- Confidential Information. “Confidential Information” shall mean information disclosed to You (“Receiving Party”) by or on behalf of MRI, whether tangible, intangible, written, oral, embedded or expressed in computer code, or by any other means that: (i) derives independent economic value, actual or potential from not being generally known to the public or to other persons who can obtain economic value from its disclosure or use; (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy; (iii) concerning its business or activities that (a) would be reasonably considered to be proprietary or confidential, including without limitation: source code, object code, formulae, descriptions, diagrams, computer architectures and structures, interfaces, screen displays, schematics, blueprints, flow charts, data, listings, processes, techniques, procedures, “know how,” passwords and sign-on codes, documentation, manuals, specifications, designs, inventions, discoveries, improvements, research, development, marketing strategies, plans and materials, development plans, customer data and information, employee data, business, operational, customer, financial and technical information; business plans and forecasts; information about the Disclosing Party’s products and services; or (b) is marked or designated by such party as “confidential” or “proprietary” at the time of disclosure. “Confidential Information” does not include information that: (x) was rightfully known to the Receiving Party prior to its disclosure hereunder by the Disclosing Party; (y) is or becomes publicly available or is obtained lawfully from third parties without breach of this Agreement; or (z) has been developed independently by the Receiving Party without reliance on such Confidential Information. You hereby grants to MRI a perpetual, non-cancelable, worldwide, nonexclusive right to utilize any data that arises from the use of the MRI Services or Software for any legitimate business purpose, including the right to sublicense such data to third parties, subject to all legal restrictions regarding the use and disclosure of such information.
- Reservation of Rights. All rights not expressly granted in this Agreement are reserved by MRI and its licensors. You acknowledge that: (i) all Software is licensed and not sold and all Content is subscribed to and not sold; (ii) You acquire only the right to use the Protected Materials and MRI, its licensors, and Content providers shall retain sole and exclusive ownership of all rights, title, and interest in the Protected Materials, including (whether developed by MRI, Client, You, or any other third party) (a) Intellectual Property embodied in or associated with the Protected Materials, (b) deliverables and work product associated with the Protected Materials, and (c) all copies and derivative works thereof; and (iii) the Protected Materials, including the source and object codes, logic and structure thereof, constitute valuable trade secrets of MRI and its licensors. You hereby assign to MRI all right, title and interest in and to Configurations developed by Client, You or by any other third party. You agree to secure and protect the Protected Materials consistent with the maintenance of MRI’s and its licensors’ rights therein. Client agrees to execute such further instruments and take such further actions as MRI may reasonably request, at MRI’s expense, to apply for, register, perfect, confirm, and protect MRI’s rights. You shall reimburse MRI for any and all expenses that MRI may incur (including interest, attorneys’ fees and other legal expenses) in connection with MRI’s efforts to enforce its rights against You with respect to the Protected Materials, or any of MRI’s Intellectual Property rights in the event MRI prevails in such enforcement efforts. “Content” means any information, data, text, software, music, sound, photographs, graphics, video messages or other material to which You is provided access through MRI or the Software. “Protected Materials” means Software, Content, Configurations, license keys and MRI’s or its licensors’ Intellectual Property or Confidential Information. “Configurations” means, regardless of whether such Configurations are performed by MRI, Client, You, or any other third party, (i) configurations implemented through use of the MRI application toolkit or other MRI approved industry standard toolkit, and not through source code change, or (ii) modifications to standard services reports. “Intellectual Property” means any and all intellectual property rights, recognized in any country or jurisdiction in the world, now or hereafter existing, and whether or not perfected, filed or recorded, including without limitation inventions, technology, patents rights (including patent applications and disclosures), copyrights, trade secrets, trademarks, service marks, trade dress, methodologies, procedures, processes, know-how, tools, utilities, techniques, various concepts, ideas, methods, models, templates, software, source code, algorithms, the generalized features of the structure, sequence and organization of software, user interfaces and screen designs, general purpose consulting and software tools, utilities and routines, and logic, coherence and methods of operation of systems, training methodology and materials, which MRI has created, acquired or otherwise has rights in, and may, in connection with the performance of Services hereunder, create, employ, provide, modify, create, acquire or otherwise obtain rights in. “Software: means collectively the MRI Software and any third-party software.
- Restrictions. You shall not, nor permit or encourage anyone else under Your account to: (i) sell, resell, distribute, host, lease, rent, license or sublicense, in whole or in part, the Protected Materials; (ii) decipher, decompile, disassemble, reverse assemble, modify, translate, reverse engineer or otherwise attempt to derive source code, algorithms, tags, specifications, architecture, structure or other elements of the Software, including the license keys, in whole or in part, for competitive purposes or otherwise; (iii) allow access to, provide, divulge or make available the Protected Materials; (iv) write or develop any derivative works based upon the Protected Materials, except for authorized Configurations; (v) modify, adapt, translate or otherwise make any changes to the Protected Materials or any part thereof; (vi) use the Protected Materials to provide processing services to third parties, or otherwise use the same on a ‘service bureau’ basis; (vii) disclose or publish, without MRI’s prior written consent, performance or capacity statistics or the results of any benchmark test performed on the Protected Materials; or (viii) otherwise use or copy the Protected Materials except as expressly permitted herein. If MRI reasonably believe that any of Your use of the MRI Services (1) breaches these terms, service-specific additional terms or policies, (2) violates applicable law, or (3) could harm our users, third parties, or MRI, then MRI reserve the right to take down some or all of that content in accordance with applicable law.
- Representation and Warranty. You hereby represent and warrant that You shall only use the Software and/or MRI Services exclusively for authorized legal purposes, consistent with all applicable laws and regulations. You shall not post or upload any content or data which (a) is libelous, defamatory, obscene, pornographic, abusive, harassing or threatening; (b) contains Malicious Code; (c) violates the rights of others, such as data which infringes on any intellectual property rights or violates any right of privacy or publicity; or (d) otherwise violates any applicable law. You hereby further agree not to interfere or disrupt networks connected to the Software or MRI Services, not to interfere with another entity’s use and enjoyment of Software or MRI Services and to comply with all regulations, policies and procedures of networks connected to the Software and MRI Services. You hereby shall not reproduce (in whole or in part), transmit, modify, introduce viruses, Trojans, worms, logic bombs or other malicious or harmful material, interfere with or disrupt the integrity or performance of the Software or MRI Services, attempt to gain unauthorized access to the Software or related systems or networks or otherwise misuse the Software or MRI Services. You shall cooperate in all respect, including but not limited provision of necessary information and resources in order to permit MRI to perform any implementation or other professional services relative to the Software or MRI Services.
- Accounts, Passwords and Security. Certain features or services offered on or through the MRI Services or Software may require You to open an account (including setting up a user ID and password). You are entirely responsible for maintaining the confidentiality of the information You hold for Your account, including Your password, and for any and all activity that occurs under Your account as a result of Your failing to keep this information secure and confidential. You agree to notify MRI immediately of any unauthorized use of Your account or password, or any other breach of security. You may be held liable for losses incurred by MRI or any other user of or visitor to the MRI Services or Software due to someone else using Your user ID, password or account as a result of Your failing to keep Your account information secure and confidential. You may not use anyone else’s user ID, password or account at any time without the express permission and consent of MRI. MRI cannot and will not be liable for any loss or damage arising from Your failure to comply with these obligations.
- Disclaimer of Warranties. THE SOFTWARE, MRI SERVICES, AND ANY CONFIGURATIONS ARE PROVIDED “AS-IS.” MRI, ITS LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, (i) ANY WARRANTY THAT ANY SOFTWARE, MRI SERVICES, CONTENT, DELIVERABLES OR OTHER SERVICES ARE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION OR THAT ALL ERRORS WILL BE CORRECTED; (ii) ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, (iii) ANY WARRANTY THAT CONTENT, SOFTWARE, OR MRI SERVICES WILL BE ACCURATE, RELIABLE AND ERROR-FREE AND (iv) ANY AND ALL IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. NO ADVICE, STATEMENT OR INFORMATION GIVEN BY MRI, ITS AFFILIATES, CONTRACTORS OR EMPLOYEES SHALL CREATE OR CHANGE ANY WARRANTY PROVIDED HEREIN. ALTHOUGH CERTAIN OF THE SOFTWARE AND CONTENT MAY BE DESIGNED TO HELP CLIENTS COMPLY WITH APPLICABLE LAWS AND REGULATIONS, MRI HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SUFFICIENCY OR ACCURACY OF THE SOFTWARE, MRI SERVICES, AND CONTENT IN THIS REGARD; MOREOVER, VARIOUS STATE LAWS MAY APPLY, AND THE SOFTWARE DOES NOT INCORPORATE STATE LAW REQUIREMENTS. ALL SUCH LAWS AND REGULATIONS MAY CHANGE FROM TIME TO TIME, AND THE SOFTWARE AND CONTENT MAY NOT BE UPDATED TO REFLECT SUCH CHANGES. YOU SHOULD CONSULT AN ATTORNEY WITH RESPECT TO COMPLIANCE WITH ALL APPLICABLE LAWS AND REGULATIONS.YOU ACKNOWLEDGES THAT MRI SHALL HAVE NOT HAVE LIABILITY FOR ANY ACTS OR OMMISSIONS BY CLIENT UNDER THIS AGREEMENT AND THAT CLIENT SHALL BE SOLELY RESPONSIBLE FOR THE PERFORMANCE OF THE DELIVERABLES
- Indemnity. You agree to indemnify and hold MRI, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees), made against MRI by any third party due to or arising out of or in connection with Your use of the Software or MRI Services.
- Term and Termination. The “Term” of this Agreement shall commence on the Effective Date and shall continue to the earlier of (i) termination by MRI for any reason with or without notice; or (ii) Your ceased use of the MRI Services at any time, for any reason.
- Effect of Termination. Upon termination or expiration of this Agreement, upon MRI’s request, You shall certify that You have returned or destroyed all copies of the MRI Confidential Information and acknowledge that its rights to use the same are relinquished. Any provisions which ought to by their nature survive shall survive any expiration or termination of this Agreement.
- Disclaimer of Damages. IN NO EVENT SHALL MRI BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES UNDER ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION BUSINESS INTERRUPTION, LOSS OF BUSINESS, DATA OR INFORMATION LOSS, DATA ERROR, LOST PROFITS OR OTHER ECONOMIC LOSS, WHETHER OR NOT YOU HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. IN NO EVENT SHALL MRI’S LIABILITY TO YOU UNDER THIS AGREEMENT IN TOTAL, EXCEED $1.
- Choice of Law. The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non- contractual disputes or claims) shall be governed by and construed in accordance with the laws and jurisdiction outlined below. The Parties irrevocably agree to that the courts in the jurisdiction to settle any dispute or claim that arises out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).
|Your Residency:||Choice of Law:||Jurisdiction:|
|If You live in the US||Ohio||Cuyahoga County, Ohio|
|If You live in the UK or EU||England and Wales||England and Wales|
|If You live in the ZA||South Africa||South Africa|
|If You live in the AUS or NZ||State of New South Wales||Federal courts of the State of New South Wales|
|If You live in the CAN||Ohio||Cuyahoga County, Ohio|
|If You live anywhere else||Ohio||Cuyahoga County, Ohio|
- Assignment. MRI may assign the Agreement and all of its rights and obligations herein without Your approval to its parent company or other affiliated company, to a successor by operation of law, or by reason of the sale or transfer of all or substantially all of its stock or assets to another entity. You may not assign or transfer the Agreement without the prior written consent of the other MRI.
- Miscellaneous. The headings in the Agreement shall not be used to construe or interpret the Agreement. The Agreement shall not be construed in favor of or against a Party based on the author of the document. You may not use or export or re-export any of the MRI Software or Services, in violation of any applicable laws or regulations, including without limitation United States export laws and regulations. If any of the provisions of this Agreement are held by a court or other tribunal of competent jurisdiction to be void or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of the Agreement, so that this Agreement shall remain in full force and effect. This Agreement constitute the entire agreement between You and MRI with regard to Your use of the Site, and any and all other written or oral agreements or understandings previously existing between You and MRI with respect to such use are hereby superseded and cancelled. MRI will not accept any counter-offers to this Agreement, and all such offers are hereby categorically rejected. MRI’s failure to insist on or enforce strict performance of this Agreement shall not be construed as a waiver by MRI of any provision or any right it has to enforce this Agreement, nor shall any course of conduct between MRI and You or any other party be deemed to modify any provision of this Agreement. This Agreement shall not be interpreted or construed to confer any rights or remedies on any third parties. MRI provides access to clients and users around the world and, therefore, may contain references or cross references to MRI products, programs and services that are not announced in Your country. Such reference does not imply that MRI in Your country intends to announce such products, programs or services.