TERMS AND CONDITIONS OF SUBSCRIPTION AGREEMENT Some contents and/or services on TimeMachine may be offered to you conditioned on your purchase of a subscription. If you elect to purchase subscription-based content/services and transmit to Northern Blue Publishing a subscription purchase request, you warrant that you are at least 18 years of age, that all information that you submit is true and accurate (including without limitation your credit card number and expiration date), and you agree to pay all subscription fees you incur plus all applicable taxes. If you purchase a subscription through Northern Blue Publishing, you may cancel your subscription to any fee-based content and/or services after 180 days following the date of purchase by contacting Northern Blue Publishing Customer Support to receive a partial prorated refund. You are not entitled to any refund if you cancel before the initial 180 day period. If you purchase a subscription from a source other than Northern Blue Publishing, other cancellation and refund terms may apply. If you acquire a TimeMachine individual subscription, this licence is personal to you and the members of your household, and you may not transfer or make available your account name and password to others, including without limitation your co-workers. Any distribution by you of your account name and password may result in cancellation of your subscription without refund and in additional charges based on unauthorized use. 1. License. a. Grant. Northern Blue Publishing grants You a non-exclusive, nontransferable, limited license to access TimeMachine (the "Knowledge Base"), which consists of various databases, services, and remotely-accessed materials (collectively "Features") which may change from time to time. Northern Blue Publishing, in its sole discretion, may restrict access to certain Features at any time. b. Limitations. You may only Access the TimeMachine web site ("Website"): (1) via hyper text transfer protocol (http); (2) during the subscription term; and (3) from a computer located at the location(s) indicated above. You agree not to access, copy, download, store, publish, transmit, transfer, sell or use any part of the information or data in the Knowledge Base or on the Website ("Data") except as expressly permitted by this Agreement or with Northern Blue Publishing's prior written consent. The Data may not be stored in an archival or other searchable database or quoted in Your work product. c. Rights in Data. Except for the license granted in this Agreement, all right, title and interest in the Data, in all languages, formats and media throughout the world, including all copyrights, are and will continue to be the property of Northern Blue Publishing and/or the persons or entities which contribute the Data to Northern Blue Publishing ("Contributors"). 2. Responsibility for Access. You are responsible for all access to the Knowledge Base and the Website by: (1) Your entity and any other individuals authorized on page one of this Agreement, whether at Your site or another location; (2) by means of Your equipment; and (3) by means of Your Knowledge Base password, even if You did not authorize such use. You agree to defend and indemnify Northern Blue Publishing from any claims or damages relating to our arising out of any access for which You are responsible. 3. Disclaimer of Warranties and Limitation of Liability. YOU ACCEPT THE KNOWLEDGE BASE, THE DATA AND THE WEBSITE "AS IS," "WITH ALL FAULTS", AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF PERFORMANCE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OMISSIONS, COMPLETENESS, CURRENTNESS AND DELAYS. TO THE EXTENT PERMITTED BY LAW, YOU WAIVE ALL CLAIMS AGAINST NORTHERN BLUE PUBLISHING AND THE CONTRIBUTORS FOR ANY CLAIM(S) RELATING TO OR ARISING OUT OF THIS AGREEMENT OR ITS PERFORMANCE, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT OR NEGLIGENCE. IN NO EVENT WILL NORTHERN BLUE PUBLISHING OR THE CONTRIBUTORS BE LIABLE TO YOU FOR ANY CLAIM(S) RELATING TO YOUR INABILITY OR FAILURE TO PERFORM TRAINING OR OTHER WORK PROPERLY OR COMPLETELY EVEN IF ASSISTED BY NORTHERN BLUE PUBLISHING. YOU FURTHER WAIVE ANY CLAIMS AGAINST NORTHERN BLUE PUBLISHING AND THE CONTRIBUTORS FOR ANY LOST PROFITS OR OTHER CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES, REGARDLESS OF THE FORESEEABILITY OF SUCH DAMAGES. 4. Term and Termination. This Agreement becomes effective upon the date you create your access account and shall remain in full force and effect for the subscription period you have selected and paid for or until (a) you notify Northern Blue Publishing in writing of your decision to terminate your subscription after 180 days or prior to the time of renewal, or (b) Northern Blue Publishing terminates your subscription in accordance with this Agreement. In the event you commit a material breach of this Agreement Northern Blue Publishing may, at its election, terminate this Agreement, and/or exercise all rights and remedies which may be available to it in law or equity. Northern Blue Publishing may terminate this Agreement and the License granted hereunder at any time. In the event that Northern Blue Publishing terminates this Agreement for reasons other than your breach of this Agreement, you will be refunded the pro rata portion of any subscription fees you have paid. Upon termination of this Agreement, you agree to continue to adhere to the provisions of this Agreement relating to any Northern Blue Publishing Intellectual Property. 5. Governing Law, Jurisdiction & Severability. This agreement is made in and shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflict of laws. You consent to exclusive jurisdiction and venue of the United States District Court for the Southern District of New York or the Supreme Court of the State of New York for New York County. If any portion of this Agreement shall be declared invalid or unenforceable by any court of competent jurisdiction, the remaining portion thereof shall nonetheless remain in full force and effect. ENTIRE AGREEMENT, NO ORAL MODIFICATIONS, NO WAIVER This Agreement, together with the Subscriber Agreement, constitutes the entire agreement of the parties and supersedes all prior communications, understandings, and agreements (whether written or oral) relating to the subject matter of this Agreement. Unless expressly accepted by Northern Blue Publishing in writing, no other terms and conditions in conflict or in addition to those stated herein are binding on Northern Blue Publishing, including without limitation any terms and conditions contained in any of Your purchase orders or other documentation. Either party's waiver, or failure to require performance by the other, of any provision of this Agreement will not affect its full right to require such performance at any subsequent time, or be construed to be a waiver of the provision itself. HEADINGS, SEVERABILITY Headings used in this Agreement are for convenience only and are deemed not to be part of the Agreement. PRIVACY POLICY Northern Blue Publishing will not share email addresses with anyone outside Northern Blue Publishing nor disclose user information to any third party except as described below. Northern Blue Publishing's goal is to protect online customer information in the same manner that we protect our customer information collected through other means. Northern Blue Publishing may use the personal data you provide online to send you information about offers that we feel may be of interest to you. Northern Blue Publishing requires strict contractual obligations with third parties with which it exchanges information as necessary to conduct its businesses which ensure safeguards for the privacy of the information we may use. This is the same standard used for information supplied through other means. Only Northern Blue Publishing will send you these direct mailings. In addition, Northern Blue Publishing may provided aggregated, anonymous statistical data about use of Northern Blue Publishing products to other persons. 6. Time Limitation on Claims. Except for claims by Northern Blue Publishing relating to improper use of the Library or Data, no claim, regardless of form, which in any way arises out of this Agreement or the use of or inability to use the Library or Data may be made, nor action based upon such claim brought, by either party more than one year after the basis for the claim becomes known to the party asserting it. 7. Export Laws. The Library, Data, the Website and related technology and documentation may not be exported or reexported in violation of the U.S. Export Administration Act and its implementing regulations. 8. Acknowledgement & Protection of Intellectual Property Rights You acknowledge that all copyrights, patent rights, trademarks, service marks, trade secrets and other intellectual property rights relating to TimeMachine are the sole and exclusive property of Northern Blue Publishing and that this Agreement does not convey to you any right, title, or interest therein except for the right to use TimeMachine in accordance with the terms and conditions of this Agreement. The provisions of this Section shall survive the termination of this Agreement for any reason. EXCEPT AS EXPRESSLY SET FORTH ABOVE, NORTHERN BLUE PUBLISHING MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, WITH RESPECT TO ANY ASPECT OF THE LICENSED WORKS OR THE AVAILABILITY OF THE LICENSED WORKS. NORTHERN BLUE PUBLISHING DOES NOT WARRANT THAT THE LICENSED WORKS WILL BE ACCURATE OR COMPLETE, NOR DOES IT MAKE ANY WARRANTIES AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE LICENSED WORKS. THE SUBSCRIBER EXPRESSLY AGREES THAT USE OF THE LICENSED WORKS IS AT SUBSCRIBER'S AND THE AUTHORIZED USERS' SOLE RISK. ACCORDINGLY, NORTHERN BLUE PUBLISHING WILL NOT IN ANY WAY BE LIABLE TO THE SUBSCRIBER, TO ANY AUTHORIZED USER, OR TO ANY OTHER ENTITY FOR ANY INACCURACIES, ERRORS, OMISSIONS OR DELAYS IN THE LICENSED WORKS, REGARDLESS OF CAUSE, OR FOR ANY DAMAGES (WHETHER DIRECT OR INDIRECT, OR CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS) RESULTING THEREFROM, REGARDLESS OF CAUSE AND REGARDLESS OF WHETHER OR NOT NORTHERN BLUE PUBLISHING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, IN THE EVENT THAT NORTHERN BLUE PUBLISHING IS DEEMED LIABLE IN ANY MANNER, THEN SUCH LIABILITY, WHETHER ARISING FROM CONTRACT, WARRANTY, NEGLIGENCE OR OTHERWISE SHALL, IN NO EVENT, EXCEED THE AMOUNT YOU HAVE PAID FOR OR THAT IS ATTRIBUTABLE TO USE OF THE LICENSED WORKS DURING THE PRECEDING THREE (3) MONTH PERIOD. YOU FURTHER AGREE THAT NO ACTION, REGARDLESS OF FORM, ARISING FROM OR PERTAINING TO THE LICENSED WORKS MAY BE BROUGHT BY THE SUBSCRIBER AGAINST NORTHERN BLUE PUBLISHING MORE THAN ONE (1) YEAR AFTER THE EVENT GIVING RISE TO SUCH ACTION HAS OCCURRED. Northern Blue Publishing shall not be responsible for any failure to perform any obligation under this Agreement due to Acts of God, war, riot, embargoes, acts of civil or military authorities, fire, flood, typhoon, wind storm, snow storm, blizzard, hurricane, or other cause that is outside the control of Northern Blue Publishing. You represent and warrant to Northern Blue Publishing that you are over the age of 18, have the power and authority to enter this Agreement, and agree to be bound by all the terms contained herein. 9. Other Provisions. Neither this Agreement nor any part may be assigned, sublicensed or otherwise transferred by You without Northern Blue Publishing's prior written consent. This Agreement is binding upon and shall inure to the benefit of the legal successors and assigns of the parties. If any provision of this Agreement is found to be void, invalid, unenforceable or illegal, the validity and enforceability of the other provisions will not be affected and any unenforceable provision shall be modified and interpreted so as to best accomplish the intent of such provision. Failure to enforce any provision of this Agreement is not a waiver of the provision or of the right to enforce the provision later. Any headings and captions are inserted for convenience only and do not constitute a part of the Agreement.
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