By accessing www.secfilingbot.com, you agree with WFG Ventures, LLC, that you will comply with these terms of use (this “Agreement”). For the purposes of this Agreement, “Subscriber” means either (A) the entity that entered into (or otherwise assumed obligations related to) an Order Form, Subscription Agreement, or other data license agreement with SEC Filing Bot (or assumed by or assigned to SEC Filing Bot) and made you an authorized user under that agreement, or (B) you, if you are not accessing SEC Filing Bot's Site or Applications on behalf of an entity that made you an Authorized User under their agreement with SEC Filing Bot. If you are an Authorized User and you are employed by an entity that executed a SEC Filing Bot order form under which you are an Authorized User and the terms related to such order form provide for additional or different rights for your use, those terms providing for additional rights will prevail over the terms of this Agreement.
SEC Filing Bot provides data (the “Services”) via its websites located at www.secfilingbot.com (each a "Site" and collectively the “Sites”). Additionally, an Authorized User under a subscription agreement may be given access to one or more SEC Filing Bot software applications (each, an “Application”) for the purpose of accessing the content of the Sites (the “Content”) through that Application. SEC Filing Bot may suspend, disable or terminate your access to the Services, Sites, Application, or Content.
SEC Filing Bot may modify the Services, Sites, Applications, or Content at any time.
This Agreement is effective upon your use of the Sites or Applications.
The Sites, Applications and Content may only be accessed through valid login credentials issued to you by SEC Filing Bot. You must register for a single user account using a unique username and password and complete the registration process by entering your general contact information in the “Install SEC Filing Bot” section of the SEC Filing Bot Sites or Application including current, complete and accurate information as prompted by the form. By using the Sites or Applications you agree that you have read, understood, and consented to the terms of (“Privacy Policy”), which is available for your review SEC Filing Bot may amend the Privacy Policy at any time without notice, and the amended Privacy Policy will be posted on the Sites.
Your account username and password are solely for your individual use to access the Site or Sites and you may not permit anyone else to use them or your account. You are responsible for all use of the Applications, Sites, Services, and Content accessed through your account (including any illicit use of your user ID or password) and for preventing such unauthorized use.
If you believe there has been unauthorized access or use of the Applications, the Sites or any Content through your account credentials, you must notify SEC Filing Bot immediately by emailing william@secfilingbot.com
An “Authorized User” is an employee of Subscriber who is a natural person, who works within the organization listed on the order form, and who is designated by Subscriber as a user under this Agreement. All Authorized Users must: (A) complete the Site registration process using a unique Site username and password; (B) agree to (the “Terms of Use”); and (C) only use the Site, Applications, Content, and Services on behalf of Subscriber. If a term in the Terms of Use conflicts with a term of this Agreement, the term contained in this Agreement will control.
The Services and Content may only be used for the purposes of Subscriber's internal business operations. An Authorized User may view, download, and manipulate the Content for Subscriber's internal business operations.
Authorized Users may incorporate data from the Content into presentations and reports (Subscriber's “Work Product”) so long as (A) the quantity of data incorporated from the Content into the Work Product has no independent commercial value and is not separately marketable by SEC Filing Bot (B) the Work Product is not issued on behalf of a third party.
Subscriber agrees not to use the Content in furtherance of a Competitive Product. A “Competitive Product” is a product or service that provides customers with data that is substantially similar to data marketed and licensed by SEC Filing Bot at of the Effective Date. The Content may not be used for any competitive analysis of how SEC Filing Bot's products and services compare to a Competitive Product being offered or developed by Subscriber.
Except as explicitly allowed under Section 3 or the terms of an Order, Subscriber may not transfer, sell, rent, distribute, display, or otherwise disclose any portion of the Services, Site, Content, or Applications to anyone.
Subscriber may not use or attempt to use any deep-link, scraper, robot, bot, spider, data mining, computer code or any other device, program, tool, algorithm, process or methodology to systematically access, acquire, copy, or monitor any portion of the Content or Site. Additionally, Subscriber may not modify, decompile, decrypt, disassemble or reverse engineer any portion of the Services, Site, or Applications. Further, Subscriber will not use the Content in conjunction with any machine learning, neural network, deep learning, predictive analytics or other artificial intelligence computer or software program. If Subscriber collects data from the Site in violation of this Section 4.3, Subscriber agrees to promptly, upon receipt of invoice, delete such data and pay 150% of the then-current direct data pricing for such data.
Subscriber may not-through hacking, password mining, or any other means—violate the security of the Site or any Application or attempt to gain unauthorized access to the site, Content, or SEC Filing Bot's computer systems. Authorized Users may not share their password or other login credentials to the Services.
Subscriber may not use the Site, Services, or any Content in a manner that infringes or violates the intellectual property or proprietary rights of SEC Filing Bot or any third party, including, without limitation, the rights of privacy and publicity.
Subscriber may not use the Site or Content in any manner that is unlawful or that harms SEC Filing Bot. Additionally, Subscriber may not use the Site or Content in any way that is fraudulent, false, or deceptive.
Subscriber must not remove or obscure the copyright, trademark, service mark, or other notices contained in the Site, Services, Applications, or Content, regardless of whether such notices relate to rights possessed by SEC Filing Bot. Subscriber may not use the trademarks, service marks, logos, or other proprietary identifiers of SEC Filing Bot without prior written consent.
Subscriber will pay all fees listed in the relevant Order (“Fees”). The Fees only apply with respect to the term provided in the Order. All amounts paid under this Agreement are non-refundable.
Subscriber is solely responsible for all applicable sales, use, and other taxes or similar charges or duties incurred in connection with this Agreement (collectively, “Taxes”). Subscriber will promptly reimburse SEC Filing Bot if SEC Filing Bot is required to pay any Taxes for which Subscriber is legally responsible. Despite the previous two sentences, SEC Filing Bot remains solely liable for any taxes assessed on its net income.
Except as detailed below in this Section 6, all rights—including all copyrights and other intellectual property rights—in the Services, Site, Content, and Applications, belong to SEC Filing Bot. Unless expressly provided otherwise, nothing in this Agreement is to be construed to grant Subscriber any license or right to the Site, Services, Applications, or Content.
SEC Filing Bot may terminate this Agreement if you breach this Agreement.
Subscriber represents and warrants to SEC Filing Bot that Subscriber has the necessary authority to enter into and perform its obligations under this Agreement and that this Agreement has been duly authorized and executed by Subscriber.
The Site, Services, Applications, and Content are provided to Subscriber on an “As-Is” and “As Available” basis. Except as expressly stated in this Agreement, there are no representations or warranties about the nature or quality of the Site, Services, Applications, or Content. SEC Filing Bot has not and cannot make any guarantee that the Content is an accurate reflection of real-world facts.
Any decisions Subscriber makes on the basis of the Site, Services, Applications, or any Content are made solely at its own risk. SEC Filing Bot has no responsibility or liability arising from such decisions.
SEC Filing Bot makes no warranty, express or implied, as to the accuracy of the Content, the results that may be obtained as a result of using the Site, Services, Application, or Content, and SEC Filing Bot expressly disclaims any condition of quality and implied warranties of title, non-infringement, accuracy, merchantability, or fitness for a particular purpose. SEC Filing Bot also disclaims any warranties arising through course of dealing or usage of trade. Subscriber represents that it has not relied upon any warranty or representation made by SEC Filing Bot except as specifically stated in this Agreement. No part of this Section 13.4 is intended to limit the general nature of Section 13.2.
Subscriber will defend and indemnify SEC Filing Bot from any third-party claims, costs, reasonable attorneys' fees, damages, or other liabilities that arise out of Subscriber's unauthorized use or disclosure of the Site, Services, Applications, or Content. For the purposes of this Section 14.1, “SEC Filing Bot” includes any directors, officers, employees, or agents of SEC Filing Bot.
SEC Filing Bot will (A) promptly notify Subscriber of any claim that would trigger the indemnification obligation in Section 11.1, (B) assist Subscriber, at Subscriber's expense, in the defense and settlement of the claim, and (C) refrain from settling the claim without Subscriber's prior written consent so long as Subscriber doesn't unreasonably withhold or delay such consent. SEC Filing Bot can select its legal representation for defense of the claim.
Except as expressly agreed otherwise in this Agreement, (A) the Content is provided “as-is” and “as available,” and (B) SEC Filing Bot will not be liable for any damages incurred by Subscriber that result from Subscriber's use of the Content.
Except for (A) Subscriber's indemnification obligations under this Agreement, (B) Subscriber's obligations to pay Fees under this Agreement, (C) Subscriber's liability if it breaches the promises contained in Section 11, and (D) Subscriber's willful misconduct or gross negligence, under no circumstances will either party be liable for any indirect, incidental, special punitive, exemplary, or consequential damages with respect to this Agreement. This categorical limitation on damages applies even if such damages could have been foreseen or prevented.
Except for (A) Subscriber's indemnification obligations under this Agreement, (B) Subscriber's obligations to pay Fees under this Agreement, (C) Subscriber's liability if it breaches the promises contained in Section 11, and (D) Subscriber's willful misconduct or gross negligence, under no circumstances will either party be liable to the other party in excess of the amount of Fees actually paid by Subscriber to SEC Filing Bot under this Agreement within the 12 months preceding the liability-causing events.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement, and this Agreement supersedes any prior agreement between the parties with respect to the subject matter of this Agreement.
For a party to waive its rights under this Agreement, such waiver must be in writing. Any waiver will be construed as narrowly as reasonably possible.
This Agreement will be construed and enforced in accordance with the laws of the State of California, without reference to its choice of law principles.
The parties will resolve any disputes related to this Agreement in the state or federal courts located in Santa Clara County, California. Each party consents to the jurisdiction of these courts and irrevocably waives any objection to resolving a dispute related to this Agreement in these courts.
Except as otherwise specifically prohibited by applicable law, all disputes arising from or related to this Agreement will be adjudicated on an individual basis and not in a class or representative action or as a member of a class, mass, consolidated or representative action, irrespective of the forum in which such disputes are heard. Subscriber will not join any of its claims related to this Agreement with the claim or claims of any other person or entity.
Neither party will be liable for any failure or delay in the performance of its obligations under this Agreement if such failure or delay is directly caused by unforeseen events beyond the party's control.
The Site may contain links to other web sites (“Linked Sites”). The Linked SEC Filing Bot and SEC Filing Bot is not responsible for the contents or operation of any Linked Site. SEC Filing Bot provides these links only as a convenience, and the inclusion of any link does not imply endorsement by SEC Filing Bot of the Linked Sites or any association with its operators.
Nothing in this Agreement will be construed to create a partnership or joint venture between the parties.
Subscriber will comply with all relevant export and trade control laws, regulations, or requirements of the United States and other relevant jurisdictions, including, without limitation, the U.S. Export Administration Regulations (15 C.F.R Part 730 et seq.) and U.S. economic sanctions and embargoes (codified in 31 C.F.R Chapter V). Without limiting the general nature of the previous sentence, Subscriber will comply with all relevant laws governing Subscriber's purchase, receipt, use, disclosure, or re-export of any goods (including any hardware, software or technology) provided to it under this Agreement.