DATA LICENSE TERMS AND CONDITIONSAll pages copyright Wysk 2012-13. All rights reserved.
By clicking on the “I agree to the Terms & Conditions” checkbox during checkout, you agree that both you and the business on behalf of which you are licensing the Wysk data through this website (collectively “You”) shall be bound by and shall strictly comply with all of the following Data License Terms and Conditions and that Documented Transactions, Inc., dba Wysk (“Wysk” or “We”) shall be the beneficiary of such agreement and shall be entitled to enforce these terms:
The following capitalized terms shall have the meaning ascribed thereto in this Agreement:
“Agreement” shall mean these Data License Terms and Conditions.
“Claim” shall mean any third party claim, damage, loss, liability, cost or expense, including reasonable attorney’s fees. “Confidential Information” shall mean all information, materials and Wysk Data that Wysk discloses to You in the performance of this Agreement and the performance of the Services.
“Fees” shall mean the fees for the Services.
“Indemnify” shall mean to indemnify, defend and hold harmless a Party and its officers, directors, and employees from and against any and all third party claims, damages, losses, liabilities, costs and expenses (including reasonable attorney’s fees).
“Intellectual Property Rights” shall mean any and all copyrights, patents, trademarks, trade secrets, and any other intellectual property rights recognized under applicable law associated with or relating to Wysk’s proprietary data, software, materials, technologies, processes, and methodologies, and any all extensions, modifications and enhancements thereto, and derivative works thereof.
“License Term” shall mean the duration of your permitted use of Wysk Data, which shall be deemed to be for three months after Wysk first provides you each report or other set of data unless otherwise set forth in your Order for the applicable Services.
“List” shall mean Wysk Data that Wysk compiles based upon your designated selection criteria.
“Order” shall mean your order for Services at the Website.
“Report Services” shall mean Wysk licensing Wysk Business Reports to You at the Website pursuant to the terms of this Agreement.
“Services” shall mean the Wysk Reports, Report Services and/or Monitoring Services that Wysk provides to You pursuant and subject to the terms of this Agreement.
"Security Breach" shall mean any actual, potential or threatened unauthorized access to or use of any Wysk Data.
"Subscription Services" shall mean Wysk licensing Wysk Data to you at the Website through a subscription attached to your account pursuant to the terms of this Agreement
“Website” or “Wysk Site” shall mean the Wysk website located at http://www.wysk.com and all related or linked web pages.
“Wysk Data” shall mean any information or data provided to You pursuant to any of the Services.
“Wysk Property” shall mean the Website, the Wysk Data and any technologies, methods, processes, know-how, techniques and any other Intellectual Property Rights used, originated or developed in connection with the Services, this Agreement.
“Wysk Reports” shall mean Wysk’s proprietary reports comprised of business profile data and Wysk’s associated proprietary third party database integration, analysis, and scoring.
2. Services and Fees
Wysk shall provide You with the Services for which You submit an Order at the Website in accordance with this Agreement and the descriptions set forth at the Website applicable to such Services. Wysk may decline to fulfill any Order with or without notice to You and may terminate your right to use any of the Services or Wysk Data upon notice to You in writing or by electronic mail. Upon receipt of such notice, You shall immediately cease any use of the Wysk Data.
You shall pay the Fees for the Services in accordance with the payment terms and methods set forth at the Website.
2.3 Subscription Service Fee Terms
You have the option to add a subscription to your Wysk account. The following terms and conditions shall apply to the Subscription Services:
(a) Your subscription will begin immediately at the time You sign up and will continue to be renewed each month until you cancel it. At the beginning of each renewal term Your credit card will be charged and Your access to the subscription services will be extended for one month. A notification will be sent to the email listed on Your account prior to each renewal.
(b) If You sign up for a free trial as part of your subscription, a new subscription term will begin, and your credit card will be charged, immediately at the end of the free trial period. Wysk will convey the length of the free trial period to You during the sign-up process.
(c) You may cancel your subscription at any time. Cancellation does not affect the current subscription term, but it does prevent the subscription from being renewed at the end of the current term. There is no pro-rating of the subscription fee or of access to the subscription services.
(d) You may sign up for no more than one free trial per credit card. This applies even if You do not use the Subscription Services during the free trial period.
(e) Wysk may experience technical difficulties from time to time in delivering the Subscription Services. This does not affect Your responsibility to pay for the Subscription Services according to the usual schedule.
(f) Wysk may change the pricing of the Subscription Services at any time with 30 days' notice to You by the email listed on Your account.
3. Wysk Data Use and Restrictions
3.1 Wysk Data License
The Wysk Site includes general information on registering business entities under different State laws and the exchange of legal registration and other data. Services may also include a review of your answers for completeness, spelling and grammar, and for internal consistency of names, addresses and the like. At no time does Wysk review your answers for legal sufficiency, draw legal conclusions, provide legal advice or apply the law to the facts of your particular situation. Wysk and its Services are no substitute for the advice of an attorney, accountant, or a financial professional.
Wysk strives to keep its legal databases and registration methodology accurate, current and up-to-date. However, because the law and technology change rapidly, Wysk cannot guarantee that all of the information or methodology on the Wysk Site is completely current or that Wysk’s methodology for registration of different businesses complies with a specific jurisdiction’s legal framework. The law is different from jurisdiction to jurisdiction, and may be subject to interpretation by different courts. The law is a personal matter, and no general information or legal tool like the kind Wysk provides can fit every circumstance. Furthermore, the legal information contained on the Wysk Site is not legal advice and is not guaranteed to be correct, complete or up-to-date. Therefore, if You need legal advice for your specific problem, or if your specific problem is too complex to be addressed by Wysk’s Services, You should consult a licensed attorney in your area. The Wysk Site is not intended to create any attorney-client relationship, and your use of Wysk does not and will not create an attorney-client relationship between You and Wysk.
Wysk hereby grants to You a limited, nonexclusive, and nontransferable license to use the Wysk Data during the License Term in the United States for your internal use in strict accordance with this Agreement. You shall destroy the Wysk Data within ten (10) days following the expiration or termination of the License Term. In the event that You fail to comply with the foregoing, Wysk may charge You additional Fees for your continued use of the Wysk Data at Wysk’s then-standard rates, in addition to exercising any other remedies Wysk may have at law or in equity.
3.2 Wysk Data Terms
The following terms and conditions apply to your use of any of the Wysk Data:
(a) You shall not (i) resell, license, or otherwise provide or disclose Wysk Data to any third party; (ii) copy or otherwise reproduce any Wysk Data, except as necessary for backup or security purposes; (iii) attempt to discover or reverse engineer any confidential and proprietary criteria developed or used by Wysk in the compilation of the Wysk Data or the performance of the Services; (iv) merge or incorporate the Wysk Data with any third party file without Wysk’s prior written consent; (v) use Wysk Data to enhance any third party file or list, or develop, publish or maintain any list, enhancement, directory, or other similar product; (iv) use Wysk Data in any marketing communication that refers to selection criteria or presumed knowledge about the recipient; (vii) use any of the Wysk Data to support investment decision making; (viii) use any of the Wysk Data as a substitute for traditional risk management services; (ix) upload, post, email, transmit or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; (x) use the Website to impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; (xi) forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Website; (xii) use the Website for any commercial purpose or the benefit of any third party or any manner not permitted by the licenses granted herein; (xiii) use the Website for fraudulent purposes; (xiv) attempt to decompile, reverse engineer, disassemble or hack the Website, or to defeat or overcome any encryption technology or security measures implemented by Wysk with respect to the Website, or any of the Wysk Data and/or data transmitted, processed or stored by Wysk; (xv) harvest or collect any information about or regarding other users without authorization, including, but not limited to any personal data or information; (xvi) upload, post, email, transmit or otherwise make available any content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (xvii) upload, post, email, transmit or otherwise make available any content that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party; (xviii) upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation; (xix) upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (xx) interfere with or disrupt the Website or servers or networks connected to or operated with the Website, or disobey any requirements, procedures, policies or regulations of networks connected to or operated with the Website; (xxi) use the Website to intentionally or unintentionally violate any applicable local, state, national or international law, and any regulations having the force of law; (xxii) use the Website to provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act; and/or (xxiii) use the Website to collect or store personal data about other users in connection with the prohibited conduct and activities set forth above.
(b) You shall use all Wysk Data in strict accordance with: (i) all applicable federal, state and local laws, regulations, rules, and judicial and administrative decisions; (ii) relevant industry guidelines; and (iii) your own privacy policies.
(c) You acknowledge that Wysk Data has not been collected for credit purposes and is not intended to be indicative of any consumer’s credit worthiness, credit standing, credit capacity, or other characteristics listed in Section 603(d) of the Fair Credit Reporting Act (“FCRA”), 15 USC Section 1681a. You shall not use any Wysk Data as a factor in establishing any consumer’s eligibility for (i) credit or insurance used primarily for personal, family or household purposes, (ii) employment purposes, or (iii) other purposes authorized under Section 604 of the FCRA, 15 USC Section 1681b or any similar statute.
(d) You will maintain reasonable security procedures and practices appropriate to the nature of the information to protect the Wysk Data from unauthorized access, destruction, use, modification or disclosure. You shall provide Wysk immediate written notice upon discovery or notification of any Security Breach and immediately and at your own expense investigate and take all steps to identify, prevent and mitigate the effects of any Security Breach. You shall promptly provide to Wysk a detailed description of the incident, the Wysk Data accessed, the identity of affected consumers, and such other information as Wysk may request concerning the Security Breach and conduct any recovery necessary to remediate the impact and bear any cost or loss Wysk may incur as a result of a Security Breach, including any cost associated with Wysk notifying any affected consumers.
(e) Upon reasonable notice to You, Wysk may withdraw or decline to provide to You any Wysk Data or Services to comply with any requirements imposed by any applicable federal, state, or local law, rule or regulation, judicial or administrative decision, or industry self-regulatory guideline or in the event your use of the Wysk Data or Services is the subject to a substantial, adverse and documented consumer reaction related to consumer privacy issues.
3.3 Wysk Business Report and Subscription Services Use and Restrictions
The following terms and conditions shall apply to your use of the Wysk Business Reports and Wysk Subscription Services:
(a) You agree that your use of any Wysk Business Report and Wysk Subscription Services: will be solely in connection with a present or prospective credit or financial transaction with the business entity inquired upon, or for other legitimate commercial purposes, for internal use only and will not be resold; will not be a factor in establishing an individual's eligibility for credit or insurance or used for personal, family or household purposes, or employment purposes; will be in compliance with all special use restrictions set forth in the Agreement or hereafter adopted by Wysk; will be maintained in confidence and disclosed only to persons whose duties reasonably relate to the business purposes for which the information was requested; and
(b) You acknowledge that the Wysk Business Reports and Wysk Subscription Services You receive from Wysk under this Agreement may include non-public information about businesses and, as such, You shall maintain the information in strict confidence and will not disclose such information other than to its employees who have a need to know, or pursuant to legal requirements.
(c) You may access a Wysk Business Report for three (3) months following the date of payment. You may access the data provided by the Wysk Subscription Services while Your subscription is active.
4. Experian Customer Agreement
The following terms and conditions apply to your use of data and services provided through Wysk by Experian Information Solutions, Inc., acting through its Business Information Solutions Group (hereinafter referred to as “Experian”).
4.1 Restrictions on Use
In consideration for Customer's right to receive and use certain data and services (collectively, the "Experian Services") from Wysk and Experian, Customer understands and certifies to Experian and Wysk that the Experian Services:
(a) will be used solely in connection with a present or prospective credit or financial transaction with the business entity inquired upon or for other legitimate commercial purposes;
(b) will not be used as a factor in establishing an individual's eligibility for (i) credit or insurance to be used primarily for personal, family or household purposes, or (ii) employment;
(c) will be used in compliance with all applicable laws, regulations and ordinances, and all special use restrictions set forth in the Agreement or adopted by Experian and/or Wysk hereafter; and
(d) will be maintained in confidence and disclosed only to persons whose duties reasonably relate to the business purposes for which the information was requested.
4.2 Additional Restrictions for BOP and Intelliscore Plus or any other Experian Experian Services containing consumer credit information
If the Experian Services include either Experian Business Owner Profile Report ("BOP") or Experian Intelliscore Plus Report or any other Experian services containing consumer credit information, Customer further certifies to Experian and Wysk that it will use the consumer credit information in the BOP and Intelliscore Plus reports or other account monitoring reports solely in connection with a commercial (i.e., not for personal, family or household purposes) credit transaction involving the individual on whom such information is sought, and only if such individual:
(a) is the proprietor of an unincorporated business;
(b) is a general partner in a partnership;
(c) is a guarantor of the business' obligation and has provided a copy of a written guaranty; or
(d) has given written instruction for the provision of such information;
(e) will be used solely as an account monitoring tool when Experian Portfolio Monitoring Services are being provided;
(f) will be used in compliance with all applicable laws, regulations and ordinances, and all special use restrictions set forth in any agreement with Customer, Wysk and Experian or adopted by Experian or Wysk hereafter; and
(g) will be maintained in confidence and disclosed only to persons whose duties reasonably relate to the business purposes for which the information was requested.
Every inquiry made on an individual will appear on such individual's Experian Consumer Information Solutions Group consumer credit report, listed as a BOP, SBI or account monitoring inquiry when using these reports, and will include the customer's business name and address.
4.3 Warranty Disclaimer and Limitation of Liability
CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT THE DATA AND EXPERIAN SERVICES:
(a) ARE PROVIDED ON AN AS IS AND AS AVAILABLE BASIS AND ARE NOT GUARANTEED AND THAT NEITHER WYSK, EXPERIAN NOR THEIR SOURCES WILL BE LIABLE TO THE CUSTOMER FOR ANY LOSS OR DAMAGE BASED ON THE CONTENT OF THE DATA OR EXPERIAN SERVICES OR ANY ERRORS OR OMISSIONS THEREFROM;
(b) ARE SUBJECT TO THE FOLLOWING EXCLUSION OF WARRANTY. WYSK, EXPERIAN AND THEIR SOURCES DO NOT GUARANTEE OR WARRANT THE ACCURACY, COMPLETENESS, CURRENTNESS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE EXPERIAN SERVICES, DATA OR THE MEDIA ON WHICH THE DATA IS PROVIDED AND SHALL NOT BE LIABLE TO CUSTOMER FOR ANY LOSS OR INJURY ARISING OUT OF OR CAUSED IN WHOLE OR IN PART BY WYSK'S, EXPERIAN'S OR THEIR SOURCES' ACTS OR OMISSIONS, WHETHER NEGLIGENT OR OTHERWISE, IN PROCURING, COMPILING, COLLECTING, INTERPRETING, REPORTING, COMMUNICATING OR DELIVERING THE DATA OR EXPERIAN SERVICES. IN NO EVENT SHALL WYSK, EXPERIAN OR THEIR SOURCES BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES TO BUSINESS REPUTATION, LOST BUSINESS OR LOST PROFITS), WHETHER FORESEEABLE OR NOT, AND HOWEVER CAUSED, EVEN IF WYSK, EXPERIAN OR THEIR SOURCES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS PARAGRAPH STATES WYSK'S, EXPERIAN'S AND THEIR SOURCES' ENTIRE LIABILITY AND THE SOLE REMEDY OF CUSTOMER IN CONNECTION WITH THE PROVISION OF THE DATA AND EXPERIAN SERVICES.
(c) IF, NOTWITHSTANDING THE PRIOR PARAGRAPH, LIABILITY CAN BE IMPOSED ON WYSK, EXPERIAN OR THEIR SOURCES, THEN CUSTOMER AGREES THAT THE AGGREGATE LIABILITY FOR ANY OR ALL LOSSES OR INJURIES TO CUSTOMER CONNECTION WITH ANYTHING TO BE DONE OR FURNISHED UNDER THE AGREEMENT, REGARDLESS OF THE CAUSE OR THE LOSS OR INJURY (INCLUDING NEGLIGENCE) AND REGARDLESS OF THE NATURE OF THE LEGAL OR EQUITABLE RIGHT CLAIMED TO HAVE BEEN VIOLATED, SHALL NEVER EXCEED THE AMOUNT PAID TO WYSK FOR THE AFFECTED EXPERIAN SERVICES AND CUSTOMER COVENANTS AND PROMISES THAT IT WILL NOT SUE WYSK, EXPERIAN OR THEIR SOURCES FOR AN AMOUNT GREATER THAN SUCH SUM AND THAT IT WILL NOT SEEK PUNITIVE DAMAGES IN ANY SUIT AGAINST WYSK, EXPERIAN OR THEIR SOURCES.
5.1 General Warranty
Wysk warrants to You that: (i) Wysk shall use commercially reasonable efforts to provide the Services in a timely manner and in accordance with applicable Services descriptions set forth in your Order; and (ii) the Wysk Data will be as complete, accurate, and current as such data can be in view of Wysk’s customary method of compilation or acquisition of such data and the nature and accuracy of Wysk’s sources for such data.
5.2 Warranty Disclaimer
Because the Services may involve conveying information provided to Wysk by other sources, Wysk cannot and will not, for the fee charged for the Services, be an insurer or guarantor of the accuracy or reliability of the Services or the data contained in its various databases. THE WARRANTIES SET FORTH IN SECTION 4.1 ARE THE ONLY WARRANTIES WYSK HAS GIVEN YOU WITH RESPECT TO THE SERVICES OR THE WYSK DATA. WYSK MAKES NO REPRESENTATION OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, ANY WYSK DATA, OR ANY OTHER MATERIALS (TANGIBLE OR INTANGIBLE) SUPPLIED BY WYSK HEREUNDER, AND WYSK HEREBY EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES WITH RESPECT THERETO, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES AS TO THE ACCURACY, COMPLETENESS OR CURRENTNESS OF ANY DATA OR ANY IMPLIED WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
You shall indemnify, defend and hold harmless Wysk and its officers, directors, and employees from and against any and all Claims to the extent arising as a result of any (i) breach of the terms of this Agreement; (ii) Security Breach; and (iii) violation by You of any applicable federal, state and local laws, regulations, rules, or judicial or administrative decision or order in your use of the Wysk Data or the Services.
A Party seeking indemnification for a Claim pursuant to this Agreement (“Indemnified Party”) shall provide written notice detailing the circumstances of the Claim to the Party responsible for indemnifying against the Claim (“Indemnifying Party”) promptly following the discovery of such Claim by the Indemnified Party. Failure to timely provide such notice shall not diminish the Indemnifying Party’s indemnification obligation except to the extent the Indemnifying Party’s ability to defend such Claim is materially prejudiced by such failure or delay. The Indemnified Party shall provide the Indemnifying Party with such information and cooperation as the Indemnifying Party may reasonably request.
7. Limitation of Liability
You acknowledge that Wysk maintains several databases compiled from multiple sources updated on a periodic basis, and that Wysk does not undertake a separate investigation for each inquiry or request for Services or Wysk Data made by You. You also acknowledge that the Fees are based upon Wysk’s expectation that the risk of any loss or injury that may be incurred by use of the Services and Wysk Data will be borne by You and not Wysk. If You reasonably determine that the Services or the Wysk Data do not meet Wysk’s obligations under this Agreement, You shall so notify Wysk in writing within ten days following their receipt. Your failure to so notify Wysk shall mean that You accept the Services and Wysk Data. If You so notify Wysk within ten days after receipt of the Services, then, unless Wysk reasonably disputes your claim, Wysk shall, at its option, either reperform the applicable Services or issue You a credit for the amount You paid to Wysk for the nonconforming Services or Wysk Data. THE WEBSITE, WYSK DATA AND THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND WYSK WILL NOT BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES BASED ON ANY ERRORS OR OMISSIONS WITH RESPECT THERETO. WYSK’S REPERFORMANCE OF THE SERVICES OR THE REFUND OF ANY FEES SHALL CONSTITUTE YOUR SOLE REMEDY AND WYSK’S MAXIMUM LIABILITY UNDER THIS AGREEMENT. IF NOTWITHSTANDING THE ABOVE, LIABILITY IS IMPOSED ON WYSK, THEN YOU AGREE THAT WYSK’S TOTAL LIABILITY FOR ANY OR ALL OF YOUR LOSSES OR INJURIES FROM WYSK’S ACTS OR OMISSIONS UNDER THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE LEGAL OR EQUITABLE RIGHT CLAIMED TO HAVE BEEN VIOLATED, SHALL NOT EXCEED THE FEES PAID BY YOU HEREUNDER FOR THE SERVICES THAT ARE THE SUBJECT OF THE ALLEGED BREACH. YOU COVENANT THAT YOU WILL NOT SUE WYSK FOR ANY AMOUNT GREATER THAN AS SET FORTH IN THIS SECTION 6. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL WYSK BE LIABLE TO YOU FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES TO BUSINESS REPUTATION, LOST BUSINESS, OR LOST PROFITS), WHETHER FORESEEABLE OR NOT AND HOWEVER CAUSED, EVEN IF WYSK IS ADVISED OF THE POSSIBILITY THAT SUCH DAMAGES MIGHT ARISE.
8.1 Use of Website
No part of the Website may be reproduced, modified, or distributed in any form or manner without the prior written permission of Wysk. Elements of the Website are protected by trade dress, trademark, unfair competition, and other laws and may not be copied in whole or in part. No logo, graphic, or image from this Web site may be copied or retransmitted without Wysk's express written permission. Further, You may not use any circumvention tools, meta tags or any other “hidden text” utilizing Wysk’s name, trademark, URL, or product name without Wysk’s prior written consent. your Log-In ID and Password for the Website are confidential and You agree that You will not share them with, or disclose them to, any third party. Wysk may use your Log-In ID and Password to monitor your use of the Services. You agree that You will not, and will not permit third parties to, access the Wysk Data and the Services using Internet bots or other automated or electronic inquiries or methods.
The Wysk Data and Services available on this Website may include technical inaccuracies or typographical errors. Wysk has the right to change, modify or add to the terms and conditions governing this Website or any part thereof, the information, or Services offered through this Website. Such changes, modifications, additions or deletions shall be effective immediately upon notice to You, which may be given by any means including posting on this Website or by other electronic or conventional means. You agree to review this page periodically to be aware of such changes, modifications, additions or deletions. Your continued use of the Website after such notice has been given shall be deemed to constitute your acceptance of the changes, modifications, additions or deletions. If any information You provide is untrue, inaccurate or not current, or if Wysk has reasonable grounds to suspect that such information is untrue, inaccurate or not current, Wysk, at its sole discretion, has the right to suspend or terminate your use of any Service and refuse all current or future access to the Website and use of the Services or suspend or terminate any portion thereof. Further, You agree that Wysk will not be liable to You or any third party if Wysk suspends or terminates your access to the content or products for any reason.
8.3 Email Communication
Wysk will send emails to the address You provide when You sign up for an account in order to provide certain components of the Wysk Services. Events that will trigger an email to You include:
- The creation of your user account
- The initiation of a new subscription or free trial
- Changes in the status of a subscription, such as expiration, cancellation, or reactivation
- Billing activity on your account
These emails are necessary to the proper functioning of the Wysk Services and cannot be turned off.
From time to time, Wysk will also send You information about Wysk products, services, events, or discounts that Wysk think You may be interested in. By signing up for a user account with Wysk, you agree to receive these occasional promotional emails. You can opt out of Wysk promotional emails at any time.
8.4 Governing Law
This Agreement shall be deemed to have been performed in and shall be governed by the internal laws of the State of Texas without regard to its conflicts of law principles. The Parties agree that the venue for adjudication of any dispute under this Agreement shall be in the federal or state courts in Harris County, Texas.
Wysk and the Wysk products referenced in this site are either trademarks, service marks or registered trademarks of Documented Transactions, Inc., or its affiliates. Other products and company names mentioned herein may be the trademarks of their respective owners. No use of any Wysk trademark may be made by any third party without express written consent of Wysk. Wysk shall own and retain exclusively all right, title and interest in and to any Wysk Property. You acknowledge that Wysk has expended substantial time, effort and funds to create and deliver the Services and compile its various databases and that all data in Wysk’s databases and any other intellectual property that are used or developed in connection with the Services are and will continue to be Wysk’s exclusive property. Nothing contained in this Agreement shall be deemed to convey to You or to any other party any ownership interest in intellectual property or data used or provided in connection with the Services.
This Agreement may not be assigned, transferred, shared or divided in whole or in part by You without Wysk’s prior written consent.
Wysk may waive compliance by You with any covenants or conditions contained in this Agreement, but only by written instrument signed by an authorized representative of Wysk. No such waiver, however, shall be deemed to waive any other circumstance or any other covenant or condition not expressly named in the written waiver.
8.8 Records and Audit
You shall maintain complete, detailed, and accurate records (in accordance with standard accounting practices) of your use of the Services and the Wysk Data for one (1) year after the License Term. Wysk may once per annum, upon reasonable notice to You and during regular business hours, inspect, audit, and/or copy any records that directly relate to the foregoing.
In the event any one or more of the provisions of this Agreement shall for any reason be held to be invalid, void, illegal, or unenforceable by any court, arbitrator, or governmental agency, the remaining provisions of this Agreement shall remain in full force and effect, and the invalid, void, illegal, or unenforceable provision(s) shall survive to the extent not so held. To the extent reasonably possible and practicable, the invalid, void, illegal, or unenforceable provision(s) shall be replaced by a mutually acceptable valid, legal, and enforceable provision(s) which best reflects the Parties' intentions underlying the replaced invalid, void, illegal, or unenforceable provision(s).
Agreement Sections 3, 5, 6 and 7 shall survive any termination or expiration of this Agreement or the applicable License Term, and shall continue in full force and effect.
8.11 Complete Agreement
Updated February 12, 2014
All pages copyright Wysk 2012-14. All rights reserved.