TextOre’s Service Agreement
TextOre offers a proprietary on-line text mining bureau service which, using keywords and a set of documents to be analyzed as inputs, produces a visualization matrix showing how often each combination of keywords is associated in the analyzed set of documents; and
The User wishes TextOre to utilize such bureau service to generate a report which can be accessed from TextOre’s web site for User’s internal research purposes.
Services. TextOre agrees to provide the above bureau search service, which includes search results obtained from using proprietary software to search and mine text contained in both open data and proprietary data sources.
1. License; Restrictions on Use.
1.1 License Grant. TextOre grants to User a nonexclusive, nontransferable, limited license to access and use the Service: (a) solely for its bonafide internal research purposes; and (b) for a period of thirty (30) calendar days from the date on which the information is posted to TextOre’s web site.
1.2 Restrictions on Use. User shall not reproduce, duplicate, copy, sell, or otherwise use for any commercial purposes any portion of the Service, use of the Service or access to the Service. In addition, User expressly agrees to abide by any and all additional restrictions placed upon its use of the Service, as TextOre may adopt from time to time without prior notice, and as posted upon TextOre’s web site under the caption ”Additional Terms and Conditions of Use.” Such additional restrictions may include, without limitation, restrictions adopted regarding User’s access and use of proprietary data that is delivered as part of the Service.
2. Limited Warranty; Disclaimer of Warranties.
2.1 Limited Warranty. TextOre represents and warrants only that it will endeavor to provide the Services in a professional worker-like manner in accordance with normally accepted industry standards by reasonably qualified personnel.
2.2 Disclaimer of Warranties. TEXTORE MAKES NO PROMISES, REPRESENTATIONS OR WARRANTIES CONCERNING THE SERVICE, WHETHER IMPLIED, EXPRESS OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, INFORMATION CONTENT OR SYSTEM INTEGRATION OR WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TEXTORE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE. TEXTORE SPECIFICALLY DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY FOR THE ACCURACY, COMPLETENESS, LEGALITY, OWNERSHIP, RELIABILITY, OR AVAILABILITY OF ANY THIRD PARTY CONTENT OR MATERIALS DELIVERED AS PART OF THE SERVICE.
3. Liability Limitations.
3.1 THE USER’S SOLE REMEDY FOR ANY DELAY OR DEFICIENCY IN PERFORMANCE OF THE SERVICE SHALL BE TERMINATION OF THIS AGREEMENT. IN NO EVENT SHALL TEXTORE BE LIABLE FOR ANY CLAIM FOR INDIRECT, CONSEQUENTIAL, OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOST PROFITS (WHETHER DIRECT OR INDIRECT), LOST REVENUES (WHETHER DIRECT OR INDIRECT), LOSS OF DATA, LOSS OF GOODWILL, OR PUNITIVE DAMAGES, WHETHER ARISING UNDER TORT OR CONTRACT, EVEN IF TEXTORE HAS BEEN MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
3.2 IN NO EVENT WILL THE TOTAL AND CUMULATIVE LIABILITY OF TEXTORE EXCEED THE TOTAL AMOUNT OF FEES PAID BY USER TO TEXTORE UNDER THIS AGREEMENT AT THE TIME INCIDENT WHICH GAVE RISE TO THE CLAIM OCCURRED. THE PARTIES HERETO AGREE THAT THE DISCLAIMERS OF WARRANTY AND LIMITATIONS OF LIABILITY SPECIFIED IN THIS AGREEMENT WILL SURVIVE THE AGREEMENT’S TERMINATION OR EXPIRATION AND SHALL APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE.
4. Indemnity. User shall at all times indemnify, defend, save and hold TextOre, its successors and assigns, and each of its affiliates, and its or their respective directors, officers, employees, subcontractors, and agents, harmless against any claim, demand, loss, damage, or expense (including reasonable attorneys’ fees) that arises out of or results from : (i) any breach of this Agreement by User or (ii) or (iii) any use of the Service.
5. Proprietary Rights. User acknowledges and agrees that the Service including, without limitation: (a) any third party content or materials delivered as part of the Service; and (b) any software used in connection with the Service, contains proprietary and confidential information that is protected by applicable intellectual property laws. All right, title and interest in the Service belong to TextOre or its third party licensors. User acquires no proprietary interest in any part of the Service. In addition, User shall not remove or obscure any trademark designation, copyright notice or any other notices contained in any third party content or materials, which is delivered as part of the Service.
6. Miscellaneous.
6.1 Force Majeure and Delay. TextOre shall not be liable for delays or failure to perform the Service if due to any cause or conditions beyond the reasonable control of TextOre, including, but not limited to, delays or failures due to acts of God, acts of civil or military authority, fire, flood, strikes, wars, or shortage of power.
6.2 Assignment. User shall not assign or otherwise transfer this Agreement without the prior written consent of TextOre, which shall not be unreasonably withheld. Any attempt to assign in contravention of this Section shall be null and void and of no effect.