Toolbar Knowlegis

Knowlegis Toolbar

Knowlegis Toolbar provides access to the most comprehensive online database of Members of Congress, Committee lists, news and other related information. Your 14-day trial will provide instant access to valuable content significant for effective advocacy.

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Knowlegis Toolbar License Agreement

CQ-ROLL CALL, INC.
KNOWLEGIS TOOLBAR™ SUBSCRIPTION AND LICENSE AGREEMENT

1. AGREEMENT - This Subscription and License Agreement (the "Agreement") is made by and between CQ-Roll Call, Inc. ("CQ-Roll Call"), 1255 22nd Street, NW, Washington, DC  20037 and the entity or individual entered on the online signup form as the Subscriber (the "Subscriber") for a subscription and license to use the Knowlegis Toolbar Service (the "Service"). In exchange for the Service, Subscriber agrees to pay CQ-Roll Call the Service Costs, payment of which is due upon Activation.

2. SERVICE - The Knowlegis Toolbar Service provides a subscriber with online information related to elected officials and the government of the United States of America, and is accessed via a search box within an Internet browser.  For the purposes of this Agreement, the Knowlegis Toolbar Service and its various components will be referred to as the "Service."

3. TERM - The term of this agreement shall commence upon activation of the Service and will continue for the period of time indicated during the ordering process or on the Order Form.  Unless otherwise terminated as provided for in Section 8, upon the expiration of the initial Term of this agreement, this Agreement will automatically renew for a period of one year (each a "Renewal Term"), and Subscriber agrees to pay the then applicable fees for the Service.

4. KNOWLEGIS DATA - Data provided in the Knowlegis Toolbar Service by CQ-Roll Call includes, among other things, data on elected officials, photographs, their staff and committee assignments.  For the purposes of this License Agreement the Knowlegis supplied data will be referred to as the "Knowlegis Data".

5. GRANT OF LICENSE AND RESTRICTIONS - CQ-Roll Call hereby grants Subscriber a non-exclusive, non-transferable, worldwide, and limited license to use the Service for its own internal business purposes and for no other purposes.  CQ-Roll Call warrants that it has full authority to grant this license. Change of ownership or management will not dissolve Agreement obligations. 
Subscriber agrees not to:
    a)	license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Knowlegis Data in any way
    b)	modify or make derivative works based upon the Service or the Knowlegis Data
    c)	create Internet "links" to the Service or "frame" or "mirror" any Knowlegis Data on any other server or wireless or Internet-based device
    d)	reverse engineer or access the Service in order to (i) build a competitive product or service, (ii) build a product using similar ideas, features, functions or graphics of the Service, or (iii) copy any ideas, features, functions or graphics of the Service. 
    e)	Introduce into the Service material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs
    f)	interfere with or disrupt the integrity or performance of the Service or the data contained therein
    g)	attempt to gain unauthorized access to the Service

6. FEES - Subscriber agrees to pay all fees or charges in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. The initial charges will be equal to the Annual Subscription fee indicated during the ordering process plus any applicable fees for additional User Licenses.  Additional User Licenses may be purchased at the monthly fee currently in effect.  Unless otherwise agreed to, Payments will be made annually. When Subscriber orders additional User Licenses then Subscriber will be responsible for and agrees to pay the then current monthly or annual fee for all additional User Licenses, whether or not such User Licenses are actively used.  Subscriber agrees to provide CQ-Roll Call with a valid credit card or a copy of an approved purchase order when ordering the Service. An authorized Service Administrator may add User Licenses by executing an additional written or online Order Form if available. Added User Licenses will be subject to the following: (i) added User Licenses will be subject to the same Term as the current Term of the Agreement (either Initial Term or renewal term); (ii) the license fee for the added User Licenses will be the then current license fee for Additional Licenses; and (iii) licenses added in the middle of a billing month will be charged in full for that billing month. CQ-Roll Call reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to Subscriber, which notice may be provided by e-mail. All pricing terms are confidential, and Subscriber agrees not to disclose them to any third party.

7. BILLING AND RENEWAL - CQ-Roll Call charges and collects in advance for use of the Service. This Agreement will automatically renew and CQ-Roll Call will bill your credit card or issue an invoice to you (a) every month for monthly licenses, (b) every quarter for quarterly licenses, (c) each year on the subsequent anniversary for annual licenses, or (d) as otherwise mutually agreed upon. The renewal charge will be equal to the then-current Annual Subscription Fee plus the number of additional User Licenses times the license fee in effect during the prior term, unless CQ-Roll Call has given you at least 30 days prior written notice of a fee increase, which shall be effective upon renewal and thereafter. Fees for other services will be charged on an as-quoted basis. Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Subscriber shall be responsible for payment of all such taxes, levies, or duties.

Subscriber agrees to provide to CQ-Roll Call, and update as necessary, the name and contact information of the appropriate Billing Contact for Subscriber.  This information will include name, address, telephone number, e-mail address and currently active credit card number.

8. TERMINATION - This Agreement may be terminated by either party for any reason by providing written notice thereof not less than Thirty (30) days prior to the end of the then current Term of this Agreement.  Either party may terminate the Agreement upon a material breach by the other party after written notice and failure to cure such breach within thirty (30) days after written notice to the other party. CQ-Roll Call may terminate the Agreement and cancel the Service if payment is not received within fifteen (15) days of any payment due date. Notwithstanding the foregoing, the Agreement may be terminated by either party immediately upon notice if the other party: (a) becomes insolvent; (b) files a petition in bankruptcy; (c) makes an assignment for the benefit of its creditors; or (d) causes a party to be exposed to potential liability to third parties.

9. EFFECT OF TERMINATION - Upon the termination or expiration of this License Agreement, Subscriber will stop using the Knowlegis Data and destroy or return to CQ-Roll Call any copies of the Knowlegis Data.

10. INTELLECTUAL PROPERTY
Subscriber specifically acknowledges and agrees that all Knowlegis Data, including but not limited to text, photos and graphics as well as any new online applications, technology or products produced by CQ-Roll Call under the Agreement, are and will continue to be the sole property of CQ-Roll Call.  Use of the Service by Subscriber or persons authorized by Subscriber shall be done so solely at the risk and responsibility of Subscriber who shall fully and completely indemnify and hold harmless CQ-Roll Call for any use thereof, including but not limited to any content errors, omissions or infringing material, and for any improper or unauthorized use of the service by Subscriber or its Authorized Users or other users. Subscriber shall not use the service in any manner except as expressly provided in the Agreement, and only in a manner consistent with acceptable Internet practices, policies and standards. CQ-Roll Call shall have the right to terminate the Agreement for Subscriber's use in violation of this Agreement.

11. WARRANTY/LIABILITY - CQ-Roll Call warrants that it has all rights, title and interest in the Service, and agrees to indemnify and hold harmless the Subscriber from, and to defend or settle at its option, any claim, dispute or legal action against Subscriber, the defense of which will be controlled by CQ-Roll Call, that the Service infringes any patent or property right. CQ-Roll Call shall provide periodic updates to the Service and use reasonable efforts to correct any material defect discovered by Subscriber.

CQ-ROLL CALL MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE KNOWLEGIS TOOLBAR SERVICE OR ANY CONTENT OF THE SERVICE. CQ-ROLL CALL DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET SUBSCRIBER'S REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) ERRORS OR DEFECTS WILL BE CORRECTED, OR (E) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO SUBSCRIBER STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY CQ-ROLL CALL, INC.

The Service is optimized for Microsoft® Internet Explorer versions 6+ for Windows®. The Service will not work on other Internet browsers. CQ-Roll Call's performance hereunder is subject to interruption and delay due to causes beyond its reasonable control such as acts of God, acts of any government, war or other hostility, acts of terrorism or incidents related thereto, the elements, fire, explosion, power failure, equipment failure, industrial or labor dispute, inability to obtain necessary supplies and the like ("Force Majeure"). To the extent failure to perform is caused by such a Force Majeure event, CQ-Roll Call shall be excused from performance hereunder so long as such event continues to prevent such performance, and provided CQ-Roll Call takes all reasonable steps to resume full performance.

The liability of CQ-Roll Call and its agents and employees for any cause shall be specifically limited to the Service costs paid by Subscriber for its current year's subscription. CQ-Roll Call shall not be liable for any special, indirect or consequential damages, or punitive damages, for loss of any kind arising out of the Agreement or the use or inability to use the Service.

12. GOVERNING LAW - All disputes, claims or controversies arising out of this Agreement shall be governed by and construed in accordance with the laws of the state of New York without regard to its rules of conflict of laws.  Each of the parties hereto hereby irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction of the courts of the state of New York located in the state of New York (the "New York Courts") for any litigation among the parties hereto arising out of or relating to this Agreement, waives any objection to the laying of venue of any such litigation in the New York Courts and agrees not to plead or claim that such litigation brought therein has been brought in any inconvenient forum or that there are indispensable parties to such litigation that are not subject to the jurisdiction of the New York Courts. In any such action, the prevailing party shall be entitled to an award of reasonable attorney's fees, costs and any other relief granted.

13. WAIVER - No failure or delay by either party in exercising any of its rights and remedies under the Agreement or otherwise shall constitute a waiver thereof, and no single or partial waiver of any default or other right or remedy shall operate as a waiver of any other default, right or remedy or of the same default, right or remedy on a future occasion.

14. NOTICES - All notices to CQ-Roll Call and Subscriber shall be sent to the addressees set forth during the order process unless a written change of address is received by the other party.

15. MODIFICATION/ASSIGNMENT - This Agreement, as modified by CQ-Roll Call from time to time, constitutes the entire agreement between the parties with respect to the subject matter hereof. The Agreement shall supersede all other prior written or oral agreements, if any, between the parties with respect to the Service and shall be binding upon each of them and upon their respective successors and assigns. The Agreement may be assigned in whole or in part by CQ-Roll Call; however it may not be assigned by Subscriber without the written approval by CQ-Roll Call.

I Agree

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