IMPORTANT:-READ CAREFULLY BEFORE DOWNLOADING OR USING THIS DATABASE
IMPORTANT: READ THESE TERMS CAREFULLY BEFORE DOWNLOADING OR INSTALLING THIS DATABASE. BY SELECTING THE “I ACCEPT” BUTTON, DOWNLOADING, INSTALLING, OR OTHERWISE USING THIS DATABASE (EACH AN “ACCEPTANCE” OF THIS AGREEMENT), THE ENTITY SUBSCRIBING TO THIS DATABASE (“YOU”) ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO ALL OR ANY OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU ARE NOT AN AUTHORIZED USER OF THE DATABASE AND IT IS YOUR RESPONSIBILITY TO EXIT THIS DOWNLOADING / INSTALLATION PROCESS WITHOUT DOWNLOADING OR INSTALLING THE DATABASE BY SELECTING THE “I DO NOT ACCEPT” BUTTON, AND TO DELETE THE DATABASE FROM YOUR COMPUTER.The Davis Group has created a database containing information about attorneys working in various law firms, corporations and other organizations (the “ Database ”). You are in the business of assisting law firms, corporations and other organizations in identifying and recruiting qualified attorneys (“ Your Business ”). The Davis Group is willing to grant to You a license to use the Licensed Data (defined herein) or any portion thereof strictly subject to the terms and conditions set forth in this Database License Agreement (the “ Agreement ”).
- LICENSE GRANT; FEES
- License Grant. Subject to the terms and conditions of this Agreement and the receipt of timely payment of all applicable fees, The Davis Group hereby grants to You and You hereby accept from The Davis Group a personal, non-exclusive, non-transferable and non-sub licensable license to access, display and use all or a portion of the Licensed Data solely for internal purposes in connection with Your Business. “ Licensed Data ” means (a) the data elements in electronic form for each component of the Database and (b) any updates (which may include, without limitation, any deletions, additions, revisions or other modifications) provided by The Davis Group to such data elements from time to time at its sole discretion. You shall permit access to the Licensed Data solely to the Authorized Users. “ Authorized Users ” means the officers and employees employed by You who are authorized by You to access and use the Licensed Data in accordance with and subject to the terms and conditions of this Agreement. You may use the Licensed Data solely for the purposes specified herein. You do not have the right to share with, or provide any other access to any third party to, any portion of the Database under any circumstances.
- Reservation of Rights. Nothing contained in this Agreement will, or will be deemed to, convey any title or ownership interest in all or any portion of the Database and/or the Licensed Data regardless of whether any portion thereof is used by You or other users. The Davis Group reserves all rights with respect to the Database and the Licensed Data not expressly granted to You herein. This reservation specifically applies, but is not limited, to any media, mode or method of distribution or transmission or other technology that may be commercialized or developed in the future.
- License Fees. You shall pay to The Davis Group the fees stipulated by The Davis Group for the licenses granted to the Licensed Data and any updates thereto. The Davis Group will invoice You for all fees payable to The Davis Group as such payments become due.
- TERM; TERMINATION
Unless terminated earlier in accordance with the provisions of this Section 3, this Agreement will be effective beginning on the date on which You download the Database in accordance with this Agreement (“ Effective Date ”) and will remain in effect in perpetuity. In the event that You default in the performance of any of Your duties or obligations set forth in this Agreement, and such default is not substantially cured within ten (10) days after written notice is given to You specifying the default, then The Davis Group may, by giving written notice thereof to You, immediately terminate this Agreement. Notwithstanding the foregoing, in the event that the breach is of a nature that is incapable of being cured (for example, any unauthorized disclosure of the Licensed Data to any third party), The Davis Group shall have the right to terminate this Agreement immediately upon the occurrence of the breach by providing written notice to You. You may terminate this Agreement at any time by destroying or returning to The Davis Group all copies of the Licensed Data in Your possession or under Your control. Upon the termination of this Agreement for any reason by either party, you shall (a) return to The Davis Group or, if authorized to do so by The Davis Group, destroy, any and all copies of the Licensed Data, and (b) certify in writing that all copies of the Licensed Data have been so returned or destroyed. In the event of termination of this Agreement, Sections 2.3, this Section 3, 4.1, 5 and 6 hereof will survive and continue in full force and effect.
You will: (a) not make all or any portion of the Database and/or the Licensed Data accessible to any persons other than the Authorized Users for the purposes set forth in Section 2.1 above. You will take all reasonable steps to prevent the downloading, transmission, display or copying of the information contained in the Licensed Data to a degree which is not necessary for purposes of Your Business. Such steps may include the use of passwords and similar tools; (b) not sell, offer for re-sale, distribute, rent, sub-license, lease or otherwise commercialize all or any portion of the Database and/or the Licensed Data; (c) not combine or incorporate all or any portion of the Database and/or the Licensed Data with any other program, database, record or system which will be sold, offered for re-sale, distributed, rented, sublicensed, leased or otherwise commercialized; (d) pay all sales, use, value-added, excise or similar taxes associated with Your or Your users’ use of all or any portion of the Database and/or the Licensed Data; (e) not remove or obscure any of The Davis Group and/or other proprietary, trade secret or copyright notice or other legend with respect to all or any portion of the Database or the Licensed Data; (f) treat the Licensed Data and the Database with the same degree of care and confidentiality which You provide for confidential information of Your own which You do not wish disclosed to the public, but not less than reasonable care; and (g) promptly notify The Davis Group in writing if You becomes aware of any unauthorized access, use, reproduction, manufacture or sale of, or of any acts that are prohibited in this Agreement, with respect to, all or any portion of the Database and/or the Licensed Data.
THE LICENSED DATA IS PROVIDED “AS IS” WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. The Davis Group’s sole liability and Your exclusive remedy with respect to a defect in the medium on which the Licensed Data is delivered will be replacement of such medium, as long as the defective medium is returned to The Davis Group within thirty (30) days from delivery of the Licensed Data to You. If failure of the medium results from accident, abuse or misapplication caused by any entity other than The Davis Group, The Davis Group will have the right to charge additional fees to replace the medium. IN NO EVENT SHALL THE DAVIS GROUP BE LIABLE TO YOU OR ANY AUTHORIZED USER UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER INDIRECT DAMAGES OF ANY NATURE, FOR ANY REASON WHATSOEVER WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, EVEN IF YOU HAVE BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES. In no event shall the liability of THE DAVIS GROUP to YOU arising out of or in connection with this Agreement exceed, in the aggregate, the total fees paid by YOU TO THE DAVIS GROUP DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH the CAUSE OF ACTION AROSE.
- MISCELLANEOUS The waiver or failure of either party hereto to exercise in any respect any right provided for herein will not be deemed a waiver of any further right hereunder. This Agreement and the transactions provided for herein will be governed, construed and enforced according to the laws of the State of New York excluding any conflict-of-law provisions thereof. You will not assign this Agreement, by operation of law or otherwise, without The Davis Group's prior written consent, which may be withheld in The Davis Group's sole discretion. If any of the terms or provisions of this Agreement are ruled to be invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement will not be affected thereby. This Agreement may not be amended or modified, nor may any right or remedy of any party be waived, unless the same is in writing and signed by a duly authorized representative of such party. This Agreement constitutes the complete and exclusive statement of the terms and conditions between the parties and supersedes and merges all prior proposals, understandings and all other agreements, oral and written, between the parties relating to the subject matter of this Agreement. This Agreement may not be modified or altered except by written instrument duly executed by both parties. This Agreement will be binding upon, and will inure to the benefit of, the parties hereto and their respective successors, permitted assigns and legal representatives.
YOU, THE SUBSCRIBER, ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS.
