Last updated: March 15, 2023
Asimov, Inc.
Software Terms of Service
PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SOFTWARE. BY USING THE SOFTWARE (OR BY CLICKING TO ACCEPT OR AGREE TO THESE TERMS IF THIS OPTION IS MADE AVAILABLE TO YOU), YOU AGREE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS, AND FURTHER AGREE TO ACCEPT AND AGREE TO COMPLY WITH THESE TERMS. IF YOU DO NOT WANT TO AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE THE SOFTWARE.
Background
These Terms of Use (collectively, the “Terms”) are entered into by and between you (“You,” “Your” or “User”) and Asimov Inc. (“Asimov,” “we,” “us” or “our”). These Terms govern Your access to and use of our Software (defined below). You and Asimov may be referred to herein individually as a “Party” and collectively as “Parties.”
Access to our Software may be provided to You subject to a separate agreement or order between Asimov and You or your employer or other person or entity for whom You are an authorized user (such agreement, the “Agreement”). Such Agreement may set forth further terms and conditions for use of the Software, including payment of fees for Your use of the Software. Your continued use of the Software shall be subject to Your compliance with the applicable terms and conditions set forth in any such Agreement, and such terms and conditions shall be incorporated by reference into these Terms.
Asimov may revise these Terms from time to time. Your continued use of the Software after any changes to these Terms constitutes Your binding acceptance of these Terms as revised, including such changes.
Access to our Software may be provided to You subject to a separate agreement or order between Asimov and You or your employer or other person or entity for whom You are an authorized user (such agreement, the “Agreement”). Such Agreement may set forth further terms and conditions for use of the Software, including payment of fees for Your use of the Software. Your continued use of the Software shall be subject to Your compliance with the applicable terms and conditions set forth in any such Agreement, and such terms and conditions shall be incorporated by reference into these Terms.
Asimov may revise these Terms from time to time. Your continued use of the Software after any changes to these Terms constitutes Your binding acceptance of these Terms as revised, including such changes.
GRANT OF RIGHTS
Software
“Software” means Asimov’s proprietary software platform that You are authorized to access and use pursuant to these Terms, together with any updates, upgrades, printed materials, electronic documentation, and associated media.
Subject to Your compliance with these Terms, we grant to You a personal, limited, non-exclusive, non-transferable, and non-sublicensable license, during the Term, to access and use the Software solely for the permitted use(s) set forth in the Agreement, or, if no permitted use(s) are set forth in the Agreement, for your own internal business purposes (the “Authorized Use”); provided that, for clarity, the Authorized Use does not include the commercialization of any Output-Based Products or related intellectual property. All other use is expressly prohibited, and all rights not expressly granted to You herein are reserved for Asimov. This license is revocable at any time by Asimov without notice and with or without cause.
Subject to Your compliance with these Terms, we grant to You a personal, limited, non-exclusive, non-transferable, and non-sublicensable license, during the Term, to access and use the Software solely for the permitted use(s) set forth in the Agreement, or, if no permitted use(s) are set forth in the Agreement, for your own internal business purposes (the “Authorized Use”); provided that, for clarity, the Authorized Use does not include the commercialization of any Output-Based Products or related intellectual property. All other use is expressly prohibited, and all rights not expressly granted to You herein are reserved for Asimov. This license is revocable at any time by Asimov without notice and with or without cause.
User Data and Output Data
“User Data” means any data, information, or material provided or submitted to the Software by You in the course of Your using the Software. Subject to these Terms, You grant to Asimov a non-exclusive, worldwide, royalty-free, transferable, irrevocable, sublicensable (through multiple tiers), perpetual, fully paid up right and license to use, reproduce, and modify User Data for the following purposes:
- to provide, maintain, support, enhance, and otherwise operate the Software and Asimov’s products, services, and related research and development activities;
- to perform analytics and to analyze, generate, and extract non-personally identifiable data, metrics, patterns, trends, models, and other similar algorithmic or generalized results (the “Results”), which Results will be owned by Asimov and may be used by Asimov for any purpose; and
- to otherwise use and disclose User Data in aggregate, non-personally identifiable form for any purpose.
“Output” means any data, information, material, content, analysis, result, or other deliverable provided to You via the Software. Subject to Your compliance with these Terms, we grant to You a personal, limited, non-exclusive, non-transferable, and non-sublicensable license, during the Term, to access and use the Output solely for the Authorized Use; provided that, for clarity, the Authorized Use does not include the commercialization of any Output-Based Products or related intellectual property. All other use is expressly prohibited, and all rights not expressly granted to You herein are reserved for Asimov. This license is revocable at any time by Asimov without notice and with or without cause.
USER OBLIGATIONS
Prohibited Uses
Asimov allows You to use the Software and the Output for the Authorized Use only. You may not use the Software or Output for any other purpose, including any of the prohibited uses set forth below. You will not, and will not permit or encourage others to:
• use the Software or Output for any purpose other than the Authorized Use;
• use the Software or Output for any unlawful purpose, or to violation any national or international law, statute, decree, rule or regulation;
• reverse engineer, disassemble, decompile, decode, adapt, copy, or otherwise attempt to derive or gain access to the source code of the Software or Output, in whole or in part;
• modify, publish, translate, adapt, or create derivative works or improvements to the Software or the Output or any portion thereof;
• resell, lease, lend, sublicense, assign, publish, transfer, or otherwise distribute or grant access to the Software or Output to any other person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service;
• access or use the Software or Output in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction, or disclosure of the data of any other Asimov user or customer);
• remove or modify any copyright, trademark, or other proprietary rights notice that appears on any portion of the Software or Output;
• collect or store personal data about others;
• attempt to interfere with the proper working of the Software or circumvent any security or technological measures that control access to the Software or any part of the Software;
• disrupt or interfere with the Software or our systems, servers, or networks, or disobey any requirements, procedures, policies, or regulations of networks connected to the Software, or transmit any viruses, worms, defects, Trojan horses, spyware, malware, ransomware, or any items of a destructive nature through Your use of the Software; or
• use the Software or Output in an abusive way as determined in Asimov’s discretion.
• use the Software or Output for any purpose other than the Authorized Use;
• use the Software or Output for any unlawful purpose, or to violation any national or international law, statute, decree, rule or regulation;
• reverse engineer, disassemble, decompile, decode, adapt, copy, or otherwise attempt to derive or gain access to the source code of the Software or Output, in whole or in part;
• modify, publish, translate, adapt, or create derivative works or improvements to the Software or the Output or any portion thereof;
• resell, lease, lend, sublicense, assign, publish, transfer, or otherwise distribute or grant access to the Software or Output to any other person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service;
• access or use the Software or Output in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction, or disclosure of the data of any other Asimov user or customer);
• remove or modify any copyright, trademark, or other proprietary rights notice that appears on any portion of the Software or Output;
• collect or store personal data about others;
• attempt to interfere with the proper working of the Software or circumvent any security or technological measures that control access to the Software or any part of the Software;
• disrupt or interfere with the Software or our systems, servers, or networks, or disobey any requirements, procedures, policies, or regulations of networks connected to the Software, or transmit any viruses, worms, defects, Trojan horses, spyware, malware, ransomware, or any items of a destructive nature through Your use of the Software; or
• use the Software or Output in an abusive way as determined in Asimov’s discretion.
Commercialization of Output-Based Products
“Output-Based Products” means a product which is discovered or developed using the Output or Software or any portion thereof or any improvement or enhancement thereto. You shall not commercialize any Output-Based Products or related intellectual property without Asimov’s prior written consent. In the event that Asimov provides such consent, You and Asimov will negotiate in good faith a separate agreement regarding the commercialization of such Output-Based Products or intellectual property, including a royalty or other fee payable to Asimov upon sales or licensing of such Output-Based Products or intellectual property.
Fees and Payments
Your continued use of the Software shall be subject to the timely payment of any fees set forth in the Agreement, if and as applicable.
Fees and Payments
Your continued use of the Software shall be subject to the timely payment of any fees set forth in the Agreement, if and as applicable.
INTELLECTUAL PROPERTY
Ownership
Subject to the licenses granted under these Terms, each Party retains all rights, title, and interests in and to such Party’s pre-existing or independently created technology, data, and intellectual property rights. Notwithstanding the foregoing, You acknowledge and agree that the Software and Output are proprietary to Asimov and are protected under copyright and other intellectual property laws. Asimov owns and will retain ownership of Asimov’s intellectual property rights, know-how, technology, and data, including all rights, title, and interests in and to the Software and Output and all associated intellectual property rights. Except for the limited, revocable license granted to you herein, these Terms do not grant you any ownership or other rights or interests in or to the Software or Output, whether by implication, estoppel, or otherwise.
Suggestions and Feedback
You agree that Asimov shall have the full freedom to use and exploit any ideas, modifications, enhancements, improvements, inventions, works of authorship, or any other suggestions (whether in oral or written form) You propose, create, conceive, author, or develop relating to the Software and all embodiments thereof and intellectual property rights therein and thereto (the “Feedback”), and You hereby grant to Asimov a non-exclusive, worldwide, royalty-free, transferable, irrevocable, sublicensable (through multiple tiers), perpetual, fully paid-up right and license to use, reproduce, modify and otherwise exploit such Feedback for any purpose.
User Data
You are responsible for the accuracy and content of the User Data entered into the Software. You represent, warrant, and covenant to us that You own or otherwise have and will continue to have the necessary rights and consents in and relating to the User Data to permit Asimov to use the User Data as contemplated herein, and that use of the User Data by Asimov as contemplated herein does not and will not infringe, misappropriate, or otherwise violate any intellectual property rights or any privacy or other rights of any third party, or violate any applicable law.
Third Party Functionality
The Software may allow You to use third-party content and functionality. You use such content or functionality subject to any applicable third party terms and conditions.
CONFIDENTIALITY
Confidentiality
“Confidential Information” means any information (in whatever form, including written, oral, or stored in any information storage and/or retrieval medium or device) that Asimov treats as confidential or proprietary, and will not include any information which You can demonstrate: (a) was previously known to You; (b) is or becomes publicly available, through no fault of You; or (c) is disclosed to You by a third party having no obligation of confidentiality to Asimov.
You will protect and keep confidential all Confidential Information that is disclosed to You by Asimov, including the Software and Output, your evaluation of the Software, information shared in support of the Software, and other non-public information marked as confidential. You will not, except as may be authorized in writing by Asimov or to the extent required to comply with applicable law, disclose any Confidential Information of Asimov to any third party, and will not use such Confidential Information except as required to access or use the Software as contemplated in these Terms. Upon termination of these Terms, at Asimov’s request, You will return or destroy all Confidential Information, including any tangible materials that contain any Confidential Information.
You will protect and keep confidential all Confidential Information that is disclosed to You by Asimov, including the Software and Output, your evaluation of the Software, information shared in support of the Software, and other non-public information marked as confidential. You will not, except as may be authorized in writing by Asimov or to the extent required to comply with applicable law, disclose any Confidential Information of Asimov to any third party, and will not use such Confidential Information except as required to access or use the Software as contemplated in these Terms. Upon termination of these Terms, at Asimov’s request, You will return or destroy all Confidential Information, including any tangible materials that contain any Confidential Information.
Updates and Access
You acknowledge that You or Asimov may be required on a periodic or as-needed basis to apply updates or reinstall the Software to address security, interoperability, or performance issues. Asimov will have no obligation to provide upgrades or updates to the Software.
You may be required to provide access to Asimov or its designee to log data, bug reports, and other information generated by the Software for the purpose of furthering development of the Software. All such information will be treated as Confidential Information.
You may be required to provide access to Asimov or its designee to log data, bug reports, and other information generated by the Software for the purpose of furthering development of the Software. All such information will be treated as Confidential Information.
DATA PRIVACY
Asimov Is Not Required to Comply with HIPAA or HITECH
Asimov is not a “covered entity” as such term is defined in the Privacy Rule promulgated under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”). Any information that You provide to Asimov through the Software will not be deemed in any way “protected health information,” and as such, Asimov will not be obligated to handle that information in the manner required by HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act, enacted as part of the American Recovery and Reinvestment Act of 2009, and the regulations promulgated thereunder (“HITECH”).
Please refer to Asimov’s General Privacy Notice which sets out the terms on which we process any personal data we collect from You, or that You provide to us.
Please refer to Asimov’s General Privacy Notice which sets out the terms on which we process any personal data we collect from You, or that You provide to us.
TERM AND TERMINATION
The term of these Terms and the license granted herein (the “Term”) will continue for as long as Asimov provides the Software to You, or until the expiration or termination of any applicable Agreement.
If You fail to comply with any provision of these Terms, Asimov reserves the right to immediately suspend and/or terminate Your access to the Software, in Asimov’s sole discretion. Upon the termination of these Terms, You will immediately cease and desist from all use of the Software and will return or, at Asimov’s request, destroy at Your cost, all copies of the Software, Output, and Confidential Information. Those provisions of these Terms which by their nature must survive termination of these Terms will continue in force upon any termination, including, but not limited to, Your confidentiality obligations, Your obligations relating to intellectual property, ownership of intellectual property, Your license to Asimov hereunder to use the User Data, and the provisions herein regarding limitation of liability, indemnity, and disclaimer of warranties.
If You fail to comply with any provision of these Terms, Asimov reserves the right to immediately suspend and/or terminate Your access to the Software, in Asimov’s sole discretion. Upon the termination of these Terms, You will immediately cease and desist from all use of the Software and will return or, at Asimov’s request, destroy at Your cost, all copies of the Software, Output, and Confidential Information. Those provisions of these Terms which by their nature must survive termination of these Terms will continue in force upon any termination, including, but not limited to, Your confidentiality obligations, Your obligations relating to intellectual property, ownership of intellectual property, Your license to Asimov hereunder to use the User Data, and the provisions herein regarding limitation of liability, indemnity, and disclaimer of warranties.
DISCLAIMER OF WARRANTIES
ASIMOV’S SOFTWARE, INCLUDING THIRD PARTY SOFTWARE INCLUDED THEREIN, AND OUTPUT ARE BEING PROVIDED “AS IS”, WITH ALL FAULTS, AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR ARISING BY CUSTOM OR COURSE OF TRADE OR PERFORMANCE. ASIMOV SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, OR OF FITNESS FOR A PARTICULAR PURPOSE. THERE IS NO WARRANTY OR GUARANTEE THAT THE SOFTWARE AND THE APPLICATIONS THAT IT INTEROPERATES WITH WILL OPERATE IN YOUR ENVIRONMENT, UNINTERRUPTED OR ERROR-FREE. ASIMOV DOES NOT ENDORSE OR REPRESENT OR GUARANTEE THE TRUTHFULNESS, ACCURACY, OR RELIABILITY OF ANY DATA OR OUTPUT PROVIDED BY THE SOFTWARE. YOU ACCEPT THE ENTIRE RISK OF THE ACCURACY, RELIABILITY, SECURITY, OR OTHER PERFORMANCE WITH RESPECT TO YOUR USE OF THE SOFTWARE AND OUTPUT. NO ORAL OR WRITTEN INFORMATION GIVEN BY ANY PERSON WILL CREATE A WARRANTY IN ANY WAY WHATSOEVER RELATING TO ASIMOV.
LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES WILL ASIMOV, INCLUDING ITS DIRECTORS, EMPLOYEES, LICENSORS, AND AGENTS, BE LIABLE FOR: (A) ANY LOSS OR DAMAGE RESULTING FROM BREACH OF THE SOFTWARE’S SECURITY; (B) ANY UNAUTHORIZED USE OF ANY USER DATA OR CONTENT BY ANY PERSON; OR (C) ANY USE OF THE SOFTWARE OR OUTPUT TO DEVELOP, DISTRIBUTE, OR USE ANY MATERIAL THAT IS DEFAMATORY, SLANDEROUS, LIBELOUS, OR OBSCENE, THAT VIOLATES OR INFRINGES ANY THIRD PARTY'S RIGHTS; (D) ANY INVASION OF ANY RIGHT TO PRIVACY FROM YOUR USE OF THE SOFTWARE OR OUTPUT; OR (E) ANY USE OF THE SOFTWARE OR OUTPUT THAT RESULTS IN ANY VIOLATION OF ANY FOREIGN, FEDERAL, STATE, OR LOCAL STATUTE BY VIRTUE OF SUCH USE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ASIMOV, ASIMOV’S DIRECTORS, EMPLOYEES, LICENSORS, AND AGENTS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, TORT (INCLUDING ANY DAMAGES RESULTING FROM CLAIMS OF DEFAMATION, LIBEL, OR SLANDER), OR CONSEQUENTIAL DAMAGES (INCLUDING ANY DAMAGES RESULTING FROM LOSS OF USE, LOSS OF DATA, LOSS OF PROFITS, OR LOSS OF BUSINESS) ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SOFTWARE, THE OUTPUT, OR THESE TERMS, EVEN IF ASIMOV HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ASIMOV SHALL NOT BE LIABLE FOR LOST PROFITS, REVENUES, OR DATA OR FINANCIAL LOSSES ASSOCIATED WITH USE OF THE SOFTWARE OR THE OUTPUT.
IN NO EVENT WILL THE COMBINED AGGREGATE LIABILITY OF ASIMOV, ASIMOV’S DIRECTORS, EMPLOYEES, LICENSORS, AND AGENTS TO YOU ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE, THE OUTPUT, OR THESE TERMS EXCEED THE FEES PAID TO ASIMOV UNDER THE AGREEMENT, OR IF NO AGREEMENT EXISTS, THEN $100.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ASIMOV, ASIMOV’S DIRECTORS, EMPLOYEES, LICENSORS, AND AGENTS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, TORT (INCLUDING ANY DAMAGES RESULTING FROM CLAIMS OF DEFAMATION, LIBEL, OR SLANDER), OR CONSEQUENTIAL DAMAGES (INCLUDING ANY DAMAGES RESULTING FROM LOSS OF USE, LOSS OF DATA, LOSS OF PROFITS, OR LOSS OF BUSINESS) ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SOFTWARE, THE OUTPUT, OR THESE TERMS, EVEN IF ASIMOV HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ASIMOV SHALL NOT BE LIABLE FOR LOST PROFITS, REVENUES, OR DATA OR FINANCIAL LOSSES ASSOCIATED WITH USE OF THE SOFTWARE OR THE OUTPUT.
IN NO EVENT WILL THE COMBINED AGGREGATE LIABILITY OF ASIMOV, ASIMOV’S DIRECTORS, EMPLOYEES, LICENSORS, AND AGENTS TO YOU ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE, THE OUTPUT, OR THESE TERMS EXCEED THE FEES PAID TO ASIMOV UNDER THE AGREEMENT, OR IF NO AGREEMENT EXISTS, THEN $100.
INDEMNFICATION
You agree to indemnify, defend, and hold harmless Asimov, its affiliates, partners, licensors, their respective current and former officers, directors, employees, and agents, and the respective successors, heirs, and assigns of the foregoing (the “Indemnitees”) from any liability, damages, losses, penalties, and costs of any kind (including reasonable attorney’s fees and expenses) made due to or arising out of: (1) Your use of the Software or Output, (2) Your violation of these Terms, (3) Asimov’s use of Your User Data, (4) Your violation of any law or rights of a third party, or (5) any actual or alleged infringement, misappropriation or violation by the User Data or any other materials or data provided by You to Asimov of any third party’s intellectual property rights. You agree, at your own expense, to provide attorneys reasonably acceptable to Asimov to defend against any such claim, suit, investigation, action, demand, or judgment. The Indemnitees will reasonably cooperate with You, at Your expense, in such defense and will permit You to conduct and control such defense and the disposition of such claim, suit, investigation, action, demand, or judgement (including without limitation all decisions related to litigation, appeal, and settlement); provided, however, that each Indemnitee will have the right to retain its own counsel, at Your expense, if representation of such Indemnitee by the counsel retained by You would be inappropriate because of actual or potential differences in the interests of such Indemnitee and any other party represented by such counsel. You agree to keep Asimov informed of the progress of such defense and disposition of such claim, suit, investigation, action, demand, or judgement and to consult with Asimov with regard to any proposed settlement. Notwithstanding anything to the contrary in these Terms, You will not enter into any settlement, consent judgment, or other voluntary final disposition of any claim, suit, investigation, action, demand, or judgment that has an adverse effect on the rights of any Indemnitee hereunder or admits any wrongdoing or fault by any Indemnitee or imposes on any Indemnitee any payment or other liability, without the prior written consent of such Indemnitee.
GENERAL PROVISIONS
Section Titles
The section titles and headers are for convenience or reference only and in no way define, limit, or affect the scope or substance of any section of these Terms.
Entire Agreement
These Terms, together with any Agreement or order referenced herein, constitute the entire agreement between You and Asimov with respect to the Software and supersedes any previous agreements and understandings between the Parties. In the event of any conflict between these Terms and the terms of the Agreement or any other ancillary agreement between You and Asimov, these Terms will govern, unless expressly amended by the Agreement.
Severability
If any provision of these Terms is held to be unenforceable for any reason, such provision will be reformed only to the extent necessary to make it enforceable, and such holding will not impair the validity, legality, or enforceability of the remaining provisions.
Waiver
No delay or omission by Asimov in exercising any right under these Terms shall operate as a waiver of that or any other right. A waiver or consent given by Asimov on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.
Governing Law and Jurisdiction
These Terms shall be governed by and construed in accordance with the laws of the State of New York, United States, without giving effect to any choice of law provision or rule that would cause the application of laws of any other jurisdiction. Each party irrevocably agrees that the state and federal courts in Manhattan, New York, United States, shall have non-exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms.
Notices
All notices required or permitted under these Terms will be made in writing and will be sent by courier service or personal delivery to Asimov.
COMMUNICATIONS
You agree to receive email from Asimov, using contact information You have provided to Asimov, in connection with Your access to and use of the Software and for customer service-related purposes.