END USER LICENSE AGREEMENT

PLEASE READ CAREFULLY:  THIS END USER LICENSE AGREEMENT ("EULA") IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR A SINGLE ENTITY) ("USER") AND CFO PUBLISHING CORPORATION ("CFO") FOR THE MATERIALS AND ONLINE OR ELECTRONIC DATA (COLLECTIVELY, THE "MATERIALS") BEING RETRIEVED FROM THIS SITE BY USER.  TO COMPLETE THE ORDER FOR THE MATERIALS REQUESTED, USER MUST FIRST ACCEPT THE TERMS AND CONDITIONS OF THIS EULA BY ELECTRONICALLY CHECKING THE BOX MARKED "I ACCEPT THESE TERMS AND CONDITIONS".  IF USER DOES NOT AGREE TO THE TERMS OF THIS EULA, USER MAY NOT ACCESS, USE OR DOWNLOAD THE MATERIALS. USER ACKNOWLEDGES AND AGREES THAT ALL SALES ARE FINAL AND ALL PAYMENTS ARE NON-REFUNDABLE.

 

IF THE TERMS AND CONDITIONS OF THIS EULA ARE NOT ACCEPTABLE, DO NOT ACCESS, USE AND/OR DOWNLOAD THE MATERIALS

 

1.     GRANT OF LIMITED LICENSE FOR USE OF THE MATERIALS

CFO hereby Grants User a nonexclusive, nontransferable, revocable, limited license to access, download and use the Materials solely subject to the terms and conditions set forth herein.  This license is strictly limited to a license to electronically download, use and display the Materials retrieved from this site for User's internal business purposes only.  Any rights not expressly granted herein are reserved by CFO and/or CFO's licensor(s).

 

2.     USE RESTRICTIONS AND PROHIBITED CONDUCT

User is strictly prohibited from: (a) selling, supplying, renting, leasing, loaning, sublicensing or otherwise making the Materials available to a third party; (b) bulk downloading any Materials from this site and integrating it with internal information systems, including, without limitation, Custom Relationship Management (CRM) systems, Enterprise Resource Planning (ERP) systems, an any sales or competitive type databases; (c) storing the Materials in any archival or retrieval system (whether electronic or non-electronic) that is indexed or searchable, except that User shall be permitted to retain copies of any reports, summaries, analyses, notes or extracts prepared by User that are based on or contain portions of the Materials; (d) decompiling, reverse engineering, disassembling, or creating derivative works from the Materials; (e) using or otherwise exporting or re-exporting the Materials in violation of the export control laws and regulations of the United States; (f) using the Materials in a manner that infringes the copyrights or other intellectual property or proprietary rights of any third party; (g) accessing and using the Materials for unlawful purposes; and/or (h) posting any of the Materials on any web site or in a networked computer environment.

 

3.     PROPRIETARY RIGHTS

All rights, title and interest in and to the Materials, including but not limited to any copyrights, trademark rights, and other intellectual property rights therein are the property of CFO, CFO's licensors and/or third parties.     User must retain all copyright and other proprietary notices contained in any of the Materials retrieved or any copy User makes of the Materials.

 

4.     DISCLAIMER OF WARRANTIES

THE MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT ANY WARRANTIES OF ANY KIND.  TO THE FULLEST EXTENT PERMITTED BY LAW, CFO AND ITS LICENSORS HEREBY DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING ANY WARRANTY THAT THE MATERIALS WILL BE MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, TIMELY, NON-INFRINGING, OR FIT FOR A PARTICULAR PURPOSE.  NEITHER CFO NOR ITS LICENSORS WARRANT THAT THE MATERIALS WILL MEET USER'S REQUIREMENTS, ARE ERROR-FREE OR RELIABLE.  USER ASSUMES ALL RESPONSIBILITY FOR DETERMINING WHETHER THE MATERIALS ARE ACCURATE OR SUFFICIENT FOR USER'S PURPOSES.

 

5.     LIMITATION OF LIABILITY AND DISCLAIMER OF CONSEQUENTIAL DAMAGES

IN NO EVENT, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL CFO OR ANY OF ITS LICENSORS, OR THEIR RESPECTIVE DIRECTORS, SHAREHOLDER, OFFICERS, EMPLOYEES, AGENTS OR CONTENT OR SERVICE PROVIDERS (COLLECTIVELY, THE "PROTECTED ENTITIES") BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM, OR RELATED TO, THE USE OF, OR THE INABILITY TO USE THE MATERIALS, LOST BUSINESS OR LOST SALES, EVEN IF SUCH PROTECTED ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITIES OF SUCH DAMAGES.

IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE PROTECTED ENTITIES TO THE USER FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM OR IN CONNECTION WITH USER'S USE OF THE MATERIALS EXCEED, IN THE AGGREGATE, THE FEES AND OTHER CHARGES, IF ANY, PAID TO CFO FOR THE LICENSE TO THE MATERIALS GRANTED TO USER HEREUNDER.

THE PARTIES ACKNOWLEDGE THAT THE FEES AND OTHER CHARGES, IF ANY, ASSOCIATED WITH THE MATERIALS REFLECT THE ALLOCATION OF RISK SET FORTH HEREUNDER AND THAT CFO WOULD NOT ENTER INTO THIS EULA WITHOUT THE FOREGOING LIMITATIONS.

 

6.     USER'S REPRESENTATIONS AND WARRANTIES

User hereby represents and warrants that: (a) the information User has provided to CFO is true and accurate; (b) User will at all times comply with all applicable laws, rules, and regulations with respect to the User's use of the Materials; (c) User will not use the Materials to infringe, misappropriate or violate the intellectual property or proprietary rights of CFO, CFO's licensor(s) or third parties; and (d) User will comply at all times with this EULA.

 

7.     TRADEMARKS

The trademarks, service marks and trade names (collectively the "Trademarks") displayed on the Materials are registered and unregistered Trademarks of CFO, CFO's licensors or others and may not be used by User in any manner.  All Trademarks not owned by CFO that appear on the Materials, if any, are the property of their respective owners.  Nothing contained on this EULA or the Materials should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Materials without the written permission of CFO, CFO's licensors or the third party that may own the applicable Trademark.  Misuse, including any unauthorized use, of the Trademarks displayed on the Materials is strictly prohibited.

 

8.     EXPORT CONTROL

The United States controls the export of products and information.  User agrees to comply with such restrictions and not to export or re-export the Materials to countries or persons prohibited under the export control laws.  By accessing, downloading and using the Materials, User is agreeing that User is not in a country where such export is prohibited or is a person or entity to which such export is prohibited.  User is responsible for compliance with the laws of User's local jurisdiction regarding the import, export, or re-export of any Materials.

 

9.     INDEMNITY

User shall defend, indemnify, and hold harmless CFO, CFO's licensors, their respective parent, affiliates, subsidiaries, and related companies and their respective employees, officers, directors, agents and representatives, from and against any and all damages, liabilities, losses, fees, expenses, penalties and costs (including reasonable attorneys' fees and costs) arising out of or related to User's use of the Materials, User's breach of this EULA or User's violation of applicable laws.

 

10.  GOVERNING LAW; JURISDICTION; VENUE

This EULA shall in all respects be governed and controlled by the laws of the Commonwealth of Massachusetts, without application of its choice of law principles, and all claims and/or lawsuits in connection with this EULA must be brought in any state or federal court located in the Commonwealth of Massachusetts, and both parties hereby submit to the jurisdiction and venue of any such court.

 

11. Severability

If any provision hereof is adjudged to be invalid, void or unenforceable, the parties agree that the remaining provisions hereof will not be affected thereby, and that a court of competent jurisdiction shall have the authority to replace the provision in question with a lawful provision that most nearly embodies the original intention of the parties, and that the other terms of this EULA will in any event remain valid and enforceable.

 

12. ASSIGNMENT

User may not assign the EULA, or any of its rights, duties or obligations hereunder, to any person or entity, in whole or in part, and any attempt to do so shall be deemed void.

 

13. THIRD PARTY BENEFICIARY

For all purposes of this EULA, each of CFO's third party licensors of any of the Materials shall be expressly deemed an intended third party beneficiary of this EULA and shall have the right to enforce the terms and conditions of this EULA.

 

14. MISCELLANEOUS

The failure of CFO to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.  CFO may pursue any other remedy legally available to it if User fails to comply with this EULA.  Any changes to this EULA must be made in writing, signed by an authorized representative of CFO.

USER ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THIS EULA AND AGREES TO BE BOUND BY ITS TERMS.  USER AGREES THAT IT IS NOT AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT ON THE BASIS OF ANY WARRANTIES OR REPRESENTATIONS NOT EXPRESSLY CONTAINED HEREIN.  USER FURTHER AGREES THAT THIS EULA IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN USER AND CFO WITH RESPECT TO THIS TRANSACTION, AND SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.