TERMS AND CONDITIONS OF SERVICE AND USE
PLEASE READ ALL OF THE FOLLOWING TERMS AND CONDITIONS OF SERVICE FOR THIS WEB SITE BEFORE USING THIS SITE. By continuing to access, link to, or use this site, or any service on this site, you signify YOUR ACCEPTANCE OF THE Terms and Conditions of Service (TCOS).
Memterra, LLC d/b/a KALEIDOSCOPE reserves the right to modify the terms and conditions at anytime through amendments, deletions, or addition of content. Such modifications shall be effective immediately. Accordingly, please continue to review the terms and conditions whenever accessing, linking to, or using this site. Any access to, link to, or use of the site, or any service on this site, after the posting of modifications to the terms and conditions will constitute your acceptance of the Terms and Conditions, as modified. In the event you are oppose to the terms of this agreement, you may exercise that opposition by refusing to access, link to, or use the site. Any terms and conditions proposed by you which are in addition to or which conflict with the terms and conditions are expressly rejected by KALEIDOSCOPE and shall be of no force or effect.
1. User Consent to the Terms and Conditions of Service. You represent that you have read and agree to be bound by the terms and conditions of service.
2. Single User Subscription: A single user subscription provides unlimited access to the selected level of KALEIDOSCOPE services and any other premium options that have been selected. All subscriptions are identifiable by a unique email address, which cannot be a general email box or a large group email account. ID sharing is strictly prohibited and KALEIDOSCOPE will employ auditing software to monitor and track IP address access and bandwidth usage. KALEIDOSCOPE expressly reserves the right to assess additional charges for excessive bandwidth usage or convert an account to aa API or data feed or terminate an account in all instances where bandwidth usage is excessive or multiple IP addresses are detected on the subscriber’s account.
3. Single User Restrictions. The use of crawlers, bots and spiders to programmatically search, extract or download data is prohibited in a single user subscription. If you would like to ‘frame’ the content, the tools or technology as contained within the Service, or require systematic downloading or other automated download activity directed towards any of the content, in whole or in part, found on the Site that results in the creation of an electronic database or archive, the rights to such usage may be licensed under a separate data feed or API agreement. You may not re-syndicate, license, redistribute to any third party, whether as a stand-alone product or in conjunction with other data or information without the prior consent of KALEIDOSCOPE. If you are interested in re-syndicating or redistributing the data, as a stand-alone product or in conjunction with other data or application, please contact Elise Lynch, Executive Vice President or send email to email@example.com
The Subscriber may not violate or attempt to violate the security of the Service, including by, without limitation: (a) accessing data not licensed by the Subscriber or logging into a server or an account with the Subscriber is not authorized to access, (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization, (c) attempting to interfere with service to any Subscriber, host or network, including, without limitation, via means of submitting a virus to the Service, overloading, conducting “denial of service attacks”, “flooding”, “spamming”, “mail bombing” or “crashing”, (d) sending unsolicited e-mail, including promotions and/or advertising of products or services, (e) forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting, or (f) attempting to decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of the Service. Violations of system or network security may result in civil or criminal liability. KALEIDOSCOPE will investigate occurrences, which may violate such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations.
4. Intellectual Property. KALEIDOSCOPE is a Software as a Service (SaaS) cloud-based application. This Web site, including but not limited to text, content, graphics, and downloads (the “Service”), is protected by copyrights, trademarks, service marks, international treaties, and/or other proprietary rights and laws of the U.S. and other countries. The Service is also protected as a collective work or compilation under U.S. copyright and other laws and treaties. All individual articles, columns and other elements making up the Service are also copyrighted works. The Subscriber agrees to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Service. The Subscriber acknowledges that the Service has been developed, compiled, prepared, revised, selected, and arranged by KALEIDOSCOPE and others (including certain other information sources) through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and capital and constitutes valuable intellectual property of KALEIDOSCOPE and such others. The Subscriber agrees to protect the proprietary rights of KALEIDOSCOPE and all others having rights in the Service during and after the term of this Agreement and to comply with all reasonable written or verbal requests made by KALEIDOSCOPE or its suppliers of content, equipment, or otherwise (“Suppliers”) to protect their and others’ contractual, statutory, and common law rights in the Service. The Subscriber agrees to notify KALEIDOSCOPE in writing promptly upon becoming aware of any unauthorized access or use of the Service by any individual or entity or of any claim that the Service infringes upon any copyright, trademark, or other contractual, statutory, or common law rights. All present and future rights in and to trade secrets, patents, copyrights, trademarks, service marks, know-how, and other proprietary rights of any type under the laws of any governmental authority, domestic or foreign, including rights in and to all applications and registrations relating to the Service (the “Intellectual Property Rights”) shall, as between the Subscriber and KALEIDOSCOPE, at all times be and remain the sole and exclusive property of KALEIDOSCOPE. All present and future rights in and title to the Service (including the right to exploit the Service and any portions of the Service over any present or future technology) are reserved to KALEIDOSCOPE for its exclusive use. Except as specifically permitted by the Terms and Conditions of Service, the Subscriber MAY NOT copy or make any use of the Service or any portion thereof except as specifically permitted herein. You shall not use KALEIDOSCOPE’s Intellectual Property Rights or the Service, or the names of any individual participant in, or contributor to, the Service, or any variations or derivatives thereof, for any purpose, without KALEIDOSCOPE’s prior written approval.
5. Restrictions on Use. YOU MAY NOT USE THE SERVICE FOR ANY ILLEGAL PURPOSE OR IN ANY MANNER INCONSISTENT WITH THE TCOS. YOU AGREE TO USE THE SERVICE SOLELY FOR YOUR OWN NONCOMMERCIAL USE AND BENEFIT, AND NOT FOR RESALE OR OTHER TRANSFER OR DISPOSITION TO, OR USE BY OR FOR THE BENEFIT OF, ANY OTHER PERSON OR ENTITY. YOU AGREE NOT TO USE, TRANSFER, DISTRIBUTE, OR DISPOSE OF ANY INFORMATION CONTAINED IN THE SERVICE IN ANY MANNER THAT COULD COMPETE WITH THE BUSINESS OF KALEIDOSCOPE OR ANY OF ITS SUPPLIERS. YOU MAY NOT COPY, REPRODUCE, RECOMPILE, DECOMPILE, DISASSEMBLE, REVERSE ENGINEER, DISTRIBUTE, PUBLISH, DISPLAY, PERFORM, MODIFY, UPLOAD, CREATE DERIVATIVE WORKS FROM, TRANSMIT, OR IN ANY WAY EXPLOIT ANY PART OF THE SERVICE, EXCEPT THAT YOU MAY, SEARCH, RETRIEVE, DISPLAY, DOWNLOAD MATERIAL FROM THE SERVICE, SET UP EMAIL ALERTS AND/OR MAKE PRINT COPIES FOR YOUR OWN PERSONAL, NONCOMMERCIAL REDISTRIBUTION OR INTERNAL BUSINESS USE, PROVIDED THAT YOU RETAIN ALL COPYRIGHT AND OTHER PROPRIETARY NOTICES AND SUCH USAGE IS PERMITTED UNDER THE FAIR USE DOCTRINE. MODIFICATION OF THE SERVICE’S CONTENT WOULD BE A VIOLATION OF KALEIDOSCOPE’S COPYRIGHT AND OTHER PROPRIETARY RIGHTS. ADDITIONALLY, YOU MAY NOT OFFER ANY PART OF THE SERVICE FOR SALE OR REDISTRIBUTE IT OVER ANY OTHER MEDIUM INCLUDING BUT NOT LIMITED TO A COMPUTER NETWORK OR HYPERLINK FRAMING ON THE INTERNET WITHOUT THE PRIOR WRITTEN CONSENT OF KALEIDOSCOPE. THE SERVICE AND THE INFORMATION CONTAINED THEREIN MAY NOT BE USED TO CONSTRUCT A DATABASE OF ANY KIND. NOR MAY THE SERVICE BE STORED (IN ITS ENTIRETY OR IN ANY PART) IN DATABASES FOR ACCESS BY YOU OR ANY THIRD PARTY OR TO DISTRIBUTE ANY DATABASE SERVICES CONTAINING ALL OR PART OF THE SERVICE. YOU MAY NOT USE THE SERVICE IN ANY WAY TO IMPROVE THE QUALITY OF ANY DATA SOLD OR CONTRIBUTED BY YOU TO ANY THIRD PARTY. FURTHERMORE, YOU MAY NOT USE ANY OF KALEIDOSCOPE’S TRADEMARKS, TRADE NAMES, SERVICE MARKS, COPYRIGHTS, OR LOGOS IN ANY MANNER WHICH CREATES THE IMPRESSION THAT SUCH ITEMS BELONG TO OR ARE ASSOCIATED WITH YOU OR, EXCEPT AS OTHERWISE PROVIDED HEREIN, ARE USED WITH KALEIDOSCOPE CONSENT, AND YOU ACKNOWLEDGE THAT YOU HAVE NO OWNERSHIP RIGHTS IN AND TO ANY OF SUCH ITEMS. YOU WILL NOT USE THE SERVICE OR THE INFORMATION CONTAINED THEREIN IN UNSOLICITED MAILINGS OR SPAM MATERIAL. YOU WILL NOT USE ANY OF KALEIDOSCOPE’S TRADEMARKS, TRADE NAMES, SERVICE MARKS, COPYRIGHTS, OR LOGOS IN UNSOLICITED MAILINGS OR SPAM MATERIAL. YOU WILL NOT SPAM OR SEND UNSOLICITED MAILINGS TO ANY PERSON OR ENTITY USING THE SERVICE. YOU AGREE TO COMPLY WITH ANY OTHER APPLICABLE TERMS AND CONDITIONS OF SERVICE SET FORTH ON THE SERVICE.
6. License. (i) You acquire absolutely no rights or licenses in or to the Service and materials contained within the Service other than the limited right to utilize the Service in accordance with the TCOS. Should you choose to download content from the Service, you must do so in accordance with the TCOS. Such download is licensed to you by KALEIDOSCOPE ONLY for your own personal, non-commercial use in accordance with the TCOS and does not transfer any other rights to you.
7. Fees and Payments. Your subscription will be automatically renewed unless you notify KALEIDOSCOPE by telephone or electronic mail of your decision to unsubscribe. Should you choose to terminate your subscription before the renewal date, no refunds will be paid. If you subscribed using a credit card, we will contact you via email if your card has expired. For your convenience, we will automatically update your expiration date to continue your service uninterrupted unless you notify us otherwise. In the event of a cancellation of service by Subscriber, any funds paid in advance for a subscription are forfeit. KALEIDOSCOPE reserves the right at any time to charge fees for access to portions of the Service or the Service as a whole. You shall pay all fees and charges incurred through your account at the rates in effect for the billing period in which such fees and charges are incurred, including but not limited to charges for any products or services offered for sale through the Service by KALEIDOSCOPE or by any other vendor or service provider. All fees and charges shall be billed to you, and you shall be solely responsible for their payment.
8. Registration and Account Creation.
As part of the registration and account creation process necessary to obtain access to the Service, you are required to create a password. You will provide KALEIDOSCOPE with certain registration information, all of which must be accurate, truthful, and updated. You shall not: (i) select an email address already used by another person; (ii) use a username in which another person has rights without such person’s authorization; or (iii) use a username or password that KALEIDOSCOPE, in its sole discretion, deems offensive or inappropriate. KALEIDOSCOPE reserves the right to deny creation of your account based on KALEIDOSCOPE ‘s inability to verify the authenticity of your registration information. You shall be solely responsible for maintaining the confidentiality of your password. You shall immediately notify KALEIDOSCOPE by submitting an email of any known or suspected unauthorized use(s) of your account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password or credit card information. You are fully responsible for all usage and activity on your KALEIDOSCOPE account, including, but not limited to, use of the account by any third party authorized by you to use your username and password. If the computer system on which you accessed the Service is sold or transferred to another party, you warrant and represent that you will delete all cookies and software files obtained by or through use of the Service. KALEIDOSCOPE reserves the right to terminate your account, in its sole discretion, at any time without notice. You may terminate your account at any time by submitting a request electronically, telephonically or in writing. Upon termination, you will receive an automated confirmation via e-mail that the request was received, and your account will be or was terminated. You are responsible for all charges incurred up to the time the account is terminated. Notwithstanding anything else herein, KALEIDOSCOPE reserves the right to pursue any and all claims against any user of your account.
9. Disclaimer and Limitation of Liability. (i) YOU AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK AND ACKNOWLEDGE THAT THE SERVICE AND ANYTHING CONTAINED WITHIN THE SERVICE, INCLUDING, BUT NOT LIMITED TO, CONTENT, SERVICES, GOODS, OR ADVERTISEMENTS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND THAT KALEIDOSCOPE MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE SERVICE, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, NON-INFRINGEMENT, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE OR USE.
(A.) KALEIDOSCOPE does not warrant that the Service is compatible with your equipment or that the Service, or e-mail sent by KALEIDOSCOPE or its representative, is free of errors or viruses, worms or “Trojan horses,” or any other harmful, invasive, or corrupted files, and is not liable for any damage you may suffer as a result of such destructive features. You agree that KALEIDOSCOPE, and it’s respective affiliates, suppliers, agents, directors, officers, employees, representatives, general partner, subsidiaries, successors, and assigns shall have no responsibility or liability for: (i) any injury or damages, whether caused by the negligence of KALEIDOSCOPE, or our respective affiliates, suppliers, agents, directors, officers, employees, representatives, general partner, successors, and assigns, or otherwise arising in connection with the Service and shall not be liable for any lost profits, losses, punitive, incidental or consequential damages, or any claim against KALEIDOSCOPE by any other party; or (B.) any fault, inaccuracy, omission, delay, or any other failure in the Service caused by your computer equipment or arising from your use of the Service on such equipment. The content of other Web sites, services, goods, or advertisements that may be linked to the Service is not maintained or controlled by KALEIDOSCOPE. KALEIDOSCOPE is therefore not responsible for the availability, content, or accuracy of other Web sites, services, or goods that may be linked to, or advertised on, the Service. KALEIDOSCOPE does not: (a) make any warranty, express or implied, with respect to the use of the links provided on, or to, the Service; (b) guarantee the accuracy, completeness, usefulness or adequacy of any other Web sites, services, goods, or advertisements that may be linked to the Service; or (c) make any endorsement, express or implied, of any other Web sites, services, goods, or advertisements that may be linked to the Service. KALEIDOSCOPE is also not responsible for the reliability or continued availability of the telephone lines, wireless services, communications media, and equipment you use to access the Service. You understand that KALEIDOSCOPE and/or third-party contributors to the Service may choose at any time to inhibit or prohibit their content from being accessed under the TCOS. (C.) You acknowledge that:
(i) the Service is provided for information purposes only; (ii) the Service may include certain information taken from stock exchanges and other sources from around the world; (iii) KALEIDOSCOPE does not guarantee the sequence, accuracy, completeness, or timeliness of the Service; (iv) the provision of certain parts of the Service is subject to the terms and conditions of other agreements to which KALEIDOSCOPE is a party; (v) none of the information contained on this site constitutes a solicitation, offer, opinion, or recommendation by KALEIDOSCOPE to buy or sell any security, or to provide legal, tax, accounting, or investment advice or services regarding the profitability or suitability of any security or investment; and (vi) the information provided on this site is not intended for use by, or distribution to, any person or entity in any jurisdiction or country where such use or distribution would be contrary to law or regulation. Accordingly, anything to the contrary herein set forth notwithstanding, KALEIDOSCOPE, and it’s respective affiliates, suppliers, agents, directors, officers, employees, representatives, general partner, subsidiaries, successors, and assigns shall not, directly or indirectly, be liable, in any way, to you or any other person for any: (a) inaccuracies or errors in or omissions from the Service including, but not limited to, quotes and financial data; (b) delays, errors, or interruptions in the transmission or delivery of the Service; or (c) loss or damage arising therefrom or occasioned thereby, or by any reason of nonperformance.
(D.) Indemnification. UNDER NO CIRCUMSTANCE SHALL KALEIDOSCOPE OR ANY OF ITS PROVIDERS BE LIABLE TO YOU OR ANY OTHER PARTY UNDER BREACH OF CONTRACT, NEGLIGENCE OR ANY OTHER LEGAL THEORY FOR ANY LOSS OR DAMAGE OF ANY KIND WHATSOEVER, DIRECT OR INDIRECT, ARISING OUT OF OR INCIDENT TO: (A) ANY ERROR, OMISSION, DELAY OR INACCURACY IN THE INFORMATION PROVIDED TO YOU BY KALEIDOSCOPE; (B) ANY DELAY OR INTERRUPTION OF SERVICES RESULTING FROM ANY CAUSE WHATSOEVER, INCLUDING BUT NOT LIMITED TO MECHANICAL OR ELECTRICAL FAILURE OR DEFECT, SUSPENSION OF BUSINESS FOR ANY REASON, STRIKES, GOVERNMENTAL ACTS OR REGULATIONS, STORMS OR ACTS OF GOD; OR (C) THE INSTALLATION, OPERATION, MAINTENANCE, REPAIR, REPLACEMENT OR REMOVAL OF THE DELIVERY SYSTEM. UNDER NO CIRCUMSTANCES SHALL KALEIDOSCOPE OR ANY OF ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST BUSINESS OR LOST PROFITS, HOWEVER CAUSED, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF CLAIM OR ACTION OR POTENTIAL FUTURE POSSIBILITY OF ANY LIABILITY ARISING OUT OR INCIDENT TO THE SERVICE, EVEN IF KALEIDOSCOPE OR ANY OF ITS AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10. Authority to Agree to this TCOS. You represent, warrant and covenant that: (i) you, the Subscriber, have the power and authority to enter into this agreement; and (ii) you are at least eighteen (18) years old.
11. Termination. (a) You may terminate the TCOS, with or without cause and at any time, by discontinuing your use of the Service and destroying all materials obtained from the Service. (b) You agree that KALEIDOSCOPE, without notice, may terminate the TCOS, or suspend your access to the Service, with or without cause at any time and effective immediately. KALEIDOSCOPE reserves the right to terminate the TCOS immediately and without notice from if you, in BKALEIDOSCOPE’s sole discretion, fail to comply with any provision of the TCOS. (c) KALEIDOSCOPE shall not be liable to you or any third party for the termination or suspension of the Service, or any claims related to the termination or suspension of the Service. Upon termination of the TCOS by you or KALEIDOSCOPE, you must discontinue your use of the Service and destroy promptly all materials obtained from the Service and any copies thereof.
12. Governing Law. The TCOS shall be governed and construed in accordance with the laws of the United States and the State of Texas, without giving effect to conflicts-of-law principles thereof. You agree to submit to the personal jurisdiction of the state and federal courts located in Dallas County in the State of Texas with respect to any legal proceedings that may arise in connection with the Service or from a dispute as to the interpretation or breach of the TCOS.
13. Miscellaneous. You accept that KALEIDOSCOPE has the right to change the content or technical specifications of any aspect of the Service at any time at KALEIDOSCOPE’S sole discretion. You further accept that such changes may result in your being unable to access the Service. The failure of KALEIDOSCOPE to exercise or enforce any right or provision of the TCOS shall not constitute a waiver of such right or provision. Sections 2 through 9, 10(c), and 11 through 17 shall survive any termination of the TCOS.
14. Headings. The section titles in the TCOS are used solely for your convenience and KALEIDOSCOPE and have no legal or contractual significance.
15. Severability. If any provision of the TCOS is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of the TCOS will remain in force.
16. Entire Agreement. The TCOS and any other terms and conditions of service on this site, and its successor, constitute the entire agreement between you and KALEIDOSCOPE and governs your use of the Service.