Effective: January 1, 2021
This Agreement applies to your access to and use of the Online Services and does not alter in any way the terms and conditions of any other agreement you may have with PROMPT for other products, software, services or otherwise, unless otherwise agreed to in writing by PROMPT. You acknowledge and agree that the applicable Subscription Agreement may also contain additional terms and restrictions and that you are subject to, and will comply with, such terms and restrictions. In the event that the terms of this Agreement conflict with an applicable Subscription Agreement, the terms of such Subscription Agreement will govern and take precedence. Any breach of this Agreement by you shall constitute a breach of the applicable Subscription Agreement(s).
Authorized Use. The Online Services are licensed to you and your use is restricted as set forth herein. The Online Services and the materials therein may only be used for your internal management, research, reference and informational purposes or for providing professional services to your clients (collectively, the “Authorized Use”). The Authorized Use excludes, except to the extent expressly provided for in this Agreement (including in “Permissions” below) or expressly permitted through the documented functionality of the Online Services, the following: (i) redistribution, retransmission, publication, transfer or commercial or other exploitation of the materials from the Online Services, in whole or in part, including as part of a services bureau, time-sharing or other similar arrangement; (ii) reverse engineering, decompiling or modification of the Online Services, in whole or in part; and (iii) uploading, downloading, copying or redistributing the Online Services materials in their entirety or lengthy sequence, including, but not limited to, creating an archive of Online Services materials.
Copyright. All Online Service materials, including, without limitation, text, pictures, graphics, Data and other files and the selection and arrangement thereof are copyrighted materials of PROMPT or its licensors, all rights reserved. PROMPT makes no claim to any underlying original U.S. government works. Except for the Authorized Use or as expressly permitted as described in “Permissions” below, you may not copy, modify or distribute any of the Online Service materials. You may not “mirror” any material contained on the Online Services on any other server. Any unauthorized use of any material contained on the Online Services may violate copyright laws, trademark laws, the laws of privacy and publicity and communications regulations and statutes.
Permissions. You may (i) make printouts of and distribute materials from the Online Services to the extent permitted under the “fair use” provisions of the Copyright Act of 1976 (17 U.S.C. Sec. 107), (ii) download, store and distribute (including by emailing through the functionality of the Online Services) insubstantial amounts of select materials from the Online Services (in machine-readable form), so long as such downloading, storing and distributing is consistent with the Authorized Use, and (iii) quote and excerpt insubstantial amounts of materials from the Online Services in memoranda, briefs and similar work created by you in the ordinary course of your research and work consistent with the Authorized Use. You shall comply with all applicable conventions regarding copyright and source of material attribution. If you wish to use the materials from the Online Services in any manner not expressly permitted by this Agreement, you may request written permission from PROMPT by giving to PROMPT a written description of the intended use and such other information as PROMPT may request. Only an authorized representative of PROMPT may grant such permission. The granting of such a request may entail payment of an additional fees.
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 Online Services are registered and unregistered trademarks, service marks and/or trade dress of PROMPT or its 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 Online Services is granted to you.
Hyperlinks. You are granted a limited, nonexclusive right to create a “hypertext” link to this Online Service provided that such link does not portray PROMPT or any of its products or services in a false, misleading, derogatory, or otherwise defamatory manner. This limited right may be revoked at any time for any reason whatsoever.
Framing and Linking. You may not, without the prior written consent of PROMPT, use framing techniques to enclose any Online Service or any PROMPT Trademark, logo or trade name or other proprietary information including the images found on the Online Services, the content of any text or the layout/design of any page or any form contained on a page. Links to third-party websites on the Online Services are provided solely as a convenience to you. If you use these links, you will leave the Online Services. PROMPT has not reviewed all of these third-party websites and does not control and is not responsible for any of these third-party websites, their content or their policies, including, without limitation, privacy policies or lack thereof. PROMPT does not endorse or make any representations about third-party websites or any information, software or other products or materials found there, or any results that may be obtained from using them. If you decide to access any of the third-party websites linked to the Online Services, you do so entirely at your own risk. You acknowledge and agree that PROMPT shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by, or in connection with, the use of or reliance on any such third-party websites.
Limited Access. Any access to, or attempt to access, for any reason areas of any computer system or other information thereon (except for the limited portions of the Online Services that you have expressly been provided access to pursuant to a Subscription Agreement) is strictly prohibited. You agree that you will not use any robot, spider, other automatic device, or manual process to “screen scrape,” monitor, “mine,” or copy the Web pages on any Online Service or the content contained herein in whole or in part. You will not spam or send unsolicited e-mail to any other user of the Online Services for any reason. You agree that you will not use any device, software or routine to interfere or attempt to interfere with the proper working of any Online Service. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on any infrastructure supporting this Online Service.
Data Related to the Online Services. In the course of using the Online Services, you may enter or provide us with search terms, text, and other information and data concerning your usage of the Online Services (collectively, “Data”). To the extent that such Data is obtained or stored by PROMPT in a form that enables PROMPT to identify it as attributable to you, PROMPT will: (x) keep the Data confidential using the same standard of care as its uses to protect its own confidential information but in no event less than reasonable care; and (y) limit access to the Data to its resources who have a need to know such information in connection with fulfilling their responsibilities to PROMPT and PROMPT will be responsible for any non- compliance committed by such resources. Notwithstanding the foregoing and without limiting the “Processing Purposes” described in the Data Protection Annex (defined below), PROMPT may use the Data to:
(i) perform under and manage and make decisions about this Agreement and any matters (such as making the Online Services available to Subscriber’s users, customer support, invoicing and fee arrangements) arising in connection with this Agreement; (ii) communicate with you and your users that work for you in relation to matters arising under or in connection with this Agreement and in connection with services and products that PROMPT may offer from time to time, (iii) comply with regulatory and legal obligations to which PROMPT is subject, (iv) establish, exercise, and defend legal rights and claims, (v) manage customer relationships, (vi) manage risk, perform quality reviews, and manage security and operations, (vii) record, monitor, assess and analyze the use of the Online Services and improve the content and the functionality of the Online Services, (vii) market, advertise and send reports to you or your subscribing organization, (viii) compile statistical and other information related to the performance, operation and use of the Online Services, including for the purposes of sending reports to you or your subscribing organization, and (ix) internal financial accounting, information technology and other administrative support services. To the extent that PROMPT makes any Data publicly available, it will only do so on an aggregated basis from which it will not be possible to identify you as the source of such Data.
Username and Password; IP Automatic Access. You agree not to give or make available your username or password, or IP automatic access or other means to access your account, to any other individual. You remain responsible for all access to the Online Services via your username and password, even if not authorized by you. If you believe that your password or other means to access your account has been lost or stolen or that an unauthorized person has or may attempt to use the Online Services, you must immediately notify applicable customer support for the specific Online Services being used.
Term and Termination. This Agreement is effective at all times that you have access to the Online Services. The term of your subscription is governed by the applicable Subscription Agreement. If the term of your subscription has expired then you shall discontinue your use of the Online Services. Your subscription and access to the Online Services, as well as the applicable Subscription Agreement, will terminate automatically without any prior notice from PROMPT if you violate the “Authorized Use and Restrictions” section of this Agreement. Your subscription and access to the Online Services, as well as the applicable Subscription Agreement, may be terminated by PROMPT upon prior written notice if you fail to materially comply with any other provision of this Agreement or such Subscription Agreement and fail to remedy such failure within thirty (30) of the date of such written notice. Upon termination, you will no longer be permitted access to any Online Services and your access mechanisms will be deactivated. You must also immediately discontinue use of any hyperlinks to the Online Services. Termination will not affect PROMPT’s entitlement to any sums due related to the Online Services, and you will not be entitled to any refund of any portion of the fees paid.
The terms set forth in the Data Protection Annex or such other website address as may be notified to you from time to time (the “Data Protection Annex”) apply to the extent that PROMPT processes personal data about you or on your behalf that is subject to Data Protection Laws (as defined in the Data Protection Annex) and such terms are incorporated into this Agreement. In the event of conflict between any provision in the Data Protection Annex and this Agreement, the Data Protection Annex will control with regard to the conflict. PROMPT may, in its sole discretion and as permitted by the Data Protection Laws, amend or replace the Data Protection Annex at any time without notice to you and you should review the terms of the latest Data Protection Annex that applies to this Agreement at regular intervals. PROMPT shall not be held in breach of any obligations that it may owe under this Agreement as a result of complying with the Data Protection Annex.
If PROMPT removes a publication (other than for purposes of updating content) from the Online Services that was accessible to you pursuant to a Subscription Agreement, it will, at PROMPT’s option, substitute a reasonably equivalent publication in the Online Services or issue a credit against paid subscription fees under the applicable Subscription Agreement (determined in PROMPT ’s discretion), to reflect the removal of the publication and the period of time remaining in your then-current subscription.
If PROMPT replaces the electronic platform on which content is made available, it will do so with a replacement platform of comparable functionality. PROMPT will endeavor to provide reasonable notice before any replacement.PROMPT may revise this Agreement from time to time without notice by updating these terms and publishing them at this site. Subject to the following paragraph, by using the Online Services, you agree to be bound by any such revisions, effective as of the next succeeding renewal of a Subscription Agreement to which Subscriber is bound.
PROMPT may revise this Agreement and publish the revised terms at this site; upon notice, which may be provided through the applicable electronic platform(s) where the content is published, such revised terms will apply to your use of the Online Service and the content accessible herein, effective upon such notice.
USER RESPONSIBILITY; PROFESSIONAL ADVICE
YOU ASSUME ALL RESPONSIBILITIES AND OBLIGATIONS WITH RESPECT TO THE SELECTION OF THE PARTICULAR ONLINE SERVICES 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 YOUR SELECTED ONLINE SERVICES OR ANY CONTENT RETRIEVED THEREFROM, INCLUDING THOSE TO ANY THIRD PARTY, FOR THE CONTENT, ACCURACY, AND REVIEW OF SUCH RESULTS. PROMPT 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.
Except to the extent prohibited by applicable law, you agree to defend, indemnify and hold harmless PROMPT, its licensors, and any of their respective officers, directors, employees, subcontractors, agents, successors, assigns, affiliates or subsidiaries, from and against any and all claims, causes of action, lawsuits, proceedings, losses, damages, costs and expenses (including reasonable legal and accounting fees) arising or resulting from (i) your performance of services for your clients, (ii) your unauthorized use of any content or materials available on or through the Online Services, or (iii) your input, upload or posting of any Data or content to any Online Service. PROMPT reserves the right, at its discretion, to assume or participate in the investigation, settlement and defense of any action or claim to which it is entitled to indemnification. No claim shall be settled without PROMPT’s prior written consent unless such settlement includes a complete release of PROMPT from all liability and does not contain or contemplate any payment by, or injunctive or other equitable relief binding upon, PROMPT.
THE ONLINE SERVICES, INCLUDING ALL CONTENT, APPLICATIONS, SOFTWARE, FUNCTIONS, MATERIALS, AND INFORMATION, IS PROVIDED “AS IS,” “WITH ALL FAULTS” AND WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. PROMPT AND ITS LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE ONLINE SERVICE, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, MERCHANTABILITY OF COMPUTER PROGRAMS, DATA ACCURACY, SYSTEM INTEGRATION, AND INFORMATIONAL CONTENT.
PROMPT AND ITS LICENSORS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE OPERATION OF THE ONLINE SERVICES, THE USE, VALIDITY, ACCURACY OR RELIABILITY OF, OR THE RESULTS OF THE USE OF, THE MATERIALS ON THE ONLINE SERVICES OR ANY OTHER WEBSITE LINKED TO THE ONLINE SERVICES. THE MATERIALS ON THE ONLINE SERVICES MAY BE OUT OF DATE, AND PROMPT MAKES NO COMMITMENT TO UPDATE THE MATERIALS ON THE ONLINE SERVICES. THE ONLINE SERVICES MAY BE USED TO ACCESS AND TRANSFER INFORMATION OVER THE INTERNET; YOU ACKNOWLEDGE THAT PROMPT AND ITS VENDORS AND LICENSORS DO NOT OPERATE OR CONTROL THE INTERNET. PROMPT DOES NOT WARRANT THAT THE FILES AVAILABLE FOR DOWNLOADING FROM THE ONLINE SERVICES, IF ANY, WILL BE FREE FROM INFECTION, VIRUSES, WORMS, TROJAN HORSES, OR OTHER CODE THAT MANIFEST CONTAMINATING OR DESTRUCTIVE PROPERTIES. PROMPT DOES NOT WARRANT THAT THE ONLINE SERVICES, SOFTWARE, MATERIALS, PRODUCTS, OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY DEFECTS IN THE ONLINE SERVICES, SOFTWARE, MATERIALS, PRODUCTS, OR SERVICES WILL BE CORRECTED.
IN NO EVENT WILL PROMPT 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 OR INABILITY TO USE THE ONLINE SERVICES, ANY WEBSITES LINKED TO THE ONLINE SERVICES, THE MATERIALS, SOFTWARE OR OTHER INFORMATION CONTAINED IN ANY OR ALL SUCH ONLINE SERVICES, 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 ONLINE SERVICES 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, THE APPLICABLE SUBSCRIPTION AGREEMENT OR YOUR USE OF THE ONLINE SERVICES, THE TOTAL AGGREGATE LIABILITY OF THE COVERED PARTIES FOR ANY AND ALL CLAIMS SHALL NOT EXCEED THE AMOUNT OF FEES PAID TO PROMPT BY YOU OR THE APPLICABLE SUBSCRIBER PURSUANT TO THE APPLICABLE SUBSCRIPTION AGREEMENT FOR THE ONLINE SERVICES IN THE SIX MONTHS PRECEDING THE CLAIM. YOU ACKNOWLEDGE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION, PROMPT AND ITS LICENSORS WOULD NOT PROVIDE THE ONLINE SERVICE OR THE MATERIALS ACCESSIBLE HEREIN.
If you are using this Online Service (or accessing certain content herein) on a trial basis pursuant to an agreement or other trial basis authorized by PROMPT, you may use this Online Service (or such content) solely for purposes of evaluating its suitability. Your trial use is subject to all other terms and conditions of this Agreement, including, but not limited to, the Authorized Use and Restrictions terms. At the conclusion of the trial period, you shall (i) cease all use of the Online Service (or accessing the trial content); (ii) delete any copies of content from the Online Service or data derived from your computer system and cause such copies to be deleted from any other computer system where you caused such content to be stored; and (iii) at your expense, destroy or return to PROMPT any physical copies of such content in your possession.
If the Subscriber is a U.S. government organization, then the materials on the Online Services 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 Subscription Agreement. Use of the materials by the Government constitutes acknowledgment of PROMPT’s or other owner’s proprietary rights in them.
Certain materials on the Online Services are from third parties not within PROMPT’s control. PROMPT is under no obligation to, and does not, scan such third-party content used in connection with the Online Services for the inclusion of illegal or impermissible content. However, PROMPT 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 Online Services infringe a copyright, you should provide us with written notice that at a minimum contains:
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. PROMPT’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 PROMPT in writing. The provisions of this Agreement shall operate for the benefit of, and may be enforced by, any person that has licensed to PROMPT any of the materials in the Online Services. This Agreement may be assigned in whole or in part by PROMPT at any time. This Agreement may not be assigned in any manner by you without the express, prior written permission of PROMPT.
Performance of PROMPT hereunder is subject to interruption and delay due to causes beyond its reasonable control such as acts of God, acts of any government, war or other hostilities, the elements, fire, explosion, power failure, acts or omissions of carriers, transmitters, or providers of telecommunications or Internet services, industrial or labor dispute, inability to obtain supplies and the like, or breakdown of equipment or any other causes beyond PROMPT’s control.
This Agreement, and any disputes arising out of or related to, is 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. Notwithstanding the foregoing, (a) in the event that the applicable Subscription Agreement specifies that a different state’s or country’s law shall govern such agreement, such state’s or country’s law shall be deemed to govern this Agreement and each party consents to the exclusive jurisdiction and venue of the courts of such state or country, (b) if your Subscriber is a U.S. city, county or state government entity, the laws of your state shall govern this Agreement and each party consents to the exclusive jurisdiction and venue of the courts of such state for any litigation or dispute arising out of or relating to this Agreement and (c) if your subscribing organization is a U.S. government entity, U.S. federal law will govern this Agreement (except that, to the extent permitted by U.S. federal law, the laws of the State of New York will apply in the absence of applicable U.S. federal law) and each party consents to the exclusive jurisdiction and venue of the federal courts located in New York County, New York for any litigation or dispute arising out of or 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.