IMPORTANT: DO NOT ACCESS PULSE BY NPS PRISM UNTIL YOU HAVE READ AND AGREED TO THIS LICENSE AGREEMENT. THIS IS A LEGAL AGREEMENT BETWEEN YOU, YOUR COMPANY AND NPS PRISM, LLC (“NPS PRISM”).
BY CLICKING THE “I ACCEPT” BUTTON YOU CONFIRM AND AGREE FOR THE BENEFIT OF NPS PRISM, THAT (1) YOU ARE AUTHORIZED TO ENTER INTO, AND ARE ENTERING INTO, THIS LICENSE AGREEMENT FOR AND ON BEHALF OF YOUR COMPANY; (2) THE PULSE BY NPS PRISM IS PROVIDED FOR YOUR INFORMATION ONLY ON A NON-RELIANCE BASIS SUBJECT TO THE TERMS OF THIS LICENSE AGREEMENT; AND (3) YOU HAVE READ, UNDERSTAND AND AGREE THAT YOU AND YOUR COMPANY SHALL BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, CLICK ON THE “I DO NOT ACCEPT” BUTTON AND INSTALLATION WILL TERMINATE.
PULSE BY NPS PRISM LICENSE AGREEMENT (THE “AGREEMENT”)
LICENSE GRANT AND LIMITATIONS ON USE. NPS Prism hereby grants you a non-transferable, non-exclusive, non-sublicensable right and license to use the Pulse by NPS Prism and any information contained therein (collectively, the “NPS Prism Content”) for you and your Company’s internal purposes only, provided that you do not remove any proprietary notices from the NPS Prism Content and always attribute the NPS Prism Content to NPS Prism. You shall not without NPS Prism’s prior written consent: (i) sell, rent, lease, sublicense or otherwise transfer or distribute the NPS Prism Content or any copies of the NPS Prism Content; (ii) modify, translate, reverse engineer, decompile or disassemble the NPS Prism Content; (iii) alter, destroy or otherwise remove any proprietary notices or labels on or embedded within the NPS Prism Content; or (iv) create derivative works based upon the NPS Prism Content, provided that you may incorporate insubstantial portions, extracts, abstracts or summaries of NPS Prism Content (“Insubstantial Data”) into presentations for internal use in the normal course of Company’s business so long as NPS Prism is identified as a source of information.
You are responsible and liable for all uses of the NPS Prism Content resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. To the extent you share NPS Prism Content with other employees of Company, you shall make them aware of this Agreement’s provisions and you shall remain liable for any breach by such employees. Access to Pulse by NPS Prism and NPS Prism Content may not be shared with any third parties without the prior written consent of NPS Prism.
You will not, and will ensure that any employee of the Company granted access does not, enter, input, upload or otherwise provide any NPS Prism Content to any artificial intelligence or machine learning system, model or technology (including to train, fine-tune, test, process, analyze, or generate output).
OWNERSHIP RIGHTS. Except for the limited license rights expressly granted to you under herein, NPS Prism retains all right, title and interest in and to the NPS Prism Content including all intellectual property rights therein. You agree that you do not acquire any rights to the NPS Prism Content and acknowledge that NPS Prism does not assume any duties or obligations to you in connection with your access to the NPS Prism Content. You agree that you will take no action adverse to or inconsistent with NPS Prism’s ownership of the NPS Prism Content, including without limitation seeking to register the NPS Prism Content or the marks included therein in any jurisdiction or opposing or disputing NPS Prism’s rights in the NPS Prism Content in any way.
USE OF NAME AND TRADEMARKS. You shall not use the name, trade names or trademarks of NPS Prism, Bain & Company, Inc. or any of its affiliates, including without limitation those associated with the NPS Prism Content, in any advertising, promotional literature, sales, offering documents, regulatory filings or any other material, whether in written, electronic or other form, distributed to any third party.
TERMINATION. NPS Prism shall have the right to terminate this Agreement for convenience upon written notice to you. Upon termination of this License Agreement the license granted hereunder and all other provisions of this License Agreement shall terminate and you shall immediately cease using the NPS Prism Content.
NO WARRANTIES/DISCLAIMER. THE NPS PRISM CONTENT IS BEING PROVIDED “AS IS.” NPS PRISM MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER REGARDING THE NPS PRISM CONTENT, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, RELIABILITY OR COMPLETENESS, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. NPS PRISM DOES NOT WARRANT THAT THE NPS PRISM CONTENT SHALL BE VIRUS FREE OR THAT THE USE OF THE NPS PRISM CONTENT SHALL BE UNINTERRUPTED OR ERROR-FREE. ANY USE OF THE NPS PRISM CONTENT OR RELIANCE YOU CHOOSE TO PLACE ON THE NPS PRISM CONTENT IS A MATTER OF YOUR OWN JUDGMENT EXCLUSIVELY AND AT YOUR OWN RISK.
RELEASE AND INDEMNIFICATION. IN NO EVENT WILL NPS PRISM BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SUBSCRIPTION, IN EACH CASE REGARDLESS OF WHETHER NPS PRISM WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL NPS PRISM’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO NPS PRISM UNDER THIS AGREEMENT IN THE ONE-YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
You agree to release and waive any claims you might otherwise have against NPS Prism resulting from any use you might elect to make of the NPS Prism Content. You shall be liable and shall indemnify NPS Prism for all losses, damages, costs and expenses (including reasonable attorneys’ fees) arising out of or relating to claims arising out of or relating to your unauthorized use of the NPS Prism Content.
EXPORT AND RESTRICTED RIGHTS. THIS AGREEMENT IS EXPRESSLY MADE SUBJECT TO ALL LAWS, REGULATIONS, ORDERS, OR OTHER RESTRICTIONS ON THE EXPORT FROM THE UNITED STATES OF AMERICA OF THE SOFTWARE OR INFORMATION ABOUT SUCH SOFTWARE WHICH MAY BE IMPOSED FROM TIME TO TIME BY THE GOVERNMENT OF THE UNITED STATES OF AMERICA. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, YOU MAY NOT EXPORT, REEXPORT, DIRECTLY OR INDIRECTLY, ANY SOFTWARE OR INFORMATION PERTAINING THERETO TO ANY COUNTRY FOR WHICH THE UNITED STATES GOVERNMENT, OR ANY AGENCY THEREOF, REQUIRES AN EXPORT LICENSE OR OTHER GOVERNMENTAL APPROVAL AT THE TIME OF EXPORT OR REEXPORT WITHOUT FIRST OBTAINING THE REQUIRED LICENSE OR APPROVAL.
GOVERNING LAW. This Agreement shall be governed by and construed and interpreted in accordance with the laws of The Commonwealth of Massachusetts excluding its conflict of laws principles. Any legal action or other legal proceeding relating to this Agreement or the enforcement of any provision of this Agreement may be brought or otherwise commenced in any state or federal court located in Boston, Massachusetts.
WAIVER AND AMENDMENT. No waiver, amendment or modification of any provision hereof or of any right or remedy hereunder shall be effective unless made in writing and signed by the Party against whom such waiver, amendment or modification is sought to be enforced and this Agreement may only be amended by a writing signed by both Parties. No failure by any Party to exercise, and no delay by any Party in exercising, any right, power or remedy with respect to the obligations secured hereby shall operate as a waiver of any such right, power or remedy.
SEVERABILITY. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, void, or unenforceable, such provision shall be enforced to the maximum extent possible and the remaining provisions of this Agreement shall continue in full force and effect to the maximum extent permissible without being impaired or invalidated in any way.
ASSIGNMENT. You may not assign any of your rights or delegate any of your obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of NPS Prism. This Agreement is binding upon and inures to the benefit of the parties and their respective permitted successors and assigns.
ENTIRE AGREEMENT. This Agreement constitutes the entire understanding and agreement of the Parties hereto with respect to the subject matter hereof and supersedes all prior agreements or understandings, written or oral, between the parties hereto with respect to the subject matter hereof. Your access to and use of Pulse by NPS Prism is governed exclusively by the terms and conditions set forth in this agreement between you and NPS Prism, regardless of any separate agreement you may have with Qualtrics or its affiliates.
RELATIONSHIP AND LIABILITY: You understand and agree that any rights, obligations, and liabilities arising from your use of Pulse by NPS Prism are solely between you and NPS Prism, and not with Qualtrics. You remain fully responsible to NPS Prism for any actions taken through your account.
PRECEDENCE OVER THIRD-PARTY TERMS: To the extent that any terms between you and Qualtrics conflict with this agreement, this agreement shall control with respect to your use of Pulse by NPS Prism and any data provided through it.