AUS Consultants Inc., D/B/A IPSCIO (“IPSCIO”), agrees to grant its users (“YOU”) the license for data records (“DATA”) you have access through its website, subject to the following terms and conditions:
1. Term. The term (the “Term”) of this license (“License”) begins on the date you created your account and clicked “I ACCEPT IPSCIO’s License Agreement”, and shall continue until terminated in accordance with this Section. YOU may terminate this license agreement by terminating your IPSCIO account and destroying all DATA previously downloaded, printed or stored in any other format outside IPSCIO websites. The termination of your account does not terminate this license until all DATA has been destroyed. Additionally, either party may terminate this License for breach by the other party by providing at least thirty (30) days advance written notice to the other party describing the breach, provided the breach is not cured within such thirty (30) day period. In the event of termination of this License for any reason: (a) You shall pay IPSCIO all fees payable under this License through the effective date of termination: (b) Your rights in and to the DATA pursuant to Section 3 below shall terminate, and all information and materials licensed pursuant thereto shall be destroyed by YOU within ten (10) days of the effective date of termination; and (c) all provisions of this License which by their nature or express terms are to survive shall so survive, and all remaining rights and obligations shall terminate.
2. Confidentiality. You agree that the Data is the confidential information of IPSCIO. You agree not to disclose or authorize access to the Data to any person outside your organization. You shall hold the Data in strict confidence and shall protect such Data using the same degree of care that You exercise with respect to Your own confidential or proprietary information, but in no event less than a reasonable standard of care. Should You be required to disclose the Data by order of a governmental agency, legislative body, or court of competent jurisdiction, or to comply with a legally required reporting obligation or associated audit requirements (“Required Disclosures”), You shall promptly notify IPSCIO thereof. If IPSCIO decides in its sole discretion to contest the disclosure, it shall notify you within five (5) business days of Your request and You shall reasonably cooperate with IPSCIO (at the expense of IPSCIO) in contesting such disclosure. If IPSCIO decides in its sole discretion to permit the disclosure subject to certain conditions or limitations, it shall notify you within five (5) business days of Your request and You shall comply with those conditions and limitations. If after any contest, disclosure is still required, or if IPSCIO fails to notify You within five (5) business days of Your request that it desires to contest the disclosure, then You may disclose the Data provided You only disclose such portion of the Data as is required to comply with the applicable legal obligations. Additionally, You shall request confidential treatment of all disclosed Data from the recipient thereof. You acknowledge and agree that any unauthorized disclosure, distribution, reproduction or use of the Data would cause irreparable harm and entitle IPSCIO to immediate injunctive relief without the necessity of posting a bond.
3. License. IPSCIO hereby grants to You a non-exclusive, non-transferable, non-sublicenseable license, for the Term, and subject to the terms and conditions, of this License, to use the Data for Your internal business purposes and any Required Disclosures to the extent permitted by Section 2 above. IPSCIO reserves the right to update and/or modify the Data at any time. Except as IPSCIO may permit in advance in writing, You shall not: (a) disclose or distribute the Data to any third party; (b) copy, reproduce or replicate the Data, with the exception of one (1) electronic copy which may be made for backup purposes; or (c) reverse engineer, decompile or otherwise decode any portion of the Data; nor market, license or sell any derivative work based thereon.
4. Ownership and Use of Data. IPSCIO owns, and shall retain ownership of, all right, title and interest to the Data, subject to the licensed rights granted pursuant to Section 3 above.
5. Payment. The fee for licensing the Data shall be payable prior to delivery of the Data to You.
6. Indemnity. You shall indemnify and hold IPSCIO harmless from any and all loss, damage, liability, costs, expenses and fees, including reasonable attorney’s fees, resulting from any claim or demand by you or a third party, arising from any use of the Data, or any breach by You of any term or condition of this License. IPSCIO shall indemnify and hold YOU harmless from any and all loss, damage, liability, costs, expenses and fees, including reasonable attorney’s fees, resulting, resulting from any claim or demand by a third party alleging that the Data infringes the intellectual property rights of any third party.
7. Warranty; DISCLAIMER. IPSCIO warrants that any media on which the Data is provided will not contain any defects in material or workmanship. IPSCIO DOES NOT WARRANT THAT THE DATA ITSELF IS COMPLETE, ACCURATE OR ERROR FREE. SUBJECT TO THE PRECEDING WARRANTY, THE DATA IS PROVIDED “AS IS” WITHOUT ANY WARRANT. IPSCIO DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE DATA, IPSCIO’S SOLE OBLIGATION, AND YOUR SOLE REMEDY, WITH RESPECT TO ANY BREACH OF THE PRECEDING WARRANTY SHALL BE THE REPLACEMENT OF THE MEDIA ON WHICH THE DATA IS PROVIDED WITH CONFORMING MEDIA, AT NO ADDITIONAL COST TO YOU, OR IF THE DATA WAS DOWNLOADED BY YOU IPSCIO WILL ALLOW YOU TO RE-DOWNLOAD THE DATA; PROVIDED, THAT IPSCIO IS PROMPTLY NOTIFIED IN WRITING OF SUCH NONCONFORMANCE.
8. Limitation of Liability. EXCEPT FOR INDEMNIFICATION AS SET FORTH IN SECTION 6 ABOVE, IN NO EVENT SHALL IPSCIO BE LIABLE FOR INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR DAMAGES DUE TO LOSS OF DATA OR OF PROFITS ARISING IN CONNECTION WITH THIS LICENSE, EVEN IF ADVISED OF THE POSSIBILITY THEREOF. IN NO EVENT SHALL IPSCIO’S LIABILITY TO YOU EXCEED THE FEES PAID BY YOU TO IPSCIO PURSUANT TO THIS LICENSE.
(a) Governing Law; Jurisdiction; Arbitration. This License shall be governed by the laws of the State of New Jersey without regard to its choice of law provisions. Any dispute arising out of or relating to this License shall be brought in the state or federal courts located in the State of New Jersey, the exclusive jurisdiction and venue of which the parties irrevocably consent to for this purpose.
(b) Merger; Modification; Assignment. This License constitutes the entire agreement between the parties, with respect to the subject matter hereof, and merges and supersedes all prior proposals, discussions or other communications. This License may not be modified, except by written consent of the parties. This License may not be assigned by YOU without the prior written consent of IPSCIO. Notwithstanding the foregoing, You may assign, delegate or otherwise transfer this License, by operation of law or otherwise, to (i) a parent, sister company affiliate, related party or wholly-owned subsidiary of Your organization; or (ii) any person that becomes the successor entity of Your organization in connection with a change of control (which shall include a direct or indirect transfer of all or substantially all of Your organization’s stock or assets to a third party, a merger, reorganization or any other such transaction) or any such transaction by a parent company of Your organization. This License shall be binding upon and inure to the benefit of any successor or permitted assignee of either party.