Terms and conditions

1. Agreement and General Terms of Use

1.1This User Agreement constitutes the agreement between HighBeam Research, Inc. ("HighBeam Research") and you as a user who accesses or establishes a connection ("user," "you," or "your") to our services, including but not limited to those at www.highbeam.com, www.encyclopedia.com and/or other services based on these services ("Service" or collectively the "Services").

1.2You agree to abide by all of the provisions in this Agreement in order to remain an authorized user of the Services, and your use of the Services constitutes your agreement to abide by these provisions. Distribution of your user name or password to others for access to the Services is prohibited and may result in termination of your account.

1.3HighBeam Research reserves the right, in its sole discretion, to change any or all of the provisions of this Agreement at any time. HighBeam Research will make the current Agreement available at this URL, as well as from a link at the bottom of each Service's home page. The Agreement in effect at the time you use the Service shall govern your use and your use of the Service after the effective date of any changes to this Agreement will be deemed your acceptance of the changes.

1.4HighBeam Research reserves the right, in its sole discretion, to change, limit, or discontinue any aspect, content, tool, or feature that is a part of the Services. HighBeam Research further reserves the right, in its sole discretion, to restrict the use of the Service as well as suspend or revoke your rights to use the Services based on HighBeam Research's belief that your use of the Services violates that permitted by this Agreement or applicable law.

1.5IF YOU DO NOT AGREE TO THE PROVISIONS OF THIS AGREEMENT OR ARE NOT SATISFIED WITH THE SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE YOUR USE OF THE SERVICES.

2. Fees and Payments; Account Management; Free Trial Use

2.1If you become a trial subscriber, or a paid subscriber ("Subscriber or Subscribers") of any of the Services, you will be bound by the payment terms set forth herein.

2.2Access to premium areas of the Services requires payment. Rates vary. If you subscribe, you must provide accurate, complete and updated subscriber information. You will pay HighBeam Research for all fees, charges, and any applicable taxes, associated with the Services in accordance with the current rates, payment terms, and policies specified by HighBeam Research in the applicable Service enrollment screens and online help areas. You acknowledge that you will pay HighBeam Research all such fees, charges, and applicable taxes for the Services where enrollment in the Services has been made using your credit card or other means, whether made by you personally or by someone else in your household or organization on your behalf. If you enroll in the Services using a credit card, you certify to HighBeam Research that you are at least 18 years of age and that you are the cardholder of the credit card, or that you are expressly authorized by the cardholder to enroll in the Services. In any event, you expressly certify and represent that you are not under the age of 13.

2.3You further acknowledge that your obligation to pay HighBeam Research all such fees, charges, and applicable taxes for the Service does not depend on usage of the Service, and that you remain obligated to pay HighBeam Research for the Service regardless of whether the Service is used or not. Unless you enroll as part of a free trial, your obligation to pay for the Service begins on the date of your enrollment in the Service, not the date of your first use of the Service. If made available, free trial or free access periods to use the Service also begin on the date of your enrollment in the free trial for the Service, and not the date of your first use of it.

You may cancel your monthly or yearly account for the Service during any free trial or free access period without charge. You may also cancel any subscription for the Service at any other time during its term. However, HighBeam Research does not prorate any fees, charges, or applicable taxes associated with the Service upon any termination or cancellation and does not refund any such amounts for any term already charged. You cancel your account for the Service by completing and submitting a cancellation form or calling the customer service number located in the customer service area of the Services. General e-mails not utilizing the above mentioned form, letters and other means of notification, including notifying your credit card company or bank that you no longer wish to be a subscriber will not serve as valid means of cancellation. In the event that you no longer have access to the online cancellation form, you may send a certified letter, return receipt requested to 65 E. Wacker Place, Suite 400, Chicago, IL 60601 and your cancellation will be effective upon actual receipt by HighBeam Research.

2.4The price you pay for a Service is stipulated at the time you enroll in such Service and is valid for the initial period for which you enrolled in the Service. HighBeam Research reserves the right to change the price paid for a monthly or annual subscription after the initial enrollment period. MONTHLY AND YEARLY SUBSCRIPTIONS TO THE SERVICE ARE ON A CONTINUOUS RENEWAL BASIS. This means your subscription will automatically renew every month on your monthly enrollment anniversary or the last day of the month if you enrolled on the 29th, 30th or 31st and the current month has no such date. For annual subscriptions, this means every year on your annual enrollment anniversary. Your credit charge or other form of payment will be automatically charged or debited unless you have notified HighBeam Research in accordance with Section 2.3 hereof that you wish to cancel the Service. Your subscription renewal will be at the then current price charged for the Service or your enrollment price, whichever is higher. YOU MUST CANCEL PRIOR TO YOUR SUBSCRIPTION RENEWAL DATE TO AVOID CONTINUED CHARGES.

2.5Except with respect to payment terms when a trial is cancelled prior to its termination, this Agreement also states the terms and conditions under which you, as an evaluating user, shall be governed during any free trial period offered by HighBeam Research.

3. Rights in Service Content and the Service

3.1All content and tools provided by HighBeam Research on the Services are protected by copyright, trademark and/or other applicable intellectual property and proprietary rights laws and are owned, controlled, and/or licensed by HighBeam Research. The Services are also protected by copyright, patent, trademark, and other applicable intellectual property and proprietary rights laws. All trademarks appearing on the Services are the property of their respective owners. You agree not to use any trademarks or copyrighted material without express written permission of HighBeam Research.

3.2You may search, retrieve, display, download, and print content from the Services solely for your personal. You shall make no other use of the content without the express written permission of HighBeam Research. You will not modify, publish, distribute, transmit, participate in the transfer or sale, translate, create derivative works, or in any way exploit other than as set forth herein, any of the content, tools or technology, in whole or in part, found on the Services. Further, you shall not engage in any systematic downloading or other activity directed towards any of the content, in whole or in part, found on the Services that would create any electronic database or archive containing such content. You shall not make any changes to any content that you are permitted to download under this Agreement, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. You also will not "frame" any of the content, tools or technology on the Services or the Services themselves without the express written permission of HighBeam Research. You agree that you do not acquire any ownership rights in any downloaded content. Your further agree that all rights in the Service and any of the content found on the Service not granted to you under this Agreement are expressly reserved to HighBeam Research and/or its licensors.

3.3In searching the Services, you shall not employ any automated search tools, including so called "crawlers," "bots" and "spiders" that programmatically access and extract content in order to repurpose or resell the Services content and tools, nor may you "scrape" and/or reformat any information off the services HTML pages or XML interface, including meta tags, results pages, abstracts, and documents without the express written permission of HighBeam Research. Those seeking more information on permission for systematic access (automated queries meta-search, etc.) shall go to the FAQ area for each Service.

4. User Activities and Privacy of User Information on the Service

4.1You will use the Services and any tools, content, material, or information found on the Services solely for lawful purposes. You shall not upload to, distribute to or through, or otherwise disseminate through the Service any material or information of any kind that is libelous, defamatory, obscene, pornographic, abusive, or otherwise violates any law or infringes or violates any privacy or other rights of any other person or entity, or contains a solicitation of funds, advertising, or a solicitation for goods or services.

4.2You warrant that any material or information that you make available through the Services, including, for example, postings to chat areas and forums and documents you may post to your work area, is solely your original work, or that you have all necessary rights to make the material or information of any other person or entity available on the Services. You will be solely responsible for the content of any material or information that you make available through the Services. You will also be liable for any damage resulting from your making any material or information available through the Services.

4.3Except as set forth below, by making any material or information available through the Services, for example, in postings to chat areas and forums, you automatically grant to HighBeam Research a worldwide, royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, distribute and sublicense any such material or information (in whole or in part) and/or to incorporate it in other works regardless of form, media, or technology. By making any material or information available through the Services, you also grant to users other than yourself the right and license to access, view, store, or reproduce your material and information for that user's personal, internal use. HighBeam Research shall acquire no rights to personal documents that you or authorized parties post to your work area.

4.4HighBeam Research has no obligation to, and does not and cannot, review every item of material or information that you and users other than you make available through the Services, and HighBeam Research is not responsible for any content of this material or information. However, HighBeam Research reserves the right to delete, move, or edit any material or information that it deems, in its sole discretion, unacceptable, libelous, defamatory, obscene, pornographic, abusive, or otherwise in violation of any law or that infringes or violates any privacy or other rights of any person or entity. Further, HighBeam Research reserves the right at all times to disclose any material or information as necessary to satisfy any law, regulation, or governmental request.

4.5HighBeam Research reserves the right to collect and use data about you and your use of the Service for purposes such as, for example, performing statistical analyses to assist us in improving the Service. HighBeam Research further reserves the right to distribute such data in forms that do not identify you individually or reveal your identity. HighBeam Research may also distribute such data in forms that identify you individually or reveal your identity to affiliates, partners and to third parties with a contractual relationship with HighBeam Research. All such use and distribution shall be in accordance with HighBeam Research's privacy policy, which is incorporated herein by reference. Please familiarize yourself with the privacy policy by clicking on "Privacy Policy" (or another similar link) at the bottom of the Services' home pages. Nothing herein shall prevent HighBeam Research and its marketing partners from contacting you by e-mail, phone, or direct mail with offers, information, and other communications and all such contact is expressly approved by you. Nothing herein shall prevent HighBeam Research from complying with valid requests by governmental authorities investigating civil or criminal matters.

5. Disclaimer of Warranties & Limitation of Liability

5.1YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK. NEITHER HIGHBEAM RESEARCH NOR ANY OF ITS PARENTS, SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, DISTRIBUTORS, THIRD PARTY CONTENT PROVIDERS, OR LICENSORS (AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS) WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT THEY WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE, OR AS TO THE ACCURACY, RELIABILITY, COMPLETENESS, OR CONTENTS OF ANY CONTENT, INFORMATION, MATERIAL, POSTINGS, OR POSTING RESPONSES FOUND ON THE SERVICE, ANY MERCHANDISE OR SERVICES PROVIDED THROUGH THE SERVICES, OR ANY LINKS TO OTHER SITES OR SERVICES MADE AVAILABLE ON THE SERVICES.

5.2THE SERVICES, ALL TOOLS, CONTENT, MATERIAL, INFORMATION, POSTINGS, OR POSTING RESPONSES FOUND ON THE SERVICE ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

5.3UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR GROSS OR WILLFUL NEGLIGENCE, SHALL HIGHBEAM RESEARCH (OR ANY OF ITS PARENTS, SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, DISTRIBUTORS, THIRD PARTY CONTENT PROVIDERS, OR LICENSORS (AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS), BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, ANY CONTENT, INFORMATION, MATERIAL, POSTINGS, OR POSTING RESPONSES ON THE SERVICE, OR THE SERVICE ITSELF. THESE LIMITATIONS APPLY REGARDLESS OF WHETHER THE PARTY LIABLE OR ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY OF SUCH DAMAGES. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT HIGHBEAM RESEARCH (AND ANY OF ITS PARENTS, SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, DISTRIBUTORS, THIRD PARTY CONTENT PROVIDERS, OR (AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS), IS NOT LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER, INCLUDING YOU. IN NO EVENT SHALL THE TOTAL LIABILITY OF HIGHBEAM RESEARCH (OR ANY OF ITS PARENTS, SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, DISTRIBUTORS, THIRD PARTY CONTENT PROVIDERS, OR LICENSORS (AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS)) TO YOU EXCEED THE AMOUNT PAID BY YOU TO HIGHBEAM RESEARCH DURING THE TWELVE (12) MONTHS PRIOR TO ANY CLAIM OF INJURY OR DAMAGE.

6. Indemnification

To the maximum extent permitted by applicable law, you will defend, indemnify and hold harmless HighBeam Research (and any of its parents, subsidiaries, affiliates, directors, officers, employees, agents, distributors, third party providers, and licensors (and their respective directors, officers, employees, and agents)) from and against all claims, liability, and expenses, including attorneys' fees and legal fees and costs, arising out of your use of the Service or your breach of any provision of this Agreement. HighBeam Research reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. You will cooperate as fully as reasonably required in the defense of any claim.

7. Third Party Content, Third-Party Providers, Advertising and Links.

The Services include a number of third party providers for content, technology and other features, including the opportunity for users of the Services to purchase goods or services from third parties ("Third Party"). HighBeam Research makes no warranty concerning content, technology, goods or services provided by Third Party providers. YOU AGREE THAT ANY RECOURSE FOR DISSATISFACTION OR PROBLEMS WITH THOSE GOODS OR SERVICES WILL BE SOUGHT FROM THE THIRD PARTY PROVIDER DIRECTLY, NOT FROM HIGHBEAM RESEARCH.

8. Notices between Us

You may contact us by sending electronic mail to customerservice@highbeam.com. If a response is necessary, we will contact you by sending electronic mail to the address you provide to us, or by posting a notice on the Services.

9. Termination

HighBeam Research may terminate this Agreement and your use of the Services, or discontinue the Services, at any time. HighBeam Research shall have the right immediately upon notice to you to terminate your use of the Services in the event of any conduct by you which HighBeam Research, in its sole discretion, considers to be unacceptable, or in the event of any breach by you of this Agreement or violation of applicable law.

10. Law Governing Performance and Disputes

This Agreement, your performance under it, and any disputes arising under it shall be governed exclusively by the laws of the United States of America and the State of Illinois, without giving effect to their conflict of laws principles. You expressly consent to the exclusive forum, jurisdiction, and venue of the Courts of the State of Illinois in Cook County and the United States District Court for the Northern District of Illinois in any and all actions, disputes, or controversies relating to this Agreement.

11. General Terms

This Agreement and any policies and rules posted on the Services by HighBeam Research constitute the complete and exclusive and final expression of the agreement of the parties with respect to the subject matter hereof. No waiver by either HighBeam Research or you of any breach or default under this Agreement shall be deemed to be a waiver of any preceding or subsequent breach or default. This Agreement shall be binding upon and inure to the benefit of HighBeam Research and its successors, trustees, and permitted assigns. HighBeam Research may assign this Agreement, or any of its rights or obligations under this Agreement, with or without notice to you. Any such assignment by HighBeam Research does not relieve you of your obligations under this Agreement.