This is an agreement (“Agreement”) between you the
downloader (“Downloader”) and the owner of the materials (“User”) governing the
use of the materials (“Materials”) to be downloaded.
I. Acceptance of this Agreement
By downloading or otherwise accessing the Materials,
Downloader represents his/her acceptance of the terms of this Agreement.
II. Modification of this Agreement
Users may modify the terms of this Agreement at any time.
However, any modifications to this Agreement will only be effective for
downloads subsequent to such modification. No modifications will supersede any
previous terms that were in effect at the time of the Downloader’s download.
III. Use of the Materials
Use of the Materials is limited to viewing parts or the
whole of the content included in the Materials; verifying research results with
the content included in the Materials; and extracting any part of the content
included in the Materials EXCLUSIVELY
FOR USE IN ACADEMIC RESEARCH AND PUBLICATIONS.
In Use of the Materials, Downloader represents that:
is not bound by any pre-existing legal obligations or other applicable laws
that prevent Downloader from downloading or using the Materials;
will not use the Materials in any way prohibited by applicable laws;
has no knowledge of and will therefore not be responsible for any restrictions
regarding the use of Materials beyond what is described in this Agreement; and
B. Restrictions In his/her Use of
1. CANNOT USE THE
MATERIALS FOR COMMERCIAL PURPOSES OR TO DEVELOP COMMERCIAL PRODUCTS OR
2. cannot obtain
information from the Materials that results in Downloader or any third party(ies) directly or indirectly identifying any research
subjects, organizations, retailers, or data sources;
3. cannot produce connections or links among the information
included in User’s datasets (including information in the Materials), or
between the information included in User’s datasets (including information in
the Materials) and other third-party information that could be used to identify
any individuals or organizations, not limited to research subjects,
organizations, retailers, or data sources; and
4. cannot extract information from
the Materials that could aid Downloader in gaining knowledge about or obtaining
any means of contacting any subjects, organizations, retailers, or data
IV. Representations and Warranties
THE MATERIALS IS PROVIDED “AS IS” AND “AS AVAILABLE” AND
WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED
TO, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND
ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF
WHICH ARE EXPRESSLY DISCLAIMED.
WITHOUT LIMITING THE FOREGOING, USER DOES NOT WARRANT THAT:
(A) THE MATERIALS ARE ACCURATE, COMPLETE, RELIABLE OR CORRECT; (B) THE
MATERIALS FILES WILL BE SECURE ; (C) THE MATERIALS
WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (D) ANY DEFECTS OR ERRORS
WILL BE CORRECTED; (E) THE MATERIALS AND ACCOMPANYING FILES ARE FREE OF VIRUSES
OR OTHER HARMFUL COMPONENTS; OR (F) THE RESULTS OF USING THE MATERIALS WILL
MEET DOWNLOADER’S REQUIREMENTS. DOWNLOADER’S USE OF THE MATERIALS IS SOLELY AT
DOWNLOADER’S OWN RISK.
V. Limitation of Liability
IN NO EVENT SHALL USER BE LIABLE UNDER CONTRACT, TORT,
STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL THEORY WITH RESPECT TO THE
MATERIALS (I) FOR ANY DIRECT DAMAGES, OR (II) FOR ANY LOST PROFITS OR SPECIAL,
INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND
Downloader will indemnify and hold User harmless from and
against any and all loss, cost, expense, liability, or damage, including,
without limitation, all reasonable attorneys’ fees and court costs, arising
from the i) Downloader’s misuse of the Materials;
(ii) Downloader’s violation of the terms of this Agreement; or (iii)
infringement by Downloader or any third party of any intellectual property or
other right of any person or entity contained in the Materials. Such losses,
costs, expenses, damages, or liabilities shall include, without limitation, all
actual, general, special, and consequential damages.
VII. Dispute Resolution
This Agreement shall be governed by and interpreted in
accordance with the laws of the Commonwealth of Massachusetts (excluding the
conflict of laws rules thereof). All disputes under this Agreement will be
resolved in the applicable state or federal courts of Massachusetts. Downloader
consents to the jurisdiction of such courts and waives any jurisdictional or
venue defenses otherwise available.
VIII. Integration and Severability
This Agreement represents the entire agreement between
Downloader and User with respect to the downloading and use of the Materials,
and supersedes all prior or contemporaneous communications and proposals
(whether oral, written or electronic) between Downloader and User with respect
to downloading or using the Materials. If any provision of this Agreement is
found to be unenforceable or invalid, that provision will be limited or
eliminated to the minimum extent necessary so that the Agreement will otherwise
remain in full force and effect and enforceable.
User may assign, transfer or delegate any of its rights and
obligations hereunder without consent. No agency, partnership, joint venture,
or employment relationship is created as a result of the Agreement and neither
party has any authority of any kind to bind the other in any respect outside of
the terms described within this Agreement. In any action or proceeding to
enforce rights under the Agreement, the prevailing party will be entitled to
recover costs and attorneys’ fees.