Terms of Service

Data Access Terms

1. License to Tech360 Materials

Subject to all terms and conditions in the Agreement, Tech360, Inc. (“Tech360”) grants to Licensee a nonexclusive, nontransferable, non-sublicensable, limited license to use Tech360’s application programming interface, the Tech360 data described in your Order Form, and all other documentation and materials provided by Tech360 (collectively, the “Tech360 Materials”) solely as specifically set forth in your Order Form and as further limited by these Data Access Terms and Conditions (the “Terms”). Licensee may not download or use the Tech360 Materials for any other purpose without Tech360’s prior written consent. Tech360 shall not be liable for any:

(i) modifications to Tech360 Materials other than by Tech360,

(ii) combination of Tech360 Materials with any other data, information, or other materials, or

(iii) use of Tech360 Materials in any manner not expressly permitted by Tech360 hereunder.

2. Restrictions

Except as expressly and unambiguously authorized in your Order Form, Licensee may not (and will not permit or assist any third party to):

(i) sell, rent, lease, loan, license, reproduce, modify, transfer, assign, sublicense, display, publish, distribute, disassemble, reverse engineer or decompile (except to the limited extent expressly authorized by applicable statutory law) any part of the Tech360 Materials,

(ii) otherwise use the Tech360 Materials on behalf of any third party,

(iii) use the Tech360 Materials in any infringing, defamatory, harmful, fraudulent, illegal, deceptive, threatening, harassing, or obscene way, or

(iv) disclose the terms and conditions of the Order Form or this Agreement (including, without limitation, pricing terms) to any third party.

This Agreement does not include any right for Licensee to use any trademark, service mark, trade name, or any other mark of Tech360 or any other party or licensor. No rights or licenses are granted except as expressly and unambiguously set forth herein.

3. Data Processing Terms

To the extent that the Tech360 Materials include any personal data, the Independent Controller Processing Addendum [https://www.tech360group.com/independent-controller-data-processing-addendum/] shall apply.

4. Proprietary Rights

As between Tech360 and Licensee, the Tech360 Materials and all intellectual property rights in and to the Tech360 Materials are and shall at all times remain the sole and exclusive property of Tech360 and are protected by applicable intellectual property laws and treaties. Except for the licenses expressly granted hereunder, Tech360 reserves all right, titles, and interests that it may have in the Tech360 Materials.

5. Marketing Rights

Licensee grants Tech360 the right to use Licensee’s name and logo on Tech360 websites and applications and marketing and promotional material.

6. Payment

Licensee agrees to pay all applicable fees outlined in each applicable Order Form in accordance with the schedule and the manner specified on such Order Form. All fees shall be non-refundable and payable in US dollars on the date they come due. Licensee shall also pay all sales, use, value-added and other taxes, tariffs, and duties of any type assessed against Tech360 except for taxes on Tech360’s income. Tech360 may disable access to Tech360 Materials in the event of a failure to pay.

7. Support

Licensee agrees to report to Tech360 any errors or difficulties discovered and the conditions and symptoms of such errors and difficulties. Tech360 is in no way obligated to provide Licensee with any error correction or support but may provide whatever error correction and/or support services Tech360 may determine in its sole discretion (and anything it provides in connection in addition to that will be deemed part of the Tech360 Materials).

8. Licensee Responsibility

Licensee agrees that Tech360 shall have no liability whatsoever for (i) any use Licensee makes of the Tech360 Materials or (ii) Licensee’s products or services that interact with or otherwise use any part of the Tech360 Materials. Licensee shall indemnify and hold harmless Tech360 from any claims, damages, liabilities, costs, and fees (including reasonable attorneys’ fees) arising from (i) or (ii) above or for any breach of this Agreement or unauthorized use or disclosure of Tech360 confidential information.

9. Warranty Disclaimer

The parties acknowledge that the Tech360 Materials and any services are provided “AS IS.” TECH360 AND ITS LICENSORS DISCLAIM ALL WARRANTIES RELATING TO THE TECH360 MATERIALS OR ANY SERVICES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES AGAINST INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.

10. Limitation of Liability

TECH360 AND ITS LICENSORS SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR THE TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY (A) FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, OR (B) FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF REVENUES AND LOSS OF PROFITS OR (C) FOR ANY AMOUNT IN THE AGGREGATE OF THE AMOUNT PAID OR PAYABLE BY LICENSEE UNDER SECTION 5 (PROVIDED THAT, IF NO AMOUNTS HAVE BEEN PAID, SUCH CAP SHALL BE FIVE HUNDRED DOLLARS (US$500.00)).

11. Termination

This Agreement shall continue until the expiration of the Term specified in your Order Form or earlier terminated as set forth in this section. Either party may terminate this Agreement at any time in the event (a) of a material breach by the other party which remains uncured after ten (10) days written notice thereof, or (b) the other party ceases to do business without a successor, is the subject of any proceeding related to its liquidation or insolvency (whether voluntary or involuntary) that is not dismissed within ninety (90) calendar days, or makes an assignment for the benefit of creditors. Upon any termination or expiration of the Agreement (or the Order Form), all licenses granted to Licensee hereunder shall also terminate. Upon expiration or any termination of this Agreement for any reason, Licensee shall destroy and remove from all computers, hard drives, networks, and other storage media all copies of the Tech360 Materials, and an officer of Licensee shall so certify to Tech360 that such actions have occurred within ten (10) days following such expiration or termination. Tech360 may audit Licensee’s systems to ensure compliance with the foregoing requirement for up to one (1) year after such expiration or termination. Sections 2, 3, 4, and 8 through 14 (and any accrued rights to payment) shall survive termination of this Agreement.

12. Government Use

If Licensee is part of an agency, department, or other entity of the United States Government (“Government”), the use, duplication, reproduction, release, modification, disclosure, or transfer of the Tech360 Materials are restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies. The Tech360 Materials is a “commercial item,” “commercial computer software,” and “commercial computer software documentation.” In accordance with such provisions, any use of the Tech360 Materials by the Government shall be governed solely by the terms of this Agreement.

13. Export Controls

Licensee shall comply with all export laws and restrictions and regulations of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control (“OFAC”), or other the United States or foreign agency or authority, and Licensee shall not export or allow the export or re-export of any part of the Tech360 Materials in violation of any such restrictions, laws or regulations. By downloading or using the Tech360 Materials, Licensee agrees to the foregoing and represents and warrants that Licensee is not located in, under the control of, or a national or resident of any restricted country.

14. General

This Agreement shall be governed by and construed under the laws of the State of California without giving effect to the principles of conflicts of law and without application of the UN Convention on Contracts for the International Sale of Goods. All disputes arising in connection with this Agreement shall be subject to the sole and exclusive jurisdiction and venue of the state and federal courts located in San Francisco, California. The prevailing party in any action arising out of this Agreement shall be entitled to an award of its costs and attorneys’ fees. No waiver of rights under this Agreement by either party shall constitute a subsequent waiver of any right under this Agreement, and all waivers must be in writing. In the event that any term of this Agreement is held by a court to be unenforceable, such provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. Licensee agrees that Tech360 is not responsible for anything resulting from events beyond Tech360’s reasonable control, including, but not limited to, acts of God, war, insurrection, riots, terrorism, crime, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, failure or shortage of infrastructure, or shortage of materials. Licensee may not assign or transfer this Agreement (or any part thereof), including, without limitation, in connection with any merger, sale, or other change in control of Licensee or Licensee’s assets relating to this Agreement or by operation of law, without the prior written consent of Tech360. Tech360 shall have the right to freely assign or otherwise transfer this Agreement (in whole or part). All notices required or permitted under this Agreement will be in writing and will be sent (i) if to Tech360: 564 Market Street, Suite 700, San Francisco, CA 94104, and if Licensee: such address as Licensee provides to Tech360 on registering for access to Tech360 Materials (or, in either case, such other address as a party may designate in writing). This Agreement is the complete Agreement between the parties hereto concerning the subject matter of this Agreement and replaces any prior oral or written communications between the parties with respect thereto. This Agreement may only be modified by a written document executed by the parties hereto.

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