Thomson Global Markets - Terms of Use

Thomson Global Markets, Inc. (d/b/a Thomson Squawk Box) Terms and Conditions
© 2005 Thomson Global Markets, Inc. (d/b/a Thomson Squawk Box). All rights reserved.

Agreement
Thomson Global Markets, Inc. (d/b/a Thomson Squawk Box) agrees to furnish the user of this service (the "Client") and the Client agrees to license and utilize from Thomson Global Markets, Inc. (DBA International Financing Review), this online service, (the "Service"), according to the terms and conditions set forth herein. These terms and conditions and any completed order forms shall together comprise and are hereafter known as the "Agreement". The Client agrees to be bound by these terms and conditions:

License
Thomson Global Markets, Inc. (d/b/a Thomson Squawk Box) hereby grants the Client a limited, non-exclusive, non-transferable license (the "License") to access and utilize the Service and any information (the "Data"), or documentation supplied by Thomson Global Markets, Inc. (d/b/a Thomson Squawk Box), contained in the Service, solely for its own internal business purposes, all in accordance with the terms and conditions of this Agreement. All rights not specifically granted to the Client are hereby retained by Thomson Global Markets, Inc. (d/b/a Thomson Squawk Box).

Fees
Thomson Global Markets, Inc. (d/b/a Thomson Squawk Box) shall invoice, and the Client shall pay Thomson Global Markets, Inc. (d/b/a Thomson Squawk Box) during each month of the term of this Agreement, all fees associated with usage of the Service as defined in the product Pricing Schedule (the "Fees"). Such Fees, subject to modification by Thomson Global Markets, Inc. (DBA International Financing Review) upon renewal of this Agreement, shall be payable to Thomson Global Markets, Inc. (DBA International Financing Review) within thirty (30) days from the date of invoice. The Client shall pay VAT and any applicable sales taxes (excluding taxes imposed on Thomson Global Markets, Inc. (DBA International Financing Review)'s net income) that are imposed as a result of the transactions covered by this Agreement. The Client is solely responsible for obtaining, installing, maintaining and utilizing at its own expense, compatible computer equipment and communications devices required to utilize the Service, and the Client shall pay any and all charges incurred from use of each username and password granted hereunder. In the event of loss or theft of a username or password, the Client shall notify Thomson Global Markets, Inc. (DBA International Financing Review) immediately in writing whereupon Thomson Global Markets, Inc. (d/b/a Thomson Squawk Box) shall not invoice the Client for charges incurred under such username or password, subsequent to Thomson Global Markets, Inc. (d/b/a Thomson Squawk Box)'s receipt of such notice. The Client shall pay accrued interest at a rate equal to the lesser of 1.5% per month or the greatest amount permitted by applicable law, upon any unpaid, undisputed amounts not paid when due. Thomson Global Markets, Inc. (d/b/a Thomson Squawk Box) reserves the right to discontinue providing the Service hereunder in the event the Client defaults in payment of any undisputed invoice.

Use of Service
The Client undertakes neither to copy nor modify the Service in whole or in part, nor commercially exploit the same. Except as expressly permitted hereunder, the Client may not (i) use the Service in any manner; (ii) alter, reverse, engineer, decompose, disassemble or otherwise seek to duplicate the performance characteristics of the Service; (iii) rent, lease, lend, sell, sublicense, trade, assign, give or permit access to, disclose, use on behalf of, furnish or redistribute the Service or any part thereof, to any third party not expressly permitted in this Agreement, including but not limited to, any affiliate or any other department of the Client; (v) remove or obscure Thomson Global Markets, Inc. (DBA International Financing Review)'s proprietary right notices. The Client agrees to preserve and not to misuse any of the Service provided by Thomson Global Markets, Inc. (d/b/a Thomson Squawk Box). Except where arising from the Client's gross negligence or willful misconduct, Thomson Global Markets, Inc. (d/b/a Thomson Squawk Box) shall repair or replace any component of the provided Service that fails to operate during the term of this Agreement.

Use of Data
Except as expressly permitted hereunder, the Client may not duplicate or redistribute Data into hard copy, machine readable, or any other form without written authorization from Thomson Global Markets, Inc. (d/b/a Thomson Squawk Box). The Client will not publish, resell or disclose any Data, including but not limited to Data generated by any third party provider (the "Supplier(s)") herein to any competitor of Thomson Global Markets, Inc. (DBA International Financing Review) or its Suppliers. The Client also agrees not to download, nor permit any third party to download Data onto computers, discs, diskettes, or any other media other than into temporary storage for printing purposes. The License granted hereunder permits the Client to access and use the Data as follows: (i) include limited excerpts of Data in reports, presentations or pitch books that are prepared for its own customers as part of the ordinary course of the Client's business; (ii) include limited excerpts of Data in printed documents or in electronic spreadsheets and electronic print files for use by Client's employees for purposes of promotion and advising its customers only; and (iii) include certain defined fields of Data, as may be mutually agreed in writing by both parties in advance, in an electronic intranet, Internet or similar electronic offering for access and limited use by the Client's customers, who shall be made aware of the restrictions upon use of such information and its further distribution. In the event of a suspected breach or violation of any of the foregoing conditions, or in the event the Client becomes aware of a threat to any Thomson Global Markets, Inc. (DBA International Financing Review) copyright, the Client shall cooperate with Thomson Global Markets, Inc. (DBA International Financing Review) to protect Thomson Global Markets, Inc. (DBA International Financing Review) copyrights by assisting in identifying to whom copies of such Data have been supplied. Thomson Global Markets, Inc. (d/b/a Thomson Squawk Box) shall maintain as confidential any information disclosed by the Client and will use such information solely for the purpose of investigating potential copyright infringement.

Ownership of Service
The Client acknowledges that (i) the Service, Data, all copyrights, confidential information, title, any related documentation, and other intellectual proprietary rights embodied therein are and shall remain the property of Thomson Global Markets, Inc. (DBA International Financing Review) and its Suppliers; (ii) the Service and Data are subject to protection under the patent, trademark, copyright, trade secret and other intellectual property laws of the United States and all other jurisdictions; and (iii) the Service and Data were created, compiled, prepared, selected and arranged by Thomson Global Markets, Inc. (d/b/a Thomson Squawk Box) and its Suppliers through the expenditure of substantial time, effort and resources and that the Service constitute valuable property of Thomson Global Markets, Inc. (DBA International Financing Review) and its Suppliers.

Attribution
The Client shall attribute ownership of the Service and Data in the course of its use hereunder in a manner approved by Thomson Global Markets, Inc. (d/b/a Thomson Squawk Box), including but not limited to, including notice of the Thomson Global Markets, Inc. (DBA International Financing Review) copyright on all printed Data; such approval not to be unreasonably withheld or delayed. The Client shall protect the copyright and other rights of Thomson Global Markets, Inc. (d/b/a Thomson Squawk Box) and its Suppliers in the Service and Data during, as well as after, the term of this Agreement.

Confidentiality
The Client agrees that the Service supplied by Thomson Global Markets, Inc. (d/b/a Thomson Squawk Box) and its Suppliers are confidential and are supplied for Client's own internal business use only. Both parties shall maintain as confidential the terms of this Agreement, including but not limited to, the Service described, the Fees charged by Thomson Global Markets, Inc. (DBA International Financing Review) to the Client, and any usernames or passwords issued to the Client under this Agreement.

Change in the Service
The charges under this Agreement relate only to the Service described in the attached Order Form. Thomson Global Markets, Inc. (d/b/a Thomson Squawk Box) may change, add, enhance, or discontinue from time to time during this Agreement, any component of the Service and means of conversion or communication. To the extent Thomson Global Markets, Inc. (DBA International Financing Review) discontinues any component of the Service, the Client's access and rights to such discontinued Service shall terminate. Thomson Global Markets, Inc. (d/b/a Thomson Squawk Box) may elect to offer and the Client may license and utilize new Services, including but not limited to additional Databases, at an additional Fee to be mutually agreed upon by both parties herein. The terms and conditions of this Agreement shall apply to any additional Service reflected in an amended Agreement.

Third Party Suppliers
The provision of certain components of the Service under this Agreement by Thomson Global Markets, Inc. (DBA International Financing Review) to the Client is conditioned upon the effectiveness of Thomson Global Markets, Inc. (DBA International Financing Review)'s receipt of information and Services from certain third party suppliers, therefore the Client's access and license to such components shall automatically terminate upon termination of such third party license(s) without further liability to the Client with respect thereto.

Limitations of Liability
While Thomson Global Markets, Inc. (DBA International Financing Review) uses reasonable efforts to prepare and provide the Service to the Client, Thomson Global Markets, Inc. (DBA International Financing Review) shall not be liable for any inability to provide such Service when caused by any event, condition or circumstances beyond Thomson Global Markets, Inc. (DBA International Financing Review)'s reasonable control. In providing the Data, Thomson Global Markets, Inc. (d/b/a Thomson Squawk Box) relies upon sources that it believes to be accurate, but Client agrees that Thomson Global Markets, Inc. (d/b/a Thomson Squawk Box) cannot and will not verify the accuracy, completeness or timeliness of the Data or any work or product projections based upon such Data. The Client acknowledges that any information derived from the Service is intended only for the purpose of research, and may not be suitable for investment decisions. Any investment decision made by the Client, or investment advice offered by the Client is provided at the sole risk of the Client. Nothing contained in the Service shall be construed as a solicitation or recommendation to buy, sell, or otherwise invest in any security.

THOMSON GLOBAL MARKETS, INC. (DBA INTERNATIONAL FINANCING REVIEW) AND ITS SUPPLIERS PROVIDE TO THE CLIENT THE SERVICE AND DATA HEREUNDER ON AN "AS IS" BASIS AND WITHOUT WARRANTY OF ANY KIND. THE CLIENT HEREBY WAIVES ALL OTHER WARRANTIES EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR OTHERWISE, INCLUDING TIME OF PERFORMANCE.

NEITHER THOMSON GLOBAL MARKETS, INC. (DBA INTERNATIONAL FINANCING REVIEW) NOR ANY SUPPLIERS WARRANT THAT THE PROVISION OF THE SERVICE OR DATA HEREUNDER WILL BE UNINTERRUPTED OR ERROR FREE, NOR DO THEY MAKE ANY WARRANTIES AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE SAME. THE CLIENT EXPRESSLY AGREES THAT IT USES THE SERVICE AND DATA PROVIDED HEREUNDER AT ITS SOLE RISK. ACCORDINGLY, NEITHER THOMSON GLOBAL MARKETS, INC. (DBA INTERNATIONAL FINANCING REVIEW) NOR ITS SUPPLIERS WILL IN ANY WAY BE LIABLE TO THE CLIENT OR ANY OTHER ENTITY FOR ANY INACCURACIES, ERRORS, OMISSIONS, DELAYS, DAMAGES, CLAIMS, LIABILITIES OR LOSSES, REGARDLESS OF CAUSE, IN OR ARISING FROM THE USE OF THE SERVICE OR DATA, OR FOR ANY DAMAGE OR DELAYS TO THE CLIENT'S HARDWARE, SOFTWARE OR DATA USED IN CONNECTION HEREWITH, CAUSED BY THE USE OF THE SERVICE.

Neither Thomson Global Markets, Inc. (d/b/a Thomson Squawk Box) nor its Suppliers shall be liable for any loss or damage resulting directly or indirectly from mistakes, omissions, interruptions, delays, errors, any act, event, or defect, whether human or mechanical, occurring in the course of furnishing the Service or Data including, but not limited to, computer virus, online failure, failure of performance by third parties, fires, explosions, floods, labors, disputes or mechanical breakdown. Notwithstanding the foregoing, if Thomson Global Markets, Inc. (d/b/a Thomson Squawk Box) is deemed liable to Client for any reason, whether arising in contract, tort, or strict liability, Thomson Global Markets, Inc. (DBA International Financing Review)'s total liability hereunder shall be limited to Five Hundred Pounds (_500), or One Thousand U.S. Dollars ($1000). Neither Thomson Global Markets, Inc. (d/b/a Thomson Squawk Box) nor its Suppliers shall be liable for any special, consequential, exemplary or punitive damages, including, but not limited to, lost profits, even if aware of the possibility of such damages. The Client further agrees that no action, regardless of form, arising from or pertaining to the Service or Data may be brought by the Client more than one (1) year after the event giving rise to such action has occurred. Notwithstanding anything else in this paragraph to the contrary, Licensee does not waive its rights under applicable securities laws or the Employee Retirement Income Security Act of 1974 ("ERISA").

Indemnification
The Client shall defend, indemnify and hold Thomson Global Markets, Inc. (d/b/a Thomson Squawk Box) and its Suppliers harmless and against any claim, liability, loss, injury, damage, cost or expense (including, but not limited to, reasonable attorney's fees) incurred by Thomson Global Markets, Inc. (d/b/a Thomson Squawk Box) or its Suppliers arising from any Client's (or user using the Client's username or password) access or use of the Service provided hereunder, unless such claims or damages result from the gross negligence or willful misconduct of Thomson Global Markets, Inc. (d/b/a Thomson Squawk Box) in providing the Service to Client, or unless Client's Authorized Users' access to or use of the Service have given rise to claims or damages based on the infringement of a United States copyright or any other proprietary right of any third party.

Termination
This Agreement shall be effective from the date it is accepted by Thomson Global Markets and shall remain in effect for a period of one year after the date that the Services are first provided (the "Initial Term"). The Agreement shall automatically renew for successive one-year periods unless User or Thomson Global Markets elects not to renew by providing written notice to the other not less than 60 days before the end of the anniversary of the Initial Term or any subsequent anniversary of the end of the Initial Term, as the case may be. Thomson Global Markets shall have the right to terminate this Agreement immediately upon written notice to User in the event of a breach by User of the terms of this Agreement.

Upon termination of this Agreement for any reason, Client shall within a reasonable period of time, but no more than thirty (30) days after termination, (i) pay Thomson Global Markets, Inc. (d/b/a Thomson Squawk Box) for all outstanding Fees owing for the Service herein; (ii) cease using the Service in whole or in part; and (iii) certify to Thomson Global Markets, Inc. (d/b/a Thomson Squawk Box) in writing that Client has complied with the foregoing. The Client shall not retain the Service or any component thereof. No termination of this Agreement for any reason, unless otherwise specified herein, shall entitle the Client to any refund (in whole or in part) of any applicable Fees, including but not limited to subscription charges, usage charges, equipment charges, or any other charges incurred under assigned usernames and passwords. The Client shall remain responsible for all aforementioned charges, at then current rates, until all usernames and passwords are deactivated.

Equitable Relief
In the event the Client's breach or threatened breach of any of the provisions herein constitutes irreparable harm, the Client acknowledges that money damages would be insufficient, there being no appropriate remedy at law, Thomson Global Markets, Inc. (DBA International Financing Review) shall be entitled to injunctive or other appropriate equitable relief.

Assignment
The Client may not assign or otherwise transfer (including but not limited to, by operation of law) this Agreement, nor any rights, duties or obligations under this Agreement to any other party, including but not limited to, other departments of Client or Client's affiliates, without prior written consent of Thomson Global Markets, Inc. (DBA International Financing Review).

Governing Law
This Agreement and any modification thereto shall be governed and construed under the laws of New York and the United States without giving effect to any conflict of law provisions. The Client agrees to the jurisdiction of the courts of the state of New York.

Notice
Any notice or communication given under this Agreement shall be in writing and shall be delivered by hand, registered post, or telefacsimile.

Amendment/Modification
This Agreement represents the entire agreement between Thomson Global Markets, Inc. (d/b/a Thomson Squawk Box) and the Client with respect to the Service provided hereunder. This Agreement may not be modified or amended except by an instrument in writing executed by both parties hereto.

Headings
Headings or captions contained in this Agreement are inserted only as a matter of convenience and for reference. Such headings and captions shall not be construed to define, limit, extend or describe the scope of this Agreement nor the intent of any provision hereof.

Survival
If any term or condition of this Agreement shall be held to be invalid or unenforceable, the validity, legality and enforceability of the remaining terms and conditions hereof shall remain in full force and effect. All terms and conditions of this Agreement that by their nature would survive termination or expiration of this Agreement, including but not limited to, those related to ownership, intellectual property, warranty statements or indemnities, shall survive the termination or expiration of this Agreement.

Additional Terms (CUSIP Database)
Where the Client utilizes any Financial Transactions Data (including but not limited to the M&A and New Issues Data) the Client agrees that the CUSIP database, when contained in the Service, is and shall remain valuable intellectual property owned by or licensed to, CUSIP Service Bureau, Standard & Poor's ("S&P") and the American Bankers Association ("ABA"), and that no proprietary rights are being transferred to the Client in such materials or in any of the information contained therein. The Client agrees that misappropriation or misuse of such materials will cause serious damage to S&P and ABA; consequently, all the Client agrees that in the event of any misappropriation or misuse, S&P and ABA shall have the right to obtain injunctive relief. The Client shall not publish or distribute in any medium the CUSIP database or any information contained therein or summaries or subsets thereof to any person or entity except in connection with the normal internal processing of security transactions. The Client further agrees that the use of CUSIP numbers and descriptions is not intended to create or maintain, and does not serve the purpose of the creation or maintenance of, a file of CUSIP descriptions or numbers for any other third party recipient of such service and is not intended to create and does not serve in any way as a substitute for the CUSIP MASTER TAPE, PRINT, ELECTRONIC AND/OR CD-ROM SERVICES. NEITHER S&P, ABA, NOR ANY OF THEIR AFFILIATES MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, AS TO THE ACCURACY, ADEQUACY OR COMPLETENESS OF ANY OF THE INFORMATION CONTAINED IN THE CUSIP DATABASE. ALL SUCH MATERIALS ARE PROVIDED TO CLIENT ON AN "AS IS" BASIS, WITHOUT ANY WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE RESULTS WHICH MAY BE OBTAINED FROM THE USE OF SUCH MATERIALS, NEITHER S&P, ABA NOR THEIR AFFILIATES SHALL HAVE ANY RESPONSIBILITY OR LIABILITY FOR ANY ERRORS OR OMISSIONS NOR SHALL THEY BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT OR INDIRECT, SPECIAL OR CONSEQUENTIAL EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE LIABILITY OF S&P, ABA OR ANY OF THEIR AFFILIATES PURSUANT TO ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE FEE PAID BY CLIENT FOR ACCESS TO SUCH MATERIAL IN THE MONTH IN WHICH SUCH CAUSE OF ACTION IS ALLEGED TO HAVE ARISEN. FURTHERMORE, S&P AND ABA SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR DELAYS OR FAILURES DUE TO CIRCUMSTANCES BEYOND ITS CONTROL. (1/2001)

Miscellaneous
A copy of Licensor's written disclosure statement in accordance with Rule 204-3 under the Investment Advisers Act of 1940 is available upon written request and may also be viewed online here.