By accessing the CQ Platform (the "Platform") provided by Renn Labs LLC, a Delaware corporation with its principal place of business at 901 Yamato Rd., Ste 260, Boca Raton, FL 33431 ("Provider" or "Renn Labs"), you agree to comply with these Terms of Service (this "Agreement"). For the purposes of this Agreement, "User" means the entity or individual accessing the Platform.
1. SERVICES
1.1. Site & Applications. The Company provides data and services (the “Services”) via its websites located at https://capq.ai/ (the “Site”). Additionally, a User under a subscription agreement may be given access to one or more Company software applications (each, an “Application”) for accessing the content of the Site (the “Content”).
1.2. Updates. The Company may modify the Services, Site, Applications, or Content at any time.
2. USERS
2.1. Requirements for Use. The Site, Applications, and Content may only be accessed through valid login credentials issued to you by the Company. You must register for a single user account using a unique username and password and complete the registration process by entering your general contact information.
2.2. Responsibility for Use. Your account username and password are solely for your individual use to access the Site, and you may not permit anyone else to use them or your account. You are responsible for all use of the Applications, Site, Services, and Content accessed through your account.
2.3. Reporting Unauthorized Use or Access. If you believe there has been unauthorized access or use of the Applications, the Site or any Content through your account credentials, you must notify the Company immediately by emailing support@rennlabs.com.
3. ALLOWED USAGE
3.1. Use for Internal Business Operations. The Services and Content may only be used for the purposes of User’s internal business operations. An Authorized User may view, download, and manipulate the Content for User’s internal business operations.
3.2. Use of Content in Presentations and Reports. Authorized Users may incorporate data from the Content into presentations and reports (User’s “Work Product”) so long as the incorporated Content contains the following source attribution: "Source: CQ Platform". The Company retains sole ownership over any Content incorporated into the Work Product.
4. PROHIBITED USAGE
4.1. No Uses Competitive with the Company. User agrees not to use the Content in furtherance of a Competitive Product. A “Competitive Product” is a product or service that provides customers with data that is substantially similar to data marketed and licensed by the Company.
4.2. Limitation on Distribution. Except as explicitly allowed under Section 3, User may not transfer, sell, rent, distribute, display, or otherwise disclose any portion of the Services, Site, Content, or Applications to anyone.
4.3. No Technological Attacks or Scraping. User may not use or attempt to use any deep-link, scraper, robot, bot, spider, data mining, computer code or any other device, program, tool, algorithm, process, or methodology to systematically access, acquire, copy, or monitor any portion of the Content or Site.
4.4. Unauthorized Access. User may not—through hacking, password mining, or any other means—violate the security of the Site or any Application or attempt to gain unauthorized access to the site, Content, or the Company's computer systems.
4.5. No Violations of Third-Party Intellectual Property. User may not use the Site, Services, or any Content in a manner that infringes or violates the intellectual property or proprietary rights of the Company or any third party.
5. PAYMENT TERMS
5.1. Fees. User will pay all fees listed in the relevant Order Agreement Form (the “Fees”). The Fees only apply with respect to the term provided in the Order Agreement Form. The Company may change the Fees for any renewal term upon notice to User no later than 45 days prior to the then-current anniversary of the effective date.
5.2. Timing of Payment. User will pay all Fees contained in the order form within 10 days following the effective date. If the Agreement is automatically renewed, User will pay all Fees for renewal terms on each anniversary of the effective date during the term Contract value shall increase by 5% annually on the anniversary of the effective date to account for inflation. Unpaid fee balances will accrue interest at the rate of 1.5% per month.
5.3. Taxes. User is solely responsible for all applicable sales, use, and other taxes or similar charges or duties incurred in connection with this Agreement. User will promptly reimburse the Company if the Company is required to pay any taxes for which User is legally responsible.
6. RESERVATION OF RIGHTS
6.1. Proprietary Rights. The Company and its licensors own all rights, title, and interest, including all related intellectual property rights, in and to the Services, Site, Content, and Applications. This Agreement does not convey to User any rights of ownership in or related to the Services, Site, Content, or Applications, or the intellectual property rights owned by the Company.
6.2. User Data. The Company does not claim an ownership interest in any data or content not originally sourced from the Company, its affiliates, or any of their suppliers, that is separately uploaded by User onto the Site (“User Data”). User grants the Company a license to display User Data to User’s Authorized Users as needed to provide the Services.
7. CONFIDENTIALITY
7.1. Confidential Information. Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose business, technical, or financial information relating to the Disclosing Party's business (hereinafter referred to as "Confidential Information" of the Disclosing Party). Confidential Information includes non-public information regarding features, functionality, and performance of the Service, and any other proprietary information disclosed by the Disclosing Party.
7.2. Protection of Confidential Information. The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information, and (ii) not to use (except in the performance of the Service or as otherwise permitted herein) or divulge to any third person any such Confidential Information.
8. TERM AND TERMINATION
8.1. Term. This Agreement commences on the effective date and continues until terminated by either party in accordance with this Section 8.
8.2. Termination for Cause. Either party may terminate this Agreement for cause: (i) upon 30 days' written notice of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.
8.3. Effect of Termination. Upon termination of this Agreement for any reason, all rights to use the Service granted herein shall immediately terminate, and User shall immediately cease all use of the Service. Despite the previous sentence, User may retain, solely for records retention or regulatory purposes, any limited extracts of Content that had, prior to termination, been incorporated into Work Product created by User during the Term in accordance with this Agreement.
9. LIMITATION OF LIABILITY
9.1. Limitation of Liability. In no event shall the Company’s aggregate liability arising out of or related to this Agreement exceed the amount paid by User hereunder in the 12 months preceding the incident.
9.2. Exclusion of Consequential and Related Damages. In no event shall either party have any liability to the other for any lost profits or revenues or for any indirect, special, incidental, consequential, cover, or punitive damages.
10. GENERAL PROVISIONS
10.1. Governing Law. This Agreement shall be governed by the laws of the State of Delaware, U.S.A. without regard to its conflict of laws principles.
10.2. Entire Agreement. This Agreement, including all exhibits and addenda hereto, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.
10.3. Amendment. No amendment or modification of this Agreement shall be binding unless in writing and signed by both parties.
11. MISCELLANEOUS
11.1. Relationship of the Parties. Nothing in this Agreement will be construed to create a partnership or joint venture between the parties.
11.2. Assignment. Neither party may assign its rights or obligations under this Agreement without the other party’s written consent. Neither party may unreasonably withhold consent.
11.3. Waiver. For a party to waive its rights under this Agreement, such waiver must be in writing. Any waiver will be construed as narrowly as reasonably possible.
11.4. Excuses for Failure to Perform. Neither party will be liable for any failure or delay in the performance of its obligations under this Agreement if such failure or delay is directly caused by unforeseen events beyond the party’s control.
11.5. Notices. Notices required under this Agreement may be sent to the addresses included on the most recent order form. All notices will be deemed received two days after the day on which they are physically sent, the day on which they are emailed, or the day on which the courier service estimates delivery, whichever is later. A party may update its contact information for notifications by sending a notice of the updated contact information to the other party in accordance with this Section 11.5.
11.6. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.
12. WAIVER OF CLASS ACTION
Except as otherwise specifically prohibited by applicable law, all disputes arising from or related to this Agreement will be adjudicated on an individual basis and not in a class or representative action or as a member of a class, mass, consolidated, or representative action, irrespective of the forum in which such disputes are heard. User will not join any of its claims related to this Agreement with the claim or claims of any other person or entity.
