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GAINSIGHT CONTENT LICENSE AGREEMENT

This Gainsight Content License Agreement (“Agreement”) is made by and between Gainsight, Inc. a Delaware corporation with its principal place of business at 655 Montgomery Street, San Francisco, California 94111 U.S.A.  (“Gainsight”) and the individual or entity (“Licensee”) accessing or using the Gainsight Content and other content  located on the Gainsight web site, including without limitation at https://education.gainsight.com and https://support.gainsight.com   (“Gainsight Content”). By accessing, using or downloading Gainsight Content, Licensee is agreeing to the terms of this Agreement.

1.              Grant of License.  Gainsight hereby grants to Licensee, a limited, revocable, non-exclusive, non-transferable, royalty-free license to use the Gainsight Content solely for internal purposes in connection with Licensee’s training of its employees on the Gainsight products and services purchased by Licensee from Gainsight (“Gainsight Services”) subject to the terms and conditions in this Agreement (“Purpose”). 

2.              Ownership.

(a)            Licensee expressly acknowledges Gainsight’s sole ownership of the copyright, intellectual property and other rights including derivative rights, in and to the Gainsight Content. Licensee shall not take any action that might impair Gainsight’s rights in the Gainsight Content and shall not make any claim or take any action adverse to Gainsight’s ownership of the Gainsight Content.

(b)            Licensee expressly agrees that Licensee does not now have and shall not acquire any right, title or interest in or to the Gainsight Content, including any enhancements of the Gainsight Content, other than the limited license to use the Gainsight Content for the Purpose in accordance with the terms and conditions of this Agreement.  Licensee acknowledges that all uses of the Gainsight Content inure to the benefit of Gainsight. 

3.              Use of the Gainsight Content.  

(a)           Licensee agrees to use the Gainsight Content only in the form and manner provided by Gainsight and shall make no changes, edits, revisions or other adulterations to the Gainsight Content or proprietary marks therein.  The Gainsight Content may be used solely for the Purpose. 

(b)        GAINSIGHT CONTENT IS PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. GAINSIGHT DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO THE GAINSIGHT CONTENT, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

4.              Termination.

(a)            Unless terminated earlier as set forth herein, this Agreement shall automatically terminate on the termination date of Gainsight Services. Gainsight may terminate this Agreement upon 30 days’ prior written notice via its website or otherwise; provided, however, Gainsight may terminate this Agreement with immediate effect in the event Licensee engages in adulteration or dilution of the Gainsight Content, exceeds the Purpose, or other conduct detrimental to Gainsight’s interest in the Gainsight Content.

(b)            In the event of that the rights granted to Licensee under this Agreement are terminated, Licensee shall have 5 business days after the date of termination, to remove the Gainsight Content from its LMS and any other repositories and return the Gainsight Content to Gainsight.

5.            Feedback.  From time to time, Licensee may provide Gainsight with suggestions, comments, feedback, ideas or know-how, in any form regarding the Gainsight Services or Gainsight Content (“Feedback”).  Licensee hereby grants Gainsight non-exclusive, worldwide, perpetual, irrevocable license, with rights to sublicense, to make, use, modify, distribute and otherwise commercialize the Feedback.

6.            Publicity.  Neither party shall make any press release or other public announcement concerning this Agreement without the prior written approval of the other party.

7.            Governing Law.  This Agreement shall be governed by the laws of the State of California, without reference to conflict of laws provisions.  Jurisdiction for litigation of any dispute, controversy or claim arising out of or in connection with this Agreement shall be in a United States Federal or State Court located in San Francisco, California, and the parties hereby consent to the jurisdiction and venue of such courts.  In any action between the parties to enforce any of the terms of this Agreement, the prevailing party shall be entitled to recover reasonable expenses, including reasonable attorney’s fees. Licensee shall comply with all applicable laws and regulations in performing its obligations under this Agreement.

8.            Limitation of Liability.  IN NO EVENT SHALL GAINSIGHT’S AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS OR DAMAGES UNDER THIS AGREEMENT EXCEED $100.00.

9.            Force Majeure.  Neither party shall be liable for any loss or damage resulting from any delay or failure to perform all or any part of its obligations under this Agreement to the extent such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the reasonable control of the responsible party, including without limitation, telecommunications or power outages, strikes, riots, acts of war or terrorism, floods, earthquakes, fires or other acts of nature.

10.         Miscellaneous.    

(a)             No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same or other provisions of this Agreement. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, then the remaining provisions of this Agreement shall nevertheless be given full force and effect and be interpreted as broadly as possible to give full effect to the intentions of the parties in entering into this Agreement. 

(b)             Neither party may assign this Agreement or otherwise transfer any of its rights and obligations under this Agreement.
(c)             This Agreement constitutes the entire agreement between the parties with respect to this subject matter and supersedes all previous proposals, writings, arrangements and communications regarding the use by Licensee of the Gainsight Content.  This Agreement may not be modified or amended except in writing signed by the parties.