1. Grant and Scope
McKinsey hereby grants to you a non-exclusive, royalty-free, worldwide, fully paid-up license (without the right to sublicense) to make, have made, use, reproduce, adapt, translate, distribute, perform, display, modify, create derivative works of and otherwise exploit any of McKinsey’s copyrights in the content and material that has been published by McKinsey on the CRC (the “Licensed IP”), solely for your use in ending the COVID-19 Pandemic and minimizing the impact of the disease.
For purposes of clarity, these License Terms shall only apply to the intellectual property rights, including copyright, that McKinsey owns in the Licensed IP and not to any third party data, other third party content licensed by McKinsey, or any content, owned by McKinsey or a third party, that is published or distributed, including in any other location or through another media, other than directly on the CRC, including content published by McKinsey on mckinsey.com and other McKinsey websites. These License Terms further do not apply to any underlying data or other content referenced by or to which attribution is provided in any CRC content, or that is otherwise used to develop any CRC content, and that has not itself been directly published by McKinsey on the CRC (the “Underlying Data”), and McKinsey shall have no obligation to provide or license such Underlying Data as part of these License Terms.
Nothing herein shall obligate McKinsey at any time to maintain, update, correct, make available, or publish content, including Licensed IP and Underlying Data, on the CRC or otherwise.
2. Time Limitation
These License Terms are effective as of April 1, 2020 and lasts until one year after the World Health Organization declares COVID-19 Pandemic to have ended, but in any event not beyond January 1, 2026, unless otherwise extended by McKinsey. These License Terms are automatically terminated in the event the licensee does not use the Licensed IP in accordance with these License Terms.
3. Non-Assertion Covenant
McKinsey will not assert any exclusivity against any entity for use of the Licensed IP in accordance with the license granted in the License Terms, and we will not seek injunctive or regulatory relief to prevent any entity from engaging in such authorized use.
4. Defensive Suspension
The License Terms granted herein shall automatically be suspended, and McKinsey shall be free to assert the Licensed IP against the licensee, if the licensee or any entity affiliated with the licensee threatens or initiates a suit or legal proceeding alleging the infringement of any intellectual property or other right against McKinsey with respect to any activity relating to COVID-19.
THE CONTENT AND FUNCTIONALITY ON THE CRC IS PROVIDED WITH THE UNDERSTANDING THAT MCKINSEY IS NOT HEREIN ENGAGED IN RENDERING PROFESSIONAL ADVICE OR SERVICES TO YOU, OR TO ANY OTHER PERSON OR PARTY AFFILIATED WITH YOU, AND NO CONTENT ON THE CRC, INCLUDING ANY LICENSED IP, IS INTENDED TO SERVE AS OR SHALL BE DEEMED TO BE INVESTMENT, LEGAL, TAX, ACCOUNTING OR OTHER REGULATED ADVICE, AND THAT YOU SHALL REMAIN SOLELY RESPONSIBLE FOR YOUR USE OF ALL SUCH CONTENT AND ACKNOWLEDGE THAT ANY RELIANCE UPON SUCH CONTENT SHALL BE ENTIRELY AT YOUR SOLE OPTION AND RISK. ALL CONTENT AND FUNCTIONALITY ON THE CRC, INCLUDING ALL LICENSED IP, IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. MCKINSEY AND ITS THIRD-PARTY CONTENT PROVIDERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO THE OWNERSHIP, ACCURACY, OR ADEQUACY OF SUCH CONTENT. MCKINSEY SHALL HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY CONTENT OR INFORMATION PUBLISHED ON WEBSITES LINKED TO FROM THE CRC, CONTAINED IN ANY USER SUBMISSIONS PUBLISHED ON THE CRC, OR PROVIDED BY THIRD PARTIES. NEITHER MCKINSEY NOR ITS THIRD-PARTY CONTENT PROVIDERS SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR LOSSES OR FOR LOST REVENUES OR PROFITS, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES AND REGARDLESS OF THE THEORY OF LIABILITY.
6. Governing Law
These License Terms are governed by the laws of the State of New York without reference to the principles of conflicts of laws thereof.