Installation or use of the MarketBrowser software (including but not limited to MarketBrowser, MarketBrowser-Plus, MarketBrowser-Pro, MarketBrowser/FX(TM), MarketBrowser/MetX(TM), MarketBrowser/Econ(TM), MarketBrowser AE(TM), MarketBrowser AM, MarketBrowser/Biz(TM), MarketBrowser EX(TM) and all other editions of MarketBrowser), MarketBrowser Select(TM), MBSelect(TM), MarketClips(TM), MarketSlate(TM), MarketBrowser Resource Center, LMT's Blog Partners program (including all products and services provided or promised by LMT or MarketBrowser or any of LMT's affiliates to Blog Partners under or arising out of the Blog Partners program), web sites, services, data, other information, documentation provided and any form of marketing or advertisting services provided along with or to the users of any edition of MarketBrowser, MarketBrowser Select(TM), MBSelect(TM), MarketClips(TM), MarketSlate(TM) or MarketBrowser Resource Center, or marketing or advertising services of any type provided Leading Market Technologies, Inc. (all of the foregoing herein collectively referred to as "MarketBrowser") or any part thereof, constitutes acceptance of the terms and conditions of this agreement. The terms of this agreement may be updated by us from time to time without notice to you. You may view the most current of these terms at any time at
1. NOTICE. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND LEADING MARKET
TECHNOLOGIES, INC ("LMT"). PLEASE READ THIS AGREEMENT CAREFULLY BEFORE INSTALLING OR USING ANY COMPONENT OR ASPECT OF MarketBrowser. BY OPENING THE SEALED MEDIA PACKAGE, IF ANY, DOWNLOADING,
INSTALLING, COPYING, OR OTHERWISE USING ANY COMPONENT OR ASPECT OF MarketBrowser, YOU ARE AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT INSTALL OR USE ANY COMPONENT OR ASPECT OF MarketBrowser AND PROMPTLY DELETE ALL COPIES OF THE MarketBrowser SOFTWARE IN YOUR POSSESSION OR UNDER YOUR CONTROL. IN THAT CONNECTION, IF YOU HAVE ANY PHYSICAL MANIFESTATIONS OF MarketBrowser, THEN PROMPTLY RETURN THE MEDIA PACKAGE
AND ALL ACCOMPANYING ITEMS (INCLUDING MATERIALS AND PACKAGING), ALONG WITH PROOF OF PAYMENT IF PAYMENT WAS MADE, TO US, AT THE ADDRESS BELOW, OR OUR AUTHORIZED DEALER FOR A FULL REFUND.
2. Permitted Uses. Subject to the terms and conditions of this Agreement, you are granted the following limited nonexclusive rights to use MarketBrowser:
(A) Grant of Single User License. You may use one copy of the MarketBrowser software
installed on a single hard disk drive via a single terminal connected to a single computer CPU. You may not network MarketBrowser or otherwise use it on any other computer CPU or terminal.
(B) Right to Copy. You may make one copy of the MarketBrowser software solely for backup and archival purposes, provided that the original, whether on diskette or an electronic original, and each copy is kept in your possession and control, and provided you reproduce our copyright notice on the copy.
3. Prohibited Uses. You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of MarketBrowser, use of MarketBrowser or any portion thereof, or access to MarketBrowser or any portion thereof. Additionally, you may not, without written permission from us:
(A) Use, copy, modify, merge, create derivative works of, or transfer copies of MarketBrowser or any component of MarketBrowser except as provided in this Agreement;
(B) Use any backup or archival copies of the MarketBrowser software or any information included as part of MarketBrowser (or allow someone else to use such copies) for any purpose other than to replace the original copy in the event that the MarketBrowser software or data is destroyed or becomes defective;
(C) Disassemble, decompile or "unlock", reverse translate, reverse engineer, or in any manner decode the MarketBrowser software or any aspect of MarketBrowser for any reason, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
(D) Copy the documentation or other written materials included with or as part of MarketBrowser.
In addition to the foregoing, you acknowledge that LMT may establish general practices and limits concerning use and features of MarketBrowser, including without limitation the maximum number of concurrent MarketBrowser sessions you may have on one computer or individually among multiple computers, the maximum number of times (and the maximum duration for which) you may access MarketBrowser in a given period of time, the maximum number of financial instruments or topics you may receive information on at any time, and the frequency with which financial information is updated. You acknowledge that LMT reserves the right to log off users that are inactive for an extended period of time, however LMT wishes to define "inactive" in its sole discretion. You further acknowledge that LMT reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
4. Ownership and License. This agreement grants you only a license to use MarketBrowser. Title, ownership and intellectual property rights shall remain with us. We continue to own all copies of the MarketBrowser software. Your rights to use MarketBrowser are specified in this Agreement, and we retain all rights not expressly granted to you in this Agreement including, but not limited to, rights reserved to us or protected by patent, copyright, and trade secret laws and international treaty provisions. The license granted hereunder shall not be construed to confer any rights upon you by implication, estoppel or otherwise as to MarketBrowser not specifically set forth herein. Nothing in this Agreement constitutes a waiver of our rights under U.S. patent or copyright law or any other national, federal or state law.
5. Limited Warranty. We make the following limited warranties for a period of thirty (30) days from the date you acquired the MarketBrowser software from us or our authorized dealer or otherwise began use of any aspect of MarketBrowser: a) The media and documentation, if any, will be free from defects in materials and workmanship under normal use. (b) The MarketBrowser software will materially conform to the documentation that accompanies it.
(A) Limited Remedy. Our entire liability and your sole and exclusive remedy for breach of the limited warranty set forth in this Section 5 shall be, at our option, either (a) return of the price actually paid for MarketBrowser or one dollar ($1.00), whichever is greater, or (b) replacement of the MarketBrowser software; provided, however, you (i) return all of the MarketBrowser software and associated information, and any copies thereof, and the documentation to us or to the authorized dealer from whom y
ou acquired it, along with a dated proof of purchase; or (ii) certify in writing to us that all electronic copies of the MarketBrowser software, data and documentation and any archival copies thereof have been destroyed, and in either
case specifying to us the problem in writing.
(B) WARRANTY DISCLAIMER. WE DO NOT WARRANT THAT MarketBrowser WILL MEET YOUR REQUIREMENTS OR THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE. EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH IN THIS SECTION 5, MarketBrowser IS LICENSED "AS IS." WE MAKE NO REPRESENTATIONS AND EXTEND NO WARRANTIES OF ANY KIND AND DISCLAIM ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT
NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.
Some states do not allow the exclusion of implied warranties, so the above exclusion
may not apply to you. This limited warranty gives you specific legal rights, and you
may also have other legal rights, which vary from state to state.
6. Limitation of Liability. OUR LIABILITY TO YOU FOR ANY LOSSES SHALL BE LIMITED TO DIRECT DAMAGES, AND IN NO CASE SHALL EXCEED THE AMOUNT ORIGINALLY PAID FOR MarketBrowser OR ONE DOLLAR ($1.00), WHICHEVER IS GREATER. IN NO EVENT AND UNDER NO LEGAL THEORY, INCLUDING TORT, CONTRACT OR OTHERWISE, SHALL WE BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS) EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT OF LITIGATION IN
VOLVING THE SOFTWARE, YOU AGREE THAT AFTER FINAL JUDGEMENT AND EXHAUSTION OF APPEALS THE NONPREVAILING PARTY SHALL PAY ALL REASONABLE COSTS OF LITIGATION OF THE PREVAILING PARTY, INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEY'S FEES.
Some jurisdictions do not allow these limitations or exclusions, so they may not apply
7. Indemnity. You agree to indemnify and hold LMT, and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of MarketBrowser in any way, your connection to the MarketBrowser services or sites,your violation of the terms of this agreement, or your violation of any rights of another.
8. Export Controls. None of the MarketBrowser software or underlying information or web sites or technology may be downloaded, used or otherwise exported or reexported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders. By downloading or using MarketBrowser or any part thereof you are agreeing to the foregoing and you are representing and warranting that you are not located in, under the control of, or a national or resident of any such country or on any such list. You agree that you will not directly or indirectly transfer MarketBrowser or any part thereof to any country to which such transfer would be prohibited by the U.S. Export Administration Act and the regulations
issued thereunder. You further agree that should your country require registration of this license agreement you will obtain the appropriate licenses and registrations at your own expense.
9. Modifications to MarketBrowser, Term and Termination. LMT reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, MarketBrowser (or any part thereof including your license to use the MarketBrowser software) with or without notice. You agree that LMT shall not be liable to you or to any third party for any modification, suspension or discontinuance of MarketBrowser or any part thereof. Unless explicitly stated otherwise, any modifications to MarketBrowser or any new features that augment or enhance or change the then current MarketBrowser or any part thereof, including but not limited to new releases of the MarketBrowser software and new web sites released as part of MarketBrowser, shall be subject to the terms of this agreement.
The term of this license shall be until terminated by LMT. This license and your rights to use MarketBrowser automatically terminate if you fail to comply with any provisions of this Agreement. Upon termination, you will destroy all copies of the MarketBrowser software, data and documentation and any other elements of MarketBrowser in your possession or under your control. Additionally, if the purchase of this license to use MarketBrowser includes any continuing payments or renewal fees, termination will
also occur upon non-payment of said payments and fees without a requirement of notice of termination.
10. Confidentiality. You acknowledge and agree that MarketBrowser incorporates and discloses proprietary information of ours, and such proprietary information constitutes valuable trade
secrets of ours and may not be disclosed by you to any party at any time.
incomplete, or LMT has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, LMT has the right to suspend or terminate your account and refuse any and all current or future use of MarketBrowser (or any portion thereof). You may receive a password and account name or other designation as part of one or more of the products or services provided as part of MarketBrowser process. You are responsible for maintaining the confidentiality of the password and account,
and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify LMT of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. LMT cannot and will not be liable for any loss or damage arising from your failure to comply with the terms of this Section 11. This Agreement is governed by and hereby incorporates by reference the MarketBrowser Privacy
Policy located at: http://www.marketbrowser.com/privacy.asp.
12. Third Party Data Suppliers; Advertisers; Links. Certain financial market information provided as part of MarketBrowser is provided by third parties. Use of this information is governed by LMT's market data supplier terms which can be viewed at http://www.marketbrowser.com/mbdatasuppliers.asp and these terms are hereby incorporated by reference into this agreement.
Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through MarketBrowser, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that LMT shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Service.
MarketBrowser may provide, or third parties may provide, links to other World Wide Web sites or resources. Because LMT has no control over such sites and resources, you acknowledge and agree that LMT is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any information, content, advertising, products, services or other materials on or available from such sites or resources. You further acknowledge and agree that LMT shall not
be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such information, content, products or services available on or through any such site or resource.
13. Miscellaneous Provisions. This Agreement will be governed by and construed in
accordance with the substantive laws of the Commonwealth of Massachusetts. Any and all
disputes arising hereunder shall be resolved only in courts located in the Commonwealth of
Massachusetts and are subject to the exclusive jurisdiction of that court. The parties
hereby irrevocably submit and consent to the exclusive jurisdiction of such courts and waive
any defenses or objections thereto. The application of the United Nations Convention on
Contracts for the International Sale of Goods, as amended, is expressly excluded. This is
the entire agreement between us relating to MarketBrowser and supersedes any prior purchase
orders, communications, advertising, or representations concerning MarketBrowser. If any
provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of MarketBrowser or any part thereof must be filed within one (1) year after such claim or cause of action arose or be forever barred. No change or modification of this Agreement will be valid unless it is in writing and is signed by a duly
authorized Officer of our company. Notices to you may be made via either email or regular mail. LMT may also provide notices of changes to the terms of this agreement or other matters by displaying notices or links to notices to you generally on one or more of the MarketBrowser sites, or within or at a link from the MarketBrowser software.
Computer records stored in reasonably secure conditions on the computer system of either party shall be accepted as evidence of communication, license agreement, and payments made between the parties.
14. Agreement Provisions which Survive Termination. The following provisions will survive termination of this agreement:
(i) Sections 1, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12 and 13; and (ii) any other provision of this Agreement that must survive termination to fulfill its essential purpose.
Canadian Transactions. If you acquired access to or use or intend to use MarketBrowser or any part thereof in Canada, France, or other French-speaking countries, you agree to the following:
The parties hereto have expressly required that the present Agreement and its Exhibits be
drawn up in the English language. / Les parties au présent contrat ont expressément exigé
que ce contrat ainsi que ses Annexes soient redigées en langue anglaise.
If you have any questions about this Agreement, write to us at Leading Market Technologies,
Inc., One Kendall Square, Building 100, Cambridge MA 02139 USA.
Copyright © 2000-2011 Leading Market Technologies, Inc. All rights reserved.