1.1 Your use of the Visualize Free Service (referred to as "Visualize Free" or "Services" in this document) is subject to the terms of a legal agreement between you and InetSoft Technology. "InetSoft Technology" means InetSoft Technology Corp, whose principal place of business is at 53 Knightsbridge Road, Piscataway, NJ 08854 United States. This document explains how the agreement is made up, and sets out some of the terms of that agreement.
1.2 Unless otherwise agreed in writing with InetSoft Technology, your agreement with InetSoft Technology will always include, at a minimum, the terms and conditions set out in this document. These are referred to below as the "Universal Terms."
1.3 Your agreement with InetSoft Technology will also include the terms of any Legal Notices applicable to the Services, in addition to the Universal Terms. All of these are referred to below as the "Additional Terms." Where Additional Terms apply to a Service, these will be accessible for you to read either within, or through your use of, that Service.
1.4 The Universal Terms, together with the Additional Terms, form a legally binding agreement between you and InetSoft Technology in relation to your use of the Services. It is important that you take the time to read them carefully. Collectively, this legal agreement is referred to below as the "Terms."
1.5 If there is any contradiction between what the Additional Terms say and what the Universal Terms say, then the Additional Terms shall take precedence in relation to that Service.
2.1 In order to use Visualize Free, you must first agree to the Terms. You may not use Visualize Free if you do not accept the Terms.
2.2 You can accept the Terms by:
(A) clicking to accept or agree to the Terms, where this option is made available to you by InetSoft Technology in the user interface for any Services; or
(B) actually using Visualize Free. In this case, you understand and agree that InetSoft Technology will treat your use of Visualize Free as acceptance of the Terms from that point onwards.
2.3 You may not use Visualize Free and may not accept the Terms if you are a person barred from receiving the Services under the laws of the United States or other countries including the country in which you are resident or from which you use the Services.
2.4 Before you continue, you should print off or save a local copy of the Terms for your records.
3.1 Where InetSoft Technology has provided you with a translation of the English language version of the Terms, then you agree that the translation is provided for your convenience only and that the English language versions of the Terms will govern your relationship with InetSoft Technology.
3.2 If there is any contradiction between what the English language version of the Terms says and what a translation says, then the English language version shall take precedence.
4.1 InetSoft Technology has subsidiaries and affiliated legal entities around the world ("Subsidiaries and Affiliates"). Sometimes, these companies will be providing the Services to you on behalf of InetSoft Technology itself. You acknowledge and agree that Subsidiaries and Affiliates will be entitled to provide the Services to you.
4.2 InetSoft Technology is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which InetSoft Technology provides may change from time to time without prior notice to you.
4.3 As part of this continuing innovation, you acknowledge and agree that InetSoft Technology may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally at InetSoft Technology's sole discretion, without prior notice to you. You may stop using the Services at any time. You do not need to specifically inform InetSoft Technology when you stop using the Services.
4.4 You acknowledge and agree that if InetSoft Technology disables access to your account, you may be prevented from accessing the Services, your account details or any files or other content which is contained in your account.
4.5 You acknowledge and agree that while InetSoft Technology may not currently have set a fixed upper limit on the number of transmissions you may send or receive through the Services or on the amount of storage space used for the provision of any Services, such fixed upper limits may be set by InetSoft Technology at any time, at InetSoft Technology's discretion.
5.1 In order to access certain Services, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Services, or as part of your continued use of the Services. You agree that any registration information you give to InetSoft Technology will always be accurate, correct and up to date.
5.2 You agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation, third-party terms of service, or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).
5.3 You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by InetSoft Technology, unless you have been specifically allowed to do so in a separate agreement with InetSoft Technology.
5.4 You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).
5.5 You agree that if you use Visualize Free to develop a service for other users, you will protect the privacy and legal rights of those users. If the users provide you with user names, passwords, or other login information or personal information, you must make the users aware that the information will be available to your application, and you must provide legally adequate privacy notice and protection for those users. If your application stores information submitted by users, it must do so securely. If the user provides you with InetSoft Technology Account information, you may only use that information to access the user's InetSoft Technology Account when, and for the limited purposes for which, the user has given you permission to do so.
5.6 Unless you have been specifically permitted to do so in a separate agreement with InetSoft Technology, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.
5.7 You agree that you are solely responsible for (and that InetSoft Technology has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which InetSoft Technology may suffer) of any such breach.
6.1 You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services.
6.2 Accordingly, you agree that you will be solely responsible to InetSoft Technology for all activities that occur under your account.
6.3 If you become aware of any unauthorized use of your password or of your account, you agree to notify InetSoft Technology immediately.
7.2 You agree to the use of your data in accordance with InetSoft Technology's privacy policies.
8.1 You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) which you may have access to as part of, or through your use of, the Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the "Content."
8.2 InetSoft Technology reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Content from any Service.
8.3 You understand that by using the Services you may be exposed to Content that you may find offensive, indecent or objectionable and that, in this respect, you use the Services at your own risk.
8.4 You agree that you are solely responsible for (and that InetSoft Technology has no responsibility to you or to any third party for) any Content that you create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage which InetSoft Technology may suffer) by doing so.
9.1 You acknowledge and agree that InetSoft Technology (or InetSoft Technology's licensors) own all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist).
9.2 Unless you have agreed otherwise in writing with InetSoft Technology, nothing in the Terms gives you a right to use any of InetSoft Technology's trade names, trade marks, service marks, logos, domain names, and other distinctive brand features. If you wish to mention that your visualizations are powered by InetSoft’s Visualize Free, you may do so with a notification email sent to email@example.com listing the relevant URL(s).
9.3 If you have been given an explicit right to use any of these brand features in a separate written agreement with InetSoft Technology, then you agree that your use of such features shall be in compliance with that agreement, any applicable provisions of the Terms, and InetSoft Technology's brand feature use guidelines as updated from time to time.
9.4 InetSoft Technology acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content that you create, submit, post, transmit or display on, or through, the Services, including any intellectual property rights which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with InetSoft Technology, you agree that you are responsible for protecting and enforcing those rights and that InetSoft Technology has no obligation to do so on your behalf.
9.5 You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Services.
9.6 Unless you have been expressly authorized to do so in writing by InetSoft Technology, you agree that in using the Services, you will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.
10.1 InetSoft Technology gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by InetSoft Technology as part of the non-commercial Services as provided to you by InetSoft Technology (referred to as the "Software" below). This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by InetSoft Technology, in the manner permitted by the Terms.
10.2 You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by InetSoft Technology, in writing (e.g., through an open source software license).
10.3 You may not (and you may not permit anyone else to) use Visualize Free for commercial purposes, defined as any case where viewers of a visualization generated by Visualize Free must pay to view such a visualization. This prohibition includes pay-per-use, pay-per-access, subscription services, or licensed software sales. Commercial entities may use Visualize Free for non-commercial use and have the option to acquire the software to host independent from InetSoft Technology. If you wish to host Visualize Free for enterprise use or include Visualize Free visualizations in a commercial product or service, you must acquire a Commercial License from InetSoft Technology. Please contact firstname.lastname@example.org to request pricing and terms.
10.4 Unless InetSoft Technology has given you specific written permission to do so (e.g., through an open source software license), you may not assign (or grant a sub-license of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software.
10.5 Use, reproduction and distribution of components of the Services released under an open source software license are governed solely by the terms of that open source software license.
11.1 InetSoft Technology claims no ownership or control over any Content (e.g., source code) written by you to be used with the Services. You retain copyright and any other rights you already hold in this code, and you are responsible for protecting those rights, as appropriate.
11.2 If you choose to submit your Content to InetSoft Technology, you give InetSoft Technology a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute this Content.
11.3 You agree that InetSoft Technology, in its sole discretion, may use your trade names, trademarks, service marks, logos, domain names and other distinctive brand features in presentations, marketing materials, customer lists, financial reports and Web site listings (including links to your Website) for the purpose of advertising or publicizing your use of the Services.
12.1 The Software which you use may automatically download and install updates from time to time from InetSoft Technology. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit InetSoft Technology to deliver these to you) as part of your use of the Services.
13.1 The Terms will continue to apply until terminated by either you or InetSoft Technology as set out below.
13.2 You may terminate your legal agreement with InetSoft Technology by discontinuing your use of the Services at any time.
13.3 InetSoft Technology may, at any time, terminate its legal agreement with you if:
(A) you have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or
(B) InetSoft Technology is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or
(C) the partner with whom InetSoft Technology offered the Services to you has terminated its relationship with InetSoft Technology or ceased to offer the Services to you; or
(D) InetSoft Technology is transitioning to no longer providing the Services to users in the country in which you are resident or from which you use the service; or
(E) the provision of the Services to you by InetSoft Technology is, in InetSoft Technology's opinion, no longer commercially viable.
13.4 Nothing in this Section shall affect InetSoft Technology's rights regarding provision of Services under Section 4 of the Terms.
13.5 When these Terms come to an end, all of the legal rights, obligations and liabilities that you and InetSoft Technology have benefited from, been subject to (or which have accrued over time while the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of Sections 14, 15 and Paragraph 19.7 shall continue to apply to such rights, obligations and liabilities indefinitely.
14.1 NOTHING IN THESE TERMS, INCLUDING SECTIONS 14 AND 15, SHALL EXCLUDE OR LIMIT INETSOFT TECHNOLOGY'S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
14.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."
14.3 IN PARTICULAR, INETSOFT TECHNOLOGY, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT:
(A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS,
(B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR,
(C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, AND
(D) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.
14.4 ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
14.5 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM INETSOFT TECHNOLOGY OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
14.6 INETSOFT TECHNOLOGY FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
15.1 SUBJECT TO OVERALL PROVISION IN PARAGRAPH 14.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT INETSOFT TECHNOLOGY, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR:
(A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;
(B) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGEAS A RESULT OF:
(I) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICES;
(II) ANY CHANGES WHICH INETSOFT TECHNOLOGY MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES); (III) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES;
(III) YOUR FAILURE TO PROVIDE INETSOFT TECHNOLOGY WITH ACCURATE ACCOUNT INFORMATION;
(IV) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;
15.2 THE LIMITATIONS ON INETSOFT TECHNOLOGY'S LIABILITY TO YOU IN PARAGRAPH 14.1 ABOVE SHALL APPLY WHETHER OR NOT INETSOFT TECHNOLOGY HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
16.1 It is InetSoft Technology's policy to respond to notices of alleged copyright infringement that comply with applicable international intellectual property law (including, in the United States, the Digital Millennium Copyright Act) and to terminating the accounts of repeat infringers.
17.1 The Services may include hyperlinks to other Web sites or content or resources. InetSoft Technology may have no control over any Web sites or resources which are provided by companies or persons other than InetSoft Technology.
17.2 You acknowledge and agree that InetSoft Technology is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such Web sites or resources.
17.3 You acknowledge and agree that InetSoft Technology is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such Web sites or resources.
18.1 InetSoft Technology may make changes to the Terms from time to time. When these changes are made, InetSoft Technology will make a new copy of the Terms available at http://www.visualizefree.com/terms.jsp.
18.2 You understand and agree that if you use the Services after the date on which the Terms have changed, InetSoft Technology will treat your use as acceptance of the updated Terms.
19.1 Sometimes when you use the Services, you may (as a result of, or through your use of the Services) use a service or download a piece of software, or purchase goods, which are provided by another person or company. Your use of these other services, software or goods may be subject to separate terms between you and the company or person concerned. If so, the Terms do not affect your legal relationship with these other companies or individuals.
19.2 The Terms constitute the whole legal agreement between you and InetSoft Technology and govern your use of the Services (but excluding any services which InetSoft Technology may provide to you under a separate written agreement), and completely replace any prior agreements between you and InetSoft Technology in relation to the Services.
19.3 You agree that InetSoft Technology may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services.
19.4 You agree that if InetSoft Technology does not exercise or enforce any legal right or remedy which is contained in the Terms (or which InetSoft Technology has the benefit of under any applicable law), this will not be taken to be a formal waiver of InetSoft Technology's rights and that those rights or remedies will still be available to InetSoft Technology.
19.5 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.
19.6 You acknowledge and agree that each member of the group of companies of which InetSoft Technology is the parent shall be third party beneficiaries to the Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to the Terms.
19.7 The Terms, and your relationship with InetSoft Technology under the Terms, shall be governed by the laws of the State of New Jersey without regard to its conflict of laws provisions. You and InetSoft Technology agree to submit to the exclusive jurisdiction of the courts located within the county of Middlesex, New Jersey to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that InetSoft Technology shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
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