Last Updated: November 19, 2018
You acknowledge that you have read this Agreement, you understand its terms and conditions, and represent that you have full authority and competence to enter into same. If you do not agree to this Agreement, you may not access or otherwise use the Site or the information available in connection therewith.
Simon maintains and stores for our tenants use, a set of tax documents and related information (the “Database”). Simon is willing to grant You a license to access and use the Database on the terms and conditions set forth in this Agreement. In consideration of the mutual promises and covenants contained in this Agreement and the satisfactory performance of all conditions stated herein, You and Simon agree as follows:
1. Grant of License
Simon grants You a nontransferable, nonexclusive, terminable license to access and use the Database, subject to the terms and conditions set forth in this Agreement, for the sole purpose of (i) viewing and inspecting the selected data and records within the Database that are under the control and custody of the Simon and (ii) reviewing such data and records in order for You to confirm the validity of certain billings received from Simon for one or more properties in which You occupy space pursuant to a lease or other occupancy agreement between You and Simon (collectively, the “Purpose”).
2.?Scope of Rights
You may view and inspect the selected data and records of the Database for the Purpose only. You shall not use the Database or any of its information, elements, related facilities or capabilities, in any other fashion whatsoever. Without limiting the generality of the foregoing, You shall not use the Database or any of its information, elements or related facilities or capabilities to solicit the performance of any activity or otherwise engage in activity that is prohibited by or would violate any applicable law, rule, regulation, agreement or legal obligation, nor to solicit or encourage others to perform any activity that is prohibited by or would violate any applicable law, rule, regulation, agreement or legal obligation. You shall not transmit, transfer, disclose or otherwise provide information accessed through the Database or any of its elements, related facilities or capabilities, in any form or fashion whatsoever, to any other person or entity. You agree to comply with all laws, rules, and regulations applicable to Your use of the Site and Database and as may be applicable to this Agreement.
3. Term of Agreement and Binding Effect
This Agreement shall inure to the benefit of, and be binding upon, the successors, assigns and legal and personal representatives of the parties, unless earlier terminated pursuant to the provision in the following section.
This Access Agreement may be terminated by either Simon or by the You, at any time, for any reason whatsoever, or for no reason, without notice.
Simon and You each acknowledges that data entry, electronic communications and digital storage are subject to human and machine errors, omissions, delays, down time, and losses, including inadvertent loss of data or damage to media, which may give rise to loss or damage or which may prevent access to the Database. Neither party undertakes or accepts any liability whatsoever to the other for any errors, omissions, delays, interruptions, or losses related to or arising from Your use of or access to the Database, or the inability to use or access the Database, unless caused by that party’s willful misconduct.
You shall neither make nor attempt to make any data entry changes or modification to any record or data in the Database. Simon may change, suspend or discontinue any aspect of the Site or Database at any time, including the availability of any information, element, related facility or capability. Simon may impose limits on certain information, elements, related facilities or capabilities or restrict Your access at any time and for any reason or for no reason at all without notice or liability.
You agree to and shall indemnify and hold harmless Simon, its affiliates, and its and each of their respective officers, directors, shareholders, partners, agents, employees, successors and assigns, from and against any and all claims, injury, expense, liabilities, causes of action, harm, loss, obligations and damages (including attorneys’ fees), of any kind or nature, arising out of or in connection with the access to or use of, or the inability to access or use, the Site or the Database or any data, records, information or elements associated therewith.
THE SITE, INCLUDING THE DATABASE AND ANY AND ALL OF THE DATA, RECORDS, INFORMATION, ELEMENTS, RELATED FACILITIES OR CAPABILITIES MADE AVAILABLE ON OR ACCESSED THROUGH THE SITE, ARE PROVIDED ON AN “AS-IS” BASIS, AND ARE ACCESSED AND USED BY YOU AT YOUR SOLE RISK. SIMON MAKES AND YOU RECEIVE NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER IN REGARD TO THE SITE OR THE DATABASE.
SIMON EXPRESSLY DISCLAIMS ANY EXPRESS AND IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SIMON DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SITE OR THE DATABASE OR ANY OF THE DATA, RECORDS, INFORMATION, ELEMENTS, RELATED FACILITIES OR CAPABILITIES IN CONNECTION THEREWITH WILL BE FREE OF INTERRUPTION OR ERROR, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES, MALWARE OR OTHER HARMFUL CODE. YOU EXPRESSLY ACKNOWLEDGE THAT THE INFORMATION CONTAINED IN THE DATABASE HAS BEEN PREPARED BY A THIRD PARTY AND THAT SIMON CANNOT AND DOES NOT GUARANTY ITS ACCURACY.
SIMON'S MAXIMUM AGGREGATE LIABILITY, IF ANY, ARISING OUT OF OR IN CONNECTION WITH THE SITE AND THE DATABASE, AND ANY DATA, RECORDS, INFORMATION, ELEMENTS, RELATED FACILITIES AVAILABLE IN CONNECTION THEREWITH, SHALL UNDER NO CIRCUMSTANCES EXCEED $100.
No waiver by Simon of any breach of any term, covenant or condition of this Agreement shall be deemed a waiver of the same or any subsequent breach of the same or any other term, covenant or condition. No covenant, term or condition of this Agreement shall be deemed waived by Simon unless waived in writing and signed by Simon. The exercise by either party of the rights of termination, as set forth in this Agreement, shall not be deemed to constitute a wavier of any other rights or remedies available to either party for a violation of the terms of this Agreement or under applicable law.
10. Governing Law
This Agreement, and any claims regarding the Site or the Database, are governed by the internal substantive laws of the State of Indiana without regard to conflict of law provisions. Jurisdiction for any claims arising under this Agreement shall lie exclusively with the state or federal courts in Indianapolis, IN.