MarketLook ™ Terms of Use
Updated: July, 2023
Pursuant to the terms of your Engagement Letter (“Engagement Letter”) with Eisenhandler & Co. L.P. (“Eisenhandler”), you (the “Client”) and certain authorized individuals users from your organization (“Authorized Users”) have been given the right to access and use Eisenhandler’s proprietary MarketLook™ Product, together with all information, data, content, materials or other output provided or generated by it, (the “Product”) through Eisenhandler’s MarketLook™ portal (the “Portal”). This MarketLook™ Terms of Use (“Terms”) supplements the terms and conditions set forth in the Engagement Letter, and governs the right to access and use the Product through the Portal. All terms and conditions set forth in the Engagement Letter are incorporated herein by reference. To the extent that there is any conflict between the terms of the Engagement Letter and these Terms concerning the access and use of the Product and the Portal, the Terms shall prevail. Client shall ensure that each Authorized User abides by these Terms and that Client shall be responsible for the acts or omissions of its Authorized Users. Eisenhandler reserves the right to modify these Terms without notice, and each use of the Product constitutes your acceptance to be bound by the terms set forth in the Terms as modified at the time of such use.
Access Credentials; Client Data Input
Pursuant to the terms of the Engagement Letter, the Client has been given the limited and non-exclusive right to receive access to and use of the Product through the Portal. All access and use of the Product shall be through individual Authorized Users specifically designated by Client, and to whom Eisenhandler will provide initial access credentials. Authorized Users shall complete the initial registration process through the Portal prior to initial access and use. Authorized Users shall submit job and compensation related data and information of the Client (“Client Data”) for inclusion in the Product through the Portal. Client represents and warrants that, to the best of its knowledge, all Client Data inputted for inclusion into the Product is true, correct and complete in all material respects, and that Client (and its Authorized Users) have the right to disclose and share the Client Data to Eisenhandler, and to permit Eisenhandler to use such Client Data in connection with the Product. Client acknowledges and agrees that such Client Data will be included as part of an anonymized and aggregated data set or data product to which other users of the Product shall be granted access and use. Access credentials for each Authorized User, including username and password, shall be held confidential and secure, and shall be subject to the confidentiality provision of these Terms (Section 5). Client or its Authorized User must notify Eisenhandler immediately of any actual or suspected loss, theft, or unauthorized use of access credentials. Eisenhandler is not obligated to inquire as to the authority or propriety of any use of or action taken under those access credentials.
Use of the Product; Restrictions
Each of Client and Authorized User hereby agree and covenant as follows:
- The Product and the access credentials required to access and use the Product through the Portal are strictly confidential (see Confidentiality, Section 5 below), and, excepted as expressly permitted by Eisenhandler, may not be shared or disclosed to any third party, or to anyone within your organization except on a strict “need to know” or “need to use” basis.
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Access and use of the Product shall be solely for Client’s internal business purposes and for no other purpose. Without limiting the generality of the foregoing, each of Client and its Authorized Users shall not, directly or indirectly:
- Exploit the Product or the Portal commercially, including by way of forwarding, licensing, sharing, disclosing, selling or reselling the Product or access to the Product or the Portal, or acting as a service bureau concerning the Product or the Portal;
- Post or otherwise reference the Product on another website or online, or link other websites to the Portal or display the Portal as “framed” within another website;
- Use downloads, screenshots and printouts of physical or electronic copies of the information or content generated by the Product in violation of the foregoing restrictions. All copyright or other notices or legends contained therein shall not be deleted, removed or obscured.
- Client and its Authorized Users shall not use the Product or the Portal to violate or attempt to violate any law, regulation or rule, or the intellectual property or contractual rights of others.
- Client and its Authorized Users shall not attempt to violate the security of the Product or the Portal or use or gain access to the identities, information, or computers of others through the Product or the Portal.
- Client and its Authorized Users shall not transmit any virus, worm, or similar disabling code or system interference through the Portal.
- Client and its Authorized Users shall not, and shall not permit or assist any others to, decompile, reverse engineer, disassemble or otherwise deconstruct all or any portion of the Product or the Portal.
- Client and its Authorized Users acknowledge that Eisenhandler does not grant any license or right to access and use the Product and the Portal except as expressly provided herein.
- The information contained in the Portal and the Product is provided for informational purposes only and is current only as of the dates indicated therein. Information that is not dated or information that is dated but viewed subsequent to its date may not be current. Eisenhandler assumes no duty to update or correct any information for any reason, including new information, results or subsequent events.
Monitoring; Termination or Suspension of Access
Eisenhandler has the right (but not the obligation) to monitor and record all activity on the Portal, as Eisenhandler deems appropriate, for any reason or no reason, and to take all appropriate actions in response to any unauthorized or objectionable conduct, with or without notice. Eisenhandler may investigate any complaint or reported violation of its policies. Eisenhandler may report any activity it suspects may violate any law or regulation to regulators, law enforcement officials, or other persons or entities as it deems appropriate. Eisenhandler may issue warnings, suspend or terminate use of the Product or the Portal, deny access to all or part of the Portal or take any other action it deems appropriate. Eisenhandler may send text files (e.g., “cookies” or other cached files) or images to web browsers to collect and/or store information on your computer, and use other technologies to monitor access and use of the Product and the Portal. If such cookies or other technologies are blocked, access to certain parts or use all features of the Product or the Portal may be blocked or restricted.
Intellectual Property
Client and its Authorized Users acknowledge and agree that the Product and the Portal are proprietary to Eisenhandler and that they are the subject of intellectual property protection, including but not limited to, trademarks, service marks, trade names and copyrights, owned by Eisenhandler or by third parties. Eisenhandler grants to Client and Authorized Users a limited, revocable, nonexclusive and nontransferable right to view, store, bookmark, download, copy and print pages from the Product, and to access and use the Portal.
Confidentiality
The Product is the confidential information of Eisenhandler, and all access credentials of Authorized Users used to access or use the Portal or the Product are also confidential and must be held confidential and secure. Client shall not, and shall not permit, any person (including Authorized Users) to disclose or share the Product or Portal to any third party or any of its employees or other personnel except on a strict “need to know” or “need to use” basis. Client shall not, and shall not permit any person (including Authorized Users) to disclose or share such information with third party consultants or advisors or to other employees or personnel (except as provided above) within Client’s organization without the prior written consent of Eisenhandler. Client shall be responsible for the acts or omissions of any third parties and employees or personnel who access the Portal or the Product. Client agrees to treat any confidential information with the same degree of care that Client accords to its own confidential information of a similar nature; provided that in no event shall Client exercise less than reasonable care to protect the confidential information. Confidential information submitted to Eisenhandler by other means will be subject to Eisenhandler’s confidentiality policies and any agreements between Eisenhandler and the submitting party.
Disclaimers
Eisenhandler, including its partners, employees, affiliates and agents (collectively “Related Persons”) make no representations or warranties of any kind, express or implied, as to the accuracy, reliability, completeness, availability or other characteristics of the information, data, content or materials presented or generated through the Product or the Portal. Such information, data, content or materials are provided “as is” and “as available” and, to the fullest extent permissible pursuant to applicable law, Eisenhandler specifically disclaims any and all warranties of any kind, express or implied, including but not limited to all warranties of and conditions of merchantability, fitness for a particular purpose, title, non-infringement, availability, accuracy, or completeness. Eisenhandler does not warrant that the information, data, content and material from the Product or the Portal are accurate, reliable, timely, error-free or correct, that the Product or the Portal will be available at any particular time or location or that the Portal is free of viruses or other harmful components. Electronic communications can be intercepted by third parties and, accordingly, electronic mail and other transmissions to and from the Portal or made via the Portal may not be secure. Decisions based on information, data, content or materials presented or generated through the Product or the Portal are your sole responsibility and at your own risk, and as consideration for access to the Product and the Portal, you will be responsible for any liability to Eisenhandler that arises out of your use of the Product and the Portal or your breach of these Terms, and you agree to indemnify and hold harmless Eisenhandler and Related Persons from and against any claims whatsoever and of any nature for damages, losses, and causes of action, including but not limited to actions by third parties against you, Eisenhandler or any of its Related Persons, arising out of or in connection with any decisions that you make based on such information or materials, your use of the Product and the Portal or your violation of these Terms. Eisenhandler will not be responsible for any loss to you or your organization that arises from such use or action or from your failure to comply with the Terms.
Limitation of Liability
IN NO EVENT SHALL EISENHANDLER OR ITS RELATED PERSONS BE LIABLE TO ANY PARTY FOR ANY CLAIMS, LIABILITIES, LOSSES, COSTS OR DAMAGES, INCLUDING BUT NOT LIMITED TO ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY ACCESS, USE (OR INABILITY TO USE) OR DISTRIBUTION OF THE PORTAL OR THE PRODUCT. THIS IS TRUE EVEN IF EISENHANDLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES OR IF ANY REMEDY YOU HAVE FAILS IN ITS ESSENTIAL PURPOSE.
If you have any questions about these Terms, please contact info@eisenhandler.com.
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