1. Subscription Services You are a customer (“you” or “your”) executing a Palomar Order Form (“Order Form”) under which, in exchange for your payment of certain fees set forth therein (the “Subscription Fee”), you shall gain access to and license certain data and/or other information (“Information” or “Licensed Materials”). (Additional details concerning the nature of the Information and/or Licensed Materials are set forth on your Order Form.) Palomar Group, LLC (“we,” “us” or “our”) is the owner of the Licensed Materials, and except as provided herein, retains all right, title and interest in the Licensed Materials. In exchange for your payment of the Subscription Fee, you are granted a limited, non-exclusive license to use the Licensed Materials for your own internal business purpose during the Term.
2. Term. The “Term” of your Subscription is initially one (1) year from the date your Order Form is submitted to us. Such Term shall automatically renew on the anniversary date, unless you provide us with notice of your cancellation thirty (30) or more days prior to the applicable anniversary date. In the case of such renewal Term, you shall be invoiced (and shall be expected to pay for such renewal Term) prior to the commencement date of such renewal Term.
3. Prohibition against Non-Specified Use. Any use or disclosure of Licensed Materials other than as specified in this License Agreement is prohibited without our prior written consent. No Licensed Materials may be used in any legal or administrative proceeding.
4. Disclaimer. We do not make any warranties or representations as to the accuracy, reliability, suitability, completeness or utility of any reports generated by your use of the Information or Licensed Materials provided hereunder. We make no warranties, express or implied, with regard to the Information or Licensed Material and, in particular, we disclaim all implied warranties of merchantability or fitness for a particular purpose.
5. Limitation of Liability. OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE INFORMATION OR LICENSE PRODUCT PROVIDED HEREUNDER SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER, IT BEING AGREED THAT SUCH LIMITATION OF LIABILITY IS AN AGREED UPON ALLOCATION OF RISK CONSITITUTING PART OF THE MATERIAL CONSIDERATION EXCHANGED HEREUNDER, AND SUCH LIMITATIONS OF LIABILITY SHALL APPLY REGARDLESS OF WHETHER AN ACTION IS IN CONTRACT, TORT, WARRANTY, STRICT LIABILITY OR ANY OTHER THEORY OF LIABILITY OR RECOVERY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED UNDER LAW, WE SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES ARISING WITH RESPECT TO OUR PERFORMANCE HEREUNDER, INCLUDING BUT NOT LIMITED TO ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR BUSINESS INTERRUPTION, COST OF SUBSTITUTE SERVICES, LOSS OF PROFITS, USE, DATA, GOODWILL OR OTHER ECONOMIC ADVANTAGE, HOWEVER CAUSED, AND REGARDLESS OF THE THEORY OF RECOVERY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHER LEGAL THEORY), ARISING OUT OF YOUR USE OF THE INFORMATION OR LICENSED MATERIALS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6. Assignment. The Subscription granted hereunder is for the benefit of and binding upon the parties and their successors and assigns. It may not be assigned by either party without the prior written consent of the other (not to be unreasonably withheld or delayed).
8. Registration Information. As part of the registration process, we may request registration-related information and/or collect personal information, including your name, e-mail address, company, company address, role, telephone number and IP address. The collection of such information is necessary in order to ensure our compliance with applicable law and fulfill the terms of service. Our secure collection and storage of such information is carried out consistent with the requirements of applicable law.
9. Usage Statistics. You consent to our use of a tool which collects feature usage statistics and sends such information to us via HTTP. Collection of usage statistics enables us to better understand which features are used most frequently and allows us to improve the Licensed Materials by extending existing features or adding related features. Such transmitted information contains no personal information.
10. Feedback. You hereby grant us a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Licensed Materials any suggestion, enhancement request, recommendation, correction or other feedback provided by you with respect to the Licensed Materials.
11. Secure Deletion. You are required to destroy or purge all copies, excerpts, modifications and updates of the Information and Licensed Materials and all supporting documentation no later than the last day of the Term.