Limited License Subject to these Terms, Inigo hereby grants you a limited, non-exclusive, non- transferable, revocable, worldwide license, without right of sublicense, to use the Inigo Services, subject to the terms set forth herein and in the PO.
Free Trial If the PO provides you with access to the Inigo Service on a trial, courtesy or evaluation basis or the Inigo Service is labeled as “Pre-Release,” “Limited Release,” “Beta” or otherwise described as experimental, untested, or not fully functional (“Free Software”), then this section of these Terms shall also apply. To the extent that any provision in this section is in conflict with any other term or condition in these Terms, this section shall supersede such other term(s) and condition(s) with respect to such Free Software, but only to the extent necessary to resolve the conflict. All Free Software is provided as is, without any warranty, indemnity, maintenance or support, express or implied, subject to any statutory rights that cannot be excluded or limited by law. Accordingly, you acknowledge that any use of the Free Software is entirely at your own risk.
Confidential Information All proprietary and non-public information made available by one Party to the other in connection with these Terms shall be considered as confidential and proprietary information of the disclosing Party, whether or not expressly designated as such (“Confidential Information”). Except as expressly authorized by the prior written consent of the disclosing Party, the receiving Party shall: (i) provide access to any Confidential Information only to employees, agents, representatives and consultants who have a need-to-know in connection with these Terms and are subject to similar non-use and confidentiality obligations; (ii) advise such persons having access to such Confidential Information of the proprietary nature thereof and of the obligations set forth in these Terms; (iii) safeguard all such Confidential Information using a reasonable degree of care, but not less than that degree of care used by the receiving Party in safeguarding its own similar information or material; (iv) except as set forth in these Terms, not disclose any such Confidential Information to any third party; and (v) use such Confidential Information only for the purposes and in connection with the the Inigo Service provided under the PO.
Payments Payment for the Inigo Service shall be in accordance with the payment terms set forth in the PO.
Modification of These Terms We reserve the right, at our discretion, to change, modify, add, or remove portions of these Terms at any time. Please check these Terms and any Guidelines periodically for changes. We will notify you by email in the event of any change to these Terms that materially effects your rights and/or obligation. Your continued use of the Inigo Service after such changes enter into effect constitutes your binding acceptance of such changes.
Ownership; Proprietary Rights The Inigo Service is owned and operated by Inigo. The content, visual interfaces, information, graphics, design, compilation, computer code, products, software, services, and all other elements of the Inigo Service that are provided by Inigo (“Inigo Materials”) are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. For clarity, the Inigo Materials do not include any content from third party sites, whether the Inigo Service provides a link to them or not. All Inigo Materials contained on the Inigo Service are the copyrighted property of Inigo or its subsidiaries or affiliated companies and/or third party licensors. All trademarks, service marks, and trade names are proprietary to Inigo or its affiliates and/or third party licensors. Except as expressly authorized by Inigo under the PO, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Inigo Materials. Other than the right to use the Inigo Service, specifically granted to you under these Terms and the PO, you shall have no right in the Inigo Service and/or the Inigo Materials
Rights in Software Granted by Inigo As part of the Inigo Service, and as long as you comply with the provisions of these Terms and the PO, you may download, install and use Inigo’s proprietary GraphQL security and analytics software (“Software”) for your personal, internal business purposes because we grant you a limited non-exclusive, non-transferable license, with no right to sublicense, to download and install a copy of the Software on a server or computer that you own or control and to run such copy of the Software solely for your own personal business purposes. You may not copy the Software, except for making a reasonable number of copies for backup or archival purposes. Unless explicitly permitted elsewhere in these Terms, you may not: (i) copy, modify or create derivative works based on the Software; (ii) distribute, transfer, sublicense, lease, lend or rent the Software to any third party; (iii) reverse engineer, decompile or disassemble the Software; (iv) make the functionality of the Software available to multiple users through any means; (v) use any automated means to access or use the Software, or circumvent or disable any security or technological features of the Software; (vi) use the Software to design or develop any competing product or service that competes with Inigo Service, nor use the Software for any unlawful or fraudulent purpose, to breach these Terms, or infringe or misappropriate any third party intellectual property, privacy, or publicity right; or (vii) Take any action that imposes or may impose, as determined in Inigo’s sole discretion, a disproportionately large load of incoming requests on the Software infrastructure. We reserve all rights in and to the Software not expressly granted to you under these Terms.
Grant of License in Your Materials You hereby grant to us a worldwide, royalty-free, non- exclusive, limited, nontransferable right and license, to use, reproduce, distribute, transmit, perform (publicly, digitally, or otherwise), display (publicly or otherwise), and make derivative works of any and all data, information, content, and other materials prepared by you through the use of, stored by you in connection with, or transmitted by you by or through, the Inigo Service (“Your Materials”) for purposes of (a) making the Inigo Service available to you, (b) aggregating and/or anonymizing Your Materials, and (c) (solely with respect to derivatives of Your Materials that have been aggregated or otherwise anonymized) for analytic, developmental, statistical, security, quality control, and other purposes that are not legally prohibited, including optimizing the Inigo Services. The license grant under clauses (a) and (b) shall be limited for the Term set forth in the PO, and the license grant under clause (c) shall be perpetual.
Restrictions As a condition of your use of the Inigo Service, you will not use the Inigo Service for any purpose that is unlawful, prohibited or not specifically authorized by these Terms. Access to the Inigo Materials and the Inigo Service from territories where their contents are illegal is strictly prohibited. You are responsible for complying with all local rules, laws, and regulations including, without limitation, rules about intellectual property rights, the internet, technology, data, email, or privacy. Any use of any of Inigo Materials other than for your own personal business use is strictly prohibited. You will not use the Inigo Service in any manner that in our sole discretion could damage, disable, overburden, or impair it or interfere with any other party’s use of the Inigo Service. You will not take any action that imposes an unreasonable or disproportionately large load on Inigo’s infrastructure. You will not intentionally interfere with or damage the operation of the Inigo Service or any user’s enjoyment of it, by any means, including uploading or otherwise disseminating viruses, worms, or other malicious code. You will not remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Inigo Service, features that prevent or restrict the use or copying of any content accessible through the Inigo Service, or features that enforce limitations on the use of the Inigo Service. You will not attempt to gain unauthorized access to the Inigo Service, or any part of it, other accounts, computer systems or networks connected to the Inigo Service, or any part of it, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the Inigo Service or any activities conducted on the Inigo Service. You will not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Inigo Service. You agree neither to modify the Inigo Service in any manner or form, nor to use modified versions of the Inigo Service, including (without limitation) for the purpose of obtaining unauthorized access to the Inigo Service.
Changes to Services We aim to constantly update, improve and to the extent required, change the Inigo Service. Inigo reserves the right to add, alter or remove functionality from the Inigo Service at any time without prior notice. Inigo may also limit, suspend, or discontinue a service at its sole discretion. If Inigo will materially change or discontinue a service we will give you reasonable advance notice.
User Account Information You agree that the information you provide to Inigo as part of our engagement, will be true, accurate, current, and complete. You also agree that you will ensure that this information is kept accurate and up-to-date at all times. When you register to the Inigo Service, you will be asked to provide a password. As you will be responsible for all activities that occur under your password, you should keep your password confidential. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your account, and you agree to accept responsibility for all activities that occur under your account. If you have reason to believe that your account is no longer secure (for example, in the event of a loss, theft or unauthorized disclosure or use of your account ID, password, or any credit, debit, or charge card number), you will immediately notify Inigo. You will be liable for the losses incurred by Inigo or others due to any unauthorized use of your account.
Feedback If you provide suggestions, comments or other feedback (“Feedback”) to us with respect to Inigo Service and/or Inigo’s confidential information, products, services, or any other intellectual property, (a) all Feedback shall be given entirely voluntarily; (b) we shall be free to use, disclose, reproduce, distribute and otherwise commercialize all Feedback that you provide without obligation or restriction of any kind on account of intellectual property rights or otherwise; and (c) you waive all rights to be compensated or seek compensation or other consideration for your Feedback.
Communications; Notice Under these Terms, you consent to receive communications from Inigo electronically. We will communicate with you by email or by posting notices on the Inigo Service. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. Except as explicitly stated otherwise, legal notices shall be served on Inigo’s national registered agent or to the email address you provide to Inigo during the registration process. Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid.
Termination You may terminate your engagement with Inigo in accordance with the provisions of your PO. You agree that Inigo, in its sole discretion and for any or no reason, may terminate any account (or any part thereof) you may have with Inigo. In addition, Inigo reserves the right to discontinue any aspect of the Inigo Service at any time, including the right to discontinue the display of any licensed content or linked or embedded content either generally or in specific cases. Inigo shall provide you with a 7 days’ notice prior to any termination of your access to the Inigo Service or any account you may have (or portion thereof), provided however that in the event of a breach of these Terms by you, Inigo shall have the right to terminate without any prior notice. You agree that Inigo will not be liable to you or any third party for such termination. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Inigo Service may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Inigo may have at law or in equity. Upon termination of your engagement with Inigo, for any reason, you shall immediately discontinue all access and use of the Inigo Service (including your use of the the Software) and shall promptly, but in any event within three (3) days, permanently delete all files and copies of the Software that are in you possession or control.
Disclaimers; No Warranties WITHOUT LIMITING ANY OTHER PROVISION OF THIS SECTION AND IN ADDITION TO ALL OTHER PROVISIONS OF THIS SECTION, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, INIGO EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE, WITH RESPECT TO THE INIGO SERVICE. INIGO MAKES NO WARRANTY THAT THE INIGO SERVICE WILL MEET YOUR REQUIREMENTS, OR THAT THE INIGO SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. INIGO DOES NOT MAKE ANY WARRANTY OR REPRESENTATION AS TO THE USE OR THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE INIGO SERVICE. YOU ACKNOWLEDGE THAT THE INIGO SERVICE MAY BE SUBJECT TO OPERATING ERRORS OR DEFECTS INCLUDING, BUT NOT LIMITED TO LOSS OF DATA, DELAYS, NON-DELIVERIES, ERRORS, SYSTEM DOWN TIME, MIS-DELIVERIES, NETWORK OR SYSTEM OUTAGES, FILE CORRUPTION, OR SERVICE INTERRUPTIONS. NO SUCH EVENT SHALL CONSTITUTE A BREACH OF THIS OR ANY OTHER CONTRACT ON THE PART OF INIGO, EVEN IF CAUSED BY THE NEGLIGENCE OR GROSS NEGLIGENCE OF INIGO OR ANY OF ITS AFFILIATES, EMPLOYEES, AGENTS, LICENSORS OR SUBCONTRACTORS. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
Indemnification You agree to indemnify and hold Inigo, and its affiliated companies, and its suppliers and partners, harmless from any claims, losses, damages, liabilities, including attorney’s fees, arising out of your use or misuse of the Inigo Service, violation of these Terms, violation of the rights of any other person or entity, or any breach of the foregoing representations, warranties, and covenants. Inigo reserves the right, at our own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims.
Limitation of Liability UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL INIGO OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS OR SUPPLIERS, BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES THAT RESULT FROM YOUR USE OR THE INABILITY TO USE INIGO MATERIALS ON THE INIGO SERVICE, THE INIGO SERVICE ITSELF, OR ANY OTHER INTERACTIONS WITH INIGO, EVEN IF INIGO OR A INIGO AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, INIGO’S LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW. IN NO EVENT SHALL INIGO’S OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS OR SUPPLIERS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE INIGO SERVICE (WHETHER IN CONTRACT, TORT, WARRANTY, OR OTHERWISE) EXCEED THE GREATER OF: (A) AMOUNT PAID BY YOU TO INIGO; AND (B) ONE HUNDRED DOLLARS. THESE LIMITATIONS SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED TO YOU BY THIRD PARTIES OTHER THAN INIGO AND RECEIVED BY YOU THROUGH OR ADVERTISED ON THE INIGO SERVICE OR RECEIVED BY YOU THROUGH ANY LINKS PROVIDED ON THE INIGO SERVICE.
Miscellaneous a. Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any principles of conflicts of law.
b. Arbitration. Any dispute or claim arising out of or in connection with these Terms shall be finally settled by binding arbitration in Wilmington, Delaware under the Rules of the American Arbitration Association by one (1) arbitrator appointed in accordance with said rules. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
c. Waiver. A provision of these Terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of any party at any time to require performance of any provision of these Terms shall in no manner affect such party’s right at a later time to enforce the same. A waiver of any breach of any provision of these Terms shall not be construed as a continuing waiver of other breaches of the same or other provisions of these Terms.
d. Severability. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
e. Assignment. These Terms, the PO and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Inigo without restriction.
f. Survival. Sections 4, 8, 10, 14, 15, 16, 17, 18, 19 and 20 will survive any termination of these Terms.
g. Headings. The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and shall not be deemed to limit or affect any of the provisions hereof.
h. Entire Agreement. These Terms are the entire agreement between you and Inigo relating to the subject matter herein and shall not be modified except in writing, signed by both parties, or by a change to these Terms made by Inigo as set forth in Section 7.
i. Claims. YOU AND INIGO AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE INIGO SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.