Terms of Use

• Affiliate means each legal entity that is directly or indirectly controlled by you on or after the Effective Date and for so long as such entity remains directly or indirectly controlled by you.
• Authorized Partner means any of SSIC’s authorized resellers, business partners, distributor, or OEM.
• Authorized User means those uniquely identified individuals who are authorized by you to use the X-Analytics Application.
• Contractor means those independent third parties who perform services related to this Agreement for you, but solely to the extent they are acting on your behalf.
• Customer Data means data generated by you or your Authorized User and used by or imported into the X-Analytics Application.
• Documentation means any supporting product or related services help and technical specifications documentation provided by SSIC with the X-Analytics Application to you.
• Effective Date means the date of your first Ordering Document or the initial date granted access to the X-Analytics Application (whichever is earlier).
• Ordering Document means any order on an SSIC or Authorized Partner order form which references this Agreement.
• Service Term means the X-Analytics Application service term specified on the applicable Ordering Document or by an Authorized Partner.
• X-Analytics Application means the proprietary X-Analytics application, modules, and components that power service offerings in connection with this Agreement, as more fully described in the Documentation.

Subject to all of the terms and conditions of this Agreement, during the applicable Service Term, SSIC grants you a limited, worldwide, non-transferable, non-sublicensable, non-exclusive right to access and use the X-Analytics Application for which you have procured from SSIC or an Authorized Partner, but only in accordance with the applicable Ordering Document and the number of Authorized Users as mutually agreed. You may allow your Contractors and Affiliates to use the X-Analytics Application in accordance with this Agreement, provided you shall remain liable for all acts and omissions of your Affiliates and Contractors.

As a condition of your use of the service, you shall not (and shall not allow any third party to):

• Decompile, disassemble, or otherwise reverse engineer the X-Analytics Application or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming interfaces by any means whatsoever.
• Distribute, sell, sublicense, rent, lease or use the X-Analytics Application.
• Remove any product identification, proprietary, copyright trademark, service mark, or other notices contained in the X-Analytics Application.
• Modify any part of the X-Analytics Application, create a derivative work of any part of it, or incorporate it into or with other software, except as expressly authorized in writing.
• Publicly disseminate performance information or analysis (including benchmarks) from any source relating to the X-Analytics Application.
• Utilize any equipment, device, software, or other means designed to circumvent or remove any form of copy protection used by SSIC.
• Use the X-Analytics Application to develop a product which is competitive with any SSIC product offerings.
• Assert, nor authorize, assist or encourage any third-party to assert against SSIC any patent infringement or other intellectual property infringement claim.

Except for the limited usage rights expressly provided herein, SSIC has and will retain all rights, title and interest (including, without limitation, all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the X-Analytics Application, Third Party Code, Deliverables, and all copies, modifications and derivative works thereof. You acknowledge that you are obtaining only a limited access right to the X-Analytics Application and that no ownership rights are being conveyed to you under this Agreement.

You shall pay all fees associated with the X-Analytics Application service and any services purchased hereunder as set forth in the applicable Ordering Document. All payments shall be made in the currency noted on the applicable Ordering Document on the date as stated within the applicable Ordering Document. Except as expressly set forth herein, all fees are non-refundable once paid.

• Term of Service. Your access to the X-Analytics Application expires at the end of the applicable Service Term. Service Terms may be renewed if mutually agreed by the parties in an Ordering Document.
• Term of Agreement. This Agreement commences on the Effective Date and expires at such time as all Service Terms and service subscriptions hereunder have expired in accordance with their own terms.
• Termination. Upon any expiration or termination of this Agreement, you shall cease any and all use of any Analytics, destroy all copies thereof and so certify to SSIC in writing, and immediately pay any outstanding fees due hereunder.

THE X-ANALYTICS APPLICATION IS PROVIDED TO YOU “AS IS, AS AVAILABLE” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, SSIC EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, NEITHER SSIC NOR ANY SSIC PROVIDER MAKES ANY REPRESENTATION OR WARRANTY THAT THE X-ANALYTICS APPLICATION WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE APPLICATION IS FREE OF VIRUSES, SCRIPTS, TROJAN HORSES, WORMS, MALWARE, OR OTHER HARMFUL COMPONENTS.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SSIC OR ITS AFFILIATES HAVE ANY LIABILITY FOR PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES.

DIRECT DAMAGES SHALL NOT EXCEED THE GREATER OF (I) THE AMOUNT ACTUALLY PAID BY YOU FOR THE APPLICATION AND (II) ONE HUNDRED DOLLARS (U.S.). THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE.

Each party agrees that all code, inventions, know-how, business, technical and financial information it obtains (“Receiving Party”) from the disclosing party (“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information.

Except as expressly authorized herein, the Receiving Party will hold in confidence and not disclose any Confidential Information to anyone other than its affiliates, employees and consultants who have a need to know and who agree in writing to keep the information confidential on terms no less restrictive than those contained in this Agreement.

At SSIC, we place the highest importance on respecting and protecting the privacy of our customers. Our most important asset is our relationship with you. We want you to feel comfortable and confident when using our products and services and with entrusting your information to us. To contact us with a question, contact us at privacy@x-analytics.com.

You acknowledge that the X-Analytics Application is subject to United States export control and economic sanctions laws, regulations, and requirements, and to import laws, regulations, and requirements of foreign governments. You agree that all use, exports, and imports related to this Agreement will be in compliance with these laws and regulations.

• Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. SSIC may assign this Agreement to any affiliate or in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of SSIC’s assets or voting securities.
• Severability. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that this Agreement shall otherwise remain in effect.
• Governing Law; Jurisdiction and Venue. This Agreement is governed by the laws of the State of Delaware, without regard to any conflict or choice of law provisions. The parties agree that the proper venue for any dispute will be within the Commonwealth of Virginia and within 50 miles of Arlington, Virginia, or, in the event that federal jurisdiction applies, the United States Court for the Eastern District of Virginia, Alexandria Division.
• Entire Agreement. 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 and communications relating to the subject matter of this Agreement.
• Independent Contractors. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties.