TERMS AND CONDITIONS OF SERVICE

1. LICENSE GRANT

The Licensor hereby grants to the Licensee a non-exclusive, non-transferable, non-assignable license to access and use the System provided by the Licensor and the information contained therein, subject to the terms and conditions set forth in this Agreement.

2. USER ACCESS AND AUTHENTICATION

2.1 Each authorized user shall be governed by the terms and conditions of this Agreement.

2.2 Access by each user shall be subject to a fee to be paid by Licensee in accordance with the schedule of fees, unless the user is participating in a free evaluation trial as offered by Licensor.

2.3 The Licensee shall maintain the confidentiality of all account credentials and shall not, under any circumstances, permit unauthorized third parties to access the System using Licensee's account information or passwords.

2.4 Multiple users within Licensee's organization require separate user accounts with applicable fees for each, as set forth in the schedule of fees.

3. INTELLECTUAL PROPERTY RIGHTS

3.1 The Licensor's System and the information made available through the Service constitute proprietary information protected by intellectual property laws.

3.2 Licensor or its suppliers own all intellectual property and other contractual rights (including access rights) associated with the System and the information accessed through the System.

3.3 Proprietary information includes, but is not limited to:

  1. Articles and other data accessible through the Service;
  2. Computer software used to operate the System;
  3. Documentation for the System and databases;
  4. End user interface for the System;
  5. The name and branding of the System;
  6. Features of the System including its "look and feel";
  7. Collective works comprising the databases.

3.4 Licensee is limited to the right to redistribute this Service only within their Organization as expressly permitted under this Agreement.

4. OWNERSHIP

4.1 The Licensed Products are and shall remain the exclusive property of Licensor and those third parties from whom any sub-licensed software is licensed, if applicable.

4.2 Licensee shall not acquire any title to or ownership of the Licensed Products under or by reason of this Agreement.

4.3 Licensee shall keep the Licensed Products free and clear of any and all claims, liens, and encumbrances.

5. AUTOMATED ACCESS RESTRICTIONS

5.1 Automated access to the System via crawling, scraping, bots, or any other automated means is strictly prohibited unless specifically authorized in writing by Licensor.

5.2 Access to the System's data must be conducted through one of the following approved methods:

  1. The official API provided by Licensor, subject to separate API terms and usage limits;
  2. The Batch Export features specifically made available within the System;
  3. Manual access through the user interface by authorized human users.

5.3 Any violation of these automated access restrictions may result in immediate termination of access without notice and may subject Licensee to additional fees or legal action.

6. FAIR USE POLICY

6.1 Licensee agrees to access and use the System in a reasonable manner consistent with the intended use of the Service.

6.2 Excessive data requests, downloads, or queries that may impair the System's performance or availability to other users are prohibited.

6.3 Licensor reserves the right to limit access or impose additional charges for usage that exceeds reasonable usage patterns as determined solely by Licensor.

6.4 Fair use includes:

  1. Accessing information for Licensee's internal business purposes;
  2. Limited redistribution within Licensee's organization as permitted;
  3. Reasonable frequency and volume of data requests in line with normal business operations.

7. TERMINATION

7.1 Either party may terminate this agreement:

  1. immediately upon material breach that remains uncured after 30 days written notice;
  2. with 60 days written notice without cause;

7.2 Notwithstanding the above, Licensor may terminate immediately for: breach of payment terms, security violations, or unauthorized use.

8. GENERAL PROVISIONS

8.1 This Agreement constitutes the entire understanding between the parties concerning the subject matter hereof.

8.2 Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

8.3 The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of such provision or the right to enforce it at a later time.