Thank you for taking the time to read our Terms of Service. We try to keep things simple, but it’s important that you understand your rights and responsibilities.
THE TERMS “YOU” AND “YOUR” SHALL REFER TO THE COMPANY OR ORGANIZATION ON WHOSE BEHALF YOU ARE ENTERING IN TO THIS AGREEMENT, AS WELL AS TO ALL EMPLOYEES AND AGENTS OF THE COMPANY OR ORGANIZATION, INCLUDING THE INDIVIDUAL ACCESSING THTE EngageRocket Product. THE TERMS “YOU” AND “YOUR” SHALL ALSO REFER TO YOU IN YOUR INDIVIDUAL CAPACITY IN THE EVENT YOU ARE A USER OF THE EngageRocket Product. COLLECTIVELY, THE FOREGOING PARTIES SHALL BE REFERRED TO AS “PARTNER” HENCEFORTH.
IF YOU ARE ENTERING INTO THIS AGREEMENT FOR A COMPANY OR ORGANIZATION: BY ACCESSING THE EngageRocket Product, YOU ACKNOWLEDGE AND AGREE THAT YOU ARE ACTING AND ENTERING INTO THIS AGREEMENT ON BEHALF OF YOUR COMPANY OR CLIENT (THE “COMPANY” OR “CUSTOMER”), AND YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO LEGALLY BIND THE COMPANY TO THESE TERMS AND CONDITIONS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR USE THE EngageRocket Product.
BY ACCESSING THE EngageRocket Product, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND INTEND TO BE BOUND BY ALL OF THE TERMS, CONDITIONS, AND NOTICES CONTAINED HEREIN, AS WELL AS THE TERMS, CONDITIONS, AND NOTICES POSTED IN VARIOUS LOCATIONS ON THE HTTP://SYNC.ENGAGEROCKET.CO WEBSITES (THE “EngageRocket Policies”), JUST AS IF YOU HAD SIGNED THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT OR THE EngageRocket Policies, YOU MUST STOP ALL USE OF THE EngageRocket Product.
This “Agreement” is effective as of the date Partner access or uses the EngageRocket Product (“Effective Date”), by and between “EngageRocket“ and “Partner”. From time to time in this Agreement, Partner and EngageRocket shall be referred to collectively as, the “Parties” and each individually as, a “Party”.
Terms defined in this Section 1 and parenthetically defined elsewhere shall have the same meaning throughout the Agreement.
“Benchmark Data” means: (i) statistical, system, usage, and configuration data regarding the Partner’s usage of the EngageRocket Product; or (ii) anonymized, de-identified or aggregated data that is derived and/or collected from the Partner Data.
“Partner Data” means any reports, information, files, documents, data or other content that Partner, its agents or its end users shares with EngageRocket through the EngageRocket Product or is retrieved from application programming interfaces made available to the EngageRocket Product.
“Effective Date” shall mean the earliest date this Agreement is executed by both EngageRocket and Partner.
“Work Product” means all patentable subject matter, patent rights, copyrightable subject matter, copyrights, trademarks, trade secrets, know-how, ideas, suggestions, discoveries, designs, processes, computer products, software (both object code and source code), works of authorship, algorithms, formulas, methods, programming, techniques, flowcharts, reports, and all other inventions or developments created during the performance of this Agreement.
License Grant. Partner hereby grants to EngageRocket a royalty-free, worldwide, non-exclusive, terminable, transferable right and license (with the right to sublicense) to access and use the Partner Data for analytics purposes. The foregoing includes the rights to use, host, store, reproduce, modify, and create derivative works from the Partner Data. EngageRocket shall not use or otherwise access the Partner Data in a manner that exceeds EngageRocket’s authorized use and permitted capacity as set forth in this Agreement.
Subject to the terms of this Agreement, EngageRocket hereby grants to Partner a non-exclusive, terminable, non-transferable right and license to access and use the EngageRocket Product for reviewing Benchmark Data pursuant to this Agreement, in and under EngageRocket’s intellectual property rights. Client shall not use or otherwise access the EngageRocket Product in a manner that exceeds Partner’s authorized use and permitted capacity as set forth in this Agreement.
Partner represents and warrants that is complies with all applicable local, state, federal, foreign laws, treaties, regulations, and any obligations it has to third parties, applicable to Partner’s collection, using, and sharing of the Partner Data, including without limitation those related to privacy, electronic communications, and anti-spam legislation.
Partner represents and warrants that the Partner Data does not infringe, or otherwise violate any intellectual property rights or other right or interest of any kind whatsoever of any third party.
Partner represents and warrants that it owns all necessary rights, title, and interest in the Partner Data or has the full right, power and authority to grant the rights granted herein, free and clear of any claims, liens, encumbrances, or violations of any other agreement.
EngageRocket acknowledges and agrees that Partner retains sole and exclusive ownership of all right, title, and interest in and to the Partner Data.
Notwithstanding anything to the contrary in this Agreement, Partner authorizes and agrees that EngageRocket may collect Benchmark Data and such Benchmark Data shall be the property of EngageRocket. v shall have the right to retain, use, distribute, sell, and otherwise exploit such Benchmark Data.
Partner acknowledges and agrees that EngageRocket retains sole and exclusive ownership of all right, title, and interest in and to the EngageRocket Product.
EngageRocket represents and warrants that (a) it has the full corporate right, power and authority to enter into this Agreement, (b) the execution of this Agreement by and the performance of its obligations and duties hereunder do not and will not violate any agreement to which it is a Party or by which it is bound, (c) when executed and delivered, this Agreement will constitute the legal, valid and binding obligation of EngageRocket, in accordance with its terms. PARTNER ACKNOWLEDGES THAT THE EngageRocket Product AND ANY INFORMATION OR OTHER DATA WITHIN THE EngageRocket Product ARE BEING PROVIDED “AS IS.” EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, EngageRocket DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
Partner shall indemnify and defend EngageRocket, at Partner’s own expense, against any suit or proceeding brought against EngageRocket by a third party arising from or related to: (a) Partner’s violation of any law; (b) an allegation that the Partner Data or EngageRocket’s use of the Partner Data in accordance with this Agreement violates any law or regulation or infringes third party rights; (c) a breach of Partner’s representations and warranties in Section 3; or (d) a breach of Partner’s confidentiality obligations under Section 8.
IN NO EVENT WILL EngageRocket BE LIABLE FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOST REVENUE OR LOST PROFITS), EVEN IF EngageRocket IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE.
Definition. “Confidential Information” means any nonpublic information (written, oral or electronic) disclosed by one Party to the other Party and shall be deemed to include the following information of the respective Parties, without limitation: (a) the terms and conditions of this Agreement; (b) customer lists, the names of customer contacts, Partner Data, business plans, technical data, product ideas, personnel, contracts and financial information; (c) patents, trade secrets, techniques, processes, know-how, business methodologies, schematics, employee suggestions, development tools and processes, computer printouts, computer programs, design drawings and manuals, and improvements; (d) information about costs, profits, markets and sales; (e) plans for future development and new product concepts; (f) all documents, books, papers, drawings, models sketches, and other data of any kind and description, including electronic data recorded or retrieved by any means, that have been or will be disclosed, as well as written or oral instructions or comments; or (g) any data or information stored in the EngageRocket Product.
Non-Disclosure. Each Party agrees not to use, disclose, sell, license, publish, reproduce or otherwise make available the Confidential Information of the other Party to any third party, and further agrees not to use the Confidential Information of the other Party except and only to the extent necessary to perform their respective obligations under this Agreement. Each Party agrees to secure and protect the other Party’s Confidential Information in a manner consistent with the maintenance of such Party’s own confidential and proprietary rights in the information (and in any event reasonable measures) and to take appropriate action by instruction or agreement with its employees, consultants, affiliates or other agents who are permitted access to the other Party’s Confidential Information to satisfy its obligations under this Section.
Exclusions. The obligation to treat information as Confidential Information shall not apply to information which: (a) is publicly available through no action of the receiving Party; (b) was rightfully in the receiving Party’s possession on a non-confidential basis independent of its relationship with the disclosing Party prior to the first disclosure by the disclosing Party to the receiving Party as evidenced by the receiving Party’s then-existing written records; (c) has been or is developed by or become known to the receiving Party without access to any of the disclosing Party’s Confidential Information and outside the scope of any agreement with disclosing Party with the receiving Party having the burden of proof to demonstrate independent creation; (d) has been obtained rightfully from third Parties not bound by an obligation of confidentiality.
Term. This initial term of this Agreement shall be twelve (12) months commencing as of the Effective Date (the “Initial Term”). Thereafter, the term of this Agreement shall automatically renew for successive one (1) year terms (each, a “Renewal Term”) unless one Party provides written notice to the other Party at least ninety (90) days in advance of the end of the then-existing term that it does not wish to renew the Agreement.
Rights upon Termination. Partner acknowledges that in the event of a termination for cause, EngageRocket does not retain and shall not be responsible for any damage to or loss of Partner Data or other data. In the event this Agreement is terminated for any reason, Partner’s access to the EngageRocket Product and the licenses granted herein shall immediately terminate. EngageRocket, at Partner’s written request, shall return all Partner Data, and cease all use of Partner Data. Notwithstanding the foregoing, EngageRocket shall have no obligations with respect to the Benchmark Data.
Law, Jurisdiction, and Venue. Any dispute between EngageRocket and the Customer arising out of or in connection with the subscription or these Business Terms shall be subject to Singapore law.
Assignment. Except as otherwise provided in this Section 12(b), neither Party may assign any of its rights or delegate any of its duties under this Agreement without the prior written consent of the other Party, whose consent will not be unreasonably withheld; any unauthorized assignment or delegation will be null and void. A Party may, without notice to or consent from the other Party, assign this Agreement in connection with any merger, consolidation, reorganization, sale of all or substantially all of its assets or any similar transaction, provided that the assignee confirms in writing that it has assumed all obligations of the assignor under this Agreement. This Agreement will be binding upon and inure to the benefit of the Parties’ permitted successors and assigns.
Independent Parties. This Agreement is by and between independent parties. Nothing in this Agreement shall be construed or interpreted to give rise to an agency, partnership, franchise, employment, or joint venture.
Force Majeure. Neither Party shall be liable in damages or have the right to terminate this Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to, weather and other Acts of God, government restrictions, acts of terrorism, wars, insurrections and/or any other cause beyond the control of the Party whose performance is affected, however, if the duration of the delay caused by such an event shall exceed fifteen (15) days, the Party who was to benefit from the performance of such act shall have the right to terminate this Agreement by giving written notice, according to this Agreement.
General. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements with respect to such subject matter, whether express or implied, written or oral. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same agreement. This Agreement may not be modified except by written agreement signed duly authorized representatives of both Parties. This Agreement shall not be construed against any Party by reason of its preparation. If one or more of the provisions contained in this Agreement are found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. In this event, the Parties may replace the unenforceable provision with a mutually agreeable enforceable provision that preserves the original intent and position of the Parties. Any other provisions that survive by their nature shall survive the expiration or termination of this Agreement for any reason. No term or provision of the Agreement shall be deemed waived and no breach or default shall be deemed excused unless such waiver or consent shall be in writing and signed by the Party claimed to have waived or consented. No consent by any Party to, or waiver of, a breach or default by the other, whether express or implied, shall constitute a consent to, waiver of, or excuse for any different or subsequent breach or default.
Revisions. EngageRocket may revise this Agreement from time to time. The changes will not be retroactive, and the most current version of the Agreement, which will always be at https://sync.engagerocket.co, will govern the relationship between the Parties. EngageRocket will notify Partner 30 days in advance of making effective changes to this Agreement, for example via a service notification or an email to the email associated with Partner’s account. By continuing to access or use the EngageRocket Product after those revisions become effective, Partner agrees to be bound by the revised Agreement.
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