PARTICULATE SOLID RESEARCH, INC.
Last Revised: May 7, 2020
B. In order to access some features of the Website, You will have to create an account. Upon creation of an account, a user password will be forwarded to the email address You provided during registration. You may not use another's account without PSRI’s permission. When creating an account, You must provide accurate and complete information. You are solely responsible for the activity that occurs on Your account, and You must keep Your account password secure. You must notify PSRI immediately of any breach of security or unauthorized use of Your account. PSRI will not be liable for losses caused by any unauthorized use of Your account. You hereby grant PSRI the right to contact you by email, and other means of communications in order for PSRI to provide You with any information in connection with the Website or Your account.
2. Unauthorized Use:
A. You shall not copy or download the Content or third party content from the Website without the prior written consent of PSRI. You shall not modify, reverse engineer, reproduce, display, publicly perform or distribute, including (without limitation) by framing or similar means, the Website, Content or third party content or use the Website, Content or third party content for public or commercial purposes. You shall not use the Website, Content or third party content on any other website.
B. You agree not to use or launch any automated system, including without limitation, "robots," "spiders," "offline readers," etc., that accesses the Website in a manner that sends bulk requests to the servers. Notwithstanding the foregoing, PSRI grants the operators of public search engines permission to use spiders to copy materials from the site for the sole purpose of creating publicly available searchable indices of the Website, but not caches or archives of the Website. PSRI reserves the right to revoke these exceptions either generally or in specific cases. You agree not to collect or harvest any personally identifiable information, including account names, from the Website, nor to use the communication systems provided by the Website for any commercial solicitation purposes. You agree not to solicit, for commercial purposes, any users of the Website.
3. Ownership and Title:
Title to the Website and Content (excluding third party content and User Submissions (as defined in Section 6 below)), including ownership rights to patents, copyrights, trademarks and trade secrets in connection with the Website shall be the exclusive property of PSRI.
4. Removal of Infringing Material/Copyright Agent:
A. PSRI does not permit infringement of intellectual property rights on the Website. PSRI will remove all Content, third party content and User Submissions if properly notified that such Content, third party content or User Submission infringes on another's intellectual property rights. PSRI reserves the right to decide whether Content, third party content or a User Submission is appropriate. PSRI reserves the right and may remove User Submissions and/or terminate a User's access for uploading inappropriate User Submissions without prior notice and at its sole discretion.
B. If You believe that any User Submission or other Content or third party content infringes upon Your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing:
(i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(ii) Identification of the copyrighted work claimed to have been infringed, or a representative list of such works if more than one work is at issue;
(iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit PSRI to locate the material;
(iv) Information reasonably sufficient to permit PSRI to contact You, such as an address, telephone number, and email address;
(v) A statement that You have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that You are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
PSRI’s designated Copyright Agent to receive notifications of claimed infringement is:
Marcus Stephen Harris
Taft Stettinius & Hollister LLC
111 E Wacker Suite 2800
Chicago, IL 60601
Telephone: (312) 840-4320
Fax: (312) 966-8599
You acknowledge and agree that if You fail to comply with all of the requirements of this Section 4(B), Your DMCA notice may not be valid.
5. Intellectual Property:
A. The Website and Content are protected by copyrights, trademarks, or are subject to other proprietary rights. Accordingly, You are not permitted to use the Website or Content in any manner, except as expressly permitted by PSRI under this Agreement. The Website or Content may not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or distributed in any way, and You agree not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, or create derivatives, without the prior express written authorization of PSRI. If You are permitted to use the Content, You agree to retain copyright and other proprietary notices on any copies of the Content You make, and You agree not to remove or modify any notices, author attribution or disclaimer contained in the Content. You represent and warrant that You will give credit and attribute Content with names, titles, and links to the applicable sources to the Website or PSRI if You are permitted to use the Content.
B. You acknowledge and agree that you are solely responsible for complying with the applicable restrictions on use of all Content, copyrighted materials and trademarks that You see, hear, and use on the Website. You understand that any unauthorized use of such intellectual property would result in irreparable injury for which money damages would be inadequate. You further acknowledge that, in the event of any such unauthorized use, PSRI or the applicable intellectual property owner will have the right, in addition to other remedies available at law and in equity, to immediate injunctive relief to prevent any such unauthorized use.
C. You acknowledge that the Website, Content and third party content are protected under laws, including (without limitation) United States of America and international copyright laws and treaties. Except as otherwise provided for in this Agreement, You shall not contest or aid in contesting the ownership or validity of the intellectual property, including without limitation the copyrights, trademarks, and trade secrets (as applicable) of PSRI in connection with the Website and Content.
6. User Submissions:
A. The Website may permit the submission of data, materials, communications or other user communications submitted by You and other users ("User Submissions") and the hosting, sharing, and/or publishing of such User Submissions. Any information posted or submitted by You on the Website shall be deemed non-confidential.
B. You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. You warrant and, represent that: (i) You own or have the right, to use and authorize PSRI to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Submissions to enable inclusion and use of the User Submissions in the manner contemplated by the Website and this Agreement; and (ii) you have the written consent, release, and/or permission of each and every individual person in the User Submission to use the name or likeness of each and every such individual person to enable inclusion and use of the User Submissions in the manner contemplated by the Website and this Agreement.
C. By submitting User Submissions to PSRI, You grant PSRI a worldwide, irrevocable, non-exclusive, royalty-free, sub-licensable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Submissions in connection with the Website and PSRI’s business, including without limitation for promoting and redistributing part or all of the Website and Content (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user of the Website a non-exclusive license to access Your User Submissions through the Website, and to use, reproduce, distribute, prepare derivative works of, display and perform such User Submissions as permitted through the Website and under this Agreement.
D. In connection with User Submissions, You will not: (i) submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless You are the owner of such rights or have permission from their rightful owner to post the material and to grant PSRI all of the license rights granted herein; (ii) publish falsehoods or misrepresentations that could damage PSRI or any third party; (iii) submit material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate; (iv) post advertisements or solicitations of business; or (v) impersonate another person.
E. PSRI is not responsible for the accuracy, usefulness, safety, or intellectual property rights of, or relating to, User Submissions.
7. Express Warranties: You acknowledge and agree that PSRI (including its officers, employees, agents, directors and independent contractors) has not made or granted to You any express warranties concerning the Website or Content. Use and performance of any products and services referenced on the Website are subject to PSRI terms and conditions concerning such products and services as made available by PSRI. You acknowledge that the Website does not constitute a grant of an express warranty concerning PSRI products and services and You waive any and all claims of warranty based on the Website.
8. WARRANTY LIMITATION: ALL INFORMATION OR SERVICES PROVIDED BY PSRI TO YOU VIA THE WEBSITE, INCLUDING, WITHOUT LIMITATION, ALL CONTENT, ARE PROVIDED “AS IS” AND WITHOUT ANY WARRANTIES OF ANY KIND. PSRI AND ANY THIRD-PARTY LICENSORS WITH CONTENT ON THE WEBSITE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. PSRI AND ITS THIRD-PARTY LICENSORS MAKE NO REPRESENTATION, WARRANTY OR COVENANT CONCERNING THE ACCURACY, QUALITY, SUITABILITY, COMPLETENESS, SEQUENCE, TIMELINESS, SECURITY OR AVAILABILITY OF THE WEBSITE OR ANY CONTENT POSTED ON OR OTHERWISE ACCESSIBLE VIA THE WEBSITE. YOU SPECIFICALLY ACKNOWLEDGE THAT PSRI AND ITS THIRD-PARTY LICENSORS ARE NOT LIABLE FOR THE DEFAMATORY, OBSCENE OR UNLAWFUL CONDUCT OF OTHER THIRD PARTIES OR USERS OF THE WEBSITE AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. NEITHER PSRI NOR ANY OF ITS THIRD-PARTY LICENSORS REPRESENT, WARRANT OR COVENANT THAT THE WEBSITE WILL BE SECURE, UNINTERRUPTED OR ERROR-FREE. PSRI FURTHER MAKES NO WARRANTY THAT THE WEBSITE WILL BE FREE OF VIRUSES, WORMS OR TROJAN HORSES OR THAT IT WILL FUNCTION OR OPERATE IN CONJUNCTION WITH ANY OTHER PRODUCT OR SOFTWARE. YOU EXPRESSLY AGREE THAT USE OF THE WEBSITE and Content IS AT YOUR SOLE RISK AND THAT psri, ITS AFFILIATES AND THEIR THIRD-PARTY LICENSORS SHALL NOT BE RESPONSIBLE FOR ANY TERMINATION, INTERRUPTION OF SERVICES, DELAYS, ERRORS, FAILURES OF PERFORMANCE, DEFECTS, LINE FAILURES, OR OMISSIONS ASSOCIATED WITH THE WEBSITE and content OR YOUR USE THEREOF. YOUR SOLE REMEDY AGAINST psri FOR DISSATISFACTION WITH THE WEBSITE OR THE CONTENT IS TO CEASE YOUR USE OF THE WEBSITE AND/OR THE CONTENT. WHEN THE IMPLIED WARRANTIES ARE NOT ALLOWED TO BE EXCLUDED IN THEIR ENTIRETY, YOU AGREE THAT THEY WILL BE LIMITED TO THE GREATEST EXTENT AND SHORTEST DURATION PERMITTED BY LAW.
9. Inaccuracies and other Content: You acknowledge that the Website and Content may contain errors, inaccuracies and omissions and assume any and all risk of loss, harm or damage associated with access to and use of the Website or Content. PSRI is not a publisher of content supplied by third parties and users of the Website. Accordingly, PSRI does not have control over such content. Any advice, statements, opinions, services, offers, or any other information or content whatsoever expressed, implied or made available by third parties, including but not limited to information providers and users, are those of the respective author(s) or distributor(s) and not of PSRI.
10. Limitation of Liability: PSRI shall not be liable for any DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, LOSS OF INFORMATION OR PROGRAMS ON YOUR DATA HANDLING SYSTEM, TRANSACTION LOSSES, OPPORTUNITY COSTS, INTERRUPTION OF BUSINESS OR COSTS OF PROCURING SUBSTITUTE GOODS) in connection with THE: (i) use, performance or operation of the WebSite or content; (ii) use, performance or operation of the Internet or use of the Internet by you; and (iii) loss of data, regardless of the form of action, whether in contract or in tort, including negligence, regardless of whether PSRI has been advised of the possibility of such damages in advance or whether such damages are reasonably foreseeable. NOTWITHSTANDING THE FOREGOING SENTENCE, The liability of PSRI for any reason and for any cause of action whatsoever in connection with this Agreement, the WebSite and/OR content, regardless of the form of action, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, STATUTE OR OTHERWISE, including negligence, shall not exceed ONE HUNDRED U.S. Dollars ($100). Any cause of action or claim you may have arising out of or relating to this agreement or the Website must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred.
11. Indemnification: You agree to release, defend, indemnify and hold harmless PSRI (including its officers, directors, employees, affiliates, contractors and agents) against any expense, loss, cost or liability (including, without limitation, attorney fees) arising from any and all claims, demands, damages or actions resulting from or related to: (i) use of the Website or the Content by You (including, without limitation, any claims for breach of warranty, loss of data, libel, slander, invasion of privacy or false advertising); (ii) performance of the Website; (iii) Your negligence or acts (or any failure to act); and (iv) any breach by You of Your obligations under this Agreement.
12. Export Assurance: You agree not to perform any act in conflict with or in violation of the export laws and regulations of the United States of America.
13. Links: You acknowledge that the Website contains links to third party websites which are provided solely as a convenience to You and do not constitute an endorsement by PSRI of such websites and the third party content found there.
16. Severability: If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of the Agreement shall continue in effect.
17. Governing Law and Litigation: This Agreement is governed by the laws of the State of Illinois, without regard to any rules of conflict or choice of laws which require the application of laws of another jurisdiction, and You hereby irrevocably consent to the exclusive jurisdiction and venue of the courts in Cook County, Chicago, Illinois in all disputes arising out of or relating to the Website. In the event of litigation or arbitration arising out of this Agreement, each party shall pay its own costs and expenses of litigation or arbitration.
18. User Notice: Notices to You shall be deemed delivered when delivered to You electronically by posting a notice on the Website, by sending You a notice through Your account, by e-mail or other appropriate means of electronic communication, or by certified or registered mail with return receipt requested. Notices to You shall be deemed given on the date notice is delivered electronically or on the date of receipt by User (as evidenced in the case of certified or registered mail by return receipt), whichever occurs first. Notices delivered to User electronically (including, without limitation, electronic mail) shall be deemed written notices.
19. PSRI Notice: Notices to PSRI (excepting notices sent pursuant to Section 4(B) above) shall be deemed delivered when delivered by commercial overnight delivery service, by certified or registered mail with return receipt requested and postage prepaid, or by hand to the address set forth in the first paragraph of this Agreement and shall be deemed given on the date notice is received by PSRI (as evidenced in the case of certified or registered mail by return receipt).
20. Equitable Remedies: You acknowledge and agree that damages at law will be an inadequate remedy to PSRI. In addition to other rights which may be available, PSRI shall have the right of specific performance, injunction or other equitable remedy in the event of a breach or threatened breach of this Agreement by You.
21. Waiver: Waiver of a breach of this Agreement shall not constitute a waiver of any other breach. All remedies under this Agreement are in addition to equitable remedies and remedies provided by law and are cumulative. Failure to enforce any provision of this Agreement shall not constitute a waiver or create an estoppel from enforcing such provision. Any waiver of a provision of this Agreement shall not be binding unless such waiver is in writing and signed by the waiving party.
22. Public Announcements: All public announcements concerning the Website or the relationship of You and PSRI shall be subject to the prior written approval of PSRI.
23. Termination: In its sole discretion, PSRI may terminate or suspend Your access to the Website for breach of this Agreement without notice or cause. PSRI shall not be liable for any losses or damages arising from any such termination of service. Any and all restrictions imposed upon You with respect to the Website and/or Content and any and all disclaimers and limitations of liabilities set forth in this Agreement shall survive such termination.