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SUBSCRIBER AGREEMENT TERMS & CONDITIONS
Last Updated June 1st, 2006

These Terms and Conditions are an equal part of the Subscriber Agreement between Dow Jones and Subscriber. This document, along with the attached Order Form, is the final and entire agreement ("Agreement") between the parties on the subject matter herein and supersedes all previous verbal and written negotiations or understandings on the subject matter hereof. Dow Jones will not be bound by any condition, printed or otherwise, appearing on any order blank, insertion order, contract or other document, or expressed orally.

  1. Term. The term of this Agreement will become effective on the date both parties execute this Agreement and will continue for the period specified in the Order Form. This Agreement will renew thereafter automatically on the same terms and conditions for additional successive annual periods unless either party gives the other written notice of its intention not to renew at least thirty (30) days before the end of the then applicable term.
  2. Termination.
    1. If either party breaches any provision contained in this Agreement, and such breach is not cured within thirty (30) days after receiving written notice of such breach from the other party ("Notice of Breach"), the party giving such notice may then deliver a second written notice to the breaching party terminating this Agreement, in which event this Agreement, and the licenses granted hereunder, will terminate on the date specified in such second notice. Notwithstanding anything to the contrary contained in this Agreement, if Subscriber receives any notice of late payment under this Agreement in any form, written or electronic, from any representative of Dow Jones (e.g., Dow Jones' Credit Department), such notice will be deemed to be a Notice of Breach hereunder. In addition, Dow Jones will have the right to terminate this Agreement if Subscriber does not pay Dow Jones all amounts due under this Agreement within 14 days after such notice.
    2. If this Agreement is terminated for any reason other than material breach by Dow Jones before the end of its then current term, then Subscriber will pay to Dow Jones liquidated damages in amount equal to the average monthly payment owed during the then-current term through the date of termination times the number of months remaining in such term ("Liquidated Damages") within thirty (30) days after such termination. The parties agree that the Liquidated Damages under this Section are not intended to be and will not be punitive in effect and that they will compensate Dow Jones for its losses (which may be difficult to ascertain) resulting from early termination of this Agreement.
  3. Payment. Unless agreed otherwise in writing by Dow Jones, Subscriber agrees to pay the amounts due within 30 days after the date of the invoice from Dow Jones. In addition, and not by way of limitation, Dow Jones may suspend access to the service at any time if an invoice becomes overdue. Dow Jones reserves the right to revise at any time, with 30 days’ advance notice to Subscriber, any rates, terms or conditions included as part of this Agreement. If Subscriber objects to the change in rates, terms or conditions, Subscriber may terminate this Agreement within the 30-day period, and receive a pro rata refund of any amounts paid in advance.
  4. Limitations on Use. Subscriber’s use of the Newsletters shall be subject to the following limitations:
    1. Only one individual may access the Newsletters at the same time on the same email account, unless agreed otherwise by Dow Jones.
    2. The content available through the Newsletters is the property of Dow Jones or its licensors and is protected by copyright and other intellectual property laws. Subscriber acknowledges that it does not acquire any ownership rights by receiving or downloading copyrighted material. Subscriber may display or print the content available through the Newsletters for personal, non-commercial use only. Subscriber agrees not to reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate the content received through the Newsletters to anyone, including but not limited to others in the same company or organization, without the express prior written consent of Dow Jones, with the following exception: Subscriber may, on an occasional and irregular basis, disseminate an insubstantial portion of content from the Newsletters, for a noncommercial purpose, without charge, and transmitted in non-electronic form, to a limited number of individuals, provided Subscriber includes all copyright and other proprietary rights notices with such portion of the content in the same form in which the notices appear in the Newsletters, original source attribution, and the phrase "Used with permission from Dow Jones & Company, Inc.
    3. Subscriber agrees not to post any content from the Newsletters to newsgroups, mail lists or electronic bulletin boards, without the prior written consent of Dow Jones. To request consent for this or other matters, please contact Dow Jones.
    4. Subscriber agrees not to use the Newsletters for any unlawful purpose. Dow Jones reserves the right to terminate or restrict Subscriber’s access to the Newsletters if, in Dow Jones' opinion, Subscriber’s use of the Newsletters may violates any laws, or infringes upon another person's rights, or otherwise violates the terms of this Agreement. In the event that Subscriber’s account is terminated, no refund of Subscription Fees will be granted.
  5. DISCLAIMERS OF WARRANTIES AND LIMITATIONS ON LIABILITY.

    SUBSCRIBER AGREES THAT ITS ACCESS TO AND USE OF THE NEWSLETTERS AND THE CONTENT AVAILABLE THROUGH THE NEWSLETTERS IS ON AN "AS-IS", "AS AVAILABLE" BASIS AND DOW JONES SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS, ENDORSEMENTS, GUARANTEES, OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Dow Jones does not give tax or investment advice or advocate the purchase or sale of any security or investment. Subscriber should always seek the assistance of a professional for tax and investment advice.

    DOW JONES AND ITS SUBSIDIARIES, AFFILIATES, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AND LICENSORS ("THE DOW JONES PARTIES") WILL NOT BE LIABLE (JOINTLY OR SEVERALLY) TO SUBSCRIBER OR ANY OTHER PERSON AS A RESULT OF SUBSCRIBER’S ACCESS TO OR USE OF THE NEWSLETTERS FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS AND LOST REVENUES (COLLECTIVELY, THE "EXCLUDED DAMAGES"), WHETHER OR NOT CHARACTERIZED IN NEGLIGENCE, TORT, CONTRACT, OR OTHER THEORY OF LIABILITY, EVEN IF ANY OF THE DOW JONES PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN ANY OF THE EXCLUDED DAMAGES, AND IRRESPECTIVE OF ANY FAILURE OF AN ESSENTIAL PURPOSE OF A LIMITED REMEDY. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION TO BE UNENFORCEABLE, THEN THE DOW JONES PARTIES’ LIABILITY WILL BE LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW.

  6. Indemnification. Subscriber agrees to defend, indemnify and hold harmless Dow Jones, its affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys' fees, arising out of the use by Subscriber of the Newsletters.
  7. No Assignment. Subscriber shall not assign, delegate or subcontract this Agreement or any rights or licenses granted hereunder to any other party without the prior written consent of Dow Jones.
  8. General. In the event that any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable because it is invalid or in conflict with any law of any relevant jurisdiction, the validity of the remaining provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular provisions held to be unenforceable and the unenforceable provisions shall be replaced by mutually acceptable provisions which, being valid, legal and enforceable, come closest to the intention of the parties underlying the invalid or unenforceable provision. This Agreement shall be interpreted and enforced in accordance with the laws the state of New York applicable to contracts made and to be performed entirely therein, without regard to the conflict of laws provisions thereof and each party agrees to be subject to the jurisdiction of the courts in the State of New York if a suit is commenced in connection with this Agreement. This clause shall survive any termination of this Agreement. Any notice or communication required or permitted under this Agreement shall be in writing and shall be deemed received (i) on the date personally delivered, (ii) the next day after sending if sent by telecopier, Federal Express or any other next-day carrier service, or (iii) the third day after mailing via first-class mail, return receipt requested, to a party at the address specified on the signature page or such other address as designated from time to time.