SELERITY CONTEXT END USER LICENSE AGREEMENT
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE ACCESSING AND USING THE SELERITY CONTEXT SERVICE WHICH PROVIDES BUSINESS PROFESSIONALS SEAMLESS ACCESS TO CONTEXTUALLY RELEVANT NEWS, RESEARCH, SOCIAL DATA AND SELERITY'S PROPRIETARY BREAKING NEWS NOTIFICATIONS FOR BETTER DECISION MAKING AND COLLABORATION ("SERVICES").
THE TERMS AND CONDITIONS SET FORTH IN THIS END USER LICENSE AGREEMENT GOVERN YOUR USE OF THE SERVICES OFFERED BY SELERITY INC, A DELWARE CORPORATION ("SELERITY").
The Services are available for your use only on the condition that you agree to the Terms, all with the intention to form a legally binding agreement. By clicking "Accept", accessing or using the Services, you have indicated that you are at least 18 years of age or older, and understand and accept these Terms. If you are an employee, consultant or contractor using the Services on behalf of or as part of your work ("Authorized User") for a company or other entity ("Company"), you represent that you have the authority to bind that Company to these Terms and that you are authorized by your Company to use the Services.
1. SELERITY SERVICE
1.1. Access to Services.
Access to the Services is available either directly through Selerity's stand-alone Service or via Selerity's integration or distribution partners ("Selerity Partners").
1.2. Access Information.
Access to the Services requires setting up a user account either directly with Selerity or with a Selerity Partner ("User Account"). If applicable, your Company will create a User Account for you. The login ID and password that are issued to you by Selerity, a Selerity Partner or by your Company, as applicable, will enable you to access the Services by signing on directly or through your work credentials. You agree to keep confidential your login IDs or passwords. If a login ID or password is disclosed to any third party or otherwise compromised, you agree to notify Selerity promptly upon becoming aware of the foregoing. SELERITY SHALL NOT BE RESPONSIBLE FOR ANY USE OR MISUSE OF YOUR INFORMATION RESULTING FROM YOUR OR THE COMPANY'S FAILURE TO SECURE YOUR LOGIN ID OR PASSWORD.
1.3. Scope of Services.
The Service generates personalized, context-based recommendations of third party ("Sources") content including news, research, social data, videos, marketing and other data and information ("Content") as well Content hosted by Selerity ("Hosted Content") and includes tools and features that promote content personalization and recommendation. The Service allows users to discover Content or Hosted Content based on their search queries, interests and trends and be dynamically pushed contextually relevant trending events specific to their interests. Except for Hosted Content, the Service does not provide the actual Content, but rather provides users with headlines of Content and accompanying teaser text (if any) and URL links ("Headlines") which when clicked on will take users to (i) the corresponding Content on the applicable Source’s website; (ii) to any barrier pages on the website of the applicable Source; or (iii) to the Content hosted by Selerity.
1.4. Grant of License.
Selerity grants you a non-exclusive, worldwide, revocable, non-transferable and non-sublicensable license to access and use the Services to (i) view and search Headlines; and (ii) access, view and search the Hosted Content, in either case subject to any restrictions herein or in the Selerity Third Party Terms page. Notwithstanding any Content personalization or contextual recommendations generated by the Service, you expressly agree and acknowledge that except for Hosted Content, if any, no Content is licensed to you. Further, except for the limited right to view and search the Headlines, your access to any Content via the Headlines is subject to you or your Company's agreement with the applicable Source or to any user terms and conditions or applicable laws governing the navigation and access to the Content on the Source's website. The Service may contain or provide access to sharing tools and features allowing you to share certain Headlines or limited portions of Hosted Content. The sharing of Headlines and Hosted Content may be subject to, and if so, conditioned upon your compliance with additional terms and conditions including Selerity Third Party Terms and compliance with all applicable laws. Your right to use such sharing tools is further conditioned upon maintaining the integrity of the shared Headlines and Hosted Content, and including any attribution, branding and proprietary notices and URLs.
1.5. Acceptable Use.
By accessing or using the Services, you agree to:
- subject to any conditions, restrictions or constraints imposed on you by the Company (if applicable), use commercially reasonable efforts to prevent unauthorized access to or use of the Services, including maintaining adequate security precautions, consistent with then current standards in the industry, the use of secure servers, protective firewalls and a user authentication system and notify Selerity of any such unauthorized access or use promptly upon becoming aware of such access or use.
- not use the Services to engage in illegal, fraudulent or other wrongful conduct, including, but not limited to (a) distributing defamatory, obscene or unlawful content or content that promotes bigotry, racism, misogyny or religious or ethnic hatred, (b) transmitting any information or data that infringes any intellectual property rights of any third party or that is otherwise libelous, unlawful, or tortious, (c) stalking, harassing, or threatening others with violence or abuse, or (d) violation of any applicable local, state, national or international law, rule, regulation or order of any court;
- not use the Services to send abusive commercial solicitation, such as "junk" messages, spam and pyramid schemes to other users of the Services without their consent.
- not make the Services or any components thereof, including the Headlines and Hosted Content available to anyone other than you;
- not transfer, distribute, sell, resell, lease, sublease, license, or sub-license access to the Services or any component thereof including the Headlines or Hosted Content, subject to the express limited rights to share Headlines or Hosted Content per these Terms;
- not create, modify, distribute, transmit, display, or perform derivative works based on the Services or any components thereof including the Headlines or Hosted Content;
- not copy, frame or mirror any part or content of the Services or any components thereof inlcuding the Headlines or Hosted Content, subject to the express limited rights to share Headlines or Hosted Content per these Terms; not disassemble, decompile or otherwise reverse engineer the Services;
- not use any robot, spider, search/retrieval application, or other manual process or automatic device or application or extraction tool to access, monitor, copy, use, download, retrieve, index, extract, scrape, data mine, interact, overload, or in any way reproduce or circumvent the navigational structure or presentation of the Service or any component thereof or otherwise defeat, bypass, or circumvent any other protections of Selerity's proprietary rights in the Service;
- not delete or alter Selerity or its Sources' copyright, trademark or other proprietary notices, branding or attribution included in the Service, Headlines, or Hosted Content, and in the case of the Headlines shall not remove any URL links from the Headlines;
- not use the Services to store or transmit viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs or other harmful, contaminating or destructive feature;
- intentionally interfere with or disrupt the integrity or performance of the Services or third party data or services contained therein, including Headlines and Hosted Content, including, by means of "hacking" or defacing any portion of the Services or otherwise impairing or overburdening them;
- not attempt to gain unauthorized access to the Services or their related systems or networks; not enable others to violate any of these Terms;
- not make the functionality of the Services available to multiple users through any means, including, without limitation, through any hosting, application services provider, service bureau, outsourced or value-added basis or any other type of services;
- not access the Services for the purposes of monitoring their availability, performance or functionality, or for any benchmarking against third-party services or competitive purposes.
1.6. Changes to the Service.
As Selerity continues to develop and improve the Services, Selerity reserves the right to modify the Services and to change the Headlines and Content Sources at any time.
1.7. Paid Services.
Certain portions of the Services may be, in Selerity's sole discretion, free of charge while other features or contents may require a subscription or upfront payment. A subscription or paid content may be purchased for individuals or for organizations online or via email to firstname.lastname@example.org or through a Selerity Partner. Except as stated in a separate agreement between Selerity and you or your Company, subscriptions are subject to recurring billing. You authorize us to automatically bill your payment method (e.g. credit card) and auto-renew the subscription term to avoid interruption to your Services. Selerity will indicate for each Service the applicable renewal and payment intervals. In each case, billing for the full amount will occur on the first day of the chosen subscription period. Each renewal term will be consistent with the initial applicable subscription term. You may cancel the subscription renewal or modify the subscription term by giving Selerity an advance written notice prior to the scheduled renewal date. Notwithstanding cancellation of a subscription, you agree to continue to pay us the applicable fees through the end of the applicable subscription period. Subscription fees are non-cancellable and non-refundable. Failure to pay the subscription fees may result in the termination of your subscription.
1.8. Selerity Sources.
Selerity is not responsible for Headlines or Content or any products or services accessed to or provided through the Service or to the delivery, outages or delays originating from Sources. Certain Sources impose additional terms as a condition to the access and use of Headlines, Content or Hosted Content, such additional terms are set forth on the Selerity Third Party Terms, or on the websites of the applicable Sources or in any other direct agreements between you or your Company and the applicable Source.
1.10. DMCA/Copyright Policy.
Selerity respects the intellectual property of others and asks that you do too. It is our policy to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act. For more information about our policy. Please see Selerity Copyright Policy.
1.11. Links to Third Party Websites or Resources.
The Services may contain links to third-party websites or resources including those of Sources. Selerity is not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge your responsibility for and assume all risk arising from, your use of any third-party websites or resources.
All right, title and interest, including all intellectual property in the Service, Headlines and Hosted Content or any part thereof are and shall remain the sole and exclusive property of Selerity or its Sources, and you are not by reason acquiring any rights therein, other than the limited rights expressly provided herein. No rights are granted to you hereunder other than as expressly set forth herein.
You may, at your option, provide Selerity with feedback, comments, and suggestions for improvements to the Selerity Services (collectively, "Feedback"). You hereby grant Selerity a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free, sublicensable and transferable license to any Feedback under any and all intellectual property rights that you own or control.
3. NO RECOMMENDATION.
THE SERVICE, HEADLINES AND HOSTED CONTENT DO NOT CONSTITUTE A RECOMMENDATION TO BUY OR SELL SECURITIES OF ANY KIND AND NEITHER SELERITY NOR ITS PROVIDERS HAVE UNDERTAKEN ANY LIABILITY OR OBLIGATION RELATING TO THE PURCHASE OR SALE OF ANY SECURITIES.
4. NO WARRANTY.
NONE OF SELERITY OR ITS PROVIDERS OR SOURCES MAKE ANY REPRESENTATIONS OR WARRANTIES AND TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, SPECIFICALLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE (WHETHER OR NOT THE PURPOSE OR USE HAS BEEN DISCLOSED), WARRANTIES OF TITLE AND NON-INFRINGEMENT, ANY IMPLIED INDEMNIFICATION OBLIGATIONS, OR OTHER WARRANTIES THAT ARISE FROM TRADE USAGE OR CUSTOM, WITH RESPECT TO ANY ASPECT OF THE SERVICE, HEADLINES, HOSTED CONTENT OR ANY COMPONENTS THEREOF OR THE RESULTS OBTAINED FROM THEIR USE, ANY DECISIONS MADE OR ACTIONS TAKEN IN RELIANCE THEREUPON OR AS TO THE PERFORMANCE THEREOF (WHETHER PERFORMED IN WHOLE, PART OR NOT AT ALL). NONE OF SELERITY OR ITS PROVIDERS OR SOURCES GUARANTEES THE ADEQUACY, ACCURACY, TIMELINESS OR COMPLETENESS OF THE SERVICE, HEADLINES, HOSTED CONTENT OR ANY COMPONENTS THEREOF OR THAT THEY WILL BE ERROR FREE OR FREE FROM COMPUTER VIRUSES OR OTHER INFIRMITY OR CORRUPTION. NONE OF SELERITY OR ITS PROVIDERS SHALL BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS OR DELAYS THEREIN. THE SERVICE, HEADLINES, HOSTED CONTENT AND ALL COMPONENTS THEREOF ARE PROVIDED ON AN “AS IS” BASIS AND CLIENT’S USE THEREOF IS AT CLIENT’S OWN RISK.
5. LIMITATION OF LIABILITY.
IN NO EVENT SHALL SELERITY BE LIABLE HEREUNDER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOST TIME OR GOODWILL, LOSS OF DATA OR BUSINESS INTERRUPTION OF ANY CHARACTER, EVEN IF SELERITY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE. IN NO EVENT WILL SELERITY BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DAMAGES IN EXCESS OF THE FEES PAID BY YOU FOR USE OF THE SERVICES IN THE TWELVE (12)-MONTHS PRIOR TO THE EVENT GIVING RISE TO ANY LIABILITY.
You will indemnify and hold harmless Selerity and its officers, directors, employee and agents, providers and Sources from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) your access to or use of the Services, Headlines, Content or Hosted Content or (ii) your violation of these Terms.
7. TERM AND TERMINATION
These Terms commence on the date that you first access or use the Services and will continue in effect until otherwise terminated as set forth below.
Subject to any separate written agreement between you or your Company and Selerity or a Selerity Partner, and to any specific subscription payment terms, you or your Company may instruct Selerity to terminate the Service and the Terms or you can discontinue your use of the Services without any further notice. Selerity may terminate these Terms immediately for any or no reason, without notice. Upon termination, you will cease your use of the Services. These Terms will also terminate upon termination of your account by the applicable Selerity Partner. Further, you acknowledge and agree that your account may be subject to your Company’s control and that your Company may restrict or terminate your access to the Services, at any time.
7.3. Surviving Provisions.
All sections of the Terms which by their nature survive termination shall continue in full force and effect beyond any termination of the Services and such Terms, including, without limitation, all provisions which relate to proprietary rights, disclaimers, limitation of liability, waiver and indemnification.
7.5. Relationship of the Parties.
Nothing in these Terms will be construed to create a partnership, joint venture or agency relationship between the parties.
7.6. Modifications to the Terms.
The Terms can be changed by Selerity at any time, and those changes shall become effective upon posting, provided however that if we make any material changes that adversely impact you, we will notify you of those changes by posting them on the Services or, if you are an authorized user of a Company that has an agreement with Selerity, by notifying you pursuant to the terms of such agreement, prior to such materially adverse change taking effect. We will update the "Last Updated" date line in the applicable documents to indicate when those changes will become effective.
Neither party will have the power to bind the other or to incur obligations on the other's behalf without such other party's prior written consent. These Terms will be governed by and construed in accordance with the laws of the State of New York applicable to contracts to be performed wholly within such state. In connection with any dispute or litigation arising out of or relating to the Terms, you hereby consent to the exclusive jurisdiction and venue in New York State courts located in the County of New York, in the borough of Manhattan and in the federal courts located in the Southern District of New York. Notwithstanding the foregoing, you agree that Selerity shall be allowed to bring action against you (including an equivalent relief) in any jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods will not apply. Neither party may assign or transfer these Terms or any rights granted hereunder, by operation of law or otherwise, without the other party's prior written consent, except that Selerity may transfer these Terms without consent (a) to a successor of all or substantially all assets of its business and (b) to an acquirer pursuant to any direct or indirect change in control of Selerity, including without limitation, pursuant to any merger, acquisition, consolidation, or other corporate restructuring in which Selerity participates. Any attempted assignment, delegation or transfer by any party in violation of the previous sentence will be null and void. Except as expressly set forth in these Terms, the exercise by either party of any of such party's remedies under these Terms will be without prejudice to such party's other remedies under these Terms or otherwise. Failure or delay by either party to enforce any provision of these Terms will not be deemed a waiver of future enforcement of that or any other provision. No waiver of any of the Terms will be valid unless in writing by both parties and designated as such. Any forbearance or delay on the part of Selerity in enforcing any of its rights under Terms will not be construed as a waiver of such right to enforce same for such occurrence or any other occurrence, nor shall any single or partial exercise of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. Where any provision in the Terms refers to an action to be taken by a party, or which such party is prohibited from taking, such provision shall be applicable whether the action in question is taken directly or indirectly by such party. No amendment or modification to these Terms, nor any waiver of any rights hereunder, will be effective unless narrowly specified and assented to in writing by both parties. Any such waiver will not apply with respect to any repeated or continued violation of the same provision or any other provision. In the event that any court having competent jurisdiction over the interpretation of the Terms shall finally determine that one or more of the provisions, covenants or conditions contained herein shall be unenforceable in any respect, then such provision, covenant or condition shall be deemed limited and restricted to the extent that such court shall deem it to be enforceable, and, as so limited or restricted, shall remain in full force and effect. In the event that any such provision shall be deemed wholly unenforceable, such provision shall be deemed deleted from the Terms, and the remaining provisions shall remain in full force and effect. Any such judicial interpretation requiring limitation or deletion of a provision shall be valid only in the jurisdiction in which such interpretation is made.
7.8. Contact Information.
If you have any questions about these Terms or the Services, please contact Selerity at email@example.com or by postal mail at: Selerity, Inc. 1345 Avenue of the Americas, 49th Floor, New York, NY 10105
Last Updated: September 25, 2018