MergerMetrics User Agreement
This Agreement (the "Agreement") is between you ("Subscriber") and FactSet TrueCourse, Inc. ("FactSet TrueCourse"). By accessing or using the Site, you agree to be bound by this Agreement. FactSet TrueCourse provides the data and services on this Site to you, the user, conditioned on your acceptance without modification of the terms, conditions, and notices contained herein. Your continued use of this Site constitutes your agreement to all such terms, conditions, and notices.
1. NO ADVICE OR SOLICITATION. The material provided on MergerMetrics is for informational purposes only and does not constitute legal advice or advice to buy or sell securities. You acknowledge that any reliance upon any information displayed or distributed through MergerMetrics is at your sole risk. FactSet TrueCourse reserves the right, in its sole discretion and without notice, to correct any errors or omissions in any portion of the Site.
2. USE OF DATA. The Subscriber agrees the materials, including without limitation text, data, reports, documents, software, and images, collectively ("Content") are owned or controlled by FactSet TrueCourse. FactSet TrueCourse grants you the Subscriber, non-exclusive and non-transferable limited right to access and use for noncommercial use Content provided herein solely for use in your ordinary course of business. The Subscriber will not rent, lease, trade, or sell to others FactSet TrueCourse's Content, or permit access thereto, in any form. The Subscriber may not reproduce, modify or in any way commercially exploit any of the Content. Notwithstanding the aforementioned, the Subscriber may include parts of FactSet TrueCourse's Content in presentations, pitchbooks and reports that are part of the Subscribers normal business services. The Subscriber agrees to keep confidential all Content provided by FactSet TrueCourse.
3. INDEMNIFICATION. The Subscriber hereby agree to indemnify, defend and hold harmless FactSet TrueCourse from and against any and all liability and costs incurred by FactSet TrueCourse in connection with its use of the Site or the Content or in connection with any claim arising out of any breach or alleged breach of any of your obligations set forth herein. The Subscriber shall cooperate as fully as reasonably required in the defense of any claim brought by third parties which may be covered by the preceding sentence.
4. DISCLAIMER OF WARRANTY. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SITE (INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, SUBSCRIPTION, MATERIALS AND INFORMATION MADE AVAILABLE THEREON OR ACCESSED BY MEANS THEREOF) ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, COMPATABILITY, SECURITY, ACCURACY, OR NON-INFRINGEMENT. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, FactSet TrueCourse MAKES NO WARRANTIES AND SHALL NOT BE LIABLE FOR THE USE OF THE SITE UNDER ANY CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE BY FactSet TrueCourse. FactSet TrueCourse DOES NOT WARRANT (I) THAT THE FUNCTIONS CONTAINED IN THE SITE OR YOUR SUBSCRIPTION WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (II) THAT DEFECTS OR ANY ERRORS WILL BE CORRECTED, (III) THAT THE SITE OR YOUR SUBSCRIPTION WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE OR QUALITY, (IV) THAT THE
SITE, INCLUDING THE SERVER(S) ON WHICH THE SITE IS OPERATED, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (V) THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE WILL BE ACCURATE OR RELIABLE OR THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SITE OR YOUR SUBSCRIPTION WILL MEET YOUR EXPECTATIONS. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE OR YOUR SUBSCRIPTION IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM FactSet TrueCourse OR THROUGH OR FROM THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
5. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL FactSet TrueCourse AND ITS STRATEGIC PARTNERS, BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO: (I) THE USE OF, OR THE INABILITY TO USE, THE SITE, EVEN IF FactSet TrueCourse, ITS STRATEGIC PARTNERS OR ITS PROVIDERS OF TELECOMMUNICATIONS OR NETWORK SERVICES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SITE ; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE; OR (V) ANY OTHER MATTER RELATING TO THE SITE . THE TOTAL LIABILITY OF FactSet TrueCourse HEREUNDER IS LIMITED TO THE AMOUNT, IF ANY, ACTUALLY PAID BY YOU FOR ACCESS AND USE OF THE SITE. YOU HEREBY RELEASE FactSet TrueCourse FROM ANY AND ALL OBLIGA
TIONS, LIABILITIES AND CLAIMS IN EXCESS OF THIS LIMITATION. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
6. GOVERNING LAW. This agreement and performance hereunder shall be governed by and construed in accordance with the laws of the State of New Jersey, U.S.A., and any action, suit or proceeding instituted hereunder shall be maintained in the courts of the State of New Jersey, U.S.A., or the federal courts located in the State of New Jersey, U.S.A., which courts shall have exclusive jurisdiction for such purposes.
The Subscriber agree to comply with applicable state, local, federal or foreign laws and regulations, including laws and regulations regarding customer solicitation, telemarketing, and privacy regarding the products and the collection, processing or transfer of information or software.
Tracking Usage. In certain circumstances, your usage of this FactSet TrueCourse service and the information that you have retrieved may be reported to your employer or the Subscriber who pays for you to access the service. You were notified of this at registration and/or before your first use of the service. In such cases, this personal usage data will only be transferred to the subscribing party that pays for your access to this service. This is done to provide the Subscriber with information as to how the service is being used within its organization and for its internal billing and costing purposes.
Web Site Usage Information. FactSet TrueCourse collects IP Addresses and usage information when you visit MergerMetrics. This information is used on an aggregate basis to evaluate the frequency and length of visits.
8. CHANGES AND MODIFICATIONS. These Terms and Conditions may be amended from time to time. Any amendment is effective upon posting on the web Site. Your contined use of the product following any posted amendment to this agreement shall be conclusively deemed an acceptance of such amendment.