The ServiceCyberAlert, Inc. ("PROVIDER") will furnish CLIENT with online subscription services to monitor and "clip" articles on the Internet (the "Services"). The basic service is to consist of monitoring web publications and other web sites for one search topic (e.g.: one Boolean search specification), using established search engines and PROVIDER'S proprietary filtering technologies, delivering the result to individual subscribers ("Subscribers") within the CLIENT organization, and enabling CLIENT to maintain up to 3,500 citations and articles in a database accessible to CLIENT ("Basic Service").
The TermThe Services will commence on the date this Agreement is executed by CLIENT and continue for the number of months agreed to by the parties ("INITIAL TERM"). Unless either party delivers to the other written notice of cancellation at least 30 days before the expiration of this Initial Term, this Agreement shall automatically be renewed for successive monthly or annual periods. Ten days after termination of this Agreement, PROVIDER will purge any contents of CLIENT's database.
Fees and BillingThere is no charge for the 14-day Free Trial. No credit card is required or requested. No automatic billing will take place unless and until you order the subscription service.
If you choose to order the paid service, you agree to pay the monthly or annual subscription charges agreed to by the parties in advance in order to access SERVICES. Payment may be made using a valid credit card which PROVIDER accepts or by other payment method agreed to in advance by you and PROVIDER.
After you have placed a verbal or written order for the paid service, unless otherwise notified in advance by you to cancel the SERVICES, PROVIDER will automatically charge your account for renewal of your subscription for the next payment period (month, quarter or year). The renewal charge will be the same as the prior charge unless you are otherwise notified in advance. Payment for the monthly service plan is due on the first of the month or the first of the quarter if a quarterly plan.
Except as otherwise provided herein, subscription fees are non-refundable. In the event PROVIDER cannot charge your account or has not received payment within 30 days, we reserve the right to terminate your access to the SERVICES.
After initial 12-month term, PROVIDER reserves the right to increase fees, subscription fees, or to institute new fees at any time, upon reasonable notice to CLIENT.
PROVIDER'S PromisesPROVIDER shall supply Services to CLIENT with the following specifications:
PROVIDER will assist CLIENT in defining the search specifications and retains the right of final approval of all search strings to maintain quality control of the Services.
PROVIDER will deliver daily e-mail reports (the "CyberAlert Reports") to each individual Subscriber, and, if ordered, will also deliver the found citations to a password protected website (e.g.: http://clients.CyberAlert.com) with clip management capabilities for use by individual Subscribers only.
PROVIDER shall use good faith efforts to provide a comprehensive and accurate service, subject to the disclaimers in this Agreement; however, PROVIDER cannot assure that all relevant article postings and references will be found or that irrelevant article postings and references will not be delivered. From time to time delivery of the Services may be delayed due to scheduled or unscheduled maintenance or factors beyond PROVIDER's control.
CLIENT's Acknowledgments and DutiesCLIENT shall approve search specifications upon commencement of service and provide e-mail access for Subscribers.
CLIENT acknowledges that PROVIDER aggregates and distributes, but does not generate or edit the content of the subscription service, and that CyberAlert Reports furnished by PROVIDER represent the opinions of others and may contain inaccuracies, libelous material, profanity and pornography.
CLIENT understands and agrees that CyberAlert Reports are for internal review, analysis and research only. CLIENT shall not use CyberAlert to redistribute to others, publish, broadcast or sell any material received hereunder, or in any manner infringe on any copyrights or proprietary interests of any third party.
CLIENT indemnifies and holds PROVIDER harmless with respect to any claim by any and all third parties (including those parties who compose, create and/or transmit any message or communication which is the subject of a CyberAlert Report to CLIENT) arising out of or in connection with the CLIENT's publication, transmission, delivery or other use of any information or material contained in any CyberAlert Report furnished by PROVIDER to CLIENT pursuant to the terms and conditions of this Agreement. CLIENT specifically acknowledges and agrees that the provisions of the foregoing indemnification and hold harmless clause shall apply to any expense incurred by PROVIDER in connection with the defense of a claim. The foregoing indemnification and hold harmless clause shall survive beyond the termination or expiration of this Agreement.
CLIENT shall pay all amounts due upon receipt of invoice.
CLIENT invoices more than 30 days past due are subject to finance charge of 1.5 percent per month.
PROVIDER reserves the right to suspend Service if payments are thirty (30) or more days past due.
Disclaimers and Limited WarrantiesPROVIDER shall make no effort to substantiate the truthfulness of any report or endorse the content of any report.
PROVIDER PROVIDES NO WARRANTY OF ANY KIND. PROVIDER EXPRESSLY DISCLAIMS ALL WARRANTIES, OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PROVIDER EXPRESSLY DISCLAIMS RESPONSIBILITY FOR THE ACCURACY, TIMELINESS, OR ADEQUACY OF THE SERVICES OR THE INFORMATION FURNISHED THEREBY. CLIENT AGREES THAT IN NO EVENT SHALL PROVIDER BE LIABLE FOR ANY LOSS OR DAMAGES ARISING FROM THE USE OF THE SERVICES. PROVIDER SHALL HAVE NO LIABILITY FOR LOST PROFITS, SPECIAL OR CONSEQUENTIAL DAMAGES, FORESEEABLE OR NOT, REGARDLESS OF WHETHER SUCH DAMAGES RESULT FROM THE FAILURE OR INADEQUACY OF ANY EXCLUSION OR OTHER REMEDY. Provider reserves the right to suspend or terminate service at any time. The provisions of this section shall survive the termination or expiration of this Agreement.
Miscellaneous ProvisionsThis Agreement may be assigned by PROVIDER at any time, which shall not relieve CLIENT from its obligations under this Agreement.
In connection with this Agreement, PROVIDER and CLIENT anticipate disclosing to each other confidential and proprietary information and trade secrets. The recipient of any such proprietary information shall not communicate the same to any third party and will use commercially reasonable efforts and precautions to protect the confidentiality of all such proprietary information.
The relationship of CLIENT and PROVIDER is an independent contractual one only, based solely upon PROVIDER's delivery of the Services to CLIENT.
Accessing or using the Services signifies the acceptance of this Agreement by the party accessing or using the Services. PROVIDER is only willing to provide the services described in this Agreement on the terms specified in this Agreement.
Failure by PROVIDER to enforce any provision of this Agreement, for whatever reason, shall not affect the validity of PROVIDER's right to subsequent enforcement of that or any other provision of this Agreement.
This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut.