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Eve Analytics Terms and Conditions

Introduction

These EVE ANALYTICS TERMS AND CONDITIONS (these “Terms”) apply to your use of the Eve Analytics platform and database (the “Platform”) owned and operated by Nortis, Inc., a Delaware corporation (“Nortis”) and the data located thereon (the “Data”). Nortis and you may be referred to herein collectively as the “Parties” or individually as a “Party.” These Terms also govern your use of and access to any content, functionality, and services offered on the Platform. Some services provided by Nortis may have supplemental agreements or addenda governing their use; in such case, such agreements shall be deemed incorporated herein by reference and made a part of these Terms.

Please read these Terms carefully before you start to use the Platform. By using the Platform or by clicking to accept or agree to the Terms when this option is made available to you, you accept and agree to be bound and abide by these Terms and any document incorporated herein by reference. If you do not want to agree to these Terms of Use, you must not access or use the Platform.

If you are using the Platform and/or Data on behalf of a company or any other entity, you represent and warrant that you have the full legal authority to bind it to these Terms and acknowledge that all references to “you” in the Terms include that entity.

1. Changes to the Terms.

We may revise these Terms from time to time in our sole discretion, without notice to you. All changes are effective as soon as they are posted, and apply to all access and use of the Platform and Data thereafter. Your continued use of the Platform following the posting of revised Terms shall constitute acceptance of and agreement with any changes. You should review this page from time to time so that you are aware of any changes, as they are binding on you.

2. Platform Use.

(a) Platform and Data License Grant. Subject to and conditioned on your timely payment of any invoiced fees and compliance with all other terms and conditions of these Terms, Nortis hereby grants you a non-exclusive, non-sublicensable, and non-transferable (except in compliance with Section 10(g)) license during the Term to use the Platform and Data solely for your, and if applicable, the entity you represents, internal business purposes (the “Permitted Use”). Nortis reserves the right to, in its sole discretion, set limits on your usage of the Platform and Data at any time.

(b) Use Restrictions. You shall only use the Platform and Data for the Permitted Use and shall not disclose, release, distribute, or deliver the Data, or any portion thereof, to any third party without Nortis’s prior written consent. Any purpose or use not specifically authorized herein is prohibited unless otherwise agreed to in writing by Nortis. Without limiting the foregoing and except as otherwise expressly set forth in these Terms, you shall not at any time, directly or indirectly: (I) copy, modify, or create derivative works of the Platform or Data, in whole or in part; (II) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Platform or Data; (III) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source of the Platform or Data or methods used to compile the Data, in whole or in part; (IV) remove any proprietary notices included within the Platform or Data; (V) publish, enhance, or display any compilation or directory based upon information derived from the Platform or Data; or (VI) use the Platform or Data in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.

(c) Reservation of Rights. Nortis reserves all rights not expressly granted to you in these Terms. Except for the limited rights and licenses expressly granted under these Terms, nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, to you or any third party any intellectual property rights or other right, title, or interest in or to the Data. Nortis reserves the right to make changes, alterations, modifications, or upgrades to the Platform and/or Data in its sole discretion at any time without notice to you, and Nortis shall have no liability to you if for any reason any or all of the Platform and/or Data is unavailable at any time for any period. Nortis reserves the right to restrict your and other users’ access to the Platform and/or Data from time to time in its sole discretion.

(d) User Responsibilities. You are responsible for: (I) making all arrangements necessary for you to access the platform, including, without limitation, ensuring you have sufficient network access and any necessary software or hardware required; and (II) ensuring that all persons who access the Platform and/or Data through your internet connection and/or on behalf of the entity you represent are aware of these Terms and comply with them. If you choose, or are provided with a username, password, or any other piece of information as part of our security procedures (your “Login Credentials”) you agree that you will treat that information as confidential and not provide it to any other person or entity, except if you have accepted these Terms on behalf of an entity, in which case you may share the Login Credentials strictly within such entity. Nortis shall have the right to change or disable any Login Credentials at any time if you or the entity you represent, if applicable, has violated these Terms. You agree to notify Nortis immediately if you become aware of or have reason to believe your Login Credentials have been compromised by a third party.

(e) User Registration. To access the Platform and/or Data, you may be asked to provide certain registration details and/or information. Your use of the Platform and/or Data is conditioned on the requirement that all information you provide Nortis is correct, current, and complete.

3. Intellectual Property Rights.

The Platform and its entire contents, features, and functionality, including, but not limited to, all information, software, text, displays, images, and the design, selection, and arrangement thereof, including the Data, is owned by Nortis, its licensors, or other providers of such material and are protected by United States and international intellectual property rights laws. You acknowledge that, as between you and Nortis, Nortis owns all right, title, and interest, including all intellectual property rights, in and to the Platform and Data. You further acknowledge that: (a) the Data is an original compilation protected by United States copyright laws; (b) Nortis has dedicated substantial resources to collect, manage, and compile the Data; and (c) the Data constitutes trade secrets of Nortis. Nortis may terminate these Terms without advance notice to you or an opportunity for you to cure and without further obligation or liability if you contest any of Nortis’s right, title, or interest in or to the Platform and/or Data, including without limitation, in a judicial proceeding anywhere throughout the world.

These Terms permit you to use the Platform for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Platform, except as follows: (I) your computer may temporarily store copies of the Platform and Data in RAM incidental to your access and viewing of such materials; and (II) you may store files that are automatically cached by your web browser or other software used to access the Platform and/or Data. Notwithstanding the foregoing, if the Platform provides you with tools to view and manipulate the Data, you may use such tools to create derivative works of the Data (“Derivatives”) and copy, publish, and publicly display such Derivatives provided that you attribute any such output to Nortis and any third parties whose data was included in your use.

To the extent that you upload any data (hereafter “User Data”) to the Platform and/or incorporate it with the Data, you hereby grant Nortis a worldwide, irrevocable, perpetual, royalty-free and fully paid-up, sublicensable (through infinite levels of sublicense), transferable, right and license to use, reproduce, distribute, modify, adapt, make derivative works of, publicly display, and publicly perform the User Data. You hereby represent and warrant that you own or control all rights in and to the User Data and have the right to grant the foregoing license granted above to Nortis and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns. To the extent that you may possess any rights of paternity or attribution, integrity, disclosure, and withdrawal and any other rights that may be known as "moral rights" in relation to the User Data, you hereby irrevocably waive them in favor of Nortis to the maximum extent permitted by applicable law.

4. Fees.

You may be provided with access to additional features of the Platform, additional Data, or other services and permissions through Nortis through the execution of one or more order forms (each and “Order Form”) and if so, such Order Form(s) are incorporated herein by reference. You agree to pay any and all fees (the “Fees”) listed in the Order Form or invoiced by Nortis without offset or deduction on or before the due date listed on the Order Form or invoice. If you fail to make any payments when due, Nortis may, at its option: (I) charge interest on the past due amounts at the rate of 1.5% calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (II) charge you for any costs incurred by Nortis in collecting any late payments or interest, including, without limitation, attorneys’ fees, court costs, and collection agency fees; and/or (III) suspend your access to the Platform and/or Data until all past due amounts are paid. All Fees and other amounts payable by you pursuant to these Terms are exclusive of taxes and similar assessments, you are responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable to Nortis pursuant to this agreement, other than taxes imposed on Nortis’s income.

5. Confidential Information and Data Security.

From time to time, Nortis may disclose or make available to you information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). Without limiting the foregoing, for purposes of these Terms, the Data will be deemed Confidential Information of Nortis provided that you may disclose the Data solely to the extent permitted in Section 3. Confidential Information does not include information that, at the time of disclosure, as demonstrated by documentary evidence, is: (I) in the public domain; (II) is known to you at the time of disclosure; (III) is rightfully obtained by you on a non-confidential basis from a third party; or (IV) is independently developed by you. You shall not disclose Nortis’s Confidential Information to any person or entity, except to your employees who have a need to know the Confidential Information for you to exercise your rights or perform your obligations hereunder. Notwithstanding the foregoing, you may disclose Nortis Confidential Information to the limited extent required in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that you shall first have given written notice to Nortis and made a reasonable effort to obtain a protective order. On the expiration or termination of these Terms, you shall promptly return to Nortis all copies, whether in written, electronic, or other form or media, of Nortis’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed, provided that you may keep copies of any Derivatives created prior to such termination or expiration, subject to the requirements of these Terms. Your obligations of non-disclosure with regard to Confidential Information are effective as of your acceptance of these Terms.

6. Disclaimer of Warranties.

THE DATA IS PROVIDED “AS IS” AND NORTIS HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. NORTIS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. NORTIS MAKES NO WARRANTY OF ANY KIND THAT THE DATA, OR ANY PRODUCTS OR RESULTS OF ITS USE, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

7. Indemnification.

You shall indemnify, hold harmless, and, at Nortis’s option, defend Nortis from and against any and all losses, damages, liabilities, or costs (including attorneys’ fees) (“Losses”) incurred by Nortis resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) based on your: (I) negligence or willful misconduct; (II) use of the Data in a manner not authorized by these Terms; (III) breach of any representation or warranty herein; or (IV) claims the User Data infringes upon or misappropriates any intellectual property or similar right of a third-party. You may not settle any Third-Party Claim against Nortis unless such settlement completely and forever releases Nortis from all liability with respect to such Third-Party Claim or unless Nortis consents to such settlement, and further provided that Nortis shall have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.

8. Limitations of Liability.

IN NO EVENT WILL NORTIS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, (b) INCREASED COSTS, DIMINUTION IN VALUE, OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS, (c) LOSS OF GOODWILL OR REPUTATION, (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA OR BREACH OF DATA OR SYSTEM SECURITY, OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER NORTIS WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL NORTIS’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE TOTAL AMOUNTS PAID TO NORTIS PURSUANT TO THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9. Term and Termination.

(a) Term. The term of these Terms begins on the date you first use the Platform or click to accept or agree to the Terms when this option is made available to you and will continue in effect until terminated.

(b) Termination. In addition to any other express termination right set forth elsewhere in these Terms, Nortis may terminate these Terms upon written notice to you at any time in its sole discretion without further liability to you or opportunity to cure any breach to these Terms.

(c) Effect of Expiration or Termination. Upon expiration or earlier termination of these Terms, the license granted to you hereunder will also terminate, and, subject to the limited exception granted in Section 3, you shall cease using and delete, destroy, or return all copies of the Data and certify in writing to Nortis that the Data has been deleted or destroyed.

(d) Survival. Any rights, obligations, or required performance of the parties in these Terms which, by their express terms or nature and context are intended to survive termination or expiration of these Terms, will survive any such termination or expiration, including the rights and obligations set forth in this Section 9(d) and Sections 2(b-d), 3-8, and 10.

10. Miscellaneous.

(a) Entire Agreement. As part of your relationship with Nortis, you may purchase additional services or procure alternative terms related to the Platform and/or Data which shall be described in one or more Appendices, which are hereby incorporated by reference into these Terms when applicable. These Terms, together with any other documents incorporated herein by reference and any applicable Appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter of these Terms and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of these Terms, the related Appendices, and any other documents incorporated herein by reference, the following order of precedence governs: (I) first, the Appendices; (II) second, these Terms; and (III) third, any other documents incorporated herein by reference.

(b) Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) from you to Nortis must be in writing and addressed to Nortis at the addresses set forth below (or to such other address that may be designated by Nortis from time to time in accordance with this Section):

[21720 23rd Dr SE suite 120, Bothell, WA 98021]

Nortis may deliver Notices to you by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile, email to the most recent address associated with your account, or certified or registered mail (in each case, return receipt requested, postage pre-paid). Notice shall be deemed effective upon the earlier of: (I) receipt by you, or (II) three (3) business days after it is sent.

(c) Force Majeure. In no event shall Nortis be liable to you, or be deemed to have breached these Terms, for any failure or delay in performing its obligations under these Terms, if and to the extent such failure or delay is caused by any circumstances beyond Nortis’s control, including, without limitation, the following force majeure events: (I) acts of God; (II) flood, fire, earthquake, pandemic, epidemic or explosion; (III) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (IV) government order, law, or actions; (V) embargoes or blockades in effect on or after the date of these Terms; and (VI) other events beyond the control of Nortis.

(d) Waiver. No waiver by Nortis of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Nortis to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

(e) Severability. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

(f) Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware. Any legal suit, action, or proceeding arising out of or related to these Terms or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

(g) Assignment. You may not assign or transfer any of its rights or delegate any of your obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without the prior written consent of Nortis. Any purported assignment, transfer, or delegation in violation of this Section is null and void. No assignment, transfer, or delegation will relieve you of any of your obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.