License Terms and Conditions
Term of Agreement.
The duration of the License Agreement (“Agreement”) shall be for one year from Date of License or, in the case of a Trial License, for 30 days from Date of License Trial, unless specifically agreed otherwise upon in writing by Subscriber and InsightsNow.
Limited License and Uses.
Upon execution of this Agreement, Licensee is granted a nontransferable and nonexclusive license to use this InsightsNow Application providing access to Reports solely for direct marketing, market research, consumer product development customer prospecting, product formulation, product formulation and labelling, in strict accordance with the terms of this Agreement. Unless specifically authorized in advance and in writing by InsightsNow, Licensee will not share, sell, transfer or otherwise make the Reports available to any third person or non-wholly owned entity of Subscriber and will use best efforts to prevent the misuse or unauthorized use of the Reports by any third person or non-wholly owned entity.
At beginning of the Term of the Agreement, Licensee will be issued a quantity of credits to be used in order to access Reports. The number of credits required to access Reports will vary depending on the amount of data fields contained in the Report. Unused credits issued during a trial period will expire at the end of the trail period. Additional credits are available for purchase during the term of Agreement. Upon renewal of license, any unused credits purchased from the prior license period may be carried over to the next subscription period.
Ownership of Data and Intellectual Property.
InsightsNow at all times retains all right, title and interest in and to any and all information, data, materials and other property provided to Licensee pursuant to this Agreement, including but not limited to all information, documents, text, graphics, video and other data of any kind supplied by or on behalf of InsightsNow, deliverables provided to Licensee by InsightsNow, data compiled by or on behalf of Subscriber via surveys, research, activities or any other method, and all InsightsNow’s trade names, trademarks, patents and other intellectual property.
Disclaimer of Damages.
In no event shall InsightsNow be liable for costs of procurement of substitute goods or services, loss of use, data or profits, interruption of business or any special, incidental, indirect, exemplary, or consequential damages, arising out of or in connection with this Agreement, however caused, on any theory of liability, whether in an action for contract, strict liability, tort (including negligence) or otherwise, and whether or not the party has been advised of the possibility of such damage.
Limitation of Damages.
The aggregate liability of InsightsNow under this agreement shall not exceed the total of the amount paid or payable by Licensee to InsightsNow under this Agreement.
InsightsNow warrants that the Reports provided under this Agreement will be provided by InsightsNow in a good and workmanlike manner. Upon receipt of written notice from Licensee describing a breach of the foregoing warranty, InsightsNow will correct deficiencies in the Reports described in such written notice as soon as possible so as to conform to this warranty.
Licensee will indemnify, defend and hold InsightsNow harmless, at Licensee expense, against any third-party claim, suit, action, or proceeding brought against InsightsNow, and InsightsNow officers, directors, employees, agents, service providers, and other InsightsNow third party affiliates.
Neither party shall be responsible for delay or failure in performance caused by any government act, law, regulation, order or decree, by communication line or power failures beyond its control, acts of terrorism or war, or by fire, flood or other natural disasters or by other causes beyond its reasonable control, nor shall any such delay or failure be considered to be a breach of this Agreement; provided that the delayed party gives the other party prompt written notice thereof and uses its best efforts to resume performance. In no event will any of the foregoing apply to Customer's obligation to pay pursuant to the terms of this Agreement.
Renewal of Subscription Agreement.
To avoid any possible interruption of service, it is advisable to renew your license no less than 15 days prior to the end of the term of your license.
The Agreement may only be amended by a properly executed document signed by Licensee and InsightsNow. No waiver of any breach of the Agreement shall be deemed a waiver of a future breach, whether of a similar or different nature, and no waiver shall be effective unless in writing signed by the waiving party.
If any clause is deemed illegal, void or unenforceable, the validity, legality or enforceability of any other clause or portion of this Agreement shall not be affected.
This Agreement shall be construed and the legal relations between the parties hereto shall be determined under the laws of the state of Oregon, USA, exclusive of its choice of law provisions.
The parties shall use reasonable efforts to resolve any disputes, controversies or claims arising out of or in connection with this Agreement.