Website Terms and Conditions

 

Access to and use of this Website (“Site”) is subject to the terms and conditions agreed upon by you at time of initial order and signing of related documentation, such as the Summit Order Form and Statement of Work (“Agreements”), as well as the Website Terms and Conditions below, a legal document between you and Summit Financial Printing, LLC ("Summit") or between Summit and the entity you represent. As used herein, you and/or the entity you represent are collectively referred to as “Customer.” Please read the Website Terms and Conditions carefully before submitting an account registration form to Summit or otherwise using the services made available hereon. If you agree with the Website Terms and Conditions and agree to be bound by them, click on "I AGREE". If you do not agree with the Website Terms and Conditions, click on "I DO NOT AGREE" and you will not be permitted to access the Site. By selecting "I AGREE", you agree to be bound by the terms and conditions and represent you are authorized to use this Site on behalf of the entity you represent.

 

If you do not agree with any part of these Website Terms and Conditions, YOU MUST NOT USE THIS SITE.

 

Summit reserves the right, in its sole discretion, to amend these Terms and Conditions at any time by posting the amended terms on this Site.

 

The amended terms shall be effective from and after the date that they are posted on the Site. Your non-termination or continued use of this Site constitutes an affirmative acknowledgment by you that you have read and agreed to be bound by the most current Terms and Conditions.

 

If at any time you do not agree to be bound by the then‐current Terms and Conditions, you must discontinue your use of this Site.

 

The terms and conditions contained in the Privacy Notice attached hereto at http://www.summitfinancialprinting.com/privacynotice are incorporated by reference herein.

 

PART I

General Terms and Conditions

Acknowledgement and Appointment

Summit is in the business of converting word processing documents and spreadsheets into the Electronic Data Gathering Analysis and Retrieval format (the “EDGAR Format”) accepted by the Securities Exchange Commission (the “SEC”), and filing such converted documents and spreadsheets with the SEC for and on behalf of publicly traded companies and agents thereof in fulfillment of their reporting obligations under Federal securities laws (the “EDGAR Services”). By use of this Site, the User acknowledges its desire to engage Summit for the provision of EDGAR Services and hereby appoints Summit as an EDGAR Services agent upon the terms and conditions set forth herein.

 

Copyright Notice

You, the User, acknowledge that all content included on this Site, including the information, data, software, photographs, graphs, video, typefaces, graphics, music, sounds, images, illustrations, maps, designs, icons, written and other material and compilations (collectively, "Content") are the intellectual property and copyrighted works of Thomson Reuters and/or various third party providers ("Providers"). The reproduction or storage of information or works retrieved from this Site, in all forms, media and technologies now existing or hereafter developed, is subject to the U.S. Copyright Act of 1976, Title 17 of the United States Code.

 

Trademark Notice

EDGARizer® is a registered trademark and EDGARizerX™, EDGARforms™, EDGARizer HTML™, EDGARizer ASCII™, EDGARizer Presenter™ and Disclosure Solutions PROFILE™ are trademarks of Summit. EDGAR® and EDGARLink® are registered trademarks of the U.S. Securities and Exchange Commission. Summit is not affiliated with or approved by the U.S. Securities and Exchange Commission. All other trademarks are the properties of their respective owners.

 

 

The use on this Site of any name, trademark, trade name, service mark, logo, symbol or other proprietary designation or marking of or belonging to any third party, and the availability of specific goods or services from such third party through his Site, should not be construed as an endorsement or sponsorship of this Site by any such third party, or the participation by such third party in the offering of goods, services or information through this Site. 

 

Acceptable Use

This Site is intended for personal, noncommercial use. This Site is intended for public companies, investment management firms, legal counsel, and public accountants. Individuals may use these services for their own personal compliance needs. All other users must have the express permission of Summit.

 

You may only use this Site to make requests to purchase the products or services offered (each, a "Request") that are legitimate and shall not use this Site to make any speculative, false or fraudulent Requests or any Requests in anticipation of demand. You represent that you are of sufficient legal age and authorized to create binding legal obligations for yourself or your employer with respect to any liability you may incur as result of your use of this Site. You agree to promptly update your membership information (if applicable) in order to keep it current, complete and accurate.

 

It is a violation of law to place a Request in a false name, or to login to use this Site with credentials not authorized for your use. Please be aware that even if you do not give us your real name, your web browser transmits a unique Internet address to us that can be used by law enforcement officials to identify you.

 

Fraudulent users will be prosecuted to the fullest extent permitted by applicable law.

 

The services available on this Site are provided at the prices set forth on the pricing schedules or other documentation provided to Users.

 

Payment Terms

All amounts invoiced to you, the User, from Summit shall be due and owing to Summit according the terms and conditions agreed upon by you at time of initial order and signing of related documentation, such as the Thomson Reuters Order Form and Statement of Work (“Agreements”). Notwithstanding anything contained on this Site or in these Terms and Conditions to the contrary, in the event that you, the User, fail to remit full payment on an invoiced amount by the Due Date, Summit will charge, and you agree to pay, a late payment charge on any such amount, fee, or charge not paid from the payment Due Date until the payment is actually received by Summit at a rate equal to the lesser of (i) 18% of the overdue amount, or (ii) the maximum non‐usurious rate permitted by applicable law. All late charges are due immediately.

 

User is responsible and liable for any fees and expenses, including attorney and collection fees, that Summit may incur in its efforts to collect any outstanding balances due and owing to it from the User. User agrees that it will be billed for, and will pay, any outstanding balances if User cancels its account with Summit or if User's account is terminated by Summit for any reason. This authorization is valid from the date referenced in this agreement until 10 days following User's written cancellation notice. Account overpayment will be applied toward future filings, rather than refunded. In the event that User believes that a billing error or discrepancy has occurred with respect to its account with Summit, User must notify Summit in writing within 90 days after it receives an invoice containing such alleged error or discrepancy. If User does not notify Summit in writing of an alleged billing error or discrepancy within 90 days, the User will waive its right to dispute any charges by reason of an alleged billing error or discrepancy or otherwise.

 

Data Content Control

User acknowledges and agrees that Summit is not responsible for ensuring that the information contained in any EDGARized Documents that are filed with the SEC is true, accurate or complete. User hereby accepts full responsibility for reviewing the information contained in any EDGARized Document that is to be filed with the SEC and verifying that such information is true, accurate and complete prior to Summit's filing of such EDGARized Document with the SEC in accordance with the procedures set forth in the EDGAR Conversion and Filing Procedures described herein, as in effect on the date of such filing.

 

Warranties

Unless a Provider has agreed otherwise, all products, services, advice, merchandise and information available through this Site are provided on an "AS IS", "as available basis" without warranties of any kind, either expressed or implied, including but not limited to, warranties of title or implied warranties of merchantability or fitness for a particular purpose.

 

Without limiting the above, no warranty or guarantee is made (i) regarding the acceptance of any Request, (ii) regarding the availability of products and/or services through this site or, where applicable, at any participating retailer or retailer location, (iii) that use of this Site and all software, products or services associated with this Site will be error free, (iv) regarding the results that may be obtained from the use of this Site, (v) regarding the completeness, accuracy, reliability or quality of any information content, data, service, advice or merchandise provided or available through this Site, or (vi) regarding the performance or non‐performance of this Site including, but not limited to, any performance or non‐performance in connection with or as a consequence of the Securities and Exchange Commission's EDGAR filing system. You expressly agree that the use of this Site is at your sole risk.

 

 

 

PART II

EDGAR Conversion and Filing Procedures

In connection with EDGAR services, the user agrees to follow and be bound by the signed Statement of Work, which is incorporated by reference herein.

 

 

PART III

General Limitation of Liability

IN NO EVENT SHALL SUMMIT ORANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AFFILIATES, OR PROVIDERS (COLLECTIVELY, THE "COVERED PARTIES"), BE LIABLE TO USER OR ANY THIRD PARTY BENEFICIARY OF USER (COLLECTIVELY, THE "USER PARTIES") FOR (i) ANY INDIRECT, SPECIAL, INCIDENTAL AND/OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST SAVING, OR INTERRUPTION OF BUSINESS, SUFFERED BY ANY USER PARTIES FOR ANY REASON; (ii) ANY DAMAGES SUFFERED BY ANY USER PARTIES AS A DIRECT OR INDIRECT RESULT OF OR RELATED TO ANY FAILURE OF THIS SITE OR THE SERVICES AVAILBLE HEREBY, INCLUDING BUT NOT LIMITED, TO THE LOSS OF DATA, OR DELAY OF THE COVERED PARTIES IN THE SUBMISSION OF AN EDGAR FILING DOCUMENT TO THE SEC OR THE FAILURE OF A COVERED PARTY TO LIVE UP TO ITS OBLIGATIONS HEREUNDER; AND/OR (iii) ANY CLAIM AGAINST USER BY ANY THIRD PARTY FOR DAMAGES OF ANY KIND, ANY OR ALL OF WHICH MAY ARISE FROM THIS SITE OR THE SERVICES PROVIDED TO USER BY A COVERED PARTY, EVEN IF SUCH COVERED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS.

 

USER ACKNOWLEDGES THAT THE FOREGOING LIMITATION OF LIABILITY MEETS THE ESSENTIAL PURPOSE OF THESE TERMS AND CONDITIONS AND WAS A MATERIAL FACTOR IN THE ESTABLISHMENT OF THE PRICES SET FORTH ON THE PRICE SCHEDULE. USER EXPRESSLY AGREES THAT IF SUMMIT IS FOUND LIABLE TO A USER PARTY NOTWITHSTANDING THE FOREGOING LIMITATION OF WARRANTY, SUMMIT'S MAXIMUM AGGREGATE LIABILITY TO USER HEREUNDER, WHETHER ARISING FROM BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT, OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE FEES OR CHARGES ASSESSED BY AND PAID TO SUMMIT PUBLISHING CORPORATION BY USER IN CONNECTION WITH THE REQUEST PURSUANT TO WHICH THE LIABILITY AROSE.

 

Some states, to the extent their law might be deemed to apply notwithstanding the selection of Minnesota law as described below, do not allow the limitation of liability, so the foregoing limitations might not apply to you.

 

Third Parties

If you use this Site to submit Requests for or on behalf of a third party ("Third Party"), you are responsible for any error in the accuracy of information provided in connection with such use. In addition, you must inform the Third Party of all Terms and Conditions applicable to all products or services acquired through this Site including all rules and restrictions applicable thereto.

 

Each User using this Site for or on behalf of a Third Party agrees to indemnify and hold each Covered Party harmless from and against any and all liabilities, losses, damages, suits and claims (including the costs of defense), relating to the Third Parties or the User's failure to fulfill any of its obligations as described above. User is directly responsible for any Request submitted including related fees, charges and performance obligations.

 

Links to other Websites and Services

To the extent this Site contains links to outside services and resources, any concerns regarding such services or resources should be directed to the particular outside service or resource provider. None of the Covered Parties guarantees or warrants the accuracy or completeness of the information or content included on the web sites of such outside services and resources.

 

Termination of Usage

User access to all or any part of this Site may be terminated or suspended at any time, without notice and for any reason.

 

Miscellaneous

The captions in these Website Terms and Conditions are only for convenience, and do not, in any way, limit or otherwise define the terms and provisions of these Website Terms and Conditions or of the Agreements.

 

None of the Covered Parties is responsible for any errors or delays in responding to a Request caused by an incorrect email address provided by you or other technical problems beyond such Covered Party's control.

 

These Website Terms and Conditions, the Agreements and any other written documents, policies or notices referenced herein or Content displayed on this Site related to User's obligations or the EDGAR Services, represent the entire agreement between you and each Covered Party regarding your use of this Site and supersede any prior statements or representations. If any provision of these Website Terms and Conditions is found to be unenforceable or invalid pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid enforceable provision that is similar in intent to the original provision and the remainder of these Website Terms and Conditions shall otherwise remain in full force and effect and enforceable.

 

In the event of any conflict between these Website Terms and Conditions and the Agreements, the Agreements shall prevail.

 

These Terms and Conditions are governed by the laws of the State of New York. By accessing this Site, you agree that the state and federal courts sitting in the State of New York will have exclusive jurisdiction over any claim arising out of this agreement and each party consents to the exclusive jurisdiction of such courts. Any rights not explicitly expressed in the body of this document are reserved.