IMPORTANT - READ CAREFULLY
BY COMPLETING THE ELECTRONIC ACCEPTANCE PROCESS AND CLICKING THE ACCEPTANCE BUTTON, YOU WARRANT THAT YOU: (i) ARE 18 YEARS OF AGE OR OLDER; (ii) HAVE THE AUTHORITY TO, OR ARE AUTHORIZED TO SIGN FOR AND BIND, THE CONTRACTING PARTY DEFINED BELOW AS "CUSTOMER" TO THE TERMS OF SERVICE OF THIS ONLINE SUBSCRIPTION AGREEMENT ("AGREEMENT"); AND (iii) HAVE READ, UNDERSTAND AND AGREE ON BEHALF OF CUSTOMER TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT CLICK THE ACCEPTANCE BUTTON; YOUR REGISTRATION PROCESS WILL BE DISCONTINUED AND YOU MAY NOT USE THE SERVICES.
This Agreement is a legal and binding instrument entered into as of the Effective Date by and between Bloodhound Investment Research, Inc. ("Bloodhound") and Customer. Bloodhound reserves the right to amend this Agreement from time to time. The most current version of this Agreement can be reviewed by clicking the "Terms of Service" hypertext link located on the Bloodhound website.
- Definitions. As used in this Agreement, the following defined terms shall apply:
1.1 Agreement means these Terms of Service as may be amended from time to time and any other documents incorporated by reference.
1.2 Bloodhound means Bloodhound Investment Research, Inc.
1.3 Confidential Information means any non-public information and/or materials provided by a party under this Agreement to the other party and reasonably understood to be confidential.
1.4 Customer means the legal entity or individual that enters into this Agreement.
1.5 Devices and Servers means the following for purposes of The Bloodhound System™ Service (the "Services"): (i) device is a physical or virtual machine including, but not limited to, computers, servers, printers, switches, IP phones and routers connected to a network; and (ii) server is a physical or virtual machine that shares resources (e.g., access to data files, programs and other peripheral devices) with other devices on a network.
1.6 Effective Date means the date of electronic acceptance of this Agreement by Customer.
1.7 My Account means Customer's specific page within the Bloodhound website where Customer subscribes to the Services and provides Customer account information such as Registration Data and Payment Information. Customer may access its My Account page at any time and update certain account information.
1.8 Named Authorized User means the individual who may access the Services in accordance with this Agreement (each Named Authorized User user name must be specific to a unique Customer-designated individual and may not be generic (e.g. firstname.lastname@example.org is unique; whereas email@example.com, firstname.lastname@example.org, email@example.com, etc., are generic and not unique)).
1.9 Payment Information means limited Customer information related to billing and payment matters collected by Bloodhound during the online registration process. Such Payment Information will include a valid debit card or credit card number with available credit sufficient to pay the applicable Subscription Fees, an election of a preferred billing frequency, and other information as required by Bloodhound.
1.11 Registration Data means limited Customer information collected by Bloodhound during the online registration process.
1.12 Services means Bloodhound's remote access and services set forth in Section 2 of this Agreement and as subscribed to by Customer.
1.13 Subscription Fee means the fee for Customer's use of and access to the Services as subscribed to by Customer.
1.14 Term means the term of this Agreement commencing on the Effective Date and continuing until the expiration of all subscription period(s), including any renewal subscription period(s), for Services as stated on Customer's My Account page.
- Description of Services. Bloodhound's remote access and services include The Bloodhound System™ (the "Services"). The selection(s) made and submitted by Customer during the online registration process will identify the specific level of Service(s) subscribed to by Customer hereunder and the Named Authorized User for such Service, all of which shall be listed on Customer's My Account page within the Bloodhound website. Notwithstanding, this Agreement will apply to any Services subscribed to by Customer at any time on or after the Effective Date.
- Online Registration. To subscribe to Services via the Bloodhound product website, Customer must complete the online registration process, including Customer's electronic acceptance of this Agreement, and Bloodhound must then accept such online registration. Bloodhound may reject an online registration by a potential Customer in its sole discretion and is not obligated to provide a reason for its rejection. In the event a potential Customer's online registration is rejected by Bloodhound, such potential Customer may submit a new online registration for re-evaluation by Bloodhound.
3.1 Registration Data. All Registration Data provided by or on behalf of Customer must be current, complete and accurate, and Customer is solely responsible for updating such Registration Data as necessary. Bloodhound reserves the right to terminate this Agreement immediately in the event any Registration Data is found to be inaccurate, incomplete and/or not current at any time. Customer is hereby informed that Registration Data is subject to automatic processing by Bloodhound for the purposes of managing Customer's account. Customer will have access to Registration Data and may update or correct it as necessary.
3.2 Account Password/Security. As part of the online registration process, Customer will choose a password and a user name. Customer is entirely responsible for maintaining the confidentiality of its password and account, and Customer is solely responsible for any and all activities that occur under its account. Customer agrees to notify Bloodhound immediately of any unauthorized use of its account or any other breach of security. Bloodhound shall not be liable for any loss that Customer may incur as a result of a third party using its password or account, either with or without its knowledge. Customer may be held liable for losses incurred by Bloodhound and/or another party due to a third party using Customer's account or password.
3.3 Electronic Payment Information. All Payment Information provided by or on behalf of Customer must be current, complete and accurate, and Customer is solely responsible for updating such Payment Information as necessary. Customer hereby authorizes Bloodhound, from time to time, to take steps to determine whether the debit card or credit card number provided is valid. Bloodhound reserves the right to terminate this Agreement immediately in the event any Payment Information is found to be inaccurate, incomplete and/or not current at any time. Bloodhound shall not be responsible for any overdraft charge or other fees that may be incurred by Bloodhound's use of Customer's debit card or credit card for payment hereunder.
3.4 Trial and Promotional Offers. . From time to time, Bloodhound may offer certain trial and/or promotional offers. Bloodhound reserves the right to discontinue or modify coupons, credits, trials and promotional offers at its discretion and without notice. Any such trial or promotional offers may not be combined with other coupons, credits, trials, promotions or any other discounts, and are limited to one (1) per Customer. The details of any trial or promotional offers applicable to Customer shall be listed on Bloodhound's website.
- Customer Rights and Restrictions.
4.1 Customer Access and Use. During the Term of this Agreement, and upon payment of all applicable Subscription Fees, Customer may access and use the Services pursuant to and in accordance with the provisions of this Agreement. Bloodhound will enable Customer and its Named Authorized User to access and utilize the Services as contemplated by the Agreement. Thereafter, Customer shall be solely responsible for selecting and managing its named user and providing such user with the information necessary for access to and use of the Services. Customer may reassign the Named Authorized User without incurring additional fees. If Customer's broadband connection fails, the Services will also fail. The Services may cease to function if there is a power cut or failure. These failures may be caused by reasons outside of the control of Bloodhound.
4.2 Reverse Engineering. Customer may not modify, distribute, prepare derivative works of, reverse engineer, reverse assemble, disassemble, decompile or otherwise attempt to decipher any code in connection with the Services and/or any other aspect of Bloodhound's technology.
4.3 Abuse. Customer shall not access and/or engage in any use of the Services (i) in a manner that abuses or materially disrupts the networks, security systems, Services and/or websites of Bloodhound and/or (ii) to communicate any message or material that is deemed harassing, threatening, indecent, obscene, slanderous, or otherwise unlawful.
4.4 Illegal Purposes. shall not use the Services for fraudulent or illegal purposes.
4.5 No Representation by Customer. Neither Customer nor its Named Authorized User shall make any representations with respect to Bloodhound (including, without limitation, that Bloodhound is a warrantor or co-seller of any of Customer's products and/or services), the Services or this Agreement.
4.6 Limited Grant of Rights. No other rights are granted hereunder to Customer except as expressly set forth in this Agreement.
- Term and Termination.
5.1 Term. Agreement shall commence on the Effective Date and continue for the Term.
5.2 Termination for Cause. Bloodhound reserves the right to terminate this Agreement immediately if Customer breaches any of its material obligations (e.g., breach of Section 4, 6 and/or 7) under this Agreement.
5.3 Effect of Termination. Upon termination of this Agreement, Customer will immediately discontinue all access to and use of the Services and cease to represent in any form that it is a user of the Services. Bloodhound will immediately disable Customer's account upon termination. Neither party shall be liable for any damages resulting from a termination of this Agreement in accordance with this Section 5.3; provided, however, the termination of this Agreement shall not affect any claim arising prior to such termination.
- Subscription Fees. Customer is responsible for all Subscription Fees, and hereby authorizes Bloodhound to obtain payment of all such Subscription Fees in accordance with the Payment Information, as stated on Customer's My Account page.
Customer shall also be responsible for all applicable taxes ( sales tax, services tax, value-added tax (VAT), goods and services tax (GST), etc.) or duties imposed by any government entity or collecting agency EXCEPT those taxes based on Bloodhound's net income. In the event Customer fails to satisfy its tax and/or duty obligations herein, Customer shall reimburse Bloodhound upon demand for any taxes and/or duties paid on behalf of Customer and shall indemnify and hold Bloodhound harmless against any claim and/or liability (including penalties) resulting from Customer's failure to pay such taxes and/or duties.
- Confidential Information. Unless expressly authorized in writing by the other party, neither party shall disclose to any third party any Confidential Information, and/or use such Confidential Information in any manner other than to perform its obligations under this Agreement. The foregoing restrictions do not apply to any information that (i) is in or becomes available through the public domain, (ii) is already lawfully in the receiving party's possession and not subject to a confidentiality obligation to the disclosing party, (iii) becomes known to the receiving party from a third party having an apparent bona fide right to disclose the information, or (iv) Confidential Information that the receiving party is obligated to produce pursuant to an order of a court of competent jurisdiction or a valid administrative subpoena, provided receiving party supplies disclosing party with timely notice of such court order or subpoena. Furthermore, Customer will keep in confidence all passwords and/or other access information related to the Services.
- DISCLAIMER OF WARRANTIES. Each party hereby warrants to the other party that it has all necessary authority to enter into and perform its obligations under this Agreement without the consent of any third party or breach of any contract or agreement with any third party. CUSTOMER HEREBY ACKNOWLEDGES AND AGREES THAT THE SERVICES ARE PROVIDED BY BLOODHOUND ON AN "AS IS" BASIS, AND CUSTOMER'S ACCESS TO AND/OR USE OF THE BLOODHOUND WEBSITES, LINKED SITES AND/OR OF THE SERVICES IS AT ITS SOLE RISK. TO THE EXTENT PERMITTED BY APPLICABLE LAW, BLOODHOUND EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. BLOODHOUND MAKES NO WARRANTY THAT ANY OF THE SERVICES WILL MEET THE REQUIREMENTS OF CUSTOMER OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE; NOR DOES BLOODHOUND MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR THE ACCURACY OF ANY OTHER INFORMATION OBTAINED THROUGH THE SERVICES OR THAT ANY DEFECTS IN THE SERVICES WILL BE CORRECTED. CUSTOMER UNDERSTANDS AND AGREES THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF ANY OF THE SERVICES IS DONE AT THE SOLE RISK OF CUSTOMER AND THAT CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM BLOODHOUND OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES AND CONDITIONS, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO CUSTOMER.
- LIMITATION ON LIABILITY. IN NO EVENT SHALL BLOODHOUND BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL LOSS, EXEMPLARY OR OTHER DAMAGES RELATED TO THIS AGREEMENT OR WHETHER DIRECT OR INDIRECT, (i) LOSS OF DATA, (ii) LOSS OF INCOME, (iii) LOSS OF OPPORTUNITY, (iv) LOST PROFITS, AND (v) COSTS OF RECOVERY OR ANY OTHER DAMAGES, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR OTHERWISE, AND WHETHER OR NOT BLOODHOUND HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, BLOODHOUND'S LIABILITY HEREUNDER IS LIMITED TO $50.00. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CUSTOMER.
- Choice of Law and Location for Resolving Disputes. The laws of the State of Minnesota, excluding its conflicts of law rules, govern this Agreement and your use of the Services. Customer also agrees and expressly consents to the exercise of personal jurisdiction in the State of Minnesota. Customer agrees to pay reasonable attorneys fees for Bloodhound's enforcement of its rights under this Agreement.
- Additional Terms.
11.1 Relationship of the Parties. Customer and Bloodhound are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
11.2 Assignment. Customer may not assign its rights or delegate its duties under this Agreement either in whole or in part, and any such attempted assignment or delegation shall be void.
11.3 Force Majeure. Neither party will be responsible for any delay, interruption or other failure to perform under this Agreement due to acts beyond its reasonable control, but only for so long as such conditions persist. Force majeure events include, but are not limited to: natural disasters (e.g., lightning, earthquakes, hurricanes, floods); wars, riots, terrorist activities, and civil commotions; activities of local exchange carriers, telephone carriers, Internet service providers, and other third parties; explosions and fires; embargoes, strikes, and labor disputes; governmental decrees; and any other cause beyond the reasonable control of a party.
11.4 Notice. Bloodhound may provide Customer with notice via email, regular mail and/or postings on the Bloodhound website.
11.5 No Advice. Bloodhound is provided to Customer for informational purposes only and should not be construed as an offer to buy or sell a particular security or a solicitation of offers to buy or sell a particular security. Bloodhound may make available from third parties certain information related to the potential price movement of particular securities, but such information is for informational purposes only and should not be construed as an endorsement, recommendation or sponsorship of any company or security by Bloodhound. Bloodhound does not give investment advice or advocate the purchase, holding or sale of any security or investment by any user of the Services. Bloodhound does not provide any legal, tax, or accounting advice or advice regarding the suitability, profitability, or potential value of any particular investment, security, or informational source. By acceptance of this Agreement, Customer acknowledges and agrees that any reliance upon the content or data available through the Services is at its own sole risk.
Much of the content or data available through use of the Services is obtained from, or posted by, third parties. Such third parties are solely responsible for the content or data they make available through the Services. Bloodhound does not endorse, or independently verify the accuracy, timeliness or completeness of, any postings that appear on the Bloodhound chat rooms or message boards and strongly urges Customers to read and post on the chat rooms or message boards with caution. Investment or trading decisions should not be based on information obtained through chat rooms or message boards. The third parties that make such information available in such chat rooms or message boards may not be who they claim to be or may not be affiliated with whom they claim to be. The information they make available may be incorrect, either because of mistakes or, unfortunately, because of intentional deceit. For more information regarding online financial information, please visit http://www.sec.gov/investor/pubs/cyberfraud.htm.
Bloodhound, and its directors, officers, agents and employees, may hold positions in securities mentioned on the Services websites and may make purchases or sales from time to time in such securities.
11.6 Compliance with Laws. Both parties agree to comply with all applicable local, state, national and foreign laws, rules, and regulations, including, but not limited to, all applicable import and export laws and regulations, in connection with their performance, access and/or use of the Services under this Agreement. Notwithstanding the preceding sentence, Bloodhound does not guarantee that the Services shall be appropriate and/or available for use in any particular location and Customer is responsible for compliance with local laws to the extent applicable. Bloodhound reserves the right to modify the Services for any reason, without notice and without liability to Customer or any end user. Customer undertakes to comply with all legal duties applicable to the Customer including obligations as data controller by virtue of Customer's role as Named Authorized User. Notwithstanding any other provision in this Agreement, Bloodhound shall have the right to terminate this Agreement immediately upon the determination by Bloodhound that Customer is not in compliance with U.S. export laws or violates any government privacy and/or data protection laws.
11.7 No Waiver. The failure of either Customer or Bloodhound in any one or more instance(s) to insist upon strict performance of any of the terms of this Agreement will not be construed as a waiver or relinquishment of the right to assert or rely upon any such term(s) on any future occasion(s).
11.8 Severability. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed from this Agreement and the other provisions shall remain in full force and effect. To the extent a provision is deemed invalid, illegal, or unenforceable, the parties agree to comply with the remaining terms of this Agreement in a manner consistent with the original intent of the Agreement.
11.9 No Third Party Beneficiaries. No person or entity not a party to this Agreement will be deemed to be a third party beneficiary of this Agreement or any provision hereof.
11.10 Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements and understandings with respect to the same.
11.11 Captions and Headings. Captions and headings are used herein for convenience only, are not a part of this Agreement, and shall not be used in interpreting or construing this Agreement.
11.12 Controlling Language. The English language version of this Agreement shall be the controlling version and is incorporated by reference into any translation of this Agreement. Any translation or other language version of this Agreement shall be provided for informational purposes only. Only the most current English version of this Agreement is binding. In the event of inconsistency or discrepancy between the English version and any translation or other language version of this Agreement, the English-language version shall prevail.
11.13 References. Pronouns contained in this Agreement shall apply equally to the feminine, neuter and masculine genders. The singular shall include the plural, and the plural shall include the singular.
11.14 Beta Version. The terms of this subsection 11.14 shall only apply to Customer with respect to any "Beta" version of any of the Services (the "Beta Services") made available to Customer for purposes of evaluation and feedback. Customer acknowledges that the Beta Service(s) Customer is evaluating may contain bugs, errors and other problems and is provided to Customer "as-is." Therefore, to the extent permitted by applicable law, Bloodhound disclaims any warranty, condition and/or liability obligations to Customer of any kind with respect to the Beta Services. Customer further acknowledges the importance of communication between Bloodhound and Customer during Customer's use of the Beta Services and participation in Bloodhound's Beta program and hereby agrees to receive related correspondence and updates from Bloodhound. In the event Customer requests to opt-out from such communications, Customer's participation in the Bloodhound Beta program will be canceled. Customer also hereby acknowledges that Bloodhound has not made any representations, promises or guarantees that the Beta Services will ever be announced or made available to anyone in the future and that Bloodhound has no express or implied obligation to Customer to announce or introduce the Beta Services. During the Bloodhound Beta program, Customer will be asked to provide feedback regarding Customer's use of the Beta Service(s) and Customer hereby grants to Bloodhound a perpetual, royalty-free worldwide license to use and/or incorporate such feedback into any Bloodhound product or service (including the Beta Services) at any time at the sole discretion of Bloodhound. With respect to the Beta Services, this subsection shall supersede any other terms and conditions contained herein, but only to the extent necessary to resolve conflict.