TERMS OF USE
These Terms of Use are incorporated by reference into and govern your access to and use of the Real Rate Report® and the content, materials, publications, data information, and other information contained therein, or any parts thereof, and the results derived and any outputs generated from the use thereof between Wolters Kluwer ELM Solutions, Inc., (“WKELM”) and you (collectively, the “Agreement”).
By accessing, downloading and/or otherwise using the Real Rate Report® you acknowledge that you have read, understood and agreed to be bound by this Agreement. You acknowledge and agree that use of the Real Rate Report® may contain additional terms and restrictions, including location restrictions, and that you are subject to, and will comply with, such terms and restrictions.
This Agreement applies to your access to and use of the Real Rate Report® and does not alter in any way the terms and conditions of any other agreement you may have with WKELM for other products, software, services or otherwise, unless otherwise agreed to in writing.
1. AUTHORIZED USE AND RESTRICTIONS.
a. Authorized Use. Subject to the terms and conditions of the Agreement, use of the Real Rate Report® is licensed to you and your use is restricted as set forth herein. The Real Rate Report® may only be used for your organization’s internal use, reference and informational purposes only, subject to the restrictions set forth herein (collectively, the “Authorized Use”). The Authorized Use excludes the following: (i) redistribution, retransmission, publication (including print, electronic format, or hosting on a website), resell, sublicense, transfer, commercial or other exploitation of the Real Rate Report® , in whole or in part, including as part of providing professional services to your clients or pursuant to a services bureau, time-sharing, outsourcing or other similar arrangement; (ii) reverse engineering, decompiling or modification of the Real Rate Report®, in whole or in part; (iii) uploading, downloading, copying, scraping, monitoring, fetching, collecting, datamining or ingesting the Real Rate Report® in its entirety or in lengthy sequence, by automated means, robot, bot, spider or otherwise, or storing the Real Rate Report® in a third party application for such purposes; (iv) creating any archive of the Real Rate Report®; (v) preparing derivative works or incorporation of the Real Rate Report® materials, in whole or in part, in any other work or system; (vi) using the Real Rate Report® for creating, developing or improving your own or a third party’s products, including without limitation for the purpose of or use with machine learning or artificial intelligence tools or applications; (vii) train, process or input the Real Rate Report® by or into automated software, services or tools, including, but not limited to, artificial intelligence solutions, algorithms, machine learning, large language models, robots, search engines, text or data mining (including within the meaning of European Union (“EU”) Directive (EU) of the European Parliament and of the Council of 17 April 2019 on copyright and related rights in the Digital Single Market, as amended (“Copyright Directive”) or other like laws) or any other aggregation functionality; (viii) use the Real Rate Report® or the information contained therein or results derived therefrom, to develop any tools, products or services that could be competitive with the Real Rate Report® or any other tools, products or services provided by WKELM or its affiliates, or (ix) alter, remove, truncate, hinder delivery or otherwise modify the format, scope or access to, the Real Rate Report®, in whole or in part, including but not limited to, any formatting, ordering or placement of the Real Rate Report® or any content therein, or any copyright, disclaimer, notice, warning, data expiration date, or last version date included in the Real Rate Report®.
b. Ownership and Copyright. WKELM, its affiliates, and/or licensors retain all right, title and interest in and to the Real Rate Report® . Your rights to the Real Rate Report® are limited to the limited license granted herein. The Real Rate Report® including, without limitation, text, pictures, graphics, data and other files and the selection and arrangement thereof, are the copyrighted materials of WKELM or its licensors, all rights reserved. Any unauthorized use of the Real Rate Report® may violate copyright laws, trademark laws, the laws of privacy and publicity and communications regulations and statutes.
c. Trademarks. The trademarks, service marks, trade names, and logos, including, but not limited to, page headers, custom graphics, button icons, and scripts (collectively, the “Trademarks”) used and displayed on the Real Rate Report® are registered or unregistered trademarks, service marks and/or trade dress of WKELM or its affiliates and/or licensors, and you many not copy, imitate or use the Trademarks, in whole or in part, for any purpose. No license or other right to use any Trademark used or displayed on the Real Rate Report® is granted to you. Customer shall not erase, remove, deface or cover any trademark, trade names, numbers, copyright or other proprietary notices, guarantee, designation of origin, means of identification, disclaimer or other statement used on any media containing the Real Rate Report® materials or used in relation to it, nor shall Customer authorize another person to do so.
2. PAYMENT TERMS. Customer will pay all amounts owed to WKELM, as described on the purchase site designated by WKELM, prior to receiving the Real Rate Report®. Customer acknowledges that the purchase site is a third-party website and credit card statements may display the processing party’s name rather than WKELM’s name.
3. USER RESPONSIBILITY; PROFESSIONAL ADVICE. YOU ASSUME ALL RESPONSIBILITIES AND OBLIGATIONS WITH RESPECT TO THE USE OF THE REAL RATE REPORT® TO ACHIEVE YOUR INTENDED RESULTS. YOU ASSUME ALL RESPONSIBILITIES AND OBLIGATIONS WITH RESPECT TO ANY DECISIONS OR ADVICE MADE OR GIVEN AS A RESULT OF THE USE OR APPLICATION OF REAL RATE REPORT® OR ANY CONTENT OR OUTPUT RETRIEVED THEREFROM, FOR THE CONTENT, ACCURACY, AND REVIEW OF SUCH RESULTS. WKELM AND ITS LICENSORS ARE NOT ENGAGED IN RENDERING LEGAL, ACCOUNTING, TAX OR OTHER PROFESSIONAL ADVICE OR SERVICES. IF LEGAL, ACCOUNTING, TAX OR OTHER EXPERT ASSISTANCE IS REQUIRED, THE SERVICES OF A COMPETENT PROFESSIONAL SHOULD BE SOUGHT. YOU ARE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR THE USE OF AND ACTIONS TAKEN OR OMITTED BASED ON THE REAL RATE REPORT® AND ANY AND ALL LIABILITY IN CONNECTION THEREWITH.
4. WARRANTY DISCLAIMER. THE REAL RATE REPORT® IS PROVIDED “AS IS,” “WITH ALL FAULTS” AND WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. WKELM AND ITS LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE REAL RATE REPORT®, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, DATA ACCURACY, INFORMATIONAL CONTENT, ACCURACY, RELIABILITY, CURRENTNESS, OR COMPLETENESS.
5. LIMITATION OF LIABILITY. IN NO EVENT WILL WKELM AND ITS LICENSORS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SUBCONTRACTORS, AGENTS, SUCCESSORS, ASSIGNS, AFFILIATES OR SUBSIDIARIES (COLLECTIVELY, THE “COVERED PARTIES”), BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, DAMAGES RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION ARISING OUT OF RELATING TO THE USE OF REAL RATE REPORT® THE CONTENT, MATERIALS, OR OTHER INFORMATION CONTAINED REAL RATE REPORT® REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO, NEGLIGENCE) OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
WHILE YOUR USE OF THE REAL RATE REPORT® IS AT YOUR OWN RISK, IF ANY COVERED PARTY SHOULD HAVE ANY LIABILITY FOR ANY LOSS, HARM OR DAMAGE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE REAL RATE REPORT® , THE TOTAL AGGREGATE LIABILITY OF THE COVERED PARTIES FOR ANY AND ALL CLAIMS SHALL NOT EXCEED THE AMOUNT OF FEES PAID TO WKELM BY YOU FOR THE REAL RATE REPORT®.
6. GOVERNMENT RESTRICTED RIGHTS. If the Customer is a U.S. government organization, then the materials on the Real Rate Report® are provided to U.S. government users with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the government is subject to restrictions as set forth in applicable laws and regulations and in the Agreement. Use of the materials by the government constitutes acknowledgment of WKELM’s or other owner’s proprietary rights in them.
7. DIGITAL MILLENNIUM COPYRIGHT ACT (“DMCA”) NOTICE. Certain materials on the Real Rate Report® are from third parties not within WKELM’s control. WKELM is under no obligation to, and does not, scan such third-party materials for the inclusion of illegal or impermissible content. However, WKELM respects the copyright interests of others and, as a policy, does not knowingly permit materials herein that infringe another party’s copyright.
If you believe any materials on the Real Rate Report® infringe a copyright, you should provide us with written notice that at a minimum contains:
• A physical or electronic signature (i.e., “/s/ (print name)”) of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
• Identification of the work(s) claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site and a statement of ownership of such work(s);
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
• Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted;
• A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
• A statement, under penalty of perjury, that the information in the notification is accurate and that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; and
• Include the following statement: “I have good faith belief that the use of the copyrighted materials described above and contained on the service is not authorized by the copyright owner, its agent or protection of law.”
All DMCA notices should be sent to Designated Agent for:
Wolters Kluwer ELM Solutions, Inc.
2929 Allen Parkway, Suite 3300
Houston, TX 77019
Email: [email protected]
8. MISCELLANEOUS. If any provision(s) of this Agreement is held by a court of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect. WKELM’s failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by WKELM in writing. This Agreement may not be assigned in any manner by you without the express, prior written permission of WKELM.
You agree to handle and use the Real Rate Report® in compliance with all applicable export controls and economic sanctions laws, including without limitation by not exporting or transferring the Real Rate Report® to, using the Real Rate Report® for the benefit of, or making the Real Rate Report® available for use by any person, entity or organization located in any jurisdiction that is subject to comprehensive U.S., EU, UN or UK economic sanctions; or with whom U.S. persons are otherwise prohibited from engaging in such transaction. You further represent and warrant that you are not identified on or as (a) U.S. Office of Foreign Assets Control Specially Designated Nationals list, (b) UK HM Treasury Consolidated List of Sanctions Targets, (c) the EU Consolidated List of Persons, Groups, and Entities Subject to EU Financial Sanctions, or (d) any other applicable sanctions list, or (e) an entity or organization fifty percent or more owned, directly or indirectly, individually or in the aggregate by any person(s) identified in subclauses (a) through (d). You further agree not to provide access to and use of the Real Rate Report® to any individual located in any region subject to comprehensive embargoes under various sanctions issued by the U.S., EU, or UK, including but not limited to, Iran, Cuba, Syria, North Korea, Crimea or the Donetsk People’s Republic (DNR) or Luhansk People’s Report (LNR) regions of Ukraine. WKELM shall have no obligation to make the Real Rate Report® available to any user or in any jurisdiction if doing so, in its reasonable discretion, would violate applicable law.
This Agreement and any disputes arising out of or related to this Agreement are governed by and shall be governed by and enforced in accordance with, the laws of the State of New York, without regard to any law or statutory provision which would require or permit the application of another jurisdiction’s substantive law. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. You irrevocably and unconditionally: (i) consent to submit to the exclusive jurisdiction of the state and federal courts in the State of New York (the “New York Courts”) for any litigation or dispute arising out of or relating to this Agreement; (ii) agree not to commence any litigation arising out of or relating to this Agreement except in the New York Courts; (iii) agree not to plead or claim that such litigation brought therein has been brought in an inconvenient forum; and (iv) agree the New York Courts represent the exclusive jurisdiction for all disputes relating to this Agreement. EACH PARTY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS IT CONTEMPLATES.