Terms & Conditions
Sysomos will provide Customer with access to the social media monitoring and analytics service known as SEARCH LITE (the “Services”)
Sysomos will provide the Customer with access to the Servcies during the evaluation period of fourteen (14) days (the “Evaluation Period”). Sysomos also agrees to extend its standard technical support programs to Customer during the Evaluation Period.
Customer and its Authorized User shall not, and shall not allow third parties to: (i) license, sublicense, lease, rent, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services or any Service Results in any way unless such third parties are working on behalf of Customer as contractors or consultants and have been authorized by Customer to use the Services; (ii) access (or attempt to access) the Services by any means other than through the Userid that is provided by Sysomos; (iii) modify or make derivative works based upon the Services or Service Results except as specified in section 4; (vi) access (or attempt to access) the Services through any automated means (including use of scripts or web crawlers); (v) use the Services as a service bureau or to provide a service directly or indirectly to third parties, including, without limitation, for the creation or manipulation of data to be sent to a third party or for the processing of data provided by a third party; (vi) reverse engineer, adapt, translate, decompile, or otherwise derive the source code for the Services or access the Services in order to copy or imitate any ideas or features or Service Results, or build a product or service similar to the Services, or use similar features, software, functions or graphics as those of the Services, whether or not intended to compete with the Services; or (vii) access the Services for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purpose.
5.Warranty Declaration and Limitation of Liability
SYSOMOS IS PROVIDING THE SERVICES TO CUSTOMER ON AN “AS IS” BASIS. SYSOMOS MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. SYSOMOS DOES NOT WARRANT THAT THE SERVICES WILL OPERATE IN COMBINATIONS OTHER THAN AS SPECIFIED BY SYSOMOS OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
Neither party will have any liability to the other for lost profits, loss of business, or other indirect, incidental, special or consequential damages in connection with this Agreement. IN NO EVENT WILL SYSOMOS’ LIABILITY FOR ACTUAL DIRECT DAMAGES ARISING OUT OF THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE SERVICES HEREUNDER EXCEED $100 USD. The parties agree that this Section 6 represents a reasonable allocation of risk.
Customer acknowledges that the Services are proprietary to Sysomos and agrees that it will use the same standard of care (and will bind its employees and consultants to such standard) to prevent disclosure to unauthorized third parties as it uses to protect its own confidential information and trade secrets. Customer further agrees that it will use reasonable precautions to see to it that such persons observe the covenants of this Agreement. Sysomos acknowledges and agrees that all Customer information which it comes to know by reason of the Services provided under this Agreement, is confidential to Customer and will not be disclosed to unauthorized third parties. Sysomos will use the same standard of care (and bind its employees, agents or representatives to such standard) to prevent disclosure of such information as it uses to protect its own confidential information and trade secrets of like kind, but in no event less than a reasonable standard of care. Information received by Customer or Sysomos under this Agreement will not be considered confidential if: (a) the information was known to the other party at the time of executing this Agreement; (b) the information was in the public domain at the time it was disclosed; or the information becomes publicly available; (c) the information was independently developed by the other party; or (d) the information was disclosed to Customer or Sysomos by a third party with the other party’s written approval. In the event either party is requested or required in a judicial, administrative or governmental proceeding to disclose any information, material, records or files of the other which are obtained as the result of this Agreement, such party will provide the other with prompt notice of such request(s) so that it may seek an appropriate protective order or waive compliance with the provisions of this Agreement.
9. Term and Termination of Agreement/Remedies
This Agreement shall commence on the Effective Date and expire at the end of the Evaluation Period. Upon expiration or termination of this Agreement for any reason: all use rights granted hereunder automatically revert to Sysomos and Customer will not longer have access to the Services. Upon expiry or termination of this Agreement, Sysomos shall return or destroy all Customer Works in its possession. All terms and conditions which by their nature reasonably should be expected to survive the expiration or termination of this Agreement shall so survive. Sysomos reserves the right to suspend Customer’s access to and use of the Services in the event of any default.
A.If the Customer address referenced on the cover page of this Agreement is located in the United States, this Agreement will be governed by the laws of the State of New York.
B.If the Customer address referenced on the cover page of this Agreement is located in the United Kingdom, this Agreement will be governed by the laws of England and Wales.
C.If the Customer address referenced on the cover page of this Agreement is located in Canada or in a region other than those set out in (A) and (B) above, this Agreement will be governed by the laws of the Province of Ontario.