SILICON DATA TERMS OF SERVICE
Last Updated: November 15, 2024
These terms of service (this “Agreement”) constitute a binding legal agreement between the company or other legal entity you represent (“Customer”) and Silicon Derivatives Inc., a Delaware corporation (“Silicon Data”, “we”, or “us”), and govern Customer’s use of the SiliconNavigatorTM service, the SiliconCarbonTM service, and all other portals, applications, APIs, and services associated with the website https://www.silicondata.com, any mobile or desktop application that provides or links to this Agreement, or that is otherwise provided by Silicon Data to Customer (collectively, the “Services”).
BY ACCEPTING THIS AGREEMENT, YOU ARE ENTERING INTO A MUTUALLY BINDING AGREEMENT BETWEEN CUSTOMER AND SILICON DATA AS TO THE TERMS SET FORTH BELOW AND REPRESENT THAT YOU HAVE SUCH AUTHORITY ON BEHALF OF CUSTOMER. WITHOUT LIMITING THE FOREGOING, BY USING THE SERVICES, CUSTOMER ACCEPTS AND AGREES TO BE BOUND BY THIS AGREEMENT. IF CUSTOMER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, CUSTOMER MUST NOT ACCESS OR USE THE SERVICES.
THESE TERMS CONTAIN AN ARBITRATION PROVISION WITH A CLASS ACTION WAIVER AND A WAIVER OF THE RIGHT TO A JURY. PLEASE REVIEW SECTION 12 BELOW BEFORE USING THE SERVICES.
Silicon Data may change any of the terms of this Agreement at any time, at our sole discretion. Please check periodically for updates to this Agreement so you are aware of any changes. We will notify Customer of any changes to this Agreement that materially modify Customer’s rights or obligations (“Material Modifications”) by e-mail to the address provided in Customer’s account profile and/or by posting a notice in our applications. Any Material Modifications will be effective upon Customer’s acceptance of the modified agreement, or upon the Customer’s continued use of the Services after we send or post a notice of the changes, whichever is earlier. Changes to this Agreement that do not materially modify Customer’s rights or obligations will be effective immediately upon publication. However, any disputes arising under this Agreement will be resolved pursuant to the version of this Agreement in effect at the time the dispute arose.
Definitions.
“Usage Data” means any and all data and information related to Customer’s use of the Services, including data regarding Customer’s interaction with the Services and any queries or other data submitted by Customer to the Services.
“Authorized User” means Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement, (ii) for whom access to the Services has been purchased hereunder, and (iii) who have been provide a user account on the Services. Customer shall be responsible for ensuring that user account login credentials are only used by the individual to whom they are issued.
“Documentation” means Silicon Data’s end-user documentation relating to the Services made available on Silicon Data’s websites or applications from time to time.
“Service Data” means any and all data or other content made available to Customer in or through any of the Services. For clarity, all references to “Services” hereunder include Service Data.
“Silicon Data IP” means the Services, the Documentation, and any and all intellectual property provided to customers or any Authorized User in connection with the foregoing. For the avoidance of doubt, Silicon Data IP includes Usage Data.
“Invoice” means an invoice generated by Silicon Data on behalf of Customer as part of the Services provided hereunder.
“Parties” means Silicon Data and Customer.
Fees.
If requested by Customer and agreed by Silicon Data in its sole discretion, Silicon Data may offer Customer a limited free trial of certain Services. The Services provided during the free trial may have limited or reduced functionality, and may be limited to a certain number of authorized users and/or API calls, in either case, in Silicon Data’s sole discretion. Silicon Data may terminate the Services during a free trial period at any time and for any reason. If Customer does not terminate the applicable Services by the end of the free trial period, Customer agrees to subscribe to such Service(s) for the subscription period(s) specified at the time of Customer’s enrollment in the free trial and to pay all Fees applicable from and after the end of the free trial period, as provided below.
Customer will pay Silicon Data the fees and charges (collectively, “Fees”) applicable to the Services that Customer has subscribed to, as set forth in Customer’s order confirmation for such Services, for so long as Customer continues to subscribe to such Services. Without limiting the foregoing obligation, Customer authorizes Silicon Data to charge the Fees to the payment method that Customer has on file with Silicon Data.
Silicon Data reserves the right to change the Fees and to institute new Fees upon thirty (30) days’ prior notice to Customer (which may be sent by email). If Customer believes that Silicon Data has billed Customer incorrectly, Customer must contact Company no later than sixty (60) days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit.
Silicon Data may choose to bill through an invoice, in which case, full payment for any invoice must be received by Company no later than thirty (30) days after Customer’s receipt of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Company’s net income.
Access and Use.
Provision of Access. Subject to and conditioned on Customer’s compliance with all other terms and conditions of this Agreement, Silicon Data hereby grants Customer a non-exclusive, non-transferable (except in compliance with Section 13(f)) right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer’s internal use. Silicon Data shall provide Customer with the necessary passwords and network links or connections to allow Customer to access the Services.
Documentation License. Subject to the terms and conditions contained in this Agreement, Silicon Data hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 13(f)) license to use the Documentation during the Term solely for Customer’s internal business purposes in connection with its use of the Services.
Use Restrictions. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) distribute, display, or otherwise make available any of the Services or Documentation (or any data, services, or materials based on or derived from the Services or Documentation) to any third party; except that (A) Customer may reproduce limited extracts of Service Data in reports, presentations, articles, or similar works, provided in each case that (1) such extracts could not reasonably serve as a substitute for any of the Services, (2) Silicon Data is prominently attributed as the source of the extracted Service Data, and (3) Customer ceases any such reproduction (or series of reproductions) upon Silicon Data’s request and (B) Customer may create, use, and distribute data or content derived from Service Data solely to the extent specifically authorized by Silicon Data by email or otherwise in writing (please reach out to support@silicondata.com with any such requests); (ii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iii) remove any proprietary notices from the Services or Documentation; or (iv) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other rights of any person, or that violates any applicable law.
Reservation of Rights. Silicon Data reserves all rights not expressly granted to Customer in this agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other rights, title, or interest in or to the Silicon Data IP.
Suspension. Notwithstanding anything to the contrary in this Agreement, Silicon Data may temporarily suspend Customer’s and any Authorized User’s access to any portion or all of the Services if: (i) Silicon Data reasonably believes that: (A) Customer is misusing any Silicon Data IP; (B) Customer’s or any Authorized User’s use of the Silicon Data IP disrupts or poses a security risk to the Silicon Data IP or to any other Customer or vendor of Silicon Data; (C) Customer, or any Authorized User, is using the Silicon Data IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Silicon Data’s provision of the Services to Customer or any Authorized User is prohibited by applicable law; or (ii) any vendor of Silicon Data has suspended or terminated Silicon Data’s access to or use of any data, services or products required to provide the Services to Customer (any such suspension described in subclause (i) or (ii), a “Service Suspension”). Silicon Data shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Silicon Data shall use commercially reasonable efforts to resume providing access to the Services after the event giving rise to the Service Suspension is cured. Silicon Data will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.
Usage Data. Notwithstanding anything to the contrary in this Agreement, Silicon Data may monitor Customer’s use of the Services and collect and compile Usage Data. As between Silicon Data and Customer, all rights, title, and interest in Usage Data, and all intellectual property rights therein, belong to and are retained solely by Silicon Data. Customer agrees that Silicon Data may (i) make aggregated statistics based on Usage Data publicly available in compliance with applicable law, and (ii) use Usage Data to the extent and in the manner permitted under applicable law.
Consent to Electronic Signature and Communications. You agree that submitting your application for a Silicon Data account and indicating your agreement to the terms of this Agreement electronically during the application process constitutes your electronic signature to this Agreement. You also agree that your electronic consent has and will have the same legal effect as a physical signature. By agreeing to the terms of the Agreement, you consent to us providing Notices (as defined in Section 13(b)) and account statements to you electronically, and understand that this consent has the same legal effect as a physical signature.
Usage Limitations. Silicon Data reserves the right to throttle or otherwise limit Customer’s and its Authorized Users’ use of the Services without notice, including by imposing limits on the number of API calls.
Customer Responsibilities.
General. Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Services, and shall cause Authorized Users to comply with such provisions.
Third-Party Products. Silicon Data may from time to time make products offered by third parties (the “Third Party Products”) available to Customers. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions and the applicable flow-through provisions. If Customer does not agree to abide by the applicable terms for any such third-Party Products, then Customer must not install or use such Third-Party products.
Service Availability.
Silicon Data makes no representation, warranty, or covenant regarding the availability of the Services.
Privacy Policy.
Silicon Data’s use of data collected from or regarding Customer is subject to its Privacy Policy, located at https://www.silicondata.com/privacy-policy, to the extent applicable.
Intellectual Property Ownership; Feedback.
Silicon Data IP. Customer acknowledges that, as between Customer and Silicon Data, Silicon Data owns all right, title, and interest, including all intellectual property rights, in and to the Silicon Data IP and, with respect to Third-Party Products, either Silicon Data or the applicable third-party providers own all rights, title, and interest, including all intellectual property rights, in and to the Third-Party Products.
Customer Name and Logo. Customer grants to Silicon Data permission to use Customer’s name and logo on Silicon Data’s website or in Silicon Data’s marketing materials; provided that any such name and logo are used solely in a manner that is not intended to or reasonably likely to harm or disparage Customer or its reputation or goodwill.
Feedback. If Customer or any of its Authorized Users sends or transmits any communications or materials to Silicon Data by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services or any new services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (collectively, “Feedback”), Customer hereby grants Silicon Data a worldwide, perpetual, irrevocable, and fully-paid up right and license use such Feedback in any manner, without acknowledgement or compensation.
Warranty Disclaimer.
THE SERVICES AND THE SILICON DATA IP ARE PROVIDED “AS IS” AND SILICON DATA HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. SILICON DATA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM THE COURSE OF DEALING, USAGE, OR TRADE PRACTICE. SILICON DATA MAKES NO WARRANTY OF ANY KIND THAT THE SILICON DATA IP, OR ANY RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
Indemnification.
Customer shall indemnify, hold harmless, and, at Silicon Data’s option, defend Silicon Data from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) (“Losses”) resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) arising from Customer’s or any Authorized User’s (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by this Agreement; (iii) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Silicon Data or authorized by Silicon Data in writing; or (iv) modifications to the Services not made by Silicon Data, provided that Customer may not settle any Third-Party Claim against Silicon Data unless Silicon Data consents to such settlement, and further provided that Silicon Data will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
Limitations of Liability.
IN NO EVENT WILL SILICON DATA BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS;(c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER SILICON DATA WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL SILICON DATA’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO SILICON DATA UNDER THIS AGREEMENT IN THE 6-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $10,000, WHICHEVER IS LESS.