Click-Wrap License Agreement

IMPORTANT – READ CAREFULLY: This Click-Wrap License Agreement (this “License”) is a legal contract between you (“You”) and clypd, inc., a Delaware corporation (“clypd”), which governs Your access to and use of the clypd website and software (collectively, the “Site”), data accessible on the Site (the “Data”), and all related services (the “Services” and collectively with the Site and the Data and any documents or software licensed by clypd and used in the Site, the Data and the Services, the “Technology”). clypd has granted a limited, non-sub-licensable, non-transferable, non-exclusive license to access and use certain of the Technology to a third-party (the “Licensee”). You are accessing the Technology through the Licensee pursuant to an agreement (as may modified, amended or restated from time to time, the “Agreement”) between clypd and the Licensee. BY CLICKING THE “I ACCEPT” BUTTON BELOW, OR BY USING ANY OF THE TECHNOLOGY, YOU AGREE (i) THAT YOU HAVE HAD THE OPPORTUNITY TO READ AND UNDERSTAND THE AGREEMENT, (ii) TO BE BOUND BY THE TERMS OF THE AGREEMENT AND (iii) THAT EACH OF THE TERMS AND CONDITIONS OF THE AGREEMENT ARE MATERIAL. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT USE THE TECHNOLOGY.

  1. Limited License. Subject to the Agreement, grants You a limited, non-exclusive, and non-transferable right to use the Technology for the benefit of the Licensee.
  2. Registration; User ID. As a condition to using the Technology, You may be required to register an account with clypd and select a User ID. You shall provide clypd with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this License, which may result in immediate termination of the license granted hereunder. You may not select or use a User ID which is (i) the name of another person or entity with the intent to impersonate that person or entity or (ii) a name subject to any rights of a person other than You without appropriate authorization. clypd reserves the right to refuse registration of, modify or cancel a User ID in its sole discretion. You shall be solely responsible for the activity that occurs on Your account, and must keep Your account password secure. You are responsible for maintaining user information within the Technology. You are solely responsible for maintaining security of User ID and for all access to and use of the Technology by Your User ID, whether or not You have knowledge of or authorize such access and use. You must notify clypd immediately of any breach of security or unauthorized use of Your User ID. Although clypd will not be liable for Your losses caused by any such unauthorized use, You may be liable for the losses of clypd or others due to such unauthorized use.
  3. Security; Privacy. You agree not to (i) use or launch any automated system, including without limitation, “robots,” “spiders,” or “offline readers” that accesses the Technology in a manner that sends more request messages to the clypd servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser and (ii) collect, harvest or distribute any Data, including without limitation any personally identifiable information, including User IDs, from the Technology. The clypd Privacy Policy is posted on the Site, and You acknowledge the acceptance of the Privacy Policy in agreeing to the terms of this License.
  4. Intellectual Property; Legal Compliance; Rights In The Data; Ideas And Concepts. Title, ownership rights, and intellectual property rights in and to the Technology, including but not limited to, the text, software, scripts, graphics, names, photos, sounds, music, videos, interactive features and the like in the Technology, as well as their selection and arrangement, and including without limitation the trademarks, service marks and logos contained therein, and any copies or portions thereof (collectively, the “Assets”), shall remain in clypd and its licensors. The Assets are protected by copyright, trademark, patent, trade secret and/or other intellectual property laws. Any unauthorized use of the Assets or removal or modification of any copyright or proprietary rights notice of clypd, in whole or in part, violates the law and the terms of this License. As a condition to Your access and use of the Technology, You represent, warrant and covenant that (i) You will not use the Technology: (a) to infringe the intellectual property rights or proprietary rights, or rights of publicity or privacy, of any third party or (b) to violate any applicable law, statute, ordinance or regulation, (ii) Your use of the Technology will (y) comply with all applicable licenses and Federal, State and local laws, orders, rules and regulations, including but not limited to, privacy and data protection laws rules or regulations and (z) not violate, conflict with or breach any other agreement to which you are a party. All right, title and interest in the Data, in all languages, formats and media throughout the world, including all copyrights, are and will continue to be the exclusive property of clypd and its licensors. Any and all title, ownership rights, and intellectual property rights concerning any ideas, concepts, suggestions, improvements, enhancements, materials and the like that You provide to clypd relating to the Technology shall become the exclusive property of clypd and may be used for its business purposes in its sole discretion without any payment, accounting, remuneration or attribution to You.
  5. Term And Termination; Early Termination. This License commences on the date You click agree below and it shall continue in full force and effect for a period of one year, and shall automatically renew for successive one-year periods unless sooner terminated as hereinafter provided (the “Term”). Either You or clypd may terminate this License (i) upon 30 days’ prior written notice to the other or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors un-dismissed for a period of 60 days.
  6. Automatic Communications; Pooling And Use Of Data; Upgrades. You acknowledge that the Technology may perform automatic communications with clypd servers over the internet periodically and by default to transmit bug fixes, patches, upgrades and enhancements. You hereby consent to such communications. You agree that Your User ID, keystroke data and other data transmitted to clypd servers through the Technology (collectively, “Your Data”) may be collected and pooled by clypd for analysis, comparison, bench-marking, product development and improvement as part of clypd’s ongoing effort to deliver value-added services and improvements to the Technology. None of Your Data which is “personally identifiable” shall be shared or otherwise disclosed by clypd, and shall be stored and maintained in strict compliance with all applicable privacy laws. To the extent that clypd’s use of Your Data would require a license, You hereby automatically and forever grant clypd an unlimited, sub-licensable, transferable license thereto, without compensation therefore.
  7. Third Party Software, Services And Websites. Features in the Technology may take advantage of third-party software which requires notices and/or additional terms and conditions, and which may change or be restricted from time to time. clypd is not responsible for any third-party software. Services provided through a third party under contract with clypd are governed by the third party’s privacy policy and terms and conditions. The Site may contain links to third party websites that are not owned or controlled by clypd. clypd has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites. In addition, clypd will not and cannot censor or edit the content of any third-party website. You agree that bug fixes, patches, upgrades and enhancements may be rolled out by clypd from time-to-time in its discretion, without Your notice or consent.
  8. Nielsen Information. If You are an advertiser, agency and other media buyer, to the extent that any information (“Nielsen Information”) is made available to the Licensee or You via the Technology that belongs to or derives from clypd’s licensor, The Nielsen Company (US), LLC (“Nielsen”), the following terms apply. Such Nielsen Information is made available solely for your confidential internal use within the United States of America in connection with its business as an agency or advertiser (as applicable). You may only use such Nielsen Information internally except that You may disclose “Limited Excerpts” (meaning Nielsen Information that is not of sufficient quantity or quality as to have independent commercial value, as determined by Nielsen in its sole discretion) to: if you are an agency, (i) Your advertiser clients and in connection with prospective clients for whom You perform media planning and/or ad-buying services (or in the case of prospects, seeks to provide such services), or (ii) to stations, and networks, in each case, who subscribe to the same Nielsen Information; and if you are an advertiser, (i) to Your media planning and/or ad-buying service providers.  Any disclosure must be accurately sourced to Nielsen, may not claim Nielsen as the source of any independently generated information, and may not be presented in a misleading manner. You may only use Limited Excerpts of Nielsen Information for the creation of audience definitions to determine universe estimates and for posting with advanced audiences in connection with their business as an agency and/or advertiser (as applicable), and for no other purpose. Without limiting any other provision of this License, You agree (a) that the Nielsen Information is the confidential and proprietary information of Nielsen, and (b) to treat the Nielsen Information provided under the Agreement as confidential information and not disclose such confidential information, other than as provided in this License, without Nielsen’s prior written consent. You shall not decompile, reverse engineer, disassemble, sublicense, distribute, dispose of, modify, adapt or translate, or remove any proprietary or copyright legend from, any Nielsen Information.

You recognize that Nielsen Information represents Nielsen’s opinion based on its analysis of data and information, including data from sample households and other sources that may not be under Nielsen’s control, and that Nielsen cannot guarantee the accuracy of Nielsen Information.  Without limiting the foregoing, NIELSEN DISCLAIMS AND YOU HEREBY WAIVE, ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, TO YOU OR TO ANY THIRD PARTY, CONCERNING THE NIELSEN INFORMATION, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, QUALITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND NONINFRINGEMENT.  The foregoing disclaimer shall not act as or constitute an admission by Nielsen that the Nielsen Information constitutes goods, commodities or tangible personal property under applicable law. You agree that You (i) will not attempt to obtain the name or location of or to contact any household or person furnishing information to Nielsen (a “Respondent or Nielsen Household”), (ii) will keep any information it may learn about any Respondent or Nielsen Household confidential, (iii) will not use such information, and (iv) will promptly notify Nielsen if Media Buyer learns, or should reasonably know in lieu of receipt, it received such information. You will not permit any employee, or a member of an employee’s household, to become a Respondent or Nielsen Household.

  1. Indemnity. You shall indemnify, defend and hold harmless clypd, its affiliates and subsidiaries, and each of their officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, penalties, fines and expenses (including but not limited to attorneys’ fees) arising from Your (i) improper use of the Technology, (ii) failure to comply with any term of this License or the Agreement or with any applicable provision of law and (iii) violation of any third-party right, including, without limitation, any copyright, property, or privacy right or any applicable laws and regulations. The foregoing obligations will survive the expiration or termination of this License. To the extent that any Nielsen Information is made available to the Licensee or You via the Technology, You also shall defend, indemnify and hold harmless Nielsen, its officers, directors, employees, affiliates, subsidiaries, shareholders, and clients from and against any and all potential or actual losses, liabilities, damages, demands, suits, causes of action, judgments, costs or expenses (including court costs and reasonable attorneys’ fees) incurred by Nielsen in connection with, based on or arising from Your disclosure or use of Nielsen Information.
  2. clypd Limited Warranties; Indemnification. clypd represents and warrants to You that: (i) it has authored and/or created the Technology and that that the provision to or use thereof by You as contemplated hereunder will not infringe any copyright, patent, utility model, corporate name, domain name, trade secret, trademark, service mark, publicity, moral rights, design, know-how, privacy or any other intellectual property rights of any third party; (ii) clypd and the Technology shall comply with all applicable licenses and federal, state and local laws, orders, rules and regulations, including but not limited to, privacy and data protection laws rules or regulations; (iv) clypd’s performance of any services hereunder will not violate, conflict with or breach (a) the applicable terms of service/use, privacy policy, or any agreement or representations which apply to You; or (b) any other agreements to which clypd may be bound, including without limitation any agreement under which clypd provides Technology to Licensee. clypd shall defend, indemnify and hold You harmless from and against any and all potential or actual losses, liabilities, damages, demands, suits, causes of action, judgments, costs or expenses (including court costs and reasonable attorneys’ fees) incurred by You in connection with, based on or arising from: (1) the Technology infringing or misappropriating any third party’s intellectual property rights, (2) clypd’s, its employees’, or agents’ breach of any warranty or covenant contained in this Section 10, (3) clypd’s, its employees’, or agents’ negligence, willful misconduct, fraud, misrepresentation, or violation of law in connection herewith; or (4) clypd’s breach of its obligations to You related to the Technology.
  3. WARRANTY DISCLAIMER. OTHER THAN AS SET FORTH IN SECTION 10, TO THE EXTENT PERMITTED BY APPLICABLE LAW, CLYPD PROVIDES THE TECHNOLOGY “AS IS” AND WITHOUT WARRANTY OF ANY KIND, AND HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, ACCURACY, RELIABILITY, AND NON-INFRINGEMENT. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS LICENSE.
  4. LIMITATION OF LIABILITY. OTHER THAN AS SET FORTH IN SECTION 10, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, SHALL CLYPD, ITS MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE TO YOU OR ANY OTHER PERSON CLAIMING THROUGH YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF clypd SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE Technology by You MUST COMMENCE WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
  5. Notices. clypd may provide You with any notice required hereunder via email, regular mail and/or postings on the Site.
  6. Export Controls. You shall comply with all export laws and restrictions and regulations of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or other United States or foreign agency or authority, and You shall not export, or allow the export or re-export of any of the Technology in violation of any such restrictions, laws or regulations. By using the Technology, You agree to the foregoing and represent and warrant that You are not located in, under the control of, or a national or resident of any restricted country.
  7. Assignment; Third-Party Beneficiaries. This License, and any rights and licenses granted hereunder, may not be transferred or assigned by You for any reason whatsoever (including, without limitation, by operation of law, merger, reorganization, or as a result of an acquisition or change of control involving You) without the prior written consent of clypd, which consent may be withheld in the sole discretion of clypd. Any action or conduct in violation of the foregoing shall be void and without effect. clypd expressly reserves the right to freely assign this License and to delegate any of its obligations hereunder. The parties acknowledge and agree that The Nielsen Company (US), LLC is a third-party beneficiary of this License.
  8. Amendment. This License may be amended by a writing signed by both parties. Notwithstanding the foregoing, clypd may amend this License at any time and from time-to-time by providing a copy of such amendment to You not less than 60 days prior to its intended effective date. Use of the Technology by You following such notification period shall constitute Your acceptance of the terms of this License as so amended.
  9. Miscellaneous
    1. This License, together with the Privacy Policy and any invoice relating hereto, constitutes the complete agreement concerning the matters hereof and supersedes all prior agreements and representations between the parties hereto.
    2. If any provision of this License is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable and the remainder of the Agreement shall remain enforceable as written.
    3. The failure of either party to act with respect to a breach of this License does not constitute a waiver and shall not limit such party’s rights with respect to such breach or any subsequent breaches.
    4. This License shall be governed by and construed under the laws of the Commonwealth of Massachusetts without regard to its conflicts of law principles. You agree that: (i) the Site shall be deemed solely based in Massachusetts and (ii) the Site shall be deemed a passive website that does not give rise to personal jurisdiction over clypd, either specific or general, in jurisdictions other than Massachusetts. Each party hereby submits to the exclusive jurisdiction and venue of the State and Federal courts sitting in Boston, Massachusetts in any action or proceeding arising out of or relating to this License and agrees that all claims in respect of the action or proceeding shall be heard and determined in any such court.
    5. This License is void where prohibited by law and the right to use the Technology in such jurisdictions is revoked.
    6. The Site is controlled and offered by clypd from its facilities in the United States of America. clypd makes no representations that the Site is appropriate or available for use in other locations. Those who access or use the Site from other jurisdictions do so at their own volition and are responsible for compliance with local laws.
    7. In the event any action is brought to enforce this License, the prevailing party shall be entitled to recover its costs of enforcement including, without limitation, reasonable attorneys’ fees and court costs. 
    8. Words used herein, regardless of the number and gender specifically used, shall be deemed and construed to include any other number (singular or plural), and any other gender (masculine, feminine or neuter), as the context may require.
    9. The titles and headings of the various sections and sections in this License are intended solely for convenience of reference and are not intended for any other purpose whatsoever, or to explain, modify or place any construction upon or on any of the provisions of this License.
    10. You hereby acknowledge that You have read and understand this License and You agree to be bound by its terms.

Updated On: 2018-01-24 10:59:25