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DEX Insight, Inc (“DEX Insight,” “we,” “us” or “our”) provides access to information, products and services (collectively, “Content”) through the dexinsight.com website (the “DEX Insight Website”) and on the DEX Insight DEX platform through app.dexinsight.com (the “DEXInsight Platform”) to you (“you” or “your”), subject to the following terms and conditions of service (the “Terms”), which may be revised and updated by DEXInsight from time to time, with or without notice to you.
Please read these Terms carefully upon first visiting the DEX Insight Website and before using the DEX Insight Platform and refer to these Terms periodically to make sure that you are aware of the most current terms and conditions. All changes to these Terms are effective immediately once posted and apply to all access to the DEX Insight Website and use of the DEX Insight Platform from that point forward, whether or not you are notified individually of such changes.
By accessing the DEX Insight Website or using the DEX Insight Platform, you accept and agree to be bound by: 1) these Terms, including the binding arbitration clause, and 2) our privacy policy, found at https://dexinsight.com/privacy-policy (the “PrivacyPolicy”), which is incorporated by this reference.
If you have a question about these Terms or just want to reach out, please emailus at hello@dexinsight.com
The DEX Insight Platform
The DEX Insight Platform provides individuals and companies seeking to improve their employee productivity (“Buyers”) with the ability to collect insights from employees about their digital workplace experience.
Access to and Use of the DEX Insight Platform
General information available on the DEX Insight Website may be viewed by anyone, including registered users of the DEX Insight Platform, who is a resident of the United States.
In addition to complying with these Terms, you alone are responsible for:
· All third party fees, charges or other costs associated with your access to and use of the DEX Insight Platform, including any costs associated with your wireless subscriber services and internet services used to access and use the DEX Insight Platform
· Ensuring that all persons who access the DEX Insight Platform through yourinternet connection are aware of these Terms and comply with them.
Use of the DEX Insight Platform
Subject to your compliance with these Terms, we grant you a personal, non-transferable, non-exclusive, revocable, limited license to access and use the DEX Insight Platform solely as permitted by these Terms. We reserve all rights not expressly granted to you herein.
Unless we have otherwise agreed with you in writing, you may only use the DEX Insight Platform for internal business purposes. In any event, all use of the DEX Insight Platform must be lawful, and you agree to notify us if you learn of any misuse.
By using the DEX Insight Platform, you agree not to:
· License, sell, transfer, assign, distribute, host or otherwise commercially exploit the DEX Insight Platform.
· Modify, prepare derivative works of, disassemble, decompile or reverse engineer any part of the DEX Insight Platform, including any Insight Data made available through the DEX Insight Platform.
· Access the DEX Insight Platform in order to build a similar or competitive website, product, application or service without our express prior written consent.
· Attempt to gain unauthorized access to another user’s account or to the DEX Insight Platform.
· Upload, transmit or otherwise distribute to or through the DEX Insight Platform any computer viruses, worms or other software
· intended to harm or interfere with the intended operation of a computer system or data.
· Use the DEX Insight Platform in any manner that could interfere with, disrupt, negatively affect or prevent other users from using the DEX Insight Platform or that could damage, disable, overburden or impair the functionality of the DEX Insight Platform in any manner.
· Intentionally interfere with or negate any Content, including any DEX Data.
· Use any scrapers, crawlers, bots or other automated program to access, query or search the DEX Insight Platform.
· Attempt to circumvent any content-related limitations or security procedures that we use.
· Use the DEX Insight Platform to violate any law or infringe our rights, or the rights of any other person or entity.
We reserve the right to modify, suspend or discontinue the DEX Insight Platform(including any features or benefits) at any time, with or without notice to you. We will not be liable if, for any reason, all or any part of the DEX Insight Platform is unavailable for any period. From time to time, we may restrict access to or use of some or all of the DEX Insight Platform to users generally or to you individually, for any or no reason.
Security of Your Account
You must treat as confidential any login information you choose, or that is provided to you, in connection with your access to and use of the DEX Insight Platform and not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the DEX Insight Platform or portions of it using your user name, password or other security information.
You agree to notify us immediately of any unauthorized access toor use of your user name or password or any other breach of security. You also agree that you will exit from your account at the end of each session.
You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. We retain the right to disable any username, password or other identifier at any time if we believe you have violated any provisions of these Terms.
DEX Insight Data
All DEX Insight Data will be considered non-confidential and non-proprietary. Any DEX Insight Data that you submit (“Your DEX Data”) must be limited to your qualitative opinions as to the availability of certain features and functionality in the vendors’ products.
You will retain ownership of Your DEX Data, but by submitting Your DEX Data to the DEXInsight Platform, you grant us, our affiliates and services providers, and each of their and our respective licensees, successors and assigns a transferable, non-exclusive, irrevocable, worldwide, fully sub licensable (through multiple tiers) license to host, use, copy, store, transmit, process, receive, view, distribute, perform, display, modify and create derivative works of Your DEX Data and otherwise disclose to third parties and exploit any such material for any purpose. We reserve the right to aggregate Your DEX Data with similar information from other Buyers and use such aggregated information for any purpose. You agree that we may remove any metadata associated with Your DEXData, and you irrevocably waive any claims and assertions of moral rights or attribution with respect to Your DEX Data.
Your DEX Data must comply with these Terms, including the Content Standards outlined below. By submitting Your DEX Data to the DEX Insight Platform, you represent and warrant that: (a) you have all rights, power and authority necessary to grant the rights to Your DEX Data that are contained within these Terms, and(b) Your DEX Data complies with these Terms.
We take no responsibility for and we do not expressly or implicitly endorse any DEX Data, including Your DEX Data. Because you alone are responsible for Your DEX Data, you may expose yourself to liability if you post or share Your DEX Data without the required rights.
Content Standards
The following content standards apply to all Content, including Your DEX Data(collectively, the “Content Standards”).
All Content must comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, Content must not:
· Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, inaccurate or otherwise objectionable.
· Promote sexually explicit or pornographic material, violence or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
· Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of ours or any other person or entity.
· Violate any legal rights (including the rights of publicity and privacy) of others.
· Contain any material that could give rise to any civil or criminal liability under applicable laws or regulations that may be in conflict with these Terms and our Privacy Policy.
· Be likely to deceive any person.
· Promote illegal activity, or advocate, promote or assist any unlawful act.
· Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.
· Impersonate any person or misrepresent your identity or affiliation with any person or organization.
· Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising without our prior written consent.
· Falsely or inaccurately give the impression that it emanates or is endorsed by us or any other person or entity.
Our Rights and Obligations
Except for your rights in Your DEX Data, we own, and will own, all rights, title and interest in and to the DEX Insight Platform and all Content, including any intellectual property rights available in any applicable jurisdiction. You may not use or display the DEX Insight name, our trademarks or any of our intellectual property without our prior written consent.
We have no obligation to screen, edit or monitor your use of the DEX Insight Platform, including the DEX Data. We do, however, have the right to:
· Remove or refuse to post any Content, including Your DEX Data, for any or no reason, in our sole discretion.
· Take any action with respect to Your DEX Data that we deem necessary or appropriate, in our sole discretion, including if we believe that Your DEX Data violates these Terms, any applicable law, infringes any intellectual property right of ours or any right of any other person or entity, threatens the personal safety of the users of the DEX Insight Platform or the public, or which may create liability for us.
· Disclose your identity or other information about you to any third party who claims that Your DEX Data violates their rights, including their intellectual property rights or their right to privacy.
· Take appropriate legal action, including referral to law enforcement, for any illegal or unauthorized use of the DEX Insight Platform.
· Terminate or suspend your access to all or any part of the DEX Insight Platform for any or no reason, including violation of these Terms.
Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the DEX Insight Platform. You hereby waive and hold harmless the DEX InsightEntities (as defined below) from any claims resulting from any action taken by the DEX Insight Entities during, or taken as a consequence of, investigations by either the DEX Insight Entities or law enforcement authorities.
However, we do not undertake to review any Content, including any DEX Data, before it is posted on the DEX Insight Platform and cannot ensure prompt removal of objectionable material after it has been posed. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party, including DEX Data. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
Third-Party Content
You acknowledge that the DEX Insight Platform may contain links to third-party websites, resources, products or services, which may be posted by advertisers, our affiliates, our partners, vendors or other Buyers (“Third-Party Content”). You also acknowledge that the DEX Insight Platform may contain sponsored Third-Party Content or advertisements and that we may place advertisements in connection with the display of any Content, including DEX Data, or information about the DEX Insight Platform. We do not control Third-Party Content and accept no responsibility for such content, or for any loss or damage that may arise from your access toor use of such content. If you decide to access or use any Third-Party Content, you do so entirely at your own risk and subject to the terms and conditions of use for such content.
Feedback
You may, from time to time, submit or recommend to us additional features, functionality, performance, comments, data, ideas, descriptions or other information (collectively, “Feedback”) that we may subsequently incorporate into the DEX Insight Platform or other DEX Insight products or services. DEXInsight and its successors and assigns may freely use, copy, disclose, sublicense, distribute, display and exploit any Feedback in connection with any of our products or services in any manner without any obligation, payment, royalty or restriction based on intellectual property rights, confidentiality or otherwise. You hereby: (i) grant DEX Insight a worldwide, non-exclusive, royalty-free, perpetual right and license to use and incorporate such Feedback into any DEX Insight product or service, including without limitation the DEX Insight Platform; and (ii) acknowledge that any DEX Insight product or service incorporating such new features, functionality, or performance will be the sole and exclusive property of DEX Insight and all such Feedback will be free from any confidentiality restrictions that might otherwise be imposed on us.
Termination
You may terminate these Terms at any time and for any reason by deleting your account and discontinuing all use of the DEX Insight Platform. If you stop using the DEX Insight Platform without deleting your account, we reserve the right to deactivate your account due to prolonged inactivity. We also reserve the right to remove any DEX Data from deleted or deactivated accounts and to retain any such removed content for archival purposes.
Notwithstanding the termination of these Terms or the deletion of your account, the terms and conditions governing Your DEX Data, your indemnification, your prohibited uses, the disclaimers of warranties, the limitation of our liability, and any other provision which by its nature is intended to survive such termination, will survive such termination.
Indemnification
You agree to defend, indemnify and hold harmless DEX Insight, our affiliates, licensors and service providers, and our and their respective officers, directors, employees contractors, agents, licensors, suppliers, successors and assigns (the “DEX Insight Entities”) from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees(including reasonable attorneys’ fees) arising out of or relating to: (i) your violation of these Terms; (ii) your use of the DEX Insight Platform, including any DEX Data; (iii) your violation of any applicable laws or regulations; or(iv) Your DEX Data. We hereby reserve the right to control the defense of any such claims or proceedings for which you are required to indemnify us, and you agree to cooperate with such defense.
Disclaimers of Warranties
You understand that we cannot and do not guarantee or warrant that you will complete a transaction with a software vendor, or guarantee any results or performance of any software that you may purchase or license from a software vendor using the DEX Insight Platform. Further, we do not guarantee or warrant that the DEX Insight Platform, or any files or Content available for download from the internet or through the DEX Insight Platform, will be free of viruses or other harmful code. You are responsible for implementing sufficient procedures to satisfy your particular requirements for antivirus protection, accuracy of data and for maintaining a means external to our site for any reconstruction of any lost data.
THEDEX INSIGHT PLATFORM IS PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS,WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NEITHER DEX INSIGHT NOR ANY PERSON ASSOCIATED WITH DEX INSIGHT MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE DEXINSIGHT PLATFORM OR ANY CONTENT, INCLUDING ANY DEX DATA.
WITHOUT LIMITING THE FOREGOING, DEX INSIGHT DOES NOT WARRANT OR REPRESENT THAT THE DEXINSIGHT PLATFORM WILL BE ERROR-FREE, UNINTERRUPTED OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. DEX INSIGHT WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR ACCESS TO OR USE OF THE DEX INSIGHT PLATFORM OR ITEMS OBTAINED THROUGH THE DEX INSIGHT PLATFORM, INCLUDING WITHOUT LIMITATION ANY MATERIALS DOWLOADED FROM IT, POSTED ON IT OR LINKED TO IT.
DEXINSIGHT DOES NOT CONTROL, ENDORSE OR TAKE RESPONSIBILITY FOR ANY SERVICES,PRODUCTS OR CONTENT AVAILABLE ON OR LINKED TO THE DEX INSIGHT PLATFORM OR THE ACTIONS OF ANY THIRD PARTY OR USER.
Limitation of Liability
TOTHE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT AND UNDER NO THEORY OF LIABILITY, INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY OR OTHERWISE, WILL THE DEX INSIGHT ENTITIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS ARISING FROM OR RELATING TO THESE TERMS ORUSE OF THE DEX INSIGHT PLATFORM, INCLUDING THOSE ARISING FROM OR RELATING TO CONTENT THAT IS ALLEGED TO BE DEFAMATORY, OFFENSIVE OR ILLEGAL.
ACCESS TO, AND USE OF, THE DEX INSIGHT PLATFORM IS AT YOUR OWN DISCRETION AND RISK,AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.
IN NO EVENT WILL THE AGGREGATE LIABILITY OF THE DEX INSIGHT ENTITIES EXCEED ONE HUNDRED U.S. DOLLARS ($100). THE LIMITATIONS OF THIS SECTION WILL APPLY TO ANY THEORY OF LIABILITY, INCLUDING THOSE BASED ON WARRANTY, CONTRACT, STATUTE, TORT(INCLUDING NEGLIGENCE) OR OTHERWISE, AND EVEN IF THE DEX INSIGHT ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF ANY REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Governing Law and Arbitration
Any dispute, claim or controversy arising from or relating to these Terms or your use of the DEX Insight Platform, including disputes arising from or concerning the interpretation, violation, invalidity, nonperformance or termination, shall be settled by arbitration administered under the Rules of Arbitration by the American Arbitration Association applying New York law. The place of arbitration shall be New York City, New York. Any such dispute, claim or controversy shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any dispute or claim of any other party. By using the DEX Insight Platform, you hereby waive all rights to trial in any action or proceeding instituted in connection with these Terms or the DEX Insight Platform.
Miscellaneous Terms
These Terms, together with the General Terms and other applicable user-specific terms and conditions, constitute the entire agreement between you and us regarding your access to and use of the DEX Insight Website and the DEX Insight Platform.If any provision of these Terms is, for any reason, held to be illegal, invalid or unenforceable, the rest of the Terms will remain in effect. Any failure by us to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. You may not assign or transfer any of your rights or obligations under these Terms without our consent. We reserve the right to freely assign or transfer these Terms. All Feedback, comments, requests for technical support and other communications relating to the DEXInsight Platform should be directed to: hello@dexinsight.com.
