Supplemental Terms for EP Insights
Last updated March 17, 2021.
1. USE OF SOFTWARE
1.1. Description. EP Insights is a cloud-based analytics and insights platform providing studios and production companies access to a number of solutions, each of which leveraging always-on data and advanced analytic tools to help make business decisions with speed and precision.
1.2. Qlik Products. Each EP Insights solution contains or incorporates proprietary software owned by QlikTech, Inc. and its licensors (“Qlik Products”). You are prohibited from using the Qlik Products you obtain from EP in any way other than integrated with the data structures of those EP Insights solution(s) identified in the applicable Order Form. You do not gain a license or any other right to Qlik Products, and may under no circumstance whatsoever use the Qlik Products independently or separated from EP Insights. QlikTech, Inc. is an intended third party beneficiary of the Agreement and may enforce applicable terms of the Agreement. For the avoidance of doubt, this Agreement does not restrict your use of any Qlik Products you have obtained independently of EP. QlikTech, Inc. shall not have any liability or responsibility to you.
1.3. Subscription-Based Software License. As part of your subscription to the Services, we provide the software necessary to access and use the EP Insights solution(s) identified in the applicable Order Form (the “Software”). Subscriptions to each EP Insights solution are provided in tiers, with each tier offering different functionality within the Software, with such functionality described in the applicable Order Form. Access to certain solutions and/or subscription tiers may be subject to additional requirements identified in the applicable Order Form. For clarity, your use of EP Insights will be limited to those solutions and subscription tiers identified in the applicable Order Form. We grant you a non-exclusive license to use the Software: (i) as long as your subscription is valid; (ii) as long as it does not exceed the total number of licenses purchased; and (iii) consistent with the Terms and related documentation, including the applicable Order Form.
1.4. Activation and Validation. The Software may require you to take certain steps to activate the Software or validate your subscription. In addition to Section 1.9 (Suspension/Termination of Services) of the General Terms, failure to do so may result in reduced functionality, inoperability of the Software, or a termination or suspension of the subscription.
1.5. Updates. The Software may automatically download and install updates from EP from time to time. These updates may take the form of bug fixes, new features, or new versions.
1.6. Additional Restrictions. In addition to Section 1.3 (Restrictions on Use) of the General Terms, you shall not permit any other person that is not a User to use or access EP Insights, including any reports or other work product provided to you in connection with your use of the Services which you agree to use only for your own internal business purposes. You may not designate more Users than permitted in the applicable Order Form.
2. YOUR DATA
You agree that we may use Your Data that we receive from you and/or collect on your behalf in connection with the Services or other services EP provides to you, to enhance the Services, provided that EP’s use of Your Data as contemplated herein would be on an aggregated and anonymized basis in compliance with Section 2.4 (Aggregated and Anonymous Data) of the General Terms. You represent and warrant that you have all necessary rights conveyed in this Section 2.
3.1. Mutual Warranties. Each party represents and warrants that (i) it has the full power to enter into the Terms; and (ii) the performance of its obligations and use of the Services will not violate any applicable laws, regulations or cause a breach of any agreements with any third parties.
3.2. EP Warranties. EP warrants that (i) the Services will perform materially in accordance with the applicable Documentation, (ii) EP will not materially decrease the functionality of the Services during the term; and (iii) based on regular monitoring in accordance with applicable industry standards, the Services do not contain any Malicious Code. Your sole and exclusive remedy and EP’s entire liability for a breach of this warranty shall be for EP to use commercially reasonable efforts to modify the Services or to substantially achieve in all respects the functionality described in the Documentation; and if EP is unable to restore such functionality, you shall be entitled to terminate the applicable Order Form and receive a prorated refund of the Fees paid to EP any unused Services identified in the Order Form.
3.3. DISCLAIMER OF FURTHER WARRANTIES. EXCEPT AS PROVIDED IN THIS SECTION 3 (WARRANTIES), THE SERVICES AND SOFTWARE ARE PROVIDED “AS IS” AND “AS-AVAILABLE.” THE PARTIES DO NOT MAKE, AND HEREBY SPECIFICALLY DISCLAIM, ANY AND ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
4. TERM AND TERMINATION
You will have access to the Services for the Term identified in the Order Form applicable to your particular EP Insights solution subscription. EP may terminate any Order Form (i) immediately upon written notice to you in the event that you breach any provision of the Agreement; or (ii) upon thirty (30) days’ written notice to you without cause. Upon any expiration or termination of an Order Form: (i) your subscription to the EP Insights solution(s) identified in the applicable Order Form immediately terminates; (ii) you must delete any and all copies of the Software in its possession; (iii) you must pay any outstanding amounts due to EP; and (iv) you must return, or at EP’s election, delete from your systems, any EP Confidential Information in your possession or control.
5. PORTABILITY AND DELETION OF YOUR DATA
Upon your request during the Term identified in the applicable Order Form or made within 30 days after the effective date of termination or expiration of the applicable Order Form, EP will make the Your Data available to you for export or download. EP has no obligation to provide any data other than Your Data, including any reports or industry benchmark data provided in connection with the Services. After such 30-day period, EP will have no obligation to maintain or provide Your Data, and may thereafter delete or destroy all copies of Your Data in its systems or otherwise in its possession or control, unless legally prohibited.
You shall indemnify, defend and hold harmless EP and its affiliates, and its and their respective officers, directors, employees and contractors, from and against any and all damages, fines, costs, liabilities and other expenses (including without limitation reasonable attorneys’ fees) that may be incurred by EP in connection with or arising out of any third-party claim alleging any breach of the Agreement.