For purposes of this Agreement, the term "you" and possessives thereof mean you, the individual who registers for access to INSITE OOH or accesses or uses INSITE OOH.
In consideration of Your License, we hereby grant to you the following license: (a) a royalty-free, non-exclusive right, and license to access and use INSITE OOH in those jurisdictions from which you initiate or we provide access to the INSITE OOH website for as long as you are a registered user of INSITE OOH, and (b) a royalty-free, worldwide, transferable, sublicense able, irrevocable, non-exclusive, perpetual right and license to freely use, copy, distribute, exploit, and prepare derivative works based upon the output of the INSITE OOH application resulting from your use ("Output") and/or to incorporate any and all of Output into other works in any form, media, or technology now known or later developed (such license in clauses (a) and(b), collectively hereinafter referred to as "Our License").
In consideration of Our License, you hereby grant to us a royalty-free, worldwide, fully transferable, sublicense able, irrevocable, non-exclusive, perpetual right and license to freely use, copy, distribute, make available to the public by any means, modify, adapt, translate, exploit, perform, display, make, sell, offer for sale, import, export and prepare derivative works based upon any and all code, algorithms, ideas, comments, recommendations, methods, designs, plans, techniques, processes, calculations, analyses, or other feedback, data or information (other than personal data or information) that you input into or provide at INSITE OOH or otherwise provide to us or that is incorporated into or reflected or effectuated by any of the foregoing (in whole or part) (any of the foregoing, individually or collectively, "Input") and/or to incorporate any and all of Input into other works in any form, media, or technology now known or later developed (such right and license, collectively hereinafter referred to as "Your License"). Moreover, unless otherwise restricted by applicable law, you hereby waive and, to the extent not waivable, agree not to exercise any "moral rights" or corresponding rights in other jurisdictions in having Input edited, removed, modified, published, transmitted, or displayed in a manner not agreeable to you or having Input attributed to you.
Notwithstanding anything else in this or any other agreement or document, you will have no obligation whatsoever to (a) provide any compensation to us (other than Your License and your agreement to this Agreement) relating to Our License or your use of INSITE OOH or any Output, (b) share with us any revenue, gain or profit from your use of INSITE OOH or use or exploitation of any Input or Output, or (c) accept any offer of employment or any other relationship with us under any circumstances except if you agree to a written employment or business relationship agreement and then only as expressly stated in such agreement; and the fact that you do not provide any monetary compensation to us or agree to any employment or business relationship agreement with us will not affect any of your rights hereunder. Notwithstanding anything else in this or any other agreement or document, we will have no obligation whatsoever to (x) provide any compensation to you (other than Our License) relating to Your License or any Input or Output or (y) share with you any revenue, gain or profit from our use or exploitation of Your License or any Input or Output; or (z) offer any employment to you or any other relationship with you under any circumstances except if we elect in our sole discretion to provide you with a written employment or business relationship offer letter and then only as expressly stated in such letter, and the fact that we do not provide any monetary compensation to you or offer employment or any other relationship to you will not affect any of our rights hereunder.
Notwithstanding anything else in this Agreement or any other agreement, we (or in some cases, our licensors) have and will continue to have exclusive ownership of (a) INSITE OOH, (b) all the content (including audio, photographs, illustrations, graphics, other visuals and recordings, text, video, copy, software, trademarks, logos, etc.), code, data and materials thereon or therein (other than Input), the look and feel, design and organization of INSITE OOH, the compilation of the content, code and data thereon or therein, and the processes, inventions, materials and data used by INSITE OOH other than Input (the items in this clause (b) collectively, "INSITE OOH Elements"), (c) all Output, and (d) all worldwide copyrights, patent rights, trademarks, rights in designs, rights in confidential information, trade secret rights and other intellectual property rights and registrations and applications for registrations (collectively, "IP") in, to or related to any of INSITE OOH, Output or INSITE OOH Elements, and to the extent that you have or obtain any of such IP, you hereby transfer and assign and agree to transfer and assign (or shall procure the transfer and assignment of) such IP to us fully and unconditionally on a royalty-free and worldwide basis in perpetuity and agree to execute such documents as we may request to memorialize or perfect any of the foregoing. Moreover, to the extent permissible under applicable law, you hereby waive or, to the extent not waivable, agree not to exercise any "moral rights" or corresponding or equivalent rights in other jurisdictions in having Output edited, removed, modified, published, transmitted or displayed in a manner not agreeable to you.
We cannot be responsible for maintaining any Input or Output, and we may delete or destroy any Input or Output (in any form provided to or held by us) at any time.
You will not and will not assist anyone else to (i) modify, adapt, enhance, copy, translate, create a derivative work from, disclose to a third party, publicly display by any means, reverse engineer, disassemble or decompile INSITE OOH; (ii) recompile or modify any source code that may be provided by us or use any results of use of INSITE OOH to reverse engineer INSITE OOH or discover any strategies, processes and techniques used by, or embodied in, such INSITE OOH; (iii) attempt to circumvent, decrypt, or otherwise alter or interfere with INSITE OOH; (iv) obtain or attempt to gain unauthorized access to other computer systems, materials, information or any services available on, with or through INSITE OOH through any means, including through means not intentionally made publicly available or provided for through INSITE OOH; (v) engage in spidering, "screen scraping", "database scraping", or any other automatic or unauthorized means of accessing, logging-in or registering on INSITE OOH, or obtaining lists of users or other information from or through INSITE OOH, including any information residing on any server or database connected to INSITE OOH; (vi) use INSITE OOH in any manner that could interrupt, damage, disable, overburden or impair INSITE OOH or interfere with any other party's use and enjoyment of INSITE OOH; (vii) use INSITE OOH or any Output in violation of Company's or any third party's IP or other proprietary or legal rights; (viii) use INSITE OOH or any Output in violation of any applicable law; or (ix) use or access INSITE OOH except as explicitly permitted by this Agreement. Any distribution, publishing, or exploitation of INSITE OOH, or of any INSITE OOH Elements, is strictly prohibited unless you have received our express written prior permission.
You represent and warrant to us as of the date of your registration to access and use INSITE OOH and each date that you access or use INSITE OOH as follows:
(a) You have the full legal right, power, and authority to:
(1) execute, deliver, and perform this Agreement and consummate the transactions contemplated hereby;
(2) grant Your License;
(3) post the Input you are posting to INSITE OOH as it is posted; and
(4) agree to our ownership of INSITE OOH, Output, INSITE OOH Elements, and the IP in, to, or related to the same.
(b) You are the sole owner of the Input and all IP thereto and therein, and you have full power and authority to enter into and perform this Agreement, grant Your License, post the Input you are posting to INSITE OOH as it is posted and agree to our ownership of INSITE OOH, Output, INSITE OOH Elements and the IP in, to or related to the same.
(c) The execution, delivery, and performance of this Agreement do not conflict in any material respect with any of your organizational documents, any agreement to which you are a party or are bound, or any court order or judgment.
(d) This Agreement is a legal, valid, and binding obligation enforceable against you in accordance with its terms, subject to (A) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, or other similar laws of general application relating to or affecting the enforcement of creditors’ rights generally and (B) general principles of equity.
(e) We may use the Input as permitted herein without violating any applicable law, rule, or regulation or the IP or other rights of any third party, or any license, sublicense, covenant, or contract between you and any third party and there is currently no actual or threatened claim, demand, or suit by any third party based on alleged violation of any of the foregoing.
(f) The Input shall not contain any computer code intentionally designed to: (i) disrupt, disable, harm, modify or otherwise impede in any manner, including aesthetical disruptions or distortions, the operation of the Input or our or any Protected Person's (as defined below) software, firmware, hardware, systems, website, data or networks (collectively, "Our Network"), (ii) disable any Input or Output or impair in any way its operation based on the elapsing of a period of time, exceeding an authorized number of copies, advancement to a particular date or another numeral (such code sometimes referred to as “time bombs,” “time locks,” or “drop dead” devices), or (iii) permit you or any third party to access any part of Our Network. For the avoidance of doubt, any of the foregoing may include malware, e.g., trojan horses, bots, viruses, rootkits, adware, spyware, ransomware or worms. In addition, you shall not, for any reason or at any time (either during or after the term of this Agreement), invoke or otherwise use any disabling code that may be contained in the Input.
Our Representations and Warranties. We have the full legal right, power, and authority to:
(aa) execute, deliver, and perform this Agreement and consummate the transactions contemplated hereby;
(bb) grant Our License; and
(cc) provide INSITE OOH hereunder.
INSITE OOH is our registered trademark, and INSITE OOH is our trademark. You shall not use our trademarks unless specifically authorized in writing.
While registering for access to INSITE OOH or accessing or using INSITE OOH, you represent and warrant that you have not and shall not: (a) impersonate any person; (b) misrepresent your identity, age, identifying or contact information or non-affiliation with another person or entity; or (c) use any other person's User Codes (as defined below). You further represent that at the time you register for access to INSITE OOH, you are of sufficient legal age to create the binding legal obligations, grant the rights and make the assignments set out in this Agreement.
You agree not to upload any Input on or through INSITE OOH or otherwise provide us with any other materials which (a) violate any applicable law, rule, or regulation, (b) violate, plagiarize or infringe any IP of a third party, or (c) violate or breach any confidentiality, contract or other legal rights of any third party. You should therefore be careful and selective about the information that you disclose in your submissions to INSITE OOH and us, and in particular, you warrant that you have not disclosed and will not disclose any sensitive, proprietary or confidential information of a third party without proper authorization.
We reserve the right at any time and from time to time to make any changes to INSITE OOH and/or to limit or remove your access to INSITE OOH.
You will not link from any other website to INSITE OOH in any manner such that INSITE OOH, or any page of INSITE OOH, is "framed," surrounded or obfuscated by any content, materials, advertising, or branding, or displayed on another website.
You agree to defend, indemnify (on demand) and hold the Company, its affiliates, any fund, account, or another client for which we provide services, and the respective directors, officers, employees, agents, and licensors of any of the foregoing (collectively,, the "Protected Persons") harmless from and against any and all claims, actions, proceedings, liabilities, losses, costs and expenses, including reasonable attorneys' fees, relating to or arising from (i) your access to or use of INSITE OOH, (ii) your use of any Output, or (iii) your breach or violation of any applicable law relating to this Agreement or INSITE OOH, or any provision of this Agreement or any representation or warranty herein. Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you agree to cooperate with any such defense.
INSITE OOH IS PROVIDED "AS IS"AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, AND WE HEREBY DISCLAIM ANY AND ALL SUCH WARRANTIES. WE DO NOT WARRANT THAT INSITE OOH OR ANY OUTPUT WILL BE TIMELY, SECURE, UNINTERRUPTED, COMPLETE, ERROR-FREE, OR WILL MEET ANYONE'S REQUIREMENTS OR THAT DEFECTS WILL BE CORRECTED, AND WE MAKE NO GUARANTEES OF ANY KIND WITH RESPECT TO ANY EMPLOYMENT OR EMPLOYMENT RESULTS. NO ADVICE, RESULTS, OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH INSITE OOH SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
FURTHERMORE, INSITE OOH PRODUCES AN ESTIMATE OF THE PAST INVESTMENT RESULTS OF A SELECTED PORTFOLIO AND DOES NOT NECESSARILY ACCURATELY PREDICT FUTURE TRADING RESULTS OR THE PERFORMANCE OF ANY STRATEGY OR ALGORITHM, WHICH MAY VARY SIGNIFICANTLY FROM THE RESULTS INDICATED BY THE OUTPUT. ALL OUTPUT IS FOR INFORMATIONAL PURPOSES ONLY. NOTHING ON INSITE OOH CONSTITUTES OR SHOULD BE CONSTRUED AS AN OFFER OR SOLICITATION TO BUY OR SELL ANY SECURITY. ALTHOUGH INSITE OOH MAY INCLUDE INVESTMENT-RELATED INFORMATION, NOTHING ON INSITE OOH IS OR SHOULD BE CONSTRUED AS A RECOMMENDATION TO PURCHASE, SELL OR HOLD ANY SECURITY OR OTHER INVESTMENT OR TO PURSUE ANY INVESTMENT STYLE OR STRATEGY. WE DO NOT GIVE ANY ADVICE OR MAKE ANY REPRESENTATIONS THROUGH INSITE OOH AS TO WHETHER ANY STRATEGY, ALGORITHM, SECURITY, OR INVESTMENT IS SUITABLE TO YOU OR WILL BE PROFITABLE. NOTHING ON INSITE OOH IS INTENDED TO BE, AND YOU SHOULD NOT CONSIDER ANYTHING ON INSITE OOH TO BE INVESTMENT, ACCOUNTING, TAX, FINANCIAL, LEGAL, OR OTHER ADVICE. IF YOU WOULD LIKE INVESTMENT, ACCOUNTING, FINANCIAL, TAX LEGAL, OR OTHER ADVICE, YOU SHOULD CONSULT WITH YOUR OWN FINANCIAL ADVISORS, ACCOUNTANTS, OR ATTORNEYS REGARDING YOUR INDIVIDUAL CIRCUMSTANCES AND NEEDS.
IN NO EVENT WHATSOEVER SHALL WE OR ANY OF THE PROTECTED PERSONS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL LOSSES, EXEMPLARY OR PUNITIVE DAMAGES, OR LOST BUSINESS, SALES, REVENUE, SAVINGS, OR PROFIT (WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE OR OTHERWISE), IN EACH CASE, ARISING FROM, OR DIRECTLY OR INDIRECTLY RELATED TO, YOUR ACCESS TO OR USE OF, OR THE INABILITY TO ACCESS OR USE, INSITE OOH OR ANY OUTPUT, YOUR PROVISION OF INPUT, EVEN IF SUCH PROTECTED PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, OR SUCH LOSSES OR DAMAGES ARE REASONABLY FORESEEABLE. In addition, in no event shall the total aggregate liability of the Protected Persons to you for all damages, losses, costs and expenses, and causes of action (whether in contract or tort, including negligence or otherwise) arising from or related to this Agreement or your access to or use of, or the inability to access or use, INSITE OOH or any Output, your provision of input or use of output exceed, in the aggregate, the lesser of (X) the amount, if any, paid by you to Company for your use of INSITE OOH or (Y) US$500. THE LIMITATION OF LIABILITY SET FORTH ABOVE SURVIVES ANY REMEDY’S FAILURE OF ESSENTIAL PURPOSE TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW. YOU AGREE THAT THE REMEDIES, DISCLAIMERS, LIMITATIONS, AND INDEMNITY SET FORTH IN THIS AGREEMENT ALLOCATE THE RISKS OF INSITE OOH, INPUT, AND OUTPUT BETWEEN US AND YOU AS AUTHORIZED BY APPLICABLE LAWS. THE ABSENCE OF MONETARY FEES IN THIS AGREEMENT REFLECTS AND IS SET IN RELIANCE UPON THIS ALLOCATION OF RISK AND THE LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT.
THE ABOVE EXCLUSIONS AND LIMITATIONS OF LIABILITY APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IF YOU ARE A CONSUMER FOR THE PURPOSES OF ANY APPLICABLE CONSUMER PROTECTION LEGISLATION, CERTAIN GUARANTEES, RIGHTS, AND REMEDIES MAY BE CONFERRED ON YOU WHICH CANNOT BE EXCLUDED, RESTRICTED, OR MODIFIED.
We may provide you with and/or you may choose digital certificate(s), unique identifiers, the user name(s), and/or password(s) which may be required to access or use INSITE OOH (collectively, “User Code(s)”). You agree that (a) any such User Codes are personal to the individual to whom they are issued or chosen; (b) you will not share or disclose any such User Codes with any other person; (c) you will take all necessary actions to preserve the confidentiality of such User Codes; (d) you are responsible for ensuring that all information contained in any request for a User Code or user registration is complete, correct and up to date; (e) you are responsible for all acts, omissions, and agreements that occur under any User Code; and (f) you shall notify us in writing in the event that you learn that: (i) any such User Code is lost, stolen, or improperly disclosed to a third party; (ii) the confidentiality of any User Code has been compromised in any way; or (iii) you learn about a possible or actual unauthorized access to and/or use of INSITE OOH.