MUNETRIX
LLC
Terms of Use Agreement
ANY
ACCESS TO, OR USE OF, THE BELOW-DEFINED MUNETRIX SITE AND ANY CONTENT HOUSED
ON, OR ACCESSED THROUGH, THAT SITE (INCLUDING, BUT NOT LIMITED TO, ANY TOOLS OR
OTHER PRODUCTS OR SERVICES) BY ANY PERSON IS STRICTLY LIMITED TO THOSE
INDIVIDUALS WHO MANIFEST THEIR ASSENT TO THE TERMS OF THIS TERMS OF USE
AGREEMENT ("AGREEMENT") BY CLICKING THE "AGREE" ICON
BELOW OR BY OTHERWISE ACCESSING DATA ON THE MUNETRIX SITE. BY CLICKING THE
"AGREE" ICON BELOW OR BY OTHERWISE ACCESSING DATA ON THE MUNETRIX SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND ITS TERMS AND AGREE TO BE BOUND BY THEM.
BY
ACCEPTING THE TERMS AND CONDITIONS, YOU FURTHER REPRESENT, WARRANT AND COVENANT THAT: (1) YOU ARE A MUNETRIX SITE LICENSEE IN GOOD STANDING OR ARE CURRENTLY AUTHORIZED BY SUCH A LICENSEE TO USE THE MUNETRIX SITE; (2) YOU WILL NOT HOLD OUT
MUNETRIX LLC, A MICHIGAN LIMITED LIABILITY COMPANY (THE "COMPANY"),
OR ANY OF ITS AFFILIATES, MEMBERS, OFFICERS, EMPLOYEES, AGENTS, OR
REPRESENTATIVES, AS AN "INVESTMENT ADVISER," AS SUCH TERM IS DEFINED
IN THE U.S. INVESTMENT ADVISERS ACT OF 1940 ("ADVISERS ACT")
OR ANY OTHER SIMILAR LAW OR REGULATION IN ANY JURISDICTION IN WHICH THE PRODUCT
IS ACCESSED, USED OR DISTRIBUTED BY YOU; (3) YOU ASSUME ALL SUITABILITY (AND OTHER RELATED) RESPONSIBILITIES FOR YOURSELF, YOUR CLIENTS AND AFFILIATES; AND (4) YOU WILL LIMIT DISTRIBUTION OF THE PRODUCT (OR ANY PORTION THEREOF) TO THOSE INDIVIDUALS
PROVIDED HEREIN.
YOU
FURTHER REPRESENT, WARRANT AND COVENANT THAT, IF YOU PROVIDE ANY PERSON WITH
ANY PRODUCTS OR SERVICES IN CONNECTION WITH YOUR USE OF THE PRODUCT HEREUNDER
THAT COULD REASONABLY BE CONSTRUED AS "INVESTMENT ADVICE" UNDER THE
TERMS OF THE ADVISERS ACT OR ANY OTHER SIMILAR LAW OR REGULATION IN ANY
JURISDICTION IN WHICH YOUR COMPANY IS LOCATED OR IN WHICH YOU PROVIDE
INVESTMENT ADVICE OR IN WHICH YOU ACCESS, USE OR DISTRIBUTE THE PRODUCT AND, IF YOU ARE NOT OTHERWISE EXEMPT FROM THE REGISTRATION REQUIREMENTS THEREIN, YOU WILL ACT AS
THE "INVESTMENT ADVISER" TO THAT PERSON AND COMPLY WITH ALL APPLICABLE LAWS AND OBLIGATIONS RELATED TO THAT ROLE.
THIS
AGREEMENT SUPERSEDES ANY PREVIOUS AGREEMENT BETWEEN YOU AND THE COMPANY WITH
RESPECT TO THE PRODUCT.
1.
The Product Licensed. The term "Product" shall
mean the computer programs, Internet web pages, data (excluding specific data
that is entered by an Authorized User, from time to time, on the Munetrix Site
in order to generate individualized reports; provided, that the
Company reserves the right to use and copy such data in order to generate the
aforementioned reports), analyses, screens, manuals and other information of
any kind that are housed on and accessible to you through, the Company's
website located at the URL: http://munetrix.com ("Munetrix Site")
as well as all updates, enhancements and modifications thereto, and all
intellectual property contained therein. Without limiting the generality of the
foregoing, the Product shall include: (i) a database of financial information
relating to various cities, municipalities, and/or other governmental
authorities ("Governmental Entities") accessible via the
Munetrix Site by means of a subscription paid for by the below-defined Licensee
and/or otherwise made available to Users through a non-revenue user license
(the "Database"); (ii) the format and organization of
information entered by a user of the Product, and the integration of such
information with the Database (the "Format"); (iii) the HTML
code, Java code, C++ code, C# code, ASP scripts, text, help screens, CGI scripts, other computer programs and associated documentation that provide a graphical user
interface and system to store, process, retrieve and output information
contained in either or both the Database and the User-Entered Information (the
"Programs"); (iv) the format and organization of information
output by the Product; and (v) Internet web page reports, spreadsheets, graphs,
charts, tables, documents and other materials, whether in printed, electronic
or any other form, that contain copies of all or part of the Database or
Format, together with any works derived from such materials (collectively,
"Product Output"). The licensed Product does not include the
right to view or obtain, and the Company does not have an obligation to
provide, any financial information of Governmental Entities for any future time
periods, unless and until such time as this information has been provided by
the Company through the Munetrix Site.
2.
Licensee. The term "Licensee" shall mean the
person, whether an individual or entity, that is responsible for subscribing
to, and paying for, the license to use the Product hereunder through a separate
agreement.
3.
Authorized User. The term "Authorized User"
shall mean an individual for whom Licensee has paid the necessary licensing
fees and whom the Licensee permits to access or otherwise use the Product by
providing that individual with a user name and password for access to the
Product. An Authorized User must be the Licensee (if an individual) or a
partner, employee or agent of the Licensee.
4.
User. The term "User" shall mean an individual
who is the Licensee, any Authorized User and/or any other third party who
accesses or uses the Product hereunder. Each User understands and agrees that
the Company may use auditing software to monitor IP address access and excess
bandwidth use. Should usage levels exceed what the Company deems reasonable for
individual use, or should multiple IP addresses be detected on an Authorized
User's account, the Company reserves the right to assess additional charges for
that bandwidth usage or terminate this Agreement.
5.
Client. The term "Client" shall mean any
individual or entity for which the Licensee, Authorized User, or User is
currently providing or is proposing to provide products or services to.
6.
Grant of License. Subject to the terms and conditions of this
Agreement, the Company grants to each Authorized User a limited nonexclusive,
nontransferable (except as otherwise provided by the Company in writing) license
to do the following:
6.1
Authorized User's Internal Use of the Product to Generate Product
Output. Only an Authorized User may use the Programs and Database to
generate Product Output and then, only for the Licensee's internal business
use.
6.2
Authorized Users' Distribution of Product Output. Only an
Authorized User may distribute Product Output. Product Output may be
distributed internally, subject to the terms of this Agreement and the
following additional restrictions: (1) Product Output in non-static, electronic
format, including, without limitation, that maintained in any database,
spreadsheet or the like, may only be distributed to other Authorized Users; and
(2) Product Output containing substantially similar content and/or analysis may
be distributed only in print and/or static electronic (e.g., .pdf) format. In
addition to internal distribution of Product Output as provided above, Product
Output may be distributed externally to Clients, subject to the following
conditions: (i) the Product Output must be in print or static electronic
format; (ii) no part of the Database is resold; and (iii) in no event shall the
aggregate Product Output distributed to any Client or other third party consist
of more than an insubstantial portion of the Database. The distribution
of any Product Output that does not meet all of the conditions set forth herein
will require the express prior written consent of the Company, and the payment
of additional fees or royalties to be determined in the Company's sole
discretion. Except as otherwise explicitly provided in Section 6.2, in no
event shall Product Output be copied or distributed to any person.
Any Product Output that is copied
or distributed must contain the following statement, in legible type:
"(c) Munetrix LLC 2010. All rights reserved. The
information contained herein: (1) is proprietary to the Company and/or its
content providers; (2) may not be copied, adapted or distributed; and (3) is
not warranted to be accurate, complete or timely. Neither the Company nor its
content providers are responsible for any damages or losses arising from any
use of this information."
6.3
Additional Rights of the Company. The Company reserves the right,
in its sole discretion, to: 1) determine to whom it will provide the Product 2)
change the price for the Product on an annual, semi-annual, or more frequent
basis, and 3) to change, limit, or discontinue any aspect, content, tool, or
feature that is a part of the Product. The Company further reserves the right, in
its sole discretion, to restrict the use of the Product as well as suspend or
revoke your rights to use the Product if the Company determines that such use
is in violation of this Agreement or applicable law.
7.
Payment. In exchange for the rights granted hereunder, Licensee
has agreed to pay the Company the subscription fees in the amount specified in
a separate agreement between the Licensee and the Company. In addition to any
other rights that the Company may have hereunder, if full payment of all fees owed
by Licensee is not forthcoming when due, the Company reserves the right to
immediately terminate this Agreement and all of Users' rights hereunder.
8.
Ownership. User acknowledges and agrees that: (i) the
Product, including, without limitation, any modifications, enhancements and
updates, and any originals and copies thereof, in whole or in part, and all
intellectual property rights therein (collectively, "Proprietary
Information"), is owned by the Company and/or its third party content
providers ("Content Providers"), as applicable; (ii) the
Proprietary Information shall be treated as copyrighted and proprietary
material of the Company and/or its Content Providers, as the case may be, and
is protected by United States and international copyright law and international
treaty provisions; (iii) the Proprietary Information is licensed, rather than
sold, to User pursuant to this Agreement; and (iv) User has no rights in the
Proprietary Information, other than the rights and licenses explicitly granted
to it pursuant to this Agreement or otherwise available under applicable law.
The Company may, from time to time, disclose additional information to
Authorized User in the form of upgrades, documentation or other support. User
agrees that such information shall also be deemed Proprietary Information.
9.
Trademarks. User acknowledges that the Company, Inc. has
acquired, and is the owner of, trademark rights in: (1) the name and word mark:
"MUNETRIX"; and (2) the design mark: "MUNETRIX". User shall
not, at any time or for any reason, challenge the validity of, or the Company's
ownership of, the foregoing names and marks, and User waives any rights User
may have at any time to do so. All marks not owned by the Company are the
property of their respective owners.
10.
Restrictions on Use. Except as expressly provided in this
Agreement or any amendment or addendum thereto or in a separate agreement, no
User may: (i) use, copy, modify, merge, install, transfer or distribute the
Product; (ii) reverse-engineer, decompile, translate, disassemble or separate
the components of the Product (including, without limitation, viewing or
otherwise obtaining HTML source code); (iii) sublicense, rent, sell or lease
the Product or any part thereof; (iv) use any program, procedure, device or method
other than the Programs and a web browser to access, use, reproduce or process
the Database, the Programs, the Product Output or Format or any part thereof,
without the Company's express prior written authorization; (v) encourage or
facilitate any other User's breach of the terms of this Agreement; (vi) permit
use of the Product by a person other than an Authorized User; (vii) use the
same password and user name combination as another User, unless permitted by
the Company; (viii) export the Product to any country where export is
prohibited by the United States, or any other export laws; (ix) attempt to
defeat, modify or work around any security devices protecting the Product,
including, but not limited to, any attempt to probe, scan or test the vulnerability
of a Product system or network or to breach Product security or authentication
measures without proper authorization; (x) attempt to interfere with service to
any User, host or network, including, without limitation, via means of
submitting a virus to the Product, overloading, conducting "denial of
service attacks", "flooding", "spamming", "mail
bombing" or "crashing", (xi) send unsolicited e-mail, including,
but not limited to, promotions and/or advertising of other products or
services, via the Product or any affiliated system, (xii) forge any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting. Violations
of Product system or network security may result in civil or criminal
liability. The Company reserves the right, at its sole discretion, to
investigate such occurrences and to cooperate with law enforcement authorities
in prosecuting Users who are involved in such violations.
11.
Warranty and Disclaimer of Warranty. The Company warrants
that it will make commercially reasonable efforts (or their equivalent under
applicable law) to ensure that the Product is free of viruses and damaging or
disabling code, errors or other defects. The Company reserves the right,
without the obligation, to correct any known and correctable errors or defects
in the Product.
EXCEPT
AS OTHERWISE EXPLICITLY PROVIDED HEREIN, THE PRODUCT IS PROVIDED "AS
IS" WITH ALL FAULTS AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY,
PERFORMANCE, ACCURACY AND EFFORT IS WITH USER. AUTHORIZED USER ACKNOWLEDGES FOR
ITSELF AND ALL USERS ACCESSING THE PRODUCT THROUGH IT THAT, BECAUSE OF THE
NATURE OF SOFTWARE AND THE INTERNET, THE PRODUCT MAY NOT BE ACCESSIBLE WHEN
NEEDED, AND THAT INFORMATION TRANSMITTED OVER THE INTERNET (INCLUDING, BUT NOT
LIMITED TO, DATA UPDATES, THE PRODUCT OUTPUT AND THE USER-ENTERED INFORMATION) MAY BE SUBJECT TO THIRD PARTY INTERCEPTION AND MODIFICATION. EXCEPT AS SPECIFICALLY SET FORTH
HEREIN, THE COMPANY DISCLAIMS ALL WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OR CONDITIONS OF
MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET
ENJOYMENT, ACCURACY OF INFORMATIONAL CONTENT, AND ABSENCE OF VIRUSES AND DAMAGING OR DISABLING CODE. NEITHER THE COMPANY NOR ITS CONTENT PROVIDERS WARRANT THE
ACCURACY, CORRECTNESS, COMPLETENESS, OR TIMELINESS OF THE PRODUCT. EXCEPT TO
THE EXTENT OTHERWISE SPECIFICALLY PROHIBITED BY APPLICABLE LAW, NEITHER THE
COMPANY NOR ITS AFFILIATES (COLLECTIVELY, THE "COMPANY PARTIES")
NOR THEIR CONTENT PROVIDERS SHALL BE RESPONSIBLE FOR INVESTMENT DECISIONS,
DAMAGES, OR OTHER LOSSES RESULTING FROM USE OF THE PRODUCT OR THE INFORMATION
CONTAINED THEREIN. PAST PERFORMANCE DOES NOT GUARANTEE FUTURE RESULTS. ANY
INFORMATION PROVIDED IS FOR INFORMATIONAL AND EDUCATIONAL PURPOSES ONLY.
EACH
USER OF THE PRODUCT ACKNOWLEDGES AND AGREES THAT ANY USE OF THE PRODUCT SHALL
BE AT SUCH USER'S SOLE RISK.
11.1
AUTHORIZED USER: EACH AUTHORIZED USER AND WHO MANIFESTS HIS OR
HER ASSENT TO THE PROVISIONS OF THIS AGREEMENT REPRESENTS, WARRANTS AND COVENANTS THAT HE OR SHE IS COMPLETELY AND UNCONDITIONALLY AUTHORIZED BY LICENSEE TO ENTER
INTO THIS AGREEMENT, THAT HE OR SHE IS BOUND BY ALL OF ITS TERMS, THAT HE OR
SHE IS AUTHORIZED TO ACKNOWLEDGE AND AGREE TO ITS TERMS ON BEHALF OF ANY USER
ACCESSING OR USING THE PRODUCT THROUGH HIM OR HER AND THAT HE OR SHE IS
RESPONSIBLE FOR THE USE OF THE PRODUCT BY ANY OTHER USER WHO ACCESSES OR USES
IT THROUGH OR ON BEHALF OF THAT AUTHORIZED USER.
12.
Limitation of Liability. In addition to any other disclaimer,
limit and/or restriction contained in this Agreement, each User expressly
agrees that it is solely responsible for (i) the manner by which, and the
purpose for which it accesses and uses the Product hereunder, (ii) the results
it obtains (or not) from such access or use; and (iii) any damages to itself,
any Licensee, any other User or Authorized User, any Client and/or any other
third parties arising from its use of the Product. Except as otherwise
specifically prohibited by applicable law, the Company Parties and their
content providers will not be liable for: (i) loss of, or damage to, records or
information of any User, Licensee, Authorized User, Client or other third
party; or (ii) any damages suffered or claimed by any such person(s) based on
any third party claim related to use of the Product.
EXCEPT
AS SPECIFICALLY PROHIBITED BY APPLICABLE LAW OR OTHERWISE EXPLICITLY PROVIDED
HEREIN, THE AGGREGATE LIABILITY FOR THE COMPANY FOR ANY DIRECT DAMAGES ARISING
UNDER OR IN ANY WAY RELATING TO THIS AGREEMENT, THE PRODUCT OR ANY OTHER
SERVICES PROVIDED BY THE COMPANY, WHETHER ARISING IN CONTRACT, TORT OR ANY
OTHER LEGAL THEORY SHALL NOT UNDER ANY CIRCUMSTANCES EXCEED THE AMOUNT PAID TO
THE COMPANY BY SUCH LICENSEE, AUTHORIZED USER, OR USER, AS APPLICABLE, FOR USE
OF THE PRODUCT DURING THE SIX-MONTH PERIOD IMMEDIATELY PRECEDING THE OCCURRENCE
OF SUCH CLAIM FOR DAMAGE. NOTWITHSTANDING ANY OTHER PROVISION IN THIS
AGREEMENT TO THE CONTRARY AND EXCEPT AS OTHERWISE SPECIFICALLY REQUIRED BY
APPLICABLE LAW, THE COMPANY WILL NOT BE LIABLE FOR ANY:
PUNITIVE,
SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR OTHER, SIMILAR FORMS OF
CONSEQUENTIAL DAMAGES: OR
LOSS
OF PROFITS; OR
LOSS
OF BUSINESS; OR
LOSS
OF REVENUE; OR
LOSS
OF GOODWILL OR ANTICIPATED SAVINGS; OR
LOSS
OF DATA
NO
PARTY AFFILIATED WITH THE COMPANY SHALL HAVE ANY LIABILITY TO ANY LICENSEE,
AUTHORIZED USER, USER, CLIENT OR ANY OTHER THIRD PARTY UNDER THIS AGREEMENT.
13.
Termination. Notwithstanding any provision in this Agreement
to the contrary, the Company may immediately terminate this Agreement without
notice in the event that Licensee or any Authorized User or any User accessing
the Product through Licensee or any Authorized User commits any act or omission
that would be a breach of the ownership, use, copying, distribution,
confidentiality provisions of this Agreement if such act or omission were
committed by the Authorized User, including, but not limited to, (i) permitting
use of the Product by a person other than an Authorized User; or (ii) using,
copying or distributing Product Output other than as expressly authorized by
this Agreement.
14.
Effect of Termination. Upon expiration or termination of this
Agreement for any reason, all of Authorized User's rights in and to the Product
(excluding previously obtained Product Output; provided, that the
restrictions applicable to the use and distribution of Product Output remain
adhered to), as well as the rights of all Users and any Licensee obtaining
access to the Product through such Authorized User, shall immediately
terminate. Expiration or termination shall not affect any obligation to pay all
fees and/or royalties due prior to that event, and expiration/termination shall
not relieve any party of any liability for breach of this Agreement. The terms
of Sections 8,
9, 10, 11, 12, 14, 15, 16, 17, 18, 19, 20, 21, 23, and 25 shall
survive expiration or termination of this Agreement.
15.
Confidentiality. Except as expressly provided in this
Agreement, Authorized User shall keep secret and confidential and shall not
disclose, provide or otherwise make available to any person the Proprietary
Information and shall cause each User accessing or using the Proprietary
Information through, or on behalf of that Authorized User to do the same.
Authorized User (i) shall use his or her best efforts, and shall employ
reasonable security measures, to prevent any unauthorized disclosure of the
Proprietary Information and (ii) shall immediately advise the Company of any
information Authorized User has or receives of any actual or potential
unauthorized disclosure or access. Authorized User acknowledges that the
Product is only being disclosed to Authorized User based on a confidential
relationship established under this Agreement. Authorized User further
acknowledges that such information is to be used only as expressly permitted
hereunder, and that the restrictions of this Agreement are necessary to protect
the secrecy of the information and to protect against the occurrence of irreparable
injury or harm to the Company.
16.
Compliance with Regulations. User is solely responsible --
either by itself or through Licensee -- for obtaining appropriate regulatory
approval of any Product Output to the extent necessary. User understands and
agrees that (i) certain personally-identifiable information of User or Clients
may be processed in the United States to enable the Company to fulfill its
obligations hereunder and (ii) in providing such personally-identifiable
information to the Company, User consents to such transfer and processing and
agrees that, as between itself and the Company, User is solely responsible for
complying with any rules or regulations applicable to such transfers. For
absence of doubt, unless an applicable separate agreement expressly provides
otherwise, the Company's role in the handling of any such
personally-identifiable data is strictly limited to that of being a data
processor for and on behalf of Licensee.
17.
Governmental Licensee. Notwithstanding anything to the
contrary contained in this Agreement, if Licensee is a Governmental Entity (a
"Government Licensee"), then such Government Licensee and its
Authorized Users may disclose the Product Output to the extent reasonably
necessary to comply with any applicable foreign, domestic, federal, state, or
local laws (as each of the same may be in effect from time to time), including,
without limitation, any Freedom of Information Act or other disclosure
requirements imposed by law. Notwithstanding anything to the contrary contained
in this Agreement, a Governmental Licensee does not waive any sovereign or
governmental immunity from suit or liability by entering into this Agreement
and fully retains all immunities and defenses provided by law with respect to
any action based upon or occurring as a result of this Agreement. For the
purposes of this Agreement, a "Governmental Entity" means any
government or political subdivision thereof, whether foreign or domestic,
federal, state, provincial, county, local, municipal or regional, or any other
governmental entity, any agency, authority, department, division or
instrumentality of any such government, political subdivision or other
governmental entity, any court, arbitral tribunal or arbitrator, and any
nongovernmental regulating body, to the extent that the rules, regulations or
orders of such body have the force of law.
18.
No Advice. The User acknowledges and agrees that the Company
does not provide investment advice (as defined in the applicable
jurisdiction(s)), that nothing within the Product constitutes such investment
advice and that the User will not treat any Product Output as investment advice
or make any representation to any third party to that effect. User further
acknowledges and agrees that; (i) the Company does not endorse or oppose the
financial strength or spending decisions of any Governmental Entities or other
parties whose information is accessed through or analyzed by the Product; and
(ii) nothing within the Product is intended to be or to be treated as an
inducement or invitation to engage or not engage in any kind of business
activity or relationship with any Governmental Entities or other parties.
19.
Inadequacy of Legal Remedy. User acknowledges that the
Company's legal remedies (including the payment of damages) may not be
sufficient in the event of any breach by User of any provisions of this
Agreement including, but not limited to, those related to the ownership, use,
copying, distribution, confidentiality or nondisclosure of the Product, Product
Output or other the Company proprietary information, and that the Company may
suffer continuing and irreparable injury to its business as a direct result of
such breach. Therefore, in the event of any such breach, the Company may seek
any injunctive relief necessary to prevent or cure such breach (including
temporary and preliminary relief, and relief by order of specific performance),
without notice or the need to post bond.
20.
Place for all Disputes. All disputes arising out of this
Agreement or the performance thereof shall be determined exclusively under the
laws of the State of Michigan, United States of America, without regard to its
conflict-of-law provisions. In the event of any legal proceedings arising out
of this Agreement or the performance thereof, User agrees and consents to the
exercise of personal jurisdiction over User by any state or federal court of
law or equity located in Oakland County, Michigan, U.S.A. User shall not
initiate any legal proceeding arising out of this Agreement or the performance
thereof except in the applicable jurisdiction set forth above. Alternatively,
at the Company's sole option, disputes arising out of this Agreement or the
performance thereof, including all claims for non-performance by the Company, may
be finally settled by arbitration in Pontiac, Michigan U.S.A. under the Rules
of the American Arbitration Association. Such arbitration shall be conducted by
one or more arbitrators appointed in accordance with such rules applying this
Agreement and consistent provisions of the internal laws (except conflict of
law rules) of the State of Michigan, U.S.A.
21.
Entire Agreement; Variation. This Agreement sets forth the
entire agreement between the parties with respect to the subject matter hereof.
The Company reserves the right to modify this Agreement from time to time at
its discretion and User agrees that it will be bound by such modified Agreement
upon User's accessing the Product after the date of the modification in
question.
22.
Assignment. No Licensee or Authorized User may assign any of its
rights under this Agreement without the Company's prior written consent. Any
purported assignment by a Licensee or Authorized User without such prior
written consent will be void.
23.
Third Party Beneficiaries. There are no intended third party
beneficiaries of this Agreement (including, without limitation, any Licensee)
and no law or regulation providing to the contrary shall apply to this
Agreement.
24.
Severability. If any provisions of this Agreement shall be held
to be invalid, illegal or unenforceable, such provisions shall be modified, or
if not possible, severed, to reflect the fullest valid, legal and enforceable
expression of the intent of the parties and the remainder of this Agreement
shall not be affected thereby.
25.1
Links. The Munetrix Site may contain information, products, and
services provided by third parties and links (including advertisements) to
third party web sites. This information and these products, services, and links
are provided only as a convenience to Users. The Company does not review or
control this information or these products, services, or other web sites, and
the Company does not make any representations or warranties, express or
implied, regarding this information or these products, services, or web sites.
Inclusion of any of the foregoing in the Product does not constitute or imply
an endorsement, authorization, sponsorship, or affiliation by or with the
Company with respect to any third party or its web site or content, or any
information, products, or services provided by that third party.
ACTIVE.6907805.2