Last Update August 9, 2019
BY CLICKING THE "I AGREE" BUTTON OR BY ACCESSING, VISITING, BROWSING, USING OR ATTEMPTING TO INTERACT WITH ANY PART OF THIS 6 DEGREE RISK INTERNET PORTAL ("SITE") YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, DO NOT ACCESS OR USE ANY PART OF THIS WEB SITE.
All capitalized terms shall have the meaning set forth in the Definition section below or otherwise as set forth in the Subscription Agreement.
Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SUBSCRIPTION AGREEMENT, ALL SERVICES AND PROVIDER MATERIALS ARE PROVIDED "AS IS" AND PROVIDER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, AND PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR PROVIDER MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED "AS IS" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.
Limitation of Liability. IN NO EVENT WILL PROVIDER OR ANY OF ITS LICENSORS, SERVICE PROVIDERS OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES (c) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY, OR (d) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL THE AGGREGATE LIABILITY OF PROVIDER UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE AMOUNT PAID BY CUSTOMER TO PROVIDER IN THE MOST RECENT CALENDAR YEAR. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
Indemnification. You agree to indemnify, defend and hold harmless Provider and its Subcontractors and Affiliates, and each of its and their respective officers, directors, employees, agents, successors and assigns (each, a "Provider Indemnitee") from and against any and all Losses incurred by such Provider Indemnitee in connection with any Action by a third party (other than an Affiliate of a Provider Indemnitee) that/to the extent that such Losses arise out of or relate to Use of the Service Software inconsistent with the Authorization, any Prohibited Use, Customer Data, or misuse or infringement of Documentation.
Definitions. The following definitions shall apply when Capitalized. Additional capitalized terms herein shall also have the meaning set forth in the Subscription Agreement.
"Access Credentials" means any user name, identification number, password, license or security key, security token, PIN or other security code, method, technology or device used, alone or in combination, to verify an individual’s identity and authorization to access and use the Research Services.
"Authorized User" means you.
"Customer Data" means, other than Resultant Data, information, data and other content, in any form or medium, that is collected, downloaded or otherwise received, directly or indirectly from Customer or an Authorized User by or through the Research Services or that incorporates or is derived from the Processing of such information, data or content by or through the Services. Customer Data includes information reflecting the access or use of the Services by or on behalf of Customer or any Authorized User other than Resultant Data.
"Documentation" means any manuals, instructions or other documents or materials that the Provider provides or makes available to Customer in any form or medium and which describe the functionality, components, features or requirements of the Services or Provider Materials, including any aspect of the installation, configuration, integration, operation, use, support or maintenance thereof.
"Fees" means the fees paid by Customer to Provider pursuant to the Subscription Agreement.
"Harmful Code" means any software, hardware or other technology, device or means, including any virus, worm, malware or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system or network or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality or use of any data Processed thereby, or (b) prevent Customer or any Authorized User from accessing or using the Services or Provider Systems as intended by this Agreement. Harmful Code does not include any Provider Disabling Device.
"Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
"Internet Portal" shall mean the point of access to Provider’s Research Services on the internet world wide web defined by a uniform resource located provided by Provider to Customer’s Authorized Users.
"Law" means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree or other requirement of any federal, state, local or foreign government or political subdivision thereof, or any arbitrator, court or tribunal of competent jurisdiction.
"Permitted Use" means any use of the Services by an Authorized User for the benefit of Customer solely in or for Customer’s internal business operations/for any and all lawful purposes subject to the provisions of Section 3 herein provided that in no event shall the services be used for any Prohibited Use.
"Person" means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association or other entity.
"Personal Information" means any non-public information that, individually or in combination, does or can identify a specific individual or by or from which a specific individual may be identified, contacted or located, as may further be defined in applicable Privacy Laws.
"Privacy Laws" shall mean, to the extent applicable to the use by Customer, any domestic or international laws related to protection of Personal Information, including but not limited to the Children's Online Privacy Protection Act of 1998, (15 U.S.C. 6501, et seq.,), the Gramm-Leach Bliley Act of 1999 (GLBA)(P.L. 106-102), the Driver’s Privacy Protection Act of 199 (18 USC §§2721-2725), the Fair Credit Reporting Act (FCRA) (15 U.S.C. § 1681, et seq.), the Health and Insurance Portability and Accountability Act of 1996,104 P.L. 191,110 Stat. 1936, 2018 California Consumer Privacy Act (1798.140(c)), the EU Data Protection Directive (Directive 95/46/EEC) and the General Data Protection Regulation (GDPR) (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016.
"Prohibited Use" shall mean any use that is in violation of any Privacy Laws; or to directly or indirectly undertake any of the following: (a) copy, modify or create derivative works or improvements of the Services, Provider Materials or Research Data; (b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Research Services, Provider Materials, or Research Data to any Person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud or other technology or service; (c) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Research Services, Provider Materials, or Research Data in whole or in part; (d) bypass or breach any security device or protection used by the Services or Provider Materials or access or use the Research Services, Provider Materials or Research Data other than by an Authorized User through the use of his or her own then valid Access Credentials; (e) input, upload, transmit or otherwise provide to or through the Research Services or Provider Systems, any information or materials that are unlawful or injurious, or contain, transmit or activate any Harmful Code; (f) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Research Services, Provider Systems or Provider’s provision of services to any third party, in whole or in part; (g) remove, delete, alter or obscure any trademarks, Specifications, Documentation, end user license or service agreement, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Research Services, Provider Materials or Research Data, including any copy thereof;
(h) access or use the Research Services, Provider Materials or Research in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction or disclosure of the data of any other Provider customer, or that violates any applicable Law;(i) access or use the Research Services or Provider Materials for purposes of competitive analysis of the Research Services, Provider Materials, or Research Data, the development, provision or use of a competing software service or product or any other purpose that is to the Provider’s detriment or commercial disadvantage; or
(j) run or install any computer software or hardware on our products, services or network; use any technology to automatically download, mine, scrape or index our data, or in any way download the Research Data in bulk; (k) automatically connect (whether through APIs or otherwise) our data to other data, software, services or networks, (l) otherwise access or use the Services, Provider Materials and Research Data beyond the scope of the authorization granted herein; or
(m) use the Services, Provider Materials or Research Data in any way in violation of Privacy Laws.
"Process" means to take any action or perform any operation or set of operations that the SaaS Services are capable of taking or performing on any data, information or other content, including to collect, receive, input, upload, download, record, reproduce, store, organize, compile, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate or make other derivative works or improvements, process, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose or otherwise provide or make available, or block, erase or destroy. "Processing" and "Processed" have correlative meanings.
"Provider Materials" means the Service Software, Specifications, Documentation and Provider Systems and any and all other information, data, documents, materials, works and other content, devices, methods, processes, hardware, software and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans or reports, that are provided or used by Provider or any Subcontractor in connection with the Services or otherwise comprise or relate to the Services or Provider Systems. For the avoidance of doubt, Provider Materials include Resultant Data and any information, data or other content derived from Provider’s monitoring of Customer’s access to or use of the Services, but do not include Customer Data.
"Research Data" means the database content made available for Research Services by Provider.
"Research Reports" means results of research undertaken by Authorized Users that are generated via utilization of Research Services.
"Resultant Data" means information, data and other content that is derived by or through the Services from Processing Customer Data and is sufficiently different from such Customer Data that such Customer Data cannot be reverse engineered or otherwise identified from the inspection, analysis or further Processing of such information, data or content.
"Research Services" means the Processing of Research Data and generation of Research Reports utilizing Service Software accessed by Authorized Users via the Internet Portal.
"Service" shall mean Provider’s 6 Degree Risk software as a service provided via the Internet Portal.
"Service Software" means the Provider software application or applications and any third-party or other software that provide the 6 Degree Risk Service, and all new versions, updates, revisions, improvements and modifications of the foregoing, that Provider provides remote access to and use of as part of the Services.
"Term" has the meaning set forth on the Subscription Page of the Subscription Agreement.
"Territory" means the Territory set forth on the Subscription Page of the Subscription Agreement
"Third Party Materials" means materials and information, in any form or medium, including any open-source or other software, documents, data, content, specifications, products, equipment or components of or relating to the Services that are not proprietary to Provider.