1. OVERVIEW. 3Q offers the “Tag Detective” browser extension (“Extension”), that you may download onto your web browser (currently, we only support Google Chrome), permitting you to gain thorough, easily navigable insights into the events being passed to Bing, DoubleClick Floodlight, Facebook, Google Ads and Google Analytics from any website you visit. Tag Detective also stores information across your browsing session, allowing you to go back and look at the analytics events that took place on any page you visited.
2. LICENSED USES AND RESTRICTIONS. Subject to your compliance with the terms and conditions of this Agreement, 3Q grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Extension on a website solely for your internal business purposes. You may not modify, adapt, alter, translate, disassemble, reverse engineer, or create derivative works of the Extension, or otherwise use, copy or distribute the Extension for any other purpose except as expressly authorized herein. Further, you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Extension.
3.1. Ownership. As between you and 3Q, 3Q owns all right, title and interest in and to the Extension and all intellectual property rights related thereto. Except for the license granted in Section 2, this Agreement grants you no right, title, or interest in any intellectual property owned or licensed by us, including the Extension. You agree to abide by all applicable proprietary rights laws and other laws, as well as any additional copyright notices and restrictions contained in this Agreement.
3.2 Modifications. We may release subsequent versions of the Extension and require you to download and use the most recent version. Your continued use of the Extension on any website after such a release will be deemed your acceptance of the modifications.
4. TERM AND TERMINATION
4.1 Term. You agree that this Agreement will be deemed to be in effect upon the date on which you accept this Agreement, in accordance with the preamble.
4.2 Suspension and Termination. We may change, suspend, or discontinue the availability or any functionality of the Extension, or any aspect of your access to the Extension, at any time without notice to you and without incurring any liability to you. We may also impose limits on certain features and services or restrict your access to part or all of the Extension without notice to you and without incurring any liability to you. Furthermore, 3Q may limit, suspend, or terminate your use of the Extension (and your rights under this Agreement) at any time. In addition, this Agreement will terminate automatically and without notice immediately upon any breach of the terms of this Agreement by you.
4.3 Your Termination. You may terminate this Agreement for any reason or no reason at all, at your convenience, by ceasing your use of the Extension.
4.4 Effect on Termination. Upon termination of this Agreement, all rights and licenses granted will terminate immediately. Neither party will be liable to the other party for damages of any sort resulting solely from the termination of this Agreement.
4.5 Survival. Sections 3.1 (Ownership), 4.5 (Survival), and 6 (Disclaimer and Liability) through 7 (General) will survive any termination of this Agreement.
6. DISCLAIMER AND LIABILITY
6.1 No Warranty. THE EXTENSION IS FURNISHED TO YOU ON AN “AS IS” BASIS WITHOUT ANY WARRANTY. 3Q HEREBY DISCLAIMS ALL WARRANTIES IN CONNECTION WITH THE EXTENSION, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE AND NONINFRINGEMENT. 3Q FURTHER DISCLAIMS ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AVAILABILITY AND PERFORMANCE OF THE EXTENSION. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE EXTENSION IS AT YOUR OWN RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO ANY COMPUTER SYSTEM OR ANY LOSS OF DATA THAT RESULTS FROM THE USE OF THE EXTENSION.
6.2 Limitation of Liability. THE EXTENSION IS BEING PROVIDED FREE OF CHARGE. ACCORDINGLY, YOU AGREE THAT 3Q SHALL HAVE NO LIABILITY ARISING FROM OR BASED ON YOUR USE OF THE EXTENSION. THIS LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY AND PUNITIVE DAMAGES, WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF 3Q HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
7.1 Entire Agreement; Amendment. This Agreement constitutes the entire agreement between you and 3Q and governs your use of the Widget. If, through accessing or using the Widget, you utilize or obtain any product or service from a third party, you may additionally be subject to such third party’s terms and conditions applicable thereto, and this Agreement will not affect your legal relationship with such third party.
7.2 Relationship of Parties. The parties hereto are independent contractors. Nothing in this Agreement will be deemed to create an agency, employment, partnership, fiduciary, or joint venture relationship between the parties. Neither party is the representative of the other party for any purpose and neither party has the power or authority as agent, employee, or in any other capacity to represent, act for, bind, or otherwise create or assume any obligation on behalf of the other Party for any purpose whatsoever.
7.3 Governing Law. This Agreement will be governed in accordance with the laws of the State of Illinois without reference to its conflicts of law principles. The Parties agree that the exclusive jurisdiction of any actions arising out of this Agreement will be in the state or federal courts, as applicable, located in Chicago, Illinois.
7.4 Severability. If any term or provision of this Agreement is determined to be illegal, unenforceable, or invalid in whole or in part for any reason, such term or provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
7.5 Assignment. You may not assign this Agreement, or any part thereof, without the prior written consent of 3Q. Any assignment in violation of the foregoing is null and void. This Agreement inures to the benefit of and is binding upon the Parties hereto and their successors and assigns.
7.6 Waiver. Failure to enforce or a waiver by either Party of one default or breach of the other Party will not be considered to be a waiver of any subsequent default or breach.
7.7 Notices. Where we require that you provide an e-mail address, you are responsible for providing 3Q with your most current e-mail address. In the event that the last e-mail address you provided to 3Q is not valid, or for any reason is not capable of delivering to you any notices required/permitted by the Agreement, 3Q’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to 3Q at the following address: 3Q Digital, 25 E Washington Street, Suite 420, Chicago, Illinois 60602. Such notice shall be deemed given when received by 3Q by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
7.8 Force Majeure. Neither party will be liable to the other for failure to fulfill obligations hereunder if such failure is due to causes beyond its control, including acts of God, earthquake, fire, flood, embargo, catastrophe, sabotage, utility or transmission failures, governmental prohibitions or regulations, national emergencies, insurrections, riots or war.
7.9 Government End Users. The Extension is “commercial computer software” and any associated documentation is “commercial computer software documentation,” pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, modification, reproduction, release, performance, display, or disclosure of the Widget or such documentation by the United States Government will be governed solely by the terms of this Agreement.
7.10 Remedies. All rights and remedies of the parties, under this Agreement, in law or at equity, are cumulative and may be exercised concurrently or separately. The exercise of one remedy will not be an election of that remedy to the exclusion of other remedies. A party’s breach or threatened breach of any of its covenants or agreements in this Agreement may cause irreparable injury that is inadequately compensable in monetary damages.