MASTER SUBSCRIPTION AGREEMENT AND TERMS OF SERVICE - INNONATION AI
PLEASE CAREFULLY READ THESE TERMS AND CONDITIONS ("TERMS") BEFORE SEARCHING, ORDERING, ACCESSING, OR USING THE SERVICES AND THE LICENSED MATERIALS. IF YOU ARE ENTERING INTO AN AGREEMENT OR ANY ORDERING DOCUMENT ON BEHALF OF A COMPANY OR ANY OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS, IN WHICH CASE THE PHRASES "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THIS AGREEMENT OR THE APPLICABLE SEARCHING PROGRAMS, ORDERING SHEETS / PRODUCTS AND YOU MAY NOT USE THE SERVICES. YOU AGREE TO BE BOUND BY THESE TERMS BY EXECUTING THIS AGREEMENT AND/OR ANY RELEVANT SERVICES PROVIDED BY OUR PLATFORM, OR AS APPLICABLE, BY SUBMITTING PAYMENT IN RESPONSE TO AN ORDERING PRODUCTS THAT REFERENCES THESE TERMS. INNONATION RESERVES THE RIGHT TO AMEND, REMOVE, OR ADD TO THESE TERMS AT ANY TIME WITHOUT OUR FURTHER NOTICE. SUCH MODIFICATIONS SHALL BE EFFECTIVE IMMEDIATELY. IF AT ANY TIME YOU NO LONGER AGREE TO BE BOUND BY THESE TERMS, YOU MUST IMMEDIATELY STOP ACCESSING THE SERVICES, YOU MAY NO LONGER USE LICENSED MATERIALS IN YOUR POSSESSION, AND YOU MUST DELETE ANY LICENSED MATERIALS THAT ARE STORED IN YOUR POSSESSION, IN ACCORDANCE WITH THIS AGREEMENT.
This Master Subscription Agreement and Terms of Service, which may include any relevant ordering files (collectively, "Agreement"), is made by and between INNONATION ("INNONATION", "We" and "Us" ), and the specific person or entity identified as the user or CUSTOMER or party thereto in the associated agreement, or Purchase Sheet ("CUSTOMER" or "You"). CUSTOMER and INNONATION may be collectively referred to as the "Parties" or individually as a "Party." The Terms set forth in this Agreement governs Your search or purchase and use of the Services and Licensed Materials (as defined herein, respectively) and shall be effective at the time and in the manner as described herein ("Effective Date").
Except with INNONATION's prior written consent, You may not access the Services or Licensed Materials if You directly compete with Our business in any material way. You may not access the Services or Licensed Materials for purposes of monitoring the availability, performance, or functionality of the Services or Licensed Materials, or for any other benchmarking or competitive purposes as related to Our business.
"Confidential Information" means any information disclosed (in each case, by or on behalf of, a Party) in the course of this Agreement or applicable Purchase Sheet, that is, or should be reasonably understood to be, confidential to a Party, including, without limitation, the Terms of this Agreement and applicable Purchase Sheet, the Services and Licensed Materials (including Downloaded Content/Files, as defined herein), as well as financial, business, and technical plans and strategies, pricing information, inventions, and new products, services, and technologies of either Party. Confidential Information does not include information that the recipient already rightfully knew, that becomes public through no fault of the recipient, that was independently developed by the recipient, or that was lawfully given to the recipient by a third party who was under no obligation of confidentiality.
"License" means a current and valid license to access or use the Services, and which may include, but is not limited to, purchased subscription to the Services for one or more Users associated with a Team License, a trial subscription to the Services granted for one or more Users associated with a CUSTOMER, or any other valid and authorized right/license as permitted by us.
"CUSTOMER" or "You" or "Your" means the company or other legal entity which holds a License for the Services. For purposes of this agreement, CUSTOMER also refers to and incorporates the authorized Users associated with a Team License or other such authorized License.
"CUSTOMER's Data" means all electronic data or information submitted by CUSTOMER to the Services.
"Licensed Materials" means all the content and data and reports, including without limitation, metrics, calculations, text, research, ratings, rankings, opinions, galaxy, photographs, graphics, tools, analytics, and functionality, products and information displayed and/or otherwise provided by the Services.
"INNONATION" or "We" or "Us" or "Our" means INNONATION, who You are contracting with, Notices, Governing Law and Jurisdiction).
"Purchase Sheet" means the ordering content for purchases of the Services hereunder, including addenda thereto, that are made by and between CUSTOMER and INNONATION from time to time and which detail, among other things, the Services, License, Business Groups, User Limits, usage limitations, and pricing during a subscription term. Purchase Sheet shall be deemed incorporated herein by reference.
"Services" means any of the free or paid or trial subscriptions to various online, web-based applications, API, data feeds, software, materials, data downloads and plugins as well as certain standalone or recurring research services or reports provided by INNONATION directly or via certain websites owned and operated by INNONATION (such websites collectively referred to as the "Website") as well as the Licensed Materials contained therein, as applicable.
"Team" or "Team License" means a group of Users that are part of a business department or functional group within an organization which has access to the Services under a valid License.
"Third-Party Applications" means optional, Web-based applications and offline software products or data that are provided by third parties and which CUSTOMER may elect to install for use with the Services (for example Salesforce), and which are not required to use the Services, but interoperate with the Services.
"User" or "Users" means an individual or individuals who are authorized by CUSTOMER to use the Services, for whom subscriptions to a Service have been purchased, and who have been supplied user identifications and passwords by INNONATION (or by INNONATION at CUSTOMER's request). Users are limited to CUSTOMER's employees, contractors and agents who have a valid business relationship and email address with CUSTOMER's organization.
2. PURPOSE, RIGHTS, AND LICENSE
2.1. Provision of Services and Subscriptions.
INNONATION shall make the Services available to CUSTOMER pursuant to this Agreement and/or the relevant Purchase Sheet or other ordering documentation during the duration of the subscription ("Subscription Term"). To subscribe to the Services, CUSTOMER must accept a Purchase Sheet or other such ordering documentation. The Terms of this Agreement are applicable to, and form an integral part of such Purchase Sheet, which will identify the License and Services to be provided, the Subscription Term, and applicable fees for the Subscription Term. Unless expressly stated otherwise in a Purchase Sheet signed by both Parties, in the event of a conflict between this Agreement and an Purchase Sheet, this Agreement will control. Executing the Purchase Sheet and/or submitting payment thereunder constitutes acceptance and agreement by CUSTOMER to subscribe to the Services in accordance with the Terms of this Agreement. INNONATION expressly rejects any additional or different terms, including but not limited to terms added or appended to this Agreement or the Purchase Sheet by CUSTOMER, unless agreed to in writing by both Parties. The individual executing this Agreement and/or the relevant Purchase Sheet on behalf of CUSTOMER represents and warrants that they do so with the authority to bind CUSTOMER by executing and submitting such documents. Once the Terms of this Agreement have been applicable to an Purchase Sheet between CUSTOMER and INNONATION, then You are deemed to have consented in advance to the applicability of the Terms of this Agreement for Purchase Sheet to be entered into thereafter.
2.2. License Grant.INNONATION grants to CUSTOMER a nonexclusive, nontransferable, and limited license to use the Licensed Materials only as expressly permitted herein and any applicable Purchase Sheet. The Services are solely and exclusively for CUSTOMER's use and shall not be used for any illegal purpose or in any manner inconsistent with the provisions of the Terms of this Agreement or the applicable Purchase Sheet. Except as expressly provided herein or in any applicable Purchase Sheet, Users may use the Services, including any Licensed Materials contained therein, solely in the regular and ordinary course of CUSTOMER's business and for internal use only. CUSTOMER further agrees that its purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by INNONATION regarding future functionality or features.
2.3. Team Access and Business Groups. Unless otherwise specified in an Purchase Sheet, the number of authorized Users that shall have access to the Services pursuant to a License is limited to individuals that are part of the same business department or functional group within a CUSTOMER's organization (the "Business Group"). The applicable Purchase Sheet will describe the License(s) and specifically identify and list the particular Business Group and total number of authorized Users ("User Limit"). For each License, only Users who are a member of the designated Business Group may access the Services. CUSTOMER may switch Users under a License, provided that (i) the number of Users does not exceed the User Limit, and (ii) new Users are members of the same Business Group designated as such in the applicable Purchase Sheet. Violation of the restrictions set forth herein, which shall include sharing User IDs (as defined here) with any unauthorized individuals, will be considered a material breach of this Agreement and cause for termination of this Agreement and/or the applicable Purchase Sheet or result in fees up-to-ten percent (10%) of fees paid for such License per violation ("Overage Fees"). The rights granted in a License are granted only to CUSTOMER, and do not extend to CUSTOMER's shareholders, parents, subsidiaries, affiliates or other related entities or individuals not included in the definition of CUSTOMER on the Purchase Sheet. Such related affiliates must execute a separate Purchase Sheet in order to use the Services and Licensed Materials.
2.4. Submissions. Certain portions of the Services may provide user-generated features that permit Users to upload, submit, store, send, or receive certain content in addition to the Licensed Materials ("Submissions"). As between INNONATION and CUSTOMER, CUSTOMER shall own and be responsible for all Submissions to the extent such Submissions are not Licensed Materials or other proprietary property of INNONATION. Subject to this Agreement and any applicable Purchase Sheet, CUSTOMER grants INNONATION a worldwide, non-exclusive, limited term license to access, use, process, and display Submissions, but only as reasonably necessary to: (i) provide and improve the Services to and for CUSTOMER; (ii) address and resolve any security, support or technical issues; (iii) disclose certain information as required or compelled by applicable law; and (iv) act as expressly permitted in writing by CUSTOMER. CUSTOMER certifies and warrants that the Submissions shall further comply with the Terms set forth herein and further acknowledges and agrees that any such Submissions do not create any new or alter any existing relationship between the Parties. INNONATION reserves the right to remove any such Submissions which, in INNONATION's sole discretion, violate the Terms of this Agreement.
2.5. Deliverables. To the extent any or a portion of the Licensed Materials, as mutually agreed upon in an applicable Purchase Sheet, are to be delivered to or requested by the CUSTOMER at or during fixed, calendar intervals during a Subscription Term (for example, quarterly research materials), such designated Licensed Materials will only be delivered during the calendar period as defined in the applicable Purchase Sheet and may not be delivered or requested in subsequent calendar periods unless agreed in writing by both Parties or through a new Purchase Sheet. CUSTOMER agrees and acknowledges that it waives its right to any specific, designated Licensed Materials due in a certain calendar period if such delivery is contingent on CUSTOMER'S participation or request and CUSTOMER fails to participate or request the same in a timely or sufficient manner necessary for delivery.
2.6. Authorized Use. 2.6.1 Subject to the Terms set forth in this Agreement, CUSTOMER is permitted to:
A. Download and/or print select and limited portions of Licensed Materials to a location or storage device under CUSTOMER's exclusive control and only for CUSTOMER's own use ("Downloaded Content");
B. Extract, quote and/or distribute such Licensed Materials or Downloaded Content for aggregate-level work product ("Reports"), but only internally (i.e. within CUSTOMER's organization and not to any third-parties) and only for CUSTOMER's own use and in the regular course of work;
C. From time to time, excerpt or distribute Licensed Materials in articles, blogs or other content or materials that CUSTOMER makes publicly available, provided that (i) CUSTOMER shall display no more than five (5) individual lines of Licensed Materials (for example companies or transactions) in any such content or materials; (ii) all such Licensed Materials displayed shall include a reasonably conspicuous notice as follows: "SOURCE: INNONATION" or similar language reasonably acceptable to INNONATION and included using a font size which is not substantially lesser than any other included font; and (iii) if the Licensed Materials are taken from a public INNONATION webpage and appear in any of CUSTOMER's content or materials online, CUSTOMER may not modify such content without Our consent and CUSTOMER must also use commercially reasonable efforts to provide a correct and accessible URL link to the public INNONATION webpage from which such Licensed Materials were taken.
2.6.2. Notwithstanding anything to the contrary in Section 2.6.1., CUSTOMER agrees and acknowledges it will not share or promote any excerpt or distribution of the Licensed Materials with the media (in any form) without INNONATION's prior written consent. CUSTOMER further agrees and acknowledges that the access and distribution of such Licensed Materials and/or Downloaded Content shall comply, in all instances, with this Agreement, the relevant Purchase Sheet, and any applicable law.
2.7 Usage Restrictions. 2.7.1 CUSTOMER agrees and warrants that You shall not:
A. Use the Services, Licensed Materials, or Downloaded Content in a manner contrary to or in violation of any applicable laws;
B. Copy, reproduce, modify, distribute, publicly display, use or disclose the Services, Licensed Materials, or Downloaded Content, except as expressly permitted in this Agreement;
C. Sell, license, or commercially distribute the Services, Licensed Materials, or Downloaded Content to third parties or use as a component of, or as a basis for, any material offered for sale, license, or commercial distribution, including using the Licensed Materials as a primary source to create and/or maintain any market index or database that CUSTOMER publishes or distributes to third parties;
D. Distribute or commercially provide any databases, interfaces, mobile platforms, or software programs comprising the Services, Licensed Materials, or Downloaded Content;
E. Share, recompile, decompile, disassemble, reverse engineer, or make or distribute any other form of, or any derivative work from the Services, Licensed Materials, or Downloaded Content;
F. Use the Services, Licensed Materials, or Downloaded Content, directly or indirectly, in any manner that could cause the Services, Licensed Materials, or Downloaded Content so used to: (i) be a substitute for the Services by a third party, (ii) affect INNONATION's ability to realize revenue in connection with the Services, or (iii) compete with INNONATION's business;
G. Store or use Licensed Materials or Downloaded Content in an archival file site, database or other searchable repository except as expressly permitted by this Agreement or in an applicable Purchase Sheet;
H. Post any Submissions that are defamatory, infringing, unlawful, or otherwise comprised of information that CUSTOMER does not have a right to transmit under any applicable law, contractual obligations, or fiduciary relationships (including but not limited to, Confidential Information or proprietary information learned from employment or restricted by valid, non-disclosure agreements); or
I. Upload, post, or otherwise transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment.
2.7.2. Notwithstanding anything to the contrary in Section 2.7.1., INNONATION reserves the right, in its sole discretion, to temporarily or permanently block access to the Services for violations of such usage restrictions, including the ability to download or distribute any Licensed Materials, at any time without notice and effective immediately.
2.8. Export of Licensed Materials. Subject to the terms set forth herein or in an applicable Purchase Sheet, if the Services provide a capability to export portions of Licensed Materials to a third party spreadsheet program, CUSTOMER may use such capability to export Licensed Material to a spreadsheet file, and may use such exported Licensed Materials internally with a standard, commercially-available, third-party spreadsheet program, only if the following conditions are met: (i) any file, transmission, writing, spreadsheet, graph, report, chart or other document or material, containing such exported Licensed Materials or any part thereof, or derived from such exported Licensed Materials or any part thereof, shall be deemed Downloaded Content hereunder, and the use and distribution of such Downloaded Content shall be subject to this Agreement; and (ii) CUSTOMER requires use of a function of the spreadsheet program that is not available in the Services and the exported Licensed Materials are limited to the data necessary to use such function. Except as specifically provided herein or in a relevant Purchase Sheet, no one shall have any right to export any Licensed Materials from the Services. For avoidance of doubt, except for use within a standard, commercially-available, third-party spreadsheet program as outlined herein, in no event shall CUSTOMER export Licensed Materials from the Services for use in a third-party software program, application, or database, or for use in any proprietary CUSTOMER software, application, or database that competes with INNONATION or violates any of this Section 2.
2.9. CUSTOMER Responsibilities. CUSTOMER shall (i) be responsible for Users' compliance with this Agreement; (ii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services; (iii) notify INNONATION promptly of any known or suspected unauthorized access or use, and (iv) use the Services in accordance with this Agreement, applicable laws, and government regulations. CUSTOMER further agrees that it shall not (a) make the Services available to anyone other than authorized Users, (b) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party intellectual property or privacy rights, (c) use the Services to store or transmit "Malicious Code" which includes, without limitation, any viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs, (d) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, or (e) attempt to gain unauthorized access to the Services or their related systems or networks.
2.10. Without CUSTOMER'S prior, written approval, INNONATION shall not make any statement that could be interpreted to mean or imply that CUSTOMER in any way endorses or is associated with INNONATION. Notwithstanding the foregoing, if CUSTOMER or authorized Users agrees to provide a case study or such written or public endorsement, INNONATION is hereby granted an irrevocable, worldwide, limited license to use respective content, likeness, and/or name solely for purposes of the case study/endorsement. Under no circumstances shall either Party make any promotional announcements which disclose Confidential Information of the other Party.
2.11. Third-Party Applications and CUSTOMER Data. CUSTOMER acknowledges and agrees that if You install or enable optional Third-Party Applications for use with the Services (for example, Salesforce), that INNONATION may provision such providers of those Third-Party Applications to access CUSTOMER Data as required for the interoperation of such Third-Party Applications with the Services. INNONATION shall not be responsible for any disclosure, modification or deletion of CUSTOMER Data resulting from any such access by Third-Party Application providers, and any such access and use of CUSTOMER Data shall be subject to the privacy policies of such Third-Party Application provider. CUSTOMER acknowledges that the Service features that interoperate with optional third-party APIs or widgets (for example, Salesforce) depend on the continuing availability of these APIs or widgets and program for use with the Services. If these providers cease to make their API or widgets or program available on reasonable terms for the Services, INNONATION may cease providing such service features without entitling CUSTOMER to any refund, credit, or other compensation. For avoidance of doubt, the CUSTOMER may electively use the Services to restrict Users from installing or enabling such Third-Party Applications for use with the Services.