READ THIS AGREEMENT BEFORE USING ANY OF THE ON-LINE SERVICES,
WHICH INCLUDE INFORMATION ACCESS (hereafter referred to
collectively as the "Service"). YOUR USE OF THE SERVICE, OR
SIGNED ACKNOWLEDGEMENT, WILL INDICATE YOUR ACCEPTANCE OF ALL OF
THE FOLLOWING TERMS:
If this Agreement is unacceptable to you, do not use the Service.
1. Information provided through the Service via SmartBroker
software (the "Information") is independently obtained by Dow
Jones & Co., Inc., various securities markets, such as stock
exchanges, and their affiliates, and others (collectively,
"Information Providers") through sources believed to be reliable.
But the accuracy completeness, timeliness or correct sequencing
of the Information is not guaranteed by "Developer" the
Information Providers or any parties transmitting the Information
("Information Transmitters"). There may be delays, omissions or
inaccuracies in the Information. You agree that neither
"Developer", the Information Providers nor the Information
Transmitters shall have any liability, contingent or otherwise,
for the accuracy, completeness, timeliness or correct sequencing
of the Information, or for any decision made or action taken by
you in reliance upon the Information or the Service. THERE IS NO
WARRANTY OR MERCHANTABILITY, NO WARRANTY OF FITNESS FOR A
PARTICULAR USE, AND NO OTHER WARRANTY OF ANY KIND, EXPRESS OR
IMPLIED, REGARDING THE INFORMATION OR ANY ASPECT OF THE SERVICE
(INCLUDING BUT NOT LIMITED TO INFORMATION ACCESS).
2. IN NO EVENT WILL "Developer", THE INFORMATION PROVIDERS OR THE
INFORMATION TRANSMITTERS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY
CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT DAMAGES (INCLUDING
BUT NOT LIMITED TO LOST PROFITS, TRADING LOSSES, AND DAMAGES THAT
RESULT FROM LOSS OF THE USE OF THE SERVICE, INCONVENIENCE OR
DELAY), EVEN IF "Developer", THE INFORMATION PROVIDERS OR THE
INFORMATION TRANSMITTERS HAVE BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES OR LOSSES. YOU AGREE THAT THE LIABILITY OF
"Developer", THE INFORMATION PROVIDERS AND THE INFORMATION
TRANSMITTERS, ARISING OUT OF ANY KIND OF LEGAL CLAIM (WHETHER IN
CONTRACT, TORT OR OTHERWISE) IN ANY WAY CONNECTED WITH THE
SERVICE OR THE INFORMATION, WILL NOT EXCEED THE AMOUNT YOU
ORIGINALLY PAID FOR THE SmartBroker SOFTWARE. Neither
"Developer", the Information Providers nor the Information
Transmitters shall be liable for any loss resulting from a cause
over which such entity does not have direct control, including
but not limited to failure of electronic or mechanical equipment
or communication lines, telephone or other interconnect problems,
unauthorized access, theft, operated errors, severe weather,
earthquakes, and strikes or other labor problems.
3. The Information is the property of the Information Providers
or others and is protected by copyright. It is for your personal,
non-commercial use only. You agree not to reproduce, retransmit,
disseminate, sell, distribute, publish, broadcast, circulate or
commercially exploit the Information in any manner without the
express written consent of "Developer" and the relevant
Information Provider(s); nor to use the Information for any
unlawful purpose. You agree to comply with reasonable written
requests by "Developer" to protect the Information Providers' and
"Developer"'s respective contractual, statutory and common law
rights in the Information and the Service.
4. You acknowledge that neither the Service nor any of the
Information is intended to supply investment, tax, or legal
advice. You acknowledge that if you need such advice you should
consult with professional advisors, and that you will not use or
rely on the Service or Information to supply or substitute for
any advice. You acknowledge that all orders are at your sole
risk, and that securities quotations provided through the Service
may be subject to time delay.
5. You agree immediately to notify "Developer" if you become
aware of any of the following:
A. Any loss or theft of your access number(s), and/or
password(s), or
B. Any unauthorized use of any of your access number(s),
password(s), or of the Service of any Information; or
C. Any failure by you to receive a message that an order
initiated by you through the Service has been received and/or
executed through the Service.
6. You will be responsible for the confidentiality and use of
your access number(s), password(s).
7. You agree to pay all costs (including attorneys' fees), if
any, incurred by "Developer" in collecting overdue fees from you. You also agree to pay all federal, state and local taxes
applicable to your use or receipt of the Service.
8. "Developer" will not be responsible for any delay or failure
to provide the Service.
9. You agree to indemnity and hold "Developer" harmless from and
against any and all claims, losses, liability, costs and expenses (including but not limited to attorneys' fees) arising form you
violation of this Agreement or any third party's rights,
including but not limited to copyright,proprietary and privacy
rights. This indemnification and hold harmless obligation will
survive the termination of this Agreement.
10. You acknowledge that, in providing you with the Service,
"Developer" has relied upon your agreement to be bound by the
terms of this Agreement and the User License Agreement
accompanying the SmartBroker software binder. You acknowledge
that you have read, understood and agreed to be bound by the
terms of the User License Agreement, and hereby reaffirm your
acceptance of those terms. You further acknowledge that this
Agreement and the User License Agreement and all other present or future written agreements between you and "Developer" constitute the complete statement of the agreement between you and "Developer" and that the agreement does not include any other prior or contemporaneous promises, representations or
descriptions regarding service, the Information, or the
SmartBroker software, even if they are contained in materials
provided by "Developer". This Agreement may be modified only in
writing; if "Developer" sends you written notice of a
modification, your use of the Service after receiving such notice will indicate your acceptance of the modification If any
provision of this Agreement is invalid or unenforceable under
applicable law, it is, to that extent, deemed omitted and the
remaining provisions will continue in full force and effect. This Agreement and performance hereunder will be governed by and construed in accordance with the laws of the State of Michigan, as applied to agreements entered into and completely performed in Michigan.
This Agreement and performance hereunder will be governed
by and construed in accordance with the laws of the
State of Michigan, as applied to agreements entered into and
