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Terms and Conditions for Narratives for Qlik®

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Terms and Conditions for Narratives for Qlik®

 

These Terms and Conditions for Narratives for Qlik® (the "Agreement") is made by and between the person or entity clicking on the "I Agree" button below ("Customer") and Narrative Science Inc. ("Narrative Science") and governs the use of the Narratives for Qlik® Service (the "Service") and access to Narrative Science's API in connection therewith. By clicking on the "I Agree" button below, Customer acknowledges and agrees to be bound by the terms of this Agreement and further represents and warrants that it has reviewed and agrees to the Narrative Science Privacy Policy (located at https://www.narrativescience.com/privacy-policy). This Agreement pertains solely to the Narratives for Qlik® Service and to the extent that Customer may execute or may have previously executed an agreement with Narrative Science for other services, this Agreement shall not supersede or modify any such other Agreement.

Terms

  • Description of Services.Upon Customer's completion of the registration process, and in connection with the Services to be provided, Customer shall be granted access to download the Narratives for Qlik® extension and access to the Service's API. Narrative Science will create and make available to Customer certain content relating to Customer's analytics data ("NS Narratives"). Such NS Narratives shall be based on data specifically pertaining to Customer ("Customer Data") and provided to Narrative Science by Customer or from Qlik Technologies Inc. and/or its subsidiaries and affiliates. Customer acknowledges and agrees that Narrative Science is not responsible for the accuracy or completeness of the Customer Data utilized by Narrative Science in creating the NS Narratives and Narrative Science shall not be liable for any errors or omissions in such Customer Data or NS Narratives. Narrative Science may, at its sole discretion and without any liability or obligation to Customer, terminate this Agreement and/or the provision of the Services hereunder, in whole or in part, at any time and without notice. Narrative Science provides access to the Service and the NS Narratives to Customer solely for its own internal use. Customer shall not (i) provide access to the Service to any third party or (ii) use the Service on a service bureau, time sharing or any similar basis, or for the benefit of any third party. (b) Customer shall not (i) alter, enhance or make derivative works of the Service,(ii) reverse engineer, reverse assemble or decompile the Service or any software components of the Service; (iii) use the Service for purposes of benchmarking, collecting and publishing data or analysis relating to the performance of the Service; (iv) use the Service for purposes of developing a product that is competitive with any Narrative Science product or service including the Service; (v) use, or allow the use of, the Service in contravention of any federal, state, local, foreign or other applicable law, or rules or regulations of regulatory or administrative organizations; or (vi) access or use the Service by means of any automated program, expert system, electronic agent or "bot," nor give any third party access to your accounts, except as specifically authorized by Narrative Science. Customer acknowledges and agrees that Narrative Science will use an independent third party API technology provider in connection with Customer's use of the Service and the Narrative Science is not liable for any act or omission of such third party provider or for any matters arising in connection with Narrative Science's or Customer's use of such third party's technology.

If Customer chooses to provide Narrative Science with ideas or suggestions regarding any Narrative Science products or services, Customer agrees that Narrative Science is free to use any such ideas and suggestions for any purpose, including, without limitation, developing, improving and marketing products and services, without any liability or payment of any kind to Customer.

Any terms or provisions of this Agreement, including those affecting warranties, indemnities, limitation of liability, etc., which by their nature extend beyond the expiration or termination of this Agreement shall remain in effect and survive the termination or expiration hereof.

  1. Indemnification; Limitation of Liability
    (a)Customer agrees to indemnify, defend and hold harmless Narrative Science (and its respective officers, directors, employees, shareholders and agents) from and against any and all, actual or threatened, third party claims, liabilities, losses, damages, injuries or expenses (including reasonable attorney's fees) directly or indirectly arising from or relating to (i) any breach of this Agreement by Customer or (ii) Customer's violation of any applicable law or regulation (including but not limited to any violation of any personas or entity intellectual property or privacy rights).

(b) Narrative Science shall not be liable to Customer for any special, consequential, incidental, punitive or indirect damages, losses, costs or expenses of any kind or any lost or imputed profits arising out of the use of the Service, this Agreement, or the termination thereof, however caused, and whether based in contract, tort (including negligence), product liability or any other theory of liability regardless of whether Narrative Science has been advised of the possibility of such damages, losses, costs or expenses. Customer waives any claims that these exclusions deprive it of an adequate remedy. Narrative Science's liability to Customer for any claims arising under this Agreement or in connection with the use of the Service shall not exceed $1,000.00.

  1. Confidentiality.Unless the parties have previously entered into an agreement addressing the confidentiality obligation of the parties, the following shall apply. In connection with entering into and performing under this Agreement, each party may receive or have access to commercially valuable technical and nontechnical confidential or proprietary information of the other party, including information in whatever form, relating to the business of such party that is not generally known or available to others, including but not limited to, source code and documentation for software, trade secrets, know how, customer lists, pricing strategies, payment terms, this Agreement, marketing and business plans, information concerning such party's vendors, and such party's contemplated plans, strategies and prospects (Confidential Information). In addition to the foregoing, each party recognizes that the other party may have received and in the future may receive confidential or proprietary information of a third party ("Third Party Confidential Information"). Any Third Party Confidential Information disclosed by one party to the other party shall be deemed to be the disclosing party's Confidential Information. Except as expressly and unambiguously allowed herein, the receiving party will hold in confidence and not disclose any Confidential Information of the disclosing party and will similarly bind its employees and agents. Each party acknowledges and agrees that any Confidential Information received or obtained from the other party will be the sole and exclusive property of the other party and may not be used, disseminated or disclosed except as may be necessary to perform the obligations required under this Agreement or as may be required by law. If disclosure is required by law, then, to the extent permitted by law, the party required to disclose Confidential Information will provide notice to and shall reasonably cooperate with the other party (at the other party's request and expense) so that the other party may preserve the confidentiality of the Confidential Information to the extent reasonably possible. Notwithstanding the foregoing, Confidential Information shall not include, and neither party will be liable for disclosure of, any information received by the receiving party under this Agreement if the information:(a) is or becomes generally available to or known to the public through no wrongful act of the receiving party; (b) was previously known by the receiving party through no wrongful act of receiving party; (c) was independently developed by the receiving party without reference to the Confidential Information; or (d) was lawfully disclosed to the receiving party by a third party under no obligation of confidentiality to the other party. Notwithstanding anything provision in this Agreement to the contrary, Narrative Science may monitor Customer's use of the Services and may use Customer Data in an aggregate and anonymous manner, compile statistical and performance information related to the provision and operation of the Services, and may make such information publicly available.
  2. Intellectual Property.Narrative Science owns and shall retain all right, title and interest in and to the processes and technology utilized in the creation of the NS Narratives and all intellectual property, as well as any and all derivatives, changes and improvements thereto (including, without limitation, all copyrights, trademarks, patents and know-how), associated therewith (the NS IP). Narrative Science shall also own the NS Narratives created during the Term hereof. Customer shall not (i) copy, rent, lease or reverse-engineer the Service, (ii) represent that it possesses any proprietary interest in the Service or (iii) directly or indirectly, take any action to contest Narrative Science’s intellectual property rights in the processes and technology utilized in Service or infringe upon such rights in any way. For purposes of clarification, no aspect or component of the NS IP shall be deemed to be included within the Service or the NS Narratives delivered hereunder.
  3. Ownership.Customer shall own all right, title and interest in and to the Customer Data provided to Narrative Science hereunder. Narrative Science will not use any Customer Data or other information provided to it by Customer for any purpose other than for meeting its obligations under this Agreement.
  4. General Provisions

(a) Representations and Warranties; Disclaimer of Warranties. Each party represents and warrants to the other party that such party has all necessary right, power and authority to enter into this Agreement. Customer represents and warrants that (i) all data that it provides or otherwise makes available to Narrative Science shall be provided in accordance with all applicable laws and regulations, (ii) that it is authorized to provide such data for the use intended hereunder and (iii) no personally identifiable information shall be provided to Narrative Science. Except as specifically provided for above, Narrative Science expressly disclaims any and all warranties of any kind, whether express or implied, including, but not limited to, any implied warranties, including but not limited to, warranties of merchantability, fitness for a particular purpose, title and non- infringement. Narrative Science makes no warranty that the Service will be uninterrupted, timely, or virus free. Customer expressly agrees and acknowledges that the Service is free and provided on an as-is basis.

(b) Jurisdiction and Governing Law; Attorney's Fees. Each party consents to the exclusive personal jurisdiction of the state and federal courts located in Cook County, Illinois and agrees that any claim against the other arising from or in connection with this Agreement shall be brought in such courts. The rights and obligations of the parties under this Agreement shall be governed by and construed under the laws of the State of Illinois without reference to conflict of laws principles. In any legal proceeding relating to a dispute arising out of or relating to this Agreement, the prevailing party shall be entitled to an award of legal fees and costs.

(c) Force Majeure. Neither party shall be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, riots, acts of government, shortage of materials or supplies, or any other cause beyond the reasonable control of such party; provided, that the party whose performance is affected by any such event gives the other party written notice thereof within three (3) business days of such event or occurrence.

(d) Relationship. The relationship of Customer and Narrative Science established by this Agreement is that of independent contractors, and neither party is an employee, agent, partner or joint venture of the other.

(e) Notice. Any notice, communication or statement relating to this Agreement from Narrative Science to Customer shall be sent to the email address provided by Customer during registration for the Service. Any notice, communication or statement relating to this Agreement from Customer to Narrative Science shall be in writing and deemed effective: (i) upon delivery when delivered in person; or (ii) upon delivery when delivered by registered or certified mail, postage prepaid, return receipt requested or by nationally-recognized overnight courier service and shall be sent to the following:

Narrative Science Inc.
303 East Wacker Drive
Suite 1500
Chicago, IL 60601
Phone: (312) 477-0590
Attn: CEO

(f) Successors and Assigns. Customer may not, directly or indirectly, in whole or in part, by operation of law or otherwise, assign or transfer this Agreement or delegate any of its obligations under this Agreement without Narrative Science's written consent. Any attempted assignment, transfer or delegation without such prior written consent will be void and unenforceable. In the event that this Agreement is validly assigned, then this Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and assigns.

(g) Waivers. The failure of either party to insist upon or enforce strict performance by the other or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such party's right to assert or rely upon any such provision or right in that or any other instance, and the same shall be and remain in full force and effect.

(h) Equitable Relief. Licensee acknowledges that Narrative Science may be irreparably harmed by a breach of the terms of this License Agreement and that damages, alone, may not be an adequate remedy. Customer agrees that, in addition to any other rights or remedies permitted under applicable law, Narrative Science will have the right to enforce this License Agreement by injunctive or other equitable relief without the need to prove actual damages or post a bond.

(i) Modification of Terms. Narrative Science reserves the right to modify this Agreement, effective upon Narrative Science's notification to Customer of such modification. Customer is responsible for regularly reviewing this Agreement. Continued use of the Service after any such modification to the terms of the Agreement shall constitute Customer consent to such changes.

(j) Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter hereof, and merges all prior discussions and writings between them with respect to the contents of this Agreement. If any provision (or part thereof) of this Agreement is determined by a court of competent jurisdiction as part of a final non- appealable ruling, government action or binding arbitration, to be invalid, illegal, or otherwise unenforceable, such provision shall be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement shall remain in full force and effect and bind the parties according to its terms.

 

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