In subscribing to Aylien services, you have accepted the purchase order as presented to you by Aylien or our designated affiliates. By your subscription, acceptance of the purchase order, and /or any use of Aylien products or services, you or the entity that you represent (“Customer”), are unconditionally consenting to be bound by these Terms and Conditions and the applicable purchase order (The Agreement”).
This Agreement is effective as of the date of Subscription.
You represent and warrant that you have the necessary power and authority to enter into this Agreement on the behalf of yourself and/or the entity you represent. You further agree to perform the obligations hereunder.
Subject to the terms and conditions of this Agreement, during the Term, Aylien grants you a limited, non-exclusive, non-transferable, non-sub-licensable, non-assignable license to access and use the selected proprietary application programming interface solely to implement, integrate and use the Aylien Services for personal or internal business purposes.
Aylien makes the API available to you electronically, requiring an Aylien API Key for you to access the services. As a condition of receipt and use, of this Key it is acknowledged that API key is to be kept private. It may not be shared or otherwise disclosed to third parties. You acknowledge that it is your responsibility to protect this API Key. You also acknowledge that you will not create multiple accounts to get multiple API Keys at any time and under whatever circumstances.
Provision of the Aylien Service is conditioned upon Customer’s proper use of the Aylien API. Except as expressly authorized under this Agreement, Customer may not:
- Copy, rent, lease, sell, transfer, assign, sublicense, disassemble, reverse engineer, create derivative works, decompile, modify, adapt or alter any part of the Aylien API;
- Use the Aylien API on behalf of any third party or otherwise make the API available over a network where it could be used by others;
- Create multiple accounts and/or use multiple API Keys;
- Publish information obtained through use of the API;
- Use the Product to reproduce copyrighted material;
- Use the Aylien API to disable, interfere with, or override Aylien Services in a manner that bypasses this Agreement or the API Key registration process, including but not limited to; proxy servers, spiders, robots or other technology;
- Use the Aylien API in any manner that violates any laws directly or indirectly.
As part of the Aylien Service, Aylien collects and generates certain content by aggregating information regarding publicly available web pages utilizing Aylien’s proprietary technology. As part of the API Service, certain Data is made publicly available to end-users. Data does not contain any personally identifiable information regarding any end users. Aylien owns all right, title and interest in and to all compiled Data and cataloging of Data as presented.
Subject to the terms and conditions of this Agreement, Aylien grants to Customer a non-exclusive, non-sublicensable, non-transferable license to use, copy and modify the Data solely for Customer’s internal business purposes. Customer shall have no right to sublicense, sell, syndicate or otherwise share the Data with any third party.
You may only use the Data or Content output or provided by Aylien for internal purposes only and, unless expressly authorized herein, you may not publicly release or disclose any data or usage statistics or other information regarding the Data or Content. You agree to and will make available to Aylien any usage statistics or other information regarding the access and use of the Aylien API.
Basic or free subscribers using the Aylien API and related Content or Data, shall agree to conspicuously display the Aylien API logo to indicate that Aylien technology is being used.
This graphic shall measure at least 200 by 100 pixels and be displayed on all web pages, documents or other renderings where Aylien API Content or API data is used.
In addition you provide a clickable hyperlink to Aylien which shall read: “Text Analysis by Aylien API” within your website or application. Similar attributions must be used in all published and/or printed works, including but not limited to research papers and journal articles.
Aylien hereby grants a nontransferable, nonexclusive license to use Aylien’s trademarks during the Term to display the Aylien icon and to advertise the use of Aylien’s API on your site or service. Licensee hereby grants to Aylien a nontransferable, nonexclusive license under Licensee’s trademarks during the Term to advertise that Licensee is using Aylien’s Services. Each party will submit advertising materials containing the other party’s trademarks to the other party before release to the public for inspection, and such other party will have the right to modify any such advertisements. Except as set forth in this Section, nothing in this Agreement shall be considered a grant or shall be deemed to grant to one party any right, title or interest in or to the other party’s trademarks. All use of Licensee’s trademarks by Aylien shall inure to the benefit of Licensee and all uses of Aylien trademarks by Licensee shall inure to the benefit of Aylien.
Unless parties have specifically agreed otherwise in a negotiated or customized Purchase Order, this Agreement shall have an initial term of one year from the date of the Purchase Order (“Initial Term”). Thereafter, this Agreement will be extended automatically on an annual basis unless either party gives 30 days prior written notice of its intent not to renew.
This Agreement may be terminated: (i) by Customer upon at least 30 days prior written notice to Aylien provided that Customer shall be responsible for and shall pay to Aylien any fees due; or (ii) by either party materially breaches this Agreement.
Upon termination or expiration of this Agreement all rights and obligations of the parties under this Agreement shall immediately cease, provided that certain rights and obligations, including but not limited to, the right to payment, shall survive.
Unless otherwise set forth in a separate Purchase Order, terms of payment shall be due according to published subscription rates.
REFUND AND CANCELLATION POLICY
You may cancel your monthly subscription at anytime and you will not be charged for the following month(s). However Aylien will not issue a refund for the current month.
Any personal information collected from Customer will be securely held and processed in accordance with local law and will never be shared with or sold to third parties.
Aylien may immediately suspend access to the Aylien API and/or terminate this Agreement at any time, with or without cause. If you wish to terminate this Agreement you may do so by discontinuing use of the services. Aylien will not be liable for any costs, expenses, or damages as a result of either party choosing to terminate this Agreement. Upon termination of this Agreement, you will promptly cease using the Services and Content.
You acknowledge that all title, intellectual property, and licensing rights to the content or data available through Aylien Services is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties and subject to use restrictions under such laws or treaties.
In all output, products or services provided to you, Aylien expressly reserves any and all rights not specifically granted to you herein.
Further, you understand that Aylien may retain a copy of the metadata generated by the Aylien Services. By generating metadata through Aylien Services, you grant Aylien a non-exclusive perpetual, sub-licensable, royalty-free license to that metadata.
If you believe that your own copyrighted work is accessible on the Service in violation of your copyright, you may provide our Designated Agent with a written communication as set forth in the Digital Millennium Copyright Act (“DMCA”), 17 U.S.C. § 512(c)(3) that contains the following written information:
A description identifying in sufficient detail the copyrighted work or intellectual property that you claim has been infringed so it may be accurately located using the URL. Where multiple works are at issue please provide a list of URLs or sufficient information to locate the alleged infringing material.
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest:
- A statement by you that you have a good-faith belief that the disputed use is unauthorized by the copyright owner, its agent, or the law;
- A statement by you made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
- Also include your name, mailing address, telephone number and email address.
For additional questions or to forward your Notice of claims of infringement to Aylien’s Copyright Agent please go here.
The Aylien API, all related Services and Data are provided “AS IS” on an “AS AVAILABLE” basis without warranty or condition of any kind. Aylien disclaims all warranties; express or implied, including implied warranties of merchantability, fitness for a particular purpose and non-infringement, and any warranties or conditions arising out of course of dealing or usage of trade. Aylien is not responsible or liable (and makes no representation or warranty) for the accuracy, content, completeness, legality, reliability, or availability of the API.
You will defend, indemnify and hold Aylien harmless against any third party claims, liabilities or expenses incurred (including reasonable attorneys’ fees), as well as amounts finally awarded in a settlement or by a court arising from any claim or allegation by a third party arising out of (i) allegations that Aylien’s use infringes or misappropriates any trademark, copyright or other intellectual property of any third party, (ii) Customer’s use of Data, (iii) Aylien Services or the Aylien API that are modified by Customer if the alleged infringement relates to such modification; (iv) Aylien Services or the Aylien API that are combined with any Customer product, process or materials where the alleged infringement relates to such combination; (v) Customer’s use of a version of the Aylien Services or Aylien API other than the version that was current at the time of such use; (vi) infringement or misappropriation of any proprietary right in which Customer has an interest; or (vii) your breach or alleged breach of any of your obligations or representations under this Agreement.
LIMITATION OF LIABILITY
IN NO EVENT WILL AYLIEN BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES WHATSOEVER (INCLUDING LOSS OF PROFITS, BUSINESS INTERRUPTION, OR USE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE CONTENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
This Agreement will be governed by and construed in accordance with the laws of the state of Delaware, excluding that body of law pertaining to conflict of laws. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in Delaware and you hereby irrevocably consent to the personal jurisdiction and venue therein. If any action is necessary to enforce the terms of this Agreement, the prevailing party will be entitled to recover its reasonable attorneys’ fees, costs and expenses in addition to any other relief to which such prevailing party may be entitled. You may not assign this Agreement by operation of law or otherwise, without Aylien ‘s express prior written consent. Any attempt to assign this Agreement without consent will be null and void. The parties to this Agreement are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between the parties. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement.
If a court of competent jurisdiction holds any provision of this Agreement invalid or unenforceable, remaining provisions of the Agreement will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law. This Agreement constitutes the complete and exclusive understanding and agreement of the parties with respect to the subject matter hereof and supersedes all prior understandings and agreements, whether written or oral, with respect to the subject matter hereof.