MDX Technology Limited
1.2.The IOWA Platform is owned and operated by MDX Technology Limited, a limited liability company registered in England and Wales with company number 07305821 (“We” or “Us”). We have our registered office at 2nd Floor Regis House, 45 King William Street, London, United Kingdom, EC4R 9AN. We can be contacted at:email@example.com.
3.YOUR RIGHTS OF USE
a)You entering the following information: company name; company logo; contact details; website address; a reasonably detailed description of Your business including marketing materials; a CSV data sample of Your data; and
b)You responding to all reasonable requests for further information by Us and any potential content consumers ("Content Consumers") within a reasonable period of time,
the information at a) and b) above being collectively "Company Information".
4.OUR/THIRD PARTY RIGHTS OF USE
4.1By 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 PLATFORM OR INFORMATION
5.1.We reserve the right to suspend or withdraw or restrict the availability of all or any part of the IOWA Platform for business and operational reasons.
5.2.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
a)immediately notify Us of any actual or suspected unauthorized use of Your password or account or any other breach of security; and
b)ensure that You exit from Your account at the end of each session.
7.TERM AND TERMINATION
8.SCOPE OF USE
a)restrict or inhibit any other visitor from using the IOWA Platform including, without limitation, by means of "hacking", "denial of service attacks" or defacing any portion of the IOWA Platform;
b)use the IOWA Platform for any unlawful purpose;
c)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;
d)harass any person or advocate or encouraging violence of any kind against any person, entity or government;
e)intentionally infringe, violate or misappropriate another's intellectual property rights;
f)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; or
g)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.
9.1.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.
Non-use and Non-Disclosure: The Parties recognize and agree that it is an essential part of the business arrangement between the Parties that:
a)the IOWA Platform should be able to share the Company Information with third parties that contract with the IOWA Platform as consumers to access such Information;
b)the Confidential Information of the other Party is critical to such Party’s business; and
As a condition to being provided with any disclosure of or access to Confidential Information, the Party receiving the Confidential Information shall:
b)agree to keep such information confidential;
c)safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its most sensitive information and in no event less than a reasonable degree of care;
d)ensure the compliance with, and be responsible and liable for any of its officers, directors, employees, advisors and contractors non-compliance with, the terms of this clause; and
e)notify the other Party in writing immediately of any unauthorized disclosure or use of the disclosing party’s Confidential Information and cooperate with the disclosing Party to protect the confidentiality and ownership of all Confidential Information, privacy rights and other rights therein.
Exclusions: The obligations of confidentiality shall not apply to information that:
b)prior to disclosure hereunder was already in the receiving Party’s possession without restriction;
c)subsequent to disclosure hereunder is obtained by the receiving party on a non-confidential basis from a third party who had the right to disclose such information; or
d)was developed by the receiving Party without use of the Confidential Information.
9.5.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.
9.6.Injunctive Relief: The Parties each acknowledge that the breach by either Party of this Clause 9 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 Clause 9.
a)any idea, design, concept, technique, methodology, process, invention or discovery, whether patentable or not, all patents, patent applications, certificates of invention and all continuations -in -part, extensions, renewals, divisions, re-issues and re-examinations relating thereto;
b)any works of authorship or expression, whether or not copyrightable, including moral rights and copyrights recognized by domestic or foreign law, together with any renewal or extension thereof and all rights deriving there from;
c)any logos, trademarks, service marks, trade names and trade dress, and all goodwill relating thereto; and
d)any trade secrets, know-how, technology licenses, confidential information, shop rights and other intellectual property rights owned or claimed and embodied therein, or associated therewith, or similar rights protectable under any laws or international conventions throughout the world, and in each case including any improvements, enhancements or modifications to, or derivatives from, any of the foregoing, and the right to apply for registrations, certificates, or renewals with respect thereto and the right to prosecute, enforce, obtain damages relating to, settle or release any past, present, or future infringement thereof.
10.2.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
You represent, warrant, and covenant that
b)the Company Information will not include any personally identifiable information or sensitive information; and
c)none of the Company Information does or will infringe, violate, trespass or in any manner contravene or breach or constitute the unauthorized use or misappropriation of any Intellectual Property Right of any third party.
11.2.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.
11.3.The IOWA Platform may 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 Platform and 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 Platform will 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
12.2.We exclude all implied conditions, warranties, representations and other terms that may apply to the IOWA Platform or any content on it.
We will not be liable to You for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty or otherwise arising from or in connection with:
a)use of, or inability to use, the IOWA Platform; or
b)use of or reliance on any content displayed on the IOWA Platform.
In particular, We will not be liable for:
a)loss of profits, sales, business, or revenue;
c)loss of anticipated savings;
d)loss of business opportunity, goodwill or reputation; or
e)loss of or corruption of data; or
f)any indirect or consequential loss or damage.
12.5.Without prejudice to the above, 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 Platform or 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, even if We have been advised of the possibility of such damages or costs.
13.2.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.
14.1.Neither Party will be liable to the other Party for any internet or telecommunications failure, computer virus, third party interference, or other third-party 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 Party will be liable to the other Party for any delay or failure to fulfil 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.
15.2.Governing Law and Jurisdiction: These Term of Use shall be governed by and construed in accordance with the laws of England and the Parties submit to the exclusive jurisdiction of the English courts.
16.VARIATION OF TERMS