Effective date: Effective date: October 28, 2022
The terms and conditions set forth herein, including Addendum A (collectively, the "Agreement"), will apply to any purchase agreement, proposal or other booking document (a "Purchase Agreement") executed between Forrester and Client that references this Agreement and is for the purchase of (a) licenses to access Forrester Works, (b) consulting services, advisory services and FeedbackNow Services ("Services") and/or (c) Service Units. This Agreement is binding upon Client's execution of a Purchase Agreement that references this Agreement. Client agrees to pay Forrester the payments set forth in each Purchase Agreement for Forrester Works, Services and Service Units delivered in accordance with such Purchase Agreement and this Agreement. Certain capitalized terms used herein have the meanings assigned to them in Section 2 below.
2. DEFINED TERMS
For purposes of this Agreement:
a) "Affiliate" means any entity controlling, controlled by or under common control with a party hereto.
b) "Client" means the client legal entity specified in the Purchase Agreement.
c) “Client Personal Data” means any information relating to an identified or identifiable natural person that is provided by Client to Forrester in connection this Agreement.
d) “CCPA” mean the California Consumer Privacy Act.
e) "FeedbackNow Services" shall have the meaning set forth on Addendum A.
f) "Forrester" means the Forrester Research legal entity specified in the Purchase Agreement.
g) "Forrester Works" means (i) Forrester research reports, scorecards, rankings, product comparisons, spreadsheets, graphics, tables, charts, data, compilations of data, software, code, designs, assessment tools such as product rankings, formulas, and algorithms and all other Forrester proprietary content and material that Forrester has developed prior to or independently of performance of Services under this Agreement; (ii) Forrester's research methodologies, including but not limited to Forrester's segmentation model and analysis methodology, and all data collected from surveys conducted by Forrester or its subcontractors. (iii) the FeedbackNow Platform, Hardware, Digital Connectors and Data (as defined in Addendum A).
h) “GDPR” shall mean collectively, regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (specifically, “EU GDPR”) and such regulation as saved into United Kingdom law by virtue of section 3 of the United Kingdom's European Union (Withdrawal) Act 2018 and the UK Data Protection Act 2018 (specifically, "UK GDPR").
i) "Service Units" means a prepaid unit that may be used by Client to access various analyst interactions from Forrester.
j) "Work Product" means deliverables created originally and uniquely for Client in connection with consulting Services requested under this Agreement (excluding any incorporated or accompanying Forrester Works).
3. USER LICENSES FOR PROPRIETARY RESEARCH
To the extent a subscription to Forrester's research materials is ordered pursuant to a Purchase Agreement, Forrester grants Client a license for the number of users specified in such Purchase Agreement to access such Forrester Works ("User Licenses") during the term of such Purchase Agreement, subject to the terms and conditions of this Agreement. Each User License enables access to the licensed Forrester Works by a Client employee, or a consultant or independent contractor of Client (for use solely in connection with the provision of services to Client), with a user ID and a password issued by Forrester. A User License is required for each Client employee, consultant or contractor that has electronic access to the Forrester Works. Each User License entitles the licensed user to: (a) make a single copy of the Forrester Works for the licensed user's individual archival use; and (b) make a copy or slide of each scorecard, ranking, product comparison, spreadsheet, graphic, table, or portions of text less than a paragraph long contained in the Forrester Works for internal presentation purposes only, provided the Forrester copyright and Forrester's other proprietary notices are affixed thereto. Except as explicitly permitted herein or in the applicable Purchase Agreement, Client shall not sell, lease, transfer, sublicense, or otherwise make available or permit access to the Forrester Works, or any portion thereof, to any third party or any non-licensed employee, consultant or contractor and shall not copy the Forrester Works in whole or in part. Client shall be fully responsible for any of its employees', consultants' or contractors' use of the Forrester Works in accordance with this Agreement. A Purchase Agreement may contain additional licensing provisions with respect to particular Forrester Works ordered thereunder. For clarification, the terms and conditions of this Section 3 does not apply to the FeedbackNow Services.
4. OWNERSHIP AND LICENSE OF CONSULTING DELIVERABLES
All Work Product is a work made for hire for Client under applicable copyright law to the extent it qualifies as such, subject to the terms, conditions, and restrictions set forth herein. To the extent the Work Product does not qualify as a work made for hire, Forrester hereby assigns to Client all rights, title and interest throughout the world in and to the Work Product, including any copyrights, subject to the terms, conditions, and restrictions set forth herein. The foregoing notwithstanding, Client shall utilize Work Product for Client's internal business purposes only and may only refer to or distribute the Work Product externally upon Forrester's prior approval, except as otherwise expressly set forth in the applicable Purchase Agreement. To the extent that any Forrester Works are provided to Client along with or as part of Work Product, Forrester grants Client a perpetual, non-exclusive, non-transferable license to use such Forrester Works for any Client internal business purposes, subject to the same restrictions on external use as are applicable to the associated Work Product.
5. FEEDBACKNOW PRODUCTS AND SERVICES
If Client purchases any FeedbackNow Services on a Purchase Agreement, then the additional terms and conditions attached as Addendum A shall also apply to such Purchase Agreement.
6. PROPRIETARY RIGHTS
Forrester Works are the property of Forrester, its Affiliates or its licensors and are protected by copyright and other intellectual property laws. Forrester Works comprise: (a) works of original authorship, including compiled content containing Forrester's, its Affiliates' or its licensors' selection, arrangement, coordination, and expression of such content or pre-existing material it has created, gathered, or assembled; and (b) information that has been created, developed, and maintained by Forrester, its Affiliates or its licensors at great expense of time and money such that misappropriation or unauthorized use by others for commercial gain may unfairly and irreparably harm Forrester, its Affiliates or its licensors. Client shall not commit or permit any act or omission that would impair Forrester's, its Affiliates' or its licensors' proprietary and intellectual property rights in Forrester Works. Forrester Works comprised of survey data from custom surveys shall be used by Forrester in a manner that does not identify the client associated with the survey. All of Client's rights to use any Forrester Works are expressly stated herein; there are no implied rights, and Forrester reserves all rights not expressly granted to Client.
This Agreement shall commence on the date hereof and shall remain in effect until terminated in accordance with this Section 7. Either party may terminate this Agreement (in whole or with respect to particular Purchase Agreements only) with immediate effect by written notice to the other if the other party: (a) commits a material breach of this Agreement which is not remediable, or (where the breach is capable of remedy) is not remedied within 15 days after being required by notice to do so; or (b) materially breaches this Agreement two or more times, regardless of whether such breaches are remedied. In addition, either party may terminate this Agreement for convenience upon written notice at any time after the expiration or termination of all Purchase Agreements executed hereunder. A Purchase Agreement may include additional termination provisions applicable only to such Purchase Agreement. The termination of an individual Purchase Agreement will not affect the effectiveness of this Agreement or any other Purchase Agreement. Any provisions in this Agreement that by their nature are intended to survive expiration or termination of this Agreement shall survive such expiration or termination for any reason.
8. LIMITATION OF LIABILITY
Forrester shall not be liable for any damages incurred by Client arising as a result of decisions made in reliance upon the Forrester Works, Work Product or Services. In no event will either party be liable for any consequential, indirect, special, or incidental damages such as damages for lost profits, business failure or loss, arising out of this Agreement, whether or not such party has been advised of the possibility of such damages. Except with respect to Forrester's obligations under Section 10 (Indemnification), Forrester's entire liability arising out of this Agreement shall be limited to and shall not exceed the fee paid to Forrester by Client pursuant to the Purchase Agreement(s) giving rise to the claim.
9. LIMITED WARRANTIES
Forrester warrants that the Forrester Works are based on Forrester's reasonable efforts to compile and analyze the best sources reasonably available to Forrester at any given time; provided, however, any opinions reflect Forrester's judgment at the time and are subject to change. Forrester also warrants that it has the requisite skill, knowledge and authority to perform the Services and shall perform the Services in accordance with applicable industry standards. The foregoing warranties are provided in lieu of all warranties, express or implied, statutory or otherwise, including but not limited to any implied warranties of merchantability or fitness for a particular purpose, and warranties as to accuracy, completeness, or adequacy of information. Forrester reserves the right to modify Forrester Works at any time.
Forrester will defend or, at its option, settle, any action, claim or proceeding brought against Client to the extent that it is based upon an assertion that any of the Forrester Works or Work Product used in accordance with the terms of this Agreement infringe upon a copyright, patent or trade secret of any third party (an "Infringement Claim"), and will indemnify and hold Client harmless against all damages awarded and reasonable costs and expenses incurred in connection with such Infringement Claim, provided that Client promptly notifies Forrester in writing of the claim, and gives Forrester complete authority, information, and assistance to defend such claim and sole control of the defense or settlement of such claim.
a) Each party hereunder may disclose to the other party certain Confidential Information of such party or of such party's associated companies, suppliers, or customers. For purposes of this Agreement, "Confidential Information" means all non-public information, in any form, furnished or made available in connection with this Agreement by or on behalf of one party ("Disclosing Party") to the other party ("Receiving Party") which is marked confidential, restricted, or with a similar designation, or would be understood by a reasonable person in the Receiving Party's position to be confidential. The terms and conditions of this Agreement and any Purchase Agreements shall also be deemed Confidential Information. Confidential Information will not be deemed to include information that: (i) is or becomes known to the public through no fault of the Receiving Party; (ii) is already known to the Receiving Party prior to its receipt hereunder or becomes known to the Receiving Party from a third party who has a lawful right to disclose the information; or (iii) is independently developed by the Receiving Party without reference to Confidential Information of the Disclosing Party.
b) The Receiving Party shall use at least the same degree of care in safeguarding Confidential Information as it uses for its own information of like importance, but in no event less than a reasonable standard of care. Without the prior written consent of the Disclosing Party, the Receiving Party will not disclose Confidential Information to any other person, except to its employees or agents who have a need to know with respect to the purposes of this Agreement and who are subject to confidentiality obligations with respect to such Confidential Information at least as restrictive as those contained herein. Upon the request of the Disclosing Party upon termination of this Agreement or at any other time, the Receiving Party shall promptly return or destroy all Confidential Information of the Disclosing Party (including copies thereof) in its possession or under its control. Neither party shall be liable for disclosure of Confidential Information if such disclosure is required to comply with applicable laws, governmental regulations or judicial or governmental orders, provided that the Receiving Party provides prior written notice of such disclosure to the Disclosing Party, takes reasonable and lawful actions to avoid or minimize the extent of such disclosure and takes reasonable steps to assist the Disclosing Party (at the Disclosing Party's expense) in contesting any such disclosure requirement. All Confidential Information will remain the property of the Disclosing Party, except to the extent that any rights with respect to such Confidential Information are expressly granted to the Receiving Party pursuant to this Agreement. Each party acknowledges that its breach of this section may cause irreparable damage and hereby agrees that the other party shall be entitled to seek injunctive relief in the event of such a breach, as well as such further relief as may be granted by a court of competent jurisdiction.
Forrester shall, during the term of this Agreement, obtain and maintain, at its own expense: (i) workers' compensation coverage as required by applicable law; (ii) commercial general liability insurance in an amount not less than $1,000,000 per occurrence and $2,000,000 in the aggregate; (iii) professional liability insurance for errors and omissions in an amount not less than $2,000,000 annual aggregate and per claim; and (iv) if applicable, auto liability insurance in an amount not less than $1,000,000 per accident. In the event that Forrester is providing Services to Client under this Agreement, upon request Forrester will provide to Client certificate(s) of insurance evidencing the coverage required hereunder.
13. RELATIONSHIP OF THE PARTIES
This Agreement is intended to create an independent contractor relationship between the parties. This Agreement will not be construed to create any employment relationship, partnership, joint venture, or agency relationship between the parties or to authorize either party to enter into any commitment or agreement binding on the other. Under no circumstance shall Forrester's employees be construed as Client employees. All of Forrester's employees providing Services hereunder shall be subject to the direction, supervision, and control of Forrester. Forrester shall be solely responsible for: (a) payment of all compensation to its employees; (b) withholding any and all appropriate taxes with respect to its employees; and (c) complying with any applicable employment laws and ordinances including, but not limited to, workers compensation, unemployment insurance, and wage and hour laws.
14. COMPLIANCE WITH LAWS; GDPR(a) Compliance.
The parties agree to comply with all applicable laws, including data protection and privacy regulations, in connection with the transactions contemplated by this Agreement. For purposes of this Section 13 any capitalized term shall have the meaning set out in the GDPR and shall include the equivalent term used in other regulatory regimes applicable to the processing of Client Personal Data pursuant to this Agreement. Forrester shall (i) process Client Personal Data only as instructed by Client except where and to the extent otherwise required by applicable law; (ii) ensure that persons authorized to process Client Personal Data have committed themselves to confidentiality obligations; (iii) have no access to identifiable client sensitive personal data such as social security numbers, financial account numbers, or access to Special Categories of Personal Data unless otherwise agreed to separately in writing; (iv) maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Client Personal Data set forth in Annex II of the EU SCCs (as defined below) taking into account the nature of such data and risks presented by processing; and (v) notify Client without undue delay after becoming aware of a personal data breach that negatively impacts Client Personal Data and shall cooperate with Client’s reasonable requests to demonstrate compliance with the obligations set forth herein. Forrester shall not ‘sell’ Client Personal Data and shall be a ‘service provider’ as both terms are defined in the CCPA. To the extent Forrester receives a request from a Data Subject to exercise the Data Subject’s rights pursuant to applicable Data Protection Laws Forrester shall notify Client provided, however, Client acknowledges that Client employees may contact Forrester to exercise Data Subject rights and authorizes Forrester to respond to such requests directly without notice to Client unless notice is deemed appropriate taking into account the scope of the Data Subject request. Audits conducted by Client shall be conducted primarily via questionnaires issued to Forrester not more than once a calendar year unless any such audit is at the instruction of a Supervisory Authority. Client represents that it has all rights necessary to transfer to Forrester any Client Personal Data it makes available to Forrester and authorizes Forrester to use third party vendors in connection with the provision of services. The categories of Client Personal Data, Data Subjects and the nature of the Processing of Client Personal Data contemplated pursuant to this Agreement are stated in Annex I to the EU SCCs (as defined below). A list of Forrester’s third-party vendors that process client Personal Data is available to Client upon request. In the event of a conflict between the terms of this Agreement and the SCCs (as defined below) the SCCs shall govern.(b) Data Transfers.
Transfers of Client Personal Data from the European Economic Area, United Kingdom or Switzerland to countries not subject to an adequacy decision shall be governed by the Standard Contractual Clauses adopted by the European Commission Decision of 4 June 2021, Module 2, or Module 3 as applicable (“EU SCCs”), the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses in force 21 March 2022 modified as applicable (“UK Addendum”) and the Swiss Addendum (“Swiss SCCs”) respectively, each in the form found at https://www.forrester.com/policies/standard-contractual-clauses/
(the EU SCCs, UK Addendum, and Swiss Addendum, collectively the “SCCs”). Execution of this Agreement shall be treated as the execution of the SCCs which are incorporated herein by reference and documents Client’s consent to such transfers.
This Agreement and any Purchase Agreements hereunder shall be the complete agreement between Forrester and Client regarding the subject matter hereof. The terms and conditions of sale or license applicable to Forrester Works, Services and Service Units ordered hereunder shall be solely as set forth in this Agreement and the applicable Purchase Agreement, and any preprinted or standard Client terms or conditions contained in, or incorporated by reference into, a confirmation, purchase order or other document submitted by Client which purport to vary or supersede this Agreement or any executed Purchase Agreement shall be of no effect. This Agreement may not be changed or amended except in writing signed by both parties hereto, and neither party may assign this Agreement either in whole or in part without the prior written consent of the other party, except that either party may assign this Agreement as part of a corporate reorganization, consolidation, merger, or sale of substantially all of its assets. This Agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts without regard to its rules governing conflicts of law, and the parties hereby select the courts of Massachusetts to resolve any disputes arising under this Agreement. In the event any provision of this Agreement shall not be enforceable, the remainder of this Agreement shall continue in full force and effect.
Addendum A: Additional Terms for FeedbackNow Products and Services
1. FeedbackNow Services1.1.
Client may purchase Forrester's FeedbackNow products and services in a Purchase Agreement, including: (i) hardware that measures user experience feedback and/or location presence, such as smiley boxes, tablets, people counters, custom feedback boxes and gateways (the "Hardware"), (ii) coded links to a digital version of the Hardware that Client may print or embed on its digital platforms, such as websites or mobile applications, to obtain user experience feedback ("Digital Connectors", and together with the "Hardware," hereinafter referred to as the "CX Inputs") and (iii) subscriptions to Forrester's web and mobile software platform which collects, processes and analyzes the feedback provided through the CX Inputs (the "FeedbackNow Platform"). The sale of CX Inputs and subscriptions to access the FeedbackNow Platform, as well as any other FeedbackNow devices, applications, products or services related thereto that Client purchases on a Purchase Agreement, shall collectively be referred to as the "FeedbackNow Services." The purchase of FeedbackNow Services will be governed by the attached Master Agreement, supplemented by this Addendum.
Client will own the Hardware it purchases in the applicable Purchase Agreement, subject to the conditions, restrictions and limitations herein. Title and the risk of loss and damage to Hardware passes to the Client when such goods are delivered to the Client's premises. This applies regardless of which party pays the shipping costs.2.2.
Forrester maintains ownership of all intellectual property rights associated with the Hardware, including any design elements. The Client may not reverse engineer, deconstruct, modify or copy the programming, design or functions of any Hardware and Client shall not sell, lease, rent, loan, distribute or transfer Hardware to any third party. The FeedbackNow logo must be visible and unaltered on any Hardware on the Client's premises that is visible to the public and on any feedback question(s) accompanying the Hardware.2.3.
Unless otherwise agreed to in a Purchase Agreement, the Client will be solely responsible for the installation of the Hardware. Any customization of the Hardware beyond what is specified in the Purchase Agreement will be at an additional charge. Client is responsible for general care, cleaning and upkeep of the Hardware.
3. Digital Connectors3.1.
Digital Connectors take Client's customers, prospects and end users ("Customers") to a digital version of Forrester's Hardware which allows Customers to provide their user experience feedback to Client. If Client purchases Digital Connectors, Client is entitled to post the number of Digital Connectors purchased on the applicable Purchase Agreement for the subscription term set forth therein. Client, or its authorized agents, may post the Digital Connectors on any Client-owned websites or applications. The Digital Connectors may not be posted on any Affiliate or third-party websites or applications unless explicitly agreed to in a Purchase Agreement.3.2.
Forrester will not be responsible for any problems resulting from the inoperability of the Digital Connectors with Client's or third parties' systems, sites and applications. Client is responsible for deploying the Digital Connectors on its managed sites and applications. Clients will be able to make certain customization to the Digital Connectors via self-service option on the FeedbackNow Platform, but any changes outside of the pre-set customization options will be at an additional charge.3.3.
Client will not include any statements accompanying the Digital Connectors that asserts or implies Forrester's endorsement of Client's products or services. Client is prohibited from using the Digital Connectors to collect any personal, financial, health or identifying information of its Customers. Forrester may delete any such information provided by Customers and may include a disclaimer on the Digital Connectors explicitly discouraging Customers from providing such information.3.4.
Client will not, and will not permit any third party to, sublicense, rent, copy, modify, create derivative works of, translate, reverse engineer, decompile, disassemble or resell the Digital Connectors.
4. FeedbackNow Platform4.1.
Client may purchase a License to access the FeedbackNow Platform for the subscription term set forth in the applicable Purchase Agreement. The FeedbackNow Platform allows the Client to access Customer feedback responses, tracking data and associated information obtained from Client's CX Inputs (the "Raw Data"). Client may utilize the FeedbackNow Platform to analyze and summarize the Raw Data using proprietary Forrester Works (the "Analyzed Data", and collectively with the Raw Data, hereinafter referred to as the "Data"). Client does not have the ability to directly access the Data from the CX Inputs and will only have access to the Data if Client purchases a subscription to the FeedbackNow Platform.4.2.
Client's employees must register with a username and password to access the FeedbackNow Platform. Client's third party contractors may also register for the FeedbackNow Platform, provided such access is solely in connection with the contractor's provision of services to Client. Client is responsible for its employees' and contractors' use of the FeedbackNow Platform and Data in accordance with the terms herein.4.3.
Client will not: (i) reverse engineer or copy the FeedbackNow Platform or any part, feature, function or user interface thereof, (ii) attempt to gain unauthorized access to the FeedbackNow Platform or its related systems or networks, (iii) make the FeedbackNow Platform available to anyone other than its employees and contractors who have registered for an account, (iv) sell, resell, license, sublicense, distribute, rent or lease any part of the FeedbackNow Platform, (v) interfere with or disrupt the performance of the FeedbackNow Platform, including by introduction of a virus, worm, Trojan Horse or other malicious software, (vi) use the FeedbackNow Platform to violate the security or integrity of any other application, computing device, system or network, including but not limited to gaining unauthorized access to any such systems, (vii) use the FeedbackNow Platform to distribute or facilitate the sending of unsolicited or unlawful emails, texts or other messages, or (viii) access the FeedbackNow Platform in order to build a competitive product or service.4.4.
The FeedbackNow Platform may contain features designed to interoperate with third-party applications. Client may be required to register for accounts and agree to terms and conditions of third parties in order to access such features. If any third party ceases to make its applications available for interoperation with the FeedbackNow Platform on reasonable terms, then Forrester may cease providing access to such features on the FeedbackNow Platform without entitling Client to any refund, credit or other compensation.4.5.
Forrester reserves the right to make changes to the FeedbackNow Platform at any time, provided that any such change does not prevent Client from obtaining its Raw Data. The FeedbackNow Platform will be updated at Forrester's discretion; Forrester makes no representations or warranties regarding the schedule, content or features of any updates. Client represents that it is not purchasing access to the FeedbackNow Platform based on any proposed features or future functionality. Client recognizes that Forrester cannot protect against all forms of viruses, intrusions, hacking, counterfeits and malware that may exists, but Forrester will use industry standards safeguards to protect the security of the FeedbackNow Platform.
5. Data Ownership and License; Client Materials5.1.
All Data are owned by Forrester. Forrester may use, transmit, display, distribute, sell or transfer the Data for any business or commercial purposes, provided the Data is in aggregated, anonymous form and Forrester does not reference the Client as the source of such Data to third parties. Such business and commercial uses may include, but are not limited to, diagnosing technical issues, identifying customer needs, providing benchmarking analysis to customers and improving our products and services. Forrester's ownership rights in the Data are perpetual and irrevocable and shall not expire or terminate at the expiration or termination of this Agreement or any Purchase Agreement.5.2.
Subject to the limitations in this Section 5, Client is granted a non-exclusive, non-transferable, worldwide right to access and use the Data that is generated from its CX Inputs. Client may (a) use Data for any internal business purposes, (b) share Data in direct communications with third-party contractors that are providing services to Client and business partners working with Client on customer experience analysis, provided that Client remains responsible for such party's usage of the Data in connection with the terms herein and (c) publicly display an official Data summary certificate (a "Certificate") generated via the tools available on the FeedbackNow Platform while Client's subscription to the FeedbackNow Platform is active, provided that the Certificate includes accompanying text that states "Customer feedback results certified by Forrester FeedbackNow." Client may not use any other text or references with regards to the Certificate without the prior written consent of Forrester. Except as set forth in the foregoing, Client is prohibited from sharing, distributing, displaying, selling or transferring any Data, including but not limited to use in any advertising, marketing or promotional materials, without Forrester's prior written consent.5.3.
Forrester reserves the right to delete the Data from its systems (including the FeedbackNow Platform) after the expiration or termination of Client's subscription to the FeedbackNow Platform. Client is solely responsible for ensuring it has saved and backed-up its Data. After the expiration of Client's subscription to the FeedbackNow Platform, Client may continue to use any Data it has saved to its own systems, provided such usage is in accordance with the usage restrictions herein, but Client will no longer have access to any Data on Forrester's system (including the FeedbackNow Platform) nor will it be able to receive any new Data from the CX Inputs.5.4.
Any pre-existing Client information, data or materials that Client inserts or uploads into the FeedbackNow Platform or is provided to Forrester in connection with the FeedbackNow Services ("Client Information") will remain Client's property and shall only be used by Forrester as necessary to perform the FeedbackNow Services. Client represents and warrants that it owns or licenses all Client Information and has the right to transfer the Client Information to Forrester to perform the FeedbackNow Services. Client shall not use or provide any Client Information in violation of any applicable laws, agreements or third-party rights. Client is responsible for the accuracy, quality and legality of the Client Information. Client understands that the FeedbackNow Services are not intended to be used for backing up or storing Client Information and thus Forrester shall not be responsible for any deletion or destruction of Client Information.
6. Limited Warranty6.1.
The Hardware is guaranteed to properly transmit the Raw Data to the FeedbackNow Platform for a period of twelve (12) months from date of delivery ("Warranty Period"). The Client must notify Forrester within the Warranty Period to receive service on its warranty claim; warranty claims are barred outside of the Warranty Period. If the Client has submitted a valid warranty claim within the Warranty Period, then Forrester will either repair the defective Hardware or supply a replacement, at Forrester's sole discretion.6.2.
The warranty does not cover any claim for: (i) defects that do not substantively affect the performance of the Hardware, (ii) temporary malfunctions, (iii) natural wear and tear, (iv) damage due to negligent treatment, (v) unintended uses or uses with unapproved hardware, equipment, software, or media, (vi) defective installation by Client, (vii) theft, loss, vandalism, or other damage caused by Client, third parties or a force majeure, or (viii) issues caused by external factors, such as unique conditions at Client's premises or other unusual external factors not reasonably foreseeable. Client shall not, and shall not allow a third party to, make any repairs or modifications to the Hardware. The warranty herein shall be null and void if any unauthorized repairs or modifications are made to the Hardware. Client shall be responsible for any additional warranty servicing costs (including shipment, travel and labor) that results from the Hardware repairs.6.3.
THE FOREGOING WARRANTY AND THE WARRANTIES IN THE MASTER AGREEMENT ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES AS TO INFRINGEMENT AND WARRANTIES AS TO ACCURACY, COMPLETENESS, OR ADEQUACY OF INFORMATION.
7. Service Disruptions7.1.
Forrester will use reasonable efforts to minimize disruptions in the FeedbackNow Platform, but reserves the right to suspend the FeedbackNow Platform without notice for required updates or maintenance, emergency repairs or circumstances outside of Forrester's control. Forrester will use reasonable efforts to provide advanced notice of any planned outages of the FeedbackNow Platform. Forrester is not liable for any delays in the shipment of Hardware, or for any interruptions in the FeedbackNow Platform, the CX Inputs, or transmission of Data from the CX Inputs, due to force majeure or other events outside of its control, such as floods, fires, earthquakes, civil unrest, wars, acts of terror, strikes, telecommunications or internet failures, power or electrical shutdowns or other acts of God. Client agrees that the FeedbackNow Services are not intended or designed to be used in any mission-critical circumstances or for any uses requiring fail-safe performance, or where failure could lead to death, personal injury or environmental damage, and Client shall not use the FeedbackNow Services for such purposes.
8. Applicable Laws; Export Compliance; U.S. Government Users8.1.
Client agrees to abide by all applicable laws in connection with its usage of the FeedbackNow Services and any Data, including any export laws and regulations of the United States and other relevant jurisdictions. Client shall not use, or permit anyone else to use, any FeedbackNow Service in a U.S.-embargoed country. Client represents that it is not named on any U.S. government denied-party list or equivalent in the jurisdiction where the FeedbackNow Services will be used.8.2.
If Client is a U.S. government entity, Client acknowledges that the Digital Connectors and FeedbackNow Platform are each a "commercial item," as that term is defined at 48 C.F.R. 2.101 (Oct. 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), as applicable, all U.S. Government users acquire a license to the Digital Connectors and FeedbackNow Platform with only those rights set forth herein.
9. References; Feedback9.1.
Forrester is entitled to use the Client as a reference or use Client's name and business description for advertising purposes related to Client's use of the FeedbackNow Services.9.2.
Any input and feedback from the Client regarding product or service improvements, modifications, bug fixes, enhancements or similar information may be used by Forrester to improve or enhance its products and services, and accordingly, Client grants Forrester and its Affiliates a perpetual, irrevocable, royalty-free, worldwide right and license to use, reproduce, disclose, sublicense, modify, and otherwise exploit such feedback, provided that Client is not externally referenced as the source of such feedback.
10. Beta Features10.1.
If Client accesses any beta features, technologies, and services that are not generally available to customers, such beta features are being offered to Client for evaluation and feedback purposes only and not for production use. Such beta features are not supported and are provided "as-is" without any warranty of any kind. Forrester shall have no liability for any harm or damage arising out of or in connection with a beta products or services.