SUBSCRIPTION AND USE AGREEMENT
The following terms and conditions of this agreement (this "Agreement") govern the use of the service provided by GovNetPA, Inc. (the "Company"), a New Jersey corporation with offices at 8 Quick Drive, Hillsborough, NJ 08844, to the subscriber (the "Subscriber"). BY CLICKING THE "I ACCEPT" BUTTON AND COMPLETING THE REGISTRATION PROCESS, SUBSCRIBER AGREES HE OR SHE HAS READ THE TERMS AND CONDITIONS CAREFULLY, IS ELIGIBLE FOR AN ACCOUNT AND AGREES TO BE BOUND BY ALL OF THESE TERMS AND CONDITIONS OF SERVICE.
1. Description of the Service: Company owns Internet-based news and information services that focus on public affairs, politics, government and related matters in a number of states (each state chosen by Subscriber, a "Designated State"), (collectively, the "Service"). The Service incorporates news and information features (such as, but not limited to, "Under the Dome" and "Today’s Headlines"), data, databases and functions, including, without limitation, any downloaded data and printouts (collectively, the "Data") that are presented to Subscriber through various means, including on linked Web pages. Company may add or delete Data from time-to-time in its sole discretion and will update the Data at least once each day, Monday through Friday (except Holidays observed by the various states in which the Service operates). The Service, Data and Company’s registered World Wide Web site, Capitolwire.com, are subject to protection under the copyright, trade secret, and other intellectual property laws of the United States, other jurisdictions, and international treaties.
2. License: Company hereby grants to Subscriber a non-exclusive, non-transferable license solely to access and use the Data for the Designated State(s) for research, analysis and related work in the normal course of Subscriber's business. Subscriber may copy and store the Data as reasonably necessary to access and use the Service in accordance with this Agreement including, without limitation, (i) downloading and storing insubstantial portions of the Data to a storage device under Subscriber’s exclusive control solely to (a) display internally such downloaded Data, and (b) quote and excerpt from such downloaded Data (appropriately cited and credited) by electronic cutting and pasting or other means in memoranda, letters and similar work product created by the Subscribe in the normal course of business, and (ii) creating printouts of such downloaded and stored Data for (a) internal use or (b) distribution to third parties if the printout includes a credit to the Service; provided, however, that whenever Subscriber copies, stores, displays or prints any of the Data provided under this Agreement, Subscriber shall provide notice of the copyright of the Data, credit Company as the source and provide notice that the Data may not be further reproduced by third parties. Subscriber agrees that he or she shall exercise due care in maintaining the security of passwords and otherwise preventing unauthorized use or access to the Service and Data.
3. Limitations: Subscriber may not copy, download, store, publish, transmit, transfer, broadcast, sell, create derivative works from, or otherwise use the Data, or any portion thereof, in any form or by any means, except (i) as expressly permitted by this Agreement, (ii) with Company’s prior written permission, or (iii) if not expressly prohibited by this Agreement, as allowed under the fair use provisions of the Copyright Act (17 U.S.C. § 107). Subscriber shall not sell, license, publish, translate, broadcast or distribute the Data to third parties, or use the Data as a component of or as a basis for any material offered for sale, license or distribution. Subscriber shall not reverse engineer, decompile, disassemble or otherwise attempt to discern the source code of the components of the Service or permit others to do so. Subscriber may not use any information cached in Subscriber’s local disk drives, or any portion of any of its local area networks, or its wide area networks for any other purpose than solely in support of its use of the Service. Company may terminate, at its option, Subscriber's access to and use of the Service in the event that Subscriber fails to comply with any term or condition set forth in this Section 3.
4. Rights in Data and the Service: Except for the license granted in this Agreement, all right, title and interest in the Data and the Service, in all languages, formats and media, including all copyrights, are and shall continue to be the exclusive property of Company.
5. Additional Terms and Conditions: Company may, in its sole discretion, add certain databases or news and information features ("Additional Features") to the Service from time-to-time. To the extent Company charges for such Additional Features, Company shall inform Subscriber of the cost of said Additional Features and Subscriber shall have the right to elect to purchase or not to purchase said Additional Features.
6. Charges and Terms of Agreement: Subscriber shall pay a subscription fee as set forth above in the subscription process. The subscription fee is based on a minimum subscription period of one (1) year and shall be renewable from year to year at the option of Subscriber at Company’s then-current annual subscription fee. Charges are exclusive of any applicable sales, use, ad valorem, personal property and other taxes, which are the responsibility of Subscriber. All other charges including, without limitation, equipment, software and third party telecommunications charges, are not included in the subscription fees payable to Company and are the sole responsibility of Subscriber.
7. Warranties, Disclaimer of Warranties and Limitation of Liability: THE SERVICE AND THE DATA ARE PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF PERFORMANCE, TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OMISSION, COMPLETENESS, CURRENTNESS AND DELAYS. SUBSCRIBER’S EXCLUSIVE REMEDY AND COMPANY’S ENTIRE LIABILITY UNDER THIS AGREEMENT, IF ANY, FOR ANY AND ALL CLAIM(S) FOR DAMAGES RELATING TO THE SERVICE AND THE DATA WHICH ARE MADE AGAINST COMPANY, ITS OFFICERS, EMPLOYEES AND AGENTS, INDIVIDUALLY OR JOINTLY, WHETHER BASED IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, SHALL BE LIMITED TO THE AGGREGATE AMOUNT OF THE SUBSCRIPTION FEES THAT HAVE BEEN PRE-PAID TO COMPANY BY SUBSCRIBER IN THE CONTRACT YEAR IN WHICH THE CLAIM AROSE. IN NO EVENT SHALL COMPANY BE LIABLE TO SUBSCRIBER FOR ANY CLAIM(S) RELATING IN ANY WAY TO: (I) SUBSCRIBER’S INABILITY OR FAILURE TO PERFORM RESEARCH OR RELATED WORK OR TO PERFORM THE SAME PROPERLY OR COMPLETELY, EVEN IF ASSISTED BY THE SERVICE, OR ANY DECISION MADE OR ACTION TAKEN BY SUBSCRIBER IN RELIANCE UPON THE SERVICE OR THE DATA; (II) THE PROCURING, COMPILING, INTERPRETING, EDITING, WRITING, REPORTING, TRANSMISSION OR DELIVERING OF THE DATA; AND (III) THE CONTENT AND AVAILABILITY OF LINKED WEB SITES. IN NO EVENT SHALL COMPANY BE LIABLE FOR INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Further, Subscriber hereby acknowledges that the Data may include views, opinions, and recommendations of individuals, organizations or other third parties that are not endorsed by Company, nor does the Company give investment, tax or legal advice, or advocate the purchase or sale of any security based on such individual, organizational or other third party views, opinions and recommendations. Company has used and shall continue to use reasonable care in reporting news and otherwise presenting Data through the Service. Subscriber is solely responsible for maintaining the security of user identifications and passwords as well for providing and maintaining all equipment, software and telecommunications links required to access the Service. Company makes no warranty regarding the life of any uniform resource locator (URL) generated or published by Company.
8. Termination: Company may terminate this Agreement and/or suspend the Service at any time with or without cause upon written notice to Subscriber. In the event that Company terminates this Agreement and/or suspends or terminates the Service without cause, Subscriber's sole remedy and Company's sole liability shall be to refund a prorated portion of any subscription fees actually paid by Subscriber in advance, with such proration reflecting the remainder of the prepaid subscription period. Such refund will take place within thirty (30) days of the termination of the Service and the resolution of any outstanding matters under Subscriber's account. Either party may terminate this Agreement immediately upon giving written notice of termination to the other party if the other party commits a material breach of this Agreement. Subscriber may terminate this Agreement immediately with notice to Company, if Company is excused from performance of this Agreement pursuant to Section 9 (Force Majeure). These termination rights are in addition to the termination rights set forth in Section 3 (Limitations). Upon termination, Subscriber shall be obligated to pay Company all sums due and owing under this Agreement for all Service provided at the time of termination within ten (10) days of receipt of written notice from the Company.
9. Force Majeure: The Parties acknowledge that the Service is subject to interruption and delay due to causes beyond Company’s reasonable control such as acts of God, acts of any government, war or other hostility, civil disorder, the elements, fire, explosion, power failure, equipment or software failure, industrial or labor dispute, inability to obtain necessary supplies and the like. No such interruption or delay shall constitute a material breach of this Agreement by Company, provided that Company restores the Service within a reasonable period of time after the cause of the interruption or delay is removed.
10. Notice: All notices, consents and other communications under or regarding this Agreement shall be submitted in writing either by email or first class certified mail, which shall be deemed to have been received on the earlier of the date of actual receipt, the first business day after being sent by a reputable overnight delivery service, or if sent by first class certified mail, the third business day after being mailed to the addresses set forth below. Such notices shall be sent to GovNetPA, Inc. and Subscriber at the following addresses: (i) if to GovNetPA, Inc., to the attention of Captiolwire.com, at 8 Quick Drive, Hillsborough, NJ 08844 or to email@example.com, and (ii) if to Subscriber, to the postal and/or email address provided to GovNetPA, Inc. by Subscriber upon execution of this Agreement. Either party may change its address for notices by giving notice of the new address to the other party in accordance with the provisions of this Section 10.
11. Governing Law: This Agreement shall be governed by and construed under the laws of New Jersey applicable to agreements made and to be performed solely therein, without giving effect to principles of conflicts of laws.
12. General Provisions: Neither this Agreement nor any part of it may be assigned, sublicensed or otherwise transferred by Subscriber without Company’s prior written consent. Should any provision of this Agreement be held to be void, invalid, unenforceable or illegal by a court, the validity and enforceability of the other provisions shall not be affected thereby. Failure of any party to enforce any provision of this Agreement shall not constitute or be construed as a waiver of such provision or of the right to enforce such provision or any other provision. The headings and captions contained in this Agreement are inserted for convenience only and do not constitute a part of this Agreement. In the event that any part of this Agreement is deemed to be in conflict with any other agreement, then the terms and conditions set forth in this document shall take precedence in resolving the conflict.
13. Effect of Agreement: This Agreement embodies the entire understanding between the Parties with respect to the subject matter of this Agreement and supersedes any and all prior understandings and agreements, oral or written, relating to the subject matter. Any amendment shall be in writing and signed, whether by electronic signature or other valid means, by both parties. The parties hereto agree that acceptance by electronic signature of the terms and conditions of this Agreement by clicking the "I accept" button and completing the registration process indicates acceptance of the terms and conditions of this Agreement in its entirety and shall be legally binding as if executed in hard copy by each party's authorized representative.