Terms & Conditions
Last Updated: October 14, 2020
INTANGIBLESPRING END USER LICENSE AGREEMENT
This End User License Agreement ("Agreement") is made and entered into by and between Data Insight SRL de CV, a corporation organized under the laws of the United Mexican States doing business as IntangibleSpring ("IntangibleSpring"), and you ("You" or "Your"), the user of the IntangibleSpring software and website (collectively "IntangibleSpring Software"). This Agreement will be effective when You select the "I Agree" button or you execute an associated SoW, and Your selection of the "I Agree" button or execution of an associated SoW constitutes Your manifestation of assent to the terms of this Agreement. If You do not wish to be bound by the terms of this Agreement, You must not select the "I Agree" button, execute any applicable SoW, or use the IntangibleSpring Software.
- 1. Statement of Work. This Agreement may be subject to an accompanying statement of work ("SoW"), which may more specifically define the relationship between You and IntangibleSpring. Each Statement of Work submitted by IntangibleSpring to You will be governed by this Agreement and is incorporated herein by reference. Your execution of any SoW is construed as an acceptance of all rates, prices, terms, and conditions under which IntangibleSpring will provide the IntangibleSpring Software and acceptance of all terms of this Agreement. In the event any term, provision, or condition of this Agreement conflicts with any term, provision, or condition of any SoW, the terms of the SoW will control.
- 2. Warranties. You warrant and agree that You have the right and legal capacity to enter into this Agreement and to adhere to its terms and conditions.
- 3. User Account. IntangibleSpring may provide You with the ability to register a user account ("User Account"). You recognize that You are solely responsible for maintaining the security and confidentiality of Your username and password and that You are responsible for any unauthorized access to Your User Account. In the event Your User Account is accessed without Your authorization, You agree to notify IntangibleSpring immediately.
- 4. License. Subject to the terms of this Agreement and conditional upon payment for a User Account, IntangibleSpring grants You a limited, non-exclusive, non-transferable, worldwide, and revocable license to use the IntangibleSpring Software in executable form and for its customary and intended purposes.
License Conditions. As a condition of the license granted to You under the terms of this Agreement, You are expressly prohibited from the following:
- 1. Distributing, framing, emulating, cloning, publishing, displaying, selling, assigning, sublicensing, renting, leasing, loaning, modifying, publicly displaying, publicly performing, creating derivative works of, translating, or adapting the IntangibleSpring Software;
- 2. Decompiling, reverse engineering, disassembling, or hacking the IntangibleSpring Software;
- 3. Scraping, caching, or utilizing the IntangibleSpring Software through a proxy;
- 4. Unless otherwise allowed under a group license, granting more than one user access to the IntangibleSpring Software;
- 5. Using documents downloaded from the IntangibleSpring Software after the expiration or termination Your User Account;
- 6. Circumventing the IntangibleSpring Software's technology protection measures;
- 7. Infringing upon the intellectual property or other proprietary rights of IntangibleSpring;
- 8. Exporting the IntangibleSpring Software in violation of the export controls or regulations of the laws of Your country or any other country's laws or regulations;
- 9. Using the IntangibleSpring Software to violate any applicable law, statute, regulation, ordinance, or treaty, whether national or international;
- 10. Using the IntangibleSpring Software to violate the rights of third parties, including, but not limited to, personal and proprietary rights; and
- 11. Removing or altering any proprietary notices contained within the IntangibleSpring Software, including, but not limited to, copyright and trademark notices.
- 6. Proprietary Rights. You understand and agree that the IntangibleSpring Software, including, but not limited to, its source code, data, selection and arrangement, executable code, structure, and organization, contains the valuable trade secrets and intellectual property of IntangibleSpring. Under the terms of this Agreement, You do not acquire any ownership rights to the IntangibleSpring Software or the data contained therein. You acquire only a limited license to use the IntangibleSpring Software subject to the terms of this Agreement. All other rights are reserved by IntangibleSpring.
- 7. Payment. When You register and use a User Account to access the IntangibleSpring Software, You will be charged a subscription fee ("Subscription Fee") by IntangibleSpring. The Subscription Fee and the number of licenses associated with Your subscription may be more specifically outlined in the applicable SoW. The Subscription Fee will be payable at the times specified by IntangibleSpring in the IntangibleSpring Software or SoW and may be payable on a reoccurring basis. All Subscription Fee payments for the IntangibleSpring Software are non-refundable. You represent and warrant that You will timely pay all fees and charges and You agree that IntangibleSpring will charge Your payment method on a reoccurring basis. Any disputes as to payment must be brought to IntangibleSpring's attention in writing within thirty (30) days or will otherwise be barred.
- 8. Term and Termination. The term of this Agreement will begin upon Your first accessing of the IntangibleSpring Software and will continue until the earlier of the following: (i) IntangibleSpring terminates Your access to the IntangibleSpring Software; or (ii) You cease using the IntangibleSpring Software and terminate Your User Account. IntangibleSpring reserves the right to terminate the IntangibleSpring Software or Your access to the IntangibleSpring Software for a violation of this Agreement in its sole and absolute discretion and without prior notice.
- 9. Disclaimer of Warranties and Limitation of Liability. YOU ACKNOWLEDGE AND AGREE THAT THE INTANGIBLESPRING SOFTWARE IS PROVIDED ON AN "AS-IS" BASIS AND WITHOUT WARRANTY OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY, AND NON-INFRINGEMENT. WHEREVER PERMITTED BY LAW, YOU ACKNOWLEDGE THAT INTANGIBLESPRING WILL NOT BE HELD RESPONSIBLE OR LIABLE FOR ANY CLAIMS, DAMAGES, JUDGMENTS, CHARGES, OR FEES ARISING OUT OF OR RELATED TO YOUR USE OF OR ACCESS TO THE INTANGIBLESPRING SOFTWARE, INCLUDING, BUT NOT LIMITED TO, COMPENSATORY DAMAGES, CONSEQUENTIAL DAMAGES, SPECIAL DAMAGES, INCIDENTAL DAMAGES, PUNITIVE DAMAGES, EXEMPLARY DAMAGES, COSTS AND ATTORNEYS' FEES, DAMAGES ARISING OUT OF ERRORS OR OMISSIONS, AND DAMAGES ARISING OUT OF THE UNAVAILABILITY OF THE WEBSITE OR DOWNTIME. YOU ACKNOWLEDGE THAT INTANGIBLESPRING OBTAINS ITS DATA FROM PUBLIC SOURCES AND THAT INTANGIBLESPRING WILL NOT BE HELD LIABLE OR RESPONSIBLE FOR ANY ERRORS IN THE DATA DISPLAYED THROUGH THE INTANGIBLESPRING SOFTWARE. YOU ACKNOWLEDGE THAT YOUR USE OF THE INTANGIBLESPRING SOFTWARE IS AT YOUR SOLE RISK AND THAT INTANGIBLESPRING'S LIABILITY IS LIMITED TO THE AMOUNT THAT YOU PAID TO USE THE INTANGIBLESPRING SOFTWARE OR $1,000, WHICHEVER IS LESS.
- 10. Indemnification. You agree to indemnify, defend, and hold harmless IntangibleSpring, its officers, shareholders, directors, employees, subsidiaries, affiliates, and representatives, from any and all losses, including, but not limited to, costs and attorneys' fees, arising out of or related to (i) Your use of the IntangibleSpring Software, (ii) Your violation of any term or condition of this Agreement; (iii) Your violation of the rights of third parties, including, but not limited to, intellectual property rights or other personal or proprietary rights; and (iv) violation of any law, statute, ordinance, regulation, or treaty, whether local, state, provincial, national or international. Your obligation to defend IntangibleSpring will not provide You with the ability to control IntangibleSpring's defense, and IntangibleSpring reserves the right to control its defense, including its choice of counsel and whether to litigate or settle a claim subject to indemnification.
- 11. Arbitration. Any litigation, dispute, or claim resulting from this Agreement or related to this Agreement, its non-compliance, revocation, or nullity, shall be settled by arbitration in accordance with the Mexico City National Chamber of Commerce Arbitration Rules in effect at the time of its commencement. All such claims will be decided by a single arbitrator, the place of arbitration will be Mexico City, Mexico, and English will be the language used in the arbitration proceeding. The substantive law applicable to the dispute shall be the law of Mexico.
- 12. Force Majeure. IntangibleSpring will not be responsible for any delay or failure in performance of the IntangibleSpring Software arising out of any cause beyond IntangibleSpring's control, such as acts of God, war, riots, fire, terrorist attacks, power outages, severe weather, or other accidents.
- 13. Survivability. The representations, warranties, duties, and covenants made by You under this Agreement will survive the termination of this Agreement, Your User Account, or the IntangibleSpring Software, including, but not limited to, Your duty to indemnify and defend IntangibleSpring.
- 14. Interpretation. This Agreement will be deemed to have been drafted by both parties, and the terms and conditions of this Agreement will not be interpreted against its drafter.
- 15. Assignment. You are expressly prohibited from assigning Your rights and duties under this Agreement. IntangibleSpring reserves the right to assign its rights and duties under this Agreement, including in a sale of IntangibleSpring or the IntangibleSpring Software.
- 16. Waiver and Integration. No term or condition of this Agreement or breach of this Agreement will be deemed to have been waived or consented to unless said waiver is writing and signed by the party to be charged. This Agreement is the entire agreement between the parties and supersedes all previous agreements or representations between the parties.