HindSite Solution
BY INSTALLING THIS SOFTWARE PROGRAM, YOU ARE AGREEING TO THE LICENSE AGREEMENT HEREIN SET FORTH (HEREINAFTER “AGREEMENT”). IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF THIS AGREEMENT, YOU SHOULD PROMPTLY CEASE THE INSTALLATION OF THIS SOFTWARE PROGRAM. YOU REPRESENT AND WARRANT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO BIND ANY ORGANIZATION WHOSE EMPLOYEES WILL BE USING THE LICENSED SOFTWARE.
1. Grant of Revocable License. Subject to Your compliance with all terms of this Agreement (including payment of the monthly recurring fees and usage charges):
(i) You will access the Licensed Software remotely and will not receive a copy of Licensed Software in any form. HindSite will provide access to the Licensed Software during the initial term, as indicated on the ordering document, in accordance with the terms of this Agreement and the instructions provided by HindSite. At the end of the initial term, the license shall automatically renew for additional terms of equal length to the initial term unless either party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term. Fees for any such renewal terms shall be HindSite’s then-current fees.
(ii) You acknowledge and agree that HindSite exercises no control over, and accepts no responsibility for, the content of the information passing through the Internet, including Your data. You understand further that the Internet contains a wide variety of materials, some of which are socially inappropriate or may be offensive, and is accessible by persons who may attempt to breach the security of HindSite and/or its network(s). HindSite has no control over and expressly disclaims any liability or responsibility whatsoever for such materials or third party actions. You acknowledge that there are risks inherent in internet connectivity that could result in the loss of Your privacy, confidential information, and property.
(iii) You acknowledge and agree that HindSite uses “cookies” on the site used to provide access to the Licensed Software (“HindSite Site”). The usage of cookies by HindSite is in no way linked to any personally identifiable information on the HindSite Site. Some of HindSite’s business partners may use cookies or other devices that track information on the HindSite Site. HindSite has no access to or control over these cookies. The HindSite Site may contain links to other sites. You acknowledge and agree that HindSite is not responsible for the content or privacy practices of such other sites. HindSite encourages its users to be aware when they leave the HindSite Site and to read the privacy statements of any other site. From time to time HindSite requests information via surveys. Participation in these surveys is completely voluntary and You may choose whether to not to participate and therefore disclose any information.
(iv) You agree to the following: (A) You will not post unauthorized commercial communications (such as spam) on the HindSite Site; (B) You will not collect users' content or information, or otherwise access the HindSite Site, using automated means (such as harvesting bots, robots, spiders, or scrapers) without our prior permission; (C) You will not upload viruses or other malicious code; (D) You will not solicit login information or access an account belonging to someone else without HindSite’s permission; (E) You will not develop or operate a third-party application; (F) You will not use HindSite to do anything unlawful, misleading, malicious, or discriminatory; (G) You will not do anything that could disable, overburden, or impair the proper working or appearance of HindSite such as a denial of service attack or interference with page rendering or other HindSite functionality; and (H) You will not facilitate or encourage any violations of this Agreement or HindSite’s policies.
(v) HindSite users provide their real names and information. You agree to the following commitments relating to registering and maintaining the security of Your account: (A) You will not provide any false personal information on the HindSite Site, or create an account for anyone other than Yourself without permission; (B) You will not share employee log in IDs; (C) You agree that each employee is required to and will have their own unique HindSite license log in ID; (D) if HindSite disables Your account, You will not create another one without HindSite’s permission; (E) You will keep Your and all Your employee contact information accurate and up-to-date; (F) You will not share Your password, let anyone else access Your account, or do anything else that might jeopardize the security of Your account; (G) You will not transfer Your account (including any page or application You administer) to anyone without first getting HindSite’s written permission; and (H) if You select a username or similar identifier for Your account or page, HindSite reserves the right to remove or reclaim it if HindSite believes it is appropriate (such as when a trademark owner complains about a username that does not closely relate to a user's actual name).
(vi) In order for HindSite to deliver advertising and other commercial or sponsored content that is valuable to HindSite’s users and advertisers, You agree to the following: (A) You give HindSite permission to use Your name, profile picture, content, and information in connection with commercial, sponsored, or related content (such as a brand You like) served or enhanced by HindSite. This means, for example, that You permit a business or other entity to pay HindSite to display Your name and/or profile picture with Your content or information, without any compensation to You. If You have selected a specific audience for Your content or information, HindSite will respect Your choice when HindSite uses it; (B) HindSite does not give Your content or information to advertisers without Your consent; (C) You understand that HindSite may not always identify paid services and communications as such.
2. Proprietary Rights. You agree that the Licensed Software provided to You constitutes commercially valuable, proprietary products of HindSite and its third-party licensors. You agree that the Licensed Software contains substantial trade secrets of HindSite and its third-party licensors, which HindSite shall entrust to You in confidence to use and copy only as expressly authorized by this Agreement. Without prior written consent, You shall not (i) permit any parent, subsidiaries, affiliated entities or third parties to use the Licensed Software; (ii) process or permit to be processed the data of any other party; (iii) use the Licensed Software in the operation of a service bureau; or (iv) install the Licensed Software other than at a single location. You agree to take all necessary steps to ensure that the provisions of this Agreement are not violated by You or any person under Your control or in Your service, and You shall not cause or permit any such person to modify, change, disassemble, reverse engineer, decompile or tamper with the Licensed Software. You further agree that HindSite and its third-party licensors claim and reserve all rights and benefits afforded under copyright law and all copyright, patent, trade secret, trademark and other intellectual and proprietary rights in the Licensed Software are and remain the property of HindSite and its third-party licensors. HindSite alone shall own all right, title and interest, including all related intellectual property rights, to any suggestions, ideas, feedback, recommendations, or other information/data provided by You relating to the Licensed Software provided hereunder (collectively, the “Submissions”), and You agree to assign such Submissions to HindSite free of charge. HindSite may use such Submissions as it deems appropriate in its sole discretion.
3. Confidentiality. HindSite’s “Confidential Information” shall include the Licensed Software, the Licensed Software documentation, as well as all other items related thereto, including, without limitation, programs, methods of processing, specific design and structure of individual programs and their interaction, and the unique programming techniques employed therein, and all enhancements, modifications, updates, and derivative works thereof. The Confidential Information shall be held in strict confidence by You, and shall not be disclosed or used in any fashion other than pursuant to the terms of this Agreement without HindSite's prior written consent. The Confidential Information shall remain the sole and exclusive property of HindSite and shall not be sold, revealed, used, disclosed, transmitted or otherwise communicated, directly or indirectly, by You except as expressly provided for in this Agreement. You agree to protect HindSite's Confidential Information with the same standard of care and procedures that You use to protect Your own trade secrets and confidential information of a similar nature, but in no event less than a reasonable degree of care.
4. Data Rights. You agree that data will be stored and collected as a result of using the Licensed Software and that this data may be collected by HindSite from time to time for the purpose of support, analysis and the development of industry and geographic benchmarks. You agree that HindSite has full rights to utilize, publish, sell and distribute this information in any form royalty free from You.
5. You agree that HindSite has the right to send informational data directly to Your computers and field devises running HindSite. This data may include, but is not limited to, HindSite program information, newsletters, HindSite advertising or advertisement sold by HindSite to third parties.
6. Reproduction; Other Restrictions. You shall not sell, transfer, assign, publish, disclose, display, or otherwise make available the Licensed Software or copies thereof to others. Portions of the Licensed Software are entitled to protection under copyright laws. You may not copy, allow anyone else to copy, or otherwise reproduce any part of the Licensed Software without the prior written consent of HindSite (except for two archival copies containing HindSite’s copyright notice). All copies made by You shall remain the exclusive property of HindSite. Except as expressly set forth herein, You may not modify the Licensed Software, or any portion thereof, or incorporate it, in whole or any part, in any other product, create derivative works based on the Licensed Software, or any portion thereof, and may not decompile, disassemble or reverse engineer the Licensed Software, or any component thereof except as permitted by law, and then only after having prior requested in writing from HindSite the interoperability information You are attempting to obtain.
7. Warranties. HindSite warrants that for a period of ninety (90) days after installation of the Licensed Software by You, the unaltered Licensed Software shall substantially conform to the specifications of HindSite. Due to the complex nature of computer software, HindSite does not warrant that the Licensed Software is completely error-free, will operate without interruption or is compatible with all equipment or software configurations. HindSite will have no obligation under this warranty if the alleged defect is due to (x) causes not within HindSite’s control, including accident, alteration, abuse, misuse or repair not performed by HindSite or (y) use of the Licensed Software other than in accordance with its published specifications. HindSite’s sole liability for breach of the foregoing warranty, and Your exclusive remedy shall be, at the option of HindSite, to either a) return any amount paid to HindSite by You for the non-conforming Licensed Software, or b) repair and replacement of the Licensed Software that does not meet the foregoing warranty when returned to HindSite. EXCEPT AS PROVIDED ABOVE, THE LICENSED SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. HINDSITE MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES AS TO THE QUALITY, UTILITY OR PERFORMANCE OF THE LICENSED SOFTWARE OR SERVICES PROVIDED PURSUANT TO THIS AGREEMENT, ALL OF WHICH ARE HEREBY EXPRESSLY EXCLUDED. You will have sole responsibility for the adequate protection and backup of Your data and/or equipment used with the Licensed Software.
8. Limitation of Liability. IN NO EVENT SHALL HINDSITE BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL CHANGES, EXPENSES OR DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE OR FOR ANY CLAIM BY ANY OTHER PARTY. In the event HindSite is found liable for damages under this Agreement, HindSite’s liability for all claims under this Agreement in the aggregate shall not exceed the total aggregate amounts paid to HindSite by You for the Licensed Software.
9. Payment. You shall be billed for the fees in the ordering document on a monthly basis with monthly recurring charges billed in advance and any applicable usage charges billed in arrears. Your first payment may include but not limited to all applicable shipping, handling, insurance charges any training or startup fees charged and the first and last month license fees. Payment being made by credit card will be charged a service fee of up to 5%. Payments made by ACH will not have a service fee added. Or any other form of payment acceptable to HindSite when received by HindSite and credited in U.S. currency. HindSite reserves the right to charge interest on past due amounts at the rate of 1.5% per month or the maximum amount permitted by applicable law, whichever is less. You shall also be responsible for any collection costs on past due amounts, including reasonable collection and attorney’s fees. HindSite may withhold shipments and cease providing any services until past-due payments are made. Prices do not include, and You shall be responsible for, all applicable taxes of any kind due in respect of the transactions contemplated by this Agreement, except taxes on HindSite's net income. All monthly prices are subject to change on thirty (30) day notice.
10. Termination. HindSite shall have the right to terminate this Agreement and the license granted herein:
(a) For any breach by You of any provision of this Agreement; or
(b) In the event You fail to make Your payments as set forth in paragraph 8 hereof.
(c) Upon Thirty (30) days’ notice without cause.
(d) If You seek protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable insolvency proceeding.
In the event of termination by reason of Your failure to comply with any part of this Agreement, or upon any act which shall give rise to HindSite’s right to terminate, HindSite shall have the immediate right to terminate this Agreement and all licenses granted herein and take immediate possession of the Licensed Software and all copies wherever located. You may terminate this Agreement at any time with full understanding that HindSite will not be required to refund any monies paid. Termination of this Agreement shall not relieve You of Your obligation to pay all fees incurred prior to such termination and shall not limit either party from pursuing any other remedies available to it. The following sections of this Agreement shall survive any termination of this Agreement: Sections 2 (Proprietary Rights), Section 3 (Confidentiality); Section 4 (Data Rights), Section 5, Section 6 (Reproduction; Other Restrictions); Section 8 (Limitation of Liability); Section 9 (Payment); Section 10 (Termination); and Section 11 (General).
11. General.
(a) This Agreement is to be construed in accordance with the law of the State of Minnesota, and Minnesota shall be deemed the sole locale where this Agreement was entered into. Both parties hereby consent to the exclusive jurisdiction of the state of Minnesota and to the exclusive venue of the state and federal courts located in the county of Ramsey.
(b) The Licensed Software may not be exported or re-exported without the appropriate United States or foreign government approvals and licenses and You agree to indemnify and hold HindSite harmless from and against claims, losses, costs, or liability due to Your breach of the foregoing.
(c) At HindSite’s written request, You consent to HindSite auditing Your use of the Licensed Software, as applicable, such audit to be conducted by HindSite or an independent auditor during Your standard business hours. If the audit reveals an underpayment of any license fees, You shall promptly pay to HindSite the deficit and the cost of conducting the audit.
(d) Because of the proprietary nature of the Licensed Software, HindSite's remedies at law for a breach by You of Your obligations hereunder will be inadequate and HindSite shall, in the event of such breach, be entitled to, in addition to any other remedy available to it, seek equitable relief, including injunctive relief, without the posting of any bond and in addition to all other remedies provided under this Agreement or available at law.
(e) This Agreement and all documents incorporated into it constitute the entire agreement between HindSite and You with respect to the subject matter, and supersede all other prior and contemporary agreements, understandings and commitments between HindSite and You with respect to the subject matter of this Agreement. This Agreement will not be assigned by You without the prior written consent of HindSite. This Agreement shall be binding upon the parties hereto and their permitted successors and assigns. The parties acknowledge that HindSite is Your independent contractor. In no event will HindSite or any of its employees be deemed Your joint venture party, partner, employee, or agent by virtue of this Agreement. This Agreement will not be modified or amended except by a written instrument executed by both parties. All waivers under this Agreement will be in writing in order to be effective. No waiver by a party of any breach of this Agreement or waiver of any other provision will be deemed a waiver of any other breach or provision, and no acceptance of payment or performance by a party after any breach by the other party will be deemed to be a waiver of any breach. No failure or delay by a party to exercise any right it may have by reason of the other party’s breach will operate as a waiver of default or as a modification of this Agreement or will prevent the exercise of any right of the non-defaulting party under this Agreement. HindSite shall not be liable in the event HindSite is delayed or prevented from fulfilling any of its obligations under this Agreement due to an act of God, act of civil or military authorities of a state or nation, fire, strike, flood, riot, war, delay to transportation, or any other cause beyond HindSite’s reasonable control and, in such an event, HindSite shall not be considered to be in default under this Agreement.
(f) Any notice required or permitted under this Agreement will be given in writing delivered personally or by certified or registered mail, postage prepaid, return receipt requested or by overnight courier, signature and delivery date required, to the addresses below:
To You:
The address provided by You to HindSite, or if no address is provided, the Your last known official address
To HindSite:
President
HindSite Software, LLC
55 East Fifth Street, Suite 550
Saint Paul, MN, 55101
Copyright © 2025 HindSite Software. All rights reserved.
