B. Modification: The Consus Group reserves the right to change or modify all or part of this agreement at any time, effective immediately upon publication on this site.
A. Copyright: The Content is the property of The Consus Group or its licensors, and is protected by copyright and other intellectual property laws. Any print-outs using or referencing Content will contain the following copyright notice: “Copyright © 2010 The Consus Group LLC” along with The Consus Group’s logo that appears above.
B. Restrictions: You agree not to reproduce, retransmit, photocopy, distribute, disseminate, sell, publish, broadcast, or circulate Content to anyone without the express prior written consent of The Consus Group. You may use Content within your company, but copying and distributing Content to third parties from the Service is forbidden. You are prohibited from using or permitting the use of the Content:
1. To prepare an original database or a comparison to other databases that are sold, rented, published, or furnished in any manner to a third party;
2. For the purpose of compiling, enhancing, verifying, supplementing, adding to, or deleting from any mailing list, business directory, or other compilation of information that is sold, rented, published or furnished in any manner to a third party; or
3. In connection with any individual credit, employment, or insurance applications.
C. Monitoring: The Consus Group reserves the right to monitor your use of the Content to ensure compliance with this Agreement. If The Consus Group, in its discretion, determines you are not in compliance with this Agreement, The Consus Group reserves the right to take such action as it deems necessary, including, but not limited to:
1. Assessing additional charges for users in excess of the number authorized;
2. Suspension of the account; or
3. Termination of the account.
Such monitoring may include determining whether or not the Content is accessed under the account from multiple IP addresses, as well as noting excessive use or users. Systematic access or excessive extraction of content from the Service, including, without limitation, the use of “bots” or “spiders”, is prohibited. The Consus Group does not disclose any information regarding its proprietary monitoring methods or policies.
A. Limited License: Subscribers are granted a non-exclusive, non-concurrent, non-transferable, limited license to access the Subscriber Content. The Subscriber Content is available only for the designated user identified in an order and may not be shared with other non-designated persons or entities. The user is responsible for the confidentiality and use of the user’s name and personal password. The user’s responsibility extends to all activity and use under the user name and password.
B. Reasonable Usage: Subscribers are limited to reasonable usage. This reasonable usage restriction is intended to protect The Consus Group’s intellectual property, not to restrict legitimate use of our website.
C. Special Reports: Subscribers do not receive access to The Consus Group’s special reports (e.g., Private Equity Fees).
D. Cancellations: Subscriptions must be canceled no later than 10 business days preceding the subscription’s renewal date. The Consus Group does not offer refunds for inadvertent subscription renewals. Users who do not wish to utilize automatic subscription renewals should select a site pass rather than a renewing subscription. Users may cancel subscriptions without refund through The Consus Group’s website. Access to Subscriber Content may be restricted at any time following an indication of intent to cancel (through email, completion of online form, or otherwise).
E. Agreement: By clicking the “Subscribe” button and purchasing a subscription, customers indicate they have:
IV. SITE PASSES
A. Limited License: Site pass users are granted a non-exclusive, non-concurrent, non-transferable, limited license to access the Subscriber Content. The Subscriber Content is available only for the designated user identified in your order and may not be shared with other non-designated persons or entities. The user is responsible for the confidentiality and use of the user’s name and personal password. The user’s responsibility extends to all activity and use under the user name and password.
B. Reasonable Usage: Site pass users are limited to reasonable usage. This reasonable usage restriction is intended to protect The Consus Group’s intellectual property, not to restrict legitimate use of our website.
C. Special Reports: Site pass users do not receive access to The Consus Group’s special reports (e.g., Private Equity Fees).
D. Agreement: By clicking the “Buy Now” button and purchasing a site pass, customers indicate they have:
V. PASSWORDS AND SECURITY
You will at all times maintain the confidentiality of your user names and passwords. Corporations, partnerships or other legal entities are responsible for all activity and all charges by their employees. If there is a breach of security through your account, you must immediately change your password and Notify Us. You will be liable for any unauthorized use of our services until you notify us of the security breach.
VI. ACCURATE AND COMPLETE INFORMATION
You will provide to The Consus Group only true, accurate, current and complete information, and will update that information to keep it true, accurate, current and complete. The Consus Group, its agents, suppliers, and subcontractors have the right to recover from you any costs or losses incurred as a direct or indirect result of the inaccurate or incomplete information.
A. Previews: The Consus Group provides previews of certain documents. The previews may reflect any part of a given document and will accurately reflect the text of the portion of the document reproduced. Formatting in a preview may be different from the full document. The Consus Group may redact the names of parties, dates or other similar information from a preview. The lengths of previews vary by document.
B. Redactions: Many of the documents offered by The Consus Group are publicly disclosed documents. Some of these documents have been redacted by the disclosing company. Portions of such documents, typically financial and other sensitive information, have been removed. The Consus Group does not offer refunds for purchases of redacted or otherwise incomplete documents.
VIII. FEES AND PURCHASES
A. Currency: The Consus Group will charge you fees in accordance with our subscription policies or as otherwise indicated for your purchase. Unless otherwise stated, all fees are in U.S. Dollars. If your subscription is scheduled for renewal but your credit card has expired, for your convenience, we will try to process your renewal with a future expiration date.
B. Refunds: The Consus Group offers licenses to digital goods for which there cannot be a meaningful return. Accordingly, The Consus Group does not issue refunds after emailing content or site access information (e.g., password information for a subscription).
C. Late Charges: The Consus Group assesses an additional 1.5% (or the highest amount allowed by law) per month late charge for amounts past due. That amount is due immediately. You will be responsible for any fees—including attorneys’ fees and collection fees—that TCG may incur in the collection process.
D. Special Offers: The Consus Group may offer special purchasing terms, for example, without limitation, coupons, document suites, subscriptions, or site passes (collectively “Special Offers”). To be eligible for a Special Offer, a purchase must be effected through the applicable purchase mechanism. For example, a document suite must be purchased through the purchasing link specifically applicable to that document suite. If documents are purchased without using the applicable link for the Special Offer, the purchase will not be eligible for the terms of the Special Offer. The Consus Group does not refund the incremental difference between the price of a Special Offer and the normal price.
E. Substitutions: The Consus Group does not allow substitutions. All purchases are final. You should carefully examine previews, where available, before making any purchases.
F. Document Suites: The Consus Group may make Special Offers allowing the purchase of multiple documents for a fixed price (a “Suite”).
1. If you purchase a Suite, you must select all documents for the Suite at one time in accordance with the instructions issued by The Consus Group.
2. A Suite purchase will be deemed fulfilled and complete the first time a document is specified, even if the purchased Suite would have allowed the selection of additional documents or if redundant documents are specified.
3. You should not purchase a Suite unless you have previously identified the documents you wish to purchase. The Consus Group does not issue refunds to customers unable to locate appropriate documents.
4. The customer’s document choices are final. After the Suite is fulfilled, no substitutions are permitted.
IX. DISCLAIMER; LIABILITY LIMIT
A. Content of The Consus Group is gathered from sources believed to be reliable, but in any case The Consus Group does not warrant or guarantee the timeliness, sequence, accuracy or completeness of the information presented by this service. There are no warranties, express or implied, as to the results to be obtained from use of such information. All Content is provided “as is” without warranties of any kind. Content may change without notice. Content does not constitute investment or legal advice. Neither The Consus Group nor its suppliers will be liable for:
1. Any loss of business, profits or goodwill, loss of use or data, interruption of business or for any indirect, special, incidental or consequential damages of any character, (however arising, including negligence) arising out of or in connection with this Agreement even if The Consus Group or its supplier is aware of the possibility of such damages;
2. Any damages that result in any way from your use or inability to use The Consus Group services, or that result from errors or code (including viruses, Trojan horses or other similar code), defects, omissions, delays in operation or transmission, or any other failure of performance of The Consus Group.
3. OUR LIABILITY, AND THE LIABILITY OF OUR SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO US IN THE 6 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (B) $100.
B. Some states do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages. In such states, The Consus Group’s liability will be limited to the greatest extent permitted by law.
C. Information on this site or provided by The Consus Group pursuant to its services or otherwise does not constitute legal advice. The use of this website or purchase of The Consus Group’s services does not create an attorney-client relationship of any sort. Communication in this manner may not be considered as privileged or confidential. Individuals requiring legal assistance should engage a qualified attorney, licensed to practice law in the particular state or jurisdiction where the legal issues have arisen.
You agree to defend, indemnify, and hold harmless, The Consus Group, its affiliates, and their respective directors, officers, employees, and agents from and against all claims and expenses, including attorney’s fees, arising from your use of this website. The Consus Group reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with The Consus Group’s defense of such claim.
XI. LINKS TO THIRD PARTY SITES
The Consus Group is not responsible for the information contained on any sites linked to this site. These links are provided solely as an information service.
XII. TERMINATION OF SERVICE
The Consus Group reserves the right, in its sole discretion, to restrict, suspend or terminate your access to this website at any time for any reason without prior notice or liability. The Consus Group may change, suspend, or discontinue any Content without prior notice or liability. The Consus Group reserves the right to refuse service to anyone.
A. Third Party Services: The Consus Group services rely in part on the proper functioning and interaction of third party websites, services and software with The Consus Group website and software. Failure of, or changes to, or misconduct by such third parties or their websites, services or software may affect our provision of services. The Consus Group is not liable for any third party actions or omissions.
B. Notices: Except as explicitly stated otherwise, any notices will be given by email to Contact Us (in the case of The Consus Group) or to the email address you provide to The Consus Group during the registration process (in your case), or such other address as the party will specify. Notice will be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to The Consus Group during the registration process. In such case, notice will be deemed given 3 days after the date of mailing.
C. Governing Law: California law will govern this Agreement, except for the body of law relating to conflicts of law. Venue for any legal action will be the state courts of Los Angeles County, California, or the federal courts of the Central District of California. The prevailing party in any litigation in connection with this Agreement will be entitled to recover from the other party its costs and reasonable attorneys’ fees and other expenses, including any expenses from collections activity.
D. Waivers: A party’s failure to enforce any provision of this Agreement will not be a waiver of the provision or the right to enforce it at a later time.
E. Entire Agreement: This Agreement sets forth the entire understanding and agreement between us. For example, without limitation, any comments or terms you attempt to add as part of a purchase or other order confirmation, or any terms outside of those stated by The Consus Group will not be binding on The Consus Group. You agree that you are not entering into this Agreement in reliance on any statements or representations other than those set forth herein.
F. Severability: If any provision of this Agreement is held void or unenforceable, that determination will not affect:
1. The provision’s application in other circumstances;
2. Other provisions in this Agreement; or
3. This Agreement’s validity or enforceability as a whole.
G. Assignment: This Agreement and your user names and passwords are not assignable, transferable or sublicensable by you without The Consus Group’s prior written consent, and any such conveyance will be null and void.
H. Attorneys’ Fees: If a legal action is brought regarding this Agreement, the prevailing party is entitled to recover—in addition to all other appropriate relief—its reasonable attorneys’ fees and expenses as determined by the court. The prevailing party is the party entitled to recover its costs of suit, whether or not the action proceeds to final judgment.
I. Headings: The use of headings is for convenience and will not affect the interpretation of this Agreement.