“Client Data” means data submitted to or synchronized with the Platform from Client’s own systems, including contact and engagement records.
Client retains all right, title, and interest in and to Client Data.
Connect Software Inc. acts as a service provider with respect to Client Data and processes Client Data solely to provide, maintain, support, and improve the Platform in accordance with these Terms.
Connect Software Inc. does not sell Client Data.
Connect Software Inc. implements commercially reasonable administrative, technical, and organizational safeguards designed to protect Client Data against unauthorized access, disclosure, alteration, or destruction.
Client is responsible for the accuracy, legality, and content of Client Data.
The Connect Platform, including its software, architecture, analytics engines, data models, scoring systems, workflows, methodologies, and related technology (collectively, the “Platform Technology”), is owned exclusively by Connect Software Inc.
Except for the limited license expressly granted herein, no rights in the Platform Technology are transferred to Client.
Subject to compliance with these Terms, Connect Software Inc. grants Client a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for Client’s internal organizational purposes.
Client may not sublicense, resell, or make the Platform available to third parties without prior written authorization.
Client shall not:
The Platform may generate analytics, enrichment outputs, modeling results, scoring outputs, and other derived insights through its proprietary systems (“Derived Data”).
Derived Data forms part of the Platform Technology and remains owned by Connect Software Inc.
Connect Software Inc. may use aggregated and anonymized data derived from Platform usage to operate, improve, and enhance the Platform, provided such data does not identify the Client organization or any individual person.
Connect Software Inc. will defend, indemnify, and hold harmless Client from and against any third-party claim alleging that the Platform Technology, as provided by Connect Software Inc. and used in accordance with these Terms, infringes or misappropriates such third party’s intellectual property rights. Connect Software Inc. will pay any damages finally awarded against Client (or amounts agreed in settlement) arising from such claim.
This obligation does not apply to claims arising from: (a) Client’s use of the Platform in combination with products, services, data, or technology not provided by Connect Software Inc.; (b) Client’s modification of the Platform Technology; (c) Client’s use of the Platform in violation of these Terms; or (d) Client Data.
Client will defend, indemnify, and hold harmless Connect Software Inc. from and against any third-party claim arising from or related to: (a) Client Data, including any claim that Client Data infringes or misappropriates a third party’s intellectual property rights or violates applicable law; (b) Client’s use of the Platform in violation of these Terms; or (c) Client’s use of the Platform in combination with products, services, data, or technology not provided by Connect Software Inc. Client will pay any damages finally awarded against Connect Software Inc. (or amounts agreed in settlement) arising from such claims.
The indemnified party must: (a) promptly notify the indemnifying party in writing of the claim; (b) grant the indemnifying party sole control of the defense and settlement; and (c) provide reasonable cooperation at the indemnifying party’s expense. Failure to provide prompt notice will not relieve the indemnifying party of its obligations except to the extent such failure materially prejudices the defense.
Either party may terminate these Terms upon written notice if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days after receiving written notice of the breach.
Connect Software Inc. may terminate these Terms or suspend Client’s access to the Platform at any time with thirty (30) days’ written notice.
Upon termination, Client’s license to access and use the Platform will immediately cease. Connect Software Inc. will make Client Data available for retrieval for a period of thirty (30) days following termination. After such period, Connect Software Inc. may delete Client Data in its systems and will have no further obligation to maintain or provide Client Data.
Sections 2 (Platform Ownership), 5 (Derived & Aggregated Data), 6 (Indemnification), 8 (Disclaimer of Warranties), 9 (Limitation of Liability), 10 (Governing Law), and 12 (Severability) will survive any termination or expiration of these Terms.
Connect Software Inc. will use commercially reasonable efforts to maintain Platform availability but does not guarantee uninterrupted or error-free operation.
The Platform is provided “as is” and without warranties of any kind, whether express or implied.
To the maximum extent permitted by law, Connect Software Inc. shall not be liable for indirect, incidental, special, consequential, or punitive damages arising from use of the Platform. In no event shall Connect Software Inc.’s total liability under these Terms exceed the fees paid by Client in the twelve (12) months preceding the claim.
These Terms are governed by the laws of the State of California, without regard to conflict of laws principles.
If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect.
Connect Software Inc. may update these Terms from time to time. Continued use of the Platform following such updates constitutes acceptance of the revised Terms.