include any such submitted information as Metadata in GET DIGITAL DATA’s databases and to make such information available to third parties who may access GET DIGITAL DATA’s databases. END USER agrees to indemnify and hold harmless GET DIGITAL DATA from any and all claims, losses, liabilities, damages or expenses (including reasonable attorney fees) associated with claims, lawsuits and/or demands which are due to GET DIGITAL DATA’s use of information submitted by END USER.
E.Content and Accuracy. While GET DIGITAL DATA makes reasonable efforts to provide accurate information, END USER acknowledges and agrees that GET DIGITAL DATA is not responsible for examining or evaluating the content or accuracy of any third party materials or information contained in the Metadata. GET DIGITAL DATA does not warrant or endorse and does not assume and will not have any liability or responsibility for any
F.Changes to Databases. GET DIGITAL DATA reserves the right to make changes to the Metadata and its databases at any time and without notice. GET DIGITAL DATA reserves the right to interrupt access to the databases and the Metadata as necessary to perform maintenance, error correction, or other changes. GET DIGITAL DATA may, at its sole discretion and without prior notice, block future access to the Metadata if END USER violates this Agreement.
G.END USER represents and agrees that END USER does not gain any ownership of the Metadata or the database under this Agreement. END USER acknowledges that the GET DIGITAL DATA’s databases are the sole property of GET DIGITAL DATA and/or its suppliers. END USER shall not have any right, title, or interest to any such databases or the Metadata except as provided in this Agreement.
H.Proprietary Notices. END USER agrees to respect and not to remove, obliterate, or cancel from view any copyright, trademark, patent, confidentiality or other proprietary notice, mark, or legend appearing on any of the databases or Metadata generated by the databases and Metadata. END USER further agrees END USER shall obtain no rights in any of GET DIGITAL DATA’S trademarks, copyrighted material or other intellectual property, which shall remain the sole property of GET DIGITAL DATA, and all goodwill acquired through use of the trademarks shall inure to GET DIGITAL DATA.
6. CONFIDENTIALITY
A.Acknowledgement. END USER hereby acknowledges and agrees that the Metadata constitutes and contains valuable proprietary products and trade secrets of GET DIGITAL DATA and/or its suppliers, embodying substantial creative efforts and confidential information, ideas, and expressions. Accordingly, END USER agrees to treat (and take precautions to ensure that its employees treat) the Metadata as confidential information in accordance with the confidentiality requirements and conditions set forth below.
B.Maintenance of Confidential Information. END USER agrees to keep confidential all confidential information disclosed to it by GET DIGITAL DATA in accordance herewith at all times exercising at least a reasonable degree of care in the protection of confidential information; provided, however, that END USER shall not have any such obligation with respect to use of disclosure to others not parties to this Agreement of such confidential information as can be established to: (1) have been known publicly; (2) have been known generally in the industry before communication by the disclosing party to the recipient; (3) have become know publicly, without fault on the part of the recipient, subsequent to disclosure by the disclosing party; (4) have been known otherwise by the recipient before communication by the disclosing party; or (5) have been received by the recipient without any obligation of confidentiality from a source (other than the disclosing party) lawfully having possession of such information.
C.Injunctive Relief. END USER acknowledges that the unauthorized use, transfer or disclosure of the Metadata or copies thereof will: (1) substantially diminish the value to GET DIGITAL DATA of the trade secrets and other proprietary interests that are the subject of this Agreement; (2) render GET DIGITAL DATA's remedy at law for such unauthorized use, disclosure or transfer inadequate; and (3) cause irreparable injury in a short period of time. If END USER breaches any of its obligations with respect to the use or confidentiality of the Metadata, GET DIGITAL DATA shall be entitled to equitable relief to protect its interests therein, including, but not limited to, preliminary and permanent injunctive relief.
D.Survival. END USER's obligations under this Section will survive the termination of this Agreement or of any license granted under this Agreement for whatever reason.
12