MASTER SUBSCRIPTION LICENSE AGREEMENT
Pyramid Decision Intelligence Platform v2023
IMPORTANT – PLEASE READ THESE TERMS CAREFULLY
This Master Subscription License Agreement (“Agreement”) is an agreement between Pyramid Analytics B.V. (“Pyramid”) and the individual/entity set forth in the Order Form (“You” or “Your”) and governs Your use of the Software. This Agreement also applies to any Fixes and Updates to the Software except to the extent that there are terms that are included with those items which supersede this Agreement.
By installing, having installed, or using the Software, You agree to be bound by the terms of this Agreement and the terms set forth in Your Order Form. In the event of a conflict between these terms and the terms of Your Order Form, Your Order Form terms will govern. If You do not agree, then You are not permitted to install, have installed or use the Software. You will have the rights set forth below for so long as You comply with the terms of this Agreement. If You are entering into this Agreement on behalf of a company or other legal entity, You represent that You have the authority to bind such entity and its Affiliates to these terms and conditions, in which case “You” or “Your” shall refer to such entity and its Affiliates.
This Agreement is valid for the term of Your subscription as set forth in the Order Form or for the period of time as determined by Your License Key for trial Software.
“Add-ons” means additional functionality for or enhancements to the Software that are not Updates and may be subject to separate fees and additional terms and conditions.
“Affiliate” means any entity which controls, is controlled or is under common control with either of the parties. Any entity shall be deemed to “control” another entity if it owns directly or indirectly more than 50% of the outstanding voting securities or capital of the other entity or other comparable equity with respect to an entity other than a company.
“Documentation” means the instructions, user guides, manuals and release notes provided by Pyramid for the Software available at https://help.pyramidanalytics.com.
“Fix(es)” means any change or workaround to the Software that corrects a problem with the Software that causes it to crash, lose data, or prevents it from performing substantially in accordance with the Documentation.
“Main Server” means the primary Server on which the Software is installed, and which machine ID is registered in the License Key. Individual Main Servers are required for each production, development and test environment.
“Order Form” means the form used for ordering Software licenses and the level of technical support, provided to either You or Your Reseller by Pyramid. The Order Form sets forth the Software that You are entitled to Run including the type and number of Servers, the number and type of User Licenses, any Add-Ons, and the selected level of technical support.
“Repository” means the database used to store the License Key and which houses Your end User content and meta-data.
“Reseller” means a reseller authorized by Pyramid to resell licenses to the Software.
“Run,” “Runs” or “Running” means to load a copy of the Software into the memory of a Server and execute one or more instructions.
“Secondary Server” means a Server which derives its permission to use the Software from the copy of the Software Running on a Main Server.
“Server” means a single physical or virtualized hardware system capable of Running the Software. A hardware partition or blade is considered to be a separate physical hardware system.
“Software” means the version of the Pyramid Decision Intelligence Platform software identified above, and all Add-Ons, Fixes and Updates thereto, for which You have purchased licenses as set forth in Order Forms.
“Updates” means minor releases of the Software containing Fixes, minor enhancements or user interface changes. Updates do not include new functionality. Updates are generally indicated by a change in the numeric identifier for the Software in the digit to the right of the first decimal point or a change to the right of the second decimal point (e.g., a change from version xxxx.xx to xxxxx.xy or from version xxxx.xx to xxxx.xy).
“User” means an individual authorized by You to use the Software according to the terms and conditions of this Agreement.
“User License” means a license for a User to use the Software. User licenses may be either Professional, Analyst, Viewer or Basic.
- Professional User Licenses have access to the full version of Pyramid Software modules Model, Discover, Present, Publish, Administer, Content Management, Formulate, and Illustrate.
- Analyst User Licenses allow Users to create content using the Lite version of Pyramid Software modules Discover, Present and Publish. Lite versions are simplified versions of the full module.
- Viewer User Licenses can only view and interact with content created by Professional or Analyst Users. Functionality for Viewer Users is limited to Discover reports and visualizations, Present dashboards and rendered output from Publish (like PDF documents and Word files). Viewer Users may also be authorized to modify and save their own versions of content created by Professional or Analyst Users.
- Basic User Licenses allow Users to view and interact with embedded content and OData feeds created by Professional or Analyst Users. Functionality is limited to Discover reports and visualizations, Present dashboards, LinkBack from rendered Publications and rendered output from Publish (like PDF documents and Word files Visual Areas defined in Tabulate Sheets).
- LICENSE RIGHTS; RESTRICTIONS
2.1 General. Pyramid licenses the Software to You based on Your choice of edition/Server, Add-Ons, and the number and type of Users that access and use the Software. Your Order Form sets forth the number of Main Servers on which You may install the Software. You must acquire and assign User Licenses for each individual User that directly or indirectly accesses the Software. You are not permitted to simultaneously assign a User License to more than one (1) User. However, You may permanently re-assign a User License from one User to another. You may also assign a User License to a temporary worker while the normally assigned User is absent. For any given User License, You may make such temporary assignment once (1) in each ninety (90) day period. Your Order Form sets forth the number and type of User Licenses that You have purchased. You are solely responsible for ensuring Your Users’ compliance with this Agreement.The Software requires a valid license key in order for Users to access and use the Software (the “License Key”). The License Key is registered and specific to the machine ID of Your designated Main Server and may only be used with a single Repository. You are not permitted to use the License Key with more than one Repository. You are not permitted to make copies of the License Key or share the License Key with any third parties without Pyramid’s prior written consent. The User License for an individual User is activated within the Software upon assignment by Your Software administrator. If Your Main Server fails and requires replacement, You must request a replacement License Key.
2.2 Use Rights. Subject to Your compliance with the terms of this Agreement and upon Pyramid’s receipt of payment in full, Pyramid grants You a temporary, non‑exclusive, right and license during the subscription term set forth in Your Order Form to:
- Install and Run the Software on the number of Main Servers set forth in Your Order Form;
- Run any number of Secondary Servers for each Main Server license that You have purchased.
- Allow the number of Users set forth in Your Order Form to access and use the Software and Documentation; and
- Copy the Software for archival or off-line back‑up purposes. All archival or back‑up copies of the Software are subject to the provisions of this Agreement and all Pyramid and its licensor’s titles, trademarks, copyrights and restricted rights notices must be reproduced on such copies. If You wish to Run a hot/active failover, You must purchase a separate license as each Main Server requires its own unique License Key. The foregoing rights are limited to Your internal business purposes.
2.3 Additional Rights and Restrictions.
- Sublicensing/Third Party Access. You may allow third parties (including Your Affiliates) to access and use the Software located on Your Servers through a web browser provided that You have obtained a User License for each individual third-party User that directly or indirectly accesses the Software. However, You are not permitted to provide copies of the Software itself to such third parties. Notwithstanding the foregoing, You may provide copies of the Software to a third party to host the Software solely for Your benefit, provided that such third party has reviewed and agreed to be bound by the terms of this Agreement as Your agent. You remain primarily liable to Pyramid for the third parties that access and use the Software and You agree to indemnify, defend and hold Pyramid harmless from and against any third-party claims arising as a result of such third-party access or use of the Software. No other sublicensing of Your rights under this Agreement is permitted.
- Updates. You are entitled to receive a copy of all Updates and revised Documentation for the Software licensed when these become generally commercially available during the term of Your subscription. You are solely responsible for the installation of the Updates.
- Add-ons. The following additional terms apply to the Add-Ons listed below:
- Named Embedding. The Named Embedding Add-On allows BI developers to embed interactive visuals, reports and dashboards from the Discover and Present functionality in the core Software into any website web application You own or develop. Embed recipients who authenticate through the Software may manipulate the views of underlying data.
- Anonymous Embedding. The Anonymous Embedding Add-On is the same as the Named Embedding Add-On, except the recipients are not licensed Users of the Software.
- Report Bursting for Licensed Users. The Report Bursting for licensed Users Add-On enables Users to send Publications as an attachment when distributing via e-mail, SMS, host portal or other means to recipients that are licensed Users of the Software. You are solely responsible for the content You send to third parties using Report Bursting and acknowledge and agree that Pyramid shall have no liability to You or any third party with respect to such content.
- Report Bursting for Unlicensed Users. The Report Bursting for unlicensed Users Add-On is the same as Report Bursting for Licensed Users Add-On, except the recipients of Publications are not required to be licensed Users of the Software.
- Premium Data Connectors. The Premium Data Connectors Add-On allows access to certain data sources like SAP BW.
- OData. The OData Add-On allows other data applications to use data from reports and content generated by the Software.
- White Label. The White Label Add-On allows Your Software Administrator to change the branding of the Software, and to disable or customize help and support links.
- Tabulate. The Tabulate Add-On is an in-platform, browser-based virtual spreadsheet which allows business modelling with live data. These models can be embedded in presentations or shared via interactive dashboards and formatted reports. The Tabulate Add-On can only be used by Users with a Professional or Analyst User License.
- Solve. The Solve Add-On is an extension of Tabulate. It generates prescriptive and optimization solutions based on User-designed decision models designed through Tabulate’s no-code/low-code interface. The Solve Add-On can only be used by Users with a Professional User License.
- Multi-tenancy. The Multi-tenancy Add-On allows separate entities – or tenants – to coexist on a single Main Server. Each tenant is a group of Users who share common access with specific privileges to the Software without being able to interact (or interrupt) the other tenants, their Users, their related activities, and their content.
- Scope of License. The Software is licensed, not sold. This Agreement only gives You some rights to use the Software. Pyramid reserves all other rights. You may use the Software only as expressly permitted in this Agreement unless applicable law gives You more rights despite this limitation. You must comply with all technical protections in the Software that only allow You to use it in certain ways. You agree that You will not, and will not permit others to:
- work around any technical protections in the Software;
- reverse engineer, decompile or disassemble the Software, except and only to the extent that applicable law expressly permits despite this limitation;
- make more copies of the Software than specified in this Agreement and applicable Order Forms or as allowed by applicable law despite this limitation;
- publish the Software for others to copy;
- rent, lease or lend the Software; or
- use the Software to operate a service bureau or subscription service or for commercial software hosting services.
No rights other than those expressly set forth herein shall pass to You. All rights, title and interest in or to the Software and the Documentation and the intellectual property rights therein remain the exclusive property of Pyramid or its licensor. You will not knowingly do anything to impair Pyramid proprietary rights in the Software or seek to acquire or register any rights in Pyramid’s proprietary marks, copyrights or information.
- Multiplexing. Your use of hardware or software to: (i) pool connections; (ii) re-route information; or (iii) reduce the number of devices or individuals that directly access or use the Software (sometimes referred to as “multiplexing” or “pooling”) does not reduce the number of licenses that You are required to purchase in order to use or Run the Software.
- Benchmarking and Competitive Analysis. You will not disclose the results of any benchmark test of the Software without Pyramid’s prior written consent. You will not permit the Software to be used for purposes of competitive analysis or the development of a competitive product.
- Ownership of Pyramid’s Trademarks and Service Marks: You acknowledge and agree that Pyramid is the sole owner of all rights, title, and interest in and to its own trademarks and service marks, and that You shall not acquire any rights in such marks by virtue of this Agreement. You further agree that You will not remove or modify any Pyramid trademarks or service marks from the Software or any notice of Pyramid’s proprietary rights, except if You have additionally licensed the White Label Add-On.
- Third Party Software and Algorithms; Pyramid Marketplace. Certain functionality in the Software, algorithms, or data sources may be made available to You within the Software and subject to additional Fees as set out in Your Order Form or require that You separately contract with a third-party software or data provider in order to fully use such functionality. In addition, Pyramid may make certain third-party algorithms or other content available through the Pyramid Marketplace. Such third-party algorithms and content are provided under separate terms between You and the third party, which Pyramid will make available to You for review prior to placing an order. Pyramid is not a party to the terms between You and such third parties. As such, Pyramid makes no representations or warranties with respect to such third-party providers or their offerings. You acknowledge and agree that Pyramid will have no obligation or liability with respect to Your contract with such third parties and that You are solely responsible for the use of any such third-party algorithms and content.
- Transfer to a Third Party. The rights granted to You in this Agreement are personal and may not be assigned or transferred to a third party without Pyramid’s prior written consent.
- Export Restrictions. You acknowledge that the Software may be subject to certain export restrictions. You agree to comply with all applicable national and international laws that apply to Your use of the Software, as well as end user, end use and destination restrictions.
- U.S. Government Restricted Rights. The Software and Documentation are Commercial Computer Software and Commercial Computer Software Documentation and are licensed to U.S. government end users only as commercial items and only with those rights as are granted to all other end users under the terms and conditions set forth herein. Use, duplication or disclosure of the Software and Documentation by the U.S. Government or a U.S. Government contractor or subcontractor is subject to the restrictions set forth herein and as provided in FAR 12.211 and 12.212 (48 C.F.R. §12.211 and 12.212) or DFARS 227. 7202 (48 C.F.R. §227-7202) as applicable.
- Verification and Reporting. At Pyramid’s written request, which shall be no more than once in each 12-month period, You agree to provide Pyramid with a signed statement: (a) verifying that the Software and Documentation are being used pursuant to the provisions of this Agreement; and (b) identifying the number of Servers and number of Users using the Software. At Pyramid’s written request and at a mutually agreed time, which shall be no more than once in each 12-month period, You agree to grant Pyramid access to Your sites in order to audit the use of the Software and Documentation. Such audit shall be conducted during Your regular business hours and without impairing Your business operations. If such audit establishes that You have used the Software or Documentation beyond the license grant set forth in this Agreement and in applicable Order Form(s), Pyramid reserves the right to charge You for the costs of performing the audit in addition to 125% of the standard list price for such additional use of the Software and Documentation.
- Open Source. The Software may incorporate, be distributed with, or depend upon, certain software or other intellectual property that may be considered “open source,” “public use” or is otherwise subject to an open-source license (“Open-Source Components”). Any use of the Open-Source Components shall be governed by, and subject to, the terms and conditions applicable to use of the Open-Source Components. The Open-Source Components are listed in the “Read Me” file that accompanies the Software.
- Telemetry. Devices on which the Software is installed may periodically provide information to enable Pyramid to verify that the Software is properly licensed. This information includes the Software version, the end User’s User account, product ID information and a machine ID. If the Software is not properly licensed, its functionality may be affected.
Except as otherwise expressly set forth in an Order Form and Support Addendum to this Agreement, Pyramid does not provide support under the terms of this Agreement.
- WARRANTY; DISCLAIMERS
4.1 Scope of Warranties. Pyramid warrants that the Software as provided by Pyramid will perform substantially as described in the Documentation for a period of twelve (12) months from the date of delivery of the License Key. The foregoing warranties do not apply to free trials.
4.2 Disclaimers. THE SOFTWARE IS COMPLEX COMPUTER SOFTWARE. ITS PERFORMANCE WILL VARY DEPENDING ON YOUR HARDWARE PLATFORM, SOFTWARE INTERACTIONS, THE CONFIGURATION OF THE SOFTWARE AND OTHER FACTORS. THE SOFTWARE IS NEITHER FAULT TOLERANT NOR FREE FROM ERRORS, CONFLICTS OR INTERRUPTIONS. PYRAMID DOES NOT WARRANT OR GUARANTEE THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE SOFTWARE WILL OPERATE ERROR-FREE, THAT YOUR USE OF THE SOFTWARE WILL BE UNINTERRUPTED, OR THAT PYRAMID WILL CORRECT ALL ERRORS IN THE SOFTWARE. IN ADDITION, THE WARRANTY IN SECTION 4.1 ABOVE DOES NOT COVER, AND PYRAMID SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR PROBLEMS CAUSED BY MODIFICATIONS OR CUSTOMIZATIONS TO THE SOFTWARE MADE BY YOU OR ANY OTHER THIRD PARTY ACTING ON YOUR BEHALF, OR EVENTS BEYOND PYRAMID’S REASONABLE CONTROL. THE WARRANTIES STATED IN SECTION 4.1 ARE THE SOLE AND EXCLUSIVE WARRANTIES PERTAINING TO THE SOFTWARE AND DOCUMENTATION. TO THE EXTENT PERMITTED BY LAW, PYRAMID EXPRESSLY DISCLAIMS ALL OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, INCLUDING WARRANTIES OR CONDITIONS OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, QUALITY AND FITNESS FOR A PARTICULAR PURPOSE. TO THE EXTENT AN IMPLIED WARRANTY OR GUARANTEE CANNOT BE DISCLAIMED, IT WILL ONLY BE EFFECTIVE FOR THE TERM OF THE LIMITED WARRANTY.
4.3 Exclusive Remedies. For any breach of the warranties contained in Section 4.1, Your exclusive remedy, and Pyramid’s entire liability, shall be to repair or replace the Software so that it operates as warranted. If Pyramid is unable to repair or replace the Software, You will be entitled to terminate this Agreement and recover any pre-paid but unused license fees.
- INTELLECTUAL PROPERTY INFRINGEMENT/INDEMNIFICATION
5.1 Infringement Indemnification. Pyramid shall defend, indemnify and hold You and Your employees, officers and directors harmless at Pyramid’s sole cost and expense, for any claim, suit or proceeding brought against You which alleges that the Software, as delivered and used in accordance with the terms of this Agreement, infringes any third-party patent, copyright or other intellectual property right. Pyramid will pay the amount of any adverse final judgment or settlement, provided that You give Pyramid written notice promptly following receipt of notice of such claim, suit or proceeding, and full information and reasonable assistance in its defense or settlement. Pyramid shall be entitled to direct such defense and to settle or otherwise dispose of such claim, suit or proceeding as it sees fit, provided that any settlement intended to bind You shall not be final without Your written consent, which consent shall not be unreasonably withheld. For the avoidance of doubt, the foregoing obligations do not apply to free trials.
5.2 Limitations on Indemnity Obligations. Pyramid shall have no liability for any claim of infringement based upon: (i) modification of the Software by any party other than Pyramid; (ii) use by You of a superseded or altered release of the Software or Documentation if such infringement would have been avoided by the use of a current unaltered release of the Software or Documentation that Pyramid provides to You; (iii) the combination, operation or use of Software furnished under this Agreement with any software, data, hardware or other materials not furnished by Pyramid if such infringement would have been avoided by the use of the Software and Documentation without such software, data, hardware or other materials or data; or (iv) any trade secret claim, where You acquire the trade secret: (A) through improper means; (B) under circumstances giving rise to a duty to maintain its secrecy or limit its use; or (C) from a person (other than Pyramid) who owed to the party asserting the claim a duty to maintain the secrecy or limit the use of the trade secret. You agree to defend and hold Pyramid and its licensors, and their respective employees, officers and directors harmless against any loss, cost or expenses incurred as a result of a claim based on the foregoing.
5.3 Remedies. Without in any way limiting Pyramid’s obligations to indemnify and defend You under Section 5.1, if an injunction is obtained in such action against Your use of the Software, Pyramid shall, at its option and expense, either: (i) obtain for You the right to continue to use the Software; (ii) replace the Software with a product with substantially equivalent functionality; or (iii) modify the Software so that it becomes non-infringing, while maintaining substantially equivalent functionality. If (i), (ii) or (iii) above are not commercially practical, then Pyramid shall refund all prepaid but unused license fees paid for the infringing Software. This Section 5.3 states Pyramid’s entire liability and Your exclusive remedy for infringement.
- LIMITATION OF LIABILITY
TO THE EXTENT PERMITTED BY APPLICABLE LAW, WHATEVER THE LEGAL OR EQUITABLE BASIS FOR THE CLAIM, NEITHER PARTY, NOR ANY OF ITS SUBSIDIARIES OR SUPPLIERS, WILL BE LIABLE FOR ANY INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES, DAMAGES FOR LOST PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOSS OF GOODWILL, COMPUTER FAILURE OR MALFUNCTION, LOSS OF DATA OR BUSINESS INFORMATION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES) ARISING IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE SOFTWARE OR DOCUMENTATION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. HOWEVER, THIS EXCLUSION DOES NOT APPLY TO EITHER PARTY’S LIABILITY TO THE OTHER FOR VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS. PYRAMID’S MAXIMUM AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO THE LICENSE FEES PAID FOR THE TWELVE (12) MONTHS PRECEDING THE CLAIM. FOR FREE TRIALS, PYRAMID’S MAXIMUM AGGREGATE LIABILITY FOR DIRECT DAMAGES WILL BE LIMITED TO €5.00. THE FOREGOING LIMITATION WILL NOT APPLY TO LIABILITY CAUSED BY PYRAMID’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF OR RELATING TO THIS AGREEMENT MAY BE BROUGHT BY EITHER PARTY MORE THAN TWO (2) YEARS AFTER THE CAUSE OF ACTION HAS ACCRUED.
- TERM AND TERMINATION.
You will have the rights set forth herein for the period of Your subscription as set forth in the Order Form(s) provided that You comply with the terms of this Agreement. This Agreement automatically terminates if You breach its terms and such breach is not cured within thirty (30) days of Pyramid’s written notice of breach or if such breach is not able to be cured. Sections 4.2, 4.3, 6, 7, 8 and 9 will survive any termination of this Agreement.
- DESTRUCTION OF SOFTWARE UPON TERMINATION OF LICENSE.
If any license granted under this Agreement is terminated in accordance with the terms of this Agreement, You must immediately cease using the Software and Documentation and within thirty (30) days destroy all copies in Your possession or under Your control. This requirement applies to copies of the Software in all forms, partial and complete, in and on all types of media and computer memory, and whether or not modified or merged into other materials.
9.1 Notice. Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c) the day of sending by email to the contacts set forth on the Order Form. Notices for termination or an indemnifiable claim (“Legal Notices”) must be clearly identifiable as Legal Notices. Billing-related notices to You will be addressed to the relevant billing contact designated by You on the Order Form. All other notices to You will be addressed to the relevant Software system administrator designated by You on the Order Form.
9.2 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (together with all Order Forms), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. In the event of such a termination by You, Pyramid will refund to You any prepaid but unused fees allocable to the remainder of the term of Your subscriptions for the period after the effective date of such termination. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
9.3 Severability. In the event any provision or part of this Agreement is held to be invalid or unenforceable by any court of competent jurisdiction, it shall be amended to the extent required to render it valid, legal and enforceable, or deleted if no such amendment is feasible, and such amendment or deletion shall not affect the enforceability of the other provisions hereof.
9.4 Waiver. No waiver of any breach of this Agreement will be a waiver of any other breach, and no waiver will be effective unless made in writing and signed by an authorized representative of the waiving Party.
9.5 Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.
9.6 Entire Agreement. This Agreement, including any referenced written addenda, Order Forms and exhibits constitutes the entire agreement between the Parties and supersedes all previous agreements or representations, written or oral, with respect to its subject matter. This Agreement may not be modified or amended except in writing signed by a duly authorized representative of each Party.
9.7 Governing Law. The validity, interpretation, and performance of this Agreement shall be controlled by and construed under: (a) the laws of the State of New York, U.S. if You are located in North or South America, (b) the laws of Germany if You are located in Germany, Austria, or Switzerland, (c) the laws of England and Wales if You are located anywhere else. All disputes rising in relation to this agreement shall be submitted to, and the Parties hereby consent to, the exclusive jurisdiction of the courts located in (i) the Borough of Manhattan, New York when the laws of the State of New York apply, (ii) Berlin, Germany when the laws of Germany apply, or (iii) London, England when the laws of England and Wales apply, all without giving effect to any principles of conflicts of laws. The Parties specifically exclude application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement.
9.8 Attorney’s Fees. In any suit or proceeding between the Parties relating to this Agreement, the prevailing Party will have the right to recover from the other its costs and reasonable fees and expenses of attorneys, and other professionals incurred in connection with the suit or proceeding, including costs, fees and expenses upon appeal, separately from and in addition to any other amount included in such judgment. This provision is intended to be severable from the other provisions of this Agreement and shall survive and not be merged into any such judgment.
9.9 Informal Dispute Resolution. Except for the right of either Party to apply to a court of competent jurisdiction for injunctive relief, if any dispute arises between the Parties, the Parties shall first attempt to resolve such dispute among themselves prior to resorting to any formal legal action. Either Party may notify the other Party in writing of the occurrence of a dispute and establish a mutually convenient time and place to discuss the dispute. In any event, the meeting shall occur within a commercially reasonable period of time (which period shall not exceed fifteen (15) days from the date of the notice) and shall take place between Pyramid’s account executive, Your equivalent representative and Your Chief Information Officer or equivalent. If the meeting does not resolve the dispute, either Party may then give the other Party written notice that the dispute continues. Within a commercially reasonable period of time after such notice, which period shall not exceed fifteen (15) days from the date of such notice, designated executives of both Parties shall meet to discuss the issue at a mutually convenient time and place. Such executives shall be at each Party’s Vice President level or above. If the dispute has not been resolved within a reasonable period of time thereafter, then either Party may pursue applicable remedies under this Agreement, at law, or in equity.
IMPORTANT – PLEASE READ THESE TERMS CAREFULLY
This Pyramid Analytics Support Addendum (the “Addendum”) is an addendum to the Master Subscription License Agreement (“Agreement”) between Pyramid Analytics BV (“Pyramid”) and the individual/entity identified on the Order Form (“You” or “Your”). The terms of this Addendum are incorporated into and made a part of the Agreement by this reference. Any capitalized terms not otherwise defined herein shall have the meanings given to them in the Agreement.
This Addendum sets forth the terms and conditions governing Pyramid’s provision of technical support services for the Software (the “Services”). By entering into this Addendum, the Parties acknowledge and reaffirm their agreement to the Agreement.
By purchasing or using the Services, You agree to be bound by the terms of the Agreement as supplemented by this Addendum. You will have the rights set forth below for the term set forth in Your Order Form so long as You comply with the terms of the Agreement and this Addendum.
- SUPPORT SERVICES
1.1. Scope of Support Services. Subject to Your payment of the support services fees set forth on Your Order Form, Pyramid will provide You with the following Services:
- Pyramid will provide the following support benefits as outlined in the table below based on the level of plan purchased as set forth in Your Order Form.
Support Plan Benefits Silver Gold Online Tutorials ✓ ✓ Online Help ✓ ✓ Community Forum ✓ ✓ Support Contact Options Online Online, Phone Priority Support ✓ Coverage Business Hours Business Hours Named Contacts 2 3
- Technical Support and Customer Portal. Pyramid will provide the Services to Your technical point of contact (“TPOC”) designated in the Order Form for problems encountered by You while installing or using the Software where there is a reasonable expectation that the problem is caused by the Software. Pyramid will also provide online access to our Customer Support Portal to any registered User of Pyramid’s Software, including access to online help files and such optional paid services that Pyramid offers from time to time. Pyramid will provide the Services remotely in English from Pyramid’s site unless otherwise agreed in an Order Form. Additional fees will apply, including reasonable travel and living expenses, where onsite visits are required, which shall be agreed and approved in advance between Customer and Pyramid.
- The Services are available during the times set forth below:
Business Hours Monday to Friday 3am to 7pm, Eastern Standard Time (EST) Extended Support Hours Sunday 3am to 10am, Eastern Standard Time (EST)
- Submitting Requests for Services. Your TPOC may submit requests for technical support by submitting a support ticket on the online support site at https://support.pyramidanalytics.com
- Telephone Support. Where telephone support is provided under the appropriate Support plan, Your TPOC may also submit a request to schedule a telephone call or shared screen session with the Pyramid Technical Support desk or Customer Success Team.
- Pyramid will assign a priority level to Your request according to the priority levels set forth in Table 1 below.
Table 1 – Priority Levels
Priority # Priority Level Description Priority 1 (P1) Critical Indicates a reported Incident where the Production Environment of the Pyramid Server is either completely inoperable or inaccessible to all of Customer’s Users. Priority 2 (P2) High Indicates a reported Incident where the issue has severely impacted the performance of the Software’s intended use as described in the documentation and is causing a material and adverse impact to the majority of Customer’s Users. Priority 3 (P3) Medium
Indicates a reported Incident where the issue has a significant impact on the performance and/or functionality of the Software as described in the documentation that is impacting a minority of the Customer's Users or impacting all Customer's Users in a minor way.
Priority 4 (P4) Low Indicates all questions on how to use the Software.
- Pyramid Response Times. Pyramid will respond and provide updates to all support requests within the time frames set forth in the Table 2 below based on the Support Plan purchased as set forth in Your Order Form. References to hours in Table 2 all refer to Business Hours. This target response time does not include resolution time. Pyramid will update You when there is a change of status in resolution of the issue. Pyramid will use commercially reasonable efforts to resolve all support requests promptly according to their assigned priority.
Table 2 – Response Times
Priority Silver Gold P1 16-24 hours 8-16 hours P2 24 hours 16 hours P3 48 hours 32 hours P4 10 business days 5 business days
- Pyramid Knowledge-base. Pyramid will provide You with access to the Pyramid self-help knowledge base available at https://help.pyramidanalytics.com
1.2. Exclusions from Support Services.
- Exclusions. The following matters are not covered by the Services:
- Installation of Updates or Upgrades by Pyramid;
- Any problem resulting from the misuse, improper use, or damage to the Software;
- Any problem caused by modifications to the Software not made or expressly authorized in writing by Pyramid;
- Any problem caused by or resulting from third party software;
- Any problem caused by or resulting from the equipment or hardware used with the Software; or
- Recovery of lost data.
If Pyramid reasonably determines that a reported problem is caused by any of the above, Pyramid may charge You for any Services rendered the support request on a time and materials basis at Pyramid’s then current standard professional services rates. Notwithstanding the foregoing, Pyramid will not charge You for a support request to the extent that Pyramid reasonably determines that the problem was caused by a programming error in the Software.
1.3. Your Responsibilities. Pyramid’s performance of the Services depends on Your performance of the following obligations. Pyramid will not be responsible for delays in providing the Services caused by Your failure to perform these obligations.
- You will designate a TPOC on our Customer Portal for the purpose of submitting support requests and receiving support under this Addendum as Your sole point of contact.
- You will reasonably cooperate with Pyramid in its delivery of the Services. Such cooperation includes promptly providing Pyramid with:
- availability of Your staff to liaise and work with Pyramid support and/or engineering staff, responding to emails and calls on a reasonable basis, and following directions and recommendations provided;
- all the steps necessary to recreate the reported problem and any other information or documentation that Pyramid may reasonably request; and
- reasonable assistance in re-creating and diagnosing the problem.
- You must install each Update within six (6) months of the date of its general commercial release.
- You are responsible for procuring, installing, and maintaining all equipment, telephone lines, communications interfaces, Internet connectivity, and other hardware necessary to operate the Software.
- Pyramid technical support personnel may require remote access to Your systems in order to diagnose and resolve technical support issues. You agree to provide Pyramid with access codes, procedures and permissions to access the Your systems solely for the purpose of Pyramid’s provision of technical support. Pyramid personnel will only access those systems authorized by You using methods approved by You and under Your supervision.
- WARRANTY; DISCLAIMERS. Pyramid warrants that the Services will be performed in a workmanlike manner in accordance with industry standards. PYRAMID MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUBJECT MATTER OF THIS ADDENDUM, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, OR ANY OTHER WARRANTY OF ANY KIND RESPECTING ANY SERVICES PERFORMED HEREUNDER.
- LIMITATION OF LIABILITY. PYRAMID’S TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL LIABILITY ARISING UNDER OR RELATED TO THIS ADDENDUM, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE FEES PAID BY YOU FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE CLAIM. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WHATEVER THE LEGAL BASIS FOR THE CLAIM, NEITHER PARTY, NOR ANY OF ITS SUBSIDIARIES OR SUPPLIERS, WILL BE LIABLE FOR ANY INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES, DAMAGES FOR LOST PROFITS OR REVENUES, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION) ARISING IN CONNECTION WITH THIS ADDENDUM, THE SERVICES, OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE.
4.1. Force Majeure. Except for the obligation to pay monies due and owing, neither Party shall be liable for any delay or failure in performance due to events outside the defaulting Party’s reasonable control, including without limitation, acts of God, earthquake, labor disputes, shortages of supplies, actions of governmental entities, riots, war, fire, epidemics, pandemics, terrorism, or delays of common carriers or other circumstances beyond its reasonable control. The obligations and rights of the excused Party shall be extended on a day-to-day basis for the time period equal to the period of the excusable delay.
4.2. Relationship of the Parties. Nothing in this Addendum shall be construed to create any agency, employment, joint venture, or franchise relationship between You and Pyramid. Pyramid shall be an independent contractor of You for the performance under this Addendum.
Collecting personal information
Collecting personal information
- Use of Site
You may use the Site (www.PyramidAnalytics.com), and the information, writings, images and/or other works that you see, hear or otherwise experience on the Site (singly or collectively, the “Content”) solely for your non-commercial, personal purposes and/or to learn about Pyramid products and services. No right, title or interest in any Content is transferred to you, whether as a result of downloading such Content or otherwise. Pyramid reserves complete title and full intellectual property rights in all Content. Except as expressly authorized by this Agreement, you may not use, alter, copy, distribute, transmit, or derive another work from any Content obtained from the Site or the Service
The Site and the Content are protected by Netherlands, U.S. and/or foreign copyright laws, and belong to Pyramid or its partners, affiliates, contributors or third parties. The copyrights in the Content are owned by Pyramid or other copyright owners who have authorized their use on the Site. You may download and reprint Content for non-commercial, non-public, personal use only. (If you are browsing this Site as an employee or member of any business or organization, you may download and reprint Content only for educational or other non-commercial purposes within your business or organization, except as otherwise permitted by Pyramid. You may not manipulate or alter in any way images or other Content on the Site.
- Links to Third-Party Web Sites
- Linking to this Site
If you would like to link to the Site, you must follow us with the logo located in our Media Kit and include “Pyramid Analytics” in the image alt tag as well as the link anchor text. Unless specifically authorized by Pyramid, you may not create links to this site that bypass the home page or other parts of the Site. You may not mirror or frame the home page or any other pages of this Site on any other web site or web page.
- Downloading Files
Pyramid cannot and does not guarantee or warrant that files available for downloading through the Site will be free of infection by software viruses or other harmful computer code, files or programs.
- Disclaimer of Warranties
PYRAMID MAKES NO EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS WHATSOEVER WITH RESPECT TO THE SITE, THE SERVICE OR THE CONTENT. PYRAMID EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, WITH REGARD TO THE SITE, THE SERVICE, THE CONTENT, AND ANY PRODUCT OR SERVICE FURNISHED OR TO BE FURNISHED VIA THE SITE. PYRAMID DOES NOT WARRANT THAT THE FUNCTIONS PERFORMED BY THE SITE OR THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR THAT DEFECTS IN THE SITE OR THE SERVICE WILL BE CORRECTED. PYRAMID DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE CONTENT, OR THAT ANY ERRORS IN THE CONTENT WILL BE CORRECTED. THE SITE, THE SERVICE AND THE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.
- Limitation of Liability
You understand and agree that you are personally responsible for your behavior on the Site. You agree to indemnify, defend and hold harmless Pyramid, its parent companies, subsidiaries, affiliated companies, joint venturers, business partners, licensors, employees, agents, and any third-party information providers to the Service from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, consequential, exemplary and indirect damages), and reasonable attorneys’ fees, resulting from or arising out of your use, misuse, or inability to use the Site, the Service, or the Content, or any violation by you of this Agreement.
- User Conduct
You agree to use the Site only for lawful purposes. You agree not to take any action that might compromise the security of the Site, render the Site inaccessible to others or otherwise cause damage to the Site or the Content. You agree not to add to, subtract from, or otherwise modify the Content, or to attempt to access any Content that is not intended for you. You agree not to use the Site in any manner that might interfere with the rights of third parties.
- User Supplied Information
Pyramid does not want to receive confidential or proprietary information from you via the Site. You agree that any material, information, or data you transmit to us or post to the Site (each a “Submission” or collectively “Submissions”) will be considered non-confidential and non-proprietary. For all Submissions, (1) you guarantee to us that you have the legal right to post the Submission and that it will not violate any law or the rights of any person or entity, and (2) you give Pyramid the royalty-free, irrevocable, perpetual, worldwide right to use, distribute, display and create derivative works from the Submission, in any and all media, in any manner, in whole or in part, without any restriction or responsibilities to you.
- General Provisions
Inquiries or complaints regarding these terms should be directed to [email protected]
Changes to This Statement
Pyramid Analytics reserves the right to modify or update these terms at any time without notice.
Pyramid Analytics User Community Terms of Service
IMPORTANT: Use of the Pyramid Analytics User Community Site indicates you accept these terms as presented to you, without changes. Pyramid Analytics will accept no additions or deletions. At any point in time Pyramid Analytics may change, add, or remove any part of the Terms of Service or any part of the services and features provided at the Site. If it does so, Pyramid Analytics will update the Terms of Service here and may post such changes elsewhere on the site. If you do not accept these terms, do not use the Pyramid User Community Site.
If any future change is unacceptable to you, you must discontinue using the Site. Your continued use of the Site will always indicate your acceptance of these Terms of Service and any changes to it. If you do not accept these terms, do not use the Pyramid Analytics User Community Site.
The Pyramid Analytics User Community is an open platform for Pyramid Analytics users, partners, and employees to network with each other, find information, share insights, and exchange ideas about their projects and business and technology needs.
Pyramid Analytics facilitates this peer-to-peer interaction in order to get feedback, increase customer success and satisfaction, and improve our product based on the requirements of markets and users.
You agree not to (or allow anyone else to use your account to) post or transmit:
- Content that is abusive, vulgar, obscene, hateful, fraudulent or that discloses private or personal matters concerning any person. This includes language, information, or images.
- Content that is threatening, defamatory or abusive, either between forum members or directed towards a Pyramid Analytics employee or manager.
- “Rants,” “slams,” or legal threats against Pyramid Analytics or another company or competitor.
- Bigoted, hateful, or racially offensive comments.
- Political or religious statements or commentary.
- Off-topic comments not related to decision intelligence, analytics, or the Pyramid Analytics products.
- Any material that you don’t have the right to transmit under law (such as copyright, trade secret, or securities) or under contractual or fiduciary relationships (such as nondisclosure agreements).
- Language that promotes illegal activity or discusses illegal activities with the intent to commit them. This includes any message that solicits or promotes the use of an illegal substance.
- Advertising, promotional materials, or other forms of solicitation including chain letters, pyramid schemes, class action suits, or charitable appeals. This includes advertising links in signatures.
- Any file or link to a file that contains viruses, corrupted files, “Trojan Horses,” or any other malicious, contaminating or destructive features that may damage someone else’s computer.
- Duplicate posts, spam messages, or posts repeated excessively on one or more boards.
- Messages designed to evade profanity or other filters.
- Personal phone numbers or addresses (to protect privacy).
- Personal email addresses, private information such as social security numbers, or other contact information that is not your own, including, but not limited to Pyramid Analytics employee’s email addresses.
- Hyperlinks that lead to sites that violate any of these Terms of Service or the Pyramid Analytics User Community Guidelines (link to guidelines).
- Any message that impersonates another person or affiliation with an entity, including, but not limited to, Pyramid Analytics.
- Intentionally violate any applicable law or regulation while accessing and using our site
- Interfere in any way with the operations of the forum or with a fellow user’s message box, including but not limited to mail or “post” bombing, news bombing, other flooding techniques, deliberate attempts to overload a system and broadcast attacks, or attempts to avoid messaging blocking.
- Evading bans or suspensions or otherwise disregarding directions from the Pyramid Analytics community team. Pyramid Analytics moderators may at any time and without prior notice remove any posted message or thread, delete words that violate these Terms of Service from posted messages, and/or ban your account for violating the above reasonable provisions. Please remember that you are responsible for all statements made and acts that occur using your username and password.
- Any content or post contrary to or in violation of the Pyramid Analytics User Community Guidelines (link to guidelines).
- Any Pyramid Analytics confidential information or the confidential information of any customer, partner or other third-party.
If you recognize any violation of these Terms of Service, please notify us by contacting: [email protected]
If you believe that work belonging to you has been copied onto the Pyramid Analytics User Community Site without your permission, please notify us by sending a written notification of claimed infringement to:
By email [email protected].
USER PROFILE INFORMATION
We may, at our sole discretion, refuse to grant you, and you may not use, a screen name or email address that is already being used by someone else, that impersonates another person, that belongs to another person (without that person’s prior consent), that violates the intellectual property or other rights of any person, that is vulgar or otherwise offensive, or that we reject for any other reason. You represent and warrant that all information provided in your profile is accurate, true, current, and complete. Pyramid Analytics may terminate your account if any of the information provided is found to be inaccurate, false, out of date, or incomplete.
MEMBER GENERATED CONTENT
The content found in the Pyramid Analytics User Community Site comes from a variety of sources, primarily from community members. Pyramid Analytics makes no claims, warranties, or representations as to the accuracy, completeness, or truth of any material submitted or found on the Community Site. Pyramid Analytics is not liable for any website links posted on the Community Site; website links posted in the Community may link to sites not administered or under the control of Pyramid Analytics and users open such links at their own risk. Pyramid Analytics is not liable for any errors or delays in the content or transmission of postings on the site. Remember that you are responsible for your own decisions to act upon the information provided by community members. Pyramid Analytics makes no guaranty of the confidentiality or privacy of any communication or information transmitted on the site or any website linked to the site, or otherwise in connection with your use of the User Community Site and Pyramid Analytics will not be liable for the privacy of e-mail addresses, registration, and identification information, confidential or trade-secret information posted to the User Community Site. If you provide any ideas, suggestions, or recommendations on this site regarding Pyramid Analytics’ products, technologies, or services (“Feedback”), Pyramid Analytics may use such Feedback and incorporate it in Pyramid Analytics’ products, technologies, and services without paying royalties and without any other obligations or restrictions.
If your user identification or password(s) is compromised, or if you become aware of any unauthorized use of your account or other breach of security, you are responsible for promptly notifying us. You can notify us by sending an email to [email protected].
You must be 18 years of age or older to access and use the Pyramid Analytics User Community Site.
Pyramid Analytics reserves the right to modify these Terms of Service at any time, effective upon posting of the modified Terms of Service on the forum.
DISCLAIMER OF WARRANTIES
The Pyramid Analytics User Community Site is provided on an “as is” basis without warranty of any kind, express or implied. You expressly agree that the use of the Pyramid Analytics User Community Site is at your sole risk. Pyramid Analytics does not warrant that the Pyramid Analytics User Community Site will be uninterrupted or error-free, nor does Pyramid Analytics make any warranty as to any results that may be obtained by use of the Pyramid Analytics User Community Site. Pyramid Analytics makes no other warranties, expressed or implied, including, but not limited to, any implied warranties of merchantability or fitness for a particular purpose, in relation to the Pyramid Analytics User Community Site. Views expressed on the Pyramid Analytics User Community Site are not endorsed by Pyramid Analytics.
LIMITATION OF LIABILITY
Under no circumstances shall Pyramid Analytics be liable to you or any other person for any damages, including without limitation, direct, indirect, incidental, consequential, or punitive damages arising out of or relating to this agreement or the use of the Pyramid Analytics User Community Site. Your sole and exclusive remedy hereunder shall be for you to discontinue your use of the Pyramid Analytics User Community Site and terminate this agreement.
You agree to indemnify, defend hold and Pyramid Analytics, its shareholders, directors, officers, employees and agents harmless from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorney’s fees, asserted by any person, arising out of or relating to: (a) this Agreement; (b) your use of the Pyramid Analytics User Community Site, including any data or work transmitted or received by you; and/or (c) any libelous, slanderous, indecent or other statement concerning any person made or republished by you.
GOVERNING LAW AND VENUE
These Terms of Service constitute a binding agreement. Failure to comply with these Terms of Service may result in account revocation and other legal actions. These Terms of Service, the Pyramid Analytics User Community Guidelines and related documents set forth herein constitute the entire agreement between you and Pyramid Analytics with regards to the Pyramid Analytics User Community Site supersede any prior agreements between you and Pyramid Analytics regarding its subject matter. The laws of England and Wales shall govern this Agreement and the relationship between you and Pyramid Analytics, without regard to conflict of law provisions. You and Pyramid Analytics agree to submit to the personal and exclusive jurisdiction in the courts located in London, England, for resolution of any dispute related to these Terms of Service.
IMPORTANT – PLEASE READ THESE TERMS CAREFULLY
By accessing and/or using the Sandbox, You agree to be bound by the terms of this Agreement. If You do not agree, then You are not permitted to access or use the Sandbox. You will have the rights set forth below for so long as You comply with the terms of this Agreement. If You are entering into this Agreement on behalf of a company or other legal entity, You represent that You have the authority to bind such entity to these terms and conditions, in which case “You” or “Your” shall refer to such entity and its Affiliates.
Pyramid makes the Sandbox available for the purpose of allowing You the opportunity to experience and experiment with the capabilities of Pyramid Analytics Decision Intelligence platform, and to showcase Your results to other users in the Sandbox.
Pyramid collects Your name and e-mail address as part of the registration process for using the Sandbox. Pyramid only uses this information for purposes of administering this Agreement and providing You with access to the Sandbox. Your use of the Sandbox will be anonymous unless You choose to share Your identity with other users of the Sandbox. You agree that Pyramid will have no liability to You for any reason should You choose to share Your identity with others in the Sandbox.
3. DESCRIPTION AND USE OF THE SANDBOX
3.1 Description. The Sandbox is a closed environment that is hosted on Pyramid’s servers and contains fixed datasets that Pyramid may update from time-to-time.
3.2 Using the Sandbox. You may use the datasets and tools that are contained in the Sandbox. Because the Sandbox is a closed environment, You will not be able to upload or otherwise import any data or other content to the Sandbox Projects can only be created and used in the Sandbox and cannot be exported. You can save your projects to a private or public folder. Projects saved to a private folder will only be accessible to You and Pyramid. Projects saved to a public folder will be accessible by all users of the Sandbox and Pyramid. Projects may be deleted after 180 days. Pyramid also reserves the right to delete projects under certain circumstances such as for server upgrades, to correct server malfunctions, or if you breach the restrictions in Section 3.3.
3.3 Restrictions. You agree not to use the Sandbox:
- in a way prohibited by law, regulation, governmental order or decree;
- to violate the rights of others;
- to try to gain unauthorized access to or disrupt any Pyramid service, device, data, account or network;
- in a way that could harm Pyramid; or
- in a way that could harm the Sandbox or impair anyone else’s use of it.
3.4 Ownership. Pyramid does not claim ownership to any content You create in the Sandbox. However, if You save content to a public folder, you grant to Pyramid and all users of the Sandbox a worldwide, royalty-free and non-exclusive, perpetual, irrevocable and fully sublicensable license to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and publicly display such dashboard (in whole or in part) and to incorporate such content into other works in any format or medium now known or later developed. No rights other than those expressly set forth herein shall pass to You. All rights, title and interest in or to the Sandbox and its contents and the intellectual property rights therein remain the exclusive property of Pyramid and/or its licensors. You will not knowingly do anything to impair Pyramid’s proprietary rights in the Sandbox or seek to acquire or register any rights in Pyramid’s proprietary marks, copyrights or information.
3.5 Monitoring and Feedback. You acknowledge and agree that Pyramid may monitor Your use of the Sandbox for purposes of ensuring Your compliance with the terms of this Agreement and for making product improvements. During the course of this Agreement, You may in Your sole discretion provide comments, feedback, potential errors and improvements, reports, or ideas about the Sandbox or Pyramid’s technology (“Feedback”) to Pyramid. In the event You do so, You hereby assign to Pyramid all right, title, and interest in and to the Feedback, if any. All Feedback is provided “as-is” without any warranties of any kind, express or implied.
4. NO WARRANTY.
YOU ACKNOWLEDGE AND AGREE THAT THE SANDBOX IS PROVIDED “AS IS” AND PYRAMID, ITS SUPPLIERS AND LICENSORS DISCLAIM ALL WARRANTIES RELATING TO THE SANDBOX, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES AGAINST INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT DOES PYRAMID WARRANT THAT THE SANDBOX IS ERROR FREE OR WILL OPERATE WITHOUT PROBLEMS OR INTERRUPTIONS.
Pyramid may, at its option, terminate this Agreement and Your access to the Sandbox immediately if You: (i) fails to comply with any terms and conditions of this Agreement or (ii) use the Sandbox other than as authorized herein. Pyramid may choose to discontinue the Sandbox at any time and for any reason.
6. LIMITATION OF LIABILITY.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PYRAMID OR ITS SUPPLIERS OR LICENSORS BE LIABLE UNDER ANY CONTRACT, TORT, STATUTORY OR OTHER LEGAL OR EQUITABLE THEORY, INCLUDING NEGLIGENCE, FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING LOST INCOME, REVENUE OR PROFITS, LOST OR DAMAGED DATA, SYSTEM DOWNTIME, OR OTHER COMMERCIAL OR ECONOMIC LOSS, ARISING FROM THE USE OF, OR INABILITY TO USE, THE SANDBOX. THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY EVEN IF PYRAMID OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE. IN NO EVENT WILL PYRAMID OR ITS LICENSORS’ TOTAL LIABILITY FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY EXCEED $100. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
The parties are independent contractors, and nothing in this Agreement is intended to or shall create any agency, partnership or joint venture relationship between them. You may not assign, transfer, or sublicense any obligation or benefit under this Agreement without Pyramid’s prior written consent and any attempt to do so shall be void. The failure of either Party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. This Agreement constitutes the entire agreement between the parties and supersedes all proposals, oral or written, all negotiations, conversations, or discussions between or among parties relating to the subject matter of this Agreement and all past dealing or industry custom. No changes or modifications or waivers are to be made to this Agreement unless evidenced in writing and signed for and on behalf of both parties. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. The validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws of England as if performed wholly within England and without giving effect to the principles of conflicts of laws. The Parties hereby consent to the exclusive jurisdiction of the courts located in England. The Parties specifically exclude application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement.
Pyramid Learning Hub Terms of Service
IMPORTANT – PLEASE READ THESE TERMS CAREFULLY
Pyramid Learning Hub Terms of Service (“Agreement”) are an agreement between Pyramid Analytics BV (“Pyramid”) and the individual accessing and/or using the Pyramid Learning Hub (“You” or “Your”) and governs Your use of the Pyramid Learning Hub. If You are accessing the Pyramid Learning Hub using access credentials provided to You by Your employer and Your employer has entered into a License Agreement with Pyramid that allows for use of the Learning Hub, the terms of the Licensing Agreement supersede this Agreement in the event of a conflict.
By accessing or using the Learning Hub, You agree to be bound by the terms of this Agreement. If You do not agree, then You are not permitted access or use the Learning Hub. This Agreement is valid for the term of your subscription as set forth in the Order Form.
1. DESCRIPTION OF SERVICE.
The Pyramid Learning Hub is a collection of self-help resources that Pyramid makes available to You for the purpose of helping you to learn about Pyramid offerings.
2. USE RIGHTS.
Subject to Your compliance with the terms of this Agreement, Pyramid grants You a temporary, non exclusive, right and license during the subscription term set forth in Your Order Form to access and view the contents of the Learning Hub solely for your internal business purposes. Pyramid may also provide certain downloadable materials such as anonymized datasets for You to use in learning how to use Pyramid’s offerings (“Downloadable Materials”). Pyramid grants You a world-wide, fully paid-up, non-exclusive, non-transferrable, revocable right and license to copy, use and modify the Downloadable Materials solely for the purpose of learning to use the Pyramid offerings. With the exception of the Downloadable Materials, You are not permitted to, and agree not to attempt to, download or otherwise copy any content from the Learning Hub. Pyramid reserves all rights not expressly granted herein.
3. REGISTRATION INFORMATION.
You must provide certain information about yourself in order to use the Learning Hub (“Registration Information”). You agree to provide true, accurate, current and complete Registration Information and keep it updated at all times. Pyramid will not share this information with any third parties and will only use this information to confirm Your right to access and use the Learning Hub and to inform You of any new content that may be available in the Learning Hub. If You provide any information that is untrue, inaccurate, not current or incomplete, or Pyramid reasonably believes that such information is untrue, inaccurate, not current or incomplete, Pyramid may suspend or terminate Your access to the Learning Hub.
4. ACCOUNT SECURITY.
Pyramid will provide You with a unique user ID and password for accessing the Learning Hub. You are responsible for maintaining the confidentiality of Your user ID and password and are fully responsible for all activities that occur under Your password or account. You may not share your user ID and password with any other user. You agree to immediately notify Pyramid of any unauthorized use of your password or account or any other breach of security. You acknowledge and agree that Pyramid will not be liable for any loss or damage arising from Your failure to properly safeguard your account or password.
5. ACCEPTABLE USE POLICY.
You may not use the Learning Hub:
- in a way prohibited by law, regulation, governmental order or decree;
- to violate the rights of others;
- to try to gain unauthorized access to or disrupt any service, device, data, account or network;
- to distribute spam or malware; or
- in a way that could harm the Learning Hub or impair anyone else’s use of it.
You acknowledge and agree that Pyramid and/or its licensors own all rights, title and interests in and to the Learning Hub and its contents, including all intellectual property rights. Except as expressly granted herein, this Agreement does not grant You any rights in or to the Learning Hub or its contents.
7. NO WARRANTY; DISCLAIMERS.
PYRAMID PROVIDES THE LEARNING HUB “AS-IS” AND MAKES NO WARRANTIES WITH RESPECT TO THE LEARNING HUB. PYRAMID DOES NOT WARRANT OR GUARANTEE THAT THE LEARNING HUB WILL MEET YOUR REQUIREMENTS, THAT THE LEARNING HUB WILL OPERATE ERROR-FREE, THAT YOUR USE OF THE LEARNING HUB WILL BE UNINTERRUPTED. TO THE EXTENT PERMITTED BY LAW, PYRAMID EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OR CONDITIONS OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.
8. LIMITATION OF LIABILITY.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, WHATEVER THE LEGAL OR EQUITABLE BASIS FOR THE CLAIM, NEITHER PYRAMID, NOR ANY OF ITS SUBSIDIARIES OR SUPPLIERS, WILL BE LIABLE FOR ANY INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES, DAMAGES FOR LOST PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOSS OF GOODWILL, COMPUTER FAILURE OR MALFUNCTION, LOSS OF DATA OR BUSINESS INFORMATION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES) ARISING IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE LEARNING HUB, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. PYRAMID’S MAXIMUM AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO THE LICENSE FEES PAID FOR THE TWELVE (12) MONTHS PRECEDING THE CLAIM FOR ACCESS TO THE LEARNING HUB. FOR FREE TRIALS, PYRAMID’S MAXIMUM AGGREGATE LIABILITY FOR DIRECT DAMAGES WILL BE LIMITED TO €5.00. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF OR RELATING TO THIS AGREEMENT MAY BE BROUGHT BY EITHER PARTY MORE THAN TWO (2) YEARS AFTER THE CAUSE OF ACTION HAS ACCRUED.
9. TERM AND TERMINATION.
You will have the rights set forth herein for the period set forth in the Order Form(s) provided that You comply with the terms of this Agreement. This Agreement automatically terminates if You breach its terms and such breach is not cured within thirty (30) days of Pyramid’s written notice of breach or if such breach is not able to be cured. Sections 5,6,7, 8, 9 and 10 will survive any termination of this Agreement.
The parties are independent contractors, and nothing in this Agreement is intended to or shall create any agency, partnership or joint venture relationship between them. You may not assign, transfer, or sublicense any obligation or benefit under this Agreement without Pyramid’s prior written consent and any attempt to do so shall be void. The failure of either Party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. This Agreement constitutes the entire agreement between the parties and supersedes all proposals, oral or written, all negotiations, conversations, or discussions between or among parties relating to the subject matter of this Agreement and all past dealing or industry custom. No changes or modifications or waivers are to be made to this Agreement unless evidenced in writing and signed for and on behalf of both parties. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement shall be governed by and construed in accordance with the laws of England and Wales (without regard to the conflicts of laws provisions thereof or the UN Convention on the International Sale of Goods). In any action or proceeding to enforce rights under this Agreement, the prevailing Party will be entitled to recover costs and attorney’s fees.