Invoke Solutions Market Research Terms of Service
IMPORTANT -- READ THESE TERMS OF SERVICE CAREFULLY BEFORE DOWNLOADING OR USING ANY SOFTWARE FROM INVOKE SOLUTIONS, Inc. AND/OR PARTICIPATING IN ANY EVENT: These Terms of Service for certain Invoke Solutions(TM) Software and Events (“Terms of Service”) constitute a legal agreement between you (either an individual or an entity) (hereinafter “You”) and Invoke Solutions, Inc. and its suppliers and licensors (collectively “Invoke Solutions(TM)”) relating to and governing Your installation and use of the Invoke Solutions(TM) event participation software (the “Software”). You are authorized to install only one (1) copy of the Software. BY DOWNLOADING, INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF SERVICE, DO NOT DOWNLOAD OR INSTALL THE SOFTWARE OR PARTICIPATE IN ANY EVENT. YOU AGREE THAT YOUR USE OF THE SOFTWARE ACKNOWLEDGES THAT YOU HAVE READ THESE TERMS OF SERVICE, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED HEREIN.
1. Software License Grant.
(a) Subject to the terms and conditions contained in these Terms of Service, Invoke Solutions(TM) hereby grants to You a non-exclusive, non-transferable, limited license to use the Software and any related documentation (“Documentation”), solely in connection with an event, or any part thereof (an “Event”) approved and supported by Invoke Solutions(TM) or its licensee and provided over the Internet, including without limitation, the World Wide Web portion thereof (or similar or successor network, all of which, whether public or private, are collectively referred to herein as the “Internet”).
(b) You may: (i) use the Software on any single computer; and (ii) copy the Software for back-up and archival purposes, provided any copy must contain all of the original Software’s proprietary notices.
(c) Subject to the terms and conditions hereof, You may permit an individual (if You are an entity) or another individual (if You are an individual) to utilize the Software, provided, however, that: (i) such individual (or other individual) agrees to be bound by the terms and conditions contained in these Terms of Service; and (ii) You shall, in all such cases, remain primarily liable to Invoke Solutions(TM) hereunder.
2. Software License Restrictions.
(a) You may not: (i) permit other individuals to use or access the Software, except under the terms and conditions listed above; (ii) modify, translate, reverse engineer, decompile, disassemble or otherwise derive the source code of the Software (except to the extent that this restriction is expressly prohibited by law); (iii) create derivative works based upon the Software or Documentation; (iv) copy the Software or Documentation (except for back-up or archival purposes); (v) rent, lease, transfer, or otherwise transfer or distribute rights to the Software or Documentation; or (vi) remove any proprietary notices or labels on or affixed to the Software or Documentation. Any action taken by You which is prohibited by these Terms of Service shall immediately terminate Your license to the Software.
(b) You agree that You will only use the Software and Documentation in a manner that complies with all applicable laws in the jurisdiction(s) in which You use the Software and Documentation, including without limitation, applicable restrictions concerning copyright and other intellectual property rights.
(c) You may only utilize the Software for Your personal and individual use, and solely in connection with Your participation in an Event. You may not use the Software to provide time-sharing or service bureau services to third parties. All rights not expressly granted under these Terms of Service are reserved by Invoke Solutions(TM).
3. Software Ownership and Title. Title, ownership, rights, and intellectual property rights in and to the Software and Documentation shall remain in and with Invoke Solutions(TM). The Software is protected by the copyright and other laws of the United States and other countries and international copyright treaties.
4. Information and Communications.
(a) As part of its normal and intended operations, the Software sends and receives a variety of communications over the Internet. By installing and/or using the Software, You consent to and acknowledge the existence of the Software’s communications features. The Software also employs the use of “cookies,” similar to an Internet browser. Through various other features of the Software, Invoke Solutions(TM) may also collect and store personally identifiable information for administrative, product design and technical purposes. All information collected and communicated by the Software, or collected in connection with Your acquisition of the Software, will be treated by Invoke Solutions(TM) in accordance with the Invoke Solutions(TM) Privacy Policy, which is available at http://www.invoke.com/research-privacy-policy (the “Invoke Solutions Market Research Privacy Policy”). Without limiting any terms of the Invoke Solutions(TM) Privacy Policy, You acknowledge that certain information collected and communicated by the Software will be shared with and may be owned by the organizer of the Event, and information transmitted by You through the Software during the course of an Event may be shared with other participants in the Event.
(b) You acknowledge that Internet connectivity is required for the use of the Software and participation in any Event and that You are responsible for any telecommunications, connectivity or other charges incurred through Your use of the Software.
5. Warranties and Liabilities.
(a) NO WARRANTIES. THE SOFTWARE IS PROVIDED TO YOU, AND THE EVENT IS CONDUCTED, “AS IS” AND “AS AVAILABLE” WITHOUT ANY REPRESENTATION OR WARRANTY WHATSOEVER. INVOKE SOLUTIONs(TM) EXPRESSLY DISCLAIMS, AND YOU HEREBY EXPRESSLY WAIVE, ALL WARRANTIES, EXPRESS OR IMPLIED IN CONNECTION WITH THE SOFTWARE OR THE USE OR INABILITY TO USE THE SOFTWARE OR PARTICIPATE IN ANY EVENT, INCLUDING WITHOUT LIMITATION, WARRANTIES OF TITLE, WARRANTIES OF NON-INFRINGEMENT, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES AS TO ANY RESULTS TO BE OBTAINED FROM ANY USE OF THE SOFTWARE OR PARTICIPATION IN ANY EVENT OR INFORMATION TO BE DERIVED THEREFROM. NOTWITHSTANDING THE FOREGOING, YOU MAY HAVE CERTAIN RELATED RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
(b) LIMITATIONS OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN CONTRACT, TORT OR OTHERWISE SHALL INVOKE SOLUTIONS(TM) BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES EVEN IF INVOKE SOLUTIONS(TM) SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. FURTHER, IN NO EVENT SHALL INVOKE SOLUTIONS(TM) LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT EXCEED FIVE DOLLARS ($5.00).
6. Indemnification. The Software is intended for use only in connection with an Event. You agree to indemnify, defend and hold harmless Invoke Solutions(TM), its officers, directors and employees, from and against any losses, damages, fines and expenses (including attorneys’ fees and costs) arising out of or relating to any claims that You have violated these Terms of Service. If You are importing the Software from the United States, You shall indemnify and hold Invoke Solutions(TM) harmless from and against any import and export duties or other claims arising from such importation.
7. Termination. These Terms of Service will automatically terminate if You fail to comply with any term hereof. No notice shall be required from Invoke Solutions(TM) to effect such termination. You may also terminate these Terms of Service at any time by notifying Invoke Solutions(TM) in writing of termination. Upon any termination of these Terms of Service, You shall immediately discontinue use of the Software and shall within three (3) days return to Invoke Solutions(TM), or certify destruction of, all full or partial copies of the Software, documentation and related materials provided by Invoke Solutions(TM).
8. Assignment. These Terms of Service are personal to You, and may not be assigned without Invoke Solutions’SM express written consent.
9. Government Uses.
If You are an agency of the U.S. Government, the following will apply: The Software has been developed entirely at private expense, is regularly used for non-governmental purposes and has been licensed to the public. The Software is a “commercial item” as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of “commercial computer software” and “commercial computer software documentation” as those terms are used in 48 C.F.R. 12.212 (Sept. 1995) or as “commercial computer software” as that term is defined in 48 C.F.R. 252.227-7014 (June 1995) or any equivalent agency regulation or contract clause, whichever is applicable. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government agencies acquire only those rights to the Software as are expressly set forth herein.
10. General. These Terms of Service constitute the complete and exclusive agreement between You and Invoke Solutions, Inc. with respect to the installation and use of the Software and Your participation in any Event. The terms and conditions contained in these Terms of Service may not be modified except in a writing duly signed by You and an authorized representative of Invoke Solutions(TM). If any provision of these Terms of Service is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable, and such decision shall not affect the enforceability of such provision under other circumstances, or of the remaining provisions hereof under all circumstances. These Terms of Service shall be governed by the laws of the Commonwealth of Massachusetts, without regard to conflicts of law provisions, and You hereby consent to the exclusive jurisdiction of the state and federal courts sitting in the Commonwealth of Massachusetts in connection with any dispute, cause of action or claim arising out of these Terms of Service. These Terms of Service will not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded.
