1. Binding Agreement. These TOU constitute a legally binding agreement among you, Mergermarket (US) Ltd. (“MM”) and Mergermarket Limited ("MMUK," and together with MM, "we"). MM publishes the ACR and MMUK owns and operates the Web Site. We may modify these TOU without notice to you, so you are advised to check the TOU periodically.
2. Eligibility. You must be eighteen (18) years of age or over to subscribe to the ACR.
3. Term. These TOU will remain in full force and effect as long as you are a Subscriber. Certain of these TOU will continue to be in effect even if you terminate your subscription.
4. Ownership of ACR Content. MMUK owns all proprietary rights in the ACR and the Web Site. These rights include, without limitation, all trademark rights in the ACR name and logo, and all copyright and other rights in the ACR and any other content that we display or post on the site (“ACR Content”).
5. License to Use ACR Content
a. You may print out the current issue of the ACR or individual articles from any issue, subject to these TOU. However, you may not share any printed copy of any issue of the ACR or any printed individual article from any issue with any person that is not a subscriber to the ACR, including persons at your firm that are not subscribers to the ACR. For example, issues of the ACR and individual articles in such issues may not be printed and circulated within a department, firm or office. You may e-mail articles from the ACR to colleagues, clients and potential clients. However, you may not:
(i) e-mail any article from the ACR to more than one (1) recipient that is not a subscriber to the ACR, including individuals at your firm that are not subscribers (“Nonsubscribers”);
(ii) e-mail more than one (1) article from the ACR to any Nonsubscriber during any three-month period or during any trial subscription of the ACR; or
(iii) use the function on the ACR’s Web Site that enables e-mailing of articles to circumvent these TOU. You may not display or distribute any ACR Content unless expressly authorized in writing by MM and MMUK to do so.
b. You may not
(i) delete, add to, translate, or otherwise modify any ACR Content;
(ii) create any other content based on any ACR Content in any form or medium;
(iii) incorporate any ACR Content into any other content or material of any kind, in any form or medium;
(iv) sell or offer to sell any ACR Content;
(v) store any ACR Content on or save any ACR content to any disk drive or computer server; or
(vi) do anything with or to any ACR Content that isn’t expressly permitted by Section 5a.
c. You may not display the ACR name or logo for any purpose other than as part of any ACR Content.
6. Breach/Termination. If we discover that you have breached any part of Section 5, we may terminate your subscription without any refund of any previously paid subscription amount, and take whatever other actions we feel are necessary to protect our rights in the ACR Content, including, without limitation, bringing a lawsuit for infringement.
7. Representations and Warranties. You represent and warrant that you have the right, authority, and capacity to enter into and abide by these TOU.
8. Indemnity. You will indemnify MM and MMUK and hold MM and MMUK, its owners, subsidiaries, affiliates, officers, agents, and other partners and employees, harmless from any loss, liability, claim, demand, fees and expenses, including reasonable attorney's fees, made by any third party (which means anyone other than you or MM or MMUK) due to or arising out of your use of the Web Site, including, without limitation, any claim arising from your breach of these TOU, your breach of your representations and warranties set forth above, or your sharing of any information from the Web Site with any third party other than as permitted by these TOU. This obligation will survive termination of this Agreement, which means that even if you stop using the Web Site and the ACR Content, you will still be bound.
9. No Legal or Tax Advice. The ACR is prepared and provided for general informational and educational purposes only. The ACR does not and is not intended to provide or present specific legal or tax advice to any person or entity.
10. LIMITATION OF LIABILITY
a. UNDER NO CIRCUMSTANCES SHALL MM OR MMUK BE LIABLE FOR THE RESULTS OF ANY ACTIONS THAT YOU OR ANYONE TO WHOM YOU PROVIDE ACR CONTENT MAY TAKE OR ANY DECISIONS THAT YOU OR SUCH OTHER PERSON MAY MAKE BASED ON ANY ACR CONTENT OR BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THE WEB SITE OR ANY LINKS ON THE WEB SITE.
b. UNDER NO CIRCUMSTANCES SHALL MM OR MMUK BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF MM OR MMUK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM ANY ASPECT OF YOUR USE OF ANY ACR CONTENT OR THE WEB SITE OR THE USE OF ACR CONTENT OR THE WEB SITE BY ANY PERSON TO WHOM YOU PROVIDE ACR CONTENT. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. IN SOME JURISDICTIONS, LIMITATIONS OF LIABILITY ARE NOT PERMITTED, SO SOME OF THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU.
12. Governing Law, Jurisdiction, and Time Limit on Claims. If you have any dispute with MM or MMUK, the dispute will be governed by the laws of the State of New York without regard to its conflict of law provisions. You hereby submit to personal jurisdiction by and venue in the state and federal courts of the State of New York, City of New York. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the ACR Content or the TOU must be filed within one (1) year after such claim or cause of action arose or be forever barred.
13. Additional Terms. Our failure to exercise or enforce any right or provision of the TOU shall not constitute a waiver of such right or provision. If a court of competent jurisdiction holds any provision of the TOU invalid, the court should try to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOU will remain in full force and effect.