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IR Web Kit Terms of Service

ACCEPTANCE OF TERMS

IR Web Kit LLC. ("IR WebKit") welcomes you. IR Web Kit provides the IR Web Kit Services (defined below) to you subject to the following Terms of Service ("TOS"), which may be updated by us from time to time without notice to you. You can review the most current version of the TOS at any time at: http://www.irwebkit.com/terms. By accessing and using the IR Web Kit Services, you accept and agree to be bound by the terms and provision of the TOS. IR Web Kit may also offer other services that are governed by different Terms of Service. In such cases the other terms of service will be posted on the relevant service to which they apply.

DESCRIPTION OF IR WEB KIT SERVICES

IR Web Kit provides powerful, media rich, Investor Relations websites and services. The IRwebkit is a simple to create, highly sophisticated IR Website solution providing comprehensive features and functionality that make managing core Investor Relations content, contacts and IR programs easy and efficient; which may be accessed through various medium or device now known or hereafter developed (the "IR Web Kit Services"). You understand and agree that the IR Web Kit Services is provided "AS-IS" and that IR Web Kit assumes no responsibility for the timeliness, deletion or addition of any information contained in client websites developed and hosted by IR Webkit. You are responsible for obtaining access to the IR Web Kit Services, and that access may involve third-party fees (such as Internet service provider or airtime charges). You are responsible for those fees, including those fees associated with the display or delivery of advertisements. In addition, you must provide and are responsible for all equipment necessary to access the IR Web Kit Services.

You understand that the technical processing and transmission of the IR Web Kit Services, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

CONFIDENTIALITY & DISCLOSURE OF INFORMATION

Nothing herein shall grant IRwebkit any right, title, or interest in Client's trademarks, patents, copyrights, trade secrets or other intellectual property. Clients agree that all right, title and interest in and to IRwebkit Services and IRwebkit Trade and/or Service Marks, including intellectual property rights, is and shall remain the exclusive property of IRwebkit.

IRwebkit shall NOT disclose to any third party any material non-public information or data received from the Client without the prior written consent and approval of the Client other than: (i) to its agents or representatives that have a need to know in connection with the Services hereunder; provided such agents and representatives have a similar obligation to maintain the confidentiality of such information; (ii) as may be required by applicable law; provided, IRwebkit shall provide prompt prior written notice thereof to the Client to enable the Client to seek a protective order or otherwise prevent such disclosure; and (iii) such information as becomes publicly known through no action of IRwebkit, or its agents or representatives.

During the term of this agreement, each party (the "Receiving Party" as the case may be) shall hold, keep confidential and shall not use or disclose, and other than as provided herein, any confidential or proprietary information, trade secrets, or any other knowledge, information, documents or materials, owned, developed or possessed by the other party (the "Disclosing Party" as the case may be), whether in tangible or intangible form, the confidentiality of which the Receiving Party must take reasonable measures to protect. Each party shall take all lawful measures to prevent the unauthorized use and disclosure of such information.

These provisions shall not apply to knowledge, information, documents or materials which the Receiving Party can conclusively establish: (i) have entered the public domain without a breach by the Receiving Party of any obligation owed to the Disclosing Party; (ii) have become known to the Receiving Party prior to the Disclosing Party's disclosure of such information to Receiving Party; (iii) are permitted to be disclosed by prior written consent of the Disclosing Party; (iv) have become known to the Receiving Party from a source other than the Disclosing Party other than by breach of an obligation of confidentiality owed to the Disclosing Party; (v) are disclosed by the Disclosing Party to a third party without restrictions on its disclosure; or (vi) are independently developed by the Receiving Party without breach of this Agreement.

IR WEB KIT PRIVACY POLICY

Certain information provided by you are subject to our applicable privacy policy. For more information, see the full IR Web Kit Privacy Policy at http://www.irwebkit.com/privacy. You understand that through your use of the IR Web Kit Services you consent to the collection and use (as set forth in the privacy policy) of this information, including the transfer of this information to the United States and/or other countries for storage, processing and use by IR Web Kit.

CLIENT ACCOUNT, PASSWORD AND SECURITY

Clients will receive a password and account login designation upon completing the IR Web Kit Service's client registration 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 IR Web Kit 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. IR Web Kit cannot and will not be liable for any loss or damage arising from your failure to comply with this Client Account, Password and Security Section.

CONDUCT

You understand that all information, data, text, photographs, graphics, video, messages, tags, or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Content originated. This means that you, and not IR Web Kit, are entirely responsible for all Content that you provide to IR webkit to post or that you yourself upload, post, transmit or otherwise make available via the IR Web Kit Services. IR Web Kit does not control the Content posted via the IR Web Kit Services and, as such, does not guarantee the accuracy, integrity or quality of such Content. Under no circumstances will IR Web Kit be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, transmitted or otherwise made available via the IR Web Kit Services.

You agree to not use the IR Web Kit Services to:

  • a. upload, post, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, hateful, or racially, ethnically or otherwise objectionable;
  • harm minors in any way;
  • impersonate any person or entity, including, but not limited to, a IR Web Kit officer or employee, or falsely state or otherwise misrepresent your affiliation with a person or entity;
  • upload, post, transmit or otherwise make available any Content that you do not have a 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);
  • upload, post, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party;
  • upload, post, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
  • upload, post, transmit or otherwise make available any material that 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;
  • interfere with or disrupt the IR Web Kit Services or servers or networks connected to the IR Web Kit Services, or disobey any requirements, procedures, policies or regulations of networks connected to the IR Web Kit Services;
  • intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;
  • provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;

You acknowledge that IR Web Kit may or may not pre-screen Content, but that IR Web Kit shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any Content that is available via the IR Web Kit Services. Without limiting the foregoing, IR Web Kit shall have the right to remove any Content that violates the TOS or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by IR Web Kit or submitted to IR Web Kit including without limitation information in all parts of the IR Web Kit Services.

CONTENT SUBMITTED OR MADE AVAILABLE FOR INCLUSION ON THE IR WEB KIT SERVICES

IR Web Kit does not claim ownership of Content you submit or make available for inclusion on the IR Web Kit Services. However, with respect to Content you submit or make available for inclusion on publicly accessible areas of the IR Web Kit Services, you grant IR Web Kit the following worldwide, royalty-free and non-exclusive license(s), as applicable:

  • With respect to Content you submit or make available for inclusion on publicly accessible areas of IR Web Kit Groups, the license to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such Content on the IR Web Kit Services solely for the purposes of providing and promoting the specific IR Web Kit Group to which such Content was submitted or made available. This license exists only for as long as you elect to continue to include such Content on the IR Web Kit Services and will terminate at the time you remove or IR Web Kit removes such Content from the IR Web Kit Services.
  • With respect to photos, graphics, audio or video you submit or make available for inclusion on publicly accessible areas of the IR Web Kit Services other than IR Web Kit Groups, the license to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such Content on the IR Web Kit Services solely for the purpose for which such Content was submitted or made available. This license exists only for as long as you elect to continue to include such Content on the IR Web Kit Services and will terminate at the time you remove or IR Web Kit removes such Content from the IR Web Kit Services.

"Publicly accessible" areas of the IR Web Kit Services are those areas of the IR Web Kit network of properties that are intended by IR Web Kit to be available to the general public.

NO COMMERCIAL REUSE OF IR WEB KIT SERVICES

You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion or use of, or access to, the IR Web Kit Services (including Content, Software and your IR Web Kit ID).

NON-CIRCUMVENTION

The Parties agree that Confidential Information shall not be used for the enrichment, directly or indirectly, of the either party to this agreement or their agents or representatives, without express written consent of the Parties. The Parties further agree that following receipt of confidential information from the Client, or information obtained through the provision of the services outlined herein, including but not limited to relationships and business contacts, IRWebkit shall not contract or attempt to sell to, transact with or purchase from these sources without the written permission from the Company unless (i) a business relationship between IRwebkit these sources predated this Agreement, and (ii) IRwebkit can substantiate exchanges specific to the disclosed information between IRwebkit and the sources prior to the date of the signing of this Agreement.

LICENSES

IRwebkit hereby grants Client, a non-exclusive, non-transferable license to utilize and display IRwebkit Services, subject to the terms and conditions of signed purchase order agreements. Except as allowed by this Agreement, or as approved through prior express written consent of IRwebkit, Client or Subscribers are not entitled to and shall not make any modifications or changes of any kind to IRwebkit Services or IRwebkit Marks, nor create any derivative works based upon or relating to IRwebkit Services or IRwebkit Marks.

ACCURACY/RELIABILITY & LIMITATION OF LIABILITY

Client, Subscribers, Users or any third party or person acknowledges that IRwebkit is not responsible for nor will it be held liable for any indirect, special, or consequential damages suffered or incurred by Client, Subscribers, Users or any third party or person arising out of any cessation, interruption or delay in IRwebkit Services or Website solutions. IRwebkit does not warrant the timeliness of delayed data providers to IRwebkit Services or related Information therein.

Neither IRwebkit, its affiliates nor Partners shall be liable in any way for indirect, incidental, consequential, special or exemplary damages, punitive damages or penalties (even if IRwebkit has been advised of the possibility of such damages or penalties), arising out of this Agreement, including but not limited to, loss of revenue, change in share price, loss of anticipated profits or lost business. This limitation of liability applies to any damages or penalties, including without limitation those caused by any failure of performance, error, omission, interruption, delay in operation or transmission, whether for breach of contract, tortious conduct, acts or omissions, negligence, or under any other claim or cause of action.

DISCLAIMER OF WARRANTIES

You expressly understand and agree that:

  • Your use of the ir web kit services and software are at your sole risk. the ir web kit services and software are provided on an "as is" and "as available" basis. yahoo and its subsidiaries, affiliates, officers, employees, agents, partners and licensors expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of title, merchantability, fitness for a particular purpose and non-infringement.
  • IR Web Kit and its subsidiaries, affiliates, officers, employees, agents, partners and licensors make no warranty that (i) the ir web kit services or software will meet your requirements; (ii) the ir web kit services or software will be uninterrupted, timely, secure or error-free; (iii) the results that may be obtained from the use of the ir web kit services or software will be accurate or reliable; (iv) the quality of any products, services, information or other material purchased or obtained by you through the ir web kit services or software will meet your expectations; and (v) any errors in the software will be corrected.

EXCLUSION OF WARRANTIES

Except as expressly stated in this Agreement, IRwebkit makes no warranties, conditions, or representations as to merchantability or other warranties, conditions, or representations, whether express or implied, oral or in writing. Each party acknowledges that it has not relied upon any warranty, condition, or representation made by the other except as specifically set forth in this Agreement, if any.

AGGREGATE LIABILITY

Notwithstanding any provision contained herein to the contrary, in no event will the aggregate liability of IRwebkit to the Client or to any Subscribers, members or users for actions, causes of action, contracts, liabilities, losses, claims, suits, costs, expenses, demands, awards and damages of whatever nature or kind and howsoever arising exceed the fees paid under this Agreement or the price of one month of service, whichever is more.

MUTUAL WARRANTIES AND COVENANTS

Client, Subscribers, Users or any third party or person and IR webkit represents and warrants to the other that the said Agreement constitutes a valid and binding Agreement enforceable in accordance with its terms.

ACTS OF GOD

Neither party shall be liable for any failure to perform any obligation hereunder, or from any delay in the performance of any obligation (including payment obligations), due to causes beyond its control, acts of God, public enemy, acts of government, failure of telecommunications or electrical sources, fire or other casualty.

INDEMNIFICATION BY CLIENT

You will indemnify and hold IRwebkit and its affiliated companies, if any, harmless from and against all damages, including costs resulting from or arising out of any claim by Subscribers, visitors or users relating to the accuracy, completeness or timeliness of Data provided by IRwebkit through its services; and/or infringement of any third Person Intellectual Property Rights. You agree to indemnify and hold IR Web Kit and its subsidiaries, affiliates, officers, agents, employees, partners and licensors harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Content you submit, post, transmit, modify or otherwise make available through the IR Web Kit Services, your use of the IR Web Kit Services, your connection to the IR Web Kit Services, your violation of the TOS, or your violation of any rights of another.

INDEMNIFICATION BY IRWEBKIT

IRwebkit shall indemnify and hold harmless the Client, its principals and its affiliated companies from and against any and all liabilities and damages arising out of IRwebkit’s gross negligence or intentional breach of its representations, warranties or agreements made hereunder or arising out of claims that IRwebkit Services or the IRwebkit site infringes any Intellectual Property Rights; provided, that the relevant claim does not arise from any modification to the IRwebkit Services made by Client. This indemnification shall survive the expiration or termination of this Agreement.

COOPERATION

The Parties agree to cooperate, and cause their respective affiliated companies to cooperate, in any prosecution or defense of a claim by or against a third person including the timely provision of notice as to the existence of any such claim. Each Party will have the right to participate, at its own expense, in the defense or settlement of any claim by or against a third person.

TERMINATION

Either party may terminate this Agreement immediately, without further obligation to the other party in the event of any breach of this Agreement by the other party that is not substantially remedied within thirty (30) days' receipt of notice of such breach in writing; the other party's making an assignment for the benefit of its creditors, the filing of a voluntary or involuntary petition under the bankruptcy or insolvency law, under the reorganization or arrangement provisions or under the provisions of any law of like import in connection with the other party, or the appointment of a trustee or receiver for the other party or its property. Any and all rights, title and interest granted to Client under or pursuant to this Agreement shall automatically revert to IRwebkit upon the termination of this Agreement and Client shall discontinue use of IRwebkit Services. In the event of termination of this Agreement by either Party, IRwebkit shall be entitled to keep any and all fees or other consideration it received for services rendered prior to the Date of Termination.

NON-EXCLUSIVE AGREEMENT

Nothing in this agreement will be deemed to limit or restrict IRwebkit from entering into agreements to provide or offer like or similar services with any other Person or Persons.

APPLICABLE LAW

This Agreement and the performance hereunder and all suits and special proceedings hereunder be construed in accordance with and under and pursuant to the laws of the State of New York and that in any action, special proceeding or other proceedings that may be brought arising out of, in connection with or by reason of this Agreement, the law of the State of New York shall be applicable and shall govern to the exclusion of the law of any other forum, without regard to the jurisdiction on which any action or special proceeding may be instituted. The parties hereby consent to the exclusive jurisdiction of the courts of the State of New York, for the purpose of any action or proceeding brought by either of them in connection with this Agreement.

NO ASSIGNMENT OR DELEGATION WITHOUT PRIOR APPROVAL

No portion of this Agreement or any of its provisions may be assigned, nor obligations delegated, to any other person or party without the prior written consent of the Parties except by operation of law or as otherwise set forth herein. In the event of merger, consolidation, take-over or other corporate action leading to restructuring including, without limitation, continuance into any jurisdiction involving either party or any sale or other transfer of all or substantially all of the assets of either party or any change in control of either party, this Agreement, the rights and duties hereunder, shall be assignable by that party without the prior consent of the other party, provided that the Assigning party provide written notice to such effect to the other party upon assignment.

ENTIRE AGREEMENT

The TOS constitutes the entire agreement between you and IR Web Kit and governs your use of the IR Web Kit Services, superseding any prior version of this TOS between you and IR Web Kit with respect to the IR Web Kit Services. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other IR Web Kit services, which are governed by specific terms and conditions contained within purchase agreements for such services.

SURVIVAL OF AGREEMENT

The Agreement and all of its terms shall inure to the benefit of any permitted assignees of or lawful successors to either Party. The provisions of the Confidentiality, Indemnification and Limitations of Liabilities Sections and all disclaimers and indemnities contained herein or in any schedules to this Agreement will survive the termination of this Agreement.

INDEPENDENT CONTRACTOR

IRwebkit agrees to perform its Services hereto as an independent contractor. Nothing contained herein shall be considered to as creating an employer-employee relationship between the Parties to this Agreement. IRwebkit shall have no authority to enter into contracts or agreements on behalf of the Client or to bind the Client in any manner whatsoever, unless directed in writing by the Client in advance.

NO AMENDMENT EXCEPT IN WRITING

Neither the Agreement nor any of its provisions may be altered or amended except in a dated writing signed by the Parties.

WAIVER OF BREACH

No waiver of any breach of any provision hereof shall be deemed to constitute a continuing waiver or a waiver of any other portion of the Agreement. The failure of either party at any time or times to require full performance of any provision hereof will in no manner affect the right of such party at a later time to enforce the same.

SEVERABILITY OF THE AGREEMENT

Except as otherwise provided herein, if any provision hereof is deemed by arbitration or a court of competent jurisdiction to be legally unenforceable or void, such provision shall be stricken from the Agreement and the remainder hereof shall remain in full force and effect.

Last Updated: January 18, 2013