This Terms of Service ("Agreement") constitutes a binding contract between you ("you", “your”, or "Customer") and Semantics3, Inc. ("Semantics3,” “Company,” “us”, or “we”), collectively the “Parties.” This Agreement was last updated on May 24, 2018, and it is your responsibility to review it from time to time as it may change. If you created a trial account with Semantics3, this Agreement governs your use of the trial and related account. This Agreement is effective between you and Semantics3 as of the date of you accepting this Agreement. Semantics3 encourages you to print out a copy of this entire document and refer to it as you use any service provided by Semantics3 (“Service”).

By accepting this Agreement, either by clicking a box indicating your acceptance or by executing an order form or statement of work that references this Agreement, you agree to all terms and conditions of this Agreement and represent that you are at least 18 years of age. You represent and warrant that you are using the Service provided by Semantics3 on behalf of an entity, organization, or company, and that you have the authority to bind such organization to this Agreement, and you agree to be bound by this Agreement on behalf of such organization. By agreeing to the Agreement, you represent and warrant that you have not previously been suspended or removed from using the Service, and that your registration and your use of the Service is in compliance with any and all applicable laws and regulations.

Your use of the Service is expressly conditioned on your agreement to, and your continued compliance with, the terms and conditions in the Agreement, so you should take the time to fully understand how it governs your relationship with Semantics3 and your use of the Service. You are not allowed to use the Service if you are a competitor or for any other benchmarking or competitive purposes, unless Semantics3 provides express written consent. One person or legal entity may not maintain more than one free account, and accounts registered by "bots" or other automated methods are not permitted. If you do not agree to all terms in this Agreement, you should not use any Service presented and provided by Semantics3.

1. Definitions

2. Fees and Payment

3. Scope of Service

4. Proprietary Rights & Disclaimers

5. Subscription and Termination

6. Technical Risks

8. LIABILITY LIMITATIONS

9. Privacy Policy

10. Independent Contractor Relationship

11. No Assignment

12. Technology Export

13. Indemnification

14. Force Majeure

15. Changes to this Agreement

16. Governing Law and Jurisdiction

17. Notices

18. Entire Agreement and Severability

19. Notice for California Users

20. Digital Millennium Copyright Act (DMCA)

21. Contact Us

1. Definitions

1.1.  "Product Data Services” means any indexing, data extraction or output, datasets, deliverables, API (Application Programming Interfaces) access, dashboard access, documentation, technical or support consultation, troubleshooting, cleanup and transfer services, and any services related to product data provided by Semantics3, regardless if it is provided on a free trial or paid basis, and refers to all of the related various features, services, materials, and resources made available to you by Semantics3, including, but not limited to: (a) databases and datasets made available and accessible to you by Semantics3; (b) any services or materials made available or delivered by Semantics3 for you to retrieve product data; and/or (c) any services or materials related to any brand console or dashboard, or price monitoring or product protection services.

1.2.  "Data” means the product data, data structure, and data output in any text file, Excel file, JSON file, JSON string as obtained from API queries, zipped folder, utility, tool, or other computer or program code made available by Semantics3 under the Agreement.

1.3.  “Intended Use Case” means how the Customer is authorized to use the Service or Product Data Services and describes the purpose of the Parties’ engagement.

1.4.  “Statement of Work” or “SOW” means an agreement, ordering document, or order form that specifies the Service or Product Data Services to be provided for your Intended Use Case, and only applies to a customer on a case-by-case basis and does not apply to all customers.

1.5.  Other capitalized terms used but not defined under this section will have the meaning attributed to them elsewhere in this Agreement.

2. Fees and Payment

2.1.  Purchased Services. You agree to pay Semantics3 all fees related to the Service or Product Data Services that you purchase in accordance with the pricing and payment terms presented to you, which is based on the purchased Service or Product Data Services, and not your actual usage or expected data results (the “Purchased Services”). Where applicable, Semantics3 will charge a valid credit card provided by you, or will issue you an invoice.

2.2.  Credit Card Payment. For a credit card charge, you will provide all necessary credit card billing information, and you authorize Semantics3 to charge such credit card for all Purchased Services and any auto-renewal subscriptions. Such charges are made in advance on a quarterly or annual frequency, unless otherwise agreed upon in writing between the Parties. By providing your credit card information, you are warranting and representing that you have authorization to use the credit card in the amount of the Purchased Services and that such credit card is valid. If you choose to extend your trial to access the API dashboard of the Product Data Services, we may require a valid credit card on file for the purpose of authenticating the identity of the trial account holder or determining your financial qualifications, but will not charge the credit card without your authorization. You can remove your card after the trial expires or if you do not wish to continue receiving any API access from us.

2.3.  Invoice Payment. If you and Semantics3 agree in writing to invoice you for the Purchased Services, you will provide all necessary invoice billing information. All invoice charges are due 30 days from the invoice date, unless an applicable SOW or written agreement between the Parties provides a different payment due date.

2.4.  Failure to Pay. If Semantics3 is unable to charge your credit card because it is not valid or for another reason at no fault of Semantics3, or you fail to pay the invoice billed to you by its due date, Semantics3 may immediately terminate or suspend your account and access to the applicable Purchased Services, and you will continue to be responsible for payment of your outstanding balance. You are responsible for providing complete, current, and accurate billing and contact information to Semantics3, and notifying Semantics3 of any changes to such information. All fees are in U.S. dollars and fees paid by you are non-refundable, except when required by law. Semantics3 uses a third-party service provider for the purpose of effectuating these and other payments, and you understand and agree that your payments may be processed by, and may be subject to the terms of, such payment processors.

2.5.  Overdue Charges. If any invoiced amount is not received by Semantics3 by its due date, then without limiting Semantics3’s rights or remedies, those unpaid invoice charges may accrue a late interest at the rate of 1.0% of the outstanding balance per month, or the maximum rate permitted by law, whichever is higher.

2.6.  Taxes. Semantics3 does not collect taxes for Purchased Services, but if Semantics3 has a legal obligation to pay or collect taxes for which you are responsible, Semantics3 will invoice you the applicable tax amount and you will pay that tax amount in full, unless you provide a valid tax exemption certificate authorized by the appropriate taxing authority. Customer is solely responsible for paying all taxes of the Purchased Services.

3. Scope of Service

3.1.  Intended Use Case. The scope of the Purchased Services is pursuant to your Intended Use Case, and each is referenced and incorporated here. The Parties agree that Customer’s use of the Service or Product Data Services is only for the purported Intended Use Case. You agree that your purchase of the Service or Product Data Services is not contingent on the delivery of any future functionality or features, and not dependent on any oral or written public comments made by Semantics3 regarding future functionality or features.

3.2.  LImited Data Caching. Semantics3 grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, territory limited, revocable license to temporarily cache Data that Customer retrieves from the API access granted by Semantics3, or other specified method of delivery, for Customer’s Intended Use Case, provided that Customer complies with the restrictions and terms and conditions set forth in this Agreement and applicable SOW, and upon Semantics3’s receipt of each recurring fee for such access and service during Customer’s subscription period (“Limited Caching”). Under no circumstances is Customer allowed to permanently cache any Data or is granted derivative rights. At the expiration or termination of the Agreement, Customer must delete all original copies, duplicates, and modifications of the Data available in any medium or format, and remove all access to the pertaining Service or Product Data Services. Customer receives no rights other than what is specified in this Agreement or applicable SOW.

3.3.  Customer Access. Access and use of any part of the Service, Product Data Services, or Data is restricted to the Customer. Customer will keep any account information registered with Semantics3, including logins and API key and password, strictly confidential and will not share it with anyone else. Customer is responsible for maintaining the security of its account and password, and may be liable for the losses incurred by Semantics3 or others due to any unauthorized use of your Semantics3 account. Customer represents that it will control the systems on which the Data is stored or the Services are accessed. Semantics3 will not be liable for any breach of your access or account due to your fault. Customer is not permitted to license, sell, share, monetize, assign, rent, sublicense, distribute, bundle, repackage, make available, or transfer the API access, Data, Service or Product Data Services with any direct or indirect subsidiary, affiliate, partner, parent company, end user, third party, or another individual or group of Customer that Semantics3 has not expressly granted access.

3.4.  Restrictions & Representations. Customer is prohibited from: (a) attempting to use or gain unauthorized access to any Service or Product Data Services, Semantics3 database, or any of Semantics3’s third-party networks or equipment; (b) sharing with or permitting other individuals or entities to copy any part of the Service, Product Data Services, or Data; (c) attempting to probe, scan, or test the vulnerability of the systems, accounts, or networks of Semantics3 or its licensors; (d) using the Data, Service, or Product Data Services to engage in fraudulent or illegal activity of any nature; (e) transmitting unsolicited bulk or commercial messages; (f) restricting, inhibiting, interfering with, or otherwise disrupting or causing a performance degradation to any Semantics3 or Semantics3’s service supplier, facilities used to deliver the Data, Services, or Product Data Services; (g) attempting to reverse engineer, delink, disassemble, or decompile the Product Data Services, Service, Data, or Semantics3 database in any manner; (h) using any of the API access or Data in a manner that replicates, mirrors, or copies the Service, Product Data Services, or Semantics3 database that is not otherwise expressly permitted hereunder; (i) using any robot, spider, site search or retrieval application, or other manual or automatic device to retrieve, download, extract, copy, index, "scrape," "data mine," or in any way gather information, content or other materials from the Product Data Services, Service, or Semantics3 database that is not expressly permitted; (j) reproducing or circumventing the navigational structure or presentation of the Semantics3 dashboard or database, Service, or Product Data Services; (k) interfering with the normal operation, or disabling or circumventing any security features of the Semantics3 dashboard or database, Service, or Product Data Services; and (l) subjecting any portion of the Product Data Services, Service, API, Data, or Semantics3 dashboard or database to the terms of any “open source” or “creative commons” license or use. Any unauthorized actions taken by you or by any third party on your behalf immediately terminates any and all rights, permissions, access, or licenses granted to you by Semantics3.

3.5.  Trial Account. If you created an account on www.semantics3.com to access Semantics3’s APIs on a trial basis, you will receive access on a term limited period for which you registered to use, or if and when your trial is terminated by us in our sole discretion. The trial is meant for evaluation purposes only, and you must delete all Data, its copies and modifications available in any format, and the related access that you received during the trial at the end of the trial period, unless otherwise expressly permitted by Semantics3 in writing. You are not allowed to create more than one trial account per entity. All Data and Product Data Services provided during the trial are provided as-is without any warranty.

4. Proprietary Rights & Disclaimers

4.1.  All rights, titles, and interests in and to intellectual property (including all copyrights, patents, trademarks, service marks, trade secrets, and trade dress) embodied in any Data, Service, and Product Data Services, including the methods, documentation, know-how, and techniques by which the Service and Product Data Services are performed and the processes that make up the Service and Product Data Services, belong solely and exclusively to Semantics3, or if applicable, its licensors or suppliers, or other third parties. Customer has no rights, title, or interest to anything other than what is expressly granted by Semantics3 in writing. There is no express, implied, oral, or written transfer of any intellectual property or related rights or interests, including any patent and proprietary rights belonging to Semantics3.

4.2.  Semantics3 does not have any right, title, ownership, or interest in third-party intellectual property rights, including, but not limited to, product images, image URLs, trademarks, product descriptions, creative content, and any third-party owned data. If any third-party intellectual property is included in the Service, Product Data Services, or Data, Customer agrees that its use of such data or material is at its own risk, and Customer is solely responsible for any claims, damages, liabilities, and consequences in relation to and arising out of using such third-party owned data or intellectual property. Customer waives any legal or equitable rights or remedies it may have against Semantics3 related to or arising out of any third party data or intellectual property that Customer accesses, uses, or stores. Furthermore, Customer warrants and represents that its use of the Service, Product Data Services, or Data will not violate, misappropriate or infringe the rights of any person or entity, including without limitation, any person’s or entity’s intellectual property (including trademark, patent, copyright, and trade secret), statutory, proprietary, privacy, and contractual rights. It is Customer’s sole duty and obligation to perform, and Customer agrees to perform, the appropriate due diligence and actions before using any third-party intellectual property, and Customer’s use of such third-party intellectual property is or will be governed by Customer’s agreement the with respective legal owner. Customer represents that it will enforce the terms and conditions of this Agreement upon its end user or target customer, and is responsible for any breach of the Agreement by its end user or target customer.

4.3.  All information posted on the Semantics3 website www.semantics3.com (including any available subdomains, international versions, widgets, and mobile versions) and any content or material owned by Semantics3 are protected by copyright laws, trademark laws, and other intellectual property laws. Customer’s use of the Data, Service or Product Data Services provided by Semantics3 does not grant Customer the right, title, interest, or permission to use any logo or content of Semantics3. The Semantics3 trademark, brand name or logo, company insignia, blog, marketing information and content are not available for use without Semantics3’s expressed written permission in advance.

4.4.  For companies or organizations using any and all of the Service or Product Data Services provided by Semantics3, you grant Semantics3 a worldwide, perpetual, irrevocable, fully paid, royalty-free license to use your company’s or organization’s brand name and logo, trademark, use case or case study, feedback, and reviews or quotes for internal and external marketing or general business purposes without any compensation, payment, credits, notice, and authorization to and from you.

5. Subscription and Termination                                                                               

5.1.  Subscription Terms. Unless otherwise stated in an applicable SOW, fees are billed on a recurring quarterly or annual subscription basis in advance of your billing period. Your subscription will automatically renew at the end of each billing cycle and billed accordingly.

5.2.  Your Right to Terminate. If there is no written agreement that states otherwise, you can cancel your subscription by providing a minimum five (5) business day prior written notice before your upcoming billing cycle renews by emailing support@semantics3.com and expressing your request for cancellation, and your subscription will continue until the end of that then-running billing cycle before termination. To clarify, no cancellation is effective during the then-running billing period. For all other billing schedules, please refer to your applicable SOW that details how your Service or Product Data Services will be billed.

5.3.  Semantics3’s Right to Terminate. Semantics3 may, in its sole discretion, immediately suspend, terminate, withdraw, or discontinue all or part of the Service or Product Data Services, or Customer’s access to the Service, Product Data Services, APIs, or Data (and by operation terminate the Agreement and applicable SOW): (a) upon receipt of a subpoena, or request by law enforcement or other government agency; (b) if Customer is involved in any fraudulent, misleading, or illegal activities; (c) if Semantics3 is required by a licensor to remove or stop providing  any part of the Service or Product Data Services, including any Data; or Semantics3 receives information that the Service, Product Data Services, or Data provided to you or accessed by you may violate applicable law or third-party rights, in which both cases you are required to remove all such Data, content, or relevant access to the Service or Product Data Services from your systems; (d) if you breach or violate any terms set forth in this Agreement or SOW; (e) if Semantics3 discontinues or materially modifies the APIs, Service, or Product Data Services (or any part thereof); (f) upon unexpected technical or security issues or problems; (g) if Customer or Semantics3 is acquired or controlled by person(s) or a company by operation of law, acquisition of securities or assets, merger, contract, transfer, or consolidation; or if Customer or Semantics3 acquires another person(s) or company by operation of law, merger, transfer, contract, or acquisition of assets; (h) if Customer fails to make timely payments on its Purchased Services; (i) if Customer declares bankruptcy, is insolvent, is out of business, or is in receivership; (j) upon a “Force Majeure” or breach of “No Assignment” as described in this Agreement; (k) upon a five (5) business day prior written notice before your upcoming billing cycle; or (l) for any reason that makes Semantics3 unable to deliver or provide the Data, Service or Product Data Services. Customer is responsible for any and all timely payments of its Purchased Services up to the termination date, and Semantics3 will provide a prorated refund of Customer’s unused prepaid fees, if applicable, depending on the type of termination event (determined in Semantics3’s sole discretion). Semantics3 will not be liable to you or any third party for any termination event that may affect your use or loss of use of the APIs, Service, Product Data Services, or Data.

5.4.  Effect of Termination. Upon termination of your Agreement, along with removing all access to the Service, Product Data Services, and any related information or content, you are required to immediately delete any cached Data from your servers, including any copies thereof in any medium format, unless you have a written data licensing agreement with Semantics3 whereby you are explicitly permitted to permanently store such Data after termination or expiration of this Agreement or applicable SOW. All rights and obligations of the Parties under this Agreement will automatically terminate except for rights of action accruing prior to termination, payment obligations, and any obligations and terms that expressly or by implication are intended to survive termination in order to fulfill its essential purpose (including, but not limited to, sections related to scope of service, proprietary rights, effect of termination, warranty disclaimers, limited liability, privacy policy, technology export, indemnification, and governing law and jurisdiction).

6. Technical Risks

The Service and Product Data Services provided by Semantics3 include crawling or “spidering” of websites in which structured data is extracted out from semi-structured data that is present on product pages hosted on third-party target merchant websites or servers that Semantics3 does not own or control in any way. These data gathering tasks are not fault tolerant and are susceptible to the following risks, which you agree to acknowledge and accept (collectively the “Technical Risks”): (a) the web crawlers operated by Semantics3 could be blocked by the target merchant websites or servers; (b) the merchant websites may not be accessible due to network downtime on the merchant’s internal servers; (c) data extraction, categorization, de-duplication, and matching of products are conducted on a reasonable efforts basis and Semantics3 makes no guarantee of accuracy; (d) the page structure of the merchant websites may have changed; and (e) such activities may be prohibited by the merchant (including according to its terms of use or service). Events such as the above may result in Semantics3 being unable to provide or timely deliver the Data, Service, or Product Data Services. Semantics3 expressly disclaims any liability and statutory, express or implied warranty in the event of such aforementioned Technical Risks and such risks are not covered by any guarantee of service or compensation of any sort.

7. WARRANTY DISCLAIMERS

SEMANTICS3, INCLUDING ITS AFFILIATES, CONTRACTORS, AND AGENTS, AND EACH OF THEIR RESPECTIVE EMPLOYEES, DIRECTORS AND OFFICERS, ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS (COLLECTIVELY THE “SEMANTICS3 PARTIES”), PROVIDES THE SERVICE, PRODUCT DATA SERVICES, AND DATA AS IS AND AS AVAILABLE, AND MAKES NO EXPRESS, IMPLIED OR STATUTORY WARRANTY WITH RESPECT TO ANY OF THE DATA, SERVICE, PRODUCT DATA SERVICES, AND TECHNICAL RISKS, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY: (A) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, SUITABILITY, TITLE, SECURITY, AND NON-INFRINGEMENT; (B) RELATING TO A THIRD-PARTY’S PRODUCTS; (C) RELATING TO THE QUALITY OF THE SERVICE, PRODUCT DATA SERVICES OR DATA, AND SEMANTICS3’S PERFORMANCE OR DELIVERY OF THE SERVICE OR PRODUCT DATA SERVICES; AND (D) REGARDING THE RESULTS TO BE OBTAINED FROM THE DATA, SERVICE, OR PRODUCT DATA SERVICES, AND THE RESULTS OF ANY RECOMMENDATION BY SEMANTICS3. SEMANTICS3 MAKES NO WARRANTY THAT THE SERVICE OR PRODUCT DATA SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, AND ERROR-FREE. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE OR PRODUCT DATA SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT MAY RESULT FROM THE DOWNLOAD OR LOSS OF USE OF ANY SUCH MATERIAL. ANY WARRANTY ON A THIRD-PARTY PRODUCT IS PROVIDED BY THE PUBLISHER, PROVIDER, OR ORIGINAL MANUFACTURER. ALL THIRD-PARTY PRODUCTS ARE PROVIDED BY SEMANTICS3 AS IS. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE DISCLAIMERS APPLY TO CUSTOMER AND ANY END USER OR ITS TARGET CUSTOMER AND ANY OTHER ENTITIES THAT ARE EXPRESSLY PERMITTED TO HAVE ACCESS TO THE DATA, AND CUSTOMER WILL HAVE SUBSTANTIALLY SIMILAR LANGUAGE INCLUDED IN ANY CONTRACTS OR ANY OTHER DOCUMENTATION ACCOMPANYING THE DATA.

8. LIABILITY LIMITATIONS

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SEMANTICS3 AND SEMANTICS3 PARTIES (OR ANY THIRD PARTY MAKING CLAIMS THROUGH YOU) FOR ANY CLAIMS, CAUSES OF ACTION, LIABILITIES OR DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO: (A) ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICE, PRODUCT DATA SERVICES, OR DATA; (B) ANY DAMAGES TO OR LOSS OF USE, REVENUE, SALES, BUSINESS OPPORTUNITY, SAVINGS, PROFITS, DATA, GOODWILL, OR OTHER INTANGIBLES; (C) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS; (D) UNAUTHORIZED ACCESS TO AND TAMPERING WITH YOUR PERSONAL INFORMATION DUE TO YOUR FAULT OR NEGLIGENCE; (E) ANY CAUSES OF ACTION OR CLAIMS THAT DO NOT COMMENCE WITHIN ONE YEAR OF WHEN THE CAUSE OF ACTION OR CLAIM ALLEGEDLY FIRST OCCURRED; AND (F) THE INABILITY TO USE, NON-PERFORMANCE, OR DOWNTIME OF ANY SERVICES OR PRODUCT DATA SERVICES, EVEN IF SEMANTICS3 HAS BEEN ADVISED PREVIOUSLY OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER SUCH DAMAGES ARISE IN CONTRACT, NEGLIGENCE (WHETHER SOLE, JOINT OR CONCURRENT), GROSS NEGLIGENCE, STRICT LIABILITY, TORT, UNDER STATUTE, IN EQUITY, AT LAW OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY THAT SEMANTICS3 AND SEMANTICS3 PARTIES OWE YOU (OR ANY THIRD PARTY MAKING CLAIMS THROUGH YOU), FOR ANY LIABILITY OR DAMAGES WHATSOEVER, WILL NOT EXCEED $300 USD. NOTHING IN THIS AGREEMENT WILL EXCLUDE OR LIMIT SEMANTICS3’S CLAIM FOR WARRANTY OR LOSSES THAT MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS, OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT, BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES; OR SOME JURISDICTIONS DO NOT ALWAYS ENFORCE CLASS ACTION WAIVERS OR JURY WAIVERS, AND MAY LIMIT FORUM SELECTION CLAUSES AND STATUTE OF LIMITATIONS PROVISIONS; AS SUCH, ONLY THE LIMITATIONS THAT ARE LAWFULLY APPLIED TO YOU IN YOUR JURISDICTION WILL APPLY TO YOU, AND SEMANTICS3’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW OR BY THE RESPECTIVE COURT OF LAW.

9. Privacy Policy

Semantics3’s privacy policy (“Privacy Policy”) is located on www.semantics3.com/privacy, and is incorporated by reference in this Agreement. Please review the Privacy Policy so you understand your rights as you use the Service or Product Data Services and rights to your personal data.

10. Independent Contractor Relationship

You and the Company agree to perform the obligations of this Agreement as independent contractors. This Agreement, or your use of any Service or Product Data Services, does not create a partnership, joint venture, fiduciary duty, or agency relationship between you and the Company.

11. No Assignment

You may not transfer or assign your agreement for and access to any part of the Service, Data, or Product Data Services, and any rights conferred herein, without the written consent of Semantics3 in which case you will remain liable to the terms and obligations of this Agreement and any applicable SOW. Semantics3 may assign or transfer the Agreement, and the rights and obligations under this Agreement, in connection with a merger, consolidation, transfer, or sale of its assets or equity interest.

12. Technology Export

You represent that you are not named on any government denied-party list and will not permit any third party to access or use the Data (or relatedly the Service or Product Data Services) in violation of any U.S. laws or regulation, and will not export any of the Data or otherwise remove it from the United States without complying with all applicable U.S. laws and regulations.

13. Indemnification

You agree, at your own expense, to indemnify, defend and hold harmless Semantics3 and its employees, representatives, subsidiaries, affiliates, officers, directors, suppliers, contractors, and agents (collectively, the "Semantics3 Indemnified Parties"), against any claim, cause of action, damages, demand, suit, action or other proceeding against Semantics3 Indemnified Parties, by a third party, to the extent that such claim, suit, action, or other proceeding is related to or arises in connection with your use of the Data, Service, or Product Data Services (or the use of your accounts with Semantics3) specifically including, but not limited to: (a) any breach of this Agreement or applicable SOW and the representations therein; (b) any violation of applicable laws or regulations; (c) any negligent or willful misconduct by you; and (d) any claim that your use of the Data, Service, or Product Data Services infringes on any third party rights, including any privacy, statutory, proprietary, contractual, and intellectual property rights; is libelous or defamatory; or otherwise results in injury or damage to any individual or any entity; each an “Indemnified Claim.” Semantics3 will notify Customer of any Indemnified Claim and cooperate with Customer, at the Customer’s expense, in the defense and settlement thereof. Customer agrees to pay any and all costs, damages and expenses, including, but not limited to, all reasonable attorneys' fees and costs awarded against or otherwise incurred by or in connection with or arising from any such claim, suit, action, or proceeding attributable to each Indemnified Claim. Semantics3 may, at its expense and with its own choice of counsel, monitor or participate in the defense. Customer will not settle or compromise any Indemnified Claim in any way that impairs or jeopardizes Semantics3’s rights, or subjects Semantics3 to any liability or responsibility without Semantics3’s prior written consent. Semantics3 disclaims any indemnification obligations for any Indemnified Claim.

14. Force Majeure

Semantics3 is not liable to Customer for failure to perform its obligations under this Agreement and applicable SOW during any period in which such performance is delayed by circumstances beyond Semantics3’s reasonable control, such as an act of God (e.g. fire, flood, or natural disaster) or act of government (e.g. war, embargo, strike, riot, or terrorism), each a “Force Majeure.” Semantics3’s time for performance is excused for the duration of the Force Majeure, at no fault of Semantics3, and the time limit for performance will correspondingly extend, or Semantics3 will have the right to terminate the Agreement (and applicable SOW) if the Force Majeure makes it unduly burdensome for Semantics3 to continue its performance.

15. Changes to this Agreement

Semantics3 reserves the right to change this Agreement on an ongoing basis at any time, and will notify you by publishing the changes on www.semantics3.com with a link to the Terms of Service. If Semantics3 determines the changes are material to your rights or obligations, Semantics3 will provide additional notice before the changes becomes effective in a manner reasonably designed to notify you. If you continue to use any Data, Service, or Product Data Services after you are notified of the changes, you will be considered as having expressly consented to the changes in the Agreement. If you disagree with the terms of the Agreement, or the updated terms, you may close your account, if one exists, at any time, or Semantics3 may terminate your access to and use of any Service or Product Data Services. All other changes are effective upon publication of the changed or updated Agreement. Disputes arising under the Agreement will be resolved in accordance with the Agreement in effect at the time the dispute arose. No delay in or failure to exercise any right constitutes a waiver of the right, and no single or partial exercise of any right prevents any further exercise of such right or any other rights or remedies.

16. Governing Law and Jurisdiction

This Agreement, and any SOW if it exists, and any claim, dispute, or controversy (whether in contract, or otherwise, including statutory, consumer protection, common law, intentional tort, and equitable claims) between you and Semantics3, including any affiliates, contractors, contractors, agents, and each of their respective employees, directors, and officers, are governed by the laws of the State of California without conflict of laws principles, and may only be brought exclusively in the state courts located in San Francisco County, California, or to the extent permitted by law, federal courts located in the Northern District of California, USA. The Parties agree to submit to the foregoing jurisdiction and venue of such court without objection. The provisions of the United Nations Convention on the International Sale of Goods do not apply to this Agreement and any SOW. YOU AGREE TO WAIVE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY RIGHT TO A JURY TRIAL WITH RESPECT TO ANY DISPUTE UNDER THIS AGREEMENT OR APPLICABLE SOW. YOU AGREE TO NOT BRING ANY ACTION AGAINST SEMANTICS3 AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION LAWSUIT OR REPRESENTATIVE PROCEEDING.  

17. Notices

Except as otherwise stated between you and Semantics3, all notices related to this Agreement must be in writing and effective upon personal delivery, second business day after mailing, or to such other address (including e-mail) of your representative or a contact that you provide. Billing-related notices to you will be addressed to the relevant billing contact designated by you.

18. Entire Agreement and Severability

This Agreement, which incorporates any and all SOW, is the entire agreement between you and Semantics3 with respect to its subject matter and supersedes all prior oral and written understandings, communications, or agreements between you and Semantics3 for any Service or Product Data Services, including API access, Data, trial accounts, and any data caching agreements. No amendment to or modification of this Agreement, in whole or in part, is valid or binding unless it is in writing and executed by authorized representatives of both Parties. If any provision of this Agreement or SOW should be found to be void or unenforceable, such provision will be stricken or modified, but only to the extent necessary to comply with the law, and the remainder of this Agreement or SOW will remain in full force and will not be terminated.

19. Notice for California Users

Under California Civil Code Section 1789.3, California consumers are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210.

20. Digital Millennium Copyright Act (DMCA)

Semantics3 respects third-party intellectual property rights and follows the safe harbor provisions of the Digital Millennium Copyright Act of 1998, 17 U.S.C. § 512 ("DMCA"). If you believe that any material contained on the Semantics3 website or in the Service infringes your copyright, please notify Semantics3 of your copyright infringement claim in accordance with the DMCA procedure (Semantics3’s contact information is listed in the Contact Us section below). Semantics3 will process all notices of alleged infringement and will take appropriate action as required by the DMCA and other applicable intellectual property laws. Semantics3 will also, in appropriate circumstances and at its sole discretion, disable or terminate the accounts of users or customers who may infringe or repeatedly infringe the copyrights of others in accordance with the DMCA.

In order for Semantics3 to respond, you must provide Semantics3 notice in a form that substantially complies with the safe harbor provisions of the DMCA. Please note that you may be liable for damages if you misrepresent the claimed infringement or include false information in your notice. Your notice of claimed infringement must be written and include all of the following:

  1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  2. Identification of the copyrighted work claimed to have been infringed or, if multiple copyrighted works, a representative list of such works;
  3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
  4. Information reasonably sufficient to permit us to contact you, such as an address, telephone number and, if available, an electronic mail address at which you may be contacted;
  5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized; and
  6. A statement that the information in the notification is accurate, and under penalty of perjury, that you are the copyright owner or are authorized to act on behalf of the copyright owner.

21. Contact Us

Any questions, concerns, or comments you have about the Terms of Service may be directed to Semantics3 at legal@semantics3.com, or your snail mail can be addressed to ATTN: Semantics3 Legal, 665 3rd Street Ste. 501, San Francisco, CA 94107. You can also reach Semantics3 by phone at (844) 943-8328.