By purchasing and/or viewing and/or otherwise accessing in any way the ATM OS Migration Cost Model for Deployers (the "Document") created by Innovalue Management Advisors, you as a subscriber ("Subscriber" or "you") hereby fully acknowledge and agree to each of the following terms and conditions set forth below in this agreement (the "Agreement"):
The Document, including all of its contents, contains proprietary information that is the sole and exclusive property of Innovalue Management Advisors and is protected by U.S. and international copyright law and conventions. All contents contained within the Document, including, without limitation, all text, data, estimates, analyses, ideas, images, and graphics may not be used, distributed, copied, reproduced, published, forwarded, transmitted, disseminated, sold, or in any other manner shared, in whole or in part, directly or indirectly, with any other individual or party without obtaining the prior express written consent of Innovalue Management Advisors. Any use to the contrary is strictly prohibited and would result in significant damages to Innovalue Management Advisors.
You understand and agree that are subscribing to a single individual non-transferable license, which allows for a single designated internal user to access the Document with no rights of distribution to additional internal users or third parties. For the avoidance of doubt, this means that the Document cannot be shared with any other party, including customers or any other parties or individuals. You understand that any unauthorized distribution of the Document contrary to the aforementioned license shall constitute a breach of this Agreement and would result in significant damages to Innovalue Management Advisors. Moreover, you agree not to use or disclose any information received or purchased from Innovalue Management Advisors or about Innovalue Management Advisors as a result of viewing this report to compete against Innovalue Management Advisors or to engage in any activity which is competitive with the business of Innovalue Management Advisors. You hereby agree to take any and all such further actions as Innovalue Management Advisors may reasonably request to ensure Innovalue Management Advisors's continued sole ownership of the licensed information.
The Document is for informational purposes only and should under no circumstances be used or interpreted as any form of legal opinion, legal advice, or professional advice or recommendation. The document neither provides, nor is intended to be a substitute for, professional legal advice. The Document is being sold on an "as is" basis and Innovalue Management Advisors hereby disclaims and you waive any and all warranties relating to the Document or any other information of any kind being provided to you pursuant to the terms hereof including, without limitation, those relating to fitness for a particular purpose. The information contained within the Document has been obtained from sources believed without independent investigation to be reliable. Innovalue Management Advisors disclaims all warranties as to the accuracy, completeness or adequacy of such information. Innovalue Management Advisors shall have no liability for errors, omissions or inadequacies in the information contained within the Document or for interpretations thereof. Innovalue Management Advisors is under no obligation to provide you with any current or corrected information. The opinions and information expressed within the Document are subject to change without notice. Neither Innovalue Management Advisors nor any of its affiliates, directors, officers or employees, will be liable or have any responsibility of any kind for any loss or damage (whether direct, indirect, consequential, or any other damages of any kind even if Innovalue Management Advisors was advised of the possibility thereof) that you incur in connection with, relating to or arising out of the Document or the analysis, views, recommendations, opinions or information contained therein, or from any other cause relating to your access to, inability to access, or use of the Document, whether or not the circumstances giving rise to such cause may have been within the control of Innovalue Management Advisors.
This Agreement is in effect for two years from the date of purchase or first viewing, whichever is earlier. You will have a permanent license to the specific electronic and/or printed versions of the Document that were acquired in connection this Agreement. Any additional services to be provided by Innovalue Management Advisors shall be at your sole cost and expense. The license granted herein shall immediately terminate upon termination of the Agreement. Due to the easily transferable nature and the value of the information set forth in Document, Innovalue Management Advisors maintains a "no return" policy. All sales are final. Returns of downloaded research deliverables are not accepted at any time for any reason.
It is expressly agreed by you that the Document provided to you pursuant to this Agreement is of a highly confidential nature. Accordingly, it is expressly agreed that if you breach any of your obligations hereunder including, without limitation, your obligations to refrain from distributing the licensed information to any other party, Innovalue Management Advisors shall be granted, as a matter of right, injunctive or such other equitable relief as is necessary to restrain such breaching conduct. The aforementioned remedies shall in no way limit Innovalue Management Advisors's rights to additional legal and/or equitable remedies arising from your breach of this Agreement. Furthermore, upon termination of this Agreement due to such breach, the license granted herein shall terminate and all materials in possession by you will be immediately returned to Innovalue Management Advisors upon request by Innovalue Management Advisors.
Any disputes arising from or related to this Document or this Agreement, shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, USA. You further agree to reimburse Innovalue Management Advisors for any and all costs, including reasonable attorneys' fees, incurred in connection to Innovalue Management Advisors's enforcement of this Agreement. You and Innovalue Management Advisors hereby irrevocably (i) submit to the jurisdiction of any Massachusetts or United States Federal court sitting in Boston, Massachusetts in any action or proceeding arising out of or relating to this Agreement or any Annex, (ii) agree that all claims in respect of such action or proceeding may be heard and determined in such Massachusetts State court or in such Federal court, and (iii) to the fullest extent permitted by law, waive the defense of any inconvenient forum to the maintenance of such action or proceeding. Each of the parties hereto hereby irrevocably waives all right to trial by jury in any action, proceeding or counterclaim arising out of, or relating to, this agreement or the document.
Nothing contained herein shall constitute a joint venture partnership or other relationship between Innovalue Management Advisors and Subscriber and no such relationship exists. Neither party hereto can, or shall otherwise represent that such party can, bind the other. Neither party hereto is an agent of the other.
This Agreement may not be modified or amended other than by a written instrument executed by an authorized officer of Innovalue Management Advisors. This Agreement supersedes all prior agreements relating to the Document and sets forth the true understanding of the parties with respect to the Document.
As stated above, by purchasing and/or viewing and/or otherwise accessing the Document, you as a Subscriber hereby acknowledge and agree to each of the aforementioned terms and conditions set forth above in the Agreement.