Updated: January 1, 2025
1. THE SERVICES
1.1 These Terms of Service (“ToS”) govern access to and use of the Watermark Insights, LLC website, Watermark affiliates websites, and all related software, products and/or subscription services (collectively, the “Service”). These ToS apply to all end users of the Service (hereinafter, “you”). You may use the Service only in compliance with these ToS, any agreement entered into by your institution relating to the Service to the extent such terms do not conflict with these ToS, and all applicable local, state, national, and international laws, rules and regulations.
1.2 If your institution (“Organization”) has entered into an Organization Subscription Agreement (“OSA”) with Watermark relating to the Service, Watermark agrees that Organization and its employees shall be bound by the terms and conditions of the OSA and therefore Watermark waives compliance by Organization and its employees with any conflicting provisions herein. Nothing in these ToS supersedes or limits your rights under the terms and conditions of any written agreement you have entered into with Watermark regarding the use of Services, and in the event of any conflict between these ToS and the terms and conditions of an applicable written agreement you have entered into with Watermark, the terms and conditions of the written agreement shall control. Subject to the foregoing, these ToS constitute a binding contract between you and Watermark, which establishes your and Watermark’s rights, obligations, and liabilities regarding your use of the Service.
1.3 Subject to and conditioned on payment of fees for the Service and compliance with these ToS and all other terms and conditions of the OSA, if applicable, Watermark grants to you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service subject to any further limitations and restrictions established by the Organization for its end users. Your rights to access the Service cease when the Organization stops payment or terminates the Organization’s agreement with Watermark.
1.4 Subject to any applicable OSA, Watermark may modify these ToS at any time. Changes will become effective when Watermark posts these modified ToS on the Website. Continued use of the Service by you constitutes acceptance of these ToS as modified.
2. END USER RESTRICTIONS AND RESPONSIBILITIES
2.1 You are responsible for your use of the Services, including for:
2.1.1 Ensuring that any information you have provided to Watermark in order to register or use the Service as an end user, and any data or other materials that you post or upload, either directly or indirectly through the Organization, to the Service (“Materials”), is and remains complete, accurate and current;
2.1.2 Any use of the Service using your access codes, username and/or password, whether the use is by you personally or by someone else;
2.1.3 Maintaining the security of your access to the Service and the confidentiality of any access codes, username and password provided to you. In the event that you become aware of or believe there has been any breach with respect to the foregoing, such as the theft or unauthorized use of your access codes, username or password, you agree to notify Watermark immediately;
2.1.4 Complying with these ToS, as modified from time to time by Watermark, and with any other rules and regulations of which Watermark or the Organization gives you notice; and
2.1.5 Obtaining and using all computer hardware and software required for your access to and use of the Service and for any charges incurred for your own access to the Website through an Internet access provider or other third-party website.
2.2 You shall not, directly or indirectly: (a) attempt to gain access to Watermark’s software code for any purpose, including without limitation, to modify, disassemble, de-compile, reverse engineer, or otherwise attempt to determine the source code or protocols from the object code of the Service or knowingly permit or encourage any third party to do so; (b) use the Service in any manner to provide service bureau, time-sharing or other computer services to third parties; (c) use the Service in any manner to assist or take part in the development, marketing, or sale of a product potentially competitive with the Service; (d) remove or modify any proprietary marking or restrictive legends placed on the Service; or (e) use the Service, or allow the transfer, transmission, export, or re-export of the Service or portion thereof in violation of any applicable law, including, without limitation, export control laws or regulations administered by a government agency of competent jurisdiction. You shall provide such information as Watermark may reasonably request, in order to carry out the Service, in a timely manner, and ensure that it is complete and accurate in all respects. If Watermark’s performance of its obligations under these ToS is prevented or delayed by your act or omission, Watermark shall not be deemed in breach of its obligations.
2.3 The license granted herein is nonexclusive, personal to you, and nontransferable. Any access codes, username and password are intended for your use alone. Such access codes, username and password may not be shared. If you are under the age of 18, you represent that you have obtained your parent’s or legal guardian’s consent to register for or use the Service. Users under the age of 13 are strictly prohibited from using the Service, unless they have received written permission from their parent, legal guardian or a teacher, and have forwarded such written permission to Organization, with a copy to Watermark at the below address:
Watermark Legal Department
10900-B Stonelake Boulevard, Suite 350
Austin, TX 78759
Attn: Legal Department
3. SERVICE AVAILABILITY
3.1 Watermark shall endeavor to ensure that the Service is available, except for scheduled downtime for maintenance or in the event of a force majeure event (as defined herein). In the event of unexpected downtime, Watermark’s sole obligation will be to use commercially reasonable efforts to resolve the issue as soon as reasonably practicable under the circumstances. Notwithstanding anything to the contrary in these ToS, Watermark may temporarily suspend your access to any portion or all of the Service if: (i) Watermark reasonably determines that (A) there is a threat or attack on any of Watermark’s IP; (B) your use of Watermark’s IP disrupts or poses a security risk to Watermark’s IP or to any other customer or vendor of Watermark; (C) you are using Watermark’s IP for fraudulent or illegal activities; (D) Watermark determines in its discretion that you cease to be an authorized end user of Organization entitled to access and use the Service (if applicable); or (E) Watermark’s provision of the Service to Organization or you is enjoined or otherwise prohibited by applicable law, or threatened to be enjoined or prohibited; or (F) the Organization ceases paying its subscription fees or otherwise terminates its relationship with Watermark; or (ii) any vendor of Watermark has suspended or terminated Watermark’s access to or use of any third-party or products required to enable you to access the Service; (any such suspension described in subclause (i), or (ii), a “Service Suspension”). Watermark will not be liable to you if Watermark exercises its suspension rights as permitted by this Section.
3.2 Watermark may change or discontinue any portion, feature or content of the Service at any time with or without notice to you. Likewise, Watermark may at any time, with or without notice to you, restrict the use and accessibility to the Service as well as limit the duration and amount of use made of the Service.
3.3 Watermark accounts and the features and services that make up Watermark’s tools are limited in terms of the bandwidth for network traffic and disk utilization for storage allocated to them. Widely exceeding reasonable bandwidth or capacity based on end user normal usage patterns is prohibited. If there is excess usage on your account, Watermark reserves the right to temporarily disable access to your account. Repeated violations may result in termination of your account.
4. OWNERSHIP OF MATERIALS AND TECHNOLOGY COMPRISING THE SERVICE
4.1 WATERMARK DOES NOT OBTAIN ANY INTELLECTUAL PROPERTY RIGHTS YOU MAY HOLD IN YOUR MATERIALS, OTHER THAN THE LIMITED LICENSE GRANTED TO WATERMARK TO USE MATERIALS TO PROVIDE THE SERVICE, AS PROVIDED IN THESE ToS AND ANY APPLICABLE OSA.
4.2 Watermark retains ownership of the Service, including its technological components, and developments and derivatives thereof including all intellectual property rights contained therein.
4.3 Watermark may delete any inappropriate Materials posted or uploaded on the Service and reserves the right (but not the obligation) to take any action which Watermark deems appropriate in its sole discretion with respect to any such Materials. By way of illustration, and not limitation, inappropriate Material includes material that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, or racially, ethnically or otherwise objectionable.
4.4 In the event that you are in possession of any information concerning the violation of privacy rights or infringement of the intellectual property rights of any third party by the presence of any Materials on the Service, notify Watermark at legal@watermarkinsights.com.
4.5 Watermark may monitor your use of the Service and collect and compile Aggregated Statistics. As between Watermark and you, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Watermark. You acknowledge that Watermark may compile Aggregated Statistics based on your data input into the Services. You agree that Watermark may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify you or your personal information. “Aggregated Statistics” means data and information related to Organization’s and end user’s use of the Service that is used by Watermark in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Service. Subject to the provisions of these ToS, your Materials will be treated in accordance with the Privacy Policy (as defined herein).
5. PRIVACY
Any information concerning your use of the Service will be treated in accordance with the Privacy Policy of Watermark, which is available on the Website (the “Privacy Policy”). By registering with Watermark or using the Service, you agree that you are acquainted with the terms and conditions of the Privacy Policy, and accept them in their entirety. You acknowledge that Watermark may use such mechanisms to monitor your use of the Service as set out in the Privacy Policy, and may share such data with third parties, also in accordance with the Privacy Policy and any applicable OSA. All references to the “ToS” in this agreement shall include a reference to the Privacy Policy.
6. TERMINATION OF ACCESS
6.1 Watermark may suspend or terminate your accounts or cease providing you with the Service without notice at any time for any reason, including, but not limited to, immediately upon the expiration or termination of any applicable OSA governing the relationship between the Organization and Watermark. For example, Watermark may suspend or terminate your use of the Service if you violate these ToS, or engage in conduct that Watermark believes is harmful to Watermark or other end users. In event of Service termination: (a) all licenses granted hereunder to you shall immediately terminate, and (b) you shall immediately cease using the Service.
6.2 You may stop using the Service at any time; however, acknowledge that stopping the Service does not entitle you or the Organization to a refund of prepaid subscription fees or forgiveness on your financial commitment throughout the agreed upon subscription term.
7. DISCLAIMER OF WARRANTIES
7.1 Disclaimer. Except as expressly provided in these ToS: (a) use of the Service is at your sole risk; and (b) Watermark makes no express or implied warranty that the Service will be uninterrupted or error free, nor does it make any warranty as to the results that may be obtained from use of the Service, or as to the accuracy, reliability, completeness, or content of any information or Materials, software or merchandise that may be provided through the Service. No statement, information or advice, including, but not limited to statements regarding capacity, suitability for use or performance, whether made by a Watermark employee, reseller or other representative or otherwise, which is not contained in this agreement shall be deemed to be a warranty by Watermark for any purpose or give rise to any liability of Watermark whatsoever, and you agree that you will not rely on any such statement, information or advice.
7.2 No Editorial Control. You acknowledge that Watermark exercises no editorial control over Material posted by you or other end users of the Service. The views and opinions expressed in such information do not necessarily reflect those of Watermark. Watermark does not make any warranties or representations regarding the accuracy, adequacy, truthfulness, completeness, or usefulness of such information.
7.3 Third Party Websites. Any links provided from the Service are to websites not under control of Watermark, and Watermark in no way endorses or shall have any liability arising from such sites or the products or services offered therein. Watermark does not endorse any such linked websites.
7.4 DISCLAIMER OF WARRANTIES. EXCEPT AS OTHERWISE PROVIDED HEREIN, THE SERVICE, SUPPORT, TRAINING AND ALL INFORMATION, MATERIALS AND SOFTWARE ACCESSIBLE THROUGH THE SERVICE ARE PROVIDED ON AN “AS-IS,” “AS-AVAILABLE” BASIS. THERE IS NO EXPRESS OR IMPLIED WARRANTY MADE AGAINST INTERFERENCE WITH THE ENJOYMENT OF ACCESS TO THE SERVICE OR THE INFORMATION CONTAINED THEREIN. WATERMARK HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, USAGE, FITNESS FOR ANY PARTICULAR PURPOSE OR NON-INFRINGEMENT.
8. LIMITATION OF LIABILITY
8.1 UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL WATERMARK BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES THAT ARISE FROM LOSS OF ANTICIPATED REVENUE, LOSS OF INFORMATION OR MATERIAL OF ANY KIND, LOST PROFITS, LOSS OF BUSINESS AND INJURY TO PROPERTY, EVEN IF WATERMARK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) THAT ARISE IN CONNECTION WITH OR RESULT FROM YOUR USE OF OR INABILITY TO USE THE SERVICE INCLUDING, BUT NOT LIMITED TO, RELIANCE ON ANY MATERIALS, CONTENT, INFORMATION, WEBSITES, SOFTWARE OR PRODUCTS OBTAINED ON THE WEBSITE, OR MISTAKES, OMISSIONS, INTERRUPTIONS, COMMUNICATIONS FAILURE, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, TROJAN HORSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, OR THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO RECORDS, PROGRAMS OR WEBSITES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, AND IN SUCH STATES WATERMARK’S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. If, notwithstanding the foregoing, Watermark is held liable for damages, then regardless of the form of action (whether in contract, tort, breach of warranty or otherwise), in no event shall the maximum liability of Watermark or its affiliates, directors, officers, shareholders, employees, agents or third party providers exceed the aggregate dollar amount paid by you in the twelve (12) month period preceding the date of the claimed injury or damage.
9. INDEMNIFICATION BY YOU
9.1 To the extent permitted by applicable law, you shall, at your sole cost and expense, indemnify, defend and hold harmless Watermark and its affiliates and their respective employees, officers, directors, shareholders, agents, insurers or third party providers from and against all actual or threatened claims by third parties and pay all costs, including reasonable attorneys’ fees, and damages resulting from such claims arising out of: (a) your use of the Service, (b) any breach of these ToS by you, (c) violation of any law or regulation by you, or (d) the infringement, misappropriation or violation by you of any patent, copyright, trademark, trade secret or other proprietary or privacy right of a third party.
10. COMPLIANCE WITH UNITED STATES EXPORT REQUIREMENTS
10.1 This agreement and your use of the Service are subject to any laws, regulations, orders or other restrictions on export from the United States of America of certain materials and technical data which may be imposed from time to time by the U.S. Government. Therefore, you will not transfer, directly or indirectly, by electronic means or otherwise, any Materials or information contained therein, or any direct products thereof, to any country, or to any agent, representative, or foreign national of any country, for which the U.S. Government or any agency thereof requires an export license or other governmental approval at the time of export without first obtaining such license or approval.
11. NOTICES
11.1 Watermark may give notice to you by electronic mail, by a posting on the Service, or by conventional mail. Notice by Watermark shall be effective on the date that Watermark makes a good faith effort to reach you. You shall give notice to Watermark as stated below. Notice by you shall be effective on the date that Watermark receives the notice.
Via email: legal@watermarkinsights.com
Via U.S. mail: 10900-B Stonelake Boulevard, Suite 350 Austin, TX 78759 Attn: Legal Dept