TERMS AND CONDITIONS OF ACCESS TO THE METOMIC GOOGLE DRIVE SCANNER
THESE TERMS AND CONDITIONS APPLY TO YOUR USE OF THE METOMIC GOOGLE DRIVE SCANNER AND ARE ENTERED INTO BY YOU ("You") AND METOMIC LIMITED, OFFICE ONE, 1 COLDBATH SQUARE, LONDON EC1R 5HL ("Metomic"). METOMIC AND YOU HEREBY AGREE AS FOLLOWS:
2. Term. This Agreement is effective from the date you authorise the Metomic Google Drive Scanner to access your Google Drive account (“Effective Date”) until Metomic notifies you that this Agreement is terminated (which Metomic may do at any time, for any reason) (the "Term"), unless terminated earlier as set forth herein. This Agreement will terminate automatically if You fail to comply with any of the limitations or other requirements described herein, or you disconnect or de-authorise the Metomic Google Drive Scanner from having access to your Google Drive. At the end of the Term or upon the request of Metomic, whichever is earlier, You will cease to access the Metomic Google Drive Scanner as applicable, and make no further use whatsoever of the Metomic Google Drive Scanner, except to the extent that may be permitted under any subsequent agreements between You and Metomic. On termination, You will promptly permanently erase or destroy any of Metomic's confidential information as detailed in clause 8 .
3. Metomic's Rights. You acknowledge that all right, title, and interest in and to the Metomic Google Drive Scanner, including associated intellectual property rights, are owned by and shall remain with Metomic and its licensors. Metomic may create and derive anonymous, aggregated metadata and statistics in connection with your use of the Metomic Google Drive Scanner and the accounts you connect to the Metomic Google Drive Scanner. This Agreement does not convey to You any rights or interest in or to the Metomic Google Drive Scanner, but only a limited right of use revocable in accordance with the terms of this Agreement. All rights not expressly set forth hereunder are reserved by Metomic.
4. Restrictions. You will not: (i) use the Metomic Google Drive Scanner in a live product environment; (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Metomic Google Drive Scanner (except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties), (iii) license, sell, resell, transfer, rent, lease, distribute, exploit or otherwise make the Metomic Google Drive Scanner available to anyone, (iv) use the Metomic Google Drive Scanner to store or transmit infringing, obscene, libellous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third party privacy rights, (v) use the Metomic Google Drive Scanner to send spam or otherwise duplicative or unsolicited messages in violation of applicable laws, or (vi) copy, modify, transmit, distribute, frame or mirror the Metomic Google Drive Scanner in any form or media or by any means, (vii) use the Metomic Google Drive Scanner to store or transmit malicious code or in any way that is unlawful or fraudulent, (viii) interfere with, damage or disrupt the integrity or performance of the Metomic Google Drive Scanner or third party data, (ix) attempt to gain or assist third parties to gain unauthorised access to the Metomic Google Drive Scanner or their related systems or networks, or (x) access the Metomic Google Drive Scanner for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
5. Payment. The Metomic Google Drive Scanner is provided to You without charge.
6. Exclusion of Warranties. The Metomic Google Drive Scanner is provided to You "as is", and any use by You of the Metomic Google Drive Scanner during the term will be at Your sole risk. Metomic makes no warranties relating to the Metomic Google Drive Scanner and expressly disclaims all warranties, express or implied, including without limitation those of merchantability, or fitness for a particular purpose. The foregoing provisions shall be enforceable to the maximum extent permitted by applicable law.
7. Limitation of Liability. Metomic's cumulative liability to You or any other party for any loss or damages resulting from any claim arising out of or relating to this Agreement, including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise, shall not exceed £1,000. In no event shall Metomic be liable for any indirect, incidental, consequential, special, or exemplary damages or loss of profits or loss or corruption of data, even if You have advised Metomic of the possibility of such damages. The limitations of liability in this clause 7 shall apply to the fullest extent permissible at law but do not limit any liabilities which may not be excluded by law (including death or personal injury caused by negligence, fraud or fraudulent misrepresentation).
8. Confidentiality. Each Party undertakes that it shall not at any time disclose to any person or use any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, or such other information which ought reasonably to be regarded as confidential, except as permitted herein. This clause 8 shall survive termination of this Agreement for as long as information shared under this Agreement is reasonably considered confidential by the disclosing party. Information shall not be deemed to be confidential if such information: (i) is, or becomes, publicly known other than through a breach of this Agreement, (ii) is in the possession of the receiving party prior to receipt thereof from the other party, (iii) is independently developed by the other party, or (iv) is lawfully disclosed to the receiving party by a third party who is not subject to a confidentiality agreement or obligation relating to such disclosure. Each party may disclose the other party’s confidential information: (i) to its employees, officers, representatives or advisors who need to know such information for the purpose of exercising that party’s rights or carrying out its obligations under this Agreement (“Permitted Purpose”), provided that each party shall ensure such persons comply with this clause 8 and shall be liable for any failure of such persons to do so; or (ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. No party shall use the other party's confidential information for any purpose other than the Permitted Purpose.
9.1. This Agreement does not create any agency, partnership or joint venture relationship.
9.2. Metomic may, but You may not without Metomic's prior written consent, assign, novate, subcontract or otherwise transfer any of your rights or obligations under this Agreement.
9.3. This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
9.4. No variation of this Agreement shall be effective unless it is in writing and signed by the parties.
9.5. No failure or delay by either party in exercising any right or remedy provided under this Agreement or by law shall constitute a waiver, prevent or restrict the future exercise, of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
9.6. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
9.7. No one other than a party to this Agreement shall have any right to enforce any of its terms.
9.8. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.