2.1. Provision of Services and Subscriptions.
Licensor shall make the Services available to Licensee pursuant to this Agreement and/or the relevant Order Form or other ordering documentation during the duration of the subscription ("Subscription Term"). To subscribe to the Services, Licensee must accept an Order Form or other such ordering documentation. The terms of this Agreement are applicable to, and form an integral part of such Order Forms, which will identify the License and Services to be provided, the Subscription Term, and applicable fees for the Subscription Term. Unless expressly stated otherwise in an Order Form signed by both Parties, in the event of a conflict between this Agreement and an Order Form, this Agreement will control. Executing the Order Form and/or submitting payment thereunder constitutes acceptance and agreement by Licensee to subscribe to the Services in accordance with the terms of this Agreement. Licensor expressly rejects any additional or different terms, including but not limited to terms added or appended to this Agreement or the Order Form by Licensee, unless agreed to in writing by both Parties. The individual executing this Agreement and/or the relevant Order Form on behalf of Licensee represents and warrants that they do so with the authority to bind Licensee by executing and submitting such documents. Once the terms of this Agreement have been applicable to an Order Form between Licensee and Ideapoke, then Licensee is deemed to have consented in advance to the applicability of the terms of this Agreement for Order Forms to be entered into thereafter.
2.2. License Grant.
Licensor grants to Licensee a nonexclusive, nontransferable, and limited license to use the Licensed Materials only as expressly permitted herein and any applicable Order Form. The Services are solely and exclusively for Licensee's use and shall not be used for any illegal purpose or in any manner inconsistent with the provisions of the terms of this Agreement or the applicable Order Form. Except as expressly provided herein or in any applicable Order Form, Users may use the Services, including any Licensed Materials contained therein, solely in the regular and ordinary course of Licensee's business and for internal use only. Licensee further agrees that its purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Licensor regarding future functionality or features.
2.3. Team Access and Business Groups.
Unless otherwise specified in an Order Form, the number of authorized Users that shall have access to the Services pursuant to a License is limited to individuals that are part of the same business department or functional group within a Licensee's organization (the "Business Group"). The applicable Order Form will describe the License(s) and specifically identify and list the particular Business Group and total number of authorized Users ("User Limit"). For each License, only Users who are a member of the designated Business Group may access the Services. Licensee may switch Users under a License, provided that (i) the number of Users does not exceed the User Limit, and (ii) new Users are members of the same Business Group designated as such in the applicable Order Form. Violation of the restrictions set forth herein, which shall include sharing User IDs (as defined here) with any unauthorized individuals, will be considered a material breach of this Agreement and cause for termination of this Agreement and/or the applicable Order Form or result in fees up-to-ten percent (15%) of fees paid for such License per violation ("Overage Fees"). The rights granted in a License are granted only to Licensee, and do not extend to Licensee's shareholders, parents, subsidiaries, affiliates or other related entities or individuals not included in the definition of Licensee on the Order Form. Such related affiliates must execute a separate Order Form in order to use the Services and Licensed Materials.
Certain portions of the Services may provide user-generated features that permit Users to upload, submit, store, send, or receive certain content in addition to the Licensed Materials ("Submissions"). As between Ideapoke and Licensee, Licensee shall own and be responsible for all Submissions to the extent such Submissions are not Licensed Materials or other proprietary property of Ideapoke. Subject to this Agreement and any applicable Order Form, Licensee grants Licensor a worldwide, non-exclusive, limited term license to access, use, process, and display Submissions, but only as reasonably necessary to: (i) provide and improve the Services to and for Licensee; (ii) address and resolve any security, support or technical issues; (iii) disclose certain information as required or compelled by applicable law; and (iv) act as expressly permitted in writing by Licensee. Licensee certifies and warrants that the Submissions shall further comply with the terms set forth herein and further acknowledges and agrees that any such Submissions do not create any new or alter any existing relationship between the Parties. Licensor reserves the right to remove any such Submissions which, in Licensor's sole discretion, violate the terms of this Agreement.
To the extent any or a portion of the Licensed Materials, as mutually agreed upon in an applicable Order Form, are to be delivered to or requested by the Licensee at or during fixed, calendar intervals during a Subscription Term (for example, quarterly research materials), such designated Licensed Materials will only be delivered during the calendar period as defined in the applicable Order Form and may not be delivered or requested in subsequent calendar periods unless agreed in writing by both Parties or through a new Order Form. Licensee agrees and acknowledges that it waives its right to any specific, designated Licensed Materials due in a certain calendar period if such delivery is contingent on Licensee's participation or request and Licensee fails to participate or request the same in a timely or sufficient manner necessary for delivery.
2.6.1. Authorized Use.
Subject to the terms set forth in this Agreement, Licensee is permitted to:
A. Download and/or print select and limited portions of Licensed Materials to a location or storage device under Licensee's exclusive control and only for Licensee's own use ("Downloaded Content").
B. Extract, quote and/or distribute such Licensed Materials or Downloaded Content for aggregate-level work product ("Reports"), but only internally (i.e. within Licensee's organization and not to any third-parties) and only for Licensee's own use and in the regular course of work;
C. From time to time, excerpt or distribute Licensed Materials in articles, blogs or other content or materials that Licensee makes publicly available, provided that (i) Licensee shall display no more than ten (10) individual lines of Licensed Materials (for example companies or transactions) in any such content or materials; (ii) all such Licensed Materials displayed shall include a reasonably conspicuous notice as follows: "SOURCE: IDEAPOKE" or similar language reasonably acceptable to Licensor and included using a font size which is not substantially lesser than any other included font; and (iii) if the Licensed Materials are taken from a public Ideapoke webpage and appear in any of Licensee's content or materials online, Licensee may not modify such content without Licensor's consent and Licensee must also use commercially reasonable efforts to provide a correct and accessible URL link to the public Ideapoke webpage from which such Licensed Materials were taken;
D. From time to time, excerpt and distribute in electronic form or hard copies to third parties (to support Licensee's primary business) limited, insubstantial portions of Licensed Materials; provided, however, that in all cases Licensee preserves all copyright notices and other proprietary notices and credits Ideapoke, as applicable. Recipients of such Licensed Materials shall be authorized to use the Licensed Materials only for their own internal use and shall be prohibited from any further distribution. Under no circumstances shall Licensee distribute Licensed Materials in any quantity or manner that would serve as a substitute for the purchase of the Services or Licensed Materials by the recipient.
2.6.2. Notwithstanding anything to the contrary in Section 2.6.1., Licensee agrees and acknowledges it will not share or promote any excerpt or distribution of the Licensed Materials with the media (in any form) without Ideapoke' prior written consent. Licensee further agrees and acknowledges that the access and distribution of such Licensed Materials and/or Downloaded Content shall comply, in all instances, with this Agreement, the relevant Order Form, and any applicable law.
2.7.1 Usage Restrictions.
Licensee agrees and warrants that Licensee shall not:
A. Use the Services, Licensed Materials, or Downloaded Content in a manner contrary to or in violation of any applicable laws.
B. Copy, reproduce, modify, distribute, publicly display, use or disclose the Services, Licensed Materials, or Downloaded Content, except as expressly permitted in this Agreement;
C. Sell, license, or commercially distribute the Services, Licensed Materials, or Downloaded Content to third parties or use as a component of, or as a basis for, any material offered for sale, license, or commercial distribution, including using the Licensed Materials as a primary source to create and/or maintain any market index or database that Licensee publishes or distributes to third parties;
D. Distribute or commercially provide any databases, interfaces, mobile platforms, or software programs comprising the Services, Licensed Materials, or Downloaded Content.
E. Share, recompile, decompile, disassemble, reverse engineer, or make or distribute any other form of, or any derivative work from the Services, Licensed Materials, or Downloaded Content.
F. Use the Services, Licensed Materials, or Downloaded Content, directly or indirectly, in any manner that could cause the Services, Licensed Materials, or Downloaded Content so used to: (i) be a substitute for the Services by a third party, (ii) affect Ideapoke' ability to realize revenue in connection with the Services, or (iii) compete with Ideapoke' business;
G. Store or use Licensed Materials or Downloaded Content in an archival file site, database or other searchable repository except as expressly permitted by this Agreement or in an applicable Order Form.
H. Post any Submissions that are defamatory, infringing, unlawful, or otherwise comprised of information that Licensee does not have a right to transmit under any applicable law, contractual obligations, or fiduciary relationships (including but not limited to, confidential information or proprietary information learned from employment or restricted by valid, non-disclosure agreements); or
I. Upload, post, or otherwise transmit any material that contains software viruses, or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment.
2.7.2. Notwithstanding anything to the contrary in Section 2.7.1., Ideapoke reserves the right, in its sole discretion, to temporarily or permanently block access to the Services for violations of such usage restrictions, including the ability to download or distribute any Licensed Materials, at any time without notice and effective immediately.
2.8. Export of Licensed Materials.
Subject to the terms set forth herein or in an applicable Order Form, if the Services provide a capability to export portions of Licensed Materials to a third party spreadsheet program, Licensee may use such capability to export Licensed Material to a spreadsheet file, and may use such exported Licensed Materials internally with a standard, commercially-available, third-party spreadsheet program, only if the following conditions are met: (i) any file, transmission, writing, spreadsheet, graph, report, chart or other document or material, containing such exported Licensed Materials or any part thereof, or derived from such exported Licensed Materials or any part thereof, shall be deemed Downloaded Content hereunder, and the use and distribution of such Downloaded Content shall be subject to this Agreement; and (ii) the Licensee requires use of a function of the spreadsheet program that is not available in the Services and the exported Licensed Materials are limited to the data necessary to use such function. Except as specifically provided herein or in a relevant Order Form, no one shall have any right to export any Licensed Materials from the Services. For avoidance of doubt, except for use within a standard, commercially-available, third-party spreadsheet program as outlined herein, in no event shall Licensee export Licensed Materials from the Services for use in a third-party software program, application, or database, or for use in any proprietary Licensee software, application, or database that competes with Licensor or violates any of this Section 2.
2.9. Licensee Responsibilities.
Licensee shall (i) be responsible for Users' compliance with this Agreement; (ii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services; (iii) notify Licensor promptly of any known or suspected unauthorized access or use, and (iv) use the Services in accordance with this Agreement, applicable laws, and government regulations. Licensee further agrees that it shall not (a) make the Services available to anyone other than authorized Users, (b) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party intellectual property or privacy rights, (c) use the Services to store or transmit "Malicious Code" which includes, without limitation, any viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs, (d) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, or (e) attempt to gain unauthorized access to the Services or their related systems or networks.
2.10. Without Licensee's prior, written approval, Licensor shall not make any statement that could be interpreted to mean or imply that Licensee in any way endorses or is associated with Licensor. Notwithstanding the foregoing, if Licensee or authorized Users agrees to provide a case study or such written or public endorsement, Licensor is hereby granted an irrevocable, worldwide, limited license to use respective content, likeness, and/or name solely for purposes of the case study/endorsement. Under no circumstances shall either Party make any promotional announcements which disclose Confidential Information of the other Party.
2.11. Third-Party Applications and Licensee Data.
Licensee acknowledges and agrees that if Licensee installs or enables optional Third-Party Applications for use with the Services (for example, MS SharePoint), that Licensor may provision such providers of those Third-Party Applications to access Licensee Data as required for the interoperation of such Third-Party Applications with the Services. Licensor shall not be responsible for any disclosure, modification or deletion of Licensee Data resulting from any such access by Third-Party Application providers, and any such access and use of Licensee Data shall be subject to the privacy policies of such Third-Party Application provider. Licensee acknowledges that the Service features that interoperate with optional third-party APIs or widgets (for example, MS SharePoint) depend on the continuing availability of these APIs or widgets and program for use with the Services. If these providers cease to make their API or widgets or program available on reasonable terms for the Services, Licensor may cease providing such service features without entitling Licensee to any refund, credit, or other compensation. For avoidance of doubt, the Licensee may electively use the Services to restrict Users from installing or enabling such Third-Party Applications for use with the Services.