BY ACCESSING OR USING ANY INDUSTRYVAULT SERVICES, YOU ARE ACCEPTING ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT USE ANY INDUSTRYVAULT SERVICES. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN AGREEMENT SIGNED BY YOU.
IF YOU ARE USING ANY INDUSTRYVAULT SERVICES AS AN EMPLOYEE, CONTRACTOR, OR AGENT OF A CORPORATION, PARTNERSHIP OR SIMILAR ENTITY, THEN YOU MUST BE AUTHORIZED TO ACCEPT THE TERMS OF THIS AGREEMENT, AND YOU REPRESENT AND WARRANT THAT YOU ARE SUCH AN AUTHORIZED USER. THE RIGHTS GRANTED UNDER THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON ACCEPTANCE BY SUCH AUTHORIZED PERSONNEL.
These IndustryVault Terms of Service (“Terms of Service”, “Agreement”) are entered into by and between IndustryVault LLC and the User (“Client” or “you”) accessing this Website or any IndustryVault Services . This Agreement consists of the Terms set forth below, and any Master Services Agreement, Order Form(s), or Statement(s) of Work that reference this Agreement.
Modifications to this Agreement: From time to time, IndustryVault may modify this Agreement. Unless otherwise specified by IndustryVault, changes become effective for Client upon renewal of the then-current Subscription Term or upon the effective date of a new Order Form after the updated version of this Agreement goes into effect. IndustryVault will use reasonable efforts to notify Client of the changes through communications via Client’s Account, email or other means. Client may be required to click to accept or otherwise agree to the modified Agreement before renewing a Subscription Term or upon the effective date of a new Order Form, and in any event continued use of any IndustryVault Service after the updated version of this Agreement goes into effect will constitute Client’s acceptance of such updated version.
Account Terms
Account Controls
a. Users. All Users retain ultimate administrative control over their User Accounts and Content therein.
b. Corporate Account Owners. Client must designate one or more User Accounts as Corporate Account Owners who are delegated administrative control of User Groups and other forms of Account governance. Client may designate IndustryVault to manage administrative control on Client’s behalf, but this designation does not supersede Client’s ultimate administrative rights over the User Group.
c. User Groups. Client has ultimate administrative control over any User Group created on Client’s behalf and any User-Generated Content posted to the IndustryVault Platform within those User Groups, subject to this Section. Client can manage User access to the User Group’s data and projects.
Account Requirements
a. Client may not create a User Account for use of any User under the age of 13. IndustryVault does not target the Services to children under 13, and it does not permit any Users under 13 on the Services. If IndustryVault learns of any User under the age of 13, it will terminate that User’s Account immediately. If User are a resident of a country outside the United States, Client’s country’s minimum age may be older; in such a case, Client is responsible for complying with the laws of Client’s country.
b. A User’s login may only be used by one person (i.e., a single login may not be shared by multiple people). A Corporate Account may only provide access to the number of User Accounts allowed by its Order Form(s).
User Account Security
Client is responsible for keeping User Accounts secure while using IndustryVault Services, including:
a. monitoring all content posted and activity that occurs under Client’s Corporate Account (even when content is posted by others who have User Accounts under Client’s Corporate Account);
b. maintaining the security of Client’s User Accounts and passwords, as IndustryVault will not be liable for any loss or damage from Client’s failure to comply with this security obligation; and
c. promptly notifying IndustryVault upon becoming aware of any unauthorized use of, or access to, the Services through Client’s Account, including any unauthorized use of Client’s User Accounts.
Additional Terms
In some situations, third parties' terms may apply to Client’s use of the Services. For example, Client may provide Other Users access to the Services under a separate agreement with a third party. While this Agreement is IndustryVault’s full agreement with Client, other parties' terms govern their relationships with Client. If Client us a government User or otherwise accessing or using any portion of the Services in a government capacity, the Government Amendment applies, and Client agrees to its provisions.
Content Terms and Licenses
“Content” means content featured or displayed through the Website, including, without limitation, text, data, articles, images, photographs, graphics, software, applications, designs, features, and other materials that are available on the Website or otherwise available through the Services. User-Generated Content is Content, written or otherwise, created or uploaded by All Users authorized by Client regardless of who is the rights holder. Client Content is Content that Client creates or owns, or to which Client is the rights holder. IndustryVault Content is Content that IndustryVault creates or owns, or to which IndustryVault is the rights holder. IndustryVault Content also includes any anonymous statistical, analytical or derivative data derived from the Services that does not include non-public personal information.
Responsibility for User-Generated Content
Client may create or upload User-Generated Content while using the Services. Client is solely responsible for the content of, and for any harm resulting from, any User-Generated Content that Client or Client’s Users post, upload, link to or otherwise make available via the Services, regardless of the form of that Content. IndustryVault is not responsible for any display or misuse of User-Generated Content.
IndustryVault does not pre-screen User-Generated Content, but it has the right (though not the obligation) to refuse or remove any User-Generated Content that, in its sole discretion, violates any IndustryVault terms or policies.
Ownership of Content, Right to Post, and License Grants
a. Client retains ownership of and responsibility for Client Content. If Client posts anything that Client did not create or that Client’s Users did not create on Client’s behalf, or that Client does not own the rights to, Client and Client’s Users (a) are responsible for such Client Content, (b) will only submit Client Content that Client has the right to post, and (c) Client will fully comply with any third-party licenses relating to Client Content that Client posts.
b. Client grants the rights set forth in @sec-license-grant-to-industryvault free of charge and for the purposes identified in those sections until such time as Client removes Client Content from IndustryVault’s Services. Client understands that Client will not receive any payment for any of the rights granted in @sec-license-grant-to-industryvault. If Client uploads Content that already comes with a license granting IndustryVault the permissions its need to run the Services, no additional license is required.
License Grant to Client
To the extent IndustryVault grants Client access under any SOW to any IndustryVault Content, IndustryVault hereby grants Client a non-transferrable, non-assignable, nonexclusive right to access, perform, display and use such IndustryVault Content for a term as stated in the SOW.
This License does NOT grant or assign to Client any legal or equitable title or other right in any IndustryVault Content, and does NOT grant Client the right to sell IndustryVault Content or otherwise distribute or use it outside of our provision of the Services to Client.
License Grant to IndustryVault
Client grants to IndustryVault the right to store, parse, and display Client Content, and make incidental copies as necessary to render the Website and provide the Services. This includes the right to do things like copy Client Content to the IndustryVault Platform; display Client Content through the Website to Client’s and those to whom Client chooses to show it; parse Client Content into a search index or otherwise analyze it on IndustryVault’s Services; and share Client Content with Users and Other Users with whom Client chooses to share it.
This License does NOT grant or assign to IndustryVault any legal or equitable title or other right in any Client Content, and does NOT grant IndustryVault the right to sell Client Content or otherwise distribute or use it outside of our provision of the Services to Client.
To the extent any provision of this Agreement is unenforceable under the Severability section of a Master Services Agreement signed by IndustryVault and Client, Client grants to IndustryVault the rights it needs to use Client Content without attribution and to make reasonable adaptations of Client Content as necessary to render the Website and provide the Services.
Moral Rights
Client retains all moral rights to Client Content that Client or Client’s Users upload, publish, or submit to any part of the Services, including the rights of integrity and attribution. However, Client waives these rights and agree not to assert them against IndustryVault, solely to enable it to reasonably exercise the rights granted in @sec-license-grant-to-industryvault, but not otherwise.
Storage Locations
A Storage Location is a logical or physical location on the IndustryVault Platform where Content is stored and where version control and/or access control is applied. For example, a File Storage Location might include smaller text or image files stored and managed using version control, while an Object Storage Location might include larger files (such as structured datasets from operational systems) kept in access-controlled object or database storage. The Parties agree that written policies for Storage Location access are the foundation for effective data governance.
Control of Storage Locations
Client Storage Locations
a. Client Storage Locations. Corporate Accounts may have Client Storage Locations which contain Client Content. Client is responsible for controlling access to Client’s Client Storage Locations, including invitations to Users to access Client Storage Locations, administrative control of User Groups with access to Client Storage Locations, and termination of access to Client Storage Locations. Client may designate IndustryVault to manage administrative control on Client’s behalf, but this designation does not supersede Client’s ultimate administrative rights over Client Storage Locations.
b. Private Client Storage Locations. Corporate Accounts may have Private Client Storage Locations which restrict access ONLY to Client’s Users and do NOT allow access by Other Users. All Client Storage Locations SHALL be Private Client Storage Locations unless specifically designated otherwise in writing by a Corporate Account Owner and agreed to in writing by IndustryVault.
c. Shared Client Storage Locations. Corporate Accounts may have Shared Client Storage Locations which restrict access to Client’s Users AND to specific Other Users that a Corporate Account Owner designates. Client must provide IndustryVault with written permission from a Corporate Account Owner before a Private Client Storage Location may be changed to a Shared Client Storage Location. Client also must provide IndustryVault with a written Shared Client Storage Location License for inclusion in the Client Storage Location to be shared that, at a minimum, (x) specifically identifies which Other Users may access the Shared Storage Location, (y) defines under what specific terms the Shared Storage Location may be accessed by those Other Users, and (z) is approved in writing by IndustryVault and does not conflict with any other terms of this Agreement.
IndustryVault Storage Locations
a. IndustryVault Storage Locations. Corporate Accounts may have IndustryVault Storage Locations which contain IndustryVault Content. IndustryVault is responsible for controlling access to IndustryVault Storage Locations, including invitations to access IndustryVault Storage Locations, administrative control of User Groups and Teams with access to IndustryVault Storage Locations, and termination of access to IndustryVault Storage Locations.
b. Private IndustryVault Storage Locations. Corporate Accounts may have Private IndustryVault Storage Locations which restrict access ONLY to IndustryVault Personnel and do NOT allow access by Client’s Users or by Other Users. All IndustryVault Storage Locations SHALL be Private IndustryVault Storage Locations unless specifically designated otherwise in writing by IndustryVault.
c. Shared IndustryVault Storage Locations. Corporate Accounts may have Shared IndustryVault Storage Locations which restrict access to IndustryVault Personnel AND to specific Users and Other Users that IndustryVault designates. For example, Shared IndustryVault Storage Locations may contain sample data, report templates, or code examples. IndustryVault will provide a written Shared IndustryVault Storage Location License for inclusion in any IndustryVault Storage Locations to be shared that, at a minimum, (i) identifies which Users and Other Users may access the Shared IndustryVault Storage Location, and (ii) defines under what terms the Shared IndustryVault Storage Location may be accessed.
d. Unless otherwise specified in a written Shared IndustryVault Storage Location License, Client’s Users may modify the Contents of Shared IndustryVault Storage Locations solely for the purpose of developing bug fixes, customizations, and additional features (“Client Modifications”) for use with the Services. Notwithstanding anything in this Agreement to the contrary, IndustryVault has no support, warranty, indemnification or other obligation or liability with respect to Client Modifications or its combination, interaction or use with the Services. Client will indemnify, defend and hold IndustryVault harmless from and against all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys' fees and costs) arising out of or in connection with any claim brought against IndustryVault by a third party relating to Client Modifications (including, but not limited to, any representations or warranties Client makes about Client Modifications to the Shared IndustryVault Storage Locations). In circumstances where Client’s Users may be permitted to make additions, changes or modifications to Shared IndustryVault Storage Locations, such additions, changes or modifications shall be considered Feedback.
Confidentiality of Storage Locations
Each Party shall consider the contents of Storage Locations to be confidential to the Party which controls the Storage Location. Accordingly, IndustryVault will protect the contents of Client Storage Locations from unauthorized use, access, or disclosure in the same manner that it would use to protect its own confidential information of a similar nature and in no event with less than a reasonable degree of care.
IndustryVault Access
IndustryVault employees may only access the content of Client’s Client Storage Locations with Client’s consent and knowledge, either for providing specific services or features as part of the Services, or for support reasons. If IndustryVault accesses a Client Storage Location for support reasons, it will only do so with a Corporate Account Owner’s consent and knowledge.
Exclusions
If IndustryVault has reason to believe the contents of a Storage Location are in violation of the law or of this Agreement, it has the right to access, review, and remove them. Additionally, IndustryVault may be compelled by law to disclose the contents of Client’s Client Storage Locations. Unless otherwise bound by requirements under law or if in response to a security threat or other risk to security, IndustryVault will provide notice of such actions.
API Terms
a. Our “application programming interface” (“API”) is a set of functions and procedures that allow our Clients to create software applications that access the features of the Services. IndustryVault grants Client a limited, worldwide, non-exclusive, non-transferable license during the term of this Agreement to access and use our API solely for the purpose of developing, demonstrating, testing and supporting interoperability and integrations between Client’s Services and services and IndustryVault’s Services and services.
b. Client agrees not to modify, publish, sell, lease, license, distribute, or sublicense our API; decompile, disassemble, reverse engineer, or otherwise attempt to derive source code from our API; reproduce, modify or create derivative works from our API; use our API to provide service bureau, application hosting, or processing services to third parties; incorporate or otherwise combine or integrate our API with any of Client’s Services or services; or use our API to engage in, support, or enable any kind of illegal activity.
c. We reserve the right at any time to modify or discontinue, temporarily or permanently, Client’s access to the API (or any part of it) with or without notice. It is Client’s sole responsibility to ensure that Client’s use of the API is compatible with the then-current API. Other than the rights we expressly give Client in this Agreement, IndustryVault does not grant Client any rights or licenses to our API or to any other IndustryVault Services or services.
d. Client’s Services, services, and integrations (collectively, Client’s “Services”) are Client’s responsibility. That means that Client is solely responsible for developing, operating, and maintaining all aspects of Client’s Services; ensuring that all materials used with or in Client’s Services are legal in all the jurisdictions where Client’s Services are used, and don’t promote illegal activities; obtaining any rights or licenses necessary to use and/or distribute any third-party software that Client uses, includes, integrates, or distributes with Client’s Services; and providing Client’s end users with the same high-quality technical support for Client’s Services when they operate in conjunction with our API or any other of our Services and services as when they operate on their own.
e. Abuse or excessively frequent requests to IndustryVault via the API may result in the temporary or permanent suspension of Client’s Account access to the API. IndustryVault, in its sole discretion, will determine abuse or excessive usage of the API. IndustryVault will make a reasonable attempt to notify Client via email prior to suspension. Client may not share API tokens to exceed IndustryVault’s rate limitations. Client may not use the API to download data or Content from the Website for spamming purposes, including for the purposes of selling User Personal Information, such as to recruiters, headhunters, and job boards. All use of the IndustryVault API is subject to this Agreement and the IndustryVault Privacy Statement. IndustryVault may offer subscription-based access to its API if Client requires high-throughput access or access that would result in resale of the Services.
Third-Party Applications
Creating Applications
If Client creates a Developer Product using our API and make it available for Users, then Client must comply with the following requirements:
a. Client must comply with this and the IndustryVault Privacy Statement.
b. Except as otherwise permitted, such as by law or by a license, Client must limit Client’s usage of the User Personal Information or User-Generated Content Client collects to that purpose for which the User has authorized its collection.
c. Client must take all reasonable security measures appropriate to the risks, such as against accidental or unlawful destruction, or accidental loss, alteration, unauthorized disclosure or access, presented by processing the User Personal Information or User-Generated Content.
d. Client must not hold itself out as collecting any User Personal Information or User-Generated Content on IndustryVault’s behalf, and provide sufficient notice of Client’s privacy practices to the User, such as by posting a privacy policy.
e. Client must provide Users with a method of deleting any User Personal Information or User-Generated Content Client has collected through IndustryVault after it is no longer needed for the limited and specified purposes for which the User authorized its collection, except where retention is required by law or otherwise permitted, such as through a license.
Using Applications
a. Client may grant a Developer Product authorization to use, access, and disclose Client Content. Some Developer Services can be used for performing automated tasks, and in some cases, multiple Users may direct the actions of a Developer Product. However, if Client sets up a Developer Product on Client’s Account, or Client is an owner of an Account with an integrated Developer Product, then Client will be responsible for the Developer Product’s actions that are performed on or through Client’s Corporate Account. Please see the IndustryVault Privacy Statement for more information about how IndustryVault shares data with Developer Services.
b. IndustryVault makes no warranties of any kind in relation to Developer Services and is not liable for disclosures to third parties that Client authorizes to access Client Content. Client’s use of any third-party applications is at Client’s sole risk.
Acceptable Use Policy
Client’s use of the Website and the Services must not violate any applicable laws, including copyright or trademark laws, export control laws, or other laws in Client’s jurisdiction. Client is responsible for making sure that Users' use of the Services is in compliance with all applicable laws and regulations.
Content Restrictions
Under no circumstances will any User upload, post, host, or transmit any Content to Client’s Storage Locations that:
a. is unlawful or promotes unlawful activities; b. is or contains sexually obscene content; c. is libelous, defamatory, or fraudulent; d. is discriminatory or abusive toward any individual or group; e. contains or installs any active malware or exploits, or uses IndustryVault’s platform for exploit delivery (such as part of a command and control system); or f. infringes on any proprietary right of any party, including patent, trademark, trade secret, copyright, right of publicity, or other rights.
Conduct Restrictions
While using the Services, Client agrees that under no circumstances will any User:
a. harass, abuse, threaten, or incite violence towards any individual or group; b. use IndustryVault’s Services for any form of excessive automated bulk activity (e.g., spamming), unsolicited advertising, or solicitation through our Services; c. attempt to disrupt or tamper with IndustryVault’s Services in ways that could harm the Website or the Services, to place undue burden on IndustryVault’s servers through automated means, to scrape the Website, or to access the Services in ways that exceed Client’s authorization; d. impersonate any person or entity, including any IndustryVault employees or representatives, including through false association with IndustryVault, or by fraudulently misrepresenting Client’s identity or purpose; or e. violate the privacy of any third party, such as by posting another person’s personal information without consent.
Services Usage Limits
Client will not reproduce, duplicate, copy, sell, resell or exploit any portion of the Services, use of the Services, or access to the Services without IndustryVault’s express written permission. If IndustryVault determines Client’s bandwidth usage to be significantly excessive, IndustryVault reserves the right to suspend Client’s Account or throttle Client’s Content hosting until Client can reduce Client’s bandwidth consumption.
Website Changes
IndustryVault reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Website (or any part of it) with or without notice.
