EBI LICENSE AGREEMENT
Effective as of the date of purchase.
By purchasing EBI’s Product or Subscription, your company and Environmental Business International Inc. (“EBI”) agree as follows:
- Grant of Rights. Subject to the terms and conditions specified in this Agreement, EBI grants to Licensee during the term of the license a nonexclusive, nontransferable license to electronically access ‘EBI’s Product or Subscription’. Only individuals designated by Licensee (“Users”) who are directly employed with Licensee are permitted to view the text, information, data, compilations, images, charts, and graphs (“Content”) in ‘EBI’s Product or Subscription’. Licensee shall keep a record of the identities of the Users and shall give notice of such identities to EBI upon request. Licensee and such Users shall not have any rights to such ‘EBI’s Product or Subscription’ Content other than as expressly set forth in this Agreement. ‘EBI’s Product or Subscription’ is the proprietary and intellectual property of EBI.
- For Subscription Purchases: Term and Termination. The term of the license (“Term”) shall be for the period of 365 days commencing on the date of delivery to Licensee of ‘EBI’s Product or Subscription’. If an updated version becomes available within 365 days of such delivery, Licensee will have access to the new version. After expiry of the Term, if the Licensee wishes to continue to access and use ‘EBI’s Product or Subscription’, a new written license is required.
- Use of the Content. The Users shall use the Content in ‘EBI’s Product or Subscription’ solely for Licensee’s internal business use. Any transmission, use or access to ‘EBI’s Product or Subscription’ or its Content by any consultant, investment adviser, customer, client or any third person or entity is expressly prohibited. Except as otherwise expressly permitted by this Agreement, no Content from ‘EBI’s Product or Subscription’ may be copied, reproduced, adapted, republished, uploaded, posted, transmitted, displayed or distributed in any way. If Licensee would like to use any Content in ‘EBI’s Product or Subscription’ for external use such as slide shows or presentations to persons other than company employees, Licensee must first secure express written permission from EBI. Licensee shall take all necessary measures to protect all copyright in ‘EBI’s Product or Subscription’ and its Content. Licensee shall be liable for all misuse (including, without limitation, copying, retransmission, adaptation, or distribution) of ‘EBI’s Product or Subscription’ and its Content by the Users.
Important Note on Permitted Use: Licensees, including management consultants, are permitted to cite “Insubstantial Data” when preparing reports, slideshows or products for clients or other external third parties, provided that EBI is credited as the source. Insubstantial Data is defined as a sourced reference to a market segment size and to growth estimates of a category but may not include complete market breakdowns by client or service or region or market share. However, if Licensee would like to share charts, graphs, databases or other core Subscription’s Content with clients or other third parties, then Licensee must contact EBI to arrange access, and clients and other third parties must obtain separate written licenses. (Licenses for clients may be available at a discounted rate.).
Licensee may not repackage nor distribute ‘EBI’s Product or Subscription’s Content under their own name. If Licensee is uncertain as to what constitutes permitted use of such Content, it should contact EBI to seek written permission. After termination of the License, the Licensee may retain Insubstantial Data for archival purposes.
- For Management Consultants: If this ‘EBI’s Product or Subscription’ is purchased for a project, ‘EBI’s Product or Subscription’ is licensed to Licensee for use on its consulting project for only one client and NOT with any other client. If Licensee wishes to use this ‘EBI’s Product or Subscription’ with another client or project, an additional license must be secured.
- Content Limitations. While information contained in ‘EBI’s Product or Subscription’ may reference specific laws, investments or investment approaches, EBI does not provide investment or legal advice, and nothing contained in ‘EBI’s Product or Subscription’ constitutes investment or legal advice.
- Warranty Disclaimers; Limitations on Liability. While EBI seeks to provide accurate information, there may be inadvertent inaccuracies, omissions, and typographical errors. EBI reserves the right to make changes and corrections at any time without notice. Thus, EBI does not guarantee the accuracy or completeness of the ‘EBI’s Product or Subscription’ or its Content, and such Content is provided “as is,” without warranties of any kind, either express or implied. To the fullest extent permissible, EBI disclaims all warranties, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose. Moreover, EBI and its owners, shareholders, officers, directors, employees, agents, representatives, attorneys, accountants, writers, editors, researchers, vendors, suppliers, successors, and assigns (hereafter “Affiliates”) shall not be liable to Licensee or any other person or entity for errors and omissions in such ‘EBI’s Product or Subscription’ or its Content and for the use or interpretation by others of such ‘EBI’s Product or Subscription’ or Content. The ‘Subscription’ is for informational purposes only. Decisions, actions or omissions by Licensee or the Users based on ‘EBI’s Product or Subscription’ or its Content are the sole responsibility of Licensee, and EBI and its Affiliates shall have no liability for such decisions, actions or omissions. In any event, EBI and its Affiliates shall have no liability for any losses, injuries or damages arising in connection with this Agreement, ‘EBI’s Product or Subscription’ or its Content.
- Warranties and Indemnity. By purchasing EBI’s Product or Subscription, Licensee represents and warrants that they have the full power and authority to do so on behalf of their respective companies, and each party represents and warrants to the other that it has all rights and authority to enter into this Agreement and perform its obligations hereunder. Licensee shall indemnify, defend, and hold harmless EBI and its Affiliates against any loss, claim, demand or expense, including, without limitation, attorneys’ fees, arising in connection with (i) the use of or reliance upon ‘EBI’s Product or Subscription’ or its Content by Licensee or the Users or any breach of this Agreement by Licensee or the Users. In defending any such claim, EBI and its Affiliates may use attorneys of their choice.
- Miscellaneous. No waiver by either party of any breach of this Agreement by the other party shall constitute a waiver of any subsequent breach. This Agreement shall bind and benefit the parties hereto and their respective successors and assigns. Licensee may not assign this Agreement nor assign or sublicense any right or obligation hereunder without EBI’s prior written consent, and the license hereunder shall automatically terminate upon any purported or attempted assignment or sublicense by Licensee without EBI’s prior written consent. This Agreement constitutes the complete understanding between the parties with respect its subject matter and supersedes any oral or written communications, representations or agreements relating thereto. No changes, modifications or waivers regarding this Agreement shall be binding unless in writing and signed by the parties hereto. All notices relating to breach or termination of this Agreement shall be in writing and sent by overnight courier to the parties at their postal addresses specified herein and shall be deemed given the next business day following deposit with such courier. All other notices (including, without limitation, notice of change of postal or email address) shall be sent by email to the email addresses specified herein and shall be deemed given on the day of transmission. This Agreement shall be deemed executed and to be performed at San Diego, California and shall be governed by and construed under the laws of the State of California without regard to laws that would otherwise apply under applicable conflict-of-laws or choice-of-law principles. The parties agree to submit to the exclusive jurisdiction of the federal courts in the Southern District of California and the State courts located in San Diego, California in connection with any disputes or controversies arising out of this Agreement and hereby waive any objection to the propriety or convenience of such jurisdiction or venue.
