3D: 3D's Terms of Use

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3D's Terms of Use


1. Acceptance of Terms
Welcome to GovernanceMetrics' Diverse Director DataSource (3D). These Terms of Use constitute an Agreement ("Agreement") between GovernanceMetrics, its subsidiaries and affiliates (collectively "GovernanceMetrics"), and you ("You" or "User"). By accessing and using GovernanceMetrics' 3D web Site, you agree to the following terms of use and any amendments in effect at the time of your visit. This Agreement expressly incorporates by reference and includes 3D's' Privacy Policy, Legal Notices, and any guidelines, rules or disclaimers that may be posted and updated on specific 3D web pages. You understand that your right to use the Site is derived solely from, and is expressly limited by, this Agreement.

GovernanceMetrics reserves the right to amend these Terms of Use from time to time. We encourage you to review these Terms of Use upon each visit to the Site because any changes will be binding on you.

2. Information Provided on the Site
GovernanceMetrics provides 3D and the Information available on 3D (hereinafter referred to as "Information") for the convenience of its users. This Information is presented in good faith and is believed to be correct. GovernanceMetrics MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, REGARDING ANY INFORMATION, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR FITNESS FOR A PARTICULAR PURPOSE. Information is supplied on the condition that the persons receiving the Information will make their own determinations as to its suitability.

Information provided on 3D may only be used, copied or distributed in unmodified form for informational purposes and without responsibility on the part of GovernanceMetrics.

3. GovernanceMetrics' 3D Site Content
3D's Site is owned by GovernanceMetrics, and all rights are exclusively reserved to GovernanceMetrics. You acknowledge that the Site may contain Information, communications, software, photos, text, video, graphics, music, sounds, images, and other material ("Content") which are provided by GovernanceMetrics. You agree and acknowledge that the Content and its use or the use of this Site are protected by copyright, trademark, and other intellectual property laws, that these rights are valid and protected in all media now existing or later developed, and that except as specifically provided in this Agreement, your use of the Content shall be governed and constrained by applicable copyright, trademark, and other intellectual property laws. In addition, the Site is protected by copyright as a collective work and/or compilation, pursuant to U.S. Copyright laws, international conventions, and other copyright laws. Except as set forth in this Agreement, you may not modify, adapt, translate, exhibit, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works from, distribute, perform, display, reverse engineer, decompile or dissemble, or in any way exploit, any of the Content, materials or Site, in whole or in part. GovernanceMetrics reserves the right to add, change or delete web site Content, without notice, at its sole discretion.

4. Links
3D may provide links to third party web sites. These links are provided only as a convenience. Linked web sites are not reviewed, controlled or examined by GovernanceMetrics and GovernanceMetrics is not responsible for the information, advertising, products, resources or other material, of any linked site or any link contained in a linked site. The inclusion of any link does not imply endorsement by GovernanceMetrics. In addition, please be aware that your use of any linked site is subject to the terms and conditions applicable to that site. Please direct any questions regarding linked sites to the webmaster of that site. GovernanceMetrics will remove links immediately on written request from the owner of the site linked to.

5. System and Network Security
You may not tamper with other accounts, or commit unauthorized intrusion into any part of our system, or use any of our machines, files, accounts, or networks to intrude without authorization into any other system. You may not use any of GovernanceMetrics' services not included in your account, nor devise ways to circumvent security in order to access services you are not paying for. This clause includes, but is not limited to, the scanning of our network or other networks with intent to breach and/or evaluate security. You may not use the system in a manner that encumbers disk space, processors or other system resources beyond those allowed by the specific type of account. You may not make deliberate attempts to interfere with a service, overload a service nor attempt to disable a host. GovernanceMetrics will react strongly to the use or attempted use of Internet services or systems without the owner's authorization. This clause includes, but is not limited to, password cracking, defrauding others into releasing their passwords, denial-of-service attacks (sending packets with an illegal packet size, UDP flooding, ping-flooding, half-open TCP connection flooding, etc.). Additionally, you may not use programs, scripts, commands or send messages with the intent to interfere with a user's session.

6. Email
You may not send unsolicited e-mail to any account that has not specifically requested such unsolicited information or that causes complaints from the recipients of such unsolicited e-mail. 3D's services should not be used to send unsolicited advertising messages to other network users. You may not flood/spam newsgroups with commercial or non-commercial postings. You may not continue to send commercial e-mail to a recipient if the recipient has requested that you discontinue such communication. We prohibit the transmission of e-mail that is harassing, libelous, defamatory, legally obscene or pornographic, threatening, abusive or hateful to non-consenting recipients. The forwarding or propagation of chain letters of any type (including charity requests or petitions for signatures) is impermissible. "Mailbombing" (i.e. flooding a user or site with large or numerous e-mail messages) is strictly prohibited. You may not forge header information. GovernanceMetrics prohibits the use of your account to collect replies of messages sent from any other provider that violates the rules of this Terms of Use or those of the originating provider. The rules and regulations contained within this Terms of Use apply to other means of Internet-based transmissions, including, but not limited to Internet fax or Internet phone.

7. Violations & Liability
Violation of these policies by staff shall be considered grounds for reprimand and/or dismissal, at the discretion of management. Liability for any damages, including but not limited to service charges, charges for lost time, repair or replacement costs, loss of value to company intellectual property, damages to goodwill and/or client/vendor relations, shall be borne by the individual or individuals involved. In the case of staff, such costs may be recouped via reasonable garnishment of salary or wages, at the discretion of the company.

8. Disclaimer
YOUR USE OF THIS SITE, THE CONTENT, AND THE INFORMATION PROVIDED ON THE SITE IS SOLELY AT YOUR OWN RISK AND IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. GovernanceMetrics EXPRESSLY DISCLAIMS ALL OTHER GUARANTEES, WARRANTIES, CONDITIONS AND REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, WHETHER ARISING UNDER ANY STATUTE, LAW, COMMERCIAL USAGE OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

9. Limitation of Liability
In no event shall GovernanceMetrics or any of its officers, directors, employees, agents or affiliates, be liable, directly or indirectly, to anyone for any claims, losses or damages, direct, indirect, special, incidental or consequential, including, without limitation, loss of profits, resulting from or occasioned by the creation, use or reliance of or on its Site or any third party web site or the Information, advertising, products, resources or material accessed through any such web site, regardless of the nature or cause of any such damages or losses and whether or not a claim thereof is based in contract, tort, negligence or otherwise.

10. Copyright Agent
We respect the intellectual property of others, and GovernanceMetrics asks its users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide our Copyright Agent with the following information:

• an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
• a description of the copyrighted work or other intellectual property that you claim has been infringed;
• a description of where the material that you claim is infringing is located on the Site;
• your address, telephone number, and email address;
• a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
• a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

Our Copyright Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows:

By mail:

Copyright Agent
GovernanceMetrics International
55 Broadway
New York, NY 10006
212-949-1313 x 310

By email: 3Dinfo@gmiratings.com

11. Contact Us
If you have any questions about 3D, GovernanceMetrics or its services, or if you are aware of any abuse of this Terms of Use, please let us know.