This Master Subscription License Agreement (“Agreement”) is entered into with effect as of the date of Customer’s acceptance of this Agreement (“Effective Date”) made by and between Macrobond Financial AB, having its registered office at Dockplatsen 1, 211 19 Malmö, Sweden (“Macrobond”) and Customer (as defined in the Order Form), and sets forth the terms under which Customer may access and use the Macrobond Products under Order Forms governed by this Agreement.
1. LICENSE GRANT AND USE
1.1 During the Subscription Term, and subject to Customer’s compliance with the terms and conditions of the Agreement, Macrobond grants to Customer a revocable, non-exclusive, non-transferable, non-sublicensable, fee-bearing license for the Designated Users to use the licensed Products, Data and Documentation in accordance with the license terms herein and as specified in the Order Form, for Customer’s own internal business use and for no other purposes whatsoever. Customer’s license is subject to Customer maintaining a current paid subscription for the Products.
1.2 Use of the Products requires Customer to have a user account, which may require Customer and Designated Users to provide a username, password, and other login credentials (“Registration Information”). By providing Registration Information, Customer and any Designated Users hereby consent to receive email communications from Macrobond. Customer shall notify Macrobond immediately of any unauthorized use and Macrobond reserves the right, (but is not required) with notice to Customer to reset or terminate any Registration Information if Macrobond suspects any unauthorized access or use. In addition, Macrobond may for security reasons change passwords or other security features on notice to the Customer.
1.3 The Products and Data may continue to evolve in the light of business, market and technical developments. Accordingly, Macrobond reserves the right to make improvements, substitutions, modifications and to add or remove elements of the Products and/or Data. Macrobond will notify Customer in writing prior to the implementation of any material changes to the Products.
2. USE RESTRICTIONS
2.1 Customer shall not, shall not attempt to, and shall not permit any party (including any Designated User) to:
(i) access or use the Products, Data and/or Third-Party Software & Dataset(s) in any manner except as expressly permitted in this Agreement;
(ii) download, copy, transfer, or reproduce the Products, Data or Derived Data;
(iii) sell, resell, transfer, or sublicense the Products, Data or Derived Data;
(iv) share, distribute or make available the Products, Data or Derived Data to non-Designated Users other than as Customer Output;
(v) circumvent, interfere with, abuse, penetration test, or endanger the operation or security of the Products;
(vi) access or use the Products and/or Data for the purposes of public benchmarking or competitive analysis of the Products, or for publication, developing, providing, or supporting products or services competitive to Macrobond;
(vii) alter, translate, reverse engineer, decompile, decrypt or disassemble the Products, Data or Derived Data, or otherwise attempt to derive or determine the source code, other proprietary information, or trade secrets from the Products or Data;
(viii) remove or otherwise alter any Macrobond proprietary notices, trademarks, warranties, or disclaimers in or relating to the Products and/or Data;
(ix) access or use the Products and/or Data in any manner or for any purpose that infringes, misappropriates, or otherwise violates any applicable law or any intellectual property rights or other rights of any person or entity;
(x) use the Data directly or in conjunction with any third party software to set up recurring, systematic or automated downloading or validation processes, create, enhance or maintain an internal database, feed and/or system, or use in a way that would substitute licensing the Products or Data or any portion of it (for example, leveraging the Data to refresh a list of set time series on a recurring basis for a model is prohibited; or
(xi) use, copy or distribute any Data, Customer Output (intended for external use) and/or Third-Party Software & Dataset(s) in violation of the terms and conditions set forth at://help.macrobond.com/legal/legal-data-providers-additional-terms-and-conditions.
(xii) share, distribute, export, or make available any MBDoc to any non-Designated User, except through the Macrobond provided functionality expressly designed for that purpose (e.g. embedding charts in documents).
(xiii) use any MBDoc or Data (in whole or in part) with any AI System (as defined in the AI Acceptable Use Policy), except as expressly permitted by the AI Acceptable Use Policy and, where applicable, the terms imposed by relevant Data Providers.
2.2 Exceptions
(a) The restrictions under Section 2.1 (x) shall not apply to Customer’s license to and use of the Feed Service.
(b) Notwithstanding the restriction under Section 2.1 (iv) and subject to Section 2.1(xi), Customer may download an insubstantial amount of Data (including Derived Data) on an ad hoc basis, to be used in the normal conduct of its business, such as in reports, charts, pitch books and similar presentations to Customer’s employees, customers, agents, and consultants.
3. CUSTOMER RESPONSIBILITIES AND OBLIGATIONS
3.1 The Customer acknowledges and agrees that it shall:
(i) ensure that the use of the Products and Data is by Designated Users only and for the sole purpose of creating Customer Output and/or Derived Data;
(ii) ensure all Designated Users comply with the terms and conditions of this Agreement and is liable for all acts and/or omissions of the Designated Users;
(iii) protect the confidentiality and security of all Registration Information (including passwords) used to access the Products;
(iv) implement and maintain appropriate technical and security measures to protect the Products and Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, access or use;
(v) not interfere with, and, if necessary, take steps to enable, updates to the Products and Data, including to ensure Customer is using the currently supported release of the Software;
(vi) notify Macrobond immediately if Customer believes there has been unauthorized access to or misuse of the Products and/or Data; and take prompt and proper remedial action against any unauthorized use;
(vii) be solely responsible for any misleading statements opinions, recommendations, forecasts or other conclusions made or actions taken by the Customer, any client of the Customer, or any other third party, based (wholly or in part) on the Data and/or Customer Output;
(viii) ensure that Macrobond and/or the Data Provider’s trademarks, logos and/or Data is not used in any way which may damage the reputation of Macrobond, the Data Providers, or the Data;
(ix) ensure that (to the extent technically and commercially feasible) any reproduction or display of the Customer Output credits Macrobond or the applicable Data Provider as the source of the Data. For Macrobond attribution, Customer shall include the following notice: ''Source: Macrobond”; and
(x) ensure that the access use of the Products and/or Data is in accordance with the AI Acceptable Use Policy available at https://help.macrobond.com/legal/agreements/ai-acceptable-use-policy/.
4. CUSTOMER DATA
4.1 Customer may at its own option and risk use Customer Data with the Products. Macrobond may host and maintain the Customer Data onsite or offsite through a third-party hosting service. Macrobond shall not be responsible for any loss or destruction of Customer Data. Macrobond shall ensure that any Customer Data stored on the host systems is stored separately from the data of other customers of Macrobond (whether by means of technical or administrative separation) and is not accessed without the Customer’s prior written consent.
4.2 Customer shall not provide or upload any personal data (as defined by any applicable legislation and data privacy laws) to Macrobond as part of the Customer Data and/or through Customers use of the Products. With respect to any personal data obtained by Macrobond as a controller, Macrobond shall comply with the Macrobond privacy policy at https://www.macrobond.com/privacy-policy.
5. SUPPORT AND PROFESSIONAL SERVICES
5.1 Support. Except for any Previews (as defined below), Macrobond will provide Customer with technical support, maintenance, other technical hosting services and as described in the then current support policy at https://help.macrobond.com/legal/agreements/support-policy/, as may be updated from time to time (“Support”).
5.2 Professional Services. Macrobond may provide integration, conversion or consulting services (which may result in reports, written materials, or other deliverables) and training (“Professional Services”) as expressly identified in an Order Form. Macrobond will render Professional Services on a commercially reasonable basis in a professional and workmanlike manner in accordance with the terms and conditions of this Agreement and the applicable Order Form. Macrobond may engage qualified subcontractors to provide the Professional Services, provided that Macrobond remains responsible for any subcontractor’s compliance with this Agreement. Professional Services and any related reports, technologies or services are accepted when delivered unless otherwise set forth in an Order.
Professional Services purchased under this Agreement will commence for the period set forth in the applicable Order Form. Unless otherwise stated in an Order Form, Customer shall pay Macrobond’s reasonable expenses (including travel and incidental expenses) incurred in conducting the Professional Services or otherwise upon receiving an invoice from Macrobond.
6. PROPRIETARY RIGHTS.
6.1 Except for any licenses granted under this Agreement, Macrobond and the Data Provider(s) and third party licensors retain all right, title and interest in and to the Products (including the source code, any modifications, improvements, enhancements and/or derivatives), the Data, Documentation, MBDoc and Third-Party Software & Dataset(s) (as applicable), including all intellectual property rights therein to any party, except as expressly set forth in this Agreement, and nothing in the Agreement will be construed as conferring by implication, acquiescence, estoppel, or otherwise, any license or other right upon Customer.
6.2 Any third-party open-source software components included in the Software will be governed by the terms of the applicable open-source license conditions and/or copyright notices that can be found in the licenses file, Documentation or materials related to the applicable Software.
6.3 Customer retains all right, title and interest in and to the Customer Data, including all intellectual property rights therein. Customer owns Customer Output and may share it internally and externally without restriction (except as stipulated in Section 2.1(xi)), so long as appropriate attribution is given as per Section 3.1(ix).
6.4 Macrobond may use any data, feedback or information that Customer makes available to Macrobond or that Macrobond derives or generates from Customer’s access or use of the Products, Data and /or creation of Customer Output (“Feedback”) without obligation to Customer. Macrobond shall use Feedback solely for internal purposes and Customer hereby irrevocably assigns to Macrobond all right, title, and interest in and to the Feedback.
7. FEES
7.1 Customer shall pay Macrobond the Fees annually in advance within thirty (30) days of the date of the invoice, unless explicitly otherwise indicated in the applicable Order Form. All payments are non-cancellable and shall be made in the currency stated on the applicable Order Form. Fees are non-refundable except to the extent expressly provided for in this Agreement. Late payments will bear interest at a rate of four percent (4%) per annum. Customer will reimburse Macrobond for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting any overdue amounts.
7.2 All Fees payable by the Customer are exclusive of applicable taxes and duties (such as, without limitation, VAT, Service Tax, GST, excise taxes, sales and transactions taxes, and gross receipts tax (collectively, the “Transaction Taxes”). If applicable, Macrobond may charge, and Customer shall pay all Transaction Taxes that Macrobond is legally obligated or authorized to collect from Customer. Customer will provide such information to Macrobond reasonably required to determine whether Macrobond is obligated to collect Transaction Taxes from Customer. Macrobond will not collect, and Customer will not pay, any Transaction Taxes for which Customer furnishes a properly completed exemption certificate or a direct payment permit certificate for which Macrobond may claim an available exemption from such Transaction Taxes. All payments made by Customer to Macrobond under this Agreement will be made free and clear of any deduction or withholding, as may be required by law. If any such deduction or withholding (including but not limited to cross-border withholding taxes) is required on any payment, Customer will pay such additional amounts as are necessary so that the net amount received by Macrobond is equal to the amount then due and payable under this Agreement. Macrobond will provide Customer with such tax forms as are reasonably requested in order to reduce withholding or deduction for taxes in respect of payments made under this Agreement.
7.3 Macrobond will increase the Fees annually by a rate increase of five percent (5%).
7.4 If Customer sends Macrobond a purchase Order Form (“PO”) in lieu of executing an Order Form, the PO will be deemed a binding contract offer which Macrobond may accept by (i) signing the PO or (ii) sending a written Order Form acknowledgment of acceptance of the PO (thereby forming a mutually agreed Order Form governed by this Agreement). In any event, only the Commercial Details (excluding Transaction Taxes) listed on PO shall be considered part of the Order Form created (exclusive of any pre-printed terms on the PO). Any other terms on the PO which either (i) conflict with the terms of this Agreement, or (ii) are not agreed under this Agreement, will be void and without effect, even if Macrobond signs the PO. All accepted POs will automatically be governed by this Agreement (even if the PO does not reference this Agreement). It is expressly agreed that Section 7 shall apply in respect of any PO sent by Customer and accepted by Macrobond.
8. VERIFICATION OF USAGE.
8.1 During any Subscription Term and for at least one (1) year thereafter, Customer shall maintain complete and accurate records to permit Macrobond to verify Customer’s compliance with this Agreement (including Customer’s compliance with its obligations post-termination or expiration) and provide Macrobond with such records within ten (10) days of request.
8.2 Upon Macrobond’s written request Customer shall annually within the Subscription Term (or on another cadence as mutually agreed between the parties) self-certify to Macrobond its compliance with the licensing terms of this Agreement. Based on the self -certification Macrobond will determine if any true up is payable by Customer, and the additional fees for any excess use identified in this Section 8, or as otherwise identified by Macrobond (including any unauthorised use) shall be calculated based on Macrobond’s list price in effect at the time (pro-rated, as applicable) and paid by Customer in accordance with the terms of this Agreement.
9. CONFIDENTIALITY.
9.1 Customer and Macrobond will maintain the confidentiality of the other party’s Confidential Information. “Confidential Information” means any information (whether communicated orally, in written form or by any other media), about or relating to a party’s business affairs products and services, including intellectual property, trade secrets and any other sensitive or proprietary information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) during, or prior to entering into, this Agreement that Receiving Party should know is confidential or proprietary based on the nature of the information and circumstances surrounding the disclosure, including non-public technical information, business information (including pricing), roadmaps, benchmarks, security measures, and reports. Confidential Information does not include information that (i) is or becomes generally known to the public through no fault of or breach of this Agreement by the Receiving Party; (ii) is rightfully known by the Receiving Party at the time of disclosure without an obligation of confidentiality to the Disclosing Party; (iii) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (iv) the Receiving Party rightfully obtains from a third party without restriction on use or disclosure. For the avoidance of doubt, the Customer acknowledges that Macrobond's Confidential Information includes (i) the Products, and any other materials created or provided by Macrobond in connection with the Products; (ii) the Data; and (iii) the Feedback.
9.2 The Receiving Party agrees not to use Disclosing Party’s Confidential Information for any purpose except as necessary to fulfil its obligations and exercise its rights under this Agreement. The Receiving Party will protect the secrecy of and prevent disclosure and unauthorized use of such Confidential Information using the same degree of care that it takes to protect its own confidential information and in no event will use less than reasonable care. A party may disclose the other party’s Confidential Information only to the extent required by law or regulation.
9.3 Upon termination of this Agreement, the Receiving Party will, at the Disclosing Party’s option, promptly return or destroy (and provide written certification of such destruction) the Disclosing Party’s Confidential Information (except for one copy that it may use for legal or regulatory compliance purposes only).
10. REPRESENTATIONS AND WARRANTY.
10.1 Macrobond represents and warrants that (i) it has the right to grant the Customer a license to access and use the Products on the terms set out in the Agreement, (ii) it has the right provide any Professional Services in relation to the Products, and (iii) for a period of twelve (12) months from the Effective Date, the Software will substantially conform to the Documentation. If the Software fails to substantially conform to the Documentation and Macrobond is unable remedy such failure within a sixty (60) day period after written notification thereof, Customer may terminate the license with respect to the non-conforming Software, and will refund to Customer a pro-rated portion of Fees (as identified in an applicable Order Form) for the remaining Subscription Term paid by Customer for use of the non-conforming Software . This limited warranty shall not be valid to the extent the warranty non-conformity was caused by Customer’s abuse, misuse, accident, alteration, or unauthorized modification or installation of the Software.
10.2 Except as provided under Section 10.1, the Products, Data, Documentation Third-Party Software & Dataset(s) and/or Professional Services provided hereunder are provided “as is” without warranty of any kind, and neither Macrobond, nor any of its affiliates, Data Providers or third party licensors (collectively, the “Macrobond Parties”) represent or warrant that the Products, Data, Third-Party Software & Dataset(s) or Professional Services; (i) will meet Customer’s requirements or suitability, (ii) will operate in the combinations Customer may select for use, (iii) will be error-free or uninterrupted, or that all errors will be corrected; (iv) will run on the Customer systems; or (v) do not infringe any third party intellectual property rights. Accordingly, to the maximum extent permitted by law, the Macrobond Parties hereby disclaim all conditions and warranties, either expressed or implied, including, but not limited to the implied conditions and warranties of merchantability, satisfactory quality, fitness for a particular purpose, originality, accuracy, completeness, timeliness, quiet enjoyment, availability, non-infringement, title, and any conditions and warranties arising out of course of dealing, usage or trade.
11. INDEMNIFICATION.
11.1 Macrobond Indemnification. Macrobond will indemnify and defend Customer from and against any damages finally awarded against Customer in connection with any third-party claim that the Software or Documentation infringe or misappropriate such third party’s intellectual property rights; provided that: (i) Customer promptly notifies Macrobond of the claim; (ii) Customer gives Macrobond all necessary information regarding the claim and reasonably cooperates with Macrobond; (iii) Customer allows Macrobond exclusive control of the defence and all related settlement negotiations; (iv) Customer does not admit fault or liability with respect to this Agreement, Customer’s actions or those of Macrobond; and (v) Customer agrees any damage award does not include any Fees owed to Macrobond.
11.2 Customer Indemnification. Customer will indemnify and defend the Macrobond Parties from and against any claims, proceedings, liabilities, costs, or damages arising out of or in connection with any third-party claim concerning: (i) Customer’s or any Designated Users’ use or combination of, or access to the Products or Data, other than as permitted by the Agreement; (ii) violation of third party rights (including without limitation any intellectual property rights) arising out of or relating to Customer Data or content; (iii) any breach of the Agreement or applicable law by Customer or any of its Designated Users; (iv) any decisions or advice arising out of the use of the Products, Data, or Customer Output. Macrobond will: (a) promptly notify Customer of the relevant claim; (b) give Customer all necessary information regarding the claim and reasonably cooperate with Customer; (c) allow Customer exclusive control of the defence and all related settlement negotiations, provided that Macrobond may participate in the defence and related settlement negotiations with counsel of its own choosing; and (d) not admit fault or liability on behalf of Customer.
11.3 Enjoinment. Without limiting the foregoing, and notwithstanding anything to the contrary in this Agreement, if use of the Software is enjoined, or Macrobond determines that such use may be enjoined, Macrobond will, at its sole option and expense: (i) procure for Customer the right to continue using the affected portion of the Software ; (ii) replace or modify the affected portion of the Software that infringe so that they do not infringe; or (iii) if either option (i) or (ii) is not commercially feasible in Macrobond’s reasonable opinion, as applicable, terminate the affected portions of the Software under the applicable Order Form, and in the case of such termination refund Customer a pro-rata amount of the Fees for the affected portions of the Software.
11.4 Exclusions. Under no circumstance will Macrobond incur any liability: (i) for the Data and Third-Party Software & Dataset(s); (ii) arising out of Customer’s use of the Products, Data, Documentation and/or Professional Services, and/or failure to use the Product and/or Data in accordance with this Agreement or in non-compliance with the applicable Documentation; (iii) arising out of modifications made by Customer or a third party to the Products and/or Data; (iii) for the use of any unsupported release of the Software, provided that Macrobond has given reasonable written notice to Customer to migrate to the then-current supported version of the Software (unless the infringing portion is also in the then-current, unaltered supported version); (iv) arising out of the use, operation or combination of the Products and/or Data with software, services, technology, content, data, equipment or materials not provided by Macrobond; (v) from Customer’s failure to provide a suitable environment for connecting the Customer systems to the Products; or (vi) arising out of Customer’s continuation of the allegedly infringing activity after being notified of the alleged infringement claim.
11.5 Sole Remedy. The terms of this Section 11 constitute the Customer's sole and exclusive remedy and Macrobond Parties entire liability with respect to any third-party claims of infringement or misappropriation of intellectual property rights of any kind.
12. LIMITATION OF LIABILITY.
12.1 Nothing in this Agreement excludes or limits either party’s liability for (i) death or personal injury resulting from a party’s negligence or omission; (ii) fraudulent misrepresentation; or (iii) any other liability that may not be excluded or limited by law.
12.2 Subject to Section 12.1 and otherwise to the maximum extent permitted by law, in no event will the either party be liable to the other party or to any third party for claims arising out of or in connection with this Agreement, whether such liabilities arises due to contract or tort (including negligence), breach of contract, breach of statutory duty, misrepresentation or for any other reason, for any (a) loss of profits or loss of sales; (b) loss of business; (c) loss of goodwill; (d)loss of contract (e) loss of use, loss of data, work stoppage, computer failure or any and all other commercial damages; (f) cost of procuring substitute products, data or services, or the use of or inability to use the Products, Data, Documentation and/or Professional Services; (g) loss caused through any act or omission of a Data Provider and/or third party licensor; and (h) indirect, consequential or special loss or damage.
12.3 Subject to Sections 12.1 and 12.2, in no event will the Macrobond Parties aggregate liability to Customer, from all causes of action and under all theories of liability, exceed the total amount of Fees paid or due and owing under the applicable Order Form(s) by Customer to Macrobond that are attributable to the Order Form giving rise to liability in the twelve (12) month period immediately preceding the act or omission first giving rise to the liability. The parties expressly acknowledge and agree that Macrobond has set its prices and entered into this Agreement in reliance upon the limitations of liability specified herein, which allocate the risk between Macrobond and Customer and form a basis of the bargain between the parties.
13. TERM AND TERMINATION
13.1 Term. The term of this Agreement will commence on the Effective Date and continue until terminated in accordance with this Agreement. The Subscription Term in an applicable Order Form will commence on the Commencement Date and will continue for an initial period of twenty-four (24) months (“Initial Term”). Thereafter, the Order Form shall automatically renew for successive twelve (12) month terms (each a “Renewal Term”), unless either party gives to the other not less than ninety (90) days written notice of termination expiring prior to the end of the Initial Term or then-current Renewal Term (as applicable).
13.2 Termination. Subject to Macrobond’s rights under Section 11.3 and 13.3, either party may terminate an Order Form or this Agreement if the other party materially breaches its obligations hereunder and such breach remains uncured for thirty (30) days following written notice of the breach (“Cure Period”), provided that the non-breaching party must exercise such termination right within thirty (30) days of the end of the Cure Period. Customer’s obligation to make a payment of any outstanding, unpaid Fees shall survive termination of an Order Form or this Agreement. This Agreement will automatically terminate without notice to Customer ninety (90) days after the expiration of the last to expire Order Form in effect hereunder.
13.3 Notwithstanding anything to the contrary in this Agreement:
(a) if Customer does not comply with the license terms, restrictions and/or obligations under this Agreement, Macrobond may (without refund or credit and without prejudice to any other rights or remedies Macrobond may have under this Agreement or at law) at its sole discretion: (i) terminate this Agreement (including all active Order Forms hereunder) thereby revoking Customer’s license and use of the Products and/or Data (including any Customer Output) or (ii) suspend Customer’s license and use of the Products and/or Data (including any Customer Output), until Customer comes into compliance with the license terms and restrictions hereunder;
(b) Macrobond may suspend or terminate access to the Products, Data and/or Third-Party Software & Dataset(s)(as applicable) immediately without notice to Customer if necessary to preserve Macrobond’s rights or Macrobond reasonably determines that Customer or any Designated User threatens the security, integrity or availability of the Products, Data and/or the Third-Party Software & Dataset(s), or otherwise breaches applicable laws or regulations; or
(c) Macrobond may suspend or terminate access to the Products, Data and/or the Third-Party Software & Dataset(s) (as applicable) on written notice to Customer if:
(i) Macrobond, the Data Provider or a third party licensor discontinues, terminates or ceases to provide the Products, the Data and/or the Third-Party Software & Dataset;
(ii) the provision of some or all of the Products, Data and/or Third-Party Software & Dataset(s) has become unlawful and therefore can no longer be provided to all Customers or a pre-determined group of Customers of the Products and/or Data in question; or
(iii) Customer fails to comply with Section 7 (Fees).
13.4 Effects of Termination. Upon termination or expiration of all active Order Forms (including termination under Section 11.3 and 13.3) or this Agreement:
(a) Customer shall (i) immediately cease all use (including internal use) of the Products, Data, Derived Data), Third-Party Software & Dataset(s)and Professional Services; (ii) uninstall the Software and delete all Data, Derived Data, MBDoc’s, Third-Party Software & Dataset(s)(including from the Customer systems) and Registration Information (including from the Customer systems); (iii) promptly return or destroy the Documentation and all copies and portions thereof, in all forms and types of media and any other materials provided by Macrobond, (iv) provide written certification signed by an authorised representative of Customer of cessation of use and destruction as set forth herein within fourteen (14) calendar days of termination, and (v) immediately pay any outstanding Fees owed by Customer upon receipt of the final invoice.
(b) Macrobond shall have no obligation to store (and may irretrievably destroy) Customer Data (including backup data) after termination or expiration of the relevant Order Form or this Agreement.
(c) Notwithstanding the above, Customer has the right to retain (i) Customer Output; and (ii) one copy of the Data and Derived Data for legal or regulatory compliance purposes, with Customer’s right to retain at all times being subject to any limitations and/or restrictions on such retention applied by any relevant Data Provider.
(d) The following Sections will survive termination or expiration of this Agreement: 2, 3, 6-9, 10.2 and 11-15 (inclusive) and all others that by their sense and context are intended to survive the execution, delivery, performance, termination or expiration of this Agreement.
13.5 Customer acknowledges that a breach of its obligations to Macrobond under this Agreement, other than the payment obligations, may result in irreparable and continuing damage for which monetary damages may not be sufficient, and agrees that Macrobond will be entitled to seek in addition to its other rights and remedies hereunder or at law, injunctive and/or other equitable relief. All remedies of Macrobond set forth in this Agreement are cumulative and in addition to, and not in lieu of, any other remedy Macrobond has at law or in equity.
14. PREVIEWS
14.1 From time to time and at Macrobond’s sole discretion, Macrobond may provide certain test, alpha, beta, free, trial, or otherwise not generally available Products (“Previews”) in its sole discretion, subject to the restrictions generally applicable to the Agreement and any additional requirements set forth by Macrobond. Except as otherwise stated in an Order Form or otherwise in a writing executed by Macrobond, Previews are provided without Support or any servicing obligations and may contain bugs and other functional issues. ANY AND ALL PREVIEWS ARE PROVIDED AS-IS AND WITHOUT ANY WARRANTY OR INDEMNITY. Macrobond and the Macrobond Parties will not be liable for any harm or damages related to Previews. Any non-public information regarding a Preview is the Confidential Information of Macrobond. Macrobond may discontinue Previews at any time in its sole discretion and is under no obligation to make Previews generally available.
15. GENERAL
15.1 Force Majeure. Neither party will be liable for any delay or failure in performance (except for any payment obligations by Customer) due to causes beyond its reasonable control.
15.2 Notices. All notices or other communication provided by Macrobond to Customer under or in connection with the Agreement may be provided by posting a notice on the Macrobond website, or by mail or email to the relevant address associated with Customer’s account, if available. Any notice or communication provided by Customer under this Agreement shall be provided to Macrobond by certified mail, return receipt requested, to Attn Legal Department at the above registered address or by email to: notices@macrobond.com.
15.3 Publicity. Subject to Customer’s prior written consent, Customer agrees that Macrobond may include the Customer’s name and logo in client lists and marketing materials that Macrobond may publish for promotional purposes from time to time.
15.4 Compliance with Laws and Export Controls. Each party agrees that it will comply with all applicable laws, statutes, regulations, including anti-bribery and anti-corruption (including, but not limited to, the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act) and has and will maintain in place throughout the Subscription Term its own policies and procedures designed to ensure compliance with aforementioned, as appropriate. Customer agrees that it will comply with all applicable export controls and trade sanction laws, regulations, rules and licenses including those of the US, EU, and UK (“Export Control and Sanctions Rules”) and that the Customer shall not do anything that would cause Macrobond to be in breach of any applicable Export Control and Sanctions Rules, and represents and warrants that it is not directly or indirectly subject to any sanctions or restrictive measures imposed under any applicable Export Controls and Sanctions Rules and agrees that it shall immediately notify Macrobond if it becomes subject to any such sanctions or restrictive measures.
15.5 Entire Agreement and Amendments. This Agreement and together with each Order Form constitutes the entire agreement and understanding of the parties and supersedes all prior or contemporaneous oral or written agreements, arrangements, understandings, promises, representations, statements, warranties and negotiations, regarding the subject matter hereof, including any agreement on confidentiality previously executed by the parties. Each party acknowledges that in entering into this Agreement and any Order Form it does not rely on or and has not been induced by any proposals, promises, representation, statement, warranty, collateral contract or other assurance (except as set out in this Agreement or an Order Form) made by or on behalf of any party prior to this Agreement and any such Order Form’s effective date. Each party waives all rights and remedies which, but for this Section 15.5, might otherwise be available to it in respect of any such proposal, promise, representation, statement, warranty, collateral contract or other assurance. Nothing in this Section 15.5 will operate to limit or exclude any liability for fraud. Furthermore, no additional or conflicting terms stated on any other document will have any force or effect and are hereby rejected unless expressly agreed upon by the parties’ duly authorized representatives in writing. The Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. Signatures transmitted electronically shall be deemed original signatures. To the extent that any terms and conditions set forth in an Order Form conflict with the terms of this Agreement, the applicable terms of the Order Form shall prevail. Any amendment or modification to this Agreement must be in writing signed by both parties.
15.6 Severability and Waiver. If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision of this Agreement will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. All waivers must be in writing and signed by both parties.
15.7 Relationship between the Parties. The parties to this Agreement are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between the parties. Neither party will have the power to bind the other party or incur obligations on the other party’s behalf without the other party’s prior written consent.
15.8 Assignment. Customer may not assign or transfer any of its rights and obligations under this Agreement or an Order Form, in whole or in part, by operation of law or otherwise, without Macrobond’s prior written consent, which shall not to be unreasonable withheld. Any attempt to assign or otherwise transfer this Agreement or an Order Form without such consent will be null and of no effect. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party's successors and permitted assigns. Macrobond may assign or transfer in whole or in part, any of its rights and obligations under this Agreement or an Order Form without the consent of the Customer.
15.9 No Prejudice. Except as expressly stated in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.
15.10 Third Party Rights. Nothing in this Agreement is intended to confer any benefit on any third party, or any right to enforce a term contained in this Agreement under the Contracts (Rights of Third Parties) Act 1999.
15.11 Future Functionalities. Customer has not relied on the availability of any future version of the Software, Products or any future product in making its decision to enter into this Agreement or any Order Form.
15.12 No Poaching. During the Subscription Term, neither party will either directly or indirectly solicit or entice away (or seek or attempt to entice away) from the employment of the other party any person(s) employed by the other party without the other party’s prior written consent.
15.13 Governing Law and Venue. This Agreement and all Order Forms shall be governed and construed in accordance with English law. The parties expressly agree that the UN Convention for the International Sale of Goods will not apply. Any legal action, proceeding, claim, dispute, or controversy arising under this Agreement will be brought exclusively in the Courts of England and the parties hereby irrevocably consent to the personal jurisdiction and venue therein.