By purchasing and/or viewing and/or otherwise accessing in any way the Cloud-Based ATMs (the "Document") created by ATMIA & Payment Redesign, 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 ATMIA & Payment Redesign 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 ATMIA & Payment Redesign. Any use to the contrary is strictly prohibited and would result in significant damages to ATMIA & Payment Redesign.
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 ATMIA & Payment Redesign. Moreover, you agree not to use or disclose any information received or purchased from ATMIA & Payment Redesign or about ATMIA & Payment Redesign as a result of viewing this report to compete against ATMIA & Payment Redesign or to engage in any activity which is competitive with the business of ATMIA & Payment Redesign. You hereby agree to take any and all such further actions as ATMIA & Payment Redesign may reasonably request to ensure ATMIA & Payment Redesign'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 ATMIA & Payment Redesign 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. ATMIA & Payment Redesign disclaims all warranties as to the accuracy, completeness or adequacy of such information. ATMIA & Payment Redesign shall have no liability for errors, omissions or inadequacies in the information contained within the Document or for interpretations thereof. ATMIA & Payment Redesign 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 ATMIA & Payment Redesign 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 ATMIA & Payment Redesign 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 ATMIA & Payment Redesign.
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 ATMIA & Payment Redesign 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, ATMIA & Payment Redesign 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, ATMIA & Payment Redesign 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 ATMIA & Payment Redesign'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 ATMIA & Payment Redesign upon request by ATMIA & Payment Redesign.
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 ATMIA & Payment Redesign for any and all costs, including reasonable attorneys' fees, incurred in connection to ATMIA & Payment Redesign's enforcement of this Agreement. You and ATMIA & Payment Redesign 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 ATMIA & Payment Redesign 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 ATMIA & Payment Redesign. 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.