(LAST REVISED July 16, 2014)
BY USING OR ACCESSING THE SERVICES, YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OF AGE. You may use the Services only if you can form a binding contract with IXI, and only in compliance with this Agreement and all applicable laws, rules, and regulations.
- Effective Date; Parties to this Agreement. This Agreement is effective on the date that you click the acceptance on the product registration page. This Agreement is made between IXI Corporation and the company identified on the registration page.
- Registration and Access. To register for the Services and create an account, you must complete the online registration process by providing IXI with certain information including your name, email address, telephone, company name, company website(s), and password. You agree to provide IXI with complete and accurate information and to keep such information up to date. IXI may access your account, or information associated with your account, to provide support or maintenance, for security-related reasons, or for any other business purpose. You acknowledge and consent to such access by IXI. By providing IXI your email address you consent to IXI using the email address to send you service-related notices and other messages, such as changes to features of the Services and special offers. If you do not want to receive such email messages, you may opt out or change your preferences. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.
- (a) IXI Services. Subject to this Agreement, IXI hereby grants you a limited, revocable, non-exclusive, non-transferable and non-assignable right and license to: (a) include the provided code (together with any fixes, updates and upgrades, collectively, the “IXI Code”) for website(s) that are properly registered for the Services and owned or operated by you (“Registered Website(s)”), solely for the purposes of accessing and providing information to the Services and accessing information available from the Services with respect to the Registered Website(s); and (b) remotely access the Services to view and download your reports stored on IXI’s https://ai.walletinsights.com.
- (b) Registered Website(s) and Company Data. You hereby grant to IXI a royalty-free, irrevocable, non-exclusive right and license to access your Registered Websites and to access and log: (a) any information concerning users’ actions, entries, or activities on the Registered Website(s); (b) any information sent to you by users’ web browsers concerning users’ web activities immediately prior to visiting the Registered Website(s); and/or (c) any data or other information you provide to IXI (collectively “Company Data”) for the purposes of: (i) providing you with reports and other functions related to the Services; (ii) analyzing and improving the Services; and/or (iii) compiling aggregate data derived from your use of the Services to compile statistics, metrics, and general trend data for, among other things, IXI’s marketing and promotional purposes. This information will be presented only in aggregate form, and IXI will not share specific data that identifies you or your users without your permission. You represent and warrant that: (a) you have all rights, licenses, and consents required to provide and license the Company Data to IXI pursuant to this Agreement; and (b) that this license does not infringe the rights of any third party or violate any applicable law or regulation. You agree that IXI may use your name, logo, or any other identifying words or marks used by and/or associated with you to identify you as an IXI customer, for use in connection with marketing, the Services including, but not limited to, for use in customer references and case studies involving you.
- Limitations on Use. Except as expressly set forth in this Agreement, you shall not: (a) use, reproduce, modify, or create derivative works of the IXI Code; or (b) transfer, sublicense, resell or otherwise distribute or allow third-party access to all or any portion of the IXI Code or the Services. You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Services in any medium, including, but not limited to, by any automated or non-automated “scraping;” (ii) attempting to interfere with or compromise the servers running the Services; (iii) uploading viruses, worms, or other software agents through the Services; (iv) collecting or harvesting any personally identifiable information from the Services; (v) using the Service for any commercial solicitation purposes; (vi) impersonating another person or entity or misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (vii) interfering with the proper working of the Services; (viii) using the Services in any manner that is inconsistent with user documentation or guidelines, if any, supplied to you by IXI or in any manner inconsistent with IXI security procedures and practices, if any; (ix) using the Services for academic research or research unrelated to your website users or the Registered Website(s) for use with the Services, or for contemplated litigation, scholarship, or any other unintended purposes; (x) using the Services to threaten, harass, or otherwise violate the legal rights, including but not limited to, rights of privacy and publicity of others; or (xi) bypassing the security measures IXI may use to prevent or restrict access to the Services. You agree not to use, copy, modify, create a derivative works of, reverse engineer, decompile, or otherwise attempt to extract the source code of any software underlying the Services or any part thereof unless specifically authorized by IXI in writing. You will not use the Services in any way or for any purpose that would violate applicable laws, rules or regulations or any rights of any third parties regarding any copyright, patent, trademark, trade secret, image, or other proprietary or property right. You may not use the Services in connection with: (a) any website or portion of a website labeled or described as a children’s website; (b) any website or portion of a website directed at individuals under the age of thirteen (13); or (c) any website or portion of a website that you have reason to know is used primarily by individuals under the age of thirteen (13).
- Ownership. IXI exclusively own all right, title, and interest in and to the Services, including without limitation any improvements thereto, updates, and all materials therein or transferred thereby, including, but not limited to, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, and copyrights and all Intellectual Property Rights (as defined below) related thereto and derivative works of the foregoing. Except as expressly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights and you agree not to sell, license, modify, distribute, copy, reproduce, transmit, publish, adapt, edit or create derivative works from any materials or content accessible on the Services. For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, trademark, service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, under the laws of any state, country, territory or other jurisdiction. For the sake of clarity, you own all right, title, and interest in and to the Registered Website(s), Company Data, and all data and content embedded thereon or contained therein (excluding the Services), and any Intellectual Property Rights for any of the foregoing.
- Free Trial. IXI may provide you with a free trial period during which you can try out the Services for thirty (30) calendar days from the date you register (the “Free Trial Period”). You may only integrate the Services on Registered Website(s). You may cancel your account at any time during the Free Trial Period by contacting us. Upon cancelling your account, you will immediately lose all access to the Services and any data or information stored within your account. IXI reserves the right, in its sole discretion, to modify, cancel, and/or limit the Free Trial Period at any time without any prior notice or liability.
- Subscription Terms and Fees.
- Payment Terms. Unless otherwise specified, you will pay IXI for the Services no later than thirty (30) days from the date of IXI’s invoice and interest will accrue daily on all unpaid amounts at the rate of one and one-half percent (1.5%) per month. IXI shall be responsible for assessing any applicable Taxes (as defined below). In the event you request any changes in the specifications or the Services, any increased prices and additional charges shall be determined by IXI and invoiced to you. Any applicable cancellation charges will also be invoiced to you. Unless otherwise specified, you will be invoiced electronically. You shall be responsible for paying any and all properly billed Taxes, which will be stipulated on an IXI invoice, unless you provide an exemption certificate, direct pay permit, or other such appropriate documentation. “Taxes” shall include, but are not limited to, sales and use, rental, gross receipts and excise (in the nature of sales taxes), excluding, however, any state or local privilege or franchise taxes, taxes based upon IXI’s net income, and any taxes or amounts in lieu thereof paid or payable by IXI in respect of the foregoing excluded items. IXI shall timely notify you of any tax audit of IXI that could result in additional Taxes to you.
- Termination. IXI may, in IXI’s sole discretion, terminate or suspend your account and the provision of Services at any time without prior notice or liability. If you default in the performance of any material provision of this Agreement, including without limitation any payment obligations due under Section 7, then IXI may give you written notice that if the default is not cured within thirty (30) calendar days this Agreement will be terminated. If IXI gives such notice and the default is not cured during the thirty (30) calendar day period, then this Agreement shall automatically terminate at the end of that period. In the event of termination as a result of any material breach by you pursuant to the preceding sentence, you shall not be entitled to any refund of fees or charges. Upon termination of your account, your right to use the Services will immediately cease and all amounts due under Section 7 shall become immediately due and payable. Upon termination of this Agreement for any reason, you shall cease all use of the Services and you shall destroy and remove all copies of the Services and any IXI’s Confidential Information (as defined below), and shall so certify, if requested by IXI, that such actions have occurred. You may cancel your account by either contacting your account representative or contacting us through this form. For clarity, if you cancel your account prior to the conclusion of your subscription period, you will remain responsible for payment for all subscription fees through the conclusion of your subscription period. If you cancel your account, you will lose all access to the Services and any data or information stored in your account.
- Security. You must protect your username and password and are solely responsible for activities that occur under or through your account, including activities initiated by third parties, whether or not such activities are authorized by you. If you allow a third party to access the Services on your behalf, you shall ensure that such third party is bound by, and abides by, this Agreement. You agree to notify IXI immediately of any suspected or confirmed unauthorized use of your account or any other breach of security relating to your account or your use of the Services.IXI has reasonable security mechanisms to protect your information from loss, misuse and unauthorized access, however, keep in mind that no security system is impenetrable. It may be possible for third parties to intercept or access Company Data, other information you provide to IXI, information we compile on your behalf, and/or information that we collect about you. IXI cannot guarantee the security of such information and is not responsible for unauthorized access to your account or Company Data. You may access, use, and store the Services only at, or from, locations within the territorial boundaries of the United States, Canada, and the United States territories of Puerto Rico, Guam, and the Virgin Islands (the “Permitted Territory”). You may not access, use, or store the Services at, or from, any location outside of the Permitted Territory without first obtaining IXI’s prior written approval and entering into such written agreements as IXI may require. Recognizing the global nature of the internet and the rapid changes surrounding online privacy, you agree to comply with: (a) all local rules regarding online conduct and acceptable content; (b) all applicable laws regarding the transmission of technical data exported to, or from, the United States or the country in which you operate or reside; and (c) any other local laws affecting the Services.
- Confidentiality. Each party acknowledges and agrees that all materials and information disclosed by a party (the “Discloser”) to the other party (the “Recipient“) in connection with the performance of this Agreement, including, without limitation, the terms of this Agreement, pricing terms, service descriptions, and marketing materials, consist of confidential and proprietary data (collectively, the “Confidential Information”). Without limiting the foregoing, the Services shall be deemed Confidential Information under this Agreement. The Recipient will hold the Confidential Information in strict confidence, and will restrict its use of Confidential Information to the purposes anticipated in this Agreement and any Schedules. The Recipient will not be obligated to hold confidential any information from the Discloser which: (a) is, or becomes, publicly known; (b) is rightfully received by the Recipient from a third party without a duty of confidentiality; (c) was already known to the Recipient prior to the disclosure, and that knowledge was evidenced in writing prior to the date of the other party’s disclosure; or (d) is developed by the Recipient without using any of the Discloser’s information. If the law, legal process, federal or state regulators, or government administrative agencies requires the Recipient to disclose Confidential Information, the Recipient will notify the Discloser of the request unless prohibited from providing such notification. The rights and obligations of this Section 11: (a) with respect to confidential and proprietary data that includes a “trade secret” (as defined by applicable law), will survive termination of this Agreement for so long as such Confidential Information remains a trade secret under applicable law; and (b) with respect to all other Confidential Information, will survive the termination of this Agreement for the longer of two (2) years from the termination of this Agreement or the confidentiality period required by applicable law. Each party acknowledges that unauthorized disclosure or use of the Confidential Information by a party may irreparably damage the other party in such a way that adequate compensation could not be obtained from damages in an action at law. Accordingly, the actual or threatened unauthorized disclosure or use of any Confidential Information shall give the Discloser the right to seek injunctive relief restraining such unauthorized disclosure or use, in addition to any other remedy otherwise available (including reasonable attorneys’ fees). Each party hereby waives the posting of a bond with respect to any action for injunctive relief.
- Representation and Warranties. You represent and warrant that you have full right, power, and authority to enter into, and perform, this Agreement without the consent of any third party. You hereby represent and warrant to use the Services in accordance with all applicable laws, rules, and regulations.
- Disclaimer of Warranties. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM IXI OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, IXI DOES NOT WARRANT: (A) THAT THE CONTENT IS ACCURATE, RELIABLE, OR CORRECT; (B) THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; (C) THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; (D) THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR (E) THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICES. IXI does not guarantee, and shall have no liability for, any Services downtime, including, but not limited to, any downtime: (a) caused by failures of, or scheduled maintenance to, IXI’s equipment or servers; (b) caused by outages to any public internet networks or servers; (c) caused by any failures of your equipment, systems, or local access services; or (d) relating to events beyond IXI’s control, such as strikes, riots, insurrections, fires, floods, explosions, war, governmental actions, labor conditions, earthquakes, or natural disasters.
- Indemnification. Each party will indemnify and hold harmless the other party and its successors and their respective subsidiaries, affiliates, directors, officers, employees, and agents against and from all third party claims, actions, demands, damages, liability and expenses (including, without limitation, court costs and reasonable attorneys’ fees) (collectively, “Claims”) arising out of or in connection with the indemnifying party’s breach of Section 11 of this Agreement. You will further indemnify and hold harmless IXI and IXI’s successors, and their respective subsidiaries, affiliates, directors, officers, employees, and agents against and from all Claims arising out of or in connection with: (a) your breach of any term or condition of this Agreement; (b) your use of the Services; (c) your unauthorized use of the IXI Code; and (d) the Company Data or the Registered Websites, including, but not limited to, any violation or alleged violation of any law or third-party rights. The indemnifying party’s obligations are conditioned upon the indemnified party: (a) giving the indemnifying party prompt written notice of any Claim for which the indemnified party is seeking indemnity (provided however, the failure to give timely notice shall not relieve the indemnifying party of its obligations under this Section 14 except to the extent that such untimely notice materially impairs the ability of the indemnifying party to defend); (b) granting complete control of the defense and settlement to the indemnifying party (provided however, the indemnified party may participate with counsel of its choosing at its own expense); and (c) reasonably cooperating with the indemnifying party, at the indemnifying party’s expense, in defense and settlement of such Claim. The indemnifying party shall not, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect to which indemnified party is or could be indemnified hereunder unless such settlement either: (a) includes an unconditional release of the indemnified party from all liability on all Claims that are the subject matter of such proceeding; or (b) is consented to in writing by the indemnified party (which consent shall not be unreasonably withheld).
- Limitation of Liability. IN NO EVENT SHALL IXI BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST OF COVER, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OF ANY KIND IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, EVEN IF IXI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE CUMULATIVE LIABILITY, IF ANY, OF IXI UNDER THIS AGREEMENT FOR DAMAGES OF ANY KIND, DURING ANY TWELVE (12) MONTH PERIOD SHALL NOT, IN ANY EVENT, EXCEED THE TOTAL FEES ACTUALLY RECEIVED BY IXI FROM YOU FOR THE SERVICES CONNECTED WITH THE EVENT WITH GAVE RISE TO LIABILITY DURING SUCH TWELVE (12) MONTH PERIOD.
- Notices. Notices must be in writing and must be delivered to IXI at: Equifax Inc., 1550 Peachtree Street N.W., Atlanta, Georgia 30309, Attention: Legal Department, and to you at the address provided to IXI during registration. All notices under this Agreement will be deemed given on the date of delivery if by a nationally recognized overnight courier or by certified mail, return receipt requested, or on the third (3rd) business day following the date on which such notice is mailed if by registered mail.
- No Assignment; Delegation. You shall not assign any of its rights or delegate any of its duties under this Agreement without the express, prior written consent of IXI, and, absent such consent, any attempted assignment or delegation will be null, void and of no effect. Any merger, acquisition, or other reorganization shall constitute an assignment for the purposes of this Section 17.
- Miscellaneous. This Agreement will be governed by the internal laws (but not the conflicts laws) of the State of Georgia. This Agreement sets forth the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings whether written or oral. In the event any provision of this Agreement is found by an authorized authority to be unenforceable, the remaining provisions of this Agreement shall survive and remain in full force and effect, and any unenforceable provision shall to the extent legally permitted be replaced by an enforceable provision that comes closest to the parties’ intent underlying the unenforceable provision. The relationship of the parties established by this Agreement is solely that of independent contractors. Neither party is the representative or agent of the other for any purpose, and neither has power or authority to act as agent for or to represent, act for, bind, or otherwise create or assume, any obligation on behalf of the other. The obligations and rights under this Agreement, which by their nature would reasonably continue beyond the termination, cancellation or expiration of this Agreement will survive the termination, cancellation, or expiration of this Agreement.