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Interactive Financial eXchange Forum License This contract is a non-exclusive License Agreement (“Agreement”) between Celent, located at 745 Boylston Street, Suite 502, Boston, Massachusetts 02116, USA, and the “Licensee.” This Agreement may not be modified by Licensee.
1. TERMS AND CONDITIONS
Celent grants Licensee a non-exclusive and non-transferable license that allows Licensee the right to access, via the Internet, and download the Celent document entitled “The IFX Standard: Global Adoption Is Only a Matter of Time?” from the Web site of the IFX Forum, Inc. for Licensee’s individual use. Licensee may not sublicense or otherwise transfer this Licensed Access.
2. COPYRIGHT & USE RESTRICTIONS
The copyright on the text retrieved, displayed or output by the Licensed Access is owned by Celent and is protected by the copyright laws of the United States and international treaties. Each Licensee may print out a complete copy of the Document for personal archive purposes. Licensee may loan a personal archive copy to other employees of Licensee’s organization, but may not prepare, reproduce or distribute copies of the Document (or any portion thereof) to any external parties except as permitted pursuant to this License.
Licensee may not modify or create derivatives of the Document, except to copy, reformat and incorporate portions of the Document for internal use and distribution in connection with Licensee’s internal work product, provided Celent’s copyright notices are on every copy made.
This License may be utilized by Licensee only for (i) its internal use; (ii) use of its customers and suppliers in the ordinary course of Licensee’s business; or (iii) presentations at trade or technical gatherings.
This License grants Licensee only those rights under copyrights owned by Celent that cover the Document. No license, immunity or other right is granted, either directly or by implication, estoppel, exhaustion or otherwise: (a) under any Celent copyrights, trademarks or other Intellectual Property other than Celent copyrights covering the Document; or (b) to grant sub-licenses. Licensee disclaims any such negated license, immunity, or other right.
No title to or ownership of any copyright, trademark or other Intellectual Property is transferred by Celent to Licensee or other party under this License. Licensee agrees to include on all copies of the Document the following notice: “Copyright 2006 © CELENT. This document uses material owned by CELENT. All rights reserved.” Licensee agrees not to remove any other copyright notices or proprietary legends contained within the Document and agrees to faithfully reproduce all such notices and legends on all copies of the Document.
3. THIRD PARTY INTELLECTUAL PROPERTY
Celent’s Documents may include intellectual property that is licensed to Celent by one or more third parties. Any such license applicable to the Document will be identified in the Document. Under the terms of such license, Licensee has the right to use such intellectual property in the same manner that Celent’s intellectual property may be used. There is no charge for such use, but as a condition to Licensee using this intellectual property, the applicable licensing company may use, at no charge to it and in the same manner that the Document may be used, any of Licensee’s intellectual property that is contained in the Document. This third party intellectual property is provided without any warranties.
4. SUBSCRIPTION FEES
The Licensee shall be given access to the Licensed Access at no cost.
5. LIMITED WARRANTIES & LIMITATION OF REMEDIES
Celent has made its best efforts to ensure the currency and accuracy of the data retrieved by use of the Licensed Access. This Agreement makes no other warranties about the Licensed Access whatsoever. In the event of failure of service, Celent and/or its agents will make reasonable efforts to restore the Licensed Access. Neither Celent nor its agents are responsible for any events outside their reasonable control. Licensee’s sole remedy with respect to any unresolved failure is the right to terminate the Licensed Access.
THE DOCUMENT IS PROVIDED BY CELENT ON AN “AS IS” BASIS, AND CELENT HAS NO OBLIGATION TO PROVIDE ANY LEGAL OR TECHNICAL ASSISTANCE IN RESPECT THEREOF, TO IMPROVE, ENHANCE, MAINTAIN OR MODIFY THE DOCUMENT, OR TO CORRECT ANY ERRORS THEREIN. CELENT MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY AS TO INFRINGEMENT, AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CELENT SHALL HAVE NO LIABILITY IN RESPECT TO ANY INFRINGEMENT OF PATENTS OR OTHER RIGHTS OF THIRD PARTIES DUE TO LICENSEE’S OPERATION UNDER THE LICENSES HEREIN GRANTED.
6. LIMITATION ON LIABILITY
In no event shall Celent or its agents be liable for consequential, exemplary, special, incidental, punitive or indirect damages or attorneys fees in connection with a claim relating to this Agreement or the performance of the Licensed Access. In no event may Celent or its agents be liable for damages that exceed the total amounts received by Celent from the Licensee hereunder. Some states do not allow the exclusion or limitation of liability for incidental or consequential damages, and/or implied warranties, so the above limitations may not apply.
7. TERMINATION
Licensee may terminate this Agreement for any reason or at any time. The Agreement and license may be terminated by either party in the event of any breach of the terms of this Agreement
8. GENERAL TERMS
All matters relating to this Agreement shall be governed by the laws of the State of Delaware and the United States of America. If any of the terms of this Agreement are deemed unenforceable, the remaining provisions of this Agreement shall remain in full force and effect.
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