Terms of Service

By accessing our website, you are agreeing to be bound by these terms of service, and agree that you are responsible for compliance with any applicable local laws.

PLEASE READ THE FOLLOWING TERMS OF SERVICE (THE “TERMS”), WHICH ALONG WITH OUR PRIVACY POLICY, ANY APPLICABLE ORDER FORM AND ALL SUPPLEMENTAL AGREEMENTS THAT MAY BE PRESENTED TO YOU FOR YOUR REVIEW AND ACCEPTANCE CONSTITUTE THE AGREEMENT BETWEEN THE ENTITY SUBSCRIBING TO USE OF THE SERVICES (“YOU” OR “CUSTOMER”), AND ENGINE DATA SCIENCE LLC AND ITS SUBSIDIARIES (“ENGINE”).

BY EXECUTING AN ORDER FORM THAT REFERENCES THESE TERMS, OR BY ACCESSING, USING, OR SUBSCRIBING TO USE THE SERVICES, YOU ARE ACCEPTING AND AGREEING TO BE BOUND BY AND TO COMPLY WITH ALL THE TERMS AND CONDITIONS CONTAINED HEREIN (PERSONALLY AND ON BEHALF OF ANY COMPANY OR OTHER LEGAL ENTITY THAT YOU REPRESENT WHEN USING THE SERVICES OR THAT YOU NAME AS THE USER WHEN YOU CREATE AN ACCOUNT), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO UNDERSTAND AGREE TO THESE TERMS AND TO BIND ANY COMPANY OR OTHER LEGAL ENTITY YOU REPRESENT TO THESE TERMS. THE TERMS OF ALL ORDER FORMS ENTERED INTO HEREUNDER SHALL BE INCORPORATED HEREIN BY THIS REFERENCE. YOU MAY NOT ACCESS OR USE THE SERVICES OR ENTER INTO THIS AGREEMENT IF YOU ARE NOT AT LEAST 16 YEARS OLD. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, DO NOT ACCESS OR USE THE SERVICES.

Engine may change these Terms from time to time in its sole discretion. If any material changes are made, Engine will attempt to notify you by sending you an email to the last email address you provided to Engine and/or posting notice on Engine’s website. Therefore, you agree to promptly notify Engine of any changes in your email address. Any material changes to these Terms will be effective immediately when we post them. If you disagree with any changes, you may discontinue your use of the Services. Your continued use of the Services following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

DEFINITIONS. Capitalized terms will have the meanings set forth in this section, or in the section where they are first used.
1. “Access Protocols” means the passwords, access codes, technical specifications, connectivity standards or protocols, or other relevant procedures, as may be necessary to allow Customer or any Authorized Users to access theEngine Solution.
2. ‍“Authorized User” means each of Customer’s employees, agents, partners and independent contractors who are authorized to access the Engine Solution pursuant to Customer’s rights under this Agreement.
3. “Engine Solution” means the Engine software-as-a-service application identified in an Order Form that allows Authorized Users to access certain features and functions through a web interface.
4. “Connector Credentials” means login or account credentials used by Customer to access certain third party accounts for which it intends to use theEngine Solution (e.g. Customer’s accounts with retail partners).
5. “Connector Data” means content or information obtained, at the direction of the Customer, through the connection of the Engine Solution to a third-party data source.
6. “Customer Content” means any content and information provided or submitted by, or on behalf of, Customer or its Authorized Users for use with the Services, including Connector Credentials and Connector Data but not including Usage Data.
7. “Documentation” means the technical materials provided by Engine toCustomer in hard copy or electronic form describing the use and operation of the Engine Solution.
8. “Error” means a reproducible failure of the Engine Solution to substantially conform to the Documentation.
9. “Licensed Material” means results, reports, materials and documentation made available to Customer as part of the Services.
10. “Order Form” means all written order forms or other ordering documentation, including online subscription forms, entered into by the parties hereunder and referencing this Agreement, identifying the applicable Services to be made available by Engine, and containing the pricing, subscription term, and other specific terms and conditions applicable to the Services.
11. “Professional Services” means professional services provided by Engine to Customer as described in any Order Form (as may be further elaborated in any SOW).
12. “Services” means any services provided by Engine to Customer under these Terms or as set forth in an Order Form, including, but not limited to, provision of the Engine Solution.
PROVISION OF SERVICES. Capitalized terms will have the meanings set forth in this section, or in the section where they are first used.
1. Engine Solution Access. Subject to these Terms, including Customer’s payment of any fees as may be set forth in the Order Form (“Fees”), Engine will provide Customer with access to the Engine Solution. On or as soon as reasonably practicable after the effective date set forth in an Order Form (the “Order Form Effective Date”), Engine will provide Customer with Access Protocols for Customer and its Authorized Users to access the Engine Solution. Customer will prevent unauthorized access to, or use of, the Engine Solution, and notify Engine promptly of any such unauthorized use known to Customer.‍
2. Support Services. Subject to these Terms, Engine will exercise commercially reasonable efforts to provide support for the access or use of the Engine Solution.If you experience issues, please contact us by email at support@engine.net‍‍
‍INTELLECTUAL PROPERTY;DATA.
1. License Grant. Subject to these Terms, Engine grants to Customer a nonexclusive, non-transferable, non-sublicensable license during the Term (as defined below), solely for Customer’s internal business purposes and in accordance with the limitations (if any) set forth in the Order Form to access and use the Engine Solution in accordance with the Documentation.‍
2. Restrictions. Customer will not, and will not permit any Authorized User or other party to: (a) allow any third party to access the Engine Solution, LicensedMaterial or Documentation (collectively, the “Engine Materials”), except as expressly allowed herein; (b) modify, adapt, alter or translate the Engine Materials;(c) sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the Engine Solution or Documentation for the benefit of any unauthorized third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code(or the underlying ideas, algorithms, structure or organization) of the Engine Solution, except as permitted by law; (e) interfere in any manner with the operation of the Engine Solution or the hardware and network used to operate the EngineSolution; (f) modify, copy or make derivative works based on any part of the EngineSolution or Documentation; (g) access or use the Engine Solution to build a similar or competitive product or service; (h) attempt to access the Engine Solution through any unapproved interface; or (i) otherwise use the Engine Materials in any manner that exceeds the scope of use permitted under Section 3.1 (License Grant) or in a manner inconsistent with applicable law, the Documentation, or this Agreement. Customer acknowledges and agrees that the Engine Solution will not be used, and are not licensed for use, in connection with any of Customer’s time critical or mission-critical functions. Customer will not remove, alter, or obscure any proprietary notices (including copyright and trademark notices) of Engine or its licensors on the Licensed Material or any copies thereof.‍
3. Ownership. Engine’s website and its entire contents, features, and functionality, including but not limited to the Engine Materials are owned by Engine, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. All rights in and to the Engine Solution and Documentation not expressly granted to Customer in this Agreement are reserved by Engine and its suppliers. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Customer regarding the EngineSolution, Documentation, or any part thereof.‍
4. License to Licensed Material. Subject to these Terms, Engine grantsCustomer a perpetual, royalty-free, fully-paid, non-exclusive, non-transferable, non-sublicensable license to use the Licensed Material for Customer’s analytics and data processing purposes.‍
5. Open Source Software. Certain items of software may be provided toCustomer with the Engine Solution and are subject to “open source” or “free software” licenses (“Open Source Software”). Some of the Open Source Software is owned by third parties and may not be subject to some of the provisions of these Terms. Instead, each item of Open Source Software is licensed under the terms of the end-user license that accompanies such Open Source Software. Nothing in these Terms limits Customer’s rights under, or grants Customer rights that supersede, the terms and conditions of any applicable end user license for the Open Source Software. If required by any license for particular Open Source Software, Engine makes such Open Source Software, and Engine’s modifications to that Open Source Software, available by written request at the notice address specified below.
6. ‍Customer Feedback. Any Customer suggestions, enhancement requests, recommendations, or other feedback provided by Customer, including Authorized Users, relating to the Services will be considered non-confidential and non-proprietary. By providing such feedback, you grant us and our licensees, successors, and assigns, the right to use and incorporate the feedback into the Services. Engine will not identify Customer as the source of any such feedback.‍
7. Usage Data. Customer also grants Engine a non-exclusive, royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual, fully paid license to use, reproduce, display, distribute, transmit, perform, and create derivative works of the Customer Content in an aggregated or de-identified form (such data, once in aggregated or de-identified form, the “Usage Data”) to: (A) improve the Services and Engine’s related products, services, and technology; (B) provide analytics and benchmarking services; and (C) generate and disclose statistics regarding use of the Services, provided, however, that no statistics will be disclosed to third parties in a manner that would identify Customer without Customer’s consent.‍
DATA.‍
1. Connector Credentials. Customer agrees to provide to Engine any Connector Credentials solely via the Engine Solution.‍
2. Data Security. Engine shall (a) maintain and enforce an information security program including safety, physical and technical security policies and procedures with respect to its processing of Customer Content that meets or exceeds industry standard practices, (b) store Connector Credentials provided by Customer here under in secured, encrypted form, (c) delete any Connector Credentials within one business day of a written request from Customer for such deletion, (d) periodically test its systems for potential areas where security could be breached and monitor for suspected breaches, (e) promptly report to Customer any breach of security or unauthorized access to Customer Content that Engine detects or becomes aware of and (f) use diligent efforts to mitigate any breach of security or unauthorized access to Customer Content in a timely manner.
PAYMENTS.
Engine currently does not process payments on its website. However, it reserves the right to add this feature at which point it will update these Terms accordingly.‍
CUSTOMER CONTENT AND RESPONSIBILITIES.‍
1. License; Ownership. Customer is solely responsible for any and all obligations with respect to the accuracy, quality and legality of Customer Content. Customer will obtain all third party licenses, consents and permissions needed for Engine to use the Customer Content to provide the Services. Without limiting the foregoing, Customer will be solely responsible for obtaining from third parties all necessary rights for Engine to use the Customer Content submitted by or on behalf of Customer for the purposes set forth in this Agreement. Customer grants Engine a non-exclusive, worldwide, royalty-free and fully paid license during the Term (a) to use the Customer Content as necessary for purposes of providing and improving the Services and (b) to use the Customer trademarks, service marks, and logos as required to provide the Services. By using the Services, you expressly authorize Engine to access your Connector Data maintained by identified third parties, on your behalf as your agent, and you expressly authorize such third parties to disclose your information to us. Engine will submit Connector Credentials to such third parties. You hereby authorize and permit Engine to use and store information submitted by you to accomplish the foregoing. For purposes of these Terms, and solely to provide the Connector Data to you as part of the Services, you grant Engine a limited power of attorney, and appoint Engine as your attorney-in-fact and agent, to access third party sites, retrieve and use your information with the full power and authority to do and perform each thing necessary in connection with such activities, as you could do in person. YOU ACKNOWLEDGE AND AGREE THAT WHEN ENGINE IS ACCESSING AND RETRIEVING CONNECTOR DATA FROM THIRD PARTY SITES, ENGINE IS ACTING AS YOUR AGENT, AND NOT AS THE AGENT OF OR ON BEHALF OF THE THIRD PARTY THAT OPERATES THE THIRD PARTY SITE. The Customer Content, and all worldwide intellectual property rights in it, is the exclusive property of Customer. All rights in and to the Customer Content not expressly granted to Engine in this Agreement are reserved by Customer.‍‍
2. ‍Customer Warranty. Customer represents and warrants (1) that it has all necessary permissions and consents necessary to provide Engine the Customer Content and Connector Credentials and import the Connector Data into the EngineSolution, in each case, for the uses set forth herein and (2) that Customer Content and its use hereunder will not (a) infringe any copyright, trademark, or patent; (b) misappropriate any trade secret; (c) be deceptive, defamatory, obscene, pornographic or unlawful; (d) contain any viruses, worms or other malicious computer programming codes intended to damage Engine’s system or data; and (e) otherwise violate the rights of a third party. Engine is not obligated to back up any Customer Content; the Customer is solely responsible for creating backup copies of any Customer Content at Customer’s sole cost and expense. Customer agrees that any use of the Engine Solution contrary to or in violation of there presentations and warranties of Customer constitutes unauthorized and improper use of the Engine Solution.‍
3. Customer Responsibility for Data and Security. Customer and its Authorized Users will have access to the Customer Content and will be responsible for all changes to and/or deletions of Customer Content and the security of all passwords and other Access Protocols required in order the access the Engine Solution. Customer will have the ability to export Customer Content out of the Engine Solution and is encouraged to make its own back-ups of the Customer Content. Customer will have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Content.‍
PROFESSIONAL SERVICES.
‍Where the parties have agreed to Engine’s provision of Professional Services, the details of such Professional Services will be set out in an Order Form or a mutually executed statement of work (“SOW”). The Order Form or SOW, as applicable, will include: (a) a description of the Professional Services; (b) the schedule for the performance of the Professional Services; and (c) the Fees applicable for the performance of the Professional Services. Each Order Form or SOW, as applicable, will incorporate the terms and conditions of this Agreement. To the extent that a conflict arises between the terms and conditions of an Order Form or SOW and these Terms, these Terms shall govern, except to the extent that the Order Form or SOW, as applicable, expressly states that it supersedes specific language contained herein.‍
DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY.
‍TO THE FULLEST EXTENT PERMITTED BY LAW, ENGINE, ITS RELATED ENTITIES, ITS SERVICE PROVIDERS, ITS LICENSORS, AND ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS(COLLECTIVELY THE “ENGINE PARTIES”) EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND RELATED TO USE OR OPERATION OF THE ENGINE SOLUTION, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. YOUR USE OF OUR SERVICES IS AT YOUR SOLE RISK. OUR SERVICES AND ALL CONTENT, PRODUCTS, PROGRAMS, AND SERVICES OFFERED THROUGH THE WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE ENGINE PARTIES ARE NOT RESPONSIBLE FOR ERRONEOUS DELETION OR FAILURE TO STORE ANY OF YOUR PERSONAL SETTINGS OR COMMUNICATIONS, OR ANY LOSS OR DAMAGE OF ANY KIND YOU CLAIM WAS INCURRED AS A RESULT OF THE USE OF OUR WEBSITE. UNDER NO CIRCUMSTANCES, WILL ANY OF THE ENGINE PARTIES BE LIABLE TO YOU OR TO ANY PERSON OR ENTITY CLAIMING THROUGH YOU FOR ANY LOSS, INJURY, LIABILITY, DAMAGE, OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS TO,USE OF, INABILITY TO USE, OR RELIANCE ON OUR WEBSITES OR ANY CONTENT, PRODUCT, OR SERVICE PROVIDED TO YOU THROUGH OR IN CONNECTION WITH OUR WEBSITES. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL LOSSES AND DAMAGES OF ANY KIND WHATSOEVER, WHETHER DIRECT OR INDIRECT, GENERAL,SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHERWISE,INCLUDING WITHOUT LIMITATION, LOSS OF DATA, GOODWILL, REVENUE, OR PROFITS. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, NEGLIGENCE, TORT, STRICTLIABILITY, OR ANY OTHER BASIS; EVEN IF ANY ENGINE PARTY HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES; AND WITHOUT REGARD TO THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES. IF ANY PART OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID, ILLEGAL, OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF THE ENGINE PARTIES UNDER SUCH CIRCUMSTANCES TO YOU OR ANY PERSON OR ENTITY CLAIMING THROUGH YOU FOR LIABILITIES THAT OTHERWISE WOULD HAVE BEEN LIMITED WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

Despite anything to the contrary contained herein, Customer acknowledges that (a) Customer has the sole discretion whether to use any products or features available to Customer on a trial, beta, early access, or similar basis (“Beta Services”), (b) Beta Services may not be supported and may be changed at any time, including in a manner that reduces functionality, (c) Beta Services are provided without any warranties of any kind and are provided on an “as-is” basis, and (c) Engine will have no liability arising out of or in connection with BetaServices.‍
CONFIDENTIALITY.
1. Confidential Information. “Confidential Information” means any nonpublic information of a party (the “Disclosing Party”), whether disclosed orally or in written or digital media, that is identified as “confidential” or with a similar legend at the time of such disclosure or that the receiving party (the “Receiving Party”) knows or should have known is the confidential or proprietary information of the Disclosing Party. The Services, Documentation, and all enhancements and improvements thereto will be considered Confidential Information of Engine. Customer Content will be considered Confidential Information of Customer.‍
2. Protection of Confidential Information. The Receiving Party agrees that it will not use or disclose to any third party any Confidential Information of theDisclosing Party, except as expressly permitted under these Terms. The Receiving Party will limit access to the Confidential Information to Authorized Users (with respect to Customer) or to those employees who have a need to know, who have confidentiality obligations no less restrictive than those set forth herein, and who have been informed of the confidential nature of such information (with respect toEngine). In addition, the Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care. At the Disclosing Party’s request or upon termination or expiration of any underlying agreement, the Receiving Party will return to the Disclosing Party or destroy (or permanently erase in the case of electronic files) all copies of the Confidential Information that the Receiving Party does not have a continuing right to use under these Terms and the Receiving Party will, upon request, certify to the Disclosing Party its compliance with this sentence.‍
3. Exceptions. The confidentiality obligations set forth in Section will not apply to any information that (a) is at the time of disclosure or becomes generally available to the public through no fault of the Receiving Party; (b) is lawfully provided to the Receiving Party by a third party free of any confidentiality duties or obligations; (c) was already known to the Receiving Party at the time of disclosure free of any confidentiality duties or obligations; or (d) the Receiving Party can demonstrate, by clear and convincing evidence, was independently developed by employees and contractors of the Receiving Party who had no access to the Confidential Information. In addition, the Receiving Party may disclose Confidential Information to the extent that such disclosure is necessary for the Receiving Party to enforce its rights under these Terms or is required by law or by the order of a court or similar judicial or administrative body, provided that (to the extent legally permissible) the Receiving Party promptly notifies the Disclosing Party in writing of such required disclosure and cooperates with the Disclosing Party if the DisclosingParty seeks an appropriate protective order.‍‍
‍INDEMNIFICATION.
‍You agree to indemnify and hold Engine, its officers, etc. harmless from any claim or demand, including reasonable attorney’s fees and costs, made by any third party due to or arising out of your use of the Website or Engine Solution in a manner not permitted by Engine, including without limitation your actual or all egedviolation of the Terms of Service.‍
TERM AND TERMINATION.
These Terms are effective as of the date set forth above. Unless otherwise stated in the applicable Order Form, the term of an Order Form will begin on the OrderForm Effective Date and continue in full force and effect for the period set forth in an Order Form (the “Initial Term”). The Order Form shall further stipulate the terms of termination and renewal.‍
MISCELLANEOUS
1. Publicity. Customer agrees to participate in press announcements, case studies, trade shows, or other marketing reasonably requested by Engine. Customer grants Engine the right, free of charge, to use Customer’s name and/or logo, worldwide, to identify Customer as such on its website or other marketing or advertising materials. If you want to be exempted from this, you must let Engine know prior to purchasing the product or contact Engine’s Customer Success team by emailing support@engine.net. It may take up to 30 days to remove any press announcements, case studies, trade shows, or other marketing reasonably requested by Engine.‍
2. Governing Law and Venue. These Terms and any action related thereto will be governed and interpreted by and under the laws of the State of Arkansas, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Customer hereby expressly consents to the personal jurisdiction and venue in the state and federal courts of Benton County, Arkansas for any actions brought, or claims made, arising from or related to Customer’s use of the Services. We make no representation that Engine Solution or the Engine Materials are appropriate, legal, or available for use outside of the United States.‍
3. Export. Customer agrees not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Engine, or any products utilizing such data, in violation of the United States export laws or regulations.‍
4. Severability. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.‍
5. No Waiver. Any waiver or failure by Engine to enforce any provision of theseTerms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.‍
6. Assignment. Customer shall not assign, subcontract, delegate, or otherwise transfer these Terms, or its rights and obligations herein, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Customer agrees that these Terms and any other agreements referenced herein may be assigned by Engine, in its sole discretion, to a third party in the event of a merger or acquisition or otherwise.‍
7. Compliance with Law. Customer will always comply with all laws, ordinances, regulations, and statutes that are applicable to its purchase and use of the Engine Materials.
8. ‍Force Majeure. Any delay in the performance of any duties or obligations of either party (except the payment of Fees owed, if applicable) will not be considered a breach of these Terms if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible.‍
9. Notices. All notices related to these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail; and upon receipt, if sent by certified or registered mail (return receipt requested), postage prepaid. Engine may provide notice using the information provided in the most recent Order Form and Customer may provide notice using the contact information provided on https://engine.net/Contact.‍
10. Entire Agreement. These Terms of Service shall apply in addition to, and shall not be superseded by, any other written agreement between the parties. Customer agrees and understands that these Terms of Service together with any other applicable click-through agreements the Customer may have entered into regarding content on the Website shall constitute the entire agreement between the parties regarding Customer’s use and that any other prior agreements between the parties are superseded by these Terms of Service.‍
11. Contact Us. If you have any questions about these Terms of Service, please feel free to contact us by email at support@engine.net or by visiting https://engine.net/Contact.