lapetitemort.info Sales Solutions Agreement

TO AGREE TO OUR TERMS AND CONDITIONS PLEASE COMPLETE THE FORM AT THE BOTTOM OF THE PAGE

lapetitemort.info offers a wide range of proprietary data and analytics driven tools and solutions across functions and industries (each a “Solution”) including those described at https://lapetitemort.info/solutions. This lapetitemort.info Solutions Agreement (the “Agreement”) contains the terms and conditions that govern your access to and use of the Solution(s) you have requested that we provide to you. This Agreement is an agreement between your legal entity entering into this Agreement below (“you”) and lapetitemort.info & Company, Inc. United States (along with its affiliates, “we” or “us”).

  1. PROPRIETARY RIGHTS.

    We grant you a limited, revocable, non-exclusive, non-transferable right and license to access and use the applicable Solution(s) for your internal business purposes, including in connection with any consulting or related services provided by us to you in connection with the Solution (the “Services”). You agree that, without our prior written consent, you will not, or permit any third party to, access, copy or reverse engineer any Solution or remove or circumvent security or technological safeguards, including notices or disclaimers provided with the Solution. Subject to payment of applicable fees, if any, and your compliance with the terms of this Agreement, you own any reports or other deliverables prepared for and furnished to you, including Solution outputs (the “Deliverables”), save that we retain ownership of all concepts, know-how, tools, frameworks, software, algorithms, databases, benchmarks, surveys, models, industry perspectives and other intellectual property developed or enhanced outside of or in connection with the preparation of such Deliverables, to which we grant you a limited, non-exclusive, non-transferable, non-sublicenseable, worldwide and royalty-free license to use solely in connection with your authorized use of the Solution and Deliverables. We and our licensors own all rights, title and interest, including all intellectual property rights in any form, in the Solutions, including any updates or enhancements thereto or derivatives thereof.
  2. CONFIDENTIALITY.

    We will keep confidential any confidential information, data or other materials furnished by you to us in connection with your use of the Solution or our provision of the Services (“Confidential Information”). We will disclose Confidential Information only to our employees, agents and contractors who have a need to know and are bound to keep it confidential and will use Confidential Information only (a) for purposes of providing you with the agreed Solution and any related Deliverables and Services, including preparing proposals and evaluating potential Services or Solutions to provide to you; (b) subject to our confidentiality obligations, to incorporate into our benchmarking databases for use in reporting on sanitized or aggregate trends and metrics without attribution to you; (c) to evaluate and improve Solution usage, performance and functionality, including to collect and provide to you information regarding usage of the Solution by your personnel; (d) to permit third party contractors providing service augmentation capabilities to aid us in providing you with the Solution, provided that such contractors agree at all times to be bound by obligations of confidentiality and data protection equal to or exceeding those required of us under this Agreement, and to use such Confidential Information solely to assist in the provision of the solutions and Services to you and for no other purposes, and provided further that we remain at all times responsible for any sub processing by such contractors; and (e) as otherwise authorized by you. To bring the best of our global resources to serve you, you agree that we may transfer Confidential Information to geographies other than those in which it was collected or received to facilitate any activities authorized by you, provided that at all times Confidential Information will be treated as confidential and protected in accordance with the terms of this Agreement. Confidential Information shall not include information that is or becomes publicly available, already known to us, independently acquired or developed by us or legally required to be disclosed. We will reasonably cooperate with you, at your expense, in responding to any legally required disclosure. In providing the Solution, Deliverables and Services, we will use and rely primarily on information available from public sources and the Confidential Information, and you acknowledge that you are authorized to provide us with such Confidential Information for our use in connection therewith and that we will have no obligation to independently verify such information.
  3. DISCLOSURE OF MATERIALS; PUBLICITY.

    Our work for you is confidential and any Solutions and Deliverables are for your internal use only. Other than as set forth herein, we will not disclose any Deliverable to any third parties without your prior written permission. Similarly, you agree that you will not disclose or provide access to any materials or information that we furnish to you, including furnishing any Deliverable or granting access to any Solution, to any third parties without our prior written permission. Each party further agrees not to use the other party’s name or trademarks (including Solution names) in any communication with any third party without the other party’s prior written permission. You may download and print Solution outputs for your internal use and publish your own conclusions based on Solution outputs and Deliverables provided that such conclusions do not (a) disclose any proprietary element of a Solution; (b) disclose any data or information, other than your own Confidential Information, contained in or generated by a Solution (including models or algorithms); or (c) make any reference or attribution to us, including any Solution, without our prior written consent.
  4. USE OF SOLUTIONS AND LIMITATIONS.

    The Solutions and Deliverables are intended to assist you in identifying a range of strategic, competitive and business performance management options, and their effectiveness is dependent upon the accuracy of information provided by you and your proper use thereof, and the Solutions and Deliverables are provided AS IS and we make no representations or warranties as to the accuracy or effectiveness of any Solution or Deliverable and have no obligation to maintain, update or correct any Solution or Deliverable except as otherwise expressly agreed with you in advance. The Solutions, Deliverables, and Services shall not be deemed investment, legal, tax, accounting or other regulated advice. We do not supplant your management or other decision-making bodies and do not guarantee results. You remain solely responsible for your decisions, actions, use of the Solutions and Deliverables and compliance with applicable laws, rules and regulations. You agree to pay for any costs we incur as a result of our participation as a non-party in any legal, regulatory, or administrative proceeding relating to the Solutions or Services. In no event shall our liability to you in connection with any Solution or related Services exceed the fees received by us from you in connection with such Solution during the preceding twelve months. Neither party will be liable for any lost profits or other indirect, consequential, incidental, punitive or special damages.
  5. MISCELLANEOUS.

    This Agreement constitutes the entire agreement between us, and there are no prior or contemporaneous oral or written representations, understandings or agreements relating to this subject matter that are not fully expressed herein. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to conflicts of law principles and shall inure to the benefit of and be binding on our successors and assigns. In the event of any conflict between this Agreement and any other agreement between the parties with respect to any Solution, this Agreement shall control unless such other agreement expressly states otherwise. This Agreement shall apply to any specific Solution for the term agreed by us and you with respect to such Solution, or for the duration of our provision of Services to you in connection with the Solution if no other term is specified, and the terms of this Agreement (save for your license to access and use the Solution) shall survive the termination or expiration of our provision of the Solution or Services, and your discontinuation of the use of the Solution. Notwithstanding anything else in this Agreement, we may immediately terminate and discontinue your use of any Solution in the event you materially breach the terms of this Agreement. Neither party may assign its rights or obligations under this Agreement to any person or entity without the prior written consent of the other party, not to be unreasonably withheld. Assignment shall not relieve either party of its obligations hereunder. We are an independent contractor and neither we nor our employees shall be deemed your employee, agent or fiduciary. Notwithstanding any course of dealings of the parties at any time or any statement to the contrary contained therein, no purchase order, invoice or other similar document issued by a party shall be construed to modify the terms of this Agreement. Rights and remedies provided in this agreement are cumulative and not exclusive of any right or remedy provided at law or in equity. This Agreement is strictly a commercial contract and may not be used for purposes of providing services to government or public sector entities without the express prior agreement of the parties.
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