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Terms of Use Agreement

General

Welcome to the Visier, Inc. (“Visier”) website. By accessing or using this website, you agree to be bound by these terms and conditions and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you may not use or access this site. Visier reserves the right to change these terms and conditions from time to time at its sole discretion. California law and controlling U.S. federal law, without regard to any conflicts of law rules, will govern any action or claim related to this website. All claims arising out of or related to these terms and conditions must be resolved exclusively by a state or federal court located in Santa Clara County, California.

Use of Software

To the extent that Visier provides for the download of proprietary Visier software and open source software from the Visier website (“Software”), such Software is protected by the applicable copyright, patent or other intellectual property rights of either Visier or the open source licensor, respectively. Any use of the Software is subject to the terms of the applicable end-user or open source license agreement.

Access to and Use of Web Services

Terms and conditions of the Web Services License included at the end of this Terms of Use Agreement apply to the use of services, data, databases, software, reports, and queries (“Web Services”) made available from the Visier website. This Web Services License shall be referred to (e.g., as required by the Attribution Section 3(a)(i)(A)(iii) of such Web Services License) as the “Visier Web Services License.”

Copyright

The contents of this site are subject to protection under U.S., Canadian and foreign copyright laws. You may not copy or distribute any portion of this site, except as necessary to view this site.

Trademarks

Visier and the Visier logos and designs are registered trademarks or trademarks (the “Marks”) of Visier, Inc. in the United States, Canada, and/or other jurisdictions. You are not permitted to use the Marks without the prior written consent of Visier. All other marks and names displayed on the Visier website may be trademarks of their respective companies.

Disclaimer

Although Visier has attempted to provide current and accurate information on this website, information appearing on the Visier website may include technical, typographical, or photographic errors. Visier assumes no responsibility for the accuracy of the information. Visier may change the materials and information on its website at any time without notice. Visier does not, however, make any commitment to update the materials or information.

ALL INFORMATION, SOFTWARE, WEB SERVICES, LICENSED MATERIAL, PRODUCTS AND SERVICES PROVIDED ON THIS WEBSITE ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. VISIER DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED INCLUDING, WITHOUT LIMITATION, THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you.

WE CANNOT GUARANTEE THAT ANY CONTENT, MATERIALS, FILES, WEB SERVICES, LICENSED MATERIALS, OR OTHER DATA (“DOWNLOADED MATERIALS”) DOWNLOADED FROM THIS WEBSITE ARE FREE OF VIRUSES, MALWARE, HARMFUL CODE, OR OTHER DESTRUCTIVE FEATURES. YOU ARE RESPONSIBLE FOR IMPLEMENTING YOUR OWN SAFEGUARDS TO DETECT AND ADDRESS ANY POTENTIAL RISK ASSOCIATED WITH DOWNLOADED MATERIALS.

VISIER SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUES, COSTS OF REPLACEMENT GOODS, LOSS OR DAMAGE TO DATA ARISING OUT OF THE USE OR INABILITY TO USE THIS WEBSITE OR ANY VISIER PRODUCT OR SERVICE, OR DAMAGES RESULTING FROM USE OR RELIANCE ON THE INFORMATION PRESENT, EVEN IF VISER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Links to Third-Party Sites

This website may include links to third-party sites. Visier does not endorse or make any representations about third-party sites, nor does the inclusion of any link imply any such endorsement. If you access those links, you will leave this website. Visier is not responsible for webcasting or any other form of transmission received from any third-party sites. Visier does not control and is not responsible for the contents of any third-party sites, any links contained in third-party sites, any changes or updates to third-party sites, or the privacy practices of any third-party sites, which may differ from those of Visier. Any personal data you choose to disclose to third-party sites is not covered by the privacy policies of Visier. Some third-party companies may choose to share data with Visier, in which case such data sharing shall be governed by the privacy policy of that third-party.

Visier Web Services License

Access to and Use of Web Services

Terms and conditions of the Web Services License apply to the use of services, data, databases, software, reports, and queries (“Web Services”) made available from the Visier website. This Web Services License shall be referred to (e.g., as required by the Attribution Section 3(a)(i)(A)(iii) of this Web Services License) as the “Visier Web Services License.”

By exercising the Licensed Rights (defined below), You accept and agree to be bound by the terms and conditions of this Web Services License. To the extent this Web Services License may be interpreted as a contract, You are granted the Licensed Rights in consideration of Your acceptance of these terms and conditions, and Visier grants You such rights in consideration of benefits Visier receives from making the Licensed Material available under these terms and conditions.

The Web Services are constantly evolving and changing. As a result, the Web Services may change at any time and without prior notice. Visier retains the right to, among other things, add, change, update, discontinue, suspend or limit the Web Services, at any time in Visier’s sole discretion. Visier will not be liable to You or to any third party for any modification, suspension or discontinuance of the Web Services.

Section 1 – Definitions.

Adapted Material means material subject to Copyright and Similar Rights that is derived from or based upon the Licensed Material and in which the Licensed Material is translated, altered, arranged, transformed, or otherwise modified in a manner requiring permission under the Copyright and Similar Rights held by Visier.

Copyright and Similar Rights means copyright and/or similar rights closely related to copyright including, without limitation, performance, broadcast, sound recording, and Sui Generis Database Rights, without regard to how the rights are labeled or categorized. For purposes of this Web Services License, the rights specified in Section 2(b)(1)-(2) are not Copyright and Similar Rights.

Effective Technological Measures means those measures that, in the absence of proper authority, may not be circumvented under laws fulfilling obligations under Article 11 of the WIPO Copyright Treaty adopted on December 20, 1996, and/or similar international agreements.

Exceptions and Limitations means fair use, fair dealing, and/or any other exception or limitation to Copyright and Similar Rights that applies to Your use of the Licensed Material.

Licensed Material means the reports, display formats, user interfaces, data, query results, databases and documentation generated by and associated with the Web Services provided under this Web Services License.

Licensed Rights means the rights granted to You subject to the terms and conditions of this Web Services License, which are limited to all Copyright and Similar Rights that apply to Your use of the Licensed Material and that Visier has authority to license.

Non-Commercial means not primarily intended for or directed towards commercial advantage or monetary compensation. For purposes of this Web Services License, the exchange of the Licensed Material for other material subject to Copyright and Similar Rights by digital file-sharing or similar means is Non-Commercial provided there is no payment of monetary compensation in connection with the exchange.

Share means to provide material to the public by any means or process that requires permission under the Licensed Rights, such as reproduction, public display, public performance, distribution, dissemination, communication, or importation, and to make material available to the public including in ways that members of the public may access the material from a place and at a time individually chosen by them.

Sui Generis Database Rights means rights other than copyright resulting from Directive 96/9/EC of the European Parliament and of the Council of 11 March 1996 on the legal protection of databases, as amended and/or succeeded, as well as other essentially equivalent rights anywhere in the world.

You means the individual or entity exercising the Licensed Rights under this Web Services License. Your has a corresponding meaning.

Section 2 – Scope.

a. License grant.

  1. Subject to the terms and conditions of this Web Service License, Visier hereby grants You a worldwide, royalty-free, non-sublicensable, non-exclusive, license to exercise the Licensed Rights in the Licensed Material to:
    1. reproduce and Share the Licensed Material, in whole, for NonCommercial purposes only.
  2. Exceptions and Limitations. For the avoidance of doubt, where Exceptions and Limitations apply to Your use, this Web Services License does not apply, and You do not need to comply with its terms and conditions.
  3. Term. The term of this Web Services License is specified in Section 6(a).
  4. Downstream recipients.
    1. Offer from Visier – Licensed Material. Every recipient of the Licensed Material automatically receives an offer from Visier to exercise the Licensed Rights under the terms and conditions of this Web Services License.
    2. No downstream restrictions. You may not offer or impose any additional or different terms or conditions on, or apply any Effective Technological Measures to, the Licensed Material.
  5. No endorsement. Nothing in this Web Services License constitutes or may be construed as permission to assert or imply that You are, or that Your use of the Licensed Material is, connected with, or sponsored, endorsed, or granted official status by, Visier or others designated to receive attribution as provided in Section 3(a)(1)(A)(i).

b. Other rights.

  1. Patent and trademark rights are not licensed under this Web Services License.

Section 3 – License Conditions.

Your exercise of the Licensed Rights is expressly made subject to the following conditions.

a. Attribution.

  1. If You Share the Licensed Material, You must:
    1. retain the following:
      1. identification of Visier as the creator(s) of the Licensed Material and any others designated to receive attribution, in any reasonable manner requested by Visier;
      2. any Visier trademark, service mark, branding, or watermark applied to or associated with the Licensed Materials;
      3. a copyright notice;
      4. a notice that refers to this “Visier Web Services License;”
      5. a notice that refers to the disclaimer of warranties;
      6. a URI or hyperlink to the Licensed Material to the extent reasonably practicable;
    2. indicate if You modified the Licensed Material and retain an indication of any previous modifications; and
    3. indicate the Licensed Material is licensed under this Web Services License, and include the text of, or the URI or hyperlink to, this Web Services License.
    4. For the avoidance of doubt, You do not have permission under this Web Services License to Share Adapted Material.
  2. You may satisfy the conditions in Section 3(a)(1) in any reasonable manner based on the medium, means, and context in which You Share the Licensed Material. For example, it may be reasonable to satisfy the conditions by providing a URI or hyperlink to a resource that includes the required information.
  3. If requested by Visier, You must remove any of the information required by Section 3(a)(1)(A) to the extent reasonably practicable.

Section 4 – Sui Generis Database Rights.

Where the Licensed Rights include Sui Generis Database Rights that apply to Your use of the Licensed Material

a. for the avoidance of doubt, Section 2(a)(1) grants You the right to extract, reuse, reproduce, and Share all or a substantial portion of the contents of the database for NonCommercial purposes only and provided You do not Share Adapted Material;

b. if You include all or a substantial portion of the database contents in a database in which You have Sui Generis Database Rights, then the database in which You have Sui Generis Database Rights (but not its individual contents) is Adapted Material; and

c. You must comply with the conditions in Section 3(a) if You Share all or a substantial portion of the contents of the database.

For the avoidance of doubt, this Section 4 supplements and does not replace Your obligations under this Web Services License where the Licensed Rights include other Copyright and Similar Rights.

Section 5 – Disclaimer of Warranties and Limitation of Liability.

a. Unless otherwise separately undertaken by Visier, to the extent possible, Visier offers the Licensed Material as-is and as-available, and makes no representations or warranties of any kind concerning the Licensed Material, whether express, implied, statutory, or other. This includes, without limitation, warranties of title, merchantability, fitness for a particular purpose, non-infringement, absence of latent or other defects, accuracy, or the presence or absence of errors, whether or not known or discoverable.

b. To the extent possible, in no event will Visier be liable to You on any legal theory (including, without limitation, negligence) or otherwise for any direct, special, indirect, incidental, consequential, punitive, exemplary, or other losses, costs, expenses, or damages arising out of this Web Services License or use of the Licensed Material, even if Visier has been advised of the possibility of such losses, costs, expenses, or damages.

c. The disclaimer of warranties and limitation of liability provided above shall be interpreted in a manner that, to the extent possible, most closely approximates an absolute disclaimer and waiver of all liability.

Section 6 – Term and Termination.

a. This Web Services License applies for the term of the Copyright and Similar Rights licensed hereunder. However, if You fail to comply with this Web Services License, then Your rights under this Web Services License terminate automatically.

b. Where Your right to use the Licensed Material has terminated under Section 6(a), it reinstates:

  1. automatically as of the date the violation is cured, provided it is cured within 30 days of Your discovery of the violation; or
  2. upon express reinstatement by Visier.
For the avoidance of doubt, this Section 6(b) does not affect any right Visier may have to seek remedies for Your violations of this Web Services License.

c. For the avoidance of doubt, Visier may also offer the Licensed Material under separate terms or conditions or stop distributing the Licensed Material at any time; however, doing so will not terminate this Web Services License.

d. Sections 1, 5, 6, 7, and 8 survive termination of this Web Services License.

Section 7 – Other Terms and Conditions.

a. Visier shall not be bound by any additional or different terms or conditions communicated by You unless expressly agreed.

b. Any arrangements, understandings, or agreements regarding the Licensed Material not stated herein are separate from and independent of the terms and conditions of this Web Services License.

Section 8 – Interpretation.

a. For the avoidance of doubt, this Web Services License does not, and shall not be interpreted to, reduce, limit, restrict, or impose conditions on any use of the Licensed Material that could lawfully be made without permission under this Web Services License.

b. To the extent possible, if any provision of this Web Services License is deemed unenforceable, it shall be automatically reformed to the minimum extent necessary to make it enforceable. If the provision cannot be reformed, it shall be severed from this Web Services License without affecting the enforceability of the remaining terms and conditions.

c. No term or condition of this Web Services License will be waived and no failure to comply consented to unless expressly agreed to by Visier.

d. Nothing in this Web Services License constitutes or may be interpreted as a limitation upon, or waiver of, any privileges and immunities that apply to Visier or You, including from the legal processes of any jurisdiction or authority.