Advise – Terms and Conditions
Overview
In subscribing to the Advise platform and its services, you have accepted the purchase order as presented to you by RecommenderX or our designated affiliates. By your subscription, acceptance of the purchase order, and /or any use of RecommenderX products or services, you or the entity that you represent (“Customer”), are unconditionally consenting to be bound by these Terms and Conditions and the applicable purchase order (“The Agreement”).
This Agreement is effective as of the date of Subscription.
REPRESENTATIONS
You represent and warrant that you have the necessary power and authority to enter into this Agreement on the behalf of yourself and/or the entity you represent. You further agree to perform the obligations hereunder.
PLATFORM LICENSE
Subject to the terms and conditions of this Agreement, during the Term, RecommenderX grants you a limited, non-exclusive, non-transferable, non-sub-licensable, non-assignable license to access and use the selected proprietary Advise platform, which has been configured with your data, for the purposes of interrogating that data, gaining predictive analytics of future events, and recommendations of best actions to take.
LOGINS
RecommenderX makes the platform available to you electronically, requiring a login for each user in your organization to access the services. As a condition of receipt and use, of this login it is acknowledged that each login is to be kept private. It may not be shared or otherwise disclosed to third parties. You acknowledge that it is your responsibility to protect these logins. You also understand that as part of your subscription to the Advise platform you are entitled to as many logins as needed for your employees, and for security reasons multiple users should not share the same login.
DATA COLLECTION
As part of the Advise platform, RecommenderX collects and generates certain information regarding the usage of the Advise platform in order to report back to you on usage and to improve the usability of the platform. RecommenderX owns all right, title and interest in and to all compiled Usage Data and cataloging of Usage Data as presented.
TRADEMARK LICENSING
RecommenderX hereby grants a nontransferable, nonexclusive license to use RecommenderX’s trademarks during the Term to display the RecommenderX or Advise icon and to advertise the use of Advise platform on your site or service. Licensee hereby grants to RecommenderX a nontransferable, nonexclusive license under Licensee’s trademarks during the Term to advertise that Licensee is using RecommenderX’s Services. Each party will submit advertising materials containing the other party’s trademarks to the other party before release to the public for inspection, and such other party will have the right to modify any such advertisements. Except as set forth in this Section, nothing in this Agreement shall be considered a grant or shall be deemed to grant to one party any right, title or interest in or to the other party’s trademarks. All use of Licensee’s trademarks by RecommenderX shall inure to the benefit of Licensee and all uses of RecommenderX trademarks by Licensee shall inure to the benefit of RecommenderX.
TERM
Unless parties have specifically agreed otherwise in a negotiated or customized a separate Support Licence Agreement, this Agreement shall have an initial term of one year from the date of the Purchase Order (“Initial Term”). Thereafter, this Agreement will be extended automatically on an annual basis unless either party gives 90 days prior written notice of its intent not to renew.
Either party may terminate the execution of services and deliverables, without cause by giving the other party 90 days written notice. Such notice must be provided by an individual who has seniority equivalent to a director or senior manager. The notification date is the date on which the notice is received by either party. The termination date is 90 days following the notification date.
Upon termination or expiration of this Agreement all rights and obligations of the parties under this Agreement shall immediately cease, provided that certain rights and obligations, including but not limited to, the right to payment, shall survive.
PAYMENT
Unless otherwise set forth in a separate Purchase Order, terms of payment shall be due according to published subscription rates.
CUSTOMER DATA
Any personal information collected from Customer will be securely held and processed in accordance with local law and will never be shared with or sold to third parties.
MODIFICATIONS
We may modify or amend these terms of use at any time without notice. It is your duty to read this page regularly – https://recommenderx.com/advise-terms
If for any reason you are unable to comply with any modification or change you must stop using the RecommenderX Services, or, if applicable, cancel your subscription. You will be deemed to have accepted the terms of use as amended if you continue to use any of RecommenderX Services after any amendments are posted on the Site.
TERMINATION
Either party may terminate the execution of services and deliverables, without cause by giving the other party 90 days written notice. Such notice must be provided by an individual who has seniority equivalent to a director or senior manager. The notification date is the date on which the notice is received by either party. The termination date is 90 days following the notification date.
RecommenderX will not be liable for any costs, expenses, or damages as a result of either party choosing to terminate this Agreement. Upon termination of this Agreement, you will promptly cease using the Services and Content.
DISCLAIMER
The Advise Platform, all related Services and Data are provided “AS IS” on an “AS AVAILABLE” basis without warranty or condition of any kind. Aylien disclaims all warranties; express or implied, including implied warranties of merchantability, fitness for a particular purpose and non-infringement, and any warranties or conditions arising out of course of dealing or usage of trade. Aylien is not responsible or liable (and makes no representation or warranty) for the accuracy, content, completeness, legality, reliability, or availability of the API.
INDEMINIFICATION
You will defend, indemnify and hold RecommenderX harmless against any third party claims, liabilities or expenses incurred (including reasonable legal representatives’ fees), as well as amounts finally awarded in a settlement or by a court arising from any claim or allegation by a third party arising out of (i) allegations that RecommenderX’s use infringes or misappropriates any trademark, copyright or other intellectual property of any third party, (ii) Customer’s use of Data, (iii) RecommenderX Services or the Advise platform that are modified by Customer if the alleged infringement relates to such modification; (iv) RecommenderX Services or the Advise platform that are combined with any Customer product, process or materials where the alleged infringement relates to such combination; (v) Customer’s use of a version of RecommenderX Services or the Advise platform other than the version that was current at the time of such use; (vi) infringement or misappropriation of any proprietary right in which Customer has an interest; or (vii) your breach or alleged breach of any of your obligations or representations under this Agreement.
LIMITATION OF LIABILITY
IN NO EVENT WILL RECOMMENDERX BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES WHATSOEVER (INCLUDING LOSS OF PROFITS, BUSINESS INTERRUPTION, OR USE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE ADVISE PLATFORM OR ANY OF ITS SERVICES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
GENERAL
This Agreement will be governed by and construed in accordance with the laws of Ireland, excluding that body of law pertaining to conflict of laws. Any legal action or proceeding arising under this Agreement will be brought exclusively in Irish courts located in Ireland and you hereby irrevocably consent to the personal jurisdiction and venue therein. If any action is necessary to enforce the terms of this Agreement, the prevailing party will be entitled to recover its reasonable legal representatives’ fees, costs and expenses in addition to any other relief to which such prevailing party may be entitled. You may not assign this Agreement by operation of law or otherwise, without RecommenderX’s express prior written consent. Any attempt to assign this Agreement without consent will be null and void. The parties to this Agreement are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between the parties. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement.
If a court of competent jurisdiction holds any provision of this Agreement invalid or unenforceable, remaining provisions of the Agreement will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law. This Agreement constitutes the complete and exclusive understanding and agreement of the parties with respect to the subject matter hereof and supersedes all prior understandings and agreements, whether written or oral, with respect to the subject matter hereof.
(Last Updated: March 2020)