DFIN Solutions File16 ®
TERMS OF SERVICE
Introduction
License; Personal Use and Responsibility
Compliance with Law
Intellectual Property Rights
Client and User Impact on Others
Right To Terminate this Agreement or Suspend Services
Disclaimer of Warranties and Limitation of Liability and Remedies
Indemnification
Force Majeure
Conflict with Other Documents; Change of TOS; Amendment
Governing Law and Forum; Collection Costs
Introduction
This online version of DFIN Solutions File16 (collectively, the “Services”) grants limited rights to use DFIN Solutions’s
intellectual property. The following Terms of Service ("TOS") governs your use of the Services (individually, "you" or the "Client" and collectively, the "Clients") and may not be changed by you.
Please review the TOS to your satisfaction. We are not willing to proceed unless you accept the TOS.
License; Personal Use
and Responsibility
Subject to this TOS, the
Client is hereby granted a limited, nonexclusive and nontransferable license to
access and use, part or all of this Service for non-commercial use. The Client
is solely and strictly responsible for the use of the Services and the content
of any transmissions using the Services by the Client, its affiliates and their
respective directors, officers, employees and agents and every other person or
entity which accesses the Services through the Client, directly or indirectly
(each, a “User”). Notwithstanding the foregoing, resale or transfer of all or
any portion of the Services, or any rights to use the Services, is strictly
prohibited, except as authorized in writing by a duly authorized officer of
DFIN Solutions, and any attempt to do so shall be void and of no force and effect.
Compliance with
Law
The Client’s use of the
Services shall at all times comply with United States, state, municipal,
foreign and international statutes, laws, regulations, rules, conventions,
pacts, standards, requirements,
restrictions or orders (collectively, “Laws”) of any governmental or
quasi-governmental department, commission, body, board, bureau, agency,
authority, instrumentality, internet domain registry, court, tribunal or
arbitral forum having jurisdiction (collectively, “Governmental
Body”). Without limiting the foregoing, the Client expressly agrees that
its use of the Services shall only be for lawful purposes, and the Client shall
not engage in or permit transmission or storage of any information, data or
material in contravention or other violation of any Laws.
The information on this
site is designed to provide accurate and authoritative information in regard to
the subject matter covered. It is published with the understanding that
the publisher is not engaged in rendering legal, accounting or other
professional services. If legal advice or other expert assistance is
required, the services of a competent professional person should be
sought.
The Client hereby
acknowledges and agrees that (a) it has and shall have the sole responsibility
hereunder to be aware of all existing Laws and of all new Laws and any
amendments, changes, or interpretations of Law as any thereof may apply to its
access to and use of the Services, (b) DFIN Solutions has no obligation to notify or
advise the Client with respect to any Laws, and (c) any suggestion or advice
DFIN Solutions may give with respect to Laws, or compliance therewith, shall be entirely
gratuitous and without liability to DFIN Solutions.
Intellectual Property
Rights
The Client hereby
represents and warrants to DFIN Solutions that use of the Services by the Client shall
not infringe the copyright, trademark, trade secret and other intellectual
property rights of DFIN Solutions or any person or entity.
Without limiting the
foregoing, the Client hereby covenants and agrees that it will not do anything
inconsistent with DFIN Solutions’s intellectual property rights in and to the Services or
in the DFIN Solutions name or logo and, in particular, without limitation you will
neither reverse engineer the Services to discover its underlying design or
inner workings nor register or attempt to register the DFIN Solutions name or the logo,
or any similar name, with any Governmental Body in connection with services
similar to the Services, or otherwise.
DFIN Solutions™ is a registered
trademark, and DFIN Solutions File16™ is a trademark of DFIN Solutions or its affiliates. The
Client will not, directly or indirectly, at any time, dispute or contest the
validity or enforceability of the DFIN Solutions name, logo or trademarks, or the title
or ownership thereof in DFIN Solutions.
If Client infringes DFIN Solutions’s
intellectual property rights or exceeds the scope of permitted use of the TOS,
Client hereby agrees that DFIN Solutions will be irreparably injured and, in addition to
its other rights and remedies, may obtain a court order to enjoin you from such
actions.
Client and User Impact on
Others
The following actions are
defined as "system abuse" and are prohibited. The examples named in
this list are non-exclusive, and are provided for guidance to Client only:
·
The Client agrees not to
use, or encourage or permit Users or other persons or entities which have
access to the Service through the Client’s account to use DFIN Solutions’s services in
such a manner as would give rise to civil liability or for any illegal purposes
·
The Client also agrees that
it will not use the Services, or permit Users or other persons or entities
which have access to the Services through the Client’s account to use the
Services, for any purposes leading to disruption of network equipment, network
services or the users of those services.
Right To Terminate this
Agreement or Suspend Services
Notwithstanding anything in
this Agreement to the contrary, DFIN Solutions has the right in its sole and absolute
discretion to terminate this Agreement and shutdown and disconnect Services
without cause at any time without notice to Client. No termination fee or other
liability shall be due or caused as a result of such termination, shutdown and
disconnection.
Disclaimer of
Warranties and Limitation of Liability and Remedies
CLIENT UNDERSTANDS AND
AGREES THAT THE SERVICES, AND THE CONTENTS OBTAINED FROM IT, ARE PROVIDED “AS
IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. DFIN Solutions HEREBY DISCLAIMS ALL
WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF
LAW, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ARISING FROM A
PARTICULAR COURSE OF DEALING, WITH RESPECT TO THE SERVICES, ANY INFORMATION,
DATA OR MATERIALS OBTAINED THROUGH THE SERVICES, OR THAT THE SERVICES WILL MEET
THE CLIENT’S REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM
ERROR, DEFECT, VIRUSES OR OTHER HARMFUL COMPONENTS. DFIN Solutions DISCLAIMS AND
EXCLUDES ANY REPRESENTATIONS OR WARRANTIES THAT THE SERVICES ARE COMPATIBLE
WITH ANY COMBINATION OF SERVICES OR SOFTWARE NOT FURNISHED BY DFIN Solutions WHICH THE
CLIENT MAY CHOOSE TO UTILIZE WITH THE SERVICES, OR AS TO RESULTS THAT WILL BE
OBTAINED BY THE USE OF THE SERVICES HEREUNDER.
NOTWITHSTANDING THE
FOREGOING OR ANYTHING ELSE IN THIS AGREEMENT OR ANY OTHER RELATED AGREEMENT OR
DOCUMENT TO THE CONTRARY, THE ENTIRE LIABILITY OF DFIN Solutions TO CLIENT OR IN RESPECT
OF ANY OTHER PERSON OR ENTITY FOR ANY AND ALL CLAIMS, LOSSES, DAMAGES, COSTS
AND EXPENSES FROM ANY CAUSE OR REASON WHATSOEVER, REGARDLESS OF THE FORM OF
CLAIM, ACTION SUIT, OR PROCEEDING OR THE THEORY OR BASIS OF LIABILITY, SHALL BE
LIMITED TO AN AMOUNT EQUAL TO THE AGGREGATE OF THE IMMEDIATELY PRECEDING THREE
(3) MONTH’S FEE ACTUALLY PAID TO DFIN Solutions.
UNDER NO CIRCUMSTANCES WILL
DFIN Solutions BE LIABLE TO THE CLIENT OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL,
SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING, BUT
NOT LIMITED TO, LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, LOSS OF
BUSINESS REPUTATION OR GOODWILL, OR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS
OR SERVICES, OR FINES OR OTHER FEES PAYABLE TO A GOVERNMENT AGENCY OR REGULATORY
AUTHORITY EVEN IF DFIN Solutions HAS BEEN ADVISED OF THE POSSIBIILITY OF SUCH DAMAGES.
No action, suit or
proceeding against either Party shall be commenced by the other Party more than
one (1) year after Services are used which is the basis for such action, suit
or proceeding, or more than one (1) year after expiration or earlier
termination of this Agreement.
Indemnification
Client hereby agrees to
indemnify and hold harmless DFIN Solutions, its affiliates and their respective
directors, officers, employees, agents and independent contractors from and
against any lawsuits, claims, loss, damages or liabilities including, without
limitation, legal fees and expenses (collectively, “Loss”) (and all actions,
suits or proceedings (collectively, “Actions”) in respect thereof) to which
DFIN Solutions may become subject involving or related to or arising out of the use of
the Services by the Client, a User or another person or entity who has access
to the Service through Client’s account including, without limitation, (a) any
violation of this Agreement or Laws by the Client, a User or others who have
access to the Service through Client’s account, (b) any system abuse or other
use of the Service or the Internet and the placement or transmission of any
message, information, software, or other materials on the internet by the
Client, a User or by those who have access to the Service through Client’s
account, and (c) any claim based upon the alleged infringement of intellectual
property rights by Client, a User, or others who access the Service through
Client’s account.
This section shall survive
termination or earlier expiration of this Agreement or the Client’s account.
Force Majeure
Neither party shall be
liable for any delay or failure in performance of any part of this Agreement to
the extent such delay or failure is caused by an event of Force Majeure,
including but not limited to, fire, flood, explosion, accident, war, act of
terrorism, strike, embargo, governmental requirement, civil or military
authority, Act of God, inability to secure materials, labor or transportation,
acts or omissions of common carrier or warehouseman, failure of performance by
third-party supplier, or any other causes beyond its reasonable control.
This section shall survive
termination or earlier expiration of this Agreement or the Client’s account.
Conflict with Other
Documents; Change of TOS; Amendment
This Agreement is the sole agreement between the
parties concerning the matters contained herein and supercedes all previous
agreements and understandings concerning the matters contained herein and which
shall, upon the acceptance hereof by both parties, be void and of no further
force and effect. DFIN Solutions reserves the right to changes Services or these
TOS at any time upon advance notice by posting to this site. This Agreement
governs in case of conflict with any purchase order, invoice or any other
agreement or document. No oral or written representations, warranties,
agreements may be made contradicting, abridging or limiting this Agreement and
no amendments or other changes may be made to this Agreement, except in a
writing signed by a duly authorized officer of DFIN Solutions and the Client, regardless
of any course of conduct or trade practice between us, and any attempt to do so
shall be void and of no force and effect.
Governing Law and
Forum; Collection Costs
This Agreement shall be
governed by and interpreted in accordance with the laws of the State of New
York without regard to its choice of law provisions. The parties hereby agree
that the exclusive jurisdiction for all actions on claims hereunder or relating
hereto shall be the state and/or federal courts located in New York, New York. The
parties hereby irrevocably submit themselves to the jurisdiction of such courts
for such purposes and waive any objections to such jurisdiction on the basis of
forum non conveniens, or otherwise. If DFIN Solutions is
required to enforce the TOS or its rights, you agree it is reasonable to send
you legal notices and papers by electronic mail at your stated
address.
DFIN Solutions shall be entitled to
recover from Client all of its defense costs including, without limitation,
reasonable legal fees and expenses and court costs if you sue DFIN Solutions with
respect to this Agreement or the Services and don’t win.
This section shall survive
termination or earlier expiration of this Agreement or the Client’s account.
The Client has read and
understood the foregoing TOS. Client’s acceptance of the TOS entered in
electronic form, or a hardcopy duplicate in good form, shall be considered an
original document with authenticated signature entered into and performed in
New York County, New York and admissible into evidence as full and
unconditional agreement with the terms, conditions, disclaimers and limitations
of liability and remedies set forth in the TOS. Any provision found by a court
to be illegal or unenforceable shall automatically be deemed conformed to the
minimum requirements of law, and it, with all other provisions, shall be given
full force and effect. Waiver of a provision in one instance shall not preclude
DFIN Solutions’s enforcement of it on future occasions.
Copyright © 2016 DFIN Solutions
& Co., Inc. All Rights Reserved.
(No claim to original U.S.
Government works)
Last
Modified:
March 11, 2017.
Supercedes: April 8, 2005.
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