TERMS OF USE
Welcome to the website (the "Site") operated by E9 Insight LLC ("E9", "we", "our", or "us"). Please read the following terms and conditions of use ("Terms") carefully as they contain the legal terms and conditions that you agree to when you access the Site or use any other E9 services provided to you by E9 through the Site (collectively, the "Service").
In some cases, your right to access and use the Service is provided on behalf of a third-party customer of E9 ("Customer") pursuant to an agreement between E9 and Customer ("Customer Agreement"). In the case of any inconsistencies between these Terms and any applicable Customer Agreement, the Customer Agreement will govern and take precedence.
1. Service.
a. License. The Service includes, access to, or use of, certain articles, notes, documents, updates, text, images, html, data, databases, email messages, advertisements and other contents, resources, materials, know-how and services made available via the Site or Service ("Content"). Subject to your compliance with these Terms and subject to the terms and conditions of any applicable Customer Agreement, E9 grants to you, for so long as these Terms remain in place, a non-exclusive, non-transferable, non-sublicenseable right to access and use the Service solely: (i) for your own internal business purposes, or (ii) in the case of a Customer Agreement, for the internal business purposes of the applicable Customer on whose behalf you are entitled to access or use the Service. You may access or use the Service only while these Terms remain in effect. Under no circumstances shall you have any rights of any kind in or to the Site, the Service, or the Content after any termination or expiration of your agreement to these Terms for any reason.
b. Access. You are authorized to access and use the Service solely by using the unique user identification name and password ("User ID") assigned to you. If you do not have a User ID, you are not authorized to access or use the Service. You are responsible for ensuring the security and confidentiality of your User ID. Unless specified otherwise in a Customer Agreement, you are not permitted to share your User ID with any third party, including other employees, contractors, or other personnel of Customer. You will use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, and shall notify E9 promptly of any such unauthorized use. You are responsible for all activities that occur under your User ID.
c. Availability. E9 uses reasonable efforts to ensure that the Service is available 24 hours a day, 7 days a week. However, there will be occasions when the Service will be interrupted for maintenance, upgrades and emergency repairs or due to failure of telecommunications links and equipment that are beyond the control of E9. E9 will use reasonable commercial efforts to minimize such disruption where it is within the reasonable control of E9. You agree E9 shall not be liable to you for any modification, suspension or discontinuance of the Service. You understand and agree that the Service is provided "AS-IS" without any warranty of any kind.
2. Proprietary Rights.
a. Ownership. As between you, E9 and Customer (as applicable), the Service, the Content and all worldwide intellectual property rights therein, are the exclusive property of E9 and its licensors. All rights in and to the Service and Content not expressly granted in these Terms are reserved by E9 and its licensors.
b. Restrictions. Except as expressly permitted in these Terms, in an applicable Customer Agreement or as otherwise authorized by E9 in writing, you will not, and will not permit any third party to: (a) copy, modify, adapt, alter, translate, or create derivative works from the Service or Content; (b) sublicense, lease, rent, loan, sell, distribute, make available or otherwise transfer the Service or Content to any third party, (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Service; (d) interfere in any manner with the operation of the Service; (e) remove, alter, or obscure any proprietary notices (including copyright notices) of E9 or its licensors contained within the Service or Content; or (f) otherwise use the E9 Service or the Content except as expressly allowed under these Terms or an applicable Customer Agreement.
c. External Links. From time to time E9 may provide links that will take you to third-party websites. These links are provided for your convenience only. If you decide to access linked websites you do so at your own risk. E9 does not endorse or take responsibility for the content on other websites or the availability of other websites and you agree that E9 is not liable for any loss or damage that you may suffer by using other websites. In particular, (i) E9 makes no warranty that any third-party software you download or website you visit will be free of any contaminating or destructive code, such as viruses, worms or Trojan horses and (ii) E9 notifies you that it is your responsibility to become familiar with any website's privacy and other policies and terms of service, and to contact that site's webmaster or site administrator with any concerns.
3. Indemnity. You will defend, indemnify and hold harmless E9 and its officers, directors, employees and agents from and against any claims, liabilities, losses, damages, judgments, awards, fines, penalties, costs and expenses (including reasonable attorneys' fees and defense costs) which may be sustained or suffered by any of them arising out of or based upon your access to and use of the Service or Content in violation of these Terms.
4. Amendment of Terms. You agree that E9 retains the right to amend these Terms and the Service at any time, for any reason, and without notice, and the right to terminate the Site or any part of the Site. You agree to review the posting of these Terms at radar.e9insight.com/termsofuse periodically to be aware of such changes. Your continued use of the Site, Service, or Content following a modification to these Terms constitutes your acceptance of any amendments, additions, or modifications to these Terms. Any amendments or modifications made by E9 shall be prospective only. You will be bound by all such modifications, whether or not you have notice thereof.
5. Suspension and Termination of Access and Membership. E9 reserves the right to suspend or terminate your access to and use of the Service, at any time, without notice, for any reason, including but not limited to the following: (a) breach of these Terms, including policies or guidelines set forth by E9 elsewhere; or (b) Conduct that E9 believes is harmful to other users of the Service or the business of E9 or other third party information providers. In the event that your access to the Service is provided in connection with a Customer Agreement, your rights under this these Terms shall automatically terminate automatically upon termination or expiration of the applicable Customer Agreement. E9 shall not be liable to you or any third party for any termination of your access to the Site. E9 reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that E9 shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service. Upon termination of your right to access or use the Service, you will immediately cease any use of the Content and will promptly destroy any Content in your possession or control. Upon request by E9, you will certify that you have ceased such use of the Content and destroyed all such Content in your possession or control.
6. Limitation of Liability. YOU ACKNOWLEDGE, BY YOUR USE OF THE SITE OR SERVICE, THAT YOUR USE OF THE SITE OR SERVICE AND ANY RELIANCE UPON EITHER IS AT YOUR SOLE RISK, THAT YOU ASSUME FULL RESPONSIBILITY FOR ALL COSTS ASSOCIATED WITH ALL NECESSARY SERVICING OR REPAIRS OF ANY EQUIPMENT YOU USE IN CONNECTION WITH YOUR USE OF THE SITE OR SERVICE. YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL E9 BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, IMAGES, DATA OR OTHER INTANGIBLES, EVEN IF E9 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, THAT RESULT FROM THE USE OR THE INABILITY TO USE THE SITE OR THE SERVICE, FROM ANY CHANGES TO THE SITE OR THE SERVICE OR FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT. YOU SPECIFICALLY ACKNOWLEDGE THAT DOWN-TIME AND COMPUTER VIRUSES ARE RISKS INHERENT IN THE USE OF THE INTERNET AND SOFTWARE PRODUCTS, AND YOU AGREE TO ASSUME RESPONSIBILITY FOR ANY HARM OR DAMAGES OF ANY KIND OR CHARACTER WHATSOEVER RESULTING FROM THESE POSSIBLE HARMS. YOU ALSO SPECIFICALLY ACKNOWLEDGE THAT YOU MAY BE DISCLOSING SENSITIVE, PRIVATE AND CONFIDENTIAL INFORMATION ABOUT YOURSELF IN YOUR USE OF THE SITE AND THE SERVICE AND YOU AGREE TO ASSUME RESPONSIBILITY FOR ANY HARM OR DAMAGES OF ANY KIND OR CHARACTER WHATSOEVER RESULTING FROM YOUR RELEASE OF SUCH CONTENT. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF INCIDENTAL, CONSEQUENTIAL OR OTHER TYPES OF DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. If you are dissatisfied with the Site or the Service or with any of these terms, or feel E9 has breached these Terms, your sole and exclusive remedy is to discontinue using the Service. The total liability of E9 to you for any claim arising from or relating to these Terms or use of the Service shall not exceed the greater of $100.00 USD, or the amount paid by you for the Service. It is the intention of you and E9 that this provision be construed by a court as being the broadest limitation of liability consistent with applicable law.
7. Disclaimers. E9 HEREBY DISCLAIMS, ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY REGARDING THE CONTENT AND THE E9 SERVICE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY OF CONTENT AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN SECTION 4.1, ACCESS TO THE E9 SERVICE AND CONTENT IS PROVIDED "AS IS" WITH ALL FAULTS. CUSTOMER UNDERSTANDS THAT THE CONTENT IS PROVIDED FOR REFERENCE PURPOSES ONLY AND DOES NOT CONSTITUTE LEGAL ADVICE. E9 IS NOT RESPONSIBLE FOR ANY ACTION OR INACTION TAKEN BY CUSTOMER AS A RESULT OF THE E9 SERVICE OR THE CONTENT.
8. General.
a. Applicable Law and Jurisdiction. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Site or the Service or these Terms must be brought, if at all, within one year from the accrual of the claim or cause of action or be forever barred. You and E9 agree that these Terms and any claims hereunder shall be governed by and subject to the laws of the state of Colorado, without giving effect to any principles of conflicts of law.
b. No Resale of Service. You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Service, use of the Service, or access to the Service.
c. Independent Contractors. No joint venture, partnership, employment, or agency relationship exists between you and E9 as a result of these Terms or use of the Site or the Service.
d. Enforcement. If any legal action is brought to enforce these Terms, the prevailing party will be entitled to reimbursement of its attorneys' fees, court costs, and other collection expenses, in addition to any other relief it may receive from the other party.
e. Force Majeure. E9 will not be liable by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, material shortages or any other cause which is beyond E9's reasonable control.
f. Waiver. The failure of E9 to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by E9 in writing.
g. Construction. The headings of Sections of these Terms are for convenience and are not to be used in interpretation.
h. Entire Agreement. These Terms constitute the entire agreement between you and E9 and govern your use of the Site and the Service, superseding any prior agreements between you and E9. The failure of E9 to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, you and E9 nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms shall remain in full force and effect.
i. Contact. If you have any questions about these terms, please contact us at inquiries@e9insight.com.