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YOU MUST AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT TO BECOME A USER, WHICH IN TURN PERMITS YOU TO ACCESS CERTAIN OF SIRIUSDECISIONS' RESEARCH AND TRAINING (THE "PRODUCTS") ON SIRIUSDECISIONS' WEB SITE. BY COMPLETING THE ENROLLMENT PROCESS, YOU AGREE TO THE TERMS OF THIS AGREEMENT, JUST AS IF YOU HAD SIGNED THIS AGREEMENT. IF YOU DO NOT WISH TO BE BOUND BY THIS AGREEMENT, PLEASE DO NOT COMPLETE THE ENROLLMENT PROCESS AND YOU WILL NOT ACQUIRE ANY LICENSE TO USE THE PRODUCT.

The terms in this Agreement do not supersede or override any terms currently in place with SiriusDecisions. Any conflict between the terms in this Agreement and the Master Client Agreement currently in place with SiriusDecisions, (“Existing Agreement”), the Existing Agreement will prevail. In cases where the Existing Agreement does not address specific terms in this Agreement, this Agreement will prevail.

DEFINITIONS.This Agreement ("Agreement") is between the individual and/or company entering into this Agreement (“You” or “Client”) and SIRIUSDECISIONS, Inc., a Delaware corporation located at 187 Danbury Road, Wilton CT 06897, USA or its affiliated local licensing entity (“SIRIUSDECISIONS”). “Affiliate” is defined as an entity, which controls, is controlled by or shares common control with a party. “You” includes you, your company and your Affiliates. “Software” will mean a SIRIUSDECISIONS computer program in machine-readable, object-code form provided, via delivery or electronic transmission, to You. Software includes SiriusDecisions’ tools, models, analytics, learning modules, computer files, enhancements, maintenance modifications, upgrades, updates, bug fixes, and error corrections. “Documentation” will mean the user and systems documentation related to the Software including but not limited to frameworks, questionnaires and related documentation. “Product” will mean collectively the Software licensed by You and the Documentation related thereto. “License Grant” means the licensed capacity for the Software with the pricing and other license defining terms, including capacity restrictions as specified on an order.

ACCEPTANCE.The Product is deemed accepted and consumed by You on the earlier of (a) the date that You received the Product from SIRIUSDECISIONS or (b) the date that You accepted this Agreement or (c) if a learning modogule the date you register for the Product.

LICENSE.Subject to the terms of this Agreement, as well as Your payment of applicable fees, SIRIUSDECISIONS grants You a limited, non-exclusive, non-transferable, limited license for each copy of the Product, up to the agreed upon License Capacity.

LICENSE RESTRICTIONS.You agree to the following restrictions on Your use of the Product:

• Usage Rights. A Product may be used only for, by and on behalf of You. Use of a Product will be restricted to Your internal data processing requirements and will not be used directly or indirectly on a time-sharing, remote job entry, or service bureau basis for the benefit of any third party. You acknowledge and agree that You will have no right to use the Product for the benefit of any third party, in a manner inconsistent with the provisions of this Agreement, or for any use other than its intended purpose. Access to a Product will be restricted to: (a) You and (b) consultants and contractors under confidentiality agreements with You. In addition to the restrictions imposed under this Agreement, any other usage restrictions contained in the Product installation instructions or release notes will apply to Your use of the Product.
• No Copying. You will not copy the Product. If SiriusDecisions Inc grants permission for a copy, such permission must be in writing and You will include all copyright and other proprietary rights notices included on the Product on all copies of the Product prepared by or for You. You will, in no event, remove, modify, or obscure any such notices.
• No Modification or Reverse Engineering. You will not: (i) reverse engineer (unless required by law for interoperability), disassemble, decompile or otherwise attempt to derive the source code (or underlying structure or algorithms) from the Software or decode any data files created by or associated with the Software; or (ii) modify the Product or otherwise create any derivative works from the Product.
• No Transfer or Rental. You will not transfer, lease, loan, resell for profit, distribute or otherwise grant any rights in the Product in any form to any other party directly or indirectly, including but not limited to, commercial time-sharing, rental, subscription service, remote job entry or service bureau use for the benefit of any third party.

• Client shall not de-compile, disassemble, modify, improve or otherwise reverse engineer any of the Product(s) without SIRIUSDECISIONS’ prior written consent. Client agrees, without limiting this provision, that (a) any software or other materials resulting from reverse engineering, modification, improvement or other changes and all rights in such software or other materials (including but not limited to rights of use and distribution) shall remain solely and exclusively property of SIRIUSDECISIONS, and

  (b) if Client develops software and other materials that are substantially similar in form, function, or execution to the Software or Documentation, such software or other materials shall be deemed to have been developed using the Software or Documentation in a manner not authorized by this Agreement and shall be the property of SIRIUSDECISIONS. The foregoing shall be in addition to any other rights and remedies available to SIRIUSDECISIONS, including but not limited to, SIRIUSDECISIONS’ right to obtain an injunction against the use or distribution of such software or materials.

• No Publication of Benchmark Tests. You will not provide any third party with or publish the results of functional evaluation or benchmark tests or similar tests it performs on the Software.

LICENSE UPGRADES. You may expand the scope of the License Capacity only pursuant to a separate agreement with SIRIUSDECISIONS for such expanded usage and Your payment of applicable fees. There is no additional warranty period or free support period for license upgrades.

AUDIT RIGHTS. SIRIUSDECISIONS will have the right (either directly or through a third party auditor), not more than once every twelve (12) months, to conduct an audit during Your normal business hours to verify that the Product is being used in a manner consistent with the provisions of this Agreement. If SIRIUSDECISIONS or its third party auditor determines that You are using the Product in a manner inconsistent with the provisions of this Agreement, You will (i) immediately cease such inconsistent use or, upon agreement of the parties, pay to SIRIUSDECISIONS additional license fees sufficient to permit such use, and (ii) reimburse SIRIUSDECISIONS for the cost of such audit.

TITLE. Client acknowledges and agrees that the Product(s) contains proprietary information, intellectual property, and trade secrets of SIRIUSDECISIONS (whether or not any portion thereof is or may be validly copyrighted or patented). All right, title and interest to the proprietary information, intellectual property, trade secrets, trademarks, service marks, patents, copyrights and other intellectual property and proprietary rights in and to a Product (the “Intellectual Property”) shall remain the exclusive property of SIRIUSDECISIONS and its licensors. Client shall not take any actions that jeopardize SIRIUSDECISIONS’ or its licensors’ Intellectual Property. Title to the Product or any Intellectual Property shall not pass to Client or any third party by virtue of this Agreement, or any act or omission of Client or any third party.

Client shall not sublicense, sell, offer for sale, otherwise transfer or in any way encumber any Products or Intellectual Property. Should any act of the Client purport to cause a claim, lien or encumbrance on a Product or the Intellectual Property, Client shall immediately cause such claim, lien or encumbrance to be removed. Except as otherwise expressly set forth in this Agreement, Client shall indemnify and hold SIRIUSDECISIONS harmless from any damages, losses, costs and/or expenses that may result from the unauthorized use of a Product.

CONFIDENTIAL INFORMATION. “Confidential Information” shall mean the Products, the Intellectual Property, all documents, flow charts, computer listings, printouts, information, and know-how related to or contained in the foregoing; all business plans, strategies or procedures; and SIRIUSDECISIONS’ other trade secrets and confidential information that are made available by SIRIUSDECISIONS to Client or otherwise become known to Client whether before or after execution of this Agreement, or in connection with this Agreement or previous agreements.

Client is prohibited from disclosing the Confidential Information to any persons who do not have a need-to-know such information. In addition, Client (i) shall take all reasonable steps to prevent unauthorized access to the Confidential Information, and (ii) shall not use the Confidential Information, or authorize or permit other persons to use the Confidential Information, for any purposes other than in connection with performing its obligations or exercising its rights under this Agreement. As used herein, “reasonable steps” means steps that Client takes to protect its own confidential or proprietary information of a similar nature, which steps shall be no less than those necessary to exercise reasonable care.

These provisions do not apply to information or materials that: (i) are learned by Client from another person free of any restriction and without a breach by such person of any obligation it may have to SIRIUSDECISIONS; or (ii) are or become publicly available through no unauthorized act of Client or any other person. In addition, Client may disclose Confidential Information to the extent required to be disclosed pursuant to applicable law, regulation, governmental requirement or court order; provided, however, that Client shall advise SIRIUSDECISIONS of such required disclosure promptly upon learning thereof and shall reasonably assist SIRIUSDECISIONS in contesting and/or limiting such disclosure.

Client acknowledges that the Confidential Information constitutes valuable property of SIRIUSDECISIONS and that the unauthorized disclosure or use of the whole or any part of the Confidential Information would cause irreparable damage to SIRIUSDECISIONS and its business. Client agrees to take all steps necessary to ensure that SIRIUSDECISIONS’ rights, title, and interest in the Confidential Information is protected against use and disclosure that is not specifically authorized by this Agreement.

Upon the expiration or termination of this Agreement, Client shall return to SIRIUSDECISIONS, or destroy, any of SIRIUSDECISIONS’ Confidential Information (including any copies, summaries or analyses thereof) in Client’s possession or control.

FEES AND EXPENSES In consideration of the license granted pursuant to Section 2 and as specified on an Order, Client shall pay SIRIUSDECISIONS the license fees set forth in an Order (the “License Fees”), in accordance with the terms of this Section.

Payment Terms. All amounts due by Client shall be paid to SIRIUSDECISIONS before delivery of Product. Any amounts not paid within thirty (30) days shall be subject to interest at the lesser of 1.5% per month or the maximum allowed by applicable law, which interest shall be immediately due and payable. All amounts due hereunder shall be paid in United States Dollars.

Taxes, Duties and Levies. All license fees and other payments to SIRIUSDECISIONS are exclusive of any and all taxes, duties or levies assessed by applicable governmental authorities. All such taxes, duties and levies (exclusive of any taxes based upon SIRIUSDECISIONS' income) shall be assumed by and paid for by Client, regardless of whether included in any invoice sent to Client at any time by SIRIUSDECISIONS. Notwithstanding the foregoing, Client shall not be required to pay those taxes from which Client is legally exempt, as verified by Client of such status.

TERMINATION. This Agreement will immediately terminate if You breach any of its terms or cease permanent use of the Product for whatever reason.

CLAIMS OF INFRINGEMENT.Subject to the exclusions set forth below, SIRIUSDECISIONS agrees to indemnify, defend and hold harmless Client from and against any claim, action or proceeding brought against Client alleging that the Product infringes any United States patent, copyright, trade secret, trademark or other intellectual property right of a third party; provided, however, that Client shall: (i) notify SIRIUSDECISIONS promptly in writing of any alleged infringement of which Client becomes aware; (ii) not settle or compromise any claim, action or allegation without the prior written consent of SIRIUSDECISIONS; (iii) give SIRIUSDECISIONS sole authority to control fully, at SIRIUSDECISIONS' expense, the defense and settlement of any infringement claim; and (iv) furnish all reasonable assistance requested by SIRIUSDECISIONS.

If the Product is, or in the reasonable opinion of SIRIUSDECISIONS is likely to become, the subject of any action for infringement of any United States patent, copyright, trade secret, trademark or other intellectual property right of a third party, or if the Product is adjudicated to infringe any such right, or if the use of the Product is enjoined, then SIRIUSDECISIONS shall, in its sole discretion, choose to (a) procure for Client, at SIRIUSDECISIONS’ expense, the right to continue using the Product; or (b) replace or modify the Product so that it becomes non-infringing; or (c) modify Client’s licenses or terminate this Agreement and any licenses granted hereunder.

Notwithstanding the foregoing, SIRIUSDECISIONS shall have no obligation to indemnify Client pursuant to this Agreement with respect to any infringement or alleged infringement resulting from (i) any modifications to the Product made by any party other than SIRIUSDECISIONS or SIRIUSDECISIONS’ authorized representative, (ii) any unauthorized use of the Product by Client or any third party, or (iii) any use in combination with other software, hardware or data, to the extent such infringement is caused by such combination.

You agree to indemnify, defend and hold harmless SiriusDecisions, its affiliates, licensors, and their respective officers, directors, employees and agents from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, arising out of the use of the Products by You.

THE FOREGOING PROVISIONS OF THIS SECTION STATE THE ENTIRE LIABILITY AND OBLIGATION OF SIRIUSDECISIONS AND THE EXCLUSIVE REMEDY OF CLIENT WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OF COPYRIGHTS, OR OTHER INTELLECTUAL PROPERTY RIGHTS BY THE PRODUCT OR ANY PART THEREOF.

LIMITED WARRANTIES. SIRIUSDECISIONS warrants that Software delivered to You will operate in substantial conformance with the Documentation for such release. SIRIUSDECISIONS’ sole obligation and Your sole remedy in the event of breach of warranty will be for You to provide SIRIUSDECISIONS with written notice of any material nonconformity in sufficient detail to allow SIRIUSDECISIONS to duplicate the nonconformance and SIRIUSDECISIONS will use reasonable efforts to correct any such nonconformance in a Product.

All warranties on a Product become void, and SIRIUSDECISIONS will be released from any maintenance obligations, if a Product is modified by anyone other than an authorized representative of SIRIUSDECISIONS. SIRIUSDECISIONS does not warrant that a Product will be error free, that all errors therein will be corrected, or that the Product will operate without interruption or defect or will achieve any specific results except as set forth herein.

EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, THE PRODUCT IS PROVIDED TO YOU “AS IS”, AND SIRIUSDECISIONS MAKES NO EXPRESS OR IMPLIED WARRANTIES WHATSOEVER WITH RESPECT TO ITS FUNCTIONALITY, CONDITION, PERFORMANCE, OPERABILITY OR USE. WITHOUT LIMITING THE FOREGOING, THIS LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR FREEDOM FROM INFRINGEMENT AND IS THE ONLY WARRANTY MADE BY SIRIUSDECISIONS IN CONNECTION WITH A PRODUCT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS.

LIMITED LIABILITIES. SIRIUSDECISIONS’S MAXIMUM CUMULATIVE LIABILITY HEREUNDER WITH RESPECT TO ANY PRODUCT ARISING FROM ANY CAUSES WHATSOEVER, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) STRICT LIABILITY OR ANY OTHER THEORY OF LAW WILL NOT EXCEED THE LICENSE FEES ACTUALLY PAID BY YOU FOR THIS PRODUCT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT WHICH GAVE RISE TO SUCH LIABILITY. This limitation will not apply to SIRIUSDECISIONS’ defense and indemnification obligations as stated herein.

IN NO EVENT WILL SIRIUSDECISIONS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ATTRIBUTABLE TO A BREACH OR ALLEGED BREACH OF THIS AGREEMENT, EVEN IF SIRIUSDECISIONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION IS INDEPENDENT OF ANY EXCLUSIVE REMEDIES AVAILABLE TO EITHER PARTY UNDER THIS AGREEMENT, INCLUDING ANY FAILURE OF SUCH REMEDIES TO ACHIEVE THEIR ESSENTIAL PURPOSE. IN NO EVENT WILL SIRIUSDECISIONS BE RESPONSIBLE OR LIABLE FOR (I) ANY CORRUPTION, DAMAGE, LOSS OR MISTRANSMISSION OF DATA, (II) THE SECURITY OF DATA DURING TRANSMISSION VIA PUBLIC TELECOMMUNICATIONS FACILITIES, (III) MACHINES, SOFTWARE, OR OTHER ITEMS OWNED BY YOU OR THAT ARE THE PROPERTY OF A THIRD PARTY, OR (IV) LOST REVENUES OR LOST PROFITS. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

EXPORT CONTROLS. You agree not to import, export, re-export, or transfer, directly or indirectly, any part of the Product or any underlying information or technology to any restricted countries except in full compliance with all United States, foreign and other applicable laws and regulations.

GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut, without regard to its conflict of laws principles. The parties specifically agree that the Uniform Computer Information Transactions Act shall not apply to this Agreement, regardless of whether such act is enacted by the State of Connecticut. Each party hereby irrevocably submits to the jurisdiction and venue of the federal and state courts of the State of Connecticut for the purpose of any legal or equitable action arising under this Agreement.

U.S. GOVERNMENT RESTRICTED RIGHTS. The Software under this Agreement is a "commercial computer program" as that term is described in 48 C.F.R. 252.227-7014(a)(1). If acquired by or on behalf of a civilian agency, the U.S. Government acquires this commercial Software and/or commercial Software documentation subject to the terms of this Agreement as specified in 48 C.F.R. 12.212 (Computer Program) and 12.211 (Technical Data) of the Federal Acquisition Regulations (“FAR”) and its successors. If acquired by or on behalf of any agency within the Department of Defense (“DOD”), the U.S. Government acquires this commercial Software and/or commercial Software documentation subject to the terms of this Agreement as specified in 48 C.F.R. 227.7202 of the DOD FAR Supplement and its successors.

INTERNET. To access the Product, You will need to access the global computer information network (the “Internet”). Use of the Internet is solely at Your own risk and is subject to all applicable local, state, national, and international laws and regulations. SIRIUSDECISIONS is not responsible for the security of information transmitted via the Internet, the accuracy of the information contained on the Internet, or for the consequences of any reliance on such information. You must make Your own determination as to these matters.

MISCELLANEOUS TERMS.Nonperformance of either party, except for the making of payments, shall be excused to the extent that performance is rendered impossible by strike, fire, flood, earthquake, governmental acts or orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the control and not caused by the negligence of the nonperforming party.

The relationship between Client and SIRIUSDECISIONS is and shall be that of independent contractors. It is expressly agreed that nothing in the Agreement shall be construed to create or imply a partnership, joint venture, agency relationship or contract of employment.

SIRIUSDECISIONS shall have the right to issue a press release announcing the relationship contemplated by this Agreement. Each party agrees to act as a reference for the other party in public media during the Term. Any materials to be used shall be subject to the other party’s final approval prior to publication or usage. If any term, condition, or provision in this Agreement is found to be invalid, unlawful or unenforceable to any extent, the parties shall endeavor in good faith to agree to such amendments that shall preserve, as far as possible, the intentions expressed in this Agreement. If the parties fail to agree on such an amendment, such invalid term, condition or provision shall be severed from the remaining terms, conditions and provisions, which shall continue to be valid and enforceable to the fullest extent permitted by law.

All required notices, consents and other communications shall be in writing and shall be delivered personally, by registered or certified mail (return receipt requested), a nationally recognized express courier service, or by facsimile or similar method of communication, to the parties at the addresses set forth in this Order or such other address as may have been furnished by or on behalf of such party by like notice. Communications sent by facsimile shall be deemed effectively delivered upon dispatch. Communications sent by registered or certified mail shall be deemed effectively delivered five (5) calendar days after mailing.

Data Privacy. Client acknowledges that the provision and use of the Products does not require, and Client will not knowingly provide to SiriusDecisions, any Personal Data, except Client name, organization, email address, and country. We use that information to provide a more personalized online experience and to process orders, as well as to keep track of what topics are of interest to our readers. This information will not be shared with any third party. Further details about SiriusDecisions’ processing of Personal Data may be found in SiriusDecisions’ Privacy Statement below. Client agrees to direct its employees and agents who use the Products to the Privacy Statement. For the purposes of this paragraph, “Personal Data” means information relating to an identified or identifiable natural person.

ENTIRE AGREEMENT. This Agreement and the Order form constitute the entire agreement between the parties regarding the subject matter hereof. All prior or contemporaneous agreements, proposals, understandings and communications between the parties regarding the subject matter hereof, whether oral or written, are superseded by and merged into this Agreement. Neither this Agreement nor any exhibit hereto may be modified or amended except by a written instrument executed by both parties. The preprinted terms and conditions of any purchase order or other ordering document issued by Client in connection with this Agreement shall not be binding on SIRIUSDECISIONS and shall not be deemed to modify or supplement this Agreement in any way. Failure, neglect, or delay by a party to enforce the provisions of this Agreement or its rights or remedies at any time shall not be construed and shall not be deemed to be a waiver of such party’s rights under this Agreement and shall not in any way affect the validity of the whole or any part of this Agreement or prejudice such party’s right to take subsequent action. You may not assign or transfer this Agreement or license to a third party without SIRIUSDECISIONS’ prior written consent. The parties have agreed that this Agreement and the documents related thereto be drawn up in the English language. Les parties exigent que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.