Last updated: November 8, 2020
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.
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.
- “Agreement” means the currently in effect agreement between Asimov and Customer pursuant to which access to and use of the Software (defined below) is provided to You.
- “Software” means Asimov’s proprietary software platform that You are authorized to access and use pursuant to the Agreement, together with any updates, upgrades, printed materials, electronic documentation, and associated media.
GRANT OF RIGHTS
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”). 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, or otherwise accessed by us, 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 delivered 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. 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.
Asimov allows You to use the Software and all Output provided on the Software for the Authorized Use only. You may not use the Software for any other purpose, including any of the prohibited uses set forth below. You may use the Software on behalf of the Customer, so long as (i) You are compliant with these Terms; and (ii) You are an authorized user of such Customer with the authority to bind Customer to these Terms.
You will not, and will not permit or encourage others to:
- use the Software for any purpose other than the Authorized Use;
- reverse engineer, disassemble, decompile, decode, adapt, copy, or otherwise attempt to derive or gain access to the source code of the Software, in whole or in part;
- modify, publish, translate, adapt, or create derivative works or improvements to the Software or any portion thereof;
- resell, lease, lend, sublicense, assign, publish, transfer, or otherwise distribute or grant access to the Software to any 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 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);
- use the Software to violate any national or international law, statute, decree, rule, or regulation;
- 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 in an abusive way as determined in Asimov’s discretion.
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, 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 all rights, title, and interests in and to any ideas, modifications, enhancements, improvements, inventions, works of authorship, or any other suggestions You propose, create, conceive, author, or develop relating to the Software and all embodiments thereof and intellectual property rights therein and thereto (the “Feedback”) will be the sole and exclusive property of Asimov, and You hereby assign and agree to assign such Feedback to Asimov.
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 so that, as received by Asimov and used in accordance with these Terms, it 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 such third party’s terms and conditions.
“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.
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, except as specified in the Agreement.
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.
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”).
TERM AND TERMINATION
The term of these Terms and the license granted herein (the “Term”) will be from the date Asimov provides the Software to You until the expiration or termination of the Agreement between Asimov and Customer.
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
EXCEPT FOR ANY LIMITED WARRANTY AS MAY BE PROVIDED IN THE AGREEMENT BETWEEN ASIMOV AND CUSTOMER, 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 $100.
You agree to indemnify, defend, and hold harmless Asimov, its affiliates, officers, directors, employees, partners, licensors, and agents, from any liability, damages, losses, penalties, and costs of any kind (including reasonable attorney’s fees) made due to or arising out of Your use of the Software or Output, Your violation of these Terms, Asimov’s use of Your User Data, or Your violation of any law or rights of a third party.
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.
These Terms constitute the entire agreement between You and Asimov with respect to the Software. You acknowledge that you are provided access to the Software pursuant to the Agreement between Asimov and Customer, solely for the benefit of Customer and at Customer’s discretion. In the event of any conflict between these Terms and the terms of the Agreement or any other ancillary agreement between Asimov and Customer, the terms of the Agreement or such other ancillary agreement, as appropriate, will govern.
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.
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.
All notices required or permitted under this Agreement will be made in writing and will be sent by courier service or personal delivery to Asimov.
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.
Asimov, Inc. 1325 Boylston Street Suite 500 Boston, MA 02215