BMOC Terms & Conditions 

 

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Required End User Terms 

Each End User’s agreement with Reseller must include terms that provide, at a minimum, that:
  1. Limited License. End User is granted a limited, non-exclusive, non-transferable, perpetual license to access, download, retain, and use BMOC Data lawfully made available through the Integrated Products during the End User's subscription with Reseller. Such license is limited to the End User's internal business purposes and remains subject to the restrictions set forth in this Exhibit B.

  2. Ownership. The BMOC Data is proprietary to BMOC. BMOC retains all right, title, and interest in and to the BMOC Data and all intellectual property rights therein. Except for the limited license granted in subsection (i), End User acquires no ownership or other rights in the BMOC Data.

  3. No Redistribution. End User may not sell, sublicense, redistribute, disclose, publish, or otherwise make the BMOC Data available to any third party except as expressly permitted through the Integrated Products.

  4. No Competing Use; AI Restrictions. End User may not use the BMOC Data to create, train, test, validate, improve, or commercialize any competing database, dataset, software product, or artificial intelligence or machine learning model. End User may not scrape, harvest, bulk download, or otherwise extract the BMOC Data except through the ordinary functionality of the Integrated Products.

  5. Confidentiality and Security. End User shall use reasonable measures to protect the confidentiality and security of the Data and prevent unauthorized access, use, or disclosure thereof. End User acknowledges that the Data constitutes confidential and proprietary information of BMOC and may include trade secrets.

  6. Government Records Requests. To the extent permitted by applicable law, End User shall treat the BMOC Data as proprietary and confidential information of BMOC, shall preserve any available exemption from public disclosure, and shall provide prompt notice of any public records, freedom of information, subpoena, or similar request seeking disclosure of the BMOC Data so that BMOC may seek appropriate protection.

  7. Post-Termination Rights. The license granted to the End User to the BMOC Data by the Reseller as set forth in this Exhibit B shall survive the expiration or termination of the End User's agreement with Reseller and/or the expiration or termination of the Reseller Agreement between BMOC and Reseller. Such surviving license remains subject to the restrictions set forth in this Exhibit B and the applicable agreement between Reseller and the End User. Notwithstanding the foregoing, End User shall have no right following such expiration or termination to receive any additional BMOC Data, updates, corrections, replacements, supplements, or other services from BMOC unless otherwise authorized by BMOC in writing.

  8. Third-Party Beneficiary. BMOC shall be an intended third-party beneficiary solely with respect to the provisions protecting BMOC's ownership of the BMOC Data, confidentiality obligations, restrictions on unauthorized use or disclosure of the BMOC Data, and the limitations on the End User's rights to the BMOC Data.

In the event that BMOC performs Services for an End User, the End User Agreement as to the Services must also contain the following provision:
  1. Client Data. End User grants BMOC a non-exclusive, worldwide, royalty-free right to access, use, reproduce, modify, analyze, and create derivative works from Client Data solely to provide, maintain, support, and improve the BMOC Data and BMOC's products and services, including to incorporate into the BMOC Data insights, learnings, enhancements, and improvements derived from Client Data; provided that BMOC will not incorporate Client Data in a manner that identifies End User or discloses End User's Confidential Information. BMOC may disclose Client Data to its affiliates, contractors, and service providers as reasonably necessary for the foregoing purposes, provided that they are bound by confidentiality obligations. BMOC may only use and disclose Client Data in aggregated or de-identified form for any lawful business purpose. BMOC will protect Client Data using reasonable administrative, physical, and technical safeguards and will treat Client Data as End User's Confidential Information.