MDX Content Limited
3. Your Rights of Use
4. Our/Third Party Rights of Use
By providing the Company Information You are granting Us and Content Consumers a non-exclusive, non-transferable right during the Term to store, host, use, process and manipulate the Company Information as it appears on the IOWA Platform.
5. Removal and Update of Information
We reserve the right to remove all or any portion of the Company Information and We shall not be obligated to maintain or update the sample CSV data file provided by You.
6. Registration, Passwords and IOWA Platform administration
7. Term and Termination
8. Scope of Use
- restrict or inhibit any other visitor from using the IOWA Platformincluding, without limitation, by means of "hacking", "denial of service attacks" or defacing any portion of the IOWA Platform;
- use the IOWA Platformfor any unlawful purpose;
- display, perform, send, receive or store any content that is obscene, inappropriate, offensive, or otherwise objectionable, even if the material or its dissemination is lawful;
- harass any person or advocate or encouraging violence of any kind against any person, entity or government;
- intentionally infringe, violate or misappropriate another's intellectual property rights;
- intentionally or negligently obtain unauthorized access to, or interfere by any means with, any user, system, network, service, or account, including evasion of filters or violation of the security or integrity of any network or system; and
- intentionally or negligently distribute computer viruses or malware of any kind or sending, receiving or supporting email messages that are unsolicited, deceptive, anonymous, excessively voluminous or that contain falsified identifying information, including spamming and phishing.
9. Confidential Information
Both parties acknowledge that they each may obtain data and information relating to products (such as services, software, specifications and documentation) of the other party, or relating to the parties themselves, which is of a confidential and proprietary nature("Confidential Information"). Confidential Information includes data that you have transmitted into, loaded into or stored in the IOWA Platform, the content contained in the IOWA Platform, any and all communications concerning Our or Your business and marketing strategies, including, but not limited to, employee and customer lists, customer profiles, project plans, design documents, product strategies and pricing data, research, advertising plans, leads and sources of supply, development activities, design and coding, interfaces with the IOWA Platform, anything provided by Us in connection with Our support efforts under this Agreement, including, without limitation, computer programs, technical drawings, algorithms, know-how, formulas, processes, ideas, inventions (whether patentable or not), schematics and other technical plans and other information of the Parties which by its nature can be reasonably expected to be proprietary and confidential, whether it is presented in oral, printed, written, graphic or photographic or other tangible form (including information received, stored or transmitted electronically) even though specific designation as Confidential Information has not been made.
Disclosure Required by Law: Notwithstanding anything to the contrary herein, each Party may comply with an order from a court or other governmental body of competent jurisdiction and disclose the other Party’s Confidential Information in compliance with that order; provided however, that the such Party may, if legally allowed, give the other Party prior notice to such disclosure and fully cooperate with the other Party, at the other Party’s cost and expense, in seeking a protective order, confidential treatment, or taking other measures to oppose or limit such disclosure. Each Party must not release any more of the other Party’s Confidential Information than is reasonably necessary to comply with an applicable order.
Injunctive Relief: The Parties each acknowledge that the breach by either Party of this clause9 may cause irreparable harm to the non-breaching party for which there is no adequate remedy at law. Accordingly, the parties agree that the disclosing Party may be entitled to seek immediate and permanent injunctive relief from a court of competent jurisdiction in the event of any such breach or threatened breach by Company. Nothing contained herein will limit the disclosing Party’s right to any remedies at law, including the recovery of damages for breach of this clause9.
10. Intellectual Property
No Rights in Services: You will not, directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of, or found at or through the IOWA Platform or any software, documentation, or data related to the IOWA Platform; remove any proprietary notices or labels from the IOWA Platform; modify, translate, or create derivative works based on the IOWA Platform; or copy, distribute, pledge, assign, or otherwise transfer or encumber rights to the IOWA Platform.
11. Representations, Warranties and Covenants; Disclaimers and Remedies
We represent that We have all rights and authorisations to provide You with access to the IOWA Platform. In no event shall We be responsible for or liable in respect of the Company Information, including the accuracy or completeness thereof.
The IOWA Platformmay be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Us or by third party providers, or because of other causes outside of Our reasonable control, but We shall use reasonable efforts to provide advance notice by email of any scheduled service disruption. However, use of the IOWA Platformand any reliance by You upon the IOWA Platform, including any action taken by You because of such use or reliance is at Your sole risk. We do not warrant that the IOWA Platformwill be uninterrupted or error free, nor do We make any warranty as to the results that may be obtained from use of the IOWA Platform. The IOWA Platform is provided "as is" and, except as set out in this clause 11, We disclaim all warranties express or implied including, but not limited to, warranties of merchantability, fitness for a particular purpose and non-infringement.
12. Limitation of Liability
Neither We nor our officers, directors, employees and agents are liable for any indirect, incidental, consequential, special, exemplary, punitive or other damages whether as a result of breach of contract, negligence or strict liability or as a result of any product or service purchased through Us.
Neither We or our officers, directors, agents and employees will have any liability to You for Your use of or inability to use the IOWA Platformor for errors or omissions in the output of the IOWA Platform, such outputs including, without limitation, the quality or accuracy of any Company Information, screen displays or reports, the transmission and reception of such Company Information, and in the processing of such data by the IOWA Platform or other software or otherwise, regardless of the form of claim or action, in contract, tort, strict liability or otherwise, even if We have been advised of the possibility of such damages or costs. You will hold Us, our officers, directors, agents and employees harmless against any claims or causes of action arising from or related to Your use of or inability to use the IOWA Platform.
14. Force Majeure
Neither Party will be liable to the other Party for any internet or telecommunications failure, computer virus, thirdparty interference, or other thirdparty software or hardware that may interrupt or delay access to the IOWA Platform or cause other problems or losses, including the loss of your Company Information. Neither Partywill be liable to the other Party for any delay or failure to fulfill any obligations that results from an act of God, war, civil disturbance, court order, legislative or regulatory action or any other cause beyond that Party’s reasonable control.
- Choice of Law and Venue: These Term of Use shall be governed by and construed in accordance with the laws of England and the non-exclusive jurisdiction of the English courts, and You waive any objection which You may have based on improper venue or forum non-conveniens to the conduct of any such action or proceeding in such court.
16. Modification of Agreement