End User Terms

Last Updated: June 5, 2024

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These Demand IQ End User Terms ("User Terms") is a binding agreement between you ("End User" or "you") and Demand IQ, Inc. ("Demand IQ", "we", "us", or "our"). These User Terms govern your use of the Demand IQ website application and mobile application (such mobile application, the “Application,” and together with the website application and all related documentation, the "Service"). The Service is licensed, not sold, to you.

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BY ACCESSING OR USING THE SERVICE, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE USER TERMS; (B) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT THESE USER TERMS AND AGREE THAT YOU ARE LEGALLY BOUND BY TO THESE USER TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE OR ACCESS THE SERVICE.PLEASE REVIEW THESE USER TERMS, AS THEY AFFECT YOUR RIGHTS REGARDING YOUR USE OF THE SERVICES AND YOUR ABILITY TO BRING CLAIMS AGAINST DEMAND IQ.

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1. Service Use; Content. The Service provides you with access to resources, tools, products, services, and related features, functionality, and content (collectively, "Content"), some of which may be accessible on, offered through, or hosted on Demand IQ's or its customer's websites. The Content may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising. Your access to and use of the Service and all related Content is at your own risk. All Content are provided to you without any warranty or guarantee of their accuracy, completeness, timeliness, validity, compliance, legality, decency, quality, or any other aspect thereof. Demand IQ does not assume and will not have any liability or responsibility to you or any other person or entity for your use of the Service and its Content. All third-party materials, services and links thereto contained within the Service are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties' terms and conditions..

2. Privacy. Demand IQ may make the Service available on the website of a Demand IQ customer, in which case that customer, and not Demand IQ, will be the controller of any personal information that you provide through the Service. If you have any questions regarding how your personal information may be processed or the rights you may have regarding your personal information, we encourage you to review the privacy policy set forth on the website where you access the Service. If you would like more information about Demand IQ's own information processing and privacy practices, you may access the Demand IQ Privacy Policy at https://demand-iq.com/privacy-policy/. All information we collect through or in connection with the Service is subject to our Privacy Policy.

3. Use Rights. Subject to these User Terms, Demand IQ grants you a limited, non-exclusive, and nontransferable right to, during the term of these User Terms and strictly in accordance with these User Terms, (a) access and use the Service for your personal use; and (b) access and, to the extent applicable, download the Content made available in or otherwise accessible through the Service.

4. Restrictions on Use. You shall not use the Service for any purposes beyond the scope of the access granted in these User Terms. Any uses of the Service not expressly permitted under the terms of these User Terms is expressly prohibited. Without limiting the generality of the foregoing, you shall not: (a) copy the Service; (b) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Service; (c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Service or any part thereof; (d) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Service, including any copy thereof; (d) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Service, or any features or functionality of the Service, to any third party for any reason, including by making the Service available on a network where it is capable of being accessed by more than one device at any time; or (e) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Service.

5. Right to Provide Data. You represent and warrant to Demand IQ that you have the right to provide and use all information and data entered into or accessed through the Service. You are responsible for any unauthorized creation, collection, receipt, transmission, access, storage, disposal, use, or disclosure of personal information and other information, content, and data under you control or in your possession. Such information and data may constitute personal information or other identifying information of individuals. YOU ARE SOLELY RESPONSIBLE FOR OBTAINING ALL RELEVANT PERMISSIONS FROM SUCH INDIVIDUALS TO SUBMIT SUCH DATA TO THE SERVICES. DEMAND IQ WILL HAVE NO LIABILITY WHATSOEVER RESPECTING ANY CLAIM BY ANY THIRD PARTY ALLEGING THAT YOU HAVE SUBMITTED ANY OF THEIR DATA, OR THAT DEMAND IQ HAS PROCESSED YOUR DATA IN ACCORDANCE WITH THIS AGREEMENT, WITHOUT SUCH THIRD PARTY’S CONSENT, IN VIOLATION OF THEIR PRIVACY OR OTHER PROPRIETARY RIGHTS OR IN VIOLATION OF ANY APPLICABLE DATA AND PRIVACY LAWS.

6. Reservation of Rights. You acknowledge and agree that the Service is provided under license, and not sold, to you. You do not acquire any ownership interest in the Service or any other rights thereto under these User Terms other than to use the Service in accordance with the limited rights granted herein, and subject to all terms, conditions, and restrictions hereunder. Demand IQ and its customers, partners, licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Service, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in these User Terms.

7. Geographic Restrictions. You acknowledge that you may not be able to access all or some of the Content outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If you access the Content from outside the United States, you are responsible for compliance with local laws.

8. Updates. Demand IQ may from time to time in its sole discretion develop and provide Service updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. You agree that Demand IQ has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You further agree that all Updates will be deemed part of the Service and be subject to all terms and conditions of these User Terms.

9. Term and Termination. These User Terms commence when you download, install, access, or otherwise use the Service and will continue in effect until terminated by you or Demand IQ as set forth in this Section. You may terminate these User Terms by discontinuing your use of the Service and deleting all Content that you may have downloaded. Demand IQ may terminate these User Terms at any time without notice, which Demand IQ may do in its sole discretion. In addition, these User Terms will terminate immediately and automatically without any notice if you violate any of the terms and conditions of these User Terms. Upon any such termination, all rights granted to you under these User Terms will also terminate; and you must cease all use of the Service. Termination will not limit any of Demand IQ's rights or remedies at law or in equity.

10. Disclaimer of Warranties. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, DEMAND IQ, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES, CUSTOMERS, AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICE AND ALL CONTENT, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. DEMAND IQ ASSUMES NO RESPONSIBILITY FOR YOUR RELIANCE ON THE SERVICE, OR FOR ANY ERRORS, OMISSIONS OR INACCURACIES WHATSOEVER IN THE DATA OR INFORMATION PROVIDED BY YOU OR ANY THIRD PARTY THROUGH THE SERVICE, OR ARISING FROM YOUR USE OF THE SERVICE. WITHOUT LIMITATION TO THE FOREGOING, DEMAND IQ PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SERVICE OR CONTENT WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED, NOR DOES IT MAKE ANY REPRESENTATION OR WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM YOUR USE OF THE SERVICE, AND USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK.. YOU HEREBY IRREVOCABLY WAIVE ANY AND ALL CLAIMS BASED ON OR RELATED TO THE FOREGOING. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, YOU ACKNOWLEDGE AND AGREE THAT THIS LIMITATION OF LIABILITY SHALL BE ENFORCED TO THE FULLEST EXTENT PERMITTED BY LAW.

11. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL DEMAND IQ OR ITS AFFILIATES, CUSTOMERS, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY: (A) ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICE OR THE CONTENT FOR ANY REASON, INCLUDING BUT NOT LIMITED TO PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES; OR (B) IN EXCESS OF ONE HUNDRED DOLLARS ($100) IN THE AGGREGATE. THE FOREGOING LIMITATION WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR DEMAND IQ WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, YOU ACKNOWLEDGE AND AGREE THAT THIS LIMITATION OF LIABILITY SHALL BE ENFORCED TO THE FULLEST EXTENT PERMITTED BY LAW. 

12. Indemnification. You agree to indemnify, defend, and hold harmless Demand IQ and its customers and its and their officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, arising from or relating to: (a) your use or misuse of the Service; (b) your breach of these User Terms; (c) any information you submit or make available through the Service; and (d) your violation of any applicable law.

13. Severability. If any provision of these User Terms is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of these User Terms will continue in full force and effect.

14. Governing Law. These User Terms are governed by and construed in accordance with the internal laws of the State of Colorado without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to these User Terms or the Service shall be instituted exclusively in the federal courts of the United States or the courts of the State of Colorado in each case located in the city and county of Denver. You hereby irrevocably waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

15. Limitation of Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE USER TERMS OR THE SERVICE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

16. Third Party Platforms. Demand IQ may provide the Service to you through third-party websites, operating systems, platforms, and portals (collectively, “Third Party Platforms”). Additional terms and conditions may apply to you with respect to your use of Third Party Platforms, which are not under Demand IQ’s control. Demand IQ does not assume any responsibility or liability for your use of such Third Party Platforms.
17. Notice Regarding Apple. If you use the Application on an Apple, Inc. (“Apple”) iOS-powered mobile device, you and Demand IQ acknowledge that these Terms of Use are concluded between you and Demand IQ only, and not with Apple, and Apple is not responsible for the Application. Your license to use the Application is limited to the Apple iOS Mobile Device that you own or control and that your use of the Application shall be subject to the usage rules set forth in Apple’s then-current App Store Terms of Service.
18. U.S. Export Controls. The Application may be subject to United States export laws, including the including the United States Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Application to, or make the Application accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable laws, rules, and regulations, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing or otherwise making the Application available outside the United States.
19. Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between these User Terms and any applicable purchase or other terms, the terms of these User Terms shall govern your use of the Service; provided that Demand IQ customers and their employees and representatives shall enter into a separate agreement to govern customer use of any Demand IQ services.
20. Entire Agreement. These User Terms constitute the entire agreement between you and Demand IQ with respect to your use of the Service.