We will not...
- Share your data with marketers or advertisers.
- Contact your customers.
- Identify you to other Maycove Studio Ltd customers.
- Hold responsibility for any decisions you make based on the results of the data comparisons made using SelectCompare.
You need to...
- Comply with all applicable laws.
MAYCOVE STUDIO LTD
TERMS OF SERVICE
Last updated: December 31, 2018
Maycove Studio Ltd provides a desktop-based data comparison utility that is used to compare data sets from diverse data sources ("SelectCompare"). The SelectCompare compares data based on the criteria entered by the user. The SelectCompare enables users to quickly determine differences between data sets, provided the inputs entered by the users are valid.
Maycove Studio Ltd provides the SelectCompare subject to the terms and conditions of these Terms of Service (this "Agreement"). To obtain the SelectCompare, this Agreement must be reviewed and accepted by the party that will use the SelectCompare ("Customer"). Acceptance by Customer is indicated by clicking on the "I Accept" button or other click-through mechanism provided.
Please review the terms of this Agreement carefully. Once accepted, this Agreement becomes a legally binding commitment for both Customer and Maycove Studio Ltd.
In consideration of the foregoing and the terms below, the parties hereby agree as follows:
1.1 Service Generally. Customer wishes to use the SelectCompare in connection with its services and properties. Maycove Studio Ltd will provide Customer the licence (“Licence”) to enable Customer to configure and use the SelectCompare.
1.2 Duration of the Licence. Licence grants Customer right to use SelectCompare for one year since date of purchase, unless agreed otherwise. The Licence becomes effective at purchase date of SelectCompare (“Effective Date”)
- Customer Commitments
2.1 Restrictions. Customer will use the SelectCompare only:
(a) for its internal data comparison purposes;
(b) in accordance with the terms of this Agreement; and
(c) in accordance with Maycove Studio Ltd’s reasonable instructions.
Customer will not engage in any activity that violates any contractual or other rights of any third parties or that disrupts the SelectCompare, including circumvention of any access or use restrictions. Customer will not transfer, resell, license or otherwise make the SelectCompare available to third parties. Customer will be solely responsible for all use of the SelectCompare under its account, including the acts and omissions of its users.
2.2 Compliance. In connection with its activities hereunder, Customer will comply with all applicable laws, rules and regulations (collectively, "Applicable Laws") and any contractual or other obligation Customer has to any third party. Customer is solely responsible for ensuring that its use of the SelectCompare does not violate the Applicable Laws of the jurisdictions in which Customer does business.
3.1 Fees and Payment Terms. Unless otherwise agreed in writing by the parties, Customer will pay the Licence fee to Maycove Studio Ltd.
3.2 Taxes. The Fees do not include any local, state, federal, VAT or other taxes, levies or duties of any nature. Customer is responsible for paying any such taxes, excluding taxes based on Maycove Studio Ltd's income, payable by Maycove Studio Ltd without regard to the transactions contemplated by this Agreement.
4.1 Product Input. Notwithstanding any provision in this Agreement to the contrary, Maycove Studio Ltd may use, develop and implement any information, suggestions, comments or other input provided by Customer or any of its users (collectively, "Input") in connection with the development, operation, marketing and sale of the SelectCompare, in its discretion and with no compensation to any person providing Input.
4.2 Marketing. Subject to Customer’s consent and any trademark usage guidelines provided by Customer, Maycove Studio Ltd may use Customer’s name and logo in any customer list promoting the SelectCompare.
Customer will defend, indemnify and hold harmless Maycove Studio Ltd, its officers, directors and employees against any third party claim, demand, suit, investigation or proceeding relating to any violation or alleged violation by Customer of the terms of this Agreement.
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SELECTCOMPARE AND ALL RELATED SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND ANY PROMISES CONTAINED IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, REPRESENTATIONS OR CONDITIONS, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. MAYCOVE STUDIO LTD DOES NOT REPRESENT THAT THE SELECTCOMPARE WILL BE ERROR FREE OR MEET CUSTOMER’S REQUIREMENTS OR THAT THE DATA COMPARISON RESULTS WILL BE ACCURATE OR COMPLETE.
- Limitation of Liability
EXCEPT AS DESCRIBED IN THIS PARAGRAPH, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST DATA, OR FOR ANY AND ALL OTHER SIMILIAR DAMAGES OR LOSSES, EVEN IF SUCH PARTY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING EXCLUSIONS WILL NOT APPLY TO ANY BREACH OF SECTION 2 (CUSTOMER COMMITMENTS), SECTION 4 (CONFIDENTIALITY) OR ANY AMOUNTS PAYABLE TO A THIRD PARTY UNDER SECTION 5 (INDEMNIFICATION).
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL MAYCOVE STUDIO LTD BE LIABLE TO CUSTOMER FOR ANY DAMAGES, COSTS, OR LIABILITIES IN AGGREGATE IN EXCESS OF THE AMOUNTS PAID BY CUSTOMER IN THE TWELVE MONTH PERIOD PRIOR TO THE CUSTOMER’S INITIAL CLAIM.
THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THE LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.
8.1 Ownership. Maycove Studio Ltd will retain all ownership interest in and to the SelectCompare. Customer’s rights under this Agreement are limited to those expressly stated in herein.
8.2 Notices. Marketing and business-related notices may be delivered by email.
8.3 Governing Law. This Agreement and any disputes hereunder will be governed by the laws of the Republic of Ireland, without regard to its conflict of law principles, and any litigation concerning this Agreement will be submitted to and resolved by a court of competent jurisdiction in Dublin, Ireland.