40Act.com, LLC publishes the 40Act.com™ Site and research database (the "Site" or "40Act.com"). The Site has an associated documents, information and news feed services through which 40Act.com distributes email messages, newsletters, updates and/or alerts on Site subject matter-related matters. The Site and associated news and data services are referred to collectively as "40Act.com Services". Any data or materials displayed on 40Act.com Services are referred to collectively as "Content." All Content that is uploaded, submitted, posted, or otherwise supplied by Site subscribers (known as "Members" or "Subscribers") and other users is referred to collectively as "User-Contributed Content".
Limited License and Restrictions on Use
Subject to this Agreement, 40Act.com, LLC grants you a limited, revocable, non-exclusive and non-transferable license to access 40Act.com 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 uses of 40Act.com Services or the Content, whether in electronic or hard copy form, without 40Act.com, LLC's express written consent is prohibited.
Access to certain portions of 40Act.com Services and Content (the "Subscriber Materials") requires user authentication by means of (i) username/password combinations provided for that purpose by 40Act.com, LLC to specific persons, or (ii) internet protocol ("IP") addresses approved for that purpose by 40Act.com, LLC for authorized personnel at specific organizations. Such access may also require payment of a subscription fee, as set forth in Subscriptions and Fees section below. Only those specific persons for whom such usernames and passwords are provided by 40Act.com, LLC and the authorized personnel at those specific organizations for which such IP addresses have been approved by 40Act.com, LLC may access the Subscriber Materials under this Agreement 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 40Act.com Services or the Content for any unlawful or unauthorized purpose. 40Act.com, LLC reserves all rights not expressly granted in this Agreement. Except as otherwise stated in this Agreement or as expressly authorized by 40Act.com, LLC in writing, you may not (or enable others to):
- Redeliver any page, text, image, Services or Content on this Site using "framing" or other technology;
- Engage in any conduct that could damage, disable, or overburden (i) this Site, (ii) any Services or Content, or (iii) any systems, networks, servers, or accounts related to this Site, including without limitation, using devices or software that provide repeated automated access to this Site, other than those made generally available by 40Act.com, LLC;
- Probe, scan, or test the vulnerability of any Services or Content, systems, networks, servers, or accounts related to this Site or attempt to gain unauthorized access to Services or Content, systems, networks, servers, or accounts connected or associated with this Site through hacking, password or data mining, or any other means of circumventing any access-limiting, user authentication or security device of any Services or Content, systems, networks, servers, or accounts related to this Site;
- Modify, copy, obscure, remove, or display 40Act.com, LLC's name, logo, trademarks, text, notices, or images without 40Act.com, LLC's express written permission. To request such permission, you may e-mail us at contactus@40Act.com; or
- Include the term "40Act.com, LLC," or any 40Act.com, LLC trademark or executive's name, or any variation of the foregoing, as a meta-tag, hidden textual element or any other indicator that creates an impression of affiliation, sponsorship, or endorsement by 40Act.com, LLC.
Subscriptions and Fees
Certain portions of the Site are available to all users. Members are required to pay 40Act.com, LLC a nonrefundable one-year subscription fee (the "Fee") in order to access Subscriber Materials except when your access to such materials is pursuant to (i) a free trial authorized by 40Act.com, LLC or (ii) express written authorization from 40Act.com, LLC permitting access without a Fee or under a different fee arrangement. You agree to pay the Fee charged and due as set forth here or on the Site's subscription page (incorporated into this Agreement by this reference) at the time of your subscription or in accordance with specific terms provided to you in writing by 40Act.com, LLC during the initial subscription process or during the renewal process.
Members typically receive an initial seven day trial subscription (the "Trial Subscription") before the paid subscription is automatically implemented. In order to receive the Trial Subscription, you must enter your credentials and payment information. 40Act.com, LLC will not charge your credit card or other payment method until the end of your Trial Subscription period, if you have not cancelled your subscription. If you do not cancel your subscription during the seven-day Trial Subscription period, you agree that 40Act.com, LLC may automatically charge your credit card or other payment method for the full non-refundable subscription Fee.
For renewals, the renewal Fee shall be invoiced by 40Act.com, LLC at the beginning of each one-year subscription term, and you agree to allow us to automatically charge the Fee to your credit card or other payment method to renew your subscription. If your credit card or other payment method information has expired or is otherwise not usable, 40Act.com, LLC may suspend or cancel your access to the Subscriber Materials. If 40Act.com, LLC invoices you, but you fail to pay the Fee upon invoicing, 40Act.com, LLC may, without limitation and in our sole discretion, suspend or cancel your access to any or all of the Subscriber Materials. As a courtesy, 40Act.com, LLC may provide an extension of Services after the renewal date, but such extension should not be interpreted as a free service. You will remain obligated to pay the Fee.
40Act.com, LLC is located in the Commonwealth of Massachusetts, which does not currently levy a sales tax on services such as those provided on the Site. Other states and jurisdictions may seek to levy a sales or use 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 40Act.com Services and Content through an Internet access provider or other third-party service.
40Act.com, LLC uses the payment and merchant processing services of Stripe, Inc. and Wells Fargo Bank, N.A. Such services are subject to Stripe’s Terms of Service, which can be accessed at their website, https://stripe.com/us/terms.
Modification of Services and Content; Termination; Denial of Access
The components, data, and features of 40Act.com Services and the Content may be added to, modified, suspended, or discontinued by 40Act.com, LLC without notice, and you agree that 40Act.com, LLC shall not be liable to you nor to any third party for any addition, modification, suspension, or discontinuance of 40Act.com Services, the Content, or any part thereof.
40Act.com, LLC reserves the right to suspend or deny, in 40Act.com, LLC's sole discretion and without notice, your access to all or any portion of 40Act.com Services and Content.
Without limitation of the foregoing, 40Act.com, LLC may terminate or cancel your access rights to 40Act.com Services and Content immediately without notice if you violate this Agreement, and 40Act.com, LLC may also block your use of 40Act.com Services and Content or direct you to cease using those services.
Privacy and Your Account.
User Contributions of Content
40Act.com, LLC encourages Members and other users to share useful documents, articles, events and calendars, comments and other materials in order to build a community of users. When you upload, transmit or submit (i.e., "Post") such materials ("User-Contributed Content "), you acknowledge and agree that the User-Contributed Content you Post may be displayed or viewed by 40Act.com, LLC and by other users of 40Act.com Services and Content. You also acknowledge and agree that by accessing or using 40Act.com Services and Content, you may be exposed to User-Contributed Content that is Posted by others and that may be offensive or otherwise objectionable. Without limiting the Disclaimers set forth below, 40Act.com, LLC does not warrant or guarantee the quality or integrity of User-Contributed Content.
You are solely responsible for all of the User-Contributed Content that you Post. When Posting Content you represent and warrant to 40Act.com, LLC that you own or otherwise control all of the intellectual property rights and other rights regarding such Content and have full rights and permission to contribute the material to the Site. You assume all risks associated with use of the User-Contributed 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-Contributed Content you Post that makes you personally identifiable or identifies your firm, company or client.
You agree to Post User-Contributed Content only where appropriate and in an appropriate manner. Posting in an appropriate manner means, without limitation, that the User-Contributed Content you Post shall not be indecent, profane, defaming, harassing, unlawful or otherwise objectionable, and that it shall not violate the rights of 40Act.com, LLC or any third party (including rights of privacy and publicity). 40Act.com, LLC may, but is not required to, display or use any of the User-Contributed Content that you Post. 40Act.com, LLC may edit, redact or otherwise manipulate the Content you Post, but in some instances 40Act.com may not pre-screen User-Contributed Content. In such instances, however, 40Act.com, LLC may remove any Posted User-Contributed Content from 40Act.com Services and Content for any reason without notice to you or anyone else in 40Act.com, LLC's sole discretion.
For all of the User-Contributed Content that you Post to 40Act.com, you grant users of 40Act.com Services and Content a non-exclusive, non-transferable, limited license to display, edit, download, and print that User-Contributed Content solely for their own noncommercial, professional use in connection with their use of 40Act.com Services and Content.You also grant 40Act.com, LLC a non-exclusive, non-transferable, limited license to use, reproduce, publicly display, publicly perform, copy, edit, modify, translate, reformat, transmit and distribute the User-Contributed Content you Post.You acknowledge and agree that you will receive no compensation for any use by 40Act.com, LLC of the User-Contributed Content you Post in 40Act.com Services or Content or for any use by 40Act.com, LLC of ideas or suggestions you provide in User-Contributed Content regarding 40Act.com Services or Content. You also acknowledge and agree that 40Act.com, LLC shall not be liable for any failure to store or display User-Contributed Content on 40Act.com Services at any time.
If you believe that any User-Contributed 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 these steps: You may e-mail us at contactus@40Act.com; in addition, you must send a written copy of your notice to Karl Hartmann, Chief Executive Officer, 40Act.com, LLC, P.O. Box 383, Westborough, MA 01581 contemporaneously with your email claim.
Intellectual Property Rights; Copyright and Trademark
Except as otherwise set forth in this Section, all right, title and interest in 40Act.com Services and Content belong to 40Act.com, LLC or to 40Act.com, LLC's third-party information providers. You do not, through your use of 40Act.com Services or the Content, acquire any proprietary interest in 40Act.com Services, the Content, or any copies thereof. Notwithstanding the foregoing, you own all right, title and interest in your User-Contributed Content as well as all intellectual property rights therein, except that 40Act.com, LLC owns copyright or other intellectual property rights in the compilation and presentation of User-Contributed Content on the Site and its Services.
40Act.com and its associated logos are trademarks of 40Act.com, LLC. 40Act.com, LLC’s copyright on 40Act.com Services and the Content includes all screen displays and components thereof as well as the entire computer program and website, but is exclusive of the text of laws, regulations, and documents originally prepared by the U.S. Government and its agencies. Disclaimer of Warranty 40ACT.COM SERVICES AND THE CONTENT ARE FURNISHED "AS IS" AND "WITH ALL FAULTS."40Act.com, LLC 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 40ACT.COM SERVICES ARE WARRANTED ONLY TO THE MINIMUM AMOUNT LEGALLY REQUIRED, AND IN EVENT FOR NO MORE THAN THE COST OF A ONE YEAR SUBSCRIPTION.
Without limitation of the foregoing, neither 40Act.com, LLC nor 40Act.com, LLC'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 40Act.com, LLC nor 40Act.com, LLC'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.40Act.com, LLC shall not be liable for any limitation on the availability of 40Act.com Services or the Content, or for any information that may be lost, due to network outages, hardware or software failures, or other circumstances beyond 40Act.com, LLC's reasonable control.
Disclaimer of Legal, Compliance, Tax, and Audit Services or Investment Advice
The Site is a database and Content services provider only. It is not a law firm, compliance consulting firm, auditor, tax consultant or investment adviser. All documents, samples, model forms and other types of Content are intended for informational purposes only. You are responsible for proper adaption and use of the Services and Content. Such responsibility includes hiring and using appropriate professionals to advise and assist you with your legal, compliance or other needs.
Content contained in or made available through the 40Act.com Services and Content is not intended to and does not constitute legal or investment advice. No attorney-client relationship or investment adviser-client relationship is formed, nor is anything submitted to 40Act.com, LLC treated as attorney-client confidential.
Disclaimer Regarding Links and Other Servers and Sites Other websites listed on, linked to or accessed via 40Act.com Services and Content are not under 40Act.com, LLC'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. 40Act.com, LLC makes no representations concerning the content of these sites, and providing a link to these other sites is not and should not be construed as an endorsement or approval by 40Act.com, LLC of these sites or their content. 40Act.com, LLC bears no responsibility for any content or other links provided at other sites, or for your use of that content or those links, and the license granted in this Agreement does not include any rights with regard to the content at these other sites.
You agree, at your own expense, to defend, indemnify, and hold 40Act.com, LLC and each of 40Act.com, LLC's officers, members, 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 any breach of this Agreement by you, or to the negligent or wrongful acts or omissions of you or any of your officers, employees, or agents relating to your use of 40Act.com Services or the Content. Limitation of Liability Under no circumstances shall 40Act.com, LLC be liable to you for indirect, incidental, consequential, special or exemplary damages (even if 40Act.com, LLC had been advised of the possibility of such damages), arising from any provision of this Agreement (including such damages incurred by third parties), such as, but not limited to, loss of revenue or anticipated profits or lost business.
40Act.com, LLC is a Massachusetts LLC and is based in the Commonwealth of Massachusetts. This Agreement and all related disputes and suits shall be governed, construed, and interpreted in accordance with the laws of the Commonwealth of Massachusetts without giving effect to any choice of law or conflict of laws provision or rule (whether of the Commonwealth of Massachusetts or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the Commonwealth of Massachusetts. Any litigation arising out of or connected in any way with this Agreement shall take place in a State or Federal court of competent jurisdiction in Suffolk County in the Commonwealth of Massachusetts. You hereby consent to personal jurisdiction and venue in the State and Federal courts located in the Commonwealth of Massachusetts, Suffolk County, with respect to any actions, claims, disputes or proceedings arising out of or in connection with this Agreement.
Severability. If a court of law or other tribunal of competent jurisdiction finds any provision of this Agreement invalid, illegal, or unenforceable, the remaining portions of this Agreement shall remain in full force and effect and construed so as to best effectuate the original intent and purpose of this Agreement as expressed herein.
Survival of Certain Provisions. The provisions of this agreement relating to the Limited License and Restrictions on Use, Indemnification, Limitation of Liability, and Governing Law shall survive any termination or expiration of this Agreement. Non-Waiver. Failure or delay by 40Act.com, LLC in enforcing any provision of this Agreement shall not constitute or be construed as a waiver of such provision nor of 40Act.com, LLC's right to enforce such provision.
Headings and Captions. The headings and captions contained in this Agreement are inserted for convenience only and shall not constitute a part hereof.
Revisions to this Agreement. 40Act.com, LLC may change this Agreement at any time in its sole discretion by publishing the revised Agreement 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 40Act.com Services or the Content is always an acceptance of any changes in this Agreement.
Last Revised: April 25, 2014