Thanks for your interest in the free downloadable Small Cap Directory Search Widget!

SmallCapDirectory.com (“SCD”) is a wholly-owned subsidiary of integritymessageboards.com, LLC.

Software License Agreement

This Software License Agreement ("Agreement") is an agreement between the end-user (“you”) and Small Cap Directory (“SCD”) that sets forth your rights and obligations with respect to the download and use of SCD Search Software (the “Software”).

By clicking the "I Agree" button below and downloading the free Small Cap Directory Search Software application (“SCD Search Software”), you agree to these software license terms (the “Software License”) that supplement the Small Cap Directory Terms of Service (“TOS”) located at http://www.smallcapdirectory.com/Terms.aspx.

If you disagree with any of the terms below, Small Cap Directory does not grant you a license to use the SCD search tool. Click the “I Disagree” button to return to the home page.

Your registration data, and certain other information about you, is subject to our Privacy Policy. For more information, see our full privacy policy at http://www.smallcapdirectory.com/Privacy.aspx.

SCD reserves the right to update and change, from time to time, this Software License and all documents incorporated by reference. You can always find the most recent version of this Software License at http://www.smallcapdirectory.com/SoftwareLicense.aspx. SCD may change this Software License by posting a new version without notice to you. Use of the SCD Search Software after such change constitutes acceptance of such changes.


1. Licensed Uses and Restrictions.

The SCD Search Software is owned by Small Cap Directory and is licensed to you on a worldwide (except as limited below), non-exclusive, non-sublicenseable basis on the terms and conditions set forth herein. These Terms of Use define legal use of the SCD Search Software, all updates, revisions, substitutions, and any copies of the SCD Search Software made by or for you. All rights not expressly granted to you are reserved by Small Cap Directory. By accepting the terms of this Agreement, you represent to SCD and its affiliates (collectively, “The Company”) that you are at least 18 years old.

a. Subject to the restrictions set forth in these Terms of Use, YOU MAY use the SCD Search Software and any updates provided by Small Cap Directory (in its sole discretion) for your own commercial and/or noncommercial use or benefit. You may choose to download a version of our SCD Search Software that immediately directs your site users to a search results pages housed on our site, SmallCapDirectory.com. Alternatively you may choose to download a version of our SCD Search Software that displays a list of Small Cap Directory search results on your website, in which case your site user would remain on your site unless and until he or she clicked on a link to an individual company profile housed on SmallCapDirectory.com. If you choose the version that displays the list of search results on your website, you may elect, at your option and discretion, to monetize these pages by selling advertising around the content we provide, subject to the restrictions defined herein, with particular emphasis on subsection 1.b. below. Your license to the SCD Search Software under these Terms of Use continues until it is terminated by either party. You may terminate the license by discontinuing use of all or any of the SCD Search Software. Small Cap Directory may terminate the license at any time for any reason. These Terms of Use terminate automatically if (i) you violate any term of these Terms of Use, (ii) Small Cap Directory publicly posts a written notice of termination on Small Cap Directory's Web site, (iii) Small Cap Directory sends a written notice of termination to you, or (iv) Small Cap Directory ceases providing access to the SCD Search Software to you.

 

b. YOU WILL NOT:

(i) use the SCD Search Software in connection with or to promote any products, services, or materials that constitute, promote or are used for the purpose of dealing in: spyware, adware, or other malicious programs or code, counterfeit goods, items subject to US embargo, hate materials (e.g. Nazi memorabilia), goods made from protected animal/plant species, recalled goods, hacking/surveillance/interception/descrambling equipment, cigarettes, illegal drugs and paraphernalia, unlicensed sale of prescription drugs and medical devices, pornography, prostitution, body parts and bodily fluids, stolen products and items used for theft, fireworks, explosives, and hazardous materials, government IDs, police items, unlicensed trade or dealing in stocks and securities, gambling items, professional services regulated by state licensing regimes, non-transferable items such as airline tickets or event tickets, non-packaged food items, weapons and weapon accessories;

 

(ii) use the SCD Search Software in any manner or for any purpose that violates any law or regulation, any right of any person, including but not limited to intellectual property rights, rights of privacy, or rights of personality, or in any manner inconsistent with the Small Cap Directory TOS or these Terms of Use;

 

(iii) sell, lease, or sublicense the SCD Search Software or access thereto or derive income from the use or provision of the SCD Search Software, whether for direct commercial or monetary gain or otherwise, without Small Cap Directory's prior, express, written permission [selling ad inventory on the same page where SCD results are displayed is subject to the exception defined in 1.a above]; or

 

(iv) use the SCD Search Software in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with the Small Cap Directory Search Softare documentation, as determined by Small Cap Directory in its sole discretion.

 

(v) sell, rent, assign, lease, transfer, reproduce, perform, modify, translate, allow third party access to, unbundle, make derivative works of, make improvements of, or distribute any code included as part of the SCD Search Software or any of its components or any content contained therein, including, without limitation advertisements or search links that may be included in the SCD Search Software. In addition, You will not change, alter, revise, decompile, disassemble, reverse-assemble or otherwise reverse engineer the SCD Search Software or any portion of the SCD Search Software for any purpose.

2. Ownership and Relationship of Parties

The SCD Search Software is protected by copyrights, trademarks, service marks, international treaties, and/or other proprietary rights and laws of the U.S. and other countries. You agree to abide by all applicable proprietary rights laws and other laws, as well as any additional copyright notices or restrictions contained in this Software License and in the TOS. SCD and SCD's Licensors own all rights, title, and interest in and to their applicable contributions to the SCD Search Software. This Software License grants you no right, title, or interest in any intellectual property owned or licensed by SCD, including (but not limited to) the SCD Search Software and SCD trademarks, and creates no relationship between yourself and SCD's Licensors, or between you and SCD other than that of SCD to licensee.


3. Support and Software Updates

SCD may elect to provide you with customer support and/or software upgrades, enhancements, or modifications for the SCD Search Software (collectively, "Support"), in its sole discretion, and may terminate such Support at any time without notice to you. SCD may change, suspend, or discontinue any aspect of the SCD Search Software at any time, including the availability of any SCD Search Software feature, database, or content. SCD may also impose limits on certain features and services or restrict your access to parts or all of the SCD Search Software or the SCD web site without notice or liability.


4. Fees and Payments

SCD reserves the right to charge fees for future use of or access to the SCD Search Software or the SCD services and web sites (collectively, “SCD Search Software Services”) in SCD's sole discretion. If SCD decides to charge for the SCD Search Software Services, such charges will be disclosed to you prior to any such action and you will not be charged without your express agreement.


5. Disclaimer of Warranties by SCD

USE OF THE SCD SEARCH SOFTWARE AND ANY WEB PAGES OR DATA ACCESSED THROUGH THE SCD SEARCH SOFTWARE IS AT YOUR SOLE RISK.

ANY MATERIAL OR SERVICE DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SCD SOFTWARE IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD AND/OR USE OF ANY SUCH MATERIAL OR SERVICE.

SCD, ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, AND ASSIGNS (COLLECTIVELY, "SCD ENTITIES") AND SCD LICENSORS DO NOT REPRESENT THAT THE SCD SEARCH SOFTWARE OR ANY DATA ACCESSED THEREFROM IS APPROPRIATE OR AVAILABLE FOR USE OUTSIDE THE UNITED STATES.

THE SCD ENTITIES AND SCD LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SCD SEARCH SOFTWARE AND ANY DATA ACCESSED THEREFROM, OR THE ACCURACY, TIMELINESS, COMPLETENESS, OR ADEQUACY OF THE SCD SEARCH SOFTWARE AND ANY DATA ACCESSED THEREFROM, INCLUDING THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

THE SCD SEARCH SOFTWARE IS NOT DESIGNED, INTENDED OR LICENSED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS, INCLUDING WITHOUT LIMITATION, THE DESIGN, CONSTRUCTION, MAINTENANCE OR OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, AND LIFE SUPPORT OR WEAPONS SYSTEMS. SCD SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR SUCH PURPOSES.

IF THE SCD SEARCH SOFTWARE OR ANY DATA ACCESSED THEREFROM PROVES DEFECTIVE, YOU (AND NOT THE SCD ENTITIES OR THE SCD LICENSORS) ASSUME THE ENTIRE COST OF ALL REPAIR OR INJURY OF ANY KIND, EVEN IF THE SCD ENTITIES OR SCD LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH A DEFECT OR DAMAGES. SOME JURISDICTIONS DO NOT ALLOW RESTRICTIONS ON IMPLIED WARRANTIES SO SOME OF THESE LIMITATIONS MAY NOT APPLY TO YOU.


6. Limitation of Liability

THE SCD ENTITIES AND SCD LICENSORS WILL NOT BE LIABLE TO YOU FOR CLAIMS AND LIABILITIES OF ANY KIND ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF THE SCD SEARCH SOFTWARE BY YOURSELF OR BY THIRD PARTIES, TO THE USE OR NON-USE OF ANY BROKERAGE FIRM OR DEALER, OR TO THE SALE OR PURCHASE OF ANY SECURITY, WHETHER SUCH CLAIMS AND LIABILITIES ARE BASED ON ANY LEGAL OR EQUITABLE THEORY.

THE SCD ENTITIES AND SCD LICENSORS ARE NOT LIABLE TO YOU FOR ANY AND ALL DIRECT, INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO ANY THIRD-PARTY SOFTWARE, ANY DATA ACCESSED THROUGH THE SCD SEARCH SOFTWARE, YOUR USE OR INABILITY TO USE OR ACCESS THE SCD SEARCH SOFTWARE, OR ANY DATA PROVIDED THROUGH THE SCD SEARCH SOFTWARE, WHETHER SUCH DAMAGE CLAIMS ARE BROUGHT UNDER ANY THEORY OF LAW OR EQUITY. DAMAGES EXCLUDED BY THIS CLAUSE INCLUDE, WITHOUT LIMITATION, THOSE FOR LOSS OF BUSINESS PROFITS, INJURY TO PERSON OR PROPERTY, BUSINESS INTERRUPTION, LOSS OF BUSINESS OR PERSONAL INFORMATION. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THIS RESTRICTION MAY NOT APPLY TO YOU.

INFORMATION PROVIDED THROUGH THE SCD SEARCH SOFTWARE, INCLUDING STOCK QUOTES, ANALYSIS, MARKET INFORMATION, NEWS, AND FINANCIAL DATA, MAY BE DELAYED, INACCURATE, OR CONTAIN ERRORS OR OMISSIONS, AND THE SCD ENTITIES AND SCD LICENSORS WILL HAVE NO LIABILITY WITH RESPECT THERETO. SCD MAY CHANGE OR DISCONTINUE ANY ASPECT OR FEATURE OF THE SCD SEARCH SOFTWARE OR THE USE OF ALL OR ANY FEATURES OR TECHNOLOGY IN THE SCD SEARCH SOFTWARE AT ANY TIME WITHOUT PRIOR NOTICE TO YOU, INCLUDING, BUT NOT LIMITED TO, CONTENT, HOURS OF AVAILABILITY.


7. Indemnification

You agree to indemnify and hold the SCD Entities harmless from any claim or demand, including reasonable attorneys' fees, made by any third party in connection with or arising out of your use of the SCD Search Software, your violation of any terms or conditions of this Software License, your violation of applicable laws, or your violation of any rights of another person or entity.


8. Government End Users

If the SCD Search Software and related documentation are supplied to or purchased by or on behalf of the United States Government, then the SCD Search Software is deemed to be "commercial software" as that term is used in the Federal Acquisition Regulation system. Rights of the United States shall not exceed the minimum rights set forth in FAR 52.227-19 for "restricted computer software." All other terms and conditions of this Software License apply.


9. Controlling Law

This Software License and the relationship between you and SCD is governed by the laws of the State of Georgia without regard to its conflict of law provisions. You and SCD agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Fulton, Georgia. The United Nations Convention on the International Sale of Goods does not apply to this Software License.


10. No General Waiver; Severability

The failure of SCD to exercise or enforce any right or provision of this Software License shall not constitute a waiver of such right or provision. If any provision of this Software License is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Software License remain in full force and effect.


11. Complete Agreement

This Software License and the TOS constitute the entire understanding between the parties respecting use of the SCD Search Software, superseding all prior agreements between you and SCD. In the event of any conflict between the terms and conditions of this Software License and those in the TOS, the terms and conditions of this Software License will control, except to the extent that the TOS impose additional restrictions and liabilities on your actions. In the event of a conflict between the terms of this Software License and the TOS, this Software License will control to the extent of such conflict.


12. Surviving Provisions

Sections 1.b, 2, and 4 through 12, will survive any termination of this Agreement.

The foregoing is a software license agreement with Small Cap Directory. When you download the Small Cap Directory Search Widget you are consenting to be bound by and become a part to this agreement.