Use of the Website, www.Form4Oracle.com ("the Website"), is subject to the terms and conditions set forth below in this License Agreement ("the Agreement"). Any use of the Website constitutes acceptance of the terms and conditions of the Agreement.
"User" – Any individual, corporation, or entity that accesses the website, www.Form4Oracle.com, in whole or in part.
"Subscriber" – Any User that has an account to access any of the website subscription services (“Fee-Based Services) provided by Form4Oracle LLC ("Form4Oracle").
Form4Oracle LLC, hereinafter known as "Form4Oracle", agrees to furnish Subscriber with access to the Website upon Subscriber's acceptance of the of Agreement detailed below. All data is furnished at Subscriber's request and for Subscriber's exclusive use. The Website site is subject to change and will be updated on either a daily, weekly or monthly basis.
Form4Oracle is engaged in the procurement, preparation, storage, processing and retrieval of information in the form of an alphanumeric electronic database known as "the Data Base".
No data or information so furnished may be copied or otherwise reproduced, repackaged, redistributed further transmitted, transferred, disseminated, sold, resold, leased, rented, licensed, sublicensed, altered, modified, or stored for subsequent use for any purpose, in whole or in part, in any form or by any means whatsoever, by Subscriber or any other person or entity without the prior written consent of Form4Oracle. In the event that Subscriber offers or otherwise makes available the Database or any data or information furnished by Form4Oracle to any third parties or to any other user, competitor or website, Form4Oracle may immediately terminate the Agreement.
Certain features of the Website are available only through the purchase of a website subscription ("Fee-Based Services").
(a) Subscriber agrees to pay, using a valid credit card which Form4Oracle accepts, the monthly, quarterly or annual subscription charges set forth on the Website, applicable taxes, and other charges incurred on Subscriber's account in order to access Fee-Based Services. Form4Oracle reserves the right to increase fees, surcharges, and website subscription fees, or to institute new fees at any time, upon reasonable notice posted in advance on the Website that would take effect at the inception of the Subscriber's next renewal period. Form4Oracle will automatically charge Subscriber's account for renewal of Subscriber's website subscription. The renewal charge will be the current published rates for the term of Subscriber's subscription. In the event Form4Oracle cannot charge Subscriber's account, Form4Oracle reserves the right to terminate Subscriber's access to Fee-Based Services.
(b) In addition to the charges set forth above, Subscriber is responsible for all charges associated with connecting to and receiving communications from the Website including, without limitation, all telephone access lines (including long-distance charges, when applicable), telephone and computer equipment, mobile service provider SMS charges, and any service fees necessary to access Fee-Based Services.
(c) For purposes of identification and billing, Subscriber agrees to provide Form 4 Oracle with accurate, complete, and updated information ("Registration Data") required by the site subscription registration to Fee-Based Services. Subscriber may check, following subscription help instructions, to determine whether Subscriber's Registration Data is current and accurate, and, if not, to correct or update Subscriber's Registration Data. Failure to comply with this provision (including, without limitation, falsification of any Registration Data) may, at Form4Oracle's option, result in immediate suspension or termination of Subscriber's right to use Fee-Based Services.
(d) Subscriber agrees to promptly update Subscriber's Registration Data, following subscription help instructions, in the event of any known or suspected unauthorized use of Subscriber's subscription, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of Subscriber's password or credit card information. In the event of a breach of security, For the protection of all Subscribers and Website Users, please do not share Registration Data (including passwords, User names, and screen names) with any other person for the purpose of facilitating their access and unauthorized use of Fee-Based Services. Each Subscriber is solely responsible for all transactions initiated, messages posted, statements made, and acts or omissions that occur through the use of Subscriber’s Registration Data.
The Agreement may be terminated without notice by Form4Oracle in the event of any material breach by Subscriber. In the event of such termination, all sums due and owing by Subscriber to Form4Oracle must be paid within ten days of termination. All sections shall survive termination of the Agreement.
All information provided pursuant to the Agreement is obtained by Form4Oracle from sources believed to be accurate and reliable. Because of the possibility of human or mechanical error and any other factors, all information is provided "as is" without warranty of any kind. Subscriber agrees that Form4Oracle makes no representation or warranty, express or implied, to subscriber or any other person or entity as to the accuracy, timeliness, completeness, merchantability or fitness for any particular purpose of any such information. Under no circumstances shall Form4Oracle have any liability to Subscriber or any other person or entity for (a) any loss damage or injury in whole or in part caused by, resulting from, or relating to, any claim that the Data Base is not current, complete or accurate or for any omission or error (negligent or otherwise), or any other circumstance or contingency within or outside the control of Form4Oracle or any of its directors, officers, employees or agents, in connection with the procurement, collection, compilation, analysis, interpretation, communication, publication or delivery of any information, or (b) any direct, indirect, special, consequential, incidental or compensatory damages whatsoever (including, without limitation, lost profits even if Form4Oracle shall have been advised in advance of the possibility of such damages) caused by or relating to, the use of any information.
Notwithstanding anything herein to the contrary, Subscriber agrees to indemnify, hold harmless, reimburse and defend Form4Oracle and its officers, directors, agents and employees from and against any and all claims, losses, damages, liabilities, obligations and expenses (including, without limitation, settlement costs and any legal, accounting and other expenses for the defense of any action or threatened action) reasonably incurred in connection with the following: (a) the breach of any representation or warranty in the Agreement; or (b) any actual or alleged infringement of copyrights, patents, service marks or trademarks or the misappropriation of trade secrets, or other proprietary rights, used and displayed in accordance with the provisions of the Agreement.
Form4Oracle warrants that it is the owner of, or has the right to distribute the Form4Oracle data; that Form4Oracle has used its best efforts to ensure that the information on the Data Base is current, complete and accurate; that the Data Base and the information contained therein does not violate, infringe upon or misappropriate the copyrights, trademarks or any other intellectual property and/or proprietary rights of any third party.
Subscriber warrants that it is not an investment data provider or a competitor of Form4Oracle. Subscriber agrees that it shall not distribute the data as a stand-alone service, package the data with other information in any format to any third party, or in any way use the data to prepare a competitive product. Subscriber agrees that Form4Oracle retains all proprietary rights and interests in the Form4Oracle data and Subscriber may not assert any claim of ownership or obtain any proprietary rights to the data. Subscriber further agrees not to use or permit anyone to use the data for any illegal purpose or to use the Data Base in any way not pursuant to the terms of the Agreement.
Neither party shall use any trade name, trademark or service mark of the other or refer to the other party, its products and/or services in any advertisements, promotions, publicity releases or the like without prior written approval of the other party.
It is Subscriber's sole responsibility to purchase any equipment, services, software or hardware necessary to receive the data.
Any violation of this Section shall be considered a material breach for which Form 4 Oracle may immediately terminate the Agreement. In addition to termination, Form 4 Oracle reserves any rights and remedies that it may have in law or equity.
Form4Oracle is a corporation duly organized and in good standing under the laws of the State of Massachusetts. Form4Oracle and Subscriber agree that the Agreement is made and entered into in the State of Massachusetts and shall be governed by and construed in accordance with the laws of Massachusetts. Subscriber hereby consents to the exclusive jurisdiction of the courts of the State of Massachusetts in the event of any legal proceeding that may result from a dispute or breach of any of the terms of the Agreement. No waiver of any breach of the Agreement shall be a waiver of any other or subsequent breach.
No failure or delay by either party in exercising any right under the Agreement shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any further exercise of any right under the Agreement.
Subscriber may not assign its rights or obligations hereunder without the express written consent of Form4Oracle.
The parties mutually agree to hold in confidence the terms of the Agreement, as well as any proprietary information related to the business and activities of the other, its customers, clients, suppliers and other entities with whom such other party does business, that may be obtained from any source or may be developed as a result of the Agreement. The parties further agree to restrict the disclosure of any confidential information only to the officers, directors, employees and agents who, as a result of their positions require knowledge of such information to perform their obligations.
Any breach of the terms of confidentiality shall be considered a material breach of the Agreement.
Subscriber warrants that it is a non-competing entity duly organized under the laws of the state in which it resides as described herein.
Each party warrants and represents that it is authorized to enter into the Agreement and that there are no outstanding commitments, agreements or understandings express or implied, which may or can in any way defeat or modify the rights conveyed or obligations undertaken by it under the Agreement. Any intentional violation of this Section shall be considered a material breach for which Form4Oracle may immediately terminate the Agreement.
If any clause or provision in the Agreement is deemed to be void or unenforceable it does not negate any other clause or provision in the Agreement.