Section I SERVICES
Vickers Stock Research Corporation hereinafter known as "Vickers" agrees to furnish Subscriber with access to Vickers-Stock.com upon Subscriber's acceptance of the Terms of Agreement detailed below. This data is furnished at Subscriber's request and for Subscriber's exclusive use. The Vickers-Stock.com site is subject to change and will be updated on either a daily, weekly or monthly basis.
Vickers is engaged in the procurement, preparation, storage, processing and retrieval of information in the form of an alphanumeric electronic Data Base known as the Data Base.
No data or information so furnished may be COPIED or otherwise REPRODUCED, REPACKAGED, REDISTRIBUTED FURTHER TRANSMITTED, TRANSFERRED, DISSEMINATED, SOLD, RESOLD, LEASED, RENTED, LICENSED, SUBLICENSED, ALTERED, MODIFIED, OR STORED for subsequent use for any purpose, in whole or in part, in any form or by any means whatsoever, by Subscriber or any other person or entity without the prior written consent of Vickers. In the event that Subscriber offers or otherwise makes available the database to any third parties or to any other user, competitor or website, Vickers may immediately terminate this Agreement.
Section II Fee-Based Service Charges
Certain features of this site are available only through the purchase of a site subscription ("Fee-Based Services").
(a) Subscriber agrees to pay, using a valid
credit card which Vickers accepts, the monthly or annual subscription charges
set forth on the Site, applicable taxes, and other charges incurred on
Subscriber's account in order to access Fee-Based Services. Vickers reserves
the right to increase fees, surcharges, and site subscription fees, or to
institute new fees at any time, upon reasonable notice posted in advance on
this Site that would take effect at the inception of the Subscribers next
renewal period. Vickers will automatically charge Subscriber's account for
renewal of Subscriber's site subscription. The renewal charge will be the
current published rates for the term of Subscriber's subscription. In the event
Vickers cannot charge Subscriber's account, Vickers reserves the right to
terminate Subscriber's access to the Fee-Based Services.
(b) In addition to the charges set forth above, Subscriber is responsible for
all charges associated with connecting to the Site including, without
limitation, all telephone access lines (including long-distance charges, when
applicable), telephone and computer equipment and any service fees necessary to
access the Fee-Based Services.
(c) For purposes of identification and billing, Subscriber agrees to provide
Vickers with accurate, complete, and updated information required by the site
subscription registration to the Fee-Based Services ("Registration
Data"), including Subscriber's name, address, telephone number(s), and
applicable payment data (e.g., credit card number, e-mail address, and
expiration date). Subscriber may check, following subscription help
instructions, to determine whether Subscriber's Registration Data is current
and accurate, and, if not, to correct or update Subscriber's Registration Data.
Failure to comply with this provision (including, without limitation,
falsification of any Registration Data) may, at Vickers’ option, result in
immediate suspension or termination of Subscriber's right to use the Fee-Based
Services.
(d) Subscriber agrees to promptly update Subscriber's Registration Data,
following subscription help instructions, in the event of any known or
suspected unauthorized use of Subscriber's subscription, or any known or
suspected breach of security, including loss, theft, or unauthorized disclosure
of Subscriber's password or credit card information. In the event of a breach
of security, Subscriber will remain liable for any unauthorized use of
Subscriber's subscription until Subscriber updates Subscriber's Registration
Data. If Subscriber's credit card expires, is canceled, is lost or is subject
to use without Subscriber's authorization, or if Subscriber's subscription is
subject to use without Subscriber's authorization, follow subscription help
instructions to update Subscriber's Registration Data.
This Agreement may be terminated without notice by Vickers in the event of any material breach by Subscriber. In the event of such termination, all sums due and owing by Subscriber to Vickers shall be paid within ten days of termination. Sections I, II, III, V, VI and VII shall survive termination of this Agreement.
Section III
RETURN OF DATA
Upon termination for whatever reason, the Subscriber shall return any and all software, data and programming provided by Vickers and may not replicate the data in any way on its own system and shall evidence, if requested by Vickers, within fifteen days of such termination that it has deleted any and all Vickers data from its systems.
Section IV
REPRESENTATIONS and LIABILITY
All information furnished pursuant to this Agreement is obtained by Vickers from sources believed to be accurate and reliable. Because of the possibility of human or mechanical error and any other factors, all information is provided "as is" without warranty of any kind. Subscriber agrees that Vickers MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO SUBSCRIBER OR ANY OTHER PERSON OR ENTITY AS TO THE ACCURACY, TIMELINESS, COMPLETENESS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY SUCH INFORMATION. Under no circumstances shall Vickers have any liability to Subscriber or any other person or entity for (a) any loss damage or injury in whole or in part caused by, resulting from, or relating to, any claim that the Data Base is not current, complete or accurate or for any omission or error (negligent or otherwise), or any other circumstance or contingency within or outside the control of Vickers or any of its directors, officers, employees or agents, in connection with the procurement, collection, compilation, analysis, interpretation, communication, publication or delivery of any information, or (b) any direct, indirect, special, consequential, incidental or compensatory damages whatsoever (including, without limitation, lost profits even if Vickers shall have been advised in advance of the possibility of such damages) caused by or relating to, the use of any information.
Neither the Subscriber or Vickers shall be liable in damages for any delay or default caused by force majeure and without such Party's fault or negligence, such as wars, acts of government, strikes, fires, floods, work stoppages, embargoes and/or any inability to obtain materials and in the case of Vickers, any order or opinion of the Securities & Exchange Commission or any state or foreign securities commission that prohibits the dissemination of the data or requires the transmitting party to be registered in a different capacity or for failure to obtain assurances or opinions therefrom that such registration is or is not required.
Notwithstanding anything herein to the contrary, Subscriber agrees to indemnify, hold harmless, reimburse and defend Vickers and its officers, directors, agents and employees from and against any and all claims, losses, damages, liabilities, obligations and expenses (including, without limitation, settlement costs and any legal, accounting and other expenses for the defense of any action or threatened action) reasonably incurred in connection with the following: (a) the breach of any representation or warranty in this Agreement; (b) any claim that any of the data provided in the Data Base is not current, complete or accurate shall be valid only to the extent that such delay, omission or inaccuracy arises solely from Vickers' own gross negligence or willful misconduct; or (c) any actual or alleged infringement of copyrights, patents, service marks or trademarks or the misappropriation of trade secrets, or other proprietary rights, used and displayed in accordance with the provisions of this Agreement.
These terms of indemnity shall survive the termination of this Agreement. Whenever any claim shall arise for indemnification under this Section, the indemnified party shall promptly notify the indemnifying party of the claim and, when known, the facts constituting the basis for such claims and the amount or an estimate of the amount of the liability arising therefrom, and the indemnifying party shall have the right to defend against any such claim. An indemnified party shall not settle or compromise any claim by a third party for which the indemnified party is entitled to indemnification hereunder without the prior written consent of the indemnifying party, unless such suit in respect of such third-party claim has been initiated against the indemnified party and the indemnifying party shall not have undertaken the defense thereof.
Section V
WARRANTIES, PROPRIETARY RIGHTS and SUBSCRIBER USE
Vickers warrants that it is the owner of, or has the right to distribute the Vickers data; that Vickers has used its best efforts to ensure that the information on the Data Base is current, complete and accurate; that the Data Base and the information contained therein does not violate, infringe upon or misappropriate the copyrights, trademarks or any other intellectual property and/or proprietary rights of any third party.
SUBSCRIBER EXPRESSLY WARRANTS AND AGREES that it is an
Institutional User or Lawyer/Legal Profession User, as hereinafter defined, who
intends to use the Vickers data for internal research use only. Subscriber also warrants that it is not an
investment data provider or a competitor of Vickers. Subscriber agrees that it shall not
distribute the data as a stand-alone service, package the data with other
information in any format to any third party, or in any way use the data to
prepare a competitive product. Subscriber agrees that Vickers
retains all proprietary rights and interests in the Vickers data and Subscriber
may not assert any claim of ownership or obtain any proprietary rights to the
data. Subscriber
further agrees not to use or permit anyone to use the data for any illegal
purpose or to use the Data Base in any way not pursuant to the terms of this
Agreement. For purposes of this
Agreement, Institutional User is defined as a Subscriber that is a broker
selling securities to institutions, a corporate entity or department of a
corporate entity which engages in investment research, mergers &
acquisition or investment banking. For purposes of this Agreement, Lawyer/Legal
Professional User is defined as a Subscriber that is A LAWYER OR AN EMPLOYEE OF
A LAW FIRM OR LEGAL INSTITUTION.
Subscriber further warrants that he or she has executed
this Subscription Agreement as an Institutional User or Lawyer/Legal
Professional User and has selected an Institutional User/ Lawyer/Legal
Professional User Subscription level. Subscriber further warrants that there will be
no more than the number of users indicated in the email received from vickers “Appendix A—Subscriber information” accessing
Vickers-stock.com directly or indirectly and that those users are bound by the
terms and conditions of this Agreement. Selecting an unauthorized
subscription level, falsifying the number of users, or falsifying any
information contained in “Appendix A-Subscriber
In the event that any computer software or other machine-readable code is furnished to Subscriber pursuant to this Agreement then, in addition and without prejudice to the provisions herein, Subscriber agrees that no right is granted to decompile, disassemble or otherwise reverse-engineer or attempt to reconstruct or discover any source code or underlying ideas or algorithms of the software. Subscriber expressly agrees to refrain from such activity or to permit or to arrange for any third party to do so.
Neither party shall use any trade name, trademark or service mark of the other or refer to the other party, its products and/or services in any advertisements, promotions, publicity releases or the like without prior written approval of the other party.
The Subscriber agrees that it is their sole responsibility to purchase any equipment, services, software or hardware necessary to receive the data.
Any violation of this Section shall be considered a material breach for which Vickers may immediately terminate this Agreement. In addition to termination, Vickers reserves any rights and remedies that it may have in law or equity.
Section VI
GOVERNING LAW
Vickers warrants that it is a corporation duly organized and
in good standing under the laws of the State of
Section VII
WAIVER
No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any further exercise of any right under this Agreement.
Section VIII
ASSIGNMENT
Subscriber may not assign its rights or obligations hereunder without the express written consent of Vickers.
Section IX
CONFIDENTIALITY
The parties mutually agree to hold in confidence the terms of this Agreement, as well as any proprietary information related to the business and activities of the other, its customers, clients, suppliers and other entities with whom such other party does business, that may be obtained from any source or may be developed as a result of this Agreement. The parties further agree to restrict the disclosure of any confidential information only to the officers, directors, employees and agents who, as a result of their positions require knowledge of such information to perform their obligations.
Any breach of the terms of confidentiality shall be considered a material breach of this Agreement.
Section X DUE
AUTHORIZATION
Subscriber warrants that it is an Institutional User or Lawyer/Legal Professional User and a non-competing corporate entity duly organized under the laws of the state in which it resides as described herein.
Each party warrants and represents that it is authorized to enter into this Agreement and that there are no outstanding commitments, agreements or understandings express or implied, which may or can in any way defeat or modify the rights conveyed or obligations undertaken by it under this Agreement. Any intentional violation of this Section shall be considered a material breach for which Vickers may immediately terminate this Agreement.
Section XI
SEVERABILITY
If any clause in this Agreement is deemed to be void or unenforceable it does not negate any other clause in this Agreement.
IN WITNESS
WHEREOF, the subscriber acknowledges that it is engaged in the business
indicated on the prior page and has provided a current and valid name, email
address, payment method, and number of direct and indirect users and Subscriber
and that all the information contained on “Appendix A—Subscriber