GENERAL TERMS AND CONDITIONS OF USE
New Generation Research (“NGR”) provides a range of information services (“Services”) marketed as The Turnaround Letter, BankruptcyData, The Distressed Company Alert, etc. . The Subscriber may not sell, resell, or otherwise make the information available in any manner, or on any media, to any third party, unless the Subscriber has been granted prior written consent by NGR. The Subscriber agrees to limit access to and use of the Services to the individuals (“Users”) whose names are set forth in Appendix A. Subscriber agrees that before additional users can be added or before additional passwords can be assigned or used by someone other than the original recipient of said password(s), the Subscriber must obtain the prior written consent of NGR. The sharing of passwords without the prior written consent of NGR is strictly prohibited. The Subscriber also agrees not to “abuse” the download of data from the service. “Abuse” is defined as downloading of data from the service via the use or launch any automated system, including, "robots," "spiders," “scrapers” or "offline readers," that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional browser or email client. NGR reserves the right to invoice customers who are found guilty of abuse of data.
2. AVAILABILITY AND ACCURACY OF INFORMATION
NGR reserves the right to change the content, presentation, Subscriber facilities, or availability of any part of the Services, and make changes to the software used to make the Services available, at its sole discretion. If the information available through the Services is materially reduced, NGR’s sole obligation to the Subscriber shall be to refund charges paid in advance on a pro-rata basis according to the extent of the reduction. WHILE NGR HAS NO REASON TO BELIEVE THAT THERE ARE ANY INACCURACIES OR DEFECTS IN THE INFORMATION COMPRISED WITHIN THE SERVICES, OR IN THE SOFTWARE USED TO MAKE THE SERVICES AVAILABLE, NGR FOR ITSELF AND ON BEHALF OF ITS CONTRIBUTORS, MAKES NO REPRESENTATION, AND GIVES NO WARRANTY (EXPRESSED OR IMPLIED) WITH REGARD TO THE INFORMATION, OR ANY PART OF THE DATABASES COMPRNGRNG THE SERVICES, INCLUDING, BUT NOT LIMITED TO, THE FITNESS OF THE INFORMATION OR THE DATABASES, FOR ANY PURPOSE WHATSOEVER.
Except as otherwise expressly provided, neither NGR nor its Contributors shall be liable for any loss or damage (including consequential or indirect loss or damage which shall include, but which shall not be limited to, loss of property or of profit, business revenue or anticipated savings, and loss of, or damage to, data) or for any costs, claims, or demand of any nature, whether asserted against NGR, or against the Subscriber, by any party, arising directly or indirectly out of the use of, access to, or withdrawal of, the Services, the databases comprising the Services, or out of any information or materials comprised therein. NGR’s respective liability shall be limited to direct loss suffered by the Subscriber, where such loss arises solely from NGR’s negligent acts or omissions, or those of its employees in the provision of the Services of the information, provided that (save in the event of death or personal injury resulting therefrom.) NGR’s total liability shall not exceed a sum equivalent to one month’s charges to the Subscriber taken as an average of the sums invoiced over the preceding twelve month period, or, in the event that the Subscriber has been a Subscriber for less than twelve months, the period since the start of the agreement, or $5,000, whichever shall be the smaller.
NGR will invoice the subscriber for the Flat Fee Annually in advance, unless otherwise stipulated.
5. PAYMENT TERMS
All charges, charge rates, and applicable terms of payment shall be as listed in the current price list for the Services, and shall be subject to change by NGR upon giving the Subscriber not less than 30 days prior written notice. All charges and charge rates expressed are exclusive of any taxes, which are, or may be, applicable. Payment is due within 15 days of the date stated on the invoice. The User shall be responsible for:
Any registration fee, monthly minimum usage charge, prepayment for usage charge, and/or standing charge applicable under this Agreement.
Any and all additional charges for documents and other Services as listed in any pricing addendum.
If any sum payable to either party by the other is not paid within seven days after the due date and a party has failed, within fourteen (14) days after the receipt of request in writing to remedy such failure, then, without prejudice to each party’s rights and remedies, the party to whom monies are due reserves the right to charge interest on the sum due on a day to day basis from the last day for repayment of that sum to the actual date of payment (both dates inclusive) at the rate of CPI plus 1% from time to time in force, compounded quarterly. That interest will be paid by the party which owes any monies on demand.
On renewal of the Agreement in accordance with clause 6, the Subscription rates as set out in this agreement shall not exceed the percentage increase in US CPI (Consumer Price Index) for the immediately preceeding year plus 3% unless otherwise agreed in writing by the parties.
This Agreement shall be valid for length of time stated as “Contract Term” on page one of this document. The agreement shall automatically renew for an additional period of time equal to that stated as “Contract Term” unless cancellation notification is received by NGR in writing by registered mail from the Subscriber at least 90 days prior to the end of the current term.
This Agreement shall remain in force unless terminated in accordance with the following provisions:
If the Subscriber is in breach of any of the terms of this Agreement and has failed to remedy the same within 14 days, NGR may forthwith terminate this Agreement without liability to the Subscriber, or without prejudice to its rights in respect of such breach.
If the Subscriber shall convene a meeting of its creditors, or if the Subscriber shall be unable to pay its debts, or if a trustee receiver, administrative receiver or similar office is appointed in respect of all or any part of the business or assets of the Subscriber, NGR may terminate this Agreement forthwith without liability on its part to the Subscriber.
NGR may terminate this Agreement at any time upon giving the Subscriber not less than 30 days prior written notice. NGR’s only obligation in this event shall be to refund pro-rata charges paid in advance.
This Agreement and any rights of access to any Services provided to the Subscriber may not be assigned, licensed, or otherwise transferred by the Subscriber without the prior written consent of NGR.