Annual license terms governing the use and distribution of PortMA syndicated research reports.
Portland Marketing Analytics, LLC — 400 Congress Street #15044, Portland, Maine 04112-5044 — (800) 917-9983
Client will complete a User Registration Form or PortMA will register manually. Client must provide accurate information. Users are responsible for maintaining confidentiality of usernames and passwords, which may not be shared with anyone other than Users. PortMA reserves audit rights to verify compliance. Unauthorized sharing with external parties results in additional charges and potential service termination.
Three primary levels exist: Syndicated Event Reports (one-time purchase with four hours consulting and twelve-month license), Event ROI Toolkit (annual partnership with IP-licensed solutions), and Managed Services (custom fully-managed solutions).
Syndicated Event Reports licenses are valid for twelve (12) months from the date of purchase. Event ROI Toolkit licenses cover the subscription duration and renew automatically unless terminated. Managed Services licenses last per custom scope.
Any license may be extended beyond its initial term via written approval from PortMA and may incur additional fees.
The most current license fees applicable to, and the content, data, videos, materials, resources, products and services are available by contacting info@portma.com.
Client pays applicable fees per the invoice and shopping cart at purchase.
All fees payable by Client under this Agreement are inclusive of taxes and similar assessments. Client is responsible for sales, use, and excise taxes, except those on PortMA's income.
Client shall pay all fees and applicable taxes in advance and prior to PortMA's delivery of services in U.S. dollars via credit card or ACH transfer.
All amounts payable to PortMA under this Agreement (i) are non-refundable and non-cancellable and must be paid in full without offsets.
PortMA may request valid credit card information and is authorized to charge past-due amounts after fifteen-day notice.
The fees applicable to the various Service license levels may be adjusted by PortMA from time to time.
The initial term of each Service license commences as of the date the Service is first accessible to Client and continues for the defined period.
All Service licenses will renew for additional successive monthly, quarterly, or annual terms as defined by the individual license.
PortMA may terminate for non-payment or breach of Sections 5, 6, or 8. Either party may terminate for material breach if incurable or uncured after thirty-day notice.
Upon expiration or termination, all rights, licenses, and authorizations granted by PortMA to Client hereunder will immediately terminate. Client must destroy all documents, erase service content, and certify compliance if requested.
PortMA grants a limited, non-exclusive and non-transferable license to access and use those portions of the Service. Client cannot license, sell, rent, lease, transfer, or disclose the Service to third parties without authorization. Client cannot modify, create derivative works, build competitive products, copy, reproduce, distribute, republish, display, or transmit the Service. Client must remove, alter, cover or obfuscate any copyright notice or other proprietary rights notice and prevent unauthorized access. Failure to comply results in immediate termination and legal remedies.
Client may provide benchmarking data and materials to customers, provided that all uses must contain the following attribution in a footnote: "Powered by PortMA." Distribution must be within purchased license scope and duration as specified by license type.
PortMA reserves the right to modify or discontinue the Service (or any part thereof) with notice to Client. PortMA bears no liability for discontinuance, and no refunds apply.
The Service (including all information, concepts, know-how, techniques, methods, processes, business practices, applications, content, data, videos, materials, resources, products and services) belongs exclusively to PortMA. Client has only limited license rights. Title and all intellectual property rights remain with PortMA and do not transfer.
Client acknowledges the Service constitutes a "trade secret" of PortMA under Maine law and agrees to maintain strict confidentiality. Client must disclose content only to Users with confidentiality agreements and store tangible materials securely.
Client will promptly notify PortMA if Client learns, or has reasonable grounds to suspect, that the content of the Service (or any portion thereof) has been misappropriated.
CLIENT UNDERSTANDS AND AGREES THAT CLIENT'S USE OF THE SERVICE (INCLUDING ALL CONTENT WITHIN THE SERVICE) is at Client's sole risk. The Service is provided on an "AS IS," "WHERE IS" AND "AS AVAILABLE" BASIS. PortMA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. PortMA makes no warranty that the Service meets requirements, operates without interruption, achieves results, is compatible, or is free of errors.
PORTMA'S (INCLUDING, WITHOUT LIMITATION, ITS OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AGENTS AND REPRESENTATIVES) cumulative liability is limited to amounts paid in the six months preceding the loss. PortMA is not liable for indirect, incidental, special, consequential, punitive, or exemplary damages, including lost profits or data loss.
Client agrees to indemnify, defend and hold PortMA, its parent, subsidiaries, affiliates, officers, directors, managers, employees, and agents harmless from claims arising from Client's or Users' use of the Service or breach of this Agreement.
PortMA may assign this Agreement or any of its rights or interests hereunder to affiliates or successors. Except as otherwise provided above, neither party may assign this Agreement or any of its rights or interests hereunder without written consent. This Agreement binds legal successors and permitted assigns.
This Agreement constitutes the complete understanding of the parties and supersedes all prior agreements, discussions, and understandings regarding the subject matter.
The substantive laws of the State of Maine, United States of America, shall govern this Agreement. Claims must be heard exclusively in federal or state courts in Cumberland County, Maine. Each party consents to exclusive jurisdiction and waives objections.
Client acknowledges and agrees that PortMA has the right to seek injunctive relief to protect proprietary rights without posting bond or proving actual damages.
The terms, conditions, covenants and other provisions of this Agreement may be modified, amended, supplemented or otherwise changed only by a written instrument executed by authorized representatives.
If a court declares any provision invalid, the parties intend that such provision be amended and construed in a manner designed to effectuate the purposes of the provision. If it cannot be amended, it shall be severed while remaining provisions stay intact.
No course of dealing, failure by either party to require the strict performance of obligations, or failure to exercise rights constitutes waiver. Waiver requires a written instrument signed by a duly authorized representative.
PortMA and Client are acting under this Agreement as independent contractors, not as partners, joint ventures, or agents of each other.
The headings of the paragraphs of this Agreement are for convenience only and do not affect meaning or interpretation.
Neither party shall be responsible or considered in breach of this Agreement for any failure or delay caused by acts beyond reasonable control, including acts of God, fires, explosions, labor disputes, and material shortages.
Any provision of this Agreement which by its nature would survive the termination or expiration of this Agreement shall do so, including Sections 8, 9, 10, 11, and 12.
Client represents and warrants to PortMA that the individual accepting this Agreement on Client's behalf is fully authorized to do so and that acceptance creates binding obligation.
