IMPORTANT – CAREFULLY READ ALL THE TERMS AND CONDITIONS OF THIS LIMITED USAGELICENSE AGREEMENT FOR THE SPECIFIC VERSION OF STREAMANALYTIX THAT YOU DOWNLOAD(THIS “AGREEMENT”). BY CLICKING “I ACCEPT,” OR PROCEEDING WITH THEINSTALLATION OF THE VERSION OF THE STREAMANALYTIX SOFTWARE SELECTED(“APPLICATION”), OR USING THE APPLICATION YOU ARE INDICATING THAT YOU HAVEREAD, UNDERSTAND AND ACCEPT THIS AGREEMENT WITH IMPETUS TECHNOLOGIES, INC.(“IMPETUS”), AND THAT YOU AGREE TO BE BOUND BY ITS TERMS. IF YOU AREENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOUREPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH COMPANY OR OTHER LEGAL ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERM “YOU” SHALL REFER TO SUCH ENTITY. IFYOU DOES NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH ALL OF THE TERMSOF THIS AGREEMENT, YOU MUST SELECT THE “DECLINE” OR “DISAGREE” BOX, AND YOU MAY NOT USE THE APPLICATION. THE EFFECTIVE DATE OF THIS AGREEMENT SHALL BE THE DATE THAT YOU ACCEPT THIS AGREEMENT.
1.1 “License Term” means the period commencing on the Effective Date and ending on the Dec 31st 2018 unless expressly extended by Impetusin writing.
1.2 “Application” means the specific version of the Impetus softwareapplication known as StreamAnalytix that You download(i.e. StreamAnalytix – Visual Spark Studio or others as applicable).
1.3 “Product” means the Application and all associated documentation (ifany) (“Documentation”), collectively.
2. Scope of Agreement. This Agreement is between You and Impetus and governsYour use of the Product.
3. License Grant. Subject to the terms and conditions of this Agreement,Impetus grants You a non-exclusive, non-transferable, limited license (without the right to sublicense), solely for the License Term, to
(i) access and use theProduct solely for internal business purposes and limited to the functionalityand/or capacity applicable to the specific Product as set forth on the web page atInternet URL http://www.streamanalytix.com/ or its child web page applicable tothe product.
(ii) make one copy of the Documentation solely for archival and backup purposes. If You receive a trial version of the Application, Your use is limited to evaluation of thefeasibility of using the Application.
4. Open Source and Third Party Software. Some of the software that is providedwith or within the Application is licensed to Impetus by third parties (collectively, “Open Source and Third Party Software”) and is not licensed underthe terms of this Agreement, except that Sections 6 and 8 shall apply to suchOpen Source and Third Party Software. You agree to comply with terms andconditions contained in all such Open Source and Third Party Software licenses. Information related to this can be viewed in the files: ‘Notice.txt’ and‘License.txt’ within the software itself. Additionally, You acknowledge andagree that You may be required to separately acquire and download certain OpenSource and Third Party Software to use with the Application.
5. Restrictions. Except as expressly permitted in this Agreement, You and Your employees, contractors, affiliates, subsidiaries shall not: (i) copy, reverseengineer, reverse assemble, or otherwise attempt to discover the source code ofall or any portion of the Product; (ii) reproduce, modify, translate or createderivative works of all or any portion of the Product; (iii) assist any thirdparty to gain access, license, sublicense, resell distribute, assign, transferor use the Product; (iv) remove or destroy any proprietary notices contained onor in the Product or any copies thereof; (v) run any computer program that willdirectly use any underlying embedded components of the Application or any of theAPIs of those underlying embedded components; or (vi) publish or disclose theresults of any benchmarking of the Products, or use such results for Your owncompeting services development activities, without the prior written permissionof Impetus.
6. Disclaimer of Warranty. The Product is not recommended to be used in aproduction or commercial operating environment or with important data. Before using the Products, you should back up all of your data and regularly back updata while using the Product. You acknowledge and agree that Your use of the Products may be limited by the hardware or resources on which it is installedand limited to the functionality and/or capacity applicable to the version ofthe Application that You download.
YOU AGREE THAT IMPETUS AND ITS LICENSORSPROVIDE THE PRODUCTS ON AN “AS IS” AND “WHERE-AS” BASIS. NEITHERIMPETUS NOR ITS LICENSORS MAKE ANY WARRANTIES WITH RESPECT TO THE PERFORMANCE OFTHE PRODUCT, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND IMPETUS ANDITS LICENSORS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, INCLUDING BUT NOT LIMITEDTO THE IMPLIED WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TITLE,MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
7. Intellectual Property Rights and Feedback. All rights, title and interest in and to the Product and any improved, updated, modified or additional partsthereof, shall at all times remain the property of Impetus or its licensors.Nothing herein shall give or be deemed to give You any right, title or interestin or to the same except as expressly provided in this Agreement. Impetusreserves all rights not expressly granted herein. You agree to make reasonableefforts to provide Impetus with oral feedback and/or written feedback related toYour use of the Product, including, but not limited to, a report of any errors
that You discover in the Product. Such reports, and any other materials,information, ideas, concepts, feedback and know-how provided by You to Impetusconcerning the Product and any information reported in log files regarding theProduct (“Feedback”) will be the property of Impetus. You agree to assign,and hereby assign, all right, title and interest worldwide in the Feedback, andthe related intellectual properties rights to Impetus, and agree to assist Impetus, at Impetus’ expense, in perfecting and enforcing such rights.
8. Limitation of Liability; Allocation of Risk.
8.1 Limitation of Liability. NEITHER IMPETUS NOR ITS LICENSORS SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES, RELATED TO THISAGREEMENT, INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS, OR DAMAGESARISING FROM LOSS OF USE, LOSS OF CONTENT OR DATA OR ANY ACTUAL OR ANTICIPATEDDAMAGES, REGARDLESS OF THE LEGAL THEORY ON WHICH SUCH DAMAGES MAY BE BASED, ANDEVEN IF IMPETUS OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCHDAMAGES. IN NO EVENT SHALL IMPETUS’ DIRECT DAMAGES EXCEED ONE HUNDRED DOLLARS(US $100.00). ADDITIONALLY, IN NO EVENT SHALL IMPETUS’ LICENSORS BE LIABLE FORANY DAMAGES OF ANY KIND.
8.2 Allocation of Risk. You and Impetus agree that the foregoing Section 8.1 onlimitation of liability and the Section 6 above on warranty disclaimer fairlyallocate the risks in the Agreement between the parties. You and Impetus further agree that this allocation is an essential element of the basis of thebargain between the parties and that the limitations specified in this Section 8shall apply notwithstanding any failure of the essential purpose of thisAgreement or any limited remedy hereunder.
9.1 Definition of Confidential Information. “Confidential Information” of aparty shall mean (i) any technical and non technical information related to suchparty’s business and current, future and proposed products and services,including for example and without limitation, information concerning research,development, design details and specifications, financial information, procurement requirements, engineering and manufacturing information, customerlists, business forecasts, sales information, marketing plans and business plans, logs and other debugging artifacts, benchmark or comparison tests, bugtracking and quality measurements, information exchanged in the course ofproviding or receiving support, and encrypted or obfuscated information, whetheror not decrypted; and (ii) any information that may be made known to thereceiving party and which the disclosing party has received from others that thedisclosing party is obligated to treat as confidential or proprietary, in eachcase, which information shall be marked as confidential. The Products are theConfidential Information of Impetus and You agree that you will not disclose anyinformation about the Products to any third party without Impetus’ expresswritten consent.
9.2 Nondisclosure of Confidential Information and Confidentiality Obligations.Neither party will use, disseminate or in any way disclose any ConfidentialInformation of the other party to any person, firm or business. Each party shall treat all Confidential Information with the same degree of care as such party accords to its own confidential information but not less than reasonablecare. Each party shall disclose Confidential Information only to its employeesor representatives who have a need to know such information. Each partycertifies that each such employee or representative will have agreed, either asa condition of employment or in order to obtain the Confidential Information, tobe bound by terms and conditions substantially similar to those terms andconditions applicable to such party under this Agreement. Each party shallimmediately give notice to the other party of any unauthorized use or disclosureof the other party’s Confidential Information. Each party shall assist theother party in remedying any such unauthorized use or disclosure of the otherparty’s Confidential Information.
9.3 Exceptions. Confidential Information shall not include any information that (i) was in the public domain at or subsequent to the time such information wascommunicated to the receiving party by the disclosing party through no fault of the receiving party; (ii) was rightfully in the receiving party’s possessionfree of any obligation of confidence at or subsequent to the time suchinformation was communicated to the receiving party by the disclosing party; or (iii) is or was developed by the receiving party’s employees, contractors or agents independently of and without reference to any Confidential Information of the disclosing party. A disclosure of any Confidential Information by thereceiving party (a) in response to a valid order by a court or othergovernmental body or (b) as otherwise required by law shall not be considered tobe a breach of this Agreement or a waiver of confidentiality for other purposes;provided, however, that the receiving party shall provide prompt prior writtennotice thereof to the disclosing party to enable the disclosing party to seek aprotective order or otherwise prevent such disclosure.
9.4 Ownership of Materials. All Confidential Information shall be the propertyof the disclosing party and no license or other rights to Confidential Information is granted or implied hereby. Within five (5) days after anyrequest by the disclosing party, the receiving party shall destroy or deliver to
the disclosing party, at the disclosing party’s option, all Confidential Information of the disclosing party in the possession of the receiving party.The receiving party will provide the disclosing party, upon request, a writtencertification of such party’s compliance with the obligations under this Section.
10. Term and Termination.
10.1 Term. Upon the expiration of the License Term unless otherwise extendedin writing by Impetus in its sole discretion, this Agreement terminates andunless You and Impetus have entered into a subsequent written license agreementYou must cease use of the Product and uninstall and/or destroy the Product.
10.2 Termination. You may terminate this Agreement at any time by ceasinguse of the Product. This Agreement will terminate immediately upon writtennotice from Impetus if You fail to comply with any provision of this Agreement.Except for Section 3 (“License Grant”), all Sections of this Agreement shallsurvive termination for a period of three (3) years from the date hereof.
11. Government End Users. The Product provided under this Agreement iscommercial computer software programs developed solely at private expense. Asdefined in U.S. Federal Acquisition Regulations (FAR) section 2.101 and U.S.Defense Federal Acquisition Regulations (DFAR) sections 252.227-7014(a)(1) and252.227-7014(a)(5) (or otherwise as applicable to You), the Product licensed inthis Agreement is deemed to be “commercial items” and “commercial computersoftware” and “commercial computer software documentation.” Consistentwith FAR section 12.212 and DFAR section 227.7202, (or such other similarprovisions as may be applicable to You), any use, modification, reproduction,release, performance, display, or disclosure of such commercial Product orcommercial Product documentation by the U.S. government (or any agency orcontractor thereof) shall be governed solely by the terms of this Agreement andshall be prohibited except to the extent expressly permitted by the terms ofthis Agreement.
12. No Export. You agree and certify that neither the Product nor any other technical data received from Impetus, nor the direct product thereof, will beexported outside the United States or re-exported except as authorized and aspermitted by the laws and regulations of the United States and/or the laws andregulations of the jurisdiction, (if other than the United States) in which You rightfully obtained the Product.
13. General Provisions. Any notice required or permitted by this Agreementshall be in writing and shall be delivered as follows with notice deemed givenas indicated: (i) by personal delivery when delivered personally; (ii) byovernight courier upon receipt of written verification of receipt; (iii) bycertified or registered mail, return receipt requested, upon verification ofreceipt, or five (5) days after deposit in the mail, or (iv) by electronic mail,followed by certified or registered mail, return receipt requested, uponverification of such receipt. This Agreement shall be governed by the laws ofthe State of California, U.S.A. without regard to conflict of laws principles.The United Nations Convention on Contracts for the International Sale of Goodsdoes not apply to this Agreement. Any action or proceeding arising from orrelating to this Agreement must be brought in the courts in Santa Clara County,California. If any provision hereof shall be held illegal, invalid or unenforceable, in whole or in part, such provision shall be modified to theminimum extent necessary to make it legal, valid and enforceable, and theremaining provisions of this Agreement shall not be affected thereby. Thefailure of either party to enforce any right or provision of this Agreementshall not constitute a waiver of such right or provision. Nothing containedherein shall be construed as creating an agency, partnership, or other form ofjoint enterprise between the parties. This Agreement may not be assigned,sublicensed or otherwise transferred by either party without the other party’s prior written consent except that either party may assign this Agreement withoutthe other party’s consent to any entity that acquires all or substantially allof such party’s business or assets, whether by merger, sale of assets, orotherwise, provided that such entity assumes and agrees in writing to be bound by all of such party’s obligations under this Agreement. In the event anyjudicial proceeding, lawsuit or claim is brought by one party against the otherparty in connection with this Agreement, the prevailing party shall be entitledto recover its reasonable fees and costs, including but not limited toattorneys’ fees, expert witness fees, consultant fees, and related costs andexpenses. This Agreement constitutes the parties’ entire understandingregarding the Product, and supersedes any and all other prior or contemporaneous agreements, whether written or oral.
Effective May 25, 2018
“Personal Information” is any information, whether true or not, and whether recorded in a material form or not, that relates to you, and which, alone or in combination with other information, could reasonably be used to identify you. However it does not include publicly available information that is lawfully made available to the general public from federal, state, or local government records.
Information We Collect
We may collect or receive Personal Information about you in various ways, depending on which of our product/service, or our applications or our websites you use and how you interact with us.
Information You Provide and Information We Collect From Other Sources
You may choose to submit Personal Information and other information to us by purchasing or interacting with our “ Product/Service”, such as when you create and manage a user account, join or connect with a network, request technical support services, request information or support from us, communicate with us by email, telephone, or online chat, upload information through our “ Product/Service”, subscribe to newsletters or other subscription services, register for training or conferences, purchase products and services, submit job applications, or participate in surveys.
For certain of our “Product/Service”, we may ask you to provide information including:
- Basic personal details (e.g., your name, title, and gender);
- Contact details (e.g., your email address, postal address, and phone number);
- Professional details (e.g., your company or organization name and any professional organization memberships);
- Usernames or URLs;
- Payment details (e.g., credit card information, bank account, etc.)
- Your photo; and
- Any other Personal Information you choose to provide us (e.g., in communications with technical support services, marketing teams, or during the provision of products/services).
Some of the information is necessary for us to provide you particular “Product/Service”, and our ability to deliver the “Product/Service” to you may be affected by your not providing certain information.
We may also collect these categories of information from sources other than directly from you. In particular, we collect this information from publicly available sources (such as your employer’s website or professional social networks such as LinkedIn), and may obtain Personal Information from third party data providers which maintain lists of individuals’ contact information. Other users of our “Product/Service” may provide information about you when they submit content through use of our “Product/Service”. For example, you may be mentioned in a technical support case opened by someone else. Similarly, an administrator may provide your personal data such as when they designate you as the billing or technical contact on your company’s account.
Please note that we may also have access to information about you that our customers may upload to our cloud services.
The Biometric Information is subject to those third-parties own privacy policies, terms and conditions and other policies. In such case, We shall not be responsible for protection of personal information however we encourage you to read those third-party policies and agreements before participating in such credentialing activities.
Information We Collect
When you access or use our “Product/Service”, we may collect certain information about your device and your use of our “Product/Service”. Such information may include:
- information, including version information, about the web browser or application you are using;
- products/services you purchased, with related pricing;
- if you are using a mobile device, the model of the device and its operating system;
- crash data;
- a unique identifier we assign to you;
- your IP address; and
- Information about your usage of our “Product/Service”, including what functions or pages you use, the frequency of your use, links that you click on, and how often you log in.
In addition to the above, to provide certain features of our “Product/Service”, we may request your permission to access location information from your device. Some functions of our “Product/Service” may not work if you choose not to allow access to this location information. If you initially consent to sharing your location information through one of our applications or websites, you can subsequently stop the collection of this information by changing the settings of your device or by uninstalling the applications. In addition, even if you have not enabled location services for the applications or websites, we may derive your general location information from your use of the applications or websites, including from your Bluetooth signal while using our Product/Service.
Cookies and Similar Technologies
Some of our websites may also feature cookies associated with certain unaffiliated companies. For example, we partner with other companies to provide you with connections to certain social networks, such as Facebook and Twitter, and to provide you with additional features such as YouTube. By engaging with such other companies’ sites, for instance, by clicking the Facebook “Like” button found on our Site, such companies may place session or persistent cookies on your device. This may allow these third-parties to collect information about your online activities over time and across websites. The use of these cookies is subject to such third-parties’ own cookie policies, which we strongly recommends you review.
Web Analytics and Interest-Based Advertising
We may use web analytics services on our websites, such as those of Google Analytics. The service providers that administer these services use technologies such as cookies to help us analyze how visitors use the site. The information collected through these means (including IP address) is disclosed to or collected directly by these service providers, who use the information to evaluate use of the website or for advertising purposes, as described below.
Some of our online advertising takes place through Google Display Advertising. As part of this program, we use Google Analytics features such as Retargeting. In connection with that feature and others offered by ad networks, we and the operators of ad networks, including Google, may use third-party cookies (such as the DoubleClick cookie) – and in some cases first-party cookies (such as the Google Analytics cookie) – to inform, optimize, and serve ads across the internet based on a user’s past visits to our website.
You can opt out of Google Analytics for Display Advertising or customize Google Display Network ads using the Google Ads Preferences Manager. To disable Google Analytics in general, please download the browser add-on for the deactivation of Google Analytics provided by Google at https://tools.google.com/dlpage/gaoptout. To learn more about other ad networks, including how to opt out, click here.
Do Not Track
Some web browsers and mobile devices incorporate a “do not track” feature that, when enabled, signals to websites and online services that you do not wish to be tracked. Because there is not yet an accepted standard for how to respond to such a do-not-track signal, we do not recognize or respond to these signals.
How We Use the Information We Collect
We may use the information we collect from you to:
- provide products/services to you;
- bill/invoice you;
- manage any accounts that you may have with us;
- validate your identity;
- Send personalized marketing messages via email, post and telephone to you. Where required by applicable law, we will only send these messages with your consent, and you have the right to opt out of receiving marketing by contacting us;
- serve relevant advertising on our site and third-party sites related to our products and services which are personalized to your interests;
- provide you with notice of product releases, special events, trainings, promotions or other matters relevant to you;
- respond to your inquiries;
- improve the services you receive from us;
- solicit your feedback;
- prevent you from having to re-enter Personal Information about you on future visits to our websites or subsequent use of our applications;
- facilitate your access to third-party services and resources;
- keep track of your activities;
- process your payments and purchases;
- operate, evaluate and improve our business (including developing new products and services; enhancing and improving our services; managing our communications; analyzing our products; performing data analytics; and performing accounting, auditing and other internal functions);
- Comply with applicable legal requirements, relevant industry standards and our policies.
We also use the information we obtain about you in other ways for which we provide specific notice at the time of collection.
If you are an individual in the E.U., we may be required to have a legal basis to process your Personal Information for these purposes under applicable E.U. law. We may ask for your consent in certain circumstances as indicated above, but if we do not ask for your specific consent:
- We use your Personal Information for certain purposes as it is necessary to comply with contractual obligations we have to you, including when we provide our “Product/Service” to you in accordance with the applicable terms and conditions, or when we process payments and purchases you make;
- We may also use Personal Information to comply with our legal obligations, such as financial reporting obligations and compliance with subpoenas or similar court orders or order of Government/Statutory/federal Agencies; and
- Where not strictly required by contract or by law, we use Personal Information to meet our legitimate business interests (when the use is not overridden by your data protection interests) in running our business efficiently, in advertising our products and services to existing and prospective customers, understanding how our business is performing defending our interests and our legal rights, and keeping our records accurate and up to date. We take steps to ensure that your Personal Information is not used in ways other than those you would expect, and subject to laws in the country where you live, you have the right to object to our uses of Personal Information on this basis.
How We May Share Information
We disclose information about you: (i) to our third-party service providers; (ii) to our other group companies; (iii) if we are required to do so by law, regulation or legal process (such as a court order or subpoena), (iv) in response to requests by government agencies, such as law enforcement authorities, (v) when we believe disclosure is necessary or appropriate to prevent physical harm or financial loss or in connection with an investigation of suspected or actual illegal activity (vi) to protect our legitimate business interests or (vii) with your consent, in any other case. We also reserve the right to transfer any information we have about you in connection with any sale or transfer of all or a portion of our business or assets, including in the event of a reorganization, dissolution or liquidation.
In addition, if you are using Our Product/Service, we may share certain of your information with the administrator of our Product/Service Network that you are a member of, with other users of our Mobile application, or with third party services with which our application is integrated.
How We Protect Personal Information
We maintain administrative, technical and physical safeguards designed to protect the Personal Information you provide against accidental, unlawful or unauthorized destruction, loss, alteration, access, disclosure or use.
We also ensure that, in compliance with applicable law, we do not retain Personal Information longer than necessary. We will keep personal data about you for as long as we have a relationship with you, for example as long as you wish to keep receiving marketing messages from us, or as long as you are a customer (and for a reasonable period thereafter). When determining how long to retain Personal Information after we no longer have a relationship with you, we take into account how long our customers usually want to continue hearing from us, our legal obligations and the expectations of regulators, as well as the length of time information is needed for internal audit purposes and to exercise or defend our legal rights.
Links to Other Websites
Our “Product/Service” may contain links to websites maintained by third parties, whose information and privacy practices differ from ours, including, for example, websites that process online payments. We are not responsible or liable for the content of any such websites, any use of such websites or the information or privacy practices employed by the providers of such websites. We encourage you to read the privacy statements of all third-party websites before using such websites or submitting any Personal Information or any other information on or through such websites.
Not for Use by Children
The Services are not directed to, and we do not knowingly contact or collect Personal Information from, individuals under the age of thirteen. If you are under the age of thirteen, these Services are not intended for you and you should not provide us with any Personal Information.
Access and Correction
To request a copy of the Personal Information we maintain about you, update or correct inaccuracies in that information, or request that we remove your Personal Information from our systems and stop contacting you at any time, please send an email to email@example.com that details your request and includes your exact name, physical address and email address. You also have in particular circumstances the right to object to our uses of your Personal Information, the right to restrict our uses of your Personal Information, and the right to have personal data transmitted in electronic form to you or to a third party (the right of “data portability”).
How to Contact Us
We are committed to working with you to obtain a fair resolution of any complaint or concern about privacy. If, however, you believe that we have not been able to assist with your complaint or concern, you have the right to make a complaint to the data protection authority in the country in which you live via their website.
This Policy will be governed by and construed according to the laws of the United States of America and by the laws of the State of California.