THANK YOU FOR SELECTING REPORTABLE (or, “Company”).
READ THE FOLLOWING LICENSE AGREEMENT CAREFULLY AND IN FULL. IT CONTAINS MATERIAL INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS RELATED TO THE USE OF REPORTABLE’S SOFTWARE AND THE SERVICES ITS SOFTWARE PROVIDES.
FOR THE PURPOSES OF THIS AGREEMENT, CUSTOMER AND REPORTABLE MAY BE REFERRED TO EACH AS A “PARTY” AND TOGETHER AS THE “PARTIES.”
- WHAT’S INCLUDED:
Customer acknowledges that through its subscription payments to Company it is granted access to the Software and Services. Customer further acknowledges that at no time shall it be entitled to download, distribute, install or otherwise redistribute the Software in any form not explicitly covered by this Agreement. Benefits and specifications of a subscription to REPORTABLE’s software provide the CUSTOMER with the right to:
- Create queries that identify publicly-available online mentions of key terms and phrases from various sources that are determined by the plan you self-select
- Receipt of automated reports that display the results of these queries, called “briefs” on a predetermined basis by the CUSTOMER.
- Ability to generate custom briefs from the results of automated briefs.
- A limit of queries and users based on the selected plan
- A limit of up to 50,000 mentions per query per month.
By accepting these terms, the CUSTOMER agrees to pay REPORTABLE on the first day of each term through a credit card, debit card or directly through a bank account that the CUSTOMER puts on file with REPORTABLE. The amount paid will be self-selected by the CUSTOMER according to the plans provided on the REPORTABLE website. Further, the CUSTOMER authorizes REPORTABLE to store payment credentials, and to charge the CUSTOMER and take payment (one time or recurring) from a CUSTOMER using payment credentials on file, until such time as the agreement is terminated by the CUSTOMER or REPORTABLE. The CUSTOMER has the option to upgrade to a higher plan at any time. If the CUSTOMER upgrades during a billing cycle, CUSTOMER authorizes REPORTABLE to charge the CUSTOMER a prorated amount based on the days remaining in the current term. If the CUSTOMER downgrades during a billing cycle, the downgrade will not be effective until the end of the current term.
This Agreement is effective upon the CUSTOMER’s acceptance of its terms. The Customer understands that access to the Software ends when one of the following events takes place: 1) Customer fails to make a subscription payment; 2) Customer violated the Company Acceptable Use Policy (“AUP”) or 3) Customer cancels its subscription with a 30-day written notice and Customer’s account is paid in full. Further, CUSTOMER may terminate this agreement by selecting the CANCEL SUBSCRIPTION button under the user settings. Termination shall not affect the rights and obligations of any incomplete term.
REPORTABLE reserves the right, in its sole discretion, to change, modify or otherwise alter these terms and rates, or any policy or guideline applicable to the software and services, at any time. If the Company does so, the Company will make reasonable efforts to communicate these changes to the CUSTOMER via email at the email address(es) provided in the CUSTOMER account settings. In addition, REPORTABLE will post a notification in the software. No rate changes will become effective without at least 30 days of notification.
Either Party may immediately terminate this Agreement if the other Party materially breaches the terms of this Agreement and such breach is not cured within thirty (30) days of the breaching Party’s receipt of notice thereof. If REPORTABLE terminates this Agreement because of CUSTOMER’s material breach – including but not limited to the CUSTOMER’s violation of its Third-party Proprietary Content obligations — the CUSTOMER shall pay REPORTABLE the remaining balance, if any, for the remaining term of the agreement within 30 days of contract termination.
At times, the Deliverables that REPORTABLE provides to the CUSTOMER pursuant to Projects shall include information owned and/or controlled by third-party content providers (hereinafter “Third-party Proprietary Content). Before using any Third-party Proprietary Content, CUSTOMER shall obtain and maintain all necessary licenses, approvals and consents required by the owners of such content. When using Third-Party Proprietary Content, CUSTOMER shall comply with all restrictions and conditions set forth in any applicable license, approval, and/or consent – including but not limited to restrictions on further dissemination of the content and/or paying the content owners any additional fees. REPORTABLE shall provide notice to CUSTOMER of any Deliverables that contain Third-party Proprietary Content and CUSTOMER shall have the right to reject such Deliverables if it does not wish to seek a license, approval and/or consent to the use of such Third-party Proprietary Content.
The CUSTOMER represents it has obtained and shall maintain all necessary licenses, approvals and consents to use any corporate logo or branding materials where the option is made available within the REPORTABLE software. CUSTOMER shall comply with all restrictions and conditions set forth in any applicable license, approval, and/or consent from the owner of such logos and branding materials.
Provided that REPORTABLE has met its obligations in this agreement with regard to Third-party Proprietary Content, Corporate logos and branding materials, CUSTOMER shall do the following relating to any claim, suit, or proceeding brought against REPORTABLE by a third-party relating to the CUSTOMER’s use of Third-party Proprietary Content:
- Provide and pay for a commercially reasonable legal defense; and
- Indemnify REPORTABLE for any losses, damages, expenses (including reasonable attorney’s fees) relating to CUSTOMER’s use of Third-Party Proprietary Content
- CUSTOMER shall not have the right to require REPORTABLE to (a) admit fault or settle any claim, suit, or proceeding or (b) to participate in the defense or settlement of any claim, suit, or proceeding.
Each Party agrees that during the term of this Agreement and for three years thereafter, it shall take all steps reasonably necessary to hold the other Party’s Proprietary Information in trust and confidence (including but not limited to appropriate physical and cybersecurity precautions), shall not use Proprietary Information in any manner or for any purpose not expressly set forth in this Agreement, and shall not disclose any such Proprietary Information to any third-party without first obtaining the other Party’s express written consent on a case-by-case basis. “Proprietary Information” means all information, documentation, and other property of a disclosing Party that is Marked “Proprietary” or “Confidential”. Notwithstanding the other provisions of this Agreement, nothing received by either Party shall be considered to be Proprietary Information if (1) it has been published or is otherwise readily available to the public other than by a breach of this Agreement; (2) it has been rightfully received by a receiving Party from a third-party without confidential limitations; (3) it has been independently developed by personnel or agents having no access to the Proprietary Information; or (4) it was known to the receiving Party prior to its first receipt from the disclosing Party.
The CUSTOMER share create usernames, passwords and/or other unique identifiers (collectively “User Codes”) as part of using REPORTABLE’S software. The CUSTOMER is responsible for the security and confidentiality of the User Codes and agrees not to disclose them to any unauthorized party. REPORTABLE is not responsible for any breach of security caused by CUSTOMER’s failure to maintain the confidentiality and security of any of the User Codes. If the CUSTOMER believes the confidentiality or security of any or all of the User Codes has been compromised or any Deliverable provided by REPORTABLE has been subject to unauthorized access in any way, the CUSTOMER shall immediately notify REPORTALE. REPORTABLE reserves the right to revoke or modify all User Codes at any time with or without prior notice – subject to its obligations to complete any Projects.
CUSTOMER’S USE OF REPORTABLE’S SOFTWARE AND SERVICES AND ANY THIRD PARTY MATERIALS OR THIRD PARTY SERVICES IS ENTIRELY AT THE CUSTOMER’S OWN RISK AND ARE PROVIDED “AS IS.” REPORTABLE DOES NOT GUARANTEE THAT ITS SOFTWARE IS OR WILL BE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, DATA LOSS, ERRORS, THEFT OR DESTRUCTION. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REPORTABLE AND ITS THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OR CONDITION THAT REPORTABLE’S SOFTWARE AND SERVICE OR THIRD PARTY MATERIALS OR THIRD PARTY SERVICES ARE OR WILL:
- BE FIT FOR A PARTICULAR PURPOSE;
- DO NOT OR WILL NOT INTERFERE WITH OR INFRINGE OR MISAPPROPRIATE ANY INTELLECTUAL PROPERTY RIGHTS;
- BE FREE OF ANY ERRORS IN THE ACCURACY OF CONTENT.
EXCEPT FOR CLAIMS (I) BROUGHT BY A PARTY ARISING FROM THE OTHER PARTY’S VIOLATIONS OF THE INTELLECTUAL PROPERTY RIGHTS OF SUCH PARTY, (II) BY THIRD-PARTY PROPRIETARY CONTENT OWNERS, (III) RELATING TO THE INTENTIONAL INFLICTION OF PHYSICAL OR FINANCIAL HARM AND/OR (IV) RELATING TO EITHER PARTY’S BREACH OF CONFIDENTIAL INFORMATION, IN NO EVENT SHALL EITHER PARTY’S LIABILITY FOR DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED THE AMOUNT CUSTOMER PAID TO REPORTABLE UNDER THIS AGREEMENT DURING THE TWELVE MONTHS BEFORE ANY CLAIM IS MADE. THIS LIMITATION DOES NOT ALTER OR LIMIT CUSTOMER’S OBLIGATION TO FULFILL ITS PAYMENT OBLIGATIONS.
- If any provision of this Agreement is held to be unenforceable, the enforceability of the remaining provisions shall in no way be affected or impaired thereby. This Agreement and any disputes arising hereunder shall be governed by the laws of The Commonwealth of Massachusett A failure by any party to exercise or any delay in exercising a right or power conferred upon it in this Agreement shall not operate as a waiver of any such right or power. The parties represent and warrant that, on the date first written above, they are authorized to enter into this Agreement in its entirety and duly bind their respective principals by their use of the services provided by the Company.
- Severability. In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. If moreover, any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear.
- No Assignment. The Parties may not assign any or all their rights or obligations under this Agreement without the prior written consent of the other Party. Such consent shall not be unreasonably withheld. Notwithstanding the foregoing, such consent will not be required for CUSTOMER to assign this Agreement in the event of a merger, acquisition, corporate reorganization or sale of all or substantially all of the assets to which this Agreement relates. Any attempted assignment or transfer in violation of this provision shall be null and void.
- Notices. All notices, requests and other communications under this Agreement must be made via email, in writing, or mailed by registered or certified mail, postage prepaid. If mailed, any such notice shall be considered to have been given five (5) business days after it was mailed, as evidenced by the postmark. If emailed, any such notice shall be considered to have been given when sent, with confirmation of receipt. The mailing address for notice to either Party shall be the address shown on the signature page of this Agreement. Either Party may change its mailing address by notice as provided by this section.
- Waiver. No waiver by the Parties of any breach of this Agreement shall be a waiver of any preceding or succeeding breach. No waiver by the Parties of any right under this Agreement shall be construed as a waiver of any other right. The Parties shall not be required to give notice to enforce strict adherence to all terms of this Agreement.
- Entire Agreement. This Agreement is the final, complete, and exclusive agreement of the Parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the Parties. No modification or amendment to this Agreement nor any waiver of any rights under this Agreement shall be effective unless in writing and signed by the Party to be charged. In the event of any conflict between this Agreement and a Project Assignment, the Project Assignment shall control, but only with respect to the services set forth therein.
- Force Majeure. REPORTABLE shall not be liable for failure to perform its contractual obligations, if such failure results from an act of god, governmental act, fire, explosion, accident, industrial dispute, or any other cause beyond REPORTABLE’s reasonable control.