By submitting the completed Order Form, or by using MarketCD + CompanyCD, you agree to all terms hereunder.

1. Definitions.
MarketCD + CompanyCD are the CD-Rom information titles provided by Markets & Companies, consisting of information services and CD-Rom content provided by Markets & Companies, associates of the organisation, and third parties. "You" or "your company" refers to each person who purchases a CD-Rom title ("MarketCD + CompanyCD") or who is authorized to access and use the MarketCD + CompanyCD.

2. General.
This Agreement explains the Standard Terms and Conditions that apply to your use of MarketCD + CompanyCD. By submitting the MarketCD + CompanyCD Order Form, or by using MarketCD + CompanyCD, you are deemed to have agreed to comply with all of the terms and conditions of this Agreement. The right to use MarketCD + CompanyCD is personal to you or direct employees of your company in the same location as you and is not transferable to any other person or entity. You are responsible for all use of your MarketCD + CompanyCD under any user access codes by any person and for ensuring that all use of your access complies fully with the provisions of this Agreement. You are responsible for protecting the confidentiality of your access codes.

3. Ownership.
This is a license, not a sale, and as the licensee, you own only the CD-Rom disc/s on which the MarketCD + CompanyCD software programs, text, data, graphics and other material are contained (the "Title"). Markets & Companies and its agents shall retain full and complete ownership of the Title, and all copies of the Title, regardless of the media or form on or in which the original discs or other copies may exist, including copies which are made in violation of the terms of this License.

4. License Grant.
In consideration of payment of the license fee, which is a portion of the price you paid, Markets & Companies grants you a non-exclusive license to use the Title. All rights not expressly granted to you are reserved to Markets & Companies and its associates and agents.

5. Terms.
Markets & Companies have the right at any time to change or modify the terms and conditions applicable to your use of MarketCD + CompanyCD or to impose new conditions with respect to such use. Markets & Companies shall have the right at any time to change or discontinue any aspect or feature of MarketCD + CompanyCD, including but not limited to content, functionality, availability, and software needed for access or use. Such changes, modifications, or additions shall be effective immediately upon notice thereof, which may be given by means including but not limited to posting on MarketCD + CompanyCD, electronic or conventional mail, or any means by which you obtain actual knowledge. Any use of MarketCD + CompanyCD by you after such notice shall be deemed to constitute acceptance by you of such changes, modifications, or additions.

6. Use.
MarketCD + CompanyCD contains copyrighted material, licensed products, and other proprietary information. No copying, automated browsing or downloading, redistribution, publication, or commercial exploitation of material available on MarketCD + CompanyCD is permitted, except as otherwise expressly permitted under applicable U.S. copyright law. In addition, such material may be directly used for noncommercial purposes in connection with the preparation of papers, reports, presentations, or research uses, provided that such use does not exceed the lesser of 25% of any single MarketCD + CompanyCD volume. In the event of any permitted use of copyrighted material, no changes in or deletion of author attribution or copyright notice shall be made without written authorization from the publisher or other copyright owner.

7. Disclaimer of Warranty; Limitation of Liability.
Neither Markets & Companies, its associates, nor any third-party content providers or licensors makes any warranty whatsoever, including without limitation: that the operation of MarketCD + CompanyCD will be accessible or error-free; as to the results that may be obtained from use of MarketCD + CompanyCD; or as to the accuracy, reliability, availability, suitability, quality, or operation of any information, software, or service provided on or accessible from MarketCD + CompanyCD. MarketCD + CompanyCD IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE AND NON INFRINGEMENT AND THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. YOUR USE OF MarketCD + CompanyCD IS AT YOUR SOLE RISK. IN NO EVENT SHALL Markets & Companies BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO MarketCD + CompanyCD, EVEN IF Markets & Companies WAS PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In the event any claim relating to the performance or nonperformance by Markets & Companies pursuant to this Agreement, or in any other way concerning MarketCD + CompanyCD, is made by you, the actual damages to which you may be entitled shall be limited to the purchase price paid by you for MarketCD + CompanyCD.

8. Indemnification.
You agree to defend, indemnify, and hold harmless Markets & Companies, its associates, and their respective directors, officers, employees, and agents from and against all claims and expenses, including attorneys' fees, arising out of the use of MarketCD + CompanyCD by you or your company.

9. Termination of Agreement.
Either party shall have the right to terminate this Agreement at any time by providing notice of termination to the other. In the event of termination of this Agreement by either party, you shall have no claims against Markets & Companies or its associates. Termination of this Agreement automatically terminates your license to use MarketCD + CompanyCD and any content or other material contained therein. If you acquired an Annual Re-seller User Account for MarketCD + CompanyCD and you terminate this Agreement within 21 days of the date of activation of your Account, you shall receive a pro rata refund of the access fees paid to Markets & Companies. If you purchased a single user access to MarketCD + CompanyCD or if your MarketCD + CompanyCD was acquired with a discounted or promotional offer and you terminate this Agreement, you will not receive any refund of the price paid to Markets & Companies. If Markets & Companies terminates this Agreement, other than as a result of your breach of this Agreement, Markets & Companies shall refund to you a pro rata portion of the price paid to Markets & Companies, if any, for the unused portion of the access to the MarketCD + CompanyCD.

10. Miscellaneous.
This Agreement and any Markets & Companies policies relating to your operation of MarketCD + CompanyCD constitute the entire agreement between Markets & Companies and you with respect to the subject matter hereof, and supersedes all previous written or oral agreements between the parties with respect to such subject matter. This Agreement shall be subject to and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws rules. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import. The provisions of the above Sections shall as appropriate survive termination of this Agreement.

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