Chart – Terms of Service

A.         Acceptance of Terms of Service

B.         Definitions

C.        Permitted and Prohibited Uses

D.        Fees

E.         Term and Renewal

F.         Termination

G.        Users

H.        Cancellation and Suspension

I.          Registration

J.         Submitted Content

K.         Confidentiality

L.         No Warranties

M.        Indemnification

N.        Limitations of Liability

O.        Privacy

P.         Rights and Licenses

Q.        Updates and Modifications

R.        General Provisions

 

A.   Acceptance of Terms of Service

Your access to and use of the Site, Subscription and any Associated Services are governed by these terms of service (“Terms of Service”), which constitute a legally binding contract between You and numo. You should review the Terms of Service carefully.  By accessing or using the Site or any part thereof, You represent and warrant that You have read and understood, and agree to be bound by these terms, as they may be updated from time to time by numo and acknowledge the adequacy of consideration for this agreement. If You are accessing the Site, Content or any Associated Services on behalf of a company, organization or entity, You represent and warrant that You have the right, power and authority to bind such company, organization or entity. These Terms of Service are binding upon Your successors, representatives and assigns.

If You do not agree to be bound by these Terms of Service, or if You lack the authority to bind the company, organization or entity on whose behalf You are purporting to act, You may not access or use any part of the Site.

B.   Definitions

For the purposes of these Terms of Service, the following terms shall have the meanings specified in this Section B. Any reference to the singular shall include the plural usage, and vice versa.

“Affiliates” shall mean any entity that owns or controls, is owned or controlled by, or is under common ownership or control with You or numo. 

“Associated Services” shall mean any services identified on an Order Form performed by numo on behalf of a User outside of providing Content to the User via the Site.

“numo” shall mean numo llc, or any assigns or successors-in-interest.

“Content” or “Contents” shall mean any and all information or data made available by numo to a User, including, without limitation, any and all information or data made available to a User on a trial or temporary basis.

“Control” or “control” shall mean the right to exercise the voting rights associated with at least thirty percent (30%) of the voting equity of the applicable entity.

“Feedback” shall mean any suggestions, ideas, recommendations, concepts, improvements, error notifications, opinions, insights, modifications, comments, impressions, criticisms or other analyses of the Site, Content or any Associated Services You provide to numo.

“Ownership” shall mean ownership of at least thirty percent (30%) of the equity of the applicable entity. 

“Registration” shall mean the process through which Users are identified and associated with a Subscription.

“Site” shall mean the website through which numo makes the Content available to Users.

“Subscriber” or “You” shall mean the person agreeing to these Terms of Service, or if such person is acting on behalf of a company, organization or other entity, the entity on whose behalf such person is acting.

“Subscription” shall mean Your authorized access to the non-public portions of the Site, Content and any Associated Services, subject to Your compliance with the terms of these Terms of Service.

“Subscription Period” shall mean the period of time beginning with the Subscription Start Date and continuing for the length of the Term.

“Subscription Start Date” shall mean the first date on which a Subscriber is authorized to access the Site, as may be specified in an Order Form. In the absences of a specified Subscription Start Date, the Subscription Start Date shall be the date on which numo executes an Order Form.

“Term” shall mean the period during with a Subscriber is authorized to access the Site, as may be specified in an Order Form. In the absence of a specified Term, the Term shall be for twelve (12) months.

“User” or “Users” shall mean: (a) a Subscriber, if acting individually; or (b) an individual designated by a Subscriber as acting on behalf of that Subscriber, if the Subscriber is a company, organization or other entity.

C.  Permitted and Prohibited Uses

C.1          Permitted Uses

Subject to the terms of these Terms of Service, including, without limitation, Section C.2 below, You may use the Site, Content and any Associated Services:

1)    For Your own internal research purposes;

2)    For marketing Your properties;

3)    For creating research reports, provided that such reports are used only by You, Your clients, and Your tenants, and are not otherwise distributed; and

4)    Only in the United States of America and where permitted by law.

 

C.2          Prohibited Uses

Notwithstanding anything to the contrary elsewhere in these Terms of Service, You shall not:

1)    Access or use any part of the Site, Content or any Associated Services unless You are a Subscriber or a User and at least eighteen (18) years of age;

2)    Decompile, disassemble, reverse engineer, modify, prepare derivative works of, or otherwise attempt to discover the source code to the Site;

3)    Scrape, compile, archive, or make offline copies of the Content, except as expressly provided in Section C.1;

4)    Use any of the Content to create, add information to, or remove information from any other database, software or product;

5)    Use the Site, Content or Associated Services in any way that is illegal, infringing, harmful, fraudulent, false, misleading or that constitutes an unfair trade practice;

6)    Copy, modify, distribute, transmit, display, perform, reproduce, transfer, resell, or republish any of the Content of the Site without the prior written consent of numo, which may be withheld in its sole discretion;

7)    Allow, encourage, or facilitate access to the Site, Content and/or any Associated Services by any third-party under Your subscription, including by providing or allowing access to Your login credentials to any party not specifically identified as a User;

8)    Access any area of the Site or Content that You are not authorized to access;

9)    Introduce viruses, worms, software, Trojan horses or other similar harmful code into the Site;

10) Tamper with the operation, functionality or security of the Site;

11) Identify, re-identify, or attempt to identify or re-identify any individuals using the Content under any circumstance, use case, or other scenario;

12) Publish or publicly disseminate, or cause to be published or publicly disseminated, the Site, the Contents, or research results from the Contents;

13) Trade securities or financial instruments of any kind using the Content;

OR

14) Access the Site for the purposes of, or in aid to, the development of a competing product, service, software or site. 

D.  Fees

The fees for Your subscription to the Site shall be defined in the relevant Order Form unless You received a free trial Subscription offer from numo in which case there shall be no fee for the term of Your free trial subscription. You are responsible for timely and complete payment of all fees due, together with any applicable taxes or additional fees, within thirty (30) days of receipt of an invoice from numo. numo accepts payments by ACH or check. If You dispute the validity of any fee charged by numo on an invoice, You must notify numo within fifteen (15) days of receipt of the invoice or Your right to dispute such fees is waived.

E.   Term and Renewal

Your Subscription shall begin on the Subscription Start Date and continue for the Term. Unless You notify numo within thirty (30) days of the end of the Subscription Period, Your Subscription will automatically renew for one (1) additional twelve (12) month period at numo’s then-prevailing rates.

Notwithstanding the foregoing, numo may offer You a trial Subscription to the Site for a length of time specified in the offer for such trial Subscription received by You.  Any trial subscription is offered at numo’s sole discretion, and the terms set forth in such offer, combined with the terms set forth in these Terms of Service, shall be binding on You.  numo may end Your trial Subscription at any time.  The terms of the trial Subscription shall supersede these Terms of Service in the event of a conflict between them, but only to the extent such conflict exists.

F.   Termination

numo may terminate Your Subscription if You materially breach Your obligations hereunder and fail to cure such breach within ten (10) days of being notified of the breach.   

Upon expiration or termination of Your Subscription for any reason You shall immediately completely, securely and permanently delete and destroy (i) any access credentials for the Site provided to You by numo; and (ii) any Contents, data, or other information stored, exported, copied, or otherwise obtained from the Site.  Upon expiration or termination of Your Subscription, You shall not thereafter attempt to access the Site.

G.  Users

Subject to the number of licenses purchased by You under an Order Form, You may designate a natural person as a User, allowing them to access the Site and any Associated Services on Your behalf. Users will be issued individualized credentials during Registration, which are personal to the User, and may not be shared with any other person or entity. You are responsible and liable for Your Users’ compliance with the terms of the Terms of Service.

H.  Cancellation and Suspension

numo may, in its sole discretion and without liability to You, suspend Your access to the Site, including Your Subscription, if numo suspects that You are breaching any provision of the Terms of Service, as may be required by applicable law or regulation or as necessary to maintain the availability, stability and/or security of the Site. Any such suspension will last for as long as the breach or such other condition continues. You won’t receive any credit or refund for any period during which Your Subscription is suspended under this Section H.

I.     Registration

In order to access the Site and/or a Subscription, individual users must register with numo. During Registration, You must provide updated and accurate billing, contact, and identifying information. You represent and warrant that (i) the information provided by You and Your Users during Registration is complete and accurate and (ii) You will keep Your Registration information up to date, and will require Your Users to do the same. By registering with numo, You understand, acknowledge, and agree that numo may provide You notice under these Terms of Service by sending electronic mail to the address provided by You during Registration.

J.    Submitted Content

If You submit any information, data, images, text, messages, or other content to the Site (“Your Content”), You represent and warrant that You have all necessary rights and licenses to submit such information, and will indemnify and hold numo harmless in the event of any claims arising from the breach of this representation.

If You submit any Feedback to numo, the Feedback will belong to and may be used by numo. By submitting Feedback, You assign any and all rights, title and interest You hold to the Feedback to numo including without limitation all patent rights, trademark rights, copyrights and all related goodwill, and acknowledge that numo may use the Feedback without attribution or compensation to You.  numo has no obligation to use any Feedback.

K.   Confidentiality

All information, whether oral or written or via computer disk or electronic media, to which You are given access or which is made available to You by numo, whether directly or through a third party at numo’s request, is referred to hereinafter as "Confidential Information."  Confidential Information shall include, without limitation, all Content, the non-public areas of the Site, technology, know-how, processes, software, databases, trade secrets, contracts, proprietary information, all historical and financial information, business strategies, operating data, organizational records and cost structures, pricing information, product and business requirements, and any information about or from numo’s customers, vendors or employees, whether received before or after the date hereof.  Except as expressly provided below or with numo’s written consent, You agree: (i) to hold all Confidential Information of numo in confidence, (ii) that Confidential Information of numo will not be accessed by, disclosed, made available or transferred to any third party, and (iii) Confidential Information shall be protected as required by law and regulations. 

L.   No Warranties

You understand, acknowledge, and agree that the SITE, THE Content and the ASSOCIATED SERVICES ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS. USE OF THE Site AND the CONTENT IS AT Your SOLE RISK. THE Site AND the CONTENT ARE PROVIDED WITHOUT ANY REPRESENTATIONS, ENDORSEMENTS, OR WARRANTIES OF ANY KIND WHATSOEVER, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF TITLE OR ACCURACY AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, WITH THE SOLE EXCEPTION OF WARRANTIES (IF ANY) WHICH CANNOT BE EXPRESSLY EXCLUDED UNDER APPLICABLE LAW.  NUMO DOES NOT WARRANT THAT THE SITE OR THE CONTENTS WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF the SITE OR THE CONTENT WILL BE UNINTERRUPTED, ERROR FREE, SAFE OR SECURE.   NUMO HAS NO OBLIGATION TO CORRECT ANY BUGS, DEFECTS OR ERRORS IN THE SITE OR CONTENT OR TO OTHERWISE SUPPORT, MAINTAIN, IMPROVE, MODIFY, UPGRADE, UPDATE OR ENHANCE THE SITE OR THE CONTENT.  The site and its contents are not INTENDED TO CONSTITUTE legal, tax, or accounting advice and should not be relied upon for such purposes.  Although the Site may establish links between the Site and one or more Websites operated by third parties, neither Numo nor any of its affiliates MAKES Any REPRESENTATIONS, ENDORSEMENTS, OR WARRANTIES, EITHER EXPRESS OR IMPLIED, AND SHALL HAVE NO LIABILITY WITH RESPECT TO ANY WEBSITE OPERATED BY A THIRD PARTY.  PNC DOES NOT MAKE ANY REPRESENTATIONS, ENDORSEMENTS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, AND SHALL HAVE NO LIABILITY WITH RESPECT TO ANY CONTENT, DATA, INFORMATION, APPLICATIONS OR MATERIALS FROM THIRD PARTIES DISPLAYED ON THE SITE OR INCLUDED IN THE CONTENT.

M. Indemnification

You shall indemnify and hold numo, its Affiliates, Licensors, directors, officers, employees, suppliers and agents (collectively the “numo Parties”) harmless from and against all costs, expenses (including, without limitation, attorneys’ and legal fees), damages and other liabilities associated with any demand, claim, action, suit or proceeding (collectively, “Claims”) that arise out of (i) the use of Site, the Content or any Associated Service by You or Your Users; (ii) any Claim based on Your Content; (iii) violation of Applicable Law, or (iv) a breach of these Terms of Service by You or Your Users.   

N.  Limitations of Liability

N.1          No Special Damages.

IN NO EVENT WILL NUMO OR ITS LICENSORS, AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, SUBSIDIARIES, CONTRACTORS, SUPPLIERS OR THEIR RESPECTIVE EMPLOYEES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER UNDER A CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, ARISING IN CONNECTION WITH YOUR USE OF THE SITE, THE CONTENT, THE ASSOCIATED SERVICES OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, LINE SYSTEM FAILURE, LOSS OF REVENUE, LOSS OF DATA, OR LOSS OF USE RELATED TO THIS SITE, THE CONTENT OR ASSOCIATED SERVICES OR ANY SITE OPERATED BY ANY THIRD PARTY OR THE CONTENT OF ANY OTHER WEBSITE, EVEN IF NUMO WAS, IS OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

N.2          Limitations on Direct Damages.

Notwithstanding anything to the contrary in these Terms of Service, in no event shall numo, its Affiliates, third-party licensors, agents, suppliers, contractors, directors, officers or employees be liable to You  for any amount greater than One Thousand Dollars ($1,000.00).

N.3          The parties understand, acknowledge and agree that this allocation of risk and limitation of liability is an essential and material element of the bargain between the parties, absent which numo would not be able to provide the Site, the Content or any Associated Services to You.        

N.4          Notwithstanding the applicable statute of limitations, You must file any claim, lawsuit, or request for dispute resolution, including arbitration and mediation, within one (1) year of when it could first be brought. Otherwise, You permanently waive the claim, and agree that it is permanently barred.

O.  Privacy

numo may collect, analyze, and use information provided to numo by You, including information submitted passively by You while accessing the Site, but will only do so in accordance with numo’s Privacy Policy (http://chart.numo.com/privacy-policy), which numo may update at any time in its sole discretion by posting a new version of Privacy Policy.  By accessing the Site You represent and warrant that You have read and understood and agree to be bound by numo’s Privacy Policy.

P.   Rights and Licenses

numo, its Affiliates, suppliers, contractors and licensors retain all ownership of and proprietary rights to the Site, Content, any Associated Services, and all images, graphics, icons, trademarks, trade names, service marks, logos, domain names, code, data, and other information and all updates or modifications thereto (“Proprietary Material”). You acquire no right, title, ownership or other interest in the Proprietary Material through Your use of the Site, the Content, any Associated Service, or the Subscription.  You agree not to delete any copyright, trademark or similar notice from any Content You obtain from the Site.

Subject to Your compliance with these Terms of Service, numo grants You a non-exclusive, non-sublicensable, non-transferable, limited, and revocable license to access and use the Site, the Content and any Associated Services.

Q.  Updates and Modifications

Q.1         numo may update, change, alter, or amend the terms of these Terms of Service (an “Update”) from time to time in its sole discretion. If You access or use the Site, any Associated Services, or the Content after the effective date of an Update, You are agreeing to be bound by the updated Terms of Service.  An Update will take effect on the date which it is first posted to the Site.  

 

Q.2         numo is continuously updating and changing the Site and Content, and reserves the right at any time and from time to time to modify, update or discontinue, temporarily or permanently, the Site and/or any Content (or any part thereof) with or without notice.  You agree that that numo shall not be liable to You or to any third party for any modification, update, discontinuance or suspension of the Site and/or any Content (or any part thereof).

R.  General Provisions

R.1          No High-Risk Use. The Site, Content and any Associated Services are not designed for use in any environment where significant damage could result from an error. As such, the Site, Contents, and any Associated Services shall not be used in conjunction with any high-risk activity, including but not limited to nuclear facilities, hazardous waste facilities, life-supporting systems, military activities, air traffic control systems, or navigation systems.

R.2          Waiver; Enforceability.  No delay or failure on the part of either party to exercise any right or power arising hereunder will act as a waiver of such right.  If any of the provisions of these Terms of Service are held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the validity, legality and enforceability of the other provisions shall not be affected or impaired.

R.3          Successors and Assigns.   You shall not assign or transfer Your obligations under these Terms of Service to any third party without the prior written consent of numo.  A merger, sale of a majority of Your assets or equity or voting control, or a transfer by operation of law shall be considered a “transfer” under this Section R.3.

R.4          Independent Parties. The parties to these Terms of Service are independent, and under no circumstances shall they be, or be deemed to be, each other’s partner, agent, servant, distributor, or employee.

R.5          Export.  You agree that You will not use the Site, the Content or the Associated  Services for any purposes prohibited by United States law, and will not export or re-export the Site, Content or Associated Services, except as authorized by United States law and the laws of the jurisdiction in which the Site, Content or Associated Services were obtained.  You hereby represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo or other sanctions program, or has been designated by the U.S. Government as a “terrorist supporting” country or other country of special money laundering or terrorist concern and (ii) You are not listed on any U.S. Government list of prohibited or restricted parties. 

R.6          Governing Law.  These Terms of Service shall be governed by the laws of the Commonwealth of Pennsylvania, without regard to its conflicts of laws provisions.  You hereby irrevocably consent to the exclusive jurisdiction of any state or federal court in Allegheny County, Pennsylvania, and consent to service of process by nationally recognized overnight courier service directed to You at the address provided by You during registration. Nothing contained in these Terms of Service will prevent numo from bringing any action, enforcing any award or judgment against any security or against any of Your property within any other county, state or other foreign or domestic jurisdiction. The parties agree that the venue provided above is the most convenient forum for both parties, and You waive any objection to venue and any objection based on a more convenient forum in any action instituted under these Terms of Service.          

R.7          Entire Agreement.   These Terms of Service supersede all other agreements and understandings, both written and oral, between the parties with respect to the subject matter contained herein.   

R.8          Survival. Sections B, F, K, L, M, N, P and R shall survive termination or expiration of these Terms of Service for any reason.