Legal Notices

Please carefully review the following Terms of Use that govern your use of the Sayari website (“Site”) and any associated reports, information, content, and materials (collectively with the Site, the “Content”). Sayari reserves the right to update or modify these Terms of Use at any time without prior notice to you (the “User”). All Content made available to Users are for general informational purposes only.  The Content does not, and is not intended to, constitute legal or any other type of advice. Sayari is not responsible for any errors or omissions, or for the results obtained from the use of this information. All information in this document is provided “as is,” with no guarantee of completeness, accuracy, timeliness, or of the results obtained from the use of this information. Your use of the Site constitutes your unconditional agreement to follow and be bound by these Terms of Use. These Terms of Use and our Privacy Policy, which is incorporated by reference, contain the entire agreement (the “Agreement”) between Sayari and you with respect to the Content. Any rights not expressly granted herein are reserved.

Permitted and Prohibited Uses

You may use the Content for the sole purpose of viewing Sayari commentary and findings concerning the field of counterparty and supply chain risk management. You may not use the Content to violate any applicable local, state, federal, or international laws, rules, and regulations. You may not use the Content in any manner that infringes or misappropriates any person’s or entity’s copyright, patent, trademark, or trade secret. You may not use the Content in a manner that is intentionally detrimental to (a) Sayari; (b) Sayari’s customers, employees, vendors or affiliates; or (c) other Users of the Site.

Copyright and Limited License to Site and Site Materials

All email messages sent to you by Sayari in connection with Sayari’s customer services or your access to materials on the Site, including without limitation any Sayari and third-party logos and all specifications, requirements and other documents, videos, text, graphics, pictures, information and other content (collectively, “Site Materials”), are the proprietary property of Sayari or its licensors. You are granted a limited, non-exclusive license (without the right to sublicense) to download and reproduce Site Material documents that are specifically made available on the Site for the general public to download (“Public Documents”), provided that any copyright notices on each page of Public Document reproductions are reproduced in full and that you agree to comply with all such notices. Such license is subject to these Terms of Use and strictly prohibits:

1. any resale of the Content or any Site Materials
2. any distribution, public performance or public display of any Site Materials, other than sharing copies of Public Documents solely within your organization
3. modifying or otherwise making any derivative uses of the Content or any Site Materials
4. use of any data mining, robots or similar data gathering or extraction, automated account registration, or account utilization methods
5. downloading (other than the page caching) of any portion of the Content or the Site Materials (except as provided above) or any information contained therein

Any use by you of the Content or Site Materials other than as specifically authorized herein is strictly prohibited and will terminate the foregoing license.

Trademarks

Sayari logos and any other product or service name or slogan contained in the Site are trademarks of Sayari and may not be copied, imitated or used, in whole or in part, without the prior written permission of Sayari. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Site are the property of their respective owners. Reference to any individuals, companies, vendors, test tools, products, services, processes or other information, whether by trade name, trademark, manufacturer, supplier or otherwise, does not constitute or imply endorsement, sponsorship or recommendation thereof by Sayari.

Indemnification

You agree to defend, indemnify and hold harmless Sayari, its employees, directors, officers, affiliated companies, agents, vendors or suppliers from and against any and all claims, damages, costs and expenses, including reasonable attorneys’ fees, arising from or related to your use or misuse of the site, including, without limitation, your violation of these Terms of Use, your infringement or that of any other subscriber or user of your account, of any intellectual property right or other right of any person or entity.

Termination

These Terms of Use are effective unless expressly terminated by Sayari. If you no longer agree to be bound by these Terms of Use, you must cease use of the Content. If you’re dissatisfied with this Site, its content, or any of these terms, conditions, and policies, your sole legal remedy is to discontinue using this Site. Sayari reserves the right to terminate or suspend your access to and use of this Site, or parts of this Site, without notice, if we believe, in our sole discretion, that such use is (i) in violation of any applicable law; (ii) is harmful to our interests or the interests, including intellectual property or other rights, of another person or entity; or (iii) where Sayari has reason to believe that you are in violation of these Terms of Use.

Warranty Disclaimer

THE SAYARI CONTENT (AS DEFINED HEREIN) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, SAYARI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. SAYARI MAKES NO REPRESENTATIONS OR WARRANTY THAT THE CONTENT WILL MEET YOUR REQUIREMENTS, OR THAT YOUR USE OF THE CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES SAYARI MAKE ANY REPRESENTATION OR WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE CONTENT. SAYARI MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE OR THE CONTENT.

IN NO EVENT SHALL SAYARI OR ANY OF ITS AFFILIATED COMPANIES, EMPLOYEES, DIRECTORS, OFFICERS, AGENTS, VENDORS OR SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE, MISUSE OF OR INABILITY TO USE THE SITE OR CONTENT, EVEN IF SAYARI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.

YOU UNDERSTAND AND AGREE THAT ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA OR BUSINESS INTERRUPTION THAT RESULTS FROM THE DOWNLOAD OF CONTENT. SAYARI SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE CAUSED, OR ALLEGED TO HAVE BEEN CAUSED, DIRECTLY OR INDIRECTLY, BY THE INFORMATION OR IDEAS CONTAINED, SUGGESTED OR REFERENCED IN OR APPEARING ON THE SITE OR IN THE CONTENT. YOUR PARTICIPATION IN THE SITE IS SOLELY AT YOUR OWN RISK. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SAYARI OR THROUGH SAYARI, ITS EMPLOYEES, OR THIRD PARTIES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. YOU ACKNOWLEDGE, BY YOUR USE OF THIS SITE, THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK.

Liability Limitation

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL OR EQUITABLE THEORY, WHETHER IN TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, SHALL SAYARI OR ANY OF ITS AFFILIATED COMPANIES, EMPLOYEES, DIRECTORS, OFFICERS, AGENTS, VENDORS OR SUPPLIERS BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY NATURE ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE SITE OR THE CONTENT OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE SITE OR FOR ANY INFORMATION OBTAINED THROUGH THE SITE OR THE CONTENT, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OR CORRUPTION OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF AN AUTHORIZED REPRESENTATIVE OF SAYARI HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

SAYARI’S TOTAL CUMULATIVE LIABILITY FOR ANY AND ALL CLAIMS IN CONNECTION WITH THE SITE OR THE CONTENT WILL NOT EXCEED TWENTY-FIVE THOUSAND U.S. DOLLARS ($25,000.00). YOU AGREE AND ACKNOWLEDGES THAT THE FOREGOING LIMITATIONS ON LIABILITY ARE AN ESSENTIAL BASIS OF THE BARGAIN AND THAT SAYARI WOULD NOT PROVIDE THE SITE AND THE CONTENT ABSENT SUCH LIMITATION.

Links to Other Materials

The Site or Content may contain links to websites owned or operated by independent third parties that are provided for your convenience and reference only. Sayari does not control such third-party websites and is not responsible for, nor do we endorse, authorize or recommend, any content posted on these third-party websites. If you decide to access such third-party websites, you do so entirely at your own risk and you irrevocably waive any claim against Sayari with respect to your access of such third-party websites.

General

If you access the Site or Materials from outside the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction. If any provision herein is held to be unenforceable, the remaining provisions will continue in full force without being affected in any way. The failure of Sayari to act with respect to a breach of these Terms of Use by you or others does not constitute a waiver and shall not limit Sayari’s rights with respect to such breach or any subsequent breaches. These Terms of Use are governed in all respects by the laws of the State of Delaware, without regard to conflict of law principles thereunder. Any action or proceeding arising out of or relating to these Terms of Use must be brought in the state or federal courts of the State of Delaware, and you consent to the exclusive personal jurisdiction and venue of such courts. The waiver of a breach of any provision of these Terms of Use shall not be construed as a waiver of any other or subsequent breach.