This Agreement, dated as of the Acceptance Date, confirms the terms and conditions under which Markit will make available to you (“Prospect”), from time to time and for trial purposes only, access to Markit Desktop services (the “Services”).
Markit will provide Prospect with access to the Services for a period no longer than fourteen (14) days (“Trial Period”). Markit has the right to terminate the access to the Services at any time during the Trial Period. Upon expiration or termination of the Trial Period for any reason, Prospect will purge any data received through the Services during the Trial Period from its systems, unless a mutually acceptable agreement to acquire the license for the Services, is executed by the parties at such time.
Upon execution of this Agreement, Markit grants to Prospect a limited, free of charge, non-exclusive, non-transferable right and license to evaluate the Services during the Trial Period. The log-ins provided by Markit are personal and may not be shared. Prospect may not use the Services or any data delivered through the Services for any other purpose than evaluating the Services. Prospect shall not attempt to decompile, disassemble, reverse engineer or obtain access to the source code of any software. Upon Markit's request, Prospect shall provide Markit with a verbal report of the results of the trial, but shall not be liable to Markit or any other third party for Prospect's failure to detect, or notify Markit of, any problem with or characteristic of the Services.
Prospect further acknowledges that certain data and information available through the Services has been provided to Markit by third parties for use in connection with the Services, and the use and availability of such data and information is subject to arrangements between Markit or Prospect and such third parties and any limitations and restrictions that may be displayed or contained on the Services. In addition, Prospect acknowledges and agrees that Markit, to the extent required under its licenses with third party content providers, may provide such third parties with the identity of the Prospect and contact details of Prospect representative.
As used herein, “affiliates” shall mean entities under the control of Prospect. The parties specifically acknowledge and agree that such affiliates may be entitled to evaluate the Services. Prospect shall be responsible for any such affiliate for complying with the terms of this Agreement as applicable to Prospect. Prospect shall (i) upon notice from Markit, cause such affiliate to discontinue any unauthorized use of the Services, and (ii) assume financial liability for any damages sustained by Markit in connection such unauthorized use, subject to the same limitations on liability that would have otherwise applied hereunder if Prospect, and not the affiliate, had engaged in such conduct.
Markit warrants that it has the right to provide the Services to Prospect and will hold harmless, indemnify and defend Prospect and its managing directors, partners, employees and agents against any claims, demands, causes of action and liabilities based on a claim that Markit does not have such right.
Each party acknowledges that it or its employees may, in the course of performing its responsibilities under this Agreement, be exposed to or acquire information which is proprietary or confidential to the other party or its affiliated companies or their clients or to third parties to whom such party owes a duty of confidentiality. Prospect’s confidential information means any non-public information of any form obtained by Markit or its employees in the performance of this Agreement. Markit’s confidential information means the Services and related materials provided by Markit to Prospect under this Agreement. Each party agrees to hold the other party’s confidential information in strict confidence and not to copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give or disclose such information to third parties (except by Prospect to its contractors who have a need to know such confidential information while providing services to Prospect), or to use such information for any purposes whatsoever other than as contemplated by this Agreement. Each party shall also advise each of its employees or contractors who may be exposed to such proprietary and confidential information of their obligations to keep such information confidential. The parties agree to return all Confidential Information that has been received from the other party including all copies made thereof, promptly upon request by the disclosing party It is understood and agreed that in the event of a breach of confidentiality, damages may not be an adequate remedy and each party shall be entitled to injunctive relief to restrain any such breach, threatened or actual.
Neither party will be liable for any consequential, indirect or special damages arising hereunder. Neither Markit, its affiliates nor any data provider shall in any way be liable to Prospect or any client of Prospect for any inaccuracies, errors or omissions, regardless of cause (except in event of fraud or wilful misconduct by Markit), in the Services or the data provided through the Services, or for any damages (whether direct or indirect) resulting therefrom.
Markit agrees that it will not, without the prior written consent of Prospect in each instance, use Prospect’s name in advertising, publicity, or otherwise the name of Prospect, or represent that the Services have been endorsed by Prospect. This provision shall survive the termination or expiration of this Agreement.
The provisions titled Warranties & Indemnity, Confidentiality, Limitation of Liability and No Promotion shall survive termination hereof. This Agreement may not be amended except in writing, signed by both Prospect and Markit, and shall be governed by and construed under the laws of England and Wales, and each party submits to the exclusive jurisdiction of the courts of London, United Kingdom. This Agreement constitutes the entire and exclusive agreement between Prospect and Markit with respect to the trial of the Services.
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