Terms of use

Services

  1. Site & Applications: The Services will be made available by Innovation Intelligence at its website located at www.innovationintelligence.ai (the “Site”). Additionally, an Authorized User may be given access to one or more Innovation Intelligence software applications (each, an “Application”) for the purpose of accessing the content of the Site (the “Content”) through that Application. For the purposes of this Agreement, “Content” also includes any written reports sold or otherwise delivered to Subscriber as well as any information Subscriber receives from Innovation Intelligence analysts, regardless of how that information is communicated to Subscriber. Except for providing access to the Site and the Content, Innovation Intelligence provides no other services pursuant to this Agreement.

  2. Updates: Innovation Intelligence may modify the Services, Site, Applications, or Content at any time, provided that no such modifications materially degrade the Services

Users

  1. Requirements for Use: An “Authorized User” is an employee of Subscriber who is a natural person, who works within the organization listed on the Order, and who is designated by Subscriber as a user under this Agreement. All Authorized Users must: (A) complete the Site registration process using a unique Site username and password (B) agree to the “Terms of Use”, described on this contract; and (C) only use the Site, Applications, Content, and Services on behalf of Subscriber. If a term in the Terms of Use conflicts with a term of this Agreement, the term contained in this Agreement will control.

  2. Quantity of Authorized Users: The Order identifies the number of Authorized Users who may be granted access under this Agreement. Upon payment of the fees specified in the Order, Subscriber may, during the term specified in an Order, increase the quantity of Authorized Users.

  3. Subscriber Is Responsible for Authorized Users: Subscriber is responsible for all use of the Site by anyone accessing the Site or Services using a username or password issued to its Authorized Users. Subscriber must promptly notify Innovation Intelligence in writing if Subscriber becomes aware of any unauthorized access or use of the Services.

  4. Usage Limitation: Innovation Intelligence may limit usage on an individual user basis. Subscriber acknowledges that while Innovation Intelligence’s primary intent with such usage restrictions is to maintain the technical security of its site and to limit scraping, extraordinary but legitimate usage may also be prevented by such usage restrictions. If Subscriber’s extraordinary but legitimate usage is limited by such restrictions, Innovation Intelligence will attempt to find a mutually acceptable solution for the usage restrictions

Allowed Usage

  1. Use for Internal Business Operations: The Services and Content may only be used for the purposes of Subscriber’s internal business operations. An Authorized User may view, download, and manipulate the Content for Subscriber’s internal business operations.

  2. Use of Content in Presentations and Reports: Authorized Users may incorporate data from the Content into internal presentations and reports (Subscriber’s “Work Product”) only with the prior written consent of Innovation Intelligence and so long as (A) the quantity of data incorporated from the Content into the Work Product has no independent commercial value and is not separately marketable by Innovation Intelligence; (B) the Work Product is not issued on behalf of a third party; and (C) the incorporated Content contains the following source attribution: Source: Innovation Intelligence. Innovation Intelligence retains sole ownership over any Content incorporated into the Work Product. If Innovation Intelligence assists Subscriber in the creation of Work Product, Subscriber may be charged additional fees as agreed to in writing by Innovation Intelligence and Subscriber in a separate Order.

  3. Printing & Downloading: An Authorized User may print or download and store the amount of Content authorized in the Order only. However, Subscriber may not use such printing and downloading to compile more than an insubstantial portion of the Innovation Intelligence database. After 30 days all downloaded data should be permanently deleted

Prohibited Usage

  1. No Uses Competitive with Innovation Intelligence: Subscriber agrees not to use the Content in furtherance of a Competitive Product. A “Competitive Product” is a product or service that provides customers with data and services that are substantially similar to data and services marketed and licensed by Innovation Intelligence. The Content may not be used for any competitive analysis of how Innovation Intelligence’s products and services compare to a Competitive Product being offered or developed by Subscriber.

  2. Limitation on Distribution: Except as explicitly allowed under Section 3 or the terms of an Order, Subscriber may not transfer, sell, rent, distribute, display, or otherwise disclose any portion of the Services, Site, Content, or Applications to anyone.

  3. No Technological Attacks or Scraping: Subscriber may not use or attempt to use any deep-link, scraper, robot, bot, spider, data mining, computer code or any other device, program, tool, algorithm, process or methodology to systematically access, acquire, copy, or monitor any portion of the Content or Site. Additionally, Subscriber may not modify, decompile, decrypt, disassemble or reverse engineer any portion of the Services, Site, or Applications. Further, Subscriber will not use the Content in conjunction with any machine learning, neural network, deep learning, predictive analytics or other artificial intelligence computer or software program. If Subscriber collects data from the Site in violation of this Section 4.3, Subscriber agrees to promptly, upon receipt of invoice, delete such data and pay 1000% of the year value of the order.

  4. Unauthorized Access: Subscriber may not—through hacking, password mining, or any other means—violate the security of the Site or any Application or attempt to gain unauthorized access to the site, Content, or Innovation Intelligence’s computer systems. Authorized Users may not share their password or other login credentials to the Services.

  5. No Violations of Third-Party Intellectual Property: Subscriber may not use the Site, Services, or any Content in a manner that infringes or violates the intellectual property or proprietary rights of Innovation Intelligence or any third party, including, without limitation, the rights of privacy and publicity.

  6. No Use in Third-Party Databases: Subscriber may not input any Content into a customer relationship management application or any other third-party database

  7. No Use in Violation of Laws: Subscriber may not use the Site or Content in any manner that is unlawful or that harms Innovation Intelligence. Additionally, Subscriber may not use the Site or Content in any way that is fraudulent, false, or deceptive.

  8. No Offering of Securities: Subscriber may not use the Services, Site, or Applications in such a way as to be deemed to be engaging in the offering or solicitation of investments in securities or to be using the Services, Site, or Applications for any other improper investment purposes.

  9. No Use for Credit or Employment Eligibility: Subscriber may not use the Content as a factor in establishing an individual’s eligibility for employment, or for credit or insurance to be used primarily for personal, family, or household purposes.

  10. Innovation Intelligence Intellectual Property Marks: Subscriber must not remove or obscure the copyright, trademark, service mark, or other notices contained in the Site, Services, Applications, or Content, regardless of whether such notices relate to rights possessed by Innovation Intelligence. Subscriber may not use the trademarks, service marks, logos, or other proprietary identifiers of Innovation Intelligence, affiliates of Innovation Intelligence without prior written consent.

  11. Professional Conduct: Subscriber must treat Innovation Intelligence employees with a reasonable level of cordiality and professionalism.

Reservation of Rights

Except as detailed below in this Section 6, all rights—including all copyrights and other intellectual property rights—in the Services, Site, Content, and Applications, belong to Innovation Intelligence. Unless expressly provided otherwise, nothing in this Agreement is to be construed to grant Subscriber any license or right to the Site, Services, Applications, or Content.

  1. Subscriber Data: Innovation Intelligence does not claim an ownership interest in any data or content not originally sourced from Innovation Intelligence, its affiliates, or any of their suppliers, that is separately uploaded by Subscriber or its Authorized Users onto the Site (“Subscriber Data”).

Collaboration Tool and Files Functionality

If activated, the Site’s Collaboration Tool and Files functionality provides individual Authorized Users with the ability to upload Subscriber Data for use by Subscriber’s Authorized Users. Innovation Intelligence has no control over the content of any Subscriber Data and accepts no responsibility for its accuracy, completeness, or timeliness. Subscriber grants Innovation Intelligence a limited license to display the information to Subscriber’s Authorized Users. Additionally, Subscriber remains solely responsible for any use it makes of the Subscriber Data, and for ensuring that the Subscriber Data complies with all applicable laws and regulations and does not violate the rights of any third party.

Recognition

Innovation Intelligence may use Subscriber’s name and logo on Innovation Intelligence promotional materials to identify Subscriber as a client of Innovation Intelligence.

Confidential Information

  1. Confidential Information Defined: “Confidential Information” means commercially sensitive or valuable information that is disclosed by Innovation Intelligence to Subscriber or disclosed by Subscriber to Innovation Intelligence in the course of entering into or performing this Agreement.

  2. Exclusions from Confidential Information: Information is excluded from the definition of “Confidential Information” if it is: (A) already in the public domain; (B) lawfully obtained from a third party; (C) lawfully known to the receiving party prior to the disclosure by the other party; or (D) independently developed by the receiving party without reference to the other party’s disclosed information.

  3. Use of Confidential Information: Innovation Intelligence and Subscriber will not use or disclose the Confidential Information disclosed by the other party except (A) as expressly permitted by this Agreement, (B) as reasonably needed by Innovation Intelligence to perform its obligations under this Agreement or improve its services, (C) either party may disclose Confidential Information as reasonably needed to enforce its rights under this Agreement, and (D) either party may disclose Confidential Information if required to do so by a subpoena or court order. If a party is obligated to disclose Confidential Information by a subpoena or court order, such party will promptly notify the other party of such pending disclosure in sufficient detail so that the disclosure may be objected to or that remedial actions may be taken.

  4. Care of Confidential Information: Innovation Intelligence and Subscriber will each protect Confidential Information disclosed by the other party from unauthorized disclosure with the same degree of care as it uses with respect to its own Confidential Information, but in no event less than a reasonable degree of care.

Assignment:

Neither party may assign its rights or obligations under this Agreement without the other party’s written consent. Neither party may unreasonably withhold consent. Despite the previous two sentences, Innovation Intelligence may assign its rights to collect payment owed under this agreement.

Representations and Warranties

  1. Subscriber’s Representations and Warranties: Subscriber represents and warrants to Innovation Intelligence that Subscriber has the necessary authority to enter into and perform its obligations under this Agreement and that this Agreement has been duly authorized and executed by Subscriber.

  2. General Disclaimer of Warranties: The Site, Services, Applications, and Content are provided to Subscriber on an “As-Is” and “As Available” basis. Except as expressly stated in this Agreement, there are no representations or warranties about the nature or quality of the Site, Services, Applications, or Content. Innovation Intelligence has not and cannot make any guarantee that the Content is an accurate reflection of realworld facts.

  3. Subscriber’s Assumption of Risk: Any decisions Subscriber makes on the basis of the Site, Services, Applications, or any Content are made solely at its own risk. Innovation Intelligence has no responsibility or liability arising from such decisions.

  4. Disclaimer of Specific Warranties: Innovation Intelligence makes no warranty, express or implied, as to the accuracy of the Content, the results that may be obtained as a result of using the Site, Services, Application, or Content, and Innovation Intelligence expressly disclaims any condition of quality and implied warranties of title, noninfringement, accuracy, merchantability, or fitness for a particular purpose. Innovation Intelligence also disclaims any warranties arising through course of dealing or usage of trade. Subscriber represents that it has not relied upon any warranty or representation made by Innovation Intelligence except as specifically stated in this Agreement. No part of this Section 13.4 is intended to limit the general nature of Section 13.2

Indemnification

  1. Subscriber’s Promise to Indemnify: Subscriber will defend and indemnify Innovation Intelligence from any third-party claims, costs, reasonable attorneys’ fees, damages, or other liabilities that arise out of Subscriber’s unauthorized use or disclosure of the Site, Services, Applications, or Content. For the purposes of this Section 14.1, “Innovation Intelligence” includes any directors, officers, employees, or agents of Innovation Intelligence.

  2. Procedures: Innovation Intelligence will (A) promptly notify Subscriber of any claim that would trigger the indemnification obligation in Section 14.1, (B) assist Subscriber, at Subscriber’s expense, in the defense and settlement of the claim, and (C) refrain from settling the claim without Subscriber’s prior written consent so long as Subscriber doesn’t unreasonably withhold or delay such consent. Innovation Intelligence can select its legal representation for defense of the claim.

Limitation of Liability

  1. No Liability for Fault with Content: Except as expressly agreed otherwise in this Agreement, (A) the Content is provided “as-is” and “as available,” and (B) Innovation Intelligence will not be liable for any damages incurred by Subscriber that result from Subscriber’s use of the Content.

  2. Categorical Limitation on Damages: Except for (A) Subscriber’s indemnification obligations under this Agreement, (B) Subscriber’s obligations to pay Fees under this Agreement, (C) Subscriber’s liability if it breaches the promises contained in Section 11, and (D) Subscriber’s willful misconduct or gross negligence, under no circumstances will either party be liable for any indirect, incidental, special punitive, exemplary, or consequential damages with respect to this Agreement. This categorical limitation on damages applies even if such damages could have been foreseen or prevented.

  3. Limitation on Liability: Except for (A) Subscriber’s indemnification obligations under this Agreement, (B) Subscriber’s obligations to pay Fees under this Agreement, (C) Subscriber’s liability if it breaches the promises contained in Section 11, and (D) Subscriber’s willful misconduct or gross negligence, under no circumstances will either party be liable to the other party in excess of the amount of Fees actually paid by Subscriber to Innovation Intelligence under this Agreement within the 12 months preceding the liability-causing events

Securities Matters

  1. No Offer of Securities: The Site, Services, Application, and Content are for informational purposes only. Nothing in the Content constitutes, and nothing in the Content should be construed as: (A) a solicitation or offering of any investment or securities or a recommendation to acquire or dispose of any investment or security; or (B) the provision of any financial, tax, legal, or other advice.

  2. No Investment Advice: Nothing in the Site, Services, Application, or Content will be deemed to constitute: (1) information that specifically addresses any specific individual’s investment objectives, financial situation, or the particular needs of any specific person who may receive the Services or Content; (2) establishing an advisory relationship; or (3) a transaction in securities for the account of others.

  3. Independence: None of Innovation Intelligence’s directors, officers, employees, or agents (A) acts on behalf of any other entity in providing information in the Content, (B) is paid to market securities to investors, (C) participates in negotiations between an entity providing information in the Content and any investor, (D) handles any money or securities in transactions between investors and any entity providing information in the Content, or (E) assists any entity providing information in the Content with the completion of any securities transactions between such entity and an investor.

Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement, and this Agreement supersedes any prior agreement between the parties with respect to the subject matter of this Agreement.

Waiver

For a party to waive its rights under this Agreement, such waiver must be in writing. Any waiver will be construed as narrowly as reasonably possible.

Choice of Law

This Agreement will be construed and enforced in accordance with the laws of the State of California, without reference to its choice of law principles.

Jurisdiction & Venue

The parties will resolve any disputes related to this Agreement in the state or federal courts located in San Francisco, California. Each party consents to the jurisdiction of these courts and irrevocably waives any objection to resolving a dispute related to this Agreement in these courts.

Waiver of Class Action

Except as otherwise specifically prohibited by applicable law, all disputes arising from or related to this Agreement will be adjudicated on an individual basis and not in a class or representative action or as a member of a class, mass, consolidated or representative action, irrespective of the forum in which such disputes are heard. Subscriber will not join any of its claims related to this Agreement with the claim or claims of any other person or entity.

Excuses for Failure to Perform

Neither party will be liable for any failure or delay in the performance of its obligations under this Agreement if such failure or delay is directly caused by unforeseen events beyond the party’s control.

Links to Third-Party Sites

The Site may contain links to other web sites (“Linked Sites”). The Linked Sites are not under the control of Innovation Intelligence and Innovation Intelligence is not responsible for the contents or operation of any Linked Site. Innovation Intelligence provides these links only as a convenience, and the inclusion of any link does not imply endorsement by Innovation Intelligence of the Linked Sites or any association with its operators.

Notice

Notices required under this Agreement may be sent to the addresses included on the most recent Order. All notices will be deemed received two days after the day on which they are physically sent, the day on which they are emailed, or the day on which the courier service estimates delivery, whichever is later. A party may update its contact information for notifications by sending a notice of the updated contact information to the other party in accordance with this Section 24.

Relationship of the Parties

Nothing in this Agreement will be construed to create a partnership or joint venture between the parties.

Amendment

This Agreement may be amended only in a writing signed by an authorized representative of both parties.

Export Control Compliance

Subscriber will comply with all relevant export and trade control laws, regulations, or requirements of the United States and other relevant jurisdictions, including, without limitation, the U.S. Export Administration Regulations (15 C.F.R Part 730 et seq.) and U.S. economic sanctions and embargoes (codified in 31 C.F.R Chapter V). Without limiting the general nature of the previous sentence, Subscriber will comply with all relevant laws governing Subscriber’s purchase, receipt, use, disclosure, or re-export of any goods (including any hardware, software or technology) provided to it under this Agreement.

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