Terms of Use

MPROVEIT Marketing Management Platform
Subscriber Master Terms of Use


This Marketing Management Platform Agreement (this "AGREEMENT") establishes terms and conditions governing your access to and use of the MSIGHTS Platform, including all MPROVEIT Modules and/or MPROVEIT services (collectively, the "Platform"), offered by MSIGHTS INCORPORATED ("MSIGHTS"). This Agreement may supplement an agreement between you or your employer and MSIGHTS or an MSIGHTS customer. In order to use the Platform, you MUST acknowledge and accept the terms of this Agreement by clicking the "I Agree" button below. If you do not accept this Agreement, DO NOT CLICK THE "I Agree" BUTTON.

Your use of the Platform or the information you obtain in the course of using the Platform may also be addressed by another agreement between you or your employer and MSIGHTS or an MSIGHTS customer (an "Additional Agreement"). If and to the extent the terms of this Agreement and the Additional Agreement relating to or affecting the Platform are in conflict, the more restrictive provisions shall control.

TERMS OF USE

 ARTICLE I: DEFINITIONS
Section 1.02 -- Definitions: The following definitions shall apply:
(1) Access: The term "access" and variants thereof (including, without limitation, "accessing" and "accessible") shall mean to log into and use the Platform for its intended purposes.

(2) Internet: The term "Internet" shall mean that certain global network of computers commonly referred to as the Internet, including (without limitation) the World Wide Web.

(3) Link: The term "Link" shall mean text, icons, graphic symbols that upon selection or activation, link or associate to, execute, access or retrieve an off-screen Web Site or Technology.

(4) Password: The term "Password" shall mean that certain password, user name and other log-in information assigned to you by a Subscriber or MSIGHTS, in each case for use in accessing the Platform.

(5) Subscriber: The term "Subscriber" shall mean the individual or entity that has entered into a contract with MSIGHTS relating to use of the Platform, and that has assigned you or your employer a Password, or at whose instance MSIGHTS has assigned, you or your employer a Password.

(6) Technology: The term "Technology" shall mean information, data, ideas, works of authorship, computer software, source code, object code, executable code, software libraries, documentation, databases, database designs, data dictionaries, data models, fields, records, scripts, texts, interfaces, interface designs, screen displays, web sites, web pages, Links, visual works, graphic images, audio, video, compilations, formulas, methodologies, techniques, processes, procedures, adaptations, derivative works, computers, hardware, peripherals, components, networks, product lists, supplier lists and customer lists.
ARTICLE II: SCOPE OF USE
Section 2.01 -- Access and Use: You are authorized to access and use the Platform, if at all, by virtue of the relationship between the Subscriber and you or your employer. You may access the Platform during the period you are authorized to do so by the Subscriber, only for so long as the Password assigned to you remains valid, and solely for the internal business purposes of the Subscriber.

Section 2.02 -- Limitations:
(a) You shall not, and shall not authorize or enable any third party to (i) access or use the Platform other than as authorized by the Subscriber or for any purpose not expressly authorized by the Subscriber and this Agreement; (ii) duplicate the Platform or any portion thereof; (iii) reverse engineer, disassemble, decompile or translate the Platform or any portion thereof; (iii) change, modify or otherwise alter the Platform; (iv) frame or establish a Link to the Platform or any portion thereof;(v) disclose the Password assigned to you to any third party or permit or enable any third party to access or use the Platform using your Password, or (vi) assign, transfer, pledge, rent, share or sublicense any of the Platform or use thereof, or (vii) grant any third party access to or use of the Platform whether on a service bureau, timesharing or application service provider basis or otherwise.

(b) You acknowledge that (i) MSIGHTS' MPROVEIT platform, modules, and services run on the Force.com platform operated by salesforce.com, and that some MPROVEIT modules additionally employs Google Apps for certain functionality, and (ii) your use of salesforce.com is governed by the Master Subscription Agreement at http://www.salesforce.com/company/msa.jsp, and use of Google Apps is governed by the Google Terms of Service at http://www.google.com/apps/intl/en/terms/user_terms.html, including in both cases the privacy policy and other terms and conditions applicable to the services (collectively, the "Third Party Agreements").

Section 2.03 -- Cancellation: MSIGHTS may cancel the Password, for convenience and in the exclusive discretion of MSIGHTS without notice. Upon cancellation of the Password, you shall immediately cease and desist any and all access to and attempts to access the Platform.

Section 2.04 -- – Privacy Policy: You acknowledge that MSIGHTS collects certain information regarding parties that access or use the Platform, and that MSIGHTS may use that information as described by the MSIGHTS Privacy Policy [http://www.msights.com/privacy-policy]. You acknowledge that you have read the MSIGHTS PRIVACY POLICY and accept the terms set forth in that Policy. In addition, you acknowledge that salesforce.com and Google may collect and use certain information as described in the Third Party Agreements.

ARTICLE III: INTELLECTUAL PROPERTY
Section 3.01 -- Ownership and Title: MSIGHTS, as between you and MSIGHTS, is and shall remain the sole owner of the Platform, and the Technology contained or embodied in the Platform, and all patents, copyrights, trademarks, trade secrets and other intellectual property rights related thereto or embodied therein.

Section 3.02 -- Proprietary Information: You shall hold MSIGHTS Technology in strict confidence and shall not access or disclose MSIGHTS Technology except as otherwise permitted under this Agreement. You hereby acknowledge and agree that the MSIGHTS Platform and the Technology embodied therein derives independent economic value (actual or potential) from not being generally known to other persons who can obtain economic value from its disclosure or use and not being readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use; is the subject of reasonable efforts under the circumstances to maintain its secrecy; and is a trade secret as defined under the Restatements.

Section 3.03 -- Submissions: Any Technology (except the Password) you upload, post or submit on or to the Platform shall be deemed non-confidential. You, on behalf of yourself and your employer, hereby grant MSIGHTS an irrevocable, worldwide, perpetual, nonexclusive license to access, use, reproduce, modify, adapt, release, perform, display, distribute, sell and disclose such Technology, in whole or in part, in any manner and for any purpose whatsoever, and to have and authorize others to do so. You represent and warrant that you possess all necessary rights, title, interests and authority to rightfully grant MSIGHTS the foregoing license, free and clear of any encumbrances, third party interests and restrictions. You also represent and warrant that all information you provide in connection with the Platform and this Agreement is true, complete and accurate.

ARTICLE IV: WARRANTY AND INDEMNIFICATION
Section 4.01 -- WARRANTY DISCLAIMER: MSIGHTS EXTENDS DIRECTLY AND SOLELY TO SUBSCRIBERS SUCH WARRANTIES REGARDING THE PLATFORM AND RELATED SERVICES AS MSIGHTS DETERMINES IN ITS SOLE DISCRETION, AND MAKES NO REPRESENTATIONS OR WARRANTIES TO YOU REGARDING THE PLATFORM OR THE SERVICES PROVIDED UNDER THIS AGREEMENT. THE PLATFORM IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. MSIGHTS, TO THE FULLEST EXTENT PERMITTED BY LAW, HEREBY DISCLAIMS AND YOU HEREBY WAIVE ALL WARRANTIES BY MSIGHTS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS IN CONNECTION WITH THE PLATFORM AND PRODUCTS AND SERVICES OFFERED THROUGH THE PLATFORM. MSIGHTS DOES NOT WARRANT AND YOU HEREBY WAIVE ANY WARRANTY THAT YOUR USE OF OR ACCESS TO THE PLATFORM WILL BE UNINTERRUPTED OR ERROR FREE. MSIGHTS DOES NOT MAKE ANY WARRANTY AND YOU HEREBY WAIVE ANY AND ALL WARRANTIES AS TO THE RESULTS OBTAINED FROM USE OF THE PLATFORM OR AS TO THE ACCURACY, COMPLETENESS, TIMELINESS OR RELIABILITY OF THE PLATFORM. YOU HEREBY ACKNOWLEDGE AND AGREE THAT USE OF THE INTERNET AND PLATFORM SHALL BE AT YOUR SOLE AND EXCLUSIVE RISK AND SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS, RULES, REGULATIONS, POLICIES, APPLICABLE LAWS AND CODES OF CONDUCT GOVERNING THE INTERNET AND THE PLATFORM.

SECTION 4.02 -- Inaccuracies: You hereby acknowledge that the Platform may contain errors, inaccuracies and omissions. You assume any and all risk of loss, harm or damage associated with your access to and use of the Platform.

Section 4.03 -- LIMITATION OF LIABILITY: MSIGHTS SHALL NOT BE LIABLE FOR ANY LOST PROFITS OR CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH (I) USE, PERFORMANCE OR OPERATION OF THE PLATFORM; (II) USE, PERFORMANCE OR OPERATION OF THE INTERNET OR USE OF THE INTERNET; (III) LOSS OF DATA; AND (IV) PRODUCTS AND SERVICES OFFERED THROUGH THE PLATFORM), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE, AND REGARDLESS OF WHETHER MSIGHTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE OR WHETHER SUCH DAMAGES ARE REASONABLY FORESEEABLE.

SECTION 4.04 -- Indemnification: You shall release, defend, indemnify and hold harmless MSIGHTS (including its officers, directors, employees, affiliates, contractors and agents) from and against any expense, loss, cost or liability (including, without limitation, attorney fees and paralegal fees) arising from any and all claims, demands, damages or actions resulting from or related to (i) your use of the Internet, Platform or products or services offered through the Platform (including, without limitation, any claims for breach of warranty, loss of data, libel, slander, invasion of privacy or false advertising); (ii) performance of the Platform; (iii) your negligence or any tortious acts (or failures to act); (iv) products or services offered through the Platform; and (v) your breach of your obligations under this Agreement.

SECTION 4.05 -- Export Assurance: You shall not perform any act in conflict with or in violation of the export laws and regulations of the United States of America, including (without limitation) the Export Administration Act, 50 U.S.C. §2401, et seq., the Export Administration Regulations, 15 C.F.R. Parts 730-774, the Arms Export Control Act, 22 U.S.C. §2751, and the International Traffic in Arms Regulations, 22 C.F.R. Parts 120-130, as amended.

Section 4.06 -- Links: You hereby acknowledge that the Platform may contain Links to third party web sites. Any such Links are provided solely as a convenience to you and do not constitute an endorsement by MSIGHTS of such web sites and the third party content therein.

ARTICLE V: MISCELLANEOUS
Section 5.01 -- Entire Agreement: This Agreement contains the entire understanding of the parties relating to the subject matter hereof and supersedes all previous verbal and written agreements between MSIGHTS and you relating to the subject matter hereof.

Section 5.02 -- Amendments and Modifications: Excepting modifications made to the Privacy Policy by MSIGHTS and modifications made to this Agreement by MSIGHTS, any alteration, modification or amendment of this Agreement shall be void unless such alteration, modification or amendment is in writing and signed by an authorized representative of MSIGHTS.

Section 5.03 -- Severability: If a provision of this Agreement is rendered invalid, the remaining provisions shall remain in full force and effect.

Section 5.04 -- Captions: The headings and captions of this Agreement are inserted for convenience of reference and do not define, limit or describe the scope or intent of this Agreement or any particular section, paragraph, or provision.

Section 5.05 -- Governing Law: This Agreement shall be governed by the laws of the Commonwealth of Virginia, without regard to any rules of conflict or choice of laws which may require the application of laws of another state, and venue shall be in Virginia.

Section 5.06 -- Pronouns/Gender: Pronouns and nouns shall refer to the masculine, feminine, singular or plural as the context shall require.

Section 5.07 -- Remedies: All remedies under this Agreement are in addition to equitable remedies and remedies provided by law and are cumulative. The parties hereby acknowledge and agree that damages at law will be an inadequate remedy to MSIGHTS. In addition to remedies at law and other rights which may be available, MSIGHTS shall have the right of specific performance, injunction or other equitable remedy (including, without limitation, the right to such equitable remedies prior to or pending arbitration) in the event of a breach or threatened breach of this Agreement by you.

Section 5.08 -- Waiver: Waiver of a breach of this Agreement shall not constitute a waiver of any other breach. Failure to enforce any provision of this Agreement shall not constitute a waiver or create an estoppel from enforcing such provision. Any waiver of a provision of this Agreement shall not be binding unless such waiver is in writing and signed by the waiving party.

Section 5.09 -- Survival: The terms and provisions of Sections 2.02, 2.03 and 2.04 and Articles I, III, IV and V of this Agreement shall survive cancellation of the Password.

Section 5.10 -- Public Announcements: All public announcements concerning the Platform or the relationship of you and MSIGHTS shall be subject to the prior written approval of MSIGHTS.

Section 5.11 -- Litigation Expense: In the event of litigation or arbitration arising out of or relating to this Agreement, each party shall pay its own costs and expenses of litigation or arbitration (excluding fees and expenses of arbitrators and administrative fees and expenses of arbitration).