TERMS OF SERVICE

These Terms of Service (the “Terms”) constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and Vyzion, Inc. d/b/a KnowledgeHound (“KnowledgeHound,” “we,” “us” or “our”), concerning your access to and use of the KnowledgeHound’s Site and the Services (as both are defined below). By accessing or using this Site or Services you agree to these Terms of Services. You agree that by accessing the Site and Services, you have read, understood, and agree to be bound by all of these Terms. If for whatever reason you do not agree to any of the Terms contained herein, you should immediately cease all use and access use of the Site Services and should not enter or use the Site.

I. DEFINITIONS
  1. “Authorized Users” means those users of those Services registered by the Client with KnowledgeHound.
  2. “Client” means the company or entity who has contracted with KnowledgeHound.
  3. “Client Materials” means any Client provided materials, including but not limited to Client Studies, (the “Client Materials”).
  4. “Client Studies” means research data and studies that the Client provides to KnowledgeHound to use in the Services.
  5. “PII” shall include information that, when used alone or with other relevant data, can identify an individual, PII shall also include all Personal Information as defined by the California Consumer Privacy Act and Personal Data as defined by the European Union General Data Protection Regulation.
  6. “Privacy Policy” shall mean the privacy policy provided on the Site as updated or amended from time to time.
  7. “Software” means the facilitation of access to and use of a web based data retrieval, visualization and exportation software tool (commonly known as KnowledgeHound) for Client Studies.
  8. “Services” means the Software, as well as applicable documentation and any applicable implementation and maintenance services. The Services shall not include Client Studies or any other data, material and/or information provided by Client.
  9. “Site” means this website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto on which the Services are provided.
  10. “Third Party Products” shall mean any products manufactured by or provided by a party other than the KnowledgeHound.
II. AMENDMENTS

It is your responsibility to periodically review these Terms to stay informed of updates. You will be subject to and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms by your continued use of the Site after the date such revised Terms are posted. Supplemental terms or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms at any time and for any reason. You waive any right to receive specific notice of each such change.

III. PRIVACY POLICY.

You acknowledge that you have read and by agreeing to these Terms also consent and agree to the Privacy Policy. You further acknowledge that the Privacy Policy may be amended from time to time, in KnowledgeHound’s sole and absolute discretion. You agree that it is your duty to review the Privacy Policy for any amendments. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Privacy Policy by your continued use of the Site after the date such revised Privacy Policy are posted. You waive any right to receive specific notice of each such change.

IV. LIMITS ON ACCESS AND USE

The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country.

Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

The Site and the Service provider hereunder are intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to register for the Site.

V. INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated, the Site and Services are KnowledgeHound’s proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site and Services (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws.

No Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

VI. DISCLAIMERS

THE SITE AND SERVICE AND CONTENT ARE FURNISHED “AS IS” AND WITH ALL FAULTS. KNOWLEDGEHOUND MAKES, AND YOU RECEIVE, NO OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY. YOU EXPRESSLY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ANY ORAL OR WRITTEN REPRESENTATIONS, PROPOSALS OR STATEMENTS MADE ON OR PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT, AVAILABILITY, SECURITY, TITLE AND NON-INFRINGEMENT, ANY WARRANTY THAT OPERATION OF THE SOFTWARE OR SITE WILL BE UNINTERRUPTED OR ERROR FREE.

VII. LICENSE

Provided that you are an Authorized User and eligible, pursuant to these Terms, to use the Site, you are granted a limited license to access and use the Site and Services. The license is non-exclusive, non-assignable, non-sub-licensable, non-transferable license You acknowledge that your access may be terminated (a) at any time, by us, for violating these terms (b) upon notice to us by the Client you are no longer identified as an Authorized User or (c) if Client no longer has a license to access the Services.

VIII. REPRESENTATIONS AND WARRANTIES:

By using the Site, you represent and warrant that:

  1. all registration information you submit will be true, accurate, current, and complete.
  2. you will maintain the accuracy of any information you submit and promptly update such registration information as necessary.
  3. you have the legal capacity and you agree to comply with these Terms.
  4. not a minor in the jurisdiction in which you reside.
  5. you will not use the Site for any illegal or unauthorized purpose.
  6. your use of the Site will not violate any applicable law or regulation.
IX. USER REGISTRATION

You will be required to register with the Site and Services. You agree to keep your password confidential and will be responsible for all use of your account and password. You represent all information you provide is true and accurate.

X. PROHIBITED ACTIVITIES

You may not access or use the Site or Services for any purpose other than that for which we make the Site and Services available and allowed by Client’s agreements with us.

As a user of the Site, you agree not to:

  1. systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us other than from the Client Studies.
  2. circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.
  3. engage in unauthorized framing of or linking to the Site.
  4. trick, defraud, or mislead us.
  5. make improper use of our support services or submit false reports of abuse or misconduct.
  6. engage in any automated use of the system.
  7. interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.
  8. attempt to impersonate another user or person or use the username of another user.
  9. sell or otherwise transfer your profile.
  10. use any information obtained from the Site in order to harass, abuse, or harm another person.
  11. decipher, decompile, disassemble, or reverse engineer any of the Software comprising or in any way making up a part of the Site.
  12. attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.
  13. harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Service to you.
  14. delete the copyright or other proprietary rights notice from any Content.
  15. copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
  16. upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.
  17. upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
  18. except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software.
  19. disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.
  20. use the Site in a manner inconsistent with any applicable laws or regulations.
XI. LIMITATION OF LIABILITY

KNOWLEDGEHOUND NOT WILL BE LIABLE FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCTS LIABILITY, OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (B) KNOWLEDGEHOUND’S AGGREGATE LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE FEES DUE TO BE PAID TO KNOWLEDGEGHOUND BY CLIENT.

XII. PERSONALLY IDENTIFIABLE INFORMATION

Other than for the names, e-mails addresses and IP addresses used to access the Site, You agree to not transfer any PII to KnowledgeHound.

XIII. INDEMNIFICATION

You will fully indemnify, defend and hold KnolwedgeHound and its Affiliates harmless from and against any and all third-party claim, suit, proceeding losses and threatened claims, suits and proceedings arising from, in connection with or based upon your violation of the terms of these Terms. This indemnification shall include any attorneys fees or investigation fees related to any all third-party claim, suit, proceeding losses and threatened claims, suits and proceedings.

XIV. EQUITABLE REMEDIES

The Parties agree that violation of these terms could cause irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, the Parties shall be entitled to injunctive relief a breach or threatened breach, without providing actual damages and without posting a bond or other security.

XV. GOVERNING LAW

The Parties agree that these Terms will be governed by and construed and interpreted in accordance with the laws of the State of Illinois, without regard to the conflicts of laws principles of that state or any other state. Each Party irrevocably submits to the sole and exclusive jurisdiction of the courts of Illinois and the Federal courts of the Northern District of Illinois, situated in Chicago, Illinois. Each Party irrevocably consents to the exercise of personal jurisdiction over each of the Parties by such courts and waives any right to plead, claim or allege that Illinois is an inconvenient forum.

XVI. ENTIRE AGREEMENT

The Terms, together with the Privacy Policy, contain the entirety of the parties’ agreement and supersede any oral or written information created previously.

XVII. ASSIGNMENT

These terms may not be assigned by you, except if agreed to in writing, any such agreement shall not be unreasonably withheld.

XVIII. NO THIRD-PARTY BENEFICIARY RIGHTS

These Terms are not for the benefit of other person or entity. Nothing in these Terms may be enforced by a third party.