THIS MASTER SUBSCRIPTION AGREEMENT ("AGREEMENT") GOVERNS YOUR USE OF THE SERVICES.
BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES. THE "EFFECTIVE DATE" FOR THIS AGREEMENT SHALL BE THE DAY YOU CHECK THE "I ACCEPT" BOX.
You may not access the Services if You are Our direct competitor, except with Our prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
TERMS AND CONDITIONS
For purposes of this Agreement, the following terms shall have the following meanings:
Confidential Information shall mean non-public information of a party that is marked or otherwise identified as confidential at the time of disclosure, or that a reasonable person would understand to be confidential based on the nature of the information and the circumstances surrounding disclosure. As an example only and not by way of limitation, MOTIO's Source Code, Services, Documentation, and any idea, algorithm, or trade secrets of MOTIO in the Services or Documentation will be deemed to be MOTIO's Confidential Information.
"Documentation" shall mean the user's manuals and/or other documentation provided to CUSTOMER along with the Services, whether in tangible or electronic form.
"Executable Code" shall mean the fully compiled version of a software program that can be executed by a computer and used by an end-user without further compilation.
"Intellectual Property Rights" shall mean all copyrights, trademarks, service marks,trade secrets, patents, moral rights, contract rights, and other proprietary rights.
"Service Bureau" includes but is not limited to application service providers, hosting companies and Internet portals that would use the Services for the benefit of third party to third party transactions.
"Source Code" shall mean the human-readable version of a software program that can be compiled into Executable Code.
"Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
"Malicious Code" means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
"Order Form" means the ordering documents for purchases hereunder, including addenda thereto, that are entered into between You and Us from time to time. Order Forms shall be deemed incorporated herein by reference.
"Purchased Services" means Services that You or Your Affiliates purchase under an Order Form, as distinguished from those provided pursuant to any free trial.
"Services" means the online, Web-based software applications and platform provided by MOTIO via http://www.motio.com and/or other designated websites as described in the Documentation, that are ordered by CUSTOMER.
"Users" means individuals who are authorized by CUSTOMER to use the Services, for whom subscriptions to a Service have been purchased(or by Us at Your request). A User license is required for all Content Authors that the system is monitoring activity. Users may include but are not limited to Your employees, consultants, contractors and agents.
"Content Authors" means anyone creating business intelligence artifacts (e.g. reports, queries, analysis objects, packages, etc.)
"MOTIO" means Motio, Inc.
"CUSTOMER" means the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity.
"Customer Data" means all electronic data or information submitted by CUSTOMER to the Purchased Services.
"We", "Us" or "Our" means Motio, Inc.
"You" or "Your" means the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity.
We grant to You, a non-exclusive, non-transferable, non-sublicensable license to use the Services as defined in the corresponding Order Form.
Section 1 (Definitions),Section 5 (Proprietary Rights), Section 4 (License Fees and Payment),Section 6 (Warranties & Disclaimers), Section 7 (Term and Termination),Section 8 (Survival), Section 9 (Confidentiality), Section 10(Limitation of Liability), and Section 11 (General) will survive expiration or termination of this Agreement for any reason.
Each party further agrees to use commercially reasonable efforts to assist the other in identifying and preventing any use or disclosure of the Confidential Information, including the Executable Code or Source Code of the Services or Documentation or any of the ideas, algorithms, source code, or trade secrets contained therein.
Using MotioPI is like being a #Cognos admin in a John Woo movie. http://t.co/w0lcvRh8ki Admittedly, the slow-mo doves are a bit distracting.
#NinjaFunFactFriday: A tree falls in the forest and nobody is around to hear it because ninjas leave no witnesses.
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