ENGINE International, Inc. Online Services Terms of Use

These Terms of Use (“Terms”) govern your use of and access to ENGINE International’s online services, applications and websites (“Services”). Our Privacy Policy explains how we collect and use your information. By using the Services, you are agreeing to be bound by these Terms. If you are using the Services on behalf of an organization, you are agreeing to these Terms on behalf of that organization.

Your Property

When you use the Services, you may provide ENGINE International with your property (e.g., files, content, email messages, contacts, etc.) (“Your Property”). These Terms do not give ENGINE International or any third party any rights to Your Property except for the limited rights that enable us to offer the Services.

ENGINE International needs your permission to use Your Property as necessary to provide the Services, including hosting, transferring and backing-up Your Property. The Services may provide you with various features, which may require ENGINE International’s systems to access, duplicate, process, transfer, store and scan Your Property. You give ENGINE International permission to make such use of Your Property, and this permission extends to our affiliates and trusted third party suppliers.

Your Responsibilities

You are responsible for your conduct and Your Property. Content in the Services may be protected by ENGINE International’s or others’ intellectual property rights. You may not copy, upload, download or share such content unless you have the right to do so. ENGINE International may review your conduct and content for compliance with these Terms. However, ENGINE International has no obligation to do so. ENGINE International is not responsible for the content that you upload, post or share using the Services. You must safeguard your password to the Services, make sure that others do not have access to it, and keep your account information current. The Services are not intended for and may not be used by people under the age of 18; by using the Services, you are representing to ENGINE International that are not less than 18 years of age.

Software; Misuse

Some of the Services may allow you to download software (“Software”) which may update automatically. So long as you comply with these Terms, ENGINE International grants you a limited, nonexclusive, nontransferable, revocable license to use the Software, solely as necessary to access the Services. You agree not to reverse engineer or decompile the Services or the Software, attempt to do so, or assist anyone in doing so.

In addition to the foregoing, you agree not to misuse or try to misuse the Services or to assist anyone in doing so. For purposes of example only, and not limitation, you may not do, nor assist anyone in doing, the following in connection with the Services:

  • breach or otherwise circumvent any security or authentication measures;
  • probe, scan, or test the vulnerability of any system or network;
  • interfere with or disrupt any user, host, or network, for example by sending a virus, overloading, flooding, spamming, or mail-bombing any part of the Services;
  • send unsolicited communications, promotions or advertisements, or spam;
  • send altered, deceptive or false source-identifying information, including “spoofing” or “phishing”;
  • promote or advertise products or services;
  • circumvent storage space limits;
  • share or sell the Services unless specifically authorized to do so;
  • store, upload or share any content via the Services that is unlawful, harassing, threatening, harmful, tortious, defamatory, libelous, abusive, violent, obscene, vulgar, hateful, racially or ethnically offensive, or otherwise objectionable;
  • violate the privacy or infringe the rights of others;
  • violate the law in any way, including storing, uploading or sharing material that’s fraudulent, defamatory, or misleading.

ENGINE International reserves the right to delete or disable content that it determines or suspects may be in violation of these Terms.

ENGINE International Property

The Services contain proprietary information and material that is owned by ENGINE International and protected by copyright, trademark, and other US and foreign laws. These Terms do not grant you any right, title or interest in the Services, others’ content in the Services, or ENGINE International’s trademarks, logos and other brand features. You agree that you will not use ENGINE International’s proprietary information or materials in any way whatsoever except for use of the Services in compliance with these Terms. ENGINE International welcomes feedback and may use your comments or suggestions without any obligation to you.

Termination

You may stop using the Services at any time. ENGINE International reserves the right to suspend or end the Services at any time at its discretion and without notice, unless you and ENGINE International have entered into a separate written agreement to the contrary.

Services “AS IS”

TO THE FULLEST EXTENT PERMITTED BY LAW, ENGINE INTERNATIONAL AND ITS AFFILIATES, SUPPLIERS AND AGENTS (1) MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE SERVICES, WHICH ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND (2) DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. ENGINE INTERNATIONAL DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

Limitation of Liability; Indemnification

TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR ANY LIABILITY FOR ENGINE INTERNATIONAL’S OR ITS AFFILIATES’ FRAUD OR GROSS NEGLIGENCE, IN NO EVENT WILL ENGINE INTERNATIONAL, ITS AFFILIATES, SUPPLIERS OR AGENTS, OR THEIR RESPECTIVE REPRESENTATIVES, BE LIABLE FOR (1) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR (2) ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS, REGARDLESS OF LEGAL THEORY, IN CONNECTION WITH YOUR USE OF THE SERVICES. THIS WILL BE REGARDLESS OF WHETHER OR NOT ENGINE INTERNATIONAL OR ANY OF ITS AFFILIATES HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

ENGINE International will use reasonable efforts to protect materials or information submitted by you in connection with the Services, but you agree that your submission of such information is at your sole risk, and ENGINE International hereby disclaims any and all liability to you for any loss or liability relating to such information. ENGINE INTERNATIONAL DOES NOT REPRESENT OR GUARANTEE THAT THE SERVICE WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND ENGINE INTERNATIONAL DISCLAIMS ANY LIABILITY RELATING THERETO.

ENGINE INTERNATIONAL, ITS AFFILIATES, SUPPLIERS AND AGENTS WILL NOT BE LIABLE FOR AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES FOR MORE THAN THE AMOUNTS PAID BY YOU TO ENGINE INTERNATIONAL FOR THE PAST 12 MONTHS OF THE RELATED SERVICES.

BY USING THE SERVICES, YOU AGREE TO INDEMNIFY AND HOLD ENGINE INTERNATIONAL, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, AND LICENSORS HARMLESS WITH RESPECT TO ANY CLAIMS ARISING OUT OF YOUR BREACH OF THESE TERMS OR ANY ACTION TAKEN BY ENGINE INTERNATIONAL AS PART OF ITS INVESTIGATION OF A SUSPECTED VIOLATION OF THESE TERMS OR AS A RESULT OF ITS FINDING OR DECISION THAT A VIOLATION OF THESE TERMS HAS OCCURRED.

Jurisdiction; Controlling Law

You and ENGINE International agree that any judicial proceeding to resolve claims relating to these Terms or the Services will be brought exclusively in the federal or state courts of New York County, New York. Both you and ENGINE International consent to venue and personal jurisdiction in such courts. These Terms will be governed by New York law except for its conflicts of laws principles, unless otherwise required by applicable law of any other jurisdiction.

Entire Agreement

Unless expressly agreed in a separate written agreement between you and ENGINE International, these Terms constitute the entire agreement between you and ENGINE International with respect to the subject matter of these Terms, and supersede and replace any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of these Terms. These Terms create no third party beneficiary rights.

Waiver, Severability & Assignment

A party’s failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable, the remaining provisions of the Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights under these Terms, and any such attempt will be void. ENGINE International may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.

Modifications

We may revise these Terms from time to time, and will post the most current version on our website. By continuing to use or access the Services after the revisions come into effect, you agree to be bound by the revised Terms.

Updated: 2015

 

CARAVAN® Terms and Conditions

These Terms and Conditions (the “Terms”) apply to the provision of ENGINE’s CARAVAN® surveys and related services (the “CARAVAN Services”). By using the CARAVAN Services, you (“Client”) agree to be bound by these Terms.

Any publication of the results of your study in any publicly-available media which identifies ENGINE as its source must be authorized by ENGINE in advance, acknowledge Client sponsorship, and in no way omit a material fact or be misleading.

ENGINE’s work product is not intended to be used for any purpose in any legal proceeding. In the event ENGINE is required to produce documents or give testimony relating to work product in any judicial or administrative proceeding in which Client is an interested party, Client shall pay ENGINE’s reasonable costs in preparing and providing such documents and/or testimony, including the costs of employees’ time and reasonable attorney’s fees.

Any surveys conducted or studies made by ENGINE on behalf of Client in performance of the CARAVAN Services shall be deemed work-for-hire for the sole benefit of and exclusive use by Client. Notwithstanding the foregoing, ENGINE maintains the right and license to include data or research results on a de-branded and aggregated basis as an integrated component of its internal databases for the limited purpose of establishing industry norms, conducting case studies, and/or industry learning. Such data or research results will not consist solely of Client’s data and will not be associated with Client.

If Client uses any of ENGINE’s services or applications that are accessible online, Client agrees to observe ENGINE’s online terms of use located above.

ENGINE warrants to Client that the CARAVAN Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards and practices and applicable laws. Except as expressly set forth herein, all CARAVAN Services are provided on an as-is basis, and ENGINE disclaims all other representations and warranties related thereto, express or implied, including, without limitation, any warranties of merchantability or fitness for a purpose.
In no event will either party be liable to the other about the CARAVAN Services for any indirect or consequential damages. ENGINE’s liability about the CARAVAN Services is limited to an amount equal to the fees paid for the applicable CARAVAN Services or Work Product.