License to Access Products. Mirador will grant Client a license(s), as applicable, to access the Products (each a “Member License”) for the number of users specified in each Schedule A. Each Member License enables access to the licensed Products by a Client employee with a user ID and a password validly issued by Mirador. A Member License is required for each Client employee that has access through the network to Products. Client is prohibited from providing access to third parties and to any non-licensed employees except as specifically set forth in any Schedule A to this Agreement. Client acknowledges that access to the Products is limited to the terms and conditions set forth herein and identified in any schedules attached hereto and any expansion of such terms and conditions must be agreed to in writing by Mirador.
Ownership and Proprietary Rights. MIRADOR Works. MIRADOR Works are the property of Mirador and are protected by Colombian and international copyright law and other intellectual property laws. Client acknowledges that MIRADOR Works are proprietary to Mirador and/or its licensors and comprise: (i) works of original authorship, including compiled content containing Mirador’s and/or its licensors’ selection, arrangement, coordination, and expression of such content or pre-existing material Mirador has created, gathered, or assembled and (ii) information that has been created, developed, and maintained by Mirador or its licensors at great expense of time and money such that misappropriation or unauthorized use by others for commercial gain would unfairly and irreparably harm Mirador and/or its licensors. Client shall not commit or permit any act or omission that would impair Mirador’s and/or its licensors’ proprietary and intellectual property rights in MIRADOR Works. Client shall not copy, transfer or distribute to any person or entity in any medium the MIRADOR Works except as permitted below.
Distribution of MIRADOR Works and Custom Research. Client may use the MIRADOR Works and Custom Research for internal business purposes in accordance with the Mirador Citation Policy (a copy of which is attached hereto as Exhibit A). Any external or commercial use or distribution of the MIRADOR Works and Custom Research will also be governed by the Mirador Citation Policy and will require prior written permission from Mirador Licensing. Client may not otherwise use or distribute any MIRADOR Works or Custom Research outside the Client company except as specifically set forth in any Schedule A or B to this Agreement and in any other Mirador product-specific content and usage policies. This restriction applies to joint ventures, alliance partners, affiliated companies, or wholly- or partially-owned subsidiaries. In addition, the Client agrees not to modify MIRADOR Works or Custom Research in any way except as expressly permitted by Mirador.
Representations and Warranties. Mirador warrants that the MIRADOR Works and/or Custom Research delivered under this Agreement are based on Mirador’s reasonable efforts to compile and analyze the best sources reasonably available to Mirador at any given time and, that any opinions reflect Mirador’s judgment at the time and are subject to change. In addition, Mirador warrants that the MIRADOR Works and/or Custom Research do not infringe any copyrights or other proprietary rights of any third party. THE WARRANTIES AND REPRESENTATIONS CONTAINED IN THIS SECTION ARE IN LIEU OF, AND MIRADOR DISCLAIMS, ANY AND ALL OTHER WARRANTIES OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THE MIRADOR WORKS AND/OR CUSTOM RESEARCH TO BE DELIVERED, INCLUDING ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES AS TO ACCURACY, COMPLETENESS, OR ADEQUACY OF INFORMATION. Both Mirador and Client represent that they have the power and authority to enter into this Agreement.
Limitation of Liability. Mirador shall not be liable for any damages incurred by Client arising as a result of reliance upon the MIRADOR Works and/or Custom Research. Mirador’s maximum liability for any and all claims arising under this Agreement shall be limited to and shall not exceed the aggregate amount of the monies paid to Mirador hereunder. In no event will either party be liable for any consequential, indirect, special, or incidental damages such as damages for lost profits, business failure or loss, arising out of use of the MIRADOR Works and/or Custom Research whether or not either party has been advised of the possibility of such damages.
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