Insight Cloud Terms
Welcome to Seek. We strongly encourage you to review the full Terms of Service that are below, all of which apply to your use of Seek Products.
Terms of Service
The terms of service (The “Terms”) create a legally binding contract between the entity specified as a Customer (“Customer”) and Knoema Corporation DBA Seek (“Seek”). The terms govern customers use of the software and provision of any associated professional services. Customer agrees that the terms, including any applicable orders, statements of work, policies, or ancillary agreement (Collectively, the “Agreement”) and understanding of the parties regarding the subject matter here of and supersedes all prior and contemporaneous oral and written agreements. The individual accepting the terms on customer’s behalf represents that such individual is of legal age and has the authority to bind customer. Seek and customer are sometimes referred to individually as a “Party” and collectively as the “Parties”
Definitions
1.1 “Authorized User” means any individual employee, contractor, or third-party agent authorized by Customer to use the Software licensed under the Agreement. The number of Users associated with each Subscription is indicated in the Order(s).
1.2 “Confidential Information” means any information, maintained in confidence by a Disclosing Party, communicated in written or oral form, marked as proprietary, confidential or otherwise so identified, and/or information that by its form, nature, content, or mode of transmission a reasonable recipient would deem confidential or proprietary, including Seek’s offer, pricing, and any benchmark data or results produced. Customer hereby acknowledges that the Software contains valuable trade secrets and Confidential Information of Seek.
1.3 “Customer Data” means all data provided by Customer to Seek or collected or accessed by Seek at the direction of Customer to enable Customer to use the Software or to obtain Professional Services from Seek.
1.4 “Customer Systems” means Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party service providers,
1.5 “Credits” mean those units purchased by Customer to access Insights and/or Datasets, as applicable, in Customer’s use of the Software or to otherwise utilize additional Software functionality or receive certain services from Seek. As set forth in an applicable Order and/or Statement of Work, Customer consumes a certain number of Credits when Customer accesses Insights, Datasets, utilizes additional Software functionality, and/or receives certain services from Seek. Credits purchased by Customer expire at the end of the Initial Term or an applicable Renewal Term. Customer may not rollover any unused Credits at the end of the Initial Term or an applicable Renewal Term to the following Renewal Term. Customer shall not be entitled to a refund for any Credits not used by Customer upon expiration or termination of the Initial Term or an applicable Renewal Term.
1.6 “Dataset” means that set of rows and columns of alphanumeric content structured for use in the Software. Datasets may consist of content derived from Seek data, third party data, and/or public data.
1.7 “Documentation” means all written and electronic information and materials made generally available by Seek to Customer relating to the access, use, operation or functionality of the Software, including technical and user manuals and operating instructions. The term “Documentation” does not include any third-party content posted to a Seek Insight Platform, content published in user forums hosted or moderated by Seek, content related to any future functionality, or communications exchanged between Seek and Customer, unless such communications are specifically identified as Documentation within an applicable Order.
1.8 “Insights” mean business analytics outputs associated with use of the
Seek Insight Platform.
1.9 “Order” means the online interface or document by which Customer procures a Subscription for the Software.
1.10 “Professional Services” means the installation, integration, configuration, consulting and/or training services provided to Customer by Seek or its designated subcontractors as set out in an applicable Statement of Work.
1.11 “Software” means the software-as-a-service offering(s) set forth in an applicable Order.
1.12 “Statement of Work” means a document describing Professional Services to be provided by Seek to Customer. For purposes of the Agreement, a Statement of Work shall constitute an “Order.”
1.13 “Subscription” means the License as described in an Order.
1.14 “Support” means the technical support for the Software as specified in Section 5 below.
1.15 “Third Party Data” means data collected, purchased, licensed or otherwise procured by Seek on Customer’s behalf from third-party data providers.
Use of the Software
2.1 License Grant for Software. Subject to the terms and conditions of the Agreement, Seek grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable right and license to use and access the Software, applicable Datasets, and Documentation solely for Customer’s own internal business purposes, in accordance with the Documentation (the “License”). Customer agrees to use the Software in accordance with the licensing metrics as posted on Seek’s website or an applicable Order. If Customer’s affiliates use the Software, Customer warrants that Customer has the authority to bind those affiliates and Customer agrees to be liable if such affiliates do not comply with the Agreement. Any such use by Customer’s affiliates will count toward the licensing metrics set forth in an applicable Order and, if applicable, will consume Credits at the rate(s) set forth in such Order or Statement of Work.
2.2 Authorized Users. Each Authorized User is required to have a unique username and password that cannot be shared. Customer shall not circumvent, or attempt to circumvent, the requirements for an individual login for each Authorized User, any license requirement, security devices, access logs or other measures provided. Seek may supply administrator login credentials which enable Customer to assign usernames and passwords to Authorized Users. Customer assumes sole responsibility for use of any such credentials and shall notify Seek immediately if such credentials are, or are suspected to have been, misappropriated. Customer is responsible for all acts and omissions of Customer’s Authorized Users as if they were Customer’s acts and omissions. Limitations on Use.
By using the Software, Customer agrees not to (a) modify, prepare derivative works of, or reverse engineer, reproduce, translate, de-compile, or disassemble the Software or Documentation; (b) sublicense transfer, lease, rent or otherwise assign Customer’s License to any third party; (c) use the Software or Documentation in violation of applicable laws, or regulations; (d) alter or remove any proprietary rights notices or legends appearing on or in the Software or Documentation; or (e) use the Software service bureau or application service provider for other third parties.
2.3 Customer Data. Customer retains all rights to Customer Data. Seek does not own or license to Customer Data, provided however, Seek may use, modify, reproduce, and distribute Customer Data in order to provide and operate the Software. Customer warrants that (a) Customer has the right to upload or otherwise share Customer Data with Seek and (b) Customer’s uploading or processing of Customer Data in the context of the Software or Professional Services does not infringe on any rights of any third party or violate any applicable law or cause Seek to do the same. Customer and Seek agree to apply reasonable technical, organizational, and administrative security measures to keep Customer Data protected in accordance with industry standards. Seek will not view, access or process any Customer Data, except: (x) as authorized or instructed by Customer or Customer’s Users in the Agreement or in any other agreement between the parties, or (y) as required to comply with Seek’s policies, applicable law, or governmental requests. Customer will have sole responsibility for the accuracy and quality of Customer Data, the means by which Customer acquired Customer Data and Customer’s use of Customer Data with the Software. Customer shall ensure that all Customer Data provided to Seek will be stripped of any personally identifiable information and/or any protected health information. Seek may use metadata, technical data and related operations information collected from Customer’s use of the Software for internal use to develop, improve, operate and support its products and services.
2.4 Customer Systems. Unless otherwise agreed upon, Customer agrees that Customer Systems on which the Software is installed will be connected at all times to the Internet and Customer will not, intentionally or unintentionally, block, electronically or otherwise, the transmission of data required for compliance with the Agreement. Any blocking of data required for compliance under the Agreement is a material breach of the Agreement. Customer acknowledges and agrees that Seek shall have no obligation or liability with respect to Customer Systems.
2.5 Changes to the Software. Seek reserves the right to enhance, upgrade, improve, or modify features of the Software as Seek deems appropriate and in Seek’s sole discretion. Seek may offer additional functionality to the Software or premium feature improvements for an additional cost.
2.6 Proprietary Rights. Customer acknowledges and agrees that Seek or Seek’s licensors retain all proprietary right, title and interest in the Software, any data or information provided pursuant to the Software, Seek’s name, logo or other marks (collectively, the “Seek Marks”), and any related intellectual property rights, including, without limitation, all modifications, enhancements, derivative works, and upgrades thereto. Customer agrees that Customer will not use or register any trademark, service mark, business name, domain name or social media account name or handle which incorporates in whole or in part the Seek Marks or is similar to any of these.
Terms and Termination
3.1 Term. The initial term commitment for the Subscription will be as specified on an Order (“Initial Term”). The term of this Agreement shall commence upon Customer’s acceptance thereof and shall continue until the termination or expiration of the last then-current Order. After the Initial Term, the Subscription set forth on an applicable Order will automatically renew for additional 12-month periods (“Renewal Terms”), unless either Party provides notice of non-renewal at least 30 days before the current term expires. Customer will continue to receive the Subscription for any Renewal Term in exchange for payment of Seek’s then-current fees.
3.2 Termination. Either Party may immediately terminate the Agreement (a) if the other Party materially breaches its obligations and fails to cure within 30 days of receipt of written notice; (b) if a Party is adjudicated as bankrupt or makes an assignment for the benefit of creditors, or if a receiver, liquidator, administrator or a trustee is appointed for such Party’s affairs; (c) if a Party is dissolved; or (d) where permitted by applicable law.
3.3 Effect of Termination. If the Agreement or any individual Order is terminated, Customer must (a) immediately discontinue use of all Software subject to the termination, and (b) if applicable, within 30 days after such termination, at Seek’s direction, destroy or return all affected Software and Documentation and certify in writing that it has complied with this Section 3.3. After termination, Customer and Seek may enter into a separate agreement providing for the transition of certain Customer Data to Customer or its designee.
3.4 Survival. All provisions and obligations of the Agreement which by their nature should survive any termination of the Agreement will survive any such termination, including provisions and obligations with regard to accrued rights to payment, confidentiality obligations, warranty disclaimers, limitations of liability, engaging of third parties and liability for taxes and premiums.
Fees, Taxes, and Audit
4.1 Fees. Customer agrees to pay Seek the fees (“Fees”) specified in an applicable Order or Statement of Work. Unless otherwise agreed between the parties in an applicable Order, all Fees must be paid in advance. All Fees are non-refundable. Seek may distribute temporary license keys to Customer until such time as an applicable invoice is paid in full. Customer agrees that Seek may charge Customer’s payment card or bill Customer for all Fees, and Seek may take steps to update Customer’s payment card information (where permitted) to ensure that payment can be processed. Customer agrees that Customer’s credit card information and related personal data may be provided to third parties for payment processing and fraud prevention purposes. Seek may, where permitted by applicable law, suspend or terminate Customer’s access to the Software if at any time Seek determines that Customer’s payment information is inaccurate or not current. Customer is responsible for fees and overdraft charges that Seek may incur when Seek charges Customer’s card for payment. Seek reserves the right to update the price for access to the Software at any time after expiration of Customer’s then-current term. Any price changes will be effective as of Customer’s next billing cycle. In accordance with applicable law, Seek will notify Customer in a timely manner of any price changes by publishing on Seek’s website, emailing, quoting, or invoicing Customer.
4.2 Delinquent Accounts. Either Party may immediately terminate the Agreement (a) if the other Party materially breaches its obligations and fails to cure within 30 days of receipt of written notice; (b) if a Party is adjudicated as bankrupt or makes an assignment for the benefit of creditors, or if a receiver, liquidator, administrator or a trustee is appointed for such Party’s affairs; (c) if a Party is dissolved; or (d) where permitted by applicable law.
4.3 Taxes and Withholding. Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). Customer will be responsible for paying all Taxes associated with its purchases, except for those taxes based on Seek’s net income. Should any payment by Customer to Seek be subject to withholding tax by any government, Customer will reimburse Seek for such withholding tax.
4.4 Audit. Customer agrees that, upon Seek’s request during or after any Subscription period, Customer shall provide Seek in writing with a summary of its usage of the Software. Customer shall immediately owe and pay fees associated with usage in excess of the Software amounts licensed and promptly (and in no event more than 15 days after becoming aware thereof) remedy any underpayments revealed during an audit both retroactively as well as prospectively for the remainder of the Subscription term. Customer shall maintain complete, current and accurate records of the location of each copy of the Software in Customer’s possession for at least 5 years. Furthermore, Customer shall maintain the location of all Authorized Users thereof, and the number of all Authorized Users under the Agreement.
Support
Support is provided during the term of the applicable Order, pursuant to the Support terms located on https://seekinsights.com/terms-and-conditions#insight-cloud-support-terms which is incorporated herein by reference.
Professional Services
6.1 Professional Service Performance and Fees. Seek shall perform the Professional Services with reasonable care and skill pursuant to an applicable Statement of Work. Unless otherwise specified in the applicable Statement of Work, all Professional Services shall be performed on a time and materials basis. Nothing in an applicable Statement of Work may be construed as an obligation of Seek to deliver a certain result. Unless otherwise specified in the applicable Statement of Work, Customer shall reimburse Seek for the cost of travel and expenses incurred in connection with the performance of the Professional Services insofar as (a) such cost and expenses are in compliance with Customer’s travel policy; and (b) Seek substantiates such cost and expenses with receipts. All costs or expenses in compliance with Customer’s travel policy which have already been incurred by Seek in the performance of the Professional Services, prior to an early termination of the Statement of Work by Customer, shall be borne by Customer.
6.2 Rights to Professional Services. Except for Customer’s pre-existing intellectual property or Customer Data provided by Customer, all rights, title and interest, including moral rights in intellectual property to or arising from any Professional Services, shall be owned solely by Seek or its licensors. Seek grants to Customer a non-exclusive, non-licensable, non-sublicensable, non-transferable right to use the Professional Services and all works derived therefrom during the applicable Subscription term and solely in connection with the Software
Warranties
SEEK WARRANTS THAT THE SOFTWARE WILL CONFORM TO THE DOCUMENTATION UNDER NORMAL USE. SEEK DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SOFTWARE WILL BE TIMELY, UNINTERRUPTED OR ERROR FREE, OR OPERATE IN COMBINATION WITH ANY SPECIFIC HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SOFTWARE WILL MEET CUSTOMER’S REQUIREMENTS, OR (C) ALL ERRORS OR DEFECTS WILL BE CORRECTED. THE PARTIES ACKNOWLEDGE AND UNDERSTAND THAT THE SOFTWARE IS PERMITTED TO CONTAIN CUSTOMARY LICENSE KEYS, SUCH AS KEYS LIMITING THE NUMBER OF AUTHORIZED USERS IN ACCORDANCE WITH THE APPLICABLE ORDER(S) AND RESTRICTING ACCESS AFTER TERMINATION OR EXPIRATION OF A THEN-CURRENT SUBSCRIPTION TERM. USE OF THE SOFTWARE IS AT YOUR SOLE RISK. SEEK’S ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY UNDER THIS WARRANTY WILL BE, AT SEEK’S SOLE OPTION AND SUBJECT TO APPLICABLE LAW, TO PROVIDE CONFORMING SOFTWARE, OR TO TERMINATE THE NON-CONFORMING SOFTWARE OR THE APPLICABLE ORDER, AND PROVIDE A PRO-RATED REFUND OF ANY PREPAID FEES FROM THE DATE CUSTOMER NOTIFIES SEEK OF THE NON-CONFORMANCE THROUGH THE END OF THE REMAINING TERM. TO THE EXTENT PERMITTED BY APPLICABLE LAW, SEEK DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES AND CONDITIONS, THEREFORE SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO CUSTOMERS LOCATED IN THOSE JURISDICTIONS.
Confidentiality
Each Party (the “Receiving Party”) understands that the other Party (the “Disclosing Party”) has disclosed or may disclose Confidential Information. The Receiving Party agrees to (a) take reasonable precautions to protect such Confidential Information and (b) not use (except as otherwise permitted herein) or divulge to any third-party any Confidential Information. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to its directors, managers, officers, employees, subcontractors, consultants, representatives and agents (collectively, the “Representatives”) who are required to have such Confidential Information in order to carry out the purposes of the Agreement and who have signed a non-disclosure agreement or are otherwise bound by confidentiality obligations at least as restrictive as the provisions of the Agreement. Each Party shall be responsible for any breach of confidentiality by its Representatives. Nothing herein shall prevent a Receiving Party from disclosing any Confidential Information as necessary pursuant to any court order, the lawful requirement of a governmental agency, or when disclosure is otherwise required by applicable law; provided, however, that prior to any such disclosure, the Receiving Party shall use reasonable efforts to (x) promptly notify the Disclosing Party in writing of such requirement for disclosure, and (y) reasonably cooperate with the Disclosing Party in protecting against or minimizing any such disclosure or obtaining a protective order. Upon expiration or termination of the Agreement or at the Disclosing Party’s request, the Receiving Party shall return or destroy the Disclosing Party’s Confidential Information and certify the same to the Disclosing Party. Any breach of the confidentiality obligations set forth in this Section 8 would constitute a material breach of the Agreement, which the Receiving Party acknowledges may cause irreparable harm to the Disclosing Party, leaving it without an adequate remedy at law. Such a breach shall entitle the Disclosing Party to seek injunctive relief in addition to all other remedies, without the necessity of posting of a bond or other security in connection therewith. The confidentiality obligations contained in the Agreement will remain in effect for a period of 2 years following the termination of the Agreement and, in the case of Confidential Information that constitutes a trade secret under applicable law, for so long as such Confidential Information remains a trade secret.
Indemnification
9.1 Customer Indemnification Obligations. Customer agrees to defend, indemnify and hold Seek, its affiliates and licensors, and each of their respective officers, employees, directors, managers, partners, and agents harmless from any and all losses, damages, expenses (including reasonable attorneys’ fees), rights, claims, or actions of any kind arising out of or relating to: (a) Customer’s or any Authorized User’s breach of Section 2 of the Terms, (b) Customer’s violation of applicable law, or (c) any third party claim brought against Seek alleging that materials maintained on behalf of Customer or Customer Data used in connection with the Software infringes or misappropriates any patent subsisting, copyright, trademark or trade secret of a third party.
9.2 Seek Indemnification Obligations. Seek shall defend, indemnify and hold Customer and its affiliates and licensors, and each of their respective officers, employees, directors, managers, partners, and agents from and against any third-party claim brought against Customer that Customer’s use of the Software in accordance with the terms herein infringes or misappropriates any patent subsisting, copyright, trademark or trade secret. If any part of the Software become or, in Seek’s opinion, is likely to become the subject of any injunction preventing its use as contemplated herein, Seek may, at its sole option: (a) procure for Customer the right to continue using the affected Software, (b) replace or modify the affected Software with functionally equivalent software so that it does not infringe, or, if either (a) or (b) is not commercially feasible, (c) terminate the Subscription and refund the Subscription fee received from Customer for the affected Software less a usage charge based on a 12-month amortization schedule.
9.3 Exceptions to Seek Indemnification Obligations. Seek shall have no liability for any third-party claim of infringement based upon: (a) use of other than the then current, unaltered version of the Software, unless the infringing portion is in the then current, unaltered release; or (b) use, operation or combination of the Software with non-Seek programs, data, equipment or documentation if such infringement would have been avoided but for such use, operation or combination.
9.4 Indemnification Procedures. As a condition to any right to indemnification under the Agreement, the indemnified Party must: (a) promptly give the indemnifying Party written notice of any applicable claim or proceeding; (b) give the indemnifying Party sole control of the defense and settlement of the claim or proceeding (except that the indemnifying Party may not settle any claim or proceeding unless it unconditionally releases the indemnified Party of all liability); and (c) give the indemnifying Party all reasonable assistance, at the indemnifying Party’s expense.
THIS SECTION STATES THE INDEMNIFYING PARTY’S SOLE LIABILITY TO, AND THE INDEMNIFIED PARTY’S EXCLUSIVE REMEDY AGAINST, THE OTHER PARTY FOR ANY CLAIM OR PROCEEDING SUBJECT TO INDEMNIFICATION HEREUNDER.
Limitations of Liability
10.1 Limitation on Direct Damages. EXCEPT FOR A PARTY’S WILLFUL BREACH OF A MATERIAL TERM OF THE AGREEMENT, A PARTY’S AGGREGATE LIABILITY FOR DAMAGES (DIRECT OR OTHERWISE) CONCERNING PERFORMANCE OR NON-PERFORMANCE IN ANY WAY RELATED TO OR ARISING FROM OR UNDER THE AGREEMENT, AND REGARDLESS OF WHETHER THE CLAIM FOR SUCH DAMAGES IS BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE PORTION OF THE FEES RECEIVED BY SEEK FROM CUSTOMER FOR THE 12-MONTH SUBSCRIPTION PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
10.2 Indirect Damages Disclaimer. NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL LOSS, EXEMPLARY OR OTHER SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES ARISING OUT OF OR RELATING TO: (A) LOSS OF DATA, (B) LOSS OF INCOME, (C) LOSS OF OPPORTUNITY, (D) LOST PROFITS, OR (E) COSTS OF RECOVERY, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR VIOLATION OF STATUTE, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY.
General Terms
11.1 Third Party Data and Services. Seek may provide (a) the ability for Customer to access certain Third Party Data and (b) the capability for Customer to link to or integrate with third party sites or applications separately accessed by Customer and not purchased from Seek. Seek is not responsible for and does not endorse such Third Party Data or third party services. Customer has the sole discretion whether to purchase or connect to any third party services. Customer’s use of such Third Party Data and third party services may be governed by separate terms established by the provider of such Third Party Data or third party services. Seek disclaims all warranties, express or implied, and all liability for any Third Party Data and third party services Seek has sold or made accessible to Customer. By using the Software, Customer hereby acknowledges and agrees to any applicable license terms associated with Third Party Data and third party services, including those located at https://seekinsights.com/terms-and-conditions#3rd-party-terms. Customer acknowledges and agrees that Seek shall have no obligation or liability with respect to any Third Party Data or third party services. Customer hereby agrees that each applicable provider of Third Party Data or third party services is the intended third-party beneficiary of the Agreement and Customer’s agreement to comply with the terms thereof. In the event of a conflict between the terms and conditions of a Third Party Data provider or third party service provider’s terms and the Agreement, the Agreement shall control.
11.2 Beta Services. Seek may offer Customer access to beta services that are being provided prior to general release. Seek does not make any guarantees that these beta services will be made generally available (the “Beta Services”). Customer understands and agrees that the Beta Services may contain bugs, errors, and other defects, and use of the Beta Services is at Customer’s sole risk. Customer acknowledges that Customer’s use of Beta Services is on a voluntary and optional basis, and Seek has no obligation to provide technical support and may discontinue offering of Beta Services at any time in Seek’s sole discretion and without prior notice to Customer. Beta Services are offered “AS-IS” and to the extent permitted by applicable law, Seek disclaims any liability, warranties, indemnities, and conditions, whether express, implied, statutory, or otherwise. If Customer is using the Beta Services, Customer agrees to receive related correspondence and updates from Seek and acknowledges that opting out may result in cancellation of Customer’s access to the Beta Services. If Customer provides feedback about the Beta Services (“Feedback”), Customer agrees that Seek owns any such Feedback. For the Beta Services only, the terms in this Section 11.2 supersede any conflicting terms and conditions in the Agreement, but only to the extent necessary to resolve conflict.
11.3 Class Actions. Customer may only resolve disputes with Seek on an individual basis and Customer agrees not to bring or participate in any class, consolidated, or representative action against Seek or any of Seek’s employees or affiliates.
11.4 Security Emergencies. If Seek reasonably determines that the security of the Software or Seek’s infrastructure may be compromised due to hacking attempts, denial of service attacks, or other malicious activities, Seek may temporarily suspend Customer’s access to the Software and Seek will take action to promptly resolve any security issues. Seek will notify Customer of any suspension or other action taken for security reasons.
11.5 Force Majeure. Seek shall not be liable for, nor shall Seek be considered in breach of the Agreement due to, any failure to perform its obligations under the Agreement as a result of a cause beyond its reasonable control, including any act of God or a public enemy, terrorist act, act of any military, civil or regulatory authority; change in any law or regulation; epidemic, pandemic, freight embargo, strike, fire, flood, earthquake, storm or other like event; disruption or outage of communications, power or other utility; labor problem; unavailability of supplies; introduction of a virus, worm or similar disabling code in the Software by Customer or a third party; or any other cause, whether similar or dissimilar to any of the foregoing.
11.6 Assignment. Either Party may assign the Agreement and any of its rights or obligations hereunder to its affiliates or in connection with the transfer or sale of all or substantially all of its business, or in the event of its merger, consolidation, reorganization, or change in control or similar transaction.
11.7 Severability. If any part of the Agreement is held to be unenforceable, in whole or in part, such holding will not affect the validity of the other parts of the Agreement.
11.8 Waiver. Any failure by either Party to detect, protest, or remedy any breach of the Agreement will not constitute a waiver or impairment of any such term or condition, or the right of such Party at any time to avail itself of such remedies as it may have for any breach or breaches of such term or condition. A waiver can only occur pursuant to the prior written express permission of an authorized officer of the other Party.
11.9 Notices. All notices, instructions, requests and other communications required or permitted under the Agreement shall be in writing and shall be delivered in person or sent by either commercial overnight courier or certified or registered mail, return receipt requested, or electronic transmission to either Party at the respective addresses set forth on the applicable Order or to such other address as specified in writing by a Party to the other Party in accordance with the terms of this Section 11.9. All such notices, instructions, requests and other communications shall be deemed effective (a) immediately if delivered in person; (b) the next business day if delivered by commercial overnight courier; (c) three business days after deposit with the United States Postal Service, postage prepaid, if delivered by certified or registered mail; or (d) when delivered, if delivered by electronic transmission such as electronic mail.
11.10 Open Source Software. The Software may contain open source software (“OSS”) licensed under such OSS’s applicable license terms and not the Agreement.
11.11 Export Restrictions. Export laws and regulations of the United States and any other applicable jurisdictions apply to the Software. Customer agrees that such applicable export control laws govern Customer’s use of the Software and agrees to comply with all such applicable export laws and regulations (including “deemed export” and “deemed re-export” regulations). Customer agrees that no data, information or Software will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws, including nuclear, chemical or biological weapons proliferation, or development of missile technology. Customer represents and warrants that Customer is not: (a) located in a country that is subject to a U.S. Government embargo (e.g., an embargoed country as designated by the Office of Foreign Asset Control of the U.S. Treasury Department), or that has been designated by the U.S. Government as a “terrorist supporting” country; or (b) listed on any U.S. Government list of prohibited or restricted parties (e.g., the prohibited persons list maintained by the Bureau of Industry and Security of the U.S. Department of Commerce).
11.12 Counterparts. The Agreement, if applicable, may be executed in multiple counterparts, each of which when so executed shall be deemed to be an original, and all such counterparts shall, together, constitute one instrument. Signatures to the Agreement may be exchanged by facsimile, portable document format or other similar electronic format, and all signatures exchanged in such manner shall constitute and be deemed original signatures.
11.13 Governing Law. The Agreement shall be governed by the laws of the State of Delaware, which governing law shall control without giving effect to conflict of law principles and excluding the U.N. Convention on Contracts for the International Sale of Goods, even where adopted as a part of the domestic law of the country whose law governs the Agreement. Any suit or proceeding relating to the Agreement shall be brought exclusively before the state or federal courts located in the State of Delaware.
Any disputes arising in countries not recognizing or not executing court verdicts from the jurisdiction set forth in this Section 11.13 shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (“ICC”). Such disputes or claims shall be settled by simplified arbitration arranged by ICC in accordance with the rules of arbitration procedure adopted by ICC and in force at the time when such proceedings are commenced. Arbitration shall be conducted in the State of Delaware before one arbitrator is appointed in accordance with the ICC Rules. All arbitration shall be conducted in English. The award rendered thereon by the arbitrator shall be final and binding on the parties thereto, and judgment thereon shall be confidential and may be entered in any court of competent jurisdiction. Nothing in this Section 11.13 shall prevent either Party from applying to a court of competent jurisdiction for equitable or injunctive relief.
11.14 Interpretation. The following rules of interpretation must be applied in interpreting the Agreement: (a) the section and subsection headings used in the Terms are for reference and convenience only, and will not enter into the interpretation of the Terms, (b) all references to sections are to the sections in the Terms or, as applicable, a policy or ancillary agreement incorporated into the Terms, and (c) as used in the Agreement, the term “including” will always be deemed to mean “including without limitation.”
11.15 Use of Marks. Seek may use and display Customer’s name, logo, trademarks, and service marks on Seek’s website and in Seek’s marketing materials in connection with identifying Customer as a customer of Seek provided, however, that such advertising, promotions or similar public disclosures shall not indicate that Customer in any way endorses the Software, without prior written permission from Customer. Upon Customer’s written request, Seek will remove any such marks from Seek’s website and, to the extent commercially feasible, Seek’s marketing materials. If Seek requests, Customer agrees to participate in a case study, press release and/or cooperate with Seek in speaking to the media, and to speak at a future Seek event.
11.16 Publicity. Seek may use Customer’s name and may disclose that Customer is a licensee of the Software in Seek advertising, press, promotion and similar public disclosures with respect to the Software and Professional Services; provided, however, that such advertising, promotions or similar public disclosures shall not indicate that Customer in any way endorses any Software, without prior written permission from Customer.
11.17 Independent Contractors. In the performance of the Agreement, each Party is an independent contractor, and the employees, officers and agents of one Party will act only in the capacity of representatives of that Party and not as employees, officers or agents of the other Party.
11.18 Order of Precedence. Any conflict or inconsistency among or between the terms and conditions of the documents comprising the Agreement shall be resolved according to the following order of precedence: (a) an executed Order and (b) the Terms.
Insight Cloud Support Terms
Seek Technical Support Services Guidelines
The provision of technical support services by Seek to Customer relating to the Insight Cloud Services is subject to these Seek Technical Support Services Guidelines. All capitalized terms used herein that are not defined in these Seek Technical Support Services Guidelines shall have the respective meanings given to them in the Agreement. Notwithstanding anything to the contrary in the Agreement, in the event of any conflict between the Agreement and these Seek Technical Support Services Guidelines, these Seek Technical Support Services Guidelines shall govern. These Seek Technical Support Services Guidelines may be updated by Seek from time to time upon written notice, which may be provided through the Admin Console or by posting an updated version of these Seek Technical Support Services Guidelines to https://seekinsights.com/terms/ or its successor site(s).
Obtaining Support
1.1 Customer Eligibility. All Customers of the Insight Cloud Services are eligible for technical support services as outlined herein.
1.2 Customer Efforts to Fix Errors; Support Request Submission. Before making a Request to Seek, Customer will use reasonable efforts to fix any error, bug, malfunction, or network connectivity defect without escalation to Seek. Customer may submit a Request through the Admin Console Help if such reasonable efforts do not fix such error, bug, malfunction, or network connectivity defect.
1.3 Priority Designations. Customer will designate a priority on its submission of Requests. Seek will review Customer’s priority designation and may change Customer’s priority designation in its sole discretion if Seek believes it is incorrect. Seek will inform Customer of such change in its response to the support Request. Any priority designation assigned by Seek is final and binding on Customer.
1.4 Procedures for Acknowledgement and Resolution of Requests. When making a Request, Customer will provide all requested diagnostic information and assist Seek Support Personnel as may be required to resolve a Request.
1.5 Request Acknowledgement. Seek may respond to a Request by acknowledging receipt of the Request. Customer acknowledges and understands that Seek may be unable to provide answers to, or resolve all, Requests.
1.6 Feature Requests. If Seek deems a Request to be a Feature Request, Seek will log the Request for consideration to add to a future update or release of the Insight Cloud Services and will consider the matter closed. Seek has no obligation to respond to or resolve any Feature Request or to include any Feature Request in any future update or release of the Insight Cloud Services.
1.7 Building Applications. Seek has no obligation to write or build any Applications or write code to facilitate the access to or use of the Insight Cloud Services by any Applications.
1.8 Early Access, Alpha, and Beta. Seek has no obligation to provide technical support services for Early Access, Alpha, or Beta versions, features, or functionality of the Insight Cloud Services, However, Seek will consider Requests at such development stages on a case-by-case basis.
1.8 Early Access, Alpha, and Beta. Seek has no obligation to provide technical support services for Early Access, Alpha, or Beta versions, features, or functionality of the Insight Cloud Services, However, Seek will consider Requests at such development stages on a case-by-case basis.
Accessing Support
2.1 Support Hours and Target Initial Response Times. Seek will process Requests during the Hours of Operation, unless otherwise indicated in these Seek Technical Support Services Guidelines. Any Requests received outside the Hours of Operation will be logged and processed during the next Business Day. Initial response times are on "best effort" basis.
General Provisions
3.1 Uptime. Seek shall ensure that the Insight Cloud Services will be available excluding Maintenance, emergency unscheduled Maintenance, or Force Majeure event, 99.5% of the time in any one calendar month (first day to last day) (“the Service Level”). Seek will report the Service Level to Customer upon request.
3.2 Maintenance. To ensure optimal performance of the Insight Cloud Services, Seek performs periodic Maintenance. In most cases, Maintenance will have limited or no negative impact on the availability and functionality of the Insight Cloud Services. If Seek expects planned Maintenance to negatively affect the availability or functionality of the Insight Cloud Services, Seek will use commercially reasonable efforts to provide at least 7 days’ advance written notice of the Maintenance. In addition, Seek may perform emergency unscheduled Maintenance at any time. If Seek expects emergency unscheduled Maintenance to negatively affect the availability or functionality of the Insight Cloud Services, Seek will use commercially reasonable efforts to provide advance written notice of such Maintenance. Seek may provide any notice to Customer under this Section: (a) by sending an email to the Notification Email Address, or (b) through the Admin Console.
3.3 Language Support Generally. Seek will provide all support under these Seek Technical Support Services Guidelines in the English language.
3.4 Support Data Processing Activities. Seek collects and processes Support Data for the purpose of providing technical support services under these Seek Technical Support Services Guidelines and maintaining the Insight Cloud Services. For more information, see the Seek Privacy Policy at https://seekinsights.com/privacy-policy.
Definitions
4.1 "Business Day" means any day during the Hours of Operation.
4.2 "Feature Request" means a Request to incorporate a new feature or enhance an existing feature of the Insight Cloud Services that is currently not available as part of the existing Insight Cloud Services.
4.3 "Seek Support Personnel" means the Seek representatives responsible for handling Requests.
4.4 "Hours of Operation" means 09:00 to 17:30 Monday through Friday, Eastern Time Zone, except for holidays documented.
4.5 "Maintenance" means maintenance work that is performed on hardware or software delivering the Insight Cloud Services.
4.6 "Notification Email Address" means the email address(es) designated by Customer in the Admin Console to receive certain notifications from Seek.
4.7 "Request" means a request from a Customer to Seek Support Personnel for technical support regarding the Insight Cloud Services.
4.8 "Support Data" means Account details and the information that Customer provides to Seek for the purpose of obtaining technical support services under these Seek Technical Support Services Guidelines, including requests for support and the details provided to Seek about the specific support issue(s).
Exhibit A Knoema Supplemental Terms Addendum
Definitions
1.1 “Addendum” means this Knoema Supplemental Terms Addendum.
1.2 “Authorized User” means any individual employee, contractor, or third-party agent authorized by Customer to use the Software licensed under the Agreement. The number of Users associated with each Subscription is indicated in the Order(s).
1.3 “Customer Data” means all data provided by Customer to Knoema or collected or accessed by Knoema at the direction of Customer to enable Customer to use the Software from Knoema.
1.4 “Data Credit” means those credits purchased by Customer to pay for the consumption of Datasets. As set forth in an applicable Order, Customer consumes a certain number of Data Credits when Customer is using Datasets, including, but not limited to Knoema Datasets, third party Datasets, and Knoema public data. Data Credits purchased by Customer expire at the end of the Initial Term or an applicable Renewal Term. Customer shall not be entitled to a refund for any unused Data Credits.
1.5 “Dataset” means that set of rows and columns of alphanumeric content structured for use in the Software.
1.6 “Documentation” means all written and electronic information and materials made generally available by Knoema to Customer relating to the access, use, operation or functionality of the Software, including technical and user manuals and operating instructions. The term “Documentation” does not include any third-party content posted to a Knoema Data Hub, content published in user forums hosted or moderated by Knoema, content related to any future functionality, or communications exchanged between Knoema and Customer, unless such communications are specifically identified as Documentation within an applicable Order.
1.7 “Software” means the software-as-a-service offering(s) set forth in an applicable ordering document. “Subscription” means the License as described in an Order.
1.8 “Third Party Data” means data collected, purchased, licensed or otherwise procured by Knoema on Customer’s behalf from third-party data providers.
Use of the Software
2.1 License Grant for Software. Knoema grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable right and license to use and access the Software, applicable Datasets, and Documentation solely for Customer’s own internal business purposes, in accordance with the Documentation (the “License”). Customer agrees to use the Software in accordance with the number of Data Credits purchased by Customer and/or the use levels by which Knoema measures the Software as set forth on an applicable Order. If Customer’s affiliates use the Software, Customer warrants that Customer has the authority to bind those affiliates and Customer agrees to be liable if such affiliates do not comply with the Agreement. Any such use by Customer’s affiliates will count toward the licensing metrics set forth in an applicable Order and will consume Data Credits at the rate(s) set forth in such Order.
2.2 Authorized Users. Each Authorized User is required to have a unique username and password that cannot be shared. Customer shall not circumvent, or attempt to circumvent, the requirements for an individual login for each Authorized User, any license requirement, security devices, access logs or other measures provided. Knoema may supply administrator login credentials which enable Customer to assign usernames and passwords to Authorized Users. Customer assumes sole responsibility for use of any such credentials and shall notify Knoema immediately if such credentials are, or are suspected to have been, misappropriated. Customer is responsible for all acts and omissions of Customer’s Authorized Users as if they were Customer’s acts and omissions.
2.3 Limitations on Use. By using the Software, Customer agrees not to (a) modify, prepare derivative works of, or reverse engineer, reproduce, translate, de-compile, or disassemble the Software or Documentation; (b) sublicense transfer, lease, rent or otherwise assign Customer’s License to any third party; (c) use the Software or Documentation in violation of applicable laws, or regulations; (d) alter or remove any proprietary rights notices or legends appearing on or in the Software or Documentation; or (e) use the Software service bureau or application service provider for other third parties.
2.5 Changes to the Software. Knoema reserves the right to enhance, upgrade, improve, or modify features of the Software as Knoema deems appropriate and in Knoema’s sole discretion. Knoema may offer additional functionality to the Software or premium feature improvements for an additional cost.
2.6 Proprietary Rights. Customer acknowledges and agrees that Knoema or Knoema’s licensors retain all proprietary right, title and interest in the Software, any data or information provided pursuant to the Software, Knoema’s name, logo or other marks (collectively, the “Knoema Marks”), and any related intellectual property rights, including, without limitation, all modifications, enhancements, derivative works, and upgrades thereto. Customer agrees that Customer will not use or register any trademark, service mark, business name, domain name or social media account name or handle which incorporates in whole or in part the Knoema Marks or is similar to any of these.
Fees
Customer agrees to pay Knoema the fees (“Fees”) specified in an applicable Order. All Fees must be paid in advance. All Fees are non-refundable. Knoema may distribute temporary license keys to Customer until such time as an applicable invoice is paid in full. Knoema reserves the right to update the price for access to the Software at any time after expiration of Customer’s then-current term. Any price changes will be effective as of Customer’s next billing cycle. In accordance with applicable law, Knoema will notify Customer in a timely manner of any price changes by publishing on Knoema’s website, emailing, quoting, or invoicing Customer. Customer acknowledges and agrees that any failure by Customer to make any timely payment(s) may result in Knoema suspending or restricting Customer’s access to the Software. Customer agrees that any such suspension or restriction shall not be considered a breach of the Agreement. If Knoema restricts or suspends Customer’s access to the Software in accordance with this Section 3, Knoema may require Customer to pay an activation fee prior to resumption of access to the Software. In addition to its other rights and remedies, Knoema may, in its sole discretion, assess finance fees of 1.5% per month (or, if such fees are greater than those permitted by applicable law, the highest finance fees permitted by such law) for any late payments by Customer.
Terms and Termination
The initial term commitment for the Subscription will be as specified on an Order (“Initial Term”). The term of this Agreement shall commence upon Customer’s acceptance thereof and shall continue until the termination or expiration of the last then-current Order. After the Initial Term, the Subscription set forth on an applicable Order will automatically renew for additional 12-month periods (“Renewal Terms”), unless either Party provides notice of non- renewal at least 30 days before the current term expires. Customer will continue to receive the Subscription for any Renewal Term in exchange for payment of Knoema’s then-current fees. Customer may not terminate an Order for convenience or without cause. If the Agreement or any individual Order is terminated, Customer must (a) immediately discontinue use of all Software subject to the termination, and (b) if applicable, within 30 days after such termination, at Knoema’s direction, destroy or return all affected Software and Documentation and certify in writing that it has complied with this Section 4. All provisions and obligations of the Agreement which by their nature should survive any termination of the Agreement or an applicable Order will survive any such termination, including provisions and obligations with regard to accrued rights to warranty disclaimers and limitations of liability.
Warranties
KNOEMA WARRANTS THAT THE SOFTWARE WILL CONFORM TO THE DOCUMENTATION UNDER NORMAL USE. KNOEMA DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SOFTWARE WILL BE TIMELY, UNINTERRUPTED OR ERROR FREE, OR OPERATE IN COMBINATION WITH ANY SPECIFIC HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SOFTWARE WILL MEET CUSTOMER’S REQUIREMENTS, OR (C) ALL ERRORS OR DEFECTS WILL BE CORRECTED. THE PARTIES ACKNOWLEDGE AND UNDERSTAND THAT THE SOFTWARE IS PERMITTED TO CONTAIN CUSTOMARY LICENSE KEYS, SUCH AS KEYS LIMITING THE NUMBER OF AUTHORIZED USERS IN ACCORDANCE WITH THE APPLICABLE ORDER(S) AND RESTRICTING ACCESS AFTER TERMINATION OR EXPIRATION OF A THEN-CURRENT SUBSCRIPTION TERM. USE OF THE SOFTWARE IS AT YOUR SOLE RISK. KNOEMA’S ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY UNDER THIS WARRANTY WILL BE, AT KNOEMA’S SOLE OPTION AND SUBJECT TO APPLICABLE LAW, TO PROVIDE CONFORMING SOFTWARE, OR TO TERMINATE THE NON-CONFORMING SOFTWARE OR THE APPLICABLE ORDER, AND PROVIDE A PRO-RATED REFUND OF ANY PREPAID FEES FROM THE DATE CUSTOMER NOTIFIES KNOEMA OF THE NON-CONFORMANCE THROUGH THE END OF THE REMAINING TERM. TO THE EXTENT PERMITTED BY APPLICABLE LAW, KNOEMA DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES AND CONDITIONS, THEREFORE SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO CUSTOMERS LOCATED IN THOSE JURISDICTIONS.
Indemnification
Knoema shall defend, indemnify and hold Customer and its affiliates and licensors, and each of their respective officers, employees, directors, managers, partners, and agents from and against any third-party claim brought against Customer that Customer’s use of the Software in accordance with the terms herein infringes or misappropriates any patent subsisting, copyright, trademark or trade secret. If any part of the Software become or, in Knoema’s opinion, is likely to become the subject of any injunction preventing its use as contemplated herein, Knoema may, at its sole option: (a) procure for Customer the right to continue using the affected Software, (b) replace or modify the affected Software with functionally equivalent software so that it does not infringe, or, if either (a) or (b) is not commercially feasible, (c) terminate the Subscription and refund the Subscription fee received from Customer for the affected Software less a usage charge based on a 12-month amortization schedule.
Knoema shall have no liability for any third-party claim of infringement based upon: (a) use of other than the then current, unaltered version of the Software, unless the infringing portion is in the then current, unaltered release; or (b) use, operation or combination of the Software with non-Knoema programs, data, equipment or documentation if such infringement would have been avoided but for such use, operation or combination.
Limitations of Liability
7.1 LIMITATION ON DIRECT DAMAGES. EXCEPT FOR A PARTY’S WILLFUL BREACH OF A MATERIAL TERM OF THE AGREEMENT, A PARTY’S AGGREGATE LIABILITY FOR DAMAGES (DIRECT OR OTHERWISE) CONCERNING PERFORMANCE OR NON-PERFORMANCE IN ANY WAY RELATED TO OR ARISING FROM OR UNDER THE AGREEMENT, AND REGARDLESS OF WHETHER THE CLAIM FOR SUCH DAMAGES IS BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE PORTION OF THE FEES RECEIVED BY KNOEMA FROM CUSTOMER FOR THE 12-MONTH SUBSCRIPTION PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
7.2 INDIRECT DAMAGES DISCLAIMER. NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL LOSS, EXEMPLARY OR OTHER SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES ARISING OUT OF OR RELATING TO: (A) LOSS OF DATA, (B) LOSS OF INCOME, (C) LOSS OF OPPORTUNITY, (D) LOST PROFITS, OR (E) COSTS OF RECOVERY, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR VIOLATION OF STATUTE, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY.
General Terms
8.1 Third Party Data and Services. Knoema may provide (a) the ability for Customer to access certain Third Party Data and (b) the capability for Customer to link to or integrate with third party sites or applications separately accessed by Customer and not purchased from Knoema. Knoema is not responsible for and does not endorse such Third Party Data or third party services. Customer has the sole discretion whether to purchase or connect to any third party services. Customer’s use of such Third Party Data and third party services may governed by separate terms established by the provider of such Third Party Data or third party services. Knoema disclaims all warranties, express or implied, and all liability for any Third Party Data and third party services Knoema has sold or made accessible to Customer. By using the Software, Customer hereby acknowledges and agrees to any applicable license terms associated with Third Party Data and third party services. Customer acknowledges and agrees that Knoema shall have no obligation or liability with respect to any Third Party Data or third party services. Customer hereby agrees that each applicable provider of Third Party Data or third party services is intended third-party beneficiary of the Agreement and Customer’s agreement to comply with the terms thereof. In the event of a conflict between the terms and conditions of a Third Party Data provider or third party service provider’s terms and the Agreement, the Agreement shall control.
8.2 Open Source Software. The Software may contain open source software (“OSS”) licensed under such OSS’s applicable license terms and not the Agreement.
8.3 Export Restrictions. Export laws and regulations of the United States and any other applicable jurisdictions apply to the Software. Customer agrees that such applicable export control laws govern Customer’s use of the Software and agrees to comply with all such applicable export laws and regulations (including “deemed export” and “deemed re-export” regulations). Customer agrees that no data, information or Software will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws, including nuclear, chemical or biological weapons proliferation, or development of missile technology. Customer represents and warrants that Customer is not: (a) located in a country that is subject to a U.S. Government embargo (e.g., an embargoed country as designated by the Office of Foreign Asset Control of the U.S. Treasury Department), or that has been designated by the U.S. Government as a “terrorist supporting” country; or (b) listed on any U.S. Government list of prohibited or restricted parties (e.g., the prohibited persons list maintained by the Bureau of Industry and Security of the U.S. Department of Commerce).
8.4 Assignment. Knoema may assign the Agreement and any of its rights or obligations hereunder to its affiliates or in connection with the transfer or sale of all or substantially all of its business, or in the event of its merger, consolidation, reorganization, or change in control or similar transaction.
8.5 Order of Precedence. Notwithstanding anything to the contrary contained in the Agreement, any conflict or inconsistency among or between the terms and conditions of an Order, this Addendum, or the Agreement shall be resolved according to the following order of precedence: (a) an executed Order, (b) this Addendum, and (c) the Agreement.
Third Party Terms of Service
Crisp
For Crisp’s Terms and Conditions, please visit their website.