These Terms of Service (“Agreement”) describe the terms and conditions on which Senexx, Inc. (“Senexx”, “we” or “us”) provides access to the Senexx knowledge management platform and related services (collectively, the “Service”) to: (a) the individual, enterprise or organization that is registering to use the Service (“Licensee”); and (b) the individual users who use the Service on behalf of the Licensee (each an “Authorized User”). Each Licensee and Authorized User (collectively, “you”) should read this Agreement carefully. By indicating acceptance of this Agreement or by otherwise using the Service, you are entering into a legally binding agreement with Senexx. If you do not agree to these terms and conditions, you must not use the Service.
The Service is a knowledge management application, designed for use by small-to-medium enterprises and organizations, that uses natural language queries to provide information about sources of knowledge and information within the Licensee enterprise. In order to provide information to Authorized Users, the Service relies on data that you supply to Senexx, on external data sources that you link to the Service, and on data generated by use of the Service by you (collectively, all of this data is referred to in this Agreement as the “User Data”).
In order to use the Service, the Licensee must create an account for its enterprise and register with Senexx. The Licensee, and the Authorized User entering this Agreement on the Licensee’s behalf, represent and warrant to Senexx that: (i) the person executing this Agreement has the right to enter this Agreement on behalf of the Licensee and to bind the Licensee to this Agreement; (ii) Licensee will provide Senexx with accurate, current and complete registration information about the Licensee, and a valid credit card for payment of any applicable fees; and (iii) Licensee’s registration and your use of the Service is not prohibited by law. The Licensee is responsible for its registration and all use of the Service by its Authorized Users and by any person using any user ID or password issued to any Authorized User of the Licensee.
When a Licensee creates an account, the Licensee may invite colleagues and other users within its enterprise to participate in use of the Service by becoming Authorized Users. All Authorized Users will provide Senexx with accurate and complete registration information. No Authorized Users may share passwords or user IDs with any other person.
The Service and the SENEXX website and knowledge management application are the property of Senexx. Without limitation of the foregoing, all the software, algorithms, functionality, text, images, sound, music, marks, logos, compilations (meaning the collection, arrangement and assembly of information), content and software used to deliver the Service or otherwise embodied in or displayed through the Service (the “Senexx Property”), which excludes the User Data, is proprietary to Senexx or to third parties and is protected by copyright and other intellectual property laws. Except as otherwise expressly permitted by this Agreement, any use, copying, making derivative works, transmitting, posting, linking, deep linking, redistribution, sale, decompilation, modification, reverse engineering, translation or disassembly of the Senexx Property is prohibited. You acknowledge that the Senexx Property has been created, compiled, developed and maintained by Senexx at great expense of time and money such that misappropriation or unauthorized disclosure or use of the Senexx Property by others for commercial gain would unfairly and irreparably harm Senexx in a manner for which damages would not be an adequate remedy, and you consent to Senexx obtaining injunctive relief to restrain any breach or threatened breach of this Agreement. You may be subject to criminal or civil penalties for violation of this paragraph.
The marks SENEXX and the SENEXX logo are registered or unregistered trademarks of Senexx, and they may not be used in connection with any service or products other than those provided by Senexx, in any manner that is likely to cause confusion, or in any manner that disparages or discredits Senexx. The Service may also feature the trademarks, service marks, and logos of Senexx or third parties, and each owner retains all rights in such marks. Any use of such marks, or any others displayed on the Service, will inure solely to the benefit of their respective owners.
Senexx authorizes the Licensee and its Authorized Users to provide and upload User Data to the Service, and to access, view and use the Service and Senexx Property, to the extent necessary for the Licensee’s internal knowledge management purposes, subject to the payment of any applicable fees. If your payment plan is subject to any limitations with respect to number of Authorized Users, data usage or storage limits, your license rights are limited to use within those specified limitations. Any re-sale, re-distribution, modification, reproduction, republication, transmission, or other exploitation of the Senexx Property, or any portion of the Senexx Property, is strictly prohibited without the prior written permission of Senexx. You may not combine the Service with any other service or product and supply the combined product or service to third parties. You may not rent or lease use of the Service to any third party. You may not remove any copyright, trademark or other proprietary notices that have been placed on the Senexx Property.
You warrant and agree that your use of the Service will be consistent with this Agreement and will not infringe nor violate the rights of any other party or breach any contract or legal duty to any other parties. You will comply with all applicable laws, regulations and ordinances relating to the Service, the Senexx Property or your use of them, and in using the Service you will not engage in any conduct that restricts or inhibits any other person from using or enjoying the Service.
You are responsible for obtaining and maintaining the computer and other equipment you use to access the Service, and for paying for such equipment and any telecommunications charges. We are not liable for any loss or damage you suffer arising from damage to equipment used in connection with use of the Service.
The fees applicable to use of the Service are available here. Licensee must pay any applicable fees. Licensee represents and warrants that the credit card information provided by Licensee is accurate and valid, and that Licensee will update its credit card information in the event any information provided becomes invalid or incomplete. If any charge is rejected by Licensee’s bank or credit provider, Licensee remains liable to pay any applicable charges. Senexx reserves the right to charge interest on any overdue balance at the rate of 1.5% per month, or the maximum amount permitted by law (if lower). Licensee shall be responsible for Senexx’s reasonable costs of collection, including attorney’s fees, if Senexx has to take any legal or administrative action to collect unpaid fees.
In connection with using the Service, you may upload or submit to Senexx, or you may authorize Senexx to collect on your behalf, data, documents, text, graphics, video, audio, photographs and other materials and information (collectively, “User Data”). The User Data remains your property, and Senexx does not claim any ownership of the copyright or other proprietary rights in such information and User Data. Notwithstanding the foregoing, you agree that:
Senexx does not control User Data. Any opinions, advice, statements, or other content included within User Data are those of the respective authors or distributors, and not Senexx, and Senexx is not responsible for the accuracy or reliability of User Data. Senexx is under no obligation to edit or control User Data that Licensees and Authorized Users post or distribute, and will not be in any way responsible or liable for User Data. Each Licensee is responsible for controlling and monitoring the User Data that its Authorized Users provide to the Service.
Senexx shall treat your User Data as your confidential information, and Senexx shall take reasonable precautions to avoid disclosure of the User Data to any person except Licensee and its Authorized Users. Senexx will use the User Data provided by the Licensee and its Authorized Users only to provide Services to such Licensee (provided that Senexx may conduct analytics and data aggregation activities across all of its customers using all or subsets of User Data from its customers generally, for the purposes of improving and developing the Service, and this Agreement shall not prohibit such activities). Senexx will implement reasonable and appropriate measures designed to secure User Data against accidental or unlawful loss, access or disclosure. The foregoing obligations shall not apply to any information that: (a) was in the public domain prior to the date of this Agreement or subsequently came into the public domain by other than an unauthorized disclosure; (b) was previously known to Senexx free of any obligation to keep it confidential; (c) was rightfully received by Senexx from a third party whose disclosure would not violate a confidentiality obligation and which disclosure was not in breach of this Agreement; (d) was required to be disclosed in a judicial or administrative proceeding; (e) was independently developed by Senexx without breach of this Agreement; or (f) was approved for release by the written authorization of Licensee. On termination of this Agreement, Senexx shall be under no obligation to return User Data to you.
8.1 Licensee and each Authorized User shall comply with all rules and policies for use of the Service that are published by Senexx from time to time. Without limitation of the foregoing, you shall not:
8.2 You shall not submit, post, upload to, distribute through or otherwise use in connection with the Service any User Data that:
8.3 Senexx reserves the right (but is not obligated) to do any or all of the following:
Senexx has no liability or responsibility to Licensees of the Service or any other person or entity for performance or nonperformance of the aforementioned activities.
Use of the Service is not directed to Licensees under the age of 13. If you are under the age of 13, you are not permitted to register as a Licensee or to send personal information to Senexx.
The Senexx website may contain links to third-party websites. The linked sites are not under our control, and we are not responsible for the contents of any linked site. We provide these links as a convenience only, and a link does not imply endorsement of, sponsorship of, or affiliation with the linked site by Senexx. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any of these third parties.
Senexx is pleased to hear from you and welcomes your comments about the Service. In the event that you submit ideas or suggestions for the Service (“Service Comments”), the Service Comments will be deemed, and will remain, the sole property of Senexx. None of the Service Comments will be subject to any obligation of confidence on the part of Senexx, and Senexx will not be liable for any use or disclosure of any Service Comments. Without limiting the foregoing, Senexx will be entitled to unrestricted use of the Service Comments for any purpose whatsoever, commercial or otherwise, by any means, by any media, without compensation to the provider, author, creator or inventor of the Service Comments.
IF SENEXX PROVIDES THE SERVICE TO YOU AT NO CHARGE, THE SERVICE IS PROVIDED “AS IS”, WITH ALL FAULTS.
IF YOU PAY SENEXX FEES FOR THE SERVICE, SENEXX WARRANTS THAT THE SERVICE WILL SUBSTANTIALLY CONFORM TO THE DESCRIPTIONS FOR THE SERVICE SET FORTH IN SENEXX’S USER DOCUMENTATION. SENEXX’S SOLE AND EXCLUSIVE LIABILITY, AND YOUR SOLE AND EXCLUSIVE REMEDY, WITH RESPECT TO BREACH OF THE FOREGOING WARRANTY SHALL BE SENEXX’S REASONABLE COMMERCIAL EFFORTS TO REMEDY THE ERROR, OR DAMAGES UP TO THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 12.
EXCEPT AS EXPRESSLY STATED IN THIS SECTION 12, SENEXX EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING: (i) ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING AND USAGE OF TRADE; (ii) THAT THE SERVICE AND SENEXX PROPERTY WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR, AND (iii) AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED FROM THE SERVICE OR THE SENEXX PROPERTY. Senexx may pause or interrupt the Service at any time, and Licensees should expect periodic downtime for updates to the Service. No advice or information, whether oral or written, obtained by you from Senexx or through the Service will create any warranty not expressly stated herein.
UNDER NO CIRCUMSTANCES WILL YOU BE ENTITLED TO RECOVER FROM SENEXX ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR LOSS OF USE), WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE ARISING FROM OR RELATING TO THE SERVICE OR THE SENEXX PROPERTY, EVEN IF SENEXX HAS BEEN INFORMED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
SENEXX’S MAXIMUM LIABILITY TO YOU FOR ANY DAMAGES OR LIABILITY ARISING IN CONNECTION WITH THE SERVICE, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, SHALL BE A REFUND OF THE AMOUNTS PAID BY YOU TO SENEXX IN THE THREE (3) MONTHS BEFORE THE CLAIM IS MADE. IF SENEXX HAS MADE THE APPLICABLE SERVICE AVAILABLE TO YOU AT NO CHARGE, THE MAXIMUM AGGREGATE LIABILITY OF SENEXX FOR ANY AND ALL DAMAGES ARISING FROM THE SERVICE OR THE SENEXX PROPERTY SHALL BE THE AMOUNT OF $10, WHETHER THE CLAIM AROSE IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.
Without limitation of the disclaimers and limitations of liability set forth in Section 12, you acknowledge and agree as follows: (a) Senexx provides the Service using cloud computing services of a third party cloud provider, currently Amazon Web Services LLC (the “Service Provider”); (b) the price at which Senexx could afford to offer the Service would vary if Senexx provided the Service other than using such cloud services; and (c) Senexx shall not be responsible or liable to you for any act, omission or failure of the Service Provider.
Licensee shall defend, indemnify and hold harmless Senexx against any and all claims, actions, proceedings, suits, liabilities, losses, damages, costs, expenses and attorneys’ fees arising in connection with Licensee’s use of the Service or Licensee’s breach of any provision of this Agreement. Senexx reserves the right to assume the sole control of the defense and settlement of any claim, action, suit or proceeding for which you are obliged to provide indemnification hereunder. You will cooperate with Senexx with respect to such defense and settlement.
Senexx complies with the provisions of the Digital Millennium Copyright Act applicable to internet service providers (17 U.S.C. §512, as amended). If you have any complaints or objections to material posted on the Service you may contact our Designated Agent at the following address:
One Cambridge Center, Cambridge MA 02142
Any notice alleging that materials hosted by or distributed through the Service infringe intellectual property rights must include the following information:
You and Senexx agree that all matters arising from or relating to the use and operation of the Service will be governed by the substantive laws of the Commonwealth of Massachusetts, without regard to its conflicts of laws principles. You agree that all claims you may have arising from or relating to the operation, use or other exploitation of the Service will be heard and resolved in the federal and state courts located in Boston, Massachusetts. You consent to the personal jurisdiction of such courts over you, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any object to proceeding in such courts. If you gain access to the Service from locations other than Massachusetts, you will be responsible for compliance with all local laws of any such other location, and in no event will you use the Service or Senexx Property in violation of U.S. export laws or regulations.
Senexx reserves the right to suspend your password and/or access to the Service at any time if it believes you are in breach of this Agreement. Senexx reserves the right to terminate or modify this Agreement, terminate the Service or modify any features or aspects of the Service, or modify its policies at any time, with or without notice to you. If you use the Service, you shall be bound by the version of the Agreement in effect at the time of your use. You are under an obligation to review the current version of this Agreement and other published Senexx policies before using the Service. Sections 3, 5, 6, 7, and 11-20, any accrued rights and remedies, and any other provisions that by their nature require survival in order to be effective, shall survive the termination or expiration of this Agreement.
In no event shall Senexx be liable for any failure to comply with this Agreement to the extent that such failure arises from factors outside Senexx’s reasonable control.
No delay or omission by Senexx in exercising any of its rights occurring upon any noncompliance or default by you with respect to any of the terms and conditions of this Agreement will impair any such right or be construed to be a waiver thereof, and a waiver by Senexx of any of the covenants, conditions or agreements to be performed by you will not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement hereof contained. As used in this Agreement, “including” means “including but not limited to” and the term “partner” is used solely to denote another entity with which Senexx has a sponsorship or similar contractual arrangement. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement will remain in full force and effect and will be reformed to be valid and enforceable while reflecting the intent of the parties to the greatest extent permitted by law. Except as otherwise expressly provided herein, this Agreement sets forth the entire agreement between you and Senexx regarding its subject matter, and supersedes all prior promises, agreements or representations, whether written or oral, regarding such subject matter. Your registration, this Agreement and your rights and obligations hereunder are not assignable or transferable by you to any third party without the prior written consent of Senexx. We may assign this Agreement to any purchaser of the Senexx business. This Agreement may be executed electronically, and your electronic assent or use of the Service shall constitute execution of this Agreement. You agree that the electronic text of this Agreement constitutes a writing and your assent to the terms and conditions hereof constitutes a “signing” for all purposes.
June 7, 2011