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Terms of Use 

 

Application of Terms

These Terms of Use (these “Terms”) apply to the website accessible at https://www.pdginsights.com/ and any related web or mobile applications accessible on any internet-connected device, including any and all current and successor landing pages, web pages, subdomains, dashboards, platforms, and technology, of or maintained by PDG Insights LLC, an Illinois limited liability company, and/or any of its Affiliates (collectively, “PDG Insights,” “Us,” or “We”) (collectively, the “Site”) and to all products, features, content, and information, including downloadable reports, available on or through the Site or otherwise provided by or on behalf of PDG Insights with respect to the Site (collectively, the “Services”), excluding consulting or research services for which you may separately engage PDG Insights by contacting PDG Insights through the Site. In the event You engage PDG Insights for consulting or research services, including with respect to Ominbus survey services, a separate statement of work will govern your services and supersede these Terms. “You” are the user of the Site and Services. These Terms govern the relationship between You and PDG Insights with respect to the Site and Services. You and PDG Insights are each a “Party” and together are the “Parties” to these Terms. The term “Representatives” as used in these Terms means each and all past, present, and future owners, officers, shareholders, directors, trustees, members, managers, agents, representatives, employees, contractors, parent entities, affiliated entities, subsidiaries, successors and assigns of PDG Insights. The term “Affiliates” as used herein means any party directly or indirectly through any intermediary controlling, controlled by, or under common control with PDG Insights.

Eligibility

You acknowledge and agree that You are at least eighteen (18) years old and have the capacity and authority to agree to these Terms and that doing so will not violate any other agreement to which You are a party or restriction by which You are bound or create any conflict of interest.

Updates and Amendments

PDG Insights reserves the right to update or amend these Terms from time to time in its discretion. The most recent version of these Terms is available for review directly on the Site. You may also request a copy of the most recent version of these Terms by emailing info@pdginsights.com.

License Rights

PDG Insights may allow you to download certain reports or other content from the Site. In any such event, such downloads constitute or are part of your Services, and You are granted a limited, non-transferable, non-sublicensable license to use such content solely for your own, personal, internal use. You may not disclose, share, distribute, post, or otherwise make accessible to others the downloaded content or any portion of it without PDG Insights’ separate, express, prior written consent on a case-specific basis.

The content; trade names, trademarks, service marks, trade dress (“look and feel”); dashboards; manner of presenting and/or organizing data; methods and formats; algorithms, formulas, processes; and other intellectual property of or associated with the Site or Services and any aspect thereof (collectively, the “IP”) constitute the proprietary intellectual property of PDG Insights with all rights, title, and interest therein and thereto, provided that certain content may be licensed from third parties.

 

The Site and Services do not create or establish for You any rights in or with respect to any IP, the Site, or the Services, except for the limited license rights which may be granted to You hereunder with respect to downloaded content.

 
DISCLAIMER

TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, THE SITE AND SERVICES ARE PROVIDED “AS-IS” AND WITH ALL FAULTS, WITHOUT WARRANTY OF ANY KIND, AND PDG INSIGHTS MAKES NO REPRESENTATIONS OR WARRANTIES, AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, OF ANY KIND WITH RESPECT TO THE SITE OR SERVICES, WHETHER ORAL OR WRITTEN, STATUTORY, EXPRESS, IMPLIED, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, COURSE, OR CUSTOM OF TRADE, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INTERFERENCE, NON-INFRINGEMENT, OR OTHERWISE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PDG INSIGHTS DOES NOT WARRANT, AND MAKES NO PROMISE, REPRESENTATION, OR GUARANTEE, THAT THE SITE OR SERVICES, INCLUDING DOWNLOADS, ARE OR WILL BE UNINTERRUPTED OR ERROR-FREE, VIRUS-FREE, FREE FROM INTERFERENCE, SUITABLE OR MEET EXPECTATIONS OR THAT ANY DEFECTS WILL BE CORRECTED. PDG INSIGHTS MAY CHANGE AND/OR TERMINATE THE SITE AND/OR SERVICES AT ANY TIME WITHOUT NOTICE. PDG INSIGHTS DOES NOT ASSUME RESPONSIBILITY FOR INACCURATE, INCOMPLETE OR MISLEADING REPORTS OR OTHER CONTENT OR REPRESENT THAT THE USE OF THE SITE OR SERVICES WILL NOT EXPOSE YOUR HARDWARE OR NETWORKS TO SECURITY RISK.

LIABILITY LIMITATION

TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, PDG INSIGHTS WILL NOT BE LIABLE UNDER OR IN CONNECTION TO THESE TERMS, THE SITE OR THE SERVICES, UNDER ANY CIRCUMSTANCES OR LEGAL OR EQUITABLE THEORY, INCLUDING TORT (INCLUDING STRICT LIABILITY), CONTRACT, NEGLIGENCE, OR OTHERWISE, FOR ANY LOSS OF REVENUE, LOSS OF BUSINESS OPPORTUNITY, LOSS OF PROFITS, OR LOST DATA OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, EVEN IF PDG INSIGHTS OR ANY OF ITS REPRESENTATIVES HAS BEEN ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.

Except in the event of PDG Insights’ GROSS negligence or willful misconduct, You hereby specifically and forever release, waive, discharge, hold harmless, and covenant not to sue, and hereby AGREE TO defend and indemnify, PDG Insights and its Representatives for, from, and/or against any and/or all allegations, claims, demands, actions, suits, proceedings, arbitrations, mediations, investigations, threats of any of the foregoing, fees, costs, losses, damages, injuries, obligations, expenses, and/or liabilities of any kind or nature, including attorneys’ fees and other legal costs (collectively, “Claims”), arising out of or resulting from or in connection to YOUR USE OF THE SITE OR Services.

If you are a California resident, You hereby waive California Civil Code §1542, as may be amended (or if You are a resident of any state or other jurisdiction with a code or law similar in reading or meaning to California Civil Code §1542, You hereby waive the section of such code or law which is similar in reading or meaning to California Civil Code §1542, as may be amended), which reads, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

PDG Insights is not responsible for any third party or its goods, services, actions, or omissions.

PDG Insights is not responsible or liable for your interpretation or application of any services or content.

IN THE EVENT A COURT OF COMPETENT JURISDICTION SHOULD HOLD PDG INSIGHTS LIABLE FOR ANY CLAIMS UNDER OR IN CONNECTION WITH THESE TERMS, THE SITE, OR THE SERVICES, IN NO EVENT WILL PDG INSIGHTS’ AGGREGATE LIABILITY EXCEED THE AMOUNT OF FEES PAID BY YOU TO PDG INSIGHTS IN CONNECTION WITH THE SERVICES SUBJECT TO THE CLAIM.

IF ANY LIMITATION OF LIABILITY IN THESE TERMS FAILS ITS ESSENTIAL PURPOSE, THE SAME WILL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

Prohibited Activity

You will not, directly or indirectly, actually or attempt to, or allow any other party to, (a) transfer, resell, lease, license, distribute or otherwise share your Services, access thereto, account, or account information (including login credentials), (b) infringe, damage, disable, overburden, impair, injure, interfere with, abuse, corrupt, modify, circumvent, restrict, destroy, misappropriate, scrape, mine, decompile, reverse compile, reverse engineer, or disassemble the Site or any Services or any aspect of any thereof (except to the extent such restriction is prohibited by applicable law), or any party’s use of any thereof, (c) commercially exploit the Site or any Services or any aspect of any thereof, (d) hack or gain unauthorized access to the Site or any Services or any aspect of any thereof or any information, servers, networks, systems, hardware or software related to any thereof or related to PDG Insights, any of its Representatives, or any user of the Site or Services, (e) remove any legal notices from, or otherwise modify, the Site or any Services or any aspect of any thereof, or (f) use the Site or any Services (i) for, in connection with, or to promote any unlawful, unauthorized, deceptive, unlicensed, unfair, or misleading activities or purposes, (ii) in any way, in PDG Insights’ reasonable discretion, that actually harms or threatens to harm PDG Insights or any other user of the Site or Services or PDG Insights’ or any other such user’s business, reputation or integrity, or (iii) to store, display or transmit any infectious, inappropriate, profane, defamatory, disparaging, harassing, threatening, libelous, infringing, false, or otherwise harmful or malicious code or other content, material or information.

Monitoring of Proper Uses

PDG Insights has no obligation to monitor or police the Site or Services but may monitor or police the same by manual, automated, or other means to ensure proper use of the Site and Services. In the event PDG Insights reasonably determines it is necessary to do so to protect users or the Site or Services from actual or threatened unauthorized use, PDG Insights may, in its discretion, restrict, limit, reject, refuse, revoke, remove, freeze, pause, or terminate any Services, registration or account.

 

Account Responsibility

You are responsible for maintaining the confidentiality and security of any and all login and other information allowing access to your account or the Site or Services. PDG Insights may, in its discretion, reject, or require that You change, any user name or password for any reason. You accept full and sole responsibility for any and all activity occurring through your account or with use of your login information.

Data

You acknowledge and agree that PDG Insights may collect, retain, and use data in any manner in accordance with its privacy policy accessible at https://www.pdginsights.com/privacy-policy.

Electronic Communications and Written Evidences

Accessing the Site constitutes electronic communication and establishes an electronic relationship between You and PDG Insights for communication purposes. You consent to receive electronic communications from PDG Insights, and agree that any and all agreements, notices, alerts, disclosures, updates, and other communications required or allowed in connection with your account or Services may be provided electronically through the Site, through email, or through other current or future means of electronic communication, and that such communications constitute communications in writing and satisfy any and all legal requirements regarding writings and written communications between You and PDF Insights. The email and/or postal addresses, if any, submitted with your registration for Services may be used for any notices required or allowed under these Terms. Electronic notices delivered hereunder are deemed given at the time of delivery, regardless of whether opened or accepted. For purposes of clarity, notices provided by posting on the Site are deemed given as of their posting. Notices delivered by postage-paid, certified mail are deemed given at the expiration of three (3) days after the date of mailing within the contiguous United States or ten (10) days after the date of mailing internationally or to or from Alaska or Hawaii.

Public Bulletin Boards or Communication Services

The Site may feature one or more bulletin or message boards, chat areas, news groups, forums, communities, profiles, personal pages, calendars, or other pages, platforms, or facilities designed to allow You to communicate with other users, groups or the public at large (collectively, “Public Communication Services”). PDG Insights does not control or endorse, has no obligation to review, police or monitor, and is not liable for, any content, materials, information, or communications (collectively, “Communications”) appearing on Public Communication Services. Notwithstanding, PDG Insights reserves the right at any time in its discretion to review, police, monitor, remove, edit, or refuse to post, display, or publish any Communications in whole or in part for any reason or no reason, including complying with or satisfying any applicable law, regulation, legal process, or government request.

Force Majeure

PDG Insights will not be liable or responsible or deemed to be in breach of or under these Terms due to any delay, change, or failure of Services or performance, or partial or incomplete Services or performance, as a result of or in connection with any events, circumstances, or forces beyond its reasonable control.

 

United States Service

The Site and Services are operated within the United States, and any information contributed by You will be connected and transferred to, and used within, the United States. By accessing the Site or Services, You consent to this use and transfer. If You are using the Site or Services from outside the United States, additional laws may apply. Please ensure your use of the Site or Services is appropriate for You and in your jurisdiction. If You access the Site or Services from outside the United States, You do so at your sole initiative and risk and are solely responsible for compliance with any and all applicable laws and consequences of your access and use. You may not use the Site or Services in any jurisdiction in which such use would be illegal or unlawful.

 

Entire Agreement

These Terms and any specific terms appearing on the Site applicable to your Service fees and cancellations constitute the entire agreement and understanding between the You and PDG Insights with respect to your Services and use of the Site and supersede any and all written and oral, prior and contemporaneous, agreements, understandings, offers, negotiations, and communications with respect thereto.

Governing Law

These Terms, and any amendments hereto, are governed, to the maximum extent allowed by applicable law, exclusively by these Terms and construed and enforced in accordance with the domestic, substantive laws of the State of Illinois, without giving effect to any choice or conflict of law rule or provision which would cause the application of the law of any other jurisdiction. The state and federal courts of Cook County, Illinois have exclusive jurisdiction over, and are the exclusive forums for, any dispute, claim, or cause of action arising under or in connection to this Agreement which proceeds to a court of law, regardless of the Party initiating the action, and the Parties hereby irrevocably consent to personal jurisdiction in such courts, waive any right they may have to object to jurisdiction of, or venue in, such courts, and agree that service of process may be made upon each Party, respectively, by any means allowed by Illinois or U.S. federal law. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

 

Remedies

Each Party’s remedies for any breach of these Terms include all possible remedies at law and in equity, and nothing contained in these Terms will be deemed to limit a Party’s remedies hereunder. In the event of any breach by You of these Terms, including any default, problematic payment, or non-payment with respect to your account or Services, You will be liable for, and will pay to PDG Insights upon its demand, PDG Insights’ reasonable attorneys’ fees and other legal costs and costs of collection, including bank fees and otherwise. Any amount not timely paid hereunder will additionally incur, and You will additionally pay to PDG Insights thereon, upon its demand, interest at the higher lawful rate of nine percent (9%) simple annual interest or the highest rate otherwise allowed under applicable law. In the event of any breach by You of your prohibited activity restrictions described in these Terms, You agree that PDG Insights will be entitled, in addition to any other damages and remedies available to it, to equitable remedies, including temporary order, emergency injunction, and any other specific performance, without necessity of proving actual damages or posting any bond or other security. In any event requiring your defense hereunder of PDG Insights, at its election, PDG Insights may assume and control such defense at your cost or You will assume and control such defense with legal counsel satisfactory to PDG Insights, provided that in the latter event, You will not settle any Claims without PDG Insights’ prior written consent and PDG Insights may additionally participate in such defense at its own expense with counsel of its choice.

Dispute Resolution

In the event You feel a matter of concern exists regarding your Services or use of the Site, please contact PDG Insights at info@pdginsights.com.

Relationship of Parties

The Parties are independent contractors. No principal-agent, fiduciary, partnership, joint venture, employer-employee or representative relationship exists or is created as a result of these Terms or the Site or Services.

 

Severability

The Parties intend and believe that each provision of these Terms comports with all applicable law. However, if any provision of these Terms is held by a court of competent jurisdiction to be unenforceable or invalid as written, then the remainder of these Terms and the Parties’ rights and obligations hereunder shall continue in full force and effect and be unimpaired and the unenforceable or invalid provision will be limited or modified so as to make it valid and enforceable within the requirements of applicable law and so as to give it effect as closely as possible to the Parties’ intentions, or in the event it cannot be so limited or modified, these Terms will be construed so as to omit such provision.

Waiver

The waiver of any breach or default of any performance or provision hereunder will not be deemed estoppel against asserting the right to require such performance or enforce such provision in the future nor a waiver of any other performance or provision or any subsequent breach or default of the same or any other performance or provision.  All remedies are cumulative.

Construction

The headings in this Agreement are for convenience only and will not be used in, or affect, the interpretation of these Terms or any provision of them. Words and phrases used in these Terms, including any acknowledgment thereof, will be construed and applied flexibly as in the singular or plural number or neutral, feminine, or masculine genders, as the context upon interpretation or application so requires, and will not be used to strictly limit any interpretation or application. The term “including” as used in these Terms shall be read to mean “including but not limited to”, unless the context requires otherwise. All dollar amounts referenced herein are in U.S. dollars.

 

Survival

All of the agreements, understandings, and obligations contained in these Terms that expressly by their terms or implicitly by their nature are intended to continue beyond termination of your use of the Site or Services or the termination or expiration of these Terms will survive any such termination or expiration and continue in full force and effect for the period expressly or implicitly applicable thereto.

Questions

If You have any questions regarding these Terms, our Privacy Policy, or your use of the Site or Services, please contact Us at info@pdginsights.com. You may reach Us by mail at PDG Insights LLC, 40 Salem Lane, Evanston, IL 60203

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