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Your Responsibilities. You will a be responsible for Your compliance with this Agreement, including compliance with all license and usage restrictions set forth in this Agreement or the Documentation, b be responsible for the accuracy, quality and legality of Your Data and the means by which You acquired and imported Your Data, c keep Your password and other access credentials confidential, and use commercially reasonable efforts to prevent unauthorized access to or use of BrokerBase or any Content, and notify Us promptly of any such unauthorized access or use, d use BrokerBase only in accordance with the Documentation and applicable laws and government regulations, e strictly comply with Privacy Laws, CASL and any other applicable laws, and f monitor and maintain any automated aspects of BrokerBase to ensure compliance with Your responsibilities under this Agreement.

Usage Restrictions. In addition, unless you obtain Our prior written consent, You may not access or use BrokerBase if You are Our direct competitor, or for purposes of monitoring the availability, performance or functionality of BrokerBase, or for any other benchmarking or competitive purposes.

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You may make a reasonable number of copies of the Content for Your own internal purposes, but will treat these copies as Our confidential information.

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You will a be responsible for Your compliance with this Agreement, including compliance with all license and usage restrictions set forth in this Agreement or the Documentation, b be responsible for the accuracy, quality and legality of Your Data and the means by which You acquired and imported Your Data, c keep Your password and other access credentials confidential, and use commercially reasonable efforts to prevent unauthorized access to or use of BrokerBase or any Content, and notify Us promptly of any such unauthorized access or use, d use BrokerBase only in accordance with the Documentation and applicable laws and government regulations, e strictly comply with Privacy Laws, CASL and any other applicable laws, and f monitor and maintain any automated aspects of BrokerBase to ensure compliance with Your responsibilities under this Agreement.

Usage Restrictions. In addition, unless you obtain Our prior written consent, You may not access or use BrokerBase if You are Our direct competitor, or for purposes of monitoring the availability, performance or functionality of BrokerBase, or for any other benchmarking or competitive purposes.

Reservation of Rights. No rights are granted to You hereunder other than as expressly set forth herein. License to Content.

We grant you a limited, non-exclusive, revocable, non-transferable, non-sublicensable license during the Term to access and use the Content, solely to the extent reasonably required in connection with Your permitted use of BrokerBase.

You may make a reasonable number of copies of the Content for Your own internal purposes, but will treat these copies as Our confidential information.

You are not required to provide any feedback or suggestions relating to BrokerBase. If You choose to provide any feedback or suggestions relating to BrokerBase, you acknowledge and agree that We will have an unrestricted, perpetual, worldwide right to use such feedback and suggestions, without any obligation to obtain consent from You, provide attribution to You, or make any payment to You.

Ownership of Your Data. We acknowledge that You or Your customers own Your Data, and We claim no rights to Your Data other than any rights granted in this Agreement or any other agreement between Us and You or between Us and the customer to whom any Customer Data relates.

License to Your Data. You grant Us and Our Affiliates a worldwide, non-exclusive, perpetual, limited license to access, host, copy, transmit, modify and display Your Data for the purpose of a providing BrokerBase to You, Your company's brokers, agents and Affiliates in accordance with this Agreement, b providing other services to You, Your company's brokers, agents and Affiliates, c improving and developing BrokerBase and our other products and services, and d performing data analytics and analyzing and reporting on trends and statistics it being understood that if we publish Your Data for this purpose, it will be in aggregated and anonymized form.

Subject to the limited licenses granted herein, We acquire no right, title or interest from You or Your licensors under this Agreement in or to Your Data.

You acknowledge that We may sublicense these rights to Our Third Party Providers for the purpose of allowing them to provide services to Us.

Privacy Policy. If Your Data includes any Personal Information, We will collect, use and disclose such Personal Information in accordance with Our privacy policy, a copy of which is available here.

Privacy Laws. If Your Data includes any Personal Information, You represent and warrant to us that a you have complied with all applicable Privacy Laws in connection with the collection, use and disclosure of such Personal Information, and the provision of such Personal Information to Us complies with all applicable Privacy Laws, and b all individuals to whom such Personal Information relates have consented to Our collection, use and disclosure of such Personal Information for the purposes disclosed in this Agreement, the Documentation and our Privacy Policy.

Definition of Confidential Information. However, Confidential Information does not include any information that a is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, b was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, c is received from a third party without breach of any obligation owed to the Disclosing Party, or d is independently developed by the Receiving Party.

Protection of Confidential Information. The Receiving Party will a use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind but not less than reasonable care b not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and c except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates' employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party, if permitted by law, gives the Disclosing Party prior notice of the compelled disclosure.

Each party represents that it has validly entered into this Agreement and has the legal power to do so. Our Warranties. We warrant that BrokerBase will perform materially in accordance with the Documentation.

For any breach of the above warranty, Your exclusive remedies are termination of use of BrokerBase. Limitation of Liability.

You will defend Us against any third party claim, demand, suit or proceeding made or brought against Us a by one of your customers except to the extent the claim arises from our breach of this Agreement or our gross negligence or willful misconduct , b that arises from any breach of this Agreement by You or any inaccuracy in any representation or warranty made by You, or c that alleges that Your Data, or Your use of BrokerBase or Content in breach of this Agreement, infringes or misappropriates such third party's intellectual property rights or violates applicable law.

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This Agreement commences on the date You first accept it and will remain in effect until terminated in accordance with this Agreement, or until it expires or is terminated in accordance with an applicable Order Form the " Term ".

Termination for Convenience. You may terminate this Agreement upon 30 days' written notice to Us at which time we will deregister You.

Unless otherwise provided in an applicable Order Form, We may terminate this Agreement or suspend your access to BrokerBase at any time for any reason, without notice to you.

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