interest in the Software and all associated copyrights, trademarks, and other intellectual property and proprietary rights therein. The license rights granted herein are limited to the intellectual property rights of MyResearcher and its licensors in the Software and do not include the intellectual property or proprietary materials of other third parties.
- LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION, AND DISASSEMBLY: You may not reverse engineer, decompile, or disassemble the Software by any means whatsoever, or alter, modify, enhance, or create a derivative work of the Software. You may not remove, alter, or obscure any product identification, copyright, or other intellectual property notices in the Software.
- SUBSCRIPTIONS: If you registered for a subscription, your subscription will continue and will renew automatically unless terminated by us in accordance with this EULA or until you notify us of your decision to terminate your subscription or as otherwise provided in an applicable Other Agreement. The appropriate annual, monthly or similar periodic fee for your subscription will be billed automatically at the beginning of each renewal period, unless you cancel your subscription at least 14 days before the renewal period begins. The renewal policy is not applicable to a non-subscription plan. You agree to pay all fees and charges incurred in connection with your username and password (including any applicable taxes) at the rates in effect when the charges were incurred. You agree to pay all amounts due on demand. In the event we have to collect unpaid amounts you owe us, you will be liable for all attorneys' and collection agency fees. You may cancel all subscriptions, including monthly subscriptions or annual renewals, at any time, but no refund will be made for unused subscription periods unless otherwise provided in an applicable Other Agreement (as defined below).
- PASSWORD POLICY: Your use of the Software may require a password. As part of the registration process, you must select a member name and password and provide MyResearcher with accurate, complete and up-to-date information. Anyone with knowledge of your password can gain access to the restricted portions of the Software and the information available to you. Accordingly, you must keep your password secret. By agreeing to this EULA, you agree to be solely responsible for the confidentiality and use of your respective password, as well as for any communications entered through the Software using your password. You will also immediately notify MyResearcher if you become aware of any loss or theft of your password or any unauthorized use of your password or account, or any breach of security. MyResearcher reserves the right to delete or change a password at any time and for any reason.
- DISTRIBUTION: You may not distribute any copies of the Software to third parties.
- COMPLIANCE WITH APPLICABLE LAWS: You must comply with all laws and regulations applicable toyour use of the Software and to the activities engaged in by you through use of the Software.
- ASSUMPTION OF RISK: You use the Software solely at your own risk and subject to all applicable local, state, national, and international laws and regulations. While MyResearcher has endeavored to create secure and reliable Software, it does not guarantee the confidentiality of any communication or material transmitted to or from MyResearcher through the Software and/or the website through which the Software is accessed (the "Site"). Accordingly, MyResearcher and MyResearcher licensors and suppliers are not responsible for the security of any information transmitted via the Internet, the accuracy of the information contained on the Site and Software, or for the consequences of any reliance on such information. MyResearcher and MyResearcher licensors and suppliers shall have no liability for interruptions or omissions in Internet, network or hosting services. You assume the sole and complete risk of using the Site and Software.
- TERMINATION: Without prejudice to any other rights, this EULA will terminate immediately without notice if you fail to: (i) comply with the terms and conditions of this EULA; (ii) pay any subscription fees to MyResearcher within thirty (30) days of when such fees are due; or (iii) are discontinued as a client of a MyResearcher affiliate company through which you were granted temporary access to the Software with or without a fee. Additionally, either party may terminate this EULA for any reason or no reason upon thirty (30) daysâ€™ prior written notice to the other party. In the event of termination of this EULA, you must immediately destroy all copies of the Software in your possession and, upon MyResearcherâ€™s request, provide written confirmation or evidence of compliance with this Section10. Should you continue to use the Software after termination of this EULA, you will be liable to pay all costs, including reasonable attorneyâ€™s fees, of MyResearcher to enforce this EULA, as well as any damages suffered by MyResearcher. Sections 3,5-10,13-15, and 17-19of this EULA shall survive termination of this EULA.
- ASSIGNMENT: You may not assign your rights and obligations under this EULA without the prior written consent of MyResearcher. Any assignment made in violation of the foregoing prohibition shall be null and void.This EULA shall be binding upon the parties hereto and their respective successors and permitted assigns.
- THIRD-PARTY SERVICES OR PRODUCTS: The Software may contain links to other websites, resources and advertisers. MyResearcher is not responsible for such external sites.Third parties may offer from time to time applications or services to access, "plug-in" to or otherwise interact with the Software. Your use of such third-party applications is at your own risk and subject to the terms and conditions of those third parties.MYRESEARCHER MAKES NO REPRESENTATION OR WARRANTIES REGARDING THIRD-PARTY PRODUCTS EVEN IF DOWNLOADED FROM THE SITE OR BY MEANS OF A LINK ON SUCH SITE.
- DISCLAIMER OF WARRANTIES: YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
- YOUR USE OF THE SOFTWARE IS AT YOUR SOLE RISK. THE SOFTWARE AND INFORMATION AND MATERIAL IN THE SOFTWARE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WITH RESPECT TO THE SOFTWARE AND INFORMATION AND MATERIAL IN THE SOFTWARE, MYRESEARCHER EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR THAT THE SOFTWARE WILL BE WITHOUT ERROR OR INVULNERABLE TO VIRUSES, WORMS, OR OTHER HARMFUL SOFTWARE OR HARDWARE. YOU HEREBY ACKNOWLEDGE THAT THE SOFTWARE MAY NOT BE AVAILABLE DUE TO ANY NUMBER OF FACTORS INCLUDING, WITHOUT LIMITATION, PERIODIC SYSTEM MAINTENANCE, SCHEDULED OR UNSCHEDULED, ACTS OF GOD, UNAUTHORIZED ACCESS, VIRUSES, DENIAL OF SERVICE OR OTHER ATTACKS, TECHNICAL FAILURE OF THE SOFTWARE, TELECOMMUNICATIONS INFRASTRUCTURE, OR DISRUPTION, AND THEREFORE MYRESEARCHER EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY REGARDING SOFTWARE USE AND/OR AVAILABILITY, ACCESSIBILITY, SECURITY OR PERFORMANCE CAUSED BY SUCH FACTORS.
- MYRESEARCHER OBTAINS THE INFORMATION FURNISHED IN THE SOFTWARE FROM SOURCES BELIEVED BY IT TO BE REASONABLY ACCURATE AND RELIABLE. YOU EXPRESSLY AGREE THAT (i) ESTIMATES, FORECASTS, AND OTHER DATA AND INFORMATION PROVIDED VIA THE SITE OR SOFTWARE ARE, AND WILL BE CONSTRUED SOLELY AS, STATEMENTS OF OPINION AND NOT STATEMENTS OF CURRENT OR HISTORICAL FACT, INVESTMENT, FINANCIAL OR BUSINESS ADVICE, RECOMMENDATIONS REGARDING CREDIT DECISIONS OR DECISIONS TO PURCHASE, HOLD OR SELL ANY SECURITIES OR OTHER ASSETS, ENDORSEMENTS OF THE ACCURACY OF ANY OF THE DATA OR CONCLUSIONS, OR ATTEMPTS TO INDEPENDENTLY ASSESS OR VOUCH FOR THE FINANCIAL CONDITION OF ANY COMPANY OR THE ECONOMIC CONDITION OF ANY MARKET, INDUSTRY SEGMENT OR OTHER CATEGORY OR GROUP; (ii) ESTIMATES, FORECASTS, AND OTHER INFORMATION PROVIDED VIA THE SOFTWARE DO NOT ADDRESS ANY RISK OF ENTITIES, CREDIT COMMITMENTS OR DEBT OR DEBT-LIKE SECURITIES, INCLUDING BUT NOT LIMITED TO LIQUIDITY RISK, MARKET VALUE RISK OR PRICE VOLATILITY; (iii) ESTIMATES, FORECASTS, AND INFORMATION PROVIDED VIA THE SOFTWARE DO NOT TAKE INTO ACCOUNT YOUR PERSONAL OBJECTIVES, FINANCIAL SITUATIONS OR NEEDS; (iv) EACH ESTIMATE, FORECAST OR/AND INFORMATION SET WILL BE WEIGHED, IF AT ALL, SOLELY AS ONE FACTOR IN ANY DECISION MADE BY OR ON BEHALF OF YOU; AND (v) YOU WILL ACCORDINGLY MAKE YOUR OWN STUDY AND EVALUATION OF EACH CREDIT, MARKET, INVESTMENT AND/OR OTHER BUSINESS DECISION. FURTHER, YOU EXPRESSLY AGREE THAT ANY TOOLS, FUNCTIONALITY OR INFORMATION MADE AVAILABLE ON THE SOFTWARE ARE NOT A SUBSTITUTE FOR THE EXERCISE OF INDEPENDENT JUDGMENT AND EXPERTISE. YOU SHOULD ALWAYS SEEK THE ASSISTANCE OF A PROFESSIONAL FOR ADVICE ON DUE DILIGENCE OF ANY KIND AND OTHER PROFESSIONAL MATTERS. MYRESEARCHER ADOPTS COMMERCIALLY REASONABLE MEASURES SO THAT THE INFORMATION FURNISHED IN THE SOFTWARE IS FROM SOURCES MYRESEARCHER CONSIDERS TO BE REASONABLY RELIABLE, INCLUDING, WHEN APPROPRIATE, INDEPENDENT THIRD-PARTY SOURCES. HOWEVER, MYRESEARCHER IS NOT AN AUDITOR AND DOES NOT INDEPENDENTLY VERIFY OR VALIDATE INFORMATION AND DATA IT RECEIVES AND/OR PROVIDES THROUGH THE SOFTWARE.
- MYRESEARCHER MAKES NO WARRANTY THAT (i) THE SOFTWARE, OR THE INFORMATION AND MATERIAL THEREIN, WILL MEET YOUR REQUIREMENTS, (ii) THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SOFTWARE, OR THE INFORMATION AND MATERIALS THEREIN, WILL BE ACCURATE, RELIABLE, OR AVAILABLE, (iv) ANY ERRORS IN THE SOFTWARE, OR THE INFORMATION OR MATERIALS THEREIN, WILL BE CORRECTED, AND (v) THE SOFTWARE AND THE CONTENTS AND SERVER THAT MAKES THE SOFTWARE AVAILABLE ARE FREE OF ANY VIRUSES OR OTHER HARMFUL COMPONENTS.
- ANY MATERIAL, INFORMATION, PRODUCTS OR SERVICES DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SOFTWARE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
- NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MYRESEARCHER OR THROUGH OR FROM THE SOFTWARE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS EULA.
- MYRESEARCHER MAKES NO WARRANTY, TAKES NO RESPONSIBILITY FOR, AND EXCLUDES ANY AND ALL FORMS OF LIABILITY WHATSOEVER, FOR YOUR RELIANCE ON THE SOFTWARE OR ITS FUNCTIONALITY.
EXCLUSIONS AND LIMITATIONS: SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
- LIMITS ON LIABILITY: MyResearcher, its affiliates and its and their respective directors, officers, employees, agents, service providers, licensors and other partners will not be liable for:
- any loss, costs, expenses or damages, whether direct, indirect, special, consequential, incidental or otherwise, arising in relation to your use of, or reliance on, the Software, including, without limitation, any damages associated with any failure or malfunction of the Software;
- any loss, costs, expenses or damages, whether direct, indirect, special, consequential, incidental or otherwise, arising out of or relating to your use of or inability to use the Software, even if MyResearcher has been advised of the possibility of such damages, including but not limited to, loss of profits, loss of data or loss of use damages;
- the content of any website not controlled, owned, or operated by MyResearcher that is accessed from or linked to the Software;
- the content, services or information provided by any service provider or website purporting to be operated by MyResearcher or its affiliates, but not actually affiliated with, controlled, owned, or operated by MyResearcher; and
- any damages or injury caused by, including but not limited to, any failure of performance, error, omission, interruption, defect, delay in operation of transmission, computer virus, or line failure.
Because some states do not allow the exclusion or limitations of liability for consequential or incidental damages, the above limitations may not apply to you. If you are dissatisfied with any portion of the Software, or with any of the terms of this EULA, your only remedy is to discontinue using the Software.
- SUPPORT SERVICES: MyResearchermay provide the following support services: (a) configuration assistance; (b) fine tuning of monitoring; (c) onboarding assistance; and (d) maintenance of the Software.Notwithstanding the foregoing, MyResearchershall not be obligated to provide any direct support to any of your end users of the Software, but may upon your request and in MyResearcherâ€™s sole discretion, contact such end users with your consent. Any updates, upgrades, supplemental software code or related materials that MyResearcher provides to you as part of any support services are to be considered part of the Software and are subject to the terms and conditions of this EULA. Some Software versions may not be compatible with various computer operating systems, and MyResearcherhas no obligation to release updates or upgrades to the Software.
- EXPORT RESTRICTIONS: You acknowledge that the Software may be subject to U.S. export jurisdiction. You agree to comply with all applicable international and national laws that apply to the Software, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments.
- DISPUTE RESOLUTION: Any dispute, controversy or claim arising out of or relating to this EULA, including any disputes relating to the content of Software, whether sounding in contract, tort, statute or otherwise, shall be finally resolved by arbitration. The arbitration shall be conducted by one arbitrator in English and in accordance with the International Rules of the American Arbitration Association, which shall administer the arbitration and act as appointing authority. The place of the arbitration shall be Las Vegas, Nevada. The decision of the arbitrators shall be binding upon the parties hereto, and the expense of the arbitration (including without limitation the award of attorneys' fees to the prevailing party) shall be paid as the arbitrators determine. The decision of the arbitrator may be entered by any court of competent jurisdiction. You agree to submit to the jurisdiction of the state and federal courts in Nevada for the purposes of any judicial proceedings to obtain interim relief and in aid of the arbitration or judicial proceedings to confirm or enforce the award. Notwithstanding the foregoing, MyResearcher may seek preliminary injunctive relief from a court of law in the event of a breach by you.
- GOVERNING LAW: You agree that this EULA and the relationship between you and MyResearcher shall be governed by and construed in accordance with the laws of the State of Nevada without regard to its conflict of laws analysis.
- CONTACT: If you have any questions or concerns about this EULA or the Software, please contact MyResearcher:
by writing to us at:
6385 S. Rainbow Boulevard, Suite 105
Las Vegas, Nevada 89118