User Agreement

THIS IS A BINDING LEGAL DOCUMENT. IF YOU AGREE TO ALL TERMS, CLICK “I ACCEPT” AFTER READING THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL TERMS, DO NOT CLICK “I ACCEPT” AND YOU WILL NOT BE PERMITTED TO ACCESS AND USE ENQUIRE® SOFTWARE AND SERVICES.

  1. LICENSE. Once you accept this Agreement, Enquire Solutions, LLC (hereafter “enquire,” “We,” “Us” or “Our”) will provide you with an activated user name and a password to use licensed enquire® software and services for their normal and intended purposes and for your internal business purposes only. This ability to use enquire® software and services is known as a license. The license is non-exclusive and terminable. We may terminate this license if you fail to abide by all terms of this Agreement. If you are employed and are using enquire® software and services through your employer, all references to “you” in this Agreement include your “employer.” When you use enquire® software and services, your use is also subject to our Privacy Policy which covers how we collect, use, share, and store your personal information.
  1. ENQUIRE SERVICES INCLUDED. This Agreement applies to all enquire® software and services selected by you, including without limitation, and by way of example and not limitation, Our customer relationship management software (CRM), Our Marketing Automation software, Our Contact Center services, and any software and services owned by a third party and licensed to you with such third-party’s permission. Any new services, updates, modifications, enhancements, or new versions, if We provide any to you, will also be subject to this Agreement.
  1. EVALUATION LICENSE. This Agreement also applies to any evaluation license or free trial period. If you are accessing enquire® software or services for testing purposes, for evaluation purposes, or under a free trial period, your use is only permitted for the stated, limited, time period. Such evaluation or free trial period is provided “AS-IS” without indemnification, support, or warranty of any kind, express or implied.
  1. LICENSE RESTRICTIONS. You agree to abide by the following restrictions now and after your license to use enquire® software and services ends. We may interrupt or cancel your access if you fail to abide by these restrictions or any terms of this Agreement, which cancellation or interruption shall not be a breach of this Agreement. Without Our prior written permission:

a. You will keep your login information secret and you are responsible for all activities that occur under such login information. Notwithstanding, you may share such login information with your systems administrator, if any.
b. You shall not change, modify, enhance, or adapt enquire® software or services in whole or in part.
c. You shall not copy, reproduce, republish, upload, post, transmit, license, sublicense, rent, lease, assign, or distribute enquire® software and services, or any portion thereof, or facilitate or permit a third party to do so.
d. You shall not create any software or services that are derived from enquire® software and services.
e. You shall not reverse assemble, decompile, disassemble, re-engineer, or reverse compile enquire® software and services in whole or in part.
f. You shall not sub-license or distribute any enquire® software and services.
g. You shall not remove or alter any of Our Intellectual Property (defined herein) or notices, disclaimers, or other legends (collectively “Legends”) contained in enquire® software and services or appearing on any screens, documents, reports, numeric results, or other materials.
h. You shall not provide enquire® software or services to any third party or support a third-party’s operations through the access and/or use of enquire® software and services.
i. You shall not attempt to access any of Our systems, programs, or data that are not specifically licensed to you or otherwise made available by Us for your use.
j. You shall not use any device or software to interfere or attempt to interfere with the proper operation of enquire® software and services.
k. You shall not ship, transmit, transfer, or export enquire® software and services into any country or use enquire® software and services in any manner prohibited by U.S., or by the importing nation’s, applicable import/export laws, restrictions, or regulations.
l. You shall not publicly display enquire® software and services.
m. You shall not transmit enquire® software and services electronically or allow access to enquire® software and services over a network or a public computer-based information system that permits access to a greater number of users than licensed.
n. You shall not use enquire® software and services in multiple computer or multiple user arrangements unless that use is covered by a separate license for each computer or user.
o. You shall abide by all applicable local, state, national, and international laws and regulations.
p. You shall reproduce and display all Legends on authorized copies of enquire® reports and related materials.
q. You shall promptly notify Us by email at the customer support email address provided to you of any unauthorized use of your login information or the login information of any other user within your organization.
r. You shall use all reasonable efforts as are standard in the industry to assist Us in providing enquire® software and services to you.
s. The terms of this Section #4 and all subparagraphs will survive the termination of this Agreement.

  1. REVISIONS. We reserve the right to modify, discontinue, delete, or restrict any aspect or feature of enquire® software and services without notice or liability to you. We also reserve the right to change this Agreement at any time and in any manner. We will, however, make commercially reasonable efforts to provide you with prior notice of such alterations. We agree that changes cannot be retroactive. The most current version of this Agreement is available at https://enquiresolutions.com/user-agreement/ and will replace all previous versions. As such, you should review this Agreement periodically. Your only recourse, if you disagree with this Agreement at any time, is to discontinue your use of enquire® software and services and to close your account.
  1. FEES/CHANGES. All charges for use of enquire® software and services are specified in a separate written agreement. Please be aware that your actions may result in increased charges.
  1. SYSTEMS ADMINISTRATORS. If you are a systems administrator who has licensed multiple logins, you may authorize additional end users, up to the number of licensed passwords; and you may assign various permission levels to those passwords.
  1. DATABASE INFORMATION. Data you input in enquire® software and services is owned by you or your employer. While we store and otherwise maintain your data as We store Our own data, We recommend you back up your data regularly. If you lose or damage your data, We are not responsible for that loss. We will use commercially reasonable efforts to assist you in restoring lost or damaged data from Our latest backup that We maintain in accordance with Our standard archival/backup procedures; however, you will be charged Our standard hourly rates for that restoration. You promise that all data and content does not violate any applicable laws or anyone’s rights.
  1. DATA LICENSE. You grant Us, Our business partners, and licensors a royalty-free, nonterminable, world-wide license to view, copy, report on, commingle, and otherwise use non-personally identifiable database information, analytics, and statistical information derived from your data (i) to improve Our products and services generally, (ii) to perform troubleshooting and maintenance, (iii) to advertise Our products and services, (v) to research and develop new commercial products and services, and (vi) for any other commercial purposes.
  1. OWNERSHIP. We own, or possess a license allowing us to sublicense, all enquire® software and services. The license granted to you gives you no other right, title, or interest in enquire® software and services. Upon termination of this license, (i) you will not maintain any copies of enquire® software and services, (ii) you will destroy all copies of such software and services, (iii) upon Our request, you will promptly certify that you do not have possession of any of Our tangible or intangible property. Notwithstanding, to the extent enquire® software and services are backed up on your information management system, you may retain such backups, provided that no access is permitted to such backups and such backup information is timely destroyed pursuant to your electronic backup retention/destruction policy. The terms of this Section #10 will survive termination of this Agreement.
  1. AS IS SOFTWARE. OUR SOFTWARE IS PROVIDED TO YOU “AS IS.” Except as otherwise agreed in a separate written Agreement, and to the maximum extent permitted by law,

a. WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING ENQUIRE® SOFTWARE AND SERVICES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, RELIABILITY, MERCHANTABILITY, NON-INFRINGEMENT, AND ACCURACY.
b. YOU, OR YOUR EMPLOYER, IF APPLICABLE, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION OF PROBLEMS CAUSED BY VIRUSES OR OTHER HARMFUL COMPONENTS.
c. All terms in this Section #11, including subparagraphs, will survive termination of this Agreement.

  1. LIMITATIONS ON LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT AS SPECIFICALLY PROVIDED HEREIN OR BY SEPARATE WRITTEN AGREEMENT THAT OVERRIDES THIS AGREEMENT, WE WILL NOT BE LIABLE IN ANY MANNER TO YOU, YOUR EMPLOYER, IF APPLICABLE, OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS OR LOST BUSINESS OPPORTUNITIES, WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS INFORMATION, DATA, ATTORNEYS’ FEES, AND COSTS) ARISING OUT OF THE USE OF OR INABILITY TO USE ENQUIRE® SOFTWARE AND SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF OUR FAULT OR NEGLIGENCE. IN THE EVENT THIS LIMITATION IS ADJUDICATED IN A JURISDICTION THAT DOES NOT ACCEPT SUCH LIMITATION(S), OUR LIABILITY SHALL NOT EXCEED THE TWO MONTHS OF FEES CHARGED TO YOU BY ENQUIRE PRIOR TO THE CLAIM ARISING FOR YOUR SUBSCRIPTION TO ENQUIRE® SOFTWARE AND SERVICES, INCLUDING ATTORNEYS’ FEES AND COSTS. The terms of this Section #12 will survive the termination of this Agreement.
  1. NO COMMINGLING/SOLICITATION.

a. You may not attempt to develop business through use of any part of enquire® software and services except as otherwise permitted by Our prior written authorization. By way of example and not limitation, you also agree not to present, develop, manufacture, produce, market, distribute, sell, or provide any product or service that uses any concepts, formats, presentation methods, terminology, and/or other Intellectual Property (defined herein) owned by Us or that is specifically derived from or attributable to enquire® software and services anywhere in the world.
b. You will not induce or attempt to induce any person not to purchase or use any enquire® software and services.
c. The terms of this Section #13, including subparagraphs, will survive the termination of this Agreement.

  1. END USER INDEMNIFICATION. You agree to indemnify and hold Us harmless from any Claim (defined herein), including attorneys’ fees and costs, arising or resulting from your breach of any term of this Agreement. The terms of this Section #14 will survive termination of this Agreement.
  1. CONFIDENTIALITY. Certain data or information within enquire® software and services may be considered confidential. Check with your employer, if any. You will maintain as confidential any non-public information that would reasonably be considered confidential under the circumstances and will not share such information with third parties. The terms of this Section #15 will survive termination of this Agreement.
  1. COPYRIGHTS, TRADEMARKS, AND TRADE NAMES. Other than as required to be displayed on any Legends on reports, this Agreement does not grant you any right to use Our Intellectual Property, including without limitation, Our copyrighted materials, trademarks, logo, or trade name. The terms of this Section #16 will survive the termination of this Agreement.
  1. HARDWARE AND SERVICE. We do not supply any hardware to you. You are solely responsible for acquiring and maintaining all hardware and software to allow you to access to enquire® software and services. You agree to follow all appropriate operating instructions and procedures that We or third parties may provide. In the event you lose information through network, hardware, software, (other than enquire) or user error, you are responsible for any charges in Our attempting to retrieve that information. WE CANNOT GUARANTEE RECOVERY.
  1. ACCESS. You understand and agree that the operation and availability of the systems used to access and interact with enquire® software and services, including, without limitation, computer networks and the Internet can be unpredictable and may interfere with, or prevent access to, enquire® software and services. We are in no way responsible for any such interference or inoperability. Your sole recourse for performance issues that are not resolved to your satisfaction is to terminate this license and stop using enquire® software and services.
  1. SOFTWARE PROVIDED WITH RESTRICTED RIGHTS. If enquire® software and services are used on behalf of a U.S. government agency or quasi-government agency, this Agreement is binding on government users in accordance with the policy stated at FAR Sec. 12.211 and 12.212 (nondefense agencies) or DFAR Sec. 227.7201 and 227.7202 (for defense agencies). enquire® software and services are commercial items, developed at private expense, and not under a government contract. Pursuant to FAR Sec. 12.212 (for nondefense agencies) and DFAR Sec. 227.7202-1 and 227.7202-3 (for defense agencies), the government’s rights in such licensed software and related services are limited to those rights granted in this Agreement or preapproved by Us in writing.
  1. EXPORT REPRESENTATION AND WARRANTY. You warrant and represent that you will not export or transmit enquire® software and services or any part thereof to any country to which such export or transmission is restricted by any applicable U.S. or importing nation’s regulation or statute without appropriate governmental consents. You agree to indemnify and hold Us harmless from any Claim (defined herein), including, but not limited to, attorneys’ fees and costs, for any breach of this Section #20.
  1. SUPPORT/TRAINING. Unless you enter into a separate maintenance, service, and/or training agreement with Us, We will not provide any training or onsite support relating to enquire® software and services.
  1. TERMINATION. We may terminate this Agreement immediately if you breach this Agreement or any portion of enquire’s other agreements executed by you, or your employer, of which this Agreement is a part. Otherwise, unless otherwise agreed by separate written agreement, We or you may terminate this Agreement on ninety (90) days written notice during the first year of your use of enquire® software and services (the “Initial Term”) for any reason or no reason. If you have an employer, only your employer may terminate this Agreement or request dispute resolution on your behalf. Any payments due to Us prior to the termination date will still be due and owing after termination. Further, unless agreed upon by separate written agreement, We also have the right to change or end enquire® software and services.
  1. DISPUTE RESOLUTION. With the exception of any type of dispute (a Claim as defined herein) wherein We are entitled to seek the immediate remedy of a temporary restraining order, preliminary injunction, or such other form of injunctive or equitable relief as may be used by a court of competent jurisdiction to restrain or enjoin you from breaching this Agreement, or to specifically enforce the provisions thereof, you and We agree to attempt to resolve any Claim through negotiations between Our principals within thirty (30) days of notice of an initial Claim. Unless otherwise agreed by separate written agreement,

a. If such principals are unable to satisfactorily resolve the Claim, you (or, if applicable, your employer) and We may then mutually agree to submit the Claim to mediation or, if such Claim shall be submitted to arbitration no earlier than sixty (60) days after the Claim arises.
b. An impartial arbitrator (or mediator) skilled in the area of the Claim shall be chosen by Dispute Resolution Systems, a Colorado Limited Liability Company (“JAMS”) located in Denver, Colorado (http://www.JAMSADR.com) upon the request of either of us with notice to the other.
c. Within ten (10) business days following notice of an intent to arbitrate by either you (or your employer, if applicable) or Us, or a mutual agreement to mediate, either of us may then request that JAMS select and appoint an arbitrator (or mediator); and we shall jointly arrange to meet, either in person, telephonically or electronically for an arbitration (or mediation) session in the Denver metro area.
d. The arbitrator’s decision shall be determined, without regard to any conflicts or choice of law provisions, pursuant to the laws and regulations of Colorado, except where U.S. Federal law applies, and shall rely upon the Colorado Rules of Civil Procedure.
e. Should either you (or your employer) fail to appear at a scheduled arbitration session (or mediation session) after agreeing to the time for such arbitration (or mediation), the arbitrator shall rule in favor of enquire.
f. Costs for arbitration or mediation will be shared equally by you (or your employer if applicable) and Us.
g. You (or your employer, if applicable) and enquire may each engage legal counsel to assist in presenting arguments to the arbitrator (or mediator) at each of our own sole expense.
h. Arbitration may include discovery but shall be limited to 200 interrogatories and admissions and 2 depositions for each of you (or your employer) and Us.
i. The arbitrator shall have the power to set time limits on, or reduce the total hours of, arbitration.
j. The arbitrator shall issue a final binding decision within thirty (30) days of the final arbitration, which decision shall be fully enforceable and registrable as a judgment in all applicable jurisdictions.
k. Claims may only be brought on an individual, non-class, basis.
l. In the event of a successful mediation, a mediation agreement signed by principals of both of us shall be enforceable as a contract.
m. The terms of this Section #23, including subparagraphs, shall survive termination of this Agreement for a period of three (3) years.

  1. DEFINITIONS.

a. Claim or Claims means any disagreement, including without limitation, any controversy, dispute, demand, cause of action, litigation, or other controversy or legal or equitable proceeding, whatsoever.
b. Intellectual Property has its commonly and most broadly understood meaning and includes, without limitation, (i) all ideas reduced to a tangible expression, industrial property, discoveries, concepts, work, or inventions that are the result of creativity, and may or may not be represented by patents, patent applications, trademarks, copyrights, trade dress, and trade secrets, (ii) confidential and proprietary information, moral rights, and know-how, and (iii) publicity and privacy rights, all of (i), (ii), and (ii) in any form and format and whether or not registered or registrable. Without limiting this definition, and by way of example only, Intellectual Property includes any code licensed from third parties and utilized within enquire® software or services, Our trademarks, Our software, including software licensed from third parties, Our call center scripts, and all information and material on Our website(s).
c. The definitions contained within Section #24 shall survive termination of this Agreement.

  1. GENERAL. Unless otherwise agreed by separate written agreement,

a. WAIVER. Waiver by either of us of any provision of this Agreement must be in writing to be effective. Waiver of any breach of any provision of this Agreement shall not constitute or operate as a waiver of breach of such provision on any other occasion nor a waiver of any breach of other provisions, nor shall failure to enforce any provision operate as a waiver of such provision.
b. APPLICABLE LAW/CHOICE OF LAW. This Agreement shall be construed in accordance with and governed by the laws of Colorado, except to the extent that U.S. Federal law supersedes, without regarding to any conflict of laws provisions. All disputes shall be determined through the dispute resolution procedure specified in Section #23 herein.
c. NO ASSIGNMENT. You may not assign or transfer this Agreement, the license granted, or the rights or obligations specified herein without Our prior written authorization.
d. MODIFICATION. This Agreement may be amended or altered from time to time at Our sole and exclusive discretion.
e. SEVERABILITY. The provisions of this Agreement shall be deemed severable and the invalidity, illegality, or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provisions. In the event any provision of this Agreement is found to be invalid, illegal, or unenforceable, we or any assigned mediator or arbitrator within the agreed-upon jurisdiction shall endeavor to modify that clause in a manner that gives effect to our intent in entering into this Agreement.
f. NOTICES. Any notice, request, demand, or other communication must be in writing and will be deemed sufficiently given upon courier, U.S. mail, or hand-delivery (i) to enquire: if delivered to the authorized enquire Account Representative with written verification of receipt, and (ii) to you: if delivered to your designated Client Contact with written verification of receipt. All such notices are effective on the date of receipt. In the event the authorized contact is no longer available, and no replacement has been appointed, notice will be effective if delivered by the above-means if provided in writing to an officer, executive, or registered agent.
g. HEADINGS. All captions, fonts, underlining, or footers used in this Agreement are for convenience only and shall have no meaning in the interpretation or effect of this Agreement.
h. CONSTRUCTION. This Agreement, including revisions and amendments, shall not be construed against the drafter. Any action that is prohibited from being accomplished “directly” is also prohibited from being accomplished “indirectly.” Any enquire® software and services referenced herein shall include, where applicable, third-party licensed software and services offered by enquire and included in licensed software and services, whether specifically referenced or not. Any reference to enquire® software and services shall also include enquire® software or services.
i. AUTHORITY. In addition to all terms herein, by clicking “I ACCEPT,” you represent and warrant to Us that you (i) have read and understood all terms of this Agreement, (ii) are over the age of 18, (iii) are competent to agree to this Agreement, and (iv) will abide by these terms.
j. SURVIVAL. Section #25, including all subparagraphs, will survive the termination of this Agreement.

If you have any questions about this Agreement, please contact billing@enquiresolutions.com  before clicking “I accept.” For legal notices or service of process, you may write us at: 7600 E. Orchard Road, #100N, Greenwood Village, Colorado 80111.

Updated: December 3, 2019
Effective: January 2, 2020