1.1 You and your Authorized Users (defined below in Section 2.1) are granted a nonexclusive, nontransferable, limited right to access and use the Services made available to you. The rights granted to each Authorized User are as follows:
(a) The right to electronically display content, information, data, infographics, and/or images retrieved from the Services (“Content”).
(b) The right to email, fax, download, or make printouts, graphical or otherwise, of Content retrieved from the Services in the ordinary course of your business, provided you comply with applicable copyright laws.
1.3 You may not exploit the goodwill of Ex Parte, including its trademarks, service marks, or logos, without the express written consent of Ex Parte. Under no circumstances may you or any Authorized User use or offer any part of the Services in any medium to compete with the business of Ex Parte.
1.4 All right, title, and interest (including all copyrights, trademarks and other intellectual property rights) in the Services belong to Ex Parte. Ex Parte™ and Ex Parte Prediction Engine™ are trademarks of Ex Parte. Neither you nor your Authorized Users acquire any proprietary interest in the Services, except the limited rights granted herein.
1.5 Neither you nor your Authorized Users may use the Services in any fashion that infringes the intellectual property rights or proprietary interests of Ex Parte. Your use of the Services must comply with all applicable laws, rules, or regulations.
2.1 Only your employees, temporary employees, affiliates, partners/members, and contractors are eligible to access and use the Services (“Eligible Users”). The term “Authorized User” means an Eligible User whom you have identified to Ex Parte for purposes of issuing an Ex Parte User Account. You agree that each Ex Parte User Account may only be used by the Authorized User to whom Ex Parte assigns it and that access to the Ex Parte Account may not be shared with or used by any other person. You will manage your roster of Authorized Users and will promptly notify Ex Parte to deactivate an Authorized User’s User Account if the Authorized User is no longer an Eligible User or you otherwise wish to terminate that Authorized User’s access to the Services. You are responsible for all use of the Services accessed with User Accounts issued to your Authorized Users. You will use reasonable efforts to prevent unauthorized use of User Accounts assigned to your Authorized Users and will promptly notify Ex Parte, in writing, if you suspect that a User Account is lost, stolen, compromised, or misused. You may not access or otherwise use the Services if you are identified on, and you may not provide access to the Services to any individuals identified on, OFAC’s list of Specially Designated Nationals, the UK’s HM Treasury’s Consolidated List of Sanctions Targets, or the EU’s Consolidated List of Persons, Groups, and Entities Subject to EU Financial Sanctions.
2.2 Use of the Services via mechanical, programmatic, robotic, scripted, or any other automated means is strictly prohibited. Unless otherwise agreed to by Ex Parte in writing, use of the Services is permitted only via manually conducted, discrete, individual use and retrieval activities.
2.3 The Services and feature functionality within the Services may be enhanced, added to, withdrawn, or otherwise changed by Ex Parte without notice.
3.2 EXCEPT AS OTHERWISE PROVIDED IN SECTION 3.1, THE SERVICES ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS AND Ex Parte EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
3.3 The Services are not intended to and do not constitute legal advice and no attorney-client relationship is formed by your use of the Services.
4.1 A Covered Party (as defined below) shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from (a) any errors in or omissions from the Services, (b) the unavailability or interruption of the Service or any features thereof, (c) your or an Authorized User’s use of the Services, (d) the loss or corruption of any data or equipment in connection with the Services, (e) the content, accuracy, or completeness of the Services, all regardless of whether you received assistance in the use of the Services from a Covered Party, (f) any delay or failure in performance beyond the reasonable control of a Covered Party, or (g) any content retrieved from the Internet even if retrieved or linked to from within the Services.
4.2 “Covered Party” means Ex Parte and any officer, director, employee, subcontractor, agent, successor, or assign of Ex Parte.
4.3 TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL THE AGGREGATE LIABILITY OF THE COVERED PARTIES IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO YOUR USE OF THE SERVICES EXCEED THE LESSER OF YOUR ACTUAL DIRECT DAMAGES OR THE AMOUNT YOU PAID FOR THE SERVICES IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE. YOUR RIGHT TO MONETARY DAMAGES IN THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU MAY HAVE AGAINST ANY COVERED PARTY.
4.4 TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, NEITHER YOU NOR THE COVERED PARTIES WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH, THE SERVICES OR THE FAILURE OF ANY COVERED PARTY TO PERFORM ITS OBLIGATIONS. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO YOUR (AND YOUR AUTHORIZED USERS’) INFRINGEMENT OF INTELLECTUAL PROPERTY OR MISAPPROPRIATION OF PROPRIETARY DATA BELONGING TO Ex Parte.
4.5 Notwithstanding anything to the contrary in this Section 4:
(b) In addition to Section 4.5(a), if the Services or the operation thereof become, or in the opinion of Ex Parte are likely to become, the subject of a claim of infringement, Ex Parte may, at its option and expense: (i) procure for you the right to continue using the Services, (ii) replace or modify the Services so that they become non-infringing, or (iii) terminate its Sales Agreement with you.
(c) The provisions of Sections 4.5(a) and (b) shall constitute your sole and exclusive remedy for the respective matters specified therein.
5.2 All notices and other communications hereunder shall be in writing or displayed electronically in the Services by Ex Parte. Notices shall be deemed to have been properly given on the date sent by electronic mail, if sent before 5:00 PM Eastern Time, and if not, on the following day; on the date deposited in the mail, if mailed; on the date first made available, if displayed in or on the Services; or on the date received, if delivered in any other manner. Legal notices to Ex Parte should be sent to Ex Parte, Inc., Attn: Chief Executive Officer, 7315 Wisconsin Ave., Suite 400W, Bethesda, MD 20814.
5.3 The failure of Ex Parte to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.
Revised April 25, 2022