Last Updated November 27, 2020
PLEASE READ ALL OF THE FOLLOWING TERMS AND CONDITIONS OF USE FOR THIS WEB SITE (“TCS”) BEFORE USING THIS SITE. By continuing to access, link to, or use this site, or any service on this site, you signify YOUR ACCEPTANCE OF THE TCS, INCLUDING WITHOUT LIMITATION, THE ARBITRATION AGREEMENT AND CLASS ACTION WAIVER DESCRIBED IN PARAGRAPH 14 BELOW.
A. General Terms
1. User Consent to the TCS.
You represent that you have read and agree to be bound by the TCS.
2. Intellectual Property.
This Web site, and all of the content it contains, or may in the future contain, including but not limited to text, content, photographs, video, audio and graphics, goods, designs, information, applications, software, music, audio files, articles, directories, guides, photographs as well as the trademarks, service marks, trade names, trade dress, copyrights, logos, domain names, code, patents and/or any other form of intellectual property (collectively, the “Service”) that relates to this site, are owned by or licensed by Marketware International or other third parties and are protected from any unauthorized use, copying and dissemination by copyrights, trademarks, service marks, international treaties, and/or other proprietary rights and laws of the U.S. and other countries. The Service is also protected as a collective work or compilation under U.S. copyright and other laws and treaties. All individual articles, columns and other elements making up the Service are also copyrighted works. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Service. You acknowledge that the Service has been developed, compiled, prepared, revised, selected, and arranged by MARKETWARE INTERNATIONAL, its general and limited partners, and its subsidiaries, and their respective general partners and affiliates (collectively “Marketware International”) and others (including certain other information sources) through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitutes valuable intellectual property of Marketware International and such others. You agree to protect the proprietary rights of Marketware International and all others having rights in the Service during and after the term of this agreement and to comply with all reasonable written requests made by MARKETWARE INTERNATIONAL or its suppliers and licensors of content, equipment, or otherwise (“Suppliers”) to protect their and others’ contractual, statutory, and common law rights in the Service. You agree to notify MARKETWARE INTERNATIONAL in writing promptly upon becoming aware of any unauthorized access or use of the Service by any individual or entity or of any claim that the Service infringes upon any copyright, trademark, or other contractual, statutory, or common law rights. All present and future rights in and to trade secrets, patents, copyrights, trademarks, service marks, know-how, and other proprietary rights of any type under the laws of any governmental authority, domestic or foreign, including rights in and to all applications and registrations relating to the Service (the “Intellectual Property Rights”) shall, as between you and Marketware International, at all times be and remain the sole and exclusive property of Marketware International. All present and future rights in and title to the Service (including the right to exploit the Service and any portions of the Service over any present or future technology) are reserved to Marketware International for its exclusive use. Except as specifically permitted by the TCS, you may not copy or make any use of the Service or any portion thereof. Except as specifically permitted herein, you shall not use the Intellectual Property Rights or the Service, or the names of any individual participant in, or contributor to, the Service, or any variations or derivatives thereof, for any purpose, without MARKETWARE INTERNATIONAL’s prior written approval.
3. Restrictions on Use.
You may not use the Service for any illegal purpose, for the facilitation of the violation of any law or regulation, or in any manner inconsistent with the TCS. You agree to use the Service solely for your own noncommercial use and benefit, and not for resale or other transfer or disposition to, or use by or for the benefit of, any other person or entity. You agree not to use, transfer, distribute, or dispose of any information contained in the Service in any manner that could compete with the business of Marketware International or any of its suppliers.
Except as expressly permitted by Marketware International in writing you may not copy, reproduce, recompile, decompile, disassemble, reverse engineer, distribute, publish, display, perform, modify, upload to, create derivative works from, transmit, transfer, sell, license, upload, edit post, frame, link, or in any way exploit any part of the Service, except that you may download material from the Service and/or make one print copy for your own personal, noncommercial use, provided that you retain all copyright and other proprietary notices. You may not recirculate, redistribute or publish the analysis and presentation included in the Service without MARKETWARE INTERNATIONAL’s prior written consent. Nothing contained in the TCS or on this site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Service in any manner without the prior written consent of Marketware International or such third party that may own the Service or intellectual property displayed on this site. UNAUTHORIZED USE, COPYING, REPRODUCTION, MODIFICATION, PUBLICATION, REPUBLICATION, UPLOADING, FRAMING, DOWNLOADING, POSTING, TRANSMITTING, DISTRIBUTING, DUPLICATING OR ANY OTHER MISUSE OF ANY OF THE SERVICE IS STRICTLY PROHIBITED. Any use of the Service other than as permitted by the TCS will violate the TCS and may infringe upon our rights or the rights of the third party that owns the affected Service. You agree to report any violation of the TCS by others that you become aware of.
You may not offer any part of the Service for sale or distribute it over any other medium including but not limited to over-the-air television or radio broadcast, a computer network or hyperlink framing on the internet without the prior written consent of MARKETWARE INTERNATIONAL. The Service and the information contained therein may not be used to construct a database of any kind. Nor may the Service be stored (in its entirety or in any part) in databases for access by you or any third party or to distribute any database Services containing all or part of the Service. You may not use the Service in any way to improve the quality of any data sold or contributed by you to any third party.
You may not input, distribute, upload, post, email, transmit or otherwise make available any content through the Service that: (i) is promotional in nature, including solicitations for funds or business, without the prior written authorization of MARKETWARE INTERNATIONAL, or constitutes junk mail, spam, chain letters, pyramid schemes or the like; (ii) is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable; (iii) you do not have the right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (iv) infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party; (v) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware, or telecommunications equipment; (vi) is harmful to minors; or (vii) constitutes the personally identifiable information of any other person that such person has not authorized you to disclose.
You may not use any of the trademarks, trade names, service marks, copyrights, or logos of Marketware International in any manner which creates the impression that such items belong to or are associated with you or are used with Marketware International’ consent, and you acknowledge that you have no ownership rights in and to any of such items.
You may neither interfere with nor attempt to interfere with nor otherwise disrupt the proper working of the Service, any activities conducted on or through the Service or any servers or networks connected to the Service. You may neither obtain nor attempt to obtain through any means any materials or information on the Service that have not been intentionally made publicly available either by public display on the Service or through accessibility by a visible link on the Service. You shall not violate the security of the Service or attempt to gain unauthorized access to the Service, data, materials, information, computer systems or networks connected to any server associated with the Service, through hacking, password timing or any other means. You may neither take nor attempt any action that, in the sole discretion of MARKETWARE INTERNATIONAL, imposes or may impose an unreasonable or disproportionately large load or burden on the Service or the infrastructure of the Service. You shall not use or attempt to use any “scraper,” “robot,” “bot,” “spider,” “data mining,” “computer code,” or any other automate device, program, tool, algorithm, process or methodology to access, acquire, copy, or monitor any portion of the Service, any data or content found on or accessed through the Service, or any other Service information without the prior express written consent of MARKETWARE INTERNATIONAL. You may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any other content.
(i) You acquire absolutely no rights or licenses in or to the Service and materials contained within the Service other than the limited right to utilize the Service in accordance with the TCS. Should you choose to download content from the Service, you must do so in accordance with the TCS. Such download is licensed to you by Marketware International ONLY for your own personal, noncommercial use in accordance with the TCS and does not transfer any other rights to you.
(ii) Marketware International’ company policy does not allow it to accept or consider creative ideas, suggestions, or materials other than those it has specifically requested (see below). Accordingly, we ask that you do not send us any original creative materials that you expect to be compensated for or that you would like to keep private. If you nevertheless choose to make any such submission, Marketware International may freely use the submission, in whole or in part, for any purpose without any obligation to you.
Without limiting the generality of the foregoing, if you submit material (i.e., user-generated content, including, but not limited to: comments, text, video, audio, and photographs) to this site, any other site owned by MARKETWARE INTERNATIONAL and its affiliates or to MARKETWARE INTERNATIONAL or its representative, or if you send us creative suggestions, ideas, notes, concepts, or any other information (each, a “Submission” and collectively, the “Submissions”), despite our request that you not send us any unsolicited Submissions or other creative materials, the Submission will be treated as non-confidential and non-proprietary in each instance. None of the Submissions shall be subject to any obligation of confidence on the part of Marketware International and Marketware International shall not be liable for any use or disclosure of any Submissions. Unless MARKETWARE INTERNATIONAL indicates otherwise, you grant to Marketware International a perpetual, nonexclusive, irrevocable, fully paid, royalty-free, sublicensable and transferable (in whole or in part) worldwide right and license in any and all media, now known or later developed, to use, publish, reproduce, display, modify, transmit digitally, create derivative works based upon, distribute, copy, and otherwise exploit Submissions for any purpose whatsoever (including, without limitation, advertising, commercial, promotional and publicity purposes) in Marketware International’ discretion without additional notice, attribution or consideration to you or to any other person or entity.
5. Fees and Payments.
MARKETWARE INTERNATIONAL reserves the right at any time to charge fees for access to portions of the “Liaise MarketPulse” Service or the Service as a whole.
6. Registration and Account Creation.
As part of the registration and account creation process necessary to obtain access to certain portions of the Service, including those portions that require a fee or payment for access, you will select a username and a password. You will provide MARKETWARE INTERNATIONAL with certain registration information, all of which must be accurate, truthful, and updated. You shall not: (i) select a username already used by another person; (ii) create an account for anyone other than yourself without permission; (iii) use a username in which another person has rights without such person’s authorization; or (iv) use a username or password that MARKETWARE INTERNATIONAL, in its sole discretion, deems offensive or inappropriate. MARKETWARE INTERNATIONAL reserves the right to deny creation of your account based on MARKETWARE INTERNATIONAL’s inability to verify the authenticity of your registration information. You shall be solely responsible for maintaining the confidentiality of your password. You shall immediately notify MARKETWARE INTERNATIONAL by submitting FEEDBACK of any known or suspected unauthorized use(s) of your account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password or credit card information. You are fully responsible for all usage and activity on your account, including, but not limited to, use of the account by any third party authorized by you to use your username and password. You agree you will not sell, transfer or assign your membership or any membership rights. The use of your account by any individual under age eighteen (18) is strictly prohibited. If the computer system on which you accessed the Service is sold or transferred to another party, you warrant and represent that you will delete all cookies and software files obtained by or through use of the Service. MARKETWARE INTERNATIONAL reserves the right to terminate your account, in its sole discretion, at any time without notice. If we disable your account, you agree that you will not create another one without our permission. You may terminate your account at any time by submitting feedback. Upon termination, you will receive an automated confirmation via e-mail that the request was received, and your account will be terminated within five (5) business days. You are responsible for all charges incurred up to the time the account is terminated. Notwithstanding anything else herein, MARKETWARE INTERNATIONAL reserves the right to pursue any and all claims against any user of your account. You agree to maintain only one account with the Service at any time and certify that you currently have no other account(s) with the Service.
7. Disclaimer and Limitation of Liability.
(i) YOU AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK AND ACKNOWLEDGE THAT THE SERVICE AND ANYTHING CONTAINED WITHIN THE SERVICE, INCLUDING, BUT NOT LIMITED TO, CONTENT, SERVICES, GOODS, OR ADVERTISEMENTS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND THAT MARKETWARE INTERNATIONAL MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE SERVICE, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, NON-INFRINGEMENT, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR THOSE ARISING BY STATUTE OR OTHERWISE IN LAW FROM A COURSE OF DEALING OR USAGE OF TRADE. MARKETWARE INTERNATIONAL DOES NOT WARRANT THAT THE AVAILABILITY OF OR THE FUNCTIONS CONTAINED IN THIS SITE OR THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THIS SITE, THE SERVICE OR SERVER DO NOT VIOLATE ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY PERSON OR ENTITY. MARKETWARE INTERNATIONAL DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THIS SITE OR THE SERVICE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU (AND NOT MARKETWARE INTERNATIONAL) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT FULLY APPLY TO YOU.
(ii) Marketware International does not warrant that the Service is compatible with your equipment or that the Service, or e-mail sent by Marketware International or its representative, is free of errors or viruses, worms or “Trojan horses,” or any other harmful, invasive, or corrupted files, and is not liable for any damage you may suffer as a result of such destructive features. You agree that Marketware International and its Suppliers, agents, directors, officers, employees, representatives, successors, and assigns shall have no responsibility or liability for: (i) any injury or damages, whether caused by the negligence of Marketware International, its parent, or their respective affiliates, Suppliers, agents, directors, officers, employees, representatives, general partner, subsidiaries, successors, and assigns, or otherwise arising in connection with the Service and shall not be liable for any lost profits, losses, punitive, incidental or consequential damages, or any claim against Marketware International by any other party; or (ii) any fault, inaccuracy, omission, delay, or any other failure in the Service caused by your computer equipment or arising from your use of the Service on such equipment. The content of other Web sites, services, goods, or advertisements (“Third Party Sites”) that may be linked to the Service is not maintained or controlled by Marketware International. Our provision of links to Third Party Sites is not an endorsement of any information, product or service that is offered on or reached through such Third-Party Site Marketware International is not responsible for the availability, content, or accuracy of other Web sites, services, or goods that may be linked to, or advertised on, the Service. Marketware International does not: (a) make any warranty, express or implied, with respect to the use of the links provided on, or to, the Service; (b) guarantee the accuracy, completeness, usefulness or adequacy of any other Web sites, services, goods, or advertisements that may be linked to the Service; or (c) make any endorsement, express or implied, of any other Web sites, services, goods, or advertisements that may be linked to the Service. If you decide to leave this site and access the Third-Party Sites, you do so at your own risk and you should be aware that our terms and policies no longer govern. Marketware International is also not responsible for the reliability or continued availability of the telephone lines, wireless services, communications media, and equipment you use to access the Service. You understand that Marketware International and/or third-party contributors to the Service may choose at any time to inhibit or prohibit their content from being accessed under the TCS.
(iii) You acknowledge that: (i) the Service is provided for information purposes only and is not intended for trading purposes; (ii) the Service may include certain information taken from stock exchanges and other sources from around the world; (iii) Marketware International does not guarantee the sequence, accuracy, completeness, or timeliness of the Service or any information, facts, views, opinions, statements or recommendations contained on this site and/or the Service; (iv) the provision of certain parts of the Service is subject to the terms and conditions of other agreements to which Marketware International is a party; (v) none of the information contained on this site constitutes a solicitation, offer, opinion, endorsement or recommendation by Marketware International to buy or sell any security, or to provide legal, tax, accounting, or investment advice or services regarding the profitability or suitability of any security or investment; and (vi) the information provided on this site is not intended for use by, or distribution to, any person or entity in any jurisdiction or country where such use or distribution would be contrary to law or regulation. Accordingly, anything to the contrary herein set forth notwithstanding, Marketware International, its Suppliers, agents, directors, officers, employees, representatives, successors, and assigns shall not, directly or indirectly, be liable, in any way, to you or any other person for any: (a) inaccuracies or errors in or omissions from the Service including, but not limited to, quotes and financial data; (b) delays, errors, or interruptions in the transmission or delivery of the Service; or (c) loss or damage arising therefrom or occasioned thereby, or by any reason of nonperformance.
(iv) UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL MARKETWARE INTERNATIONAL, ITS PARENTS, AFFILIATES, SUBSIDIARIES, SUPPLIERS, AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, SUCCESSORS, LICENSORS OR ASSIGNS BE LIABLE TO YOU OR ANY THIRD PERSON FOR DAMAGES OF ANY KIND, WHETHER BASED IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES EVEN IF MARKETWARE INTERNATIONAL HAS BEEN ADVISED SPECIFICALLY OF THE POSSIBILITY OF SUCH DAMAGES, ARISING IN ANY WAY FROM OR IN CONNECTION WITH THIS SITE, THE SERVICE, USE OF OR INABILITY TO USE THE SERVICE OR ANY LINKS OR ITEMS ON THE SERVICE OR ANY PROVISION OF THE TCS, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL MARKETWARE INTERNATIONAL’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING BUT NOT LIMITED TO, NEGLIGENCE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THIS SITE.
BY ACCESSING THIS SITE, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
You hereby waive any and all rights you have or may have under California Civil Code Section 1542, and/or any similar provision of law or successor statute to it, with respect to any claims you may have in connection with this site or these TCS. In connection with this waiver and release, you acknowledge that you are aware that you may hereafter discover claims presently unknown or unsuspected, or facts in addition to or different from those which you now know or believe to be true. Nevertheless, you intend by these TCS to release fully, finally and forever all such matters under these TCS In furtherance of such intention, the releases set forth in these TCS shall be and shall remain in effect as full and complete releases notwithstanding the discovery or existence of any such additional or different claims or facts relevant hereto.
8. Your Authority to Agree to this TCS.
You represent, warrant and covenant that: (i) you have the power and authority to enter into this agreement; and (ii) you are at least eighteen (18) years old.
You agree, at your own expense, to indemnify, defend and hold harmless Marketware International, its Suppliers, agents, directors, officers, employees, representatives, successors, and assigns from and against any and all claims, damages, liabilities, costs, and expenses, including reasonable attorneys’ and experts’ fees, arising out of or in connection with the Service, or any links on the Service, including, but not limited to: (i) your use or someone using your computer’s use of the Service; (ii) use by someone using your account; (iii) a violation of the TCS by you or anyone using your computer (or account, where applicable); (iv) a claim that any use of the Service by you or someone using your computer (or account, where applicable) infringes any intellectual property right of any third party, or any right of privacy or publicity, is libelous or defamatory, or otherwise results in injury or damage to any third party; (v) any deletions, additions, insertions or alterations to, or any unauthorized use of, the Service by you or someone using your computer (or account, where applicable); (vi) any misrepresentation or breach of representation or warranty made by you contained herein; or (vii) any breach of any covenant or agreement to be performed by you hereunder. You agree to pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys’ fees and costs awarded against or otherwise incurred by or in connection with or arising from any such claim, suit, action, or proceeding attributable to any such claim. Marketware International reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Marketware International in asserting any available defense. You acknowledge and agree to pay Marketware International’ reasonable attorneys’ fees incurred in connection with any and all lawsuits brought against you by Marketware International under the TCS and any other terms and conditions of service on this site, including without limitation, lawsuits arising from your failure to indemnify Marketware International pursuant to the TCS.
(a) You may terminate the TCS, with or without cause and at any time, by discontinuing your use of the Service and destroying all materials obtained from the Service. (b) You agree that, without notice, MARKETWARE INTERNATIONAL may terminate the TCS, or suspend your access to the Service, with or without cause at any time and effective immediately. The TCS will terminate immediately without notice from MARKETWARE INTERNATIONAL if you, in MARKETWARE INTERNATIONAL’s sole discretion, fail to comply with any provision of the TCS. (c) Marketware International shall not be liable to you or any third party for the termination or suspension of the Service, or any claims related to the termination or suspension of the Service. Upon termination of the TCS by you or MARKETWARE INTERNATIONAL, you must discontinue your use of the Service and destroy promptly all materials obtained from the Service and any copies thereof. Marketware International will determine your compliance with the TCS in its sole discretion and its decision shall be final and binding and not subject to challenge or appeal. Any violation of the TCS may result in restrictions on your access to all or part of this site and may be referred to law enforcement authorities. No changes to or waiver of any part of the TCS shall be of any force or effect unless formally posted or made in writing and signed by a duly authorized officer of Marketware International. Upon termination of your membership or access to this site, or upon demand by Marketware International, you must destroy all materials obtained from this site and all related documentation and all copies and installations thereof. You are advised that Marketware International will aggressively enforce its rights to the fullest extent of the law.
11. Non-United States Residents & Jurisdictional Issues.
(i) Marketware International operates this site in the United States. Marketware International makes no representation that the Service, including merchandise offered for sale on this site and their copyrights, trademarks, patents, and licensing arrangements, are appropriate or available for use in locations other than the United States. If you access this site from locations outside of the U.S. you do so on your own initiative and at your own risk, and you are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
(ii) This site is controlled and operated by Marketware International from its offices within the State of New Jersey United States. Marketware International makes no representation that materials in this site are appropriate or available for use in other locations.
12. Governing Law.
The TCS shall be governed and construed in accordance with the laws of the United States and the State of New Jersey, without giving effect to conflicts-of-law principles thereof. With respect to any disputes or claims not subject to arbitration, you agree to submit to the personal jurisdiction of the state and federal courts located in New Jersey County in the State of New Jersey with respect to any legal proceedings that may arise in connection with the Service or from a dispute as to the interpretation or breach of the TCS.
By using this site in any way, you unconditionally consent and agree that: (1) any claim, dispute, or controversy (whether in contract, tort, or otherwise) you may have against Marketware International and/or its parent, subsidiaries, affiliates and each of their respective current or former members, officers, directors and employees (all such individuals and entities collectively referred to herein as the “Marketware International Entities”) arising out of, relating to, or connected in any way with the website or the determination of the scope or applicability of this agreement to arbitrate, will be resolved exclusively by final and binding arbitration administered by Marketware International’ arbitrator.
14. Excluded Jurisdictions, Economic Sanctions & Export Controls
Notwithstanding any other provision of these TCS, Marketware International does not represent that the Service or anything created using the Service is appropriate for use in any particular location or for any or all purposes. Those who choose to access the Service do so on their own initiative and are responsible for compliance with all applicable laws.
Jurisdictions Excluded Due to Reputational, Operational and Other Considerations.
You represent, warrant and covenant to Marketware International that none of you or any person who acts on your behalf or at your direction shall use (or enable others to use) the Service, any software included in or downloaded from the Service or anything created using the Service in connection with activity in, or for the benefit of, Crimea, Syria, Cuba, North Korea or Iran (each, an “Excluded Jurisdiction”).
Economic Sanctions and Export Controls. You represent, warrant and covenant to Marketware International that none of you or any person who acts on your behalf or at your direction shall use (or enable others to use) the Service, any software included in or downloaded from the Service or anything created using the Service in connection with activity: (i) in, or for the benefit of, any country or region with respect to which the United Nations, United States, European Union and/or United Kingdom (the “Sanctioning Authorities”) maintains sanctions prohibiting all or substantially all shipment or provision of services, goods, technology or software (a “Sanctioned Jurisdiction”); (ii) to, or for the benefit of, the government of an Excluded Jurisdiction or a Sanctioned Jurisdiction or a person located in or normally resident of an Excluded Jurisdiction or a Sanctioned Jurisdiction; (iii) involving or benefiting a government or person whose assets a Sanctioning Authority has blocked or to which a Sanctioning Authority restricts the shipment or provision of services, goods, technology or software (a “Prohibited Party”); (iv) to the extent applicable, for the purpose of transacting in, providing financing for, or otherwise dealing in prohibited equity or debt of, or extending credit to, persons identified by (or owned or controlled, whether individually or in aggregate, by persons identified by) any Sanctioning Authority as being subject to sanctions prohibiting such activities; or (v) for any purpose that would be prohibited under the economic sanctions of any Sanctioning Authority, including, without limitation, for purposes relating to nuclear, chemical or biological weapons proliferation, terrorism, corruption, money laundering or human rights violations. Each time you receive or use the Service or anything created using the Service, you shall be deemed to represent and warrant to Marketware International and its affiliates that none of you, any person who acts on your behalf or at your direction, or any person on whose behalf you are acting, is: (i) located in or normally a resident of, or the government of, any Excluded Jurisdiction or Sanctioned Jurisdiction; or (ii) a Prohibited Party.
You accept that MARKETWARE INTERNATIONAL has the right to change the content or technical specifications of any aspect of the Service at any time in MARKETWARE INTERNATIONAL’s sole discretion. You further accept that such changes may result in your being unable to access the Service. The failure of Marketware International to exercise or enforce any right or provision of the TCS shall not constitute a waiver of such right or provision. Sections 2 through 10, 11(c), and 12 through 19 shall survive any termination of the TCS.
The section titles in the TCS are used solely for the convenience of you and Marketware International and have no legal or contractual significance.
If any provision of the TCS is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of the TCS will remain in force.
18. Entire Agreement.
The TCS and any other terms and conditions of service on this site, and its successor, constitute the entire agreement between you and MARKETWARE INTERNATIONAL, govern your use of the Service, and supersede all prior or contemporaneous written or oral agreements between the parties with respect to the subject matter hereof. These TCS may not be amended, nor any obligation waived, without Marketware International’ written authorization.