Please read these Terms and Conditions (“Terms”) carefully as they create a legally binding agreement between you and America’s Top Lists, LLC (“ATL”). These Terms govern your use of the data provided and licensed by ATL. (“licensed data”). By using “licensed data,” you automatically agree to these Terms. ATL grants you a limited, non-exclusive, non-transferable, non-sublicensable license to use the licensed data for your own internal purposes during the term of this agreement.
When you agree to these Terms, the agreement between you and ATL begins. Absent any breach of these Terms, your license to use the licensed data will last for as long as you have the licensed data from ATL.
ATL owns all rights, title, interest, and proprietary rights in the licensed data, including, but not limited to, patents, trademarks, service marks, copyrights, trade secrets, and other intellectual property rights. All licenses granted to you by ATL are expressly conditioned upon your compliance with these Terms. All rights not expressly granted hereunder are reserved to ATL. Any use of the licensed data not expressly authorized in this agreement is strictly prohibited.
You represent and warrant that you either own or have the authority, license, or permission to use all material, content, data, and information that you provide to ATL in the course of using ATL’s services and licensed data. You will retain ownership of the material, content, data, and information that you provide to ATL.
In addition to all other legal rights and remedies available to ATL for any apparent, threatened, or actual breach or violation of these Terms by you, ATL has the right to terminate your license and demand immediate return or destruction of any licensed data accessed or received from ATL at any time if ATL believes you are not complying in full with these Terms. You shall be responsible for any and all damages arising from your use of licensed data and/or your breach or violation of these Terms, including, but not limited to damages incurred by ATL.
The licensed data is provided on an “as-is” basis and ATL hereby disclaims all other representations and warranties to you, express or implied, including, without limitation, any warranties of merchantability, suitability, quality, fitness for a particular purpose, non-infringement, or results to be derived from the use of the licensed data. Without limiting the generality of the immediately preceding sentence, neither ATL nor any of its third-party suppliers or service providers make any representations or warranties regarding the accuracy, comprehensiveness, or completeness of the licensed data nor that they will be uninterrupted.
In no event will ATL be liable to you for any indirect, incidental, special, exemplary, consequential or punitive damages or “costs of cover” arising out of or relating to these terms or the licensed data, including, without limitation, any damages arising out of any mistakes, omissions, interruptions, delays, errors, defects, loss of data, loss of profits, loss of business, or anticipatory profits, regardless of whether the possibility of such damages was made known or was foreseeable. This limitation of liability includes, but is not limited to, the transmission of any viruses which may infect your equipment, unauthorized access, theft, strikes, or any force majeure. Your sole remedy is to discontinue use of the licensed data.
You agree to indemnify, defend, and hold harmless ATL, its owners, directors, officers, employees, independent contractors, and agents against any claim, demand, loss, liability, damage, injury cost, or expense (including attorneys’ fees and legal costs) which arises, directly or indirectly, out of your violation of these Terms or your use of the licensed data.
Your violation of these Terms may cause irreparable harm to ATL. We have the right to seek injunctive relief or other equitable relief if you violate these Terms.
You may not assign your rights or obligations under these Terms to any other person or entity without the prior written consent of ATL, whether by operation of law or otherwise, and any attempt to do so shall be void.
All matters relating to these Terms and the data shall be governed by and construed under the laws of the State of Colorado, without regard for the principles of conflicts of law of that State or any other state. You consent and submit to the exclusive jurisdiction of the state and federal courts located in El Paso County, Colorado. You agree to submit to the exclusive jurisdiction of those courts and waive any objections to the venue of any such proceeding in those courts.
ATL reserves the right to make changes to the Terms at any time, with or without notice to you. The new Terms will take effect immediately upon posting and apply to your continued use of the licensed data.
These Terms and any additional agreements contain the entire understanding between you and ATL and supersede any prior understandings or agreements, oral or written, relating to the subject matter of these Terms. These Terms may only be amended by a document signed by you and ATL. No waiver of any breach of these Terms shall be deemed a waiver of a future breach, whether of a similar or different nature, and no waiver shall be effective unless in writing signed by the waiving party.