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Terms and Conditions of Agreement-Navigator

1. SERVICES
   1. Provision of Purchased Services. We shall make the Purchased Services available to You pursuant to this Agreement during each subscription term. You agree that Your purchases here under are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Us regarding future functionality or features.
   2. User Subscriptions. Unless otherwise specified in the applicable Order Form, Purchased Services are purchased as User subscriptions and may be accessed by no more than the specified number of Users. User subscriptions are for designated Users only and cannot be shared or used by more than one User, but may be reassigned to new Users replacing former Users who no longer require ongoing use of the Purchased Services.
   3. Our Responsibilities. We shall: (i) provide basic support for the Purchased Services to You at no additional charge, and/or upgraded support if purchased, (ii) use commercially reasonable efforts to make the Purchased Services available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which We shall give at least 8 hours notice via the Services and which We shall schedule to the extent practicable during the weekend hours from 6:00 p.m. Friday to 3:00 a.m. Monday Pacific time), or (b) any unavailability caused by circumstances beyond Our reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Our employees), Internet service provider failures or delays, denial of service attacks, and (iii) provide the Purchased Services only in accordance with applicable laws and government regulations.
   4. Your Responsibilities. You shall (i) be responsible for Users\u2019 compliance with this Agreement, (ii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Us promptly of any such unauthorized access or use, and (iii) use the Services only in accordance with applicable laws and government regulations. You shall not (a) make the Services available to anyone other than Users, (b) sell, resell, rent or lease the Services, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights.
2. FEES AND PAYMENT FOR PURCHASED SERVICES
   1. User Fees. You shall pay all fees specified in all Order Forms hereunder. Except as otherwise specified herein or in an Order Form, (i) fees are based on services purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable.
   2. Invoicing and Payment. Fees will be invoiced in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, fees are due upon receipt. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information.
   3. Suspension of Service. If any charge owing by You is 30 days or more overdue, We may, without limiting Our other rights and remedies, suspend Services until such amounts are paid in full, provided We have given You 10 or more days\u2019 prior notice that Your account is overdue in accordance with the \u201cNotices\u201d section below.
   4. Taxes. Unless otherwise stated, Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales and use, or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, \u201cTaxes\u201d). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by You, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against Us based on Our income, property and employees.
3. PROPRIETARY RIGHTS
   1. Reservation of Rights in Services. Subject to the limited rights expressly granted hereunder, We reserve all rights, title and interest in and to the Services, and all modifications and improvements thereto, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.
   2. Restrictions. You shall not permit any third party to access the Services except as permitted herein or in an Order Form.
4. TERM AND TERMINATION
   1. Term of Agreement. This Agreement commences on the Effective Date and continues until all User subscriptions granted in accordance with this Agreement have expired or been terminated. If You elect to use the Services for a free trial period and do not purchase a subscription before the end of that period, this Agreement will terminate at the end of the free trial period.
   2. Term of User Subscriptions. User subscriptions for Purchased Services commence on the start date specified in the applicable Order Form and continue for the subscription term specified therein.
   3. Termination for Cause. A party may only terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
5. GENERAL PROVISIONS
   1. Assignment. Neither this Agreement nor any of Your rights or obligations may be assigned in whole or in part without the prior written approval of e.Republic, which will not be unreasonably withheld. We may assign performance of obligations under this Agreement to its sub-contractors or agents.
   2. Amendments. No amendment or modification to the Agreement is binding on any party to this Agreement unless the amendment or modification is in writing, signed by the parties.
   3. Paragraph headings. Paragraph headings are for convenience, not for interpretation of the Agreement.
   4. Interpretation. No provisions of this Agreement will be construed against or interpreted to the disadvantage of any party by any court or other judicial authority by reason of such party\u2019s having drafted the provision.
   5. No Waiver/Modification. No failure or delay of any party to exercise any right hereunder and no failure to insist upon strict compliance by another party with its obligations hereunder, and no custom or usage of the parties at variance with the terms of the Agreement, will constitute a modification of this Agreement or will waive any party\u2019s right to demand strict compliance with the terms of this Agreement.
   6. Binding Nature. Subject to any limits on assignability or transferability contained in the Agreement, it is binding upon and will inure to the benefit of the parties hereto and their respective successors and assigns.
   7. Severability. If any term or condition of the Agreement is adjudged invalid or unenforceable, the reminder of the Agreement will not be affected and all provisions remain valid and enforceable.
   8. Integration. The Agreement contains all agreements, understandings, representations, warranties, and conditions between the parties and constitutes their entire agreement pertaining to the subject matter hereof and supersedes all prior communications or agreements, written or oral.
   9. No Outside Arrangements. No representations, inducements, promises, or agreements, oral or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and no other agreement, statement, or promise not contained in this Agreement is valid or binding.
   10. Authority. Each party warrants and represents that the party has authority to enter into this Agreement and each person signing of behalf of a party warrants and represents that he or she is authorized to sign this Agreement on behalf of the party, and that the party is bound by the signature of the representative.
   11. Representations. Unless otherwise expressly stated in this Agreement, We make no representation or warranty of any kind, including numbers of potential or likely event attendees.
   12. Limitations. WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED AND EXCLUDES ALL IMPLIED WARRANTIES AND CONDITIONS, INCLUDING SPECIFICALLY ANY IMPLIED WARRANTY ARISING BY STATUTE OR OTHERWISE OR FROM A COURSE OF DEALING OR USAGE OF TRADE. WE HEREBY EXCLUDE ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, OR FITNESS FOR PARTICULAR PURPOSE, SPECIFIC OR OTHERWISE. THE AMOUNT PAID UNDER THIS AGREEMENT IS THE MAXIMUM LIMIT OF OUR LIABILITY/DAMAGES UNDER THIS AGREEMENT FOR ANY REASON. THE FOREGOING PROVISIONS STATE OUR SOLE AND EXCLUSIVE LIABILITY AND MEASURE OF DAMAGES. WE WILL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES HEREUNDER, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE OR LOSS OF DATA OR INFORMATION OF ANY KIND, HOWEVER CAUSED, OR FAILURE OF ANY SERVICES IN ANY WAY, OR ANY LIABILITY TO THIRD PARTIES.
   13. Indemnity. Each party to this Agreement will defend, hold harmless and indemnity the other, from all third party claims, demands, suits, damages, attorney\u2019s fees or any other fee or expense, arising out of or resulting from the gross negligence or willful misconduct of the indemnifying party related to the subject matter of this Agreement, provided the indemnified party gives prompt notice of the claim to the indemnifying party affording an opportunity to handle the claim; the indemnified party will provide reasonable assistance.
   14. Force Majeure. If for any reason beyond Your or Our control, including but not limited to strikes, labor disputes, acts, regulations or orders of governmental authorities, civil disorder, disasters, acts of war, acts of God,fires, flood or other emergency conditions, You or We are unable to perform its obligations under this Agreement, such non-performance is excused and performance will be suspended until cessation of the force majeure.
   15. Prohibited Uses. Customer may not sell, sublicense, rent, lease, transfer, assign, resell, distribute, or otherwise disseminate INDUSTRY NAVIGATOR or any INDUSTRY NAVIGATOR Data, except as expressly and specifically authorized by E.REPUBLIC. Customer my not use any data extraction, scraping, or content extraction software programs in conjunction with Navigator, or use any software programs that perform automatic downloading, validation, monitoring, copying or printing to extract data or information from Navigator; except as expressly and specifically authorized. Customer may not use INDUSTRY NAVIGATOR for the purpose of providing a product or service that competes with E.REPUBLIC.