By creating a KAGR Portal account, you (“User” or “you”) agree to all terms in this KAGR Portal User Agreement (this “Agreement”) on behalf of yourself and your company or organization (“Customer”). Do not create a KAGR Portal account unless you have authority to accept these terms on behalf of yourself and Customer.
KAGR LLC (“KAGR”) has developed an on-demand, web-based data analytics and warehousing system (the “Platform”) made available to customers on a subscription basis. In connection with the Platform, KAGR has developed a user portal (collectively with the Platform, the “Software”) that facilitates the Platform and communication between KAGR and its customers concerning the Platform and related services. KAGR provides to its customers access to the Software through the internet by way of the website https://Portal.KAGR.com/ hosted by or on behalf of KAGR (the “Site”). This Agreement states the terms and conditions under which User may access and use the Software (the “Services”).
- License.
- License Grant. Subject to the terms of this Agreement, KAGR hereby grants User a nontransferable, non-exclusive license to access and use the Services during the Term solely for Customer’s internal business purposes and consistent with User’s role within Customer’s organization.
- Authorized Users. Users of the Services must first be authorized by Customer. KAGR will assign to each User a unique user identification and password for access to and use of the Services (“User ID”), whereupon such person will be an “Authorized User.” You are responsible for ensuring the security and confidentiality of your User ID and password. You shall promptly notify KAGR by email if your User ID and/or password has been compromised or otherwise lost. No person under the age of 18 is permitted to be an Authorized User.
- IP Generally. KAGR retains all rights, title, and interest in the Software, the Site, the Services and all KAGR confidential information, and User shall not take any action inconsistent with such title and ownership. Without limiting the foregoing, User shall not remove, alter, or obscure any copyright, patent, trade secret, proprietary rights, or other legal notices appearing in or on the Software or the Site or any report generated by the Services, and shall reproduce all such notices on any copies of such items made by or for Customer. Notwithstanding anything in this Agreement to the contrary, User acknowledges that KAGR shall be free to use (including, without limitation, disclose, display, reproduce, modify, publish, market, advertise, distribute, perform, import, and export) in its products or services, without obligation, liability, or compensation of any kind, any feedback or suggestions made by User regarding KAGR’s products or services or how to improve or alter such products or services.
- Government Use. If the Site or any Software or Services or documentation is accessed or acquired by or on behalf of a unit or agency of the U.S. Government, such Site, Software, Services or documentation is “commercial computer software” or “commercial computer software documentation”. Absent a written agreement to the contrary, the U.S. Government’s rights with respect to such Site, Software, Service or documentation are: (a) if for civilian agency use, Restricted Rights, as defined in and subject to 48 CFR 52.227-19; and (b) if for Department of Defense use, limited by the terms of this Agreement pursuant to DFARS 227.7202. Manufacturer is KAGR LLC, 200 Patriot Place, Suite 200, Foxborough MA, 02035.
- Term. The term of this Agreement commences upon the date that User first creates a KAGR Portal account, thereby agreeing to this Agreement, and terminates upon the earliest of: (a) termination or expiration of Customer’s subscription to the Platform; (b) User no longer being employed by Customer, or User changing job status or function with Customer such that User no longer requires use of the Services; or (c) notice of termination from KAGR. Upon termination, User agrees not to access the Site or use the Services for any reason.
- Use of Services.
- Generally. User shall not (i) decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques or algorithms of the Software by any means, or disclose any of the foregoing; (ii) provide, rent, lease, lend, or use the Software for timesharing, subscription, or service bureau purposes; (iii) sublicense, transfer or assign the Software or any of the rights or licenses granted under this Agreement; (iv) use the Software for storage, possession, or transmission of any information, the possession, creation or transmission of which violates any state, local, federal, or international law; (v) transmit data using the Software that infringes upon or misappropriates the intellectual property or privacy rights of any third party; (vi) disclose any KAGR confidential information (which includes but is not limited to pricing and other Platform terms, software license keys or passwords, know-how, audit and security reports, product design and development plans, data center designs, technical data, source code and source code documentation, operations manuals, implementation guides, business operations and plans, sales information, quantity and kind of licenses sold, prices and methods of pricing, marketing techniques and plans, unannounced products, product and process information and any other information of KAGR which is designated as “confidential” or would reasonably be understood to be confidential or proprietary); (vii) perform any load testing of the Software or attempt to probe, scan or test the vulnerability of the Software without proper authorization; or (viii) log into a server or account that User is not authorized to access.
- User Guide. KAGR’s Platform User Guide is available at www.kagr.com/legal-kagr-platform-user-guide/ (the “User Guide”). The User Guide helps Customers and Authorized Users navigate and use the Site and Platform. User shall access the Site and use the Software strictly in accordance with the User Guide, as such User Guide may be updated from time to time in KAGR’s reasonable discretion.
- Suspension and Termination of Services. Without limiting KAGR’s rights to terminate this Agreement pursuant to Section 2, KAGR expressly reserves the right to suspend or terminate access to the Site, the Software and the Services in the event that any Harmful Activity (as defined below) is detected as arising or emanating from User’s use or access hereunder. User agrees to cooperate with KAGR’s investigation of any Harmful Activity. “Harmful Activity” includes but is not limited to:
- denial of service attack;
- transmission of any virus, Trojan horse, worm, spy-ware, built-in or use-driven mechanism, injurious or damaging algorithm, time bomb or other software that can disable or adversely affect the use of Site, Software or Service, or harm any of KAGR’s data, systems, network or other software;
- use of Services in a way that harms KAGR;
- use of Services as a destination linked from any unsolicited bulk messages or unsolicited commercial messages (“spam”);
- use of any unauthorized means to modify or reroute, or attempt to modify or reroute, any Services;
- causing damage to, disabling, overburdening, or impairing the Services (or the network(s) connected to the Services) or interfering with anyone’s use and enjoyment of the Services;
- reselling or redistributing any Services;
- use of any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of any Services, or in any way reproduce or circumvent the navigational structure or presentation of any Services, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Services;
- attempting to gain unauthorized access to any portion or feature of any Services, or any other systems or networks connected to any Services or to any KAGR server, by hacking, password “mining” or any other illegitimate means;
- probing, scanning or testing the vulnerability of any Services or any network connected to any Services, or breaching the security or authentication measures on any Services or any network connected to any Services;
- tracing (including any reverse look-up), any information on any other user of any Services, or any other customer of KAGR, including any Authorized User account not associated with Customer, to its source, or exploiting any Services made available or offered by or through KAGR, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than User’s or Customer’s own information; or
- use of any Services for any purpose that is unlawful or prohibited by this Agreement, or to solicit the performance of any illegal activity or other activity that infringes the rights of KAGR or others.
- Links. KAGR is not responsible for any website (including the content at such sites and any links from that site to the Site or for any transaction User or Customer undertakes at such site) that hyperlinks to the Site or to which the site hyperlinks.
- WARRANTY DISCLAIMER. THE SITE, SOFTWARE, AND SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS. KAGR MAKES NO EXPRESS OR IMPLIED WARRANTY WITH RESPECT TO THE PLATFORM OR ANY OF THE SERVICES PROVIDED HEREUNDER EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT. THE SITE AND SOFTWARE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. KAGR IS NOT RESPONSIBLE FOR DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS NOT WITHIN ITS REASONABLE CONTROL.
- LIMITATION OF LIABILITY. NEITHER PARTY WILL BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE OR ANY SERVICES PROVIDED HEREUNDER, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, INCOME, PROFIT OR SAVINGS; LOST OR CORRUPTED DATA, PROGRAMS OR SOFTWARE; LOSS OF USE OF A SYSTEM OR NETWORK; LOSS OF BUSINESS OPPORTUNITY; BUSINESS INTERRUPTION OR DOWNTIME.
- Miscellaneous.
- Relationship of Parties. For the purposes of this Agreement, each party hereto shall be, and shall be deemed to be, an independent contractor and not an agent, partner, joint venturer, representative or employee of any other party.
- Waiver. The waiver by any party of a breach of any provision of this Agreement shall not operate or be construed as a continuing waiver or a waiver of any subsequent breach. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar).
- Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of applicable law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect.
- Governing Law; Dispute Resolution. This Agreement and any claim, dispute or controversy between User and KAGR arising from or relating to this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York without regard to its conflicts of law rules. Any dispute, claim or controversy arising out of or relating to this Agreement shall be exclusively referred to and finally determined by arbitration under the Commercial Arbitration Rules of the American Arbitration Association. The tribunal shall consist of one arbitrator, unless the claim amount exceeds $1,000,000.00, in which case the tribunal shall consist of three arbitrators. The place of arbitration shall be New York, NY.