This area of the website (this "Site") operated by, or on behalf of, Abrams Research LLC ("Abrams Research"), is intended to be used by individuals who are members of Abrams Research Network ("ARN") ("Network Member", "you" or "your"), and individuals seeking to become Network Members. Please read these Terms of Service ("Terms of Service") carefully. These Terms of Service, including all documents referenced herein, along with your signed Abrams Research Membership and Confidentiality Agreement ("M&C Agreement"), any Project Invitation accepted by you and any other written contract you have entered into with Abrams Research, represent the entire understanding between Abrams Research and you regarding: (i) your position as an Abrams Research Member, (ii) your membership in ARN, and (iii) your use of any Abrams Research Intellectual Property, and supersede any prior statements or representations with respect to any of the above.
By submitting your Abrams Research Member Application Form, you are deemed to have accepted these Terms of Service. If you do not agree to abide by these Terms of Service, please do not submit an Abrams Research Member Application Form and do not become a Network Member.
Intellectual Property
Except for third-party content, you acknowledge that Abrams Research owns all right, title and interest in and to all materials contained on this Site and/or provided to you in connection with your membership in ARN, including without limitation: the computer programs, software, online platform technology (collectively, the "Technology"); the trademarks, trade names, brand names, trade dress, logotypes, symbols, service marks, domain names and the goodwill of the business symbolized thereby and other distinctive features (collectively, the "Trademarks"); the methodologies, processes, techniques, ideas, concepts, trade secrets and know-how (collectively, the "Knowledge"); and the copyrights, patents and other intellectual property rights relating thereto (collectively, the "Abrams Research Materials").
Once your Abrams Research application for membership in ARN has been accepted, Abrams Research hereby grants to you a non-transferable, non-sublicenseable, non-exclusive license during the term of your membership in ARN to display certain of Abrams Research's Trademarks as such are provided to you by Abrams Research (the "Abrams Research Trademarks"), for the purpose of promoting or advertising that you are a member of ARN. Any such use of the Abrams Research Trademarks is subject to Abrams Research's prior approval and compliance with Abrams Research's Trademarks guidelines. Abrams Research may modify the Abrams Research Trademarks or the guidelines at any time.
Nothing in these Terms of Service will grant or will be deemed to grant you any right, title or interest in or to any Abrams Research Materials. All use by you of the Abrams Research Materials will be at the sole discretion of Abrams Research. All use by you of the Abrams Research Trademarks (including all goodwill associated therewith) will inure to Abrams Research's benefit. At no time during or after the term of your membership will you challenge or assist others in challenging in any way the Abrams Research Trademarks or the registration thereof by Abrams Research, nor will you attempt to register any Abrams Research Trademarks (including domain names) or any other trademarks that are substantially similar in any way (including but not limited to, sound, appearance and spelling) to the Abrams Research Trademarks.
Limitations on Use
You may not use the Abrams Research Materials in any manner that either directly or indirectly: violates (1) any federal, state, or local law, (2) any court, regulatory or other order or judgment against you, or (3) any right of any person or entity.
To the extent you are authorized to permit or allow any other person to copy, download or otherwise use any Abrams Research Materials, you will impose obligations on such other person so as to protect Abrams Research's rights in the Abrams Research Materials.
You acknowledge and agree that Abrams Research may use any information it has obtained about you, including but not limited to Network Member Information as such term is defined in your M&C Agreement, in any way Abrams Research deems appropriate. To the extent you are engaged to perform a specific project as a result of your membership in ARN (a "Project"), and unless you have previously notified Abrams Research not to do so, you further acknowledge and agree that Abrams Research may promote and discuss such Project and your role in connection with such Project with anyone.
To the extent that any data or information relied upon by you in the performance of your obligations under any Project is owned or collected by or on behalf of Abrams Research, you acknowledge and agree that Abrams Research shall exclusively own such data or information and may use such data or information for any lawful purpose. The provisions of this paragraph are in addition to, and not intended to limit or modify, the rights of Abrams Research as set forth in the Intellectual Property paragraph above.
Abrams Research reserves the right, in its sole discretion, to terminate your membership in ARN or to withdraw your permission to display the Abrams Research Trademarks or use the Abrams Research Materials at any time and to take action against any use that does not conform to these Terms of Service.
Appropriate Conduct
You will not, and will not allow any third party to: (a) remove, distort, deface, obscure or alter any element of the Abrams Research Trademarks; (b) modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any Abrams Research Materials; (c) create or attempt to create a substitute or similar competitive service or product to that of Abrams Research; and/or (d) engage in any action or practice that reflects poorly on Abrams Research or otherwise disparages or devalues Abrams Research's reputation or goodwill.
Disclaimer
ABRAMS RESEARCH IS NOT RESPONSIBLE FOR ANY DAMAGES OR LOSS RELATED TO YOUR INCLUSION IN ARN, THE USE OF THIS SITE OR OF THE ABRAMS RESEARCH MATERIALS, OR YOUR PARTICIPATION IN ANY PROJECT OBTAINED AS A RESULT OF YOUR MEMBERSHIP IN ARN.
THIS SITE, ALL MATERIAL CONTAINED ON THIS SITE AND ALL LINKS OR OTHER ITEMS RELATED THERETO ARE TRANSMITTED AND DISTRIBUTED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THAT THIS SITE, THE ABRAMS RESEARCH MATERIALS, OR ANY OF THEIR FEATURES AND FUNCTIONS WILL BE AVAILABLE FOR USE OR WORK AS DESCRIBED.
THERE ARE NO WARRANTIES REGARDING TITLE, SECURITY, RELIABILITY, TIMELINESS, AVAILABILITY, ACCURACY, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THIS SITE OR ANY OF THE MATERIALS CONTAINED HEREON. ANY INFORMATION CONTAINED WITHIN THIS SITE IS SUBJECT TO AMENDMENT, REVISION OR UPDATING WITHOUT NOTICE AT ANY TIME. ABRAMS RESEARCH RESERVES THE RIGHT TO SUSPEND OR WITHDRAW ACCESS TO THE PAGES OF THIS SITE WITHOUT NOTICE AT ANY TIME AND ACCEPTS NO RESPONSIBILITY FOR ANY SUCH PAGES NOT BEING AVAILABLE AT ALL TIMES. ABRAMS RESEARCH RESERVES THE RIGHT TO SUSPEND ARN WITHOUT NOTICE AT ANY TIME AND ACCEPTS NO RESPONSIBILITY FOR ANY SUCH ACTION.
YOU UNDERSTAND AND AGREE THAT YOUR MEMBERSHIP IN ARN, YOUR USE OF THIS SITE AND OF THE ABRAMS RESEARCH MATERIALS IS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS OF THAT RESULTS FROM THE USE THEREOF.
Limitation of Liability
IN NO EVENT SHALL ABRAMS RESEARCH BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY DAMAGES RESULTING FROM OR RELATING TO YOUR PARTICIPATION AS A NETWORK MEMBER, THE PERFORMANCE OF ANY SERVICES BY YOU AS A NETWORK MEMBER, USE OR MISUSE OF AND/OR RELIANCE ON THE ABRAMS RESEARCH MATERIALS OR ANY THIRD-PARTY MATERIALS ACQUIRED IN CONNECTION WITH YOUR MEMBERSHIP IN ARN (INCLUDING BUT NOT LIMITED TO IN CONNECTION WITH ANY PROJECT OBTAINED THROUGH ABRAMS RESEARCH, USE OR INABILITY TO USE OR ACCESS THIS SITE, OR ANY MATERIALS CONTAINED HEREON OR FROM ANY COMPUTER VIRUS, MALFUNCTION OR OTHER FAILURE OR THE BUSINESS OPERATIONS OF ABRAMS RESEARCH, INCLUDING WITHOUT LIMITATION ANY LIABILITY FOR ANY INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES. SUCH LIABILITY SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. ABRAMS RESEARCH AGREES THAT FOR ITS PART IT SHALL NOT SEEK TO IMPOSE ON YOU ANY LIABILITY FOR DAMAGES BASED ON YOUR PERFORMANCE OF SERVICES HEREUNDER AS A NETWORK MEMBER, INCLUDING WITHOUT LIMITATION FOR ANY INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, SO LONG AS SUCH DAMAGES DO NOT RELATE TO OR ARISE OUT OF YOUR FAILURE TO COMPLY WITH YOUR M&C AGREEMENT, THESE TERMS OF SERVICE OR ANY PROJECT INVITATION YOU ACCEPTED, YOUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR CLAIMS PAID OR PAYABLE TO THIRD PARTIES. WITHOUT LIMITATION UPON THE GENERALITY OF THE FOREGOING, ABRAMS RESEARCH SHALL HAVE NO OBLIGATION TO DEFEND YOU, PROVIDE YOU WITH LEGAL COUNSEL, OR PAY LEGAL COSTS AND EXPENSES ON YOUR BEHALF WITH RESPECT TO ANY CLAIM ASSERTED AGAINST YOU BY A CLIENT OR OTHERWISE.
Indemnification
You agree to indemnify, defend and hold harmless Abrams Research and its affiliates, and each of their respective equity owners, directors, members, officers, agents, employees, clients, representatives, licensors and licensees (collectively, the "Indemnified Parties") from and against any and all losses, liability, suits, claims, damages, expenses and costs (including reasonable attorneys' fees and expenses) incurred by any Indemnified Party in connection with any claim arising out of, or relating directly or indirectly to, or resulting from: (i) your participation in ARN and/or any project you work on in connection therewith; (ii) any action or inaction that would constitute a breach of any obligation, warranty, representation or covenant made by you under these Terms of Service, your M&C Agreement, any Project Invitation accepted by you, or any other written contract you have entered into with Abrams Research; (iii) any third party lawsuit or proceeding brought against an Indemnified Party based any action or inaction of yours; or (iv) enforcing this indemnification provision. You will not enter into any settlement or compromise of any indemnified claim without Abrams Research's prior consent. You shall cooperate as fully as reasonably required in the defense of any such claim. Abrams Research reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you.
Publicity
Once you have been accepted as a Network Member, you may indicate such status in your promotional and marketing efforts provided that you are in compliance with all of your obligations under these Terms of Service, your M&C Agreement, any Project Invitation accepted by you, and any other written contract you have entered into with Abrams Research, and further provided that your reference to such does not, in Abrams Research's reasonable opinion: (i) tarnish, infringe, or dilute Abrams Research's Trademarks or reputation; (ii) violate any applicable law; (iii) infringe or violate any third-party rights; or (iv) subject Abrams Research to an undue risk of liability. If you wish to use Abrams Research Trademarks and/or logo in any manner, you must first obtain Abrams Research's written consent.
Modification
Abrams Research may amend, modify or terminate these Terms of Service at any time, with or without warning or cause.
Discontinuance of ARN
In the event Abrams Research elects to cease providing ARN or terminates your membership in ARN for any reason (i) all license rights granted in these Terms of Service will terminate, (ii) you will immediately cease using any and all Abrams Research Trademarks, and (iii) you will no longer identify yourself as a member of ARN.
Remedies
Because irreparable harm would be sustained by Abrams Research in the event that there is a breach by you of any provision of these Terms of Service, in addition to any other rights that Abrams Research may otherwise have, Abrams Research shall be entitled to apply to any court of competent jurisdiction and obtain specific performance and/or injunctive relief against you, without being required to show that monetary damages would be inadequate and without the requirement of posting any bond or other security whatsoever, in order to enforce or prevent any breach or threatened breach of any of the provisions of these Terms of Service, and you will not object thereto. Each of your obligations under these Terms of Service shall survive the termination of your membership in ARN, whether by Abrams Research or otherwise, for any or no reason.
Changes in Policy
From time to time, the policies set forth in these Terms of Service may change. We will post changes to the Terms of Service on this website. Please review these Terms of Service often so that you will remain abreast of our current policies.
Effective Date
These Terms of Service were last updated on February 16, 2009.
Contact Us
If you have any questions concerning this Site or any of the policies set forth in these Terms of Service, please contact us at:
info@abramsresearch.com
General Provisions
Any dispute, controversy or claim that arises solely between Abrams Research and you and relates to these Terms of Service shall be made within one (1) year from the date that such dispute, controversy or claim arose and shall be exclusively and finally determined by a single-arbiter arbitration under the rules then applying of the American Arbitration Association held in the County, City and State of New York. The enforceability of this arbitration agreement shall be governed by the U.S. Federal Arbitration Act. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. The obligation to arbitrate shall not be deemed a waiver of Abrams Research's right to seek injunctive relief in any court of competent jurisdiction as provided for in these Terms of Service or to assert claims against you in any proceeding brought by a third party and Abrams Research. Each party is responsible for its, her or his own legal fees, and the arbitrator may not include the payment of attorneys' fees or expenses as a part of any award. Arbitrations arising from the same or related claims may be consolidated in one arbitral proceeding.
Notwithstanding anything to the contrary set forth in these Terms of Service, Abrams Research may at any time seek injunctive or other appropriate legal or equitable relief against you and/or against others, in any state or federal court, in the event that Abrams Research believes that you have violated or threatened to violate any of Abrams Research's intellectual property rights or in the event that Abrams Research is sued in any such court as a result, in whole or part, of any actual or alleged action or inaction by you or your breach of any agreement you have entered into with Abrams Research, and you hereby consent to the exclusive jurisdiction and venue of such courts and agree to waive any right to a jury trial.
If any provision of these Terms of Service would be held to be invalid, prohibited or unenforceable in any jurisdiction for any reason (including without limitation any provision which may be held unenforceable because of the scope, duration or area of its applicability), unless narrowed by construction, such provision shall, as to such jurisdiction, be construed as if such invalid, prohibited or unenforceable provision had been more narrowly drawn so as not to be invalid, prohibited or unenforceable (and the court making any such determination as to any provision shall have the power to, and shall, modify such scope, duration or area or all of them, and such provision shall then be applicable in such modified form in such jurisdiction only). If, notwithstanding the foregoing, any provision of these Terms of Service would be held to be invalid, prohibited or unenforceable in any jurisdiction for any reason, such provision, as to such jurisdiction, shall be ineffective to the extent of such invalidity, prohibition or unenforceability, without invalidating the remaining provisions of these Terms of Service, or affecting the validity or enforceability of such provision in any other jurisdiction.
No waiver by Abrams Research of any term or condition of these Terms of Service shall be deemed a further or continuing waiver of such term or of any other term, and Abrams Research's failure to assert any right or demand compliance with any provision of these Terms of Service shall not be deemed to constitute a waiver of any such right or provision. Any waiver of any provision of these Terms of Service will be effective only if in writing and signed by Abrams Research.
These Terms of Service (which may be amended from time to time), along with your M&C Agreement, any Project Invitation accepted by you and any other written contract you have entered into with Abrams Research, constitute the entire agreement between you and Abrams Research. By using this Site, becoming a Network Member, accepting a Project Invitation and/or entering into any other contract with Abrams Research, you agree that TO THE EXTENT THERE IS A DIRECT INCONSISTENCEY BETWEEN THESE TERMS OF SERVICE AND ANY TERMS SET FORTH IN: YOUR M&C AGREEMENT, ANY PROJECT INVITATION ACCEPTED BY YOU OR ANY OTHER CONTRACT YOU HAVE ENTERED INTO WITH ABRAMS RESEARCH, THE TERMS SET FORTH IN THESE TERMS OF SERVICE SHALL GOVERN.
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