WHITEBOARD ADVISORS LLC
ONLINE LICENSE & SUBSCRIPTION AGREEMENT
BY COMPLETING THIS ELECTRONIC PROCESS AND CLICKING THE ACCEPTANCE BUTTON, YOU REPRESENT AND WARRANT THAT YOU: (i) ARE 18 YEARS OF AGE OR OLDER; (ii) ARE AUTHORIZED TO SIGN FOR AND BIND, THE CONTRACTING PARTY DEFINED BELOW AS “SUBSCRIBER”; AND (iii) HAVE READ, UNDERSTAND AND AGREE ON BEHALF OF CUSTOMER TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS ONLINE SUBSCRIPTION AGREEMENT. OTHERWISE, DO NOT CLICK THE ACCEPTANCE BUTTON TO PROCEED AND YOUR REGISTRATION PROCESS WILL BE DISCONTINUED.
This Online License and Subscription Agreement (this "Agreement") is a legal and binding instrument entered into as of the date of electronic acceptance by Customer (the "Effective Date"), by and between Whiteboard Advisors LLC (“Whiteboard" or “Publisher”) and the individual or entity entering into this Agreement (“Customer” or “Subscriber”). Under this Agreement, Subscriber is granted a nonexclusive, revocable, nontransferable license to access Education Insider over the Internet via the Subscriber’s Internet Protocol addresses (IP addresses), and to participate in teleconferences concerning the materials published on Education Insider. Whiteboard reserves the right to amend this Agreement from time to time without notice to Customer.
WHITEBOARD is the owner of all right, title, and interest, including copyright, translation rights, redistribution rights, and the right to produce the material in alternate media, for any and all material that can be accessed under this Agreement. Education Insider and its content are subject to copyright, database protections, and other rights of the Publisher under the laws of the United States and the country of use. The Subscriber acknowledges that it has no claim to ownership by reason of its use of or access to Education Insider. Except as expressly set forth herein, no part of the online product may be modified, copied or distributed in hardcopy or machine-readable form without prior written consent from Whiteboard. All rights not expressly granted are reserved by Whiteboard. Any other use of the online product by any person or entity is strictly prohibited and a violation of this agreement.
A new subscription will become effective on the first day of the month following receipt of the order form, this agreement, and the subscription payment, and will be in effect on a month-to-month basis after that. The subscription and this agreement will remain in effect thereafter for successive months so long as monthly subscription fees are paid. Either party may terminate this agreement, effective on the next renewal date, by at least 30 days written notice to the other party.
The monthly fee for this subscription will vary by the size of the institution, and other criteria established by the Publisher. Fees may be raised or lowered by written notice to the subscriber, given at least one month before the renewal date. Subscription renewals must be paid on or before the renewal date or the subscription will be cancelled.
The Subscriber shall be responsible for all costs associated with establishing access to Education Insider, including but not limited to any telecommunications or other charges imposed by carriers, proprietary network operators and Internet access providers, or licenses for browser software, if any. The Subscriber shall also be responsible for all costs associated with permitted printing from the database, and for any taxes relating to the Subscriber's or authorized Users' use of the database.
The Publisher provides access only for the term of this subscription; and does not undertake to ensure future access to the online archives once the subscription term has expired. The Publisher reserves the right to remove all or portions of the archive of past issues. Only current subscribers may access materials under access control.
Scope of Rights Licensed (Permitted Uses)
Whiteboard grants a limited, non-exclusive, non-transferable license to access Education Insider, in part or in whole, and to reproduce a single copy of limited portions for internal or personal use provided that a suitable acknowledgment is included on all copies in accordance with the terms of this agreement. Whiteboard also grants a limited, non-exclusive, non-transferable license to Subscriber to access periodic teleconferences produced in connection with Education Insider. To request permission to make additional copies of limited portions of the online product, contact firstname.lastname@example.org. Upon remitting payment to Whiteboard, you may use or provide access to the online product only for employees, agents, representatives, customers or patrons as follows:
- Online subscriptions are managed via username and password. Username and password should not be passed on to other persons and may not be shared. Subscriber contact details, including name, postal address, telephone, fax and a valid email address, must be provided to Whiteboard, so that subscriber can be kept up-to-date with changes and improvements to our service.
- For Personal Subscribers, this online license and subscription agreement allows you and your company to have only one issue of Education Insider, keyed to a particular subscriber name, email address, username, and password. You may not make your single electronic subscription available on a network (without obtaining a network site license) because that would give individual copies to multiple network users. To ensure electronic delivery accuracy and copyright compliance, we may use tracking software. This software forwards to us certain technical data and newsletter usage information from any computer that opens the newsletter email. We will not share this information with anyone outside the company, nor will we use it for any commercial purpose.
- For Institutional Subscribers, this online license and subscription agreement allows you and your company to have multiple-site access to each issue of Education Insider. Institutional subscribers will be able to activate an online subscription for their location by entering IP addresses; each IP address provided pursuant to an Institutional Subscription will be deemed to belong to an “Authorized User”. Institutional access is limited to computers within a particular set of Internet IP addresses. Subscriber contact details, including a name contact, postal address, telephone, fax and a valid email address, must be provided to Whiteboard, so that the subscriber can be kept up-to-date with changes and improvements to our service. The Institutional Subscriber is responsible for creating and maintaining reasonable security measures, and posting policies consistent with the rights and restrictions described in these guidelines to ensure that only Authorized Users can access Education Insider. The Institutional Subscriber affirms that all IP addresses in the range listed for authorization are specifically controlled by the institution for workstations under its administrative control and for the use of individuals who meet the Authorized User definition above. The Institutional Subscriber is responsible for maintaining the list of IP addresses of all Authorized Users. To ensure electronic delivery accuracy and copyright compliance, we may use tracking software. This software forwards to us certain technical data and newsletter usage information from any computer that opens the newsletter email. We will not share this information with anyone outside the company, nor will we use it for any commercial purpose.
Each Subscriber is prohibited from making agreements for access to the publications with individuals, organizations, vendors, affiliates, or partners, which are not parts of the same institution purchasing this subscription.
Each Subscriber is prohibited from recording by any means (including transcription, electronic recording, etc.) any teleconferences that may be produced by Publisher as part of this Subscription.
If the Subscriber becomes aware of unauthorized access to, or copying of, Education Insider materials, it will notify Publisher immediately and cooperate in locating and attempting to stop the specific individuals who are abusing the service. If the specific abuser(s) cannot be identified or stopped, the Publisher has the right to withhold, suspend, or terminate access to all or any portion of the Publisher’s web site and related materials, without liability. Subscribers must prohibit Authorized Users from forwarding on the Internet, posting on Usenet or any intranet or electronic bulletin boards, incorporating in or affording linkage from any website, from selling downloaded information, from decompiling any associated code, from publicly distributing information, displays, instructions, tables, graphs, or statistics obtained from or through accessing Education Insider and from putting such information and data to any commercial use.
Except as otherwise set forth in this agreement, under no circumstances may the data resident in this online product, in whole or in part, be copied, modified, distributed, or made available in any media, including, without limitation, electronic media, with or without charge, to any persons other than you, your employees or your patrons. You may not decompile, disassemble or otherwise reverse engineer the software. In addition, data extracted from Education Insider is to be used only in accordance with the terms of this agreement.
Restrictions on Transfer
This license is non-transferable and may not be sold, assigned, transferred or sublicensed to any other person or entity, including without limitation by operation of law, without the prior written consent of Whiteboard. Any purported sale, assignment, transfer or sublicense without the prior written consent of Whiteboard will be void and will automatically terminate the license granted hereunder.
This agreement covers all tangible embodiments of the online product, including without limitation, the content and software resident therein, as well as documentation and regular and special updates and supplements if stipulated in the product description made available to you under this agreement.
Links to Other Web Sites
Limited Warranty and Limitation of Liability
Neither Whiteboard nor its Licensers represent or warrant that the information contained in the online product is complete or free from error, and neither assumes, and both expressly disclaim, any liability to any person for any loss or damage caused by errors or omissions, whether such errors or omissions are the result of negligence, accident or any other cause. WE DO NOT WARRANT THAT OUR SITES WILL BE UNINTERRUPTED OR ERROR-FREE. THERE MAY BE DELAYS, OMISSIONS, INTERRUPTIONS AND INACCURACIES IN MATERIALS AVAILABLE THROUGH OUR SITES. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY, COMPLETENESS, TIMELINESS OR RELIABILITY OF ANY MATERIAL OR DATA OR ENDORSE ANY ADVICE, OPINION OR STATEMENT DISPLAYED OR DISTRIBUTED ON OUR SITES OR AVAILABLE THROUGH LINKS ON OUR SITES. WE RESERVE THE RIGHT TO CORRECT ANY ERRORS OR OMISSIONS IN OUR SITES. Descriptions of, or references to, products or publications does not imply endorsement of that product or publication.
IN NO EVENT WILL WHITEBOARD, ITS AFFILIATES, LICENSERS, SUPPLIERS OR AGENTS, BE LIABLE TO YOU FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF YOUR USE OR INABILITY TO USE THE ONLINE PRODUCT REGARDLESS OF WHETHER SUCH DAMAGES ARE FORESEEABLE OR WHETHER SUCH DAMAGES ARE DEEMED TO RESULT FROM THE FAILURE OR INADEQUACY OF ANY EXCLUSIVE OR OTHER REMEDY.
OUR SITES ARE AVAILABLE "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED UNDER LAW, WE DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE (EVEN IF THE PURPOSE OR INTENDED USE HAS BEEN DISCLOSED) WITH RESPECT TO OUR SITES OR ANY SITE MATERIALS, SERVICES OR GOODS THAT ARE AVAILABLE, ADVERTISED OR SOLD THROUGH OUR SITES.
ALTHOUGH WE INTEND TO TAKE REASONABLE STEPS TO PREVENT THE INTRODUCTION OF VIRUSES, WORMS, "TROJAN HORSES" OR OTHER DESTRUCTIVE FEATURES TO OUR SITES, WE DO NOT GUARANTEE OR WARRANT THAT OUR SITES OR MATERIALS THAT MAY BE DOWNLOADED FROM OUR SITES DO NOT CONTAIN SUCH DESTRUCTIVE FEATURES. WE ARE NOT LIABLE FOR ANY DAMAGES OR HARM ATTRIBUTABLE TO SUCH FEATURES. YOU RELY ON OUR SITES AND ANY MATERIALS AVAILABLE THROUGH THEM SOLELY AT YOUR OWN RISK.
Governing Law and Breach
This Agreement shall be interpreted and construed according to, and governed by, the laws of the District of Columbia and the United States of America. The federal or state courts covering the District of Columbia shall have jurisdiction to hear any dispute under this Agreement.
In the event of a material breach of this Agreement by the Subscriber, which breach is not cured within 10 days notice by Whiteboard that such breach has occurred, the Subscriber shall immediately cease using the product and this Agreement shall terminate.
This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements and understandings with respect to the same.
The failure of either Publisher or Subscriber in any one or more instance(s) to insist upon strict performance of any of the terms of this Agreement will not be construed as a waiver or relinquishment of the right to assert or rely upon any such term(s) on any future occasion(s).
If any provision of this Agreement is found unenforceable or void, the validity of the remaining terms shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular term held to be invalid. All rights not specifically granted to Subscriber by this Agreement are reserved to Publisher.