End User Licensing Agreement

INTRICITY LLC
TERMS OF SERVICES,
END USER LICENSE AGREEMENT,
AND WARRANTY DISCLAIMER
NOTICE:  This is a legally binding contract between you, the end user, and INTRICITY LLC.
INTRICITY LLC ("INTRICITY" or "LICENSOR") LICENSES THE ENCLOSED VISUALIZATIONS TO YOU ("USER" or "LICENSEE") ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS LICENSE AGREEMENT. PLEASE READ THE TERMS CAREFULLY BEFORE INSTALLING THE VISUALIZATIONS, AS INSTALLING THE VISUALIZATIONS WILL INDICATE YOUR ASSENT TO THEM.  IF YOU DO NOT AGREE TO THESE TERMS, THEN INTRICITY IS UN-WILLING TO LICENSE THE VISUALIZATIONS AND/OR SERVICE TO YOU AND YOU ARE PROHIBITED FROM USE OF THE INTRICITY VISUALIZATIONS OR SERVICE.
Additional Definitions:
“END USER LICENSE AGREEMENT” and / or “Terms of Service” means this legally binding contract between you, and INTRICITY LLC.
"Account" means the account established with INTRICITY and located upon the Infrastructure, created and maintained by Licensee in order to access the Services.
"INTRICITY Affiliates" means the affiliated entities within the INTRICITY group of companies, its employees and third party suppliers and licensors.
"Infrastructure" means the technical systems, hardware and all connected devices of INTRICITY or its third party suppliers.
"Virus or Malware" means programming or software code designed to damage, destroy or otherwise interfere with programs, software, and/or devices, including, but not limited to: Trojan horses; any Windows temporary files of any kind (including, without limitation, any *.p or ~*.* files); worms, and / or corrupted files.
"Order" means the agreement to purchase Services as between Subscriber and INTRICITY or Subscriber and / or authorized reseller of INTRICITY.
“Services” means the various services and components thereof, the Visualizations, any documentation both on and offline, as well as any modifications, derivatives, updates or upgrades as may be offered by INTRICITY from time to time, and whether or not they are provided without a subscription or which are subscribed to by the Licensee via a Subscription. A Licensee may choose to subscribe to one or more Services under his or her Subscription as may be offered by INTRICITY from time to time.
"Visualization" means any downloadable charts and graphs which are provided solely for the purpose of accessing the Services.
"Subscriber" or "You" means an individual or entity (including that entities' parent or affiliated companies) to which Services are provided by and as agreed to by INTRICITY.
"Subscription" means the non-exclusive, non-transferable right to use the Services, as ordered by Subscriber pursuant to an Order, subject to the terms of the END USER LICENSE AGREEMENT and the full and timely payment of the Subscription Fees.
"Subscription Fees" means the fees payable in respect of an Order.
Account, Security:
INTRICITY respects our customers' privacy and the terms of INTRICITY Privacy Policy can be found at https://store.intricity.com/pages/privacy-policy. To access and use the Services, Licensee must create an Account that is protected by a username and password and Licensee must keep any passwords and other Account details secret. Licensee agrees to provide INTRICITY with accurate and complete information when registering for an Account and at all times thereafter. INTRICITY must be promptly notified if changes to Licensee's information occur.
Licensee acknowledges and agrees that it is responsible for providing the following: (i) all equipment, such as a computer and modem, necessary to access the Internet; (ii) its own access to the Internet; (iii) any backup and file retention and (iv) payment of all telephone or other fees associated with such access.
Licensee is solely responsible for access to, content in or sharing and use of its Account. INTRICITY shall not be liable for any loss or damage arising from any access to, or sharing and use of Licensee's Account. In the event that Licensee believes or suspects there has been any unauthorized access to the Account, Licensee must notify INTRICITY immediately by online web form that can be found at https://store.intricity.com/pages/about-us.
Licensee’s Conduct, Content of Data:
Licensee must comply at all times with any and all applicable local, state, federal international laws and treaties laws.
Licensee warrants that it has obtained sufficient consent and rights (i) to access any third party's or end user's systems or networks, and (ii) to access, use and store all data and files on the Infrastructure or otherwise use via the Services such data and information. You shall not upload or otherwise provide and INTRICITY reserves the right, with or without notice to you, to remove any data and files from its Infrastructure that INTRICITY, in its sole discretion, believes or suspects is:
(a) Virus or Malware,
(b) illegal, libelous, abusive, threatening, harmful, vulgar, pornographic, obscene,
(c) used for the purpose of: spamming, chain letters or the use or dissemination of objectionable material of any kind or nature,
(d) used in such a manner as to cause offense, defame or harass, or
(e) used to infringe the intellectual property rights or any other rights of any third party.
  1. Consent to use data
Licensee's privacy is important to INTRICITY and INTRICITY shall abide by its Privacy Policy, which can be found at https://store.intricity.com/pages/privacy-policy. However, INTRICITY reserves, in its sole discretion, the right to (i) monitor and access the Account and / or remove any data or content of data or files stored on its Infrastructure, and (ii) suspend or terminate the Account and / or Licensee's access to the Services in the event that INTRICITY believes or suspects that any of the terms of the preceding paragraph or any of the END USER LICENSE AGREEMENT have been breached or contravened.
INTRICITY and the INTRICITY Affiliates collect, process and use your data for the implementation and processing of the contractual relationship with you, in particular for successfully providing the Services to you. Beyond that, Licensee's data will not be used without prior consent, in particular, for advertising purposes. Non-personal data may be collected automatically to offer Licensee first-class service, especially to facilitate and improve the provision of Visualization updates, Support, Content and other services to Licensee.
Limitations of Usage:
Visualization use is restricted to a single instance of the BI platform for which it is purchased. Within that instance the Licensee has the right to use the visualization for content generated by that instance and for its users.
Data Protection:
Each party shall comply with its respective obligations under applicable data protection laws ("DPL"). Neither party shall do any act that puts the other party in breach of its obligations as per this Section, nor shall anything in the END USER LICENSE AGREEMENT be deemed to prevent any party from taking any action it reasonably deems necessary to comply with DPL. Licensee agrees that during the course of the END USER LICENSE AGREEMENT: (i) in respect of data Licensee collects, accesses or otherwise uses, Licensee alone shall determine the purposes for which and the manner in which personal data is, or will be, processed; (ii) Licensee is the data controller in respect of all personal data which the Licensee may process; and (iii) Licensee consents and, in the event Licensee processes any third party data, has obtained the consent from such third party, to send its personal data to INTRICITY in countries outside the USA or European Union. INTRICITY agrees that, with Licensee's express consent, it is the data processor in respect of the personal data processed as provided by Licensee. Licensee warrants and undertakes that any instructions given by Licensee to INTRICITY will at all times be in accordance with the requirements of DPL. Licensee shall fully indemnify INTRICITY against any loss, damages, liability and costs (including attorneys' fees) incurred by INTRICITY as a result of any breach of DPL by Licensee.
INTRICITY shall comply with requests for information from legitimate judicial, legal or regulatory authorities or pursuant to any court order or a subpoena, discovery request or other lawful process that INTRICITY receives. INTRICITY may comply with these subpoenas or court orders with or without notice to Licensee. Licensee agrees that INTRICITY may disclose any information held about Licensee or via Licensee to legitimate or legal authorities. For more information regarding how INTRICITY uses your data, please see INTRICITY privacy policy, which can be found at https://store.intricity.com/pages/privacy-policy.
Code and/or Service Updates:
Some Services require, for optimum use and INTRICITY may provide to Licensee, in a number of formats (feeds, definition files etc.), content that is automatically synchronized or updated from time to time with INTRICITY' servers or systems ("Content"). Such Content may be provided for a limited time, from time to time, in accordance with an applicable Services. Licensee consents that the respective Services will automatically contact INTRICITY to receive Content and, in addition, if and when any of the following events occur: (i) the Services is successfully installed by Licensee, (ii) Licensee fails to install the Services successfully, (iii) the Services has been successfully configured and / or, (iv) the Services is uninstalled. Licensee acknowledges and consents that any data collected may be sent to any INTRICITY office or INTRICITY Affiliate for processing in locations, depending on location of Licensee, throughout the USA or the European Union in accordance with the provisions of Data Protection section above. You may be required to download Code and the Services may automatically update the Visualization installed on any instance when a new version is available.
The Services may include certain communications from INTRICITY, such as service announcements, administrative messages and newsletters. Licensee understands that these communications shall be considered part of using the Services and that Licensee will not be able to opt out of receiving them. Further, INTRICITY reserves the right to send electronic mail to Licensee, informing you of changes or additions to the END USER LICENSE AGREEMENT.
Intellectual Property Rights:
The Services are protected by world-wide copyright, trademark, patent and other intellectual property laws and treaties and belong to INTRICITY, its licensors and any applicable INTRICITY Affiliate. Licensee acknowledges that (i) rights in the Services are licensed (not sold) to Licensee, and (ii) that Licensee shall have no rights or title in, or to, the Services other than the right to use them in accordance with the terms of the END USER LICENSE AGREEMENT and (iii) Open Source and / or third-party code may be incorporated into the Services. INTRICITY, its licensors and any applicable third parties, own all title, copyright, and other intellectual property rights in and to the Services. The Services, in all formats existing, are a trade secret of and proprietary to INTRICITY, its suppliers and / or licensors, including but not limited to, the specific internal code, design and structure of individual programs and software, the display and associated interface information. Licensee shall not disclose the confidential aspects of the Services to third parties.
Third Party Components, Open Source:
Part of the Services may incorporate third party proprietary code and / or services. If and to the extent such third party services or coding are an integral part of the Services, such third parties shall be deemed INTRICITY Affiliates and the END USER LICENSE AGREEMENT shall apply to such INTRICITY Affiliates. If and to the extent Licensee contracts independently with independent third parties, the terms of such third party contract shall apply to the relationship between Licensee and such independent contractor and INTRICITY shall have no liability in respect thereof. In addition, part of the Services may incorporate and consist of third party open source code ("Open Source"), which Licensee may use under the terms and conditions of the specific license under which the open source code is distributed. Licensee agrees that Licensee will be bound by any and all such license agreements. Title to code remains with the applicable licensor(s). Any Open Source provided with or contained in the Services is provided by INTRICITY "AS IS" and without any warranty of any kind.
Beta Testing:
Beta versions of Services may be provided to Licensee. If and to the extent such beta versions are provided to Licensee, they are provided without warranty of any kind, "AS IS" and subject to the Confidentiality conditions above. Such provision is done only for the purpose of assisting INTRICITY with testing functionality or compatibility and on the express condition that Licensee provides INTRICITY with truthful, accurate and complete feedback, comments, and analysis in whatever format Licensee may wish ("Contribution"). Licensee expressly acknowledges that Licensee participation in any beta testing is undertaken by Licensee on a volunteer basis and that Licensee shall have no right in the beta Services or Contribution, whether in original form (as provided to Licensee) or in respect of any derivative work (whether or not based upon, in whole or in part, on any participation or feedback Licensee may make). Notwithstanding the foregoing, Licensee agrees to grant to INTRICITY a worldwide, irrevocable, royalty - free, perpetual, transferable license to commercially use, exploit and sub-license in INTRICITY sole discretion, any and all Contributions.
LICENSE AND WARRANTY:
The visualization that accompanies this license is the property of INTRICITY or its licensors, and is protected by copyright and other intellectual property law. Although INTRICITY at all times owns the code, you will have certain rights to use the code after your acceptance of this license.
Except as otherwise expressly provided under the END USER LICENSE AGREEMENT, Licensee shall have no right and Licensee shall not permit any third party to: (i) harm, disrupt or otherwise engage in activity that diminishes the INTRICITY brand, Services, or Infrastructure; (ii) use the Services in a manner that results in excessive bandwidth or storage or exceeds the permitted usage, as solely determined by INTRICITY, (iii) transfer, assign or sublicense the limited rights granted to Subscriber in the END USER LICENSE AGREEMENT to any other person, or entity, or use the Services other than as authorized; any such attempted transfer, assignment, sublicense or unauthorized use shall be void; (iv) make error corrections to or otherwise modify or adapt the Service or decompile, decrypt, disassemble, reverse engineer or attempt to reconstruct or discover any source code or underlying ideas, algorithms, file formats or programming or interoperability interfaces of the Services or of any files contained or generated using the Services by any means whatsoever or otherwise reduce the Services to human-readable form, except to the minimum extent expressly permitted under applicable law notwithstanding this restriction; (v) use or permit the Services to be used to perform services for third parties, whether on a service bureau or time sharing basis or otherwise, without the express written authorization of INTRICITY; or (vi) attempt to alter, circumvent or provide the method or means to circumvent any disabling mechanism in the Services; or (vii) use the Services in any manner not expressly authorized herein; or (viii) alter, remove or fail to reproduce any proprietary notices from the Services; or (ix) misrepresent any person or entities' identity, impersonate any person or attempt to gain access to any Account, the Infrastructure or the networks or property of any third person, without authorization.
Notwithstanding anything herein, if the Visualization is lawfully acquired outside of the United States within a jurisdiction which is a member of the European Union subject to the EEC Council Directive 91/250/EEC of May 14, 1991, Licensee agrees that within that jurisdiction it shall not, and shall not allow any party on Licensee's behalf to, attempt to reverse engineer or decompile the Code into another computer language, except as expressly and specifically provided in the EEC Council Directive 91/250/EEC of May 14, 1991.  Any and all information obtained during such lawful reverse engineering and/or decompiling activities, including but not limited to, the organization, logic, algorithms and processes of the Visualization, shall be deemed to be the confidential and proprietary information of INTRICITY or its Licensors.  Licensee shall not make copies of the copyrighted Visualization documentation without the prior written permission of INTRICITY provided that for electronic transactions, Licensee may make one (1) hard copy of such documentation for each User.
Modifications:
INTRICITY may change the END USER LICENSE AGREEMENT from time to time without prior notice. The current END USER LICENSE AGREEMENT are always available at https://rpt.inspector.info/terms. Upon any change in the terms and conditions of the END USER LICENSE AGREEMENT, INTRICITY will notify you by posting the changes as a start-up screen following your account log-on to the Website. If Licensee agrees to be bound by the changes, Licensee must again click the "I Accept" button on this start-up screen. If Licensee does not click the "I Accept" button, the previously accepted version of the END USER LICENSE AGREEMENT shall continue to govern.
Technical Support:
Licensee must register online in order to be eligible for technical support via electronic mail.
Export Law Assurances:
Licensee agrees and certifies that neither the Services nor any other technical data received from INTRICITY, nor the direct product therefore will be used, shipped, transferred or exported into any country or to anyone: (i) which the EU or UN has embargoed goods; (ii) where the national legislation of the relevant EU Member State has embargoed goods; (iii) listed in any enacted Common Position on restrictive measures imposed by the EU; (iv) on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders; or (v) in any manner prohibited by the EU Common Foreign and Security Policy, the United States Export Administration Act, or any other export laws or regulations. By using the Services, Licensee represents that Licensee is not located in, under the control of, or a national or resident of any such country or on any such list and Licensee takes full and sole responsibility for such use.
Termination:
This License is effective until terminated. INTRICITY may terminate your access to all or any part of the visualizations or related Website at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate this Agreement, you may simply discontinue using the it, uninstall, and/or destroy all copies of the Software and its documentation. This License will terminate immediately without notice from INTRICITY if Licensee fails to comply with any provision of this License. Upon termination, Licensee must destroy all copies of the visualization and its documentation and cease and desist from any further use of the Software.
Disclaimer of Warranties:
The Services are provided to Licensee on an “AS IS” and “AS IS AVAILABLE” basis. To the maximum extent permitted by applicable law, this warranty and the remedies herein are exclusive and in lieu of all other warranties and remedies, whether oral, express, implied or statutory including without limitation, warranties of fitness for a particular purpose, merchantability, warranties for latent or hidden defects. INTRICITY does not warrant that the specifications or functions contained in the Services will meet Licensee's requirements, or that the operation of the Services will be uninterrupted or error-free, or that defects in the Services will be corrected. Furthermore, INTRICITY does not warrant or make any representations regarding the use or the results of the use of the Services provided in respect of its correctness, accuracy, reliability, or otherwise. If this exclusion is not permitted by law, INTRICITY limits any express, statutory or implied warranties as to duration to the extent of this limited warranty and the repair or replacement remedy as determined by INTRICITY in its sole discretion.
INTRICITY warrants that the Visualization shall perform substantially as described in its documentation for a period of thirty (30) days from purchase.  Licensee’s sole remedy in the event of a breach of this warranty will be that INTRICITY will, at its option refund the money you paid for the Visualization.  INTRICITY does not warrant that the Software will meet your requirements or that operation of the Visualization will be uninterrupted or that the Visualization will be error-free.
Limitation of Liability:
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL INTRICITY OR THE INTRICITY AGENTS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE Services, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THESE TERMS OF SERVICE, UNDER ANY THEORY OF LAW OR FAULT OF INTRICITY OR ANY OF THE INTRICITY AGENTS, AND EVEN IF INTRICITY OR ANY OF THE INTRICITY AGENTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION SHALL NOT APPLY TO DEATH OR PERSONAL INJURY CLAIMS. INTRICITY EXCLUDES ANY LIABILITY FOR FAILURE TO REPAIR ANY Services.
NOTWITHSTANDING THE FOREGOING, THE MAXIMUM CUMULATIVE LIABILITY THAT INTRICITY SHALL INCUR HEREUNDER, WHETHER ARISING BY STATUTE, CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE ACTUAL PRICE PAID BY LICENSEE TO INTRICITY FOR THE RESPECTIVE Services WHICH FORMS THE BASIS OF THE CLAIM DURING THE TWELVE MONTH PERIOD PRIOR TO THE DATE WHEN THE APPLICABLE CLAIM AROSE.
Disclaimer of Damages:
REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT WILL INTRICITY BE LIABLE TO YOU FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT OR SIMILAR DAMAGES, INCLUDING ANY LOST PROFITS OR LOST DATA ARISING OUT OF THE USE OR INABILITY TO USE THE VISUALIZATIONS EVEN IF INTRICITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO CASE SHALL INTRICITY' LIABILITY EXCEED THE PURCHASE PRICE FOR THE VISUALIZATIONS.
The disclaimers and limitations set forth above will apply regardless of whether you (Licensee) accept the code.
Indemnification:
Licensee agrees to indemnify, defend, and hold INTRICITY and the INTRICITY Affiliates, harmless from and against any and all damages, fines, penalties, assessments, liabilities, losses, costs and expenses (including attorneys' fees, expert fees and out-of-pocket expenses) in connection with (i) Licensee's use of the Services, (ii) Licensee's violation of these END USER LICENSE AGREEMENT, (iii) Licensee's violation of any third-party rights, including any intellectual property rights, (iv) Licensee's misuse or fraudulent use of credit and debit cards, (v) any claims that the Services or any party thereof were exported or otherwise shipped or transported by Licensee in violation of applicable laws, rules and regulations, or (vi) any claim of misuse of the Services, including but not limited to any claim that Licensee is storing illegal files or data in its Account.
U.S. Government Restricted Rights:
DISTRIBUTION TO THE U.S. GOVERNMENT.  This Visualization is commercial code developed exclusively at private expense.  Use, duplication, or disclosure by civilian agencies of the U.S. Government shall be in accordance with subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights clause at 48 CFR 52.227-19.  Use, duplication, or disclosure by Department of Defense agencies is subject solely to the terms of this software licensing agreement pursuant to DFARS 227.7202. Contractor/manufacturer of the Software is INTRICITY LLC, www.intricity.com.
Publicity:
Licensee agrees that INTRICITY may refer to the name of Licensee name or corporation as a customer of INTRICITY, both internally and in externally published media. Licensee may opt out of this by sending a request to sales@intricity.com.
Equitable Relief:
The parties agree that irreparable damage would occur if any provision of the END USER LICENSE AGREEMENT were not performed in accordance with the terms hereof and that INTRICITY shall be entitled to equitable relief, including injunctive relief or specific performance of the terms hereof (without any requirement to post bond or guarantee), in addition to any other remedy to which INTRICITY are entitled at law or in equity.
General:
This Agreement will be governed by the laws of the State of New York. This Agreement may only be modified by a license addendum which may accompany or be added to this license. Should you have any questions concerning this Agreement, or if you desire to contact INTRICITY for any reason you may do so by visiting https://store.intricity.com/pages/about-us.
Miscellaneous:
The delay or failure of either party to exercise any right provided in these Terms of Service shall not be deemed a waiver. The END USER LICENSE AGREEMENT: (i) may not be amended by Licensee, but INTRICITY may amend the END USER LICENSE AGREEMENT from time to time and shall post any amended END USER LICENSE AGREEMENT on its website at https://store.intricity.com/pages/visualization-licensing, (ii) constitutes the entire understanding between the parties with respect to the subject matter of these END USER LICENSE AGREEMENT and supersedes all written and oral prior agreements, negotiations and discussions between the parties relating to it, and (iii) is for the sole benefit of INTRICITY and Licensee and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of the END USER LICENSE AGREEMENT. If any provision of the END USER LICENSE AGREEMENT shall be held to be illegal, void or unenforceable by any court of competent jurisdiction or arbitral tribunal, such provision shall be of no force and effect and shall not impair the enforceability of any other provision of the END USER LICENSE AGREEMENT and the parties agree that the relevant provision shall be deemed replaced by such provision which is binding and enforceable and which differs as little as possible from the non-binding and/or non-enforceable provision, taking into effect the object and purpose of the END USER LICENSE AGREEMENT. Except as expressly set forth herein, the remedies of the parties under the END USER LICENSE AGREEMENT are cumulative and will not exclude any other remedies to which the respective party may be lawfully entitled. All notices must be in writing and shall be mailed by registered or certified mail (effective on the third day following the date of mailing), or sent via email to sales@intricity.com (with evidence of effective transmission). Licensee may not assign, pledge or otherwise transfer these END USER LICENSE AGREEMENT, nor any rights or obligations hereunder in whole or in part to any entity. Paragraph headings are for convenience and shall have no effect on interpretation.