BrokerSavant End-User Agreement


This End User Agreement (“Agreement”) is a legal agreement between you and BrokerSavant Inc. (“BrokerSavant”).

IMPORTANT: PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE WEBSITE OR ACCESSING ANY PRODUCTS OR SERVICES PROVIDED BY BROKERSAVANT.

Acceptance

By accessing or using any products, services or software provided by BrokerSavant (“Services”) on the BrokerSavant.com website, websites hosted by BrokerSavant or BrokerSavant websites utilized to access the Services (collectively, the “Website”), YOU INDICATE YOUR ACCEPTANCE OF ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.  If you do not agree with the terms and conditions of this Agreement, discontinue using the Website and/or Services.

License

BrokerSavant grants you a nonexclusive, nontransferable license to access and use the Website and, if applicable, to utilize the Services.  You may only use the Services for business purposes at your place of work or offsite utilizing remote access to connect to your place of work.  If the Services are made available to you through a license between BrokerSavant and its customer, you must comply with the terms of that license.  Use for any other purpose is expressly prohibited.  The Services and Website are proprietary to BrokerSavant.  You acquire no right to the Services or to the information and data contained in the Services.   You may not sublicense, assign or transfer this license, the Services, or the output produced by the Services to any third party.  The license granted shall terminate immediately upon any termination or expiration of this Agreement or the agreement between BrokerSavant and its customers, the entity that you are affiliated with, for any reason, and all rights and licenses granted under this Agreement shall revert to BrokerSavant.

User ID and Security

If you choose to set up an account with BrokerSavant, you will receive a User ID which will allow you to access the Services through the Website.  You may only access the Services through the User ID issued to you.  You agree to make all reasonable efforts to prevent the unauthorized use or disclosure of your User ID and to protect the Website from improper access.  Your User ID is personal to you only. You may not provide anyone access to your User ID.  If you believe your User ID has been compromised please notify your supervisor and/or BrokerSavant immediately and request a new User ID.  If you fail to do so you may be responsible for any damages BrokerSavant sustains as a result of any unauthorized access or use of the Services or Website.

Termination for Breach

BrokerSavant may terminate your access to the Services at any time and for any reason.

NO WARRANTY

BrokerSavant does not warrant that the Services will meet your requirements or that the operation of the Website will be uninterrupted or without error.  BROKERSAVANT MAKES NO REPRESENTATION OR WARRANTY, OR GUARANTY, EXPRESS OR IMPLIED, WRITTEN OR ORAL, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO THE QUALITY, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OF THE SERVICES OR THE WEBSITE, WHICH ARE HEREBY EXPRESSLY DISCLAIMED.

Indemnification

You hereby agree to defend, indemnify and hold BrokerSavant, its officers, directors, employees, owners, successors and assigns harmless against all losses, damages or expenses of whatever form or nature, including actual attorneys’ fees and other costs of legal defense, whether direct or indirect, which they, or any of them, may sustain or incur as a result of your act or omission including, but not limited to, (i) breach of any of the provisions of this Agreement, (ii) any breach by you of the license agreement between BrokerSavant and its customer through whom you receive access to the Services, if applicable, and (iii) negligence or other tortious conduct.

Limitation of Damages

BrokerSavant is not responsible or liable for any actions taken by you as a result of your use of the Website or Services, or for any error, inaccuracy, or omission in any report or analysis you prepare in connection with or through use of the Website or Services, or for any damage resulting from such use.  Under no circumstances will BrokerSavant be responsible under this Agreement for any indirect, incidental, special or consequential damages resulting from its performance or failure to perform under this Agreement, including, without limitation, the use of or inability to use the Services or the Website, any damage to equipment and any cost of recovering lost data or of reprogramming.

Copyright and Confidentiality

You acknowledge that the Website, Services, the process and technologies included therein, as well as any other information or materials made available to you by BrokerSavant are valuable assets, trade secrets, and/or copyrighted material of BrokerSavant and that BrokerSavant retains title to them.  Under no circumstances may you copy the Services, Website or the accompanying images or documentation for the purposes of distribution to others, nor may you remove the copyright notices on the Services, Website or the accompanying documentation.  You may not: (a) disassemble, decompile, reverse engineer, reproduce, alter or attempt to derive the source code of the Services or the Website nor permit any third party to do so; (b) obtain for or assist third parties in obtaining unauthorized access to the Services or the Website; (c) copy the Services or the Website; (d) modify or create derivative works based upon the Services or the Website; (e) attempt to delete, disable, or otherwise circumvent any security measures implemented by BrokerSavant with respect to the Services or the Website; (f) write or develop any services based upon or developed with reference to the Services or the Website; or (g) assist, permit, or authorize any third party entity to perform any of the activities prohibited by this Agreement.

Appropriate Use

Your use of the Website and Services shall be for lawful purposes only.  You shall not use the Website or Services for illegal purposes or for the transmission of material that is unlawful, harassing, libelous, invasive of another’s privacy, abusive, threatening, harmful, vulgar, obscene, distasteful, offensive, controversial or otherwise objectionable, or that infringes or may infringe the intellectual property or rights of BrokerSavant or another or that violates any international, federal, state, or local law.  You shall not knowingly send BrokerSavant any corrupted documents or other materials that contain viruses or other imbedded programs harmful to BrokerSavant’s Website or Services.

Your Feedback

If you submit to BrokerSavant any ideas, comments, information, data, suggestions, questions, concepts, techniques or feedback (collectively, “Feedback”), you agree that BrokerSavant may utilize the Feedback to enhance, modify, develop or further commercialize its business, the Website or the Services (“Developments”) and you further agree that any Developments shall be the sole property of BrokerSavant.  You represent and warrant that you can legally transfer and you hereby do transfer the Feedback to BrokerSavant free and clear of any third party ownership rights.  You further agree that you retain no ownership rights in the Feedback.  You further represent that all Feedback that you submit to BrokerSavant is, to the best of your knowledge, accurate.

Shared Content

You also may submit certain proprietary material or proprietary content that is owned by you or a third party (collectively, “Proprietary Content”).  If you submit Proprietary Content, you represent that you are entitled to grant and you hereby do grant BrokerSavant an unrestricted, royalty-free, worldwide, irrevocable license to use, reproduce, display, perform, modify, transmit and distribute the Proprietary Content in any manner, including in connection with its business, the Website and the Services.   You further represent that all Proprietary Content that you submit to BrokerSavant is, to the best of your knowledge, accurate.  BrokerSavant shall not remove any copyright or trademark notations affixed to the Proprietary Content.

Changes to this Agreement

BrokerSavant may change, revise, modify, add or remove any terms of this Agreement at any time by updating this posting.  Any material changes to this Agreement will include a notice which will be posted on BrokerSavant’s home page, and we may, but shall not be required to, provide you notice via email.  You should visit this posting from time to time to review the then-current Agreement because your continued use of the Services after any changes to this Agreement have been posted will be deemed acceptance of any revised terms.

Miscellaneous

This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois without regard to its conflict of laws principles.  This Agreement constitutes the entire agreement between BrokerSavant and you with respect to the Services.  If for any reason a court of competent jurisdiction finds any provision of this Agreement or any portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of this Agreement, and the remainder of this Agreement shall continue in full force and effect.  You agree that no failure to exercise and no delay in exercising any right, power or privilege hereunder on the part of either party shall operate as a waiver of any right, power or privilege.

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