This API License Agreement (the "Agreement") is between you and Semantria, LLC ("Semantria", “we”, or “us”) and governs your use of the Semantria API provided by Semantria. Semantria is willing to license its Service (Semantria API) to you, subject to and in accordance with the terms and conditions of this Agreement. You must read and accept these terms and conditions in order to access and use the Semantria API. By accessing and using the Semantria API, you are consenting to be bound by this Agreement. If you are agreeing to these terms on behalf of a business, you represent and warrant that you have authority to bind that business to this Agreement, and your agreement to these terms will be treated as the agreement of the business. In that event, "you" and "your" refer herein to that business. If you or your employer have entered into a separate written agreement with Semantria governing your use of the Semantria API, then the terms and conditions of that separate agreement will prevail and govern, and any conflicting terms of this Agreement will not be given effect.
1. Service License.
Subject to your continuous compliance with the terms and conditions of this Agreement, Semantria grants you a nonexclusive, revocable license to use the Semantria API, to use, reproduce, distribute, transmit, publicly display and publicly perform the Semantria API output. Note: Semantria users are prohibited from accessing Semantria’s API for benchmarking or competitive analysis purposes.
2. Content Delivery.
Semantria will make the Service Output available to you electronically (the "API"). By creating an Semantria account, you agree to be globally subscribed to all Semantria marketing and system emails. You will have the option to unsubscribe from these emails at any time.
You will retain ownership of our output while Semantria retains ownership of its processing service and its configuration. You are allowed to influence our output by asking us to make specific changes to your configuration. Semantria reserves any and all rights not specifically granted to you herein.
Semantria will make available its web and email based support services for the API, which provides you with access to its knowledgebase archive to assist in troubleshooting and answering questions of a general nature regarding the API. You are responsible for providing all support and/or technical assistance to your end users regarding the use of your Service (including any issues related to the Content and the API). Semantria will not provide support and/or technical assistance directly to your end users, if applicable.
Semantria will not share content that you pull through the API with anyone under any circumstances. Semantria may use content metrics and account metrics for internal market research purposes, as well as to optimize the API configuration and scale it. None of this content will be released to third parties. Content given by you is stored on our servers for up to 24 hours (temporary queue/cash where it is stored before processing, after it's retrieved it remains on our side for 15 minutes) and is permanently deleted after. Content will not be copied as a part of backup procedures.
6. Your Obligations.
(i) Semantria Attribution
You are only obligated to include the Semantria logo, "powered by Semantria " or other mutually agreed upon attribution on any screen within your Service where Semantria API content is displayed, when mutually agreed upon with Semantria.
(ii) No Redistribution
Unless expressly authorized by Semantria, you may not distribute, sublicense, lease, rent or re-syndicate the Content or the API on a stand-alone basis, or display or perform the Content anywhere except on your Service. You may not authorize any third parties to do anything that would violate these Content Use Restrictions. You also may not use one account to power multiple companies/products/business models of your own.
iii) Content Updates
You must use your best efforts to drive in clean content (stripped of any tags, HTML, etc.) as it directly affects API performance and accuracy.
You must comply with all laws, statutes, ordinances and regulations that are applicable to your provision of the Semantria API service to your end users and other activities under this Agreement. You acknowledge and agree that Semantria may monitor your use of Semantria API for the purpose of ensuring quality, improving Semantria products and services and confirming your compliance with the terms and conditions of this Agreement. You may not interfere with such monitoring or in any way attempt to conceal your activities hereunder.
You represent and warrant that you have the necessary power and authority to enter into this Agreement and to perform the obligations hereunder and to grant all of the rights granted under this Agreement.
vi) Security Understanding
You acknowledge and understand Semantria’s security procedures and protocols, as documented by Semantria. Any action by you, intentional or otherwise, that compromises security will render you accountable for any damages caused to Semantria.
a) NO CONFLICTING USES - You may not use the Semantria API, API output, configuration, or any Semantria documentation to replicate, frame or mirror the Semantria Service. Except with the prior written consent of Semantria, you may not engage, directly or indirectly, in any business activity, if such business activity conflicts with, or places you in a conflicting position to that of Semantria or the Semantria Service, or is specifically intended to purposefully divert and/or drive existing customers away from the Semantria Service. Except as expressly authorized herein, you may not develop or instruct any third party to develop a web site that reasonably may be deemed to be competitive with the Semantria Service (for instance by developing a similar API or featuring and displaying portions of API) unless Semantria provides written consent to you prior to the undertaking of the development and launch of such web site.
b) API USE - You will not use Semantria API to process the following content, unless specifically permitted by Semantria:
- Contain or promote sexually explicit, lewd and/or pornographic materials, or depictions of violent or sexual acts;
- Promote violence, hate, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
- Be libelous, defamatory, knowingly false or misrepresent another person;
- Harass, threaten, abuse or insult end users or any other person;
- Be unlawful or facilitate the violation of any applicable law, regulation or governmental policy; or promote illegal activities;
- Infringe upon the intellectual property rights of any third party, including the copyrights, trademarks, trade names, trade secrets or patents of such third party;
- Offer or disseminates any fraudulent goods, services, schemes or promotions, including any make- money-fast schemes, chain letters, or pyramid (ponzi) schemes;
- Violate the privacy, publicity, moral or any other right of any third party; or
- Be harmful to the Semantria Service or any end user’s or other third party's systems and networks, including any transmissions, which may damage, interfere with, surreptitiously intercept, or expropriate any system, program, data or personal information.
c) USER DATA - You may only use the Semantria API output or any other information provided by Semantria and any data resulting or provided therefrom for internal purposes only and, unless expressly authorized herein, you may not publicly release or disclose any data or usage statistics or other information (in the aggregate or otherwise) regarding the Content. You agree to and will make available to Semantria any data, usage statistics or other information (in the aggregate) regarding the access and use of the Semantria API.
d) NO INTERFERENCE - You will not attempt to interfere with or disrupt the API or attempt to gain access to any systems or networks that connect thereto (except as required to access and use the API or its configurations). You may not use or access the Semantria API for purposes of monitoring its or the Semantria Service's availability, performance or functionality, or for any other benchmarking or competitive purposes. You may not (or attempt to) interfere, disrupt or disable any features or functionality that is embedded or included with the Semantria API.
Semantria may immediately suspend access to the Semantria API and/ or terminate this Agreement at any time, for any reason or no reason, with notice (including by email) to you. Semantria will not be liable for any costs, expenses, or damages as a result of its termination of this Agreement. Upon termination of this Agreement, you will promptly cease using the Content and will remove all Content and all copies and portions thereof, in all forms and types of media from your Service. Sections 3, and 7-10 will survive the termination of this Agreement.
The Semantria API is provided "AS IS" on an "AS AVAILABLE" basis without warranty or condition of any kind. Semantria disclaims all warranties; express or implied, including implied warranties of merchantability, fitness for a particular purpose and non-infringement, and any warranties or conditions arising out of course of dealing or usage of trade. Semantria is not responsible or liable (and makes no representation or warranty) for the accuracy, content, completeness, legality, reliability, or availability of the API. Semantria hosts the Semantria API on third party infrastructure (Amazon EC2 Cloud) and is not liable for any problems (costs, damages, etc.) caused by hosting failures (as officially stated by Amazon EC2 Status Updates).
You will indemnify, defend (or settle) and hold Semantria harmless from any and all claims, damages, liabilities, actions, judgments, costs and expenses (including reasonable attorneys' entitled to recover its reasonable fees) brought by a third party arising out of or in connection with (i) your unauthorized use of the Content; or (ii) your breach or alleged breach of any of your obligations or representations under this Agreement.
10. Limitation of Liability.
IN NO EVENT WILL SEMANTRIA BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES WHATSOEVER (INCLUDING LOSS OF PROFITS, BUSINESS INTERRUPTION, OR USE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE CONTENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
This Agreement will be governed by and construed in accordance with the laws of the state of Delaware, United States, excluding that body of law pertaining to conflict of laws. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in Delaware and you hereby irrevocably consent to the personal jurisdiction and venue therein. If any action is necessary to enforce the terms of this Agreement, the prevailing party will be entitled to recover its reasonable attorneys' fees, costs and expenses in addition to any other relief to which such prevailing party may be entitled. You may not assign this Agreement, in whole or in part, by operation of law or otherwise, without Semantria 's express prior written consent. Any attempt to assign this Agreement, without such consent, will be null and of no effect. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party's successors and permitted assigns. The parties to this Agreement are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between the parties. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by the parties hereto. The waiver of any breach of any provision of this Agreement will not constitute a waiver of any subsequent breach of the same other provisions hereof. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of the Agreement will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law. This Agreement constitutes the complete and exclusive understanding and agreement of the parties with respect to the subject matter hereof and supersedes all prior understandings and agreements, whether written or oral, with respect to the subject matter hereof.