You have been designated as an authorized user (“User”) with permission to access and use the Licensed Database (defined in Section 1 below) under a certain License Agreement entered into by and between Lodging Econometrics (“LE”) and your employer (“Licensee”) (the “License Agreement”). UNDER THE TERMS OF THE LICENSE AGREEMENT, YOUR ACCESS TO AND USE OF THE LICENSED DATABASE IS SUBJECT TO YOUR AGREEMENT TO ABIDE BY THE TERMS AND CONDITIONS OF THIS END USER LICENSE AGREEMENT. IF YOU DO NOT AGREE WITH ANY PART OF THIS END USER LICENSE AGREEMENT, DO NOT USE THE LICENSED DATABASE. RETURN THE LICENSED DATABASE AND ALL RELATED MATERIALS AND DOCUMENTATION TO LE IMMEDIATELY.
LICENSE TERMS AND CONDITIONS
1. Licensed Database. The Licensed Database means those certain portions of LE’s proprietary sortable database and/or customized PDF library which are made available to you by LE on this site in accordance with the terms of the License Agreement, including hotel database records, data compilations, reports, area developer handbooks and other content and materials. The Licensed Database also includes any software used for formatting, storage, manipulation, retrieval and presentation of said content and materials which is made available to you by LE on this site.
2. Limited License. LE hereby grants you a non-exclusive, non-transferable, limited license to use the Licensed Database in accordance with the terms of this End User License Agreement and subject to the terms of the License Agreement. The Licensed Database may be used by you solely for internal business purposes on behalf of Licensee and for no other purpose. You have no right to use the Licensed Database for any other purpose or to sublicense or share the database or any portion thereof with anyone, including other Licensee employees not specifically authorized to use it.
3. Confidentiality. You shall hold the Licensed Database and all portions thereof in strictest confidence for LE and shall not provide the Licensed Database to any third party. You shall exercise at least the same degree of care to safeguard the Licensed Database from unauthorized use or disclosure as you would use to safeguard your own or Licensee’s similar proprietary information. Your obligations of confidentiality survive termination or expiration of this End User License Agreement and the License Agreement.
4. Ownership; Proprietary Rights. LE retains sole and exclusive title to and ownership of all copyrights and other rights in and to the Licensed Database. The Licensed Database is protected by U.S. and foreign copyright laws, trade secret and other proprietary laws. “Lodging Econometrics” is a proprietary trademark of LE. You are responsible for any copyright infringement, trade secret misappropriation, or other damage to LE that is caused or encouraged by your failure to abide by the terms of this End User License Agreement. You agree not to delete any copyright or other proprietary notice of LE appearing on the Licensed Database.
5. Restrictions. Unauthorized copying or electronic transmittal of the Licensed Database or any part thereof is expressly forbidden. You shall not modify, adapt, translate, reverse engineer, decompile or disassemble the Licensed Database or any part thereof, breach or attempt to breach any security measures protecting the Licensed Database, or create derivative works based on the Licensed Database. Notwithstanding the foregoing, you may (i) export project records into internal reports to the extent such export capability is made available by LE on the site; (ii) quote from and/or summarize the content in PDF reports for internal business purposes on behalf of Licensee, and if you do so, you are not prohibited from designating LE as the source of such quote and/or content; and (iii) copy and paste portions of PDF reports into internal reports for internal business purposes on behalf of Licensee. You may use the Licensed Database to print out materials for use in connection with your sales and marketing efforts for internal business purposes only. You may not produce such materials for transmittal, publication or public displays in any media. Except as otherwise expressly permitted hereunder, you may not use the Licensed Database to extract data for non-transitory storage on any media or to create, alter, supplement, or merge with any other database. You may, however, use the data in the Licensed Database to open a new record or file in the Licensee’s client database as that account is “newly opened” by the direct solicitation of a Licensee salesperson or to amend or supplement an existing record in the Licensee’s client database.
6. Responsibilities. You are solely responsible for installing and maintaining the workstation hardware, software, Internet connection and other equipment necessary to access and use the Licensed Database in accordance with the minimum hardware and network configuration requirements set forth in the License Agreement. LE has no responsibility for any problems with the Licensed Database resulting from your failure to install and maintain such workstation hardware, software, Internet connection and other equipment or from misuse or improper installation by you.
7. Disclaimer. THE DATABASE IS LICENSED ON AN “AS IS” BASIS AND LODGING ECONOMETRICS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LICENSED DATABASE INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE OR WARRANTIES AS TO THE ACCURACY OR USEFULNESS OF THE DATABASE.
8. Limit of Liability. NEITHER LODGING ECONOMETRICS NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THE LICENSED DATABASE SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS OR BUSINESS OPPORTUNITIES, BUSINESS INTERRUPTION, LOSS OF DATA OR BUSINESS INFORMATION, LOSS FROM DOWNTIME OF COMPUTER SYSTEMS, AND THE LIKE, ARISING OUT OF THIS END USER LICENSE AGREEMENT AND/OR USE OR INABILITY TO USE THE LICENSED DATABASE, EVEN IF LE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE AND AGREE THAT YOU SHALL HAVE NO CLAIM AGAINST LE OR ANY OF ITS SUPPLIERS FOR ANY DAMAGES OF ANY KIND ARISING OUT OF THIS END USER LICENSE AGREEMENT OR YOUR USE OF OR INABILITY TO USE THE LICENSED DATABASE AND THAT YOUR SOLE RECOURSE FOR ANY DAMAGES SHALL LIE AGAINST LICENSEE.
9. Term; Termination. The rights granted you hereunder are conditional upon, and not independent of, the License Agreement. This End User License Agreement shall automatically terminate upon expiration or termination of the License Agreement. LE has the right to terminate this license immediately if you have exceeded or attempted to exceed the licensed uses in any way. Upon termination of this license for any reason you agree to return immediately all copies of the Licensed Database and any and all related materials and documentation in your custody or possession or under your control, including any unauthorized copies, and to erase all Licensed Database entries made in all computer and hard drive systems.
10. Password Protection. Your access to the Licensed Database is password protected and will expire 110 days after delivery. The access password will be changed each 90 days. You agree to protect your password and to keep it confidential. You understand, acknowledge and accept that the Licensed Database may include features limiting its operability beyond its intended scope.
11. Subject to License Agreement. This End User License Agreement and all rights, you may have under it are subject in all respects to and may be terminated in accordance with the License Agreement. To the extent this End User License Agreement and the License Agreement are inconsistent, the License Agreement shall control.