The terms and conditions listed below govern use of the online services (the “Online Services”) and materials available therein (“Materials”) provided by DIDD, LLC and its affiliated companies (collectively “DIDD”). The terms “you” and “your” in uppercase or lowercase shall mean the person or entity (e.g., company, corporation, partnership, sole proprietor, etc.) using Materials from DIDD. The “User Agreement” shall consist of these General Terms and Conditions.
1.1 You and your Authorized Users (defined below in Section 2.1) are granted a nonexclusive, nontransferable, limited right to access and use for research purposes the Online Services and Materials made available to you. The rights granted to each Authorized User are as follows:
(a) The right to electronically display Materials retrieved from the Online Services for the Authorized User’s individual use. Notwithstanding the foregoing, an Authorized User may display a de minimis amount of the Materials on an incidental, infrequent basis for non-commercial purposes to other Authorized Users so long as the Authorized Users are in the same physical location and the mode of display is not through the Internet, an intranet or other types of networking communication;
(b) The right to email, fax, download or make printouts and the right to create a single printout of Materials accessed or downloaded by any other means (collectively, "Authorized Printouts");
(c) With respect to Materials that are subject to copyright from other parties (collectively, "Third Party Materials"), the right to download and store in machine-readable form, primarily for that Authorized User’s exclusive use, a single copy of insubstantial portions of those Third Party Materials included in any individually searchable file or content source in the Online Services to the extent the storage of those Third Party Materials is not further limited or prohibited. The storage may continue so long as the Third Party Materials are needed for purposes contemplated under this User Agreement;
(d) With respect to all Materials other than Third Party Materials, the right to download and store in machine readable form for no more than 180 days, primarily for that Authorized User’s exclusive use, a single copy of insubstantial portions of those Materials included in any individually searchable file or content source in the Online Services, to the extent the storage of those Materials is not further limited or prohibited;
(e) Notwithstanding anything to the contrary herein, the right to (1) excerpt or quote insubstantial portions of Materials in documents prepared in the ordinary course of your business to the extent permitted by applicable copyright law; (2) distribute Authorized Printouts to persons who are not Authorized Users (including by emailing) on an occasional, infrequent basis as permitted by applicable copyright law; and (3) store Materials for periods in excess of the periods set forth above to the extent required for legal or regulatory compliance provided all other Materials are purged promptly upon the expiration of this User Agreement; and
(f) For the avoidance of doubt, downloading and storing Materials in an archival database is prohibited. The Online Services and the Materials are protected by copyright, intellectual property laws, and other laws that prevent unauthorized access and use. If you are not an Authorized User, you are not permitted to access or use the Online Services for any purpose whatsoever. If you nevertheless access and use the Online Services or Materials without authorization, your access and use will be governed by these General Terms and Conditions and you will be liable to DIDD for any breach of the General Terms and Conditions as well as for unauthorized access and potentially payment for use at rates that may become applicable.
1.2 To the extent permitted by applicable copyright law, you and your Authorized Users may make copies of Authorized Printouts and distribute Authorized Printouts and copies.
1.3 Except as specifically provided in Sections 1.1 and 1.2, you and your Authorized Users are prohibited from downloading, emailing, faxing, storing, reproducing, transmitting, displaying, copying, distributing, or using Materials retrieved from the Online Services. You may not exploit the goodwill of DIDD, including its trademarks, service marks, or logos without the express written consent of DIDD. Additionally, under no circumstances may you or any Authorized User offer any part of the Online Services or Materials for commercial resale or commercial redistribution in any medium or use the Online Services or the Materials to compete with the business of DIDD.
1.4 All right, title, and interest (including all copyrights, trademarks and other intellectual property rights) in the Online Services and Materials in any medium belongs to DIDD or its third party suppliers of Materials. Neither you nor your Authorized Users acquire any proprietary interest in the Online Services, Materials, or copies thereof, except the limited rights granted herein.
1.5 Neither you nor your Authorized Users may use the Online Services or Materials in any fashion that infringes the intellectual property rights or proprietary interests of DIDD or any third party. Your use of the Online Services and Materials must comply with all applicable laws, rules or regulations.
1.6 Neither you nor your Authorized Users may remove or obscure the copyright notice or other notices contained in Materials.
2.1 Only you or your employees, temporary employees, students, partners/members, and contractors dedicated to performing work exclusively for you (to the extent those categories of persons are appropriate to your situation) are eligible to access and use the Online Services and Materials (“Eligible Persons”). The term “Authorized User” means an Eligible Person whom you have identified to DIDD. You are responsible for all use of the Online Services accessed with your credentials or those of your Authorized Users, including associated charges.
2.2 Use of the Online Services or access to the Materials via mechanical, programmatic, robotic, scripted or any other automated means is strictly prohibited. Unless otherwise agreed to by DIDD in writing, use of the Online Services is permitted only via manually conducted, discrete, individual search and retrieval activities.
2.3 The Online Services, Materials, and feature functionality within the Online Services may be enhanced, added to, withdrawn, or otherwise changed by DIDD without notice.
3.1 DIDD represents and warrants that it has the right and authority to make the Online Services and Materials available to you and your Authorized Users as authorized expressly by this User Agreement.
3.2 EXCEPT AS OTHERWISE PROVIDED IN SECTION 3.1, THE ONLINE SERVICES AND MATERIALS ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS AND DIDD AND EACH THIRD PARTY SUPPLIER OF MATERIALS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
4.1 A Covered Party (as defined below) shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from (a) any errors in or omissions from the Online Services or any Materials available or not included therein, (b) the unavailability or interruption of the Online Service or any features thereof or any Materials, (c) your or an Authorized User’s use of the Online Services or Materials, (d) the loss or corruption of any data or equipment in connection with the Online Services, (e) the content, accuracy, or completeness of Materials, all regardless of whether you received assistance in the use of the Online Service from a Covered Party, (f) any delay or failure in performance beyond the reasonable control of a Covered Party, or (g) any content retrieved from the Internet even if retrieved or linked to from within the Online Services.
4.2 "Covered Party" means (a) DIDD and any officer, director, employee, subcontractor, agent, successor, or assign of DIDD; and (b) each third party supplier of Materials, third party alliance entities, their affiliates, and any officer, director, employee, subcontractor, agent, successor, or assign of any third party supplier of Materials or third party alliance entity or any of their affiliates.
4.3 TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL THE AGGREGATE LIABILITY OF THE COVERED PARTIES IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO THE ONLINE SERVICES OR MATERIALS OR THIS SUBSCRIPTION AGREEMENT EXCEED THE LESSER OF YOUR ACTUAL DIRECT DAMAGES OR THE AMOUNT YOU PAID FOR THE ONLINE SERVICES IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE. YOUR RIGHT TO MONETARY DAMAGES IN THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU MAY HAVE AGAINST ANY COVERED PARTY.
4.4 TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, NEITHER YOU NOR THE COVERED PARTIES WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE ONLINE SERVICES, MATERIALS, OR THE FAILURE OF ANY COVERED PARTY TO PERFORM ITS OBLIGATIONS. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO A PARTY’S INDEMNITY OBLIGATIONS OR YOUR (AND YOUR AUTHORIZED USERS') INFRINGEMENT OF INTELLECTUAL PROPERTY OR MISAPPROPRIATION OF PROPRIETARY DATA BELONGING TO DIDD OR ITS THIRD PARTY SUPPLIERS.
4.5 Notwithstanding anything to the contrary in this Section 4: (a) If there is a breach of the warranty in Section 3.1 above, then DIDD at its option and expense, shall either defend or settle any action and hold you harmless against proceedings or damages of any kind or description based on a third party’s claim of patent, trademark, service mark, copyright or trade secret infringement related to use of the Online Services or Materials, asserted against you by such third party provided: (i) all use of the Online Services and Materials was in accordance with this User Agreement; (ii) the claim, cause of action or infringement was not caused by you modifying or combining the Online Services or Materials with or into other products or applications not approved by DIDD; (iii) you give DIDD prompt notice of any such claim; and (iv) you give DIDD the right to control and direct the investigation, defense and settlement of each such claim. You, at DIDD's expense, shall reasonably cooperate with DIDD in connection with the foregoing.
(b) In addition to Section 4.5(a), if the Online Services or the operation thereof become, or in the opinion of DIDD are likely to become, the subject of a claim of infringement, DIDD may, at its option and expense, either: (i) procure for you the right to continue using the Online Services, (ii) replace or modify the Online Services so that they become non-infringing, or (iii) terminate this User Agreement on notice to you and grant you a pro-rata refund or credit (if either is applicable) for any pre-paid fees or fixed charges.
(c) The provisions of Sections 4.5(a) and (b) shall constitute your sole and exclusive remedy for the respective matters specified therein.
5.1 These General Terms and Conditions may be changed from time to time as described below or by written agreement. Charges and payment terms may be levied or changed; all other provisions may be changed by DIDD immediately upon notice to you. If any changes are made to this User Agreement, such changes will: (a) only be applied prospectively; and (b) not be specifically directed against you or your Authorized Users but will apply to all similarly situated DIDD customers using the Online Services. You may terminate this User Agreement upon written notice to DIDD if any change to these General Terms and Conditions is unacceptable to you. For termination to be effective under this Section 5.1, written notice of termination must be provided to DIDD within 90 days of the effective date of the change. Continued use of the Online Services following the effective date of any change constitutes acceptance of the change but does not affect the foregoing termination right. Except as provided above, this User Agreement may not be supplemented, modified or otherwise revised unless signed by duly authorized representatives of both parties. Furthermore, this User Agreement may not be supplemented, modified or otherwise revised by email exchange even if the email contains a printed name or signature line bearing signature-like font. The foregoing does not prohibit the execution of electronic contracts bearing electronic signatures of authorized representatives of both parties, provided such signatures include digital certifications or are otherwise authenticated.
5.2 You or DIDD may terminate this User Agreement at any time in accordance with this Section 5.2. The effective date of termination shall be immediately after the receipt of written notice of termination, unless a later date is specified in the notice. DIDD may temporarily suspend or discontinue providing access to the Online Services to any or all Authorized Users in breach of this User Agreement without notice and DIDD may pursue any other legal remedies available to it.
5.3 All notices and other communications hereunder shall be in writing or displayed electronically in the Online Services by DIDD. Notices shall be deemed to have been properly given on the date deposited in the mail, if mailed; on the date first made available, if displayed in the Online Services; or on the date received, if delivered in any other manner. Legal notices to DIDD should be sent to DIDD, LLC Attn: Chief Legal Officer: 48 W Market Street #220, Salt Lake City, 84101
5.4 The failure of you, DIDD, or any third party supplier of Materials to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.
5.5 Neither you nor any Authorized User may assign your rights or delegate your duties under this User Agreement without the prior written consent of DIDD, which consent shall not be unreasonably withheld. This User Agreement and any amendment thereto shall be binding on, and will inure to the benefit of the parties and their respective successors and permitted assigns.
5.6 DIDD's ability to provide Materials is regulated by a variety of privacy, data protection, and other laws in a variety of jurisdictions (“Data Laws”) and by the licenses under which it obtains Materials (“Licenses”). You acknowledge that DIDD will perform a due diligence review of your account upon registration and that the due diligence review will be heightened if you desire to access sensitive, non-public Materials. You also acknowledge that DIDD will perform periodic reviews of you and your Authorized Users’ use of Materials subject to Data Laws or Licenses (“Regulated Data”) in order to comply with Data Laws and license restrictions, and that the review may include asking you or your Authorized Users to verify that use of Regulated Data was for a permissible purpose. You and your Authorized Users will cooperate with DIDD in any such due diligence or regulatory review and will promptly produce all relevant records and documentation reasonably requested by DIDD. All reviews will be at DIDD’s expense. If there is any failure to cooperate with DIDD, or if any review reveals the lack of a permissible purpose to access Regulated Data, DIDD may deny access to the Online Services or to Regulated Data. DIDD will be under no obligation to reduce any fees payable by you to the extent that it is unable to provide Regulated Data to you based solely on your non-cooperation.
5.7 This User Agreement shall be governed by and construed in accordance with the laws of the State of Utah regardless of the law that might otherwise apply under applicable principles of conflicts of law.
5.8 This User Agreement will be enforced to the fullest extent permitted by applicable law. If any provision of this User Agreement is held to be invalid or unenforceable to any extent, then (a) such provision will be interpreted, construed and reformed to the extent reasonably required to render it valid, enforceable and consistent with its original intent and (b) such invalidity or unenforceability will not affect any other provision of this User Agreement.
5.9 Where applicable, each affiliated company of DIDD and each third party supplier of Materials has the right to assert and enforce the provisions of this User Agreement directly on its own behalf as a third party beneficiary.
5.10 This User Agreement constitutes the entire agreement of the parties with respect to its subject matter and replaces and supersedes any prior written or verbal communications, representations, proposals or quotations on that subject matter.