These terms and conditions outline the rules and regulations for the use of Amenity Analytics' website and services.
These terms and conditions outline the rules and regulations for the use of Amenity Analytics' website and services.
Amenity Analytics is located at:
387 Park Avenue South, New York, NEW YORK 10016
By accessing this website we assume you accept these terms and conditions in full. Do not continue to use Amenity Analytics's website if you do not accept all of the terms and conditions stated on this page.
The following terminology applies to these Terms and Conditions, Privacy Statement and Disclaimer Notice and any or all Agreements: “Client”, “You” and “Your” refers to you, the person accessing this website and accepting the Company’s terms and conditions. “The Company”, “Ourselves”,“We”, “Our” and “Us”, refers to our Company. “Party”, “Parties”, or “Us”, refers to both the Client and ourselves, or either the Client or ourselves. All terms refer to the offer, acceptance and consideration of payment necessary to undertake the process of our assistance to the Client in the most appropriate manner, whether by formal meetings of a fixed duration, or any other means, for the express purpose of meeting the Client’s needs in respect of provision of the Company’s stated services/products, in accordance with and subject to the provisions of these terms and the prevailing laws of the land. Any use of the above terminology or other words in the singular, plural, capitalization and/or he/she or they, are taken as interchangeable and therefore as referring to same.
Unless otherwise stated, Amenity Analytics and/or it’s licensors own the intellectual property rights for all material on Amenity Analytics. All intellectual property rights are reserved. You may view and/or print pages from https://www.amenityanalytics.com for your own personal use subject to restrictions set in these terms and conditions.
You must not:
Republish material from https://www.amenityanalytics.comSell, rent or sub-license material from https://www.amenityanalytics.comReproduce, duplicate or copy material from https://www.amenityanalytics.comRedistribute content from Amenity Analytics (unless content is specifically made for redistribtuion)
The following organizations may link to our website without prior written approval:
Government agencies; search engines; news organizations; online directory distributors when they list us in the directory may link to our website in the same manner as they hyperlink to the websites of other listed businesses; and systemwide accredited businesses except soliciting non-profit organizations, charity shopping malls, and charity fundraising groups which may not hyperlink to our website.
These organizations may link to our home page, to publications or to other Website information so long as the link:
(a) is not in any way misleading; (b) does not falsely imply sponsorship, endorsement or approval of the linking party and its products or services; and (c) fits within the context of the linking party's site.
We may consider and approve in our sole discretion other link requests from the following types of organizations:
Commonly-known consumer and/or business information sources such as Chambers of Commerce, American Automobile Association, AARP and Consumers Union; Dot.com community sites; Associations or other groups representing charities, including charity giving sites, online directory distributors; internet portals; accounting, law and consulting firms whose primary clients are businesses; and educational institutions and trade associations.
We will approve link requests from these organizations if we determine that:
(a) the link would not reflect unfavorably on us or our accredited businesses (for example, trade associations or other organizations representing inherently suspect types of business, such as work-at-home opportunities, shall not be allowed to link); (b) the organization does not have an unsatisfactory record with us; (c) the benefit to us from the visibility associated with the hyperlink outweighs the absence of; and (d) where the link is in the context of general resource information or is otherwise consistent with editorial content in a newsletter or similar product furthering the mission of the organization.
These organizations may link to our home page, to publications or to other website information so long as the link:
(a) is not in any way misleading; (b) does not falsely imply sponsorship, endorsement or approval of the linking party and it products or services; and (c) fits within the context of the linking party's site.If you are among the organizations listed in paragraph 2 above and are interested in linking to our website, you must notify us by sending an e-mail to email@example.com. Please include your name, your organization name, contact information (such as a phone number and/or e-mail address) as well as the URL of your site, a list of any URLs from which you intend to link to our Web site, and a list of the URL(s) on our site to which you would like to link. Allow 2-3 weeks for a response.
Approved organizations may hyperlink to our website as follows:
By use of our corporate name; or by use of the uniform resource locator (web address) being linked to; or by use of any other description of our website or material being linked to that makes sense within the context and format of content on the linking party's site.
No use of Amenity Analytics’s logo or other artwork will be allowed for inking absent a trademark license agreement.
Without prior approval and express written permission, you may not create frames around our web pages or use other techniques that alter in any way the visual presentation or appearance of our website.
We reserve the right at any time and in its sole discretion to request that you remove all links or any particular link to our website. You agree to immediately remove all links to our website upon such request. We also reserve the right to amend these terms and conditions and its linking policy at any time. By continuing to link to our website, you agree to be bound to and abide by these linking terms and conditions.
If you find any link on our website or any linked web site objectionable for any reason, you may contact us about this. We will consider requests to remove links but will have no obligation to do so or to respond directly to you. While we endeavor to ensure that the information on this website is correct, we do not warrant its completeness or accuracy; nor do we commit to ensuring that the website remains available or that the material on the website is kept up to date.
We shall have not responsibility or liability for any content appearing on your website. You agree to indemnify and defend us against all claims arising out of or based upon your website. No link(s) may appear on any page on your website or within any context containing content or materials that may be interpreted as libelous, obscene or criminal, or which infringes, otherwise violates, or advocates the infringement or other violation of, any third party rights.
To the maximum extent permitted by applicable law, we exclude all representations, warranties and conditions relating to our website and the use of this website (including, without limitation, any warranties implied by law in respect of satisfactory quality, fitness for purpose and/or the use of reasonable care and skill).
Nothing in this disclaimer will:
Limit or exclude our or your liability for death or personal injury resulting from negligence;
Limit or exclude our or your liability for fraud or fraudulent misrepresentation;
Limit any of our or your liabilities in any way that is not permitted under applicable law; or
Exclude any of our or your liabilities that may not be excluded under applicable law.
The limitations and exclusions of liability set out in this section and elsewhere in this disclaimer:
(a) are subject to the preceding paragraph; and (b) govern all liabilities arising under the disclaimer or in relation to the subject matter of this disclaimer, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty. To the extent that the website and the information and services on the website are provided free of charge, we will not be liable for any loss or damage of any nature.
Neither Company, S&P, their affiliates nor any of their suppliers shall have any liability for the accuracy or completeness of the information of software furnished through the Company service, or for delays, interruptions or missions therein nor for any lost profits, indirect, special or consequential damages;
The S&P Services are not investment advice and a reference to a particular investment or security, a credit rating or any observation concerning a security or investment provided in the S&P Services is not a recommendation to buy, sell or hold such investment or security or make any other investment decisions;
S&P, their affiliates or their suppliers have exclusive proprietary rights in the S&P Services and any information and software received in connection therewith;
Subscriber shall not use or permit anyone to use the S&P Services for any unlawful or unauthorized purpose;
The S&P Services are being provided for Subscriber’s internal use only and Subscriber is not authorized or permitted to distribute or otherwise furnish such information or software to any third-party without prior written approval of S&P;
Access to the S&P Services is subject to termination in the event that any agreement between Company and S&P terminates for any reason;
and S&P may enforce its rights against Subscriber as the third-party beneficiary of the Customer Agreement, even though S&P is not a party to the Customer Agreement.
Amenity Analytics, Inc. (the “Licensor”) is at the final stages of development ("Beta site" status) of its Viewer product (the "Product"). Before launching the Product into the market, Licensor is interested in testing the Product for errors, malfunctions, bugs and other failures of performance. Licensee, by accepting this Agreement, is willing to be granted access to the Product and to examine its features, performance and compatibility with Licensee's professional requirements, for the purpose of evaluating the Product's technical and business potential (the "Test").
1. Following the grant of access to the Product (whether by installation or otherwise as will be determined by Licensor from time to time), Licensor shall be deemed to have granted to Licensee, during the limited term of this Agreement, a personal, non-transferable, non-assignable, non-exclusive and limited right to use the Product, solely for the purposes of performing the Test. For the avoidance of doubt, no license is granted hereunder to Licensee to modify, create copies, distribute or sub-license the Product or any of its components.
2. This Agreement shall expire immediately upon the completion of the Test. However, Licensor may discontinue Licensee’s access to the Product for any reason at any time.
Limited License; Term; Intellectual Property:
3. Licensee acknowledges that all proprietary and intellectual property rights in or related to the Product, as well as all other information disclosed by Licensor to Licensee or otherwise obtained by Licensee which is,directly or indirectly, related to Licensor or its business, are and will remain the exclusive property of Licensor, whether or not specifically recognized or perfected under the laws of the jurisdictions in which the Product is used or licensed, and that Licensor will own all rights in any copy, translation,modification, adaptation or derivation of the Product and other items of its intellectual property rights, including any improvement or development thereof(including if conceived or suggested by Licensee). Nothing here under shall be construed as granting any right, warranty or license by implication or otherwise under any patent, copyright, know-how or design rights, or other form of protection of industrial or intellectual property, or as creating any obligation on the part of Licnesor to enter into any business relationship whatsoever or to offer for sale any service or product.
4. Licensee hereby irrevocably conveys to Licensor all right,title and interest to any modification, adaptation, innovation, derivation,improvement or development made to the Product at Licensee's request or based on Licensee's ideas or proposals or feedback. Licensee shall take such actions as are necessary to carry out the foregoing assignment.
Licensee's Acknowledgments and Covenants:
5. Licensee acknowledges and confirms as follows:
5.1 Licensee hereby confirms and represents that it is not a member of the press, nor an employee or representative of any company developing and/or marketing products similar to the Product.
5.2 Licensee is aware of the experimental untested status of the Product. Licensee is aware of the possibility of errors, bugs, interruptions,faults and other failures in the Product (collectively, “Failures”).
5.3 Licensee received from Licensor all the information requested by it with regard to the Product, its use and potential applications.
5.4 After due consideration of all relevant circumstances,Licensee decided to enter into this Agreement and to install the Product for testing at its facility at its own risk.
5.5 Licensor is not receiving from Licensee any consideration for the Product.
5.6 Licensee further acknowledges that final pricing of the Product will be determined solely by Licensor at its sole discretion.
5.7 Licensee confirms and agrees that the Product and its use by Licensee may be monitored by Licensor and/or any third party on its behalf, and Licensee hereby waives any claims with respect to such monitoring
6. Licensee agrees to: (i) use the Product in accordance with the terms of the Test and this Agreement; (ii) keep a written record of Failures that it detects in any component of the Product; (iii) inform Licensor at its earliest convenience of the occurrence of any Failure; (iv) inform Licensor of suggested modifications or improvements that may make the Product better performing and more effective; and (v) to cooperate with Licensor’s reasonable attempts to collect information Licensor deems to be pertinent to the diagnosis or correction of a Failure. In addition, Licensee agrees to respond to surveys sent by the Licensor from time to time within 48 hours.
7. Licensee shall not, and shall not permit, abet or aid others to, translate, reverse engineer, decompile, disassemble, update, modify, reproduce, duplicate, copy, distribute or otherwise disseminate all or any part of the Product.
8. Licensee shall be solely responsible for the use of the Product. Licensee undertakes to use the Product in compliance with this Agreement and all applicable laws and regulations. [Licensee shall indemnify and hold harmless Licensor,its directors, officers, employees or affiliates from and against any liability for the aforesaid. Licensor, its directors, officers, employees or affiliates will not be liable for any damage, expense, cost or loss, direct or indirect,out of pocket or otherwise, caused, directly or indirectly, in whole or in part, by, or in connection with, the execution, performance or termination of this Agreement, or the installation, use, operation, testing or review of the Product by Licensee, and Licensee hereby absolutely and irrevocably waives any demand,claim or suit against Licensor, its directors, officers, employees or affiliates relating to such damage, expense, cost or loss.] The provisions of this Agreement allocate the risks between Licensor and Licensee,and the terms of the license here under reflect this allocation of risk and the exoneration from liability specified herein.
9. LICENSEE ACKNOWLEDGES AND CONFIRMS THAT LICENSOR DOES NOT WARRANT TO LICENSEE ANY WARRANTY WHATSOEVER REGARDING THE PRODUCT, ITS USES AND APPLICATIONS, ITS PERFORMANCE or IT BEING ERROR- OR FAILURE-FREE. THE USE AND TESTING OF THE PRODUCT ARE AT LICENSEE'S SOLE RISK.
10. UNDER NO CIRCUMSTANCES WILL LICENSOR BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE PRODUCT, OR ANY OTHER SERVICES PROVIDED HERE UNDER.
Confidentiality; Competitive Products:
11. Both during the term of this Agreement and thereafter, Licensee will not disclose to any third party and not use (except for the limited purpose under this Agreement) any information disclosed to it by Licensor in any form whatsoever which is designated or marked as confidential or proprietary or that is confidential by its nature ("Confidential Information”).
12. Whether during the term of this Agreement or after its termination, upon Licensor’s request Licensee shall immediately cease all use of the Product and shall return all copies of the Product and any other Confidential Information, including without limitation all notes, memoranda or other writings or documentation which contain or pertain to the same, to Licensor. Specifically, the particular terms and conditions of this Agreement are confidential and shall not be disclosed without the prior written consent of Licensor, and no public announcements relating to this Agreement shall be issued by Licensee.
13.Licensee is prohibited from, and shall not, develop, market or sell any product that supports substantially similar functionality as the Product based on or derived in any way from the Product or from the benefits of know how resulting from access to or work with Licensor’s Confidential Information.
14. This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof, and supersedes all prior written or oral agreements with respect thereto. This Agreement shall be governed by the laws of the State of New York and the authorized court of law in New York, New York shall have exclusive jurisdiction over any disputes between the parties. Provisions of this Agreement which, by their nature, must remain in effect beyond the termination of this Agreement shall survive. No delay, omission, or failure to exercise any right or remedy provided herein shall be deemed to be a waiver thereof or an acquiescence in the event giving rise to such right or remedy, but every such right or remedy maybe exercised, from time to time as may be deemed expedient by the party exercising such remedy or right. If any provision herein is ruled too broad in any respect to permit the full enforcement thereof, or if any provision herein is ruled in violation of Israeli law, then such provision shall be limited only so far as it is necessary to allow conformance to the law, and as so limited shall be deemed a part hereof herein. If any invalid provision may not be so limited, such provision shall be deleted from the Agreement, but the remaining provisions shall remain in full force and effect. Neither this Agreement or any of Licensee's rights granted herein may be assigned or transferred by Licensee without the prior written permission of Licensor and any attempt to do so shall be without effect. Licensee understands that the Product may be a regulated commodity under the export control laws of the United States, as amended from time to time, and the regulations there under, and may require a license to export such. Licensee is solely responsible for any required export license,and shall obtain any such required license(s).
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