This Subscriber Agreement ("Agreement") is entered into between
Arizona Capitol Reports LLC, an Arizona limited liability company ("ACR")
and your firm, association, agency or other user identified by your login code
and password (the "Subscriber"). Subscriber represents that he or she
is at least 18 years of age, has the authority to enter into this Agreement and
agrees, on behalf of Subscriber, Subscriber's firm, association, agency or
other user, to accept and be bound by the following terms and conditions:
1. ACR is in the business of developing and distributing materials related
to Arizona state government (the "Content"). ACR maintains a website
at www.azcapitolreports.com, (the
"Website") which Website includes the Content. On the terms and
subject to the conditions set forth in this Agreement, Subscriber desires to
access and use the Website and the Content.
2. ACR hereby grants to Subscriber, upon ACR's receipt of the subscription
fee as shown on a separate invoice which is mailed to Subscriber, for the
period shown on the same mailed invoice, a limited non-transferable license to
gain access to the ACR Website and use, copy, modify, display and distribute
the Content for Subscriber's personal or internal business use ONLY AT THE SUBSCRIBER
LOCATION SHOWN ON THE SAME MAILED INVOICE. Subscriber
understands and agrees that ACR owns and retains all right, title and interest
in the Content and the Website.
3. Any use of the Content by Subscriber not expressly authorized by this
agreement is strictly prohibited, including reposting or republishing the
Content in any form without separate written permission of ACR. This
prohibition includes any sublicensing or reselling of the Content; using or
allowing third parties to use the Content to compile, enhance, supplement,
modify or delete the Content, or offering the Content through any third party
or on any website.
4. Subscriber agrees to control third party access to the Content, to
prevent unauthorized use of the Content, and to provide appropriate copyright
or other legal notices on or in connection with the Content as requested by ACR.
5. Any prohibited use of the Content will result in termination of this
Agreement. ACR, in its sole discretion, will maintain and update the Content
and the Website. ACR reserves the right to suspend or terminate Subscriber's
access to the Content without notice in the event Subscriber breaches its
obligations under sections 2, 3 or 4 of this Agreement.
6. Subscriber agrees to defend, indemnify and hold ACR harmless for, from
and against any and all claims, actions, demands, threats or other liability
(including attorneys' fees, expert witnesses' fees and costs) to third parties
which result from the use of the Content or Website through Subscriber.
7. ACR will not be liable to Subscriber or any third party for any claim,
threat, demand, action or damages, including attorneys' fees and expert
witness' fees and costs, related to or in connection with the Content or
Website. The Content is licensed "AS IS". ACR makes every effort to
insure accuracy and timeliness but does not guarantee or represent that the
Content is error-free, that the Content will meet Subscriber's requirements or
that the Website will be available without interruption.
8. Miscellaneous. This Agreement will be governed in accordance with
the laws of the State of Arizona. All disputes under this Agreement will be
brought in the State or Federal courts located in Maricopa County, Arizona, and
the parties hereby consent to personal jurisdiction and venue in those courts.
This Agreement will be binding upon and shall inure to the benefit of the
parties, their heirs, successors and assigns. Neither party may assign this
Agreement to any third party without the prior written approval of the other
party, which shall not be unreasonably withheld. This Agreement does not create
a joint venture or partnership between the parties and neither party is
authorized to bind the other to any contract or other obligation. No waiver by
either party of any default shall be deemed a waiver of prior or subsequent
default of the same or other provisions of this Agreement. This Agreement
constitutes the entire understanding of the parties and revokes and supersedes
all prior agreements between the parties and is intended as a final expression
of their Agreement. This Agreement can only be modified or amended by a written
agreement signed by both parties.