Compile - Terms

The Service Terms and Conditions (the "Agreement") is a legal agreement between you, Licensee and Compile, Inc. a Nevada Corporation with a principal place of business at 405 El Camino Real #608 Menlo Park, CA 94025 ("Compile"). As used in this Agreement, "you" and "Licensee" mean the company, entity or individual that is acquiring a license under this Agreement.

1. Authorization

Licensee has the option to select from one of several subscription services offered by Compile which will deliver data, reports, and information ("Services") for Licensee to use based on keywords that Licensee has chosen or other information that Licensee may provide to Compile ("Search Terms"). The Services are based on a proprietary platform on which Licensee authorizes Compile to use Search Terms in order to deliver Services. Compile may from time to time make available to Licensee certain optional program features to assist Licensee with the selection of Search Terms. Licensee is under no obligation to use such features, but if Licensee uses these features, Licensee shall be solely responsible for any such Search Terms selected. Subject to the terms and conditions of this Agreement, Compile authorizes Licensee to access and use the websites, services, data and reports offered by Compile for its internal use only ("Service"). Compile may without prior notice, change the Service, stop providing the Service or features of the Service to you or to users generally, or create usage limits for the Service in its sole discretion. Compile reserves the right in its discretion to suspend or terminate your account at any time.

2. Restrictions

All right, title, and interest in and to all intellectual property and proprietary rights relating to the Service shall remain vested in Compile or its licensors. Licensee acknowledges it has no rights in the Service except for the authorization explicitly granted in Section 1 above. Licensee shall not disclose, modify reproduce, transfer, or distribute any information available on or through the Service in any form for any purpose, and shall not use the Service except as expressly permitted in Section 1 above.

3. Search Terms

Licensee represents and warrants that (a) it holds and hereby grants Compile, its affiliates and partners, the rights in any Search Terms for Compile to provide the Services and (b) all information and authorizations provided by Licensee are complete, correct and current.

4. Term and Termination

This Agreement shall continue from the Effective date until termination. Compile may immediately terminate this Agreement if Licensee materially breaches any provision of this Agreement, Sections 2, 3, 4, 5, 6, 7 and 8 shall survive any termination or expiration of this Agreement.

5. Updates and Feedback

Licensee has no obligation to give Compile any suggestions, comments or other feedback regarding the Service (collectively, "Feedback"). However, any Feedback, Licensee voluntarily provides may be used with respect to the Service, Compile products and related specifications of other documentation. Accordingly, if Licensee does give Compile Feedback on any of the Services, Licensee expressly grants Compile a limited, non-exclusive right to use, disclose, reproduce, further license, distribute and otherwise commercialize the Feedback in any Compile products, technology, or service.

6. Confidentially

Licensee agrees that the Service is the confidential information of Compile, and that in addition, during the term of this Agreement, Licensee may be exposed to certain other Compile products information and other information that is confidential and proprietary information and not generally known to the public ("Confidential Information"). Licensee agrees that it will not use or disclose to any third party any Confidential Information without the prior written consent of Compile. In the event that any agreement already exists between the two parties that governs Licensee’s use and disclosure of Confidential Information (the "NDA"), then such NDA shall apply in place of the preceding sentence. In the event of a conflict between the terms of this Agreement and the terms of the NDA, the terms of this Agreement will prevail.

7. Payment

Licensee will pay all charges incurred in connection with the Services, in immediately available funds or paid within thirty (30) days. Late payments bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). Charges are exclusive of taxes. Licensee will pay (i) all taxes and other government charges and (ii) reasonable expenses and attorneys’ fees Compile incurs in collecting late payments. No party may offset any payment due under this Agreement against any other payment to be made under this Agreement. Compile may, in its sole discretion, extend, revise or revoke credit at any time.

8. Indemnification

You agree to indemnify, defend and hold Compile and its affiliates, partners, agents and each of their officers, directors, employees, contractors, agents, Licensee and other associated individuals harmless from and against all damages, loss, claims, liabilities, fines, expense and costs of whatever kind of nature, including, without limitation, attorneys’ fees and litigation costs arising out of or related to this Agreement, including, without limitation, attorney’s fees and litigation costs arising out of or related to this Agreement, including, without limitation any breach by you of any representations, warranties and/or obligations under this Agreement.

9. No Warranty

Content from one or more third parties may be made available to you through the Services ("Third Party Content"). Compile does not filter or otherwise exercise control over such Third Party Content. Accordingly, you agree that we are not responsible for any such Third Party Content, including advertising and/or information about third-party products or services. We make no guarantees about the accuracy, currency, suitability, quality or legality of the information in such Third Party Content, and we assume no responsibility for unintended, objectionable, inaccurate, misleading or unlawful Third Party Content. By choosing your preferences, you can designate types and categories of Third Party Content you prefer to access, but Compile cannot guarantee that you will only access the types and categories of Content you designate. Compile is not responsible for Third Party Content that contains or delivers viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, spyware, malware, or other harmful content or code. Rather, you are responsible for installing, maintaining and using effective anti-virus and spyware prevention technologies.

COMPILE PROVIDES THE SERVICES ‘AS IS’ AND ON AN ‘AS AVAILABLE’ BASIS AND GRANTS NO WARRANTY, EXPRESS OR IMPLIED, BY STATUTE, CONDUCT OR OTHERWISE AND COMPILE EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTIBILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. WITHOUT LIMITATION, COMPILE MAKES NO WARRANTY THAT THE SERVICE IS ERROR-FREE. NO PERSON OR ENTITY IS AUTHORIZED TO MAKE ANY OTHER WARRANTY OR REPRESENTATION CONCERNING THE SERVICE. YOUR USE OF THE SERVICE AND RELIANCE ON ANY INFORMATION, COMMUNICATION OR OTHER INFORMATION AVAILABLE ON THE SERVICE IS DONE AT YOUR OWN RISK.

10. Limitation of Liability

LICENSEE AGREES COMPILE, ITS AFFILIATES OFFICERS, EMPLOYEES, AGENTS, AND PARTNERS WILL NOT BE LIABLE FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS OR ANY DIRECT, INDIRECT SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TERM (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF COMPILE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OTHER THAN LICENSEE’S PAYMENT AND INDEMNIFICTION OBLIGATIONS UNDER THESE TERMS, NO PARTY OR ITS AFFILIATES MAY BE HELD LIABLE FOR DAMAGES UNDER THESE TERMS OR ARISING OUT OF OR RELATED TO PERFORMANCE OF THESE TERMS FOR ANY GIVEN EVENT OR SERIES OF CONNECTED EVENTS IN THE AGGREGATE OF MORE THAN THE AMOUNT PAYABLE TO COMPILE BY LICENSEE UNDER THE TERMS IN THE THIRTY DAYS BEFORE THE DATE OF THE ACTIVITY FIRST GIVING RISE TO THE CLAIM.

11. Marks

All product and service names, slogans and trademarks, service marks, or trade name ("Marks") of Compile. The use of any of our Marks without our express written consent is strictly prohibited. Your access to this web site should not be construed as granting, by implication, estoppel or otherwise, any license or right to use any Marks appearing on the web site without the prior written consent of Compile or the third party that owns the Mark. You acknowledge and agree that Compile is authorized to use any product names, service names, service marks or trade names owned or controlled by you on a customer list (on the internet or in print) or in conjunction with promoting Compile.

12. Privacy

Your access and use of the Service is subject to Compile’s Privacy Policy available on compile.com.

13. Miscellaneous

This Agreement along with the Privacy Policy shall constitute the final, binding and entire agreement of the parties and supersedes all prior agreements or representations oral or written regarding the subject matter hereof. This Agreement may not be changed, terminated or amended except in writing signed by both parties. The failure of either party to exercise any of its rights will not constitute a waiver of such rights unless expressly agreed in writing. Neither party may assign its rights or obligations under this Agreement. In the event any provision of this Agreement is held to be invalid or unenforceable, the valid or enforceable portion thereof and the remaining portions of this Agreement will remain in full force and effect. Licensee and Compile are independent contractors and nothing in this Agreement is intended or shall be construed as creating a relationship of principal and agent, employer and employee, or joint ventures. Licensee is not an agent of Compile for any purpose and has no authority or power, whether apparent, actual, ostensible or otherwise to bind or commit Compile to any obligations in any way. This Agreement shall be interpreted in accordance with the laws of the State of California except those relating to conflict of laws. Any suit hereunder will be brought solely in federal or state courts in the County of Santa Clara, California and Licensee hereby submits to the personal jurisdiction hereof. The official language of this Agreement is English.

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