Terms & Conditions
Use of Site and Acceptance of Terms
By use of this website (the “Site”) of Astute, Inc., d/b/a Astute, (“Astute”), you agree to all of the terms, conditions, and notices contained or referenced in this Site (the “Terms and Conditions”). If you do not agree to these Terms and Conditions, do not use this Site. Astute reserves the right at its discretion to update or revise these Terms and Conditions. The Terms and Conditions are effective from the time they are posted on the Site. Your continued use of this Site following the posting of any changes to the Terms and Conditions constitutes acceptance of those changes.
The content of this Site is protected by copyright and portions of the Site content are also the subject of patent, trademark, service mark, trade secret, or other proprietary rights and related laws, and together constitute the intellectual property (the “IP”) of Astute or third parties. You may not copy, distribute, or create derivative works from such IP without the prior written consent of Astute. Through your use of the Site, you agree that Astute has not conferred by implication, estoppel, or otherwise any license or right under any patent, trademark, or copyright of Astute or of any third party. Systematic retrieval of data or other content from this Site to prepare any collection, compilation, database, or directory is prohibited. Product names, logos, designs, titles, words, or phrases within this Site may be trademarks, service marks, or tradenames of Astute and may be registered in certain jurisdictions and may not be used without the prior written permission of Astute. Marks owned by other entities not affiliated with Astute may appear on this Site. Astute claims no interest in those marks.
Certain pages or functionality on the Site or elsewhere may allow you to post content to the Site. If you choose to post text, photograph, or video content to the site directly or through a third party service (such as Flickr®, or YouTube®), you represent and warrant that all such content is your original work and free from material which is infringing of another’s intellectual property rights. Further, you agree, represent, and warrant that all such content is free from any offensive, illegal, or dangerous material. If you use a third party service in the posting of content, you necessarily agree to all terms and conditions of the third party service. Further, through your submission, you grant to Astute a perpetual, worldwide, royalty free license to use, alter, reproduce, and publicly or privately display, broadcast, perform, or distribute the content, in whole or in part, in any commercial or noncommercial manner, and in any media now known or hereafter developed. You further grant Astute the absolute right and permission to use your name, image, and likeness as it may be displayed or otherwise included in association with the content and hereby waive all rights to inspect or approve of any specific use of the content, waive all related rights of publicity, moral rights, and claims based upon those rights, and release, discharge, and agree to hold harmless and indemnify Astute from any liability or claims of intellectual property infringement or right of privacy or persona violation or infringement which may arise by virtue of such use of the Content. You further warrant and represent that the content does not infringe the intellectual property rights of any third party and does not contain the name, image, or likeness of any individuals without their knowledge and consent to such use as contemplated herein. You also hereby waive any claims of trademark infringement or false endorsement for use of your likeness in connection with use of the content or any image or work derived therefrom.
BY POSTING TEXT, PHOTOGRAPH, OR VIDEO CONTENT TO THE SITE EITHER DIRECTLY OR THROUGH A THIRD PARTY SERVICE, YOU AGREE AND HEREBY INDEMNIFY ASTUTE FROM ANY AND ALL DAMAGES WHICH MAY ARISE, DUE TO YOUR FAILURE TO FULFILL AND COMPLY WITH THE WARRANTIES AND REPRESENTATIONS SET FORTH HEREIN, FROM ASTUTE’S USE, ALTERATION, REPRODUCTION, SALE, OR DISTRIBUTION OF THE CONTENT IN ANY COMMERCIAL OR NONCOMMERCIAL MANNER.
Digital Millennium Copyright Act Notice. We respect the intellectual property rights of others and expect users to do the same. In appropriate circumstances and in our sole discretion, we may remove or disable access to material on our websites or hosted on our systems that may be infringing or the subject of infringing activity.
In accordance with the Digital Millennium Copyright Act of 1998, Title 17 of the United States Code, Section 512 (“DMCA”), we will respond promptly to claims of copyright infringement that are reported to the agent that we have designated to receive notifications of claims infringement (its “Designated Agent”).
Our Designated Agent is:
Mark Zablan, CEO
c/o Astute, Inc.
4400 Easton Commons, Suite 250
Columbus OH 43219
Phone Number: 614.508.6112
If you are a copyright owner (or authorized to act on behalf of the copyright owner) and believe that your work’s copyright has been infringed, please report your notice of infringement to us by providing our Designated Agent with a written notification of claimed infringement that includes substantially the following:
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material.
- Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted.
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- We will investigate notices of copyright infringement and take appropriate actions under the DMCA. Inquiries that do not follow this procedure may not receive a response.
Should you respond with information, feedback, data, questions, comments, suggestions or the like regarding the content of this Site, any such response shall be deemed not to be confidential and Astute shall be free to reproduce, use, disclose and distribute the response to others without limitation.
No Links; No Endorsement. Any links from the Site to third party websites are not an endorsement, sponsorship, or recommendation of the third parties or the third parties’ ideas, products, or services. Similarly, any references in this Site to third parties and their products or services do not constitute an endorsement, sponsorship, or recommendation.
No Guaranty of International Service or Compliance. This Site was designed for and is operated in the United States. If this Site is viewed internationally, you are responsible for compliance with applicable local laws.
Contests, Promotions, and Special Events. From time to time, Astute will hold contests, promotions, or special events for which separate terms and conditions are applicable. Such contests, promotions, or special events may or may not be linked to or run through the Site. Regardless of the context in which such a contest, promotion, or special event is promoted, administered, or held, please review the terms and conditions and privacy statements particular to all such contests, promotions, or special events, as they may differ in meaningful ways from the Terms and Conditions set forth herein.
DISCLAIMER OF WARRANTIES. ALL CONTENT INCLUDED IN OR AVAILABLE THROUGH THIS SITE (THE “CONTENT”) IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE CONTENT IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. ASTUTE DOES NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT, THAT THIS SITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED. (THIS SITE MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS.) ASTUTE MAY IMPROVE OR CHANGE ITS PRODUCTS DESCRIBED IN THIS SITE AT ANY TIME WITHOUT NOTICE. ASTUTE ASSUMES NO RESPONSIBILITY FOR AND DISCLAIMS ALL LIABILITY FOR ANY ERRORS OR OMISSIONS IN THIS SITE OR IN OTHER DOCUMENTS WHICH ARE REFERRED TO WITHIN OR LINKED TO THIS SITE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL ASTUTE BE LIABLE FOR ANY DAMAGES, INCLUDING INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SITE WHETHER BASED ON ACTIONS IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF ASTUTE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
Jurisdiction And Venue
You and Astute agree that the laws of the State of Ohio will apply to all matters arising from or relating to use of this Site, whether for claims in contract, tort, or otherwise, without regard to conflicts of laws principles. You and Astute also agree and hereby submit to the exclusive personal jurisdiction and venue of the state and federal courts located in Franklin County, Ohio.
These Terms and Conditions constitute the entire agreement between you and Astute with respect to your use of this Site and supersede all prior or contemporaneous communications and proposals, whether oral, written, or electronic, between you and Astute with respect to this Site. If any provision(s) of these Terms and Conditions are held invalid or unenforceable, those provisions shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining provisions shall remain in full force and effect.
Thank you for consideration and adherence to these terms. If you have questions regarding these Terms and Conditions, or if you would like further information regarding licensing material from Astute, please contact us via the “Contact Us” page. For Astute’s privacy statement, click here.
Copyright © 2020 Astute, Inc. All Rights Reserved.
Last Updated: May 1 2016.
PLEASE READ THIS AGREEMENT CAREFULLY. CAPITALIZED WORDS OR EXPRESSIONS SHALL HAVE THE MEANING ASCRIBED TO THEM IN THIS AGREEMENT. THIS IS AN AGREEMENT BETWEEN YOU AND IPERCEPTIONS® EFFECTIVE AS OF THE EFFECTIVE DATE. THIS AGREEMENT GOVERNS THE USE OF THE WEBSITE, THE SERVICES AND OTHER PRODUCTS AND SERVICES.BY USING, VISITING OR OTHERWISE ACCESSING THE WEBSITE OR THE SERVICES IN ANY WAY (INCLUDING BY RESPONDING TO SURVEYS OR OTHER COMMUNICATIONS RECEIVED FROM OTHER USERS OF THE WEBSITE AND/OR THE SERVICES, BY VIEWING, DOWNLOADING OR UPLOADING ANY CONTENT OR MATERIAL MADE AVAILABLE VIA THE WEBSITE OR THE SERVICES OR BY BROWSING), YOU AGREE TO BE LEGALLY BOUND BY THE TERMS OF THIS AGREEMENT. YOU REPRESENT AND WARRANT THAT (I) YOU ARE 18 YEARS OF AGE OR OLDER, (II) YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT. IF YOU DO NOT AGREE, YOU SHALL NOT USE, VISIT, SUBSCRIBE OR OTHERWISE ACCESS THE WEBSITE, SERVICES AND/OR INFORMATION CONTAINED ON THE WEBSITE. IF YOU ARE A USER LOCATED IN A COUNTRY EMBARGOED BY CANADA AND/OR UNITED STATES, OR ARE ON THE U.S TREASURY DEPARTMENT’S LIST OF SPECIALLY DESIGNATED NATIONALS, YOU ARE NOT PERMITTED TO USE, VISIT, SUBSCRIBE OR ACCESS THE WEBSITE, SERVICES AND/OR INFORMATION CONTAINED ON THE WEBSITE
YOUR USE, VISIT, SUBSCRIPTION OR ACCESS TO THE WEBSITE AND/OR SERVICES MAY INVOLVE THIRD PARTY SERVICES GOVERNED BY SEPARATE AND/OR SUPPLEMENTARY TERMS APPLICABLE MORE SPECIFICALLY TO THEM. YOU MUST READ AND AGREE TO BE BOUND BY THESE SEPARATE OR SUPPLEMENTAL TERMS GOVERNING THE USE OF SUCH THIRD-PARTY SERVICES AS A CONDITION OF USING THE PARTICULAR WEBSITE AND/OR SERVICES.
The parties hereto agree as follows:
Whenever used in this Agreement, the following terms have the meaning ascribed to them below and all other terms not defined in this Section 1 shall have the meaning ascribed to them in this Agreement:
1.2. “Content” means all audio, data, images or graphic files, video, written text, messages, survey questions and responses, sound, music, multimedia, documents, advertisements, photographs and any other information or materials that are uploaded or otherwise provided by You or on Your behalf, or by any Users through You or directly, in connection with Your or the Users’ use of the Website or the Services. Content does not include iperceptions Proprietary Material, the Software, Third Party Items, content licensed or otherwise supplied to You by iperceptions or by third party service providers, or data generated by iperceptions or third party service providers in the course of providing services or data collected by iperceptions pursuant to other agreements that You or other Users may have with iperceptions.
1.3. “Customer” means iperceptions’ customer to who iperceptions licenses the Services.
1.4. “Documentation” means the user documentation related to the use of the Website or the Services, as applicable, generally made available by iperceptions to its Customers.
1.5. “Effective Date” means the User’s first date of use, visit or access (including by responding to surveys, viewing, downloading or uploading any content or material) to the Website.
1.6. “iperceptions” means iperceptions, Inc., located at 3575 Boulevard St-Laurent Suite 310 Montreal, Québec H2X 2T7 Canada or any other successor location.
1.7. “iperceptions and Others” means iperceptions and its affiliates, its subsidiaries and their respective directors, officers, employees, agents, resellers, partners, service providers, suppliers, successors and assigns.
1.8. “iperceptions Trademarks” means graphics, logo, service marks, name or any other trade name, icon or mark identifying iperceptions’ products and/or services (including the Services) and domain names that iperceptions owns or licenses.
1.10. “Products and Services” shall have the meaning ascribed to it in Section in Section 11.
1.11. “Proprietary Material” means Website (including, without limitation, all information and screens appearing on the Website, including documents, database, website design, text, graphics, images and icons, as well as the arrangement thereof, its features, functions), Services, content, material and tools, disclosed or supplied by iperceptions or by its representatives, iperceptions Trademarks, Third Party Items, transactional and performance data related to use of the Services and all copies thereof, including all related modifications, enhancements or derivative works, and any and all related Intellectual Property Rights therein.
1.12. “Respondents” means survey respondents or other participants who interact with the Services as a result of such respondents’ or participants’ relationship with a Customer.
1.13. “Services” means any products and services provided to Customers by iperceptions or by any of its agent, reseller or partner.
1.14 “Service Level Agreement” or “SLA” means the service level commitments iperceptions makes to You during the Subscription Term, which may be changed at any time by iperceptions.
1.15. “Service Plans” means the plans for Services, each designated as the “Free”, “Plus”, “Premium” or “Professional” plan as described on the Website or any successor name. Each Service Plan may be changed from time to time by iperceptions.
1.16. “Software” means iperceptions hosted tools and object code version of software products provided to You as part of the Services under this Agreement on a standalone basis or as a component of the Services. This expression includes the Documentation and all upgrades, updates, improvements, modifications, refinements, or enhancements, extensions and revisions thereto. This expression “Software” shall not include any Third Party Software, unless expressly provided otherwise in this Agreement. iperceptions will host and retain physical control over the Software and make it available only through the Services. Notwithstanding anything to the contrary in this Agreement, no provision under this Agreement shall obligate iperceptions to deliver or otherwise make available any copies of computer programs or code from the Software, whether in object code or source code form.
1.17. “Subscription Fees” shall means the subscription fees You are required to pay under any of the Service Plans.
1.18. “Subscription Service Agreement” or “SSA” means the Subscription Service Agreement between iperceptions and a Customer to access any of the Service Plans.
1.20 “Third Party Items” means collectively Third Party Services, Third Party Software and Third Party Trademarks.
1.21. “Third Party Services” means online or offline applications, software products for third party services and/or websites which interoperate with the Services and are provided or operated by third-party entities or individuals, including any updates or upgrades thereto, if so provided by the terms of such third party services.
1.22. “Third Party Software” means standalone, online or offline software product made available by a third party vendor in connection with the Services, including any updates or upgrades thereto.
1.23. “Third Party Trademarks” means the graphics, logos, service marks, and trade names, product names and brand names and domain names owned by a third party.
1.24. “Users” means You, the Respondents, and other users of the Website and/or Services, if any, as the case may be.
1.25. “You” or “Your” means, (i) you, individually, if you are agreeing to enter this Agreement in Your own capacity, or (ii) if you enter this Agreement on behalf of a company or other legal entity, means the company or other legal entity for whose benefit you act and you, individual, warrants and represents to have the authority to bind such entity to this Agreement, (iii) You have full legal authority to bind Your employer, Users and/or legal entity, as the case may be, if You are accepting on behalf of Your employer, Users and/or legal entity, as the case may be
1.26. “Your Trademarks” means the graphics, logos, service marks, and trade names, product names and brand names and domain names You own.
1.27. “Website” means iperceptions.com and any other website made available to You and Your Users and operated by iperceptions or by its authorized third party hosting entity acting on behalf of iperceptions, and any and all sub-domains thereof.
Notwithstanding anything to the contrary in this Agreement, in order to use the Services under any of the Service Plans, You must register, open an Account, pay the required Subscription Fees and accept the terms of the SSA.
1) You acknowledge and agree that iperceptions and/or its suppliers solely and exclusively own and retain all right, title and interest in and to the Proprietary Material. Subject to the limited rights expressly licensed under Section 4, iperceptions reserve all rights, title and interest in and to the Proprietary Material. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall, or shall be deemed or construed to, assign, transfer or convey to or vest in You, your affiliates, Users or any other individual or entity, any title, rights or interest in or to any intellectual property, including in or to the Proprietary Material (including, without limitation, any Software or Documentation), other than the licenses expressly granted herein.
2) iperceptions is a trademark of iperceptions Inc. in Canada and the United States. Other trademarks, names, and logos on the Website may be the property of their respective owners. Your use of any of the Website grant You no right or license to reproduce or otherwise use any iperceptions or third-party trademarks.
3) Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license.
4. IPERCEPTIONS LICENSE & RESTRICTIONS
Subject to Your compliance with the terms of this Agreement, iperceptions grants to You a personal, limited, non-exclusive, non-transferable, without the right to sub-license, revocable license to use, visit or otherwise access the Website, upload or otherwise make available Your Content and store the same on iperceptions’ servers.
1) use the Website, Services, if any, for any reason or manner other than as permitted under this Agreement;
2) lease, license, sublicense, rent, or sell the Proprietary Material, or any part thereof, or the right to use and access the Website or Services, or any part thereof, to others;
3) bundle or incorporate the Website, Services or any part thereof, with or into any other product or service;
4) obfuscate, remove or alter any of iperceptions Trademarks, Third Party Trademarks, internet links, patent, copyright, confidentiality or proprietary notices or legends or other notices or markings that are on or in the Website, Services, Documentation;
5) disclose, harvest or otherwise collect information without that party’s express consent or engage in any copyright infringement or other intellectual property infringement of any party or disclose any information in violation or breach of a contract, or that violates an individual’s publicity or privacy rights;
6) copy or imitate part or all of the design, reverse engineer, layout, or look-and-feel of the Website or the Services, or any part thereof;
7) interfere with or disrupt the Website or the Services or servers, as determined by iperceptions in its sole discretion;
8) use the Website or the Services to collect, process, or otherwise handle in breach of any privacy laws or any other applicable laws; and
9) upload, post, email, distribute, communicate, transmit or otherwise make available any Content: (i) that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, libelous, vulgar, obscene, offensive, indecent, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable, (ii) that infringes any patent, trademark, trade secret, copyright, or other intellectual property right of any party, (iii) that User does not have the right to make available by reason of any law or contractual or fiduciary relationship (including inside information, and proprietary or confidential information obtained or disclosed in connection with an employment relationship or pursuant to a confidentiality agreement), or (iv) that comprises or includes any “junk mail”, “spam”, “chain letters”, “pyramid schemes”, or any similar form of solicitation.
5. YOUR LICENSE & RESTRICTIONS
By posting, uploading or submitting Your Content, You hereby grant to iperceptions, and its affiliates, and their partners a worldwide, non-exclusive, royalty-free, sublicensable:
1) license to use, collect, disclose, process, transfer, store the Content and all intellectual property rights with respect thereto for the performance of Services in addition to other purpose for which such Content was submitted or made available to iperceptions, without any compensation or obligation to You;
2) transferable, perpetual, irrevocable license to retain, use, sell, offer to sell, distribute, reproduce, modify, adapt, publish, publicly perform or display, and translate information that is not personally identifiable information gathered during the performance of Services for the purpose of assembling aggregated attitudinal and usage statistics.
Notwithstanding anything to the contrary in this Agreement, iperceptions reserves the right to make changes to the terms of this Agreement as deemed necessary by iperceptions.
7. OPTING OUT OF COMMUNICATIONS
Except as expressly provided otherwise in this Agreement, You and other Users have the right to opt out from receiving future communications in accordance with this Section, including for no longer receiving email invitations to take surveys which are sent by iperceptions on behalf of Customers, You can contact us (see Contact Us Section 19.2), or follow the unsubscribe instructions included in each promotional email, if any, sent to You by selecting the opt-out link in the email.
8. THIRD PARTY ITEMS
8.1. You are responsible for obtaining and maintaining all computer hardware, software and communications equipment, Internet connectivity, needed to access the Website and Services.
8.2. iperceptions may make Third Party Items available to You and to other Users. iperceptions does not endorse and has no responsibility, liability or obligations whatsoever relating to said Third Party Items and does not warrant or support any such Third-Party Items whether or not designated as “certified” or otherwise by iperceptions.
8.3. You accept the exclusive and sole responsibility for the access or use of the Third Party Items, and such access and use are at Your and the other Users’ own risks and under the disclaimer of warranties and liability limitations set forth in Sections 11 and 12 respectively of this Agreement.
8.4. Dealings between You and any third-party in connection with Third-Party Services are between You and such third party and/or its suppliers. Without limiting the foregoing,
1) Third Party Items providers may require to pay a fee in order to use said Third Party Items; and
2) Access and Use of the Third Party Items may be subject to Your acceptance of additional terms and conditions which will governing said Third Party Items.
8.5. You hereby agree on Your behalf and on behalf of the other Users, that iperceptions may allow the Third Party Items providers to access Your Content as required for the interoperation of such Third Party Items with the Services.
Support Services are available under Your Subscribed Service Plan, if any. Such support may be more amply described in the SLA.
10. YOUR REPRESENTATIONS
You hereby represent and warrant that,
1) You have validly entered into this Agreement and have the legal power to do so. You have full legal authority to bind Your employer, Users and/or legal entity, as the case may be, if You are accepting on behalf of Your employer, Users and/or legal entity, as the case may be.
2) If You are a corporation or other legal entity, this entity is validly formed and existing under the laws of its jurisdiction and it has duly authorized You to enter into this Agreement;
3) You, or any other Users, if an individual, are/is of the age of majority in his/her place of residence;
4) You warrant that You and the other Users have the right to submit Content, and the use and publication of said Content and Feedback, if any, do not violate, infringe or misappropriate the intellectual property rights of a party or any third party. Furthermore, You own or control all of the necessary rights for the licenses granted in this Agreement;
5) You warrant that You and the other Users are not citizens of an embargoed country or a prohibited end user under applicable Canadian, U.S., or other applicable country’s export and anti-terrorism laws, regulations and lists;
7) You and the other Users’ do not use the Website and Services for any unlawful purpose or purpose prohibited by this Agreement.
11. DISCLAIMER OF WARRANTIES
To the full extent permitted by law, the Websites (including, its features, functions, content), the products, Services or any part thereof, Third Party Items, all user survey or poll questions, responses or submission results thereto and all data or content obtained from or through the Website or Services (collectively “Products and Services”) are provided to, and accepted by You and other users (including Users) on an “as is”, “with all faults”, “as available” basis and without any endorsement, representation or warranty of any kind, and, without limiting the foregoing, iperceptions, its affiliates, subsidiaries, service providers, directors, employees, agents, partners, resellers, suppliers expressly disclaim, with regard to the Products and Services, or any part thereof, all warranties and representations of any kind, either express or implied, or statutory, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, accuracy, workmanlike effort, lack of negligence, quiet enjoyment, interoperability with or performance of any Third Party Items, non-infringement, and title. iperceptions does not warrant nor represent that the exercise of the rights granted under this Agreement or that the use of the Website, Services, Third Party Items, and other products or services, whether embedded in your product or otherwise, will not infringe, directly, indirectly or by inducement, any patent, trademark, copyright or other right of third parties. Without limiting the foregoing, to the full extent permitted by law, You understand and agree that Your use or the use by any user (including Users) of the Products and Services are at Your own risk and the risk of the other users (including Users).
12. LIMITATION OF LIABILITY
You expressly understand and agree that iperceptions and Others shall not be liable for any indirect, special, consequential, punitive, multiple, exemplary, incidental or aggravated damages (including, without limitation, damages for the inability to use any service or software or access data, information or content, loss or corruption of information or data, loss of business, opportunity, profits or revenues, downtime, loss of the use of any of the Products and Services, failure to realize any expected savings, transmit or receive any data, business interruption, cost of procurement of substitute goods or service or the like), whether or not foreseeable, arising out of or related to this Agreement, the use of, or inability to use, performance or non-performance, of the Products and Services, or any part thereof, whether a claim for such damages is based on warranty, contract or tort (including negligence or strict liability) product liability or otherwise, even if an authorized representative of iperceptions is advised of the likelihood or possibility of such damages. Without limiting the foregoing, and notwithstanding anything to the contrary in this Agreement, in no event shall iperceptions and Others be responsible or liable for (i) the actions or omissions of any third party supplier or vendor and shall have no liability for the use of Third Party Items; (ii) any use or misuse of any account by You or any other Users, including any and all activities associated with logins and passwords, or for any unauthorized access to or alteration of any transmissions or data, any material or data sent or received or not sent or not received, or any transactions entered into through the Website or the Services or in reliance upon any information obtained through the use of the Website or the Services; (iii) the use or performance of, the delay in providing, the failure to provide, or the inability to use or access to, the Website, the Services or materials,(iv) the deletion or accuracy, failure to store, transmit or receive transmission of any content, including Content; (v) any information, software, products or services contained in or available through the Website, the Services or Professional Services, including information, software, products and services made available by other users of the said website and services; (vi) the security, privacy, storage, or transmission of other communications originating with or involving use of Website, the Services or any part thereof; or (vii) any threatening, defamatory, obscene, offensive or illegal content or conduct of any other party or any infringement or violation of a third party’s rights, including intellectual property rights.
Notwithstanding any damages that You and other Users might incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct or general damages), the entire liability of iperceptions and Others under this Agreement and Your and the other Users’ sole and exclusive remedy for all of the foregoing and the above shall be limited to terminating this Agreement and discontinuing the use of the Website and Services and iperceptions’ entire liability under this Agreement is limited to a maximum of $100.00.
The above limitations of liability shall apply to the maximum extent permitted by law.
14. TERM AND TERMINATION
This Agreement shall automatically, without notice, become effective upon the Effective Date and shall continue indefinitely until the first to occur following events: (i) You stop using the Website or the Services, (ii) a subscription or free trial, if any, expired or has terminated, (iii) if You become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, (iv) if this Agreement is terminated for convenience and in its sole discretion by iperceptions; (v) following a request, an order for law enforcement, or iperceptions is required to do so by law. iperceptions shall have no liability for any loss and damage, compensation or claim, whether or not foreseeable, resulting from the termination of this Agreement.
15. EFFECTS OF TERMINATION
15.1 Upon termination of this Agreement, for any reason, You shall immediately cease all use of licenses granted under this Agreement, the Website, the Services, if any, the Third Party Items, if any, and,You and all other Users will lose all access to the Website, including, without limitation, to Your, data and files. Upon such termination, iperceptions retains the right, in its sole discretion,
1) to provide You and other Users access to, and the ability to export, Your data for a commercially reasonable period of time at iperceptions’ then-current rates for the applicable service,
2) unless legally prohibited, to permanently delete any files, programs, data and email messages, without notice to You. You hereby agree to such deletion and agree that iperceptions shall have no liability whatsoever for deletion of Your data pursuant to these terms;
3) iperceptions shall not be obliged to retain any of Your and other Users’ Content (including survey or poll results or responses) or to provide the same to Users and delete the Users’ Content from its database, but may elect to do so in its sole discretion. Without limiting the foregoing, iperceptions may keep Your and other Users’ data as required by law or pursuant to any order from a court.
15.2 Upon request You will return or destroy all information iperceptions and destroy any associated media. iperceptions may ask You to provide written certification of the deletion and destruction.
15.3 Termination of this Agreement will not relieve You of Your obligations and will not affect any claim arising prior to such termination.
The following Sections shall survive the expiration or earlier termination of this Agreement: 1 (note: The definitions associated with surviving clauses); 3 (Ownership); 4.2 (Restrictions), 6 (Change), 8.3, 10 (Your representations), 11 (Disclaimers of Warranties), 12 (Limitations of Liability), 13 (Indemnification), 15 (Effects of Termination), 16 (Survival), 17 (Export Controls), 18 (Links to Other Websites), 19 (General Provisions).
17. EXPORT CONTROLS
Your use of the Services, or any related technical information or materials, including posting, or uploading Your Content, software or other content via the Services, may be subject to the export, re-export, import and/or use controls laws and regulations of Canada, the United States and other countries, and You agree to comply with all such applicable laws and regulations.
18. LINKS TO OTHER WEBSITE
iperceptions may provide references, frames or hyperlinks to internet websites maintained by third parties. iperceptions does not warrant that it has reviewed such third party websites and makes no claims, representations or warranties regarding such third party websites or the contents of the same. iperceptions is not responsible for, nor does it endorse or recommend, any products or services provided by such third parties through such third party websites or by any other means.
19. GENERAL PROVISIONS
Any notice provided to iperceptions pursuant to this Agreement should be sent to iperceptions, Inc. 3575 Boulevard St-Laurent Suite 310 Montreal, Quebec H2X 2T7, Canada, Attention: Legal Counsel.
iperceptions may, at its sole option, provide You with notices, including those regarding changes to this Agreement, by email, regular mail, text message, postings on or within any of the Website or on or within the Services, if any.
19.2. Contact Us
If You have questions related to this Agreement, please email us at: firstname.lastname@example.org, write or send Your fax at:
606 Rue Cathcart, #1007
Attention: Information Officer.
19.3. Recourses – Attorneys’ Fees
1) Except as provided otherwise in this Agreement, all rights, remedies and recourses set forth in this Agreement for the benefit of iperceptions (including, without limitation, in the event of termination) shall be in addition and without prejudice to all other rights, remedies and recourses available to iperceptions.
2) Should iperceptions resort to legal proceedings in connection with this Agreement, in the event iperceptions prevails in such legal proceedings, iperceptions shall be entitled, in addition to such other relief as may be granted, to recover its reasonable attorneys’ fees and costs in such legal proceedings from You.
This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns, but You and other Users may not assign or otherwise transfer their respective rights or obligations under this Agreement without receiving the express prior written consent of iperceptions, which may be withheld in iperceptions’s sole discretion. iperceptions may assign this Agreement at any time without notice. Any assignment in violation of this Section shall be null and void.
19.5. Force Majeure
Except with regards to obligations to pay sums due hereunder, neither party shall be held responsible for any delays or failure in performance caused in whole or in part by fires, strikes, floods, embargoes, labor disputes, delays or failures of subcontractors, acts of sabotage, riots, accidents, delays of carriers, voluntary or mandatory compliance with any governmental act, regulation or request, acts of God or by public enemy, or any other causes beyond the party’s reasonable control.
19.6. Applicable Laws
1) This Agreement shall be governed by, construed and interpreted in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein, without regard to its conflict of law provisions, and the parties irrevocably attorn to the jurisdiction of the courts of competent jurisdiction of Montreal in respect of all matters and disputes arising hereunder. The parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods as well as Section 2125 of the Civil Code of Quebec. To the extent it may be applicable, You expressly exclude any applicability of the Uniform Computer Information Transactions Act.
2) Notwithstanding anything to the contrary in any statute or law to the contrary, You agree on Your behalf and on behalf of the other Users that any claim or cause of action arising out of or related to use of the Services by You or by any of the other Users must be filed within one (1) year after such claim or cause of action arose or be forever barred. You represent and warrant that You have obtained the express content for this time limitation from all other Users.
Without limiting any of Your other obligations under this Agreement or applicable law, You and other Users shall comply with all applicable laws, including, without limitation, laws related to unsolicited commercial email defamation, intellectual property, regulations promulgated by securities and exchange commission and similar regulatory authorities throughout the world, and the rules of any securities exchange, and all privacy policies or similar policies or procedures to which You and other Users may be bound that are related to Your and Your Users’ use of the Website, Services or Third Party Items, if any.
If any provision or part of any provision of this Agreement shall be held by a Court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions or part of any provision shall remain in full force and effect and the illegal, invalid or unenforceable provisions or part of any provision shall be replaced by legal provisions or part of a provision carrying to the extent legally permissible, the intent of the parties as to such illegal, invalid or unenforceable provision or part of a provision.
19.9. No Waiver
The failure of a party to exercise any right, power or option given hereunder or to insist upon the strict compliance with the terms and conditions hereof by the other party shall not constitute a waiver of the terms and conditions of this Agreement with respect to that or any other or subsequent breach thereof nor a waiver by this party of its rights at any time thereafter to require strict compliance with all terms and conditions hereof including the terms or conditions with respect to which this party has failed to exercise such right, power or option. All waivers must be in writing and signed by a party waiving its rights.
19.10. Third Party Rights
No term of this Agreement is intended to confer a benefit on, or to be enforceable by, any person who is not a party to this Agreement.
19.11. Complete Agreement
This Agreement constitutes the complete agreement between the parties with respect to its subject matter and supersedes and replaces all prior agreements, understandings, negotiations, and discussions, whether oral or written, between the parties in connection therewith.
1) This Agreement has been negotiated by the parties and their respective counsel and will be interpreted fairly in accordance with its terms and without any strict construction in favor of or against either party.
2) The headings used in this Agreement are for convenience only and do not in any way limit or otherwise affect the meaning of any terms of this Agreement.
3) In this Agreement, words importing the singular include the plural and vice versa and words importing gender include all genders.
4) The use of the terms “includes” and “including”, and similar terms, shall be deemed not to limit what else might be included.