This Agreement is between Inventory Locator Service,® LLC. ("ILS"), and the Client named at the bottom of this document ("you", "your", or "client").
No-Fee Evaluation. To facilitate your evaluation of the ILS Service, ILS agrees to waive fees [and taxes] for a specified period indicated by the Evaluation Period Begin Date and the Evaluation Period End Date at the bottom of this Agreement (the "Evaluation Period"). This Agreement shall end on the Evaluation Period End Date. Furthermore, at the end of the Evaluation Period, you must cease using the ILS User Name(s) and Password(s) promptly to avoid any charges.
1. Licenses.
(a) Use of the ILS Service. ILS grants you a license for the duration of this Agreement to access and use the ILS Service to submit, locate, and retrieve information by means of the specified computers and access. Your use of the ILS Service is also subject to other terms and conditions of this Agreement, including the restrictions on use found in Section 2 below.
(b) Information Submitted to ILS. You grant ILS a license for the duration of this Agreement to use, reproduce, display, and provide to third parties any and all information you submit as part of our available services, or as required by local, state, or federal law enforcement agencies.
2. Restrictions on Your Use as an Evaluator. Your use of the ILS Service is subject to the following restrictions.
(a) In connection with the information you submit, you represent and warrant that you have a legally enforceable, exclusive right to offer or sell the parts, equipment, and services as specified in that information and that the information is up to date. You also represent and warrant that you will not submit information about (i) any part or equipment that is defective, counterfeit or that lacks any required governmental authorization, approval, permit, license, or other official permission; or (ii) any service for whose rendition you lack any required governmental authorization, approval, permit, license, or other official permission. Further, you acknowledge and agree that ILS reserves the right to refuse, in its sole discretion and at any time, to provide via the ILS Service any or all information you submit.
Required Updates. ILS has the right to request from you proof of compliance that the information you have submitted is up-to-date. If you do not provide such proof to ILS' reasonable satisfaction within 10 days after ILS requests it, ILS (i) may remove the information from the ILS Service and (ii) may immediately terminate this Agreement.
(b) You may use the ILS Service to locate and retrieve information solely for the purpose of identifying, evaluating, and buying on your own account the parts, equipment, and services that are offered by means of the ILS Service. In connection with that use of the ILS Service, you may not offer, resell, distribute, or otherwise supply to any third party information from the ILS Service; you may not otherwise provide to any third party access to your ILS User Name(s) and Password(s) or any other form of access to the ILS Service or to information from the ILS Service; you may not use information obtained from the ILS Service in connection with providing database services to any third party; and you may not incorporate information obtained from the ILS Service in any database that is accessible by any third party.
(c) You acknowledge and agree that ILS may establish additional terms and conditions on the use of the ILS Service by displaying them on the sign on screens for the ILS Service, that ILS in its sole discretion may change those terms and conditions from time to time and that those terms and conditions as they may be changed from time to time are automatically incorporated herein by reference. You also acknowledge and agree that, after those additional terms and conditions are so displayed, your further use of the ILS Service constitutes acceptance of them. You further acknowledge and agree that, once those additional terms and conditions are so displayed, if you do not agree to abide by them, you will not sign on and thereby immediately cease your use of the ILS Service. Upon receiving prompt notice from you that you have ceased using the ILS Service on such basis and desire to terminate this Agreement, the Agreement will automatically terminate and ILS may terminate your access to the ILS Service. You further represent and warrant that you will not use the ILS Service to identify, evaluate, buy, offer, or sell parts, equipment, and services from or to persons, organizations, and countries (i) if trade in the parts, equipment, and services or trade with the persons, organizations, and countries would violate the laws or regulations of the United States or any other applicable jurisdiction, or (ii) if ILS indicates by means of one or more "Restrictions" databases on the ILS Service (whose contents as they may be changed from time to time are incorporated herein by reference) that the use of the ILS Service for trade in the identified parts, equipment, and services or trade with the identified persons, organizations, and countries is unauthorized and prohibited by this Agreement. You also acknowledge and agree that the ILS Service contains valuable trade secrets of ILS and that, other than as expressly permitted by this Agreement, your use of them or their communication to third parties would cause immediate and irreparable harm to ILS for which money damages would be inadequate. Therefore, ILS will be entitled to injunctive relief for your breach of obligations under this Agreement regarding use, confidentiality, and non disclosure of them, without ILS being required to show proof of actual damages or to post a bond or other security. Such remedy shall not be the exclusive remedy for breach of such obligations but shall be in addition to all other remedies available at law or in equity.
3. Fees. During the Evaluation Period all fees are waived provided that you abide by the terms and conditions of this Evaluation Period Agreement.
4. Term. This Agreement will terminate, and your licenses to access and use the ILS Service will cease:
(a) On the Evaluation Period End Date;
(b) Immediately, unless waived in writing by ILS in its sole discretion, if you violate any provision of this Agreement.
5. Disclaimers.
(a) By ILS. ILS disclaims and evaluator waives any responsibility of ILS (i) for any information located or retrieved via the ILS Service, (ii) for that information's accuracy and timeliness, and (iii) for any adverse impact on or damage to client's information systems in connection with the use of the ILS Service.
(b) By Both Parties. Except as expressly set forth in this Agreement, neither party makes any, and each party hereby specifically disclaims any and all, (i) representations and warranties, express or implied, including without limitation any implied warranty of merchantability or of fitness for a particular purpose, and (ii) implied warranties arising from a course of dealing or course of performance.
6. Limitation of Liability. Client acknowledges that it is receiving the ILS Service free of charge. In no event shall ILS be liable for consequential, incidental or punitive losses, damages or expenses (including without limitation lost profits or savings) in any manner related to this Agreement, even if ILS has been advised of their possible existence. The limit of ILS's liability whether in contract, tort, negligence or strict liability in tort or by statute to the Client, or any third party for any and all claims concerning performance or non-performance by ILS or in any manner related to this Agreement shall not in the aggregate exceed US. Client acknowledges that it shall have no claim against ILS for any period of partial or total inaccessibility or non-availability of the ILS Service during the Evaluation Period. This remedy is client's exclusive remedy for all claims, including without limitation, claims in any manner related to the accessibility and the availability (or lack thereof) of the ILS Service and its databases. Any action by either party must be brought within two years after the action arose.
7. Indemnity. You agree to defend, indemnify, and hold ILS harmless from and against any claim, action, suit, demand, loss, liability, damage or expense resulting from any third-party claim or action arising out of or relating to the information you submit to or obtain from the ILS Service.
8. ILS-Furnished Equipment. Any equipment furnished to you by ILS shall be deemed ILS' property, and ILS shall retain title to that equipment. In addition to assuming all risk of loss, theft, and damage to that equipment, you shall not, by action or inaction, allow it to be encumbered in any manner.
9. Governing Law. This Agreement is governed by, and shall be construed in accordance with, the laws of the State of Tennessee, USA, without regard to any conflicts of law provision that would result in application of the laws of another jurisdiction. You irrevocably and unconditionally agree that any action, suit or proceeding arising from this Agreement may be brought in any state or federal court situated in the state of Tennessee.
10. Miscellaneous. This Agreement does not become effective until it is accepted by you by clicking on the "I agree" button at the bottom of this page. This Agreement sets forth the entire understanding and agreement of the parties with respect to your use of the ILS Service during the Evaluation Period. If any provision of this Agreement is held invalid by a court of competent jurisdiction, that provision shall be effective to the extent, if any, it could nevertheless be valid and the remainder of