This Purchase Agreement (“Agreement”) is made by the undersigned Purchaser and Market Insight Group, Ltd. (the “Company”).
Section 1 – Purchase
1.1 In exchange for payment of the purchase price set forth below, Purchaser has purchased from the Company the items in the Shopping Cart (the “Products”) for the price set forth therein (the “Purchase Price”).
1.2 Purchaser may not:
(i) include information obtained from the Products, or supply such information for inclusion in, any public document of any kind without obtaining the Company’s prior written consent (which may be subject to payment of a fee for such use of information);
(ii) provide copies of any Products, in whole or in part, to enable any recipient thereof to obtain the benefits of the Products.
1.3 If the Purchaser experiences difficulty downloading any Product(s), please contact the Company at firstname.lastname@example.org for assistance or an e-mail copy of the Product(s).
Section 2 – Proprietary Rights
2.1 All Products provided to Purchaser are proprietary and confidential to the Company, and Purchaser shall protect such Products as a trade secret. the Company shall have the right to audit Purchaser’s use of any Products to verify compliance with the provisions of this Agreement. Purchaser may not disclose or distribute, or permit to be disclosed or distributed, any Products or any information or data contained in or derived from any Products to any person, except as expressly permitted pursuant to this Agreement. Purchaser may not copy or use all or any portion of Products except as expressly permitted in accordance with this Agreement. The contents of the Products, are subject to copyright, database protection, and other rights under the laws of the United States and the country of use and is proprietary and confidential to the Company, and Purchaser shall protect the Products as trade secrets of the Company. Unauthorized use of the Products may violate copyright, trademark, and other laws. Purchaser must retain all copyright and other proprietary notices contained in the Products on any copy made consistent with the terms of this Agreement. Purchaser may not sell or modify the Products or reproduce, display, publicly perform, disclose or distribute, or permit to be disclosed or distributed, or otherwise use same in any way for any public or commercial purpose the contents of the Products or any information or data contained in or derived therefrom to any person, except as expressly permitted pursuant to this Agreement.
2.2 The Purchaser acknowledges that it has no claim to ownership by reason of its use of or access to the Products or their contents.
2.3 Other than as provided in this Agreement, recompiling, copying, publication, or republication of the contents of the Products, or any portion thereof, in any form or medium whatsoever, may be done only with specific written permission from the Company.
Section 3 – Purchaser Information
3.1 The Company may use the information it obtains relating to Purchaser, including Purchaser’s IP address, name, company name, mailing address, and e-mail address for its internal business and marketing purposes.
Section 4 – Indemnification
4.1 Purchaser agrees to defend, indemnify, and hold harmless the Company, its directors, officers, employees and agents, from and against any claims, actions, demands, defense costs (including reasonable attorney’s fees), judgments and other expenses arising out of Purchaser’s breach of the terms of this Agreement. the Company promptly shall notify Purchaser of any claim as to which indemnification will be sought and provide Purchaser reasonable cooperation in the defense and settlement thereof.
Section 5 – Disclaimer of Warranties/Limitation of Liability
5.1 The use of the Products is at Purchaser’s own risk.
5.2 THE PRODUCTS ARE PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. THE COMPANY, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, INCLUDING THE WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES RIGHTS, AND THE WARRANTY OF FITNESS FOR PARTICULAR PURPOSE. THE COMPANY MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE CONTENTS OF THE PRODUCTS.
5.3 IN NO EVENT SHALL THE COMPANY, ITS SUPPLIERS, OR ANY THIRD PARTIES BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL, SPECIAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE PRODUCTS, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER SUCH LOSS IS DIRECT OR INDIRECT, FORESEEABLE OR OTHERWISE.
5.4 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, UNDER NO CIRCUMSTANCES SHALL THE COMPANY BE LIABLE FOR ANY CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, ON WHATSOEVER BASIS, IN AN AMOUNT IN EXCESS OF THE PURCHASE PRICE ACTUALLY PAID PURSUANT TO THIS AGREEMENT.
5.5 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NO ACTION, REGARDLESS OF ITS FORM, ARISING FROM OR PERTAINING TO THE PRODUCTS OR THIS AGREEMENT MAY BE BROUGHT BY PURCHASER MORE THAN ONE (1) YEAR AFTER THAT ACTION HAS ACCRUED.
5.6 The Products and the information therein, do not include, nor shall they be construed as including, advice, guidance or recommendations from the Company to take, or not to take, any actions or decisions in relation to any matter, including without limitation relating to insurance or related matters. Should Purchaser take any such action or decision based on information in the Products, Purchaser does to so entirely at its own risk and the Company shall have no liability whatsoever for any loss, damage, costs or expenses incurred or suffered by Purchaser as a result.
5.7 In no event shall Purchaser provide access to the Products to any third party other than as permitted by Section 1 without obtaining prior written consent from the Company, which the Company may withhold in its absolute discretion.
Section 6 – Taxes
6.1 The Purchase Price does not include any sales or use tax, any value added tax or any other tax or other governmental charge payable in connection with Purchaser’s execution and delivery of this Agreement or the exercise of Purchaser’s rights hereunder. Purchaser shall pay any such tax or other governmental charge in addition to the Purchase Price, whether or not separately invoiced by the Company. Purchaser shall indemnify and hold harmless the Company from Purchaser’s failure to make any such payment in a timely manner.
6.2 The Purchase Price as stated in this Agreement is net of any applicable withholding taxes that may be imposed by governmental authorities of any country from which payment of such Purchase Price may be made. If any such withholding taxes shall be imposed or collected in connection with such Purchase Price such that the amount of such Purchase Price actually received by the Company shall have been reduced from the amount of the Purchase Price stated in this Agreement, Purchaser shall be responsible for paying to the Company such additional amounts from time to time as shall be necessary to cause the Company to have received in connection with this Agreement the full amount of the Purchase Price stated herein without regard to the imposition or collection of any such withholding taxes.
Section 7 – Miscellaneous
7.1 For purposes of all notices required or permitted to be given hereunder, said notices shall be in writing and shall be deemed to have been duly given if sent by facsimile or electronic mail, the receipt of which is confirmed by return facsimile or electronic mail, or sent by first class registered or certified mail or equivalent, return receipt requested. Notice pursuant to this Agreement shall be provided as follows:
If to the Company:
P.O. Box 670
10 Barbara Road
Hopkinton, MA 01748
Attn: Barry Rabkin
Phone: (508) 435-3136
If to Purchaser:
To Purchaser’s address as provided to the Company.
7.2 This Agreement contains the entire understanding and agreement of the parties with respect to the subject matter contained herein, supersedes all prior oral or written understandings and agreements relating thereto except as expressly otherwise provided.
7.3 If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to any law, the remaining provisions shall remain in full force and effect as if said provision never existed.
7.4 This Agreement is personal to Purchaser. Purchaser may not sell, transfer, sublicense, hypothecate or assign its rights and duties under this Agreement without the written consent of the Company. No rights of Purchaser hereunder shall devolve by operation of law or otherwise upon any receiver, liquidator, trustee, or other party. This Agreement shall inure to the benefit of the Company, its successors and assigns.
7.5 No waiver, amendment, or modification of any provision of this Agreement shall be effective unless consented to by both parties in writing. No failure or delay by either party in exercising any rights, power, or remedy under this Agreement shall operate as a waiver of any such right, power, or remedy.
7.6 The parties and their representatives signing this Agreement hereby acknowledge and represent that the representatives signing this Agreement are duly authorized agents of the parties hereto and are authorized to have full authority to enter into this Agreement on behalf of the parties for whom they are signing.
7.7 The section headings used herein are for reference and convenience only, and shall not enter into the interpretation hereof.
7.8 This Agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts without regard to its conflicts of laws rules. No action regarding this Agreement, any Products or the relationship between Purchaser and the Company may be commenced in any court except the Superior Court of Suffolk County, Massachusetts, or the United States District Court for the District of Massachusetts, which courts shall have the exclusive jurisdiction over any such action. Purchaser and the Company (i) consent to the personal jurisdiction of the courts of the Commonwealth of Massachusetts and the United States District Court for the District of Massachusetts in any such action; (ii) consent to the venue of the Superior Court of Suffolk County, Massachusetts, and of the United States District Court for the District of Massachusetts in any such action; and (iii) consent to service of process by the means specified herein for giving notice. Notwithstanding the foregoing, nothing in this Agreement shall prevent the Company from pursuing injunctive relief or similar to enforce the provisions hereof, in any appropriate forum.