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.
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.
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.
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.
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.
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.
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 firstname.lastname@example.org 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