1.1. This Terms and Conditions Agreement ("Agreement") contains the complete terms and conditions that apply to an individual's or entity's use of The Daily Bankruptcy News ("Service") provided by BKINFORMATION.COM, LLC ("BKI"). As used in this Agreement, "We" means BKI, "You" means the person accessing The Daily Bankruptcy News, “Customer” means a person who has purchased a subscription to access BKI URLs marked with the notation “DBN Subscription Required” or similar notation, "Site" means any means for viewing the links electronically, including, but not limited to World Wide Websites, intranets or extranets, "Links" means the links, headlines, source names, and associated data delivered by BKI as a part of the Service, and "Publishers" refers to the creators of the articles to which we link.
1.2. There are no exceptions to the following terms and conditions, notwithstanding the date you may have integrated the Links, without written permission from BKI.
2. Use of Service.
You acknowledge that the Service contains links, descriptions and other material (collectively, the "Links") that are protected by copyright, trademark or other proprietary rights of BKI and third-party content providers.
You may not modify any of the Links, in whole or part. Specifically, You must display the Links as headline hyperlinks that connect via a BKI URL to the corresponding full-text article on the site where the article is published. The Links will only display each headline during the day or days such headline appears on the Publisher's Site and You may not otherwise display such headlines on Your Site at any other time.
You may not copy, publish, transmit, reproduce, distribute, redistribute, display, or in any way exploit any of the Links, in whole or in part, except as expressly permitted in this Agreement.
You may not sell, license, sublicense, assign, transfer or otherwise economically exploit any of the Links, in whole or in part, to any party regardless of that party's commercial status.
You may not use software programs to test the validity of the Links, or any other software programs that use the Links to view the original article of the Publisher, except as expressly permitted in this agreement or with prior written permission of BKI.
The Links may not be used on Sites which We determine to be unsuitable. Unsuitable Sites include those that:
BKI Intellectual Property.
a. The Links on the Service contain a link to the original publishers' sites via an intermediate link through the BKI domain. You may not delete, disable, modify or hide this intermediate link to the BKI Site without written permission from BKI.
Customer has purchased a license to use the Service for the benefit of the Users in Customer's organization, as specified in the applicable Order Form. We grant to Customer and each User a non-exclusive, non-transferable, limited right to access and use the Service in accordance with this License Agreement. This license shall be effective during the Term. Customer is solely responsible for selecting, purchasing, installing and maintaining the hardware, equipment, and other software necessary to use the Licensed Products, and for access and similar charges incurred under third party information provider subscription agreements. Our grant of any license to use any of the Service is subject to the following rights, exercisable in Our sole discretion: (a) the right to change, suspend, or discontinue any aspect of the Service at any time, including the availability of any feature, database, or Content.; and (b) the right to impose limits on or restrict access to any feature of the Service without notice or liability, including if We believe that a Customer or any User in Customer's organization has engaged in any conduct or activity that violates applicable law or any provision of this License Agreement.
a. Authorized end users may access the Service for their individual or personal use as permitted by this Agreement. Customer may not use the Service for commercial purposes, including, but not limited to, the sale of the Service or reproduction or distribution of the BKI URLs (or the Publisher’s URLs) in any form. Unless otherwise authorized in writing by Us, any routine or systematic distribution of more than 10% of the Service (including the BKI URLs and underlying Publisher URLs) is strictly prohibited.
b. Unless otherwise authorized in writing by Us, Customer may not and may not permit others to: reproduce, create derivative works from, perform, publish, transmit, distribute, sell (or participate in any sale), or otherwise access, use, or exploit any material retrieved from or contained in the Service in any manner whatsoever that may infringe any copyright or proprietary interest of Us or any Publisher; store any Content from the Service in any information storage and retrieval system; distribute the information contained in the Service to any Person who is not a Customer
3. Responsibility for your Site.
BKI is an independent provider of links to news articles. You are responsible for taking all reasonable precautions to ensure that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights).
The Service contains links to Sites on the Internet which are owned and operated by Publishers (the "External Sites"). You acknowledge that BKI is not responsible for the availability of any External Site. You should contact the site administrator or Webmaster for those External Sites if you have any concerns regarding such links or the Links located on such External Sites.
While we will make commercially reasonable efforts to maintain the currency, accuracy and availability of the Service, we make no representation that the operation of the Service will be uninterrupted or error-free, and We will not be liable for the consequences of any interruptions or errors. You will be solely responsible for the development, operation, and maintenance of your Site.
We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Service, even if we have been advised of the possibility of such damages. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the use of the Service on your Site other than in accordance with the terms and conditions of this Agreement.
SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES, THE LIABILITY OF BKI, THE PUBLISHERS, THIRD PARTY LINKS PROVIDERS AND THEIR RESPECTIVE AGENTS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our Site. We may also choose to use commercially reasonable efforts to notify all users under this Agreement via any email addresses you provide to BKI. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED UTILIZATION OF THE SERVICE FOLLOWING ANY CHANGE WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.
Termination of Service. BKI reserves the right, at its sole discretion, to restrict, suspend or terminate your access to all or any part of Links on the Service at any time for any reason without prior notice or liability.
Independent Investigation. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEBSITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEBSITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE SERVICE AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
7. Miscellaneous. This Agreement shall be construed in accordance with the laws of the State of California. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all previous written or oral agreements between the parties with respect to such subject matter. If any inconsistency exists between the terms of this agreement and any additional terms and conditions posted on the Service, such terms shall be interpreted as to eliminate any inconsistency, if possible, and otherwise, the additional terms and conditions shall control. In any legal action brought to enforce the terms and conditions of this Agreement, the prevailing party shall be entitled to recover its reasonable costs and fees, including attorney fees