This agreement grants
Client (approved by and assigned a User ID and Password by Decision Analyst, Inc.
(DAI)), a limited license to use Decision Analyst, Inc.'s (DAI's) Online Reporting
Portal and its Logician® Online Reporting System, both created and owned by Decision
Analyst, Inc. (DAI), a Texas corporation located at 604 Avenue H East, Arlington,
Texas 76011-3100, U.S. Use of this Online Reporting Portal and Logician® Online
Reporting System by Client, its officers, and its employees constitutes acceptance
of and full agreement to the terms and conditions set forth herein. Decision Analyst
(DAI) and Client, each legally bound hereby, do promise and agree as follows:
1. Scope of Agreement
The DAI Online Reporting
Portal and Logician® Online Reporting System (the Work) will permit Client (depending
on authorized level of access) to view data and reports that Client owns, to exchange
data and files, to cross-tabulate that data, to review and print questionnaires,
and to view and print related reports. This limited license agreement (the Agreement
or License Agreement or Legal Agreement) sets forth the terms and conditions
under which Client may access and analyze its data and files via the Work.
DAI is the sole
author and owner of the Work (and all derivatives or compilation thereof)
including, but not limited to, all screens, screen layouts, source code,
terms and definitions, instructions and help files, computer software
systems, naming conventions, artwork and design schemes, mathematical
models and algorithms, all of which are the exclusive property of DAI.
Accordingly, DAI owns all rights, title, and interest in and to the
Work, including without limitation all copyrights, trademarks, and trade
secret rights. Client agrees to sign any documents necessary to confirm DAI's exclusive ownership of the Work.
Under the terms
of this Agreement, the Client is granted a limited license (defined
in Section 2(d)) to use the Work for the term set forth in Section 6
upon the receipt of payment of agreed upon fee, if applicable (any charges
or fees would be covered by a separate written legal agreement, approved
in advance by both parties). Client is assigned one or more user name(s)
and password(s) to access the Work. Client is restricted from disseminating
user name(s) and password(s) to anyone other than Client's authorized
officers and employees. Client agrees to immediately notify
firstname.lastname@example.org if Client's user name(s) and/or
password(s) are stolen, lost, or inadvertently given to unauthorized
individuals or organizations. Client also agrees to immediately notify
email@example.com if any of the Client's authorized
officers and employees should leave Client's employment or be classified
as unauthorized for any reason. Upon such notification, DAI will
delete the unauthorized password(s) and assign new password(s)
to Client. Client agrees that it is Client's
responsibility to monitor
and control which of its officers and employees are authorized to access
this Online Reporting Portal and Logician® Online Reporting System.
Client understands and agrees that DAI will block access to the Work
after three unsuccessful attempts by Client to login. Client agrees
to thereafter contact firstname.lastname@example.org
to request that access be restored
and/or new User ID and Password be assigned.
All Client officers
and employees are obligated to treat the Work as confidential and proprietary.
All use of the Work is subject to the confidentiality conditions set
forth in Section 4.
Under the terms
of this Agreement, Client is granted a revocable, nontransferable, limited
license only to use the Work for the purpose of accessing and analyzing
its own data and reports that reside on DAI's servers and data storage systems. DAI will place Client's data
on DAI's servers and data
storage systems, maintain the security of that data, and make the data
accessible via the Work. In addition to projects conducted for Client
by DAI, for extra fees, DAI will place other data owned by Client on DAI's servers and data storage systems and make that data accessible
through the Work. DAI alone will control the adding, modifying, and/or
removing of data to/from DAI's servers
and data storage systems.
In using the Work,
should Client by error, accident, or intent gain access to unauthorized
information or data (data, results, or other information not owned by
Client), Client agrees not to open, disseminate, copy, or utilize in
any manner the unauthorized information or data and further agrees to
immediately notify DAI of the security breach.
to immediately notify DAI of any and all violations of this Agreement
that it has or will implement procedures to promote and ensure compliance
with the foregoing limitations and restrictions on the use of licensed
Work by Client's officers and
3. Use of Trademarks
Client shall not use
the name, trademarks, or logos of DAI without the prior written consent of DAI.
DAI shall not use the name, trademarks, or logos of Client without the prior written
consent of the Client.
Client shall safeguard,
protect, and treat as Confidential Information the appearance, design,
computational schemes and methods, and wording within the Work, or disclosed
to Client under the Agreement. Confidential Information is all
information, including the Work, disclosed by DAI to Client under this
Agreement. Client may use the Confidential Information only during the
term of this Agreement, and then only in accordance with the terms of
this Agreement. Client agrees that its officers, employees, and agents
will never be permitted to discover, capture, record, share, copy or
preserve any personally identifiable information of any DAI panelists
or respondents, and further agrees to immediately notify DAI of any
breach of this covenant. DAI acknowledges that the Agreement does not
apply to Confidential Information which:
Is (at the time
of its disclosure) publicly known through no wrongful act of Client.
Is known to Client at
the time of disclosure on a non-confidential basis.
received by Client from a third party without breach of this Agreement
and on a non-confidential basis.
Is approved for
disclosure by the written authorization of DAI.
Is disclosed as
required by judicial action after all reasonable legal recourse to
maintain the confidentiality of the information has been exhausted.
Upon the termination
or expiration of this Agreement, Client will no longer have access to
or permission to access the Work.
The parties agree
that the terms and details of this Agreement are confidential. Neither
party will reveal any of the terms of this Agreement to any third party,
without the written permission of the other partyprovided, however,
that the terms of this Agreement may be disclosed in response to a subpoena
or order of a court of competent jurisdiction.
Neither DAI nor
Client will reveal, disclose, or use (other than use granted herein)
any information about each other that might be learned during the process
of working together under this Agreement, without the written permission
of the other party.
Client Usage of Work
all responsibility for correct, proper and accurate use of the Work,
and for all analyses and conclusions based on the data and reports therein.
DAI shall not be liable for Client's misuse or misinterpretation of
the data or reports.
6. Limited Warranty and
DAI warrants that
it conforms to all reasonable and recognized industry standards and
procedures to ensure the Work and its underlying servers, programs,
systems, and software are accurate and reliable.
DAI will maintain the
Work's operation 24/7/365 (except for announced downtimes for
maintenance and updates), unless prevented by circumstances beyond its
reasonable control, such as acts of God, war, terrorist attacks, acts
of government, computer viruses or failures, power failures, or ISP
To the extent
permitted by applicable law, the work is provided
as is without warranty of any kind, either expressed or implied,
including, but not limited to, the implied warranties of merchantability
and fitness for a particular Purpose. DAI does not warrant that the
work will meet the Client's requirements. DAI shall not be responsible
for Client's errors, miscalculations, or misinterpretations of data
accessed and analyzed by Client. Client agrees that it is fully responsible
for proper use and interpretation of its data stored at DAI and accessed
and analyzed using the work.
To the extent
permitted by applicable law, in no event will DAI be liable for special
or indirect damages (including but not limited to Client's lost profits,
lost goodwill, lost savings, or lost data), or other incidental or consequential
damages arising out of the use or inability to use the Work, even if
DAI has been advised of the possibility of such damages, or for any
claim by any other party. DAI's sole liability and the Client's
sole remedy will be limited to the fees paid to DAI by Client for the
Work related to the subject of the claim.
Client shall defend
and hold DAI harmless from any loss, claim, or damage, including court
cost and attorneys' fees sustained by DAI as a result of any legal
claim or legal action arising out of Client's breach of this Agreement.
The term of this Agreement
and Client's permitted access to DAI's Online Reporting System and
Logician® Online Reporting System is twelve months (12) months from
the date of first use and acceptance of this Agreement. The term may
be renewed by DAI after twelve (12) months. The Confidentiality
requirements extend five (5) years beyond date of last use.
8. Miscellaneous Terms
This Agreement and its enforcement
shall be governed by the laws of the State of
Texas. This is the primary
Agreement between DAI and Client regarding use of the Work. There may
be supplemental agreements or understandings between DAI and Client
in regard to the Work, as outlined in proposals or other agreements
Except for DAI's
right to seek injunction or other equitable relief from the courts to
enforce and protect the Work and/or the Confidential Information disclosed
under this Agreement, DAI and Client agree that any controversy arising
out of or relating to this Agreement or transactions between DAI and
Client shall be settled by binding arbitration in accordance with the
rules of the American Arbitration Association and that any such arbitration
will be conducted in Fort Worth, Texas. DAI and Client agree and understand
that arbitration is final and binding on the parties and that the parties
are waiving their right to seek remedies in court, including the right
to a jury trial, that pre-arbitration discovery is generally more limited
than and different from court proceedings, that an arbitrator's award
is not required to include factual findings or legal reasoning, and
that any party's right to appeal from rulings by the arbitrator is
In the event of
a dispute that is not governed by the arbitration terms set forth above,
such as DAI's right to injunctive or other equitable relief, the parties
agree to submit to the exclusive jurisdiction and venue of the federal
and state courts having subject-matter jurisdiction in Tarrant County,
Both parties have
the right to revoke this Agreement at any time for any reason. Client's
data, reports and other property remain the exclusive property of Client,
and would be returned to Client, upon request. Regardless of revocation,
the Confidentiality terms in Section 4 remain in effect for five years
from date of last use of Work.
If this Agreement
should be cancelled by either party for any reason, agreed-upon fees
for this License Agreement covered under a separate written agreement,
if any, would be pro rated, based on months of usage, and Client agrees
to pay such pro rata fees to DAI.
DAI reserves the
right to block, deny or limit access and/or service to Client, if Client
uses or misuses the Work in such a way as to create computational or
data storage problems. DAI will immediately notify the Client of any
such problems, and seek to resolve such problems in a prompt and friendly