END USER LICENSE AGREEMENT
This End-User License Agreement (“Agreement”) is a legal contract between you, as either an
individual or an Entity (as defined below), and Sightlines, LLC and its affiliates (“Sightlines”),
governing your acquisition and use of our services
READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE
ACCESSING OR USING SIGHTLINES’ PROPRIETARY SOFTWARE, INCLUDING THE
SIGHTLINES MEMBER PORTAL, ACCOMPANIED BY THIS AGREEMENT (the
THE SOFTWARE IS COPYRIGHTED AND IT IS LICENSED TO YOU, SUBJECT TO AND IN
CONSIDERATION OF PAYMENT OF THE MEMBERSHIP FEES DUE, UNDER THIS
AGREEMENT, NOT SOLD TO YOU. BY ACCESSING OR USING THE SOFTWARE, YOU
ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND
IT, AND THAT YOU ACCEPT AND AGREE TO BE BOUND BY ITS TERMS. IF YOU ARE
ACCEPTING THIS AGREEMENT ON BEHALF OF A COMPANY, ORGANIZATION,
EDUCATIONAL INSTITUTION, OR AGENCY, INSTRUMENTALITY OR DEPARTMENT OF A
GOVERNMENT (AN “ENTITY”) AS ITS AUTHORIZED LEGAL REPRESENTATIVE, OR
OTHERWISE ACCESSING THIS SOFTWARE WITHIN THE SCOPE OF YOUR WORK FOR
AN ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE POWER AND
AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS, AND REFERENCES TO “YOU”
HEREIN REFER TO BOTH YOU, THE INDIVIDUAL END USER, AND THE ENTITY ON
WHOSE BEHALF YOU ARE ACCEPTING THIS AGREEMENT (“you” and “Entity” may be used
interchangeably in this Agreement and any reference to “you” shall include the “Entity” where
IF YOU DO NOT HAVE SUCH AUTHORITY, YOU ARE NOT WILLING TO BE BOUND BY THE
TERMS OF THIS AGREEMENT, OR YOU DO NOT ACCEPT THIS AGREEMENT, YOU
SHOULD CLICK THE “I DO NOT ACCEPT” OR SIMILAR BUTTON AND IMMEDIATELY
CEASE AND REFRAIN FROM ACCESSING OR USING THE SOFTWARE. THIS
AGREEMENT, ALONG WITH ANY ADDITIONAL TERMS OR POLICIES INCORPORATED
HEREIN BY REFERENCE, REPRESENTS THE ENTIRE AGREEMENT BETWEEN YOU AND
SIGHTLINES CONCERNING THE SOFTWARE, AND THIS AGREEMENT SUPERSEDES
AND REPLACES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING YOU
MAY HAVE HAD WITH SIGHTLINES RELATING TO THE SOFTWARE, WHETHER ORALLY
OR IN WRITING.
Sightlines grants you a personal, non-exclusive, non-transferable, non-sublicensable, limited
license to use and display this Software and the materials or documentation provided herewith
solely in connection with your, or the Entity’s, internal business processes and management
activities, provided that you comply fully with this Agreement.
You shall not: (i) make the Software or Client Data available to anyone other than authorized users;
(ii) sell, resell, rent or lease the Software; (iii) use the Software to transmit infringing, libelous, or
otherwise unlawful or tortious material, or to store or transmit material in violation of third-party
privacy rights; (iv) use the Software to store or transmit malicious code; (v) interfere with or disrupt
the integrity or performance of the Software or third-party data contained therein; (vi) attempt to gain
unauthorized access to the Software or related systems or networks or to third-party data; or (vii)
access or use the Software for the purposes of monitoring availability, performance or functionality,
or for any other benchmarking or competitive purposes.
The Software includes facilities data (“Client Data”) collected and compiled for Sightlines members.
You agree that your access and use of the Client Data made available through the Software shall
be solely for work related to the Sightlines member for whom you are providing services, and whose
Client Data you have accessed through the Software.
The license granted herein includes the right to download and temporarily store insubstantial
portions of the Client Data (“Downloaded Data”) in a spreadsheet for your employment related use
on a single storage device under your exclusive control solely (i) to display internally such Client
Data and (ii) to include and distribute the Client Data solely for the limited purpose set forth above.
You may not merge the Client Data available through this Software with any software program or
extract such Client Data other than into a spreadsheet for your employment related use on a single
computer. You may not use, copy, download, store, publish, modify, translate, transmit, transfer, sell
or prepare derivative works of the Client Data, or any portion of the Client Data, in any form or by
any means, except (i) as expressly permitted by this Agreement, or (ii) with Sightlines’ or the
applicable Sightlines’ member’s express written permission. Downloaded Data shall not be stored
or used in an archival database or other searchable database except as expressly permitted by this
Agreement. You shall not sell, license or distribute Client Data (including printouts and Downloaded
Data) to third parties, except as expressly permitted by this Agreement, or use the Client Data as a
component of or as a basis for any material or product offered for sale, license or distribution.
You shall not and shall not permit any Entity or individual to (i) reverse engineer, decompile,
disassemble, or otherwise attempt to reduce the object code to or discover the source code of the
Software; (ii) modify, port, adapt or translate or create derivative works from or based on the
Software; (iii) copy, frame or mirror any part or content of the Software; (iv) remove or alter any logos,
trademarks, notices or other markings placed on the Software; or (v) exceed in any way the scope
of use permitted under this Agreement.
Except for the license granted in this Agreement, all rights, title and interest in the Software, in all
formats and media throughout the world, including all copyrights, are and will continue to be the
exclusive property of Sightlines. All rights, title and interest in the Client Data, in all formats and
media through the work, including all copyrights, are and will continue to be the exclusive property
of the Sightlines member whose Client Data you have accessed through the Software.
You represent, warrant and covenant to Sightlines that you and your employees and independent
contractors who access the Client Data are not employees or independent contractors of
competitors of Sightlines or The Gordian Group, Inc. You also represent, warrant and covenant to
Sightlines that you have entered into this Agreement under your true name and are not, directly or
indirectly, impersonating any real or fictitious person or entity or otherwise acting to withhold your
2. Use of the Software
The Entity shall (i) be responsible for its User’s compliance with this Agreement; (ii) be responsible
for ensuring the security and confidentiality of all passwords used in connection with the Software;
use commercially reasonable efforts to prevent unauthorized access to or use of the Software, and
notify Sightlines promptly of any unauthorized access or use; (iv) be solely responsible for the
accuracy, quality, integrity and legality of Client Data provided to Sightlines and made accessible
through the Software; and (v) use the Software only in accordance with its documentation and
applicable laws and government regulations.
3. Your Password
As part of the registration process, you will select a password. This password is for your individual
use only. You are responsible for maintaining the confidentiality of any password you use to access
the Software, and agree that Sightlines will have no obligation with regards thereto.
You agree to promptly update your password in the event of any known or suspected unauthorized
use of your subscription, or any known or suspected breach of security, including loss, theft, or
unauthorized disclosure of your password or credit card information. In the event of a breach of
security, you will remain liable for any unauthorized use of your subscription.
Sightlines, which is incorporated by reference into this Agreement and available by clicking the link
provided herein. (http://www.gordian.com/privacy)
You agree to provide Sightlines with your basic contact information including your name, company
name, address, email address, telephone number, and other information requested by Sightlines.
You authorize Sightlines to contact you by mail, email, landline and mobile phone. These
communications may include information about Sightlines’, or its affiliates’, services and features of
the Software, notices about applicable fees and charges, transactional information and other
information concerning or related to the Software.
5. Proprietary Rights
The Sightlines member whose Client Data is integrated with and accessed through the Software owns
exclusively all right, title and interest in and to its Client Data. You, or the Entity where applicable, grants
Sightlines a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to
aggregate and use any Client Data submitted to the Software, to analyze and report on such data and
to use such data for commercial purposes. Notwithstanding the foregoing, Sightlines shall not use or
reveal information that any Sightlines member identifies as confidential provided such information is
not already publicly available, and such Client Data may be used to identify such member by name.
All materials on the Software, including, without limitation, text, images, software, audio and video
clips, databases, work product, and Fee-Based Services (collectively, the “Content”) are owned or
controlled by Sightlines, which retains all right, title, and interest in and to such Content. The
Software and the Content contain valuable and proprietary information of Sightlines and others and
are protected by the copyright and trademark laws of the United States and other countries,
international conventions, and other applicable laws.
You agree not to use any trademarks, service marks, names, logos, or other identifiers of Sightlines
or The Gordian Group, or their employees, licensors, independent contractors, and affiliates
without prior written permission from Sightlines or The Gordian Group. In addition, you may not use
trademarks, service marks, names, logos, or other identifiers:
a. In, as, or as part of, your trademarks or those of any third parties;
b. To identify products or services that are not those of Sightlines;
c. In a manner likely to cause confusion; or
d. in a manner that implies that Sightlines sponsors or endorses or is otherwise connected with
your own activities, products and services or those of third parties.
Sightlines may make available to users of this Software, e-mail notices, newsletters, chat rooms,
message boards, bulletin board services or other interactive facilities by means of this
Software (collectively, the “Forums”). Sightlines cannot review all communications made on or
through the Software. Sightlines reserves the right, but has no obligation, to monitor the Forums
and to edit, modify or delete any material which Sightlines in its sole discretion determines to violate
this Agreement or to be in any other way offensive or contrary to any Sightlines policy.
7. Links to Other Sites
This Software may contain links and pointers to other sites on the Internet which may be maintained
by third parties. Such links do not include an endorsement by Sightlines or its affiliates of any thirdparty
site or any material contained therein. Sightlines and its affiliates do not control, and are not
information, content, products or services accessible from such third-party sites.
8. Financial Responsibility
Your subscription and the rights and privileges provided hereunder are personal and nontransferable.
You agree not to assign, transfer, or sublicense your rights as a subscriber to the
Software, regardless of how you obtained access to the Software.
You hereby agree to indemnify, defend and hold harmless Sightlines and its affiliates from and
against any and all liability and cost incurred by Sightlines or the affiliates in connection with any
third party claim arising out of any breach of any of your obligations set forth herein. Sightlines
reserves the right, at its own expense, to assume the exclusive defense and control of any matter
otherwise subject to indemnification by you and you shall cooperate as fully as reasonably required
in the defense of any such claim. You shall not in any event settle any claim without the prior written
consent of Sightlines.
10. Disclaimer of Warranty
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SOFTWARE (INCLUDING
ALL CONTENT, SOFTWARE, FUNCTIONS, FEE-BASED SERVICES, DATA, MATERIALS AND
INFORMATION MADE AVAILABLE THEREON OR ACCESSED BY MEANS THEREOF) ARE
PROVIDED AS-IS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLLIED,
INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE, TITLE, COMPATABILITY, SECURITY, ACCURACY,
OR NON-INFRINGEMENT. To the fullest extent permissible by law, Sightlines and its affiliates shall
not be liable for your use of or inability to use the Software under any circumstances, including, but
not limited to, by reason of the negligence by Sightlines or its affiliates. Sightlines does not warrant
that the functions contained in the Software will be uninterrupted or error-free, that defects will be
corrected, that the Software will meet any particular criteria of performance or quality, or that the
Software, including Forums or the server(s) on which the Software is operated, are free of viruses
or other harmful components.
11. Limitation of Liability
USE OF THE SOFTWARE IS AT YOUR OWN RISK. YOU ASSUME FULL RESPONSIBILITY AND
RISK OF LOSS RESULTING FROM YOUR DOWNLOADING AND/OR USE OF FILES,
INFORMATION, COMMUNICATIONS, CONTENT, OR OTHER MATERIAL ACCESSED
THROUGH OR OBTAINED BY MEANS OF THE SOFTWARE. UNDER NO CIRCUMSTANCES
SHALL SIGHTLINES OR ITS AFFILIATES, OR ANY PROVIDER OF THE
TELECOMMUNICATIONS OR NETWORK SERVICES FOR SIGHTLINES OR ITS AFFILIATES,
BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES
DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE, THE
SOFTWARE, EVEN IF SIGHTLINES, ITS AFFILIATES, OR THEIR PROVIDERS OF
TELECOMMUNICATIONS OR NETWORK SERVICES HAVE BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. THE TOTAL LIABILITY OF SIGHTLINES AND ITS
AFFILIATES HEREUNDER IS LIMITED TO THE AMOUNT, IF ANY, ACTUALLY PAID BY YOU
FOR ACCESS AND USE OF THE SOFTWARE DURING THE TWELVE MONTH PERIOD
IMMEDIATELY PRECEDING YOUR NOTICE OF CLAIM. YOU HEREBY RELEASE SIGHTLINES
AND ITS AFFILIATES FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS IN
EXCESS OF THIS LIMITATION. SOME STATES DO NOT ALLOW THE EXCLUSION OR
LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION
OR EXCLUSION MAY NOT APPLY TO YOU.
Sightlines reserves the right to restrict, suspend or terminate your access to the Software in whole
or in part, without notice, with respect to any breach or threatened breach by you of any portion of
this Agreement, such termination to be without prejudice to the right of Sightlines to pursue any and
all other remedies available to it in equity or at law. If Sightlines terminates this Agreement based on
a breach of any portion of this Agreement, Sightlines will not refund any amounts paid or cancel any
amounts then payable by you and reserves the right to refuse to provide a subscription to you in the
a. To this Agreement.
Sightlines has the right to modify this Agreement. Any modification is effective immediately upon
posting to the website used to access the Software, or distribution via electronic mail or conventional
mail. Your continued use of the Software following posting or other notice of any modification to this
Agreement shall be conclusively deemed an acceptance of all such modification(s). Your only right
with respect to any dissatisfaction with any modifications made pursuant to this provision, or any
policies or practices of Sightlines in providing the Software, including, without limitation, any change
in the Content, is to cancel your subscription in accordance with the subscription help instructions
or to terminate your free trial use of the Software.
Sightlines has the right to modify, suspend or discontinue the Software or any portion thereof, at
any time, including the availability of any area of the Software. Sightlines may also impose limits on
certain features and services or restrict your access to part or all of the Software without notice or
This Agreement, and any applicable master services agreement, purchase order or other purchasing
document executed between you and Sightlines, pursuant to which you are provided access to the
Software, constitutes the entire agreement between you and Sightlines with respect to the Software
and Data. Failure by Sightlines to enforce any provision of this Agreement shall not be construed
as a waiver of any provision or right.
Interpretation and enforcement of this Agreement shall be governed by the laws of the State of
Connecticut. In the event that any portion of this Agreement is held unenforceable, the
unenforceable portion shall be reformed to reflect as nearly as possible the original intentions of the
parties, and the remainder of the Agreement shall remain in full force and effect.