1. Basis of Agreement
Welcome to SigParser! SigParser is a subscription membership that enables clients to easily gather and access information about their potential customers and contacts from our clients' various internal systems. The platform facilitates the mining of data from their internal systems (such as email), the aggregation of that data, and the transfer of that data to and from our clients' other systems, such as customer relationship management systems, via connectors, or, by outputting of the data mined via JSON or some other raw data format for the customer to store long term in their system of choice. In this Agreement, all these functions are included in the term " Services."
Please carefully read through this Platform License and Terms of Service (" Agreement"), since they are a binding agreement between you and DragNet, Inc., doing business as SigParser (" SigParser ," " Company ," " we ," " us ," " our"). The Agreement is effective when you sign up or otherwise use any of the Services or access any content or material that is made available by SigParser through the Services (the " Content").
The terms "you," "your," and "yours," as well as related terms refer to the company or other entity on behalf of which the individual entering into this Agreement is acting, as well as such entity's authorized users.
For purposes of clarity, the term "Services" includes all the tools, software, and functionality made available through the Services, such as the help desk system, connectivity API's, and related support services, as well as any new features which augment or enhance the current Services, including the release of new features or products. However, the term "Services" does not include Professional Services. "Professional Services" means any work we do at your request to develop features, modifications, or customizations for your specific use, as well as any other work we do for you that are not included in our standard Services. If you ever require Professional Services, we will enter into a separate written agreement with you outlining the Professional Services and the terms under which they will be provided.
You may sign up for the Services using an online form, paper agreement, or other paper or electronic means acceptable to SigParser (" Order Form"). If there is no separate Order Form other than this Agreement, the terms of this Agreement shall constitute the Order Form for purposes of this Agreement. Each duly accepted Order Form is incorporated into this Agreement, and you agree to its provisions as if it were fully set forth herein. To the extent any provision of a duly executed Order Form accepted by SigParser conflicts with the provisions of this Agreement, the provisions of the Order Form will prevail.
2. SigParser Definitions
The terms capitalized in this Agreement shall have the meanings set forth in connection with the term when it is initially capitalized or as follows:
2.1 " Access Keys" means the confidential security keys that SigParser provides to you for your use of the API.
2.2 " Aggregated Data" means Your Data that is aggregated and anonymized in a manner that renders the data unidentifiable to a particular data subject.
2.3 " Application" means any software application, website or other interface that you develop, own or operate to interact with the SigParser API or SigParser Database Services API.
2.4 " Applicable Law" shall mean any law, rule, regulation, ordinance, or any other instruction, order, or requirement of any governmental or other authority. "Applicable Law" includes, without any limitation whatsoever, the California Consumer Privacy Act, the General Data Protection Regulation applicable in Europe, and any other law regarding the privacy, security, and use of any individual's personal information.
2.5 " Content Data" means the content collected from the body of e-mails you convey to us for parsing, including email signatures.
2.6 " Developer Tools & Documentation" means the SigParser API and all other tools, documentation and information made available to you by SigParser.
2.7 " Intellectual Property" means all copyrights, trade secrets, patents, patent applications, code, designs, diagrams, schematics, moral rights, contract rights and other proprietary rights as may exist now and/or hereafter come into existence, and all mask work, database, and design rights, whether or not registered or published and all renewals and extensions of the foregoing, regardless of whether such rights arise under the laws of the United States or any other state, country, or jurisdiction.
2.8 " Meta Data" means the meta data collected from the e-mails you convey to us for parsing, such as e-mail addresses (of senders, recipients, and individuals copied on e-mails), the addressee, time of conveyance, and subject lines
2.9 " Services" means, collectively and without limitation, the SigParser software, code, databases, algorithms, applications, APIs, functionality, and technical tools that enable the mining and parsing of Your Data.
2.10 " SigParser API" means the stateless API service (no long-term storage) that allows a customer to send its data to the API for processing by sequentially processing each request received and providing a corresponding result of the request (SigParser Data) back to the customer without storing the result in any database. It is your responsibility to store the SigParser Data in long-term storage. The SigParser API also means any accompanying or related documentation, source code, executable applications and other materials made available by SigParser, including, without limitation, through its developer website.
2.11 " SigParser API Statistics" means API processing statistics. These statistics are linked to your Access Key and are deleted automatically after 60 days. Examples of these statistics include, without limitation, the following: number of API requests, length of the request, duration of processing for the API request, number of phone numbers identified, number of contacts identified, number of titles, whether or not the e-mail is HTML, and the number of nested e-mail chains that were discovered.
2.12 " SigParser Data" means the data we provide back to you after processing your data in any format through the Services, whether visible in the UI of any SigParser application, or provided by the SigParser API or the SigParser Database Services API , or other method.
2.13 " SigParser Database Services API": means an API service from SigParser that makes use of a database in connection with the SigParser API so that customers can store the SigParser Data.
2.14 " SigParser Site" means any website owned, operated, or controlled by SigParser.
2.15 " SigParser User" means any person who accesses any page on any SigParser Site.
2.16 " Software" means Company’s executable computer program or application (including all updates or upgrades thereto) and associated API that is privately installed (a) on Customer’s premises, and/or (b) in a Customer-controlled cloud environment.
2.17 " Team Member" means a SigParser user who shares contacts with another SigParser user via the team feature which allows contacts sourced from different user mailboxes to be shared by anyone who is a member of that team.
2.18 " Your Data" means the digital information you provide to the Services in any format.
2.19 " Your Users" means end-users of your Application, your service providers, and anyone who sublicenses your Application or gains access to the SigParser API from the Access Key provided you by SigParser.
3. Your Data
3.1 Your use of the Services may involve the processing of Your Data. Your Data belongs to you. You grant us a license to use Your Data in connection with the Services, as provided in the "Your License to Us" section below, but you exclusively own Your Data.
3.2 You represent and warrant that (1) you are familiar with all Applicable Law related to your use and processing of Your Data, (2) you are authorized to convey Your Data to us for processing as provided in this Agreement, (3) you have obtained any necessary consent of the data subjects whose information may be included in Your Data or have a lawful basis for any processing, and (4) your use of the Services to process Your Data will not violate (a) any Applicable Law; (b) any Agreement between you and a third party, or © any Intellectual Property rights or privacy rights of any third party. YOU AGREE THAT IF ANYONE BRINGS A CLAIM AGAINST US RELATED TO YOUR DATA, YOU WILL INDEMNIFY AND HOLD US HARMLESS FROM AND AGAINST ALL DAMAGES, LOSSES, AND EXPENSES OF ANY KIND (INCLUDING REASONABLE ATTORNEY FEES AND COSTS) ARISING OUT OF OR RELATED TO SUCH CLAIM.
3.3 SigParser will make no claim to exclusive ownership of Your Data. SigParser will not provide Your Data to any third party, except to comply with Applicable Laws or to deliver the Services to you. Notwithstanding the foregoing, SigParser may use Aggregated and anonymized data for its own internal operations (for example, reporting aggregate statistics in an internal dashboard).
3.4 If any dispute arises between you and any of your Team Members or other data subjects whose personal information is included in SigParser Data or Your Data, you agree to resolve any such dispute internally amongst the team members and without our involvement.
3.5 After signing up for the Services, your authorized users will have an opportunity to sync their contacts and other sources of Your Data with the Services. Once a contact appears in SigParser, the user can mark any contact as private. As a general rule, Content Data and Meta Data will not be shown to any other user of SigParser (except the person who marked it private), except for the name of the contact and who designated the contact as private. The only exception is when the contact is on communication with other non-private contacts and non-internal contacts. In its sole and absolute discretion, SigParser may also show the other Meta Data to users, but it will never show the content of e-mails from contacts marked as private to users. An authorized user may change contacts to private contacts at any time, but any of Your Data that was gathered prior to the designation of a contact as a private contact will continue to be treated as Your Data under the terms of this Agreement.
3.6 Notwithstanding the foregoing, when the platform gathers Meta Data, it records the information directly surrounding that data. When a user clicks on the "information" button referencing the Meta Data or anywhere the "information" button appears in the SigParser user interface, the platform will show a portion of the Content Data from the content of the email directly surrounding the telephone number or e-mail address, so that the individual seeking to identify the source of the data can understand the nature of that Meta Data. Thus, while the Content Data is not generally available or used by the platform, the Content Data that directly surrounds the Meta Data in question can be discovered.
3.7 You can at any time delete your account from SigParser. If you are the only person in your SigParser team account, then when you delete your account in SigParser, Your Data is marked for deletion within 90 days. The data is kept temporarily in case you made a mistake and want to revert, but no guarantees are made as to its availability for restoration. If you delete your account and there are other team members, then Your Data in the team remains and only your account is removed from the team. If you have data in the team, that data remains in the team. If you need to delete your entire team in bulk, contact SigParser's support for assistance.
3.8 You are solely responsible for the accuracy of Your Data and for the configuration, movement, and use of the SigParser Data. SigParser makes it easy for your to compile, access, and use information that is already in your systems and the systems you access, and you must ensure that your configuration, movement, and use of that information is done in accordance with Applicable Laws, your own policies, and the rights of third parties.
4. API Access and Developers Program Conditions
4.1 Access to the API Participation in the Developers Program: The SigParser API Developers Program is a set of API's, tools, and documentation that allows you to create Applications to access and/or interact with the SigParser API, SigParser Sites, and the Services.
4.2 Permitted Uses: Your use of the SigParser Developer Tools and API is permitted only for the purpose of facilitating your own or Your Users' use of the SigParser API or SigParser Data, Sites, and Services.
4.3 Application Guidelines: You may develop, display or distribute Applications that interact with the API. You agree that you are solely responsible for the Applications that you develop, and Applications must comply with the requirements published by SigParser.
5. API License
5.1 Using the API: Subject to this Agreement, SigParser grants you a non-exclusive, non-transferable, and non-sublicensable license to use the SigParser API solely to (1) retrieve information necessary to facilitate Your Users' use of SigParser Sites and the Services through the Application; (2) make limited copies of the SigParser API only as directly necessary to perform activities permitted by this Agreement and if agreed to by SigParser, which copies shall be deleted when they are no longer required for that purpose or you terminate this contract; and (3) display and rearrange SigParser Data consistent with this Agreement.
5.2 Access Keys: SigParser will provide you with Access Keys that permit you to access the SigParser API. The Access Keys are the property of SigParser and may be revoked if you share them with any third party (other than as allowed under this Agreement), if they are compromised, if you violate any term of this Agreement, or if SigParser terminates this Agreement. It's your responsibility to maintain proper safety and controls of your Access Key to ensure it is used by and for the people and purpose it was intended. You will be held responsible for any data processed and/or misconduct perpetrated or on the SigParser platform by anyone in control of your Access Key. If you determine that your Access Keys have been compromised, you must notify SigParser immediately.
5.3 API Call Limitations: The number of API calls you will be permitted to make during any given period may be limited. SigParser will determine call limits based on its sole and absolute discretion. SigParser may, in its sole discretion, charge you for API calls that exceed the call limits or terminate your access to the API. Unused API calls will not roll over to the next day or month, as applicable.
6. Modification of the API, Sites and Services
SigParser may modify the Developers Tools & Documentation, SigParser API, permitted API calls, its databases if you are using SigParser Database Services, the permitted uses under this Agreement, any SigParser Site or Services, or any of the benefits and/or features provided in connection with your use of the API at any time with or without notice to you. Modifications may affect your Application and may require you to make changes to your Application at your own cost to continue to be compatible with or interface with the API or SigParser Sites or services.
7. Communications and Received Materials
7.1 When you visit us at www.SigParser.com (" Website") or send e-mails to us or use the Services, you are communicating with us electronically, and you consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on our website. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
7.2 When you send us any comments, materials, or letters including, without limitation, questions, comments, suggestions, criticisms or the like (" Received Materials"), those Received Materials may be deemed by us to be non-confidential and free of any claims of proprietary or personal rights. Company shall have no obligation of any kind with respect to such Received Materials, and Company will be free to reproduce, use, disclose, exhibit, display, transform, edit, abridge, create derivative works from and/or distribute the Received Materials without limitation or restriction. Furthermore, Company is free to use any ideas, concepts, know-how, or techniques contained in any communication you send to Company for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products using such information or ideas, without compensation or any other obligations to anyone, including you.
8. Changes to this Agreement
This Agreement may be changed only by an amendment signed by both parties; provided that at certain times, we may in our discretion need to make revisions to this Agreement. If we do, we will notify you by posting notices on the website or by e-mailing you, as appropriate in the circumstances, at least 30 days prior to the effective date of the revisions. If you continue using the Services after the effective date of the changes, you will be deemed to have accepted the revisions. If you do not agree to the revisions, you may terminate this Agreement by either logging into the Services and cancelling your subscription. Any other changes to this Agreement must be in writing signed by both parties.
9. Services, Payment, Term, and Taxes
9.1 Use of the Services requires the payment of a fee (" Fee"). The Fees are set forth in the Order Form describing the Services when you sign up.
9.2 When you sign up using a credit card or other payment method, you authorize us to make the charges disclosed to you at the time you sign up, including recurring payments, where applicable.
9.3 The term of this Agreement shall be the period set forth in the Order Form (" Term"). This Agreement shall automatically renew at the end of each term for an additional term the same length as the initial term, unless a party notifies the other not less than 30 days prior to the end of the then-current term that is intends to terminate this Agreement. If no term is set forth in the Order form, the Term shall be a period of one year, with a one-year renewal occurring automatically at the end of each year unless a party notifies the other not less than 30 days prior to the end of the then-current term that it intends to terminate this Agreement.
9.4 You are responsible for all taxes and other governmental fees or charges that arise out of or are payable by reason of this Agreement (" Taxes"), other than taxes on SigParser's net income. You will not be entitled to any refund or compensation on account of any Taxes that may be imposed on you as a result of your engagement of SigParser, and if SigParser is billed by any third party for any Taxes and SigParser pays such Taxes, you agree to reimburse SigParser for such Taxes.
10. Trials and Installed Software
10.1 From time to time, we or others on our behalf may offer access to beta models of the Services or trials of paid subscriptions for a specified period without payment or at a reduced rate (each, a " Trial"). We reserve the right, in our absolute discretion, to determine your eligibility for a Trial, and, subject to applicable laws, to withdraw or to modify a Trial at any time without prior notice and with no liability, to the greatest extent permitted under the law.
10.2 For some Trials, we'll require you to provide your payment details to start the Trial. AT THE END OF SUCH TRIALS, WE MAY AUTOMATICALLY START TO CHARGE YOU THE APPLICABLE FEES ON THE FIRST DAY FOLLOWING THE END OF THE TRIAL, ON A RECURRING MONTHLY BASIS. BY PROVIDING YOUR PAYMENT DETAILS IN CONJUNCTION WITH THE TRIAL, YOU AGREE TO THIS CHARGE USING SUCH PAYMENT DETAILS. IF YOU DO NOT WANT THIS CHARGE, YOU MUST CANCEL THE APPLICABLE PAID SUBSCRIPTION THROUGH YOUR ACCOUNT'S SUBSCRIPTION PAGE OR TERMINATE YOUR ACCOUNT BEFORE THE END OF THE TRIAL. IF YOU DO NOT WANT TO CONTINUE TO BE CHARGED ON A RECURRING MONTHLY BASIS, YOU MUST CANCEL THE APPLICABLE PAID SUBSCRIPTION THROUGH YOUR ACCOUNT'S SUBSCRIPTION PAGE OR TERMINATE YOUR ACCOUNT BEFORE THE END OF THE RECURRING MONTHLY PERIOD. PAID SUBSCRIPTIONS CANNOT BE TERMINATED BEFORE THE END OF THE PERIOD FOR WHICH YOU HAVE ALREADY PAID, AND EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, WE WILL NOT REFUND ANY FEES THAT YOU HAVE ALREADY PAID.
10.3 IF THE TRIAL CONSISTS OF ACCESS TO A BETA MODEL, YOU ACKNOWLEDGE THAT THE BETA MODEL HAS NOT BEEN FULLY DEVELOPED AND MAY BE SUBJECT TO DEFECTS THAT WOULD BE UNACCEPTABLE IN A FULLY DEVELOPED VERSION. YOU AGREE THAT THE LICENSE GRANTED UNDER A BETA TRIAL IS WITHOUT WARRANTY OF ANY NATURE, INCLUDING THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY, AS WELL AS NON-INFRINGEMENT, AND ANY OTHER WARRANTY. BETA USERS HAVE NO CLAIM WHATSOEVER AGAINST US FOR ANY REASON WHATSOEVER.
10.4 Software License. During any trial period for installed Software, Company grants to Customer a non-exclusive, non-transferable, non-sublicensable, and revocable license (the “Software License”) to use the Software in compliance with these Terms. Upon the expiration or earlier termination of the trial period: (a) the Software License shall terminate, (b) Customer shall cease all use of the Software, and © if Customer does not execute an Order for continued use of the Software, Customer shall certify to Company in writing that it has returned or destroyed the installed Software and any copies thereof.
11. Restrictions and Acceptable Use
11.1 You have no rights in the Services other than as expressly provided in this Agreement. You may not download any portion of the website or use of any Services other than for your own internal use. You may not use any data mining, robots, or similar data gathering tools or otherwise exploit your access to the Services for any commercial purpose. You may not use any of the trademarks, logos, or other proprietary graphics without express written permission, which may denied in Company's absolute discretion. Company's logos and product and service names are trademarks of Company. All other trademarks appearing on the website or in connection with the Services are trademarks of their respective owners, and our reference to them does not imply or indicate any approval or endorsement by their owners unless such approval or endorsement is expressly made.
11.2 In addition to any other things that might constitute a misuse of the Services, you must not, and must not attempt to do the following things:
- modify, alter, tamper with, repair or otherwise create derivative works of any of the Services;
- reverse engineer, disassemble or decompile the software used to provide or access the Services, or attempt to discover or recreate the source code used to provide or access the Services, except and only to the extent that the applicable law expressly permits doing so;
- use the Services, or provide access to the Services to any third party, for research or benchmarking or any related endeavor with the intent of creating a competing or similar product; including without limitation the creation of a training set by which you or a 3rd party you provide any data to may use to validate their results of any email parsing activity
- use the Services in any manner or for any purpose other than as expressly permitted by this Agreement or any other policy, instruction or terms applicable to the Services;
- sell, lend, rent, resell, lease, sublicense or otherwise transfer any of the rights or materials granted or provided to you with respect to the Services to any third party;
- remove, obscure or alter any proprietary rights notice pertaining to the Services;
- access or use the Services in a way intended to improperly avoid incurring fees or exceeding usage limits or quotas;
- use the Services to: (i) engage in any unlawful or fraudulent activity or perpetrate a hoax or engage in phishing schemes or forgery or other similar falsification or manipulation of data; (ii) send unsolicited or unauthorized junk mail, spam, chain letters, pyramid schemes or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) advertise or promote a commercial product or service that is not available through Company; (iv) store or transmit inappropriate content, such as content: (1) containing unlawful, defamatory, threatening, pornographic, abusive, libelous or otherwise objectionable material of any kind or nature, (2) containing any material that encourages conduct that could constitute a criminal offense, or (3) that violates the Intellectual Property rights or rights to the publicity or privacy of others; (v) store or transmit any content that contains or is used to initiate a denial of service attack, software viruses or other harmful or deleterious computer code, files or programs such as Trojan horses, worms, time bombs, cancelbots, or spyware; or (vi) abuse, harass, stalk or otherwise violate the legal rights of a third party;
- interfere with or disrupt servers or networks used by Company to provide the Services or used by other users to access 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;
- access or attempt to access Company's other accounts, computer systems or networks not covered by this Agreement, through password mining or any other means;
- cause, in Company's sole discretion, inordinate burden on the Services or Company's system resources or capacity; or
- share passwords or other access information or devices or otherwise authorize any third party to access or use the Services;
- permit anyone to use any Services booked under your account;
- connect e-mail accounts or other systems to the Services without first obtaining a right to access those e-mails and other systems;
- attempt to gain access to e-mails and e-mail accounts for which you have no legitimate business purpose or other lawful basis or authority to access;
- use the Services to steal or download data from an employer, client or customer which you are not entitled to or of which your employer, client, or customer is not aware;
- attempt to probe, scan, or test the vulnerability of any element of the Services or a related system, account, or network.
12. Third-Party Applications
The Services may be integrated with third-party applications, websites, and services at your request (" Third Party Applications"). These Third- Party Applications may have their own terms and conditions of use and privacy policies and your use of these Third-Party Applications will be governed by and subject to such terms and conditions and privacy policies. You understand and agree that we do not endorse and are not responsible or liable for the behavior, features, or content of any Third-Party Application or for any transaction you may enter into with the provider of any such Third-Party Applications.
13. Your License to Us
You grant us a non-exclusive, non-transferable, non-assignable, royalty-free, worldwide license to use Your Data in connection with the Services that we provide to you.
14. Your Account
You are responsible for maintaining the confidentiality of any account information, including your logins and passwords and the logins and passwords of authorized users, and for restricting access to any computer or system used to access the Services, and you agree to accept responsibility for all activities that occur under your or your authorized users' accounts or passwords. You are also solely responsible for the accuracy and currency of Your Data entered into the Services under your user account. You agree to indemnify and hold Company harmless from and against any claim related to content, accuracy, or currency of the information you provide through the Services.
15.1 During the term of this Agreement, each party or its employees, consultants, or agents may receive information of the other party that is proprietary or confidential (" Confidential Information"). Each party agrees to hold the Confidential Information of the other party in confidence and not to disclose such Confidential Information to any third parties except as expressly authorized by this Agreement or to use such Confidential Information for purposes outside the scope of this Agreement. Each party may disclose the Confidential Information of the other party only to its employees, consultants and agents who need to know such Confidential Information for the purposes of this agreement and who are subject to confidentiality obligations at least as protective of the Confidential Information as those set out herein. Each party will advise its employees, consultants and agents of their responsibilities under this Agreement and be responsible for any breach of this section by its employees, consultants or agents. Confidential Information shall not include information that is: (a) part of, or becomes part of, the public domain (other than by disclosure by the receiving party in violation of this Agreement); (b) previously known to the receiving party without an obligation of confidentiality; © independently developed by the receiving party outside this Agreement; (d) rightfully obtained by the receiving party from third parties without an obligation of confidentiality; or (e) otherwise addressed in this Agreement.
15.2 Notwithstanding the foregoing, either party may disclose the Confidential Information of the other party to the extent such disclosure is required to comply with applicable law or the valid order or requirement of a governmental or regulatory agency or court of competent jurisdiction, provided that the disclosing party (a) restricts such disclosure to the maximum extent legally permissible; (b) notifies the party to whom the Confidential Information belongs as soon as practicable of any such requirement; and © that subject to such disclosure, such disclosed materials shall in all respects remain subject to the restrictions set forth in this Agreement.
15.3 The parties acknowledge that their respective Confidential Information is unique and valuable, and that breach by a party of the obligations of this section regarding the other party's Confidential Information could result in irreparable injury to the other party for which monetary damages alone would not be an adequate remedy. Therefore, the parties agree that in the event of a breach or anticipated breach of this section, the affected party shall be entitled to seek injunctive or other equitable relief as a remedy for any such breach or anticipated breach without the necessity of posting a bond. Any such relief shall be in addition to and not in lieu of any appropriate relief in the way of monetary damages.
16. Intellectual Property
16.1 The Services, Software and all copyrights, trade secrets and other proprietary rights therein, including any derivative work related to the Services and Software, are, and will remain the sole property of Company, regardless of the use made by you; and are protected by certain United States and international copyright laws and trademark laws. The Services and Software are licensed, not sold, to you. This Agreement confers no title of ownership in the Services or Software and are not a sale of any rights in the Services or Software, including any Intellectual Property rights related thereto.
16.2 Customer shall not: (a) modify, adapt, alter, translate, or create derivative works of the Services or Software; (b) reverse engineer, decompile, disassemble, create a training set from the Services or Software application data for machine learning or algorithm purposes, or otherwise attempt to derive any source code contained in the Services or Software; or © otherwise use or copy the Services or Software in a manner that infringes or misappropriates Company’s Intellectual Property rights. Customer shall not provide any third party with access to the Software.
17. SigParser's Warranty and Indemnity
Company warrants that the software included in the Services, with the exception of any beta trial, and all elements of such software do not infringe the Intellectual Property rights of any third party and agrees to hold you harmless and indemnify you with respect to any final judgment obtained by a third party based on a claim that the Services infringe on the Intellectual Property rights of such third party. Notwithstanding the foregoing, Company shall retain sole control of any investigation, defense, or settlement of any such claim, and Company shall be free of any indemnity obligations to the extent (1) the software is modified by you, incorporated or combined with any other software solution or tool, or used in a manner not provided for in this Agreement and such modification or other use is the proximate cause of a claim, (2) a claim is based on your failure to comply with any request to cease using the software or to install or incorporate any fixes or solutions correcting any alleged infringement, (3) any damages are the primary result of your failure to promptly (within seven days after learning of a potential claim) to notify us of the existence of any claim. In the event Company determines in its sole discretion that it cannot in a commercially reasonable fashion either provide non-infringing fix or obtain a license to correct the alleged infringement, Company may terminate this Agreement without any further liability hereunder.
18. Disclaimer of Warranty
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, ORAL, WRITTEN, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF PERFORMANCE OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT OR GUARANTEE THE AVAILABILITY, ACCURACY, OR TRUTHFULNESSOF ANY INFORMATION PROVIDED BY OR WITH RESPECT TO THE SERVICES, INCLUDING WITHOUT LIMITATION THE ACCURACY OF THE RESULT DATA. WITHOUT LIMITING THE FOREGOING, COMPANY DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF ITS WEBSITE AND/OR DELIVERY OF THE SERVICES SHALL BE UNINTERRUPTED OR ERROR-FREE . Because some jurisdictions may not allow the exclusion of implied warranties, such limitation may not apply in its entirety to Licensee. Any warranties made in this Agreement are for your benefit only.
19. Limitation of Liability
IN NO EVENT WILL COMPANY, ITS SUPPLIERS, SHAREHOLDERS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY LOST PROFITS, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES ARISING OUT OF THIS AGREEMENT OR THE USE OF OR RELIANCE UPON THE SERVICES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL COMPANY'S TOTAL LIABILITY OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT AND USE OF THE SERVICES (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE AMOUNT PAID BY YOU DURING THE 12-MONTH PERIOD PRIOR TO SUCH CLAIM ARISING. THE PARTIES AGREE THAT THIS SECTION SHALL SURVIVE AND CONTINUE IN FULL FORCE AND EFFECT DESPITE ANY FAILURE OF CONSIDERATION OR OF AN EXCLUSIVE REMEDY. THE PARTIES ACKNOWLEDGE THAT THE PRICES HAVE BEEN SET AND THE AGREEMENT ENTERED INTO IN RELIANCE UPON THESE LIMITATIONS OF LIABILITY AND THAT ALL SUCH LIMITATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES AND SHALL BE ENFORCEABLE, EVEN IF SUCH ENFORCEMENT CAUSES THE FAILURE OF THE ESSENTIAL PURPOSES OF THE AGREEMENT, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH LIABILITIES. BECAUSE SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, SUCH LIMITATIONS MAY NOT APPLY.
20. Service Limitations and Modifications
Company will make reasonable efforts to keep the Services operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. To the extent permissible under applicable law, we reserve the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the Services, with or without notice, all without liability to you, except where prohibited by law, for any interruption, modification, or discontinuation of the Services or any function or feature thereof. You understand and agree that Company has no obligation to maintain, support, upgrade, or update the Services, or to provide all or any specific content through the Services.
21. Termination and Survival
21.1 This Agreement will continue for the Term, unless a party breaches any material provision of this Agreement and such breach continues for thirty days after notice of the breach is provided by the non-breaching party. However, we may suspend your access to the Services at any time if (1) you do not make timely payment of our Fees as required under this Agreement or (2) we reasonably suspect you have used the Services in a manner that is not authorized under this Agreement. Notwithstanding the foregoing, either party may terminate this Agreement for convenience by giving sixty days' notice to the other party. There will be no refund of Fees paid in the event of a termination for convenience. However, if SigParser terminates for convenience, it will refund a pro-rated amount of the Fees for the Services that were not used, due to the termination.
21.2 Any provisions of this Agreement that reasonably appear to have been intended to survive the expiration or earlier termination of this Agreement shall survive.
22. Governing Law and Jurisdiction
The Services are operated by Company from its offices in California in the United States. The validity, construction, and performance of this Agreement shall be governed by and construed in accordance with the laws of the State of California, without reference to choice of law principles. You expressly agree that exclusive jurisdiction for any claim or dispute with Company, this Agreement, or relating in any way to your use of the Services resides in the federal and state courts located in the State of California, and you do hereby submit to and consent to jurisdiction and venue in the courts of that state. You agree to waive any defense pertaining to jurisdiction and venue. In the event any provision hereof shall be held by a tribunal of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement shall remain in full force and effect.
Legal notices will be served, with respect to SigParser, on SigParser's national registered agent, and, with respect to you, to the e-mail address you provide to SigParser during the registration process. Notice will be deemed given 24 hours after the e-mail to you is sent.
24. Attorney Fees
In case of an action to enforce any rights or conditions of this Agreement, or appeal from said proceeding, it is mutually agreed that the losing party in such suit, action, proceeding or appeal shall pay the prevailing party's reasonable attorney fees and costs incurred.
25. Entire Agreement
This Agreement is a binding contract and constitute the entire agreement and understanding of the parties, whether oral or written, relating to the subject matter hereof; are intended as the parties' final expression and complete and exclusive statement of the terms hereof, superseding all prior or contemporaneous agreements, representations, communications, and understandings, whether written or oral; and may be amended or modified only by an instrument in writing signed by both parties.
No waiver of any provision of this Agreement shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. Failure to enforce any provision of this Agreement shall not operate as a waiver of such provision or any other provision or of the right to enforce such provision or any other provision.
27. Severability; Binding Effect
If any provision of this Agreement shall be invalid or unenforceable in any respect for any reason, the validity and enforceability of any such provision in any other respect and of the remaining provisions of this Agreement shall not be impaired. This Agreement shall be binding on and inure to the benefit of the parties and their heirs, personal representatives, successors, and assigns.
28. Force Majeure
Company will not be liable for or be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any cause or condition beyond Company's reasonable control.
29. Defense and Indemnification
In addition to the other provisions of this Agreement, you agree to defend Company from any actual or threatened third party claim arising out of or based upon your use of the Services, your failure to comply with any of the provisions of Applicable Law, your breach of any of the provisions of this Agreement, and the gross negligence or intentional misconduct of you or your agents. In addition, you agree to indemnify, defend, and hold harmless Company from and against: (a) all damages, costs, and attorneys' fees finally awarded against Company in any proceeding under this section; (b) all out-of-pocket costs (including reasonable attorneys' fees) reasonably incurred by Company in connection with the defense of such proceeding (other than when you have accepted defense of such claim); and © if any proceeding arising under this section is settled, any amounts to any third party agreed to by you in settlement of any such claims.
30. Independent Contractors
The parties to this Agreement are independent contractors, and there is no actual or intended relationship of agency, partnership, joint venture, employment or franchise between the parties. Neither party is an agent of the other party, and neither party has the authority to bind the other party, or to incur any obligation on the other party's behalf.
Company may assign its rights and obligations under this Agreement. This Agreement will inure to the benefit of Company's successors, assigns and licensees. You may assign your rights and obligations under this Agreement only in connection with a sale, merger, or acquisition or the sale of all or substantially all of your assets. Any attempted assignment other than as provided herein shall be void ab initio and shall be a material breach of this Agreement.
32. GDPR Obligations
This section relates to the contact information and other personal information you provide us (excluding Your Data) that is used to facilitate communications between parties (" Personal Information"). Company complies with the provisions of the General Data Protection Regulation (" GDPR") made effective in the EU on May 25, 2018 with respect to your Personal Data. We are committed to protecting the security of your Personal Information, and we take commercially reasonable technical and organizational measures that are designed to that end.
If you wish to opt out of any disclosures of your Personal Information to third parties or to make corrections or modifications to your Personal Information, you may either log into your account and make the changes necessary or notify us of the necessary changes. The use of your Personal Information can be limited, or the information can be corrected, deleted, or exported to you or a third-party of your choice, except as required by law as indicated above.
The GDPR requires that we have a lawful basis for our processing of Personal Information about you. For our users, this lawful basis is this Agreement, under which we provide you the Services. We only process your Personal Information in connection with our contractual relationship with you and only in a manner that furthers the purposes of that contractual relationship. If we wish to use your Personal Information in a manner not related directly to our contractual relationship, we will contact you and obtain your consent before doing so.
For employees and other authorized users operating in their role as administrators or users of our Services, our lawful basis is the legitimate interest we have in providing the Services to you.
In turn, you, your employees, and your other authorized users (if any) agree to be bound by the provisions of the GDPR with respect to any personal data (" Data") with which you come in contact using the Services, including without limitation the personal data belonging to individuals with whom you communicate or whose personal data you access using the Services. Specifically, you agree that you, your employees, or other authorized users will:
A. Never access, process, transfer, view, use, or store any Data of any third party without express authorization, and then only for purposes directly related to fulfilling your contractual obligations under your agreement with any third party (" Data Secrecy");
B. Keep all Data strictly confidential and disclose Data only on a strict need-to-know basis to other employees or authorized users only as required for fulfilling an individual's contractual obligations (" Confidentiality"); however, you agree that you shall not disclose or otherwise make accessible Data under any circumstances to anyone who has not been obliged to Data Secrecy and Confidentiality.
C. Ensure that your obligations of Data Secrecy and Confidentiality are observed forever, both during and after the expiration and/or termination of any agreement with us or any contractual relationship you may have with an employer or other party.
D. Upon our request to provide Company with satisfactory evidence that you have complied with your obligations of Data Secrecy and Confidentiality as set forth in this agreement.
The GDPR also requires us to take appropriate technical and organizational measures to protect the security of Data belonging to residents of Europe. We make commercially reasonable efforts to ensure the privacy and security of the Data of our European visitors and customers, and we are happy to give you a complete description of our most current efforts, if you will write us at firstname.lastname@example.org
33. Sub-Processing and International Transfers
31.1 You hereby authorize Company, in connection with the provision of the Services, to make worldwide transfers of Your Data to Company's sub-processors and to use such sub-processors to provide portions of the Services. When making such transfers, Company will ensure that appropriate agreements are in place with such sub-processors to ensure the safe transfer of Your Data.
31.2 Where the provision of the Services involves the transfer of personal data (as defined in the GDPR) from the EEA to countries outside the EEA which are not subject to an adequacy decision under the GDPR, Company affirms that Company has adequate agreements in place with such recipients as required by Applicable Law.
31.3 Upon request, Company shall provide you a list of the sub-processors it uses to process Your Data.
34. Submitting E-Mail Samples
- SigParser is always looking to make its technology better. To that end, when you forward an email to SigParser's support team, developers or other team members, in an effort to troubleshoot a bad parse, improve our service, improve the quality of our algorithms, or to help us troubleshoot any support case or issue you are having, you grant SigParser a license to use that email; i) as a training set to improve its email signature algorithm, ii) as a training set to improve any other SigParser algorithm currently offered and iii) for any purpose that can enhance any part of the Services. This is done to prevent regression-type errors.
- When the email is used for training or stored in source control, SigParser's team will make a best effort, without losing the context, to randomize any contact information like email addresses, phone numbers, locations and social media profiles, so it can't be used to identify the original sender. The original email will be stored in a secure location with limited access by SigParser personnel, and we will treat your email as confidential information.
- SigParser will not automatically use the emails collected from your email account connections as a training set.