Terms of Service 2021

In consideration of Reportable, Inc. (“we,” “us” or “our”) providing you (which term, as used herein, includes you personally and, if you are using this website on behalf of the company or organization on whose behalf we grant you access, such company and organization) access to our Internet website, http://www.reportablenews.com, (the “Site”) and the information, documents, reports, data, features, functionalities and software that may be offered to you through or in connection with your use of and/or access to the Site and the other materials on the Site (collectively, and as such may be revised from time to time by us, the “Content”), you hereby agree to the following terms and conditions (the “Terms of Use”).

We may modify these Terms of Use from time to time upon written notice or posting to the Site. It is your responsibility to review these Terms of Use periodically. You agree that if you use the Site, the Content, and/or the Client Content after such notice or posting of changes in the Terms of Use, you will be bound by all such changes and these Terms of Use.

1. General Provisions
The Site is owned and operated by Reportable, Inc., a Delaware corporation. The Site is a facilitator of communications between certain parties, namely our customers who engage us to place their content on the Site for the purpose of communicating such content (each a “Client”, and the “Client Content”) and users. The Client Content displayed on the Site is provided, and delivered by the Client, not us. We do not maintain editorial control of the Client Content and are in no way responsible for the Client Content or its accuracy or the claims made therein. All questions regarding the Client Content should be directed to the appropriate Client either via the Site or via some other method.

2. Fees for Use of the Site; Appropriate Use of the Site
The Site is made available to view via the internet for no charge. Use of the Site as a Client requires a purchase of services at our then-current rates (the “Service”). The fee for the Service and the features of the Service shall be determined from time to time by us and we may change the fee for the Service at any time in our sole discretion.

3. Intellectual Property; Compliance with Law
The Site, the Content, and the Client Content are our property and the property of our Clients as described herein, and are protected by applicable copyright, patent, trademark and other intellectual property laws. Except as expressly authorized herein, you may not, directly or indirectly, reproduce, transmit, sell, display, distribute, publish, broadcast, circulate, modify, disseminate or commercially exploit, in each case, whether in whole or in part, the Site, the Content, or the Client Content in any manner (including electronic, print or other media now known or hereafter developed) without our express written consent. Use of the Site, the Content, or the Client Content in violation of these Terms of Use, or any applicable law, rule or regulation (whether of the United States or other countries), or any rights of any third party is prohibited. You agree not to use the Site, the Content, or the Client Content for any unlawful purposes and to comply with any and all requests from us to protect all respective rights in the Site, the Content, and the Client Content. You agree that you will not, directly or indirectly, access, scrape, copy or otherwise use any portion of the Site, the Content, or the Client Content to, in each case, whether alone or with others, engage in any activity or provide any product or service that, in our good faith judgment, is competitive with our products or services. Further, you may not, and agree not to, sell, license or otherwise provide access to and/or use of any of the Site, the Content, or the Client Content to any third party for any purpose whatsoever, including to build or offer a product or service that, in our good faith judgment, is competitive with our products or services. You may download the Content and the Client Content to your computer or your device and print out a hard copy for your reference and internal use and display, but you will not remove any copyright, trademark or other notices or disclaimers contained in the Content or the Client Content. We expressly prohibit the use of devices (including software) designed to provide repeated automated access to the Site, the Content, and/or the Client Content. We reserve the right to take any and all measures necessary to prevent such access, including denial or termination of your access to the Site.

4. Links and Third Party Websites
In the event you use the Site or the links included on the Site to gain access to any World Wide Web site or any Internet location or a source of information, including social media websites, of any company, organization or person other than us, you acknowledge that such other sites, locations and sources are not under our control and agree that we will not be responsible for any information, content or links found at any such sites, locations or sources, for your use of such information, content or links found at any such sites, locations or sources, or for any such sites, locations or sources use of any information or content you submit, directly or indirectly (e.g., while using the Site). We provide such links only as a convenience to you, and have not tested any software or verified any content found at such sites, locations or sources. You further acknowledge that we make no warranties as to the availability of or otherwise related to any such links or any such sites, locations or sources. Your access to or use of such links or any such sites, locations or sources may be subject to their respective terms of use and it is your responsibility to read and comply with those terms of use. The fact that we have provided a link to any unaffiliated site, location or source does not signify our sponsorship or endorsement of such site, location or source or any of the contents of such site, location or source. There are inherent risks in the use of any such links or any software and/or content found on the Internet, and you acknowledge that you understand these risks.

5. Disclaimers
You agree to comply with any and all rules, restrictions and disclaimers that are posted on the Site. All materials on the Site are meant to be reviewed in their entirety, including any footnotes, legal disclaimers, restrictions, disclosures and copyright or proprietary notices. Disclaimers, restrictions, disclosure or hedge clauses apply to any partial document or material in the same manner as they do to the whole, and will be deemed incorporated in the portion of any material or document that you consult or download.

6. Consent to Recording and Retention
You consent to our recording, retention and use of all content, information and data that you input or otherwise communicate during your access to and/or use of the Site, or through any e-mail to or from us and any other electronic communication means and the transmittal of the same to our affiliates, subsidiaries, branches and third parties for order and other processing, database maintenance, record keeping or any other use in accordance with customary practices, policies and procedures applicable in the United States and our privacy policies. In addition, we may disclose such information to the extent that we determine in good faith to be required by any applicable laws, rules or regulations or order or in enforcement of our rights or the defense of claims. We expressly reserve the right (but have and shall have no obligation) to monitor any and all access to and/or use of the Site.

7. Use of Electronic Messages
You acknowledge that any electronic mail, facsimile, information, submission or instant messenger communication, whether transmitted through the Internet, the Site (collectively, “Electronic Messages”) may not be secure and communications using Electronic Messages may not be confidential.

8. DISCLAIMER OF WARRANTIES
THE SITE, THE CONTENT, AND THE CLIENT CONTENT ARE PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE AND OUR AFFILIATES OR OUR OR THEIR PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS OR AGENTS (COLLECTIVELY THE “REPORTABLE PARTIES”) HEREBY DISCLAIM ANY AND ALL WARRANTIES, GUARANTIES, CONDITIONS, COVENANTS AND REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ANY RELATED TO MERCHANTABILITY, QUALITY, ACCURACY, COMPLETENESS, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TIMELINESS AND ERROR-FREE UNINTERRUPTED SERVICES AS TO THE OPERATION OF THE SITE, AND THE REPORTABLE PARTIES MAKE NO WARRANTY THAT (i) THE OPERATION OF THE SITE WILL MEET YOUR REQUIREMENTS, (ii) ACCESS TO THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, OR (iii) DEFECTS, IF ANY, WILL BE CORRECTABLE OR CORRECTED, OR OTHER ATTRIBUTES, WHETHER EXPRESS OR IMPLIED (IN LAW OR IN FACT), ORAL OR WRITTEN, OR FROM A COURSE OF DEALING OR USAGE OF TRADE. THE REPORTABLE PARTIES HAVE NO RESPONSIBILITY TO INFORM YOU OF ANY DIFFICULTIES WE OR OTHER THIRD PARTIES EXPERIENCE CONCERNING USE OF THE SITE OR TO TAKE ANY ACTION IN CONNECTION WITH THOSE DIFFICULTIES. YOU (AND NOT THE REPORTABLE PARTIES) ASSUME THE ENTIRE COST OF ALL SERVICING, REPAIR OR CORRECTION THAT MAY BE NECESSARY FOR YOUR COMPUTER, MOBILE PHONE, TABLET AND/OR OTHER EQUIPMENT AND SOFTWARE AS A RESULT OF ANY VIRUSES, ERRORS OR OTHER PROBLEMS YOU MAY HAVE AS A RESULT OF VISITING OR USING THE SITE. TO THE EXTENT THAT THE LAW DOES NOT PERMIT THE DISCLAIMER OF WARRANTIES, ALL CONTENT ACCESSIBLE ON THE SITE OR ANY OTHER SITE, LOCATION OR SOURCE TO WHICH WE LINK, AND ALL OPERATIONS ON THE SITE AND ARE WARRANTED ONLY TO THE MINIMUM AMOUNT LEGALLY REQUIRED.

9. LIMITATION OF LIABILITY
BY USING THE SITE YOU SPECIFICALLY AGREE THAT YOU WILL NOT HOLD THE REPORTABLE PARTIES LIABLE TO YOU OR ANY PARTY FOR ANY DAMAGES OR INJURY OR LOSS, INCLUDING ANY AND ALL DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS, INCLUDING THE ONES THAT MAY RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE SITE, THE CONTENT, OR THE CLIENT CONTENT (OR ANY OTHER LINKED SITE, LOCATION OR SOURCE), WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF CONTENT AVAILABLE ON THE SITE (OR ANY OTHER LINKED SITE, LOCATION OR SOURCE). NONE OF THE REPORTABLE PARTIES WILL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUCH DAMAGES INCLUDE DAMAGES OR INJURY CAUSED BY ERROR, OMISSION, INTERRUPTION, DEFECT, FAILURE OF PERFORMANCE, DELAY IN OPERATION OR TRANSMISSION, LINE FAILURE, COMPUTER VIRUS OR OTHER HARMFUL COMPONENT. IN NO CASE SHALL OUR LIABILITY EXCEED THE TOTAL AMOUNT OF FEES THAT YOU HAVE PAID TO US OVER THE TWELVE MONTHS IMMEDIATELY PRECEDING ANY INJURY.

10. Your Representations and Warranties
You hereby represent and warrant that:
a. (i) you are the person to whom the User Codes you used to access the Site were issued by us and the information you provided to us in connection with the issuance of the User Codes, if any, was and is true, accurate, current and complete, or (ii) you are accessing the Site on behalf of the company or organization to whom the User Codes you used to access the Site were issued by us;
b. if you are accessing the Site on behalf of the company or organization to whom the User Codes you used to access the Site were issued by us, you are duly authorized by all necessary action and have all consents, rights and authority to execute these Terms of Use on behalf of yourself and your principals and the company or organization on whose behalf we grant you access to the Site;
c. you will not reverse engineer, de-compile or reverse compile any of our technology, including any software associated with the Site;
d. unless we expressly authorize you to do so in writing, you will not use, reproduce, duplicate, copy, sell, resell, distribute, publish or exploit for any commercial purposes any portion of the Site, the Content, and/or the Client Content;
e. you will access and use the Site in compliance with any and all applicable law(s), rules(s) or regulation(s) (whether in the United States or other countries) and the terms and conditions of these Terms of Use; and
f. you have all consents, rights and authority to provide and submit any and all information and content provided and submitted by you or using User Codes to or otherwise using the Site, and all such information and content (1) are true, accurate, current and complete and we may rely on such information and content; (2) are not libelous, defamatory, indecent, obscene, harassing, hateful or violent; (3) are not meant to harm any Reportable Parties or any third party; (4) do not constitute or include viruses or other harmful codes; (5) as well as their anticipated uses, do not violate, infringe or misappropriate any copyright, patent, trademark or other proprietary rights, or right of publicity or privacy of any Reportable Parties or any third party; and (6) do not violate these Terms of Use, or any applicable law, rule or regulation (whether of the United States or other countries).

11. Indemnification
You shall indemnify and hold harmless Reportable, Inc., its affiliates and its and their partners, employees and agents from and against any and all claims, actions, proceedings, obligations, penalties, losses, liabilities, damages, costs and expenses (including reasonable legal and other professional fees and costs) directly or indirectly arising out of or related to (i) your breach of any agreements, representations and warranties contained in these Terms of Use, (ii) your access to and/or use of the Site, the Content, and/or the Client Content, and/or (iii) any and all information or content submitted by you or using User Codes to or otherwise using the Site including for claims that any of it violates, infringes or misappropriates any proprietary rights, or right of publicity, privacy or any other right of any third party.

12. Location and Governing Law
The Site is published in the United States. You agree that any access to or use of the Site will be deemed to be entirely at our facility in Cohasset, Massachusetts, under and subject to applicable Commonwealth of Massachusetts and United States Federal law, rules and regulations, to the same extent as if you were to physically come to our offices in Cohasset, without assistance or solicitation, copy material contained in our library. These Terms of Use and all the terms herein will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to conflict of law rules thereof. The parties agree to submit to the exclusive jurisdiction and venue of the Federal or state courts of Suffolk County, Massachusetts to resolve any and all issues that may arise out of or relate to this Agreement. Any right to trial by jury with respect to any claim or action is hereby waived by all parties to these Terms of Use.

13. Modification and Termination
We may at any time and for any reason with or without prior notice to you, and without liability, in each case, modify, suspend, terminate or discontinue, in whole or in part, any portion of the Site (including the Content and the Client Content) and/or your access to or use of the Site, the Content, and/or the Client Content. If you fail to comply with any provision of these Terms of Use, or if, in our sole discretion, we modify, suspend, terminate, or discontinue your access to or use of the Site, the Content, and/or the Client Content, any and all rights granted to you herein will immediately automatically terminate. These Terms of Use (as may be revised from time to time as described herein) are irrevocable and, unless otherwise expressly stated in these Terms of Use, will survive the termination of your access to, and use of, the Site, the Content, and/or the Client Content, and your relationship with us.

14. Force Majeure
None of the Reportable Parties are or will be liable for any losses caused directly or indirectly as a result of causes or events beyond our control, including natural disasters, acts of god, war, terrorism actions or decrees of governmental bodies, exchange or market rulings, failure of the Internet, communication lines or utility systems, equipment and systems failures, unauthorized access, and theft (each, a “Force Majeure Event”). All of the obligations of the Reportable Parties with respect to the affected elements under these Terms of Use will be suspended for the duration of such Force Majeure Event.

15. Miscellaneous Provisions
These Terms of Use represents the complete and exclusive statement of the agreement and understanding between you and us regarding your rights to access the Site and to use the Content and the Client Content and supersedes all agreements which you may sign with us, and all representations (whether written or oral), regarding such subject matter. Except as herein provided, no waiver, modification or amendment of any provision of these Terms of Use will be effective against us unless the same is in writing and signed by one of our executive officers. Should any term or provision of these Terms of Use be deemed or held to be invalid or unenforceable, the remaining terms and provisions will continue in full force and effect. Our failure to insist at any time upon strict compliance with any term of these Terms of Use, or any delay or failure on our part to exercise any power or right given to us in these Terms of Use, or a continued course of such conduct on our part will at no time operate as a waiver of such power or right, nor will any single or partial exercise preclude any other future exercise. All rights and remedies given to us in these Terms of Use and other terms and conditions that are subject to these Terms of Use are cumulative and not exclusive of any other rights or remedies which we otherwise have at law or equity. These Terms of Use will be binding upon you and your executors, heirs, successors and assigns. Any and all headings in the text of these Terms of Use are solely for convenience or reference and do not constitute a part of these Terms of Use, nor do they affect the meaning, construction or effect of these Terms of Use. The terms “including” and “includes” as used in these Terms of Use are intended to identify some, but not all, examples relevant to the subject matter and, therefore, should be read as “including, but not limited to” or “includes, but not limited to.” Neither you nor we may assign or delegate rights, duties or obligations under these Terms of Use without the prior written consent of the other party. We may, however, assign these Terms of Use, or any rights or obligations hereunder, to an affiliate, subsidiary or any entity owned, controlled by or under common control with us, or pursuant to a merger, consolidation, change of control or corporate reorganization. These Terms of Use are in addition to, and do not nullify, any other agreement between you and us governing the conduct of your relationship with us or any other applicable terms and conditions found on the Site.

16. Electronic Documents
We may, in our sole discretion, seek your consent to the terms and conditions of these Terms of Use and certain other agreements (i.e. Terms of Service) on the Site by means of an electronic signature by requesting you to affirmatively check the box indicating your acceptance to these Terms of Use, affirmatively “click” on boxes containing the words “I Accept,” “I Agree” or other similar phrases (collectively, “Acceptance Terms”). If you “click” on the Acceptance Terms, your “click” will be deemed a legally binding electronic signature. You acknowledge and agree that you will carefully review any document or web page before making such an electronic signature. By electronically indicating your agreement to these Terms of Use or accessing the Site, or using any of the Content after you have had an opportunity to review these Terms of Use, you acknowledge and agree: (i) that you and, where applicable, the company or organization on whose behalf we grant you access to the Site intend to form a legally binding contract between you and us; (ii) that you have read and agree to the terms and conditions of these Terms of Use; (iii) that you agree and intend that these Terms of Use to be the legal equivalent of signed, written contracts, and equally binding; (iv) that by electronically agreeing to these Terms of Use, you acknowledge that you have received a copy of these Terms of Use by your viewing a web page containing a hyperlink to the web page where these Terms of Use are displayed or otherwise; and (v) that if you are executing these Terms of Use on behalf of others, you hereby certify that you are an authorized representative, duly authorized, including where applicable, by all required corporate action to act on behalf of such others.