1. Acceptance of Agreement
2. Intellectual Property and Proprietary Rights; Restrictions on Use
The Site and any Services, including all software, information, graphics, designs, audio, animation, video and other content and materials made available through the Site (collectively “Materials”), as well as their selection, organization, arrangement, compilation, magnetic translation and digital conversion are protected by intellectual property and other laws (including copyright, trademark and patent laws), and any unauthorized use of the Site, Services or Materials may violate such laws and this Agreement. Analytic Partners, Inc. and/or third parties own all right, title and interest in and to the Site, Services and Materials, including without limitation all intellectual property and other proprietary rights therein and thereto now or hereafter in force and effect anywhere in the world. Except as expressly provided herein or otherwise agreed in writing with Analytic Partners, Analytic Partners, Inc. and its licensors and other suppliers do not grant any express or implied rights to use the Site, Services or Materials. You agree not to, and not to allow any third party to: (i) copy, republish, frame, download, transmit, modify, rent, lease, loan, sell, assign, distribute, license, sublicense, decompile, reverse engineer or otherwise attempt to derive source code from, export or otherwise transfer or create derivative works based on the Site, Services, or Materials or their selection and arrangement, except as expressly authorized herein; (ii) take any action to circumvent or defeat the security or content usage rules provided, deployed or enforced by any functionality (including without limitation digital rights management functionality) contained on the Site or within the Services; (iii) use the Site or Services to access, copy, transfer, transcode or retransmit content in violation of any law or third party rights; or (iv) remove, obscure, or alter Analytic Partners, Inc. or any third party’s copyright notices, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Site or Services. You may not use, download, or export the Site or Services in violation of any applicable laws or regulations. You may not use the Site or Services in any manner that could damage, disable, overburden, or impair our servers or networks, or interfere with any other party’s use and enjoyment of the Site or Services. In addition, you agree not to use any data mining, robots, or similar data gathering and extraction methods in connection with the Site. No part of any content, form or document may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical, other than for your internal corporate use (but not for resale or redistribution). We may take any legal and technical remedies to prevent the violation of this provision and to enforce this Agreement.
The copying, redistribution, use or publication by you of any part of the Site or Services is strictly prohibited. You do not acquire ownership rights to any content, document or other Materials viewed through the Site. The posting of information or materials on the Site by us does not constitute a waiver of any right in such information and materials.
You should assume that the trademarks, logos, and service marks (“Marks”) displayed on this Site are the property of Analytic Partners, Inc. or other third parties. You are not permitted to use the Marks without the prior written consent of Analytic Partners, Inc. Analytic Partners™, Inc, Guiding Performance & Strategy™(GPS-E), Analytic Modeling Platform™ (AMP), Adapta Data Integration™, and ROI Genome™ are the trademarks or registered trademarks of Analytic Partners, Inc. in the United States and/or other countries. All other trademarks and registered trademarks are the property of their respective owners.
4. Use of the Site, Software and Other Services
In order to use this Site and the Services available through the Site, you may need access to the World Wide Web, either directly or through devices that access web-based content. It is your responsibility to pay any service fees associated with such access. In addition, you must provide all equipment necessary to make such a connection. All software and accompanying training and/or documentation that is made available to download from this Site is the copyrighted and/or patented work of Analytic Partners, Inc. and/or its suppliers and licensors. In addition to being governed by the terms of this Agreement, the software made available on the Site is subject to additional licensing terms. In the event additional licensing terms accompany or are included with any software, or are separately agreed to in writing by you and Analytic Partners, Inc., then in addition to the terms set forth herein, all use of such software is governed by the terms of such license agreement and such terms are hereby incorporated herein by this reference. You will not be able to download, install or use any software that is accompanied by, includes or otherwise requires a license agreement unless you agree to the terms of such license agreement. In the event of any conflict between the terms of this Agreement and the terms of any such software license, the terms of the software license will prevail with respect to the use of the software and related services and documentation to which they apply. You agree that you will not decompile, reverse engineer, or otherwise attempt to discover the source code of any software available on or through the Site.
5. Limited License to Use
Subject to the terms of this Agreement, including any applicable supplemental software license terms, we hereby grant to you a limited, nonexclusive, nontransferable license to access and use the Site solely for your personal and internal corporate purposes. The viewing, printing or downloading of any software, content, graphic, form, document or other Materials from the Site grants you only a limited, nonexclusive license for use solely by your organization (and subject to any supplemental software licensing terms) and not for republication, distribution, assignment, sublicense, sale, preparation of derivative works or other use. Analytic Partners, Inc. reserves the right to revoke the authorization to view, download, and print the content available on this Site at any time, and any further use shall be discontinued immediately upon notice from Analytic Partners, Inc. The rights granted to you constitute a license and not a transfer of title. This license will automatically terminate if you do not comply with the terms of this Agreement.
6. Changes to the Site; Support.
We reserve the right in our sole discretion to edit or delete the Site, Services and any data, documents, information or other content appearing on the Site. We do not have any obligation to provide you with any maintenance or support relating to the Site or Services unless otherwise separately agreed in writing.
We may provide links to other World Wide Web sites or resources. We do not endorse and are not responsible for any data, software or other content available from non-Analytic Partners, Inc. sites or resources. You acknowledge and agree that Analytic Partners, Inc shall not be liable, directly or indirectly, for any damage or loss relating to your use of or reliance on such data, software or other content, or for the practices of any non- Analytic Partners, Inc. site or resource operator.
You agree to indemnify, defend and hold Analytic Partners, Inc., its affiliates, and its and their officers, directors, employees, suppliers/licensors, partners and attorneys (collectively, “Affiliated Parties”) harmless from any liability, loss, claim, demand, cause of action, and expense, including reasonable attorneys’ fees, arising out of or related to: (i) your breach of this Agreement; (ii) violation of applicable law; (iii) violation, infringement or misappropriation of any rights of another; or (iv) use of the Site or Services. Analytic Partners, Inc. reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, and in such case, you agree to cooperate in full at your own expense with any such defense.
9. Nontransferable; Passwords
Your right to use the Site and Services is not transferable. Any password or right given to you to obtain access, information or documents is not transferable. You are required to maintain any such passwords in confidence and shall be responsible for all access to and use of the Site and Services using your passwords or other credentials.
10. Disclaimer and Limits
THE SITE, SERVICES, INFORMATION AND MATERIALS AVAILABLE FROM OR THROUGH THE SITE ARE PROVIDED “AS-IS,” “AS AVAILABLE,” AND ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS). THE INFORMATION AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. WE DO NOT MAKE ANY WARRANTY THAT THE SITE OR SERVICES WILL MEET YOUR REQUIREMENTS OR THAT USE OF THE SITE OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE; NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE OR SERVICES OR THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES OR SITE (INCLUDING THIRD PARTY CONTENT) OR THAT ANY DEFECTS IN THE SITE OR SERVICES WILL BE CORRECTED. WE, OUR AFFILIATED PARTIES AND OUR SUPPLIERS/LICENSORS HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF ANY INFORMATION OR SERVICE AND YOU UNDERSTAND AND AGREE THAT ANY INFORMATION OR MATERIAL OBTAINED THROUGH USE OF THE SITE IS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH INFORMATION OR MATERIAL. IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, WE, OUR AFFILIATED PARTIES AND OUR SUPPLIERS/LICENSORS ARE NOT LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOST DATA, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER ARISING OUT OF OR RELATING TO BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU. THIS SITE AND THE INFORMATION WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE SITE SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT.
OUR MAXIMUM LIABILITY TO YOU UNDER ANY AND ALL CIRCUMSTANCES WILL NOT EXCEED THE PURCHASE PRICE YOU PAID FOR ANY GOODS, SERVICES OR INFORMATION FROM WHICH THE LIABILITY AROSE DURING THE PRIOR TWELVE (12) MONTH PERIOD.
NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE ABOVE LIMITATIONS THAT ARE LAWFUL IN YOUR JURISDICTION WILL APPLY AND ANALYTIC PARTNERS, INC.’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
11. Use of Information
This Agreement is effective until terminated by you or by Analytic Partners, Inc. which may occur at any time. Upon termination, you shall cease to use the Site and Services. Your rights under this Agreement will terminate automatically without notice from Analytic Partners, Inc. if you fail to comply with any term(s) of this Agreement.
This Agreement shall be treated as though it were executed and performed in New York, New York, and shall be governed by and construed in accordance with the laws of the State of New York (without regard to conflict of law principles). You agree that regardless of any statute or law to the contrary, any cause of action by you with respect to the Site (and/or any Materials, products or services related thereto) must be instituted or filed within one (1) year after the cause of action arose or be forever waived and barred. All actions shall be subject to the limitations set forth in Section 8 and Section 10. The provisions of Sections 24 and 6-14 shall survive any termination or expiration of this Agreement. You may not assign or transfer your rights under this Agreement without the prior written consent of Analytic Partners, Inc. and any assignment contrary to this provision shall be null and void. Subject to the foregoing, this Agreement will inure to the benefit of and be binding upon the successors and permitted assigns of the parties. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against either party. All legal proceedings arising out of or in connection with this Agreement shall be brought solely in New York, New York. You expressly submit to the exclusive jurisdiction of said courts and consent to extra-territorial service of process. Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed to approximate the intent of the parties consistent with applicable law and the remaining portions shall remain in full force and effect. To the extent that anything in or associated with the Site is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. Analytic Partners, Inc.’s failure to exercise any right or enforce any provision of this Agreement shall not be deemed a waiver of such right or provision.
Last Revised February 12, 2019