Upon acceptance of the terms of the BONDVIEW™ Service Subscription Agreement below and by clicking on the ‘Subscribe Now’ button, you will be directed to set up an account with us and arrange credit card payment for your monthly subscription. When completed and approved by us:
BONDVIEW™ SERVICE SUBSCRIPTION AGREEMENT PLEASE READ THIS BONDVIEW™ SUBSCRIPTION AGREEMENT CAREFULLY. BY ENTERING INTO AN AGREEMENT FOR A PAID BONDVIEW™ SUBSCRIPTION (YOUR "SUBSCRIPTION AGREEMENT"), YOU AGREE, WITHOUT LIMITATION OR QUALIFICATION, TO BE BOUND BY THE TERMS, CONDITIONS AND DISCLAIMERS SET OUT IN THIS SUBSCRIPTION AGREEMENT, AS AMENDED FROM TIME TO TIME AND SUCH OTHER ADDITIONAL OR ALTERNATIVE TERMS AND CONDITIONS, RULES AND POLICIES WHICH ARE DISPLAYED OR TO WHICH YOU MAY BE DIRECTED IN CONNECTION WITH USE OF THE BONDVIEW™ SERVICE (“THE SERVICE” OR “THE SUBSCRIPTION”). ACCEPTANCE: The Service is made available by Perimeter Markets Inc. ("Perimeter"), conditional on your acceptance of the terms, conditions and disclaimers set out in this Subscription Agreement. By entering into this Subscription Agreement, or by using the Service, you (“the Subscriber”) confirm to Perimeter that you (a) are of the age of majority or older in the jurisdiction in which you reside; and (b) agree to be bound by the terms of this Subscription Agreement. If you do not agree to abide by the terms of this Subscription Agreement, do not use the Service and immediately terminate your subscription pursuant to this Subscription Agreement. SCOPE OF LICENSE: The Service entitles Subscribers to access the Service to: a) view all wholesale bid and offer prices and yields active in the CBID™ marketplace; b) make searches of the CBID™ order inventory based on product type, issuer, CUSIP, yield, term to maturity and credit rating; c) view detailed security information on issues active in the CBID™ marketplace; and d) perform price and yield calculations on hypothetical buy and sell transactions. The Content (including any facts, views, opinions, recommendations, description of, or references to, products or securities) made available by Perimeter through the Service is: (a) for informational purposes only; (b) not to be used or construed as an offer to sell, a solicitation of an offer to buy, or an endorsement, recommendation, or sponsorship of any entity or security by Perimeter; and (c) not necessarily reflective of the views or policy of Perimeter. You acknowledge and agree that any request for information by you is unsolicited and will neither constitute nor be construed as investment advice by Perimeter. You should apply your own judgment in making any use of any Content, including, without limitation, the use of any information contained therein as the basis for any conclusions. You bear responsibility for your own investment research and decisions. PRIOR TO MAKING ANY INVESTMENT DECISION, IT IS STRONGLY RECOMMENDED THAT YOU SEEK OUTSIDE ADVICE FROM A QUALIFIED INVESTMENT ADVISOR. PERIMETER DOES NOT PROVIDE OR GUARANTEE ANY FINANCIAL, LEGAL, TAX, OR ACCOUNTING ADVICE OR ADVICE REGARDING THE SUITABILITY, PROFITABILITY, OR POTENTIAL VALUE OF ANY PARTICULAR INVESTMENT, SECURITY, OR INFORMATIONAL SOURCE. The Subscriber is strictly prohibited from utilizing the Service and the content provided through it for commercial purposes, including, but not limited to the sale of goods or services, fee-for-service use of the database, or reproduction or distribution of the content in any form. We reserve the right to investigate and take appropriate legal action against anyone who violates this provision, including without limitation, barring such violators from use of the Service. Furthermore, under no circumstances may the Subscriber (a) remove, obscure, or modify any copyright or other notices included in the materials; or (b) use materials in a manner that would infringe the copyright therein. The Subscriber may not make the Service available to anyone other than another Subscriber, whether by telephone link, by permitting access through his or her computer or by using his or her User ID and Password; or by other similar or dissimilar means or arrangements. The Subscriber shall use reasonable efforts to protect the Service from any use that is not permitted under this Agreement, and shall notify Perimeter of any such use of which it learns or is notified. The Subscriber is solely responsible for all security, and all use (including unauthorized use) of the Service provided to its Account, and will undertake reasonable and appropriate methods to enforce the terms of access. The Subscriber is prohibited from using any robot, spider, other automatic device, or manual process to monitor or copy the content provided through the Service or for any other unauthorized purpose without our prior express written permission. You agree that you will not use any device, software or routine to interfere or attempt to interfere with the proper working of the Service. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure. You agree that you will not access, reload or "refresh" pages contained on the Service, or make any other request to transactional servers, more than once during any three second interval. The Subscriber is responsible for establishing and maintaining hardware and Internet access to provide access to the Service. The Subscriber understands that Internet browser software is required to access the Service. SUBSCRIPTION: Once the initial seven-day trial expires, Subscriptions to the BONDVIEW™ Service are billed on a monthly basis automatically unless terminated by Perimeter or you in accordance with the terms set out below. All subscription payments are processed directly by PayPal CA Limited (“PayPal”), a third-party payment service provider, and by Stepping Stone Media LLC, DBA, Modular Merchant (“Modular Merchant”), a third-party shopping cart service provider. You acknowledge that some information may be provided to third parties. ACCOUNT, PASSWORD AND ACCESS CREDENTIALS: During the subscription process, you will be asked to provide information including an email address and password that will be used to establish your BONDVIEW™ account with us. You represent and warrant that the information provided is complete, true and accurate. Upon completion of the subscription process, you will be supplied with a User ID and password (collectively “Access Credentials”). You are responsible for maintaining the confidentiality of your Account information, Password and Access Credentials. You will be responsible for all uses, including transactions effected through your Account, whether or not authorized by you. You agree to immediately notify Perimeter of any unauthorized use of your Account, Password or Access Credentials. Perimeter and/or its affiliates, successors and licensors will not be responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with, your failure to comply with this Section. PAYMENT TERMS: The current monthly subscription fees (the "Charges") applicable to the BONDVIEW™ Service, together with all applicable taxes will be billed automatically by PayPal to the credit card you designated during the subscription process or subsequently designated to Perimeter (the "Account Credit Card"). You warrant that you are the cardholder of the Account Credit Card and the relevant information required for processing charges is valid at all times. You must notify Perimeter of any change of address or other relevant information in a timely fashion by email to bondviewservice@pfin.ca. If the Account Credit Card expires, you must notify Perimeter of the new expiration date before the previous expiration date has passed. Perimeter reserves the right to levy an administration fee for any credit card transaction that fails. If you want to designate a different credit card or if there is a change to the existing Account Credit Card, please advise us by email to bondviewservice@pfin.ca or update your BONDVIEW™ account directly. Except as provided in this Subscription Agreement, the Charges will be processed and the Account Credit Card will be charged on the first day of your Subscription, and on the first day of each subsequent payment period, unless you terminate your subscription in accordance with this Subscription Agreement before the relevant period begins. The Charge for the applicable payment period will be equal to the Charge for the previous period, unless Perimeter has otherwise notified you in accordance with this Subscription Agreement of any increase in such Charge, at which point the revised Charge will apply, unless you choose to terminate your Subscription Agreement. You agree to pay all Charges incurred in connection with your Subscription through your Account, including any applicable taxes, at the rates in effect when the Charges were incurred. All Charges are non-refundable. Please note that Charges do not include any other applicable fees or charges incurred to access the Service through an Internet, wireless or other third party service provider. TERM: The term of this Subscription Agreement shall be indefinite, provided that it may be terminated by either Perimeter or you at any time and for any reason upon your prior request as expressly provided in this Subscription Agreement below, in each case without prejudice to obligations arising prior to termination and subject to any provisions that survive termination. PERIMETER TERMINATION: Perimeter reserves the right to suspend or terminate your Account and your access to the Service at any time for convenience, or for any other reasons, including without limitation, if: (a) the Account Credit Card is invalid for any reason; (b) you provide Perimeter false or misleading information; (c) Perimeter does not receive payment; or (d) Perimeter has determined, in its sole discretion, that the use of the Subscription was in breach of the terms of this Subscription Agreement or you are using the Subscription for unlawful or improper use. Any such termination by Perimeter will be in addition to and without prejudice to such rights and remedies as may be available to Perimeter, including injunction and other equitable remedies. The disclaimer, limitations on liability, and indemnity provisions will survive termination or expiry of your Account and your Subscription Agreement. SUBSCRIBER TERMINATION: You may terminate your Subscription at any time by emailing your request to bondviewservice@pfin.ca or directly through your account with us. Unless received during the initial seven-day free trial period, all terminations will be effective at the end of the monthly period in which such termination was effected. Perimeter will not, under any circumstances, provide any refund in connection with the termination of a Subscription after the initial seven-day free trial period. PRIVACY POLICY: For information on how user information is collected, used and disclosed by Perimeter in connection with your use of the Service, please consult our Privacy Policy, available on our website at: www.pfin.ca. The Subscriber hereby provides Perimeter permission to store their personal information and to disclose that information to its affiliates, agents and service providers necessary for the Service. DISCLAIMERS: The material, software, information, data and other content available through the Service (collectively the "Content") is provided by multiple data suppliers without verification by Perimeter. You acknowledge the inherent hazards of electronic distribution, and you are aware that there may be delays, omissions or inaccuracies in the Content including, without limitation, the communication of any Content to you by way of short message service ("SMS"), e-mail or otherwise. Accordingly, YOU AGREE THAT, EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, THE SERVICE AND CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND THAT YOUR USE OF, AND RELIANCE ON, THE SITE, SERVICES AND CONTENT WILL BE AT YOUR SOLE RISK. Without limiting the generality of the foregoing: YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PERIMETER, ITS AGENTS, REPRESENTATIVES AND LICENSORS AND EACH OF THEIR RESPECTIVE AFFILIATES AND SUCCESSORS DO NOT MAKE ANY, AND HEREBY DISCLAIM ALL, REPRESENTATIONS, WARRANTIES, TERMS, CONDITIONS AND ENDORSEMENTS (COLLECTIVELY THE "WARRANTIES") OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AS TO ANY MATTER HEREUNDER, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, ACCURACY, SUITABILITY, RELIABILITY, FREEDOM FROM INFECTIONS OR VIRUSES OR COMPLETENESS AS WELL AS ANY WARRANTIES ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. FURTHER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PERIMETER DOES NOT WARRANT THAT THE BONDVIEW SERVICE WILL CONTINUE TO OPERATE OR OTHERWISE OPERATE WITHOUT INTERRUPTION OR OTHERWISE IN A TIMELY, SECURE OR ERROR-FREE MANNER OR THAT SAME WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. PERIMETER SHALL NOT BE RESPONSIBLE TO YOU TO PROVIDE ANY TECHNICAL SUPPORT, ANY MAINTENANCE, OR ANY CORRECTIONS OR UPDATES TO THE SERVICE PREVIOUSLY PROVIDED. You acknowledge that one or more of Perimeter and its related entities may invest or otherwise hold interests in entities which may be referenced in the Service. The information provided through the Service is not intended to constitute a description of securities bought, sold, or held on behalf of Perimeter or any of its affiliates and successors nor an indication by any such entities of any intention to buy, sell, or hold any security. LIMITATION OF LIABILITY: YOU EXPRESSLY UNDERSTAND AND AGREE THAT IN NO EVENT WILL PERIMETER (INCLUDING EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS) BE RESPONSIBLE OR LIABLE TO YOU OR ANYONE ELSE (JOINTLY OR SEVERALLY) FOR ANY CLAIM, LOSS OR DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES OR ANY DAMAGES FOR LOSS OF INFORMATION OR DATA, PROFITS, SAVINGS, REVENUE, GOODWILL OR OTHER INTANGIBLE LOSSES ARISING FROM, OR IN ANY WAY CONNECTED WITH THE SERVICE (INCLUDING THE PERFORMANCE, USE OF, OR ACCESS TO, OR THE INABILITY TO USE OR ACCESS SAME), REGARDLESS OF WHETHER PERIMETER HAD BEEN ADVISED OF OR COULD HAVE FORESEEN THE POSSIBILITY OF SUCH CLAIM, DAMAGE OR LOSS. THE LIMITATIONS OF LIABILITY AND DISCLAIMERS HEREIN WILL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, BREACH OF WARRANTY, CIVIL LIABILITY, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE. NOTWITHSTANDING THE FOREGOING, IN NO EVENT WILL PERIMETER’S AGGREGATE LIABILITY TO YOU EXCEED THE AMOUNT PAID TO PERIMETER BY YOU FOR THE USE OF THE BONDVIEW™ SERVICE IN THE THREE (3) MONTHS IMMEDIATELY PRECEEDING THE EVENT GIVING RISE TO SUCH CLAIM. THE SERVICE IS PROVIDED THROUGH NETWORKS AND FACILITIES, INCLUDING THE PUBLIC TELEPHONE NETWORK, THAT ARE NOT UNDER THE CONTROL OF PERIMETER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, UNDER NO CIRCUMSTANCES WILL PERIMETER BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE OF THE SERVICE RESULTING DIRECTLY OR INDIRECTLY FROM ACTS OF NATURE, FORCES, OR CAUSES BEYOND ITS REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, INTERNET FAILURES, COMPUTER EQUIPMENT FAILURES, TELECOMMUNICATION EQUIPMENT FAILURES, OTHER EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, STRIKES, LABOUR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOUR OR MATERIALS, FIRES, FLOODS, STORMS, EXPLOSIONS, ACTS OF GOD, WAR, GOVERNMENTAL ACTIONS AND ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS. You acknowledge and agree that the Service may be temporarily unavailable from time to time due to required maintenance or as a result of other disruptions as described above. While Perimeter makes every reasonable effort to minimize such downtime, Perimeter cannot guarantee the 100% availability of the Service. Accordingly, if you are dissatisfied with the Service for any reason, your sole and exclusive remedy is to discontinue use of the Service and terminate your Subscription in accordance with this Subscription Agreement. You expressly acknowledge that Perimeter has set the Charges for the Service, entered into your Subscription Agreement, and has and will make the Service available to you in reliance upon the limitations and exclusions of liability and the disclaimers set forth herein, and that the same form an essential basis of the bargain between you and Perimeter. You expressly agree that the limitations and exclusions of liability and the disclaimers set forth herein will survive, and continue to apply in the case of a fundamental breach or breaches, the failure of essential purpose of contract, the failure of any exclusive remedy or termination of your Subscription Agreement. PROPRIETARY RIGHTS: Copyright. The Content available through the Service including the manner in which it is presented, and the Services are Copyright 2009 Perimeter Markets Inc. and/or its agents and licensors. All rights reserved. Such Content is protected by Canadian and worldwide copyright laws and treaty provisions. Perimeter and/or its licensors grants you a limited non-exclusive, non-transferable license to use, display on your computer or other electronic device used to access the Service, and print the Content for your own personal and non-commercial use only, provided that you do not modify the Content and that you maintain all copyright and other proprietary notices. Except as provided herein, you agree not to reproduce, make derivative works of, retransmit, distribute, sell, publish, communicate, broadcast or otherwise make available any of the Content obtained through the Service, including without limitation, by caching, framing or similar means, without the prior written consent of the respective copyright owner of such Content. TRADEMARKS: BONDVIEW™, CBID™ and all associated designs and logos are trademarks of Perimeter Markets Inc. All other product, brand and company names and logos used or mentioned on the Service may be the trademarks or registered trademarks of their respective owners. Any use of any trademarks appearing on the Service without the express written consent of the owner of the trademark is strictly prohibited. Use of any trademarks in the Content does not imply any endorsement by any third party of the Service or Perimeter. SOFTWARE: Any software, including calculator software and software related to other tools, as well as any files or images generated by such software, including without limitation code and data accompanying such software (collectively, the "Software"), used or accessible through the Service is the property of Perimeter or its affiliates, successors or licensors. Perimeter and/or its affiliates, successors or licensors grant(s) you a limited non-exclusive, non-transferable license to use the Software on your computer or other electronic device used to access the Service solely for your own personal and non-commercial use only and solely for purposes of using the Service in accordance with the terms of this Subscription Agreement. RESERVATION OF RIGHTS: Except as expressly provided herein, nothing herein or on the Service will be construed as conferring any license or rights with respect to any of Perimeter's or any third party's intellectual property rights (including under any patent, trademark, copyright or trade secret), whether by estoppel, implication, waiver, or otherwise in any portion of the Service. Without limiting the generality of the foregoing, you acknowledge and agree that certain content available through and used to operate the Service is protected by copyright, trademark, patent, or other proprietary rights of Perimeter, its affiliates, successors and licensors. You agree not to adapt, translate, modify, decompile, disassemble, or reverse engineer any Software, applications or programs available through or used in connection with the Service. Further, you agree not to modify, alter, or deface any of the trademarks, service marks, or other intellectual property made available through the Service. All licenses granted hereunder will automatically terminate upon the termination of your subscription to the Service. LINKS AND THIRD PARTY CONTENT: Certain links on the Service may take you to other websites. Perimeter provides these links only as a convenience and not as an endorsement by Perimeter. These linked sites are not necessarily under the control of Perimeter. If you use these sites, you do so at your own risk, and you will leave the Service. If you decide to visit any linked site, you do so at your own risk and it is your responsibility to take all protective measures to guard against viruses and other destructive elements. Perimeter is not responsible for the content of any such linked page or any other page not under its control. Perimeter and/or its affiliates, successors and licensors make no representation or warranty regarding, and do not endorse, any linked websites or the information, products or services appearing thereon. Further, the Service may contain materials, data or information provided, posted or offered by third parties, including content provided by other users of the Service ("Third Party Content"). You agree that Perimeter and/or its affiliates, successors and licensors will have no liability whatsoever for any such Third Party Content. COMPUTER VIRUSES: While Perimeter and/or its affiliates, successors and licensors make every reasonable effort to ensure that the Service does not contain computer viruses and other destructive elements, you acknowledge and agree that, prior to your use of the Service, it is solely your responsibility to (a) take all protective measures to guard against viruses and other destructive elements (including the use of industry standard and updated virus scanning tools); and (b) ensure that you have a complete, current and secure back-up of the applicable items of information and software on your computer or other electronic device used to access the Service. INDEMNITY: You agree to defend, indemnify and hold harmless each of Perimeter, its affiliates, successors, licensors, co-branders and other partners, and each of their respective officers, directors, employees and agents, including all third parties mentioned on the Service, from and against any and all claims, actions or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from: (a) your breach of any of the terms of this Subscription Agreement; (b) your access to, or use of the Service; (c) your use or reliance on, or publication, communication or distribution of anything on or from the Service; or (d) your violation of any law or regulation. AMENDMENTS: Perimeter may at any time and from time to time amend or modify your Subscription Agreement, including any Charges, features or other aspects, upon notice to you. Notification may be provided using one or more of the following methods: (i) e-mail to one or more of your e-mail accounts provided to Perimeter; or (ii) posting on www.pfin.ca. The proposed amendments or modifications will be effective on the date specified in the notice. If you do not agree to any such amendments or modifications of your Subscription Agreement, and/or any Charges, fees, features or other aspects of the Service, your sole remedy is to immediately stop using the Service and to terminate your Subscription Agreement in accordance with the terms of this Subscription Agreement. You can review the most current version of this Subscription Agreement at www.canadianfixedincome.ca/bondview or by requesting a copy from BONDVIEW™ Subscriber Services, 2 Queen Street East, 19th Floor, Toronto, ON, Canada M5C 3G7 or by email to bondviewservice@pfin.ca. PROHIBITED USES: You agree that you are responsible for all use of your Account. You agree to comply with all applicable laws with respect to your use of the Service. Perimeter may investigate any violations of law and may cooperate with law enforcement authorities in prosecuting users in this regard. Use of the Service on multiple devices (e.g. your home and work computer) simultaneously with a single subscription is strictly prohibited. Use of the Service for any commercial purposes whatsoever, including professional purposes, is strictly prohibited. LAW AND JURISDICTION: The Site is controlled, operated and administered by Perimeter from its offices within Canada. Perimeter makes no representation or warranty that the Service is appropriate or available for use at any locations outside Canada. If you access the Service from outside Canada, you are responsible for compliance with all applicable laws. You may not export any of the Content accessible through the Service in violation of applicable export laws and regulations. The terms of this Subscription Agreement will be interpreted, construed and governed by the laws in force in the Province of Ontario, Canada, without reference to its conflict of laws principles. Subject to Arbitration and Actions below, each party hereby agrees to submit to the jurisdiction of the courts of Ontario and to waive any objections based upon venue. ARBITRATION AND ACTIONS: Except where prohibited by applicable law, any controversy, claim or dispute arising out of or relating to your Subscription Agreement, your use of the Service or the relationship which results from your Subscription Agreement, including without limitation, the performance, breach, enforcement, existence or validity of the matters provided for in this Subscription Agreement which cannot be amicably resolved, even if only one of the parties declares that there is a difference (collectively, a "Claim"), will be referred to and finally settled (to the exclusion of the courts) by private and confidential binding arbitration before a single arbitrator held in Toronto, Ontario in English and governed by Ontario law pursuant to the Arbitration Act, 1991 (Ontario), as amended, replaced or re-enacted from time to time. The arbitrator will be a person who is legally trained and who has experience in the information technology field in Canada and is independent of either party. Any such Claim will be arbitrated on an individual basis, and will not be consolidated in any arbitration with any claim, controversy or dispute of any other party. Except where prohibited by applicable law, you agree to waive any right you may have to commence or participate in any class action against us related to any Claim and, where applicable, you also agree to opt out of any class proceedings against Perimeter. Notwithstanding the foregoing, we reserve the right to pursue the protection of intellectual property rights and confidential information through injunctive or other equitable relief through the courts. SUBMISSION OF IDEAS OR SUGGESTIONS: Perimeter is always improving its BONDVIEW™ Service and developing new features. If you have ideas or suggestions regarding improvements or additions, we would like to hear them - but any submission will be subject to this Subscription Agreement. UNDER NO CIRCUMSTANCES WILL ANY DISCLOSURE OF ANY IDEA OR SUGGESTION OR RELATED MATERIAL TO PERIMETER AND/OR ITS AFFILIATES, SUCCESSORS OR LICENSORS BE SUBJECT TO ANY OBLIGATION OF CONFIDENTIALITY OR EXPECTATION OF COMPENSATION. BY SUBMITTING THE IDEA OR SUGGESTION OR ANY RELATED MATERIAL TO PERIMETER AND/OR ITS AFFILIATES, SUCCESSORS OR LICENSORS, YOU ARE WAIVING ANY AND ALL RIGHTS THAT YOU MAY HAVE IN THE IDEA OR SUGGESTION OR ANY RELATED MATERIAL AND ARE REPRESENTING AND WARRANTING TO PERIMETER AND/OR ITS AFFILIATES, SUCCESSORS OR LICENSORS THAT THE IDEA OR SUGGESTION OR ANY RELATED MATERIAL ARE WHOLLY ORIGINAL WITH YOU, THAT NO ONE ELSE HAS ANY RIGHTS IN THE IDEA OR SUGGESTION OR ANY RELATED MATERIAL AND THAT PERIMETER AND/OR ITS AFFILIATES, SUCCESSORS OR LICENSORS IS FREE TO IMPLEMENT THE IDEA OR SUGGESTION AND TO USE THE RELATED MATERIAL IF IT SO DESIRES, AS PROVIDED OR AS MODIFIED BY PERIMETER AND/OR ITS AFFILIATES, SUCCESSORS OR LICENSORS, WITHOUT OBTAINING PERMISSION OR LICENSE FROM ANY THIRD PARTY. GENERAL: Your Subscription Agreement is personal to you, and you may not assign your rights or obligations to anyone. Your Subscription Agreement constitutes the entire agreement between Perimeter and you pertaining to your use of the Service and supercedes any prior agreements between you and Perimeter with respect to the subject matter hereof. Perimeter’s failure to insist upon or enforce strict performance of any right or provision of this Subscription Agreement will not constitute or be construed as a waiver of any right or provision. If any of the provisions (or parts thereof) contained in your Subscription Agreement are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such determination will not affect the remaining provisions (or parts thereof) contained herein. Except where prohibited by applicable law, any cause of action you may have with respect to your use of the Service or which is the subject of your Subscription Agreement must be commenced within one (1) year after the claim or cause of action arises. No changes to this Subscription Agreement will be made except as expressly contemplated herein. The parties have required that this Subscription Agreement and all documents relating thereto be drawn up in English. I agree to the SUBSCRIPTION AGREEMENT. |
