By clicking “Sign up,” you, either on behalf of yourself of the entity that you represent (“Licensee”), are agreeing to the terms of this Trial Agreement (this “Agreement”), pursuant to which Valuation Metrics, Inc. (“Valuation Metrics”) will make available to Licensee the Valuation Metrics services selected by Licensee (the “Services”) for Licensee’s use pursuant to the terms of this Agreement. The parties agree as follows:
1. Access and Use of Services. Subject to Licensee’s continued compliance with this Agreement, Valuation Metrics grants to Licensee a limited, revocable, non-exclusive, non-transferable, non-sublicensable license for Licensee’s authorized employees only (“Users”) to access and use the Services solely for the purpose of internally evaluating the Services. Licensee is responsible for the acts and omissions of its Users and any breach by a User will be deemed a breach of this Agreement by Licensee. Licensee is fully responsible for all liabilities or expenses incurred through the use of any unique identification name and password granted to a User to access the Service (each a “User ID”) and shall (and shall ensure that each User) maintain the security and confidentiality of each User ID. Valuation Metrics may, without prior notice, modify the Services from time to time in its sole discretion.
2. Restrictions on Use of Services. Licensee shall not, and shall ensure that each User does not, whether directly or indirectly: (i) interfere in any manner with the hosting of the Services; (ii) sell, market, license, sublicense, lease, rent, loan, distribute or otherwise transfer or grant to any person or entity that is not a User access to the Services or any of Licensee’s rights under this Agreement; (iii) modify, reproduce, copy, adapt, alter, improve, translate, or create derivative works from the Services; (iv) download, reproduce, copy, modify, reverse engineer, decompile, disassemble, or otherwise attempt to derive or reveal the trade secrets or know-how underlying the Services; (v) use the Services for any production, business, external, or other purpose other than to evaluate the Services; (vi) remove, modify, or obscure any copyright, trade secret, confidentiality, trademark, service mark or other proprietary rights, notice or legend on any copy of the Services, the media in which the foregoing is contained, or related data, documentation or other materials; (vii) use the Services for the benefit of a third party or to develop a product that is similar to the Services or to operate a service bureau; (viii) publish any results of any benchmark tests run on the Services or any of its components; (ix) use the Services in violation of any applicable laws or regulations; or (x) attempt or allow any of the foregoing.
3. Licensee Content. Licensee is responsible for all content entered by Users through the Services (“Licensee Content”). By uploading or otherwise submitting any Licensee Content through the Services, Licensee grants to Valuation Metrics a worldwide, non-exclusive, irrevocable, perpetual, royalty-free, fully paid-up license to reproduce, transmit, publish, store and otherwise use such Licensee Content in order for Valuation Metrics to provide the Services. Licensee represents and warrants that it has all rights and authority to grant the foregoing rights. Licensee shall not, and shall ensure that each User does not, provide Licensee Content that: (i) infringes, misappropriates, or violates any intellectual property rights, publicity/privacy rights, or other law or regulation; (ii) contains any viruses or programming routines intended to damage, surreptitiously intercept or expropriate any system, data or personal information; or (iii) is materially false or misleading. Valuation Metrics is under no obligation to review Licensee Content for accuracy, potential liability or otherwise.
4. Intellectual Property Ownership. Except for the limited rights expressly granted herein, Valuation Metrics reserves all right, title, and interest, including all intellectual property and other proprietary rights, in and to the Services and any reports or output generated through the use of the Services (including any modifications, combinations, updates, upgrades, improvements, or corrections to any of the foregoing), Licensee shall not contest those rights or engage in any conduct contrary to those rights. If Licensee provides to Valuation Metrics any feedback, results, suggestions, proposed modifications, recommendations, or comments pertaining to the Services or Licensee’s evaluation thereof (collectively “Feedback”), all such Feedback shall belong exclusively to Valuation Metrics and is Valuation Metrics’ Confidential Information (as defined below). Licensee hereby irrevocably assigns to Valuation Metrics all right, title, and interest in and to such Feedback. Feedback may be used by Valuation Metrics for any purpose without any accounting or payment to Licensee, including, without limitation, incorporating such Feedback into the Services or other commercial offerings of Valuation Metrics or for assignment, license, or other transfer to third parties.
5. Term and Termination. The term of this Agreement shall commence on the date on which Licensee agreed to this Agreement and shall continue thereafter for a period of fourteen (14) days, unless earlier terminated as provided in this Agreement. Licensee may terminate this Agreement at any time by ceasing to use the Services, notifying Valuation Metrics, and returning any materials provided to Licensee pursuant to this Agreement. Valuation Metrics may terminate this Agreement immediately upon notice to Licensee. This Agreement shall automatically terminate, without the need for notice to Licensee, if Licensee fails to comply with any provision of this Agreement or upon expiration of the fourteen (14) day trial period during which this Agreement is effective. Upon termination or expiration of this Agreement, all rights granted hereunder shall automatically and immediately terminate and Licensee shall stop using the Service and return any materials provided to Licensee pursuant to this Agreement. Notwithstanding anything to the contrary in this Agreement, all provisions of this Agreement that by their nature are intended to survive the termination or expiration of this Agreement shall so survive.
6. Confidentiality. “Confidential Information” means any confidential or proprietary information of the disclosing party that is either marked as being “Confidential” or “Proprietary” or under the circumstances of disclosure should reasonably be considered as confidential or proprietary. Confidential Information includes the existence and terms of this Agreement. Confidential Information does not include information that (i) is in or enters the public domain without breach of this Agreement, (ii) the receiving party was lawfully in possession of prior to receiving it from the disclosing party, (iii) the receiving party can demonstrate was developed by the receiving party independently and without use of or reference to the disclosing party’s Confidential Information, or (iv) the receiving party receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation. The Confidential Information of each party is the property of that party, and the receiving party obtains no right, title, interest, or license in or to the Confidential Information of the disclosing party. Each party shall (a) hold in strict confidence all Confidential Information of the other party, (b) use such Confidential Information only to perform or to exercise its rights under this Agreement, and (c) not transfer, display, convey or otherwise disclose or make available such Confidential Information to any person or entity except to the directors, officers, employees, agents, contractors, accountants, auditors and legal and financial advisors of such party who need to know such Confidential Information, who are under confidentiality obligations substantially similar as those set forth hereunder, and whose handling and treatment of the Confidential Information in accordance with this Agreement is such party’s full responsibility. Each party will use at least the same degree of care to protect the disclosing party’s Confidential Information as it uses to protect its own Confidential Information of like nature, but each party shall use at least reasonable care. The receiving party may disclose the Confidential Information of the disclosing party in response to a valid court order, law, rule, regulation, or other governmental action, provided that (1) the disclosing party is notified in writing prior to disclosure of the information and given reasonable opportunity to obtain a protective order, and (2) the receiving party assists the disclosing party, at the disclosing party’s expense, in any attempt to limit or prevent such disclosure.
7.1. No Warranty. LICENSEE ACKNOWLEDGES THAT THE SERVICES MAY HAVE ERRORS AND MAY PRODUCE UNEXPECTED RESULTS. VALUATION METRICS HAS NO OBLIGATION UNDER THIS AGREEMENT TO CORRECT ANY BUGS, DEFECTS, OR ERRORS IN THE SERVICES OR TO OTHERWISE SUPPORT OR MAINTAIN THE SERVICES. THE SERVICES ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY, AND LICENSEE’S USE OF THE SERVICES IS SOLELY AT LICENSEE’S OWN RISK. VALUATION METRICS DOES NOT WARRANT THAT THE SERVICES WILL MEET LICENSEE’S REQUIREMENTS OR THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE EXTENT ALLOWED BY APPLICABLE LAW, VALUATION METRICS EXPRESSLY DISCLAIMS ALL EXPRESS WARRANTIES NOT STATED HEREIN AND ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES AS TO QUALITY, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
7.2. Limitation of Liability. TO THE MAXIMUM EXTENT ALLOWABLE UNDER APPLICABLE LAW, IN NO EVENT WILL VALUATION METRICS BE LIABLE TO LICENSEE FOR ANY INCIDENTAL, PUNITIVE, INDIRECT, DIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS, DATA, GOODWILL, OR USE THEREOF) ARISING FROM OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE SERVICES, EVEN IF VALUATION METRICS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, VALUATION METRICS’ TOTAL CUMULATIVE LIABILITY FOR ANY DAMAGES IN ANY WAY RELATED TO THIS AGREEMENT OR THE SERVICES IS LIMITED TO $100.00.
8. General. Licensee shall comply with all applicable export and import laws of the United States and other jurisdictions. Licensee may not assign this Agreement or transfer its rights under this Agreement, whether by operation of law or otherwise, without Valuation Metrics’ prior written consent. This Agreement is governed by and interpreted in accordance with the substantive laws of the State of Delaware, United States of America, without reference to conflicts of law principles and excluding the Uniform Computer Information Transactions Act. Licensee’s use of the Services may be subject to other local, state, national, and international laws. Licensee agrees that Valuation Metrics may have no adequate remedy at law if there is a breach or threatened breach of this Agreement and, accordingly, that Valuation Metrics will be entitled to injunctive or other equitable relief to prevent or remedy such a breach in addition to any legal remedies available to Valuation Metrics. If Valuation Metrics is unable to perform any of its obligations under this Agreement due to causes beyond its reasonable control, including, without limitation, any act of God, fire, casualty, flood, war, terrorism, strike, lockout, riot, or insurrection, then Valuation Metrics’ performance will be excused. Valuation Metrics and Licensee are independent contractors with respect to one another under this Agreement, and neither one is a partner, joint venturer, employee, agent or legal representative of the other for any purpose. This Agreement has no third-party beneficiaries. Valuation Metrics’ waiver of a breach or a default of any provision of this Agreement will not be construed as a waiver of any subsequent breach of the same or any other provision. Valuation Metrics’ delay or failure to exercise or avail itself of any right will not operate as a waiver of any right by Valuation Metrics. If any provision of this Agreement is illegal or unenforceable, then that provision is deemed to be restated to reflect as nearly as possible the original intentions of the parties in a manner that complies with applicable law and the remainder of this Agreement will remain in full force and effect. This Agreement constitutes the entire agreement between Licensee and Valuation Metrics regarding the subject matter hereof and thereof, and supersedes all oral or written prior agreements, representations, proposals, discussions and communications regarding the subject matter hereof and thereof. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when personally delivered, or if sent by United States certified mail, return receipt requested, postage prepaid, shall be deemed duly given on the first attempted delivery by United States Postal Service, or if sent by facsimile or receipted overnight courier services shall be deemed duly given on the business day received if received prior to 5:00 p.m. local time or on the following business day if received after 5:00 p.m. (local time) or on a non business day. LICENSEE ACKNOWLEDGES THAT VALUATION METRICS MAY MODIFY THIS AGREEMENT AT ANY TIME BY POSTING SUCH MODIFIED VERSION ON ITS WEBSITE OR BY PROMPTING LICENSEE TO AGREE THERETO. LICENSEE’S CONTINUED USE OF THE SERVICES OR AGREEMENT TO SUCH MODIFIED TERMS SHALL CONSTITUTE ITS ACCEPTANCE THEREOF.
9. Third Party Terms. To the extent the Services include any third party data, the terms and conditions of this Section 9 shall apply in addition to the remainder of this Agreement. Thomson Reuters (Markets) LLC and its affiliates (collectively, “TR”) or its third party providers own and retain all rights, title and interest, including, but not limited to, copyright, trademarks, patents, database rights, trade secrets, know-how, and all other intellectual property rights or forms of protection of similar nature or having equivalent effect, anywhere in the world, in the data provided to Valuation Metrics, Inc. and Licensee is not granted any proprietary interest therein or thereto. The Services constitute confidential and trade secrets of TR or its third party providers. Display, performance, reproduction, distribution of, or creation of derivative works or improvements from Valuation Metrics in any form or manner is expressly prohibited, except to the extent expressly permitted hereunder, or otherwise, with the prior written permission of TR. Licensee may use the Services for internal purposes only. Licensee may copy, paste and distribute internally only an insubstantial amount of the data contained in the Services provided that: (i) the distribution is incidental to or supports Licensee’s business purpose, (ii) the data is not distributed by Licensee in connection with information vending or commercial publishing (in any manner or format whatsoever), not reproduced through the press or mass media or on the Internet, and (iii) where practicable, clearly identifies TR or its third party providers as the source of the data. Data will be considered in “insubstantial amount” if such amount (a) has no independent commercial value, (b) could not be used by the recipient as a substitute for any product or service (including any download service) provided by TR or a substantial part of it. To the extent that the Services contain any third party data referred to in the General Restrictions/Notices page set forth on www.thomsonreuters.com/3ptyterms, the terms set forth on such General Restrictions/Notices page shall apply to Licensee. Licensee acknowledges that access to certain elements of the Services may cease or may be made subject to certain conditions by TR or upon the instructions of the third party provider of those elements. Upon termination or expiration of this user license, all rights granted hereunder shall immediately terminate and Licensee shall cease to use the Services and delete or destroy all copies thereof in its possession or control. NEITHER TR NOR ITS THIRD PARTY PROVIDERS WARRANT THAT THE PROVISION OF THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE, TIMELY, COMPLETE OR ACCURATE, NOR DO THEY MAKE ANY WARRANTIES AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE SAME. USE OF THE SERVICES AND RELIANCE THEREON IS AT LICENSEE’S SOLE RISK. NEITHER TR OR ITS THIRD PARTY PROVIDERS WILL IN ANY WAY BE LIABLE TO LICENSEE OR ANY OTHER ENTITY OR PERSON FOR THEIR INABILITY TO USE THE SERVICES, OR FOR ANY INACCURACIES, ERRORS, OMISSIONS, DELAYS, COMPUTER VIRUS OR OTHER INFIRMITY OR CORRUPTION, DAMAGES, CLAIMS, LIABILITIES OR LOSSES, REGARDLESS OF CAUSE, IN OR ARISING FROM THE USE OF THE SERVICES. THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS AND WITHOUT WARRANTY OF ANY KIND. NO WARRANTIES EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, INFRINGEMENT OR OTHERWISE IS PROVIDED HEREUNDER. IN NO EVENT WILL TR OR ITS THIRD PARTY PROVIDERS BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES ARISING IN CONNECTION WITH THE SERVICES EVEN IF TR OR ITS THIRD PARTY PROVIDERS OR THEIR REPRESENTATIVES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR EXPENSES. FURTHER, TR OR ITS PARTY PROVIDERS SHALL NOT BE LIABLE IN ANY MANNER FOR REDISTRIBUTOR’S PRODUCTS OR SERVICES.