Website Terms and Conditions

Last Updated: March 4, 2019

1. Acceptance of the Terms and Conditions.

1.1. Considdr, Inc. (herein referred to as “Considdr,” “we,” “us” or “our”) provides and makes available this web site (the “Site”). All use of the Site is subject to the terms and conditions contained in these Website Terms and Conditions (this “Agreement”). Please read this Agreement carefully. By accessing, browsing or otherwise using the Site, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not accept the terms and conditions of this Agreement, you shall not access, browse or use the Site. You understand and agree that your use of our customized online and web-based search engine products and services (“Considdr Products”) shall not be governed by this Agreement, but rather by your company’s or organization’s agreement with Considdr covering such Considdr Products. However, please note that your access to and use of the Site and any Considdr Products is also subject to Considdr’s Privacy Policy.

1.2. You understand and agree that we may change this Agreement at any time without prior notice. You may read a current, effective copy of this Agreement at any time by selecting the “Terms of Use” link on the Site. The revised terms and conditions will become effective will become effective upon posting to the Site. Any use of the Site after such date shall constitute your acceptance of such revised terms and conditions. If any change to this Agreement is not acceptable to you, your sole remedy is to cease accessing, browsing and otherwise using the Site.

2. Use of the Site.

2.1. This Site contains material, including but not limited to software, text, graphics and images (collectively referred to as the “Content”). We may own the Content or portions of the Content may be made available to us through arrangements that we have with third-parties. The Content is protected by United States and foreign intellectual property laws. Unauthorized use of the Content may result in violation of copyright, trademark, and other laws. You have no rights in or to the Content, and you will not copy the Content and will only access and use the Content for your personal purposes. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of any of the Content on any other web site or computer network for any purpose is expressly prohibited. If you violate any part of this Agreement, your right to access and/or use the Content and Site shall automatically terminate.

2.2. The trademarks, service marks, and logos of Considdr (the “Considdr Trademarks”) used and displayed on this Site are registered and unregistered trademarks or service marks of Considdr. Other company, product, and service names located on the Site may be trademarks or service marks owned by third-parties (the “Third-Party Trademarks”, and, collectively with the Considdr Trademarks, the “Trademarks”). Nothing on this Site or in this Agreement should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on this Site without the prior written consent of Considdr specific for each such use. The Trademarks may not be used to disparage Considdr or the applicable third-party, Considdr’s or third-party’s products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any web site is prohibited without Considdr’s prior written consent. All goodwill generated from the use of any Considdr Trademark shall inure to Considdr’s benefit.

2.3. You agree not to: (a) take any action that imposes an unreasonable load on the Site’s infrastructure, (b) use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or any activity being conducted on the Site, (c) attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or making up the Site, (d) delete or alter any material posted on the Site by Considdr or any other person or entity, or (e) frame or link to any of the materials or information available on the Site.

2.4. The Site contains links to third-party web sites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact a representative of those External Sites if you have any concerns regarding such links or any content located on such External Sites.

We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of any materials on such External Sites. You should take precautions when downloading files from all web sites to protect your computer from viruses and other destructive programs. If you decide to access any External Sites, you do so at your own risk.

2.5. Certain elements of the Site are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to, the use of framing or mirrors, except as otherwise expressly permitted by Section 2.1 of the Agreement. None of the Content for this Site may be retransmitted without the express written consent from Considdr for each and every instance.

2.6. You may from time to time provide suggestions, comments for enhancements or functionality or other feedback (“Feedback”) to us with respect to the Site or Content. We shall have full discretion to determine whether or not to proceed with the development or implementation of any Feedback. You hereby grant Considdr a royalty-free, fully paid up, worldwide, transferable, sublicenseable, irrevocable, perpetual license to (a) copy, distribute, transmit, display, perform, and create derivative works of the Feedback; and (b) use the Feedback and/or any subject matter thereof, including without limitation, the right to develop, manufacture, have manufactured, market, promote, sell, have sold, offer for sale, have offered for sale, import, have imported, rent, provide and/or lease products or services which practice or embody, or are configured for use in practicing, the Feedback and/or any subject matter of the Feedback.

3. Limitation of Liability and Disclaimer of Warranties.

3.1. CONSIDDR, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (COLLECTIVELY, THE “CONSIDDR PARTIES“) MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE SITE OR CONTENT, INCLUDING BUT NOT LIMITED TO ITS ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS OR RELIABILITY. THE CONSIDDR PARTIES SHALL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY OR COMPLETENESS OF THE SITE OR CONTENT OR ANY OTHER INFORMATION CONVEYED TO THE USER OR FOR ERRORS, MISTAKES OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE THE SITE AND THE CONTENT AT YOUR OWN RISK.

THE CONSIDDR PARTIES DO NOT WARRANT THAT THE SITE WILL OPERATE ERRORFREE OR THAT THE SITE, ITS SERVER, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE SITE OR THE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NO CONSIDDR PARTY SHALL BE RESPONSIBLE FOR THOSE COSTS.

THE SITE AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. THE CONSIDDR PARTIES DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NONINFRINGEMENT OF THIRD PARTIES RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.

3.2. IN NO EVENT SHALL ANY CONSIDDR PARTY BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE SITE AND THE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH CONSIDDR PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

3.3. SOME STATES DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, IN SUCH STATES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU, AND THE LIABILITY OF THE CONSIDDR PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

3.4. IF YOU ARE FROM NEW JERSEY, THE FOREGOING SECTIONS 3.1 AND 3.2 ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

4. Indemnification.

4.1. You agree to defend, indemnify, and hold harmless the Considdr Parties from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of this Agreement or your access to, use or misuse of the Content or Site. Considdr shall provide notice to you of any such claim, suit, or proceeding. Considdr reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Considdr’s defense of such matter.

5. Termination of the Agreement.

5.1. Considdr reserves the right, in its sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Site or the Content at any time and for any reason without prior notice or liability. Considdr reserves the right to change, suspend, or discontinue all or any part of the Site or the Content at any time without prior notice or liability.

5.2. Sections 2 (Use of the Site), 3 (Limitation of Liability and Disclaimer of Warranties), 4 (Indemnification), 5 (Termination of the Agreement), and 8 (Miscellaneous) shall survive the termination of this Agreement.

6. User Must Comply with Applicable Laws.

6.1. This Site is hosted in the United States. We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Site or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

6.2. The United States controls the export of products and information. You expressly agree to comply with such restrictions and not to export or re-export any of the Content to countries or persons prohibited under the export control laws. By downloading the Content, you are expressly agreeing that you are not in a country where such export is prohibited or are a person or entity for which such export is prohibited. You are solely responsible for compliance with the laws of your specific jurisdiction regarding the import, export, or re-export of the Content.

7. U.S. Government Restricted Rights.

7.1. The Content is provided with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the Government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Use of the Site or Content by the Government constitutes acknowledgement of our proprietary rights in the Site and Content.

8. Miscellaneous.

8.1. This Agreement is governed by the internal substantive laws of the Commonwealth of Massachusetts, without respect to its conflict of laws provisions. You expressly agree to submit to the exclusive personal jurisdiction of the state and federal courts located in the City of Boston in the Commonwealth of Massachusetts. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. Failure of Considdr to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against Considdr unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by Considdr and you, this Agreement constitutes the entire Agreement between you and Considdr with respect to the subject matter, and supercedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees. Any information submitted or provided by you to the Site might be publicly accessible. Important and private information should be protected by you.

Evaluation Terms of Service

Last Updated: March 4, 2019

BY ACCEPTING THESE EVALUATION TERMS OF SERVICE (THIS “AGREEMENT”), EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT, IN WHICH CASE THE TERM “COMPANY” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE CONSIDDR SERVICE (AS DEFINED BELOW).

This Agreement, by and between Company and Considdr, Inc., a Delaware corporation (“Considdr”), will be effective as of the date you accept this Agreement as set forth above (the “Effective Date”) and will govern Company’s use of the Considdr Service during the Evaluation Period (both as defined below). Considdr reserves the right, at its sole discretion, to change or modify portions of this Agreement at any time without further notice. If Considdr makes any such material changes or modifications, Considdr will notify Customer through a pop-up notice, e-mail or other reasonable means. Customer’s continued use of the Considdr Service after any such changes or modifications constitutes acceptance of such changes or modifications. Each of Considdr and Customer may be referred to herein individually as a “Party” or collectively as “Parties.

1. Access and Use of Considdr Services.

a. Subject to the terms and conditions of this Agreement, Considdr hereby grants to Company a limited, non-exclusive, non-sublicenseable, non-transferable right to access and use Considdr’s online and web-based search engine as customized for Company and made available by Considdr to Company as a service over the Internet (the “Considdr Service”), during the Evaluation Period, solely to evaluate the Considdr Service and determine whether Company desires to enter into a definitive agreement with Considdr to access and use the Considdr Service after the Evaluation Period (the “Definitive Agreement”).

b. Except as expressly permitted hereunder, Company shall not and shall not permit or authorize any third party to: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Considdr Service; (ii) copy, distribute, modify, translate or create derivative works based on the Considdr Service; (iii) use the Considdr Service for timesharing or service bureau purposes or otherwise share the Considdr Service with, or use the Considdr Service for the benefit of, third parties; or (iv) use the Considdr Service other than as expressly permitted in Section 1(a).

c. Considdr reserves any and all right, title and interest in and to the Considdr Service, and all improvements, modifications, updates and enhancements thereto, and derivatives thereof, including all related intellectual property rights, other than the rights expressly granted to Company in this Agreement. Considdr may monitor Company’s use of the Considdr Service and may make use of such data for its internal purposes and functions, including to improve the Considdr Service.

2. No Cost Evaluation

During the Evaluation Period, Considdr will not charge Company for its use of the Considdr Service. If Company wants to continue using the Considdr Service after the Evaluation Period, the Parties must enter into a Definitive Agreement.

3. Evaluation Period.

This Agreement will commence on the Effective Date and continue until the earlier of (a) thirty (30) days thereafter, (b) Company and Considdr entering into the Definitive Agreement and (c) termination of this Agreement by either Party upon at least ten (10) days’ prior written notice to the other Party (the “Evaluation Period”). Upon expiration or termination of this Agreement, all rights granted to Company under this Agreement with respect to the Considdr Service shall immediately terminate, and Company will (i) cease use of the Considdr Service and (ii) promptly return all copies or other embodiments of Considdr’s Confidential Information under Company’s control to Considdr, in each case at Company’s sole expense; provided, that, the foregoing clauses (i) and (ii) will not apply if Company and Considdr execute the Definitive Agreement prior to the conclusion of the Evaluation Period, at which point the use of the Considdr Service and Considdr’s Confidential Information will be governed by the Definitive Agreement. Sections 1(b), 1(c), and 2 through 10 of this Agreement shall survive termination of this Agreement.

4. Confidential Information.

a. “Confidential Information” means, subject to the exceptions set forth in the following sentence, any information or data, regardless of whether it is in tangible form, disclosed by either Considdr or Company (the “Disclosing Party”) that the Disclosing Party has either marked as confidential or proprietary, or has identified in writing as confidential or proprietary within thirty (30) days of disclosure to the other party (the “Receiving Party”); provided, however, that a Disclosing Party’s business plans, strategies, technology, research and development, current and prospective customers, billing records, and products or services will be deemed Confidential Information of the Disclosing Party even if not so marked or identified. Considdr’s Confidential Information includes, without limitation, the Considdr Service and any information related thereto (including any related login credentials). Information will not be deemed Confidential Information if such information: (i) is known to the Receiving Party prior to receipt from the Disclosing Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (ii) becomes known (independently of disclosure by the Disclosing Party) to the Receiving Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (iii) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the Receiving Party; or (iv) is developed independently by the Receiving Party without use of any Confidential Information of the Disclosing Party. Each party agrees that it will use the Confidential Information of the other party solely to perform its obligations or exercise its rights under this Agreement. Neither Considdr nor Company will disclose, or permit to be disclosed, the other party’s Confidential Information directly or indirectly, to any third party without the other party’s prior written consent. Both Considdr and Company will use commercially reasonable measures to protect the confidentiality and value of the other party’s Confidential Information.

b. Notwithstanding any provision of this Agreement, either Party may disclose the other Party’s Confidential Information, in whole or in part: (i) to its employees, officers, directors, consultants and professional advisers (e.g., attorneys, auditors, financial advisors, accountants and other professional representatives) who have a need to know and are legally bound to keep such Confidential Information confidential by confidentiality obligations or, in the case of professional advisors, are bound by ethical duties to keep such Confidential Information confidential consistent with the terms of this Agreement; and (ii) as required by law (in which case each party will provide the other with prior written notification thereof, will provide such party with the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law).

5. Feedback.

To the extent Company provides any suggestions, comments or other feedback related to the Considdr Service to Considdr or its authorized third party agent(s) (“Feedback”), Company hereby grants Considdr a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, sublicenseable, transferable license to copy, display, distribute, perform, modify and otherwise use such Feedback or subject matter thereof in any way and without limitation.

6. Disclaimer.

THE CONSIDDR SERVICE IS PROVIDED ON AN “AS-IS” BASIS AND CONSIDDR MAKES NO, AND DISCLAIMS ANY AND ALL, EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, THOSE OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. COMPANY ACKNOWLEDGES THAT THE CONSIDDR SERVICE MAY NOT PERFORM AS INTENDED OR EXPECTED.

7. Limitation of Liability and Indemnity.

REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), IN NO EVENT SHALL CONSIDDR BE LIABLE FOR DIRECT, INDIRECT, CONSEQUENTIAL OR OTHER DAMAGES OF ANY KIND ARISING FROM THIS AGREEMENT OR COMPANY’S USE OF THE CONSIDDR SERVICE, EVEN IF CONSIDDR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY AGREES TO INDEMNIFY AND HOLD HARMLESS CONSIDDR FROM ANY AND ALL CLAIMS THAT COMPANY OR ANY OTHER PERSON MAY MAKE AGAINST CONSIDDR AS A RESULT OF COMPANY’S USE OF THE CONSIDDR SERVICE, INCLUDING ANY AND ALL CLAIMS RELATED TO ANY COMPANY DATA OR CONTENT THAT COMPANY UPLOADS, INPUTS OR OTHERWISE STORES ON THE CONSIDDR SERVICE.

8. General.

The terms and conditions of this Agreement are severable. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Company may not assign this Agreement without Considdr’s prior written consent. This Agreement is freely assignable by Considdr. Any assignment or attempted assignment otherwise than in accordance with this Section shall be null and void. Subject to the foregoing, this Agreement will be binding on the Parties and their successors and assigns. Both Parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and amendments must be in a writing signed by both Parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and a Party does not have any authority of any kind to bind the other Party in any respect whatsoever. This Agreement is governed by the laws of the Commonwealth of Massachusetts, United States of America (excluding its conflict of law rules). For all disputes relating to this Agreement, each Party submits to the exclusive jurisdiction of the state and federal courts located in Suffolk County, Massachusetts and waives any jurisdictional, venue, or inconvenient forum objections to such courts. Failure by either Party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.