During the term of this Agreement, Decision Ready Data Solutions grants to the Customer a nontransferable and nonexclusive license to possess and use the Product in accordance with the following terms and conditions. Customer agrees that he, she or it is licensing the Product for its end use only and not for resale or redistribution. This license authorizes Customer to use the Product solely in accordance with these terms and conditions and the terms and conditions set forth on the HMFacts web site Customer herby warrants and agrees not to sell, lease, assign, transfer, sublicense, disseminate, modify, translate, duplicate, reproduce or copy the Product or any portion thereof (or permit any of the foregoing) or disclose any portion of the Product contents to any other party without the prior written consent of Decision Ready Data Solutions. Customer further warrants and agrees not to reverse assemble, reverse compile, or otherwise attempt to create, copy or uncover any source or object code associated or contained within the Product. This license will expire, without further notice, upon the termination of this agreement and may be cancelled by Decision Ready Data Solutions, Inc. for any breach of this agreement.
Exclusive limited warranty and limitation of liability:
Decision Ready Data Solutions believes that it has compiled, aggregated and developed the finest quality databases available, however, the Product is provided on an "as is" basis. Decision Ready Data Solutions does not assure or warrant the correctness, comprehensiveness or completeness of the Product or any information, and Customer agrees and acknowledges that Decision Ready Data Solutions shall not be liable for any loss of any kind as a result of the use of its online services or injury caused in whole or in part by use of the HMFacts product. Decision Ready Data Solutions shall not be responsible for Customer's inability to access the HMFacts site for any reason, including the site being down for any reason. EXCEPT AS EXPLICITLY PROVIDED FOR BELOW, DECISION READY DATA SOLUTIONS, INC. HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY NATURE, EXPRESS, IMPLIED OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. Customer expressly agrees that Decision Ready Data Solutions shall not be liable for damages of any kind, including but not limited to general, direct, special, incidental, and/or consequential damages, resulting from or arising out of the use of the Product, the computer equipment, either or both, and in no event shall Decision Ready Data Solutions entire liability exceed the total amount paid by Customer to Decision Ready Data Solutions under this Agreement. Some limits of liability and warranty may not be applicable in your state.
Customer agrees and warrants that all information or data which Customer receives from Decision Ready Data Solutions or any subsidiary corporation, shall be used only in strict compliance with all applicable federal, state, and local laws, rules, regulations, and ordinances, including but not limited to those concerning privacy, marketing, telephone solicitation, fax broadcast, e-mail transmission, direct marketing, consumer lending, and employment. Customer shall not use the Product or its results in any way that would constitute a consumer report under the FCRA. Customer acknowledges that it is Customer's sole responsibility to determine the applicability of any such laws, rules, regulations and ordinances. Customer shall be solely responsible for the use of the Product and information. Customer shall indemnify and hold harmless Decision Ready Data Solutions and any subsidiary corporations, against any loss, liability, damage, cost or expense, including reasonable attorneys' fees, suffered or incurred by Decision Ready Data Solutions and/or any subsidiary corporation, arising out of or in any way related to the breach of this Customer warranty. The Product shall not be used (directly or indirectly) to conduct or solicit the performance of any business or activity which is tortious or prohibited by law.
Choice of law, forum, and jurisdiction:
These terms and conditions and any disputes arising hereunder, or otherwise related to the sale and/or use of the computer equipment and Product, or any portion thereof, shall be governed by the laws of the State of California, without regard to any conflict of laws principles. Both Decision Ready Data Solutions and Customer agree that any action, suit, or other legal proceeding regarding any matter arising under or relating to any provision of these terms and conditions, or otherwise relating to the sale and/or use of either or both the computer equipment and Product shall be commenced only in the state or federal courts located within Orange County, California, and each party to this consents to the exclusive jurisdiction of such courts.
If Customer violates its obligations under this Agreement, Decision Ready Data Solutions may cancel this Agreement by sending Cancellation Notice describing the non-compliance via fax or e-mail to Customer. Customer may be given ten (10) calendar days to cure the noncompliance solely at the discretion of Decision Ready Data Solutions.
Cost of collection and enforcement:
Customer agrees to reimburse Decision Ready Data Solutions for all costs and expenses, including but not limited to reasonable attorney fees and costs of collection incurred by Decision Ready Data Solutions in connection with the enforcement of this or any provision hereof. All past due payments shall incur interest at the rate of eighteen percent (18%) per annum and account access shall be turned off until all payments are made and good funds are received by Decision Ready Data Solutions. Decision Ready Data Solutions reserves the right to cancel service to Customer upon non-payment.
Decision Ready Data Solutions shall not be liable for any failure to perform its obligations or for any failure of the Services because of circumstances beyond the control of Decision Ready Data Solutions.
All assignments of rights under this Agreement by Licensee without the prior written consent of Vendor shall be void. The User ID and Passwords may only be used by the authorized party. Access to the system may not be shared unless otherwise agreed by the Company as part of the terms and conditions of this agreement.
If a provision of this Agreement is rendered invalid, the remaining provisions shall remain in full force and effect.
General: This Agreement sets forth the entire understanding between the Customer and Decision ReadyData Solutions, Inc. and supersedes all previous provisions or representations relating to the foregoing.