Terms and Conditions


THIS MASTER SUBSCRIPTION AGREEMENT (“AGREEMENT”) GOVERNS YOUR ACQUISITION AND USE OF THE SERVICES. IF YOU REGISTER FOR A FREE TRIAL FOR ANY SERVICES, THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL. BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY (“ENTITY”), YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT SELECT THE “I ACCEPT” BUTTON AND MAY NOT USE THE SERVICE.

Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement including the following materials available on the Rosslyn website which are incorporated by reference herein, including but not limited to Rosslyn’s Security Policy, Cookies Policy, current Service specific Feature List and the relevant Order Form.

You may not access the Services if You are a Rosslyn direct competitor, except with Rosslyn’s prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

 

1. FREE TRIAL

Please review the Features List so that You become familiar with the features of the Services before You take your Trial Service or make Your purchase of a Purchased Service.

If You register on Rosslyn website for a free trial of any of the Services, Rosslyn will make one or more Services available to You on a trial basis free of charge until the earlier of (a) the end of the free trial period for which you registered or are registering to use the applicable Service or (b) the start date of any Purchased Services ordered by You. Additional trial terms and conditions may appear on the trial registration web page.

ANY DATA YOU ENTER INTO THE TRIAL SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE TRIAL SERVICES BY OR FOR YOU, DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL OR PURCHASE AN UPGRADED SERVICE BEFORE THE END OF THE TRIAL PERIOD. YOU CANNOT TRANSFER DATA ENTERED OR CUSTOMIZATIONS MADE DURING THE FREE TRIAL TO A PURCHASED SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL SERVICE (E.G., FROM PROFESSIONAL EDITION TO STANDARD EDITION). NOTWITHSTANDING SECTION 8 (WARRANTIES AND DISCLAIMERS), DURING THE FREE TRIAL THE SERVICES ARE PROVIDED “AS IS” WITHOUT ANY ROSSLYN WARRANTY.

 

2. PURCHASED SERVICES

2.1 Provision of Purchased Services.

Please review the Features List and any applicable User Guide so that You become familiar with the features of the Services before You make Your purchase of a Purchased Service.

Rosslyn shall make the Purchased Services available to You pursuant to this Agreement and the relevant Order Form during a subscription term. You agree that Your 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 Rosslyn regarding future functionality or features.

2.2 User Subscriptions

Unless otherwise specified in the applicable Order Form, (i) Services are purchased as User subscriptions and may be accessed by no more than the specified number of Users, (ii) additional User subscriptions may be added during the applicable subscription term at the same pricing as that for the pre-existing subscriptions thereunder, prorated for the remainder of the subscription term in effect at the time the additional User subscriptions are added, and (iii) any added User subscriptions shall terminate on the same date as the pre-existing subscriptions. User subscriptions are for designated Users only and cannot be shared or used by more than one User but may be reassigned to new Users replacing former Users who no longer require ongoing use of the Services.

 

3. USE OF THE SERVICES

3.1. Rosslyn Responsibilities.

We shall: (i) provide Rosslyn basic support for the Purchased Services to You at no additional charge (ii) use commercially reasonable efforts to make the Purchased Services available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which Rosslyn shall give at least 8 hours’ notice via the Purchased Services and which Rosslyn shall schedule to the extent practicable during the weekend hours from 6:00 p.m. Friday to 3:00 a.m. Monday GMT), or (b) any unavailability caused by circumstances beyond Rosslyn’s reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving Rosslyn employees), Internet Service Provider failures or delays, or denial of service attacks, and (iii) provide the Purchased Services only in accordance with applicable laws and government regulations.

All Services are subject to the quality of Your data in terms of its robustness, accuracy and detail. Rosslyn shall not be obliged to provide (or ensure that you have and are licensed to use) any third party software required for the receipt and use of the Service or performance of your obligations hereunder.

Each User must accept (and on clicking “I accept” to this Agreement is deemed to have accepted) the terms of Rosslyn’s end user license terms from time to time (the current version of which is set out at the end of this Agreement) (the “EULA”).  No access to any Services shall be permitted to a User without such acceptance. It is your responsibility to ensure that all Users accept and abide by the terms of the EULA and abide by all of the other terms of the Agreement.

You, not Rosslyn, shall have sole responsibility for the quality, integrity, legality, and ownership of Your Data that you enter into the Services. In order for Rosslyn to deliver Services to You, You consent and have obtained any consents from any relevant third party to use Your Data.

3.2. Applications, Support and Maintenance

The current list of Applications and configuration options available in each Service are listed on Rosslyn’s web site under Features List and incorporated in this Agreement by reference. Rosslyn will endeavor to ensure that the Applications are produced in a timely manner but does not guarantee the sequence of their production. Rosslyn shall have no liability whatsoever for delays caused by the delay in the upload of Your Data or for deficiencies in the Your Data preventing population and presentation of any Applications.

Within the Services, Users can utilize where applicable, the online User Guide and any help documentation. Additionally, Users may log a call on-line or call the customer support helpline.

3.2. Rosslyn Protection of Your Data.

We shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. Rosslyn shall not (a) disclose Your Data except as compelled by law in accordance with Section 7.3 (Compelled Disclosure) or as expressly permitted in writing by You, or (b) access Your Data except to provide the Services and prevent or address service or technical problems, or at Your request in connection with customer support matters.

Maintaining privacy standards and keeping Rosslyn customers’ data secure is a core business principle of Rosslyn. Rosslyn’s Security Policy may be viewed on Rosslyn’s website at www.rosslynanalytics.com. Rosslyn reserves the right to modify its policies at its reasonable discretion from time to time.

Should Your Data contain any “personal data” Rosslyn will process any personal data in Your Data in accordance with Your specific written instructions (if any) consistent with the scope of this Agreement and Rosslyn takes appropriate operational and technological measures to keep any personal data safe from unauthorized use or access, loss, destruction, theft or disclosure in accordance with its obligation as a data processor under the Act.

Because the Services are hosted, Rosslyn occasionally may need to contact Users of the Services with communications regarding the Services. You agree that Rosslyn can disclose the fact that You are a customer.

3.3. Your Responsibilities.

You shall (i) be responsible for Users’ compliance with this Agreement, (ii) be responsible for the quality and legality of Your Data entered into the Services and of the means by which You acquired Your Data, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Rosslyn promptly of any such unauthorized access or use, and (iv) use the Services only in accordance with this Agreement, any applicable User Guide and applicable laws and government regulations. You shall not (a) make the Services available to anyone other than Users, (b) sell, resell, rent or lease the Services, (c) 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 privacy rights, (d) use the Services to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, or (f) attempt to gain unauthorized access to the Services or their related systems or networks.

3.4. Usage Limitations.

Trial Services and Purchased Services may be subject to other limitations, such as, for example, limits on storage space, on the number of calls You are permitted to make against Rosslyn application programming interface, and, for Services that enable You to provide public websites, on the number of page views by visitors to those websites. Any such limitations are specified in the Features List. Rosslyn reserves the right to establish or modify its general practices and limits relating to storage of Your Data.

 

4. NON ROSSLYN PROVIDERS

4.1. Acquisition of Rosslyn Services.

We may from time to time make available to You third-party products or services, including but not limited to Non Rosslyn Applications and implementation, customization and other consulting services.

4.2. Non Rosslyn Applications and Your Data.

If You install or enable Non Rosslyn Applications for use with Services, You acknowledge that Rosslyn may allow providers of those Non Rosslyn Applications to access Your Data solely as required for the interoperation of such Non Rosslyn Applications with the Services. Rosslyn shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by Non Rosslyn Application providers. The Services shall allow You to restrict such access by restricting Users from installing or enabling such Non Rosslyn Applications for use with the Services.

 

5. FEES AND PAYMENT FOR PURCHASED SERVICES

5.1. Fees.

You shall pay all fees specified in all Order Forms hereunder. Except as otherwise specified herein or in an Order Form, (i) fees are based on services purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) the number of User subscriptions purchased cannot be decreased during the relevant subscription term stated on the Order Form. User subscription fees are based on monthly periods that begin on the subscription start date and each monthly anniversary thereof; therefore, fees for User subscriptions added in the middle of a monthly period will be charged for that full monthly period and the monthly periods remaining in the subscription term.

5.2. Invoicing  and  Payment.

You will provide Us with a valid purchase order or valid and updated credit card information, or with or alternative document reasonably acceptable to Us. If You provide credit card information to Us, You authorize Us to charge such credit card for all Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in Section 11.2 (Term of Purchased User Subscriptions). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, We will invoice You in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due net 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information.

5.3. Overdue Charges.

If any charges are not received from You by the due date, then at Our discretion, (a) such charges may accrue late interest at the rate of 1.4% of the outstanding balance per month from the date such payment was due until the date paid, and/or (b) Rosslyn may condition future subscription renewals and Order Forms on payment terms shorter than those specified in Section 5.2 (Invoicing and Payment).

5.4. Suspension of Service.

If any amount owing by You under this or any other agreement for Rosslyn services is 30 or more days overdue (or 10 or more days overdue in the case of amounts You have authorized Rosslyn to charge to Your credit card), Rosslyn may suspend Rosslyn services to You until such amounts are paid in full. We will give You at least 7 days’ prior notice that Your account is overdue, in accordance with Section 12.2 (Manner of Giving Notice), before suspending services to You.

5.5. Payment Disputes.

Rosslyn shall not exercise Our rights under Section 5.3 (Overdue Charges) or 5.4 (Suspension of Service) if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.

5.6. Taxes.

Unless otherwise stated, Rosslyn fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes“). You are responsible for paying all Taxes associated with Your purchases hereunder. If Rosslyn have the legal obligation to pay or collect Taxes for which You are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by You, unless You provide Rosslyn with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Rosslyn are solely responsible for taxes assessable against it based on Rosslyn income, property and employees.

 

6. PROPRIETARY RIGHTS

6.1. Reservation of Rights in Services.

Subject to the limited rights expressly granted hereunder, Rosslyn (and its licensors, where applicable) reserve all rights, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein. RA.Pid®, QlikView OnDemand, the Rosslyn logo, and any product names associated with the Service are trademarks of Rosslyn (and its licensors, where applicable), and no right or license is granted to use them.

6.2. Restrictions.

You shall not (i) permit any third party to access the Services except as permitted herein or in an Order Form, (ii) create derivate works based on the Services except as authorized herein, (iii) copy, frame or mirror any part or content of the Services, other than copying or framing on Your own intranets or otherwise for Your own internal business purposes, (iv) reverse engineer the Services, or (v) access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services.

6.3. Your Applications and Code.

If You, a third party acting on Your behalf, or a User creates applications or program code using the Services, You authorize Rosslyn to host, copy, transmit, display and adapt such applications and program code, solely as necessary for Rosslyn to provide the Services in accordance with this Agreement. Subject to the above, We acquire no right, title or interest from You or Your licensors under this Agreement in or to such applications or program code, including any intellectual property rights therein.

 6.4. Your Data.

Subject to the limited rights granted by You hereunder, We acquire no right, title or interest from You or Your licensors under this Agreement in or to Your Data, including any intellectual property rights therein.

 6.5. Suggestions.

Rosslyn shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by You, including Users, relating to the operation of the Services.

 

7. CONFIDENTIALITY

7.1. Definition of Confidential Information.

As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party“) to the other party (“Receiving Party“), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information shall include Your Data; Our Confidential Information shall include the Services; and Confidential Information of each party shall include the terms and conditions of this Agreement and all Order Forms, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information (other than Your Data) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

7.2. Protection of Confidential Information.

The Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) (i)not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither party shall disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates and their legal counsel and accountants without the other party’s prior written consent.

7.3. Compelled Disclosure.

The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

 

8. WARRANTIES AND DISCLAIMERS

8.1. Our Warranties.

Rosslyn warrant that (i) Rosslyn have validly entered into this Agreement and have the legal power to do so, (ii) the Purchased Services shall perform materially in accordance with any applicable User Guide, (iii) subject to Section 5.3 (Integration with Non Rosslyn Services), the functionality of the Services will not be materially decreased during a subscription term, and (iv) Rosslyn will not transmit Malicious Code to You (unless  You or a User uploads a file containing Malicious Code into the Services and later downloads that file containing Malicious Code). For any breach of a warranty above, Your exclusive remedy shall be as provided in Section 11.3 (Termination for Cause) and Section 11.4 (Refund or Payment upon Termination) below.

8.2. Your Warranties.

You warrant that You have validly entered into this Agreement, have the legal power to do so, that you have all rights and consents to use Your Data in this manner, and You will not transmit Malicious Code to Rosslyn.

8.3. Disclaimer.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

 

9. MUTUAL INDEMNIFICATION

9.1. Indemnification by Us.

Rosslyn shall defend You against any claim, demand, suit, or proceeding made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party (a “Claim Against You“), and shall indemnify You for any damages, attorney fees and costs finally awarded against You as a result of, and for amounts paid by You under a court-approved settlement of, a Claim Against You; provided that You (a) promptly give Us written notice of the Claim Against You; (b) give Rosslyn sole control of the defense and settlement of the Claim Against You (provided that We may not settle any Claim Against You unless the settlement unconditionally releases You of all liability); and (c) provide to Rosslyn all reasonable assistance, at Rosslyn expense. In the event of a Claim Against You, or if We reasonably believe the Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringe or misappropriate, without breaching Our warranties under “Our Warranties” above, (ii)obtain a license for Your continued use of the Services in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date of termination.

9.2. Indemnification by You.

You shall defend Us against any claim, demand, suit or proceeding made or brought against Rosslyn by a third party alleging that Your Data, or Your use of the Services in breach of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law (a “Claim Against Us“),and shall indemnify Us for any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-approved settlement of, a Claim Against Us; provided that We (a) promptly give You written notice of the Claim Against Us; (b) give You sole control of the defense and settlement of the Claim Against Us (provided that You may not settle any Claim Against Us unless the settlement unconditionally releases Us of all liability); and (c) provide to You all reasonable assistance, at Your expense.

9.3. Exclusive Remedy.

This Section 9 (Mutual Indemnification) state the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section.

 

10. LIMITATION OF LIABILITY

10.1. Limitation of Liability.

NEITHER PARTY’S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) SHALL EXCEED THE LESSER OF $250,000 OR THE AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER. THE FOREGOING SHALL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION 6 (FEES AND PAYMENT FOR PURCHASED SERVICES).

10.2. Exclusion of Consequential and Related Damages.

IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

 

11. TERM AND TERMINATION

11.1. Term of Agreement.

This Agreement commences on the date You accept it and continues until all User subscriptions granted in accordance with this Agreement have expired or been terminated. If You elect to use the Services for a free trial period and do not purchase a subscription before the end of that period, this Agreement will terminate at the end of the free trial period.

11. 2. Term of Purchased User Subscriptions.

User subscriptions purchased by You commence on the start date specified in the applicable Order Form and continue for the subscription term specified therein.

Except at the expiry any Trial Period or as otherwise specified in the applicable Order Form, all User subscriptions shall automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 60 days before the end of the relevant subscription term. The per-unit pricing during any such renewal term shall be the same as that during the prior term.

11.3. Termination for Cause.

A party may terminate this Agreement for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

11.4. Refund or Payment upon Termination.

Upon any termination for cause by You, We shall refund You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by Us, You shall pay any unpaid fees covering the remainder of the term of all Order Forms after the effective date of termination. In no event shall any termination relieve You of the obligation to pay any fees payable to Us for the period prior to the effective date of termination.

11.5. Return of Your Data.

Upon request by You made within 30 days after the effective date of termination of a Purchased Services subscription, We will make available to You for download a file of Your Data. After such 30-day period, We shall have no obligation to maintain or provide any of Your Data and may thereafter, unless legally prohibited, delete all of Your Data in Our systems or otherwise in Our possession or under Our control.

11.6. Surviving Provisions.

Section 5 (Fees and Payment for Purchased Services), 6 (Proprietary Rights), 7 (Confidentiality), 8.3 (Disclaimer), 9 (Mutual Indemnification), 10 (Limitation of Liability), 11.4 (Refund or Payment upon Termination), 11.5 (Return of Your Data), 11.6 (Surviving provisions), 13 (Local laws and Export Control) and 25 (General Provisions) shall survive any termination or expiration of this Agreement.

 

12. LOCAL LAWS, EXPORT CONTROL AND BRIBERY

The User of the Service and site acknowledge and agree they shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States, Switzerland and/or the European Union maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S., European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.

You are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of all countries. None of the Applications, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States government or appropriate European body for such purposes.

Rosslyn and You confirm neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of the other’s employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If You learn of any violation of the above restriction, You will use reasonable efforts to promptly notify Our Legal Department. If Rosslyn learn of any violation of the above restriction, Rosslyn will use reasonable efforts to promptly notify Your Legal Department.

 

13. NOTICE

You may give notice by means of a general notice on the Services, electronic mail to legal@rosslynanalytics.com (attention Legal Department in the Subject Box) , or by written communication sent by first class mail or pre-paid post to the address below. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Rosslyn (such notice shall be deemed given when received by Rosslyn) at any time by any of the following: letter sent by confirmed facsimile to Legal Department, Rosslyn at the following fax number: +44 (0)207 681 3497; letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Rosslyn at the following address: Rosslyn Analytics Ltd, 25 Eccleston Place, Victoria, London, SW1W 9NF, UK addressed to the attention of: The Legal Department.

 

14. MODIFICATION TO TERMS

Rosslyn reserves the right to modify the terms and conditions of this Agreement or incorporated documents relating to the Services at any time, effective upon notifying You of an updated version of this Agreement on the Service. Continued use of the Service after any such changes shall constitute your consent to such changes.

 

15. ASSIGNMENT; CHANGE IN CONTROL

This Agreement may not be assigned by you without the prior written approval of Rosslyn but may be assigned without your consent by Rosslyn to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of You that results or would result in a direct competitor of Rosslyn directly or indirectly owning or controlling 50% or more of You shall entitle Rosslyn to terminate this Agreement for cause immediately upon written notice.

 

16. THIRD PARTY INTERACTIONS

During use of the Service, you may enter into correspondence with, purchase goods and/or Services from, or participate in promotions of advertisers or sponsors showing their goods and/or Services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. Rosslyn and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. Rosslyn does not endorse any sites on the Internet that are linked through the Service. Rosslyn provides these links to you only as a matter of convenience, and in no event shall Rosslyn or its licensors be responsible for any Applications reports, products, or other materials on or available from such sites.

 

17. GENERAL

This Agreement shall be governed by the law of England and Wales, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the courts located in England and Wales. No text or information set forth on any other purchase order, pre-printed form or document (other than the Order Form) shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and Rosslyn as a result of this agreement or use of the Service. The failure of Rosslyn to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Rosslyn in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between you and Rosslyn and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

 

18. DEFINITIONS

As used in this Agreement and in any Order Forms now or hereafter associated herewith:

Act” means the Data Protection Act 1998. Any words which are defined in that Act (such as “personal data”, “sensitive personal data” “data controller”, “data processor”, “data subject” and “processing”) shall have the same meanings when used in this Agreement;

“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.”

“Applications” means each of applications, whether the audio and visual information, documents, software, products and services, contained or made available to you in the course of using the Service;

AppStore” means the online directory of Applications that interoperate with the Services, located at http://www.rosslynanalytics.com or at any successor websites.

Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, Service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world and includes all such rights in the Rosslyn Technology, any third party licensors and any Non Rosslyn Applications;

License Administrator(s)” means if applicable, any End User that is authorized to purchase licenses online using the Order Form to create additional End User accounts and otherwise administer your use of the Service;

Order Form(s)” means the online registration process or other registration form entered into between You and Rosslyn from time to time evidencing the initial subscription for the Service and any subsequent Order Forms submitted online or in written form, specifying, among other things, the number of licenses and any other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail);

“Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.”

“Non Rosslyn Applications” means online applications and offline software products that are provided by entities or individuals other than Us and are clearly identified as such, and that interoperate with the Services, including but not limited to those listed on the AppStore.

 “Purchased Services” means the products and services that You or Your Affiliates purchase under an Order Form, as distinguished from those provided pursuant to a free trial. You acknowledge that You have had the opportunity to review the Features List of the Service and any applicable User Guide described in Sections 1 and 2 (as applicable).

Rosslyn, We, Us, or Our means Rosslyn Analytics Ltd, a private limited company having its principal places of business at 25 Eccelston Place, Victoria, London, SW1W 9NF, UK and such other places of business as identified on www.rosslynanalytics.com.

Rosslyn Technology” means all of Rosslyn’s (or its licensors) proprietary technology (including software, hardware, products, processes, algorithms, User interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to You in providing the Services;

“Services” means Trial Services or Purchased Services made available by Us online via the customer login link at http://www.rosslynanalytics.com and/or other web pages designated by Us, including associated offline components. “Services” includes Non Rosslyn Applications.

“Trial Services” means the products and services that are ordered by You under a free trial as distinguished from Purchased Services.

“User Guide” means any applicable online user guide for the Services, accessible via login at http://www.rosslynanalytics.com, as updated from time to time.

“Users” means individuals who are authorized by You to use the Services, for whom subscriptions to a Service have been ordered, and who have been supplied user identifications and passwords by You (or by Us at Your request). Users may include but are not limited to Your employees, consultants, contractors and agents, and third parties with which You transact business. User subscriptions are for designated Users only and cannot be shared or used by more than one User but may be reassigned to new Users replacing former Users who no longer require ongoing use of the Services.

You or “Your” means the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity.”

“Your Data” means all electronic data, information or material submitted by you to the Purchased Services;

 

END USER LICENSE AGREEMENT (EULA)

1) Where a Service includes an element that is “Powered by QlikView” the End User is prohibited from using the QlikTech products in any way other than integrated with the data structures of the Service. The End User may under no circumstances whatsoever use the QlikTech products independently or separated from the Services.

2) The End User shall be prohibited from using the Services other than in accordance with the provisions of this EULA. Further, Rosslyn reserves the right to conduct audits at the End User’s premises to ascertain whether the End User’s use of the Service complies with the provisions of this EULA.

3) The End User shall have no ownership rights in the Services. Ownership of the QlikTech products and the copyright and all other intellectual property rights in and associated with the QlikTech products shall remain at all times with QlikTech or its licensors. The End User shall not have any rights in the trademarks, service marks or designs of QlikTech, all of which remain the exclusive property of QlikTech.

4) The End User shall ensure that any export from the Services is produced only in accordance with the terms of this EULA and for the End User’s own benefit, that it is clearly marked on the copy that such copy is subject to copyright and confidentiality, and that a written list is maintained of the number of copies and place of storage.

5) The End User may not sub-license, publish, display, disclose, rent, lease, modify, loan, distribute, or create derivative works of the Services or any part thereof. The End User may not transfer the Services except as provided in the EULA.

6) The End User may not reverse engineer, decompile, disassemble, translate, or adapt the Services, nor shall the End User attempt to create the source code from the object code of the Services unless explicitly permitted by applicable and mandatory law.

7) The End User shall have no right to grant sub-licenses or to assign the benefit or burden of the EULA in whole or in part. Further, the End User shall discontinue use and destroy or return all copies of the Services on termination of the EULA.

- See more at: http://www.rosslynanalytics.com/terms-of-use/#sthash.okBkNWkn.dpuf