Data License Terms & Conditions
These Terms and Conditions govern Licensee’s use of Duff & Phelps, A Kroll Business operating as Kroll, LLC (“D&P”) Data. The ordering document (the “Order Form”) and these Terms and Conditions constitute the complete agreement and supersede any prior discussions or representations regarding use of the Data. If the terms of the Order Form are different from these Terms and Conditions, the Order Form will have priority. Other terms and conditions incorporated into a purchase order or the like shall not apply.
- License. Subject to these terms and conditions and the applicable Order Form, D&P grants to Licensee a non-exclusive, non-transferable, limited license (without the right to sublease or sublicense) to access and use the Data, during the Term, for Licensee’s own internal use solely to support its own business purposes, which includes the right to provide limited excerpts (defined as excerpts which: (a) have no independent commercial value; and (b) could not be used as a substitute for content derived from the Data) to Licensee’s direct clients solely for the purpose of performing services for such direct clients in the ordinary course of Licensee’s business activities. Licenses will ensure that the limited excepts will be attributed to D&P as the source in the following format:” Source: Duff & Phelps, A Kroll Business (insert name of the published work)”. Any rights not expressly granted herein are expressly reserved. Licensee is prohibited from causing or permitting the reverse engineering, disassembly or de-compilation of the Data. Licensee will not allow the Data to be used by, or disclose all or any part of the Data to, any person except authorized users in the Benefitting Group (as defined below). Licensee understands that the Data does not constitute legal, financial or other professional advice.
- Benefitting Group. The “Benefiting Group” is the total number of individuals employed by Licensee at all physical locations who will use or have access to the Data in any way, each individually a “Subscriber”. The Data may not be used or accessed by more than the number of Subscribers set forth on the Order Form. Licensee is responsible for maintaining the Data in a secure location and Licensee shall periodically instruct the Benefitting Group of their obligations hereunder.
- Payment. Licensee shall pay the fees set forth on the Order Form. Fees are payable in advance. Except as otherwise set forth herein, fees are non-refundable. Licensee will pay each invoice in accordance with the payment terms set forth on the Order Form. Licensee is responsible for paying any taxes relating to its use of the Data.
- Confidentiality. Confidential information received from each other will not be disclosed to anyone else without the disclosing party’s express consent, unless required by law. The parties will use industry standard administrative, physical and technical safeguards to protect the confidential information. If a court or government agency orders either of us to disclose the confidential information of the other party, the other party will be promptly notified so that an appropriate protective order or other remedy can be obtained unless such notification is legally prohibited. These obligations of confidentiality do not apply to information which: (a) is or becomes (through no act or omission of the receiving party), generally available to the public; (b) becomes known to the receiving party on a non-confidential basis through a third party who is not subject to an obligation of confidentiality; (c) was lawfully in the possession of the receiving party prior to such disclosure; or (d) is independently developed by the receiving party or any of its affiliates. Notwithstanding the foregoing, Licensee understands and agrees that D&P may disclose Licensee’s confidential information to D&P employees, agents and contractors (including its distribution partners) solely for purposes of fulfilling D&P’s obligations under this agreement, subject to obligations of confidentiality at least as restrictive as those set forth herein.
- Data Privacy. The parties will at all times process any personal data in accordance with applicable laws or regulations governing the processing of personal information. Licensee shall ensure that any personal data that it discloses to D&P is disclosed in accordance with the laws and regulations applicable to Licensee.
- Intellectual Property. Licensee acknowledges that all intellectual property rights in the Data are owned by D&P. Licensee will not remove or conceal any proprietary rights notice on the Data and will include such notices and any accompanying disclaimers on any copy of it. D&P acknowledges that all intellectual property rights in Licensee’s information are owned by Licensee. Neither party may use the other party’s name, trademarks or any derivatives of them, except for internal purposes or as required by law or regulation, without the other’s prior written consent, not to be unreasonably withheld.
- Warranty. D&P warrants to Licensee that the Data has been developed with commercially reasonable care and skill. D&P further warrants that that it owns all right, title and interest in and to the Data. The limited warranties in this section are made to Licensee exclusively and are in lieu of all other warranties. D&P MAKES NO OTHER WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, WITH REGARD TO THE DATA. D&P EXPLICITLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. D&P EXPRESSLY DOES NOT WARRANT THAT THE DATA, IN WHOLE OR IN PART, WILL BE ERROR FREE, OPERATE WITHOUT INTERRUPTION, OR MEET LICENSEE’S REQUIREMENTS.
- Indemnity. Licensee will defend, indemnify, and hold D&P and its affiliates harmless from and against any claims, liabilities, damages, losses and expenses, including reasonable legal fees and expenses, arising out of or in any way connected with Licensee’s access to or use of the Data, or Licensee’s breach of this Agreement.
- Limitation of Liability. LICENSEE ACKNOWLEDGES AND AGREES THAT, EXCEPT WITH RESPECT TO IP INFRINGEMENT CLAIMS, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF ACCESS TO AND USE OF THE DATA REMAINS WITH LICENSEE. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOST PROFITS, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE. IN NO EVENT WILL THE TOTAL LIABILITY OF D&P IN CONNECTION WITH OR RELATED TO THE DATA EXCEED THE FEES PAID OR PAYABLE TO D&P HEREUNDER FOR THE TWELVE-MONTH PERIOD IN WHICH SUCH LIABILITY FIRST AROSE.
- Miscellaneous. Licensee may not assign the agreement to anyone else without D&P’s prior written consent. If either party delays or fails to exercise any right or remedy under the agreement, it will not have waived that right or remedy. The Data may not be exported or re-exported in violation any applicable laws, rules or regulations. All notices must be in writing and sent by email or registered mail, courier, fax or delivered in person at the address set out on the latest Order Form. This agreement and any dispute or claim arising out of it will be governed by and construed in accordance with the laws of the State of New York.