|The RISConsulting Group LLC: Terms of Service|
1. ACKNOWLEDGMENT AND ACCEPTANCE OF TERMS OF SERVICE. The RISConsulting Group LLC ("RISC") provides online access to information and resources relating to the modeling, quantification and analysis of financial risk through access to our Client Portal (the "Service"). The Service is owned and operated by RISC and is provided to registered users of the Service ("Members") under the terms and conditions of the Terms of Service and any operating rules or policies that may be published from time to time by RISC (collectively, the "Terms").
ALTHOUGH ONLY MEMBERS MAY USE THE SERVICE, VISITORS MAY ACCESS CERTAIN PORTIONS OF OUR WEBSITE FOR INFORMATION PURPOSES AND ARE SUBJECT TO ALL OF THE TERMS.
BY CLICKING THE "ACCEPT TERMS" BUTTON BELOW OR USING THE SERVICE, YOU ARE INDICATING YOUR AGREEMENT TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THE TERMS APPLICABLE TO MEMBERS, IRRESPECTIVE OF WHETHER OR NOT YOU ARE A MEMBER. IF YOU DO NOT ACCEPT ALL OF THE TERMS, DO NOT CLICK ON THE "ACCEPT TERMS" BUTTON AND DO NOT ACCESS THE SERVICE.
2. ELIGIBILITY FOR MEMBERSHIP. The Service is available only to corporations and other business entities that are clients of RISC (each a "Company") and their designated employee(s) as indicated in the registration form (each, a "Designated Employee") who are at least 18 years of age, complete the registration form and can form legally binding contracts under applicable law. If you do not qualify, please do not attempt to use the Service. The Company and each Designated Employee shall each be considered a Member under the Terms. A Designated Employee shall at all times be deemed to be acting on behalf of the Company with which such Designated Employee is associated. In the event that a Designated Employee ceases to be an authorized representative of the Company (whether due to termination of employment or otherwise), the Company shall notify RISC immediately. Such notification shall be in writing and shall include the name of such Designated Employee, the effective date that he or she ceases to be an authorized representative of the Company and, if applicable, the appointment of any new Designated Employee for the Company. Upon issuance of a reply notice by RISC acknowledging the change in RISC's authorization records, such former Designated Employee shall no longer be deemed to be a Member. RISC shall be entitled to rely on any notice it receives from a Member. RISC may refuse to offer the Service to anyone and may change its criteria for membership in the Service at any time, in its sole discretion.
3. REGISTRATION. In order to participate in the Service, the Member must: (1) provide all equipment, including a computer and modem, necessary to establish a connection to the World Wide Web; (2) provide for Member's own access to the World Wide Web; (3) pay any telephone or other service fees associated with such access; (4) provide certain current, complete and accurate information about Member as prompted by the registration form; and (5) maintain and update such registration information ("Registration Data") as required to keep such information current, complete and accurate. If any Registration Data that any Member provides is untrue, inaccurate, not current, or incomplete, RISC retains the right to terminate Member's account and Member's rights to use the Service.
4. MODIFICATIONS TO TERMS. RISC may change the Terms from time to time. Upon any change in the Terms, RISC will post the amended Terms on this site. The amended Terms shall automatically become effective ten (10) days after they are posted on this site. The Terms may not otherwise be amended, except in a writing signed by RISC and the Member. The Terms were last revised on September 19, 2000. Member's continued use of the Service after the posting of the amended Terms on this site constitutes Member's affirmative: (a) acknowledgement of the Terms and its modifications; and (b) agreement to abide by and be bound by the Terms, as amended.
5. MODIFICATIONS TO SERVICE. RISC reserves the right to modify or discontinue the Service, or any features or portions thereof, temporarily or permanently, with or without notice to Member, and is not obligated to support or update the Service. Member acknowledges and agrees that RISC shall not be liable to Member or any third party in the event that RISC exercises its right to modify or discontinue the Service or any features or portions thereof.
6. RISC IS ONLY A FORUM. As part of the Service, RISC provides access to online forums where Members can exchange information and have discussions with other Members through online bulletin boards, chat rooms and e-mail forums (the "Public Forums"). As a result of RISC's limited role, it has no control over the truthfulness, accuracy, integrity, or completeness of any information or content posted on or in connection with the Public Forums. Because RISC does not review the substance of any such content or information, Member must be careful in dealing with other Members to avoid fraud and to recognize the possibility that other Members' information may, despite the prohibitions set forth in the Terms, be harmful, inaccurate or deceptive. Because RISC is not involved in Member-to-Member dealings, Member agrees, in connection with any use of the Service: (1) that RISC (and its officers, manager, members, employees and agents) is/are hereby released from any and all claims, demands and damages, of any type and nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way connected with use of the Service by or on behalf of such Member (including without limitation any disputes with other Members relating to the use of the Service or the Public Forums, and disputes arising from representations or omissions by any Member); and (2) to attempt to settle any disputes with such other Member directly.
8. MEMBER ACCOUNT, PASSWORD AND SECURITY. Access to and use of the Service is through a combination of a unique user name ("User Name") and a password ("Password"). Each Designated Employee will choose his or her own unique User Name and Password. Each Member is responsible for maintaining the confidentiality of his or her own User Name and Password. Furthermore, each Member is entirely responsible for any and all activities which occur under his or her User Name and Password, and a Company is entirely responsible for any and all activities of its employees, agents and representatives, whether or not such employees, agents, and representatives are Designated Employees. Member agrees to immediately notify RISC of any unauthorized use of the Service or a Member's account (including unauthorized use of a User Name or Password by any employee, agent, or representative of the Company who is not a Designated Employee) or any other breach of security known to Member, it being understood that the Designated Employee's knowledge shall be imputed to the Company. Unauthorized access to the Service, or to the telecommunications or computer facilities used to deliver the Service, is a breach of the Terms and a violation of law.
9. PARTICIPATION IN PROMOTIONS OF ADVERTISERS. Member may enter into correspondence with or participate in promotions of advertisers promoting their products or services on the Service ("Advertisers"). Member acknowledges and agrees that any such correspondence or participation, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such correspondence or promotions, are solely between Member and Advertiser. RISC shall have no liability, obligation or responsibility whatsoever arising out of or in connection with any such correspondence or participation or transactions.
10. LINKS. The Service may provide links to other web sites or resources. Member acknowledges and agrees that RISC is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. Member agrees that RISC 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 use of or reliance on any such content, goods or services available on such external sites or resources.
11. PROPRIETARY RIGHTS. Member acknowledges that content, including but not limited to text, software, music, sound, photographs, video, graphics, the arrangement of text and images on this web site, or other material contained in the Service or in sponsor advertisements or commercially produced information, presented to Member through the Service (collectively, "Content") by RISC or RISC's Advertisers, is protected by copyright, trademarks, service marks, patents or other proprietary agreements and laws and Member is only permitted to use this Content as expressly authorized by RISC or the Advertiser, as applicable. The Terms do not transfer any right, title or interest in the Service or the Content to Member and Member may not copy, reproduce, distribute, or create derivative works from this Content without express authorization by RISC or the Advertiser.
12. MEMBER CONTENT. Member acknowledges that (1) RISC does not pre-screen Member content (including, without limitation, text or photographs or other graphics), e-mail communications, or information posted on Public Forums (collectively, "Member Content"), (2) RISC neither endorses the content of any Member Content nor assumes any responsibility for any threatening, libelous, obscene, harassing or offensive material contained in such postings, or any crime facilitated by use of this web site, and (3) RISC shall have the right (but not the obligation) in its sole discretion to refuse or remove any Member Content on the Service. Member grants RISC the world-wide, royalty-free and non-exclusive license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such Member Content (in whole or in part) and to incorporate it in other works in any form, media, or technology now known or later developed. Member understands that the technical processing and transmission of information on the Public Forums, including any Member Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
Member agrees that its Member Content (a) shall not be fraudulent; (b) shall not infringe RISC's or any third party's copyright, patent, trademark, trade secret, industrial design, confidentiality, moral rights or other proprietary rights or rights of publicity or privacy; (c) shall not violate, or encourage others to violate, any law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination, plagiarism or false advertising); (d) shall not link directly or indirectly to web sites or information, or include descriptions of goods or services, that: (i) are prohibited under the Terms; or (ii) Member does not have a right to link to or include; (e) shall not be libelous or defamatory, pornographic, sexually explicit, unlawful or of a nature that a reasonable person would consider harassing, abusive, threatening, harmful, vulgar, profane, obscene, excessively violent, racially, ethnically or otherwise objectionable or offensive in any way; (f) shall not constitute a misrepresentation of facts or hate speech; or (g) shall not promote software or services that deliver unsolicited email. Furthermore, Member may not post on this web site or through the Service any item that could cause RISC to violate any applicable law, statute, ordinance or regulation.
Member agrees that Member must evaluate, and bear all risks associated with, the use of any Content or Member Content, including any reliance on the accuracy, completeness, or usefulness of such Content or Member Content. In this regard, Member acknowledges that Member may not rely on any Content or Member Content. Member acknowledges and agrees that RISC may preserve Member Content and may also disclose Member Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the Terms; (c) respond to claims that any Member Content violates the rights of any third party; or (d) protect the rights, property, or personal safety of RISC, its Members or the public.
13. MEMBER CONDUCT.
A. Member Is Solely Responsible for Conduct. Member agrees that it is solely responsible for its actions and the content of its transmissions through or posting on the Service, it being understood that each Designated Employee acts on behalf of the Company in all actions and submissions on the Service.
B. Libelous or Scandalous Materials. Member agrees:
not to post, promote or transmit through the Service any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene, hateful, or racially, ethnically or otherwise objectionable, material of any kind or nature;
not to transmit or post any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation;
not to interfere with another Member's use and enjoyment of the Service or another entity's use and enjoyment of similar services, or engage in surveys, contests, chain letters or post or transmit "junk mail," "spam," "chain letters," or unsolicited mass distribution of e-mail; and
that RISC neither endorses the content of any Member communications, postings or data nor assumes any responsibility for any threatening, libelous, obscene, harassing or offensive material contained in such materials, or any crime facilitated by use of this web site.
C. No Illegal or Deceptive Acts. Member agrees:
to abide by all applicable local, state, national, and international laws and regulations in Member's use of the Service;
not to use the Service for illegal purposes;
not to use the Service to harm minors in any way;
not to forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;
not to impersonate any person or entity or falsely state or otherwise misrepresent Member's affiliation with a person or entity, including whether Member represents a Company or is its Designated Employee;
not to upload, post, email or otherwise transmit any content that Member does not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as party of an employment relationship or under a nondisclosure agreement);
to comply with all laws regarding the transmission of technical data (including without limitation encryption) exported from the United States through the Service;
not to disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of the Service are able to type, or otherwise act in a manner that negatively affects other Members' ability to engage in real time exchanges;
not to "stalk" another Member;
not to use the Service to collect or harvest personal information, including, without limitation, financial information, about other Members; and
to comply with all regulations, policies and procedures of networks connected to the Service.
D. System Integrity. Member agrees:
not to upload or distribute in any way files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer or of this web site;
not to interfere or disrupt networks connected to the Service;
not to use any device, software or routine, or otherwise attempt, to interfere with the proper functioning of this web site or any being offered or conducted at this web site;
not to take any action that imposes an unreasonable or disproportionately large load on RISC's infrastructure; and
not to disclose Member's password to third parties or use Member's password for any unauthorized purpose.
E. Copyright Infringement. In the event that Member posts or makes accessible communications or other materials that infringe the copyrights of a third party, RISC shall terminate Member's access to the Service in accordance with RISC's copyright infringement policy pursuant to the Digital Millenium Copyright Act. RISC maintains a special email address for notifications of claimed infringement concerning materials. All correspondence should be addressed to RISC's "Designated Agent to Receive Notification of Claimed Infringement" at email@example.com or at The RISConsulting Group LLC, 20 Park Plaza, Suite 510, Boston, MA 02116. Members may contact RISC with complaints regarding allegedly infringing posted material and RISC will investigate those complaints. If the posted material is believed in good faith by RISC to violate any applicable law, RISC will remove or disable access to any such material and RISC will notify the posting Member that the material has been blocked or removed in accordance with its copyright infringement policy.
RISC may, at its sole discretion, immediately terminate Member's access to the Service should Member's conduct fail to conform with any provision of this Section 13. Some of the foregoing prohibited acts are also punishable by law.
14. DISCLAIMER OF WARRANTIES. MEMBER EXPRESSLY AGREES THAT USE OF THE SERVICE IS AT MEMBER'S SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" "AS AVAILABLE" BASIS. RISC EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABLITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS WELL AS ALL WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. RISC MAKES NO WARRANTY THAT THE SERVICE WILL MEET MEMBER'S REQUIREMENTS, OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR FREE OR VIRUS-FREE; NOR DOES RISC MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR AS TO THE ACCURACY OR RELIABILITY OF ANY CONTENT OR ANY INFORMATION OBTAINED THROUGH THE SERVICE OR THAT DEFECTS IN THE SERVICE WILL BE CORRECTED.
MEMBER UNDERSTANDS AND AGREES THAT ANY MATERIAL OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT MEMBER'S OWN DISCRETION AND RISK AND THAT MEMBER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO MEMBER'S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.
RISC MAKES NO WARRANTY REGARDING ANY GOODS OR SERVICES OBTAINED THROUGH THE SERVICE OR ANY TRANSACTIONS ENTERED INTO OR THROUGH THE SERVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY MEMBER FROM RISC OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO MEMBER.
15. LIMITATION OF LIABILITY. As a condition of membership, and in consideration of the Services provided by RISC, Member agrees that neither RISC, nor any officer, affiliate, manager, member, agent, or employee of RISC will be liable to Member or any third party for any direct, indirect, incidental, special, punitive, or consequential loss of profits, loss of earnings, loss of business opportunities, damages, expenses, or costs resulting directly or indirectly from, or otherwise arising in connection with, any of the following:
A. Reliance. The use of the Service by the Member, including but not limited to damages resulting from or arising from Member's reliance on the Service, Content or Member Content, or the mistakes, omissions, interruptions, errors, defects, delays in operation, non-deliveries, mis-deliveries, transmissions, eavesdropping by third parties, or any failure of performance of the Service, Content or Member Content.
B. Termination. The termination of Member's account by RISC pursuant to the Terms.
C. Designated Employee. The use of the Service by any Designated Employee during any period in which such employee is an authorized representative of a Company or after such employee has been removed as an authorized representative of the Company.
D. Infringement, Etc. Any allegation, claim, suit, or other proceeding based upon a contention that the use of the Service by Member or a third party infringes the copyright, patent, trademark, trade secret, confidentiality, privacy, or other intellectual property rights or contractual rights of any third party.
E. Force Majeure. Any delay or failure of RISC to perform due to government restriction, strikes, war, any natural disaster or any other condition beyond RISC's control.
The limitations set forth in this section apply to the acts, omissions, negligence, and gross negligence of RISC and its manager, members, officers, affiliates, subcontractors, employees, and agents, which, but for this provision, would give rise to a course of action in contract, or any other legal doctrine.
RISC SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, MULTIPLE OR CONSEQUENTIAL DAMAGES, RESULTING FROM THE USE OR THE INABILITY TO USE THE SERVICE OR FOR COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR RESULTING FROM ANY PRODUCTS OR SERVICES PURCHASED OR OBTAINED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICE OR RESULTING FROM UNAUTHORIZED ACCESS TO, DELETION OR ALTERATION OF MEMBER'S TRANSMISSIONS OR DATA OR FAILURE OF THE SERVICE TO STORE MEMBER'S TRANSMISSIONS OR DATA, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLE PROPERTY, EVEN IF RISC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO MEMBER.
16. NO RESALE OR COMMERCIAL USE OF THE SERVICE. Member's right to use to Service is personal to Member. Member agrees not to reproduce, duplicate, copy, sell, resell, exploit or make any commercial use of or access to the Service without the express consent of RISC.
17. DATA STORAGE. Member acknowledges that RISC may establish general practices and limits concerning use of the Service, including without limitation the maximum number of days that email messages, message board postings or other uploaded Member Content will be retained by the Service, the maximum disk space that will be allotted on RISC's servers on Member's behalf, and the maximum number of occasions (and the maximum duration for which) Member may access the Service in a given period of time. Member agrees that RISC has no responsibility or liability for the deletion or failure to store any messages and other communications or other content maintained by or transmitted through the Service. Member further acknowledges that RISC reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
18. SOFTWARE QUALITY. RISC does not warrant that any information, software or other material accessible through the Service is free of viruses, worms, Trojan horses or other harmful components.
19. ACCESS AND INTERFERENCE. Member agrees that Member will not use any robot, spider, other automatic device, or manual process to monitor or copy the RISC web pages or the Content contained herein without RISC's prior express written permission. Member agrees not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Service. Member agrees not to take any action that imposes an unreasonable or disproportionately large load on RISC's infrastructure. The Content is proprietary or is licensed to RISC by its users or third parties. Member agrees not to copy, reproduce, alter, modify, create derivative works, or publicly display any Content (except for Member Content) from this web site without the prior express written permission of RISC or the appropriate third party.
20. INDEMNIFICATION. Member agrees to indemnify and hold RISC, its parents, subsidiaries, affiliates, officers, manager, members and employees harmless from any claim or demand, including reasonable attorneys' fees and court costs, made by any third party due to or arising out of Member's use of the Service, the violation of the Terms by Member, or the infringement by Member, or other person using Member's account, of any intellectual property or other legal right of any person or entity.
21. TERMINATION. Either Member or RISC may terminate the Service with or without cause at any time and effective immediately. Termination shall be accompanied by a written or electronic notice to the other party. RISC shall not be liable to Member or any third party for termination of Service. Should Member object to any of the Terms or any subsequent modifications thereto or become dissatisfied with the Service in any way, Member's only recourse is to immediately: (a) terminate use of the Service; and (b) notify RISC of termination. Upon termination of the Service, Member's right to use the Service shall immediately cease and Member acknowledges and agrees that RISC may, after providing reasonable notice to Member, delete the files in Member's account and bar any further access to such files or the Service; provided that, in the event that RISC modifies the Terms pursuant to Section 4, and Member does not accept such modified Terms, Member shall have a period of thirty (30) days to remove Member's files and data from Member's account before the Service terminates and Member's access to the Service ceases. Member further agrees that RISC may terminate Member's password, account or use of the Service in accordance with the Terms if Member fails to use the Service at least once during any three (3) month period of time. Member agrees that upon termination of Member's access to the Service, Member will not disclose any information that RISC has designated as confidential.
22. NOTICE. All notices to a party shall be in writing and shall be made via e-mail to firstname.lastname@example.org for notices to RISC, or to the e-mail address that Member provides to RISC as part of the Registration Data for notices to Member, or such other address as either party may specify. Notice shall be deemed given 48 hours after the e-mail is sent, unless the sending party is notified that the e-mail address is invalid or that the transmission was otherwise unsuccessful. Alternatively, notices to RISC may be sent by regular mail, postage prepaid to RISC's address provided below. RISC may also broadcast notices or messages, or other matters of importance, on this Web site; such broadcasts shall constitute notice to Member.
23. GENERAL. In the event that any provision of the Terms shall, in whole or in part, be determined to be invalid, unenforceable or void for any reason, such determination shall affect only the portion of such provision determined to be invalid, unenforceable or void, and shall not affect in any way the remainder of such provision or any other provision of the Terms. The waiver by either party of a breach or a default of any provision of the Terms by the other party shall not be construed as a waiver of any succeeding breach of the same or any other provision, nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power or privilege that it has, or may have hereunder, operate as a waiver of any right, power or privilege by such party. The Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its choice of law provisions. In the event of any conflict between foreign laws, rules and regulations and those of the United States, the laws, rules and regulations of the United States shall govern. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Exclusive jurisdiction and venue for any litigation arising under this Agreement is in the federal and state courts located in Suffolk County, Massachusetts and Member agrees to take any and all necessary or appropriate action to submit to the jurisdiction and venue of such court. The Terms and any modifications thereto constitute the entire agreement between the parties with regard to the subject matter hereof and supersedes all prior understandings and agreements, whether written or oral, as to such subject matter. Nothing contained in the Terms shall be deemed to constitute either party as the agent or representative of the other party, or both parties as joint venturers or partners for any purpose.
24. ACKNOWLEDGMENT. Member acknowledges that (a) Member has read and understands the Terms; and (b) that the Terms have the same force and effect as a signed agreement.
The RISConsulting Group LLC
20 Park Plaza, Suite 510
Boston, MA 02116
(617) 867.0025 (fax)
© 2008 RISConsulting LLC.
All rights reserved.