Terms of Service Summary
Temnos provides tools and services which help professionals optimize and leverage the value of their content. We offer both free and paid products and services. As a client of Temnos for any of our offerings, paid or free, you have specific rights and responsibilities. These are summarized here, and detailed in the Terms of Service (“TOS”) section below. In addition, use of APIs and/or Beta products and services are detailed in the Temnos API Terms of Service and Beta License Agreement section. Please read these — they affect you and your relationship with us. Here are the basics:
1. The Relationship
Whenever you use our products, services or websites, you do so under the Terms of Service detailed below, or in accordance with any specific agreement that you may have entered into directly with Temnos. You may terminate your relationship governed by the TOS by closing your account at anytime. Any specific agreements that you may have with Temnos must be terminated in accordance with those agreements. We may decide to stop providing services to you as a general course of business, or as a result of a violation of the TOS.
2. Your Responsibilities
You remain responsible for your actions when you use our products, services or websites. It is your responsibility to look after your account, account passwords, and the like. Activity which occurs on your account is your responsibility. If you feel that your account has been compromised in any way, you are responsible to contact Temnos immediately so that we can take action to assist you in securing or disabling the account.
Your content remains your content — period. Temnos asserts no ownership rights in or to your content. We require that you give us a license to the content that you post or run through our online services so that we can host, process, anonymously (that is, without any ability to track the content to you) analyze word semantics for improving our categorical catalogues and corpus, and upon your permission, to share the information with others that you designate. Our content, and the output derived from using our products and services, remains our content — period. Temnos grants you a license to use any of the output derived from the use of our tools and services. Content offered up through some of our services may be derived from other internet locations or private sources, and as such, generally is not ours, and we do not monitor all content that may be served up as a result.
Temnos believes, and we hope you will concur, that our products and services provide valuable capabilities that solve real customer problems being encountered every day. Nevertheless, we cannot guarantee that they will solve your specific problem(s) — though if they don’t, we would like to hear from you so that we can help you use the tools and services better, or so we can enhance our offerings to better meet your needs. Temnos is not responsible for things that might happen to you as a result of using our services.
PLEASE NOTE THE FOLLOWING: The Terms of Service are what you are agreeing to when you create an account, use any of the Temnos website(s), or use any of the services we offer through our website(s) or API(s). The Terms of Service highlights above are not a substitute for reading the actual terms themselves, which are provided in their entirety below. In addition, use of APIs and/or Beta products and services are governed by the section, Temnos API Terms of Service and Beta License Agreement.
Terms of Service
1. Your Temnos.com Account
If you create an account on the Website in order to access or purchase Temnos Services, you are responsible for maintaining the security of your account, and you are fully responsible for all activities that occur utilizing the account and any other actions taken in connection with the account. You must not utilize your account in an unlawful manner, including in a manner intended to trade on the name or reputation of others, and Temnos may change or remove any account or its derivatives that it considers inappropriate or unlawful, or otherwise likely to cause Temnos liability. You must immediately notify Temnos of any unauthorized uses of your account or any other breaches of security. Temnos will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions.
2. Responsibility of Contributors
If Temnos hosts materials on your behalf or request, or you post material, including links to external content not hosted by Temnos to any Temnos hosted website for which you are responsible, or otherwise make (or allow any third party to make) material available by means of the website (any such material, “Content”), you are entirely responsible for the Content of, and any harm resulting from, that Content. That is the case regardless of whether the Content in question constitutes text, graphics, an audio file, computer software, or any other electronic materials. By making Content available, you represent and warrant that:
- the downloading, copying and use of the Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;
- if your employer has rights to intellectual property you create, you have either (i) received permission from your employer to post or make available the Content, including but not limited to any software, or (ii) secured from your employer a waiver as to all rights in or to the Content;
- you have fully complied with any third-party licenses relating to the Content, and have done all things necessary to successfully pass through to end users any required terms;
- the Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content;
- the Content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);
- the Content is not libelous or defamatory to reasonable people, does not contain threats or incite violence towards individuals or entities, and does not violate the privacy or publicity rights of any third party;
- you have, in the case of Content that includes computer code, accurately categorized and/or described the type, nature, uses and effects of the materials, whether requested to do so by Temnos or otherwise.
By submitting Content to Temnos for inclusion on your Website, you grant Temnos a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the Content solely for the purpose of displaying, distributing and promoting your blog. If you delete Content, Temnos will use reasonable efforts to remove it from the Website, but you acknowledge that caching or references to the Content may not be made immediately unavailable. Without limiting any of those representations or warranties, Temnos has the right (though not the obligation) to, in Temnos’s sole discretion (i) refuse or remove any content that, in Temnos’s reasonable opinion, violates any Temnos policy or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of the Website to any individual or entity for any reason, in Temnos’s sole discretion. Temnos will have no obligation to provide a refund of any amounts previously paid.
3. Fees and Payment
Optional paid services are available on the Website. By selecting a paid service you agree to pay Temnos the monthly or annual subscription fees indicated for that service (the payment terms are described below). Payments will be charged on or about the day you sign up for a paid service and will cover the use of that service for a monthly or annual period as indicated. Paid service fees are not refundable.
4. Responsibility of Website Visitors
Temnos has not reviewed, and cannot review, all of the material accessible on the World Wide Web, and accessible through the Temnos Website, and cannot therefore be responsible for that material’s content, use or effects. By operating the Website, Temnos does not represent or imply that it endorses the material which is accessed or processed using our Website, or that it believes such material to be accurate, useful or non-harmful. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. The Website may have access to content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors. The Website may also have access to material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated. Temnos disclaims any responsibility for any harm resulting from the use by visitors of the Website, or from any downloading by those visitors of content accessed through our Website.
5. Content Posted on Other Websites
Temnos has not reviewed, and cannot review, all of the material, including computer software, made available through the websites and web pages to which Temnos.com links, and that link to Temnos.com. Temnos does not have any control over those non-Temnos websites and web pages, and is not responsible for their contents or their use. By linking to a non-Temnos website or webpage, Temnos does not represent or imply that it endorses such website or webpage. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. Temnos disclaims any responsibility for any harm resulting from your use of non-Temnos websites and web pages.
6. Copyright Infringement Policy
As Temnos asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that material located on or linked to by Temnos.com violates your copyright, you are encouraged to notify Temnos immediately. Temnos will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. In the case of a visitor who may infringe or repeatedly infringes the copyrights or other intellectual property rights of Temnos or others, Temnos may, in its discretion, terminate or deny access to and use of the Website. In the case of such termination, Temnos will have no obligation to provide a refund of any amounts previously paid to Temnos.
7. Intellectual Property
This Agreement does not transfer from Temnos to you any Temnos or third party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with Temnos. Temnos, Temnos.com, the Temnos.com logo, and all other trademarks, service marks, graphics and logos used in connection with Temnos.com, or the Website are trademarks or registered trademarks of Temnos or Temnos’s licensors. Other trademarks, service marks, graphics and logos used in connection with the Website may be the trademarks of other third parties. Your use of the Website grants you no right or license to reproduce or otherwise use any Temnos or third-party trademarks.
Temnos reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to the Website following the posting of any changes to this Agreement constitutes acceptance of those changes. Temnos may also, in the future, offer new services and/or features through the Website (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.
Temnos may terminate your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate this Agreement or your Temnos.com account (if you have one), you must close your account, or simply stop using the Website. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
10. Disclaimer of Warranties
THE WEBSITE IS PROVIDED “AS IS”. TEMNOS AND ITS SUPPLIERS AND LICENSORS HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PUPOSE AND NON-INFRINGMENT. NEITHER TEMNOS NOR ITS SUPLIERS AND LICENSORS, MAKES ANY WARRANTY THAT THE WEBSITE OR SERVICES WILL BE ERROR FREE OR THAT ACESS THERETO WILL BE CONTINUOUS OR UNITERRUPTED. YOU UNDERSTAND THAT YOU DOWNLOAD FROM, OR OTHERWISE OBTAIN CONTENT OR SERVICES THROUGH, THE WEBSITE AND OUR SERVICES AT YOUR OWN DISCRETION AND RISK.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE WEBSITE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”.
11. Limitation of Liability
IN NO EVENT WILL TEMNOS, OR ITS SUPPLIERS OR LICENSORS, BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR: (I) ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) THE COST OF PROCUREMENT OR SUBSTITUE PRODCUTS OR SERVICES; (III) FOR INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA; OR (IV) FOR ANY AMOUNTS THAT EXCEED THE FEES PAID BY YOU TO TEMNOS UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE CAUSE OF ACTION. TEMNOS SHALL HAVE NO LIABILITY FOR ANY FALURE OR DELAY DUE TO MATTERS BEYOND THEIR REASONABLE CONTROL. THE FOREGOING SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
12. General Representation and Warranty
You agree to indemnify and hold harmless Temnos, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of the Website, including but not limited to out of your violation this Agreement.
This Agreement in conjunction with any specific agreements you may have entered into with Temnos constitutes the entire agreement between Temnos and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of Temnos, or by the posting by Temnos of a revised version. If any terms of this Agreement conflict with a separate agreement entered into between you and Temnos, the terms of the separate agreement shall have precedence over those of this Agreement.
Except to the extent applicable law, if any, provides otherwise, this Agreement, any access to or use of the Website will be governed by the laws of the state of California, U.S.A., excluding its conflict of law provisions, and the proper venue for any disputes arising out of or relating to any of the same will be the state and federal courts located in Santa Clara County, California. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by three arbitrators appointed in accordance with such Rules. The arbitration shall take place in San Jose, California, in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys’ fees. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; Temnos may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.
Temnos API Terms of Service and Beta License Agreement
1. Licensor and Licensee
This is an agreement between Temnos, Inc. (“Licensor”) and you (“Licensee”), whereby Licensee is being licensed to use the software application programming interfaces provided by Licensor (“API”), with an Effective Date of when Licensee creates a developer account on the Temnos Developer Portal at developer.temnos.com.
2. Type of License
Licensee acknowledges that this is only a limited nonexclusive license. Licensor is and remains the owner of all titles, rights, and interests in the API and the system that generates the API.
3. Access to APIs
Licensee is permitted to invoke the API on more than one computer system, as long as those systems are owned or leased by Licensee and are under the control of Licensee. Licensee will not sub-license or distribute data retrieved from the API to other parties. Licensee may make copies of data derived from the API for backup purposes only. This API Terms of Service and Beta License does not pass to successors and assigns of Licensee.
4. License Fees
In the absence of any other agreement that provides for Licensee to pay Licensor for use of the API, this License allows Licensee, free of charge, to develop and distribute applications based in whole or in part upon the API provided that such applications are not being monetized or commercially exploited. For example, if you are charging per download for your app in an app store, or if you are earning revenue from in-app advertising, or if you are earning affiliate revenue from links within your app, then you are commercially exploiting your app and would need to upgrade this license to a commercial license by agreement of the parties.
5. Warranty and Limitation of Liability
Licensor warrants to Licensee that Licensee’s use of this API according to the accompanying documentation is not an infringement of any third party’s intellectual property rights. This limited warranty lasts for a period of 12 months after delivery. To the extent permitted by law, THE ABOVE-STATED LIMITED WARRANTY REPLACES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND LICENSOR DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, NONINFRINGEMENT, OR OF FITNESS FOR A PARTICULAR PURPOSE. No agent of Licensor is authorized to make any other warranties or to modify this limited warranty. Any action for breach of this limited warranty must be commenced within one year of the expiration of the warranty. Because some jurisdictions do not allow any limit on the length of an implied warranty, the above limitation may not apply to this Licensee. If the law does not allow disclaimer of implied warranties, then any implied warranty is limited to 12 months after delivery of the API to Licensee. Licensee has specific legal rights pursuant to this warranty and, depending on Licensee’s jurisdiction, may have additional rights.
Notwithstanding the foregoing, LICENSOR IS NOT LIABLE TO LICENSEE FOR ANY DAMAGES, INCLUDING COMPENSATORY, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, CONNECTED WITH OR RESULTING FROM THIS LICENSE AGREEMENT OR LICENSEE’S USE OF THIS API.
Licensee agrees to defend and indemnify Licensor and hold Licensor harmless from all claims, losses, damages, complaints, or expenses connected with or resulting from Licensee’s business operations.
Licensor has the right to terminate this License Agreement and Licensee’s right to use this API upon any material breach by Licensee.
8. Jurisdiction, Term, and Miscellaneous
This License Agreement is the entire and exclusive agreement between Licensor and Licensee regarding this API. This License Agreement replaces and supersedes all prior negotiations, dealings, and agreements between Licensor and Licensee regarding this API.
This License Agreement is governed by the law of California.
This License becomes effective upon the date of creation of the Licensee’s developer account.
This License expires 12 months from the effective date, or 90 days after written notice of termination by Licensor, or until Licensee commercially exploits data derived from the API, whichever is earlier, at which time this beta license will automatically terminate unless Licensee elects the option of upgrading from this License to an ongoing commercial license by agreement of the two parties.