Acceptance of Terms
Please carefully read these terms before using the Terrain ROI Intelligence Platform.
Please carefully read these Terrain Terms of Service ("Agreement") before accessing, downloading or using the Terrain ROI Intelligence Platform and any related user documentation from the website of Terrain Intelligence, LLC d/b/a Terrain ROI Intelligence, a Colorado corporation with a business address at 27901 Pine Drive, Evergreen CO 80439 USA ("Terrain") or from any third-party online marketplace (the "Marketplace").
By using our Service, you agree that:
- You have read this Agreement and agree to all of its terms
- You consent to be bound by and are becoming a party to this Agreement
- If you do not agree, do not access, download or use the Service
If you are accepting this Agreement on behalf of your employer or another entity, you represent and warrant that:
- You have full legal authority to bind your employer, or the applicable entity, to the Agreement
- You have read and understand this Agreement
- You agree, on behalf of the party that you represent, to this Agreement
Your employer may have entered into a written agreement with Terrain which governs the use of the Service. Such written agreement may govern your use of the Service and takes precedence over this Agreement. As used in this Agreement, the term "You" means you and/or your employer as applicable.
1. License and Support
License Grant
Subject to the terms, conditions and restrictions set forth in this Agreement, and any additional terms set forth in the applicable Terrain and/or Marketplace order form ("Order Form"), Terrain hereby grants, and You hereby accept:
Service Access
A non-exclusive, non-transferable right to access and use the Terrain Service identified on the Order Form.
Documentation
Access to the user documentation provided with the Service for the subscription term specified on the Order Form.
Support Services
Terrain will provide support to You for the Service during the subscription term in accordance with the Terrain support level that You have purchased as indicated on the Order Form.
2. Term and Termination
Subscription Term
The term of this Agreement is the subscription term specified on the Order Form, which will automatically renew for the same period unless either party provides the other with 30 days prior notice of intent not to renew.
Termination for Breach
This Agreement may be terminated by Terrain if You breach this Agreement and fail to cure such breach within ten (10) days of receipt of notice of the breach from Terrain.
3. Billing
Our order process is conducted by our online reseller Paddle.com. Paddle.com is the Merchant of Record for all our orders. Paddle provides all customer service inquiries and handles returns.
4. Restrictions, Proprietary Rights, and Feedback
Prohibited Activities
You shall not:
- xDecompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover any source code, underlying ideas, user interface techniques or algorithms of the Service
- xEncumber, transfer, manufacture, distribute, sell, sublicense, assign, provide, lease, lend, use for timesharing or service bureau purposes
- xCopy, modify, adapt, translate, incorporate into or with other products or services, or create a derivative work
- xAttempt to circumvent any user limits, timing or use restrictions that are built into the Service
Proprietary Rights
You shall use the Service for your own purposes and shall not allow third parties to use the Service. The Service is the proprietary and confidential intellectual property of Terrain that contains trade secrets and is protected by copyright law.
Subject to any license granted hereunder, Terrain retains sole and exclusive ownership of all right, title, and interest in and to the Service and any and all enhancements, modifications, corrections and derivative works that are made to the Service, all of which will be considered part of the Service for the purposes of this Agreement and will be owned by Terrain.
Legal Compliance
You shall comply with all applicable laws in your use of the Service and shall not use the Service for any illegal, criminal or fraudulent purposes.
Feedback
You may, in your sole discretion, provide Terrain with suggestions, enhancement requests, recommendations, or other feedback related to the Service and Documentation provided hereunder ("Feedback"). You hereby assign to Terrain all right, title, and interest in and to any Feedback, including all intellectual property rights therein or relating thereto.
5. Confidentiality
Definition of Confidential Information
"Confidential Information" means any information which relates to the other party's business affairs, trade secrets, technology, research, development, pricing or terms of this Agreement.
Obligations
Each party shall:
- Maintain Confidential Information as confidential
- Not disclose except to employees, accountants, attorneys, advisors, affiliates, and third party service providers with a need to know
- Not copy or use for purposes other than the performance of this Agreement
- Protect all received Confidential Information with the same degree of care used with its own
Remedies for Breach
Breach of this Section may cause irreparable harm and damage. The disclosing party shall have the right to seek equitable and injunctive relief, and to recover damages including reasonable attorneys' fees and expenses.
Exceptions
Confidential Information shall not include information that:
6. Your Data and Privacy
Our Commitment
Terrain is committed to having technical, administrative, and system safeguards in place to secure any data that You provide to us under this Agreement and pursuant to Your use of the Service ("Customer Data"). As a result, Terrain has implemented industry standard procedures, practices and infrastructure to protect all Customer Data.
How We Use Your Data
- Solely to enable Your use of the Service
- To improve the Service
- In compliance with all applicable data protection laws
- In accordance with our Privacy Policy
Contact Us
If You have any questions regarding the handling and protection of Customer Data or the Terrain Privacy Policy, please contact us at privacy@terrainroiintelligence.com.
Important Notice
Please note: You agree not to include any personally identifiable information in any queries or comments that You submit in Your use of the Service. Terrain shall not be responsible for lost data resulting from purging queries or comments in the event of a data subject access or deletion request.
7. Warranty Disclaimer
Important Legal Notice
TERRAIN DOES NOT MAKE OR GIVE ANY REPRESENTATION, WARRANTY, OR COVENANT OF ANY KIND, including any warranty that the Service will be:
- Uninterrupted
- Error free
- Free of harmful components
- Secure or suitable for your intended use
The Service is provided "AS-IS" and "AS-AVAILABLE."
Terrain makes no and disclaims all warranties in relation to the Service, Documentation, express, implied, statutory, or otherwise, including, but not limited to, warranties of noninfringement, merchantability and fitness for a particular purpose.
8. Limitation of Liability
Liability Cap
THE CUMULATIVE LIABILITY OF TERRAIN to You for all claims arising under or related to this Agreement, whether in contract, tort or otherwise, shall not exceed the total amount of fees paid to Terrain under the applicable Order Form within the year preceding the claim.
Exclusion of Damages
In no event will Terrain or its suppliers be liable to You or any other party for:
- Damages for loss of data
- Lost profits
- Any indirect, special, incidental or consequential damages
This applies even if Terrain has been advised of the possibility of such damages or is negligent.
9. General Provisions
1Entire Agreement
This Agreement is the complete and exclusive statement of the parties' agreement and supersedes all proposals or prior agreements, oral or written, and all other communications between the parties relating to the subject matter hereof. If this Agreement conflicts with any of the terms or conditions of any Order Form, then this Agreement shall take precedence.
2Waiver
Any waiver or modification of the provisions of this Agreement will be effective only if in writing and signed by the party against whom it is to be enforced. If any provision of this Agreement is held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
3Notices
All notices or other communications required to be given hereunder shall be in writing and delivered either by:
- U.S. mail, certified, return receipt requested, postage prepaid
- Overnight courier
- As otherwise requested by the receiving party
Send to:
Terrain, 27901 Pine Drive, Evergreen, CO 80439
Email: legal@terrainroiintelligence.com, Attn: Legal Counsel
4Assignment
This Agreement may not be assigned by You without Terrain's prior written consent.
5Compliance with Laws
Each party will be responsible for compliance with all legal requirements related to its performance under this Agreement, including all applicable U.S. export laws and those laws related to the protection, privacy and disclosure of data and information.
Our Compliance Commitment
Terrain is committed to conducting its business ethically and in full compliance with all applicable U.S. laws and regulations, including the FCPA, the U.K. Bribery Act 2010, and other applicable anti-corruption laws, economic and trade sanctions, and export controls.
Terrain reserves the right to utilize monitoring tools and technical controls to identify any user or account access from sanctioned or embargoed jurisdictions. If Terrain identifies access, authentication, transactions or payment originating from a Sanctioned Person or Sanctioned Jurisdiction, it will be immediately terminated to maintain compliance with International Trade Laws.
6Force Majeure
Terrain will not be responsible for any failure to perform due to causes beyond its reasonable control, including, but not limited to, acts of God, terrorism, war, riot, embargoes, fire, floods, earthquakes, or strikes. Terrain will give You prompt notice of the Force Majeure Event.
7Governing Law and Disputes
This Agreement and any dispute arising hereunder shall be governed by and interpreted and construed in accordance with the laws of the State of Colorado, without regard to its conflicts of law principles.
Jurisdiction: Federal and state courts located in Denver, Colorado. Each party consents to the exclusive personal jurisdiction and venue of such courts.
8Survival
Sections 4 through 9 of this Agreement shall survive any termination of this Agreement.