License to Mergr Data. Subject to all terms and conditions in the Agreement, Mergr, Inc. (“Mergr”) grants to Licensee a nonexclusive, nontransferable, nonsublicensable, limited license to use Mergr data described in your Order Form, and all other documentation and materials provided by Mergr (collectively, “Mergr Data”) solely as specifically set forth in your Order Form and as further limited by these Data Access Terms and Conditions (the “Terms”). Licensee may not download or use Mergr Data for any other purpose without Mergr's prior written consent. Mergr shall not be liable for any (i) modifications to Mergr Data other than by Mergr, (ii) combination of Mergr Data with any other data, information, or other materials, or (iii) use of Mergr Data in any manner not expressly permitted by Mergr hereunder.
Restrictions. Except as expressly and unambiguously authorized in your Order Form, Licensee may not (and will not permit or assist any third party to) (i) sell, rent, lease, loan, license, reproduce, modify, transfer, assign, sublicense, display, publish, distribute, disassemble, reverse engineer or decompile (except to the limited extent expressly authorized by applicable statutory law) any part of Mergr Data, (ii) otherwise use Mergr Data on behalf of any third party, (iii) use Mergr Data in any infringing, defamatory, harmful, fraudulent, illegal, deceptive, threatening, harassing, or obscene way, or (iv) disclose the terms and conditions of the Order Form or this Agreement (including, without limitation, pricing terms) to any third party. This Agreement does not include any right for Licensee to use any trademark, service mark, trade name or any other mark of Mergr or any other party or licensor. No rights or licenses are granted except as expressly and unambiguously set forth herein.
Proprietary Rights. As between Mergr and Licensee, Mergr Data and all intellectual property rights in and to Mergr Data are and shall at all times remain the sole and exclusive property of Mergr and are protected by applicable intellectual property laws and treaties. Except for the licenses expressly granted hereunder, Mergr reserves all right, title and interest that it may have in Mergr Data.
Payment. Licensee agrees to pay all applicable Fees set forth in each applicable Order Form in accordance with the schedule, and in the manner specified, on such Order Form. All fees shall be non-refundable, and payable in US dollars on the date they come due. Mergr may disable access to Mergr Data in the event of a failure to pay.
Licensee Responsibility. Licensee agrees that Mergr shall have no liability whatsoever for (i) any use Licensee makes of Mergr Data or (ii) Licensee’s products or services that interact with or otherwise use any part of Mergr Data. Licensee shall indemnify and hold harmless Mergr from any and all claims, damages, liabilities, costs and fees (including reasonable attorneys’ fees) arising from (i) or (ii) above or for any breach of this Agreement and/or unauthorized use or disclosure of Mergr confidential information.
Warranty Disclaimer. The parties acknowledge that Mergr Data and any services are provided “AS IS.” MERGR AND ITS LICENSORS DISCLAIM ALL WARRANTIES RELATING TO MERGR DATA OR ANY SERVICES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES AGAINST INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Limitation of Liability. MERGR AND ITS LICENSORS SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR THE TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY (A) FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, OR (B) FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF REVENUES AND LOSS OF PROFITS OR (C) FOR ANY AMOUNT IN THE AGGREGATE OF THE AMOUNT PAID OR PAYABLE BY LICENSEE UNDER SECTION 5 (PROVIDED THAT, IF NO AMOUNTS HAVE BEEN PAID, SUCH CAP SHALL BE FIVE HUNDRED DOLLARS (US$500.00)).
Termination. This Agreement shall continue until the expiration of the Term specified in your Order Form or earlier terminated as set forth in this section. Either party may terminate this Agreement at any time in the event (a) of a material breach by the other party which remains uncured after ten (10) days written notice thereof, or (b) the other party ceases to do business without a successor, is the subject of any proceeding related to its liquidation or insolvency (whether voluntary or involuntary) that is not dismissed within ninety (90) calendar days, or makes an assignment for the benefit of creditors. Upon any termination or expiration of the Agreement (or the Order Form), all licenses granted to Licensee hereunder shall also terminate. Upon expiration or any termination of this Agreement for any reason, Licensee shall destroy and remove from all computers, hard drives, networks, and other storage media all copies of Mergr Data, and an employee of Licensee shall so confirm to Mergr that such actions have occurred within ten (10) days following such expiration or termination.
General. This Agreement shall be governed by and construed under the laws of the State of Delaware without giving effect to the principles of conflicts of law and without application of the UN Convention on Contracts for the International Sale of Goods. The prevailing party in any action arising out of this Agreement shall be entitled to an award of its costs and attorneys’ fees. No waiver of rights under this Agreement by either party shall constitute a subsequent waiver of any right under this Agreement and all waivers must be in writing. In the event that any term of this Agreement is held by a court to be unenforceable, such provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. Licensee agrees that Mergr is not responsible for anything resulting from events beyond Mergr's reasonable control, including, but not limited to, acts of God, war, insurrection, riots, terrorism, crime, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, failure or shortage of infrastructure, or shortage of materials. Mergr shall have the right to freely assign or otherwise transfer this Agreement (in whole or part). All notices required or permitted under this Agreement will be in writing and will be sent (i) if to Mergr: email@example.com, and if Licensee: such address as Licensee provides to Mergr on registering for access to Mergr Data. This Agreement is the complete agreement between the parties hereto concerning the subject matter of this Agreement and replaces any prior oral or written communications between the parties with respect thereto. This Agreement may only be modified by a written document executed by the parties hereto.