Cherre, Inc. and/or its licensors shall be the sole and exclusive owner of the application, software, third party data connectors and related services (the “Cherre Offering”) provided through MRI Products (the “MRI Platform”). You (the “Client”) acknowledge and agree that you have no right, title or interest in or to any of the Cherre Offering and that you will not claim any such right, title or interest. Client shall have a limited license to use the Cherre Offering, and shall not:
(i) reproduce, distribute, perform or display the Cherre Offering or any derivatives thereof for or to any third-parties;
(ii) reverse assemble, reverse engineer, decompile, disassemble or otherwise attempt to derive source code from the Cherre Offering, or
(iii) resell, relicense, or redistribute the Cherre Offering, in whole or in part third party vendors’ platforms or applications,
(vi) use the Cherre Offerings in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; or
(v) use the Cherre Offering, including any derivatives thereto, for any illegal purpose.
Client shall not alter or remove any proprietary notices from the Cherre Offerings, including and not limited to the trademarks, copyright notices, disclaimers or other restrictive legends and shall include such name and all such trademarks, copyright notices, disclaimers and other restrictive legends on all derivatives created from any of the Cherre Offering.
NEITHER CHERRE NOR ANY OF ITS PROVIDERS OF INFORMATION MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE CHERRE OFFERING AND MAKE NO EXPRESS OR IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR USE. CHERRE DOES NOT WARRANT THE ACCURACY, COMPLETENESS, CURRENTNESS, OR NONINFRINGEMENT OF THE INFORMATION AVAILABLE THROUGH THE CHERRE OFFERING, OR THE CHERRE OFFERING ITSELF. IN NO EVENT SHALL CHERRE, ITS INFORMATION PROVIDERS OR THEIR RESPECTIVE AFFILIATES DIRECTORS, OFFICERS, MANAGERS, AGENTS OR EMPLOYEES BE LIABLE TO CLIENT OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY CLIENT IN RELIANCE ON SUCH INFORMATION OR FOR ANY CONSEQUENTIAL, SPECIAL OR SIMILAR DAMAGES. THE CHERRE OFFERING PROVIDED THROUGH THE MRI PLATFORM IS AFFECTED BY THE DATA INPUT BY OR ON BEHALF OF THE CLIENT OR SUBSCRIBER THEREOF. AS A RESULT, THE CLIENTS DECISIONS IN THE CHERRE OFFERING PROVIDED THROUGH THE MRI PLATFORM DIRECTLY AFFECT THE OUTPUTS, CALCULATIONS AND RESULTS IN THE SERVICE PROVIDED THROUGH THE CHERRE OFFERING. CHERRE SHALL NOT BE LIABLE IN ANY MANNER FOR ANY DECISIONS OF THE MRI CLIENTS OR SUBSCRIBERS. IN NO EVENT WILL CHERRE BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER CHERRE WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL CHERRE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO CHERRE UNDER THIS AGREEMENT IN THE 6-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Cherre shall be an intended third-party beneficiary of the above-described terms and agreements.