License Agreement

This License Agreement (“the Agreement”) is a legal agreement between the individual person licensed, with an individual user ID and password (“the Licensee”) to subscribe to the SDS service (“the Service”), x-span results, llc (“x-span results”) and its suppliers. By clicking on the “accept” button, accessing or otherwise using the Service, you agree to be bound by the terms of the Agreement. If you do not agree to the terms of the Agreement, click on the “cancel” button and/or do not continue with this on-line service.

Any third party software, including any browser plug-in that may be provided with the service is included for use at your option. Neither x-span results north such third party shall be responsible for any losses or damages which may occur resulting from the use of any third party software.

1. Services Included

This Agreement pertains to the access and usage of the online services and programs offered by x-span results through its online service solution, x-press demographics. This Agreement in no way constitutes a sale of any service or program, which are owned exclusively and in total, by x-span results and its affiliates. User rights are specified in the following paragraphs of this agreement, and x-span results retains all rights not express granted to the Licensee. Nothing in this Agreement constitutes a waiver of x-span results’ rights under US or international copyright law or any federal or state law.

2. License and Restrictions

In consideration of the subscription fees paid, x-span results hereby grants the Licensee a limited, non-exclusive, non-transferable license to use the Service and its Outputs during the Subscription period selected and paid for by the Licensee. Outputs include any data, report, map, chart, summary, analysis or any other item that is generated from the Services included on the site. The License is granted to a single user and no other person is entitled to operate or access the Service. Additional users may be added at an additional cost and at the authorization of the Licensee. Under no circumstance may the Licensee allow a greater number of users to access the Service than the total number of users for which the Licensee has paid. The Service may not be shared or used concurrently. The Service shall be used solely by the Licensee for its own business purposes so long as such business purposes do not include generation of revenue from the sales of the output created by the Licensee using the Service. Output from the Service may be used by the Licensee for its business purposes including use in its own research and marketing efforts in support of sales of its own services or products, including provision of the output to potential third party purchasers of the Licensee’s own products and services so long as such third parties agree not to resell, sublicense or otherwise disclose any of the output in any form and agree to use to use the output only for the purposes of evaluating its decision to purchase Licensee’s product or services.

3. Additional Limitations and Restrictions

Unless otherwise expressly permitted herein you may not:
a. reverse engineer, decompile, deconstruct or otherwise decode any portion of the output
b. make derivative works including, but limited to translations, adaptations, arrangements or any other alteration (each which would become the property of x-span results and/or its Third Party Licensors as application) of the outputs
c. sell, rent, lease, lend access to the Service
d. sell, rent, lease, lend or otherwise license Outputs for revenue
e. allow another person or entity to use the user ID and PIN
f. place any output on the internet or any similar external network or network service or enter into any reseller, distribution, or third party arrangements for distribution of Output such as, but not limited to electronic, online, subscription, “fee for service” or general, uncontrolled availability to the public without an explicit prior written agreement with x-span results

4. User ID and Passcode or PIN

Each Licensee is assigned an individual user identification and passcode which will grant access to the system and the Services Licensed to the Licensee. The Service will automatically transmit a user code which will be provided during the first log in to the Service to verify the identity of the user. It is the responsibility of the Licensee to safeguard and protect this information. In the event it is discovered that the user identification and passcode are being used by another individual, x-span results, at its sole discretion, may terminate the Services without refund or bill the Licensee for an additional user license.

5. Limitations of Liability

The Service is provided “as is” except as may otherwise be expressly set forth herein. To the maximum extent permitted by applicable law, x-span results and its Licensors further disclaim all warranties, including without limitation any implied warranties of merchantability, fitness for a particular purpose and noninfringement. The entire risk arising out of the use or performance of the Service remains with the Licensee. To the maximum extent permitted by applicable law, in no event shall x-span results, Licensors or its suppliers be liable for any consequential, incidental, direct, indirect, special, punitive or other damages whatsoever, including, without limitation, damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss arising out of this agreement. or the use of or inability to use the service, even if x-span results or such Licensors has been advised of the possibility of such damages.

x-span results exercises its best efforts to provide service to its Licensee’s when and where they choose and provides reasonable, commercially accepted practices with respect to safeguarding data provided by its Licensees for use with the Service. Due to the inherent nature of the internet, x-span results does not guarantee uninterrupted or error free service and does not guarantee that you will be able to access the Service at the time or location of their choosing or that x-span results will have adequate capacity for the Service as a whole or in a specific geographic area. Access may be limited, especially during peak times. x-span results cannot be held responsible for unauthorized entry by third parties to its website or the misappropriation and dissemination of client information on x-span results’ systems by such parties.

6. Payment of Services

Licensees agree to pay for all Services by credit card. If an annual subscription is purchased, the Licensee may elect the option to charge 30% of the total fees to a credit card and then have the remaining balance invoiced. All Licensees affirm that they are providing a valid credit card number and that they are the authorized user of the credit card offered for payment. x-span results, may, at its sole discretion, modify the payment terms for a Licensee.

All invoices will be due upon receipt and considered late when payment is not received within 30 days. x-span results, llc reserves the right to suspend or terminate our relationship if we do not receive payment within forty-five (45) days of the invoice date. Licensee further acknowledges that x-span results, llc is under no duty to undertake any action on behalf of Licensee or to continue any action previously undertaken on Licensee’s behalf, until all of the fees and expenses required by this agreement have been paid. In addition, payments not received within thirty (30) days from the invoice date are subject to interest at the rate of 15% per annum. Accrued but unpaid interest charges will be added to the outstanding balance prior to the next invoice date. If it becomes necessary to enforce these payment provisions, Licensee agrees to pay any fees, costs and expenses incurred in collecting the amount due including, without limitation, any amounts charged by collection agencies or attorneys. Fees paid for Services are not transferable or refundable in whole or part.

7. Term and Termination

The term of an annual subscription will be one year from the purchase date. An annual licensed is billed in full at the time of purchase and it is not automatically renewed at the end of the license term. x-span results will send a notice to the email address provided by the Licensee within 30 calendars of termination to confirm service renewal for another term. Failure to respond to this email shall constitute a decline of the renewal offer and the Services will be terminated at midnight of the day marking one year from the purchase date. The agreement and the right to use the Service will automatically terminate if the Licensee fails to comply with any material provision of this agreement. The Licensee may terminate the agreement at the end of the Service Term or in advance of that term by notifying x-span results in writing. The Licensee will forfeit all fees paid to x-span results for the Services in the event of early termination.

8. Governing Law

Any dispute, disagreement, controversy or claim arising out of or relating to this Agreement or any breach thereof, including, without limitation, any claim that this Agreement, or any portion of it, is invalid, illegal or otherwise voidable, shall be submitted first to mediation and if not resolved then to binding arbitration before and in accordance with the commercial arbitration rules of the American Arbitration Association. The situs of any mediation or arbitration proceeding shall be in Durham, North Carolina and North Carolina law shall govern the dispute.

9. General Provision

x-span results may not assign this agreement or any of its rights or obligations under this agreement in whole or in part, and any attempted or purported assignment by x-span results shall be null and void. If any provision of this agreement shall be declared invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the remainder of this agreement, and that provision shall be deemed to be amended in accordance with applicable law in the manner that most closely reflects the original intentions of the parties.

10. Acknowledgement

The Licensee acknowledges that he or she has red this agreement in full and agrees to be bound by its terms and conditions. The Licensee also agrees that no oral or written information or advice given by x-span results, its dealers, distributors, resellers, agenets or employees shall in any way increase the scope of this Agreement. Unless a written overriding agreement signed by x-span results and the Licensee, this Agreement is the complete and exclusive statement of agreement of x-span results and the Licensee and the subject matter supersedes all proposals – oral or written – and any other communication held prior to purchasing the License.