Insight  Engine – 30- Day Trial Terms and Conditions

This Agreement covers your purchase and use of the SalesChoice Predictions Insight Engine (the “Service”) for a 30-day free trial period.  By providing the requested registration information, and clicking on the checkbox indicating your acceptance within the Registration Form, you thereby accept the terms of this Agreement in its entirety.  If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind the entity and its affiliates to this Agreement, in which case the terms “You” or “Your” shall refer to such entity and its affiliates.  If you do not have such authority, or if you do not agree with the terms and conditions set forth in this Agreement, you are not authorized to use the Service.

TERMS

1. Free Trial

SalesChoice Inc. (“We”, “Our”, “Us”) is making the Service available to you, the trial user (“You” or “Your”), on a trial basis free of charge until the earlier of: (a) the end of the free trial period for which you registered or are registering to use the Service; or (b) the start date of any subscription for the Services purchased and ordered by You.

Any data you enter into the Service, and any customizations made to the Service by or for you, during your free trial period will be permanently lost unless you purchase a subscription for the Service or export the data before the end of the free trial period.

We reserve the right to approve or reject each request for access to the free trial period.  Each organization or other legal entity is limited to 1 (one) free trial period, unless otherwise approved by our prior written consent.

You may not access the Service if You are a competitor, except with our prior written consent. In addition, You may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

2. Provision of Service

We will make the Service available to You pursuant to this Agreement, will provide Our standard support at no additional charge, and will use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for: planned downtime (of which We shall give at least 8 hours electronic notice), and any unavailability caused by circumstances beyond Our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, Internet service provider failure or delay, or denial of service attack.

3. Protection of Your Data

We will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your data, as described in the privacy policy which accompanies the Service. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Your data by Our personnel except as required: (a) to provide the Service, and prevent or address technical problems experienced by the Service; (b) as You expressly permit in writing; (c) at Your request in connection with customer support matters; or (d) except as compelled by law in accordance with Section 11.1(v).

4. Our Personnel

We will be responsible for the performance of Our personnel (including Our employees and contractors) and their compliance with Our obligations under this Agreement, except as otherwise specified herein.

5. Usage Restrictions

You will not make any Service or content available to, or use any Service or content for the benefit of, anyone other than You or Your company or organization.

6. Reservation of Rights

Subject to the limited rights expressly granted hereunder, We reserve all of Our right, title and interest in and to the Service, which contains proprietary and confidential information that is protected by applicable intellectual property and other laws.  No rights are granted to You hereunder other than as expressly set forth herein.

7. License by Us to Use Service

We grant to You a worldwide, non-exclusive, limited-term, non-transferable license, under Our applicable intellectual property rights and licenses, to use the Service purchased by You pursuant to this Agreement. We reserve the right to modify or terminate this license, and Your access to the Service for any reason, without notice, at any time.

8. Authorization by You to Access Your Data

You authorize Us to access, host, transmit and display Your data as necessary for Us to provide the Service in accordance with this Agreement. We acquire no right, title or interest from You under this Agreement in or to Your data, including any intellectual property rights therein.

9. Authorization by You to Use Feedback

You authorize Us to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction or other feedback provided by You or users in Your organization or company relating to the operation of the Service.

10. Integration with Third Party Products and Services

The Service may contain features designed to interoperate with third party products and services (e.g. customer relationship management applications). To use such features, You may be required to obtain access to such third party products and services from their providers. If the provider of any such third party products and services ceases to make the third party products and services available for interoperation with the corresponding Services’ features on reasonable terms, We may cease providing such Service features without entitling You to any refund, credit, or other compensation.

11. Confidentiality

11.1. As used herein, “Confidential Information” means all confidential information disclosed by the disclosing party, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to data provided by You in using the Service, the terms and conditions of this Agreement, order forms, business and marketing plans, technology, technical information, product plans and designs, and business processes disclosed by the disclosing party.

However, Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the disclosing party, (ii) was known to the receiving party prior to its disclosure without breach of any obligation owed to the disclosing party, (iii) is received by the receiving party from a third party without breach of any obligation owed to the disclosing party; (iv) was independently developed by the receiving party; or (v) is required by law to be disclosed; provided that the receiving party must notify the disclosing party in writing as soon as reasonably practicable prior to disclosing any such Confidential Information, in order to afford the disclosing party an opportunity to seek a protective order against such disclosure, and provided that the disclosing party reimburses the receiving party for its reasonable costs associated with compiling and providing secure access to such Confidential Information.

11.2. Protection of Confidential Information. Except as otherwise permitted in writing by the disclosing party, the receiving party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any of the disclosing party’s Confidential Information for any purpose outside the scope of this Agreement, and (ii) the receiving party shall limit access to disclosing party’s Confidential Information to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with receiving party containing protections no less stringent than those herein.

12. Disclaimer of Warranties

During the free trial period, the Service is provided on an “as is” and “as available” basis. Your use of the Services is at Your sole risk. We hereby expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of the Service’s merchantability, fitness for a particular purpose and non-infringement (other than any warranty the exclusion of which is not lawful). We do not guarantee the accuracy, completeness, or usefulness of the Service.

13. Mutual Indemnification

13.1. Indemnification by Us. We shall defend You against any claim, demand, suit, or proceeding (“Claim”) made or brought against You by a third party alleging that the use of the Service as permitted hereunder infringes or misappropriates the intellectual property rights of a third party, and shall indemnify You for any damages finally awarded against, and for reasonable attorney’s fees incurred by, You in connection with any such Claim; provided, that You: (a) promptly give Us written notice of the Claim; (b) give Us sole control of the defense and settlement of the Claim (provided that We may not settle any Claim unless the settlement unconditionally releases You of all liability); and (c) provide to Us all reasonable assistance, at Our expense.

13.2. Indemnification by You. You shall defend Us against any Claim made or brought against Us by a third party alleging that Your data, or Your use of the Service in violation of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law, and shall indemnify Us for any damages finally awarded against, and for reasonable attorney’s fees incurred by, Us in connection with any such Claim; provided, that We: (a) promptly give You written notice of the Claim; (b) give You sole control of the defense and settlement of the Claim (provided that You may not settle any Claim unless the settlement unconditionally release Us of all liability); and (c) provide to You all reasonable assistance, at Your expense.

13.3. Exclusive Remedy. This Section 13 (Mutual Indemnification) states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of Claim described in this Section.

14. Limitation of Liability

14.1. Limitation of Liability. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER OR, WITH RESPECT TO ANY SINGLE INCIDENT.

14.2. Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

15. Agreement to Governing Law and Jurisdiction

Agreement to Governing Law and Jurisdiction. This Agreement shall be governed by the laws of the Province of Ontario, Canada and each party submits to the exclusive jurisdiction and venue in the Province of Ontario without reference to conflict of law principles.

16. Entire Agreement

 This Agreement is the complete, final and exclusive statement of the terms of the agreement between the parties with respect to the subject matter hereof and supersedes all other prior and contemporaneous negotiations and agreements, oral or written, with respect thereto.