Diagnose Terms and Conditions

THESE DIAGNOSE TERMS AND CONDITIONS (THIS “AGREEMENT”), EFFECTIVE AS OF THE DATE ON WHICH YOU ELECTRONICALLY ACCEPT THIS AGREEMENT (THE “EFFECTIVE DATE”), GOVERNS YOUR RECEIPT OF A ONE-TIME DIAGNOSE REPORT FROM SOURCEPOINT TECHNOLOGIES, INC. (“SOURCEPOINT”). THIS IS AN AGREEMENT BETWEEN YOU AND SOURCEPOINT.

BY CHECKING THE BOX INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS ADDENDUM, IN WHICH CASE THE TERMS “YOU”, AND “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS ADDENDUM, YOU MUST NOT ACCEPT THIS ADDENDUM AND MAY NOT ELECT TO ACCEPT A DIAGNOSE REPORT FROM SOURCEPOINT.

1. Services. Sourcepoint will send you, via the contact information provided by you, a one-time report (the “Report”) generated by Sourcepoint’s DIAGNOSE service (the “Service”) subject to the terms and conditions of this Agreement. Sourcepoint hereby grants to You a perpetual, non-exclusive, non-transferable, non-sublicensable right to access and use the Report and the information contained therein solely for internal business purposes and solely in accordance with this Agreement.
2. Restrictions. Except as expressly permitted hereunder, You shall not and shall not permit or authorize any third party to: (a) copy, modify, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Report or the Service; (b) translate or create derivative works based on the Report; (c) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, or otherwise commercially exploit or make the Report or the information therein available to any third party; or (d) access or use the Report, the Service (or any part thereof) to build a competitive product or service.  Sourcepoint reserves any and all right, title and interest in and to the Service and the Report other than the limited rights expressly granted to You in this Agreement.
3. No Legal Advice. The Service and the Report are not legal advice and do not highlight or check specific legal risks with regard to specific laws, such as GDPR. You remain responsible for compliance of your websites and applications with applicable laws, including data protection laws such as GDPR, and other rules and regulations and regulatory frameworks, such as the IAB GDPR Transparency and Consent Framework (“Framework”).
4. Disclaimer of Warranty. THE REPORT AND THE SERVICE IS PROVIDED TO YOU ON AN AS-IS BASIS. SOURCEPOINT DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. SOURCEPOINT DOES NOT GUARANTEE THAT THE REPORT OR THE SERVICE WILL BE ERROR-FREE, OR THAT SOURCEPOINT WILL CORRECT ALL ERRORS. You are responsible for Your compliance with all laws, and other rules and regulations and regulatory framework applicable to You. The Services and the Report are not intended to be, are not a replacement for, and should not be taken as, legal advice.
5. Limitation of liability and Disclaimer of Damages. 
   1. IN NO EVENT SHALL SOURCEPOINT OR ITS AFFILIATES BE LIABLE TO YOU OR YOUR AFFILIATES FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT, OR OTHERWISE, OR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY MALFUNCTIONS, DELAYS, LOSS OF DATA, LOST PROFITS, LOST SAVINGS, INTERRUPTION OF SERVICE, LOSS OF BUSINESS OR ANTICIPATORY PROFITS, EVEN IF SOURCEPOINT OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
   2. NEITHER SOURCEPOINT NOR ITS AFFILIATES AGGREGATE AND CUMULATIVE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, STATUTE OR OTHERWISE, WILL EXCEED $1,000. NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH, PERSONAL INJURY, OR PROPERTY DAMAGE CAUSED BY NEGLIGENCE, OR FOR FRAUD.
6. General.
   1. This Agreement may not be amended or modified, in whole or part, except in writing signed by duly authorized representative of each Party.
   2. This Agreement shall be subject to the law of the State of New York, other than with regard to conflict of law principles. For disputes arising under this Agreement, the place of exclusive jurisdiction is the courts located in the State of New York.
   3. In the event that any provision of this Agreement is found to be unenforceable, such provision will be reformed only to the extent necessary to make it enforceable, and such provision as so reformed will continue in effect, consistent with the intent of the Parties as of the Effective Date.
   4. Any additional agreements subsequently executed between the Parties related to the Service, unless otherwise noted explicitly thereon, supersede this Agreement with respect to the Service, effective as of the Paid Service Start Date given on such agreement(s). If Company orders services other than the Service, then Company and Sourcepoint will conclude a separate agreement for the provision of these other services.