ENTITY END USER RESEARCH REPORT LICENSE AGREEMENT (EEULA)


This End-User License Agreement (this ‚ÄúAgreement‚ÄĚ) is a legal contract between Your company, (the ‚ÄúCompany‚ÄĚ), and IDANALYST LLC (DBA ‚ÄúD6 Research‚ÄĚ); together, the ‚ÄúParties‚ÄĚ.

Executing this Agreement is required before purchasing, accessing, andbeing in possession of D6 Licensed Products. Read the terms and conditions of this Agreement carefully before making a purchase and/or downloading such material works.

All Licensed Products are copyrighted and are licensed to Company under this Agreement, not sold to Company. By making this Purchase or otherwise accessing or using the Licensed Products, You acknowledge that You have read this Agreement, that You understand it, and that You accept and agree to be bound by its terms.  

Binding.¬† You are accepting this Agreement on behalf of a company, organization, educational institution, or agency, instrumentality or department of a government (an ‚Äúentity‚ÄĚ) as its authorized legal representative, then you represent and warrant that you have the power and authority to bind such entity to these terms, and references to ‚ÄúYou‚ÄĚ herein refer to both you, the individual end user, and the entity on whose behalf you are accepting this Agreement. ¬†If at any time You are not willing to be bound by the terms of this Agreement, You should not neither execute this Agreement nor access the Licensed Products and if in possession of any such works, delete any copies you may have. This Agreement, along with any additional terms or policies incorporated herein by reference, represents the entire agreement between You and D6 Research concerning the Licensed Products, and this Agreement supersedes and replaces any prior proposal, representation, or understanding you may have had with D6 Research, whether orally or in writing concerning Licensed Products.

1. DEFINITIONS

Authorized Client Device. Devices where Licensed Products may be installed for intended use by Licensed Users.

Buyer of Record. A person who that has authority to provide necessary information and permission to carry out the purchase (transaction, etc.) of Research Reports on behalf of a company or entity.

Channel Organization Customer. Are organizations or persons (individually or on behalf of their organizations)that Purchase or obtain their own Grant of License (from D6 Research or Authorized Third Party Seller) that offer, to any commercial extent,the sale or resale, lease, subscription, delivery, installation, or servicing of products (hardware, software, or managed service).

Consultant Customers. Are organizations or persons (individually or on behalf of their organizations)that Purchase or obtain their own Grant of License (from D6 Research or Authorized Third Party Seller) that are primarily in the commercial business of consulting with and/or advising entities for purposes regarding audit, assessment, technology direction and/or feasibility, requirements, design, implementation, and planning.

Coworkers. Are persons that are either employed directly by your company (full-time and direct), or contractors employed by indirectly by Your company on a temporary or permanent basis through an employment contract.

Expiration Date. The date at which the license for a specific product is set to end.

Extended Coworkers. Are organizations and their respective individual persons at their direction who meet the definition of ‚ÄúIndustry Consultant Coworker‚ÄĚ and ‚ÄúIndustry Channel Worker‚ÄĚ

Good Standing. A status designated by customers by ensuring that there are no outstanding payments, invoices that are past due, unremedied Violations, and are in full conformance with this Agreement.

Industry Channel Coworker. Are organizations or persons (individually or on behalf of their organizations) that offer, to any commercial extent,the sale or resale, lease, subscription, delivery, installation, or servicing of physical security industry products (hardware, software, or managed service), that You engage; and are designated by a licensed Corporate Customer to receive benefits under Section 6 of this Agreement.

Industry Consultant Coworker. Are organizations or persons (individually or on behalf of their organizations) that are primarily in the business of consulting with and/or advising entities within the physical security industry that you rely or engage for purposes regarding audit, assessment, technology direction and/or feasibility, requirements, design, implementation, and planning; and are designated by a licensed Corporate Customer to receive benefits under Section 6 of this Agreement.

Industry Vendor Coworker. Are organizations and persons acting as their agents (whether employed by them directly or indirectly by the organization) either offer (whether they sell directly or indirectly), intend to offer, or engage in the development of physical security products (collectively; hardware, software or managed services); and are designated by a licensed Corporate Customer to receive benefits under Section 6 of this Agreement.

License Term. The length of time, start, and end dates by which the Company is granted a valid license.

Licensed Products. Any and all D6 Research products that are Purchased, singularly or collectively.

Media. Objects on which the Licensed Products can be stored that are provided to You by D6 Research.

Premium Research Content. Any works by D6 Research where access is restricted for only Subscribed Users, inclusive of Research Reports, and in addition any other works that may accompany access to a Research Report; such as but not limited to tools, ancillary information, reference materials, etc.

Research Reports. Written works representing a focused body of research in digital form that may be downloaded. As D6 Research advertises for sale, in its description, shall define specifically each report thereby distinguishing one from another. Each distinguished report will represent a single report.

Public Material Works. Are works that are made available publicly, forgoing exclusive transaction or payment (such as white papers, free reports, etc.).

Purchase. A transaction performed to provide payment for Research Reports. Such transactions may include monetary value and/or be discounted partially or completely by D6 Research (coupon codes, etc.).

Subscribed Representative. Are people that are designated on behalf of the licensed Company to manage user licenses that they have Purchased. For example, to assign, remove or reassign licenses. They are also Subscribed Users, in the context of accessing Licensed Products for their use.

Subscribed Users (or ‚ÄúUsers‚ÄĚ shall be interchangeable). Are people belonging to a licensed entity that are designated by the licensed Company to be assigned a user license to access Premium Research Content.

Vendor Organization Customer.Are organizations or persons (individually or on behalf of their organizations)that Purchase or obtain their own Grant of License (from D6 Research or Authorized Third Party Seller) and are in the business of, or represent themselves as, the manufacturer and/or developer of hardware, software or managed services products.

2. LICENSE

2.1 Grant of License. Subject to your full and ongoing compliance with the terms and conditions of this Agreement, including without limitation payment of all applicable license fees, Company is hereby granted, and You accept, a limited, nonexclusive, nontransferable (except as set forth in Sections2.6 and 2.7), non-assignable, revocable license to use the Licensed Products during the Term on devices as authorized in this Agreement. For purposes of this Agreement, the Licensed Products include any updates that may be provided by D6 Research.

2.2 Subscription. You accept that all Licensed Products are not sold to You,but provided to You to use as prescribed in this Agreement on a subscription basis. Therefore, we are providing Licensed Products to You are a service.

2.3 Evaluation License. License granted for evaluation, generally for the purpose of draft reviews, peer research, collaboration, or trial access, whether fees are charged or paid, are subject to compliance of all Terms of this Agreement, except where specifically prescribed.

2.4 Right to Audit. D6 Research has the right to request for Company to perform an audit for compliance of Licensed Products. At such time, Company will audit as to where the Licensed Materials are currently installed, stored and in which Users control they are in. You shall provide such information within 30 (thirty) days of request. In the event this information does not match D6 Research information, Company will work with D6 Research to resolve inconsistencies of record to achieve accuracy.Failure to resolve may result in losing Good Standing.

2.5 Right to Inquire. D6 Research has the right to submit inquiries to Company regarding their compliance of this Agreement, and Company agrees to respond accurately.

2.6 Concurrent Licensing. Licenses Purchased by Company are concurrent and based on the number of people that are actively registered to access Licensed Products; meaning that the number Subscribed Users and/or Licensed Representatives may not exceed the number of licenses purchased at any given time. Company may reassign Subscribed Users after 90 days since the initial assignment of that Licensed User. Unless D6 Research is made aware that Subscribed Representatives do not require access to Licensed Content, then they count as one Subscribed User license as well.

2.7  Assignment of Licensed Users. Company is required to manage the assignment of their licenses by using a designating a Licensed Representative to make such requests to D6 Research on behalf of Company. This can be done by emailing license@D6research.com.

2.8 Assignment and Reassignment of Grant of License or License Rights. Company, its affiliates, employees or representatives thereof, are not permitted to sublicense, lease, rent, sell, or lend your rights to the Licensed Products as granted in this Agreement without executing an addendum to this Agreement or by way of a separate agreement.

2.9 Media. Company may not store Licensed Products on media intended for storage, backup, access, or distribution; or in any way centralize Licensed Products.

2.10 Devices. Licensed Products may only be downloaded and installed on approved devices by Subscribed Users directly by either i) accessing the D6 portal, or ii) made available by other means by D6 Research. Approved devices are those that are end user facing machines where access is restricted for the purposes of the specific Subscribed User, such as PC’s, tablets, mobile phones, etc. Servers, intranets, content management and storage platforms are not authorized devices. Virtual machines, thin clients, and kiosks are approved as long as each Subscribed User has their own unique login/access credentials that controls access to their individual workspace apart from other users when logged in so that no one other than the Subscribed User can access the Licensed Products.

2.11 Copies. Subscribed Users may make one (1) copy for each device that is in conformance with Sections 2 and 6.

2.12 Modifications. Licensed Users may not make any modifications to Research Reports or Premium Research Content unless expressly permitted (or clearly communicated by D6 Research that it is intended, such as changing input values for tools provided as part of Premium Research Content) or by special arrangement prior to doing so. Any such unauthorized modification may result in Termination of License.

2.13 Support and Updates. You will have access to updates of Licensed Products as long as Your subscription to the Licensed Product(s) is current and in Good Standing at the time the update was released.

3. TERM

3.1 Grant of License. The grant of License for Licensed Products is set by default for one (1) year, unless otherwise agreed in writing by both Parties. The start date is set from the date of delivery of the Product to any Licensed User in the Company. The end date is 365 days from the start date.

        3.1.1 Evaluation Licenses. Are only valid for periods of 60 days, then automatically Terminate. They may be renewed for another 60 days should D6 Research explicitly permit in writing.

3.2 Annual Subscription. All Licensed Products are sold on a subscription basis in units of one (1) year increments. Customers may purchase multiple units for a Licensed Product (example, two units would equal two years). If Company requests, and is granted a coterminous adjustment to the Term, Customer accepts exception to this section of the Agreement and that all other terms and conditions remain in full force.

3.3 Expiration of License. You will be provided an opportunity to renew your license subscription to Licensed Products that you have Purchased before the end of the Term. If your subscription is not renewed by the end date, then Your license is terminated and thereby access to the D6 portal is terminated, and You are required to delete all copies of the Licensed Products.

3.4 Modification of Terms. At D6 Research’s approval, Company may request to modify Terms due to unique circumstances such as prorate or coterminous alignment. In such scenarios, no payments, or portions of payments made to D6 Research will be refunded however credits may be applied for extensions of Terms on some or all Company licensed Products.

4. PRICING, FEES AND PAYMENTS

4.1 Payment. Customer is required to make payments before Product is made accessible. Before a payment can be made, or accepted, Company must execute a valid license agreement.

4.2 Payment Methods.

         4.1.1 Credit Cards. The default payment methods are by credit and/or debit cards through the D6 Research eCommerce store. D6 Research accepts all major forms of credit cards, including corporate Amex.

        4.1.2 Purchase Orders may also be accepted pending D6 Research prior approval. However, customers wishing to do so must arrange directly with D6 Research in advance of making a Purchase through eCommerce. Net Terms for all Purchase Orders will be NET 30. Late payments of Purchase Orders will incur a 0.5% late fee per each new weekfor the total amount that is outstanding (overdue).

        4.1.3 Checks. Checks are accepted which can be mailed directly to the specified D6 Research mailing address specified in Section 17. However, checks must first be cashed prior to completing Purchase and providing You access to the Licensed Products.

4.3 ¬† ¬†Licensing Costs and Calculations. All Research Report pricing is based on two components. First being the ‚Äúbase cost‚ÄĚ, which is only paid once per report. The second being the ‚ÄúSubscribed User license cost‚ÄĚ which is a percentage of the base cost for each additional Subscribed User. Both the base cost and subscribed user license costs are published on the D6 Research Website and clearly indicated when making a purchase through D6 Research eCommerce or authorized Third Party Sellers.

        4.3.1  Included Licenses. Base costs of all Research reports include at least one license. Therefore, if only purchasing one Subscribed User License, there is no need to add another single license. Depending on the version of the report, included number of Subscribed Licenses may vary. D6 Research reserves the right to make changes to the number of licenses that are included with specific versions at any time for Licensed Products that you have not yet Purchased).

        4.3.2  Volume Discounts for Subscribed User Licenses. D6 Research offers a cumulative discount based on the number of licenses You Purchase for each specific Research Report. Please see the D6 Research Website for details. Note, D6 Research is not responsible for 3rd Party Sellers where they may or may not offer volume discounts or may vary. This is between You and the 3rd Party Seller).

        4.3.3  Volume Discounts for Multiple Research Reports. D6 Research offers discounts for customers that Purchase subscriptions to multiple Research Reports. All Purchases considered to substantiate the discount are cumulative and must be an active subscription and in Good Standing. Note, discounts reflect current purchases once the qualifying number of reports is reached and are not applied retroactively in the form of credit or refund (any new ones being Purchased count toward this number). Customers must contact D6 Research prior to purchasing to obtain a discount code. Note, Volume Discounts cannot be combined with any other discount promotion at the time of purchase but will be provided the courtesy of whichever is lower.

                (a)  3 or more: 10% total purchase.

                (b)  5 or more: 20% off total purchase

¬†¬† ¬†¬†¬† ¬†4.3.4¬† Base Price ‚ÄúLock-in‚ÄĚ. D6 Research is sensitive to customers budgetary processes. Therefore, customers that Purchase Research Reports and remain in Good Standing, will be guaranteed renewal based on the sameMSRP list pricethat was published when they originally Purchased the Research Report. If the list price decreases, then You will be afforded the benefit of the lower rate.D6 Research reserves the right to lower the lock-in‚ÄĚ price for each and any specific customers, without consideration or extending the same benefit to another,

        4.3.5  Changes to Courtesy Renewal Discounts. D6 Research reserves the right to make changes to the Courtesy Renewal Rates that we offer as a courtesy to our customers. However, this is a commitment made when entering into this Agreement and we will honor the stated discount of the Agreement that you executed for at least the first renewal period following any changes or the benefit of the better of the two. Following the renewal on the anniversary, Your Courtesy Renewal Rate will be at the published current courtesy rates at that time.

¬†¬† ¬†¬†¬† ¬†4.3.6¬† Conflicts of Discounted Offerings.¬†From time to time, D6 Research may, and reserves the right in its sole desertion, to change its published volume discount schedule, how they are calculated or the criteria for benefits. Should You execute this Agreement, With the exception of Courtesy Renewal Discounts (See Section 4.5), You will be entitled to the benefit of the better of either the new or old policy until the time of Your renewal, at which time, in advance (see notices of renewals) you will be informed of such changes that will take place. In absence of Your direct input, D6 will interpret the ‚Äúbetter of either the new or old policy‚ÄĚ to the best of our judgement for Your benefit. If any disputes arise, D6 Research will work with You to reach a resolution as this is intended to benefit You as a loyal customer.

4.5 Renewals, Notification and Consent. Renewal notices are sent to the Buyer of Record and Licensed Representative 90 and 30 days before expiration if they have not already renewed. D6 Research only charges renewals upon express consent from the Buyer of Record or an authorized executive from the Company if directed. Therefore, it is Your responsibility to ensure that express consent is provided so the renewal payment can be executed prior to licenses expiring.

4.6 Courtesy Renewal Discounts. Customers in Good Standing are entitled to a 20% discount on the Licensed Products that they are renewing (based on the published list prices, or the ‚Äúlock-in‚ÄĚ price they have).

4.7  Taxes. D6 Research will charge and collect the appropriate state and local sales taxes. For EU VAT, business is to provide their VAT number, if they have one, and therefore VAT will not be collected directly by D6 Research. Any other value added tax or fees asserted by local jurisdictions will be the sole responsibility of Company to collect, report, and pay to such entities.

4.8  3RD Party Sellers and Exceptions. Are sellers that are authorized by D6 Research to sell Licensed Products. All authorized 3rd Parties will be listed on our website at www.d6research.com/buy/terms.If You Purchase Licensed Products through an authorized 3rd Party, then the following apply.

        4.8.1 Customers that Purchase Licensed Products through an authorized 3rd Party will be verified by 3rd Party to D6 Research that a Purchase has been made.

        4.8.2  You must execute this Agreement before You can be granted a license, access the D6 portal and Licensed Products that You have Purchased. If you do not execute this Agreement within 15 days of your payment, D6 reserves the right to instruct the 3rd Party Seller to reverse the transaction and terminate the sale.

        4.8.3  D6 Research is not responsible for billing disputes between You and the 3rd Party Seller, and is only responsible for delivery and compliance, for our part, once you have fulfilled Your obligations for Payment and executing this Agreement.

        4.8.4  Taxes. Obligations for Taxes are between You and the 3rd Party. D6 Research is not responsible for any taxes borne from the sale or import of Licensed Products Purchased through a 3rd Party.

        4.8.5  3rd Party Sellers independently define their own payment terms and payment methods.

   4.8.6  Renewals through 3rd Party Sellers. If a 3rd Party is authorized to sell renewals to the subscription of Your Licensed Products, then they will define their own notification intervals, if any, and requirements for consent as to billing and rebilling.  Acces

5.     Delivery and Access to Licensed Products

5.1  Products are Digital. All Licensed Products are made available in electronic form. Company accepts that they are purchasing a digital product.

5.2  Access to Purchased Licensed Products. Company will be provided access to the D6 Research portal to gain access to the Licensed Product that they have Purchased provided You have met the requisite conditions:

   5.1.1  Have executed a valid license agreement.

   5.1.2 Have made a valid payment to D6 Research or authorized 3rd Party Seller.

   5.1.3 Payment and transaction has been validated by D6 Research.

   5.1.4  Buyer of Record has designated a Licensed Representative. If no Licensed Representative has been designated within 5 (five) days of the transaction, then D6 Research will deem the Buyer of Record to be the Licensed Representative until such time it is advised otherwise.

   5.1.5  D6 Research will provide Licensed Representative credentials to log into the D6 portal via their corporate registered email address.

   5.1.6  Licensed Representative is responsible for informing D6 Research as to who the named Licensed Users are.

   5.1.7 All Licensed Representatives and Licensed Users must provide their first and last name, corporate email address and country in which they reside.

   5.1.8  Licensed Representatives and Licensed Users, by way of this agreement, opt-in to D6 Research contacting them specifically to perform obligations under this Agreement such as account notifications (access, password resets, etc.) and updates to Licensed Products that are/may become available, so they can access them. More information in Section 11.

   5.1.9  D6 Research will send Licensed Users credentials to the D6 portal when such users are named to D6 Research by the Licensed Representative.

   5.1.10 Licensed Products will be available in the D6 portal when users are logged in.

   5.1.11 Updates.Will be made to the Licensed Product and available in the D6 portal for download unless otherwise arranged between the two Parties.

   5.1.12   Right to Analyst Access. You reserve the right to speak to a D6 Research analyst regarding the Licensed Product(s) that you have Purchased during the term of a valid license in Good Standing for purposes of clarification, feedback, interpretation or concerns regarding defects. However, You do not reserve the right to engage with analyst where they perform consulting or advisory services unless You make specific arrangements in advance where doing so may require a separate contract and compensation.

   5.1.13  Premium Analyst Access. D6 Research, from time to time, at their sole discretion, may run promotions that entitle customers to receive extended analyst time and/or in combination, consulting and advisory, with Licensed Products or at certain levels of investments.

        (a) In these instances, such benefits will be recorded upon transaction of the offer.

¬†¬†¬†¬†¬†¬†¬† (b) You must sign the Premium Analyst Access Agreement(‚ÄúPAAA‚ÄĚ) prior being able to schedule and/or access analyst.

         (c) If You do not use the analyst access benefits because You did not, or cannot, execute the PAAA, then You forfeit all benefits in respects to the promotion by which you received analyst access time for which there is no refund, remedy or consequence to this entire Agreement or any section.

6 TERMS OF Use of LICENSED PRODUCTS

6.1 Overview of Research Report Versions. D6 Research offers Research Report versions for specific audiences as the content and Premium Research Content that may (or may not) be included varies to support providing each audience with the maximum value relevant to their focus and purpose. The Research Report versions may be the same topic, but can vary greatly as to the cost, length, depth, scope and perspective. In general, they are curated for the audience, however, executing this Agreement provides You have the autonomy to choose any of the versions listed below that You prefer and are responsible for conformance to the terms of use specified with the versions that you Purchase.

¬† ¬†6.1.1 Corporate End User (or ‚ÄúCorporate‚ÄĚ). Are Research Report versions constructed specifically addressing corporate end user practitioner and executive challenges, requirements and considerations.

   6.1.2 Investor. Are Research Report versions constructed specifically for providing insight to the investor community regarding trends on the market, necessary background information, and viability as it relates to technology relevance, adoption and vendors.

   6.1.3 Vendor. Are Research Report versions that are constructed specifically for OEM and ISV organizations (manufacturers and developers), and in some cases the integrator, VAR and dealer channels. These versions contain similar information as to the Corporate End User Versions which may contain variances of content, however the main difference is that they come with additional Premium Research Content and CRLTU benefits (Content Redistribution License Terms of Use agreement) which enables licensed organizations to republish, redistribute, quote, and leverage pre-approved portions of the report, without additional fees

6.2 Terms of Use for Corporate version Research Reportsand/or Premium Research Content for Licensed Users. In addition to terms specified in Section 2.

   6.2.1 Possession. Each copy that is downloaded by Licensed User comes with a watermark containing their corporate email address. Sharing the Research Report and any accompanying Premium Research Content in its entirety to anyone other than the named Licensed User specific in the watermark of that copy is not permitted.

   6.2.2 Posting and uploading. User may install on the devices that are uniquely and specifically assigned to their restricted use. Licensed User or Company may not upload or post the Licensed Product in its entirety, or even substantial portions, to a system or apparatus that others can view or access (such as intranets, extranets, portals, or any destination other than specified for authorized use).

   6.2.3 Printing. May print one (1) copy for their personal use.

   6.2.4 Sharing Internally with Coworkers. Subscribed Users are authorized to socialize portions and concepts with Coworkers relevant to business purposes provided they do so in accordance with guidelines set forth in this section. Evaluation copies are exempt from the benefits of this section with exception of 6.2.4.a and 6.2.4.b for the specific purpose of the evaluatio

         (a) Verbally. No restrictions to convey content and concepts to colleagues.

        (b) Visually. Parts of the Research Report visually displayed from Authorized Devices that are in their immediate possession for the purpose of internal meetings.

        (c) Sharing and distributing. Select and limited portions (to no greater extend required for the specific business (purpose)may be shared with coworkers in either Microsoft PowerPoint (or similar computer program such as Apple Keynote, LibreOffice, etc.) or Your organizational business template used for internal business case and/or project analysis. Such content may be sent via email, printed, or stored per what is considered normal internal use yet is treated with the same confidentiality as Your own confidential information.

        (d) No endorsements. You are prohibited from using the D6 Research trademark as an endorsement without sole permission by D6 Research.

   6.2.5 Conditional Guidelines for internal use with Coworkers subject to benefits under 6.2.4.

        (a) All material derivative from the Licensed Products must reference D6 Research as the source and accompany notation of copyright and restriction for redistribution; i) Each individual image, ii) each quotation, iii) each page that displays portions from D6 Research Licensed Products (including Research Report body content our output from any accompanying Premium Research Content (tools outputs, displays, etc.).

        (b) You may use D6 Research content that conjoins with other content to support internal business and project objectives, however not in such a way that changes the context presented by the analyst.

        (c) Not used for any external purposes without prior written consent (external purposes are defined, but not limited to, presenting, displaying, publishing, distributing or making accessible to any persons that do not meet the definition and terms of use under Section 6.2.4.

      (d) Industry Consultant Coworkers.  You are required to first obtain from D6 Research a Subscribed User license to provide benefits of Section 6.2.4 under which they may also be granted access to the Research Report through the D6 portal. You will be solely responsible for their conformance to this Agreement. 

        (e) Industry Channel Coworkers. You are required to first obtain from D6 Research a Subscribed User license

¬†¬† ¬†¬†¬† ¬†(f) that is categorically in the ‚Äúchannels‚ÄĚ of physical security), or a vendor or service provider within the physical security industry, they are required to obtain a Subscribed User license before such access or distribution for each person that meets this-criteria. Under this section, D6 Research will offer only charging for the user license (not the base cost of the report). By default, their compliance is Your responsibility. Alternatively, it can be arranged for them to execute a separate license agreement excluding you from responsibility form Their actions of noncompliance.

        (g) You are solely responsible for ensuring that all Licensed Users adequately communicate to Coworkers the nature of the permitted use of this Agreement, restrictions and responsibilities of the people the share with.

    6.2.6 Other Analysts. Under no circumstances are You permitted to share any D6 Research content, concepts, in part or in entirety, with organizations (and people that are employed or contracted by) that are in the business of providing market and technology analysis and guidance in the form of licensed content (regardless of whether it is interpreted that they are competitive to D6 Research). Doing so without prior written consent from D6 Research will result in a clear violation of this agreement.

6.3     Terms of Use for Investor version Research Reports and/or Premium Research Content for Licensed Users. In addition to terms specified in Section 2inclusive of the exceptions noted for Evaluation licenses.

    6.3.1 All terms and conditions are identical to Corporate versions with the following additional guidelines.

        (a) You may not directly share D6 Research Licensed Product content externally, for any reason, even with participants in the market that you are evaluating.

        (b) However, You may reference concepts from the research to external participants in the market that You are evaluating, and display limited artifacts drawn from the body of content of the Licensed Products provided they are used solely to provide support to Your positions, and not used apart from such positions.

6.4 Terms of Use for Vendor version Research Reports and/or Premium Research Content for Licensed Users. In addition to terms specified in Section 2, inclusive of the exceptions noted for Evaluation licenses.

   6.4.1 You accept that the purpose of this version, and You will accordingly endeavor to use for such purpose, is to provide You, as a Vendor Customer, Channel Customer or Consultant Customer, the ability to:

        (a) Leverage the information contained within the Licensed Products for internal strategic considerations regarding the market, Your position in the market, and considerations You and Your internal employees may undertake.

        (b) Share insights for consideration with internal strategic resources.

        (c) Share insights from the Research Reports with your audience (customers, prospects, and partners), externally.

        (d) Evaluation licenses have no benefits under this section.

   6.4.2 All terms and conditions for Vendor version licenses are identical to Corporate(as defined in Sections 6.2) versions with the following additional benefits:

        (a) You are provided license to content designated under the CRLTU license that is granted under this Agreement. Evaluation licenses do not receive any CRLTU benefits.

        (b) CRLTU content license provides Your Company the benefits to redistribute Research Report content both internally and externally without having to execute additional agreements or payments to D6 Research. All CRLTU content must be authorized by D6 Research in advance in the form of an accompanying Premium Research Content artifact in which You will be provided access to as part of Your Subscriber Licenses to that specific Research Report. You may use any and all (and only) content from this artifact under the CRLTU Policy.

        (c) You may create copies of the CRLTU content to devices that are not defined as Authorized Devices for the purpose of collaborating the executing the plans or use of the CRLTU content (marketing, sales, etc.,), however, You accept that You are completely responsible for the performance regarding conformance to this Agreement and the CRLTU Policy by anyone who accesses it.

   6.4.3 Prerequisites. You agree to the following in order to execute Your benefits of the CRLTU content. 

¬†¬† ¬†(a) By executing this Agreement, You are confirming that you have read and accept all terms of the CRLTU Policy which can be found on the D6 Research website under ‚Äúpolicy central‚ÄĚ. Your non-acceptance of the CRLTU policy neither invalidates Your Research Report License nor entitles You to a refund or credit ‚Äď You will just neither be able execute any benefits under the CRLTU Policy nor use the CRLTU designated content.

        (b) D6 Research reserves the right to make changes to the CRLTU Policy and You accept to comply with such changes. Changes are intended to enhance clarity, not materially impact Your use. Therefore, notices of changes will be sent via email to the Licensed Representative and You should comply with these changes within 90 days. For instances where content has already been distributed/executed (prepared, printed, designed, scheduled, etc.), You may continue to execute that campaign, as planned, but must make changes for any new campaigns that fall outside of the 90-day mark. If there are any significant conflicts that the changes in policy may cause, it is encouraged for You to contact D6 Research where We can collaborate to resolve or provide exceptions as it is not our intent to create disruption to Your business.

        (c) Changes and Updates in CRLTU Content. Since CRLTU Content is derivative of Research Report content, and such content is ongoing evolution, we will update the CRLTU Content by which You can use. This may include additions, retractions, corrections, changes, etc. You agree to accept any and all updates to the CRLTU Content and perform Your use accordingly with the most recent updates. However, for any content You have already created before such published updates, You may continue to use if not feasible to recall, modify, or make changes to such previous content. You may continue to use artifacts already constructed until the end of Your license term, or remain in Good Standing, except for items where D6 Research has expressed a defect that must be corrected for the sake of accuracy. In such cases, You will need to make the appropriate correction of cease to use that specific content.

        (d) Additional Fees. You agree that Your desired use of any Research Report Content beyond the benefits of the of Section 6.4 and the CRLTU, You are required to contact D6 Research and gain written consent prior to doing so which may be subject to additional fees or conditions assigned by D6 Research. You may choose to accept or decline such additional fees and conditions, prior to your use of the proposed inquiry to D6 Research.

        (e) You may not assign benefits of the CRLTU content to any third parties. However, You may direct third parties that You contract to execute your benefits (i.e., marketing contractors, etc.). You accept any and all risks, and will be responsible, for any violation caused by them where they misappropriate content that results in nonconformance with the CRLTU Policy.

   6.4.4 Requirements for Conformance. Exceptions to benefits under Section 6.2.

        (a) You are not provided benefits under Section 6.2.4,to designate content of the Licensed Products to Industry Channel Coworkers or Industry Consultant Coworkers, only team members directly involved with the development, design, market plans with respect to Your products and services and executive management overseeing these functions. They must obtain Subscribed User licenses directly from D6 Research and execute a separate license Agreement. Note, if You are funding their license D6 can arrange benefits of Your volume discount. However, they are still required to gain Grant of License directly from D6 Research and separately execute a license Agreement which in turn relieves You of their actions regarding their conformance and violations to this Agreement.

        (b) All “field resources (such as those in geographic role as sales, marketing, professional services, evangelists, and sales engineering) are not beneficiaries under Section 6.2.4. Alternatively, You may provide curated content to these roles under the CRLTU or by assigning them a Subscribed User License that you have Purchased.

        (c) All sharing, use, distribution, or display of Research Report content that You have Purchased a license must be done so either under the CRLTU or by Purchasing a Subscriber License for each person that will benefit from such action not within Your rights under the CRLTU or Section 6.2 (except 6.2.4) and 6.4.4.

        (d) No endorsements. You may use the CRLTU Content to demonstrate validation of concepts. However, You are prohibited from using the D6 Research trademark or conjoining the CRLTU Content in such a way that it can be reasonably interpreted as an endorsement of D6 Research of Your product and/or service without prior express written concept.

7.Violations of Use

7.1 Intent and Good Faith. D6 Research’s intent of Section 7 is to encourage responsible behavior and partnership of our Customers to protect D6 Research intellectual Property and prevent the devaluation and/or loss of revenue from unauthorized use. It is designed to impose reasonable actions for Customers to operate in good faith, and in doing so minimize punitive effects for actions outside of their control. Therefore, punitive measures are not the primary intent, or preference of D6 Research, however we will aggressively pursue all punitive remedies of customers that demonstrate that they are not operating in good faith. Generally speaking, it is intended that penalties for non-conformance are designed to be significantly less for customers that operate responsibly and in good faith.

    7.1.1 Determination of Good Faith. Conformance of Sections 2 and 7 will be used as measurement to determine criteria and performance of Good Faith of customers. In the event of customer actions or inactions that are not covered by Section 7, D6 Research reserves the sole right to make such a determination. In such instances, D6 Research will inform and seek feedback from customer for consideration and notification as to outcome. It is entirely upon the customer to be responsive to D6 Research during this process or forfeit all and any courtesy of this section.

7.2 Protocols for Remedy. You agree to the following processes to be remain in Good Standing.

    7.2.1 You agree to commence an investigation in a timely manner of any instances of potential violations that are reported to You, regardless of the source (internal, external, or by D6 Research).

    7.2.2 You agree to perform an investigation concerning potential violations in a timely manner, that is commensurate to a timely manner in which You would treat an investigation into violations of Your own intellectual property. The investigation shall determine the scope, extent, method, source, and recipients.

    7.2.3 You agree to immediately report the results of the investigation, to D6 Research provided that You have determined that such violations, to any extent (part or in whole), has occurred. Immediate will be defined at within one (1) week of the determination from an investigation. Alternatively, if this is not feasible, You may notify D6 Research of the status within such a timeframe upon which D6 Research will endeavor to be mutually agreeable to an alternate timeframe.

¬†¬† ¬†7.2.4 You agree to design and inform D6 Research of a remediation plan (the ‚Äúremedy‚ÄĚ).

    7.2.5 You agree that all parties that received unauthorized access, and those who are responsible for providing access, are held accountable to the extent commensurate with Your own policy for infractions to Your own intellectual property; which may include, but not limited to cease and desist letters and penalties separate from D6 Research.

    7.2.6 You agree to provide D6 Research confirmation, and accompanying evidence, that the remediation plan, and to what extent executed, was performed.

    7.2.7 You agree to cooperate with D6 Research in any investigation and/or prosecution against persons or entities that fail to cooperate with remedy (unwilling, unresponsive) which may include sharing information about the party, their involvement, relevant audit logs only specific to activity concerning D6 Research intellectual property and its misuse, how they may be contacted, providing statements and/or interviews with law enforcement, participating in depositions and/or sworn testimony.

7.3 Effect of Violations

    7.3.1 You may be subject to penalties for violations in which You are responsible.

    7.3.2 You agree to perform remedy of violations with the intent to contain, limit and reverse (if possible) such infractions with the intent of decreasing impact to D6 Research.

        7.3.3 Your licenses, all licenses to any and all D6 Research Licensed Products, may be subject to Termination for Cause for violations that You fail to conform to conform to all of Section 7.

7.4 Penalties for Violations

        7.4.1 Penalties for violation are assessed based on three factors; i) a customer’s Good Faith Status, ii) Willful action, intent, and/or gross negligence iii) to the extent that a remedy was be executed (impact of remedy).

                (a) Full Remedy. When unauthorized copies have either been deleted or paid for so that unauthorized recipients or participants no longer have access to the Licensed Product and/or derivative copies in part or in whole without an appropriate Grant of License.  The source of the violation(s) must be remediated (notification, brought back into conformance, etc.). Evidence of remediation is provided to D6 Research (names of participants, if external) and copies of notifications and confirmations.

                (b) Partial Remedy. When unauthorized copies have not or cannot be deleted and unauthorized recipients or participants are likely to still have possession or access to Licensed Products and/or derivative copies in part or in whole, and it’s either declined or determined to not be feasible to obtain Grant of License for unauthorized recipients. The source of the violation(s) must be remediated (notification, brought back into conformance, etc.) while participants (those who gained unauthorized access or copies) are at minimum sent notices of compliance. Evidence of remediation is provided to D6 Research (names of uncured participants, their names and notices that were sent).

                (c) Willful Zero Remedy. You are unwilling to provide at least Partial Remedy will automatically lose Good Standing status.

                (d) Unwilful Zero Remedy. You are unable, for reasons beyond Your control or capability, to provide at least Partial Remedy. Subject to the same penalties as Partial Remedy but D6 Research reserves the right to perform reviews to consider whether You have the ability to implement controls to uphold Your obligations to this Agreement; lose Good Standing status or Cause for Termination upon repeated instances.

    7.5 Penalties for Customers in Good Standing

        7.5.1 Unauthorized distribution of Licensed Products to internal employees that may be defined as Coworkers (excluding Industry Channel Coworker, Industry Vendor Coworker, and Industry Consultant Coworker) by definition in the Agreement. Transferring possession of Licensed Products to persons that are not defined as beneficiaries under this Agreement, whether in print or electronically, in part of in whole.

            (a) Full Remedy: Upon execution of full remedy, and supporting evidence, no penalty shall be applied.

            (b) Partial Remedy: Upon execution of partial remedy, and supporting evidence, no shall penalty shall be applied.

        7.5.2 Unauthorized distribution of Licensed Products to persons not a direct employee and can be defined as Industry Channel Coworker, Industry Vendor Coworker, and Industry Consultant Coworker by definition in the Agreement or any reasonable association that they are employed within the industry and not a Coworker. Transferring possession of Licensed Products to persons that are not defined as beneficiaries under this Agreement, whether in print or electronically, in part of in whole.

            (a) Full Remedy: Upon execution of full remedy, and supporting evidence, no penalty shall be applied.

            (b) Partial Remedy: Upon execution of partial remedy, and supporting evidence, no shall penalty shall be applied., You shall pay to D6 Research a fee of $500 for each uncured instance of each Licensed Product they obtained. Maximum penalty fee of ($10,000) per License Product per occurrence.

        7.5.3 Unauthorized distribution of Licensed Products to other Analyst firms, or its representatives or agents. Violation of Section 6.2.6. This is a highly willful and deliberate action to disclose D6 intellectual property to our competitors, and potential competitors, and exposes our methodology in addition to our content. It is highly impactful to D6 Research’s business and therefore, cannot be fully remedied. Due to the nature of such deliberate and harmful acts, some impact must be applied.

            (a) Full Remedy: However, if full remedy can be proven, upon execution, and evidence that disclosing individuals have undergone commensurate action, you shall pay D6 Research the amount of $10,000 per Licensed Product that has been disclosed to each such analyst entity (not individual). Full Remedy will require written confirmation by the analyst firm executives to D6 Research affirming assurance they have taken action (deleted, will not use concepts from, etc.).

            (b) Partial Remedy: If partial remedy is executed, and evidence that disclosing individuals have undergone commensurate action, you shall pay D6 Research the amount of $25,000 per Licensed Product that has been disclosed to each such analyst entity (not individual).

        7.5.4 Unauthorized Posting to Internal Unauthorized Systems or Devices. Posting, placing, or uploading Licensed Product content, in part of in whole, to any device that is not an Authorized Device, that is a Company asset under Company control (inside Your network with controlled access, intranet, storage servers, etc.). This is a Willful and/or neglectful act.

            (a) Full Remedy: Upon execution of full remedy, and evidence that the source and participants of the violations has reaffirmed their responsibility for conformance, a one-time penalty of $1,000 for each occurrence (the posting, not downloading) of each Licensed Product.

            (b) Partial Remedy: Upon execution of partial remedy, You will provide supporting evidence that unauthorized persons who could not be remedied were sent notices with potential impact for continued nonconformance and therefore no penalty shall be applied to You. Additionally, without supporting evidence of such notice to unremedied persons, You shall pay D6 Research a user license fee equal to the number of unauthorized users that cannot be remedied, to the maximum of 50 persons/quantity user licenses

        7.5.5 Unauthorized Posting to External Unauthorized Systems or Devices. Posting, placing, or uploading Licensed Product content, in part of in whole, to any device that is not an Authorized Device, where its function it to serve as a Usenet, extranet, or any apparatus that makes content available to the public. Generally, this is a deliberate act of violation and disregard of D6 intellectual property that can be avoid by You.

            (a) Full Remedy: Upon execution of full remedy, and evidence that people have been reaffirmed their responsibility for conformance, the amount equal to 1 (one) years the Licensed Product subscription fee (base plus all licenses, minus any taxes paid; if any).

            (b) Partial Remedy: Upon execution of partial remedy, You shall pay D6 Research the amount equal to 7 (seven) years the Licensed Product subscription fee (base plus all licenses, minus any taxes paid; if any). However, if You can provide evidence that the remaining exposure is less than this value, You are only responsible for that value; or lesser of the two.

        7.5.6 Unauthorized Displaying. The display of Licensed Product content in visual form from Authorized Devices in Your control to unauthorized users that does not conform with benefits under this Agreement.

            (a) Full Remedy: Does not apply since violation does not involve transfer of possession

            (b) Partial Remedy: Upon execution of partial remedy, and explanation of uncured portions of remedy, no penalty shall be applied.

        7.5.7 Unauthorized Sharing of D6 portal credentials or session to internal employees that are not designated and recorded Subscribed Users

            (a) Full Remedy: Upon execution of full remedy, and evidence that people have been reaffirmed their responsibility for conformance, and D6 Research’s ability to revoke access to unauthorized individual, no penalty shall be applied.

            (b) Partial Remedy: Upon execution of partial remedy, and evidence that people have been reaffirmed their responsibility for conformance, and D6 Research’s ability to revoke access to unauthorized individual, and explanation of uncured aspects of violation, no penalty shall be applied.

        7.5.8 Unauthorized Sharing of D6 portal credentials or session to any external persons that are not designated and recorded Subscribed User or Coworkers with appropriate benefits under Section 6. This demonstrates a clear and willful intent to violate the terms of use in this Agreement and disregard D6 Research intellectual property.

            (a) Full Remedy: Upon full remedy and D6 Research’s ability to revoke access to unauthorized individuals, A penalty of $2,500n shall be applied.

            (b) Partial Remedy: Upon partial remedy and D6 Research’s ability to revoke access to unauthorized individuals, a penalty of $1,000 USD per occurrence shall be applied (occurrence being each time credentials were shared to each unauthorized person).

        7.5.9 Any violations that occurdue to breach of Your systems, provided that protections in place at the time were in accordance with cybersecurity best practices.

            (a) Full Remedy: No penalty fees are assessed.

            (b) Partial Remedy: No penalty Fees are assessed.

7.6 Penalties for Customers not in Good Standing. Customers who are not in Good Standing due to nonconformance of Sections 2 and Sections 7, are unlikely to demonstrate Remedy that is transparent and quantifiable to D6 Research. As such, penalties are defaulted to fixed amounts.

            (a) You are afforded the opportunity to provide the same level of evidence and assurance of remedy that can be considered by D6 Research to determine penalties commensurate to the degrees measured under Good Standing and prescribed Protocols of Section 7.2. Upon presenting such evidence to D6 Research toward commensurate full or partial remedy, we reserve the right, in our sole discretion to determine such penalties less than the default amounts.

            (b) You accept that it is Your responsibility to remain in Good Standing, and recognize the benefits afforded by doing so. By not maintaining Good Standing You recognize and agree to such default fees if sufficient as ancillary evidence for consideration to determine specific occurrences and remedy is not supplied. 

             (c)  Therefore, it is recommended, in the interest of both Parties, for You to follow the prescribed Protocols in Section 7.2 (or commensurate and agreed by D6 Research) which will likely reduce penalties associated with violations that may occur.

       7.6.2 Unauthorized distribution of Licensed Products to internal employees that may be defined as Coworkers (excluding Industry Channel Coworker, Industry Vendor Coworker, and Industry Consultant Coworker) by definition in the Agreement. Transferring possession of Licensed Products to persons that are not defined as beneficiaries under this Agreement, whether in print or electronically, in part of in whole.

            (a) A penalty of $1,000 shall be applied for each Licensed Product and each instance for each unauthorized persons.

       7.6.3 Unauthorized distribution of Licensed Products to persons not a direct employee and can be defined as Industry Channel Coworker, Industry Vendor Coworker, and Industry Consultant Coworker by definition in the Agreement or any reasonable association that they are employed within the industry and not a Coworker. Transferring possession of Licensed Products to persons that are not defined as beneficiaries under this Agreement, whether in print or electronically, in part of in whole.

            (a) A penalty of $5,000 shall be applied for each entity that recipients are employees (or are agents or representatives of) for each Licensed Product in the case where such distribution was intentional; regardless of whether or not approved or supported by Your company or its executives. 

            (b) A penalty of $2,500 shall be applied for each case where such distribution can be proven to be unintentional.

       7.6.4 Unauthorized distribution of Licensed Products to other Analyst firms, or its representatives or agents. Violation of Section 6.2.6. This is a highly deliberate action to disclose D6 intellectual property to our competitors, and potential competitors, and exposes our methodology in addition to our content. It is highly impactful to D6 Research’s business and therefore, cannot be fully remedied. Due to the nature of such willful and deliberate and harmful acts, some impact must be applied.

            (a) A penalty of $50,000 shall be applied for each Licensed Product, regardless of the number of people from specified unauthorized organization that received it.

       7.6.5 Unauthorized Posting to Internal Unauthorized Systems or Devices. Posting, placing, or uploading Licensed Product content, in part of in whole, to any device that is not an Authorized Device, that is a Company asset under Company control (inside Your network with controlled access, intranet, etc.).

            (a) A penalty of $10,000 shall be applied for each Licensed Product, regardless of who accessed or downloaded the content.

       7.6.6 Unauthorized Posting to External Unauthorized Systems or Devices. Posting, placing, or uploading Licensed Product content, in part of in whole, to any device that is not an Authorized Device, where its function it to serve as a Usenet, extranet, or any apparatus that makes content available to the public. Generally, this is a deliberate act of violation and disregard of D6 intellectual property that can be avoid by You.

            (a) A penalty of $50,000 shall be applied for each Licensed Product that is posted and each system/instance it is posted to, regardless of who accessed or downloaded the content

            (b) May be reduced by providing evidence of conformance to Sections 2 & 7.2 and actions taken toward full or partial Remedy.

       7.6.7 Unauthorized Displaying. The display of Licensed Product content in visual form from Authorized Devices in Your control to unauthorized users that does not conform with benefits under this Agreement.

            (a) A one-time penalty of $5,000 shall be applied for each instance.

       7.6.8 Unauthorized Sharing of D6 portal credentials or session to internal employees that are not designated and recorded Subscribed Users

            (a) A one-time penalty of $10,000 for each authorized person performing such violation and $1,000 per each unauthorized individual to whom the credentials were shared will be applied. All user access credentials will also berevoked and reset to Your authorized users.

       7.6.9 Unauthorized Sharing of D6 portal credentials or session to any external persons that are not designated and recorded Subscribed User or Coworkers with appropriate benefits under Section 6. This demonstrates a clear intent to violate the terms of use in this Agreement and disregard D6 Research intellectual property

            (a) A one-time penalty of $25,000 shall be applied. All user access credentials will also be revoked and reset to Your authorized users.

       7.6.10    Any violations that occur due to breach of Your systems, provided that protections in place at the time were in accordance with cybersecurity best practices

            (a) If it comes to D6 Research’s attention that Licensed Products have made their way to unauthorized users due to a security breach, and You do not make us aware and take the same precautions You would with your own intellectual property, then we will insist to mutuallyagree on penalties or consider Cause for Termination.

8. Copyright

8.1 D6 Research is a registered Trademark of the United States and/or other countries; and D6 Research retains such Trademark.

        8.1.1 You may use our Trademark in conjunction with permitted use of Licensed Materials and CRLTU defined in Section 6.

8.2 All License Products are subject to copyright. D6 Research retains all copyright to all works under license.

9. Intellectual Property

9.1 Feedback. ¬†If you provide any ideas, feedback, suggestions, materials, information, opinions, or other input to D6 Research (‚ÄúFeedback‚ÄĚ), regardless of any accompanying communication, D6 Research has no obligation to review, consider, or implement your Feedback, all such submissions are made on a non-confidential basis, D6 Research and its successors and assigns have an unconditional and unlimited right to use, reproduce, modify, and disclose such Feedback without any compensation or attribution, and you waive and agree not to assert any so-called ‚Äúmoral rights‚ÄĚ you may have in the Feedback. ¬†

9.2 No Transfer. Other than the use as prescribed in this Agreement of the License, no Licensed Products, in part or whole, or concepts borne within them, no rights, ownership, or title transfer to You.

9.3 No Claims. You may not lay claim to intellectual property of D6 Research Licensed Products in which You were provided access user a valid Purchase and subscription.

10 Confidentiality

A party’s Confidential Information shall not include information that (i) is or becomes a part of the public domain through no act or omission of the other party; (ii) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (iii) is lawfully disclosed to the other party by a third party without restriction on disclosure; or (iv) is independently developed by the other party without use of or reference to the other party’s Confidential Information. In addition, will not be construed to prohibit disclosure of Confidential Information to the extent that such disclosure is required to by law or valid order of a court or other governmental authority; provided, however, that the responding party shall first have given notice to the other.

10.1 Research Reports and Premium Research Content is of restricted information, in that it is not made available to the general public without a license. Further, some Premium Research Content, such as tools or calculators may contain formulas which are considered proprietary and confidential.

10.2 As the result of relevant interactions, D6 Research will not disclose such information that is conveyed as confidential regarding business strategy, requirements, plans, investments, processes, or any other internal matters.

10.3 All information relating to D6 Research unpublished research, methods, plans, other customers, formulas, insights, market plans, and roadmap are considered confidential and not to be disclosed to anyone that is not a Coworker.

10.4 Neither Party shall discuss the details of transactions regarding discounts, prices and fees paid with others.

10.5 You expressly give D6 Research permission to include and publish Your Company name and logo on lists of D6 Research’s customers for the licensed products (such as our website).D6 Research recognizes that we do not own Your trademark, nor that we receive any other benefits other than the use as described in this section.

11. Communications and Privacy

D6 Research takes Your privacy and security very seriously. We require only the minimum and necessary permissions to ensure that we are delivering to you the product, updates, quality and awareness of relevant information where You have expressed interest (concerning our Licensed Products). Therefore;

11.1 Mandatory Communications. By entering into this Agreement, You automatically opt-in to notifications regarding Your billing, appropriate contacts of record, assignment of Your Subscribed Users, legal, conformance, providing and managing account access, updates to Licensed Products that You have subscribed to and any other functional area to administer product, license and ensure conformance under this Agreement. You may not opt-out of these communications.

11.2 Optional Communications. You may receive information and offer about other D6 Research Report products that are relevant to the ones You currently subscribe to (discounts, promotions, etc.). You may opt-out of these through our list management functions (unsubscribe, etc.).

11.3 Sharing Your Data. We do not share customer data with anyone and will not do so without your prior consent and clarity of purpose.

11.4 Data We Store. Only the basic information that You provide to D6 Research is stored and used to perform our obligations under this Agreement, such as; The names of contacts of record, and anyone that has been designated a user license, country where they reside to comply with local privacy laws, IP addresses (only for short periods of time to validate transactions and prevent fraud). We do not store billing information in our servers. We also may collect, and store addresses related to purchases to determine taxes and VAT and comply with local tax authorities and regulations concerning records.

11.5 Payment information. We use Stripe as our Payment Gateway which is PCI certified. We also employ tokenization, so that the credit card information never resides on D6 Research servers which can be used for refunds, reversals, or future renewals at Your consent. 

11.6 You reserve the right to request to know what information we store about You, where and whom its been shared with and request it be deleted if such request does not interfere with D6 Research’s, or Your, ability to execute obligations under this Agreement.

11.7 Rights to Update Policies. D6 Research reserves the right to update our data security and privacy policies, from time to time. We will send notices to You if You have opted in to receive them. Otherwise it is Your responsibility to check to ensure that You understand the current policies which can be found at Policy Central.

12 Warranties and remedies

12.1 Disclaimers. We do not warrant i) that the Research Reports or Premium Research Content will meet Your expectations, (ii) that You will agree with our opinion, analysis, and assessments contained within Research Reports or Premium Research Content, iii) the actions You decide to take or the result of those actions due to concepts reviewed in the Research Reports or Premium Research Content, or that iv) the Research Reports or Premium Research Content will be free of inaccuracies and defects.

12.2 You Accept. The nature of research is complex and imperfect. As such, You accept to independently validate any information upon which You decide to rely and take action from.Therefore, D6 Research is not responsible for any actions that You take from the Licensed Products.

12.3 Warranty. We warrant for the entire term of this Agreement and any applicable Schedule that the Licensed Products are performed professionally and to the best of our ability. We will use reasonable commercial efforts to correct any defects, whether known by You or not, and provide updates for You to the Licensed Products to correct such defects as long as You are in Good Standing to receive such updates. Further, if You make us aware of any defects, and have an active subscription to the Licensed Product for which the defect is being reported, we will review such notifications in a timely manner to assess and if possible provide remedy by way of an update. Evaluation licenses are exempt from the benefits of this section.

13 Limitation of Liability

13.1 D6 Research will not be liable for damages that exceed the value of the total value of license fees paid by You over the received for the 12 (twelve) month period prior to the date of such claims.

13.2 D6 Research accepts no liability for Evaluation copies and licenses.

14 Indemnification

14.1 D6 Research will, to a maximum cap not to exceed the amount paid by You under this Agreement, indemnify, defend and hold You harmless from and against any third party claims, suits, actions, proceedings, and all damages, costs and expenses, including reasonable and necessary attorneys’ fees, and liabilities brought against You alleging that the Licensed Products that you have Purchased infringe on any valid United States or Canadian copyright, trade secret, trademark or other intellectual property right of a third party; provided, however, that You shall: (i)¬†notify D6 Research promptly in writing of any alleged infringement of which You becomes aware; (ii)¬†not settle or compromise any claim, action or allegation without the prior written consent of D6 Research; (iii)¬†give D6 Research sole authority to control fully, at D6 Research’s expense, the defense and settlement of any infringement claim; and (iv)¬†furnish all reasonable assistance requested by D6 Research. Notwithstanding the foregoing, D6 Research shall have no obligation to indemnify You pursuant to this Section with respect to any infringement or alleged infringement resulting from (i)¬†any modifications that You make to the Licensed Products, (ii)¬†any unauthorized use of the Licensed Products by You or Your beneficiaries, iii) any use of the Licensed Product with other software, hardware or data, to the extent such infringement is caused by such combination.D6 Research provides no indemnification derived from Evaluation copies and licenses.

15 General Terms

15.1 Assignment of this Agreement.

        15.1.1 Company may assign all rights of this Agreement provided they are either i) acquired by another entity, ii) experience a change in control of their organization equal to or greater than 51%, or iii) are reassigning to a parent entity that already has a controlling interest, or iv) are a division being spun off into their own controlling entity.

        (a) By doing so, and by having Licensed Products within possession, assigned company automatically accepts all responsibilities under this Agreement.

        (b) D6 Research must be informed in writing of the assignment. Assignment is not contingent upon notification; however, D6 Research can only uphold our obligations completely if we have such records updated. In the event where there is not adequate notification (including updates to Buyer of Record and Licensed Representatives; if the existing ones are no longer sufficient) then D6 Research is only obligated to perform responsibilities under this Agreement to the best of its ability to do so in areas affected by such lack of disclosure.

        (c) No fees for assignment. You or Your successor shall not bear any fees from D6 Research that are directly related to Reassignment.

        15.1.2 D6 Research may assign any and all rights of this Agreementin the event the business is sold, acquired, or experiences a change in control of majority interest. D6 Research is obligated to provide written notice of assignment to Buyer of Record and Licensed Representatives within 30 (thirty) days following the assignment.

15.2 Subrogation. Neither Party is entitled to Subrogation rights under this Agreement.

15.3 Waiver. The waiver by either party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach.

15.4 Relationship Between the Parties.  Nothing in this Agreement shall be construed to create a partnership, joint venture, employment or agency relationship between the parties.

15.5 Force Majeure. Each party shall be excused from performance of any obligation hereunder (except any payment obligation) for any period during which, and to the extent that, it or its subcontractor(s) is prevented from performing any obligation or service, in whole or in part, as a result of causes beyond its reasonable control, and without its fault or negligence including without limitation, acts of God, strikes, lockouts, riots, acts of war, epidemics, communication line failures, and power failures, etc.

15.6 Amendments. D6 Research reserves the right to amend this Agreement;

        15.6.1 Minor grammatical improvements to correct errors and defects that cause no change to the rights, obligations or intent to any section during the Term of this Agreement.

¬†¬† ¬†¬†¬† ¬†15.6.2 Substantive Changes to this Agreement. D6 Research reserves the right to change the terms of this Entity End User License Agreement (‚ÄúEEULA‚ÄĚ). Changes will only take effect on the start the subsequent Term (on Renewal date). It is Your responsibility to review the current version of the ‚ÄúEEULA‚ÄĚ located at Policy Central where D6 will provide change log overview as to the changes that have taken place. If You have concerns, it is advised to contact us directly to discuss prior to renewal and acceptance.

        15.6.3 Updates to Policies referenced under this Agreement which are not central to Grant of License. In the event of such changes, You will be notified and agree to accept such changes.

        (a) Policy Central.All Policies referenced under this Agreement may be found at www.d6research.com/policycentral

        (b) Conflict of Changes. In the event that updates to of D6 Research Policies infringe on or restrict Your use of Your Purchased Licensed Products (counter to the previous version in which you executed or was referenced at the time of execution), then D6 Research will make a best effort to cure conflict by allowing an exception for You to continue use under the previous policy item (only the item that is in conflict) until Your next renewal date, upon which You agree to the new terms in whole, or execute a separate agreement.  You are responsible for reviewing the new policies and related updated and contacting D6 Research to make us aware of such conflict. There are no guarantees as to outcome or cure or resolution. However, we are very mindful to not cause restrictions.

15.7 Relationship Between the Parties.  Nothing in this Agreement shall be construed to create a partnership, joint venture, employment or agency relationship between the parties.

15.8 Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

15.9 Governing Law and Venue. This Agreement, and any disputes arising out of or related hereto, shall be governed exclusively by the internal laws of the State of California, without regard to its conflicts of laws rules. The venue for filing or resolving conflicts or claims shall be the jurisdiction of the County of Orange, California unless otherwise the Parties mutually agree to abirritation, and certified neutral arbitrator where the decision of the arbitrator will be final. The parties agree that this contract is not a contract for the sale of goods; therefore, this Agreement shall not be governed by any codification of Article 2 or 2A of the Uniform Commercial Code, or any references to the Uniform Computer Information Transactions Act or the United Nations Convention on the International Sale of Goods.

15.10 Dissolution of Business. Neither Party, nor its officers, will be held responsible for failures to perform outstanding obligations under this Agreement should the Entity (for You, Your Company or Agency; for D6 Research, D6 Research or its successors) dissolves, ceases all operations and/orto exist as an Entity. 

        15.10.1 In the event that D6 Research dissolves, You shall use the Licensed Products voluntarily without Warranty and Indemnification or updates until Your license term ends; at which time You shall comply with Section 16.2.1 and 16.2.2.

16 Termination and Suvival

16.1 Termination

        16.1.1 General.  This Agreement may be terminated by either party as follows: (A) makes an assignment for the benefit of creditors; (B) files a voluntary bankruptcy petition; (C) acquiesces to any involuntary bankruptcy petition; (D) is adjudicated bankrupt; or (E) ceases to do business.

        16.1.2 Company may terminate this Agreement, Without Cause;

                (a) at any time by providing 30 (thirty) days written notice, provided You are in Good Standing.

        16.1.3 Company may terminate this Agreement; for Cause;

(a) if D6 Research has breaches its obligations under this Agreement that materially affect Your ability to use the License Product(s) as prescribed and cannot be cured. Note, due to the nature of research, delays of delivery for discounted Purchases of pre-release research reports are exempt from this section.

        16.1.4 D6 Research may not terminate this Agreement Without Cause.Unless agreeable by You.

        16.1.5 D6 Research may terminate this Agreement, for Cause for the following reasons. In the event D6 Research does not terminate for any of these reasons, even if such instances have occurred, does not waive You of Your obligations and our right to do so in the future for the same or other reasons.

                (a) Dueto breach by Company

                (b) Nonconformance by Company for Sections 2, 6, and 7 that cannot be cured or remedied.

                (c) Nonconformance by Company for Sections 2, 6, and 7 that are considered performed with intent and/or willful neglect.

                (d) Failure to remain or regain Good Standing status that reflects multiple instances of conformance or causes measure of conformance to be dubious. D6 is required to provide at least two (2) separate written notices to Licensed Representative as to failure of Good Standing no closer together than 15 calendar days form one another for each occurrence. After three (3) occurrences, regardless of regaining Good Standing, D6 Research reserves the sole right to terminate with cause upon which one final notification will be sent informing of Termination.

                (e) for failure to pay Penalties for Violations as prescribed under Section 7.

                (f)  for either repeated Violations, where You fail to conform to Protocols defined in Section 7.2 and impact D6 Research’s ability to measure, remediate, or cure such Violations cause risk and exposure to D6 Research’s business as a result. 

                (g) in D6 Research’s sole discretion, for intentional and/or willful Violationsmade by You, as defined in Section

17.4. D6 Research will consider the willfulness, nature, and impact to D6 Research’s business.

                (h) In the event that You are unresponsive or unwilling to comply with Section 2.4, Right to Audit.

16.2 Effect of termination. Obligations.

        16.2.1 Access and Return of Materials. In all instances of termination, for or without Cause, Grant of License will be terminated. As such, D6 portal credentials will be revoked for all users, and Company is responsible to ensure that all Licensed Products from wherever they were downloaded or uploaded are deleted and all printed copies are destroyed.

        16.2.2 Vendor versions and CRLTU content. If Your license to Vendor version Research Reports and related Premium Research Content is terminated, then all Your benefits to CRLTU content shall also be terminated. You shall delete and destroy all source CRLTU Premium Research Content and any and all copies that were made. Further, You will cease from creating new materials and content using derivatives from the CRLTU content. In the event that You have created materials as a result of previous benefits to the CRLTU Content prior to Termination, then You may continue to use such previously constructed materials for a period (the “Approved CRLTU Extension) of 6 months, at which time You i) may not create new materials, ii) recognize that this affords You no other rights or permissions concerning CRLTU Content, and iii) are subject to all obligations concerning conformance to the CRLTU Policy, iv) are not entitled to updates of CRLTU Content, v) must notify D6 Research in writing as to your plans for continued use, vi) will be subject to Violations (as defined in Section 7) should you continue to use and CRLTU Content or works that use derivatives beyond the Termination date or Approved CRLTU Extension date.

        16.2.3 Refunds and Credits. Due to the nature of digital products and the significant resource required to produce them, with the exception of Termination with Cause in accordance of Section 16.1.2, or of D6 Research’s sole discretion on a case by case basis, Customer shall not be provided any refunds or credits.

                (a) In the case of Section 16.1.2, Termination With Cause by Company, D6 Research will refund the prorated portion (based on time elapsed and remaining of calendar days) of the subscription fees paid to Company minus any transaction fees occurred for processing such transactions.

        16.2.4 Financial Obligations. Any Termination shall not relieve Company from any outstanding charges, payments and fees incurred prior to Termination.

        16.2.5 Levies for Violations. Terminating this Agreement will not absolve You of obligations to pay fees that have been assessed due to Violations prescribed in Section 7.

16.3 Survival.

        16.3.1 In the event of Termination, where You no longer possess D6 Research Licensed Products (inclusive of CRLTU Content), and have fulfilled all obligations under Section 16.2, then only Sections 2.4, 8,9,10,11, and 15.9 shall survive.

        16.3.2 In the event that You either still have in Your possession any D6 Research Licensed Products (inclusive of CRLTU) and/or you have not fulfilled all obligations under Section 16.2, then all the entire Agreement, except for Sections 5, 12.3, and 14 shall remain in effect until all obligations are met, at which time Section 16.3.1 shall take effect.

17 Contact Information and Notices

17.1 Notice of Destination for Notifications. You are responsible for providing D6 Research the names and addresses for those you designate to receive specific notifications and/or changes to our contact information.

17.2 D6 Research Contact Information.

        Registered Corporate Address (Not used for communications)

        IDANALYST LLC

        2120 N ROSS ST

        Santa Ana, CA  02911

        For all written communications, including legal, inquiries and sending checks:

        D6 Research

        8605 Santa Monica Blvd #18266
        West Hollywood, California 90069-4109

        LegalNotices (electronic preferred)

        legal@d6research.com

        Licenses, Access & Account Management        

        License@d6research.com

  • Grant of license status
  • Portal access status
  • Assignment and reassignment of Subscribed Users and Subscribed Representatives
  • Reassignment of Buyer of Record
  • License related inquires

        Billing & Finance Inquiries

        orders@d6research.com

        Policy Central:All Policies referenced in this Agreement can be found here.

        www.d6research.com/polictycentral

You hereby, with full authority as an agent and/or representative of Your Company or Agency, enter Your Company into this Agreement.

 

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Signed by D6 Research
Signed On: July 2, 2018

Signature Certificate
Document name: ENTITY END USER RESEARCH REPORT LICENSE AGREEMENT (EEULA)
Unique Document ID: b25c893cc99f7dbb435a113d5e061c56c317dd79
Timestamp Audit
June 20, 2018 5:01 am EDTENTITY END USER RESEARCH REPORT LICENSE AGREEMENT (EEULA) Uploaded by D6 Research - legal@d6research.com IP 39.47.240.179