Last Modified: 24 November 2016
Subscription Agreement
1. Upon execution of an authorization form (“Authorization Form”) issued by Crowd Analyzer or its duly authorized reseller (the “Reseller”), this Crowd Analyzer Subscription Agreement becomes a legally binding agreement (the “Agreement”) between Crowd Analyzer FZ-LLC (“Crowd Analyzer”) (which operates the crowdanalyzer.com website and provides its services (collectively, the “Services”)) and the Customer identified in such Authorization Form (each a “Party” and collectively, the “Parties”), regarding your use of the Services. Crowd Analyzer reserves the right from time to time to update or change any or all of this Agreement, in its sole discretion. If Crowd Analyzer does so, it shall post the modified version of this Agreement on its website at https://crowdanalyzer.com (the “Website”), though we will notify you of any changes that, in our sole reasonable discretion, will materially impact this Agreement. Continued use of the Services after any such changes have been made will constitute your consent to such changes. You are responsible for reviewing the most current version of this Agreement which is available at https://crowdanalyzer.com/subscription-agreement/ . When we change this Agreement, we will modify the “Last Modified” date on that page.
2. Subject to the terms, conditions and restrictions set forth in this Agreement, including payment of the fees for the Services (the “Subscription Fees”) set forth in the applicable Order Form (“Order Form”), Crowd Analyzer hereby grants, and Customer hereby accepts, a non-exclusive, non-transferable, right and license, to access and use, solely for its internal business purposes, such of the Services as are specified on the Order Form (or where the Services are sold by Crowd Analyzer’s Reseller, its order form may be the Order Form referred to herein) . Use of the Services is restricted and subject to the limitations set forth in the Order Form, if any, and this Agreement. During the Subscription Term, Crowd Analyzer will support the Service in accordance with the Support and Service Level Policy.
3. Customer’s subscription (“Subscription”) shall commence from the Subscription Start Date and continue through the Subscription End Date as set forth on the applicable Order Form (“Initial Subscription Term”). At the end date of the Initial Subscription Term the Subscription shall automatically renew for successive 12-month periods (each such renewal a “Renewal Subscription Term”), unless Customer provides Crowd Analyzer or the Reseller with written notice of non-renewal at least thirty (30) days prior to the end of the then current Subscription. Crowd Analyzer and the Reseller reserve their right to suspend or terminate, as they deem necessary, the Subscription where the Customer breaches or is suspected to be in breach of the terms of use of the Website and/or the Services pursuant to this Agreement, the Authorization Form and/or the Oder Form. All fees and charges of any Renewal Subscription Term shall remain the same as the preceding Subscription unless Crowd Analyzer or the Reseller has provided Customer with notice of any increase in the fees and/or charges at least sixty (60) days prior to the end of the then current Subscription.
4. All content within the Crowd Analyzer Website or Services subject of the Subscription, including, but not limited to, text, graphics, audio, video, photographs, software, inventions, surveys, logos or other materials (the “Materials”) are the intellectual property of, or are authorized for use by Crowd Analyzer, or its licensors or business partners including the Reseller, as well as all trademarks, service marks, copyrights, patents, database rights and trade secrets contained therein. The compilation, organisation and display of the content as well as all software and inventions used on and in connection with the Website or the Services are the exclusive property of Crowd Analyzer. Other than to the extent permitted by law, Customer may not print, copy, reproduce, distribute, publish, display or modify the Services or the Materials as well as the pertinent login details and passwords or in any other manner duplicate or create derivative works for the Services or Materials, in whole or in part, or translate, reverse engineer, decompile or disassemble the Services or the Materials, or otherwise attempt to derive the source code of the Services or the Materials.
5. You will be billed for the Services by Crowd Analyzer or its Reseller, and you will pay Crowd Analyzer or Reseller, as the case may be, in accordance with and subject to the applicable Order Form.
6. Customer may elect to upgrade its subscription to the Services at any time by notice to Crowd Analyzer or the Reseller, as the case may be. At any time at which Customer upgrades its subscription to the Services, Customer shall pay any additional fees associated with such additional Services and, to the extent Customer has already pre-paid fees for its then current Services, Customer shall pay (either to Crowd Analyzer or its Reseller, as the case may be), the incremental increase in fees for the upgraded Services over the existing Services in advance for the balance of the then-current Initial Subscription Term or Reports ! Renewal Subscription Term. Crowd Analyzer or its Reseller will invoice Customer for any additional fees related to the upgrade, such fees due in accordance with the payment terms as set out in the Order Form. Customer may not downgrade its Subscription at any time.
7. Customer agrees to cooperate with Crowd Analyzer in connection with Crowd Analyzer’s marketing activities (“Marketing Activities”) and permits Crowd Analyzer to do the following during the Initial Subscription Term or any Renewal Subscription Term(s) and in furtherance of the Marketing Activities (which the Parties agree is not an exhaustive or exclusive list but can be adapted in the Order Form): (i) mention Customer as an existing customer or as a reference, (ii) discuss non-confidential aspects of Crowd Analyzer’s relationship with Customer at seminars, conferences or other public forums, (iii) publish case studies regarding Customer’s use of Crowd Analyzer Services, and (v) publish Customer’s logos and trademarks in connection with the aforementioned marketing purposes.
8. This Agreement represents the Parties’ entire understanding relating to the purchase and use of the Services and supersedes any prior or contemporaneous, conflicting or additional, communications. No term or condition of this Agreement may be amended or waived except in a writing signed by an authorized representative of each of Crowd Analyzer and Customer. Customer agrees that any payment for Services is not contingent upon any future functionality or features. The Customer further understands and agrees that the Services are provided ‘as is’ without any warranties of any kind whether explicit or implied. Neither Crowd Analyzer nor the Reseller warrant the Services to fit for any specific use or purpose intended by the Customer, the results of any such use or the merchantability of the Services.
9. Customer and Crowd Analyzer have an independent contractor relationship. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement, and neither Customer nor Crowd Analyzer has any authority of any kind to bind the other party in any respect.
10. Crowd Analyzer makes no representation whatsoever regarding the content of any other websites, which you the Customer may access from the Website or is directed thereto in the course of provision of the Services. The Customer understands that when he/she/it accesses a non-Crowd Analyzer web site, that such website is independent from Crowd Analyzer and the Reseller and that neither Crowd Analyzer or the Reseller has control over the content on that website. A link to a non-Crowd Analyzer website does not mean that Crowd Analyzer or the Reseller endorses or accepts any responsibility for the content or use of such web site.
11. Under no circumstances, including, but not limited to, negligence, shall Crowd Analyzer and/or the Reseller be liable for any special or consequential damages that result from the use of, or the inability to use, the Services or the Website, even if Crowd Analyzer or the Reseller or their respective representatives have been advised of the possibility of such damages.
12. The Customers agrees that it shall not assign or transfer its Subscription under this Agreement to any third party
13. The Customer agrees use the Services according to the acceptable terms of use pursuant to the applicable law and this Agreement and shall indemnify Crowd Analyzer and/or the Reseller against claims, losses, damages, incurred costs and expenses arising from the Customer’s breach of this Agreement or any of the terms of use hereunder, the Authorization Form and/or the Order Form.
14. This Agreement shall be governed by the [laws of the UAE]. If any provision of this agreement is held to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.
15. All disputes arising from this Agreement shall be settled by arbitration according to the rules of the [DIFC-LCIA].