EnsembleIQ hereby grants the (Licencee) a non-exclusive, non-transferable licence (the "Licence") to access and use the Monday Retail IQ Online Database (the "Licenced Materials") in accordance with the terms and conditions of this Agreement.
The Licence shall be effective from the date the Licenced Materials are accessed by Licencee and shall continue in effect until Licencee ceases all use of them. The Licence shall automatically terminate if Licencee fails to comply with any terms or conditions of this Agreement. Upon the expiration or termination of this Agreement, Licencee shall immediately discontinue the use of the Licenced Materials.
The Online Licenced Materials may only be accessed by Licencee. Licencee is not permitted to transfer the Licenced Materials to any third party in any manner for any reason. Licencee agrees and acknowledges that the results of the Licenced Services shall only be used by Licencee in accordance with the terms of this Agreement.
EnsembleIQ devotes significant financial, human and technical resources to developing the Licenced Materials and in keeping current the information contained in the Licenced Materials. Accordingly Licencee agrees that it is important that Licencee complies with the restrictions on the use of the Licenced Materials contained in this Agreement. Licencee may use the Licenced Materials only for Licencees' internal business purposes. Licencee may not use the Licenced Materials to provide a third party with similar data or services that are intended to substitute for the third party acquiring their own copy of the Licenced Materials. Licencee may not copy the Licenced Materials, in whole or in part, except that Licencee may print short excerpts of the information contained in the Licenced Materials where expressly allowed and indicated by EnsembleIQ. Except as expressly permitted by this Agreement, Licencee shall not disseminate, supply, disclose, distribute or transmit to a third party, or use, copy, modify, translate, reverse engineer, decompile, disassemble, assign, lend or transfer, by any means or in any medium, the Licenced Materials and/or all or any of the information contained therein.
All Intellectual Property Rights shall remain the sole and exclusive property of EnembleIQ, subject to the licence expressly granted hereby. EnsembleIQ shall retain all worldwide rights, title and interest in and to its trademarks, service marks and trade names worldwide, including any goodwill associated therewith. Any use of such trademarks by Licencee shall inure to the benefit of EnsembleIQ, and Licencee shall take no action that is inconsistent with EnsembleIQ' ownership thereof. EnsembleIQ will retain all worldwide rights, title and interest in and to its website https://mondayretailiq.ca/(the "Website") including, but not limited to, ownership of all copyrights, trademarks, look and feel and other Intellectual Property Rights therein).Assignment
Licencee shall not assign its rights or delegate its obligations under, or otherwise transfer, this Agreement.
ENSEMBLEIQ MAKES NO EXPRESS WARRANTIES AND EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE LICENCED MATERIALS ARE PROVIDED BY ENSEMBLEIQ AND ACCEPTED BY LICENCEE "AS IS" AND WITHOUT WARRANTY OF ANY KIND.
ENSEMBLEIQ'S ENTIRE LIABILITY SHALL BE LIMITED TO RETURN OF THE FEES PAID IN RESPECT OF THE LICENCED MATERIALS AND IN NO EVENT SHALL ENSEMBLEIQ, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR AFFILIATES, BE LIABLE TO LICENCEE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF THIS AGREEMENT, WHETHER BASED UPON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL ENSEMBLEIQ, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR AFFILIATES, ASSUME ANY LIABILITY WHATSOEVER TO A THIRD PARTY FOR LICENCEE'S USE OF THE LICENCED MATERIALS AND THE INFORMATION CONTAINED THEREIN, AND LICENCEE AGREES TO INDEMNIFY ENSEMBLEIQ AGAINST ANY CLAIMS BROUGHT BY SUCH PARTIES. THESE LIMITATIONS SHALL APPLY REGARDLESS OF THE CAUSE OF THE DAMAGE AND REGARDLESS OF THE FORM OF ACTIONS, WHETHER BASED UPON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
This Agreement shall be governed by the laws in force in the Province of Ontario. Licencee acknowledges that a breach of this Agreement may cause irreparable harm to EnsembleIQ and therefore Licencee agrees that upon any such breach EnsembleIQ shall be entitled to obtain injunctive or other equitable relief to enforce Licencee's obligations under this Agreement. This Agreement may not be modified except by a written agreement signed by both Parties.