TERMS AND CONDITION

(Subscription Agreement)

 

Last updated: 10/11/2022

Please read these Terms and Conditions (“Agreement”) thoroughly and carefully before using the Website and the Service (as described below). This Agreement sets forth the legally binding terms and conditions for the use of the Website and the Service.

YOU MAY NOT USE THE SERVICE IF YOU DO NOT UNCONDITIONALLY ACCEPT THIS AGREEMENT.

By registering for and/or using all or any portion of the Service (defined below), you agree that you have read, understand, and accept this agreement and all other operating rules, policies and procedures.

You must not use the Service if: (a) you do not agree to the terms of this Agreement; (b) you are not of the legal age to form a binding contract with the Company; (c) you are a person barred from receiving this Services under the law; (d) you do not have the authority on behalf of your organization.

In case if your organization has a separate contract in writing with Semantrum LLC covering its use of the Service, then that contract shall govern instead.

 

The Service may cause your Computer to automatically connect to the Internet. The Service may also require activation or registration.

1.1. "Company" means Semantrum LLC with a registered address at 04112, Parkovo-Syretska, 23, Kyiv, Ukraine, (company number 40979732);

 

1.2. “Client” means you as an individual and "Your" and "Yours", unless you are accepting on behalf of a company in this case “Client” means that organization.

 

1.3. “Party” or “Parties” means the Company and the Client are each referred to in this Agreement separately or collectively.

 

1.4. "Service" or "Services" means the services made available by the Company on the website https://semantrum.net that provides monitoring of mentions and audit of reputation in the media, web sources, and social networks with detailed analytics, visualization, and tracking dynamics according to your personal metrics.

 

Service is internet-based software as a service application and associated technology made available from time to time at the website and from which the Services are rendered.

 

1.5. "Permitted purpose" under the present Agreement are:

 

  1. creation by the Client, by way of using the Service provided by the Company, by way Data Analysis, of commercially valuable information that the Client may use to improve its brand image;

  2. creation by the Client, by way of using the Service provided by the Company, by way of Data Analysis, of commercially valuable information to be subsequently used by the Client only in its own business interests.

 

1.6. "Fee" means a monetary compensation paid by the Client to the Company for the Services.

 

1.7. "Pricing plan" means the package of functionality and allowances the Company has agreed to provide to the Client for defined amount of the Fee, including a number of topics for monitoring and term of use.

 

1.8.  "Client's account" or "Account" means a registered entry, particular structured data, and information related to a single element of the Service and individualized by login details provided by the Client to the Company during registration in the Service.

 

1.9.  "Order Form" means the document detailing the Services ordered from the Company the signing date of which is the start date of using the Service and serves as the proof of the Service usage as of its signing date.

 

1.10. "Period" or "Term" means the period that the Client is permitted to use the Services and is specified in the applicable sales documentation (e.g., sales order, purchase receipt, or other purchase confirmation).

 

1.11. "Third-Party" means individuals, entrepreneurs, and legal entities that are not a Party to the present Agreement.

2. SCOPE OF THE AGREEMENT

2.1 The Services are provided for the period defined in the order form (“Period”), along with the subscription details and financial conditions, only to the Client and its authorized users. The order form sets out the Fees for the Services and the Client must pay the Fees in accordance with the conditions defined therein and in accordance with the Agreement.

2.2. The Services include the right for the Client to use the Services, as they are detailed in the order form, during the Period and in accordance with the conditions set out in this Agreement. The information, reports and analytics may quote or incorporate excerpts of certain material owned by Third-Party platforms.

 

2.3. The Services and the software are licensed, not sold. Subject to your continued compliance with this Agreement, the Company grants you a non-exclusive, non-transferable, non-sublicensable, limited license to use the Services in a manner consistent with its design and intended purpose:

(a) as stated in the order form ("Territory");

(b) during the Period of Use; and within the scope of pricing plans and on the Permitted Number of Computer(s) as specified the in the order form. 

2.4. Service is the result of the intellectual activity of the Company and is protected according to the applicable copyright law. The Company warrants that it possesses all the rights necessary for entering into the present Agreement.

Alienation of or granting the right to use the exclusive rights is not the object of the present Agreement.

2.5. List of pricing plans are available on the website of the Company: https://www.world.semantrum.net/pricing

2.6. The Client hereby acknowledges that it has reviewed all functional attributes and characteristics of the Service. The Client bears the risk of any nonconformance of the Service to the Client's needs and requirements.

2.7. The data collected via the Service provided to the Client shall include content posted by Third-Parties. Since the data is generated automatically, the Company does not review the Third-Party content at any stage and makes no warranties or representations with respect to the Third-Party content, including with respect to its legality, non-infringement, offensiveness, ownership, and content or the right to use the Third-Party content.

The Client agrees and acknowledges that the Company may not monitor, edit or review the content collected and distributed to the Client and that the Company consequently does not retain any liability whatsoever for the content, including but not limited to, whether the content is incorrect, inappropriate, illegal or infringes any intellectual property rights of a Third-Party.

For clarification purposes, the Company does not own or license the data derived via Service.

2.8. For the avoidance of doubt and alternative construction, the present Agreement does not involve the disposition of the exclusive right, granting the right to use under an exclusive license to any intellectual work results owned by the Company. The provisions of the present Agreement do not limit the Company’s right to use and dispose of the Service and a data-derived via the Service at its own option and discretion, including the right to grant Third-Parties access to the Service and a data-derived via the Service.

 

3. RESTRICTIONS AND REQUIREMENTS

3.1. Use Obligations. The Client agrees shall not use the Service other than as permitted by this Agreement and that he shall not use the Service in a manner inconsistent with its design or documentation.

3.2. No modifications, reverse engineering. The Client may not:

(a) modify, port, adapt or translate any portion of the software of the Service;

(b) reverse engineer, decompile, disassemble, or otherwise attempt to discover, within the software, the source code, or any portion of the software data representations or underlying algorithms, processes and methods.

3.3. No unbundling. Nonetheless, the service is designed and provided to you as a single product to be used on Computers as permitted herein.

3.4. Third-Party Online Services. The Services may facilitate your access to websites maintained by third parties offering goods, information, software, and services ("Third-Party Online Services”). Your access to and use of any Third Party Online Services is governed by the terms and conditions found on such site(s) or otherwise associated with such Third Party Online Services. The Company does not control, endorse, or accept responsibility for Third-Party Online Services. Any dealings between you and any third party in connection with a Third-Party Online, including such party's privacy policies and use of your personal information, delivery of and payment for goods and services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such third party. Third-Party Online Services might not be available in all languages or to residents of all countries and the Company may, at any time and for any reason, modify or discontinue the availability of any Third Party Online Service.

3.5. Third-Party Services and Software. The software may include third-party services and software, and the Client responsible for complying with any and all third-party terms that apply.

3.6. No Transfer. The Client shall not rent, lease, sell, resell, sublicense, assign, or transfer his rights, or authorize any portion of the Services to be copied onto another individual or legal entity's Computer except as may be expressly permitted herein.

3.7. Territory. The Client shall only use the Service in the Territory as stated in the order form. The Company may terminate this Agreement if the Company determines that the Client is using the Services outside the Territory or in violation of the activation policy.

3.8. Intellectual Property Ownership. The Company retains all rights, title, and interest in the Service The Company does not grant you any rights to patents, copyrights, trade secrets, trademarks, or any other rights in respect to the items in the Service. The Company reserves all rights not granted under this Agreement. The structure, organization, and source code of the software are the valuable trade secrets and confidential information of the Company and its suppliers. The service and the software are protected by law, including but not limited to copyright laws. The Company and its suppliers reserve all rights not expressly granted.

4. REGISTRATION AND ACCESS TO THE SERVICE

4.1. The right to use the Service is granted to the Client by granting round-the-clock access to the Service. In order to access the Service, the Client shall register a Client Account following the registration procedure provided on the Website. After registering the Client Account on the Website, the Client receives unique login and password to identify the Client in the Service.

4.2. The access to the Service is granted continuously starting from the date of granting the right to use the Service in a following way:

  1. During the term of granting the right to use the Client using the Account forms requests for required monitoring by entering the relevant request parameters in the respective request fields in the Client Account;

  2. The request is processed automatically by the Service;

  3. The result of processing the request is a presentation of the monitoring results in the Account.

 

5. COMPANY’S FEE

 

5.1. The amount of the Company’s Fee for granting the right to use the Service shall be calculated in accordance with the Pricing plan chosen by the Client. The Client shall pay the fees for the Service set out in an order form.  Fees are based on subscriptions purchased and not on actual usage; payment obligations are non-cancellable, and fees are non-refundable.

 

5.2. Fees for the Services shall be invoiced in advance in accordance with the terms of an order form. The Client undertakes to prepay one hundred percent (100%) of the Company’s Fee. The account shall not be activated unless the Fee is paid.

 

5.3. In case in accordance with the legislation of a foreign jurisdiction the Client has to withhold any taxes or duties withheld in such foreign jurisdiction from the Company as the recipient of income, including, in particular, VAT and income (profit) tax withheld at source and any other similar taxes that may replace or complement the existing ones, the amount to be paid to the Company shall be increased in such a way so that the net amount received by the Company after withholding or payment of the said taxes would be equal to the amount indicated in an Order Form hereto.

 

5.4. The Company is entitled to change the amount and the procedure for payment of the Fee. New terms regarding the amount and settlement terms apply only to the subscriptions that had not been paid for by the Client at the moment of entry of the new terms into force.

 

6. PARTIES RIGHTS AND OBLIGATIONS

 

6.1. Rights and obligations of the Company

 

  1. The Company is entitled to dispose of the Service, to transfer the rights to use the Service to Third-Parties, to use the Service in any form and by any means as it thinks fit;

  2. The Company is entitled to update the content, functions, and user interface of the Service. The Company bears no responsibility towards the Client for modification of the Service. The Company is entitled but not obliged to notify the Client of certain performed modifications by publishing a notice on the Website, via the Client's Account, and/or by e-mail;

  3. The Company is entitled to add, edit or delete any information at its own discretion, including to the scope of data sources analyzed by the Service;

  4. The Company may perform routine interruptions in the Service availability that are considered the normal operation of the Service and shall not entail recalculation of the fees paid by the Client. The Company may make routine interruptions, in particular, for updating the Service functionality;

  5. In case the Client has complaints regarding the quality of the Service, the Company shall not make any compensations towards the Client and shall not bear any liability for any losses of the Client incurred as the result of using or inability to use the Service. The Company reserves the sole right to qualify any property of the Service functioning as a shortfall (error, defect, etc.);

  6. The Company undertakes to render technical support to the Client in respect of using the Service.

6.2.  Rights and obligations of the Client

 

  1. The Client is entitled to use the Service on the terms and within the limits stipulated by this Agreement and the order form;

  2. The Client undertakes to pay the Fee according to the procedure, in the amount and within the time limits stipulated by the present Agreement and Order Forms to it;

  3. The Client undertakes to use the data obtained with the Service exclusively for its own needs. The Client shall grant access to the Service only to its employees that entered with the Client into a confidentiality agreement providing a degree of protection at least equal to that provided by the present Agreement between the Parties;

  4. The Client undertakes not to disclose to Third-Parties, including its clients, the parameters for accessing the Account, including, but not limited to, logins and passwords, authorization tokens for API access, and not to use the above-mentioned access parameters for purposes not permitted by the present Agreement, including in a way that may damage business interests and reputation of the Company;

  5. The Client bears sole responsibility for the safety and confidentiality of its logins and passwords and for losses that may arise as the result of unauthorized use of the Client’s Account in the Service. All actions performed using the login and the password of the Client are deemed to be performed by the Client. The Client bears sole responsibility towards Third-Parties for all actions performed using login and password of the Client, and bears the risk of possible adverse consequences for itself and the Company;

  6. The Client undertakes to immediately notify the Company in case of loss and/or disclosure of login and password by the Client;

  7. The Client undertakes not to use any devices or computer programs in order to interfere in the proper functioning of the Service;

  8. The Company bears no liability for any losses incurred as the result of misusing or inability to use the Service that arose through the fault of the Client;

  9. The Client undertakes not to conclude sublicense agreements, not to transfer in any other way the rights to the Service, and not to assign or transfer its rights and obligations hereunder to Third-Parties without the written consent of the Company;

  10. In case the Client at its own initiative discontinues using the Service, the fee for using the Service shall not be recalculated and returned;

  11. The Client undertakes not to use the Service and data obtained using the Service for any activity prohibited by the applicable law, including illegal surveillance, stalking, spamming users, breach of data protection legislation, conducting or providing analysis or research for any unlawful or discriminatory purpose and/or any content relating to the commission of a crime, or any other sensitive categories of personal information prohibited by law.

7. LIABILITY OF THE PARTIES

7.1. The Parties shall bear liability for failure to fulfill or improper fulfillment of their respective obligations under the present Agreement in accordance with the present Agreement and Order Forms hereto, and in the part not covered by present Agreement and Order Forms hereto – in accordance with the applicable law.

7.2. In case a breach of law is revealed and upon issuance of relevant orders by law enforcement bodies or other authorized state bodies and officials, the Company reserves the right to suspend the Client’s access to the Service by sending the Client a written notification of the found violations with a demand to remedy such violations. In case the Client fails to remedy the violations within the term stipulated in the notification, the Company shall be entitled to delete the Client’s Account without recalculation of the Company’s Fee and without compensating the Client for any losses.

7.3. In case of using the Service the Client commits a breach of any provision of the present Agreement and/or the applicable law, the Company shall be entitled to unilaterally suspend the access to the Service without recourse to court proceedings until the Client remedies such breach, or to terminate the present Agreement by sending the Client a written notification thereof, effective from the date stipulated in such notification, without recalculation of the Company’s Fee and without compensating the Client for any losses.

7.4. The Client shall bear liability for any breach of law, including data protection laws, and for infringement of the Third-Parties’ rights, in case the Client or its Users when using the Service commit a breach of personal data protection requirements, copyright, or associated intellectual property rights, commit unauthorized use of trademarks, commercial names, or other means of individualization.

In case the Company receives claims, demands, and/or orders to pay penalty from state bodies and/or Third-Parties in relation to improper use of the Service, the Client shall, using its own resources and at its own expense, settle the abovementioned claims or, in case such claims cannot be settled, shall reimburse the Company for losses incurred in connection therewith.

7.5. The Client shall be responsible for all information or other materials (including data files, texts, and other files and images) obtained using the Service, that the Client or its users provide to Third-Parties and for all consequences of using the Service (including any losses that may be incurred by the Client, the Company, or Third-Parties).

8. LIMITED WARRANTY AND INDEMNIFICATION

8.1. THE SERVICE IS PROVIDED WITHOUT ANY WARRANTIES OR GUARANTEES. THE SERVICE IS PROVIDED “AS IS”, AND THE COMPANY DISCLAIMS ALL WARRANTIES WITH REGARD TO THE SERVICE WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, SATISFACTORY QUALITY.

8.2. THE COMPANY DOES NOT WARRANT THAT THE USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE OR THAT THE SERVICE DOES NOT CONTAIN ANY VIRUSES. THIS WARRANTY DISCLAIMER IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND THE COMPANY. THE COMPANY WOULD NOT PROVIDE THE SERVICE ABSENT SUCH DISCLAIMER.

NO REPRESENTATIONS OR WARRANTIES ARE MADE BY ANY OF THE COMPANY’S CUSTOMERS OR SUPPLIERS UNDER OR BY VIRTUE OF THIS AGREEMENT. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE, OR WITH ANY OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE THE SERVICE.

8.3. THE COMPANY IS NOT LIABLE FOR ANY DAMAGES YOU MAY INCUR. IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, OR THEIR RESPECTIVE SUPPLIERS OR CUSTOMERS BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR INDIRECT DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION DAMAGES FOR INTERRUPTION OF BUSINESS, LOST DATA, LOST PROFITS, OR THE LIKE) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), PRODUCT LIABILITY, OR OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT WILL THE CUMULATIVE LIABILITY OF THE COMPANY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNT OF FEE PAID BY THE CLIENT FOR THE MONTH IN WHICH THE SAID BREACH WAS COMMITTED IN RESPECT OF THE SERVICE GIVING RISE TO THE CLAIM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE FOREGOING EXCLUSION AND LIMITATION MAY NOT APPLY TO YOU. THIS LIMITATION OF LIABILITY WILL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY SET FORTH HEREIN. THIS LIMITATION OF LIABILITY IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND THE COMPANY. THE COMPANY WOULD NOT PROVIDE THE SERVICE TO YOU ABSENT SUCH LIMITATION.

8.4. INDEMNIFICATION.  THE CLIENT AGREES TO INDEMNIFY AND HOLD THE COMPANY AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS (IF ANY) HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS' FEES, DUE TO OR ARISING OUT OF YOUR:

  1. USE OF THE SERVICE;

  2. VIOLATION OF THIS AGREEMENT OR ANY LAW OR REGULATION; OR

  3. VIOLATION OF ANY RIGHT OF A THIRD PARTY.

 

9. DISCLAIMER OF WARRANTIES

9.1. The Company, its affiliates, suppliers, disclaim all warranties, express or implied, including the implied warranties of non-infringement, merchantability, and fitness for a particular purpose. The Company makes no commitments about the content within the Service.

The Company further disclaims any warranty that

  1. the Service will meet the Client’s requirements or will be constantly available, uninterrupted, timely, secure, or error-free;

  2. the results obtained from the use of the Service will be effective, accurate, or reliable;

  3. the quality of the Service will meet the Client’s expectations; or

  4. any errors or defects in the Service will be corrected.

9.2. The Company specifically disclaims all liability for any actions resulting from the Client’s use of the Services. The Client may use and access the Services at his own discretion and risk and is solely responsible for any damage to his computer system or loss of data that results from the use of and access to any Software.

10. CLAIMS EXCHANGE

10.1. If the Client has any concern or dispute, the Client agrees to first try to resolve the dispute informally by contacting the Company.

10.2. The Parties may send each other claims via mail, courier, or e-mail. Claims sent by any of the abovementioned means entail for the sender and the intended recipient legal consequences provided by the law and the present Agreement.

10.3. If a claim is not resolved within 30 days of receipt by us, any resulting legal actions must be resolved through final and binding arbitration, including any question of whether arbitration is required, except that you may assert claims in small claims court if your claims qualify.

10.4. Claims related to the Agreement or the Service are permanently barred if not brought within one year of the event resulting in the claim.

10.5. The Service is subject to laws, restrictions, and regulations the laws of Ukraine and international laws may govern the import, export, and use of the Service. By using the Service, the Client agrees to comply with all such laws, restrictions, and regulations.

10.6. The Agreement and all matters not covered by the Agreement shall be governed by the law of Ukraine.

Any claims or actions arising in respect of or in relation to the scope of the present Agreement (or in relation to the services) shall be decided solely by International Commercial Arbitration Court
at the Ukrainian Chamber of Commerce and Industry (33, Velyka Zhytomyrska Street
Kyiv, 01601, Ukraine) in accordance with provisions of the applicable laws of Ukraine. The Parties hereby expressly and unconditionally submit to the exclusive jurisdiction of the abovementioned court in respect of such claims or actions, and waive, to the fullest extent permitted by law, any right to raise improper venue and to demand a change of venue.

11. PRIVACY POLICY

11.1. For information about how the Company collects, uses, shares, or otherwise processes information about the Client and his use of the Service, please see the Company's Privacy Policy: https://www.world.semantrum.net/privacy-policy.  The Privacy Policy is incorporated into this Agreement by this reference.

The Client agrees to the use of his data in accordance with the Company’s Privacy Policy.

12. TERM OF THE AGREEMENT

12.1. The Agreement shall enter into force at the moment of its acceptance during the Client’s registration at the Service via the Website or agreed to via order forms, and it continues until all orders have expired or been terminated in accordance with the terms of this Agreement.

12.2. The Clients rights under this Agreement shall terminate automatically if the Client fails to comply with any of its terms or make timely payments.

12.3. Termination of the Clients account does not relieve the Client of any obligations to pay outstanding fees. Upon expiration or termination of the Agreement, The Client must not use the Service.

13. CHANGES TO THIS AGREEMENT

13.1. The Company reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is a material, we will provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at the sole discretion of the Company.

13.2. By continuing to access or use the Service after any revisions become effective, the Client agrees to be bound by the revised terms. If the Client does not agree to the new terms, he is no longer authorized to use the Service.

13.3. The current version of this Agreement is posted at  10/11/2022, the latest version of the Privacy Policy is posted at  13/07/2022.

13.4. It is the Client's responsibility to remain informed of any changes as he is bound by the latest version of the Agreement, Privacy Policy.

13.5. By continuing to access or use the Services after any revisions become effective, the Client agrees to be bound by the revised terms. If the Client does not agree to the new terms, he is no longer authorized to use the Service.

 

14. GENERAL PROVISION

14.1. Entire Agreement. This Agreement contains the entire understanding of the Client and the Company relating to the subject matter and supersedes all earlier agreements, understandings, proposals, discussions, negotiations, representations and warranties, both written and oral, regarding the subject matter.

14.2. Severability. If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.