Terms of Service

This Terms of Service ("Agreement") which constitutes a binding contract between ("you" or "Customer") and Semantics3, Inc. ("Semantics3" or the "Company"), collectively the "Parties". This Agreement was last updated on October 3, 2017, 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. This Agreement is effective between you and Semantics3 as of the date of you accepting this Agreement.

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 of this Agreement. If you are using the service provided by Semantics3 ("Service") on behalf of an entity, organization, or company, you represent and warrant 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 our Service if you are a competitor or for any other benchmarking or competitive purposes, unless Semantics3 provides express written consent. If you do not agree to all terms in this Agreement, you should not use any Service presented and provided by Semantics3.

1. General

1.1. Product Data Services. "Product Data Services" means any indexing, data extraction or output, deliverables, API (Application Programming Interfaces) license or access, dashboard, documentation, technical or support consultation, troubleshooting, cleanup and transfer services, and any services related to product data provided by Semantics3, regardless if provided on a free trial or paid basis, and refers to all of the various features, services, materials, and resources made available to you by Semantics3, including, but not limited to: (a) Semantics3’s website, www.semantics3.com (including any available sub-domains, international versions, widgets, and mobile versions); (b) databases and datasets made available and accessible to you by Semantics3; (c) any related services made available or delivered by Semantics3 for you to retrieve product data; and (d) any services related to brand protection services or minimum advertising price monitoring.

1.2. Analytics Services. Semantics3 provides an application called "Analytics" that can be installed on your Shopify-hosted ecommerce store on www.shopify.com. This application provides business analytics for your Shopify ecommerce store.

2. Definitions

"Data" means any text file, Excel file, JSON file, JSON string as obtained from API queries, zipped folder, utility, tool, or other computer or program code that contains product data of any nature, provided by Semantics3 under Product Data Services.

"Deliverables" means any tangible and intangible materials, including any consultation, documentation, and recommendations prepared and customized by Semantics3 under Product Data Services or Analytics.

"Raw Data Output" means the data structure as obtained by Customer or Semantics3 on behalf of Customer, which includes but not limited to, from Semantics3’s Sites API, RealTime API, URL API, Notifications API, and dataset service, whereby data is extracted from an ecommerce online source.

"Match&Merged Data Output" means the data structure as obtained by Customer or Semantics3 on behalf of Customer, which includes but not limited to, from Semantics3’s URL API, UPC API, Search API, Sites API, and dataset service, whereby a product is matched by Semantics3 across retailers from multiple ecommerce online sources and then the data of the product is merged into a single output based on a product-based query.

"Materials" means all content and other items included with or as part of Product Data Services or Analytics, but excluding materials, data or information generated, prepared, created, or provided by Customer.

"Intended Use Case" means how the Customer will use the Product Data Services, and describes the purpose the of Parties’ engagement.

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

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

3. Fees and Payment

3.1. Purchased Services. You agree to pay Semantics3 all fees related to Product Data Services that you purchased in accordance with the pricing and payment terms presented to you, which is based on the purchased Product Data Services and not your actual usage or expected data results ("Purchased Services"). Where applicable, Semantics3 will charge a valid credit card provided by you, or will issue you an invoice. For a credit card charge, you will provide all necessary credit card billing information, and you authorize us to charge such credit card for all Product Data Services and any auto-renewal subscriptions. Such charges will be made in advance on a monthly or quarterly frequency, unless otherwise agreed upon in writing between the Parties. Alternatively, if Semantics3 agrees in writing to invoice you for the purchased Product Data Services, you will provide all necessary invoice billing information and all invoice charges are due 30 days from the invoice date, unless a SOW provides a different payment due date. If we are 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 invoiced billed to you by its due date, Semantics3 may immediately terminate or suspend your license and access to Product Data 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 us, and notifying us of any changes to such information. 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.

3.2. 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.

3.3. Taxes. We do not collect taxes for Product Data Services, but if we have the legal obligation to pay or collect taxes for which you are responsible, we will invoice you said amount and you will pay that tax amount in full, unless you provide a valid tax exemption certificate authorized by the appropriate taxing authority. You are solely responsible for paying all taxes related to any Product Data Services that you purchase from Semantics3.

3.4. Semantics3 Analytics. Semantics3 does not take any payment from you to use Semantics3 Analytics which is made available through Shopify, Inc. on www.shopify.com. Please review Shopify’s own terms of service (Shopify App Store Terms and Conditions) as it may apply to your use of Semantics3 Analytics.

4. Scope of License

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

4.2. Limited License. Semantics3 grants Customer a limited, non-exclusive, non-transferable, revocable, license to temporarily cache the Raw Data Output, Match&Merged Data, Data or Deliverables that Customer retrieves via the API licenses granted by Semantics3, or other specified method of delivery, during Customer’s paid subscription period or defined term period with Semantics3 for Customer’s Intended Use Case, provided that Customer complies with the restrictions set forth in this Agreement, and applicable SOW, and timely payment ("Limited License"). Under no circumstances is Customer allowed to permanently cache any Raw Data Output, Match&Merged Data, Data, Deliverables, and any part of the Product Data Services. At the expiration or termination of the Agreement or applicable SOW, Customer must delete all original copies and duplicates of the Raw Data Output, Match&Merged Data, Data and Deliverables available in any medium or format, and all access to the Product Data Services. Customer receives no rights other than what is specified in this Agreement or applicable SOW.

4.3. Customer Access. Access and use of any part of the Product Data Services, including, but not limited to, API access, Data, Deliverables, Raw Data Output, Match&Merged Data Output, and Materials, is restricted to the Customer. Do not share your account information, including logins and API key with anyone else. Customer is not permitted to license, sell, share, monetize, assign, sublicense, distribute, bundle, repackage, make available, or otherwise transfer the granted API license, Raw Data Output, Match&Merged Data, Data, Deliverables, or any part of the Product Data Services with any direct or indirect subsidiaries, affiliates, partners, parent company, end user, third party, or another individual, team or group of Customer that Semantics3 has not expressly granted access to as part of the Intended Use Case.

4.4. Restrictions & Representations. Customer is further prohibited from: (a) attempting to use or gain unauthorized access to Product Data Services, Analytics, Semantics3 database, or any of its third-party’s networks or equipment; (b) sharing with or permitting other individuals or entities to copy any part of the Product Data Services or Analytics; (c) attempting to probe, scan, or test the vulnerability of the systems, accounts, or networks of Semantics3 or its licensors; (d) using the Data, Deliverables, Raw Data Output, Match&Merged Data Output, Materials, Analytics, 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 Product Data Services or Analytics; (g) attempting to reverse engineer, delink, disassemble, or decompile Analytics, Product Data Services, or database owned by Semantics3 in any manner; (h) using any of the API licenses or access, Raw Data Output, Match&Merged Data, Data and Deliverables in a manner that replicates, mirrors, or copies Analytics, Product Data Services, or Semantics3 database that is not otherwise expressly permitted hereunder; (i) use any robot, spider, site search/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 or Analytics that is not expressly permitted, or reproduce or circumvent the navigational structure or presentation of the Product Data Services or Analytics; and (j) interfere with the normal operation, or disable or circumvent any security features, of Product Data Services or Analytics, or subject any portion of Product Data Services or Analytics 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, or licenses granted to you by Semantics3.

4.5. Trial Account. If you created an account on www.semantics3.com to access Semantics3’s APIs on a trial basis, you will receive one or more Product Data Services available 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 only evaluation purposes, and you must delete all Data, Deliverables, Product Data Services, and related access that you received during the trial at the end of the trial period, unless otherwise expressly permitted by Semantics3 in writing. All Product Data Services provided during the trial are provided as-is without any warranty.

5. Proprietary Rights and Other Licenses

5.1. All rights, titles, and interests in and to intellectual property (including all copyrights, patents, trademarks, service marks, trade secrets, and trade dress) embodied in the Data, Deliverables, Raw Data Output, Match&Merged Data Output, Materials, Analytics, and Product Data Services, including the methods, documentation, know-how, and techniques by which the Product Data Services or Analytics are performed and the processes that make up the Product Data Services or Analytics, belong solely and exclusively to Semantics3 or its licensors or suppliers, or other third parties; and Customer has no rights, interests, or ownership whatsoever in any of the above. For clarity, Customer has no right, title, or interest to anything other than what is expressly granted in this Agreement o SOW.

5.2. Semantics3 does not have any right, title, ownership, or interest in third-party intellectual property rights, including, but not limited to, product images, product descriptions, and any non-factual data. If any third-party intellectual property (e.g. product data, product descriptions, or non-factual data) is included as part or in all of Analytics, Product Data Services, Data, Deliverables, Raw Data Output, or Match&Merged Data Output, Customer agrees that its use is at its own risk, and will bear any and sole responsibility of any claims, damages, liabilities, and consequences in relation to and arising out of using such third-party owned data or intellectual property. Customer warrants and represents that its use of Analytics, Product Data Services, Data, Raw Data Output, or Match&Merged Data Output, or Deliverables will not violate, misappropriate or infringe the rights of any person or entity, including without limitation, any person or entity’s intellectual property (including trademark, patent, copyright, and trade secret), statutory, proprietary, privacy or contractual rights.

5.3. All information posted on the website www.semantics.com is protected by copyright laws, trademark laws, and other intellectual property laws owned by Semantics3 or its licensors. Customer’s use of the Product Data Services or Analytics 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.

5.4. By using any and all of Analytics or Product Data Services provided by Semantics3, you grant Semantics3 a worldwide, perpetual, irrevocable, royalty-free license to use your 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.

6. Subscription and Termination

6.1. Subscription Terms. Unless otherwise stated in an applicable SOW, Product Data Services are on a recurring monthly or quarterly subscription basis, and correspondingly billed in such frequency in advance of your billing period. Your subscription will automatically renew at the end of each billing cycle.

6.2. Your Right to Terminate. If there is no written agreement that states otherwise, you can cancel the auto-renewal on your subscription at anytime with a seven (7) day 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 billing cycle before termination. To clarify, no cancellation is effective during the then-current billing period. For all other billing schedules, please refer to your applicable SOW that details how your Product Data Services will be billed.

6.3. Semantics3’s Right to Terminate. Semantics3 may, in its sole discretion and without notice, immediately suspend, terminate, withdraw, or discontinue Analytics, Product Data Services, or Customer’s access to the APIs, Data, or Deliverables: (a) upon receipt of a subpoena, or requests 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 any part of the Product Data Services or Analytics, including any product data, or receives information that the Product Data Services or Analytics provided to you may violate applicable law or third-party rights, in which case you are required to remove all such Data, content, or access to Product Data Services or Analytics 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 Product Data Services or Analytics (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, merger, contract, acquisition of assets; or if Customer or Semantics3 acquires another person(s) or company by operation of law, merger, 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; or (j) upon a "Force Majeure" or breach of "No Assignment" as described below. Customer is responsible for any and all timely payment of Product Data Services up to the termination date and will be reasonably compensated in Semantics3’s sole discretion depending on the type of termination event. Semantics3 will not be liable to you or any third party for any termination events that may affect your Product Data Services or Analytics.

6.4. Effect of Termination. Upon termination of your Agreement or applicable SOW, along with removing all access to the Product Data Services or Analytics and related information or content, you are required to immediately delete any cached Data, Raw Data Output, Match&Merged Output, Deliverables, or any part of the Product Data Services or Analytics 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 of this Agreement or applicable SOW.

7. Technical Risks. The Raw Data Output, Match&Merged Data Output, Data, and Deliverables 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 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 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 is 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, Deliverables, Raw Data Output, Match&Merged Output, and Product Data Services. The Technical Risks are not covered by any guarantee of service or compensation of any sort.

8. 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 PRODUCT DATA SERVICES AND ANALYTICS AS IS AND AS AVAILABLE, AND MAKES NO EXPRESS, IMPLIED OR STATUTORY WARRANTY WITH RESPECT TO ANY OF THE RAW DATA OUTPUT, MATCH&MERGED DATA OUTPUT, DATA, DELIVERABLES, MATERIALS, PRODUCT DATA SERVICES, ANALYTICS, OR TECHNICAL RISKS, INCLUDING BUT NOT LIMITED TO ANY WARRANTY: (A) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, SUITABILITY, TITLE, SECURITY, OR NON-INFRINGEMENT; (B) RELATING TO A THIRD-PARTY’S PRODUCTS; (C) RELATING TO THE QUALITY OF RAW DATA OUTPUT, MATCH&MERGED DATA OUTPUT, DATA AND DELIVERABLES, OR SEMANTICS3’S PERFORMANCE OR DELIVERY OF THE PRODUCT DATA SERVICES OR OF ANALYTICS; AND (D) REGARDING THE RESULTS TO BE OBTAINED FROM THE RAW DATA OUTPUT, MATCH&MERGED DATA OUTPUT, DATA, DELIVERABLES, PRODUCT DATA SERVICES OR ANALYTICS, OR THE RESULTS OF ANY RECOMMENDATION BY SEMANTICS3. SEMANTICS3 MAKES NO WARRANTY THAT THE PRODUCT DATA SERVICES OR ANALYTICS WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PRODUCT DATA SERVICES OR ANALYTICS IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT MAY RESULT FROM THE DOWNLOAD OR 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.

9. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SEMANTICS3 OR ANY OF ITS AFFILIATES OR SUPPLIERS BE LIABLE TO YOU (OR ANY THIRD PARTY MAKING CLAIMS THROUGH YOU) FOR ANY CLAIMS, 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 PRODUCT DATA SERVICES OR ANALYTICS; (B) DAMAGES FOR LOSS OF USE, REVENUE, SALES, BUSINESS OPPORTUNITY, SAVINGS, PROFITS, DATA OR OTHER INTANGIBLES; (C) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS; (D) UNAUTHORIZED ACCESS TO AND TAMPERING WITH YOUR PERSONAL INFORMATION OR TRANSMISSIONS, ARISING OUT OF OR RELATED TO THE USE OF PRODUCT DATA SERVICES OR ANALYTICS; AND (E) INABILITY TO USE, NON-PERFORMANCE OR DOWNTIME OF PRODUCT DATA SERVICES OR ANALYTICS, 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 SEMANTICS3 AND ANY OF ITS AFFILIATES OR SUPPLIERS TO YOU (OR ANY THIRD PARTY MAKING CLAIMS THROUGH YOU), FOR ANY LIABILITY OR DAMAGES WHATSOEVER, WILL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU IN THE THREE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. 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 WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW OR BY THE RESPECTIVE COURT OF LAW.

10. 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 Product Data Services or Analytics. By using the Product Data Services or Analytics, you are expressly agreeing that Semantics3 can collect certain data from or about you as described in the Privacy Policy.

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

12. No Assignment. You may not transfer or assign your license or access to any part of Product Data Services or Analytics, 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 applicable SOW.

13. 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 Product Data Services or Analytics in violation of any U.S. laws or regulation, or export any of the Product Data Services or Analytics, or otherwise remove it from the United States without complying with all applicable U.S. laws and regulations.

14. Indemnification. You agree, at your own expense, to indemnify, defend and hold harmless Semantics3 and its employees, representatives, subsidiaries, affiliates, officers, directors, suppliers and agents (collectively, the "Semantics3 Indemnified Parties"), against any claim, 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 based on or arises in connection with your use of Product Data Services or Analytics (or the use of any of your accounts) specifically including, but not limited to: (a) any violation of this Agreement or applicable SOW; and (b) any claim that your use of Product Data Services or Analytics infringes any third party’s contractual or intellectual property right, is libelous or defamatory, or otherwise results in injury or damage to anyone or any entity. You agree to pay any and all costs, damages and expenses, including, but not limited to, all 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 claim ("Indemnified Claim"). Customer will not settle or compromise any Indemnified Claim in any way that impairs or jeopardizes Semantics3’s rights hereunder or subjects Semantics3 to liability without its prior written consent. Semantics3 disclaims any indemnifications for any Indemnified Claim.

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

16. Changes to this Agreement. We reserve the right, at our sole discretion, to change this Agreement on an ongoing basis at anytime, and will notify you by publishing the changes on www.semantics3.com with a link to the Terms of Service. If we determine the changes are material to your rights or obligations, we will provide additional notice before the changes becomes effective in a manner reasonably designed to notify you. If you continue to use Product Data Services or Analytics 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 anytime, or Semantics3 may terminate your access to and use of the Product Data Services or Analytics. 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.

17. Governing Law and Jurisdiction. This Agreement, SOW, 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, agent, and each of their respective employees, directors, and officers, will be governed by the laws of the State of California without conflict of laws principles, and will be brought exclusively in the state courts located in San Francisco County, California, or as an alternative option in Semantics3’s sole discretion a nearby state county court located in Northern 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 Parties 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 OR REPRESENTATIVE PROCEEDING.

18. Notices. Except as otherwise stated between you and Semantics3, all notices related to this Agreement or SOW will 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 you provide. Billing-related notices to you will be addressed to the relevant billing contact designated by you.

19. 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 Analytics and all related Product Data Services, including API access, Data, Deliverables, trial accounts, and any licensing agreements. No amendment to or modification of this Agreement, in whole or in part, will be 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.

20. 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 665 3rd Street Ste. 501, San Francisco, CA 94107.

Last updated 5th October 2017