Terms and Conditions of Use for Knowledge Mosaic
Services
Knowledge Mosaic Inc. ("KM Inc.")
publishes the Knowledge
Mosaic and
SRO Sentinel website platforms (collectively the "Websites").
The Websites each have an associated news service through which KM Inc. distributes
email messages and/or alerts on related matters. KM Inc. also distributes
information from the Websites and news services through Internet data feeds and
customized products (including, without limitation, hosted application interfaces
displayed on customer intranets) The Websites, associated news services, data
feeds, and customized products are referred to collectively as "KM Services".
Any data or materials displayed on KM Services are referred to collectively as "Content."
All Content that is uploaded, submitted, posted, or otherwise supplied by users
is referred to collectively as "User-Generated Content".
Your use of KM Services and the
Content, either at no charge or for a fee, is governed by the terms and conditions
below (the “Terms”). You agree to these Terms by your use of KM Services or
the Content. If you do not accept this agreement, or if you do not agree to
any of the specific terms presented here, you should not use KM Services or Content.
KM Inc. may change these Terms at
any time in its sole discretion by publishing the revised Terms on this page, so
you should review this page regularly. The date of the most recent revision
will appear at the bottom of this page. The revisions are not applicable to
disputes arising, or arising out of events occurring, before such publication.
Your continued use of KM Services or the Content is always an acceptance of any
changes in these Terms.
1. Limited License
Subject to these Terms,
KM Inc. grants you a non-exclusive, non-transferable, limited license to access
KM Services and to display, download, and print the Content solely for your own
noncommercial, professional use and not for the business of resale or redistribution.
Any other use of KM Services or the Content, whether in electronic or hard copy
form, without KM Inc.'s express written consent is prohibited.
Access to certain portions of KM Services
and Content (the “Subscriber Materials”) requires user authentication by means of
(i) username/password combinations provided for that purpose by KM Inc. to specific
persons, or (ii) internet protocol (“IP”) addresses approved for that purpose by
KM Inc. for authorized personnel at specific organizations. Such access may
also require payment of a subscription fee, as set forth in Section 2 below.
Only those specific persons for whom such usernames and passwords are provided by
KM Inc. and the authorized personnel at those specific organizations for which such
IP addresses have been approved by KM Inc. may access the Subscriber Materials under
these Terms and only during the time periods during which such usernames and passwords
or IP address approvals are active.
You agree not to use or permit anyone
to use KM Services or the Content for any unlawful or unauthorized purpose.
2. Subscription Fees
You are required to pay KM Inc. nonrefundable
one-year subscription fees (the "Fees") in order to access Subscriber
Materials except when your access to such materials is pursuant to (i) a free trial
authorized by KM Inc. or (ii) express written authorization from KM Inc. permitting
access without a fee or under a different fee arrangement. Separate Fees may
be charged to access Subscriber Materials on each of the following components of
KM Services: (i) the Knowledge Mosaic website; (ii) the SRO Sentinel website; (iii)
an Internet data feed; or (iv) a customized product. You agree to pay the
Fees charged and due as set forth on the Knowledge Mosaic website's Subscribe page
(located here
and incorporated into these Terms by this reference) at the time of your subscription
or in accordance with specific terms provided to you in writing by KM Inc. during
the initial subscription process or during the renewal process. The Fees shall
be invoiced by KM Inc. at the beginning of each one-year subscription term, and
you agree to make full payment within thirty (30) days of invoicing. Failure
to pay the Fees within thirty (30) days of invoicing may result, without limitation
and in KM Inc's sole discretion, in the cancellation of your access to any or all
of the Subscriber Materials subject to such Fees. There is no automatic renewal
of your Subscriber Materials subscription from year to year except by separate written
agreement between you and KM Inc.
All Fees shall be subject to applicable
Washington State sales tax. You are solely responsible for any other tax that
may be due as well as for any fees or charges you incur to access KM Services through
an Internet access provider or other third-party service.
3. Modification of Services; Termination;
Denial of Access
The components, data, and features
of KM Services and the Content may be added to, modified, suspended, or discontinued
by KM Inc. without notice, and you agree that KM Inc. shall not be liable to you
or to any third party for any addition, modification, suspension, or discontinuance
of KM Services, the Content, or any part thereof.
KM Inc. reserves the right to suspend or deny, in KM Inc.'s sole discretion
and without notice, your access to all or any portion of KM Services.
Without limitation
of the foregoing, KM Inc. may terminate or cancel your access rights to KM Services
immediately without notice if you violate these Terms, and KM Inc. may also
block your use of KM Services or direct you to cease using those services.
4. User-Generated Content
Certain features of KM Services permit users to upload,
submit, transmit, or post (collectively "Post") User-Generated Content.
You acknowledge and agree that the User-Generated Content you Post may be displayed
or viewed by KM Inc. and by other users of KM Services; provided, that any User-Generated
Content you Post on the SRO Sentinel website and in the Document Cart on the Knowledge
Mosaic website may be displayed or viewed only by KM Inc. and any others who share your account (which may include
others at your organization if user authentication occurs via that organization's
IP address). You also acknowledge and agree that by accessing or using KM
Services, you may be exposed to User-Generated Content that is Posted by others
and that is offensive or otherwise objectionable. Without limiting the Disclaimers set forth in Section
6 below, KM Inc. does not warrant or guarantee the quality or integrity of User-Generated
Content.
You are solely responsible for all of the User-Generated
Content that you Post via KM Services. You assume all risks associated with use
of the User-Generated Content that you Post, including any reliance on its accuracy,
completeness or usefulness by others, or any disclosure by you of information in
the User-Generated Content you Post that makes you personally identifiable.
You agree to Post User-Generated
Content only where appropriate and in an appropriate manner. Posting in an
appropriate manner means, without limitation, that the User-Generated Content you
Post shall not be indecent, profane, defaming, harassing, unlawful, or otherwise
objectionable, and that it shall not violate the rights of KM Inc. or any third
party (including rights of privacy and publicity). KM Inc. may, but is not
required to, display or use any of the User-Generated Content that you Post.
Knowledge Mosaic does not pre-screen User-Generated Content; however, KM Inc. may
remove any Posted User-Generated Content from KM Services for any reason without
notice in KM Inc.'s sole discretion. By Posting User-Generated Content, you represent
and warrant that you own or otherwise control all of the intellectual property rights
and other rights to that User-Generated Content, including all the rights necessary
for you to Post that User-Generated Content.
For all of the User-Generated Content that you Post to KM Services, you grant users
of KM Services a non-exclusive,
non-transferable, limited license to display, edit, download, and print that User-Generated
Content solely for their own noncommercial, professional use in connection with
their use of KM Services. You also grant KM
Inc. a non-exclusive, non-transferable,
limited license to use, reproduce, publicly display, publicly perform, copy, edit,
modify, translate, reformat, transmit and distribute
the User-Generated Content you Post as Content for KM Services.
You acknowledge and agree that you will receive no compensation for any use by KM
Inc. of the User-Generated Content you Post in KM Services or Content or for any
use by KM Inc. of ideas or suggestions you provide in User-Generated Content regarding
KM Services or Content. You also acknowledge and agree that KM Inc. shall
not be liable for any failure to store or display User-Generated Content on KM Services
at any time.
If you
believe that any User-Generated Content is infringing copyrights or other Intellectual
Property rights held by you or by someone on whose behalf you are authorized to
act, please follow the steps described on KM Inc.'s Infringement
Notification page.
5. Intellectual Property Rights; Copyright and Trademark
Except as otherwise
set forth in this Section 5, all right, title, and interest in KM Services and Content,
including all Intellectual Property rights, belong to KM Inc. or to KM Inc.'s third-party
information providers. You do not, through your use of KM Services or the
Content, acquire any proprietary interest in KM Services, the Content, or any copies
thereof. Notwithstanding the foregoing, you owns all right, title and interest
in your User-Generated Content as well as all Intellectual Property rights therein,
except that KM Inc. owns copyright or other Intellectual Property rights in the
compilation and presentation of User-Generated Content on the Knowledge Mosaic Website.
Knowledge Mosaic,
Securities Mosaic, Energy Mosaic,
Communications Mosaic, and Get Over It are registered trademarks
of KM Inc. SRO Sentinel,
KM Sentinel, KM, SM Blogwatch, The Green Mien, and blogmosaic
are service marks of KM Inc. KM Services are not affiliated with or
approved by any agency or department of the United States government. FINRA is a mark of Financial
Industry Regulatory Authority, Inc. NYSE is a mark of NYSE Euronext.
PLI, PLI Practising Law Institute, and the PLI logo are marks
of Practising Law Institute. All other products and services are
trademarks of their respective holders.
KM Inc.’s copyright on KM Services and the Content includes all screen displays
and components thereof as well as the entire computer program, but is exclusive
of the text of laws, regulations, and documents originally prepared by the U.S.
Government.
If you believe that
any Content is infringing copyrights or other Intellectual Property rights held
by you or by someone on whose behalf you are authorized to act, please follow the
steps described on KM Inc.'s
Infringement Notification page.
For purposes of these Terms, “Intellectual Property” means,
on a worldwide basis, all intellectual property, including (i) rights associated
with works of authorship, including copyrights and moral rights; (ii) trademarks,
service marks, internet domain names and other source indicators and the goodwill
associated therewith; (iii) trade secret rights; (iv) patents, designs, algorithms
and other industrial property rights; (v) other intellectual and industrial property
rights of every kind and nature, however designated, whether arising by operation
of law, contract, license or otherwise; and (vi) applications, registrations, renewals,
extensions, continuations, divisions or reissues thereof now or hereafter in force
(including any rights in any of the foregoing).
6. Disclaimer of Warranty
KM SERVICES AND THE CONTENT are furnished “AS
IS” and “WITH ALL FAULTS.” KM Inc. does not
warrant or guarantee the timeliness, sequence, accuracy, or completeness of the
Content.
THERE ARE NO WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY (INCLUDING, WITHOUT
LIMITATION, TIMELINESS, TRUTHFULNESS, SEQUENCE, COMPLETENESS, ACCURACY, FREEDOM
FROM INTERRUPTION), ANY IMPLIED WARRANTIES ARISING FROM TRADE USAGE, COURSE OF DEALING,
OR COURSE OF PERFORMANCE, OR THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR USE OR PURPOSE.
THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO THE RESULTS TO BE OBTAINED FROM
USE OF THE CONTENT.
TO THE
EXTENT THAT THE LAW DOES NOT PERMIT THE DISCLAIMER OF WARRANTIES, AND EXCEPT AS
OTHERWISE EXPRESSLY PROVIDED HEREIN, ALL CONTENT AND ALL OPERATIONS ON KM SERVICES
ARE WARRANTED ONLY TO THE MINIMUM AMOUNT LEGALLY REQUIRED.
Without
limitation of the foregoing, neither KM Inc. nor KM Inc.'s information providers
shall be liable, regardless of the cause or duration, for any errors, inaccuracies,
omissions, or other defects in, or the timeliness or authenticity of the Content,
or for any delay or interruption in the transmission thereof, or for any claims
or losses arising therefrom or occasioned thereby. Neither KM Inc. nor KM
Inc.'s information providers shall be liable for any third party claims or losses
of any nature, or for any lost profits, punitive, or consequential damages as a
result of such errors, inaccuracies, omissions, or other defects in, or the timeliness
or authenticity of the Content, or for any delay or interruption in the transmission
thereof, or for any claims or losses arising therefrom or occasioned thereby.
KM Inc. shall not be liable for any limitation on the availability of KM Services
or the Content, or for any information that may be lost, due to network outages,
hardware or software failures, or other circumstances beyond KM Inc.'s reasonable
control.
7. Disclaimer of Legal or Investment Advice
Content
contained in or made available through KM Services is not intended to and does not
constitute legal or investment advice and no attorney-client relationship or investment
adviser-client relationship is formed, nor is anything submitted to KM Inc. treated
as attorney-client confidential.
8. Disclaimer Regarding Other Servers and Websites
Other websites listed on
or accessed via KM Services are not under KM Inc.'s control and may require registration
or subscription for full access. Links to these other resources are provided
as a convenience and for informational purposes only. KM Inc. makes no representations
concerning the content of these websites, and providing a link to these other websites
is not and should not be construed as an endorsement or approval by KM Inc. of these
websites or their contents. KM Inc. bears no responsibility for any content
or other links provided at other websites, or for your use of that content or those
links, and the license granted in these Terms does not include any rights with regard
to the content at these other websites.
9. Indemnification
You agree, at your own expense, to defend, indemnify, and
hold KM Inc. and each of
KM Inc.'s officers, directors, employees and agents
(individually or collectively, the "Indemnified Parties") harmless from
and against any and all liabilities, judgments, losses, actual damages, costs, and
expenses (including all reasonable attorneys’ fees) which any or all Indemnified
Parties may hereafter incur themselves or pay out to another by reason of any claim,
suit, or proceeding brought by a third party, at law or in equity, arising out of
or relating to (i) any breach of these Terms by you, or (ii) the negligent or wrongful
acts or omissions of you or any of your officers, employees, or agents relating
to your use of KM Services or the Content.
10. Limitation of Liability
Under no circumstances shall
KM Inc. be liable to you for indirect, incidental,
consequential, special or exemplary damages (even if
KM Inc. had been advised of the possibility of such damages), arising from any
provision of these Terms (including such damages incurred by third parties), such
as, but not limited to, loss of revenue or anticipated profits or lost business.
11. Location of Knowledge Mosaic's Servers;
Governing Law
The host
servers for KM Services are located at Seattle, Washington, United States of America.
These Terms and all related disputes and suits shall be governed, construed, and
interpreted in accordance with the laws of the State of Washington without giving
effect to any choice of law or conflict of laws provision or rule (whether of the
State of Washington or any other jurisdiction) that would cause the application
of the laws of any jurisdiction other than the State of Washington. Any litigation
arising out of or connected in any way with these Terms shall take place in a State
or Federal court of competent jurisdiction in King County, Washington. You
hereby consent to personal jurisdiction and venue in the State and Federal courts
located in the State of Washington, King County, with respect to any actions, claims,
disputes or proceedings arising out of or in connection with these Terms.
12. Specific Terms for Use of Certain
Materials
The following additional limitations on the Limited License apply to any use of
the specific Content materials identified in this section.
A. Xignite, Inc.
The "Xignite, Inc. Data" includes the following company information when
displayed in search results on the SEC Filings page and on the Company Information
page: Earnings per Share, Book Value per Share, CEO, Issue Type, Number of Employees,
Exchange, Five Year Annual Revenue Growth, Float, Float as Percentage of Shares
Outstanding, Fortune 500 Membership, Gross Margin, Industry, Latest Fiscal Date,
Company Description, LTM Date, LTM Income from Total Operations, LTM Profit Margin
from Total Operations, LTM Revenue, Market Capitalization, NAICS Code, Number of
Institutions Holding Shares, PE Ratio, Percent of Shares Outstanding Held by Insiders,
Percent of Shares Outstanding Held by Institutions, Pre-tax Profit Margin, Price
Sales Ratio, Russell 1000 and 2000 Membership, S&P Membership, Shares Outstanding,
Total Debt Equity Ratio, Company Web Site.
You may reproduce, use, distribute, publish, and display the Xignite Data in the
normal course of your business (including, without limitation, on web or intranet
pages, in written materials, and in electronic materials) but not for the business
of reselling or sublicensing the Xignite Data.
B. Securities Mosaic
® Blogwatch
The "Blogwatch
Content" includes the blog posts displayed on or via the Keep Current page
and in the Securities Mosaic®
Blogwatch email message.
Any use
of the Blogwatch Content shall include proper author and source attribution.
Blogwatch Content is subject to copyrights held by the blog authors. The views
expressed in the Blogwatch Content are those of the blog authors alone.
C. Stairway
The "Stairway
Content" includes the works of art displayed on or via the Stairway page on
the Knowledge Mosaic website.
Any use
of the Stairway Content shall include proper artist attribution. Stairway
Content is subject to copyrights held by the contributing artists. The views
expressed in the Stairway Content are those of the artists alone.
13. General Provisions
Severability. If a court of law or other tribunal
of competent jurisdiction finds any provision of these Terms invalid, illegal, or
unenforceable, the remaining portions of these Terms shall remain in full force
and effect and construed so as to best effectuate the original intent and purpose
of these Terms as expressed herein.
Survival of Certain Provisions. The provisions of Sections 9, 10, 11, and
12 shall survive any termination or expiration of these Terms.
Non-Waiver. Failure or delay by KM Inc.
in enforcing any provision of these Terms shall not constitute or be construed as
a waiver of such provision nor of KM Inc.'s right to enforce such provision.
Headings
and Captions. The headings
and captions contained in these Terms are inserted for convenience only and shall
not constitute a part hereof.
Last Revised: October 15, 2010