SUBJECT TO ALTERATION AND UPDATE
SUBJECT TO OVERRIDE BY WRITTEN AGREEMENT
DATE OF THIS VERSION: JANUARY 10th, 2012
LICENSE AGREEMENT AND GENERAL TERMS AND CONDITIONS OF USE APPLICABLE TO THE WEB SITE UNDER DEVELOPMENT AT PRAGER.COM (the "Site")
The Site is owned and maintained by Prager & Co., LLC (the "Manager"). Access, to individually secure partitions within the Site ("Client Areas"), is granted on a case-by-case discretionary basis to designated clients of the Manager (individually, each a "Customer"). Customers are required to be current clients of the Manager on an ongoing basis.
1. Information Sources.
In addition to the Client Areas, there are general areas of the Site containing comparative information obtained from sources believed (but not guaranteed) to be reliable. This information and reports based thereon are provided as a courtesy to Customers for informational purposes only but come without any warranty and are subject to the further disclaimers below.
2. Client Areas.
The Client Areas provide i) secure storage for "Data" provided by Customers ii) "Software" for the analysis of Data and presentation of reports concerning Data.
3. Ownership of the Data.
Ownership of the Data resides with the Customer who is solely responsible for uploading it to the Site, checking its accuracy, and updating as required. On termination of Site use the Manager will erase the Customer's Data unless a data dump is arranged. Each Customer is also responsible for administering the use of any individual user accounts established within its Client Area and maintaining the confidentiality of passwords established by it.
4. Ownership of the Software.
Ownership of the Software resides with the Manager who hereby grants each Customer a limited license to use the Software solely for the term of such Customer's agreed access to the Site and solely for the purpose of manipulating and analyzing the Data. Customers specifically may not sell or distribute the Software and may not reverse engineer, decompile or disassemble the Software.
The Manager is entitled to establish with one or more Customers time-based development fees for "Enhancements" to the Software, both of general applicability and tailored to a Customer's specific requirements. Ownership of Enhancements and any related intellectual property rights will reside with the Manager unless otherwise agreed.
6. Program and terms are provisional.
The Site and the Software are in a developmental stage and the Manager with 90 days notice may discontinue one or more Client Areas and may discontinue general areas without notice. The Manager accepts no continuing obligations of maintenance or repair with respect to the Software or the Site; and reserves the right at some future point to require, with prior notice, the payment of such fees for ongoing use of the Site as it considers commercially reasonable.
The Manager will treat the Data as confidential and each Customer will treat the Software as confidential.
8. Disclaimers; Limitation of Liability.
THE MANAGER agrees to use its best efforts to cooperate with the Customer in a joint effort to secure commercial and analytical advantage for the Customer from the use of the Site and the Software but PROVIDES ACCESS TO THE SITE AND THE SOFTWARE SOLELY ON AN "AS IS" BASIS AND MAKES NO WARRANTY OR GUARANTEE EXPRESS OR IMPLIED with respect to same, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE. Specifically, but without limitation the Manager does not warrant that: (i) the functions contained on the Site will be uninterrupted or error-free; or (ii) that defects will be corrected or (iii) that the Site or its related servers are free of viruses or other harmful components. The Manager's liability for any defect in the Software or the Site shall not under any circumstances exceed the amount of development fees charged to the party making the claim and IN NO EVENT MAY INCLUDE ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS OR LOST SAVINGS EVEN IF THE MANAGER WAS COGNIZANT OF THE POSSIBILITY OF SUCH DAMAGES OR CONSEQUENCES.
9. Report Legends.
Reports produced from the Site which indicate possible courses of action will be legended by the Customer as follows: THIS REPORT WAS PREPARED USING SOFTWARE UNDER DEVELOPMENT AND ONLY PROVIDED FOR PRELIMINARY ANALYSIS. THE RESULTS SHOULD BE CROSS CHECKED BEFORE ANY DECISIONS ARE REACHED.
10. Back ups; Archives.
The Site is currently being backed up every business day. This service is provided as a voluntary matter by the Manager who reserves the right to reduce the schedule and who accepts no responsibility whatsoever for the consequences of any system failure impacting the Site and/or the failure of the back up system to accomplish its intended purpose. There is currently no program for taking and making a permanent record of scheduled archival snapshots.