Database Subscriber Agreement
Municipal Marketplace Online (“DATABASE”) is an information service from Accuity whose principal place of business is 1007 Church Street, 6th Floor, Evanston, IL 60201.
By accepting this Agreement and using the Database, Subscriber agrees to be bound by all of the terms of this Agreement. By continuing to use the Database, Subscriber accepts the changes as revisions to this Agreement.
I. LIMITATION OF USE
Subscriber is authorized to use the DATABASE to search, save, display, print and copy information for Subscriber’s own internal business purposes only.
Subscriber recognizes that the DATABASE is accessible via the public Internet with an individual password. The password assigned to Subscriber shall be given to the individual who receives the print subscription to The Bond Buyer’s Municipal Marketplace® directory and is for individual use only on one computer only and shall not be used by another person.
In no event should the Database be used by someone else other than the subscriber or by the subscriber in place of The Bond Buyer’s Municipal Marketplace directory or any product or service currently provided by Accuity such that the preexisting service is canceled.
Any use of the DATABASE not expressly authorized in this Agreement is strictly prohibited. Without limiting the generality of the foregoing, Subscriber is expressly prohibited from (i) sublicensing or reselling the DATABASE; (ii) using or allowing third parties to use the DATABASE for the purpose of compiling, enhancing, verifying, supplementing, adding to or deleting from any mailing list, geographic or trade directories, business directories or other compilation of information which is sold, rented, published, furnished or in any manner provided to a third party; (iii) using the DATABASE in any product or service not specifically authorized in the Agreement; or (iv) disassembling, decompiling, reverse engineering, modifying or otherwise altering the DATABASE or any part thereof.
(a) Accuity warrants that it is the sole owner of, or that it has been granted the right to license the use of, the DATABASE.
(b) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE DATABASE IS PROVIDED “AS IS”. Accuity EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES CONCERNING THE DATABASE, WHETHER EXPRESS OR IMPLIED, INCLUDING (WITHOUT LIMITATION) ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
III. LIMITATIONS OF LIABILITY
EXCEPT AS STATED HEREIN, NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT AND/OR CONSEQUENTIAL DAMAGES OF ANY KIND, RESULTING FROM EITHER PARTY’S PERFORMANCE OR FAILURE TO PERFORM PURSUANT TO THE TERMS OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY INTERRUPTION OF BUSINESS, WHETHER RESULTING FROM BREACH OF CONTRACT OR BREACH OF WARRANTY, EVEN IF THE PARTIES HERETO HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. HOWEVER, BOTH PARTIES AGREE THAT SUBSCRIBER MAY BE HELD LIABLE FOR ANY LOSS OF OR DAMAGE TO REVENUES, PROFITS OR GOODWILL OR OTHER SPECIAL, INCIDENTAL, INDIRECT AND/OR CONSEQUENTIAL DAMAGES WITH RESPECT TO A BREACH RELATED TO SUBSCRIBER’S IMPROPER OR UNAUTHORIZED USE OF THE DATABASE PROVIDED UNDER THIS AGREEMENT.
Accuity’s liability to Subscriber under any provision of this Agreement shall be limited to the amount actually paid for the DATABASE by Subscriber to Accuity. The existence of more than one claim shall not enlarge or extend the limit. Subscriber releases Accuity from all obligations, liability, claims or demands related to the DATABASE supplied by Accuity to Subscriber under this Agreement in excess of the limitation provided for in this section.
IV. PROPRIETARY RIGHTS
Subscriber acknowledges that all rights, title and interest in the DATABASE, regardless of the form of media in which it is contained, shall be retained by Accuity or its Licensors. Accuity does not by this Agreement convey any proprietary interest therein to Subscriber. The Subscriber agrees that the DATABASE, including all changes made thereto by anyone and any materials related thereto that are supplied by or developed by Accuity, are the valuable property of Accuity.
(a) ACCUITY agrees to defend, indemnify and hold Subscriber harmless, and at ACCUITY’s option, settle any action or proceeding of any kind or description based upon a third party’s claim that the DATABASE infringes a third party’s patent or copyright, provided:
(i) the DATABASE is used as provided by ACCUITY;
(ii) ACCUITY is given prompt, written notice of any such claim; and,
(iii) ACCUITY is given the right to control and direct the investigation, defense and settlement of each such claim.
Subscriber shall reasonably cooperate with ACCUITY in connection with the foregoing.
(b) Should the DATABASE, become, or in ACCUITY’s opinion are likely to become, the subject of a claim of infringement, Subscriber shall permit ACCUITY, at ACCUITY’s option and expense, either:
(i) to procure for the Subscriber the right to continue using the DATABASE;
(ii) to replace or modify the same so that it becomes noninfringing; or
(iii) to grant the Subscriber a refund of the unused portion of the subscription fees.
(c) Subscriber agrees to defend, indemnify and hold ACCUITY harmless from any claims, actions, losses, liabilities, costs or expenses arising out of Subscriber’s use of the DATABASE, except to the extent such claim is the result of infringement.
This Agreement may be terminated:
(a) by either party, if the other party has breached any material term of this Agreement and has failed to remedy such breach within thirty days following notice thereof.
(b) immediately by ACCUITY if Subscriber shall have violated any of the restrictions set forth in this Agreement with respect to the use of the DATABASE. ACCUITY’s rights and the Subscriber’s obligations shall survive the termination of this Agreement. Subscriber shall reimburse ACCUITY for all costs incurred because of breach of this Agreement by Subscriber.
Subscriber shall pay to ACCUITY the subscription fee and other service fees (“Fees”) as set by ACCUITY. Fees for the DATABASE shall be due in advance, prior to access to the Database. ACCUITY reserves the right to change subscription and service fees at its own discretion.
(a) The remedy of injunction shall be available to restrain unauthorized use or dissemination of the DATABASE, whether or not termination or grounds thereof have occurred.
(b) If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby.
(c) This Agreement shall be governed by the state of Illinois.