In these Terms:
a. ”Sanctions Inc.,” “we,” “our”, “us”, and “Company”) mean and refer to Sanctions Inc., a Delaware Corporation. Sanctions Inc. is located at 30 Wall Street, 8th Floor, New York, NY 10005.
b. “User,” “you”, and “your” mean and refer to a user of the Services, including but not limited to Visitors, Basic Users, Premium Users, and Corporate Users.
c. “Visitor” means any individual who accesses or uses the Services without registering or subscribing through the Website (or otherwise being assigned valid login credentials). Visitors have limited access to the Services, but by accessing the Website, agree that their use of the Services and any Materials is governed by these Terms.
d. “Basic User” means any individual who uses the Services and has properly registered as a User via the registration page on our Website or has otherwise been assigned valid login credentials. Basic Users are granted limited access to certain Services not available to Visitors, including the ability to purchase certain individually priced content or Materials that are unavailable to Visitors. Basic Users agree that their use of the Services and any Materials is governed by these Terms.
e. “Premium User” means a User accessing the Services through a valid Premium Subscription.
f. “Corporate User” means a User accessing the Services through a valid Corporate Subscription. (Corporate Users and Premium Users may, at times, be collectively referred to as simply “Premium Users.” )
g. “Attorney User” means any licensed attorney who is a User of the Services.
h. “Premium Subscriber” means any individual who has an active Premium Subscription Agreement with us and uses the Services. Premium Subscribers are granted exclusive access to certain Services not available to Visitors or Basic Users. Premium Subscribers agree that their use of the Services and any Materials is governed by the terms of the Premium Subscription Agreement, as well as by these Terms.
i. “Corporate Subscriber” means any entity who has an active Premium Subscription Agreement with us and uses the Services. Corporate Subscribers are granted access to Services available to Premium Subscribers. Corporate Subscribers agree that their use of the Services and any Materials is governed by the terms of the Premium Subscription Agreement, as well as by these Terms.
j. “Subscriber” means any individual or entity with an active Premium Subscription Agreement.
k. “Valid Email” means an active corporate email address provided by a User and/or Subscriber (or otherwise assigned) as part of the registration process and/or in connection with a Premium Subscription Agreement. Personal email addresses and email addresses from online service providers like Gmail, Yahoo, Hotmail, and others will not be considered Valid Email addresses and will be denied access. By entering an email address, the User and/or Subscriber warrants that such email address is valid, and that it belongs to the User/Subscriber (or in the case of a Corporate Subscriber, is associated with an employee or officer of such Corporate Subscriber). Users/Subscribers must promptly notify us of any changes to the Valid Email submitted.
l. “Website” means the Website at www.sanctions.org including (where appropriate in context) all content therein.
m. “Materials” means content available on the Website or otherwise accessible through the Services, including without limitation all white papers, analyses, data compilations and other written materials or compilations made available to Users (or some smaller subset of Users, such as Premium Subscribers), in accordance with these Terms.
n. “Unpaid Content” means those Materials which are available to all Users, including Visitors, and for which access is not restricted by Sanctions Inc. (For the avoidance of doubt, all Materials for which access requires login credentials of any kind are excluded from the definition of Unpaid Content).
o. “Services” means services provided by Sanctions, Inc., including without limitation, our Website, web applications, or other digital products that link to or reference these Terms, including (where appropriate in context) all Materials therein. The Services may include certain interactive tools permitting a User to gather, compile, collate, or otherwise sort data. In certain contexts, the Services may enable Users to interact directly with the Company or other Users. Certain portions of the Services are only made available to a subset of Users, such as Premium Subscribers.
p. “Subscription Term” means the subscription period for any Premium or Corporate subscription. Subscriptions Terms are month-to-month for Subscribers who pay by credit card and six-month terms payable in advance for invoice-based Subscribers paying by automatic bank transfer. Subscription Terms are automatically renewed unless the Subscriber notifies Company of Subscriber’s request to cancel the subscription by emailing [email protected] five or more working days’ before expiration of the then-current Subscription Term.
r. “Postings” means User postings on or through interactive areas of the Services such as User forums and bulletin boards.
1.1 Users are granted a nonexclusive, nontransferable, limited license to access the Services and Materials that are made available to the particular class of User. Unless otherwise authorized, a User is only permitted to use the Services and Materials for its own internal research purposes.
1.2 A User may copy portions of the Materials into the User’s own internal analyses, presentations, documents, or similar forms of work or research material if, and only if, the sole use of such work or research material is for User’s internal purposes (e.g., a Corporate User may use such materials in internal employee training sessions), and not for any external audience or purpose.
1.3 Under no circumstances may a User publish or distribute any Materials, or otherwise use any Website content, to or for the benefit of any third parties, except as specifically set forth in Paragraph 1.4.
1.4 Subject to any contrary direction by Sanctions Inc., Users may display a de minimis amount of Unpaid Content on an incidental, infrequent basis for non-commercial purposes, including the display of Unpaid Content on blogs, social media platforms, and other strictly non-commercial websites, but only provided that (a) such published Unpaid Content is directly linked to our Website using the provided HTML code in an unaltered, unmodified, and functional state, and (b) you will immediately comply with any request by us to remove any display of such Unpaid Content (such request may be made by us at any time for any reason or no reason, in our full discretion) and (c) you cite www.sanctions.org as the source of the content. Without limiting the foregoing, User agrees not to display such Unpaid Content, or any link to the Website, on any website containing content which is illegal, infringes any rights (such as intellectual property rights) of any third party, or contains any pornographic or adult content.
1.5 You may not use the Services or Materials for any illegal purpose or in any manner inconsistent with these Terms or any applicable laws. Your use of the Services and Materials must comply with all applicable laws, rules, or regulations, and you may not use the information included in the Services or Materials for any purpose prohibited by applicable law, including but not limited to the U.S. Fair Credit Reporting Act, applicable data privacy laws, or any other applicable law, statute, or regulation.
1.6 You may not use the Services or Materials for any inappropriate, defamatory, infringing, obscene, or unlawful purpose, or in any way that violates any applicable intellectual property, proprietary, privacy, or publicity rights. You may not use the Services or Materials in any way that causes, or may cause, damage to the Website or impairment of the availability of the Services.
1.7 You may not use the Services or Materials in any fashion that infringes our goodwill, our intellectual property rights, and/or our proprietary interests or those of any third party.
1.8 Users who do not have a Premium Subscription or Corporate Subscription are prohibited from accessing or using those Materials or portions of the Services available only to Premium Subscribers. You acknowledge and agree that if you access or use such Materials or portions of the Services in violation of this provision, you shall be obligated to pay us the full subscription fee amount then in effect for a Premium Subscriber for the period of unauthorized access or use. This provision is in addition to all other legal remedies available to us.
1.9 If we provide you with a User ID and password to enable you to access restricted portions of the Services or Materials, you must ensure that such User ID and password are kept confidential. User IDs and passwords are not to be shared with any third party. You understand and agree that you will be held responsible for any access or use of the Services or Materials using your User ID and password. We reserve the right to disable your User ID and password at any time, in our sole discretion, without notice or explanation. (User acknowledges and agrees that it shall not have any claim against Company in such case, except for those Users who hold an active Premium Subscription; in the case of a paid Premium Subscriber, the exclusive remedy for such disabled access is limited to those remedies set forth in your Premium Subscription Agreement). The Company’s right to disable your User ID and Password is in addition to all other legal remedies available to us.
1.10 Users may access, search, and otherwise use the Services only via manually conducted, discrete, individual, search and retrieval activities. Use of the Services via mechanical, robotic, scripted, or any other automated means is strictly prohibited.
1.11 Users are prohibited from removing data from the Services and inserting that information into any other models or data products, whether privately or publicly.
1.12 Sanctions Inc. reserves the right to suspend, block, or limit access to the Services or Materials by any User, on a temporary or permanent basis, at any time, in our sole discretion, without notice or explanation, including but not limited to in the case of any suspected violation of any of these Terms. (User acknowledges and agrees that it shall not have any claim against Company in such case, except for those Users who hold an active Premium Subscription; in the case of a paid Premium Subscriber, the exclusive remedy for such suspension is limited to those remedies set forth in your Premium Subscription Agreement.) The Company’s right to suspend, block, or limit access is in addition to all other legal remedies available to us.
2.1 All right, title, and interest (including all copyrights, trademarks and other intellectual property rights) in all or any portion of the Services or Materials (including without limitation any logos, trademarks, or other stylistic materials) in any medium belongs to us or (where applicable) any of our third party suppliers of Materials. All such rights are reserved.
2.2 No User shall acquire any title or proprietary interest in the Services or Materials, or any copies thereof, nor shall any User acquire any rights in such Services or Materials beyond those limited rights granted by these Terms or expressly granted in the terms of any Premium Subscription Agreement between us and a Premium Subscriber.
2.3 You are prohibited from removing, altering, editing or obscuring the copyright notice or other notices contained in the Services or Materials, including in connection with any authorized use.
2.4 If you post or submit any content to or through the Services, by doing so, you understand and agree that you grant to us a worldwide, irrevocable, royalty-free license to use, adapt, publish and distribute such User content in any existing or future media. You further warrant and represent that your content and any license you grant to us will not infringe any third party’s legal rights and will not give rise to any legal action by you or any third party against us.
3.1 Neither Sanctions Inc. (including but not limited to any parent, subsidiary, affiliate, officer, director, employee, subcontractor, agent, successor, or assign of Sanctions Inc.), nor any third party supplier of Materials (including but not limited to any parent, subsidiary, affiliate, officer, director, employee, subcontractor, agent, successor, or assign of such party) shall be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from (a) any errors in or omissions from the Services or Materials, (b) the unavailability or interruption of the Services or Materials, (c) any damage or loss incurred in connection with the use of the Services or Materials by any User , (d) the loss or corruption of any data or equipment in connection with the Services, (e) the content, accuracy, or completeness of any Materials or other Website content, or (f) any content retrieved from the Internet even if retrieved or linked to from within the Website or Services.
3.2 The information provided through the Services is made available for general informational purposes and is solely intended as informal guidance for the User; it is not a determination of legal rights or responsibilities under the law under any circumstances. The application and impact of laws can vary widely depending upon the specific facts involved. Given the changing nature of laws, rules, and regulations, and the inherent hazards of electronic communication, there may be delays, omissions, or inaccuracies in information contained in the Services or Materials. Accordingly, by using the Services, you agree and acknowledge that the Services do not constitute legal or other professional advice. The Services should not be used as a substitute for consultation with an attorney or other competent professional adviser. While we make considerable efforts to ensure that the information provided through the Services is obtained from reliable sources, the Company does not endorse and is not responsible for the accuracy or reliability of any opinion, advice, or statement made on or through the Services (including those contained in the discussion forum, linked websites, articles, or other materials). Sanctions Inc. is not engaged in the practice of law and nothing contained in, transmitted through, or received from the Services shall create an attorney-client relationship with Sanctions Inc. or any of its affiliates or employees. Your use of Materials provided through the Services or any content linked to or from the Services is at your own risk.
3.3 DISCLAIMER. THE SERVICES (INCLUDING ANY INTERACTIVE COMPONENTS THEREOF), CONTENT, MATERIALS, OR POSTINGS ARE PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE DISCLAIM ALL RESPONSIBILITY FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM, ARISING OUT OF, OR ANY WAY RELATED TO (A) ANY ERRORS IN OR OMISSIONS FROM THE SERVICES (INCLUDING ANY INTERACTIVE COMPONENTS THEREOF), CONTENT, MATERIALS, OR POSTINGS, INCLUDING, BUT NOT LIMITED TO, TECHNICAL, LEGAL, OR INFORMATIONAL INACCURACIES AND TYPOGRAPHICAL ERRORS, (B) THIRD PARTY COMMUNICATIONS, (C) ANY THIRD PARTY WEBSITES OR CONTENT THEREIN DIRECTLY OR INDIRECTLY ACCESSED THROUGH THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY ERRORS IN OR OMISSIONS THEREFROM, (D) THE UNAVAILABILITY OF THE SERVICES (INCLUDING ANY INTERACTIVE COMPONENTS THEREOF), CONTENT, MATERIALS, OR POSTINGS, OR ANY PORTION THEREOF,(E) YOUR USE OF THE SERVICES (INCLUDING ANY INTERACTIVE COMPONENTS THEREOF), CONTENT, MATERIALS, OR POSTINGS, OR (F) YOUR USE OF ANY EQUIPMENT OR SOFTWARE IN CONNECTION WITH THE SERVICES (INCLUDING ANY INTERACTIVE COMPONENTS THEREOF), CONTENT, MATERIALS, OR POSTINGS. WE ALSO ASSUME NO RESPONSIBILITY FOR AND SHALL NOT BE LIABLE FOR ANY DAMAGES OR VIRUSES THAT MAY INFECT YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ARISING FROM OR RELATED TO ACCESS TO OR USE OF THE SERVICES OR THE DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO OR AUDIO FROM OR THROUGH THE SERVICES.
3.4. LIMITATION OF LIABILITY. WE SHALL NOT BE LIABLE FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM YOUR USE OF THE SERVICES (INCLUDING ANY INTERACTIVE COMPONENTS THEREOF), CONTENT, MATERIALS, OR POSTINGS, OR ANY PORTION THEREOF, ANY FACTS OR OPINIONS APPEARING ON OR THROUGH THE SERVICES, OR ANY THIRD PARTY COMMUNICATIONS. COMPANY SHALL NOT BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH, THE USE OF OR INABILITY TO USE THE SERVICES (INCLUDING ANY INTERACTIVE COMPONENTS THEREOF), CONTENT, MATERIALS, POSTINGS, OR ANY THIRD PARTY COMMUNICATIONS. TO THE EXTENT THE FOREGOING LIMITATION OF LIABILITY IS PROHIBITED OR FAILS OF ITS ESSENTIAL PURPOSE, PROVIDER’S SOLE OBLIGATION TO YOU FOR DAMAGES SHALL NOT EXCEED THE AMOUNT OF FEES COMPANY HAS COLLECTED FROM YOU IN CONNECTION WITH YOUR USE OF THE SERVICES DURING THE PRECEDING 12 MONTH PERIOD.
3.5 Without prejudice to the generality of the foregoing, we do not warrant that access to the Services will be constantly available, uninterrupted, or error-free, or that the Services, and/or any server from which the Services are made available, are free of viruses or other harmful components, and you acknowledge and agree that provision of the Services is dependent upon the proper and effective functioning of internet access and other third party equipment, for which we will not be responsible in any way.
3.6 Nothing in these Terms is intended to exclude or limit our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation by us, or for any other liability which cannot be excluded or limited by law.
3.7 User agrees, at its own expense, to indemnify, defend and hold harmless Sanctions Inc., its suppliers, agents, directors, officers, employees, representatives, successors, and assigns from and against any and all claims, damages, liabilities, costs, and expenses, including reasonable attorneys’ and experts’ fees, arising out of or in connection with your use of the Services, Materials, or any third party content directly or indirectly accessed through the Services, including, but not limited to: (i) third-party claims arising out of or related to use of the Services by you or someone using your computer or User log-in credentials; (ii) any violation of these Terms by you or anyone using your computer or User log-in credentials; (iii) a claim that any use of the Services by you or someone using your computer or User log-in credentials infringes any intellectual property right of any third party, or infringes any right of privacy or publicity, or is libelous, defamatory, or otherwise results in injury or damage to any third party; (iv) any deletions, additions, insertions, or alterations to, or any unauthorized use of, the Services by you or someone using your computer or User log-in credentials; (v) any misrepresentation or breach of representation or warranty made by you in connection with your registration, access, and/or use of the Services; or (vi) any breach by you of any covenant or agreement with Company. You agree to pay any and all costs, damages, and expenses, including but not limited to, attorneys’ fees and costs awarded against or otherwise incurred by Sanctions Inc. or in connection with or arising from Sanctions Inc.’s defense or settlement of any such claim, suit, action, or proceeding attributable to any such claim.
3.8 Attorney Ethics Notice, Posting Rules, and Limitation of Liability. Any Attorney User participating in any interactive aspect of the Services, Website, or Materials, including but not limited to forums and bulletin boards that may be made available in or through the Services, agrees not to provide legal advice in any Postings and to draft Postings which are appropriate, informational, and in accordance with attorney ethics requirements. Attorney Users acknowledge that the Rules of Professional Conduct of the jurisdictions where they are licensed (“Rules”) apply to all aspects of such participation and agree to abide by those Rules. This includes but is not limited to the Rules relating to (i) advertising and solicitation of clients; (ii) establishment of attorney-client relationships; (iii) failure to maintain client confidences; (iv) unauthorized practice of law; and (v) misrepresentations of fact. Sanctions Inc. disclaims all responsibility for any Attorney User’s compliance or noncompliance with these Rules. Sanctions Inc. disclaims all liability arising out of or related to an Attorney User’s compliance or noncompliance with such laws and Rules or related to our inclusion or failure to include any further disclaimer in certain interactive portions of the Services. Attorney Users assume all liability for any claims, suits, or grievances related to participation in any of the interactive areas of the Services, including all damages arising therefrom.
4.1 We reserve the right to amend these Terms from time to time. If we do, the amendments will be published on the Website. It is your responsibility to check the Website periodically for changes to these Terms. Your continued use of the Services or Materials constitutes consent to any amendments to these Terms.
4.2 Governing Law. This Agreement shall be governed by the laws of the State of New York, without respect to its conflict of law principles. You agree to submit to the personal jurisdiction of the state and federal courts located in New York County, New York.
4.3 Arbitration. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM COMPANY. For any dispute with Company, you agree to first contact us at [email protected] and attempt to resolve the dispute with us informally. In the unlikely event that Company has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to these Terms, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in New York County, New York, unless you and Company agree otherwise. If you are using the Services for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using the Services for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Company from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, intellectual property rights, or other proprietary rights.
4.4 Class Action/Jury Trial Waiver. WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICES FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
4.5 Any notice to be provided hereunder shall be made in writing and provided to Sanctions Inc. at the following address: Sanctions Inc., 30 Wall Street, 8th Floor, New York, NY 10005. Any notice to be provided to any User hereunder shall be provided in writing to the address provided by the User at registration. The User must provide accurate information at registration and is responsible for keeping it up to date. If no address has been provided, notice shall be deemed sufficient when sent to you at that email or IP address from which you accessed or used the Website.
4.6 If any provision of these Terms is held to be invalid or unenforceable to any extent, such invalidity or unenforceability will not affect any other provision of these Terms, which shall continue in full force and effect.
4.7 Any failure or delay by us in exercising any right or remedy afforded by these Terms, or by any other agreement between us and a User, shall not constitute or be construed as a waiver of any such right or remedy, or of our right to enforce it at a later time.
4.8 These Terms (together with any Premium Subscription Agreement executed between us and a Premium Subscriber or Corporate Subscriber, or other documents executed between us and you) constitutes the entire agreement between you and Sanctions Inc. in relation to your access to and use of the Services.