Terms and Conditions

These Spring Pond Partners (SPP) Terms and Conditions (the “Terms”) govern the license and use of SPP Data, Products and Services.  Additional or alternative provisions apply for certain purchases and are included (i) in the Additional Provisions applicable to Products or Services purchased (the “Additional Provisions”) or (ii) in the applicable Letter of Agreement or Order a Company executes to complete its purchase. These Terms, together with any applicable Additional Provisions and the Letter of Agreement or Order, constitute the valid, complete, and binding contract between Company and SPP (the “Agreement”).  If there is any conflict between the Terms and the Additional Provisions, the Additional Provisions shall prevail.  If there is any conflict between the Additional Provisions and a Letter of Agreement or Order, the Letter of Agreement or Order shall prevail.

1. Data. Data provided by SPP has been obtained in certain instances from sources outside SPP.  While such information is believed to be reliable for the purposes used, no representations are made as to the accuracy or completeness thereof, and neither SPP nor it affiliates has any liability in respect thereto.

2. Intellectual Property. Company acknowledges and agrees that SPP shall retain exclusive ownership of all rights, title and interest in and to all SSP Property and SPP Intellectual Property Rights (IPR). Company acknowledges that its use of the SPP Property and SPP IPR will not vest in Company any right, title or interest in or to the SPP Property or SPP IPR, other than the limited license rights granted under these Terms or a Letter of Agreement and all Intellectual Property Rights arising from such uses will be owned by SPP.

3. Licenses. The license applicable to particular Data, Products, Services and/or Materials shall be set forth in a Letter of Agreement or the Additional Provisions. If a license provision is not included in the Letter of Agreement or otherwise stated in the Additional Provisions, the following default provision shall apply:

During the Term of the Agreement, SPP grants Company (or a specified number of users) a non-exclusive, royalty-free, worldwide, revocable (for non-payment of Fees or breach), non-transferable and non-assignable license to access, use, reproduce and distribute the Data, Products, Services and/or Materials solely for Company’s internal business purposes.

Neither Company nor any individual user may sublicense, sell, transfer, assign to, display or otherwise make available the Data, Products, Services and/or Materials to any third party (including (i) a Company service provider, independent contractor, consultant or subcontractor, or any (ii) other Company divisions or Company Affiliates to which the license has not been extended under the Letter of Agreement) without SPP’s written permission, and any attempted sublicense, sale, transfer or assignment shall be void.

4. Company Responsibilities: User Compliance. Company is responsible for: (i) protecting against any unauthorized access to or use of, and (ii) compliance of those individuals allowed to access or use, the Data, Products, Services, Materials and/or Configured Deliverables. Company shall notify SPP promptly of any unauthorized access to or use of the Data, Products, Services, Materials and/or Configured Deliverables. Company shall ensure that it and those individuals allowed to access or use the Data, Products, Services, Materials and/or Configured Deliverables refrain from using the same in a manner that is libelous, defamatory, obscene, infringing or illegal, or otherwise abusing the material in any manner.

5. Feedback. Company acknowledges and agrees that any suggestions, enhancement requests, recommendations, or other feedback (collectively, "Feedback") provided by Company or any of its users to SPP may be incorporated by SPP into its Products, Services and/or Materials, and shall be considered SPP Property. Company agrees to assign, and hereby assigns to SPP all right, title and interest throughout the world in and to all Feedback including the Intellectual Property Rights in the Feedback, and shall assist SPP, at no cost to Company, to obtain and maintain for SPP such Intellectual Property Rights. Company shall sign or, as applicable, cause its users and related persons to sign such instruments as SPP deems reasonably necessary for SPP to obtain and maintain such Intellectual Property Rights.

6. Limitation of Liability. Neither party shall be liable for any of the following losses or damages (whether or not foreseen, direct, indirect, foreseeable, known or otherwise): (i) loss of profits (whether actual or anticipated), (ii) loss of revenue, (iii) loss of contracts, (iv) loss of anticipated savings, (v) loss of business, (vi) loss of opportunity, (vii) loss of goodwill, or (viii) any indirect, special or consequential loss or damage. Notwithstanding the foregoing, nothing shall limit SPP’s rights to damages arising from any infringement or misappropriation of SPP IPR, regardless of whether such infringement or misappropriation arises in connection with these Terms or any Letter of Agreement.

SPP and its Affiliates’ total aggregate liability arising out of or in connection with the performance or contemplated performance under the applicable Letter of Agreement (whether for tort (including negligence), breach of contract, breach of statutory duty or otherwise) shall in no event exceed the price paid or payable by Company to SPP under such Letter of Agreement within the 12 month period immediately before the date of the event giving rise to Company’s claim.

Nothing contained in these Terms or any Letter of Agreement shall exclude or limit either party’s liability for (i) death or personal injury caused by its or its Affiliate’s negligence, (ii) fraud or fraudulent misrepresentation, or (iii) any other matter for which it would be prohibited by applicable law to limit or exclude or attempt to limit or exclude liability.  In all such cases, a party’s liability shall be limited to the greatest extent permitted by applicable law.