OUTSELL, INC. INFORMATION LICENSING AGREEMENT FOR ONLINE TRANSACTIONS
1. Duplication and Use.
a. Briefings, HotTopics, MarketView Studies, Reports, and Outsell's Information Industry SegmentationSM may be used only within the work group, normally defined as those individuals within one department reporting directly to a single manager. Client is not permitted to resell, distribute, disseminate, disclose, copy, or otherwise make use of the Content in the documents except for use within your own work group within your company, unless specifically authorized by Outsell. Special arrangements and permissions may be initiated by contacting Outsell at the address below.
b. Client acknowledges that a subscription to Outsell’s Insights and/or database(s) for individual use is understood to mean for their own personal use only. Outsell’s Insights for company use allows for distribution within the company, regardless of geographic location. If broader use is desired, please contact Outsell for appropriate pricing and terms.
c. Wherever and whenever any Outsell Content is disseminated in whole or in part with the permission of Outsell, it must bear the following in a prominent location: "© Outsell, Inc. All rights reserved."
2. Ownership and Copyright. Outsell is the sole and exclusive owner of all copyrights in its documents and databases, including but not limited to the textual and graphic content and the organization, layout, and display of the information and data contained therein. As a user of one of these documents or databases, you acknowledge that you are a licensee of Outsell's copyrights and that Outsell, Inc. retains title to all Outsell copyrights in the Content.
3. Warranty. Client recognizes that the information, analysis, and opinions (the "Content") contained in the documents and the databases are based on qualitative and quantitative research methods of Outsell, Inc. and its staff's extensive professional expertise in the industry. Outsell has used its best efforts and judgment in the compilation and presentation of the Content and to ensure to the best of its ability that the Content is accurate as of the date published. However, Client acknowledges that the industry information covered in the documents and the databases is subject to rapid change. Outsell makes no representations or warranties, express or implied, concerning or relating to the Content in the documents or the databases and Outsell assumes no liability related to claims concerning the Content of the documents or the databases.
4. Invoices and Payment. Client acknowledges that payment of the total amount indicated for the information listed in the Outsell online ordering facility ("Order Confirmation") is due when "Purchase Now" is selected on the Order Confirmation page. For credit card orders, Client will be charged prior to shipment of the first item. When alternate payment plans have been arranged in advance, payment is due upon receipt of invoice. Anything herein to the contrary notwithstanding, should Client fail to make any payment in a timely manner as above provided, Outsell may immediately terminate this Agreement by giving written notice to Client.
5. Term and Termination. This Agreement will become effective when accepted by Client and shall remain in effect as long as Client retains any Outsell Content. The subscription period for Outsell's Insights and/or databases is one (1) year, commencing from the date of this Agreement, and may be renewed by Client authorization under this same Agreement. The provisions of this Information Licensing Agreement shall survive the termination or expiration of Client's right to use the documents or the databases.
6. Liability Limitation. Outsell's liability under this Agreement shall not exceed the amounts paid by the Client for Outsell's documents and databases. Outsell shall in no event be liable for any loss of profits, loss of use of facilities, equipment, or software; or other indirect, incidental, special, or consequential damages, whether or not foreseeable or foreseen.
7. Entire Agreement. This Agreement contains the entire agreement of the parties and supersedes any prior written or oral agreements between them concerning the subject matter contained herein. There are no representations, agreements, arrangements, or understandings, oral or written, between the parties, relating to the subject matter contained in this Agreement, which are not fully expressed herein.
8. Online Authorization. The transmission of Client's online registration User ID and Password from the Shopping Cart to Outsell shall serve as authorization for this Agreement equivalent in all ways to Client's signature on a printed version of this Agreement sent to Outsell.
9. Binding Effect. All terms and provisions of this Agreement shall be binding upon and shall inure to the benefit of, and be enforceable by, the respective assigns and successors of the parties; provided, however, that Client may not assign this Agreement or any part thereof without the prior written consent of Outsell.