Terms and Conditions of Use for Knowledge Mosaic Services

Terms and Conditions of Use for Knowledge Mosaic Services

Knowledge Mosaic Inc. ("KM Inc.") publishes the Knowledge Mosaic and SRO Sentinel website platforms (collectively the "Websites"). The Websites each have an associated news service through which KM Inc. distributes email messages and/or alerts on related matters. KM Inc. also distributes information from the Websites and news services through Internet data feeds and customized products (including, without limitation, hosted application interfaces displayed on customer intranets) The Websites, associated news services, data feeds, and customized products are referred to collectively as "KM Services". Any data or materials displayed on KM Services are referred to collectively as "Content." All Content that is uploaded, submitted, posted, or otherwise supplied by users is referred to collectively as "User-Generated Content".

Your use of KM Services and the Content, either at no charge or for a fee, is governed by the terms and conditions below (the “Terms”). You agree to these Terms by your use of KM Services or the Content. If you do not accept this agreement, or if you do not agree to any of the specific terms presented here, you should not use KM Services or Content.

KM Inc. may change these Terms at any time in its sole discretion by publishing the revised Terms on this page, so you should review this page regularly. The date of the most recent revision will appear at the bottom of this page. The revisions are not applicable to disputes arising, or arising out of events occurring, before such publication. Your continued use of KM Services or the Content is always an acceptance of any changes in these Terms.

1. Limited License

Subject to these Terms, KM Inc. grants you a non-exclusive, non-transferable, limited license to access KM Services and to display, download, and print the Content solely for your own noncommercial, professional use and not for the business of resale or redistribution. Any other use of KM Services or the Content, whether in electronic or hard copy form, without KM Inc.'s express written consent is prohibited.

Access to certain portions of KM Services and Content (the “Subscriber Materials”) requires user authentication by means of (i) username/password combinations provided for that purpose by KM Inc. to specific persons, or (ii) internet protocol (“IP”) addresses approved for that purpose by KM Inc. for authorized personnel at specific organizations. Such access may also require payment of a subscription fee, as set forth in Section 2 below. Only those specific persons for whom such usernames and passwords are provided by KM Inc. and the authorized personnel at those specific organizations for which such IP addresses have been approved by KM Inc. may access the Subscriber Materials under these Terms and only during the time periods during which such usernames and passwords or IP address approvals are active.

You agree not to use or permit anyone to use KM Services or the Content for any unlawful or unauthorized purpose.

2. Subscription Fees

You are required to pay KM Inc. nonrefundable one-year subscription fees (the "Fees") in order to access Subscriber Materials except when your access to such materials is pursuant to (i) a free trial authorized by KM Inc. or (ii) express written authorization from KM Inc. permitting access without a fee or under a different fee arrangement. Separate Fees may be charged to access Subscriber Materials on each of the following components of KM Services: (i) the Knowledge Mosaic website; (ii) the SRO Sentinel website; (iii) an Internet data feed; or (iv) a customized product. You agree to pay the Fees charged and due as set forth on the Knowledge Mosaic website's Subscribe page (located here and incorporated into these Terms by this reference) at the time of your subscription or in accordance with specific terms provided to you in writing by KM Inc. during the initial subscription process or during the renewal process. The Fees shall be invoiced by KM Inc. at the beginning of each one-year subscription term, and you agree to make full payment within thirty (30) days of invoicing. Failure to pay the Fees within thirty (30) days of invoicing may result, without limitation and in KM Inc's sole discretion, in the cancellation of your access to any or all of the Subscriber Materials subject to such Fees. There is no automatic renewal of your Subscriber Materials subscription from year to year except by separate written agreement between you and KM Inc.

All Fees shall be subject to applicable Washington State sales tax. You are solely responsible for any other tax that may be due as well as for any fees or charges you incur to access KM Services through an Internet access provider or other third-party service.

3. Modification of Services; Termination; Denial of Access

The components, data, and features of KM Services and the Content may be added to, modified, suspended, or discontinued by KM Inc. without notice, and you agree that KM Inc. shall not be liable to you or to any third party for any addition, modification, suspension, or discontinuance of KM Services, the Content, or any part thereof.

KM Inc. reserves the right to suspend or deny, in KM Inc.'s sole discretion and without notice, your access to all or any portion of KM Services.

Without limitation of the foregoing, KM Inc. may terminate or cancel your access rights to KM Services immediately without notice if you violate these Terms, and KM Inc. may also block your use of KM Services or direct you to cease using those services.

4. User-Generated Content

Certain features of KM Services permit users to upload, submit, transmit, or post (collectively "Post") User-Generated Content. You acknowledge and agree that the User-Generated Content you Post may be displayed or viewed by KM Inc. and by other users of KM Services; provided that any User-Generated Content you Post on the SRO Sentinel website and in the Document Cart on the Knowledge Mosaic website may be displayed or viewed only by KM Inc. and any others who share your account (which may include others at your organization if user authentication occurs via that organization's IP address). You also acknowledge and agree that by accessing or using KM Services, you may be exposed to User-Generated Content that is Posted by others and that is offensive or otherwise objectionable. Without limiting the Disclaimers set forth in Section 6 below, KM Inc. does not warrant or guarantee the quality or integrity of User-Generated Content.

You are solely responsible for all of the User-Generated Content that you Post via KM Services. You assume all risks associated with use of the User-Generated Content that you Post, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure by you of information in the User-Generated Content you Post that makes you personally identifiable.

You agree to Post User-Generated Content only where appropriate and in an appropriate manner. Posting in an appropriate manner means, without limitation, that the User-Generated Content you Post shall not be indecent, profane, defaming, harassing, unlawful, or otherwise objectionable, and that it shall not violate the rights of KM Inc. or any third party (including rights of privacy and publicity). KM Inc. may, but is not required to, display or use any of the User-Generated Content that you Post. Knowledge Mosaic does not pre-screen User-Generated Content; however, KM Inc. may remove any Posted User-Generated Content from KM Services for any reason without notice in KM Inc.'s sole discretion. By Posting User-Generated Content, you represent and warrant that you own or otherwise control all of the intellectual property rights and other rights to that User-Generated Content, including all the rights necessary for you to Post that User-Generated Content.

For all of the User-Generated Content that you Post to KM Services, you grant users of KM Services a non-exclusive, non-transferable, limited license to display, edit, download, and print that User-Generated Content solely for their own noncommercial, professional use in connection with their use of KM Services. You also grant KM Inc. a non-exclusive, non-transferable, limited license to use, reproduce, publicly display, publicly perform, copy, edit, modify, translate, reformat, transmit and distribute the User-Generated Content you Post as Content for KM Services. You acknowledge and agree that you will receive no compensation for any use by KM Inc. of the User-Generated Content you Post in KM Services or Content or for any use by KM Inc. of ideas or suggestions you provide in User-Generated Content regarding KM Services or Content. You also acknowledge and agree that KM Inc. shall not be liable for any failure to store or display User-Generated Content on KM Services at any time.

If you believe that any User-Generated Content is infringing copyrights or other intellectual property rights held by you or by someone on whose behalf you are authorized to act, please follow the steps described on KM Inc.'s Infringement Notification page.

5. Intellectual Property Rights; Copyright and Trademark

Except as otherwise set forth in this Section 5, all right, title, and interest in KM Services and Content belong to KM Inc. or to KM Inc.'s third-party information providers. You do not, through your use of KM Services or the Content, acquire any proprietary interest in KM Services, the Content, or any copies thereof. Notwithstanding the foregoing, you owns all right, title and interest in your User-Generated Content as well as all Intellectual Property Rights therein, except that KM Inc. owns copyright or other Intellectual Property Rights in the compilation and presentation of User-Generated Content on the Knowledge Mosaic Website.

Knowledge Mosaic, Securities Mosaic, Energy Mosaic, Communications Mosaic, and Get Over It are registered trademarks of KM Inc. SRO Sentinel, KM, KM Dispatch, KM Blogwatch, and SM are service marks of KM Inc. KM Services are not affiliated with or approved by any agency or department of the United States government. FINRA is a mark of Financial Industry Regulatory Authority, Inc. NYSE is a mark of NYSE Euronext. All other products and services are trademarks of their respective holders.

KM Inc.’s copyright on KM Services and the Content includes all screen displays and components thereof as well as the entire computer program, but is exclusive of the text of laws, regulations, and documents originally prepared by the U.S. Government.

If you believe that any Content is infringing copyrights or other intellectual property rights held by you or by someone on whose behalf you are authorized to act, please follow the steps described on KM Inc.'s Infringement Notification page.

6. Disclaimer of Warranty

KM SERVICES AND THE CONTENT are furnished “AS IS” and “WITH ALL FAULTS.” KM Inc. does not warrant or guarantee the timeliness, sequence, accuracy, or completeness of the Content.

THERE ARE NO WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY (INCLUDING, WITHOUT LIMITATION, TIMELINESS, TRUTHFULNESS, SEQUENCE, COMPLETENESS, ACCURACY, FREEDOM FROM INTERRUPTION), ANY IMPLIED WARRANTIES ARISING FROM TRADE USAGE, COURSE OF DEALING, OR COURSE OF PERFORMANCE, OR THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE. THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE CONTENT.

TO THE EXTENT THAT THE LAW DOES NOT PERMIT THE DISCLAIMER OF WARRANTIES, AND EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, ALL CONTENT AND ALL OPERATIONS ON KM SERVICES ARE WARRANTED ONLY TO THE MINIMUM AMOUNT LEGALLY REQUIRED.

Without limitation of the foregoing, neither KM Inc. nor KM Inc.'s information providers shall be liable, regardless of the cause or duration, for any errors, inaccuracies, omissions, or other defects in, or the timeliness or authenticity of the Content, or for any delay or interruption in the transmission thereof, or for any claims or losses arising therefrom or occasioned thereby. Neither KM Inc. nor KM Inc.'s information providers shall be liable for any third party claims or losses of any nature, or for any lost profits, punitive, or consequential damages as a result of such errors, inaccuracies, omissions, or other defects in, or the timeliness or authenticity of the Content, or for any delay or interruption in the transmission thereof, or for any claims or losses arising therefrom or occasioned thereby. KM Inc. shall not be liable for any limitation on the availability of KM Services or the Content, or for any information that may be lost, due to network outages, hardware or software failures, or other circumstances beyond KM Inc.'s reasonable control.

7. Disclaimer of Legal or Investment Advice

Content contained in or made available through KM Services is not intended to and does not constitute legal or investment advice and no attorney-client relationship or investment adviser-client relationship is formed, nor is anything submitted to KM Inc. treated as attorney-client confidential.

8. Disclaimer Regarding Other Servers and Websites

Other websites listed on or accessed via KM Services are not under KM Inc.'s control and may require registration or subscription for full access. Links to these other resources are provided as a convenience and for informational purposes only. KM Inc. makes no representations concerning the content of these websites, and providing a link to these other websites is not and should not be construed as an endorsement or approval by KM Inc. of these websites or their contents. KM Inc. bears no responsibility for any content or other links provided at other websites, or for your use of that content or those links, and the license granted in these Terms does not include any rights with regard to the content at these other websites.

9. Indemnification

You agree, at your own expense, to defend, indemnify, and hold KM Inc. and each of KM Inc.'s officers, directors, employees and agents (individually or collectively, the "Indemnified Parties") harmless from and against any and all liabilities, judgments, losses, actual damages, costs, and expenses (including all reasonable attorneys’ fees) which any or all Indemnified Parties may hereafter incur themselves or pay out to another by reason of any claim, suit, or proceeding brought by a third party, at law or in equity, arising out of or relating to (i) any breach of these Terms by you, or (ii) the negligent or wrongful acts or omissions of you or any of your officers, employees, or agents relating to your use of KM Services or the Content.

10. Limitation of Liability

Under no circumstances shall KM Inc. be liable to you for indirect, incidental, consequential, special or exemplary damages (even if KM Inc. had been advised of the possibility of such damages), arising from any provision of these Terms (including such damages incurred by third parties), such as, but not limited to, loss of revenue or anticipated profits or lost business.

11. Location of Knowledge Mosaic's Servers; Governing Law

The host servers for KM Services are located at Seattle, Washington, United States of America. These Terms and all related disputes and suits shall be governed, construed, and interpreted in accordance with the laws of the State of Washington without giving effect to any choice of law or conflict of laws provision or rule (whether of the State of Washington or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Washington. Any litigation arising out of or connected in any way with these Terms shall take place in a State or Federal court of competent jurisdiction in King County, Washington. You hereby consent to personal jurisdiction and venue in the State and Federal courts located in the State of Washington, King County, with respect to any actions, claims, disputes or proceedings arising out of or in connection with these Terms.

12. Specific Terms for Use of Certain Materials

The following additional limitations on the Limited License apply to any use of the specific Content materials identified in this section.

A. Xignite, Inc.

The "Xignite, Inc. Data" includes the following company information when displayed in search results on the All SEC Filings page and on the Company Information page: Earnings per Share, Book Value per Share, CEO, Issue Type, Number of Employees, Exchange, Five Year Annual Revenue Growth, Float, Float as Percentage of Shares Outstanding, Fortune 500 Membership, Gross Margin, Industry, Latest Fiscal Date, Company Description, LTM Date, LTM Income from Total Operations, LTM Profit Margin from Total Operations, LTM Revenue, Market Capitalization, NAICS Code, Number of Institutions Holding Shares, PE Ratio, Percent of Shares Outstanding Held by Insiders, Percent of Shares Outstanding Held by Institutions, Pre-tax Profit Margin, Price Sales Ratio, Russell 1000 and 2000 Membership, S&P Membership, Shares Outstanding, Total Debt Equity Ratio, Company Web Site.

You may reproduce, use, distribute, publish, and display the Xignite Data in the normal course of your business (including, without limitation, on web or intranet pages, in written materials, and in electronic materials) but not for the business of reselling or sublicensing the Xignite Data.

B. Blogwatch

The "Blogwatch Content" includes the blog posts displayed on or via the Keep Current page and in the Blogwatch email message.

Any use of the Blogwatch Content shall include proper author and source attribution. Blogwatch Content is subject to copyrights held by the blog authors. The views expressed in the Blogwatch Content are those of the blog authors alone.

C. Stairway

The "Stairway Content" includes the works of art displayed on or via the Stairway page on the Knowledge Mosaic website.

Any use of the Stairway Content shall include proper artist attribution. Stairway Content is subject to copyrights held by the contributing artists. The views expressed in the Stairway Content are those of the artists alone.

13. General Provisions

Severability. If a court of law or other tribunal of competent jurisdiction finds any provision of these Terms invalid, illegal, or unenforceable, the remaining portions of these Terms shall remain in full force and effect and construed so as to best effectuate the original intent and purpose of these Terms as expressed herein.

Survival of Certain Provisions. The provisions of Sections 9, 10, 11, and 12 shall survive any termination or expiration of these Terms.

Non-Waiver. Failure or delay by KM Inc. in enforcing any provision of these Terms shall not constitute or be construed as a waiver of such provision nor of KM Inc.'s right to enforce such provision.

Headings and Captions. The headings and captions contained in these Terms are inserted for convenience only and shall not constitute a part hereof.

Last Revised: May 17, 2010