This Terms of Service ("TOS") constitutes a binding contract between ("you" or "Customer") and Semantics3 Inc. ("Semantics3" or the “Company”), the provider of the service. By agreeing to the TOS, you represent and warrant to us 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. If you are using the service on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind such organization to this TOS, and you agree to be bound by this TOS on behalf of such organization. Your use of the service is expressly conditioned on your agreement to, and your continued compliance with, the terms and conditions laid out in the TOS, so you should take the time to fully understand how it governs your relationship with Semantics3 and your use of the service. If you do not agree to all the terms in this TOS, you should not use any service provided by Semantics3. This TOS may change from time to time and it is your responsibility to review them.
As used in the TOS, the term "Services" refers to all of the various features, services, and resources made available to you by Semantics3, including, but not limited to:
- Semantics3’s website, www.semantics3.com (including sub-domains, international versions, widgets, and mobile versions);
- Databases and datasets made available by Semantics3 for you to download;
- APIs and similar services made available by Semantics3 for you to retrieve data; and
- Semantics3 Analytics for your ecommerce store.
(a) “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, as well as the related documentation, provided by Semantics3 to you in connection with the Services.
(b) “Deliverables” means any tangible and intangible materials, including API access, Data, files, datasets, statistics, and recommendations prepared and customized by Semantics3, or its subcontractors, and delivered to you in the course of performing the Services.
(c) “Derived Data” means data or analysis incorporated by you into Customer’s products and services for your intended use case based on Data or Deliverables either by itself or in combination with other information, such as data obtained by the Customer from third party sources. “Deliverables” and “Derived Data” herein defined are not interchangeable terms.
(d) “Materials” means all content and other items included with or as part of the Services, Data, or Deliverables, but excluding Derived Data.
(e) “Service Level Agreement” means any dedicated and guarantee level of service assurance that is provided upon written agreement between the parties.
3. Fees for Services
You agree to pay Semantics3 all fees for Services you purchase in accordance with the pricing and payment terms presented to you for the Services. Where applicable, you will be billed either by credit card or an invoice sent by Semantics3. 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. If either 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, the Company may terminate or suspend your license and access to the Services.
4. Subscription and cancellation
(a) Certain Services related to Semantics3’s API service are billed on a subscription basis, which means you will be billed in advance on a recurring, periodic monthly billing cycle, unless otherwise agreed to in writing between the parties. Your subscription will automatically renew at the end of each billing cycle. Generally, if there is no written agreement that states otherwise, you can cancel the auto-renewal on your subscription at any time by emailing email@example.com and expressing your request for cancellation, and your subscription will continue until the end of that billing cycle before termination. If you do not want to be automatically charged for an upcoming billing cycle, you must cancel your contact Semantics3 at least five (5) business days before your billing cycle renews.
(b) For Semantics3 Analytics, payment is handled directly via Shopify Billing. To review the terms and services for Shopify Billing, please refer to the Shopify App Store Terms and Conditions under 'Payment, Taxes and Refund Policy'.
(c) For all billing schedules, please refer to your separately written agreement that details how your use of the Services will be billed.
5. How you can use the Services
Subject to payment in full for the applicable Services, Semantics3 grants you limited non-exclusive, non-transferable license (“License”) to: (a) access and make use of the Services to build applications and to conduct analysis for your intended use case through the Semantics3 APIs and/or datasets; (b) or to analyze your Shopify ecommerce store with Semantics3 Analytics. No other permission or license is granted unless you have a separate written agreement with Semantics3. The License does not allow any resale of the Services, any and all unmodified or modified data, contents, or any derivatives, except for Derived Data, as hereinabove defined.
6. License restrictions
You agree not to share, distribute, transfer, duplicate, copy, assign, make available, sell or resell any portion of, or access to, the Services without the express prior written consent of Semantics3. You may not download any Data, Deliverables, Materials, or other resource made available as part of the Services, except for temporary system caching necessary for your intended use of the Services in accordance with your written agreement with Semantics3. Additionally, you may not: (a) frame or mirror any part of the Services without the express prior written consent of Semantics3; (b) create a database or dataset by systematically downloading and storing content from the Services; (c) intentionally or unintentionally violate any applicable local, state, national or international law and any regulations having the force of law; (d) 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 Services or reproduce or circumvent the navigational structure or presentation of the Services; (e) attempt to use or gain unauthorized access to Semantics3 or to any third-party’s networks; (f) transmit unsolicited bulk or commercial messages; (g) reverse engineer, decompile, or otherwise attempt to gain access to the source code of the Services; (h) interfere with the normal operation, or disable or circumvent any security features, of the Services or subject any portion of the Services to the terms of any “open source” or “creative commons” license or use; or (i) restrict, inhibit, interfere with, or otherwise disrupt or cause a performance degradation to any Semantics3 (or Semantics3’s Services supplier) facilities used to deliver the Services. 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.
You may not transfer or assign your license and access to the Services, Data, Deliverables, or any rights conferred herein, without the written consent of Semantics3. Notwithstanding the foregoing sentence, either you may assign or transfer your license to the Services, Data, or Deliverables, and all of the rights and obligations under this TOS, in connection with a merger or consolidation, or a sale of all or substantially all of your assets or equity interest. Semantics3 reserves the right to terminate the Services if such assignment or transfer, as described herein, presents a direct competition or conflict of interest for Semantics3.
8. Semantics3 intellectual property rights
(a) All information posted on the website www.semantics.com are protected by copyright laws, trademark laws, and other intellectual property laws owned by Semantics3. Your use of the Services does not grant you the right, interest, or permission to use any logo or content of Semantics3. The Semantics3 trademark, brand name or logo, company insignia, or content are not available for use without Semantics3 expressed written permission in advance.
(b) As between the parties, all rights, title, and interest in the intellectual property (including all copyrights, patents, trademarks, trade secrets, and trade dress) embodied in the Materials, Data, Deliverables, including the methods by which the Services are performed and the processes that make up the Services, shall belong solely and exclusively to Semantics3 or its licensors, and Customer shall have no rights whatsoever in any of the above, except as limited and expressly granted in this TOS. Semantics3 and its applicable suppliers or licensors will retain exclusive ownership of all data obtained via the API, and owns all intellectual property rights, title, and interest in any ideas, concepts, know how, documentation, and techniques associated with such Services, Data and Deliverables.
(c) By using any and all of the Services provided by Semantics3, you grant Semantics3 the permission to use your brand name and logo, and trademark for internal and external marketing purposes without any further payment, notice or authorization.
9. Third party copyrights
Semantics3 does not have any right, title, ownership, or interest in third party copyrights of product images and product descriptions that you may obtain through the Services. Furthermore, Semantics3 does not have any right to or control of Customer’s Derived Data, therefore, in cases where third party copyrighted data may be included as part or all of the Services, Data or Deliverables, and Materials, Customer warrants and represents that its use of the Services, Data, Deliverables, and Materials 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.
10. Technical risks
The Data, Deliverables, and Services provided by Semantics3 include crawling (or “spidering”) of websites in which structured Data and Deliverables are 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 following risks (collectively, “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) Categorization of products is on a best efforts basis and Semantics3 makes no guarantee of accuracy;
- (d) The page structure of the merchant websites may have changed; and
Events such as above may result in Semantics3 being unable to provide its Data/Deliverables Services and to deliver Data/Deliverables in a timely manner. Semantics3 will inform the Customer immediately if such a risk were to materialize and will take measures to mitigate them. However, only if there is a Service Level Agreement between the parties will Semantics3 reasonably compensate Customer with a monthly credit (prorated for partial months) for amounts payable for the period of interruption of Services due to the manifestation of the above Technical Risks. Semantics3 expressly disclaims any liability and express or implied warranty in the event of such Technical Risks; and these Technical Risks are not covered by any guarantee of service under this TOS, except for such credit expressly provided only if there is a Service Level Agreement.
11. Warranty disclaimers
THE SERVICES IS PROVIDED ON AN "AS IS" AND "AS-AVAILABLE" BASIS, WITH ALL FAULTS AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SEMANTICS3 AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, OR STATUTORY WITH RESPECT TO THE SERVICES, THE SECURITY OF ANY DATA PROCESSED IN RELATION TO THE SERVICES, AND ALL INTELLECTUAL PROPERTY RIGHTS RELATED TO THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
YOU ACKNOWLEDGE THAT SEMANTICS3 MAKES NO WARRANTY THAT (a) USING THE SERVICES WILL MEET YOUR REQUIREMENTS; (b) SERVICES WILL BE UNINTERRUPTED, SECURE, TIMELY, OR ERROR-FREE; (c) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; (d) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS; OR (e) ANY ERRORS IN THE SERVICES WILL BE CORRECTED TO YOUR LIKING.
SEMANTICS3 MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICES IS WITH YOU. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES 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.
NO COMMUNICATION, ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SEMANTICS3 OR THROUGH THE SERVICES CAN MODIFY THE TERMS OF THE DISCLAIMER SET FORTH IN THIS TOS DOCUMENT OR CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.
12. Liability disclaimers
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 DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO: (a) ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES; (b) DAMAGES FOR LOSS OF USE, PROFITS, DATA OR OTHER INTANGIBLES; (c) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (d) UNAUTHORIZED ACCESS TO AND TAMPERING WITH YOUR PERSONAL INFORMATION OR TRANSMISSIONS, ARISING OUT OF OR RELATED TO THE USE; or (e) INABILITY TO USE OR NON-PERFORMANCE OF THE 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 SEMANTICS3 AND ANY OF ITS AFFILIATES OR SUPPLIERS TO YOU (OR ANY THIRD PARTY MAKING CLAIMS THROUGH YOU), FOR ANY DAMAGES WHATSOEVER, IS LIMITED TO TWO-HUNDRED FIFTY DOLLARS ($250.00).
NOTHING IN THIS SECTION SHALL EXCLUDE OR LIMIT SEMANTICS3’S WARRANTY OR LIABILITY FOR 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. SOME JURISDICTIONS DO NOT ALWAYS ENFORCE CLASS ACTION 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 LAW.
(a) You agree that Semantics3 may, without prior notice, immediately terminate your access to the Services if you do not comply with the TOS or if we are investigating suspected misconduct. Causes for termination may include, but are not be limited to: (i) breaches or violations of the TOS; (ii) requests by law enforcement or other government agencies; (iii) discontinuance or material modification to the Services (or any part thereof); and (iv) unexpected technical or security issues or problems.
(b) Termination may include: (i) removal of all access to the Services; (ii) removal of access and deletion of all related information; files and content associated with or inside the Services; and (iii) barring further use of the Services. Further, you agree that all terminations for cause shall be made in Semantics3's sole discretion and that Semantics3 shall not be liable to you or any third party for any termination of the Services.
(c) Upon termination, you are required to immediately delete any cached Data and Deliverables from your servers, unless you have a data licensing written agreement with Semantics3 whereby you are explicitly permitted to permanently store obtained data without further payment to Semantics3 and are not required to delete the data after termination.
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, 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 the Services (or the use of any of your accounts or sub-accounts) specifically including, but not limited to: (a) any violation of this TOS; and (b) any claim that your use of the Services and Derived Data infringes any third party’s 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, 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 any such claim.
16. Force majeure
Semantics3 shall not be liable to you for any failure to perform any of its obligations during the period in which such performance is delayed by circumstances beyond its reasonable control, such as fire, flood, war, embargo, strike, riot, terrorism, or the intervention of any governmental authority (a “Force Majeure”). In such event, however, Semantics3 will provide you with a written notice of the Force Majeure if such event materially affects your rights under this TOS. The Company’s time for performance will be excused for the duration of the Force Majeure, at no fault of the Company, and the time limit for performance of the work by Semantics3 shall be correspondingly extended.
17. Governing law; Jurisdiction; Venue
This TOS 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, shall be governed by the laws of the State of California without conflict of laws principles, and shall be brought exclusively in the state courts located San Francisco County, California or other nearby county courts, or federal courts located in the Northern District of California, USA. Furthermore, Customer and Semantics3 agree to submit to the personal jurisdiction of the state courts located San Francisco County, California, or other nearby county courts, and the federal courts located in the Northern District of California, USA, and agree to waive any and all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts.
18. No class actions
YOU AGREE TO NOT BRING ANY ACTION AGAINST SEMANTICS3 AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
19. Bench trial
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 TOS.
20. Entire agreement; Severability
This TOS 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 Data, Deliverables, Derived Data, Semantics Analytics, and/or Services. No amendment to or modification of this TOS, 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 TOS 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 TOS will remain in full force and will not be terminated.
21. Changes to this Terms of Service
We reserve the right, at our discretion, to change these TOS 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 we determine the changes are material to your privacy rights, we will provide additional notice before the changes becomes effective in a manner reasonably designed to promptly notify you. If you continue to use the Services after you are notified of the changes, you will be considered as having expressly consented to the changes in the TOS. If you disagree with the terms of the TOS, or the updated terms, you may close your account, if one exists, at anytime, or the Company may terminate your access to and use of the Service. All other changes are effective upon publication of the changed TOS. Disputes arising under the TOS will be resolved in accordance with the TOS in effect at the time the dispute arose.
B. This TOS or your use of the Services does not create a partnership, joint venture, or agency relationship between you and the Company. You and the Company agree to perform the obligations of this TOS as independent contractors.
23. Contact information
Any questions, concerns, or comments you have about the Terms of Service may be directed to Semantics3 at firstname.lastname@example.org, or your snail mail can be addressed to 665 3rd St #501, San Francisco, CA 94107.
Last updated November 2016