- Inflect Portal: The inflect.com site, including any of Inflect’s proprietary software platforms used to present and market interconnected global computer, cloud and data center products, which platforms include without limitation Routefinder™, Global Marketplace and any other digital platforms and tools developed by Inflect for such purposes.
- Data Provider: The user that is accessing the Inflect Portal and/or providing data related to the Products.
- Products: Any and all products and/or services of Data Provider that it chooses to provide data about, either directly to Inflect or to another source legally available to Inflect, in order for Inflect to market to potential customers.
- Data Provider Data Point: Each individual unique record or informational asset associated with Data Provider or the Products that is provided by Data Provider, either directly to Inflect or to another source legally available to Inflect, and is displayed on the Inflect Portal, including without limitation each Data Provider name, contact information, Product, building or data center address, data center attribute, Internet Exchange (“IX”), IX attribute, network, network attribute, connection between Inflect Data Points, and each update or modification to an existing Data Provider Data Point.
- Data Provider Materials: Any and all written materials and information relating to the Products, whether provided by Data Provider to Inflect or otherwise legally obtained by Inflect from public or third-party sources, including without limitation marketing collateral, price lists, websites, application programming interfaces (“APIs”), releases, reports, surveys, evaluations, methodologies and other resources.
- Data Ingestion Services: The process by which Inflect will locate, extract, import, transform and load Data Provider Data Points from the Data Provider Materials onto the Inflect Portal.
- Marketing Services: Inflect’s presentation of the Data Provider Data Points on the Inflect Portal on a non-exclusive basis and any related marketing services provided by Inflect as set forth herein.
- Aggregated Statistics: Information and data obtained from the Data Provider Materials as formatted, modified or compiled by Inflect in an aggregate or anonymous manner for presentation on the Inflect Portal. Inflect may make the Aggregated Statistics publicly available and use the information and data therein to the extent permitted and in the manner required by applicable law for purposes of data gathering, analysis, service enhancement and marketing, provided that such information and data does not identify Data Provider or its Confidential Information.
II. INTELLECTUAL PROPERTY RIGHTS
- Inflect Intellectual Property: The Inflect trademarks, logos, tradenames, service marks, and copyrights (the "Intellectual Property") used and displayed on the Inflect Portal are the property of Inflect. Other trademarks, logos, trade names and service marks used on the Inflect Portal may be owned by Inflect’s third-party service providers and other third parties. Without limiting the foregoing, unless otherwise stated, the Inflect Portal and all contents of the Inflect Portal including, but not limited to, the text and images contained therein and their arrangement are the property of Inflect. Except as expressly provided in this Agreement, nothing on the Inflect Portal should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Intellectual Property or any third-party’s intellectual property displayed on the Inflect Portal.
- Restrictions on Use: Inflect aggressively enforces its Intellectual Property rights to the fullest extent of the law. Except as provided herein, the Inflect Portal and all content provided in the Inflect Portal, including, but not limited to, the name “Inflect”, any other Inflect Intellectual Property, and any graphic images, audio, video, html code, buttons, and text provided on the Inflect Portal, may not be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way, without the prior written consent of an authorized representative of Inflect, except that you may download, display, and print one copy of the materials on any single computer solely for your personal or non-commercial use, provided that you do not modify the material in any way and you keep intact all copyright, trademark, and other proprietary notices. By accessing the Inflect Portal, you agree that you will not use any automated mechanism, which may include but is not limited to such mechanisms as web robots, crawlers or spiders, to access, query or otherwise collect information or scrape data from the Inflect Portal, and will not use any device or routine that would interfere with the proper working of the Inflect Portal. Unless otherwise expressly permitted by Inflect in writing, any alteration, modification, reproduction, redistribution, retransmission, redisplay or other use of any Data Ingestion Services or Marketing Services information or data in any other manner or for any other purpose constitutes an infringement of Inflect’s intellectual property and other proprietary rights. Use of the Inflect Portal or any portion thereof on any other website is expressly prohibited without prior written permission from Inflect.
- Links to Third-Party Content: Links on the Inflect Portal may lead you to services or sites not operated by Inflect. No judgmentor warranty whatsoever is made with respect to such other services or sites and Inflect takes no responsibility whatsoever for such other services or sites. A link to another service or site is not an endorsement of that service or site by Inflect or any other party.
III. LIMITATIONS OF LIABILITY
- Waiver of Damages: Any use you may make of the information provided on the Inflect Portal, or any service or site linked to you by the Inflect Portal, is solely at your own risk. In no event will either Inflect or its third-party product and service providers be liable to any party for any direct, indirect, incidental, special, exemplary, consequential, punitive or other damages (including, but not limited to, lost profits, lost business opportunities, business interruption, loss of programs or data) without regard to the form of action and whether in contract, tort, negligence, strict liability, or otherwise, arising out of or in connection with the Inflect Portal, any content on or accessed through the Inflect Portal, any service or product linked to or acquired through the Inflect Portal, any copying, displaying, or use thereof, or any mistakes, omissions, interruptions, delays, defects and/or errors in transmitting, receiving, originating, terminating and/or delivering any Data Provider Data Points or other data.
- No Representations or Warranties: The Inflect Portal and its contents are provided “as-is” and Inflect makes no warranty or representation of any kind with respect to the Inflect Portal or any information, data, product, service or third-party service or site made accessible through the Inflect Portal. INFLECT EXPRESSLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. Without limiting the foregoing, no Data Provider Data Points provided on the Inflect Portal, including without limitation those relating to pricing or specifications of the Products, shall be binding upon Data Provider, which shall retain the right to change or update them at any time, or in any way be guaranteed or otherwise warranted by Inflect. Any claims made by Inflect are the sole opinion of Inflect and Inflect disclaims any and all liability with respect to claims on the Inflect Portal.
IV. RELATIONSHIP, RIGHTS AND DUTIES OF THE PARTIES
- Nonexclusivity: The Data Ingestion Services and the Marketing Services will be performed and used on a mutually non-exclusive basis. That is, Data Provider may contract with other parties to ingest Data Provider data and market the Products, and Inflect may solicit the business of, ingest data from and perform marketing services for any and all parties, including but not limited to, service providers and other customers for any purpose, including entities that compete with Data Provider.Inflect shall perform the Data Ingestion Services and the Marketing Services as Inflect in its sole discretion deems appropriate.
- Scope of Services: Inflect shall have no obligation to publish any Data Provider Data Points relating to non-data center or other locations or products or services it determines to be non-relevant to the Inflect Portal, or to publish any Data Provider Data Points that are inaccurate, erroneous, misleading or unlawful, in each case as determined in Inflect’s sole discretion. Inflect shall have no liability to Data Provider in the event of any failure to provide the applicable Data Ingestion Service or Marketing Service to Data Provider on a timely basis or at all.
- Provision of Data Provider Materials: As soon as practicable following its election to be a Data Provider, Data Provider shall deliver to Inflect all Data Provider Materials in its possession that it wishes to include in the Inflect Portal. Data Provider may update or change its Data Provider Materials at any time, provided it notifies Inflect of all such updates/changes. Data Provider shall use commercially reasonable efforts to ensure that all Data Provider Materials delivered by it to Inflect are accurate and not misleading or unlawful. Data Provider shall provide any relevant Data Provider Materials reasonably requested by Inflect and shall provide confirmation, correction or clarification of any Data Provider Materials received and any Data Provider Data Points generated by Inflect, in each case as soon as practicable followingInflect’s written request. Data Provider’s failure to comply with the preceding sentence will give Inflect the right, exercisable in its sole discretion, to delist some or all of the Data Provider Data Points on the Inflect Portal and/or terminate this Agreement by providing written notice to Data Provider.
- Newsletter Database: When you sign up for an account at Inflect, you will have the opportunity to consent to Inflect’s use of your email address to send you newsletters and other email communications. Upon providing such consent, your email will beautomatically entered into Inflect’s newsletter database. Inflect newsletters and other email communications are sent out periodically, and may offer coupon codes, feature products and services, and contain informative articles. Simply click on the unsubscribe button, found at the bottom of the newsletter, if you do not wish to receive future newsletters. Email addresses are not sold or shared with other companies or third parties, and are used solely by Inflect.
- Marks: Subject to the terms of this Agreement, each Party grants to the other Party and its affiliates, a limited, revocable, non-exclusive, non-transferable, royalty-free, non-sublicensable worldwide right to use the granting Party’s trademarks, service marks, trade names, and domain names (collectively, “Marks”), (i) without modification and only as originally provided or displayed by the granting Party; (ii) with appropriate marking and attribution; and (iii) in accordance with the granting Party’s then current trademark usage guidelines (if applicable) and approval process. Either Party may update its trademark usage guidelines or approval process at any time by providing written notice and a copy of the updated guidelines and process to the other Party. Other than in connection with Inflect’s providing the Data Ingestion Services and the Marketing Services, each Party must approve each use of its Marks in writing. Each Party will reasonably cooperate with the other Party’s efforts to monitor and control its Marks, including the nature and quality of the materials in which each Party uses the other party’s Marks.
- Data Provider Materials; Data Provider Data Points; Aggregated Statistics: Data Provider hereby grants to Inflect an irrevocable, non-exclusive, perpetual, royalty-free, fully paid worldwide license to ingest, use, reproduce, modify and distribute data and information contained in the Data Provider Materials, in order to transform, load, display and use the Data Provider Data Points and the Aggregated Statistics on the Inflect Portal and to perform all other acts with respect to the Data Provider Materials as may be necessary or advisable for Inflect to provide the Data Ingestion Services and Marketing Services hereunder. As between the Parties, except for those rights expressly granted hereunder, (i) Data Provider retains all right, title, and interest and all ownership of intellectual property rights in the Data Provider Materials, Data Provider Data Points and the Products, and (ii) Inflect retains all right, title, and interest and all ownership of intellectual property rights in the Aggregated Statistics and the Inflect Portal.Each Party will perform all acts reasonably requested by the other to make the ownership declarations stated above effective.
- Indefinite Term: This Agreement shall continue in force indefinitely. Either Party may terminate this Agreement at any time (i) for any reason upon at least 30 days prior written notice to the other Party, or (ii) with immediate effect upon written notice to the other Party of its material breach hereof.
- Effect of Termination: If either Party terminates this Agreement, Data Provider will no longer be permitted to access or use the Inflect Portal. In addition, Inflect will thereafter have the right, exercisable in its sole discretion, to cease performing any Data Ingestion Services and Marketing Services on behalf of Data Provider and Inflect will have no obligation to display any Data Provider Data Points or perform any subsequent Updates relating to Data Provider. Following the termination of this Agreement by either Party for any reason, Inflect shall continue to have the right, exercisable in its sole discretion, to display any and all Data Provider Data Points lawfully obtained by Inflect and all Aggregated Statistics on the Inflect Portal.
- Modifications and Amendments: This Agreement may be modified or amended by Inflect at any time. Unless otherwise provided, all such modifications or amendments shall be effective immediately upon posting on the Inflect Portal. Your continued access and use of the Inflect Portal after the modifications or amendments are posted will be conclusively deemed to be acceptance of any such modifications or amendments.