Collateral and Liquidity Risk Model

Important.  Read thoroughly.  This is a contract with rights and responsibilities.

1.      You must read and make sure that you understand and accept all of the terms and conditions of this Click-Wrap License Agreement ("Agreement").

2.      The Agreement sets out your rights and obligations with respect to PA’s Collateral and Liquidity Risk Model and any associated materials offered at this site ("PA Model"), and is a binding contract made between you (“Licensee”) and PA Knowledge Limited (“PA”).

3.      Below you will be asked to accept or reject the terms of this Agreement. You are not authorized to download or use the PA Model, unless you accept the terms of this Agreement.

4.      By downloading or installing or executing the PA Model, you agree to be bound by the terms of this Agreement.

Terms and Conditions

1.   Nature of Agreement.  This is a license agreement and not a sales agreement. As between Licensee and PA, all right, title and interest in and to the PA Model, and all worldwide Intellectual Property Rights that are embodied in, related to, or represented by the PA Model, are the sole and exclusive property of PA.

2.   License Grant. PA hereby grants you a non-exclusive, revocable, non-transferable right to install the PA Model on one computer, and to execute and use the PA Model in order to evaluate it for your internal business purposes only. You may not execute or use the PA Model for any other purpose. 

3.   Limited Right to Copy. You may make one electronic copy of the PA Model for back-up purposes. If you received any electronic documents as part of the PA Model, you may print one copy of those documents. Each copy of the PA Model (including any associated documents) must include all PA proprietary legends, copyright notices, and disclaimers (if any).

4.   License Restrictions. You may not (i) sell, lease, sublicense or otherwise transfer this license or the PA Model to any third party; or (ii) alter or modify the PA Model, or combine it with any other software, or make derivative works from it; or (iii) reverse-engineer, decompile or disassemble the PA Model.

5.   Confidentiality. You acknowledge and agree that the PA Model contains information confidential to PA (the “Confidential Information"). You agree to take all steps reasonably necessary to maintain and protect the Confidential Information for the benefit of PA. You shall not make any portion of the PA Model available to third parties.

6.  Reservation of Rights. PA reserves all rights not expressly granted to Licensee.

7.  Termination. PA may terminate this Agreement by notifying you that we wish to do so. You may terminate this Agreement by destroying all copies of the PA Model. If you do not abide by the terms and conditions of this Agreement, your license to the PA Model is automatically terminated. Upon any termination, you are required to remove the PA Model from you computer systems and destroy any copies you have made.

8.   No Warranties. PA does not make any warranties with respect to the PA Model, and you accept the model as-is and use it at your own risk.

9.   Exclusions and Limitations. To the fullest extent permitted by law, PA and its affiliates and their licensors and suppliers shall not be liable for any consequential, indirect, exemplary, punitive or special loss or damage, or for any loss of profit, loss of contracts, loss of benefit, loss of production, loss of availability, loss of data, loss of anticipated savings, loss of reputation, loss of goodwill or loss of use suffered or incurred directly or indirectly by Licensee. In any event, PA's liability is limited in the aggregate to your direct damages, not to exceed one hundred dollars.

10. Indemnity. You agree to indemnify and hold PA and its affiliates, as well as their officers, directors and employees harmless from any third party claims and liabilities arising from your violation of this Agreement.

11. Choice of Law and Venue. This Agreement will be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to New York principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the laws of another jurisdiction. In the event of a dispute arising hereunder or in connection with the matters contemplated hereby, each party agrees to submit to the non-exclusive jurisdiction of the courts of the State of New York and of the United States located in the County of New York.

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