Revision Date August 7, 2007
WORDSEYE TERMS OF SERVICE AGREEMENT
Please read this WORDSEYE Terms of Service Agreement (this “Agreement”) carefully. This Agreement is a contract that governs your use of the software and services that are available on the wordseye.com Web site (the “WORDSEYE Services”) and any graphic images that you create with the WORDSEYE Services (“WORDSEYE Pictures”). By using the WORDSEYE Services or by activating a WORDSEYE Account (defined below), you agree to be legally bound by all of the terms and conditions in this Agreement.
A. Operator. The wordseye.com site, the WORDSEYE Services and all related computer software and databases, are operated by Semantic Light LLC (“Semantic Light”) and its authorized service providers. You can contact Semantic Light by e-mail at [we-requests@semanticlight.com].
B. The WORDSEYE Services. The WORDSEYE Services are Web-based client and server software programs, linguistic and graphic object databases, and related user interface elements that enable you to create, manipulate, refine, store, print and share WORDSEYE Pictures - including medium quality “preview” images and higher quality “rendered” pictures - from English-language phrases and sentences that you write. Semantic Light reserves the right to add, remove and change features and capabilities of the WORDSEYE Services at any time, with or without notice, in its sole discretion.
C. Availability of the WORDSEYE Services. The WORDSEYE Services will generally be available through the wordseye.com site 24 hours a day, 7 days a week, except as necessary for upgrades, backup, repairs and other maintenance. Semantic Light will use reasonable efforts to minimize such disruptions of the WORDSEYE Services, and to provide as much advance notice as possible (on the wordseye.com site), subject to the warranty disclaimers and limitations of liability set forth in Paragraph F below.
D. Use of the WORDSEYE Services. The WORDSEYE Services are to be used only in accordance with instructions provided on the wordseye.com site and as expressly permitted by this Agreement, and for no other purpose whatsoever. Without limiting the foregoing, you agree to not create, display or distribute any WORDSEYE Pictures or other material, or use the WORDSEYE Services in any other way, that is defamatory, or an invasion or violation of anyone's privacy or publicity rights, or that constitutes “hate speech” directed to any person or group; that is obscene or constitutes child pornography; that infringes or violates any person or entity's copyright, trademark or other intellectual property rights; or that is unlawful or illegal in any way. Any resale or re-licensing of, or offer to resell or re-license, the WORDSEYE Services, or use of the WORDSEYE Services in connection with any business, service or Web site (including, without limitation, by “deep linking”, “meta linking”, “stripping” or “framing”) that competes with the business and services of Semantic Light, or for the purpose of promoting or advertising any business, product, service or Web site, whether directly or indirectly, is strictly prohibited. You agree to exercise civility and respect in any communications that you post or send through any forums, blogs or other means that might be made available on the wordseye.com site or otherwise as part of the WORDSEYE Services.
E. Use of WORDSEYE Pictures. Subject to the intellectual property rights provisions set forth in Paragraph I below, and the other terms and conditions of this Agreement, you may freely use, print, store, copy, modify, share, display and distribute, for any personal, non-commercial purpose, any WORDSEYE Pictures that you create through your own use of the WORDSEYE Services (“Your WORDSEYE Pictures”). In addition, you may use, print, store, copy, modify, share, display, distribute, license (on a non-exclusive basis), exhibit and publish Your WORDSEYE Pictures for commercial purposes (whether or not you charge a fee or royalty) only on the condition that the following attribution notice is printed or displayed, in prominent size and position, with each copy of every such WORDSEYE Picture that is commercially displayed, distributed or published: “This is a WORDSEYE picture - create your own at www.wordseye.com”. You agree that Semantic Light may freely use, print, store, copy, modify, share, display, distribute, license, exhibit and publish Your WORDSEYE Pictures, on a worldwide basis, including on the wordseye.com site, on other Web sites and in any other medium or format, in connection with operation, maintenance, development, promotion, advertising and marketing of the WORDSEYE Services; provided, however that Semantic Light shall have no obligation to use any of Your WORDSEYE Pictures for any purpose.
F. Warranty Disclaimers and Limitations of Liability. THE WORDSEYE SERVICES, ALL RELATED WEB SITES, SOFTWARE, DATABASES, PRODUCTS AND SERVICES AND ALL WORDSEYE PICTURES ARE PROVIDED "AS IS", WITH NO WARRANTIES OF ANY KIND WHATSOEVER TO YOU OR ANY THIRD PARTY. ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, ARE HEREBY EXPRESSLY DISCLAIMED. WITHOUT LIMITING THE FOREGOING DISCLAIMER, SEMANTIC LIGHT DOES NOT WARRANT THAT THE WORDSEYE SERVICES OR THE WORDSEYE PICTURES WILL MEET YOUR REQUIREMENTS, WILL PROVIDE ANY CERTAIN FEATURES OR CAPABILITIES, WILL CONTINUE TO BE AVAILABLE, OR WILL OPERATE ON ANY CERTAIN COMPUTER HARDWARE OR SOFTWARE ENVIRONMENT, WITHOUT INTERRUPTION, AT ANY MINIMUM SPEED, LEVEL OF PERFORMANCE, RELIABILITY, AVAILABILITY OR SECURITY, OR WITHOUT DEFECTS OR ERRORS.
YOUR SOLE REMEDY AND SEMANTIC LIGHT'S SOLE LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY DISPUTE, CLAIM OR DAMAGES OF ANY KIND OR NATURE IN RELATION TO THE WORDSEYE SERVICES, THE WORDSEYE PICTURES OR OTHERWISE, IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, SHALL BE LIMITED TO A PRORATED REFUND OF ANY UNUSED FEES THAT YOU PAID TO SEMANTIC LIGHT, UPON YOUR WRITTEN REQUEST RECEIVED BY SEMANTIC LIGHT WITHIN THIRTY (30) DAYS AFTER ANY SUCH DISPUTE, CLAIM OR DAMAGES FIRST AROSE.
EXCEPT AS EXPRESSLY PROVIDED IN THE PRECEDING PARAGRAPH, TO THE FULLEST EXTENT ALLOWED BY LAW, SEMANTIC LIGHT SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF EARNINGS, OR LOSS OF BUSINESS OPPORTUNITY RESULTING FROM OR RELATED TO THE USE OR PROVISION OF THE WORDSEYE SERVICES, ANY RELATED WEB SITES, SOFTWARE, DATABASES, PRODUCTS AND SERVICES, OR ANY WORDSEYE PICTURES, EVEN IF SEMANTIC LIGHT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE FOREGOING DISCLAIMERS, WAIVERS AND LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. HOWEVER, SOME STATES AND OTHER JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE DISCLAIMERS MAY NOT BE ENTIRELY APPLICABLE TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS AND REMEDIES THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.
G. Privacy. Semantic Light values your privacy and will comply with the terms and conditions of the current WORDSEYE Privacy Policy on the wordseye.com site.
H. Intellectual Property Rights. All right, title and interest in and to the WORDSEYE Services, all related Web sites, software, databases, products and services, certain elements of the WORDSEYE Pictures, and all US and international copyrights, patent, trade secret and trademark rights therein (“WORDSEYE Intellectual Property”) is owned by Semantic Light and its licensors. The term “WORDSEYE” is a registered trademark of Semantic Light. Semantic Light provides the WORDSEYE Services under a technology license from AT&T Corporation and copyright license(s) from one or more other third-party suppliers. This Agreement does not give you any right, title or interest in or to any WORDSEYE Intellectual Property, except for the limited rights expressly granted in Sections D and E, above.
I. Indemnification. You agree to indemnify and hold Semantic Light and its subsidiaries, affiliates, officers, managers, members, agents, co-branders and other partners, suppliers, contractors, licensors, licensees and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the WORDSEYE Services or any WORDSEYE Pictures, or your violation of this Agreement.
J. Amendments. Semantic Light reserves the right to replace, update and modify this Agreement, including the WORDSEYE Privacy Policy and the WORDSEYE Subscription Plans (“Amendments”), at any time and from time to time, in Semantic Light's sole discretion, by posting each such Amendment on the wordseye.com site. Semantic Light will use reasonable efforts to give you notice of such Amendments and/or update the “revision date” at the top of the amended page(s); provided that all Amendments will be effective thirty (30) days after they are posted on the Web site (and will be deemed accepted by you, if you then continue to use the WORDSEYE Services or have an open WORDSEYE Account), whether or not Semantic Light gives you notice or updates the “revision date”. Except as provided above, no Amendment of this Agreement shall be effective unless in writing and signed by Semantic Light.
K. Severability. If any provision of this Agreement shall be found by a court of competent jurisdiction to be invalid, void, or for any reason unenforceable, that provision shall be eliminated or limited to the minimum extent such that the remaining provisions of this Agreement shall remain in effect and enforceable..
L. Governing Law. The laws of the State of New York, excluding its conflicts-of-law rules, govern this Agreement, your use of the WORDSEYE Services and WORDSEYE Pictures, and your WORDSEYE Account. You expressly agree that the state and federal courts located in New York State shall have exclusive jurisdiction for any action, claim or dispute with Semantic Light or relating in any way to this Agreement, the WORDSEYE Services, WORDSEYE Pictures, or your WORDSEYE Account, and you expressly consent to the exercise of personal jurisdiction by such courts in connection with any such action, claim or dispute.