Important : READ CAREFULLY. This End User License Agreement (this “Agreement”) is a legal agreement between you (“User,” “You” or “Your”) and Meridian Econometrics, LLC, a Delaware limited liability company (“Company”) with respect to Your use of Company’s proprietary mobile or tablet application, web-based portal, and/or other Company product and/or service selected or accessed by You that provides certain demographic information for a certain geographic location (collectively, the “Platform”). please read this agreement carefully before accessing or using the PLATFORM. This Agreement governs Your use of the Platform and affects Your legal rights and obligations.
To the extent you are accessing the Platform on behalf of Your employer or organization (Your “Organization”) You acknowledge and agree that You have been authorized to use the Platforms by Your Organization and have the authority to bind Your Organization to this Agreement. You may only access the Platforms to the extent expressly authorized by Your Organization. Company shall not be liable, and You agree to indemnify and hold Company and any of its affiliates, subsidiaries, employees, and agents harmless for, all damages, liabilities, penalties, costs and expenses incurred by Company and any of its affiliates, subsidiaries, employees or agents as a result of any violation or failure by You to comply with this Section, including without limitation any failure by You to obtain authorization to use the Platform.
By selecting “I Agree” and accepting this Agreement, You agree to and are bound by the terms, conditions, policies and notices contained in this Agreement, including without limitation conducting this transaction electronically, the Company’s data collection and privacy policies, disclaimers of warranties, damage and remedy exclusions and limitations and a choice of Tennessee law. If You do not agree to be bound by all of the terms contained in this Agreement, do not select “I Agree” and do not access or use the Platform.
Company MAY REVISE AND UPDATE THIS AGREEMENT AT ANY TIME. TO THE EXTENT ANY MODIFICATION TO THIS AGREEMENT MATERIALLY AFFECTS YOUR RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT, THE UPDATED AGREEMENT WILL BE PRESENTED TO YOU UPON YOUR NEXT LOG-IN TO THE PLATFORM AND YOU WILL BE REQUIRED TO ACCEPT THE UPDATED AGREEMENT BEFORE PROCEEDING TO THE PLATFORM.
YOU ACKNOWLEDGE AND CONFIRM THAT (i) YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS, CONDITIONS, POLICIES, PROVISIONS, DISCLOSURES AND DISCLAIMERS CONTAINED HEREIN, (ii) THAT THIS AGREEMENT HAS THE SAME FORCE AND EFFECT AS A SIGNED AGREEMENT, AND (ii) THAT YOU EXPRESSLY AGREE TO BE BOUND BY THE TERMS HEREOF.
1. Access to Platform .
1.1. In consideration of Your agreement to the terms and conditions contained in this Agreement, Company grants to You a limited, personal, revocable, non-exclusive, non-transferable right, in the United States, to access and use the Platform as a representative of the Organization solely for Customer’s internal use in marketing, planning and sales efforts for the Organization’s products and services in the normal course of Organization’s business. You agree to use the Platform in compliance with all applicable federal, state, and local laws, rules, and regulations.
1.2. By maintaining an account to access the Platform, You agree to (i) provide us with accurate and complete information, (ii) promptly update Your account information with any new information that may affect the operation of Your account, and (iii) provide and maintain at Your or Your Organization’s sole cost and expense, all hardware, software, Internet access and other materials necessary to access and use the Platform. The Company reserves all rights with respect to the Platform. Unless applicable law gives You more rights despite this limitation, You may use the Platform only as expressly permitted in this Agreement. In doing so, You must comply with any technical limitations in the Platform that only allow You to use it in certain ways. You may not use false identities or impersonate any other person or use an email address, username or password that You are not authorized to use. Please notify us as soon as possible at email@example.com of any known or suspected unauthorized use(s) of Your account or email address, or any known or suspected breach of security, including but not limited to loss, theft or unauthorized disclosure of Your password. You are responsible for all usage or activity on Your Platform account and/or under Your email address. You agree not to provide access to the Platform to any third party, in whole or in part, except as expressly allowed by an authorized representative of the Company. You agree not to share your username or password with any other person.
1.3. You acknowledge and agree that Company offers certain third party data, content, information and services (“Third Party Content”) in connection with the Platform and that such Third Party Content may be incorporated into the Platform. To the extent You receive access to and the benefit of such Third Party Content, You agree to abide by the additional terms and conditions related to the Third Party Content which shall be provided to You. In no event shall Company be liable for any delays, inaccuracies, errors or omissions in any Third Party Content or for damages arising therefrom.
2. Ideas and Data . You acknowledge and agree that You may be providing certain feedback, statements, suggestions and ideas (“Ideas”) to Company, directly or through a third party, in connection with Your use of the Platform, which Company may use in future modifications to the Platform, multimedia works and/or advertising and promotional materials relating thereto. In addition, You acknowledge and agree that Company will have access to certain analytic and demographic data with respect to Your use of the Platform, including without limitation any aggregate, de-identified data concerning Your activities using the Platform, or any other data obtained by Company from Your use of the Platform in de-identified form (collectively “Data”). Company shall solely and exclusively own all rights, title and interests in and to all Data. You hereby assign to Company any and all right, title, and interest in any Ideas and Data, including but not limited to any copyright, patent right, moral right, and all other intellectual property rights. You acknowledge and agree that submission of Ideas and Data to Company, either orally or in writing, will not in any way establish a confidential relationship with Company, nor will it place Company in the position of receiving a disclosure in trust. Company will not be obligated and makes no commitment to treat or maintain Ideas which You submit as confidential. In addition, You do not expect any type of payment or remuneration from Company for Ideas or Data. You agree that all documents and materials submitted to Company will become the property of Company, unless Company agrees otherwise in writing. No obligation is assumed or may be implied on the part of Company by receipt or examination of the Idea or Data submission to use the Ideas and Data, compensate You or otherwise enter into another agreement with You.
3. Proprietary Rights; Restrictions . The Platform and any intellectual property, information, data or other materials furnished or provided to You by the Company (“Company IP”) in connection with this Agreement are the sole and exclusive property of the Company, and are available to You solely for purposes of Your use of and access to the Platform in accordance with the terms of this Agreement. All rights, title and interests in and to the Platform and all copyrights, trade secret rights, patents, trademarks and any other intellectual property or proprietary rights in and to the Platform shall at all times remain the exclusive property of Company and/or its licensors. Except for the limited rights granted herein, nothing in this Agreement shall transfer to You any right, title, or interest in or to any Company IP. Without limiting the generality of the foregoing, You agree that You shall not (i) modify, alter, adapt, translate, copy or create derivative works or any functionally similar service or software based on the Platform or other Company IP, or attempt to merge the Platform or other Company IP into any other program, software, or application; (ii) reverse engineer, decompile, disassemble, or otherwise attempt to obtain or perceive the source code of the Platform or other Company IP (or any component thereof); (iii) build a publically available, competitive product service using all or any portion of the Company IP; (iv) copy any ideas, features, functions or graphics of the Company IP; (v) remove, change or obscure any identification marks or notices of proprietary rights and restrictions on the Company IP or any elements of the Company IP; (vi) rent, lease, sublicense, distribute, lend or use the Platform or other Company IP for commercial purposes, including without limitation as a service bureau; or (vii) use the Platforms or other Company IP for any unlawful purpose or in violation of any applicable law, rules or regulations. Without limiting anything herein, You acknowledge and agree that any breach by You of this Section 3 would cause irreparable damage and harm to Company for which money damages would be insufficient. Accordingly, in the event of a breach or threatened breach of this Section 3, Company shall be entitled to injunctive relief from a court of competent jurisdiction, without the posting of bond or other surety in addition to any other rights Company may have at law or in equity.
4. Confidential Information . You acknowledge and agree that the Platform, including without limitation all formats, processes, methodologies, applications, interfaces and tools therein are the confidential information (“Confidential Information”) of and proprietary to Company, and agree not to disclose such Confidential Information to anyone other than Your employees who have a need to know such information and who are bound by confidentiality obligations at least as restrictive as those herein. In addition, You agree that You will not, without the prior written consent of Company, use the Confidential Information for any purpose other than to fulfill its obligations under this Agreement. You shall protect the Confidential Information at least to the same extent You protect Your own similar information, but in no event using less than reasonable care.
5. Certain Third-Party Content . Some content, information and materials made available through the Platform are supplied by persons or entities that are not affiliated with any Company entity (“Third-Party Content”). The Third-Party Content is protected by copyright pursuant to United States laws and international treaties, is owned or licensed by the Third-Party Content provider(s) and are licensed and provided to You subject to the terms of this Agreement. In no event shall the Company be liable for any delays, inaccuracies, errors or omissions in any such Third-Party Content, or for any damages arising therefrom. All rights not expressly granted herein to such Third-Party Content are reserved to the owner of such Third-Party Content.
6.1. Subscription Fees. In consideration of providing You with access to the Platform with Unlimited Access, You agree to pay to Company the Subscription Fees set forth in Exhibit A.
6.3. Taxes. You are responsible for the payment of all taxes associated with Your use of the Platforms (other than taxes based on Company’s net income), including, but not limited to, any applicable sales or use tax, import taxes, taxes on telecommunication services, information services, data processing services or similar governmental charges that may be assessed by any jurisdiction, whether based on gross revenue or delivery of products or services.
7. Term and Termination . The term of this Agreement and the license granted hereunder will commence on the date You indicate Your acceptance of this Agreement and will continue until You either stop using the Platform or Your rights to use the Platform are terminated by Company as described below. Company may immediately terminate this Agreement and Your right to use the Platform upon written notice to You. This Agreement may also be terminated if the agreement between the Organization and Company terminates for any reason, or if Your Organization goes bankrupt or liquidation, suffers or makes any winding up petition, makes an arrangement with creditors, has an administrator, administrative receiver or other receiver appointed, or if Your Organization suffers or files any similar action in consequence of debt. In the event this Agreement is terminated, the preamble and Sections 2-10, 11.1, and 12 shall survive.
8. Exclusion of Other Warranties . No employee, agent, representative or affiliate of Company has authority to bind Company to any oral representations or warranty concerning the Platform. Any written representation or warranty not expressly contained in this Agreement will not be enforceable.
9. Disclaimers . COMPANY IS LICENSING THE PLATFORM TO YOU “AS IS.” THE CONTENT ON AND IN THE PLATFORM IS NOT IN ANY WAY TO BE A SUBSTITUTE FOR YOUR BUSINESS JUDGMENT AND DOES NOT CONSTITUTE PROFESSIONAL ADVICE. COMPANY AND ITS REPRESENTATIVES MAKE NO WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY REGARDING OR RELATING TO THE Platform OR ANY UPDATES OR UPGRADES THERETO, OR ANY MATERIALS OR PLATFORMS FURNISHED OR PROVIDED TO YOU UNDER THIS Agreement. Company AND ITS REPRESENTATIVES EXPRESSLY AND SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, RESULTS, WORKMANLIKE EFFORT, COURSE OF DEALING AND TITLE, AND NONINFRINGEMENT WITH RESPECT TO THE Platform AND ALL OTHER MATERIALS AND INFORMATION PROVIDED TO YOU IN CONNECTION THEREWITH, AND WITH RESPECT TO THE USE OF ANY OF THE FOREGOING. COMPANY AND ITS REPRESENTATIVES MAKE NO WARRANTY, AND EXPRESSLY DISCLAIM ANY OBLIGATION, THAT: (i) THE PLATFORM OR ANY THIRD PARTY CONTENT CONTAINED THEREIN WILL MEET YOUR REQUIREMENTS OR WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OR VIRUS-FREE BASIS; (ii) THE CONTENT, FORMS AND INFORMATION PROVIDED ON OR THROUGH THE PLATFORM WILL BE UP-TO-DATE, COMPLETE, COMPREHENSIVE, OR ACCURATE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM WILL BE ACCURATE OR RELIABLE; (iv) THE QUALITY OF THE PLATFORM OR OTHER INFORMATION OR MATERIALS OBTAINED BY YOU THROUGH THE PLATFORM WILL MEET YOUR EXPECTATIONS; OR (v) DEFECTS, IF ANY, WILL BE CORRECTED.
YOU ACKNOWLEDGE AND AGREE THAT YOU BEAR THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE PLATFORM AND THE USE AND TRANSMISSION OF ALL DATA YOU UPLOAD OR SUBMIT TO OR THROUGH THE PLATFORM, INCLUDING WITHOUT LIMITATION, PROTECTED HEALTH INFORMATION.
10. Limitation of Liability .
TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY AND ITS REPRESENTATIVES SHALL NOT BE LIABLE, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY OF THE FOLLOWING, HOWEVER CAUSED AND WHETHER ARISING UNDER CONTRACT OR TORT, INCLUDING NEGLIGENCE OR OTHERWISE: (i) ANY LOSS OF BUSINESS; (ii) LOSS OF REPUTATION; (iii) LOSS OF PROFITS OR GOODWILL; (iv) LOSS OF USE; (v) LOSS OR DAMAGE TO OR CORRUPTION OF DATA; (vi) THE UNAUTHORIZED DISCLOSURE OF SENSITIVE, VALUABLE, PERSONALLY IDENTIFIABLE, OR CONFIDENTIAL INFORMATION; (vii) LOSS ATTRIBUTABLE TO YOUR FAILURE TO MAKE AND RETAIN REASONABLE BACK-UPS OF YOUR DATA; (viii) INTERRUPTION OF BUSINESS; (ix) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING FROM THE PLATFORM; or (x) ANY COSTS OF PROCURING SUBSTITUTE GOODS, PLATFORMS, TECHNOLOGY OR RIGHTS.
NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED HEREIN AND ALL DIRECT OR GENERAL DAMAGES IN CONTRACT OR ANYTHING ELSE), THE ENTIRE LIABILITY OF COMPANY AND ITS REPRESENTATIVES UNDER ANY PROVISION OF THIS AGREEMENT AND YOUR EXCLUSIVE REMEDY HEREUNDER SHALL BE LIMITED TO ONE HUNDRED DOLLARS ($100.00).
You acknowledge and confirm that the commercial and economic terms upon which COMPANY agrees to PROVIDE the PLATFORM TO YOU have been conditioned to a substantial extent by the ability of COMPANY to make and enjoy the full protection of the disclaimerS and limitationS of liability set forth in this Agreement and you agree, represent and confirm that the contents of such sections are fair and reasonable.
Some jurisdictions do not allow the exclusion or limitation of liability for incidental or consequential damages, so the above limitation may not apply to you. If any exclusion, disclaimer or other provision contained in this Agreement is held to be invalid for any reason by a court of competent jurisdiction and COMPANY becomes liable thereby for loss or damage that could otherwise be limited, such liability whether in contract, tort or otherwise, will not exceed THE AMOUNT PAID BY YOU FOR THE PLATFORM OR ONE HUNDRED DOLLARS ($100.00 usd), WHICHEVER IS LESS.
11. Indemnity . You agree to indemnify and hold the Company, its affiliates, officers, employees and agents harmless from and against any and all claims, costs, demands, liabilities, suits, or actions (including all reasonable expenses and attorneys’ fees) for any loss, damage (including incidental, punitive, exemplary, consequential, and special), injury, or other casualty of any kind whatsoever arising out of or resulting from: (i) Your use of the Platform, (ii) Your use of information or results obtained through use of the Platform, (iii) any violation of this Agreement, and/or (iv) any content, data or information uploaded by You to or through the Platform.
12.1. To the extent that You provide or transmit any information, including but not limited to personally identifiable information, to the Company or its third-party service or data providers, licensors or distributors (“Representatives”), You represent, warrant and covenant that (i) You are providing or obtaining only Your own information or the information of others which You are authorized to provide to third parties and/or obtain from third parties on their behalf; and (ii) the use of such information by Company and its Representatives will not infringe upon or misappropriate the intellectual property rights or otherwise violate the rights of any third parties, or violate any applicable law, rule or regulation. You acknowledge and agree that the Platform may contain errors, and You are responsible for establishing backup, log, batch, review, and other procedures and controls appropriate to maintain the integrity and continuity of Your operations. As a condition of use of the Platform, You agree that in the event of an error in the Platform, a designated Company representative shall be permitted to access Your personal information as reasonably necessary to correct such error.
12.2. Security of information communicated by or to us over the Internet is of utmost concern to us; however, no data transmission over the Internet can be guaranteed to be 100% secure. The Platform incorporates reasonable safeguards to protect the security, integrity and privacy of the personal information that Company has collected. Company has put in place reasonable precautions to protect information from loss, misuse and alteration, including Secure Socket Layer (SSL) technology and encryption. Please do not use email to communicate information to us that You consider confidential. While Company strives to protect Your personal information, the Company cannot ensure or warrant the security of any information You transmit to us or through the Platform.
The personal information and data collected by the Platform are used in a variety of ways:
1. To obtain access to the Portal, Company may request that You provide certain personal information and create a login name and password. Company will use this information to maintain Your account and contact You regarding the Portal.
2. To understand our Users’ (demographic, location, condition/disease state, symptom information, patterns of utilization, etc.)
3. To send surveys, materials, etc., from the Company to Users as well as from some of our third-party partners.
4. The Company reserves the right to share and analyze the aggregate, anonymous clickstream data collected by the Platform along with information that aligns with these data for purposes of analytics and market research. For example, we may share information to an organization regarding the number of Users registered within a particular geographical area. The Company will not disclose User identity or any identifiable information to any third-party organization.
5. The Company may disclose information if required to do so by law or if the Company in good faith believes that such action is necessary to (a) comply with the law or with legal process; (b) protect and defend the Company’s rights and property; (c) protect against misuse or unauthorized use of the Platform; or (d) protect the personal safety or property of other Users or the public. Please note that the Company may not provide you with notice prior to disclosure in such cases.
6. As we continue to develop the Platform, we may merge or partner with other companies or businesses, and in so doing, acquire User information. In such transactions, User information may be among the transferred assets. Similarly, in the event that a portion or substantially all of the Company’s assets are sold or transferred to a third party, customer User (including PII) would likely be one of the transferred business assets.
The Company reserves the right to regulate, review, monitor, and remove content from the Platform at their sole discretion, for any reason or no reason, and to delete or edit any posting that is objectionable, offensive, illegal, or in violation of this Section 12 with or without notice. Users are solely responsible and liable for postings on the Platform. Any violation can result in termination of your Platform membership and possible further legal action.
12.4 Some browsers have a “do not track” feature that lets you indicate that you do not wish to have your online activities tracked. These features are not yet uniform, so we do not currently respond to such features or signals. Therefore, if you select or turn on a “do not track” feature in your web browser or block or delete tracking cookies, we and our third-party providers may continue collecting information about your online activities as described in this Policy.
12.5 Protecting the privacy of children is very important to us. The Children’s Online Privacy and Protection Act of 1998 (“COPPA”) defines a “Child” as anyone under the age of 13. We strictly adhere to COPPA. For that reason, we do not collect or maintain information obtained through the Platform from those we actually know are under 13, and no part of the Platform is structured to attract anyone under 13.
13.1. Failure by Company to enforce any particular term of this Agreement shall not be construed as a waiver of any of its rights under it. If any part of this Agreement is held by a court of competent jurisdiction to be unenforceable for any reason whatsoever, then You and Company agree that the validity of the remainder of the terms will not be affected.
13.2. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Tennessee, without giving effect to the principles of conflict of laws. Any action under this Agreement or any provision hereof shall be commenced solely and exclusively in the state or federal courts of [Nashville, Tennessee. YOU HEREBY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM. You agree that You will not contest venue, and You waive any rights that You may have to initiate, transfer, or change the venue of any litigation arising from or related to this Agreement. Notwithstanding the foregoing, the Company shall be entitled to an injunction and other equitable relief, without bond and without the necessity of showing actual monetary damages, to prevent a breach or contemplated breach by You with respect to the provisions of this Agreement.
13.3. This Agreement, and any Exhibits, addendum or amendment to either of the foregoing, constitute the entire understanding and agreement between the parties with respect to the subject matter addressed herein and supersedes any and all prior or contemporaneous oral or written communications with respect to the subject matter hereof, all of which are merged herein. You may not assign or transfer Your rights and obligations under this Agreement without the prior written consent of an authorized representative of the Company. No variation, amendment of or addition to this Agreement shall be effective without Company’s prior written consent.
Last updated: April 11, 2016