ABRIDGE, LLC Under the terms of this Agreement, ABRIDGE grants a license of access to subscribers to ABRIDGE via the Internet. This Agreement is subject to all of the terms and conditions set forth in the following paragraphs all of which are agreed to between ABRIDGE, LLC and subscribers. ABRIDGE Subscription Agreement PLEASE READ THE FOLLOWING TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY. YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY USING THIS SITE AND SIGNING UP AS A SUBSCRIBER, YOU HAVE ENTERED INTO A LEGALLY BINDING AGREEMENT WITH ABRIDGE FOR THE FULL SUBSCRIPTION TERM. ABRIDGE owns and operates a website located at www.abridgebev.com (the "Site"), pursuant to which it offers subscriptions allowing access to ABRIDGE's members-only online Database. This Agreement provides the terms and conditions of such subscriptions. TERMS AND CONDITIONS 1. Access Authority and Conditions. Subject to compliance with each of the terms of this Agreement, ABRIDGE agrees to permit You to access the ABRIDGE Database via the Site for the purpose of viewing and/or downloading material solely for Your use. Following are certain requirements regarding such access: 1.1 The ABRIDGE Database is to be accessed and used solely by You. Upon Your successful registration for the ABRIDGE Database membership, You will be provided with a password that will permit You to access the Database. You may not provide Your password or otherwise permit access to the Database to any third party. You may download material in accordance with the terms of this Agreement. You may provide or distribute material from the Database consistent with this Agreement. You are responsible for protecting and keeping Your password confidential. 1.2 You acknowledge that You have no claim to ownership by reason of its use of or access to the ABRIDGE database. Downloading of data is permitted solely for Your internal use. Recompiling, publication or republication of the data, or any portion thereof, in any form or medium whatsoever, may be done only with specific written permission from ABRIDGE. Requests should be sent to ABRIDGE at support@abridgebev.com. 1.3 You may not use the Database in any way which, in ABRIDGE's reasonable judgment, adversely affects ABRIDGE's business or business prospects, the performance or function of the Site or the Database or interferes with the ability of other members to use the Site. 1.4 ABRIDGE may terminate, update, alter or supplement all or any part of the Database offering at any time. By permitting access to the Database, ABRIDGE does not convey any interest in or to the Database or any ABRIDGE property or services. All rights, titles and interest in and to the Database is and shall remain in ABRIDGE, LLC. 1.5 You agree that Your access to the Database will be in compliance with any additional usage requirements provided by ABRIDGE from time to time. 2. Subscription Period and Fees. This Agreement shall commence as of the date you enter "yes," agreeing to be bound by the terms of this Agreement (the "Effective Date") and shall continue for the duration of the Subscription Period selected and prepaid in full by You ("Subscription Period"), unless terminated earlier by ABRIDGE as provided herein. Upon payment of the Database Fee and acceptance of this agreement by You, You are entitled to access the Site. This Agreement will last through the end of the calendar year in which the subscription first becomes effective, unless otherwise mutually agreed. This Agreement will remain in effect thereafter for successive calendar years so long as all applicable fees are paid. ABRIDGE may terminate this Agreement, effective on the next renewal date, by at least 30 days written notice to the other party. The annual Subscription fee may be raised by written notice to the Subscriber, given at least three months prior to the next succeeding renewal date. Subscriptions are based on a set schedule. Subscription agreements may not be granted without explicit approval from ABRIDGE. You may withdraw at any time from the ABRIDGE database provided written notice of such withdrawal is given to ABRIDGE. Withdrawal during the subscription year will not entitle You to any fee rebate from ABRIDGE. 3. Support. The database includes online material and documentation. ABRIDGE will provide You with email support service by responding to any query within one business day. The email address for support questions is support@abridgebev.com. 4. Copyright & Trademark. ABRIDGE and its contents are subject to and covered by copyright, trademark, database protection, and other rights under the laws of the United States and any other countries where ABRIDGE is in use. 5. Disclaimer of Warranties. ABRIDGE WARRANTS THAT IT IS ENTITLED TO GRANT THE LICENSES OUTLINED IN THIS AGREEMENT, BUT MAKES NO OTHER WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE DATABASE MEMBERSHIP AND USE OF THE ABRIDGE DATABASE ARE PROVIDED "AS IS". NO WARRANTY IS GIVEN REGARDING THE REPRESENTATION, CONDITION, UNDERTAKING OR TERM, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO THE CONDITION, QUALITY, DURABILITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR USE OF THE DATABASE. ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. ABRIDGE DOES NOT WARRANT THAT YOUR USE OF THE ABRIDGE DATABASE WILL BE UNINTERRUPTED, SECURE, ERROR FREE OR WILL SATISFY THE SUBSCRIBER'S REQUIREMENTS. ABRIDGE WILL NOT BE LIABLE FOR ANY DELAY, DOWN TIME OR OTHER FAILURE OF PERFORMANCE, BUT WILL USE REASONABLE EFFORTS TO CORRECT ANY PERFORMANCE PROBLEM BROUGHT TO ITS ATTENTION. ABRIDGE WILL NOT BE RESPONSIBLE FOR INCIDENTAL, CONSEQUENTIAL, OR ANY OTHER DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICE OR MATERIALS PROVIDED HEREUNDER. 6. Limitation of Liability. IN NO EVENT WILL ABRIDGE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR PENALTIES (INCLUDING, WITHOUT LIMITATION, FOR LOST PROFITS OR INABILITY TO ACCESS THE DATABASE) ARISING HEREUNDER OR IN CONNECTION HEREWITH, EVEN IF ABRIDGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR PENALTIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN NO EVENT SHALL ABRIDGE'S TOTAL AGGREGATE LIABILITY FOR ANY DAMAGES (DIRECT OR OTHERWISE) OR PENALTIES OR LOSS TO YOU OR ANY THIRD PARTY, REGARDLESS OF THE FORM OF ACTION OR CLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE TOTAL SUBSCRIPTION FEES ACTUALLY PAID BY YOU. 7. Indemnification. You will, at Your sole cost and expense, indemnify and hold ABRIDGE, and its affiliates and its assigns and their respective officers, directors, employees, agents, successors and assigns harmless from and against any and all claims, losses, damages, judgments, costs and expenses (including attorneys' fees and expenses) arising out of or related to Your use of the Database or any breach of the terms hereof in any manner. You shall permit ABRIDGE to participate in any such action to the extent that, in ABRIDGE's judgment, ABRIDGE may be prejudiced thereby, and You shall not settle any such action without the prior written consent of ABRIDGE. 8. Amendments. ABRIDGE reserves the right to modify the terms and conditions of this Agreement or provide additional usage requirements in its sole discretion at any time by posting a revised version hereof or by otherwise making such revised terms available for review by You. Any such modifications will supersede all prior versions after the revised version has been posted or otherwise made available as described above. Your continued use of the Database after posting or availability constitutes Your agreement to the revision. 9. Authority. You represent and warrant that the person accepting this Agreement has full right and authority to enter into this Agreement on Your behalf. 10. Controlling Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. The exclusive jurisdiction for any action relating to this Agreement shall be a federal or state court in Wilmington, Delaware, and the parties consent to such jurisdiction. 11. Force Majeure. ABRIDGE shall not be liable or responsible for any delay or failure in performance if such delay or failure is due to causes beyond its control. 12. No Assignment. You may not transfer or assign this Agreement or any of your rights hereunder. Any such attempted assignment shall be null and void. 13. Entire Agreement. This Agreement contains the entire agreement of the parties with respect to the subject matter hereof and supersedes any prior written or oral agreements between them with respect thereto. 12/14/07 |