End User License Agreement
Terms and Conditions:
User (herein “User” or “Authorized User”) acknowledges that User has been given a login and password to this software platform or access to the software API’s by OnSpot (herein “Company”) and that this access is granted under the following terms and conditions.
Company grants to User and User accepts from Company, a limited, non-exclusive, non-transferable right to access and use and permit Authorized Users to access and use the Services solely for User’s internal business use. The Services shall not be used by User or by Authorized Users for, or on behalf of, third parties that are not authorized under this Agreement.
User shall use its best efforts to ensure that the Authorized Users use the Services in accordance with the terms and conditions of this Agreement. User acknowledges that its right to use the Services will be web-based only pursuant to the terms of this Agreement and the Software will not be installed on any servers or other computer equipment owned or controlled by User or otherwise provided to User.
Intellectual Property Rights.
User acknowledges that all right, title, and interest in and to the Services and the Software, together with its codes, sequences, derivative works, organization, structure, interfaces, any documentation, data, trade names, trademarks, or other related materials (collectively, the “Company IP”), is, and at all times shall remain, the sole and exclusive property of Company. The Company IP contains trade secrets and proprietary information owned by Company and is protected by United States copyright laws (and other laws relating to intellectual property). Except the right to use the Services, as expressly provided herein, this Agreement does not grant to User any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered) or any other rights or licenses with respect to the Services or the Software.
User shall not attempt, or directly or indirectly allow any Authorized User or other third party to attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, reverse compile, disassemble, reverse engineer, download, transmit or distribute all or any portion of the Services and/or Software in any form or media or by any means.
User shall pay to Company the fees (the “Subscription Fee”) as specified in the Customer Agreement or Master Services Agreement (“Agreement”) in the amount and for the duration that User has entered and agreed to pursuant to the Agreement. The Subscription Fee shall be paid to Company . Any failure to pay or delinquencies in payment allow Company to enforce the following which includes the Section below “Company’s Rights of Service”. The following terms apply to all Users at the User and their organization level:
- Access is for single use and the login credentials provided are for the individual designated by the email address or user login name. Any work generated from this access is only for the benefit of the User and their organization. User understands and agrees that User will not use the platform for personal projects or for Users own use.
- The User credentials are for the User’s sole use, not to be shared, distributed or given to any other User or third party for access.
- For Customers, these credentials are governed by the terms of the Agreement signed between your organization and Company and all the terms of this agreement are applicable to individual Users of the platform.
- Any work generated, including but not limited to, reports, geoframes or location geometry, maps, audiences, demographic data, data appends, attribution reports, or any reporting, data output and any derivative works created in part or in whole from the data from Company’s platform are the sole property of Company.
- As long as the User and their organization are in good standing, with no past due payments and has not violated any the terms of this agreement all data created by User will be accessible via their login.
- The only data allowed to be copied and shared non-Users are : 1) the platform generated audience analytics report; 2) audience counts, which are included in the audience analytics report or in the demographic audience summary; 3) attribution reports. Any other data, report or any other form of information generated from the platform, is deemed confidential and property to Company.
- If the User does not comply with the terms and conditions as stated above; it is User’s understanding that Company in their sole discretion may revoke, re-strike or deny access to and use of the platform.
In addition to, and in no way limiting the requirements relating to the Company IP as set forth in this Agreement, User shall use its reasonable efforts (but in no case less than the efforts used to protects its own proprietary information of a similar nature) to protect all proprietary, confidential, and/or nonpublic information pertaining to or in any way connected to the Software, the Services, the Company’s financial, professional and/or other business affairs, and this Agreement (the “Confidential Information”).
User shall not disclose or publicize the Confidential Information without the Company’s prior written consent. User shall use their reasonable efforts (but in no case less than the efforts used to protects its own proprietary information of a similar nature) not to disclose and not to use the Confidential Information for their own benefit or for the benefit of any other person, third-party, firm or corporation in a manner inconsistent with the purpose of this Agreement.
The terms of confidentiality and non-disclosure contained herein shall expire five (5) years from the date of the termination of this Agreement. The restrictions on disclosure shall not apply to information which was: (i) generally available to the public at the time of disclosure, or later available to the public other than through fault of the User; (ii) already known to the User prior to disclosure pursuant to this Agreement; (iii) obtained at any time lawfully from a third party under circumstances permitting its use or disclosure to others; or (iv) required by law or court order to be disclosed.
Company warrants that it has the power and authority to grant the subscription for the Services granted to User hereunder. EXCEPT FOR THE WARRANTY SET FORTH HEREIN, THE SERVICES ARE PROVIDED “AS IS,” AND COMPANY DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABLITY OR FITNESS FOR A PARTICULAR PURPOSE.
Third Party Services.
Some services provided by the software platform rely on external services provided by Third Parties including Facebook that require a user or company account to access. By using these services through the software platform, User agrees to comply with the End User License or Terms of Service stated by those providers for their services. User is soley responsible for ensuring their usage of Third Party services is in compliance with their Terms of Service. Company makes no representation to the fitness or merchantability of the software platform when used with Third Party providers. Services offered by Company may change at any time based on the services and Terms of Service offered by the Third Parties.
Company’s Rights of Service.
Company at their sole discretion and without notice, reserves the right to limit, deny, restrict or change accesses privileges to the platform, and/or to change the features and functionality as well as the costs associated to or for the services offered by Company.
The provisions of this agreement shall survive termination of this Agreement.