ARTICLE I: DEFINITIONS
(1) Access and variants thereof (including, without limitation, “accessing”) mean to log into and use the Platform Services for their intended purposes.
(2) Client means the individual or entity that has entered into a contract with MSIGHTS relating to use of the Platform Services, and that has assigned you or your employer a Password, or at whose instance MSIGHTS has assigned, you or your employer a Password.
(3) Internet means that certain global network of computers commonly referred to as the Internet, including (without limitation) the World Wide Web.
(4) Link: means text, icons, graphic symbols that upon selection or activation, link or associate to, execute, access or retrieve an off-screen website or Technology.
(5) Password means that certain password, user name and other log-in information assigned to you by a Client or MSIGHTS, in each case for accessing the Platform Services.
(6) Technology means information, data, ideas, works of authorship, computer software, source code, object code, executable code, software libraries, documentation, databases, database designs, data dictionaries, data models, fields, records, scripts, texts, interfaces, interface designs, screen displays, web sites, web pages, Links, visual works, graphic images, audio, video, compilations, formulas, methodologies, techniques, processes, procedures, adaptations, derivative works, computers, hardware, peripherals, components, networks, product lists, supplier lists and customer lists.
ARTICLE II: SCOPE OF USE
Section 2.01 — Access and Use: You may access and use the Platform Services, if at all, by virtue of the relationship between the Client and you or your employer. You may access the Platform Services during the period you are authorized to do so by the Client, only for so long as the Password assigned to you remains valid, and solely for the internal business purposes of the Client.
Section 2.02 — Limitations:
(a) You may not, and may not authorize or enable any third party (i) change, modify or otherwise alter the Platform Services or the software MSIGHTS employs to provide the Platform Services (the “Software”), (ii) use the Platform Services or Software for the benefit of any party other than Client or for any purpose other than as expressly authorized by an Additional Agreement, (iii) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit the Platform Services or Software or make the Platform Services or Software available to any third party, (iv) access or use the Platform Services for monitoring is availability, performance or functionality, or for any other benchmarking or competitive purposes; (v) create or publish Internet “links” to the Platform Services or “frame” or “mirror” any Platform Service on any other server or wireless or Internet-based device; (vi) use or interact with the Platform Services or Software using scripts, bots, or other automated methods not supplied and documented by MSIGHTS, (vii) use the Platform Services in a manner that places an excessive burden on MSIGHTS’ infrastructure or otherwise interferes with MSIGHTS’ ability to provide services to Client or other customers, (viii) use the Platform Services or Software to access, store, distribute or transmit any material that (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit or suggestive images (d) promotes unlawful activity or violence; or (e) is defamatory or discriminatory, including without limitation based on race, gender, color, religious belief, sexual orientation, or disability, or (ix) reverse engineer or access the Platform Services or any Software in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service.
(b) You acknowledge that (i) MSIGHTS’ platform, modules, and services run on the Force.com platform operated by salesforce.com, and (ii) your use of salesforce.com is governed by the Master Subscription Agreement at http://www.salesforce.com/company/msa.jsp.
Section 2.03 — Cancellation: MSIGHTS may cancel your Password, for convenience and in the exclusive discretion of MSIGHTS without notice. Upon cancellation of the Password, you will immediately cease and desist any and all access to and attempts to access the Platform Services.
ARTICLE III: INTELLECTUAL PROPERTY
Section 3.01 — Ownership and Title: MSIGHTS, as between you and MSIGHTS, is and will remain the sole owner of the Platform Services, and the Technology contained or embodied in the Platform Services, and all patents, copyrights, trademarks, trade secrets and other intellectual property rights related thereto or embodied therein.
Section 3.03 — Comments: MSIGHTS welcomes your comments concerning the Platform Services, including notice you have experienced a failure, error or other malfunction, and suggestions for additional or different features and functions. MSIGHTS accepts no obligation to respond or act on any such comments or suggestions, but you grant MSIGHTS a perpetual, irrevocable, transferrable, sublicensable, fully paid-up, royalty-free, worldwide right and license under your intellectual property rights (if any) to copy, modify, display, perform, retain, distribute and implement your comments and suggestions in Platform Services and other products or services.
ARTICLE IV: WARRANTY AND INDEMNIFICATION
SECTION 4.02 — Inaccuracies: You acknowledge that the Platform Services may contain errors, inaccuracies and omissions. You assume any and all risk of loss, harm or damage associated with your access to and use of the Platform Services.
Section 4.03 — LIMITATION OF LIABILITY: MSIGHTS SHALL NOT BE LIABLE FOR ANY LOST PROFITS OR CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH (I) USE, PERFORMANCE OR OPERATION OF THE PLATFORM; (II) USE, PERFORMANCE OR OPERATION OF THE INTERNET OR USE OF THE INTERNET; (III) LOSS OF DATA; AND (IV) PRODUCTS AND SERVICES OFFERED THROUGH THE PLATFORM), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE, AND REGARDLESS OF WHETHER MSIGHTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE OR WHETHER SUCH DAMAGES ARE REASONABLY FORESEEABLE.
SECTION 4.05 — Export Assurance: You will perform no act in conflict with or in violation of the export laws and regulations of the United States of America, including (without limitation) the Export Administration Act, 50 U.S.C. §2401, et seq., the Export Administration Regulations, 15 C.F.R. Parts 730-774, the Arms Export Control Act, 22 U.S.C. §2751, and the International Traffic in Arms Regulations, 22 C.F.R. Parts 120-130, as amended.
Section 4.06 — Links: You acknowledge that the Platform Services may contain Links to third party web sites. Any such Links are provided solely as a convenience to you and do not constitute an endorsement by MSIGHTS of such web sites and the third party content therein.
ARTICLE V: MISCELLANEOUS
5.02 Assignment. You may not assign its rights under this Agreement without the other party’s prior written consent.
5.03 Force Majeure. Neither party will be responsible for delays or failure in performance resulting from acts beyond the control of such party, including without limitation, acts of God, strikes, lockouts, riots, acts of war, epidemics, fire, communication line failures, power surges or failures, earthquakes, or other disasters.