For purposes of these Terms, “you” includes, individually and collectively, an individual subscriber, an institutional subscriber, or an authorized user of an institutional subscriber that is purchasing, viewing, using, or accessing the DOLFIN™ Site and other subscription services and features, at dolfin.k2integrity.com (the “Site”). You acknowledge and agree that by (i) visiting, viewing, using, or accessing the Site, (ii) clicking “Agree”, “Register”, “Order” “Submit”, or similar links, or (iii) signing or confirming registration of the User Account, any Purchase Order or any other agreement incorporating these Terms, that you have read, understand, and agree to be bound by these Terms and won’t use the Site in a way that violates any laws or regulations. To the extent the terms of a separate written services agreement or consulting agreement between an institutional user and the Company directly conflict with any provisions of these Terms, the terms set forth in such other agreement will control.
The License allows a single individual, or a specific number of designated employees or agents of an institutional user, to register and receive access to the Site. If you are an authorized personnel of an institutional user, you acknowledge and agree that each Business User Account created by the Company for such institutional user is specific to the designated individual employee or agent of such user. You may not share your Account Information with any third parties or, if applicable, other employees, affiliate employees, contractors or agents of the institutional user you represent.
You agree to comply with the above conditions at any and all times during your use of the DOLFIN™ Site, and acknowledge and agree that the Company has the right, in its sole discretion, to terminate your User Account or take such other action as we see fit if you breach any of the above conditions or any of the other terms of these Terms. This may include taking court action and/or reporting offending users to the relevant authorities.
10.2 Individual Subscription – Termination by User. An Individual Subscription may be cancelled at any time via your User Account settings page or by emailing email@example.com. If you cancel your Individual Subscription by any method, your Individual Subscription will remain active to the end of your then-current term to the extent your individual Subscription Fee is paid. These Terms will continue in effect and will govern until its expiration or earlier termination for cause. We will not offer refunds on any fees or charges related to your Individual Subscription—this includes any partially used or unused periods for which you have already paid. Your obligation to pay fees continues through the end of the subscription term during which you cancel your Subscription.
10.3 Termination of Business Subscription. An institutional user that has purchased a subscription for its employees or agents, or the Company, may terminate the Business Subscription or any Purchase Order prior to its expiration on the terms described in the written agreement between the parties. To terminate any Business User Account and revoke access for individual employees, the institutional user shall notify the Company by calling +1.202.558.0960, or by emailing firstname.lastname@example.org.
12.1 Equitable Relief. You acknowledge that a breach of any proprietary rights described in these Terms may cause us irreparable damage, for which the award of damages would not be adequate compensation. Consequently, you agree that we may institute an action to enjoin you from any and all acts in violation of those provisions, which remedy will be cumulative and not exclusive, and we may seek the entry of an injunction enjoining any breach or threatened breach of those provisions, in addition to any other relief to which we may be entitled at law or in equity.
Further, you represent and warrant on a continuous basis that (a) all information provided by you to the Company is complete and accurate, and you acknowledge that the Company may rely on it in determining whether to provide access to the Site; (b) you will provide timely updates to your information during the subscription term; and (c) the Company’s receipt and use of your information for the License will not contravene any law or regulatory obligation.
We represent, warrant, and covenant to you that: (a) we have and will have all rights, titles, licenses, intellectual property, permissions and approvals necessary in connection with our performance under these Terms to grant you the License and rights granted hereunder; and (b) neither the Site (including FIN Library™), nor the provision or utilization thereof as contemplated under these Terms, will infringe, violate, trespass or in any manner contravene or breach or constitute the unauthorized use or misappropriation of any intellectual property of any third party.
13.1 Authority. You and the Company each represent, warrant, and covenant that it has the full power and authority to: (a) enter into an agreement subject to these Terms; (b) perform its obligations hereunder, and that its performance hereunder does not conflict with, limit, or contradict any other agreement; (c) and that by so doing, it does not violate any applicable laws or any contractual relationship.
The Company shall not be liable for any failure or delay in the performance of its obligations relating to the Site due to causes beyond its reasonable control, including but not limited to break-down of the Internet or this Site, war, terrorism, sabotage, insurrection, riot or other act of civil disobedience, strikes or other labor shortages, act of any government affecting the terms hereof, accident, fire, explosion, flood, hurricane, severe weather or other act of God.
The Company does not represent or endorse any third parties or the methods that they use to arrive at their conclusions. All information provided through the Site is for illustrative purposes only and does not constitute a guarantee or representation of any aspect of such information by the Company. The Company does not make any warranty or representation with respect to the accuracy or completeness of any such information.
(b) Non-Waiver. Failure by the Company to enforce any provision(s) of these Terms will not be construed as a waiver of any provision or right.
(c) Severability. If any provision of these Terms is found to be illegal, void, or unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions of these Terms.
(e) Dispute Resolution. Should any dispute arise with regard to these Terms, the parties agree to first work in good faith to resolve such dispute, and neither party may commence any action with regard to such dispute until thirty (30) days have passed from the time such party has provided written notice to the other party of the nature of such dispute, provided that nothing herein will prevent us from seeking injunctive relief in the event of your actual or threatened breach of any terms of these Terms or bringing issues to the attention of federal, state, or local agencies.
(f) Arbitration. Any dispute or claim relating in any way to your use of this Site will be resolved by binding arbitration conducted under the Arbitration Rules of the American Arbitration Association (“AAA”) then in force (the “AAA Rules”). You and the Company agree that the Federal Arbitration Act applies and governs the interpretation and enforcement of this provision (despite the choice of law provision above). The AAA Rules, as well as instructions on how to file an arbitration proceeding with the AAA, appear at https://adr.org/
(g) Notice. Except as otherwise provided in these Terms, any notices or other communications contemplated or required under these Terms, in order to be valid, shall be in writing and shall be given via personal delivery, overnight courier, or via U.S. Certified Mail, Return Receipt Requested. Notices to you will be sent to the address set forth in your User Account; notices to the Company shall be sent to Financial Integrity Network, LLC, c/o K2 Integrity, 845 Third Avenue, New York, NY 10022 Attn: General Counsel. All such notices shall be deemed given and effective on the day when delivered by overnight delivery service or certified mail.
(h) No Agency. Nothing in these Terms will be construed as making either party the partner, joint venture, agent, legal representative, employer, contractor, or employee of the other.
(i) Assignment. We may freely transfer or assign any portion of our rights or delegate our obligations under these Terms. You may not assign or otherwise transfer your rights, obligations, or duties under these Terms, in whole or in part, without our prior written consent, in our sole discretion. Any attempted transfer or assignment of these Terms without the prior written consent of the Company will be null and void. These Terms will be binding upon and will inure to the benefit of the permitted successors and assigns of each party thereto.