BI DASHBOARD TERMS
These terms (Terms) are the Third Party Additional Terms which apply to the use of the BI Dashboard (Dashboard) in the GRC Arctick Platform online software application (Arctick) and iSite online software application (iSite) of Styles & Wood Limited (Company Number: 1568060) (Supplier).
The Dashboard is powered by Sisense.
1 Definitions and Interpretation
1.1 Unless the context requires otherwise, words and expressions shall have the meanings given to them in the Agreement (as defined below) and the following words and expressions shall have the following meanings for the purpose of these Terms: Agreement: the relevant agreement under which the Supplier licenses the access to and/or use of the Software to the Customer (as applicable);
Dashboard Software:
the Third Party Software which operates the Dashboard.
Datasource: a data source integrated with the Software by the Supplier which is accessed and used by the Dashboard Software to generate its output;
Licensor: Sisense Ltd; Licensor Confidential Information:
all technical and non-technical information relating to the Licensor, the Dashboard and/or the Dashboard Software provided by the Licensor or the Supplier to the Customer that is either: (a) designated as confidential by the Licensor or Supplier at the time of disclosure; or (b) should reasonably be considered, given the nature of the information or the circumstances surrounding its disclosure, to be confidential. 1.2 The rules of interpretation set out in the Agreement shall apply in these Terms.
2 Terms
2.1 The Customer shall not, and shall not permit any Authorised User or other person to: 2.1.1 attempt to obtain, receive, review, or otherwise use or have access to the source code for the Dashboard Software (or any part thereof) by decompilation, disassembly or other means except as is required to be permitted under applicable law;
2.1.2 copy, reverse engineer, translate or modify the Dashboard Software except as is permitted under applicable law; 2.1.3 represent that it possesses any proprietary interest in the Dashboard Software; 2.1.4 test the Dashboard Software or use the Dashboard Software in connection with any benchmark tests, evaluation, or any other tests of which the results are designated or likely to be published in any form or media, or otherwise made available to the public, without Licensor’s prior written approval; 2.1.5 directly or indirectly, take any action to contest Licensor’s intellectual property rights evidenced by or embodied in or connected or related to the Dashboard Software or infringe them in any way;
TPA 483.001 Uncontrolled when Printed Internal
2.1.6 register, nor have registered, any trademarks, trade names or symbols of Licensor (or which are similar to Licensor trademarks); 2.1.7 register any domain name using any of the Licensor’s trademarks without Licensor prior written consent;
2.1.8 use the name, trademarks, trade-names, and logos of Licensor in any manner whatsoever;
2.1.9 use the Dashboard Software on any data sources other than the Datasource(s); or 2.1.10 use the Dashboard Software for the purpose of building a similar or competitive product or in any other manner competing with Licensor. 2.2 The following terms shall apply in relation to the Dashboard Software and the Customer’s use of the Dashboard Software: 2.2.1 only a non-exclusive, non-sublicensable, non-transferable, limited licence is granted to the Customer to use the Dashboard Software, in machine-readable, object code form only, for the Customer’s internal use only by the permitted number of Authorised Users and on such servers that we have granted permission for the Software to be installed, and in accordance with the licence, scope and terms set out in the Agreement.
2.2.2 no ownership of, or title to the intellectual property in, the Dashboard Software is transferred to the Customer. The Licensor or its licensors owns and shall retain all rights, including intellectual property rights, in and to the Dashboard Software; 2.2.3 the Customer must not reverse compile, reverse engineer, or disassemble any portion of the Dashboard Software; 2.2.4 the Customer must not derive, or attempt to derive, the source code of the Dashboard Software;
2.2.5 the Customer must not modify or create derivative works of the Dashboard Software;
2.2.6 the Customer must not remove, alter or obscure any proprietary notice or identification, including copyright or trademark notices, contained in or on the Dashboard Software;
2.2.7 the Licensor and its licensors shall not have any warranty or direct or indirect liability to the Customer;
2.2.8 the Customer shall immediately cease using and uninstall the Dashboard Software and delete all copies thereof and any associated documentation and user manuals provided or made accessible to the Customer upon termination of the Agreement; and
2.2.9 to the extent it is within the control of the Customer (rather than the Supplier), the Customer shall not use any release of the Dashboard Software other than the latest version of the Dashboard Software that has been commercially available for at least six months.
2.3 The Licensor shall not provide support or maintenance to the Customer. 2.4 The Licensor makes no representations or warranties to the Customer. The Supplier makes no representations or warranties on behalf of the Licensor to the Customer.
TPA 483.001 Uncontrolled when Printed Internal
2.5 The Customer will not:
2.5.1 use any Licensor Confidential Information except for the sole benefit of the Licensor and only to the extent necessary to perform its obligations under these Terms; or 2.5.2 disclose any Licensor Confidential Information to any person or entity, except to the Customer’s own employees, consultants and agents who are involved in performing these Terms, have a need to know, and are subject to non-disclosure obligations with terms no less restrictive than those set out in these Terms. 2.6 The obligations set out in clause 2.5 will not apply to any information that: 2.6.1 is now or subsequently becomes generally available in the public domain through no fault or breach of these Terms by the Customer; 2.6.2 is rightfully known by the Customer prior to disclosure by the Licensor or the Supplier;
2.6.3 is rightfully obtained by the Customer without restriction from a third party not known by the Customer to be subject to restrictions on disclosure; or 2.6.4 is disclosed by the Customer with the prior written approval of the Licensor or Supplier.
2.7 The Customer may disclose Licensor Confidential Information if and only to the extent it is required to be disclosed by law or court order, so long as, if permitted under applicable law, the Customer provides advance notice to the Supplier as promptly as possible and reasonably cooperates with the Supplier’s and/or the Licensor’s efforts to obtain a protective order regarding such disclosure. 2.8 Upon expiration or any termination of these Terms or, if earlier, the expiration or termination the Agreement, the Customer will promptly destroy or (if requested) return the Licensor Confidential Information and all copies thereof, provided that the Customer shall not be obligated to erase Licensor Confidential Information contained in archived computer system backups in accordance with the Customer’s security and/or disaster recovery procedures, provided that any such Licensor Confidential Information retained by the Customer shall continue to be protected by the confidentiality obligations set out in these Terms.