Effective January 1, 2021.
Welcome to semasoftware.com and app.semasoftware.com, app.semasoftware.com (“the websites”). The websites are owned and operated by Sema Technologies, Inc. (a Delaware Corporation), DBA Sema, and having an address at 3811 Canterbury Road Suite 803, Baltimore, MD 21218 (“Sema”).
The website and contents are designed to comply with U. S. laws and regulations. This is a binding agreement between Sema (“Sema,” “we,” “us,” or “our”), and you (“Agreement”) and governs your use of the websites including, without limitation, all content such as text, information, images, applications, templates software and other information, services and materials (collectively, the “Service”) and all information made available to you or by you through this site by Sema and/or third parties. The “Customer” shall mean the entity or person invoiced by Sema for use of the Service, and a User shall mean a include a unique user of the Service whether a Customer or not (as defined by unique URL, IP address or other unique identification). Sema in its sole discretion, reserves the right to revise, update and change this Agreement from time to time without notice to you, and you agree to be bound by such modifications or revisions.
Any new features that augment or enhance the current Service, including the release of new features and resources, shall be subject to this Agreement. You agree to use the Service at your own risk and you understand that Sema cannot be responsible for the content posted on the Service. You can review the most current version of this Agreement at any time by requesting a copy at firstname.lastname@example.org.
To obtain access to certain Services, you may be required to obtain an account with Sema (become a “Registered User”), by completing a registration form and designating a user ID and password. When registering with Sema you must: (a) provide true, accurate, current and complete information about yourself as requested by the Service’s registration form (such information being the “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. Sema may withdraw such approval at any time in its sole discretion, with or without cause. Only you may use your Sema account. You must keep your account and passwords confidential and not authorize any third party to access or use the Service on your behalf, unless we provide an approved mechanism for such use. You must contact us right away if you suspect misuse of your account or any security breach in the Service. You are responsible for all activities that take place with your account. Sema will not be liable for any loss or damage arising from any unauthorized use of your accounts. If a third party such as an employer gave you your account, that party has rights to your account and may: manage your account, reset your password, or suspend or cancel your account; view your account’s usage and profile data, including how and when your account is used; and read or store Content in your account.
The fees applicable for the Service (“Fees”) are available in Sema’s then current published price list. The price stated for the Service excludes all taxes and charges, unless stated otherwise. You are responsible for any taxes and for all other charges (for example, data charges and currency exchange settlements). All prices are exclusive of taxes (sales or otherwise), which may or may not be added to the price, depending on the legal residence of the Customer. Payment shall always be made in advance for the entire term of Service unless specifically agreed otherwise. You will pay the Fees in the currency Sema quoted for your account. Sema reserves the right to change the quoted currency at any time. Sema is entitled to adjust the prices for the Service from time to time. Adjusted prices shall take effect upon any subsequent term of Service. Payment shall be made by Payments for accounts registered to pay via check, wire-transfer, or Automated Clearing House (ACH), as stipulated in the invoice, as noted on the Sema website or as otherwise instructed by Sema from time to time. Invoicing may be done by Sema to the e-mail address given by the Customer.
In case of suspension of account, Sema reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that Sema has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more delinquent. In addition to any Fees, you may still incur charges incidental to using the Service, for example, charges for Internet access, data roaming, and other data transmission charges. You must be authorized to use the payment method that you enter when you create a billing account. You authorize us to charge you for the Service using your payment method and for any paid feature of the Service that you choose to sign up for or use while these Terms are in force. We may bill: (a) in advance; (b) at the time of purchase; (c) shortly after purchase; or (d) on a recurring basis for subscription Services. Also, we may charge you up to the amount you’ve approved, and we’ll notify you in advance of the difference for recurring subscription Services. We may bill you simultaneously for more than one of your prior billing periods. Once we have informed you that the Service will be provided indefinitely or automatically renewed, we may automatically renew your Service and charge you for any renewal term.
You must keep all information in your billing account current. You may change your payment method at any time. If you tell us to stop using your payment method and we no longer receive payment from you for the paid Service, we may cancel that Service. Your notice to us will not affect charges we submit to your billing account before we reasonably could act on your request. We’ll notify you in advance, either through the Service or to the email address you have most recently provided to us, if we change the price of the Service. If there’s a specific length and price for your Service offer, that price will remain in force for that time. After the offer period ends, your use of the Service will be charged at the new price. If your Service is on a period basis with no specific length, we’ll notify you of any price change at least 30 days in advance. If you don’t agree to these changes, you must cancel and stop using the Service via sending an email to email@example.com no later than fourteen (14) days prior to the conclusion of your current payment term. If you cancel, your Service ends at the end of your current Service period or, if we bill your account on a period basis, at the end of the period in which you canceled. If you fail to cancel as required, we will automatically renew the Service for the same term and will charge your payment information on file with us commencing on the first day of the renewal term.
Payments for accounts registered to pay via check, wire-transfer, or Automated Clearing House (ACH), are due within thirty (30) days of billing date unless otherwise agreed-to by the parties in writing. If payment is not received by Sema on the due date, user’s account will be frozen, inaccessible, and all shared links will be turned off until all outstanding payments have been processed by Sema.
Users retain the responsibility for settling all outstanding balances in a timely manner and maintaining updated billing information. If not complied with, at the end of 90 days, user’s account will be deactivated and all files will no longer be retrievable. Unless we notify you otherwise, if you’re participating in any trial period offer, you must cancel the Service by the end of the trial period to avoid incurring new charges.
Except as prohibited by law, we may assess a late charge if you do not pay on time. You must pay these late charges when we bill you for them. The late charge will be the lesser of 1 percent of the unpaid amount each month or the maximum rate permitted by law. We may use a third party to collect past due amounts. You must pay for all reasonable costs we incur to collect any past due amounts, including reasonable attorneys’ fees and other legal fees and costs. We may suspend or cancel your Service if you fail to pay in full on time.
3. Right of Use
At the time of entering into any contract and this Agreement, the Customer is granted a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to this Agreement. All rights not expressly granted to you are reserved by Sema and its licensors. The right of use is at all times conditioned on prompt and timely payment regarding the Service. Non-payment or delay in payment shall terminate any right of use granted to the Customer under this Agreement.
The Service may not be used in any way that is illegal or promotes illegal activities or in a manner that might be libelous or defamatory or otherwise malicious or harmful to any person or entity, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age or is otherwise indecent. You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the content in any way; (ii) modify or make derivative works based upon the Service or the content; (iii) create Internet “links” to the Service or “frame” or “mirror” any content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service.
You may use the Service only for your internal business purposes and shall not: (i) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material, including material harmful to children or violative of third party privacy rights; (ii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iii) interfere with or disrupt the integrity or performance of the Service or the data contained therein; (iv) attempt to gain unauthorized access to the Service or its related systems or networks; or (v) use the Service, including the content, our intellectual property rights, Sema technology and our trademarks and service marks for any commercial purposes (including but not limited to soliciting customers, resale, etc. ) without our prior written consent.
Access to the Service is available at smp.semalab.io. Upon entering into a contract with the Customer, Sema will provide the Customer with a username and password for accessing the Service. Access to the Service is only available to the Customer and the Users to whom the Customer grants access, subject to the Customer making the applicable payments for the Service under this Agreement. Usernames and passwords are personal, and are to be considered part of Confidential Information. The Customer is at all times fully liable for all acts and omissions by Users whom the Customer has granted access and agrees to indemnify Sema for all claims and losses related to such acts and omissions.
5. Service Level
Sema will at all times reasonably attempt to achieve the highest possible availability and shortest possible access time of the Service, but no warranties of any kind, regarding any specific availability or time of access are granted. The Service is hosted either by Sema or a subcontractor of Sema’s choice. All data stored as part of the Service is backed up on a regular basis. If Customers with a paid service plan experience loss of data, Sema will with reasonable effort attempt to restore data from the most recent working backup; provided, however, Sema gives no warranties with respect to recovering or restoring all lost Customer data. The Customer is always encouraged to make its own backups of all data stored on the Service.
6. Your Responsibilities
You are responsible for all activity occurring under your User or Customer account and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. In addition, you shall be responsible for abiding by any and all internal policies, procedures and regulations, which are required, by your employer and/or the applicable administrators of your account.
You hereby grant to Sema a non-exclusive, non-transferable license to use, upload, display, copy and store a copy of the software comprising the Client System. Client agrees that it shall have sole responsibility and liability for: (i) acquiring any and all authorization(s) necessary for use of Client System as contemplated by this Agreement; (ii) the completeness and accuracy of the Client System provided to Sema by Client pursuant to this Agreement; and (iii) ensuring that Client System does not infringe or violate any patents, copyrights, trademarks, privacy rights or other intellectual property or proprietary rights, or misappropriate the trade secrets, of any third party.
You shall: (i) notify Sema immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Sema immediately and use reasonable efforts to stop immediately any copying or distribution of content that is known or suspected by You or other users to violate this Agreement or the intellectual property rights of third parties; and (iii) not impersonate another Sema user or provide false identity information to gain access to or use the Service.
The Customer and/or User are fully liable for the legality of all data stored by the Customer and/or User on the Service. Furthermore the Customer and/or User is fully liable, if such data are infringing upon third party rights, and accordingly agrees to indemnify Sema for all claims and losses related to such infringement and/or illegality. If Sema on its own or through any third party notifies Sema that data stored by the Customer and/or User is in violation of any law or infringes third party rights, Sema shall have the unfettered right to – without liability to the Customer or User – immediately bar access to such data without prior notice to the User or Customer. The Customer and/or User shall be notified by Sema of any such action under this Section.
You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, of any and all Customer Data that you submit. Sema shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. The administrator shall also have the power to block, delete or otherwise modify the access of users under its applicable account, and shall be solely responsible for the addition and removal of users under its account.
8. Intellectual Property Rights
Sema alone (and its licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the Sema technology, the content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, Sema technology or its intellectual property rights. The Sema name, the Sema logo, and the product names associated with the Service are trademarks of Sema or third parties, and no right or license is granted to use them.
All copyrights and/or other intellectual property rights, title and interests in a) software on which the Service is based and made available to the Customer and/or User, b) source codes or other software components of the Service, c) content of the websites and the Service including text and graphics, excluding data stored by the Customer and/or User, d) trademarks, names etc. are the sole property of Sema, and/or third parties having granted Sema license for its use, and the Customer and/or User shall gain no rights to said intellectual property rights other than the limited right of use as stipulated in this Agreement.
The Customer and/or User shall not reproduce or redistribute any software, content or trademarks, intellectual property in any form, except as allowed in this Agreement.
The Customer and/or User retain all intellectual property rights regarding data stored by such Customer and/or User on the Service.
Sema will not forward marketing material from third parties to its Users. Sema will forward product news relevant to User’s use of the Service as Sema sees fit from time to time. Sema retains the right to disclose the identity of any Users in any sales or funding efforts or processes of Sema, however, always with due consideration to the interests of the User.
10. Representations & Warranties
Each of you and Sema represent and warrant that it has the legal power and authority to enter into this Agreement. Sema represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online Sema help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.
11. No Warranty
SEMA PROVIDES THE SERVICE “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SEMA MAKES NO (AND SPECIFICALLY DISCLAIMS ALL) REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF HARMFUL COMPONENTS, THAT THE CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED, OR ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF ANY COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. SOME JURISDICTIONS DO NOT ALLOW THE FOREGOING EXCLUSIONS. IN SUCH AN EVENT SUCH EXCLUSION WILL NOT APPLY SOLELY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
To the extent permitted by law, You will defend Sema against any cost, loss, damage, or other liability arising from any third party demand or claim that any Content provided by you, or your use of the Service, in breach of these Terms: (a) infringes a registered patent, registered trademark, or copyright of a third party, or misappropriates a trade secret (to the extent that such misappropriation is not the result of Sema’s actions); or, (b) violates applicable law or these Terms. Sema will reasonably notify you of any such claim or demand that is subject to your indemnification obligation.
13. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL SEMA, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR (A): ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REVENUE, GOODWILL, USE OR CONTENT) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, NEGLIGENCE OR OTHERWISE, EVEN IF SEMA HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF SEMA AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS, RELATING TO THE SERVICES WILL BE LIMITED TO THE GREATER OF AN AMOUNT EQUAL THREE MONTHS OF YOUR SERVICE FEE FOR THE SERVICE OR ONE HUNDRED DOLLARS ($100.00). THE LIMITATIONS AND EXCLUSIONS ALSO APPLY IF THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES. IN SUCH AN EVENT THIS LIMITATION WILL NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY LAW.
14. Force Majeure
Neither party will be in default for failing to perform any obligation hereunder, if such failure is caused solely by supervening conditions beyond the parties’ respective control, including without limitation acts of God, civil commotion, Third Party Sites, strikes, terrorism, failure of third party networks or the public Internet, power outages, industrywide labor disputes or governmental demands or restrictions, attacks of computer viruses, attacks by hackers and force majeure of subcontractors.
15. Export controls
None of the Service or underlying information or technology may be downloaded or otherwise exported or re-exported in violation of the laws and regulations of the United States or other applicable jurisdictions.
16. Personal Data
To the extent Sema stores or processes personal data on behalf of Users, Sema shall disclose such personal data only according to instructions from such Users. Sema has implemented appropriate technical and organizational measures to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access. At the request of the User, Sema shall in reasonable respect grant the User sufficient information in order for the User to ensure that such technical and organizational measures have been taken. Sema is entitled to request payment, at Sema’s standard rates for such work.
17. Term and Termination
This Agreement shall commence on the effective date stated within any contract and will remain in effect for an initial term of contract as stipulated in the invoice issued by Sema to the Customer or as otherwise agreed in writing or online at the Sema website (the “Initial Term”). Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term at Sema’s then current fees, if applicable. Either party may terminate this Agreement effective only upon the expiration of the then current term, by notifying the other party in writing at least fourteen (14) business days prior to the date of the invoice for the following term.
Sema may at all times terminate this Agreement with thirty (30) days written notice to the User. We reserve the right, to temporarily suspend or terminate your access to the Service at any time in our sole discretion, with or without cause, and with or without notice, without incurring liability of any kind. For example, we may suspend or terminate your access to or use of the Service for: (a) the actual or suspected violation of these Terms; (b) the use of the Services in a manner that may cause Sema to have legal liability or disrupt others’ use of the Services; (c) the suspicion or detection of any malicious code, virus or other harmful code by you or in your account; (d) scheduled downtime and recurring downtime; (e) use of excessive storage capacity or bandwidth; or (f) unplanned technical problems and outages.
If, in Sema’s determination, the suspension might be indefinite and/or Sema has elected to terminate your access to the Service, Sema will use commercially reasonable efforts to notify you. You acknowledge that if your access to the Service is suspended or terminated, you may no longer have access to the Content that is stored with the Service. Upon termination by Sema, for reasons other than cause, or at your direction, you may request access to your Content, which we will make available for an additional fee. You must make such request with thirty (30) days following termination. Otherwise, any Content you have stored with the Service may not be retrievable, and we will have no obligation to maintain any data stored in your account. In addition to other termination provisions, if your account is not currently subject to a paid subscription plan with us, we at our discretion may terminate your account if: (a) you do not engage in any activity in your account within thirty (30) days after becoming a Registered User, or (b) you do not engage in any activity in your account for any period of one-hundred and twenty (120) consecutive days. In the event of such termination, any Content you may have stored will be lost.
Sema may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in Sema’s account information, or by written communication sent by first class mail or pre-paid post to your address on record in Sema’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email).
19. Modification to Terms
We reserve the right to revise these Terms from time to time. We will date and post the most current version of these Terms on the Sema website. Any changes will be effective upon posting the revised version of these Terms on the Service (or such later effective date as may be indicated at the top of the revised Terms). Notice of changes may be provided via www.semasoftware.com. Therefore, we encourage you to check the date of these Terms whenever you visit the Site to see if these Terms have been updated. Your continued access or use of any portion of the Service constitutes your acceptance of such changes. If you don’t agree to any of the changes, we’re not obligated to keep providing the Service, and you must cancel and stop using the Service.
This Agreement may not be assigned by you without the prior written approval of Sema, but may be assigned without your consent by Sema to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.
As used herein, “Confidential Information” means all information exposed or provided to you by Sema (a) within the Sema Service, or (b) otherwise that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to the Sema. com website. However, Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to Sema, (ii) was known to you prior to its disclosure by Sema without breach of any obligation owed to Sema, as demonstrated by written records, (iii) is received from a third party without breach of any obligation owed to Sema, or (iv) was independently developed by you without reference to the Confidential Information, as demonstrated by written records. Except as otherwise permitted in writing by Sema, you shall not disclose or use any Confidential Information of Sema’s for any purpose outside the scope of this Agreement.
You are contracting with operated by Sema Technologies, Inc. (a Delaware Corporation), DBA Sema, and having an address at 3811 Canterbury Road Suite 803, Baltimore, MD 21218 (“Sema”). The laws of the State of Delaware, USA govern the interpretation of these Terms and apply to claims for breach of these Terms, regardless of conflict of laws principles.
The parties specifically exclude from application to these Terms the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. All other claims, including claims regarding consumer protection laws, unfair competition laws, and in tort, will, only to the extent required by applicable law, be subject to the laws of your state of residence in the United States, or, if you live outside the United States, the laws of the country in which you reside. You and we irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts for New Castle County, Delaware, USA, for all disputes arising out of or relating to these Terms. Sema may assign this contract to another entity at any time. No joint venture, partnership, employment, or agency relationship exists between you and Sema as a result of this Agreement or use of the Service. The failure of Sema to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Sema in writing.
This Agreement, together with any applicable contracts, comprises the entire agreement between you and Sema and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.