Further Restrictions
You acknowledge that the Site and all Services and Reports, the systems, algorithms, methodologies, databases, software, and other technology used by Memoori to operate the Site and provide the Reports and Services, and the structure, organization, selection, coordination and arrangement of any Content included therein (collectively, the “Technology”), constitute valuable intellectual property of Memoori. You will not, and will not allow any third party to: (1) access or use the Site or any Report or Services, in whole or in part, except as expressly provided in this Agreement; (2) use the Site or any Report or Services in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Site or Services; (3) use automated scripts to collect information from or otherwise interact with the Site or Services; (4) modify, translate, reproduce, publicaly display, or create derivative or collective works comprising the Site or any Reports or Content in any form or format, except for the copies and excerpts expressly permitted by this Agreement; (5) combine or merge any Report or Content with any other data, information, or content not provided by Memoori, provided that excerpts of Reports may be displayed with Your data, information, or content solely for Your own internal business purposes; (6) reverse engineer or otherwise attempt to derive the nature of the Technology or the operation of the Site or any Services; (7) publish, transmit, distribute, disclose, sublicense, rent, lease, loan or otherwise provide any Report or Service, or Content to any third party; (8) alter, obscure or remove any copyright, trademark, or other notice provided on the Site or in connection with any Report or Service; or (9) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Site or any Report or Service; or (10) interfere in any manner with the operation or hosting of, or attempt to gain unauthorized access to, the Site or any Report or Service.. If You would like to publish, cite to, or distribute any Report, You must obtain express permission for such action from Memoori.
Confidentiality
All Reports and Content, all Technology, and any information disclosed or made available by Memoori under this Agreement that relates to Memoori or to the preparation, provision or receipt of any Reports or Content, are and will remain the “Confidential Information” of Memoori. You will not use or disclose any Confidential Information for any purpose not expressly permitted by this Agreement. You will protect the Confidential Information from unauthorized use, access or disclosure in the same manner as You protect Your own most confidential or proprietary information but with no less than reasonable care. You will ensure that all individuals receiving any Confidential Information are under a duty of confidentiality no less restrictive than Your obligations under this Agreement. As a limited exception to the foregoing, Your obligations with respect to any Confidential Information will terminate if such Confidential Information is, or through no fault of Your own becomes, generally available and known to the public. In addition, You may disclose Confidential Information as strictly required by law or by the order of a court of similar judicial or administrative body having jurisdiction over You, provided that You notify Memoori in advance of such required disclosure and cooperates with Memoori in contesting or limiting the scope of such required disclosure.
Ownership
Memoori retains all right, title and interest, including, without limitation, all IP (as defined below), in and to the Site, all Services and Reports, all Content and Technology therein, and any additions, improvements, updates or modifications thereto. You acknowledge that You are not receiving any ownership interest in or to any of the foregoing. The Memoori name, logo, and the names associated with the Site and all Services and Reports are trademarks of Memoori or third parties, and no right or license is granted to You to use them separate from the rights expressly granted to you under this Agreement. For purposes of this Agreement, “IP” means any and all intellectual property, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting Content, information or intangible property throughout the world, including, without limitation, any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights and contract rights.
Fees and Payment
All fees are as set forth on the Site and in each applicable Order and Confirmation. You agree to pay Memoori all fees as set forth on the Site and in each Order or Confirmation. Unless otherwise stated in the Order or Confirmation, all such fees are due and payable by You when the Report or Services to which those fees relate is first made available to You. This means that you will be charged and then immediately receive an email with a link to download the Report file. You will also receive a separate email which contains your invoice for the purchase. All files are downloaded from the Internet and paid for by You only once.
Memoori will have no obligation to provide any further Reports or Services if You have failed to pay any fees under this Agreement when due. If You have specified credit card or direct withdrawal from a bank account as an applicable payment mechanism under this Agreement, You grant Memoori the right to charge the credit card or debit the bank account provided to Memoori for all Fees incurred under this Agreement. Any Fees (invoiced or otherwise) that are not paid as of the due date will accrue interest at 1.5% per month (or the highest amount allowed by law) until paid. Memoori may change any portion of the Fees by posting the changes to the Site or otherwise notifying You of the change, such changes to take effect at the beginning of the next period of this Agreement. All fees are non-refundable once paid to Memoori (including upon any termination or suspension of this Agreement). All fees are exclusive of any use, sales, and other taxes imposed on any transactions under this Agreement, which will be paid by You.
Limited Warranty
Memoori will use commercially reasonable efforts to deliver each Report and perform any services relating to any Report as agreed to by Memoori under this Agreement. As Your sole remedy, and Memoori’s sole obligation, for any failure by Memoori to comply with the foregoing sentence, Memoori will, as applicable and in it’s sole discretion, provide a new copy of any Report, re-perform any Services affected by such failure or refund to You the fees (if any) You have actually paid for the affected Report or Services during the month in which the failure occurred. Notwithstanding the foregoing, You remain solely and entirely responsible for Your compliance with, and will defend, indemnify and hold harmless Memoori from and against any claims arising from any actual or alleged violation by You of any international, federal, state or local treaties, laws, rules or regulations regarding Your use of or access to the Site or any Report or Services or regarding your business, products or services.
Disclaimer
Memoori provides all reports, services, and content solely for informational purposes and does not warrant that the reports, services or content will be error free or will meet any of your requirements. all reports, services, and content are provided on an “as is” basis and your use of any reports, services, and content is at your own risk. Memoori disclaims any and all warranties, representations or covenants relating to this agreement, or to the reports, services, or content provided under this agreement, whether express or implied, including any warranties of merchantability, fitness for a particular purpose, title, or non-infringement. Memoori does not guarantee the adequacy, accuracy, timeliness or completeness of any reports, services, or content. Memoori will not be subject to any damages or liability for any errors, omissions, interruptions, or delays in any reports, services, or content.
Limitation of Liability
In no event will Memoori be liable under this agreement or in connection with any report, services, or content for any indirect, special, incidental, punitive or consequential damages, whether in contract, tort (including negligence), strict liability or otherwise, even if Memoori has been advised of the possibility of such damages, including, without limitation, loss of profit, revenue, time opportunity, or goodwill. the maximum cumulative liability of Memoori in connection with this agreement or any report, services, or content will not exceed the fees (if any) actually paid by you to Memoori for the report or services to which such liability relates in the 1 month period proceeding the date such liability is alleged to have arisen. you may not bring any action, regardless of form, arising from or pertaining to this agreement or any report or content more than 1 year after such action has accrued.
Disputes
Except as otherwise provided below, the parties will attempt to resolve all disputes, controversies, or claims arising under, out of, or relating to this Agreement or any Report or Content, including the formation, validity, binding effect, interpretation, performance, breach, or termination, of this Agreement submitted to arbitration under this Agreement and all non-contractual claims relating to this Agreement or any Report or Content (each, a “Dispute”), in accordance with the procedures set forth in this Section. If any Dispute cannot be resolved through negotiations between the parties within 5 days of notice from one party to the other of the Dispute, such Dispute will be finally settled through binding arbitration under the arbitration of the International Chamber of Commerce (“ICC”) then in effect (the “Rules”). Either party may commence the arbitration by delivering a request for arbitration as specified in the Rules. The arbitration will be conducted before a sole neutral arbitrator selected by agreement of the parties. If the parties cannot agree on the appointment of a single arbitrator within 30 days (the “Initial Period”) after either party to this Agreement delivers a request for arbitration, a neutral arbitrator will be selected as provided in the Rules. The award of the arbitrator will be the exclusive remedy of the parties for all claims, counterclaims, issues or accountings presented or plead to the arbitrator. The award of the arbitrator will require payment of the reasonable costs, fees and expenses incurred by the prevailing party in any such arbitration by the non-prevailing party. Judgment upon the award may be entered in any court or governmental body having jurisdiction thereof. Any additional costs, fees or expenses incurred in enforcing the award may be charged against the party that resists its enforcement.
Data Privacy
You expressly consent to the use and disclosure of personally identifiable and other data and information as described in Memoori’s then-current privacy policy displayed on the Site (“Privacy Policy”). Notwithstanding anything in the Privacy Policy, Memoori will have the right to collect, extract, compile and analyze non-personally identifiable data or information (data or information that does not identify an entity or natural person as the source thereof) resulting from Your access to the Site and Your use and operation of any Report or Services. To the extent any such data or information is collected or generated by Memoori, the data and information will be solely owned by Memoori and may be used for any lawful business purpose without a duty of accounting to You, provided that the data and information is used only in an aggregated form, without directly identifying You, any User or customer, or any other entity or natural person as the source thereof.
Refund Policy
All Reports purchased through this Site are Non-Refundable, without Exception. Subscription Services purchased through this Site are subject to a 30-day refund policy. If you request a refund within 30 days of purchase a full refund will be issued. Beyond 30 days from purchase Subscription Services purchased through this Site are Non-Refundable.