USE OF SOFTWARE:
The software (including any demo software) and accompanying documentation and other Materials available on this web site are the copyrighted works of ICM and may be protected by other laws. Use of any software by a Licensed User is governed by the terms of this Agreement and any accompanying Master License Agreement. Licensed User is not permitted to use any software unless Licensed User agrees to the terms of such Master License Agreement. If there is a conflict between the terms of this Agreement and the Master License Agreement the terms of the Master License Agreement shall control. THE SOFTWARE IS WARRANTED, IF AT ALL, ONLY ACCORDING TO THE TERMS OF THE MASTER LICENSE AGREEMENT. OTHERWISE, THE SOFTWARE IS PROVIDED "AS IS".
WARRANTIES AND DISCLAIMERS:
THE SOFTWARE, DOCUMENTS, GRAPHICS AND OTHER INFORMATION PUBLISHED ON THIS WEB SITE COULD INCLUDE ERRORS, TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. ICM AND ITS SUPPLIERS MAY MAKE CHANGES PERIODICALLY TO THIS SOFTWARE AND INFORMATION WHETHER DIRECTLY OR THROUGH THIS WEB SITE AT ANY TIME. ICM DOES NOT WARRANT THAT THE FUNCTIONS, FEATURES OR MATERIAL CONTAINED IN THIS WEB SITE WILL BE UNINTERRUPTED OR OPERATE ERROR FREE, THAT THE DEFECTS WILL BE CORRECTED, OR THAT THIS WEB SITE AND ITS SERVER ARE FREE FROM COMPUTER VIRUSES AND OTHER HARMFUL GOODS OR PRODUCTS. ICM AND ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE DOCUMENTS, GRAPHICS, AND OTHER INFORMATION PUBLISHED ON THIS WEB SITE FOR ANY PURPOSE OR REPRESENT OR GUARANTEE THE RESULT OF USING THIS WEB SITE. ALL SUCH INFORMATION IS PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND. ICM AND ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. CONSEQUENTLY, THE LICENSED USER MAY USE THIS WEB SITE AT THE LICENSED USER'S OWN RISK.
IN NO EVENT SHALL ICM OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR OTHER ECONOMIC LOSS OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE , OTHER TORTIOUS ACTION OR ANY OTHER ACTION OR CLAIM WHETHER OR NOT SUCH CLAIMS ARISE OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF INFORMATION, SOFTWARE OR OTHER PRODUCTS OR SERVICES AVAILABLE FROM THIS WEB SITE, WHETHER OR NOT ICM IS AWARE OR MADE AWARE OF SUCH VIOLATION. THE LIMITATION OF DAMAGES SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE CUSTOMER, LICENSED USER AND ICM, AND THE INFORMATION AND SERVICES PROVIDED FROM THIS WEB SITE WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. SOME STATE LAWS MAY SUPERSEDE THESE LIMITATIONS.
Licensed User agrees to defend, indemnify, and hold harmless ICM, ICM's Affiliates, and ICM and ICM's Affiliates' officers, directors, employees and agents, from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from Licensed User's improper use of the Web Site, Software, Materials, Documents, or any other breach by Licensed User of the terms of this Agreement. ICM agrees to defend, indemnify, and hold harmless Licensed User, Customer, and Customer's Affiliates, from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from ICM's breach of the terms of this Agreement.
LINKS TO THIRD PARTY SITES:
If Licensed User decides to access or use any of the third party web sites linked to this web site, Licensed User does so this entirely at Licensed User's own risk. The linked sites are not under the control of ICM and ICM is not responsible for the contents of any linked site or any link contained in a linked site, or any changes or updates to such sites. ICM is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by ICM of the site.
ICM, and the names of any ICM services or products displayed on this web site are registered trademarks or ICM currently owns common law rights to such trademarks. The names of other products and companies mentioned herein are the property of their respective owners and may also be trademarks. The Licensed User agrees not to use ICM's trademarks or any of the Affiliated trademarks: (1) in, as, or as part of, Licensed User's own trademarks or those of any third parties; (2) to identify products or services that are not those of ICM and the web site; (3) in a manner likely to cause confusion; or (4) in a manner that implies inaccurately that ICM or the web site sponsors, endorses, or is otherwise connected with, Licensed User's own activities, products and services or those of third parties.
E-MAIL AND OTHER COMMUNICATIONS:
Licensed Users must not nor assist any other individual or entity to post or transmit to or from this site any solicitations or advertisements, chain letters or pyramid schemes, any unlawful, threatening, libelous, defamatory, obscene, pornographic, or other material that would violate any law, including but not limited to copyright, trademark, patent, trade dress, and the like.
ICM shall have the right for any reason, in its sole discretion, to terminate, change, suspend, or discontinue any aspect of the Web Site, including but not limited to the Software, Materials, features, or hours of availability. ICM may also impose limits on certain features and services or restrict access to parts or all of the Web Site without notice or liability. Additionally, ICM shall have the right, in its sole discretion, to terminate Licensed User's access to any or all portions of the Web Site at any time, without notice.
In the event that Licensed User violates any provision of this Agreement, Licensed User's permission to use the Materials automatically terminates and Licensed User must immediately destroy any and all copies that Licensed User has made of the Materials.
Pursuant to 17 U.S.C. Â§512(c), notice is hereby given that the person identified below is the Designated Agent for receiving complaints concerning this web site, including for purposes of receiving notification of any claims of intellectual property infringement:
Name: General Counsel
Mailing Address: 747 Third Avenue, 30th Floor, New York, NY 10017
A waiver by either party of a breach of any term or condition of this Agreement shall not constitute a waiver of any further breach of a term or condition of this Agreement and no waiver shall be effective unless in writing signed by the party. This Agreement contains the entire agreement and supersedes all prior agreements and negotiations that relate to the subject matter of this Agreement, whether oral or written, between the parties, except as expressly provided in a particular master license agreement referenced herein. Licensed User acknowledges that no promise, representation, warranty, or covenant not included in this Agreement has been or is relied upon. Licensed User has relied upon Licensed User's own examination of the full Agreement and the provisions thereof, and the warranties, representations, and covenants expressly contained in the Agreement itself. This Agreement shall be construed in accordance with and its performance shall be governed by the laws of the State of New York, notwithstanding the choice of law rules of such State. The State and Federal courts of New York shall have exclusive jurisdiction to determine all claims, disputes, actions, or suits that may arise hereunder and the parties expressly consent to such exclusive jurisdiction and venue before the proper authority in New York. If any one or more provisions of this Agreement shall be found to be illegal or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Words in the singular shall include the plural and words in the plural shall include the singular. Words in any gender shall include the other gender. The paragraph headings used herein are for the convenience of the parties and shall not be deemed to modify or construe the provisions hereof. This Agreement shall be binding upon and shall inure to the benefit of the heirs and personal representatives and/or the successors and assigns of the parties. Further, if either party defaults in the performance of its obligations under this Agreement, then the defaulting party agrees to pay reasonable costs and attorneys' fees to enforce this Agreement.