NewsEdge® v8™ LICENSE AGREEMENT TERMS AND CONDITIONS
Acquire Media Ventures Inc. ("Acquire Media") will supply, and Licensee will use, the NewsEdge® v8™ service, in accordance with the following terms and conditions:
(a) "Licensed Content" means any data, materials, reports, images or other information, in any form, which Acquire Media licenses and provides to Licensee, as listed in the Order Form as "Licensed Content," including but not limited to headlines, stories, press releases, articles, publications, translations, text, clips, graphics, photographs, images, videos, audio files, charts, tables, securities prices, formatting elements, artwork, logos, metadata and all other materials contained therein, whether or not protected by copyright.
(b) "Media Provider" means Acquire Media and any third-party from which Acquire Media has acquired the right to distribute and to grant Licensee the right to use the Licensed Content or, with respect to Other Delivered Content (as defined in subsection 1(d) below), the third-party from which Licensee has acquired the right to receive and to use such Other Delivered Content pursuant to agreements entered into between Licensee and such third party.
(c) "End-User" means an individual who has been authorized by Licensee to access the Licensed Content, but is limited to Licensee's officers, employees, agents, consultants and customers, and potential customers of Licensee who have accessed the Licensed Content for their own investment or informational purposes.
(d) "Other Delivered Content" means data, materials, reports, images or other information, in any form, which Acquire Media does not license to Licensee but which Acquire Media delivers to Licensee, as listed in Order Form as "Other Delivered Content," and the right to receive and to use such data, materials, reports, images or other information, in any form, derives from a separate agreement between Licensee and a Media Provider.
(e) "Content" means both Licensed Content and Other Delivered Content.
(f) "Software" means any computer software and associated media and printed materials (which may also include "online" or electronic documentation) supplied by or on behalf of Acquire Media to Licensee in connection with the distribution of the Content.
2. Grant of Rights – Licensed Content.
(a) Subject to all of the terms and conditions of this Acquire Media NewsEdge v8™ License Agreement (“AMNLA”), Acquire Media grants to Licensee a nonexclusive, non-transferable (except to the extent expressly set forth in Section 9(a) of this AMNLA) license to display and otherwise to make available to its End-Users the Licensed Content, to the extent expressly set forth in the Order Form; provided, however, that Licensee and its End-Users may use any metadata provided by Acquire Media solely for purposes of accessing and viewing the Licensed Content and for no other purpose.
(a) Licensee may not in any way make the Licensed Content available, through any medium,
(i) to any person or entity who is not an End-User or which redistributes or causes the redistribution of the Licensed Content without prior written permission of Acquire Media,
(ii) for use in print, television or radio news media (including Web sites affiliated with or supporting entities engaged in such news distribution) without prior written permission of Acquire Media,
(iii) to any person or entity which links the Licensed Content to a Web site, or otherwise distributes or makes available material, which is pornographic, obscene, defamatory, harassing, grossly offensive, malicious in nature, or which infringes, or potentially infringes, any intellectual or other property rights (including copyright, patent, trademark and trade secret rights) of any person, or
(iv) to any person or entity which uses or permit the use of the Licensed Content in any way that compromises the integrity thereof or which infringes any copyrights or proprietary interests of any Media Provider.
(b) All Content displayed by Licensee or any End-Users shall include any copyrights or other proprietary legends and protections relating to the Content, and any datelines provided by the Media Providers.
(c) All use by Licensee, or its End-Users, of the Software shall be pursuant to the term of the Acquire Media NewsEdge v8 Software License rider annexed hereto as Exhibit A.
(d) All title and copyrights in and to the Licensed Content (including but not limited to any images, photographs, animations, video, audio, music, text, and metadata), and any copies of the Licensed Content, are owned by the Media Providers. The Licensed Content is protected by copyright laws and international treaty provisions. No rights of any kind in, or with respect to, the Licensed Content, other than those expressly granted by this AMNLA, are transferred to Licensee pursuant to this AMNLA.
(e) With respect to the Licensed Content and each End-User, the license granted hereunder is limited to display and retrieval of news stories on such End-User's desktop. By way of illustration and not limitation, the license shall not cover systems or applications that enable any program (including without limitation algorithmic trading programs), data mining, text mining, or trend analysis function, that integrate news with customer relationship management, order management, trading, or portfolio management tools or systems, or mid- or back-office applications, and Licensee and each such End-User shall have no right pursuant to this AMNLA to distribute the Licensed Content via email, instant messaging (other than limited portions on an occasional basis in the normal course of business in communications with other employees and/or securities professionals), a customer Intranet, personal digital assistants, wireless application protocol, or short message service or radio system.
(f) With respect to Other Delivered Content, the rights of Licensee with respect to the use, display or distribution of such content will be governed by the terms of the license agreement between the Media Provider of such content and Licensee; provided, however, that Acquire Media reserves the right to comply with the requests of such Media Providers regarding corrections to and retractions of Content, display of Content, exclusion of Content and suspension of delivery set forth in Section 4 of this AMNLA.
3. Delivery of the Content. Subject to the performance of Media Providers, Acquire Media will use commercially reasonable efforts, consistent with industry standards, to maintain the timeliness of its delivery of the Content to Licensee.
4. Use and Display of Content.
(a) In the event that a Media Provider notifies Acquire Media that, in the opinion of the Media Provider, the Content is being displayed in any manner or in conjunction with any other material that, in the Media Provider's sole discretion, tarnishes, disparages or is otherwise objectionable to the Media Provider or harms the image of the Media Provider and its services, Licensee, immediately after receipt of such notification in writing from Acquire Media (including notice by email), shall, as directed by the Media Provider, cause such objectionable manner of display to cease or cause such objectionable material to be removed from any locations on which it appears.
(a) In the event that Acquire Media receives notice from any Media Provider that it has elected to exclude any Content from the Content being delivered pursuant to this AMNLA, based on any notice from any party (whether a natural person, corporation, government agency or other business or legal entity) to such Media Provider asserting any challenge to its rights with respect to the use of any Content, or a good faith concern that any particular use of such Content may create legal liability for it, Acquire Media, and/or Licensee, then Acquire Media shall have the right, without incurring any liability to Licensee, at any time, to exclude such Content from the rights granted hereunder. Acquire Media shall give prompt notice to Licensee of any such exclusion.
(b) In the event that a Media Provider instructs Acquire Media to suspend providing the Media Provider's Content, or a portion thereof, to Licensee, Acquire Media may, without liability to Licensee, suspend the providing such Content, after providing prior written notice to Licensee (including notice by email), until otherwise instructed by the Media Provider.
(c) In the event that Acquire Media determines in its sole discretion that breach by Licensee or its End-Users of any provision of this AMNLA might cause Acquire Media to be in breach of its obligations to a Media Provider, in addition to any other remedies Acquire Media may have, pursuant to this AMNLA or otherwise, Acquire Media may on one–hour's notice (including notice by email) suspend delivery of the Content from such Media Provider to Licensee until the breach is cured.
(d) Acquire Media's suspension of delivery of Content pursuant to Sections 4(c) and 4(d) shall not constitute a breach of its obligations pursuant to this AMNLA.
5. Acquire Media Charges.
(a) Licensee shall pay to Acquire Media all of the fees and charges in accordance with the pricing schedule and provisions set forth in the Order Form, plus all applicable federal, state and local taxes. Acquire Media shall not be required to render an invoice with respect to any such fees due.
(b) Licensee shall pay a service charge of one and one half percent per month with respect to all payments that are not made in full within 45 days of the date due. In addition to all other remedies, Acquire Media reserves the right to suspend the delivery of the Content to Licensee if Licensee's account is 60 or more days past due, after notice by facsimile, email, and/or overnight delivery of Acquire Media's intention to suspend service in five business days if full payment is not received by Acquire Media with respect to all payments which are then 45 or more days past due.
(c) Licensee may add additional users at any time on notice to Acquire Media. Licensee will be billed for such additional users at the rate applicable to such additional users for the balance of the term of this AMNLA.
(d) The fees and charges charged during any renewal period will be based on the price schedule in effect at the time of the renewal.
(e) Licensee shall be solely responsible for all costs and expenses associated with Licensee's communications lines and equipment used to receive the Content, and, to the extent specified in the Order Form, other communications charges borne by Acquire Media in delivering the Content to Licensee.
(f) Acquire Media may, upon ten-days' prior notice, review the books and records of Licensee relating to the license granted to Licensee or with respect to the Services or the number of End-Users at the place where such books and records are maintained, during normal business hours in a manner which would not unreasonably interfere with normal business activities. A true copy of any report of the result of any such review shall be delivered to Licensee promptly upon completion. In no event shall any review be made for any period beginning more than three years prior to the date of the review, nor may reviews be conducted more frequently than annually. Any such review shall be at the sole cost and expense of Acquire Media unless errors in Acquire Media's favor shall be established as a result thereof amounting to at least five percent of the amount payable to Acquire Media for the period examined, in which case Licensee shall reimburse Acquire Media for the reasonable cost thereof, in addition to the payment of the amount of any underpayment, together with simple interest, at the then current Citicorp Prime Rate, computed from the date on which the payment was due. Such payment shall be made within 30 days of notice to Licensee of the results of any such review.
6. Term and Termination.
(a) The term of this AMNLA shall commence as of the date specified in the Order Form and continue for the period specified in the Order Form. Either party must deliver written notice of cancellation at least 30 days before the end of the then-current term or else the term of this AMNLA will be extended for one year.
(b) Either party may terminate this AMNLA in the event that the other party materially breaches this AMNLA, and fails to cure or to correct such breach within 20 days after it receives written notice of the breach. Licensee's failure to make payment after receipt of a notice of suspension (as described in Section 5(b)) constitutes material breach.
(c) Either party shall have the right to terminate this AMNLA upon the other party (i) becoming or being declared insolvent or bankrupt, (ii) becoming the subject of any proceedings relating to its liquidation, insolvency or for the appointment of a receiver or similar officer for it, or (iii) making an assignment for the benefit of all or substantially all of its creditors.
(d) Upon termination of this AMNLA, Licensee will destroy, and cause its End-Users to destroy, all copies of the Content then in its possession (except to the extent that information or permitted excerpts or quotations from the Content has been incorporated into Licensee's services) and, within ten business days, certify in writing to Acquire Media that such destruction has been completed; provided, however, that Licensee shall have the right to retain any of the Content so permitted by the originating Media Provider upon presentation of documentation of such rights to Acquire Media, which Acquire Media in its sole reasonable judgment deems to be sufficient.
(e) In addition to its other remedies, pursuant to the provisions of this AMNLA or otherwise, upon seven-days' notice, Acquire Media in its sole discretion may suspend delivery of Content to Licensee if Licensee shall be in material breach of any of its obligations pursuant to this AMNLA and may continue such suspension until such breach is cured and Licensee has demonstrated to Acquire Media that it has taken action to ensure that such breach shall not reoccur.
(a) Acquire Media hereby represents and warrants that it has full title to, or authority to use and/or distribute, the Licensed Content and that Acquire Media's use and distribution of the Licensed Content does not infringe on the intellectual property rights of any other party or entity.
(b) Licensee hereby represents and warrants that it has, and will have for the term of this AMNLA, full authority to use the Other Delivered Content being delivered pursuant to this AMNLA, in accordance with separate agreements between Licensee and the relevant Media Provider.
(c) ACQUIRE MEDIA AND ITS MEDIA PROVIDERS EXPRESSLY DISCLAIM ANY OTHER WARRANTIES FOR THE LICENSED CONTENT AND ITS DELIVERY. THE CONTENT IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY AS TO THE ACCURACY OF THE LICENSED CONTENT OR THE AVAILABILITY OF THE DELIVERY SERVICE, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. EXCEPT TO THE EXTENT OF THE EXPRESS WARRANTIES CONTAINED IN SUBSECTION (a) OF THIS SECTION 7, THE ENTIRE RISK ARISING OUT OF USE OF THE LICENSED CONTENT OR ITS DELIVERY REMAINS WITH LICENSEE.
(d) UNDER NO CIRCUMSTANCES SHALL ACQUIRE MEDIA OR ITS SUPPLIERS OR MEDIA PROVIDERS (EXCEPT TO THE EXTENT ANY SUCH MEDIA PROVIDER MAY HAVE AGREED OTHERWISE PURSUANT TO A SEPARATE AGREEMENT WITH LICENSEE) BE LIABLE FOR ANY DAMAGES, INCLUDING SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE PROVISION OF THE LICENSED CONTENT, OR THE DELIVERY OF THE CONTENT, INCLUDING, BUT NOT LIMITED TO, COMPUTER FAILURE OR MALFUNCTION, FAILURE OF PERFORMANCE, MISTAKES, OMISSIONS OR DELAYS IN OPERATION, TRANSMISSION OR RECEIPT OF DATA, LOSS OF DATA, COMMUNICATIONS FAILURES, BUSINESS INTERRUPTION, OR LOST PROFITS, IN CONTRACT, TORT OR OTHERWISE, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. INFORMATION CONTAINED IN THE LICENSED CONTENT IS OBTAINED FROM SOURCES BELIEVED TO BE RELIABLE. HOWEVER, ACQUIRE MEDIA AND THE MEDIA PROVIDERS DO NOT GUARANTEE THE ACCURACY AND COMPLETENESS OF THE INFORMATION CONTAINED IN THE LICENSED CONTENT WHICH IS SUPPLIED ON AN “AS IS” BASIS.
(e) UNLESS SPECIFICALLY RESTRICTED BY THE EXPRESS PROVISION OF THIS AMNLA, ACQUIRE MEDIA AND THE MEDIA PROVIDERS RESERVE THE RIGHT TO ADD OR WITHDRAW SOURCES AND ITEMS OF COVERAGE FROM THE LICENSED CONTENT WITHOUT PRIOR NOTICE TO LICENSEE.
(f) EXCEPT WITH RESPECT TO ITS OBLIGATIONS OF INDEMNIFICATION SET FORTH IN SECTION 8 OF THIS AMNLA, IN NO EVENT SHALL ACQUIRE MEDIA BE LIABLE FOR ANY DAMAGES, LIABILITIES, LOSSES OR EXPENSES, IN EXCESS OF THE AGGREGATE AMOUNT ACQUIRE MEDIA SHALL HAVE RECEIVED FROM LICENSEE PURSUANT TO THIS AMNLA FOR THE CURRENT TERM THEN IN EFFECT.
(g) BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO LICENSEE.
(a) Licensee shall indemnify and hold Acquire Media and each Media Provider, and their respective officers, directors, employees and agents, harmless from and against any and all claims, damages, losses, liabilities or expenses, including reasonable attorney's fees and expenses, resulting from or arising out of Licensee's use, or unauthorized distribution, of the Content, including but not limited to alteration or modification of the Content.
(b) Acquire Media shall indemnify and hold Licensee harmless from and against all claims and damages, including reasonable attorney's fees and expenses, incurred by Licensee to the extent such claims or damages arise out of a valid claim that the delivery of the Content to Licensee infringes the copyright, or other proprietary right of a third party pursuant to applicable law and provided that Licensee has used the Content in accordance with the instructions and restrictions of Acquire Media and the Media Providers. THE FOREGOING STATES LICENSEE'S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO CLAIMS OF INFRINGEMENT OF THIRD PARTY PROPRIETARY RIGHTS OF ANY KIND, AND ACQUIRE MEDIA EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF NONINFRINGEMENT.
(c) Such obligations are subject to the following conditions (i) indemnified party shall promptly notify the indemnifying party in writing of any claim or litigation that is subject to such indemnification obligation; (ii) indemnified party shall grant to indemnifying party sole control of the settlement, compromise, negotiation and defense of any such claim; and (iii) indemnified party gives indemnifying party all information, assistance and authority, at indemnified party's expense, to enable indemnifying party to so defend or otherwise settle or dispose of such claim or suit on behalf of indemnified party. The party requesting indemnification shall have the right, at its own expense, to participate in the defense of any such claim or litigation through counsel of its own choosing, and shall in any event cooperate reasonably with the indemnifying party in the defense of such claim or litigation.
(a) Assignment. Licensee may assign this AMNLA to any subsidiary or affiliate or entity owned or controlled by Licensee without regard to the jurisdiction of incorporation of such subsidiary, affiliate or entity, or as part of the sale of that part of its business or any substantial portion of its data processing facilities, or pursuant to any merger, consolidation or other reorganization, without Acquire Media's consent, upon notice to Acquire Media. Acquire Media shall not assign this AMNLA without Licensee's prior written consent, which shall not be unreasonably withheld, except to an affiliate or to an entity acquiring all or substantially all of the business or assets of Acquire Media, provided that such assignee has the full ability to perform Acquire Media's obligations pursuant to this AMNLA. An assignee of either party, if authorized hereunder, shall be deemed to have all of the rights and obligations of the assigning party set forth in this AMNLA. It is understood that no assignment shall release the assigning party from any of its obligations hereunder.
(b) Notice. All notices which either party is required or permitted to give by any provision of this AMNLA shall be in writing and shall be delivered by hand, mailed by certified mail, return receipt requested or registered mail, return receipt requested, or sent by a reputable overnight air express company, addressed to Acquire Media as follows:
Acquire Media Ventures Inc.
3 Becker Farm Road – Suite 401
Roseland, NJ 07068
with a copy to
Acquire Media Ventures Inc.
Attention: General Counsel
3 Becker Farm Road – Suite 401
Roseland, NJ 07068
and Licensee at the address first set forth in Order Form – Schedule A or to such other address as the party shall specify by ten-days' prior notice given in accordance with this subsection. All such notices shall be deemed given on the date of receipt.
(c) Force Majeure. Acquire Media shall not be liable for any delays in its performance pursuant to this AMNLA due to causes beyond its reasonable control or anticipation, including, without limitation, fire, war, earthquake, floods, strikes, lockouts, other labor controversies, riots, civil commotion, acts or restrictions of any government or governmental agency, orders of court or shortages, delays or interruptions in the availability of facilities or materials as specified in the Order Form.
(d) Headings. The captions of the various sections of this AMNLA have been inserted only for the purpose of convenience; such captions are not a part of this AMNLA and shall not be deemed, in any manner, to modify, explain, enlarge or restrict any of the provisions of this AMNLA.
(e) Governing Law. This AMNLA shall be governed by and construed pursuant to the laws of the State of New Jersey without giving effect to the choice of law principles thereof.
(f) Consent to Jurisdiction, Venue and Service. Each party consents and agrees that all legal proceedings relating to the subject matter of this AMNLA shall be maintained in courts sitting within the State of New Jersey, and each party consents and agrees that jurisdiction and venue for such proceedings shall lie exclusively with such courts.
(g) Severability. If any provision of this AMNLA or any Schedule or the Order Form attached hereto is held invalid or otherwise unenforceable, the enforceability of the remaining provisions of this AMNLA and the Schedules and the Order Form will not be impaired thereby.
(h) No Waiver. The failure by any party to exercise any right or remedy provided for herein will not be deemed a waiver of any right or remedy hereunder.
(i) Survival. In the event of the termination or upon expiration of this AMNLA, Sections 2(b), 2(c), 2(d), 2(e), 2(f), 4, 5(f), 6(d), 6(e), 7(d), 7(f), 8 and 9 hereof will survive and continue in full force and effect.
(j) Complete Agreement. The terms and conditions of the Order Form, Schedules, Exhibits and Riders, if any, attached hereto, are incorporated into this AMNLA by this reference and shall constitute part of this AMNLA as if fully set forth herein. In the event of a conflict between the terms of this AMNLA and any Schedule, Exhibit or Rider, if any, the terms of the Schedule, Exhibit or Rider, shall control. This AMNLA, including the Order Form, Schedules, Exhibits and Riders, if any, attached hereto, sets forth the entire understanding of the parties as to the Content described in the Order Form and the delivery of the Content and may not be modified except in a writing executed by both parties.
NewsEdge v8™ LICENSE AGREEMENT Exhibit A — NewsEdge v8™ SOFTWARE LICENSE RIDER
You should carefully read the following terms and conditions before using the NewsEdge v8TM Software. Acquire Media Ventures Inc. (“Acquire Media”) will only license the Software to you if you first accept the terms of this license agreement. Using this software indicates your acceptance of these terms and conditions. If you do not agree with them, you should not use the Software; either return or destroy your copy.
These license terms apply to your installation and use of the Software, which Software includes copyrighted materials and programs of our licensors (collectively referred to as the “Software”).
The Software contained in this package is intended only for users of our services and not for any other users. You may not use the Software contained in this package to upgrade any software that you did not obtain from us.
1. License Grant. This Software is licensed and not sold. Title to the Software does not pass to you. We own, or license from the owner, copyrights in the Software. You obtain no rights other than those granted to you pursuant to this NewsEdge v8™ Software License Agreement. The term “Software” means the original (including any revisions, enhancements, updates, or the like) and all whole or partial copies of it, including modified copies or portions merged into other software. You are responsible for the selection and use of, and results obtained from, the Software. This Software may be used only in conjunction with our service. Unless otherwise specifically authorized by your agreement with us, this Software may only be used by you on one machine at any one time. You may not reverse assemble or reverse compile the Software. You may not sublicense, rent, lease, transfer, distribute, modify or assign the Software.
2. Copying. Each copy, or partial copy, made by you pursuant to this Agreement shall include the copyright/proprietary rights notice(s) embedded in or affixed to the Software. If you transfer possession of any copy or portion of the Software to another party, your license is automatically terminated.
3. Disclaimer of Warranty and Limitation of Liability.
(a) Acquire Media hereby represents and warrants that it has full title to, or authority to use and/or distribute, the Software and that Acquire Media’s use and distribution of the Software does not infringe on the intellectual property rights of any other party or entity.
(b) ACQUIRE MEDIA AND ITS LICENSORS EXPRESSLY DISCLAIM ANY OTHER WARRANTIES FOR THE SOFTWARE. THE SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. THE ENTIRE RISK ARISING OUT OF USE OF THE SOFTWARE OR ITS PERFORMANCE REMAINS WITH LICENSEE.
(c) UNDER NO CIRCUMSTANCES SHALL ACQUIRE MEDIA OR ITS LICENSORS BE LIABLE FOR ANY DAMAGES, INCLUDING SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE, OR ITS PERFORMANCE OR FAILURE TO PERFORM, INCLUDING, BUT NOT LIMITED TO, COMPUTER FAILURE OR MALFUNCTION, FAILURE OF PERFORMANCE, MISTAKES, OMISSIONS OR DELAYS IN OPERATION, TRANSMISSION OR RECEIPT OF DATA, LOSS OF DATA, COMMUNICATIONS FAILURES, BUSINESS INTERRUPTION, OR LOST PROFITS, IN CONTRACT, TORT OR OTHERWISE, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(d) IN NO EVENT SHALL ACQUIRE MEDIA BE LIABLE FOR ANY DAMAGES, LIABILITIES, LOSSES OR EXPENSES, IN EXCESS OF THE AGGREGATE AMOUNT ACQUIRE MEDIA SHALL HAVE RECEIVED FROM LICENSEE PURSUANT TO THIS LICENSE, OR ANY OTHER LICENSE BETWEEN ACQUIRE MEDIA AND LICENSEE PURSUANT TO WHICH THE SOFTWARE WAS PROVIDED TO LICENSEE, FOR THE CURRENT TERM HEREOF OR THEREOF.
(e) BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO LICENSEE.
4. Term. If you or we terminate our services, your license shall automatically terminate. We may terminate your license if you fail to comply with the terms of this License Agreement. In any license termination event, you must destroy all your copies of the Software.
(a) The validity, enforcement and construction of this License Agreement and the rights and liabilities of the parties with respect to this License Agreement and its subject matter shall be governed by the laws of the State of New Jersey without giving effect to the choice of law principles thereof.
(b) This License Agreement is the complete and exclusive statement of the agreement between us which supersedes any proposal or prior agreement, oral or written, and any other communications between us relating to the subject matter of this License Agreement.