Market Explorer Authorised User Terms and Conditions

Market Explorer Authorised User Terms and Conditions

Version 1.1 – October 2024


1. INTRODUCTION

Welcome to the Market Explorer platform. These Market Explorer Authorised User Terms and Conditions (“Terms”) govern your use of our services (including access to the Market Explorer platform and content such as the Market Explorer Reports) via our website (collectively, the “Platform”).  By using the Platform, you accept these Terms, which are binding and enforceable.  If you do not agree to these Terms, do not use the Platform.  If you are using the Platform as an employee or other authorised representative of a company or other entity (the “Licensee”), you represent that you have the authority to enter into these Terms on behalf of the Licensee (any references to “you” include the Licensee).  

2. PLATFORM PROVIDER

Intent HQ Limited (“Intent HQ”) is the owner and operator of the Platform and licensor of the Market Explorer Reports. 

3. ELIGIBILITY AND ACCOUNT REGISTRATION

To use the Platform you must create an account on the Platform. When creating an account, you undertake to provide true, accurate, up-to-date, and complete information. You are responsible for maintaining the confidentiality of your account and password and for restricting access and use of your account which is for your sole use only. By registering for an account and using the Platform, you agree that Intent HQ may process your personal information to administer your account. This includes but is not limited to: i) managing your account and providing user support; ii) communicating with you regarding your use of the Platform; iii) ensuring compliance with these Terms; and iv) improving and personalising your experience on the Platform.

4. PRIVACY

Intent HQ is committed to protecting your privacy and handling your personal information securely in accordance with our Privacy Policy, which can be found here: Privacy Policy.   You grant Intent HQ a non-exclusive licence to use, copy, store, host, modify and adapt Your Data solely for the following business purposes (“Business Purposes”): (a) To perform Intent HQ’s obligations under these Terms or any other express agreement entered into by Intent HQ with you (including ascertaining that the Product is operational and functional at all times); (b) To enable Intent HQ to continually improve, test and train its current or future product offerings; and (c) To use as an input for demonstrations and certain modelling functionality, including artificial intelligence based modelling functionality that is associated with Intent HQ and its affiliates’ current or future services (“Modelling”), resulting in output generated by the Modelling (“Output”).  Intent HQ owns all intellectual property rights embedded in any Output including any derivatives or modifications thereto.  You own all intellectual property rights in Your Data.  For the purposes of this clause, “Your Data” means usage information and all information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by you or on your behalf through Platform. 

5. USE OF THE PLATFORM

By accessing and using the Platform you agree that:

  • your account is non-exclusive, non-transferable, restricted to your sole use only, as an authorised user, on behalf of the Licensee, for the sole benefit of the Licensee, you may not grant access to, sell, pass on, communicate or distribute the Platform content, including the Market Explorer Reports to any third party, including any of Licensee’s affiliates, unless otherwise expressly agreed in writing by Intent HQ;
  • the Platform content and Market Explorer Reports shall strictly be used for internal business purposes only and shall not be sold, passed on, communicated or distributed to any third party, including any of Licensee’s affiliates;
  • you will not remove or alter any copyright notices and other identification or disclaimers as may appear in the Platform content and/or the Market Explorer Reports; 
  • you will not reproduce, sell, resell, or otherwise distribute in whole or in part the Platform content and/or Market Explorer Reports or for any purpose; 
  • you will not reverse-engineer, disassemble, decompile, translate, modify, create derivative works, developments or make unauthorised disclosures, copy or distribute any Platform content and/or Market Explorer Reports; 
  • you agree that you will not cause or permit any act of disclosure, make available, communicate, publish, broadcast, commercialise, resell, exploit, assign, display publicly or any other act or omission that allows an unauthorised third party to have access to or use any Platform content and/or the Market Explorer Reports for any purpose;
  • you agree to comply with all security measures intended to safeguard your account and your use of the Platform; and 
  • you agree not to introduce any viruses, worms, trojans, logic bombs or other material that is malicious or technologically harmful to the Platform.

6. ACCOUNT SUSPENSION AND TERMINATION

Intent HQ reserves the right to suspend or terminate your account and access to the Platform at any time if you violate these Terms or for any other reason at the sole discretion of Intent HQ. You agree that Intent HQ may take any one or more of these actions without prior notice to you. You understand and further agree that Intent HQ shall not have any liability to you or any other person for suspending or terminating your account and access to the Platform.  

7. CONFIDENTIALITY

These Terms and all information disclosed by Intent HQ to you whether via the Platform or otherwise, whether orally or in writing, that is designated as confidential or that should be reasonably regarded as confidential or commercially sensitive given the nature of the information and disclosure shall be “Confidential Information”. Confidential Information does not include information that: (a) is generally available to the public other than as a director or indirect result of information being disclosed by you; (b) was available to you on a non-confidential basis before disclosure by Intent HQ; (c) was lawfully in your possession before the information was disclosed to you; (d) was developed by you independently without use of or reference to information shared by Intent HQ. You agree to: (i) keep the Confidential Information confidential; (ii) safeguard the information and not disclose or cause to disclose to any person and Confidential Information, except as permitted with the express prior written consent of Intent HQ; and (iii) not use the Confidential Information for any purpose other than for the purpose of accessing and using the Platform subject to these Terms. You may disclose Confidential Information to the minimum extent required by an order of any court of competent jurisdiction or any regulatory, judicial, governmental or similar body or any taxation authority of competent jurisdiction provided you give Intent HQ prompt written notice of such disclosure in order for Intent HQ to seek a protective order or other appropriate remedy. If so requested by Intent HQ, you shall: (I) return or destroy all documents and materials (and any copies) containing, reflecting, incorporating or based on the Confidential Information; (II) erase all Confidential Information from your computer and communications systems and devices used by you, or which is stored in electronic form; (III) to the extent technically and legally practicable, erase all Confidential Information which is stored in electronic form on systems and data storage services provided by third parties; and (IV) certify in writing to Intent HQ that you have complied with the requirements of this clause 7. You agree that any breach of the restrictions contained in this clause 7 may cause irreparable harm to Intent HQ and therefore Intent HQ shall be entitled to seek injunctive relief in any court of competence jurisdiction to prevent or stop such breach, in addition to all other available legal or equitable remedies. 

8. INTELLECTUAL PROPERTY

All Platform content, including but not limited to the Market Explorer Reports, all intellectual property rights therein, graphics, design, layout and appearance belongs to Intent HQ (or its licensors) and nothing herein or your use or continued use of the Platform grants you any intellectual property rights to the Platform content or Market Explorer Reports other than as expressly set out in these Terms. Together with our licensors, we reserve all rights not expressly granted under these Terms. 

9. DISCLAIMER

The Platform (including the platform content and the Market Explorer Reports) is provided “as is” and “as available” without warranties of any kind.  Intent HQ makes no representations or warranties, including without limitation, any warranty of fitness for a particular purpose, merchantability, usefulness, accuracy, currentness, completeness, the performance of or results that you may obtain from use of the Platform, Platform content or Market Explorer Reports.

10. LIMITATION OF LIABILITY

To the fullest extent permitted by law, in no event shall Intent HQ be liable for any direct, indirect, special or consequential damages, or any other damages of any kind, including but not limited to, loss of use, loss of profit, loss of revenue, loss of anticipated savings, loss of good will, whether or not such damages are based in contract, warranty, tort, negligence, strict liability, or otherwise (even if advised of the possibility of such damages) arising out of or in connection with you using the Platform. Furthermore, in no event shall the aggregated liability of Intent HQ (whether in contract, warranty, tort negligence, strict liability, or otherwise) arising out of or relating to you in using the Platform exceed the fee payable by Licensee to Intent HQ for using the Platform. 

11. INDEMNIFICATION

You will indemnify, defend and hold harmless Intent HQ from and against all claims, losses, liabilities and expenses (including reasonable legal costs) arising from any third party claim, complaint, demand or action arising from your use of the Platform or in violation of these Terms.

12. SEVERANCE AND NO WAIVER

If any part of these Terms is found to be unlawful or unenforceable, the remaining parts will continue in effect. No delay or failure by Intent HQ to enforce its rights under these Terms will be a waiver of those rights.

13. CHANGES TO TERMS

Intent HQ may update these Terms from time to time and will notify you of any changes by posting the new Terms on the Platform. Your continued use of the Platform after such changes constitutes your acceptance of the new Terms.  If there is any inconsistency between these Terms and any other express written agreement entered into by Intent HQ, these Terms prevail.  

14. GOVERNING LAW

These Terms are governed by the laws of England and Wales. Any disputes will be subject to the exclusive jurisdiction of the English courts.

15. INTENT HQ CONTACT

If you have any questions about these Terms or the Platform, please contact us at [email protected].

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