These API Terms of Service ("Terms") apply to and govern all usage of SigParser's APIs (as defined below) and deployments of Software (as defined below). The person accepting these Terms in a representative capacity represents and warrants that he or she is operating within the scope of his or her authority and is authorized to accept these Terms on behalf of the company or corporation ("Customer") that he or she represents. These Terms: (a) supersede and replace any previously accepted Terms of Service, (b) are incorporated into all Customer orders, regardless of form (i.e., whether online or by an executed Order form), (c) govern Customer's subscription access to the Services (as defined below), and (d) control Customer's licensed use of the Software (as defined below). SigParser and Customer agree as follows:
1. DEFINITIONS
1.1 "Action" means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, including civil, criminal, administrative, regulatory, or other, whether at law, in equity or otherwise.
1.2 "Ancillary Application" means any Customer-developed, Customer-owned, or third party application, program, code, API, software, service, website, or interface that Customer uses to interoperate with the Services and Software.
1.3 "Applicable Laws" means any applicable statute, law, regulation, ordinance, rule, determination, judgment, rule of law, order, decree, permit, approval, concession, grant, franchise, license, requirement, or any similar form of decision of, or any provision or condition of any permit, license or other operating authorization issued by any governmental authority having or asserting jurisdiction over the matter or matters in question, whether now or hereafter in effect.
1.4 "API" means any of SigParser's proprietary application programming interfaces that are used in conjunction with the Services and Software.
1.5 "Combined Product" means any Customer product, software, services, or platform with which or into which the Software and/or Services are incorporated, embedded, or integrated.
1.6 "Customer" means the person and/or entity that accepts these Terms (or executes an Order form) and, where appropriate for these Terms, includes the entity's affiliates, employees, agents, and authorized users of the Services and Software.
1.7 "Customer Data" means all the information and data, regardless of type or format, that Customer provides to SigParser for purposes of (a) using the Services and Software, and (b) facilitating Customer use of the Services and Software.
1.8 "Data Protection Law" means all laws and regulations, including without limitation laws and regulations of the European Union, the United Kingdom, Switzerland, and nations within the European Economic Area, applicable to the processing of "Personal Data" (as defined by applicable Data Protection Law), including where applicable the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2020, the EU GDPR, the UK GDPR, UK Data Protection Act 2018, Swiss Federal Data Protection Act of June 1992 and its Ordinance, the California Consumer Privacy Act of 2018, and any applicable national implementing laws, regulations and secondary legislation relating to the processing of Personal Data and the privacy of electronic communications, as amended, replaced or updated from time to time, including the Privacy and Electronic Communications Directive (2002/58/EC) and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426).
1.9 "Derivative Works" means, with respect to the Services and Software, the following: (a) for copyrightable or copyrighted material, any translation, abridgment, revision, modification or other form in which such material may be recast, transformed or adapted, as defined in the United States Copyright Act, 17 USC ยง101; (b) for patentable or patented material, any improvement thereon; and (c) for material which is protected by trade secret, any new material derived from such existing trade secret material, any of which, if prepared without authorization by the owner of the preexisting work, would constitute an infringement or misappropriation of the copyright or other Intellectual Property rights of SigParser.
1.10 "Documentation" means all end-user, product support, technical service and other written instructions, information, guides, scripts, and materials relating to the Services and Software that SigParser provides or makes available to customers, licensees, and authorized users which describe the functionality, components, features, or requirements of the Services and Software, including any aspect of the installation, configuration, integration, operation, or use of the SigParser Properties (as defined below).
1.11 "End User" means any person, entity, or third party using the Combined Product pursuant to Customer's terms of service ("TOS" as defined below) and/or end user license agreement ("EULA" as defined below) for his/her/its ordinary personal or internal business purposes, but not for purposes of marketing, commercialization, distribution, or resale.
1.12 "EULA" means an enforceable end user license agreement between Customer and its customers whereby Customer grants restricted access or revocable use rights to the Combined Product on terms and conditions consistent with these Terms.
1.13 "Intellectual Property" means all technologies, procedures, trade secrets, processes, designs, inventions, discoveries, know-how, methods, works of authorship and other proprietary information, including without limitation: (a) all patents, copyrights, mask work rights and other proprietary rights relating thereto; (b) all information and data which is not generally known, (including formulae, procedures, protocols, applications, algorithms, code, scripts, test sets, techniques and results of experimentation and validation) that is necessary or useful to make, use, develop, sell or market software in which a party has an ownership or licensable interest; (c) all patent applications heretofore or hereafter filed or having legal force in any country, owned by or licensed to a party or to which a party otherwise acquires rights, which claim software or use of software, together with any and all patents that have issued or in the future issue therefrom; and (d) all divisionals, continuations, continuations-in-part, reissues, renewals, extensions or additions to any such patents and patent applications.
1.14 "Loss" or "Losses" means any and all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees and the costs of (a) enforcing any right to indemnification hereunder, and (b) pursuing any insurance providers.
1.15 "Parsed Data" means the Customer Data, in the general form of emails, that is processed or "parsed" by the Services and Software.
1.16 "Product Update" means any update, upgrade, revision, or modification of the Software that SigParser may in its discretion provide and which may contain enhancements, improvements, or other changes to the functionality, compatibility, capabilities, performance, efficiency, or quality of the Software.
1.17 "Representatives" means, with respect to a party, that party's employees, officers, managers, directors, consultants, agents, contractors, service providers, subcontractors, and legal advisors.
1.18 "Services" means, collectively and without limitation, SigParser's cloud-based software, code, databases, algorithms, applications, APIs, functionality, and technical tools that enable the mining and parsing of Customer Data and transfer or storage of Parsed Data.
1.19 "SigParser Properties" means any and all of SigParser's Services, Software, Product Updates, Documentation, Marks, Confidential Information (as defined below), APIs, and other technologies, information, and materials provided (or made available) by SigParser to Customer for purposes of these Terms.
1.20 "Software" means, collectively and without limitation, SigParser's downloadable and/or executable software, programs, applications, libraries, assemblies, code, and APIs that Customer hosts on its premises or in a Customer-controlled cloud environment.
1.21 "TOS" means an enforceable terms of service agreement between Customer and its customers whereby Customer sells or provides access to its software, services, products, or platform on terms and conditions consistent with these Terms.
2. TERM
2.1 Trial Term. Upon acceptance of these Terms, SigParser will provide Customer with a free trial term of 500 API requests. The trial term includes a technical onboarding support session.
2.2 Monthly Term. Following the trial term, this agreement becomes a calendar monthly contract that commences on the day of account activation. The calendar monthly term will successively renew thereafter until cancelled by Customer or terminated in accordance with Section 16 below.
2.3 Cancellation. Customer may cancel its subscription or license, as applicable, by providing SigParser with five (5) days written notice before the next calendar monthly term begins. No such cancellation shall relieve Customer of its obligation to pay any accrued Fee (as defined below).
3. FEE
3.1 Monthly Fee. Customer shall pay SigParser a fee (the "Fee") based on the number of API requests that Customer makes to the Contact Parsing API and/or Message Parsing API each calendar month.
3.2 Fee Pricing. The current term pricing Fee for the (a) Contact Parsing API, and (b) Message Parsing API is posted at this link:https://sigparser.com/developers/api-pricing/. The Fee for each API is based on the number of requests Customer makes to the applicable API each calendar month.
3.3 Fee Changes. SigParser reserves the right to adjust its posted Fee pricing. Although SigParser will use reasonable efforts to provide email notice of any such adjustments, price changes will become effective thirty-one (31) days after being posted to the Section 3.2 pricing link. If Customer does not provide notice of cancellation at least five (5) days before the new Fee pricing goes into effect, Customer shall be deemed to have accepted the new Fee pricing terms. CUSTOMER SHOULD REGULARLY REVIEW THE SECTION 3.2 FEE PRICING PAGE FOR NOTICE OF FEE CHANGES.
3.4 No Price Change for Pre-January 19, 2022 Legacy Customer. If Customer accepted SigParser's online Terms of Service (https://sigparser.com/home/terms/) before January 19, 2022 ("Legacy Customer"), there is no price change for API usage; provided however, SigParser reserves the right to adjust the Fee pursuant to Section 3.3 above. Legacy Customer ("Customer") must, however, accept these Terms.
3.5 Order Form (Custom Fee). If Customer has special requests or needs, SigParser may offer custom products and pricing. Please contact SigParser at (support@sigparser.com) for additional information and an Order form. Any such Order form shall state the Fee, and additional terms as applicable. Upon acceptance by Customer, the Order form shall be incorporated into these Terms. If there is any conflict between these Terms and the terms of an executed Order, the latter shall control.
4. PAYMENT
4.1 Terms. Following each calendar month of the term, SigParser shall: (a) tabulate the number and type of API requests made by Customer for the previous month or term, (b) calculate the Fee in accordance with Section 3 above or Order form, as applicable, (c) provide Customer with a corresponding invoice, and (d) charge or debit Customer's bankcard that is kept on file with SigParser for purposes of payment. All invoice and Fee disputes must be made within thirty (30) days of invoice receipt.
4.2 Payment. Customer shall pay the applicable calendar monthly Fee by designating a bankcard for payment of the Fee in accordance with these Terms. Customer hereby authorizes SigParser to charge or debit the designated bankcard to pay the applicable Fee, and to continue to attempt to charge the Fee described herein until the Fee is paid in full. If payment is declined, or SigParser does not receive payment from the bankcard issuer, Customer shall pay all Fee amounts due upon demand by SigParser.
4.3 Late Payment. Any late payments are subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less. SigParser reserves the right to disable the Software or suspend access to the Services due to declined bankcard charges or late payment.
4.4 Taxes. SigParser has not paid any taxes or other government fees or charges arising out of or which are payable by reason of the Fee or any other amount Customer pays to SigParser pursuant to these Terms. SigParser is not responsible for any national, federal, regional, provincial, city, or local excise, sales, use, withholding, value added, other taxes or governmental fees (collectively, "Taxes"). Customer is responsible for all Taxes, other than Taxes on SigParser's net income. If SigParser is required to pay any Taxes that are Customer's responsibility under these Terms, SigParser will invoice Customer for such Taxes and Customer shall pay the invoice within thirty (30) days after receipt.
5. DATA SECURITY and PRIVACY
5.1 SOC2 Certification. SigParser adheres to industry "best practices" security standards and maintains SOC2 Type II Certification. During the term hereof, SigParser has an ongoing obligation to maintain the foregoing certification.
5.2 Safeguards. SigParser shall maintain administrative, technical, physical, and other safeguards designed to protect Customer Data. Except as necessary to provide the Services or support the Software, SigParser will not access or modify Customer Data except in response to Customer's request in connection with correcting a service problem. Upon request, SigParser will provide Customer with a confidential document that comprehensively describes SigParser's security practices and procedures.
5.3 Privacy. In connection with the provision of Services hereunder, SigParser shall comply with written instructions provided by Customer for processing and/or storage of Customer Data and privacy laws and regulations applicable to such processing. If a governmental authority or other authority claiming to have jurisdiction requests or requires that any Customer Data be disclosed, SigParser shall as soon as practicable, if allowed by law, inform Customer of the request or requirement and reasonably cooperate with Customer in any defense Customer wishes to make to the request or requirement, provided, however, that the foregoing cooperation shall be at Customer's expense.
6. CUSTOMER DATA
6.1 Customer Data. Customer owns and shall retain all right, title, and interest in and to the Customer Data. Customer Data shall be considered Confidential Information and held in accordance with Section 7 below. Customer grants SigParser a non-exclusive, non-sublicensable, non-transferable, royalty-free license to access, process, store, transmit, and otherwise make use of Customer Data as necessary to provide the Services and fulfill SigParser's obligations under these Terms. Customer represents and warrants that it (a) has the right to grant the license contained in this Section, and (b) will provide Customer Data to SigParser in strict compliance with Applicable Laws. Customer is solely responsible for the accuracy and content of the Customer Data. SigParser shall not (i) use the Customer Data other than in connection with providing the Services or as expressly permitted by these Terms, (ii) disclose, sell, assign, or otherwise provide Customer Data to third parties, or (iii) commercially exploit the Customer Data.
6.2 Aggregate Data. SigParser may collect, develop, create, extract, compile, synthesize, analyze, and commercialize statistics, benchmarks, measures, and other information based on Aggregate Data. "Aggregate Data" means data related to or derived from Customer's use of the Services, provided that such data is: (a) disassociated from Customer, (b) fully anonymized and not identifiable to any person or entity; and (c) combined with the data of other customers or additional data sources. SigParser shall own all Aggregate Data and may use it for any lawful purpose, including the rights to: (i) provide Aggregate Data to third parties in compliance with Applicable Laws; and (ii) develop, test, improve, modify, distribute, create derivative works from, and otherwise commercialize Aggregate Data.
7. CONFIDENTIAL INFORMATION
7.1 Nondisclosure. All Confidential Information (as defined below) disclosed by one party to the other party shall be safeguarded by the recipient from unauthorized disclosure to third parties and held in confidence. Without the need to be designated or marked as confidential, proprietary, or secret, "Confidential Information" shall include, without limitation: (a) Customer Data, (b) oral or written information exchanged between the parties in connection with their software, business, systems, and operations, and (c) information made available under or in connection with these Terms. Notwithstanding the foregoing, information shall not be subject to such confidentiality obligations if it: (i) is already known to the receiving party at the time it is obtained; (ii) is or becomes publicly known or available through no wrongful act of the receiving party; (iii) is rightfully received from a third party who is not under a duty of confidentiality; (iv) has been or is independently developed or discovered by the receiving party, as demonstrated by files created at the time of such independent development or discovery; or (v) is required to be disclosed by the receiving party pursuant to a requirement of a court order, subpoena, governmental or regulatory agency or law (provided the receiving party will provide the other party written notice of such requirement, to the extent such notice is permitted). Each party's obligations under this Section 7 shall survive until the longer of: (x) such time as the Confidential Information becomes publicly known and made generally available through no action or inaction of the recipient, or (y) such time as the Confidential Information disclosed hereunder remains within the definition of Confidential Information.
7.2 Permitted Disclosure. Recipient may disclose the disclosing party's Confidential Information to its Representatives having a need to know the information to carry out its obligations under these Terms and who are bound by obligations of confidentiality to recipient. Recipient shall be responsible for any breach of this Section 7 by its Representatives.
7.3 Disposition. Immediately upon request of the disclosing party, the recipient will, and will cause its Representatives to, delete and destroy the disclosing party's Confidential Information and shall provide a certification as to such deletion and destruction upon written request of the disclosing party. Notwithstanding the foregoing, the recipient may retain disclosing party's Confidential Information for its internal legal and compliance purposes, provided that the obligations of confidentiality shall remain in effect for so long as it is retained.
8. DATA PROTECTION LAW
8.1 Compliance. SigParser complies with applicable Data Protection Law and has on ongoing obligation to comply with such law. When appropriate or required, SigParser and Customer shall execute a Data Processing Agreement ("DPA") that includes the Standard Contractual Clauses ("SCCs"). The parties shall reasonably cooperate with respect to any DPA.
8.2 Transfers. Although the Privacy Shield (EU-US and Swiss-US) was invalidated in 2020 as the sole source of adequacy for cross border data transfers with the European Union, SigParser maintains the level of commitment to data protection safeguards for which the Privacy Shield was created. If Customer is located within the EEA or is otherwise subject to Data Protection Law, the parties will execute a DPA so that cross border data transfers occur pursuant to the SCCs.
8.3 Consents. As between the parties, Customer shall be solely responsible for the legality of data subject consents and the means by which Customer and its customers obtain Personal Data (as defined by Data Protection Law) that is submitted or transferred to the Software or Services for processing or sub-processing, as applicable. Customer shall be solely responsible and liable for any use of the Software or Services in violation of applicable Data Protection Law.
9. SERVICES ACCESS (HOSTED API) & SOFTWARE LICENSE (PREMISES API)
9.1 Services Access. Subject to Customer's payment of the Fee and compliance with these Terms, SigParser grants to Customer the right to use and access the Services. This right of access and use to the Services is a subscription and not a license. SigParser reserves the right to restrict, suspend, or terminate access to the Services due to Customer's breach of these Terms.
9.2 Software License. Subject to Customer's payment of the Fee and compliance with these Terms, SigParser grants to Customer a non-exclusive, non-transferable, non-sublicensable (except to Customer's customers pursuant to a EULA and/or TOS), and revocable license (the "Software License") to use the Software, subject to Section 10 (Restrictions). Upon any termination of these Terms: (a) the Software License shall immediately terminate, (b) Customer (and Customer's customers, if applicable) shall cease all use of the Software, and (c) Customer shall certify, upon SigParser's written request, that it has returned or destroyed the Software and any copies thereof.
9.3 No Implied Rights. The Services and Software are provided to Customer solely for purposes permitted by these Terms. Nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, to Customer, its affiliate(s), Representatives, or third parties any Intellectual Property rights or other right, title, or interest in or to the Services or Software.
9.4 Documentation. SigParser will provide and/or make available Documentation related to the Services and Software. Customer may use the Documentation only for internal business purposes in accordance with these Terms. Customer shall not distribute, modify, or make Derivative Works of the Documentation without SigParser's written consent, to be determined in its absolute discretion.
10. RESTRICTIONS
10.1 Restrictions. Customer shall not at any time, directly or indirectly: (a) market, sell, distribute, license, or otherwise make available the Services or Software as a single product, a stand-alone product, or a product separate and distinct from Customer's products (i.e., no re-branding of the Services or Software and no distributing or reselling of the Services or Software); (b) attempt to derive or gain access to the source code of the Services or Software or any part thereof; (c) bypass, breach, or disable any security device, copy control, or digital rights management tool, or other protection used in or by the Services or Software; (d) represent itself as an agent of SigParser, commit SigParser to any contracts, or incur any obligation or liability whatsoever on behalf of SigParser for any purpose; or (e) under or in connection with these Terms, perform any act that, or fail to perform any act the omission of which, infringes, misappropriates, or otherwise violates any Intellectual Property right or other right of any person or third party, or otherwise violates any Applicable Law.
10.2 No Derivations. Customer shall not: (a) modify, adapt, alter, translate, or create Derivative Works of the Services or Software; (b) reverse engineer, decompile, or disassemble the Services or Software; (c) access or use the Services or Software for purposes of benchmarking or creating test sets; (d) create training sets from the Services or Software application data for machine learning, benchmarking, or algorithm purposes; or (e) otherwise use or copy the Services or Software in a manner that infringes on or otherwise misappropriates SigParser's Intellectual Property rights.
10.3 Acceptable Use. Customer and its Representatives shall not: (a) engage in acts that constitute misuse or abuse of the Services; (b) use the Services in any manner or for any purpose other than as expressly permitted by these Terms; (c) sell, lend, rent, resell, lease, sub-license (except to Customer's end users or customers as expressly permitted by Section 11 below) or otherwise transfer any of the rights or materials granted or provided to Customer with respect to the Services or Software to any third party; (d) remove, obscure or alter any proprietary rights notice pertaining to the Services or Software; (e) access or use the Services or Software in a way intended to improperly avoid incurring fees or exceeding any applicable usage limits or quotas; (f) interfere with or disrupt servers or networks used by SigParser to provide the Services, or violate any third party regulations, policies or procedures of such servers or networks or harass or interfere with another user's full use and enjoyment of any of the Services; (g) access or attempt to access SigParser's accounts, computer systems or networks not covered by these Terms, through password mining or any other means; (h) connect e-mail accounts or other systems to the Services or Software without first obtaining a right to access those e-mails and other systems; (i) attempt to gain access to e-mails and e-mail accounts for which Customer has no legitimate business purpose or other lawful basis or authority to access; or (j) attempt to probe, scan, or test the vulnerability of any element of the Services or a related system, account, or network.
11. CUSTOMER OBLIGATIONS
11.1 Software Updates and Maintenance. SigParser will provide periodic Software updates at no additional cost to Customer, provided, however, that Customer shall install and configure all such updates at its own cost and expense. To ensure Software functionality and security, Customer shall promptly install all updates as they become available or are provided by SigParser. If SigParser provides Customer with a Software security advisory and patch, Customer shall promptly install the patch. SigParser shall have no liability to Customer for degraded Software performance, including without limitation security incidents, arising from or related to Customer's failure to maintain the Software in accordance with this Section.
11.2 Enforceable EULA and/or TOS. Customer shall ensure that all third parties (including but not limited to Customer's customers and end users) are aware of, and accept the terms and conditions of Customer's EULA and/or TOS before using or accessing any Combined Product. Customer represents and warrants that its EULA and/or TOS include appropriate references to its licensors in all sections or provisions that protect or preserve Intellectual Property rights. Customer shall provide SigParser with prompt written notice of any actual or suspected breaches of its EULA and/or TOS that are related in any way to the Services, Software, or SigParser's Intellectual Property rights.
11.3 Cooperation and Notice of Infringement. Customer shall: (a) safeguard the Services and Software from infringement, misappropriation, theft, misuse, and unauthorized access; (b) at Customer's expense, take all such steps as SigParser may reasonably require to assist it in maintaining the validity, enforceability, and SigParser's ownership of the Intellectual Property rights in and to the Services/Software; (c) promptly notify SigParser in writing if Customer becomes aware of (i) any actual or suspected infringement, misappropriation, or other violation of SigParser's Intellectual Property rights in or relating to the Services/Software, or (ii) any claim that the Services or Software, including any production, marketing, distribution, licensing, sale, use, or other disposition of the Services/Software, whether or not as incorporated into or combined with a Customer product or Combined Product, infringes, misappropriates, or otherwise violates the rights of any third party; and (d) fully cooperate with and assist SigParser in all reasonable ways in the conduct of any Action related to the foregoing (a) through (c), including having Customer's employees testify when requested and making available for discovery or trial relevant records, papers, information, samples, data, and the like.
11.4 Export Laws. Customer represents, warrants and hereby gives written assurance to SigParser that it will do all things necessary to comply with the current United States Export Administration laws and regulations as they apply to the Services, Software, any Combined Product and all other things delivered to, or derived from things delivered to, Customer under this Agreement (all and any part of such things collectively referred to as "Technical Data"). Customer agrees to comply with these laws and regulations as they apply at the time of exporting said Technical Data, as they may be revised and modified by U.S. Government at various times.
12. INTELLECTUAL PROPERTY
12.1 Intellectual Property. SigParser alone shall own all right, title, and interest, including all related Intellectual Property rights, in and to the SigParser Properties and any Derivative Works. These Terms are not a sale and do not convey to Customer any rights of ownership in or related to the SigParser Properties or Derivative Works. SigParser is and shall remain the sole and exclusive owner of all right, title, and interest in and to the patent rights, copyrights, trade secret rights, design rights, and other Intellectual Property rights (whether registered, registrable or otherwise) related to the SigParser Properties and any Derivative Works.
12.2 Trade Secret. The source code of the Services and Software is a trade secret that has substantial economic value and is not generally known. SigParser has taken reasonable measures to maintain the secrecy of the foregoing source code. Customer represents and warrants that it will not attempt to discover the source code or use such code in violation of these Terms.
12.3 SigParser Marks. Customer shall not use any of SigParser's Marks (as defined below) without SigParser's express written consent, which SigParser may provide in its sole discretion. All other Marks appearing on the SigParser website or in connection with the Services are Marks of their respective owners, and SigParser's reference to them does not imply or indicate any approval or endorsement by the Mark owners unless such approval or endorsement is expressly made. "Marks" means all trademarks, service marks, trade names, service names, brand names, trade dress rights, logos, corporate names, trade styles, logos, and other source or business identifiers, along with all applications, registrations, renewals, and extensions thereof.
12.4 Feedback. Except to the limited extent that Section 7 above governs Feedback that constitutes Customer's Confidential Information, nothing in these Terms restricts SigParser's right to use, profit from, disclose, or otherwise exploit Feedback (as defined below), without compensating or crediting the Customer, Representative, or individual providing such Feedback. "Feedback" means any suggestion or idea for improving or otherwise modifying the SigParser Properties. Notwithstanding the provisions of Section 7 above, Customer may not designate Feedback as its Confidential Information to the extent that such Feedback relates to SigParser's Services or Software. Customer has no obligation to provide Feedback and SigParser has no obligation to implement Feedback. If SigParser uses or implements Feedback, Customer grants to SigParser a non-exclusive, worldwide, royalty-free license that is sub-licensable and transferable, to make, use, sell, have made, offer to sell, reproduce, publicly display, distribute, modify, or publicly perform the Feedback in any manner without any obligation, royalty or restriction based on Intellectual Property rights or otherwise.
13. WARRANTIES
13.1 Disclaimer. Except for the warranty expressly provided in Section 13.2 (Non-Infringement), SIGPARSER DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND ADEQUATE PERFORMANCE. SIGPARSER PROVIDES THE SERVICES AND SOFTWARE ON AN "AS IS" BASIS "WITH ALL FAULTS" AND "AS AVAILABLE." SIGPARSER DOES NOT WARRANT THE TIMELINESS, ACCURACY, OR RELIABILITY OF THE SERVICES OR SOFTWARE. WITHOUT LIMITING THE FOREGOING, SIGPARSER DOES NOT WARRANT THAT ALL FAULTS CAN BE CORRECTED, OR THAT OPERATION OF THE SOFTWARE AND USE OF THE SERVICES SHALL BE UNINTERRUPTED OR ERROR-FREE. SIGPARSER DOES NOT WARRANT OR GUARANTEE THE SERVICES AND SOFTWARE WILL BE SECURE OR COMPATIBLE WITH ANCILLARY APPLICATIONS, OR THAT DATA LOSS OR CORRUPTION WILL NOT OCCUR, NOR DOES SIGPARSER WARRANT OR GUARANTEE ANY CONNECTION TO OR TRANSMISSION FROM COMPUTER NETWORKS.
13.2 Non-Infringement. SigParser warrants that Customer's use of the Services and Software in accordance with these Terms and compliance with Applicable Laws will not infringe any Intellectual Property right of any third party. SigParser agrees to indemnify Customer with respect to any third party claim that the Services and/or Software infringe on the Intellectual Property rights of such third party. SigParser's obligations under this non-infringement indemnity are conditioned upon Customer (i) giving SigParser prompt written notice of the third party claim, (ii) permitting SigParser to retain sole control of the investigation, defense or settlement of the claim, and (iii) using all reasonable efforts to mitigate any actual or anticipated claims and providing SigParser with cooperation and assistance as SigParser may reasonably request in connection with the claim. SigParser will have no obligation hereunder to indemnify against any claim (a) resulting from use of the SigPasrer Properties other than as authorized by these Terms, (b) resulting from a modification of the SigParser Properties other than by SigParser, (c) to the extent the claim arises from, relates to or is based on the use of the Services and/or Software with Ancillary Applications, products, services, or data not supplied by SigParser if the infringement would not have occurred but for such use, (d) based on use of a superseded or altered release of any code, document, service, product, or deliverable after SigParser has recommended discontinuation, if the infringement would have been avoided by use of a current or unaltered release made available to Customer, (e) if Customer is in breach of these Terms, (f) based on any SigParser modifications made pursuant to instructions, designs, specifications or any other information provided by or on behalf of Customer or Customer's customers, if any, or (g) seeking damages based on any revenue Customer derives from Customer's products or services (including any Combined Product) provided using the Services and/or Software. In addition, should any SigParser Properties become, or in SigParser's opinion be likely to become, the subject of such a third party claim, SigParser may in its discretion: (1) obtain a right for Customer to continue using the affected SigParser Properties; (2) modify the affected SigParser Properties to make them non-infringing; or (3) replace the affected SigParser Properties with non-infringing substitutes. If SigParser determines in its sole discretion that it cannot provide a non-infringing fix or otherwise remedy the alleged infringement, SigParser may immediately terminate Customer's order or subscription without further liability or obligation hereunder. THIS SECTION 13.2 SETS FORTH CUSTOMER’S EXCLUSIVE REMEDY, AND SIGPARSER’S ENTIRE LIABILITY IN CONTRACT, TORT, OR OTHERWISE, FOR ANY BREACH OF THE NON-INFRINGEMENT WARRANTY PROVIDED HEREIN, AND NOTHING IN THESE TERMS WILL OBLIGATE SIGPARSER TO PROVIDE ANY GREATER INDEMNITY.
14. LIMITATIONS OF LIABILITY
14.1 Damages Exclusions. REGARDLESS OF THE LEGAL THEORY ON WHICH A CLAIM OR ACTION IS BASED, SIGPARSER SHALL NOT BE LIABLE TO CUSTOMER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND INCLUDING, BUT NOT LIMITED TO, LOSSES RELATED TO WORK STOPPAGE, PROJECT DELAY, AND COMPUTER FAILURE, LOSS OF REVENUE, LOSS OF ACTUAL OR ANTICIPATED PROFITS, LOSS OF BUSINESS, LOSS OF CONTRACTS, LOSS OF GOODWILL OR REPUTATION, PUNITIVE DAMAGES, EXEMPLARY DAMAGES, LOSS OF ANTICIPATED SAVINGS, LOSS OF, DAMAGE TO OR CORRUPTION OF DATA, HOWSOEVER ARISING, WHETHER SUCH LOSS OR DAMAGE WAS FORESEEABLE OR IN THE CONTEMPLATION OF THE PARTIES AND WHETHER ARISING IN OR FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE. The foregoing damages exclusions shall apply: (a) even if SigParser has been advised of the possibility of such losses or damages, and (b) to all Customer claims arising from, related to, or associated with these Terms.
14.2 Liability Limitation. IN NO EVENT, REGARDLESS OF THE LEGAL THEORY ON WHICH A CLAIM IS BASED, SHALL SIGPARER’S AGGREGATE, CUMULATIVE LIABILITY FOR DAMAGES, LOSSES, OR LIABILITIES ARISING FROM, RELATED TO, OR ASSOCIATED WITH CUSTOMER’S ORDER AND THESE TERMS EXCEED THE GREATER OF THE FEE PAID AND/OR OWED (AS APPLICABLE) BY CUSTOMER FOR THE SERVICES/SOFTWARE IN THE CALENDAR MONTH PRECEDING THE CLAIM OR $500 USD; provided, however, that this limitation will not apply to SigParser's express indemnity obligations under Section 13.2 above (Non-Infringement).
14.3 Acknowledgement. Customer acknowledges that SigParser's prices have been set and the Services/Software have been provided in reliance upon the damages exclusions and liability limitations set forth in this Section 14. THE PARTIES AGREE THAT THESE EXCLUSIONS AND LIMITATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THEM, shall survive any termination, and shall be enforceable even if found to have failed of their essential purpose.
15. INDEMNIFICATION
15.1 Indemnity. Customer shall indemnify, defend, and hold harmless SigParser and its officers, directors, employees, agents, successors, and assigns (each, a "SigParser Indemnitee") from and against any and all Losses incurred by the SigParser Indemnitee in connection with any Action that arises from or relates to any allegation in such Action concerning: (a) any Combined Product, provided that, where such Combined Product incorporates or is combined with the Services or Software, such Losses do not arise solely out of or relate solely to the Services or Software; (b) provision or sale of Customer's own products, software or services or any claim arising from Customer modifying or supplementing the SigParser Properties including, for example, a combination of products or services Customer creates, approves, or provides rather than a claim solely arising from the SigParser Properties, (c) Customer's violation of Applicable Laws, (d) SigParser's compliance with any written specifications provided by or on behalf of Customer to the extent prepared without any contribution by SigParser; (e) any facts that, if true, would constitute Customer's breach of these Terms; (f) Customer's negligence or more culpable act or omission; (g) any claim that Customer's products infringe upon or otherwise violate third party Intellectual Property rights; or (h) the performance of any support or other services hereunder by or on behalf of SigParser in material compliance with these Terms. Customer's indemnification obligation hereunder includes: (a) damages, costs, and attorneys' fees due to an Action, (b) settlements of an Action, and (c) expenses and out-of-pocket costs that SigParser incurs in connection with the Action.
15.2 Procedure. SigParser shall notify Customer in writing of any Action for which SigParser believes it is entitled to be indemnified pursuant to Section 15.1 above. In this event, SigParser will reasonably cooperate with Customer at the latter's cost and expense. Customer shall immediately take control of the defense and investigation of such Action and shall employ counsel reasonably acceptable to SigParser to handle and defend the same, at Customer's cost and expense. Without prejudice to any of its rights hereunder, SigParser may participate in and observe the Action with counsel of its own choosing. SigParser shall have the right to approve any settlement that affects its rights, involves an admission of fault by SigParser, or imposes non-monetary obligations on SigParser.
16. TERMINATION
16.1 Termination for Convenience. Either party may terminate for convenience by providing the other party with written notice of termination at least five (5) days before the next term commences.
16.2 Termination for Cause. Notwithstanding Section 2.2 (Term), if a party breaches these Terms and such breach continues without cure for five (5) days after the non-breaching party provides written notice, then, in addition to all other rights and remedies the non-breaching party may have at law, equity, or otherwise, the non-breaching party shall have the right to terminate.
16.3 Other Termination. Notwithstanding any other provision herein, SigParser may immediately terminate upon providing written notice if: (a) Customer engages in fraud or illegal activities related to these Terms, (b) Customer infringes or misappropriates SigParser's Intellectual Property rights, (c) Customer acquires or is acquired by a third party that competes with SigParser or offers products substantially similar to those offered by SigParser, or (d) Customer: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. SigParser's termination under this Section 16.3 shall be without liability to Customer for any fees, costs, expenses, amounts or charges by reason of such termination, including without limitation fees, costs, expenses, amounts or charges for goodwill, investments made and the like.
16.4 Effect of Termination. Upon any termination of these Terms: (a) all rights and licenses granted hereunder shall terminate immediately, including any EULA licenses granted to pursuant hereto; (b) Customer shall cease all use of the Services/Software and SigParser Properties, and all copies thereof, in whole and in part, including in any production, marketing, distribution, licensing, sale, maintenance, support, or use with Combined Products, if any; (c) Customer shall within fifteen (15) days after such termination: (i) return to SigParser all documents, software, and tangible materials containing, reflecting, incorporating, or based on the SigParser Properties, and (ii) permanently erase the Software from its computer systems; (d) the receiving party shall within thirty (30) days after such termination: (x) return to the disclosing party all documents and tangible materials (and any copies) containing, reflecting, incorporating, or based on the disclosing party's Confidential Information, and (y) permanently erase the disclosing party's Confidential Information from its computer systems; and (e) upon request, Customer shall certify to SigParser in a notarized written instrument signed by Customer's duly authorized executive officer that it has complied with the requirements of this Section 16.4.
16.5 Survival. The following provisions shall survive any cancellation or termination of these Terms: 1, 3, 4, 6, 7, 8.3, 9.3 and 9.4, 10.1 and 10.2, 12, 13.1, 14, 15, 16 and 17.
17. GENERAL PROVISIONS
17.1 Law. These Terms shall be governed by and construed in accordance with the laws of the State of Delaware USA without reference to its conflict of laws principles (and specifically excluding the U.N. Convention on Contracts for the International Sale of Goods).
17.2 Dispute Resolution. Exclusive venue for all claims or controversies arising from or relating to Customer's order and/or these Terms shall be in any court of competent jurisdiction located in the State of Delaware USA. Each party hereby (a) submits to the personal jurisdiction of the foregoing courts, and (b) consents to the service of process, pleadings, and notices in connection with any and all actions initiated in said courts. If, in any action arising from or relating to Customer's order and/or these Terms, SigParser is the substantially prevailing party, then SigParser shall be entitled to its reasonable attorneys' fees, costs, and statutory interest.
17.3 Injunctive Relief. Customer acknowledges that SigParser has valuable Intellectual Property and proprietary trade secret rights in the Software and SigParser Properties and that any actual or threatened breach of Sections 7, 10, 12 and/or 15 will constitute immediate, irreparable harm to SigParser for which monetary damages would be an inadequate remedy, and that SigParser shall be entitled to seek immediate injunctive relief, without necessity of (a) posting bond or other securityor (b) proving that monetary damages are not an adequate remedy for any such breach. These remedies are not exclusive and are in addition to all other remedies available to SigParser at law, in equity, or otherwise.
17.4 Severability. If any provision of these Terms is declared and determined by any court of competent jurisdiction to be illegal or invalid, such declaration and determination shall not affect the validity of the remaining provisions, and the remainder of the Terms shall have full force and effect.
17.5 Entire Agreement. These Terms, together with Customer's order (for online subscriptions) and/or the executed Order form, constitute the entire understanding between the parties relating to the subject matter hereof and supersedes all prior or contemporaneous oral and/or written agreements, promises, negotiations or understandings with respect thereto and constitutes the only valid, binding, and enforceable agreement between the parties.
17.6 Waiver. No term or provision of these Terms shall be deemed waived and no breach excused unless such waiver or consent shall be in writing and signed by an executive of SigParser. Any consent by SigParser to, or waiver of, a breach by Customer, whether express or implied, shall not constitute a consent to, waiver of, or excuse for any different or subsequent breach.
17.7 Amendment. These Terms may not be amended, modified, released, or discharged except by an instrument in writing signed by an authorized executive officer of SigParser.
17.8 Drafting. No section or provision of Customer's order or these Terms shall be construed against any party merely because that party drafted or revised the section or provision in question. Customer's order and these Terms shall be deemed to be jointly prepared by the parties and therefore any ambiguity or uncertainty shall be interpreted accordingly.
17.9 Assignment. Customer's order and these Terms are not assignable by Customer. Any purported assignment by Customer in violation of this section shall be null and void. SigParser may, in its absolute discretion, assign its rights and obligations under these Terms without Customer's consent. These Terms will inure to the benefit of SigParser's successors and assigns.
17.10 No Third-Party Beneficiaries. These Terms are for the sole benefit of the parties, their successors, and assigns, and nothing herein shall be construed as conferring any rights to any third party, including without limitation Customer's customers.
17.11 Independent Parties. The relationship between SigParser and Customer is that of independent contractors, and nothing in Customer's order or these Terms shall be construed to constitute either party as an employee, partner, joint venture, or agent of the other.
17.12 Force Majeure. SigParser shall not be liable for failure to perform or for delay in performance due to pandemic, fire, flood, strike, labor difficulty, act of God or Nature, act of any governmental authority (including but not limited to national or state emergencies), riot, terrorism, war, embargo, energy shortage, or due to any cause beyond its control. In the event of a delay in performance due to any such cause, the delivery date or time for completion of performance will be extended by a period of time reasonably necessary to overcome the effect of such delay. If SigParser determines that any such delay in performance is likely to extend for a period of thirty (30) days or more, SigParser has the right to terminate upon written notice to Customer with no liability or further obligation.
17.13 Representations. Customer represents and warrants as follows: (a) if it is a corporation or business entity, it is duly organized and validly existing under the laws of the jurisdiction of its incorporation or formation; (b) s/he or it has the requisite power and authority to enter into and perform his/her or its obligations under these Terms; (c) s/he or it has duly accepted these Terms, which constitute a valid and binding obligation, enforceable against her/him or it; and (d) the consummation of the transactions contemplated hereby shall not violate or conflict with the provisions of its charter documents, require any consent, or result in the breach or violation of any Applicable Law.
17.14 Notices. All notices or other communications required by these Terms shall be in writing to the address that each party has provided to the other and shall be deemed to have been received (a) if given by hand, immediately; (b) if given by mail, five business days after posting; (c) if given by express courier service, the second business day following dispatch in the jurisdiction of the sender; or (d) if given by email, upon receipt by the recipient's regularly used email service, with confirmation of sending and receipt via metadata or similar electronic data.