This Subscription Agreement (the “Agreement”) is a binding legal agreement between you (whether as an individual or an entity) and DataTrek Research, LLC (hereafter the “Licensor” or “DataTrek”) regarding your subscription to the DataTrek Newsletters. This Agreement is incorporated by reference into the Terms of Service, available at http://datatrekresearch.com/terms-of-service-for-datatrek-research-services/ (the “TOS”), and is subject to all terms and conditions thereof. Any software or service provided along with the System that is associated with an end-user license agreement other than this Agreement is licensed to you under the terms and conditions of that separate end-user license agreement.
- Term and Termination.
- Term. This Agreement is effective for an unlimited duration unless and until terminated in accordance with this section.
- Termination. You may terminate this Agreement at any time. Without prejudice to any other rights it may have, the Licensor may terminate this Agreement upon written notice if you do not abide with or breach any of the terms and conditions contained herein. Licensor may also, at any time, terminate Agreement upon written notice to you for any reason or no reason as determined within its sole discretion.
- Generally. You will pay all fees associated with your Subscription on a timely basis. Unless otherwise stated, all fees and charges are due and payable in advance, are non-refundable, and are exclusive of any applicable federal, state, or local taxes. All such fees and charges (including any taxes and late fees, as applicable) will be charged to the payment method you provided through your Account. You will maintain a valid payment method during the term of your use of the System. Fee schedules and rates are listed within the administrative control panel made available through your Account, including at http://datatrekresearch.com/about/ (the “Fee Schedule”), which such fee schedules and rates may be changed, discounted or increased from time to time within the sole discretion of DataTrek, and which fees may be charged on a per-Account basis or as otherwise determined within the sole discretion of DataTrek. Certain fees may be detailed as non-refundable and payable in advance and you hereby acknowledge and consent to such terms.
- Monthly Subscriptions We may offer the Subscription Services or any other of our services on a subscription basis. By signing up for the Subscription Services, you authorize us to charge your credit card or debit card (your “Payment Card”) an initial payment when you sign up and, thereafter, to charge your Payment Card recurring payments, for instance on a monthly basis. RECURRING SUBSCRIPTIONS WILL AUTOMATICALLY RENEW UNTIL CANCELLED. You may cancel at any time by emailing firstname.lastname@example.org. No fees paid will be refundable under any circumstance and you are responsible for any recurring charges which are incurred prior to your cancellation. DataTrek reserves the right to reschedule billing dates at any time without any further authorization from you.
- Restrictions. Except as expressly permitted herein: (i) you may not rent, lease, loan, or grant a security interest in the System or in your Account, or transfer your rights or license to use the System or your Account; (ii) you may not reverse-engineer, decompile or disassemble any part of the System; and (iii) you may not modify, distribute, forward to any other person, copy, adapt, translate, or create derivative works based upon the Newsletters, the Content therein or any accompanying materials. Additionally, all restrictions, terms and conditions of the TOS apply to your use, as well as the use of anyone accessing the System through your Account, of the System and your receipt and use of the Newsletters.
- Ownership and Intellectual Property. The System is owned by DataTrek and its licensors and is protected by the intellectual property laws, among other laws, of the United States. If the System contains any user documentation which is provided only in “on-line” or electronic form, you may print one (1) copy of such documentation for backup or archival purposes. You may not copy the printed materials accompanying the System for purposes other than mentioned herein. Nothing in this Agreement shall be construed as granting to you any title and intellectual property rights in and to the Software or the System, except for the limited license mentioned herein
- DMCA. Your use of the System, your receipt of the Newsletters, your Subscription and your provision of any Content to the DataTrek are subject to the provisions of the Digital Millennium Copyright Act as well as the applicable provisions of the TOS.
- Indemnification. You will indemnify DataTrek and its directors, officers, members, owners, employees, agents, licensors, successors and permitted assigns, and the successors and predecessors to each of the foregoing, as well as other Users, from and against any and all Claims and Proceedings directly or indirectly arising from, connected with or relating to: (a) your use of the System and receipt or use of Newsletters; (b) any breach by you or anyone using your Account of any of the representations, warranties or provisions of this Agreement or the TOS; (c) the actions of any person gaining access to the System through your Account, including any actions which adversely affect the System or any information accessed through the System, including through the Newsletters and including but not limited to any security breaches of the System; (d) your negligence or willful misconduct or the negligence or willful misconduct of anyone gaining access to the System through your Account; and (e) any User-based Content Claim, as defined below. In this Agreement, “Claims” means third party claims, counterclaims, complaints, demands, causes of action, liabilities, obligations, damages, legal fees, costs, expenses, and disbursements, including without limitation reasonable attorneys’ fees and court costs, of any nature or kind, whatsoever and howsoever arising, whether known or unknown, whether in law or in equity or pursuant to contract, tort, extra-contractual theory or statute, and whether in any court of law or equity or before any arbitrator or other body, board or tribunal; and “Proceedings” means third party actions, suits, proceedings, and hearings of any nature and kind in any court of law or equity or before any arbitrator or other body, board or tribunal. A “User-based Content Claim” is any Claim arising from or related to: (i) the infringement, misappropriation or violation of the Intellectual Property rights of any third party based upon Content which has been modified by you, someone acting on your behalf, or someone acting through your Account; and (ii) your use, or the use by anyone acting on your behalf or anyone acting through your Account, of any Content where such use is in violation of the terms and conditions of this Agreement, the TOS, or any applicable law or regulation.
- Third Party Intellectual Property Claims You acknowledge and agree that in the event of any third party claim that the System, any DataTrek Content or your utilization of the System or any DataTrek Content infringes that third party’s intellectual property rights, DataTrek will have the option, but not the obligation, exercisable within its sole discretion, to assume the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
- Governing Law, Arbitration and Waiver of Class Action. By entering into this agreement, you and DataTrek are each waiving the right to trial by jury or to participate in a class action lawsuit. Each party hereby waives trial by jury to the fullest allowable extent of the law for any such claim or dispute arising from or related to this Agreement or the use of the Sites. Any claim or dispute in connection with this Agreement shall be resolved in a cost effective manner through binding non-appearance-based arbitration on an individual basis. The arbitration shall be initiated through an established alternative dispute resolution provider chosen within the sole discretion of DataTrek. The alternative dispute resolution provider and the parties will comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, with the specific manner to be chosen by DataTrek; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered by any tribunal of competent jurisdiction. You hereby affirmatively consent to the dispute resolution and arbitration process described herein and waive all defenses or objections thereto, whether based on personal jurisdiction, forum, venue, service, or otherwise. Any and all personal appearances related to arbitration will take place in New York County, New York State. Notwithstanding the foregoing, we may seek injunctive or other equitable relief to protect our intellectual property rights or in response or anticipation to any of your breaches of this Agreement in any court of competent jurisdiction. DataTrek shall not be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any injunctive or other equitable remedy referred to in this section and you irrevocably waive any right you may have to require the obtaining, furnishing or posting of any such bond or similar instrument. YOU HEREBY KNOWINGLY AGREE THAT ANY PROCEEDING, IN COURT OR BEFORE ANY OTHER COMPETENT TRIBUNAL, INCLUDING AT ARBITRATION IF APPLICABLE, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A MEMBER IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. YOU HEREBY ACKNOWLEDGE THAT BY AGREEING AND ACCEPTING THIS TERM, YOU ARE WAIVING YOUR ABILITY TO JOIN A CLASS ACTION AGAINST DATATREK.
- Additional Disclaimer. DataTrek Research, LLC (“DataTrek”) is making the material, data and information (collectively “DataTrek Information”) contained in its Newsletters available to its subscribers for informational purposes only. The DataTrek Information is not intended to provide tax, legal or investment advice, and does not constitute a suggestion, solicitation or offer to purchase or sell securities. DataTrek believes that the DataTrek Information is reliable, but does not warrant its completeness or accuracy. DataTrek assumes no duty to update such information. DataTrek Information is subject to change at any time. DataTrek is not responsible for third-party information or services, including market data from any securities exchange.
- Miscellaneous. The section titles in this Agreement are for convenience only and have no legal or contractual effect; as used in the Agreement, the word “including” means “including but not limited to”. Whenever the context so requires, each pronoun or verb used herein shall be construed in the singular or the plural sense and each capitalized term defined herein and each pronoun used herein shall be construed in the masculine, feminine or neuter sense. The construction of this Agreement shall not take into consideration the Party who drafted or whose representative drafted any portion of this Agreement, and no canon of construction shall be applied that resolves ambiguities against the drafter of a document. This Agreement may be executed by digital means including by “clickwrap.”
- Contact Information. Should you have any questions, complaints or claims with respect to this Agreement or the Software, or if you desire to contact DataTrek for any reason, please contact:
c/o Barton LLP
420 Lexington Avenue
New York, NY 10170
E-mail address: info@DataTrek.com
- Additional License and Copyright Notices. The System includes licensed components third party software packages, including “open source” packages, the copyright notices for which can be viewed at [www.DataTrek.com/components].
- Assignment. You may not assign this Agreement without the express prior written permission of DataTrek and any attempted or purported assignment without such permission shall be null and void. Notwithstanding the foregoing, this Agreement and the TOS shall be binding upon all the successors and assigns of the parties.
I HAVE READ AND UNDERSTAND THE ABOVE TERMS AND CONDITIONS AND HEREBY AGREE TO BE BOUND BY THEM: