Terms and Conditions

Subscriber Agreement

Smith’s Research & Gradings (the "Service") Subscription Agreement
The terms of this Agreement and all operating rules published over the Service constitute the entire agreement (collectively the "Agreement") between Smith’s Research & Gradings, including and not limited to Smith’s Research & Gradings Online, and you ("Subscriber") with respect to the Service. By clicking the check button above this Agreement, you agree to be bound by the terms of the Agreement.
1. Smith’s Research & Gradings may change the terms of the Agreement including, without limitation, the fees for the Service or for any information products on the Service at any time upon notice published over the Service. You may review the Agreement applicable to your then current use by clicking the "Agreement" button on the home page. You should click "Agreement" each time you access the Service to review a copy of the then current Agreement. By using the Service after any change to the Agreement is posted on the Service you will be deemed to be bound by all of such changes.
2. Smith’s Research & Gradings may discontinue or revise any and all aspects of the Service or any of the information products on the Service at its sole discretion and without prior notice.
3. In no event shall Smith’s Research & Gradings be liable for any damages caused by the inability of the Subscriber to access the Service as a result of network or server downtime, transmission problems or otherwise. Smith’s Research & Gradings does not guarantee the uptime of the Services.
4. COPYRIGHT. All information available through the Service is protected by copyright or other intellectual property laws. You may display and print information obtained through the Service solely for your own personal, non-commercial use. You may not reproduce, retransmit, distribute, store in a retrieval device, disseminate, sell, publish, broadcast or circulate the information obtained through the Service to anyone, without the express written consent of Smith’s Research & Gradings. You agree to keep your unique password and userid to yourself, for your own business use. Any sharing of your password and userid is strictly prohibited by this agreement, and could result in the termination of your subscription and further legal actions as provided and protected by United States copyright laws. You agree not to use any information obtained through the Service for any unlawful or unauthorized purpose.
5. THIRD PARTY PROVIDERS. All third party information available through the Service is protected by copyright or other intellectual property laws. You may display, print and transmit information obtained through the Service only for your own personal, non-commercial use. You may not reproduce, retransmit, distribute, store in a retrievable device, disseminate, sell, publish, broadcast or circulate the information obtained through the Service without the express written consent of Smith’s Research & Gradings.
6. Third party providers of news on the Service are not responsible for any delay in your receipt of the licensed information resulting from the inherent limitations of the internet transmission via the World Wide Web. Due to the number of sources from which the licensed information is obtained, and the inherent hazards of electronic distribution, there may be delays, omissions or inaccuracies in the licensed information. The licensed information is provided "as is", without any warranties. Third party news providers and their affiliates, agents and licensors cannot and do not warrant the accuracy, completeness, currentness, timeliness, no infringement, title, merchantability or fitness for a particular purpose of the licensed information, and they hereby disclaim any such express or implied warranties. Neither the third-party providers nor any of their affiliates, agents or licensors shall be liable to you or anyone else for any loss or injury, other than death or personal injury resulting directly from use of the licensed information, caused in whole or part by its negligence of contingencies beyond its control in procuring, compiling, interpreting, reporting or delivering the licensed information. In no event will third-party providers, their affiliates, agents or licensors be liable to you or anyone else for any decision made or action taken by you in reliance on such licensed information. The third-party providers and their affiliates, agents and licensors shall not be liable to you or anyone else for any damages (including, without limitation, consequential, special, incidental, indirect or similar damages), other than direct damages, even if advised of the possibility of such damages. Because some states or jurisdictions do not allow the exclusion or limitation of liability for damages or the exclusion of certain types of warranties, parts or all of the above limitation my not apply to you.
7. NETWORK SECURITY. Violations of this agreement include, but are not limited to, any attempt to avoid user authentication or security of any host, network or account. This includes accessing content that is not intended for visitors and logging into an account you are not expressly permitted to access. Attempting to force a denial of service by email bombing, packet spoofing or ping flooding, among other measures, is strictly prohibited. You are forbidden to perform any kind of network monitoring, including probing the security of networks or attempting to intercept data not intended for you.
8. Because of the possibility of human or mechanical error by Smith’s Research & Gradings or its licensors, neither Smith’s Research & Gradings nor any of its licensors guarantee the accuracy, adequacy, completeness, currentness or noninfringement of the service or any information on the service and are not responsible for any errors or omissions, for the results obtained from the use of the service or such information, or for delays or interruptions in the service. There are no express or implied warranties including, without limitation, warranties of merchantability or fitness for a particular purpose or use with respect to the service or any information available through the service. In no event will Smith’s Research & Gradings or any of its licensors be liable for damages, direct, indirect, special or consequential (including lost profits) in connection with the use of the service, even if notified of the possibility of such damages. The sole remedy of subscribers to the service in the event of a breach of this agreement by Smith’s Research & Gradings shall be to terminate this agreement and obtain a refund of a pro-rata portion of any prepaid subscription fees based on the date of termination. The provisions of this section 5 will survive any termination of this agreement.
9. Each Subscriber is responsible for all charges incurred and all statements, which are made while such Subscriber’s Password or Username is being used. Each Subscriber is responsible for sales, use or similar taxes relating to the use of Smith’s Research & Gradings accessed through such Subscriber’s Password or Username. All fees and other charges will be billed on an annual or other basis, as indicated on the Service, to the Subscriber.
10. This Agreement is personal to you and you may not assign any of your rights or obligations under this Agreement to anyone. The Agreement constitutes the entire agreement between you and Smith’s Research & Gradings with respect to the Service and may be amended by notice by Smith’s Research & Gradings given on the Service as herein provided. Smith’s Research & Gradings is a wholly-owned subsidiary of TMS Holdings Inc. This Agreement shall be governed in all respects in accordance with the laws of the United States of America and New York State governing contracts to be wholly entered into and performed within New York State. The courts sitting in the State of New York, Federal and State, shall have exclusive jurisdiction of any dispute arising under this Agreement.
Notice may be given by Smith’s Research & Gradings through the Service including, without limitation, via e-mail or posting for access under "Agreement" on the home page or by mail to the last address given by the Subscriber to Smith’s Research & Gradings. Notice by a Subscriber shall be given to Smith’s Research & Gradings by e-mail to smiths@smithsresearch.net, by fax to (571) 299-3261 or by mail to Smith’s Research & Gradings, 10001 Georgetown Pike, P.O. Box 1195, Great Falls, VA 22066. Notices shall be deemed given when posted on the Service or on the recipient’s e-mail or when received if sent by facsimile or mail.
NOTICE TO CONFERENCE REGISTRANTS
(1) Cancellations
Registration cancellations are subject to a $100 service fee. Cancellations will be accepted up to 30 days prior to the Conference in order to receive a refund. Cancellations after the 30 day cut-off will receive a registration credit toward a future SMITH’s conference program. Credits will be issued at the original registration rate and will be valid for 12 months. Registration credit requests must be received by the last day of the conference.

(2) Substitutions
Substitutions from your company will be accepted any time prior to the conference.

(3) Program Cancellation
In the event that Smith’s Research & Gradings cancels a scheduled program, all registrants will be notified in writing. Registration fees will be refunded. In the event that a conference is cancelled, Smith’s Research & Gradings cannot be held liable for non-refundable transportation costs. In the case of inclement weather, or acts of God, if the seminar takes place, the registration is not refundable.

NOTICE REGARDING THE PURCHASE OF FLASH REPORTS AND CREDIT REPORTS
(1) Credit Card and Debit Card Registration: When a registered User’s use of the Smith’s Research & Gradings Store incurs charges, User will be asked to submit User’s credit card or debit card information so that such charges can be billed to User’s account via Smith’s Research & Grading’s payment processing service provider. Such activities will be subject to the then-current terms set forth by Smith’s Research & Gradings payment processing service provider. Without a valid credit card or debit card, and User’s compliance with such terms, User will not be permitted to use the Smith’s Research & Gradings Store in any manner that incurs charges. If requested by User, Smith’s Research & Gradings may store the credit card or debit card information that User submits to Smith’s Research & Gradings for use in connection with charges incurred during User’s future visits to the Smith’s Research & Gradings Store.

(2) Permitted Uses:
In User’s use of the Smith’s Research & Grading’s Store, User may:

(i) Display the Content on the screen of a terminal and print one copy for User's individual use; and

(ii) Download reasonable portions of the Content for User's individual use;

User shall include the existing copyright notices and trademarks whenever reproducing, printing or downloading any portion of the Content. User shall make no other use of the trademarks of Smith’s Research & Grading’s, its Licensors, or its Content Providers, as defined below. (a) User shall pay Smith’s Research & Gradings for the Service and Content the fees shown to User from time to time when using the Service and Content, subject to the credit card provisions set forth in Section (1) above. Smith’s Research & Grading’s reserves the right to terminate this Agreement at any time without prior notice for failure to pay, and the right to require that User prepay any fees incurred. Overdue amounts shall bear interest at a rate of 1.5% per month, but no greater than the maximum permitted by law.

(3) User is responsible for all sales, use, property or similar taxes and all customs, VAT, tariffs, duties or similar import fees applicable to User’s use of the Smith’s Research & Grading’s Store (collectively, "Taxes") and all attorney’s and service fees resulting from collections of overdue fees and Taxes.

(4) All purchases of Grading Flash Reports and Credit Reports from the Smith’s Research & Grading’s Store are final. If User is in any doubt about any transaction User enters into through the Smith’s Research & Grading’s Store, User should contact Smith’s Research & Grading’s before clicking on the purchase button on the Smith’s Research & Grading’s Store’s final checkout screen. If User feels that an error has occurred in any transaction User enters into through the Smith’s Research & Grading’s Store, User should contact Smith’s Research & Grading’s to discuss the problem with a member of Smith’s Research & Grading’s customer service team.