Last Updated: July 24, 2023
By using this Application or clicking accept to these Terms when this option is made available to you, you accept and agree to be bound by these Terms and, if accepting these Terms on behalf of an entity, you represent and warrant that you are duly authorized to bind such entity to these Terms. Any reference to “you” includes any entity you are representing when accepting these Terms. We may revise and update these Terms from time to time at our sole discretion. All changes are effective immediately when we post them and apply to all access and use of this Application and Data Files thereafter. Your continued use of this Application following the posting of the revised Terms means that you accept and agree to all changes.
By using this Application to submit a query for data matching/data evaluation within the Application, you are asking Agile and this Application to access your data (Client Data) to perform the services requested. You are providing Agile with your Client Data for Agile to perform the services you are requesting, and you acknowledge that you are the rightful owner of the Client Data you are providing to Agile. Agile and this Application will access the data files provided by you solely for the particular services you are requesting and not for any other purpose. Agile will destroy Client Data provided to Agile consistent with Agile’s data destruction schedule. Should you wish to have your Client Data handled differently, please contact us at [email protected].
OWNERSHIP; CONFIDENTIALITY. Subject to the Services performed for you using this Application, both parties acknowledge that the Client Data provided by you will be used exclusively to perform data matching/suppression/evaluation as requested by you. You acknowledge that you are the rightful owner of the Client Data you are providing, and you are authorized to submit a query for Services associated with this Client Data. Both parties acknowledge that they may receive certain proprietary, confidential information from the other in connection with Agile’s performance hereunder, including, without limitation: house files (Client Data), database products, data, computer software, processes. Both parties represent and warrant that they shall protect and preserve such Proprietary Information and shall not disclose such information to any party without the express written consent of the disclosing party. Proprietary Information shall not include information which (a) was already known to the receiving party, without restrictions, as proven by prior written records; (b) is now known to the public, or later becomes so through no act or omission of the receiving party; or (c) comes to receiving party from a third party that is not bound by any obligation of non-use or otherwise prohibited from transmitting it. If Agile Appends Data for you, Agile grants you a non-exclusive, limited transfer of all rights, title, and interest in and to the Appended Data. You agree you may not rent, lease, lend, sell, sublicense, assign, distribute, publish (compilation or derivative work), or transfer the Appended Data to any person or entity unless expressly permitted with express written consent by Agile.
PAYMENT. Any fees associated with the Services you are requesting will be provided at the time of the query. To place your order, you will be asked to provide your credit or debit card information. You represent and warrant that (i) the credit card information you supply Agile is true, correct and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any. All fees are exclusive of taxes and similar assessments. You are responsible for all sales, use and excise taxes and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental or regulatory authority on any amounts payable by you hereunder, other than any taxes imposed on Agile’s net income.
DISCLAIMER OF WARRANTIES. YOU EXPRESSLY ACKNOWLEDGE THAT the APPLICATION, THE Data Files and the data are all PROVIDED “AS IS” AND “AS AVAILABLE” with any and all defects, errors and deficiencies AND WITHOUT WARRANTY OF ANY KIND. Agile does not warrant that the Application, Data Files or data will meet your requirements, THAT THE APPLICATION, DATA FILES OR DATA WILL BE COMPLETE, SECURE, RELIABLE, OF A PARTICULAR QUALITY, ACCURATE OR AVAILABLE; OR THAT the use of the Application, Data Files or data will be uninterrupted, error-free or FREE FROM VIRUSES OR OTHER HARMFUL CODE, or that all defects in the Application, Data Files or data will be corrected by Agile. agile also does not warrant THAT ANY EMAILS PROVIDED in the Data Files will not be blocked or rejected by the recipient. agile WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO your USE OF THE Application, Data Files or data. AGILE HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
INDEMNITY. You will defend, indemnify and hold harmless Agile, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against all claims, liabilities, damages, losses, costs and expenses (including legal expenses and amounts paid upon legal advice in settlement of any disputes) arising as a result of your breach of these Terms or use of the Application, Data Files or Data.
LIMITATION OF LIABILITY. IN NO EVENT SHALL AGILE BE LIABLE TO YOU OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFIT OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THESE TERMS, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT AGILE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. AGILE’S SOLE AND ENTIRE MAXIMUM LIABILITY, AND YOUR SOLE AND EXCLUSIVE REMEDY, SHALL BE LIMITED TO THE ACTUAL AMOUNT PAID BY YOU FOR THE DATA FILE THAT GAVE RISE TO THE CLAIM. The limitation of liability set forth above shall (i) only apply to the extent permitted by law and (ii) not apply to liability resulting from Agile’s gross negligence or willful misconduct.
If you are an AgileInsight (“Application”) user, this is the document that clarifies what you are allowed to do with AgileInsight and what you are not. If you do not agree to this Acceptable Use Policy, then you will be unable to use AgileInsight. This Acceptable Use Policy is part of the Terms and Conditions (the “Terms”), and all capitalized terms not defined herein shall have the meaning set forth in the Terms and Conditions.
We may revise and update this Acceptable Use Policy from time to time at our sole discretion. All changes are effective immediately when we post them and apply to all access and use of the Application and Data Files thereafter. Your continued use of the Application and Data Files following the posting of the revised Acceptable Use Policy means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.
1. ACCESSING THE APPLICATION & ACCOUNT SECURITY
You are responsible for (i) making all arrangements necessary to have access to the Application, and (ii) ensuring that all persons who access the Application through your Internet connection are aware of the Terms and Conditions and comply with them. To access the Application and Data Files, you may be asked to provide certain registration details or other information. It is a condition of your use of the Application that all the registration information you provide on the Application is correct, current and complete.
If you are provided with, or choose, a username, password or any other piece of information as part of our security procedures, you must treat such information as confidential and must not disclose it to any other person or entity. You acknowledge that this account is personal to you and agree not to provide any other person with access to the Application or Data Files using your username, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session.
2. GENERAL RESTRICTIONS
You must not use the Application in any way that causes, or may cause, damage to the Application or impairment of the availability or accessibility of the Application, or any of the areas of, or services on, the Application.
You must not use the Application:
Additionally, you agree not to:
3. CUSTOMER MATERIALS
You must not use the Application to distribute, display, publish, transmit or send material that is illegal or unlawful, or that will or may infringe a third party’s legal rights, including Intellectual Property Rights, or that could give rise to legal action whether against you or us or a third party (in each case in any jurisdiction and under any applicable law).
Your use of the Data Files must not:
4. BREACHES OF THIS POLICY
We reserve the right to edit or remove any Customer from the Application and prohibit use of the Data Files, in our sole discretion for any reason, without notice or explanation.
Without prejudice to this general right and our other legal rights, if you breach this Acceptable Use Policy in any way, or if we reasonably suspect that you have breached this Acceptable Use Policy in any way, we may:
5. BANNED USERS
If we suspend or prohibit your access to the Application or any part of the Application, you must not take any action to circumvent such suspension or prohibition (including, without limitation, using a different account).
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