Morningstar Data for Commodities Trial Request

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LIM Data Trial
Subscription and Use Agreement

ANY ACCESS TO, OR USE OF, THE LIM Data (“LIM Data”) BY ANY PERSON IS STRICTLY LIMITED TO THOSE INDIVIDUALS WHO MANIFEST THEIR ASSENT TO THE TERMS OF THIS SUBSCRIPTION AND USE AGREEMENT ("AGREEMENT") BY CLICKING THE "YES" ICON BELOW. BY CLICKING THE "YES" ICON BELOW, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND ITS TERMS AND AGREE TO BE BOUND BY THEM.  

BY CLICKING THE "YES" ICON BELOW, YOU FURTHER REPRESENT, WARRANT AND COVENANT THAT: (1) YOU ARE A LIM  LICENSEE IN GOOD STANDING AND ARE SPECIFICALLY IDENTIFIED AS AN AUTHORIZED USER ON THE BELOW-REFERENCED LICENSE AGREEMENT, CITRIX CLICK THU AGREEMENT, or LIM ADD-IN CLICK THRU AGREEMENT.; (2) YOU ARE A FINANCIAL/INVESTMENT PROFESSIONAL AND YOU HOLD YOURSELF OUT AS SUCH; (3) YOU WILL NOT HOLD OUT LIM (AS DEFINED AT SECTION 5) OR ANY OF ITS AFFILIATES, AS AN "INVESTMENT ADVISER," AS SUCH TERM IS DEFINED IN THE U.S. INVESTMENT ADVISERS ACT OF 1940 (“ADVISERS ACT”) OR ANY OTHER SIMILAR LAW OR REGULATION IN ANY JURISDICTION IN WHICH THE PRODUCT IS ACCESSED, USED OR DISTRIBUTED BY YOU; (4) YOU WILL LIMIT DISTRIBUTION OF THE PRODUCT (OR ANY PORTION THEREOF) AS PROVIDED HEREIN. 

YOU FURTHER REPRESENT, WARRANT AND COVENANT THAT, IF YOU PROVIDE TO ANY PERSON ANY PRODUCTS OR SERVICES I, or N CONNECTION WITH YOUR USE OF THE PRODUCT HEREUNDER THAT COULD REASONABLY BE CONSTRUED AS “INVESTMENT ADVICE” UNDER THE TERMS OF THE ADVISERS ACT OR ANY OTHER SIMILAR LAW OR REGULATION IN ANY JURISDICTION IN WHICH YOUR COMPANY IS SEATED OR IN WHICH YOU PROVIDE THE INVESTMENT ADVICE OR IN WHICH YOU ACCESS, USE OR DISTRIBUTE THE PRODUCT AND, IF YOU ARE NOT OTHERWISE EXEMPT FROM THE REGISTRATION REQUIREMENTS THEREIN, YOU WILL ACT AS THE “INVESTMENT ADVISER” TO THAT PERSON AND COMPLY WITH ALL APPLICABLE LAWS AND OBLIGATIONS RELATED TO THAT ROLE.

1. The Product Licensed. The term "Product" shall mean the following data sets offered by LIM -  Midwest ISO, New England ISO, New York ISO, ERCOT, PJM Interconnection, Ontario Electricity Market Operator, California ISO, Alberta Electric System Operator, Southwest Power Pool, NYMEX OTC (CLEARPORT)  as well as all updates, enhancements and modifications thereto, and all intellectual property contained therein. Without limiting the generality of the foregoing, the LIM DATA product shall include: (i) a database of data and analyses, and updates thereto, accessible via the LIM  applications by means of a subscription paid for by the below-defined Subscriber  (the "Database"); (ii) the format and organization of information entered by a user of the Product, and the integration of such information with the Database (the "User-Entered Information"); (iii) the HTML code, Java code, C++ code, C# code, ASP scripts, text, help screens, CGI scripts, other computer programs and associated documentation that provide a graphical user interface and system to store, process, retrieve and output information contained in either or both the Database and the User-Entered Information (the "Programs"); (iv) the format and organization of information output by the Product; and (v) Internet web page reports, spreadsheets, graphs, charts, tables, documents and other materials, whether in printed, electronic or any other form, that contain copies of all or part of the Database or User-Entered Information, together with any works derived from such materials ("Product Output").

2. Subscriber. The term "Subscriber" shall mean the person, whether an individual or entity, that is responsible for subscribing to, and paying for, your license to use the Product hereunder through a separate  LIM agreement.

3. Authorized User. The term "Authorized User" shall mean you, an individual for whom the Subscriber has paid the necessary licensing fees and whom the Subscriber permits to access or otherwise use the Product by providing that individual with a separate user name and password for access to the Product. For absence of doubt, the Authorized User must be the Subscriber (if an individual) or a partner, employee or agent of the Subscriber. 

4. User. The term "User" shall mean the Subscriber, any Authorized User and/or any other third party who accesses or uses the Product hereunder. 

5. LIM.  “LIM” shall mean Logical Information Machines, Inc., or the affiliate of Logical Information Machines, Inc., through which the Product is licensed to the Authorized User in any particular jurisdiction.  The terms, “we” or “us” shall be deemed to refer to “LIM” in all cases. 

6. Grant of License. Subject to the terms and conditions of this Agreement, LIM grants to the Authorized User the following limited nonexclusive, nontransferable rights and licenses.

6.1	Authorized User’s Use of Product.   Except as otherwise explicitly set forth in a signed agreement between LIM and Subscriber, the Authorized User (and no one else) may use the LIM Data only for the purpose of determining the suitability of the Product for future use, Client will have no rights to use or manipulate or distribute the Product, until a formal agreement governing their use can be put into place. Both parties agree that a formal agreement is necessary to license the Product, and such license is subject to Client’s determination that the Product is suitable for the desired use.  

6.4 CUSIP, SEDOL, Index Data.  CUSIP identifiers, SEDOL identifiers and Index data are provided in the Product for use within the Product only.  For further use of CUSIP Authorized User (or Subscriber) is responsible for obtaining the relevant license from Standard &amp; Poors, Inc.  For further use of SEDOL, Authorized User understands and agrees that Authorized User (or Subscriber on behalf of Authorized User) is responsible for obtaining the relevant license from London Stock Exchange, plc. For further use of Index data, Authorized User/Subscriber may be required to have separate license agreements with each Index provider directly.

6.5  Hedge Fund Data.  In the event User accesses any hedge fund data through the Product, User represents and warrants that: (i) User is an “Accredited Investor” as such term is defined by Rule 501(a) of the U.S. Securities Act of 1933, as amended, or is effecting such access on behalf of an Accredited Investor; or (ii) the qualification requirements of Rule 501(a) do not apply to User or its activities; or (iii) User is accessing the data for background/research purposes only and not for the purpose of making or recommending any investment in any hedge fund.   To the extent that U.S. securities laws apply to User and its activities hereunder, User will not invest in any hedge funds accessed through the Product (other than funds in which User, his/her firm or their respective affiliates are already invested, have already been solicited for, or are already actively considering investing) for a period of thirty (30) days from the date on which User is first granted access to such hedge fund data through the Product.  

7. Payment. In exchange for the rights granted hereunder, Subscriber has agreed to pay LIM the subscription fees in the amount specified in the Subscription Form or LIM Agreement. Full payment is due within thirty (30) days of the invoice date.  If full payment is not forthcoming when due, LIM reserves the right to immediately terminate this Agreement and all of Authorized User’s rights hereunder. 

8. Term. The initial term of this Agreement shall be consistent with the term detailed on the Subscription Form or LIM Agreement. This Agreement will expire upon end of the initial term. If, for any reason the Subscription Form or LIM Agreement is terminated, then this Agreement will also automatically terminate.  In the event that the Subscription Form or LIM Agreement contains any additional restrictions with respect to the Product (whether geographical restrictions on use or otherwise), those restrictions shall be incorporated by reference into this Agreement.  It is the responsibility of Authorized User to verify with Subscriber any additional restrictions that may apply to Authorized User’s use of the Product hereunder.

9. Ownership. User acknowledges and agrees that: (i) the Product, including, without limitation, any modifications, enhancements and updates, and any originals and copies thereof, in whole or in part, and all intellectual property rights therein (collectively, "Proprietary Information"), is owned by LIM and/or its third party content providers ("Content Providers"), as applicable; (ii) the Proprietary Information shall be treated as copyrighted and proprietary material of LIM and is protected by United States and international copyright law and international treaty provisions; (iii) the Proprietary Information is licensed, rather than sold, to User pursuant to this Agreement; and (iv) User has no rights in the Proprietary Information, other than the rights and licenses granted to it pursuant to this Agreement. LIM may disclose additional information to Authorized User in the form of upgrades, documentation or other support during the Subscription Term.  User agrees that such information shall also be deemed Proprietary Information.

10. Trademarks. User acknowledges that LIM,  has acquired, and is the owner of, trademark rights in the names and word marks ”LOGICAL INFORMATION MACHINES,” and “LIM ADD-IN” .  User acknowledges that these names and marks are famous and internationally known. User shall not, at any time or for any reason, challenge the validity of, or LIM ’s ownership of, the foregoing names and marks, and User waives any rights User may have at any time to do so. “MicroSoft” and  “Excel” are the property of the MicroSoft Corporation.  All other marks are the property of their respective owners.

11. Restrictions on Use. No User may: (i) use, copy, modify, merge, install, transfer or distribute the Product or Product Output, except as expressly provided in this Agreement; (ii) reverse-engineer, decompile, translate, disassemble or separate the components of the Product (including without limitation viewing or otherwise obtaining HTML source code), except as expressly permitted by law ; (iii) sublicense, rent, sell or lease the Product or any part thereof; (iv) use any program, procedure, device or method other than the Programs and a web browser to access, use, reproduce or process the Database, Product Output or User-Entered Information or any part thereof, without LIM’s express prior written authorization; (v) use the Product or any part thereof for third-party training, commercial time-sharing or service bureau use; or (vi) use the Product or any part thereof in or in conjunction with any risk management system or other internal databases. Notwithstanding anything to the contrary in this Agreement, no User shall (i) distribute any Product Output as part of a general distribution or for advertising or promotional purposes, (ii) encourage or facilitate any other User’s breach of the terms of its Subscription and Use Agreement; (iii) permit use of the Product by a person other than an Authorized User; (iv) use the same password and user name combination as any other Authorized User; (v) export the Product to any country where export is prohibited by the United States, or any other export laws; (v) attempt to defeat, modify or work around any security devices protecting the Product. 

12. Warranty and Disclaimer of Warranty. LIM warrants that it will make commercially reasonable efforts (or its equivalent under applicable law) to ensure that the Product is free of viruses and damaging or disabling code, errors or other defects. LIM will also make commercially reasonable efforts to correct any correctable errors or defects in the Product within a reasonable amount of time.

THE PRODUCT IS PROVIDED "AS IS" WITH ALL FAULTS AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH USER. AUTHORIZED USER ACKNOWLEDGES FOR ITSELF AND ALL USERS THAT MAY ACCESS THE PRODUCT THROUGH IT THAT, BECAUSE OF THE NATURE OF SOFTWARE AND THE INTERNET, THE PRODUCT MAY NOT BE ACCESSIBLE WHEN NEEDED, AND THAT INFORMATION TRANSMITTED OVER THE INTERNET (INCLUDING, BUT NOT LIMITED TO, DATA UPDATES, THE PRODUCT OUTPUT AND THE USER-ENTERED INFORMATION) MAY BE SUBJECT TO THIRD PARTY INTERCEPTION AND MODIFICATION. EXCEPT AS SPECIFICALLY SET FORTH HEREIN, LIM DISCLAIMS ALL WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF INFORMATIONAL CONTENT, AND ABSENCE OF VIRUSES AND DAMAGING OR DISABLING CODE. NEITHER LIM NOR ITS CONTENT PROVIDERS WARRANT THE ACCURACY, CORRECTNESS, COMPLETENESS, OR TIMELINESS OF THE PRODUCT. EXCEPT TO THE EXTENT OTHERWISE SPECIFICALLY PROHIBITED BY APPLICABLE LAW, NEITHER LIM NOR ITS AFFILIATES (COLLECTIVELY, “LIM PARTIES”) NOR THEIR CONTENT PROVIDERS SHALL BE RESPONSIBLE FOR INVESTMENT DECISIONS, DAMAGES, OR OTHER LOSSES RESULTING FROM USE OF THE PRODUCT OR THE INFORMATION CONTAINED THEREIN. PAST PERFORMANCE DOES NOT GUARANTEE FUTURE RESULTS. LIM SHALL NOT BE CONSIDERED AN "EXPERT" UNDER THE U.S. SECURITIES ACT OF 1933 OR ANY OTHER SIMILAR LAW OR REGULATION IN ANY JURISDICTION IN WHICH THE PRODUCT IS ACCESSED, USED OR DISTRIBUTED. ANY INFORMATION PROVIDED SHOULD NOT BE CONSTRUED AS A SOLICITATION, ENDORSEMENT OR RECOMMENDATION TO BUY OR SELL A SECURITY. THE INFORMATION CONTAINED IN THE PRODUCT SHOULD NOT BE CONSTRUED AS INVESTMENT ADVICE OR ANY OTHER TYPE OF ADVICE. IT IS FOR INFORMATION AND EDUCATION PURPOSES ONLY. LIM DOES NOT WARRANT THAT THIS PRODUCT COMPLIES WITH THE SECURITIES LAWS OF ANY JURISDICTION OR WITH THE REQUIREMENTS OF THE NASD OR OTHER SIMILAR REGULATORY BODY IN ANY JURISDICTION IN WHICH THE PRODUCT IS USED. 

12.1	AUTHORIZED USER:  AUTHORIZED USER REPRESENTS, WARRANTS AND COVENANTS THAT HE OR SHE IS COMPLETELY AND UNCONDITIONALLY AUTHORIZED BY SUBSCRIBER TO ENTER INTO THIS AGREEMENT, THAT HE OR SHE IS BOUND BY ALL OF ITS TERMS, THAT HE OR SHE IS AUTHORIZED TO ACKNOWLEDGE AND AGREE TO ITS TERMS ON BEHALF OF ANY USER ACCESSING OR USING THE PRODUCT THROUGH HIM OR HER AND THAT HE OR SHE IS RESPONSIBLE FOR THE USE OF THE PRODUCT BY ANY OTHER USER WHO ACCESSES OR USES IT THROUGH OR ON BEHALF OF THAT AUTHORIZED USER.

13. Limitation of Liability. Each User is solely responsible for (i) its use of the Product, and (ii) any damages to itself, Subscriber, any Authorized User, and/or any other third parties arising from its use of the Product. Except as otherwise specifically prohibited by applicable law, the LIM Parties and their content providers will not be liable for: (i) loss of, or damage to, records or information of Subscriber, any Authorized User, or any other User; or (ii) any damages suffered or claimed by Authorized User, any User, Subscriber, or any third party based on any third party claim related to use of the Product.

EXCEPT AS SPECIFICALLY PROHIBITED BY APPLICABLE LAW OR OTHERWISE EXPLICITLY PROVIDED HEREIN, NEITHER PARTY’S AGGREGATE LIABILITY FOR ANY DIRECT DAMAGES ARISING UNDER OR IN ANY WAY RELATING TO THIS AGREEMENT, THE PRODUCT OR ANY OTHER LIM SERVICES PROVIDED HEREUNDER WHETHER ARISING IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY SHALL EXCEED TWENTY FIVE THOUSAND U.S. DOLLARS ($25,000).  THE AFOREMENTIONED LIMITATION OF LIABILITY WILL NOT APPLY TO CLAIMS ASSOCIATED WITH  ANY USER’S MISUSE (INCLUDING, BUT NOT LIMITED TO, ANY MATERIAL VIOLATIONS OF USE RESTRICTIONS) OF THE PRODUCT OR THEFT OF LIM’S INTELLECTUAL PROPERTY OR DATA.  NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT AS OTHERWISE SPECIFICALLY REQUIRED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE FOR ANY: 

•	PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR OTHER, SIMILAR FORMS OF CONSEQUENTIAL DAMAGES: OR

•	LOSS OF PROFITS; OR

•	LOSS OF BUSINESS; OR

•	LOSS OF REVENUE; OR

•	LOSS OF GOODWILL OR ANTICIPATED SAVINGS; OR

•	LOSS OF DATA

•	NEITHER PARTY EXCLUDES LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY THAT PARTY’S NEGLIGENCE OR FOR FRAUDULENT MISREPRESENTATION.  NO PARTY AFFILIATED WITH LIM SHALL HAVE ANY LIABILITY TO ANY SUBSCRIBER, AUTHORIZED USER, USER, OR ANY OTHER THIRD PARTY UNDER THIS AGREEMENT.  


14. Termination. Each party will have thirty (30) days from the date of receiving written notice of breach to cure it; provided, however, that Authorized User understands and agrees that  that LIM may terminate this Agreement on the timeframes set out in Section 7 for Subscriber’s failure to make timely payment of any Product-related licensing or subscription fees.  If a breach is not cured within the applicable cure period, the non-breaching party may terminate this Agreement on written notice to the other.  In addition to the above but notwithstanding any provision in this Agreement to the contrary, LIM may immediately terminate this Agreement in the event of the Subscriber or the Authorized User or any User accessing the Product through Subscriber or any Authorized User breaches with respect to the ownership, use, copying, distribution, confidentiality of the Product or other LIM intellectual property, including but not limited to (i) Subscriber or Authorized User permitting use of the Product by a person other than an Authorized User; (ii) Subscriber or Authorized User using, copying or distributing Product Output other than as expressly authorized by this Agreement; or (iii) more than one Authorized User using the same password and user name combination.

15. Effect of Termination. Upon expiration or termination of this Agreement for any reason, all of Authorized User’s rights in and to the Product, as well as the rights of Subscriber and all Users accessing the Product through Authorized User, shall terminate. Expiration or termination shall not affect Subscriber’s obligation to pay all fees and royalties due prior to that event, and expiration/termination shall not relieve Authorized User or any other User of any liability for breach of this Agreement. In the event this Agreement expires or terminates for any reason, Authorized User will immediately cease to use the Product, and use commercially reasonable efforts to ensure that Subscriber and all Users cease any further use.  In addition, Authorized User will destroy all copies of the Product (in any form or media) within his/her possession, custody or control and make commercially reasonable efforts to ensure that Subscriber and all Users destroy all copies of the Product. Notwithstanding the foregoing, in the event this Agreement ends for reasons other than a material breach, Subscriber and Authorized User shall not be required to destroy any materials containing all or part of the Product for the three (3) month period following that expiration or termination. Additionally, Subscriber and Authorized Users will be entitled to retain, solely for archival purposes and not for any commercial use, paper or read-only electronic copies of all materials containing the Product. The terms of Sections  8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 23, and 25 shall survive expiration or termination of this Agreement. 

16. Confidentiality. Except as expressly provided in this Agreement, Authorized User shall keep secret and confidential and shall not disclose, provide or otherwise make available to any person the Proprietary Information and shall cause each User accessing or using the Proprietary Information through, or on behalf of that Authorized User to do the same. Authorized User (i) shall use his or her best efforts, and shall employ reasonable security measures, to prevent any unauthorized disclosure of the Proprietary Information and (ii) shall immediately advise LIM of any information Authorized User has or receives of any actual or potential unauthorized disclosure or access. Authorized User acknowledges that the Product is only being disclosed to Authorized User based on a confidential relationship established under this Agreement. Authorized User further acknowledges that such information is to be used only as expressly permitted hereunder, and that the restrictions of this Agreement are necessary to protect the secrecy of the information and to protect against the occurrence of irreparable injury or harm to LIM. 

LIM acknowledges that in the course of performing its obligations under this Agreement, LIM may become privy to information which Subscriber considers confidential and proprietary to its business, including, but not limited to, information concerning internal controls, computer or data processing programs, business or financial affairs or methods of operations, accounts, transactions, proposed transactions, security procedures, trade secrets, know-how or inventions of Subscriber or Authorized User (Subscriber Confidential Information); provided, however, that Subscriber Confidential Information shall not include any information that is (i) already in the public domain at the time of disclosure; (ii) communicated to LIM by a third party not subject to any confidentiality obligations with respect to the Subscriber Confidentiality Information; (iii) derived independently by LIM; (iv) excepted from this provision by the written permission of an authorized representative of Subscriber; or (v) required to be disclosed pursuant to a valid subpoena or other order of a court or government agency of competent jurisdiction. LIM will use commercially reasonable measures, but in no event measures that are any less protective than those LIM uses to protect its own confidential and proprietary information, to ensure that the Subscriber Confidential Information is not disclosed to any third party.

17. Compliance with Regulations. Subscriber and/or its Users are solely responsible for obtaining appropriate regulatory approval of any Product Output to the extent necessary.  User understands and agrees that (i) certain personally-identifiable information of User or Clients may be transferred to the United States to be processed by LIM for the purpose of fulfilling its obligations hereunder and (ii) in providing such personally-identifiable information to LIM, User consents to such transfer and agrees that it is solely responsible for complying with any rules or regulations applicable to such transfers. 
18. No Investment Advice. The User acknowledges that: (i) LIM does not provide investment advice and that nothing within the Product constitutes investment advice (as defined in the applicable jurisdiction) and that the User shall not treat any of the Product’s content as such; (ii) LIM does not recommend any financial product through the Product; (iii) LIM does not recommend that any financial product should be bought, sold or held; (iv) nothing within Product should be construed as an offer, or the solicitation of an offer, to buy or sell securities by LIM; (v) nothing within the Product is intended to be or to be treated as an inducement or invitation to engage in any kind of investment activity.

19. Inadequacy of Legal Remedy. User acknowledges that LIM’s legal remedies (including the payment of damages) may not be sufficient in the event of any breach by the other party of any provisions of this Agreement including, but not limited to the ownership, use, copying, distribution, confidentiality or nondisclosure of the Product, Product Output or other proprietary information, and that LIM may suffer continuing and irreparable injury to its business as a direct result of such breach. Therefore, in the event of any such breach, LIM may seek any injunctive relief necessary to prevent or cure such breach (including temporary and preliminary relief, and relief by order of specific performance), without the need to post bond.

20. Place for all Disputes. All disputes arising out of this Agreement or the performance thereof shall be determined exclusively under the laws of: 1) the State of Illinois, United States of America, without regard to its conflict-of-law provisions, if the Product is used or licensed within the territories of the United States, Canada, or any other country in the Western Hemisphere; and 2) England, in all other jurisdictions in which the Product is licensed or used. In the event of any legal proceedings arising out of this Agreement or the performance thereof, Authorized User agrees and consents to the exercise of personal jurisdiction over User: 1) by any state or federal court of law or equity located in Cook County, Illinois, U.S.A. if the Product is used or licensed within the territories of the United States, Canada or any other country in the Western Hemisphere; and 2)  exclusively by and through the English courts, if the Product is used or licensed in any jurisdiction other than those cited above.  User shall not initiate any legal proceeding arising out of this Agreement or the performance thereof except in the applicable jurisdiction set forth above.  

Alternatively, at LIM’s sole option, disputes between you and us arising out of this Agreement or the performance thereof, including all claims for non-performance by us, shall be finally settled by arbitration in Chicago, Illinois, U.S.A. under the Rules of the American Arbitration Association, which rules with respect to matters not regulated by them shall incorporate the UNCITRAL arbitration rules. Such arbitration shall be conducted by one or more arbitrators appointed in accordance with such rules applying this Agreement and consistent provisions of the internal laws (except conflict of law rules) of the State of Illinois, U.S.A.  

This Agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

21. Entire Agreement; Variation. This Agreement sets forth the entire agreement between the parties with respect to the subject matter hereof. Except as expressly provided herein, no amendment of, or modification to, this Agreement shall be effective unless in writing and signed by a duly authorized representative of each of the parties hereto; provided, however, that LIM reserves the right to alter the Product or the address at which it may be accessed. No LIM reseller, agent or employee is authorized to make any amendment to, or modification of, this Agreement. The parties agree that the terms of this Agreement may be modified by separate agreement between the parties and that in the event of conflict between this Agreement and any separate agreement, the terms of the separate agreement will control.

22. Assignment. This Agreement shall not be assigned by either party without the prior written consent of the other party, which will not be unreasonably withheld or delayed.

23. Third Party Beneficiaries. There are no intended third party beneficiaries of this Agreement and the Contracts (Rights of Third Parties) Act of 1999 does not apply to this Agreement. 

24. Severability. If any provisions of this Agreement shall be held to be invalid, illegal or unenforceable, such provisions shall be modified, or if not possible, severed, to reflect the fullest valid, legal and enforceable expression of the intent of the parties and the remainder of this Agreement shall not be affected thereby. 

25. Language. In the event of any inconsistency between the English language version of this Agreement and any local language version, the English language version shall control.
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