3.5 Subject to clause 3.6, the Customer shall not:
- (a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
(i) and except to the extent expressly permitted under the Conditions, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
(ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
- (b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
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- (c) use the Services and/or Documentation to provide services to third parties; or
- (d) subject to clause 23.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorized Users, or
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- (e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 3; and
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- 3.6 The Customer may download and make copies of materials downloaded from the Supplier’s Website including materials from TrendMonitor LLC and may distribute such materials to Authorized Users.
- 3.7 The Customer shall use all reasonable endeavors to prevent any unauthorized access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorized access or use, promptly notify the Supplier.
- 3.8 The rights provided under this clause 3 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
4. Limitations
In no event shall Trndmonitor or its suppliers be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption,) arising out of the use or inability to use the materials on Trndmonitor's Internet site, even if Trndmonitor or a Trndmonitor authorized representative has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.
5. SERVICES
5.1 The Supplier shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of the Conditions.
5.2 The Supplier shall use commercially reasonable endeavors to make the Services available 24 hours a day, seven (7) days a week, except for:
(a) planned maintenance carried out outside Normal Business Hours; and
(b) unscheduled maintenance performed outside Normal Business Hours, provided that the Supplier has used reasonable endeavors to give the Customer at least six (6) Normal Business Hours’ notice in advance.
6. Links
Trndmonitor has not reviewed all of the sites linked to its Internet web site and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by Trndmonitor of the site. Use of any such linked web site is at the user's own risk.
7. Site Terms of Use Modifications
Trndmonitor may revise these terms of use for its web site at any time without notice. By using this web site you are agreeing to be bound by the then current version of these Terms and Conditions of Use.
8. Governing Law
Any claim relating to Trndmonitor's web site shall be governed by the laws of The United States of America without regard to its conflict of law provisions.
General Terms and Conditions applicable to Use of a Web Site.
9. CHARGES AND PAYMENT
The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this clause
9.2 The Customer shall on or before the Effective Date pay the Subscription Fees in cleared funds to the Supplier’s bank account as notified in the purchase order and provide:
(a) its credit card details to the Supplier, the Customer hereby authorizes the Supplier to bill such credit card:
(i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term
(b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer:
(i) on the Effective Date for the Fees payable in respect of the Initial Subscription Term; and
(ii) subject to clause 15.1, at least thirty (30) days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period,
and the Customer shall pay each invoice within thirty (30) days after the date of such invoice.
9.3 If the Supplier has not received payment on the due date, and without prejudice to any other rights and remedies of the Supplier:
(a) the Supplier may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
9.4 All amounts and fees stated or referred to in the Term Sheet:
(a) are exclusive of value added tax, which shall be added to the Supplier’s invoice(s) at the
appropriate rate.