Last Updated: March 21, 2017
BY USING THE SAPIENTX PLATFORM, YOU AGREE THAT YOU ARE ENTERING INTO AN AGREEMENT WITH SAPIENTX AND AGREE TO BE BOUND BY THESE TERMS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER ENTITY THAT YOU REPRESENT IN ANY WAY YOU MUST HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF SUCH COMPANY OR ENTITY.
Suspension of Use. SapientX may suspend Developer’s right to access or use any or all of the SapientX Platform immediately upon notice to you if SapientX believes in good faith that: (a) Developer’s use of the SapientX Platform: (i) poses a security risk to the SapientX Platform or any third party, (ii) may adversely impact the SapientX Platform or the systems or content of any other user, or (iii) may subject SapientX, its users, or any third party to liability; or (b) Developer is in material breach of any of these Terms, including without limitation the Developer Content rules or Developer Conduct rules set forth in Section 6 below, or if Developer fails to pay the License Fees on a timely basis.
Platform Ownership. The SapientX Platform, and all content and materials contained therein other than any Developer Content (as defined below), are owned solely by SapientX and are protected by U.S. and international copyright laws. No title to or ownership of the Platform or any proprietary rights associated therewith is transferred to you by these Terms.
Comments. In the event that you provide SapientX with any comments, suggestions, opinions, observations, usage information, and feedback on the Platform, including ideas for improvements, enhancements and other changes to the Software (collectively the “Feedback”). You agree that such Feedback is the confidential information of SapientX and that SapientX will be the sole owner of all Feedback, including all patent, copyright, trademark, trade secret and other intellectual property rights therein, and may use and implement such Feedback in whole or in part without any notice or attribution, payment or other compensation, to you or any third party. You hereby assign to SapientX all right, title and interest you may have in and to all Feedback. You further agree to execute such documents and take, at SapientX’s expense, such actions as SapientX may reasonably request to effect, perfect, confirm and enforce SapientX’s ownership interests and other rights as set forth in this Section 2.
DEVELOPER CONTENT AND CONDUCT
Developer Content Rules. Developer may create or provide content, data, code, information, documents and other items (including Bots) for use in connection with the SapientX Platform (collectively the “Developer Content”). Developer is solely responsible for all Developer Content, and SapientX shall not be responsible or liable in any manner for such Developer Content or for the use, availability, deletion, correction, destruction, damage, or loss thereof. Developer shall not create, upload, transmit, publish or otherwise use, on or in connection with the SapientX Platform, any Developer Content that: (a) infringes upon or violates the rights of any third party including any copyright, trademark, trade secret, or other intellectual property rights, rights of publicity, rights of privacy, or contract rights; (b) is illegal, defamatory, obscene, pornographic, vulgar, indecent, lewd, offensive, threatening, abusive, harmful, inflammatory, deceptive, false, misleading, or fraudulent; (c) promotes hatred, discrimination, bigotry, racism, harassment, violence or harm against any individual or group; (d) violates, or encourages any conduct that would violate, any applicable laws, rules or regulations or give rise to any civil liability; (e) contains any viruses, corrupted data or other harmful, disruptive or destructive files; (f) restricts, interferes with or inhibits any other person from using or enjoying the SapientX Platform; (g) that is directed to children under 13, contains any protected health information or involves financial products or services; or (h) that would otherwise expose SapientX or any third party to liability, special regulations, or harm of any kind. SapientX reserves the right to delete or block access to any Developer Content at any time and for any reason in its sole discretion, including if it receives any notices or otherwise believes that such Developer Content may be in violation of these Terms or Use or may otherwise violate the rights of, or cause any harm or liability of any kind to, SapientX or any third party.
License to Developer Content. We claim no ownership rights in Developer Content. Developer hereby grants to SapientX a nonexclusive, non-transferable, royalty-free, sublicensable, worldwide license to access, reproduce, distribute, publish, display, perform, adapt, modify and otherwise use the Developer Content to provide and maintain the SapientX Platform as set forth in this Agreement.
Developer Conduct Rules. Developer is solely responsible for Developer’s conduct and agrees not to use the SapientX Platform to: (a) interfere with, disrupt, negatively affect or inhibit other users from fully using the SapientX Platform or in any way impair the functioning of the SapientX Platform; (b) impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity; (c) harass other users in any way; (d) distribute spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes; (e) harvest collect or disclose information about other users without their consent; (f) conduct any illegal or unauthorized purpose; or circumvent or attempt to circumvent any filtering, security measures or other features SapientX may adopt to protect SapientX, the SapientX Platform, its users or third parties; (g) use any data mining, robots or similar data gathering or extraction methods; and (h) distribute or enable any spyware, adware, malware, or other malicious code. Developer acknowledges and agrees that SapientX is not liable in any manner for the conduct of other users of the SapientX Platform.
Developer Representations and Warranties; Indemnity. Developer represents and warrants that (1) the Developer Content is original to Developer and do not and will not infringe upon or violate the intellectual property or other rights of any third party or these Terms, and (2) Developer will comply with all applicable laws, rules or regulations in connection with its use of the SapientX Platform. Developer shall defend, indemnify, and hold SapientX harmless from and against all third party claims, actions, proceedings, damages, costs, liabilities, losses and expenses (including, but not limited to, reasonable attorney fees) arising out of or related to the Developer Content, Developer’s conduct, use or misuse of the SapientX Platform, or any breach or alleged breach of any of the representations or warranties set forth in this Agreement.
Third-Party Content. The SapientX Platform may include or provide access to third party data, information and content, including from other users of the Platform (collectively the “Third Party Content”) as a service to those interested in this information. SapientX does not control, endorse or adopt any Third Party Content and makes no representation or warranties of any kind regarding the Third Party Content, including without limitation regarding its accuracy or completeness or non-infringement. You acknowledge and agree that SapientX is not responsible or liable in any manner for any Third Party Content, or for any use thereof in connection with the SapientX Platform, and undertakes no responsibility to update or review any Third Party Content. Users use such Third Party Content at their own risk.
DISCLAIMER OF WARRANTY. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, DEVELOPER ACKNOWLEDGES THAT THE SAPIENTX PLATFORM AND ALL ITEMS AND SERVICES PROVIDED IN CONNECTION THEREWITH ARE BEING PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS, WITH NO WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR ARISING BY LAW, REGARDING THE SAPIENTX PE OF THE POSSIBILITY OF SUCH DAMAGES.
Termination of Program and License. SapientX reserves the right at any time, at its sole discretion and without notice, to suspend, modify, discontinue or permanently cancel the SapientX Platform with no liability of any kind to Developer.