MarketMuse

Terms of Service

The following terms and conditions govern all use of the MarketMuse.com website (the "Website") and all content, services and products available at or through the website. The Website is owned and operated by MarketMuse, Inc. (DBA "MarketMuse"). The Website is offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, MarketMuse's Privacy Policy) and procedures that may be published from time to time on this Site by MarketMuse (collectively, the “Agreement”).

Please read this Agreement carefully before accessing or using the Website. By accessing or using any part of the web site, you agree to become bound by the terms and conditions of this agreement. If you do not agree to all the terms and conditions of this agreement, then you may not access the Website or use any services. If these terms and conditions are considered an offer by MarketMuse, acceptance is expressly limited to these terms. The Website is available only to individuals who are at least 13 years old.

Your MarketMuse.com Account and Site

If you use tools at MarketMuse.com, you must use them in a responsible manner. You must immediately notify MarketMuse of any unauthorized uses of your account or any other breaches of security. MarketMuse will not be liable for any acts or omissions by You, including any damages of any kind incurred as a result of such acts or omissions.

Without limiting any of those representations or warranties, MarketMuse has the right (though not the obligation) to, in MarketMuse’s sole discretion terminate or deny access to and use of the Website to any individual or entity for any reason. MarketMuse will have no obligation to provide a refund of any amounts previously paid.

Payment and Renewal

General Terms. Optional paid services such as additional results or API access are available on the Website (any such services, an “Upgrade”). By selecting an Upgrade you agree to pay MarketMuse the monthly or annual subscription fees indicated for that service. Payments will be charged on a pre-pay basis on the day you sign up for an Upgrade and will cover the use of that service for a monthly or annual subscription period as indicated. Upgrade fees are not refundable.

Automatic Renewal. Unless you notify MarketMuse before the end of the applicable subscription period that you want to cancel an Upgrade, your Upgrade subscription will automatically renew and you authorize us to collect the then-applicable annual or monthly subscription fee for such Upgrade (as well as any taxes) using any credit card or other payment mechanism we have on record for you. Upgrades can be canceled at any time in the Upgrades section of your site’s dashboard.

API Access

Fees; Payment. By signing up for the MarketMuse.com API, you agree to pay MarketMuse the specified monthly fees in exchange for access to the feeds. Applicable fees will be invoiced starting from the day your access is established and in advance of using such services. MarketMuse reserves the right to change the payment terms and fees upon thirty (30) days prior written notice to you. API access can be canceled by you at anytime on 30 days written notice to MarketMuse.

Permitted Use. You may use the MarketMuse.com API to develop a products or services using our data, provided that the data is not used in ways that infringe upon the terms and conditions herein and all other policies and agreements in place with MarketMuse. You may also use the MarketMuse.com name or logos and other brand elements that MarketMuse makes available in order to identify the source of the information.

Restricted Use. You may not use the MarketMuse.com API to substantially replicate products or services offered by MarketMuse. If MarketMuse believes, in its sole discretion, that you have violated or attempted to violate these conditions or the spirit of these terms, your ability to use and access the MarketMuse.com API may be temporarily or permanently revoked, with or without notice.

Content Posted on Other Websites

We have not reviewed, and cannot review, all of the material, including computer software, made available through the websites and webpages to which MarketMuse.com links, and that link to MarketMuse.com. MarketMuse does not have any control over those websites and webpages, and is not responsible for their contents or their use. By linking to an external website or webpage, MarketMuse does not represent or imply that it endorses such website or webpage. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. MarketMuse disclaims any responsibility for any harm resulting from your use of external websites and webpages.

Copyright Infringement and DMCA Policy

As MarketMuse asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that material located on or linked to by MarketMuse.com violates your copyright, you are encouraged to notify MarketMuse in accordance with MarketMuse’s Digital Millennium Copyright Act (“DMCA”) Policy. MarketMuse will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material.

Intellectual Property

This Agreement does not transfer from MarketMuse to you any MarketMuse or third party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with MarketMuse. MarketMuse, MarketMuse.com, the MarketMuse logo, and all other trademarks, service marks, graphics and logos used in connection with MarketMuse.com, or the Website are trademarks or registered trademarks of MarketMuse or MarketMuse’s licensors. Other trademarks, service marks, graphics and logos used in connection with the Website may be the trademarks of other third parties. Your use of the Website grants you no right or license to reproduce or otherwise use any MarketMuse or third-party trademarks.

License to Use Customer Data

By using MarketMuse, you (the "Customer") grant MarketMuse (the "Provider") (i) a non-exclusive, non-transferable (except as permitted herein), royalty-free, perpetual and fully paid license to use, reproduce, modify and transmit Data provided by Customer, and (ii) a non-exclusive, non-transferable (except as permitted herein), perpetual, royalty-free, fully-paid license to use, reproduce, display, modify, create derivative works of, disclose and distribute any usage data derived by Provider from the provision of Services to Customer (“Usage Data”) for the purpose of performing the Services listed in the applicable Order Form, including improving Software and the Services, provided that any disclosure of the Usage Data to any third party hereunder is in an aggregate form.

Hosting Services

Provider agrees to provide the hosting services described herein and as may be set forth in more detail in the applicable Order Form, including the right of Customer to access, view, download, transmit and use all customer data hosted by Provider. Provider hereby grants Customer a limited, non-exclusive, non-transferable, worldwide right to use and access the Software, solely for Customer’s own internal business purposes, subject to the terms and conditions of this Agreement (and further subject to the Use Guidelines set forth on Exhibit B) and provided that all fees due and payable under this Agreement have been paid by Customer to Provider. Unless agreed to otherwise by the parties, the Software shall be hosted on hardware owned, operated and managed by Provider at Provider’s facilities, or at facilities owned and operated by authorized outsourcers and contractors of Provider pursuant to a written agreement with Provider. Provider shall have the right to modify the Software in its sole discretion, provided that Provider shall not materially diminish the performance or functionality of the Software or without Customer’s prior written consent.

All rights not expressly granted to Customer are reserved by Provider

Unless specifically authorized by Provider, Customer may not access Software or hardware for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purpose. Customer shall not: (i) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third-party any of the Software or hardware in any way; (ii) modify or make derivative works based upon Software; (iii) create Internet “links” to Software or “frame” or “mirror” any content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access Software in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions, or graphics of Software, or (c) copy any ideas, features, functions, or graphics of Software. Customer may use the Software only for its internal business purposes and shall not: (1) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (2) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or that violates a third-party’s privacy rights; (3) send or store material containing software viruses, worms, Trojan horses, or other harmful computer code, files, scripts, agents, or programs; (4) interfere with or disrupt the integrity or performance of the Software, or the data contained therein; or (5) attempt to gain unauthorized access to Software or its related systems or networks. Provider shall have the right to immediately suspend access to the Software in the event Customer’s use or access of the Software results in a risk of loss or damage to the Software, Provider’s other systems, or the data or property of any other of Provider’s customers.

Audit of Software Usage

Provider will have the right, upon reasonable prior written notice to Customer, to conduct on its own or to engage of third party of its choosing to audit Customer’s use of the Software and all related back-up files, in order to verify compliance with this Agreement. The audit will be conducted at Provider’s expense, unless the audit reveals that Customer has failed to pay Fees consistent with its actual use of the Software, in which case Customer will reimburse Provider for all reasonable costs and expenses incurred by Provider in connection with such audit, together with any applicable Fees.

Changes

MarketMuse reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to the Website following the posting of any changes to this Agreement constitutes acceptance of those changes. MarketMuse may also, in the future, offer new services and/or features through the Website (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.

Termination

MarketMuse may terminate your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate this Agreement or your MarketMuse.com account (if you have one), you may simply discontinue using the Website. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Disclaimer of Warranties

The Website is provided “as is”. MarketMuse and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither MarketMuse nor its suppliers and licensors, makes any warranty that the Website will be error free or that access thereto will be continuous or uninterrupted. If you’re actually reading this, here’s a treat. You understand that you download from, or otherwise obtain content or services through, the Website at your own discretion and risk.

Limitation of Liability

In no event will MarketMuse, or its suppliers or licensors, be liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement for substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you to MarketMuse under this agreement during the twelve (12) month period prior to the cause of action. MarketMuse shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.

General Representation and Warranty

You represent and warrant that (i) your use of the Website will be in strict accordance with the MarketMuse Privacy Policy, with this Agreement and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside) and (ii) your use of the Website will not infringe or misappropriate the intellectual property rights of any third party.

Indemnification

You agree to indemnify and hold harmless MarketMuse, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of the Website, including but not limited to your violation of this Agreement.

Miscellaneous

This Agreement constitutes the entire agreement between MarketMuse and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of MarketMuse, or by the posting by MarketMuse of a revised version. Except to the extent applicable law, if any, provides otherwise, this Agreement, any access to or use of the Website will be governed by the laws of the state of California, U.S.A., excluding its conflict of law provisions, and the proper venue for any disputes arising out of or relating to any of the same will be the state and federal courts located in San Francisco County, California. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by three arbitrators appointed in accordance with such Rules. The arbitration shall take place in San Francisco, California, in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys’ fees. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; MarketMuse may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.

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