Terms of Service

Terms of Service effective date: June 01, 2018

Preamble

Sensika Technologies Ltd. (Sensika) provides online media monitoring and analytics SaaS solution for 360 degree situational awareness, covering more than 450 000 sources across all media channels – online media, internet forums and blogs, social media networks, broadcast and print sources.

The following document contains Sensika’s general Terms of Service that are part of our standard Subscription Agreements. These Terms of Service govern the use of and the access to the Services provided by Sensika.

Definitions

The following acronyms and terms have the following meanings:

TOS: These Terms of Service in conjunction with any other terms incorporated by reference.

Authorized Use: Use of the Services in strict accordance with TOS.

Authorized User: Any specific employee, agent or consultant located in the same country as the corresponding Sensika entity that Customer has authorized to use the Services solely on its own behalf. Also defined as “Users.”

IP: Intellectual property.

Late Fee: 0.5% per day on the outstanding fees, or the maximum permitted by law.

Sensika: The legal entity Sensika Technologies Ltd. Also defined as ‘we’, ‘us’, ‘our’ or ‘ours’.

Search Results: The search result for a specific news article which contains a hyperlink text to the online media source where the article is published.

Purchase Order: The statement of work document which defines the Customer, describes Services purchased, contains payment terms & signature blocks.

The Parties: You and Sensika, collectively.

Services: Those services provided by Sensika (and third party providers, if any) as described in the Purchase Order.

Site: Any website or API which is accessible through the Internet domain or is a subdomain of sensika.com.

Special Terms: Those terms specified in the ‘Special Terms’ section on the Purchase Order. If they conflict with any Terms above, the Special Terms override.

Third Party Content: Any and all content, advertising, products or other materials belonging to a third party.

Third Party Sites: Any and all third party websites, social networks or other content platforms.

You/you: Customer or agent of Customer as specified in the Purchase Order. Also defined as ‘you’, ‘yours’, or ‘Customer’.

BY USING SENSIKA SERVICES, ACCESSING THE SENSIKA SITE, OR BY ALLOWING ANYONE ELSE TO USE OR ACCESS EITHER, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.

How Your Sensika License works

Sensika’s services monitor and analyze traditional online media, internet forums, blogs, microblogging platforms, specific social media networks, print media and broadcast media. Based on flexible Boolean queries with keyword and structured meta-data filters, the Sensika platform provides Search Results in the form of hyperlinks. These hyperlinks link to Third Party Sites on which the content is published.

Sensika does not screen each hyperlink in Search Results, so we cannot and do not audit or endorse any Third Party Site, nor are we responsible for any Third Party Content reached through the Services. You are responsible for evaluating whether to access a Third Party Site, and agree to be bound by its terms. You agree not to copy, reproduce, distribute, transmit, modify, sell, license or otherwise exploit Third Party Content unless that third party has expressly granted you those rights.

Vast majority of our online sources provide their content for free. However, some media sources in our source catalog require additional fees to access their content. These aren’t included in the price of your Sensika subscription, and should you choose to access that content, you agree to pay for it.

We have the right to terminate any Services or accounts through which any IP (including Sensika’s) has been infringed, or where use of the Services breaches any applicable law.

Access to our Services

When you purchase a Sensika subscription you get a non-exclusive and non-transferable right for your Authorized Users (the quantity is specified in your Purchase Order) to use the Services. While you can use the Services for any business purpose, it must be your own, and on your own company’s behalf. All Authorized Users must be employees or agents of your company, unless they are your contracted external consultants who may use the Services exclusively on your behalf.

If you are a marketing or public relations agency using the Sensika Services on behalf of your client(s), you agree that:

• The agreement between you and your client(s) is as protective of Sensika’s rights as this Agreement.
• That agreement permits you to provide us with your client(s)’ information, and act on their behalf, if applicable.
• Sensika is not a party to your agreement with your client(s) and you are solely responsible for delivery of your agency services to your client.
• Payments due under this Agreement must be satisfied regardless of the status of their payments to you.
• You shall inform Sensika in advance and seek written approval if a government or law enforcement entity requires any access to content or data provided by Sensika Service.

Technical Requirements to use the Services

Your Authorized Users need only a modern web browser, an internet connection, and their user account credentials. You are responsible for providing the hardware, and internet access to use the Services. You are responsible for the activity on your client account and the accounts of your Authorized Users, including protecting any passwords.

Payments

The price and payment terms of your Services are negotiated in advance and stipulated in your Purchase Order.

Unless otherwise specified in your Purchase Order, payment is due upfront in a single lump sum and is invoiced at the start of your subscription (first-time customers) or in advance of your renewal (current customers). You are responsible for paying any applicable taxes which aren’t included in the price and will appear on your invoice.

All payments are non-refundable (unless otherwise specified here.) If you aren’t able to satisfy your payment obligations within 30 days of your invoice due date, we have the right to charge a Late Fee and/or suspend or terminate access to the Services.

Uptime

We guarantee service levels of 99.9% uptime calculated on an yearly basis. If there were ever a technical outage of the Services we will provide a refund – should such an outage ever make the Services unavailable to you for more than 3 consecutive business days following your notice to Sensika, we will issue you a credit equal to the pro-rata length of the outage (based on your term payment to Sensika).

If you breach this Agreement, Sensika has the right to suspend access to the Service immediately upon discovering your breach; you’ll have 30 days to cure that breach at which point we have the right to terminate.

Should we materially breach this Agreement (and can’t cure within 30 days of your written notice) you’re entitled to a pro-rata refund of the uncured Services.

Term & Termination

Your current subscription…
Sensika will provide Services for the term indicated by start & stop dates on the Purchase Order. If this Agreement is terminated, your rights of use expire.

Next term periods’s subscription…
To make renewal as easy as possible for our customers, this Agreement includes an automatic renewal. Unless you cancel your next term at least 60 days before the end of the term, this Agreement will automatically renew at the then-current renewal term and price.

If we don’t receive your written cancellation at least 60 days before the end of the term, you agree to the renewal.

Intellectual Property

We are grant you rights of use to these Services, and those rights are strictly limited to the ones granted here in the TOS. You agree not to sell, re-sell, reproduce, duplicate, copy, modify, or otherwise exploit any portion or derivative of the Sites, applications, tools or their contents; nor to use any data mining, robots, or similar data gathering and extraction tools.

All Services and all content on the Sites, applications and tools (unless created by you or a third party) including software, code, trademarks or logos are owned by or licensed to Sensika, and we reserve all rights not expressly granted in these Terms. You agree not to use Sensika’s name, trademark, logo, or Sensika generated content without our express written consent.

Warranty & Liability

Unless due to gross negligence or willful misconduct, NEITHER PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT WILL EXCEED THE PRICE OF YOUR CURRENT SUBSCRIPTION.

Neither Party will be liable for indirect, consequential or exemplary damages arising from or in connection with this Agreement. Consequential damages could include loss of profit, goodwill, data or business reputation. It also could mean the cost of replacing our Service with another.

We provide the Site and the Services “as is” without any warranty or condition of any kind.

What you are getting: Sensika provides a “plug-and-play” tool. A more detailed description of the Services you are purchasing can be found in your Purchase Order.

Our Services rely upon your internet connection, hardware, and network connectivity, and we cannot and do not guarantee uninterrupted, secure or error-free operation of the Services.

Similarly, Search Results are found on the internet; they rely upon the accuracy and timeliness with which online publishers update their articles. We cannot and do not make any representation or warranty as to the accuracy, timeliness, quality, or reliability of any information accessed through the Site, especially suitability for a particular business purpose.

No information obtained from Sensika or through the Site, whether oral or written, shall create any warranty not expressly stated in this Agreement. However, nothing herein will reduce warranties, rights, or remedies that you are entitled to by law.

Housekeeping

Governing Law: Sensika’s contracting legal entity, (appears on your Purchase Order) corresponds to your country of residence and determines the area of governing law and jurisdiction for a potential dispute:

If there were ever a dispute under this Agreement, the Parties will attempt to first resolve it amicably and in good faith.

Waiver/Severability: Waiving a breach of this Agreement won’t waive any other breach; failing to enforce any right under this Agreement won’t waive any other right. Any provision of this Agreement deemed invalid won’t affect the others, and will assume its closest reasonable interpretation.

Assignment: Neither party may assign any rights in this Agreement (or the entire Agreement) without the other’s express written consent, unless in connection with its own merger or acquisition.

Entire Agreement: These Terms along with your Purchase Order (this Agreement) constitute the entire agreement. ANY other spoken conversations, understandings, or terms and conditions, including Purchase Order terms, terms of a tender or RFP, or vendor registration terms are null & void and have no force and effect, even if produced subsequently to signature of the Purchase Order, and even if Sensika has started to provide Services. This Agreement may be only amended in writing if signed by an authorized representative of both Parties.

Survival: The following provisions shall survive the term of this Agreement: How Your Sensika License Works, Intellectual Property, Warranty & Liability, Product-Specific Terms, Housekeeping, and any representations or warranties herein.

Privacy Policy: You agree to Sensika’s privacy policy, available at sensika.com/privacy-policy.

Notices: You agree that notices, including legal notices, may be sent by electronic mail to the email address listed on the Purchase Order or another address notified by the receiving party.