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Terms of Services

THIS SERVICES SUBSCRIPTION AGREEMENT (the “Agreement”) is made and entered into by and between BuyerSight Inc. with its principal offices at 119 W 24th St 3rd Floor, New York, NY 10011 (“BuyerSight”) and Customer (as defined in the applicable Services Agreement or customer account). This Agreement describes the terms under which BuyerSight will make its services available to Customer. 1. Ordering. By executing one or more Services Agreements under this Agreement or by signing up for a BuyerSight account, Customer may obtain access to the content, data, and other features offered through BuyerSight’ proprietary platform of software and technology (the “Services”). The specific Services available to Customer are identified in the Services Agreement or in Customer’s BuyerSight account. All use of the Services by Customer is subject to the terms and conditions of this Agreement. 2. Services License. BuyerSight hereby grants to Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable right and license to access the Services specified in the Services Agreement or in Customer’s account during the Subscription Period for its internal business purposes. Should the Subscription Period end, or should Customer decline to renew their Services Agreement, then Customer’s license to the Services specified in the Services Agreement will be revoked. 3. Service Modification. BuyerSight is constantly innovating in order to provide the best possible experience for its customers. Customer acknowledges and agrees that the form and nature of the Services that BuyerSight provides may be improved from time to time without prior notice to you, including without limitation security patches, added functionality, and other enhancements. Changes to the form and nature of the Services will be immediately effective with respect to all versions of the Services. 4. Restrictions. Customer shall comply with, Customer shall not, and shall not permit its clients to: (i) resell, sublicense, distribute or otherwise provide access to the Services, or data or information contained in or derived from the Services, to any third party or use the Services outside the scope of the license granted herein; (ii) copy, modify, adapt, translate, prepare derivative works from, reverse engineer, disassemble, or decompile the Services or otherwise attempt to discover any source code or trade secrets related to the Services; or (iii) use the trademarks, trade names, service marks, logos, domain names and other distinctive brand features or any copyright or other proprietary rights associated with the Services for any purpose without the express written consent of BuyerSight. 5. Fees. Applicable fees for the Services are set forth in each Services Agreement. Fees do not include taxes and Customer shall pay, indemnify and hold BuyerSight harmless from all applicable sales/use, gross receipts, value-added, GST or other tax on the transactions contemplated herein, other than taxes based on the net income or profits of BuyerSight. 6. Intellectual Property. 6.1 Customer agrees that, as between the parties, BuyerSight owns all intellectual property rights and all other proprietary interests that are embodied in or practiced by the Services and all data or information contained in or derived from the Services (other than Customer Data as defined below). BuyerSight grants no rights other than the rights expressly granted to Customer under this Agreement. 6.2 BuyerSight agrees that, as between the parties, Customer owns all data directly provided by Customer to BuyerSight for use with the Services (“Customer Data”). Notwithstanding anything to the contrary in this Agreement, Customer hereby grants to BuyerSight a perpetual license to use such Customer Data, without attributing Customer Data to Customer, for enhancing the Services, BuyerSight’ methodologies, and BuyerSight’ products and services. This license includes the right to use Customer Data in the aggregate and with other data and to create derivative datasets for use in BuyerSight’ products and services. 6.3 Customer represents and warrants that (i) Customer Data has been collected, processed and provided to BuyerSight in accordance with all applicable U.S. and international laws, including applicable data protection legislation, and Customer’s privacy policy, and (ii) Customer has provided any required notices and obtained any required consents concerning the collection, use, processing, transfer and disclosure of personal information contained in Customer Data. Customer will indemnify, defend, and hold BuyerSight harmless against any damages, losses, claims or judgments arising out of any violation of this Section 6.3. 7. Confidentiality. “Confidential Information” means all written or oral information, disclosed by one party (the “Discloser”) to the other (the “Recipient”), identified as confidential, as well as information that, based on its nature and the circumstances surroundings its disclosure, a reasonable person would consider to be confidential or proprietary. The Recipient will keep confidential any Confidential Information disclosed to it by the Discloser; provided such information shall not be considered proprietary once it is in the public domain by no fault of the Recipient. With respect to any Confidential Information, the Recipient shall: (i) maintain confidentiality using the same care that it would use for its own confidential information, but in any event with reasonable care; (ii) use the confidential information solely in connection with the Agreement; (iii) cease use of such confidential Information immediately upon termination of the Agreement and either return or destroy it upon request of the Discloser; and (iv) not attempt to reverse engineer or create derivate works from or using the Confidential Information. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given notice to the other, if legally permissible, and provided such assistance as may be reasonably requested to limit or prevent such disclosure. 8. Disclaimer. DISCLAIMER. THE SERVICES AND ALL DATA AND INFORMATION OBTAINED VIA THE SERVICES ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT UNDER APPLICABLE LAW, BUYERSIGHT MAKES NO WARRANTY OR GUARANTEE, EXPRESS OR IMPLIED, RELATING TO THE SERVICES OR CUSTOMER’S USE OF THE SERVICES, OR ANY DATA OR INFORMATION OBTAINED VIA THE SERVICES OR PROVIDED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND/OR FITNESS FOR A PARTICULAR PURPOSE. 9. Limitation of Liability. 9.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS TO PROCURE SUBSTITUTE SERVICES, LOSS OR CORRUPTION OF DATA OR DOCUMENTATION, USE OR INABILITY TO USE THE SERVICES, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 9.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT WITH RESPECT TO CUSTOMER’S BREACHES OF BUYERSIGHT’S PROPRIETARY RIGHTS SET FORTH IN SECTION 6, A PARTY’S BREACHES OF CONFIDENTIALITY OBLIGATIONS UNDER SECTION 7, THE TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THE AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION IN CONTRACT, TORT, OR STRICT LIABILITY, SHALL NOT EXCEED, THE AMOUNTS ACTUALLY PAID TO BUYERSIGHT BY CUSTOMER UNDER THE ORDER FORM UNDER WHICH THE CLAIM AROSE DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE CLAIM. 9.3 THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. The Limitation of Liability set forth above is a fundamental elements of the basis of the agreement between the parties and the parties would not enter into this Agreement absent such limitations. 10. Term and Termination. 10.1 Subscription Period. The period of access to the Services will be specified in the applicable Services Agreement (“Subscription Period”) and if no Services Agreement is executed, or no period is specified, the Subscription Period will be twelve (12) months. 10.2 Term. The term of this Agreement commences on the Effective Date and continues until all Subscription Periods, including any renewals thereof, have been terminated. 10.3. Termination. In addition to any termination rights set forth in this Agreement, a party may terminate the Agreement (i) for a breach of the Agreement by the other party, if such other party has not cured the breach within thirty (30) days of receiving notice that it is in breach; (ii) immediately, upon notice, if the other party (a) is adjudged insolvent or bankrupt, (b) has instituted against it, and not dismissed within thirty (30) days after filing, or institutes any proceeding seeking relief, reorganization or arrangement under any laws relating to insolvency, (c) makes any assignment for the benefit of creditors, (d) appoints a receiver, liquidator or trustee of any of its property or assets, or (e) liquidates, dissolves or winds up its business, or (iii) immediately if any change occurs in any applicable laws or regulations that would, in that party’s reasonable opinion, render the party’s performance hereunder illegal or otherwise subject to legal challenge. 10.4 Survival. Termination of this Agreement shall not affect either party’s accrued rights or obligations under this Agreement as they exist at the time of termination, or any rights or obligations that either expressly or by implication continue after this Agreement has ended 11. Compliance 11.1 Compliance with Laws. Each party shall comply with all laws, statutes, ordinances, codes, regulations and other pronouncements having the effect of law of any government authority with respect to the Services and any data or information contained in or derived from the Services. 11.2. Each party shall indemnify, defend and hold harmless the other party against any damages, losses, claims or judgments arising out of any violation of this Section 11. 12. Assignment. Except for assignment to affiliates, Customer may not assign or otherwise transfer this Agreement or any rights or obligations hereunder without the prior written consent of BuyerSight. BuyerSight may assign this Agreement to an affiliate or other entity without the written consent of Customer. Subject to the foregoing, this Agreement will be binding upon, enforceable by and inure to the benefit of the parties and their respective successors and assigns. 13. Amendment. Except as otherwise provided in this Agreement, this Agreement may be amended by the parties hereto at any time only by execution of an instrument in writing signed on behalf of each of the parties hereto. Any extension or waiver by any party of any provision hereto shall be valid only if set forth in an instrument in writing signed on behalf of such party. 14. Governing Law. This Agreement shall be governed by the laws of the State of New York (irrespective of its choice of law principles). Each party consents to the exclusive jurisdiction of the state and federal courts sitting in New York in any action, suit or proceeding hereunder. 15. Entire Agreement. This Agreement, together with any Services Agreements, schedules and exhibits attached hereto, all of which are incorporated by reference, sets forth the entire understanding of the parties hereto with respect to the transactions contemplated hereby. Any and all previous agreements and understandings between or among the parties regarding the subject matter hereof, whether written or oral, are superseded by this Agreement.