TERMS OF SERVICE
This End-User License Agreement (the "Agreement") is a legal agreement between You (either an individual or a single entity) and Indy Data, Inc. (hereafter "Indy data") for the Products (as defined below). BY SELECTING AND CLICKING THE "ACCEPT" BUTTON BELOW, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY ANY AND ALL OF THE TERMS OF THIS AGREEMENT, PLEASE CLICK ON THE DEFAULTED "DO NOT ACCEPT" BUTTON BELOW, AND DO NOT ACCESS OR USE ANY OF THE Indy data PRODUCTS. Indy data reserves the right to revise this Agreement at any time.
"Product" shall mean the object code of the software program and the interface environment made available to You and Your end users pursuant to this Agreement for use via the World Wide Web and all Intellectual Property pertaining thereof, including, the Indy data models, the servers, infrastructure, computer programs, software products (including any third party software products), databases, files and data either used to operate the Product or incorporated therein, the system and processes, the documentation, modifications and enhancements.
LICENSE AND OTHER SERVICES.
Indy data hereby grants to You, for the term of Your Agreement, a non-exclusive, personal, non-transferable, non-sublicensable worldwide license to access and use the Product in accordance with its intended use written instructions and specifications ("Indy data License").The Product is licensed to You, not sold, and only licensed to You and not any third party. This Agreement shall commence upon acceptance by You and shall continue for the period agreed upon between You and Indy data, unless terminated earlier by either party in the event of a material breach of this Agreement by the other party that has not been cured, to the first party's satisfaction, within thirty (30) days of a written notice thereof by the non-breaching party.
You may utilize the Product solely on a single unified resource locator address ("URLs"). However, in the event more than one license has been acquired by You, multiple URLs are permitted up to the number of licenses granted to You. Text To Speech audio playback, available as an option within the Product may be played back only within the Product and its derivative works and may not be independently manipulated or copied. The Products purchased online support up to 5 concurrent end users at any given time.
Indy data shall provide technical support to You in the use of the Product, during regular business hours (i.e. 9am-6.30pm, EST). In addition, Indy data will provide You with an email address for which You may send questions if the Product becomes inoperable after business hours. Indy data shall respond to via email to Your support request within a reasonable time-period.
Other than the rights expressly licensed hereunder to You, no other rights or interest whatsoever in the Product are granted to You. Without limiting the foregoing, You may not: (i) use the Product not in conformity with Indy data's written instructions and specifications; (ii) reverse engineer or decompile, modify or revise the Product or any part thereof, or create derivative works thereof; (iii) provide or share the username and/or passwords assigned to You with any third party; (iv) use the Product to perform any illegal transfer of information (e.g. transfer of files in violation of a copyright); (v) use the Product for any unlawful purpose (including, without limitations copyright infringement) or (vi) sell, rent, lease, sublicense or otherwise transfer your rights under this Agreement. Additionally, Products sold online may not support more than 5 concurrent users at any given time.
OWNERSHIP OF INTELLECTUAL PROPERTY.
Indy data owns and shall retain all rights, including Intellectual Property, in and to the Product, including any new version releases, updates, enhancements, modifications or improvements made thereto. You acknowledge Indy data's exclusive rights in the Product and that the Product is unique and original to Indy data and that Indy data is the owner thereof.
Indy data™ and other names, logos are icons identifying Indy data and its products are trademarks of Indy data Except as expressly set forth herein, no right, license, or interest to such trademarks are generated or granted hereunder.
You shall not remove or alter any copyright notice, trademark or other proprietary or restrictive notice or legend affixed to, contained or included in, the Product and any material provided by Indy data
You shall cooperate fully with Indy data in protecting Indy data's rights in the Product. Without limiting the foregoing, You agree to notify Indy data promptly in the event that You become aware of any infringement of such rights.
By using the Product, You understand, agree and authorize Indy data to use screenshots of your implementation of the Product as it appears on Your website in any way deemed necessary in order to show how the Product is being implemented by users, and for that purpose alone.
COPYRIGHT INFRINGEMENT POLICY.
IndyData is committed to protecting the rights of copyright rightholders and seek to comply with all applicable laws and regulations regarding the protection of intellectual property. Unauthorized copying, distribution, modification, public display or public performance of copyrighted works is a copyright infringement, and IndyData will undertake appropriate steps against copyright repeat offenders. IndyData will process any notices of alleged copyright infringement and will take appropriate actions under the U.S. Digital Millennium Copyright Act (the "DMCA"). Upon receipt of notices complying with the DMCA, IndyData will act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity and will act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing. Notices of claimed infringement should be directed to the Designated Agent by mailing all required documentation to: IndyData, Inc., 589 8th Avenue, 11th floor, New York, NY 10018, ATTN.: COPYRIGHT INFRINGEMENT DESIGNATED AGENT.
You agree that You will not export or re-export the Product to any country, person, entity, or end user subject to U.S.A. export restrictions. Restricted countries currently include, but are not necessarily limited to Cuba, Iran, Iraq, Libya, North Korea, Sudan, and Syria. You warrant and represent that neither the U.S.A. Bureau of Export Administration nor any other federal agency has suspended, revoked or denied Your export privileges.
YOU ACKNOWLEDGE, THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PRODUCT, THE WEB-SITE AND OTHER MATERIALS PROVIDED TO CLIENT UNDER THIS AGREEMENT ARE PROVIDED ON AN "AS IS" BASIS. IndyData DISCLAIMS ANY AND ALL WARRANTIES RELATING TO THE PRODUCT AND OTHER MATERIALS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
LIABILITIES AND INDEMNITIES
You recognize and agree that any information or content of any kind, posted, uploaded, exported, emailed or otherwise transmitted, by You via the Product, including without limitation any business or personal information or third parties' information (the "Client Information") is transmitted at Your sole risk. You shall remain at all times solely responsible for the full accuracy, reliability, integrity, quality or validity of any statement or any other detail contained in the Information. You are responsible to make sure that the Information has been legally obtained and that Your use of such information complies with the requirements of all applicable laws. You further undertake not to transmit any information in violation of any applicable law or regulation, including without limitation, laws and regulations regarding data protection, security or privacy laws; and not to act in any way whatsoever, which was the effect or is likely to have the effect of violating the privacy of any person or entity.
You shall indemnify and save harmless IndyData and its directors, officers, employees, representatives and agents ("Related Parties") against all demands, claims, actions, liabilities, losses, costs, damages or expenses whatsoever (including reasonable attorneys' fees) ("Damages") asserted against, imposed upon or incurred by IndyData and/or any of its Related Parties resulting from or arising out of the use of any Information, contents and output, including, without limitations, infringement of third party's rights by such use or by such Information.
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, WORK STOPPAGE, SAVINGS, OR REVENUES OF ANY KIND, OR FOR LOST DATA, DAMAGE TO OTHER SOFTWARE, COMPUTER FAILURE OR MALFUNCTION OR DOWNTIME, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE CUMULATIVE LIABILITY OF IndyData FOR ALL CLAIMS RELATING TO THE PRODUCT OR THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, INTELLECTUAL PROPERTY INFRINGEMENT, STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT UNDER THIS AGREEMENT.
You shall publicly credit IndyData as creator of the Product by stating in press materials related thereto that the Product is licensed from IndyData. In addition, You shall list the IndyData boilerplate and media contact information supplied by IndyData from time to time during the Term on all of its press materials relating to the Product. Licensee shall also submit to IndyData all press releases and formal press materials mentioning the Product for prior review and written approval.
(a) This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof; (b) This Agreement shall be governed by the laws of the State of New-York, without giving effect to any principles of conflicts of laws thereof, and the eligible courts of New-York, New-York, shall have exclusive jurisdiction over all disputes between the parties; (c) The parties hereto are and shall remain independent contractors; (d) This Agreement represents the entire agreement concerning the Product between You and IndyData, and it supersedes any oral or written prior proposal, representation, or understanding between the parties.