Licensing Agreement

LICENSED CONTENT

Magna Global, Inc. (“Licensor”) will provide Licensee with the access to the products listed on the previous page, including access to the associated content (“Licensed Content”) as described in this Agreement. Only Licensee employees shall be permitted to use the Licensed Content, for internal business purposes only, and solely in accordance with the terms and conditions of this Agreement. Licensee acknowledges and agrees that Licensor owns or licenses all copyrights and other proprietary rights in and to the Licensed Content. Licensee shall not obtain any copyright or other proprietary right or interest in or to the Licensed Content. Licensee must not remove any proprietary notices or other notices of attribution on or within the Licensed Content and must reproduce such notices on any copies of the Licensed Content. The Licensed Content may be saved locally by Licensee employees, but shall not be posted on any Licensee internal network sharing site, such as SharePoint or Knowledge Bank, or made available to third parties. Extracts or charts from the Licensed Content (e.g. reports and data) can be used in presentations to third parties, within reason, and when fully sourced. Licensee will request prior authorization from Licensor if they wish to quote Licensed Content in their own publications or financial publications.

No services will be provided hereunder other than access to the Licensed Content. Should Licensee wish to engage Licensor to provide research or related services, the parties will agree upon terms and conditions governing such services in a separate written agreement.

INDEMNIFICATION

Licensee shall indemnify, defend and hold harmless Licensor and its affiliates, and their respective agents, employees, officers, shareholders, directors, successors and assigns (collectively, the “Licensor Indemnities”), from, against and in respect of any damages, claims, losses, proceedings, judgments, interest, penalties, amounts paid in settlement, costs and expenses (including reasonable attorneys’ fees) which are incurred by any of the Licensor Indemnities arising out of or related to third party claims resulting from Licensee’s breach or alleged breach of its obligations contained in this Agreement.

 

CONFIDENTIAL INFORMATION

Each party agrees that the terms of this Agreement and any other confidential business or technical information (collectively “Confidential Information”) disclosed by a party to the other party in the furtherance of this Agreement shall be held in strict confidence and shall not be disclosed to any third party without the express written consent of the other party, or used except as reasonably needed to perform obligations hereunder. The foregoing obligations will not apply to any information that the receiving party can demonstrate: (a) is or becomes known to the general public without fault or breach on the part of the receiving party; (b) the receiving party receives from a third party without breach of a nondisclosure obligation and without restriction on disclosure; or (c) was in the possession of the receiving party prior to disclosure by the other party. The Licensed Content shall be considered Licensor’s Confidential Information.

 

DISCLAIMER/LIMIT OF LIABILITY

LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE LICENSED CONTENT OR OTHER PRODUCTS OR SERVICES PROVIDED HEREUNDER ACCURATELY PREDICT OR FORECAST FUTURE MEDIA SPENDING OR OTHER FINANCIAL RESULTS. THE LICENSED CONTENT AND OTHER RELATED MATERIALS, PRODUCTS OR SERVICES ARE PROVIDED BY LICENSOR “AS IS” WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED OF ANY KIND, AND LICENSOR AND ITS LICENSORS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL LICENSOR, ITS AFFILIATES OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OR ANY OTHER DAMAGES, LOSSES, OR EXPENSES OF ANY KIND ARISING FROM OR RELATING TO THE LICENSED CONTENT AND/OR THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO DAMAGES RESULTING FROM ANY DELAY OR ERROR IN COMPILING OR PROVIDING LICENSEE WITH THE LICENSED CONTENT OR FROM LICENSEE’S USE OF THE LICENSED CONTENT. THE LIMITATIONS OF LIABILITY SET FORTH HEREIN WILL EXIST EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL ANY AMOUNT OWED BY LICENSOR TO LICENSEE UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF ALL FEES PAID BY LICENSEE TO LICENSOR HEREUNDER. In the event applicable law does not permit any limitation or exclusion of liability contained in this Section, the subject limitation or exclusion of liability shall be deemed modified so as to be effective to the greatest extent permitted.

MISCELLANEOUS

This Agreement sets forth the entire agreement and understanding between the parties hereto with respect to any subject matter contained herein and merges all prior discussions and agreements between them. This Agreement may not be changed or terminated orally, and no change, termination or attempted waiver of any of the provisions hereof shall be binding unless in writing signed by the parties. Each of the terms of this Agreement is to be deemed severable in whole or in part and, if any term or provision of this Agreement shall be held invalid, illegal, unenforceable or in conflict with any law governing this Agreement, the remaining terms and provisions or the application thereof to circumstances other than those as to which it is held invalid, illegal or unenforceable, shall remain in full force and effect.

NO LEGAL ADVICE

Licensor does not provide legal advice or legal services, and Licensed Content cannot and should not be relied upon as legal advice or legal services. Licensee is hereby advised to seek its own legal counsel regarding any legal issues relating to its business, including issues relating to the Licensed Content provided under this Agreement.

GOVERNING LAW

This Agreement shall be interpreted according to the laws of the State of New York and venue for any disputes arising out of or relating to this Agreement shall be in the applicable court in the County of New York, New York, notwithstanding its choice of law rules.

FORCE MAJEURE

Licensor shall not be liable for any delay or failure to make the Licensed Content continuously available if such delay or failure is due to any cause beyond the control of Licensor, including without limitation restrictions of law or regulations, labor disputes, acts of God, acts of terrorism or war, telecommunications, network or power failures or interruptions, or mechanical or electronic breakdowns.

COUNTERPARTS

This Agreement may be executed in counterparts, each of which will be deemed an original, but together will constitute one and the same instrument. Execution and delivery of this Agreement may be evidenced by facsimile transmission.