This Contract is entered into by: the Company (“Company”) and Imbition Technologies (“Imbition Technologies”). Company and Imbition Technologies are together referred to as the “Parties”.
DEFINITIONS
1.1 “Company Data” means any data, information, or content (including text, images, graphs, statistics, or otherwise) provided, uploaded, or otherwise made available by Company for conducting analysis or queries.
1.2 “Developer App” means a web-based application published within the Marketplace, provided by developer partners solely, which may be subject to separate terms of use.
1.3 “Marketplace” means the dedicated section where Developer Apps are made available to customers.
1.4 "Order Form" means the document detailing the Services ordered or through a Partner.
1.5 “Privacy Policy” means the privacy policy as made available on the official platform.
1.6 “Public Screen” means a monitor, screen, or other video output or display placed at a live event, public venue, or in another open-to-the public setting.
1.7 “SLA” means the service level agreement as made available on the official platform.
1.8 “Services” means the services that Imbition Technologies provides to Company as set out on the Order Form.
1.9 “Third-Party Content” means any data, information, or content originating from or belonging to any third-party.
1.10 “Third-Party Platform” means a third-party from which Imbition Technologies collects and processes Third-Party Content for Company as part of an analysis or query.
CONDITIONS AND RESTRICTIONS OF USE
2.1 From the earlier of the first log on to the platform or the execution date of an Order Form, Company is responsible for its compliance with these terms and conditions and shall ensure that its authorized users will comply with these terms and conditions as if such authorized user was a party to this Contract. Company represents and warrants that (a) such authorized users are employees of Company’s corporate entity and (b) Company and its authorized users are at all times acting in a professional capacity.
2.2 The Services are provided for the period defined in the Order Form (“Term”), along with the subscription details and fees, only to Company and its authorized users, unless otherwise approved in writing. Company must pay the fees in accordance with the conditions defined in the Order Form.
2.3 The Services are provided as defined in the Order Form and as further detailed in the SLA. Company understands and acknowledges that the Services are dependent upon the availability and completeness of content and data provided by Third-Party Platforms.
2.4 For the Term and within the scope provided in the Order Form, the Services will include the right for Company to generate, view and use analytics and reports for internal business use only. The information, reports, and analytics generated, viewed, or received constitute “Deliverables”.
2.5 Company and its authorized users must access and use the Services and the Deliverables in accordance with all applicable laws or regulations, including regulations on sanctioned countries, and data protection regulations, including all applicable privacy and data protection laws. Company and authorized users shall not sell, resell, re-publish, or distribute the Deliverables and/or Services without prior express written consent.
2.6 Company must not breach any Third-Party Platform’s terms of use.
2.7 Company shall not use the Services for inappropriate purposes such as law enforcement tool or for the tracking of individuals, discrimination of any sort, disciplinary purposes, etc.
2.8 Notwithstanding anything contained herein, the rights granted under this Contract may be subject to additional costs and licenses for certain Third-Party Content. Such costs and licenses, if any, shall be detailed on the Order Form.
2.9 Company shall own all right, title, and interest in and to all of the Company Data and shall have sole responsibility for the legality of such Company Data.
2.10 Company further grants a fully paid-up, worldwide, non-exclusive, perpetual, irrevocable, sublicensable license to use and incorporate into the Services any feedback provided by Company.
CONFIDENTIALITY AND PUBLICITY
3.1 For the Term of the Contract and for two (2) additional years following its expiry or termination, neither party may use the other’s Confidential Information for any purpose other than performing its obligations under this Contract.
3.2 Confidential Information does not include any information that (a) was already lawfully in the receiving party’s possession; (b) is or becomes publicly available through no fault of the receiving party; or (c) is independently developed by the receiving party.
3.3 Unless Company objects in writing, the provider may disclose that Company is a customer and use its name and logo in sales material, with such right being revocable at any time upon notice.
WARRANTIES AND ANTI-CORRUPTION
4.1 General Warranties. The provider warrants that it will: (a) provide the Services with reasonable skill and care; (b) maintain all necessary licenses and permissions; and (c) not make adverse changes to the functionality of the Services unless required by a change in legal environment.
4.2 Anti-Bribery and Anti-Corruption. The Parties shall comply with all applicable anti-bribery and anti-corruption laws.
LIMITATION OF LIABILITY
5.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PROVIDER SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES.
5.2 The provider’s maximum aggregate liability is limited to the total amount of the net fees paid for the Services under this Contract in the twelve (12) months preceding the date of the event giving rise to a claim.
INDEMNIFICATION
6.1 The provider will defend and indemnify Company against any third-party claim alleging that the technology used to provide the Services violates any third-party intellectual property right, subject to Company’s compliance with the Contract.
6.2 Company will indemnify and hold harmless the provider from any claim arising out of Company’s use of the Services in breach of this Contract or any applicable law.
PARTNERS
7.1 If Company acquires the Services through a Partner, Company shall comply with any additional terms and conditions of that Partner.
TERMINATION AND SUSPENSION
8.1 Either party may terminate this Contract in the event of a material breach not remedied within a specified period.
MISCELLANEOUS
9.1 Applicable Law and Venue. The governing law and venue shall be determined by the location of the Company.
9.2 Data Privacy. The provider may process personal data in accordance with its Privacy Policy.
9.3 Force Majeure. Neither Party shall be liable for failure to perform its obligations due to events beyond its control.
9.4 Additional Terms. Additional services may be subject to specific conditions as outlined in an Order Form or amendment.
9.5 Entire Agreement. This document, along with any Order Forms and additional documents, constitutes the entire agreement between the Parties.
9.6 Assignment. The Company may not assign this Contract without prior written consent.
9.7 The relationship of the Parties is that of independent contractors.
9.8 Non-Waiver. The failure of a party to insist on strict adherence to any term of this Contract shall not be considered a waiver of any right.
9.9 Language. This Contract is in English, which prevails over any translations for convenience.
9.10 Severability. If any part of this Contract is invalid or unenforceable, it will be interpreted to reflect the parties' original intent, and the remaining parts will remain in full force.
9.11 No Third Parties. This Contract does not grant rights to anyone not a party to it.
9.12 Survival. Sections intended by their nature to survive the termination of this Contract will do so.
9.13 Interpretation. The terms "include" and "including" are to be construed as illustrative, not limiting.
9.14 Amendments. The provider may amend these terms, notifying the Company through email or on the official platform. Continued use of the services indicates acceptance of these amendments.
9.15 Notices. Notices are deemed given when sent by email to the parties' addresses, with electronic signatures considered as valid as original signatures.
9.16 Contact Details. The Company is responsible for promptly notifying the provider of any changes in contact details.
This summary modifies the original document to fit the removal of specific references and adapts it for a more general application, suitable for any website or platform under the management of Imbition Technologies.