Truflation Data License Agreement
This Data License Agreement (the "Agreement") is entered into by and between Tru Labs Inc. ("Truflation"), a company incorporated under the laws of Panama, and the purchaser of the data ("Licensee"). By purchasing or using the financial data provided by Truflation (the "Data"), Licensee agrees to be bound by the terms and conditions set forth in this Agreement.
Grant of License
Subject to the terms and conditions of this Agreement, Truflation hereby grants to Licensee a limited, non-exclusive, non-transferable, revocable license to access and use the Data solely for Licensee's internal purposes.
Licensee agrees that it shall not:
a) Publish, distribute, or disclose the Data to any third party, including but not limited to publishing the Data on Licensee's website or in any public report;
b) Resell, sublicense, or otherwise transfer the Data or any rights under this Agreement to any third party;
c) Modify, adapt, or create derivative works based on the Data without crediting Truflation;
d) Use the Data for any unlawful purpose, or in violation of any applicable laws or regulations;
e) Reverse engineer, decompile, or disassemble the Data or any part thereof;
f) Use the Data in any manner that may infringe upon any intellectual property rights or proprietary rights of Truflation or any third party;
g) Use the Data in any manner that could damage, disable, or impair the operation of the Truflation website or any other services provided by Truflation.
Intellectual Property Rights
Licensee acknowledges and agrees that Truflation and/or its licensors own all right, title, and interest in and to the Data, including all intellectual property rights therein. Except for the limited license granted herein, this Agreement does not convey to Licensee any ownership or proprietary rights in the Data.
Truflation reserves the right to terminate this Agreement and the license granted hereunder immediately upon written notice to Licensee if Licensee breaches any of the terms and conditions of this Agreement. Upon termination, Licensee shall immediately cease using the Data and delete all copies of the Data in its possession or control.
Disclaimer of Warranties
The Data is provided on an "as is" basis, without any warranties, representations, or guarantees of any kind, whether express, implied, statutory or otherwise, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, non-infringement, or accuracy. Truflation does not warrant that the Data will be error-free, complete, or up-to-date.
Limitation of Liability
In no event shall Truflation be liable to Licensee or any third party for any indirect, incidental, consequential, special, or punitive damages, arising out of or in connection with this Agreement or the use of the Data, even if Truflation has been advised of the possibility of such damages. Truflation's total aggregate liability under this Agreement shall not exceed the amount paid by Licensee for the Data.
Licensee agrees to indemnify, defend, and hold harmless Truflation, its affiliates, and their respective officers, directors, employees, contractors and agents from and against any and all claims, liabilities, damages, losses, or expenses, including reasonable attorneys' fees and costs, arising out of or in any way connected with Licensee's access to or use of the Data or breach of this Agreement.
Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of Panama, without regard to its conflict of law principles. Any disputes arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts located in Panama, and Licensee hereby consents to the personal jurisdiction of such courts.
This Agreement constitutes the entire understanding and agreement between Truflation and Licensee with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether oral or written.
Truflation reserves the right to modify this Agreement at any time. Any such modifications shall become effective upon posting on the Truflation website or upon providing written notice to Licensee. Licensee's continued use of the Data following any such modifications shall constitute acceptance of the modified Agreement.
If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be deemed severed from this Agreement, and the remaining provisions shall remain in full force and effect.
No failure or delay by Truflation in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.