The terms and conditions set forth below shall govern the use of any information, content and/or data provided by ALM Media, LLC and its affiliated companies (collectively, "ALM") to you ("you or "Licensee") solely in connection with a subscription to use ALM Legal Intelligence ("ALI") and/or RivalEdge (collectively, the "Licensed Materials"). The terms and conditions set forth herein shall govern any use of the Licensed Materials, including during any initial period (free or paid) or Subscription Period (as defined below).
Grant. Licensee is granted a non-exclusive, non-transferable, limited license to access the Licensed Materials. The Licensed Materials consist of various ALM -owned reports, databases, services, functions and remotely accessed gateways (collectively "Features") that may change from time to time. Access to certain Features may be restricted. Licensee is granted the right to use data made available via the Licensed Materials ("Data", which includes "Downloaded Data" as defined below) solely in the regular course of legal and other research and related work. Except as otherwise provided with respect to certain Data, the license includes the right to download and temporarily store insubstantial portions of Data ("Downloaded Data") to a storage device under Licensee's exclusive control solely (i) to display internally such Downloaded Data and (ii) to quote and excerpt from such Downloaded Data (appropriately cited and credited) by electronic cutting and pasting or other means in work product created by Licensee in the regular course of its research and work. Licensee may also create printouts of Data for internal use. Direct external transmission of electronic copies by Licensee is prohibited, except as provided in the electronic brief terms of paragraph 3 herein.
Limitations. Licensee may not copy, download, store, publish, transmit, transfer, sell of otherwise use the Data, or any portion of the Data, in any form or by any means, except (i) as expressly permitted by this Agreement, (ii) with ALM's prior written permission, or (iii) if not expressly prohibited by this Agreement or as allowed under the fair use provision of the Copyright Act (17 U.S.C.A. 107). Downloaded Data shall not be stored or used in an archival database or other searchable database except as expressly permitted by this Agreement or as quoted in Licensee's work product. Licensee shall not sell, license or distribute Data (including printouts and Downloaded Data) to third parties or use Data as a component of or as a basis for any material offered for sale or license.
Rights in Data. Except for the license granted in this Agreement, all rights, title and interest in Data, in all languages, formats and media throughout the world, including all copyrights are and will continue to be exclusive property of ALM.
2. Charges and Modification of Charges. The charges payable by Licensee for access to the Licensed Materials ("Subscription Charges") shall be determined by the length of the subscription period elected by Licensee or as otherwise agreed upon in writing by the parties ("Subscription Period"). The Subscription Charges may be modified upon at least 30 days prior notice to Licensee in writing or online. The Subscription Charges are exclusive of sales, use; value added tax (VAT) or equivalent, ad valorem, personal property and other taxes, which are the responsibility of Licensee. Licensee will pay all invoices in full within 30 days of receipt. If full payment is not made, Licensee may be charged up to the maximum local interest on any unpaid balance. Notwithstanding anything set forth to the contrary set forth herein, failure of Licensee to pay all invoices in full within 30 days of receipt shall be a basis for ALM to terminate this Agreement and Licensee's subscription immediately, with no prior notice. <
3. Licensed Materials. The Licensed Materials are accessed via an internet-based service that provides access to ALI and Rival Edge. ALM grants Licensee a non-exclusive, non-transferable, limited license to use the Licensed Materials (including all versions and updates). Licensee may not reverse engineer, decompile, disassemble or otherwise attempt to discern the source code of the components of the Licensed Materials nor may Licensee reproduce all or any portion of the components of the Licensed Materials. Licensee may use Data cached in Licensee's local disk drive solely in support of its use of the Licensed Materials. Certain software used by Licensee may not be capable of supporting the Licensed Materials. The performance of the Licensed Materials varies with the manufacturers' equipment with which it is used.
4. Disclaimer of Warranties and Limitation of Liability. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, ANY SCHEDULE OR LICENSE AGREEMENT, ALI AND/OR RIVALEDGE FEATURES, DATA AND SUBSCRIPTIONS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICLAR PURPOSE, ACCURACY, OMMISSIONS, COMPLETENESS, CURRENTNESS AND DELAYS. LICENSEE'S EXCLUSIVE REMEDY AND ALM'S, ITS AFFILIATES AND/OR CONTRIBUTORS' ENTIRE LIABILITY UNDER THIS AGREEMENT, IF ANY, FOR ANY CLAIM(S) FOR DAMAGES RELATING TO ALI AND/OR RIVALEDGE, FEATURES, DATA, OR SUBSCRIPTIONS WHICH ARE MADE AGAINST THEM, INDIVIDUALLY OR JOINTLY, WHETHER BASED IN CONTRACT OR NEGLIGENCE, SHALL BE LIMITED TO THE AGGREGATE AMOUNT OF SUBSCRIPTION CHARGES PAID BY LICENSEE RELATIVE TO THE SPECIFIC FEATURE (I.E., DATABASE, SERVICE, FUNCTION OR GATEWAY), OR AS APPLICABLE, WHICH IS THE BASIS OF THE CLAIM(S) DURING THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL ALM, ITS AFFILIATES AND/OR CONTRIBUTORS BE LIABLE TO LICENSEE FOR ANY CLAIM(S) RELATING IN ANY WAY TO (i) LICENSEE'S INABILITY OR FAILURE TO PERFORM RESEARCH OR RELATED WORK OR TO PERFORM SUCH RESEARCH OR WORK PROPERLY OR COMPLETELY, EVEN IF ASSISTED BY ALM, ITS AFFILIATES OR CONTRIBUTORS, OR ANY DECISION MADE OR ACTION TAKEN BY SUBSCRIBER IN RELIANCE UPON DATA, (ii) ANY LOST PROFITS OR OTHER CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES RELATING IN WHOLE OR IN PART TO LICENSEE'S RIGHTS UNDER THIS AGREEMENT OR USE OF, OR INABILITY TO USE THE LICENSED MATERIALS, FEATURES, DATA, SOFTWARE OR SUBSCRIPTIONS, EVEN IF ALM, ITS AFFILIATES AND/OR CONTRIBUTORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (iii) THE PROCURING, COMPILING, INTERPRETING, EDITION, WRITING, REPORTING, OR DELIVERING DATA. NEITHER ALM NOR CONTRIBUTORS MAKE ANY WARRANTY THAT ACCESS TO THE LICENSED MATERIALS WILL BE UNINTERRUPTED, SECURE, COMPLETE OR ERROR FREE, NOR DOES ALM MAKE ANY WARRANTY AS TO THE LIFE OF ANY OF THE LICENSED MATERIALS OR A SUBSCRIPTION TO SUCH LICENSED MATERIALS. LICENSEE ACKNOWLEDGES THAT PROVISION OF ALM ENTAILS THE LIKELIHOOD OF SOME HUMAN AND MACHINE ERRORS, DELAYS, INTERRUPTIONS AND LOSSES, INCLUDING THE INADVERTENT LOSS OF DATA OR DAMAGE TO MEDIA.
5. Responsibility for Certain Matters. Licensee is responsible for notifying ALM in writing of persons to whom passwords are to be issued or from whom passwords are to be revoked in connection with any subscription to access the Licensed Materials (an "Authorized User"). Licensee is solely responsible for maintaining security of its Authorized User passwords. Licensee is also responsible for all access to and use of the Licensed Materials by Licensee's Authorized User passwords, whether or not Licensee has knowledge of or authorizes such access and use. Authorized User passwords are non-transferable.
6. Limitation of Claims. Except of claims relating to Subscription Charges or improper use of the Licensed Materials, no claim regardless of form, which in any way arise out of this Agreement may be made, such claim brought, under this Agreement more than one year after the basis for the claim becomes known to the party desiring to assert it.
7. Term and Termination. This Agreement will become effective upon approval and acceptance by ALM and will continue in force until terminated by either party upon at least 30 days prior written notice of termination to the other party; provided, however, that this Agreement may not be terminated prior to one year after the date Licensee first accesses the Licensed Materials. Notwithstanding the foregoing, (i) ALM may terminate this Agreement immediately upon giving written notice of termination to Licensee if Licensee commits a material breach of any obligation to ALM under any other agreement between the parties; (ii) Licensee may terminate this Agreement immediately upon giving written notice of termination of ALM after receiving notice of an amendment (as permitted under paragraph 8) which contains new terms that materially after the terms of this Agreement and are unacceptable to Licensee, and (iii) either party may terminate this Agreement immediately upon giving written notice of termination to the other party if the other party commits a material breach of this Agreement.
8. General Provision. This Agreement will be governed by and construed under the law of the state of New York, without regard to conflicts of law provisions. The parties agree that the state and federal courts sitting in New York will have exclusive jurisdiction over any claim arising out of this Agreement and each party consents to the exclusive jurisdiction of such courts. Neither this Agreement nor any part or portion may be assigned, sublicensed or otherwise transferred by Licensee without ALM's prior written consent. Should any provision of this Agreement be held to be void, unenforceable or illegal by a court, the validity and enforceability of the other provisions will not be affected thereby. Failure of any party to enforce any provision of this Agreement will not constitute or be construed as a waiver of such provision or of the right to enforce such provision. The headings and captions contained in this Agreement are inserted for convenience only and do not constitute a part of the Agreement.
Effect of Agreement. This Agreement (which includes all current and future amendments, and license agreements and the like) embodies the entire understanding between the parties with respect to the subject matter of this Agreement and supersedes any and all prior understandings and agreements, oral or written relating to the subject matter. Except as otherwise provided in this Agreement, ALM may amend the terms and conditions of this Agreement by giving Licensee at least 30 days prior written or online notice. Any other amendment must be in writing and signed by both parties.
Force Majeure. The Licensed Materials performance under this Agreement is subject to interruption and delay due to causes beyond its reasonable control, such as acts of God, acts of any government, war or other hostility, civil disorder, the elements, fire, explosion, power failure, equipment failure, industrial or labor dispute, inability to obtain necessary supplies and the like.
Notices. Except as otherwise provided herein, all notices must be in writing to ALM at 120 Broadway, 5th floor, New York, NY 10271-1101. Attention: Josh Orenstein, GM, ALM.