STATS Sports Database - NFL year-to-date statistics

END-USER LICENSE AGREEMENT

IMPORTANT! PLEASE READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY BEFORE CONTINUING WITH YOUR LICENSE OF CONTENT OFFERED BY STATS LLC VIA MICROSOFT'S WINDOWS AZURE MARKETPLACE DATAMARKET SERVICE:

STATS LLC's End-User License Agreement ("EULA") is a legal agreement between You (either an individual or a single entity, and if a corporation, "You" shall include your employees, agents and contractors) and STATS LLC for the STATS LLC content (the "Licensed Content") which you have selected via Microsoft's Windows Azure Marketplace DataMarket service ("Windows Azure Marketplace DataMarket"). By downloading or otherwise using or accessing the Licensed Content, You agree to be bound by the terms of this EULA and to utilize the Licensed Content only in accordance with this EULA. This EULA represents the entire agreement concerning the Licensed Content between You and STATS LLC, and it supersedes any prior proposal, representation, or understanding between the parties.

The Licensed Content is proprietary to STATS, and subject to intellectual property laws and other legal protections. The Licensed Content is being licensed to You, not sold, for the duration of the subscription which has been selected within Windows Azure Marketplace DataMarket (the "Term").

1. GRANT OF LICENSE.

The Licensed Content is licensed to You solely for Your own personal use, and may not be sublicensed, redistributed, syndicated or used for any commercial purposes, or otherwise made available to any third parties. You further agree that You shall comply with all applicable laws in connection with Your use of the Licensed Content.

2. LIMITATIONS.

(a) The license granted by STATS LLC to You in Section 1, above, and shall be strictly limited to the terms of such grant, and no additional rights or licenses shall be construed or implied thereby. You shall not reproduce, use, distribute or display the Licensed Content in any manner that may allow for the Licensed Content to be downloaded, copied or retransmitted. In addition, the Licensed Content shall not be used in conjunction with any material or service which is obscene, pornographic, defamatory, or otherwise illegal. You shall not translate, edit, modify, prepare derivative works of, or otherwise alter the Licensed Content, and You shall not build archival files using the Licensed Content.

(b) Any use of the Licensed Content which is contrary to the terms of this EULA shall be considered an "Unauthorized Use." You agree to adopt safeguards intended to prevent the Unauthorized Use of the Licensed Materials. In the event that You become aware that any third party is improperly using the Licensed Content, You shall immediately notify STATS LLC of the facts of which You are aware in connection with such Unauthorized Use, and You shall cooperate with STATS LLC, at Your own expense, to eliminate such Unauthorized Use as expeditiously as possible.

3. TERMINATION

Without prejudice to any other rights, STATS LLC may terminate this EULA and your right to continued access to, and usage of, the Licensed Content if You fail to comply with any of the terms and conditions of this EULA. In such event, and/or upon the expiration of the Term, You must destroy all copies of the Licensed Content in your possession.

4. COPYRIGHT

All title and intellectual property rights, including but not limited to copyrights, in and to the Licensed Content are owned by STATS LLC. You acknowledge that no title to the Licensed Content is transferred to You. All rights not expressly granted are reserved by STATS LLC.

5. NO WARRANTIES

STATS LLC expressly disclaims any warranties with respect to the Licensed Content. The Licensed Content is provided 'As Is' without any express or implied warranty of any kind, including but not limited to any warranties of merchantability or fitness for a particular purpose. STATS LLC does not warrant or assume responsibility for the accuracy or completeness of the Licensed Content, the accessibility of the Licensed Content within Windows Azure Marketplace DataMarket, or the frequency/timeliness of the Licensed Content as accessed via Windows Azure Marketplace DataMarket. STATS LLC does not warrant or assume any responsibility for the functionality or availability of Windows Azure Marketplace DataMarket.

6. LIMITATION OF LIABILITY

(a) In no event shall STATS LLC be liable for any direct, indirect, special, incidental or consequential damages (including, without limitation, lost profits, business interruption, or lost information), or other damages based in contract, tort or otherwise, arising out of the use of, or inability to use, the Licensed Content, or any element thereof, even if STATS LLC has been advised of the possibility of such damages. STATS LLC shall have no liability whatsoever with respect to Your use of Windows Azure Marketplace DataMarket or with respect to functionality, availability, or any other aspect of Windows Azure Marketplace DataMarket.

(b) In no event shall STATS LLC be liable for any failure or unavailability of the Licensed Content due to any act of God, fire, natural disaster, accident, act of government, shortage of materials or supplies, act of terror, act of third parties, or any other case beyond the reasonable control of STATS.

7. INDEMNIFICATION BY YOU

If You use or distribute the Licensed Content in violation of this EULA, You agree to indemnify, hold harmless and defend STATS LLC from and against any and all claims, liability, loss, damage, cost and expense (including reasonable attorneys' fees and litigation costs), arising out of or relating to such unauthorized use or distribution of the Licensed Content.

8. DISPUTES

This EULA shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of laws principles. You irrevocably agree that all actions or proceedings in any way, manner, or respect, arising out of or from or related to this Agreement shall be litigated only in courts having situs within Cook County, Illinois. You hereby consent and submit to the exclusive jurisdiction of any local, state or federal court located within Cook County, Illinois and waive any right You may have to transfer the venue of any such litigation. You hereby waive any right to trial by jury on any action arising out of, or in connection with, this EULA, and agree that the prevailing party or parties in any such litigation shall be entitled to recover from the other party all costs and expenses, including without limitation reasonable attorneys' and paralegals' fees incurred by such party in connection with such litigation.

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