Terms of Service

 Terms of Service

Equisolve Services.

Client agrees to make available Equisolve Services to all Subscribers / visitors only while this Agreement is in effect. Equisolve may, at its discretion, make such modifications (including changes in the content) to the Equisolve Services as it deems to be commercially required or desirable from time to time during the term of this Agreement.

LICENSES 

Product License. Equisolve hereby grants Client, a non-exclusive, non-transferable license, subject to the terms of this Agreement, to use and display Equisolve Services during the Term, and subject to the terms and conditions, of this Agreement.  Client agrees that all right, title and interest in and to Equisolve Services and Equisolve Marks, including intellectual property rights, is and shall remain the exclusive property of Equisolve. Without limiting the foregoing, and except as allowed by this Agreement, Client or Subscribers are not entitled to and shall not make any modifications or changes of any kind to Equisolve Services or Equisolve Marks, nor to create any derivative works based upon or relating to Equisolve Services or Equisolve Marks, without the prior express written consent of Equisolve.

TERM 

Terms. The term of this Agreement will be for the period specified in the Purchase Order.

MAINTENANCE OF Equisolve Services 

Maintenance. Equisolve will use commercially reasonable efforts to correct any material malfunctions in Equisolve Services during the Term, provided that such malfunction is attributable solely to Equisolve. If Equisolve determines, in its sole discretion reasonably exercised, that it cannot or will not correct a Equisolve Services malfunction to the reasonable satisfaction of Client, Client may terminate this Agreement without incurring any further liability hereunder.

PRICING 

Pricing; Taxes. Client shall pay to Equisolve the fees set forth in the Purchase Order.  All amounts in the Purchase Order are stated and payable in U.S. dollars. Prices are subject to adjustment in the event content producers or Information Providers levy new or increased fees for the use of their data.  Any sales or personal property taxes, internet sales or similar taxes, goods and services taxes or value added taxes, use taxes, excise taxes or duties or other similar taxes or charges payable under this Agreement and interest and penalties thereon shall be the obligation of Client.

CONFIDENTIALITY 

Requirements.  During the term of this agreement, each party (the "Receiving Party" as the case may be) shall keep confidential, and other than as provided herein shall not use or disclose, directly or indirectly, any trade secrets, confidential or proprietary information, or any other knowledge, information, documents or materials, owned, developed or possessed by the other party (the "Disclosing Party" as the case may be), whether in tangible or intangible form, or material relating to information protected by the Gramm-Leach-Bliley Act or other said legislation pertaining to the confidentiality of financial industry information, the confidentiality of which takes reasonable measures to protect.  Each party shall take any and all lawful measures to prevent the unauthorized use and disclosure of such information. 

These provisions shall not apply to knowledge, information, documents or materials which the Receiving Party can conclusively establish:  (i) have entered the public domain without a breach by the Receiving Party of any obligation owed to the Disclosing Party; (ii) have become known to the Receiving Party prior to the Disclosing Party's disclosure of such information to Receiving Party; (iii) are permitted to be disclosed by prior written consent of the Disclosing Party; (iv) have become known to the Receiving Party from a source other than the Disclosing Party other than by breach of an obligation of confidentiality owed to the Disclosing Party; (v) are disclosed by the Disclosing Party to a third party without restrictions on its disclosure; or (vi) are independently developed by the Receiving Party without breach of this Agreement.

LIMITATION OF LIABILITY

Accuracy/Reliability. Client acknowledges that Equisolve, the Information Providers and their respective Related Parties, will not be held liable for any Damages suffered or incurred by Client, Subscribers, Users or any third Person arising out of: (a) any faults, interruptions or delays in Equisolve Services or the Equisolve Site or (b) any inaccuracies, errors or omissions in Equisolve Services or the Equisolve Site, however such faults, interruptions, delays, inaccuracies, errors or omissions arise.

Client accepts Equisolve Services and the information therein "as is". Equisolve does not warrant the accuracy, completeness or timeliness of Equisolve Services or the Information therein.

Acts of God. Neither party will be liable for any failure to perform any obligation (other than payment obligations) hereunder, or from any delay in the performance of any obligation (including payment obligations), due to causes beyond its control, including industrial disputes of whatever nature, acts of God, public enemy, acts of government, failure of telecommunications or electrical sources, fire or other casualty.

Exclusion of Warranties. Except as expressly stated in this Agreement, there are no warranties, conditions, or representations as to merchantability, fitness for a particular purpose or other warranties, conditions, or representations, whether express or implied, oral or in writing.  Each party acknowledges that it has not relied upon any warranty, condition, or representation made by the other except as specifically set forth in this Agreement.

Special Damages. Under no circumstances will Equisolve, its Related Parties, its Information Providers or their respective Related Parties be liable for any indirect, incidental, special or consequential damages with respect to the provision of Equisolve Services to Client and Subscribers, including lost profits regardless of whether such damages could have been foreseen or prevented.

Aggregate Liability. Notwithstanding any provision contained herein to the contrary, in no event will the aggregate liability of Equisolve, and its Related Parties to the Client or to any Subscribers, members or users for actions, causes of action, contracts, liabilities, losses, claims, suits, costs, expenses, demands, awards and damages of whatever nature or kind and howsoever arising exceed the price of one month of service.

As some states of the United States and some countries do not allow the exclusion or limitation of the liability for consequential or incidental damages, the above disclaimer may not apply. Any warranties that by law survive the foregoing disclaimers shall terminate one day from the date the Equisolve Services code is offered for use on the Client's web site.

REPRESENTATIONS AND WARRANTIES

Mutual Warranties. Each party represents and warrants to the other as of the date hereof that it has the capacity and authority to enter into the within Agreement and that the said Agreement constitutes a valid and binding Agreement enforceable in accordance with its terms. Further, each party warrants that the execution, delivery and performance of this Agreement does not and will not violate any applicable Law, judgment, injunction, order or decree.

INDEMNIFICATION

Disclaimer and Indemnification by Client. Client's Websites will display a disclaimer in a form acceptable to Equisolve with respect to Equisolve's limitation of liability in an attempt to protect Equisolve from damages or costs resulting from or arising out of claims by Subscribers relating to the accuracy, completeness or timeliness of Data; and Client will indemnify and hold Equisolve and its affiliated companies harmless from and against all damages, including costs resulting from or arising out of (a) any infringement of any third Person Intellectual Property Rights; or (b) any misrepresentation or breach of representation, warranty, covenant, or Agreement by Client herein.

Indemnification by Equisolve. Equisolve will indemnify and hold Client its affiliated companies harmless from and against any and all Damages resulting from or arising out of (a) claims that Equisolve Services infringe any Intellectual Property Rights; provided, that (i) the relevant claim does not arise from any modification to the Equisolve Services made by Client or any Person receiving Information through Client; and (ii) if the claim is based upon Information obtained from a third Person, Equisolve's obligation to Client will be to assign to Client the indemnity, if any, which Equisolve received from the third party provider, if such indemnity is assignable and, if such indemnity is not assignable then Equisolve shall have no obligation to indemnify Client; (b) any misrepresentation or breach of representation, warranty, covenant, or Agreement by Equisolve herein.

Participation. The Parties will cooperate, and cause their respective affiliated companies to cooperate, in the defense or prosecution of any claim by or against a third person including the timely provision of notice as to the existence of any such claim. Each Party will have the right to participate, at its own expense, in the defense or settlement of any claim by or against a third person.

TERMINATION

Grounds for Termination. Either party may terminate this Agreement immediately, without further obligation to the other party in the event of:

any breach of this Agreement by the other party that is not substantially remedied within thirty (30) days' notice of such breach in writing;

the other party's making an assignment for the benefit of its creditors, the filing of a voluntary or involuntary petition under the bankruptcy or insolvency law, under the reorganization or arrangement provisions or under the provisions of any law of like import in connection with the other party, or the appointment of a trustee or receiver for the other party or its property; or

Termination by Equisolve. Equisolve may, without limiting any other remedies it may have, terminate this Agreement immediately without any notice requirement and without further obligation to Client if Client is in breach of any provision of this Agreement.

Effect of Expiry or Termination.  Notwithstanding anything contained in this Agreement, any and all rights, title and interest granted to Client under or pursuant to this Agreement shall automatically revert to Equisolve upon the termination of this Agreement and Client shall discontinue use of Equisolve Services.

GENERAL

Similar Agreements. Nothing will be deemed to limit or restrict Equisolve from entering into agreements with any other Person including agreements with other Persons to provide or offer similar services.

Entire Agreement. This Agreement and any and all addenda, schedules or exhibits attached hereto represent the entire agreement of the parties regarding the subject matter hereof. There are no other oral or written collateral representations, agreements, or understandings regarding the subject matter hereof.

Law. This Agreement will be governed by and construed in accordance with the laws of the State of Florida. The parties hereby consent to the exclusive jurisdiction of the courts of the State of Florida, for the purpose of any action or proceeding brought by either of them in connection with this Agreement.

Notices. All notices, requests and other communications to any party hereunder will be in writing and will be given to such party at its address, email address, or facsimile number set forth in the Purchase Order or at such other address or facsimile number as such party may hereafter specify for such purposes.

Assignments. This Agreement will be binding upon and inure to the benefit of the parties, their respective heirs, personal representatives, successors and assigns. Neither party may assign any of its rights or delegate any of its duties under this Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld. In the event of any merger, consolidation, take-over or other corporate restructuring including, without limitation, continuance into any jurisdiction involving either party or any sale or other transfer of all or substantially all of the assets of either party or any change in control of either party, this Agreement and the rights and duties hereunder shall be assignable by that party without the prior consent of the other party.

Amendments; Waivers. This Agreement may not be amended, modified or superseded, unless expressly agreed to in writing by both parties. No provision of this Agreement may be waived except by an instrument in writing executed by the party against whom the waiver is to be effective. The failure of either party at any time or times to require full performance of any provision hereof will in no manner affect the right of such party at a later time to enforce the same.

Severability. If any provision or term of this Agreement, is held to be invalid, illegal or unenforceable for any reason whatsoever, it shall be modified rather than invalidated, if possible, to give effect to the interests of the parties to the extent possible, and if not modifiable, it shall be severed. In any event, of the remainder of this Agreement will not be affected and shall be deemed valid and enforceable to the extent such result is equitable.

Survival. The provisions of the Confidentiality, Indemnification and Limitations of Liabilities Sections and all disclaimers and indemnities contained herein or in any schedules to this Agreement will survive the termination of this Agreement.