Welcome to the User Agreement (the Agreement or User Agreement) for http://www.keesings.com/ which is a website owned by Keesings Worldwide, LLC. (the Site), a Maryland Limited Liability Corporation. If you do not agree to be bound by the terms and conditions of this Agreement, do not use or access our services or our website.
2. Binding Nature.
3. Change Control.
Any changes will be effective upon the posting of the revisions on the Site. You are responsible for reviewing the notice and any applicable changes. Keesings reserves the right to change any of the terms and conditions contained in this Agreement or any policies or guidelines governing the Site or Services, at any time and in its sole and independent discretion. If the User Agreement is changed, a not to that effect, containing a link to the new policy, will be prominently posted in the Site. Continued use of the site after will constitute your acceptance of the new terms.
Our services are available only to, and may only be used by, individuals and companies capable of forming legally binding contracts under applicable law. Without limiting the foregoing, our services are not available to children (persons under the age of 18) or to temporarily or indefinitely suspended former members. You agree that you will not compile, reproduce, republish or resell for any commercial purpose any information on our site and you agree to not use any device, software or routine that may extract, copy, modify, import, export, replicate, scrape or otherwise deliver, in any manner, the data and information on our site to you or anyone else. If you do so, then you agree that we are suffering irreparable injury and that an injunction or temporary restraining order may be entered by any court of competent jurisdiction prohibiting the use of such information and requiring, without limitation, that any domain name used to distribute or provide such information be redirected away from the site containing such information. In addition, you agree to pay all reasonable attorney's fees and costs incurred in enforcing these provisions. If you do not qualify, please do not use our Site. Further, your Keesings account User ID and password may not be transferred, loaned, given or sold to another party, although it can be used within the same company by employees for the purpose of using the site for its intended purpose. If you are registering as a business entity, you represent that you have the authority to bind the entity to this Agreement.
Our site is a venue whereby users may access Keesings World News Archive (Archive). The Archive is a web-based database comprising all of the articles that we have published, first from 1931-1987 as Keesings Contemporary Archives, and then as Keesings Record of World Events from 1987 to the present. These materials are owned exclusively by Keesing's and they are protected by copyright law and other intellectual property laws. Neither the posting of these materials on this site nor anything in this Agreement shall waive or modify Keesing's ownership rights in those materials. Use of the Site provides you only with a limited license to read the materials and to use them as specified in this Agreement. Use of this Site does not constitute the sale or transfer of these materials in any way. Non-registered users have limited access to the Archive. We charge registered users for various levels of access to the Archive, as detailed elsewhere on the Site.
Keesings allows registered users to create tags to aid in organizing the articles in the Archive. Such tags attached to a particular article, and are viewable by other registered users. Tags are anonymous, and are not to be considered in any way to be part of the article to which they are attached. Keesings also allows registered users to attach notes to an article. No registered user other than the author of a particular note may access that note.
6. Restricted Activities.
The information you publish on the site, whether in a tag or a note, shall not: (a) be false, inaccurate or misleading; (b) be fraudulent or involve the sale of counterfeit or stolen items; (c) infringe any third partys copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (d) violate any law, statute, ordinance or regulation (including, but not limited to, laws governing export control, consumer protection, unfair competition, antidiscrimination and false advertising); (e) be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (f) be obscene or contain child pornography; (g) contain any viruses, Trojan horses, or the like, or other computer programming routines that may damage or interfere with our marketplace; and (h) create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers. Furthermore, you may not take any action that could cause us to violate any applicable law, statute, ordinance or regulation.
7. Access and Interference.
You agree that you will not use any robot, spider, scraper or other automated means to access the Site for any purpose without our express written permission. Additionally, you agree that you will not: (i) take any action that we, in our sole discretion, believe imposes an unreasonably large load on our servers; (ii) copy, reproduce, modify, create derivative works from, distribute or publicly display any website content without the prior expressed written permission of Keesings and the appropriate third party, as applicable; (iii) attempt to interfere with the proper working of the Site or any activities conducted on the Site; or (iv) bypass any measures we may use to prevent or restrict access to the Site.
Without limiting other remedies, we may limit your activity, immediately remove published comments in accordance with the provisions set forth in the Communications Decency Act, warn our community of your actions, issue a warning, temporarily suspend, indefinitely suspend or terminate your membership and refuse to provide our services to you if, within our sole and independent judgment: (a) you breach, or we anticipate that you are about to breach, this Agreement or the documents it incorporates by reference; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause financial loss or legal liability for you, our users or us. We can also terminate this Agreement at any time, with or without cause.
10. No Warranty.
WE, OUR OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, CONTRACTORS AND SUPPLIERS PROVIDE OUR WEBSITE AND SERVICE AS IS AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. WE, OUR OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, CONTRACTORS AND SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights that vary from state to state.
IN ADDITION, WE SPECIFICALLY DISCLAIM ALL WARRANTIES THAT THE SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR; THAT THE INFORMATION, CONTENT, MATERIALS OR PRODUCTS INCLUDED ON THE SITE WILL BE AS REPRESENTED BY REGISTRANTS, LAWFUL, OR THAT REGISTRANTS WILL PERFORM AS PROMISED; ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; AND ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF YSERINC.COM, TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW.
11. General Release.
BECAUSE KEESINGS IS MERELY A VENUE FOR ACCESSING AN INFORMATIONAL ARCHIVE, EACH OF YOU RELEASES KEESINGS, OUR OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, CONTRACTORS AND SUPPLIERS FROM CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH PUBLISHING SUCH INFORMATION. YOU WAIVE THE PROTECTIONS AFFORDED BY CALIFORNIA CIVIL CODE § 1542, WHICH SAYS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. YOU ACKNOWLEDGE AND AGREE THAT THIS WAIVER IS AN ESSENTIAL AND MATERIAL TERM OF THIS AGREEMENT, AND THAT WITHOUT SUCH WAIVER, THIS AGREEMENT WOULD NOT HAVE BEEN ENTERED INTO BY KEESINGS.
12. Limitation of Liability.
IN NO EVENT SHALL WE, OUR OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, CONTRACTORS AND SUPPLIERS, BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES HOWEVER ARISING, INCLUDING NEGLIGENCE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND/OR YOUR USE OF THE WEBSITE. OUR LIABILITY TO YOU OR ANY THIRD PARTY IN ANY CIRCUMSTANCE IS LIMITED TO THE LESSOR OF A) THE AMOUNT OF FEES YOU PAY TO US IN ANY ONE YEAR OR B) $100.
You agree to indemnify and hold us and our officers, directors, agents, employees, contractors and suppliers, harmless from any claim or demand, including reasonable attorneys fees, made by any third party due to or arising out of your breach of this Agreement or the documents it incorporates by reference, your violation of any law or the rights of a third party, or any claim or demand alleging such breach or violation.
14. Dispute Resolution.
The terms of this Agreement shall be construed in accordance with the laws of the State of Maryland, USA, as applied to contracts entered into by Maryland residents within Maryland, which contracts are to be performed entirely within Maryland. The sole and exclusive forum for the resolution of disputes shall be the state courts in and for the County of Montgomery, Maryland, (unless the claimant is required to bring the action in federal court, in which event the sole and exclusive forum shall be the United States District Court for the District of Maryland, Southern Division) and the parties irrevocably consent to personal jurisdiction and venue in those courts. In the event of litigation arising out of this Agreement, the prevailing party will be entitled to an award or judgment for its reasonable attorney's fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing party may be entitled, subject to the limitations contained in Section 12.
You may not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights.
Keesings grants a limited license to each registrant to make use only of the Site and the Services in accordance with this Agreement. This license expressly excludes, without limitation, any reproduction, duplication, sale, resale or other commercial use of the Site and the Services or any of the materials that are accessible via the Site outside the business purpose of the Site, making any derivative work of the Site or the Services or any of the materials that are accessible via the Site, the collection and use of participant e-mail addresses or other participant information, ratings or listings, or any data extraction or data mining whatsoever. You agree that you will not compile, reproduce, republish or resell for any commercial purpose any information on our Site or any of the materials that are accessible via the Site and not use any device, software or routine that may interfere with the operation of the Site or any of the materials that are accessible via the Site.
16. General Provisions.
This is the entire Agreement governing the use of the Keesings Site. No delay by either party shall waive rights under this Agreement. This Agreement is governed by, and to be construed in accordance with, the laws of the State of Virginia, without regard to that states conflict of laws provisions. No waiver of any breach of this Agreement shall be a waiver of any other provision of this Agreement, and no waiver shall be valid unless in writing signed by the parties. If any provision of this Agreement is held invalid, such provision shall be restated to reflect, as nearly as possible, the original intention of Keesings in accordance with applicable law and the remainder of the Agreement shall remain in full force.
Except as explicitly stated otherwise, any notices shall be given by postal mail to Keesings Worldwide, LLC, 1010 Rockville Pike, Suite 500, Rockville, Maryland 20852 (in the case of Keesings) or to the email address you provide to Keesings during the registration process (in your case). Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid.